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 Plan year ended December 31, 1999
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 ______
A. Full title of the plan and address of the plan, if different from that of the
issuer named below:
BANKATLANTIC SECURITY PLUS PLAN
BankAtlantic, A Federal Savings Bank
1750 E. Sunrise Blvd.
Ft. Lauderdale, Florida 33304
S.E.C. Registration No. 333-82489
B. Name of issuer of the securities held pursuant to the plan and the address of
the principal executive office:
BankAtlantic Bancorp, Inc.
1750 East Sunrise Blvd.
Ft. Lauderdale, Florida 33304
<PAGE>
TABLE OF CONTENTS
FINANCIAL STATEMENTS
Page
Reference
---------
Independent Auditors' Report
Statements of Net Assets Available for Plan
Benefits as of December 31, 1999 and 1998............................. 1
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended December 31, 1999.................... 2
Notes to Financial Statements........................................... 3-9
Supplemental Schedules as of December 31, 1999, as follows:
Schedule I - Line 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1999 ............ 10
Independent Auditors' Consent .......................................... 11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees of the BankAtlantic Savings Plus Plan have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
BANKATLANTIC SECURITY PLUS PLAN
Date: June 27, 2000 By: /s/Lewis Sarrica, Trustee
-------------------------
Lewis Sarrica, Trustee
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Trustees
BankAtlantic Security Plus Plan
Fort Lauderdale, Florida
We have audited the accompanying statements of net assets available for
plan benefits of the BankAtlantic Security Plus Plan (the "Plan"), as of
December 31, 1999 and 1998, and the related statement of changes in net assets
available for plan 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 plan benefits as
of 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
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 assets
held for investment purposes is presented for purposes 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 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.
/s/ KPMG LLP
------------------------
Fort Lauderdale, Florida
May 30, 2000
<PAGE>
BankAtlantic Security Plus Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
---------- -----------
Assets
Investments:
Short-term money market instruments ....... $ 791,200 $ 700,258
BankAtlantic Bancorp Class A common stock . 307,549 0
Mutual funds (Cost: 1999 - $15,070,782,
1998 - $12,789,804) ...................... 16,174,379 13,839,211
Participant loans receivable .............. 563,957 686,625
---------- ----------
Total investments ....................... 17,837,085 15,226,094
Employer contributions receivable and other 220,503 222,608
---------- -----------
Net assets available for plan benefits .. $18,057,588 $ 15,448,702
========== ===========
See accompanying notes to financial statements.
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
Additions to net assets attributed to:
Investment income:
Net gains on sales of investments ..... $ 155,942
Net appreciation in fair value of
investments .......................... 879,999
Dividends ............................. 1,602,632
Interest .............................. 53,100
----------
Net investment income ............... 2,691,673
----------
Contributions:
Employer contributions ................ 213,600
Employee contributions ................ 1,861,160
Rollovers ............................. 163,659
----------
Total Contributions ................. 2,238,419
----------
Total additions ..................... 4,930,092
----------
Deductions from net assets attributed to:
Benefits paid to plan participants .... 2,321,206
----------
Net Increase ............................ 2,608,886
Net assets available for plan benefits
- beginning of year ................... 15,448,702
----------
Net assets available For plan benefits
- end of year .......................... $18,057,588
==========
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1: DESCRIPTION OF PLAN
On May 1, 1987, BankAtlantic, a Federal Savings Bank, (the "Employer"
or the "Company") established the BankAtlantic Security Plus Plan (the
"Plan"). The following description of the Plan provides general
information only. Readers should refer to the Plan agreement for more
complete information.
General
The Plan is a defined contribution plan and, as such, is subject to
some, but not all, of the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). It is excluded from coverage under
Title IV of ERISA, which generally provides for guaranty and insurance
of retirement benefits; and it is not subject to the funding
requirements of Title I of ERISA. The Plan is, however, subject to
those provisions of Title I and II of ERISA which, among other things,
require that each participant be furnished with an annual financial
report and a comprehensive description of the participant's rights
under the Plan, set minimum standards of responsibility applicable to
fiduciaries of the Plan, and establish minimum standards for
participation and vesting.
The Plan Administrator is the BankAtlantic Savings Plus Committee.
ELIGIBILITY OF PARTICIPANTS
The Plan covers substantially all employees of BankAtlantic and
subsidiaries. Participation occurs on the January 1, April 1, July 1 or
October 1, after the completion of three months of service.
VESTING
Vesting Service
Vesting service is the number of Plan years, beginning with the
participant's date of hire, in which the participant accrued 1,000 or
more service hours. For those participants who began employment prior
to 1987, vesting service begins on the effective date (May 1, 1987) of
the Plan.
