-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FtMYPnaq8wJ/QLIq5ju2h3b8f5vorCx/abDjunLUh4Hp5PJWugYX/d+drjMMBBiY 4d/IeWkonJTCT8tIUP4U2w== 0000950124-01-502177.txt : 20010629 0000950124-01-502177.hdr.sgml : 20010629 ACCESSION NUMBER: 0000950124-01-502177 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANK CORP CENTRAL INDEX KEY: 0001042729 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 383360865 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-26719 FILM NUMBER: 1669819 BUSINESS ADDRESS: STREET 1: 42 DEER RUN DRIVE CITY: ADA STATE: MI ZIP: 49301 BUSINESS PHONE: 6166760201 MAIL ADDRESS: STREET 1: 42 DEER RUN DRIVE CITY: ADA STATE: MI ZIP: 49301 11-K 1 k63510e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from __________ to __________ Commission File Number: 000-26719 MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN MERCANTILE BANK CORPORATION 216 NORTH DIVISION AVENUE GRAND RAPIDS, MICHIGAN 49503 (616) 242-9000 2 REPORT OF INDEPENDENT AUDITORS Plan Administrator of Mercantile Bank of West Michigan 401(k) Plan Grand Rapids, Michigan We have audited the accompanying statements of net assets available for benefits of the Mercantile Bank of West Michigan 401(k) Plan ("the Plan") as of December 31, 2000 and 1999 and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year 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 has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements as a whole. /s/ Crowe, Chizek and Company LLP Grand Rapids, Michigan April 11, 2001 1. 3 MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2000 and 1999
2000 1999 ---- ---- ASSETS Investments, at fair value Common stock $ 658,694 $ 457,455 Mutual funds 1,064,773 882,616 --------------- ---------------- 1,723,467 1,340,071 Receivables Employer contribution 5,315 3,779 Participant contributions 8,445 7,457 --------------- ---------------- 13,760 11,236 --------------- ---------------- NET ASSETS AVAILABLE FOR BENEFITS $ 1,737,227 $ 1,351,307 =============== ================
See accompanying notes to financial statements. 2. 4 MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2000 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income Net depreciation in fair value of investments $ (13,044) Dividends - cash 19,534 --------------- Total income 6,490 Contributions Employer 136,734 Participants 216,239 Rollovers from other plans 56,672 --------------- Total contributions 409,645 --------------- Total additions 416,135 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 30,215 --------------- Total deductions 30,215 --------------- NET INCREASE 385,920 Net assets available for benefits Beginning of year 1,351,307 --------------- End of year $ 1,737,227 ===============
See accompanying notes to financial statements. 3. 5 MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 1 - DESCRIPTION OF PLAN The following description of the Mercantile Bank of West Michigan 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan was established by the plan sponsor, Mercantile Bank of West Michigan (the Bank), effective January 1, 1998. The Bank acts as trustee for the Plan assets. The Plan is a defined contribution plan which covers all employees who have completed one hour of service. The Plan has a contributory 401(k) portion based on elective contributions from participants in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions: Elective deferrals by participants under the 401(k) provisions are based on a percentage of their compensation as defined in the Plan agreement which are subject to certain limitations. Employees also may rollover account balances from other plans into their account. The Bank may, at the sole discretion of the Board of Directors, contribute to each participant's account a matching contribution which is a percentage of the participant's elective contribution for the year. For 1999, the Bank made matching contributions equal to 100% of the first 4% of the compensation deferred by each 401(k) participant subject to certain limitations as specified in the Plan agreement. The Plan was amended in 2000 to allow the Bank to make matching contributions equal to 100% of the first 5% of compensation. Participant Accounts: Each participant's account is credited with the participant's contributions and allocation of (a) the Bank's contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the aggregate of the participants' deferrals and rollovers and employer matching contributions. Investment options: Participants may direct, on a quarterly basis, the trustee to invest their elective 401(k) contributions as well as employer matching contributions to the Plan in any of the available investment options. Participants can individually determine their investment options based on desired level of risk and return for all contributions (employer and employee) to the Plan. For 1999, each participant had a self-directed account in addition to the investment options offered by the Plan. This gave participants the option to invest their contributions (employer and employee) to purchase common stock of Mercantile Bank Corporation or any other stock. As of December 31, 1999, all Plan participants had opted to invest in Mercantile Bank Corporation common stock within their self-directed accounts. The Plan was amended during 2000 so that participants no longer have the option to invest in common stock other than that of Mercantile Bank Corporation. Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability while employed. (Continued) 4. 6 MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 1 - DESCRIPTION OF PLAN (Continued) Vesting: Participants are immediately vested in their elective and employer contributions plus actual earnings thereon. Payment of Benefits: A participant or his or her beneficiary receives the vested portion in the participant's account in a lump sum. A participant may receive the portion of his or her account invested in Mercantile Bank Corporation in stock or cash. Loan Provisions: The Plan provides that participants can borrow funds against their account balances up to 50% of their vested account balance, or $50,000, whichever is less. Expenses: Substantially all administrative expenses are paid by the Plan sponsor. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principles and policies which significantly affect the determination of net assets and results of operations are summarized below. Investment Valuation and Income Recognition: Investments are stated at fair value. Mutual fund shares and Mercantile Bank Corporation common stock are traded on national exchanges or quotation exchanges and are valued at the last sales price on the date of valuation. 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. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates. It is at least reasonably possible that a significant change may occur in the near term for the estimates of investment valuation. Payment of Benefits: Benefits are recorded when paid. NOTE 3 - PLAN TERMINATION Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and its related regulations. (Continued) 5. 7 MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 4 - INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets.
