SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. [NO FEE REQUIRED] |
For the fiscal year ended December 31, 2006
OR
[_] | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. |
| For the transition period from ______________ to _______________ |
Commission file number 0-14209
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: Firstbank Corporation Amended and Restated 401(k) Plan |
B. | Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
FIRSTBANK CORPORATION
311 Woodworth Avenue
Alma, Michigan 48801
FIRSTBANK CORPORATION
401(K) PLAN
TABLE OF CONTENTS
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Report of Independent Registered Public Accounting Firm | | | | 1 | |
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Financial Statements for the Years Ended December 31, 2006 and 2005 | | |
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Statements of Net Assets Available for Benefits | | | | 2 | |
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Statements of Changes in Net Assets Available for Benefits | | | | 3 | |
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Notes to Financial Statements | | | | 4-10 | |
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Supplementary Information as of December 31, 2006 | | |
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Form 5500 Schedule H, Line 4i - Schedule of Assets (Held at End of Year) | | | | 12 | |
Note: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Firstbank Corporation 401(K) Plan
311 Woodworth Ave
Alma, MI 48801-6029
We have audited the accompanying statements of net assets available for benefits of Firstbank 401(K) Plan (the “Plan”) as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purposes of forming an opinion on the basic financial statements taken as a whole. The December 31, 2006, supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2006 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2006 financial statements taken as a whole.
Saginaw, Michigan
June 27, 2007
FIRSTBANK CORPORATION
401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| December 31 |
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ASSETS | 2006 | | 2005 |
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Investments, at fair value | | | | | | | | |
Mutual funds | | | $ | 15,861,662 | | $ | 8,896,163 | |
Firstbank Corporation common stock | | | | 5,831,511 | | | 6,863,897 | |
Money market funds | | | | 499,726 | | | - | |
Common collective trust funds | | | | - | | | 4,057,116 | |
Loans to participants | | | | 220,798 | | | 235,333 | |
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Total investments at fair value | | | | 22,413,697 | | | 20,052,509 | |
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Receivables | | |
Participant contributions | | | | 28,740 | | | 27,347 | |
Employer contribution | | | | 15,001 | | | 12,416 | |
Accrued income | | | | 407,906 | | | - | |
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Total receivables | | | | 451,647 | | | 39,763 | |
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Total assets (equal to net assets | | |
available for benefits) | | | $ | 22,865,344 | | $ | 20,092,272 | |
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The accompanying notes are an integral part of these financial statements.
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FIRSTBANK CORPORATION
401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| Year Ended December 31 |
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| 2006 | | 2005 |
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Additions to net assets attributed to | | | | | | | | |
Net investment income (loss) | | |
Net appreciation (depreciation) in aggregate | | |
fair value of investments | | | $ | 1,032,205 | | $ | (1,208,160 | ) |
Dividends | | | | 1,063,942 | | | 815,579 | |
Interest | | | | 65,559 | | | 12,560 | |
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Net investment income (loss) | | | | 2,161,706 | | | (380,021 | ) |
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Contributions | | |
Participants' | | | | 902,012 | | | 777,439 | |
Employer's | | | | 440,306 | | | 368,259 | |
Rollovers | | | | 22,574 | | | - | |
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Total contributions | | | | 1,364,892 | | | 1,145,698 | |
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Net assets transferred from another plan | | | | 978,456 | | | - | |
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Total additions | | | | 4,505,054 | | | 765,677 | |
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Deductions from net assets attributed to | | |
Benefits paid to participants | | | | 1,714,578 | | | 1,016,759 | |
Other expenses | | | | 17,404 | | | 4,363 | |
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Total deductions | | | | 1,731,982 | | | 1,021,122 | |
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Net increase (decrease) | | | | 2,773,072 | | | (255,445 | ) |
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Net assets available for benefits | | |
Beginning of year | | | | 20,092,272 | | | 20,347,717 | |
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End of year | | | $ | 22,865,344 | | $ | 20,092,272 | |
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The accompanying notes are an integral part of these financial statements.
