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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE YEAR ENDED DECEMBER 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number
34-027228
BANKATLANTIC BANCORP, INC.
(Exact name of registrant as specified in its Charter)
FLORIDA 65-0507804
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(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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH REGISTERED
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NEW YORK STOCK EXCHANGE
TITLE OF EACH CLASS
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CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH REGISTERED
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NASDAQ NATIONAL MARKET
TITLE OF CLASS
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CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
Indicate, by check mark, if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K or any
amendment to this Form 10K. [ X ]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [ X ] NO [ ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant at March 13, 2000 was approximately $25.4 million.
The number of shares of Registrant's Class A Common Stock outstanding on
March 13, 2000 was 31,655,422.
The number of shares of Registrant's Class B Common Stock outstanding on
March 13, 2000 was 10,370,175.
Portions of the 1999 Annual Report to Stockholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant relating to the Annual Meeting of shareholders, are
incorporated in Part III of this report.
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PART I
ITEM I. BUSINESS
Except for historical information contained herein, the matters
discussed in this report contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that involve substantial risks and uncertainties. When used in
this report, or in the documents incorporated by reference herein, the words
"anticipate", "believe", "estimate", "may", "intend", "expect" and similar
expressions identify certain of such forward-looking statements. Actual results,
performance or achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements contained herein. These
forward-looking statements are based largely on the expectations of BankAtlantic
Bancorp, Inc. ("the Company" or "Bancorp") and are subject to a number of risks
and uncertainties, including but not limited to, the risks and uncertainties
associated with: the impact and affects of increased leverage, economic,
competitive and other factors affecting the Company and its operations, markets,
products and services, credit risks and the related sufficiency of its allowance
for loan losses, changes in interest rates and economic policies, the success of
technological, strategic and business initiatives, the profitability of its
banking as well as non-banking initiatives, and other factors discussed
elsewhere in this report filed by the Company with the Securities and Exchange
Commission ("SEC"). Many of these factors are beyond the Company's control.
GENERAL
THE COMPANY
The Company is a unitary savings bank holding company and is subject to
regulatory oversight by the Office of Thrift Supervision ("OTS") because it owns
all of the outstanding stock of BankAtlantic, a Federal Savings Bank
("BankAtlantic"). The Company is required to register with the OTS and is
subject to OTS examination, supervision and reporting requirements. The Company
is subject to the reporting and other requirements of the Securities and
Exchange Act due to its publicly held equity and debt securities. BFC Financial
Corporation ("BFC") owned 47.5% of the Company's voting common stock at December
31, 1999 and is also subject to the same oversight by the OTS. The Company's
principal assets include the capital stock of:
o BankAtlantic, and its subsidiaries and
o Ryan, Beck & Co., Inc. ("RBCO"), an investment banking firm
and its subsidiaries.
RBCO is subject to regulation, examination, supervision and reporting
by various agencies. See "Regulation and Supervision."
BANKATLANTIC
BankAtlantic is headquartered in Ft. Lauderdale, Florida. BankAtlantic
provides a full range of commercial banking products and services directly and
through subsidiary corporations. The principal business of BankAtlantic is
attracting checking and savings deposits from the public and general business
customers and using these deposits to originate or acquire commercial, small
business, residential and consumer loans and to make permitted investments such
as the investments in mortgage-backed securities, tax certificates and other
investment securities.
BankAtlantic currently operates in 18 Florida counties through 68
branch offices, with 11 in Miami-Dade County, 22 in Broward County, 6 in the
Tampa Bay area and 13 in Palm Beach County as well as 16 branches located
throughout Florida in Wal-Mart SuperStores. As reported by an independent
statistical reporting service, BankAtlantic is the largest independent financial
institution headquartered in the State of Florida based on assets at September
30, 1999. BankAtlantic is regulated and examined by the OTS and the Federal
Deposit Insurance Corporation ("FDIC") and its deposit accounts are insured up
to applicable limits by the FDIC.
BankAtlantic Development Corp ("BDC") a wholly owned subsidiary of
BankAtlantic whose primary activities relate to
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the St. Lucie West Holding Corp. ("SLWHC"), the developer of the master planned
community of St. Lucie West, ("SLW") located in St. Lucie County, Florida. On
December 28, 1999, BDC completed the acquisition of Levitt Corporation
("Levitt"), which is focused on the development of active adult communities.
SEGMENTS
The Company considers its business segments to be bank loan operations,
bank investment operations, real estate operations and investment banking
operations. Bank loan operations consist primarily of BankAtlantic's branch
network, sales force and loan originations to bank customers. Bank investment
operations consist of mortgage-backed securities, tax certificates, other
investment securities and bulk purchases of wholesale residential loans. Real
estate operations consist of SLW, Levitt and other real estate joint ventures
operated under BDC. Investment banking operations consist of RBCO. During the
fourth quarter of 1998 management decided to exit the mortgage servicing
business ("MSB") and all such activities ceased in 1999. The MSB activities are
classified as discontinued operations.
BANK LOAN OPERATIONS
GENERAL -- BankAtlantic's lending activities include residential real
estate lending, commercial lending (consisting of commercial real estate and
commercial business lending), syndicated commercial loans, international
lending, small business lending (primarily commercial non-mortgage loans under
$1.0 million), lease financing, consumer lending (primarily consisting of loans
secured by subordinate liens on residential real property, home equity loans,
loans secured by automobiles and boats and unsecured signature loans), banker's
acceptances and issuances of standby letters of credit. See "Regulation and
Supervision" for a description of restrictions on BankAtlantic's lending
activities.
COMMERCIAL REAL ESTATE LOANS -- BankAtlantic's commercial real estate
loans normally are secured by property located throughout Florida, primarily in
Miami-Dade, Broward and Palm Beach Counties.
BankAtlantic's commercial real estate loan originations include:
o mortgage loans for commercial and industrial properties
primarily with five to seven year maturities,
o construction loans secured by income producing properties,
o residential development loans and
o land acquisition and development loans
BankAtlantic's commercial real estate loans, other than those relating
to BankAtlantic's affiliated joint ventures, typically are based on a maximum of
75% of the collateral's appraised value and typically require the borrower to
maintain escrow accounts for real estate taxes and insurance. The loans and
BankAtlantic's investment in affiliated joint ventures results in consolidated
exposure in excess of the typical loan to value ratio. Prior to making a loan
BankAtlantic considers the value of the collateral, the quality of the loan, the
credit worthiness of the borrowers and guarantors, the location of the real
estate, the projected income stream of the property, the reputation and quality
of management constructing or administering the property, and the interest rate
and fees. BankAtlantic normally requires that these loans be guaranteed by one
or more of the principals of the borrowing entity.
COMMERCIAL BUSINESS LOANS -- BankAtlantic's commercial business loans
are generally made to small to medium size companies located throughout Florida,
primarily in the Miami-Dade, Broward and Palm Beach Counties and the Tampa Bay
area. BankAtlantic makes both secured and unsecured loans, although the majority
of these loans are on a secured basis. New commercial business loans are
generally in excess of $1 million and typically secured by the accounts
receivable, inventory, equipment, and/or general corporate assets of the
borrowers. Commercial business loans generally have variable interest rates that
are prime-based. These loans typically are originated for terms ranging from one
to five years.
SYNDICATED BUSINESS LOANS -- The corporate Syndications Group actively
pursues opportunities in multi-bank credit facilities to middle market
corporations arranged by lead institutions. The focus of the lending activities
is typically Florida based companies. On a selected basis, the companies may be
headquartered elsewhere.
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The typical credit facility is between three to six years encompassing
both revolving and term loans with LIBOR and prime based variable interest
rates. The facilities finance working capital, acquisition, and general
corporate purposes. Primarily these facilities are collateralized by the assets
of the corporation.
Commercial real estate and construction and development loans present
more credit risk than residential first mortgages, since many of the loans may
be secured by property in the early stages of development. BankAtlantic's
competitors over the last several years have also increased their available
funding for commercial real estate projects. Increased availability of funds
could result in over-building and a decline in real estate values. A decline in
the real estate market in Florida, increases in interest rates, or a decline in
general economic conditions could have a material adverse effect on
BankAtlantic's financial condition and results of operations.
Commercial and syndicated business loans generally have a higher degree
of risk than residential loans because they are more likely to be adversely
impacted by unfavorable economic conditions. In addition, these loans typically
are highly dependent on the success of the business and the credit worthiness of
the principals or guarantors.
RESIDENTIAL REAL ESTATE LOANS -- BankAtlantic makes residential real
estate loans secured by property located throughout Florida, primarily in
Miami-Dade, Broward and Palm Beach Counties. BankAtlantic originates residential
loans through its branch banking network and through a staff of commissioned
mortgage officers. BankAtlantic originates both fixed rate and adjustable loans
with amortization periods up to 30 years.
Residential real estate loans are generally less risky than other
loans, since the collateral is secured by residential real estate of primarily
owner occupied properties located primarily in BankAtlantic's market area.
INTERNATIONAL LENDING -- BankAtlantic's international lending
operations provide the following:
o trade financing for correspondent financial institutions in
Latin America, including pre-export financing, advances on
letters of credit and banker's acceptances,
o trade financing for local commercial customers who are
primarily importing from or exporting to Latin America,
o term financing of the export of United States goods and
services guaranteed by the EximBank and
o other correspondent banking services.
Loans to correspondent banks' generally have LIBOR based interest rates
and other international loans generally have prime based interest rates and have
maturities of one year or less.
SMALL BUSINESS LENDING -- BankAtlantic's small business loans are
generally made to companies located throughout Florida, primarily in Miami-Dade,
Broward and Palm Beach Counties and the Tampa Bay area. Small business loans are
originated on a secured or unsecured basis and do not exceed $1.0 million. These
loans are originated with maturities primarily ranging from one to three years
or on demand. Lines of credit are due upon demand. Small business loans
typically have either fixed or variable prime based interest rates.
LEASE FINANCING-- BankAtlantic leases and finances equipment to
corporate customers through its subsidiary, Leasing Technology, Inc. ("LTI").
LTI principally leases or finances trucks and manufacturing and construction
equipment to businesses located primarily in Miami-Dade, Broward and Palm Beach
Counties in Florida. LTI's loans and leases are secured by the acquired
equipment and generally do not exceed $400,000 per financing. These loans and
leases are originated with terms ranging from two to five years. Residuals are
typically less than 10% of the original purchase price of the equipment. The
lease interest component is at a fixed rate.
Small business loans and lease financing generally have a higher degree
of risk than residential loans because they are more likely to be adversely
impacted by unfavorable economic conditions. In addition, these loans typically
are highly dependent
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on the success of the business and the credit worthiness of the principals.
