SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1995.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______.
Commission file number: 0-14209
FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2633910
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
311 Woodworth Avenue, Alma, Michigan 48801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 463-3131
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to filing requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common stock . . . 1,468,980 shares outstanding as of March 31, 1995.
(Less 11,010 unallocated ESOP shares).
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INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets (unaudited) . . . . March 31, 1995,
and December 31, 1994. page 3
Consolidated statements of income (unaudited) . . . . three months
ended March 31, 1995, and March 31, 1994. page 4
Consolidated statements of changes in shareholders' equity
(unaudited) page 5
Consolidated statements of cash flows (unaudited) . . . three
months ended March 31, 1995, and March 31, 1994. page 6
Notes to consolidated financial statements . . . March 31, 1995 page 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. page 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders page 14
Item 6. Exhibits and Reports on Form 8-K page 14
SIGNATURES page 15
EXHIBITS
Exhibit 27 -- Financial Data Schedule page 16
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
March 31, December 31,
1995 1994
ASSETS
Cash and due from banks $ 11,531,457 $ 15,527,861
Short term investments 4,781,000 331,000
Total cash and cash equivalents 16,312,457 15,858,861
Securities available for sale 21,693,987 25,234,530
Securities held to maturity (fair value 36,464,033 37,998,951
$37,238,039 in 1995, $37,928,730 in
1994)
Loans
Loans held for sale 579,200 2,992,194
Commercial 104,246,038 99,306,532
Real estate mortgage, portfolio 73,806,958 70,767,698
Consumer 52,145,292 50,324,264
Total loans 230,777,488 223,390,688
Less allowance for loan losses (4,441,000) (4,100,000)
Net loans 226,336,488 219,290,688
Premises and equipment, net 4,996,571 4,851,612
Accrued interest receivable 1,968,837 1,697,252
Other assets 5,416,139 4,790,108
TOTAL ASSETS $313,188,512 $309,722,002
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest bearing accounts $ 32,389,870 $36,113,926
Interest bearing accounts:
Demand 60,654,231 60,317,875
Savings 54,013,499 54,368,810
Time 127,706,952 116,092,944
Total deposits 274,764,552 266,893,555
Securities sold under agreements to
repurchase and overnight borrowings 8,434,756 14,143,470
Accrued interest and other liabilities 3,366,941 3,088,964
Total liabilities 286,566,249 284,125,989
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SHAREHOLDERS' EQUITY
Preferred stock; no par value, 300,000
shares authorized, none issued
Common stock; 2,500,000 shares authorized,
1,468,980 shares issued and outstanding
in 1995 and 1994 19,540,938 19,540,938
Retained earnings 7,283,792 6,550,164
Unrealized gain (loss) on available for
sale securities (83,355) (336,272)
Less 11,010 unallocated ESOP shares
(14,680 in 1994) (119,112) (158,817)
Total shareholders' equity 26,622,263 25,596,013
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $313,188,512 $309,722,002
See notes to consolidated financial statements
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FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
Three months ended March 31,
1995 1994
Interest income:
Interest and fees on loans $ 5,315,471 $ 3,803,595
Securities
Available for sale - Taxable 359,311 179,332
Available for sale - Exempt from federal
income tax 22,189 4,713
Held to maturity - Taxable 153,525 160,816
Held to maturity - Exempt from federal
income tax 369,906 378,874
Short term investments 10,139 26,446
Total interest income 6,230,541 4,553,776
Interest expense:
Deposits 2,362,234 1,644,888
Notes payable and other 143,082 69,384
Total interest expense 2,505,316 1,714,272
Net interest income 3,725,225 2,839,504
Provision for loan losses 340,000 138,000
Net interest income after
provision for loan losses 3,385,225 2,701,504
Noninterest income:
Deposit account fees 224,471 180,497
Gain of sale of mortgage loans 62,527 234,321
Trust fees 49,684 40,620
Gain on sale of securities 8,478 40,101
Other 229,682 164,797
Total noninterest income 574,842 660,336
Noninterest expense:
Salaries and employee benefits 1,363,451 1,161,451
Occupancy 338,301 339,652
FDIC Insurance premium 141,751 121,790
Michigan Single Business Tax 73,000 61,700
Other 765,590 590,199
Total noninterest expense 2,682,093 2,274,7924
Income before federal income taxes 1,277,974 1,087,048
Federal income taxes 324,000 251,000
NET INCOME $ 953,974 $ 836,048
PER SHARE
NET INCOME $ 0.66 $ 0.58
DIVIDENDS $ 0.15 $ 0.14
See notes to consolidated financial statements.