Vesting Percentage
Participant contributions are 100% vested. Matching contributions are
20% vested after one year of service, and 20% for each additional year
of service. Automatic 100% vesting occurs upon death, disability, plan
termination or attainment of age 65.
CONTRIBUTIONS
a. Basic Tax-Deferred Matched Contributions
Participants are permitted to contribute not less than 2% nor
more than 6% of compensation. Percentage may be changed
effective the first pay period following January 1, April 1,
July 1 or October 1 if at least two (2) weeks advance notice
is given.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
b. Supplemental Tax-Deferred Contributions
In addition, participants are permitted to contribute in
excess of 6% up to 14% of compensation, not to exceed $10,000
at December 31, 1999 and 1998, respectively. For employees
that fall within the highly compensated category, maximum
contributions are 10% of salary. Percentage may be changed
once each quarter to become effective the first pay period
following either January 1, April 1, July 1 or October 1, if
at least two (2) weeks advance notice is given.
c. Definition of Compensation
This represents compensation actually paid to a participant
including overtime pay, bonuses, and certain other forms of
extraordinary compensation, and excluding any pre-tax
contributions made by the employee to any plan involving IRS
qualified salary reduction sponsored by the Employer.
Additionally, auto allowances and referral fees are also
excluded from compensation. Compensation for purposes of this
Plan is limited to $160,000 in 1999 and 1998.
d. Rollover Contributions
Participants are permitted to transfer funds from another
qualified plan and trust which represents a qualifying
rollover distribution under the applicable provisions of the
Internal Revenue Code.
EMPLOYER-MATCHING
The Plan's Board of Trustees have the authority to match employee
contributions up to 15% of the first 4% of contributions and an
additional match of 10% of the first 4% of contributions would
occur based on the discretion of the BankAtlantic Compensation
Committee. During 1999 and 1998 the participants received the
additional 10% of contributions.
Participants that were employed by BankAtlantic at December 31,
1999 and 1998 and participants who experienced a termination of
service as a result of the Employer's Reduction in Force Program
implemented beginning December 15, 1998 were entitled to receive
employer-matching contributions.
ELIGIBILITY FOR DISTRIBUTION
Participants' vested interest from all accounts are eligible for
distribution upon death, disability or normal retirement.
Distribution will be made in either a lump sum or over a period
not exceeding ten (10) years. On termination of service, if a
participant's account balance is greater than $200, a
participant's account may be distributed to the participant in the
form of a single lump-sum payment upon receipt of participant's
consent. Participants may delay receiving benefits until
attainment of age 65. Terminated participants whose account
balance is less than $200 receive automatic distributions. As of
December 31, 1999 and 1998, amounts allocated to accounts of
terminated persons who have not yet been paid totaled $699,852 and
$587,657, respectively.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
ENDED DECEMBER 31, 1999 AND 1998
FORFEITURES
At a participant's termination date, the aggregate amount not
available for distribution to the participant is placed in his or
her forfeiture account. The amount in the forfeiture account is
the amount forfeited at the end of the Plan year in which the
first of the following events occurs: (1) the participant receives
a lump sum distribution of all amounts to which he or she is
entitled from the Plan; and (2) the participant incurs five
one-year breaks-in-service. Such amounts forfeited are used to
reduce the employer's contributions. At December 31, 1999 and 1998
forfeited nonvested accounts available to reduce future employer
contributions totaled $16,803 and $11,618, respectively.
INVESTMENT AND EARNINGS
Participants may elect to invest all pre-tax and rollover
contributions within the various funds of the American Funds
Group. Investment elections can be changed on January 1, April 1,
July 1 or October 1 with two (2) weeks written notice. Earnings
are allocated quarterly in proportion to the participants'
weighted average account balances during the period.
LOANS
A participant can borrow an amount of not less than $500 nor in
excess of 50% of the vested portion of the account as of the date
on which the loan is approved. The amount of the loan can not
exceed $50,000 less the excess of the highest outstanding Plan
loan balance during the preceding twelve (12) months less that
existing loan balance on the date on which this loan is being
made. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Participant Loans fund. Loan terms
range from 1-5 years or up to 10 years for the purchase of a
primary residence. The loans are secured by the balance in the
participant's account and accrue interest at a rate, which is
comparable to those of most major lending institutions. Interest
rates vary depending on the current prime interest rate. Principal
and interest is paid ratably through payroll deductions. All
principal and interest payments are allocated to the Plan's
investment funds based on the participant's investment elections
at the time of payment. Loans which are granted and repaid in
compliance with the Plan provisions will not be considered
distributions to the participant for tax purposes.
