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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number
0-9811
BFC FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2022148
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(State of Organization) (IRS Employer Identification Number)
1750 E. Sunrise Boulevard
Ft. Lauderdale, Florida 33304
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(Address of Principal Executive Office) (Zip Code)
(954) 760-5200
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock $.01 par Value None
Class B Common Stock $.01 par Value None
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(Title of Class) (Name of Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendments to
this form 10-K. [ X ]
Aggregate market value of the voting and nonvoting common equity held by
non-affiliates of the Registrant:
As of March 27, 2000 $11,207,000
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:
Class A common stock of $.01 par value, 6,454,494 shares outstanding.
Class B Common stock of $.01 par value, 2,354,907 shares outstanding.
Documents Incorporated by Reference in Part IV of this Form 10-K:
Form 8-A filed October 16, 1997; Exhibit A of Registrant's Definitive Proxy
Statement dated September 24, 1997, Annual Report on Form 10-K for the year
ended December 31, 1999 of BankAtlantic Bancorp, Inc.
PART I
Except for historical information contained herein, the matters discussed in
this report contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that involve substantial risks and
uncertainties. When used in this report, the words "anticipate", "believe",
"estimate", "may", "intend", "expect" and similar expressions identify certain
of such forward-looking statements. Actual results could differ materially from
these forward-looking statements. These forward-looking statements are based
largely on the Company's expectations and are subject to a number of risks and
uncertainties, including but not limited to, economic factors (both generally
and particularly in areas where the Company or its subsidiaries operate or hold
assets), interest rates, competitive and other factors affecting the operations,
markets, products and services, and expansion strategies of the Company and its
subsidiaries including BankAtlantic Bancorp, Inc. and BankAtlantic, A Federal
Savings Bank and the other factors discussed elsewhere in this report and in the
documents filed by the Company with the Securities and Exchange Commission. Many
of these factors are beyond the Company's control.
ITEM 1. BUSINESS
General Description of Business
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BFC Financial Corporation and its subsidiaries are collectively identified
herein as the "Registrant", "BFC" or the "Company". BFC Financial Corporation is
a unitary savings bank holding company as a consequence of its ownership
interest in the common stock of BankAtlantic Bancorp, Inc. ("BBC"). BBC is also
a unitary savings bank holding company which owns 100% of the outstanding stock
of BankAtlantic, A Federal Savings Bank ("BankAtlantic") and its subsidiaries
and Ryan Beck & Co., Inc., ("Ryan Beck") and its subsidiaries, an investment
banking and securities brokerage firm.
At December 31, 1999, the Company's ownership in BBC Class A Common Stock and
Class B Common Stock was approximately 26% and 48%, respectively, in the
aggregate representing 31% of all of the outstanding BBC Common Stock. Class B
Common Stock is the voting common stock of BBC. The Company's principal business
is the ownership of BBC.
The Company acquired control of BBC in 1987 for a total investment of
approximately $43 million. From 1987 through June 1993, the Company increased
its ownership in BBC to 77.83%. In November 1993, the Company's ownership of BBC
decreased to 48.17%, as a consequence of the Company's and BBC's sales of shares
of BBC Common Stock and since that time has been further reduced to its current
levels by issuances of common stock by BBC in connection with acquisitions and
the exercise of stock options. At December 31, 1999, the Company's investment in
BBC, represented approximately 76% of the Company's assets.
During 1999, the Company invested approximately $6.7 million in five
unaffiliated technology entities. During 2000, these investments were
contributed to a specified asset limited partnership managed by an affiliate of
the Company. Interests in such partnership were sold in March 2000 to accredited
investors in a private offering and the Company received approximately $6.2
million of the proceeds. The Company's net investment after receipt of the
proceeds will be approximately $1.8 million. It is anticipated that the Company
may form additional partnerships in the future to invest in the technology
sector.
In addition, the Company owns and manages real estate. Since its inception in
1980, and prior to acquiring control of BBC, the Company's primary business was
the organization, sale and management of real estate investment programs. A
subsidiary of the Company continues to serve as the corporate general partner of
a public limited partnership which files periodic reports with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Subsidiaries of the Company also serve as corporate
general partners of a number of private limited partnerships formed in prior
years. The Company ceased the organization and sale of real estate investment
programs in 1987.
BBC
- ---
BBC's principal assets include the capital stock of:
o BankAtlantic, a Federal Savings Bank and its subsidiaries and
o Ryan Beck & Co., Inc., an investment banking firm and its
subsidiaries, acquired June 30, 1998.
BankAtlantic is a federally-chartered, federally-insured savings bank organized
in 1952, which provides a full range of commercial banking products and services
directly and through subsidiary corporations. The principal business of
BankAtlantic is attracting checking and savings deposits from the public and
general business customers and using these deposits to originate or acquire
commercial, small business, residential and consumer loans and make permitted
investments such as the investments in mortgage-backed securities, tax
certificates and other investment securities. BankAtlantic currently operates in
18 Florida counties through 68 branch offices located primarily in Miami-Dade
County, Broward and Palm Beach Counties in South Florida as well as branches
located throughout Florida in Walmart SuperStores. As reported by an independent
reporting service, BankAtlantic is the largest independent financial institution
headquartered in the State of Florida based on assets at September 30, 1999.
BankAtlantic is regulated and examined by the Office of Thrift Supervision
("OTS") and the Federal Deposit Insurance Corporation ("FDIC") and its deposit
accounts are insured up to applicable limits by the FDIC.
On October 31, 1997, BankAtlantic Development Corp ("BDC"), a wholly owned
subsidiary of BankAtlantic acquired the St. Lucie West Holding Corp. ("SLWHC")
which is the developer of the master planned community of St. Lucie West,
("SLW") located in St. Lucie County, Florida. On December 28, 1999, BDC
completed the acquisition of Levitt Corporation ("Levitt"), which is focused on
the development of active adult communities.
Real Estate and Other Activities
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In addition to its investment in BBC and unrelated to the public limited
partnership programs and its property management activities, the Company holds
mortgage notes receivable of approximately $1.3 million which were received in
connection with the sale of properties previously owned by the Company. Further,
in recent years, the Company has made additional real estate investments. In
1994, the Company agreed to participate in certain real estate opportunities
with John E. Abdo, Vice Chairman of the Board, and certain of his affiliates
(the "Abdo Group"). Under the arrangement, the Company and the Abdo Group will
share equally in profits after interest earned by the Company on advances made
by the Company. The Company bears any risk of loss under the arrangement with
the Abdo Group.
The Company has acquired interests in two properties pursuant to this
arrangement with the Abdo Group. In June 1994, an entity controlled by the
Company acquired from an independent third party 23.7 acres of unimproved land
known as the "Cypress Creek" property located in Fort Lauderdale, Florida. In
March 1996, the Cypress Creek property was sold to an unaffiliated third party
for approximately $9.7 million and the Company recognized a gain of
approximately $3.3 million. As part of the sale of the Cypress Creek property,
the Company received a limited partnership interest in an unaffiliated limited
partnership that entitled it to receive approximately 4.5% of any profits from
the development and operation of the property. In January 1999, the Company
received approximately $259,000 when the limited partnership was liquidated. In
December 1994, an entity controlled by the Company acquired from an unaffiliated
seller approximately 70 acres of unimproved land known as the "Center Port"
property in Pompano Beach, Florida. Through December 31, 1999, approximately 50
acres of the Center Port property had been sold to unaffiliated third parties
for approximately $13.6 million and the Company recognized net gains from the
sales of real estate of approximately $3.4 million. Included in cost of sales is
approximately $2.4 million representing the Abdo Group's profit participation
from the transaction. Payment of any profit participation to the Abdo Group will
be deferred until the Company is repaid on advances and interest. The remainder
of the Center Port property is currently being marketed for sale.
In October 1996, the Company sold a 50% interest in Delray Industrial Park,
located in Delray Beach, Florida. Since the Company was the sole maker on the
non-recourse mortgage note on the property and since the Company maintained a
50% interest in the subject property, the gain on the sale of approximately
$632,000 was deferred, reducing the Company's carrying value in the real estate
and the mortgage remained on the Company's books. During May 1998, the property
was refinanced with the other 50% owner also becoming liable for the amount owed
under the note. At that time, the Company recognized 50% of the $632,000
deferred profit on the transaction, and removed the mortgage from the Company's
books. The remaining investment in the property is reflected using the equity
method of accounting.
A description of BBC and BankAtlantic is incorporated herein by reference to the
Annual Report on Form 10-K of BBC for the year ended December 31, 1999.
Holding Company Regulation
- --------------------------
As the holder of approximately 31% of all of BBC's outstanding Common Stock, BFC
is a unitary savings bank holding company subject to regulatory oversight by the
OTS. As such, the Company is required to register with and is subject to OTS
examination, supervision and certain reporting requirements. In addition, BBC is
subject to the same oversight by the OTS as discussed herein with respect to the
Company.
BankAtlantic is a member of the Federal Home Loan Bank ("FHLB") system and its
deposit accounts are insured up to applicable limits by the FDIC. BankAtlantic
is subject to supervision, examination and regulation by the OTS and by the FDIC
as the insurer of its deposits. BankAtlantic must file reports with the OTS and
the FDIC concerning its activities and financial condition. The OTS and the FDIC
periodically review BankAtlantic's compliance with various regulatory
requirements. The regulatory structure also gives regulatory authorities
extensive discretion with respect to the classification of non-performing and
other assets and the establishment of adequate loan loss reserves for regulatory
purposes.
The Home Owner's Loan Act ("HOLA") prohibits a savings bank holding company from
directly or indirectly acquiring control, including through an acquisition by
merger, consolidation or purchase of assets, of any savings association (as
defined in Section 3 of the Federal Deposit Insurance Act) or any other savings
and loan or savings bank holding company, without prior OTS approval. In
considering whether to grant approval for any such transaction, the OTS will
take into consideration a number of factors, including:
o competitive effects of the transaction;
o financial and managerial resources;
o future prospects of the holding company and its bank or thrift
subsidiaries following the transaction; and
o compliance records of such subsidiaries with the Community
Reinvestment Act.
Generally, a savings bank holding company may not acquire more than 5% of the
voting shares of any savings association unless by merger, consolidation or
purchase of assets, in each case subject to prior OTS approval. Another
provision of HOLA permits a savings bank holding company to acquire up to 15% of
the voting shares of certain undercapitalized savings associations.
Federal law allows the Director of the OTS to take action when it determines
that there is reasonable cause to believe that the continuation by a savings
bank holding company of any particular activity constitutes a serious risk to
the financial safety, soundness, or stability of a savings bank holding
company's subsidiary savings institution. The Director of the OTS has oversight
authority for all holding company affiliates, not just the insured institution.
Specifically, the Director of the OTS may, as necessary:
(i) limit the payment of dividends by the savings institution;
(ii) limit transactions between the savings institution, the holding
company and the subsidiaries or affiliates of either; or
(iii) limit any activities of the savings institution that might create
a serious risk that the liabilities of the holding company and its
affiliates may be imposed on the savings institution.
Restrictions on Transactions with BankAtlantic and BBC -- BankAtlantic and BBC
is subject to restrictions in its dealings with the Company and any other
companies that are "affiliates" of the Company under HOLA and certain provisions
of the Federal Reserve Act ("FRA") that are made applicable to savings
institutions by the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA") and OTS regulations.
Restrictions on BBC's Ability to Pay Dividends to the Company
- -------------------------------------------------------------
While there is no assurance that BBC will pay dividends in the future, BBC has
paid a regular quarterly dividend to its common stockholders since August 1993.
Each share of BBC Class A Common Stock is entitled to receive cash dividends
equal to at least 110% of any cash dividends declared and paid on the BBC Class
B Common Stock. Management of BBC has indicated that it will seek to declare
regular quarterly cash dividends on the BBC Common Stock. However, the payment
of dividends by BBC is subject to declaration by BBC's Board of Directors and
will depend upon, among other things, the results of operations, financial
condition and cash requirements of BBC and on the ability of BankAtlantic to pay
dividends or otherwise advance funds to BBC, which in turn is subject to OTS
regulations and is based upon BankAtlantic's regulatory capital levels and net
income.
BankAtlantic must file a capital distribution notice or a capital distribution
application with the OTS in connection with distributions to BBC. Current
regulations applicable to the payment of cash dividends by savings institutions
impose limits on capital distributions based on an institution's regulatory
capital levels.
BankAtlantic meets the definition as a "well capitalized" institution; however,
BankAtlantic's capital distribution exceeds net income for the prior two years
and therefore must file a capital distribution application with the OTS prior to
making distributions to BBC.
A "well capitalized" institution must have risk-based capital of 10% or more,
core capital of 5% or more and Tier 1 risk-based capital (based on the ratio of
core capital to risk-weighted assets) of 6% or more and may not be subject to
any written agreement, order, capital directive or prompt corrective action
directive issued by the OTS to meet and maintain a specific capital level or a
specific capital measure. At December 31, 1999 BankAtlantic met the capital
requirements of a "well capitalized" institution as defined above.
Federal and State Taxation
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The State of Florida imposes a corporate income tax at the rate of 5.5% on
taxable income as determined for Florida income tax purposes. Taxable income for
this purpose is based on federal taxable income in excess of $5,000 as adjusted
by certain items.
Employees
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At December 31, 1999, BFC Financial Corporation employed 6 full-time employees
and 2 part-time employees. Management believes that its relations with its
employees are satisfactory. The employee benefits offered by the Company are
considered by management to be generally competitive with employee benefits
provided by other major employers in Florida. The Company's employees are not
represented by any collective bargaining group.
ITEM 2. Properties
BFC maintains its offices in approximately 1,500 square feet located in a
building owned by BankAtlantic. The space is leased on terms no less favorable
than that which management believes could be obtained from an independent third
party.
The properties listed below are not utilized by the Company but are held by the
Company as investments. All are zoned for their current uses.
o A parcel of land located in Fort Lauderdale, Florida, referred to
herein as the Center Port property, containing approximately 70
acres of which approximately 50 acres have been sold through
December 31, 1999.
o A shopping center known as the Burlington Manufacturers Outlet
Center ("BMOC") located in Burlington, North Carolina containing
approximately 265,265 leaseable square feet.
o A 50% interest in an industrial park known as Delray Industrial
Park located in Delray Beach, Florida containing approximately
134,237 leaseable square feet.
ITEM 3. LEGAL PROCEEDINGS
The following is a description of certain lawsuits to which the Company is a
party.
Alan B. Levan and BFC Financial Corporation v. Capital Cities/ABC, Inc. and
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William H. Wilson, in the United States District Court for the Southern District
- --------------------------------------------------------------------------------
of Florida, Case No. 92-325-Civ-Atkins.
