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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SEPTEMBER 30, 2004

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: 000-14209

FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)

311 Woodworth Avenue, Alma, Michigan
(Address of principal executive offices)
38-2633910
(I.R.S. Employer
Identification Number)

48801
(Zip Code)

Registrant’s telephone number, including area code: (989) 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 by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [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 . . . 5,040,171 shares outstanding as of October 31, 2004.


INDEX

PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements (UNAUDITED) Page 3
 
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Page 10
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk Page 14
 
Item 4. Controls and Procedures
(a)         Evaluation of Disclosure Controls and Procedures
(b)         Changes in Internal Controls
Page 15
 
PART II. OTHER INFORMATION
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Page 16
 
Item 5. Other Information Page 16
 
Item 6. Exhibits and Reports on Form 8-K Page 17
 
SIGNATURES Page 18
 
EXHIBIT INDEX Page 19




Item 1: Financial Statements (UNAUDITED)

FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
(Dollars in thousands)
UNAUDITED

September 30,
2004
December 31,
2003


ASSETS            
Cash and due from banks   $ 31,087   $ 27,442  
Short term investments    4,136    5,703  


            Total Cash and Cash Equivalents    35,223    33,145  
   
Securities available for sale    63,327    70,731  
Federal Home Loan Bank stock    5,303    4,929  
   
Loans held for sale    434    4,160  
   
Loans, net of allowance for loan losses of $10,795 in 2004 and $11,627 in 2003    656,431    623,826  
   
Premises and equipment, net    17,860    18,103  
Goodwill    4,880    4,880  
Other intangibles    2,471    2,709  
Accrued interest receivable and other assets    12,873    14,017  


TOTAL ASSETS   $ 798,802   $ 776,500  


   
LIABILITIES AND SHAREHOLDERS' EQUITY  
   
LIABILITIES  
   Deposits:  
      Noninterest bearing accounts   $ 111,165   $ 102,296  
      Interest bearing accounts:  
         Demand    182,221    181,642  
         Savings    101,048    95,395  
         Time    207,514    188,221  


            Total Deposits    601,948    567,554  
   
Securities sold under agreements to repurchase and overnight borrowings    36,021    47,069  
Federal Home Loan Bank Advances    72,347    67,121  
Notes payable    9,115    134  
Accrued interest payable and other liabilities    8,305    8,878  


            Total Liabilities   $ 727,736   $ 690,756  
   
SHAREHOLDERS' EQUITY  
Preferred stock; no par value, 300,000 shares authorized, none issued  
Common Stock; 10,000,000 shares authorized, 5,037,995 shares issued  
    and outstanding (5,642,304 in December 2003)   $ 56,662   $ 75,591  
Retained earnings    13,740    9,187  
Accumulated other comprehensive income    664    966  


            Total Shareholders' Equity    71,066    85,744  


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 798,802   $ 776,500  


See notes to consolidated financial statements.

3


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
SEPTEMBER 30, 2004 AND 2003
(Dollars in thousands except per share data)
UNAUDITED

Three Months Ended
September 30,
2004 2003


Interest Income:            
   Interest and fees on loans   $ 10,378   $ 10,071  
   Securities  
      Taxable    449    439  
      Exempt from Federal Income Tax    234    255  
   Short term investments    30    113  


            Total Interest Income    11,091    10,878  
Interest Expense:  
   Deposits    1,878    2,000  
   Notes payable and other    1,097    1,020  


            Total Interest Expense    2,975    3,020  
            Net Interest Income    8,116    7,858  
   Provision for loan losses    (374 )  115  


   Net Interest Income after provision for loan losses    8,490    7,743  
Noninterest Income:  
   Gain on sale of mortgage loans    467    2,561  
   Service charges on deposit accounts    730    653  
   Gain on sale of securities    10    0  
   Mortgage servicing, net of amortization    34    (470 )
   Other    1,182    1,575  


            Total Noninterest Income    2,423    4,319  
Noninterest Expense:  
   Salaries and employee benefits    3,888    4,344  
   Occupancy    986    950  
   Amortization of intangibles    76    75  
   FDIC insurance premium    21    23  
   Michigan Single Business Tax    28    57  
   Other    1,980    2,307  


            Total Noninterest Expense    6,979    7,756  
   
Income before Federal Income Taxes    3,934    4,306  
Federal Income Taxes    1,277    1,431  


