EXHIBIT 13
Rule 14a-3
Annual Report
Firstbank Corporation Board of Directors
William E. Goggin, Chairman Chairman, Firstbank - Alma Attorney, Goggin Law Offices
Duane A. Carr Attorney, Miel & Carr PC
David W. Fultz Owner, Fultz Insurance Agency & Kirtland Insurance Agency
Jeff A. Gardner Certified Property Manager & Owner, Gardner Group
Edward B. Grant, Ph.D., CPA Chairman, Firstbank (Mt. Pleasant) General Manager, Public Broadcasting, Central Michigan University
David D. Roslund, CPA Administrator, Wilcox Health Care Center Small Business Investor and Manager
Samuel A. Smith Owner, Smith Family Funeral Homes
Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation
Officers Thomas R. Sullivan President & Chief Executive Officer
Samuel G. Stone Executive Vice President, Chief Financial Officer, Secretary & Treasurer
William L. Benear Vice President
David M. Brown Vice President
David L. Miller Vice President
Douglas J. Ouellette Vice President
Dale A. Peters Vice President
Richard D. Rice Vice President & Controller
Thomas O. Schlueter Vice President
James E. Wheeler, II Vice President
Firstbank - Alma Board of Directors
William E. Goggin, Chairman Martha A. Bamfield Cindy M. Bosley Edward J. DeGroat Paul C. Lux Donald L. Pavlik David D. Roslund Victor V. Rozas Thomas R. Sullivan Saundra J. Tracy James E. Wheeler, II | Firstbank (Mt. Pleasant) Board of Directors
Edward B. Grant, Chairman Steven K. Anderson Jack D. Benson Ralph M. Berry Glen D. Blystone Kenneth C. Bovee Robert E. List William M. McClintic J. Regan O'Neill Phillip R. Seybert Thomas R. Sullivan Arlene A. Yost
Firstbank - West Branch Board of Directors
Joseph M. Clark, Chairman Bryon A. Bernard David W. Fultz Robert T. Griffin Charles A. Hanes Christine R. Juarez Norman J. Miller Dale A. Peters Jeffrey C. Schubert Camila J. Steckling Thomas R. Sullivan Mark D. Weber
Firstbank - Lakeview Board of Directors
V. Dean Floria, Chairman William L. Benear Duane A. Carr Chalmer G. Hixson Kenneth A. Rader Thomas R. Sullivan
Firstbank - St. Johns Board of Directors
Donald A. Rademacher, Chairman David M. Brown Sara Clark-Pierson Ann M. Flermoen William G. Jackson Thomas C. Motz Frank G. Pauli Samuel A. Smith Thomas R. Sullivan
Keystone Community Bank Board of Directors
Kenneth V. Miller, Chairman Samuel T. Field Jeff A. Gardner John E. Hopkins Ronald A. Molitor John M. Novak Thomas O. Schlueter Thomas R. Sullivan John R. Trittschuh |
PRESIDENT’S MESSAGE
TO OUR SHAREHOLDERS:
The year of 2006 was a year filled with challenges for the banking industry, and particularly for Michigan banking companies. In the face of these challenges we were disappointed in failing to meet our earnings expectations, however, I am pleased to report that our company again earned over $10 million during the year.
Michigan’s stumbling economy and lack of growth, the inverted yield curve, and the fierce pricing competition for both loans and deposits, reduced the net interest margin which is the primary driver of our earnings. The effect of that margin squeeze, combined with the decline in mortgage activity due to soft real estate sales and values, has created a very difficult operating environment. Compounding these issues for our company, and all Michigan community banks, are the increasing levels of delinquencies and foreclosures, and higher levels of unemployment. These factors led to a reduction in the earnings of our company, lower returns on average assets and average equity, and a decline in our earnings per share. However, we believe our 2006 return on average assets of .95%, and our return on average equity of 10.7%, will be comparable to the averages of Michigan banking companies.
We have experienced the challenges of an inverted yield curve and the cyclicality of Michigan’s economy in the past, and believe that the environment for banks’ and bank earnings will improve when these two factors return to more normal conditions. During these difficult economic times, we are focusing on our core banking business. In 2006 we eliminated two of our non-banking subsidiaries through the closing of Keystone Premium Finance and the sale of Gladwin Land Company, and reduced our ownership in 1st Title, Inc. None of these units were making a significant contribution to the earnings of the company in recent years, and given the current outlook for residential mortgage lending, we concluded that we would devote those energies within the banks. We continue to evaluate our ownership of 1st Armored, Inc. and C.A. Hanes Realty, and to seek additional equity partners in 1stTitle, Inc.
The total return to Firstbank Corporation shareholders (including reinvestment of cash dividends) was flat during 2006, which brought the compound average annual return to 10.7% over the last five years. This return matched the compound average annual return of the NASDAQ Bank Index which is comprised of small and mid-size banking companies from across the country. During the past five years an investment in the S&P 500 has produced a compound average annual return of 6.2%. These comparatives reflect the volatility of both our earnings and the overall stock market during the past few years, but as the results indicate, our total return to shareholders measures up favorably to the benchmarks. Be assured that we are committed to increasing shareholder value, and our focus on growth, asset quality, earnings, and profitable franchise expansion should result in improved valuation of our stock over the long term.
We also remain committed to our community banking strategy of strong local boards and management teams, focused on growth and asset quality, believing that this strategy provides advantages versus regional and national competitors, to the benefit of our shareholders, customers, communities, and employees.
The recent announcement of our acquisition of ICNB Financial Corporation, the holding company of Ionia County National Bank, is an illustration of our long term view that Michigan community banking will rebound, and has a bright future. This merger, which is still subject to regulatory and ICNB shareholder approval, was negotiated at favorable terms versus the industry averages. We believe this is an opportunity for us to improve the earnings and efficiency of the combined organization, to connect our geographic footprint, and to provide another avenue for the future growth of our company. Paired with our 2005 acquisition of Keystone Community Bank in Kalamazoo, which is doing well and providing us with additional growth as expected, we will have added over $400 million of assets in markets with superior demographics within a two year period. We look forward to ICNB joining the Firstbank family of banks.
In conclusion, I would like to thank our dedicated and hard-working staff members, now over 500 strong. It is the quality of our people that allows us to provide the products and the services that retain and attract customers to our company, and their efforts are sincerely appreciated.
Thank you for your investment in Firstbank Corporation. The support and encouragement of our shareholders is sincerely appreciated.
Respectfully submitted,
/s/ Thomas R. Sullivan
Thomas R. Sullivan
President & Chief Executive Officer
2

2006
Annual Report
This 2006 Annual Report contains audited financial statements and a detailed financial review. This is Firstbank Corporation’s 2006 Annual Report to Shareholders. Although attached to our proxy statement, this report is not part of our proxy statement, is not deemed to be soliciting material and is not deemed to be filed with the Securities and Exchange Commission (the “SEC”) except to the extent that it is expressly incorporated by reference in a document filed with the SEC.
The 2006 Report to Shareholders accompanies this proxy statement. That report presents information concerning the business and financial results of Firstbank Corporation in a format and level of detail that we believe shareholders will find useful and informative. Shareholders who would like to receive even more detailed information than that contained in this 2006 Annual Report are invited to request our Annual Report on Form 10-K.
Firstbank Corporation’s Form 10-K Annual Report filed with the Securities and Exchange Commission will be provided to any shareholder, without charge, upon written request. Requests should be addressed to Samuel G. Stone, Chief Financial Officer, Firstbank Corporation, 311 Woodworth Avenue, P.O. Box 1029, Alma, Michigan 48801-6029. Firstbank Corporation’s Form 10-K Annual Report may also be accessed through our website www.firstbankmi.com
3
FINANCIAL HIGHLIGHTS
Firstbank Corporation
(In Thousands of Dollars, Except per Share Data)
For the year: | 2006 | | 2005 | | 2004 | | 2003 | | 2002 |
---|
|
| |
| |
| |
| |
| |
Interest income | | | $ | 70,786 | | $ | 53,130 | | $ | 44,092 | | $ | 44,229 | | $ | 49,248 | |
Net interest income | | | | 40,065 | | | 35,316 | | | 32,382 | | | 31,631 | | | 32,987 | |
Provision for loan losses | | | | 767 | | | 295 | | | (425 | ) | | 550 | | | 1,170 | |
Non-interest income | | | | 10,133 | | | 9,732 | | | 10,051 | | | 15,878 | | | 12,133 | |
Non-interest expense | | | | 34,821 | | | 29,940 | | | 28,361 | | | 28,895 | | | 26,237 | |
Net income | | | | 10,208 | | | 10,110 | | | 10,358 | | | 12,056 | | | 11,826 | |
| | |
At year end: | | |
Total assets | | | | 1,095,092 | | | 1,061,118 | | | 806,135 | | | 776,500 | | | 767,520 | |
Total earning assets | | | | 1,008,545 | | | 976,332 | | | 752,943 | | | 720,976 | | | 709,857 | |
Loans | | | | 910,640 | | | 878,917 | | | 673,056 | | | 639,613 | | | 611,058 | |
Deposits | | | | 835,426 | | | 811,105 | | | 603,267 | | | 567,554 | | | 576,909 | |
Other borrowings | | | | 149,976 | | | 144,255 | | | 120,840 | | | 114,324 | | | 98,942 | |
Shareholders' equity | | | | 96,073 | | | 93,577 | | | 72,864 | | | 85,744 | | | 80,181 | |
| | |
Average balances: | | |
Total assets | | | | 1,070,759 | | | 878,075 | | | 787,076 | | | 764,693 | | | 750,476 | |
Total earning assets | | | | 987,232 | | | 816,108 | | | 735,730 | | | 716,636 | | | 700,823 | |
Loans | | | | 904,196 | | | 728,508 | | | 653,878 | | | 602,733 | | | 601,306 | |
Deposits | | | | 808,897 | | | 664,596 | | | 591,270 | | | 573,467 | | | 562,971 | |
Other borrowings | | | | 152,409 | | | 122,348 | | | 107,207 | | | 97,541 | | | 99,939 | |
Shareholders' equity | | | | 95,227 | | | 79,165 | | | 79,278 | | | 83,317 | | | 76,356 | |
| | |
Per share:(1) | | |
Basic earnings | | | $ | 1.56 | | $ | 1.67 | | $ | 1.67 | | $ | 1.84 | | $ | 1.81 | |
Diluted earnings | | | $ | 1.55 | | $ | 1.64 | | $ | 1.63 | | $ | 1.79 | | $ | 1.76 | |
Cash dividends | | | $ | 0.85 | | $ | 0.79 | | $ | 0.71 | | $ | 0.65 | | $ | 0.58 | |
Shareholders' equity | | | $ | 14.82 | | $ | 14.20 | | $ | 12.42 | | $ | 13.13 | | $ | 12.29 | |
| | |
Financial ratios: | | |
Return on average assets | | | | 0.95 | % | | 1.15 | % | | 1.32 | % | | 1.58 | % | | 1.58 | % |
Return on average equity | | | | 10.72 | % | | 12.77 | % | | 13.06 | % | | 14.47 | % | | 15.50 | % |
Average equity to average assets | | | | 8.89 | % | | 9.02 | % | | 10.07 | % | | 10.90 | % | | 10.17 | % |
Dividend payout ratio | | | | 54.72 | % | | 47.35 | % | | 42.56 | % | | 35.29 | % | | 32.61 | % |
(1)All per share amounts are adjusted for stock dividends.
The Company’s Form 10-K Annual Report filed with the Securities and Exchange Commission will be provided to any shareholder, without charge, upon written request. Requests should be addressed to: Samuel G. Stone, Chief Financial Officer, Firstbank Corporation, 311 Woodworth Avenue, P.O. Box 1029, Alma, Michigan 48801-6029 The Company’s Form 10-K may also be viewed through our web site atwww.firstbankmi.com.
4
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this section of the annual report is to provide a narrative discussion about Firstbank Corporation’s financial condition and results of operations. Please refer to the consolidated financial statements and the selected financial data presented in this report in addition to the following discussion and analysis.
SUBSEQUENT EVENTS
On February 2, 2007 we announced the signing of a definitive agreement to acquire ICNB Financial Corporation. ICNB Financial is the holding company for Ionia County National Bank which is based in Ionia, Michigan. As of December 31, 2006, ICNB Financial had total assets of $236 million, total deposits of $179 million, and total portfolio loans of $185 million. The transaction is subject to shareholder approval of ICNB Financial, as well as regulatory approvals. The merger is expected to be completed in the second quarter of 2007, at which time Ionia County National Bank will become a wholly owned subsidiary of Firstbank Corporation. Based on the number of shares of ICNB Financial Corporation common stock outstanding (1,243,412), the share price of Firstbank Corporation common stock at the time of the agreement, and subject to certain adjustments, the aggregate transaction value is approximately $38.4 million. The agreement provides for the merger of ICNB Financial Corporation with and into Firstbank Corporation. Under the terms of the agreement, shareholders of ICNB Financial Corporation will elect to convert their shares into 1.407 shares of Firstbank Corporation common stock or $31.50 in cash per share, or a combination of stock and cash. The agreement also provides that no more than 50% of the shares of ICNB will be converted into shares of Firstbank Corporation.
RESULTS OF OPERATIONS
Highlights
Firstbank Corporation (“the Company”) had net income of $10,208,000 for 2006 compared with $10,110,000 in 2005, an increase of $98,000, or 1.0%. These results reflect inclusion of a full year of Keystone Community Bank (“Keystone”) results in 2006 compared with three months in 2005. Core banking activities continued to provide a solid basis for earnings; however, a Michigan economy that ranks among the weakest in the nation and a slow housing market provided little opportunity in the mortgage banking area. A loan loss provision of $767,000 in 2006 was required, resulting in an increase in loan loss provision expense compared with $295,000 provided in 2005. Favorable developments relating to loans with allocated allowance resulted in a reduced provision expense in 2005.
Mortgage gains continued to be lower for a third straight year, falling $421,000 from 2005 and $1.4 million lower than 2004.
Management believes that standard performance indicators help evaluate performance. We posted a return on average assets of 0.95%, 1.15%, and 1.32% for 2006, 2005, and 2004, respectively. Total average assets increased $193 million in 2006, $91 million in 2005, and $22 million in 2004. Diluted earnings per share were $1.55, $1.64, and $1.63 for the same time periods. Return on equity was 10.72% in 2006, 12.77% in 2005, and 13.06% in 2004.
Net Interest Income
Our core business is earning interest on loans and securities while paying interest on deposits and borrowings. Short term interest rates rose steadily during the first half of 2006, as the Federal Reserve continued its campaign of increasing overnight borrowing rates by 25 basis points at each of its first four meetings of year. At the same time, longer term rates remained relatively stable resulting in a flattening of the yield curve. While the increase in short term rates allows us to increase the rates we charge on certain variable rate loans, it also increased the cost of funding those loans through higher rates on interest bearing deposits and borrowings. The net interest spread, the difference between the interest rates charged on earning assets and the rate paid on interest bearing liabilities, compressed throughout the year resulting in a decline in our net interest margin. The net interest margin for the year was 4.13% compared with 4.40% in 2005, and 4.47% in 2004. An additional cause of the lower net interest margin was increased interest cost incurred to fund the acquisition of Keystone. During 2006, our average loan to average deposit ratio was 112%, compared with 110% in 2005, and 110% in 2004.
5
Despite the lower net interest margin in 2006, net interest income increased during the year by $4.7 million. The higher level of interest income was primarily a result of a higher level of average interest earning assets, which increased $170.9 million from 2005 levels. The increase in interest earnings assets was largely a result of the inclusion of Keystone in our results for the full year in 2006. A critical task of management is to price assets and liabilities so that the spread between the interest earned on assets and the interest paid on liabilities is maximized while maintaining acceptable levels of risk. While interest rates on earning assets and interest bearing liabilities are subject to market forces, in general and in the short run, we can exert more control over deposit rates than earning asset rates. However, competitive forces and the need to maintain and grow deposits as a funding source place limitations on the degree of control over deposit rates. The following table presents a summary of net interest income for 2006, 2005, and 2004.
Summary of Consolidated Net Interest Income (dollars in thousands)
| Year Ended December 31, 2006 | | Year Ended December 31, 2005 | | Year Ended December 31, 2004 |
---|
|
| |
| |
| |
| Average Balance | | Interest | | Average Rate | | Average Balance | | Interest | | Average Rate | | Average Balance | | Interest | | Average Rate |
---|
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
Average Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest Earning Assets: | | |
Taxable securities | | | $ | 52,016 | | $ | 2,140 | | | 4.11 | % | $ | 56,170 | | $ | 1,952 | | | 3.48 | % | $ | 49,656 | | $ | 1,655 | | | 3.33 | % |
Tax exempt securities(1) | | | | 25,875 | | | 1,503 | | | 5.81 | % | | 25,303 | | | 1,466 | | | 5.74 | % | | 21,413 | | | 1,418 | | | 6.62 | % |
|
| |
| | | |
| |
| | | |
| |
| |
Total Securities | | | | 77,891 | | | 3,643 | | | 4.68 | % | | 81,473 | | | 3,418 | | | 4.20 | % | | 71,069 | | | 3,073 | | | 4.32 | % |
| | |
Loans(1) (2) | | | | 899,574 | | | 67,328 | | | 7.49 | % | | 728,508 | | | 50,101 | | | 6.88 | % | | 653,878 | | | 41,395 | | | 6.33 | % |
Federal funds sold | | | | 8,767 | | | 400 | | | 4.56 | % | | 5,035 | | | 161 | | | 3.20 | % | | 8,304 | | | 106 | | | 1.28 | % |
Interest bearing deposits | | | | 1,000 | | | 47 | | | 4.70 | % | | 1,092 | | | 31 | | | 2.84 | % | | 2,479 | | | 34 | | | 1.37 | % |
|
| |
| | | |
| |
| | | |
| |
| |
Total Earning Assets | | | | 987,232 | | | 71,418 | | | 7.24 | % | | 816,108 | | | 53,711 | | | 6.58 | % | | 735,730 | | | 44,608 | | | 6.06 | % |
| | |
Nonaccrual loans | | | | 4,622 | | | | | | | | | 1,857 | | | | | | | | | 667 | |
Less allowance for loan Loss | | | | (11,411 | ) | | | | | | | | (10,756 | ) | | | | | | | | (11,259 | ) |
Cash and due from banks | | | | 28,367 | | | | | | | | | 25,290 | | | | | | | | | 23,539 |
Other non-earning assets | | | | 61,949 | | | | | | | | | 45,576 | | | | | | | | | 38,399 |
|
| | | |
| | | |
| |
Total Assets | | | $ | 1,070,759 | | | | | | | | $ | 878,075 | | | | | | | | $ | 787,076 | |
|
| | | |
| | | |
| |
| | |
Average Liabilities | | |
Interest Bearing Liabilities: | | |
Demand | | | $ | 169,507 | | $ | 3,494 | | | 2.06 | % | $ | 170,211 | | $ | 2,311 | | | 1.36 | % | $ | 184,660 | | $ | 1,441 | | | 0.78 | % |
Savings | | | | 131,226 | | | 2,283 | | | 1.74 | % | | 124,671 | | | 1,509 | | | 1.21 | % | | 99,717 | | | 602 | | | 0.60 | % |
Time | | | | 383,424 | | | 17,156 | | | 4.47 | % | | 257,626 | | | 8,548 | | | 3.32 | % | | 202,378 | | | 5,410 | | | 2.67 | % |
|
| |
| | | |
| |
| | | |
| |
| |
Total Deposits | | | | 684,157 | | | 22,933 | | | 3.35 | % | | 552,508 | | | 12,368 | | | 2.24 | % | | 486,755 | | | 7,453 | | | 1.53 | % |
| | |
Federal funds purchased | | |
and repurchase agreements | | | | 40,151 | | | 1,662 | | | 4.14 | % | | 35,016 | | | 861 | | | 2.46 | % | | 30,983 | | | 289 | | | 0.93 | % |
FHLB advances and | | |
notes payable | | | | 92,228 | | | 4,765 | | | 5.17 | % | | 77,022 | | | 4,032 | | | 5.23 | % | | 73,951 | | | 3,874 | | | 5.24 | % |
Subordinated Debentures | | | | 20,030 | | | 1,337 | | | 6.67 | % | | 10,310 | | | 553 | | | 5.36 | % | | 2,273 | | | 94 | | | 4.14 | % |
|
| |
| | | |
| |
| | | |
| |
| |
Total Interest Bearing | | |
Liabilities | | | | 836,566 | | | 30,697 | | | 3.67 | % | | 674,856 | | | 17,814 | | | 2.64 | % | | 593,962 | | | 11,710 | | | 1.97 | % |
| | |
Demand Deposits | | | | 124,740 | | | | | | | | | 112,088 | | | | | | | | | 104,515 |
|
| | | |
| | | |
| |
Total Funds | | | | 961,306 | | | | | | | | | 786,944 | | | | | | | | | 698,477 |
| | |
Other Non-Interest Bearing | | |
Liabilities | | | | 14,226 | | | | | | | | | 11,966 | | | | | | | | | 9,321 | |
|
| | | |
| | | |
| |
Total Liabilities | | | | 975,532 | | | | | | | | | 798,910 | | | | | | | | | 707,798 |
| | |
Average Shareholders' Equity | | | | 95,227 | | | | | | | | | 79,165 | | | | | | | | | 79,278 |
|
| | | |
| | | |
| |
Total Liabilities and | | |
Shareholders' Equity | | | $ | 1,070,759 | | | | | | | | $ | 878,075 | | | | | | | | $ | 787,076 | |
|
| | | |
| | | |
| |
Net Interest Income(1) | | | | | | $ | 40,721 | | | | | | | | $ | 35,897 | | | | | | | | $ | 32,898 | |
| |
| | | |
| | | |
| |
Rate Spread(1) | | | | | | | | | | 3.57 | % | | | | | | | | 3.94 | % | | | | | | | | 4.09 | % |
| | |
Net Interest Margin (percent of | | |
Average earning assets)(1) | | | | | | | | | | 4.13 | % | | | | | | | | 4.40 | % | | | | | | | | 4.47 | % |
(1) Presented on a fully taxable equivalent basis using a federal income tax rate of 35% for all periods presented.
