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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
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[X] |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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[ ] |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 0-8185
CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Michigan |
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38-2022454 |
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333 East Main Street |
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(517) 839-5350 |
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Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
The number of shares outstanding of the Registrant's Common Stock, $1 par value, as of October 20, 2000, was 13,998,491 shares.
INDEX
CHEMICAL FINANCIAL CORPORATION
FORM 10-Q
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Page |
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FORWARD-LOOKING STATEMENTS |
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3 |
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (unaudited, except Consolidated |
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Consolidated Statement of Income for the Three and Nine Months Ended |
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Consolidated Statement of Financial Position as of September 30, 2000, |
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Consolidated Statement of Cash Flows for the Nine Months Ended |
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Notes to Consolidated Financial Statements |
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7-13 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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21 |
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PART II. |
OTHER INFORMATION |
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Item 6. |
Exhibits and Reports on Form 8-K |
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22 |
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SIGNATURES |
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23 |
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FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation itself. Words such as "anticipates," "believes," "estimates," "judgment," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (Risk Factors) 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.
Risk Factors include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies and assessments; the impact of technological advances and issues; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national economy. These are representative of the Risk Factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement. The Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
PART I. FINANCIAL INFORMATION
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ITEM 1. |
FINANCIAL STATEMENTS |
CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Income (Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2000 |
1999 |
2000 |
1999 |
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(In thousands, except per share amounts) |
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INTEREST INCOME |
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Interest and fees on loans |
$ 21,575 |
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$ 19,535 |
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$ 62,005 |
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$ 56,543 |
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Interest on investment securities: |
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Taxable |
9,479 |
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9,769 |
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29,260 |
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30,457 |
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Tax-exempt |
511 |
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452 |
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1,449 |
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1,422 |
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Total interest on securities |
9,990 |
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10,221 |
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30,709 |
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31,879 |
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Interest on federal funds sold |
1,684 |
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767 |
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4,178 |
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2,458 |
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Interest on deposits with unaffiliated banks |
4 |
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33 |
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72 |
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84 |
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TOTAL INTEREST INCOME |
33,253 |
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30,556 |
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96,964 |
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90,964 |
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INTEREST EXPENSE |
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Interest on deposits |
13,044 |
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11,138 |
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37,477 |
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33,591 |
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Interest on short-term borrowings |
962 |
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460 |
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2,142 |
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1,219 |
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Interest on long-term debt |
2 |
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123 |
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8 |
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354 |
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TOTAL INTEREST EXPENSE |
14,008 |
11,721 |
39,627 |
35,164 |
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NET INTEREST INCOME |
19,245 |
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18,835 |
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57,337 |
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55,800 |
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Provision for loan losses |
140 |
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143 |
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280 |
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318 |
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NET INTEREST INCOME after provision for |
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loan losses |
19,105 |
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18,692 |
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57,057 |
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55,482 |
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NONINTEREST INCOME |
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Trust services revenue |
1,012 |
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929 |
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3,154 |
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2,867 |
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Service charges on deposit accounts |
1,676 |
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1,470 |
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4,843 |
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4,209 |
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Other charges and fees for customer services |
1,370 |
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1,216 |
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4,053 |
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3,566 |
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Gains on sales of loans |
82 |
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133 |
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194 |
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526 |
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Investment securities gains |
17 |
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7 |
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128 |
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22 |
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Other |
207 |
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165 |
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472 |
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762 |
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TOTAL NONINTEREST INCOME |
4,364 |
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3,920 |
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12,844 |
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11,952 |
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OPERATING EXPENSES |
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Salaries, wages and employee benefits |
7,674 |
7,599 |
23,123 |
22,579 |
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Occupancy |
1,140 |
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1,168 |
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3,477 |
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3,533 |
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Equipment |
983 |
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947 |
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2,918 |
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2,777 |
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Other |
2,930 |