- ---------------------------------------
On November 29, 1991, The ABC television program 20/20 broadcast a story about
Alan B. Levan and the Company which purportedly depicted a number of securities
transactions in which Mr. Levan and the Company were involved. The story
contained numerous false and defamatory statements about the Company and Mr.
Levan and, on February 7, 1992, a defamation lawsuit was filed on behalf of the
Company and Mr. Levan against Capital Cities/ABC, Inc. and William H. Wilson,
the producer of the broadcast. In December 1996, a jury found in favor of the
Company and Mr. Levan and awarded a compensatory judgment of $1.25 million to
the Company and $8.75 million to Mr. Levan. Capital Cities/ABC, Inc. and William
H. Wilson filed an appeal in this matter and the Appellate Court reversed the
lower court judgment. The Company and Mr. Levan filed a petition for certiorari
review with the Supreme Court On February 28, 2000, the petition was denied.
The Company is also a party to certain other litigation arising in the ordinary
course of its business. Management does not believe such litigation will have a
material adverse effect on its financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
INCORPORATION BY REFERENCE
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Part I - Items 1 through 3 pertaining to BFC's significant subsidiary, BBC is
incorporated herein by reference to the annual report on Form 10-K of
BankAtlantic Bancorp, Inc. for the fiscal year end December 31, 1999.
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Prior to October 1997, the Company's outstanding capital stock consisted of a
single class of common stock. On October 6, 1997, the Board of Directors of the
Company declared a five for four stock split effected in the form of a 25% stock
dividend, payable in shares of the Company's newly authorized Class A Common
Stock. The Class A Common Stock was a newly authorized series of the Company's
capital stock and no shares were outstanding prior to the dividend. Pursuant to
the Company's Articles of Incorporation, the Company's then existing common
stock was automatically redesignated as Class B Common Stock without changing
any of its rights and preferences upon the authorization by the Board of the
stock dividend. The Class A Common Stock and the Class B Common Stock have
substantially identical terms except that (i) the Class B Common Stock is
entitled to one vote per share while the Class A Common Stock will have no
voting rights other than those required by Florida law and (ii) each share of
Class B Common Stock is convertible at the option of the holder thereof into one
share of Class A Common Stock.
The following table sets forth, for the periods indicated, the high bid and low
asking prices of the Class A Common Stock and the Class B Common Stock, as
reported by the National Quotation Bureau, L.L.C. The Company's Class A and
Class B common stock trades on the OTC Bulletin Board under the symbol BFCFA and
BFCFB, respectively.
Year:
- ----
Class A Common Stock Class B Common Stock Price
-------------------- --------------------------
Quarter High Low High Low
------- ---- --- ---- ---
1997:
1st Quarter n/a n/a $ 3.73 $ 3.00
2nd Quarter n/a n/a $ 4.00 $ 3.13
3rd Quarter n/a n/a $ 10.13 $ 3.93
4th Quarter $ 10.17 $ 9.33 $ 10.40 $ 7.33
1998:
1st Quarter $ 15.50 $ 9.34 $ 15.17 $ 9.33
2nd Quarter $ 12.63 $ 9.25 $ 12.75 $ 9.00
3rd Quarter $ 11.63 $ 6.25 $ 10.88 $ 6.00
4th Quarter $ 7.13 $ 4.00 $ 7.75 $ 5.00
1999:
1st Quarter $ 7.00 $ 4.88 $ 7.50 $ 6.00
2nd Quarter $ 6.38 $ 3.88 $ 7.00 $ 5.00
3rd Quarter $ 5.88 $ 4.75 $ 5.88 $ 5.00
4th Quarter $ 5.13 $ 2.94 $ 5.75 $ 3.00
On March 22, 2000, there were approximately 1,150 record holders of the Class A
Common Stock and 1,082 record holders of Class B common stock.
The last sale price during 1999 of the Company's Class A and Class B common
stock as reported to the Registrant by the National Quotation Bureau was $3.00
and $3.38 per share, respectively.
There are no restrictions on the payment of cash dividends by Registrant.
As noted in Part I, Item I under "Business - Regulation - Restrictions on BBC's
Ability to Pay Dividends to the Company," there are restrictions on the payment
of dividends by BankAtlantic to BBC and by BBC to its common shareholders,
including BFC. The source of funds for payment by BBC of dividends to BFC is
currently dividend payments received by BBC from BankAtlantic.
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BFC FINANCIAL CORPORATION AND SUBSIDIARIES
Selected Consolidated Financial Data
(In thousands, except for per share data and percents)
For the years ended December 31,
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1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Revenues $17,699 12,658 16,354 21,661 11,711
Costs and expenses 6,265 12,707 3,366 12,679 7,481
Income (loss) before income taxes
and extraordinary items 11,434 (49) 12,988 8,982 4,230
Provision for income taxes (benefit) 4,183 (368) 4,222 2,924 -
Extraordinary items,
net of income taxes 175 (j) 61 (f) 1,052 (g) 853 (h) 3,702 (i)
Net income 7,426 380 9,818 6,911 7,932
Common Stock (d):
Basic earnings per share (e)
Before Extraordinary items 0.91 0.04 1.10 0.78 0.55
Extraordinary items 0.02 0.01 0.13 0.11 0.48
Net income 0.93 0.05 1.23 0.89 1.03
Diluted earnings per share (e)
Before Extraordinary items 0.82 0.04 1.00 0.73 0.55
Extraordinary items 0.02 - 0.12 0.10 0.48
Net income 0.84 0.04 1.12 0.83 1.03
Basic weighted average of common
shares outstanding (e) 7,957 7,954 7,938 7,811 7,709
Diluted weighted average of common
shares outstanding (e) 8,818 9,101 8,731 8,347 7,709
Ratio of earnings to fixed charges (c) 2.34 2.33 1.69 1.33 0.26
Dollar deficiency of earnings to
fixed charges (c) - - - - 3,370
December 31,
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1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Investment in BankAtlantic
Bancorp, Inc. ("BBC") 73,764 74,565 72,185 59,039 52,662
Loans receivable, net 1,325 1,740 1,859 2,180 5,168
Securities available for sale 255 107 1,478 6,819 5,105
Venture capital investments 8,408 343 - - -
Investment real
estate, net (k) 5,803 6,172 9,700 10,383 11,072
Real estate held for development
and sale 1,840 1,811 6,474 6,497 10,211
Total assets 96,745 91,257 98,871 98,841 96,896
Subordinated debentures, net - 1,452 1,731 2,953 3,810
Mortgages payable
and other borrowings 18,253 10,784 22,943 25,498 27,616
Deferred interest on the
subordinated debentures - 2,217 2,106 2,806 2,722
Stockholders' equity 58,965 57,631 54,142 41,462 35,758
Book value per share (e) 7.41 7.24 6.81 5.26 4.64
Book value per share
assuming market value of BBC (e) 6.22 7.45 13.27 7.01 10.22
Return on assets (a) 7.80 % 0.39 % 10.5 % 7.0 % 8.5 %
Return on equity (a) 12.61 % 0.67 % 21.1 % 17.7 % 26.4 %
Equity to assets ratio (a) 61.8 % 58.7 % 49.7 % 39.4 % 32.3 %
- ----------
(a) Ratios were computed using quarterly averages.
(b) Since its inception, the Company has not paid any dividends.
(c) The operations of BBC have been eliminated since there is a dividend
restriction between BBC's primary subsidiary, BankAtlantic, and BBC.
(d) Prior to 1997 there were no Class A common shares outstanding. All shares
outstanding prior to 1997 were Class B common shares. While the Company has
two classes of common stock outstanding, the two-class method is not
presented because the company's capital structure does not provide for
different dividend rates or other preferences, other than voting rights,
between the two classes.
(e) I.R.E. Realty Advisory Group, Inc. ("RAG") owns 1,375,000 of BFC Financial
Corporation's Class A Common Stock and 500,000 shares of BFC Financial
Corporation Class B Common Stock. Because the Company owns 45.5% of the
outstanding common stock of RAG, 624,938 shares of Class A Common Stock and
227,500 shares of Class B Common Stock are eliminated from the number of
shares outstanding for purposes of computing earnings per share and book
value per share.
(f) Gain from extinguishment of debt of $61,000, net of income taxes of
$39,000.
(g) Gain on settlements of Exchange litigation of approximately $756,000, net
of income taxes of $475,000, net gain from extinguishment of debt of
$115,000, net of income taxes of $72,000 and net gain from debt
restructuring of approximately $181,000, net of income taxes of $114,000.
(h) Gain on settlements of Exchange litigation of approximately $853,000, net
of income taxes of $611,000.
(i) Gain from extinguishment of debt of approximately $460,000, net of income
taxes of $218,000 and gain on settlements of Exchange litigation of
approximately $3.2 million, net of income taxes of $1.5 million.
(j) Net loss from extinguishment of debt of approximately $179,000, net of
income taxes benefit of $112,000 and net gain on settlement of litigation
of approximately $354,000, net of income taxes of $222,000.
(k) Investment real estate, net represents the properties acquired in the 1989
and 1991 Exchange.
ITEM 7. BFC FINANCIAL CORPORATION'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General - BFC Financial Corporation ("BFC" or "the Company") is a unitary
savings bank holding company which owns in the aggregate approximately 31.3% of
the outstanding BankAtlantic Bancorp, Inc. ("BBC") Common Stock. BBC is the
holding company for BankAtlantic, A Federal Savings Bank ("BankAtlantic") and
owns 100% of its outstanding common stock. The Company's ownership interest in
BBC has been recorded by the purchase method of accounting. Based on the equity
method of accounting, the Company's investment in BBC represents approximately
76% of the Company's consolidated assets as of December 31, 1999. At December
31, 1999, the Company owned 8,296,891 shares of BBC Class A Common Stock and
4,876,124 shares of BBC Class B Common Stock representing 31.3% of all
outstanding BBC Common Stock. At December 31, 1999, the Company's ownership in
the outstanding BBC Class A and B Common Stock was approximately 26% and 48%,
respectively. In January 2000, BBC's Board of Directors approved a corporate
transaction to redeem and retire approximately 5.4 million publicly held
outstanding shares of Class B common stock. The transaction is subject to BBC
shareholder and regulatory approval. If consummated the transaction will result
in BFC being the sole holder of the Class B Common Stock representing 100% of
BBC voting rights of BBC. The aggregate market value of the Company's investment
in BBC at December 31, 1999 was approximately $59.2 million or approximately
$14.5 million less than the carrying value in the financial statements.
Management does not believe that there is any permanent impairment in the value
of the investment in BBC.
In addition to its investment in BBC, the Company owns and manages real estate.
Since its inception in 1980 and prior to the acquisition of control of
BankAtlantic in 1987, the Company's primary business was the organization, sale
and management of real estate investment programs. Effective as of December 31,
1987, the Company ceased the organization and sale of new real estate investment
programs, but continues to own and manage real estate assets. At December 31,
1999, a subsidiary of the Company continues to serve as the corporate general
partner of one public limited partnership which files periodic reports with the
Securities and Exchange Commission under the Securities Exchange Act. Other
subsidiaries of the Company also serve as corporate general partners of a number
of private limited partnerships formed in prior years.
During 1999, the Company invested approximately $6.7 million in five
unaffiliated technology entities. During 2000, these investments were
contributed to a specified asset limited partnership managed by an affiliate of
the Company. Interests in such partnership were sold in March 2000 to accredited
investors in a private offering and the Company received approximately $6.2
million of the proceeds. The Company's net investment after receipt of the
proceeds will be approximately $1.8 million. It is anticipated that the Company
may form additional partnerships in the future to invest in the technology
sector.
Results of Operations
- ---------------------
The Company's basic and diluted earnings per share for common stock were $.93
and $.84 for the year ended December 31, 1999, $.05 and $.04 for the year ended
December 31, 1998 and $1.23 and $1.12 for the year ended December 31, 1997,
respectively.
Net income for the year ended December 31, 1999, 1998 and 1997 was approximately
$7.4 million, $380,000 and $9.8 million, respectively. Operations for 1999 and
1997 included gains on settlements of litigation, net of income taxes of
approximately $354,000 and $756,000. Operations in 1999 included an
extraordinary loss from extinguishments of debt, net of income tax benefit of
approximately $179,000. Operations in 1998 and 1997 included extraordinary
gains, net of income taxes, of $61,000 and $115,000, respectively, from
extinguishment of debt. Operations in 1997 included extraordinary gain, net of
income taxes, of $181,000 from debt restructuring.
The Company's equity in BBC's net income was approximately $10.5 million for the
year ended December 31, 1999, a net loss for the year ended December 31, 1998 of
approximately $1.4 million, and net income for the year ended December 31, 1997
of approximately $12.1 million. The Company's 1999, 1998 and 1997 operations
included a net gain on the sale of real estate of approximately $1.4 million,
$3.2 million and $335,000, respectively. The Company's 1997 operations also
included a net gain on the sale of BBC Class A Common Stock of approximately
$1.3 million and the reversal of a provision for litigation of approximately
$2.3 million. Interest on subordinated debentures was approximately $408,000,
$492,000 and $723,000 in 1999, 1998 and 1997 operations, respectively. The
Company's 1999 operation included an allowance for loss on mortgage notes of
approximately $300,000 and 1998 operations included a write-down of an
investment in a real estate limited partnership of approximately $184,000.
The following table shows the components of revenues and the changes between the
periods indicated (in thousands):
December 31, 1999 to 1998 to
------------------------- 1998 1997
1999 1998 1997 Change Change
------- ------- ------ ------- -------
Interest on mortgage notes
and related receivables $ 1,284 1,108 221 176 887
Interest and dividends on
securities available for
sale and escrow accounts 245 228 445 17 (217)
Earnings on real estate
rental operations, net 1,112 979 1,034 133 (55)
Sale of real estate 3,488 11,706 967 (8,218) 10,739
Net gain from sale of stock -- -- 1,349 -- (1,349)
Earnings from real estate
limited partnerships 851 -- -- 851 --
Equity in earnings (loss) of BBC 10,501 (1,397) 12,129 11,898 (13,526)
Other income 218 34 209 184 (175)
------- ------- ------ ------- -------
$17,699 12,658 16,354 5,041 (3,696)
======= ======= ====== ======= =======
Interest on mortgage notes and related receivables increased for the year ended
December 31, 1999 as compared to the same period in 1998 due to interest
received in 1999 of approximately $954,000 from an affiliated limited
partnership. The loan from the limited partnership was satisfied in 1996 but the
accrued interest remained unpaid. In 1999, the limited partnership obtained the
funds through the sale of its real estate properties allowing it to make the
interest payment. This increase was offset in part by a decrease of
approximately $734,000 in interest earned from advances associated with the
Company's development and construction of the Center Port property. Interest on
mortgage notes and related receivables increased for the year ended December 31,
1998 as compared to the same period in 1997 primarily due to recognition of
approximately $910,000 of interest earned on advances associated with the
development and construction of the Center Port property.