(2) Interest income includes amortization of loan fees of $1,637,000, $1,524,000, and $1,396,000 for 2006, 2005, and 2004, respectively. Interest on nonaccrual loans is not included.
6
The table below provides an analysis of the changes in interest income and interest expense due to volume and rate:
| 2005/2006
Change in Interest Due to: | | 2004/2005
Change in Interest Due to: |
---|
|
| |
| |
| Average Volume | | Average Rate | | Net Change | | Average Volume | | Average Rate | | Net Change | |
---|
|
| |
| |
| |
| |
| |
| |
| (In Thousands of Dollars) |
Interest Income: | | | | | | | | | | | | | | | | | | | | |
Securities | | |
Taxable Securities(2) | | | $ | (152 | ) | $ | 340 | | $ | 188 | | $ | 224 | | $ | 73 | | $ | 297 | |
Tax-exempt Securities | | | | 33 | | | 4 | | | 37 | | | 239 | | | (191 | ) | | 48 | |
|
| |
| |
| |
| |
| |
| |
Total Securities | | | | (119 | ) | | 344 | | | 225 | | | 463 | | | (118 | ) | | 345 | |
| | |
Loans(2) | | | | 12,348 | | | 4,879 | | | 17,227 | | | 5,030 | | | 3,676 | | | 8,706 | |
Federal Funds Sold | | | | 151 | | | 88 | | | 239 | | | (55 | ) | | 110 | | | 55 | |
Interest Bearing Deposits | | | | (3 | ) | | 19 | | | 16 | | | (26 | ) | | 23 | | | (3 | ) |
|
| |
| |
| |
| |
| |
| |
| | |
Total Interest Income on Earning Assets | | | | 12,377 | | | 5,330 | | | 17,707 | | | 5,412 | | | 3,691 | | | 9,103 | |
| | |
| | |
Interest Expense: | | |
Deposits | | |
Interest Paying Demand | | | | (10 | ) | | 1,193 | | | 1,183 | | | (121 | ) | | 991 | | | 870 | |
Savings | | | | 83 | | | 691 | | | 774 | | | 181 | | | 726 | | | 907 | |
Time | | | | 5,023 | | | 3,585 | | | 8,608 | | | 1,666 | | | 1,472 | | | 3,138 | |
|
| |
| |
| |
| |
| |
| |
Total Deposits | | | | 5,096 | | | 5,469 | | | 10,565 | | | 1,726 | | | 3,189 | | | 4,915 | |
| | |
| | |
Federal Funds Purchased and Securities | | |
Sold under Agreements to Repurchase | | | | 142 | | | 659 | | | 801 | | | 42 | | | 530 | | | 572 | |
FHLB and Other Notes Payable | | | | 786 | | | (53 | ) | | 733 | | | 161 | | | (3 | ) | | 158 | |
Subordinated Debentures | | | | 623 | | | 161 | | | 784 | | | 424 | | | 35 | | | 459 | |
|
| |
| |
| |
| |
| |
| |
| | |
Total Interest Expense on Liabilities | | | | 6,647 | | | 6,236 | | | 12,883 | | | 2,353 | | | 3,751 | | | 6,104 | |
|
| |
| |
| |
| |
| |
| |
| | |
Net Interest Income | | | $ | 5,730 | | $ | (906 | ) | $ | 4,824 | | $ | 3,059 | | $ | (60 | ) | $ | 2,999 | |
|
| |
| |
| |
| |
| |
| |
| (1) | Changes in volume/rate have been allocated between the volume and rate variances on the basis of the ratio that the volume and rate variances bear to each other. |
| (2) | Interest is presented on a fully taxable equivalent basis using a federal income tax rate of 35%. |
In 2006, the average rate realized on earning assets was 7.24%, an increase of 66 basis points from the 2005 results of 6.58%, and 118 basis points higher than the 6.06% realized in 2004. In 2004, the prime rate was unchanged in the first and second quarters, and then moved up in five 25 basis points increments in the third and fourth quarters to its year end level of 5.25%. During 2005, the prime rate increase eight more times in 25 basis point increments, reaching 7.25% at the end of the year. The Federal Reserve continued its campaign of increasing rates four times in the first six months of 2006 bringing the Prime rate to 8.25%, where it remained through the end of the year.
Average loans outstanding increased $171 million in 2006 when compared with 2005. The full year effect of including Keystone Community Bank caused $123 million of that increase. As of December 31, 2006, approximately 31% of the loan portfolio was comprised of variable rate instruments compared with 37% at the end of 2005. Except for a relatively small portion of these loans that are affected under current interest rate conditions by interest rate floors or ceilings, these loans will re-price monthly or quarterly as rates change. The remaining 69% of the loan portfolio is made up of fixed rate loans that do not re-price until maturity. Of the fixed rate loans approximately $130 million, or 21% of the fixed rate loan portfolio, matures within twelve months and are subject to rate adjustments at maturity.
7
As short term interest rates increased in 2005 and 2006, maturing securities in the investment portfolio were replaced with securities of comparable quality bearing equal or higher yields. As a result, maturing securities ran off from the investment portfolio at lower rates than comparable current offerings, increasing the overall investment portfolio yield 48 basis points from 4.20% in 2005 to 4.68% in 2006. In the current rate environment, we expect to be able to replace maturing investments in the portfolio with securities of high quality, and equal or higher yields than those maturing.
Average total deposits for the year increased $144 million, with $126 million of the increase in time deposits. The Keystone acquisition added $146 million to’ the full year average deposits in 2006 compared with $35 million in 2005. Of those deposits Keystone added $89 million and $23 million to average time deposits in 2006 and 2005. The average rate paid on interest bearing liabilities was 3.67% in 2006, compared to 2.64% in 2005, and 1.97% in 2004. Deposit rates increased during 2005 and 2006 in response to the upward movement of short term interest rates, with the average rates paid on time deposits increasing 115 basis points, as new and renewing deposits priced to a higher rate in 2006. Rates on checking and savings deposits also increased in 2006 rising 70 basis points and 53 basis points, respectively. During 2004, maturing time deposits were re-priced to lower rates and average rates paid on checking and savings deposits were lower in response to the overnight borrowing rate reductions of the preceding years. We began using brokered CDs in the third quarter of 2004 to assist with increased funding needs. Brokered CDs carry an interest rate that is generally higher than the rate offered in local markets and are issued with original maturities ranging from three months to two years. The average balance of brokered CDs in 2006 was $42 million compared with $24 million in 2005, and carried an average interest rate of 4.99% in 2006, compared with an average rate of 3.31% in 2005.
We funded a portion of our loan growth with borrowings from the Federal Home Loan Bank (FHLB) and notes payable. During 2006, the average outstanding balance of FHLB advances and notes payable increased $15 million and the year end balance increased $4 million when compared with 2005 balances. Six million of the increase in average FHLB advances was due to the full year impact of the Keystone acquisition. While FHLB borrowings are one method of funding loans when core deposits are not available, the cost is typically higher than the Company’s core deposit costs. The average rate of Federal Home Loan Bank advances and notes payable funding decreased six basis points in 2006, to 5.17%, when compared with the 2005 rate of 5.23%. Borrowings from the Federal Home Loan Bank carry significant prepayment penalties that act as a deterrent to early payment. During 2005, the Company prepaid $10 million of advances that were scheduled to mature in December of 2005. We replaced this funding with new advances of $10 million with maturities of two to three years, incurring prepayment penalties of approximately $75,000, to extend the maturity of those balances, lock in the interest rates available at that time, and remove the risk that rates would be higher when the original advances matured.
In January of 2006, we issued $10.3 million in subordinated debentures that carry a fixed rate of 6.049% for five years, at which time they will convert to a variable interest rate of LIBOR plus 1.27%. In October of 2004, we issued $10.3 million in subordinated debentures, at a variable interest rate of LIBOR plus 1.99% which reprice on a quarterly basis. We utilize short term borrowing, made up of Federal Funds Purchased and Repurchase Agreements as a source of liquidity and to balance our daily cash needs. Average short term borrowed funds increased by $5 million when 2006 is compared with 2005. We also maintain a $25 million variable rate line of credit, which we use from time to time to provide temporary funding. At the end of 2006, there was no balance outstanding on this line of credit compared with $7.5 million outstanding at the end of 2005.
The 2006 rate spread of 3.57% is 37 basis points lower than the 2005 spread of 3.94%, and 52 basis points lower than the 2004 spread of 4.09%. Tax equivalent net interest income increased $4.8 million in 2006 as an increase in total average earning assets of $171 million more than offset the narrower net interest margin. The net interest margin of 4.13% for 2006 was 27 basis points below 2005 and 34 basis points lower than in 2004. The decrease in the rate spread in 2006 was the result of rates on average earning assets increasing 66 basis points while the average cost of interest bearing liabilities increased 103 basis points. The 27 basis point decrease in the net interest margin was a result of a lower percentage of earning assets being funded by non interest bearing liabilities and equity, and a higher cost for interest bearing liabilities. Average earning assets represented 92% of total average assets in 2006, compared with 93% in 2005 and 2004.
Provision for Loan Losses
In accordance with Statement of Financial Accounting Standard No. 114 Accounting by Creditor for the Impairment of a Loan, we allocate a portion of the allowance for loans that we determine to be impaired. We also analyze other loans for specific allocations in order to arrive at the appropriate allowance for loan losses. If a loan for which allocations had been established pays off, or the risk of loss is otherwise reduced, we reverse those specific allocations. The methodology described above resulted in a provision for loan losses in 2006 of $767,000 compared with $295,000 in 2005, and a negative provision of $425,000 in 2004.
8
In 2006, we had recoveries of previously charged off loans totaling $334,000 and favorable outcomes on certain previously identified problem loans, reducing the amount of provision expense needed, while deterioration of certain loans to problem status and charge offs of $2.7 million increased the amount of provision expense needed. Charged off loans, for which allowance had been established in a previous year totaled $1 million reducing the amount we needed to provide in 2006 to maintain the allowance for loan losses at an adequate level.
During 2005, favorable events or pay downs occurred on loans for which $620,000 of specific allocations had been maintained prior to the beginning of 2005. This amount, plus the recovery of $473,000 of amounts previously charged off, combined to reduce the amount of 2005 provision required to keep the allowance at an appropriate level. During 2004, favorable events pertaining to a few loans for which specific loan loss reserves had been established caused us to reverse provision expense resulting in an expense recovery.
At December 31, 2006, the allowance for loan losses as a percent of total loans was 1.10% compared to 1.32% and 1.58% at December 31, 2005, and December 31, 2004, respectively. Total nonperforming loans were 0.47% of ending loans at December 31, 2006, compared to 0.82% and 0.28% at the two previous year ends. The increase in nonperforming loans ratio during 2005 was primarily the result of a single credit of $3.2 million which was placed on nonaccrual status in the fourth quarter of 2005 and a $1.9 million increase in 90 day past due real estate loans. The credit mentioned above had $1.0 million of specific allowance allocations set aside for probable losses at the end of 2005. In the third quarter of 2006, the collateral for this credit was taken and the loan balance charged down to its expected sale value of the collateral. The property was subsequently sold in the fourth quarter of 2006 without significant gain or loss.
Net charged off loans totaled $2,360,000 in 2006 compared to $1,266,000 in 2005, and $621,000 in 2004. Net charged off loans as a percent of average loans were 0.26% in 2006, 0.17% in 2005, and 0.09% in 2004. Although the ratios presented above show increasing net charge offs, the higher level of charge offs which occurred in 2006 and 2005 were anticipated in management’s assessment of its allowance for loan losses. Of the loans that were charged off in 2006 and 2005, $1,390,000 and $580,000 of specific allowance allocations had been set aside at the end of the prior year. Provision expense did not need to be increased to cover those previously identified losses.
Non-interest Income
Non-interest income increased $401,000 in 2006, primarily from a 22% improvement in deposit account fees and the inclusion of Keystone for a full year. Gains on the sale of mortgage loans continued to decline, falling 25% from the 2005 level.
Lower gains on the sale of mortgage loans in 2005 and 2006 are reflective of a higher interest rate environment and a soft housing market. Gain on sale of mortgage loans was $421,000, or 25% lower in 2006, compared with 2005. 2005 was $977,000, or 37% lower than 2004. When a mortgage is refinanced or pre-paid, capitalized mortgage servicing rights relating to that mortgage are written off. Refinance activity in 2006 and 2005 was significantly slower due to higher lending rates, resulting in fewer mortgage loans prepayments, and $340,000 lower amortization cost of serving rights. In 2006, mortgage servicing income (servicing income net of amortization of capitalized serving rights) produced income of $526,000 compared with income of $205,000 in 2005 and a negative $55,000 in 2004. During 2004, mortgage servicing income was affected by refinance activity, causing net servicing income to swing to a net expense position.
Deposit account service charges increased $3,828,000, or 22.0%, in 2006 when compared with $3,137,000 in 2005, and 36% when compared with $2,813,000 in 2004. Keystone added $168,000 of the increase in 2006. The remainder of the change was primarily due to an increase of $550,000 in overdraft fees. Courier and cash delivery services income decreased 2.6% to $1,009,000 in 2006 after having decreased 3.3% in 2005. This revenue is from the operations of 1st Armored Incorporated, which operates an armored car and courier business, and does not include income from servicing Firstbank affiliates.
We exited our real estate appraisal business in July of 2006. The Michigan real estate market continues to be soft and it was determined that the business was not contributing to the Company’s goals. As such, fees from real estate appraisals contributed just $228,000 in 2006, compared with $553,000 in 2005 and $604,000 in 2004. The Company also reduced its stake in the title insurance business, through a reorganization of our 1st Title Insurance Agency, whereby we now have a majority ownership of 52% in the business. Title insurance sales declined to $410,000 in 2006 compared with $551,000 and $618,000 in 2005 and 2004, respectively. Income from our real estate company decreased to $821,000 from $1,113,000 in 2005 and $945,000 in 2004 as Michigan’s housing market limited our opportunities in this area.
9
Other non-interest income increased $621,000, and includes gains on the sale of a minority interest in our title insurance business of $274,000 and $43,000 on the sale of our real estate appraisal business.
Non-interest Expense
Salary and employee benefits expenses increased $2,491,000, or 15.5%, when 2006 is compared with 2005. The Keystone acquisition added $2,333,000 to expense in 2006 compared with just $545,000 in 2005. Also included in this year’s expense is the cost of expensing stock options of $246,000 which was required for the first time in 2006. Excluding the costs associated with Keystone and the new stock options expense, salary and employee benefits would have increased $457,000 or 2.8% in 2006. The increase was largely due to annual salary increments, merit raises and staffing requirements related to two additional offices. Employee benefit costs increased 23.3% when 2006 is compared with 2005, primarily from higher employee group insurance cost which increased 25.8% in 2006 reflecting the full year effects of Keystone, and higher health care costs. The Company employed 405 full time equivalent employees at the end of 2006 compared with 405 at the end of 2005, and 365 at year end 2004. Full time equivalent employees at Keystone added 37 to the total in 2005 and 40 at the end of 2006.
Expenses of occupancy and equipment increased $892,000 or 21.0% over 2005. The full year effect of the Keystone acquisition caused $564,000 of that increase over the prior year. Occupancy and equipment expense had increased $374,000, or 9.7%, over the 2004 level, of which $213,000 was attributable to costs added by the Keystone acquisition last year.
Amortization of intangible assets increased $270,000, or 68.4% in 2006, after increasing $93,000, 30.8%, during 2005. The increases in both years are entirely the result of amortized intangibles expense added for Keystone core deposits and other intangibles.
Included in other non interest expense for 2004 was a $415,000 charge relating to impairment of goodwill at our Gladwin Land Company and CA Hanes, Realty Inc. businesses. In the fourth quarter of 2004, we determined that goodwill at our Gladwin Land Company and CA Hanes Realty, Inc. subsidiaries was impaired. We use a discounted future cash flow model to evaluate the goodwill of our non banking subsidiaries. Under the provisions of Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, the $314,000 of goodwill at Gladwin Land was determined to be fully impaired, and was written off in its entirety. The $376,000 of goodwill at CA Hanes Realty, Inc. was determined to be partially impaired and written down by $101,000 to a remaining value of $275,000. This balance was unchanged at the end of 2006.
Michigan single business tax expense decreased $105,000 in 2006 after decreasing $267,000 in 2005. Each year we evaluate our contingent tax liabilities and make adjustments as necessary through our Michigan single business tax expense. For 2006, this evaluation had little impact on 2006 expense. The current year decline resulted primarily from reduced earnings in our banking business. During the fourth quarter of 2004 our comprehensive review of our tax asset and liability accounts resulted in a $365,000 increase in our single business tax liability expense. Our analysis indicates that certain exposures will roll off in 2007 resulting in a further reduction of our Michigan single business tax liability and expense.
Expenses for outside professional services decreased $595,000 in 2006 after increasing $211,000 in 2005. The lower expense was primarily due to reduced costs in our real estate appraisal and real estate sales businesses, which were $306,000 lower in 2006.
Advertising and special promotion expense was $1,059,000, up $488,000, or 85.5%, in 2006 following an increase in 2005 to $571,000 from $497,000 in 2004. The increase from 2005 to 2006 was primarily related to costs associated with Keystone, which added $273,000 of the increase.
Other non-interest expense increased to $8,060,000 in 2006 from $6,620,000 in 2005 and $5,908,000 in 2004. Keystone added $1,063,000 in 2006 and $209,000 in 2005 of the expense in this area. The remainder of the increase was primarily due to costs associated with the formation of our captive insurance company and higher costs of technology. We invested in upgrades to many of our systems over the past two years to improve our delivery of products to our customers.
10
Federal Income Tax
Our effective federal income tax rates were 30% for 2006, 32% for 2005 and 29% for 2004. During 2006, we lowered our estimate of contingent tax liabilities and recorded a reduction in our current tax expense of approximately $240,000. Excluding this adjustment, our federal income tax rate for 2006 would have been 32%. In 2004, we performed a comprehensive review of our tax asset and liability accounts in order to adjust previous estimates of contingent tax liabilities. As a result, we reduced our federal tax liability and the corresponding expense in the amount of $529,000. Excluding this adjustment, our federal income tax rate for 2004 would have been 32%. Our investment in securities and loans which provide income exempt from federal income tax and the items noted above are the principal causes of the difference between the effective tax rates noted above and the statutory tax rate of 35% for all three years.
FINANCIAL CONDITION
Total assets at December 31, 2006 were $1.095 billion, exceeding December 31, 2005 total assets of $1.061 billion by $34 million, or 3.2%. Total portfolio loans increased 3.5% at December 31, 2006 compared with the balance at the previous year end. This growth rate included the impact of the payoff of a $10.5 million group of loans late in December. Commercial loans increased $11.3 million, or 6.0%. Residential mortgage loans increased $11.7 million, or 4.3%, while commercial mortgage loans decreased $16.2 million, or 5.4%. Construction loans were $20.2 million higher at December 31, 2006, increasing 33.0%, from the previous year end. Consumer loans were $3.9 million, or 6.6% higher at the current year end.
| (In Thousands of Dollars) |
| 2006 | | 2005 | | Change | | % Change |
---|
|
| |
| |
| |
|
Commercial | | | $ | 194,810 | | $ | 183,473 | | $ | 11,337 | | | 6 | % |
Commercial real estate | | | | 286,249 | | | 302,471 | | | (16,222 | ) | | (5 | )% |
Residential real estate | | | | 284,137 | | | 272,402 | | | 11,735 | | | 4 | % |
Construction | | | | 81,218 | | | 61,067 | | | 20,151 | | | 33 | % |
Consumer | | | | 63,106 | | | 59,211 | | | 3,895 | | | 7 | % |
|
| |
| |
| |
Total | | | $ | 909,520 | | $ | 878,624 | | $ | 30,896 | | | 4 | % |
|
| |
| |
| |
| | |
Mortgages serviced for others | | | $ | 471,600 | | $ | 473,000 | | $ | (1,400 | ) | | (3 | )% |
Total securities available for sale decreased $4.7 million, or 6.3%, as we allowed certain securities to run off without replacement during the year. Securities available for sale were 6.3% of total assets at year end 2006, compared with 7.0% at the end of 2005.
Premises and equipment increased by $755 thousand after recognized depreciation of $2,539,000. The increase in premise and equipment was mainly due to branch expansion in the Company’s West Branch and Keystone affiliates.
Total deposits increased at the end of 2006 to $835 million, an increase of 3.0%, compared to $811 million at year end 2005. At the end of 2006, we had $46.0 million of brokered CDs on the balance sheet, compared with $44.4 million at the end of 2005. Brokered CDs generally carry a higher interest rate than locally generated CDs of similar duration, but are available in large dollar pools which results in lower operational cost than smaller dollar local deposits. Including brokered CDs, total time deposits increased $55.4 million, or 15.4% compared with the end of 2005. Non-interest bearing demand deposit balances were basically unchanged from the end of 2005, increasing just $1.4 million to $131.9 million at year end 2006. Interest bearing demand deposits decreased by $26.2 million, or 14.0% and savings account balances decreased $6.3 million, or 4.7%. Securities sold under agreements to repurchase increased by $1.1 million and federal funds purchased decreased $9.2 million.
Federal Home Loan Bank advances and notes payable increased by $3.5 million at December 31, 2006 as compared with December 31, 2005. Federal Home Loan Bank advances increased $11.1 million, and we paid off our outstanding balance on our line of credit, reducing notes payable by $7.5 million. The line of credit was paid off in January 2006 with proceeds from the issuance of a $10 million subordinated debenture. Note 11 and Note 12 of the Notes to Consolidated Financial Statements have additional discussion of borrowings.
11
Asset Quality
Loans are carried at an amount which management believes will be collected. A balance considered not collectible is charged against (reduction of) the allowance for loan losses. In 2006, net charged off loans were $2,360,000 compared to $1,266,000 in 2005. Net charged off loans as a percentage of average loans were 0.26% and 0.17% in 2006 and 2005. The increase in charged off loans in 2006 was largely the result of the write off of a single large commercial real estate credit that was charged off in the third quarter. That credit had previously been identified as a problem loan for which an allocated loan loss allowance had been established in prior years and did not result in additional provision expense in 2006.
