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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number
34-027228
BANKATLANTIC BANCORP, INC.
(Exact name of registrant as specified in its Charter)
FLORIDA 65-0507804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1750 EAST SUNRISE BOULEVARD
FT. LAUDERDALE, FLORIDA 33304
(Address of principal executive (Zip Code)
offices)
(954) 760-5000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH REGISTERED
NEW YORK STOCK EXCHANGE
TITLE OF EACH CLASS
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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 10K or any
amendment to this Form 10K. [X]
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [ ]
The aggregate market value of the voting common equity held by
non-affiliates was $548.6 million computed by reference to the closing price of
the Registrant's Class A Common Stock on June 28, 2002.
The number of shares of Registrant's Class A Common Stock outstanding on
March 18, 2003 was 53,516,846. The number of shares of Registrant's Class B
Common Stock outstanding on March 18, 2003 was 4,876,124.
Portions of the 2002 Annual Report to Stockholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant relating to the Annual Meeting of shareholders are
incorporated in Part III of this report.
PART I
ITEM I. BUSINESS
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 (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that involve substantial risks and uncertainties including in
the "Outlook" sections of Management's Discussion and Analysis of Results of
Operations and Financial Condition. When used in this report and in the
documents incorporated by reference herein, the words "anticipate", "believe",
"estimate", "may", "intend", "expect" and similar expressions identify certain
of such forward-looking statements. Actual results, performance or achievements
could differ materially from those contemplated, expressed or implied by these
forward-looking statements. These forward-looking statements are based largely
on the expectations of BankAtlantic Bancorp, Inc. ("the Company") and are
subject to a number of risks and uncertainties that may change based on factors
which are, in many instances, beyond the Company's control. These include, but
are not limited to, the risks and uncertainties associated with: the impact of
economic, competitive and other factors affecting the Company and its
operations, markets, products and services; credit risks and loan losses, and
the related sufficiency of the allowance for loan losses; the effects of, and
changes in, trade, monetary and fiscal policies and laws, including but not
limited to interest rate policies of the Board of Governors of the Federal
Reserve System; adverse conditions in the stock market, the public debt market
and other capital markets (including changes in interest rate conditions) and
the impact of such conditions on our activities; the valuation of our debt and
equity securities and our ability to liquidate these securities; the impact of
changes in financial services' laws and regulations (including laws concerning
taxes, banking, securities and insurance); technological changes; BankAtlantic's
seven-day banking initiative and other growth initiatives which may not produce
results which justify their costs; the impact of changes in accounting policies
by the Securities and Exchange Commission; the impact of periodic testing of
goodwill and other intangible assets for impairment, the impact of war,
terrorist activities or an escalation of hostilities involving the United States
on all of our banking, real estate and broker-dealer businesses; and with
respect to the operations of Levitt Corporation ("Levitt") and its real estate
subsidiaries: the market for real estate generally and in the areas where Levitt
has developments, the availability and price of land suitable for development,
materials prices, labor costs, interest rates, environmental factors and
governmental regulations; and the Company's success at managing the risks
involved in the foregoing. Further, this report contains forward-looking
statements with respect to recent acquisitions, each of which are subject to
risks and uncertainties, including the risk that the acquisitions could involve
additional costs or that the future financial and operating performance of these
acquisitions will not be advantageous. In addition to the risks and factors
identified above, reference is also made to other risks and factors detailed in
reports filed by the Company with the Securities and Exchange Commission
("SEC"). The Company cautions that the foregoing factors are not exclusive.
THE COMPANY
BANKATLANTIC BANCORP, INC. is a Florida-based diversified financial
services holding company and the parent company of BankAtlantic, Levitt
Corporation, and Ryan Beck & Co., Inc. Through these subsidiaries, BankAtlantic
Bancorp provides a full line of products and services encompassing consumer and
commercial banking, real estate development, and brokerage and investment
banking. The Company's Internet website address is www.bankatlantic.com. The
Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and all amendments to those reports are available free of
charge through its website, as soon as reasonably practicable after such
material is electronically filed with, or furnished to, the SEC. The Company's
Internet website and the information contained therein or connected thereto are
not incorporated into this Annual Report on Form 10-K.
BANKATLANTIC is one of the largest financial institutions headquartered
in Florida and provides a comprehensive offering of banking services and
products via its broad network of community branches throughout Florida and its
online banking division - BankAtlantic.com. In late 2001 and early 2002,
BankAtlantic commenced its seven-day banking campaign. This initiative includes
offering free checking, seven-day branch banking, extended lobby hours, a
24-hour customer service center and dozens of new product and customer service
initiatives.
BankAtlantic's primary activities include: (i) attracting checking and
savings deposits from the public and general business customers, (ii)
originating commercial real estate and business loans, and consumer and small
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business loans, (iii) purchasing wholesale residential loans from third parties,
and (iv) making other investments in mortgage-backed securities, tax
certificates and other securities.
On March 22, 2002, BankAtlantic acquired Community Savings Bankshares,
Inc., the parent company of Community Savings F.A., a savings and loan
association that operated 21 offices in Palm Beach, Martin, St. Lucie and Indian
River counties in Florida. Including the facilities acquired from Community
Savings, BankAtlantic now operates 73 branch offices and more than 180 ATMs
located primarily in Miami-Dade, Broward, Hillsborough, Palm Beach, Martin, St.
Lucie and Indian River Counties in the State of Florida and has approximately
$4.9 billion in assets.
BankAtlantic, a federally-chartered and federally-insured savings bank,
was organized in 1952. BankAtlantic is regulated and examined by the Office of
Thrift Supervision ("OTS") and the Federal Deposit Insurance Corporation
("FDIC").
LEVITT CORPORATION is the parent company of Levitt and Sons and Core
Communities. Levitt and Sons, America's oldest homebuilder and first to build
planned suburban communities, currently develops single and multi-family homes
for active adults and families throughout Florida. Core Communities develops
master-planned communities in Florida, including its original and best known,
St. Lucie West - a 4,600-acre community with 4,000 built and occupied homes, 150
businesses employing 5,000 people and a university campus. New master-planned
developments include Tradition, now under development on Florida's Treasure
Coast in St. Lucie County, which is intended to be developed into 5,600
residences, a commercial town center and a corporate park.
Additionally, the Company and Levitt Corporation together own
approximately 40% of the outstanding shares of Bluegreen Corporation
("Bluegreen"), a New York Stock Exchange-listed company engaged in the
acquisition, development, marketing and sale of drive-to vacation interval
resorts, golf communities and residential land. The Company acquired
approximately 5% of Bluegreen common stock during the first quarter of 2001, and
Levitt Corporation acquired approximately 35% of Bluegreen common stock in April
2002.
RYAN BECK & CO., INC. is a full-service broker dealer engaged in
underwriting, market making, distribution, and trading of equity and debt
securities. The firm also provides money management services, general securities
brokerage, including financial planning for the individual investor and
consulting and financial advisory services to financial institutions and middle
market companies. Ryan Beck & Co., Inc. ("Ryan Beck") also provides independent
research in the financial institutions, healthcare, technology, and consumer
product industries. Currently, Ryan Beck has over 500 financial consultants
located in 42 offices nationwide.
On April 26, 2002 Ryan Beck acquired certain of the assets and assumed
certain of the liabilities of Gruntal & Co., LLC ("Gruntal") and acquired all of
the membership interests in The GMS Group, LLC ("GMS"), a wholly-owned
subsidiary of Gruntal. Gruntal previously provided securities brokerage and
investment banking services to individual and institutional investors. GMS is
primarily engaged in the business of buying, selling and underwriting municipal
securities. Part of GMS's business is investing in unrated or distressed
municipal securities. These securities are not readily marketable. The assets
that were acquired from Gruntal include certain of Gruntal's customer accounts,
furniture, leasehold improvements and equipment owned by Gruntal that was
associated with the offices where Gruntal's financial consultants were located.
BUSINESS SEGMENTS
The Company reports its results of operations through six segments. In
addition to the Levitt Corporation and Ryan Beck, as mentioned above, the Parent
Company reports results from capital financing and equity investment activity.
The remaining three segments are reporting divisions of BankAtlantic and are
identified as Bank Investments, Commercial Banking and Community Banking.
BANK INVESTMENTS
The Bank Investments segment relates to the investments in
BankAtlantic's securities portfolios as well as wholesale and retail residential
lending activities. BankAtlantic's securities portfolios include securities
available for sale, investment securities held to maturity and tax certificates.
Additionally, this segment manages BankAtlantic's residential loan portfolio.
SECURITIES AVAILABLE FOR SALE - Securities available for sale consist
of investments in obligations of the U.S. government or its agencies. These
consist of mortgage-backed securities, real estate mortgage investment conduits
3
("REMIC's") and notes or bonds. Our securities portfolio serves as a source of
liquidity while providing a means to moderate the effects of interest rate
changes. The decision to purchase and sell securities is based upon assessments
of the economy, the interest rate environment and our liquidity needs.
INVESTMENT SECURITIES HELD TO MATURITY AND TAX CERTIFICATES -
Investment securities held to maturity consist of commercial mortgage-backed
securities. Tax certificates are evidences of tax obligations that are sold
through auctions or bulk sales by various state taxing authorities on an annual
basis. The tax obligation arises when the property owner fails to timely pay the
real estate taxes on the property. Tax certificates represent a priority lien
against the real property for the delinquent real estate taxes. Interest accrues
at the rate established at the auction or by statute. The minimum repayment, in
order to satisfy the lien, is the certificate amount plus the interest accrued
through the redemption date and applicable penalties, fees and costs. Tax
certificates have no payment schedule or stated maturity. If the certificate
holder does not file for the deed within established timeframes, the certificate
may become null and void. Our experience with this type of investment has been
favorable as rates earned are generally higher than many alternative investments
and substantial repayments generally occur over a two-year period. Other than in
Florida and Georgia, we have no significant concentration of tax certificate
holdings in any one taxing authority.
The composition, yields and maturities of securities available for sale
and investment securities and tax certificates were as follows (in thousands):
U.S. CORPORATE
TREASURY MORTGAGE- BOND WEIGHTED
AND TAX BACKED AND AVERAGE
AGENCIES CERTIFICATES SECURITIES OTHER (3) TOTAL YIELD
----------- ------------ ---------- ------------ ---------- -----------
DECEMBER 31, 2002
Maturity: (1)
One year or less $ -- $139,474 $ 533 $ 36 $ 140,043 9.96%
After one through five
years -- 54,600 866 385 55,851 9.96
After five through ten
years -- -- 699 14,841 15,540 3.34
After ten years
-- -- 703,952 -- 703,952 5.29
----------- -------- ---------- -------- ---------- -----------
Fair values (2) $ -- $194,074 $ 706,050 $ 15,262 $ 915,386 6.26%
=========== ======== ========== ======== ========== ===========
Amortized cost (2) $ -- $194,074 $ 684,085 $ 14,794 $ 892,953 6.34%
=========== ======== ========== ======== ========== ===========
Weighted average yield based
on fair values --% 9.96% 5.28% 3.22% 6.26%
Weighted average maturity -- 2.0 years 26.10 8.17 20.69
----------- -------- ---------- -------- ----------
DECEMBER 31, 2001
Fair values (2) $ 5,819 $144,077 $1,084,776 $ 262 $1,234,934 6.37%
=========== ======== ========== ======== ========== ===========
Amortized cost (2) $ 5,819 $144,077 $1,063,949 $ 250 $1,214,095 6.59%
=========== ======== ========== ======== ========== ===========
DECEMBER 31, 2000
Fair values (2) $ 5,945 $122,352 $1,050,052 $ 250 $1,178,599 6.90%
=========== ======== ========== ======== ========== ===========
Amortized cost (2) $ 5,945 $122,352 $1,056,470 $ 250 $1,185,017 6.43%
=========== ======== ========== ======== ========== ===========
- -------------
(1) Except for tax certificates, maturities are based upon contractual
maturities. Tax certificates do not have stated maturities, and
estimates in the above table are based upon historical repayment
experience (generally 1 to 2 years).
(2) Equity securities held by the parent company and Ryan Beck with a cost
of $4.8 million, $33.4 million and $35.0 million and a fair value of
$5.2 million, $43.4 million and $48.4 million at December 31, 2002, 2001
and 2000 respectively, were excluded from the above table.
(3) Includes $14.8 million of collateralized mortgage obligations secured by
non-residential real estate associated with the commercial banking
segment at December 31, 2002.
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A summary of the amortized cost and gross unrealized appreciation or
depreciation of estimated fair value of tax certificates and held to maturity
and available for sale securities follows (in thousands):
DECEMBER 31, 2002
-------------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST APPRECIATION DEPRECIATION FAIR VALUE
--------------- ---------------- ----------------- ---------------
Tax certificates and investment securities:
Cost equals market $197,857 $ -- $-- $197,857
Mortgage-backed securities held to maturity:
Market over cost 14,383 458 -- 14,841
Investment securities available for sale:
Market over cost 1,447 361 -- 1,808
Mortgage-backed securities available for sale:
Market over cost 682,217 21,995 -- 704,212
Cost over market 1,868 -- 30 1,838
-------- ------- --- --------
Total $897,772 $22,814 $30 $920,556
======== ======= === ========
RESIDENTIAL LOANS - We purchase residential loans in the secondary
markets. These loans are secured by property located throughout the United
States. For residential loan purchases, we review the seller's underwriting
policies and, for certain individual loans, perform additional credit analysis.
These loans are typically purchased in bulk and are generally non-conforming
loans due to the size and characteristics of the individual loans. We set
guidelines for loan purchases relating to: loan amount, type of property, state
of residence, loan-to-value ratios, the borrower's sources of funds, appraisal,
and loan documentation. We also originate certain residential loans, which are
primarily made to "low to moderate income" borrowers in order to comply with
standards under the Community Reinvestment Act (see Regulation of Federal
Savings Bank). The underwriting of these loans generally follows government
agency guidelines with independent appraisers generally performing on-site
inspections and valuations of the collateral.
COMMERCIAL BANKING
The Commercial Banking segment includes a wide range of commercial
lending products. These products include commercial real estate construction,
residential development and land acquisition loans, commercial business loans
and trade finance lending. This segment also provides letters of credit and
standby letters of credit to corporate customers.
COMMERCIAL REAL ESTATE - Commercial real estate loans are provided for
the acquisition, development and construction of various property types, as well
as the refinancing and acquisition of existing income-producing properties.
These loans are generally secured by property primarily located within Florida.
Commercial real estate loans typically are based on a maximum of 80% of the
collateral's appraised value and, in most cases, require the borrower to
maintain escrow accounts for real estate taxes and insurance. Prior to making a
loan, we consider the value of the collateral, the quality of the loan, the
credit worthiness of the borrowers and guarantors, the location of the real
estate, the projected income stream of the property, the reputation and quality
of management constructing or administering the property, and the interest rate
and fees. We generally require that one or more of the principals of the
borrowing entity guarantee these loans. Loans to and investments in affiliated
joint ventures may result in consolidated exposure in excess of the typical
loan-to-value ratio, and guarantees of the principals may not be required.
COMMERCIAL BUSINESS - Commercial business loans are generally made to
medium size companies located throughout Florida, primarily in Miami-Dade,
Broward and Palm Beach Counties and the Tampa Bay area. We make both secured and
unsecured loans, although the majority of these loans are on a secured basis.
The accounts receivable, inventory, equipment, and/or general corporate assets
of the borrowers typically provide the security for commercial business loans.
These loans generally have variable interest rates that are prime or LIBOR-based
and are originated for terms ranging from one to five years.
STANDBY LETTERS OF CREDIT AND COMMITMENTS - Standby letters of credit
are conditional commitments issued by us to guarantee the performance of a
customer to a third party. The credit risk involved in issuing letters of credit
is the same as extending loans to customers. We may hold certificates of deposit
and residential and commercial liens as collateral for letters of credit.
5
We issue commitments for commercial real estate and commercial business
loans.
COMMUNITY BANKING
The Community Banking segment offers a diverse range of loan products
for individuals and small businesses. These products include home equity loans,
automobile loans, overdraft protection on deposit accounts and small business
lending. Business bankers and branch market managers originate the above loans.
This segment also administers our ATM network operations located in retail
outlets, cruise ships, Native American reservation gaming facilities and
BankAtlantic branch locations.
SMALL BUSINESS - Small business loans are generally made to companies
located primarily in South Florida, along the Treasure Coast of East Florida and
in the Tampa Bay area. Small business loans are primarily originated on a
secured basis and do not exceed $1.0 million for non-real estate secured loans
and $1.5 million for real estate secured loans. These loans are originated with
maturities primarily ranging from one to three years or on demand; however,
loans collateralized by real estate could have terms of up to fifteen years.
Lines of credit are due upon demand. These loans typically have either fixed or
variable prime-based interest rates.
Small business loans generally have a higher degree of risk than other
loans in our portfolio because they are more likely to be adversely impacted by
unfavorable economic conditions. In addition, these loans typically are highly
dependent on the success of the business and the credit worthiness of the
principals.
CONSUMER - Consumer loans are primarily loans to individuals originated
through the branch network and sales force. The majority of our originations are
home equity lines of credit secured by a second mortgage on the primary
residence of the borrower. We do not currently use brokers to originate loans.
In the past, we originated automobile loans through automobile dealers, but this
activity was discontinued during the fourth quarter of 1998. Home equity lines
of credit have prime-based interest rates and generally mature in 15 years. All
other consumer loans generally have fixed interest rates with terms ranging from
one to five years.
RETAIL BROKERAGE SERVICES - During 2002, through our wholly-owned
subsidiary, BA Financial Services, LLC, we began offering retail brokerage
services to our customers through our branch network. These products and
services include mutual funds, bonds, stocks and variable annuities.
INTEREST EXPENSE AND OVERHEAD ALLOCATIONS TO BANK OPERATIONS SEGMENTS
Interest expense and overhead for Bank Operation segments represents
interest expense and certain revenue and expense items that are allocated to
each Bank Operation segment by its pro-rata average assets. Items included in
interest expense and overhead include: (1) interest expense on all
interest-bearing banking liabilities and (2) an allocation of back office and
corporate headquarter operating expenses, net of deposit account fee income.
DEPOSITS - Our deposits include commercial demand deposit accounts,
retail demand deposit accounts, savings accounts, money market accounts,
certificates of deposit, various NOW accounts, IRA and Keogh retirement
accounts, brokered certificates of deposit and public funds We solicit deposits
in our market areas through advertising and relationship banking activities
conducted through our sales force and branch network. During 2002, products such
as Totally Free Checking and Totally Free Savings were the lead programs of our
marketing strategy to obtain new customers.
We have several relationships, including one with Ryan Beck, for the
placement of brokered certificates of deposit. These relationships are
considered an alternative source of funding.
FEDERAL HOME LOAN BANK ("FHLB") ADVANCES - We are a member of the FHLB
and can obtain secured advances from the FHLB of Atlanta. Our advances are
collateralized by a security lien against our residential loans, certain
commercial loans and securities. In addition, we must maintain certain levels of
FHLB stock for outstanding advances. We primarily use FHLB advances to fund our
purchased residential loan portfolio.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER SHORT-TERM
BORROWINGS - Short-term borrowings consist of securities sold under agreements
to repurchase and federal funds borrowings. Securities sold under agreements to
repurchase involve a sale of a portion of our current investment portfolio
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(usually MBS and REMIC's) at a negotiated rate and an agreement to repurchase
the same assets on a specified future date. We issue repurchase agreements to
institutions and to our customers. These transactions are collateralized by
securities in our investment portfolio. The FDIC does not insure repurchase
agreements. Federal funds borrowings occur under established facilities with
various federally-insured banking institutions to purchase federal funds. The
facilities are used on an overnight basis to assist in managing our cash flow
requirements. These federal fund lines are subject to periodic review, may be
terminated at any time by the issuer institution and are unsecured. We also have
a facility with the Federal Reserve Bank of Atlanta for secured advances. These
advances are collateralized by a security lien against our consumer loans.
SUBORDINATED DEBENTURES AND MORTGAGE-BACKED BONDS - Subordinated
debentures consist of $22 million of floating rate debentures due 2012. Interest
on the debentures are payable quarterly and are redeemable after October 2007.
The debentures qualify for inclusion in BankAtlantic's total risk-based capital.
In connection with the acquisition of Community, BankAtlantic assumed $15.9
million of mortgage-backed bonds. The bonds have a floating interest rate and
mature in September 2013.
LEVITT CORPORATION
Levitt Corporation is a real estate company organized in December 1982
under the laws of the State of Florida, and currently engages in real estate
activities through: (1) Levitt and Sons, (2) Core Communities, (3) an investment
in Bluegreen Corporation, and (4) other subsidiaries and joint ventures.
Levitt Corporation's operating strategy consists of:
o Building and selling single-family homes in both the active adult
and primary residential markets,
o Acquiring land, obtaining entitlements and developing parcels
suitable to residential, industrial and commercial users,
o Re-selling developed parcels to established homebuilders and to
commercial and industrial users,
o Constructing and marketing quality rental apartments, condominium
apartments and single-family residential units through its interests
in joint ventures,
o Acquiring land and real estate projects either through direct
ownership or through joint venture relationships, and
o Through its interest in Bluegreen Corporation, acquiring,
developing, marketing and sale of drive-to vacation resorts and golf
communities.
LEVITT AND SONS
Levitt and Sons and its predecessors have built more than 200,000 homes
since 1929 and introduced planned suburban communities to the United States
building industry. It is recognized nationally for having built the Levittown
communities in New York, New Jersey, Pennsylvania and Puerto Rico. Since 1977,
Levitt and Sons has operated principally in Florida. Levitt Corporation acquired
Levitt and Sons in 1999.
Levitt and Sons develops planned communities, generally featuring homes
priced between $120,000 - $300,000. While in prior years Levitt and Sons focused
on active adult communities, Levitt and Sons recently expanded into developing
communities for the family market. At December 31, 2002, Levitt and Sons had ten
communities under development, for which sales activity had begun. Additionally,
through a joint venture, Levitt and Sons is constructing a 164-unit condominium
project. All of the communities are located within the State of Florida. At
December 31, 2002, information regarding closed units and backlog units was as
follows:
Closed Backlog
Units Units
-------- ------------
Year ended December 31, 2000 620 703
Year ended December 31, 2001 879 724
Year ended December 31, 2002 880 885
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Backlog represents the number of units subject to pending sales
contracts. Homes are typically sold prior to construction using sales contracts
that are usually accompanied by cash deposits. Homes included in the backlog are
homes that have been completed but on which title has not been transferred,
homes not yet completed and homes on which construction has not begun.
Additionally, at December 31, 2002, Levitt and Sons had three
properties representing an aggregate of approximately 374 acres and an aggregate
purchase price of $32.1 million under contract on which due diligence has been
completed. While financing is not yet finalized, the transactions are expected
to close in 2003. Levitt and Sons estimates these three properties, located in
Naples, Estero, and Windemere, Florida, will permit the additional development
of 933 home sites. One additional property, located in Lake County, Florida, is
also under contract, but due diligence has not yet been completed. This property
would provide approximately an additional 1,000 homesites at a cost of $7.5
million.
CORE COMMUNITIES
Core Communities was founded in May 1996 to develop the master-planned
community now known as St. Lucie West. Levitt Corporation acquired Core
Communities in October 1997.
Core Communities' primary business is the development of master-planned
communities, including (1) land acquisition, (2) planning, entitlement and
infrastructure development, and (3) the sale of platted land and/or developed
lots to homebuilders, commercial, industrial and institutional users. Core
Communities is currently developing the communities of St. Lucie West, Tradition
and commercial land in Live Oak Preserve.
St. Lucie West is a 4,600 acre master-planned community located in St.
Lucie County, Florida. Interstate 95 borders it to the west and Florida's
Turnpike to the east. St. Lucie West contains residential, commercial and
industrial developments. Within the community, residents are close to
recreational and entertainment facilities, houses of worship, retail businesses,
medical facilities and schools. PGA of America owns and operates a golf course
and a country club. The community's baseball stadium serves as the spring
training headquarters for the New York Mets. There are approximately 4,000 homes
in St. Lucie West housing nearly 8,000 residents. Local businesses in the
community employ more than 5,000 workers. Only 365 acres remain available for
sale in this project.
In October 1998, Core Communities acquired 2,033 acres of land
approximately two miles south of St. Lucie West, also bordering Interstate 95.
This project, currently known as Tradition, is intended to be developed as a
master-planned community, including a corporate park, a K-12 charter/lab school,
commercial properties, residential homes and other uses in a series of mixed-use
parcels. It is anticipated that Community Development Districts will be formed
to provide financing for the various elements of the project.
In May 2002, Core Communities acquired approximately 1,800 acres of
land contiguous to the Tradition property for future expansion. Approximately
430 acres of this property is currently subject to a contract with a single
homebuilder for the sale of undeveloped lots commencing in 2003.
Core Communities has entered into a $12.8 million contract expected to
close in August 2003 for the acquisition of approximately 1,700 acres of
contiguous land to the west and south of its existing Tradition holdings for
possible future expansion. Core Communities also has approximately 1,600 acres
of its Tradition holdings under contracts for sale with closings expected to
commence in August 2003 through 2005 for an aggregate sales price of $30.0
million. Core Communities is under contract to acquire an additional 3,200 acres
of contiguous land to the west and south of its existing Tradition holdings.
First phase development is underway at the Tradition project and is
expected to continue through 2003. First phase development includes construction
of primary access to Interstate 95 and of connector roadways to Interstate 95
from the interior of the Tradition project, construction of the stormwater
infrastructure, commercial pod development, and traditional and neo-traditional
residential lot development. Core Communities has entered into a contract with
two homebuilders for the sale of portions of the first phase residential lots.
Those transactions are expected to close in 2003.
In September 2001, Core Communities acquired a 1,285-acre tract of land
known as Live Oak Preserve in Hillsborough County on the west coast of Florida.
During October 2002, Core Communities sold 1,267 acres of this property,
representing all of the residential land, in a single transaction. The remaining
18 acres of land represents all of the land zoned for commercial property held
for development and sale.
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OTHER SUBSIDIARIES AND JOINT VENTURES
Through subsidiaries, Levitt is engaged in the development and sale of
flex industrial properties in Boynton Beach, Florida and the construction of
rental properties. Levitt is also involved in joint ventures which defray
portions of risk associated with ventures by entering into joint venture
agreements with persons and entities who contribute equity capital.
BLUEGREEN CORPORATION
Bluegreen Corporation is a leading marketer of vacation and residential
lifestyle choices through its resorts and residential land and golf businesses.
Bluegreen Corporation's resorts business acquires, develops and markets
timeshare interests in resorts generally located in popular high-volume,
"drive-to" vacation destinations. "Timeshare Interests" are of two types: one
which entitles the fixed-week buyer to a fully-furnished vacation residence for
an annual one-week period in perpetuity and the second which entitles the buyer
of the Bluegreen Corporation's points-based Bluegreen Vacation Club(TM) product
to an annual allotment of "points" in perpetuity (supported by an underlying
deeded fixed timeshare week being held in trust for the buyer). "Points" may be
exchanged by the buyer in various increments for lodging for varying lengths of
time in fully-furnished vacation residences at any of the Bluegreen
Corporation's participating resorts. A timeshare interest also entitles the
buyer to access over 3,700 resorts worldwide through the Bluegreen Corporation's
participation in timeshare exchange networks. Bluegreen Corporation currently
develops, markets and sells timeshare interests in 11 resorts located in the
United States and one resort located in the Caribbean.
Bluegreen Corporation's residential land and golf division acquires,
develops and subdivides property and markets the subdivided residential lots to
retail customers seeking to build a home in a high quality residential setting,
in some cases on properties featuring a golf course and related amenities. The
residential land and golf division's strategy is to locate its projects (i) near
major metropolitan centers but outside the perimeter of intense subdivision
development or (ii) in popular retirement areas. Bluegreen Corporation also
generates significant interest income through its financing of individual
purchasers of timeshare interests and, to a nominal extent, home sites sold by
its residential land and golf division.
Levitt acquired shares in Bluegreen Corporation as an investment with
the intent of acquiring a significant equity position. Further, Levitt may in
the future make a proposal to Bluegreen involving a corporate transaction, such
as a merger or reorganization, involving Bluegreen or its subsidiaries.
RYAN BECK & CO., INC.
Ryan Beck provides financial advice to individuals, institutions and
corporate clients through 42 offices in twelve states. For individual investors,
the firm's Private Client Group provides a full range of financial services,
including investment consulting, retirement planning, insurance and investment
advisory services. Institutional clients are served by the market-making,
underwriting and distribution activities of the firm's Capital Markets Group,
which encompasses equity and fixed income trading, fixed income products,
institutional sales and research. Through its Investment Banking Group, Ryan
Beck provides consulting and financial advisory services to corporate clients,
primarily financial institutions and middle-market companies.
As a registered broker-dealer with the Securities and Exchange
Commission ("SEC"), Ryan Beck operates on a fully- disclosed basis through its
clearing firm, Pershing LLC. Clients consist primarily of (1) high net worth
individuals, (2) financial institutions, (3) institutional clients (including
mutual funds, pension funds, trust companies, insurance companies, LBO funds,
private equity sponsors, merchant banks and other long-term investors) and, to a
lesser extent, (4) insurance companies and specialty finance companies.
Ryan Beck's subsidiaries, Cumberland Advisors, Inc. ("Cumberland
Advisors") and GMS, provide money management and brokerage services to
individuals, institutions, government entities and non-profit organizations.
Cumberland Advisors was acquired in 1998 and supervises assets for individuals,
institutions, retirement plans, governmental entities and cash management
portfolios. GMS, which was acquired in the Gruntal transaction, is in the
municipal finance business including origination and acquisition of municipal
securities. GMS's private client group distribution emphasis is on tax-free
securities. Part of GMS's business consists of investing in unrated or
distressed municipal securities. These securities are not readily marketable and
are either not rated by any rating agency or are rated below investment grade
("below investment grade securities"). Included in the Company's consolidated
statement of financial condition was approximately $86 million of below
investment grade securities associated with the activities of GMS.
9
PARENT COMPANY
The Parent Company segment operations include the financing of the
capital needs of all subsidiaries through debt and equity offerings. The Parent
Company obtains its funds from issuances of equity securities, subordinated
debentures, convertible subordinated debentures, subordinated investment notes
and trust preferred securities, dividends from BankAtlantic, as well as
borrowings from unrelated financial institutions. The Parent Company provides
capital to its subsidiaries for the financing of acquisitions and for other
general corporate purposes. The Parent Company also owns and manages a small
portfolio of public and private equity investments. Certain of the Company's
affiliates, including certain of its executive officers, have independently made
investments with their own funds in both public and private entities in which
the Parent Company holds investments. (See Management Discussion and Analysis
- -"Related Party Transactions" for a further discussion on equity investments.)
RISK FACTORS
BANKING INDUSTRY RISK
Banking is a business that depends on interest rate differentials. In
general, the net interest income, which is the difference between the interest
paid by a bank on its deposits and its other borrowings and the interest
received by a bank on its loan and securities holdings, constitutes a major
portion of its earnings.
Changes in interest rates can have differing effects on BankAtlantic's
net interest income and the cost of purchasing residential mortgage loans in the
secondary market. In particular, changes in market interest rates, changes in
the relationships between short-term and long-term market interest rates or
changes in the relationships between different interest rate indices can affect
the interest rates charged on interest-earning assets differently than the
interest rates paid on interest-bearing liabilities. This difference could
result in an increase in interest expense relative to interest income and
therefore reduce BankAtlantic's net interest income.
Loan prepayment decisions are also affected by interest rates. Loan
prepayments generally accelerate as interest rates fall. Prepayments in a
declining interest rate environment reduce BankAtlantic's net interest income
and adversely affect its earnings because:
o It amortizes premiums on acquired loans, and if loans are prepaid,
the unamortized premium will be charged off; and
o The yields it earns on the investment of funds that it receives from
prepaid loans are generally less than the yields that it earned on
the prepaid loans.
Thus, the earnings and growth of BankAtlantic are affected by interest
rates, which are subject to the influence of economic conditions generally, both
domestic and foreign, and also to the monetary and fiscal policies of the United
States and its agencies, particularly the Federal Reserve Board. The nature and
timing of any changes in such policies or general economic conditions and their
effect on BankAtlantic cannot be controlled and are extremely difficult to
predict.
Additionally, we are exposed to the risk that borrowers or
counter-parties may default on their obligations to us. Credit risk arises
through the extension of loans and leases, certain securities, letters of
credit, financial guarantees and through counter-party exposure on trading and
wholesale loan transactions. In an attempt to manage this risk, we establish
policies and procedures to manage both on and off-balance sheet (primarily loan
commitments) credit risk and we monitor the application of these policies and
procedures throughout the Company.
We attempt to manage credit exposure to individual borrowers and
counter-parties on an aggregate basis including loans, securities, letters of
credit, derivatives and unfunded commitments. Credit personnel analyze the
creditworthiness of individual borrowers or counter-parties, and limits are
established for the total credit exposure to any one borrower or counter-party.
Credit limits are subject to varying levels of approval by senior line and
credit risk management.
The aftermath of the events of September 11, 2001 and the United
States' continued war on terrorism may have an unpredictable effect on economic
conditions in general and in our primary market areas. Depending upon the timing
and strength of the economic recovery, we could experience a decline in credit
quality that could result in loan losses and a material adverse effect on our
earnings.
10
UNDERWRITING AND CREDIT MANAGEMENT
We evaluate a borrower's ability to make principal and interest
payments and the value of the collateral securing the underlying loans.
Independent appraisers generally perform on-site inspections and valuations of
the collateral for commercial real estate loans. All non-residential loans or
leases of $1.0 million to $5.0 million require Officers' Loan Committee approval
and ratification by Major Loan Committee. Residential loans for over $500,000
require approval by the Officers' Loan Committee and ratification by the Major
Loan Committee. Purchased residential loans in pools greater than $50 million
require Investment Committee approval. The Investment Committee includes the
Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and
Chief Credit Officer. All loans over $5.0 million require the approval of our
Major Loan Committee. In addition to senior loan officers of BankAtlantic, the
Major Loan Committee consists of the Chief Executive Officer and the
Vice-Chairman. The Officers' Loan Committee includes members of our executive
management.
For consumer and small business lending, credit-scoring systems are
utilized to assist in the assessment of the relative risks of new underwritings
and to provide standards for extensions of credit. Consumer and small business
portfolio credit risk is monitored by using statistical models and regular
reviews of actual payment experience in order to predict portfolio behavior.
An independent credit review group conducts ongoing reviews of credit
activities and portfolios, reexamining, on a regular basis, risk assessments for
credit exposure and overall compliance with policy. This group meets
periodically with the Credit Policy Committee to provide an update on the status
of the various loan portfolios.
A separate Senior Loan Committee meets monthly to discuss the progress
of individual credits, to monitor compliance with lending policies and to
consider upgrading or downgrading the risk grades of specific loans. The Senior
Loan Committee includes the Chief Executive Officer, Chief Financial Officer,
Chief Investment Officer and Chief Credit Officer.
Our primary credit exposure is focused in our loan and lease portfolio,
which totaled $3.4 billion and $2.8 billion at December 31, 2002 and 2001,
respectively.
11
Loans and leases receivable composition at the dates indicated was (in
thousands):
AS OF DECEMBER 31,
--------------------------------------------------------------------------------------------------------
2002 2001 2000 1999 1998
---------------- ----------------- ---------------- ------------------- -----------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ ------- ------ ------- ------ -------
LOANS RECEIVABLE:
Real estate loans:
Residential
real estate $1,378,041 40.85% $1,111,775 40.07% $1,316,062 46.14% $ 1,188,092 44.39% $ 1,336,587 50.90%
Construction and
development 1,218,411 36.13 1,122,628 40.47 937,881 32.88 634,382 23.71 439,418 16.74
Commercial real
estate 755,492 22.40 522,006 18.82 369,282 12.95 312,014 11.66 341,738 13.02
Small business -
real estate 98,494 2.92 43,196 1.56 28,285 0.99 22,241 0.83 20,275 0.77
Other loans:
Second mortgage -
direct 261,579 7.75 166,531 6.00 124,859 4.38 85,936 3.21 60,403 2.30
Second mortgage - 1,713 0.05 2,159 0.08 4,020 0.14 5,325 0.20 8,032 0.31
indirect
Commercial business 82,174 2.44 76,146 2.74 86,194 3.02 188,040 7.03 91,591 3.49
Small business - 62,599 1.86 59,041 2.13 69,325 2.43 93,442 3.49 98,543 3.75
non-mortgage
Lease finance 31,279 0.93 54,969 1.98 75,918 2.66 43,436 1.62 25,055 0.95
Due from foreign
banks 0 0.00 1,420 0.05 64,207 2.25 51,894 1.94 27,293 1.04
Consumer - other
direct 24,881 0.74 25,811 0.93 33,036 1.16 35,508 1.33 40,930 1.56
Consumer - other
indirect 6,392 0.19 23,241 0.84 58,455 2.05 120,184 4.49 212,571 8.10
Loans held for sale:
Residential real
estate 0 0.00 4,757 0.17 0 0.00 220,236 8.23 168,881 6.43
Syndication loans 14,499 0.43 40,774 1.47 80,016 2.80 0 0.00 0 0.00
---------- ------ ---------- ------ ---------- ------ ----------- ------ ----------- ------
Total 3,935,554 116.69 3,254,454 117.31 3,247,540 113.85 3,000,730 112.13 2,871,317 109.36
---------- ------ ---------- ------ ---------- ------ ----------- ------ ----------- ------
Adjustments:
Undisbursed portion
of loans
in process 511,861 15.18 434,166 15.65 344,390 12.07 286,608 10.71 218,937 8.34
Unearned discounts 3,041 0.09 1,470 0.05 3,675 0.13 (6,420) (0.24) (11,277) (0.43)
(premiums)
Allowance for
loan losses 48,022 1.42 44,585 1.61 47,000 1.65 44,450 1.66 37,950 1.45
---------- ------ ---------- ------ ---------- ------ ----------- ------ ----------- ------
Total loans
receivable,
net $3,372,630 100.00% $2,774,233 100.00% $2,852,475 100.00% $ 2,676,092 100.00% $ 2,625,707 100.00%
========== ====== ========== ====== ========== ====== =========== ====== =========== ======
Bankers acceptances $ 0 100.00% $ 5 100.00% $ 1,329 100.00% $ 13,616 100.00% $ 9,662 100.00%
========== ====== ========== ====== ========== ====== =========== ====== =========== ======
REAL ESTATE INDUSTRY RISK
The real estate industry is highly cyclical by nature and future market
conditions are uncertain. Factors which adversely affect the real estate and
homebuilding industries, many of which are beyond Levitt's control, include:
o The availability and cost of financing,
o Unfavorable interest rates and increases in inflation,
o Overbuilding or decreases in demand,
o Changes in the general availability of land and competition for
available land,
o Construction defects and warranty claims arising in the ordinary
course of business, including mold-related property damage and
bodily injury claims,
o Changes in national, regional and local economic conditions,
o Cost overruns, inclement weather and labor and material shortages,
o The impact of present or future environmental legislation, zoning
laws and other regulations, o Availability, delays and costs
associated with obtaining permits, approvals or licenses necessary
to develop property, and
o Increases in real estate taxes and other governmental fees.
In addition, Levitt currently develops and sells properties primarily
in Florida. The Florida markets in which Levitt operates are subject to the
risks of natural disasters, such as hurricanes and tropical storms. These
natural disasters could have a material adverse effect on Levitt's business by
causing the incurrence of uninsured losses, the incurrence of delays in
construction and shortages and increased costs of labor and building materials.
12
BROKERAGE INDUSTRY RISK
The securities business is, by its nature, subject to various risks,
particularly in volatile or illiquid markets, including the risk of losses
resulting from the underwriting or ownership of securities, customer fraud,
employee errors and misconduct, failures in connection with the processing of
securities transactions and litigation. Ryan Beck's business and its
profitability are affected by many factors including:
o The volatility and price levels of the securities markets,
o The volume, size and timing of securities transactions,
o The demand for investment banking services,
o The level and volatility of interest rates,
o The availability of credit,
o Legislation affecting the business and financial communities,
o The economy in general and
o The volatility of equity and debt securities held in inventory.
Markets characterized by low trading volumes and depressed prices
generally result in reduced commissions and investment banking revenues as well
as losses from declines in the market value of securities positions. Moreover,
Ryan Beck is likely to be adversely affected by negative economic developments
in the mid-Atlantic region or the financial services industry in general.
The majority of Ryan Beck's assets and liabilities are securities owned
or securities sold but not yet purchased. Securities owned and securities sold
but not yet purchased are associated with trading activities conducted both as
principal and as agent on behalf of individual and institutional investor
clients of Ryan Beck and are accounted for at fair value in our financial
statements. The fair value of these trading positions is generally based on
listed market prices. If listed market prices are not available or if
liquidating the positions would reasonably be expected to impact market prices,
fair value is determined based on other relevant factors, including dealer price
quotations, price quotations for similar instruments traded in different markets
or management's estimates of amounts to be realized on settlement. As a
consequence, volatility in either the stock or fixed-income markets could result
in an adverse change in our financial statements. Trading transactions as
principal involve making markets in securities, which are held in inventory to
facilitate sales to and purchases from customers. As a result of this activity,
Ryan Beck may be required to hold securities during declining markets.
The Gruntal transaction significantly increased the size of Ryan Beck,
but its success will be dependent upon Ryan Beck's ability to integrate the
Gruntal operations, successfully manage a much larger organization and retain
its new employees. Although Ryan Beck assumed a $21 million deferred
compensation plan obligation for participating financial consultants, and Ryan
Beck put in place a length of service award and a retention award in forgivable
notes in the aggregate amounts of $900,000 and $9.5 million, respectively, for
certain financial consultants and key employees, the financial consultants and
other employees may choose not to remain with Ryan Beck. Additionally, part of
GMS's business consists of investing in below investment grade securities. In
some instances, GMS holds a majority of the securities of an issue. These below
investment grade securities generally consist of revenue bonds issued by
tax-exempt entities related to healthcare and long-term care facilities. The
payment of the principal and interest associated with these securities is
dependent on the cash flows of the issuer. As a consequence, GMS is exposed to
the risk that the issuer's cash flows from operations will not be sufficient to
cover the debt service, resulting in GMS not recovering its entire investment.
The credit risk on below investment grade securities is significant, and
therefore a change in the credit quality of an issue could result in a
significant impact on the fair value of the issue. Since there is no trading
market for many of these securities, GMS may not be able to liquidate its
position at prices that would be available for securities that are readily
marketable. These securities are accounted for in our financial statements at
amounts that we believe represent the fair value of the securities but there is
no assurance that we will be able to realize such amounts upon sale.
PARENT COMPANY RISK FACTORS
As of December 31, 2002, we had approximately $246.2 million of
indebtedness outstanding at the holding company level. The degree to which we
are leveraged poses risks to our operations, including the risk that our cash
flow will not be sufficient to service our outstanding debt and that we may not
be able to obtain additional financing or refinancing. If we are forced to
utilize all or most of our cash flow for the purpose of servicing debt, we will
13
not be able to use those funds for other purposes. Our ability to meet these
obligations is largely dependent on BankAtlantic's ability to pay dividends to
us. BankAtlantic's ability to pay dividends is limited and is primarily
determined based on BankAtlantic's net income.
As of December 31, 2002, BFC Financial Corporation ("BFC") owned all of
our issued and outstanding Class B common stock and 8,296,891 shares, or
approximately 16%, of our issued and outstanding Class A common stock. These
shares represent approximately 55% of our total voting power. Since the Class A
common stock and Class B common stock vote as a single group on most matters,
BFC is in a position to control our company and elect a majority of our Board of
Directors. Additionally, Alan B. Levan, our Chairman of the Board of Directors
and Chief Executive Officer of BankAtlantic, and John E. Abdo, Vice Chairman of
our Board of Directors and the Vice Chairman of the Board of Directors and
Chairman of the Executive Committee of BankAtlantic, beneficially own
approximately 45.4% and 15.7% of the shares of BFC, respectively. As a
consequence, Alan B. Levan and John E. Abdo effectively have the voting power to
control the outcome of any shareholder vote of BankAtlantic Bancorp, except in
those limited circumstances where Florida law mandates that the holders of our
Class A common stock vote as a separate class. BFC's control position may have
an adverse effect on the market price of our Class A common stock.
EMPLOYEES
Management believes that its relations with its employees are
satisfactory. The Company currently maintains comprehensive employee benefit
programs that are considered by management to be generally competitive with
programs provided by other major employers in its markets.
The Company's number of employees at the indicated dates was:
DECEMBER 31, 2002 DECEMBER 31, 2001
--------------------- -----------------------
FULL- PART- FULL- PART-
TIME TIME TIME TIME
--------- ------- -------- ---------
BankAtlantic 1,134 219 830 85
Levitt Corporation 221 28 202 27
Ryan Beck 1,215 40 300 13
----- --- ----- ---
Total 2,570 287 1,332 125
===== === ===== ===
COMPETITION
BankAtlantic is one of the largest financial institutions headquartered
in the State of Florida. BankAtlantic has substantial competition in attracting
and retaining deposits and in lending funds. BankAtlantic competes not only with
financial institutions headquartered in the State of Florida, but also with a
growing number of financial institutions headquartered in other states that are
active in Florida. Many competitors have substantially greater financial
resources than BankAtlantic and, in some cases, operate under fewer regulatory
constraints.
Levitt Corporation is engaged in the real estate development and
construction industry, which is highly competitive and fragmented. Overbuilding
in certain local markets, among other competitive factors, may materially
adversely affect homebuilders in that market. Homebuilders compete for
financing, raw materials and skilled labor, as well as for the sale of homes.
Additionally, competition for prime properties is intense and the acquisition of
such properties may become more expensive in the future to the extent demand and
competition increase. Levitt competes with other local, regional and national
real estate companies and homebuilders, often within larger subdivisions
designed, planned and developed by such competitors. Some of Levitt's
competitors have greater financial, marketing, sales and other resources than
Levitt.
Ryan Beck is engaged in investment banking, securities brokerage and
asset management activities all of which are extremely competitive businesses.
Competitors include:
o All of the member organizations of the New York Stock Exchange and
NASD,
o Banks,
o Insurance companies,
o Investment companies, and
o Financial consultants.
14
REGULATION AND SUPERVISION
HOLDING COMPANY
We are a unitary savings and loan holding company within the meaning of
the Home Owner's Loan Act, as amended ("HOLA"). As such, we are registered with
the Office of Thrift Supervision ("OTS") and are subject to OTS regulations,
examinations, supervision and reporting requirements. In addition, the OTS has
enforcement authority over us, and our non-bank subsidiaries, Levitt Corporation
and Ryan Beck & Co., Inc. Among other things, this authority permits the OTS to
restrict or prohibit activities that are determined to be a serious risk to the
financial safety, soundness or stability of a subsidiary savings bank.
HOLA prohibits a savings bank holding company, directly or indirectly,
or through one or more subsidiaries, from acquiring another savings institution
or holding company thereof without prior written approval of the OTS; acquiring
or retaining, with certain exceptions, more than 5% of a non-subsidiary savings
institution, a non-subsidiary holding company, or a non-subsidiary company
engaged in activities other than those permitted by HOLA; or acquiring or
retaining control of a depository institution that is not insured by the FDIC.
In evaluating an application by a holding company to acquire a savings
institution, the OTS must consider the financial and managerial resources and
future prospects of the company and savings institution involved, the effect of
the acquisition on the risk to the insurance funds, the convenience and needs of
the community and competitive factors.
As a unitary savings and loan holding company, we generally are not
restricted under existing laws as to the types of business activities in which
we may engage, provided that the Bank continues to satisfy the QTL test. See
"Regulation of Federal Savings Banks - QTL Test" for a discussion of the QTL
requirements. If we were to make a non-supervisory acquisition of another
savings institution or of a savings institution that meets the QTL test and is
deemed to be a savings institution by the OTS and that will be held as a
separate subsidiary, we would become a multiple savings bank holding company and
would be subject to limitations on the types of business activities in which we
can engage. HOLA limits the activities of a multiple savings institution holding
company and its non-insured institution subsidiaries primarily to activities
permissible for bank holding companies under Section 4(c)(8) of the Bank Holding
Company ("BHC") Act, subject to the prior approval of the OTS, and to other
activities authorized by OTS regulation.
Transactions between the Bank, including any of the Bank's
subsidiaries, and us or any of the Bank's affiliates, are subject to various
conditions and limitations. See "Regulation of Federal Savings Banks -
Transactions with Related Parties." The Bank must file a notice with the OTS
prior to any declaration of the payment of any dividends or other capital
distributions to us. See "Regulation of Federal Savings Banks - Limitation on
Capital Distributions."
FEDERAL SECURITIES LAWS
Our Class A common stock is registered with the SEC under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We are
subject to the information, proxy solicitation, insider trading restrictions and
other requirements under the Exchange Act.
BANKATLANTIC
GENERAL
The Bank is subject to extensive regulation, examination, and
supervision by the OTS, as its chartering agency, and the FDIC, as its deposit
insurer. The Bank's deposit accounts are insured up to applicable limits by the
Bank Insurance Fund ("BIF") and the Savings Association Insurance Fund ("SAIF"),
which are administered by the FDIC. The Bank must file reports with the OTS and
the FDIC concerning its activities and financial condition, and it must obtain
regulatory approvals prior to entering into certain transactions, such as
mergers with, or acquisitions of, other depository institutions or forming
subsidiaries. The OTS and the FDIC conduct periodic examinations to assess the
Bank's safety and soundness and compliance with various regulatory requirements.
This regulation and supervision establishes a comprehensive framework of
activities in which a savings bank can engage and is intended primarily for the
protection of the insurance fund and depositors.
The OTS and the FDIC have significant discretion in connection with
their supervisory and enforcement activities and examination policies, including
policies with respect to the classification of assets and the establishment of
15
adequate loan loss reserves for regulatory purposes. Any change in such
policies, whether by the OTS, the FDIC or the Congress, could have a material
adverse impact on us, the Bank, and the operations of both.
The following discussion is intended to be a summary of the material
statutes and regulations applicable to savings banks, and it does not purport to
be a comprehensive description of all such statutes and regulations.
REGULATION OF FEDERAL SAVINGS BANKS
BUSINESS ACTIVITIES. The Bank derives its lending and investment powers
from the HOLA and the regulations of the OTS thereunder. Under these laws and
regulations, the Bank may invest in mortgage loans secured by residential and
commercial real estate, commercial and consumer loans, certain types of debt
securities, and certain other assets. The Bank may also establish service
corporations that may engage in activities not otherwise permissible for the
Bank, including certain real estate equity investments and securities and
insurance brokerage. These investment powers are subject to various limitations,
including (a) a prohibition against the acquisition of any corporate debt
security that is not rated in one of the four highest rating categories; (b) a
limit of 400% of capital on the aggregate amount of loans secured by
non-residential real estate property; (c) a limit of 20% of assets on commercial
loans, with the amount of commercial loans in excess of 10% of assets being
limited to small business loans; (d) a limit of 35% of assets on the aggregate
amount of consumer loans and acquisitions of certain debt securities; (e) a
limit of 5% of assets on non-conforming loans (loans in excess of the specific
limitations of HOLA); and (f) a limit of the greater of 5% of assets or capital
on certain construction loans made for the purpose of financing what is or is
expected to become residential property.
LOANS TO ONE BORROWER. Under HOLA, savings banks are generally subject
to the same limits on loans to one borrower as are imposed on national banks.
Generally, under these limits, a savings bank may not make a loan or extend
credit to a single or related group of borrowers in excess of 15% of the bank's
unimpaired capital and surplus. Additional loans or extensions of credit are
permitted of up to 10% of unimpaired capital and surplus if they are fully
secured by readily-marketable collateral. Such collateral includes certain debt
and equity securities and bullion, but generally does not include real estate.
At December 31, 2002, the Bank's limit on loans to one borrower was $59.6
million. At December 31, 2002, the Bank's largest aggregate amount of loans to
one borrower was $45.9 million and the second largest borrower had an aggregate
balance of $42.7 million.
QTL TEST. HOLA requires a savings bank to meet a Qualified Thrift
Lending ("QTL") test by maintaining at least 65% of its "portfolio assets" in
certain "qualified thrift investments" in at least nine months of the most
recent twelve-month period. A savings bank that fails the QTL test must either
operate under certain restrictions on its activities or convert to a bank
charter. At December 31, 2002, the Bank maintained 77.6% of its portfolio assets
in qualified thrift investments. The Bank had also satisfied the QTL test in
each of the prior 12 months and, therefore, was a qualified thrift lender.
CAPITAL REQUIREMENTS. The OTS regulations require savings banks to meet
three minimum capital standards: a tangible capital ratio requirement of 1.5% of
total assets as adjusted under the OTS regulations, a risk-based capital ratio
requirement of 8% of core and supplementary capital to total risk-based assets
and a core capital ratio (as defined under OTS regulations). For a depository
institution that has been assigned the highest composite rating of 1 under the
Uniform Financial Institutions Rating, the minimum core capital ratio is 3%, and
the minimum core capital ratio for any other depository institution is 4%,
unless a higher capital ratio is warranted by the particular circumstances or
risk profile of the depository institution. In determining the amount of
risk-weighted assets for purposes of the risk-based capital requirement, a
savings bank must compute its risk-based assets by multiplying its assets and
certain off-balance sheet items by risk-weights, which range from 0% for cash
and obligations issued by the United States Government or its agencies, to 100%
for consumer and commercial loans, as assigned by the OTS capital regulations
based on the risks OTS believes are inherent in the type of asset. On May 10,
2002, the OTS adopted amendments to its capital regulations which, among other
matters, eliminated the interest rate risk component of the risk-based capital
requirement. Pursuant to the amendment, the OTS will continue to monitor the
interest rate risk management of individual institutions through the OTS
requirements for interest rate risk management, the ability of the OTS to impose
an individual minimum capital requirement on institutions that exhibit a high
degree of interest rate risk, and the requirements of Thrift Bulletin 13a, which
provides guidance regarding the management of interest rate risk and the
responsibility of boards of directors in that area.
16
The table below presents the Bank's regulatory capital as compared to
the OTS regulatory capital requirements at December 31, 2002:
DECEMBER 31, 2002
--------------------------------------------------------------
MINIMUM CAPITAL
-------------------------------------------------------------- WELL
ACTUAL REQUIREMENT CAPITALIZED
-------------------------------------------------------------- --------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
----------------------------- ----------------------------- ------------ ------------
(IN THOUSANDS)
Tangible capital $ 347,927 7.26% 71,873 1.50% $ 71,873 1.50%
Core capital 347,927 7.26 191,661 4.00 239,576 5.00
Total tier 1 risk-based
capital 347,927 10.01 139,088 4.00 208,632 6.00
Total risk-based capital 413,469 11.89 278,176 8.00 347,720 10.00
LIMITATION ON CAPITAL DISTRIBUTIONS. OTS regulations currently impose
limitations upon capital distributions by savings institutions, such as cash
dividends, payments to repurchase or otherwise acquire its shares, payments to
shareholders of another institution in a cash-out merger, and other
distributions charged against capital.
As the subsidiary of a savings and loan holding company, the Bank is
required to file a notice with the OTS at least 30 days prior to each capital
distribution. However, if the total amount of all capital distributions
(including each proposed capital distribution) for the applicable calendar year
exceeds net income for that year plus the retained net income for the preceding
two years, then the Bank must file an application for OTS approval of a proposed
capital distribution. In addition, the OTS can prohibit a proposed capital
distribution otherwise permissible under the regulation, if it has determined
that the institution is in need of more than customary supervision or that a
proposed distribution by an institution would constitute an unsafe or unsound
practice. Furthermore, under the OTS Prompt Corrective Action Regulations, the
Bank would be prohibited from making any capital distribution if, after the
distribution, the Bank failed to satisfy its minimum capital requirements, as
described above. See "Regulation - Regulation of Federal Savings Institutions -
Prompt Corrective Regulatory Action".
LIQUIDITY. The Bank is required to maintain sufficient liquidity to
ensure its safe and sound operation. The Bank's average liquidity ratio at
December 31, 2002 was 19.23%.
ASSESSMENTS. Savings institutions are required by OTS regulation to pay
semi-annual assessments to the OTS to fund OTS operations. The regulations base
the assessment for individual savings institutions on three components: the size
of the institution on which the basic assessment is based; the institution's
supervisory condition; and the complexity of the institution's operations. The
Bank's assessment expense during the year ended December 31, 2002 was
approximately $745,000.
