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 September 30, 2003


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


1750 East Sunrise Boulevard
Ft. Lauderdale, Florida		33304
(Address of principal executive offices)		(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	November 4, 2003

Class A Common Stock, par value $0.01 per share		54,109,777
Class B Common Stock, par value $0.01 per share		4,876,124

TABLE OF CONTENTS


		CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	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 2. Changes in Securities and Use of Proceeds
	Item 6. Exhibits and Reports on Form 8-K
Signatures
EX-3 Amended and Restated By-Laws
EX-10.1 Amendments to Stock Plan
EX-11 Computation of Per Share Earnings
EX-31.1 CFO Certification Pursuant to Section 302
EX-31.2 CEO Certification Pursuant to Section 302
EX-32.1 CEO Certification Pursuant to Section 906
EX-32.2 CFO Certification Pursuant to Section 906

TABLE OF CONTENTS


		Page
Part I. FINANCIAL INFORMATION
Reference
Item 1.	Financial Statements		1-24
	Consolidated Statements of Financial Condition – September 30, 2003 and 2002 and December 31, 2002 - Unaudited		4
	Consolidated Statements of Operations - For the Three and Nine Months Ended September 30, 2003 and 2002 - Unaudited		5-6
	Consolidated Statements of Stockholders’ Equity and Comprehensive Income – For the Nine Months Ended September 30, 2003 and 2002 - - Unaudited		7
	Consolidated Statements of Cash Flows - For the Nine Months Ended September 30, 2003 and 2002 - Unaudited		8-9
	Notes to Consolidated Financial Statements - Unaudited		10-24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25-45
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		45-46
Item 4.	Controls and Procedures		46-47
Part II. OTHER INFORMATION
Item 2.	Changes in Securities and Use of Proceeds		48
Item 6.	Exhibits and Reports on Form 8-K		48
	Signatures		49

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


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

ASSETS
Cash and due from depository institutions			$	139,096		$	200,600		$	167,683
Federal funds sold and securities purchased under resell agreements				4,212			50,145			147
Securities available for sale (at fair value)				354,101			707,858			639,611
Securities owned (at fair value)				87,837			186,454			178,774
Investment securities and tax certificates (approximate fair value: $159,762, $212,698 and $418,047)				155,550			212,240			411,488
Loans receivable, net of allowance for loan losses of $48,202, $48,022 and $45,602				3,739,638			3,372,630			3,627,406
Federal Home Loan Bank stock, at cost which approximates fair value				56,987			64,943			65,224
Accrued interest receivable				29,109			33,984			36,603
Real estate held for development and sale				256,920			200,183			200,058
Investments and advances to unconsolidated subsidiaries				102,590			112,599			111,456
Office properties and equipment, net				93,334			92,699			91,807
Deferred tax asset, net				33,684			35,316			34,449
Goodwill				76,674			78,612			79,005
Core deposit intangible asset				12,424			13,757			14,210
Other assets				54,904			58,991			66,481

		Total assets	$	5,197,060		$	5,421,011		$	5,724,402

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
	Interest free checking		$	594,685		$	462,718		$	428,812
	NOW accounts			480,837			399,985			359,386
	Savings accounts			202,355			163,641			155,328
	Insured money fund savings			878,281			775,175			791,211
	Certificate accounts			826,045			1,119,036			1,240,137

Total deposits				2,982,203			2,920,555			2,974,874

Advances from FHLB				956,820			1,297,170			1,307,739
Securities sold under agreements to repurchase				143,230			116,279			286,663
Federal funds purchased				—			—			45,000
Subordinated debentures, notes and bonds payable				146,696			193,816			197,195
Guaranteed preferred beneficial interests in Company’s Junior Subordinated Debentures				—			180,375			190,125
Junior subordinated debentures				263,218			—			—
Securities sold not yet purchased				15,089			38,003			33,034
Due to clearing agent				6,086			78,791			81,774
Other liabilities				170,049			126,688			150,370

		Total liabilities		4,683,391			4,951,677			5,266,774

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 54,064,076, 53,441,847 and 53,428,662 shares				541			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				256,782			252,699			252,689
Unearned compensation - restricted stock grants				(1,223	)		(1,209	)		(1,247	)
Retained earnings				258,197			213,692			197,431