NET INCOME   $ 2,657   $ 2,875  


   Comprehensive Income   $ 2,886   $ 2,661  


   Basic Earnings Per Share   $ 0.50   $ 0.50  


   Diluted Earnings Per Share   $ 0.49   $ 0.50  


   Dividends Per Share   $ 0.21   $ 0.19  


See notes to consolidated financial statements

4


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
SEPTEMBER 30, 2004 AND 2003
(Dollars in thousands except per share data)
UNAUDITED

Nine Months Ended
September 30,
2004 2003


Interest Income:            
   Interest and fees on loans   $ 30,616   $ 30,942  
   Securities  
      Taxable    1,212    1,419  
      Exempt from Federal Income Tax    704    781  
   Short term investments    86    343  


            Total Interest Income    32,618    33,485  
Interest Expense:  
   Deposits    5,479    6,721  
   Notes payable and other    3,122    3,065  


            Total Interest Expense    8,601    9,786  
            Net Interest Income    24,017    23,699  
   Provision for loan losses    (505 )  445  


   Net Interest Income after provision for loan losses    24,522    23,254  
Noninterest Income:  
   Gain on sale of mortgage loans    2,098    8,045  
   Service charges on deposit accounts    2,082    1,904  
   Gain on sale of securities    21    9  
   Mortgage servicing, net of amortization    (42 )  (1,164 )
   Other    3,464    4,411  


            Total Noninterest Income    7,623    13,205  
Noninterest Expense:  
   Salaries and employee benefits    11,667    12,186  
   Occupancy    2,878    2,813  
   Amortization of intangibles    227    260  
   FDIC insurance premium    64    69  
   Michigan Single Business Tax    73    192  
   Other    5,559    6,614  


            Total Noninterest Expense    20,468    22,134  
   
Income before Federal Income Taxes    11,677    14,325  
Federal Income Taxes    3,775    4,782  


NET INCOME   $ 7,902   $ 9,543  


   Comprehensive Income   $ 7,600   $ 9,484  


   Basic Earnings Per Share   $ 1.44   $ 1.69  


   Diluted Earnings Per Share   $ 1.41   $ 1.64  


   Dividends Per Share   $ 0.62   $ 0.56  


See notes to consolidated financial statements

5


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2004 AND 2003
(Dollars in thousands)
UNAUDITED

Nine months ended September 30,
2004 2003


OPERATING ACTIVITIES            
   Net income   $ 7,902   $ 9,543  
   Adjustments to reconcile net income to net cash provided
      by operating activities
  
   Provision for loan losses    (505 )  445  
   Depreciation of premises and equipment    1,447    1,274  
   Net amortization of security premiums/discounts    287    528  
   Gain on sale of securities    (21 )  (9 )
   Amortization of intangibles    227    260  
   Gain on sale of mortgage loans    (2,098 )  (8,045 )
   Proceeds from sales of mortgage loans    92,737    358,132  
   Loans originated for sale    (86,913 )  (343,720 )
   Decrease in accrued interest receivable and other assets    1,211    1,653  
   Decrease in accrued interest payable and other liabilities    (573 )  (2,552 )


      NET CASH PROVIDED BY OPERATING ACTIVITIES   $ 13,701   $ 17,509  
   
INVESTING ACTIVITIES  
   Proceeds from sale of securities available for sale   $ 0   $ 1,444  
   Proceeds from maturities of securities available for sale    32,962    27,341  
   Purchases of securities available for sale    (26,304 )  (35,826 )
   Purchases of Federal Loan Bank stock    (374 )  (111 )
   Net change in portfolio loans    (31,978 )  (582 )
   Net purchases of premises and equipment    (1,204 )  (1,230 )


      NET CASH USED IN INVESTING ACTIVITIES   $ (26,898 ) $ (8,964 )
   
FINANCING ACTIVITIES  
   Net increase (decrease) in deposits   $ 34,394   $ (3,104 )
   Decrease in securities sold under agreements to repurchase and other  
      short term borrowings    (11,048 )  (1,001 )
   Increase (decrease) of notes payable    14,207    (2,298 )
   Cash proceeds from issuance of common stock    2,266    2,742  
   Purchase of common stock    (21,195 )  (2,972 )
   Cash dividends    (3,349 )  (3,180 )


      NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   $ 15,275   $ (9,813 )
   
INCREASE IN CASH AND CASH EQUIVALENTS    2,078    (1,268 )
   Cash and cash equivalents at beginning of period    33,145    60,547  


      CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 35,223   $ 59,279  


   
Supplemental Disclosure  
   Interest Paid   $ 8,445   $ 10,211  
   Income Taxes Paid   $ 2,975   $ 5,900  

See notes to consolidated financial statements.