--------------------December 31,------------------- 2 0 0 0 1 9 9 9 ------- ------- Number of Fair Number of Fair Shares Value Shares Value ------ ----- ------ ----- INVESTMENTS, AS DETERMINED BY QUOTED MARKET PRICE Franklin Growth fund 4,227 $ 148,067 4,310 $ 147,421 Franklin Small Cap Growth Fund 4,192 164,884 1,687 73,624 Mutual Beacon fund 26,924 359,171 25,241 347,939 Templeton Growth fund 5,588 102,763 12,079 238,085 Templeton Foreign fund 14,195 146,777 1,740 19,540 Mercantile Bank Corporation common stock 55,469 658,694 35,543 457,455
During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by ($13,044) as follows: Mutual funds $ 9,906 Common stock (22,950) -------------- $ (13,044) ==============
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS Parties-in-interest are defined under Department of Labor (DOL) regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. Professional fees for the administration and audit of the Plan are paid by the Bank. The 55,469 and 35,543 shares of Mercantile Bank Corporation common stock held by the Plan as of December 31, 2000 and 1999 represents approximately 2.14% and 1.44% of the Corporation's outstanding shares as of December 31, 2000 and 1999. No cash dividends were paid to the Plan by Mercantile Bank Corporation during 2000 and 1999. As of December 31, the Plan held the following party-in-interest investments (at fair value):
2000 1999 ---- ---- Stifel, Nicolaus Money Market fund $ 3,143 $ 1,422 Mercantile Bank Corporation common stock; 55,469 shares and 35,543 shares in 2000 and 1999, respectively 658,694 457,455
(Continued) 6. 8 MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 6 - TAX STATUS The Mercantile Bank of West Michigan 401(k) Plan is a prototype plan, and uses a standardized Plan document developed by Roney & Co. The Internal Revenue Service (IRS) has determined and informed Roney & Co. by letter dated April 19, 1993, that the prototype plan is designed in accordance with the applicable sections of the Internal Revenue Code (IRC) for tax exempt status. Management of the Corporation and its tax counsel believe the Plan is being operated in accordance with the terms of the Plan document. The Plan was amended during 2000, and the Plan has filed an application with the IRS to request a revised determination letter. NOTE 7 - TERMINATED PARTICIPANTS Included in net assets available for benefits are amounts allocated to individuals who have withdrawn from the Plan. Amounts allocated to these participants were $9,481 and $9,846 at December 31, 2000 and 1999, respectively. NOTE 8 - PLAN AMENDMENT Effective January 1, 2000, the Plan was amended to allow the Bank to make matching contributions equal to 100% of the first 5% of the compensation deferred by each 401(k) participant subject to certain limitations as specified in the Plan agreement. Effective January 1, 2000, the Plan was amended to no longer allow participants to invest contributions in common stock other than Mercantile Bank Corporation stock within their self-directed accounts. As of December 31, 1999, all Plan participants had opted to invest in Mercantile Bank Corporation common stock within their self-directed accounts. 7. 9 MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR December 31, 2000 Attachment to Form 5500, Schedule H, Part IV, Line 4i Name of plan sponsor: Mercantile Bank of West Michigan Employer identification number: 38-3360868 Three-digit plan number: 001
(b) Identity of Issuer, (e) Borrower, Lessor, (c) (d) Current (a) or Similar Party Shares/Units Cost Value - --- ---------------- ------------ ---- ----- Franklin Growth 4,227 shares $ 148,067 Franklin Small Cap 4,192 164,884 Mutual Beacon 26,924 359,171 Templeton Foreign 14,195 146,777 Templeton Growth 5,588 102,763 Franklin U.S. Government 3,542 23,943 * Stifel, Nicolaus Money Market 3,143 3,143 Franklin Blue Chip 4,719 74,468 Franklin Large Cap 1,208 16,240 Franklin Balance Sheet 710 25,317 * Mercantile Bank Corporation common stock 55,469 658,694
* Party in interest (d) Cost information not required; participant directed. 8. 10 SIGNATURES 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. MERCANTILE BANK OF WEST MICHIGAN 401(K) PLAN Date: June 27, 2001 /s/ Gerald R. Johnson, Jr. ---------------------------------- Gerald R. Johnson, Jr., Trustee 11 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 23 Consent of Independent Public Accountants EX-23 2 k63510ex23.txt CONSENT OF INDEPENDENT ACCOUNTANTS 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in Registration Statement No. 333-75521 of Mercantile Bank Corporation on Form S-8 of our report dated April 11, 2001, included in this Annual Report on Form 11-K of Mercantile Bank of West Michigan 401(k) Plan for the year ended December 31, 2000. /s/ Crowe, Chizek and Company LLP Grand Rapids, Michigan June 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----