BANKATLANTIC BANCORP INC - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
___________________________


[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended March 31, 2003

		OR

[ ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission file number 34-027228

BankAtlantic Bancorp, Inc.
(Exact name of registrant as specified in its charter)


Florida (State or other jurisdiction of incorporation or organization)		65-0507804 (I.R.S. Employer Identification No.)

1750 East Sunrise Boulevard Ft. Lauderdale, Florida (Address of principal executive offices)		33304 (Zip Code)

(954) 760-5000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)

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, and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

YES [X] NO [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.


	Outstanding at
Title of Each Class	May 6, 2003

Class A Common Stock, par value $0.01 per share		53,590,251
Class B Common Stock, par value $0.01 per share		4,876,124

TABLE OF CONTENTS


		CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION -UNAUDITED
		CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED
		CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
		CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 6. Exhibits and Reports on Form 8-K
EX-10.1 AMENDED & RESTATED DECLARATION OF TRUST
EX-10.2 INDENTURE
EX-10.3 AMENDED & RESTATED DECLARATION OF TRUST
EX-10.4 INDENTURE
EX-10.5 AMENDED & RESTATED DECLARATION OF TRUST
EX-10.6 INDENTURE
EX-11 COMPUTATION OF PER SHARE EARNINGS
EX-99.1 CEO CERTIFICATION
EX-99.2 CFO CERTIFICATION

TABLE OF CONTENTS


			Page
Part I. FINANCIAL INFORMATION
Reference
		Item 1. Financial Statements		1-20
		Consolidated Statements of Financial Condition — March 31, 2003 and 2002 and December 31, 2002 — Unaudited		4
		Consolidated Statements of Operations — For the Three Months Ended March 31, 2003 and 2002 — Unaudited		5-6
		Consolidated Statements of Stockholders’ Equity and Comprehensive Income — For the Three Months Ended March 31, 2003 and 2002 - Unaudited		7
		Consolidated Statements of Cash Flows — For the Three Months Ended March 31, 2003 and 2002 — Unaudited		8-9
		Notes to Consolidated Financial Statements — Unaudited		10-20
		Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21-36
		Item 3. Quantitative and Qualitative Disclosures about Market Risk		36-38
		Item 4. Controls and Procedures		38
Part II. OTHER INFORMATION
		Item 6. Exhibits and Reports on Form 8-K		39
	Signatures and Certification			40-42

[THIS PAGE INTENTIONALLY LEFT BLANK]

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION — UNAUDITED


			March 31,			December 31,			March 31,
(In thousands, except share data)			2003			2002			2002

ASSETS
Cash and due from depository institutions			$	139,940		$	200,600		$	150,543
Federal funds sold and securities purchased under resell agreements				—			50,145			152
Securities available for sale (at fair value)				740,003			707,858			862,385
Securities owned (at fair value)				154,319			186,454			34,666
Investment securities and tax certificates (approximate fair value: $175,876, $212,698 and $413,908)				175,436			212,240			409,294
Loans receivable, net				3,881,143			3,372,630			3,507,518
Federal Home Loan Bank stock, at cost which approximates fair value				65,443			64,943			59,482
Accrued interest receivable				35,715			33,984			37,451
Real estate held for development and sale and joint ventures				266,865			252,087			212,583
Investment in unconsolidated real estate subsidiary				61,584			60,695			2,730
Office properties and equipment, net				92,834			92,699			79,419
Deferred tax asset, net				37,523			35,316			27,047
Goodwill				77,878			78,612			84,855
Core deposit intangible asset				13,303			13,757			15,117
Due from clearing agent				—			—			52,372
Other assets				64,546			58,991			42,515

		Total assets	$	5,806,532		$	5,421,011		$	5,578,129

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
	Interest free checking		$	516,404		$	462,718		$	393,000
	NOW accounts			446,076			399,985			353,633
	Savings accounts			180,362			163,641			147,944
	Insured money fund savings			820,181			775,175			772,897
	Certificate accounts			920,350			1,119,036			1,384,382

Total deposits				2,883,373			2,920,555			3,051,856

Advances from FHLB				1,308,246			1,297,170			1,174,418
Securities sold under agreements to repurchase				341,144			116,279			364,400
Federal funds purchased				115,000			—			85,000
Subordinated debentures, notes and bonds payable				192,919			193,816			160,278
Guaranteed preferred beneficial interests in Company’s Junior Subordinated Debentures				245,375			180,375			130,125
Securities sold but not yet purchased				49,760			38,003			66,684
Due to clearing agent				36,982			78,791			—
Other liabilities				154,117			126,688			119,124

