SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________________________ to
_________________________
Commission file number 0-25422
A. Full title of the plan and the address of the
plan, if different from that of the issuer
named below:
PAB Bankshares, Inc.
Employee Retirement Benefit Plan
B. Name of issuer of the securities held pursuant
to the plan and the address of its principal
executive office:
PAB Bankshares, Inc.
3250 North Valdosta Road
Valdosta, GA 31602
<PAGE> 2
REQUIRED INFORMATION
The following financial statements and supplemental schedules for the PAB
Bankshares, Inc. Employee Retirement Benefit Plan are being filed herewith:
Description Page
----------- ----
Index to Financial Statements 3
Audited Financial Statements:
-----------------------------
Independent Auditor's Report 4
Statements of Net Assets Available for Benefits at
December 31, 1999 and 1998 5
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 1999 6
Notes to Financial Statements 7-10
Supplemental Schedules:
-----------------------
Schedule of Assets Held for Investment Purposes at
End of Year December 31, 1999 11
Schedule of Investments Representing Five Percent or More of
the Plan's Total Assets At End of Year December 31, 1999 12
Schedule of Investment Assets Both Acquired and Disposed
of Within the Plan Year Ended December 31, 1999 13
<PAGE> 3
PAB Bankshares, Inc. Employee Retirement Benefit Plan
Report on Audits of Financial Statements and Supplemental Schedules
Index to Financial Statements
Year Ended December 31, 1999
----------------------------
Independent Auditor's Report 4
Financial Statements
--------------------
Statements of Net Assets Available for Benefits 5
Statement of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7-10
Supplementary Schedules
-----------------------
Schedule of Assets Held for Investment Purposes 11
Schedule of Investments Representing Five Percent or More
of the Plan's Total Assets 12
Schedule of Investment Assets Both Acquired and Disposed
of Within the Plan Year 13
<PAGE> 4
INDEPENDENT AUDITOR'S REPORT
----------------------------
R. Bradford Burnette, Trustee
PAB Bankshares, Inc.
Employee Retirement Benefit Plan
Valdosta, Georgia
We have audited the accompanying statements of net assets available for
benefits of PAB Bankshares, Inc. Employee Retirement Benefit Plan as of
December 31, 1999 and 1998, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1999. 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, 1999 and 1998, and the changes in net assets available
for benefits for the year ended December 31, 1999, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
investments held for investment purposes as of December 31, 1999, schedule
of investments representing five percent or more of the plan's total assets
as of December 31, 1999 and schedule of investment assets both acquired and
disposed of within the plan year for the year ended December 31, 1999 are
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 schedules have 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/ Stewart, Fowler & Stalvey, P.C.
-----------------------------------
Valdosta, Georgia
August 8, 2000
<PAGE> 5
<TABLE>
PAB BANKSHARES, INC.
EMPLOYEE RETIREMENT BENEFIT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
<CAPTION>
DECEMBER 31,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
Assets:
Investments:
At fair value:
Common stocks $ 189,897 136,112
Participant notes receivable 164,250 170,158
---------- ----------
354,147 306,270
At contract value:
Investment contract with insurance company 5,846,506 4,377,748
---------- ----------
Total Investments 6,200,653 4,684,018
---------- ----------
Receivables:
Employer's contributions 205,237 136,155
Participants contributions 0 5,764
---------- ----------
Total Receivables 205,237 141,919
---------- ----------
Cash 84 216
---------- ----------
Total Assets 6,405,974 4,826,153
Liabilities 0 0
---------- ----------
Net Assets Available For Benefits $6,405,974 4,826,153
========== ==========
</TABLE>
<PAGE> 6
<TABLE>
PAB BANKSHARES, INC.
EMPLOYEE RETIREMENT BENEFIT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999
----------------------------
<S> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 13,636
Dividends 2,341
Investment gains 836,268
----------
852,245
----------
Contributions:
Employer's 413,549
Participants 335,075
----------
748,624
----------
Transfers from other benefit plans 160,234
----------
Total Additions 1,761,103
----------
Deductions From Net Assets Attributed To:
Benefits Paid To Participants 122,532
Net appreciation (depreciation) in fair value of investments 58,750
----------
Total Deductions 181,282
----------
Net Increase 1,579,821
Net Assets Available For Benefits:
Beginning of Year 4,826,153
----------
End of Year $6,405,974
==========
</TABLE>
<PAGE> 7
PAB BANKSHARES, INC.
EMPLOYEE RETIREMENT BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------------------
Note 1 - Description of Plan
----------------------------
The following description of PAB Bankshares, Inc. Employee Retirement
Benefit 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 full-time
employees of PAB Bankshares, Inc., who have completed one year of service
and are age twenty-one or older. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: Each year, participants may contribute up to 15 percent of
pretax annual compensation, as defined in the Plan. Participants may also
contribute amounts representing distributions from other qualified defined
benefit or contribution plans. The Company makes discretionary matching
contributions as determined annually by the Board. Additional amounts may
be contributed at the option of the Company's Board.
Participant Accounts: Each participant's account is credited with the
participants contribution and an allocation of (a) the Company's
contribution, (b) Plan earnings and, (c) forfeitures of terminated
participants nonvested accounts and charged with an allocation of
administrative expense. Allocations are based on participant 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 their contributions plus
actual earnings thereon. Vesting in the Company's contribution portion of
their accounts plus actual earnings thereon is based on years of continuous
service. A participant is 100% vested after six years of credited service.
Participant 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 percent of their non-forfeitable accrued account balance. Loan terms
are five years, except for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and bear interest at
a rate commensurate with local prevailing rates as determined by the Plan
Administrator. Principal and interest is paid ratably through monthly
payroll deductions.
Payment of Benefits: On termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of the participant's
vested interest in his or her account, or the participant may choose from a
variety of annuity options.
