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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2002

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 1-13921

 

BankUnited Financial Corporation

(Exact name of registrant as specified in its charter)

 

Florida

(State or other jurisdiction of

incorporation or organization)

 

65-0377773

(I.R.S. Employer

Identification Number)

 

255 Alhambra Circle, Coral Gables 33134

(Address of principal executive offices) (Zip Code)

 

(305) 569-2000

(Registrant’s telephone number, including area code)

 

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  ¨

 

The number of shares outstanding of the registrant’s common stock at the close of business on February 6, 2003 was 24,964,025 shares of Class A Common Stock, $.01 par value, and 536,562 shares of Class B Common Stock, $.01 par value.

 

This Form 10-Q contains 33 pages.

The Index to Exhibits appears on page 33.


Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

 

FORM 10-Q REPORT FOR THE QUARTER ENDED DECEMBER 31, 2002

 

TABLE OF CONTENTS

 

      

Page No.


PART I—FINANCIAL INFORMATION

      

Item 1.    Financial Statements

      

Consolidated Statements of Financial Condition as of December 31, 2002 (unaudited) and September 30, 2002

    

3

Consolidated Statements of Operations (unaudited) for the Three Months Ended December 31, 2002 and December 31, 2001

    

4

Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended December 31, 2002 and December 31, 2001

    

5

Condensed Notes to Consolidated Financial Statements (unaudited)

    

6

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

    

12

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

    

27

Item 4.    Controls and Procedures

    

28

PART II—OTHER INFORMATION

      

Item 4.    Submission of Matters to a Vote of Security Holders

    

29

Item 6.    Exhibits and Reports on Form 8-K

    

29

Signatures and Certifications

    

30

 

2


Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

    

December 31,
2002


    

September 30, 2002


 
    

(Dollars in thousands, except share data)

 

Assets:

                 

Cash

  

$

68,222

 

  

$

48,609

 

Federal Home Loan Bank overnight deposits

  

 

19,807

 

  

 

419,946

 

Federal funds sold and securities purchased under agreements to resell

  

 

1,746

 

  

 

3,735

 

Investments available for sale, at fair value

  

 

199,960

 

  

 

171,585

 

Mortgage-backed securities available for sale, at fair value

  

 

1,778,248

 

  

 

1,136,634

 

Loans receivable, net

  

 

3,715,404

 

  

 

3,713,365

 

Mortgage loans held for sale (fair value of approximately $297,325 and $284,239 at December 31, 2002 and September 30, 2002, respectively)

  

 

291,594

 

  

 

278,759

 

Other earning assets

  

 

90,023

 

  

 

90,724

 

Office properties and equipment, net

  

 

17,502

 

  

 

17,744

 

Real estate owned

  

 

3,239

 

  

 

3,003

 

Accrued interest receivable

  

 

30,356

 

  

 

28,861

 

Mortgage servicing rights

  

 

8,536

 

  

 

6,746

 

Goodwill

  

 

28,353

 

  

 

28,353

 

Bank-owned life insurance

  

 

73,937

 

  

 

53,180

 

Prepaid expenses and other assets

  

 

45,406

 

  

 

27,304

 

    


  


Total assets

  

$

6,372,333

 

  

$

6,028,548

 

    


  


Liabilities and Stockholders’ Equity:

                 

Liabilities:

                 

Deposits

  

$

3,026,527

 

  

$

2,976,171

 

Securities sold under agreements to repurchase

  

 

546,262

 

  

 

355,042

 

Advances from Federal Home Loan Bank

  

 

1,792,133

 

  

 

1,806,089

 

Senior notes

  

 

200,000

 

  

 

200,000

 

Company obligated mandatorily redeemable trust preferred securities of subsidiary trusts holding solely junior subordinated deferrable interest debentures of BankUnited

  

 

290,016

 

  

 

253,761

 

Interest payable (primarily on deposits and advances from Federal Home Loan Bank)

  

 

16,328

 

  

 

13,938

 

Advance payments by borrowers for taxes and insurance

  

 

11,251

 

  

 

40,593

 

Liability for securities purchased pending settlement

  

 

102,305

 

  

 

—  

 

Accrued expenses and other liabilities

  

 

33,488

 

  

 

37,805

 

    


  


Total liabilities

  

 

6,018,310

 

  

 

5,683,399

 

    


  


Stockholders’ Equity:

                 

Preferred Stock, Authorized shares—10,000,000. Issued shares—Noncumulative Convertible Preferred Stock, Series B—574,007; Outstanding shares—Noncumulative Convertible Preferred Stock Series B—547,287

  

 

7

 

  

 

6

 

Class A Common Stock, $0.01 par value. Authorized shares—60,000,000. Issued shares—25,144,583 and 25,008,515 at December 31, 2002 and September 30, 2002, respectively. Outstanding shares—24,811,583 and 24,675,515 at December 31, 2002 and September 30, 2002, respectively

                 
  

 

251

 

  

 

250

 

Class B Common Stock, $0.01 par value. Authorized shares—3,000,000. Issued shares—580,262 and 536,562, at December 31, 2002 and September 30, 2002, respectively. Outstanding shares—536,562 at December 31, 2002 and September 30, 2002.

  

 

6

 

  

 

5

 

Additional paid-in capital

  

 

255,265

 

  

 

253,511

 

Retained earnings

  

 

86,273

 

  

 

77,566

 

Common Treasury Stock—376,700 and 333,000 shares at December 31, 2002 and September 30, 2002, respectively

  

 

(3,279

)

  

 

(2,794

)

Preferred Treasury Stock—26,720 shares

  

 

(528

)

  

 

(528

)

Deferred compensation and option shares

  

 

697

 

  

 

528

 

Accumulated other comprehensive income

  

 

15,331

 

  

 

16,605

 

    


  


Total stockholders’ equity

  

 

354,023

 

  

 

345,149

 

    


  


Total liabilities and stockholders’ equity

  

$

6,372,333

 

  

$

6,028,548

 

    


  


 

See accompanying condensed notes to consolidated financial statements

 

3


Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

    

For the Three Months Ended December 31,


 
    

2002


  

2001


 
    

(Dollars and shares

in thousands, except per share data)

 

Interest income:

               

Interest and fees on loans

  

$

61,213

  

$

66,087

 

Interest on mortgage-backed securities

  

 

13,671

  

 

13,450

 

Interest on short-term investments

  

 

117

  

 

151

 

Interest and dividends on long-term investments and other interest-earning assets

  

 

3,259

  

 

2,957

 

    

  


Total interest income

  

 

78,260

  

 

82,645

 

    

  


Interest expense:

               

Interest on deposits

  

 

22,644

  

 

28,921

 

Interest on borrowings

  

 

23,132

  

 

23,235

 

Preferred dividends of subsidiary trusts

  

 

4,876

  

 

4,929

 

    

  


Total interest expense

  

 

50,652

  

 

57,085

 

    

  


Net interest income before provision for loan losses

  

 

27,608

  

 

25,560

 

Provision for loan losses

  

 

1,300

  

 

2,950

 

    

  


Net interest income after provision for loan losses

  

 

26,308

  

 

22,610

 

    

  


Non-interest income:

               

Service fees on deposits

  

 

1,029

  

 

816

 

Service fees on loans

  

 

252

  

 

421

 

Service fees other

  

 

292

  

 

202

 

Insurance and investment services income

  

 

694

  

 

922

 

Net gain on sale of investments and mortgage-backed securities

  

 

597

  

 

830

 

Net gain on sale of loans and other assets

  

 

2,066

  

 

591

 

Other

  

 

810

  

 

731

 

    

  


Total non-interest income

  

 

5,740

  

 

4,513

 

    

  


Non-interest expenses:

               

Employee compensation and benefits

  

 

8,661

  

 

6,778

 

Occupancy and equipment

  

 

2,948

  

 

2,624

 

Telecommunications and data processing

  

 

1,210

  

 

1,007

 

Advertising and promotion expense

  

 

1,187

  

 

1,555

 

Professional fees-legal and accounting

  

 

1,147

  

 

1,015

 

Loan servicing expense

  

 

485

  

 

923

 

Insurance

  

 

280

  

 

248

 

Other operating expenses

  

 

2,317

  

 

2,325

 

    

  


Total non-interest expenses

  

 

18,235

  

 

16,475

 

    

  


Income before income taxes

  

 

13,813

  

 

10,648

 

Provision for income taxes

  

 

5,027

  

 

3,711

 

    

  


Net income

  

$

8,786

  

$

6,937

 

    

  


Earnings Per Share:

               

Basic earnings per share

  

$

0.34

  

$

0.27

 

    

  


Diluted earnings per share

  

$

0.32

  

$

0.26

 

    

  


Weighted average number of common shares outstanding:

               

Basic

  

 

25,260

  

 

25,067

 

Diluted

  

 

27,435

  

 

26,707

 

 

See accompanying condensed notes to consolidated financial statements

 

4


Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    

For the Three Months Ended December 31,


 
    

2002


    

2001


 
    

(In thousands)

 

Cash flows (used in) provided by operating activities

  

$

(185,262

)

  

$

28,176

 

Cash flows from investing activities:

                 

Net decrease (increase) in loans

  

 

11,521

 

  

 

(263,800

)

Net decrease in tax certificates

  

 

—  

 

  

 

237

 

Purchase of investment securities available for sale

  

 

(67,235

)

  

 

(10,360

)

Purchase of mortgage-backed securities available for sale

  

 

(779,164

)

  

 

(273,004

)

Purchase of other earning assets

  

 

(36,649

)

  

 

(8,649

)

Purchase of bank-owned life insurance

  

 

(20,000

)

  

 

(20,000

)

Purchase of office properties and equipment

  

 

(658

)

  

 

(1,165

)

Proceeds from repayments of investment securities available for sale

  

 

6

 

  

