SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
October 18, 2001
Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)
Michigan |
000-08185 |
38-2022454 |
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333 E. Main Street |
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(989) 839-5350 |
Item 7.   Financial Statements and Exhibits.
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(c) |
Exhibits: |
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99.1 |
Press Release dated October 18, 2001 |
Item 9.   Regulation FD Disclosure.
Chemical Financial Corporation ("Chemical") issued a Press Release on October 18, 2001.
A copy of the Press Release, dated October 18, 2001, issued by Chemical, is attached as Exhibit 99.1 and is incorporated herein by reference.
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 hereunto duly authorized.
Dated: |
October 18, 2001 |
CHEMICAL FINANCIAL CORPORATION |
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By: |
/s/Lori A. Gwizdala |
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Lori A. Gwizdala |
EXHIBIT INDEX
Exhibit No |
Document |
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99.1 Press Release dated October 18, 2001 |
EXHIBIT 99.1
NASDAQ: |
CHFC |
FOR RELEASE: |
IMMEDIATELY |
DATE: |
OCTOBER 18, 2001 |
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CONTACT: |
CHEMICAL FINANCIAL CORPORATION |
Chemical Financial Corporation Amends News Release --
Previously Reported Earnings Remain The Same
  Midland, Michigan -- Chemical Financial Corporation is issuing this release to correct the amounts reported for shareholders' equity and equity per share which were incorrectly stated in its October 15, 2001 release announcing third quarter operating results. The numbers reported for net income and net income per share are not affected by this correction. The attached release repeats the information contained in the October 15, 2001 release with the corrected amounts for shareholders' equity and equity per share.
  Chemical common stock is traded on The Nasdaq Stock Market under the symbol "CHFC" and is one of the issues comprising the Nasdaq Financial 100 Index.
# # #
PRESS RELEASE |
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NASDAQ: |
CHFC |
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FOR RELEASE: |
IMMEDIATE |
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DATE: |
October 18, 2001 |
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CONTACT: |
ALOYSIUS J. OLIVER |
LORI A. GWIZDALA |
CHEMICAL FINANCIAL CORPORATION ANNOUNCES
THIRD QUARTER OPERATING RESULTS
  Midland, MI -- Alan W. Ott, Chairman of Chemical Financial Corporation, today announced record third quarter net income of $12,976,000, up 23.4% over net income of $10,519,000 for the third quarter of 2000. On a per share basis, net income for the quarter ending September 30, 2001 was $.61 per share, an increase of 24.5% over the $.49 per share earned in the third quarter of 2000.
  The Corporation's return on average assets and return on average equity was 1.58% and 13.8%, respectively, for the three months ended September 30, 2001, as compared to 1.38% and 12.5%, respectively, for the three months ended September 30, 2000.
  The growth in net income in the third quarter, as compared to the comparable period in 2000, resulted from a 15.9% increase in net interest income and from a 22% increase in non-interest income, primarily attributable to increased gains on the sale of real estate mortgages in the secondary market.
  For the nine months ended September 30, 2001, the Corporation earned net operating income of $36,022,000, or $1.68 per share, as compared to net income of $30,620,000, or $1.43 per share, for the first nine months of 2000. This represents an increase of 17.5% in operating earnings per share. Net operating income in 2001 excludes pre-tax non-recurring expenses of $9,167,000, or $7,076,000 on an after-tax basis, incurred in the first quarter of 2001 to complete the merger with Shoreline Financial Corporation and for internal bank consolidations. Including the merger related and consolidation charges, the Corporation reported net income for the first nine months of 2001 of $28,946,000, or $1.35 per share.
  The Corporation completed the acquisition of Bank West Financial Corporation ("BWFC") on September 14, 2001. BWFC was the parent company of Bank West, a Michigan stock savings bank with six offices in Kent and Ottawa Counties and total assets of approximately $300 million. Bank West was merged into the Corporation's existing subsidiary, Chemical Bank West, Cadillac, MI. The total value of the transaction was $29.8 million and was accounted for by the purchase method of accounting. Therefore, the assets and liabilities of Bank West are reflected in the Corporation's balance sheet as of September 30, 2001 and the net income of Bank West from September 14, 2001 forward is included in the consolidated income statement.