Forfeited Accounts: At December 31, 1999, forfeited nonvested accounts
totaled $37,891. These accounts may be used to reduce future employer
contributions. Also, in 1999, active participants' accounts were credited
with $15,386 from forfeited nonvested accounts.
<PAGE> 8
Note 1 - Description of Plan (continued)
----------------------------------------
Investment Options: Upon enrollment in the Plan, a participant may direct
employee contributions in the following investment options:
Nationwide Life Insurance Company Investment Contract - Funds are
invested in a guaranteed investment contract with an insurance company.
Participants are allowed to direct the allocation of their deferral
contributions among a selection of ten investment options within the
contract.
PAB Bankshares, Inc. Stock - Funds are invested in the common stock of
PAB Bankshares, Inc.
Participants may periodically change their investment selections.
Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------
Basis of Accounting: The financial statements of the Plan are prepared
using the accrual method of accounting.
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. Accordingly, actual results may differ from those estimates.
Investment Valuation and Income Recognition: The Plan's investments are
stated at fair value except for its investment contract with the insurance
company which is valued at contract value. The Company stock is valued at
its quoted market price. Participant notes receivable are valued at cost
which approximates fair value.
Payment of Benefits: Benefits are recorded when paid.
Plan Administration Costs: Significant costs of plan administration are
absorbed by the Plan Sponsor.
Note 3 - Investment Contract With Insurance Company
---------------------------------------------------
In 1995, the Plan entered into an investment contract with Nationwide Life
Insurance Company (Nationwide). Nationwide maintains the contributions in a
pooled account. The account is credited with earnings on the underlying
investments and charged for Plan withdrawals and administrative expenses
charged by Nationwide. The contract is included in the financial statements
at contract value, which approximates fair value, as reported to the Plan by
Nationwide. Contract value represents contributions made under the
contract, plus earnings (including appreciation in fair value of
investments), less Plan withdrawals and administrative expenses. There are
no reserves against contract value for credit risk of the contract issuer or
otherwise. The fair value of the investment contract at December 31, 1999
and 1998 was $5,846,506 and $4,377,748, respectively. The average yield was
approximately 17% during 1999.
<PAGE> 9
Note 4 - Investments
--------------------
Except for its investment contract with an insurance company (Note 3), the
Plan's investments are held in a trust fund. The following table presents
investments. Investments that represent five percent or more of the Plan's
net assets are separately identified.
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
Investments At Fair Value as Determined
By Quoted Market Price:
PAB Common Stock, 14,264 and 7,308
shares, respectively $ 189,897 136,112
Investments At Estimated Fair Value:
Participant Notes Receivable 164,250 170,158
Investment At Contract Value:
Investment Contract With Nationwide
Life Insurance Company, #065-01001 5,846,506 4,377,748
---------- ----------
Total Investments $6,200,653 4,684,018
========== ==========
</TABLE>
During 1999, the Plan's investments (including investments bought, sold and
held during the year) depreciated in value by $58,750 as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
----------
<S> <C>
Investments At Fair Value As Determined
By Quoted Market Price:
Common Stocks $ (58,750)
==========
</TABLE>
Note 5 - Related Party and Party-In-Interest Transactions
---------------------------------------------------------
There were no related party and party-in-interest transactions for the year
ended December 31, 1999, other than the Plan's investments in shares of
common stock of PAB Bankshares, Inc.
Note 6 - Plan Termination
-------------------------
Although it has not expressed any intent to do so, the Company 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 Plan
termination, participants will become 100% vested in their accounts.
<PAGE> 10
Note 7 - Tax Status
-------------------
The Plan obtained its latest determination letter on May 4, 1998, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter.
However, the Plan Administrator and the Plan's tax counsel believe that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
<PAGE> 11
<TABLE>
PAB BANKSHARES, INC.
EMPLOYEE RETIREMENT BENEFIT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
-----------------
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION CURRENT
LESSOR, OR SIMILAR PARTY OF INVESTMENT COST VALUE
---------------------------- ------------------------ ---------- ----------
<C> <C> <C> <C>
Raymond James & Associates, Money Market Account $ 84 $ 84
Inc.
Nationwide Life Insurance Pooled Separate Accounts 5,846,506 5,846,506
Company
PAB Bankshares, Inc.(*) Common Stock 248,647 189,897
Participant Loans 7.75% - 8.50% 0 164,250
</TABLE>
(*) Denotes party-in-interest
<PAGE> 12
<TABLE>
PAB BANKSHARES, INC.
EMPLOYEE RETIREMENT BENEFIT PLAN
SCHEDULE OF INVESTMENTS REPRESENTING FIVE PERCENT OR
MORE OF THE PLAN'S TOTAL ASSETS
DECEMBER 31, 1999
-----------------
<S> <C>
Pooled Separate Accounts $5,846,506
</TABLE>
<PAGE> 13
<TABLE>
PAB BANKSHARES, INC.
EMPLOYEE RETIREMENT BENEFIT PLAN
SCHEDULE OF INVESTMENT ASSETS BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN
YEAR
YEAR ENDED DECEMBER 31, 1999
----------------------------
<CAPTION>
IDENTITY OF ISSUE,
BORROWER, LESSOR DESCRIPTION OF COST OF PROCEEDS OF
OR SIMILAR PARTY INVESTMENT ACQUISITIONS DISPOSITIONS
------------------ ------------------ --------------- ------------
<C> <C> <C> <C>
- NONE -
</TABLE>
<PAGE> 14
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.
PAB BANKSHARES, INC.
EMPLOYEE RETIREMENT BENEFIT PLAN
Date: December 11, 2000 By: /s/R. Bradford Burnette
-----------------------
R. Bradford Burnette, Trustee
