0000905729-01-500203.txt : 20011026 0000905729-01-500203.hdr.sgml : 20011026 ACCESSION NUMBER: 0000905729-01-500203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011018 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20011018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08185 FILM NUMBER: 1761780 BUSINESS ADDRESS: STREET 1: 333 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 5176313310 8-K 1 chem8k101801.htm CHEMICAL FORM 8-K Chemical Form 8-K - 10-18-01







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
(State or Other
Jurisdiction of
Incorporation)

000-08185
(Commission
File Number)

38-2022454
(IRS Employer
Identification No.)

 

 

 

333 E. Main Street
Midland, Michigan

(Address of Principal Executive Offices)

 


48640
(Zip Code)

 

 

 

(989) 839-5350
(Registrant's Telephone Number,
Including Area Code)









Item 7.          Financial Statements and Exhibits.

 

(c)

Exhibits:

 

 

 

 

 

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.






















-2-


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
(Registrant)

 

 

 

 

 

 

By:

/s/Lori A. Gwizdala


 

 

 

Lori A. Gwizdala
Senior Vice President and
Chief Financial Officer

















-3-


EXHIBIT INDEX

Exhibit No 

Document

 

99.1         Press Release dated October 18, 2001
















-4-
EX-99 3 chemex99101801.htm EXHIBIT 99.1 Chemical Exhibit 99.1 to Form 8-K - 10-18-01

EXHIBIT 99.1


NASDAQ:

CHFC

FOR RELEASE:

IMMEDIATELY

DATE:

OCTOBER 18, 2001

 

 

CONTACT:

CHEMICAL FINANCIAL CORPORATION
Aloysius J. Oliver, President and Chief Executive Officer
(989) 839-5350




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

 

NASDAQ:

CHFC

FOR RELEASE:

IMMEDIATE

DATE:

October 18, 2001

 

 

CONTACT:

ALOYSIUS J. OLIVER
(989) 839-5352

LORI A. GWIZDALA
(989) 839-5358


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


 

Consolidated Balance Sheets (Unaudited)
Chemical Financial Corporation and Subsidiaries

 

 

 

 

September 30

 

(In thousands)


2001


 


2000


 

Assets

$

129,506

 

$

113,650

 

Federal funds sold

 

133,550

 

 

136,100

 

Interest-bearing deposits with unaffiliated banks

 

52,228

 

 

5,550

 

Investment securities taxable

 

841,086

 

 

833,798

 

Investment securities nontaxable

 


61,793


 

 


66,949


 

                         Total Investment Securities

 

902,879

 

 

900,747

 

Commercial and agricultural loans

 

350,181

 

 

300,194

 

Real estate construction loans

 

115,536

 

 

78,378

 

Real estate commercial loans

 

414,554

 

 

301,368

 

Real estate residential loans

 

837,796

 

 

760,356

 

Consumer loans

 


504,458


 

 


386,956


 

                         Total Loans

 

2,222,525

 

 

1,827,252

 

Less: Allowance for loan losses

 


31,143


 

 


26,435


 

                         Net Loans

 

2,191,382

 

 

1,800,817

 

Premises and equipment

 

42,736

 

 

37,740

 

Intangible assets

 

43,111

 

 

22,072

 

Other assets

 


25,629


 

 


39,820


 

                         Total Assets

$


3,521,021


 

$


3,056,496


 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

Noninterest-bearing deposits

$

435,818

 

$

383,507

 

Interest-bearing deposits

 


2,378,756


 

 


2,079,532


 

                         Total Deposits

 

2,814,574

 

 

2,463,039

 

Other borrowings

 

129,017

 

 

109,830

 

Interest payable and other liabilities

 

23,554

 

 

24,303

 

FHLB advances

 


170,168


 

 


113,413


 

                         Total Liabilities

 

3,137,313

 

 

2,710,585

 

Shareholders' Equity:

 

 

 

 