Interest and dividends on securities available for sale and escrow accounts
decreased for the year ended December 31, 1998 as compared to the 1997 period
primarily due to decreases in investable funds.
Earnings on real estate rental operations include earnings from investment real
estate and deferred profit recognition on sales of real estate by the Company
and its subsidiaries other than BBC. Earnings on real estate rental operations,
net increased for the year ended December 31, 1999 as compared to the same
period in 1998 due to decreases in depreciation and repair and maintenance
expenses at the Company's Burlington Manufacturers Outlet Center ("BMOC")
property. Earnings on real estate rental operations, net decreased for the year
ended December 31, 1998, as compared to the same period in 1997 primarily due to
an increase in landscaping maintenance and repairs and maintenance at BMOC.
During 1999, the Company sold:
o the ownership interest in parcels of land occupied by two Toys R Us
stores located in Springfield, Massachusetts and Aurora, Illinois for
approximately $825,000. The Company recognized a net gain on this
transaction of approximately $766,000, and
o approximately 8 acres of the Center Port property for approximately
$2.7 million and recognized a net gain from the sale of approximately
$626,000.
During 1998, the Company sold:
o approximately 38 acres of the Center Port property to unaffiliated
third parties for approximately $10.9 million and recognized a net
gain from the sale of real estate of approximately $2.6 million, and
o approximately 15,000 square feet of the BMOC property to an
unaffiliated third party for $500,000 and the company recognized a net
gain from the sale of real estate of approximately $301,000.
In 1996, the Company sold a 50% interest in a property located in Delray Beach,
Florida, included in investment real estate, net. Since the Company was the
maker on the non-recourse mortgage note on the Delray Beach property and since
the Company maintained a 50% interest in the subject property, the gain on the
sale of approximately $0.6 million was deferred. During the quarter ended June
30, 1998, 50% of the deferred profit of approximately $0.3 million was
recognized upon refinancing the property's mortgage note. The remaining deferred
profit will be recognized upon the sale of the remaining interest in the
property.
During 1997, the Company sold:
o 12.7 acres of land located in Birmingham, Alabama to an unaffiliated
third party for approximately $149,000 and a net gain on the sale of
approximately $131,000 was recognized in 1997, and
o approximately four acres of the Center Port property to unaffiliated
third parties for approximately $818,000 and the Company recognized a
net gain from the sale of real estate of approximately $204,000.
In June 1997 and January 1997, the Company sold an aggregate of 449,805 shares
of BBC's Class A Common Stock. Net proceeds received from these sales amounted
to approximately $3.7 million and a net gain of approximately $1.3 million was
recognized in 1997.
During 1999, the Company received distributions of approximately $588,000 from a
real estate limited partnership in which the Company holds an interest when the
limited partnership sold 31 of 34 convenience stores that it owned. The Company
has a 49.5% interest in this partnership and had written off its investment of
approximately $441,000 in 1990 based on the bankruptcy of the entity leasing the
real estate. The $588,000 distribution has been included in earnings from real
estate limited partnerships. In March 1996, as part of the sale of the Company's
Cypress Creek property in Fort Lauderdale, Florida, the Company received a 4.5%
limited partnership interest in the partnership that acquired the property. In
1999, the Company received a distribution of approximately $263,000 from the
liquidation of this partnership. The $263,000 has also been included in earnings
from real estate limited partnerships.
BBC's net income (loss) available for common shareholders for each of the years
in the three year period ended December 31, 1999 are summarized below (in
thousands):
For the Years 1999 1998
Ended December 31, to to
----------------------------- 1998 1997
1999 1998 1997 Change Change
------- ------- ------ ------ -------
Income from
continuing operations $28,792 10,186 23,658 18,606 (13,472)
Income (loss) from
discontinued operations,
net of taxes 2,077 (18,220) 4,111 20,297 (22,331)
------- ------- ------ ------ -------
Net income (loss) $30,869 (8,034) 27,769 38,903 (35,803)
======= ======= ====== ====== =======
The Company's equity in BBC's net income was approximately $10.5 million for the
year ended December 31, 1999, a net loss for the year ended December 31, 1998 of
approximately $1.4 million, and net income for the year ended December 31, 1997
of approximately $12.1 million. The increase in the Company's equity in earnings
of BBC for the year 1999 as compared to 1998 was due to an increase in earnings
by BBC. BBC's income from continuing operations increased by 183% during the
year ended December 31, 1999 compared to the same period during 1998 whereas
income from continuing operations decreased by 57% during the year ended
December 31, 1998 compared to the same period during 1997. The primary reasons
for BBC's increase in income from continuing operations during 1999 compared to
1998 were:
1) an increase in net interest income relating to a larger loan,
securities available for sale and investment securities portfolio,
2) higher transaction and ATM fee income due to an expanded ATM network
and a restructuring of transaction accounts,
3) enhanced income from Ryan Beck operations,
4) a significant increase in earnings from land sales related to BDC,
5) lower bank operations expenses resulting from the December 1998
corporate restructuring discussed below, and
6) gains on the sale of property and equipment and foreclosed assets.
The above BBC's increases were partially offset by:
1) an increase in the provision for loan losses resulting from
charge-offs and delinquency trends in BBC's indirect consumer and
small business loan portfolios, and
2) lower gains on the sale of loans, securities available for sale and
trading activities.
BBC's income from discontinued operations for the year ended December 31, 1999
resulted primarily from a lower than anticipated cost to sell mortgage servicing
rights and a recovery of a portion of the 1998 valuation allowance due to rising
interest rates during 1999. BBC's valuation allowance was established based upon
the interest rate environment at year end, which anticipated certain prepayment
speeds. Due to rising interest rates during 1999, prepayment speeds were less
than estimated resulting in an increase in mortgage servicing rights market
value.
The primary reasons for BBC's decrease in income from continuing operations
during 1998 compared to 1997 was:
1) a significant increase in the provision for loan losses resulting from
recent delinquency trends in the consumer indirect and small business
loan portfolios and growth in small business loans,
2) an increase in employee compensation and benefits expense from bank
operations due to expanded product lines and branch network,
3) higher occupancy expenses due to the opening of 10 branches and the
expansion of BankAtlantic's ATM network ,
4) increased advertising and promotion expenses to introduce
BankAtlantic's new corporate logo and to promote new product lines,
5) increased expenses associated with the higher administrative costs of
managing a larger branch and ATM network , and
6) restructuring charges and write-downs.
The above BBC items were partially offset by an increase in net interest income
due to a larger loan portfolio, income from real estate operations and a net
pension curtailment gain.
BBC determined in December 1998 to discontinue the mortgage servicing business.
Included in the loss from discontinued operations during the year ended December
31, 1998 was a $6.1 million provision for the disposal of the mortgage servicing
business (net of income taxes). The remaining loss from discontinued operations
during 1998 primarily resulted from rapidly declining interest rates during 1998
causing prepayments and declines in the value of the mortgage servicing rights
asset.
The following table gives information regarding the Company's ownership interest
in BBC at the dates indicated:
BBC BBC
Class A Class B
Common Common Total
Stock Stock Outstanding
----- ----- -----------
December 31, 1997 30.6% 45.6% 35.6%
December 31, 1998 25.1% 47.1% 31.3%
December 31, 1999 26.1% 47.5% 31.3%
The decrease in ownership at December 31, 1998 as compared to 1997 was
attributable to BBC's issuance of Class A Common Stock in connection with
acquisitions. This decrease was offset in part by reductions in the outstanding
shares of BBC Common Stock primarily due to BBC's repurchases of its shares.
Other income increased for the year ended December 31, 1999 as compared to the
same period in 1998 primarily due to proceeds received relating to advances due
from an affiliate which were written-off in prior years and management fees from
BankAtlantic Development Corporation for the compensation of accounting and
other administrative services.
The following table shows the components of costs and expenses and the changes
between the periods indicated (in thousands):
1999 1998
December 31, to to
--------------------- 1998 1997
1999 1998 1997 Change Change
---- ---- ---- ------ ------
Interest on subordinated
debentures $ 408 492 723 (84) (231)
Interest on mortgages payable
and other borrowings 1,205 1,420 1,996 (215) (576)
Cost of sale of real estate 2,097 8,525 632 (6,428) 7,893
Allowance for loss on mortgage
notes 300 -- -- 300 --
Write-down of investment -- 184 -- (184) 184
(Income) expenses related to
real estate held for
development and sale, net (37) 68 130 (105) (62)
Reversal of provision for
litigation -- -- (2,272) -- 2,272
Employee compensation and benefits 1,264 1,190 1,153 74 37
Occupancy and equipment 53 50 40 3 10
General and administrative, net 975 778 964 197 (186)
-------- ------ ------ ------ ------
$ 6,265 12,707 3,366 (6,442) 9,341
======== ====== ====== ====== ======
Interest on subordinated debentures decreased for the year ended December 31,
1999 as compared to same period in 1998 due to the redemption of the Company's
outstanding Subordinated Debentures at a price of 100% of the principal amount
plus accrued interest through the date of redemption. Interest on subordinated
debentures decreased for the year ended December 31, 1998 as compared to the
same period in 1997 primarily due to reduction in the outstanding amount of
Debentures and the accrual of interest on certain Debentures during 1996 related
to the delayed funding of the 1989 Exchange settlement liability.
Interest on mortgage payable and other borrowings decreased for the year ended
December 31, 1999 as compared to the same period in 1998 due to lower average
borrowings outstanding and for year ended December 31, 1998 as compared to the
same period in 1997.
The Company recorded an allowance for loss on mortgage notes due from affiliated
limited partnerships of $300,000 during 1999. This allowance for mortgage notes
was based upon management's determination regarding the net carrying value of
the loans and the estimated fair value of the underlying loan collateral. In
June 1998, the Company also reduced its carrying value on an investment in an
affiliated partnership by $184,000.
The (income) expenses relating to real estate held for development and sale, net
represent the Company's expenses and revenues relating to the Center Port
property located in Pompano Beach, Florida and a 50% interest in Delray
Industrial Park property ("Delray") located in Delray Beach, Florida. (Income)
expenses related to real estate held for development and sale decreased for the
1999 period as compared to the 1998 period primarily due to decreased property
taxes, administrative expenses and an increase in rental income at Center Port
and Delray. Expenses relating to real estate held for development and sale, net
decreased for the year ended December 31, 1998 as compared to the same period in
1997 primarily due to decreased property taxes and administrative expenses at
the Center Port property. As development is completed and parcels of land are
sold from the Center Port project, these expenses are expected to continue to
decline.
General and administrative, net increased for the year ended December 31, 1999
as compared to the same period in 1998 primarily due to an increase in
professional and consulting fees relating to a registration statement that was
subsequently abandoned. This increase was partially offset with a decrease in
stockholders relation expenses, leasing fees and intangible taxes. General and
administrative, net, decreased for the year ended December 31, 1998 as compared
to the same period in 1997 primarily due to decreased legal fees, trustee fees
and amortization expense. This decrease was offset in part by an increase in
intangible taxes.
In connection with the litigation entitled Short vs. Eden, et al., the Company
at December 31, 1996 had an accrual of approximately $3.0 million included in
other liabilities. The Company in April 1997 disbursed approximately $783,000
and received a release and satisfaction of judgment. Accordingly, the remaining
accrual of approximately $2.3 million was reversed during 1997.
The Company does not include BBC and its subsidiaries in its consolidated income
tax return with its wholly-owned subsidiaries since the Company owns less than
80% of the outstanding stock of BBC. The Company utilizes the asset and
liability method to account for income taxes. Under the asset and liability
method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. As of December 31, 1999, 1998 and 1997, the Company's deferred income
taxes were approximately $13.6 million, $13.2 million and $11.7 million,
respectively. The increase in deferred income taxes at December 31, 1998 as
compared to December 31, 1997 was primarily due to the deferred taxes associated
with the increase in the investment in BBC of approximately $2.4 million.
Financial Condition
- -------------------
The Company's total assets at December 31, 1999 and 1998 were $96.7 million and
$91.3, respectively. The majority of the difference at December 31, 1999 as
compared to December 31, 1998 was due to increases in venture capital
investments. This increase was offset in part with decreases in
o investment in BBC
o mortgage notes and related receivables, net
During 1999, the Company invested approximately $6.7 million in five
unaffiliated technology entities. During 2000, these investments were
contributed to a specified asset limited partnership managed by an affiliate of
the Company. Interests in such partnership were sold in March 2000 to accredited
investors in a private offering and the Company received approximately $6.2
million of the proceeds. The Company's net investment after receipt of the
proceeds will be approximately $1.8 million. It is anticipated that the Company
may form additional partnerships in the future to invest in the technology
sector.
Investment in BBC decreased primarily due to BBC's unrealized depreciation on
securities available for sale, net of deferred income taxes of approximately
$9.6 million, dividends of approximately $1.2 million and other BBC capital
transactions of approximately $493,000. This decrease was offset in part by the
equity in earnings of BBC of approximately $10.5 million.
Mortgage notes and related receivables, net decreased due to an allowance for
loss on mortgage notes due from affiliated limited partnerships of approximately
$300,000. This allowance for notes was based upon management's determination
regarding the net carrying value of the loans and the estimated fair value of
the underlying collateral.
The Company's total liabilities at December 31, 1999 and 1998 were approximately
$37.8 million and $33.6 million, respectively. The increase in total liabilities
was primarily due to additional borrowings of approximately $8.08 million. This
increase was offset in part by the redemption of the Company's subordinated
debentures and deferred interest. Approximately $1.4 million in principal amount
of subordinated debentures were redeemed together with approximately $2.2
million in accrued interest through the date of redemption.
Purchase Accounting
- -------------------
The acquisition of BBC was accounted for as a purchase and accordingly, the
assets and liabilities acquired were revalued to reflect market values at the
dates of acquisition. The discounts and premiums arising as a result of such
revaluation are generally being accreted or amortized (i.e. added into income or
deducted from income), net of tax, using the level yield or interest method over
the remaining life of the assets and liabilities. The net impact of such
accretion, amortization and other purchase accounting adjustments was to
increase consolidated net earnings during the year ended December 31, 1999 by
approximately $658,000 and by approximately $741,000 during each of the years
ended December 31, 1998 and 1997. Excess cost over fair value of net assets
acquired at December 31, 1999 and 1998, was approximately $331,000 and $454,000,
respectively. Such excess cost over fair value of net assets acquired is
included in the investment in BBC in the accompanying statements of financial
condition.