 

6

 

Proceeds from repayments of mortgage-backed securities held to maturity

  

 

—  

 

  

 

25,849

 

Proceeds from repayments of mortgage-backed securities available for sale

  

 

244,022

 

  

 

68,867

 

Proceeds from repayments of other earning assets

  

 

37,350

 

  

 

13,900

 

Proceeds from the sale of investment securities available for sale

  

 

40,393

 

  

 

2,731

 

Proceeds from the sale of mortgage-backed securities available for sale

  

 

140,079

 

  

 

55,132

 

Proceeds from sale of real estate owned

  

 

461

 

  

 

969

 

    


  


Net cash used in investing activities

  

 

(429,874

)

  

 

(409,287

)

    


  


Cash flows from financing activities:

                 

Net increase in deposits

  

 

50,356

 

  

 

172,260

 

Net (decrease) increase in Federal Home Loan Bank advances

  

 

(13,956

)

  

 

58,081

 

Net increase in other borrowings

  

 

191,220

 

  

 

83,026

 

Guarantee fees for senior notes

  

 

(113

)

  

 

(225

)

Repurchase of trust preferred securities

  

 

(501

)

  

 

(6,685

)

Net proceeds from issuance of stock

  

 

1,077

 

  

 

224

 

Net proceeds from the issuance of trust preferred securities

  

 

33,959

 

  

 

19,398

 

Dividends paid on preferred stock

  

 

(79

)

  

 

(50

)

Decrease in advances from borrowers for taxes and insurance

  

 

(29,342

)

  

 

(22,405

)

    


  


Net cash provided by financing activities

  

 

232,621

 

  

 

303,624

 

    


  


Decrease in cash and cash equivalents

  

 

(382,515

)

  

 

(77,487

)

Cash and cash equivalents at beginning of period

  

 

472,290

 

  

 

294,753

 

    


  


Cash and cash equivalents at end of period

  

$

89,775

 

  

$

217,266

 

    


  


Supplemental disclosure of non-cash investing and financing activities:

                 

Securitization of loans receivable and loans held for sale

  

$

150,309

 

  

$

33,299

 

Transfer of loans held in portfolio to held for sale

  

$

219,347

 

  

$

69,927

 

Securities purchased pending settlement

  

$

102,305

 

  

 

—  

 

 

See accompanying condensed notes to consolidated financial statements

 

5


Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

 

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.    Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited consolidated financial statements include the accounts of BankUnited Financial Corporation (“BankUnited”) and its subsidiaries, including BankUnited, FSB (the “Bank”). All significant intercompany transactions and balances have been eliminated.

 

The unaudited consolidated financial statements have been prepared in conformity with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission and therefore do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. Operating results for the three-month period ended December 31, 2002 are not necessarily indicative of the results that may be expected for the year ending September 30, 2003. For further information, refer to the Consolidated Financial Statements and Notes thereto included in BankUnited’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002.

 

Certain prior period amounts have been reclassified to conform to the December 31, 2002 consolidated financial statements.

 

6


Table of Contents

 

2.    Earnings Per Share

 

The following tables reconcile basic and diluted earnings per share for the three months ended December 31, 2002 and 2001.

 

    

For the Three Months ended December 31,


    

2002


  

2001


    

(Dollars and shares in thousands, except per share data)

Basic earnings per share:

             

Numerator:

             

Net Income

  

$

8,786

  

$

6,937

Preferred stock dividends

  

 

79

  

 

50

    

  

Net income available to common stockholders

  

$

8,707

  

$

6,887

    

  

Denominator:

             

Weighted average common shares outstanding

  

 

25,260

  

 

25,067

    

  

Basic earnings per share

  

$

0.34

  

$

0.27

    

  

Diluted earnings per share:

             

Numerator:

             

Net income available to common stockholders

  

$

8,707

  

$

6,887

Plus:

             

Convertible preferred stock dividends

  

 

79

  

 

50

    

  

Diluted net income available to common stockholders

  

$

8,786

  

$

6,937

    

  

Denominator:

             

Weighted average common shares outstanding

  

 

25,260

  

 

25,067

Plus:

             

Number of common shares from the conversion of options

  

 

1,141

  

 

1,100

Number of common shares from the conversion of preferred stock

  

 

1,034

  

 

540

    

  

Diluted weighted average shares outstanding

  

 

27,435

  

 

26,707

    

  

Diluted earnings per share

  

$

0.32

  

$

0.26

    

  

 

Basic earnings per share is calculated by dividing net income, adjusted for dividends declared on preferred stock, by the weighted number of shares of common stock outstanding.

 

Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common outstanding, assuming conversion of outstanding convertible preferred stock from the beginning of the period and the exercise of stock options. Such adjustments to net income and the weighted average number of shares of common stock are made only when such adjustments dilute earnings per share.

 

7


Table of Contents

 

3.   Company Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trusts Holding Solely Junior Subordinated Deferrable Interest Debentures of BankUnited

 

BankUnited Statutory Trust IV and BankUnited Statutory Trust V are wholly owned trust subsidiaries (“Trust Subsidiaries”) of BankUnited which were created under Connecticut law during the quarter ended December 31, 2002 for the purpose of issuing Trust Preferred Securities and investing the proceeds from the sale thereof in Junior Subordinated Deferrable Interest Debentures issued by BankUnited (the “Junior Subordinated Debentures”). The Trust Preferred Securities were issued and sold in private placement offerings. All of the proceeds from the sale of the Trust Preferred Securities and the common securities issued by the Trust Subsidiaries are invested in Junior Subordinated Debentures, which are the sole assets of the Trust Subsidiaries. The Trust Subsidiaries pay preferential cumulative cash distributions on the Trust Preferred Securities at the same rate as the distributions paid by BankUnited on the Junior Subordinated Debentures held by the Trust Subsidiaries. Taken together, the undertakings made by BankUnited with respect to the Trust Preferred Securities constitute a full and unconditional guarantee by BankUnited of the obligations of the Trust Preferred Securities.

 

The following table provides information on the issuances of Trust Preferred Securities by BankUnited Statutory Trust IV and BankUnited Statutory Trust V during the quarter ended December 31, 2002:

 

    

Original


         
    

Trust Preferred Securities Issued


  

Common Securities Issued


  

Junior Subordinated Debentures Held


  

Annual Rate of Preferential Cash

Distribution


  

Maturity Date


    

(Dollars in thousands)

         

BankUnited Statutory Trust IV

  

$

20,000

  

$

619

  

$

20,619

  

3-Month LIBOR

+ 3.40%(1)

  

11/15/2032

BankUnited Statutory Trust V

  

 

15,000

  

 

464

  

 

15,464

  

3-Month LIBOR

+ 3.25%(2)

  

12/19/2032

    

  

  

         
    

$

35,000

  

$

1,083

  

$

36,083

         
    

  

  

         

 

(1)   The annual rate will be fixed at 4.80% until December 31, 2002, upon which time rates adjust quarterly not to exceed 11.90% prior to November 15, 2007.
(2)   The annual rate will be fixed at 4.66% until March 26, 2003, upon which time rates adjust quarterly not to exceed 11.75% prior to December 26, 2007.

 

4.   Treasury Stock

 

The following table provides information on Treasury Stock held by BankUnited as of December 31, 2002 and September 30, 2002:

 

    

December 31, 2002


    

September 30, 2002


 
    

(In thousands)

 

Common Treasury Stock:

                 

Class A Common—333,000 shares

  

$

(2,794

)

  

$

(2,794

)

Class B Common—20,440 shares

  

 

(316

)

  

 

—  

 

Class B Common (held in Rabbi Trust)—23,260 shares

  

 

(169

)

  

 

—  

 

    


  


Total Common Treasury Stock

  

$

(3,279

)

  

$

(2,794

)

    


  


Preferred Treasury Stock:

                 

Noncumulative Convertible Preferred Stock, Series B
(held in Rabbi Trust)—26,720 shares

  

$

(528

)

  

$

(528

)

    


  


 

8


Table of Contents

 

During the three months ended December 31, 2002, the Chief Executive Officer surrendered 20,440 shares of Class B Common Stock to BankUnited as consideration for the exercise of 43,700 shares of Class B Common Stock. The 20,440 shares had a value of $316 thousand and are reflected in treasury stock in the equity section of BankUnited’s Consolidated Statement of Financial Condition. The incremental shares on the option exercise, or 23,260 shares of Class B Common Stock with a value of $169 thousand, have been deferred by the CEO and are being held in a trust established by BankUnited. These incremental shares are also reflected in treasury stock in the equity section of BankUnited’s Consolidated Statement of Financial Condition. The obligation to issue the incremental option shares to the CEO is reflected in deferred compensation and option shares in the equity section of BankUnited’s Consolidated Statement of Financial Condition.

