CHEMICAL FINANCIAL CORP
10-Q, 2000-05-12
STATE COMMERCIAL BANKS
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(MARK ONE)
 
  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
    SECURITIES EXCHANGE ACT OF 1934  
    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000, OR  
       
  [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
    SECURITIES EXCHANGE ACT OF 1934  
    FOR THE TRANSITION PERIOD FROM ____________ TO ____________  


Commission File Number: 0-8185


CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Michigan
 
38-2022454
 
(State or Other Jurisdiction
 
(I.R.S. Employer
 
of Incorporation or Organization)
 
Identification No.)
 
       
333 East Main Street
     
Midland, Michigan
 
48640
 
(Address of Principal Executive Offices)
 
(Zip Code)
 

(517) 839-5350
(Registrant's Telephone Number, Including Area Code)



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 April 21, 2000, was 14,028,250 shares.




INDEX

CHEMICAL FINANCIAL CORPORATION
FORM 10-Q



 
Page
   
FORWARD-LOOKING STATEMENTS
3
       
PART I.   FINANCIAL INFORMATION  
       
Item 1. Financial Statements (unaudited, except Consolidated  
     Statement of Financial Position as of December 31, 1999)  
       
  Consolidated Statement of Income for the Three Months Ended  
     March 31, 2000 and March 31, 1999
4
       
  Consolidated Statement of Financial Position as of March 31, 2000,  
     December 31, 1999 and March 31, 1999
5
       
  Consolidated Statement of Cash Flows for the Three Months Ended  
     March 31, 2000 and March 31, 1999
6
       
  Notes to Consolidated Financial Statements
7-12
       
Item 2. Management's Discussion and Analysis of Financial Condition and  
    Results of Operations
13-18
       
Item 3. Quantitative and Qualitative Disclosures About Market Risk
19
       
PART II.   OTHER INFORMATION  
       
Item 6. Exhibits and Reports on Form 8-K
20
       
       
SIGNATURES
21






2


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.















3


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Income (Unaudited)


 
Three Months Ended
 
 
March 31
 
 
2000
 
1999
 
 
(In thousands, except
per share amount)
 
INTEREST INCOME        
Interest and fees on loans
$ 19,792
 
$ 18,132
 
Interest on investment securities:        
  Taxable
9,599
 
10,350
 
  Tax-exempt
465
 
497
 
          Total interest on securities
10,064
 
10,847
 
Interest on federal funds sold
1,331
 
1,011
 
Interest on deposits with unaffiliated banks
68
 
33
 
          TOTAL INTEREST INCOME
31,255
 
30,023
 
INTEREST EXPENSE        
Interest on deposits
11,982
 
11,259
 
Interest on short-term borrowings
517
 
398
 
Interest on long-term debt
3
 
115
 
          TOTAL INTEREST EXPENSE
12,502
 
11,772
 
          NET INTEREST INCOME
18,753
 
18,251
 
Provision for loan losses
66
 
175
 
          NET INTEREST INCOME after provision for        
          loan losses
18,687
 
18,076
 
NONINTEREST INCOME        
Trust services revenue
983
 
888
 
Service charges on deposit accounts
1,525
 
1,328
 
Other charges and fees for customer services
1,304
 
1,225
 
Gains on sales of loans
50
 
245
 
Investment securities gains
61
     
Other
140
 
421
 
          TOTAL NONINTEREST INCOME
4,063
 
4,107
 
OPERATING EXPENSES        
Salaries, wages and employee benefits
7,691
 
7,466
 
Occupancy
1,203
 
1,220
 
Equipment
969
 
879
 
Other
2,919
 
2,963
 
          TOTAL OPERATING EXPENSES
12,782
 
12,528
 
          INCOME BEFORE INCOME TAXES
9,968
 
9,655
 
Federal income taxes
3,172
 
3,184
 
          NET INCOME
$  6,796
 
$  6,471
 
         
NET INCOME PER SHARE        
Basic
$     .48
 
$     .46
 
Diluted
$     .48
 
$     .45
 
         
CASH DIVIDENDS PER SHARE
$     .22
 
$     .20
 

See accompanying notes to consolidated financial statements.