Nonperforming loans are defined as nonaccrual loans, loans 90 days past due and any loans where the terms have been renegotiated. Total nonperforming loans were $4.2 million and $7.2 million at December 31, 2006 and 2005, respectively. Total nonaccrual loans were $1.8 million at December 31, 2006, compared to $4.8 million at the end of 2005. The decrease in non accrual loans was mainly due to the charged off loan relationship mentioned in the previous paragraph. Loans past due 90 days or more were basically unchanged increasing to $2.5 million at year end 2006 compared with $2.4 million at the end of 2005. Impaired loans are commercial loans for which we believe it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The average investment in impaired loans was $3.3 million during 2006 compared to $4.7 million during 2005. At year end, impaired loans were $2.9 million compared with $5.0 million at December 31, 2005.
The allowance for loan losses was decreased $1.6 million, or 13.8%, during 2006. This decrease was a result of charged off loans of $2.7 million during the year, which exceeded current year provision for loans of $767,000 and recoveries of prior charged off loans of $334,000. We record provision for loan loss expense when loans for which losses are likely, are identified. For loans which carry an allocated allowance, no expense is recognized at the time of charge off because it has been previously provided for. See the discussion of loan loss provision expense previously presented for additional information. The allowance for loan losses represents 1.10% of outstanding loans at the end of 2006 compared with 1.32% at December 31, 2005.
We maintain the allowance at a level which we believe adequately provides for losses inherent in the loan portfolio. Such losses are estimated by a variety of factors, including specific examination of certain borrowing relationships and consideration of historical losses incurred on certain types of credits. We focus on early identification of problem credits through ongoing reviews by management, loan personnel and an outside loan review specialist. Please refer to Note 6 of the Notes to Consolidated Financial Statements for more information on impaired loans.
LIQUIDITY AND INTEREST RATE SENSITIVITY
Asset liability management aids us in achieving reasonable and predictable earnings and liquidity while maintaining a balance between interest earning assets and interest bearing liabilities. Liquidity management involves the ability to meet the cash flow requirements of our customers. These customers may be either borrowers needing to meet their credit requirements or depositors wanting to withdraw funds. Management of interest rate sensitivity attempts to manage the level of varying net interest margins and to achieve consistent net interest income through periods of changing interest rates. The net interest margin was 4.13% in 2006 compared to 4.40% in 2005. Loan yields increased 61 basis points, from 6.88% in 2005, to 7.49% in 2006. Deposit costs increased 111 basis points from 2.24% in 2005 to 3.35% in 2006. Loan demand was modest through most of the year, and average loans outstanding increased by $171 million, with $123 million of that growth contributed by the Keystone acquisition. Average total earning assets increased $171 million as loans were funded, with Keystone adding $127 million of that total.
Full year average balances in time deposits increased $126 million compared with the prior year. The Keystone acquisition added $69 million of those deposits. Throughout the year, we experienced a shift from lower cost demand and savings products into higher rate time deposit products in all of our markets. We continued to maintain our short term funding needs through the use of overnight funding, and averaged $9.0 million of federal funds purchased in 2006, compared with $7 million in 2005. The use of Federal Home Loan Bank advances continued to be a significant source of longer term funding, with average advances increasing from the prior year end by $15 million, of which $6 million were added through the Keystone acquisition. We also maintain a $25 million variable rate line of credit which had an average balance of $1.7 million during 2005 compared with $0.5 million in 2006.
12
A decision to increase deposit rates affects most rates currently paid and, therefore, has an immediate negative impact on net interest margin. With the exception of variable rate loans, an increase in loan rates does not affect the yield until a new loan is made. The prime rate increased four times in 25 basis point increments during the first half of 2006, and then held at 8.25% through the end of the year. During the first three quarters of 2006, our net interest margin was relatively stable, ranging from 4.15% to 4.21% and averaging 4.18%. In the fourth quarter, the net interest margin fell to 3.98% as funding costs continued to rise while yields on loans remained basically unchanged.
The principal sources of liquidity for us are maturing securities, federal funds purchased or sold, loan payments by borrowers, investment securities, loans held for sale, deposit or deposit equivalent growth and Federal Home Loan Bank advances. Securities maturing or re-pricing within one year at December 31, 2006 were $27 million, compared to $24 million at December 31, 2005. Total investments available for sale were $69 million, a decrease of $5 million from the prior year end.
The table below shows the interest sensitivity gaps for five different intervals as of December 31, 2006. Deposits that do not have a fixed maturity date are shown as immediately re-pricing according to reporting conventions.
| Maturity or Re-Pricing Frequency |
---|
|
| |
| (Dollars in Millions) |
---|
| 1 Day | | 2 Days through 3 Months | | 4 Months through 12 Months | | 13 Months through 5 Years | | More than 5 Years |
---|
|
| |
| |
| |
| |
| |
Interest Earning Assets: | | | | | | | | | | | | | | | | | |
Loans | | | $ | 282.5 | | $ | 47.9 | | $ | 95.5 | | $ | 417.3 | | $ | 67.6 | |
Securities | | | | 0.0 | | | 7.9 | | | 19.0 | | | 26.0 | | | 13.0 | |
Other earning assets | | | | 24.9 | | | 0.0 | | | 0.0 | | | 0.0 | | | 9.1 | |
|
| |
| |
| |
| |
| |
Total | | | | 307.4 | | | 55.8 | | | 114.5 | | | 443.3 | | | 89.7 | |
| | |
Interest Bearing Liabilities: | | |
Deposits | | | | 288.7 | | | 96.1 | | | 226.5 | | | 92.1 | | | 0.1 | |
Other interest bearing liabilities | | | | 38.2 | | | 56.7 | | | 7.6 | | | 40.6 | | | 6.8 | |
|
| |
| |
| |
| |
| |
Total | | | | 326.9 | | | 152.8 | | | 234.1 | | | 132.7 | | | 6.9 | |
| | |
Interest Sensitivity Gap | | | | (19.5 | ) | | (97.0 | ) | | (119.6 | ) | | 310.6 | | | 82.8 | |
| | |
Cumulative Gap | | | | (19.5 | ) | | (116.5 | ) | | (236.1 | ) | | 74.5 | | | 157.3 | |
For the one day interval, maturities of interest bearing liabilities exceed those of interest earning assets by $19.5 million. Included in the one day maturity classification are $289 million in savings and checking accounts which are contractually available to our customers immediately, but in practice, function as core deposits with considerably longer maturities. In the two day through the five year time frame, interest sensitive assets exceed interest sensitive liabilities by $94 million, resulting in a cumulative position of interest sensitive assets exceeding interest sensitive liabilities by $75 million through five years. For the time period greater than five years, the analysis shows a switch to an asset sensitive position, such that cumulatively, interest sensitive assets exceed interest sensitive liabilities by $157.3 million.
Showing a negative cumulative gap through the twelve month period does not necessarily result in a corresponding decrease in net interest income during a rising rate environment. In practice, deposit rates do not change as rapidly as would be indicated by the contractual availability of deposit balances to customers. Also, changes in the steepness of the yield curve can cause differing effects on different products. Some of the cost associated with higher deposit rates is mitigated by rate increases on variable rate loans and by renewals of fixed rate loan to higher rates. Conversely, showing a negative cumulative gap through the twelve month period does not necessarily result in a corresponding increase in net interest income during a declining rate environment for similar reasons.
Interest rate sensitivity varies with different types of interest earning assets and interest bearing liabilities. Overnight investments, on which rates change daily, and loans tied to the prime rate differ considerably from long term investment securities and fixed rate loans. Time deposits over $100,000 and money market accounts are more interest sensitive than regular savings accounts. Comparison of the re-pricing intervals of interest earning assets to interest bearing liabilities is a measure of the interest sensitivity gap. Balancing interest rate sensitivity is a continual challenge in a changing rate environment. We use a sophisticated computer program to: perform analysis of interest rate risk, assist with our asset and liability management, and measure the expected impact of interest rate changes and our sensitivity to those changes.
13
CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENT LIABLILITES, AND OFF-BALANCE SHEET ARRANGEMENTS
We have various financial obligations, including contractual obligations and commitments, that may require future cash payments.
The following table presents, as of December 31, 2006, significant fixed and determinable contractual obligations to third parties by payment date.
| (In Thousands of Dollars) |
---|
Contractual Obligation | One Year or less | | 1 - 3 Years | | 3 - 5 Years | | More than 5 Years | | Total |
---|
| |
| |
| |
| |
| |
| |
Time Deposits | | | $ | 324,349 | | $ | 63,824 | | $ | 26,714 | | $ | 68 | | $ | 414,955 | |
Federal Funds Borrowed and | | |
Repurchase Agreements | | | | 35,179 | | | | 35,179 | |
Long Term Debt | | | | 12,640 | | | 28,171 | | | 46,545 | | | 6,821 | | | 94,177 | |
Subordinated Debt | | | | 0 | | | 0 | | | 0 | | | 20,620 | | | 20,620 | |
Operating Leases | | | | 368 | | | 668 | | | 556 | | | 0 | | | 1,592 | |
Further discussion of the nature of each obligation is included in Notes 7, 10, 11, 12, and 13 to the consolidated financial statements.
Our operating lease obligations represent short and long-term lease and rental payments, primarily for facilities, and to a lesser degree for certain software and data processing equipment.
The following table details the amounts and expected maturities of significant commitments as of December 31, 2006.
| (In Thousands of Dollars) |
---|
| | One Year Or Less | | One to Three Years | | Three to Five Years | | Over Five Years | | Total |
---|
|
| |
| |
| |
| |
| |
Credit: | | | | | | | | | | | | | | | | | |
Commercial real estate | | | $ | 24,104 | | $ | 5,982 | | $ | 7,627 | | $ | 2,268 | | $ | 39,981 | |
Residential real estate | | | | 1,406 | | | 200 | | | 36 | | | 16,952 | | | 18,594 | |
Construction loans | | | | 9,030 | | | 688 | | | 1,969 | | | 0 | | | 11,687 | |
Revolving home equity and credit card lines | | | | 4,564 | | | 14,067 | | | 12,559 | | | 4,004 | | | 35,194 | |
Other | | | | 58,576 | | | 12,823 | | | 2,276 | | | 13,904 | | | 87,579 | |
Commercial standby letters of credit | | | | 9,224 | | | 2,540 | | | 5,762 | | | 2,250 | | | 19,776 | |
Commitments to extend credit, including loan commitments, standby letters of credit and commercial letters of credit, do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon. Further discussion of these commitments is included in Note 17 to the consolidated financial statements.
CRITICAL ACCOUNTING POLICIES
Certain of our accounting policies are important to the portrayal of our 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. Our significant accounting policies are discussed in detail in Note 1 of the Notes to the Consolidated Financial Statements.
14
We view critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on the financial statements. We believe that our 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.
Allowance for Loan LossesThe allowance for loan losses is a valuation allowance for probable incurred credit losses. We use a quantitative and qualitative methodology for analyzing factors which impact the allowance for loan losses consistently across its six banking subsidiaries. The process applies risk factors for historical charge-offs and delinquency experience, portfolio segment weightings and industry and regional factors and trends as they affect the banks’ portfolios. The consideration of exposures to industries potentially most affected by current risks in the economic and political environment, and the review of potential risks in certain credits that either are, or are not, considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank. Loan losses are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed.
Loans are reviewed on an ongoing basis for impairment. A loan is impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected cash flows discounted at the loan’s effective interest rate or, as a practical expedient, the fair value of collateral if the loan is collateral dependent. Loans considered to be impaired are reduced to the present value of expected future cash flows, or to the fair value of collateral by allocating a portion of the allowance for loan losses to such loans. If these allocations cause an increase in the allowance for loan losses, such increase is reported as provision for loan loss expense. Increases or decreases in carrying value due to changes in estimates of future payments or the passage of time are reported as reductions or increases in the provision for loan losses.
Smaller balance homogeneous loans such as residential first mortgage loans secured by one to four family residences, residential construction, automobile, home equity and second mortgage loans, are collectively evaluated for impairment. Commercial loans and first mortgage loans secured by other properties are evaluated individually for impairment. When credit analysis of the borrower’s operating results and financial condition indicates the underlying ability of the borrower’s business activity is not sufficient to generate adequate cash flow to service the business’ cash needs, including our loans to the borrower, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 90 days or less. Commercial loans are rated on a scale of 1 to 8, with grades 1 to 4 being satisfactory grades, 5 being special attention or watch, 6 — substandard, 7 — doubtful, and 8 — loss. Loans graded 5, 6, 7, and 8 are considered for impairment. Loans are generally moved to nonaccrual status when 90 days or more past due. These loans are often considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.
Fair Value of Securities and Other Financial InstrumentsSecurities available for sale consist of bonds and notes which might be sold prior to maturity due to changes in interest rate, prepayment risks, yield and availability of alternative investments, liquidity needs or other factors. Securities classified as available for sale are reported at their fair value. Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers: (1) the length of time and extent that fair value has been less than carrying value; (2) the financial condition and near term prospects of the issuer; and (3) the Company’s ability and intent to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.
Market values for securities available for sale are obtained from outside sources and applied to individual securities within the portfolio. The difference between the amortized cost and the current market value of securities is recorded as a valuation adjustment and reported in other comprehensive income.
Valuation of Mortgage Servicing RightsMortgage servicing rights are recognized as assets for the allocated value of retained servicing rights on loans sold. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues.
15
We utilize a discounted cash flow model to determine the value of its servicing rights. The valuation model utilizes mortgage prepayment speeds, the remaining life of the mortgage pool, delinquency rates, our cost to service loans, and other factors to determine the cash flow that we will receive from serving each grouping of loans. These cash flows are then discounted based on current interest rate assumptions to arrive at the fair value for the right to service those loans. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans classified by interest rates. Any impairment of a grouping is reported as a valuation allowance.
Acquisition IntangiblesGenerally accepted accounting principles require us to determine the fair value of all of the assets and liabilities of an acquired entity, and record their fair value on the date of acquisition. We employ a variety of means in determination of the fair value, including the use of discounted cash flow analysis, market comparisons, and projected future revenue streams. For certain items that we believe we have the appropriate expertise to determine the fair value, we may choose to use our own calculation of the value. In other cases, where the value is not easily determined, we consult with outside parties to determine the fair value of the asset or liability. Once valuations have been adjusted, the net difference between the price paid for the acquired company and the value of its balance sheet is recorded as goodwill.
Contingent Tax LiabilitiesContingent tax liabilities, primarily Michigan single business tax liabilities, are estimated based on the our exposures to interpretation of the applicable tax codes. We estimate our contingent tax liabilities by determining the amount of income that may be at risk of an adverse interpretation by taxing authorities on specific issues, multiplied by our effective tax rate, to determine our gross exposure. Once this exposure is determined, an estimate of the probability of an adverse adjustment being required is determined and applied to the gross liability to determine the contingent tax reserve.
Recent Accounting Pronouncements
In September 2006, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), which is effective for fiscal years ending on or after November 15, 2006. SAB 108 provides guidance on how the effects of prior-year uncorrected financial statement misstatements should be considered in quantifying a current year misstatement. SAB 108 requires public companies to quantify misstatements using both an income statement (rollover) and balance sheet (iron curtain) approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. If prior year errors that had been previously considered immaterial now are considered material based on either approach, no restatement is required so long as management properly applied its previous approach and all relevant facts and circumstances were considered. Adjustments considered immaterial in prior years under the method previously used, but now considered material under the dual approach required by SAB 108, are to be recorded upon initial adoption of SAB 108. The adoption of SAB 108 at December 31, 2006 resulted in the recording of an increase to retained earnings of $293,000. This was an accumulation of prior year’s over accruals of Michigan single business tax and federal tax liabilities.
The Financial Accounting Standards Board (FASB) issued Statement No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment to FASB Statements No. 133 and 140. This Statement permits fair value re-measurement for any hybrid financial instruments, clarifies which instruments are subject to the requirements of Statement No. 133, and establishes a requirement to evaluate interests in securitized financial assets and other items. The new standard is effective for financial assets acquired or issued after the beginning of the entity’s first fiscal year that begins after September 15, 2006. We do not expect the adoption of this statement to have a material impact on our consolidated financial position or results of operations.
The FASB issued Statement No. 156, Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140. This Statement provides the following: 1) revised guidance on when a servicing asset and servicing liability should be recognized; 2) requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; 3) permits an entity to elect to measure servicing assets and servicing liabilities at fair value each reporting date and report changes in fair value in earnings in the period in which the changes occur; 4) upon initial adoption, permits a onetime reclassification of available-for-sale securities to trading securities for securities which are identified as offsetting the entity’s exposure to changes in the fair value of servicing assets or liabilities that a servicer elects to subsequently measure at fair value; and 5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional footnote disclosures. This standard is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006 with the effects of initial adoption being reported as a cumulative-effect adjustment to retained earnings. We do not expect the adoption of this statement will have a material impact on our consolidated financial position or results of operations.
16
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. We have not completed our evaluation of the impact of the adoption of this standard.
The FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (FIN 48), which prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We have determined that the adoption of FIN 48 will not have a material effect on our consolidated financial position or results of operations.
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. We have determined that the adoption of EITF No. 06-4 will not have a material effect on our consolidated financial position or results of operations.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We face market risk to the extent that both earnings and the fair market values of our financial instruments are affected by changes in interest rates. We manage this risk with static GAP analysis and simulation modeling. During 2006 as the prime rate increased and fixed rate commercial mortgages replaced variable rate commercial loans in our portfolio, simulations showed a decreased sensitivity to changes in interest rates. However, we maintained an overall position which indicates a positive change in projected earnings related to increases in rates, and a negative change in projected earnings related to decreases in rates. As of the date of this annual 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.
Our market risk exposure is mainly comprised of our vulnerability to interest rate risk. We do not accept significant interest rate risk in its mortgage banking operations. To manage our interest rate risk in mortgage banking we generally lock in our sale price to the purchaser of a loan at the same time we make a rate commitment to the borrower. Prevailing interest rates and interest rate relationships in the future will be primarily determined by market 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” in this annual report for a discussion of the limitations on our responsibility for such statements.
The following tables provide information about our financial instruments that are sensitive to changes in interest rates as of December 31, 2006 and 2005. They show expected maturity date values for loans and securities which were calculated without adjusting the instruments’ contractual maturity dates for expected prepayments. Maturity date values for interest bearing core deposits were not based on estimates of the period over which the deposits would be outstanding, but rather, the opportunity for re-pricing. We believes that re-pricing dates, as opposed to expected maturity dates, may be more relevant in analyzing the value of such instruments and are reported as such in the following tables. Fair value is computed as the present value of expected cash flows at rates in effect at the date indicated.