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2,545 |
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8,983 |
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8,545 |
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TOTAL OPERATING EXPENSES |
12,727 |
12,259 |
38,501 |
37,434 |
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INCOME BEFORE INCOME TAXES |
10,742 |
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10,353 |
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31,400 |
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30,000 |
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Federal income taxes |
3,525 |
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3,422 |
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10,225 |
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9,904 |
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NET INCOME |
$ 7,217 |
$ 6,931 |
$ 21,175 |
$ 20,096 |
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NET INCOME PER SHARE (Basic) |
$ .52 |
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$ .49 |
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$ 1.51 |
$ 1.42 |
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(Diluted) |
$ .51 |
$ .49 |
$ 1.50 |
$ 1.41 |
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Cash dividends per share |
$ .22 |
$ .20 |
$ .66 |
$ .60 |
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See accompanying notes to consolidated financial statements |
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CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Financial Position
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September 30, |
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December 31, |
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September 30, |
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Unaudited) |
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(Unaudited) |
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(In thousands) |
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ASSETS |
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Cash and demand deposits due from banks |
$ 78,671 |
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$ 98,827 |
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$ 87,412 |
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Federal funds sold |
121,200 |
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73,960 |
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96,900 |
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Interest bearing deposits with unaffiliated banks |
5,050 |
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11 |
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Investment securities: |
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Available for sale (at estimated market value) |
428,098 |
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428,040 |
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430,249 |
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Held to maturity (estimated market value-$238,150 at |
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Total investment securities |
666,391 |
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671,453 |
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685,943 |
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Loans: |
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Commercial and agricultural |
161,029 |
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157,721 |
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155,734 |
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Real estate construction |
43,828 |
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34,510 |
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32,120 |
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Real estate commercial |
133,717 |
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120,990 |
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117,455 |
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Real estate residential |
483,034 |
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457,018 |
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455,967 |
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Consumer |
245,704 |
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238,778 |
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243,800 |
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Total Loans |
1,067,312 |
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1,009,017 |
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1,005,076 |
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Less: Allowance for loan losses |
18,261 |
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18,190 |
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18,165 |
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Net loans |
1,049,051 |
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990,827 |
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986,911 |
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Premises and equipment |
21,990 |
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21,570 |
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20,534 |
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Accrued income |
16,263 |
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14,935 |
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15,021 |
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Other assets |
18,795 |
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18,793 |
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17,164 |
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TOTAL ASSETS |
$ 1,977,411 |
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$ 1,890,376 |
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$ 1,909,885 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Deposits: |
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Noninterest-bearing |
$ 276,456 |
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$ 258,061 |
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$ 266,705 |
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Interest-bearing |
1,341,635 |
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1,303,641 |
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1,288,703 |
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Total deposits |
1,618,091 |
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1,561,702 |
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1,555,408 |
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Short-term borrowings: |
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Treasury tax and loan notes payable to the U.S. Treasury |
9,595 |
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11,832 |
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10,481 |
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Securities sold under agreements to repurchase |
71,518 |
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50,061 |
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70,976 |
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Total short-term borrowings |
81,113 |
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61,893 |
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81,457 |
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Interest payable and other liabilities |
17,577 |
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17,000 |
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17,269 |
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Long-term debt |
185 |
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200 |
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8,200 |
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Total liabilities |
1,716,966 |
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1,640,795 |
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1,662,334 |
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Shareholders' equity: |
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Common stock, $1 par value: |
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Authorized - 18,000,000 shares |
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Issued - 13,998,327 shares, 13,423,700 shares, |
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and 13,461,200 shares, respectively |
13,998 |
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13,424 |
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13,461 |
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Surplus |
196,644 |
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180,864 |
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182,103 |
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Retained earnings |
50,034 |
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57,286 |
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52,494 |
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Accumulated other comprehensive loss |
(231 |
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(1,993 |
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(507 |
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Total shareholders' equity |
260,445 |
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249,581 |
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247,551 |
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TOTAL LIABILITIES AND |
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SHAREHOLDERS' EQUITY |
$ 1,977,411 |
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$ 1,890,376 |
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$ 1,909,885 |
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See accompanying notes to consolidated financial statements.
CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)
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Nine Months Ended |
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2000 |
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1999 |
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(In thousands) |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
$ 21,175 |
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$ 20,096 |
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Adjustments to reconcile net income to net cash provided by |
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operating activities: |
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Provision for loan losses |
280 |
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318 |
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Gains on sales of loans |
(194 |
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(526 |
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Investment securities gains |
(128 |
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Provision for depreciation and amortization |
2,981 |
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2,848 |
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Gain on sale of branch office land |
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(236 |
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Net amortization of investment securities |
335 |
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1,571 |
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Net increase in accrued income and other assets |
(603 |
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(2,196 |
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Net increase in interest payable and other liabilities |
470 |
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2,021 |
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Net Cash Provided by Operating Activities |
24,316 |
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23,896 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash and cash equivalents assumed in acquisition of branch offices |
22,802 |
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24,366 |
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Net increase (decrease) in interest-bearing deposits with unaffiliated banks |
(5,039 |
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5,000 |
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Proceeds from maturities of securities available for sale |
184,918 |
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218,340 |
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Proceeds from sales of securities available for sale |
21,192 |
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339 |
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Purchases of securities available for sale |
(197,869 |
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(166,366 |
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Proceeds from maturities of securities held to maturity |
100,267 |
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83,108 |
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Purchases of securities held to maturity |
(100,945 |
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(98,610 |
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Proceeds from sales of loans |
13,272 |
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39,438 |
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Net loan originations, excluding sales |
(72,409 |
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(146,379 |
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Proceeds from sale of branch office land |
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276 |
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Purchases of premises and equipment |
(1,994 |
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(2,156 |
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Net Cash Used in Investing Activities |
(35,805 |
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(42,644 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Net decrease in demand deposits, NOW accounts and |
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savings accounts |
(13,149 |
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(22,751 |
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Net increase (decrease) in certificates of deposit and other time deposits |
44,653 |
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(3,324 |
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Net increase in short-term borrowings |
19,220 |
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28,207 |
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Proceeds from issuance of long-term debt |
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200 |
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Principle payments on long-term debt |
(15 |
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Cash dividends paid |
(9,261 |
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(8,494 |
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Proceeds from stock purchase plan |
219 |
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204 |
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Proceeds from exercise of stock options |
170 |
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235 |
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Repurchases of common stock |
(3,264 |
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(2,850 |
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Net Cash Provided By (Used In) Financing Activities |
38,573 |
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(8,573 |
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Net Increase (Decrease) in Cash and Cash Equivalents |
27,084 |
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(27,321 |
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Cash and cash equivalents at beginning of year |
172,787 |
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211,633 |
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Cash and Cash Equivalents at End of Period |
$ 199,871 |
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$ 184,312 |
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Supplemental disclosures of cash flow information: |
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Interest paid on deposits, short-term borrowings and long-term debt |
$ 39,228 |
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$ 35,086 |
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Federal income taxes paid |
10,686 |
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10,785 |
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CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2000
NOTE A: BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Chemical Financial Corporation (the Corporation) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial condition and results of operations of the Corporation for the periods presented. Operating results for the three and nine months ended September 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1999.
Certain prior year amounts have been reclassified to place them on a basis comparable with the current periods' financial statements.
Earnings Per Share
All earnings per share amounts have been presented to conform to the requirements of Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128). Basic earnings per share excludes any dilutive effect of stock options. Basic earnings per share for the Corporation is computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share for the Corporation is computed by dividing net income by the sum of the weighted average number of common shares outstanding and the dilutive effect of outstanding employee stock options.
CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2000
Earnings Per Share (Continued)
The following table summarizes the number of shares used in the numerator and denominator of the basic and diluted earnings per share computations:
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Three Months Ended |
Nine Months Ended |
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2000 |
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1999 |
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2000 |
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1999 |
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(In thousands) |
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Numerator for both basic and diluted earnings |
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per share, net income |
$ 7,217 |
$ 6,931 |
$ 21,175 |
$ 20,096 |
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Denominator for basic earnings per share, |
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average outstanding common shares |
14,000 |
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14,141 |
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14,039 |
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14,156 |
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Potential dilutive shares resulting from |
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employee stock option plans |
49 |
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112 |
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59 |
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121 |
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Denominator for diluted earnings per share |
14,049 |
14,253 |
14,098 |
14,277 |
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CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2000
Comprehensive Income
The components of comprehensive income, net of related tax, for the three- and nine-month periods ended September 30, 2000 and 1999 are as follows (in thousands of dollars):
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Three Months Ended |
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Nine Months Ended |
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2000 |
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1999 |
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2000 |
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1999 |
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Net income |
$ 7,217 |
$ 6,931 |
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$ 21,175 |
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$ 20,096 |
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Change in unrealized net gains |
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(losses) on investment securities |
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available for sale |
1,792 |
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(609 |
) |
1,762 |
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(3,574 |
) |
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Comprehensive income |
$ 9,009 |
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$ 6,322 |
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$ 22,937 |
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$ 16,522 |
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The components of accumulated other comprehensive income (loss), net of related tax, at September 30, 2000, December 31, 1999 and September 30, 1999 are as follows (in thousands of dollars):
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September 30, |
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December 31, |
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September 30, |
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Unrealized net losses on investment |
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securities available for sale |
$ (231 |
) |
$ (1,993 |
) |
$ (507 |
) |
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Accumulated other comprehensive loss |
$ (231 |
) |
$ (1,993 |
) |
$ (507 |
) |
CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2000
Operating Segment
Under the provisions of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, it is management's opinion that the Corporation operates in a single operating segment - commercial banking. The Corporation is a bank holding company that operates ten commercial banks and a data processing company, each as a separate subsidiary of the Corporation. All ten of the Corporation's commercial bank subsidiaries operate as community banks and offer a full range of commercial banking and fiduciary products and services to the residents and business customers in their geographical market areas. The products and services offered by the commercial bank subsidiaries are consistent throughout the Corporation, as generally is the pricing of these products and services. Each of the Corporation's commercial bank subsidiaries operates in a separate geographical area within the state of Michigan. The geographical area served by each of these subsidiaries is generally the twenty-five mile radius surrounding its headquarters. All marketing of products and services throughout the Corporation's ten subsidiary banks is uniform, as many of the markets served by these subsidiaries overlap. The distribution of products and services is uniform throughout the Corporation's commercial bank subsidiaries and is achieved primarily through retail branch banking offices, automated teller machines and electronically accessed banking products. All ten commercial bank subsidiaries are state chartered commercial banks and operate under the same banking regulations. The data processing subsidiary primarily performs data processing functions for the Corporation's ten commercial bank subsidiaries.