 

 

5.    Regulatory Capital

 

The Office of Thrift Supervision (“OTS”) requires that the Bank meet minimum regulatory, core and risk-based capital requirements. Currently, the Bank exceeds all regulatory capital requirements. The Bank’s required, actual and excess regulatory capital levels as of December 31, 2002 and 2001 were as follows:

 

    

Regulatory Capital


 
    

Required


    

Actual


    

Excess


 
    

2002


    

2001


    

2002


    

2001


    

2002


    

2001


 
    

(Dollars in thousands)

 

Core capital

  

$

188,826

 

  

$

164,099

 

  

$

474,260

 

  

$

383,899

 

  

$

285,434

 

  

$

219,800

 

    

 

3.00

%

  

 

3.00

%

  

 

7.53

%

  

 

7.02

%

  

 

4.53

%

  

 

4.02

%

Risk-based capital

  

$

244,669

 

  

$

221,520

 

  

$

494,447

 

  

$

398,998

 

  

$

249,778

 

  

$

177,478

 

    

 

8.00

%

  

 

8.00

%

  

 

16.17

%

  

 

14.41

%

  

 

8.17

%

  

 

6.41

%

 

6.    Comprehensive Income

 

BankUnited’s comprehensive income includes all items which comprise net income after preferred stock dividends, plus other comprehensive income. For the three months ended December 31, 2002 and 2001, BankUnited’s other comprehensive income (loss) was as follows:

 

    

For the Three Months Ended December 31,


 
    

2002


    

2001


 
    

(In thousands)

 

Net income after preferred stock dividends

  

$

8,707

 

  

$

6,887

 

Other comprehensive loss, net of tax:

                 

Unrealized holding losses arising during the period on securities, net of tax benefit of $1,149 and $3,882 for 2002 and 2001, respectively

  

 

(2,049

)

  

 

(6,201

)

Unrealized losses on cash flow hedges, net of tax benefit of $84 for 2002

  

 

(134

)

  

 

—  

 

Less reclassification adjustment for:

                 

Amortization of unrealized losses on transferred securities, net of tax expense of $23 for 2001

  

 

—  

 

  

 

36

 

Realized gains on securities sold included in net income, net of tax expense of $569 and $320 for 2002 and 2001, respectively

  

 

909

 

  

 

511

 

    


  


Total other comprehensive loss, net of tax

  

 

(1,274

)

  

 

(5,654

)

    


  


Comprehensive income

  

$

7,433

 

  

$

1,233

 

    


  


 

7.    Accounting For Derivatives and Hedging Activities

 

Loan Commitments

 

BankUnited commits to make one-to-four family residential mortgage loans with potential borrowers at specified interest rates for short periods of time, usually thirty days. If potential borrowers meet underwriting

 

9


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standards, these loan commitments obligate BankUnited to fund the loans, but do not obligate the potential borrower to take the loans. If the borrowers do not allow the commitments to expire, the loans are funded, placed into either BankUnited’s loan portfolio or held for sale. Based on historical experience, and the underlying loan characteristics, BankUnited estimates the amount of commitments that will ultimately become loans held for sale and treats those as derivatives during the commitment period. As derivatives, the changes in the fair value of these commitments are recorded in current earnings under other non-interest income with an offset to the balance sheet in other assets. Fair values are based on observable market prices from third parties. During the three months ended December 31, 2002, BankUnited recorded $345 thousand in net losses from fair value adjustments on these loan commitments. At December 31, 2002, the estimated notional amount of these loan commitments was $42.4 million.

 

Forward Sales Contracts

 

To economically hedge the fair value exposure on loan commitments to a change in interest rates during the commitment period, BankUnited enters into forward contracts with similar terms. Since both the loan commitments and the forward contracts are derivatives, this hedging relationship does not qualify for hedge accounting under Statement of Financial Accounting Standards No. 133. Accordingly, the fair value adjustments on the forward contracts are also recorded in current earnings under other non-interest expense with an offset to the balance sheet in other liabilities. These forward contracts may also extend beyond the commitment period and are also used to offset the fair value exposure of loans held for sale to a change in interest rates. This relationship exists until either the loan is sold or until the forward contract expires. During the three months ended December 31, 2002, BankUnited recorded $354 thousand in net gains from fair value adjustments on these forward contracts.

 

Interest Rate Swaps

 

BankUnited enters into interest rate swap contracts (“hedge”) for the purpose of hedging long-term fixed and variable interest costs on Trust Preferred Securities (“hedged item”) issued by its wholly-owned trust subsidiaries. All terms of the interest rate swap contracts, with the exception of the right to defer interest payments, are the same as those on the Trust Preferred Securities. BankUnited expects these interest rate swap contracts to be highly effective in offsetting interest costs of its long-term debt, and therefore applies hedge accounting treatment.

 

Hedges used by BankUnited to offset interest costs from fixed long-term debt are treated as qualifying fair value hedges. The accounting treatment for fair value hedges is to record the change in fair value during the period of both the hedge and the hedged item into current earnings with an offset to the hedged item. During the three months ended December 31, 2002, BankUnited recorded a total of $1.8 million in non-interest income from a change in the fair value of its fair value interest rate swap hedges with an offsetting amount to non-interest income for the change in fair value of the hedged item. There was no ineffectiveness during the three months ended December 31, 2002.

 

Hedges used by BankUnited to offset interest costs from variable long-term debt are treated as qualifying cash flow hedges. The accounting treatment for cash flow hedges is to record the effective portion of the gain or loss on the hedge as a component of other comprehensive income, net of tax, with an offsetting amount recorded in either other assets or other liabilities. The amounts recorded in other accumulated comprehensive income will be reclassified into current earnings in the same period in which the hedged item affects earnings. During the three months ended December 31, 2002, BankUnited recorded a total of $134 thousand, net of taxes, in other comprehensive losses resulting from the effective portion of its cash flow hedges. There was no ineffectiveness during the three months ended December 31, 2002. BankUnited expects $61 thousand of the amounts currently reported in other comprehensive income to be reclassified into earnings within the next twelve months.

 

8.    Commitments and Contingencies

 

Standby letters of credit are conditional commitments issued by BankUnited to guarantee the performance of a customer to a third party. BankUnited had outstanding standby letters of credit in the amount of $30.9 million and $31.4 million as of December 31, 2002 and September 30, 2002, respectively. BankUnited’s

 

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exposure to credit loss in the event of non-performance by the other party to the financial instrument for standby letters of credit is represented by the contractual amounts of those instruments. BankUnited uses the same credit policies in establishing conditional obligations as those for on-balance sheet instruments. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies but may include cash, accounts receivable, inventory, equipment, marketable securities and property. Since certain letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.

 

BankUnited is a party to certain claims and litigation arising in the ordinary course of business. In the opinion of management, the resolution of such claims and litigation will not materially affect BankUnited’s consolidated financial position or results of operations.

 

9.    Impact of New Accounting Pronouncements

 

SFAS No. 148

 

In December of 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock Based Compensation-Transition and Disclosure.” Under SFAS No. 148, alternative methods of transition are provided for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS 123, “Accounting for Stock Based Compensation,” and Accounting Principles Board (“APB”) No. 28, “Interim Financial Reporting,” 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.

 

As permitted by SFAS No. 123, BankUnited continues to follow the intrinsic value method of accounting for stock-based compensation under the provisions of APB No. 25, “Accounting for Stock Issued to Employees.” Accordingly, the alternative methods of transition to the fair value based method of accounting for stock-based employee compensation provided by SFAS No. 148 do not apply to BankUnited. The impact to BankUnited is the requirement under the provisions of SFAS No. 148 amending SFAS 123 and APB No. 28 to provide additional disclosures in both annual and interim financial statements.

 

These new disclosure requirements are effective and have been adopted by BankUnited for the interim period that began January 1, 2003.

 

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Table of Contents

 

ITEM  2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis and the related financial data present a review of BankUnited’s consolidated operating results for the three-month periods ended December 31, 2002 and 2001 and consolidated financial condition as of December 31, 2002. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in BankUnited’s Annual Report on Form 10-K for the year ended September 30, 2002.

 

This Quarterly Report on Form 10-Q contains forward-looking statements. Such forward-looking statements are within the meaning of that term in 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”). Words and phrases such as: “will likely result,” “expect,” “will continue,” “anticipate,” “estimate,” “project,” “believe,” “intend,” “should,” “may,” “can,” “plan,” “target” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, discussions concerning:

 

    Projections of revenues, expenses, income, earnings per share, margin, asset growth, loan production, deposit growth, and other performance measures;

 

    Expansion of operations, including branch openings, entrance into new markets, development of products and services and plans for new marketing strategies; and

 

    Discussions on the outlook of the economy.

 

BankUnited cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and are not historical facts. Actual results may differ materially from the results discussed in these forward looking statements due to the following factors, among other things: general economic conditions, either nationally or regionally; changes or fluctuations in the interest rate environment; a deterioration in credit quality and/or a reduced demand for credit; reduced deposit flows and loan demand; competition from other financial services companies in our markets; legislative or regulatory changes, including changes in accounting standards, guidelines and policies; changes in the regulation of financial services companies; the issuance of additional equity or debt securities; the concentration of operations in south Florida, if the Florida economy or real estate values decline; and the threat and impact of war and terrorism. BankUnited cautions that the foregoing factors are not exclusive. BankUnited does not undertake, and specifically disclaims any obligations, to publicly release the result of any updates which might be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

 

Critical Accounting Policies

 

BankUnited’s financial position and results of operations are impacted by management’s application of accounting policies involving judgments made to arrive at the carrying value of certain assets. Management’s greatest challenge in implementing its policies is the need to make estimates about the effect of matters that are inherently less than certain. Critical accounting policies applied by BankUnited are those that relate to the loan portfolio, which includes the allowance for loan losses and the valuation of mortgage servicing rights pertaining to the sale of, or securitization of mortgage loans. A variety of estimates impact the carrying value of the loan portfolio, including the amount of the allowance for loan losses, the placement of loans on non-accrual status, and the valuation of loans held for sale.

 

For a more detailed discussion on these critical accounting policies, see “Critical Accounting Policies” on page 21 of BankUnited’s Annual Report on Form 10-K for the year ended September 30, 2002.

 

Accounting Pronouncements Not Yet Adopted

 

SFAS No. 148

 

In December of 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock Based Compensation—Transition and

 

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Disclosure”. Under SFAS No. 148, alternative methods of transition are provided for a voluntary change to the fair-value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS 123, “Accounting for Stock Based Compensation” 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.

 

For the impact that SFAS No. 148 will have on BankUnited, see Note 9. Impact of Accounting Pronouncements to the Accompanying Condensed Notes to Consolidated Financial Statements.