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FIRSTBANK CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
1. | DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| The following description of the Firstbank Corporation 401(k) Plan (the “Plan”) formally named as the Firstbank Corporation Amended and Restated 401(k) Plan, provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. |
Description of the Plan
General
| The Plan was established by the plan sponsor, Firstbank Corporation (the “Company” or “Employer”), effective January 1, 1988, and amended and restated effective January 1, 2006. The Plan is a defined contribution plan which covers all employees who are at least 21 years of age and have completed 90 days of service. The Plan is primarily designed to allow participants to make elective contributions to the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). |
Contributions
| Elective deferrals by participants under the 401(k) provisions are based on a percentage of their compensation as defined in the Plan agreement and are subject to certain limitations. Participants who have attained age 50 before the end of the Plan year are eligible to elect to make additional “catch-up” contributions. Participants may also contribute rollover amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company may, at the sole discretion of its Board of Directors, contribute to each participant’s account a matching contribution, which is based on a percentage of the participant’s elective contribution for the year. For 2006 and 2005, the Company made matching contributions equal to 70% of the first 6% of the compensation deferred by each 401(k) plan participant subject to certain limitations as specified in the Plan agreement. Participants direct the investment of contributions into various investment options offered by the Plan. The Plan currently offers 17 mutual funds, a money market and shares of Firstbank Corporation common stock as investment options for participants. |
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FIRSTBANK CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
Participant Accounts
| Each participant’s account is credited with the participant’s contributions and an allocation of (a) the Company’s contributions and (b) Plan earnings, and charged with an allocation of any expenses paid directly by the Plan. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the aggregate of the participant’s deferrals and rollovers and the vested portion of the Company matching contributions. |
Transferred Assets
| Effective December 22, 2006, the Keystone Community Bank 401(k) Plan net assets were merged into the Plan. Total net assets transferred were $978,456. |
Vesting
| Participants are immediately vested in their elective contributions plus actual earnings thereon. The Plan was amended effective December 31, 2002, to allow all participants to become 100% vested in contributions previously made under the ESOP feature of the amended Plan. Vesting in the Company matching contributions are based on years of completed service, as defined by the Plan agreement. A participant is 100 percent vested after six years of credited service. |
Participant Loans
| The Plan provides that participants can borrow funds against their account balances up to 50% of their vested account balance less the amount of their ESOP balance under a previously amended plan, or $50,000, whichever is less. The loans are collateralized by the balance in the participant’s account and bear interest at annual rates that range from 5.0% to 10.0%. Principal and interest are collected ratably through payroll deductions. |
Payment of Benefits
| On termination of service due to death, disability, or retirement, a participant is entitled to 100 percent of his or her vested account balance. For termination of service for other reasons, a participant or his or her beneficiary receives the vested portion in the participant’s account in a lump-sum amount. A participant may receive the portion of his or her account invested in shares of Firstbank Corporation common stock in-kind or in cash. |
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FIRSTBANK CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
Forfeited Accounts
| Forfeited nonvested accounts are used to reduce future employer cash contributions with any remaining amounts first allocated to Plan expenses and then among the accounts of participants. Forfeitures of $13,181 and $1,589 were reallocated to participants as an additional employer contribution during 2006 and 2005, respectively. |
| At December 31, 2006 and 2005, forfeited nonvested accounts yet to be reallocated totaled $52,500 and $42,351, respectively. These accounts will be used to reduce future employer contributions. |
Administrative Expenses
| The Plan’s administrative expenses, including salaries, accounting, record keeping, trustee fees, and legal, are paid by the Company and qualify as party-in-interest transactions which are exempt from prohibited transaction rules. Other professional fees related to the investment and administration services of the Plan’s assets are paid for by the Plan. |