CONSUMER LOANS -- During 1999 BankAtlantic only originated consumer
loans directly through its branch network and sales force of business bankers.
In the fourth quarter of 1998, BankAtlantic ceased the indirect origination of
loans through automobile dealers. Direct consumer loan originations consist of:
o home equity lines of credit,
o second mortgages on owner occupied residences,
o automobile loans,
o overdraft lines of credit, and
o loans secured by deposits.
Direct consumer loans are originated with fixed or variable prime-based interest
rates with terms ranging from one to 15 years.
Consumer loans, especially indirect automobile loans generally present
more credit risk than other types of loans, such as home equity or residential
real estate loans.
BANKER'S ACCEPTANCES -- Banker's Acceptances are collateralized by
inventory and accounts receivable of borrowers of the issuing bank and are
unconditional obligations of the issuing bank.
STANDBY LETTERS OF CREDIT -- Standby letters of credit are conditional
commitments issued by BankAtlantic to guarantee the performance of a customer to
a third party. The credit risk involved in issuing letters of credit is the same
as extending loans to customers. BankAtlantic may retain certificates of deposit
and residential and commercial liens as collateral for letters of credit.
BANK LOAN OPERATIONS - ADMINISTRATION
UNDERWRITING -- BankAtlantic evaluates a borrower's ability to make
principal and interest payments and the value of the collateral securing the
underlying loans. Independent appraisers generally perform on-site inspections
and valuations of the collateral for commercial real estate loans. Commercial
real estate and commercial and syndicated business loans of $1.0 million or more
require the approval of BankAtlantic's Major Loan Committee. The Major Loan
Committee consists of the Chief Executive Officer; Vice Chairman; Chief Credit
Officer; Executive Vice President; Commercial Lending; and certain other
Officers of the Bank. Residential and consumer loans of $500,000 or more also
require the approval of BankAtlantic's Major Loan Committee. The Chief Credit
Officer must approve all small business loans at or above $500,000 but less than
$1.0 million. The President of LTI must approve all leases in excess of $75,000.
International loan underwriting procedures assess the country risk and
the credit quality of the borrower. International loans to correspondent banks
must be approved by the International Loan Committee ("ILC"). The ILC committee
includes the Chief Credit Officer, certain Executive Vice Presidents, the
Miami-Dade County President, and the Manager of International Lending.
The Country Risk Committee ("CRC") also monitors the international
loans. The CRC members include the ILC members and an independent economist. The
CRC meets monthly to review each country and establish guidelines by country,
including amount of exposure, acceptable types of transactions, and duration.
COMMITMENTS -- BankAtlantic issues commitments to originate residential
loans. Loan commitments are issued for purchasing and refinancing residential
properties. In most cases, residential loan commitments are limited to 60 days
and are issued after the loan is approved. BankAtlantic offers interest rate
"locks" for a fee for periods of up to 270 days. BankAtlantic also issues
commitments for commercial real estate and commercial business loans (including
syndication loans). In most cases these commitments are for three months.
BankAtlantic extends credit to financial institutions in Latin America which can
be terminated at any time by BankAtlantic. Financial institutions are evaluated
on a case by case basis.
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ALLOWANCE FOR LOAN LOSSES, NON-PERFORMING ASSETS, CLASSIFIED ASSETS AND
IMPAIRED LOANS -- In determining the adequacy of its allowance for loan losses,
management segregates the loan portfolio into broad categories as described
under Bank Loan Operations. BankAtlantic provides for a general allowance for
losses inherent in the portfolio by category, which consists of two components.
First, general loss percentages are calculated based upon historical loss
analyses. In considering this portion of the allowance, greater emphasis is
placed on current trends, if such trends are adverse. Secondly, a supplemental
portion of the allowance is calculated for inherent losses which probably exist
as of the evaluation date even though they might not have been identified by the
more objective processes used for the portion of the allowance described above.
This is due to the risk of error and/or inherent imprecision in the proceo
This portion of the allowance is particularly subjective and requires judgments
based on qualitative factors which do not lend themselves to exact mathematical
calculations, including the following: trends in delinquencies and non-accruals;
trends in the portfolio, volume, terms and portfolio mix; new credit products
and/or changes in the geographic distribution of these products; changes in
lending policies, personnel and procedures; changes in the outlook for local,
regional and national economic conditions; concentrations of credit; and peer
group comparisons.
Specific allowances are provided when a collateral analysis on a
classified loan indicates that there will be a probable loss upon liquidation of
the collateral.
A loan is considered impaired when collection of principal and
interest, based on the contractual terms of the loan, is not probable.
BankAtlantic measures impairment based on:
o the present value of the expected future cash flows of the
impaired loan, discounted at the loan's original effective
interest rate,
o the observable market price of the impaired loan, or
o the fair value of the collateral of a collateral-dependent
loan.
BankAtlantic selects the measurement method on a loan-by-loan basis,
except that collateral-dependent loans for which foreclosure is probable are
measured at the fair value of the collateral. Specific allowances are provided
in the event the impairment calculation is in excess of the general allowance
allocation. In a troubled debt restructuring, BankAtlantic measures impairment
by discounting the total expected future cash flows at the loan's original
effective rate of interest.
Loans collectively reviewed by BankAtlantic for impairment include all
residential, consumer small business loans, lease financings and performing
commercial real estate and business loans under $1.0 million, excluding loans
which are individually reviewed based on specific criteria, such as delinquency
and condition of collateral. BankAtlantic's impaired loans that are evaluated
individually include non-accrual commercial loans, restructured loans, and
performing commercial loans less than 90 days delinquent where management does
not expect the loans to be repaid in accordance with their contractual terms but
which are expected to be collected in full.
BANK INVESTMENT OPERATIONS
DEBT AND EQUITY SECURITIES -- The Company has a portfolio of debt and
equity securities. Additionally, BankAtlantic's investment portfolio consists
primarily of mortgage-backed securities ("MBS"), treasury notes, real estate
mortgage investment conduits ("REMIC") and tax certificates.
The Company's equity investments primarily consist of private
placements in technology companies and investments in public companies. The debt
securities are primarily Trust Preferred Securities in other financial
institutions and corporate bonds.
On October 1, 1999, the Company entered into a strategic relationship
and invested $15 million in cash and shares of the Company's Class A common
stock in a technology company which provides marketing information, application
solutions and customer relationship management applications. In exchange for its
investment, the Company received approximately 12.47% of the technology
company's outstanding common stock. The Company paid $10 million in cash and
issued 848,364 shares of restricted Class A common stock to this company. The
Company anticipates benefits from this strategic relationship through the
exchange of ideas and cooperation in the development by this company of
technology and support systems for use by financial
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institutions. The Company is entitled to select two nominees to participate as
directors on the Board of Directors of this company and an officer of this
company serves as a director on the Company's Board of Directors. The investment
in this company is accounted for as an investment security included in the
Statement of Financial Condition as investment securities.
During the second quarter of 1999, the Company acquired for $3.1 million
a 8.3% ownership interest in 1stVirtual, Inc. ("1st Virtual"), an independent
company formed to engage in internet banking that raised an aggregate of $37
million in a private offering from institutional and individual investors. The
OTS approved 1st Virtual for a Thrift charter in February 2000. Upon FDIC
approval 1st Virtual will begin internet-banking operations. The investment in
1stVirtual is accounted for as an investment security included in the Statement
of Financial Condition as investment securities.
MBS are pools of residential loans which are made to consumers and then
resold by the Government National Mortgage Corporation ("GNMA"), Federal
National Mortgage Association ("FNMA") and Federal Home Loan Mortgage
Corporation ("FHLMC") in the open market.
MBS have fixed or variable rates ("ARMs") and either 15-30 year
maturities or 5-7 year balloon maturities. BankAtlantic generally invests in
ARMs or 5-7 year balloon MBS which are insured or guaranteed by the above
agencies.
REMIC's are collateralized mortgage obligations. BankAtlantic generally
invests in highly rated securities issued by FNMA or FHLMC with average duration
of three to five years for fixed rate products and of longer duration for
variable rate products.
BankAtlantic expanded its proprietary trading group during 1999. Their
activities include trading in options and future contracts on U.S. Treasury
Notes and Bonds as well as Eurodollar time deposits that settle in three months
or leo Eurodollar time deposits are indexed to the LIBOR interest rate.
TAX CERTIFICATES -- Tax certificates are evidences of tax obligations
that are sold through auctions or bulk sales by various state taxing authorities
on an annual basis. The tax obligation arises when the property owner fails to
timely pay the real estate taxes on the property. Tax certificates represent a
priority lien against the real property for the delinquent real estate taxes.
Interest accrues at the rate established at the auction or by statute. The
minimum repayment, in order to satisfy the lien, is the certificate amount plus
the interest accrued through the redemption date and applicable penalties, fees
and costs. Tax certificates have no payment schedule or stated maturity. If the
certificate holder does not file for the deed within established time frames,
the certificate may become null and void. BankAtlantic's experience with this
type of investment has been favorable as rates earned are generally higher than
many alternative investments and substantial repayments generally occur over a
two year period. Other than in Florida and Georgia, there is no significant
concentration of tax certificate holdings in any one taxing authority.
The risks BankAtlantic has experienced with tax certificates have
related to:
o the risk that additional funds may be required to purchase
other certificates relating to the property,
o the risk that the underlying property may be unusable, and
o the risk that potential environmental concerns may make taking
title to the property untenable.
PURCHASED RESIDENTIAL LOANS -- BankAtlantic purchases residential loans
in the secondary markets. These loans are secured by property located throughout
the United States. For residential loan purchases, BankAtlantic reviews the
seller's underwriting policies and also subjects certain of the individual loans
to an additional credit review. These loans are typically purchased in bulk and
are generally non-conforming loans due to the size and characteristics of the
individual loans. BankAtlantic sets guidelines for loan purchases relating to:
o loan amount,
o type of property,
o state of residence,
o loan-to-value ratios,
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o borrower's sources of funds,
o appraisal, and
o loan documentation.
BankAtlantic enters into contracts to purchase residential loans from
mortgage bankers, investment bankers and other financial institutions. These
contracts commit BankAtlantic to purchase the residential loans in 30 to 60 days
subject to the loans meeting BankAtlantic's underwriting guidelines.
BankAtlantic's Capital Markets Group purchases residential loans on the
secondary market with the intent to package and sell, securitize or retain these
loans based on their individual characteristics. The Company evaluates these
loan purchases prior to acquisition to designate appropriate classification and
either classifies the loans as "held for sale" or "held for investment". The
Capital Markets Group participates in government agency trust fund terminations.