 

Recent Developments

 

On February 3, 2003, BankUnited announced the addition of Sharon A. Brown as an independent member of its Board of Directors. Ms. Brown will serve on the Audit Committee and will qualify as an “audit committee financial expert” in compliance with rules adopted by the Securities and Exchange Commission.

 

BankUnited announced on February 3, 2003 that it would be added to the S&P Small Cap 600 GICS (Global Industry Classification Standard) Banks sub-industry after the close of trading on Tuesday, February 4, 2003. The S&P SmallCap 600 Index consists of 600 domestic stocks chosen for market size, liquidity and industry group representation.

 

 

RESULTS OF OPERATIONS

 

For the Three Months Ended December 31, 2002 Compared to the Same Period in 2001

 

General

 

Net income was $8.8 million for the three months ended December 31, 2002 compared to $6.9 million for the same period in 2001. Basic and diluted earnings per share for the quarter was $0.34 and $0.32, respectively, versus $0.27 and $0.26, respectively, for the same period in 2001. This improvement reflects an increase in net interest income of $2.0 million, a reduction in the provision for loan losses of $1.7 million, and an increase in non-interest income of $1.2 million. These were partially offset by an increase in non-interest expense of $1.7 million and an increase of $1.3 million in the provision for income taxes.

 

Analysis of Net Interest Income

 

The following discussion of net interest income should be reviewed in conjunction with the Yields Earned and Rates Paid and Rate/Volume Analysis tables.

 

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. The following table sets forth certain information relating to the categories of BankUnited’s interest-earning assets and interest-bearing liabilities for the periods indicated. All yield and rate information is calculated on an annualized basis by dividing the annualized interest income or expense for the period by the average balance of the appropriate balance sheet item during the period. Net interest margin is calculated by dividing annualized net interest income by each category of average interest-earning assets. Non-accrual loans are included in asset balances for the appropriate period, whereas recognition of interest on such loans is discontinued and any remaining accrued interest receivable is reversed, in conformity with Generally Accepted Accounting Principles and regulatory requirements. The yields and net interest margins have been calculated on a pre-tax basis.

 

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Yields Earned and Rates Paid

 

    

For the Three Months Ended December 31,


 
    

2002


    

2001


 
    

Average
Balance


    

Interest


    

  Yield/ (1)  

Rate


    

Average
Balance


    

Interest


    

  Yield/ (1)  

Rate  


 
    

(Dollars in thousands)

 

Interest-earning assets:

                                                 

Loans receivable, net(2)

  

$

4,030,151

 

  

$

61,213

    

6.07

%        

  

$

3,869,467

 

  

$

66,087

    

6.82

%

Mortgage-backed securities

  

 

1,206,202

 

  

 

13,671

    

4.53

%

  

 

880,357

 

  

 

13,452

    

6.11

%

Short-term investments(3)

  

 

13,936

 

  

 

117

    

3.28

%

  

 

12,287

 

  

 

151

    

4.81

%

Long-term investments and FHLB stock(4)

  

 

258,361

 

  

 

3,259

    

5.03

%

  

 

204,081

 

  

 

2,955

    

5.78

%

    


  

    

  


  

    

Total interest-earning assets

  

$

5,508,650

 

  

 

78,260

    

5.67

%

  

$

4,966,192

 

  

$

82,645

    

6.65

%

    


  

    

  


  

    

Interest-bearing liabilities:

                                                 

NOW/Money Market

  

 

499,852

 

  

 

1,517

    

1.20

%

  

 

325,801

 

  

 

1,158

    

1.41

%

Savings

  

 

735,659

 

  

 

4,071

    

2.20

%

  

 

664,465

 

  

 

5,157

    

3.08

%

Certificates of deposit

  

 

1,745,690

 

  

 

17,056

    

3.88

%

  

 

1,746,174

 

  

 

22,606

    

5.14

%

Trust Preferred Securities(5)

  

 

265,128

 

  

 

4,876

    

7.36

%

  

 

206,559

 

  

 

4,929

    

9.55

%

Senior notes

  

 

200,000

 

  

 

2,815

    

5.63

%

  

 

200,000

 

  

 

2,831

    

5.66

%

FHLB advances and other borrowings

  

 

1,843,072

 

  

 

20,317

    

4.31

%

  

 

1,622,861

 

  

 

20,404

    

4.92

%

    


  

    

  


  

    

Total interest-bearing liabilities

  

$

5,289,401

 

  

 

50,652

    

3.78

%

  

$

4,765,860

 

  

$

57,085

    

4.73

%

    


  

    

  


  

    

Excess of interest-earning assets over interest-bearing liabilities

  

$

219,249

 

                  

$

200,332

 

               
    


                  


               

Net interest income

           

$

27,608

                    

$

25,560

        
             

                    

        

Interest rate spread

                    

1.89

%

                    

1.92

%

                      

                    

Net interest margin

                    

2.04

%

                    

2.11

%

                      

                    

Ratio of interest-earning assets to interest-bearing liabilities

  

 

104.15

%

                  

 

104.20

%

               
    


                  


               

(1)   The yields and rates along with the corresponding interest rate spread and net interest margin represent the yields earned and rates paid on BankUnited’s interest-earnings assets and interest-bearing liabilities, respectively, during the three-month periods ended December 31, 2002 and 2001 and do not include any estimates of the effect that accelerated amortization of purchased premiums would have on the yields earned.
(2)   Includes average non-accruing loans of $29.5 million and $29.2 million for the three months ended December 31, 2002 and 2001, respectively.
(3)   Short-term investments include FHLB overnight deposits, federal funds sold, and securities purchased under agreements to resell.
(4)   Long-term investments include agency securities, and trust preferred securities by other issuers.
(5)   Interest and rates include the effect of interest rate swaps. For more information see Note (7) Accounting for Derivatives and Hedging Activities to the Accompanying Condensed Notes to Consolidated Financial Statements.

 

14


Table of Contents

 

Rate/Volume Analysis

 

The following table presents, for the periods indicated, the changes in interest income and the changes in interest expense attributable to the changes in interest rates and the changes in the volume of interest-earning assets and interest-bearing liabilities. For each category of interest-earning assets and interest-bearing liabilities, information is provided on the changes attributable to: (i) changes in volume (change in volume multiplied by prior year rate); (ii) changes in rate (change in rate multiplied by prior year volume); (iii) changes in rate/volume (change in rate multiplied by change in volume); and (iv) total changes in rate and volume.

 

    

Three Months Ended December 31,
2002 vs. 2001


 
    

Increase (Decrease) Due to


    

Total Increase (Decrease)


 
    

Changes in Volume


    

Changes in Rate


    

Changes in Rate/ Volume


    
    

(In thousands)

 

Interest income attributable to:

                                   

Loans receivable, net

  

$

2,740

 

  

$

(7,255

)

  

$

(359

)

  

$

(4,874

)

Mortgage-backed securities

  

 

4,977

 

  

 

(3,477

)

  

 

(1,279

)

  

 

221

 

Short-term investments(1)

  

 

20

 

  

 

(47

)

  

 

(7

)

  

 

(34

)

Long-term investments and FHLB stock(2)

  

 

784

 

  

 

(383

)

  

 

(99

)

  

 

302

 

    


  


  


  


Total interest-earning assets

  

 

8,521

 

  

 

(11,162

)

  

 

(1,744

)

  

 

(4,385

)

    


  


  


  


Interest expense attributable to:

                                   

NOW/Money Market

  

 

613

 

  

 

(171

)

  

 

(83

)

  

 

359

 

Savings

  

 

548

 

  

 

(1,462

)

  

 

(172

)

  

 

(1,086

)

Certificates of deposit

  

 

(6

)

  

 

(5,500

)

  

 

(44

)

  

 

(5,550

)

Trust Preferred Securities

  

 

1,398

 

  

 

(1,131

)

  

 

(320

)

  

 

(53

)

FHLB advances and other borrowings

  

 

2,709

 

  

 

(2,490

)

  

 

(322

)

  

 

(103

)

    


  


  


  


Total interest-bearing liabilities

  

 

5,262

 

  

 

(10,754

)

  

 

(941

)

  

 

(6,433

)

    


  


  


  


Increase in net interest income

  

$

3,259

 

  

$

(408

)

  

$

(803

)

  

$

2,048

 

    


  


  


  



(1)   Short-term investments include FHLB overnight deposits, federal funds sold, and securities purchased under agreements to resell.
(2)   Long-term investments include agency securities, and trust preferred securities by other issuers.

 

Although interest income decreased by $4.4 million for the three months ended December 31, 2002, net interest income increased by $2.0 million compared with the same period in 2001.

 

The additional growth in our loan portfolio for the three months ended December 31, 2002 compared to the same period in 2001 generated enough interest income for BankUnited to offset the margin compression experienced during the quarter. The result was an increase in net interest income of $2.0 million for BankUnited for the three months ended December 31, 2002 compared to 2001. The majority of the growth in the portfolio during the three months ended December 31, 2002 came from residential loan production which increased by 24% compared to 2001, not including specialty consumer mortgage loans. Additional growth was experienced in consumer lending, including specialty consumer mortgage loans originated through the branch network. Consumer loan production increased by 17% to $130 million for the three months ended December 31, 2002 compared to 2001.

 

The current interest rate environment stimulated an increase in prepayments on residential mortgage loans of $105 million or 44% during the quarter versus 2001, causing yields on assets to decline faster than BankUnited could competitively re-price liabilities. Additionally, as previously announced, by continuing to allow its purchased mortgage loan portfolio to run-off, these balances decreased by $632 million, or 55% to $524 million. As a result, BankUnited’s margin dropped by 7 basis points to 2.04% for the three months ended

 

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December 31, 2002, compared to 2.11% for the same period in 2001. In an anticipation of additional run-off resulting from external pressures, BankUnited added a net of $641 million of mortgage-backed securities with a more favorable spread to its portfolio during the three months ended December 31, 2002.