Summary of Significant Accounting Policies
Basis of Accounting
| The financial statements of the Plan are prepared using the accrual method of accounting. |
Use of Estimates
| The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results may differ from those estimates. |
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FIRSTBANK CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
Investment Valuation and Income Recognition
| Mutual fund shares and shares of Firstbank Corporation common stock are stated at fair value, based upon quoted market prices. Money market fund investments are reported at their outstanding balance including reinvested earnings, which approximates fair values. Participant loans are valued at their outstanding balances, which approximates fair value. Common collective trust funds are stated at fair value, which reflects the net asset value of the units held by the Plan as determined by the trustee. |
| Unrealized appreciation or depreciation in the aggregate fair value of investments represents the net change in the difference between aggregate fair value and the cost of investments, including reinvestment of earnings. The realized gain or loss on sale of investments is the difference between the proceeds received and the average cost of investments sold. |
| Purchases and sale of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. |
| Management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of net appreciation or an addition to net depreciation in the aggregate fair value of investments for such investments. |
Payment of Benefits
| Benefits are recorded only when paid. |
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FIRSTBANK CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
| Investments that represent 5% or more of the Plan’s net assets available for benefits are as follows at December 31: |
| 2006 | | 2005 |
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| Investments at fair value as determined | | | | | | | | |
| by quoted market price | | |
| Mutual Funds | | |
| Dodge & Cox International Stock Fund | | | $ | 1,523,695 | | | - | |
| Dodge & Cox Stock Fund | | | | 1,316,979 | | | - | |
| T Rowe Price Retirement 2010 Fund | | | | 1,902,445 | | | - | |
| T Rowe Price Retirement 2015 Fund | | | | 1,192,329 | | | - | |
| T Rowe Price Retirement 2020 Fund | | | | 1,954,563 | | | - | |
| T Rowe Price Retirement 2030 Fund | | | | 2,748,339 | | | - | |
| ABN AMRO Income Plus "D" Fund | | | | - | | | 2,333,288 | |
| American Funds Washington Mutual "A" Fund | | | | - | | | 1,467,818 | |
| PIMCO Total Return "A" Fund | | | | - | | | 1,360,461 | |
| Principal Trust S&P 500 Index Fund | | | | - | | | 1,717,071 | |
| ABN Capital Growth "N" Fund | | | | - | | | 1,453,917 | |
| Eagle Overseas "A" Fund | | | | - | | | 2,635,945 | |
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| Common Stock | | |
| Firstbank Corporation common stock | | | | 5,831,511 | | | 6,835,945 | |
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows for the year ended December 31:
| 2006 | | 2005 |
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| Firstbank Corporation common stock | | | $ | (583,739 | ) | $ | (1,277,988 | ) |
| Common collective trust funds | | | | 92,852 | | | 159,698 | |
| Mutual funds | | | | 1,523,092 | | | (89,870 | ) |
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| Net appreciation (depreciation) in | | |
| aggregate fair value | | | $ | 1,032,205 | | $ | (1,208,160 | ) |
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FIRSTBANK CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
3. | RELATED PARTY TRANSACTIONS |
| Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. Substantially all professional fees for the administration and annual audit of the Plan are paid by the Company. Other professional fees related to the investment and administration of the Plan’s assets during 2006 were paid by the Plan to Greenleaf Trust and Principal Financial Group, the custodians of the Plan, and amounted to $17,404. The fees paid by the Plan for these services during 2005 were paid to Principal Financial Group and ABN AMRO and amounted to $4,363. |
| The Plan’s investment in Firstbank Corporation common stock as of December 31, 2006 and 2005, represents party-in-interest investments. The 274,166 and 295,602 shares of Firstbank Corporation common stock held by the Plan as of December 31, 2006 and 2005, respectively, represent approximately 4.2% and 4.7% of the Company’s total outstanding shares of common stock as of those dates. |
| As of December 31, the Plan held the following party-in-interest investments (at fair value): |
| 2006 | | 2005 |
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| Firstbank Corporation common stock | | | $ | 5,831,511 | | $ | 6,863,897 | |
| Loans to Plan participants | | | | 220,798 | | | 235,333 | |
| Principal Trust S&P 500 Index Fund | | | | - | | | 1,717,071 | |
| ABN AMRO Growth "N" Fund | | | | - | | | 1,453,917 | |
