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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
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
     
o   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
 
 

 


Table of Contents

Mackinac Financial Corporation 401(k) Plan
Financial Report
December 31, 2009

 


 

Mackinac Financial Corporation 401(k) Plan
Contents
         
    1  
    2  
    3  
    4-11  
  Schedule 1

 


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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, 2009 and 2008 and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. 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, 2009 and 2008 and the changes in net assets for the year ended December 31, 2009, 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, 2009 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 28, 2010

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Mackinac Financial Corporation 401(k) Plan
Statement of Net Assets Available for Benefits
                 
    December 31,  
    2009     2008  
Assets
               
Participant-directed investments:
               
Money market fund
  $ 3,094     $ 573  
Pooled separate accounts
    2,193,920       1,500,655  
Mackinac Financial Corporation stock
    103,421       88,220  
Participant loans
    106,067       53,759  
 
           
 
               
Total participant-directed investments
    2,406,502       1,643,207  
 
               
Cash
          17,573  
Contributions receivable
    112,247       110,370  
 
           
Net Assets Available for Benefits
  $ 2,518,749     $ 1,771,150  
 
           
See Notes to Financial Statements

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Mackinac Financial Corporation 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2009
         
Additions to Net Assets
       
Contributions:
       
Employee
  $ 225,003  
Employer
    112,247  
Rollovers
    8,075  
 
     
Total contributions
    345,325  
Investment income:
       
Interest on participant loans
    4,560  
Net appreciation in fair value of pooled separate accounts
    514,605  
Net appreciation in Mackinac Financial Corporation stock
    9,776  
 
     
Total investment gain
    528,941  
 
     
Total additions — net
    874,266  
Deductions from Net Assets — Benefits paid directly to participants or beneficiaries
    126,667  
Net increase
    747,599  
Net Assets Available for Benefits
       
Beginning of year
    1,771,150  
 
     
End of year
  $ 2,518,749  
 
     
See Notes to Financial Statements

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Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
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. Participants that achieve 1,000 hours of service during the plan year and are employed at the Corporation on the last day of the plan year are eligible for the matching contribution. For the year ended December 31, 2009, the board of directors elected to contribute, as a matching contribution, three 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 2009. 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.

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Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
Note 1 — Plan Description (continued)
Participant Accounts — Each participant’s account is credited with the participant’s contribution(s), 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.

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Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
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.

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Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
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:
                 
    2009   2008
JH Lifestyle Growth
  $ 420,032     $ 291,401  
JH Lifestyle Balanced
    408,936       366,286  
JH Lifestyle Aggressive
    280,495       163,829  
JH Lifecycle 2025
    273,214       146,356  
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 Internal Revenue Code (IRC). The volume submitter plan has received a favorable notification letter from the IRC dated March 31, 2008. Although, the Plan has been amended since receiving the determination letter, management believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
Note 5 — Employer Contribution
For the 2009 plan year, Mackinac Financial Corporation made an employer contribution to the Plan of approximately $112,000. Mackinac Financial Corporation utilizes plan forfeitures toward the total contribution to the Plan. For 2009, the amount utilized was approximately $0.
Note 6 — Fair Value
Accounting standards require certain assets be reported at fair value in on the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.
Level 1 — In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Plan has the ability to access.

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Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
Note 6 — Fair Value (continued)
Level 2 — 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 in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — 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. These level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset.
In instances where inputs used to measure fair value fall into different levels in the above 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.
The following tables represent the balances of the Plan’s financial assets that were measured at fair value on a recurring basis as of December 31, 2009 and 2008:

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Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
Assets Measured at Fair Value on a Recurring Basis at December 31, 2009
                                 
    Quoted Prices in            
    Active Markets for   Significant Other   Significant   Balance at
    Identical Assets   Observable Inputs   Unobservable   December 31,
    (Level 1)   (Level 2)   Inputs (Level 3)   2009
Assets
                               
Money market fund
  $ 3,094     $     $     $ 3,094  
Pooled separate accounts
                           
Balanced asset funds (1)
            1,721,577               1,721,577  
Equity funds (2)
            152,931               152,931  
International funds (2)
            91,755               91,755  
Sector funds (2)
            79,126               79,126  
Fixed income funds (3)
            12,876               12,876  
Hybrid funds (3)
            12,272               12,272  
Short term investment (4)
            123,383               123,383  
Mackinac Financial Corporation stock
    103,421                   103,421  
Participant loans
                106,067       106,067  
 