 

Analysis of Non-Interest Income and Expenses

 

      

For the Three Months Ended

December 31,


             
      

2002


    

2001


  

Change


 
      

(Dollars in thousands)

 

Non-interest income:

                                 

Service fees on loans

    

$

252

    

$

421

  

$

(169

)

  

(40.1

%)

Service fees on deposits

    

 

1,029

    

 

816

  

 

213

 

  

26.1

%

Service fees other

    

 

292

    

 

202

  

 

90

 

  

44.6

%

Net gain on sale of investments and mortgage-backed securities

    

 

597

    

 

830

  

 

(233

)

  

(28.1

%)

Net gain on sale of loans and other assets

    

 

2,066

    

 

591

  

 

1,475

 

  

249.6

%

Insurance and investment services income

    

 

694

    

 

922

  

 

(228

)

  

(24.7

%)

Other

    

 

810

    

 

731

  

 

79

 

  

10.8

%

      

    

  


  

Total non-interest income

    

$

5,740

    

$

4,513

  

$

1,227

 

  

27.2

%

      

    

  


  

 

    

For the Three Months Ended

December 31,


             
    

2002


    

2001


  

Change


 
    

(Dollars in thousands)

 

Non-interest expenses:

                               

Employee compensation and benefits

  

$

8,661

    

$

6,778

  

$

1,883

 

  

27.8

%

Occupancy and equipment

  

 

2,948

    

 

2,624

  

 

324

 

  

12.3

%

Telecommunications and data processing

  

 

1,210

    

 

1,007

  

 

203

 

  

20.2

%

Advertising and promotion expense

  

 

1,187

    

 

1,555

  

 

(368

)

  

(23.7

%)

Professional fees-legal and accounting

  

 

1,147

    

 

1,015

  

 

132

 

  

13.0

%

Loan servicing expense

  

 

485

    

 

923

  

 

(438

)

  

(47.5

%)

Insurance

  

 

280

    

 

248

  

 

32

 

  

12.9

%

Other operating expenses

  

 

2,317

    

 

2,325

  

 

(8

)

  

(0.3

%)

    

    

  


  

Total non-interest expenses

  

$

18,235

    

$

16,475

  

$

1,760

 

  

10.7

%

    

    

  


  

Non-interest income

 

The increase in non-interest income of $1.2 million for the three months ended December 31, 2002 compared to the same period in 2001 was due in large part to net gains resulting from the sale of assets. BankUnited sold mortgage assets originated for sale, including loans and securitized loans, during the three months ended December 31, 2002, resulting in net gains of $1.2 million, an increase of $646 thousand over the same period in 2001. BankUnited also sold equity securities during the three months ended December 31, 2002, resulting in net gains of $1.4 million, an increase of $581 thousand over the same period in 2001. The low interest rate environment has resulted in a decrease in service fees on loans of $169 thousand, or 40.1% resulting mostly from prepayments, and has stemmed our ability to generate income from the sale of insurance and investment services causing non-interest income generated from those activities to decline by $228 thousand or 24.7%. The increase in service fees on deposit reflects the increase in core deposits over the past twelve months ending December 31, 2002.

 

Non-interest expenses

 

Non-interest expenses increased by $1.8 million for the three months ended December 31, 2002 compared to the same period in 2001. As BankUnited continues to expand its operations, it is expected that non-interest expenses will increase from one year to the next. The biggest portion of the increase for the three months ended December 31, 2002 was $1.8 million in employee compensation and benefits. There were 689 full-time equivalent employees as of December 31, 2002 compared to 580 as of December 31, 2001. The increase in

 

16


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employees was as follows: residential lending 47%, consumer (including branch network) 28%, and operations and support 25%. Loan servicing expense, for loans purchased by BankUnited in previous years, that are owned by BankUnited but serviced by others, decreased by $438 thousand during the three months ended December 31, 2002 compared to the same period in 2001, reflecting prepayments during the past several months in response to lower interest rates. Loan servicing expense will continue to decline since BankUnited no longer purchases loans in the secondary market.

 

For the Three Months Ended December 31, 2001 Compared to the Same Period in 2000

 

The following discussion presents a review of the consolidated operating results of BankUnited for the three-month periods ended December 31, 2001 and 2000.

 

Net interest income before provision for loan losses was $25.6 million for the three months ended December 31, 2001, a $7.6 million, or 42.5%, increase over $17.9 million for the same period in 2000. The total increase of $7.6 million is comprised of three components: an increase of $4.7 million due to changes in volume of average interest-earning assets and interest-bearing liabilities, an increase of $2.4 million due to changes in yields earned on interest-earning assets and rates paid on interest-bearing liabilities, and an increase of $0.5 million related the changes in Rate/Volume (see the definition of changes in Rate/Volume provided in the Rate/Volume Analysis table).

 

The average balance of interest-earning assets increased by $757.6 million for the three months ended December 31, 2001, compared to the same period in the prior year. The average balance of interest-bearing liabilities increased by $688.1 million for the three months ended December 31, 2001, compared to the same period in the prior year. The increase in average interest-earning assets generated $13.8 million of additional interest income while the increase in average interest-bearing liabilities generated only $9.1 million of additional interest expense, resulting in an increase of $4.7 million of net interest income due to changes in volume. In addition, the ratio of average interest-earning assets over interest-bearing liabilities for the three months ended December 31, 2001 was 104.20%, an improvement from 103.21% for the same period in the prior year. This increase in this ratio contributed to the 35 basis point expansion in our net interest margin from 1.76% for the three months ended December 31, 2000 to 2.11% for the same period in 2001.

 

Another factor which contributed to the improvement of our net interest margin was the increase in interest rate spread of 35 basis points from 1.57% during the three months ended December 31, 2000 to 1.92% for the same period in 2001. This increase in interest rate spread resulted in an increase in net interest income of $2.4 million due to changes in rates. The improvement in the interest rate spread, in an environment of declining interest rates, is reflective of BankUnited’s asset management strategy to improve yields on assets and decrease rates paid on liabilities.

 

Interest Income—Interest income increased by $2.1 million, or 2.6%, to $82.6 million for the three months ended December 31, 2001, compared to $80.5 million for the same period in the prior year. This net increase is the result of increases of $13.8 million due to changes in volume, offset by decreases of $9.5 million and $2.2 million due to changes in rate and changes in rate/volume, respectively.

 

The majority of the volume-related changes stem from increases in the average balances of mortgage-backed securities, loans, and long-term investments, which increased interest income by $8.9 million, $3.8 million and $1.7 million, respectively, for the three months ended December 31, 2001 compared to the same period in the prior year. Slightly offsetting the impact of these increases in average balances are decreases in the average balances of short-term investments and tax certificates, which decreased interest income by $0.6 million in the aggregate.

 

The majority of rate-related changes stem from the decrease in yield on loans of 86 basis points from 7.68% for the three months ended December 31, 2000 to 6.82% for the same period in 2001. This decrease in yield on loans reduced interest income by $7.9 million for the three months ended December 31, 2001 compared to the same period in the prior year. The yield also decreased on mortgage-backed securities and short-term and long-term investments, reducing interest income by $1.0 million, $0.3 million and $0.6 million, respectively, for the

 

17


Table of Contents

three months ended December 31, 2001 compared to the same period in the prior year. Slightly offsetting the impact of decreases in yield on interest income was an increase in yield on tax certificates, which increased interest income by $0.2 million.

 

Interest Expense—Interest expense decreased by $5.5 million, or 8.8%, to $57.1 million for the three months ended December 31, 2001, compared to $62.6 million for the same period in the prior year. This net  decrease is the result of increases of $9.1 million due to changes in volume, offset by decreases of $11.9 million and $2.7 million due to changes in rate and changes in rate/volume, respectively.

 

The majority of the volume-related changes stem from increases in average FHLB advances and other borrowings, which increased interest expense by $8.3 million, and savings, which increased interest expense by $4.3 million, for the three months ended December 31, 2001 compared to the same period in the prior year. Offsetting the impact of increases in average balances of those liabilities on interest expense, are decreases in the average balance of certificates of deposit, which decreased interest expense by $3.7 million. BankUnited no longer invests in tax certificates. The increase in yield on tax certificates reflects the increase in redemptions of deeds and certificates as we liquidate that portfolio.

 

The rate-related changes stem from the decrease in rates paid on all liabilities, from 6.07% for the three months ended December 31, 2000 to 4.73% for the same period in 2001. The most significant improvement came from a decrease in rates paid on certificates of deposits, which changed from 6.36% for the three months ended December 31, 2000 to 5.14% for the same period in 2001. This improvement of 122 basis points reduced the cost of funds by $6.0 million. The decrease in rates paid on FHLB advances and other borrowings of 119 basis points from 6.11% for the three months ended December 31, 2000 to 4.92% for the same period in 2001 reduced the cost of funds by $3.2 million. Additional reductions in the cost of funds came from the decrease in rates paid on NOW/Money Market and savings accounts of 142 basis points and 196 basis points, respectively, in the three-month period ended December 31, 2001 compared to the same period in 2000. The decrease in rates paid reduced the cost of funds for NOW/Money Market and savings accounts by $1.0 million and $1.6 million, respectively, for the three months ended December 31, 2001 compared to the same period in 2000.

 

Provision for loan losses—The provision for loan losses was $3.0 million for the three months ended December 31, 2001, an increase of $1.8 million or 150.0% from $1.2 million for the same period in the prior year. This increase in provision was necessary to bring the allowance back up to levels management deemed adequate to cover probable inherent loan losses following the charge off of loans during the three months ended December 31, 2001 of $1.2 million. The additional $50.6 million increase reflects the general increase in loans due to increased production as well as the increase in non-performing loans.