HARDSHIP WITHDRAWAL
A participant can withdraw from the plan, part or all of his
contributions for a financial hardship. The trustees shall
determine what portion or all of such account balance is necessary
to alleviate the hardship. A financial hardship must be for one of
the reasons specified below:
1. Medical expense incurred by the Participant, the Partici-
pant's spouse, or any dependents of the Participant;
2. The purchase (excluding mortgage payments) of a principal
residence of a Participant;
3. Tuition for the next semester or quarter of post secondary
education for the Participant, his or her spouse,
children, or dependents of the Participant; or
4. The need to prevent the eviction of the Participant from
his principal residence or foreclosure on the mortgage of
the Participant's principal residence.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan records transactions on the accrual basis and assets are
valued at market value.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of increases
and decreases in net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
ADMINISTRATIVE EXPENSES
Administrative expenses of the plan are paid directly by the Employer
and are not included in the accompanying financial statements.
INVESTMENTS
Short-term money market instruments are stated at cost which
approximates fair value. Mutual funds and BankAtlantic Bancorp, Inc.
Class A common stock are valued at quoted market prices, which
represent the net asset value of the securities. Participant loans
receivable are stated at historical cost.
Purchases and sales of securities are recorded on a trade-date basis.
The Plan presents in the statements of changes in net assets available
for plan benefits, the net appreciation (depreciation) in the fair
value of its investments which consists of unrealized appreciation
(depreciation) on those investments. Dividends on mutual funds are
recorded on the record date. Interest income is recorded on the accrual
basis.
BENEFITS
Benefits are recorded when paid.
NOTE 3: INVESTMENTS
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for and
Reporting of Certain Defined contribution Plan Investments and Other
Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for
certain investments and is effective for plan years ending after
December 15, 1999. The Plan adopted SOP 99-3 during the Plan year
ending December 31, 1999. Accordingly, information previously required
to be disclosed about participant-directed fund investment programs is
not presented in the Plan's 1999 financial statements. The Plan's 1998
financial statements have been reclassified to conform with the current
year presentation.
<PAGE>
The Plan held the following investments whose aggregate fair value
equaled or exceeded 5% of the Plan's net assets at December 31, 1999
and 1998:
1999 1998
--------- ---------
Cash Management Trust of America 791,200 700,258
The Growth Fund of America ..... 6,889,030 4,881,398
U.S. Government Securities Fund 611,852 696,975
Washington Mutual Investors Fund 6,222,332 6,166,531
American Balanced Fund ......... 873,028 823,026
EuroPacific Growth Fund ........ 1,231,651 725,535
The number of participants' accounts in each of the funds at December
31, 1999 and 1998 were as follows:
1999 1998
---- ----
American Balanced Fund .................. 318 314
Growth Fund of America .................. 669 690
U.S. Government Securities Fund ......... 212 227
Washington Mutual Investors Fund ........ 755 774
Cash Management Trust of America Fund ... 174 149
EuroPacific Growth Fund ................. 349 364
Small Cap Fund .......................... 133 227
Capital World Bond Fund ................. 34 54
Bond Fund of America .................... 45 0
BankAtlantic Bancorp Class A common stock 184 0
NOTE 4: INTERFUND TRANSFERS
These amounts consist of participants' elections to change their
investments, and loans to participants from their investment funds.
NOTE 5: PLAN TERMINATION
While it has not expressed any intention to do so, the Company may
amend or terminate the Plan at any time. In the event of termination,
Plan assets are payable to each participant in a lump sum equal to the
balance in the participant's account.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 6: TAX STATUS
The Plan qualifies as a profit sharing plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended, (the "Code") and also
qualifies as a cash or deferred arrangement under Section 401(k) of the
Code and, therefore, is exempt from federal income taxes under Section
501(a) of the Code. The Internal Revenue Service has determined and
informed the Company by a letter dated November 1, 1995, that the Plan
is designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator believes that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Under a plan qualified pursuant to
Sections 401(a) and (k) of the Code, participants generally will not be
taxed on contributions or matching contributions, or earnings thereon,
until such amounts are distributed to participants or their
beneficiaries under the Plan. The tax-deferred contributions and
matching contributions are deductible by the Company for tax purposes
when those contributions are made, subject to certain limitations set
forth in Section 404 of the Code.