Total stockholders’ equity before accumulated other comprehensive income (loss)				514,346			465,765			449,456
Accumulated other comprehensive income (loss)				(677	)		3,569			8,172

		Total stockholders’ equity		513,669			469,334			457,628

		Total liabilities and stockholders’ equity	$	5,197,060		$	5,421,011		$	5,724,402

See Notes to Consolidated Financial Statements - Unaudited

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


		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,

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

Interest income:
Interest and fees on loans and leases		$	50,726		$	59,969		$	157,979		$	166,365
Interest and dividends on securities available for sale			4,598			10,322			20,941			34,192
Interest and dividends on other investment securities			4,776			8,762			15,251			25,217
Interest and dividends on securities owned			2,892			2,607			7,389			5,452

	Total interest income		62,992			81,660			201,560			231,226

Interest expense:
Interest on deposits			7,758			16,089			28,685			48,521
Interest on advances from FHLB			15,025			15,856			45,632			46,452
Interest on securities sold under agreements to repurchase and federal funds purchased			558			2,305			2,625			5,802
Interest on subordinated debentures, notes and bonds payable and guaranteed preferred beneficial interests in Company’s Junior Subordinated Debentures and Junior Subordinated Debentures			6,103			6,841			18,480			17,985
Capitalized interest on real estate developments			(1,856	)		(1,688	)		(5,635	)		(4,519	)

	Total interest expense		27,588			39,403			89,787			114,241

Net interest income			35,404			42,257			111,773			116,985
Provision (recovery) for loan losses			(1,076	)		2,082			1,264			10,786

Net interest income after provision (recovery) for loan losses			36,480			40,175			110,509			106,199

Non-interest income:
Investment banking income			49,992			42,956			152,222			89,270
Income from real estate operations			18,893			8,625			56,165			31,128
Income from unconsolidated subsidiaries			3,969			1,654			6,525			5,334
Service charges on deposits			10,925			6,684			29,088			17,234
Other service charges and fees			4,625			3,591			14,614			10,246
(Losses) gains on securities activities			(336	)		2,483			29			8,605
Impairment of securities			—			(302	)		—			(18,459	)
Other			3,110			1,907			8,750			6,096

	Total non-interest income		91,178			67,598			267,393			149,454

Non-interest expense:
Employee compensation and benefits			60,471			54,277			183,688			129,642
Occupancy and equipment			10,161			11,101			29,514			28,759
Advertising and promotion			3,923			3,496			12,960			9,393
Selling, general and administrative expenses			3,842			2,852			11,729			8,629
Amortization of intangible assets			439			453			1,332			907
Restructuring charges and writedowns			—			—			—			1,007
Acquisition related charges and impairments			—			(71	)		—			4,925
Cost associated with debt redemption			2,040			—			3,688			—
Professional fees			4,636			2,429			11,974			5,787
Communications			2,822			3,035			10,867			6,998
Floor broker and clearing fees			2,328			2,463			6,722			5,730
Other			8,018			8,069			27,919			22,970

	Total non-interest expense		98,680			88,104			300,393			224,747

Income from continuing operations before income taxes and minority interest			28,978			19,669			77,509			30,906
Provision for income taxes			10,776			5,995			28,577			8,828

Income from continuing operations			18,202			13,674			48,932			22,078
Discontinued operations, (less applicable income taxes of ($60), $73, ($923) and $109)			306			860			1,143			1,549
Extraordinary item (less applicable income taxes of $0 and $2,771)			—			(61	)		—			23,749
Cumulative effect of a change in accounting principle (less applicable income taxes of $1,246)			—			—			—			(15,107	)

Net income		$	18,508		$	14,473		$	50,075		$	32,269

See Notes to Consolidated Financial Statements - Unaudited (continued)


	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,

	2003		2002		2003		2002

Earnings per share
Basic earnings per share from continuing operations	$	0.31	$	0.24	$	0.84	$	0.38
Basic earnings per share from discontinued operations		0.01		0.01		0.02		0.03
Basic earnings per share from extraordinary item		—		—		—		0.41
Basic earnings (loss) per share from cumulative effect of a change in accounting principle		—		—		—		(0.26	)

Basic earnings per share	$	0.32	$	0.25	$	0.86	$	0.56

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