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FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
Net unrealized
appreciation Unallocated
Common Retained (depreciation) ESOP
Stock Earnings on available Shares
(in thousands) for sale TOTAL
securities
BALANCES AT DECEMBER 31,
1993 $18,089,191 $ 5,638,811 $ 78,194 ($308,817) $23,806,196
Cash Dividends - $.57 per share (840,233) (840,233)
5% stock dividend - 69,624 shares 1,462,104 (1,469,310) (7,206)
Issuance of 28 shares of
common stock 518 518
Allocation of 13,864 ESOP shares 150,000 150,000
Forfeiture of restricted stock (10,875) (10,875)
Net change in unrealized
appreciation (depreciation) on
available for sale securities (414,466) (414,466)
Net income for 1994 3,220,896 3,220,896
BALANCES AT DECEMBER 31, 1994 19,540,938 6,550,164 (336,272) (158,817) 25,596,013
Cash dividends - $.15 per share (220,346) (220,346)
Allocation of 3,670 ESOP shares 39,705 0
Net change in unrealized
appreciation (depreciation) on
available for sale securities 252,917 252,917
Net income year to date 953,974 953,974
BALANCES AT MARCH 31, 1995 $19,540,938 $ 7,283,792 ($83,355) ($119,112) $26,622,263
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FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 1995 AND 1994
(UNAUDITED)
Three months ended March 31,
1995 1994
OPERATING ACTIVITIES
Net income $ 953,974 $ 836,048
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses 340,000 138,000
Depreciation of premises and equipment 129,853 148,097
Net amortization of security premiums/
discounts 60,665 248,489
Gain on sale of securities (8,478) (40,101)
Allocation of common stock to ESOP
participants 39,705 37,500
Amortization of goodwill and other
intangibles 64,186 44,701
Gain on sale of mortgage loans (62,527) (234,321)
Proceeds from sales of mortgage loans 6,460,587 19,270,857
Loans originated for sale (3,985,066) (19,036,536)
Increase in accrued interest
receivable and other assets (1,091,991) (395,890)
Increase in accrued interest payable
and other liabilities 277,977 441,583
NET CASH PROVIDED BY OPERATING
ACTIVITIES 3,178,885 1,458,427
INVESTING ACTIVITIES
Proceeds from sale of securities
available for sale 4,070,876 2,622,421
Proceeds from maturities of securities
available for sale 358,959 3,030,393
Proceeds from maturities of securities
held to maturity 2,737,870 3,832,958
Purchases of securities available for sale (1,016,719) (2,630,764)
Purchases of securities held to maturity (744,606) (1,201,254)
Net decrease (increase) in portfolio loans (9,798,794) 1,337,763
Net purchases of premises and equipment (274,812) (134,486)
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (4,667,226) 6,857,031
FINANCING ACTIVITIES
Net increase (decrease) in deposits 7,870,997 (505,694)
Decrease in securities sold under
agreements to repurchase and other short
term borrowings (5,708,714) (3,630,330)
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Cash dividends (220,346) (210,451)
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 1,941,937 (4,346,475)
INCREASE IN CASH AND CASH EQUIVALENTS 453,596 3,968,983
Cash and cash equivalents at beginning of
period 15,858,861 11,411,977
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $16,312,457 $15,380,960
Supplemental Disclosure
Interest Paid $ 2,351,287 $ 1,675,183
Income Taxes Paid NONE NONE
See notes to consolidated financial statements.
-8-
FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
NOTE A - FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 1995, are not necessarily
indicative of the results that may be expected for the year ended December
31, 1995. The balance sheet at December 31, 1994, has been derived from
the audited financial statements at that date. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended
December 31, 1994. Net income per share is based on the weighted average
shares outstanding (which excludes unallocated ESOP shares) for each
period, 1,455,523 in 1995 and 1,442,460 in 1994.
NOTE B - SECURITIES
Individual securities held in the security portfolio are classified as
either securities available for sale or securities held to maturity.
Available for sale securities consist of bonds and notes not classified as
held to maturity. Such securities might be sold prior to maturity due to
changes in interest rates, prepayment risks, yield, availability of
alternate investments, liquidity needs or other factors. As required by
SFAS 115, securities classified as available for sale are reported at their
fair value and the related unrealized holding gain or loss is reported, net
of related income tax effects, as a separate component of Shareholders'
Equity until realized.
Securities held to maturity are comprised of bonds and notes for which the
Banks have the positive intent and ability to hold until maturity or
payoff. Held to maturity securities are reported at cost, adjusted for
premiums and discounts that are recognized in interest income using the
level yield method over the period to call or maturity, whichever is
earlier.
