EXHIBIT No. 99.1
Financial Statements
With Report of Independent Registered Public Accounting Firm
Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors
December 31, 2005
Report of Independent Registered Public Accounting Firm
Plan Administrator
Chemical Financial Corporation
2001 Stock Purchase Plan for Subsidiary and Community Bank Directors
We have audited the accompanying statements of financial condition of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors as of December 31, 2005 and December 31, 2004, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Plan's Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included considerations of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Plan Administrator, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors at December 31, 2005 and December 31, 2004, and the results of its operations and changes in its plan equity for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.
Detroit, Michigan
March 6, 2006
Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors
Statements of Financial Condition
| |
| December 31
2005
| | December 31
2004
|
Assets | | | | | |
Cash | $ | 867 | | $ | 884 |
Common stock receivable of Chemical | | | | | |
Financial Corporation, at market value - (7,861 shares
at a cost of $254,942 at December 31, 2005 and 6,579
shares at a cost of $231,308 at December 31, 2004) |
|
249,665
| |
|
267,239
|
Total Assets | $
| 250,532
| | $
| 268,123
|
| | | | | | |
Plan Equity | | | | | |
Plan equity (50 participants at December 31, 2005 and
51 participants at December 31, 2004) |
$
|
250,532
| |
$
|
268,123
|
See accompanying notes.
Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors
Statements of Income and Changes in Plan Equity
Additions
| Year Ended
December 31
2005
| | Year Ended
December 31
2004
| | Year Ended
December 31
2003
|
| | | | | | | | | |
Participant contributions | $ | 249,525 | | $ | 227,925 | | $ | 214,900 |
Dividend equivalents and | | | | | | | | |
fractional share interests |
| 5,400
| |
| 3,564
| |
| 4,560
|
| | | 254,925 | | | 231,489 | | | 219,460 |
| | | | | | | | | |
Deductions | | | | | | | | |
Plan distributions |
| 267,381
| |
| 255,431
| |
| 202,601
|
| | | (12,456 | ) | | (23,942 | ) | | 16,859 |
Net unrealized appreciation (depreciation) | | | | | | | | |
in fair value of common stock receivable |
| (5,135
| ) |
| 36,012
| |
| 35,794
|
Net increase (decrease) | | (17,591 | ) | | 12,070 | | | 52,653 |
Plan equity at beginning of period |
| 268,123
| |
| 256,053
| |
| 203,400
|
Plan equity at end of period | $
| 250,532
| | $
| 268,123
| | $
| 256,053
|
See accompanying notes.
Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors
Notes to Financial Statements
December 31, 2005
Note 1 - Description of the Plan
The Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors (Plan) was made effective by Chemical Financial Corporation (Corporation) on March 25, 2002. The Plan is designed to provide non-employee directors of the Corporation's subsidiaries and community banks, who are neither directors nor employees of the Corporation, with a convenient method of acquiring Corporation stock. The Plan provides for a maximum of 75,000 shares of the Corporation's common stock, $1.00 par value (Common Stock), subject to adjustments for certain changes in the capital structure of the Corporation as defined in the Plan (including stock dividends and stock splits), to be available under the Plan.
Subsidiary directors and community bank directors, who elect to participate in the Plan, may elect to contribute to the Plan fifty percent or one hundred percent of their director retainer fees and/or fifty percent or one hundred percent of their board of director fees and/or fifty percent or one hundred percent of their director committee fees, earned as directors or community bank directors of the Corporation's subsidiaries. Participant contributions to the Plan are made by the Corporation's subsidiaries on behalf of each electing participant. As of the last day of each month, each participant's cash account is debited for the purchase of whole shares of the Corporation's stock that is credited to a separate participant stock account. The stock purchased under the Plan during the calendar year is issued by the Corporation directly to the participants in the following calendar year. The Plan provides for dividend equivalents to be credited to each participant's cash account as of the dividend record date of the Corporation's common stock. Dividend equivalents are calculated by multiplying the Corporation's dividend rate by the number of shares of common stock in each participant's stock account as of the Corporation's dividend record date. The Plan also provides for an appropriate credit to each participant's stock account for stock dividends, stock splits or other distributions of the Corporation's common stock by the Corporation. Fractional shares calculated as a result of the above adjustments are converted to cash based on the market price of the Corporation's common stock and are credited to each participant's cash account. Plan participants may terminate their participation in the Plan, at any time, by written notice of withdrawal to the Corporation. Participants will cease to be eligible to participate in the Plan when they cease to serve as directors or community bank directors of subsidiaries of the Corporation. Upon withdrawal from the Plan, each participant will receive the shares of com mon stock of the Corporation in their participant stock account and the cash in their participant cash account.
Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors
Notes to Financial Statements (continued)
December 31, 2005
Note 1 - Description of the Plan (continued)
The Plan had 56,697 shares and 63,276 shares as of December 31, 2005 and 2004, respectively, of the Corporation's common stock available for future issuance, adjusted for the the 5% stock dividend paid on January 28, 2005.
The Corporation reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by him/her prior to the date of such amendment or termination.
The Plan provides that all expenses of the Plan and its administration shall be paid by the Corporation.
The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as taxable income the contributions made to the Plan by the Corporation's subsidiaries on their behalf. Dividend equivalents and any other cash credited to the participants' cash accounts are taxable to the participants for Federal and state income tax purposes in the year such dividend equivalent or cash is credited to the participant cash account. Upon disposition of the common stock of the Corporation purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.
Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors
Notes to Financial Statements (continued)
December 31, 2005
Note 2 - Summary of Accounting Policies
Valuation of Common Stock Receivable
Common stock receivable of the Corporation is recorded at the market value per share of the Corporation's common stock multiplied by the number of shares receivable at the valuation date. Market value is based on the closing price of the Corporation's common stock at year end ($31.76 per share at December 31, 2005 and $40.62 per share at December 31, 2004). The number of shares receivable and the closing price as of December 31, 2005 and December 31, 2004 were adjusted for the 5% stock dividend on the Corporation's common stock paid on January 28, 2005.
Income
Dividend equivalents and fractional share interests are accrued on the Corporation's dividend or other record date.
Contributions
Contributions are accounted for on the accrual basis.
Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors
Notes to Financial Statements (continued)
December 31, 2005
Note 3 - Contributions
Contributions for participants by the participating companies were as follows:
Participating Company
| Year Ended
December 31,
2005
| | Year Ended
December 31
2004
| | Year Ended
December 31
2003
|
| | | | | | | | |
Chemical Bank and Trust Co. | $ | 87,650 | | $ | 94,575 | | $ | 95,850 |
Chemical Bank Shoreline | | 90,700 | | | 62,850 | | | 52,000 |
Chemical Bank West | | 67,175 | | | 65,700 | | | 61,450 |
CFC Data Corp | | - | | | - | | | 800 |
CFC Financial Services, Inc. | | 2,000 | | | 2,400 | | | 2,400 |
CFC Title Services, Inc. |
| 2,000
| |
| 2,400
| |
| 2,400
|
Total Participant Contributions | $
| 249,525
| | $
| 227,925
| | $
| 214,900
|