A trust fund termination is a bidding process whereby the trust fund sells the
trust collateral to the highest bidder. The trust collateral generally consists
of mortgage loans, delinquent mortgage loans, and REO properties. Before
entering a bid, the Capital Markets Group reviews a percentage of the performing
loan files and all of the loan files for non-performing loans and REO
properties. Upon acquisition of the trust collateral, the Company segregates the
performing loan portfolio into three groups: (1) loans held for sale to other
financial institutions, (2) loans held for sale designated for securitizations
and (3) loans held for portfolio. The non-performing loans are evaluated and
either a work-out agreement is executed with the borrower or the Company
forecloses on the property and sells the REO.
Purchased wholesale residential loans included in bank investment
operations are generally secured by real estate located outside of
BankAtlantic's primary market area. Performance of these loans may be influenced
by the condition of the economy where the collateral is located and collection
risk.
REAL ESTATE OPERATIONS
LEVITT CORPORATION ACTIVITIES -- The Levitt Corporation and
subsidiaries ("Levitt") was acquired by BDC on December 28, 1999. Levitt is the
successor to Levitt and Sons, Incorporated organized in 1929. Levitt today is
actively engaged in sales and construction of single-family homes and
multi-family homes, and the sale of rental apartment complexes primarily in
Florida.
Levitt's business is affected by several factors such as housing
affordability, increased land costs, legislated growth restrictions, sewer and
water moratoria and infrastructure requirements.
Levitt generally builds subdivisions on undeveloped suburban land
having access to water and sewer services, although it does occasionally
purchase fully developed land. Development plans must be approved by local
authorities, which may take up to two years or more after the signing of a
purchase contract. Levitt provides home purchasers with warranties against
construction defects for a period of up to two years from the date of purchase.
Levitt also has investments in joint ventures in which it has a 50% and 75%
equity interest. The joint ventures develop single-family homes and rental
apartment complexes.
REAL ESTATE HELD FOR DEVELOPMENT AND SALE ACTIVITIES -- BDC acquired
SLWHC in late 1997. SLWHC is the developer of the master planned community of
St. Lucie West, located in St. Lucie County, Florida. SLWHC develops commercial
and residential parcels for sale to large developers. SLWHC incurred $5.9
million in annual operating expenses during the year ended December 31, 1999. In
the future, periodic sales at SLW may not be adequate to cover operating
expenses. Additionally, none of the joint ventures which are in development have
any operating history. There is no guarantee that such ventures will be
profitable. Interest rate levels existing since the acquisition of SLWHC have
generally had a positive impact on the pace of home sales and construction;
however, current increases in interest rates may reverse this effect.
BDC has also invested in six real estate joint ventures. Five of these
joint ventures are in various stages of development. These joint ventures
required equity investments by BDC at the inception of the project of 44.5 ? 90%
of the total venture equity with potential profit sharing of 40-50% in future
years. BankAtlantic has also provided financing to these joint ventures on terms
which are generally the same as offered to third parties, except for certain
joint ventures for which the Company has financed the
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other partner's equity contribution. Such lending activities have resulted in
deferral of the recognition of interest income on the financing activity and/or
the deferral of profit recognition from the joint venture.
The development business and homebuilding industry in which the Company
is engaged have, in the last several years, become subject to increased
environmental, building, land use, zoning and sales regulations administered by
various federal, state and local authorities, which affect construction
activities as well as sales activities and other dealings with customers. The
Company must obtain for its development and housing activities the approval of
numerous governmental authorities which often have wide discretion in such
matters. Changes in local circumstances or applicable law may necessitate
applications for additional approvals or the modification of existing approvals.
Compliance with these regulations has extended the time required to market
projects by prolonging the time between the initiation of projects and the
commencement and completion of construction. The Company is currently in various
stages of securing governmental approvals for its development and homebuilding
projects. Delay or inability to obtain all required approvals for a project
could have a materially adverse effect on the marketability or profitability of
a project.
The real estate development business and homebuilding industries are
subject to various environmental regulations, including those relating to soil
condition, hazardous materials, air quality and traffic. The impact of
environmental regulations is evaluated on a project by project basis and the
estimated costs of remediation or insurance are accounted for in
plan/development or job costing. The Company often places property considered
for development under an option purchase contract pending environmental review
and other feasibility studies.
INVESTMENT BANKING OPERATIONS
RBCO is principally engaged in the underwriting, market making,
distribution and trading of tax-exempt obligations and financial institution
debt and equity securities. As investment bankers, RBCO provides capital-raising
and advisory services in addition to complete mergers and acquisitions
transaction management. The firm provides these investment banking services to
financial institutions, emerging growth and middle market companies.
A registered broker-dealer with the Securities and Exchange Commission
("SEC"), RBCO also offers a general securities business with extensive
investment and research products for retail and institutional clients. The firm
operates on a fully disclosed basis with its clearing firm, the Pershing
Division of Donaldson, Lufkin and Jenrette Securities Corporation. The firm?s
clients consist primarily of:
o high net worth individuals (primarily in New Jersey, other
Mid-Atlantic and Northeastern states and Florida)
o financial institutions (primarily in New Jersey, Pennsylvania
and Florida)
o institutional clients (including mutual funds, pension funds,
trust companies, insurance companies, LBO funds, private
equity sponsors, merchant banks and other long-term investors)
o to a lesser extent, insurance companies and specialty finance
companies.
RBCO's money management subsidiary, Cumberland Advisors, Inc., was
acquired in 1998 and supervises approximately $500 million in assets for
individuals, institutions, retirement plans, governmental entities and cash
management portfolios.
In 1999, RBCO began offering variable and fixed rate annuities and
mutual fund shares to BankAtlantic customers through BankAtlantic's branch
network. Also in 1999, RBCO hired a group of investment bankers to focus on
non-financial institutions business, expanding into emerging growth and middle
market companies. Later in the year, RBCO acquired Southeast Research Partners,
a Florida based research and institutional brokerage company.
The securities business is, by its nature, subject to various risks,
particularly in volatile or illiquid markets, including the risk of losses
resulting from the underwriting or ownership of securities, customer fraud,
employee errors and misconduct, failures in connection with the processing of
securities transactions and litigation. RBCO's business and its profitability
are affected by many factors including:
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<PAGE> 10
o the volatility and price levels of the securities markets,
o the volume, size and timing of securities transactions,
o the demand for investment banking services,
o the level and volatility of interest rates,
o the availability of credit,
o legislation affecting the business and financial communities,
and
o the economy in general.
Markets characterized by low trading volumes and depressed prices
generally result in reduced commissions and investment banking revenues as well
as losses from declines in the market value of securities positions. Moreover,
RBCO is likely to be adversely affected by negative economic developments in New
Jersey, the mid-Atlantic region or the financial services industry in general.
INTEREST EXPENSE AND OVERHEAD
The Company considers its interest expense and overhead to consist of
interest expense net of non-interest income and operating costs associated with
its deposits, FHLB advances and other borrowings, and general corporate
indebtedness BankAtlantic's deposits include commercial demand deposit
accounts, retail demand deposit accounts, savings accounts, money market
accounts, certificates of deposit, various NOW accounts, IRA and Keogh
retirement accounts, brokered certificates of deposit and public funds.
BankAtlantic's deposit accounts are insured by the FDIC through the
Savings Association Insurance Fund ("SAIF") and the Bank Insurance Fund ("BIF")
up to a maximum of $100,000 for each insured depositor. BankAtlantic solicits
deposits in its market areas through advertising and relationship banking
activities primarily conducted through its sales force and branch network.
Interest rates have been increasing since the beginning of 1999.
Interest rates are not predictable or controllable; however, BankAtlantic has
attempted to structure its asset and liability management strategies to mitigate
the impact of changing interest rates.
Most of BankAtlantic's depositors are residents of Florida at least
part of the year. BankAtlantic has several facilities, including one with RBCO,
for brokered certificates of deposit. The facilities are considered an
alternative source of borrowings.
During December 1999, BankAtlantic began offering Internet banking
products to existing customers within its market and in February 2000, to new
internet-only customers located outside of its geographic boundaries. It is
anticipated that additional products and services will become available on a
continuous basis.
ADVANCES FROM FHLB -- BankAtlantic is a member of the FHLB and is
authorized to apply for secured advances from the FHLB of Atlanta.
BankAtlantic's advances are collateralized by a security lien against its
residential loans. In addition, BankAtlantic must maintain certain levels of
FHLB stock for outstanding advances. BankAtlantic uses the following types of
advances:
o fixed rate term advances
o fixed rate overnight advances - due within 24 hours
o adjustable rate term advances - indexed to various LIBOR rates
o callable term advances - callable at the option of the FHLB,
with the option to convert, at a specific date, in whole, into
a three month LIBOR-based floating rate advance
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE -- BankAtlantic utilizes
wholesale repurchase agreements as an
9
<PAGE> 11
alternative borrowing source. In a wholesale repurchase transaction,
BankAtlantic sells a portion of its current investment portfolio (usually MBS
and REMIC's) at a negotiated rate and agrees to repurchase the same assets on a
specified date. BankAtlantic also issues repurchase agreements for the benefit
of its customers. These transactions are collateralized by the investment
portfolio. Customer repurchase agreements are not insured by the FDIC. These
transactions are classified as borrowings for financial statement and tax
reporting purposes.
FEDERAL FUNDS BORROWINGS -- BankAtlantic has established unsecured
facilities with various federally insured banking institutions to purchase
Federal Funds. The facilities are used on an overnight basis to assist in
managing BankAtlantic's cash flow requirements. These Federal Fund lines are
subject to periodic review and may be terminated at any time by the issuer
institution.
FEDERAL RESERVE BANK OF ATLANTA -- BankAtlantic established a facility
with the Federal Reserve Bank of Atlanta for secured advances. BankAtlantic's
advances are collateralized by a security lien against its consumer loans.
BankAtlantic did not have any advances outstanding under this facility at
December 31, 1999.
SUBORDINATED DEBENTURES -- The Company from time to time has issued,
through public offerings, subordinated debentures to pay for acquisitions or for
working capital. In some instances, the subordinated debentures are convertible
into the Company's Class A Common Stock.
GUARANTEED PREFERRED BENEFICIAL INTEREST IN COMPANY'S JUNIOR
SUBORDINATED DEBENTURES -- BBC Capital Trust I issued common stock and 9 1/2%
Cumulative Trust Preferred Securities and invested the proceeds in Junior
Subordinated Debentures of the Company.
BRANCH AND INTERNET BANKING OPERATING EXPENSES, NET OF INCOME -- Branch
and Internet banking operating expenses, net of income include:
o Costs associated with the operations of the individual
branches
o Fee income associated with the depository accounts and branch
services
o. Costs associated with the back-office support of the deposit
operations
o Costs associated with the administration of the branch
operations,
o Deposit insurance expense, and
o Costs associated with the operations of the Internet banking
department.