Liquidity and Capital Resources
- -------------------------------
The primary sources of funds to the Company for the year ended December 31, 1999
were distributions from real estate limited partnerships, proceeds from the sale
of real estate, increase in borrowings, principal reductions on loan
receivables, revenues from property operations, and dividends from BBC. These
funds were primarily utilized to reduce mortgage payables and other borrowings,
redemption of the outstanding subordinated debentures and interest accrued, to
fund development and construction costs at the Center Port property, to invest
venture capital in technology entities, and to fund operating expenses and
general and administrative expenses.
In September 1999, the Company redeemed all of its outstanding Subordinated
Debentures by paying approximately $3.6 million to a Trustee, representing the
principal balance of approximately $1.4 million and the payment of accrued
interest of $2.2 million. The Company recognized an extraordinary loss from
extinguishment of debt, net of income tax benefit of approximately $179,000 due
to the write-off of the subordinated debentures valuation discount and other
related costs.
In accordance with the terms of the applicable escrow agreements established to
fund payment of amounts associated with a settlement of litigation, at September
30, 1999, approximately $2.7 million remained in escrow accounts to fund future
payments. In January 2000, approximately $2.5 million remaining in escrow was
released to the Company and any future payments associated with these
settlements will be paid from the Company's working capital. Payments are made
when a claimant presents a subordinated debenture that was cancelled upon
settlement of the litigation. At December 31, 1999, there was approximately $5.1
million associated with these settlements that could be presented for payment.
The Company is not obligated to pay interest on these amounts.
During 1999, the Company invested approximately $6.7 million in five
unaffiliated technology entities. During 2000, these investments were
contributed to a specified asset limited partnership managed by an affiliate of
the Company. Interests in such partnership were sold in March 2000 to accredited
investors in a private offering and the Company received approximately $6.2
million of the proceeds. The Company's net investment after receipt of the
proceeds will be approximately $1.8 million. It is anticipated that the Company
may form additional partnerships in the future to invest in the technology
sector.
In December 1994, an entity controlled by the Company acquired from an
unaffiliated seller approximately 70 acres of unimproved land known as the
"Center Port" property in Pompano Beach, Florida. Through December 31, 1999,
approximately 50 acres of the Center Port property had been sold to unaffiliated
third parties for approximately $13.6 million and the Company recognized net
gains from the sales of real estate of approximately $3.4 million. The remainder
of the Center Port property is currently being marketed for sale. The unsold
property is unencumbered.
As previously indicated the Company holds approximately 31.3% of all outstanding
BBC Common Stock. The payment of dividends by BBC is subject to declaration by
BBC's Board of Directors and will depend upon, among other things, the results
of operations, financial condition and cash requirements of BBC and the ability
of BankAtlantic to pay dividends or otherwise advance funds to BBC, which in
turns is subject to OTS regulation and is based upon BankAtlantic's regulatory
capital levels and net income. Currently, BBC pays a quarterly dividend of $.025
and $.023 per share for Class A and Class B Common Stock, respectively.
BBC requires funds to pay certain operating expenses, payments required for the
9 1/2% Cumulative Trust Preferred Securities, interest on the 5 5/8%, 6 3/4%, 9%
Debentures and 10% Subordinated Investment Notes and regular quarterly cash
dividend payments to its common shareholders, subject to regulatory
restrictions. It is anticipated that funds for payment of these items, which
were $23.2 million for the year ended December 31, 1999, will be provided by
dividends received from BankAtlantic.
At December 31, 1999, BankAtlantic's core, Tier 1 risk-based and total
risk-based capital ratios were 7.71%, 12.04% and 13.30%, respectively. Based on
these capital ratios, BankAtlantic meets the definition of a well-capitalized
institution; however, BankAtlantic's capital distribution exceeds net income for
the prior two years and therefore must file a capital distribution application
with the OTS prior to making distributions to BBC.
Cash Flows
- ----------
A summary of the Company's consolidated cash flows follows (in thousands):
For the Years Ended December 31,
--------------------------------
1999 1998 1997
------- ------- -------
Net cash provided (used) by:
Operating activities $(2,249) (1,152) (8,925)
Investing activities (2,649) 12,538 10,812
Financing activities 3,920 (9,467) (3,079)
------- ------- -------
Increase (decrease) in cash
and cash equivalents $ (978) 1,919 (1,192)
======= ======= =======
Impact of Inflation - The financial statements and related financial data and
notes presented herein have been prepared in accordance with GAAP, which require
the measurement of financial position and operating results in terms of
historical dollars, without considering changes in the relative purchasing power
of money over time due to inflation. BFC does not believe that inflation has had
any material impact on the Company. Inflation could also have an effect on the
market value of the Company's ownership in its BBC Common Stock. Virtually all
of the assets and liabilities of BBC are monetary in nature. As a result,
interest rates have a more significant impact on BBC's performance than the
effects of general price levels. Although interest rates generally move in the
same direction as inflation, the magnitude of such changes varies.
Market Risk
- -----------
Market risk is defined as the risk of loss arising from adverse changes in
market valuation which arise from interest rate risk, foreign currency exchange
rate risk, commodity price risk and equity price risk. The Company's primary
market risk is equity risk through its investment in BBC.
Equity Pricing Risk
- -------------------
The Company's primary equity investment is its investment in BBC. This
investment was entered into for purposes other than trading purposes. Since this
investment is carried using the equity method of accounting, changes in market
price of BBC stock would not have a direct impact on the financial statements,
however, a change in market price may have an impact on the investment
community's view of the Company. The following table shows changes in the market
value of the Company's investment in BBC at December 31, 1999 based on
percentage changes in market price. Actual future price changes may be different
from the changes identified in the table below (in thousands):
Percent
Change In Market
Market Price Value
------------ -----
20.00% $ 71,058
10.00% 65,136
0.00% 59,215
(10.00)% (53,293)
(20.00)% (47,372)
The Company has provided venture capital to various entities with the
anticipation that it will be able to achieve a return on its investment when
these entities are either acquired by other companies or sell their stock in
public offerings. It is possible that the products being developed by these
entities will not gain market acceptances or that the public markets will not
support a pricing of these entities that would allow the Company to make a
return on or recoup its investments in these entities.
Management does not believe that market risk on other equity instruments would
have a significant impact on the financial condition of the Company.
Below is an analysis of BBC's equity pricing risk at December 31, 1999. BBC
(including Ryan Beck) maintains a portfolio of trading and available for sale
securities, which subjects BBC to equity pricing risks. The change in fair
values of equity securities represents instantaneous changes in all equity
prices segregated by trading, securities sold not yet purchased and available
for sale securities. The following are hypothetical changes in the fair value of
BBC's trading and available for sale securities at December 31, 1999 based on
percentage changes in fair value. Actual future price appreciation or
depreciation may be different from the changes identified in the table below.
Available Securities Total
Percent Trading for Sale Sold Not Dollar
Change in Securities Securities Yet Change from
Fair Value Fair Value Fair Value Purchased 0%
---------- ---------- ---------- ---------- -----------
(dollars in thousands)
20 % $ 27,973 $ 21,863 $ 3,155 $ 8,832
10 % $ 25,642 $ 20,041 $ 2,892 $ 4,416
0 % $ 23,311 $ 18,219 $ 2,629 $ 0
(10) % $ 20,980 $ 16,397 $ 2,366 $ (4,416)
(20) % $ 18,649 $ 14,575 $ 2,103 $ (8,832)
BankAtlantic expanded its proprietary trading group during 1999. Their
activities include trading in options and future contracts on U.S. Treasury
Notes and Bonds as well as Eurodollar time deposits that settle in three months
or less. Eurodollar time deposits are indexed to the LIBOR interest rate. In
addition, Ryan Beck is a market maker in equity securities, which could, from
time to time require them to hold securities during declining markets. BBC
attempts to manage its equity price risk by maintaining a relatively small
portfolio of securities and evaluating equity securities as part of BBC's
overall asset and liability management process.
Interest Rate Risk
- ------------------
The majority of BBC's assets and liabilities are monetary in nature subjecting
BBC to significant interest rate risk. BBC has developed a model using standard
industry software to quantify its interest rate risk. A sensitivity analysis was
performed measuring BBC's potential gains and losses in net portfolio fair
values of interest rate sensitive instruments at December 31, 1999 resulting
from a change in interest rates. BBC Interest rate sensitive instruments
included in the model were:
o loan portfolio,
o debt securities available for sale,
o investment securities,
o FHLB stock,
o Federal Funds sold,
o deposits,
o advances from FHLB,
o securities sold under agreements to repurchase,
o Federal Funds purchased,
o Subordinated Debentures,
o notes and bonds payable,
o Trust Preferred Securities, and
o off-balance sheet loan commitments.
BBC has no off-balance sheet derivatives other than fixed rate loan commitments
aggregating $8.8 million at December 31, 1999.
The model calculates the net potential gains and losses in net portfolio fair
value by:
(i) discounting anticipated cash flows from existing assets,
liabilities and off-balance sheet contracts at market rates to
determine fair values at December 31, 1999,
(ii) discounting the above expected cash flows based on instantaneous
and parallel shifts in the yield curve to determine fair values,
(iii) the difference between the fair value calculated in (i) and (ii)
is the potential gains and losses in net portfolio fair values.
BBC's management has made estimates of fair value discount rates that it
believes to be reasonable. However, because there is no quoted market for many
of these financial instruments, BBC's management has no basis to determine
whether the fair value presented would be indicative of the value negotiated in
an actual sale. BankAtlantic's fair value estimates do not consider the tax
effect that would be associated with the disposition of the assets or
liabilities at their fair value estimates.
The prepayment assumptions used in the model are disclosed in BankAtlantic's
Cumulative Rate Sensitivity GAP at December 31, 1999. Subordinated debentures,
notes and bonds payable and Trust Preferred Securities were valued for this
purpose based on their contractual maturities or redemption date. BBC's interest
rate risk policy has been approved by the Board of Directors and establishes
guidelines for tolerance levels for net portfolio value changes based on
interest rate volatility. BBC's management has maintained the portfolio within
these established tolerances.
Presented below is an analysis of BBC's interest rate risk at December 31, 1999.
The table measures changes in net portfolio value for instantaneous and parallel
shifts in the yield curve in 100 basis point increments up or down.
Net
Portfolio
Changes Value Dollar
in Rate Amount Change
------- ------ ------
(dollars in thousands)
+200 bp $ 249,790 $ (98,884)
+100 bp $ 297,870 $ (50,804)
0 bp $ 348,674 $ 0
-100 bp $ 381,219 $ 32,545
-200 bp $ 362,742 $ 14,068
Certain assumptions by BBC in assessing the interest rate risk were utilized in
preparing the preceding table. These assumptions related to:
o interest rates,
o loan prepayment rates,
o deposit decay rates,
o market values of certain assets under various interest rate scenarios,
and
o repricing of certain borrowings
It was also assumed that delinquency rates would not change as a result of
changes in interest rates although there can be no assurance that this would be
the case. Even if interest rates change in the designated increments, there can
be no assurance that BBC's assets and liabilities would perform as indicated in
the table above. In addition, a change in U.S. Treasury rates in the designated
amounts, accompanied by a change in the shape of the yield curve could cause
significantly different changes to the fair values than indicated above.
Furthermore, the result of the calculations in the preceding table are subject
to significant deviations based upon actual future events, including
anticipatory and reactive measures which BBC may take in the future.
Year 2000 Considerations
- ------------------------
The Company has not and does not expect to experience any problems associated
with year 2000 issues.
With respect to the Company's subsidiary BBC, BBC did not experience any system
interruptions associated with the year 2000 event. BBC is currently monitoring
its loan customers for possible year 2000 losses. Management of BBC has
indicated that the year 2000 event has not had and is not expected to have a
material impact on BBC's consolidated financial condition or results of
operations.
ITEM 8. INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report
Financial Statements:
Consolidated Statements of Financial Condition - December 31, 1999 and 1998
Consolidated Statements of Operations - For each of the Years in the Three
Year Period ended December 31, 1999
Consolidated Statements of Stockholders' Equity and Comprehensive Income -
For each of the Years in the Three Year Period ended December 31, 1999
Consolidated Statements of Cash Flows - For each of the Years in the Three
Year Period ended December 31, 1999
Notes to Consolidated Financial Statements
INDEPENDENT AUDITORS' REPORT
The Board of Directors
BFC Financial Corporation:
We have audited the accompanying consolidated statements of financial condition
of BFC Financial Corporation and subsidiaries as of December 31, 1999 and 1998,
and the related consolidated statements of operations, stockholders' equity and
comprehensive income and cash flows for each of the years in the three-year
period ended December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of BFC Financial
Corporation and subsidiaries at December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1999, in conformity with generally accepted accounting
principles.
KPMG LLP
Fort Lauderdale, Florida
March 20, 2000
BFC Financial Corporation and Subsidiaries
Consolidated Statements of Financial Condition
December 31, 1999 and 1998
(in thousands, except share data)
Assets
1999 1998
---- ----
Cash and cash equivalents $ 1,545 2,523
Securities available for sale 255 107
Investment in BankAtlantic Bancorp, Inc. ("BBC") 73,764 74,565
Venture capital investments 8,408 343
Mortgage notes and related receivables, net 1,325 1,740
Investment real estate, net 5,803 6,172
Real estate held for development and sale 1,840 1,811
Other assets 3,805 3,996
-------- --------
Total assets $ 96,745 91,257
======== ========
Liabilities and Stockholders' Equity
Subordinated debentures, net -- 1,452
Deferred interest on the subordinated debentures -- 2,217
Mortgage payables and other borrowings 18,253 10,784
Other liabilities 5,933 5,967
Deferred income taxes 13,594 13,206
-------- --------
Total liabilities 37,780 33,626
Stockholders' equity:
Preferred stock of $.01 par value; authorized
10,000,000 shares; none issued -- --
Class A common stock of $.01 par value,
authorized 20,000,000 shares; issued and outstanding
6,454,494 in 1999 and 6,453,994 in 1998 58 58
Class B common stock, of $.01 par value; authorized
20,000,000 shares; issued and outstanding
2,354,907 in 1999 and 2,355,407 in 1998 21 21
Additional paid-in capital 25,890 26,095
Retained earnings 38,086 30,660
-------- --------
Total stockholders' equity before
accumulated other comprehensive income 64,055 56,834
Accumulated other comprehensive income- net unrealized
appreciation (depreciation) on securities available
for sale of the Company and BBC,
net of deferred income taxes (5,090) 797
-------- --------
Total stockholders' equity 58,965 57,631
-------- --------
Total liabilities and stockholders' equity $ 96,745 91,257
======== ========
See accompanying notes to consolidated financial statements.