17
Principal/Notional Amounts Maturing or Repricing in: | | | (In Thousands of Dollars) |
As of December 31, 2006 | 2007 | | 2008 | | 2009 | | 2010 | | 2011 | | Thereafter | | Total | | Fair Value 12/31/06 |
---|
| |
| |
| |
| |
| |
| |
| |
| |
| |
Rate Sensitive Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed interest rate loans | | | $ | 130,353 | | $ | 103,002 | | $ | 109,596 | | $ | 98,602 | | $ | 79,751 | | $ | 109,204 | | $ | 630,509 | | $ | 597,935 | |
Average interest rate | | | | 6.74% | | | 6.39% | | | 6.50% | | | 6.32% | | | 6.97% | | | 7.05% | |
Variable interest rate loans | | | | 112,942 | | | 71,569 | | | 41,878 | | | 19,782 | | | 13,654 | | | 20,306 | | | 280,131 | | | 282,494 | |
Average interest rate | | | | 8.52% | | | 7.75% | | | 8.17% | | | 8.29% | | | 8.57% | | | 7.97% | |
Fixed interest rate securities | | | | 26,524 | | | 12,684 | | | 5,176 | | | 4,674 | | | 2,467 | | | 16,627 | | | 68,152 | | | 68,152 | |
Average interest rate | | | | 4.34% | | | 4.44% | | | 4.19% | | | 4.34% | | | 3.87% | | | 4.60% | |
Variable interest rate | | | | | | | | | | | | | | | | | | | 973 | | | 973 | | | 973 | |
securities | | | | | | | | | | | | | | | | | | | 4.36% | |
Average interest rate | | |
Other interest bearing assets | | | | 24,853 | | | | | | | | | | | | | | | 5,924 | | | 30,777 | | | 30,777 | |
Average interest rate | | | | 5.21% | |
Rate Sensitive Liabilities: | | |
Savings and interest bearing | | |
checking | | | | 288,529 | | | | | | | | | | | | | | | | | | 288,529 | | | 288,424 | |
Average interest rate | | | | 1.96% | |
Time deposits | | | | 324,349 | | | 45,054 | | | 18,770 | | | 15,350 | | | 11,365 | | | 67 | | | 414,955 | | | 418,125 | |
Average interest rate | | | | 4.43% | | | 4.19% | | | 3.89% | | | 4.63% | | | 5.32% | | | 3.50% | |
Fixed interest rate | | |
borrowings | | | | 15,739 | | | 19,145 | | | 6,027 | | | 41,545 | | | 4,000 | | | 17,132 | | | 103,587 | | | 100,167 | |
Average interest rate | | | | 4.67% | | | 4.44% | | | 4.73% | | | 5.53% | | | 5.27% | | | 6.09% | |
Variable interest rate | | |
borrowings | | | | 4,000 | | | | | | | | | | | | | | | 10,310 | | | 14,310 | | | 14,313 | |
Average interest rate | | | | 5.40% | | | | | | | | | | | | | | | 7.36% | |
Repurchase agreements | | | | 32,079 | | | | | | | | | | | | | | | | | | 32,079 | | | 32,079 | |
Average interest rate | | | | 4.18% | |
| | | (In Thousands of Dollars) |
As of December 31, 2005 | 2006 | | 2007 | | 2008 | | 2009 | | 2010 | | Thereafter | | Total | | Fair Value 12/31/05 |
---|
| |
| |
| |
| |
| |
| |
| |
| |
| |
Rate Sensitive Assets: | | |
Fixed interest rate loans | | | $ | 115,761 | | $ | 77,721 | | $ | 102,640 | | $ | 78,606 | | $ | 90,154 | | $ | 90,447 | | $ | 555,329 | | $ | 531,624 | |
Average interest rate | | | | 6.58% | | | 6.42% | | | 6.33% | | | 6.16% | | | 6.31% | | | 7.10% | |
Variable interest rate loans | | | | 114,206 | | | 43,169 | | | 61,059 | | | 51,185 | | | 27,906 | | | 25,770 | | | 323,295 | | | 323,884 | |
Average interest rate | | | | 7.65% | | | 7.36% | | | 7.01% | | | 7.22% | | | 7.34% | | | 7.21% | |
Fixed interest rate securities | | | | 24,163 | | | 15,847 | | | 8,707 | | | 5,818 | | | 2,561 | | | 15,187 | | | 72,283 | | | 72,283 | |
Average interest rate | | | | 3.04% | | | 3.80% | | | 4.34% | | | 4.36% | | | 3.81% | | | 3.44% | |
Variable interest rate | | |
securities | | | | | | | | | | | | | | | | | | | 1,528 | | | 1,528 | | | 1,528 | |
Average interest rate | | | | | | | | | | | | | | | | | | | 4.40% | |
Other interest bearing assets | | | | 17,295 | | | | | | | | | | | | | | | 6,309 | | | 23,604 | | | 23,603 | |
Average interest rate | | | | 2.68% | |
Rate Sensitive Liabilities: | | |
Savings and interest bearing | | |
checking | | | | 320,982 | | | | | | | | | | | | | | | | | | 320,982 | | | 319,768 | |
Average interest rate | | | | 1.76% | |
Time deposits | | | | 230,359 | | | 81,183 | | | 18,974 | | | 15,692 | | | 13,274 | | | 85 | | | 359,567 | | | 359,557 | |
Average interest rate | | | | 3.24% | | | 4.11% | | | 3.66% | | | 3.39% | | | 4.37% | | | 4.35% | |
Fixed interest rate | | |
borrowings | | | | 23,255 | | | 9,162 | | | 14,198 | | | 25 | | | 41,568 | | | 7,231 | | | 95,439 | | | 94,825 | |
Average interest rate | | | | 3.91% | | | 4.19% | | | 4.20% | | | 6.00% | | | 5.53% | | | 6.02% | |
Variable interest rate | | |
borrowings | | | | 7,496 | | | | | | | | | | | | | | | 10,310 | | | 17,806 | | | 17,791 | |
Average interest rate | | | | 6.27% | | | | | | | | | | | | | | | 4.65% | |
Repurchase agreements | | | | 31,011 | | | | | | | | | | | | | | | | | | 31,011 | | | 31,011 | |
Average interest rate | | | | 2.88% | |
18
CAPITAL RESOURCES
The Company obtain funds for our operating expenses and dividends to shareholders through dividends from its subsidiary banks. In general, the subsidiary banks pay only those amounts required to meet holding company cash requirements, while maintaining appropriate capital at the banks. Capital is maintained at the subsidiary banks to support their current operations and projected future growth.
Bank regulators have established risk based capital guidelines for banks and bank holding companies. Minimum capital levels are established under these guidelines and each asset category is assigned a perceived risk weighting. Off balance sheet items, such as loan commitments and standby letters of credit, also require capital allocations.
As of December 31, 2006, our total capital to risk weighted assets exceeded the minimum requirement for capital adequacy purposes of 8% by $31 million. Tier 1 capital to risk weighted assets exceeded the minimum of 4% by $57 million, and Tier 1 capital to average assets exceeded the minimum of 4% by $51 million. For a more complete discussion of capital requirements please refer to Note 21 of the Notes to Consolidated Financial Statements. The Federal Deposit Insurance Corporation insures specified customer deposits and assesses premium rates based on defined criteria. Insurance assessment rates may vary from bank to bank based on the factors that measure the perceived risk of a financial institution. One condition for maintaining the lowest risk assessment, and therefore, the lowest insurance rate, is the maintenance of capital at the “well capitalized” level. Each of our affiliate banks has exceeded the regulatory criteria for a “well capitalized” financial institution and each bank pays the lowest assessment rate assigned by the FDIC.
A certain level of capital growth is desirable to maintain an appropriate ratio of equity to total assets. The compound annual growth rate for total average assets for the past five years was 7.7%. The compound annual growth rate for average equity over the same period was 6.9%.
We have determined one way of maintaining capital adequacy is to maintain a reasonable rate of internal capital growth. The percentage return on average equity times the percentage of earnings retained after dividends equals the internal growth percentage. The following table illustrates this relationship:
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Return on average equity | | | | 10 | .72% | | 12 | .77% | | 13 | .06% |
Multiplied by | | |
Percentage of earnings retained | | | | 45 | .28% | | 52 | .65% | | 57 | .44% |
Equals | | |
Internal capital growth | | | | 4 | .85% | | 6 | .72% | | 7 | .50% |
We have retained between 45% and 57% of its earnings from 2004 to 2006. To achieve the goal of acceptable internal capital growth, we intend to continue our efforts to increase our return on average equity while maintaining a reasonable cash dividend.
As an additional enhancement to capital growth we offer a dividend reinvestment program. The Firstbank Corporation Dividend Reinvestment Plan was first offered in 1988. At December 31, 1988, 123 owners holding 209,856 shares participated in the Plan. By the end of 2006, 1,068 owners holding 2,369,827 shares were participating in the Plan.
We are not aware of any recommendations by regulatory authorities at December 31, 2006, which are likely to have a material effect on our liquidity, capital resources or operations.
FORWARD LOOKING STATEMENTS
This annual report including, without limitation, management’s discussion and analysis of financial condition and results of operations, and other sections of our Annual Report to Shareholders, contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Company itself. Words such as “anticipate”, “believe”, “determine”, “estimate”, “expect”, “forecast”, “intend”, “is likely”, “plan”, “project”, “opinion”, “should”, variations of such terms, and similar expressions are intended to identify such forward-looking statements. 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; the ability of the Company to locate and correct all data sensitive computer codes; and the vicissitudes of the national economy. The Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
19
COMMON STOCK DATA
Firstbank Corporation Common Stock was held by 1,669 shareholders of record as of December 31, 2006. Total shareholders number approximately 3,230, including those whose shares are held in nominee name through brokerage firms. Our shares are listed on the NASDAQ Global Select Market under the symbol FBMI and are traded by several brokers. The range of high and low sales prices for shares of common stock for each quarterly period during the past two years is as follows:
Quarter | | High | | Low |
---|
| |
| |
| |
4th 2006 | | | $ | 22.85 | | $ | 21.27 | |
3rd 2006 | | | $ | 22.24 | | $ | 21.14 | |
2nd 2006 | | | $ | 22.81 | | $ | 21.73 | |
1st 2006 | | | $ | 22.83 | | $ | 21.72 | |
4th 2005 | | | $ | 23.82 | | $ | 21.81 | |
3rd 2005 | | | $ | 24.49 | | $ | 23.04 | |
2nd 2005 | | | $ | 24.49 | | $ | 22.40 | |
1st 2005 | | | $ | 25.71 | | $ | 22.13 | |
The prices quoted above were obtained from www.NASDAQ.com. Prices have been adjusted to reflect stock dividends.
The following table summarizes cash dividends paid per share (adjusted for stock dividends) of common stock during 2006 and 2005.
| 2006 | | 2005 |
---|
|
| |
| |
First Quarter | | | $ | .2095 | | $ | .1905 | |
Second Quarter | | | | .2143 | | | .1995 | |
Third Quarter | | | | .2143 | | | .1995 | |
Fourth Quarter | | | | .2143 | | | .1995 | |
|
| |
| |
Total | | | $ | .8524 | | $ | .7890 | |
Our principal sources of funds to pay cash dividends are the earnings of, and dividends paid by, our subsidiary banks. Under current regulations the subsidiary banks are restricted in their ability to transfer funds in the form of cash dividends, loans, and advances to the holding company (See Note 19 of the Notes to Consolidated Financial Statements). As of January 1, 2007, approximately $19.0 million of the subsidiaries’ retained earnings were available for transfer in the form of dividends to the holding company without prior regulatory approval. In addition, the subsidiaries’ 2007 earnings are expected to be available for distributions as dividends to the holding company.
20
STOCK PERFORMANCE
The following graph compares the cumulative total shareholder return on the common stock of the Corporation to the Standard & Poor’s 500 Stock Index and the NASDAQ Bank Index, assuming a $100 investment at the end of 2001. The Standard & Poor’s 500 Stock Index is a broad equity market index. The NASDAQ Bank Index is composed of 531 banks and savings institutions as well as companies performing functions closely related to banking, such as check cashing agencies, currency exchanges, safe deposit companies and corporations for banking abroad. Cumulative total return is measured by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the share price at the end and the beginning of the measurement period; by (ii) the share price at the beginning of the measurement period.

The table below shows dollar values for cumulative total shareholder return plotted in the graph above.
| 2001 | | 2002 | | 2003 | | 2004 | | 2005 | | 2006 |
---|
|
| |
| |
| |
| |
| |
| |
Firstbank Corporation | | | $ | 100.00 | | $ | 142.11 | | $ | 189.98 | | $ | 190.81 | | $ | 166.21 | | $ | 166.05 | |
S & P 500 | | | $ | 100.00 | | $ | 77.90 | | $ | 100.24 | | $ | 111.15 | | $ | 116.61 | | $ | 135.03 | |
NASDAQ Bank | | | $ | 100.00 | | $ | 59.14 | | $ | 89.11 | | $ | 103.85 | | $ | 130.57 | | $ | 166.05 | |
21
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The management of Firstbank Corporation has the responsibility for preparing the accompanying consolidated financial statements and for their integrity and objectivity. The statements were prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include amounts that are based on management’s best estimates and judgments. Management also prepared other information in the annual report and is responsible for its accuracy and consistency with the financial statements.
The Company’s 2006 consolidated financial statements have been audited by Crowe Chizek and Company LLC independent registered public accounting firm. Management has made available to Crowe Chizek and Company LLC all financial records and related data, as well as the minutes of Boards of Directors’ meetings. Management believes that all representations made to Crowe Chizek and Company LLC during the audit were valid and appropriate.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Firstbank Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the presentation of published financial statements. The system of internal control provides for division of responsibility and is documented by written policies and procedures that are communicated to employees with significant roles in the financial reporting process and updated as necessary. Management monitors the system of internal control for compliance.
The Company maintains an internal auditing program that independently assesses the effectiveness of the internal controls and recommends possible improvements thereto. However, all internal control systems, no matter how well designed, have inherent limitations.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006. In making this assessment, it used the criteria for effective internal control over financial reporting set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework”. Based on our assessment management concludes that, as of December 31, 2006, the Company’s internal control over financial reporting is effective based on those criteria.
Our assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 has been audited by Crowe Chizek and Company LLC as stated in their report which appears herein.
| | FIRSTBANK CORPORATION
/s/ Thomas R. Sullivan —————————————— Thomas R. Sullivan President & Chief Executive Officer (Principal Executive Officer)
/s/ Samuel G. Stone —————————————— Samuel G. Stone Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) |
Dated: March 6, 2007
22

Crowe Chizek and Company LLC
Member Horwath International
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Firstbank Corporation
Alma, Michigan
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Firstbank Corporation maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Firstbank Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
23
In our opinion, management’s assessment that Firstbank Corporation maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Firstbank Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Firstbank Corporation as of December 31, 2006 and 2005 and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2006 and our report dated March 6, 2007 expressed an unqualified opinion on those consolidated financial statements.
| /s/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC |
Grand Rapids, Michigan
February 28, 2007
24

Crowe Chizek and Company LLC
Member Horwath International
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Firstbank Corporation
Alma, Michigan
We have audited the consolidated balance sheets of Firstbank Corporation as of December 31, 2006 and 2005, and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Firstbank Corporation at December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with US generally accepted accounting principles.
As discussed in note 1, the Company adopted Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements in Current Year Financial Statements” and accordingly adjusted other liabilities at the beginning of 2006 with an offsetting adjustment to the opening balance of retained earnings.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Firstbank Corporation’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2007 expressed an unqualified opinion thereon.
| /s/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC |
February 28, 2007
Grand Rapids, Michigan
25
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except for Share Data)
| December 31, |
---|
|
| |
ASSETS | 2006 | | 2005 |
---|
|
| |
| |
Cash and due from banks | | | $ | 32,084 | | $ | 36,037 | |
Short term investments | | | | 24,853 | | | 17,295 | |
|
| |
| |
Total cash and cash equivalents | | | | 56,937 | | | 53,332 | |
| | |
Securities available for sale | | | | 69,125 | | | 73,811 | |
Federal Home Loan Bank stock | | | | 5,924 | | | 6,309 | |
Loans held for sale | | | | 1,120 | | | 293 | |
Loans, net of allowance for loan losses of $9,966 in 2006 and | | |
$11,559 in 2005 | | | | 899,554 | | | 867,065 | |
Premises and equipment, net | | | | 20,232 | | | 19,477 | |
Goodwill | | | | 20,094 | | | 19,888 | |
Core deposits and other intangibles | | | | 3,045 | | | 3,710 | |
Accrued interest receivable and other assets | | | | 19,061 | | | 17,233 | |
|
| |
| |
| | |
TOTAL ASSETS | | | $ | 1,095,092 | | $ | 1,061,118 | |
|
| |
| |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | |
| | |
LIABILITIES | | |
Deposits: | | |
Non-interest bearing demand accounts | | | $ | 131,942 | | $ | 130,556 | |
Interest bearing accounts: | | |
Demand | | | | 161,228 | | | 187,398 | |
Savings | | | | 127,301 | | | 133,584 | |
Time | | | | 414,955 | | | 359,567 | |
|
| |
| |
Total Deposits | | | | 835,426 | | | 811,105 | |
| | |
Securities sold under agreements to repurchase and overnight borrowings | | | | 35,179 | | | 43,311 | |
Federal Home Loan Bank advances | | | | 94,104 | | | 83,044 | |
Notes payable | | | | 73 | | | 7,590 | |
Subordinated Debentures | | | | 20,620 | | | 10,310 | |
Accrued interest payable and other liabilities | | | | 13,617 | | | 12,181 | |
|
| |
| |
�� Total Liabilities | | | | 999,019 | | | 967,541 | |
| | |
SHAREHOLDERS' EQUITY | | |
Preferred stock; no par value, 300,000 shares authorized, none issued | | |
Common stock, no par value, 20,000,000 shares authorized; | | |
6,484,202 and 6,278,035 shares issued and outstanding in 2006 and 2005 | | | $ | 91,652 | | $ | 87,634 | |
Retained earnings | | | | 4,552 | | | 6,198 | |
Accumulated other comprehensive loss | | | | (131 | ) | | (255 | ) |
|
| |
| |
Total Shareholders' Equity | | | | 96,073 | | | 93,577 | |
|
| |
| |
| | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | | $ | 1,095,092 | | $ | 1,061,118 | |
|
| |
| |
See notes to consolidated financial statements.
26
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In Thousands of Dollars, Except for Per Share Data)
| Year Ended December 31, |
---|
|
| |
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Interest Income: | | | | | | | | | | | |
Loans, including fees | | | $ | 67,200 | | $ | 50,030 | | $ | 41,350 | |
Securities: | | |
Taxable | | | | 2,139 | | | 1,952 | | | 1,655 | |
Exempt from federal income tax | | | | 1,000 | | | 956 | | | 951 | |
Short term investments | | | | 447 | | | 192 | | | 136 | |
|
| |
| |
| |
Total Interest Income | | | | 70,786 | | | 53,130 | | | 44,092 | |
| | |
Interest Expense: | | |
Deposits | | | | 22,942 | | | 12,368 | | | 7,453 | |
FHLB Advances, notes payable and subordinated debentures | | | | 6,106 | | | 4,585 | | | 3,968 | |
Other | | | | 1,673 | | | 861 | | | 289 | |
|
| |
| |
| |
Total Interest Expense | | | | 30,721 | | | 17,814 | | | 11,710 | |
|
| |
| |
| |
Net Interest Income | | | | 40,065 | | | 35,316 | | | 32,382 | |
Provision for loan losses | | | | 767 | | | 295 | | | (425 | ) |
|
| |
| |
| |
Net Interest Income after Provision for Loan Losses | | | | 39,298 | | | 35,021 | | | 32,808 | |
| | |
Non-Interest Income: | | |
Service charges on deposit accounts | | | | 3,828 | | | 3,137 | | | 2,813 | |
Gain on sale of mortgage loans | | | | 1,265 | | | 1,686 | | | 2,663 | |
Mortgage servicing, net of amortization | | | | 526 | | | 205 | | | (55 | ) |
Gain on sale of securities | | | | 7 | | | 33 | | | 54 | |
Courier and cash delivery services | | | | 1,009 | | | 1,036 | | | 1,072 | |
Real estate appraisal services | | | | 228 | | | 553 | | | 604 | |
Commissions on real estate sales | | | | 821 | | | 1,113 | | | 945 | |
Title insurance fees | | | | 410 | | | 551 | | | 618 | |
Other | | | | 2,039 | | | 1,418 | | | 1,337 | |
|
| |
| |
| |
Total Non-Interest Income | | | | 10,133 | | | 9,732 | | | 10,051 | |
Non-Interest Expense: | | |
Salaries and employee benefits | | | | 18,591 | | | 16,100 | | | 15,718 | |
Occupancy and equipment | | | | 5,132 | | | 4,240 | | | 3,866 | |
Amortization of intangibles | | | | 665 | | | 395 | | | 302 | |
Michigan single business tax | | | | 100 | | | 205 | | | 472 | |
Outside professional services | | | | 1,214 | | | 1,809 | | | 1,598 | |
Advertising and promotions | | | | 1,059 | | | 571 | | | 497 | |
Other | | | | 8,060 | | | 6,620 | | | 5,908 | |
|
| |
| |
| |
Total Non-Interest Expense | | | | 34,821 | | | 29,940 | | | 28,361 | |
|
| |
| |
| |
Income Before Federal Income Taxes | | | | 14,610 | | | 14,813 | | | 14,497 | |
Federal Income Taxes | | | | 4,402 | | | 4,703 | | | 4,139 | |
|
| |
| |
| |
| | |
NET INCOME | | | $ | 10,208 | | $ | 10,110 | | $ | 10,358 | |
Other comprehensive income: | | |
Change in unrealized gain (loss) on securities, net of tax | | |
and reclassification effects | | | | 124 | | | (590 | ) | | (631 | ) |
|
| |
| |
| |
COMPREHENSIVE INCOME | | | $ | 10,332 | | $ | 9,520 | | $ | 9,727 | |
|
| |
| |
| |
| | |
Basic earnings per share | | | $ | 1.56 | | $ | 1.67 | | $ | 1.67 | |
|
| |
| |
| |
Diluted earnings per share | | | $ | 1.55 | | $ | 1.64 | | $ | 1.63 | |
|
| |
| |
| |
See notes to consolidated financial statements.
27
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005, AND 2004
(In Thousands of Dollars, Except for Share and per Share Data)
| Common Stock | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Total |
---|
|
| |
| |
| |
| |
Balances at January 1, 2004 | | | $ | 75,591 | | $ | 9,187 | | $ | 966 | | $ | 85,744 | |
Net income for 2004 | | | | | | | 10,358 | | | | | | 10,358 | |
Cash dividends - $0.71 per share | | | | | | | (4,409 | ) | | | | | (4,409 | ) |
5% stock dividend - 252,935 shares | | | | 7,320 | | | (7,320 | ) | | | | | 0 | |
Issuance of 72,248 shares of common stock | | |
through exercise of stock options (including $248 of | | |
tax benefit) | | | | 1,291 | | | | | | | | | 1,291 | |
Issuance of 41,104 shares of common stock | | |
through the dividend reinvestment plan | | | | 1,140 | | | | | | | | | 1,140 | |
Issuance of 5,967 shares of common stock | | |
from supplemental shareholder investments | | | | 168 | | | | | | | | | 168 | |
Purchase of 706,700 shares of stock | | | | (21,195 | ) | | | | | | | | (21,195 | ) |
Issuance of 14,279 shares of common stock | | | | 398 | | | | | | | | | 398 | |
Net change in unrealized gain/(loss) on | | |
securities available for sale, net of tax of $348 | | | | | | | | | | (631 | ) | | (631 | ) |
|
| |
| |
| |
| |
BALANCES AT DECEMBER 31, 2004 | | | $ | 64,713 | | $ | 7,816 | | $ | 335 | | $ | 72,864 | |
| | |
Net income for 2005 | | | | | | | 10,110 | | | | | | 10,110 | |
Cash dividends - $0.79 per share | | | | | | | (4,787 | ) | | | | | (4,787 | ) |
5% stock dividend - 298,927 shares | | | | 6,941 | | | (6,941 | ) | | | | | 0 | |
Issuance of 35,140 shares of common stock | | |
through exercise of stock options (including $90 of | | |
tax benefit) | | | | 601 | | | | | | | | | 601 | |
Issuance of 48,780 shares of common stock | | |
through the dividend reinvestment plan | | | | 1,174 | | | | | | | | | 1,174 | |
Issuance of 9,320 shares of common stock | | |
from supplemental shareholder investments | | | | 243 | | | | | | | | | 243 | |
Purchase of 37,200 shares of stock | | | | (1,014 | ) | | | | | | | | (1,014 | ) |
Issuance of 14,465 shares of common stock | | | | 356 | | | | | | | | | 356 | |
Issuance of 586,466 shares for acquisition | | | | 14,620 | | | | | | | | | 14,620 | |
Net change in unrealized gain/(loss) on | | |
securities available for sale, net of tax of $131 | | | | | | | | | | (590 | ) | | (590 | ) |
|
| |
| |
| |
| |
BALANCES AT DECEMBER 31, 2005 | | | $ | 87,634 | | $ | 6,198 | | $ | (255 | ) | $ | 93,577 | |
| | |
Impact of adopting SEC Staff Accounting Bulletin 108 | | | | | | | 293 | | | | | | 293 | |
Net income for 2006 | | | | | | | 10,208 | | | | | | 10,208 | |
Cash dividends - $0.85 per share | | | | | | | (5,586 | ) | | | | | (5,586 | ) |
5% stock dividend - 308,757 shares | | | | 6,561 | | | (6,561 | ) | | | | | 0 | |
Issuance of 36,203 shares of common stock | | |
through exercise of stock options (including $102 of | | |
tax benefit) | | | | 589 | | | | | | | | | 589 | |
Issuance of 58,666 shares of common stock | | |
through the dividend reinvestment plan | | | | 1,316 | | | | | | | | | 1,316 | |
Issuance of 6,998 shares of common stock | | |
from supplemental shareholder investments | | | | 164 | | | | | | | | | 164 | |
Purchase of 222,500 shares of stock | | | | (5,254 | ) | | | | | | | | (5,254 | ) |
Issuance of 18,043 shares of common stock | | | | 396 | | | | | | | | | 396 | |
Stock option and restricted stock expense | | | | 246 | | | | | | | | | 246 | |
Net change in unrealized gain/(loss) on | | |
securities available for sale, net of tax of $64 | | | | | | | | | | 124 | | | 124 | |
|
| |
| |
| |
| |
BALANCES AT DECEMBER 31, 2006 | | | $ | 91,652 | | $ | 4,552 | | $ | (131 | ) | $ | 96,073 | |
|
| |
| |
| |
| |
See notes to consolidated financial statements.