BRANCHING. Subject to certain limitations, HOLA and the OTS regulations
permit federally chartered savings banks to establish branches in any state of
the United States.
COMMUNITY REINVESTMENT. Under the Community Reinvestment Act ("CRA"),
as implemented by OTS regulations, a savings bank has a continuing and
affirmative obligation consistent with its safe and sound operation to help meet
the credit needs of its entire community, including low and moderate income
neighborhoods. The CRA requires the OTS, in connection with its examination of a
savings bank, to assess the bank's record of meeting the credit needs of its
community and to take such record into account in its evaluation of certain
applications by such bank. The CRA also requires all institutions to make public
disclosure of their CRA ratings. The Bank received a "satisfactory" CRA
performance evaluation in its most recent evaluation. Insured depository
institutions also must publicly disclose certain agreements that are in
fulfillment of CRA. We have no such agreements in place at this time.
TRANSACTIONS WITH RELATED PARTIES. The Bank's authority to engage in
transactions with its "affiliates" is limited by OTS regulations and by Sections
23A and 23B of the Federal Reserve Act ("FRA"). In general, an affiliate of the
Bank is any company that controls the Bank or any other company that is
controlled by a company that controls the Bank, excluding the Bank's
subsidiaries other than those that are insured depository institutions.
Currently, a subsidiary of a bank that is not also a depository institution is
not treated as an affiliate of the bank for purposes of Sections 23A and 23B,
but the Federal Reserve Bank has proposed treating any subsidiary of a bank that
is engaged in activities not permissible for bank holding companies under the
17
BHCA as an affiliate for purposes of Sections 23A and 23B. The OTS regulations
prohibit a savings bank (a) from lending to any of its affiliates that is
engaged in activities that are not permissible for bank holding companies under
Section 4(c) of the Bank Holding Company Act ("BHC Act") and (b) from purchasing
the securities of any affiliate other than a subsidiary. Section 23A limits the
aggregate amount of transactions with any individual affiliate to 10% of the
capital and surplus of the savings bank and also limits the aggregate amount of
transactions with all affiliates to 20% of the savings bank's capital and
surplus. Extensions of credit to affiliates are required to be secured by
collateral in an amount and of a type described in Section 23A, and the purchase
of low quality assets from affiliates is generally prohibited. Section 23B
provides that certain transactions with affiliates, including loans and asset
purchases, must be on terms and under circumstances, including credit standards,
that are substantially the same or at least as favorable to the Bank as those
prevailing at the time for comparable transactions with nonaffiliated companies.
In the absence of comparable transactions, such transactions may only occur
under terms and circumstances, including credit standards, that in good faith
would be offered to or would apply to nonaffiliated companies. On October 1,
2001, the Bank made a special dividend to the Company of all the outstanding
stock of Levitt Corporation, and Levitt Corporation thereupon became a
subsidiary of the Company instead of the Bank. As a consequence, transactions
between the Bank and Levitt Corporation became subject to the regulations and
statutes described above and in connection with the transaction the OTS issued a
"no action" letter which effectively grandfathered all then-outstanding loans,
commitments and letters of credit ("Levitt Loans") from the Bank to Levitt. In
addition, the Bank agreed that it would not engage in any covered transactions
with any affiliates until the aggregate amount of all covered transactions,
including the Levitt Loans, falls below twenty percent of the Bank's capital
stock and surplus.
Section 402 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley")
prohibits the extension of personal loans to directors and executive officers of
issuers (as defined in Sarbanes-Oxley). The prohibition, however, does not apply
to mortgages advanced by an insured depository institution, such as the Bank,
that are subject to the insider lending restrictions of Section 22(h) of the
FRA.
The Bank's authority to extend credit to its directors, executive
officers, and 10% shareholders, as well as to entities controlled by such
persons, is currently governed by the requirements of Sections 22(g) and 22(h)
of the FRA and Regulation O of the Federal Reserve Board ("FRB") thereunder.
Among other things, these provisions require that extensions of credit to
insiders (a) be made on terms that are substantially the same as and follow
credit underwriting procedures that are not less stringent than those prevailing
for comparable transactions with unaffiliated persons and that do not involve
more than the normal risk of repayment or present other unfavorable features and
(b) not exceed certain limitations on the amount of credit extended to such
persons, individually and in the aggregate, which limits are based, in part, on
the amount of the bank's capital. In addition, extensions of credit in excess of
certain limits must be approved by the Bank's board of directors.
ENFORCEMENT. Under the Federal Deposit Insurance Act ("FDI Act"), the
OTS has primary enforcement responsibility over savings banks and has the
authority to bring enforcement action against all "institution-affiliated
parties," including any controlling stockholder or any shareholder, attorney,
appraiser and accountant who knowingly or recklessly participates in any
violation of applicable law or regulation or breach of fiduciary duty or certain
other wrongful actions that cause or are likely to cause a more than a minimal
loss or other significant adverse effect on an insured savings bank.
STANDARDS FOR SAFETY AND SOUNDNESS. Pursuant to the requirements of the
FDI Act, as amended by FDICIA and the Riegle Community Development and
Regulatory Improvement Act of 1994 ("Community Development Act"), the OTS,
together with the other federal bank regulatory agencies, have adopted a set of
guidelines prescribing safety and soundness standards relating to internal
controls and information systems, internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth, asset quality,
earnings and compensation, fees and benefits. In general, the guidelines
require, among other things, appropriate systems and practices to identify and
manage the risks and exposures specified in the guidelines.
REAL ESTATE LENDING STANDARDS. The OTS and the other federal banking
agencies adopted regulations to prescribe standards for extensions of credit
that (a) are secured by real estate or (b) are made for the purpose of financing
the construction of improvements on real estate. The OTS regulations require
each savings bank to establish and maintain written internal real estate lending
standards that are consistent with OTS guidelines and with safe and sound
banking practices and which are appropriate to the size of the bank and the
nature and scope of its real estate lending activities.
PROMPT CORRECTIVE REGULATORY ACTION. Under the OTS Prompt Corrective
Action Regulations, the OTS is required to take certain, and is authorized to
take other, supervisory actions against undercapitalized savings institutions.
For this purpose, a savings institution would be placed in one of five
categories based on its capital. Generally, a savings institution is treated as
"well capitalized" if its ratio of total capital to risk-weighted assets is at
18
least 10.0%, its ratio of core capital to risk-weighted assets is at least 6.0%,
its ratio of core capital to total assets is at least 5.0%, and it is not
subject to any order or directive by the OTS to meet a specific capital level.
The most recent notification from the Office of Thrift Supervision categorized
the Bank as "well capitalized" under the regulatory framework for prompt
corrective action. There are no conditions or events since that notification
that management believes have changed the institution's category. See "- Capital
Requirements."
The severity of the action authorized or required to be taken under the
Prompt Corrective Action Regulations increases as a bank's capital deteriorates
within the three undercapitalized categories. All institutions are prohibited
from paying dividends or other capital distributions or paying management fees
to any controlling person if, following such distribution, the institution would
be undercapitalized. An undercapitalized institution is required to file a
capital restoration plan within 45 days of the date the institution receives
notice that it is within any of the three undercapitalized categories. The OTS
is required to monitor closely the condition of an undercapitalized institution
and to restrict the asset growth, acquisitions, branching, and new lines of
business of such an institution. If one or more grounds exist for appointing a
conservator or receiver for an institution, the OTS may require the institution
to issue additional debt or stock, sell assets, be acquired by a depository bank
holding company or combine with another depository bank. The OTS and the FDIC
have a broad range of grounds under which they may appoint a receiver or
conservator for an insured depository bank. When appropriate, the OTS can
require corrective action by a savings bank holding company under the "Prompt
Corrective Action" provisions of FDICIA.
INSURANCE OF DEPOSIT ACCOUNTS. Savings banks are subject to a
risk-based assessment system for determining the deposit insurance assessments
to be paid by each bank. Under the risk-based assessment system, which began in
1993, the FDIC assigns an institution to one of three capital categories based
on the institution's financial information as of the reporting period. The
supervisory subgroup to which an institution is assigned is based upon a
supervisory evaluation provided to the FDIC by the institution's primary federal
regulator and information that the FDIC determines to be relevant to the
institution's financial condition and the risk posed to the deposit insurance
funds. An institution's assessment rate depends on the capital category and
supervisory category to which it is assigned. Assessment rates currently range
from 0.0% of deposits for an institution in the highest category (i.e.,
well-capitalized and financially sound, with no more than a few minor
weaknesses) to 0.27% of deposits for an institution in the lowest category
(i.e., undercapitalized and substantial supervisory concern). The FDIC is
authorized to raise the assessment rates as necessary to maintain the required
reserve ratio of 1.25%. Both the BIF and SAIF currently satisfy the reserve
ratio requirement. If the FDIC determines that assessment rates should be
increased, institutions in all risk categories could be affected. The FDIC has
exercised this authority several times in the past and could raise insurance
assessment rates in the future. The FDIC has recently alerted institutions to
the possibility of higher deposit insurance premiums in early 2003. The FDIC
stated that, if necessary, the increased premiums would likely affect only
institutions with BIF-insured deposits and would not exceed 5 basis points.
While increases in deposit insurance premiums could have an adverse effect on
the Company's earnings, the recent advisory statement from the FDIC, if enacted,
is not expected to have a material adverse effect on the Company's earnings.
The Deposit Insurance Funds Act of 1996 amended the FDIA to
recapitalize the SAIF and expand the assessment base for the payments of
Financing Corporation ("FICO") bonds. FICO bonds were sold by the federal
government in order to finance the recapitalization of SAIF and BIF insurance
funds. The recapitalization of the SAIF and BIF insurance funds was necessitated
following payments made from these insurance funds to compensate depositors of
federally-insured depository institutions that experienced bankruptcy and
dissolution during the 1980's and 1990's. The quarterly adjusted rate of
assessment for FICO bonds is 0.0172% for both BIF-and SAIF-insured institutions.
PRIVACY AND SECURITY PROTECTION. The OTS has adopted regulations
implementing the privacy protection provisions of the Gramm-Leach-Bliley Act
("Gramm-Leach"). The regulations, which require each financial institution to
adopt procedures to protect customers and customers' "non-public personal
information", became effective November 13, 2000. The Bank has a privacy
protection policy which we believe complies with applicable regulations. In
February 2001, the OTS and other federal banking agencies finalized guidelines
establishing standards for safeguarding customer information to implement
certain provisions of Gramm-Leach. The guidelines describe the agencies'
expectations for the creation, implementation and maintenance of an information
security program. The new regulation became effective on July 1, 2001. We do not
believe that these regulations will have a material impact upon our operations.
INTERNET BANKING. Technological developments are dramatically altering
the methods by which most companies, including financial institutions, conduct
their business. The growth of the Internet is prompting banks to reconsider
business strategies and adopt alternative distribution and marketing systems.
The federal bank regulatory agencies have conducted seminars and published
19
materials targeted at various aspects of Internet Banking and have indicated
their intention to re-evaluate their regulations to ensure they encourage bank
efficiency and competitiveness consistent with safe and sound banking practices.
The Company cannot assure that federal bank regulatory agencies will not adopt
new regulations that will not materially affect or restrict the Bank's Internet
operations.
INSURANCE ACTIVITIES. As a federal savings bank, we are generally
permitted to engage in certain insurance activities through subsidiaries. OTS
regulations promulgated pursuant to Gramm-Leach prohibit depository institutions
from conditioning the extension of credit to individuals upon either the
purchase of an insurance product or annuity or an agreement by the consumer not
to purchase an insurance product or annuity from an entity that is not
affiliated with the depository institution. The regulation also requires prior
disclosure of this prohibition to potential insurance product or annuity
customers.
FEDERAL HOME LOAN BANK SYSTEM. The Bank is a member of the FHLB of
Atlanta, which is one of the regional FHLBs composing the FHLB System. Each FHLB
provides a central credit facility primarily for its member institutions. The
Bank, as a member of the FHLB of Atlanta, is required to acquire and hold shares
of capital stock in the FHLB. The Bank was in compliance with this requirement
with an investment in FHLB stock at December 31, 2002 of $64.9 million. Any
advances from a FHLB must be secured by specified types of collateral, and all
long-term advances may be obtained only for the purpose of providing funds for
residential housing finance. The FHLB of Atlanta paid dividends on the capital
stock of $3.2 million during the year ended December 31, 2002. If dividends were
reduced or interest on future FHLB advances increased, the Bank's net interest
income would likely also be reduced.
FEDERAL RESERVE SYSTEM. The Bank is subject to provisions of the FRA
and the FRB's regulations, pursuant to which depository institutions may be
required to maintain non-interest-earning reserves against their deposit
accounts and certain other liabilities. Currently, reserves must be maintained
against transaction accounts (primarily NOW and regular checking accounts). The
FRB regulations generally require that reserves be maintained in the amount of
3% of the aggregate of transaction accounts up to $36.1 million. The amount of
aggregate transaction accounts in excess of $41.3 million are currently subject
to a reserve ratio of 10%, which ratio the FRB may adjust between 8% and 14%.
The FRB regulations currently exempt $6.0 million of otherwise reservable
balances from the reserve requirements, which exemption is adjusted by the FRB
at the end of each year. The Bank is in compliance with the foregoing reserve
requirements. Because required reserves must be maintained in the form of either
vault cash, a non-interest-bearing account at a Federal Reserve Bank, or a
pass-through account as defined by the FRB, the effect of this reserve
requirement is to reduce the Bank's interest-earning assets. The balances
maintained to meet the reserve requirements imposed by the FRB may be used to
satisfy liquidity requirements imposed by the OTS. FHLB System members are also
authorized to borrow from the Federal Reserve "discount window," but FRB
regulations require such institutions to exhaust all FHLB sources before
borrowing from a Federal Reserve Bank.
ANTI-TERRORISM REGULATION. The Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 ("USA Patriot Act") was signed into law on October 26, 2001, providing the
federal government with new powers to address terrorist threats. By way of
amendments to the Bank Secrecy Act, Title III of the USA Patriot Act enacts
measures intended to encourage information-sharing among bank regulatory and law
enforcement agencies. In addition, certain provisions of Title III impose
affirmative obligations on a broad range of financial institutions, including
(i) financial institutions must establish anti-money laundering programs that
include, at a minimum, internal policies, procedures and controls, as well as an
independent audit function to test the programs; and (ii) regulations are to be
promulgated setting minimum standards with respect to customer identification
upon the opening of new accounts. The federal banking agencies have begun to
propose and implement regulations requiring financial institutions to adopt the
policies and procedures contemplated by the USA Patriot Act. Implementation of
the USA Patriot Act did not have a material impact upon the financial condition
or results of operations of the Company.
LEVITT CORPORATION
Levitt Corporation, through its subsidiaries, engages in real estate
development activities and residential and commercial construction in the State
of Florida. Levitt's business activities are subject to various local and state
statutes, ordinances, rules and regulations concerning zoning, building design,
construction and similar matters that impose restrictive zoning and density
requirements the purposes of which are to limit building within the boundaries
of a particular area. Local laws frequently require builders to provide roads
and other off-site infrastructure in connection with a homebuilding project.
Further, schools, parks, water treatment and other public improvements are
required in connection with real estate development activities, and these
requirements drive up the cost of development while extending the time within
which a project can be brought to completion. The State of Florida and various
20
counties have declared (and may declare in the future) moratoriums on the
issuance of building permits and/or impose restrictions in areas where roads,
schools, parks, water and sewage treatment facilities and other infrastructure
do not reach minimum standards. Further, in response to severe windstorm damage
suffered in the past, the State of Florida has adopted stringent building codes
that require, among other things, builders to use specific construction
materials and to follow specific construction practices and techniques.
Levitt Corporation's subsidiaries are also subject to local and state
statutes, ordinances, rules and regulations concerning the protection of health
and the environment. The specific environmental regulations that may apply vary
according to site location, its environmental conditions and its present and
former uses as well as the present and former uses of adjoining properties.
These laws and regulations are subject to frequent change; in some cases,
activities may be delayed or halted by changes in statutes or rules. In
addition, environmental laws and conditions can prohibit or severely restrict
building activity in environmentally sensitive regions.
RYAN BECK & CO., INC.
The securities industry in the United States is subject to extensive
regulation under both federal and state laws. The SEC is the federal agency
charged with administration of the federal securities laws. Much of the
regulation of broker-dealers has been delegated to self-regulatory authorities,
principally the NASD and, in the case of broker-dealers that are members of a
securities exchange, the particular securities exchange. These self-regulatory
organizations conduct periodic examinations of member broker-dealers in
accordance with rules they have adopted and amended from time to time, subject
to approval by the SEC.
Securities firms are also subject to regulation by state securities
commissions in those states in which they do business. As of December 31, 2002,
Ryan Beck was registered as a broker-dealer in 50 states and the District of
Columbia. The principal purpose of regulation and discipline of broker-dealers
is the protection of clients and the securities markets, rather than protection
of creditors and stockholders of broker-dealers. The regulations to which
broker-dealers are subject cover all aspects of the securities business,
including sales methods, trading practices among broker-dealers, uses and
safekeeping of clients' funds and securities, capital structure of securities
firms, record-keeping and reporting, fee arrangements, disclosure to clients and
the conduct of directors, officers and employees.
Additionally, legislation, changes in rules promulgated by the SEC
and self-regulatory authorities or changes in the interpretation or enforcement
of existing laws and rules may directly affect the operations and profitability
of broker-dealers. The SEC, self-regulatory authorities and state securities
commissions may conduct administrative proceedings which can result in censure,
fine, suspension or expulsion of a broker-dealer, its officers or employees.
Such administrative proceedings, whether or not resulting in adverse findings,
can require substantial expenditures. The profitability of broker-dealers could
also be affected by rules and regulations that impact the business and financial
communities in general, including changes to the laws governing taxation,
antitrust regulation and electronic commerce.
Securities held in custody by Pershing for Ryan Beck's customer
accounts are protected to an unlimited amount. The Securities Investors
Protection Corporation (SIPC) provides $500,000 of coverage, including $100,000
for claims for cash. Pershing provides the remaining coverage through a
commercial insurer. The account protection applies when a SIPC member firm fails
financially and is unable to meet obligations to securities customers, but it
does not protect against losses from the rise and fall in the market value of
investments.
Ryan Beck is subject to the net capital provision of Rule 15c3-1 under
the Securities Exchange Act of 1934. The Net Capital Rule specifies minimum net
capital requirements that are intended to ensure the general financial soundness
and liquidity of broker-dealers. Failure to maintain the required net capital
may subject a firm to suspension or expulsion by the NASD, certain punitive
actions by the SEC and other regulatory bodies, and ultimately may require a
firm's liquidation. At December 31, 2002, Ryan Beck was in compliance with all
applicable capital requirements.
Ryan Beck operates under the provisions of paragraph (k)(2)(ii) of Rule
15c3-3 of the SEC as a fully disclosed broker and, accordingly, customer
accounts are carried on the books of the clearing broker. However, Ryan Beck
safe keeps and redeems municipal bond coupons for the benefit of its customers.
Accordingly, Ryan Beck is subject to the provisions of SEC Rule 15c3-3 relating
to possession or control and customer reserve requirements and was in compliance
with such provisions at December 31, 2002.
21
NEW ACCOUNTING PRONOUNCEMENTS
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement No. 145 ("Rescission of FASB Statements No. 4, 44 and 64, Amendment of
FASB Statement No. 13 and Technical Corrections"). This Statement rescinds FASB
Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and
FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. Any gain or loss on the extinguishment of debt that was classified
as an extraordinary item in prior periods will be reclassified into continuing
operations. As a consequence, the Company reclassified from income (loss) from
extraordinary items to income from continuing operations a $389,000 loss and a
$12.2 million gain on the redemption of subordinated investments notes and
convertible debentures in the Company's statement of operations for the year
ended December 31, 2001 and 2000, respectively. The reclassification reduced
basic earnings per share from continuing operations by $.01 and had no effect on
diluted earnings per share from continuing operations for the year ended
December 31, 2001. The reclassification increased Class A and Class B basic
earnings per share from continuing operations by $0.20 and $0.18, respectively,
for the year ended December 31, 2000. The reclassification increased Class A and
Class B diluted earnings per share from continuing operations by $0.15 and
$0.13, respectively, for the year ended December 31, 2000.
In June 2002, the FASB issued Statement No. 146 ("Accounting for Costs
Associated with Exit or Disposal Activities"). This Statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. Prior to this Statement, a liability was
recognized when the entity committed to an exit plan. Management believes that
this Statement will not have a material impact on the Company's financial
statements; however, the Statement will result in a change in accounting policy
associated with the recognition of liabilities in connection with future
restructuring charges.
In October 2002, the FASB issued Statement No. 147 ("Acquisitions of
Certain Financial Institutions"). This Statement provides guidance on the
accounting for the acquisition of a financial institution and applies to all
acquisitions except those between two or more mutual enterprises. This Statement
provides that the excess of the fair value of liabilities assumed over the fair
value of tangible and identifiable intangible assets acquired in a business
combination represents goodwill that should be accounted for under FASB
Statement No. 142, "Goodwill and Other Intangible Assets". Thus, the specialized
accounting guidance in paragraph 5 of FASB Statement No. 72, Accounting for
Certain Acquisitions of Banking or Thrift Institutions, will not apply after
September 30, 2002. If certain criteria in Statement No. 147 are met, the amount
of the unidentifiable intangible asset recorded in previous acquisitions will be
reclassified to goodwill upon adoption of this Statement. The Statement will not
affect the Company's prior acquisitions, and management believes that this
Statement will not have an impact on the Company's historical financial
statements.
In November 2002, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." This Interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its obligations
under certain guarantees that it has issued. It also clarifies that a guarantor
is required to recognize, at the inception of a guarantee, a liability for the
fair value of the obligation undertaken in issuing the guarantee. This
Interpretation does not prescribe a specific approach for subsequently measuring
the guarantor's recognized liability over the term of the related guarantee.
This Interpretation also incorporates, without change, the guidance in FASB
Interpretation No. 34, "Disclosure of Indirect Guarantees of Indebtedness of
Others," which is being superseded. The Company implemented the disclosure
requirements of this interpretation as of December 31, 2002 and the liability
recognition provisions of the interpretation as of January 1, 2003.
In December 2002, the FASB issued Statement No. 148 ("Accounting for
Stock-Based Compensation - Transition and Disclosure"). This Statement amends
FASB Statement No. 123 Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has implemented the disclosure
requirements of this Statement as of December 31, 2002.
22
In January 2003, the FASB issued Interpretation No. 46 ("Consolidation
of Variable Interest Entities"). The interpretation defines a variable interest
entity as a corporation, partnership, trust or any other legal structure used
for business purposes that either (a) does not have equity investors with voting
rights or (b) has equity investors that do not provide sufficient financial
resources for the equity to support its activities. A variable interest entity
often holds financial assets, including loans or receivables, real estate or
other property. A variable interest entity may be essentially passive or it may
engage in research and development or other activities on behalf of another
company. This interpretation requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. The Interpretation also
requires disclosures about variable interest entities that the company is not
required to consolidate but in which it has a significant variable interest.
Management is in the process of evaluating if its interests in unconsolidated
entities qualify as variable interest entities and, if so, whether the assets,
liabilities, noncontrolling interest and results of activities are required to
be included in the Company's consolidated financial statements. Our investments
and advances to unconsolidated entities were $51.9 million at December 31, 2002.
These entities were primarily real estate joint ventures. We believe that the
majority of these entities will not be consolidated, however, we cannot give any
assurance that this will be the case until we complete our evaluation. We expect
to complete our evaluation by July 1, 2003, the deadline imposed by this
interpretation.
23
ITEM 2. PROPERTIES
The Company's and BankAtlantic's principal and executive offices are
located at 1750 East Sunrise Boulevard, Fort Lauderdale, Florida, 33304. In
addition to its branches, BankAtlantic owns three buildings and leases four
locations, which house its back office operations. The following table sets
forth owned and leased branch offices at December 31, 2002:
MIAMI-DADE BROWARD PALM BEACH TAMPA BAY
----------------- ----------------- ---------------- ----------------
Owned full-service branches 4 10 26 3
Leased full-service branches 8 12 5 4
----------------- ----------------- ---------------- ----------------
Total full-service branches 12 22 31 7
================= ================= ================ ================
Lease expiration dates 2004-2012 2003-2009 2003-2006 2003-2004
================= ================= ================ ================
BankAtlantic also maintains two ground leases in Broward County
expiring between 2006 - 2072.
Levitt Corporation leases administrative space. The leases expire in
2004 - 2006.
Ryan Beck's office space includes leased facilities in the following
states with year of lease expiration:
LEASE NUMBER OF
LOCATIONS EXPIRATION OFFICES
- -------------------------------------------------------
California 2009 1
Connecticut 2004 - 2005 3
Florida 2003 - 2005 5
Georgia 2004 1
Illinois 2008 1
Maryland 2009 1
Massachusetts 2004 - 2006 4
New Jersey 2003 - 2012 7
New York 2003 - 2010 9
Pennsylvania 2003 - 2011 7
Texas 2003 - 2005 2
Virginia 2003 1
----------------
42
================
During the year ended December 31, 2002, BankAtlantic purchased a $14.3
million office facility to consolidate BankAtlantic's headquarters and back
office operations into a centralized facility. The estimated costs to renovate
the facility for use as BankAtlantic's operational center is approximately $20
million and is expected to be completed in June 2004.
24
ITEM 3. LEGAL PROCEEDINGS
The following is a description of certain lawsuits other than ordinary
routine litigation incidental to our business to which the Company or a
subsidiary is a party:
COMMERCE BANCORP, INC. V. BANKATLANTIC, CIVIL ACTION NO. 02CV 4774
(JBS)(D.N.J.)(CAMDEN) On October 3, 2002, Commerce Bancorp., Inc. ("Commerce")
filed a complaint against BankAtlantic in the United States District Court for
the District of New Jersey. The complaint, which seeks unspecified money damages
and injunctive relief, asserts that BankAtlantic is infringing certain trademark
rights allegedly owned by Commerce in the slogan "AMERICA'S MOST CONVENIENT
BANK" by virtue of BankAtlantic's use of the slogan "FLORIDA'S MOST CONVENIENT
BANK." Commerce recently filed a motion for leave to file an amended complaint,
which seeks to assert additional claims for trademark infringement based on
Commerce's allegation that BankAtlantic's use of the word "WOW" infringes
trademark rights purportedly owned by Commerce in the phrases "WOW ANSWER
GUIDE," "COMMERCE WOW! ZONE," "COMMERCEWOW!ZONE," and "WOW! THE CUSTOMER."
Management intends to contest the case vigorously.
SMITH & COMPANY, INC., PLAINTIFF VS. LEVITT-ANSCA TOWNE PARTNERSHIP,
BELLAGGIO BY LEVITT HOMES, INC., ET AL., DEFENDANTS/COUNTER-PLAINTIFFS VS. SMITH
& COMPANY, INC. AND THE AMERICAN HOME ASSURANCE COMPANY, FILED IN THE CIRCUIT
COURT OF FLORIDA, PALM BEACH COUNTY, FIFTEENTH CIRCUIT, CASE NO. CL00-12783 AF.
On December 29, 2000, Smith & Company, Inc. ("Smith") filed an action against
Levitt-Ansca Towne Partnership (the "Partnership"), Bellaggio By Levitt Homes,
Inc. ("BLHI"), Bellaggio By Ansca, Inc. a/k/a Bellaggio By Ansca Homes, Inc.,
and Liberty Mutual Insurance Company (collectively "Defendants") seeking damages
and other relief in connection with an August 21, 2000 contract entered into
with the Partnership. BLHI is a 50% partner of the Partnership and is wholly
owned by Levitt and Sons. The Complaint alleged that the Partnership wrongfully
terminated the contract, failed to pay for extra work performed outside the
scope of the contract and breached the contract. The Partnership denied the
claims, asserted defenses and asserted a number of counterclaims. This case was
tried before a jury, and on March 7, 2002, the jury returned a verdict against
the Partnership. On March 11, 2002, the Court entered a final judgment against
the Defendants in the amount of $3.68 million. In addition, under the final
judgment it is likely that Smith and its surety company will be entitled to
recover legal fees and other costs. Since BLHI is a 50% partner of the
Partnership, its share of potential liability under the judgment and for
attorneys' fees which is estimated to be approximately $2.6 million. The
Partnership filed an appeal on December 6, 2002, which it intends to vigorously
pursue.
SCOTT TEICH V. RYAN BECK & CO., INC., CASE NO.
03-80138-CIV-MIDDLEBROOKS/ JOHNSON, UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF FLORIDA, WEST PALM BEACH, DIVISION. On January 30, 2003, a
one-count purported class action complaint was filed in the Circuit Court of the
Fifteenth Judicial Circuit in and for Palm Beach County, Florida (Case No.
CA-1114AF) by a former Gruntal employee seeking a declaratory judgment that Ryan
Beck is liable for all pre-April 26, 2002 claims against Gruntal by former
Gruntal retail customers and retail brokers, whether pending or to be filed in
the future, not expressly assumed by Ryan Beck in its acquisition of certain of
the assets of Gruntal. The complaint does not specify the amount of such claims.
The complaint seeks to impose liability under the theory that either (1) Ryan
Beck engaged in a DE FACTO merger with Gruntal, or (2) Ryan Beck's brokerage
business is a mere continuation of Gruntal's brokerage business, or (3) Ryan
Beck is the beneficiary of a fraudulent transfer. Ryan Beck removed the case to
federal court and subsequently filed a motion to dismiss the complaint on
various grounds.
In April 2002, Ryan Beck acquired certain of the assets and assumed
certain of the liabilities of Gruntal. Ryan Beck has been named as a defendant
in a number of arbitration claims filed by former Gruntal clients whose claims
arose prior to the transaction date. In these actions Ryan Beck is alleged to be
"successor" in interest to Gruntal, which allegations Ryan Beck denies. In some
instances the former Gruntal brokers against whom the claims relate are now
employed by Ryan Beck and in other instances the brokers are not employed by
Ryan Beck. Ryan Beck did not assume any of the liabilities associated with these
actions in the Gruntal transaction. While Ryan Beck does not consider any
individual action to be material, an adverse result in a number of these actions
in the aggregate could adversely affect the Company's financial statements. In
October 2002, Gruntal filed for bankruptcy protection under Chapter 11 of the
Federal Bankruptcy Laws.
The Company and its subsidiaries may be parties to other lawsuits as
plaintiff or defendant involving its securities sales, brokerage and
underwriting, acquisitions, bank operations lending, tax certificates and real
estate development activities. Although the Company believes it has meritorious
defenses in all current legal actions, the outcome of the various legal actions
is uncertain.
25
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
26
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Class A common stock is traded on the New York Stock
Exchange under the symbol "BBX". In August 2000, a corporate transaction was
effected which resulted in the retirement of all publicly held Class B common
stock and the subsequent de-listing of the Class B common stock from the NASDAQ
National Market. Subsequent to this corporate transaction BFC became the sole
holder of the Company's Class B common stock. For additional information about
the corporate transaction see Note 11 of the consolidated financial statements.
On March 18, 2003, there were approximately 1,014 record holders and
53,516,846 shares of the Class A common stock issued and outstanding. In
addition, there were 4,876,124 shares of Class B common stock outstanding at
March 18, 2003.
The following table sets forth, for the periods indicated, the high and
low sale prices of the Class A common stock as reported by the New York Stock
Exchange:
CLASS A COMMON
STOCK PRICE
--------------------------
HIGH LOW
---------- ------------
For the year ended December 31, 2002........ $ 13.01 $ 7.00
Fourth quarter........................... 9.76 7.30
Third quarter............................ 12.15 7.00
Second quarter........................... 13.01 10.05
First quarter............................ 13.00 8.90
------ ---------
For the year ended December 31, 2001........ $ 11.25 $ 3.69
Fourth quarter........................... 10.38 7.68
Third quarter............................ 11.25 8.35
Second quarter........................... 9.00 5.92
First quarter............................ 6.57 3.69
------ ---------
On November 26, 1997, the Company consummated a public offering of $100
million aggregate principal amount of 5 5/8% Convertible Subordinated Debentures
due December 1, 2007 ("the 5 5/8% Debentures"). The 5 5/8% Debentures are
convertible into shares of Class A common stock at an exercise price of $11.25
per share. The Company's 5 5/8% Debentures are quoted on the Nasdaq Small Cap
Market under the symbol "BANCH." On December 31, 2002, $46.0 million aggregate
principal amount of 5 5/8% Debentures were outstanding. See Note 10 to the
consolidated financial statements for additional information concerning the
repurchase of a portion of the 5 5/8% Debentures by the Company.
27
The following table sets forth, for the periods indicated, the high and
low sale prices for the 5 5/8% Debentures as reported by the Nasdaq SmallCap
Market.
HIGH LOW
------ -----
For the year ended December 31, 2002 $ 117.50 $ 93.00
Fourth quarter.......................... 104.25 93.00
Third quarter........................... 108.00 94.00
Second quarter.......................... 117.00 104.37
First quarter 117.50 97.25
---------- ----------
For the year ended December 31, 2001 $ 106.50 $ 67.00
Fourth quarter.......................... 102.50 92.00
Third quarter........................... 106.50 91.00
Second quarter.......................... 94.00 75.00
First quarter 79.50 67.00
See "Regulation and Supervision Limitation on Capital Distributions"
and "Management's Discussion and Analysis - Liquidity and Capital Resources" for
a description of certain limitations on the payment of dividends by our
subsidiaries. Subject to the results of operations and regulatory capital
requirements, the Company has indicated that it will seek to declare regular
quarterly cash dividends on its common stock. The declaration and payment of
dividends will depend upon, among other things, indenture restrictions, loan
covenants, the results of operations, financial condition and cash requirements
of the Company and on the ability of BankAtlantic to pay dividends or otherwise
advance funds to the Company, which payments and distributions are subject to
OTS approval and regulations and based upon BankAtlantic's regulatory capital
levels and net income. In addition, certain covenants contained in a Levitt
Corporation loan agreement prohibit it from paying dividends to the Company.
Ryan Beck has not paid dividends to the Company and it is not anticipated that
Ryan Beck will pay dividends to the Company during 2003.
The cash dividends paid by the Company were as follows:
CASH DIVIDENDS PER CASH DIVIDENDS PER
SHARE OF CLASS B SHARE OF CLASS A
COMMON STOCK COMMON STOCK
--------------------- ----------------------
Fiscal year ended December 31, 2002 $ 0.1200 $ 0.1200
Fourth quarter....................... 0.0310 0.0310
Third quarter........................ 0.0310 0.0310
Second quarter....................... 0.0290 0.0290
First quarter........................ 0.0290 0.0290
--------------------- ----------------------
Fiscal year ended December 31, 2001 $ 0.1100 $ 0.1123
Fourth quarter....................... 0.0290 0.0290
Third quarter........................ 0.0290 0.0290
Second quarter....................... 0.0290 0.0290
First quarter........................ 0.0230 0.0253
--------------------- ----------------------
28
The following table lists all securities authorized for issuance under
the Company's equity compensation plans.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE EQUITY COMPENSATION PLANS
BE ISSUED UPON EXERCISE EXERCISE PRICE OF EXCLUDING OUTSTANDING
PLAN CATEGORY OF OUTSTANDING OPTIONS OUTSTANDING OPTIONS OPTIONS
- ---------------------------------- -------------------------- ---------------------- -----------------------------
Equity compensation plans
approved by security holders 5,702,645 $ 5.44 1,732,025
Equity compensation plans
not approved by security
holders 307,050(1) 6.40 12,000(2)
------------ ------------ ------------
Total 6,009,695 $ 5.49 1,744,025
============ ============ ============
- -------------
(1) During 1999, 575 shares of non-qualifying stock options were granted to all
employees of BankAtlantic except executive officers.
(2) 1,500 shares of restricted stock vest and are issued each year through 2011
under a compensation agreement with an employee.
29
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------------------------
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) 2002 2001 2000 1999 1998
--------- -------- -------- --------- ---------
INCOME STATEMENT
Total interest income $ 309,770 $325,618 $327,891 $ 285,937 $ 254,138
Total interest expense 151,962 187,599 210,012 168,671 151,853
--------- -------- -------- --------- ---------
Net interest income
157,808 138,019 117,879 117,266 102,285
Provision for loan losses 14,077 16,905 29,132 30,658 21,788
Securities activities, net (10,223) 3,597 2,226 1,928 1,207
Other non-interest income 258,541 119,287 126,166 98,141 55,673
Impairment of goodwill -- 6,624 -- -- --
Other non-interest expense 334,480 183,752 177,207 139,779 120,665
--------- -------- -------- --------- ---------
Income before income taxes, discontinued operations,
extraordinary items and cumulative effect of a change
in accounting principle 57,569 53,622 39,932 46,898 16,712
Provision for income taxes 15,876 22,600 15,887 18,106 6,526
--------- -------- -------- --------- ---------
Income from continuing operations
41,693 31,022 24,045 28,792 10,186
Income (loss) from discontinued operations, net of tax -- -- 669 2,077 (18,220)
--------- -------- -------- --------- ---------
Income (loss) before extraordinary items and cumulative
effect of a change in accounting principle 41,693 31,022 24,714 30,869 (8,034)
Extraordinary items, net of tax 23,749 -- -- -- --
Cumulative effect of a change in accounting principle (15,107) 1,138 -- -- --
--------- -------- -------- --------- ---------
Net income (loss)
50,335 32,160 24,714 30,869 (8,034)
Amortization of goodwill, net of tax -- 3,903 3,887 3,893 3,274
--------- -------- -------- --------- ---------
Net Income (loss) adjusted to exclude goodwill amortization $ 50,335 $ 36,063 $ 28,601 $ 34,762 $ (4,760)
--------- -------- -------- --------- ---------
PERFORMANCE RATIOS
Return on average assets(3) 0.77% 0.66% 0.55% 0.72% 0.28%
Return on average equity(3) 9.60 10.19 9.42 11.68 4.39
30
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) 2002 2001 2000 1999 1998
----------- ------------ ----------- ----------- ------------
PER CLASS A COMMON SHARE DATA (4)
Diluted earnings from continuing operations N/A N/A 0.53 0.59 0.25
Diluted earnings (loss) from discontinued operations N/A N/A 0.01 0.03 (0.45)
----------- ------------ ----------- ----------- ------------
Diluted earnings (loss) per share N/A N/A 0.54 0.62 (0.20)
Diluted earnings per share from amortization
of goodwill N/A N/A 0.07 0.07 0.07
Diluted earnings (loss) per share adjusted to
exclude amortization of goodwill N/A N/A $ 0.61 $ 0.69 $ (0.13)
----------- ------------ ----------- ----------- ------------
PER COMMON SHARE DATA (4)
Diluted earnings per share before discontinued
operations, extraordinary items and
cumulative effect of a change
in accounting principle $ 0.67 $ 0.63 N/A N/A N/A
Diluted earnings per share from extraordinary items 0.37 -- N/A N/A N/A
Diluted earnings (loss) per share from cumulative
effect of a change in accounting principle (0.23) 0.02 N/A N/A N/A
----------- ------------ ----------- ----------- ------------
Diluted earnings per share 0.81 0.65 N/A N/A N/A
Diluted earnings per share from amortization
of goodwill -- 0.08 N/A N/A N/A
----------- ------------ ----------- ----------- ------------
Diluted earnings per share adjusted to exclude
goodwill amortization $ 0.81 $ 0.73 N/A N/A N/A
----------- ------------ ----------- ----------- ------------
Cash dividends declared per common
share Class A $ 0.120 $ 0.112 $ 0.101 $ 0.970 $ 0.094
Cash dividends declared per common
share Class B 0.120 0.110 0.092 0.088 0.085
Book value per share 8.05 7.50 6.80 5.53 5.63
Tangible book value per share 6.46 6.82 5.44 4.27 4.33
BALANCE SHEET (AT YEAR END)
Loans and leases, net (1) $ 3,372,630 $ 2,774,238 $ 2,853,804 $ 2,689,708 $ 2,635,369
Securities 1,106,552 1,340,881 1,266,186 954,932 679,336
Total assets 5,421,011 4,654,486 4,617,300 4,159,901 3,788,975
Deposits 2,920,555 2,276,567 2,234,485 2,027,892 1,925,772
Securities sold under agreements to
repurchase and other
short-term borrowings 116,279 467,070 669,202 429,123 180,593
Other borrowings (2) 1,671,361 1,312,208 1,337,909 1,401,709 1,296,436
Stockholders' equity 469,334 435,673 248,821 235,886 240,440
ASSET QUALITY RATIOS
Non-performing assets, net of reserves,
as a percent of total loans, tax
certificates and real estate owned 0.79% 1.11% 0.89% 1.40% 1.15%
Loan loss allowance as a percent of
non-performing loans 253.84 119.67 248.35 136.17 157.97
Loan loss allowance as a percent of total loans 1.40 1.58 1.62 1.63 1.42
CAPITAL RATIOS FOR BANKATLANTIC:
Total risk-based capital 11.89% 12.90% 11.00% 13.30% 13.92%
Tier I risk-based capital 10.01 11.65 9.74 12.04 12.67
Leverage 7.26 8.02 6.66 7.71 8.48
(1) Includes $0, $5.0 thousand, $1.3 million, $13.6 million and $9.7 million
of banker's acceptances in 2002, 2001, 2000, 1999 and 1998.
(2) Other borrowings consist of FHLB advances, subordinated debentures, notes
and bonds payable and guaranteed preferred beneficial interests in
Company's junior subordinated debentures.
(3) Restated for continuing operations.
(4) In periods prior to December 31, 2001, our capital structure included a
dividend premium for our Class A common shareholders. As a consequence of
the dividend structure, we used the two-class method to calculate our
earnings per share. During the 2001 second quarter, our shareholders
voted to equalize the dividend payable on the Class A and Class B common
stock. As a result, as of January 1, 2001 we no longer use the two-class
method to calculate our earnings per share.
31
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
FOR THE YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE SAME 2001 PERIOD:
CONSOLIDATED RESULTS OF OPERATIONS
Income before extraordinary item and cumulative effect of a change in
accounting principle increased by 34% from 2001. The increased earnings
primarily resulted from significant improvements in net interest income, a
substantial increase in service charges on deposits, as well as higher earnings
associated with our real estate subsidiary, Levitt Corporation ("Levitt"). The
above improvements in earnings were partially offset by impairment charges
related to equity investments and expenses associated with our acquisition of
Community Savings and the Gruntal transaction. Furthermore, the 2001 earnings
were adversely affected by a goodwill impairment charge associated with our
leasing subsidiary, Leasing Technology, Inc. ("LTI") and the amortization of
goodwill. The Company discontinued the amortization of goodwill upon the
adoption of a new accounting standard as of January 1, 2002. Excluding goodwill
amortization during 2001, income before extraordinary item and cumulative effect
of a change in accounting principle increased by 19% from 2001.
Net interest income increased by 14% from 2001. The improvement in net
interest income primarily resulted from earning asset growth associated with the
Community acquisition and the origination and purchase of real estate loans. The
higher interest income associated with asset growth was partially offset by a
decline in the net interest margin. The net interest margin was negatively
impacted by a substantial increase in non-earning assets due to the Community
acquisition and the Gruntal transaction.
The provision for loan losses declined by 17% from 2001. The decrease
reflects a change in our loan mix. Currently, the loan portfolio is
predominately collateralized by real estate loans. Real estate loans have lower
historical loss experiences than the loan products emphasized in prior periods.
Additionally, in prior periods, we discontinued the origination of loan products
which had experienced adverse delinquency trends. Discontinued loan products
included indirect consumer loans, syndication commercial business loans and
lease financings. Additionally, we completely overhauled the small business loan
underwriting process. These four categories had given rise to over 84% of net
charge-offs from December 31, 1998 to December 31, 2002.
Gains on securities transactions increased by 20% from 2001. Securities
transaction gains during 2002 primarily resulted from sales of mortgage-backed
securities and the sale of equity securities. The mortgage-backed securities
were sold in response to the significant decline in interest rates. The equity
securities were sold in response to deteriorating conditions in the equity
markets. Securities transaction gains during 2001 also resulted from the sales
of equity securities and mortgage-backed securities.
During 2002, the Company recognized an other-than-temporary impairment
of $15 million associated with an equity investment in a private company held
directly by BankAtlantic Bancorp. The remaining 2002 impairment of securities
was associated with marketable equity securities held at the parent company
level. The impairment of securities during 2001 was also associated with
declines in the value of equity securities held at the parent company level.
Other non-interest income increased by 117% from 2001. The increase
primarily resulted from substantial increases in income from our investment
banking and real estate subsidiaries as well as a significant increase in
service charges on deposits. The substantial increase in investment banking
income resulted from the Gruntal transaction which added approximately 500
financial consultants to Ryan Beck's approximately 100 consultants. The
increases in revenues from real estate operations were primarily attributable to
an increase in commercial land sales and residential lot sales associated with
growth in the residential home sales market during 2002. The significant
increase in service charges on deposits primarily resulted from an increase in
checking accounts attributed to our new checking products and our seven-day
branch banking initiative.
Non-interest expense increased by 76% from 2001. The increase primarily
resulted from higher non-interest expenses associated with the Gruntal
transaction, the Community acquisition, implementation of seven-day banking and
growth in our real estate operations. Ryan Beck's non-interest expense increased
from $48.2 million during 2001 to $168.0 million during 2002 primarily as a
result of the Gruntal transaction. Bank operations non-interest expense
increased from $103.4 million to $134.4 million primarily relating to the
Community acquisition and the seven-day banking initiative. Real estate
non-interest expense increased from $26.8 million to $30.5 million due to the
development of various new projects. The increase in real estate non-interest
expense was partially offset by a $2.6 million litigation accrual during 2001
32
associated with an adverse jury verdict entered against a partnership in which a
subsidiary of Levitt is a 50% partner. Additionally, the increase in
non-interest expenses was partially offset by a $6.6 million goodwill impairment
charge associated with discontinuation of our leasing operations and the
amortization of $4.1 million of goodwill during 2001. Due to a change in
accounting principle, we ceased the amortization of goodwill on January 1, 2002.
The provision for income taxes decreased by 30% from 2001. The decrease
primarily resulted from a reduction in the deferred tax valuation allowance due
to the utilization of tax benefits from real estate sales at Levitt and a
substantial increase in tax exempt income associated with the acquisition of
GMS. Additionally, we acquired, as part of the Community transaction, low-income
housing tax credit investments, which further reduced our tax liability during
2002.
We recognized an extraordinary gain associated with the Gruntal
transaction. During 2002, the extraordinary gain was recognized because the fair
value of the assets acquired, after reducing the carrying value of non-financial
assets to zero, exceeded the cost of the transaction by $23.7 million, net of
income taxes of $2.8 million. The Company did not establish a deferred tax
liability for the extraordinary gain associated with the GMS membership interest
acquisition because the Company acquired the membership interest in GMS instead
of the net assets.
Upon the implementation of FASB Statement 142, we performed the
required goodwill impairment test as of January 1, 2002 and concluded that the
goodwill assigned to the Ryan Beck reportable segment was impaired. As a
consequence, the Company recorded a $15.1 million impairment loss (net of tax)
effective as of January 1, 2002 as a cumulative effect of a change in accounting
principle.
During the year ended December 31, 2001 we recorded $1.1 million (net
of tax) of income related to the cumulative effect of a change in accounting
principle associated with the implementation of Financial Accounting Standards
Board Statement Number 133, "Accounting for Derivative Instruments and Hedging
Activities".
FOR THE YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE SAME 2000 PERIOD:
CONSOLIDATED RESULTS OF OPERATIONS
Income before discontinued operations, extraordinary item and
cumulative effect of a change in accounting principle increased by 29% from
2000. The increased earnings primarily resulted from significant improvements in
net interest income and the provision for loan losses as well as higher earnings
associated with our real estate subsidiary, Levitt. The above improvements in
earnings were partially offset by a goodwill impairment charge related to our
leasing subsidiary, LTI, lower earnings linked to our investment banking
subsidiary, Ryan Beck, and higher compensation, data processing and consulting
expenses associated with our banking operations.
Net interest income increased by 17% from 2000. The improvement in net
interest income primarily resulted from the rapid decline in interest rates
during the year ended December 31, 2001, as interest-bearing liabilities
re-priced more rapidly than interest earnings assets. Net interest income also
improved due to interest earning asset growth.
The provision for loan losses declined by 42% from 2000. The decrease
reflects decisions made in prior periods to strengthen our underwriting process
and to discontinue loan products which had experienced adverse delinquency
trends.
Gains on securities transactions increased by 149% from 2000.
Securities transaction gains during 2001 primarily resulted from the sales of
equity securities and mortgage-backed securities. Securities transaction gains
during 2000 were primarily related to sales of equity securities and unrealized
gains on forward contracts.
The impairment of securities during 2001 and 2000 was associated with
equity securities at the parent level.
During 2001, we redeemed our subordinated investment notes and
recognized a $389,000 loss. During 2000, we repurchased $53.8 million aggregate
principal amount of our 5-5/8% debentures and recognized a $12.2 million gain.
Other non-interest income increased by 4% from 2000. The increase
largely related to gains on real estate sales associated with the construction
and development activities of Levitt, sales of assets and higher deposit service
charges. These gains were partially offset by lower investment banking revenues.
The improved sales at Levitt resulted from higher revenues from land sales to
developers and a 42% growth in home sales to individuals during the year ended
December 31, 2001. Investment banking revenues declined by 22% due to a
substantial reduction in underwriting and consulting fees as well as lower
commissions from equity and mutual fund sales.
33
Non-interest expense increased by 7% from 2000. The increase primarily
resulted from a $6.6 million goodwill impairment charge, a $2.6 million
litigation accrual and higher compensation expense. The higher compensation
expense was due to increased real estate development activities at Levitt and
higher salaries, employee benefits and compensation expenses associated with
banking operations. The litigation accrual related to an unfavorable jury
verdict against a partnership in which a subsidiary of Levitt is a 50% partner.
The higher compensation expense was partially offset by lower restructuring
charges and impairment write-downs. The restructuring charges and impairment
write-downs were associated with a decision to exit in-store branches during the
year ended December 31, 2001 and the restructuring charges and impairment
write-downs during the same 2000 period were associated with a strategic
decision to terminate our ATM relationships with certain retailers.
RESULTS OF OPERATIONS BY SEGMENT
Management evaluates our results of operations through six reportable
segments. Bank Investments, Commercial Banking, and Community Banking are our
Bank Operation segments, which are conducted through BankAtlantic. The remaining
reportable segments consist of the activities of Levitt Corporation and its
subsidiaries, Ryan Beck & Co., Inc. and its subsidiaries and the parent company.
The parent company includes the operations of BankAtlantic Bancorp as well as
acquisition-related expenses such as goodwill amortization and retention pool
compensation expense related to the acquisition of Ryan Beck in 1998.
For a reconciliation of the results of operations of our reportable
segments to our consolidated statement of operations, see Item 8 Note 23 to our
consolidated financial statements included herein.
OUTLOOK FOR BANKING OPERATIONS
We are encouraged by the progress in our banking operations as we
implemented our seven-day banking initiative and are pleased by our growth in
real estate lending. Certain current and possible future trends in our business
may impact our profitability during 2003, as follows:
We expect our net interest income to remain at 2002 levels during 2003.
We anticipate real estate loan growth to continue; however, the improved net
interest income from loan growth may be offset to the extent that our net
interest margin narrows during 2003. Our net interest margin was negatively
impacted by lower interest rates and prepayments during 2002, and we expect that
this will continue during the next several quarters and subside later in 2003.
We do not expect the margins to improve until early 2004.
Despite our loan growth over the past three years based on current
market fluctuations, we anticipate that our provision for loan losses will
generally remain at 2002 levels as a result of our underwriting and credit
management policies and procedures that we implemented beginning in 2000.
Our non-interest income improved substantially during 2002, resulting
from the fees associated with deposit accounts acquired in connection with the
Community acquisition as well as fees associated with opening over 62,000
deposit accounts since the commencement of our seven-day banking initiative
during the fourth quarter of 2001. We believe that we will continue to
experience an increase in non-interest income during 2003 with the planned
expansion and renovation of our branch network.
Our non-interest expenses significantly increased during 2002 due to
the costs linked to seven-day branch banking and a larger branch network
associated with the Community acquisition. We believe that our expenses will
continue to increase during 2003 related to compensation, occupancy and
advertising costs necessary for our branch expansion and renovation plan and our
continued promotion of the seven-day banking initiative. We believe that the
potential future contribution to our profitability from our branch network
expansion and deposit strategies will justify the near-term costs.
34
BANK OPERATIONS RESULT OF OPERATIONS
NET INTEREST INCOME
The following table summarizes bank operations net interest income:
FOR THE YEARS ENDED
---------------------------------------------------------------------------------------------
DECEMBER 31, 2002 DECEMBER 31, 2001 DECEMBER 31, 2000
------------------------------ ---------------------------- -----------------------------
(DOLLARS IN THOUSANDS) AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
INTEREST EARNING ASSETS
Loans: (a)
Residential real estate $1,429,022 88,808 6.21% $1,327,455 $ 94,199 7.10% $1,372,398 $100,178 7.30%
Commercial real estate 1,500,744 96,836 6.45 1,112,02 95,114 8.55 875,353 85,872 9.81
Consumer 253,044 14,165 5.60 211,939 17,296 8.16 226,922 21,809 9.61
International 664 44 6.63 33,639 2,569 7.64 62,406 4,944 7.92
Lease financing 43,496 5,307 12.20 70,113 8,835 12.60 58,312 8,260 14.17
Commercial business 99,188 5,891 5.94 153,492 11,913 7.76 180,713 17,120 9.47
Small business 146,468 11,565 7.90 98,405 9,811 9.97 102,521 11,461 11.18
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total loans 3,472,626 222,616 6.41 3,007,069 239,737 7.97 2,878,625 249,644 8.67
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Securities available for
sale (b) 727,347 42,406 5.83 858,145 52,813 6.15 805,314 50,698 6.30
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Investment securities (c) 452,753 32,013 7.07 389,197 32,161 8.26 306,370 26,511 8.65
Federal funds sold 3,929 57 1.45 564 21 3.72 629 40 6.36
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total investment securities 456,682 32,070 7.02 389,761 32,182 8.26 306,999 26,551 8.65
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total interest earning
assets 4,656,655 297,092 6.38% 4,254,975 324,732 7.63% 3,990,938 326,893 8.19%
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
NON-INTEREST EARNING ASSETS
Total non-interest earning
assets 316,085 164,255 178,487
---------- ---------- ----------
Total assets $4,972,740 $4,419,230 $4,169,425
========== ========== ==========
INTEREST BEARING LIABILITIES
Deposits:
Savings $ 140,961 1,362 0.97% $102,996 $ 1,451 1.41% $ 99,545$ 1,268 1.27%
NOW, money funds and checking 1,078,298 15,338 1.42 757,922 20,241 2.67 692,680 26,156 3.78
Certificate accounts 1,230,013 46,077 3.75 1,182,094 63,976 5.41 1,119,319 64,299 5.74
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total interest-bearing deposits 2,449,272 62,777 2.56 2,043,012 85,668 4.19 1,911,544 91,723 4.80
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Securities sold under agreements
to repurchase and federal funds
purchased 400,376 6,845 1.71 604,311 24,870 4.12 572,007 35,564 6.22
Advances from FHLB 1,198,463 62,412 5.21 1,077,876 60,472 5.61 1,031,255 61,331 5.95
Subordinated debentures and
notes payable 14,805 936 6.32 -- -- -- -- -- --
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total interest bearing
liabilities 4,062,916 132,970 3.27 3,725,199 171,010 4.59 3,514,806 188,618 5.37
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
NON-INTEREST BEARING LIABILITIES
Demand deposit and escrow account 405,599 285,760 268,164
Other liabilities 70,187 55,383 43,724
---------- ---------- ----------
Total non-interest-bearing
liabilities 475,786 341,143 311,888
---------- ---------- ----------
Stockholders' equity 434,038 352,888 342,731
---------- ---------- ----------
Total liabilities and
stockholders' Equity $4,972,740 $4,419,230 $4,169,425
========== ========== ==========
Net interest income/net
interest spread $164,122 3.11% $153,722 3.04% $138,275 2.82%
======== ===== ======== ===== ======== =====
MARGIN
Interest income/interest
earning assets 6.38% 7.63% 8.19%
Interest expense/interest
earning assets 2.86 4.02 4.73
----- ----- -----
Net interest margin 3.52% 3.61% 3.46%
===== ===== =====
35
- ---------------
(a) Includes non-accruing loans.