BFC Financial Corporation and Subsidiaries
Consolidated Statements of Operations
For each of the years in the three year period ended
December 31, 1999
(in thousands, except per share data)
1999 1998 1997
---- ---- ----
Revenues:
Interest on mortgage notes and
related receivables $ 1,284 1,108 221
Interest and dividends on securities
available for sale and escrow accounts 245 228 445
Earnings on real estate rental operations, net 1,112 979 1,034
Sale of real estate 3,488 11,706 967
Net gain from sale of stock -- -- 1,349
Earnings from real estate limited partnerships 851 -- --
Equity in earnings (loss) of BBC 10,501 (1,397) 12,129
Other income 218 34 209
-------- -------- --------
Total revenues 17,699 12,658 16,354
-------- -------- --------
Costs and expenses:
Interest on subordinated debentures 408 492 723
Interest on mortgages payable
and other borrowings 1,205 1,420 1,996
Cost of sale of real estate 2,097 8,525 632
Allowance for loss on mortgage notes 300 -- --
Write-down of investment -- 184 --
(Income) expenses related to real
estate held for development and
sale, net (37) 68 130
Reversal of provision for litigation -- -- (2,272)
Employee compensation and benefits 1,264 1,190 1,153
Occupancy and equipment 53 50 40
General and administrative, net 975 778 964
-------- -------- --------
Total cost and expenses 6,265 12,707 3,366
-------- -------- --------
Income (loss) before income taxes
and extraordinary items 11,434 (49) 12,988
Provision (benefit) for income taxes 4,183 (368) 4,222
-------- -------- --------
Income before extraordinary items 7,251 319 8,766
Extraordinary items:
Net gain from debt restructuring, net
of income taxes of $114,000 in 1997 -- -- 181
Net (loss) gain from extinguishment
of debt, net of income tax (benefit)
expense of ($112,000) in 1999,
$39,000 in 1998 and $72,000 in 1997 (179) 61 115
Gain on settlements of litigation,
net of income taxes of $222,000 in
1999 and $475,000 in 1997 354 -- 756
-------- -------- --------
Net income $ 7,426 380 9,818
======== ======== ========
Basic earnings per share:
Before extraordinary items $ 0.91 0.04 1.10
Extraordinary items 0.02 0.01 0.13
-------- -------- --------
Net income $ 0.93 0.05 1.23
======== ======== ========
Diluted earnings per share:
Before extraordinary items $ 0.82 0.04 1.00
Extraordinary items 0.02 -- 0.12
-------- -------- --------
Net income $ 0.84 0.04 1.12
======== ======== ========
Basic weighted average shares outstanding 7,957 7,954 7,938
======== ======== ========
Diluted weighted average shares outstanding 8,818 9,101 8,731
======== ======== ========
See accompanying notes to consolidated financial statements.
BFC Financial Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity and Comprehensive Income
For each of the years in the three year period ended December 31, 1999
(in thousands)
Accumulated
Addi- Other
Compre- Class A Class B tional Compre-
hensive Common Common Paid-in Retained hensive
income Stock Stock Capital Earnings Income Total
------ ----- ----- ------- -------- ------ -----
Balance at
December 31, 1996 $ -- 21 20,610 20,520 311 41,462
Net income $ 9,818 -- -- -- 9,818 -- 9,818
-------
Other comprehensive income,
net of tax:
Unrealized gain on securities
available for sale 194
Reclassification adjustment
for gains included
in net income (247)
-------
Other comprehensive income (loss) (53)
-------
Comprehensive income $ 9,765
=======
Net effect of BBC capital
transactions, net of
deferred income taxes -- -- 2,759 -- -- 2,759
Change in BBC net unrealized
appreciation on securities
available for sale-net of
deferred income taxes -- -- -- -- (53) (53)
5 for 4 stock split 5 -- -- (5) -- --
3 for 1 stock split 53 -- -- (53) -- --
Exercise of stock options -- -- 156 -- -- 156
------- ------- ------- ------- ------- -------
Balance at
December 31, 1997 58 21 23,525 30,280 258 54,142
Net income $ 380 -- -- -- 380 -- 380
-------
Other comprehensive income,
net of tax:
Unrealized gain on securities
available for sale 821
Reclassification adjustment
for gains included
in net income (282)
-------
Other comprehensive income 539
-------
Comprehensive income $ 919
=======
Net effect of BBC capital
transactions, net of
deferred income taxes -- -- 2,510 -- -- 2,510
Change in net unrealized
appreciation on securities
available for sale-net of
deferred income taxes -- -- -- -- 539 539
Exercise of stock options -- -- 60 -- -- 60
------- ------- ------- ------- ------- -------
Balance at
December 31, 1998 58 21 26,095 30,660 797 57,631
Net income $ 7,426 -- -- -- 7,426 -- 7,426
-------
Other comprehensive income,
net of tax:
Unrealized loss on securities
available for sale (5,663)
Reclassification adjustment
for gains included
in net income (224)
-------
Other comprehensive income (loss) (5,887)
-------
Comprehensive income $ 1,539
=======
Net effect of BBC capital
transactions, net of
deferred income taxes -- -- (205) -- -- (205)
Change in net unrealized
appreciation on securities
available for sale-net of
deferred income taxes -- -- -- -- (5,887) (5,887)
------- ------- ------- ------- ------- -------
Balance at
December 31, 1999 $ 58 21 25,890 38,086 (5,090) 58,965
======= ======= ======= ======= ======= =======
See accompanying notes to consolidated financial statements.
BFC Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For each of the years in three year period ended
December 31, 1999
(In thousands)
For the years
ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
Operating activities:
Net income $ 7,426 380 9,818
Adjustments to reconcile net income
to net cash (used in) operating activities:
Depreciation 521 575 683
Net gain from debt restructuring, net of
income taxes -- -- (181)
Net (gain) loss from extinguishment of debt,
net of income tax (benefit) expense 179 (61) (115)
Gain on settlements of litigation,
net of income taxes (354) -- (756)
Gain on sale of real estate, net (1,391) (3,181) (335)
Net gain from sale of stock -- -- (1,349)
Equity in (earnings) loss of BBC (10,501) 1,397 (12,129)
Earnings from real estate limited partnership (851) -- --
(Income) expenses related to real estate held
for development and sale, net (37) 68 130
Provision (benefit) for deferred income taxes 4,103 (458) 4,222
Allowance for loss on mortgage notes 300 -- --
Amortization on subordinated debentures 5 11 13
Accretion of discount on loans receivable (39) (40) (45)
Increase in real estate development
and construction costs (1,863) (2,631) (388)
Reversal of provision for litigation -- -- (2,272)
Fundings for litigation settlement -- -- (1,801)
Increase in the escrows for called
debenture liability -- -- (5,158)
Proceeds from escrow for called
debenture liability -- 2,166 --
Increase in deferred interest on the
subordinated debentures 403 482 656
Accrued interest income on escrow accounts (148) (124) (237)
Interest accrued regarding called
debenture liability -- -- 52
Increase (decrease) in other liabilities 112 (4) 45
Decrease (increase) in other assets (114) 268 222
-------- -------- --------
Net cash used in operating activities (2,249) (1,152) (8,925)
-------- -------- --------
Investing activities:
Proceeds from sales of real estate 1,663 495 128
Proceeds from the sale of stock -- -- 3,720
Common stock dividends received from BBC 1,236 1,187 1,025
Purchase of venture capital investments (8,065) -- --
Purchase of securities available for sale -- (8,788) (19,225)
Proceeds from redemption and maturities
of securities available for sale -- 9,768 24,535
Principal reduction on mortgage notes and
related receivables, net 154 159 182
Decrease in real estate
held for development and sale 2,433 9,800 490
Addition to office properties and equipment -- -- (21)
Improvements to investment real estate (152) (83) (22)
Other 82 -- --
-------- -------- --------
Net cash (used in) provided
by investing activities (2,649) 12,538 10,812
-------- -------- --------
Financing activities:
Issuance of common stock -- 35 91
Increase in borrowings 8,079 -- 9,144
Repayments of borrowings (4,159) (9,502) (12,314)
-------- -------- --------
Net cash provided by (used in)
financing activities 3,920 (9,467) (3,079)
-------- -------- --------
(Decrease) increase in cash
and cash equivalents (978) 1,919 (1,192)
Cash and cash equivalents
at beginning of period 2,523 604 1,796
-------- -------- --------
Cash and cash equivalents at
end of period $ 1,545 2,523 604
======== ======== ========
See accompanying notes to consolidated financial statements.
BFC Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
For the years ended December 31, 1999, 1998 and 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statement Presentation - BFC Financial Corporation ("BFC" or
the "Company") is a unitary savings bank holding company as a consequence of its
ownership of the Common Stock of BankAtlantic Bancorp, Inc. ("BBC").
BankAtlantic, a Federal Savings Bank, ("BankAtlantic") is a wholly-owned
subsidiary of BankAtlantic Bancorp ("BBC"). The Company's primary asset is the
capital stock of BBC and its primary activities currently relate to that asset.
The financial statements have been prepared in conformity with generally
accepted accounting principles ("GAAP"). In preparing the financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of the date of the statements of consolidated financial
condition and income and expenses for the periods presented. Actual results
could differ significantly from those estimates. Material estimates that are
particularly susceptible to significant change in the next year relate to the
determination of the valuation allowance for real estate and the allowance for
mortgage notes and related receivables.
The consolidated financial statements and notes to consolidated financial
statements of BankAtlantic Bancorp, Inc. and Subsidiaries are incorporated
herein by reference.
Principles of Consolidation - The consolidated financial statements reflect the
activities of BFC and its wholly owned subsidiaries. Because the Company's
ownership in BBC is less than 50%, the Company's investment in BBC is carried on
the equity method.
Cash Equivalents - Cash equivalents include liquid investments with original
maturities of three months or less.
Securities Available for Sale - The Company's securities are available for sale.
These securities are carried at fair value, with any related unrealized
appreciation or depreciation reported as a separate component of stockholders'
equity, net of income taxes. A write-down is reflected in the statement of
operations to the extent that securities are other than temporarily impaired.
Mortgage Notes and Related Receivables, net - Mortgage notes and related
receivables, net, are carried at the lower of cost or fair value.
Allowance for Loan Losses - Non-collateral dependent loan impairment is based on
the present value of the estimated future cash flows. Impairment losses are
included in the allowance for loan losses through a charge to the provision for
loan losses. Adjustments to impairment losses resulting from changes in the fair
value of an impaired loan's collateral or projected cash flows are included in
the provision for loan losses. Upon disposition of an impaired loan, any related
valuation allowance is removed from the allowance for loan losses.
Real Estate - Investment real estate is held for use. Real estate held for
development and sale includes land held for development and land held for sale.
Costs clearly associated with the development of a specific parcel are
capitalized as a cost of that parcel. Indirect land development costs are
allocated to parcels based upon the square footage of parcels benefited. Land
costs were allocated to the various parcels based upon the relative sales value
method. Real estate held for sale is stated at the lower of carrying amount or
fair value less cost to sell. Real estate held for development is evaluated for
impairment based upon the undiscounted future cash flows of the property
compared to the carrying value of the property. If the undiscounted future cash
flows are lower than the carrying value of the property, a valuation allowance
is established for the difference between the carrying amount of the parcel and
the fair value of the parcel, less cost to sell. The fair value of real estate
is evaluated based on existing and anticipated market conditions. The evaluation
takes into consideration the current status of the property, various
restrictions, carrying costs, costs of disposition and any other circumstances
which may affect estimated fair value.
Profit or loss on real estate sold is recognized in accordance with Statement of
Financial Accounting Standard No. 66, "Accounting for Sales of Real Estate". Any
estimated loss is recognized in the period in which it becomes apparent.
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of -
Long-lived assets and assets held for sale are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, the Company
estimates the future cash flows expected to result from the use of the asset and
its eventual disposition. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized. Measurement of an impairment loss
for long-lived assets and identifiable intangibles that the Company expects to
hold and use is based on the fair value of the asset.
Depreciation - Depreciation is computed on the straight-line method over the
estimated useful lives of the assets which generally range up to 31.5 years for
buildings and 4 years for tenant improvements.
Income Taxes - The Company does not include BBC and its subsidiaries in its
consolidated income tax return with its wholly owned subsidiaries, since the
Company owns less than 80% of the outstanding stock of BBC. Deferred income
taxes are provided on elements of income that are recognized for financial
accounting purposes in periods different than such items are recognized for
income tax purposes.
The Company utilizes the asset and liability method to account for income taxes.
Under the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to the differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in the period that includes the statutory enactment
date. A valuation allowance is provided to the extent it is more likely than not
that deferred tax assets will not be utilized.
Excess Cost Over Fair Value of Net Assets Acquired (Goodwill) - The ownership
position in BBC was acquired at different times. In some acquisitions, the fair
market value of the net assets of BBC were greater than the Company's cost. At
other acquisitions, the Company's cost was in excess of the fair market value of
BBC's net assets. The excess of fair market value over cost was recorded as a
reduction to the fair market value of non-current assets. The excess purchase
price over fair market value was recorded as goodwill and is being amortized on
the straight-line basis over a 15-year period. The excess of such cost basis
over the Company's purchase price was recorded as a reduction to property and
equipment and is being amortized on a straight-line basis over a ten-year
period. Cost over fair value of net assets acquired and other intangible assets
is evaluated by management for impairment on an on-going basis based on the
facts and circumstances related to the net assets acquired. That evaluation
includes a review of current and estimated future earnings and dividend paying
ability.
Earnings Per Share - While the Company has two classes of common stock
outstanding, the two-class method is not presented because the Company's capital
structure does not provide for different dividend rates or other preferences,
other than voting rights, between the two classes. Basic earnings per share
excludes dilution and is computed by dividing net income by the weighted average
number of common shares outstanding for the period. Diluted earnings per share
reflects the potential dilution that could occur if options to issue common
shares were exercised. Common stock options, if dilutive, are considered in the
weighted average number of dilutive common shares outstanding. The options are
included in the weighted average number of dilutive common shares outstanding
based on the treasury stock method. For all periods, the shares of the Company
issued in connection with a 1984 acquisition are considered outstanding after
elimination of the Company's percentage ownership of the entity that received
the shares issued in that acquisition.
Stock Based Compensation Plans - The Company maintains both qualifying and
non-qualifying stock-based compensation plans for its employees and directors.
The Company has elected to account for its employee stock-based compensation
plans under APB No. 25.
Reclassifications - For comparative purposes, certain prior year balances have
been reclassified to conform with the 1999 financial statement presentation.