6


FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
UNAUDITED

NOTE A — FINANCIAL STATEMENTS

The accompanying unaudited financial information presented is for Firstbank Corporation (“Corporation”) and its wholly owned subsidiaries: Firstbank — Alma, Firstbank (Mt. Pleasant), Firstbank — West Branch (including its wholly owned subsidiaries; 1st Armored, Inc., 1st Title, Inc., and its majority holding in C.A. Hanes Realty, Inc.), Firstbank — Lakeview, Firstbank — St. Johns (collectively the “Banks”) and Gladwin Land Company, Inc. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The balance sheet at December 31, 2003, 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, 2003.

Stock Compensation

Employment compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income 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.

Three months ended
September 30,
Three months ended
September 30,
2004 2003 2004 2003




Net Income as Reported     $ 2,657,000   $ 2,875,000   $ 7,902,000   $ 9,543,000  
Deduct Stock-Based Compensation Expense
Determined Under
  
    Fair Value Based Method    31,000    32,000    94,000    95,000  




               Pro Forma Net Income   $ 2,626,000   $ 2,843,000   $ 7,808,000   $ 9,448,000  
   
   
Basic Earnings per Share as Reported   $ 0.50   $ 0.50   $ 1.44   $ 1.69  
               Pro Forma Basic Earnings per Share   $ 0.50   $ 0.50   $ 1.42   $ 1.67  
   
   
Diluted Earnings per Share as Reported   $ 0.49   $ 0.50   $ 1.41   $ 1.64  
               Pro Forma Diluted Earnings per Share   $ 0.49   $ 0.49   $ 1.39   $ 1.62  

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. 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.

7


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. These commitments have credit risk essentially the same as that involved in extending loans to customers and are subject to the Corporation’s normal credit policies and collateral requirements. Loan commitments, which are predominately at variable rates, were approximately $145 million and $140 million at September 30, 2004 and December 31, 2003, respectively.

NOTE D – NONPERFORMING LOANS AND ASSETS

Nonperforming Loans and Assets

The following table summarizes nonaccrual and past due loans at the dates indicated:

(Dollars in Thousands) September 30,
2004
December 31,
2003


Nonperforming loans:            
     Nonaccrual loans   $ 909   $ 834  
     Loans 90 days or more past due    1,556    581  
     Renegotiated loans    0    0  


          Total nonperforming loans   $ 2,465   $ 1,415  


   
Property from defaulted loans   $ 387   $ 364  
   
Nonperforming loans as a percent of total loans*    0.37 %  0.22 %
Nonperforming loans + ORE as a percent of total loans* + ORE    0.42 %  0.28 %
Nonperforming assets as a percent of total assets    0.36 %  0.23 %

Analysis of the Allowance for Loan Losses

(Dollars in Thousands) Three Months Ended Nine Months Ended
September 30,
2004
September 30,
2003
September 30,
2004
September 30,
2003




Balance at beginning of period     $ 11,233   $ 11,712   $ 11,627   $ 11,536  
Charge-offs    (137 )  (239 )  (542 )  (535 )
Recoveries    73    46    215    188  




   Net (charge-offs) recoveries    (64 )  (193 )  (327 )  (347 )
   Provision for loan losses    (374 )  115    (505 )  445  




   Balance at end of period   $ 10,795   $ 11,634   $ 10,795   $ 11,634  




   
Average total loans* outstanding during the period   $ 661,813   $ 591,952   $ 649,812   $ 593,038  
Allowance for loan loss as a percent of total loans*    1.62 %  1.97 %  1.73 %  1.93 %
Allowance for loan loss as a percent of  
   nonperforming loans    438 %  608 %  438 %  1204 %
Net Charge-offs^ as a percent of average loans*    0.04 %  0.07 %  0.07 %  0.08 %

*All loan ratios exclude loans held for sale
^Annualized

8


NOTE E – BASIC AND DILUTED EARNINGS PER SHARE

(In thousands, except for per share data) Three Months Ended
September 30,
Nine Months Ended
September 30,
2004 2003 2004 2003




Earnings per share                    
   Net income   $ 2,657   $ 2,875   $ 7,902   $ 9,543  
   Weighted average common shares outstanding    5,279    5,668    5,496    5,661  
   
   Basic earnings per share   $ 0.50   $ 0.50   $ 1.44   $ 1.69  
   
Earnings per share assuming dilution  
   Net income   $ 2,657   $ 2,875   $ 7,902   $ 9,543  
   Weighted average common shares outstanding    5,279    5,668    5,496    5,661  
   Add dilutive effect of assumed exercises of options    117    189    117    173  
   Weighted average common and dilutive potential common  
      shares outstanding    5,396    5,857    5,613    5,834  
   
    Diluted earnings per share   $ 0.49   $ 0.50   $ 1.41   $ 1.64  

Stock options for 56,228 shares of common stock were not considered in computing the earnings per share for the three and nine month periods of 2004, because they were anti-dilutive.