  Total assets at September 30, 2001 were $3.52 billion, up $465 million, or 15.2%, from September 30, 2000. Total deposits at September 30, 2001 were $2.81 billion, up 14.3% over total deposits of $2.46 billion at September 30, 2000. Total loans increased 21.6% during the latest twelve months, from $1.83 billion at September 30, 2000, to $2.22 billion in outstanding loans at September 30, 2001.
  The Corporation's provision for loan losses for the three and nine months ended September 30, 2001 was $432,000 and $1,274,000, respectively, as compared to net loan losses during the same time periods of $372,000 and $777,000, respectively. As of September 30, 2001, the allowance for loan losses was $31.14 million and represented 1.40% of total loans. Nonperforming loans were $13.3 million, or .60% of total loans, at the current quarter end.
  Shareholders' equity at September 30, 2001 was $383.7 million, or $17.91 per share, and represented 10.9% of total assets at the current quarter end.
  Chemical Financial Corporation is the fourth largest bank holding company headquartered in Michigan. The Company's four Subsidiary Banks operate 128 "Chemical Bank" offices and 2 loan production offices spread over 33 counties in the lower peninsula of Michigan. CFC Data Corp, Midland, is the Company's wholly owned data processing subsidiary.
  Chemical Financial Corporation common stock trades on the NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising the Nasdaq Financial 100 index.
Forward Looking Statements This press release contains forward-looking statements. Forward-looking statements include expressions such as "anticipate", "believe", "expect", "intend", and "view", which are necessarily statements of belief as to the expected outcomes of future events. Actual results could materially differ from those presented. Internal and external factors that might cause such a difference include, but are not limited to, the possibility that anticipated cost savings and revenue enhancements from the consolidations may not be fully realized within the expected time frame and that future circumstances could cause business decisions to be decided differently than now intended. Actual results could materially differ from those contained in, or implied by such statements. Chemical undertakes no obligation to release revisions to these forward-looking statements or reflect events or conditions after the date of this release. |
# # #
Chemical Financial Corporation Announces Third Quarter Operating Results |
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Consolidated Balance Sheets (Unaudited) |
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September 30 |
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(In thousands) |
2001 |
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2000 |
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Assets |
$ |
129,506 |
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$ |
113,650 |
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Federal funds sold |
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133,550 |
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136,100 |
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Interest-bearing deposits with unaffiliated banks |
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52,228 |
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5,550 |
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Investment securities taxable |
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841,086 |
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833,798 |
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Investment securities nontaxable |
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61,793 |
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66,949 |
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Total Investment Securities |
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902,879 |
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900,747 |
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Commercial and agricultural loans |
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350,181 |
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300,194 |
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Real estate construction loans |
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115,536 |
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78,378 |
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Real estate commercial loans |
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414,554 |
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301,368 |
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Real estate residential loans |
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837,796 |
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760,356 |
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Consumer loans |
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504,458 |
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386,956 |
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Total Loans |
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2,222,525 |
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1,827,252 |
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Less: Allowance for loan losses |
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31,143 |
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26,435 |
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Net Loans |
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2,191,382 |
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1,800,817 |
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Premises and equipment |
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42,736 |
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37,740 |
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Intangible assets |
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43,111 |
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22,072 |
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Other assets |
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25,629 |
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39,820 |
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Total Assets |
$ |
3,521,021 |
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$ |
3,056,496 |
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Liabilities and Shareholders' Equity |
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Noninterest-bearing deposits |
$ |
435,818 |
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$ |
383,507 |
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Interest-bearing deposits |
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2,378,756 |
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2,079,532 |
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Total Deposits |
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2,814,574 |
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2,463,039 |
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Other borrowings |
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129,017 |
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109,830 |
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Interest payable and other liabilities |
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23,554 |
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24,303 |
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FHLB advances |
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170,168 |
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113,413 |
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Total Liabilities |
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3,137,313 |
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2,710,585 |
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Shareholders' Equity: |
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Common stock, $1 par value |
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21,427 |
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21,381 |
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Surplus |
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258,685 |
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257,466 |
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Retained earnings |
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89,039 |
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70,155 |
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Accumulated other comprehensive income (loss) |
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14,557 |
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(3,091 |
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Total Shareholders' Equity |
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383,708 |
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345,911 |