Other
Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS 138 (SFAS 133), was issued in June 1998. SFAS 133 was amended by SFAS 137, in July 1999, to delay its effective date. SFAS 133 is effective for the Corporation on January 1, 2001. SFAS 133 standardizes the accounting for derivative instruments by requiring the recognition of those items as assets or liabilities in the statement of financial position and measuring them at fair value. SFAS 133 requires that changes in a derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. The adoption of SFAS 133 is currently expected to have no effect on the financial position, liquidity or results of operations of the Corporation. As of September 30, 2000, the Corporation held no derivative financial instruments.
The Corporation paid a 5% stock dividend on January 21, 2000. All per share amounts included in this report have been adjusted for that stock dividend.
CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2000
NOTE B: LOANS AND NONPERFORMING ASSETS The following summarizes loans and nonperforming assets at the dates indicated (in thousands of dollars):
|
|
September 30, |
|
December 31, |
|
September 30, |
|
|
|
2000 |
|
1999 |
|
1999 |
|
|
Loans: |
|
|
|
|
|
|
|
Commercial |
$ 161,029 |
|
$ 157,721 |
|
$ 155,734 |
|
|
Real estate construction |
43,828 |
|
34,510 |
|
32,120 |
|
|
Real estate commercial |
133,717 |
|
120,990 |
|
117,455 |
|
|
Real estate residential |
483,034 |
|
457,018 |
|
455,967 |
|
|
Consumer |
245,704 |
|
238,778 |
|
243,800 |
|
|
Total Loans |
$1,067,312 |
|
$1,009,017 |
|
$1,005,076 |
|
|
|
|
|
|
|
|
|
|
Nonperforming assets: |
|
|
|
|
|
|
|
Nonaccrual loans |
$ 1,225 |
|
$ 1,937 |
|
$ 1,956 |
|
|
Loans 90 days or more past due and |
|
|
|
|
|
|
|
still accruing interest |
598 |
|
614 |
|
439 |
|
|
Restructured loans |
18 |
|
821 |
|
838 |
|
|
Total Nonperforming Loans |
1,841 |
|
3,372 |
|
3,233 |
|
|
Other real estate owned (1) |
433 |
|
436 |
|
589 |
|
|
Total Nonperforming Assets |
$ 2,274 |
$ 3,808 |
$ 3,822 |
|
(1) |
Other real estate owned includes properties acquired through foreclosure and by acceptance of a deed in lieu of foreclosure, and other property held for sale. |
CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2000
NOTE C: ALLOWANCE FOR LOAN LOSSES The following summarizes the changes in the allowance for loan losses (in thousands of dollars):
|
|
Nine Months Ended |
|
||
|
|
2000 |
|
1999 |
|
|
Allowance for Loan Losses |
|
|
|
|
|
Balance as of January 1 |
$ 18,190 |
|
$ 18,071 |
|
|
Provision for loan losses |
280 |
|
318 |
|
|
|
|
|
|
|
|
Gross loans charged-off |
(383 |
) |
(397 |
) |
|
Gross recoveries of loans previously charged-off |
174 |
|
173 |
|
|
Net loans charged-off |
(209 |
) |
(224 |
) |
|
|
|
|
|
|
|
Balance as of end of period |
$ 18,261 |
|
$ 18,165 |
|
NOTE D: ACQUISITIONS
On July 9, 1999, Chemical Bank Bay Area (Bay Area), a wholly owned bank subsidiary of the Corporation headquartered in Bay City, Michigan, acquired branch bank offices in Linwood and Standish, Michigan from National City Bank of Michigan/Illinois. The two branch bank offices had approximately $27 million of deposits as of that date. The transaction was accounted for by the purchase method of accounting. The amount of the purchase price assigned to core deposit intangibles was $2.4 million. Bay Area continues to operate the office acquired in Linwood, Michigan, while the banking operations of the office acquired in Standish were consolidated with Bay Area's existing branch bank office located at 220 South Main Street in Standish.