NOTE F – ACQUISITION INTANGIBLES

Acquired Intangible Assets

Acquired intangible assets were as follows:

September 30, 2004 December 31, 2003
(Dollars in Thousands) Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Core deposit premium resulting from branch                    
   Acquisitions   $ 4,740   $ 2,277   $ 4,740   $ 2,053  
Other customer relationship intangibles    20    12    20    9  




   Total   $ 4,760   $ 2,289   $ 4,760   $ 2,062  




Estimated remaining amortization expense for the remainder of 2004 and each of the next four years is as follows:

2004 75 
2005 301 
2006 300 
2007 298 
2008 297 




9


NOTE G – BORROWINGS

The Company established a line of credit agreement with LaSalle Bank, Chicago, Illinois on June 30, 2003 and renewed on June 28, 2004, at a variable interest rate chosen by the Company of the LaSalle Bank’s prime commercial borrowing rate, or LIBOR plus 2.25%. 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. At December 31, 2003, there was no outstanding balance. Resulting from the Company’s tender offer, the Company initially borrowed $11 million on this line of credit and subsequently paid the balance down to $9 million prior to the end of the third quarter. Upon issuance of the $10 million of Trust Preferred Securities early in the fourth quarter, the Company paid off the remaining $9 million balance of the line of credit.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The consolidated financial information presented is for Firstbank Corporation (“Corporation”) and its wholly owned subsidiaries; Firstbank — Alma, Firstbank (Mt. Pleasant), Firstbank — West Branch (including its wholly owned subsidiaries; 1st Armored, Inc., 1st Title, Inc. and its majority holding in C.A. Hanes Realty, Inc.), Firstbank — Lakeview, Firstbank — St. Johns (collectively the “Banks”) and Gladwin Land Company, Inc.

Capital Management

On June 15, 2004, the Corporation initiated a self tender offer to acquire up to 500,000 shares of its common stock, plus up to an additional 2% of outstanding shares on June 15, 2004 at a price of $30 per share. As a result of the offer, which was oversubscribed, the Corporation purchased 600,000 shares, or 10.7%, of the outstanding shares of its common stock for a total purchase price of $18.0 million and incurred expenses of $142,000 in connection with the offer. The Corporation initially borrowed $11.0 million on its line of credit and utilized cash held by the parent company to fund the remaining $7.0 million of the purchase.

On October 12, 2004, Firstbank Capital Trust I (“the trust”), an unconsolidated special purpose trust of the Corporation, sold 10,000 variable rate trust preferred securities at $1,000 per trust preferred security, for a total of $10 million in Trust Preferred Securities. The initial rate on the Trust Preferred Securities was 4.05% and will adjust quarterly to the then current 90 day LIBOR rate plus 1.99%. Firstbank Corporation issued subordinated debt to the trust in exchange for the proceeds of the offering. The debentures represent the sole assets of the trust. The Corporation used the proceeds of this transaction to provide long term funding for the self tender offer transaction described in the preceding paragraph, and paid off its line of credit borrowing with LaSalle. Management believes that the actions described above will enhance shareholder value and position the Corporation for continued growth.

Financial Condition

Total assets showed solid growth during the first nine months of 2004 increasing $22.3 million, or 2.9%, when compared to December 31, 2003. Total portfolio loans increased $31.8 million, or 5.0%, during the first nine months of 2004. Average total loans increased 7.5% in the third quarter of 2004 compared with the fourth quarter of 2003. Residential mortgages were $19.0 million, or 9.3% higher, mainly due to new loans which were retained for the loan portfolio because of their specific rate and collateral characteristics. Real estate construction loans decreased $4.5 million, or 8.1%, due to seasonal and economic factors. Consumer and credit card loans to individuals decreased by $1.4 million, or 2.4%. Commercial and commercial real estate loans were higher, increasing $2.7 million from December 31, 2003, and were $18.6 million, or 6.2% above the year-ago level.