28
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASHFLOWS
(In Thousands of Dollars)
| Year Ended December 31, |
---|
|
| |
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
OPERATING ACTIVITIES | | | | | | | | | | | |
Net income | | | $ | 10,208 | | $ | 10,110 | | $ | 10,358 | |
Adjustments to reconcile net income to net cash from | | |
operating activities: | | |
Provision for loan losses | | | | 767 | | | 295 | | | (425 | ) |
Depreciation of premises and equipment | | | | 2,539 | | | 2,342 | | | 1,954 | |
Net amortization (accretion) of security premiums/discounts | | | | (17 | ) | | 163 | | | 203 | |
Gain on sale of securities | | | | (7 | ) | | (33 | ) | | (54 | ) |
Amortization and impairment of intangibles | | | | 665 | | | 395 | | | 718 | |
Stock option and restricted stock grant compensation expense | | | | 246 | | | 6 | | | 0 | |
Gain on sale of mortgage loans | | | | (1,265 | ) | | (1,686 | ) | | (2,663 | ) |
Proceeds from sales of mortgage loans | | | | 55,379 | | | 79,564 | | | 119,401 | |
Loans originated for sale | | | | (54,940 | ) | | (76,202 | ) | | (114,547 | ) |
Deferred federal income tax benefit | | | | 210 | | | 185 | | | 384 | |
Decrease (increase) in accrued interest receivable and other assets | | | | 2,084 | | | (540 | ) | | (1,548 | ) |
Increase in accrued interest payable and other liabilities | | | | 1,788 | | | 1,501 | | | 286 | |
|
| |
| |
| |
NET CASH FROM OPERATING ACTIVITIES | | | | 17,657 | | | 16,088 | | | 14,067 | |
| | |
INVESTING ACTIVITIES | | |
Bank acquisition, net of cash assumed | | | | 0 | | | (23,573 | ) | | 0 | |
Proceeds from sales of securities available for sale | | | | 0 | | | 119 | | | 227 | |
Proceeds from maturities and calls of securities available for sale | | | | 38,815 | | | 19,672 | | | 36,164 | |
Purchase of securities available for sale | | | | (33,917 | ) | | (19,949 | ) | | (39,263 | ) |
Sale (Purchase) of Federal Home Loan Bank stock, net | | | | 385 | | | (208 | ) | | (426 | ) |
Net increase in portfolio loans | | | | (37,708 | ) | | (61,935 | ) | | (36,255 | ) |
Net purchases of premises and equipment | | | | (3,294 | ) | | (2,095 | ) | | (1,509 | ) |
|
| |
| |
| |
NET CASH FROM INVESTING ACTIVITIES | | | | (35,719 | ) | | (87,969 | ) | | (41,062 | ) |
| | |
FINANCING ACTIVITIES | | |
Net increase in deposits | | | | 24,321 | | | 74,503 | | | 35,713 | |
Net increase (decrease) in securities sold under agreements to | | |
repurchase and overnight borrowings | | | | (8,132 | ) | | 4,211 | | | (7,969 | ) |
Repayment of notes payable and other borrowings | | | | (8,017 | ) | | (21 | ) | | (11,019 | ) |
Repayment of Federal Home Loan Bank borrowings | | | | (7,660 | ) | | (13,392 | ) | | (2,806 | ) |
Proceeds from Federal Home Loan Bank borrowings | | | | 18,720 | | | 18,200 | | | 7,000 | |
Proceeds from subordinated debentures and other borrowings | | | | 10,810 | | | 4,747 | | | 21,310 | |
Cash dividends and cash paid in lieu of fractional shares on | | |
stock dividend | | | | (5,586 | ) | | (4,787 | ) | | (4,409 | ) |
Repurchase of the Company's common stock | | | | (5,254 | ) | | (1,014 | ) | | (21,195 | ) |
Cash proceeds from issuance of common stock | | | | 2,465 | | | 16,994 | | | 2,997 | |
|
| |
| |
| |
NET CASH FROM FINANCING ACTIVITIES | | | | 21,667 | | | 99,441 | | | 19,622 | |
| | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | | 3,605 | | | 27,560 | | | (7,373 | ) |
Cash and cash equivalents at beginning of year | | | $ | 53,332 | | $ | 25,772 | | $ | 33,145 | |
|
| |
| |
| |
| | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | | | $ | 56,937 | | $ | 53,332 | | $ | 25,772 | |
|
| |
| |
| |
Supplemental disclosure of cash flow information: | | |
Cash paid during the year for: | | |
Interest | | | $ | 29,680 | | $ | 17,244 | | $ | 13,412 | |
Income taxes | | | $ | 4,818 | | $ | 3,725 | | $ | 3,975 | |
Non cash transfer of loans to other real estate owned | | | $ | 4,452 | | $ | 745 | | $ | 1,194 | |
Non cash transfer of liabilities for implementation of SAB 108 to | | |
retained earnings | | | $ | 293 | | $ | 0 | | $ | 0 | |
See notes to consolidated financial statements.
29
CONSOLIDATED STATEMENTS OF CASHFLOWS (continued)
Keystone Community Bank acquisition: (In Thousands of Dollars) | 2006 | 2005 | 2004 |
---|
| | | | | | | | | | | |
Securities acquired (including FHLB stock) | | | | 0 | | | 2,943 | | | 0 | |
Loans acquired, net of allowance for loan losses | | | | 0 | | | 144,919 | | | 0 | |
Bank premises and equipment | | | | 0 | | | 2,085 | | | 0 | |
Acquisition intangibles recorded | | | | 0 | | | 17,131 | | | 0 | |
Other assets assumed | | | | 0 | | | 1,016 | | | 0 | |
Deposits assumed | | | | 0 | | | (133,335 | ) | | 0 | |
Borrowings assumed | | | | 0 | | | (9,670 | ) | | 0 | |
Other liabilities assumed | | | | 0 | | | (1,516 | ) | | 0 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations:Firstbank Corporation (the “Company”) is a bank holding company. Each subsidiary bank of the Company is a full service community bank. The subsidiary banks offer all customary banking services, including the acceptance of checking, savings and time deposits, and the making of commercial, agricultural, real estate, personal, home improvement, automobile and other installment and consumer loans. The consolidated assets of the Company, $1.095 billion as of December 31, 2006, primarily represent commercial and retail banking activity. Mortgage loans serviced for others of $472 million, as of December 31, 2006, are not included in the Company’s consolidated balance sheet.
Principles of Consolidation:The consolidated financial statements include the accounts of the Company and its subsidiaries, Firstbank – Alma; Firstbank (Mt. Pleasant); Firstbank – West Branch; Firstbank – Lakeview; Firstbank – St. Johns; and Keystone Community Bank (the “Banks”); 1st Armored, Incorporated; Gladwin Land Company, Incorporated; 1st Title, Incorporated; 1st Investors Title, LLC; C.A. Hanes Realty, Incorporated; and FBMI Risk Management Services, Inc., after elimination of inter-company accounts and transactions. These subsidiaries are wholly owned, except C.A. Hanes Realty, which has a 45% minority interest and 1st Investors Title, LLC, which has a 48% minority interest. Each of the Company’s six banks operates its own Mortgage Company. Keystone Community Bank also owns Keystone Premium Finance, LLC, which has been in the business of financing large dollar insurance premiums and now is in the process of winding down its portfolio. The operating results of these companies are consolidated into each Bank’s financial statements. During 2004 the Company formed a special purpose trust, Firstbank Capital Trust I, and in 2006 formed Firstbank Capital Trust II, for the sole purpose of issuing trust preferred securities. Under generally accepted accounting principles, these trusts are not consolidated into the financial statements of the Company.
Use of Estimates:The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
Certain Significant Estimates:The primary estimates incorporated into the Company’s financial statements, which are susceptible to change in the near term, include the allowance for loan losses, the determination of the fair value of certain financial instruments, determination of state and federal tax liabilities, purchase accounting and core deposit intangible valuations, and the valuation of mortgage servicing rights.
30
Current Vulnerability Due to Certain Concentrations:The Company’s business is concentrated in the mid-central and southwestern sections of the lower peninsula of Michigan. Management is of the opinion that no concentrations exist that make the Company vulnerable to the risk of a near term severe impact. While the loan portfolio is diversified, the customers’ ability to honor their debts is partially dependent on the local economies. The Company’s service area is primarily dependent on manufacturing (automotive and other), agricultural and recreational industries. Most commercial and agricultural loans are secured by business assets, including commercial and agricultural real estate and federal farm agency guarantees. Generally, consumer loans are secured by various items of personal property and mortgage loans are secured by residential real estate. The Company’s funding sources include time deposits and other deposit products which bear interest. Periods of rising interest rates result in an increase in the cost of funds to the Company and an increase in yields on certain assets. Conversely, periods of falling interest rates result in a decrease in yields on certain assets and costs of certain funds.
Cash and Cash Equivalents:Cash and cash equivalents include cash on hand, amounts due from banks and short term investments, which include interest bearing deposits with banks, federal funds sold, and overnight money market fund investments. Generally, federal funds and overnight money market funds are purchased for a one day period. The Company reports customer loan transactions, deposit transactions and repurchase agreements and overnight borrowings on a net basis within its cash flow statement.
Securities Available for Sale:Securities available for sale consist of bonds and notes which might be sold prior to maturity due to changes in interest rate, prepayment risks, yield and availability of alternative investments, liquidity needs or other factors. Securities classified as available for sale are reported at their fair value and the related unrealized holding gain or loss (the difference between the fair value and amortized cost of the securities so classified) is reported in other comprehensive income. Other securities such as Federal Home Loan Bank stock are carried at cost. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated.
Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers: (1) the length of time and extent that fair value has been less than carrying value; (2) the financial condition and near term prospects of the issuer; and (3) the Company’s ability and intent to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.
Mortgage Banking Activities:Servicing rights are recognized as assets for the allocated value of retained servicing rights on loans sold. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates. Any impairment of a grouping is reported as a valuation allowance.
Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. The amortization of mortgage serving rights is netted against loan servicing fee income.
Mortgage Derivatives:From time to time, the Company enters into mortgage banking derivatives such as forward contracts and rate lock commitments in the ordinary course of business. The derivatives are not designated as hedges and are carried at fair value. The net gain or loss on mortgage banking derivatives is included in gain on sale of loans.
Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or market, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.
Mortgage loans held for sale are generally sold with servicing rights retained. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold, which is reduced by the cost allocated to the servicing right. The Company generally locks in its sale price to the purchaser of the loan at the same time it makes a rate commitment to the borrower.
Loans:Loans receivable, for which management has the intent and ability to hold for the foreseeable future or payoff are reported at their outstanding unpaid principal balances, net of any deferred fees or costs on originated loans, unamortized premiums or discounts. Loan origination fees and certain origination costs are capitalized and recognized as an adjustment to yield of the related loan. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term without anticipating prepayments. Interest income on mortgage and commercial loans is discontinued at the time the loan becomes 90 days delinquent unless the credit is well secured and in process of collection. Consumer and unsecured consumer line of credit loans are typically charged off no later than 120 days past due. In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.
31
All interest accrued, but not received, for loans placed on nonaccrual status, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual. Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Allowance for Loan Losses:The allowance for loan losses is a valuation allowance for probable incurred credit losses. Management uses a quantitative and qualitative methodology for analyzing factors which impact the allowance for loan losses consistently across its six banking subsidiaries. The process applies risk factors for historical charge-offs and delinquency experience, portfolio segment weightings and industry and regional factors and trends as they affect the banks’ portfolios. The consideration of exposures to industries potentially most affected by current risks in the economic and political environment and the review of potential risks in certain credits that either are, or are not, considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank. Loan losses are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed.
Loans are reviewed on an ongoing basis for impairment. A loan is impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected cash flows discounted at the loan’s effective interest rate or, as a practical expedient, the fair value of collateral, if the loan is collateral dependent. Loans considered to be impaired are reduced to the present value of expected future cash flows or to the fair value of collateral by allocating a portion of the allowance for loan losses to such loans. If these allocations cause an increase in the allowance for loan losses such increase is reported as provision for loan loss. Increases or decreases in carrying value due to changes in estimates of future payments or the passage of time are reported as reductions or increases in the provision for loan losses.
Smaller balance homogeneous loans such as residential first mortgage loans secured by one to four family residences, residential construction, automobile, home equity and second mortgage loans, are collectively evaluated for impairment. Commercial loans and first mortgage loans secured by other properties are evaluated individually for impairment. When credit analysis of the borrower’s operating results and financial condition indicates the underlying ability of the borrower’s business activity is not sufficient to generate adequate cash flow to service the business’ cash needs, including the Company’s loans to the borrower, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 90 days or less. Commercial loans are rated on a scale of 1 to 8, with grades 1 to 4 being pass grades, 5 being special attention or watch, 6 substandard, 7 doubtful, and 8 loss. Loans graded 5, 6, 7, and 8 are considered for impairment. Loans are generally moved to nonaccrual status when 90 days or more past due. These loans are often considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.
Premises and Equipment:Premises and equipment are stated on the basis of cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the assets, primarily by accelerated methods for income tax purposes and by the straight line method for financial reporting purposes. Buildings and related components have useful lives ranging from 5 to 33 years. Furniture, fixtures and equipment have useful lives ranging from 3 to 10 years.
Other Real Estate:Other real estate (included as a component of other assets) includes properties acquired through either a foreclosure proceeding or acceptance of a deed in lieu of foreclosure and is initially recorded at the fair value when acquired, establishing a new cost basis. These properties are evaluated periodically and if fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Costs after acquisition are expensed. Other real estate owned totaled $1.1 million and $1.7 million at December 31, 2006 and 2005.
Goodwill and Other Intangible Assets:Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized in the period identified.
32
Other intangible assets consist of core deposit, acquired customer relationship intangible assets arising from whole bank and branch acquisitions, and non-compete agreements. They are initially measured at fair value and then are amortized on an accelerated method over their estimated useful lives.
Long Term Assets:Premises and equipment, core deposit and other intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, a charge is taken to earnings, and the assets are written down to fair value.
Loan Commitments and Related Financial Instruments:Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Income Taxes:The Company records income tax expense based on the amount of taxes due on its tax return plus the change in deferred taxes, computed based on the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
Stock Splits and Dividends:Dividends issued in stock are reported by transferring the market value of the stock issued from retained earnings to common stock. Fractional shares are issued or are paid in cash. Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issue of the financial statements. A stock dividend of 5% was paid on December 29, 2006, to shareholders of record as of December 15, 2006. A stock dividend of 5% was paid on December 31, 2005, to shareholders of record as of December 14, 2005. A stock dividend of 5% was paid on December 31, 2004, to shareholders of record as of December 17, 2004.
Stock Based Compensation:Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-based Payment, using the modified prospective transition method. Accordingly, the Company has recorded stock-based employee compensation cost using the fair value method starting in 2006. For 2006, adopting this standard resulted in a reduction of income before income taxes of $239,912, a reduction in net income of $158,342 and a decrease in both basic and diluted earnings per share of $0.02.
Prior to January 1, 2006, employee compensation expense under stock options was reported using the intrinsic value method; therefore, no stock based compensation cost is reflected in net income for the years ending December 31, 2005 and 2004, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant.
The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock Based Compensation, for the years ending December 31, 2005 and 2004.
| 2005 | | 2004 |
---|
|
| |
| |
(in thousands of dollars, except per share information) | | | | | | | | |
Net income as reported | | | $ | 10,110 | | $ | 10,358 | |
Deduct stock-based compensation expense determined | | |
under fair value based method | | | | 152 | | | 183 | |
|
| |
| |
Pro forma net income | | | $ | 9,958 | | $ | 10,175 | |
|
| |
| |
| | |
Basic earnings per share as reported | | | $ | 1.67 | | $ | 1.67 | |
Pro forma basic earnings per share | | | $ | 1.64 | | $ | 1.63 | |
| | |
Diluted earnings per share as reported | | | $ | 1.64 | | $ | 1.63 | |
Pro forma diluted earnings per share | | | $ | 1.62 | | $ | 1.60 | |
Earnings Per Share:Basic earnings per share is based on weighted average common shares outstanding. Diluted earnings per share include the dilutive effect of additional common shares that may be issued under stock options. All per share amounts are restated for stock dividends and stock splits through the date of issuance of the financial statements.
33
Comprehensive Income:Comprehensive income consists of net income and changes in unrealized gains and losses on securities available for sale, net of tax, which is recognized as a separate component of equity. Accumulated other comprehensive income consists of unrealized gains and losses on securities available for sale, net of tax.
Effect of Newly Issued Accounting Standards:
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-based Payment. See “Stock Compensation” above for further discussion of the effect of adopting this standard.
SAB 108:
In September 2006, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), which is effective for fiscal years ending on or after November 15, 2006. SAB 108 provides guidance on how the effects of prior-year uncorrected financial statement misstatements should be considered in quantifying a current year misstatement. SAB 108 requires public companies to quantify misstatements using both an income statement (rollover) and balance sheet (iron curtain) approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. If prior year errors that had been previously considered immaterial now are considered material based on either approach, no restatement is required so long as management properly applied its previous approach and all relevant facts and circumstances were considered. Adjustments considered immaterial in prior years under the method previously used, but now considered material under the dual approach required by SAB 108, are to be recorded upon initial adoption of SAB 108. The adoption of SAB 108 at December 31, 2006 resulted in the recording of an increase to retained earnings of $293,000. This was an accumulation of prior years over accruals of Michigan single business tax and federal tax liabilities.
Effect of Newly Issued But not Yet Effective Accounting Standards:
In February 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment to FASB Statements No. 133 and 140. This Statement permits fair value re-measurement for any hybrid financial instruments, clarifies which instruments are subject to the requirements of Statement No. 133, and establishes a requirement to evaluate interests in securitized financial assets and other items. The new standard is effective for financial assets acquired or issued after the beginning of the entity’s first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of this statement to have a material impact on its consolidated financial position or results of operations.
In March 2006, the FASB issued Statement No. 156, Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140. This Statement provides the following: 1) revised guidance on when a servicing asset and servicing liability should be recognized; 2) requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; 3) permits an entity to elect to measure servicing assets and servicing liabilities at fair value each reporting date and report changes in fair value in earnings in the period in which the changes occur; 4) upon initial adoption, permits a onetime reclassification of available-for-sale securities to trading securities for securities which are identified as offsetting the entity’s exposure to changes in the fair value of servicing assets or liabilities that a servicer elects to subsequently measure at fair value; and 5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional footnote disclosures. This standard is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006 with the effects of initial adoption being reported as a cumulative-effect adjustment to retained earnings. The Company does not expect the adoption of this statement will have a material impact on its consolidated financial position or results of operations.
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 Company has not completed its evaluation of the impact of the adoption of this standard.
34
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (FIN 48), which prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has determined that the adoption of FIN 48 will not have a material effect on the 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 Company has determined that the adoption of EITF No. 06-4 will not have a material effect on the financial statements.
Loss Contingencies:Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.
Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.
Reclassification:Certain 2005 and 2004 amounts have been reclassified to conform to the 2006 presentation.
Operating Segments:While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.
NOTE 2 – ACQUISITIONS
On February 2, 2007 the Company announced the signing of a definitive agreement to acquire ICNB Financial Corporation. ICNB Financial is the holding company for Ionia County National Bank which is based in Ionia, Michigan. As of December 31, 2006, ICNB Financial had total assets of $236 million, total deposits of $179 million, and total portfolio loans of $185 million. The transaction is subject to shareholder approval of ICNB Financial, as well as regulatory approvals. The merger is expected to be completed in the second quarter of 2007, at which time Ionia County National Bank will become a wholly owned subsidiary of Firstbank Corporation.
Based on the number of shares of ICNB Financial Corporation common stock outstanding (1,243,412), the share price of Firstbank Corporation common stock at the time of the agreement, and subject to certain adjustments, the aggregate transaction value is approximately $38.4 million. The agreement provides for the merger of ICNB Financial Corporation with and into Firstbank Corporation. Under the terms of the agreement, shareholders of ICNB Financial Corporation will elect to convert their shares into 1.407 shares of Firstbank Corporation common stock or $31.50 in cash per share, or a combination of stock and cash. The agreement also provides that no more than 50% of the shares of ICNB will be converted into shares of Firstbank Corporation.
