-----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, Ph0xQpjoA2pC8mxhTVAQxobeyaBW3nySFkXk13botbdkdeXX7UajWPLDSjS6sL15 8LWbCuIU7op247Cl4kR0/g== 0000905729-03-000169.txt : 20030421 0000905729-03-000169.hdr.sgml : 20030421 20030421094947 ACCESSION NUMBER: 0000905729-03-000169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030421 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030421 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: 03656339 BUSINESS ADDRESS: STREET 1: 333 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 5176313310 8-K 1 chem8k_042103.htm CHEMICAL FINANCIAL FORM 8-K - 04-21-03








UNITED STATES
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):
April 21, 2003


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 April 21, 2003



Item 9.          Regulation FD Disclosure.

                    In accordance with Securities and Exchange Commission Release No. 34-47583, the following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure."

                    On April 21, 2003, Chemical Financial Corporation issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. This Report and the Exhibit are furnished to, and not filed with, the Commission.


















- -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:

April 21, 2003

CHEMICAL FINANCIAL CORPORATION
(Registrant)

 

 

 

 

 

 

 

 

 

 

By:

/s/Lori A. Gwizdala


 

 

 

Lori A. Gwizdala
Executive Vice President and
Chief Financial Officer



























- -3-


EXHIBIT INDEX

Exhibit No

            Document


99.1                           Press Release dated April 21, 2003




















- -4-


EX-99.1 3 chemex991_042103.htm CHEMICAL FINANCIAL EXHIBIT 99.1 TO FORM 8-K 04-21-03

EXHIBIT 99.1

PRESS RELEASE

NASDAQ:

CHFC

FOR RELEASE:

IMMEDIATE

DATE:

April 21, 2003

 

 

CONTACT:

David B. Ramaker
President & CEO
Chemical Financial Corporation
989/839-5269

 

 

 

Lori A. Gwizdala
Executive Vice President & Chief Financial Officer
Chemical Financial Corporation
989/839-5358



CHEMICAL FINANCIAL CORPORATION
ANNOUNCES
FIRST QUARTER OPERATING RESULTS


          Midland, Michigan - Aloysius J. Oliver, Chairman of Chemical Financial Corporation, today announced first quarter net income of $14.0 million or $.59 per diluted share, up $.3 million as compared with net income of $13.7 million, or $.58 per diluted share for the first quarter of 2002. This represents an increase of 1.7% in earnings per share and a 2.2% increase in net income for the first quarter 2003. The returns on average assets and average equity during the first quarter of 2003 were 1.59% and 13.1%, respectively, as compared with 1.57% and 14.1%, respectively, for the first quarter of 2002.

          Net interest income decreased $1.1 million, or 3.0%, to $35.1 million in the first quarter of 2003, as compared to the first quarter 2002. The decrease, in part, was due to the low interest rate environment and the decrease in the yield on our earning assets which is outpacing the decrease in our cost of funds. The Corporation's earnings were positively affected by an increase in noninterest income of $.6 million, or 7.4%. This increase was primarily due to higher service charge income of $1.3 million. A reduction in operating expenses of $.7 million, or 2.8%, also had a positive effect on earnings.






PRESS RELEASE

April 21, 2003
Page 2

          Total assets of the Corporation at March 31, 2003 were $3.61 billion, up 2.6% over the $3.52 billion in total assets reported at March 31, 2002. Total deposits at March 31, 2003 were $2.90 billion, up 2.8% over total deposits of $2.82 billion at March 31, 2002. Total loans increased 2.2% during the latest twelve months, from $2.09 billion at March 31, 2002, to $2.13 billion in outstanding loans at March 31, 2003.

          The Corporation's provision for loan losses for the quarter ended March 31, 2003 was $295 thousand as compared to net loan losses of $274 thousand. As of March 31, 2003, the allowance for loan losses was $30.7 million and represented 1.44% of total loans. Non-performing loans were $11.2 million, or .52% of total loans at the current quarter-end.

          Shareholders' equity at March 31, 2003 was $437 million, or $18.45 per share, and represented 12.1% of total assets and a tangible equity to asset ratio of 11.1% as of March 31, 2003.

          Chemical Financial Corporation is the fourth largest bank holding company headquartered in Michigan. The Company's three subsidiary banks operate 129 "Chemical Bank" offices and 2 loan production offices spread over 32 counties in the lower peninsula of Michigan.

          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.





RELEASE

April 21, 2003
Page 3

Forward Looking Statements

This press release contains forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "intends," "should," "will," variations of such words and similar expressions are intended to identify forward-looking statements. These statements reflect management's current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements 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. Factors that could cause a difference include, among others: changes in the national and local economies or market conditions; changes in interests rates and banking regulations; the impact of competition from traditional or new sources; and the possibility that anticipated cost savings and revenue enhancements from mergers and acquisitions and bank consolidations may not be fully realized at all or within the expected time frames. These and other factors that may emerge could cause decisions and actual results to differ materially from current expectations. Chemical undertakes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.