2. INVESTMENT IN BANKATLANTIC BANCORP, INC.
The Company has acquired its 31.3% ownership of all outstanding BBC Common Stock
at December 31, 1999 through various acquisitions and sales. Where appropriate,
amounts throughout this report of all BBC share and per share amounts have been
adjusted for stock splits declared by BBC. BBC's Class A Common Stock is
non-voting and is entitled to receive cash dividends equal to at least 110% of
any cash dividends declared and paid on the Class B Common Stock. At December
31, 1999, the Company owned 8,296,891 shares of BBC Class A Common Stock and
4,876,124 shares of BBC Class B Common Stock. The aggregate market value of the
Company's investment in BBC at December 31, 1999 was approximately $59.2 million
or approximately $14.5 million less than the carrying value in the financial
statements. Management does not believe that there is any permanent impairment
in the value of the investment in BBC. The following table reflects BFC's
percentage ownership in BBC:
Class A Class B
Common Common Total
Stock Stock Outstanding
----- ----- -----------
December 31, 1997 30.6% 45.6% 35.6%
December 31, 1998 25.1% 47.1% 31.3%
December 31, 1999 26.1% 47.5% 31.3%
A reconciliation of the carrying value in BBC to BBC's Stockholders equity at
December 31, 1999 and 1998 is as follows:
1999 1998
---- ----
BBC stockholders' equity $ 235,886 240,440
Ownership percentage 31.3% 31.3%
--------- --------
73,913 75,340
Purchase accounting adjustments (149) (775)
--------- --------
Investment in BBC $ 73,764 74,565
========= ========
The acquisition of BBC has been accounted for as a purchase and accordingly, the
assets and liabilities acquired have been revalued to reflect market values at
the dates of acquisition. The discounts and premiums arising as a result of such
revaluation are generally being accreted or amortized (i.e. added into income or
deducted from income), net of tax, using the level yield or interest method over
the remaining life of the assets and liabilities. The net impact of such
accretion, amortization and other purchase accounting adjustments was to
increase consolidated net earnings during the year ended December 31, 1999 by
approximately $658,000 and by approximately $741,000 during each of the years
ended December 31, 1998 and 1997.
Excess cost over fair value of net assets acquired at December 31, 1999 and
1998, was approximately $331,000 and $454,000, respectively. Excess cost over
fair value of net assets acquired at December 31, 1999 and 1998 is included in
the investment in BBC in the accompanying statements of financial condition, in
addition to other unamortized purchase accounting adjustments.
The following are equity transactions of BBC that impact the Company's ownership
percentage of BBC:
In January 2000, BBC's Board of Directors approved a corporate transaction
that would result in the redemption and retirement of approximately 5.4
million publicly held outstanding shares of Class B common stock, subject
to shareholder and regulatory approval. BBC's Class B Common Stock
represents 100% of the voting rights of BBC. As a result of the
transaction, the Company would be the sole holder of BBC's Class B Common
Stock.
BBC paid $10 million in cash and on October 6, 1999 issued 848,364 shares
of restricted Class A common stock in connection with an investment in an
internet-based company that provides marketing information, application
solutions and customer relationship management applications.
In July 1999, BBC's Board of Directors approved the repurchase in the open
market of up to 3.5 million shares of BBC's common stock. During the year
ended December 31, 1999, BBC paid $1.6 million to repurchase and retire
221,345 shares of Class B common stock pursuant to the above repurchase
plan. Subsequent to December 31, 1999, BBC paid $2.3 million to repurchase
391,000 shares of Class B common stock.
The decrease in the ownership percentage at December 31, 1998 from 35.6% to
31.3% of all outstanding common stock of BBC was primarily due to BBC's
issuance of Class A Common Stock to acquire Ryan Beck and LTI. This
decrease was offset in part by changes in BBC's outstanding common stock
primarily due to BBC's repurchases of its shares.
In June 1998, BBC acquired Ryan, Beck & Co., Inc. ("Ryan Beck"), an
investment banking firm that is principally engaged in the underwriting,
distribution and trading of tax-exempt obligations and bank and thrift
equity and debt securities and in June 1999, Ryan Beck acquired the assets
of Southeast Research Partners, Inc. In connection with these acquisitions,
an incentive and retention pool was established under which shares of BBC's
Class A Common Stock were allocated to key employees. The retention pool
consists of restricted shares of Class A Common Stock which will vest at
various dates to employees who remain through the vesting dates. BFC's
ownership percentage of BBC, as of December 31, 1999, assumes that the
shares of restricted Class A Common Stock are not outstanding. In January
2000, each participant in the retention pool was provided the opportunity
to exchange the restricted shares that were allocated to such participant
for a cash-based deferred compensation award in an amount equal to the
aggregate value at the date of the Ryan Beck acquisition. In March 2000,
the majority of the retention pool shares were exchanged.
In March 1998, BBC acquired Leasing Technology Inc. ("LTI"), a company
engaged in the equipment leasing and finance business. BBC issued 718,413
shares of Class A Common Stock to acquire LTI. Upon regulatory approval, on
June 30, 1998, BBC contributed LTI at its book value to BankAtlantic.
In March 1998, BBC announced a plan to purchase up to 2.3 million shares of
common stock. During the year ended December 31, 1999 and 1998 BBC paid
$8.4 million and $10.9 million to repurchase and retire 1,149,655 and 0
shares of Class A common stock and 0 and 769,500 shares of Class B common
stock, respectively.
During the year ended December 31, 1998, BBC issued 907,319 shares of Class
A Common Stock upon the conversion of $5.9 million in principal amount of
BBC's 6 3/4% Convertible Subordinated Debentures due 2006.
The payment of dividends by BBC is subject to declaration by BBC's Board of
Directors and will depend upon, among other things, the results of operations,
financial condition and cash requirements of BBC and the ability of BankAtlantic
to pay dividends or otherwise advance funds to BBC, which in turns is subject to
OTS regulation and is based upon BankAtlantic's regulatory capital levels and
net income. BankAtlantic meets the definition as a "well capitalized"
institution; however, BankAtlantic's capital distribution exceeds net income for
the prior two years and therefore must file a capital distribution application
with the OTS prior to making distributions to BBC. Currently, BBC pays a
quarterly dividend of $.025 and $.023 per share for Class A and Class B Common
Stock, respectively.
3. SUBORDINATED DEBENTURES
In September 1999, the Company redeemed all of its outstanding Subordinated
Debentures by paying approximately $3.6 million to a Trustee, representing the
principal balance of approximately $1.4 million and the payment of accrued
interest of $2.2 million. The Company recognized an extraordinary loss from
extinguishment of debt, net of income tax benefit of approximately $179,000 due
to the write-off of the subordinated debentures valuation discount and other
related costs.
Included in other liabilities at December 31, 1999 and 1998 is approximately
$5.1 million and $5.3 million, respectively, representing amounts due in
connection with the settlement of class action litigation that arose in
connection with exchange transactions that the Company entered into in 1989 and
1991.
Initially, the amount that was to be paid under these settlements was not
determined with certainty because the amount of settlement depended upon whether
the class member still owned the debenture issued to them in the exchange
transaction ("Class Members Still Owning Debentures") or whether the class
member sold the debenture transferred to them in the exchange transaction
("Class Members No Longer Owning Debentures"). The determination of which group
a debenture holder falls into was complicated by the fact that when a transfer
of ownership occurs, the transfer may not have been a bona fide sale transaction
(i.e., involved a transfer to street name or to a family member). When a
debenture is held by a Class Member Still Owning Debentures, the amount of gain
recognized on that debenture is greater because the debenture and any related
accrued interest was removed from the books whereas if the debenture was sold to
a non class member, a settlement payment is made to the Class Member No Longer
Owning the Debenture and the debenture and all related accrued interest remained
on the books in the name of the current holder of the debenture. When the
settlements were recorded, the gain recorded was based upon the determination
that if the debenture had been transferred since issue, the debenture was
classified in the group of Class Members No Longer Owning Debentures. As
debentures were presented for payment, if a determination was made that the
debenture belonged in the group of Class Members Still Owning Debentures, an
adjustment was made and additional gain was recognized. Extraordinary gains, net
of income taxes of approximately $292,000 and $756,000 were recognized for the
years ended December 31, 1999 and 1997, respectively, based upon claims made and
paid pursuant to the settlements of litigation relating to Class Members No
Longer Owning Debentures (as defined).
The components of the gain from the settlements of litigation are as follows (in
thousands):
For the years ended
December 31,
------------
1999 1997
---- ----
Decrease in subordinated debentures, net $ 421 710
Decrease in deferred interest on the
subordinated debentures 622 735
------- ------
1,043 1,445
Amounts due under settlement (467) (214)
------- ------
Pre-tax gain on settlement of litigation 576 1,231
Income taxes 222 475
------- ------
Net gain on settlements of litigation $ 354 756
======= ======
For financial statement purposes, the Debentures in the 1991 and 1989 Exchange
Transactions had been discounted to yield 19% and 12%, respectively, over their
term. The interest on the debentures in the 1991 and 1989 Exchange Transactions
was 13% and 12%, respectively per annum.
During the year ended December 31, 1998, the Company reacquired approximately
$603,000 of debentures and accrued interest for approximately $503,000 resulting
in a gain of approximately $100,000. Such gain is reflected as an extraordinary
item, net of income taxes of $39,000 in the accompanying financial statements.
During the year ended December 31, 1997, the Company reacquired approximately
$1,147,000 of debentures and accrued interest for approximately $960,000,
resulting in a gain of approximately $187,000. Such gain is reflected as an
extraordinary item, net of income taxes of $72,000 in the accompanying financial
statements.
4. VENTURE CAPITAL INVESTMENTS
Through December 31, 1999, the Company had provided venture capital to seven
entities in the early stages of their development. Two of these entities are in
the retail sector and five of these entities are in the internet technology
industry. The Company's venture investments are not public entities and
therefore there is no liquidity and no available quoted market value for these
investments. Accordingly, they are carried at the Company's cost, which is
believed to approximate market value.
During 1999, the Company invested approximately $6.7 million in five
unaffiliated technology entities. During 2000, these investments were
contributed to a specified asset limited partnership managed by an affiliate of
the Company. Interests in such partnership were sold in March 2000 to accredited
investors in a private offering and the Company received approximately $6.2
million of the proceeds. The Company's net investment after receipt of the
proceeds will be approximately $1.8 million. It is anticipated that the Company
may form additional partnerships in the future to invest in the technology
sector.
5. MORTGAGE NOTES AND RELATED RECEIVABLES - NET
Mortgage notes and related receivables as of December 31, 1999 and 1998 are
summarized below (in thousands):
1999 1998
---- ----
Originating from:
Investment properties $ 3,221 3,375
Less: Principally, deferred profit (824) (863)
Allowance for impairment (1,072) (772)
------- ------
Total $ 1,325 1,740
======= ======
An allowance for loss on mortgage notes due from affiliated limited partnerships
of $300,000 was recorded during 1999. This allowance for loss was based upon
management's determination regarding the net carrying value of the loans and the
estimated fair value of the underlying collateral.
6. INVESTMENT REAL ESTATE
Investment real estate consists of the following (in thousands):
December 31,
------------
1999 1998
---- ----
Land $ 1,031 1,031
Buildings and improvements 10,355 10,203
Other real estate 74 86
------- ------
11,460 11,320
Less:
Accumulated depreciation 4,940 4,431
Deferred profit 717 717
------- ------
5,657 5,148
------- ------
$ 5,803 6,172
======= ======
In October 1998, the Company sold approximately 15,000 square feet of the BMOC
property to an unaffiliated third party for $500,000 and the Company recognized
a net gain from the sale of real estate of approximately $301,000.
7. REAL ESTATE HELD FOR DEVELOPMENT AND SALE
In 1999, the Company received approximately $259,000 for liquidation of a
retained interest from a 1996 sale of real estate held for development and
sales. In December 1994, an entity controlled by the Company acquired from an
unaffiliated seller approximately 70 acres of unimproved land known as the
"Center Port" property in Pompano Beach, Florida. Through December 31, 1999,
approximately 50 acres of the Center Port property had been sold to unaffiliated
third parties for approximately $13.6 million and the Company recognized net
gains from the sales of real estate of approximately $3.4 million. Included in
cost of sales is approximately $2.4 million representing profit participation
from the transaction to John E. Abdo, Vice Chairman of the Board and certain of
his affiliates (the "Abdo Group"). Payment of any profit participation to the
Abdo Group will be deferred until the Company is repaid on advances and
interest. The remainder of the Center Port property is currently being marketed
for sale.
8. MORTGAGES PAYABLE AND OTHER BORROWINGS
Mortgages payable and other borrowings at December 31, 1999 and 1998 are
summarized as follows (in thousands):
December 31,
Approximate ------------
Type of Debt Maturity Interest Rate 1999 1998
------------ -------- ------------- ---- ----
Related to mortgage
receivables 2000-2010 6% - 9.5% $ 1,275 1,434
Related to real estate 2007 9.20% 8,898 8,999
Other borrowings 2000 Prime plus 1% 8,080 351
----- -------
$ 18,253 10,784
====== ======
All mortgage payables and other borrowings above are from unaffiliated parties.
Included in other borrowings at December 31, 1999 and 1998 is approximately
$8.08 million and $351,000, respectively, due to financial institutions.
At December 31, 1999, the Company had a revolving line of credit in the amount
of $8.08 million requiring only interest payments at prime plus 1% and a
maturity date of May 2000. The outstanding balance at December 31, 1999 was
$8.08 million.
In August 1997, a $3.5 million note due in September 1999 was converted to a
revolving line of credit, requiring only interest payments at prime plus 1% and
a maximum amount of $2,857,600. In September 1999, the line of credit was paid.
At December 31, 1998 the balance due on the revolving line of credit was
$350,000.
In December 1994, the Company established a broker line of credit in the amount
of $850,000 which is currently collateralized by 170,000 shares of BankAtlantic
Bancorp, Inc. Class B Common Stock. At December 31, 1999, the outstanding
balance on the above line was zero.
At December 31, 1999 the aggregate principal amount of the above indebtedness
maturing in each of the next five years is approximately as follows (in
thousands):
Year ending
December 31, Amount
------------ ------
2000 $ 8,361
2001 307
2002 325
2003 246
2004 240
Thereafter 8,774
------
$ 18,253
======
The majority of the Company's marketable securities, mortgage receivables, real
estate held for development and sale and investment real estate, net are as to
real estate and marketable securities, encumbered by, or, as to mortgages
receivable, subordinate to mortgages payable and other debt. In the aggregate,
approximately 26% of the shares of common stock of BBC owned by BFC are pledged
as collateral on mortgages payable and other borrowings.
9. INCOME TAXES
The provision for income tax expense (benefit) for the years ended December 31,
1999, 1998 and 1997 consists of the following (in thousands):
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
Current:
Federal $ 80 90 --
------- ------ -----
Deferred:
Federal 3,528 (394) 3,621
State 575 (64) 601
------- ------ -----
4,103 (458) 4,222
------- ------ -----
Total $ 4,183 (368) 4,222
======= ====== =====
For the years ended December 31, 1999, 1998 and 1997, deferred income taxes
applicable to extraordinary items were $110,000, $39,000 and $661,000,
respectively.
