-----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, VkPH9Qruezt+9otse9F1VbXXiu48tRhpy0Pt/DkmlcNqYvnMrW3UHplg8I+D+QEn mm+HxdRMacQqRMRWzaCkuA== 0000950124-04-002925.txt : 20040624 0000950124-04-002925.hdr.sgml : 20040624 20040624172553 ACCESSION NUMBER: 0000950124-04-002925 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040624 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: 1934 Act SEC FILE NUMBER: 000-26719 FILM NUMBER: 04880230 BUSINESS ADDRESS: STREET 1: 5650 BYRON CENTER AVENUE S. W. CITY: WYOMING STATE: MI ZIP: 49509 BUSINESS PHONE: 616 406-3777 MAIL ADDRESS: STREET 1: 5650 BYRON CENTER AVENUE S. W. CITY: WYOMING STATE: MI ZIP: 49509 11-K 1 k86328e11vk.txt ANNUAL REPORT FOR MERCANTILE BANK 401(K) PLAN 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 [NO FEE REQUIRED] For the fiscal year ended December 31, 2003 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 5650 BYRON CENTER AVENUE, S.W. WYOMING, MICHIGAN 49509 (616) 406-3777 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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. 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, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with U.S. 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 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 2003 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2003 financial statements as a whole. /s/ Crowe Chizek and Company LLC -------------------------------- Crowe Chizek and Company LLC Grand Rapids, Michigan May 6, 2004 1. MERCANTILE BANK OF WEST MICHIGAN 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2003 and 2002
2003 2002 ----------- ----------- ASSETS Investments, at fair value (Note 4) Common stock $ 4,507,385 $ 2,353,435 Mutual funds 2,089,361 1,347,004 Participant loans 14,085 -- ----------- ----------- 6,610,831 3,700,439 Receivables Employer contribution -- 19,288 Participant contribution -- 32,967 Accrued income (442) -- ----------- ----------- (442) 52,255 Cash/cash equivalents 34,513 -- ----------- ----------- Total assets 6,644,902 3,752,694 LIABILITIES Due to custodian for securities purchased -- 22,826 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 6,644,902 $ 3,729,868 =========== ===========
See accompanying notes to financial statements. 2. MERCANTILE BANK OF WEST MICHIGAN 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2003 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income Net appreciation in fair value of investments (Note 4) $1,928,851 Dividends - cash 37,195 Dividends - stock 125,075 ---------- Total income 2,091,121 Contributions Employer 326,659 Participants 537,451 Rollovers from other plans 245,594 ---------- Total contributions 1,109,704 ---------- Total additions 3,200,825 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 285,791 ---------- Total deductions 285,791 ---------- NET INCREASE 2,915,034 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 3,729,868 ---------- End of year $6,644,902 ==========
See accompanying notes to financial statements. 3. MERCANTILE BANK OF WEST MICHIGAN 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 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 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 2003, the Bank made 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. Participant Accounts: Each participant's account is credited with the participant's contributions and an 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. Each participant directs the investment of his or her account to any of the investment options available under the Plan. Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability while employed. 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 a distribution of the participant's account balance in a lump sum. A participant may receive the portion of his or her account invested in Mercantile Bank Corporation in either common shares or cash. Loan Provisions: The Plan provides that participants can borrow funds against their account balances up to 50% of their vested balance, or $50,000, whichever is less. Expenses: All administrative expenses are paid by the Plan sponsor. (Continued) 4. MERCANTILE BANK OF WEST MICHIGAN 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting in accordance with U.S. generally accepted accounting principles. Investment Valuation and Income Recognition: The Plan's 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. Participant loans are stated at cost which approximates fair value. 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 U.S. 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. Investment valuation estimates are particularly subject to change in the near term. Risks and Uncertainties for Investments: The Plan has investments in mutual funds and stocks. These 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 the amounts reported in the statements of net assets available for benefits and participants' individual account balances. Concentration of Credit Risk: At December 31, 2003 approximately 68% of the Plan's assets were invested in Mercantile Bank Corporation common stock. 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. In the event of the Plan's termination, participants will be 100% vested in their accounts. (Continued) 5. MERCANTILE BANK OF WEST MICHIGAN 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 4 - INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets.
