-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WgSEZvOUteX85+gjB950ryAREdFPp5AFiTdSxnHLYjg5Xp/Sc6l5TPOjfMqBpf8/ Vywd8l5BLSQlC05K0FPiHw== 0000905729-01-500098.txt : 20010417 0000905729-01-500098.hdr.sgml : 20010417 ACCESSION NUMBER: 0000905729-01-500098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010331 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010416 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: SEC FILE NUMBER: 000-08185 FILM NUMBER: 1602592 BUSINESS ADDRESS: STREET 1: 333 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 5176313310 8-K 1 chem8k2nd041601.htm Chemical Form 8-K - 4-16-01 #2






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):
March 31, 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)

 

 

 

Registrant's telephone number,
including area code: (989) 839-5350









Item 7.          Financial Statements, Pro Forma Financial Information, and Exhibits.

 

(c)

Exhibits:

 

 

 

 

 

99.1

Press Release dated April 16, 2001



Item 9.          Regulation FD Disclosure

                    Chemical Financial Corporation ("Chemical") issued a Press Release on April 16, 2001.

                    A copy of the Press Release, dated April 16, 2001, issued by Chemical, is attached as Exhibit 99.1 and is incorporated herein by reference.



















2


SIGNATURE

          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.


Dated:

April 16, 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 April 16, 2001

















4
EX-99 2 chemex991041601.htm Chemical Exhibit 99.1 to Form 8-K - 4-16-01 #2

EXHIBIT 99.1

PRESS RELEASE

NASDAQ:

CHFC

FOR RELEASE:

IMMEDIATE

DATE:

April 16, 2001

 

 

CONTACT:

Aloysius J. Oliver
President & CEO
Chemical Financial Corporation
989/839-5352

 

 

 

Lori A. Gwizdala
Senior Vice President & Chief Financial Officer
Chemical Financial Corporation
989/839-5350



CHEMICAL FINANCIAL CORPORATION
ANNOUNCES
FIRST QUARTER OPERATING RESULTS


          Midland, Michigan -- Alan W. Ott, Chairman of Chemical Financial Corporation, today announced first quarter net operating income of $10,965,000, or $.51 per share, compared with net income of $9,628,000, or $.45 per share for the first quarter of 2000. This represents an increase of 13.3% in operating earnings per share. On the same basis, returns on average assets and average equity during the first quarter of 2001 were 1.46% and 12.7%, respectively, as compared with 1.32% and 11.6% for the first quarter of 2000. Net operating income for the first quarter of 2001 excluded pre-tax non-recurring expenses totaling $9,167,000, or $7,076,000 on an after-tax basis for merger related and consolidation costs incurred to complete the merger with Shoreline Financial Corporation and other internal company consolidations. Including the merger related and consolidation charges, the Corporation reported net income for the first quarter of 2001 of $3,889,000, or $.18 per share.






PRESS RELEASE
April 16, 2001
Page 2

          The growth in operating earnings in the first quarter of 2001, compared to the first quarter of 2000, resulted from increases in both net interest income and non-interest income. Net interest income was up $1.29 million, or 4.6%. The growth in net interest income resulted primarily from an increase of 8.9% in total loans and lower costs of deposits and other funding sources. Non-interest income was up 19%, primarily resulting from increased deposit account service charges and increased gains on the sale of residential mortgage loans in the secondary market.

          Total assets of the Corporation at March 31, 2001 were $3.1 billion, up 3.4% over the $2.97 billion in total assets reported at March 31, 2000. Total deposits at March 31, 2001 were $2.48 billion, up 0.9% over total deposits of $2.46 billion at March 31, 2000. Total loans increased 8.9% during the latest twelve months, from $1.72 billion at March 31, 2000, to $1.87 billion in outstanding loans at March 31, 2001.

          During the first quarter of 2001, the Corporation provided $405,000 to the allowance for loan losses, while charging net losses of $24,000 against the allowance during the period.

          Shareholders' equity at March 31, 2001 was $362.4 million, or $16.91 per share, and represented 11.8% of total assets at the current quarter end.

          On January 9, 2001, the Corporation consummated its merger with Shoreline Financial Corporation, a one-bank holding company with $1.1 billion in assets, headquartered in Benton Harbor, Michigan. The Corporation is operating Shoreline Bank as a separate subsidiary of the Corporation under the name Chemical Bank Shoreline. The transaction was accounted for by the pooling-of-interests accounting method and, therefore, all prior year financial information has been restated to include Shoreline as if it had always been a subsidiary of the Corporation.





PRESS RELEASE
April 16, 2001
Page 3

          In addition, the Corporation completed the consolidation of nine of its eleven banking subsidiaries into two during the first quarter of 2001.