4


CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Financial Position



 
March 31,
 
December 31,
 
March 31,
 
 
2000
 
1999
 
1999
 
 
(Unaudited)
     
(Unaudited)
 
     
(in thousands)
     
ASSETS            
Cash and demand deposits due from banks
$     71,833
 
$     98,827
 
$     81,648
 
Federal funds sold
105,420
 
73,960
 
83,120
 
Interest bearing deposits with unaffiliated banks
27
 
11
     
Investment securities:            
   Available for sale (at estimated market value)
478,853
 
428,040
 
496,892
 
   Held to maturity (estimated market value-$246,924 at    3/31/00, $241,775 at 12/31/99, $291,815 at 3/31/99)
249,091
 
243,413
 
289,446
 
               Total investment securities
727,944
 
671,453
 
786,338
 
Loans:            
   Commercial and agricultural
152,591
 
157,721
 
145,210
 
   Real estate construction
30,229
 
34,510
 
31,211
 
   Real estate commercial
124,187
 
120,990
 
98,059
 
   Real estate residential
463,031
 
457,018
 
438,058
 
   Consumer
236,882
 
238,778
 
206,119
 
               Total loans
1,006,920
 
1,009,017
 
918,657
 
   Less: Allowance for loan losses
18,209
 
18,190
 
18,217
 
               Net loans
988,711
 
990,827
 
900,440
 
Premises and equipment
22,057
 
21,570
 
19,890
 
Accrued income
15,945
 
14,935
 
15,158
 
Other assets
20,627
 
18,793
 
14,119
 
               TOTAL ASSETS
$ 1,952,564
 
$ 1,890,376
 
$ 1,900,713
 
             
LIABILITIES AND SHAREHOLDERS' EQUITY            
Deposits:            
   Noninterest-bearing
$    268,259
 
$    258,061
 
$    242,635
 
   Interest-bearing
1,361,399
 
1,303,641
 
1,336,225
 
               Total deposits
1,629,658
 
1,561,702
 
1,578,860
 
Short-term borrowings:            
   Treasury tax and loan notes payable to the U.S. Treasury
2,658
 
11,832
 
7,772
 
   Securities sold under agreements to repurchase
47,449
 
50,061
 
41,880
 
               Total short-term borrowings
50,107
 
61,893
 
49,652
 
Interest payable and other liabilities
20,934
 
17,000
 
20,620
 
Long-term debt
200
 
200
 
8,000
 
               Total liabilities
1,700,899
 
1,640,795
 
1,657,132
 
Shareholders' equity:            
   Common stock, $1 par value:            
      Authorized - 18,000,000 shares             
      Issued - 14,068,772 shares, 13,423,700 shares,            
           and 13,485,026 shares, respectively
14,069
 
13,424
 
13,485
 
Surplus
198,383
 
180,864
 
183,762
 
Retained earnings
41,818
 
57,286
 
44,527
 
Accumulated other comprehensive income
(2,605
)
(1,993
)
1,807
 
               Total shareholders' equity
251,665
 
249,581
 
243,581
 
               TOTAL LIABILITIES AND            
               SHAREHOLDERS' EQUITY
$ 1,952,564
 
$ 1,890,376
 
$ 1,900,713
 



See accompanying notes to consolidated financial statements.

5


CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)

 
Three Months Ended
 
 
March 31
 
 
2000
 
1999
 
 
(In thousands)
 
         
CASH FLOWS FROM OPERATING ACTIVITIES:        
   Net income
$     6,796
 
$     6,471
 
   Adjustments to reconcile net income to net cash provided by        
      operating activities:        
          Provision for loan losses
66
 
175
 
          Gains on sales of loans
(50
)
(245
)
          Investment securities gains
(61
)    
          Provision for depreciation and amortization
965
 
925
 
          Gain on sale of branch office land    
(236
)
          Net amortization of investment securities
212
 