| ABN AMRO Balanced "N" Fund | | | | - | | | 479,926 | |
| ABN AMRO Income Plus Fund | | | | - | | | 2,340,045 | |
| ABN AMRO Aggressive Growth "N" Fund | | | | - | | | 786,406 | |
| Cash dividends of $248,936 and $242,305 were paid to the Plan by Firstbank Corporation during 2006 and 2005, respectively, based on shares of common stock held by the Plan on the dates of declaration. This dividend income is included as dividends in the Statement of Changes in Net Assets Available for Benefits. A common stock dividend equal to 5% of the outstanding shares of common stock was declared and paid by Firstbank Corporation in 2006 and 2005, respectively. As a result of this common stock dividend, Firstbank Corporation issued 13,445 and 14,780 additional shares of Firstbank Corporation common stock to the Plan during 2006 and 2005, which were recorded by the Plan at the aggregate fair value of the shares of $298,613 and $343,195, respectively, on the record dates in each year. |
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FIRSTBANK CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
| The Internal Revenue Service has determined and informed the Company by a letter dated May 21, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter; however, the Plan’s administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, the Plan administrator believes the Plan was qualified and the related trust was tax exempt as of the financial statement date. |
| Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100 percent vested in their accounts. |
6. | RISKS AND UNCERTAINTIES |
| The Plan provides for various investment options in a money market fund, mutual funds and in shares of Firstbank Corporation common stock. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ accounts and the amounts reported in the Statements of Net Assets Available for Benefits. |
* * * * *
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SUPPLEMENTARY INFORMATION
FIRSTBANK CORPORATION
401(K) PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2006
PLAN # 002
EIN 38-2633910
(a) | | (b) Identity of Issue, Borrower, Lessor, or Similar Party | | (c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | | (e) Current Value |
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| | | Mutual funds | | | | | | | | |
| | | T Rowe Price Retirement 2030 Fund | | | 147,840 shares | | | $ | 2,748,339 | |
| | | T Rowe Price Retirement 2020 Fund | | | 112,655 shares | | | | 1,954,563 | |
| | | T Rowe Price Retirement 2010 Fund | | | 119,877 shares | | | | 1,902,445 | |
| | | Dodge & Cox International Stock Fund | | | 34,899 shares | | | | 1,523,695 | |
| | | Dodge & Cox Stock Fund | | | 8,582 shares | | | | 1,316,979 | |
| | | T Rowe Price Retirement 2015 Fund | | | 96,389 shares | | | | 1,192,329 | |
| | | T Rowe Price Personal Income Fund | | | 42,807 shares | | | | 678,060 | |
| | | T Rowe Price Retirement 2040 Fund | | | 34,494 shares | | | | 646,770 | |
| | | Fidelity Capital Appreciation Fund | | | 20.198 shares | | | | 547,554 | |
| | | T Rowe Price Retirement Income Fund | | | 36,788 shares | | | | 483,022 | |
| | | Columbia Acorn Fund | | | 15,568 shares | | | | 462,513 | |
| | | Rainer Small/Mid Cap Equity | | | 11,861 shares | | | | 440,404 | |
| | | Vanguard Total Bond Market Index Fund | | | 41,858 shares | | | | 418,160 | |
| | | Pacific Capital Small Cap | | | 22,151 shares | | | | 416,223 | |
| | | Vanguard 500 Index Fund | | | 2,844 shares | | | | 371,456 | |
| | | Vanguard Mid Cap Index Fund | | | 15,263 shares | | | | 301,898 | |
| | | Vanguard Small Cap Stock Index Fund | | | 8,253 shares | | | | 269,213 | |
| | | Fidelity Value Fund | | | 2,333 shares | | | | 188,039 | |
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| | | Total mutual funds | | | | | | | 15,861,662 | |
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| | | Common stock | | |
* | | | Firstbank Corporation | | | 274,166 shares of common stock | | | | 5,831,511 | |
| | | Money market funds | | |
| | | Northern Diversified Asset Fund | | | 499,726 par value | | | | 499,726 | |
* | | | Loans | | |
| | | Participant loans | | | Maturing through 2014 with interest rates ranging from 5% to 10%, collateralized by participant account balances. | | | |
220,798 | |
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| | | Total investments | | | | | | $ | 22,413,697 | |
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| (a) An asterisk in this column identifies a person known to be a party-in-interest. |
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Firstbank Corporation Amended and Restated 401(k) Plan have caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FIRSTBANK CORPORATION AMENDED AND RESTATED 401(K) PLAN
By: Firstbank Corporation Plan Administrator
By: /s/ David L. Miller —————————————— David L. Miller Vice President of Human Resources |
Date: June 28, 2007
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EXHIBIT INDEX
23 | Consent of Independent Registered Public Accounting Firm |
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