On October 1, 2005 the Company acquired 100 percent of Keystone Community Bank. The results of Keystone’s operations have been included in the consolidated financial statements since that date. Keystone is a community bank located in Kalamazoo, Michigan and operates five branches in Kalamazoo County. As a result of the acquisition, the Company expects to be able to reduce the operating costs of Keystone through economies of scale.
35
The aggregate purchase price was $26.6 million, including $12.0 million of cash and common stock valued at $14.6 million. The 588,466 shares issued were valued at the closing price of the stock on the day the terms of the acquisition were agreed to and announced. The acquisition resulted in the creation of $17.3 million of intangible assets, of which $1.4 million and $271,000 were assigned to core deposit intangible and non-compete intangibles, respectively. The remaining $15.6 million was determined to be goodwill. At the time of acquisition, Keystone had total assets of $156 million, including $146 million of loans, net of allowance for loan losses.
NOTE 3 – RESTRICTIONS ON CASH AND DUE FROM BANKS
The Company’s subsidiary banks are required to maintain average reserve balances in the form of cash and non-interest bearing balances due from the Federal Reserve Bank. The average reserve balances required to be maintained during 2006 and 2005 were $4,355,000 and $4,764,000, respectively. These balances do not earn interest.
NOTE 4 – SECURITIES
The fair value of securities available for sale was as follows:
| Fair Value | | Gross Unrealized Gains | | Gross Unrealized Losses |
---|
|
| |
| |
| |
| (In Thousands of Dollars) | | |
Securities Available for Sale: | | | | | | | | | | | |
December 31, 2006: | | |
U.S. governmental agency | | | $ | 33,584 | | $ | 0 | | $ | (207 | ) |
States and political subdivisions | | | | 28,188 | | | 161 | | | (132 | ) |
Collateralized Mortgage Obligations | | | | 4,143 | | | 7 | | | (29 | ) |
Equity | | | | 3,210 | | | 1 | | | (0 | ) |
|
| |
| |
| |
Total | | | $ | 69,125 | | $ | 169 | | $ | (368 | ) |
|
| |
| |
| |
| | |
December 31, 2005: | | |
U.S. governmental agency | | | $ | 36,851 | | $ | 1 | | $ | (484 | ) |
States and political subdivisions | | | | 30,537 | | | 293 | | | (143 | ) |
Collateralized Mortgage Obligations | | | | 3,544 | | | 8 | | | (63 | ) |
Equity | | | | 2,879 | | | 1 | | | (0 | ) |
|
| |
| |
| |
Total | | | $ | 73,811 | | $ | 303 | | $ | (690 | ) |
|
| |
| |
| |
Securities with unrealized losses at year end 2006 and 2005 not recognized in income are as follows:
| Less than 12 Months | | 12 Months or More | | Total |
---|
|
| |
| |
| |
Description of Securities | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
---|
| |
| |
| |
| |
| |
| |
| |
December 31, 2006 | | | | | | | | | | | | | | | | | | | | |
US Government Agencies | | | $ | 16,893 | | $ | (99 | ) | $ | 8,518 | | $ | (108 | ) | $ | 25,411 | | $ | (207 | ) |
States and Political Subdivisions | | | | 623 | | | (2 | ) | | 11,344 | | | (130 | ) | | 11,967 | | | (132 | ) |
Collateralized Mortgage Obligations | | | | 0 | | | 0 | | | 2,223 | | | (29 | ) | | 2,223 | | | (29 | ) |
|
| |
| |
| |
| |
| |
| |
Total Temporarily Impaired | | | $ | 17,516 | | $ | (101 | ) | $ | 22,085 | | $ | (267 | ) | $ | 39,601 | | $ | (368 | ) |
|
| |
| |
| |
| |
| |
| |
| | |
December 31, 2005 | | |
US Government Agencies | | | $ | 15,560 | | $ | (188 | ) | $ | 16,334 | | $ | (296 | ) | $ | 31,894 | | $ | (484 | ) |
States and Political Subdivisions | | | | 1,655 | | | (19 | ) | | 10,988 | | | (124 | ) | | 12,643 | | | (143 | ) |
Collateralized Mortgage Obligations | | | | 0 | | | 0 | | | 3,025 | | | (63 | ) | | 3,025 | | | (63 | ) |
|
| |
| |
| |
| |
| |
| |
Total Temporarily Impaired | | | $ | 17,215 | | $ | (207 | ) | $ | 30,347 | | $ | (483 | ) | $ | 47,562 | | $ | (690 | ) |
|
| |
| |
| |
| |
| |
| |
Unrealized losses on securities shown in the previous tables have not been recognized into income because the issuers’ bonds are of high credit quality, management has the intent and ability to hold these bonds for the foreseeable future, and the decline in fair value is largely due to changes in interest rates. The fair value is expected to recover as the securities approach their maturity, or interest rate reset dates.
36
Gross realized gains (losses) on sales and calls of securities were:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Gross realized gains | | | $ | 7 | | $ | 33 | | $ | 54 | |
Gross realized losses | | | | 0 | | | 0 | | | 0 | |
|
| |
| |
| |
Net realized gains (losses) | | | $ | 7 | | $ | 33 | | $ | 54 | |
|
| |
| |
| |
The fair value of securities at December 31, 2006, by stated maturity, is shown below. Actual maturities may differ from stated maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| Fair Value |
---|
| (In Thousands of Dollars) |
---|
Due in one year or less | | | $ | 26,524 | |
Due after one year through five years | | | | 25,001 | |
Due after five years through ten years | | | | 9,796 | |
Due after ten years | | | | 4,594 | |
|
| |
Total | | | | 65,915 | |
Equity securities | | | | 3,210 | |
|
| |
Total securities | | | $ | 69,125 | |
|
| |
At December 31, 2006 and 2005, securities with carrying values approximating $47,813,000 and $51,133,000 were pledged to secure public trust deposits, securities sold under agreements to repurchase, and for such other purposes as required or permitted by law.
NOTE 5 – LOAN SERVICING
Loans held for sale at year end are as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
Loans held for sale | | | $ | 1,120 | | $ | 293 | |
Less: Allowance to adjust to lower of cost or market | | | | 0 | | | 0 | |
|
| |
| |
Loans held for sale, net | | | $ | 1,120 | | $ | 293 | |
|
| |
| |
Mortgage loans serviced for others are not reported as assets. The principal balances of these loans at year end are as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
Mortgage loan portfolios serviced for: | | | | | | | | |
Federal Home Loan Mortgage Association | | | $ | 466,066 | | $ | 466,438 | |
Federal National Mortgage Association | | | $ | 5,549 | | $ | 6,554 | |
Custodial escrow balances maintained in connection with serviced loans were $591,300 and $667,000 at year end 2006 and 2005.
Activity for capitalized mortgage servicing rights was as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Servicing rights: | | | | | | | | | | | |
Beginning of year | | | $ | 1,947 | | $ | 2,188 | | $ | 2,537 | |
Additions | | | | 515 | | | 556 | | | 885 | |
Amortized to expense | | | | (607 | ) | | (800 | ) | | (1,232 | ) |
Valuation (Impairment)/Recovery | | | | 1 | | | 3 | | | (2 | ) |
|
| |
| |
| |
End of year | | | $ | 1,856 | | $ | 1,947 | | $ | 2,188 | |
|
| |
| |
| |
Management has determined that a valuation allowance of $2 thousand was necessary at December 31, 2006. A valuation allowance of $3 thousand and $6 thousand was required at December 31, 2005 and 2004.
37
The fair value of mortgage servicing rights was $4,312,000 and $5,126,000 at year end 2006 and 2005. Fair value was determined using a discount rate of 9.25%, prepayment speeds ranging from 99% to 422%, depending on the stratification of the specific right, and a weighted average delinquency rate of 0.76%.
The weighted average amortization period is 4.0 years. Estimated amortization expense for each of the next five years is:
(In Thousands of Dollars) |
2007 | | | | $ 326 | |
2008 | | | | 271 | |
2009 | | | | 237 | |
2010 | | | | 212 | |
2011 | | | | 187 | |
NOTE 6 – LOANS
Loans at year end were as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
| | | | | | | | | | | |
Commercial | | | $ | 194,810 | | $ | 183,473 | |
Mortgage Loans on Real Estate: | | |
Residential | | | | 284,137 | | | 272,402 | |
Commercial | | | | 286,249 | | | 302,471 | |
Construction | | | | 81,218 | | | 61,067 | |
Consumer | | | | 58,766 | | | 57,404 | |
Credit Card | | | | 4,340 | | | 1,807 | |
|
| |
| |
Subtotal | | | | 909,520 | | | 878,624 | |
Less: | | |
Allowance for loan losses | | | | 9,966 | | | 11,559 | |
|
| |
| |
Loans, net | | | $ | 899,554 | | $ | 867,065 | |
|
| |
| |
Activity in the allowance for loan losses was as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Beginning balance | | | $ | 11,559 | | $ | 10,581 | | $ | 11,627 | |
Allowance of acquired bank | | | | 0 | | | 1,949 | | | 0 | |
Provision for loan losses | | | | 767 | | | 295 | | | (425 | ) |
Loans charged off | | | | (2,694 | ) | | (1,739 | ) | | (930 | ) |
Recoveries | | | | 334 | | | 473 | | | 309 | |
|
| |
| |
| |
Ending balance | | | $ | 9,966 | | $ | 11,559 | | $ | 10,581 | |
|
| |
| |
| |
Impaired loans were as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
| | | | | | | | | | | |
Year end loans with no allocated allowance for loan losses | | | $ | 2,500 | | $ | 1,305 | | $ | 170 | |
Year end loans with allocated allowance for loan losses | | | | 394 | | | 3,651 | | | 1,262 | |
|
| |
| |
| |
Total | | | $ | 2,894 | | $ | 4,956 | | $ | 1,432 | |
|
| |
| |
| |
| | |
Amount of the allowance for loan losses allocated | | | $ | 204 | | $ | 1,209 | | $ | 610 | |
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
| | | | | | | | | | | |
Nonaccrual loans at year end | | | $ | 1,768 | | $ | 4,770 | | $ | 1,456 | |
Loans past due over 90 days still on accrual at year end | | | | 2,485 | | | 2,440 | | | 408 | |
Average of impaired loans during the year | | | | 3,315 | | | 4,736 | | | 1,605 | |
Interest income recognized during impairment | | | | 183 | | | 187 | | | 31 | |
Cash-basis interest income recognized | | | | 24 | | | 23 | | | 5 | |
Approximately $31,732,000 and $36,823,000 of commercial loans were pledged to the Federal Reserve Bank of Chicago at December 31, 2006 and 2005 to secure potential overnight borrowings.
38
NOTE 7 – PREMISES AND EQUIPMENT
Year end premises and equipment were as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
Land | | | $ | 4,667 | | $ | 4,339 | |
Buildings | | | | 19,127 | | | 18,357 | |
Furniture, fixtures and equipment | | | | 15,245 | | | 14,653 | |
|
| |
| |
Total | | | | 39,039 | | | 37,349 | |
Less: | | |
Accumulated depreciation | | | | (18,807 | ) | | (17,872 | ) |
|
| |
| |
Total | | | $ | 20,232 | | $ | 19,477 | |
|
| |
| |
Depreciation expense was $2,539,000, $2,342,000, and $1,954,000 for 2006, 2005, and 2004. Rent expense was $342,000 for 2006, $244,000 for 2005, and $252,000 for 2004. Rental commitments for the next five years under non-cancelable operating leases were as follows (before considering renewal options that generally are present):
(In Thousands of Dollars) |
2007 | | | | $ 368 | |
2008 | | | | 349 | |
2009 | | | | 320 | |
2010 | | | | 276 | |
2011 | | | | 281 | |
|
| |
Total | | | $ | 1,594 | |
|
| |
NOTE 8 – GOODWILL AND INTANGIBLE ASSETS
Goodwill
The change in the carrying amount of goodwill for the year is as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
Balance at January 1 | | | $ | 19,888 | | $ | 4,465 | |
Impairment write down | | | | 0 | | | 0 | |
Goodwill from acquisitions | | | | 206 | | | 15,423 | |
|
| |
| |
Balance at December 31 | | | $ | 20,094 | | $ | 19,888 | |
|
| |
| |
The $206,000 Goodwill from acquisitions in 2006 above relates to an adjustment to goodwill associated with the acquisition of Keystone.
39
Acquired Intangible Assets
Acquired intangible assets at year end were as follows:
| (In Thousands of Dollars) |
---|
| Gross Amount | | Accumulated Amortization | | Net Carrying Amount |
---|
|
| |
| |
| |
2006 | | | | | | | | | | | |
Amortized intangible assets: | | |
Core deposit premium resulting from | | |
bank and branch acquisitions | | | $ | 6,179 | | $ | 3,268 | | $ | 2,911 | |
Other customer relationship intangibles | | | | 291 | | | 157 | | | 134 | |
|
| |
| |
| |
Total | | | $ | 6,470 | | $ | 3,425 | | $ | 3,045 | |
|
| |
| |
| |
| | |
2005 | | |
Amortized intangible assets: | | |
Core deposit premium resulting from | | |
branch acquisitions | | | $ | 6,179 | | $ | 2,715 | | $ | 3,464 | |
Other customer relationship intangibles | | | | 291 | | | 45 | | | 246 | |
|
| |
| |
| |
Total | | | $ | 6,470 | | $ | 2,760 | | $ | 3,710 | |
|
| |
| |
| |
Aggregate amortization expense was $665,000, $395,000, and $302,000 for 2006, 2005, and 2004, respectively.
Estimated amortization expense for each of the next five years:
| (In Thousands of Dollars) |
Year | | Amount |
---|
| |
| |
2007 | | | $ | 623 | |
2008 | | | | 539 | |
2009 | | | | 470 | |
2010 | | | | 400 | |
2011 | | | | 367 | |
NOTE 9 – FEDERAL INCOME TAXES
Federal income taxes consist of the following:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Current expense | | | $ | 4,323 | | $ | 4,791 | | $ | 3,755 | |
Deferred expense (benefit) | | | | 79 | | | (88 | ) | | 384 | |
|
| |
| |
| |
Total | | | $ | 4,402 | | $ | 4,703 | | $ | 4,139 | |
|
| |
| |
| |
A reconciliation of the difference between federal income tax expense and the amount computed by applying the federal statutory tax rate of 35% in 2006, 2005 and 2004 is as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Tax at statutory rate | | | $ | 5,114 | | $ | 5,185 | | $ | 5,074 | |
Adjustment of federal tax contingent liability | | | | (240 | ) | | (529 | ) |
| | | | | 0 |
Effect of tax-exempt interest | | | | (433 | ) | | (384 | ) | | (329 | ) |
Other | | | | (42 | ) | | (98 | ) | | (77 | ) |
|
| |
| |
| |
Federal income taxes | | | $ | 4,402 | | $ | 4,703 | | $ | 4,139 | |
|
| |
| |
| |
| | |
Effective tax rate | | | | 30 | % | | 32 | % | | 29 | % |
The federal tax accrual was reduced in 2006 and 2004 to reflect management’s current estimate of contingent tax liabilities.
40
The components of deferred tax assets and liabilities consist of the following at December 31st year end:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
Deferred tax assets: | | | | | | | | |
Allowance for loan losses | | | $ | 3,540 | | $ | 4,017 | |
Deferred compensation | | | | 1,222 | | | 1,146 | |
Other | | | | 333 | | | 374 | |
Unrealized loss on securities available for sale | | | | 64 | | | 131 | |
|
| |
| |
Total deferred tax assets | | | | 5,159 | | | 5,668 | |
|
| |
| |
Deferred tax liabilities: | | |
Fixed assets | | | | (1,184 | ) | | (1,397 | ) |
Mortgage servicing rights | | | | (650 | ) | | (682 | ) |
Purchase accounting adjustment | | | | (519 | ) | | (691 | ) |
Other | | | | (633 | ) | | (579 | ) |
|
| |
| |
Total deferred tax liabilities | | | | (2,986 | ) | | (3,349 | ) |
|
| |
| |
Net deferred tax assets | | | $ | 2,173 | | $ | 2,319 | |
|
| |
| |
A valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefits related to such assets will not be realized. Management has determined that no such allowance is required at December 31, 2006 or 2005.
Net deferred tax assets at December 31, 2006 and 2005 are included in other assets in the accompanying consolidated balance sheets.
NOTE 10 – DEPOSITS
Time deposits of $100,000 or more were $169,445,000 and $150,280,000 at year end 2006 and 2005. There were $46.0 million and $44.4 million of brokered CDs included in time deposits of $100,000 or more in 2006 and 2005 respectively.
Scheduled maturities of time deposits at December 31, 2006 were as follows:
(In Thousands of Dollars) |
Year | | Amount |
---|
| |
| |
2007 | | | $ | 322,787 | |
2008 | | | | 45,900 | |
2009 | | | | 19,299 | |
2010 | | | | 15,449 | |
2011 | | | | 11,453 | |
2012 and after | | | | 67 | |
|
| |
Total | | | $ | 414,955 | |
|
| |
NOTE 11 – BORROWINGS
Information relating to securities sold under agreements to repurchase is as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
At December 31: | | | | | | | | |
Outstanding Balance | | | $ | 32,079 | | $ | 31,011 | |
Average Interest Rate | | | | 4.17 | % | | 2.88 | % |
| | |
Daily Average for the Year: | | |
Outstanding Balance | | | $ | 31,108 | | $ | 28,065 | |
Average Interest Rate | | | | 3.89 | % | | 2.18 | % |
| | |
Maximum Outstanding at any Month End | | | $ | 37,459 | | $ | 31,920 | |
41
Securities sold under agreements to repurchase (repurchase agreements) generally have original maturities of less than one year. Repurchase agreements are treated as financings and the obligations to repurchase securities sold are reflected as liabilities. Securities involved with the agreements are recorded as assets of the Company and are primarily held in safekeeping by correspondent banks. Repurchase agreements are offered principally to certain large deposit customers as deposit equivalent investments.
The Company had overnight borrowings of $3,100,000 at December 31, 2006. There were $12,300,000 overnight borrowings at December 31, 2005.
The Company established a line of credit agreement with LaSalle Bank, Chicago, Illinois on June 30, 2003 at a variable interest rate chosen by the Company of either LaSalle Bank’s prime commercial borrowing rate, or LIBOR plus 1.75%. This agreement allows for a revolving line of credit up to an aggregate principal amount of $25,000,000. The collateral for this agreement consists of all outstanding capital stock of Firstbank – Alma, Firstbank (Mt. Pleasant) and Firstbank – West Branch. In September and October of 2005 the Company accessed $7.5 million of the LaSalle Bank line of credit to provide temporary funds for the acquisition of Keystone Community Bank. That balance was outstanding at the end of 2005 and had an interest rate at year end of 6.27%. The terms of the agreement require the Company to pay interest quarterly on the outstanding borrowing. The LaSalle Bank line of credit was paid in full on January 20, 2006. In November of 2006, the Company accessed $500,000 of the LaSalle Bank line of credit to provide temporary funds for operations. That balance was repaid in December 2006.
Firstbank – Alma has notes payable with a total balance of $73,000 and $95,000 at December 31, 2006 and 2005. These notes mature on January 1, 2010 and were part of the consideration paid for a subsidiary, which has since been sold.
NOTE 12 – FEDERAL HOME LOAN BANK ADVANCES
Long term borrowings have been secured from the Federal Home Loan Bank. At year end, advances from the Federal Home Loan Bank were as follows:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
Maturities January 2007 through March 2026 at | | | | | | | | |
fixed rates ranging from 2.72% to 7.3%, averaging 5.13% | | | $ | 90,104 | | $ | 83,044 | |
| | |
Maturities October 2008 through January 2011 with a variable rate of interest | | |
tied to the 30 and 90 day LIBOR rate | | | $ | 4,000 | | $ | 0 | |
Each Federal Home Loan Bank advance is payable at its maturity date without penalty, however, substantial penalties do exist if an advance is paid before its contractual maturity. Such penalties vary from advance to advance and are based on the size, interest rate, and remaining term of each specific advance. Advances of $41,900,000 maturing in 2010 may be converted from fixed to variable rate by the FHLB, but may be repaid, without penalty, if that option is exercised. The advances were collateralized by $213,903,000 and $139,045,000 of first mortgage loans under a blanket lien arrangement at year end 2006 and 2005. As of December 31, 2006, the Company had $41,846,000 of additional borrowing capacity with the Federal Home Loan Bank.
Maturities of FHLB advances are as follows:
| (In Thousands of Dollars) |
---|
2007 | | | $ | 12,617 | |
2008 | | | | 22,121 | |
2009 | | | | 6,000 | |
2010 | | | | 41,545 | |
2011 | | | | 5,000 | |
2012 and after | | | | 6,821 | |
|
| |
Total | | | $ | 94,104 | |
|
| |
42
NOTE 13 – SUBORDINATED DEBENTURES
A trust formed by the Company issued $10,310,000 of LIBOR plus 1.99% variable rate trust preferred securities in 2004 as part of a pooled offering of such securities. The Company issued subordinated debentures to the trust in exchange for the proceeds of the offering; the debentures represent the sole assets of the trust. The Company may redeem the subordinated debentures, in whole or in part, any time on or after October 18, 2009 at 100% of the principal amount of the securities. The debentures are required to be paid in full on October 18, 2034.
On January 20, 2006, a trust formed by the Company issued $10,310,000 of trust preferred securities as part of a pooled offering of such securities. The securities carry an interest rate of 6.049% for five years, and then convert to a variable rate of LIBOR plus 1.27% for the remainder of their term. The Company issued subordinated debentures to the trust in exchange for the proceeds of the offering; the debentures represent the sole assets of the trust. The Company may redeem the subordinated debentures, in whole or in part, any time on or after April 7, 2011 at 100% of the principal amount of the securities. The debentures are required to be paid in full on April 7, 2036.
In accordance with FASB Interpretation 46R, the trusts are not consolidated with the Company’s financial statements, but rather the subordinated debentures are shown as a liability. The Company’s investment in the common stock of the trust was $620,000 and is included in securities available for sale.