On March 24, 2000, Chemical Bank Central, a wholly owned bank subsidiary of the Corporation headquartered in Big Rapids, Michigan, acquired a branch bank office in Evart, Michigan from Old Kent Bank Michigan. The branch bank office had approximately $15 million of deposits as of that date. The transaction was accounted for by the purchase method of accounting. The amount of the purchase price assigned to core deposit intangibles was $915,000.
On March 24, 2000, Chemical Bank Key State, a wholly owned bank subsidiary of the Corporation headquartered in Owosso, Michigan, acquired a branch bank office in Morrice, Michigan from Old Kent Bank Michigan. The branch bank office had approximately $10 million of deposits as of that date. The transaction was accounted for by the purchase method of accounting. The amount of the purchase price assigned to core deposit intangibles was $772,000.
NOTE E: PENDING ACQUISITION AND SUBSIDIARY BANK CONSOLIDATION
On August 21, 2000, the Corporation signed a definitive agreement to merge with Shoreline Financial Corporation. Shoreline is a one-bank holding company headquartered in Benton Harbor, Michigan with total assets of approximately $1.1 billion. The merger is subject to approval by Shoreline and Chemical shareholders, approval by banking regulators, and other customary conditions. Shoreline shareholders will receive a total of approximately 7.4 million shares of Chemical common stock, using a fixed exchange ratio of 0.64 shares of Chemical common stock for each share of Shoreline common stock. The transaction will be accounted for as a pooling-of-interests. The merger is expected to be completed during the first quarter of 2001.
On October 6, 2000, the Corporation announced the consolidation of nine of its existing subsidiary banks into two subsidiary bank organizations: Chemical Bank and Trust Company, which will be headquartered in Midland, and Chemical Bank West, which will be headquartered in Cadillac. It is anticipated that Chemical Bank South will be merged into the Shoreline banking subsidiary, headquartered in Benton Harbor, upon the completion of the transaction with Shoreline Financial Corporation.
The Corporation anticipates approximately $10-12 million (pre-tax) of one-time charges related to the merger with Shoreline, and costs associated with the consolidation of its subsidiary banks, as discussed above.
|
ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following is management's discussion and analysis of certain significant factors that have affected the Corporation's financial condition and results of operations during the periods included in the consolidated financial statements included in this filing.
SUMMARY
The Corporation's net income was $7,217,000 in the third quarter of 2000, compared to net income of $6,931,000 during the third quarter of 1999. Earnings per share in the third quarter of 2000 were $.51, compared to earnings per share of $.49 in the third quarter of 1999.
The increase in net income during the third quarter of 2000, compared to the third quarter of 1999, was principally the result of increases in both net interest income and noninterest income. These factors were partially offset by an increase in operating expenses.
Return on average assets in the third quarter of 2000 was 1.46%, compared to 1.45% during the third quarter of 1999. Return on average equity for both the third quarter of 2000 and the third quarter of 1999 was 11.1%.
The Corporation's net income was $21,175,000 for the first nine months of 2000, compared to net income of $20,096,000 during the first nine months of 1999. Earnings per share for the first nine months of 2000 were $1.50, compared to earnings per share of $1.41 for the first nine months of 1999.
The increase in net income during the nine months ended September 30, 2000, as compared to the nine months ended September 30, 1999, was principally the result of increases in both net interest income and noninterest income and a slight decrease in the provision for loan losses. These factors were partially offset by increased operating expenses.
Return on average assets for the first nine months of 2000 was 1.46%, compared to a return on average assets of 1.43% for the first nine months of 1999. Return on average equity for the nine-month periods ended September 30, 2000 and September 30, 1999 was 11.0%.
Total assets were $1.98 billion as of September 30, 2000, up $87 million, or 4.6%, from total assets of $1.89 billion as of December 31, 1999, and up $67.5 million, or 3.5%, from total assets of $1.91 billion as of September 30, 1999.
Total loans increased $58.3 million, or 5.8%, from December 31, 1999, and increased $62.2 million, or 6.2%, from September 30, 1999 to $1.07 billion as of September 30, 2000. The Corporation experienced an increase in commercial, real estate mortgage
and consumer loans from
Shareholders' equity increased $12.9 million, or 5.2%, from September 30, 1999, to $260.5 million as of September 30, 2000, or $18.61 per share, representing 13.2% of total assets. The increase was primarily attributable to retained net income.
RESULTS OF OPERATIONS
Net Interest Income
The Corporation's net interest income in the third quarter of 2000 was $19.25 million, a $.41 million, or 2.2%, increase over the $18.84 million recorded in the third quarter of 1999. The increase in net interest income was due to a favorable change in the asset mix and an overall increase in interest-earning assets resulting primarily from the two branch acquisitions during the twelve months ended September 30, 2000.
