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 June 30, 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	August 7, 2003

Class A Common Stock, par value $0.01 per share		53,948,805
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 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2003 — UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Signatures
EX-11 STATEMENT RE: COMPUTATION PER SHARE EARNINGS
EX-31.1 CERTIFICATION PURSUANT SECTION 302
EX-31.2 CERTIFICATION PURSUANT SECTION 302
EX-32.1 CERTIFICATION PURSUANT SECTION 906
EX-32.2 CERTIFICATION PURSUANT SECTION 906

TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION


		Page

Reference
Item 1. Financial Statements			1-23
	Consolidated Statements of Financial Condition — June 30, 2003 and 2002 and December 31, 2002 — Unaudited		4
	Consolidated Statements of Operations — For the Three and Six Months Ended June 30, 2003 and 2002 — Unaudited		5-6
	Consolidated Statements of Stockholders’ Equity and Comprehensive Income – For the Six Months Ended June 30, 2003 and 2002 — Unaudited		7
	Consolidated Statements of Cash Flows — For the Six Months Ended June 30, 2003 and 2002 — Unaudited		8-9
	Notes to Consolidated Financial Statements — Unaudited		10-23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24-44
Item 3. Quantitative and Qualitative Disclosures about Market Risk			44-45
Item 4. Controls and Procedures			45-46
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders			47
Item 6. Exhibits and Reports on Form 8-K			47
	Signatures		48

[THIS PAGE INTENTIONALLY LEFT BLANK]

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


			June 30,			December 31,			June 30,
(In thousands, except share data)			2003			2002			2002

ASSETS
Cash and due from depository institutions			$	127,150		$	200,600		$	150,468
Federal funds sold and securities purchased under resell agreements				—			50,145			149
Securities available for sale (at fair value)				509,572			707,858			767,648
Securities owned (at fair value)				224,405			186,454			244,000
Investment securities and tax certificates (approximate fair value: $208,622, $212,698 and $461,020)				208,621			212,240			453,778
Loans receivable, net of allowance for loan losses of $49,576, $48,022 and $48,587				4,024,340			3,372,630			3,564,143
Federal Home Loan Bank stock, at cost which approximates fair value				69,131			64,943			60,732
Accrued interest receivable				34,162			33,984			36,687
Real estate held for development and sale and joint ventures				268,546			252,087			237,962
Investment in unconsolidated real estate subsidiary				64,381			60,695			58,205
Office properties and equipment, net				92,174			92,699			92,740
Deferred tax asset, net				34,527			35,316			38,857
Goodwill				76,674			78,612			83,526
Core deposit intangible asset				12,864			13,757			14,664
Other assets				64,931			58,991			91,833

		Total assets	$	5,811,478		$	5,421,011		$	5,895,392

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits Interest free checking			$	546,805		$	462,718		$	412,425
	NOW accounts			455,514			399,985			335,414
	Savings accounts			191,586			163,641			149,967
	Insured money fund savings			850,579			775,175			769,390
	Certificate accounts			859,896			1,119,036			1,312,902

Total deposits				2,904,380			2,920,555			2,980,098

Advances from FHLB				1,332,300			1,297,170			1,218,926
Securities sold under agreements to repurchase				218,141			116,279			491,735
Federal funds purchased				155,000			—			80,000
Subordinated debentures, notes and bonds payable				140,810			193,816			195,243
Guaranteed preferred beneficial interests in Company’s Junior Subordinated Debentures				255,375			180,375			155,125
Securities sold but not yet purchased				34,968			38,003			68,325
Due to clearing agent				112,410			78,791			94,312
Other liabilities				162,263			126,688			165,300

		Total liabilities		5,315,647			4,951,677			5,449,064

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 53,753,721, 53,441,847 and 53,392,502 shares				538			534			534
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				254,532			252,699			253,127
Unearned compensation — restricted stock grants				(1,133	)		(1,209	)		(1,285	)
Retained earnings				241,632			213,692			184,768

Total stockholders’ equity before accumulated other comprehensive income				495,618			465,765			437,193
Accumulated other comprehensive income				213			3,569			9,135

		Total stockholders’ equity		495,831			469,334			446,328

		Total liabilities and stockholders’ equity	$	5,811,478		$	5,421,011		$	5,895,392

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


			For the Three Months						For the Six Months
(In thousands, except share and per share data)			Ended June 30,						Ended June 30,