Net charge-offs of loans were $327,000 in the first nine months of 2004 compared to $347,000 for the same nine month period in 2003. The ratio of net charge-offs of loans (annualized) to average loans was 0.07% for the first three quarters of 2004 compared to 0.08% in the first nine months of 2003. Both levels are considered favorable by industry standards. During the third quarter of 2004, one of the Corporation’s affiliate banks received substantially full payoff of a $557,000 loan that was classified as non-performing due to delinquency at the end of the second quarter. Specific reserves that had been set aside for this loan were reversed in the third quarter. Two additional credits which had specific reserves experienced partial pay downs or transactions involving collateral that resulted in the release of additional reserves. As a result, on a consolidated basis the Corporation had negative loan loss provision expense relating to these events of $480,000, and a total provision for loan losses for the quarter of a negative $374,000. Combined with a similar event in the first quarter of the year, when one of the Corporation’s affiliates received a partial payoff of a classified loan for which the allowance for loan losses included a specific reserve, the Corporation reversed $751,000 of reserve during the year. These reversals resulted in negative provision for loan losses for the year of $505,000.

10


At September 30, 2004, the allowance as a percentage of outstanding loans was 1.62% compared with 1.83% at year end 2003. Charge-offs have remained at low levels, and the reversal of reserves related to specific events with specific loans, as discussed in the paragraph above, have reduced this ratio. 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.

Total deposits increased $34.4 million, or 6.1%, from December 31, 2003 to September 30, 2004, including increases of $19.3 million, or 10.3%, in time deposits, $5.6 million, or 5.9%, in savings deposits, and $8.9 million, or 8.7% in non-interest bearing account balances. The Corporation began utilizing brokered CD’s as an additional source of funding in the third quarter of 2004, raising $6.0 million (included in the time deposit totals above) through that channel during the quarter. Interest bearing transaction accounts were basically unchanged, increasing $579,000 from year end. For the nine month period ended September 30, 2004, securities sold under agreements to repurchase and overnight borrowings decreased $11.0 million, or 23.5%, due to normal fluctuations in customer cash flows and less reliance on overnight borrowing. FHLB advances and notes payable increased $14.2 million reflecting the Corporation’s funding of its self tender offer and various other funding transactions with the FHLB.

Total shareholders’ equity decreased $14.7 million, or 17.1%, during the first nine months of 2004. Net income of $7,902,000 and stock issuances of $2,266,000 increased shareholders’ equity, while stock repurchases of $3,195,000, the self tender offer of $18.0 million, and dividends of $3,349,000 decreased shareholders’ equity. Stock issuance was primarily related to dividend reinvestment and exercise of stock options. As a result of the self tender offer, book value declined to $14.11 per share at September 30, 2004, down from $15.20 at December 31, 2003.

The following table discloses compliance with current regulatory capital requirements on a consolidated basis:

(Dollars in Thousands) Tier 1
Leverage
Total Risk-
Capital
Base Capital



Capital Balances at September 30, 2004     $ 62,945   $ 62,945   $ 71,002  
Required Regulatory Capital    31,636    25,933    51,865  
Capital in Excess of Regulatory Minimums    31,309    37,012    19,137  
   
   
Capital Ratios at September 30, 2004    7.96 %  9.71 %  10.95 %
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

For the Quarter ended September 30

For the third quarter of 2004, net income was $2,657,000, basic earnings per share were $0.50, and diluted earnings per share were $0.49, compared to $2,875,000, $0.50, and $0.50 for the third quarter of 2003. The lower earnings level in this year’s third quarter was mainly a result of a sharp decrease in re-finance activity for residential mortgage loans. Gains on the sale of mortgages were down $380,000, or 44.9% from the second quarter, and were $2,094,000, or 81.8% lower than the third quarter of 2003.

11


Average earning assets increased $20.2 million, or 2.8%, from the third quarter of 2003 compared with the same period of 2004. The yield on earning assets decreased 5 basis points, to 6.03%, for the quarter ended September 30, 2004, compared to 6.08% for the quarter ended September 30, 2003. The cost of funding related liabilities decreased 12 basis points when comparing the three month periods ended September 30th, from 2.09% in 2003, to 1.97% in 2004. Since the decrease in yield on earning assets was less than the decrease in the cost of funds relative to earning assets, the net interest margin increased by 2 basis points, from 4.42% in 2003 to 4.44% in 2004. Net interest income was $258,000 higher, at $8.1 million in the third quarter of 2004 compared to the same period in 2003.

The provision for loan losses in the third quarter of 2004 was a negative $374,000, $489,000 lower than the comparable third quarter of 2003, as a result of the reversal of specific reserves on classified loans discussed above in the review of the loan loss allowance in the section titled Financial Condition. Management has developed a quantitative and qualitative methodology for analyzing factors which impact the allowance for loan losses consistently across its five banking subsidiaries. The process applies risk factors for historical charge-offs and delinquency experience, portfolio segment growth rates, and industry and regional factors and trends as they affect the banks’ portfolios. The consideration of exposures to industries potentially most affected by current risks in the economic and political environment and the review of potential risks in certain credits that are not considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank. Net charge-offs for the third quarter of 2004 decreased by $129,000 to $64,000, when compared to $193,000 in the same period of 2003. Management believes that the analysis described above provides a consistent basis for the current provision levels.

