UNITED STATES
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.
Commission File Number _________
BANKUNITED FINANCIAL CORPORATION
401(k) PROFIT SHARING PLAN
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(Full title of the Plan)
BANKUNITED FINANCIAL CORPORATION
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(Name of Issuer of the securities held pursuant to the Plan)
255 Alhambra Circle
Coral Gables, Florida 33134
(Address of the Issuer's principal executive offices)
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TABLE OF CONTENTS
FINANCIAL STATEMENTS
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Report of Independent Certified Public Accountants................................................. 1
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and December 31, 1998............................................. 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1999...................................................... 3
Notes to Financial Statements...................................................................... 4
Schedules
Schedule I - Schedule of Assets Held for
Investment Purposes as of December 31, 1999......................... 10
Schedule II - Schedule of Transactions in Excess of 5% of Fair Value
of Plan Assets for the Year Ended December 31, 1999................. 11
Exhibits
23.1 Consent of PricewaterhouseCoopers LLP
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Report of Independent Certified Public Accountants
To the Participants and Administrator of the
BankUnited 401(K) Profit Sharing Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the BankUnited 401(K) Profit Sharing Plan at December 31, 1999
and 1998, and the changes in net assets available for plan benefits for the year
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. 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 of these
statements in accordance with auditing standards generally accepted in the
United States, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and transactions in excess of 5% of fair value of plan
assets are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
June 19, 2000
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BankUnited 401(K) Profit Sharing Plan
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
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1999 1998
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Assets
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Investments at market value:
Cash $ 5,968 $ -
Mutual funds 1,429,711 1,373,221
Trust company funds 64,300 79,799
Common stock 598,805 428,480
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Total investments 2,098,784 1,881,500
Contributions receivable 281,362 104,930
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Net assets available for plan benefits $ 2,380,146 $ 1,986,430
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The accompanying notes are an integral part of these financial statements.
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BankUnited 401(K) Profit Sharing Plan
Statements of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999
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Additions:
Net appreciation in investment value $ 50,447
Investment income 119,931
Contributions:
Employer 248,019
Employee 446,350
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Total additions 864,747
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Deductions:
Benefits paid to participants 734,547
Administrative expenses 11,182
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Total deductions 745,729
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Transfer from other plan 274,698
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Increase in net assets available for plan benefits 393,716
Net assets available for plan benefits:
Beginning of year 1,986,430
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End of year $ 2,380,146
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The accompanying notes are an integral part of these financial statements.
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BankUnited 401(K) Profit Sharing Plan
Notes to Financial Statements
December 31, 1999 and 1998
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1. Description of the Plan
The following description of the BankUnited 401(K) Profit Sharing Plan (the
"Plan"), provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is made
available to all eligible, full-time employees of BankUnited, FSB,
BankUnited Financial Corporation and BUFC Financial Services, Incorporated
(collectively, the "Company") who have completed 6 months of service.
The Plan offers twelve Frank Russell Investment Company funds through
Circle Trust as investment allocation options:
Equity I Fund Fixed Income III Fund
Equity II Fund International Fund
Equity III Fund Emerging Markets Fund
Equity Q Fund Real Estate Securities Fund
Fixed Income I Fund U.S. Government Money Market Fund
Fixed Income II Fund Money Market Fund
As of September 13, 1999, the Plan began offering a Personal Retirement
Choice Account through Schwab which allows the individual participant to
invest in individual stocks, bonds and mutual funds and a BankUnited
Financial Corporation stock purchase election which allows individuals to
purchase Company stock.
The Plan has a checking account which is used for benefit distributions.
The Money Market Fund is used as an intermediate account where funds are
placed until they are either distributed or invested, as needed.
The Company is the Plan Administrator. The Plan service provider is the
Ingham Group.
Participant accounts
Each participant's account is credited with any matching contributions by
the employer, employee salary deferrals, and an allocation of earnings
based upon the employee's investment elections, valued daily. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's account.
