NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2019 AND 2018
The following description of the Regal Beloit Retirement Savings Plan (the “Plan”) is provided for general information purposes only. More complete information regarding the Plan's provisions may be found in the Plan document. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
General - The Plan is a defined contribution plan which allows eligible employees to defer compensation as permitted under Section 401(k) of the Internal Revenue Code (the “IRC”). The Plan covers substantially all US based employees of Regal Beloit Corporation (the “Company”). Additional information on eligibility can be found in the plan document.
On July 1, 2019, the Company divested its vapor recovery business. As a result of this divestiture, the account balances of Plan participants who were employees of the divested business were transferred to a qualified successor plan.
Effective December 31, 2019, the Regal Power Transmission Solutions 401(k) Plan merged into the Plan; as a result of this merger $61,664,417 of assets were transferred into the Plan on January 2, 2020.
Plan Administration - Wells Fargo Institutional Retirement and Trust (the “Trustee”) is the trustee, custodian, and recordkeeper for the Plan. Overall responsibility for administering the Plan rests with the Retirement Plan Committee.
Contributions - Eligible employees can contribute an amount of up to 100% of eligible compensation as defined by the Plan subject to certain limitations under the IRC on a pre-tax and/or after-tax Roth basis. Union employees may be subject to limitations under their collective bargaining agreements. The Plan also allows “catch-up” contributions for those participants age 50 or over, in addition to the actual deferral amount.
The Plan has implemented the Automatic Enrollment feature as allowed pursuant to the Pension Protection Act of 2006. This auto enrollment is applicable to all employees newly eligible to participate in the Plan who are not subject to a separate union agreement. These participants are auto enrolled for a 6% payroll deferral. These contributions are defaulted in the Vanguard Lifestyle fund based on the employee's age absent an investment fund election.
Participating employees receive an employer match contribution equal to 100% of the first 1% contributed by the employee and a 50% match on the next 5% of the employee's deferral. For Wausau employees represented by Local 1791 I.B.E.W., the Company makes a matching contribution of 50% of a participant's deferral up to 5% of pretax eligible income, if hired before September 1, 2007 and if hired on or after September 1, 2007, the Company makes a 50% matching contribution of the participant's deferral up to 6% of pretax annual eligible income.
Employees who previously participated in Company sponsored defined benefit plans or became eligible to participate in the Plan through acquisition may receive an additional Company contribution as noted in the plan document.
Vesting - Participants at all times have a fully vested interest in individual contribution accounts. Company matching and discretionary contributions are subject to a two year cliff vesting. For Wausau employees represented by Local 1791 I.B.E.W., and production employees at Hub City, Company contributions are subject to a three year cliff vesting. Union employees at the Milwaukee Gear locations are subject to a vesting schedule of 20% after one year, 40% after two years, 60% after three years, 80% after four years, and 100% after five years on Company contributions. Corporate and Mechanical Group Profit Sharing balances and Added Value Nonelective Contribution balances have a six year step vesting. Employees of the Electrical Products Company acquired from A.O. Smith Corporation who are eligible for employer nonelective contributions were credited with years of vesting service with A.O. Smith Corporation. All participant accounts become fully vested at the time of death or disability.
Forfeited Accounts - At December 31, 2019 and 2018 forfeited nonvested accounts totaled $118,491 and $19,278, respectively. In the event of a forfeited account, the forfeitures are used to reduce employer contributions in the Plan up to one year following the Plan year in which the forfeitures occur. Forfeitures used during 2019 and 2018 were $354,579 and $288,037, respectively.
Benefit Payments - Participants may withdraw their account balance upon retirement, death, disability, termination of employment, or attainment of age 59-1/2. Participants having any immediate and heavy financial hardship without any other source of funds may request a hardship withdrawal of their 401(k) contributions. Participant's vested and nonforfeitable balances will be distributable to the participant upon termination of employment if the balance is less than $1,000. If the vested balance exceeds $1,000, but it is less than $5,000, the Plan must transfer to an Individual Retirement Account unless the participant elects to receive a distribution. If the vested balance exceeds $5,000, distribution will be made only if the participant consents.
Participant Accounts - Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, any Company matching contribution, allocations of Company discretionary contributions and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Investment Options - All investments are participant-directed and participants are able to change their investment options in 1% increments. A complete listing of investment options is available in the attached supplemental schedule: Schedule of Assets (Held at End of Year).