 

Non-interest income

 

Non-interest income was $4.5 million for the three months ended December 31, 2001, an increase of $2.4 million, or 118.4% from $2.1 million for the same period in the prior year. The majority of this increase was from realized gains of $0.8 million on the sale of equity securities, gains on the securitization and sale of residential mortgage loans of $0.4 million, and realized gains of $0.2 million from the sale of loans. There were no sales of investment securities or securitization and sales of residential mortgage loans during the three months ended December 31, 2000. Loan sales during the three months ended December 31, 2000 resulted in $43,000 of realized gains. Insurance commissions increased by $0.5 million, or 125.0% to $0.9 million for the three months ended December 31, 2001 compared to $0.4 million for the same period in the prior year. This increase reflected the further development of operations conducted by BankUnited Financial Services Incorporated, formerly called BUFC Financial Services, Incorporated (“BUFC”), a wholly owned operating subsidiary of BankUnited organized for the purpose of selling insurance and securities products. Other increases included the increase in the cash surrender value of bank owned life insurance of $0.5 million and an increase in credit life income of $0.1 million, which was also part of BUFC operations.

 

Slightly offsetting these increases was a decrease in service charges of $0.2 million, or 10.3%, for the three months ended December 31, 2001 compared to the same period in the prior year.

 

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Table of Contents

 

Non-interest expense

 

Non-interest expense was $16.5 million for the three months ended December 31, 2001, an increase of $3.6 million, or 27.9%, from $12.9 million for the same period in the prior year. The majority of the increases stemmed from expanding the Bank’s operations, which resulted in additional expenses for employee compensation of $1.6 million, occupancy and equipment of $0.5 million, telecommunications of $0.3 million and loan closing fees of $0.4 million. In addition, there were increases in advertising and promotion expense of $0.8 million, and legal and professional expenses of $0.1 million. These increases were offset by decreases in amortization expense of goodwill of $0.4 million (in accordance with a newly issued accounting pronouncement adopted by BankUnited on October 1, 2001), and loan servicing expenses of $0.4 million.

 

BankUnited’s ability to increase non-interest income by 118.4%, while increasing non-interest expense by 27.4% reduced the efficiency ratio to 54.8% for the three-month period ended December 31, 2001, compared to 64.7% for the same period in the prior year.

 

LIQUIDITY

 

BankUnited’s objective in managing liquidity is to meet all cash flow requirements including those from operating activities, customer demands on deposits and debt obligations, in a cost-effective manner. This is achieved through the implementation of BankUnited’s Asset/Liability Management Policy, which also strives to maintain earnings performance consistent with long-term goals and within acceptable levels of risk, while satisfying regulatory capital requirements. For information on the capital requirements that must be maintained by BankUnited, see Note 5. Regulatory Capital to the Accompanying Condensed Notes to Consolidated Financial Statements.

 

In managing liquidity, BankUnited analyzes various sources of short-term funding used to meet short-term demands. In addition to funds provided by operating activities, BankUnited also relies on funds provided by both investing and financing activities. Funds provided by investing activities include: proceeds from the sale of and/or maturities of investments, mortgage-backed securities, and securitized loans. Funds provided by financing activities include: deposits from customers, advances from the FHLB, proceeds from securities sold under agreements to repurchase and other borrowings, issuances of Trust Preferred Securities, and issuance of stock.

 

Cash used in operating activities for the three months ended December 31, 2002 was $185 million, which includes the funding of loans originated for sale of $220 million offset by proceeds from the sale of loans of $40 million.

 

Significant sources of funds provided by investing and financing activities during the three months ended December 31, 2002 include: repayments on loans of $570 million, proceeds from repayments of mortgage-backed securities of $244 million, proceeds from the sale of investments and mortgage-backed securities of $180 million, $191 million from an increase in other borrowings, $50 million from an increase in deposits, and $34 million from the issuance of Trust Preferred Securities.

 

Significant uses of funds in investing and financing activities for the three months ended December 31, 2002 include: $846 million for the purchase of mortgage-backed and investment securities available for sale, $563 million used to fund loans held for investment, and $20 million for the purchase of additional bank-owned life insurance.

 

In its continuous effort to reduce the cost of funds, BankUnited may consider calling some of the outstanding trust preferred securities issued by its trust subsidiaries and replace them with lower cost funding.

 

As of December 31, 2002, BankUnited had $588 million in investments and mortgage-backed securities pledged against securities sold under agreements to repurchase with an outstanding balance of $546 million.

 

BankUnited is not aware of any events, or uncertainties, which may impede liquidity in the short or long-term.

 

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Table of Contents

 

FINANCIAL CONDITION

 

The following is a discussion of significant changes from September 30, 2002 to December 31, 2002 in the Statement of Financial Condition. For a discussion of changes in cash and cash equivalents, see LIQUIDITY.

 

Assets

 

Investments available for sale—Investments available for sale increased by $28 million, or 16.6%, to $200 million at December 30, 2002. This increase is the net result of $67 million in purchases, offset by $40 million in sales. The sales resulted in net gains of $1.4 million from the sale of equity securities.

 

Mortgage-backed securities available for sale—Mortgage-backed securities available for sale increased by $641 million, or 56.4%, to $1.7 billion at December 30, 2002. This net increase is primarily the result of purchases of $881 million, including $102 million pending settlement, and securitizations of $150 million, offset by repayments of $244 million, and sales of $140 million, most of which resulted from loans which we securitized. The sales resulted in net losses of $833 thousand. In addition, there were reductions due to the amortization of premiums and discounts of $2.6 million, and unrealized losses of $2.6 million.

 

Loans—Loans receivable, net (including loans held for sale) increased by $14.9 million. This net increase is primarily the result of funding loans in the amount of $781 million, offset by repayments of $574 million, securitizations of $150 million, and sales proceeds of $42 million. The sales resulted in net gains of $2.1 million.

 

Bank-owned life insurance—Bank-owned life insurance increased by $21 million due to additional purchases of coverage under the policies of $20 million and an increase in the cash surrender value of $700 thousand. In addition to increasing coverage for new employees, BankUnited purchases additional coverage for existing employees as an effective means of reducing the projected cost of the Bank’s benefit plan.

 

Liabilities

 

Deposits—Deposits grew by $50 million to $3 billion as of December 31, 2002. Certificates of deposit grew by $40 million and core deposits by $10 million. Most notable, is the increase in non-interest bearing deposits of 11%, or $13 million.

 

Securities sold under agreements to repurchase—Securities sold under agreements to repurchase increased by $191 million to reach $546 million as of December 31, 2002. BankUnited utilized these borrowings to fund the purchase of mortgage-backed securities.

 

Trust Preferred Securities—Trust Preferred Securities increased by $36 million, or 14.3%, to $290 million at December 31, 2002. The net increase of $36 million is primarily the result of $34 million of net proceeds received from the issuance and sales of Trust Preferred Securities by BankUnited Statutory Trust IV and BankUnited Statutory Trust V (see note 3 of the Accompanying Condensed Notes to Consolidated Financial Statements). In addition, an increase of $1.8 million resulted from a fair value adjustment as required by Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.” See Note 7 Accounting for Derivatives and Hedging Activities to the Accompanying Condensed Notes to Consolidated Financial Statements for a description of this transaction.

 

20


Table of Contents

 

Asset Quality

 

Non-performing assets as of December 31, 2002 were $33.3 million, which represents an increase of $1.6 million, or 5.1%, from $31.7 million as of September 30, 2002.

 

The following table sets forth information concerning BankUnited’s non-performing assets at December 31, 2002 and September 30, 2002.

 

    

December 31, 2002


    

September 30, 2002


 
    

(Dollars in thousands)

 

Non-accrual loans

  

$

28,834

 

  

$

27,664

 

Restructured loans

  

 

313

 

  

 

315

 

Loans past due 90 days and still accruing(1)

  

 

294

 

  

 

—  

 

    


  


Total non-performing loans

  

 

29,441

 

  

 

27,979

 

Non-accrual tax certificates

  

 

628

 

  

 

696

 

Real estate owned

  

 

3,239

 

  

 

3,003

 

    


  


Total non-performing assets

  

$

33,308

 

  

$

31,678

 

    


  


Allowance for losses on tax certificates

  

$

686

 

  

$

771

 

Allowance for loan losses

  

 

20,853

 

  

 

20,293

 

    


  


Total allowance

  

$

21,539

 

  

$

21,064

 

    


  


Non-performing assets as a percentage of total assets

  

 

0.52

%

  

 

0.53

%

Non-performing loans as a percentage of total loans

  

 

0.73

%

  

 

0.70

%

Allowance for loan losses as a percentage of total loans

  

 

0.52

%

  

 

0.51

%

Allowance for loan losses as a percentage of non-performing loans

  

 

70.83

%

  

 

72.53

%

Total allowance as a percentage of non-performing assets

  

 

64.67

%

  

 

66.49

%

Net annualized year-to-date charge-offs as a percentage of average total loans

  

 

0.07

%

  

 

0.12

%


(1)   Consists primarily of loans guaranteed by the Federal Housing Authority (“FHA”).

 

BankUnited’s allowance for loan losses is established and maintained based upon management’s evaluation of the risks inherent in BankUnited’s loan portfolio, including the economic trends and other conditions in specific geographic areas as they relate to the nature of BankUnited’s portfolio.

 

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Table of Contents

 

The following table sets forth the change in BankUnited’s allowance for loan losses for the three months ended December 31, 2002 and 2001.

