FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from <> to <>
Commission file number: 0-20167
A. Full title of the plan and the address of the plan, if different from that of the
issuer named below:
Mackinac Financial Corporation 401(k) Plan
B. Name of the issuer of the securities held pursuant to the plan and the address of its
principal executive office:
Mackinac Financial Corporation
130 South Cedar Street
Manistique, MI 49854
Mackinac Financial Corporation 401(k) Plan
Financial Report
December 31, 2008
Mackinac Financial Corporation 401(k) Plan
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Contents |
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1 |
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2 |
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3 |
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4-8 |
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Schedule 1 |
| EX-23 |
NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974
have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Plan Administrator
Mackinac Financial Corporation 401(k) Plan
We have audited the accompanying statement of net assets available for benefits of Mackinac
Financial Corporation 401(k) Plan as of December 31, 2008 and 2007 and the related statement of
changes in net assets available for benefits for the year ended December 31, 2008. These financial
statements are the responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as 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 net assets of the Plan as of December 31, 2008 and 2007 and the changes in net assets
for the year ended December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The supplemental schedule of assets held at end of year as of December 31, 2008 is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedule is the responsibility of the Plan’s management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Plante & Moran, PLLC
Auburn Hills, Michigan
June 29, 2009
1
Mackinac Financial Corporation 401(k) Plan
Statement of Net Assets Available for Benefits
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December 31, |
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2008 |
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2007 |
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Assets |
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Participant-directed investments: |
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Money market fund |
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$ |
573 |
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$ |
— |
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Pooled separate accounts |
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1,500,655 |
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2,159,583 |
|
Mackinac Financial Corporation stock |
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88,220 |
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— |
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Participant loans |
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53,759 |
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26,176 |
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Total participant-directed investments |
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1,643,207 |
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2,185,759 |
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Cash |
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17,573 |
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45,534 |
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Contributions receivable |
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110,370 |
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90,395 |
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Net Assets Available for Benefits |
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$ |
1,771,150 |
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$ |
2,321,688 |
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See Notes to Financial Statements
2
Mackinac Financial Corporation 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2008
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Additions to Net Assets |
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Contributions: |
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Employee |
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$ |
287,297 |
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Employer |
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110,371 |
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Rollovers |
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14,613 |
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Total contributions |
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412,281 |
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Investment income (loss): |
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Interest on participant loans |
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2,987 |
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Net depreciation in fair value of pooled separate accounts |
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(827,643 |
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Net depreciation in Mackinac Financial Corporation stock |
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(29,943 |
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Total investment loss |
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(854,599 |
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Total additions — net |
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(442,318 |
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Deductions from Net Assets — Benefits paid
directly to participants
or beneficiaries |
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108,220 |
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Net decrease |
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(550,538 |
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Net Assets Available for Benefits |
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Beginning of year |
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2,321,688 |
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End of year |
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$ |
1,771,150 |
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See Notes to Financial Statements
3
Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 1 — Plan Description
The following description of the Mackinac Financial Corporation 401(k) Plan (the “Plan”)
provides only general information. Participants should refer to the plan agreement for a
more complete description of the Plan’s provisions.
General — The Plan is a defined contribution plan covering all employees of Mackinac
Financial Corporation (the “Corporation”) who have completed three months of service and
are age 18 or older. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The Plan was amended during 2008 to include an option
to invest in Corporation stock.
Contributions — Participants may elect to have up to 80 percent of their annual
compensation contributed on their behalf as an elective deferral. Amounts contributed are
deducted from gross wages for each payroll period and deposited with John Hancock Life
Insurance Company or Keefe, Bruyette & Woods, Inc. The Plan invests in whole shares of the
Corporation’s stock generally on the last business day of each month. The contributions
used to purchase whole shares of Corporation stock are held in a cash account until the
Plan’s next purchase of whole shares of Corporation stock. Cash dividends, if any, on
Corporation stock will be reinvested in accordance with the participant’s investment
election. Stock dividends, if any, on Corporation stock will be reinvested in Corporation
stock unless specifically elected otherwise in writing.