Average loans increased $61.9 million, or 6.3%, while average interest-earning assets increased $56.1 million, or 3.2%, in the third quarter of 2000, compared to the third quarter of 1999. The net interest margin decreased to 4.27% in the third quarter of 2000 from 4.29% in the third quarter of 1999, as higher yields on loans and investment securities were offset by the increase in the cost of interest-bearing deposits.
Net interest income was $57.34 million for the nine months ended September 30, 2000, a $1.54 million, or 2.8%, increase over the $55.8 million recorded for the corresponding period in 1999. The net interest margin was 4.29% and 4.30% during the nine months ended September 30, 2000 and September 30,1999, respectively.
Noninterest Income
Noninterest income increased $444,000, or 11.3%, in the third quarter of 2000 compared to the third quarter of 1999. The increase was due to increases in trust services revenue, service charges on deposit accounts and other fees for customer services. Trust services revenue increased $83,000, or 8.9%, which was attributable to an increase in the market value of trust assets and new business. Service charges on deposit accounts increased $206,000, or 14%, primarily due to an increase in the fees assessed, while other charges and fees for customer services increased $154,000, or 12.7%. The increase in noninterest income was net of a decrease in gains realized on sales of residential mortgage loans in the secondary market of $51,000, which resulted from a significant decline in the refinancing activity of residential mortgage loans.
Noninterest income increased $892,000, or 7.5%, during the first nine months of 2000 compared to the first nine months of 1999. The increase was due to increases in trust services revenue, service charges on deposit accounts, and other fees for
customer services. The increase was net of decreases
Provision for Loan Losses
The provision for loan losses reflects management's judgment of changing economic conditions, as well as increases and other changes in the subsidiary banks' loan portfolios. It is management's policy to control loan quality through a carefully structured review of loan requests. The provision for loan losses was $140,000 in the third quarter and $280,000 in the first nine months of 2000, compared to $143,000 in the third quarter and $318,000 in the first nine months of 1999. Net loan losses were $104,000 in the third quarter and $209,000 in the first nine months of 2000, compared to $112,000 in the third quarter and $224,000 in the first nine months of 1999. In assessing the adequacy of the allowance for loan losses (the Allowance), management believes that its historical experience confirms, in principle, its judgment in what is essentially a subjective decision. Based upon historical experience and a constant and consistent evaluation of risks in the loan portfolios, management believes that the Allowance is adequate.
Operating Expenses
The Corporation continued its cost control measures. Total operating expenses increased $468,000, or 3.8%, in the third quarter and $1,067,000, or 2.9%, in the first nine months of 2000 compared to the corresponding periods in 1999. Approximately one-third of the increase in operating expenses during the third quarter of 2000 was attributable to the two branch acquisitions during the twelve months ended September 30, 2000. Approximately one-half of the increase in operating expenses during the first nine months of 2000 was attributable to the four branch acquisitions since June 30, 1999. Salaries, wages and employee benefits increased $75,000, or 1%, in the third quarter and $544,000, or 2.4%, in the first nine months of 2000 compared to the corresponding periods in 1999. Occupancy and equipment expense, combined, increased $8,000, or .4%, in the third quarter and $85,000, or 1.3%, in the first nine months of 2000 compared to the corresponding periods in 1999. Other operating expenses increased $385,000, or 15.1%, during the third quarter and $438,000, or 5.1%, in the first nine months of 2000 compared to the corresponding periods in 1999.
Income Tax Expense
The Corporation's effective federal income tax rate was 32.8% and 32.6%, respectively, during the three and nine months ended September 30, 2000 compared to 33.1% and 33%, respectively, during the three and nine months ended September 30, 1999. The
Corporation is subject to the federal statutory income tax rate of 35%. The difference between the federal statutory income tax rate and the Corporation's effective federal income tax rate primarily is a function of the proportion of the Corporation's
interest income exempt from federal taxation, nondeductible interest expense and other
BALANCE SHEET CHANGES
Asset and Deposit Changes
Total assets increased $87 million, or 4.6%, from December 31, 1999 and increased $67.5 million, or 3.5%, from September 30, 1999 to $1.977 billion as of September 30, 2000. Total deposits increased $56.4 million, or 3.6%, from December 31, 1999 and increased $62.7 million, or 4%, from September 30, 1999 to $1.618 billion as of September 30, 2000.
Loans
The Corporation's philosophy is such that it will neither compromise on loan quality nor make loans outside its banking markets to increase its loan portfolio. The Corporation does not purchase participation loans, which is a method utilized by many financial institutions to increase the size of their loan portfolios.