174
 
          Net increase in accrued income and other assets
(855
)
(2,867
)
          Net increase in interest payable and other liabilities
4,145
 
5,588
 
               Net Cash Provided by Operating Activities
11,218
 
9,985
 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
   Cash and cash equivalents assumed in acquisition of branch offices
22,802
     
   Net (increase) decrease in interest-bearing deposits with unaffiliated banks
(16
)
5,000
 
   Proceeds from maturities of securities available for sale
64,541
 
108,134
 
   Proceeds from sales of securities available for sale
20,714
     
   Purchases of securities available for sale
(131,504
)
(117,995
)
   Proceeds from maturities of securities held to maturity
31,949
 
4,520
 
   Purchases of securities held to maturity
(43,285
)
(53,286
)
   Proceeds from sales of loans
2,915
 
16,733
 
   Net loan originations, excluding sales
(1,008
)
(37,076
)
   Proceeds from sale of branch office land    
276
 
   Purchases of premises and equipment
(830
)
(444
)
               Net Cash Used in Investing Activities
(33,722
)
(74,138
)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
   Net increase (decrease) in demand deposits, NOW accounts and        
      savings accounts
18,138
 
(15,331
)
   Net increase in certificates of deposit and other time deposits
24,933 
 
39,920
 
   Net decrease in short-term borrowings
(11,786
)
(3,598
)
   Cash dividends paid
(3,098
)
(2,835
)
   Proceeds from stock purchase plan
67
 
65
 
   Proceeds from exercise of stock options
154
 
64
 
   Repurchases of common stock
(1,438
)
(997
)
               Net Cash Provided by Financing Activities
26,970
 
17,288
 
         
               Net Increase (Decrease) in Cash and        
                  Cash Equivalents
4,466
 
(46,865
)
               Cash and cash equivalents at beginning of year
172,787
 
211,633
 
               Cash and Cash Equivalents at End of Period
$  177,253
 
$  164,768
 
         
 
 
 
 
 
Supplemental disclosures of cash flow information:        
   Interest paid on deposits, short-term borrowings and long-term debt
$    12,144
 
$    11,585
 
   Federal income taxes paid    
235
 

See accompanying notes to consolidated financial statements.

6


CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 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 months ended March 31, 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.












7


CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 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:


 
Three Months Ended
 
 
March 31
 
 
2000
 
1999
 
 
(In thousands)
 
Numerator for both basic and        
  diluted earnings per share, net income
$   6,796
 
$   6,471
 
         
Denominator for basic earnings per share,        
  average outstanding common shares
14,088
 
14,175
 
         
Potential dilutive shares resulting from        
  employee stock option plans
67
 
130
 
Denominator for diluted earnings per share
14,155
 
14,305
 

















8


CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2000



Comprehensive Income

The components of comprehensive income, net of related tax, for the three-month periods ended March 31, 2000 and 1999 are as follows (in thousands of dollars):
 
Three Months Ended
 
 
March 31
 
 
2000
 
1999
 
Net income
$  6,796
 
$  6,471
 
Change in unrealized net losses         
   on investment securities         
   available for sale
(612
)
(1,260
)
Comprehensive income
$  6,184
 
$  5,211
 

The components of accumulated other comprehensive income (loss), net of related tax, at March 31, 2000, December 31, 1999 and March 31, 1999 are as follows (in thousands of dollars):


 
March 31,
 
December 31,
 
March 31,
 
 
2000
 
1999
 
1999
 
             
Unrealized net gains (losses) on investment            
   securities available for sale
$ (2,605
)
$ (1,993
)
$ 1,807
 
Accumulated other comprehensive income (loss)
$ (2,605
)
$ (1,993
)
$ 1,807
 













9


CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 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 (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 March 31, 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 this stock dividend.