(b) Average balances were based on amortized cost.
(c) Includes securities purchased under agreements to resell, tax
certificates, mortgage-backed securities held to maturity and
interest-bearing deposits and trading securities.
The following table summarizes the changes in net interest income: (in
thousands)
YEAR ENDED YEAR ENDED
DECEMBER 31, 2002 DECEMBER 31, 2001
COMPARED TO YEAR ENDED COMPARED TO YEAR ENDED
DECEMBER 31, 2001 DECEMBER 31, 2000
-------------------------------------- ---------------------------------------
VOLUME(a) RATE TOTAL VOLUME(a) RATE TOTAL
-------- -------- -------- -------- -------- --------
INCREASE (DECREASE) DUE TO:
Loans $ 29,845 $(46,966) $(17,121) $ 10,240 $(20,147) $ (9,907)
Securities available for sale (7,626) (2,781) (10,407) 3,251 (1,136) 2,115
Investment securities (b) 4,494 (4,642) (148) 6,844 (1,194) 5,650
Federal funds sold 49 (13) 36 (2) (17) (19)
-------- -------- -------- -------- -------- --------
Total earning assets 26,762 (54,402) (27,640) 20,333 (22,494) (2,161)
-------- -------- -------- -------- -------- --------
Deposits:
Savings 367 (456) (89) 49 134 183
NOW, money funds, and checking 4,557 (9,460) (4,903) 1,742 (7,657) (5,915)
Certificate accounts 1,795 (19,694) (17,899) 3,397 (3,720) (323)
-------- -------- -------- -------- -------- --------
Total deposits 6,719 (29,610) (22,891) 5,188 (11,243) (6,055)
-------- -------- -------- -------- -------- --------
Securities sold under agreements to
repurchase (3,487) (14,538) (18,025) 1,329 (12,023) (10,694)
Advances from FHLB 6,280 (4,340) 1,940 2,616 (3,475) (859)
Subordinated debentures 936 -- 936 -- -- --
-------- -------- -------- -------- -------- --------
3,729 (18,878) (15,149) 3,945 (15,498) (11,553)
-------- -------- -------- -------- -------- --------
Total interest-bearing liabilities 10,448 (48,488) (38,040) 9,133 (26,741) (17,608)
-------- -------- -------- -------- -------- --------
Change in net interest income $ 16,314 $ (5,914) $ 10,400 $ 11,200 $ 4,247 $ 15,447
======== ======== ======== ======== ======== ========
- ---------------
(a) Changes attributable to rate/volume have been allocated to volume.
(b) Average balances were based on amortized costs.
FOR THE YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE SAME 2001 PERIOD
Net interest income increased by $10.4 million, or 7%, from 2001. The
improvement reflects earning asset growth associated with the Community
acquisition and the origination and purchase of real estate loans partially
offset by a decline in the net interest margin. The net interest margin was
negatively impacted by a substantial increase in non-earning assets primarily
due to an increase in goodwill and branch-related assets as a result of the
Community acquisition. The unfavorable impact on net interest income of an
increase in non-earning assets was partially offset by a slight improvement in
our net interest spread as interest-bearing liabilities re-priced downward more
rapidly than interest-earning assets.
The growth in earning assets resulted from the addition of $709 million
of earning assets from the Community acquisition, and a significant increase in
fundings of commercial real estate, small business mortgage and home equity
consumer loans. The above increases in earning assets were partially offset by
lower average balances related to several discontinued or curtailed lines of
business, including our lease finance business, indirect consumer loans,
syndication commercial business loans, international loans to correspondent
banks and certain small business loans.
The decline in securities available for sale average balances primarily
resulted from the accelerated repayments and the sale of mortgage-backed
securities. The increase in investment securities average balances reflects
increased tax certificate acquisitions during the period.
The increase in interest-bearing deposits was primarily attributed to
the Community acquisition. The substantial growth in non-interest bearing demand
deposits primarily resulted from our free checking and seven-day branch banking
36
initiative. Average short-term borrowings was substantially lower during 2002.
The decline was linked to an increase in deposits, FHLB advances, and
subordinated debenture average balances. During October 2002, BankAtlantic
issued $22 million of subordinated debentures. The proceeds of the debentures
were used for general corporate purposes.
The net interest spread improved by 7 basis points from 2001. The
improvement primarily resulted from the rates on our interest-bearing
liabilities declining faster than the yields on our earning assets. The
significant decline in the yields on our interest-earning assets and the rate
associated with our interest bearing liabilities was a direct result of the
historically low interest rate environment during 2002. Interest-bearing
liabilities rates declined by 132 basis points while interest earning asset
yields declined by 125 basis points. Contributing to the decline in our deposit
rates was a change in our deposit mix from time deposits to low cost savings,
NOW, money funds and checking accounts ("transaction accounts"). Our average
interest-bearing deposit mix changed from 58% time deposits and 42% transaction
accounts to 50% time deposits and 50% transaction accounts. Contributing to the
decline in average yields on interest-bearing assets was the refinancing of
residential loans and mortgage-backed securities and the subsequent purchases of
replacement assets at lower yields than the existing portfolio. Additionally,
the rapid decline in interest rates caused a downward adjustment of yields on
our floating rate loans and securities.
As a consequence of the growth in average earning assets and
interest-bearing liabilities, interest income increased by $26.8 million and
interest expense increased by $10.4 million. The lower rates paid on average
interest-bearing liabilities decreased interest expense by $48.5 million while
the lower yields on interest-earning assets decreased interest income by $54.4
million.
FOR THE YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE SAME 2000 PERIOD
Net interest income increased by $15.4 million during 2001. The
substantial improvement reflects an increased net interest margin, growth in
average earning assets and an increase in deposit transaction account average
balances.
The net interest spread improved by 22 basis points from 2000. The
improvement primarily resulted from a rapid decline in interest rates during
2001 as interest bearing liabilities re-priced downward faster than
interest-earning assets. Interest-bearing liabilities rates declined by 78 basis
points while interest-earning asset yields declined by 56 basis points. The
decline in deposit average rates primarily resulted from our time deposits
re-pricing at lower interest rates and secondarily from growth in our low cost
transaction accounts. The average balance on transaction accounts increased from
$1,060 million to $1,147 million, an increase of 8%. Market rates on short-term
borrowings were significantly lower during 2001 compared to 2000. The decline in
interest-earning asset yields was due to the refinancing of residential loans
and lower yields earned on floating rate loans and securities.
We achieved growth in all categories of interest-earning assets. Loan
growth was primarily attributable to an increase in commercial real estate and
home equity loans partially offset by declines in our syndication, small
business, international and indirect consumer loan portfolios. The declines in
these portfolios reflected decisions by management in prior periods to cease our
indirect automobile and syndication lending, terminate our lease financing
originations, withdraw from lending to international banks and substantially
reduce our small business loan originations. Growth in our securities available
for sale and investment securities portfolios resulted primarily from the
purchase of adjustable rate mortgage-backed securities. The purchases were made
as part of a portfolio repositioning strategy in reaction to the rapidly
declining interest rates during the year ended December 31, 2001.
During 2001, our average earning assets and average rate paying
liabilities increased compared to 2000. The declining interest rate environment
resulted in decreased yields on earning assets with a corresponding decline in
rates on interest paying liabilities. The lower rates paid on average
interest-bearing liabilities decreased interest expense by $26.7 million while
the lower yields on interest earning assets decreased interest income by $22.5
million. The growth in interest- earning assets increased interest income by
$20.3 million, and higher average interest-bearing liabilities increased
interest expense by $9.1 million.
37
PROVISION FOR LOAN LOSSES
Changes in the allowance for loan losses were as follows (dollars in
thousands):
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
2002 2001 2000 1999 1998
-------- -------- -------- -------- --------
BALANCE, BEGINNING OF PERIOD $ 44,585 $ 47,000 $ 44,450 $ 37,950 $ 28,450
CHARGE-OFFS:
Syndication loans (8,013) (7,235) (3,659) -- --
Commercial business loans -- -- (24) (87) (896)
Commercial real estate loans (6,998) -- -- (211) (562)
Small business (3,655) (4,487) (14,114) (12,531) (2,043)
Lease financing (7,069) (10,340) (3,930) (1,217) (1,233)
Consumer loans - direct (1,006) (2,629) (2,233) (2,443) (1,746)
Consumer loans - indirect (1,095) (2,981) (7,546) (11,052) (9,446)
Residential real estate loans (827) (244) (715) (150) (169)
-------- -------- -------- -------- --------
TOTAL CHARGE-OFFS (28,663) (27,916) (32,221) (27,691) (16,095)
-------- -------- -------- -------- --------
RECOVERIES:
Syndication loans 1,274 -- -- -- --
Commercial business loans 76 331 94 185 489
Commercial real estate loans 20 10 8 205 9
Small business 2,268 2,623 1,240 188 30
Lease financing 3,014 2,388 335 285 229
Consumer loans - direct 477 769 645 739 844
Consumer loans - indirect 1,419 2,252 3,211 1,931 1,449
Residential real estate loans 331 223 106 -- --
-------- -------- -------- -------- --------
TOTAL RECOVERIES 8,879 8,596 5,639 3,533 3,050
-------- -------- -------- -------- --------
NET CHARGE-OFFS (19,784) (19,320) (26,582) (24,150) (13,045)
Provision for loan losses 14,077 16,905 29,132 30,658 21,788
Allowance for loan losses acquired 9,144 -- -- -- 757
-------- -------- -------- -------- --------
BALANCE, END OF PERIOD $ 48,022 $ 44,585 $ 47,000 $ 44,450 $ 37,950
======== ======== ======== ======== ========
The provision for loan losses declined in each of the years in the
three years ended December 31, 2002. During 1999 and 2000, we significantly
increased our provision for loan losses to reflect losses experienced in our
indirect consumer and small business lending activities. During 2001,we
significantly increased the provision associated with losses experienced in our
lease financing and syndication lending activities.
We discontinued the origination of indirect consumer loans in 1998,
discontinued the origination of leases and syndication loans in 2001 and made
major modifications to the underwriting process for small business loans in
2000. As a consequence, the allowance for loan losses and the related provision
for loan losses declined significantly in these lines of business during 2001
and 2002. The net charge-offs from consumer indirect, syndication, lease
financing and small business loans originated before the implementation of new
underwriting standards (collectively, "discontinued lines of business") had
given rise to over 84% of net charge-offs since December 31, 1998. Management
believes that the allowance for loan losses associated with discontinued lines
of business is adequate, and we have a sound basis for estimating losses in the
portfolios at December 31, 2002.
38
The outstanding loan balances related to our discontinued lines of
business and the amount of allowance for loan losses ("ALL") assigned to each
line of business was as follows (in thousands):
AS OF DECEMBER 31,
---------------------------------------------------------------------------------------------
2002 2001 2000
------------------------- -------------------------- ---------------------------
ALLOCATION ALLOCATION ALLOCATION
AMOUNT OF ALL AMOUNT OF ALL AMOUNT OF ALL
------- ---------- -------- ----------- -------- ------------
Lease finance $31,279 $ 7,396 $ 54,969 $ 8,639 $ 75,918 $ 2,879
Syndication loans 14,499 294 40,774 8,602 80,016 8,480
Small business(1) 17,297 2,143 32,123 4,105 66,989 9,965
Consumer - indirect 8,105 457 25,400 1,247 62,475 5,388
------- -------- -------- -------- -------- -------
$71,180 $ 10,290 $153,266 $ 22,593 $285,398 $26,712
======= ======== ======== ======== ======== =======
- ---------------
(1) Small business loans originated before January 1, 2001.
In 2001 and 2000, the provision for loan losses reflected an increase
in our reserves for loans to borrowers in the aviation and hospitality
industries. These industries were adversely affected by the September 11
terrorist attacks and a subsequent decline in tourism. As a consequence, we
evaluated our loans to the hospitality industry and increased our allowance for
loan losses by $2.1 million in 2001 and $1.1 million in 2002. Additionally, a
significant portion of our allowance associated with lease financing at December
31, 2002 and 2001 was assigned to leases in the aviation industry, and during
2002, $8.0 million of syndication loan charge-offs were associated with a loan
in the aviation industry.
Included in commercial real estate charge-offs for the year ended
December 31, 2002 was a $3.5 million partial charge-off of a commercial real
estate residential construction loan and a $3.4 million partial charge-off of a
commercial loan collateralized by a hotel. The commercial real estate
residential construction loan was transferred to real estate owned during 2002.
The commercial loan collateralized by a hotel was sold at book value to an
unrelated third party.
We acquired $9.1 million of allowance for loan losses during 2002 in
connection with the Community acquisition.
As a consequence of our loss experience with certain types of loans and
with loans to borrowers in certain industries, we have changed the composition
of our loan portfolio to be predominately collateralized by real estate loans.
These loan types have historically had much lower loss ratios than our
discontinued lines of business. We anticipate that focusing our lending
activities on real estate collateral-based loans will reduce our provision for
loan losses with a corresponding reduction in our allowance for loan losses as a
percentage of total loans.
39
The table below presents the allocation of the allowance for loan and
lease losses by various loan classifications ("ALL by category"), the percent of
allowance to each loan category ("ALL to gross loans in each category") and sets
forth the percentage of loans in each category to gross loans excluding banker's
acceptances ("Loans by category to gross loans"). The allowance shown in the
table should not be interpreted as an indication that charge-offs in future
periods will occur in these amounts or proportions or that the allowance
indicates future charge-off amounts or trends. There is no assurance that the
allowance will be sufficient.
DECEMBER 31, 2002 DECEMBER 31, 2001 DECEMBER 31, 2000
-------------------------------- --------------------------------- ---------------------------------
ALL LOANS ALL LOANS ALL LOANS
TO GROSS BY TO GROSS BY TO GROSS BY
ALL LOANS CATEGORY ALL LOANS CATEGORY ALL LOANS CATEGORY
BY IN EACH TO GROSS BY IN EACH TO GROSS BY IN EACH TO GROSS
(DOLLARS IN THOUSANDS) CATEGORY CATEGORY LOANS CATEGORY CATEGORY LOANS CATEGORY CATEGORY LOANS
-------- -------- -------- -------- -------- ----- -------- -------- ---------
Commercial business $ 1,437 1.75% 2.09% $ 1,563 2.02% 2.38% $ 1,502 1.00% 4.64%
Syndications 294 2.03 0.37 8,602 21.10 1.25 8,480 10.60 2.46
Commercial real estate 21,124 1.07 50.16 13,682 0.83 50.54 10,072 0.77 40.25
Small business 5,006 3.11 4.09 5,178 5.06 3.14 10.750 11.01 3.01
Lease financing 7,396 23.65 0.79 8,639 15.72 1.69 2,879 3.79 2.34
Residential real
estate 2,512 0.18 35.01 1,304 0.12 34.31 1,540 0.12 40.52
Consumer - direct 3,239 1.13 7.28 2,064 1.07 5.91 2,989 1.89 4.86
Consumer - indirect 457 5.64 0.21 1,247 4.91 0.78 5,388 8.62 1.92
Unassigned 6,557 N/A N/A 2,306 N/A N/A 3,400 N/A N/A
------- ------ ------- ------ ------- ------
$48,022 1.22% 100.00% $44,585 1.37% 100.00% $47,000 1.45% 100.00%
======= ====== ======= ====== ======= ======
DECEMBER 31, 1999 DECEMBER 31, 1998
-------------------------------- ---------------------------------
ALL LOANS ALL LOANS
TO GROSS BY TO GROSS BY
ALL LOANS CATEGORY ALL LOANS CATEGORY
BY IN EACH TO GROSS BY IN EACH TO GROSS
CATEGORY CATEGORY LOANS CATEGORY CATEGORY LOANS
--------------------- ---------- --------------------- -----------
Commercial business $ 2,004 1.85% 3.60% $ 2,749 2.31% 4.14%
Syndications 2,651 2.01 4.41 -- -- 0.00
Commercial real estate 8,118 0.86 31.44 9,411 1.20 27.21
Small business 13,278 11.48 3.84 4,831 4.07 4.14
Lease financing 2,131 4.91 1.45 1,320 5.27 0.87
Residential real
estate 1,912 0.14 47.00 1,804 0.12 52.43
Consumer - direct 2,294 1.89 4.05 1,652 1.63 3.53
Consumer - indirect 7,758 6.18 4.21 10,409 4.72 7.68
Unassigned 4,304 N/A N/A 5,774 N/A N/A
------- ------ ------- ------
$44,450 1.48% 100.00% $37,950 1.32% 100.00%
======= ====== ======= ======
The assigned portion of the allowance for loan and lease losses
primarily relates to our commercial real estate and lease financing lines of
business. The allowance assigned to our discontinued lines of business
significantly declined as shown on the above table. The decrease was primarily
due to declining portfolio balances partially offset by additional allowances
allocated to aviation leases. The $8.6 million allowance assigned to syndication
loans in 2001 primarily related to one loan mentioned above that was settled for
book value. The increase in the allowance for commercial real estate loans from
$8.1 million at December 31, 1999 to $21.1 million at December 31, 2002
primarily resulted from portfolio growth associated with high balance loans and
additional reserves associated with loans to the hospitality industry. At
December 31, 2002, our commercial real estate portfolio included large lending
relationships, including 18 relationships with unaffiliated borrowers involving
individual lending commitments in excess of $30 million with an aggregate
outstanding balance of $472.1 million.
40
The unassigned portion of the allowance for loan losses addresses
certain industry and geographic concentrations, including economic conditions,
in an attempt to address the imprecision inherent in the estimation of the
assigned allowance for loan losses. The unassigned portion of the allowance for
loan losses increased by $4.3 million from 2001. In prior periods, we
established an unassigned allowance based on our view of near term economic
conditions and their potential effect upon loan losses within select segments of
the loan portfolio. At December 31, 2002, management included the entire loan
portfolio in its analysis due to current uncertainty surrounding economic
conditions and a higher concentration of lending in new geographical areas in
Florida. The uncertain economic conditions related to a decline in the tourism
industry, a slump in the luxury residential housing market and a significant
decline in consumer confidence at period end. The tourism industry is the
largest industry in Florida. Additionally, we expanded the geographical area in
which we originate commercial real estate loans by hiring lending personnel and
originating loans in central and northern Florida beginning in 2000.
41
NON-PERFORMING ASSETS AND POTENTIAL PROBLEM LOANS
DECEMBER 31,
----------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
NONPERFORMING ASSETS
NON-ACCRUAL
Tax certificates $ 1,419 $ 1,727 $ 2,491 $ 2,258 $ 765
Residential 12,773 9,203 11,229 15,214 6,956
Syndication -- 10,700 -- -- --
Commercial real estate and business 1,474 13,066 1,705 6,097 11,463
Small business - real estate 239 905 2,532 4,427 1,703
Lease financing 3,900 2,585 1,515 1,201 893
Consumer 532 796 1,944 5,705 3,008
----------- ----------- ----------- ----------- -----------
20,337 38,982 21,416 34,902 24,788
REPOSSESSED (1)
Residential real estate owned 1,304 2,033 2,562 1,929 2,169
Commercial real estate owned 8,303 1,871 1,937 2,022 3,334
Consumer 4 17 95 867 1,572
Lease financing -- -- 1,647 386 324
----------- ----------- ----------- ----------- -----------
9,611 3,921 6,241 5,204 7,399
----------- ----------- ----------- ----------- -----------
TOTAL NON-PERFORMING ASSETS 29,948 42,903 27,657 40,106 32,187
Specific valuation allowances (1,386) (9,936) (819) (350) (659)
----------- ----------- ----------- ----------- -----------
TOTAL NON-PERFORMING ASSETS, NET $ 28,562 $ 32,967 $ 26,838 $ 39,756 $ 31,528
=========== =========== =========== =========== ===========
Total non-performing assets as a percentage of:
Total assets 0.55 0.92 0.60 0.96 0.85
=========== =========== =========== =========== ===========
Loans, tax certificates and net real estate owned 0.83 1.45 0.91 1.42 1.18
=========== =========== =========== =========== ===========
TOTAL ASSETS $ 5,421,011 $ 4,654,486 $ 4,617,300 $ 4,159,901 $ 3,788,975
=========== =========== =========== =========== ===========
TOTAL LOANS, TAX CERTIFICATES AND NET
REAL ESTATE OWNED $ 3,626,210 $ 2,968,341 $ 3,029,592 $ 2,831,189 $ 2,729,738
=========== =========== =========== =========== ===========
Allowance for loan losses $ 48,022 $ 44,585 $ 47,000 $ 44,450 $ 37,950
=========== =========== =========== =========== ===========
Total tax certificates $ 195,947 $ 145,598 $ 124,289 $ 93,080 $ 50,916
=========== =========== =========== =========== ===========
Allowance for tax certificate losses $ 1,873 $ 1,521 $ 1,937 $ 1,504 $ 1,020
=========== =========== =========== =========== ===========
OTHER POTENTIAL PROBLEM LOANS
CONTRACTUALLY PAST DUE 90
DAYS OR MORE
Small business $ -- $ -- $ -- $ -- $ 349
Commercial real estate and business (2) 100 -- 7,086 410 2,833
----------- ----------- ----------- ----------- -----------
100 -- 7,086 410 3,182
PERFORMING IMPAIRED LOANS, NET OF
SPECIFIC ALLOWANCES
Corporate syndication loans -- -- 15,001 -- --
RESTRUCTURED LOANS
Commercial loans and leases 1,882 743 -- -- 7
DELINQUENT RESIDENTIAL LOANS PURCHASED 1,464 1,705 5,389 10,447 --
----------- ----------- ----------- ----------- -----------
TOTAL POTENTIAL PROBLEM LOANS $ 3,446 $ 2,448 $ 27,476 $ 10,857 $ 3,189
=========== =========== =========== =========== ===========
- -----------
(1) Amounts are net of specific allowances for real estate owned.
(2) The majority of these loans have matured and the borrower continues to make
payments under the matured loan agreement. The 2000 amount represents one
loan that was repaid during February 2001.
42
Non-performing assets, net of reserves decreased by $4.4 million to
$28.6 million at December 31, 2002 compared to $33.0 million at December 31,
2001. Non-accrual assets decreased by $18.6 million and repossessed assets
increased by $5.7 million. The decrease in non-accrual assets primarily resulted
from a $13.7 million commercial construction loan that was partially charged-off
and transferred to real estate owned. This loan was on non-accrual at December
31, 2001 with a balance of $12.3 million. Additionally, the non-accrual
syndication loan of $10.7 million at December 31, 2001 was charged down by $8.0
million and ultimately settled at book value. In 2001, we had established
specific valuation allowances totaling $9.8 million on these loans. Offsetting
the decrease in non-accrual assets was higher non-performing lease financing
associated with one lessee in the aviation industry and an increase in
non-performing residential loans.
Included in repossessed assets was the foreclosed construction loan
referred to above. The property was subsequently written down by $1.5 million
and had a book value of $7.3 million at December 31, 2002.
Potential problem assets were $3.4 million at December 31, 2002 compared
to $2.4 million at December 31, 2001. The increase in restructured business
loans was the result of renegotiation of an aircraft lease with an outstanding
balance of $1.4 million.
NON-INTEREST INCOME
FOR THE YEARS ENDED
BANKING OPERATIONS ENDED DECEMBER 31, CHANGE CHANGE
------------------------------ 2002 VS 2001 VS
(IN THOUSANDS) 2002 2001 2000 2001 2000
------- ------- -------- -------- -------
Other service charges and fees $14,087 $14,731 $ 15,025 $ (644) $ (294)
Service charges on deposits 26,479 16,372 13,666 10,107 2,706
Income from real estate joint venture 1,310 -- -- 1,310 --
Gains (losses) on sales of loans 1,840 60 (528) 1,780 588
Gains on securities available for sale 4,741 468 720 4,273 (252)
Other 4,860 5,826 5,016 (966) 810
------- ------- -------- -------- -------
Non-interest income $53,317 $37,457 $ 33,899 $ 15,860 $ 3,558
======= ======= ======== ======== =======
The decline in other service charges and fees during 2002 resulted from
a 18% decrease in ATM fee income and a decline in late fee income. The decline
in ATM fee income resulted from the removal of our ATM machines from retail
outlets, gas stations and convenience stores. The decline in late fee income was
attributed to lower collections of late fees assessed in our consumer and
leasing portfolios in proportion to declines in outstanding balances resulting
from discontinued products. The above declines in fee income were partially
offset by higher fees earned on check card, and other loan income associated
with commercial loan prepayment penalties. Check card fees increased by 119%,
and the increase in these fees was linked to a significant increase in
transaction accounts associated with our new checking account products and our
seven-day banking initiative. Other loan income increased by 32% and is due to
higher commercial loan prepayment penalties assessed to borrowers refinancing
commercial loans in response to historically low interest rates during 2002.
The decline in other service charges and fees during 2001 primarily
resulted from termination of our ATM relationship with retail outlets. Other
service charges and fee for loans remained at 2000 amounts.
Service charges on deposits increased by 62% during 2002. The increase
in service charges primarily resulted from overdraft fees from transaction
accounts and from higher fees associated with analysis charges linked to
commercial business accounts. The above increases were partially offset by lower
monthly checking account fee income. Overdraft fee income increased by 116% as a
result of a substantial increase in checking accounts attributed to free
checking products and our seven-day branch banking initiative. Since the
inception of the new checking products, we have opened approximately 62,000
accounts with total deposit balances of $184.4 million. Additionally, the
significant growth in our commercial loan portfolio, as well as the rapid
decline in interest rates, resulted in an increase of our income from analysis
charges by 33%. Monthly checking account fee income declined by 17% as we
discontinued the promotion of fee-based products, and new and existing customers
are migrating to new "free" checking products.
The significant increase in service charges on deposits during 2001
compared to 2000 was primarily associated with higher revenues earned on
commercial accounts and the introduction of a new checking deposit product.
43
During 2002, income from joint ventures represented the undistributed
earnings from a 50% owned real estate joint venture acquired in connection with
the Community acquisition. This development of single family homes, condominium
units and duplexes is located on 117 acres of land in Florida.
During 2002, we sold a commercial real estate loan for a $2.1 million
gain. We realized losses on the sale of CRA loans of $220,000 during 2002,
compared to a gain of $60,000 during 2001. The loss on the sale of loans during
2000 resulted from the sale of a problem syndication loan for a $695,000 loss.
We originated CRA loans for resale through September 2002. During September
2002, we discontinued our practice of selling the CRA loans we originated and
transferred $7.3 million of CRA loans from "held for sale" to "portfolio" loans.
We now originate CRA loans designated as portfolio loans and also originate CRA
loans that are pre-sold to correspondents.
Gains on securities activities resulted from the sale of $152 million
of mortgage-backed securities and $9.4 million of corporate bonds for gains as
shown on the above table. The securities were sold to reposition the portfolio
in response to the significant decline in interest rates. During 2001, we sold
$6.7 million of mortgage-backed securities and settled interest rate swap
contracts for gains. During 2000, we sold mortgage-backed securities for a
$400,000 gain and recorded a $300,000 unrealized gain from a forward contract.
The decline in other income during 2002 was primarily due to a $1.6
million gain realized on the sale of in-store branches during 2001, compared to
a $384,000 gain during 2002. The exiting of in-store branches was part of a
bank-wide program to review all lines of business with a view towards improving
overall earnings. We also sold or disposed of branch facilities and equipment
for a $328,000 loss during 2002 compared to a $386,000 gain during 2001.
Additionally, we recognized a $264,000 loss from the sale of residential loan
servicing acquired in connection with the Community acquisition. The above
declines in other income were partially offset by the creation of a branch
brokerage business unit which earned $342,000 in commissions during 2002 and an
increase in customer-related fees such as safe deposit box, wire transfer and
account research fees associated with the Community acquisition. The increase in
other income during 2001 compared to 2000 primarily resulted from the in-store
branch sales and the gain on the disposal of branch facilities discussed above.
NON-INTEREST EXPENSE
FOR THE YEARS ENDED
BANKING OPERATIONS ENDED DECEMBER 31, CHANGE CHANGE
----------------------------------- 2002 VS 2001 VS
(IN THOUSANDS) 2002 2001 2000 2001 2000
-------- -------- ------- ------- -------
Employee compensation and benefits $ 65,130 $ 49,231 $44,956 $15,899 $ 4,275
Occupancy and equipmentc 29,852 25,852 24,236 4,000 1,616
Advertising and promotion 7,470 3,771 4,154 3,699 (383)
Restructuring charges and impairment write-downs 1,007 331 2,656 676 (2,325)
Amortization of intangible assets 1,360 -- -- 1,360 --
Acquisition-related charges and impairments 864 -- -- 864 --
Other 28,725 24,168 23,745 4,557 423
-------- -------- ------- ------- -------
Non-interest expense $134,408 $103,353 $99,747 $31,055 $ 3,606
======== ======== ======= ======= =======
The increase in compensation expenses during 2002 compared to 2001 was
the result of the implementation of seven-day banking on April 1, 2002 and the
addition of 172 employees following the Community acquisition. Total full- time
equivalent employees increased from 873 at December 31, 2001 to 1,244 at
December 31, 2002, an increase of 42%. Additionally, employee benefits
significantly increased from 2001 due to higher health insurance costs and a
reduction in pension income associated with our defined benefit pension plan.
Bonus and incentive compensation rose significantly due to the achievement of
corporate goals.
The increase in compensation expense during 2001 compared to 2000
reflects increased bonuses, health insurance expenses, 401(k) retirement
benefits and a reduction in income associated with our defined benefit pension
plan. The additional 401(k) benefits reflected an increased employer match and
the additional health insurance costs resulted from higher medical costs
generally in our markets.
The increase in occupancy and equipment expenses during 2002 compared
to 2001 reflects $1.9 million of additional depreciation expense of which $1.2
million was associated with a reduction in the estimated life of our on-line
44
banking platform as we upgraded the technology during 2002. The remaining
increase in depreciation expense reflects upgrades in the data processing
infrastructure. Also contributing to the increase in occupancy costs was higher
expenditures for building maintenance, repairs, real estate taxes and security
guard service associated with an expanded branch network as a result of the
Community acquisition and longer branch business hours due to our seven-day
banking initiative. The above increases in occupancy expense were partially
offset by lower rental expenses from our exit of ATM relationships and our exit
from in-store branch banking.
The increase in occupancy and equipment expenses during 2001 compared
to 2000 primarily resulted from higher depreciation expense associated with the
upgrading of our data processing infrastructure as well as our entry into online
banking. The higher depreciation expense was partially offset by lower rental
expenses from our exit of ATM relationships with certain retail outlets and the
sale of twelve in-store branches.
The increase in advertising expense during 2002 compared to 2001
reflected marketing initiatives to promote our new checking products and to
implement our seven-day banking initiative. These promotions included an
expanded direct mailing campaign, a check card rewards program and periodic
customer gifts and events associated with seven-day banking.
During 2001 we incurred advertising expenses primarily related to the
introduction of our no-charge checking accounts and the promotion of our home
equity lines of credit. During 2000, we incurred advertising costs associated
with promotions for new deposit and loan products as well as promotional costs
associated with internet banking.
The restructuring charges and impairment write-downs during 2002 were
the result of a plan to discontinue certain ATM relationships. As a consequence,
an $801,000 restructuring charge and a $206,000 impairment write-down were
realized. These relationships were primarily with convenience stores and gas
stations and did not meet our performance expectations and were unlikely to meet
our future profitability goals. The remaining ATM machines are primarily located
in our branch network, on cruise ships and in other remote locations.
During the fourth quarter of 2000, we made a strategic decision to
terminate our ATM relationships with certain retail outlets, resulting in the
restructuring charge and impairment write-down of $2.6 million. The
restructuring charge was reduced by $219,000 during 2001 to reflect lower ATM
lease termination costs than had been projected. During 2001, upon review of the
performance and anticipated prospects of our in-store branches, management
decided to exit this line of business. This resulted in a $550,000 impairment
write-down of fixed assets of certain in-store branches.
In connection with the acquisition of Community, we acquired a $15.1
million core deposit intangible asset. The core deposits intangible asset is
being amortized over its estimated life of seven years.
Acquisition-related charges and impairments during 2002 include various
data conversion and system integration expenses as well as facilities impairment
write-downs associated with the Community acquisition. As a consequence of the
acquisition, BankAtlantic closed two of its Palm Beach county branches during
the second quarter of 2002.
The increase in other expenses during 2002 compared to 2001 primary
related to REO activities. During 2002, we wrote down REO properties by $1.5
million compared to writedowns of $120,000 during 2001. The majority of the 2002
REO write down was related to a residential construction loan that was
transferred to real estate owned during the second quarter of 2002.
Additionally, REO expenses increased by $700,000 during 2002 due to the
operating costs associated with this REO property. During 2002, we recognized
$120,000 of gains on the sales of REO property compared to net gains of $1.2
million during the 2001 period. The remaining increase in other expenses
resulted from increased check losses and higher operating expenses in connection
with the increased size of BankAtlantic. The additional check losses resulted
from strategies related to our new checking campaign. The above expense
increases were partially offset by lower legal expense, ATM rental and
telecommunication expenses. The increase in other expenses during 2001 compared
to 2000 was primarily due to higher telephone, consulting, professional fees and
operating expenses. The higher operating expenses were associated with upgrading
our call center and technology infrastructure. The above expense increases were
partially offset by a $1.2 million gain on the sale of an REO property.
OUTLOOK FOR LEVITT
At the end of 2002, Levitt and Sons had a delivery backlog of 885 homes
representing $184 million of future sales. The number of backlogged deliveries
is at a five-year high and is equivalent to the number of units sold in the
first 10 months of 2002. The backlog is 22% higher than at year-end 2001, and
the sales prices are 19% higher than the year-end 2001 backlog. While the strong
45
backlog is encouraging for our 2003 results, potential economic trends and
developments could impact our home sales operations. For example, the most
recent U.S. Census Bureau data on new housing starts for both the United States
and the South showed a decline for December 2002 and January 2003. Although
Levitt and Sons' operations were not affected in either of those periods, a
continued negative trend could impact its operations in 2003. Also, the
operations of Levitt and Sons have been favorably affected by gross margins that
are higher than anticipated in the future primarily due to the effects of
purchase accounting associated with the Levitt and Sons acquisition.
Operations at Core Communities remained strong in 2002. Home sales in
St. Lucie West, the master-planned community developed by Core Communities, were
encouraging in 2002; builders within that community sold more than 1,100 homes
during the year. By year-end, St. Lucie West had only 365 acres of remaining
acreage inventory, of which 71 acres is for residential development, 45 acres is
for multifamily development, 175 acres is for commercial development and 75
acres is for industrial development. The Company anticipates sales of the
remaining residential lots in St. Lucie West during the first half of 2003. As
homebuilders develop the residential lots, we expect that demand for commercial
and industrial acreage will increase. This was evidenced during 2002, as we
expect that the construction of Home Depot and the opening of several
restaurants coincided with the rapid pace of home-building. At year-end, Core
Communities had commenced land development in Tradition, Core Communities'
newest master-planned community project in St. Lucie County, Florida. The
development has been conceived as a master-planned community that will
accommodate a variety of residential, retail, commercial, office, hotel,
industrial, institutional and recreational uses similar in nature to St. Lucie
West. Currently, Tradition contains 4,000 acres, and Core Communities
anticipates acquiring an additional 1,800 acres in 2003. Core Communities has
obtained final PUD and PMUD plan approvals relating to the Tradition project
from the St. Lucie County authorities. Several builders have expressed interest
in acquiring land in Tradition, and a grocery store chain expressed an interest
in a long-term lease. Core Communities is in discussion with Florida Atlantic
University in connection with the Company's commitment to donate a school site
and to provide financial assistance in planning and establishing a FAU-chartered
developmental research school in Tradition serving kindergarten through 12th
grades. Notwithstanding the sustained interest and activity at both St. Lucie
West and Tradition, slowing demand in the residential real estate market could
negatively impact the results of Core Communities' operations. In addition, no
party who has expressed an interest in acquiring or developing land in Tradition
is correctly obligated to do so.
LEVITT CORPORATION AND SUBSIDIARIES RESULTS OF OPERATIONS
FOR THE YEAR
ENDED DECEMBER 31, CHANGE CHANGE
------------------------------------- 2002 VS 2001 VS
(IN THOUSANDS) 2002 2001 2000 2001 2000
-------- -------- -------- -------- --------
NET INTEREST INCOME:
Interest on loans and investments $ 1,260 $ 1,989 $ 2,264 $ (729) $ (275)
Interest on notes and bonds payable (8,057) (6,226) (7,967) (1,831) 1,741
Capitalized interest 7,668 6,046 6,652 1,622 (606)
-------- -------- -------- -------- --------
NET INTEREST INCOME 871 1,809 949 (938) 860
-------- -------- -------- -------- --------
NON-INTEREST INCOME:
Net revenues from sales of real estate 48,982 34,187 22,046 14,795 12,141
Income from unconsolidated real estate subsidiary 4,570 -- -- 4,570 --
Other 1,892 2,416 5,914 (524) (3,498)
-------- -------- -------- -------- --------
Non-interest income 55,444 36,603 27,960 18,841 8,643
-------- -------- -------- -------- --------
NON-INTEREST EXPENSE:
Employee compensation and benefits 13,983 9,730 6,846 4,253 2,884
Advertising and promotion 3,156 2,611 2,684 545 (73)
Selling, general and administrative 13,409 14,431 9,216 (1,022) 5,215
-------- -------- -------- -------- --------
Non-interest expense 30,548 26,772 18,746 3,776 8,026
-------- -------- -------- -------- --------
Income before income taxes $ 25,767 $ 11,640 $ 10,163 $ 14,127 $ 1,477
======== ======== ======== ======== ========
FOR THE YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE SAME 2001 PERIOD:
Income before income taxes increased 122%, to $25.8 million for the
year ended December 31, 2002, from $11.6 million for the same 2001 period. This
increase primarily resulted from higher revenues from the sales of real estate
and joint venture activities of $14.8 million and the equity in earnings from
Bluegreen of $4.6 million. These increases in income were partially offset by a
decrease in net interest income of $938,000 and an increase in non-interest
expense of $3.8 million.
46
The decline in net interest income of $938,000 was primarily associated
with a decrease in interest income on loans and investments resulting from lower
average balances and yields. Interest on notes and bonds payable totaled $8.1
million and $6.2 million for the years ended December 31, 2002 and 2001,
respectively. The increase in interest expense was primarily due to increases in
borrowings resulting from several new development projects. This increase in
interest expense was partially offset with a decline in average interest rates
from 7.5% for 2001 to 6.0% for 2002. Capitalized interest totaled $7.7 million
and $6.0 million for 2002 and 2001, respectively. Interest is capitalized at the
effective interest rates paid on borrowings for interest costs incurred on real
estate inventory during the pre-construction and planning stage and the periods
that projects are under development. Capitalization of interest is discontinued
if development ceases at a project. Throughout 2002 and 2001, a larger portion
of total interest incurred was capitalized to real estate inventory. At the time
of home closings and land sales, the capitalized interest is charged to cost of
sales. Net revenues from sales of real estate for the years ended December 31,
2002 and 2001 includes previously capitalized interest of approximately $6.2
million and $4.8 million, respectively.
Net revenues from sales of real estate represented the net profits on
sales of real estate, as well as equity in earnings from real estate joint
ventures activities. During the year ended December 31, 2002, Core Communities'
net gains on land sales were $18.7 million as compared to $11.0 million in 2001.
The increases in sales revenue and gross profit are primarily attributable to an
increase in commercial land sales and residential lot sales in 2002. This is
primarily a result of growth in the residential home sales market. During the
year ended December 31, 2002, net gains from home sales at Levitt and Sons were
$31.1 million as compared to $22.1 million during the same 2001 period. Net
gains from home sales increased due to increased deliveries of homes, as well as
an increase in the average selling price of homes. The increase in deliveries
and average selling price was the result of communities nearing completion and
the introduction of new projects and product lines. During 2002, 740 homes
closed as compared to 597 homes in 2001. The average selling price of homes
during 2002 was approximately $219,000, increasing 12% from $195,000 in 2001.
During the years 2002 and 2001, net revenues from sales of real estate include
equity in earnings from real estate joint ventures of $849,000 and $2.9 million,
respectively. The decrease in equity in earnings from joint ventures primarily
resulted from declines in home deliveries from 282 in 2001 to 140 in 2002
because the joint venture project was nearing sell-out. Also included in net
revenues from sales of real estate during 2002 and 2001 is Levitt Corporation's
holding company amortization for interest previously capitalized of $1.6 million
and $2.3 million, respectively. In 2001, Levitt Corporation sold a marine rental
property for a $680,000 gain.
In April 2002, Levitt Corporation acquired 35% of Bluegreen
Corporation's common stock. The Company separately owns approximately 5% of
Bluegreen Corporation's common stock. Bluegreen Corporation is a developer and
marketer of drive-to vacation interval resorts and planned golf and residential
real estate. Levitt Corporation's investment in Bluegreen Corporation is
accounted for under the equity method. Levitt Corporation's income from
Bluegreen Corporation for the year ended December 31, 2002 was $4.6 million.
Bluegreen's net income from continuing operations for the nine months ended
December 31, 2002 and 2001 was $15.4 million and $10.7 million, respectively.
Bluegreen's net income for the years ended March 31, 2002, 2001 and 2000 was
$11.7 million, $2.7 million and $6.8 million, respectively.
The increase in non-interest expense during 2002 as compared to 2001
resulted from an increase in employee compensation and benefits and advertising.
This increase in non-interest expense was partially offset by a decrease in
selling, general and administrative expense. The increase in employee
compensation and benefits was primarily associated with increases in incentive
accruals and personnel resulting from the addition of several new development
projects in central and southeast Florida. These new projects and an increase in
home deliveries resulted in an increase in selling and general and
administrative expenses, excluding the $2.6 million adverse jury verdict
discussed below.
FOR THE YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE SAME 2000 PERIOD:
Income before income taxes increased 15% to $11.6 million for the year
ended December 31, 2001 from $10.2 million for the same 2000 period. This
increase primarily resulted from higher net revenues from sales of real estate
of $12.1 million and an increase in net interest income of $860,000. These
increases in income were partially offset with a decrease in other income of
$3.5 million and an increase in non-interest expense of $8.0 million.
The increase in net interest income of $860,000 resulted from a
decrease in interest on loans and investments of $275,000 and a decrease in net
interest expense of $1.1 million. Interest expense totaled $6.2 million and $8.0
million for the 2001 period and 2000 period, respectively. The decrease in
interest expense primarily resulted from declines in average interest rates from
9.6% for the 2000 period as compared to 7.5% for the 2001 period. This decrease
was partially offset by an increase in interest associated with higher average
borrowings from $76.5 million for 2000 to $81.2 million for 2001. Interest
capitalized totaled $6.0 million and $6.7 million for the 2001 period and 2000
period, respectively. Throughout 2001 and 2000, a large portion of total
interest incurred was capitalized to real estate inventory. At the time of home
closings the capitalized interest is charged to cost of sales. Net revenues from
47
sales of real estate for the years ended December 31, 2001 and 2000 includes
previously capitalized interest of approximately $4.8 million and $1.8 million,
respectively.
Net gains from sales of real estate were $34.2 million for the year
ended December 31, 2001 compared to $22.0 million for the same period in 2000.
The increase in gains on sales of real estate primarily resulted from increased
gains on land and home sales. Gains on land sales increased from $9.0 million
during the year ended December 31, 2000 to $11.0 million during the same 2001
period. Likewise, gains on home sales increased from $12.3 million during the
year ended December 31, 2000 to $22.1 million during 2001, primarily due to
higher deliveries of homes having a higher average sale price. The gross profit
percentage in house sales increased from 15.1% during the year ended December
31, 2000 to 18.9% during 2001. The increase is attributed to several factors
including new product offered for sale, product mix and lot premiums sold.
During the years 2001 and 2000, net revenues from sales of real estate include
equity in earnings from real estate joint ventures of $2.9 million and $1.1
million, respectively. The increase in equity in earnings from real estate joint
ventures primarily resulted from an increase in gains from home sales. Included
in net revenues from sales of real estate during the 2001 and 2000 periods is
Levitt Corporation's holding company amortization for interest previously
capitalized of $2.3 million and $476,000, respectively.
During the 2000 period, Core Communities received a cash payment of
$8.5 million relating to a receivable from a public municipality providing water
and wastewater services to St. Lucie West, resulting in a $4.3 million gain. The
payment was in full settlement of the receivable pursuant to an agreement dated
December 1991 between Core Communities and the municipality. The 1991 agreement
required the municipality to reimburse Core Communities for its cost of
increasing the service capacity of the utility plant via payment to Core
Communities of the future connection fees generated from such capacity.
The increase in non-interest expense during the 2001 period as compared
to the same 2000 period resulted from an increase in employee compensation and
benefits and selling, general and administrative expenses. The increase in
compensation and benefits was associated with the expansion of Levitt
Corporation's activities. The number of full-time employees increased to 202 at
December 31, 2001 from 170 at December 31, 2000. The expansion also resulted in
higher selling, general and administrative expenses for the 2001 period as
compared to the same 2000 period. Also included in selling, general and
administrative expenses for the 2001 period was a $2.6 million legal accrual
reflecting an adverse verdict in a jury trial against a partnership in which a
subsidiary of Levitt Corporation is a 50% partner. The Complaint alleged that
the partnership wrongfully terminated a contract, failed to pay for extra work
performed outside the scope of the contract and breached the contract. The jury
rendered its verdict on March 7, 2002. The Partnership filed an appeal on
December 6, 2002, which it intends to vigorously pursue.
OUTLOOK FOR RYAN BECK
The Gruntal transaction enabled Ryan Beck to significantly increase its
distribution capabilities and permitted it to function as a full service
regional broker-dealer while still maintaining the expertise of a boutique
investment banking firm.
Based on Ryan Beck's revenue during the latter half of 2002, we expect
that revenue for 2003 will be higher than revenue in 2002. Most of this
improvement should arise as a result of the full year impact of the Gruntal
transaction, which occurred April 26, 2002.
The net increase of approximately 450 financial consultants as a
result of the Gruntal transaction enables the investment banking and trading
lines of business to distribute their product to an increased client base of
over 150,000 active clients. As we continue to assimilate the Gruntal assets and
liabilities into our operations during 2003, we expect to achieve greater
operating efficiency.
However, the addition of branch offices, bringing the firm total to 42,
carries with it increased management demands and operating expenses. Also, along
with the expansion of its revenue-producing areas, its general and
administrative areas have also grown. There is no assurance that Ryan Beck will
be successful in managing the expanded operations resulting from the Gruntal
transaction and Ryan Beck's growth.
48
RYAN BECK RESULTS OF OPERATIONS
FOR THE YEARS
ENDED DECEMBER 31, CHANGE CHANGE
-------------------------------------- 2002 VS 2001 VS
(IN THOUSANDS) 2002 2001 2000 2001 2000
--------- -------- -------- --------- -------
NET INTEREST INCOME:
Interest on trading securities $ 12,935 $ 1,978 $ 2,151 $ 10,957 $ (173)
Interest expense (2,682) (517) (551) (2,165) 34
--------- -------- -------- --------- -------
Net interest income 10,253 1,461 1,600 8,792 (139)
--------- -------- -------- --------- -------
NON-INTEREST INCOME:
Principal transactions, net 66,302 18,930 14,778 47,372 4,152
Investment banking 21,015 12,014 15,387 9,001 (3,373)
Commissions 64,250 12,761 20,936 51,489 (8,175)
Other 4,404 978 1,032 3,426 (54)
--------- -------- -------- --------- -------
Non-interest income 155,971 44,683 52,133 111,288 (7,450)
--------- -------- -------- --------- -------
NON-INTEREST EXPENSE:
Employee compensation and benefits 118,895 33,440 35,289 85,455 (1,849)
Occupancy and equipment 10,056 3,287 3,632 6,769 (345)
Advertising and promotion 3,207 1,515 1,381 1,692 134
Amortization of goodwill -- 440 368 (440) 72
Acquisition-related charges and impairments 4,061 -- -- 4,061 --
Communication 11,314 3,291 3,233 8,023 58
Floor broker and clearing fee 8,519 2,796 3,742 5,723 (946)
Other 11,914 3,401 4,239 8,513 (838)
--------- -------- -------- --------- -------
Non-interest expense 167,966 48,170 51,884 119,796 (3,714)
--------- -------- -------- --------- -------
Income (loss) before income taxes $ (1,742) $ (2,026) $ 1,849 $ 284 $(3,875)
========= ======== ======== ========= =======
FOR THE YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE SAME 2001 PERIOD:
The decreased losses primarily resulted from the Gruntal transaction
which occurred on April 26, 2002. Included in the 2002 loss was $4.1 million of
acquisition-related charges and impairments associated with the Gruntal
transaction. This transaction resulted in significant differences between 2002
and 2001 revenue and expense line items. In addition, this transaction resulted
in the addition of 32 branch offices, 125,000 customer accounts and $14.4
billion in customer assets.
Net interest income increased by 602% from 2001. The improvement in net
interest income primarily resulted from the expansion of municipal bond trading
and the associated spread between the interest on the municipal bonds and the
financing costs incurred. Also included in interest income was Ryan Beck's
participation in interest income associated with approximately $255 million of
customer margin debit balances and fees earned in connection with approximately
$1.5 billion in customer money market account balances. This improvement in net
interest income was partially offset by the interest expense associated with a
$5.0 million subordinated borrowing from the Company, as well as an increased
level of borrowings from Ryan Beck's clearing agent as a result of a higher
volume of trading activity.
Principal transactions revenue increased by 250% from 2001. The
improvement in principal transaction revenue was primarily the result of
additional financial consultants and trading personnel. This increase was offset
by losses on the sales of mutual funds as well as mark to market losses on those
funds, which were associated with a deferred compensation plan acquired in
connection with the Gruntal transaction.
Investment banking revenue increased by 75% from 2001. The improvement
was largely attributable to the increased distribution capabilities discussed
above which allows for an increased participation in underwritings and initial
public offerings.
Commission revenue increased by 403% from 2001. The improvement is
largely due to the additional financial consultants.
49
The increase in employee compensation and benefits of 256% from 2001 is
primarily due to the additional personnel. During the final six months of 2002,
management has pursued the reduction of staff in certain areas leading to a
reduction in total firm headcount of 7% since June 30, 2002.
Occupancy and rent expenses have increased 206% from 2001. This
increase is primarily due to the additional offices.
Advertising and market development expenses have increased 112% from
2001. This increase relates to marketing to a larger geographic region as a
result of additional offices discussed above.
Acquisition-related charges during 2002 included branch closures,
professional fees, and regulatory costs incurred in connection with the Gruntal
transaction.
The increase in communications, floor broker and clearing fees and
other expenses from 2001 relates primarily to increased commission revenue and
principal transactions revenue associated with the additional financial
consultants.
FOR THE YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE SAME 2000 PERIOD:
Income before income taxes declined significantly from 2000. The
significant decline reflects the deteriorating market conditions during 2001,
which substantially reduced trading volume commissions and fees associated with
equity underwritings and advisory services.
Ryan Beck investment banking and commission revenues decreased 22% and
39%, respectively, from 2000. The reduced commission revenues were attributable
to lower investor transaction volume due to a decline in overall financial
market transactions along with decreases in equity and mutual fund fees.
Investment banking revenues were adversely affected by a significant decline in
initial public offering closings during 2001 and a substantial reduction in
equity underwritings and advisory and placement fees. The increase in principal
transaction revenues reflected the addition of a new taxable fixed income group
and the addition of two retail offices. Excluding the additions of the above
line of business and the new retail offices, principal transactions remained at
2000 levels.
The decline in employee compensation and benefits during 2001 compared
to 2000 was primarily due to lower commission expenses associated with a
significant decline in transactional business from levels attained during 2000.
Occupancy and equipment expense decreases primarily resulted from a decline in
depreciation expense. The declines in other expense resulted from lower floor
brokerage and clearing fees attributed to a significant reduction in commission
revenues and a new fee schedule negotiated with the clearing agent during the
third quarter of 2000.
50
PARENT COMPANY RESULTS OF OPERATIONS
FOR THE YEARS
ENDED DECEMBER 31, CHANGE CHANGE
------------------------------------- 2002 VS 2001 VS
(IN THOUSANDS) 2002 2001 2000 2001 2000
-------- -------- -------- -------- --------
NET INTEREST EXPENSE:
Interest and fees on loans and leases $ 1,416 $ 21 $ 412 $ 1,395 $ (391)
Interest on short-term investments 329 208 793 121 (585)
Interest on subordinated debentures, notes payable
and guaranteed preferred interests in the Company's
Junior Subordinated Debentures (17,439) (18,297) (20,588) 858 2,291
-------- -------- -------- -------- --------
NET INTEREST EXPENSE (15,694) (18,068) (19,383) 2,374 1,315
-------- -------- -------- -------- --------
NON-INTEREST INCOME:
(Losses) gains on joint venture activities (14) 1,486 (2,391) (1,500) 3,877
Income from unconsolidated real estate subsidiary 779 -- -- 779 --
(Loss) gain on debt redemption (3,125) (389) 12,228 (2,736) (12,617)
Gains on securities activities 3,837 6,656 2,136 (2,819) 4,520
Impairment of securities (18,801) (3,527) (630) (15,274) (2,897)
-------- -------- -------- -------- --------
Non-interest income (loss) (17,324) 4,226 11,343 (21,550) (7,117)
-------- -------- -------- -------- --------
NON-INTEREST EXPENSE:
Employee compensation and benefits 940 2,049 3,222 (1,109) (1,173)
Impairment of goodwill -- 6,624 -- (6,624) 6,624
Amortization of goodwill -- 3,633 3,713 (3,633) (80)
Other 1,452 765 400 687 365
-------- -------- -------- -------- --------
Non-interest expense 2,392 13,071 7,335 (10,679) 5,736
-------- -------- -------- -------- --------
Loss before income taxes $(35,410) $(26,913) $(15,375) $ (8,497) $(11,538)
======== ======== ======== ======== ========
Interest and fees on loans during 2002 represent interest income
associated with a $5 million loan to Ryan Beck and a $30 million loan to Levitt.
Interest and fees on loans during 2001 and 2000 represent interest income on a
loan to a non-real estate joint venture. The joint venture loan was repaid
during the first quarter of 2001. Interest on investments primarily represented
interest income earned on a repurchase agreement investment with BankAtlantic
during 2002 and 2001. Interest on short-term investments during 2000 also
included interest income associated with an investment in a corporate bond.
The decrease in interest expense on debentures and notes payable for
2002 compared to 2001 resulted from a substantial decrease in average rates. In
part because of the historically low interest rate environment, we issued $180.4
million of trust preferred securities at lower rates than our existing debt. We
used the proceeds from the issuance of the trust preferred securities to redeem
our high cost trust preferred securities and subordinated debentures. As a
result of the above debt restructuring and the significant decline in interest
rates, our average rate on borrowings declined from 8.55% during 2001 to 7.83%
during 2002. The decline in interest expense was partially offset by an increase
in average balances. Parent company average borrowings increased from $214.1
million during 2001 to $222.7 million during 2002.
The decrease in interest expense on debentures and notes payable for
2001 compared to 2000 resulted from the redemption of subordinated investment
notes and convertible debentures during 2001. Parent company borrowings average
balances decreased from $247.2 million during 2000 to $214.1 million during
2001, while average rates on borrowings increased from 8.34% to 8.55% during
2001. In July 2001, we received $53.5 million of net proceeds from an equity
offering. We used a portion of the net proceeds to repay borrowings.
Gains or losses associated with joint venture activities resulted from
the elimination of intercompany interest expense that was capitalized into real
estate inventory on Levitt's books. The deferred credit is subsequently
recognized as a reduction of cost of sales when the real estate is sold.
51
Income from unconsolidated real estate subsidiary represents
BankAtlantic Bancorp's 5% ownership interest in the earnings of Bluegreen
Corporation. In April 2002, Levitt acquired an additional 35% of Bluegreen
Corporation's common stock. See the discussion above concerning the investment
in Bluegreen Corporation by Levitt.