Total loans as of September 30, 2000 were $1.067 billion, compared to $1.005 billion as of September 30, 1999 and $1.009 billion as of December 31, 1999.
Commercial loans increased $3.3 million, or 2.1%, from December 31, 1999, and increased $5.3 million, or 3.4%, from September 30, 1999 to $161 million as of September 30, 2000. The growth in commercial loans during the twelve months ended September 30, 2000 was achieved through an increased sales effort by the Corporation to increase commercial loans. Commercial loans represented 15.1%, 15.6% and 15.5% of the Corporation's loan portfolio as of September 30, 2000, December 31, 1999 and September 30, 1999, respectively.
Real estate construction loans increased $9.3 million, or 27%, from December 31, 1999 and $11.7 million, or 36.5%, from September 30, 1999 to $43.8 million as of September 30, 2000. Real estate construction loans represented 4.1%, 3.4% and 3.2% of the Corporation's loan portfolio as of September 30, 2000, December 31, 1999 and September 30, 1999, respectively. Commercial real estate loans increased $12.7 million, or 10.5%, from December 31, 1999 and $16.2 million, or 13.8%, from September 30, 1999 to $133.7 million as of September 30, 2000. Commercial real estate loans represented 12.5%, 12%, and 11.7% of the Corporation's loan portfolio as of September 30, 2000, December 31, 1999 and September 30, 1999, respectively. Residential real estate loans increased $26 million, or 5.7%, from December 31, 1999 and $27.1 million, or 5.9%, from September 30, 1999 to $483 million as of September 30, 2000. Residential real estate loans represented 45.3%, 45.3% and 45.4% of the Corporation's loan portfolio as of September 30, 2000, December 31, 1999 and September 30, 1999, respectively.
Consumer loans increased $6.9 million, or 2.9%, from December 31, 1999, and increased $1.9
The Corporation's total loan to deposit ratio as of September 30, 2000, December 31, 1999 and September 30, 1999 was 66%, 64.6% and 64.6%, respectively. Net loan losses during the three and nine months ended September 30, 2000 were $104,000 and $209,000, respectively, compared to $112,000 and $224,000, respectively, during the three and nine months ended September 30, 1999.
Nonperforming loans consist of loans which are past due for principal or interest payments by 90 days or more and are still accruing interest, loans for which the accrual of interest has been discontinued, and other loans which have been restructured to less than market terms due to a serious weakening of the borrower's financial condition. Nonperforming loans were $1.8 million as of September 30, 2000, $3.4 million as of December 31, 1999 and $3.2 million as of September 30, 1999, and represented .17%, .33% and .32% of total loans, respectively.
A loan is considered impaired when management determines it is probable that all the principal and interest due under the contractual terms of the loan will not be collected. In most instances, the impairment is measured based on the fair market value of the underlying collateral. Impairment may also be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate. A portion of the allowance for loan losses may be allocated to impaired loans.
The Corporation measures impairment on all large balance nonaccrual commercial and commercial real estate loans. The Corporation had no impaired loans as of September 30, 2000. Impaired loans totaled $445,000 as of December 31, 1999 and $441,000 as of September 30, 1999. No impairment valuation allowance was deemed required on the impaired loans. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Loans collectively evaluated for impairment include certain smaller balance commercial loans, consumer loans, and residential real estate loans.
The allowance for loan losses at September 30, 2000 was $18,261,000 and represented 1.71% of total loans, compared to $18,190,000, or 1.80% of total loans, at December 31, 1999 and $18,165,000, or 1.81% of total loans, at September 30, 1999.
Liquidity
The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customers' loan demands and deposit withdrawals and to capitalize on opportunities for business expansion. The banking subsidiaries'
primary liquidity sources consist of investment securities, those maturing within one year and those classified as available for sale,
Capital Resources
As of September 30, 2000, shareholders' equity was $260.5 million, compared to $249.6 million as of December 31, 1999 and $247.6 million as of September 30, 1999, resulting in an increase of $10.9 million, or 4.4%, from December 31, 1999 and $12.9 million, or 5.2%, from September 30, 1999. Shareholders' equity as a percentage of total assets was 13.2% as of both September 30, 2000 and December 31, 1999 and 13.0% as of September 30, 1999.