Total non-interest income decreased $1,896,000, or 43.9%, when the third quarter of 2004 is compared to the same period in 2003. The heavy mortgage refinance activity that continued into the third quarter of 2003 resulted in an unsustainably high level of mortgage gains. The third quarter of 2004 saw much lower re-finance activity, producing mortgage gains of $467,000, a drop of $2,094,000, or 81.8%, compared with the same period in 2003. Partially offsetting lower mortgage gains was an improvement in mortgage servicing income of $504,000 compared with the year earlier quarter. As mortgage loans re-finance and pay off early, mortgage servicing income is negatively affected by the accelerated write down of mortgage servicing rights. The higher level of re-financing activity in 2003 caused net servicing income to be negative, as amortization of servicing rights was accelerated against income when mortgages re-financed.

Miscellaneous non-interest income decreased by $393,000, or 25.0%, when the third quarter of 2004 is compared to the same period of 2003. Lower revenue among the real estate mortgage related non-bank subsidiaries (1st Title, Inc. and Gladwin Land, Inc.) resulted in a decrease of $372,000. These businesses were negatively affected by the slower mortgage re-finance environment. Partially offsetting the decrease in mortgage related revenue was an increase of $111,000 within the Corporation’s armored car subsidiary.

Total non-interest expense decreased $777,000, or 10.0%, when comparing the three month periods ended September 30, 2004 and 2003. Salaries and employee benefits decreased $456,000, or 10.5%, below the 2003 level. The lower personnel expense is reflective of lower staffing levels compared with those necessary to support last years’ mortgage refinance activities, partially offset by an increase in salaries for annual merit increases and higher benefit costs in the current year. Other miscellaneous non-interest expense decreased $327,000, or 14.1%, when the three months ended September 30, 2004 are compared to the same period of 2003, and contained $101,000 of expense related to the Company’s self tender offer. The lower expense level was mainly a result of the reduced costs associated with mortgage refinance activity compared with the year ago third quarter.

Federal Income tax expense decreased $154,000, or 10.8%, reflecting reduced taxes as a result of lower earnings and a lower effective tax rate.

Year to date

For the first nine months of 2004, net income was $7,902,000, basic earnings per share were $1.44, and diluted earnings per share were $1.41, compared to $9,543,000, $1.69, and $1.64 for the same period of 2003. The lower earnings level in this year’s first half was mainly a result of a sharp decrease in re-finance activity for residential mortgage loans. Gains on the sale of mortgages were down $5,947,000, or 73.9% from a year earlier.

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Average earning assets increased $14.8 million, or 2.0%, from the first nine months of 2003 compared with the same period of 2004. The yield on earning assets decreased 30 basis points, to 6.02%, for the nine month period ended September 30, 2004, compared to 6.32% for the same period of 2003. The cost of funding related liabilities decreased 25 basis points when comparing the nine month periods ended September 30th, from 1.82% in 2003, to 1.57% in 2004. Since the decrease in yield on earning assets was greater than the decrease in the cost of funds relative to earning assets, the net interest margin declined by 5 basis points, from 4.50% in 2003 to 4.45% in 2004. Net interest income, at $24.0 million in the nine months of 2004, was up 1.3% compared to the same period in 2003.

The provision for loan losses decreased $950,000, or 214%, when the first nine months of 2004 is compared to the same period of 2003. The provision for loan losses was reduced by $271,000 in the first quarter and an additional $480,000 in the third quarter because of either full or partial payoff of classified loans, and collateral improvement on certain loans, discussed previously. These events resulted in a $505,000 negative loan loss provision for the year, compared with a positive loan loss provision in 2003 of $445,000. Net charge-offs for the first nine months of 2004 decreased by $20,000 to $327,000, when compared to $347,000 in the same period of 2003.