NOTE C - LOAN COMMITMENTS
Loan commitments (including unused lines of credit and letters of credit)
are made to accommodate the financial needs of the Banks' customers. The
commitments have credit risk essentially the same as that involved in
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extending loans to customers, and are subject to the Banks' normal credit
policies and collateral requirements. Loan commitments which are
predominately at variable rates, were approximately $37,890,000 and
$39,110,000 at March 31, 1995, and December 31, 1994, respectively.
NOTE D - NONPERFORMING LOANS AND ALLOWANCE FOR LOAN LOSSES
Nonperforming Loans and Assets
The following table summarizes nonaccrual and past due loans at the dates
indicated:
(Dollars in thousands) 3/31/95 12/31/94
Nonperforming loans:
Nonaccrual loans $ 167 $ 120
Loans 90 days or more past due 101 264
Renegotiated loans 204 213
Total nonperforming loans $ 472 $ 597
Property from defaulted loans $ 67 $ 86
Nonperforming loans as a percent of:
Total loans .20% .27%
Allowance for loan losses 11% 15%
Analysis of the Allowance for Loan Losses
The following table summarizes changes in the allowance for loan losses
arising from loans charged off, recoveries on loans previously charged off,
and additions to the allowance which have been charged to expense.
Three Three Twelve
months months months
ended ended ended
(Dollars in thousands)
3/31/95 3/31/94 12/31/94
Balance at beginning of period $ 4,100 $ 3,254 $ 3,254
Charge-offs 97 61 499
Recoveries 98 88 345
Net charge-offs (recoveries) <1> <27> 154
Additions to allowance for
loan losses 340 138 1,000
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Balance at end of period $ 4,441 $ 3,419 $ 4,100
Average loans outstanding
during the period $ 226,985 $ 177,140 $191,782
Loans outstanding at end of period $ 230,777 $ 177,083 $223,391
Allowance as a percent of:
Total loans at end of period 1.92% 1.93% 1.84%
Nonperforming loans at end of period 941% 812% 687%
Net charge-offs (recoveries) as a percent of:
Average loans outstanding .00% <.02>% .08%
Average Allowance for loan losses <.02>% <.8>% 3.76%
NOTE E - RECLASSIFICATION
Certain 1994 amounts have been reclassified to conform to the 1995
presentation.
NOTE F - ACCOUNTING STANDARDS
In May, 1993, the Financial Accounting Standards Board issued Financial
Accounting Standards Board Statements 114, Accounting By Creditors for
Impairment of a Loan, (SFAS #114). The Corporation adopted SFAS #114 as of
January 1, 1995, and its adoption has had no material impact on the
company's financial position or results of operations.
-11-
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The consolidated financial information presented is for Firstbank
Corporation ("Corporation") and its wholly owned subsidiaries, Bank of
Alma, Firstbank, and 1st Bank at March 31, 1995.
Financial Condition
The Corporation's assets showed a slight increase of 1% or $3.5 million
during the first quarter of 1995. The $7.4 million increase in loans was
funded to a great extent by a decrease of $5.1 million of investment
securities. The proceeds from the calls and maturities of both available
for sale and held to maturity securities of $2.9 million along with the
sales of available for sale securities of $4.1 million were used to fund
loans. Purchases of securities totalling $1.7 million were primarily used
to secure an earnings spread for a large, short-term deposit.
All classes of portfolio loans experienced strong growth during the three
month period ending March 31, 1995. With the opening of three new branches
during the last quarter of 1994, loan demand in those new areas of
operation has contributed to total outstanding loans. Several areas of the
bank's operations are located in rapidly growing markets. Economic
expansion in those areas has also led to loan growth.
Loans held for sale decreased $2.4 million or 81% from December 31, 1994,
to March 31, 1995, as loan sales exceeded origination. There were no
transfer of loans from held for sale to portfolio during the quarter.
Interest rates remained steady during most of the first quarter of 1995 and
therefore, mortgage activity was light. Late in the first quarter of 1995,
long term bond rates began to show some decreases and mortgage activity has
started to increase. While we do not expect to see the volumes of 1993 and
early 1994, we do expect growth in mortgage activity during the next few
months.
The allowance for loan losses increased $341,000 or 8% during the first
quarter of 1995. Management continues to maintain the allowance for loan
losses at the level considered appropriate to absorb losses inherent in the
portfolio. The allowance balance is established after considering past
loan loss experience, current economic conditions, volume, growth and
composition of the loan portfolio, delinquencies, and other relevant
factors. In evaluating these factors, management determined that there had
been no significant change in the inherent losses in the portfolio;
accordingly the allowance as a percentage of outstanding loans is
approximately the same as at December 31, 1994.
Total deposits have decreased about 3% since the end of 1994. We typically
see some deposit decrease during the first quarter of each year. In
addition, we have experienced additional deposit run off from the
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acquisition of three branches during the latter part of the fourth quarter
of 1994. Our experience has been that we do not maintain all the deposits
transferred to us in branch acquisitions.