A statement of changes in shareholders' equity covering the nine-month periods ended September 30, 2000 and September 30, 1999 follows (in thousands of dollars):
|
|
Nine Months Ended |
|
||
|
|
2000 |
|
1999 |
|
|
Total shareholders' equity as of January 1 |
$ 249,581 |
|
$ 241,839 |
|
|
Comprehensive income: |
|
|
|
|
|
Net income |
21,175 |
|
20,096 |
|
|
Change in unrealized net gains (losses) on securities |
|
|
|
|
|
available for sale |
1,762 |
|
(3,574 |
) |
|
Total comprehensive income |
22,937 |
|
16,522 |
|
|
Cash dividends paid |
(9,261 |
) |
(8,494 |
) |
|
Shares issued upon exercise of employee stock options |
170 |
|
235 |
|
|
Shares issued from director stock purchase plan |
282 |
|
299 |
|
|
Repurchases of shares |
(3,264 |
) |
(2,850 |
) |
|
Total shareholders' equity as of end of period |
$ 260,445 |
|
$ 247,551 |
|
The following table represents the Corporation's regulatory capital ratios as of September 30, 2000:
|
|
|
|
Tier 1 |
|
Total |
|
|
|
|
|
|
|
|
|
|
Chemical Financial Corporation-actual ratio |
13.1 |
% |
25.4 |
% |
26.7 |
% |
|
|
|
|
|
|
|
|
|
Regulatory minimum ratio |
3.0 |
|
4.0 |
|
8.0 |
|
|
|
|
|
|
|
|
|
|
Ratio considered "well capitalized" by |
|
|
|
|
|
|
The Corporation's Tier 1 and Total capital ratios under the risk-based capital measure at September 30, 2000 are high due to the Corporation holding $252 million in investment securities and other assets which are assigned a 0% risk rating, $608 million in assets, primarily investment securities, which are assigned a 20% risk rating and $531 million in residential real estate mortgages and other assets which are assigned a 50% risk rating. These three risk ratings (0%, 20% and 50%) represent 68% of the Corporation's total risk-based assets (including off-balance sheet items) as of September 30, 2000.
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT |
The information concerning quantitative and qualitative disclosures about market risk contained under the caption "Liquidity and Interest Sensitivity" on pages 42 through 45 (inclusive) of the Corporation's Annual Report to Shareholders for the year ended December 31, 1999 is here incorporated by reference. Such Annual Report was previously filed as Exhibit 13 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1999.
The Corporation does not believe that there has been a material change in the nature or categories of the Corporation's primary market risk exposures, or the particular markets that present the primary risk of loss to the Corporation. As of the date of this report, the Corporation does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term. The methods by which the Corporation manages its primary market risk exposures, as described in the sections of its Annual Report to Shareholders incorporated by reference in response to this item, have not changed materially during the current year. As of the date of this report, the Corporation does not expect to make material changes in those methods in the near term. The Corporation may change those methods in the future to adapt to changes in circumstances or to implement new techniques.
The Corporation's market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships are primarily determined by market factors which are beyond the Corporation's control. All information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned "Forward-Looking Statements" in this report for a discussion of the limitations on the Corporation's responsibility for such statements. In this discussion, "near term" means a period of one year following the date of the most recent statement of financial position contained in this report.
PART II. OTHER INFORMATION
|
ITEM 6. |
EXHIBITS AND REPORTS ON FORM 8-K |
|
(a) |
Exhibits. The following documents are filed as exhibits to this report on Form 10-Q: |
||
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
|
|
|
|
|
3.1 |
|
Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. Here incorporated by reference. |
|
|
|
|
|
|
|
3.2 |
|
Bylaws. Previously filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. Here incorporated by reference. |
|
|
|
|
|
|
|
27 |
|
Financial Data Schedule. |
|
|
|
|
|
|
(b) |
Reports on Form 8-K. During the three-month period ended September 30, 2000, one report on Form 8-K was filed by the Registrant under Item 5, Other Events. A report, dated and filed August 22, 2000, announced an agreement to acquire Shoreline Financial Corporation. In addition, a report was filed shortly after the end of the period covered by this report, dated and filed October 6, 2000, which announced the Registrants' intention to consolidate nine of its subsidiary banks into two subsidiary banking organizations. |
||
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 thereunto duly authorized.
|
|
CHEMICAL FINANCIAL CORPORATION |
|
|
|
|
Date: November 9, 2000 |
By/s/Aloysius J. Oliver Aloysius J. Oliver Chief Executive Officer and President (Principal Executive Officer) |
|
|
|
|
Date: November 9, 2000 |
By/s/Lori A. Gwizdala Lori A. Gwizdala Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
EXHIBIT INDEX
|
Exhibit |
|
|
|
|
|
3.1 |
Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. Here incorporated by reference. |
|
|
|
|
3.2 |
Bylaws. Previously filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. Here incorporated by reference. |
|
|
|
|
27 |
Financial Data Schedule. |
|
|