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Total Liabilities and Shareholders' Equity |
$ |
3,521,021 |
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$ |
3,056,496 |
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Chemical Financial Corporation Announces Third Quarter Operating Results |
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Consolidated Statements of Income (Unaudited) |
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Quarter Ended |
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Nine Months Ended |
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(In thousands, except per share data) |
2001 |
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2000 |
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2001 |
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2000 |
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Interest Income |
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Interest and fees on loans |
$41,016 |
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$37,708 |
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$117,944 |
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$108,222 |
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Interest on investment securities: |
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Taxable |
12,200 |
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13,113 |
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37,276 |
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39,735 |
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Nontaxable |
813 |
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918 |
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2,553 |
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2,668 |
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Total Interest on Securities |
13,013 |
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14,031 |
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39,829 |
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42,403 |
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Interest on federal funds sold |
1,126 |
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2,083 |
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4,016 |
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5,094 |
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Interest on deposits with unaffiliated banks |
236 |
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148 |
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454 |
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516 |
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Total Interest Income |
55,391 |
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53,970 |
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162,243 |
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156,235 |
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Interest Expense |
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Interest on deposits |
19,702 |
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21,960 |
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60,820 |
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62,591 |
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Interest on short-term borrowings |
635 |
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1,330 |
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2,317 |
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3,036 |
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Interest on medium- and long-term borrowings |
1,632 |
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1,852 |
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5,004 |
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4,736 |
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Total Interest Expense |
21,969 |
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25,142 |
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68,141 |
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70,363 |
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Net Interest Income |
33,422 |
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28,828 |
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94,102 |
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85,872 |
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Provision for loan losses |
432 |
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290 |
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1,274 |
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730 |
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Net Interest Income after |
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provision for loan losses |
32,990 |
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28,538 |
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92,828 |
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85,142 |
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Noninterest Income |
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Trust services revenue |
1,603 |
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1,655 |
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4,938 |
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5,066 |
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Service charges on deposit accounts |
2,574 |
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2,583 |
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7,994 |
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7,436 |
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Other charges and fees for customer services |
1,737 |
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1,605 |
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5,164 |
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4,804 |
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Mortgage banking income |
1,727 |
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444 |
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3,659 |
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1,133 |
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Investment securities gains |
122 |
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17 |
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414 |
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92 |
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Other |
131 |
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154 |
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391 |
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359 |
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Total Noninterest Income |
7,894 |
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6,458 |
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22,560 |
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18,890 |
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Operating Expenses |
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Salaries and employee benefits |
12,303 |
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11,450 |
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35,588 |
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34,098 |
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Occupancy and equipment |
3,396 |
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3,262 |
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10,096 |
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9,768 |
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Other |
5,694 |
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4,714 |
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15,724 |
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14,904 |
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Merger related/consolidation |
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9,167 |
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- |
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Total Operating Expenses |
21,393 |
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19,426 |
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70,575 |
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58,770 |
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Income Before Income Taxes |
19,491 |
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15,570 |
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44,813 |
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45,262 |
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Federal income taxes |
6,515 |
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5,051 |
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15,867 |
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14,642 |
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Net Income |
$12,976 |
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$10,519 |
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$28,946 |