Securities sold under agreements to repurchase have decreased $2.4 million
since December 31, 1994, and Federal Fund borrowings have experienced a
swing of $8 million. (At March 31, 1995, the Corporation was in a net sell
position of overnight funds of $4.3 million as opposed to December 31,
1994, when the Corporation conducted a net buy of $3.7 million.)
Shareholders' equity posted a net increase of 4% or $1 million from the
period December 31, 1994, to March 31, 1995. The components of this change
are net income of $954,000, dividends of $220,000, stock transactions of
$40,000, and an increase of $253,000 as a change in net unrealized loss on
available for sale securities. The book value per share was $18.12 at
March 31, 1995, compared to $17.60 at December 31, 1994.
The following table shows the Corporation's compliance with current
regulatory requirements:
Tier 1 Risk-based
(Dollars in thousands) Leverage Capital Capital
Capital balances at March 31, 1995 $ 24,656 $ 24,656 $ 27,530
Required Regulatory Capital 12,275 9,134 18,268
Capital in excess of regulatory minimums 12,381 15,522 9,262
Capital ratios at March 31, 1995 8.03% 10.80% 12.06%
Regulatory capital ratios -- "well
capitalized" definition 5.00% 6.00% 10.00%
Regulatory capital ratios -- minimum
requirement 4.00% 4.00% 8.00%
Results of Operations
Net income for the first three months of 1995 was $954,000 or 14% higher
than the $836,000 earned in the first three months of 1994. Net interest
income increased $886,000 to $3,725,000 over the comparable period last
year. Management has successfully deployed the deposits acquired from the
fourth quarter 1994 acquisitions into earning assets. In addition, two new
branches were opened in early 1994. The deposits gathered in these
communities have funded loans in those areas. During the first quarter of
1995, the loan to deposit ratio is 83% compared to 79% during the first
quarter of 1994. For the first quarter of 1995, net interest margin has
been at 5.49% compared to 5.10% for the three months ended March 31, 1994,
and 5.60% for the last quarter of 1994.
With the rapid loan growth the Corporation has experienced, the provision
for loan losses has also increased. The provision for loan losses for the
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first quarter of 1995 was $340,000 compared to $138,000 for the
corresponding period in 1994.
Total noninterest income at March 31, 1995, has decreased $85,000 or 13%
when compared to the first three months of 1994. The primary factor in
this decrease is a $172,000 reduction in gain on sale of mortgage loans.
Only about 20% of the mortgage dollars sold during the first quarter in
1994 were sold during the same period in 1995. Deposit account fees
increased $44,000 when compared to last year. With $26 million of
purchased deposits in addition to $14.5 million of deposits from the two de
novo branches opened in 1994, this increase is expected.
Total noninterest expense increased 18% or $407,000 when compared to the
same period in 1994. The largest component of the increase is salaries and
employee benefits which is 17% or $202,000 higher than the first quarter of
1994. The Corporation is operating four additional branches when compared
to the first quarter of 1994. Even with the new facilities, occupancy
expense declined slightly because the Corporation's data processing
equipment was fully depreciated for book purposes by the end of 1994.
Net income per share has increased $.08 a share to $.66 for the first three
months of 1995 as compared to $.58 per share for the first quarter of 1994.
Pending regulatory approval, the Corporation expects to acquire
approximately $11 million in deposit liabilities as the result of the
acquisitions of a thrift branch in Mt. Pleasant, Michigan. The transaction
is expected to be completed late in the second quarter.
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The registrant's annual meeting of shareholders was held on
April 24, 1995. At that meeting, the only matters acted upon
were the election of directors and procedural matters.
VOTES CAST
For Withheld
Election of Directors
All nominees for director
were elected:
William E. Goggin 1,155,754.8870 25,565.4091
Charles W. Jennings 1,169,772.2276 11,548.0685
The terms of office of the following directors continued after the meeting:
Edward B. Grant
Phillip G. Peasley
John McCormack
David D. Roslund
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27 -- Financial Data Schedule
(b) Reports on Form 8-K
NONE
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
FIRSTBANK CORPORATION
(Registrant)
Date: May 10, 1995 \s\ John A. McCormack
John A. McCormack
President, Chief Executive Officer and
Director (Principal Executive Officer)
Date: May 10, 1995 \s\ Mary D. Deci
Mary D. Deci
Vice President and Controller
(Principal Accounting Officer)
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Commission File No. 0-14209
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT
TO
FORM 10-Q
For the quarterly period
ended March 31, 1995
Firstbank Corporation
311 Woodworth Avenue
Alma, Michigan 48801
EXHIBIT INDEX
Exhibit
Number Document
27 Financial Data Schedule