During December 2002, we used the proceeds from the issuance of trust
preferred securities, as mentioned above, to retire $21 million of 9%
subordinated debentures and $74.8 million of 9.5% trust- preferred securities.
We recognized a $3.1 million loss associated with the redemption. During 2001,
we redeemed our subordinated investment notes and recognized a $389,000 loss.
During 2000, we repurchased $53.8 million aggregate principal amount of our
5-5/8% debentures and recognized a $12.2 million gain.
We sold equity securities with a book value of $7.0 million, $3.6
million and $6.2 million during 2002, 2001 and 2000, respectively, for gains
shown on the above table.
We recognized an impairment charge of $18.8 million during 2002 on
equity securities. This resulted from significant declines in their value that
were considered other than temporary due to the financial condition and near
term prospects of the issuers of the equity securities. The majority of the
impairment charge ($15 million) was associated with our investment in Seisint, a
private technology company. The remaining impairment charge during 2002 relates
to marketable equity securities which experienced adverse market conditions
during the period. We also recognized a $3.5 million and $630,000 impairment
charge associated with equity securities during 2001 and 2000, respectively. As
a result of these losses, we revised our policy for holding company equity
investments. Any future equity investments will be limited to liquid securities
and will be subject to significant concentration restrictions. At December 31,
2002, parent company equity investments totaled $4.8 million.
During 2002, 2001 and 2000, we accrued $1.0 million, $2.0 million and
$1.9 million of compensation expense related to the Ryan Beck retention pool
established in connection with the acquisition of Ryan Beck in 1998. The
participants' accounts in the Ryan Beck retention pool vested on June 28, 2002.
During the year ended December 31, 2000, we incurred a one-time charge
to compensation expense of $1.3 million in connection with the redemption and
retirement of all publicly-held outstanding shares of Class B common stock. The
compensation charge resulted from the exercise of options to acquire Class B
common stock prior to the retirement of the publicly held portion of this class
of stock.
The impairment of goodwill in 2001 related to the Company's 1998
acquisition of LTI. We concluded, during the third quarter of 2001, that LTI
would not meet our performance expectations. As a consequence, we closed the
offices of LTI and ceased the origination of leases.
Goodwill amortization during 2001 and 2000 represented the amortization
of goodwill associated with all acquisitions. Upon the implementation of FASB
Statement Number 142 on January 1, 2002, we discontinued the amortization of
goodwill. We will evaluate goodwill for impairment in subsequent periods in
accordance with FASB Statement Number 142.
Other expenses for 2002, 2001 and 2000 primarily consisted of
professional fees. Included in other expenses for 2002 was $410,000 of fees paid
to Ryan Beck in connection with the underwriting of the Company's securities.
Additionally, legal fees increased by $500,000 during 2002 compared to 2001
associated with a lawsuit initiated against the founder of Seisint (see "Related
Party Transactions" for a further discussion.)
52
FINANCIAL CONDITION
We consider the interest rate sensitivity, credit risk, liquidity risk
and equity pricing risk of our assets and liabilities, general economic
conditions and our capital position in managing our financial condition.
Our total assets at December 31, 2002 and 2001 were $5.4 billion and
$4.7 billion, respectively. The increase in total assets primarily resulted
from:
o The acquisition of Community Savings, which added approximately $969
million in assets;
o The Gruntal transaction, which added $165 million in assets which
were primarily securities owned;
o A $60.7 million investment in Bluegreen Corporation, a New York
Stock Exchange listed company which engages in the acquisition,
development, marketing and sale of primarily drive-to vacation
interval resorts, golf communities and residential land;
o The purchase of a $14.3 million office facility to consolidate
BankAtlantic's headquarters and back office operations into a
centralized facility;
o The increase in goodwill and core deposit intangible assets
associated with the Community acquisition, partially offset by the
impairment of goodwill assigned to the Ryan Beck reportable segment;
o Higher cash balances at the Federal Home Loan Bank and increased
short-term investments due to accelerated prepayments of residential
loans and mortgage-backed securities;
o The origination of commercial real estate and home equity loans;
o The larger securities-owned balances primarily associated with
municipal bond inventory of Ryan Beck's subsidiary, GMS;
o Increases in deferred tax assets related to the impairment of
securities and the recording of a minimum pension liability; and
o Higher other assets balance associated with the activities of Ryan
Beck.
The above increases in total assets were partially offset by:
o Decreased balances in securities available for sale resulting from
the sales of mortgage-backed securities as well as accelerated
repayments associated with the historically low interest rate
environment during 2002;
o Continued repayments in the syndications, leasing, international and
indirect lending areas, which were discontinued activities; and
o Reduction in investment securities due to the transfer of $198.7
million of mortgage-backed securities from held to maturity to
available for sale.
The Company's total liabilities at December 31, 2002 were $5.0 billion
compared to $4.2 billion at December 31, 2001. The increase in total liabilities
primarily resulted from:
o The acquisition of Community Savings, which added approximately $798
million in liabilities;
o The Gruntal transaction, which added approximately $134 million in
liabilities;
o The issuance in the aggregate of $180.4 million of trust preferred
securities;
o Higher due to clearing agent liability associated with Ryan Beck
trading activities;
o Additional borrowings from our bank line of credit and at Levitt to
fund real estate purchases and Levitt's investment in Bluegreen; and
o Increased other liabilities resulting from a substantial increase in
Ryan Beck's accrued employee compensation and other accrued expenses
linked to an increase in personnel hired in connection with the
Gruntal transaction.
The above increases in total liabilities were partially offset by:
o Lower short-term borrowings associated with an increase in FHLB
advance obligations and higher deposit balances and
o Redemption of $74.8 million of trust preferred securities and $21
million of subordinated debentures.
Stockholders' equity at December 31, 2002 was $469.3 million compared
to $435.7 million at December 31, 2001. The increase was primarily attributed to
earnings of $50.3 million and the issuance of common stock upon the exercise of
stock options of $1.6 million. Offsetting the above increases were reductions in
stockholders' equity of $11.3 million associated with activity in other
comprehensive income and the payment of $7.0 million in dividends on common
stock. Included in the change in other comprehensive income was a $7.5 million
loss associated with the establishment of a minimum pension liability, a $2.0
million decline in unrealized gains on securities available for sale, a $1.5
53
million unrealized loss on interest rate swap activity and a $448,000 unrealized
loss associated with the activities of Bluegreen Corporation. The minimum
pension liability was established during 2002 as a result of the decline in the
fair value of pension assets below the accumulated benefit obligation of the
plan during 2002.
The regulatory capital ratios of BankAtlantic as well as a description
of the components of risk-based capital and capital adequacy requirements are
included in Note 15 to the consolidated financial statements.
BANK OPERATIONS ASSET AND LIABILITY MANAGEMENT
Our asset liability management is governed by policies that are
reviewed and approved by the Board of Directors. The asset and liability
committee, which is comprised of members of our executive management, meets
quarterly and monitors our market risks to develop risk management strategies
that are in accordance with our policies.
We originate commercial real estate loans, commercial business loans,
small business loans and consumer loans which generally have higher yields and
shorter durations than residential real estate loans. We purchase both fixed and
variable rate residential loans which are retained for portfolio. We also
originate CRA loans for our portfolio and originate CRA loans that are pre-sold
to correspondents. We acquire mortgage-backed securities (including REMIC, both
residential and commercial). We emphasize the origination of low-cost
transaction accounts that are generally less interest rate sensitive than time
deposits. We have introduced a free checking deposit product and have
implemented seven-day branch banking which includes extended lobby hours,
24-hour customer service center and sponsored numerous community events to
promote growth of transaction deposit accounts. We also borrow funds from the
Federal Home Loan Bank and execute reverse repurchase agreements with various
brokers and customers. We also obtain brokered deposits in conjunction with
interest rate swap contracts in order to fund LIBOR-based commercial loans. The
interest rate swap contracts have the effect of converting fixed rate deposits
to LIBOR-based borrowings. We have also entered into variable rate FHLB advances
along with interest rate swap contracts in order to fix the variability of cash
outflows on floating rate advances. We participate in the State of Florida's
public funds program when rates are lower than current certificate rates.
CONSOLIDATED MARKET RISK
Market risk is defined as the risk of loss arising from adverse changes
in market valuations which arise from interest rate risk, foreign currency
exchange rate risk, commodity price risk and equity price risk. Our primary
market risk is interest rate risk and our secondary market risk is equity price
risk.
CONSOLIDATED INTEREST RATE RISK
The majority of our assets and liabilities are monetary in nature
subjecting us to significant interest rate risk which would arise if the
relative values of each of our assets and liabilities change in conjunction with
a general rise or decline in interest rates. We have developed a model using
standard industry software to quantify our interest rate risk. A sensitivity
analysis was performed measuring our potential gains and losses in net portfolio
fair values of interest rate sensitive instruments at December 31, 2002
resulting from a change in interest rates. 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 Interest rate swaps,
o Forward contracts,
o Trust preferred securities, and
o Off-balance sheet loan commitments.
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 and derivatives at market rates to
determine fair values at December 31, 2002,
54
(ii) discounting the above expected cash flows based on instantaneous
and parallel shifts in the yield curve to determine fair values; and
(iii) the difference between the fair value calculated in (i) and (ii)
is the potential gains and losses in net portfolio fair values.
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, management has no basis to determine whether the
fair value presented would be indicative of the value negotiated in an actual
sale. Our 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.
Subordinated debentures, notes and bonds payable and trust preferred
securities were valued for this purpose based on their contractual maturities or
redemption date. The Company'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. Management has
maintained the portfolio within these established tolerances.
Certain assumptions by the Company in assessing the interest rate risk
were utilized in preparing the following 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.
The prepayment assumptions used in the model are:
a) Fixed rate mortgages 46%
b) Fixed rate securities 42%
c) Tax certificates 10%
Deposit runoff assumptions used in the model are as follows:
WITHIN 1-3 3-5 OVER 5
1 YEAR YEARS YEARS YEARS
--------- -------- -------- ---------
Money fund savings accounts decay rates 17% 17% 16% 14%
NOW and savings accounts decay rates 37% 32% 17% 17%
Presented below is an analysis of the Company's interest rate risk at
December 31, 2002. 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 $ 531,932 $ 66,530
+100 bp $ 512,530 $ 47,128
0 $ 465,402 $ 0
-100 bp $ 404,404 $ (60,998)
-200 bp $ 341,066 $ (124,336)
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 our assets and liabilities would perform as indicated
in the table above. In addition, a change in U.S. Treasury rates in the
55
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 results of the calculations in the preceding table are subject
to significant deviations based upon actual future events, including
anticipatory and reactive measures which we may take in the future.
EQUITY PRICE RISK
We also maintain a portfolio of equity securities owned and available
for sale securities which subjects us to equity pricing risks which would arise
as the relative values of our equity securities change in conjunction with
market or economic conditions. The change in fair values of equity securities
represents instantaneous changes in all equity prices segregated by equity
securities owned, securities sold but not yet purchased, and available for sale
securities. The following are hypothetical changes in the fair value of our
securities owned, securities sold but not yet purchased, and available for sale
securities at December 31, 2002 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
PERCENT SECURITIES FOR SALE SOLD NOT
CHANGE IN OWNED SECURITIES YET DOLLAR
FAIR VALUE FAIR VALUE FAIR VALUE PURCHASED CHANGE
- ------------- ------------- ------------- ------------- -----------
(DOLLARS IN THOUSANDS)
20% $ 42,827 $ 1,664 $ (4,429) $ 6,677
10% $ 39,258 $ 1,526 $ (4,060) $ 3,339
0% $ 35,689 $ 1,387 $ (3,691) $ --
(10)% $ 32,120 $ 1,248 $ (3,322) $(3,339)
(20)% $ 28,551 $ 1,110 $ (2,953) $(6,677)
Excluded from the above table was $3.8 million of investments in
private companies for which no current market exists. The ability to realize on
or liquidate these investments will depend on future market conditions and is
subject to significant risk.
Ryan Beck, in its capacity as a market-maker and dealer in corporate
and municipal fixed-income and equity securities, may enter into transactions in
a variety of cash and derivative financial instruments in order to facilitate
customer order flow and to hedge market risk exposures. These financial
instruments include securities sold but not yet purchased and futures contracts.
Securities sold but not yet purchased represent obligations of Ryan Beck to
deliver specified financial instruments at contracted prices, thereby creating a
liability to purchase the financial instrument in the market at prevailing
prices. Accordingly, these transactions result in off-balance-sheet risk as Ryan
Beck's ultimate obligation may exceed the amount recognized in the Consolidated
Statement of Financial Condition. As a securities broker and dealer, Ryan Beck
is engaged in various securities trading and brokerage activities servicing a
diverse group of domestic corporations, governments, institutional, and
individual investors. Ryan Beck has exposure to risk associated with the
nonperformance of these counter parties in fulfilling their contractual
obligations. Ryan Beck is also exposed to risk associated with its securities
owned and GMS's investments in below investment grade securities.
INTEREST RATE SENSITIVITY
The majority of our assets and liabilities are monetary in nature and
subject us to significant risk from changes in interest rates. Changes in
interest rates can impact our net interest income as well as the valuation of
our assets and liabilities, as the relative spreads between our assets and our
liabilities can widen or narrow due to changes in the overall levels of and
changes in market interest rates.
Our profitability is dependent to a large extent on net interest
income. Net interest income is the difference between interest income on
interest-earning assets, such as loans, and interest expense on interest-bearing
liabilities, such as deposits. Changes in market interest rates, changes in the
relationships between short-term and long-term market interest rates, or changes
in the relationships between different interest rate indices can affect the
interest rates charged on interest-earning assets differently than the interest
rates paid on interest-bearing liabilities. This difference could result in an
increase in interest expense relative to interest income. While we have
attempted to structure our asset and liability management strategies to mitigate
the impact on net interest income of changes in market interest rates, we cannot
assure you that we will be successful.
Generally, as interest rates fall, loan prepayments accelerate.
Prepayments in a declining interest rate environment reduce net interest income
and adversely impact earnings due to accelerated amortization of loan premiums
56
and the reinvestment of loan payoffs at lower rates than the loans that have
been repaid. Significant loan prepayments in our purchased residential loan
portfolio in the future could have an adverse effect on future earnings.
BANKATLANTIC BANCORP, INC. LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of liquidity is dividends from
BankAtlantic. The Company also obtains funds through the issuance of equity
securities, sales of securities available for sale, borrowings from financial
institutions and issuance of debt securities. The Company's annual debt service
at December 31, 2002 associated with its subordinated debentures, trust
preferred securities, and financial institution borrowings was $14.1 million.
The Company's estimated current annual dividends to common shareholders are
approximately $7.2 million. The declaration and payment of dividends and the
ability of the Company to meet its debt service obligations will depend upon,
among other things, the results of operations, financial condition and cash
requirements of the Company as well as indenture restrictions and loan covenants
and on the ability of BankAtlantic to pay dividends to the Company, which
payments are subject to OTS approval and regulations and based upon
BankAtlantic's regulatory capital levels and net income. During 2002, the
Company received $22.0 million of dividends from BankAtlantic.
During the year ended December 31, 2002, the Company participated in
seven pooled trust preferred securities offerings in which an aggregate of $125
million of trust preferred securities were issued. The trust preferred
securities pay distributions quarterly at a floating rate equal to 3-month LIBOR
plus a spread and are redeemable five years from their issue date. The net
proceeds to the Company from the trust preferred securities offerings after
placement fees and expenses were approximately $121.1 million. Additionally, in
March 2002, the Company completed an underwritten public offering in which the
Company's wholly-owned statutory trust ("BBC Capital Trust II") issued $55.4
million of trust preferred securities. These trust preferred securities pay
distributions quarterly at an 8.50% fixed rate. The net proceeds to the Company
from the publicly offered trust preferred securities after underwriting
discounts and expenses were approximately $53.3 million. The trust preferred
securities are considered debt for financial accounting and tax purposes.
The Company used the proceeds from the above trust preferred securities
offerings to retire $21 million of 9% subordinated notes and $74.8 million of
9.5% trust preferred securities to fund a portion of BankAtlantic's purchase of
Community Savings, Levitt's investment in Bluegreen Corporation, and Ryan Beck's
acquisition of certain assets and the assumption of certain liabilities of
Gruntal, and for general corporate purposes. While the use of these proceeds to
retire higher cost fixed rate debt significantly reduced our funding costs for
the subsequent fiscal year, the floating rate trust preferred securities
increases the Company's interest rate risk.
The Company maintains a revolving credit facility of $30 million with
an independent financial institution. The credit facility contains customary
covenants, including financial covenants relating to regulatory capital and
maintenance of certain loan loss reserves and is secured by the common stock of
BankAtlantic. The Company has used this credit facility to temporarily fund
acquisitions and asset purchases as well as for general corporate purposes. The
credit facility had an outstanding balance of $16.1 million at December 31,
2002, and we were in compliance with all loan covenants. Amounts outstanding
accrue interest at the prime rate minus 50 basis points and the facility matures
on September 1, 2004.
On November 25, 1997, we issued $100.0 million of 5 5/8% Debentures
maturing on December 1, 2007. The 5 5/8% Debentures are convertible at an
exercise price of $11.25 per share into Class A common stock. The 5 5/8%
Debentures are redeemable at our option, in whole or in part, at fixed
redemption prices. The outstanding balance of our 5 5/8% Debentures at December
31, 2002 was $46.0 million.
On October 1, 2001, BankAtlantic transferred its direct ownership in
Levitt Corporation to the Company. There is no assurance that periodic sales of
properties from real estate investments will be sufficient to fund Levitt's
operating expenses as incurred in future years. To the extent real estate sales
are not adequate to cover Levitt's operating expenses as incurred, it may be
necessary to fund an operating deficit from other sources. While the Company is
not obligated to repay any third party debt of Levitt under any circumstances,
the Company has a significant investment in Levitt, and BankAtlantic has loans
to Levitt and Levitt's joint ventures. Levitt borrowed $15 million from an
unaffiliated financial institution to finance the purchase of Levitt and Sons.
The obligation is secured by the stock of Levitt and Sons and contains covenants
in the loan agreement that prohibit the payment of dividends or other advances
by Levitt to the Company. At December 31, 2002, there was $10.5 million
outstanding on this loan. The loan bears interest at the prime rate plus 50
basis points and matures on September 1, 2005.
Ryan Beck has not paid dividends to the Company and it is not
anticipated that Ryan Beck will pay dividends to the Company in the foreseeable
future.
57
BankAtlantic Bancorp is not currently subject to regulatory capital
requirements, and it is not anticipated that BankAtlantic Bancorp will be
required to meet holding company capital requirements in the foreseeable future.
However, BankAtlantic Bancorp's regulatory capital amounts and ratios calculated
based on methodology used in the Federal Reserve Board's calculation of capital
requirements for bank holding companies are presented in the table below:
ACTUAL
--------------------------
AMOUNT RATIO
--------------------------
(DOLLARS IN THOUSANDS)
AS OF DECEMBER 31, 2002:
Total risk-based capital $ 618,076 15.38%
Tier I risk-based capital $ 487,964 12.14%
Core capital $ 487,964 9.16%
BANKATLANTIC LIQUIDITY AND CAPITAL RESOURCES
BankAtlantic's liquidity will depend on its ability to generate
sufficient cash to meet funding needs to support loan demand, to meet deposit
withdrawals, and to pay operating expenses. BankAtlantic's securities portfolio
provides an internal source of liquidity as a consequence of its short-term
investments as well as scheduled maturities and interest payments. Loan
repayments and sales also provide an internal source of liquidity.
BankAtlantic's primary sources of funds have been deposits, principal
repayments of loans and tax certificates; securities available for sale;
maturities of securities held to maturity; proceeds from the sale of loans and
investment securities; sales of branch facilities, proceeds from securities sold
under agreements to repurchase; advances from FHLB; operations; subordinated
debentures; other borrowings; and capital contributions from the Company. These
funds were primarily utilized to fund loan disbursements and purchases, fund
deposit outflows, repayments of securities sold under agreements to repurchase,
maturities of advances from FHLB, purchases of tax certificates and payments of
maturing certificates of deposit, pay operating expenses, and payment of
dividends to the Company. The FHLB has granted BankAtlantic a $1.4 billion line
of credit subject to available collateral, with a maximum term of ten years
secured by a blanket lien on all of BankAtlantic's residential mortgage loans
and certain commercial real estate loans. BankAtlantic has established lines of
credit for up to $160 million with other banks to purchase federal funds and has
established a $17.1 million potential advance with the Federal Reserve Bank of
Atlanta. BankAtlantic has various relationships to acquire brokered deposits.
These relationships may be utilized as an alternative source of borrowings, if
needed. See Note 8 to the Consolidated Financial Statements for further details
on lines of credit.
In October 2002, BankAtlantic issued $22 million of its floating rate
subordinated debentures due 2012. The subordinated debentures pay interest
quarterly at a floating rate equal to 3-month LIBOR plus 345 basis points and
are redeemable after October 2007 at a redemption price based upon then
prevailing market interest rates. The net proceeds were used by BankAtlantic for
general corporate purposes to support asset growth. The subordinated debentures
were issued by BankAtlantic in a private transaction as part of a larger pooled
securities offering. The debentures currently qualify for inclusion in
BankAtlantic's total risk-based capital.
In connection with the acquisition of Community, BankAtlantic assumed
$15.9 million of mortgage-backed bonds. The bonds have a floating interest rate
and mature in September 2013.
Total commitments to originate and purchase loans and mortgage-backed
securities, excluding the undisbursed portion of loans in process, were
approximately $698.0 million, $268.5 million and $143.8 million at December 31,
2002, 2001 and 2000, respectively. BankAtlantic also entered into a 5-year
forward commitment to purchase the remaining balance of an identified portfolio
of government agency securities in March 2005. The original principal balance of
the portfolio was $225 million, and the outstanding principal balance at
December 31, 2002 was $39.1 million. The portfolio is estimated to paydown to
$4.1 million during the 5-year commitment period. BankAtlantic has historically
funded its commitments out of loan repayments, deposit growth, and short and
intermediate term borrowings. At December 31, 2002, loan commitments were
approximately 20.7% of loans receivable, net.
A significant source of our liquidity is repayments and maturities of
loans and securities. The table below presents the contractual principal
repayments and maturity dates of our loan portfolio and securities available for
sale at December 31, 2002. The total amount of principal repayments on loans and
securities contractually due after December 31, 2003 was $3.8 billion, of which
$640.6 million have fixed interest rates and $3.2 billion have floating or
adjustable interest rates. Actual principal repayments may differ from
information shown below.
58
OUTSTANDING
ON
DECEMBER 31, FOR THE PERIOD ENDING DECEMBER 31, (1)
--------------- ---------------------------------------------------------------------------
(IN THOUSANDS) 2002 2003 2004-2005 2006-2010 2011-2015 2016-2020 >2021
---------- -------- ---------- -------- ---------- ---------- ----------
Commercial real estate $2,072,397 $682,043 $1,004,873 $221,272 $ 92,334 $ 55,882 $ 15,993
Residential real estate 1,378,041 717 1,794 13,363 59,545 253,647 1,048,975
Consumer (2) 294,565 6,352 9,968 13,297 74,220 190,576 152
Commercial business (4) 190,551 127,310 36,918 22,300 4,023 -- --
---------- -------- ---------- -------- -------- -------- ----------
TOTAL LOANS (4) $3,935,554 $816,422 $1,053,553 $270,232 $230,122 $500,105 $1,065,120
========== ======== ========== ======== ======== ======== ==========
TOTAL SECURITIES AVAILABLE FOR
SALE (3) $ 707,858 $ 1,956 $ 575 $ 1,290 $ 12,851 $ 83,854 $ 607,332
========== ======== ========== ======== ======== ======== ==========
- ----------
(1) Does not include deductions for undisbursed portion of loans in process,
deferred loan fees, unearned discounts and allowances for loan losses.
(2) Includes second mortgage loans.
(3) Includes in 2002 marketable equity securities available for sale of $1.4
million and excludes $14.4 million of a held to maturity commercial
mortgage-backed bond which matures in 2011.
(4) Includes lease financing.
Loan maturities and sensitivity of loans to changes in interest rates
for commercial business and real estate construction loans at December 31, 2002
were (in thousands):
COMMERCIAL REAL ESTATE
BUSINESS CONSTRUCTION TOTAL
-------------- --------------- --------------
One year or less $ 166,493 $ 703,221 $ 869,714
Over one year, but less than five years 22,767 512,673 535,440
Over five years 1,291 2,517 3,808
---------- ---------- ----------
$ 190,551 $1,218,411 $1,408,962
========== ========== ==========
DUE AFTER ONE YEAR:
Pre-determined interest rate $ 24,058 $ 81,739 $ 105,797
Floating or adjustable interest rate -- 433,451 433,451
---------- ---------- ----------
$ 24,058 $ 515,190 $ 539,248
========== ========== ==========
LOAN CONCENTRATION - BankAtlantic's geographic loan concentration at December
31, 2002 was:
Florida 69%
California 5%
Northeast 7%
Other 19%
------
Total 100%
======
The loan concentration for BankAtlantic's originated portfolio is
primarily in Florida. The concentration in California, the Northeast, and other
locations primarily relates to purchased wholesale residential real estate
loans.
LEVITT CORPORATION LIQUIDITY AND CAPITAL RESOURCES
Levitt's primary source of funds during the year ended December 31,
2002 were proceeds from the sale of real estate inventory, capital
contributions, proceeds from development bonds payable, distributions from real
estate joint ventures and borrowings. These funds were primarily utilized to
purchase real estate inventory, repay borrowings, repay development bonds
payable, invest in real estate joint ventures, invest in Bluegreen Corporation
and pay general and administrative expenses.
59
Levitt Corporation and certain subsidiaries are parties to
various claims, legal actions and complaints arising in the ordinary course of
business. In the opinion of management, the disposition of these matters will
not have a material adverse effect on Levitt's financial condition. Levitt is
subject to the usual obligations associated with entering into contracts for the
purchase, development and sale of real estate in the routine conduct of
business. Levitt provides home purchasers with warranties against certain
defects for a period of up to two years from the date of purchase. Levitt
provides for estimated warranty costs when the home is sold and continuously
monitors warranty exposure.
Levitt borrowed $15 million from an unaffiliated financial institution
to finance the purchase of Levitt and Sons. The obligation is secured by the
stock of Levitt and Sons, and covenants in the loan agreement prohibit the
payment of dividends or other advances by Levitt to the Company. There is
currently $10.5 million outstanding on this loan.
Levitt has entered into various loan agreements to provide financing
for the acquisition and site improvements ("A&D Loans") and construction of
residential units ("Construction Loans"). As of December 31, 2002, these loan
agreements provide for advances on a revolving loan basis up to a maximum of
$122.5 million, of which $70.8 million, were outstanding. The loans are secured
by mortgages on respective properties including improvements. Principal payments
are required as home sales are consummated. Certain indebtedness provides that
it is an event of default if there is a change of control.
At December 31, 2002, Levitt and Sons and Core Communities had credit
agreements with non-affiliated financial institutions to provide working capital
lines of credit of $7.5 million and $1.8 million, respectively. At December 31,
2002, the available credit from these agreements were $4.0 million and $1.7
million, respectively, and the outstanding balance was $3.5 million and
$112,000. The credit facilities mature on September 2004 and September 2003,
respectively.
In April 2002, Levitt received an $18.6 million capital contribution
and borrowed $30 million from BankAtlantic Bancorp. Levitt utilized these funds
plus $5.2 million of working capital to purchase a 35% interest in Bluegreen
Corporation's common stock. The $30 million loan was eliminated in
consolidation.
At December 31, 2002, Levitt's total borrowings from BankAtlantic were
approximately $27.5 million. Levitt's joint venture total borrowings from
BankAtlantic were $25.5 million at December 31, 2002.
Some of Levitt's borrowings contain covenants that, among other things,
require Levitt to maintain certain financial ratios and a minimum net worth.
These covenants may have the effect of limiting the amount of debt that Levitt
can incur in the future and restricting the payment of dividends from Levitt to
BankAtlantic Bancorp. At December 31, 2002, Levitt was in compliance with all
loan agreement financial covenants.
The St. Lucie West Services District (the "District") is an independent
unit of local government created in 1989 in accordance with the Uniform
Community Development District Act of 1980, Chapter 190, Florida Statutes (the
"Act"). The Act was enacted in order to provide a uniform method for the
establishment of individual assessment districts to own, operate, build and
finance basic community development services, including water and wastewater
utility facilities, roadways and surface water management infrastructure. Levitt
would otherwise be obligated to finance and construct such infrastructure as a
condition to obtain certain approvals necessary in the normal course of
business.
The Act provides the District with the power to issue tax-exempt bond
financing in order to pay all or part of the cost of infrastructure improvements
authorized under the Act. The use of this type of bond financing is a common
practice for major land developers in Florida. The Act further provides the
District with the power to levy special assessments on virtually all of the
lands within the boundaries of St. Lucie West to pay the principal and interest
on tax-exempt bonds issued to finance common-use service facilities and
infrastructure.
The governing body of the District is the Board of Supervisors,
comprised of five Supervisors, which are elected based exclusively upon the vote
of the qualified electors in the District. As a landowner in the District,
Levitt is responsible for its pro-rata share of assessments from the District.
When Levitt sells a parcel of land, the liability for the assessments related to
parcels sold transfers to the end users of land through an assessment lien on
their property.
Levitt entered into a connection fee guarantee agreement with the St.
Lucie West Services District. The agreement provides that Levitt will prepay
sufficient water and sewer connection fees to service outstanding bonds of the
District. Levitt has no underlying guarantee obligation in connection with the
District Bonds. No amounts have been funded pursuant to the agreement, and the
connection fees, as of December 31, 2002, are in excess of that required by the
agreement through at least the next three years. At December 31, 2002, the
outstanding balance of the development bonds were $4.6 million.
60
During 2002, additional tax-exempt financing entities were formed to
serve as a conduit for the expected financing of basic infrastructure for
Tradition Development Company LLC, Live Oak Development 1, LLC and Live Oak
Commercial 1, LLC. These entities are wholly-owned subsidiaries of Core
Communities. The additional tax-exempt financing entities formed during 2002
were formed in accordance with the Act. There have been no bond financing nor
any assessments levied in connection with the tax-exempt financing entities
formed during 2002.
RYAN BECK LIQUIDITY AND CAPITAL RESOURCES
Ryan Beck's primary source of funds during the year ended December 31,
2002 were clearing broker borrowings, capital contributions and a subordinated
borrowing from BankAtlantic Bancorp, proceeds from the sale of securities owned,
proceeds from securities sold but not yet purchased, and fees from customers.
These funds were primarily utilized to pay operating expenses, fund the Gruntal
transaction and fund capital expenditures.
In the ordinary course of business, Ryan Beck borrows, under an
agreement with its Clearing Broker, by pledging securities owned as collateral
primarily to finance its trading inventories. The amount and terms of the
borrowings are subject to the lending policies of the Clearing Broker and can be
changed at the Clearing Broker's discretion. Additionally, the amount financed
is also impacted by the market value of the securities owned.
In the year ended December 31, 2002, Ryan Beck received a $15.0 million
capital contribution to fund the Gruntal transaction and borrowed $5.0 million
from BankAtlantic Bancorp for general corporate purposes. The $5 million
intercompany borrowing and the $15.0 million capital contribution were
eliminated in consolidation.
As part of the Gruntal transaction, Ryan Beck assumed responsibility
for repayment of a $3.4 million note payable secured by leasehold improvements
and equipment. At December 31, 2002, the total outstanding amount was $2.3
million and the note matures on May 1, 2004. Additionally, Ryan Beck acquired
the operations of GMS. Approximately $86 million of GMS's securities owned are
below investment grade securities. Approximately $27.7 million par value of
these securities with an estimated fair value and carrying value of
approximately $9.7 million were in default. These securities are not readily
marketable, and Ryan Beck's ability to liquidate these investments will depend
on market conditions and is subject to significant risk. While Ryan Beck
believes that the carrying amount of these securities is at fair value, it may
not be possible to realize that value upon sale.
At December 31, 2002, Ryan Beck had a line of credit facility with an
unrelated financial institution in the amount of $10 million with an interest
rate of LIBOR plus 1.50%. The line expires on April 1, 2003, and it is secured
by certificates of deposit ("CDs") from Ryan Beck's certificate of deposit
wholesale business. There were no amounts outstanding under this facility at
December 31, 2002.
Ryan Beck is subject to the net capital provision of Rule 15c3-1 under
the Securities Exchange Act of 1934, which requires the maintenance of minimum
net capital and requires the ratio of aggregate indebtedness to net capital,
both as defined, not to exceed 15 to 1. Additionally, Ryan Beck, as a market
maker, is subject to supplemental requirements of Rule 15c3-1(a)4, which
provides for the computation of net capital to be based on the number of and
price of issues in which markets are made by Ryan Beck, not to exceed $1.0
million. At December 31, 2002, Ryan Beck's ratio of aggregate indebtedness to
net capital was 4.48 to 1. Ryan Beck's regulatory net capital was approximately
$9.3 million, which was $6.5 million in excess of its required net capital of
$2.8 million.
Ryan Beck operates under the provisions of paragraph (k)(2)(ii) of Rule
15c3-3 of the Securities and Exchange Commission as a fully disclosed
introducing broker and, accordingly, customer accounts are carried on the books
of the clearing broker. However, Ryan Beck safekeeps and redeems municipal bond
coupons for the benefit of its customers. Accordingly, Ryan Beck is subject to
the provisions of SEC Rule 15c3-3 relating to possession or control and customer
reserve requirements and was in compliance with such provisions at December 31,
2002.
61
CONSOLIDATED CASH FLOWS
A summary of our consolidated cash flows follows (in thousands):
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
2002 2001 2000
--------- -------- ---------
Net cash provided (used) by:
Operating activities $ 697 $ 81,172 $ 89,839
Investing activities 280,626 (5,969) (450,592)
Financing activities (150,783) (41,691) 357,063
--------- -------- ---------
Increase (decrease) in cash and cash
equivalents $ 130,540 $ 33,512 $ (3,690)
========= ======== =========
Cash flows from operating activities decreased during 2002 compared to
2001 due to increases in real estate inventory and loans held for sale along
with decreases in other liabilities and amounts due to clearing agent. These
declines in operating cash flows were partially offset by a decline in
securities owned and in other liabilities as well as a significant increase in
impairments and write-downs.
Cash flows from operating activities decreased during 2001 compared to
2000 due primarily to declines in loan sales, provision for credit losses and
additional investments in real estate. The above declines in cash flows were
partially offset by a substantial increase in earnings and other liabilities as
well as a decrease in accrued interest receivable.
Cash flows provided by investing activities increased during 2002
compared to 2001 primarily due to increased proceeds from sales and maturities
of securities available for sale and investment securities.
Cash flows from investing activities increased during 2001 compared to
2000 resulting primarily from lower purchases and originations of loans and
leases and a significant increase in sales and maturities of securities
available for sale and investment securities. These increases in cash flows from
investing activities were partially offset by higher purchases of securities.
Cash flows from financing activities declined during 2002 compared to
2001 resulting primarily from a decline in FHLB advances and short-term
borrowings, the retirement of certain trust preferred securities and debentures
and a decline in the increase in deposits. The above cash outflows were
partially offset by the issuance of trust preferred securities and additional
borrowings.
Cash flows from financing activities declined during 2001 compared to
2000 resulting primarily from decreases in short-term borrowings, deposits and
notes payable. The decreases were partially offset by proceeds from the issuance
of common stock.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The tables below summarize the Company's contractual obligations,
commercial and other commitments at December 31, 2002 (in thousands).
PAYMENTS DUE BY PERIOD
-----------------------------------------------------------------------------
LESS
CONTRACTUAL THAN 1 1-3 4-5 AFTER 5
OBLIGATIONS TOTAL YEAR YEARS YEARS YEARS
- ---------------------------------------- --------------------------------- ------------- -------------- --------------
Long-Term Debt $374,191 $17,277 $57,824 $67,749 $231,341
Capital Lease Obligations -- -- -- -- --
Operating Lease Obligations 60,403 13,534 20,525 13,453 12,891
-------- ------- ------- ------- --------
Total Contractual Cash Obligations $434,594 $30,811 $78,349 $81,202 $244,232
-------- ------- ------- ------- --------
62
AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
--------------------------------------------------------------------------------
TOTAL LESS
COMMERCIAL AND OTHER AMOUNTS THAN 1 1-3 4-5 AFTER 5
COMMITMENTS COMMITTED YEAR YEARS YEARS YEARS
- ------------------------------------ ------------------------------------ ------------- -------------- --------------
Lines of Credit $ 426,884 $165,860 $43,848 $ -- $217,176
Standby Letters of Credit 35,927 35,927 -- -- --
Other Commercial Commitments 697,989 697,989 -- -- --
Other Commitments 39,328 200 39,128 -- --
---------- -------- ------- ------- --------
Total Commitments $1,200,128 $899,976 $82,976 $ -- $217,176
========== ======== ======= ======= ========
RELATED PARTY TRANSACTIONS
During 1998, the Company entered into an agreement with Abdo Companies,
Inc., a company in which John E. Abdo, Vice Chairman of the Company, is the
principal shareholder and CEO, whereby Abdo Companies receives monthly
management fees from Levitt. BFC Financial Corporation ("BFC"), the parent
company of Bancorp received management fees in connection with providing
accounting, general and administrative services to Levitt. The amounts paid may
not be representative of the amount that would be paid in an arms-length
transaction. Management fees to related parties for the years ended December 31,
2002, 2001 and 2000 consisted of:
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
2002 2001 2000
------------- ------------- -------------
Abdo Companies $ 291,240 $ 291,246 $ 475,136
BFC 170,000 80,000 80,000
------------- ------------- -------------
$ 461,240 $ 371,246 $ 555,136
============= ============= =============
The Company is an investor in Seisint, Inc., ("Seisint") a privately
held technology company located in Boca Raton, Florida. Seisint owns 748,000
shares of the Company's Class A common stock. The Company has a $15 million
investment in 3,033,386 shares of Seisint's common stock, which shares were
acquired in October 1999 at an average price per share of $4.95. Both Alan B.
Levan and John E. Abdo were directors of Seisint. Alan Levan owns or controls
direct and indirect interests in an aggregate of 286,709 shares of Seisint
common stock purchased at an average price of $8.14 and Mr. Abdo owns or
controls direct and indirect interests in an aggregate of 368,408 shares of
Seisint common stock purchased at an average price of $7.69. Jarett Levan has an
indirect ownership interest in an aggregate of 350 shares of such common stock,
and director Bruno DiGiulian has an indirect ownership interest in 1,754 shares
of such common stock. The Company and its affiliates collectively own
approximately 7% of Seisint's outstanding common stock. Seisint also served as
an Application Service Provider ("ASP") for the Company for one customer service
information technology application. This ASP relationship was in the ordinary
course of business, and fees aggregating approximately $155,000, $169,000 and
$368,000 were paid to Seisint for its services during the years ended December
31, 2002, 2001 and 2000, respectively. The ASP relationship was terminated
effective September 2002. During 2001, Mr. Levan and Mr. Abdo resigned from
Seisint's Board of Directors and initiated a lawsuit on behalf of the Company
and others against the founder of Seisint, personally, regarding his role in
Seisint. The Company and other owners of the shares of Seisint who are parties
to the lawsuit will share in legal fees incurred in connection with the
litigation and in any recovery in proportion to their respective interests. In
early 2003 Seisint initiated a lawsuit against the Company seeking to have a
restrictive legend on its Company Class A Stock removed.
During the year ended December 31, 2002, the Company performed an
evaluation of its investment in Seisint to determine if there was an other than
temporary decline in value associated with this investment. As a consequence, of
this evaluation, included in the Company's statement of operations during the
year ended December 31, 2002 was a $15 million impairment charge for the write
off of the Company's investment in Seisint.
During 2000, the Company invested $1.2 million in two private limited
partnerships managed by BFC Financial Corporation. During 2000, approximately
$9.8 million of capital was raised by these partnerships, $3.8 million of which
was provided by independent third parties. Each of Alan Levan, Jarett Levan,
Bruno DiGiulian and John Abdo own direct and indirect interests in these
partnerships. The Company had a 12.5% equity interest in the two partnerships,
and together with its affiliates, collectively own approximately 61% of the
partnerships. The investments in the limited partnerships were accounted for
63
using the equity method of accounting in the consolidated financial statements
of the Company. During the year ended December 31, 2002 the partnership
distributed substantially all of their assets to the limited partners.
The Company and its subsidiaries utilized certain services of Ruden,
McClosky, Smith, Schuster & Russell, P.A. ("Ruden, McClosky"), a law firm to
which Bruno DiGiulian, a director of the Company, is of counsel. Fees
aggregating $1.0 million, $793,000 and $166,000 were paid to Ruden, McClosky by
BankAtlantic and Levitt Corporation for each of the years in the three year
period ended December 31, 2002. Ruden, McClosky also represents Alan B. Levan
and John E. Abdo with respect to certain other business interests.
Alan B. Levan and John E. Abdo have investments or are partners in real
estate joint ventures with developers, in connection with other ventures, have
loans from BankAtlantic or are partners in joint ventures with Levitt
Corporation.
Certain officers of Levitt Corporation or its subsidiaries have
minority ownership interests in joint venture partnerships in which Levitt is
also a limited or general partner. Certain of the Company's affiliates,
including its executive officers, have independently made investments with their
own funds in both public and private entities in which the Company holds
investments.
BFC paid BankAtlantic approximately $67,000 for each of the years in
the three year period ended December 31, 2002 for office space used by BFC in
BankAtlantic's headquarters and for miscellaneous administrative and other
related expenses. BankAtlantic provided certain administrative services to
Bluegreen in 2002 without receipt of payment for such services.
Alan B. Levan is Chairman and John E. Abdo is Vice-Chairman of the
Board of each of Bluegreen and BFC.
The BankAtlantic Foundation is a non-profit foundation established by
BankAtlantic. During 2002, the Foundation made donations aggregating $350,000,
including $50,000 to the Broward Community College Foundation, $15,000 to the
Florida Grand Opera, $8,320 to the Leadership Broward Foundation, $4,250 to
ArtServe, $3,000 to the Broward Performing Arts Foundation and $2,500 to the
Boys & Girls Club of Broward. Alan Levan sits on the Boards of the Broward
Community College Foundation and the Florida Grand Opera, Jarett Levan sits on
the Boards of the Leadership Broward Foundation and ArtServe, John E. Abdo is
Chairman of the Board of the Broward Performing Arts Foundation and Charlie C.
Winningham, II is on the Board of the Boys & Girls Club of Broward.
For each of the years in the three year period ended December 31, 2002,
Jarett Levan, a director and son of director, president and CEO Alan Levan, was
employed by BankAtlantic as a Senior Vice President/Alternative Delivery and was
paid annual compensation of $181,313, $141,674 and $95,752, respectively, for
his services. Alan Levan's daughter, Shelley Levan Margolis, for each of the
years in the three year period ended December 31, 2002, served as executive
director of the BankAtlantic Foundation, receiving annual compensation of
$104,823, $88,025 and $71,924, respectively.
CRITICAL ACCOUNTING POLICIES
Management views critical accounting policies as accounting policies
that are important to the understanding of our financial statements and also
involve estimates and judgments about inherently uncertain matters. 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
consolidated statements of financial condition and assumptions that affect the
recognition of income and expenses on the statement of operations 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 allowance for loan
losses, evaluation of goodwill for impairment, the valuation of real estate
acquired in connection with foreclosure or in satisfaction of loans, the
valuation of the fair market value of assets and liabilities in the application
of the purchase method of accounting, the amount of the deferred tax asset
valuation allowance, the valuation of derivatives, the valuation of securities
available for sale and the valuation of real estate held for development and
equity method investments. The six accounting policies that we have identified
as critical accounting policies are: (i) allowance for loan and lease losses,
(ii) valuation of securities and derivative instruments, (iii) impairment of
goodwill and other intangible assets, (iv) impairment of long-lived assets; (v)
real estate held for development and sale and equity method investments and (vi)
accounting for business combinations. We have discussed the critical accounting
estimates outlined below with our audit committee of our board of directors, and
the audit committee has reviewed our disclosure.
64
ALLOWANCE FOR LOAN AND LEASE LOSSES
We perform monthly detailed reviews of our loan and lease portfolios in
an effort to identify inherent risks, assess the overall collectibility of those
portfolios and establish our allowance for loan and lease losses. These ongoing
reviews are performed by a credit review group that is independent of loan
origination activities. The first component of the allowance is for
non-homogenous loans that are individually evaluated for impairment. A
non-homogenous loan is deemed impaired when collection of principal and interest
based on the contractual terms of the loan is not likely to occur. These are
high balance loans that management considers to be high risk. The process for
identifying loans to be evaluated individually for impairment is based on
management identification of classified loans. Classified loans are identified
by us based upon established criteria and represent loans of lesser quality than
the general portfolio. These classifications are "special mention,"
"substandard," "doubtful" or "loss." The special mention category applies to
loans not warranting classification as substandard but possessing credit
deficiencies or potential weaknesses necessitating management's close attention.
Substandard loans have one or more defined weaknesses and are characterized by
the distinct possibility that we will sustain some loss if the deficiencies are
not corrected. Doubtful loans have the weaknesses of substandard loans with the
additional characteristic that such weaknesses make collection of the loan or
liquidation in full on the basis of currently existing facts, conditions and
values highly questionable or improbable. Loss loans are charged-off. All
non-homogenous classified loans are evaluated for impairment. Once an individual
loan is found to be impaired, a specific valuation allowance is assigned to the
loan based on one of the following three methods: (1) present value of expected
future cash flows, (2) fair value of collateral less costs to sell, or (3)
observable market price. An observable market price of an impaired loan is the
best indication of its fair value. The majority of our impaired loans do not
have an observable market price and are valued based on the other two methods.
Loans that are collateral dependent are valued at the fair value of the
collateral less the cost to dispose of the collateral. Unsecured loans are fair
valued based on the present value of expected future cash flows. These
valuations are based on available information and require estimates and
subjective judgments about fair values of the collateral or expected future cash
flows. It is likely that we would obtain materially different results if
different assumptions or conditions were to prevail. This would include updated
information that came to management's attention about the loans or a change in
the current economic environment.
The second component of the allowance is for homogenous loans in which
groups of loans with common characteristics are evaluated for impairment.
Homogenous loans and leases have certain characteristics that are common to the
entire portfolio so as to form a basis for predicting losses on historical data
and delinquency trends as it relates to the group. Management segregates
homogenous loans into groups such as residential real estate, small business
mortgage, small business non-mortgage, lease financing, and various types of
consumer loans. The methodology utilized in establishing the allowance for
homogenous loans includes consideration of the current economic environment,
trends in industries, analysis of historical losses, static pool analysis,
delinquency trends, classified loan grades and credit scores. Based on
statistical data, management assigns loss percentages to groups of loans by
product type and classified loan grades. Loans that are not classified are also
assigned a loss percentage based on historical loss experiences for the specific
loan category.
The above two components are the assigned portion of the allowance for
loan and lease losses. The remaining component of the allowance is the
unassigned component determined separately from the procedures outlined above.
This component addresses certain industry and geographic concentrations,
including economic conditions, in an attempt to address the imprecision inherent
in the estimation of the assigned allowance for loan and lease losses. Due to
the subjectivity involved in the determination of the unassigned portion of the
allowance, the relationship of the unassigned component to the total allowance
may fluctuate from period to period.
Management evaluates the adequacy of the allowance for loan and lease
losses based on the combined total of the assigned and unassigned components and
believes that the allowance for loan and lease losses reflects management's best
estimate of incurred credit losses as of the balance sheet date. As of December
31, 2002, our allowance for loan losses was $48.0 million. See "Provision for
Loan Losses" for a discussion on the amounts of our allowance assigned to each
loan product and the amount of our unassigned allowance. The estimated allowance
derived from the above methodology may be significantly different from actual
realized losses. Actual losses incurred in the future are highly dependent upon
future events, including the economies of geographic areas in which we hold
loans. These uncertainties are beyond management's control. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review our allowance for loan and lease losses. Such agencies may
require us to recognize additions to the allowance based on their judgments and
information available to them at the time of their examination.
Based on our current information associated with our loans and leases
in the aviation and hospitality industry, we determined that it is probable that
we have losses in these portfolios. In order to quantify the estimated loan
65
losses in the hospitality industry, we evaluated the economic conditions of the
industry, the historical hotel occupancy rates of our borrowers compared to the
industry, and the financial condition of our borrowers. This evaluation resulted
in an increase in our allowance for loan losses. We evaluated our leases in the
aviation industry and determined that these relationships had a higher loss
experience than the existing lease portfolio. We evaluated the financial
condition of the lessees and the economic conditions of the industry resulting
in an increase in our allowance for loan losses.
During the past three years, on an on-going basis, we analyzed our loan
portfolio by monitoring the loan mix, credit quality, historical trends and
economic conditions. As a consequence, our allowance for loan losses estimates
will change from period to period. A measure of this change is our ratio of the
allowance for loan losses to total loans. This ratio has declined from 1.62 at
December 31, 2000 to 1.40 at December 31, 2002. If we were to increase or
decrease our historical loss percentages in the assigned portion of our
allowance for loan losses by 25 basis points at December 31, 2002, we estimate
that our pre-tax earnings would increase or decrease by approximately $9
million. Our allowance for loan losses to total loan ratio would rise to 1.67 if
our historical loss experience increases by 25 basis points. In contrast, if our
historical loss experience declines by 25 basis points, our allowance for loan
losses to total loan ratio would be reduced to 1.14.
VALUATION OF SECURITIES, TRADING ACTIVITIES AND DERIVATIVE INSTRUMENTS
We record our securities available for sale, securities owned and
derivative instruments in our statement of financial condition at fair value. We
use the following three methods for valuation: obtaining market price quotes,
using a price matrix, and applying a management valuation model.
The following table provides the sources of fair value for our
securities available for sale, securities owned and derivative instruments at
December 31, 2002 (in thousands):
MARKET PRICE PRICE VALUATION
QUOTES MATRIX MODEL TOTAL
------------------ ---------------- ---------------- ---------------
SECURITIES AVAILABLE FOR SALE
Mortgage-backed securities $ -- $706,050 $ -- $ 706,050
U.S. treasury notes -- 421 -- 421
Equity securities 1,387 -- -- 1,387
--------- -------- -------- ---------
Total securities available for sale 1,387 706,471 -- 707,858
--------- -------- -------- ---------
TRADING SECURITIES
Securities owned 100,241 -- 86,213 186,454
Securities sold not yet purchased (38,003) -- -- (38,003)
--------- -------- -------- ---------
TOTAL TRADING SECURITIES 62,238 -- 86,213 148,451
--------- -------- -------- ---------
Interest rate swap contracts -- -- (3,731) (3,731)
--------- -------- -------- ---------
TOTAL $ 63,625 $706,471 $ 82,482 $ 852,578
========= ======== ======== =========
Equity securities available for sale trade daily on various stock
exchanges. The fair value of these securities in our statement of financial
condition was based on the closing price quotations at period end. The closing
quotation represents inter-dealer quotations without retail markups, markdowns
or commissions and do not necessarily represent actual transactions. The number
of shares that we own in some of these equity securities is in excess of the
securities average daily trading volume. As a consequence, we may not be able to
realize the quoted market price upon sale. We adjust our equity securities
available for sale to fair value monthly with a corresponding increase or
decrease to other comprehensive income. Declines in the fair value of individual
securities available for sale below their cost that are other than temporary
result in write-downs of the individual securities to their fair value.
We subscribe to a third-party service to obtain a price matrix fair
value of our debt securities available for sale. The pricing matrix computes a
fair value of debt securities based on inputting the securities' coupon rate,
maturity date and estimates of future prepayment rates. The valuations obtained
from the pricing matrix are not actual transactions and will not be the actual
amount realized upon sale. It is likely that we would obtain materially
different results if different interest rate and prepayment assumptions were
used in the valuation. We adjust our debt securities available for sale to fair
value monthly with a corresponding increase or decrease to other comprehensive
income.
At December 31, 2002, the fair value and unrealized gain associated
with our securities available for sale was $707.9 million and $22.3 million,
66
respectively. If interest rates were to decline by 200 basis points, we estimate
that the fair value of our securities available for sale portfolio would
increase by approximately $3 million. In contrast, if interest rates were to
increase by 200 basis points, we estimate that the fair value of our securities
would decline by approximately $15 million. The above changes in value are based
on various assumptions concerning prepayment rates and shifts in the interest
rate yield curve. We are likely to obtain significantly different results if
these assumptions were changed. During the years ended December 31, 2001 and
2000, our securities available for sale unrealized gains were $25.0 million and
$2.7 million, respectively.
Interest rate swap contracts are valued against the swap curve obtained
from a financial information provider. We present value future estimated cash
flows against intervals of time on the swap curve in order to calculate the
estimated fair value at period end. Changes in the fair value of derivatives
designated as part of a hedge transaction are recorded each period in current
earnings for fair value hedges or other comprehensive income for cash flow
hedges. The fair value of interest rate swap contracts may significantly
increase or decrease based on changes in interest rates. Interest rate swap
contracts are originated in conjunction with our hedge strategy in order to
attempt to reduce our interest rate risk.
The fair value of our interest rate swaps was a loss of $3.7 million at
December 31, 2002. If interest rates were to decline by 200 basis points, we
estimate that the fair value of our interest rate swaps would decrease by
approximately $1.7 million. In contrast, if interest rates were to increase by
200 basis points, we estimate that the fair value of our interest rate swaps
would increase by approximately $1.9 million. The fair value of our interest
rate swaps was a loss of $1.8 million at December 31, 2001 and a gain of $4.0
million at December 31, 2000.
Securities owned and securities sold but not yet purchased are
accounted for at fair value with changes in fair value included in earnings. The
fair value of these securities is determined by obtaining security values from
various sources, including dealer price quotations, price quotations for similar
instruments traded and management estimates. For securities that do not have
listed market prices, the estimated fair value of the securities is determined
by obtaining values for similar securities traded from various pricing services.
These values are reviewed by security traders and adjusted up or down based on
the attributes of the securities owned. The fair values of securities owned and
securities sold but not yet purchased are highly volatile and are largely driven
by general market conditions and changes in the market environment. The most
significant factors affecting the valuation of securities owned and securities
sold but not yet purchased is the lack of liquidity and credit quality of the
issuer. Lack of liquidity results when trading in a position or a market sector
has slowed significantly or ceased and quotes may not be available. Certain
securities owned in GMS's portfolio are not readily marketable, and, in some
instances, GMS holds the majority of the securities of an issue. These
securities are not rated by any rating agency or are rated below investment
grade ("below investment grade securities"). Approximately $27.7 million par
value of these securities with an estimated fair value of $9.7 million were in
default at December 31, 2002. Valuations of below investment grade securities
are derived from limited market information available and other factors,
principally from reviewing the issuer's financial statements. The information
obtained is entered into a management valuation model that considers recent
securities trades, if any, trades of similar securities, the business plan of
the issuer, debt service coverage and the size of the position held. This
evaluation requires a significant amount of judgment in assessing the estimated
fair value. These estimates would be significantly different if the assumptions
concerning credit quality and projected cash flows were changed. The fair values
of below investment grade securities are highly dependent on the cash flows of
the issuer which, in most cases, is a tax exempt entity. The cash flows of the
issuer can significantly change due to future events, including changes in the
economies of geographic areas, changes in policy by governmental agencies and
the general results of operations of the issuer. These factors are beyond
management's control. Furthermore, the credit risk of below investment grade
securities is significant and, therefore, any changes in the credit quality of
the issuer could result in a significant impact on the fair value of the issue.
As a consequence, due to the characteristics of below investment grade
securities and the nature of the underlying collateral, the fair values of these
financial instruments are difficult to determine.
GOODWILL AND OTHER INTANGIBLE ASSETS
We test goodwill and other intangible assets for impairment annually.
The impairment test consists of two steps. In the first step, we determine the
carrying value of each reporting unit by assigning the assets and liabilities,
including the existing goodwill and intangible assets, to those reporting units.
If the fair value of the reporting unit is greater than its carrying value, the
test is completed and goodwill assigned to the reporting unit is not impaired.