ATM EXPENSES, NET OF INCOME -- ATM's include:
o ATM income for non-branch operations, and
o Costs associated with ATM rentals, telephone lines,
maintenance agreements, armored car delivery services, and
other administrative services.
At December 31, 1999, BankAtlantic leased 771 ATMs; of which 277 ATMs
are located in Wal-Mart and Sam's Club locations throughout Florida, Georgia and
Alabama; 168 ATMs are located in K-Mart stores and Cumberland Farms convenience
stores located in Florida and 34 ATMs are located on cruise ships. The remaining
ATMs are at BankAtlantic branch locations and various retail outlets, including
other convenience food stores, malls, entertainment complexes and college
campuses.
BACK OFFICE OPERATING EXPENSES, NET OF INCOME -- Back office and
corporate headquarters operating expenses, net of income, are those expenses
that do not directly relate to any of the above categories.
DISCONTINUED OPERATIONS
MORTGAGE SERVICING BUSINESS --During the fourth quarter of 1998,
BankAtlantic discontinued its mortgage servicing business and all significant
related assets and liabilities were settled by the third quarter of 1999.
10
<PAGE> 12
COMPETITION
BankAtlantic is the largest financial institution headquartered in the
State of Florida based on assets at September 30, 1999. BankAtlantic has
substantial competition in attracting and retaining deposits and in lending
funds.
Our competitors include:
o credit unions,
o commercial banks,
o other savings institutions,
o money market funds,
o mortgage banking companies
o financial consultants,
o finance companies,
o investment banking firms, and
o real estate developers, operators and investors.
BankAtlantic competes not only with financial institutions
headquartered in the State of Florida but also with a growing number of
financial institutions headquartered outside of Florida which are active in the
State. In addition, the Gramm Leach Bliley Act was recently enacted into law.
This new legislation may significantly increase the number of entities that we
compete with. Many of our competitors have substantially greater financial
resources than we have and, in some cases, operate under fewer regulatory
constraints.
RBCO is engaged in investment banking, securities brokerage and asset
management which are extremely competitive businesses. Competitors include:
o all of the member organizations of the New York Stock Exchange
and other registered securities exchanges,
o all members of the NASD,
o commercial banks and thrift institutions,
o. insurance companies,
o investment companies, and
o financial consultants.
Discount brokerage firms oriented to the retail market, including
electronic brokers, on-line trading firms and firms affiliated with commercial
banks and thrift institutions, are devoting substantial funds to advertising and
direct solicitation of customers in order to increase their share of commission
dollars and other securities-related income. RBCO typically has not engaged in
extensive advertising programs for this type of busineo RBCO believes that the
principal competitive factors relating to RBCO's business are the quality of
advice and service provided to investors and financial institutions and the
competitive pricing of their products.
The securities industry has become considerably more concentrated and
more competitive in recent years as numerous securities firms have either ceased
operations or have been acquired by or merged into other firms. In addition,
companies not engaging primarily in the securities business, but having
substantial financial resources, have acquired leading securities firms. These
developments have increased competition from firms with greater capital
resources than those of RBCO. Furthermore, many commercial banks offer various
securities related activities and investment vehicles. While it is presently not
possible to predict the type and extent of competitive services which other
financial institutions may offer or the extent to which administrative or legal
barriers are repealed or modified, ultimately these developments may lead to the
creation of integrated financial services firms that may be able to compete more
effectively than RBCO for investment funds by offering a greater range of
financial services.
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<PAGE> 13
Fixed minimum commissions for securities transactions were eliminated
in 1975. The elimination of fixed minimum commission rates has resulted in
substantial commission discounting by broker-dealers competing for institutional
and individual brokerage busineo RBCO believes its commission structure
compares favorably with firms with which it competes. Nevertheless, the
anticipated continuation of such discounting and an increase in the number of
new and existing firms offering discounts, including companies which provide
trading over the Internet, could adversely affect RBCO.
EMPLOYEES
At December 31, 1999, the Company employed 834 full-time and 137
part-time employees (excluding Levitt and RBCO) compared to 944 full-time and 95
part-time employees, respectively, at December 31, 1998. At December 31, 1999,
RBCO employed 286 full-time employees compared to 217 full-time employees at
December 31, 1998. The Levitt acquisition included 96 full-time and 13 part-time
employees at December 31, 1999. Management believes that its relations with its
employees are satisfactory. The Company, including RBCO and Levitt, currently
maintains comprehensive employee benefits programs which are considered by
management to be generally competitive with employee benefits provided by other
major employers in its markets.
REGULATION AND SUPERVISION
GENERAL
The following summary describes some of the laws and regulations
applicable to the Company, BankAtlantic and RBCO. The applicable statutes and
regulations are summarized and do not purport to be complete, and are qualified
in their entirety by reference to such statutes and regulations.
BankAtlantic is a member of the FHLB system and its deposit accounts
are insured up to applicable limits by the FDIC. BankAtlantic is subject to
supervision, examination and regulation by the OTS and by the FDIC as the
insurer of its deposits. BankAtlantic must file reports with the OTS and the
FDIC concerning its activities and financial condition. BankAtlantic must obtain
regulatory approvals prior to entering into certain transactions. The OTS and
the FDIC periodically review BankAtlantic's compliance with various regulatory
requirements. The regulatory structure also gives regulatory authorities
extensive discretion with respect to the classification of non-performing and
other assets and the establishment of adequate loan loss reserves for regulatory
purposes.
HOLDING COMPANY REGULATIONS
The Home Owner's Loan Act ("HOLA") prohibits a savings bank holding
company from directly or indirectly acquiring control, including through an
acquisition by merger, consolidation or purchase of assets, of any savings
association (as defined in Section 3 of the Federal Deposit Insurance Act) or
any other savings and loan or savings bank holding company, without prior OTS
approval. In considering whether to grant approval for any such transaction, the
OTS will take into consideration a number of factors, including:
o competitive effects of the transaction;
o financial and managerial resources;
o future prospects of the holding company and its bank or thrift
subsidiaries following the transaction; and
o compliance records of such subsidiaries with the Community
Reinvestment Act.
Generally, a savings bank holding company may not acquire more than 5%
of the voting shares of any savings association unless by merger, consolidation
or purchase of assets, in each case subject to prior OTS approval. Another
provision of HOLA permits a savings bank holding company to acquire up to 15% of
the voting shares of certain undercapitalized savings associations.
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<PAGE> 14
Federal law allows the Director of the OTS to take action when it
determines that there is reasonable cause to believe that the continuation by a
savings bank holding company of any particular activity constitutes a serious
risk to the financial safety, soundness, or stability of a savings bank holding
company's subsidiary savings institution. The Director of the OTS has oversight
authority for all holding company affiliates, not just the insured institution.
Specifically, the Director of the OTS may, as necessary:
o limit the payment of dividends by the savings institution;
o limit transactions between the savings institution, the
holding company and the subsidiaries or affiliates of either;
or
o limit any activities of the savings institution that might
create a serious risk that the liabilities of the holding
company and its affiliates may be imposed on the savings
institution.
RESTRICTIONS ON TRANSACTIONS WITH BANKATLANTIC -- BankAtlantic is
subject to restrictions in its dealings with the Company and any other companies
that are "affiliates" of the Company under HOLA and certain provisions of the
Federal Reserve Act ("FRA") that are made applicable to savings institutions by
the Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") and OTS regulations. See "Regulation and Supervision -- Savings
Institution Regulations -- Transactions with Affiliates" below for a general
discussion of the restrictions on dealing with affiliates.
LEGISLATIVE DEVELOPMENTS
The Gramm-Leach-Bliley Act was recently enacted into law. This law,
which repeals the Glass Steagall Act, permits bank holding companies to engage
in a substantially wider range of non-banking activities than they were
previously permitted, such as insurance and investment banking, and enables
insurers and other financial service companies to acquire financial
institutions.
SAVINGS INSTITUTION REGULATIONS
REGULATORY CAPITAL -- Both the OTS and the FDIC have promulgated
regulations establishing capital requirements applicable to savings
institutions. The effect and interrelationship of these regulations is discussed
below.
Savings institutions must meet the OTS specific capital standards which
by law must be no less stringent than capital standards applicable to national
banks, with exceptions for risk-based capital requirements to reflect interest
rate risk or other risk. Capital calculated pursuant to the OTS regulations
varies substantially from capital calculated pursuant to GAAP. At December 31,
1999, BankAtlantic exceeded all applicable regulatory capital requirements.
In addition to the capital requirements set forth in the OTS
regulations, the OTS has delegated to its Regional Directors the authority to
establish higher individual minimum capital requirements for savings
institutions based upon a determination that the institution's capital is or may
become inadequate in view of its circumstances.
The U.S. banking agencies (Federal Reserve Board, Office of the
Comptroller of the Currency, Federal Deposit Insurance Corporation -
collectively "the Agencies") have each approved an interagency final rule which
incorporates a measure for market risk into their risk-based capital standards.
The rule applies to a limited number of very large institutions. BankAtlantic,
based on its asset size and current trading activity, is not subject to the
above rule.
INSURANCE OF ACCOUNTS -- BankAtlantic's deposits are regulated by the
FDIC and insured by the SAIF and BIF for up to $100,000 for each insured account
holder, the maximum amount currently permitted by law.
The FDIC issues regulations and conducts examinations of its insured
members. Insurance of deposits by the FDIC may be terminated by the FDIC, after
notice and hearing, upon a finding that an institution has engaged in unsafe and
unsound practices, is in an unsafe and unsound condition to continue operations,
or has violated any applicable law, regulation, rule, order
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<PAGE> 15
or condition imposed by the OTS or the FDIC. When conditions warrant, the FDIC
may impose less severe sanctions as an alternative to termination of insurance.
BankAtlantic's management does not know of any present condition pursuant to
which the FDIC would seek to impose sanctions on BankAtlantic or terminate
insurance of its deposits.
RESTRICTIONS ON DIVIDENDS AND OTHER CAPITAL DISTRIBUTIONS --
BankAtlantic's payment of dividend distributions to the Company is subject to
regulatory approvals. Current regulations applicable to the payment of cash
dividends by savings institutions impose limits on capital distributions based
on an institution's regulatory capital levels. An institution must file an
application for capital distributions if:
(i) the total amount of all capital distributions (including the
proposed capital distribution) for the applicable calendar
year exceeds net income for that year to date plus retained
net income for the preceding two years,
(ii) the institution is not adequately capitalized following the
distribution, and
(iii) the capital distribution would violate a prohibition contained
in any applicable statute, regulation or agreement between the
institution and the OTS.
The OTS may disapprove the application in whole or in part, if the OTS
makes any of the following determinations:
(i) the institution will be undercapitalized, significantly
undercapitalized, or critically undercapitalized following the
distribution,
(ii) the proposed capital distribution raises safety or soundness
concerns, and
(iii) the proposed distribution would violate a prohibition
contained in any applicable statute, regulation or agreement
between the institution and the OTS.