(1)   This category represents investments in an actively managed pooled sepearte account fund that invests primarily in both equity and debt securities. The investments may include common stock, corporate bonds, interest rate swaps, options and futures. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
(2)   This category represents investments in an actively managed pooled sepearte account fund that invests primarily in equity secutities which may include common stocks, options and futures. The investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
(3)   This category represents investments in actively management pooled separate accounts with investments in a variety of fixed income investments which may include corporate bonds, both U.S. and non-U.S. municipal securities, interest rate swaps, options and futures. Investments are valued at the net asset value per share multiplied by the number of shares held as of the investment date.
 
(4)   Short term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in actively managed pooled separate accounts or interest bearing accounts.
Note 6 — Fair Value (continued)

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Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
Assets Measured at Fair Value on a Recurring Basis at December 31, 2008
                                 
    Quoted Prices in            
    Active Markets for   Significant Other   Significant   Balance at
    Identical Assets   Observable Inputs   Unobservable   December 31,
    (Level 1)   (Level 2)   Inputs (Level 3)   2008
Assets
                               
Money market fund
  $ 573     $     $     $ 573  
Pooled separate accounts
                           
Balanced asset funds
            1,218,872               1,218,872  
Equity funds
            118,249               118,249  
International funds
            63,855               63,855  
Fixed income funds
            48,540               48,540  
Sector funds
            45,398               45,398  
Hybrid funds
            5,741               5,741  
Mackinac Financial Corporation stock
    88,220                   88,220  
Participant loans
                53,759       53,759  
 
(1)   This category represents investments in an actively managed pooled sepearte account fund that invests primarily in both equity and debt securities. The investments may include common stock, corporate bonds, interest rate swaps, options and futures. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
(2)   This category represents investments in an actively managed pooled sepearte account fund that invests primarily in equity secutities which may include common stocks, options and futures. The investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
(3)   This category represents investments in actively management pooled separate accounts with investments in a variety of fixed income investments which may include corporate bonds, both U.S. and non-U.S. municipal securities, interest rate swaps, options and futures. Investments are valued at the net asset value per share multiplied by the number of shares held as of the investment date.
The table below presents additional information about Level 3 assets measured at fair value on a recurring basis as of December 31, 2009. Both observable and unobservable inputs may be used to determine the fair value of positions that the Plan has classified within the Level 3 category.
The following table sets forth a summary of the changes in the fair value of the Plan’s level 3 participant loans for the years ended December 31, 2009 and 2008.
         
    Participant  
    Loans  
Balance at January 1, 2008
    26,176  
Purchases, sales, issuances and settlements — net
    27,583  
Balance at December 31, 2008
  $ 53,759  
Purchases, sales, issuances and settlements — net
    52,308  
 
     
Balance at December 31, 2009
  $ 106,067  
 
     
Note 6 — Fair Value (continued)

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Mackinac Financial Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008
The Plan also holds other assets not measured at fair value on a recurring basis, including contributions receivable. The fair value of these assets is equal to the carrying amounts in the accompanying financial statements due to the short maturity of such instruments. As of December 31, 2009 and 2008, the plan had contributions receivable of $112,247 and $110,370 respectively.

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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, 2009
                     
Identity of Issuer   Description of Investment   Cost     Current Value  
 
Bank of New York Mellon Corporation
 
Money market fund — Prime Cash Series
    *     $ 3,094  
John Hancock Life Insurance Company (U.S.A.)
 