To the extent a reporting unit's carrying amount exceeds its fair value, an
indication exists that the reporting unit's goodwill may be impaired and we must
perform the second step of the impairment test. In the second step, we must
compare the implied fair value of the reporting unit's goodwill, determined by
allocating the reporting unit's fair value to all of its assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price allocation
used in a business combination, to its carrying amount. We will recognize a
67
goodwill impairment charge if the carrying amount of the goodwill assigned to
the reporting unit is greater than the implied fair value of goodwill. The fair
values of the reporting units may be obtained from independent appraisers,
discounted cash flow present value techniques and management valuation models.
While management believes the sources utilized to arrive at the fair value
estimates are reliable, different sources or methods could have yielded
different fair value estimates. Additionally, fair values are not available for
our reporting units and, as such, the valuations require a significant amount of
judgment and estimates. Changes in management's reporting units may affect
future earnings through the recognition of a goodwill impairment charge. At
December 31, 2002, total goodwill and other intangible assets were $92.3
million.
If the fair value estimates of our reporting units were to decline by
20%, we would be required be perform the second step analysis on $19.3 million
of goodwill. The potential impairment charge associated with this evaluation
would be reflected in income from continuing operations. There would be no
impact to our earnings if fair value estimates of our reporting units increased
by 20%.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The carrying amount is not deemed to be recoverable if it is
greater than the sum of the undiscounted cash flows expected from the asset. An
impairment loss is the amount by which the carrying value exceeds the asset's
fair value. When testing a long-lived asset for recoverability, it may be
necessary to review estimated lives and adjust the depreciation period. In
performing a review for recoverability, we estimate 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. The estimates of future cash flows and evaluating estimated lives of
long-lived assets are subjective and involve a significant amount of judgment. A
change in the estimated life of a long-lived asset may substantially increase
depreciation expense in subsequent periods. Fair values are not available for
many of our long-lived assets, and estimates must be based on available
information, including prices of similar assets and present value valuation
techniques.
At December 31, 2002, total property and equipment was $92.7 million.
During the year ended December 31, 2002, 2001 and 2000, we have recognized
impairment losses on long-lived assets of $206,000, $550,000 and $509,000,
respectively. These impairment charges were associated with exiting our in-store
branches and restructuring our ATM network.
We have purchased property to consolidate BankAtlantic's headquarters
and back office operations into a centralized facility. Currently,
BankAtlantic's back office operations are in four locations, each of which is
owned by BankAtlantic. The book value of the property and equipment in these
locations was $8.4 million at December 31, 2002. In estimating the sum of future
cash flows, we used assessed value of the property, if available, and our
internal budgets. We developed our budgets based on future estimated cash flows
of the asset groups and projected estimated use of the property. At December 31,
2002, we estimate that our future cash flows, on an undiscounted basis, are
greater than our $8.4 million investment in the property and equipment. We also
reviewed our depreciation estimates and evaluated the remaining use of the
property as well as the estimated residual value. Based on the analysis and the
residual values of the property, we did not change our depreciation estimates.
We believe that the fair value of the property and equipment in the four
locations was in excess of the book value at December 31, 2002.
REAL ESTATE HELD FOR DEVELOPMENT AND SALE AND EQUITY METHOD INVESTMENTS
Real estate held for development includes land acquisition costs, land
development costs and other construction costs, all of which are accounted for
at the lower of accumulated cost or estimated fair value in our financial
statements. Start-up costs and selling expenses are expensed as incurred. Land,
land development, amenities and other costs are accumulated by specific area and
allocated to homes and land within the respective areas. The allocation of
common costs to our real estate inventory is based on actual costs incurred plus
estimated costs to complete. These estimated costs are subjective and may change
based on future market conditions. The estimated fair value of real estate is
evaluated annually based on disposition of real estate in the normal course of
business under existing and anticipated market conditions. The evaluation
attempts to take into consideration the current status of the property, various
restrictions, carrying costs, debt service requirements, costs of disposition
and any other circumstances which may affect fair value, including management's
plans for the property. Due to the large acreage of land holdings, disposition
in the normal course of business is expected to extend over a number of years.
Uncertainties associated with the economy, interest rates and the real estate
market in general may significantly change the valuation of our real estate
investments.
The valuation of real estate inventory is highly susceptible to change
because of the assumptions about future sales and cost of sales. The impact that
recognizing impairment would have on the assets reported in our consolidated
statement of financial position as well as our net earnings could be
significant. Our assumptions about future home sales prices and volumes require
significant judgment because the real estate industry is cyclical and is highly
68
sensitive to changes in economic conditions. Although the real estate business
historically has been cyclical, it has not undergone a down cycle in a number of
years. While no impairment existed as of December 31, 2002, there can be no
assurances that future economic or financial developments, including general
interest rate increases or a continued slowdown in the economy, might not lead
to impairment of inventory.
We account for equity method investments and joint venture partnership
interests in which we have a 50% or less ownership interest using the equity
method of accounting. Under the equity method, the initial investment is
recorded at cost and is subsequently adjusted to recognize the Company's share
of earnings or losses. Investments are evaluated annually for other than
temporary losses in value. Evidence of other than temporary losses includes the
inability to sustain an earnings capacity which would justify the carrying
amount of the investment. The evaluation is based on available information
including condition of the property and current and anticipated real estate
market conditions.
At December 31, 2002, the aggregate balances of real estate held for
development and equity method investments were $312.8 million.
ACCOUNTING FOR BUSINESS COMBINATIONS
The Company accounts for its business combinations such as the
Community acquisition, the Bluegreen equity investment and the Gruntal
transaction, based on the purchase method of accounting. The purchase method of
accounting requires us to fair value the tangible net assets and identifiable
intangible assets acquired. The fair values are based on available information
and current economic conditions at the date of acquisition. The fair values may
be obtained from independent appraisers, discounted cash flow present value
techniques, management valuation models, quoted prices on national markets or
quoted market prices from brokers. These fair values estimates will affect
future earnings through the disposition or amortization of the underlying assets
and liabilities. While management believes the sources utilized to arrive at the
fair value estimates are reliable, different sources or methods could have
yielded different fair value estimates. Such different fair value estimates
could affect future earnings through different values being utilized for the
disposition or amortization of the underlying assets and liabilities acquired.
In connection with the acquisition of Community and Bluegreen
Corporation, we recorded net fair value adjustments excluding goodwill and other
intangible assets of $21.9 million and $2.1 million, respectively. This amount
will affect future earnings through the disposition and amortization of the
underlying assets and liabilities. If the estimates were adjusted by 20% up or
down, future earnings would be affected by approximately $5 million.
DIVIDENDS
The availability of funds for dividend payments depends upon
BankAtlantic's ability to pay dividends to the Company. 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, retained net income and net income. See "Regulation and Supervision -
Limitation on Capital Distributions."
Subject to the results of operations and regulatory capital
requirements for BankAtlantic and indenture restrictions, we will seek to
declare regular quarterly cash dividends on our common stock.
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.
Unlike most industrial companies, virtually all of our assets and
liabilities are monetary in nature. As a result, interest rates have a more
significant impact on our 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. The possible effect of fluctuating interest
rates is discussed more fully under the previous section entitled "Interest Rate
Sensitivity."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Consolidated Market Risk".
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
69
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Independent Auditors' Report..................................................................... F-2
Consolidated Statements of Financial Condition as of December 31, 2002 and 2001.................. F-3
Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 2002............................................................................. F-4
Consolidated Statements of Stockholders' Equity and Comprehensive Income for each of the
years in the three year period ended December 21, 2002........................................ F-7
Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 2002.............................................................................. F-10
Notes to Consolidated Financial Statements....................................................... F-13
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
BankAtlantic Bancorp, Inc.:
We have audited the accompanying consolidated statements of financial
condition of BankAtlantic Bancorp, Inc. and subsidiaries as of December 31, 2002
and 2001, 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, 2002. 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 auditing standards generally
accepted in the United States of America. 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 BankAtlantic
Bancorp, Inc. and subsidiaries at December 31, 2002 and 2001, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for goodwill and intangible assets and
for gains and losses on the extinguishment of debt in 2002 and for derivative
instruments and hedging activities in 2001.
KPMG LLP
Fort Lauderdale, Florida
February 3, 2003
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
-----------------------------
(In thousands, except share data) 2002 2001
------------- -------------
ASSETS
Cash and due from depository institutions (See Note 14) $ 200,600 $ 120,049
Federal funds sold and securities purchased under resell agreements (See Note 3) 50,145 156
Investment securities and tax certificates (approximate fair value; $212,698
and $434,470) (See Note 3) 212,240 428,718
Loans receivable, net (See Notes 4, 8) 3,372,630 2,774,238
Securities available for sale (at fair value) (See Note 3) 707,858 843,867
Securities owned (at fair value) (See Note 3) 186,454 68,296
Accrued interest receivable (See Note 4) 33,984 33,706
Real estate held for development and sale and joint ventures (See Note 21) 252,087 178,273
Investment in unconsolidated real estate subsidiary (See Notes 2, 21) 60,695 --
Office properties and equipment, net (See Note 6) 92,699 61,685
Federal Home Loan Bank stock, at cost which approximates fair value (See Note 8) 64,943 56,428
Deferred tax asset, net (See Note 12) 35,316 17,879
Goodwill, net (See Notes 1,2) 78,575 39,859
Core deposit intangible asset (See Note 2) 13,757 --
Other assets (See Notes 4, 10, 13) 59,028 31,332
----------- -----------
Total assets $ 5,421,011 $ 4,654,486
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits (See Note 7) $ 2,920,555 $ 2,276,567
Advances from FHLB (See Note 8) 1,297,170 1,106,030
Securities sold under agreements to repurchase (See Note 9) 116,279 406,070
Federal funds purchased (See Note 8) -- 61,000
Subordinated debentures, notes and bonds payable (See Note 10) 193,816 131,428
Guaranteed preferred beneficial interests in Company's Junior Subordinated
Debentures (See Note 10) 180,375 74,750
Securities sold but not yet purchased (Note 3) 38,003 38,431
Due to clearing agent (Note 3) 78,791 9,962
Other liabilities (See Notes 5, 13) 126,688 114,575
----------- -----------
Total liabilities 4,951,677 4,218,813
----------- -----------
Commitments and contingencies (See Note 14)
Stockholders' equity: (See Notes 11, 12)
Preferred stock, $.01 par value, 10,000,000 shares authorized; none
issued and outstanding -- --
Class A common stock, $.01 par value, authorized 80,000,000 shares;
issued and outstanding 53,441,847 and 53,203,159 shares 534 532
Class B common stock, $.01 par value, authorized 45,000,000 shares;
issued and outstanding 4,876,124 and 4,876,124 shares 49 49
Additional paid-in capital 252,699 251,202
Unearned compensation - restricted stock grants (1,209) (1,359)
Retained earnings 213,692 170,349
----------- -----------
Total stockholders' equity before accumulated other comprehensive income 465,765 420,773
Accumulated other comprehensive income 3,569 14,900
----------- -----------
Total stockholders' equity 469,334 435,673
----------- -----------
Total liabilities and stockholders' equity $ 5,421,011 $ 4,654,486
=========== ===========
See Notes to Consolidated Financial Statements
F-3
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data) FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------
INTEREST INCOME: 2002 2001 2000
--------- --------- ---------
Interest and fees on loans and leases $ 221,867 $ 237,064 $ 246,381
Interest and dividends on securities available for sale 42,406 52,813 50,799
Interest and dividends on other investments and securities owned 45,497 35,741 30,711
--------- --------- ---------
Total interest income 309,770 325,618 327,891
--------- --------- ---------
INTEREST EXPENSE:
Interest on deposits (See Note 7) 62,777 85,668 91,723
Interest on advances from FHLB 62,412 60,472 61,331
Interest on securities sold under agreements to repurchase and
federal funds purchased 6,546 24,270 34,617
Interest on subordinated debentures, notes and bonds payable
and guaranteed beneficial interests in Company's Junior
Subordinated Debentures 26,224 22,938 28,828
Capitalized interest on real estate developments and joint
ventures (5,997) (5,749) (6,487)
--------- --------- ---------
Total interest expense 151,962 187,599 210,012
--------- --------- ---------
NET INTEREST INCOME 157,808 138,019 117,879
Provision for loan losses (See Note 4) 14,077 16,905 29,132
--------- --------- ---------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 143,731 121,114 88,747
--------- --------- ---------
NON-INTEREST INCOME:
Investment banking income (See Note 3) 151,156 43,436 51,101
Gains on sales of real estate developed for sale
and joint venture activities (See Note 21) 51,650 36,583 23,217
Gains (losses) on sales of loans, net 1,840 60 (528)
Income from unconsolidated real estate subsidiary (See Note 21) 5,349 -- --
Service charges on deposits 26,479 16,372 13,666
Other service charges and fees 14,087 14,731 15,025
Gains on securities activities (See Note 3) 8,578 7,124 2,856
Impairment of securities (18,801) (3,527) (630)
(Loss) gain on debt redemption (3,125) (389) 12,228
Other 11,105 8,494 11,457
--------- --------- ---------
Total non-interest income 248,318 122,884 128,392
--------- --------- ---------
NON-INTEREST EXPENSE:
Employee compensation and benefits (See Notes 11,13) 198,948 94,450 90,313
Occupancy and equipment 39,959 29,139 27,868
Advertising and promotion 13,833 7,897 8,219
Amortization of goodwill and other intangible assets 1,360 4,073 4,081
Impairment of goodwill (See Note 2) -- 6,624 --
Restructuring charge and impairment write-downs (See Note 5) 1,007 331 2,656
Acquisition-related charges and impairments 4,925 -- --
Communications 11,314 3,291 3,233
Floor broker and clearing fees 8,519 2,796 3,742
Other 54,615 41,775 37,095
--------- --------- ---------
Total non-interest expense 334,480 190,376 177,207
--------- --------- ---------
INCOME BEFORE INCOME TAXES, DISCONTINUED OPERATIONS, EXTRAORDINARY
ITEMS AND CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE 57,569 53,622 39,932
Provision for income taxes (See Note 12) 15,876 22,600 15,887
--------- --------- ---------
INCOME BEFORE DISCONTINUED OPERATIONS, EXTRAORDINARY ITEMS
AND CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE 41,693 31,022 24,045
Income from discontinued mortgage servicing business
(less applicable income taxes of $361) (See Note 5) -- -- 669
Extraordinary items (less applicable provision for income taxes of
$2,771) (See Note 2) 23,749 -- --
Cumulative effect of a change in accounting principle (less
applicable income taxes of ($1,246) and $683) (See Note 1) (15,107) 1,138 --
--------- --------- ---------
NET INCOME 50,335 32,160 24,714
Amortization of goodwill, net of tax -- 3,903 3,887
--------- --------- ---------
NET INCOME ADJUSTED TO EXCLUDE GOODWILL AMORTIZATION $ 50,335 $ 36,063 $ 28,601
========= ========= =========
(CONTINUED)
See Notes to Consolidated Financial Statements
F-4
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
2002 2001 2000
------------ ------------- ------------
EARNINGS PER SHARE (SEE NOTE 20)
Basic earnings per share before discontinued operations,
extraordinary items and cumulative effect of a change
in accounting principle $ 0.72 $ 0.73 $ N/A
Basic earnings per share from discontinued operations -- -- N/A
Basic earnings per share from extraordinary items 0.41 -- N/A
Basic (loss) earnings per share from cumulative effect of a
change in accounting principle (0.26) 0.03 N/A
----------- ------------ ------------
Basic earnings per share 0.87 0.76 N/A
Basic earnings per share from amortization of goodwill -- 0.10 N/A
----------- ------------ ------------
Basic earnings per share adjusted to exclude goodwill
amortization $ 0.87 $ 0.86 $ N/A
=========== ============= =============
Diluted earnings per share before discontinued operations,
extraordinary items and cumulative effect of a change
in accounting principle $ 0.67 $ 0.63 $ N/A
Diluted earnings per share from discontinued operations -- -- N/A
Diluted earnings per share from extraordinary items 0.37 -- N/A
Diluted (loss) earnings per share from cumulative effect of a
change in accounting principle (0.23) 0.02 N/A
----------- ------------ ------------
Diluted earnings per share 0.81 0.65 N/A
Diluted earnings per share from amortization of goodwill -- 0.08 N/A
----------- ------------ ------------
Diluted earnings per share adjusted to exclude goodwill
amortizaton $ 0.81 $ 0.73 $ N/A
=========== ============= =============
Basic weighted average number of common shares outstanding 57,997,556 42,091,961 N/A
=========== ============= =============
Diluted weighted average number of common and common
equivalent shares outstanding 64,400,725 54,313,104 N/A
=========== ============= =============
(CONTINUED)
See Notes to Consolidated Financial Statements
F-5
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
------------ ------------- -------------
Class A common shares (See Note 20)
Basic earnings per share before discontinued operations $ N/A $ N/A $ 0.62
Basic earnings per share from discontinued operations N/A N/A 0.02
------------ ------------- -------------
Basic earnings per share N/A N/A 0.64
Basic earnings per share from amortization of goodwill N/A N/A 0.10
------------ ------------- -------------
Basic earnings per share adjusted to exclude goodwill
amortization $ N/A $ N/A $ 0.74
============ ============= =============
Diluted earnings per share before discontinued operations $ N/A $ N/A $ 0.53
Diluted earnings per share from discontinued operations N/A N/A 0.01
------------ ------------- -------------
Diluted earnings per share N/A N/A 0.54
Diluted earnings per share from amortization of goodwill N/A N/A 0.07
------------ ------------- -------------
Diluted earnings per share adjusted to exclude goodwill
amortization $ N/A $ N/A $ 0.61
============ ============= =============
Basic weighted average number of common shares outstanding N/A N/A 31,560,093
============ ============= =============
Diluted weighted average number of common and common
equivalent shares outstanding N/A N/A 47,126,250
============ ============= =============
CLASS B COMMON SHARES (SEE NOTE 20)
Basic earnings per share before discontinued operations $ N/A $ N/A $ 0.55
Basic earnings per share from discontinued operations N/A N/A 0.02
------------ ------------- -------------
Basic earnings per share N/A N/A 0.57
Basic earnings per share from amortization of goodwill N/A N/A 0.09
------------ ------------- -------------
Basic earnings per share adjusted to exclude goodwill
amortization $ N/A $ N/A $ 0.66
============ ============= =============
Diluted earnings per share before discontinued operations $ N/A $ N/A $ 0.50
Diluted earnings per share from discontinued operations N/A N/A 0.01
------------ ------------- -------------
Diluted earnings per share N/A N/A 0.51
Diluted earnings per share from amortization of goodwill N/A N/A 0.06
------------ ------------- -------------
Diluted earnings per share adjusted to exclude goodwill
amortization $ N/A $ N/A $ 0.57
============ ============= =============
Basic weighted average number of common shares outstanding N/A N/A 8,029,287
============ ============= =============
Diluted weighted average number of common and common
equivalent shares outstanding N/A N/A 8,319,359
============ ============= =============
See Notes to Consolidated Financial Statements
F-6
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
For Each of the Years in the Three Year Period Ended December 31, 2002
ACCUMUL-
UNEARNED ATED
COMPEN- OTHER
ADDI- SATION - COMPRE-
COMPRE- TIONAL RESTRICTED HENSIVE
HENSIVE COMMON PAID-IN RETAINED STOCK (LOSS)
(In thousands) INCOME STOCK CAPITAL EARNINGS GRANTS INCOME TOTAL
---------- --------- ---------- ---------- ---------- ---------- -----------
BALANCE, DECEMBER 31, 1999 $ 373 $ 145,452 $ 122,639 $ (5,633) $ (26,945) $ 235,886
Net income $ 24,714 -- -- 24,714 -- -- 24,714
Other comprehensive income, net of
income tax:
Unrealized gains on securities
available for sale (less income
tax provision of $18,716) 29,873
Reclassification adjustment for
gains included in net income
(less income tax provision of $714) (1,298)
---------
Other comprehensive income 28,575
---------
Comprehensive income $ 53,289
=========
Dividends on Class A common stock -- -- (3,204) -- -- (3,204)
Dividends on Class B common stock -- -- (678) -- -- (678)
Exercise of Class A common stock
options -- 37 -- -- -- 37
Exercise of Class B common stock
options 6 2,126 -- -- -- 2,132
Tax effect relating to the exercise
of stock options -- 100 -- -- -- 100
Purchase and retirement of Class B
common stock (6) (4,357) -- -- -- (4,363)
Retirement of publicly traded Class
B common stock pursuant to corporate
transaction -- (33,243) -- -- -- (33,243)
Compensation in connection with corporate
transaction -- 1,320 -- -- -- 1,320
Issuance of Class A common stock upon
conversion of subordinated debentures,
net -- 34 -- -- -- 34
Forfeited Class A restricted common stock -- (123) -- 103 -- (20)
Exchange of Class A restricted common
stock for participation in deferred
compensation plan (7) (7,779) -- 4,599 -- (3,187)
Amortization of unearned compensation -
restricted stock grants -- - -- 540 -- 540
Issuance of Class A restricted common
stock for acquisitions -- 178 -- -- -- 178
Net change in unrealized appreciation
on securities available for sale-net of
deferred income taxes -- -- -- -- 28,575 28,575
--------- ---------- ---------- ---------- ---------- -----------
BALANCE, DECEMBER 31, 2000 $ 366 $ 103,745 $ 143,471 $ (391) $ 1,630 $ 248,821
========= ========== ========== ========== ========== ===========
(Continued)
See Notes to Consolidated Financial Statements
F-7
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
For Each of the Years in the Three Year Period Ended December 31, 2002
UNEARNED ACCUMUL-
COMPEN- ATED
ADDI- SATION - OTHER
COMPRE- TIONAL RESTRICTED COMPRE-
HENSIVE COMMON PAID-IN RETAINED STOCK HENSIVE
(In thousands) INCOME STOCK CAPITAL EARNINGS GRANTS INCOME TOTAL
-------- --------- ---------- ---------- --------- --------- ----------
BALANCE, DECEMBER 31, 2000 $ 366 $ 103,745 $ 143,471 $ (391) $ 1,630 $ 248,821
Net income $ 32,160 32,160 32,160
--------
Other comprehensive income, net of tax:
Unrealized gains on securities available
for sale (less income tax provision
of $9,904) 17,798
Accumulated losses associated with cash
flow hedges (less income tax
provision of $627) (2,288)
Reclassification adjustment for cash
flow hedges 924
Reclassification adjustment for net
gains included in net income (less
income tax provision of $1,780) (3,164)
--------
Other comprehensive income 13,270
--------
Comprehensive income $ 45,430
========
Dividends on Class A common stock -- -- (4,747) -- -- (4,747)
Dividends on Class B common stock -- -- (535) -- -- (535)
Exercise of Class A common stock options 4 1,572 -- -- -- 1,576
Tax effect relating to the exercise of
stock options -- 598 -- -- -- 598
Issuance of Class A common stock upon
conversion of subordinated debentures 89 49,846 -- -- -- 49,935
Issuance of Class A common stock 122 95,441 -- (1,209) 94,354
Amortization of unearned compensation -
restricted stock grants -- -- -- 241 -- 241
Net change in accumulated other
comprehensive income, net of income
taxes -- -- -- -- 13,270 13,270
--------- ---------- ---------- --------- --------- ----------
BALANCE, DECEMBER 31, 2001 $ 581 $ 251,202 $ 170,349 $ (1,359) $ 14,900 $ 435,673
========= ========== ========== ========= ========= ==========
(Continued)
See Notes to Consolidated Financial Statements
F-8
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
For Each of the Years in the Three Year Period Ended December 31, 2002
Unearned Accumul-
Compen- ated
Addi- sation Other
Compre- tional Restricted Compre-
hensive Common Paid-in Retained Stock hensive
(In thousands) Income Stock Capital Earnings Grants Income Total
---------- ---------- ---------- ----------- ----------- ----------- ----------
BALANCE, DECEMBER 31, 2001 $ 581 $ 251,202 $ 170,349 $ (1,359) $ 14,900 $ 435,673
Net income $ 50,335 50,335 50,335
----------
Other comprehensive income, net
of tax:
Unrealized gains on securities
available for sale (less
income tax provision of $2,145) 3,514
Minimum pension liability (less
income tax benefit of $4.2
million) (7,456)
Unrealized losses associated with
investment in unconsolidated real
estate subsidiary (less income
tax benefit of $454) (448)
Accumulated losses associated with
cash flow hedges (less income tax
benefit of $517) (917)
Reclassification adjustment for
cash flow hedges (534)
Reclassification adjustment for net
gain included in net income (less
income tax provision of $3,254) (5,490)
----------
Other comprehensive loss (11,331)
----------
Comprehensive income $ 39,004
==========
Dividends on Class A common stock -- -- (6,408) -- -- (6,408)
Dividends on Class B common stock -- -- (584) -- -- (584)
Issuance of Class A common stock 2 1,202 -- -- -- 1,204
Tax effect relating to the exercise
of stock options -- 440 -- -- -- 440
Issuance of Class A common stock upon
conversion of subordinated debentures -- 25 -- -- -- 25
Issuance of equity method investment
common stock -- (262) -- -- -- (262)
Issuance of subsidiary stock options -- 92 -- -- -- 92
Amortization of unearned
compensation - restricted stock
grants -- -- -- 150 -- 150
Net change in accumulated other
comprehensive income, net of income
taxes -- -- -- -- (11,331) (11,331)
---------- ---------- ----------- ----------- ----------- ----------
BALANCE, DECEMBER 31, 2002 $ 583 $ 252,699 $ 213,692 $ (1,209) $ 3,569 $ 469,334
========== ========== =========== =========== =========== ==========
See Notes to Consolidated Financial Statements
F-9
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------
(In thousands) 2002 2001 2000
------------- -------------- --------------
Operating activities:
Income before discontinued operations, extraordinary items and
cumulative effect of a change in accounting principle $ 41,693 $ 31,022 $ 24,045
Income from discontinued operations, net of tax -- -- 669
Income from extraordinary item 23,749
Cumulative effect of a change in accounting principle, net of tax (15,107) 1,138 --
ADJUSTMENT TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:
Provision for credit losses (1) 17,019 18,222 30,166
Change in real estate inventory (57,653) (28,978) (1,270)
Loans held for sale activity, net (21,279) 15,203 (34,747)
Gains from securities activities, net (8,578) (7,124) (2,856)
Losses (gains) on sales of property and equipment, net 328 (386) (874)
Gains on sales of in-store branches (384) (1,577) --
Gains on sales of real estate held for sale (941) -- --
Loss (gain) on debt redemption 3,125 389 (12,228)
Depreciation, amortization and accretion, net 10,638 581 5,051
Restructuring charges and impairment write-downs, net 4,852 331 2,656
Gain on Gruntal transaction (26,520)
Impairment of goodwill 16,353 6,624 --
Impairment of securities 18,801 3,527 630
(Benefit) provision for deferred income taxes (4,510) 597 (2,735)
Proceeds from sales of loans 41,602 24,017 50,109
Securities owned activities, net 33,751 (24,739) (20,246)
Decrease (increase) in accrued interest receivable 2,542 10,340 (13,452)
Amortization of intangible assets 1,360 4,073 4,081
Compensation in connection with corporate transaction -- -- 1,320
Issuance of forgivable notes receivable to Ryan Beck employees (17,140) -- --
Decrease (increase) in other assets 5,784 (3,724) 4,181
(Decrease) increase in other liabilities (25,509) 8,857 32,307
(Decrease) increase in due to clearing agent (32,876) (739) 14,777
(Decrease) increase in securities sold but not yet purchased (1,629) 26,406 9,396
Issuance of subsidiary stock options 92 -- --
Equity in earnings from unconsolidated real estate subsidiary (5,349) -- --
Equity in joint venture earnings (3,517) (2,888) (1,141)
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 697 81,172 89,839
-------- -------- --------
(Continued)
See Notes to Consolidated Financial Statements
F-10
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------
(In thousands) 2002 2001 2000
------------- ----------- -------------
INVESTING ACTIVITIES:
Purchase of investment securities and tax certificates (238,700) (267,025) (426,177)
Proceeds from redemption and maturity of investment securities
and tax certificates 239,176 221,434 155,256
Purchase of securities available for sale (356,493) (485,732) (152,162)
Proceeds from sales and maturities of securities available for sale 772,339 509,833 259,867
Purchases and net repayments (originations) of loans and leases (23,776) 24,039 (291,500)
Proceeds from sales of real estate owned 5,898 5,860 5,053
Net additions to office properties and equipment (23,620) (11,427) (11,374)
Proceeds from sales of properties and equipment 1,986 529 1,577
Proceeds from sales of real estate held for sale 6,953 -- --
Investments and repayments from joint ventures, net 3,478 1,348 4,620
Purchases of FHLB stock net of redemptions (452) (4,488) 4,470
Increase in investment in unconsolidated real estate subsidiary (53,380) -- --
Acquisitions, net of cash acquired (52,783) (340) (222)
----------- ----------- -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 280,626 (5,969) (450,592)
----------- ----------- -----------
FINANCING ACTIVITIES:
Net increase in deposits 47,858 125,252 206,593
Reduction in deposits from sale of in-store branches, net (42,597) (81,593) --
Proceeds from FHLB advances 227,499 365,000 1,359,004
Repayments of FHLB advances (172,736) (297,771) (1,418,389)
Net increase (decrease) in federal funds purchased (61,000) 51,300 3,800
Proceeds from notes and bonds payable 157,331 62,136 113,586
Issuance of trust preferred securities 180,375 -- --
Repayment of notes and bonds payable (95,468) (67,854) (64,071)
Retirement of subordinated investment notes and subordinated debentures (21,716) (35,042) (40,278)
Retirement of trust preferred securities (74,750) -- --
Payments to acquire and retire publicly held Class B common stock -- -- (33,243)
Net (decrease) increase in securities sold under agreements to repurchase (289,791) (253,432) 236,279
Payment to acquire and retire common stock -- -- (4,363)
Issuance of common stock 1,204 95,595 2,169
Common stock dividends paid (6,992) (5,282) (4,024)
----------- ----------- -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (150,783) (41,691) 357,063
----------- ----------- -----------
Increase (decrease) in cash and cash equivalents 130,540 33,512 (3,690)
Cash and cash equivalents at the beginning of period 120,205 86,693 90,383
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 250,745 $ 120,205 $ 86,693
=========== =========== ===========
(Continued)
See Notes to Consolidated Financial Statements
F-11
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------
(In thousands) 2002 2001 2000
------------ --------------- -------------
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Interest paid on borrowings and deposits $ 158,914 $ 200,454 $ 214,742
Income taxes paid 36,790 17,884 2,466
Issuance of Class A common stock upon conversion of subordinated
debentures 25 49,935 34
Issuance of notes payable under the Ryan Beck deferred compensation plan 3,675 -- --
Issuance of Class A common stock upon acquisitions -- 335 178
Issuance of Class A restricted stock, net -- 1,209 --
Reduction in stockholders' equity from the retirement of restricted stock -- (3,187)
Increase in other liabilities from the retirement of restricted stock -- 3,187
Increase in loans receivable from real estate closings -- 1,247 --
Increase in development bonds payable from real estate closings -- 1,247 --
(1)Provision for credit losses represents provision for loan losses, REO and tax
certificates.
See Notes to Consolidated Financial Statements
F-12
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF FINANCIAL STATEMENT PRESENTATION -- BankAtlantic Bancorp, Inc.
(the "Company", "BBC") is a unitary savings bank holding company organized under
the laws of the State of Florida in 1994. The Company's principal assets include
BankAtlantic and its subsidiaries, Ryan Beck & Co., Inc. ("Ryan Beck") and its
subsidiaries and Levitt Corporation ("Levitt") and its subsidiaries. The
accounting policies applied by the Company conform with accounting principles
generally accepted in the United States of America.
BankAtlantic is a federal savings bank headquartered in Fort
Lauderdale, Florida which provides traditional retail banking services and a
wide range of commercial banking products and related financial services. In
March 2002, BankAtlantic acquired Community Savings Bankshares, Inc.
("Community"). Community was a federally chartered savings and loan association
founded in 1955 and headquartered in North Palm Beach, Florida. At March 22,
2002, Community Savings had assets of $909 million and deposits of $637 million
and 21 branch locations.
Levitt engages in real estate activities through Levitt and Sons, LLC
("Levitt and Sons"), Core Communities, LLC. ("Core Communities") and several
investments in real estate projects in Florida. Levitt and the Company have
acquired an aggregate equity investment of approximately 40% in Bluegreen
Corporation ("Bluegreen"), a New York Stock Exchange-listed company engaged in
the acquisition, development, marketing and sale of primarily drive-to vacation
interval resorts, golf communities and residential land. Levitt and Sons is a
developer of single-family home communities and condominium and rental apartment
complexes primarily in Florida. Core Communities owns the unsold land and other
entitlements of the master-planned community commonly known as St. Lucie West
and Tradition in St. Lucie County, Florida and Live Oak Preserve in Hillsborough
County, Florida.
Ryan Beck is an investment banking firm engaged in the underwriting,
distribution and trading of tax-exempt, equity and debt securities. Ryan Beck
also offers a full service, general securities brokerage business with
investment and insurance products for retail and institutional clients and
provides investment and wealth management advisory services for its customers.
On September 30, 2002, Ryan Beck & Co., LLC converted to a corporation by
merging into Ryan Beck & Co., Inc.
On April 26, 2002, Ryan Beck acquired certain of the assets and assumed
certain of the liabilities of Gruntal & Co., LLC ("Gruntal") and acquired all of
the membership interests in The GMS Group, LLC ("GMS"), a wholly-owned
subsidiary of Gruntal (the "Gruntal Transaction").
The Company has two classes of common stock: Class A common stock and
Class B common stock. On May 24, 2001, the Company amended its articles of
incorporation to grant voting rights to holders of its Class A common stock,
make the Class B common stock convertible into Class A common stock on a
share-for-share basis, and equalize the cash dividends payable on Class A common
stock and Class B common stock. As a consequence of the amendment, Class A
shareholders are entitled to one vote per share, which in the aggregate
represent 53% of the combined voting power of the Class A common stock and the
Class B common stock. Class B common stock represents the remaining 47% of the
combined vote. BFC Financial Corporation ("BFC") currently owns 100% of our
Class B common stock. The fixed voting percentages will be eliminated, and
shares of Class B common stock will be entitled to only one vote per share from
and after the date that BFC or its affiliates no longer own in the aggregate at
least 2,438,062 shares of Class B common stock (which is one-half of the number
of shares it now owns). Prior to the above amendment, the Class A common stock
and the Class B common stock had substantially identical terms except that (i)
the Class B common stock was entitled to vote while the Class A common stock had
no voting rights other than those which were required by Florida law and (ii)
the Class A common stock was entitled to receive cash dividends equal to at
least 110% of any cash dividends declared and paid on the Class B common stock.
In August 2000, the Company's shareholders approved a corporate
transaction structured as a merger in which each share of Class B common stock
was converted into .0000002051 of a share of Class B common stock of the Company
as the surviving corporation in the transaction. No fractional shares were
issued. The corporate transaction resulted in the retirement of all publicly
held Class B common stock, leaving BFC the sole holder of the Company's Class B
common stock.
At December 31, 2002, BFC owned 100% of the Company's Class B common
stock and 23% of the Company's aggregate outstanding common stock.
In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the statements of financial condition and
operations 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 allowance
for loan losses, evaluation of goodwill for impairment, the valuation of real
estate acquired in connection with foreclosure or in satisfaction of loans, the
valuation of derivatives, the valuation of securities available for sale, and
the valuation of real estate held for development and real estate joint venture
investments. In
F-13
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
connection with the determination of the allowances for loan losses, real estate
owned, real estate held for development and real estate joint venture
investments, management obtains independent appraisals for significant
properties when it is deemed prudent.
Certain amounts for prior years have been reclassified to conform with
revised statement presentation for 2002.
CONSOLIDATION POLICY -- The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries and majority-owned
joint ventures. We consolidate all entities in which we own a majority of the
voting securities. Less than majority-owned joint ventures and subsidiaries are
accounted for under the equity method of accounting. The Company's
non-consolidated ownership interest in joint ventures range from 40% to 50%, and
the Company's non-consolidated ownership interest in subsidiaries consisted of
the Company's 40% ownership interest in Bluegreen. All inter-company
transactions and balances have been eliminated.
CASH EQUIVALENTS -- Cash and due from depository institutions include
demand deposits at other financial institutions. Federal funds sold are
generally sold for one-day periods, and securities purchased under resell
agreements are settled in less than 30 days.
DEBT AND EQUITY SECURITIES -- Debt securities are classified based on
management's intention on the date of purchase. Debt securities that management
has both the positive intent and ability to hold to maturity are classified as
securities held-to-maturity and are carried at amortized cost. Trading account
securities consist of securities that are bought and held principally for the
purpose of selling them in the near term and are carried at fair value with
changes in the fair value included in earnings. All other debt securities are
classified as available for sale and carried at fair value with the net
unrealized gains and losses included in shareholders' equity on an after-tax
basis. The fair value of securities available for sale was estimated by
obtaining prices actively quoted on national markets using a price matrix or
applying management valuation models. Declines in the fair value of individual
held to maturity and available for sale securities below their cost that are
other than temporary result in write-downs of the individual securities to their
fair value.
Interest and dividends on securities, including the amortization of
premiums and the accretion of discounts, are reported in interest and dividends
on securities using the interest method over the lives of the securities,
adjusted for actual prepayments. Gains and losses on the sale of securities are
recorded on the trade date and are calculated using the specific-identification
method.
Marketable equity securities which are included in securities available
for sale are carried at fair value with the net unrealized gains and losses
included in shareholders' equity on an after-tax basis. Declines in the fair
value of individual equity securities below their cost that are other than
temporary result in write-downs of the individual securities to their fair
value. The fair value of marketable equity securities was estimated by obtaining
prices actively quoted on national markets. Equity securities that do not have
readily determinable fair value are classified as investment securities and
carried at historical cost. These securities are evaluated for other than
temporary declines in value, and, if impaired, the historical cost of the
securities is written down to estimated fair value.
TAX CERTIFICATES -- Tax certificates represent a priority lien against
real property for which assessed real estate taxes are delinquent. Tax
certificates are classified as investment securities and are carried at cost,
net of an allowance for probable losses, which approximates fair value.
ALLOWANCE FOR TAX CERTIFICATE LOSSES - This allowance represents
management's estimate of future losses that are probable and subject to
reasonable estimation. In establishing its allowance for tax certificate losses,
management considers past loss experience, present indicators, such as the
length of time the certificate has been outstanding, economic conditions and
collateral values. Tax certificates and resulting deeds are classified as
non-accrual when a tax certificate is 24 to 60 months delinquent, depending on
the municipality, from BankAtlantic's acquisition date. At that time, interest
ceases to be accrued.
LOANS AND LEASES - Loans are reported at their outstanding principal
balances net of any unearned income, unamortized deferred fees or costs and
premiums or discounts. Loan origination fees and certain direct origination
costs are deferred and recognized as adjustments to income over the lives of the
related loans. Unearned income, discounts and premiums are amortized to income
using methods that approximate the interest method. Equipment leases are carried
at the aggregate of lease payments receivable plus estimated residual value of
the leased property, less unearned income. Unearned income on equipment leases
is amortized over the lease terms by the interest method.
ALLOWANCE FOR LOAN AND LEASE LOSSES - The allowance for loan and lease
losses reflects management's estimate of incurred credit losses in the loan and
lease portfolios. A loan is impaired when collection of principal and interest
based on the contractual terms of the loan is not probable. The first component
of the allowance is for "non-homogenous" loans that are individually evaluated
for impairment. These are high-balance loans that management considers to be
high risk. The process for identifying loans to be evaluated individually for
impairment is based on management's identification of classified loans. Once an
F-14
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
individual loan is found to be impaired, a specific valuation allowance is
assigned to the loan based on one of the following three methods: (1) present
value of expected future cash flows, (2) fair value of collateral less costs to
sell, or (3) observable market price. Non-homogenous loans that are not impaired
are assigned an allowance based on historical data by product. The second
component of the allowance is for "homogenous loans" in which groups of loans
with common characteristics are evaluated to estimate the inherent losses in the
portfolio. Homogenous loans and leases have certain characteristics that are
common to the entire portfolio so as to form a basis for predicting losses on
historical data and delinquency trends as it relates to the group. Management
segregates homogenous loans into groups such as residential real estate, small
business mortgage, small business non-mortgage, lease financing, and various
types of consumer loans. The methodology utilized in establishing the allowance
for homogenous loans includes consideration of the current economic environment,
trends in industries, analysis of historical losses, static pool analysis,
delinquency trends, classified loan grades and credit scores. The allowance also
contains an unassigned component that is determined separately from the
procedures outlined above. This component addresses certain industry and
geographic concentrations, including economic conditions, in an attempt to
address the imprecision inherent in the estimation of the assigned allowance for
loan and lease losses. Due to the subjectivity involved in the determination of
the unassigned portion of the allowance, the relationship of the unassigned
component to the total allowance may fluctuate from period to period.
Management believes the allowance for loan and lease losses is adequate
and that it has a sound basis for estimating the adequacy of the allowance for
loan and lease losses. Actual losses incurred in the future are highly dependent
upon future events, including the economies of the geographic areas in which
BankAtlantic holds loans.
NON-PERFORMING LOANS AND LEASES -- Interest income on loans, including
the recognition of discounts and loan fees, is accrued based on the outstanding
principal amount of loans using the interest method. A loan or lease is
generally placed on non-accrual status at the earlier of (i) the loan becoming
past due 90 days as to either principal or interest or (ii) when the borrower
has entered bankruptcy proceedings and the loan is delinquent. Exceptions to
placing 90-day past due loans on non-accrual may be made if there exists an
abundance of collateral and the loan is in the process of collection. When a
loan is placed on non-accrual status, interest accrued but not received is
reversed against interest income. A non-accrual loan may be restored to accrual
status when delinquent loan payments are collected and the loan is expected to
perform in the future according to its contractual terms.
Consumer non-mortgage loans and lease financing contracts that are 120
days past due are charged off. Real estate secured consumer and residential
loans that are 120 days past due are charged down to fair value less cost to
sell.
LOANS HELD FOR SALE -- Such loans are reported at the lower of
aggregate cost or estimated fair value based on current market prices for
similar loans. Loan origination fees and related direct loan origination costs
and premiums and discounts on purchased loans held for sale are deferred until
the related loan is sold.
REAL ESTATE OWNED ("REO") -- BankAtlantic's REO is recorded at the
lower of cost or estimated fair value, less estimated selling costs. Write-downs
required at the time of acquisition are charged to the allowance for loan
losses. Expenditures for capital improvements made thereafter are generally
capitalized. Real estate acquired in settlement of loans is anticipated to be
sold and valuation allowance adjustments are made to reflect any subsequent
changes in fair values from the initially recorded amount. The costs of holding
REO are charged to operations as incurred. Provisions and reversals in the REO
valuation allowance are reflected in operations. The construction and
development activities of Levitt Corporation are not accounted for as REO.
INVESTMENT BANKING ACTIVITIES - Investment banking revenues include
gains, losses, and fees, net of syndicate expenses, arising from securities
offerings in which Ryan Beck acts as an underwriter or agent. Investment banking
revenues also include fees earned from providing merger and acquisition and
financial restructuring advisory services. Investment banking management fees
are recorded on the offering date, sales concessions on settlement date, and
underwriting fees at the time the underwriting is completed and the income is
reasonably determined.
SECURITIES OWNED AND SECURITIES SOLD, BUT NOT YET PURCHASED -
Securities owned and securities sold, but not yet purchased are associated with
proprietary transactions entered into by Ryan Beck and are accounted for at fair
value with changes in the fair value included in earnings. The fair value of
these trading positions is generally based on listed market prices. If listed
market prices are not available or if liquidating the positions would reasonably
be expected to impact market prices, fair value is determined based on other
relevant factors, including dealer price quotations, price quotations for
similar instruments traded in different markets, management's estimates of
amounts to be realized on settlement or management valuation model associated
with securities that are not readily marketable. Profit and loss arising from
transactions are recorded on a trade-date basis.
REAL ESTATE HELD FOR DEVELOPMENT AND SALE - This includes land, land
development costs, and other construction costs and is stated at the lower of
accumulated cost or estimated fair value. The estimated fair value of real
estate is evaluated based on disposition of real estate in the normal course of
business under existing and anticipated market conditions. The evaluation takes
into consideration the current status of property, various restrictions,
carrying costs, debt service requirements, costs of disposition
F-15
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
and any other circumstances which may affect fair value, including management's
plans for the property. Due to the large acreage of certain land holdings,
disposition in the normal course of business is expected to extend over a number
of years.
Inventory costs include direct acquisition, development and
construction costs, interest and other indirect construction costs. Land and
indirect land development costs are accumulated by specific area and allocated
proportionately to various parcels or housing units within the respective area
based upon the most practicable methods, including specific identification and
allocation based upon the relative sales value method or acreage methods. Direct
construction costs are assigned to housing units based on specific
identification. All other capitalized costs are accumulated by community and are
allocated to those housing units based upon the most practicable methods. Other
capitalized costs consist of capitalized interest, real estate taxes, tangible
selling costs, local government fees and field overhead incurred during the
development and construction period. Start-up costs and selling expenses are
expensed as incurred.
Interest is capitalized at the effective rates paid on borrowings
incurred for real estate inventory during the preconstruction and planning stage
and the periods that projects are under development. Capitalization of interest
is discontinued if development ceases at a project.
Revenue and all related costs and expenses from house and land sales
are recognized at the time that closing has occurred. This is when title to and
possession of the property and risks and rewards of ownership transfer to the
buyer and other sale and profit recognition criteria are satisfied as required
under generally accepted accounting principles in the United States of America
for real estate transactions.
Title and mortgage operations include agency and other fees received
for the processing of title insurance policies and mortgage loans. Revenues from
title and mortgage operations are recognized when the transfer of the
corresponding property or mortgages to third parties has been consummated.
INVESTMENTS IN JOINT VENTURES AND UNCONSOLIDATED REAL ESTATE SUBSIDIARY
- -- The Company accounts for its partnership interests in its joint ventures and
subsidiaries in which the Company does not own the majority of the voting stock
or interests using the equity method of accounting. Under the equity method, the
Company's initial investment is recorded at cost and is subsequently adjusted to
recognize its share of earnings or losses. Distributions received reduce the
carrying amount of the investment. All intercompany profits and losses are
eliminated until realized through third-party transactions. Interest is
capitalized on real estate joint ventures while the venture has activities in
progress necessary to commence its planned principal operations based on the
average balance outstanding of investments and advances to joint ventures.
Interest income on loans from BankAtlantic to joint ventures is eliminated based
on the Company's ownership percentage in consolidation until realized by the
joint venture.
Profit or loss on real estate sold, including REO, joint ventures and
real estate held for development and sale, is recognized in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 66, "Accounting for
Sales of Real Estate." Any estimated loss is recognized in the period in which
it becomes apparent.
GOODWILL AND OTHER INTANGIBLE ASSETS - The Company adopted SFAS No.
142, "Goodwill and Other Intangible Assets," on January 1, 2002. As of the
adoption date, the Company no longer amortizes goodwill over its useful life.
Instead, goodwill is tested for impairment annually. The impairment test
consists of two steps. In the first step, the Company determines the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units. If the
fair value of the reporting unit is greater than its carrying value, the test is
completed and goodwill assigned to the reporting unit is not impaired. To the
extent a reporting unit's carrying amount exceeds its fair value, an indication
exists that the reporting unit's goodwill may be impaired, and the Company must
perform the second step of the impairment test. In the second step, the Company
must compare the implied fair value of the reporting unit's goodwill, determined
by allocating the reporting unit's fair value to all of its assets (recognized
and unrecognized) and liabilities in a manner similar to a purchase price
allocation in accordance with SFAS No.141, to its carrying amount. The Company
will recognize a goodwill impairment charge if the carrying amount of the
goodwill assigned to the reporting unit is greater than the implied fair value
of the goodwill.
In connection with the transitional goodwill impairment evaluation
required under SFAS No. 142, the Company performed an assessment of whether
there was an indication that goodwill was impaired as of January 1, 2002, the
date of adoption. During the six months ended June 30, 2002, the Company
identified its reporting units and determined the carrying value of each of its
reporting units by assigning the assets and liabilities, including the existing
goodwill and intangible assets, to those reporting units as of the date of
adoption. The fair values of all reporting units, except for the Ryan Beck
reportable segment, exceeded their respective carrying amounts at the adoption
date. For the Ryan Beck reportable segment, an independent appraiser was engaged
to determine the fair value of Ryan Beck's reporting units in order for the
Company to measure the impairment amount. Based on the appraiser's evaluation, a
$15.1 million impairment loss (net of a $1.2 million tax benefit) was recorded
effective as of January 1, 2002 as the cumulative effect of a change in
accounting principle.
F-16
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Prior to the adoption of SFAS No. 142, goodwill was being amortized on
a straight-line basis over estimated useful lives, ranging from 7 to 25 years.
The Company periodically reviewed its goodwill for events or changes in
circumstances that indicated that the carrying amount was not recoverable, in
which an impairment charge was recorded.
IMPAIRMENT - The Company adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," on January 1, 2002. Long-lived
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset many not be recoverable. In
performing the review for impairment, 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 is based on
the fair value of the asset.
Long-lived assets to be abandoned, exchanged for a similar productive
asset, or distributed to owners in a spinoff are considered held and used until
disposed of. This statement requires that the depreciable life of a long-lived
asset to be abandoned be revised, and that an impairment loss be recognized at
the date a long-lived asset is exchanged for a similar productive asset or
distributed to owners in a spinoff if the carrying amount of the asset exceeds
its fair value. The accounting model for long-lived assets to be disposed of by
sale is used for all long-lived assets, whether previously held and used or
newly acquired. That accounting model measures a long-lived asset classified as
held for sale at the lower of its carrying amount or fair value less cost to
sell and requires depreciation (amortization) to cease.
OFFICE PROPERTIES AND EQUIPMENT -- Land is carried at cost. Office
properties, equipment and computer software are carried at cost less accumulated
depreciation. Depreciation is computed on the straight-line method over the
estimated useful lives of the assets which generally range up to 40 years for
buildings and 3-10 years for equipment and software. The cost of leasehold
improvements is being amortized using the straight-line method over the terms of
the related leases.
Expenditures for new properties and equipment and major renewals and
betterments are capitalized. Expenditures for maintenance and repairs are
charged to expense as incurred, and gains or losses on disposal of assets are
reflected in current operations.
ADVERTISING -- Advertising expenditures are expensed as incurred.
INCOME TAXES -- The provision for income taxes is based on income
before taxes reported for financial statement purposes after adjustment for
permanent differences. Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using the 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 deferred
tax asset valuation allowance is recorded when it is more likely than not that
deferred tax assets will not be realized.
DERIVATIVE INSTRUMENTS -- The Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137
and SFAS No. 138 (collectively, "SFAS No. 133"), on January 1, 2001. All
derivatives are recognized on the statement of financial condition at their fair
value. On the date the derivative contract is entered into, the Company
designates the derivative as either a hedge of the fair value of a recognized
asset or liability or of an unrecognized firm commitment ("fair value" hedge),
or a hedge of a forecasted transaction or the variability of cash flows to be
received or paid related to a recognized asset or liability ("cash flow" hedge).
The Company formally documents all relationships between hedging instruments and
hedged items, as well as its risk-management objective and strategy for
undertaking various hedge transactions. This process includes linking all
derivatives that are designated as fair-value or cash-flow hedges to specific
assets and liabilities on the statement of financial condition or to specific
firm commitments or forecasted transactions. The Company also formally assesses,
both at the hedge's inception and on an ongoing basis, whether the derivatives
that are used in hedging transactions are highly effective in offsetting changes
in fair values or cash flows of hedged items. When it is determined that a
derivative is not highly effective as a hedge or that it has ceased to be a
highly effective hedge, the Company discontinues hedge accounting prospectively.
Changes in the fair value of a derivative that is highly effective and
that is designated and qualifies as a fair-value hedge, along with the loss or
gain on the hedged asset or liability or unrecognized firm commitment of the
hedged item that is attributable to the hedged risk are recorded in earnings.
Changes in the fair value of a derivative that is highly effective and that is
designated and qualifies as a cash-flow hedge are recorded in other
comprehensive income until earnings are affected by the variability in cash
flows of the designated hedged item. Changes in the fair value of undesignated
derivative instruments are reported in current-period earnings.
F-17
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Company discontinues hedge accounting prospectively when it is
determined that: the derivative is no longer effective in offsetting changes in
the fair value or cash flows of the hedged item; the derivative expires or is
sold, terminated, or exercised; the derivative is dedesignated as a hedging
instrument because it is unlikely that a forecasted transaction will occur; a
hedged firm commitment no longer meets the definition of a firm commitment; or
management determines that designation of the derivative as a hedging instrument
is no longer appropriate.
When hedge accounting is discontinued because it is determined that the
derivative no longer qualifies as an effective fair-value hedge, the Company
continues to carry the derivative on the statement of financial condition at its
fair value and no longer adjusts the hedged asset or liability for changes in
fair value. The adjustment of the carrying amount of the hedged asset or
liability is accounted for in the same manner as other components of the
carrying amount of that asset or liability. When hedge accounting is
discontinued because the hedged item no longer meets the definition of a firm
commitment, the Company continues to carry the derivative on the statement of
financial condition at its fair value, removes any asset or liability that was
recorded pursuant to recognition of the firm commitment from the balance sheet
and recognizes any gain or loss in earnings. When hedge accounting is
discontinued because it is probable that a forecasted transaction will not
occur, the Company continues to carry the derivative on the statement of
financial condition at its fair value, and gains and losses that were
accumulated in other comprehensive income are recognized immediately in
earnings. In all other situations in which hedge accounting is discontinued, the
Company continues to carry the derivative at its fair value on the statement of
financial condition and recognizes any changes in its fair value in earnings.
At January 1, 2001, the Company had outstanding interest rate swap
contracts utilized in the Company's interest rate risk management strategy. In
conjunction with the adoption of SFAS No. 133 on January 1, 2001, the Company
accounted for the interest rate swap contracts in accordance with the transition
provisions of SFAS No. 133 and recorded a cumulative effect adjustment gain of
approximately $1.1 million, net of tax.
EARNINGS PER COMMON SHARE -- 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 reflect the
potential dilution that could occur if convertible securities or options to
issue common shares of the Company or its subsidiaries were exercised. In
calculating diluted earnings per share, interest expense net of taxes on
convertible securities is added back to net income and equity earnings in
subsidiaries is adjusted for the effect of subsidiary stock options outstanding,
if dilutive. The resulting net income amount is divided by the weighted average
number of dilutive common shares outstanding, when dilutive. The options and
restricted stock are included in the weighted average number of dilutive common
shares outstanding based on the treasury stock method, if dilutive.
The Company was required to use the two-class method to report its
earnings per share for the year ended December 31, 2000. On May 24, 2001, the
Company's articles of incorporation were amended to, among other things,
equalize the cash dividend payable on the Company's Class A and Class B common
stock. As a result, the Company no longer used the two-class method to calculate
its earnings per share beginning January 1, 2001. Under the two-class method,
net income available to common shareholders was allocated to Class A and Class B
common shares first by actual cash dividends paid for actual shares outstanding
during the period and, secondly, through the allocation of undistributed
earnings. Because the allocation percentage for each class differs for basic and
diluted earnings per share, allocated undistributed earnings differs for such
calculations.
STOCK-BASED COMPENSATION PLANS - During the year ended December 31,
2002, the Company maintained both qualifying and non-qualifying stock-based
compensation plans for its employees and directors. These are described more
fully in Note 11. The Company accounts for these plans under the recognition and
measurement principles of Accounting Principles Board ("APB") Opinion No. 25 and
related interpretations. The Company has recognized $242,000, $241,000 and
$540,000 of compensation expense associated with restricted stock and option
awards during the years ended December 31, 2002, 2001 and 2000, respectively. No
compensation is recognized in connection with option grants that had an exercise
price equal to the market value of the underlying common stock on the date of
grant.
F-18
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee
compensation.