Participant Notes - The Plan permits a participant to borrow from his or her individual account an amount limited to 50% of the vested account balance, up to $50,000. The minimum loan amount is $1,000. Interest at prevailing market rates (ranging from 3.49% to 7.50% as of December 31, 2019 and 3.25% to 9.50% as of December 31, 2018) is charged on the loan. Only one loan is allowed at any time, and the maximum term is five years, unless the loan is used for the acquisition of the participant's primary residence, for which the term of the loan may be extended beyond the five year period. No allowance for credit losses has been recorded as of December 31, 2019 and 2018.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.
Use of Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan's management to make estimates and assumptions that affect the reported amounts of Plan assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting periods. Actual results could differ from these estimates.
Risks and Uncertainties - The Plan invests in various investment instruments, including mutual funds, collective trust funds and Company common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of certain investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition - The Plan's investments are stated at fair value. Shares of stock and mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. The collective trust funds are stated at fair value as determined by the issuer of the collective trust funds based on the fair market value of the underlying investments.
The Wells Fargo Stable Return Fund is a stable value collective trust fund. The Wells Fargo Stable Return Fund is primarily invested in traditional and synthetic guaranteed investment contracts. Traditional contracts are typically issued by insurance companies or banks and are essentially nonmarketable deposits with the issuing entity. The issuer is contractually obligated to repay the principal and stated interest. The repayment of a traditional contract is the sole responsibility of the issuing entity. In the case of a synthetic guaranteed investment contract, the fund purchases high-quality debt obligations and enters into contractual arrangements with third parties to provide a guarantee of book (contract) value and specified interest. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. The credited interest rate was 2.59% and 2.43% at December 31, 2019 and 2018, respectively.
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.
Benefit Payments - Benefit payments to participants are recorded when paid. There were no amounts payable to participants who elected to withdraw from the Plan but had not been paid at December 31, 2019 or December 31, 2018.
Administrative Expenses - The Plan pays all administrative expenses, which are expensed as incurred.
Plan Termination - The Company may terminate the Plan at any time. Distribution upon termination or complete discontinuance of contributions will be made in a manner selected by the Trustee. Presently, the Company has no intention to terminate the Plan. In the event that the Plan is terminated, participants would become 100% vested in their accounts.
Notes Receivable from Participants - Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the plan document.
Subsequent Events - The Company has evaluated subsequent events from December 31, 2019 through the date these financial statements were issued. The Company is not aware of any additional subsequent events, except as noted below, that would require recognition or disclosure in the financial statements.
Effective December 31, 2019, the Regal Power Transmission Solutions 401(k) Plan merged into the Plan; as a result of this merger $61,664,417 of assets were transferred into the Plan on January 2, 2020.
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. The spread of COVID-19 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Plan is unable to determine if it will have a material impact to its operations.
In response to the COVID-19 pandemic, Congress passed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) in March 2020. The CARES Act allows the access to retirement savings and suspension of required minimum distributions. The Plan adopted the coronavirus-related distributions up to $100,000 per individual, the suspension of loan payments through the end of 2020, and the suspension of required minimum distributions in 2020. In addition the Plan increased the participant note limit to $100,000 through September 23, 2020.
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3.