Mackinac Financial Corporation may make a matching contribution equal to a discretionary
percentage of the amount of each participant’s elective deferral, not to exceed 5 percent
of a participant’s compensation. The Plan was amended effective January 1, 2006, requiring
a participant to achieve 1,000 hours of service and be employed at the Corporation on the
last day of the plan year in order for the participant to be eligible for the matching
contribution. For the year ended December 31, 2008, the board of directors elected to
contribute, as a matching contribution, up to 3 percent of a participant’s compensation.
The Corporation has the option of making an additional discretionary contribution based on
compensation which is determined by its board of directors. There were no additional
discretionary contributions made in 2008. The Corporation can automatically direct that up
to 25 percent of the discretionary match be invested in Corporation stock, and participants
may modify this direction of investments subsequently without restriction.
4
Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 1 — Plan Description (continued)
Participant Accounts — Each participant’s account is credited with the participant’s
contribution, allocations of the Corporation’s contributions, and plan earnings and charged
with an allocation of administrative expenses. Allocations are based on participants’
compensation or account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant’s vested account.
Participants may direct the investments of their account balances into various investment
options offered by the Plan, including an option to invest up to 25 percent of the
participant’s account balance in Corporation stock.
Vesting — Participants are immediately 100 percent vested in employee salary and rollover
contributions and any income or loss thereon. Vesting in the Corporation’s discretionary
contribution portion of their accounts, plus actual earnings thereon, is based on years of
service. For vesting purposes, a year of service is defined as a plan year during which an
employee has been credited with at least 1,000 hours of service. Participants vest in
discretionary contributions 100 percent after three years of service.
Participant Loans — Participants may borrow from their accounts subject to certain maximum
and minimum amounts as prescribed in the Plan and in the Internal Revenue Code. Loans are
collateralized by the participant’s account balance and bear interest at a rate charged for
similar loans by lending institutions as determined by the plan administrator.
Benefit Payments — Upon termination of employment, the participant or, in the case of
death, the surviving spouse can elect to receive the participant’s account balance in a
single lump sum or in various installment annuities not to exceed 15 years or the life
expectancy of the participant. If the account is invested in Corporation stock, the
participant may elect to receive an “in kind” distribution of whole shares.
Hardship Withdrawals — Participants may request that all or a portion of their account be
distributed in the case of severe financial hardship, as defined in the plan document. The
Corporation must approve any such hardship withdrawals.
Forfeitures — If a participant is not fully vested on his or her termination date, the
nonvested amount of the account is forfeited. Forfeitures are used to reduce future
Corporation contributions or to pay administrative expenses of the Plan.
Termination — While it has not expressed any intent to do so, the Corporation has the right
under the Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions set forth in the plan agreement and ERISA. Upon termination of
the Plan, participants become 100 percent vested in their account balances.
5
Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 1 — Plan Description (continued)
Party-in-interest Transactions — Certain plan assets are in investment funds managed by
John Hancock Life Insurance Company or its affiliates. John Hancock Life Insurance Company
(U.S.A.) is the custodian of the Plan; therefore, these transactions qualify as
party-in-interest transactions as defined under ERISA guidelines. Participants can elect
to invest in Mackinac Financial Corporation stock. Mackinac Financial Corporation is the
plan sponsor; therefore, these transactions qualify as party-in-interest transactions as
defined under ERISA guidelines.
Voting
Rights — Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account. The Plan trustee is required to vote shares of
common stock that have been allocated to participants but for which the trustee received no
voting instructions in the same manner and in the same proportion as the shares for which
the plan trustee received timely voting instructions.
Note 2 — Summary of Significant Accounting Policies
Benefit Payments — Benefits are recorded when paid.
Administrative Expenses — Various administrative costs are paid by the Corporation.
Use of Estimates — The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
changes therein and disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Risks and Uncertainties — The Plan invests in various investment securities. Investment
securities are exposed to various risks such as interest rate, market, and credit risks.
Due to the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect participants’ account balances and
the amounts reported in the statement of net assets available for benefits.