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BankUnited 401(K) Profit Sharing Plan
Notes to Financial Statements
December 31, 1999 and 1998
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Employer contributions
For each Plan year, the Company will contribute to the Plan an amount of
matching contributions determined by the Company at its discretion. The
Company may choose not to make matching contributions for a particular plan
year. The Company may cap the amount of matching contributions at a certain
dollar amount or percentage of compensation. The Company's contributions to
the Plan for the years ended December 31, 1999 and 1998 consisted of common
stock of BankUnited Financial Corporation.
The contribution receivable at December 31, 1999 and 1998 represents the
employer's and employee's contributions under the Plan.
Employee contributions
Each participant may voluntarily contribute to the Plan up to a maximum of
15% of annual cash compensation. Employee contributions are subject to an
overall annual limitation of $10,500.
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in amounts contributed by the Company for
the employee's benefit is based on continuous years of service. However, if
an active participant dies or becomes disabled prior to attaining the
normal retirement age, the participant's account becomes 100 percent
vested. The vesting schedule for the participant's share of the employer's
contribution is as follows:
Percentage
Years of Service Vested
---------------- ----------
1 0
2 25%
3 50%
4 75%
5 or more 100%
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue their 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 percent vested in their accounts.
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BankUnited 401(K) Profit Sharing Plan
Notes to Financial Statements
December 31, 1999 and 1998
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Withdrawals
Generally, vested Plan benefits not exceeding $5,000 are distributed to
participants in a single lump sum payment after employment with the Company
is terminated. If a terminated employee's benefits exceed $5,000, the
individual may elect to defer distribution until the age of 65 and may be
paid in either a lump sum or installments. As further described in the Plan
document, early withdrawals are generally limited to cases involving
disability or financial hardship.
Forfeitures
Forfeitures are created when participants terminate participation in the
Plan before becoming fully vested in the employer's contribution under the
Plan and do not return to employment within 5 years. Forfeited amounts are
used to reduce the employer contribution. Employer contributions in 1999
were reduced by $11,363 of funds in forfeited nonvested accounts.
Taxation status
The Internal Revenue Service has determined and informed the Company, by
letter dated November 20, 1992, that the Plan is designed in accordance
with applicable sections of the Internal Revenue Code (IRC). Although the
Plan has been amended since receiving the determination letter, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed
and currently being operated in compliance with the applicable requirements
of the IRC. Therefore, no provision for income taxes has been included in
the Plan's financial statements.
2. Summary of Accounting Policies
The following is a summary of significant accounting policies followed by
the Plan in the preparation of the financial statements.
Basis of accounting
The Plan's financial statements are prepared on the accrual basis of
accounting and reflect management's estimates and assumptions, such as
those regarding fair value, that affect the recorded amounts. Contributions
receivable at December 31 are included in the investment category in which
they were deposited upon receipt.
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
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BankUnited 401(K) Profit Sharing Plan
Notes to Financial Statements
December 31, 1999 and 1998
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Valuation of investments
Plan investments are stated at market value based upon the quoted values of
publicly traded investments.
Contributions
Employee contributions are recorded in the period during which the Company
makes payroll deductions from the participants' earnings. Matching employer
contributions are recorded at the end of the plan year.
Benefits
Benefits become payable to participants upon their election or separation
from the Company as described above. There were no outstanding benefits
payable to participants at December 31, 1999 and 1998.
Plan administrative expenses
In addition to fund administrative expenses paid by the plan, certain
additional administrative expenses are paid by the Company and totaled
$23,860 for the year ended December 31, 1999.
Net appreciation (depreciation) in investment value
The Plan's net appreciation (depreciation) in investment value includes the
unrealized appreciation (depreciation) in the fair value of investments.
Investment income
The Plan's investment income is recognized when earned. Investment income
includes interest, capital gains and dividends. Such amounts are reinvested
and become part of the Plan's investment portfolio.
3. Transfer from Other Plan
On September 13, 1999, the BankUnited Profit Sharing Plan was merged into
the BankUnited 401(K) Plan. The assets of the BankUnited Profit Sharing
Plan, approximating $275,000, were transferred to the BankUnited 401(K)
Profit Sharing Plan on September 13, 1999.