 

 

          Common stock, $1 par value

 

21,427

 

 

21,381

 

          Surplus

 

258,685

 

 

257,466

 

          Retained earnings

 

89,039

 

 

70,155

 

          Accumulated other comprehensive income (loss)

 


14,557


 

 


(3,091


)

                         Total Shareholders' Equity

 


383,708


 

 


345,911


 

                         Total Liabilities and Shareholders' Equity

$


3,521,021


 

$


3,056,496


 








Chemical Financial Corporation Announces Third Quarter Operating Results


 

Consolidated Statements of Income (Unaudited)
Chemical Financial Corporation and Subsidiaries

 

 

Quarter Ended
September 30,

 

Nine Months Ended
September 30,

(In thousands, except per share data)


2001


 


2000


 


2001


 


2000


Interest Income

 

 

 

 

 

 

 

Interest and fees on loans

$41,016

 

$37,708

 

$117,944

 

$108,222

Interest on investment securities:

 

 

 

 

 

 

 

               Taxable

12,200

 

13,113

 

37,276

 

39,735

               Nontaxable

813


 

918


 

2,553


 

2,668


                         Total Interest on Securities

13,013

 

14,031

 

39,829

 

42,403

Interest on federal funds sold

1,126

 

2,083

 

4,016

 

5,094

Interest on deposits with unaffiliated banks

236


 

148


 

454


 

516


                         Total Interest Income

55,391


 

53,970


 

162,243


 

156,235


 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

Interest on deposits

19,702

 

21,960

 

60,820

 

62,591

Interest on short-term borrowings

635

 

1,330

 

2,317

 

3,036

Interest on medium- and long-term borrowings

1,632


 

1,852


 

5,004


 

4,736


                         Total Interest Expense

21,969


 

25,142


 

68,141


 

70,363


                         Net Interest Income

33,422

 

28,828

 

94,102

 

85,872

Provision for loan losses

432


 

290


 

1,274


 

730


                         Net Interest Income after

 

 

 

 

 

 

 

                             provision for loan losses

32,990


 

28,538


 

92,828


 

85,142


 

 

 

 

 

 

 

 

Noninterest Income

 

 

 

 

 

 

 

Trust services revenue

1,603

 

1,655

 

4,938

 

5,066

Service charges on deposit accounts

2,574

 

2,583

 

7,994

 

7,436

Other charges and fees for customer services

1,737

 

1,605

 

5,164

 

4,804

Mortgage banking income

1,727

 

444

 

3,659

 

1,133

Investment securities gains

122

 

17

 

414

 

92

Other

131


 

154


 

391


 

359


                         Total Noninterest Income

7,894


 

6,458


 

22,560


 

18,890


 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

Salaries and employee benefits

12,303

 

11,450

 

35,588

 

34,098

Occupancy and equipment

3,396

 

3,262

 

10,096

 

9,768

Other

5,694

 

4,714

 

15,724

 

14,904

Merger related/consolidation

 


 

 


 

9,167


 

-


                         Total Operating Expenses

21,393


 

19,426


 

70,575


 

58,770


Income Before Income Taxes

19,491

 

15,570

 

44,813

 

45,262

                         Federal income taxes

6,515


 

5,051


 

15,867


 

14,642


Net Income

$12,976


 

$10,519


 

$28,946


 

$30,620


 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

               Basic

$0.61

 

$0.49

 

$1.35

 

$1.43

               Diluted

0.61

 

0.49

 

1.35

 

1.43

               Diluted - operating income

0.61

 

0.49

 

1.68

 

1.43

 

 

 

 

 

 

 

 

Cash dividends per share

0.24

 

0.22

 

0.72

 

0.66

 

 

 

 

 

 

 

 

Average shares outstanding:

 

 

 

 

 

 

 

               Basic

21,432

 

21,395

 

21,428

 

21,434

               Diluted

21,497

 

21,444

 