Investment Valuation — The Plan’s investments are stated at fair value. Investments in
pooled separate accounts are stated at fair value, based on the fair value of the
underlying assets. The participant loans and money market fund are valued at their
outstanding balances, which approximates fair value. Quoted market prices are used to value
all other investments.
6
Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 2 — Summary of Significant Accounting Policies (continued)
The methods described above may produce a fair value calculation that may not be indicative
of net realizable value or reflective of future fair values. Furthermore, while the Plan
believes its valuation methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to determine the fair value
of certain financial instruments could result in a different fair value measurement at the
reporting date.
Note 3 — Investments
Significant investments of end of year net assets are as follows:
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2008 |
|
2007 |
JH Lifestyle Aggressive |
|
$ |
163,829 |
|
|
$ |
254,372 |
|
JH Lifecycle 2025 |
|
|
146,356 |
|
|
|
211,938 |
|
JH Lifecycle 2030 |
|
|
82,686 |
|
|
|
173,397 |
|
JH Lifestyle Balanced |
|
|
366,286 |
|
|
|
528,962 |
|
JH Lifestyle Growth |
|
|
291,401 |
|
|
|
396,922 |
|
Note 4 — Tax Status
The Plan, as adopted, is a volume submitter plan, which does not require an application for
a determination letter from the IRS. The volume submitter plan has received a favorable
notification letter from the IRS dated March 31, 2008. The Plan has been amended since
receiving the notification letter.
Note 5 – Employer Contribution
For the 2008 plan year, Mackinac Financial Corporation made an employer contribution to the
Plan of approximately $110,000. Mackinac Financial Corporation utilizes plan forfeitures
toward the total contribution to the Plan. For 2008, the amount utilized was approximately
$18,000.
Note 6 – Fair Value
As of January 1, 2008, the Plan adopted Statement of Financial Accounting Standards No.
157, Fair Value Measurements (SFAS 157). SFAS 157 clarifies the definition of fair value,
establishes a framework for measuring fair value, and expands the disclosures for fair
value measurements. The standard applies under other accounting pronouncements that require
or permit fair value measurements and does not require any new fair value measurements. The
provisions of SFAS 157 are effective prospectively for periods beginning January 1, 2008
for financial assets. The implementation of the provisions of SFAS 157 for financial assets
as of January 1, 2008 did not have a material impact on the Plan’s financial statements.
7
Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007
Note 6 – Fair Value (continued)
SFAS 157 provides a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. In general, fair values determined by Level 1
inputs use quoted prices in active markets for identical assets or liabilities that the
Plan has the ability to access. Fair values determined by Level 2 inputs use other inputs
that are observable, either directly or indirectly. These Level 2 inputs include quoted
prices for similar assets and liabilities in active markets, and other inputs such as
interest rates and yield curves that are observable at commonly quoted intervals. Level 3
inputs are unobservable inputs, including inputs that are available in situations where
there is little, if any, market activity for the related asset or liability. In instances
where inputs used to measure fair value fall into different levels of the fair value
hierarchy, fair value measurements in their entirety are categorized based on the lowest
level input that is significant to the valuation. The Plan’s assessment of the significance
of particular inputs to these fair value measurements requires judgment and considers
factors specific to each asset or liability.
Assets Measured at Fair Value on a Recurring Basis at December 31, 2008
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Quoted Prices in |
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Active Markets for |
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Significant Other |
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Significant |
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Balance at |
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Identical Assets |
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Observable Inputs |
|
Unobservable |
|
December 31, |
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(Level 1) |
|
(Level 2) |
|
Inputs (Level 3) |
|
2008 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market fund |
|
$ |
573 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
573 |
|
Pooled separate accounts |
|
|
— |
|
|
|
1,500,655 |
|
|
|
— |
|
|
|
1,500,655 |
|
Mackinac Financial Corporation stock |
|
|
88,220 |
|
|
|
— |
|
|
|
— |
|
|
|
88,220 |
|
Participant loans |
|
|
— |
|
|
|
— |
|
|
|
53,759 |
|
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|
53,759 |
|
The following table sets forth a summary of the changes in the fair value of the Plan’s
level 3 participant loans for the year ended December 31, 2008.