10


CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2000

NOTE B: LOANS AND NONPERFORMING ASSETS The following summarizes loans and nonperforming assets at the dates indicated (in thousands of dollars):
 
March 31,
 
December 31,
 
March 31,
 
 
2000
 
1999
 
1999
 
Loans:            
   Commercial
$  152,591
 
$  157,721
 
$  145,210
 
   Real estate construction
30,229
 
34,510
 
31,211
 
   Real estate commercial
124,187
 
120,990
 
98,059
 
   Real estate residential
463,031
 
457,018
 
438,058
 
   Consumer
236,882
 
238,778
 
206,119
 
   Total Loans
$1,006,920
 
$1,009,017
 
$  918,657
 
             
Nonperforming assets:            
   Nonaccrual loans
$    1,612
 
$    1,937
 
$    1,670
 
   Loans 90 days or more past due and            
     still accruing interest
572
 
614
 
441
 
   Restructured loans
23
 
821
 
835
 
   Total nonperforming loans
2,207
 
3,372
 
2,946
 
   Other real estate owned (1)
425
 
436
 
394
 
   Total nonperforming assets
$    2,632
 
$    3,808
 
$    3,340
 

(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. 

NOTE C: ALLOWANCE FOR LOAN LOSSES    The following summarizes the changes in the allowance for loan losses (in thousands of dollars):
 
Three Months Ended
 
 
March 31
 
 
2000
 
1999
 
Allowance for Loan Losses        
Balance as of January 1
$   18,190
 
$   18,071
 
Provision for loan losses
66
 
175
 
         
Gross loans charged-off
(105
)
(84
)
Gross recoveries of loans previously charged-off
58
 
55
 
Net loans charged-off 
(47
)
(29
)
         
Balance at March 31
$   18,209
 
$   18,217
 



11


CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2000

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.













12


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 $6,796,000 in the first quarter of 2000, compared to net income of $6,471,000 during the first quarter of 1999. Earnings per share in the first quarter of 2000 were $.48, compared to earnings per share of $.45 in the first quarter of 1999.

The increase in net income during the first quarter of 2000, compared to the first quarter of 1999, was principally the result of an increase in net interest income and a decrease in the provision for loan losses. These factors were partially offset by a minimal decrease in noninterest income and a modest increase in operating expenses.

Return on average assets in the first quarter of 2000 was 1.43%, compared to 1.40% during the first quarter of 1999. Return on average equity for the first quarter of 2000 and the first quarter of 1999 was 10.8% and 10.9%, respectively.

Total assets were $1.953 billion as of March 31, 2000, up $62 million, or 3.3%, from total assets of $1.89 billion as of December 31, 1999, and up $52 million, or 2.7%, from total assets of $1.901 billion as of March 31, 1999.

Total loans decreased $2 million, or .2%, from December 31, 1999, and increased $88 million, or 9.6%, from March 31, 1999 to $1.007 billion as of March 31, 2000. The Corporation experienced an increase in real estate mortgage loans and a decrease in commercial and consumer loans from December 31, 1999 to March 31, 2000. The Corporation experienced an increase from March 31, 1999 to March 31, 2000 in commercial, real estate mortgage and consumer loans.

Shareholders' equity increased $8.1 million, or 3.3%, from March 31, 1999, to $251.7 million as of March 31, 2000, or $17.89 per share, representing 12.9% of total assets. The increase was primarily attributable to retained net income.

RESULTS OF OPERATIONS

Net Interest Income

The increase in net interest income was due to a favorable change in the asset mix and an overall increase in interest-earning assets in the first quarter of 2000, compared to the first quarter of 1999.



13


Average loans increased $98.6 million, or 10.9%, while average interest-earning assets increased $46 million, or 2.6%, in the first quarter of 2000, compared to the first quarter of 1999. Higher yields on loans and investment securities were offset by an increase in the cost of interest-bearing deposits, resulting in a slight decrease in the net interest margin to 4.27% in the first quarter of 2000 from 4.29% in the first quarter of 1999.