A reconciliation from the statutory federal income tax rate of 35% for the years
ended December 31, 1999, 1998 and 1997 to the effective tax rate is as follows
(in thousands):
Year ended December 31,
-----------------------
1999(1) 1998(1) 1997(1)
------- ------ ------
Expected tax
expense (benefit) $ 4,002 (17) 4,546
Provision (benefit) for
state taxes net of
federal effect 374 (42) 410
Dividend received
deduction (346) (333) (287)
Other, net 153 24 (447)
------- ------ ------
4,183 (368) 4,222
======= ====== ======
(1) Expected tax is computed based upon income (loss) before extraordinary
items.
The tax effects of temporary differences that give rise to significant
components of the deferred tax assets and tax liabilities at December 31, 1999,
1998 and 1997 were (in thousands):
December 31,
------------
1999 1998 1997
---- ---- ----
Deferred tax assets:
Mortgages receivable $ 398 283 284
Other liabilities 118 118 134
Other assets 131 74 53
Alternative minimum tax credit 157 66 --
Net operating loss carryforwards 4,352 5,649 6,945
-------- ------- -------
Total gross deferred tax assets 5,156 6,190 7,416
-------- ------- -------
Deferred tax liabilities:
Real estate, net 424 722 1,353
Investment in BBC 18,265 18,574 17,656
Securities available for sale 61 -- --
Subordinated Debentures -- 100 118
-------- ------- -------
Total gross deferred tax liabilities 18,750 19,396 19,127
-------- ------- -------
Net deferred tax liability 13,594 13,206 11,711
Less deferred tax liability at beginning of
period (13,206) (11,711) (5,277)
Less deferred provision for income tax
applicable to extraordinary items (110) (39) (661)
Decrease (increase) in deferred tax liability
on the Company's unrealized (appreciation)
depreciation on securities available for sale
included as a separate component of
stockholders' equity (60) -- --
Decrease (increase) in deferred tax liability on
BBC's unrealized depreciation (appreciation)
on debt securities available for sale and
other capital transactions included as a
separate component of stockholders' equity 3,885 (1,914) (1,551)
-------- ------- -------
Deferred provision (benefit) for income taxes $ 4,103 (458) 4,222
======== ======= =======
The Company believes it will utilize its deferred tax assets through taxable
income generated in future years by the reversal of deferred tax liabilities
existing as of December 31, 1999.
At December 31, 1999, the Company had estimated state and federal net operating
loss carry forwards as follows (in thousands):
Expiration
Year State Federal
---- ----- -------
2006 919 --
2007 4,235 5,144
2008 2,332 3,322
2011 1,662 1,831
2012 669 984
---- ------- ------
$ 9,817 11,281
======= ======
The Company made income tax payments of approximately $ 92,000 and $62,000
during the years ended December 31, 1999 and 1998, respectively and none in
1997. The Company received income tax refunds of approximately $23,000 and
$70,000 during the years ended December 31, 1999 and 1997, and none in 1998. BBC
is not included in the Company's consolidated tax return.
10. STOCKHOLDERS' EQUITY
The Company's Articles of Incorporation authorize the issuance of up to
10,000,000 shares of $.01 par value preferred stock. The Board of Directors has
the authority to divide the authorized preferred stock into series or classes
having the relative rights, preferences and limitations as may be determined by
the Board of Directors without the prior approval of shareholders. The Board of
Directors has the power to issue this preferred stock on terms which would
create a preference over the Company's Common Stock with respect to dividends,
liquidation and voting rights. No further vote of security holders would be
required prior to the issuance of the shares.
The Company's Articles of Incorporation authorize the Company to issue both a
Class A Common Stock, par value $.01 per share and a Class B Common Stock, par
value $.01 per share. The Class A Common Stock and the Class B Common Stock have
substantially identical terms except that (i) the Class B Common Stock is
entitled to one vote per share while the Class A Common Stock will have no
voting rights other than those required by Florida law and (ii) each share of
Class B Common Stock is convertible at the option of the holder thereof into one
share of Class A Common Stock.
On January 10, 1997, the Board of Directors of BFC Financial Corporation adopted
a Shareholder Rights Plan. As part of the Rights Plan, the Company declared a
dividend distribution of one preferred stock purchase right (the "Right") for
each outstanding share of BFC's Class B Common Stock to shareholders of record
on January 21, 1997. Each Right will become exercisable only upon the occurrence
of certain events, including the acquisition of 20% or more of BFC's Class B
Common Stock by persons other than the existing control shareholders (as
specified in the Rights Plan), and will entitle the holder to purchase either
BFC stock or shares in the acquiring entity at half the market price of such
shares. The Rights may be redeemed by the Board of Directors at $.01 per Right
until the tenth day following the acquisition of 20% or more of BFC's Class B
Common Stock by persons other than the existing controlling shareholders. The
Board may also, in its discretion, extend the period for redemption. The Rights
will expire on January 10, 2007.
11. EARNINGS ON RENTAL REAL ESTATE OPERATIONS, NET
Following are the components of earnings on real estate rental operations, net
for each of the years in the three year period ended December 31, 1999 (in
thousands):
Year ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
Operations from
investment real estate (see note 6) $1,074 939 989
Deferred profit recognized 38 40 45
------ ----- -----
$1,112 979 1,034
====== ===== =====
12. RELATED PARTY TRANSACTIONS
Related party transactions arise from transactions with affiliated entities. In
addition to transactions described in notes elsewhere herein, a summary of
originating related party transactions is as follows (in thousands):
Year ended December 31,
----------------------
1999 1998 1997
---- ---- ----
Property management fee revenue $ 7 10 90
==== == ===
Reimbursement revenue for
administrative, accounting
and legal services $167 52 121
==== == ===
The Company has a 49.5% interest and affiliates and third parties have a 50.5%
interest in a limited partnership formed in 1979, for which the Company's
Chairman serves as the individual General Partner. The partnership's primary
asset is real estate subject to net lease agreements. The Company's cost for
this investment, approximately $441,000, was written off in 1990 due to the
bankruptcy of the entity leasing the real estate. Any recovery will be
recognized in income when received. During 1999, the Company received
distributions of approximately $588,000 from the partnership due to the sale of
its 31 of 34 convenience stores that it owned. The $588,000 has been included in
earnings from real estate limited partnerships.
Included in other assets at December 31, 1999, 1998 and 1997 was approximately
$152,000, $202,000 and $158,000, respectively due from affiliates.
Alan B. Levan, President and Chairman of the Board of the Company also serves as
Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc.
and BankAtlantic.
John E. Abdo, Vice Chairman of the Board of the Company also serves as Vice
Chairman of the Board of Directors of BBC and BankAtlantic and is a director and
President of BankAtlantic Development Corporation ("BDC"), a wholly owned
subsidiary of BankAtlantic.
Glen R. Gilbert, Executive Vice President of the Company also serves as a
director and Executive Vice President of BDC.
Florida Partners Corporation owns 133,314 shares of the Company's Class B Common
Stock and 366,615 shares of the Company's Class A Common Stock. Alan B. Levan
may be deemed to beneficially be the principal shareholder and is a member of
the Board of Florida Partners Corporation. Glen R. Gilbert, Executive Vice
President and Secretary of the Company holds similar positions at Florida
Partners Corporation.
The trustee for the escrow account with respect to the called debenture
liability maintains such account at BankAtlantic. Pursuant to terms of escrow
agreement, in January 2000, the amount remaining in escrow was released to the
Company. The Company received approximately $2.4 million.
13. EMPLOYEE BENEFIT PLANS
The Company's Stock Option Plan provides for the grant of stock options to
purchase shares of the Company's Common Stock. The plan provided for the grant
of both incentive stock options and non-qualifying options. The exercise price
of a stock option will not be less than the fair market value of the Common
Stock on the date of the grant and the maximum term of the option is ten years.
The following table sets forth information on all outstanding options:
Class B
Outstanding
Options Price per Share
------- ---------------
Outstanding at December 31, 1996 1,548,753 1.13 to 1.32
Issued 918,750 4.07 to 4.47
Exercised (72,096) 1.13 to 1.32
-----------
Outstanding at December 31, 1997 2,395,407 1.13 to 4.47
Issued 532,500 10.34 to 10.34
Exercised (8,500) 4.07 to 4.07
-----------
Outstanding at December 31, 1998 2,919,407 1.13 to 10.34
Issued 182,500 6.00 to 6.00
----------
Outstanding at December 31, 1999 3,101,907 1.13 to 10.34
=========
Exercisable at December 31, 1999 2,919,407 1.13 to 4.47
=========
Available for grant at December 31, 1999 543,125
==========
The weighted average exercise price of options outstanding at December 31, 1999,
1998 and 1997 was $4.03, $3.90 and $2.47, respectively. The weighted average
price of options exercised was $4.07 and $1.24 during the years 1998 and 1997,
respectively and none in 1999.
The adoption of FAS 123 under the fair value based method would have increased
compensation expense by approximately $134,000, $3,099,000 and $1,066,000 for
the years ended December 31, 1999, 1998 and 1997, respectively. The effect of
FAS 123 under the fair value based method would have affected net income and
earnings per share as follows:
For the Years Ended
December 31,
-------------------
1999 1998 1997
---- ---- ----
Net income (loss):
As reported $ 7,426 380 9,818
Proforma 7,344 (1,441) 9,164
Basic earnings per share:
As reported .93 .05 1.23
Proforma .92 (.18) 1.15
Diluted earnings per share:
As reported .84 .04 1.12
Proforma .83 (.16) 1.05
The option model used to calculate the FAS 123 compensation adjustment was the
Black-Scholes model with the following grant date fair values and assumptions:
Number of Risk Free Expected Expected
Date of Options Grant Date Type of Exercise Interest Life Expected Dividend
Grant Granted Fair Value Grant Price Rate (Years) Volatility Yield
----- ------- ---------- ----- ----- ---- ----- ---------- -----
7/1/97 49,176 $1.623 ISO $ 4.067 5.800% 6.0 27.40% 0%
7/1/97 119,574 $1.849 NQ $ 4.067 5.820% 7.5 27.40% 0%
7/1/97 750,000 $1.703 NQ $ 4.467 5.820% 7.5 27.40% 0%
1/13/98 532,500 $5.873 * $10.334 5.530% 7.5 44.46% 0%
4/6/99 182,500 $4.990 * $ 6.000 5.280% 7.5 92.21% 0%
* Both non-qualified and incentive stock options were granted.
The employee turnover was considered to be none. The weighted average fair value
of options granted during the years ended December 31, 1999, 1998 and 1997 was
$4.99, $5.87 and $1.71, respectively.
The following table summarizes information about fixed stock options outstanding
at December 31, 1999:
Options Outstanding Options Exercisable
---------------------------------------------- ----------------------------
Weighted
Number Average Weighted Number Weighted
Range of Outstanding Remaining Average Exercisable Average
Exercise Prices at 12/31/99 Contractual Life Exercise Price at 12/31/99 Exercise Price
--------------- ----------- ---------------- -------------- ----------- --------------
$1.00 to $5.00 2,386,907 5.7 Years $2.47 2,386,907 $2.47
$5.01 to $10.00 182,500 9.3 Years $6.00 -- --
$10.01 to $10.34 532,500 8.0 Years $10.34 532,500 $10.34
The Company has an employee's profit-sharing plan which provides for
contributions to a fund of a sum as defined, but not to exceed the amount
permitted under the Internal Revenue Service Code as deductible expense. The
provision charged to operations was approximately $30,000, $20,000 and $10,000
for the year ended December 31, 1999, 1998 and 1997, respectively. Contributions
are funded on a current basis.
14. LITIGATION
The following is a description of certain lawsuits to which the Company is or
has been a party.
Alan B. Levan and BFC Financial Corporation v. Capital Cities/ABC, Inc. and
- ---------------------------------------------------------------------------
William H. Wilson, in the United States District Court for the Southern District
- --------------------------------------------------------------------------------
of Florida, Case No. 92-325-Civ-Atkins.
- ---------------------------------------
On November 29, 1991, The ABC television program 20/20 broadcast a story about
Alan B. Levan and the Company that purportedly depicted a number of securities
transactions in which Mr. Levan and the Company were involved. The story
contained numerous false and defamatory statements about the Company and Mr.
Levan and, on February 7, 1992, a defamation lawsuit was filed on behalf of the
Company and Mr. Levan against Capital Cities/ABC, Inc. and William H. Wilson,
the producer of the broadcast. In December 1996, a jury found in favor of the
Company and Mr. Levan and awarded a compensatory judgment of $1.25 million to
the Company and $8.75 million to Mr. Levan. Capital Cities/ABC, Inc. and William
H. Wilson filed an appeal in this matter and the Appellate Court reversed the
lower court judgment. The Company and Mr. Levan filed a petition for certiorari
review with the Supreme Court. On February 28, 2000, the petition was denied.
The Company is also a party to certain other litigation arising in the ordinary
course of its business. Management does not believe such litigation will have a
material adverse effect on its financial condition or results of operations.
15. QUARTERLY FINANCIAL INFORMATION (unaudited)
Following is quarterly financial information for the years ended December 31,
1999 and 1998 (in thousands, except per share data):
1999 Quarter Ended
------------------
Mar 31 Jun 30 Sep 30 Dec 31 Total
------ ------ ------ ------ -----
Revenues $4,827 4,053 5,355 3,464 17,699
Costs and expenses 1,531 1,095 946 2,693 6,265
Income before
extraordinary items 1,920 1,943 2,795 593 7,251
Net income 1,920 1,943 2,908 655 7,426
====== ===== ===== ===== ======
Basic earnings per share:
Before extraordinary items .24 .24 .35 .07 .91
Extraordinary items -- -- .01 .01 .02
------ ----- ----- ----- ------
Net income .24 .24 .36 .08 .93
====== ===== ===== ===== ======
Diluted earnings per share:
Before extraordinary items .22 .22 .32 .07 .82
Extraordinary items -- -- .01 .01 .02
------ ----- ----- ----- ------
Net income .22 .22 .33 .08 .84
====== ===== ===== ===== ======
Basic weighted average number
of common shares outstanding 7,957 7,957 7,957 7,957 7,957
====== ===== ===== ===== ======
Diluted weighted average number
of common shares outstanding 8,928 8,853 8,780 8,660 8,818
====== ===== ===== ===== ======
During the three month periods ended March 31, 1999, June 30, 1999 and December
31, 1999 the Company sold 4 acres, 1 acre and 3 acres of the Center Port
property to unaffiliated third parties for approximately $829,000, $243,000 and
$1,591,000, respectively. The Company recognized net gains of approximately
$250,000, 74,000 and $302,000 during the three month periods ended March 31,
1999, June 30, 1999 and December 31, 1999, respectively.
During the three month period ended September 30, 1999, the Company sold the
ownership interest in parcels of land occupied by two Toys R Us stores located
in Springfield, Massachusetts and Aurora, Illinois for approximately $825,000.
