EX-99.1 11 chemex991_022807.htm CHEMICAL FINANCIAL EXHIBIT 99.1 TO FORM 10-K Chemical Financial Exhibit 99.1 to Form 10-K - 02/28/07

EXHIBIT No. 99.1














Financial Statements
With Report of Independent Registered Public Accounting Firm



Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors



December 31, 2006












Report of Independent Registered Public Accounting Firm



Plan Administrator
Chemical Financial Corporation
2001 Stock Purchase Plan for Subsidiary and Community Bank Directors

We have audited the accompanying statement of financial condition of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors as of December 31, 2006 and the related statement of income and changes in plan equity for the year ended December 31, 2006. These financial statements are the responsibility of the Plan's Administrator. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audit included considerations of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Plan Administrator, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors as of December 31, 2006 and the results of its operations and changes in its plan equity for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

 

/s/ Andrews Hooper & Pavlik P.L.C.
Certified Public Accountants

Saginaw, Michigan
February 28, 2007




Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors


Statements of Financial Condition


 

December 31
2006


 

December 31
2005


Assets

 

 

 

 

 

Cash

$

1,066

 

$

867

Common stock receivable of Chemical

 

 

 

 

 

   Financial Corporation, at market value - (7,107 shares at a
   cost of $223,263 at December 31, 2006 and 7,861 shares
   at a cost of $254,942 at December 31, 2005)



 




236,663


 



 




249,665


Total Assets

$


237,729


 

$


250,532


 

 

 

 

 

 

Plan Equity

 

 

 

 

 

Plan equity (58 participants at December 31, 2006 and
   50 participants at December 31, 2005)


$



237,729


 


$



250,532




See accompanying notes.





Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors


Statements of Income and Changes in Plan Equity



Additions


Year Ended
December 31
2006


 

Year Ended
December 31
2005


 

Year Ended
December 31
2004


 

 

 

 

 

 

 

 

 

 

 

 

Participant contributions

$

217,625

 

$

249,525

 

 

$

227,925

 

Dividend equivalents and

 

 

 

 

 

 

 

 

 

 

   fractional share interests

 


5,863


 

 


5,400


 

 

 


3,564


 

 

 

223,488

 

 

254,925

 

 

 

231,489

 

 

 

 

 

 

 

 

 

 

 

 

Deductions

 

 

 

 

 

 

 

 

 

 

Plan distributions

 


249,810


 

 


267,381


 

 

 


255,431


 

 

 

(26,322

)

 

(12,456

)

 

 

(23,942

)

Net unrealized appreciation (depreciation)

 

 

 

 

 

 

 

 

 

 

   in fair value of common stock receivable

 


13,519


 

 


(5,135


)


 

 


36,012


 

Net increase (decrease)

 

(12,803

)

 

(17,591

)

 

 

12,070

 

Plan equity at beginning of period

 


250,532


 

 


268,123


 

 

 


256,053


 

Plan equity at end of period

$


237,729


 

$


250,532


 

 

$


268,123


 

See accompanying notes.





Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors


Notes to Financial Statements
December 31, 2006


Note 1 - Description of the Plan

The Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors (Plan) was made effective by Chemical Financial Corporation (Corporation) on March 25, 2002. The Plan is designed to provide non-employee directors of the Corporation's subsidiaries and community banks, who are neither directors nor employees of the Corporation, with a convenient method of acquiring Corporation stock. The Plan provides for a maximum of 75,000 shares of the Corporation's common stock, $1.00 par value (Common Stock), subject to adjustments for certain changes in the capital structure of the Corporation as defined in the Plan (including stock dividends and stock splits), to be available under the Plan.