4. Related Party Transactions
Certain plan investments are shares of mutual funds managed by Frank
Russell Trust Company and administered by Circle Trust. These transactions
qualify as party-in-interest.
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BankUnited 401(K) Profit Sharing Plan
Notes to Financial Statements
December 31, 1999 and 1998
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5. Investments
Investments that represent 5 percent or more of the Plan's net assets at
December 31, 1999 and 1998 are separately identified below.
December 31,
----------------------
1999 1998
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Equity I Fund $ 279,482 $ 282,836
Equity II Fund 130,011 110,595
Equity Q Fund 271,329 259,869
Fixed Income I - 122,933
International Fund 226,053 190,270
U.S. Government Money Market Fund 126,716 98,671
Common Stock 598,805 428,480
During the years ended December 31, 1999 and 1998, the Plan's investments
appreciated (depreciated) in value as follows:
Year ended
December 31,
------------------------
1999 1998
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Common stock $(36,432) $(423,714)
Trust company funds 339 -
Mutual funds 86,540 30,639
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$ 50,447 $(393,075)
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BankUnited 401(K) Profit Sharing Plan
Notes to Financial Statements
December 31, 1999 and 1998
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6. Nonparticipant-Direct Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
December 31,
---------------------
1999 1998
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Net assets:
Common stock $ 594,182 $ 428,480
Employer contribution receivable 248,019 90,685
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$ 842,201 $ 519,165
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Year Ended
December 31, 1999
------------------------
Changes in net assets:
Net depreciation in investment value $ (23,947)
Employer contributions 248,019
Benefits paid to participants (175,734)
Transfers to partcipant directed benefits 274,698
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$ 323,036
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* * *
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BankUnited 401(K) Profit Sharing Plan Schedule I
Schedule of Assets Held for Investment Purposes
December 31, 1999
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Estimated
Fair
Asset Name Issuer Description Units Value
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<S> <C> <C> <C> <C>
Equity I Fund Frank Russell Investment Company Equity Securities 7,461 $279,483
Equity II Fund Frank Russell Investment Company Equity Securities 3,641 130,011
Equity III Fund Frank Russell Investment Company Equity Securities 2,555 66,886
Equity Q Fund Frank Russell Investment Company Equity Securities 6,530 271,329
Fixed Income I Fund Frank Russell Investment Company Fixed Income
Obligation 4,487 90,943
Fixed Income II Fund Frank Russell Investment Company Fixed Income
Obligation 2,396 43,202
Fixed Income III Fund Frank Russell Investment Company Fixed Income
Obligation 9,088 87,151
International Fund Frank Russell Investment Company Equity and Fixed
Income Securities 4,844 226,053
Emerging Markets Fund Frank Russell Investment Company Equity Securities 4,164 52,128
Real Estate Securities Fund Frank Russell Investment Company Equity Securities 2,248 51,383
U.S. Government Money Money Market
Market Fund Frank Russell Investment Company Instruments 126,716 126,716
Money Market Fund Frank Russell Investment Company Money Market
Instruments 2,076 2,076
*Common Stock BankUnited Financial Corporation Equity Securities 75,437 598,805
Schwab PCRA Schwab Various Investment
Options ** 64,300
* - Cost basis of $745,203.
** - Number of units are not applicable due to the various investment elections
available to each participant.
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BankUnited 401(K) Profit Sharing Plan Schedule II
Schedule of Transactions in Excess of 5% of Fair Value of Plan Assets
(as of the Beginning of the Year) for the Year Ended December 31, 1999
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None.
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The Plan
Pursuant to the requirements of the Securities 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,
thereunto duly authorized.
/s/ Humberto Lopez Trustee June 26, 2000
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HUMBERTO LOPEZ
/s/ Michael Clutter Trustee June 26, 2000
-------------------------------------
MICHAEL CLUTTER
/s/ Columbus Circle Trust Company Trustee June 26, 2000
-------------------------------------
COLUMBUS CIRCLE TRUST COMPANY
By: Ralph Peluso
Title: Vice President
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Exhibit Index
Sequential
Exhibit Page
Number Description of Document Number
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23.1 Consent of PricewaterhouseCoopers LLP.