#          #          #














Chemical Financial Corporation Announces First Quarter Operating Results



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


(In thousands)


March 31,
2003



 


December 31,
2002



 


March 31,
2002


Assets:

 

 

 

 

 

 

 

 

Cash and demand deposits due from banks

$

114,023

 

$

148,112

 

$

116,846

Federal funds sold

 

32,400

 

 

69,900

 

 

112,925

Interest-bearing deposits with unaffiliated banks

 

18,674

 

 

53,135

 

 

75,200

 

 

 

 

 

 

 

 

 

Investment securities taxable

 

1,171,406

 

 

1,076,292

 

 

977,058

Investment securities nontaxable

 


51,672


 

 


51,690


 

 


57,922


       Total Investment Securities

 

1,223,078

 

 

1,127,982

 

 

1,034,980

 

 

 

 

 

 

 

 

 

Commercial loans

 

325,673

 

 

327,438

 

 

314,831

Real estate construction loans

 

106,384

 

 

108,589

 

 

129,254

Real estate commercial loans

 

506,243

 

 

481,084

 

 

451,947

Real estate residential loans

 

691,626

 

 

648,286

 

 

691,397

Consumer loans

 


501,767


 

 


509,789


 

 


498,610


       Total Loans

 

2,131,693

 

 

2,075,186

 

 

2,086,039

Less: Allowance for loan losses

 


30,693


 

 


30,672


 

 


30,890


       Net Loans

 

2,101,000

 

 

2,044,514

 

 

2,055,149

 

 

 

 

 

 

 

 

 

Premises and equipment

 

41,841

 

 

42,767

 

 

43,192

Intangible assets

 

40,060

 

 

40,489

 

 

42,711

Other assets

 


42,423


 

 


41,994


 

 


40,782


       Total Assets

$


3,613,499


 

$


3,568,893


 

$


3,521,785


 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

$

448,585

 

$

475,933

 

$

417,469

Interest-bearing deposits

 


2,455,517


 

 


2,371,339


 

 


2,406,780


       Total Deposits

 

2,904,102

 

 

2,847,272

 

 

2,824,249

FHLB borrowings

 

153,591

 

 

157,393

 

 

167,545

Other borrowings - short term

 

83,348

 

 

104,212

 

 

103,950

Interest payable and other liabilities

 


35,418


 

 


29,677


 

 


33,808


       Total Liabilities

 

3,176,459

 

 

3,138,554

 

 

3,129,552

 

 

 

 

 

 

 

 

 

Shareholders' Equity:

 

 

 

 

 

 

 

 

   Common stock, $1 par value

 

23,690

 

 

23,684

 

 

22,539

   Surplus

 

325,096

 

 

325,149

 

 

290,660

   Retained earnings

 

70,812

 

 

62,721

 

 

73,079

   Accumulated other comprehensive income

 


17,442


 

 


18,785


 

 


5,955


       Total Shareholders' Equity

 


437,040


 

 


430,339


 

 


392,233


       Total Liabilities and Shareholders' Equity

$


3,613,499


 

$


3,568,893


 

$


3,521,785







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, except per share data)


2003


 


2002


 


Interest Income:

 

 

 

 

 

 

Interest and fees on loans

$

36,414

 

$

40,510

 

Interest on investment securities:

 

 

 

 

 

 

   Taxable

 

10,680

 

 

11,994

 

   Nontaxable

 


677


 

 


782


 

      Total Interest on Securities

 

11,357

 

 

12,776

 

Interest on federal funds sold

 

336

 

 

692

 

Interest on deposits with unaffiliated banks

 


139


 

 


263


 

      Total Interest Income

 

48,246

 

 

54,241

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

Interest on deposits

 

10,840

 

 

15,542

 

Interest on FHLB borrowings

 

2,113

 

 

2,210

 

Interest on other borrowings - short term

 


169


 

 


266


 

      Total Interest Expense

 


13,122


 

 


18,018


 

      Net Interest Income

 

35,124

 

 

36,223

 

Provision for loan losses

 


295


 

 


653


 

      Net Interest Income after

 

 

 

 

 

 

         Provision for Loan Losses

 

34,829

 

 

35,570

 

 

 

 

 

 

 

 

Noninterest Income:

 

 

 

 

 

 

Service charges on deposit accounts

 

3,891

 

 

2,635

 

Trust services revenue

 

1,727

 

 

1,681

 

Other charges and fees for customer services

 

1,915

 

 

1,782

 

Mortgage banking revenue

 

1,547

 

 

2,556

 

Investment securities gains (losses)

 

184

 

 

(45

)

Other

 


50


 

 


62


 

      Total Noninterest Income

 

9,314

 

 

8,671

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

Salaries and employee benefits

 

13,689

 

 

13,744

 

Occupancy and equipment

 

4,013

 

 

4,077

 

Other

 


5,324


 

 


5,858


 

      Total Operating Expenses

 


23,026


 

 


23,679


 

Income Before Income Taxes

 

21,117

 

 

20,562

 

      Federal income taxes

 


7,103


 