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Participant |
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Loans |
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Balance at December 31, 2007 |
|
$ |
26,176 |
|
Purchases, sales, issuances and settlements — net |
|
|
27,583 |
|
|
|
|
|
Balance at December 31, 2008 |
|
$ |
53,759 |
|
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8
Mackinac Financial Corporation 401(k) Plan
Schedule of Assets Held at End of Year
Form 5500, Schedule H, Line 4i
EIN 38-2062816, Plan No. 004
December 31, 2008
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| Identity of Issuer |
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Description of Investment |
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Cost |
|
Current Value |
|
| |
| Bank of New York
Mellon Corporation
|
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Money market fund-Prime Cash Series
|
|
*
|
|
$ |
573 |
|
| John Hancock Life
Insurance Company
(U.S.A.)
|
|
Pooled separate accounts: |
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|
| |
|
JH Lifecycle 2010
|
|
*
|
|
|
14,843 |
|
| |
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JH Lifecycle 2040
|
|
*
|
|
|
8,616 |
|
| |
|
JH Lifestyle Aggressive
|
|
*
|
|
|
163,829 |
|
| |
|
JH American Funds Inv Co Am
|
|
*
|
|
|
12,591 |
|
| |
|
JH Legg Mason Value
|
|
*
|
|
|
2,725 |
|
| |
|
JH DFA International Value
|
|
*
|
|
|
652 |
|
| |
|
JH Small Cap Value Index
|
|
*
|
|
|
293 |
|
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Total Bank Market
|
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*
|
|
|
1,421 |
|
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Small Company Value Fund
|
|
*
|
|
|
9,735 |
|
| |
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International Value Fund
|
|
*
|
|
|
8,952 |
|
| |
|
JH Lifecycle 2015
|
|
*
|
|
|
9,604 |
|
| |
|
JH Lifecycle 2020
|
|
*
|
|
|
50,192 |
|
| |
|
JH Lifecycle 2025
|
|
*
|
|
|
146,356 |
|
| |
|
JH Lifecycle 2030
|
|
*
|
|
|
82,686 |
|
| |
|
JH Lifecycle 2035
|
|
*
|
|
|
26,657 |
|
| |
|
JH Lifecycle 2045
|
|
*
|
|
|
24,072 |
|
| |
|
JH Lifestyle Conservative
|
|
*
|
|
|
31,295 |
|
| |
|
JH Lifestyle Moderate
|
|
*
|
|
|
3,035 |
|
| |
|
JH Lifestyle Balanced
|
|
*
|
|
|
366,286 |
|
| |
|
JH Lifestyle Growth
|
|
*
|
|
|
291,401 |
|
| |
|
JH T. Rowe Price Spectrum Inc
|
|
*
|
|
|
22,960 |
|
| |
|
JH LM Partners Glb High Yield
|
|
*
|
|
|
3,179 |
|
| |
|
JH American Funds Am Balanced
|
|
*
|
|
|
3,113 |
|
| |
|
JH American Funds Wash Mutual
|
|
*
|
|
|
2,628 |
|
| |
|
JH T. Rowe Price Equity Inc
|
|
*
|
|
|
3,059 |
|
| |
|
JH Davis New York Venture
|
|
*
|
|
|
14,915 |
|
| |
|
JH Mutual Beacon
|
|
*
|
|
|
8,126 |
|
| |
|
JH Mutual Discovery
|
|
*
|
|
|
9,289 |
|
| |
|