21,483

 

21,493





Chemical Financial Corporation Announces Third Quarter Operating Results


 

Financial Summary
Chemical Financial Corporation and Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended
September 30,

Nine Months Ended
September 30,

 


2001


2000


2001


2000


Average Balances (Dollars in thousands)

 

 

 

 

Total assets

$3,261,785

$3,042,812

$3,126,873

$2,988,519

Total earning assets

3,068,196

2,841,600

2,943,552

2,799,528

Total loans

2,023,392

1,795,612

1,926,651

1,748,769

Total deposits

2,626,991

2,436,758

2,517,248

2,426,220

Total shareholders' equity

374,274

335,891

363,630

334,878

Shareholders' equity/assets


11.5%


11.0%


11.6%


11.2%


At Period End (Dollars in thousands)

 

 

 

 

 

 

 

 

 

Credit Quality Statistics

 

 

 

 

Nonaccrual loans

 

 

$7,284

$7,359

Loans 90 or more days past due

 

 

 

 

          and still accruing

 

 

6,045

1,763

Restructured loans

 

 

0

18

Total nonperforming loans

 

 

13,329

9,140

Repossessed assets acquired (RAA)

 

 

621

897

Total nonperforming assets

 

 

13,950

10,037

Net loans charged off

 

 

777

469

 

 

 

 

 

Allowance for loan losses ratio

 

 

1.40%

1.45%

Allowance for loan losses as a

 

 

 

 

          percent of nonperforming loans

 

 

234%

289%

Nonperforming loans as a

 

 

 

 

          percent of total loans

 

 

0.60%

0.50%

Nonperforming assets as a

 

 

 

 

          percent of total loans plus RAA

 

 

0.63%

0.55%

Net loans charged off as a

 

 

 

 

          percent of average loans (annualized)


 


 


0.05%


0.04%


Performance Ratios (annualized)

 

 

 

 

Net interest margin (FTE)

4.40%

4.13%

4.36%

4.19%

Return on average assets

1.58%

1.38%

1.24%

1.37%

Return on average assets

 

 

 

 

          - net operating income (1)

1.58%

1.38%

1.54%

1.37%

Return on average shareholders' equity

13.8%

12.5%

10.6%

12.2%

Return on average shareholders' equity

 

 

 

 

          - net operating income (1)

13.8%

12.5%

13.2%

12.2%






Chemical Financial Corporation Announces Third Quarter Operating Results


 

Selected Quarterly Information
Chemical Financial Corporation and Subsidiaries

           

 
 


3rd Qtr.
2001


2nd Qtr.
2001


1st Qtr.
2001


4th Qtr.
2000


3rd Qtr.
2000


Summary of Operations

         

          (thousands)

         

Interest income

$55,391

$53,300

$53,552

$54,641

$53,970

Interest expense

21,969

22,099

24,073

25,593

25,142

Net interest income

33,422

31,201

29,479

29,048

28,828

Provision for loan losses

432

437

405

857

290

Net interest income after provision

         

          for loan losses

32,990

30,764

29,074

28,191

28,538

Noninterest income

7,894

7,644

7,022

6,450

6,458

Noninterest expense before special charge

21,393

20,234

19,781

19,381

19,426

Special charge:

         

          Before tax

-

-

9,167

-

-

          After tax

-

-

7,076

-

-

Income taxes

6,515

6,093

3,259

5,079

5,051

Net income

12,976

12,081

3,889

10,181

10,519

Net operating income (1)

12,976

12,081

10,965

10,181

10,519

 
 
 
 
 
 

Per Common Share Data

         

Net income:

         

          Basic

$0.61

$0.56

$0.18

$0.47

$0.49

          Diluted

0.61

0.56

0.18

0.47

0.49

          Diluted - net operating income (1)

0.61

0.56

0.51

0.47

0.49

Cash dividends

0.24

0.24

0.24

0.22

0.22

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.