NOTE 1 – DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following description of the
Macatawa Bank
401(k) Plan
(the “Plan”) provides only general information. Participants should refer to the Plan agreement or Summary Plan Description for a more complete description of the Plan’s provisions.
Description of the Plan
General
: The Plan is a defined contribution plan covering substantially
all employees of Macatawa Bank Corporation (“Plan Sponsor” or “Corporation”) who have attained the age of 18 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Effective on
January 1, 2017, the Corporation changed the Plan custodian from SEI Investments Company to Matrix Trust Company. Additionally, beginning January 3, 2017, Macatawa Bank Corporation common stock in the Plan is held at TD Ameritrade.
Contributions
: Participants may contribute a portion of their annual
compensation as pre-tax contributions, as defined in the Plan, up to the maximum amount allowed by the Internal Revenue Code. In addition, the Plan also allows for Roth after-tax contributions. Participants who have attained age 50 before
the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans, as well as Individual Retirement
Accounts. The Plan Sponsor contributes a safe harbor matching contribution of 100% of the first 3% and 50% of the second 2% of base compensation that a participant contributes to the Plan.
Effective January 1, 2018, the Plan has established an automatic deferral feature. For all eligible participants who are hired on or after January
1, 2018 and who do not complete a Salary Deferral election designating an alternate deferral percentage (including an election not to defer), the Plan will automatically withhold 3% of eligible compensation from their paycheck.
Participants direct the investment of contributions into various investment options offered by the Plan. The Plan currently offers various mutual
funds, a common/collective trust and Macatawa Bank Corporation common stock as investment options for participants. Contributions are subject to certain limitations.
Participant Accounts
: Each participant’s account is credited with the
participant’s contribution and an allocation of Plan earnings and charged with an allocation of administrative expenses, as applicable. Allocations are based on the ratio of each participant’s earnings 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.
Vesting
: Participants are immediately vested in employee deferral and
employer matching contributions, plus actual earnings thereon.
Notes Receivable
: Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. The notes receivable are secured by the balance in the participant’s account and bear interest at the prime rate plus one (effective rate of
6.50% at December 31, 2018) which is commensurate with local prevailing rates as determined quarterly by the Plan Administrator. The interest rates ranged from 4.25% to 6.25% on notes receivable outstanding at December 31, 2018. Principal
and interest is paid to the Plan ratably through payroll deductions. The notes receivable are to be repaid over a period not to exceed five years. The Plan Administrator may fix the term for repayment of a home loan for a period exceeding
five years. A home loan is a loan used to acquire a dwelling unit which, within a reasonable time, the Participant will use as a principal residence.
Payment of Benefits
: On termination of service due to death, disability
or retirement, a participant is required to receive a lump-sum amount equal to the value of his or her vested interest in his or her account as defined by the Plan agreement. For termination of service for other reasons, a participant may
receive the value of the vested interest in his or her account as a lump-sum distribution. In-service withdrawal of account balances may be elected by active participants who have reached 59½ years of age. The Plan allows for participants
to receive hardship distributions.
Administrative Expenses
: The Plan’s administrative expenses, including
salaries, accounting, legal, recordkeeping, and trust services are paid by the Plan Sponsor and qualify as party-in-interest transactions, which are exempt from prohibited transaction rules. An administrative fee is charged to those
participants electing to receive a distribution and a quarterly administrative fee is charged to all participant accounts. There is also an administrative service fee charged to the individual participant’s account at the time a note
receivable is issued.
MACATAWA BANK
401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Summary of Significant Accounting Policies
Basis of Accounting
: The financial statements of the Plan are prepared
using the accrual method of accounting.
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.
Investment Valuation and Income Recognition
: Investments are reported
at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 2 for discussion of fair value
measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date. Net appreciation (depreciation) in aggregate fair value includes the Plan’s realized and unrealized gains and losses on investments bought and sold as well as those held during the year.
Management fees and operating expenses charged to the Plan related to investments in mutual funds are deducted from income earned on a daily basis
and are not separately reflected. Consequently, management fees and operating expenses are reflected as a direct reduction of net appreciation or an addition to net depreciation in the aggregate fair value of such investments.
Notes Receivable from Participants
: Notes receivable from participants
are measured at their unpaid principal balance plus any accrued unpaid interest. Delinquent notes receivable, if any, from participants are reclassified as distributions based upon the terms of the Plan agreement.
Payment of Benefits
: Benefits are recorded when paid.
MACATAWA BANK
401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 – INVESTMENTS AND FAIR VALUE MEASUREMENTS
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820,
Fair Value Measurements
, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
The three levels of fair value hierarchy under FASB ASC 820 are described as follows:
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Level 1
:
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
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Level 2
:
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Inputs to the valuation methodology include:
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●
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quoted prices for similar assets or liabilities in active markets;
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●
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quoted prices for identical or similar assets or liabilities in inactive markets;
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●
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inputs other than quoted prices that are observable for the asset or liability; and
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●
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inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the
full term of the asset or liability.
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Level 3
:
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant
to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the
methodologies used at December 31, 2018 and 2017.
Mutual funds
:
Shares held in mutual funds are valued at the net asset value (“NAV”) of shares held by the Plan at year end. The NAV is based on the quoted market prices of the underlying shares owned by the fund,
minus its liabilities, then divided by the number of shares outstanding.