BankAtlantic meets the definition as a "well capitalized" institution; however,
BankAtlantic's capital distributions exceeds net income for the prior two years
and therefore must file a capital distribution application with the OTS.
In order to be categorized as "well capitalized" an institution must
have risk-based capital of 10% or more, core capital of 5% or more and Tier 1
risk-based capital (based on the ratio of core capital to risk-weighted assets)
of 6% or more and may not be subject to any written agreement, order, capital
directive or prompt corrective action directive issued by the OTS to meet and
maintain a specific capital level or a specific capital measure. At December 31,
1999 BankAtlantic met the capital requirements of a "well capitalized"
institution as defined above.
THE FEDERAL HOME LOAN BANK ("FHLB") SYSTEM -- BankAtlantic is a member
of the FHLB system. The FHLBs provide a central credit facility for member
institutions. BankAtlantic, as a member of the FHLB of Atlanta, is required to
acquire and hold shares of capital stock in the FHLB of Atlanta based on its
size and use of FHLB services. BankAtlantic is currently in compliance with this
requirement.
FEES AND ASSESSMENTS OF THE OTS -- The OTS has adopted regulations to
assess fees on savings institutions to fund the operations of the OTS. These
fees are reported in the financial results of BankAtlantic.
INVESTMENT ACTIVITIES -- BankAtlantic is subject to various
restrictions and prohibitions with respect to its investment activities.
BankAtlantic is in compliance with these restrictions.
SAFETY AND SOUNDNESS -- Operational and managerial standards for
internal controls, information systems, loan documentation, credit underwriting,
interest rate exposure, asset growth and compensation and benefits for bank
officers, employees, directors and principal shareholders are all the subject of
extensive guidelines. Additionally, the OTS is empowered to set standards for
any other facet of an institution's operations not specifically covered by
regulations.
LOANS TO ONE BORROWER -- Savings institutions are subject to complex
limitations on loans to one borrower or inter-related borrowers. At December 31,
1999, BankAtlantic was in compliance with the loans to one borrower limitations.
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<PAGE> 16
QUALIFIED THRIFT LENDER ("QTL") -- BankAtlantic, is required to meet
the QTL test which measures the proportion of its assets invested in loans or
securities supporting residential construction and home ownership. At December
31, 1999, BankAtlantic was in compliance with current QTL requirements.
TRANSACTION WITH AFFILIATES -- BankAtlantic is subject to the OTS'
regulations relating to transactions with affiliates, including officers and
directors. BankAtlantic is also subject to substantially similar restrictions
regarding affiliate transactions as those imposed on member banks under Sections
22(g), 22(h), 23A, and 23B of the FRA. At December 31, 1999, BankAtlantic was in
compliance with the restrictions regarding transactions with affiliates.
LIQUIDITY REQUIREMENTS OF THE OTS -- The OTS regulations establish
several liquidity tests which BankAtlantic is required to meet. During the year
ended December 31, 1999 BankAtlantic was in compliance with all applicable
liquidity requirements.
THE FEDERAL RESERVE SYSTEM ("FRB") -- BankAtlantic is subject to
certain regulations promulgated by the FRB. Pursuant to such regulations,
savings institutions are required to maintain non-interest bearing reserves
against their transaction accounts (which include deposit accounts that may be
accessed by writing checks) and non-personal time deposits. BankAtlantic is in
compliance with all such FRB regulations.
COMMUNITY REINVESTMENT ACT -- Under the CRA a savings institution has a
continuing and affirmative obligation consistent with its safe and sound
operation to help meet the credit needs of its entire community, including low-
and moderate-income neighborhoods. BankAtlantic currently has a satisfactory CRA
rating.
SECURITIES INDUSTRY REGULATIONS
The securities industry in the United States is subject to extensive
regulation under both federal and state laws. The SEC is the federal agency
charged with administration of the federal securities laws. Much of the
regulation of broker-dealers has been delegated to self-regulatory authorities,
principally the NASD and, in the case of broker-dealers that are members of a
securities exchange, the particular securities exchange. These self-regulatory
organizations conduct periodic examinations of member broker-dealers in
accordance with rules they have adopted and amended from time to time, subject
to approval by the SEC.
Securities firms are also subject to regulation by state securities
commissions in those states in which they do busineo As of December 31, 1999,
RBCO was registered as a broker-dealer in 50 states and the District of
Columbia.
Broker-dealers are subject to regulations which cover all aspects of
the securities business, including:
o sales methods,
o trade practices among broker-dealers,
o uses and safekeeping of customers funds and securities,
o capital structure of securities firms,
o record-keeping, and
o the conduct of directors, officers and employees.
Additionally, legislation, changes in rules promulgated by the SEC and
self-regulatory authorities, or changes in the interpretation or enforcement of
existing laws and rules, may directly affect the operations and profitability of
broker-dealers. The SEC, self-regulatory authorities and state securities
commissions may conduct administrative proceedings which can result in censure,
fine, suspension or expulsion of a broker-dealer, its officers or employees.
Such administrative proceedings, whether or not resulting in adverse findings,
can require substantial expenditures. The principal purpose of regulation and
discipline of broker/dealers is the protection of customers and the securities
market, rather than protection of creditors and shareholders of broker-dealers.
As a broker-dealer, RBCO is required by federal law to belong to the
Securities Investor Protection Corp. ("SIPC").
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<PAGE> 17
RBCO is subject to the net capital provision of Rule 15c3-1 under the
Securities Exchange Act of 1934 At December 31, 1999, RBCO's regulatory net
capital was approximately $11.0 million, which exceeded minimum net capital rule
requirements by $10.0 million.
RBCO operates under the provisions of paragraph (K)(2)(ii) of Rule
15c3-3 of the SEC as a fully-disclosed broker and, accordingly, customer
accounts are carried on the books of the clearing broker. However, RBCO
safekeeps and redeems municipal bond coupons for the benefit of its customers.
Accordingly, RBCO is subject to the provisions of SEC Rule 15c3-3 relating to
possession or control and customer reserve requirements and was in compliance
with such provisions at December 31, 1999.
NEW ACCOUNTING STANDARDS AND POLICIES
Financial Accounting Standards Board Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("FAS 133") was issued in June
1998. This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial condition and measure those
instruments at fair value.
The Company intends to implement FAS 133, as amended by FAS 137 as of
January 1, 2001 and its potential impact on the Statement of Operations and
Statement of Condition is currently under review by management.
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<PAGE> 18
ITEM 2. PROPERTIES
The Company's and BankAtlantic's principal and executive offices are
located at 1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304.
BankAtlantic owns four buildings and leases four locations which house its back
office operations. At December 31, 1999, the aggregate net book value of
premises and equipment, including leasehold improvements and equipment, was
$55.5 million. The following table sets forth at December 31, 1999 owned and
leased branch offices:
<TABLE>
<CAPTION>
Wal-Mart
Miami-Dade Broward Palm Beach Superstores Tampa Bay
-------------- ------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Owned full-service branches 2 10 9 0 2
Leased full-service branches 9 12 4 16 4
============== ============= ============== ============== =============
Total full-service branches 11 22 13 16 6
============== ============= ============== ============== =============
Lease expiration dates 2000-2005 2000-2009 2000-2004 2000-2004 2000-2003
============== ============= ============== ============== =============
</TABLE>
BankAtlantic also maintains:
o three ground leases in Broward County expiring between 2001-2072 and
o one ground lease in Palm Beach County expiring in 2000.
RBCO's office space includes leased facilities in the following states
with year of lease expiration:
Lease
Locations Expiration
--------- ----------
New Jersey 2001-2007
New York 2001-2003
Pennsylvania 2005
Florida 2001-2004
Massachusetts 2001
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<PAGE> 19
ITEM 3. LEGAL PROCEEDINGS
The following is a description of certain lawsuits other than ordinary
routine litigation incidental to BankAtlantic's business to which the Company or
BankAtlantic is a party:
JOSE DANIEL RUIZ CORONADO CASA DE CAMBIOS UNIDAS, S.A. VS. BANKATLANTIC
BANCORP, INC. IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
FLORIDA. CASE NO. 96-7115-CIV-GONZALEZ. This action was filed as a purported
class action on September 27, 1996 on behalf of certain account holders of
BankAtlantic whose bank accounts were seized by federal authorities. The
complaint alleges that the financial privacy rights of the account holders under
various federal and state laws were violated. On June 22, 1999 The District
court granted Final Summary Judgment in favor of BankAtlantic. Coronado has
appealed the entry of the summary judgment to the United States Court of
Appeals, for The Eleventh Circuit.
IN RE STERLING RESOURCES - Two actions were filed in New Jersey. One of
the actions was brought on behalf of the State of New Jersey and was resolved in
1995. The other action, entitled - FRANCES SCOTT, ON BEHALF OF HERSELF AND ALL
OTHER SIMILARLY SITUATED AGAINST MAYFLOWER HOME IMPROVEMENT CORP., EQUICREDIT
CORPORATION OF AMERICA, BERNARD PERRY, GINO CIUFFETELLI, HYMAN BEYER, JEFFREY
BEYER, BRUCE BEYER, MNC CREDIT CORP., SHAWMUT BANK, FIRST TENNESSEE BANK, CIT
GROUP/CREDIT FINANCE, INC., SECURITY PACIFIC FINANCIAL SERVICES, INC., JEROME
GOLDMAN, BANKATLANTIC, FSB., MICHAEL BISCEGLIA AND GERALD ANNABEL, was filed in
the Superior Court of New Jersey, Law Division-Passaic County- Docket No:
PAS-L-2628-95, Honorable Frank M. Donato, J.S.C. and was commenced immediately
after the resolution of the State of New Jersey action. This action purported to
be a class action on behalf of the named and unnamed plaintiffs that may have
obtained loans from dealers who subsequently sold the loans to financial
institutions, including BankAtlantic. This action sought, among other things,
recision of the loan agreements and damages. In November 1995, the court in this
action entered an order dismissing the complaint against BankAtlantic;
plaintiffs appealed this ruling. In January 1996, the Appellate Court reversed
the lower court's decision and remanded the case back to the trial court to
determine whether the action could be maintained as a class action. The reversal
was without prejudice to BankAtlantic's right to renew its summary judgment
motion after the trial court made a determination as to plaintiff's ability to
maintain this case as a class action. In December 1997, the trial court denied
the plaintiff's motion for class certification and in January 1998 granted
BankAtlantic's summary judgment motion. The Plaintiffs appealed the order to the
Appellate Division, which declined to hear the interlocutory appeal. Plaintiffs
appealed that decision to the New Jersey Supreme Court, which reversed the
Appellate Division's decision refusing to consider the appeal and ordered the
Appellate Division to render a decision with respect to the merits of
Plaintiff's class certification motion.
