SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction 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) (517) 463-3131 (Registrant's telephone number, including area code) 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 . . . 1,642,334 shares outstanding as of July 31, 1997. INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements (UNAUDITED) Consolidated balance sheets . . . . June 30, 1997 and December 31, 1996. page 3 Consolidated statements of income . . . . three months ended June 30, 1997, and June 30, 1996. page 4 Consolidated statements of income . . . . six months ended June 30, 1997, and June 30, 1996. page 5 Consolidated statements of changes in shareholders' equity page 6 Consolidated statements of cash flows . . . . six months ended June 30, 1997, and June 30, 1996. page 7 Notes to consolidated financial statements . . . . June 30, 1997. page 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. page 11 PART II. OTHER INFORMATION Item 2. Changes in Securities page 14 Item 6. Exhibits and Reports on Form 8-K page 14 SIGNATURES page 15 EXHIBITS Exhibit 27 -- Financial Data Schedule page 16 page 2 FIRSTBANK CORPORATION CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1997 AND DECEMBER 1, 1996 (UNAUDITED) JUNE 30, DECEMBER 31, 1997 1996 ------------ ------------ ASSETS Cash and due from banks $ 21,148,119 $ 19,430,993 Short term investments 2,532,685 1,797,479 ------------ ------------ Total cash and cash equivalents 23,680,804 21,228,472 Securities available for sale 63,872,770 57,561,141 Loans Loans held for sale 6,615,468 6,755,863 Portfolio loans Commercial 130,238,077 121,945,076 Real estate mortgage 121,460,052 115,849,643 Consumer 70,558,036 69,080,989 ------------ ------------ Total loans 328,871,633 313,631,571 Less allowance for loan losses (6,652,000) (6,247,000) ------------ ------------ Net loans 322,219,633 307,384,571 Premises and equipment, net 8,106,091 8,218,954 Acquisition intangibles 3,408,806 3,847,832 Accrued interest receivable 2,463,265 2,236,870 Other assets 4,270,036 4,093,102 ------------ ------------ TOTAL ASSETS $428,021,405 $404,570,942 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Deposits: Noninterest bearing accounts $ 48,792,922 $ 47,752,360 Interest bearing accounts: Demand 85,648,111 86,768,530 Savings 56,776,241 59,391,775 Time 173,583,450 164,756,724 ------------ ------------ Total deposits 364,800,724 358,669,389 page 3 Securities sold under agreements to repurchase and overnight borrowings 20,649,161 6,832,592 Notes payable 3,040,465 2,239,039 Accrued interest and other liabilities 4,473,681 3,741,861 ------------ ------------ Total liabilities 392,964,031 371,482,881 SHAREHOLDERS' EQUITY Preferred stock; no par value, 300,000 shares authorized, none issued Common stock; 2,500,000 shares authorized, 1,641,048 shares issued and outstanding (1,627,843 in December 1996) 24,686,360 24,228,132 Retained earnings 9,961,679 8,296,590 Unrealized gain (loss) on available for sale securities 409,335 563,339 ------------ ------------ Total shareholders' equity 35,057,374 33,088,061 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $428,021,405 $404,570,942 ============ ============ See notes to consolidated financial statements page 4 FIRSTBANK CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED) THREE MONTHS ENDED JUNE 30, 1997 1996 ----------- ----------- Interest income: Interest and fees on loans $ 7,664,846 $ 6,740,989 Investment securities Taxable 576,759 512,278 Exempt from Federal Income Tax 377,253 360,922 Short term investments 30,575 26,958 ----------- ----------- Total interest income 8,649,433 7,641,147 Interest expense: Deposits 3,598,796 3,058,550 Notes payable and other 196,142 195,956 ----------- ----------- Total interest expense 3,794,938 3,254,506 ----------- ----------- Net interest income 4,854,495 4,386,641 Provision for loan losses 462,000 535,000 ----------- ----------- Net interest income after provision for loan losses 4,392,495 3,851,641 Noninterest income: Gain on sale of mortgage loans 158,116 164,373 Service charges on deposit accounts 274,410 261,896 Trust fees 90,657 63,727 Gain on sale of securities (440) (756) Other 296,728 245,952 ----------- ----------- Total noninterest income 819,471 735,192 Noninterest expense: Salaries and employee benefits 1,861,822 1,667,625 Occupancy 462,294 392,561 FDIC Insurance premium 16,053 21,815 Michigan Single Business Tax 95,900 89,500 Other 1,085,771 875,983 ----------- ----------- Total noninterest expense 3,521,840 3,047,484 ----------- ----------- Income before federal income taxes 1,690,126 1,539,349 Federal income taxes 468,000 420,000 ----------- ----------- page 5 NET INCOME $ 1,222,126 $ 1,119,349 =========== =========== Per Share: NET INCOME $ 0.75 $ 0.69 =========== =========== DIVIDENDS $ 0.26 $ 0.21 =========== =========== See notes to consolidated financial statements page 6 FIRSTBANK CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1997 1996 ----------- ----------- Interest income: Interest and fees on loans $14,939,630 $13,148,508 Investment securities Taxable 1,079,970 1,024,624 Exempt from Federal Income Tax 743,776 746,640 Short term investments 99,349 79,115 ----------- ----------- Total interest income 16,862,725 14,998,887 Interest expense: Deposits 7,081,086 6,161,866 Notes payable and other 336,568 345,130 ----------- ----------- Total interest expense 7,417,654 6,506,996 ----------- ----------- Net interest income 9,445,071 8,491,891 Provision for loan losses 713,000 832,000 ----------- ----------- Net interest income after provision for loan losses 8,732,071 7,659,891 Noninterest income: Gain on sale of mortgage loans 276,355 318,864 Service charges on deposit accounts 528,994 497,581 Trust fees 147,501 115,856 Gain on sale of securities (440) 132 Other 614,987 578,288 ----------- ----------- Total noninterest income 1,567,397 1,510,721 Noninterest expense: Salaries and employee benefits 3,604,524 3,279,472 Occupancy 936,474 886,824 FDIC Insurance premium 7,715 43,629 Michigan Single Business Tax 191,400 170,700 Other 2,167,217 1,820,091 ----------- ----------- Total noninterest expense 6,907,330 6,200,716 ----------- ----------- Income before federal income taxes 3,392,138 2,969,896 Federal income taxes 943,000 797,000 ----------- ----------- page 7 NET INCOME $ 2,449,138 $ 2,172,896 =========== =========== Per Share: NET INCOME $ 1.50 $ 1.34 =========== =========== DIVIDENDS $ 0.48 $ 0.38 =========== =========== See notes to consolidated financial statements page 8 FIRSTBANK CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) NET UNREALIZED APPRECIATION (DEPRECIATION) ON (IN THOUSANDS) COMMON RETAINED AVAILABLE FOR SALE STOCK EARNINGS SECURITIES TOTAL ----------- ----------- ------------------ ----------- BALANCES AT DECEMBER 31, 1995 $21,355,293 $ 7,583,783 $ 913,577 $29,852,653 Cash dividends - $.80 per share (1,297,400) (1,297,400) 5% stock dividend - 77,060 shares 2,620,039 (2,633,181) (13,142) Issuance of 2,128 shares of common stock through exercise of stock options 46,947 46,947 Issuance of 4,870 shares of common stock through dividend reinvestment plan 144,063 144,063 Issuance of 1,831 shares of common stock through supplemental purchase under dividend reinvestment plan 61,790 61,790 Net change in unrealized appreciation (depreciation) on available for sale securities (350,238) (350,238) Net income for 1996 4,643,388 4,643,388 ----------- ----------- --------- ----------- BALANCES AT DECEMBER 31, 1996 24,228,132 8,296,590 563,339 33,088,061 Cash dividends - $.48 per share (784,050) (784,050) Issuance of 3,019 shares of common stock through exercise of stock options 74,606 74,606 Issuance of 5,707 shares of common stock through dividend reinvestment plan 211,532 211,532 Issuance of 4,479 shares of common stock through supplemental purchase under dividend reinvestment plan 172,090 172,090 Net change in unrealized appreciation (depreciation) on available for sale securities (154,004) (154,004) Net income year to date 2,449,139 2,449,139 ----------- ----------- --------- ----------- BALANCES AT JUNE 30, 1997 $24,686,360 $ 9,961,679 $ 409,335 $35,057,374 =========== =========== ========= =========== See notes to consolidated financial statements page 9 FIRSTBANK CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1997 1996 ------------ ------------ OPERATING ACTIVITIES Net income $ 2,449,139 $ 