Participants or their beneficiaries will be taxed, at ordinary income
tax rates, on the amount they receive as a distribution from the Plan,
at the time they receive the distribution. However, if the participant
or beneficiary receives a lump sum payment of the balance under the
Plan in a single taxable year, and the distribution is made by reason
of death, disability or termination of employment of the participant,
or after the participant has attained age 59 1/2, then certain special
tax rules may be applicable.
NOTE 7: ROLLOVERS
In April, 1998, St. Lucie West ("SLW") 401K Plan merged into the Plan.
The net assets of $73,235 were transferred from the SLW Plan to the
Security Plus Plan and invested in various American Funds.
NOTE 8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The Department of Labor Regulations requires benefits payable to
participants to be accrued on Form 5500, Annual Return of Employee
Benefit Plans, but benefits payable to participants are not accrued for
financial statements prepared in conformity with generally accepted
accounting principles.
The following is a reconciliation of net assets available for benefits
according to the financial statements to Form 5500:
December 31,
-------------------------
1999 1998
---------- ----------
Net assets available for Plan
benefits per the financial
statements ..................... $18,057,588 $15,448,702
Amounts allocated to withdrawing
participants ................... (699,852) (587,657)
---------- ----------
Net assets available for benefits
per Form 5500 .................. $17,357,736 $14,861,045
========== ==========
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
The following is a reconciliation of benefits paid to participants
according to the financial statements for the year ended December 31,
1999 to Form 5500:
Benefits paid to participants per
the financial statements ................. $ 2,321,206
Add: Amounts allocated to withdrawing
participants at December 31, 1999 .... 699,852
Less: Amounts allocated to withdrawing
participants at December 31, 1998 .... (587,657)
----------
Benefits paid to participants per Form 5500 $ 2,433,401
==========
Amounts allocated to withdrawing participants are recorded on Form
5500 for benefit claims that have been processed and approved for
payments prior to December 31 but not yet paid as of that date.
NOTE 9: RELATED PARTY TRANSACTIONS
Effective January 1, 1999, the Plan's investment options included
BankAtlantic Bancorp, Inc. Class A common stock. BankAtlantic, the
Plan's sponsor, is a wholly owned subsidiary of BankAtlantic Bancorp,
Inc. As a consequence, all purchases and sales of BankAtlantic Bancorp,
Inc. Class A common stock qualify as party-in-interest transactions.
During the year ended December 31, 1999 the plan purchased 74,530
shares of BankAtlantic Bancorp Class A common stock for $531,035.
NOTE 10: SUBSEQUENT EVENTS
Effective January 1, 2000, the Board of Trustees increased the employer
contribution match to 100% of the first 4% of contributions.
Additionally, for employees that fall within the highly compensated
category, maximum contributions were reduced to 6% of salary from 10%
of salary during 1999.
Effective March 15, 2000 the Board of Trustees increased the maximum
participants' supplemental tax-deferred contribution from 8% to 14% for
all non-highly compensated employees. As a consequence, all non-highly
compensated employees during the year ended December 31, 2000 are
permitted to contribute in excess of 6% up to 20% of compensation not
to exceed $10,500.
.
<PAGE>
SCHEDULE I
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Number of
Description of Investment Shares,
Identity of Including Maturity Date, Rate of Units or
Issue, Borrower, Lessor Interest, Principal Current
or Similar Party Collateral, Par or Maturity Value Amounts Cost Value
------------------------ --------------------------------- --------- ---------- ----------
<S> <S> <C> <C> <C>
The American Funds Group The Growth Fund of America ..... 236,411 $ 5,508,478 $ 6,889,030
The American Funds Group U.S. Government Securities Fund 49,105 654,361 611,852
The American Funds Group Washington Mutual Investors Fund 210,498 6,862,087 6,222,332
The American Funds Group EuroPacific Growth Fund ........ 28,871 858,435 1,231,651
The American Funds Group American Balanced Fund ......... 60,543 948,106 873,028
The American Funds Group Smallcap World Fund ............ 7,732 193,071 302,644
The American Funds Group Capital World Bond Fund ........ 1,800 29,050 26,928
The American Funds Group Bond Fund of America ........... 1,303 17,194 16,914
---------- ----------
Subtotal Mutual Funds .................................... 15,070,782 16,174,379
========== ==========
The American Funds Group Cash Management................. 791,200 791,200
BankAtlantic Bancorp, Inc.*
Class A common stock..................................... 74,530 531,035 307,549
Loans to participants of the Plan
Rates change quarterly.......................... ......... 0 563,957
---------- ----------
Total assets held for investment ......................... $16,393,017 $17,837,085
========== ==========
*BankAtlantic, the plan sponsor, is a wholly owned subsidiary of BankAtlantic Bancorp, Inc.
</TABLE>