NOTE 14 – BENEFIT PLANS
The 401(k) plan, a defined contribution plan, is an IRS qualified 401(k) salary deferral plan, under which Firstbank Corporation stock is one of the investment options. Both employee and employer contributions may be made to the plan. The Company’s 2006, 2005 and 2004 matching 401(k) contributions charged to expense were $437,000, $368,000, and $410,000, respectively. The percent of the Company’s matching contribution to the 401(k) is determined annually by the Board of Directors.
Keystone Community Bank had a 401(k) plan that allowed both employee and employer contributions. Keystone’s plan was a defined contribution plan and an IRS qualified 401(k) Safe Harbor salary deferral plan. Keystone’s 2005 matching contributions charged to expense after acquisition was $14,000. The percent of the matching contribution to the 401(k) is determined annually by the IRS requirements of a Safe Harbor plan and the Board of Directors. Keystone’s plan was merged into the Firstbank 401(k) plan on January 1, 2006.
The Board of Directors had established the Firstbank Corporation Affiliate Deferred Compensation Plan (“Plan”). The American Jobs Creation Act of 2004, passed in October, had significant impact on the design and operation of non-qualified deferred compensation plans. As a result of those changes, future deferrals into the Plan were suspended effective December 31, 2004. Prior to December 31, 2004, Directors of the holding company and each affiliate bank were eligible to participate in the Plan. In addition, key management of the holding company and affiliate banks as designated by the Board of Directors were eligible to participate. The plan is a nonqualified plan as defined by the Internal Revenue Code, and as such, all contributions are invested at the recommendation of the participant and are assets of the Company. The Company recognizes a corresponding liability to each participant. The plan allowed Directors to defer their director fees and key management to defer a portion of their salaries into the Plan.
NOTE 15 – STOCK BASED COMPENSATION
The Company has stock based compensation plans as described below. Total compensation cost that has been charged against income for those plans was $246,000, $6,000, and $0 for 2006, 2005 and 2004. The total income tax benefit was $86,000, $2,000 and $0.
The Firstbank Corporation Stock Compensation Plans of 1993, 1997 and 2006 (“Plans”), as amended, which were shareholder approved, provide for the grant of 395,986, 593,798 and 315,000 shares of stock, respectively, in either restricted form or under option. Options may be either incentive stock options or nonqualified stock options. As of December 31, 2006 only nonqualified stock options have been issued under the plans. The Plan of 1993 terminated April 26, 2003. The 1997 Plan will terminate April 28, 2007. The 2006 Plan will terminate February 27, 2016. The Board, at its discretion, may terminate any or all of the Plans prior to the Plans’ scheduled termination dates.
43
Stock Option
Each option granted under the Plans may be exercised in whole or in part during such period as is specified in the option agreement governing that option. Options may only be issued with exercise prices equal to, or greater than, the stock’s market value on the date of issuance. The length of time available for a stock option to be exercised is governed by each option agreement, but has not been more than ten years from the issuance date.
Statement of Financial Accounting Standards No. 123R requires all public companies to record compensation cost for stock options provided to employees in return for employee service. The cost is measured at the fair value of the options when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options. This applies to outstanding awards vesting, granted or modified after January 1, 2006.
Beginning with the first quarter of 2006 stock-based compensation cost is reflected in net income using the fair value method, as required byStatement of Financial Accounting Standards No. 123R — Share based Payments. Prior to the first quarter of 2006, stock-based compensation cost was reflected as a footnote adjustment to net income, as allowed by FASB Statement No. 123,Accounting for Stock-Based Compensation.All options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The weighted average fair value of options granted was $5.53, $4.42 and $4.96 in 2006, 2005, and 2004, respectively.
The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of our common stock. We use historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
| 2006 | 2005 | 2004 |
---|
|
| |
| |
| |
Risk-free interest rate | | | | 4.54 | % | | 4.32 | % | | 4.20 | % |
Expected option life | | | | 7 yea | rs | | 7 Yea | rs | | 7 Yea | rs |
Expected stock price volatility | | | | 30.7 | % | | 21.6 | % | | 23.7 | % |
Dividend yield | | | | 3.9 | % | | 3.5 | % | | 3.6 | % |
Activity under the plans:
| Twelve months ended December 31, 2006 Total options outstanding |
---|
|
| |
| Shares | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value (000) |
---|
|
| |
| |
| |
| |
Options outstanding, beginning of period | | | | 470,936 | | $ | 19.26 | | | | | | | |
Granted | | | | 63,184 | | $ | 22.00 | |
Exercised | | | | 36,594 | | $ | 13.32 | |
Forfeited | | | | 15,910 | | $ | 22.80 | |
|
| |
Options outstanding, end of period | | | | 481,616 | | $ | 19.96 | | | 5.8 | | $ | 1,210 | |
|
| |
Options exercisable, end of period | | | | 324,741 | | $ | 18.50 | | | 4.3 | | $ | 1,193 | |
|
| |
Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows:
| Twelve months ended December 31, |
---|
|
| |
(In Thousands of Dollars) |
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Proceeds of options exercised | | | $ | 487 | | $ | 511 | | $ | 1,043 | |
Related tax benefit recognized | | | $ | 102 | | $ | 90 | | $ | 248 | |
Intrinsic value of options exercised | | | $ | 330 | | $ | 446 | | $ | 1,082 | |
44
As of December 31, 2006, there was $442,000 of total unrecognized compensation cost related to nonvested stock options granted under the Plans. The cost is expected to be recognized over a weighted-average period of 1.5 years.
Options outstanding at December 31, 2006 were as follows:
| Options outstanding | | Exercisable |
---|
|
| |
Range of exercise prices | Shares | | Weighted Average Exercise Price | | Weighted Average Contractual Life (years) | | Shares | | Weighted Average Exercise Price |
---|
|
| |
| |
| |
| |
| |
$ 6.94 - $14.00 | | | | 41,504 | | $ | 13.04 | | | 4.6 | | | 41,504 | | $ | 13.04 | |
$14.01 - $18.00 | | | | 107,801 | | $ | 14.43 | | | 2.6 | | | 107,801 | | $ | 14.43 | |
$18.01 - $22.00 | | | | 164,072 | | $ | 20.75 | | | 6.1 | | | 92,755 | | $ | 20.04 | |
|
| | | |
| |
Total | | | | 481,616 | | $ | 19.96 | | | 5.8 | | | 324,741 | | $ | 18.50 | |
|
| | | |
| |
Restricted Stock
Restricted shares may be issued under the Plans as described above. Compensation expense is recognized over the vesting period of the shares based on the market value of the shares on the issue date.
A summary of change in the Company’s nonvested shares for 2006 follows:
Nonvested Shares | Shares | | Weighted-Average Grant-Date Fair Value |
---|
| |
| |
| |
Nonvested at January 1, 2006 | | | | 2,318 | | $ | 25.90 | |
Granted | | | | 1,313 | | $ | 23.05 | |
Vested | | | | - | | | - | |
Forfeited | | | | - | | | - | |
Nonvested at December 31, 2006 | | | | 3,631 | | $ | 24.87 | |
As of December 31, 2006, there was $54,000 of total unrecognized compensation cost related to nonvested shares granted under the Plan. The cost is expected to be recognized over a weighted-average period of 3.1 years. The total fair value of shares vested during the years ended December 31, 2006, 2005 and 2004 was $0, $26,700, and $19,900.
NOTE 16 – RELATED PARTY TRANSACTIONS
Loans to principal officers, directors, and their affiliates in 2006 were as follows:
| (In Thousands of Dollars) |
---|
Beginning balance | | | $ | 43,457 | |
New loans | | | | 64,708 | |
Repayments | | | | (59,587 | ) |
Addition/(Deletion) of Directors | | | | (350 | ) |
|
| |
Ending balance | | | $ | 48,228 | |
|
| |
Deposits from principal officers, directors, and their affiliates at year end 2006 and 2005 were $23.8 million and $21.0 million respectively.
NOTE 17 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.
45
Financial instruments with off-balance sheet risk were as follows at year end:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
| Fixed Rate | | Variable Rate | | Fixed Rate | | Variable Rate |
---|
|
| |
| |
| |
| |
Commitments to make loans | | | $ | 24,525 | | $ | 25,435 | | $ | 33,911 | | $ | 9,805 | |
(at market rates) | | |
Unused lines of credit and letters of | | |
Credit | | | $ | 24,676 | | $ | 118,399 | | $ | 17,522 | | $ | 114,071 | |
Standby Letters of Credit | | | $ | 9,225 | | $ | 10,551 | | $ | 1,575 | | $ | 13,085 | |
Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments have interest rates ranging from 6.75% to 10.25% and maturities ranging from 15 years to 30 years.
NOTE 18 – CONTINGENCIES
From time to time certain claims are made against the Company and its banking subsidiaries in the normal course of business. There were no outstanding claims considered by management to be material at December 31, 2006.
NOTE 19 – DIVIDEND LIMITATION OF SUBSIDIARIES
Capital guidelines adopted by Federal and State regulatory agencies and restrictions imposed by law limit the amount of cash dividends the banks can pay to the Company. At December 31, 2006, using the most restrictive of these conditions for each bank, the aggregate cash dividends that the banks can pay the Company without prior approval was $19,016,000. It is not the intent of management to have dividends paid in amounts which would reduce the capital of the banks to levels below those which are considered prudent by management and in accordance with guidelines of regulatory authorities.
NOTE 20 – STOCK REPURCHASE PROGRAM
On November 25, 2003, the Company announced a repurchase plan that authorized share repurchases of up to $10 million of Firstbank Corporation common stock. As of December 31, 2003, the Corporation had purchased 9,724 shares of its stock at an average price of $26.50 under the authorization.
During 2004 the Company repurchased 123,519 shares of its common stock for an average cost per share of $25.87 under the November 2003 repurchase plan.
During 2005, the Company repurchased 41,013 shares of its common stock for an average cost per share of $24.73.
During 2006, the Company repurchased 233,625 shares of its common stock for an average cost per share of $22.49.
The Corporation has remaining authority to repurchase up to $278,813 of common stock under the November 2003 repurchase plan.
46
NOTE 21 – CAPITAL ADEQUACY
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.
At year end 2006 and 2005, the most recent regulatory notifications categorize the Company as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed that classification.
47
Actual and required capital amounts at year end (in Thousands of Dollars) and ratios are presented below:
| Actual | | Minimum Required For Capital Adequacy Purposes | | To Be Well Capitalized Under Prompt Corrective Action Provisions | |
---|
|
| |
| |
| |
| |
| |
| |
| Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | |
---|
|
| |
| |
| |
| |
| |
| |
2006 | | | | | | | | | | | | | | | | | | | | |
Total Capital to Risk Weighted Assets | | |
Consolidated | | | | 103,285 | | | 11.43 | % | | 72,269 | | | 8.00 | % | | NA | | | NA | |
Firstbank - Alma | | | | 20,523 | | | 11.06 | | | 14,851 | | | 8.00 | | $ | 18,564 | | | 10.00 | % |
Firstbank - Mt. Pleasant | | | | 18,216 | | | 10.02 | | | 14,543 | | | 8.00 | | | 18,179 | | | 10.00 | |
Firstbank - West Branch | | | | 19,371 | | | 10.40 | | | 14,907 | | | 8.00 | | | 18,634 | | | 10.00 | |
Firstbank - Lakeview | | | | 11,062 | | | 10.34 | | | 8,560 | | | 8.00 | | | 10,700 | | | 10.00 | |
Firstbank - St. Johns | | | | 6,440 | | | 10.71 | | | 4,812 | | | 8.00 | | | 6,015 | | | 10.00 | |
Keystone Community Bank | | | | 17,606 | | | 10.36 | | | 13,601 | | | 8.00 | | | 17,002 | | | 10.00 | |
| | |
Tier 1 (Core) Capital to Risk Weighted Assets | | |
Consolidated | | | | 93,688 | | | 10.37 | % | | 36,134 | | | 4.00 | % | | NA | | | NA | |
Firstbank - Alma | | | | 18,198 | | | 9.80 | | | 7,426 | | | 4.00 | | $ | 11,139 | | | 6.00 | % |
Firstbank - Mt. Pleasant | | | | 16,337 | | | 8.99 | | | 7,272 | | | 4.00 | | | 10,908 | | | 6.00 | |
Firstbank - West Branch | | | | 17,484 | | | 9.38 | | | 7,453 | | | 4.00 | | | 11,180 | | | 6.00 | |
Firstbank - Lakeview | | | | 9,724 | | | 9.09 | | | 4,280 | | | 4.00 | | | 6,420 | | | 6.00 | |
Firstbank - St. Johns | | | | 5,833 | | | 9.70 | | | 2,406 | | | 4.00 | | | 3,609 | | | 6.00 | |
Keystone Community Bank | | | | 16,045 | | | 9.44 | | | 6,801 | | | 4.00 | | | 10,201 | | | 6.00 | |
| | |
Tier 1 (Core) Capital to Average Assets | | |
Consolidated | | | | 93,688 | | | 8.81 | % | | 42,540 | | | 4.00 | % | | NA | | | NA | |
Firstbank - Alma | | | | 18,198 | | | 7.37 | | | 9,883 | | | 4.00 | | $ | 12,353 | | | 5.00 | % |
Firstbank - Mt. Pleasant | | | | 16,337 | | | 8.07 | | | 8,101 | | | 4.00 | | | 10,126 | | | 5.00 | |
Firstbank - West Branch | | | | 17,484 | | | 7.59 | | | 9,210 | | | 4.00 | | | 11,512 | | | 5.00 | |
Firstbank - Lakeview | | | | 9,724 | | | 7.80 | | | 4,987 | | | 4.00 | | | 6,234 | | | 5.00 | |
Firstbank - St. Johns | | | | 5,833 | | | 8.48 | | | 2,753 | | | 4.00 | | | 3,441 | | | 5.00 | |
Keystone Community Bank | | | | 16,045 | | | 9.07 | | | 7,076 | | | 4.00 | | | 8,845 | | | 5.00 | |
| | |
2005 | | |
Total Capital to Risk Weighted Assets | | |
Consolidated | | | | 90,705 | | | 10.40 | % | | 69,772 | | | 8.00 | % | | NA | | | NA | |
Firstbank - Alma | | | | 21,638 | | | 10.89 | | | 15,901 | | | 8.00 | | $ | 19,877 | | | 10.00 | % |
Firstbank - Mt. Pleasant | | | | 17,621 | | | 10.61 | | | 13,286 | | | 8.00 | | | 16,607 | | | 10.00 | |
Firstbank - West Branch | | | | 19,099 | | | 10.48 | | | 14,573 | | | 8.00 | | | 18,217 | | | 10.00 | |
Firstbank - Lakeview | | | | 10,798 | | | 10.38 | | | 8,318 | | | 8.00 | | | 10,398 | | | 10.00 | |
Firstbank - St. Johns | | | | 5,631 | | | 10.72 | | | 4,202 | | | 8.00 | | | 5,252 | | | 10.00 | |
Keystone Community Bank | | | | 15,976 | | | 10.10 | | | 12,654 | | | 8.00 | | | 15,817 | | | 10.00 | |
| | |
Tier 1 (Core) Capital to Risk Weighted Assets | | |
Consolidated | | | | 80,246 | | | 9.20 | % | | 34,886 | | | 4.00 | % | | NA | | | NA | |
Firstbank - Alma | | | | 19,145 | | | 9.63 | | | 7,951 | | | 4.00 | | $ | 11,926 | | | 6.00 | % |
Firstbank - Mt. Pleasant | | | | 15,616 | | | 9.40 | | | 6,643 | | | 4.00 | | | 9,964 | | | 6.00 | |
Firstbank - West Branch | | | | 16,978 | | | 9.32 | | | 7,287 | | | 4.00 | | | 10,930 | | | 6.00 | |
Firstbank - Lakeview | | | | 9,495 | | | 9.13 | | | 4,159 | | | 4.00 | | | 6,239 | | | 6.00 | |
Firstbank - St. Johns | | | | 4,972 | | | 9.47 | | | 2,101 | | | 4.00 | | | 3,151 | | | 6.00 | |
Keystone Community Bank | | | | 14,097 | | | 8.91 | | | 6,327 | | | 4.00 | | | 9,490 | | | 6.00 | |
| | |
Tier 1 (Core) Capital to Average Assets | | |
Consolidated | | | | 80,246 | | | 7.89 | % | | 40,663 | | | 4.00 | % | | NA | | | NA | |
Firstbank - Alma | | | | 19,145 | | | 7.72 | | | 9,919 | | | 4.00 | | $ | 12,399 | | | 5.00 | % |
Firstbank - Mt. Pleasant | | | | 15,616 | | | 8.24 | | | 7,577 | | | 4.00 | | | 9,471 | | | 5.00 | |
Firstbank - West Branch | | | | 16,978 | | | 7.47 | | | 9,086 | | | 4.00 | | | 11,357 | | | 5.00 | |
Firstbank - Lakeview | | | | 9,495 | | | 7.82 | | | 4,856 | | | 4.00 | | | 6,070 | | | 5.00 | |
Firstbank - St. Johns | | | | 4,972 | | | 8.41 | | | 2,365 | | | 4.00 | | | 2,956 | | | 5.00 | |
Keystone Community Bank | | | | 14,097 | | | 8.77 | | | 6,327 | | | 4.00 | | | 8,038 | | | 5.00 | |
48
NOTE 22 – FAIR VALUE OF FINANCIAL INSTRUMENTS
Carrying amount and estimated fair values of financial instruments were as follows at year end:
| (In Thousands of Dollars) |
---|
| 2006 | | 2005 |
---|
|
| |
| |
| Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
---|
|
| |
| |
| |
| |
Financial Assets: | | | | | | | | | | | | | | |
Cash and cash equivalents | | | $ | 56,937 | | $ | 56,937 | | $ | 53,332 | | $ | 53,332 | |
Securities available for sale | | | | 69,125 | | | 69,125 | | | 73,811 | | | 73,811 | |
Federal Home Loan Bank stock | | | | 5,924 | | | 5,924 | | | 6,309 | | | 6,309 | |
Loans held for sale | | | | 1,120 | | | 1,127 | | | 293 | | | 293 | |
Loans, net | | | | 899,554 | | | 869,336 | | | 867,065 | | | 843,949 | |
Accrued interest receivable | | | | 4,733 | | | 4,733 | | | 4,093 | | | 4,093 | |
Financial Liabilities: | | |
Deposits | | | | (835,426 | ) | | (838,490 | ) | | (811,105 | ) | | (808,957 | ) |
Securities sold under agreements to | | |
repurchase and overnight borrowings | | | | (35,179 | ) | | (35,179 | ) | | (43,311 | ) | | (43,311 | ) |
Federal Home Loan Bank advances | | | | (94,104 | ) | | (91,052 | ) | | (83,044 | ) | | (82,430 | ) |
Notes payable and Subordinated Debentures | | | | (20,693 | ) | | (23,427 | ) | | (17,900 | ) | | (17,895 | ) |
Accrued interest payable | | | | (2,887 | ) | | (2,887 | ) | | (1,845 | ) | | (1,845 | ) |
The methods and assumptions used to estimate fair value are described as follows: The carrying amount is the estimated fair value for cash and cash equivalents, short term borrowings, Federal Home Loan Bank stock, accrued interest receivable and payable, demand deposits, short term debt, and variable rate loans or deposits that re-price frequently and fully. Security fair values are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent re-pricing or re-pricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral values. Fair value of loans held for sale is based on market quotes. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is based on the current fees or cost that would be charged to enter into or terminate such arrangements. The fair value of off-balance sheet items was not material to the consolidated financial statements at December 31, 2006 and 2005.
NOTE 23 – BASIC AND DILUTED EARNINGS PER SHARE
(In Thousands, Except per Share Data) | Year Ended December 31 |
---|
|
| |
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Basic Earnings per Share | | | | | | | | | | | |
Net income | | | $ | 10,208 | | $ | 10,110 | | $ | 10,358 | |
Weighted average common shares outstanding | | | | 6,558 | | | 6,064 | | | 6,232 | |
| | |
Basic earnings per share | | | $ | 1.56 | | $ | 1.67 | | $ | 1.67 | |
|
| |
| |
| |
| | |
Diluted Earnings per Share | | |
Net income | | | $ | 10,208 | | $ | 10,110 | | $ | 10,358 | |
| | |
Weighted average common shares outstanding | | | | 6,558 | | | 6,064 | | | 6,232 | |
Add dilutive effects of assumed exercises of options | | | | 35 | | | 102 | | | 141 | |
|
| |
| |
| |
Weighted average common and dilutive potential | | |
Common shares outstanding | | | | 6,593 | | | 6,166 | | | 6,372 | |
|
| |
| |
| |
| | |
Diluted earnings per share | | | $ | 1.55 | | $ | 1.64 | | $ | 1.63 | |
|
| |
| |
| |
Stock options for 174,929, 120,281, and 65,091 shares of common stock were not considered in computing diluted earnings per share for 2006, 2005, and 2004 because they were anti-dilutive.