Noninterest Income

Noninterest income decreased $44,000, or 1.1%, in the first quarter of 2000 compared to the first quarter of 1999. The decrease was attributable to noninterest income in the first quarter of 1999 including a nonrecurring $236,000 gain on the sale of land owned by the Corporation's lead subsidiary bank, Chemical Bank and Trust Company. In addition, gains realized on the sales of residential mortgage loans in the secondary market were $195,000 lower in the first quarter of 2000, which resulted from the significant decline in the refinancing activity of residential mortgage loans. These reductions were partially offset by increases in trust services revenue, service charges on deposit accounts, other fees for customer services and investment securities gains. Trust services revenue increased $95,000, or 10.7%, from increased fees resulting from an increase in the market value of trust assets and new business. Service charges on deposit accounts increased $197,000, or 14.8%, in the first quarter of 2000 compared to the first quarter of 1999, primarily due to an increase in the fees assessed. Other charges and fees for customer services increased $79,000, or 6.4%, in the first quarter of 2000 compared to the first quarter of 1999.

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 $66,000 in the first quarter of 2000 and $175,000 in the first quarter of 1999. Net loan losses were $47,000 in the first quarter of 2000 and $29,000 in the first quarter 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 $254,000, or 2%, in the first quarter of 2000 compared to the first quarter of 1999. Salaries, wages and employee benefits increased $225,000, or 3%, in the first quarter of 2000 compared to the first quarter of 1999. Occupancy and equipment expense, combined, increased $73,000, or 3.5%, in the first quarter of 2000 compared to the first quarter of 1999. Other operating expenses decreased



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$44,000, or 1.5%, during the first quarter of 2000 compared to the first quarter of 1999.

Income Tax Expense

The Corporation's effective federal income tax rate was 31.8%, during the three months ended March 31, 2000 compared to 33% during the three months ended March 31, 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 nondeductible expenses.

BALANCE SHEET CHANGES

Asset and Deposit Changes

Total assets increased $62 million, or 3.3%, from December 31, 1999 and increased $52 million, or 2.7%, from March 31, 1999 to $1.95 billion as of March 31, 2000. Total deposits increased $68 million, or 4.4%, from December 31, 1999 and increased $51 million, or 3.2%, from March 31, 1999 to $1.63 billion as of March 31, 2000. The growth in total assets and deposits during the twelve months ended March 31, 2000 resulted primarily from the acquisition of four branch banking offices.

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 March 31, 2000 were $1.007 billion, compared to $919 million as of March 31, 1999 and $1.009 billion as of December 31, 1999.

Commercial loans increased $7.4 million, or 5.1%, from March 31, 1999, and decreased $5.1 million, or 3.3%, from December 31, 1999 to $152.6 million as of March 31, 2000. The growth in commercial loans during the twelve months ended March 31, 2000 was achieved through an increased sales effort by the Corporation to increase commercial loans. The decline in commercial loans during the three months ended March 31, 2000 was the result of the payoff of one large commercial loan. Commercial loans represented 15.2%, 15.6% and 15.8% of the Corporation's loan portfolio as of March 31, 2000, December 31, 1999 and March 31, 1999, respectively.

Real estate construction loans decreased $4.3 million, or 12.4%, from December 31, 1999 and $1 million, or 3.1%, from March 31, 1999 to $30.2 million as of March 31, 2000. Real estate construction loans represented 3%, 3.4% and 3.4% of the Corporation's loan portfolio as of March



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31, 2000, December 31, 1999 and March 31, 1999, respectively. Commercial real estate loans increased $3.2 million, or 2.6%, from December 31, 1999 and $26.1 million, or 26.6%, from March 31, 1999 to $124.2 million as of March 31, 2000. Commercial real estate loans represented 12.3%, 12%, and 10.7% of the Corporation's loan portfolio as of March 31, 2000, December 31, 1999 and March 31, 1999, respectively. Residential real estate loans increased $6 million, or 1.3%, from December 31, 1999 and $25 million, or 5.7%, from March 31, 1999 to $463 million as of March 31, 2000. Residential real estate loans represented 46%, 45.3% and 47.7% of the Corporation's loan portfolio as of March 31, 2000, December 31, 1999 and March 31, 1999, respectively.