Interest income:			2003			2002			2003			2002

Interest and fees on loans and leases			$	54,257		$	59,325		$	107,253		$	106,396
Interest and dividends on securities available for sale				7,686			11,804			16,343			23,870
Interest and dividends on other investment securities				5,281			8,453			10,474			16,456
Interest and dividends on securities owned				4,801			3,472			9,148			4,170

	Total interest income			72,025			83,054			143,218			150,892

Interest expense:
Interest on deposits				9,758			17,106			20,927			32,432
Interest on advances from FHLB				15,291			15,676			30,607			30,596
Interest on securities sold under agreements to repurchase and federal funds purchased				1,248			2,113			2,067			3,497
Interest on subordinated debentures, notes and bonds payable and guaranteed preferred beneficial interests in Company’s Junior Subordinated Debentures				6,792			6,853			13,011			11,461
Capitalized interest on real estate developments and joint ventures				(1,608	)		(1,613	)		(3,182	)		(2,831	)

		Total interest expense		31,481			40,135			63,430			75,155

Net interest income				40,544			42,919			79,788			75,737
Provision for loan losses				1,490			6,139			2,340			8,704

Net interest income after provision for loan losses				39,054			36,780			77,448			67,033

Non-interest income:
Investment banking income				58,091			38,191			116,075			51,239
Gains on sales of real estate developed for sale and joint venture activities				20,515			12,466			34,303			24,443
Income from unconsolidated real estate subsidiary				2,319			1,741			2,438			1,741
Service charges on deposits				9,605			5,687			18,163			10,550
Other service charges and fees				6,071			3,550			9,989			6,655
(Losses) gains on securities activities				(19	)		3,083			365			6,122
Impairment of securities				—			(18,157	)		—			(18,157	)
Other				3,467			2,765			6,719			4,633

		Total non-interest income		100,049			49,326			188,052			87,226

Non-interest expense:
Employee compensation and benefits				69,015			53,902			136,047			80,765
Occupancy and equipment				9,891			10,551			19,898			17,845
Advertising and promotion				5,298			3,774			9,029			5,984
Selling, general and administrative expenses				3,935			3,142			7,078			5,777
Amortization of intangible assets				439			454			893			454
Restructuring charges and writedowns				1,906			1,007			1,906			1,007
Acquisition related charges and impairments				—			3,922			—			4,996
Professional fees				4,917			2,423			8,672			3,691
Communications				4,644			3,313			8,909			4,227
Floor broker and clearing fees				2,519			2,467			4,921			3,316
Other				9,727			8,528			19,236			14,235

		Total non-interest expense		112,291			93,483			216,589			142,297

Income (loss) before income taxes, extraordinary item and cumulative effect of a change in accounting principle				26,812			(7,377	)		48,911			11,962
Provision (benefit) for income taxes				9,603			(3,890	)		17,344			2,869

Income (loss) before extraordinary item and cumulative effect of a change in accounting principle				17,209			(3,487	)		31,567			9,093
Extraordinary item (less applicable income taxes of $2,711)				—			23,810			—			23,810
Cumulative effect of a change in accounting principle (less applicable income taxes of $1,246)				—			—			—			(15,107	)

Net income			$	17,209		$	20,323		$	31,567		$	17,796

See Notes to Consolidated Financial Statements — Unaudited

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


	For the Three Months					For the Six Months
	Ended June 30,					Ended June 30,

	2003		2002			2003		2002

Earnings per share
Basic earnings (loss) per share before extraordinary item and cumulative effect of a change in accounting principle	$	0.30	$	(0.06	)	$	0.54	$	0.16
Basic earnings per share from extraordinary item		—		0.41			—		0.41
Basic earnings (loss) per share from cumulative effect of a change in accounting principle		—		—			—		(0.26	)

Basic earnings per share	$	0.30	$	0.35		$	0.54	$	0.31

Diluted earnings (loss) per share before extraordinary item and cumulative effect of a change in accounting principle	$	0.28	$	(0.06	)	$	0.51	$	0.15
Diluted earnings per share from extraordinary item		—		0.41			—		0.39
Diluted earnings (loss) per share from cumulative effect of a change in accounting principle		—		—			—		(0.25	)

Diluted earnings per share	$	0.28	$	0.35		$	0.51	$	0.29

Basic weighted average number of common shares outstanding		58,321,020		57,973,880			58,246,733		57,918,382

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