2003 2002 ---- ---- Number of Fair Number of Fair Shares Value Shares Value ------ ----- ------ ----- MUTUAL FUNDS Mutual Beacon fund 43,946 $ 629,743 41,074 $ 462,905 COMMON STOCK Mercantile Bank Corporation common stock 123,490 4,507,385 99,511 2,353,435
During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $1,928,851 as follows: Mutual funds $ 578,288 Common stock 1,350,563 ---------- $1,928,851 ==========
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 123,490 and 99,511 shares of Mercantile Bank Corporation common stock held by the Plan as of December 31, 2003 and 2002 represents approximately 1.81% and 1.84% of the Corporation's outstanding shares as of December 31, 2003 and 2002. Cash dividends of $37,195 were paid to the Plan by Mercantile Bank Corporation during 2003. A 5% stock dividend was declared and paid by Mercantile Bank Corporation during 2003. As a result of this stock dividend, Mercantile Bank Corporation issued 5,003 additional shares of Mercantile Bank Corporation common stock to the Plan. As of December 31, the Plan held the following party-in-interest investments (at fair value):
2003 2002 ---- ---- Mercantile Bank Corporation common stock; 123,490 and 99,511 shares in 2003 and 2002, respectively $4,507,385 $2,353,435
(Continued) 6. MERCANTILE BANK OF WEST MICHIGAN 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 and 2002 NOTE 6 - TAX STATUS The Internal Revenue Service has determined and informed the Bank by letter dated June 1, 2001, that the Plan and related trusts are designed in accordance with the applicable sections of the Internal Revenue Code (IRC) for tax exempt status. The Plan administrator believes that the plan is designed and is currently being administered in accordance with applicable provisions of the IRC. NOTE 7 - TERMINATED PARTICIPANTS Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan, but who have not yet been paid. Plan assets allocated to these participants were $54,861 and $663 at December 31, 2003 and 2002, respectively. (Continued) 7. MERCANTILE BANK OF WEST MICHIGAN 401(k) PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2003 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
(c) Description of Investment Including (b) Maturity Date, Rate Identity of Issuer, of Interest, Collateral, (e) Borrower, Lessor, Par, or (d) Current (a) or Similar Party Maturity Value Cost Value - --- ---------------- -------------- ---- ----- MUTUAL FUNDS Franklin Templeton Investments Franklin Growth fund, 8,043 shares # $ 244,834 Franklin Templeton Investments Franklin Small Mid Cap Growth fund, 8,969 shares # 271,056 Franklin Templeton Investments Franklin U.S. Government fund, 9,767 shares # 65,926 Franklin Templeton Investments Franklin Blue Chip fund, 11,207 shares # 151,407 Franklin Templeton Investments Franklin Capital Growth fund, 7,610 shares # 78,917 Franklin Templeton Investments Franklin Balance Sheet fund, 2,108 shares # 100,284 Franklin Templeton Investments Templeton Foreign fund, 23,846 shares # 253,719 Franklin Templeton Investments Templeton Growth fund, 11,599 shares # 239,758 Franklin Templeton Investments Mutual Beacon fund, 43,946 shares # 629,743 Heritage Heritage Cash Trust, 53,717 shares # 53,717 ----------- 2,089,361 COMMON STOCK * Mercantile Bank Corporation Common stock, 123,490 shares # 4,507,385 * Participants loans Bearing interest at 4.25% 14,085 ----------- with a maturity date of June 15, 2012 $ 6,610,831 ===========
* Party in interest # Investments are participant directed, therefore historical cost is not required. 8. EXHIBITS TO REPORT ON FORM 11-K:
Exhibit No. Exhibit Description - ----------- ------------------- 23 Consent of Independent Public Accountants
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 21, 2004 /s/ Gerald R. Johnson, Jr. ------------------------------------- Gerald R. Johnson, Jr., Trustee EXHIBIT INDEX
Exhibit No. Exhibit Description - ----------- ------------------- 23 Consent of Independent Public Accountants
EX-23 2 k86328exv23.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement No. 333-75521 on Form S-8 of Mercantile Bank of West Michigan of our report dated May 6, 2004, which is included in this Annual Report on Form 11-K of Mercantile Bank of West Michigan 401(k) Plan for the year ended December 31, 2003. /s/ Crowe Chizek and Company LLC -------------------------------- Crowe Chizek and Company LLC Grand Rapids, Michigan June 21, 2004 -----END PRIVACY-ENHANCED MESSAGE-----