Common/collective trust:
The fair value of participation units held in
the Reliance Trust Stable Value Fund (MetLife Series 25157, Class 0), a common/collective trust (CCT) is based on net asset value, as reported by the manager of the collective trust fund, Reliance Trust Company, and as supported by the unit
prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The CCT invests in the MetLife Group Annuity Contracts 25157 and 37001, which consist of separately managed investment portfolios in
fixed income securities, and also enters into wrapper contracts, which are issued by third-parties and are designed to allow the Fund to maintain a constant net asset value. The CCT provides for daily redemptions by the Plan at reported net
asset value, with no advance notice requirements.
Common stock
:
Macatawa Bank Corporation common stock is valued at the closing price reported in the active market in which the individual securities are traded.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair
values. Furthermore, although 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.
MACATAWA BANK
401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 – INVESTMENTS AND FAIR VALUE MEASUREMENTS
(Continued)
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2018:
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Quoted Prices
in Active
Markets for
Identical
Assets
Level 2
|
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Significant
Other
Observable
Level 3
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Other (1)
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Significant
Unobservable
Inputs
Total
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2018
|
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|
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Total mutual funds
|
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|
21,991,929
|
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|
|
---
|
|
|
|
---
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|
|
|
---
|
|
|
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21,991,929
|
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|
Common/collective trust
|
|
|
---
|
|
|
|
---
|
|
|
|
---
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|
|
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1,710,756
|
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|
|
1,710,756
|
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|
Macatawa Bank Corp. common stock - financial institution
|
|
|
2,740,275
|
|
|
|
---
|
|
|
|
---
|
|
|
|
---
|
|
|
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2,740,275
|
|
|
Total investments at fair value
|
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$
|
24,732,204
|
|
|
$
|
---
|
|
|
$
|
---
|
|
|
$
|
1,710,756
|
|
|
$
|
26,442,960
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(1) - Assets measured at net asset value (NAV) and therefore excluded from the fair value hierarchy
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2017:
|
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|
|
|
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Quoted Prices
in Active
Markets for
Identical
Assets
Level 2
|
|
|
Significant
Other
Observable
Level 3
|
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|
Other (1)
|
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Significant
Unobservable
Inputs
Total
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2017
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Total mutual funds
|
|
|
24,017,617
|
|
|
|
---
|
|
|
|
---
|
|
|
|
---
|
|
|
|
24,017,617
|
|
|
Common/collective trust
|
|
|
---
|
|
|
|
---
|
|
|
|
---
|
|
|
|
1,175,585
|
|
|
|
1,175,585
|
|
|
Macatawa Bank Corp. common stock - financial institution
|
|
|
3,125,760
|
|
|
|
---
|
|
|
|
---
|
|
|
|
---
|
|
|
|
3,125,760
|
|
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Total investments at fair value
|
|
$
|
27,143,377
|
|
|
$
|
---
|
|
|
$
|
---
|
|
|
$
|
1,175,585
|
|
|
$
|
28,318,962
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(1) - Assets measured at net asset value (NAV) and therefore excluded from the fair value hierarchy
Changes in Fair Value Levels
: The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation
techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. Plan management evaluated the significance of transfers
between levels based upon the nature of the financial instrument and size of the transfer relative to total assets available for benefits. For the years ended December 31, 2018 and 2017, there were no transfers in or out of levels 1, 2 or
3.
MACATAWA BANK
401 (k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY TRANSACTIONS
Macatawa Bank Corporation, through its trust department, serves as trustee for the Plan. Therefore, all transactions between the Plan and Macatawa
Bank Corporation constitute party-in-interest transactions. The 284,854 and 312,576 shares of Macatawa Bank Corporation common stock held by the Plan as of December 31, 2018 and 2017, represent approximately 0.84% and 0.92% of the
Corporation’s total outstanding shares of common stock, respectively, as of those dates.
Cash dividends totaling $74,071 and $58,272 were paid to the Plan by Macatawa Bank Corporation during 2018 and 2017, respectively.
NOTE 4 - INCOME TAX STATUS
The Corporation’s Board of Directors adopted the Macatawa Bank Prototype 401(k) plan document. The Plan Sponsor has received, from the Internal
Revenue Service, an opinion letter dated January 30, 2017, stating that the written form of the underlying prototype plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and that any employer adopting this form of
the Plan will be considered to have a plan qualified under Sections 401(a) of the Code. The Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax exempt.
Accounting principles generally accepted in the United States require Plan management to evaluate tax positions taken by the Plan and recognize a tax
liability or asset if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the applicable taxing authorities. The Plan Administrator has analyzed the tax positions that would require
recognition of a liability or asset or disclosure in the financial statements and has determined that there are no unrecognized tax benefits at December 31, 2018 or 2017. The Plan may be subject to routine audits by taxing jurisdictions;
however, there are currently no audits for any tax periods in progress.
NOTE 5 - PLAN TERMINATION
The Plan Sponsor has not expressed any intent to terminate the Plan subject to the provisions of ERISA.
NOTE 6 - RISKS AND UNCERTAINTIES
The Plan invests in various mutual funds and a common/collective trust with underlying assets consisting of any combination of stocks, bonds, fixed
income securities, and other investment securities, a money market fund and in shares of Macatawa Bank Corporation common stock. 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 fair 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 statements of net assets available for benefits and the statements of changes in net assets available for benefits.
* * * * *
SUPPLEMENTARY INFORMATION