Total non-interest income decreased $5,582,000, or 42.3%, when the first nine months of 2004 is compared to the same period in 2003. The heavy mortgage refinance activity that occurred in the first half of 2003 resulted in an unsustainably high level of mortgage gains. Re-finance activity in 2004 has been much lower, producing mortgage gains of $2,098,000, a drop of $5,947,000, or 73.9%, compared with the same period in 2003. Miscellaneous non-interest income decreased by $946,000, or 21.4%, when the first half 2004 results are compared to the same period of 2003. Lower revenue among the real estate mortgage related non-bank subsidiaries (1st Title, Inc. and Gladwin Land, Inc.) accounted for $777,000 of the decrease. These businesses were also negatively affected by the slower mortgage re-finance environment. Certain other categories of non-interest income improved, most notably mortgage servicing income, which rose from a negative $1,164,000, for the first nine months of 2003 to a negative $42,000 in the same period of 2004. The larger negative amount in the first nine months of 2003 was due to the impact of re-finances and other pre-payments, which require the remaining mortgage servicing rights on a prepaid or re-financed mortgage to be written off against mortgage servicing income. At the same time, new mortgage servicing rights are created for the new mortgage and recorded as part of gain on sale of mortgages.

Total non-interest expense decreased $1,666,000, or 7.5%, when comparing the nine month periods ended September 30, 2004 and 2003. Salaries and employee benefits decreased $519,000, or 4.3%, below the 2003 level. The reduced personnel expense in the current year is reflective of lower staffing levels associated with the slower mortgage refinance environment, resulting in a 5.9% decrease in salaries. Partially offsetting the lower salary costs was a 1.1% increase in benefit costs, mainly due to higher health care costs. Other miscellaneous non-interest expense decreased $1,055,000, or 16.0%, when the nine months of 2004 are compared to the same period of 2003. Included in the current year expense is $142,000 relating to the Company’s self tender offer. The lower costs were mainly a result of the reduced mortgage refinance activity compared with the year ago first quarter.

Federal Income tax expense decreased $1,007,000, or 21.1%, reflecting reduced taxes as a result of lower earnings and a lower effective tax rate.

Contractual Obligations, Commitments, Contingent Liabilities, and Off-Balance Sheet Arrangements

The Corporation has various financial obligations, including contractual obligations and commitments that may require future cash payments. Management believes that there have been no material changes in the Corporation’s overall level of these financial obligations since December 31, 2003 and that any changes in the Corporation’s obligations which have occurred are routine for the industry. Further discussion of the nature of each type of obligation is included in Managements Discussion and Analysis on page 28 of the Corporation’s Form 10K Annual Report, and is incorporated herein by reference.

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Critical Accounting Policies

Firstbank’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow general practices within the banking and other industries in which it operates. Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s 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, but without limitation, changes in interest rate, in local and national economic conditions, or the financial condition of borrowers. The Corporation’s accounting policies are discussed in detail in Note A of the Notes to Consolidated Financial Statements on pages 20 through 23 in the Corporation’s annual report to shareholders for the year ended December 31, 2003. Management believes that its most significant accounting policies include determining the allowance for loan losses, determining the fair value of securities and other financial instruments and the valuation of mortgage servicing rights.

FORWARD LOOKING STATEMENTS

This report contains 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 Corporation itself. Words such as “anticipate,” “believe,” “determine,” “estimate,” “expect,” “forecast,” “intend,” “is likely,” “plan,” “project,” “opinion,” variations of such terms, and similar expressions are intended to identify such forward-looking statements. The presentations and discussions of the provision and allowance for loan losses, and determinations as to the need for other allowances presented in this report, are inherently forward-looking statements in that they involve judgments and statements of belief as to the outcome of future events. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Internal and external factors that may cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior and customer ability to repay loans; software failure, errors or miscalculations; and the vicissitudes of the national economy. The Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Information under the headings, “Liquidity and Interest Rate Sensitivity” on pages 8 and 9 and “Quantitative and Qualitative Disclosure About Market Risk” on pages 11 and 12 in the Corporation’s annual report to shareholders for the year ended December 31, 2003, is here incorporated by reference. Firstbank’s annual report is filed as Exhibit 13 to its Form 10-K annual report for its fiscal year ended December 31, 2003.

The Corporation faces market risk to the extent that both earnings and the fair values of its financial instruments are affected by changes in interest rates. The Corporation manages this risk with static GAP analysis and simulation modeling. The Corporation does not believe that there has been a material change in the nature of the Corporation’s primary market risk exposures, including the categories of market risk to which the Corporation is exposed and the particular markets that present the primary risk of loss to the Corporation. As of the date of this Form 10-Q Quarterly Report, the Corporation does not know of nor expect there to be any material change in the general nature of its primary market risk exposure in the near term.