2,172,896 Adjustment to reconcile net income to net cash provided by operating activities Provision for loan losses 713,000 832,000 Depreciation of premises and equipment 431,373 363,006 Net amortization of security premiums/discounts 65,065 183,450 Loss (gain) on sale of securities 440 (132) Amortization of goodwill and other intangibles 442,166 134,385 Gain on sale of mortgage loans (276,355) (318,864) Proceeds from sales of mortgage loans 18,718,268 17,898,622 Unrealized loss on loans held for sale 148,998 164,973 Loans originated for sale (18,301,518) (25,145,643) Increase in accrued interest receivable and other assets (327,131) (281,414) Increase in accrued interest payable and other liabilities 731,820 36,021 ------------ ------------ NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 4,795,265 (3,960,700) INVESTING ACTIVITIES Proceeds from sale of securities available for sale 560,467 2,035,499 Proceeds from maturities of securities available for sale 14,373,669 11,600,296 Purchases of securities available for sale (21,544,612) (9,400,664) Net increase in portfolio loans (15,837,455) (21,745,368) Net purchases of premises and equipment (318,510) (371,819) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (22,766,441) (17,882,056) FINANCING ACTIVITIES Net increase in deposits 6,131,335 19,012,362 Increase in securities sold under agreements to repurchase and other short term borrowings 13,816,569 2,947,908 Increase in note payable 801,426 Cash proceeds from issuance of common stock 458,228 41,076 Cash dividends (784,050) (617,409) ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 20,423,508 21,383,937 page 10 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,452,332 (458,819) Cash and cash equivalents at beginning of period 21,228,472 16,748,740 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 23,680,804 $ 16,289,921 ============ ============ Supplemental Disclosure Interest Paid $ 7,413,872 $ 6,562,780 Income Taxes Paid $ 800,000 $ 1,125,000 See notes to consolidated financial statements page 11 FIRSTBANK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 (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 six month period ended June 30, 1997, are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. The balance sheet at December 31, 1996, 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 Corporation's annual report on Form 10-K for the year ended December 31, 1996. Net income per share is based on the weighted average shares outstanding for each period, 1,634,103 in 1997 and 1,620,193 in 1996. NOTE B - SECURITIES Individual securities held in the security portfolio are classified as securities available for sale. 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. 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 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 $52,565,844 and $44,025,790 at June 30, 1997, and December 31, 1996, respectively. page 12 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: JUNE 30, DECEMBER 31, (DOLLARS IN THOUSANDS) 1997 1996 ------------------------------------ -------- ------------ Nonperforming loans: Nonaccrual loans $ 199 $ 218 Loans 90 days or more past due 482 689 Renegotiated loans 135 150 ----- ------ Total nonperforming loans $ 816 $1,057 ===== ====== Property from defaulted loans $ 60 $ 130 ===== ====== Nonperforming loans as a percent of: Total loans .25% .34% ==== ==== Allowance for loan losses 12.27% 16.9% ====== ===== 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. page 13 SIX SIX TWELVE MONTHS MONTHS MONTHS ENDED ENDED ENDED JUNE 30, JUNE 30, DECEMBER 31, (DOLLARS IN THOUSANDS) 1997 1996 1996 - ----------------------------------------- -------- -------- ------------ Balance at beginning of period $ 6,247 $ 4,876 $ 4,876 Charge-offs (484) (360) (780) Recoveries 176 120 313 -------- -------- -------- Net charge-offs (308) (240) (467) Additions to allowance for loan losses 713 832 1,838 -------- -------- -------- Balance at end of period $ 6,652 $ 5,468 $ 6,247 ======== ======== ======== Average loans outstanding during the period $320,238 $276,963 $289,332 ======== ======== ======== Loans outstanding at end of period $328,872 $292,270 $313,632 ======== ======== ======== Allowance as a percent of: Total loans at end of period 2.02% 1.86% 1.99% ==== ==== ==== Nonperforming loans at end of period 815% 852% 591% === === === Net charge-offs as a percent of: Average loans outstanding .09% .09% .16% === === === Average Allowance for loan losses 4.79% 4.77% 8.59% ==== ==== ==== page 14 NOTE E - RECLASSIFICATION Certain 1996 amounts have been reclassified to conform to the 1997 presentation. NOTE F - SUBSEQUENT EVENT On August 8, 1997, the Corporation consummated a merger with an unrelated bank holding company with assets of $88 million and deposits of $75 million. The Corporation will issue approximately 400,000 shares of stock and $660,000 in cash to the shareholders of the acquired holding company. The details of this transaction will be fully disclosed in a report on Form 8-K filed at a later date. NOTE G - ACCOUNTING STANDARDS In August 1996, the FASB issued Statement of Financial Accounting Standards No. 125, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES. The Statement is effective for transfers and servicing of financial assets and extinguishments of liabilities for some transactions in 1997 and others in 1998, and is to be applied prospectively. Example transactions covered by SFAS No. 125 include asset securitizations, repurchase agreements, wash sales, loan participations, transfers of loans with recourse and servicing of loans. The standard is based on a consistent application of a financial-components approach that focuses on control. Under this Statement, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. The Statement provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. SFAS No. 125 supersedes SFAS No. 122, ACCOUNTING FOR MORTGAGE SERVICING RIGHTS, and supersedes SFAS No. 76, EXTINGUISHMENT OF DEBT and SFAS No. 77, REPORTING BY TRANSFERORS FOR TRANSFERS OF RECEIVABLES WITH RECOURSE. Retroactive application is not permitted. The Corporation has adopted SFAS 125 according to the statement's effective dates, and its adoption has had no material impact on the Corporation's financial position or results of operations. page 15 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 (Mt. Pleasant), and 1st Bank (West Branch) (collectively the "Banks"). FINANCIAL CONDITION Total assets of the Corporation grew $23 million or 5.8% from December 31, 1996, to June 30, 1997. The majority of this growth, 65% or over $15 million, is attributable to an increase in loans. Investment securities were $6 million or 11% higher at June 30, 1997, than at the end of 1996. The increase is the result of investments of excess cash held at December 31, 1996, from branch acquisitions that occurred in mid December. Another $2 million of the growth is from the investment of municipal funds for which the affiliate banks were the successful bidders. The municipal monies were invested in short term instruments. All securities are classified as available for sale. All categories of loans have posted increases during the first half of 1997, with commercial loans accounting for the largest share of the increases. While mortgage activity on June 30 had not reached the levels of the previous year, the recent decrease in mortgage rates has increased mortgage demand in the last few weeks of the quarter. The allowance for loan losses has increased $405,000 or 6.5% from December 31, 1996, to June 30, 1997. The allowance is 2.02% of outstanding loans at June 30, 1997, compared to 1.99% at December 31, 1996. Management continues to maintain the allowance for loan losses at a level considered appropriate to absorb losses 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. Deposits have shown a modest increase of 1.7% or $6 million in the first six months of 1997. Time deposits have posted gains of nearly $9 million during this period due in part to a certificate of deposit promotional. Securities sold under agreement to repurchase and overnight borrowings have experienced a $14 million increase since the end of 1996. The decrease in savings and interest demand deposit products are a result of moving deposit customers into the securities sold under agreement to repurchase accounts. Total shareholders' equity