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$30,620 |
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Net income per share: |
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Basic |
$0.61 |
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$0.49 |
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$1.35 |
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$1.43 |
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Diluted |
0.61 |
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0.49 |
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1.35 |
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1.43 |
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Diluted - operating income |
0.61 |
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0.49 |
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1.68 |
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1.43 |
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Cash dividends per share |
0.24 |
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0.22 |
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0.72 |
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0.66 |
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Average shares outstanding: |
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Basic |
21,432 |
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21,395 |
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21,428 |
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21,434 |
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Diluted |
21,497 |
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21,444 |
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21,483 |
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21,493 |
Chemical Financial Corporation Announces Third Quarter Operating Results |
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Financial Summary |
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Quarter Ended |
Nine Months Ended |
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2001 |
2000 |
2001 |
2000 |
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Average Balances (Dollars in thousands) |
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Total assets |
$3,261,785 |
$3,042,812 |
$3,126,873 |
$2,988,519 |
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Total earning assets |
3,068,196 |
2,841,600 |
2,943,552 |
2,799,528 |
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Total loans |
2,023,392 |
1,795,612 |
1,926,651 |
1,748,769 |
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Total deposits |
2,626,991 |
2,436,758 |
2,517,248 |
2,426,220 |
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Total shareholders' equity |
374,274 |
335,891 |
363,630 |
334,878 |
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Shareholders' equity/assets |
11.5% |
11.0% |
11.6% |
11.2% |
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At Period End (Dollars in thousands) |
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Credit Quality Statistics |
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Nonaccrual loans |
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$7,284 |
$7,359 |
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Loans 90 or more days past due |
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and still accruing |
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6,045 |
1,763 |
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Restructured loans |
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0 |
18 |
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Total nonperforming loans |
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13,329 |
9,140 |
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Repossessed assets acquired (RAA) |
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621 |
897 |
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Total nonperforming assets |
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13,950 |
10,037 |
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Net loans charged off |
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777 |
469 |
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Allowance for loan losses ratio |
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1.40% |
1.45% |
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Allowance for loan losses as a |
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percent of nonperforming loans |
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234% |
289% |
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Nonperforming loans as a |
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percent of total loans |
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0.60% |
0.50% |
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Nonperforming assets as a |
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percent of total loans plus RAA |
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0.63% |
0.55% |
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Net loans charged off as a |
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percent of average loans (annualized) |
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0.05% |
0.04% |
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Performance Ratios (annualized) |
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Net interest margin (FTE) |
4.40% |
4.13% |
4.36% |
4.19% |
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Return on average assets |
1.58% |
1.38% |
1.24% |
1.37% |
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Return on average assets |
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- net operating income (1) |
1.58% |
1.38% |
1.54% |
1.37% |
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Return on average shareholders' equity |
13.8% |
12.5% |
10.6% |
12.2% |
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Return on average shareholders' equity |
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- net operating income (1) |
13.8% |
12.5% |
13.2% |
12.2% |
Chemical Financial Corporation Announces Third Quarter Operating Results |
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Selected Quarterly Information |
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3rd Qtr. |
2nd Qtr. |
1st Qtr. |
4th Qtr. |
3rd Qtr. |
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Summary of Operations |
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(thousands) |
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Interest income |
$55,391 |
$53,300 |
$53,552 |
$54,641 |
$53,970 |
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Interest expense |
21,969 |
22,099 |
24,073 |
25,593 |
25,142 |
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Net interest income |
33,422 |
31,201 |
29,479 |
29,048 |
28,828 |
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Provision for loan losses |
432 |
437 |
405 |
857 |
290 |
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Net interest income after provision |
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for loan losses |
32,990 |
30,764 |
29,074 |
28,191 |
28,538 |
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Noninterest income |
7,894 |
7,644 |
7,022 |
6,450 |
6,458 |
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Noninterest expense before special charge |
21,393 |
20,234 |
19,781 |
19,381 |
19,426 |
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Special charge: |
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Before tax |
- |
- |
9,167 |
- |
- |
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After tax |
- |
- |
7,076 |
- |
- |
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Income taxes |
6,515 |
6,093 |
3,259 |
5,079 |
5,051 |
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Net income |
12,976 |
12,081 |
3,889 |
10,181 |
10,519 |
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Net operating income (1) |
12,976 |
12,081 |
10,965 |
10,181 |
10,519 |
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Per Common Share Data |
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Net income: |
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Basic |
$0.61 |
$0.56 |
$0.18 |
$0.47 |
$0.49 |
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Diluted |
0.61 |
0.56 |
0.18 |
0.47 |
0.49 |
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Diluted - net operating income (1) |
0.61 |
0.56 |
0.51 |
0.47 |
0.49 |
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Cash dividends |
0.24 |
0.24 |
0.24 |
0.22 |
0.22 |
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Book value |
17.91 |
17.28 |
16.91 |
16.72 |
16.18 |
(1) |
Net operating income is based on net income that excludes merger related and consolidation costs incurred in connection with the merger with Shoreline Financial Corporation and the Corporation's internal consolidation of nine of its eleven bank charters into two. |