49
NOTE 24 – FIRSTBANK CORPORATION (PARENT COMPANY ONLY)
CONDENSED FINANCIAL INFORMATION
(In Thousands of Dollars)
CONDENSED BALANCE SHEETS
Years Ended December 31st | 2006 | | 2005 | | |
---|
|
| |
| |
ASSETS | | | | | | | | | | | |
Cash and cash equivalents | | | $ | 853 | | $ | 1,061 | |
Commercial loans | | | | 325 | | | 380 | |
Investment in and advances to banking subsidiaries | | | | 103,481 | | | 99,928 | |
Securities | | | | 1,923 | | | 1,613 | |
Other assets | | | | 14,409 | | | 13,488 | |
|
| |
| |
Total Assets | | | $ | 120,991 | | $ | 116,470 | |
|
| |
| |
LIABILITIES AND EQUITY | | |
Accrued expenses and other liabilities | | | $ | 4,298 | | $ | 5,087 | |
Other Borrowed Funds | | | | 0 | | | 7,496 | |
Subordinated Debentures | | | | 20,620 | | | 10,310 | |
Shareholders' equity | | | | 96,073 | | | 93,577 | |
|
| |
| |
Total Liabilities and Shareholders' Equity | | | $ | 120,991 | | $ | 116,470 | |
|
| |
| |
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Years Ended December 31st | 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Dividends from banking subsidiaries | | | $ | 10,450 | | $ | 12,159 | | $ | 11,350 | |
Other income | | | | 4,880 | | | 4,632 | | | 4,663 | |
Other expense | | | | (7,894 | ) | | (6,853 | ) | | (6,849 | ) |
|
| |
| |
| |
Income before income tax and undistributed subsidiary income | | | | 7,436 | | | 9,938 | | | 9,164 | |
Income tax benefit | | | | 943 | | | 706 | | | 1,239 | |
Equity in undistributed subsidiary income | | | | 1,829 | | | (534 | ) | | (45 | ) |
|
| |
| |
| |
Net income | | | | 10,208 | | | 10,110 | | | 10,358 | |
Change in unrealized gain (loss) on securities, net of tax and | | |
classification effects | | | | 124 | | | (590 | ) | | (631 | ) |
|
| |
| |
| |
Comprehensive income | | | $ | 10,332 | | $ | 9,520 | | $ | 9,727 | |
|
| |
| |
| |
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31st | 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
ASSETS | | | | | | | | | | | |
Cash flows from operating activities | | |
Net income | | | $ | 10,208 | | $ | 10,110 | | $ | 10,358 | |
Adjustments: | | |
Equity in undistributed subsidiary income | | | | (1,829 | ) | | 534 | | | 45 | |
Stock Option and Restricted Stock Grant Compensation Expense | | | | 246 | | | 6 | | | 0 | |
Change in other assets | | | | (921 | ) | | (1,346 | ) | | (1,122 | ) |
Change in other liabilities | | | | (496 | ) | | 935 | | | 586 | |
|
| |
| |
| |
Net cash from operating activities | | | | 7,208 | | | 10,233 | | | 9,867 | |
Cash flows from investing activities | | |
Purchases of Securities AFS | | | | (310 | ) | | (1,303 | ) | | (310 | ) |
Net decrease in commercial loans | | | | 55 | | | 85 | | | 84 | |
Payments for Investments in Subsidiaries | | | | (1,600 | ) | | (30,714 | ) | | 0 | |
|
| |
| |
| |
Net cash from investing activities | | | | (1,855 | ) | | (31,932 | ) | | (226 | ) |
Cash flows from financing activities | | |
Proceeds from issuance of long-term debt | | | | 10,810 | | | 7,496 | | | 21,310 | |
Payments of long-term debt | | | | (7,996 | ) | | (11,000 | ) | | 0 | |
Proceeds from stock issuance | | | | 2,465 | | | 16,994 | | | 2,997 | |
Purchase of common stock | | | | (5,254 | ) | | (1,014 | ) | | (21,195 | ) |
Dividends paid and cash paid in lieu of fractional shares | | |
on stock dividend | | | | (5,586 | ) | | (4,787 | ) | | (4,409 | ) |
|
| |
| |
| |
Net cash from financing activities | | | | (5,561 | ) | | 18,689 | | | (12,297 | ) |
Net change in cash and cash equivalents | | | | (208 | ) | | (3,010 | ) | | (2,656 | ) |
Beginning cash and cash equivalents | | | | 1,061 | | $ | 4,071 | | $ | 6,727 | |
|
| |
| |
| |
Ending cash and cash equivalents | | | $ | 853 | | $ | 1,061 | | $ | 4,071 | |
|
| |
| |
| |
50
NOTE 25 – OTHER COMPREHENSIVE INCOME
Other comprehensive income components and related taxes were as follows (In Thousands of Dollars):
| 2006 | | 2005 | | 2004 |
---|
|
| |
| |
| |
Change in unrealized holding gains and losses on available for sale securities | | | $ | 195 | | $ | (861 | ) | $ | (925 | ) |
Less reclassification adjustments for gains and losses later recognized in income | | | | 7 | | | 33 | | | 54 | |
|
| |
| |
| |
Net unrealized gains and losses | | | | 188 | | | (894 | ) | | (979 | ) |
Tax effect | | | | 64 | | | 304 | | | 348 | |
|
| |
| |
| |
| | |
Other comprehensive income (loss) | | | $ | 124 | | $ | (590 | ) | $ | (631 | ) |
|
| |
| |
| |
NOTE 26 – QUARTERLY FINANCIAL DATA (UNAUDITED)
(In Thousands of Dollars, Except per Share Data) | 2006 |
---|
| 1st Quarter | | 2nd Quarter | | 3rd Quarter | | 4th Quarter | | Year |
---|
|
| |
| |
| |
| |
| |
Interest income | | | $ | 16,715 | | $ | 17,545 | | $ | 18,273 | | $ | 18,253 | | $ | 70,786 | |
Net interest income | | | | 9,942 | | | 10,125 | | | 10,207 | | | 9,792 | | | 40,065 | |
Income before federal income taxes | | | | 3,548 | | | 4,179 | | | 3,911 | | | 2,972 | | | 14,610 | |
Net income | | | | 2,424 | | | 2,899 | | | 2,717 | | | 2,168 | | | 10,208 | |
Basic earnings per share | | | | 0.38 | | | 0.44 | | | 0.42 | | | 0.33 | | | 1.56 | |
Diluted earnings per share | | | | 0.37 | | | 0.44 | | | 0.41 | | | 0.33 | | | 1.55 | |
| 2005 |
---|
| 1st Quarter | | 2nd Quarter | | 3rd Quarter | | 4th Quarter | | Year |
---|
|
| |
| |
| |
| |
| |
Interest income | | | $ | 11,587 | | $ | 12,118 | | $ | 12,961 | | $ | 16,464 | | $ | 53,130 | |
Net interest income | | | | 8,148 | | | 8,264 | | | 8,646 | | | 10,258 | | | 35,316 | |
Income before federal income taxes | | | | 3,137 | | | 3,694 | | | 3,833 | | | 4,149 | | | 14,813 | |
Net income | | | | 2,137 | | | 2,508 | | | 2,597 | | | 2,868 | | | 10,110 | |
Basic earnings per share | | | | 0.36 | | | 0.43 | | | 0.44 | | | 0.44 | | | 1.67 | |
Diluted earnings per share | | | | 0.35 | | | 0.42 | | | 0.43 | | | 0.44 | | | 1.64 | |
All per share amounts have been adjusted for stock dividends and stock splits.
51
FIRSTBANK CORPORATION
BOARD OF DIRECTORS
William E. Goggin, Chairman Chairman, Firstbank - Alma Attorney, Goggin Law Offices
Duane A. Carr Attorney, Miel and Carr PC
David W. Fultz Owner, Fultz Insurance Agency & Kirtland Insurance Agency
Jeff A. Gardner Certified Property Manager & Owner, Gardner Group
Edward B. Grant, Ph.D., CPA Chairman, Firstbank (Mt. Pleasant) General Manager, Public Broadcasting, Central Michigan University
David D. Roslund, CPA Administrator, Wilcox Health Care Center Small Business Investor and Manager
Samuel A. Smith Owner, Smith Family Funeral Homes
Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation | OFFICERS
Thomas R. Sullivan President & Chief Executive Officer
Samuel G. Stone Executive Vice President, Chief Financial Officer, Secretary & Treasurer
William L. Benear Vice President
David M. Brown Vice President
David L. Miller Vice President
Douglas J. Ouellette Vice President
Dale A. Peters Vice President
Richard D. Rice Vice President and Controller
Thomas O. Schlueter Vice President
James E. Wheeler, II Vice President |
FIRSTBANK CORPORATION 311 Woodworth Avenue P.O. Box 1029 Alma, Michigan 48801 (989) 463-3131 | FIRSTBANK CORPORATION OPERATIONS CENTER 308 Woodworth Avenue Alma, Michigan 48801 |
52
FIRSTBANK – ALMA
BOARD OF DIRECTORS
William E. Goggin, Chairman Chairman, Firstbank Corporation Attorney, Goggin Law Offices
Martha A. Bamfield, D.D.S. Dentist, Nester & Bamfield, DDS, PC
Cindy M. Bosley Chief Administrative Officer, Masonic Pathways
Edward J. DeGroat, CCIM Commercial Real Estate Operator
Paul C. Lux Owner, Lux Funeral Homes, Inc.
Donald L. Pavlik Superintendent, Alma Public Schools
David D. Roslund, CPA Administrator, Wilcox Health Care Center Small Business Investor and Manager
Victor V. Rozas Physician
Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation
Saundra J. Tracy, Ph.D. President, Alma College
James E. Wheeler, II President & Chief Executive Officer, Firstbank - Alma Vice President, Firstbank Corporation | OFFICERS
James E. Wheeler, II President & Chief Executive Officer
Richard A. Barratt Executive Vice President
Laura A. Crocker Vice President
Gregory A. Daniels Vice President
Tammy L. Frisbey Vice President
Marita A. Harkness Vice President
Gerald E. Kench Vice President
Timothy M. Lowe Vice President
Joan S. Welke Vice President
Pamela K. Winters Vice President
SUBSIDIARY Firstbank - Alma Mortgage Company |
OFFICE LOCATIONS
Alma 7455 N. Alger Road (989) 463-3134
230 Woodworth Ave. (989) 463-3137 311 Woodworth Ave. (989) 463-3131 | Ashley 114 S. Sterling St. (989) 847-2394
Merrill 125 W. Saginaw St. (989) 643-7253
Vestaburg 9002 W. Howard City-Edmore Rd. (989) 268-5445 | Auburn 4710 S. Garfield Rd. (989) 662-4459
St. Charles 102 Pine St. (989) 865-9918 | Ithaca 219 E. Center St. (989) 875-4107
St. Louis 135 W. Washington Ave. (989) 681-5758 |
53
FIRSTBANK (MT. PLEASANT)
BOARD OF DIRECTORS
Edward B. Grant, Ph.D., CPA, Chairman General Manager, Public Broadcasting, Central Michigan University
Steve K. Anderson President & CEO, Cadillac Tire Center, Cadillac President & CEO, Upper Lakes Tire, Gaylord
Jack D. Benson Management Consultant Formerly - President, Old Kent Bank of Cadillac
Ralph M. Berry Owner, Berry Funeral Home
Glen D. Blystone, CPA Blystone & Bailey, CPA's, PC
Kenneth C. Bovee Partner, Keystone Property Management, Inc.
Robert E. List, CPA Shareholder, Weinlander Fitzhugh, CPA's Manager, Clare and Gladwin Offices
William M. McClintic Attorney, W.M. McClintic, PC
J. Regan O'Neill President and Co-Founder, Network Reporting Corporation President and Co-Founder, NetMed Transcription Services, LLC
Douglas J. Ouellette President & Chief Executive Officer
Phillip R. Seybert President, P.S. Equities, Inc.
Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation
Arlene A. Yost Secretary and Treasurer, Jay's Sporting Goods, Inc. | OFFICERS
Douglas J. Ouellette President & Chief Executive Officer
Clare R. Colwell Community Bank President-Cadillac
Daniel J. Timmins Community Bank President-Clare
Mark B. Perry Senior Vice President
Robert L. Wheeler Senior Vice President
Cheryl L. Gaudard Vice President
Dianne M. Stilson Vice President
SUBSIDIARY
Firstbank - Mt. Pleasant Mortgage Company |
OFFICE LOCATIONS
Mt. Pleasant 102 S. Main St. (989) 773-2600
4699 Pickard St. (989) 773-2335
2013 S. Mission St. (989) 773-3959
1925 E. Remus Rd. (989) 775-8528 | Cadillac 114 W. Pine St. (231) 775-9000
Clare 806 N. McEwan Ave. (989) 386-7313 | Shepherd 258 W. Wright Ave. (989) 828-6625 | Winn 2783 Blanchard Rd. (989) 866-2210 |
54
FIRSTBANK - WEST BRANCH
BOARD OF DIRECTORS
Joseph M. Clark, Chairman Owner, Morse Clark Furniture
Bryon A. Bernard CEO, Bernard Building Center
David W. Fultz Owner, Fultz Insurance Agency & Kirtland Insurance Agency
Robert T. Griffin Owner and President, Griffin Beverage Company, Northern Beverage Co. and West Branch Tank & Trailer
Charles A. Hanes President, C. A. Hanes, Inc.
Christine R. Juarez Attorney, Juarez and Juarez, PLLC
Norman J. Miller Owner, Miller Farms and Miller Dairy Equipment and Feed
Dale A. Peters President & Chief Executive Officer, Firstbank - West Branch Vice President, Firstbank Corporation
Jeffrey C. Schubert, D.D.S. Dentist
Camila J. Steckling, CPA Weinlander Fitzhugh, CPA's Certified Public Accountants & Consultants
Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation
Mark D. Weber, MD Orthopedic Surgeon | OFFICERS
Dale A. Peters President & Chief Executive Officer
Daniel H. Grenier Executive Vice President
Lorri B. Burzlaff Vice President
Pamela J. Crainer Vice President
Danny J. Gallagher Vice President
James L. Kloostra Vice President
Eileen S. McGregor Vice President
Mark D. Wait Vice President
Marie A. Wilkins Vice President
Subsidiaries 1st Armored, Incorporated 1st Title, Incorporated C.A. Hanes Realty, Incorporated Firstbank - West Branch Mortgage Company |
OFFICE LOCATION
West Branch 502 W. Houghton Ave. (989) 345-7900
601 W. Houghton Ave. (989) 345-7900
2087 S. M-76 (989) 345-5050
2375 M-30 (989) 345-6210 | Fairview 1979 Miller Rd. (989) 848-2243
Prescott 311 Harrison St. (989) 873-6201 | Hale 3281 M-65 (989) 728-7566
Rose City 505 S. Bennett St. (989) 685-3909 | Higgins Lake 4522 W. Higgins Lake Dr. (989) 821-9231
St. Helen 1990 N. St. Helen Rd. (989) 389-1311 |
55
FIRSTBANK – LAKEVIEW
BOARD OF DIRECTORS
V. Dean Floria, Chairman Director, Homeworks Tri County Electric Co. Director, Michigan Electric Co-op Association
William L. Benear President & Chief Executive Officer, Firstbank - Lakeview Vice President, Firstbank Corporation
Duane A. Carr Attorney, Miel and Carr PC
Chalmer Gale Hixson Owner, Country Corner Supermarket Owner, A Flair for Hair Owner, Harry Chalmers, Inc. Owner, Powderhorn Ranch
Kenneth A. Rader Owner, Ken Rader Farms
Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation | OFFICERS
William L. Benear President & Chief Executive Officer
Kim D. vonKronenberger Executive Vice President
Karen L. McKenzie Vice President
Dianne M. Stilson Vice President
SUBSIDIARY
Firstbank - Lakeview Mortgage Company |
OFFICE LOCATION
Lakeview 506 Lincoln Ave. (989) 352-7271
9531 N. Greenville Rd. (989) 352-8180 | Canadian Lakes 10049 Buchanan Rd. Stanwood, MI (231) 972-4200
Moreley 101 E. 4th St. (231) 856-7652 | Howard City 830 W. Shaw St. (231) 937-4383
Remus 201 W Whetland Ave. (989) 967-3602 |
56
FIRSTBANK – ST. JOHNS
BOARD OF DIRECTORS
Donald A. Rademacher, Chairman Owner, RSI Home Improvement, Inc.
David M. Brown President & Chief Executive Officer, Firstbank - St. Johns Vice President, Firstbank Corporation
Sara Clark-Pierson Attorney, Certified Public Accountant, Clark Family Enterprises
Ann M. Flermoen, D.D.S. Dentist
William G. Jackson Attorney, William G. Jackson, PC
Thomas C. Motz Owner, Motz Development
Frank G. Pauli President, Pauli Ford-Mercury,Inc.
Samuel A. Smith Owner, Smith Family Funeral Homes .. Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation | OFFICERS
David M. Brown President & Chief Executive Officer
Craig A. Bishop Senior Vice President
Lawrence H. Kruger Vice President
Janette Havlik Vice President
Daniel Redman Vice President
SUBSIDIARY
Firstbank - St. Johns Mortgage Company |
OFFICE LOCATIONS
St. Johns 201 N. Clinton Ave. (989) 227-8383
1501 Glastonbury Dr. (989) 227-6995 | DeWitt 13070 US - 27 (517) 668-8000 | |
57
KEYSTONE COMMUNITY BANK
BOARD OF DIRECTORS
Kenneth V. Miller, Chairman Partner, Havirco Owner, Millennium Restaurant Group
Samuel T. Field Attorney, Field & Field, P.C.
Jeff A. Gardner Certified Property Manager & Owner, Gardner Group
John E. Hopkins President & Chief Executive Officer, Kalamazoo Community Foundation
Ronald A. Molitor President, Mol-Son, Inc.
John M. Novak Member, Miller Johnson Attorneys and Counselors
Thomas O. Schlueter President & Chief Executive Officer, Keystone Community Bank Vice President, Firstbank Corporation
Thomas R. Sullivan President & Chief Executive Officer, Firstbank Corporation
John R. Trittschuh, M.D. President, EyeCare Physicians and Surgeons, P.C. | OFFICERS
Thomas O. Schlueter President & Chief Executive Officer
Diana K. Greene Senior Vice President
John E. Laman Senior Vice President
Sara S. Dana Vice President
Rodney S. Dragicevich Vice President
Allan T. Reiff Vice President |
OFFICE LOCATIONS
Kalamazoo 107 West Michigan Ave. (269) 553-9100
235 North Drake Road (269) 544-9100
2925 Oakland Drive (269) 488-9200 | Portage 6405 South Westnedge Ave. (269) 321-9100
3910 West Centre Street (269) 323-9100 | |
58
BUSINESS OF THE COMPANY
Firstbank Corporation (the “Company”) is a bank holding company. As of December 31, 2006, the Company’s subsidiaries are Firstbank – Alma; Firstbank (Mt. Pleasant); Firstbank – West Branch; Firstbank – Lakeview; Firstbank – St. Johns; Keystone Community Bank; 1st Armored, Incorporated; Gladwin Land Company; 1st Title, Incorporated; FBMI Risk Management Services, Inc.; and C.A. Hanes Realty, Incorporated. As of December 31, 2006, the Company and its subsidiaries employed 405 people on a full-time equivalent basis.
The Company is in the business of banking. Each subsidiary bank of the Company is a full service community bank. The subsidiary banks offer all customary banking services, including the acceptance of checking, savings and time deposits and the making of commercial, agricultural, real estate, personal, home improvement, automobile and other installment and consumer loans. Trust services are offered to customers through Citizens Bank Wealth Management in the Firstbank – Alma main office. Deposits of each of the banks are insured by the Federal Deposit Insurance Corporation.
The banks obtain most of their deposits and loans from residents and businesses in Bay, Clare, Gratiot, Kalamazoo, Iosco, Isabella, Mecosta, Midland, Montcalm, Ogemaw, Oscoda, Roscommon, Saginaw, and parts of Clinton and Wexford counties. Firstbank – Alma has its main office and one branch in Alma, Michigan, and one branch located in each of the following areas: Ashley, Auburn, Ithaca, Merrill, Pine River Township (near Alma), St. Charles, St. Louis, and Vestaburg, Michigan. Firstbank (Mt. Pleasant) has its main office and one branch located in Mt. Pleasant, Michigan, two branches located in Union Township (near Mt. Pleasant), and one branch located in each of the following areas: Cadillac, Clare, Shepherd, and Winn, Michigan. Firstbank – West Branch has its main office in West Branch, Michigan, and one branch located in each of the following areas: Fairview, Hale, Higgins Lake, Rose City, St. Helen, Prescott, and West Branch Township (near West Branch), Michigan. Firstbank – Lakeview has its main office and one branch in Lakeview, Michigan, and one branch located in each of the following areas: Canadian Lakes, Howard City, Morley, and Remus, Michigan. Firstbank – St. Johns has its main office and one branch located in St. Johns, Michigan and a third branch in DeWitt. Keystone Community bank has its main office and one branch located in Kalamazoo, Michigan and two additional branches in Portage, Michigan. The banks have no material foreign assets or income.
The principal sources of revenues for the Company and its subsidiaries are interest and fees on loans and non-interest revenue resulting from banking and non-bank subsidiary activity. On a consolidated basis, interest and fees on loans accounted for approximately 83% of total revenues in 2006, 80% in 2005, and 76% in 2004. Non-interest revenue accounted for approximately 13% of total revenue in 2006, 15% in 2005, and 19% in 2004. Interest on securities accounted for approximately 4% of total revenue in each of 2006, and 5% in each of 2005, and 2004.
59
CORPORATE INFORMATION
Annual Meeting: The annual meeting of shareholders will be held on Monday, April 23, 2007, 4:30 p.m., Heritage Center, Alma College, Alma, Michigan.
Independent Auditors: Crowe Chizek and Company LLC Grand Rapids, Michigan
General Counsel: Varnum Riddering Schmidt & Howlett, LLP Grand Rapids, Michigan | Stock Information: Market participants in trading Firstbank Corporation Common Stock include:
Ameritrade, Inc. Automated Trading Desk Bear, Stearns and Company, Inc. B-Trade Services LLC Citadel Derivatives Group LLC Citigroup Global Markets, Inc. E*Trade Capital Markets LLC Goldman, Sachs & Co. Hill, Thompson, Magid and Co. Howe Barnes Investments, Inc. Keefe, Bruyette & Woods, Inc. Knight Equity Markets, L.P. Lehman Brothers, Inc. Morgan Stanley & Co., Inc. Nasdaq Execution Services LLC Oppenheimer & Co., Inc. Robert W. Baird & Co., Inc. Ryan Beck & Co., Inc. Sandler O'Neill & Partners Stifel Nicholas & Co. Susquehanna Capital Group TD Ameritrade, Inc. UBS Securities, LLC
For research information and/or investment recommendations, contact:
Howe Barnes Hoefer & Arnett. (800) 800-4693
Registrar and Transfer Company is Firstbank Corporation's Transfer Agent. You may contact the Investor Relations Department at: (800) 368-5948 |
60