Consumer loans decreased $1.9 million, or .8%, from December 31, 1999, and increased $30.8 million, or 14.9%, from March 31, 1999 to $236.9 million as of March 31, 2000. The increase from March 31, 1999 was the result of the Corporation's 1999 consumer loan promotion. This consumer loan promotion offered loans with an annual percentage rate of 6.90% and a maximum term of 60 months. Consumer loans represented 23.5%, 23.7% and 22.4% of total loans as of March 31, 2000, December 31, 1999 and March 31, 1999, respectively.

The Corporation's total loan to deposit ratio as of March 31, 2000, December 31, 1999 and March 31, 1999 was 61.8%, 64.6% and 58.2%, respectively. Net loan losses during the three months ended March 31, 2000 were $47,000, compared to $29,000 during the three months ended March 31, 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 $2.2 million as of March 31, 2000, $3.4 million as of December 31, 1999 and $2.9 million as of March 31, 1999, and represented .22%, .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 March 31, 2000 and March 31, 1999. Impaired loans totaled $445,000 as of December 31, 1999. No impairment valuation allowance was deemed required on the impaired loan as of that date. 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.



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The allowance for loan losses at March 31, 2000 was $18,209,000 and represented 1.81% of total loans, compared to $18,190,000, or 1.80% of total loans, at December 31, 1999 and $18,217,000, or 1.98% of total loans, at March 31, 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, maturing loans and federal funds sold.

Capital Resources

As of March 31, 2000, shareholders' equity was $251.7 million, compared to $249.6 million as of December 31, 1999 and $243.6 million as of March 31, 1999, resulting in an increase of $2.1 million, or .8%, from December 31, 1999 and $8.1 million, or 3.3%, from March 31, 1999. Shareholders' equity as a percentage of total assets was 12.9% as of March 31, 2000, 13.2% as of December 31, 1999 and 12.8% as of March 31, 1999.

A statement of changes in shareholders' equity covering the three-month periods ended March 31, 2000 and March 31, 1999 follows (in thousands of dollars):
 
Three Months Ended
 
 
March 31
 
 
2000
 
1999
 
Total shareholders' equity as of January 1
$   249,581
 
$   241,839
 
   Comprehensive income:        
      Net income
6,796
 
6,471
 
      Change in unrealized net losses on securities         
         available for sale 
(612
)
(1,260
)
   Total comprehensive income
6,184
 
5,211
 
   Cash dividends paid 
(3,098
)
(2,835
)
   Shares issued upon exercise of employee stock options
154
 
64
 
   Shares issued from director stock purchase plan
282
 
299
 
   Repurchases of shares
(1,438
)
(997
)
Total shareholders' equity as of end of period
$   251,665
 
$   243,581
 





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The following table represents the Corporation's regulatory capital ratios as of March 31, 2000:

     
Tier 1
 
Total
 
      Risk-Based   Risk-Based  
 
Leverage
 
Capital
 
Capital
 
             
Chemical Financial Corporation-actual ratio
12.9
%
26.1
%
27.4
%
Regulatory minimum ratio
3.0
 
4.0
 
8.0
 
Ratio considered "well capitalized" by            
   regulatory agencies
5.0
 
6.0
 
10.0
 

The Corporation's Tier 1 and Total capital ratios under the risk-based capital measure at March 31, 2000 are high due to the Corporation holding $308 million in investment securities and other assets which are assigned a 0% risk rating, $593 million in assets, primarily investment securities, which are assigned a 20% risk rating and $499 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 70% of the Corporation's total risk-based assets (including off-balance sheet items) as of March 31, 2000.















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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.









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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
Number
Document
     
  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. No reports on Form 8-K were filed during the quarter covered by this report on Form 10-Q.















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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:    May 11, 2000 By /s/ Aloysius J. Oliver
   Aloysius J. Oliver
   Chief Executive Officer and President
   (Principal Executive Officer)
   
   
   
Date:    May 11, 2000 By /s/ Lori A. Gwizdala
   Lori A. Gwizdala
   Senior Vice President, Chief Financial
     Officer and Treasurer
   (Principal Financial and Accounting
     Officer)














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EXHIBIT INDEX



Exhibit
Number
 
 
Document
     
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.







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