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FAIR VALUE MEASUREMENTS
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In accordance with the Financial Accounting Standards Board's statement on Fair Value Measurements, the Plan classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets, Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available, and Level 3, which refers to securities valued based on significant unobservable inputs. At December 31, 2019 and 2018, the Plan's portfolio investments were classified as follows based on fair values:
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Plan Assets
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Fair Value Measurement Reporting
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December 31, 2019
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Balance
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Level 1
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Level 2
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Level 3
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Mutual funds
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$
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282,001,460
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|
$
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282,001,460
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|
$
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—
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|
$
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—
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|
Regal Beloit Corporation Common Stock
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14,389,928
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|
14,389,928
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—
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—
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Money market fund
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294,807
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|
—
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294,807
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|
—
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Total
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$
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296,686,195
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$
|
296,391,388
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$
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294,807
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|
$
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—
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Investments measured at net asset value
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92,477,631
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|
|
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Total investments
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$
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389,163,826
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Plan Assets
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Fair Value Measurement Reporting
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December 31, 2018
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Balance
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Level 1
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Level 2
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Level 3
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Mutual funds
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$
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277,095,265
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|
$
|
277,095,265
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|
$
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—
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|
$
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—
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|
Regal Beloit Corporation Common Stock
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14,267,574
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|
14,267,574
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|
—
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—
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Money market funds
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206,344
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|
—
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|
206,344
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|
—
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Total
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$
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291,569,183
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|
$
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291,362,839
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|
$
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206,344
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|
$
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—
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Investments measured at net asset value
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100,170,890
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|
|
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Total investments
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$
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391,740,073
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The following table summarizes the fair value measurements of investments held in the Plan that were calculated using a net asset value per share:
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Fair Value Estimated Using Net Asset Value per Share
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December 31, 2019
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Redemption
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Unfunded
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Redemption
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Notice
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Investment
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Fair Value
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Commitment
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Frequency
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Period
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Collective trust funds
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$
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92,477,631
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|
$
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—
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Immediate
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None
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|
$
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92,477,631
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|
$
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—
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Estimated Using Net Asset Value per Share
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|
December 31, 2018
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|
|
|
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Redemption
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Unfunded
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Redemption
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Notice
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Investment
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Fair Value
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Commitment
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Frequency
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Period
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Collective trust funds
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$
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100,170,890
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|
$
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—
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Immediate
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None
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|
$
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100,170,890
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|
$
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—
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|
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The collective trust funds are investments in the Wells Fargo Stable Return Fund, Voya Mid Cap Growth Share Class 2 CIT, Boston Partners Large Cap Value Equity Fund, and the Redwood Invst US Small Cap Growth Equity Fund. The Wells Fargo Stable Return Fund seeks to provide a moderate level of stable income without principal volatility. The Voya Mid Cap Growth Share Class 2 CIT seeks to outperform its benchmark over a full market cycle by investing in companies with strong and accelerating business momentum, increasing market acceptance and attractive valuations. The Boston Partners Large Cap Value Equity Fund seeks to outperform its benchmark index over a market cycle by investing in companies that have low valuations, strong fundamentals and positive business momentums. The Redwood Invst US Small Cap Growth Equity Fund seeks long-term capital appreciation which exceeds its benchmark through investments in small market capitalization U.S. stocks.
4. PARTICIPANT ACCOUNTING
Participant recordkeeping is performed by Wells Fargo Institutional Retirement and Trust (“Wells Fargo”). For all investment programs other than the Regal Beloit Corporation Unitized Stock Fund (the “Fund”), Wells Fargo maintains participant balances on a share method. Participant investments in the Fund are accounted for on a unit value method. The unit value for the Fund is computed based on the share price, dividend information, and the value of the Fund's short term investments. At December 31, 2019 and 2018, the Plan held 123,111 units and 149,901 units, respectively, of the Fund. The Fund invests in shares of Regal Beloit Corporation common stock and held 168,087 shares and 203,677 shares at December 31, 2019 and 2018, respectively. In addition to Regal Beloit Corporation common stock, the Fund also invests in the Wells Fargo Short Term Investment Fund. Dividend income recorded by the fund for the years ended December 31, 2019 and 2018 was $223,362 and $220,710 respectively.
The Plan received a favorable IRS determination letter from the IRS on April 13, 2015. The Company and Plan's management believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements.
Accounting principles generally accepted in the United States of America 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 United States Internal Revenue Service. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2019 and 2018, there are no uncertain positions
taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
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6.
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EXEMPT PARTY-IN-INTEREST TRANSACTIONS
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Certain Plan investments are shares of a collective trust fund and money market fund that are managed by Wells Fargo. Wells Fargo is the trustee of the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management and recordkeeping service are included as a reduction of the return earned by each fund. In addition, the Plan invests in securities of the Company. These transactions are not considered prohibited transactions by statutory exemption under ERISA regulations.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following table reconciles the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets available for Benefits to the Form 5500.
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Year Ended
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2019
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2018
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Total Net Assets Per Form 5500
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$
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396,209,223
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|
|
$
|
400,259,064
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Defaulted Loans
|
150,108
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|
|
188,831
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Net Assets Per Statements of Net Assets Available for Benefits
|
$
|
396,359,331
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$
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400,447,895
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|
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Year Ended
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2019
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Net Increase Per Form 5500
|
$
|
2,231,224
|
|
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Defaulted Loans
|
(38,723
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)
|
|
Net Increase Per Statement of Changes in Net Assets Available for Benefits
|
$
|
2,192,501
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SUPPLEMENTAL SCHEDULE
FURNISHED PURSUANT TO
DEPARTMENT OF LABOR'S RULES AND REGULATIONS