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) 2002 2001 2000
-------------- ------------- -------------
PRO FORMA NET INCOME
Net income, as reported $ 50,335 $ 32,160 $ 24,714
Add: Stock-based employee compensation
expense included in reported net income,
net of related tax effects $ 242 $ 241 $ 540
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related income tax effects (1,626) (779) (1,598)
--------- --------- ---------
Pro forma net income 48,951 31,622 23,656
========= ========= =========
EARNINGS PER SHARE:
Basic as reported $ 0.87 $ 0.76 $ N/A
========= ========= =========
Basic pro forma 0.84 0.74 N/A
========= ========= =========
Diluted as reported $ 0.81 $ 0.65 $ N/A
========= ========= =========
Diluted pro forma 0.79 0.63 N/A
========= ========= =========
Basic - Class A as reported $ N/A $ N/A $ 0.64
========= ========= =========
Basic - Class A pro forma N/A N/A 0.61
========= ========= =========
Basic - Class B as reported $ N/A $ N/A $ 0.57
========= ========= =========
Basic - Class B pro forma N/A N/A 0.55
========= ========= =========
Diluted Class A as reported $ N/A $ N/A $ 0.54
========= ========= =========
Diluted Class A pro forma N/A N/A 0.53
========= ========= =========
Diluted Class B as reported $ N/A $ N/A $ 0.51
========= ========= =========
Diluted Class B pro forma N/A N/A 0.50
========= ========= =========
NEW ACCOUNTING PRONOUNCEMENTS:
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement No. 145 ("Rescission of FASB Statements No. 4, 44 and 64, Amendment of
FASB Statement No. 13 and Technical Corrections"). This statement rescinds FASB
Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and
FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. Any gain or loss on the extinguishment of debt that was classified
as an extraordinary item in prior periods will be reclassified into continuing
operations. As a consequence, the Company reclassified from income (loss) from
extraordinary items to income from continuing operations a $389,000 loss and a
$12.2 million gain on the redemption of subordinated investment notes and
convertible debentures in the Company's statements of operations for the years
ended December 31, 2001 and 2000, respectively. The reclassification reduced
basic earnings per share from continuing operations by $.01 and had no effect on
diluted earnings per share from continuing operations for the year ended
December 31, 2001. The reclassification increased Class A and Class B basic
earnings per share from continuing operations by $0.20 and $0.18, respectively,
for the year ended December 31, 2000. The reclassification increased Class A and
Class B diluted earnings per share from continuing operations by $0.15 and
$0.13, respectively, for the year ended December 31, 2000.
In June 2002, the FASB issued Statement No. 146 ("Accounting for Costs
Associated with Exit or Disposal Activities"). This statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. Prior to this statement, a liability was
recognized when the entity committed to an exit plan. Management believes that
this statement will not have a material impact on the Company's financial
statements; however,
F-19
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
the statement will result in a change in accounting policy associated with the
recognition of liabilities in connection with future restructuring charges.
In October 2002, the FASB issued Statement No. 147 ("Acquisitions of
Certain Financial Institutions"). This statement provides guidance on the
accounting for the acquisition of a financial institution and applies to all
acquisitions except those between two or more mutual enterprises. This statement
provides that the excess of the fair value of liabilities assumed over the fair
value of tangible and identifiable intangible assets acquired in a business
combination represents goodwill that should be accounted for under FASB
Statement No. 142, Goodwill and Other Intangible Assets. Thus, the specialized
accounting guidance in paragraph 5 of FASB Statement No. 72, Accounting for
Certain Acquisitions of Banking or Thrift Institutions, will not apply after
September 30, 2002. If certain criteria in FASB Statement No. 147 are met, the
amount of the unidentifiable intangible asset recorded in previous acquisitions
will be reclassified to goodwill upon adoption of this statement. The statement
will not affect the Company's prior acquisitions, and management believes that
this statement will not have an impact on the Company's historical financial
statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees Including Indirect
Guarantees of Indebtedness of Others." This interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. This interpretation does not prescribe a specific
approach for subsequently measuring the guarantor's recognized liability over
the term of the related guarantee. This interpretation also incorporates,
without change, the guidance in FASB Interpretation No. 34, "Disclosure of
Indirect Guarantees of Indebtedness of Others," which is being superseded. The
Company implemented the disclosure requirements of this interpretation as of
December 31, 2002 and the liability recognition provisions of the interpretation
as of January 1, 2003.
In December 2002, the FASB issued Statement No. 148 ("Accounting for
Stock-Based Compensation - Transition and Disclosure"). This statement amends
FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of FASB Statement No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Company has implemented the
disclosure requirements of this statement as of December 31, 2002.
In January 2003, the FASB issued Interpretation No. 46 ("Consolidation
of Variable Interest Entities"). The interpretation defines a variable interest
entity as a corporation, partnership, trust or any other legal structure used
for business purposes that either (a) does not have equity investors with voting
rights or (b) has equity investors that do not provide sufficient financial
resources for the equity to support its activities. A variable interest entity
often holds financial assets, including loans or receivables, real estate or
other property. A variable interest entity may be essentially passive or it may
engage in research and development or other activities on behalf of another
company. This interpretation requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. The Company would have to
consolidate any of its variable interest entities that meet the above criteria
as of July 1, 2003. The interpretation also requires disclosures about variable
interest entities that the company is not required to consolidate but in which
it has a significant variable interest. Management is in the process of
determining if its interests in unconsolidated entities qualify as variable
interest entities and, if so, whether the assets, liabilities, non-controlling
interest, and results of activities are required to be included in the Company's
consolidated financial statements. Our investments and advances to
unconsolidated entities was $51.9 million at December 31, 2002. These entities
were primarily real estate joint ventures. We believe that the majority of these
entities will not be consolidated; however, we cannot give any assurances that
this will be the case until we complete our evaluation. We expect to complete
our evaluation by July 1, 2003, the deadline imposed by this interpretation.
2. ACQUISITIONS
On April 26, 2002, Ryan Beck acquired certain of the assets and
assumed certain of the liabilities of Gruntal and acquired all of the membership
interests in GMS, a wholly-owned subsidiary of Gruntal ("the Gruntal
transaction"). Gruntal provided securities brokerage and investment banking
services to individual and institutional investors. GMS is primarily engaged in
the business of buying, selling and underwriting municipal securities. Part of
GMS's business includes investing in unrated or distressed municipal securities.
These securities are not readily marketable and are either not rated by any
F-20
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
rating agency or are rated below investment grade. The assets that were acquired
from Gruntal include all of Gruntal's customer accounts, furniture, leasehold
improvements and equipment owned by Gruntal at the offices where Gruntal's
investment consultants are located, assets related to Gruntal's deferred
compensation plan and forgivable loans. The consideration provided by Ryan Beck
for this transaction was the assumption of a note payable related to furniture
and equipment in the Gruntal offices, assumption of certain non-cancelable
leases associated with the Gruntal offices acquired, obligations owed to
investment consultants participating in Gruntal's deferred compensation plan
that accepted employment with Ryan Beck, and the payment of $6.0 million in
cash. The Gruntal transaction was accounted for by the purchase method of
accounting. Under this method the acquired assets and assumed liabilities of
Gruntal were recorded at their estimated fair value, and the amount of estimated
fair value of net assets in excess of the purchase price was used to write down
non-financial assets. The remaining balance was recorded as an extraordinary
income item. The Company's financial statements reflect the Gruntal transaction
as of April 26, 2002.
On March 22, 2002, BankAtlantic acquired Community Savings Bankshares
Inc., the parent company of Community Savings, F.A. ("Community"), for $170.3
million in cash and immediately merged Community into BankAtlantic. At the
acquisition date, BankAtlantic Bancorp made a $78.5 million capital contribution
to BankAtlantic. BankAtlantic funded the acquisition of Community using such
capital contribution received from BankAtlantic Bancorp and funds obtained from
the liquidation of investments. Community's results of operations have been
included in the Company's consolidated financial statements since March 22,
2002. Community was a federally chartered savings and loan association founded
in 1955 and headquartered in North Palm Beach, Florida. At March 22, 2002,
Community had assets of $909 million and deposits of $637 million and 21
branches.
The following table summarizes the fair value of assets acquired and
liabilities assumed in connection with the acquisition of Community and the
Gruntal transaction effective March 22, 2002 and April 26, 2002, respectively
(in thousands):
COMMUNITY GRUNTAL TOTAL
---------------- ----------------- ----------------
Cash and interest-earning deposits $ 124,977 $ 886 $ 125,863
Securities available for sale 79,768 -- 79,768
Securities owned -- 151,909 151,909
Loans receivable, net 623,469 -- 623,469
FHLB Stock 8,063 -- 8,063
Investments and advances to joint ventures 16,122 -- 16,122
Goodwill 55,068 -- 55,068
Core deposit intangible asset 15,117 -- 15,117
Other assets 46,620 12,597 59,217
----------- ----------- -----------
Fair value of assets acquired
969,204 165,392 1,134,596
----------- ----------- -----------
Deposits 639,111 -- 639,111
FHLB advances 138,981 -- 138,981
Other borrowings 14,291 3,427 17,718
Securities sold, but not yet purchased -- 1,201 1,201
Due to clearing agent -- 101,705 101,705
Other liabilities 6,022 27,463 (1) 33,485
----------- ----------- -----------
Fair value of liabilities assumed
798,405 133,796 932,201
Fair value of net assets acquired over cost -- (23,749)(2) (23,749)
----------- ----------- -----------
Purchase price 170,799 7,847 178,646
Cash acquired (124,977) (886) (125,863)
----------- ----------- -----------
Purchase price net of cash acquired $ 45,822 $ 6,961 $ 52,783
=========== =========== ===========
1. Included in Gruntal's other liabilities was a $21 million deferred
compensation plan obligation, of which $18.3 million was vested.
Also included in other liabilities was $675,000 of termination
costs for contract obligations related to leased equipment and
$654,000 of contract termination obligations associated with
closing certain Gruntal branches.
2. The Company recognized an extraordinary gain of $23.7 million, net
of income taxes of $2.8 million, and reduced the carrying amount
of non-financial assets by $11.2 million as a result of the fair
value of the assets acquired exceeding the cost of the Gruntal
transaction. The Company did not establish a deferred tax
liability for the extraordinary gain associated with the GMS
membership interest acquired because the Company acquired the GMS
membership interest rather than the net assets.
F-21
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The purchase price of Community consisted of $170.3 million in cash and
$500,000 of acquisition professional fees. The cost of the Gruntal transaction
consisted of a $6.0 million cash payment, $750,000 of acquisition professional
fees and an estimated $1.05 million of contingent consideration payable to
Gruntal. The $1.05 million contingent consideration to Gruntal relates to
possible deferred compensation plan participant forfeitures and represents the
maximum amount of additional consideration. Pursuant to the terms of the
Acquisition Agreement, during each of the three years beginning October 27,
2002, Ryan Beck is obligated to pay Gruntal & Co. LLC up to $350,000 of
forfeitures each year under the Amended and Restated Gruntal & Co. LLC Deferred
Compensation Plan for each of the years in the three year period ended October
26, 2005.
The following is pro forma information for the year ended December 31,
2002 and 2001 and is presented as if the Gruntal and Community transactions had
been consummated on January 1, 2002 and 2001, respectively. The pro forma
information is not necessarily indicative of the combined financial position or
results of operations which would have been realized had the transactions been
consummated during the period or as of the dates for which the pro forma
financial information is presented.
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
2002 2001
--------------------------------------------------------------
(In thousands, except per share data) HISTORICAL PRO FORMA HISTORICAL PRO FORMA
---------------- -------------- -------------- ---------------
Interest income $ 309,770 $ 328,232 $ 325,618 $ 403,543
Interest expense 151,962 159,272 187,599 232,417
Provision for loan losses 14,077 16,121 16,905 22,043
---------- ---------- ---------- ----------
Net interest income after provision for loan losses $ 143,731 $ 152,839 $ 121,114 $ 149,083
---------- ---------- ---------- ----------
Income before extraordinary item and cumulative effect
of a change in accounting principle $ 41,693 $ 38,477 $ 31,022 $ 2,028
========== ========== ========== ==========
Basic earnings per share from operations $ 0.72 $ 0.66 $ 0.73 $ 0.05
========== ========== ========== ==========
Diluted earnings per share from operations $ 0.67 $ 0.62 $ 0.63 $ 0.05
========== ========== ========== ==========
During April 2002, the Company's and Levitt's ownership in Bluegreen
Corporation ("Bluegreen"), a New York Stock Exchange-listed company engaged in
the acquisition, development, marketing and sale of primarily drive-to vacation
interval resorts, golf communities and residential land, increased from
approximately 5% to 40%. This interest in Bluegreen was acquired for an
aggregate purchase price of approximately $56 million. The Company acquired
approximately 5% of Bluegreen common stock during the first quarter of 2001, and
Levitt acquired approximately 35% of Bluegreen common stock in April 2002. The
acquisition of Bluegreen at various acquisition dates was accounted for as a
step acquisition under the purchase method of accounting. In a step acquisition,
the purchase price allocation is performed at each acquisition date and goodwill
is recognized with each step purchase. As a consequence, the net assets of
Bluegreen were recognized at estimated fair value to the extent of the Company's
ownership percentage at each acquisition date. The Company's carrying amount of
the investment was, in the aggregate, $2.1 million lower than the ownership
percentage in the underlying equity in the net assets of Bluegreen. The $2.1
million was allocated to property and equipment. Additionally, prior period
financial statements should be restated to reflect the results of applying the
equity method of accounting to the initial acquisition; however, the Company did
not restate its prior year's financial statements due to lack of significance.
Under the equity method of accounting the investment in Bluegreen was recorded
at cost and the carrying amount of the investment is adjusted to recognize our
interest in the earnings or loss of Bluegreen after the acquisition date. The
funds for the investment in Bluegreen were obtained from $29.9 million of
borrowings from the Company's existing bank line of credit, proceeds from trust
preferred securities offerings, proceeds from the sale of equity securities from
the Company's portfolio and $5.2 million of Levitt's working capital.
F-22
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes the estimated fair value of assets
acquired and liabilities assumed in connection with the Bluegreen investment to
the extent of the Company's ownership interest of 40% (in thousands).
FAIR
VALUE
-------------
Cash and cash equivalents $ 19,077
Contracts receivable, net 8,544
Notes receivable, net 22,449
Prepaid expenses 4,556
Inventory, net 75,260
Retained interests in notes receivable sold 15,101
Property and equipment, net 16,156
Other assets 2,247
---------
Fair value of assets acquired 163,390
---------
Accounts payable, accrued liabilities and other
liabilities 20,196
Deferred income taxes 9,505
Line-of-credit notes payable and receivable -
backed notes payable 21,496
10.50% senior secured notes payable 43,508
8.00% convertible subordinated debentures to
related parties 2,350
8.25% convertible subordinated debentures 9,826
---------
Fair value of liabilities assumed 106,881
---------
Purchase price of Bluegreen Corporation $ 56,509
=========
In June 2001 and 2000, pursuant to the February 1998 acquisition
agreement under which Ryan Beck acquired Cumberland Advisors, the Company issued
43,991 and 55,239 shares of Class A common stock and made a cash payment of
$340,000 and $210,000, respectively, to the former Cumberland Advisors partners.
Such additional consideration was paid under earn-out provisions in accordance
with the acquisition agreement and was recorded as an adjustment to the purchase
price of Cumberland Advisors. The Class A common stock is subject to
restrictions prohibiting transfers for two years.
Effective March 1, 1998, the Company acquired Leasing Technology Inc.
("LTI"), a company engaged in the equipment leasing and finance business, in
exchange for 826,175 shares of Class A common stock and $300,000 in cash. This
merger was accounted for under the purchase method of accounting. The Company
was amortizing $7.9 million of goodwill from the transaction over 25 years on a
straight line basis. During the third quarter of 2001, after an extensive review
by the Company of LTI's operations, management concluded that LTI would not be
able to meet performance expectations, and its products did not complement the
Company's product mix. As a consequence, the Company closed the offices of LTI
and ceased new lease originations. The Company determined that the goodwill
associated with the LTI acquisition was impaired, resulting in the write-off of
the remaining unamortized LTI goodwill of $6.6 million.
F-23
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. SECURITIES AND SHORT-TERM INVESTMENTS
The following tables summarize available-for-sale securities,
investment securities and tax certificates (in thousands):
AVAILABLE FOR SALE
-----------------------------------------------------------------------------------------------------
DECEMBER 31, 2002 DECEMBER 31, 2001
------------------------------------------------- --------------------------------------------------
GROSS GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST APPRECIATION DEPRECIATION FAIR VALUE COST APPRECIATION DEPRECIATION FAIR VALUE
--------- ------------ ------------ ---------- --------- ------------ ------------- -----------
MORTGAGE-BACKED
SECURITIES:
Mortgage-backed
securities $581,893 $ 20,696 $ -- $602,589 $410,796 $ 9,976 $ 1 $420,771
Real estate mortgage
investment conduits 102,192 1,299 30 103,461 388,720 5,585 485 393,820
-------- -------- -------- -------- -------- -------- -------- --------
Total mortgage-backed
securities 684,085 21,995 30 706,050 799,516 15,561 486 814,591
-------- -------- -------- -------- -------- -------- -------- --------
INVESTMENT SECURITIES:
U.S. Treasury Notes -- -- -- -- 5,819 -- -- 5,819
Other Bonds 411 10 -- 421 250 12 -- 262
Equity securities 1,036 351 -- 1,387 13,237 10,310 352 23,195
-------- -------- -------- -------- -------- -------- -------- --------
Total investment
securities 1,447 361 -- 1,808 19,306 10,322 352 29,276
-------- -------- -------- -------- -------- -------- -------- --------
Total $685,532 $ 22,356 $ 30 $707,858 $818,822 $ 25,883 $ 838 $843,867
======== ======== ======== ======== ======== ======== ======== ========
The scheduled maturities of debt securities and tax certificates were
(in thousands):
TAX CERTIFICATES/DEBT
DEBT SECURITIES SECURITIES
AVAILABLE FOR SALE HELD TO MATURITY
---------------------------- ------------------------------
ESTIMATED ESTIMATED
AMORTIZED FAIR AMORTIZED FAIR
DECEMBER 31, 2002(1)(2) COST VALUE COST VALUE
------------- ------------- ------------ ----------------
Due within one year $ 559 $ 569 $139,474 $139,474
Due after one year but within five years 1,220 1,251 54,600 54,600
Due after five years but within ten years 656 699 14,383 14,841
Due after ten years 682,061 703,952 -- --
-------- -------- -------- --------
Total $684,496 $706,471 $208,457 $208,915
======== ======== ======== ========
(1) Scheduled maturities in the above table may vary significantly from
actual maturities due to prepayments.
(2) Except for tax certificates, maturities are based upon contractual
maturities. Tax certificates do not have stated maturities, and
estimates in the above table are based upon historical repayment
experience (generally 1 to 2 years).
F-24
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INVESTMENT SECURITIES AND TAX CERTIFICATES
-------------------------------------------------------------------------------------------------
DECEMBER 31, 2002(1) DECEMBER 31, 2001(1)
----------------------------------------------- ------------------------------------------------
GROSS GROSS ESTIMATED GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR AMORTIZED UNREALIZED UNREALIZED FAIR
COST APPRECIATION DEPRECIATION VALUE COST APPRECIATION DEPRECIATION VALUE
--------- ------------ ------------ ------- ---------- ------------ ------------ ---------
Tax certificates --
Net of allowance of $1,873 $194,074 $ -- $ -- $194,074 $ -- $ -- $ -- $ --
Net of allowance of $1,521 -- -- -- -- 144,077 -- -- 144,077
Mortgage-backed securities (3) 14,383 458 -- 14,841 264,433 5,878 126 270,185
Investment securities (2) 3,783 -- -- 3,783 20,208 -- -- 20,208
-------- -------- -------- -------- -------- -------- -------- --------
$212,240 $ 458 $ -- $212,698 $428,718 $ 5,878 $ 126 $434,470
======== ======== ======== ======== ======== ======== ======== ========
(1) Management considers estimated fair value equivalent to book value for tax
certificates and investment securities since these securities have no
readily traded market and are deemed to approximate fair value.
(2) Investment securities consist of equity instruments purchased through
private placements.
(3) Mortgage-backed securities at December 31, 2002 represented beneficial
interest in a real estate mortgage investment trust secured by commercial
real estate. Mortgage-backed securities at December 31, 2001 were
residential mortgage-backed securities designated as held to maturity.
During the year ended December 31, 2002, the Company transferred all of its
residential mortgage-backed securities held to maturity ($198.7 million) to
securities available for sale. The securities were transferred in order to
respond to the significant decline in interest rates during the period. The
securities transferred were not sold during the year ended December 31,
2002. The remaining mortgage-backed securities held to maturity ($14.8
million) are collateralized by commercial real estate.
Activity in the allowance for tax certificate losses was (in
thousands):
FOR THE YEARS ENDED DECEMBER 31
---------------------------------------------
2002 2001 2000
--------------- --------------- -----------
Balance, beginning of period $ 1,521 $ 1,937 $ 1,504
------- ------- -------
Charge-offs (1,783) (2,162) (796)
Recoveries 660 546 329
------- ------- -------
Net charge-offs (1,123) (1,616) (467)
------- ------- -------
Provision charged to operations 1,475 1,200 900
------- ------- -------
Balance, end of period $ 1,873 $ 1,521 $ 1,937
======= ======= =======
F-25
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The components of gains and losses on sales of securities were (in
thousands):
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------
2002 2001 2000
---------- ---------- ----------
Gross gains on securities activities $ 8,711 $ 7,130 $ 3,775
Gross losses on securities activities (67) -- (1,235)
Unrealized (loss) gain on future contract (66) (6) 316
------- ------- -------
Net gains on the sales of securities available
for sale $ 8,578 $ 7,124 $ 2,856
======= ======= =======
The specific identification method was used in determining cost in
computing realized gains and losses. Proceeds for sales of securities available
for sale were $197.6 million, $194.2 million, and $92.3 million during the years
ended December 31, 2002, 2001 and 2000, respectively. Included in gains on
securities activities during the year ended December 31, 2001 was $1.4 million
of realized gains related to the settlement of interest rate swap contracts and
unrealized losses of $1.5 million related to interest rate swap contracts that
were subsequently designated as cash flow hedges.
The Company's securities owned consisted of the following (in
thousands):
DECEMBER 31, DECEMBER 31,
2002 2001
------------- ------------
Debt obligations:
States and municipalities (1) $119,417 $ 7,593
Corporations 5,344 20,989
U.S. Government and agencies 26,004 32,308
Corporate equity 19,280 7,406
Mutual funds 16,409 --
-------- --------
Total $186,454 $ 68,296
======== ========
(1) Includes $108.3 million of securities owned by GMS, of
which approximately $86 million are non-rated securities
and $9.7 million of those securities are not accruing
interest. The ability to realize our investment in these
securities will depend on future market conditions.
All the securities owned at December 31, 2002 and 2001 were associated
with trading activities conducted both as principal and as agent on behalf of
individual and institutional investor clients of Ryan Beck. Transactions as
principal involve making markets in securities which are held in inventory to
facilitate sales to and purchases from customers. Ryan Beck realized income from
principal transactions of $66.3 million, $18.9 million and $14.8 million for the
years ended December 31, 2002, 2001 and 2000, respectively.
In the ordinary course of business, Ryan Beck borrows under an
agreement with its clearing broker by pledging securities owned as collateral
primarily to finance trading inventories. As of December 31, 2002, the balance
due to the clearing broker was $78.8 million.
Securities sold, but not yet purchased consists of the following (in
thousands):
DECEMBER 31,
-----------------------------
2002 2001
------------- --------------
Corporate equity $ 3,691 $ 1,882
Corporate bonds 1,159 21,305
States and municipalities 9,566 0
U.S. Government agencies 23,587 15,244
------------- --------------
$ 38,003 $ 38,431
============= ==============
F-26
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Securities sold, but not yet purchased are a part of Ryan Beck's normal
activities as a broker and dealer in securities and are subject to
off-balance-sheet risk should Ryan Beck be unable to acquire the securities for
delivery to the purchaser at prices equal to or less than the current recorded
amounts.
The following table provides information on securities purchased under
resell agreements (in thousands):
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
2002 2001 2000
------------- ----------- ------------
Ending Balance $ 30,145 $ 156 $ 1,584
Maximum outstanding at any month end within period $ 30,145 $ 3,651 $ 9,421
Average amount invested during period $ 4,558 $ 1,152 $ 3,034
Average yield during period 0.73% 2.80% 5.79%
The underlying securities associated with the securities purchased
under resell agreements during the years ended December 31, 2002, 2001 and 2000
were held by the Company.
The following table provides information on Federal Funds sold (in
thousands):
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
------------- ------------- -------------
Ending Balance $20,000 $ -- $ --
Maximum outstanding at any month end within period $20,000 $16,500 $10,500
Average amount invested during period $ 3,928 $ 564 $ 629
Average yield during period 1.45% 3.73% 6.31%
The estimated fair value of securities and short term investments
pledged for the following obligations were (in thousands):
DECEMBER 31,
----------------------------
2002 2001
-------------- -------------
FHLB advances $542,228 $167,255
Treasury tax and loan 935 3,200
Repurchase agreements 124,364 419,820
Public funds 139,358 155,502
Subordinated debentures -- 1,890
Interest rate swap and forward contracts 7,192 5,966
-------- --------
$814,077 $753,633
======== ========
The change in net unrealized holding gains or losses on available for sale
securities, included as a separate component of stockholders' equity, was as
follows (in thousands):
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------
2002 2001 2000
------------- ------------- ------------
Net change in other comprehensive income
on securities available for sale $ (3,085) $ 22,758 $ 46,577
Change in deferred taxes (benefits) on net unrealized appreciation
(depreciation) on securities available for sale (1,109) 8,124 18,002
------------- ------------- ------------
Change in stockholders' equity from net unrealized appreciation
(depreciation) on securities available for sale $ (1,976) $ 14,634 $ 28,575
============= ============= ============
F-27
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. LOANS RECEIVABLE
The loan and lease portfolio consisted of the following components:
DECEMBER 31,
---------------------------------
2002 2001
----------- -----------
(IN THOUSANDS)
Real estate loans:
Residential $ 1,378,041 $ 1,111,775
Construction and development 1,218,411 1,122,628
Commercial 755,492 522,006
Small business 98,494 43,196
Other loans:
Second mortgages - direct 261,579 166,531
Second mortgages - indirect 1,713 2,159
Commercial business 82,174 77,571
Lease financing 31,279 54,969
Small business - non-mortgage 62,599 59,041
Deposit overdrafts 2,487 2,040
Consumer loans - other direct 22,394 23,771
Consumer loans - other indirect 6,392 23,241
Loans held for sale:
Residential -- 4,757
Commercial syndication 14,499 40,774
----------- -----------
Total gross loans 3,935,554 3,254,459
----------- -----------
Adjustments:
Undisbursed portion of loans in process (511,861) (434,166)
Premiums related to purchased loans 2,159 3,065
Unearned discounts on commercial real estate loans (56) (119)
Deferred fees (5,144) (4,416)
Allowance for loan and lease losses (48,022) (44,585)
----------- -----------
Loans receivable - net $ 3,372,630 $ 2,774,238
=========== ===========
BANKATLANTIC'S LOAN PORTFOLIO HAD THE FOLLOWING GEOGRAPHIC
CONCENTRATION AT DECEMBER 31, 2002:
Florida 69%
California 5
Northeast 7
Other 19
---
Total 100%
===
SECURITIZATION ACTIVITY:
During the year ended December 31, 2000, BankAtlantic securitized $77.9
million of purchased residential loans into government agency mortgage-backed
securities. The resulting securities were classified as securities available for
sale. BankAtlantic did not securitize loans during the years ended December 31,
2002 and 2001.
DISCONTINUED AND RESTRUCTURED LENDING ACTIVITY:
The Company continuously evaluates its business units for
profitability, growth and overall efficiency. As a consequence of these
evaluations the Company closed the offices of its leasing subsidiary, Leasing
Technology, Inc., and ceased new lease originations during the third quarter of
F-28
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
2001. Included in the allowance for loan losses was $7.4 million and $8.6
million, respectively, of valuation allowances relating to lease financing
contracts as of December 31, 2002 and 2001.
In September 2000, the Company made a determination to discontinue its
purchasing and reselling of residential mortgage loans and its participation in
syndication commercial lending. The Company periodically purchased residential
loans with the intent to package, sell or securitize these loans based on
individual characteristics. As a consequence of the Company's discontinuing
these activities, $222 million of residential loans held for sale were
transferred to the held for investment portfolio, resulting in the Company
realizing a loss of $654,000 during September 2000. The Company discontinued the
origination of residential loans, except for loans that qualified under the
Community Reinvestment Act ("CRA"). The Company originated CRA loans for resale
through September 2002. During September 2002, the Company discontinued its
practice of selling the CRA loans it originates, transferred $7.3 million of CRA
loans from loans held for sale to loans held for investment and realized a
$151,000 loss at the transfer date. The Company now originates CRA loans
designated as held for investment and also originates CRA loans that are
pre-sold to correspondents. The Company continues to purchase residential loans
for its portfolio.
During the year ended December 31, 2001, the Company transferred $4.8
million of residential loans from "held for investment" to "held for sale" and
sold the loans for book value. The majority of the loans were delinquent when
purchased as part of residential loan bulk purchases during 1999 and 2000.
Management decided to sell the loans for book value instead of foreclosing on
the properties.
As a result of the Company's decision to discontinue its syndication
lending activities, the entire portfolio of $123.9 million of syndication loans
was transferred from loans "held for investment" to loans "held for sale" during
the year ended December 31, 2000. Included in the allowance for loan losses was
$300,000 and $9.1 million, respectively, of valuation allowances relating to
syndication loans as of December 31, 2002 and 2001.
ALLOWANCE FOR LOAN AND LEASE LOSSES (IN THOUSANDS):
FOR YEARS ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
-------- -------- --------
Balance, beginning of period $ 44,585 $ 47,000 $ 44,450
Loans and leases charged-off (28,663) (27,916) (32,221)
Recoveries of loans and leases previously charged-off 8,879 8,596 5,639
-------- -------- --------
Net charge-offs (19,784) (19,320) (26,582)
Allowance for loan losses, acquired 9,144 -- --
Additions charged to operations 14,077 16,905 29,132
-------- -------- --------
Balance, end of period $ 48,022 $ 44,585 $ 47,000
======== ======== ========
The following summarizes impaired loans (in thousands):
DECEMBER 31, 2002 DECEMBER 31, 2001
------------------------------ -----------------------------
GROSS GROSS
RECORDED SPECIFIC RECORDED SPECIFIC
INVESTMENT ALLOWANCES INVESTMENT ALLOWANCES
-------------- -------------- -------------- --------------
Impaired loans with specific valuation allowances $ 4,886 $1,386 $23,171 $9,936
Impaired loans without specific valuation allowances 17,478 -- 16,533 --
------- ------ ------- ------
Total $22,364 $1,386 $39,704 $9,936
======= ====== ======= ======
The average gross recorded investment in impaired loans was $39.3
million, $54.2 million and $35.9 million during the years ended December
31, 2002, 2001 and 2000, respectively.
F-29
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOREGONE INTEREST INCOME:
Interest income which would have been recorded under the contractual
terms of impaired loans and the interest income actually recognized was (in
thousands):
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
------- ------- -------
Contracted interest income $ 1,575 $ 2,815 $ 5,254
Interest income recognized (1) (768) (941) (4,129)
------- ------- -------
Foregone interest income $ 807 $ 1,874 $ 1,125
======= ======= =======
- ---------------
(1) Interest income on impaired loans was recognized on a cash basis.
Non-performing assets consist of non-accrual loans, non-accrual tax
certificates, REO and repossessed assets. Non-accrual loans are loans on which
interest recognition has been suspended because of doubts as to the borrower's
ability to repay principal or interest. Non-accrual tax certificates are tax
deeds or certificates in which interest recognition has been suspended due to
the aging of the certificate or deed.
NON-PERFORMING ASSETS (IN THOUSANDS):
DECEMBER 31,
----------------------------------------------
2002 2001 2000
-------- -------- --------
Non-accrual -- tax certificates $ 1,419 $ 1,727 $ 2,491
Non-accrual -- loans
Residential 12,773 9,203 11,229
Syndication -- 10,700 --
Commercial real estate and business 1,474 13,066 1,705
Small business 239 905 2,532
Lease financing 3,900 2,585 1,515
Consumer 532 796 1,944
Real estate owned, net of allowance 9,607 3,904 4,499
Other repossessed assets 4 17 1,742
-------- -------- --------
Total non-performing assets 29,948 42,903 27,657
Specific valuation allowance (1,386) (9,936) (819)
-------- -------- --------
Total non-performing assets, net $ 28,562 $ 32,967 $ 26,838
======== ======== ========
Other potential problem loans (in thousands):
DECEMBER 31,
---------------------------------------
2002 2001 2000
------ ------ -------
Loans contractually past due 90 days or more
and still accruing $ 100 $ -- $ 7,086
Performing impaired loans, net of specific allowances -- -- 15,001
Restructured loans 1,882 743 --
Delinquent residential loans purchased 1,464 1,705 5,389
------ ------ -------
Total potential problem loans $3,446 $2,448 $27,476
====== ====== =======
Other potential problem loans consist of: (1) loans contractually past
due 90 days or more and still accruing, (2) restructured loans, (3) performing
impaired loans and (4) delinquent residential loans purchased. Loans
contractually past due 90 days or more represent loans that have matured and the
F-30
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
borrower continues to make the payments under the matured loan agreement.
BankAtlantic is in the process of renewing or extending these matured loans.
Restructured loans are loans in which the original terms were modified granting
the borrower loan concessions due to financial difficulties. Performing impaired
loans are still accruing impaired loans, and delinquent purchased loans were
non-performing residential loans purchased at a discount. During the year ended
December 31, 2001 $3.7 million of delinquent residential loans purchased were
sold at book value. There were no commitments to lend additional funds on
non-performing loans or potential problem loans at December 31, 2002. Excluded
from the table was $9.7 million of securities owned that were not accruing
interest at December 31, 2002.
FORECLOSED ASSET ACTIVITY IN NON-INTEREST EXPENSE (IN THOUSANDS):
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
------- ------- ----
Real estate acquired in settlement of loans
and tax certificates:
Operating expenses, net $ 872 $ 160 $186
Provisions for losses on REO 1,467 117 134
Net (gains) losses on sales (117) (1,053) 107
------- ------- ----
Total (income) loss $ 2,222 $ (776) $427
======= ======= ====
Activity in the allowance for real estate owned consisted of (in
thousands):
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------
2002 2001 2000
------- ----- -----
Balance, beginning of period $ -- $ 310 $ 310
Net charge-offs:
Commercial real estate (1,500) (220) --
Residential real estate 33 (207) (134)
------- ----- -----
Total net charge-offs (1,467) (427) (134)
Provision for losses on REO 1,467 117 134
------- ----- -----
Balance, end of period $ -- $ -- $ 310
======= ===== =====
Accrued interest receivable consisted of (in thousands):
DECEMBER 31,
------------------------
2002 2001
------- -------
Loans receivable $17,555 $16,413
Investment securities and tax certificates 11,390 12,003
Interest rate swaps 789 317
Securities available for sale 4,250 4,973
------- -------
$33,984 $33,706
======= =======
5. RESTRUCTURING CHARGES, IMPAIRMENT WRITE-DOWNS AND DISCONTINUED OPERATIONS
RESTRUCTURING CHARGES AND WRITE-DOWNS:
During June 2002, we adopted a plan to discontinue certain ATM
relationships, resulting in an $801,000 restructuring charge and a $206,000
impairment write-down. These relationships were primarily with convenience
stores and gas stations and did not currently meet our performance expectations
and were unlikely to meet our future profitability goals. Our remaining ATM
machines (approximately 186 machines) are primarily located in our branch
network, on cruise ships and in other remote locations. The restructuring plan
was completed during the fourth quarter of 2002 with no adjustments to the
original restructuring charge.
F-31
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
During 2001, the Company evaluated the performance of its in-store
branches in relation to its core business strategy and decided to exit the line
of business. The in-store branches were evaluated for asset impairment which
resulted in a $550,000 write-down. The fair value of impaired assets was
estimated through sales contracts on specific in-store branches and discounted
cash flows on in-store branches anticipated to be closed in subsequent periods.
The Company sold fourteen in-store branches to unrelated financial institutions
for gains of $384,000 and $1.6 million during the years ended December 31, 2002
and 2001, respectively. The Company closed two in-store branches and relocated
the deposits.
During December 2000, the Company adopted a plan to terminate its ATM
relationships with certain retail outlets, resulting in a $2.1 million
restructuring charge and a $509,000 impairment write-down. The above
relationships did not meet the Company's strategic goals or required investment
returns. During the 2001 second quarter, the restructuring charge liability
associated with exiting retail outlet relationships was adjusted downward by
$219,000 to reflect lower ATM lease termination costs than projected when the
restructuring charge was first determined. The restructuring plan was completed
during the fourth quarter of 2001.
DISCONTINUED OPERATIONS:
At December 31, 1998, the Board of Directors adopted a formal plan to
dispose of the Company's mortgage servicing business ("MSB") operations. The
Company concluded that this business line no longer met the Company's standards
for profitability. The exit plan was substantially completed during the year
ended December 31, 1999 following the sale of the servicing portfolio in July
1999.
During the year ended December 31, 2000, the Company recognized a
$669,000 gain, net of taxes from discontinued operations. The gain primarily
resulted from a higher than projected gain on the sale of a building formerly
used by the mortgage servicing unit.
6. OFFICE PROPERTIES AND EQUIPMENT
Office properties and equipment was comprised of (in thousands):
DECEMBER 31,
----------------------------
2002 2001
----------------------------
Land $ 22,668 $ 14,977
Buildings and improvements 53,317 45,365
Furniture and equipment 59,881 40,341
------------- -------------
Total 135,866 100,683
Less accumulated depreciation 43,167 38,998
------------- -------------
Office properties and equipment -- net $ 92,699 $ 61,685
============== =============
F-32
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. DEPOSITS
The weighted average nominal interest rate payable on deposit accounts
at December 31, 2002 and 2001 was 1.79% and 2.74%, respectively. The stated
rates and balances at which BankAtlantic paid interest on deposits were:
DECEMBER 31,
----------------------------------------------------
2002 2001
-------------------------- -------------------------
AMOUNT PERCENT AMOUNT PERCENT
------------ -------- --------- ---------
(DOLLARS IN THOUSANDS)
Interest free checking $ 462,718 15.84% $ 285,918 12.56%
Insured money fund savings
1.20% at December 31, 2002
1.81% at December 31, 2001 775,175 26.54 589,045 25.87
NOW accounts
0.50% at December 31, 2002
0.70% at December 31, 2001 399,985 13.70 218,261 9.59
Savings accounts
0.56% at December 31, 2002
0.90% at December 31, 2001 163,641 5.60 98,202 4.31
---------- ------ ---------- ------
Total non-certificate accounts 1,801,519 61.68 1,191,426 52.33
---------- ------ ---------- ------
Certificate accounts:
0.00% to 2.00% 259,328 8.88 45,509 2.00
2.01% to 3.00% 222,475 7.62 87,114 3.83
3.01% to 4.00% 65,972 2.26 126,312 5.55
4.01% to 5.00% 284,611 9.75 430,741 18.92
5.01% and greater 280,193 9.59 388,732 17.07
---------- ------ ---------- ------
Total certificate accounts 1,112,579 38.10 1,078,408 47.37
---------- ------ ---------- ------
Total deposit accounts 2,914,098 99.78 2,269,834 99.70
Fair value adjustment related to hedged deposits 843 0.03 1,326 0.06
Fair value adjustment related to acquisitions 929 0.03 0 0.00
Interest earned not credited to deposit accounts 4,685 0.16 5,407 0.24
---------- ------ ---------- ------
Total $2,920,555 100.00% $2,276,567 100.00%
========== ====== ========== ======
Interest expense by deposit category was (in thousands):
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------
2002 2001 2000
--------- --------- ---------
Money fund savings and NOW accounts $ 15,338 $ 20,241 $ 26,156
Savings accounts 1,362 1,451 1,267
Certificate accounts -- below $100,000 24,177 30,324 40,394
Certificate accounts, $100,000 and above 22,140 33,960 24,246
Less early withdrawal penalty (240) (308) (340)
-------- -------- --------
Total $ 62,777 $ 85,668 $ 91,723
======== ======== ========
F-33
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
At December 31, 2002, the amounts of scheduled maturities of
certificate accounts were (in thousands):
YEAR ENDING DECEMBER 31
----------------------------------------------------------------------------------------
2003 2004 2005 2006 2007 THEREAFTER
--------- --------- --------- -------- --------- ----------
0.00% to 2.00% $241,815 $ 16,841 $ 529 $ 46 $ 97 $ --
2.01% to 3.00% 196,941 18,495 6,228 167 645 --
3.01% to 4.00% 17,643 10,806 28,943 2,525 5,666 389
4.01% to 5.00% 135,603 42,089 56,715 31,614 18,589 1
5.01% and greater 66,998 68,486 28,890 3,495 79,205 33,118
-------- -------- -------- ------- -------- -------
Total $659,000 $156,717 $121,305 $37,847 $104,202 $33,508
======== ======== ======== ======= ======== =======
Time deposits of $100,000 and over had the following maturities (in
thousands):
DECEMBER 31,
2002
----------------
3 months or less $ 125,444
4 to 6 months 122,891
7 to 12 months 55,929
More than 12 months 228,405
----------------
Total $ 532,669
================
Included in certificate accounts at December 31 was (in thousands):
2002 2001
------------ -------------
Brokered deposits $ 37,857 $ 48,000
Public deposits 286,908 307,026
----------- -------------
Total institutional deposits $ 324,765 $ 355,026
=========== =============
Ryan Beck acted as principal dealer in obtaining $22.9 million and
$28.0 million of the brokered deposits outstanding as of December 31, 2002 and
2001, respectively. BankAtlantic has various relationships for obtaining
brokered deposits. These relationships are considered as an alternative source
of borrowings, when and if needed. At December 31, 2002, $33 million of ten and
fifteen year callable fixed rate time deposits with an average interest rate of
5.89% were included with brokered deposits. Callable interest rate swap
contracts were written to swap the 5.89% average fixed interest rate to a three
month LIBOR interest rate (see Note 19).
F-34
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
8. ADVANCES FROM FEDERAL HOME LOAN BANK AND FEDERAL FUNDS PURCHASED
ADVANCES FROM FEDERAL HOME LOAN BANK ("FHLB") (DOLLARS IN THOUSANDS):
DECEMBER 31
PAYABLE DURING YEAR ----------------------------
ENDING DECEMBER 31, YEAR CALLABLE INTEREST RATE 2002 2001
- ---------------------------------------------- ---------------- ----------------------- ------------- -------------
2002 5.16% to 7.18% $ -- $ 126,490
2003 5.39% to 7.25% 145,611 144,540
2004 2.80% to 5.68% 128,750 85,000
2005 6.09% to 6.15% 75,000 75,000
2007 5.68% 25,000 --
2010 5.84% to 6.34% 32,000 --
------------- -------------
TOTAL FIXED RATE ADVANCES (NON-CALLABLE) 406,361 431,030
------------- -------------
2007 2002 5.68% -- 25,000
2007 2003 1.69% to 1.93% 122,500 --
2008 2003 4.87% to 5.67% 492,000 465,000
2010 2002 5.84% -- 30,000
2011 2004 4.50% to 4.90% 50,000 50,000
2011 2005 5.05% 30,000 30,000
------------- -------------
TOTAL CALLABLE FIXED RATE ADVANCES - EUROPEAN 694,500 600,000
------------- -------------
2004 2003 5.47% 10,000 --
2009 2003 5.06% 10,000 --
2010 2003 5.52% 30,000 --
------------- -------------
TOTAL CALLABLE FIXED RATE ADVANCES - BERMUDA 50,000 --
------------- -------------
ADJUSTABLE RATE ADVANCES
2003 4.90% 50,000 50,000
2003 4.15% 18,000 --
2004 1.40% 50,000 --
2006 5.46% 25,000 25,000
------------- -------------
TOTAL ADJUSTABLE RATE ADVANCES 143,000 75,000
------------- -------------
FAIR VALUE ADJUSTMENTS RELATED TO ACQUISITIONS 3,309 --
------------- -------------
TOTAL FHLB ADVANCES $ 1,297,170 $ 1,106,030
============= =============
AVERAGE COST DURING PERIOD 5.21% 5.61%
------------- -------------
AVERAGE COST END OF PERIOD 4.83% 5.53%
============= =============
European callable advances give the FHLB the option to reprice the
advance at a specific future date. Bermuda callable advances give the FHLB the
option to reprice the advance anytime from the call date until the payable date.
Upon the FHLB's exercising its call option, the Company has the option to
convert to a three month LIBOR-based floating rate advance, pay off the advance
or convert to another fixed rate advance. At December 31, 2002, $1.4 billion of
1-4 family residential loans, $286.4 million of commercial real estate loans and
$255.8 million of consumer loans were pledged against FHLB advances. In
addition, FHLB stock is pledged as collateral for outstanding FHLB advances.
BankAtlantic's line of credit with the FHLB is limited to 30% of assets, subject
to available collateral, with a maximum term of 10 years. On December 31, 2002,
BankAtlantic pledged $21.4 million of consumer loans to the Federal Reserve Bank
of Atlanta ("FRB") as collateral for potential advances of $17.1 million. The
FRB line of credit has not yet been utilized by the Company.
F-35
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FEDERAL FUNDS PURCHASED:
BankAtlantic established $160.0 million of lines of credit with other
banking institutions for the purchase of federal funds. The following table
provides information on federal funds purchased at December 31, (dollars in
thousands):
2002 2001 2000
--------------- -------------- --------------
Ending balance $ -- $ 61,000 $ 9,700
Maximum outstanding at any month end
within period $85,000 $107,000 $21,500
Average amount outstanding during period $47,704 $ 54,167 $12,300
Average cost during period 1.85% 3.86% 6.57%
9. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Securities sold under agreements to repurchase are summarized below (in
thousands):
DECEMBER 31,
---------------------------
2002 2001
------------ --------------
Agreements to repurchase the same security $ -- $255,408
Customer repurchase agreements 116,279 150,662
-------- --------
Total $116,279 $406,070
======== ========
Securities sold under agreements to repurchase represent transactions
whereby the Company sells a portion of its current investment portfolio (usually
MBS's and REMIC's) at a negotiated rate and agrees to repurchase the same assets
on a specified future date. The Company issues repurchase agreements to
institutions and to its customers. These transactions are collateralized by
investment securities. Customer repurchase agreements are not insured by the
FDIC.
The following table provides information on the agreements to
repurchase (dollars in thousands):
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------
2002 2001 2000
---------------- ---------------- ----------------
Maximum borrowing at any month-end within the period $ 540,880 $ 714,121 $ 686,586
Average borrowing during the period $ 327,001 $ 542,296 $ 550,878
Average interest cost during the period 1.73% 4.09% 6.14%
Average interest cost at end of the period 1.08% 1.52% 6.40%
F-36
The following table lists the amortized cost and estimated fair value
of securities sold under repurchase agreements, and the repurchase liability
associated with such transactions (dollars in thousands):
WEIGHTED
ESTIMATED AVERAGE
AMORTIZED FAIR REPURCHASE INTEREST
COST VALUE BALANCE RATE
-------------- -------------- ---------------- -------------
DECEMBER 31, 2002 (1)
Mortgage-backed securities $113,494 $117,317 $109,690 1.08%
REMIC 7,024 7,047 6,589 1.08
-------- -------- -------- ----
Total $120,518 $124,364 $116,279 1.08%
======== ======== ======== ====
DECEMBER 31, 2001 (1)
Mortgage-backed securities $220,259 $225,494 $217,630 1.73%
REMIC 191,204 194,326 188,440 1.30
-------- -------- -------- ----
Total $411,463 $419,820 $406,070 1.52%
======== ======== ======== ====
(1) At December 31, 2002, all securities were classified as
available for sale. At December 31, 2001 $249.4 million of
these securities were classified as available for sale and
$170.4 million of these securities were classified as held to
maturity. The available for sale securities were recorded at
fair value and the held to maturity securities were recorded
at amortized cost in the consolidated statements of financial
condition.
All repurchase agreements existing at December 31, 2002 matured and
were repaid in January 2003. These securities were held by unrelated broker
dealers.
F-37
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10. SUBORDINATED DEBENTURES, OTHER DEBT, AND TRUST PREFERRED SECURITIES
The Company had the following subordinated debentures, trust preferred
securities and notes and bonds payable outstanding at December 31, 2002 and 2001
(in thousands):
BEGINNING
DECEMBER 31, OPTIONAL
ISSUE --------------------------- INTEREST MATURITY REDEMPTION
DATE 2002 2001 RATE DATE DATE
---------- --------- ------------ ------------ --------- -----------
BBC BORROWINGS
9% debentures 9/22/95 $ -- $ 21,000 9.00 % 10/1/2005 10/1/1998
5 5/8% convertible debentures (1) 11/25/97 46,042 46,067 5.63 % 12/1/2007 12/1/2000
Bank line of credit 8/24/00 16,100 100 Prime -.50 % 9/1/2004 N/A
Notes payable - retention plan 6/28/02 3,675 -- 5.75 % 6/28/2003 N/A
-------- -----------
TOTAL BBC BORROWINGS 65,817 67,167
-------- -----------
BANKATLANTIC BORROWINGS
Subordinated debentures (2) 10/29/02 22,000 -- LIBOR + 3.45 % 11/7/2012 10/29/2007
Mortgage-Backed Bond 3/22/02 13,755 -- (3) 9/30/2013 N/A
-------- -----------
TOTAL BANKATLANTIC BORROWINGS 35,755 --
-------- -----------
LEVITT BORROWINGS
Acquisition Note 9/15/00 10,500 12,400 Prime+1/2 % 9/1/2005 N/A
Working Capital Line 9/15/00 3,500 3,500 Prime+1 % 9/15/2004 N/A
Development Bonds Various 4,581 8,635 Various % Various N/A
Working capital line of credit 9/20/01 112 -- LIBOR + 2.75 % 9/30/2003 N/A
Acquisition and Development Notes Various 70,802 39,206 Various % Various N/A
Other loans 9/25/01 445 520 Various % Various N/A
-------- -----------
TOTAL LEVITT BORROWINGS 89,940 64,261
-------- -----------
RYAN BECK BORROWINGS
Notes Payable 4/26/02 2,304 -- LIBOR + 2.65 % 5/1/2004 N/A
-------- -----------
TOTAL DEBENTURES, NOTES AND BONDS $193,816 131,428
======== ===========
BBC Capital Trust I 4/24/97 $ -- $ 74,750 9.50 % 6/30/2027 6/30/2002
BBC Capital Trust II 3/5/2002 55,375 -- 8.50 % 3/31/2032 3/31/2007
BBC Capital Trust III 6/26/2002 25,000 -- LIBOR + 3.45 % 6/26/2032 6/26/2007
BBC Capital Trust IV 9/26/2002 25,000 -- LIBOR + 3.40 % 9/26/2032 9/26/2007
BBC Capital Trust V 9/27/2002 10,000 -- LIBOR + 3.40 % 9/27/2032 9/27/2007
BBC Capital Trust VI 12/10/2002 15,000 -- LIBOR + 3.35 % 12/10/2032 12/10/2007
BBC Capital Trust VII 12/19/2002 25,000 -- LIBOR + 3.25 % 12/19/2032 12/19/2007
BBC Capital Trust VIII 12/19/2002 15,000 -- LIBOR + 3.35 % 12/19/2032 12/19/2007
BBC Capital Trust IX 12/19/2002 10,000 -- LIBOR + 3.35 % 12/19/2032 12/19/2007
-------- -----------
TOTAL TRUST PREFERRED SECURITIES (2) $180,375 $ 74,750
======== ===========
Total $374,191 $ 206,178
======== ===========
-------------------------------
(1) Convertible at the option of the holder into shares of Class A common
stock at a conversion price of $11.25 per share.
(2) LIBOR interest rates are indexed to 3-month LIBOR and adjust quarterly.
(3) The bonds adjust semi-annually to the ten year treasury constant
maturity rate minus 23 basis points.
$7.3 million and $3.6 million of unamortized underwriting discounts and
costs associated with the issuance of subordinated debentures, trust preferred
securities and other debt were included in other assets at December 31, 2002 and
2001, respectively.
F-38
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
ANNUAL MATURITIES OF SUBORDINATED DEBENTURES AND OTHER DEBT (IN THOUSANDS):
YEAR ENDING
DECEMBER 31, AMOUNT
------------ -------------
2003 $ 17,277
2004 22,620
2005 35,204
2006 2,718
2007 65,031
Thereafter 231,341
-------------
$ 374,191
=============
RETIREMENT OF DEBT:
During December 2002, the Company used the proceeds from the issuance
of trust preferred securities to retire $21 million of 9% subordinated
debentures and $74.8 million of 9.5% trust preferred securities. The Company
wrote off $2.4 million of deferred offering costs associated with the retirement
of the debentures and trust preferred securities and incurred a $716,000 call
premium.
During the year ended December 31, 2000, the Company issued $34.8
million of subordinated investment notes. During the year ended December 31,
2001, the Company redeemed the subordinated investment notes and wrote off
$389,000 of deferred offering costs.
In August 2001, the Company called for redemption approximately $51
million in principal amount of its outstanding 6-3/4% convertible subordinated
debentures due 2006. At the redemption date of September 19, 2001, all but
approximately $251,000 of the 6-3/4% convertible debentures were converted by
holders into an aggregate of 8,919,649 shares of Class A common stock. The
debentures were convertible into Class A common stock at a conversion price of
$5.70. During the year ended December 31, 2000 the Company issued 5,965 shares
of Class A common stock upon conversion of $34,000 of the Company's 6-3/4%
debentures.
During the year ended December 31, 2000, the Company repurchased $53.8
million aggregate principal amount of the Company's 5-5/8% Debentures and
recognized a $12.2 million gain in conjunction with these purchases. Included in
the gain was a $1.4 million write-off of deferred offering costs.
BBC:
REVOLVING CREDIT FACILITY:
On August 24, 2000, the Company entered into a revolving credit
facility of $20 million from an independent financial institution. The credit
facility contains customary financial covenants relating to regulatory capital
and maintenance of certain loan loss reserves and is secured by the common stock
of BankAtlantic. On September 17, 2001 the maturity date of the credit facility
was extended to September 2004, and the maximum outstanding balance of the
credit facility was increased from $20 million to $30 million. The Company was
in compliance with all loan covenants at December 31, 2002.
NOTES PAYABLE RETENTION PLAN:
On June 28, 2002, the participants in the BankAtlantic Bancorp, Inc.
Deferred Compensation Plan vested in their compensation awards and the Company
elected to issue notes for 50% of the award. All of the notes to the
participants mature on June 28, 2003 and bear interest at 5.75%.
BANKATLANTIC:
In connection with the acquisition of Community, BankAtlantic acquired
a $15.9 million mortgage-backed bond at a $14.3 million fair value at the
acquisition date. The bond had a $15.2 million outstanding principal balance at
December 31, 2002. BankAtlantic pledged $25.8 million of residential loans as
collateral for this bond at December 31, 2002.
F-39
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In October 2002, BankAtlantic issued $22 million of floating rate
subordinated debentures due 2012. The Subordinated Debentures pay interest
quarterly at a floating rate equal to 3-month LIBOR plus 345 basis points and
are redeemable after October 2007 at a price based upon then prevailing market
interest rates. The net proceeds have been used by BankAtlantic for general
corporate purposes to support asset growth. The subordinated debentures were
issued by BankAtlantic in a private transaction as part of a larger pooled
securities offering. The subordinated debentures currently qualify for inclusion
in BankAtlantic's total risk based capital.
LEVITT CORPORATION:
Levitt acquisition and development loan obligations are secured by land
acquisitions, construction and development of various communities located in
Florida. The fixed rate loan totaled $13.0 million and has an interest rate of
7.50% and a maturity date of May 2012. The variable rate loans total $57.8
million and are indexed to the prime rate of interest with maturity dates
ranging from February 2003 to August 2007. The unused commitments on these
various mortgage obligations were $51.7 million at December 31, 2002.
Levitt borrowed $15 million from an unaffiliated financial institution
to finance the purchase of Levitt and Sons. The obligation is secured by the
stock of Levitt and Sons, and covenants in the loan agreement prohibit the
payment of dividends or other advances by Levitt to the Company. There is
currently $10.5 million outstanding on this loan.