In May 1999, the Appellate Division affirmed the trial court's decision
regarding the then named plaintiff's claims and causes of action based upon
statute of limitations grounds. The Appellate Division also remanded the case
back to the trial court to allow plaintiffs to amend the complaint by naming new
class representatives whose claims were not statutorily barred. Plaintiff
appealed this decision to the Supreme Court and such appeal was denied in
December 1999. In January 2000, plaintiff filed an amended complaint with the
trial court, identifying two new named plaintiffs whose potential claims were
not barred by the statue of limitations and modifying the causes of action in
light of the appellate division's decision which eliminated all Truth in Lending
Act claims. The current causes of action are now being brought under various New
Jersey Acts and Regulations. The trial court judge for the amended complaint is
not the same judge that heard and ruled on the previous complaint. Defendants
deposed the new plaintiffs and filed briefs in opposition to plaintiffs motion
to amend the complaint and for class certification. Oral arguments were held on
March 3, 2000. On March 6, 2000, the trial court granted plaintiff's motions to
file the amended complaint and for class certification and denied defendants
motion for summary judgment. This decision was submitted to all counsel on March
10, 2000. A case scheduling conference is to occur in March 2000.
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<PAGE> 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
19
<PAGE> 21
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Company's Class A common stock is quoted on the New York Stock
Exchange under the symbol "BBX" and the Company's Class B common stock is quoted
on the Nasdaq National Market under the symbol "BANC". On March 13, 2000, there
were approximately 1,201 record holders of the Class A common stock and
31,655,422 shares issued and outstanding and 544 record holders of the Class B
common stock and 10,370,175 shares issued and outstanding.
The following table sets forth, for the periods indicated, the high and
low closing sale prices of the Class A common stock and the Class B common
stock:
<TABLE>
<CAPTION>
CLASS A COMMON CLASS B COMMON
STOCK PRICE STOCK PRICE
--------------------- ----------------------
High Low High Low
--------- ------- --------- ---------
<S> <C> <C> <C> <C>
For the Year ended December 31, 1999............. $ 7 49/64 3 13/16 $ 8 5/32 $ 4 9/16
Fourth Quarter................................ 5 15/16 3 13/16 6 13/16 4 9/16
Third Quarter................................. 6 61/64 5 9/16 7 3/4 6 1/16
Second Quarter................................ 7 25/64 6 9/64 7 15/16 6 9/64
First Quarter................................. 7 49/64 5 45/64 8 5/32 6 1/32
--------- --------- --------- ---------
For the Year ended December 31, 1998............. $12 49/64 4 29/64 $13 3/8 $ 6 9/64
Fourth Quarter................................ 6 29/32 4 29/64 7 21/32 6 9/64
Third Quarter................................. 10 17/64 6 13/32 11 7/64 7 1/2
Second Quarter................................ 12 9/32 9 25/32 13 3/8 10 21/32
First Quarter................................. 12 49/64 10 19/64 13 13/64 10 33/64
--------- --------- --------- ---------
</TABLE>
On December 31, 1999, the last sale price of the Class A common stock
as reported by the New York Stock Exchange was $4.13 per share, and the last
sale price of the Class B common stock as reported by the Nasdaq National Market
was $5.13 per share.
On July 3, 1996, the Company consummated a public offering of $57.5
million aggregate principal amount of 6 3/4% Convertible Subordinated Debentures
due July 1, 2006 (the "6 3/4% Debentures"). The 6 3/4% Debentures are
convertible into shares of Class A common stock at an exercise price of $5.70
per share.
The Company's 6 3/4% Debentures are quoted on the Nasdaq SmallCap
Market under the symbol "BANCG". On December 31, 1999 $51.2 million aggregate
principal amount of the 6 3/4% Debentures were outstanding. The following table
sets forth, for the periods indicated, the high and low closing sale prices as
reported by the Nasdaq SmallCap Market for the 6 3/4% Debentures.
High Low
---- --------
For the Year Ended December 31, 1999......... $128 $ 87 1/4
Fourth Quarter............................... 108 87 1/4
Third Quarter................................ 118 108
Second Quarter............................... 124 111
First Quarter................................ 128 108
---- ----
For the Year Ended December 31, 1998......... $215 $ 96
Fourth Quarter............................... 117 96
Third Quarter................................ 178 117
Second Quarter............................... 208 176 1/2
First Quarter................................ 215 182
---- ----
On November 26, 1997, the Company consummated a public offering of $100
million aggregate principal amount of 5 5/8% Convertible Subordinated Debentures
due December 1, 2007, ("the 5 5/8% Debentures"). The 5 5/8% Debentures are
convertible into shares of Class A common stock at an exercise price of $11.25
per share. The
20
<PAGE> 22
Company's 5 5/8% Debentures are quoted on the Nasdaq SmallCap Market under the
symbol "BANCH". On December 31, 1999 there was $100.0 million aggregate
principal amount of 5 5/8% Debentures issued and outstanding. The following
table sets forth, for the periods indicated, the high and low closing sale
prices as reported by the Nasdaq SmallCap Market for the 5 5/8% Debentures.
High Low
---- ----
For the Year Ended December 31, 1999......... $ 87 $ 58 1/2
Fourth Quarter............................... 76 1/2 58 1/2
Third Quarter................................ 85 5/8 77
Second Quarter............................... 86 77
First Quarter................................ 87 77
---- ----
For the Year Ended December 31, 1998......... $122 3/16 $ 71 1/2
Fourth Quarter............................... 89 1/2 71 1/2
Third Quarter................................ 109 91 1/2
Second Quarter............................... 121 1/4 107 3/4
First Quarter................................ 122 3/16 107 3/4
In January 2000, the Company announced a tender offer for up to $25
million in principal amount of the Company's outstanding 5 5/8% Convertible
Subordinated Debentures due 2007 for a cash price of $750 per $1,000 principal
amount of Debentures. On February 29, 2000 the Company accepted for purchase the
maximum $25 million aggregate principal amount of Debentures under the terms of
the tender offer. Upon expiration of the tender offer, approximately $60 million
aggregate principal amount of the Debentures had been validly tendered, and
since this amount exceeded the $25 million principal amount tendered for by the
company, all tenders of the Debentures are subject to pro ration (at a ratio of
approximately 41%) in accordance with the terms of the tender offer.
See Regulation and Supervision "Restrictions on Dividends and Other
Capital Distributions" and "Management's Discussion and Analysis - Liquidity and
Capital Resources" for a description of certain limitations on the payment of
dividends by BankAtlantic. Subject to the results of operations and regulatory
capital requirements, the Company has indicated that it will seek to declare
regular quarterly cash dividends on its common stock. The declaration and
payment of dividends will depend upon, among other things, the results of
operations, financial condition and cash requirements of the Company and on the
ability of BankAtlantic to pay dividends or otherwise advance funds to the
Company, which prepayments in turn are subject to OTS approval and regulations
and based upon BankAtlantic's regulatory capital levels and net income. The
Company declared a 15% stock dividend in August 1999. Where appropriate, amounts
throughout this report have been adjusted to reflect the stock dividend.
<TABLE>
<CAPTION>
Cash Dividends Per Cash Dividends Per
Share of Class B Share of Class a
Common Stock Common Stock
------------------ -------------------
<S> <C> <C>
Fiscal Year Ended December 31, 1999 $0.0881 $0.0970
Fourth Quarter $0.0230 $0.0253
Third Quarter $0.0217 $0.0239
Second Quarter $0.0217 $0.0239
First Quarter $0.0217 $0.0239
------- -------
Fiscal Year Ended December 31, 1998 $0.0852 $0.9380
Fourth Quarter $0.0217 $0.0239
Third Quarter $0.0217 $0.0239
Second Quarter $0.0209 $0.0230
First Quarter $0.0209 $0.0230
------- -------
Fiscal Year Ended December 31, 1997 $0.0742 $0.0818
Fourth Quarter $0.0209 $0.0229
Third Quarter $0.0209 $0.0229
Second Quarter $0.0162 $0.0180
First Quarter $0.0162 $0.0180
</TABLE>
21
<PAGE> 23
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The Selected Consolidated Financial Data presented below has been
derived from the audited Consolidated Financial Statements of the Company and
are qualified in their entirety by reference to the more detailed Consolidated
Financial Statements, included elsewhere within.
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
(In Thousands)
<S> <C> <C> <C> <C> <C>
STATEMENT OF FINANCIAL CONDITION:
Total assets ........................................ $ 4,159,901 $ 3,788,975 $ 3,064,480 $ 2,605,527 $ 1,750,689
Loans receivable-net (1) ............................ 2,689,708 2,635,369 2,072,825 1,824,856 828,630
Securities available for sale ....................... 818,308 597,520 607,490 439,345 691,803
Investment and trading securities, net (2)........... 136,624 81,816 60,280 54,511 49,856
Mortgage servicing rights ........................... 879 44,315 38,789 25,002 20,738
Cost over fair value of net assets acquired
and other intangibles ............................. 53,553 55,493 26,327 29,008 11,521
Deposits ............................................ 2,027,892 1,925,772 1,763,733 1,832,780 1,300,377
Subordinated debentures, notes and bonds payable .... 228,773 177,114 179,600 78,500 21,001
Guaranteed preferred beneficial interest in Company's
Junior Subordinated Debentures .................... 74,750 74,750 74,750 0 0
Advances from FHLB, federal funds purchased and
securities sold under agreements to repurchase .... 1,527,309 1,225,165 758,923 486,288 269,222
Total stockholders' equity .......................... 235,886 240,440 207,171 147,704 120,561
</TABLE>
(1) Includes $13.6 million, $9.7 million, $160.1 million and $207,000 of
banker's acceptances in 1999, 1998, 1997 and 1996.
(2) Excludes FHLB stock. Includes interest-bearing deposits in other banks,
securities purchased under agreements to resell and trading securities
of $23.3 million, $30.0 million and $5.1 million in 1999, 1998, and
1997, respectively. At December 31, 1999 and 1998, trading securities
related to RBCO operations.