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The methods by which the Corporation manages its primary market risk exposures, as described in the sections of its Form 10-K Annual Report incorporated by reference in response to this item, have not changed materially during the current year. As of the date of this Form 10-Q quarterly report, the Corporation does not expect to change those methods in the near term. However, the Corporation may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Corporation’s market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships in the future will be primarily determined by market, economic, and geopolitical factors which are outside of Corporation’s control. All information provided in response to this item consists of forward looking statements. Reference is made to the section captioned “Forward Looking Statements” of this Form 10-Q quarterly report for a discussion of the limitations on Corporation’s responsibility for such statements.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

  On November 2, 2004, the Corporation’s Chief Executive Officer and Chief Financial Officer reported on the Corporation’s disclosure controls to the Audit Committee. The portion of that report which constitutes their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of September 30, 2004 is as follows: “Based on our knowledge and the most recent evaluation, we believe the controls to be reasonably effective and commercially practical in providing information for management of the Corporation and for fair reporting to the investing public.”

b) Changes in Internal Controls

  During the period covered by this report, there have been no changes in the Corporation’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Corporation’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 23, 2002 the Corporation announced a stock repurchase plan authorizing the repurchase of up to $10 million in Firstbank Corporation common stock. As of December 31, 2002, 122,710 shares had been repurchased at an average price of $24.05 per share. During 2003, the Corporation had repurchased 168,100 shares of its stock at an average price of $31.49 per share under the 2002 authorization.

On November 25, 2003, the Corporation announced a repurchase plan that re-established the authorized limit for share repurchases, from that point forward, of up to $10 million of Firstbank Corporation common stock. As of December 31, 2003, the Corporation had repurchased 8,000 shares of its stock at an average price of $32.21 under the new authorization.

During the third quarter of 2004, the Corporation did not repurchase any shares of its common stock under the November 25, 2003 plan. For the year, the Corporation repurchased 106,700 shares of its common stock for an average cost per share of $29.95 under the November 2003 repurchase plan.

On June 15, 2004, the Corporation announced a self tender offer to purchase up to 500,000 shares of its common stock, plus up to 2% of outstanding shares, at a price of $30.00 per share and suspended activity under its repurchase program. The offer to purchase shares expired on July 30, with the tender offer over subscribed. On August 5, 2004, the Corporation accepted 600,000 shares of those tendered for a total cost of $18.0 million. The Corporation has made no determination regarding future open market purchases of its common stock following the closing of the self tender period at this time.

ISSUER PURCHASES OF EQUITY SECURITIES

Period Total Number
of Shares Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number
of Shares that May
yet Be Purchased
Under the Plans or
Programs





July      0    n/a    0   $   -     
 
August    600,000   $ 30.00    600,000   $  0 *  
 
September    0    n/a    0   $  0 *  
 
Total    0    n/a    600,000   $  0 *  

* The Corporation has authority to repurchase up to $6,546,888 in shares under the November 2003 repurchase plan.

Item 5. Other Information

The audit committee of the Board of Directors approved the categories of all non-audit services performed by the registrant’s independent accountants during the period covered by this report, except for certain miscellaneous services that meet the de minimus exception under current regulations.

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Item 6. Exhibits and Reports on Form 8-K

  (a) Exhibits:

  Exhibit Description

    31.1 Certificate of the President and Chief Executive Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2 Certificate of the Executive Vice President and Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    32.1 Certificate of the Chief Executive Officer and the Chief Financial Officer of Firstbank Corporation. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




17


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





Date: November 8, 2004






Date: November 8, 2004
FIRSTBANK CORPORATION
(Registrant)


/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 Accounting Officer)

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EXHIBIT INDEX

  Exhibit Description

    31.1   Certificate of the Chief Executive Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2   Certificate of the Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    32.1   Certificate of the Chief Executive Officer and the Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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EXHIBIT 31.1

I, Thomas R. Sullivan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Firstbank Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  (b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  (c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2004


/s/ Thomas R. Sullivan
——————————————
Thomas R. Sullivan
President and Chief Executive Officer

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EXHIBIT 31.2

I, Samuel G. Stone, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Firstbank Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  (b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  (c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2004


/s/ Samuel G. Stone
——————————————
Samuel G. Stone
Executive Vice President and Chief Financial Officer

21


EXHIBIT 32.1

        Thomas R. Sullivan, President and Chief Executive Officer of Firstbank Corporation, and Samuel G. Stone, Executive Vice President and Chief Financial Officer of Firstbank Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004 which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) the information contained in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004 fairly presents, in all material respects, the financial condition and results of operations of Firstbank Corporation.

Dated: November 8, 2004


/s/ Thomas R. Sullivan
——————————————
Thomas R. Sullivan
President and Chief Executive Officer


/s/ Samuel G. Stone
——————————————
Samuel G. Stone
Executive Vice President and Chief Financial Officer

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