reflects an increase of $1,969,000 or 6.0% during the first six months of 1997. Net income of $2,449,000 and stock transactions of $458,000 increased shareholders' equity while dividends of page 16 $784,000 and a change in net unrealized gain (loss) on available for sale securities of $154,000 reduced shareholders' equity. Book value per share at December 31, 1996, was $20.33 compared to $21.45 at June 30, 1997. The following table discloses compliance with current regulatory requirements on a consolidated basis: TIER 1 RISK-BASED (DOLLARS IN THOUSANDS) LEVERAGE CAPITAL CAPITAL ------------------------------ -------- ------- ------- Capital balances at June 30, 1997 $31,197 $31,197 $35,194 Required Regulatory Capital 16,590 12,684 25,369 ------- ------- ------- Capital in excess of regulatory minimums $14,607 $18,513 $ 9,825 ======= ======= ======= Capital ratios at June 30, 1997 7.52% 9.84% 11.10% 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 second quarter of 1997 was $1,222,000 compared to $1,119,000 for the same period in 1996. For the first six months of 1997, net income was $2,449,000 compared to $2,173,000 for the same period in 1996 representing a $276,000 or 12.7% increase. The provision for loan losses was $713,000 for the first half and $462,000 for the second quarter of 1997 compared to $832,000 and $535,000 for the same periods in 1996. Upon analysis of the loan portfolio, management believes that the provision maintains the allowance for loan losses at an appropriate level. Noninterest expense for the second quarter of 1997 was $3,522,000 compared to $3,047,000 for the second quarter of 1996. Noninterest expense increased $706,000 or 11.4% for the first six months of 1997 to $6,907,000 when compared to $6,201,000 posted during the same period in 1996. With the exception of FDIC expense, all line items in noninterest expense have increased. Salaries and benefits have grown by 9.9% for the first six months of 1997 when compared to the same period in 1996. Salary increments account for page 17 approximately half of this increase. In addition, the salary expense for 1997 includes expenses of operating two branches which were acquired in December 1996. Other noninterest expense rose in both the second quarter and first half of 1997 when compared to similar time frames of 1996. For the six months ending June 30, 1997, other noninterest expense was $2,167,000 or 19.1% higher than the $1,820,000 registered for the six months of June 30, 1996. Over 20% of the increases is the result of expenses from two additional branches acquired in December 1996. In addition, excess goodwill was written off in two acquired business units to reflect management's judgement of their current value. Net income per share increased 8.7% or $.06 per share for the second quarter of 1997 when compared to the second quarter of 1996. Year to date net income of $1.50 per share represents a $.16 or 11.9% increase from the first half results of 1996 of $1.34. All 1996 per share data have been restated to reflect the 1996 5% stock dividend. page 18 PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES At various times in the second quarter of 1997, the Corporation issued unregistered shares of its common stock totaling 873 shares to members of the board of directors of the Corporation and the Corporation's subsidiary banks. The shares were issued as retainers and/or directors fees for the directors' services on the boards. The Corporation claims an exemption from registration for the issuances under Section 4(2) of the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving any public offering. The shares were issued in accordance with the Corporation's board compensation policy. The issuance did not involve any general solicitation. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 27 -- Financial Data Schedule (b) Reports on Form 8-K NONE page 19 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: AUGUST 11, 1997 \S\ JOHN MCCORMACK John McCormack President, Chief Executive Officer and Director (Principal Executive Officer) Date: AUGUST 11, 1997 \S\ MARY D. DECI Mary D. Deci Vice President and Chief Financial Officer (Principal Accounting Officer) page 20