Subsidiary directors and community bank directors, who elect to participate in the Plan, may elect to contribute to the Plan fifty percent or one hundred percent of their director retainer fees and/or fifty percent or one hundred percent of their board of director fees and/or fifty percent or one hundred percent of their director committee fees, earned as directors or community bank directors of the Corporation's subsidiaries. Participant contributions to the Plan are made by the Corporation's subsidiaries on behalf of each electing participant. As of the last day of each month, each participant's cash account is debited for the purchase of whole shares of the Corporation's stock that is credited to a separate participant stock account. The stock purchased under the Plan during the calendar year is issued by the Corporation directly to the participants in the following calendar year. The Plan provides for dividend equivalents to be credited to each participant's cash account as of the dividend record date of the Corporation's common stock. Dividend equivalents are calculated by multiplying the Corporation's dividend rate by the number of shares of common stock in each participant's stock account as of the Corporation's dividend record date. The Plan also provides for an appropriate credit to each participant's stock account for stock dividends, stock splits or other distributions of the Corporation's common stock by the Corporation. Fractional shares calculated as a result of the above adjustments are converted to cash based on the market price of the Corporation's common stock and are credited to each participant's cash account. Plan participants may terminate their participation in the Plan, at any time, by written notice of withdrawal to the Corporation. Participants will cease to be eligible to participate in the Plan when they cease to serve as directors or community bank directors of subsidiaries of the Corporation. Upon withdrawal from the Plan, each participant will receive the shares of common stock of the Corporation in their participant stock account and the cash in their participant cash account.




Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors


Notes to Financial Statements (continued)
December 31, 2006


Note 1 - Description of the Plan (continued)

The Plan had 48,836 shares and 56,697 shares as of December 31, 2006 and 2005, respectively, of the Corporation's common stock available for future issuance.

The Corporation reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by him/her prior to the date of such amendment or termination.

The Plan provides that all expenses of the Plan and its administration shall be paid by the Corporation.

The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as taxable income the contributions made to the Plan by the Corporation's subsidiaries on their behalf. Dividend equivalents and any other cash credited to the participants' cash accounts are taxable to the participants for Federal and state income tax purposes in the year such dividend equivalent or cash is credited to the participant cash account. Upon disposition of the common stock of the Corporation issued under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.





Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors


Notes to Financial Statements (continued)
December 31, 2006

Note 2 - Summary of Accounting Policies

Valuation of Common Stock Receivable

Common stock receivable of the Corporation is recorded at the market value per share of the Corporation's common stock multiplied by the number of shares receivable at the valuation date. Market value is based on the closing price of the Corporation's common stock at year end ($33.30 per share at December 31, 2006 and $31.76 per share at December 31, 2005).

Income

Dividend equivalents and fractional share interests are accrued on the Corporation's dividend or other record date.

Contributions

Contributions are accounted for on the accrual basis.





Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors


Notes to Financial Statements (continued)
December 31, 2006


Note 3 - Contributions

Contributions for participants by the participating companies were as follows:




Participating Company


Year Ended
December 31
2006


 


Year Ended
December 31
2005


 


Year Ended
December 31
2004


 

 

 

 

 

 

 

 

Chemical Bank

$

217,625

 

$

87,650

 

$

94,575

Chemical Bank Shoreline

 

 

 

 

90,700

 

 

62,850

Chemical Bank West

 

 

 

 

67,175

 

 

65,700

CFC Financial Services, Inc.

 

 

 

 

2,000

 

 

2,400

CFC Title Services, Inc.

 


 


 

 


2,000


 

 


2,400


          Total Participant Contributions

$


217,625


 

$


249,525


 

$


227,925








Report of Independent Registered Public Accounting Firm



Plan Administrator
Chemical Financial Corporation
2001 Stock Purchase Plan for Subsidiary and Community Bank Directors

We have audited the accompanying statements of financial condition of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors as of December 31, 2005 and the related statements of income and changes in plan equity for each of the two years ended December 31, 2005. These financial statements are the responsibility of the Plan's Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included considerations of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Plan administrator, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors as of December 31, 2005 and the results of its operations and changes in its plan equity for each of the two years ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.



 

/s/ Ernst & Young


Detroit, Michigan
March 6, 2006