 

    

For the Three Months Ended


 
    

December 31,

2002


    

December 31, 2001


 
    

(In thousands)

 

Allowance for loan losses, balance (at beginning of period)

  

$

20,293

 

  

$

15,940

 

Provision for loan losses

  

 

1,300

 

  

 

2,950

 

Loans charged off:

                 

One-to-four family residential mortgages

  

 

(81

)

  

 

(72

)

Commercial real estate

  

 

—  

 

  

 

—  

 

Construction

  

 

—  

 

  

 

—  

 

Commercial business

  

 

(637

)

  

 

(1,014

)

Consumer

  

 

(33

)

  

 

(164

)

    


  


Total loans charged off

  

 

(751

)

  

 

(1,250

)

    


  


Recoveries:

                 

One-to-four family residential mortgages

  

 

—  

 

  

 

—  

 

Commercial real estate

  

 

—  

 

  

 

—  

 

Construction

  

 

—  

 

  

 

—  

 

Commercial business

  

 

5

 

  

 

38

 

Consumer

  

 

6

 

  

 

6

 

    


  


Total recoveries

  

 

11

 

  

 

44

 

    


  


Allowance for loan losses, balance (at end of period)

  

$

20,853

 

  

$

17,684

 

    


  


 

The following table sets forth BankUnited’s allocation of the allowance for loan losses by category as of December 31, 2002 and September 30, 2002.

 

    

December 31,
2002


  

September 30,
2002


    

(In thousands)

Balance at the end of the period applicable to:

             

One-to-four family residential mortgages

  

$

4,713

  

$

4,096

Multi-family residential mortgages

  

 

350

  

 

281

Commercial real estate

  

 

5,083

  

 

3,834

Construction

  

 

1,199

  

 

1,007

Land

  

 

840

  

 

746

Commercial business

  

 

4,118

  

 

5,420

Consumer

  

 

2,220

  

 

2,094

Unallocated

  

 

2,330

  

 

2,815

    

  

Total allowance for loan losses

  

$

20,853

  

$

20,293

    

  

 

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Table of Contents

 

Loan Portfolio

 

The following table sets forth the composition of BankUnited’s loan portfolio, including loans held for sale, at December 31, 2002 and September 30, 2002.

 

    

December 31, 2002


   

September 30, 2002


 
    

Amount


    

Percent of Total(1)


   

Amount


    

Percent of Total(1)


 
    

(Dollars in thousands)

 

Mortgage loans:

                              

One-to-four family residential mortgages

  

$

3,114,523

 

  

83.8

%

 

$

3,096,312

 

  

83.4

%

Multi-family residential mortgages

  

 

30,399

 

  

0.8

%

 

 

25,456

 

  

0.7

%

Commercial real estate

  

 

182,981

 

  

4.9

%

 

 

183,311

 

  

4.9

%

Construction

  

 

111,072

 

  

3.0

%

 

 

98,697

 

  

2.7

%

Land

  

 

34,815 

 

  

1.0

%            

 

 

  27,636

 

  

 0.7

%   

    


  

 


  

Total mortgage loans

  

 

3,473,790

 

  

93.5

%

 

 

3,431,412

 

  

92.4

%

    


  

 


  

Other loans:

                              

Commercial business

  

 

127,582

 

  

3.4

%

 

 

168,679

 

  

4.5

%

Consumer(2)

  

 

103,582

 

  

2.8

%

 

 

103,118

 

  

2.8

%

    


  

 


  

Total other loans

  

 

231,164

 

  

6.2

%

 

 

271,797

 

  

7.3

%

    


  

 


  

Total loans

  

 

3,704,954

 

  

99.7

%

 

 

3,703,209

 

  

99.7

%

Unearned discounts, premiums and deferred loan fees, net

  

 

31,303

 

  

0.9

%

 

 

30,449

 

  

0.8

%

Allowance for loan losses

  

 

(20,853

)

  

(0.6

)%

 

 

(20,293

)

  

(0.5

%)

    


  

 


  

Loans held for investment, net

  

$

3,715,404

 

  

100.0

%

 

$

3,713,365

 

  

100.0

%

    


  

 


  

Mortgage loans held for sale

  

 

291,594

 

        

 

278,759

 

      
    


        


      

Total loans, net

  

$

4,006,998

 

        

$

3,992,124

 

      
    


        


      

 

(1)   Percent of Total is calculated using “Loans held for investment, net” in the denominator.
(2)   Specialty consumer mortgages originated through our branch network are included in one-to-four family residential loans in table above.

 

Securities Portfolio

 

Investments

 

Presented below is an analysis of investments designated as available for sale.

 

    

December 31, 2002


    

Amortized Cost


  

Gross Unrealized Gains


  

Gross Unrealized Losses


    

Fair Value


    

(In thousands)

U.S. government agency securities

  

$

53,013

  

$

897

  

$

(189

)

  

$

53,721

Equity securities

  

 

130

  

 

30

  

 

—  

 

  

 

160

Trust preferred securities of other issuers

  

 

70,853

  

 

1,868

  

 

(1,804

)

  

 

70,917

Other(1)

  

 

74,331

  

 

848

  

 

(17

)

  

 

75,162

    

  

  


  

Total

  

$

198,327

  

$

3,643

  

$

(2,010

)

  

$

199,960

    

  

  


  

 

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Table of Contents

 

    

September 30, 2002


    

Amortized Cost


  

Gross Unrealized Gains


  

Gross Unrealized Losses


    

Fair Value


    

(In thousands)

U.S. government agency securities

  

$

53,082

  

$

65

  

$

(387

)

  

$

52,760

Equity securities

  

 

4,242

  

 

132

  

 

(216

)

  

 

4,158

Trust preferred securities of other issuers

  

 

58,875

  

 

2,621

  

 

(1,386

)

  

 

60,110

Other(1)

  

 

53,829

  

 

801

  

 

(73

)

  

 

54,557

    

  

  


  

Total

  

$

170,028

  

$

3,619

  

$

(2,062

)

  

$

171,585

    

  

  


  


(1)   Other includes mutual funds, preferred stock of FHLMC, and bonds.

 

Investment securities available for sale at December 31, 2002, by contractual maturity, are shown below.

 

    

Available for sale


    

Amortized Cost


  

Fair Value


    

( In thousands)

Due in one year or less

  

$

3,069

  

$

3,144

Due after one year through five years

  

 

2,994

  

 

3,015

Due after five years through ten years

  

 

78,276

  

 

79,789

Due after ten years

  

 

113,858

  

 

113,852

Equity securities

  

 

130

  

 

 160

    

  

Total

  

$

198,327

  

$

199,960

    

  

 

Mortgage-Backed Securities

 

Presented below is an analysis of mortgage-backed securities designated as available for sale.

 

    

December 31, 2002


    

Amortized Cost


  

Gross Unrealized Gains


  

Gross Unrealized Losses


    

Fair

Value


    

(In thousands)

GNMA mortgage-backed securities

  

$

51,115

  

$

3,047

  

$

—  

 

  

$

54,162

FNMA mortgage-backed securities

  

 

407,801

  

 

12,388

  

 

—  

 

  

 

420,189

FHLMC mortgage-backed securities

  

 

180,355

  

 

5,245

  

 

—  

 

  

 

185,600

Collateralized mortgage obligations(1)

  

 

160,221

  

 

445

  

 

—  

 

  

 

160,666

Mortgage pass-through certificates

  

 

954,540

  

 

3,932

  

 

(841

)

  

 

957,631

    

  

  


  

Total

  

$

1,754,032

  

$

25,057

  

 

$(841)

 

  

$

1,778,248

    

  

  


  

 

(1)   Includes $102,305 of securities purchased in December 2002 which do not earn interest until settlement date on January 31, 2003.

 

24


Table of Contents

 

    

September 30, 2002


    

Amortized

Cost


  

Gross Unrealized Gains


  

Gross Unrealized Losses


  

Fair Value


    

(In thousands)

GNMA mortgage-backed securities

  

$

61,804

  

$

3,311

  

$

—  

  

$

65,115

FNMA mortgage-backed securities

  

 

335,755

  

 

10,887

  

 

—  

  

 

346,642

FHLMC mortgage-backed securities

  

 

176,426

  

 

4,951

  

 

—  

  

 

181,377

Collateralized mortgage obligations

  

 

91,819

  

 

1,618

  

 

—  

  

 

93,437

Mortgage pass-through certificates

  

 

444,022

  

 

6,041

  

 

—  

  

 

450,063

    

  

  

  

Total

  

$

1,109,826

  

$

26,808

  

$

—  

  

$

1,136,634

    

  

  

  

 

Mortgage-backed securities available for sale at December 31, 2002, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

    

Available for sale


    

Amortized Cost


  

Fair Value


    

(In thousands)

Due in one year or less

  

$

55

  

$

56

Due after one year through five years

  

 

581

  

 

602

Due after five years through ten years

  

 

7,387

  

 

7,607

Due after ten years

  

 

1,746,009

  

 

1,769,983

    

  

Total

  

$

1,754,032

  

$

1,778,248

    

  

 

When BankUnited securitizes residential mortgage loans, it retains servicing rights and securities, which are considered retained interests in the securitized loans. Gain or loss on the sale of the receivables depends in part on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the retained interest based on their relative fair value at the date of the transfer. Fair value is derived from current market information and assumptions for similar products. The investors in the securitized assets have no recourse to BankUnited for failure of debtors to pay when due.

 

During the three months ended December 31, 2002, BankUnited securitized $150 million of residential mortgage loans. These loans were securitized with FNMA and FHLMC and transferred into BankUnited’s mortgage-backed securities available for sale portfolio. During the same period BankUnited sold $140.9 million of securitized loans, recognizing net gains of $992 thousand. In connection with the sale of the securitized loans during the three months ended December 31, 2002, BankUnited retained mortgage servicing rights with a fair value of $2.6 million. At December 31, 2002, retained interests of BankUnited from securitized loans had a fair value of $90.9 million.

 

In these securitization transactions, with the exception of loans serviced by others, BankUnited retains servicing responsibilities. BankUnited receives annual servicing fees approximating 0.25% of the outstanding receivable balance.