 


6,852


 

Net Income

$


14,014


 

$


13,710


 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

   Basic

$

0.59

 

$

0.58

 

   Diluted

 

0.59

 

 

0.58

 

 

 

 

 

 

 

 

Cash dividends per share

 

0.25

 

 

0.23

 

 

 

 

 

 

 

 

Average shares outstanding:

 

 

 

 

 

 

   Basic

 

23,696

 

 

23,658

 

   Diluted

 

23,740

 

 

23,715

 






Chemical Financial Corporation Announces First Quarter Operating Results



Financial Summary (Unaudited)
Chemical Financial Corporation and Subsidiaries
(Dollars in thousands)

 

Three Months Ended
March 31,

 


2003


 


2002


Average Balances

 

 

 

 

 

Total assets

$

3,574,354

 

$

3,545,676

Total interest-earning assets

 

3,398,914

 

 

3,328,868

Total loans

 

2,100,747

 

 

2,135,900

Total deposits

 

2,861,776

 

 

2,843,348

Total shareholders' equity

 

433,989

 

 

393,520


 

Three Months Ended
March 31,

 


2003


 


2002


Key Ratios (annualized where applicable)

 

 

 

 

 

Net interest margin

 

4.25%

 

 

4.48%

Efficiency ratio

 

51.3%

 

 

52.1%

Return on average assets

 

1.59%

 

 

1.57%

Return on average shareholders' equity

 

13.1%

 

 

14.1%

Average shareholders' equity as a

 

 

 

 

 

    percent of average assets

 

12.1%

 

 

11.1%

Tangible shareholders' equity as a

 

 

 

 

 

    percent of total assets

 

11.1%

 

 

10.0%

Total risk-based capital ratio

 

18.7%

 

 

18.0%


 

March 31,

 


2003


 


2002


Credit Quality Statistics

 

 

 

 

 

Nonaccrual loans

$

5,730

 

$

9,895

Loans 90 or more days past due

 

 

 

 

 

    and still accruing

 

5,442

 

 

3,519

Restructured loans

 

-

 

 

-

Total nonperforming loans

 

11,172

 

 

13,414

Repossessed assets acquired (RAA)

 

4,590

 

 

1,159

Total nonperforming assets

 

15,762

 

 

14,573

Net loan charge-offs

 

274

 

 

757

 

 

 

 

 

 

Allowance for loan losses as a

 

 

 

 

 

    percent of total loans

 

1.44%

 

 

1.48%

Allowance for loan losses as a

 

 

 

 

 

    percent of nonperforming loans

 

275%

 

 

230%

Nonperforming loans as a

 

 

 

 

 

    percent of total loans

 

0.52%

 

 

0.64%

Nonperforming assets as a

 

 

 

 

 

    percent of total loans plus RAA

 

0.74%

 

 

0.70%

Net loan charge-offs as a

 

 

 

 

 

    percent of average loans

 

0.05%

 

 

0.14%


 

March 31,

 


2003


 


2002


Additional Data

 

 

 

 

 

Goodwill

$

27,940

 

$

27,940

Core deposit intangibles

 

9,592

 

 

11,322

Mortgage servicing rights

 

2,528

 

 

3,448

Amortization of intangibles

 

808

 

 

745





Chemical Financial Corporation Announces First Quarter Operating Results



Selected Quarterly Information (Unaudited)
Chemical Financial Corporation and Subsidiaries
(Dollars in thousands)


 


1st Qtr.
2003



 


4th Qtr.
2002



 


3rd Qtr.
2002



 


2nd Qtr.
2002



 


1st Qtr.
2002


Summary of Operations

 

 

 

 

 

 

 

 

 

Interest income

$48,246

 

$51,036

 

$52,475

 

$53,292

 

$54,241

Interest expense

13,122

 

14,673

 

16,076

 

16,585

 

18,018

Net interest income

35,124

 

36,363

 

36,399

 

36,707

 

36,223

Provision for loan losses

295

 

1,013

 

747

 

1,352

 

653

Net interest income after provision

 

 

 

 

 

 

 

 

 

     for loan losses

34,829

 

35,350

 

35,652

 

35,355

 

35,570

Noninterest income

9,314

 

9,275

 

8,588

 

8,000

 

8,671

Noninterest expense

23,026

 

23,692

 

23,134

 

23,021

 

23,679

Income taxes

7,103

 

7,251

 

7,088

 

6,799

 

6,852

Net income

14,014

 

13,682

 

14,018

 

13,535

 

13,710

 


 


 


 


 


 


 


 


 


 


Per Common Share Data

 

 

 

 

 

 

 

 

 

Net income:

 

 

 

 

 

 

 

 

 

     Basic

$0.59

 

$0.58

 

$0.59

 

$0.57

 

$0.58

     Diluted

0.59

 

0.57

 

0.59

 

0.57

 

0.58

Cash dividends

0.25

 

0.23

 

0.23

 

0.23

 

0.23

Book value

18.45

 

18.17

 

17.78

 

17.19

 

16.57

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