JH DWS RREEF Real Estate
|
|
*
|
|
|
2,941 |
|
| |
|
JH MFS Utilities
|
|
*
|
|
|
9,280 |
|
| |
|
JH Domini Social Equity
|
|
*
|
|
|
174 |
|
| |
|
JH BlackRock Large Value
|
|
*
|
|
|
3,844 |
|
| |
|
JH T. Rowe Price Blue Chip
|
|
*
|
|
|
13,531 |
|
| |
|
JH American Funds Growth Fund
|
|
*
|
|
|
6,361 |
|
Schedule 1
page 1
Mackinac Financial Corporation 401(k) Plan
Schedule of Assets Held at End of Year Continued
Form 5500, Schedule H, Line 4i
EIN 38-2062816, Plan No. 004
December 31, 2008
| |
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|
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| Identity of Issuer |
|
Description of Investment |
|
Cost |
|
Current Value |
|
| |
| |
|
JH Templeton World
|
|
*
|
|
$ |
6,502 |
|
| |
|
JH Openheimer Global
|
|
*
|
|
|
7,639 |
|
| |
|
JH American Funds EuroPacific
|
|
*
|
|
|
12,211 |
|
| |
|
JH Colombia Marsico Intl Opps
|
|
*
|
|
|
7,693 |
|
| |
|
JH Energy
|
|
*
|
|
|
6,806 |
|
| |
|
JH American Century Vista
|
|
*
|
|
|
599 |
|
| |
|
JH AIM Small Cap Growth
|
|
*
|
|
|
3,981 |
|
| |
|
JH Bridgeway Ultra-Small Co
|
|
*
|
|
|
974 |
|
| |
|
JH DFA Emerging Markets Value
|
|
*
|
|
|
7,143 |
|
| |
|
Strategic Bank Fund
|
|
*
|
|
|
21,385 |
|
| |
|
High Yield Fund
|
|
*
|
|
|
736 |
|
| |
|
Large Cap Fund
|
|
*
|
|
|
268 |
|
| |
|
Value Fund
|
|
*
|
|
|
4,198 |
|
| |
|
Mid Cap Value
|
|
*
|
|
|
79 |
|
| |
|
Mid Value Fund
|
|
*
|
|
|
3,940 |
|
| |
|
Small Cap Value Fund
|
|
*
|
|
|
9,878 |
|
| |
|
Utilities Fund
|
|
*
|
|
|
677 |
|
| |
|
U.S. Large Cap Fund
|
|
*
|
|
|
138 |
|
| |
|
International Core Fund
|
|
*
|
|
|
363 |
|
| |
|
Intl Equity Index Fund
|
|
*
|
|
|
3,411 |
|
| |
|
Natural Resources Fund
|
|
*
|
|
|
7,127 |
|
| |
|
Mid Cap Stock Fund
|
|
*
|
|
|
4,433 |
|
| |
|
Small Cap Index Fund
|
|
*
|
|
|
728 |
|
| |
|
Total Return
|
|
*
|
|
|
280 |
|
| |
|
Equity Inc
|
|
*
|
|
|
141 |
|
| |
|
All Cap Value
|
|
*
|
|
|
6,727 |
|
| |
|
Small Opportunity
|
|
*
|
|
|
5,258 |
|
| |
|
All Cap Opportunity
|
|
*
|
|
|
132 |
|
| |
|
Financial
|
|
*
|
|
|
8,589 |
|
| |
|
Small Cap Tech
|
|
*
|
|
|
9,978 |
|
Mackinac Financial
Corporation
|
|
Corporation stock-Mackinac Financial
Corporation stock
|
|
*
|
|
|
88,220 |
|
| Participants
|
|
Participant loans — Interest rates
ranging from 6.00 percent to 9.25
percent
|
|
—
|
|
|
53,759 |
|
| |
|
|
|
|
|
|
|
| |
|
Total investments
|
|
|
|
|
1,643,207 |
|
| |
|
|
|
|
|
|
|
|
|
|
| * |
|
Cost information not required |
Schedule 1
Page 2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
|
|
| |
|
Mackinac Financial Corporation 401(k) Plan |
|
|
|
|
|
|
|
Date: June 29, 2009
|
|
By:
Name:
|
|
/s/ Ernie R. Krueger
Ernie R. Krueger
|
|
|
|
|
Title:
|
|
Executive Vice President, Chief Financial Officer |
|
|
|
|
|
|
Mackinac Financial Corporation |
|
|