22
<PAGE> 24
SELECTED CONSOLIDATED FINANCIAL DATA (Continued)
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------------------------------
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) 1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS
Total interest income ...................................... $ 285,937 $ 254,138 $ 210,554 $ 152,631 $ 130,077
Total interest expense ..................................... 168,671 151,853 116,024 76,365 66,156
--------- --------- --------- --------- ---------
Net interest income ........................................ 117,266 102,285 94,530 76,266 63,921
Provision for loan losses .................................. 30,658 21,788 11,268 5,844 4,182
--------- --------- --------- --------- ---------
Net interest income after provision for loan losses ........ 86,608 80,497 83,262 70,422 59,739
--------- --------- --------- --------- ---------
NON-INTEREST INCOME:
Loan late fees and other loan income ....................... 5,122 4,299 2,293 1,590 1,042
Gains on sales of loans held for sale ...................... 1,703 4,104 6,820 534 395
Gains on sales of real estate held for sale ................ 9,061 6,055 470 0 0
Gains on sales of securities available for sale, net ....... 2,010 309 2,367 5,959 0
Trading securities gains (losses) .......................... (82) 898 2,463 0 589
Gain (losses) on sales of property and equipment, net ...... 2,005 (11) 852 3,061 18
Principal transactions ..................................... 12,105 4,417 0 0 0
Investment banking ......................................... 20,984 8,345 0 0 0
Commissions ................................................ 16,849 4,132 103 21 0
Other ...................................................... 30,312 24,332 17,998 15,653 11,930
--------- --------- --------- --------- ---------
Total non-interest income .................................. 100,069 56,880 33,366 26,818 13,974
--------- --------- --------- --------- ---------
NON-INTEREST EXPENSE:
Employee compensation/benefits excluding RBCO and
real estate operations ................................... 39,206 45,063 37,666 30,893 24,145
Employee compensation/benefits for RBCO and real
estate operations ........................................ 35,789 12,443 144 0 0
Occupancy and equipment .................................... 24,422 21,444 17,693 12,823 10,243
SAIF special assessment .................................... 0 0 0 7,160 0
Federal insurance premium .................................. 1,139 1,042 1,084 2,495 2,750
Advertising and promotion .................................. 4,025 5,749 2,203 2,061 2,142
Foreclosed asset activity, net ............................. (1,494) 754 82 (725) (3,178)
Pension curtailment gain, net .............................. 0 (3,128) 0 0 0
Restructuring charges and write-downs ...................... 0 2,565 0 0 0
Other excluding RBCO and real estate operations ............ 22,901 26,952 18,595 13,514 12,683
Other for RBCO and real estate operations .................. 13,791 7,781 255 0 0
--------- --------- --------- --------- ---------
Total non-interest expense ................................. 139,779 120,665 77,722 68,221 48,785
--------- --------- --------- --------- ---------
Income before income taxes and discontinued operations ..... 46,898 16,712 38,906 29,019 24,928
Provision for income taxes.................................. 18,106 6,526 15,248 11,380 8,664
--------- --------- --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS .......................... 28,792 10,186 23,658 17,639 16,264
Income (loss) from operations of mortgage servicing
business ................................................. 2,077 (18,220) 4,111 1,372 2,155
--------- --------- --------- --------- ---------
Net income (loss) .......................................... 30,869 (8,034) 27,769 19,011 18,419
--------- --------- --------- --------- ---------
Total dividends on non-cumulative preferred stock .......... 0 0 0 0 2,030(1)
--------- --------- --------- --------- ---------
Net income (loss) available for common shares .............. $ 30,869 (8,034) 27,769 $ 19,011 $ 16,389
========= ========= ========= ========= =========
</TABLE>
23
<PAGE> 25
SELECTED CONSOLIDATED FINANCIAL DATA (Continued)
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CLASS A COMMON SHARES
Basic earnings per share from continuing operations . $ 0.72 $ 0.26 $ 0.72 $ 0.51 $ N/A
Basic earnings (loss) per share from discontinued
operations ........................................ 0.05 (0.47) 0.13 0.05 N/A
----------- ----------- ----------- ----------- -----------
Basic earnings (loss) per share ..................... $ 0.77 $ (0.21) $ 0.85 $ 0.56 N/A
=========== =========== =========== =========== ===========
Diluted earnings per share from continuing operations $ 0.59 $ 0.25 $ 0.58 $ 0.47 N/A
Diluted earnings (loss) per share from discontinued
operations ........................................ 0 .03 (0.45) 0.09 0.03 N/A
----------- ----------- ----------- ----------- -----------
Diluted earnings (loss) per share ................... $ 0.62 $ (0.20) $ 0.67 $ 0.50 N/A
=========== =========== =========== =========== ===========
Basic weighted average number of common shares
outstanding ....................................... 30,776,168 29,358,740 22,331,622 21,846,750 N/A
=========== =========== =========== =========== ===========
Diluted weighted average number of common and
common equivalent shares outstanding .............. 48,856,323 30,083,955 33,674,934 26,851,617 N/A
=========== =========== =========== =========== ===========
Actual common shares outstanding at period end ...... 32,418,470 32,372,738 26,339,068 22,429,417 N/A
=========== =========== =========== =========== ===========
CLASS B COMMON SHARES
Basic earnings per share from continuing operations . $ 0.66 $ 0.25 $ 0.71 $ 0.61 $ 0.49
Basic earnings (loss) per share from discontinued
operations ........................................ 0.04 (0.43) 0.12 0.04 0.07
----------- ----------- ----------- ----------- -----------
Basic earnings (loss) per share ..................... $ 0.70 $ (0.18) $ 0.83 $ 0.65 0.56(1)
=========== =========== =========== =========== ===========
Diluted earnings per share from continuing operations $ 0.57 $ 0.23 $ 0.59 $ 0.56 $ 0.47
Diluted earnings (loss) per share from discontinued
operations ........................................ 0.03 (0.41) 0.09 0.03 0.07
----------- ----------- ----------- ----------- -----------
Diluted earnings (loss) per share ................... $ 0.60 $ (0.18) $ 0.68 $ 0.59 $ 0.54(1)
=========== =========== =========== =========== ============
Basic weighted average number of common shares
outstanding ....................................... 10,316,879 10,483,522 10,649,135 10,589,000 29,223,345
=========== =========== =========== =========== ===========
Diluted weighted average number of common and
common equivalent shares outstanding .............. 10,995,037 11,517,960 11,932,823 11,724,625 30,408,187
=========== =========== =========== =========== ===========
Actual common shares outstanding at period end ...... 10,264,516 10,356,431 10,690,231 10,542,116 29,741,086
=========== =========== =========== =========== ===========
Book value per common share (all classes) ........... $ 5.53 $ 5.63 $ 5.59 $ 4.48 $ 4.05
=========== =========== =========== =========== ===========
Tangible book value per common share (all classes) .. $ 4.27 $ 4.33 $ 4.89 $ 3.60 $ 3.67
=========== =========== =========== =========== ===========
</TABLE>
24
<PAGE> 26
SELECTED CONSOLIDATED FINANCIAL DATA (Continued)
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OTHER FINANCIAL AND STATISTICAL DATA
PERFORMANCE RATIOS:
Return on average assets (2) (8) ................. 0.72% 0.28% 0.86% 0.88% 0.94%
Return on average equity (2) (8) ................. 11.68 4.39 14.85 13.07 14.16
Cash dividend payout ratio (3) (8) ............... 13.87 37.35 11.03 12.24 12.22
Average equity to average assets ................. 6.14 6.48 5.77 6.70 6.66
Average yield on loans, mortgage-backed
securities, tax certificates and
investment securities .......................... 7.77 7.83 8.29 8.23 8.16
Average cost of deposits and borrowings (8) ...... 4.89 5.00 4.88 4.46 4.59
Net interest spread -- during period (4) (8) .... 2.88 2.83 3.41 3.77 3.57
Interest rate margin -- during period (4) (8) ... 3.14 3.12 3.72 4.12 4.01
Efficiency ratio (5) (8) ......................... 64.30 75.81 60.77 66.12 62.63
OTHER FINANCIAL DATA:
Cash dividends per common share Class A (7) ...... $ 0.970 $ 0.094 $ 0.082 $ 0.071 $ N/A
Cash dividends per common share Class B .......... $ 0.881 $ 0.085 $ 0.074 $ 0.063 $ 0.059
ASSET QUALITY RATIOS:
Non-performing assets as a percent of total loans,
tax certificates and real estate owned ......... 1.79% 1.27% 1.36% 1.26% 2.37%
Net charge-offs as a percent of average loans ... 0.91 0.51 0.44 0.47 0.45
Loan loss allowance as a percent of total loans
including banker's acceptances ................. 1.63 1.42 1.35 1.39 2.24
Loan loss allowance as a percent of non-
performing loans ............................... 103.01 142.95 156.18 167.37 149.49
Non-performing loans as a percent of total loans 1.58 0.99 0.87 0.83 1.50
Non-performing assets as a percent of total assets 1.22 0.92 0.96 0.93 1.23
RATIO OF EARNINGS TO FIXED CHARGES: (6) (8)
Including interest on deposits ................... 1.27 1.11 1.33 1.37 1.37
Excluding interest on deposits ................... 1.50 1.19 1.80 2.26 2.22
NUMBER OF:
Offices (all full-service) ....................... 68 70 65 56 43
Branches with ATMs ............................... 68 70 65 56 43
Non-Branch ATMs .................................. 698 676 184 164 154
Deposit accounts ................................. 199,589 223,792 229,272 218,061 120,067
Loans ............................................ 49,496 48,483 39,427 37,707 23,172
</TABLE>
(1) Includes $677,000 of regular dividends and $1.4 million which relates
to the redemption of the preferred stock. The excess of the redemption
price above the recorded amount of preferred stock is considered a
preferred stock dividend. The October 1995 preferred stock redemption
for the year ended December 31, 1995 resulted in a $0.04 reduction of
basic and diluted earnings per share.
(2) ROA and ROE excluding the $7.2 million SAIF one-time special assessment
would have been 1.09% and 16.33%, respectively, for the year ended
December 31, 1996.
(3) Cash dividends declared on common shares divided by net income
available for common shares. The cash dividend payout ratio for the
year ended December 31, 1995 excluding the October 1995 preferred stock
redemption was 11.16%.
(4) Interest rate spread is equal to total interest earned on interest
earning assets divided by average interest earning assets, less the
total of interest expense divided by average interest-bearing
liabilities. Interest rate margin is equal to total interest earned on
average interest earning assets divided by average interest earning
assets less the total of interest expense divided by average interest
earning assets. Interest rate spread and margin during periods is based
upon daily average balances of interest-bearing assets and liabilities.
(5) The efficiency ratio is operating expenses (non-interest expenses) as a
percent of net interest income plus non-interest income. Excluding the
$7.2 million SAIF one-time special assessment, this ratio for the year
ended December 31, 1996 would have been 62.79%.
(6) Represents earnings before fixed charges, income taxes, and
extraordinary items and non-cumulative preferred stock dividends and
redemption. Fixed charges include interest expense (inclusive or
exclusive of interest on deposits as indicated).
(7) Prior to 1996 there were no Class A common shares outstanding. All
shares outstanding in 1995 were Class B common shares.
(8) Restated for continuing operations.