          On March 23, 2001, the Corporation announced that two of its banking subsidiaries, Chemical Bank West and Chemical Bank Shoreline, entered into agreements to acquire four branch banking offices from Fifth Third Bank and Old Kent Bank. Chemical Bank Shoreline will acquire branches located in Holland, Zeeland and Grand Haven, Michigan and Chemical Bank West, Cadillac, will acquire a branch in Fremont, Michigan. The branches currently have combined deposits of approximately $150 million and combined loans of approximately $100 million. The transaction is expected to be completed in the summer of 2001.

          Chemical Financial Corporation is the fourth largest bank holding company headquartered in Michigan. The Company's four subsidiary banks operate 118 "Chemical Bank" offices and 2 loan production offices spread over 30 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.

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 revise these forward-looking statements or reflect events or conditions after the date of this release.

#          #          #







Chemical Financial Corporation Announces First Quarter Operating Results

Consolidated Balance Sheets (Unaudited)

       

Chemical Financial Corporation and Subsidiaries

       
 

March 31,

 

(In thousands)


2001


 


2000


 

Assets

       

Cash and demand deposits due from banks

$    104,128

 

$    104,904

 

Federal funds sold

146,375

 

113,595

 

Interest-bearing deposits with unaffiliated banks

66

 

6,252

 
         

Investment securities taxable

819,479

 

886,549

 

Investment securities nontaxable

64,015


 

65,221


 

     Total Investment Securities

883,494

 

951,770

 
         

Commercial and agricultural loans

292,661

 

292,818

 

Real estate construction loans

91,207

 

66,477

 

Real estate commercial loans

318,278

 

267,944

 

Real estate residential loans

772,574

 

737,474

 

Consumer loans

397,452


 

354,019


 

     Total Loans

1,872,172

 

1,718,732

 

Less: Allowance for loan losses

27,264


 

26,260


 

     Net Loans

1,844,908

 

1,692,472

 
         

Premises and equipment

37,870

 

38,938

 

Intangible assets

20,929

 

23,174

 

Other assets

33,533


 

39,730


 

     Total Assets

$  3,071,303


 

$  2,970,835


 
         

Liabilities and Shareholders' Equity

       

Noninterest-bearing deposits

$    376,504

 

$    370,679

 

Interest-bearing deposits

2,101,166


 

2,084,907


 

     Total Deposits

2,477,670

 

2,455,586

 
         

Other borrowings

91,898

 

67,363

 

Interest payable and other liabilities

25,190

 

27,727

 

FHLB advances

114,185


 

88,456


 

     Total Liabilities

2,708,943

 

2,639,132

 
         

Shareholders' Equity:

       

   Common stock, $1 par value

21,434

 

21,429

 

   Surplus

258,866

 

251,594

 

   Retained earnings

74,270

 

65,841

 

   Accumulated other comprehensive income (loss)

7,790


 

(7,161


)

     Total Shareholders' Equity

362,360


 

331,703


 

     Total Liabilities and Shareholders' Equity

$  3,071,303


 

$  2,970,835


 

- -4-


Chemical Financial Corporation Announces First Quarter Operating Results

Consolidated Statements of Income (Unaudited)

 

 

 

Chemical Financial Corporation and Subsidiaries

 

 

 

 

Three Months Ended

 

 

March 31,

 

(In thousands)


2001


 


2000


 

Interest Income

 

 

 

 

Interest and fees on loans

$38,204

 

$34,568

 

Interest on investment securities:

 

 

 

 

     Taxable

12,554

 

12,987

 

     Nontaxable

888


 

872


 

          Total Interest on Securities

13,442

 

13,859

 

Interest on federal funds sold

1,847

 

1,573

 

Interest on deposits with unaffiliated banks

59


 

220


 

          Total Interest Income

53,552


 

50,220


 

 

 

 

 

 

Interest Expense

 

 

 

 

Interest on deposits

21,414

 

19,872

 

Interest on short-term borrowings

958

 

758

 

Interest on medium- and long-term borrowings

1,701


 

1,405


 

          Total Interest Expense

24,073


 

22,035


 

          Net Interest Income

29,479

 

28,185

 

Provision for loan losses

405


 

216


 

          Net Interest Income after

 

 

 

 

               provision for loan losses

29,074


 

27,969


 

 

 

 

 

 

Noninterest Income

 

 

 

 

Trust services revenue

1,622

 

1,595

 

Service charges on deposit accounts

2,763

 

2,415

 

Other charges and fees for customer services

727

 

627

 

Gains on sales of loans and mortgage income

537

 

114

 

Investment securities gains

140

 

24

 