 

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The value of the retained interest is subject to prepayment risk on the transferred financial assets, and the general level of interest rates. At December 31, 2002, key economic assumptions and the sensitivity of the current fair value of securities remaining from securitizations to immediate 10% and 20% adverse changes in those assumptions are as follows:

 

    

Retained Securities


 
    

(Dollars in thousands)

 

Carrying amount (fair value) of retained securities

  

$

90,939

 

Weighted average life in years

  

 

1.9

 

Annual prepayment assumption

  

 

14.25

%

Impact on fair value of 10% adverse change

  

$

(435

)

Impact on fair value of 20% adverse change

  

$

(768

)

Annual cash flow discount rate

  

 

2.67

%

Impact on fair value of 10% adverse change

  

$

(539

)

Impact on fair value of 20% adverse change

  

$

(1,105

)

 

Credit losses do not affect the valuation due to FNMA’s and FHLMC’s full guarantee to BankUnited for losses on loans collateralizing the securities.

 

The sensitivities presented above are hypothetical and are presented for informational purposes only. As the amounts indicate, the fair values due to a variation in any assumption generally cannot be extrapolated because the relationship of the change in any assumption to the change in fair value may not be linear. The effect of a change in a particular assumption on the fair value of the retained securities is calculated without considering the changes in other assumptions. However, changes in one assumption may result in changes in another.

 

The total principal amount of loans underlying the retained securities at December 31, 2002 was $86.5   million, none of which was 60 days or more past due. There were no credit losses during the three months ended December 31, 2002 from the loans underlying the retained securities outstanding at December 31, 2002.

 

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The discussion contained in BankUnited’s Annual Report on Form 10-K for the year ended September 30, 2002, under Item 7a, “Quantitative and Qualitative Disclosures about Market Risk,” provides detailed quantitative and qualitative disclosures about market risk and should be referenced for information thereon. In addition, the following discussion addresses the sources and effects of developments during the three months ended December 31, 2002 which related to risks associated with investments and mortgage-backed securities.

 

Risks Associated with Changing Interest Rates.    As a financial intermediary, BankUnited invests in various types of interest-earning assets (primarily loans, mortgage-backed securities, and investment securities), which are funded largely by interest-bearing liabilities (primarily deposits, FHLB advances, senior notes, and Trust Preferred Securities). Such financial instruments have varying levels of sensitivity to changes in market interest rates, which creates interest rate risk for BankUnited. Accordingly, BankUnited’s net interest income, the most significant component of its net income, is subject to substantial volatility due to changes in interest rates or market yield curves, particularly if there are differences, or gaps, in the re-pricing frequencies of its interest-earning assets and the interest-bearing liabilities which fund them. BankUnited monitors such interest rate gaps and seeks to manage its interest rate risk by adjusting the re-pricing frequencies of its interest-earning assets and interest-bearing liabilities. Additionally, BankUnited utilizes, on a limited basis, derivative financial instruments designed to reduce the interest rate risks associated with its interest-earning assets and interest-bearing liabilities.

 

Risks Associated with Investments and Mortgage-Backed Securities.    BankUnited purchases fixed and adjustable rate mortgage-backed securities and other securities for liquidity, yield and risk management purposes. Changes in market interest rates associated with BankUnited’s investments and mortgage-backed securities could have a material adverse effect on BankUnited’s carrying value of its securities. Such changes in the carrying value of mortgage-backed securities and other securities classified as available-for-sale would be reflected, net of taxes, as a component of stockholders’ equity. See Note 6—“Comprehensive Income” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Securities Portfolio.”

 

Derivative and Hedging Activities.     BankUnited uses derivative instruments as part of its interest rate risk management activities to reduce risks associated with its borrowing activities. Derivatives used for interest rate risk management include various interest rate swaps that relate to the pricing of specific on-balance sheet instruments and forecasted transactions. In connection with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), we recognize all derivatives as either assets or liabilities on the consolidated balance sheet and report them at fair value with realized and unrealized gains and losses included in either earnings or in other comprehensive income, depending on the purpose for which the derivative is held and whether the derivative qualifies for hedge accounting.

 

BankUnited has interest rate swap agreements that qualify as fair value hedges and those that qualify as cash flow hedges. Fair value hedges area used to hedge fixed rate debt. BankUnited uses cash flow hedges to hedge interest rate risk associated with variable rate debt.

 

In connection with its interest rate management activities, BankUnited may use other derivatives as economic hedges of on-balance sheet assets and liabilities or forecasted transactions which do not qualify for hedge accounting under SFAS 133. Accordingly, these derivatives are reported as fair value on the consolidated balance sheet with realized gains and losses included in earnings.

 

By using derivative instruments, BankUnited is exposed to credit and market risk. Credit risk, which is the risk that a counterparty to a derivative instrument will fail to perform, is equal to the extent of the fair value gain in a derivative. Credit risk is created when the fair value of a derivative contract is positive, since this generally indicates that the counterparty owes us. When the fair value of a derivative is negative, no credit risk exists since BankUnited would owe the counterparty. BankUnited minimizes the credit risk in derivative instruments by

 

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entering into transactions with high-quality counterparties as evaluated by management. Market risk is the adverse effect on the value of a financial instrument from a change in interest rates or implied volatility of rates. We manage the market risk associated with interest rate contracts by establishing and monitoring limits as to the types and degree of risk that may be undertaken. The market risk associated with derivatives used for interest rate risk management activity is fully incorporated into our market risk sensitivity analysis.

 

See Note 7. Accounting For Derivative and Hedging Activities to the Accompanying Condensed Notes to Consolidated Financial Statements.

 

ITEM 4.    CONTROLS AND PROCEDURES

 

An evaluation of the effectiveness of the design and operation of BankUnited’s disclosure controls and procedures was carried out by BankUnited, within 90 days prior to the filing date of this report, under the supervision and with the participation of BankUnited’s management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that BankUnited’s disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by BankUnited in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Subsequent to the date of the most recent evaluation of BankUnited’s internal controls, there were no significant changes in BankUnited’s internal controls or in other factors that could significantly affect the internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

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Table of Contents

PART II—OTHER INFORMATION

 

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

At BankUnited’s annual meeting of stockholders held on January 29, 2003, the stockholders voted on the election of three Class I directors to serve for a three-year term expiring in 2006, and the re-election of one Class II director with a term expiring in 2004.

 

The stockholders voted to elect the nominees for Class I directors as follows:

 

    

Votes For


  

Votes Withheld


Ramiro A. Ortiz

  

3,827,973

  

16,120

Hardy C. Katz

  

3,700,896

  

143,197

Marc Jacobson

  

3,827,978

  

16,115

 

The stockholders voted to elect the nominee for Class II director as follows:

 

    

Votes For


  

Votes Withheld


Edward L. Pinckney

  

3,826,883

  

17,210

 

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

 

(a)  Exhibits.

 

  10.1   Agreement for Advances and Security Agreement with Blanket Floating Lien effective October 1, 2002 between BankUnited, FSB and the Federal Home Loan Bank of Atlanta.

 

  10.2   Participation Agreement between BankUnited, FSB and BU REIT, Inc., effective October 1, 2002

 

  10.3   Affiliate Collateral Pledge and Security Agreement effective October 1, 2002 between BankUnited, FSB, BU REIT, Inc. and the Federal Home Loan Bank of Atlanta.

 

  10.4   Form of Change in Control Agreement between BankUnited Financial Corporation and Humberto L. Lopez.*

 

  99.1   Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*   Contract with Management

 

(b)  Reports on Form 8-K.

 

BankUnited filed a Current Report on Form 8-K on November 27, 2002, announcing and describing certain terms of the resignation of BankUnited’s Executive Vice Chairman from all positions with BankUnited and its subsidiaries.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

 

BANKUNITED FINANCIAL CORPORATION

 

/s/    Humberto L. Lopez

By:                                                                                                             

Humberto L. Lopez

Senior Executive Vice President and Chief Financial Officer

 

Date:    February 14, 2003

 

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I, Alfred R. Camner, certify that:

 

1.  I have reviewed this quarterly report on Form 10-Q of BankUnited Financial Corporation;

 

2.  Based on my knowledge, this quarterly 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 quarterly report;

 

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 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 quarterly 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 quarterly report (the “Evaluation Date”); and

 

c)  presented in this quarterly 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 functions):

 

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 quarterly report whether 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: February 14, 2003

 

/s/    Alfred R. Camner


Alfred R. Camner

Chairman of the Board and

Chief Executive Officer

 

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I, Humberto L. Lopez, certify that:

 

1.  I have reviewed this quarterly report on Form 10-Q of BankUnited Financial Corporation;

 

2.  Based on my knowledge, this quarterly 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 quarterly report;

 

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 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 quarterly 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 quarterly report (the “Evaluation Date”); and

 

c)  presented in this quarterly 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 functions):

 

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 quarterly report whether 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: February 14, 2003

 

/s/    Humberto L. Lopez


Humberto L. Lopez

Senior Executive Vice President and

Chief Financial Officer

 

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BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

 

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2002

 

INDEX TO EXHIBITS

 

Exhibit No.


  

Numbered Page


10.1

  

Agreement for Advances and Security Agreement with Blanket Floating Lien effective October 1, 2002 between BankUnited, FSB and the Federal Home Loan Bank of Atlanta.

10.2

  

Participation Agreement between BankUnited, FSB and BU REIT, Inc., effective October 1, 2002.

10.3

  

Affiliate Collateral Pledge and Security Agreement effective October 1, 2002 between BankUnited, FSB, BU REIT, Inc. and the Federal Home Loan Bank of Atlanta.

10.4

  

Form of Change in Control Agreement between BankUnited Financial Corporation and Humberto L. Lopez.*

99.1

  

Certifications of Chief Executive Officer and Chief Financial Officer.


*   Contract with Management.

 

33