		Total liabilities		5,326,916			4,951,677			5,151,885

Stockholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued and outstanding				—			—			—
Class A common stock, $.01 par value, authorized 80,000,000 shares; issued and outstanding 53,516,846, 53,441,847 and 53,332,587 shares				535			534			533
Class B common stock, $.01 par value, authorized 45,000,000 shares; issued and outstanding 4,876,124, 4,876,124 and 4,876,124 shares				49			49			49
Additional paid-in capital				253,032			252,699			252,079
Unearned compensation — restricted stock grants				(1,171	)		(1,209	)		(1,327	)
Retained earnings				226,241			213,692			166,133

Total stockholders’ equity before accumulated other comprehensive income				478,686			465,765			417,467
Accumulated other comprehensive income				930			3,569			8,777

		Total stockholders’ equity		479,616			469,334			426,244

		Total liabilities and stockholders’ equity	$	5,806,532		$	5,421,011		$	5,578,129

See Notes to Consolidated Financial Statements — Unaudited

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED


		For the Three Months
		Ended March 31,

(In thousands, except share and per share data)		2003			2002

Interest income:
Interest and fees on loans and leases		$	52,996		$	47,071
Interest and dividends on securities available for sale			8,657			12,066
Interest and dividends on other investment securities			5,193			8,003
Interest and dividends on securities owned			4,347			698

	Total interest income		71,193			67,838

Interest expense:
Interest on deposits			11,169			15,326
Interest on advances from FHLB			15,316			14,920
Interest on securities sold under agreements to repurchase and federal funds purchased			819			1,384
Interest on subordinated debentures, notes and bonds payable and guaranteed beneficial interests in Company’s Junior Subordinated Debentures			6,219			4,608
Capitalized interest on real estate developments and joint ventures			(1,574	)		(1,218	)

	Total interest expense		31,949			35,020

Net interest income			39,244			32,818
Provision for loan losses			850			2,565

Net interest income after provision for loan losses			38,394			30,253

Non-interest income:
Investment banking income			57,984			13,048
Gains on sales of real estate developed for sale and joint venture activities			13,788			11,977
Income from unconsolidated real estate subsidiary			119			—
Service charges on deposits			8,558			4,863
Other service charges and fees			3,918			3,105
Gains on securities activities			384			3,039
Other			3,252			1,868

	Total non-interest income		88,003			37,900

Non-interest expense:
Employee compensation and benefits			67,032			26,863
Occupancy and equipment			10,007			7,294
Advertising and promotion			3,731			2,210
Selling, general and administrative			2,609			1,774
Amortization of intangible assets			454			—
Acquisition related charges and impairments			—			1,074
Professional fees			3,755			1,268
Communications			4,265			914
Floor broker and clearing fees			2,402			849
Other			10,043			6,568

	Total non-interest expense		104,298			48,814

Income before income taxes and cumulative effect of a change in accounting principle			22,099			19,339
Provision for income taxes			7,741			6,759

Income before cumulative effect of a change in accounting principle			14,358			12,580
Cumulative effect of a change in accounting principle (less applicable income taxes of $1,246)			—			(15,107	)

Net income (loss)		$	14,358		$	(2,527	)

(CONTINUED)

See Notes to Consolidated Financial Statements — Unaudited

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED


	For the Three Months
	Ended March 31,

	2003		2002

Earnings per share
Basic earnings per share before cumulative effect of a change in accounting principle	$	0.25	$	0.22
Basic loss per share from cumulative effect of a change in accounting principle		—		(0.26	)

Basic earnings (loss) per share	$	0.25	$	(0.04	)

Diluted earnings per share before cumulative effect of a change in accounting principle	$	0.23	$	0.19
Diluted loss per share from cumulative effect of a change in accounting principle		—		(0.23	)

Diluted earnings (loss) per share	$	0.23	$	(0.04	)

Basic weighted average number of common shares outstanding		58,171,621		57,862,267

Diluted weighted average number of common and common equivalent shares outstanding		64,250,488		65,207,468

See Notes to Consolidated Financial Statements — Unaudited

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2003 — UNAUDITED


													Unearned			Accumul-
													Compen-			ated
								Addi-					sation			Other
			Compre-					tional					Restricted			Compre-
			hensive			Common		Paid-in		Retained			Stock			hensive
(In thousands)			Income			Stock		Capital		Earnings			Grants			Income		Total

BALANCE, DECEMBER 31, 2001						$	581	$	251,202	$	170,349		$	(1,359	)	$	14,900	$	435,673
	Net income		$	(2,527	)		—		—		(2,527	)		—			—		(2,527	)

	Other comprehensive income, net of tax:
		Unrealized loss on securities available for sale (less income tax benefit of $2,467)		(4,577	)
		Accumulated gain associated with cash flow hedges (less income tax provision of $299)		268
		Reclassification adjustment for cash flow hedge		131
		Reclassification adjustment for net gain included in net income		(1,945	)

	Other comprehensive loss			(6,123	)

Comprehensive loss			$	(8,650	)

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