Pooled separate accounts:
               
 
 
JH Lifecycle 2010
    * %     44  
 
 
JH Lifecycle 2040
    * %     20,473  
 
 
JH Lifestyle Aggressive
    * %     280,495  
 
 
JH DFA International Value
    * %     10,700  
 
 
JH Small Cap Value Index
    * %     916  
 
 
Total Bank Market
    *       2,414  
 
 
Oppenheimer International Bond Fund
    *       975  
 
 
BlackRock Global Allocation Fund
    *       1,016  
 
 
Small Company Value Fund
    *       10,611  
 
 
International Opportunity Fund
    * %     13,370  
 
 
JH Lifecycle 2015
    * %     22,574  
 
 
JH Lifecycle 2020
    * %     30,928  
 
 
JH Lifecycle 2025
    * %     273,214  
 
 
JH Lifecycle 2030
    * %     115,292  
 
 
JH Lifecycle 2035
    * %     50,468  
 
 
JH Lifecycle 2045
    * %     47,541  
 
 
JH Lifestyle Conservative
    * %     44,356  
 
 
JH Lifestyle Moderate
    * %     7,224  
 
 
JH Lifestyle Balanced
    * %     408,936  
 
 
JH Lifestyle Growth
    * %     420,032  
 
 
JH LM Partners Glb High Yield
    * %     8,733  
 
 
JH American Funds Am Balanced
    * %     5,682  
 
 
JH American Funds Wash Mutual
    * %     5,574  
 
 
New World Fund
    *       877  
 
 
Explorer Fund
    *       3,448  
 
 
JH Davis New York Venture
    * %     33,849  
 
 
JH Mutual Beacon
    * %     12,515  
 
 
JH Mutual Discovery
    * %     11,890  
 
 
Jennison 20/20 Focused Fund
    * %     693  
 
 
JH MFS Utilities
    * %     10,752  
 
 
JH Domini Social Equity
    * %     435  
 
 
JH BlackRock Large Value
    * %     6,882  
 
 
Blue Chip Growth Fund
    *       9,734  
 
 
JH American Funds Growth Fund
    * %     20,319  
         
Schedule 1   Page 1    

 


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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, 2009
                     
Identity of Issuer   Description of Investment   Cost     Current Value  
 
 
 
JH Templeton World
    * %   $ 12,444  
 
 
JH American Funds EuroPacific
    * %     18,901  
 
 
JH Energy
    * %     14,026  
 
 
JH Bridgeway Ultra-Small Co
    * %     2,108  
 
 
JH DFA Emerging Markets Value
    * %     17,439  
 
 
American Fundamental Holdings Fund
    *       429  
 
 
Money Market Fund
    *       123,383  
 
 
Real Estate Securities Fund
    *       6,870  
 
 
High Yield Fund
    *       1,267  
 
 
Large Cap Fund
    *       883  
 
 
Value Fund
    *       8,757  
 
 
Mid Value Fund
    *       802  
 
 
Small Cap Value Fund
    *       10,825  
 
 
Utilities Fund
    *       870  
 
 
Intl Equity Index Fund
    *       6,134  
 
 
Natural Resources Fund
    *       13,527  
 
 
Mid Cap Stock Fund
    *       1,026  
 
 
Small Cap Index Fund
    *       1,796  
 
 
Total Return
    *       1,901  
 
 
Equity Inc
    *       7,889  
 
 
All Cap Value
    *       8,284  
 
 
Small Opportunity
    *       7,891  
 
 
All Cap Opportunity
    *       425  
 
 
Financial
    *       14,379  
 
 
Small Cap Tech
    *       18,702  
Mackinac Financial Corporation
 
Corporation stock — Mackinac Financial Corporation stock
    * %     103,421  
Participants
 
Participant loans — Interest rates ranging from 4.25 percent to 9.25 percent
          106,067  
 
                 
 
 
Total investments
          $ 2,406,502  
 
                 
 
*   Cost information not required
 
%   Party-in-interest
         
Schedule 1   Page 2    

 


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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, 2010  By:   /s/ Ernie R. Krueger    
    Name:   Ernie R. Krueger   
    Title:   Executive Vice President,
Chief Financial Officer
Mackinac Financial Corporation 
 
 

 


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Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement (No. 333-150313) on Form S-8 of Mackinac Financial Corporation 401(k) Plan of our report dated June 28, 2010, with respect to the statements of net assets available for benefits of Mackinac Financial Corporation 401(k) Plan as of December 31, 2009 and 2008 and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2009 and the schedule of assets held at end of year as of December 31, 2009 which report appears in the December 31, 2009 annual report on Form 11-K of Mackinac Financial Corporation 401(k) Plan.
/s/ Plante & Moran, PLLC
Auburn Hills, Michigan
June 29, 2010