The Company recognized a net gain on this transaction of approximately $766,000.
During the quarter ended March 31, 1999, the Company received distributions of
approximately $588,000 from a real estate limited partnership in which the
Company holds an interest when the limited partnership sold 31 of 34 convenience
stores that it owned. The Company has a 49.5% interest in this partnership and
had written off its investment of approximately $441,000 in 1990 due to the
bankruptcy of the entity leasing the real estate. Also, during the quarter ended
March 31, 1999, the Company received a distribution of approximately $263,000
from the liquidation of a retained interest relating to a piece of real estate
sold in 1996.
Operations during the quarter ended September 30, 1999 and December 31, 1999
included extraordinary gains, net of income taxes of approximately $292,000 and
$62,000, respectively, due to settlement of litigation. Operations during the
quarter ended September 30, 1999 included an extraordinary loss from
extinguishments of debt, net of income taxes of approximately $179,000.
1998 Quarter Ended
------------------
Mar 31 Jun 30 Sep 30 Dec 31 Total
------ ------ ------ ------ -----
Revenues $2,431 6,400 1,953 1,874 12,658
Costs and expenses 1,129 3,645 4,067 3,866 12,707
Income (loss) before
extraordinary item 991 1,753 (1,196) (1,229) 319
Net income (loss) 991 1,770 (1,152) (1,229) 380
====== ===== ===== ===== ======
Basic earnings (loss) per share:
Before extraordinary items .13 .22 (.15) (.15) .04
Extraordinary items -- -- .01 -- .01
------ ----- ----- ----- ------
Net income (loss) .13 .22 (.14) (.15) .05
====== ===== ===== ===== ======
Diluted earnings (loss) per share:
Before extraordinary items .11 .19 (.13) (.14) .04
Extraordinary items -- -- -- -- --
------ ----- ----- ----- ------
Net income (loss) .11 .19 (.13) (.14) .04
====== ===== ===== ===== ======
Basic weighted average number
of common shares outstanding 7,949 7,952 7,957 7,957 7,954
====== ===== ===== ===== ======
Diluted weighted average number
of common shares outstanding 9,252 9,161 9,049 8,972 9,101
====== ===== ===== ===== ======
During the three month periods ended June 30, 1998, September 30, 1998 and
December 31, 1998, the Company sold approximately 18 acres, 17 acres and 3 acres
of the Center Port property to unaffiliated third parties for approximately $3.4
million, $4.4 million and $3.1 million, respectively. The Company recognized a
net gain from the sale of real estate of approximately $1.0 million, $1.3
million and $0.3 million for the three month periods ended June 30, 1998,
September 30, 1998 and December 31, 1998, respectively.
Operations for the quarter ended June 30, 1998 and September 30, 1998 included
extraordinary gains of approximately $17,000 and $44,000, respectively, net of
income taxes due to extinguishment of debt.
16. CONSOLIDATED STATEMENTS OF CASH FLOWS
In addition to the non-cash investing and financing activities described
elsewhere herein, other non-cash investing and financing activities are as
follows:
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
The change in stockholders' equity
resulting from the Company's
proportionate share of BBC's net
unrealized (depreciation)
appreciation on securities available
for sale, less related deferred income taxes (5,983) 539 (53)
====== ===== =======
Change in stockholders' equity resulting from
the Company's net unrealized
appreciation on securities available for
sale, net of deferred income taxes 96 -- --
====== ===== =======
Net (loss) gain from extinguishment of debt,
net of income taxes (179) 61 115
====== ===== =======
The net gains associated with the settlements of
litigation, net of income taxes 354 -- 756
====== ===== =======
Net gain on debt restructuring,
net of income taxes -- -- 181
====== ===== =======
Transfers from escrow accounts to reflect payments
on subordinated debentures 356 306 10,930
====== ===== =======
Net (loss) gain effect of BBC capital transactions,
net of income taxes (205) 2,510 2,759
====== ===== =======
Conversion of mortgage receivable to an
equity interest in an affiliated partnership -- -- 184
====== ===== =======
Increase in equity for the tax effect related to
the exercise of employee stock options -- 25 65
====== ===== =======
Deferred profit recognized -- 316 --
====== ===== =======
BBC dividends on common stock
declared and paid in subsequent period 322 303 288
====== ===== =======
Interest paid on borrowings 3,381 1,444 2,073
====== ===== =======
17. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The information set forth below provides disclosure of the estimated fair value
of the Company's financial instruments presented in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments" (FAS 107) issued by the
FASB.
Management has made estimates of fair value discount rates that it believes to
be reasonable. However, because there is no market for many of these financial
instruments, management has no basis to determine whether the fair value
presented would be indicative of the value negotiated in an actual sale. The
Company's fair value estimates do not consider the tax effect that would be
associated with the disposition of the assets or liabilities at their fair value
estimates. The fair value of the investment in BBC and securities available for
sale were based upon their respective stock prices at December 31, 1999 and
1998.
The following table presents information for the Company's financial instruments
as of December 31, 1999 and 1998 (in thousands):
December 31, 1999 December 31, 1998
----------------- -----------------
Carrying Fair Carrying Fair
Value Value Amount Value
----- ----- ------ -----
Financial assets:
Cash and cash equivalents $ 1,545 1,545 2,523 2,523
Investment in BBC 73,764 59,215 74,565 77,096
Securities available for sale 255 255 107 107
Venture capital investments 8,408 8,408 343 343
Mortgage notes and related
receivables, net 1,325 1,325 1,740 1,740
Escrow for called debentures 2,659 2,659 2,738 2,738
Financial liabilities:
Mortgage payables and other
borrowings 18,253 18,253 22,943 22,943
Subordinated debentures, net -- -- 7,263 7,263
Deferred interest on debentures -- -- 2,106 2,106
18. EARNINGS PER SHARE
The following table reconciles the numerators and denominators of the basic and
diluted earnings per share computations for each of the years in the three year
period ended December 31, 1999 (in thousands, except per share data):
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
Basic Numerator:
Net income $7,426 380 9,818
====== ===== =====
Basic Denominator
Weighted average shares outstanding (3) 7,957 7,954 7,938
====== ===== =====
Basic earnings per share $ .93 .05 1.23
====== ===== =====
Diluted Numerator:
Dilutive net income $7,426 380 9,818
====== ===== =====
Diluted Denominator
Basic weighted average shares outstanding (3) 7,957 7,954 7,938
Options (2) 861 1,147 793
------ ----- -----
Diluted weighted average shares outstanding 8,818 9,101 8,731
====== ===== =====
Diluted earnings per share $ .84 .04 1.12
====== ===== =====
- ----------
(1) Prior to 1997 there were no Class A common shares outstanding. All shares
outstanding prior to 1997 were Class B common shares. While the Company has
two classes of common stock outstanding, the two-class method is not
presented because the company's capital structure does not provide for
different dividend rates or other preferences, other than voting rights,
between the two classes.
(2) The number of options considered outstanding shares for diluted earnings
per share is based upon application of the treasury stock method to the
options outstanding as of the end of the period.
(3) I.R.E. Realty Advisory Group, Inc. ("RAG") owns 1,375,000 of BFC Financial
Corporation's Class A Common Stock and 500,000 shares of BFC Financial
Corporation Class B Common Stock. Because the Company owns 45.5% of the
outstanding common stock of RAG, 624,938 shares of Class A Common Stock and
227,500 shares of Class B Common Stock are eliminated from the number of
shares outstanding for purposes of computing earnings per share.
19. SEGMENT REPORTING
The standard for disclosures about segments of an enterprise establishes
standards for reporting information about operating segments and related
disclosures about products and services. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is regularly reviewed by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. Reportable
segments consist of one or more operating segments with similar economic
characteristics, products and services, production processes, type of customer,
distribution system and regulatory environment. The information provided for
segment reporting is based on internal reports utilized by management. The
presentation and the net contribution calculated under the management approach
may not reflect the actual economic costs, contribution or results of operations
of the unit as a stand alone business. If a different basis of allocation was
utilized, the relative contributions of the segments might differ but the
relative trends in segments would, in management's view, likely not be impacted.
The Company utilizes three reportable segments:
o Investment in BBC
o Real estate operations
o Other
Investment in BBC consist of the Company's ownership interest in the common
stock of BBC. The Company's ownership position is carried on the equity method
and the Company's ownership in BBC for each of the years ended December 31, 1999
and 1998 was approximately 31.3% and as of December 31, 1997 was 35.6% of all of
the outstanding BBC Common Stock. In addition to its investment in BBC, the
Company owns and manages real estate, included in the Consolidated Statements of
Financial Condition as investment real estate, net and real estate held for
development and sale. Investment real estate, net includes the BMOC property and
a 50% interest in the Delray property. The real estate held for development and
sale is the Center Port property, part of which is being developed and the
remainder of which is being held for sale. Real estate operations also include
mortgage notes receivable that relate to the sale of properties previously owned
by the Company. Other includes venture capital investments, securities available
for sale, repurchase agreements and escrow accounts related to a portion of
debentures that were cancelled in connection with the settlement of litigation.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies.
The Company evaluates segment performance based on its operating profit (loss)
before tax and overhead allocations. The table below is segment information for
the three years ended December 31, 1999, 1998 and 1997:
Real
Investment Estate
1999 in BBC Operations Other Eliminations Consolidated
- ---------------------------------------- ------- ---------- ------ ------------ ------------
Total revenues $10,501 6,618 449 131 17,699
======= ===== === === ======
Operating profit $10,501 3,330 449 131 14,411
======= ===== === ===
Interest on subordinated debentures (408)
Interest on mortgages payable
and other borrowings (277)
Employee compensation and benefits (1,264)
Occupancy and equipment (53)
General and administrative, net (975)
------
Income before income taxes
and extraordinary items $ 11,434
======
Identifiable assets at December 31, 1999 $73,764 9,718 12,373 -- 95,855
Corporate assets 890
------
Total assets at December 31, 1999 $ 96,745
======
Real
Investment Estate
1998 in BBC Operations Other Eliminations Consolidated
- ---------------------------------------- ------- ---------- ------ ------------ ------------
Total revenues $(1,397) 13,675 243 137 12,658
======= ====== === === ======
Operating profit (loss) $(1,397) 3,821 59 137 2,620
======= ====== == ===
Interest on subordinated debentures (492)
Interest on mortgages payable
and other borrowings (159)
Employee compensation and benefits (1,190)
Occupancy and equipment (50)
General and administrative, net (778)
------
Loss before income taxes
and extraordinary items (49)
======
Identifiable assets at December 31, 1998 $74,565 10,522 5,366 -- 90,453
Corporate assets 804
------
Total assets at December 31, 1998 91,257
======
Real
Investment Estate
1997 in BBC Operations Other Eliminations Consolidated
- ---------------------------------------- ------- ---------- ------ ------------ ------------
Total revenues $13,478 2,103 642 131 16,354
======= ====== === === ======
Operating profit (loss) $13,478 (407) 642 131 13,844
======= ====== === ===
Interest on subordinated debentures (723)
Interest on mortgages payable
and other borrowings (248)
Reversal of provision for litigation 2,272
Employee compensation and benefits (1,153)
Occupancy and equipment (40)
General and administrative, net (964)
------
Income before income taxes
and extraordinary items 12,988
======
Identifiable assets at December 31, 1997 $72,185 18,989 6,886 -- 98,060
Corporate assets 811
------
Total assets at December 31, 1997 98,871
======
* * * * * * * * * * * * * * * * * * * * * * * * * * * *
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
Items 10 through 13 are incorporated by reference to the Company's definitive
proxy statement to be filed with the Securities and Exchange Commission, no
later than 120 days after the end of the year covered by this Form 10-K, or,
alternatively, by amendment to this Form 10-K under cover of Form 10K/A not
later than the end of such 120 day period.
Item 14 (d), financial statements of subsidiaries not consolidated and fifty
percent or less owned persons, is incorporated by reference to the annual report
on Form 10-K of BankAtlantic Bancorp, Inc. for the fiscal year ended December
31, 1999, Commission File Number 34-027228, filed with the Securities and
Exchange Commission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)-1 Financial Statements - See Item 8
(a)-2 Financial Statement Schedules - All schedules are omitted as the
required information is either not applicable or presented in the
financial statements or related notes.
(a)-3 Index to Exhibits
3.1 Articles of Incorporation, as amended and restated - See Exhibit 3.1
of Registrant's Registration Statement on Form 8-A filed October 16,
1997.
3.2 By-laws - See Exhibit (3.1) of Registrant's Registration Statement on
Form 8-A filed October 16, 1997.
10.1 BFC Financial Corporation Stock Option Plan - See Exhibit A to
Registrant's Definitive Proxy Statement filed September 24, 1997.
12 Statement re computation of ratios - Ratio of earnings to fixed
charges - attached as Exhibit 12.
21 Subsidiaries of the registrant:
State of
Name Organization
---------------------------------------------- ------------
BankAtlantic Bancorp, Inc. Florida
Eden Services, Inc. Florida
U.S. Capital Securities, Inc. Florida
I.R.E. Realty Advisory Group, Inc. Florida
I.R.E. Real Estate Investments, Inc. Florida
I.R.E. Real Estate Investments, Series 2, Inc. Florida
I.R.E. Property Management, Inc. Florida
I.R.E. Real Estate Funds, Inc. Florida
I.R.E. Pension Advisors II, Corp. Florida
Center Port Development, Inc. Florida
I.R.E. BMOC, Inc. Florida
I.R.E. BMOC II, Inc. Florida
BFC Venture Partners, Inc. Florida
23 Consent of KPMG LLP - Attached as Exhibit 23
27 Financial data schedule for the year ended December 31, 1999. -
Attached as Exhibit 27.
(b) Reports on Form 8-K
None
(c) Exhibits - See 14(a) - 3 above.
(d) Financial statements of subsidiaries not consolidated and fifty
percent or less owned persons:
Annual report on Form 10-K for the fiscal year ended December 31, 1999 of
BankAtlantic Bancorp, Inc.is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BFC FINANCIAL CORPORATION
Registrant
By: /S/ Alan B. Levan March 21, 2000
-----------------------------------
Alan B. Levan, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/S/ Alan B. Levan March 21, 2000
- ----------------------------------------
ALAN B. LEVAN, Director and
Principal Executive Officer
/S/ Glen R. Gilbert March 21, 2000
- ----------------------------------------
GLEN R. GILBERT, Chief Financial Officer
/S/ John E. Abdo March 21, 2000
- ----------------------------------------
JOHN E. ABDO, Director
/S/ Earl Pertnoy March 21, 2000
- ----------------------------------------
EARL PERTNOY, Director
/S/ Carl E.B. McKenry, Jr. March 21, 2000
- ----------------------------------------
CARL E. B. McKENRY, JR., Director