Levitt and Sons has a credit agreement with a non-affiliated financial
institution to provide a working capital line of credit of $7.5 million. At
December 31, 2002, Levitt and Sons had available credit of approximately $4.0
million and had a balance outstanding of $3.5 million. The credit facility
matures September 2004. On or before June 30th of each calendar year (other than
the year of the maturity date, as may be extended) the financial institution may
at its sole discretion offer the option to extend the term of the loan for a
one-year period.
Core Communities has a credit agreement with a non-affiliated financial
institution to provide a line of credit, with availability based on the value of
underlying collateral. At December 31, 2002, Core Communities had available
credit under this agreement of $1.7 million. At December 31, 2002, the balance
outstanding was approximately $112,000.
The St. Lucie West Services District (the "District") is an independent
unit of local government created in 1989 in accordance with the Uniform
Community Development District Act of 1980, Chapter 190, Florida Statutes (the
"Act"). The Act was enacted in order to provide a uniform method for the
establishment of individual assessment districts to own, operate, build and
finance basic community development services, including water and wastewater
utility facilities, roadways and surface water management infrastructure. Levitt
would otherwise be obligated to finance and construct such infrastructure as a
condition to obtain certain approvals necessary in the normal course of
business. At December 31, 2002, the outstanding balance of these development
bonds were $4.6 million. The bonds are fixed rate loans with interest rates
ranging from 5.88% to 6.50% with maturity dates ranging from October 2004 to May
2009.
The Act provides the District with the power to issue tax-exempt bond
financing in order to pay all or part of the cost of infrastructure improvements
authorized under the Act. The use of this type of bond financing is a common
practice for major land developers in Florida. The Act further provides the
District with the power to levy special assessments on virtually all of the
lands within the boundaries of St. Lucie West to pay the principal and interest
on tax-exempt bonds issued to finance common-use service facilities and
infrastructure.
The governing body of the District is the Board of Supervisors,
comprised of five Supervisors, which are elected based exclusively upon the vote
of the qualified electors in the District. As a landowner in the District,
Levitt is responsible for its pro-rata share of assessments from the District.
When Levitt sells a parcel of land, the liability for the assessments related to
parcels sold transfers to the end users of land through an assessment lien on
their property.
Levitt entered into a connection fee guarantee agreement with the St.
Lucie West Services District. The agreement provides that Levitt will prepay
sufficient water and sewer connection fees to service outstanding bonds of the
District. Levitt has no underlying guarantee obligation in connection with the
District Bonds. No amounts have been funded pursuant to the agreement and the
connection fees as of December 31, 2002 are in excess of that required by the
agreement through at least the next three years.
During 2002, additional tax-exempt financing entities were formed to
serve as a conduit for the expected financing of basic infrastructure for
Tradition Development Company LLC, Live Oak Development 1, LLC and Live Oak
F-40
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Commercial 1, LLC. These entities are wholly-owned subsidiaries of Core
Communities. The additional tax-exempt financing entities formed during 2002
were formed in accordance with the Act. There has been no bond financing nor any
assessments levied in connection with the tax-exempt financing entities formed
during 2002.
The Company is not a guarantor on Levitt's obligations. Intercompany
loans to Levitt from BankAtlantic were $27.5 million and $27.9 million at
December 31, 2002 and 2001, respectively. During the year ended December 31,
2002, Levitt borrowed $30 million from BankAtlantic Bancorp, Inc. to fund its
purchase of Bluegreen Corporation common stock. The above intercompany loans
were eliminated in consolidation.
Some of our borrowings contain covenants that, among other things,
require us to maintain certain financial ratios and a minimum net worth. These
covenants may have the effect of limiting the amount of debt that we can incur
in the future and restricting the payment of dividends from Levitt's
subsidiaries to Levitt Corporation. At December 31, 2002, we were in compliance
with all loan agreement financial covenants.
RYAN BECK:
At December 31, 2002, Ryan Beck had a line of credit facility with an
unrelated financial institution in the amount of $10 million with an interest
rate of LIBOR plus 1.50%. The line expires on April 1, 2003, and is secured by
certificates of deposit ("CDs") from Ryan Beck's certificate of deposit
wholesale business. There were no amounts outstanding under this facility at
December 31, 2002. During the year ended December 31, 2002, Ryan Beck borrowed
$5.0 million from BankAtlantic Bancorp, Inc. for general corporate purposes.
This intercompany loan was eliminated in consolidation.
As part of the Gruntal transaction, Ryan Beck assumed a $3.4 million
note payable secured by leasehold improvements and equipment in nine branch
locations. The note bears interest at 3-month LIBOR plus 265 basis points and
matures on May 1, 2004. The outstanding balance of this note at December 31,
2002 was $2.3 million.
TRUST PREFERRED SECURITIES:
The Company has formed nine statutory business trusts ("Trusts") for the
purpose of issuing Trust Preferred Securities ("trust preferred securities") and
investing the proceeds thereof in junior subordinated debentures of the Company.
The Trusts used the proceeds from issuing trust preferred securities and the
issuance of its common securities to the Company to purchase junior subordinated
debentures from the Company. Interest on the junior subordinated debentures and
distributions on the trust preferred securities are payable quarterly in
arrears. Distributions on the trust preferred securities are cumulative and are
based upon the liquidation value of the trust preferred security. The Company
has the right, at any time, as long as there are no continuing events of
default, to defer payments of interest on the junior subordinated debentures for
a period not exceeding 20 consecutive quarters; but not beyond the stated
maturity of the junior subordinated debentures. To date no interest has been
deferred. The trust preferred securities are subject to mandatory redemption, in
whole or in part, upon repayment of the junior subordinated debentures at
maturity or their earlier redemption. The Company has the right to redeem the
junior subordinated debentures five years from the issue date and also has the
right to redeem the junior subordinated debentures in whole (but not in part)
within 180 days following certain events, as defined, whether occurring before
or after the redemption date and therefore cause a mandatory redemption of the
trust preferred securities. The exercise of such right is subject to the Company
having received regulatory approval, if required under applicable capital
guidelines or regulatory policies. In addition, the Company has the right, at
any time, to shorten the maturity of the junior subordinated debentures to a
date not earlier than the redemption date. Exercise of this right is also
subject to the Company's having received regulatory approval, if required under
applicable capital guidelines or regulatory policies.
F-41
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The names of the statutory trusts, shares issued and liquidation value
of the trust preferred securities is as follows:
NAME OF
STATUTORY SHARES LIQUIDATION
TRUST ISSUED VALUE
-------------------------------------------------
BBC Capital Trust I 2,999,000 $ 25
BBC Capital Trust II 2,215,000 25
BBC Capital Trust III 25,000 1,000
BBC Capital Trust IV 25,000 1,000
BBC Capital Trust V 10,000 1,000
BBC Capital Trust VI 15,000 1,000
BBC Capital Trust VII 25,000 1,000
BBC Capital Trust VIII 15,000 1,000
BBC Capital Trust IX 10,000 1,000
During the year ended December 31, 2002, the Company participated in
seven pooled trust preferred securities offerings in which an aggregate of $125
million of trust preferred securities were issued. The trust preferred
securities pay interest quarterly at a floating rate equal to 3-month LIBOR plus
a spread and are redeemable five years from the issue date. The net proceeds to
the Company from the trust preferred securities offerings after placement fees
and expenses were approximately $121.1 million. Additionally, in March 2002, the
Company completed an underwritten public offering in which the Company's wholly
owned statutory trust ("BBC Capital II") issued $55.4 million of trust preferred
securities. These trust preferred securities pay distributions quarterly at an
8.50% fixed rate. The net proceeds to the Company from the publicly offered
trust preferred securities after underwriting discounts and expenses was
approximately $53.3 million.
The Company used the proceeds from the above trust preferred securities
offerings to retire the subordinated investment notes, the 9.5% trust preferred
securities and the 9% debentures mentioned above, to fund a portion of
BankAtlantic's purchase of Community, Levitt's investment in Bluegreen
Corporation and Ryan Beck's acquisition of certain assets and the assumption of
certain liabilities of Gruntal & Co., and for general corporate purposes.
INDENTURES
The Indentures relating to all of the Debentures (including those
related to the junior subordinated debentures) contain certain customary
covenants found in Indentures under the Trust Indenture Act, including covenants
with respect to the payment of principal and interest, maintenance of an office
or agency for administering the Debentures, holding of funds for payments on the
Debentures in trust, payment by the Company of taxes and other claims,
maintenance by the Company of its properties and its corporate existence and
delivery of annual certifications to the Trustee.
11. RESTRICTED STOCK, COMMON STOCK AND COMMON STOCK OPTION PLANS
ISSUANCE OF CLASS A COMMON STOCK
During December 2001, the Company sold 6.9 million shares of its Class
A common stock in an underwritten public offering at a price of $8.25 per share.
The net proceeds after underwriting discounts and expenses were approximately
$53.5 million. The Company used the proceeds to fund a portion of the purchase
price to acquire Community.
On August 15, 2001, the Company called for redemption approximately $51
million in principal amount of its outstanding 6-3/4% Convertible Subordinated
Debentures due 2006. The 6 3/4% Convertible Debentures were convertible into
Class A common stock at $5.70 per share. At the redemption date on September 19,
2001, all but approximately $251,000 of the 6 3/4% Convertible Debentures were
converted by holders into an aggregate of 8,919,649 shares of Class A common
stock.
During July 2001, the Company sold 5.1 million shares of its Class A
common stock in an underwritten public offering at a price of $8.50 per share.
The net proceeds after underwriting discounts and expenses were approximately
F-42
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
$40.3 million and were used to redeem approximately $34.8 million of the
Company's subordinated investment notes and for general corporate purposes.
During the years ended December 31, 2002, 2001 and 2000, the Company
received net proceeds of $1.2 million, $1.6 million and $2.2 million,
respectively, from the exercise of stock options.
RETIREMENT OF PUBLIC CLASS B COMMON STOCK:
On August 17, 2000, the Company's Class A and Class B shareholders
approved a transaction which resulted in the redemption and retirement of all
publicly held shares of Class B common stock at a price of $6.00 per share.
Pursuant to the transaction, the Company paid $33.2 million (including $1.5
million of transaction expenses) to retire 5,275,752 shares of Class B common
stock. As a result of the transaction, BFC became the sole holder of the Class B
common stock. The Class A common stock remained outstanding and unchanged by the
transaction.
Outstanding options to purchase Class A common stock remained
exercisable for the same number of shares of Class A common stock of the Company
as the surviving corporation for the same exercise price and upon the same terms
as in effect before the corporate transaction. Likewise, the Company's 6-3/4%
Convertible Subordinated Debentures due 2006 and 5-5/8% Convertible Subordinated
Debentures due 2007 remained convertible into the same number of shares of Class
A common stock of the Company at the same conversion price and upon the same
terms as in effect before the corporate transaction.
The redemption and retirement of all publicly held outstanding shares
of Class B common stock resulted in compensation expense of $1.3 million for the
year ended December 31, 2001. The compensation charge resulted from retirement
of shares of Class B common stock in the corporate transaction from holders who
received these shares upon exercise of options to acquire Class B common stock
within six months of the date of retirement.
RESTRICTED STOCK:
During the years ended December 31, 2002 and 2001, the Company issued
1,500 and 196,500 shares, respectively, of restricted Class A common stock to
certain key employees of BankAtlantic. The restricted stock vests over
designated periods and had a fair market value of $17,000 and $1.4 million on
the issue dates, respectively. During the year ended December 31, 2002 21,000
shares of restricted stock vested and 175,500 shares of restricted stock remain
outstanding.
The Company in December 1998, adopted a Restricted Stock Incentive Plan
("BankAtlantic Bancorp-Ryan Beck Restricted Stock Incentive Plan") to provide
additional incentives to officers and key employees of its subsidiary, Ryan
Beck. The Plan provided up to 862,500 shares of restricted Class A common stock,
of which not more than 287,500 shares may be granted to any one person. The Plan
allows the Board of Directors of the Company to impose an annual cap on awards.
The Board granted 16,287 shares of restricted Class A common stock
under this plan to key employees of Ryan Beck in 2001. The fair value of the
awards is recorded as compensation expense over the vesting period. The
restricted stock vests over designated periods and the shares granted in 2001
had a fair market value of $100,000 at the grant date.
RETENTION POOL:
In connection with the acquisition of Ryan Beck in June 1998, the
Company established a retention pool covering certain key officers of Ryan Beck,
under which 785,866 shares of restricted Class A common stock were issued to key
employees. The retention pool was valued at $8.1 million at the acquisition
date, and the shares vested four years from the date of acquisition and are
treated as compensation expense. 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. The deferred compensation awards were granted under the
BankAtlantic Bancorp, Inc. Deferred Compensation Plan ("Plan"). The purpose of
the plan was to provide employees of Ryan Beck with a cash-based deferred
compensation plan in exchange for their interest in the restricted Class A
common stock issued upon the establishment of the retention pool. On March 1,
2000, 749,533 shares of restricted Class A common stock out of the 755,474
shares of restricted common stock outstanding were retired in exchange for the
establishment of interests in the new plan in the aggregate amount of $7.8
million. All participant accounts under the plan vested on June 28, 2002, and
the remaining participants received, in the aggregate, 5,941 shares of Class A
common stock, and $3.8 million in cash and notes payable for an aggregate
principal amount of $3.7 million.
F-43
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The notes payable mature on June 28, 2003 and bear interest at 5.75%. Included
in the Company's Statement of Operations during 2002, 2001 and 2000 was $1.0
million, $2.0 million and $1.9 million, respectively, of compensation expense
associated with the Plan.
STOCK REPURCHASES:
In July 1999, the Board approved a plan to purchase up to 3.5 million
shares of common stock. During the year ended December 31, 2000, the Company
paid $4.4 million to repurchase 736,000 shares of Class B common stock.
STOCK OPTION PLANS:
STOCK OPTION PLANS
-------------------------------------------------------------------------
MAXIMUM TERM SHARES CLASS OF VESTING TYPE OF OPTIONS
(3) AUTHORIZED (6) STOCK REQUIREMENTS (5)
-------------------------------------------------------------------------
1996 Stock Option Plan 10 years 2,246,094 A 5 Years (1) ISO, NQ
1998 Ryan Beck Option Plan 10 years 362,417 A (4) ISO, NQ
1998 Stock Option Plan 10 years 920,000 A 5 Years (1) ISO, NQ
1999 Non-qualifying Stock Option Plan 10 years 862,500 A (2) NQ
1999 Stock Option Plan 10 years 862,500 A (2) ISO, NQ
2000 Non-qualifying Stock Option Plan 10 years 1,704,148 A immediately NQ
2001 Stock Option Plan 10 years 3,000,000 A 5 Years (1) ISO, NQ
----------------------
(1) Vesting is established by the Compensation Committee in connection
with each grant of options. All director's stock options vest
immediately.
(2) Options vest at the discretion of the compensation committee.
(3) All outstanding options must be exercised no later than10 years after
their grant date.
(4) Upon acquisition of Ryan Beck the Company assumed all options
outstanding under Ryan Beck's existing stock option plans at various
exercise prices based upon the exercise prices of the assumed option.
No new options will be issued under the 1998 Ryan Beck option plan
and the plan will terminate when the outstanding options are
exercised or expire. The value of such options at the acquisition
date was included in the cost of the Ryan Beck acquisition and
credited to additional paid-in-capital.
(5) ISO - Incentive Stock Option
NQ - Non-qualifying Stock Option
(6) During 2001 shares underlying option grants but not then granted from
all stock options plans except the 2001 stock option plan were
canceled. The Company's shareholders increased the number of shares
authorized under the 2001 stock option plan to 3,000,000 at the 2002
Annual Meeting.
In August 2000, the Company's Class B common stock shareholders
approved the BankAtlantic Bancorp 2000 non-qualifying stock option plan which
authorized the issuance of options to acquire up to 1,704,148 shares of Class A
common stock. The plan was established in order to exchange options to acquire
Class B common stock that were converted in the corporate transaction into
options to acquire Class A common stock. All outstanding options to acquire
Class B common stock were exchanged for 1,704,148 non-qualifying options to
acquire Class A common stock at an exercise price ranging from $2.26 to $2.32,
based upon the exercise price of the relevant Class B option. The options issued
had the same intrinsic value as the Class B options canceled and had
substantially the same terms and conditions as the former options to purchase
shares of Class B common stock, including vesting and term. The 1994 option plan
for the issuance of options to acquire Class B common stock was terminated.
RYAN BECK STOCK OPTION PLAN:
Ryan Beck's Board of Directors adopted the Ryan Beck & Co., Inc. Option
Plan (the "Plan") effective March 29, 2002. The Plan provides for the grant of
not more than an aggregate 500,000 options to acquire Ryan Beck common stock. As
of December 31, 2002, 8,125,000 shares of Ryan Beck common stock were
outstanding, all of which is owned by the Company.
During the year ended December 31, 2002, Ryan Beck's Board of Directors
granted, pursuant to the Plan, options to acquire an aggregate of 385,000 shares
of Ryan Beck common stock at a below fair value exercise price at the date of
grant ($4.80), all of which options vested immediately. Included in the
Company's Statement of Operations for the year ended December 31, 2002 was
$92,000 of compensation expense associated with the issuance of these common
stock options. Additionally, in June 2002, 115,000 Ryan Beck options were
granted with an exercise price equal to the fair market value at
F-44
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
the date of grant ($5.04), all of which options vest four years from the grant
date. The fair value of the options was determined based on an independent
appraisal.
Upon exercise of the options, the Company or Ryan Beck have the right
under certain defined circumstances, starting six months plus one day after the
exercise date, to repurchase the common stock at fair value as determined by an
independent appraiser. The Company and Ryan Beck also have the right of first
refusal on any sale of common stock, and the Company has the right to require
any common stockholder to sell its shares in the event that the Company sells
its interest in Ryan Beck.
A summary of stock option activity segregated by class of stock was:
CLASS A CLASS B
OUTSTANDING OUTSTANDING
OPTIONS OPTIONS
------------- ---------------
Outstanding December 31, 1999 3,588,336 1,759,468
Issued in connection with corporate transaction 1,704,148 --
Canceled in connection with corporate transaction -- (1,136,108)
Exercised (16,456) (623,360)
Forfeited (145,642) --
Issued 360,000 --
---------- ----------
Outstanding at December 31, 2000 5,490,386 --
==========
Exercised (361,085)
Forfeited (227,097)
Issued 553,875
----------
Outstanding at December 31, 2001 5,456,079
Exercised (269,428)
Forfeited (243,606)
Issued 759,600
----------
Outstanding at December 31, 2002 5,702,645
----------
Available for grant at December 31, 2002 1,732,025
==========
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------
2002 2001 2000
--------------- --------- ----------
Weighted average exercise price of options outstanding $ 5.44 $ 4.70 $ 4.80
Weighted average exercise price of options exercised $ 4.98 $ 4.32 $ 3.40
Weighted average exercise price of options forfeited $ 8.83 $ 6.06 $ 6.05
The option method used to calculate the fair value of the options
granted was the Black-Scholes model with the following grant date fair values
and assumptions:
WEIGHTED AVERAGE
-------------------------------------------------------------------------
NUMBER OF RISK FREE EXPECTED
YEAR OF OPTIONS GRANT DATE EXERCISE INTEREST EXPECTED DIVIDEND
GRANT GRANTED FAIR VALUE PRICE RATE VOLATILITY YIELD
- ------------- ------------- ---------------- ----------- ------------ ------------- -------------
2000 270,000 $ 1.78 $ 3.84 6.47 % 50.00 % 2.61 %
2000 90,000 $ 1.70 $ 4.05 6.47 % 50.00 % 2.61 %
2001 553,875 $ 1.69 $ 3.94 5.04 % 50.00 % 3.00 %
2002 759,600 $ 5.55 $ 11.18 4.65 % 47.00 % 1.04 %
F-45
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The employee turnover factor was 1.00% for incentive and non-qualifying
stock options during the year ended December 31, 2002. The employee turnover
factor was 13.00% for incentive stock options and 1.50% for non-qualifying stock
options during the year ended December 31, 2001. The employee turnover factor
was 6.00% for officer incentive and non-qualifying stock options during the year
ended December 31, 2000. During 2001, the Company only issued options to a
select group of employees which significantly reduced the turnover factor for
options issued subsequent to 2000. The expected life for options issued during
2002 was 7.0 years, and the expected life for options issued during 2001 and
2000 was 7.5 years.
The following table summarizes information about fixed stock options
outstanding at December 31, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------------- --------------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
CLASS OF RANGE OF NUMBER AVERAGE AVERAGE NUMBER AVERAGE
COMMON EXERCISE OUTSTANDING REMAINING EXERCISE EXERCISABLE EXERCISE
STOCK PRICES AT 12/31/02 CONTRACTUAL LIFE PRICE AT 12/31/02 PRICE
- ------------- ------------------- --------------- ------------------------- --------------- ---------------- ---------------
A $2.26 to 2.50 1,519,647 1.8 years $ 2.29 1,519,647 $ 2.29
A $2.51 to 5.00 1,339,540 6.1 years 4.21 473,164 4.84
A $5.01 to 8.75 2,035,836 5.5 years 6.37 754,075 6.36
A $8.76 to 12.23 807,622 8.5 years 11.07 92,017 10.44
--------------- ------------------------- --------------- ---------------- ---------------
5,702,645 5.1 years $ 5.44 2,838,903 $ 4.06
=============== ========================= =============== ================ ===============
F-46
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
12. INCOME TAXES
The provision for income taxes consisted of (in thousands):
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
2002 2001 2000
------------- -------------- -------------
Continuing operations $ 15,876 $ 22,600 $ 15,887
Discontinued operations -- -- 361
Extraordinary items 2,771 -- --
Cumulative effect of a change in
accounting principle (1,246) 683 --
-------- -------- --------
Total provision for income taxes $ 17,401 $ 23,283 $ 16,248
======== ======== ========
CONTINUING OPERATIONS:
CURRENT:
Federal $ 19,461 $ 21,525 $ 17,753
State 925 478 869
-------- -------- --------
20,386 22,003 18,622
-------- -------- --------
DEFERRED:
Federal (3,378) (871) (3,576)
State (1,132) 1,468 841
-------- -------- --------
(4,510) 597 (2,735)
-------- -------- --------
PROVISION FOR INCOME TAXES $ 15,876 $ 22,600 $ 15,887
======== ======== ========
The Company's actual provision for income taxes from continuing
operations differs from the Federal expected income tax provision as follows (in
thousands):
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------------------
2002 2001 2000
-------------------------- --------------------------- ------------------------
Income tax provision at expected federal
income tax rate of 35% $ 20,149 35.00% $ 18,768 35.00% $ 13,978 35.00%
Increase (decrease) resulting from:
Tax-exempt interest income (1,152) (2.00) (165) (0.31) (129) (0.32)
Provision (benefit) for state taxes,
net of federal effect (450) (0.78) 240 0.45 403 1.01
Change in valuation allowance for
deferred tax assets (2,638) (4.58) (1,286) (2.40) (800) (2.00)
Change in state tax valuation
allowance 230 0.40 1,637 3.05 926 2.32
Low income housing tax credits (416) (0.72) -- -- -- --
Impairment and amortization of
goodwill -- -- 3,590 6.70 1,300 3.26
Other - net 153 0.27 (184) (0.34) 209 0.52
-------------------------- ------------------------- ------------------------
Provision for income taxes $ 15,876 27.59% $ 22,600 42.15% $ 15,887 39.79%
========================== ========================= ========================
F-47
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and tax liabilities were:
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------
2002 2001 2000
------------- ------------- -------------
DEFERRED TAX ASSETS: (IN THOUSANDS)
Provision for discontinued operations, restructuring charges and write-downs $ 191 $ 404 $ 1,106
Allowance for loans, REO, tax certificate losses and other reserves, for
financial statement purposes 29,470 19,953 19,709
Federal and State net operating loss carryforward 5,003 3,410 2,883
Compensation expensed for books and deferred for tax purposes 3,915 3,147 1,966
Goodwill impairment for books in excess of tax amortization 1,086 -- --
Real estate held for development and sale capitalized costs for tax purposes
in excess of amounts capitalized for financial statement purposes 7,291 10,527 13,192
Other 3,152 1,360 1,400
-------- -------- --------
Total gross deferred tax assets
50,108 38,801 40,256
Less valuation allowance 4,369 7,682 7,331
-------- -------- --------
Total deferred tax assets 45,739 31,119 32,925
-------- -------- --------
DEFERRED TAX LIABILITIES:
Tax bad debt reserve in excess of base year reserve 293 546 819
Deferred loan income, due to differences in the recognition of loan
origination fees and discounts 918 688 1,984
Change in investment of unconsolidated real estate subsidiary 1,762 -- --
Purchase accounting adjustments for bank acquisitions 1,356 -- --
Accumulated other comprehensive income 2,278 8,555 1,025
Other 3,816 3,451 3,124
-------- -------- --------
Total gross deferred tax liabilities 10,423 13,240 6,952
-------- -------- --------
Net deferred tax asset
35,316 17,879 25,973
Less net deferred tax asset at beginning of period (17,879) (25,973) (41,487)
Acquired net deferred tax asset, net of valuation allowance (8,175) -- --
Increase (decrease) in accumulated other comprehensive income (6,277) 7,497 18,002
-------- -------- --------
(Provision) benefit for deferred income taxes
2,985 (597) 2,488
Provision for deferred income taxes - extraordinary item 2,771 -- --
Benefit for deferred income taxes - cumulative effect of an accounting change (1,246) -- --
Provision for deferred income taxes - discontinued operations -- -- 247
-------- -------- --------
(Provision) benefit for deferred income taxes - continuing operations $ 4,510 $ (597) $ 2,735
======== ======== ========
Activity in the deferred tax valuation allowance was (in thousands):
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
2002 2001 2000
------------- ------------- -------------
Balance, beginning of period $ 7,682 $ 7,331 $ 5,140
Utilization of acquired tax benefits (2,638) (1,163) (470)
Increase in state deferred tax valuation allowance 230 1,637 2,991
Other decreases and reclassifications (905) (123) (330)
------- ------- -------
Balance, end of period $ 4,369 $ 7,682 $ 7,331
======= ======= =======
F-48
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Except as discussed below, management believes that the Company will
have sufficient taxable income of the appropriate character in future years to
realize the net deferred income tax asset. In evaluating the expectation of
sufficient future taxable income, management considered the future reversal of
temporary differences and available tax planning strategies that could be
implemented, if required. A valuation allowance was required for the years ended
December 31, 2002, 2001 and 2000 as it was management's assessment that, based
on available information, it is more likely than not that a portion of the
deferred tax asset will not be realized. A change in the valuation allowance
occurs if there is a change in management's assessment of the amount of the net
deferred income tax asset that is expected to be realized.
Approximately $915,000 and $6.1million of federal net operating loss
carryforwards ("NOL's") acquired in connection with the Core Communities and
Community acquisitions, respectively, remain as of December 31, 2002. These
expire through the year 2016. Utilization of these NOL carryforwards may be
limited based on the rules applicable to ownership changes.
Prior to December 31, 1996, BankAtlantic was permitted to deduct from
taxable income an allowance for bad debts which was in excess of the provision
for such losses charged to income. Accordingly, at December 31, 2002 retained
earnings includes $21.5 million, of which $11.4 million was acquired in
connection with the Community acquisition, for which no provision for income tax
has been provided. If, in the future, this portion of retained earnings is
distributed, or BankAtlantic no longer qualifies as a bank for tax purposes,
federal income tax of approximately $7.5 million would be imposed.
13. PENSION AND 401(K) PLANS
PENSION PLAN:
At December 31, 1998, the Company froze its defined benefit pension
plan ("Plan"). All participants in the Plan ceased accruing service benefits
beyond that date and became vested. The Company will be subject to future
pension expense or income based on future actual plan returns and actuarial
values of the Plan obligations to employees.
The following table sets forth the Plan's funded status and the minimum
pension liability or prepaid pension cost included in the Consolidated
Statements of Financial Condition at:
DECEMBER 31,
----------------------------
2002 2001
------------- --------------
(IN THOUSANDS)
Projected benefit obligation at the beginning of the year $ 21,088 $ 18,938
Interest cost 1,424 1,429
Actuarial loss 563 1,503
Benefits paid (799) (782)
-------- --------
Projected benefit obligation at end of year $ 22,276 $ 21,088
======== ========
DECEMBER 31,
----------------------------
2002 2001
------------- --------------
(IN THOUSANDS)
Fair value of Plan assets at the beginning of year $ 24,566 $ 26,822
Actual return on Plan assets (5,907) (1,474)
Employer contribution -- --
Benefits paid (799) (782)
-------- --------
Fair value of Plan assets at end of year $ 17,860 $ 24,566
======== ========
F-49
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31,
----------------------------
2002 2001
------------- --------------
(IN THOUSANDS)
Actuarial present value of projected benefit obligation for
service rendered to date $(22,276) $(21,088)
Plan assets at fair value as of the actuarial date 17,860 24,566
-------- --------
(Unfunded)/funded accumulated benefit obligation (1) (4,416) 3,478
Unrecognized net loss from past experience different from
that assumed and effects of changes in assumptions 11,650 3,505
-------- --------
Prepaid pension cost (2) $ 7,234 $ 6,983
======== ========
(1) The December 31, 2002 unfunded accumulated benefit obligation was
recorded in other liabilities in the Company's Statement of Financial
Condition.
(2) The December 31, 2001 prepaid pension cost was recorded in other assets
in the Company's Statement of Financial Condition.
For the year ended December 31, 2002, the Company recorded a minimum
pension liability in other comprehensive income associated with the unfunded
accumulated benefit obligation as follows (in thousands):
2002
-------------
Reduction in prepaid pension cost $ (7,234)
Minimum Pension Liability recorded in other liabilities (4,416)
Change in deferred tax assets 4,194
-------------
Decrease in other comprehensive income $ (7,456)
=============
Net pension benefit includes the following components:
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------------
2002 2001 2000
-------------- -------------- -------------
(IN THOUSANDS)
Interest cost on projected benefit obligation $ 1,424 $ 1,429 $ 1,353
Expected return on plan assets (1,989) (2,381) (2,511)
Amortization of unrecognized net gains and losses 314 -- (309)
------- ------- -------
Net periodic pension benefit (1) $ (251) $ (952) $(1,467)
======= ======= =======
(1) Periodic pension benefit is included as a reduction in
compensation expense.
The actuarial assumptions used in accounting for the Plan were:
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
2002 2001 2000
-------------- ------------ -------------
Weighted average discount rate 6.75 % 7.25 % 7.50 %
Rate of increase in future compensation levels N/A N/A N/A
Expected long-term rate of return 9.00 % 9.00 % 9.00 %
Actuarial estimates and assumptions are based on various market factors
and are evaluated on an annual basis, and changes in such assumptions may impact
future pension costs. Current participant data was used for the actuarial
F-50
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
assumption for the years ended December 31, 2002, 2001, and 2000. The Company
did not make any contributions to the Plan during these respective years.
401(K) PLAN:
The table below outlines the terms of the Company's Security Plus
401(k) Plan and the associated employer costs:
FOR YEARS ENDED DECEMBER 31,
----------------------------------------------
(dollars in thousands) 2002 2001 2000
-------------- -------------- --------------
Employee Salary Contribution Limit (1) $ 11.0 $ 10.5 $ 10.5
Percentage of Salary Limitation (2) 75% 20% 20%
Employer Match Contribution (3) $ 1,800 $ 1,500 $ 1,100
Vesting of Employer Match Immediate 5 years (4) 5 years (4)
(1) For the 2002 plan year, employees over the age of 50 were entitled to
contribute $12,000.
(2) Highly compensated employees were limited to a maximum contribution of
7% of salary during the 2001 and 2000 plan year.
(3) During the 2002 plan year, the employer matched 100% of the first 3%
of employee contributions and 50% of the next 2% of employee
contributions. During the 2001 and 2000 plan year, the employer
matched 100% of the first 4% of employee contributions.
(4) The vesting period is pro-rata over 5 years from the date of hire.
RYAN BECK PLANS:
Ryan Beck maintains two retirement plans for eligible employees, the
401(k) Savings Plan and the Money Purchase Pension Plan.
Ryan Beck maintains a nonvoluntary Money Purchase Pension Plan in which
Ryan Beck contributed 5% of an employee's eligible earnings, subject to certain
limitations in 2002. Contributions to the Ryan Beck Money Purchase Pension Plan
totaled $729,000, $1.4 million and $1.6 million during the years ended December
31, 2002, 2001 and 2000, respectively. Ryan Beck contributed 8% of an employee's
eligible earnings, subject to certain limitations during the years ended
December 31, 2001 and 2000.
Ryan Beck's employees may contribute up to 12% of their eligible
earnings, subject to certain limitations, to the 401(k) Savings Plan. For the
period January 1, 2001 to March 31, 2001, Ryan Beck matched dollar-for-dollar on
the first 4% of contributions for salaried employees and the first 2.5% for
investment consultants. Effective April 1, 2001, Ryan Beck suspended the
matching contributions to its 401(k) Savings Plan. Included in employee
compensation and benefits on the consolidated statement of operations was
$224,000 and $560,000 of expenses and employer contributions related to the
401(k) Savings Plan during the years ended December 31, 2001 and 2000,
respectively.
During the year ended December 31, 2002, Ryan Beck instituted the Ryan
Beck & Co., Inc. Voluntary Deferred Compensation Plan for certain employees
whereby the employee can elect to defer a portion of his or her compensation for
a minimum of 3 years or until retirement. These contributions are fully vested.
The obligations under the terms of this plan are not required to be funded. The
obligations are unsecured general obligations to pay, in the future, the value
of the deferred compensation, adjusted to reflect the performance of selected
measurement options chosen by each participant. At December 31, 2002, the
deferred compensation obligation payable under this plan totaled $9.7 million,
which included the rollover of the Gruntal deferred compensation plan.
During 2002, Ryan Beck amended the Ryan Beck & Co., Inc. Supplemental
Bonus Plan in which a bonus account was established for $1.5 million. The bonus
account will amortize into compensation expense pro-rata over a four year
period. The bonus account vests and is payable 25% per year on the first
business day in January 2004 through 2007.
In connection with the Gruntal transaction, a nonqualified deferred
compensation plan was assumed by Ryan Beck covering select employees of Gruntal.
Gruntal provided an annual matching contribution and, in some cases, special
allocations, both of which would vest if the employee remained employed for ten
years from the plan year for which contributions were made. The obligations were
not required to be funded and were unsecured general obligations to pay, in the
future, the value of the deferred compensation, adjusted to reflect the
performance of selected investment measurement options chosen by each
participant during the deferral period. On April 26, 2002, Ryan Beck froze the
plan, and participants could no longer continue to make contributions and
related matches ceased. In August 2002, Ryan Beck allowed the participants in
F-51
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
the plan to elect to withdraw their vested benefits upon forfeiting their
unvested benefits. During September 2002, $15.9 million of Ryan Beck's mutual
fund investments assigned to the plan were withdrawn, resulting in a $2.5
million realized loss included in income from investment banking activity in the
statement of operations. Included in other liabilities at December 31, 2002, was
a $8.2 million obligation associated with the nonqualified deferred compensation
plan of which $5.9 million was vested. All unvested amounts will vest no later
than 2011. During the year ended December 31, 2002, Ryan Beck realized a $1.5
million reduction in compensation expense associated with the decrease in the
nonqualified deferred compensation plan obligation.
In July 2002, Ryan Beck established a retention plan for certain
Gruntal investment consultants, key employees and others. Pursuant to the
retention plan, the participants were granted a length of service award and a
retention award in forgivable notes in the aggregate amounts of $900,000 and
$9.5 million, respectively. The participants were granted the length of service
award and 50% of the retention award in forgivable notes in the aggregate amount
of $5.7 million in July 2002. The participants can elect to receive their
remaining 50% of the retention award in forgivable notes in February 2003, or
the participants can elect to receive an enhanced award based on production
goals which will be paid out in the form of forgivable notes in January 2004.
The award based on production goals can be no less than the amount they would
have received in February 2003, assuming all participants remained employed
through the retention award date. Each forgivable note will have a term of five
years. A pro-rata portion of the principal amount of the note is forgiven each
month over the five year term. If a participant terminates employment with Ryan
Beck prior to the end of the term of the Note, the outstanding balance becomes
immediately due to Ryan Beck.
Included in other assets at December 31, 2002 were $14.8 million of
forgivable notes receivable to certain employees of Ryan Beck. These notes
receivable are forgivable loans and are amortized over a five-year period from
the date of the notes. Included in compensation expense for the year ended
December 31, 2002 was $3.7 million of forgivable note receivable amortization.
14. COMMITMENTS AND CONTINGENCIES
The Company is lessee under various operating leases for real estate
and equipment extending to the year 2072. The approximate minimum future rentals
under such leases, at December 31, 2002, for the periods shown was (in
thousands):
YEAR ENDING DECEMBER 31, AMOUNT
------------------------ ----------
2003 $ 13,534
2004 11,332
2005 9,193
2006 7,663
2007 5,790
Thereafter 12,891
----------
Total $ 60,403
==========
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------------
2002 2001 2000
------------- ------------- ------------
Rental expense for premises and equipment $ 16,762 $ 10,545 $ 9,683
============= ============= ============
At December 31, 2002, BankAtlantic leased 138 ATM's located in
BankAtlantic branch locations, cruise ships and various retail outlets.
In the normal course of its business, the Company is a party to
financial instruments with off-balance-sheet risk. These financial instruments
include commitments to extend credit and to issue standby and documentary
letters of credit. Those instruments involve, to varying degrees, elements of
credit risk. BankAtlantic's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for commitments to
extend credit and standby letters of credit
F-52
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
written is represented by the contractual amount of those instruments.
BankAtlantic uses the same credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.
Financial instruments with off-balance sheet risk were:
DECEMBER 31,
--------------------------------
2002 2001
---------------- --------------
(IN THOUSANDS)
Commitments to sell fixed rate residential loans $ 88 $ 462
Commitments to purchase mortgage-backed securities -- 60,394
Forward contract to purchase mortgage-backed securities 39,128 110,752
Commitments to purchase other investment securities 200 --
Commitments to purchase variable rate residential loans 300,643 --
Commitments to extend credit, including the undisbursed
portion of loans in process 1,126,384 779,788
Standby letters of credit 35,927 30,509
Commercial lines of credit 209,708 166,374
Commitments to extend credit are agreements to lend funds to a customer
as long as there is no violation of any condition established in the commitment.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. BankAtlantic has $15.8 million of
commitments to extend credit at a fixed interest rate and $1.1 billion of
commitments to extend credit at a variable rate. BankAtlantic evaluates each
customer's creditworthiness on a case-by-case basis. The amount of collateral
required by BankAtlantic in connection with an extension of credit is based on
management's credit evaluation of the counter-party.
Standby letters of credit are conditional commitments issued by
BankAtlantic to guarantee the performance of a customer to a third party.
BankAtlantic standby letters of credit are generally issued to customers in the
construction industry guaranteeing project performance. These types of standby
letters of credit had a maximum exposure of $25.6 million at December 31, 2002.
BankAtlantic also issues standby letters of credit to commercial lending
customers guaranteeing the payment of goods and services. These types of standby
letters of credit had a maximum exposure of $8.9 million at December 31, 2002.
Those guarantees are primarily issued to support public and private borrowing
arrangements and have maturities of one year or less. The credit risk involved
in issuing letters of credit is essentially the same as that involved in
extending loan facilities to customers. BankAtlantic may hold certificates of
deposit and residential and commercial liens as collateral for such commitments
which are collateralized similar to other types of borrowings.
BankAtlantic is required to maintain reserve balances with the Federal
Reserve Bank. Such reserves consisted of cash and amounts due from banks of
$60.2 million and $43.7 million at December 31, 2002 and 2001, respectively.
As a member of the FHLB system, BankAtlantic is required to purchase
and hold stock in the FHLB of Atlanta. As of December 31, 2002 BankAtlantic was
in compliance with this requirement, with an investment of approximately $64.9
million in stock of the FHLB of Atlanta.
Levitt is subject to obligations associated with entering into
contracts for the purchase, development and sale of real estate in the routine
conduct of its business. Levitt provides home purchasers with warranties against
certain defects for a period of up to two years from the date of purchase.
Levitt provides for estimated warranty costs when the home is sold and
continuously monitors its warranty exposure and service program.
Core Communities, a wholly owned subsidiary of Levitt, entered into a
connection fee Guarantee Agreement with the St. Lucie West Services District
("District"). The agreement provides the District with assurance that sufficient
water and sewer connection fees will be prepaid by Core Communities to service
outstanding bonds of the District. Core Communities has no underlying guarantee
obligation in connection with the District Bonds.
F-53
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
At December 31, 2002, Levitt had commitments to purchase properties for
development of $52.4 million as well as commitments to sell development property
of $30.0 million. These commitments are subject to due diligence and the
obtaining of financing.
Upon the acquisition of Ryan Beck, the Company became subject to the
risks of investment banking. Ryan Beck's customers' securities transactions are
introduced on a fully disclosed basis to its clearing broker. The clearing
broker carries all of the accounts of the customers of Ryan Beck and is
responsible for execution, collection and payment of funds, and receipt and
delivery of securities relative to customer transactions. Customers' securities
activities are transacted on a cash and margin basis. These transactions may
expose Ryan Beck to off-balance-sheet risk, wherein the clearing broker may
charge Ryan Beck for any losses it incurs in the event that customers may be
unable to fulfill their contractual commitments and margin requirements are not
sufficient to fully cover losses. Ryan Beck seeks to minimize this risk through
procedures designed to monitor the creditworthiness of its customers and ensure
that customer transactions are executed properly by the clearing broker.
Ryan Beck, in its capacity as a market-maker and dealer in corporate
and municipal fixed-income and equity securities, may enter into transactions in
a variety of cash and derivative financial instruments in order to facilitate
customer order flow and hedge market risk exposures. These financial instruments
include securities sold, but not yet purchased and futures contracts. Securities
sold, but not yet purchased represent obligations of the Company to deliver
specified financial instruments at contracted prices, thereby creating a
liability to purchase the financial instrument in the market at prevailing
prices. Accordingly, these transactions result in off-balance-sheet risk as the
Company's ultimate obligation may exceed the amount recognized in the
Consolidated Statement of Financial Condition.
15. REGULATORY MATTERS
The Company is a unitary savings bank holding company subject to
regulatory oversight and examination by the Office of Thrift Supervision
("OTS"), including normal supervision and reporting requirements. The Company is
also subject to the reporting and other requirements of the Securities Exchange
Act of 1934. In addition, BFC owns 8,296,890 shares of Class A common stock and
100% of Class B common stock which amounts to 23% of the Company's outstanding
common stock. BFC is subject to the same oversight by the OTS as discussed
herein with respect to the Company.
BankAtlantic's deposits are insured by the FDIC for up to $100,000 for
each insured account holder, the maximum amount currently permitted by law.
BankAtlantic is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital requirements
can cause regulators to initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on BankAtlantic's financial statements. At December 31, 2002,
BankAtlantic met all capital adequacy requirements to which it is subject and
was considered a well capitalized institution.
The OTS imposes limits applicable to the payment of cash dividends by
BankAtlantic to the Company which are based on an institution's regulatory
capital levels. BankAtlantic is permitted to pay capital distributions during a
calendar year that do not exceed its net income for the year plus its retained
net income for the prior two years, without notice to, or the approval of, the
OTS. At December 31, 2002, this capital distribution limitation was $52.9
million.
Certain covenants contained in Levitt's loan agreements prohibit it
from paying dividends to the Company. Ryan Beck has not paid dividends to the
Company, and it is not anticipated that Ryan Beck will pay dividends to the
Company in the foreseeable future.
F-54
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
BankAtlantic's actual capital amounts and ratios are presented in the
table:
REQUIRED TO BE
REQUIRED FOR CAPITAL CONSIDERED
ACTUAL ADEQUACY PURPOSES WELL CAPITALIZED
---------------------- ------------------------ -------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------------ --------- ------------------------ -------------- ----------
(DOLLARS IN THOUSANDS)
AS OF DECEMBER 31, 2002:
Total risk-based capital $ 413,469 11.89% $ 278,176 8.00% $ 347,720 10.00%
Tier I risk-based capital $ 347,927 10.01% $ 139,088 4.00% $ 208,632 6.00%
Tangible capital $ 347,927 7.26% $ 71,873 1.50% $ 71,873 1.50%
Core capital $ 347,927 7.26% $ 191,661 4.00% $ 239,576 5.00%
AS OF DECEMBER 31, 2001:
Total risk-based capital $ 383,295 12.90% $ 237,648 8.00% $ 297,060 10.00%
Tier I risk-based capital $ 346,057 11.65% $ 118,824 4.00% $ 178,236 6.00%
Tangible capital $ 346,057 8.02% $ 64,707 1.50% $ 64,707 1.50%
Core capital $ 346,057 8.02% $ 172,551 4.00% $ 215,689 5.00%
The Company's wholly owned subsidiary, Ryan Beck is subject to the net
capital provision of Rule 15c3-1 under the Securities Exchange Act of 1934,
which requires the maintenance of minimum net capital and requires the ratio of
aggregate indebtedness, both as defined, not to exceed 15 to 1. Additionally,
Ryan Beck, as a market maker, is subject to supplemental requirements of Rule
15c3-1(a)4, which provides for the computation of net capital to be based on the
number of and price of issues in which markets are made by Ryan Beck, not to
exceed $1.0 million. At December 31, 2002, Ryan Beck's ratio of aggregate
indebtedness to net capital was 4.48 to 1. Ryan Beck's regulatory net capital
was approximately $9.3 million, which was $6.5 million in excess of its required
net capital of $2.8 million.
Ryan Beck operates under the provisions of paragraph (k)(2)(ii) of Rule
15c3-3 of the Securities and Exchange Commission as a fully disclosed
introducing broker and, accordingly, customer accounts are carried on the books
of the clearing broker. However, Ryan Beck safekeeps and redeems municipal bond
coupons for the benefit of its customers. Accordingly, Ryan Beck is subject to
the provisions of SEC Rule 15c3-3 relating to possession or control and customer
reserve requirements and was in compliance with such provisions at December 31,
2002.
16. LEGAL PROCEEDINGS
On October 3, 2002, Commerce Bancorp., Inc. ("Commerce") filed a
complaint against BankAtlantic in the United States District Court for the
District of New Jersey. The complaint, which seeks unspecified money damages and
injunctive relief, asserts that BankAtlantic is infringing certain trademark
rights allegedly owned by Commerce in the slogan "AMERICA'S MOST CONVENIENT
BANK" by virtue of BankAtlantic's use of the slogan "FLORIDA'S MOST CONVENIENT
BANK." Commerce recently filed a motion for leave to file an amended complaint,
which seeks to assert additional claims for trademark infringement based on
Commerce's allegation that BankAtlantic's use of the word "WOW!" infringes
trademark rights purportedly owned by Commerce in the phrases "WOW ANSWER
GUIDE," "COMMERCE WOW! ZONE," "COMMERCEWOW!ZONE," and "WOW!THE CUSTOMER."
Management intends to contest the case vigorously.
On December 29, 2000, Smith & Company, Inc. ("Smith") filed an action
against Levitt-Ansca Towne Partnership (the "Partnership"), Bellaggio By Levitt
Homes, Inc. ("BLHI"), Bellaggio By Ansca, Inc. a/k/a Bellaggio By Ansca Homes,
Inc., and Liberty Mutual Insurance Company (collectively "Defendants") seeking
damages and other relief in connection with an August 21, 2000 contract entered
into with the Partnership. BLHI is a 50% partner of the Partnership and is
wholly owned by Levitt and Sons. The Complaint alleged that the Partnership
wrongfully terminated the contract, failed to pay for extra work performed
outside the scope of the contract and breached the contract. The Partnership
denied the claims, asserted defenses and asserted a number of counterclaims.
This case was tried before a jury, and on March 7, 2002, the jury returned a
verdict against the Partnership. On March 11, 2002, the Court entered a final
judgment against the Defendants in the amount of $3.68 million. In addition,
under the final judgment it is likely that Smith and its surety company will be
entitled to recover legal fees and other costs. Since BLHI is a 50% partner of
the Partnership, it has recorded its share of potential liability under the
F-55
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
judgment and for attorneys' fees which is estimated to be approximately $2.6
million. The Partnership filed an appeal on December 6, 2002, which it intends
to vigorously pursue.
On January 30, 2003, a one-count purported class action complaint was
filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm
Beach County, Florida by a former employee of Gruntal seeking a declaratory
judgment that Ryan Beck is liable for all pre-April 26, 2002 claims against
Gruntal by former Gruntal retail customers and retail brokers, whether pending
or to be filed in the future, not expressly assumed by Ryan Beck in its
acquisition of certain of the assets of Gruntal. The complaint does not specify
the amount of such claims. The complaint seeks to impose liability under the
theory that either (1) Ryan Beck engaged in a DE FACTO merger with Gruntal, or
(2) Ryan Beck's brokerage business is a mere continuation of Gruntal's brokerage
business, or (3) Ryan Beck is the beneficiary of a fraudulent transfer. Ryan
Beck removed the case to federal court and subsequently filed a motion to
dismiss the complaint on various grounds.
In April 2002, Ryan Beck acquired certain of the assets and assumed
certain of the liabilities of Gruntal. Ryan Beck has been named as a defendant
in a number of arbitration claims filed by former Gruntal clients whose claims
arose prior to the transaction date. In these actions Ryan Beck is alleged to be
"successor" in interest to Gruntal, which allegations Ryan Beck denies. In some
instances the former Gruntal brokers against whom the claims relate are now
employed by Ryan Beck and in other instances the brokers are not employed by
Ryan Beck. Ryan Beck did not assume any of the liabilities associated with these
actions in the Gruntal transaction. While Ryan Beck does not consider any
individual action to be material, an adverse result in a number of these actions
in the aggregate could adversely affect the Company's financial statements. In
October 2002, Gruntal filed for bankruptcy protection under Chapter 11 of the
Federal Bankruptcy Laws.
The Company and its subsidiaries may be parties to other lawsuits as
plaintiff or defendant involving its securities sales, brokerage and
underwriting, acquisitions, bank operations lending, tax certificates and real
estate development activities. Although the Company believes it has meritorious
defenses in all current legal actions, the outcome of the various legal actions
is uncertain. Management, based on discussions with legal counsel, believes
results of operations or financial position will not be significantly impacted
by the resolution of these matters.
F-56
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
17. PARENT COMPANY FINANCIAL INFORMATION
Condensed Statements of Financial Condition at December 31, 2002 and
2001 and Condensed Statements of Operations for each of the years in the three
year period ended December 31, 2002 are shown below (in thousands):
CONDENSED STATEMENTS OF FINANCIAL CONDITION DECEMBER 31
------------------------------
ASSETS 2002 2001
--------- ----------
Cash deposited at BankAtlantic $ 2,705 $ 40,197
Short term investments 18 3,817
Notes receivable from subsidiaries 35,000 --
Investment securities 4,761 43,101
Investment in BankAtlantic 467,756 370,503
Investment in other subsidiaries 179,413 113,861
Deferred tax asset (liability), net 8,392 (65)
Current income tax receivable - BankAtlantic 15,300 7,232
Investment in unconsolidated real estate subsidiary 3,363 --
Due from BankAtlantic -- 6,983
Other assets 6,853 3,630
-------- ---------
Total assets $723,561 $ 589,259
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Subordinated debentures and other borrowings $ 65,817 $ 67,167
Junior subordinated debentures 185,920 77,062
Other liabilities 2,490 9,357
-------- ---------
Total liabilities 254,227 153,586
Stockholders' equity 469,334 435,673
-------- ---------
Total liabilities and stockholders' equity $723,561 $ 589,259
======== =========
F-57
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------------
CONDENSED STATEMENTS OF OPERATIONS 2002 2001 2000
------------ ----------- ----------
Dividends from subsidiaries $ 22,365 $ 22,420 $ 23,404
Interest income on notes receivable and investments with subsidiaries 1,716 202 538
Interest income on loans and investments 30 26 667
-------- -------- --------
Total interest income 24,111 22,648 24,609
Interest expense on subordinated debentures, junior subordinated
debentures and other borrowings 17,801 18,517 20,808
-------- -------- --------
Net interest income 6,310 4,131 3,801
Securities activity, net (14,965) 3,124 1,506
Compensation in connection with corporate merger -- -- (1,320)
(Loss) gain on debt redemption (3,125) (389) 12,228
Other expenses, net (1,374) (819) (400)
-------- -------- --------
(Loss) income before extraordinary items, income tax benefit and
undistributed earnings of subsidiaries (13,154) 6,047 15,815
Income tax benefit 12,053 5,381 2,579
-------- -------- --------
(Loss) income before cumulative effect of a change in accounting
principle and undistributed earnings of subsidiaries (1,101) 11,428 18,394
Cumulative effect of a change in accounting principle, net of tax (13,339) -- --
-------- -------- --------
(Loss) income before undistributed earnings of subsidiaries (14,440) 11,428 18,394
Equity in undistributed net income (loss) of subsidiaries excluding BankAtlantic 19,682 (1,554) (1,251)
Equity in income from BankAtlantic's continuing operations 23,112 21,148 6,902
Equity in income from subsidiaries extraordinary item 23,749 -- --
Equity in income (loss) from subsidiaries cumulative effect of a change
a change in accounting principle (1,768) 1,138 --
Equity in income from BankAtlantic's discontinued operations -- -- 669
-------- -------- --------
Net income $ 50,335 $ 32,160 $ 24,714
======== ======== ========
F-58
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
----------------------------------------
(In thousands) 2002 2001 2000
---------- ---------- ----------
OPERATING ACTIVITIES:
Income from continuing operations $ 41,693 $ 31,022 $ 24,045
Income from discontinued operations -- -- 669
Income from extraordinary item 23,749 -- --
(Loss) income from cumulative effect of a change in accounting principle (15,107) 1,138 --
ADJUSTMENT TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Equity in net undistributed earnings of BankAtlantic and other subsidiaries (64,775) (20,732) (6,320)
Amortization and accretion, net 707 1,104 1,559
(Loss) gain on debt redemption 3,125 389 (12,228)
Equity in earnings of unconsolidated real estate subsidiary (780) -- --
Impairment of securities 18,801 3,527 630
Gains on securities activities (3,836) (3,124) (1,506)
Impairment of goodwill 13,339 -- --
Increase (decrease) in other liabilities (2,897) 5,491 (3,490)
(Increase) decrease in (payable) receivable (to) from BankAtlantic 7,074 (6,983) 5,704
Issuance of subsidiary stock options 92 -- --
(Increase) decrease in deferred tax asset (4,803) 1,569 527
Increase in other assets (14,325) (7,492) (2,397)
--------- --------- ---------
Net cash provided by operating activities 2,057 5,909 7,193
--------- --------- ---------
INVESTING ACTIVITIES:
Principal reduction on loans -- -- 10,000
Increase in loans to subsidiaries (35,000) -- --
Additional investments in subsidiaries (116,372) -- (5,000)
Purchase of securities (213) (8,511) (2,106)
Proceeds from sales of securities 10,883 7,761 8,649
--------- --------- ---------
Net cash (used) provided by investing activities (140,702) (750) 11,543
--------- --------- ---------
FINANCING ACTIVITIES:
Issuance of common stock 1,204 96,982 2,347
Common stock dividends paid (6,992) (5,282) (4,024)
Proceeds from issuance of junior subordinated debentures 185,920 -- --
Redemption of junior subordinated debentures (77,062) -- --
Proceeds from notes payable 30,000 -- 54,801
Repayments of notes payable (14,000) (20,975) --
Retirement of subordinated investment notes and subordinated debentures (21,716) (35,042) (40,278)
Payments to acquire and retire publicly held Class B common stock -- -- (31,923)
Payment to acquire and retire common stock -- -- (4,363)
--------- --------- ---------
Net cash provided (used) by financing activities 97,354 35,683 (23,440)
--------- --------- ---------
Increase (decrease) in cash and cash equivalents (41,291) 40,842 (4,704)
Cash and cash equivalents at beginning of period 44,014 3,172 7,876
--------- --------- ---------
Cash and cash equivalents at end of period $ 2,723 $ 44,014 $ 3,172
========= ========= =========
(continued)
F-59
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31
--------------------------------------------
(In thousands) 2002 2001 2000
-------------- --------------- -------------
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Interest paid $ 18,017 $ 19,038 $ 20,641
Issuance of Class A common stock upon acquisitions -- 335 178
Transfer of direct ownership in Levitt from BankAtlantic to the
Company -- 66,826 --
Increase in equity for the tax effect related to the exercise of stock options 440 598 100
Increase (decrease) in stockholders' equity from other comprehensive income (11,331) 13,270 28,575
Issuance of Class A common stock upon conversion of subordinated debentures 25 49,935 34
Decrease in other liabilities associated with the Ryan Beck deferred compensation
Plan -- 3,052 --
Capital contributions associated with the Ryan Beck deferred compensation plan (828) (1,292) --
Increase in notes payable associated with Ryan Beck retention pool 3,675 -- --
F-60
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
18. SELECTED QUARTERLY RESULTS (Unaudited)
The following tables summarize the quarterly results of operations for
the years ended December 31, 2002 and 2001 (in thousands except share and per
share data).