Other

1,233


 

1,128


 

          Total Noninterest Income

7,022


 

5,903


 

 

 

 

 

 

Operating Expenses

 

 

 

 

Salaries and employee benefits

11,515

 

11,304

 

Occupancy and equipment

3,427

 

3,338

 

Other

4,839

 

5,074

 

Merger related/consolidation

9,167


 

0


 

          Total Operating Expenses

28,948


 

19,716


 

Income Before Income Taxes

7,148

 

14,156

 

          Federal income taxes

3,259


 

4,528


 

Net Income

$3,889


 

$9,628


 

 

 

 

 

 

Net income per share:

 

 

 

 

     Basic

$0.18

 

$0.45

 

     Diluted

0.18

 

0.45

 

     Diluted - operating income

0.51

 

0.45

 

 

 

 

 

 

Cash dividends per share

0.24

 

0.22

 

 

 

 

 

 

Average shares outstanding:

 

 

 

 

     Basic

21,421

 

21,422

 

     Diluted

21,468

 

21,505

 


- -5-


Chemical Financial Corporation Announces First Quarter Operating Results

Financial Summary

         

Chemical Financial Corporation and Subsidiaries

         
           
 

Three Months Ended
March 31,

   

 


2001


 


2000


   

Average Balances (thousands)

         

Total assets

$3,044,151

 

$2,941,999

   

Total earning assets

2,862,056

 

2,758,977

   

Total loans

1,855,018

 

1,705,312

   

Total deposits

2,458,811

 

2,406,898

   

Total shareholders' equity

350,500

 

332,425

   

Shareholders' equity/assets

11.5

%

11.3

%

 

 


 


 


 


   

At Period End (thousands)

         
           

Credit Quality Statistics

         

Nonaccrual loans

$6,954

 

$3,270

   

Loans 90 or more days past due

         

     and still accruing

981

 

872

   

Restructured loans

0

 

22

   

Total nonperforming loans

7,935

 

4,164

   

Repossessed assets acquired (RAA)

1,018

 

415

   

Total nonperforming assets

8,953

 

4,579

   

Net loans charged off

24

 

130

   
           

Allowance for loan losses ratio

1.46

%

1.53

%

 

Allowance for loan losses as a

         

     percent of nonperforming loans

344

%

630

%

 

Nonperforming loans as a

         

     percent of total loans

0.42

%

0.24

%

 

Nonperforming assets as a

         

     percent of total loans plus RAA

0.48

%

0.27

%

 

Net loans charged off as a

         

     percent of average loans (annualized)

0.00

%

0.03

%

 

 


 


 


 


   

Performance Ratios (annualized)

         

Net interest margin (FTE)

4.27

%

4.21

%

 

Return on average assets

0.52

%

1.32

%

 

Return on average assets

         

     - net operating income (1)

1.46

%

1.32

%

 

Return on average shareholders' equity

4.5

%

11.6

%

 

Return on average shareholders' equity

         

     - net operating income (1)

12.7

%

11.6

%

 

- -6-


Chemical Financial Corporation Announces First Quarter Operating Results


Selected Quarterly Information

 

 

 

 

 

Chemical Financial Corporation and Subsidiaries

         
           

 
 


1st Qtr.
2001


4th Qtr.
2000


3rd Qtr.
2000


2nd Qtr.
2000


1st Qtr.
2000


Summary of Operations

         

     (thousands)

         

Interest income

$53,552

$54,536

$53,867

$51,956

$50,220

Interest expense

24,073

25,594

25,141

23,185

22,035

Net interest income

29,479

28,942

28,726

28,771

28,185

Provision for loan losses

405

857

290

224

216

Net interest income after provision

         

     for loan losses

29,074

28,085

28,436

28,547

27,969

Noninterest income

7,022

6,491

6,496

6,595

5,903

Noninterest expense before special charge

19,781

19,316

19,362

19,606

19,716

Special charge:

         

     Before tax

9,167

-

-

-

-

     After tax

7,076

-

-

-

-

Income taxes

3,259

5,079

5,051

5,063

4,528

Net income

3,889

10,181

10,519

10,473

9,628

Net operating income (1)

10,965

10,181

10,519

10,473

9,628

 


 


 


 


 


 


Per Common Share Data

         

Net income:

         

     Basic

$0.18

$0.48

$0.49

$0.49

$0.45

     Diluted

0.18

0.48

0.48

0.49

0.45

     Diluted - net operating income (1)

0.51

0.48

0.48

0.49

0.45

Dividends

0.24

0.22

0.22

0.22

0.22

Book value

16.91

16.72

16.18

15.74

15.48

 


       
       
       

(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.

 






- -7-


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