FIRST SECOND THIRD FOURTH
2002 QUARTER QUARTER QUARTER QUARTER TOTAL
------------ ------------ ------------ ------------ ------------
Interest income $ 67,838 $ 83,054 $ 83,505 $ 75,373 $ 309,770
Interest expense 35,020 40,135 39,868 36,939 151,962
------------ ------------ ------------ ------------ ------------
Net interest income 32,818 42,919 43,637 38,434 157,808
Provision for loan losses 2,565 6,139 2,082 3,291 14,077
------------ ------------ ------------ ------------ ------------
Net interest income after provision for loan
losses 30,253 36,780 41,555 35,143 143,731
------------ ------------ ------------ ------------ ------------
Income (loss) before income taxes 19,339 (7,377) 20,602 25,005 57,569
------------ ------------ ------------ ------------ ------------
Income (loss) from continuing operations 12,580 (3,487) 14,534 18,066 41,693
Extraordinary items, net of taxes 0 23,810 (61) 0 23,749
Cumulative effect of a change in accounting
principle, net of tax (15,107) 0 0 0 (15,107)
------------ ------------ ------------ ------------ ------------
Net income (loss) $ (2,527) $ 20,323 $ 14,473 $ 18,066 $ 50,335
============ ============ ============ ============ ============
Basic earnings (loss) per share from continuing
operations $ 0.22 $ (0.06) $ 0.25 $ 0.31 $ 0.72
Basic earnings per share from extraordinary items -- 0.41 -- -- 0.41
Basic loss per share from cumulative effect of a
change in accounting principle (0.26) -- -- -- (0.26)
------------ ------------ ------------ ------------ ------------
Basic earnings (loss) per share $ (0.04) $ 0.35 $ 0.25 $ 0.31 $ 0.87
============ ============ ============ ============ ============
Diluted earnings (loss) per share from continuing
operations $ 0.19 $ (0.06) $ 0.23 $ 0.29 $ 0.67
Diluted earnings per share from extraordinary
items -- 0.41 -- -- 0.37
Diluted loss per share from cumulative effect
Of a change in accounting principle (0.23) -- -- -- (0.23)
------------ ------------ ------------ ------------ ------------
Diluted earnings (loss) per share $ (0.04) $ 0.35 $ 0.23 $ 0.29 $ 0.81
============ ============ ============ ============ ============
Basic weighted average number of common
shares outstanding 57,862,267 57,973,880 58,065,396 58,085,481 57,997,556
============ ============ ============ ============ ============
Diluted weighted average number of common
shares outstanding 65,207,468 57,973,880 64,320,448 64,188,382 64,400,725
============ ============ ============ ============ ============
During the first quarter, the cumulative effect of a change in
accounting principle resulted from the implementation of FASB Statement No. 142.
Based on the accounting principles of the new statement, the goodwill associated
with the Ryan Beck reportable segment was deemed impaired, resulting in the
$15.1 million charge, net of tax. The second quarter loss from continuing
operations resulted from an $18.2 million impairment of equity investments, a
$1.0 million restructuring charge associated with the discontinuation of ATM
relationships and $3.9 million of acquisition related expenses, partially offset
by a $930,000 reduction in Levitt's deferred tax valuation allowance. The
extraordinary gain during the second quarter resulted from the Gruntal
transaction as the fair value of net assets acquired exceeded the cost. During
the fourth quarter, Levitt reduced its deferred tax valuation allowance by $1.8
million, BankAtlantic increased its unassigned component of its allowance for
loan losses by $4.9 million and an amendment to a supplemental bonus plan
resulted in a $1.4 million reduction in compensation expense.
F-61
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FIRST SECOND THIRD FOURTH
2001 QUARTER QUARTER QUARTER QUARTER TOTAL
------------- ------------- ------------- ------------- -------------
Interest income $ 86,252 $ 83,656 $ 83,079 $ 72,631 $ 325,618
Interest expense 53,954 50,023 45,518 38,104 187,599
----------- ----------- ----------- ----------- -----------
Net interest income 32,298 33,633 37,561 34,527 138,019
Provision for loan losses 2,761 4,040 7,258 2,846 16,905
----------- ----------- ----------- ----------- -----------
Net interest income after provision for loan losses 29,537 29,593 30,303 31,681 121,114
----------- ----------- ----------- ----------- -----------
Income before income taxes 11,031 13,237 12,168 17,186 53,622
----------- ----------- ----------- ----------- -----------
Income from continuing operations 6,825 8,605 5,091 10,501 31,022
Cumulative effect of a change in accounting
principle, net of tax 1,138 -- -- -- 1,138
----------- ----------- ----------- ----------- -----------
Net income 7,963 8,605 5,091 10,501 32,160
Amortization of goodwill, net of tax 991 978 1,002 932 3,903
----------- ----------- ----------- ----------- -----------
Net income adjusted to exclude goodwill amortization $ 8,954 $ 9,583 $ 6,093 $ 11,433 $ 36,063
=========== =========== =========== =========== ===========
Basic earnings per share from continuing operations $ 0.19 $ 0.24 $ 0.12 $ 0.20 $ 0.73
Basic earnings per share from cumulative effect of a
change in accounting principle 0.03 -- -- -- 0.03
----------- ----------- ----------- ----------- -----------
Basic earnings per share 0.22 0.24 0.12 0.20 0.76
Basic earnings per share from amortization of goodwill 0.03 0.03 0.02 0.02 0.10
----------- ----------- ----------- ----------- -----------
Basic earnings per share adjusted to exclude
goodwill amortization $ 0.25 $ 0.27 $ 0.14 $ 0.22 $ 0.86
=========== =========== =========== =========== ===========
Diluted earnings per share from continuing operations $ 0.15 $ 0.19 $ 0.11 $ 0.19 $ 0.63
Diluted earnings per share from cumulative effect of a
change in accounting principle 0.03 -- -- -- 0.02
----------- ----------- ----------- ----------- -----------
Diluted earnings per share 0.18 0.19 0.11 0.19 0.65
Diluted earnings per share from amortization of
goodwill 0.02 0.02 0.01 0.02 0.08
----------- ----------- ----------- ----------- -----------
Diluted earnings per share adjusted to exclude
goodwill amortization $ 0.20 $ 0.21 $ 0.12 $ 0.21 $ 0.73
=========== =========== =========== =========== ===========
Basic weighted average number of common
shares outstanding 36,502,372 36,535,810 43,378,684 51,768,998 42,091,961
=========== =========== =========== =========== ===========
Diluted weighted average number of common
shares outstanding 50,571,743 51,275,621 57,009,076 57,859,579 54,313,104
=========== =========== =========== =========== ===========
Included in net income during the third quarter of 2001 was a $6.6
million impairment of goodwill relating to the Company's leasing subsidiary.
Included in interest income during the third quarter was $2.8 million of
discount accretion from the repayment of a commercial real estate loan. Net
income during the fourth quarter was impacted by a $2.6 million litigation
accrual associated with Levitt.
19. 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").
Management has made estimates of fair value 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.
F-62
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Fair values are estimated for loan portfolios with similar financial
characteristics. Loans are segregated by category, and each loan category is
further segmented into fixed and adjustable rate interest terms and by
performing and non-performing categories.
The fair value of performing loans, except residential mortgage and
adjustable rate loans, is calculated by discounting scheduled cash flows through
the estimated maturity using estimated market discount rates that reflect the
credit and interest rate risk inherent in the loan. The estimate of average
maturity is based on BankAtlantic's historical experience with prepayments for
each loan classification, modified, as required, by an estimate of the effect of
current economic and lending conditions. For performing residential mortgage
loans, fair value is estimated by discounting contractual cash flows, which are
adjusted for national historical prepayment estimates. The discount rate is
based on secondary market sources and is adjusted to reflect differences in
servicing and credit costs.
Fair values of non-performing loans are based on the assumption that
the loans are on a non-interest received status, discounted at market rates
during a 24 month work-out period. Assumptions regarding credit risk are
determined using available market information and specific borrower information.
The book value of tax certificates approximates market value. The fair
value of mortgage-backed and investment securities is estimated based upon a
price matrix obtained from a third party.
Under FAS 107, the fair value of deposits with no stated maturity, such
as non-interest bearing demand deposits, savings and NOW accounts, and money
market and checking accounts, should be considered the same as book value. The
fair value of certificates of deposit is based on the discounted value of
contractual cash flows. The discount rate is estimated using current rates
offered by BankAtlantic for similar remaining maturities.
The book value of securities sold under agreements to repurchase
approximates fair value.
The fair value of advances from FHLB is based on discounted cash flows
using rates offered for debt with comparable terms to maturity and issuer credit
standing.
The fair value of convertible subordinated debentures was based on
quoted market prices on NASDAQ. The fair values of other subordinated
debentures, trust preferred securities, notes payable and brokerage margin
account were based on discounted value of contractual cash flows at a market
discount rate.
The following table presents information for the Company's financial
instruments at December 31, 2002 and 2001 (in thousands):
DECEMBER 31, 2002 DECEMBER 31, 2001
----------------------------- -----------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------------- -------------- -------------- --------------
Financial assets:
Cash and other short term investments $ 250,745 $ 250,745 $ 120,205 $ 120,205
Securities available for sale 707,858 707,858 843,867 843,867
Securities owned 186,454 186,454 68,296 68,296
Investment securities 212,240 212,698 428,718 434,470
Loans receivable including loans held for sale, net 3,372,630 3,424,471 2,774,238 2,821,547
Financial liabilities:
Deposits $2,920,555 $2,940,848 $2,276,567 $2,287,898
Securities sold under agreements to repurchase and federal
funds purchased 116,279 116,279 467,070 467,070
Advances from FHLB 1,297,170 1,386,648 1,106,030 1,126,479
Subordinated debentures and notes payable 193,816 195,413 131,428 128,879
Guaranteed preferred beneficial interests in Company's
junior subordinated debentures 180,375 180,479 74,750 73,405
F-63
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The carrying amount and fair values of BankAtlantic's commitments to
extend credit, standby letters of credit, financial guarantees and forward FHLB
commitments are not significant. (See Note 14 for the contractual amounts of
BankAtlantic's financial instrument commitments).
DERIVATIVES
During the year ended December 31, 2002, the derivatives utilized by
the Company included interest rate swaps and forward contracts. Interest rate
swap agreements are contracts between two entities that typically involve the
exchange of cash flows based on agreed-upon prices, rates and indices. Financial
forward contracts are agreements to buy financial instruments at a predetermined
future date and price. The Company uses interest rate swap contracts to manage
its interest rate risk. In connection with the Company's lending activities the
Company funds LIBOR based assets such as commercial real estate loans with fixed
rate time deposits. In issuing time deposits the Company is exposed to changes
in interest rates, which could adversely affect the fair value of the time
deposits if rates were to decline. To reduce this exposure the Company created
fair value hedges by entering into interest rate swap contracts to convert fixed
rate time deposits to a LIBOR floating rate. The time deposits are callable by
the Company and the interest rate swap contracts are callable by the
counter-party. The hedged deposits and swap contracts were recorded at fair
value as an adjustment to deposit interest expense, and receivables and payables
from the swap contracts were also recorded as an adjustment to deposit interest
expense in the Company's Statement of Operations for the years ended December
31, 2002 and 2001. During the year ended December 31, 2002, interest rate swap
contracts with a notional amount of $40 million were called by the
counter-party, resulting in the Company redeeming $40 million of fixed rate time
deposits.
Additionally, the Company also created cash flow hedges by entering
into interest rate swap contracts to hedge the variable cash flows relating to
forecasted interest payments on certain variable rate FHLB advances. The
Company's risk management strategy was to fix the variability of cash outflows
on floating rate advances at a rate of 5.09%. The changes in fair value of the
interest rate swap contracts designated as cash flow hedges were recorded in
other comprehensive income and the receivables and payables from the swap
contracts were recorded as an adjustment to interest expense on FHLB advances in
the Company's Statement of Operations for the year ended December 31, 2002 and
2001.
The following table outlines the notional amount and fair value of the
Company's interest rate swaps outstanding at December 31, 2002 (in thousands):
PAYING RECEIVING
NOTIONAL INDEX/FIXED INDEX/FIXED TERMINATION
AMOUNT FAIR VALUE AMOUNT AMOUNT DATE
-------- ---------- --------------------- ------------- -----------
Ten year callable receive fixed
swaps $20,000 $ 544 3 mo. LIBOR less 11bps 6.08% 2/14/2012
Seven and a half year
Callable receive fixed swaps 13,000 316 3 mo. LIBOR less 11bps 5.60% 9/19/2009
Five year pay fixed swaps 25,000 (2,445) 5.73% 3 mo. LIBOR 1/5/2006
Three year pay fixed swaps $50,000 $(2,146) 5.81% 3 mo. LIBOR 12/28/2003
======= ======= ====================== =========== ==========
Forward contract to purchase
Adjustable rate mortgages $39,128 $ 62
======== =======
The method used to estimate the fair value of the interest rate swaps
was discounted cash flows of the net change between the paying index and the
receiving index.
During the year ended December 31, 2000, the Company entered into a
forward contract to purchase the underlying collateral from a government agency
pool of securities in May 2005. The underlying collateral is five year hybrid
adjustable rate mortgage loans that will adjust annually after May 2005. The
forward contract was held for trading purposes and recorded at fair value.
20. EARNINGS PER SHARE
In the periods prior to 2001 the Company's capital structure included a
dividend premium for its Class A common shareholders, and the Company used the
two-class method to calculate its earnings per share. During the 2001 second
F-64
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
quarter the Company's articles of incorporation were amended to, among other
things, equalize the dividend payable on the Class A and Class B common stock.
As a result, as of January 1, 2001, the Company no longer uses the two-class
method to calculate its earnings per share.
The following reconciles the numerators and denominators of the basic
and diluted earnings per share computation for the years ended December 31, 2002
and 2001.
FOR THE YEARS ENDED
DECEMBER 31,
------------------------------------
(In thousands, except share data) 2002 2001
------------------- ----------------
BASIC EARNINGS PER SHARE
Income before extraordinary items and cumulative effect of a change
in accounting principle $ 41,693 $ 31,022
Basic weighted average number of common shares outstanding 57,997,556 42,091,961
------------ ------------
Basic earnings per share before extraordinary items and cumulative effect of a change
in accounting principle $ 0.72 $ 0.73
------------ ------------
Extraordinary items, net of taxes $ 23,749 $ --
Basic weighted average number of common shares outstanding 57,997,556 42,091,961
------------ ------------
Basic earnings per share from extraordinary items $ 0.41 $ --
------------ ------------
Cumulative effect of a change in accounting principle $ (15,107) $ 1,138
Basic weighted average number of common shares outstanding 57,997,556 42,091,961
------------ ------------
Basic (loss) earnings per share from cumulative effect of a change in accounting principle $ (0.26) $ 0.03
------------ ------------
Net income $ 50,335 $ 32,160
Basic weighted average number of common shares outstanding 57,997,556 42,091,961
------------ ------------
BASIC EARNINGS PER SHARE $ 0.87 $ 0.76
------------ ------------
Amortization of goodwill, net of tax -- 3,903
Basic weighted average number of common shares outstanding 57,997,556 42,091,961
------------ ------------
Basic earnings per share from amortization of goodwill -- 0.10
------------ ------------
Net income adjusted to exclude goodwill amortization 50,335 36,063
Basic weighted average number of common shares outstanding 57,997,556 42,091,961
------------ ------------
BASIC EARNINGS PER SHARE ADJUSTED TO EXCLUDE GOODWILL AMORTIZATION $ 0.87 $ 0.86
============ ============
F-65
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------
(In thousands, except share data) 2002 2001
--------------- ----------------
DILUTED EARNINGS PER SHARE
Income before extraordinary items and cumulative effect of a change
in accounting principle $ 41,693 $ 31,022
Interest expense on convertible debentures 1,760 3,397
------------ ------------
Income available after assumed conversion $ 43,453 $ 34,419
------------ ------------
Basic weighted average shares outstanding 57,997,556 42,091,961
Common stock equivalents resulting from convertible debentures 4,092,774 10,337,901
Common stock equivalents resulting from stock-based compensation 2,310,395 1,883,242
------------ ------------
Diluted weighted average shares outstanding 64,400,725 54,313,104
------------ ------------
Diluted earnings per share before extraordinary items and cumulative effect of a change
in accounting principle $ 0.67 $ 0.63
------------ ------------
Extraordinary items, net of taxes $ 23,749 $ --
Diluted weighted average shares outstanding 64,400,725 54,313,104
------------ ------------
Diluted earnings per share from extraordinary items $ 0.37 $ --
------------ ------------
Cumulative effect of a change in accounting principle $ (15,107) $ 1,138
Diluted weighted average shares outstanding 64,400,725 54,313,104
------------ ------------
Diluted (loss) earnings per share from cumulative effect of a change in accounting
principle $ (0.23) $ 0.02
------------ ------------
Income available after assumed conversion $ 52,095 $ 35,557
Diluted weighted average shares outstanding 64,400,725 54,313,104
------------ ------------
DILUTED EARNINGS PER SHARE $ 0.81 $ 0.65
------------ ------------
Amortization of goodwill, net of tax -- 3,903
Diluted weighted average number of common shares outstanding 64,400,725 54,313,104
------------ ------------
Diluted earnings per share from amortization of goodwill -- 0.08
------------ ------------
Income available after assumed conversion adjusted to exclude goodwill amortization 52,095 39,460
Diluted weighted average number of common shares outstanding 64,400,725 54,313,104
------------ ------------
DILUTED EARNINGS PER SHARE ADJUSTED TO EXCLUDE GOODWILL AMORTIZATION $ 0.81 $ 0.73
============ ============
During the year ended December 31, 2002, the Ryan Beck Board of
Directors granted 500,000 options to acquire Ryan Beck common stock (See note
11). These options to acquire common stock of the Company's subsidiary, Ryan
Beck, could potentially dilute earnings per share in subsequent periods.
F-66
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following reconciles the numerators and denominators of the basic
and diluted earnings per share using the two class method for the year ended
December 31, 2000.
FOR THE YEAR ENDED DECEMBER 31, 2000
---------------------------------------------------
(In thousands, except share data and percentages) CLASS A CLASS B TOTAL
----------------- --------------- ---------------
BASIC NUMERATOR
Actual dividends declared $ 3,204 $ 678 $ 3,882
Basic allocated undistributed earnings from continuing operations 16,376 3,787 20,163
----------- ----------- -----------
Income from continuing operations 19,580 4,465 24,045
Income from discontinued operations 543 126 669
----------- ----------- -----------
Net income 20,123 4,591 24,714
Amortization of goodwill, net of tax 3,157 730 3,887
----------- ----------- -----------
Net income adjusted to exclude goodwill amortization $ 23,280 $ 5,321 $ 28,601
=========== =========== ===========
BASIC DENOMINATOR
Weighted average shares outstanding 31,560,093 8,029,287
=========== ===========
Allocation percentage 81.22% 18.78%
=========== ===========
Basic earnings per share from continuing operations $ 0.62 $ 0.55
Basic earnings per share from discontinued operations 0.02 0.02
----------- -----------
Basic earnings per share 0.64 0.57
Basic earnings per share from amortization of goodwill 0.10 0.09
----------- -----------
Basic earnings per share adjusted to exclude goodwill amortization $ 0.74 $ 0.66
=========== ===========
DILUTED NUMERATOR
Actual dividends declared $ 3,204 $ 678 $ 3,882
----------- ----------- -----------
Basic allocated undistributed earnings from continuing operations 16,376 3,787 20,163
Reallocation of basic undistributed earnings due to change in allocation
percentage 999 (999) --
----------- ----------- -----------
Diluted allocated undistributed earnings from continuing operations 17,375 2,788 20,163
Interest expense on convertible debt 4,219 677 4,896
----------- ----------- -----------
Diluted income from continuing operations 24,798 4,143 28,941
Diluted income from discontinued operations 576 93 669
----------- ----------- -----------
Income available after assumed conversion 25,374 4,236 29,610
Diluted income from amortization of goodwill, net of tax 3,349 538 3,887
----------- ----------- -----------
Income available after assumed conversion adjusted to exclude goodwill
amortization $ 28,723 $ 4,774 $ 33,497
=========== =========== ===========
DILUTED DENOMINATOR
Basic weighted average shares outstanding 31,560,093 8,029,287
Common stock equivalents resulting from convertible debentures 15,371,407 --
Common stock equivalents resulting from options and restricted common
stock 194,750 290,072
----------- -----------
Diluted weighted average shares outstanding 47,126,250 8,319,359
=========== ===========
Allocation percentage 86.17% 13.83%
=========== ===========
Diluted earnings per share from continuing operations $ 0.53 $ 0.50
Diluted earnings per share from discontinued operations 0.01 0.01
----------- -----------
Diluted earnings per share $ 0.54 $ 0.51
Diluted earnings per share from amortization of goodwill 0.07 0.06
----------- -----------
Diluted earnings per share adjusted to exclude goodwill amortization $ 0.61 $ 0.57
=========== ===========
F-67
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
21. REAL ESTATE HELD FOR DEVELOPMENT AND SALE AND JOINT VENTURES
Real estate held for development and sale and joint ventures consisted
of the following (in thousands):
DECEMBER 31
----------------------------
2002 2001
------------- -------------
Land and land development costs $161,826 $114,499
Construction costs 23,412 17,949
Other costs 12,888 9,985
Investments and loans to joint ventures 51,904 35,840
Other 2,057 --
-------- --------
Total $252,087 $178,273
======== ========
BankAtlantic had commitments to loan an additional $4.9 million to joint
ventures at December 31, 2002. Additionally, BankAtlantic has issued standby
letters of credit to unrelated third parties in the aggregate amount of $6.0
million guaranteeing the performance of various joint ventures.
Real estate held for development and sale and joint venture activities
consisted of the combined activities of Core Communities and Levitt and Sons as
well as Levitt Corporation's joint venture activities and a joint venture
acquired in connection with the Community acquisition. These joint ventures are
in various stages of development. The required equity investments associated
with the joint ventures at the inception of the project ranged from 44.5% - 90%
of the total venture equity with profit sharing of 40% - 50% in future years.
BankAtlantic's investment and advances to the joint venture development acquired
in connection with the Community acquisition was $30.6 million at December 31,
2002. BankAtlantic's loans to joint ventures have resulted in deferral of the
recognition of interest income on the financing activity and/or the deferral of
profit recognition from the joint venture. The less than 50% owned joint
ventures are accounted for under the equity method of accounting and primarily
develop residential and multifamily properties. Other real estate held for sale
consisted of commercial property acquired in connection with the Community
acquisition.
The components of gains on sales of real estate developed for resale
were as follows (in thousands):
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
------------- ------------- -------------
Sales of real estate $207,808 $142,983 $100,322
Cost of sales on real estate 159,675 109,288 78,246
-------- -------- --------
Gains on sales of real estate 48,133 33,695 22,076
Equity in joint venture earnings 3,517 2,888 1,141
-------- -------- --------
Gains on sales of real estate held for sale
and joint venture activities $ 51,650 $ 36,583 $ 23,217
======== ======== ========
F-68
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Condensed Combined Statements of Financial Condition and Condensed
Combined Statements of Operations for joint ventures is as follows for 2002 and
2001: (Unaudited)
DECEMBER 31,
-----------------------------------
(IN THOUSANDS) 2002 2001
------------- -------------
STATEMENT OF FINANCIAL CONDITION
Real estate assets $70,367 $48,234
Other assets 6,846 10,158
------- -------
Total Assets $77,213 $58,392
======= =======
Notes payable - BankAtlantic $58,341 $28,832
Other notes payable 11,041 3,445
Other liabilities 6,923 11,665
------- -------
Total Liabilities 76,305 43,942
Partners' capital 908 14,450
------- -------
Total Liabilities and Equity $77,213 $58,392
======= =======
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------
2002 2001 2000
------- ------- -------
STATEMENT OF OPERATIONS
Revenues $47,179 $79,655 $74,487
Selling, general and administrative expenses 44,051 74,617 68,055
------- ------- -------
Net income (1) $ 3,128 $ 5,038 $ 6,432
======= ======= =======
(1) Included in The Company's share of net income from joint ventures
was the deferral of interest income associated with loans to joint ventures and
the subsequent recognition of the deferred income as a reduction in cost of
sales when the real estate is sold.
BLUEGREEN CORPORATION
(Unaudited)
DECEMBER 31,
(IN THOUSANDS) 2002
------------
ASSETS
Contracts and notes receivable $ 122,253
Inventory, net 173,131
Other assets 138,608
------------
Total assets $ 433,992
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Line-of-credit, notes, and debentures $ 184,140
Deferred income taxes 31,122
Other liabilities 57,205
------------
Total liabilities 272,467
Minority interest 3,242
Total stockholders' equity 158,283
------------
Total liabilities and stockholders' equity $ 433,992
============
F-69
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
BLUEGREEN CORPORATION
FROM ACQUISITION DATE THROUGH DECEMBER 31, 2002 - (UNAUDITED)
(IN THOUSANDS)
Gross profit on sales of real estate and other $ 144,885
Operating and corporate expenses 128,308
-------------
Operating profit 16,577
Other income, net 5,181
Net interest income 2,411
-------------
INCOME BEFORE TAXES 24,169
Provision for income taxes 8,793
-------------
NET INCOME $ 15,376
=============
22. RELATED PARTY
During 1998, the Company entered into an agreement with Abdo Companies,
Inc., a company in which John E. Abdo, Vice Chairman of the Company, is the
principal shareholder and CEO, whereby Abdo Companies receives monthly
management fees from Levitt. BFC, the Company's parent company received
management fees in connection with providing accounting, general and
administrative services to Levitt. The amounts paid may not be representative of
the amount that would be paid in an arms-length transaction. Management fees to
related parties for the years ended December 31, 2002, 2001 and 2000 consisted
of:
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
2002 2001 2000
---------------- ------------ -----------
Abdo Companies $ 291,240 $ 291,246 $ 475,136
BFC 170,000 80,000 80,000
---------------- ------------ -----------
$ 461,240 $ 371,246 $ 555,136
================ ============ ===========
The Company is an investor in Seisint, Inc., ("Seisint") a privately
held technology company located in Boca Raton, Florida. Seisint owns 748,000
shares of the Company's Class A common stock. The Company has a $15 million
investment in 3,033,386 shares of Seisint's common stock which shares were
acquired in October 1999 at an average price of $4.95. Both Alan B. Levan and
John E. Abdo were directors of Seisint. Alan Levan owns or controls direct and
indirect interests in an aggregate of 286,709 shares of Seisint common stock
purchased at an average price of $8.14 and Mr. Abdo owns or controls direct and
indirect interests in an aggregate of 368,408 shares of Seisint common stock
purchased at an average price of $7.69. Jarett Levan has an indirect ownership
interest in an aggregate of 350 shares of such common stock, and director Bruno
DiGiulian has an indirect ownership interest in 1,754 shares of such common
stock. The Company and its affiliates collectively own approximately 7% of
Seisint's outstanding common stock. Seisint also served as an Application
Service Provider ("ASP") for the Company for one customer service information
technology application. This ASP relationship was in the ordinary course of
business, and fees aggregating approximately $155,000, $169,000 and $368,000
were paid to Seisint for its services during the years ended December 31, 2002,
2001 and 2000, respectively. The ASP relationship was terminated effective
September 2002. During 2001, Mr. Levan and Mr. Abdo resigned from Seisint's
Board of Directors and initiated a lawsuit on behalf of the Company and others
against the founder of Seisint, personally, regarding his role in Seisint. The
Company and other owners of the shares of Seisint who are parties to the lawsuit
will share in legal fees incurred in connection with the litigation and in any
recovery in proportion to their respective interests. In early 2003 Seisint
initiated a lawsuit against the Company seeking to have a restrictive legend on
its Company Class A Stock removed.
During the year ended December 31, 2002, the Company performed an
evaluation of its investment in Seisint to determine if there was an other than
temporary decline in value associated with this investment. As a consequence, of
this evaluation, included in the Company's statement of operations during the
year ended December 31, 2002 was a $15 million impairment charge for the write
off of the Company's investment in Seisint.
F-70
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
During 2000, the Company invested $1.2 million in two private limited
partnerships managed by BFC Financial Corporation. During 2000, approximately
$9.8 million of capital was raised by these partnerships, $3.8 million of which
was provided by independent third parties. Each of Alan Levan, Jarett Levan,
Bruno DiGiulian and John Abdo own direct and indirect interests in these
partnerships. The Company had a 12.5% equity interest in the two partnerships,
and together with its affiliates, collectively own approximately 61% of the
partnerships. The investments in the limited partnerships were accounted for
using the equity method of accounting in the consolidated financial statements
of the Company. During the year ended December 31, 2002 the partnership
distributed substantially all of their assets to the limited partners.
The Company and its subsidiaries utilized certain services of Ruden,
McClosky, Smith, Schuster & Russell, P.A. ("Ruden, McClosky"), a law firm to
which Bruno DiGiulian, a director of the Company, is of counsel. Fees
aggregating $1.0 million, $793,000 and $166,000 were paid to Ruden, McClosky by
BankAtlantic and Levitt Corporation for each of the years in the three year
period ended December 31, 2002. Ruden, McClosky also represents Alan B. Levan
and John E. Abdo with respect to certain other business interests.
Alan B. Levan and John E. Abdo have investments or are partners in real
estate joint ventures with developers, which developers, in connection with
other ventures, have loans from BankAtlantic or are partners in joint ventures
with Levitt Corporation.
Certain officers of Levitt Corporation or its subsidiaries have
minority ownership interests in joint venture partnerships in which Levitt is
also a limited or general partner. Certain of the Company's affiliates,
including its executive officers, have independently made investments with their
own funds in both public and private entities in which the Company holds
investments.
BFC paid BankAtlantic $67,000 during 2002 for office space used by BFC
in BankAtlantic's headquarters and for miscellaneous administrative and other
related expenses. BankAtlantic provided certain administrative services to
Bluegreen in 2002 without receipt of payment for such services.
Alan B. Levan is Chairman and John E. Abdo is Vice-Chairman of the
Board of each of Bluegreen and BFC.
The BankAtlantic Foundation is a non-profit foundation established by
BankAtlantic. During 2002, the Foundation made donations aggregating $350,000,
including $50,000 to the Broward Community College Foundation, $15,000 to the
Florida Grand Opera, $8,320 to the Leadership Broward Foundation, $4,250 to
ArtServe, $3,000 to the Broward Performing Arts Foundation and $2,500 to the
Boys & Girls Club of Broward. Alan Levan sits on the Boards of the Broward
Community College Foundation and the Florida Grand Opera, Jarett Levan sits on
the Boards of the Leadership Broward Foundation and ArtServe, John E. Abdo is
Chairman of the Board of the Broward Performing Arts Foundation and Charlie C.
Winningham, II is on the Board of the Boys & Girls Club of Broward.
23. SEGMENT REPORTING
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. Results of operations are reported through six
reportable segments. Bank Investments, Commercial Banking, and Community Banking
are our Bank Operation segments, which are conducted through BankAtlantic. The
remaining reportable segments consist of the activities of Levitt Corporation
and its subsidiaries, Ryan Beck & Co. and its subsidiaries and the parent
company. The parent company includes the operations of BankAtlantic Bancorp as
well as acquisition related expenses such as goodwill amortization and retention
pool compensation expense related to the acquisition of Ryan Beck in 1998.
Interest expense and certain revenue and expense items are allocated to the
three Bank Operation reportable segments as interest expense and overhead. The
presentation and allocation of interest expense and overhead and the net income
calculated under the management approach associated with the Bank Operation
reportable segments and the parent company 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 were utilized, the relative
contributions of the segments might differ but the relative trends in the
segments would, in management's view, likely not be impacted.
F-71
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following summarizes the aggregation of the Company's operating
segments into reportable segments:
REPORTABLE SEGMENT OPERATING SEGMENTS AGGREGATED
Bank Investments Investments, tax certificates, residential
loans purchased, CRA lending and real
estate capital services
Commercial Banking Commercial lending, syndications,
international, lease finance, trade
finance and a real estate joint venture
development
Community Banking Indirect and direct consumer lending,
small business lending and ATM operations
Levitt Corporation Real estate and joint venture operations
Ryan Beck & Co., Inc. Investment banking and brokerage
operations
Parent Company BankAtlantic Bancorp's operations, costs
of acquisitions, financing of
acquisitions, and equity investments
The accounting policies of the segments are generally the same as those
described in the summary of significant accounting policies. Intersegment
transactions consist of borrowings by real estate operations and investment
banking operations which are recorded based upon the terms of the underlying
loan agreements and are eliminated. The elimination entries consist of the
intercompany loan interest income and interest expense, management fees,
consulting fees, facilities rent and brokerage commission.
F-72
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Company evaluates segment performance based on net segment income
after tax. The table below is segment information for income before
extraordinary item and cumulative effect of a change in accounting principle for
the three years ended December 31, 2002:
BANK LEVITT PARENT ELIMINATION SEGMENT
(IN THOUSANDS) OPERATIONS CORPORATION RYAN BECK COMPANY ENTRIES TOTAL
----------- ----------- ----------- ----------- ----------- ------------
2002
Interest income $ 297,092 $ 1,260 $ 12,935 $ 1,745 $ (3,262) $ 309,770
Interest expense (132,970) (389) (2,682) (17,439) 1,518 (151,962)
Provision for loan losses (14,077) -- -- -- -- (14,077)
Non-interest income 53,317 55,444 155,971 (17,324) 910 248,318
Non-interest expense (134,408) (30,548) (167,966) (2,392) 834 (334,480)
Segment profits and losses
before taxes 68,954 25,767 (1,742) (35,410) -- 57,569
Provision for income taxes (23,845) (6,254) 1,808 12,415 -- (15,876)
----------- ----------- ----------- ----------- ----------- -----------
Segment net income (loss) $ 45,109 $ 19,513 $ 66 $ (22,995) $ -- $ 41,693
=========== =========== =========== =========== =========== ===========
Segment average assets $ 4,699,579 264,559 $ 189,523 $ 100,296 $ 156,073 $ 5,410,030
=========== =========== =========== =========== =========== ===========
Equity method investments
included in total assets $ 23,602 $ 61,583 $ -- $ 1,934 $ -- $ 87,119
=========== =========== =========== =========== =========== ===========
Expenditures for segment
assets $ 299 $ -- $ 2,285 $ -- $ -- $ 2,584
=========== =========== =========== =========== =========== ===========
Depreciation and amortization $ (5,113) $ (131) $ (1,225) $ (690) $ -- $ (7,159)
=========== =========== =========== =========== =========== ===========
2001
Interest income $ 324,732 $ 1,989 $ 1,978 $ 229 $ (3,310) $ 325,618
Interest expense (171,010) (180) (517) (18,297) 2,405 (187,599)
Provision for loan losses (16,905) -- -- -- -- (16,905)
Non-interest income 37,457 36,603 44,683 4,226 (85) 122,884
Non-interest expense (103,353) (26,772) (48,170) (13,071) 990 (190,376)
Segment profits and losses
before taxes 70,921 11,640 (2,026) (26,913) -- 53,622
Provision for income taxes (26,292) (4,118) 709 7,101 -- (22,600)
----------- ----------- ----------- ----------- ----------- -----------
Segment net income (loss) $ 44,629 $ 7,522 $ (1,317) $ (19,812) $ -- $ 31,022
=========== =========== =========== =========== =========== ===========
Segment average assets $ 4,263,526 $ 173,437 $ 74,108 $ 99,220 $ 85,036 $ 4,695,327
=========== =========== =========== =========== =========== ===========
Equity method investments
included in total assets $ -- $ 7,127 $ -- $ 1,107 $ -- $ 8,234
=========== =========== =========== =========== =========== ===========
Expenditures for segment
assets $ 297 $ -- $ 1,003 $ -- $ -- $ 1,300
=========== =========== =========== =========== =========== ===========
Depreciation and amortization $ (3,612) $ (96) $ (1,580) $ (7,749) $ -- $ (13,037)
=========== =========== =========== =========== =========== ===========
F-73
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
BANK LEVITT PARENT ELIMINATION SEGMENT
(IN THOUSANDS) OPERATIONS CORPORATION RYAN BECK COMPANY ENTRIES TOTAL
----------- ----------- ----------- ----------- ----------- -----------
2000
Interest income $ 326,893 $ 2,264 $ 2,151 $ 1,205 $ (4,622) $ 327,891
Interest expense (188,618) (1,315) (551) (20,588) 1,060 (210,012)
Provision for loan losses (29,132) -- -- -- (29,132)
Non-interest income 33,899 27,960 52,133 11,343 3,057 128,392
Non-interest expense (99,747) (18,746) (51,884) (7,335) 505 (177,207)
Segment profits and losses
before taxes 43,295 10,163 1,849 (15,375) -- 39,932
Provision for income taxes (14,794) (3,208) (982) 3,097 -- (15,887)
----------- ----------- ----------- ----------- ----------- -----------
Segment net income (loss) $ 28,501 $ 6,955 $ 867 $ (12,278) $ -- $ 24,045
=========== =========== =========== =========== =========== ===========
Segment average assets $ 4,009,179 $ 157,090 $ 43,890 $ 88,844 $ 94,375 $ 4,393,378
=========== =========== =========== =========== =========== ===========
Equity method investments
included in total assets $ -- $ 7,559 $ -- $ 1,500 $ -- $ 9,059
=========== =========== =========== =========== =========== ===========
Expenditures for segment
assets $ 250 $ -- $ 800 $ -- $ -- $ 1,050
=========== =========== =========== =========== =========== ===========
Depreciation and amortization $ (1,455) $ (78) $ (1,677) $ (2,946) $ -- $ (6,156)
=========== =========== =========== =========== =========== ===========
The changes in the carrying amount of goodwill for the year ended
December 31, 2002 was as follows:
BANK LEVITT PARENT ELIMINATION SEGMENT
(IN THOUSANDS) OPERATIONS CORPORATION RYAN BECK COMPANY ENTRIES TOTAL
---------- ----------- ----------- ----------- ------------ ----------
Balance as of December 31, 2001 16,155 -- 4,635 19,069 -- 39,859
Community goodwill acquired 55,069 -- -- -- -- 55,069
Cumulative effect of changes in
accounting principles (3,014) (13,339) (16,353)
------- ------- ------- ------- ------- -------
Balance as of December 31, 2002 71,224 -- 1,621 5,730 -- 78,575
======= ======= ======= ======= ======= =======
F-74
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Bank Operations consists of three reportable segments. The table below
is segment information for income before extraordinary item and cumulative
effect of a change in accounting principle for the three years ended December
31, 2002:
BANK OPERATIONS
--------------------------------------------------
BANK COMMERCIAL COMMUNITY BANK OPS
(IN THOUSANDS) INVESTMENTS BANKING BANKING TOTAL
----------- ----------- ----------- -----------
2002
Interest income $ 164,625 $ 106,746 $ 25,721 $ 297,092
Interest expense and overhead (113,908) (61,032) (15,142) (190,082)
Provision for loan losses (305) (12,533) (1,239) (14,077)
Direct non-interest income 5,136 5,748 9,616 20,500
Segment profits and losses
before taxes 44,337 25,694 (1,077) 68,954
Provision for income taxes (15,332) (8,885) 372 (23,845)
----------- ----------- ----------- -----------
Segment net income (loss) $ 29,005 $ 16,809 $ (705) $ 45,109
=========== =========== =========== ===========
Segment average assets $ 2,639,070 $ 1,653,148 $ 407,361 $ 4,699,579
=========== =========== =========== ===========
Equity method investments
included in total assets $ -- $ 23,602 $ -- $ 23,602
=========== =========== =========== ===========
Expenditures for segment
assets $ -- $ 10 $ 289 $ 299
=========== =========== =========== ===========
Depreciation and amortization $ (4,715) $ (15) $ (383) $ (5,113)
=========== =========== =========== ===========
2001
Interest income $ 179,151 $ 118,430 $ 27,151 $ 324,732
Interest expense and overhead (135,160) (68,864) (16,325) (220,349)
Provision for loan losses 215 (21,096) 3,976 (16,905)
Direct non-interest income 919 3,074 11,073 15,066
Segment profits and losses
before taxes 39,383 25,413 6,125 70,921
Provision for income taxes (14,598) (9,420) (2,274) (26,292)
----------- ----------- ----------- -----------
Segment net income (loss) $ 24,785 $ 15,993 $ 3,851 $ 44,629
=========== =========== =========== ===========
Segment average assets $ 2,571,246 $ 1,368,850 $ 323,430 $ 4,263,526
=========== =========== =========== ===========
Equity method investments
included in total assets $ -- $ -- $ -- $ --
=========== =========== =========== ===========
Expenditures for segment
assets $ 137 $ 3 $ 157 $ 297
=========== =========== =========== ===========
Depreciation and amortization $ (2,534) $ (319) $ (759) $ (3,612)
=========== =========== =========== ===========
F-75
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
BANK OPERATIONS
--------------------------------------------------
BANK COMMERCIAL COMMUNITY BANK OPS
(IN THOUSANDS) INVESTMENTS BANKING BANKING TOTAL
----------- ----------- ----------- -----------
2000
Interest income $ 178,229 $ 115,426 $ 33,238 $ 326,893
Interest expense and overhead (145,565) (68,030) (20,229) (233,824)
Provision for loan losses (449) (15,866) (12,817) (29,132)
Direct non-interest income 731 2,359 11,693 14,783
Segment profits and losses
before taxes 27,474 28,072 (12,251) 43,295
Provision for income taxes (9,576) (9,825) 4,607 (14,794)
----------- ----------- ----------- -----------
Segment net income (loss) $ 17,898 $ 18,247 $ (7,644) $ 28,501
=========== =========== =========== ===========
Segment average assets $ 2,484,625 $ 1,173,581 $ 350,973 $ 4,009,179
=========== =========== =========== ===========
Equity method investments
included in total assets $ -- $ -- $ -- $ --
=========== =========== =========== ===========
Expenditures for segment
assets $ 35 $ 14 $ 201 $ 250
=========== =========== =========== ===========
Depreciation and amortization $ (1,870) $ 654 $ (239) $ (1,455)
=========== =========== =========== ===========
The changes in the carrying amount of goodwill for the year ended
December 31, 2002 were as follows:
BANK OPERATIONS
-----------------------------------------------
BANK COMMERCIAL COMMUNITY BANK OPS
(IN THOUSANDS) INVESTMENTS BANKING BANKING TOTAL
----------- --------- --------- ---------
Balance as of December 31, 2001 7,738 8,208 209 16,155
Community goodwill acquired 26,584 27,769 716 55,069
----------- --------- --------- ---------
Balance as of December 31, 2002 34,322 35,977 925 71,224
=========== ========= ========= =========
Depreciation and amortization consist of: depreciation on property and
equipment, amortization of premiums and discounts on loans and investments,
amortization of cost over fair value of net assets acquired, and amortization of
the retention pool.
24. SUBSEQUENT EVENT (UNAUDITED)
On February 14, 2003, Levitt filed a registration statement on Form S-1
for an initial public offering by Levitt Corporation of up to $100 million of
fixed rate subordinated investment notes. No minimum amount of investment notes
must be sold and Levitt can terminate the offer at any time. Levitt does not
intend to use registered broker-dealers to assist with the sale of these
securities. The investment notes are subordinated to all existing and future
senior indebtedness of Levitt.
The registration statement relating to these investment notes has been
filed with the SEC but has not yet become effective. The investment notes may
not be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This disclosure shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State. No prospectus meeting the requirements of Section 10 of the
Securities Act of 1933 is available at this time and it is not expected that one
will be available until the registration statement has been declared effective.
F-76
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
Items 10 through 13 will be provided by incorporating the information
required under such items by reference to the registrant'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 10-K/A no later than the end of
such 120 day period.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC reports.
Changes in Internal Controls
In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of the last
evaluation.
Limitations on the Effectiveness of Controls
Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures
and internal controls will prevent all error and all improper conduct. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of improper conduct, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control.
Further, the design of any system of controls also is based in part
upon assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.
CEO and CFO Certifications
Appearing immediately following the Signatures section of this report
there are Certifications of the principal executive officer and the principal
financial officer. The Certifications are required in accord with Section 302 of
the Sarbanes-Oxley Act of 2002. This Item of this report, which you are
currently reading, is the information concerning the evaluation referred to in
the Section 302 Certifications and this information should be read in
conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.
70
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) FINANCIAL STATEMENTS
The following consolidated financial statements of
BankAtlantic Bancorp, Inc. and its subsidiaries are included
herein under Part II, Item 8 of this Report.
Independent Auditors' Report dated
February 3, 2003.
Consolidated Statements of Financial
Condition as of December 31, 2002 and 2001.
Consolidated Statements of Operations for
each of the years in the three year period
ended December 31, 2002.
Consolidated Statements of Stockholders'
Equity and Comprehensive Income for each of
the years in the three year period ended
December 31, 2002.
Consolidated Statements of Cash Flows for
each of the years in the three year period
ended December 31, 2002.
Notes to Consolidated Financial Statements
for each of the years in the three year
period ended December 31, 2002.
(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.
71
(3) EXHIBITS
The following exhibits are either filed as a part of this Report or are
incorporated herein by reference to documents previously filed as indicated
below:
EXHIBIT
NUMBER DESCRIPTION REFERENCE
- ----------------------------------------------------------------------------------------------------------------------------------
3.1 Restated Articles of Incorporation Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30,
2001, filed on August 14, 2001.
3.3 Bylaws Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4, filed on May 5, 1994
(Registration No. 33-77708).
3.5 Amendment to the Bylaws Form 10K for the year ended December 31, 2001,
Filed on March 30, 2002.
10.1 Indenture for the Registrant's 9% Subordinated Exhibit 4.1 to the Registrant's Registration
Debentures due 2005 Statement on Form S-2, filed on August 25, 1995
(Registration No. 33-96184).
10.4 Indenture for the Registrant's 5-5/8% Convertible Exhibit 4.1 to the Registrant's Registration
Subordinated Debentures due 2007 Statement on Form S-3, filed on October 27,
1997 (Registration No. 333-38799).
10.5 1998 Ryan Beck Stock Option Plan* Appendix A, Exhibit B to the Registrant's
Registration statement on Form S-4 filed on
May 26, 1998. (Registration No. 333-53107)
10.6 BankAtlantic Bancorp 2000 Non-qualified Stock Form 10K for the year ended December 31, 2001,
Option Plan Filed on March 30, 2002.
10.7 BankAtlantic Bancorp 1996 Stock Option Plan* Appendix A to the Registrant's Definitive
Proxy Statement filed on April 25, 1996.
10.8 BankAtlantic Bancorp 1998 Stock Option Plan* Appendix A to the Registrant's Definitive
Proxy Statement filed on March 16, 1998.
10.9 BankAtlantic Bancorp, Inc. Restricted Stock Exhibit 10.9 to the Registrant's Annual Report on
Award Plan for Key Employees of Ryan, Form 10K for the year ended December 31, 1998,
Beck & Co., Inc.* Filed on March 26, 1999.
10.10 BankAtlantic Bancorp, Inc. - Ryan Beck Exhibit 10.10 to the Registrant's Annual Report on
Restricted Stock Incentive Plan* Form 10K for the year ended December 31, 1998.
Filed on March 26, 1999.
10.11 BankAtlantic Bancorp-Ryan Beck Executive Appendix B to the Registrant's Definitive Proxy
Incentive Plan* Statement filed on June 22, 1999.
10.12 BankAtlantic Bancorp 1999 Stock Option Plan* Appendix C to the Registrant's Definitive Proxy
Statement filed on June 22, 1999.
10.13 BankAtlantic Bancorp 1999 Non-qualified Stock Form 10K for the year ended December 31, 2001,
Option Plan* Filed on March 30, 2002.
10.14 BankAtlantic Bancorp 2001 Stock Option Plan* Exhibit 10.14 to the Registrant's Annual Report on
Form 10K for the year ended December 31, 2000,
Filed on March 30, 2001.
10.15 Columbus Bank and Trust Company loan
Agreement, dated as of September 17, 2001 Form 10K for the year ended December 31, 2001,
Filed on March 30, 2002.
10.16 Employment agreement of James A. White Exhibit 10.16 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000,
Filed on March 30, 2001.
10.17 Employment agreement of Ben A. Plotkin Appendix A, Exhibit D to the Registrant's
Registration statement on Form S-4 filed on
May 26, 1998. (Registration No. 333-53107)
10.18 Employment agreement of Lloyd B. DeVaux Form 10K for the year ended December 31, 2001,
Filed on March 30, 2002.
72
EXHIBIT
NUMBER DESCRIPTION REFERENCE
- ----------------------------------------------------------------------------------------------------------------------------------
10.19 (a) BankAtlantic Split Dollar Life Insurance Plan Form 10K for the year ended December 31, 2001,
Filed on March 30, 2002.
10.19 (b) BankAtlantic Split Dollar Life Insurance Plan Form 10K for the year ended December 31, 2001,
Agreement with Alan B. Levan Filed on March 30, 2002.
10.19 (c) Corrective amendment to BankAtlantic Split Form 10K for the year ended December 31, 2001,
Dollar Life Insurance Plan Agreement Filed on March 30, 2002.
10.20 Indenture for the Registrant's 8.50% Junior Exhibit 4.4 to the Registrant's form S-3A, filed
Subordinated Debentures due 2027 held by BBC On October 24, 2001 (Registration 333-71594
Capital Trust II and 333-71594-01)
10.21 Amended and Restated Trust Agreement of BBC Exhibit 4.9 to the Registrant's Registration
Capital Trust II Statement From S-3A, filed on October 27, 2001
(Registration Nos. 333-71594 and 333-71594-01)
10.22 Amended and Restated Declaration of Trust of BBC Exhibit 10.1 to the Registrant's quarterly report
Capital Statutory Trust III on Form 10-Q for the quarter ended June 30, 2002
filed on August 14, 2002.
10.23 Indenture for the Registrant's Floating Rate Exhibit 10.2 to the Registrant's quarterly report on
Junior Subordinated Deferrable Interest Form 10-Q for the quarter ended June 30, 2002
Debentures held by BBC Capital Trust III filed on August 14, 2002.
10.24 Amended and Restated Declaration of Trust of BBC Exhibit 10.1 to the Registrant's quarterly report
Capital Statutory Trust IV on Form 10-Q for the quarter ended September 30,
2002 filed on November 14, 2002.
10.25 Indenture for the Registrant's Floating Rate Exhibit 10.2 to the Registrant's quarterly report
Junior Subordinated Deferrable Interest on Form 10-Q for the quarter ended September 30,
Debentures due 2032 held by BBC Capital Statutory 2002 filed on November 14, 2002.
Trust IV
10.26 Amended and Restated Trust Agreement of BBC Exhibit 10.3 to the Registrant's quarterly report
Capital Trust V on Form 10-Q for the quarter ended September 30,
2002 filed on November 14, 2002.
10.27 Indenture for the Registrant's Floating Rate Exhibit 10.3 to the Registrant's quarterly report
Junior Subordinated Notes due 2032 held by BBC on Form 10-Q for the quarter ended September 30,
Capital Trust V 2002 filed on November 14, 2002.
10.28 Indenture for the Company's Floating Rate Junior Filed with this Report.
Subordinated Notes due 2032 held by BBC Capital
Trust VI
10.29 Amended and Restated Trust Agreement of BBC Filed with this Report.
Capital Trust VI
10.30 Indenture for the Company's Floating Rate Junior Filed with this Report.
Subordinated Deferrable Interest Debentures due
2032 held by BBC Capital Statutory Trust VII
10.31 Amended and Restated Declaration of Trust of BBC Filed with this Report.
Capital Statutory Trust VII
10.32 Indenture for the Company's Floating Rate Junior Filed with this Report.
Subordinated Debt Securities due 2033 held by BBC
Capital Trust VIII
10.33 Amended and Restated Declaration of Trust of BBC Filed with this Report.
Capital Trust VIII
10.34 Indenture for the Company's Floating Rate Junior Filed with this Report.
Subordinated Debt Securities due 2033 held by BBC
Capital Trust IX
10.35 Amended and Restated Declaration of Trust of BBC Filed with this Report.
Capital Trust IX
10.36 Indenture for BankAtlantic's Floating Rate Filed with this Report.
Subordinated Debt Securities due 2012
73
EXHIBIT
NUMBER DESCRIPTION REFERENCE
- ----------------------------------------------------------------------------------------------------------------------------------
10.37 Amendment to the BankAtlantic Bancorp, Inc. 1999 Filed with this Report.
Stock Option Plan
10.38 Amended and restated BankAtlantic Bancorp 2001 Appendix B to the Registrant's Definitive Proxy
Option Plan Statement filed on April 18, 2002.
12.1 Ratio of Earnings to Fixed Charges. Filed with this Report.
21.1 Subsidiaries of the Registrant. Filed with this Report.
23.1 Consent of KPMG LLP Filed with this Report.
99.1 Certification of Alan B. Levan Filed with this Report.
99.2 Certification of James A. White Filed with this Report.
- ---------
*Compensatory Plan
Reports of Form 8-K
Filed on December 23, 2002 reporting the sale of an aggregate of $65 million of
trust preferred securities in three separate transactions and the redemption in
January 2003 of $31.1 million of 9.5% cumulative Trust Preferred Securities and
$21 million of 9.0% subordinated debentures.
Filed on October 11, 2002 reporting a $15.1 million impairment charge resulting
from a cumulative effect of a change in accounting principle upon the
implementation of Financial Accounting Standard Board Statement No. 142.
Filed on October 10, 2002, reporting the redemption of $43.65 million of its
9.50% Cumulative Trust Preferred Securities effective November 12, 2002.
Filed on October 2, 2002, reporting the sale of an aggregate of $35 million of
trust preferred securities in two separate transactions on September 26 and
September 27, 2002.
74
SIGNATURES
Pursuant to the requirements of Sections 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.
BANKATLANTIC BANCORP, INC.
March 31, 2003 By: /s/ ALAN B. LEVAN
---------------------------------------
Alan B. Levan, Chairman of the Board,
President and Chief Executive Officer
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 indicated.
SIGNATURE TITLE
--------- -----
/s /Alan B. Levan Chairman of the Board, President and Chief Executive
- ----------------------------------------------------------- Officer
Alan B. Levan
/s/ John E Abdo Vice Chairman of the Board; President of Levitt
- ----------------------------------------------------------- Corporation
John E. Abdo
/s/ James A. White Executive Vice President and Chief Financial
- ----------------------------------------------------------- Officer
James A. White
/s/ Steven M. Coldren Director
- -----------------------------------------------------------
Steven M. Coldren
/s/ Mary E. Ginestra Director
- -----------------------------------------------------------
Mary E. Ginestra
/s/ Bruno Di Giulian Director
- -----------------------------------------------------------
Bruno Di Giulian
/s/ Charlie C. Winningham, II Director
- -----------------------------------------------------------
Charlie C. Winningham, II
/s/ Jarett S. Levan Director
- -----------------------------------------------------------
Jarett S. Levan
/s/ Jonathan Mariner Director
- -----------------------------------------------------------
Jonathan Mariner
/s/ D. Keith Cobb Director
- -----------------------------------------------------------
D. Keith Cobb
75
I, James A. White, certify that:
1. I have reviewed this annual report on Form 10-K of BankAtlantic
Bancorp, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 31, 2003
By: /s/ JAMES A. WHITE
---------------------------------
James A. White,
Chief Financial Officer
76
I, Alan B. Levan, certify that:
1. I have reviewed this annual report on Form 10-K of BankAtlantic
Bancorp, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
DATE: MARCH 31, 2003
By:/s/ ALAN B. LEVAN
-----------------------
Alan B. Levan,
Chief Executive Officer
77