25
<PAGE> 27
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
GENERAL
The Company is a unitary savings bank holding company which owns
BankAtlantic. Although the Company's primary activities relate to the activities
of its wholly-owned subsidiary, BankAtlantic, other activities include the
operations of RBCO. RBCO provides investment banking services and capital
raising and advisory services to the financial services industry. RBCO
activities include underwriting, distributing and trading tax-exempt securities.
Additionally, the company engages in real estate development and investment
activities through BankAtlantic's wholly-owned subsidiary, BankAtlantic
Development Corporation ("BDC"). BDC owns St. Lucie West Holding Corp., the
developer of a master planned residential, commercial and industrial community
in St. Lucie County, Florida. On December 28, 1999, BDC, acquired Levitt
Corporation, a developer of single-family home communities and condominium and
rental apartment complexes. BDC has investments in six real estate joint
ventures and acquired an interest in two additional real estate joint ventures
in connection with the acquisition of Levitt Corporation.
The Company requires funds to pay certain operating expenses, payments
required for the 9 1/2% Cumulative Trust Preferred Securities, interest on its
Debentures and Investment Notes and regular quarterly cash dividend payments to
its common shareholders, subject to regulatory restrictions. It is anticipated
that funds for payment will be provided by dividends received from BankAtlantic.
Dividends from BankAtlantic are subject to regulatory restrictions.
At December 31, 1999, the Company had consolidated total assets of $4.2
billion, total deposits of $2.0 billion, total stockholders' equity of $235.9
million and net income of $30.9 million.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
(In thousands, except share and per share data) For the Years Ended December 31,
-------------------------------------------------------
1999 1998 1997
-------------- -------------- -------------
<S> <C> <C> <C>
Income from continuing operations ............................. $ 28,792 $ 10,186 $ 23,658
Income (loss) from discontinued operations net of taxes ....... 2,077 (18,220) 4,111
-------------- -------------- --------------
Net income (loss) ............................................. $ 30,869 $ (8,034) $ 27,769
============== ============== ==============
CLASS A COMMON SHARES
Basic earnings per share from continuing operations .......... $ 0.72 $ 0.26 $ 0.72
Basic earnings (loss) per share from discontinued operations .. 0.05 (0.47) $ 0.13
-------------- -------------- --------------
Basic earnings (loss) per share ............................... $ 0.77 $ (0.21) $ 0.85
============== ============== ==============
Diluted earnings per share from continuing operations ........ $ 0.59 $ 0.25 $ 0.58
Diluted earnings (loss) per share from discontinued operations 0.03 (0.45) 0.09
-------------- -------------- --------------
Diluted earnings (loss) per share ............................. $ 0.62 $ (0.20) $ 0.67
============== ============== ==============
Basic weighted average number of common shares outstanding .... 30,776,168 29,358,740 22,331,622
============== ============== ==============
Diluted weighted average number of common and common equivalent
shares outstanding .......................................... 48,856,323 30,083,955 33,674,934
============== ============== ==============
CLASS B COMMON SHARES
Basic earnings per share from continuing operations .......... $ 0.66 $ 0.25 $ 0.71
Basic earnings (loss) per share from discontinued operations .. 0.04 (0.43) 0.12
-------------- -------------- --------------
Basic earnings (loss) per share ............................... $ 0.70 $ (0.18) $ 0.83
============== ============== ==============
Diluted earnings per share from continuing operations ........ $ 0.57 $ 0.23 $ 0.59
Diluted earnings (loss) per share from discontinued operations 0.03 (0.41) 0.09
-------------- -------------- --------------
Diluted earnings (loss) per share ............................. $ 0.60 $ (0.18) $ 0.68
============== ============== ==============
Basic weighted average number of common equivalent shares
outstanding ................................................. 10,316,879 10,483,522 10,649,135
============== ============== ==============
Diluted weighted average number of common and common equivalent
shares outstanding .......................................... 10,995,037 11,517,960 11,932,823
============== ============== ==============
</TABLE>
26
<PAGE> 28
CONTINUING OPERATIONS --Income from continuing operations increased by
183% during the year ended December 31, 1999 compared to the same period during
1998 whereas income from continuing operations decreased by 57% during the year
ended December 31, 1998 compared to the same period during 1997. The primary
reasons for the increase in income from continuing operations during 1999
compared to 1998 were:
(1) an increase in net interest income relating to a larger loan,
securities available for sale and investment securities
portfolio,
(2) higher transaction and ATM fee income due to an expanded ATM
network and a restructuring of transaction accounts,
(3) enhanced income from RBCO operations,
(4) a significant increase in earnings from land sales related to
BDC,
(5) lower bank operations expenses resulting from the December
1998 corporate restructuring discussed below, and
(6) gains on the sale of property and equipment and foreclosed
assets.
The above items were partially offset by:
(1) an increase in the provision for loan losses resulting from
charge-offs and delinquency trends in the Company's indirect
consumer and small business loan portfolios, and
(2) lower gains on the sale of loans, securities available for
sale and trading activities.
The primary reasons for the decrease in income from continuing
operations during 1998 compared to 1997 were:
(1) a significant increase in the provision for loan losses
resulting from recent delinquency trends in the indirect
consumer and small business loan portfolios and growth in
small business loans,
(2) an increase in employee compensation and benefits expense from
bank operations due to expanded product lines and branch
network,
(3) higher occupancy expenses due to the opening of 10 branches
and the expansion of BankAtlantic's ATM network,
(4) increased advertising and promotion expenses to introduce
BankAtlantic's new corporate logo and to promote new product
lines,
(5) increased expenses associated with the higher administrative
costs of managing a larger branch and ATM network, and
(6) restructuring charges and write-downs.
Included in the Company's statement of operations for the year ended
December 31, 1998 was a $3.1 million net pension curtailment gain and a $2.6
million restructuring charge. The net pension curtailment gain resulted from the
freezing of benefits relating to the Company's defined benefit pension plan and
the termination of employees at the end of 1998. The restructuring charges
relating to continuing operations were for:
(1) severance and benefits relating to 115 full time employees
that were terminated,
(2) write-down of assets associated with facility closures, and
(3) liabilities established for lease contracts on closed
branches.
Included in the restructuring was the elimination of indirect consumer
loan originations, the closing and merging of branches and the consolidation of
mortgage banking operations in the Tampa Bay market into a centralized
processing operation.
DISCONTINUED OPERATIONS -- Historically, the MSB has been a positive
source of income for the Company by generating net fee income and by providing a
substantial interest free source of funds from escrow balances, as well as
periodic gains from servicing portfolio sales. The rapidly changing interest
rate environment during 1998, coupled with competition and technological
advances, produced a refinancing climate that had not been experienced in recent
years and, as a result, caused significant volatility. The effect of significant
prepayments of loans underlying MSRs and an increase in the anticipated rate of
future prepayments resulted in the establishment at September 30, 1998 of a $15
million valuation allowance for impairment of MSRs.
27
<PAGE> 29
No such allowance was required at the prior quarter end when
anticipated prepayments were more comparable to recent historical rates. The
Company determined in December 1998 to discontinue the MSB. Included in the loss
from discontinued operations during the year ended December 31, 1998 was a $6.1
million provision for the disposal of the MSB (net of income taxes). The
remaining loss from discontinued operations during 1998 primarily resulted from
rapidly declining interest rates during the latter part of 1998 causing
prepayments and declines in the value of the MSR asset.
Income from discontinued operations for the year ended December 31,
1999 resulted primarily from lower than anticipated cost to sell the MSRs and a
recovery of a portion of the 1998 valuation allowance due to rising interest
rates during 1999. The valuation allowance was established based upon the
interest rate environment at year end, which anticipated certain prepayment
speeds. Due to rising interest rates during 1999, prepayment speeds were less
than estimated resulting in an increase in MSR market value.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
28
<PAGE> 30
NET-INTEREST INCOME
The following table summarizes net interest income before capitalized
interest expense:
<TABLE>
<CAPTION>
YIELDS EARNED AND RATES PAID(D)
----------------------------------------------------------------------------------------------------
December 31, 1999 December 31, 1998 December 31, 1977
------------------------------- ------------------------------- ------------------------------
Average Revenue/ Yield/ Average Revenue/ Yield/ Average Revenue/ Yield/
(Dollars in thousands) Balance Expense Rate Balance Expense Rate Balance Expense Rate
---------- -------- ------ ---------- -------- ------ ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS
Loans:(A)
Residential real estate. $ 118,291 $ 9,843 8.32% $ 164,562 $ 13,458 8.18% $ 397,240 $ 32,177 8.10%
Purchased residential
real estate............ 1,244,909 86,806 6.97 1,313,309 92,720 7.06 589,888 45,440 7.70
Commercial real estate 695,481 65,006 9.35 557,247 52,982 9.51 544,264 53,943 9.91
Consumer................ 273,493 26,321 9.62 325,736 31,678 9.73 338,568 32,751 9.67
International........... 33,777 2,556 7.57 39,258 2,577 6.57 177 14 7.91
Lease financing......... 33,220 5,228 15.74 14,299 2,365 16.54 0 0 0.00
Commercial business..... 255,223 22,954 8.99 125,860 12,314 9.78 69,923 6,887 9.84
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total loans............. 2,654,394 218,714 8.24 2,540,271 208,094 8.19 1,940,060 171,212 8.83
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Banker's acceptances.... 13,400 991 7.40 16,790 1,062 6.33 7,966 473 5.94
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Securities available
for sale(B)............ 865,837 52,306 6.04 583,753 34,924 5.98 506,568 31,177 6.15
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Investment securities(C) 124,075 12,160 9.80 102,726 9,909 9.65 83,898 7,604 9.06
Federal funds sold...... 1,302 64 4.92 2,688 149 5.54 1,401 88 6.28
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total investment
securities............. 125,377 12,224 9.75 105,414 10,058 9.54 85,299 7,692 9.02
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total interest
earning assets......... 3,659,008 284,235(F) 7.77% 3,246,228 254,138 7.83% 2,539,893 210,554 8.29%
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
NON-INTEREST EARNING
ASSETS
Total non-interest
earning assets........... 356,826 339,241 219,359
---------- ---------- ----------
Total assets............. $4,015,834 $3,585,469 $2,759,252
========== ========== ==========
INTEREST BEARING
LIABILITIES
Deposits:
Savings(G).............. $ 122,590 $ 1,833 1.50% $ 234,198 $ 7,018 3.00% $ 220,821 $ 6,617 3.00%
NOW, money funds and
and checking(G)........ 608,203 16,427 2.70 551,344 14,038 2.55 534,428 13,970 2.61
Certificate accounts.... 1,157,414 58,615 5.06 845,019 45,658 5.40 875,625 47,644 5.44
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total interest
bearing deposits....... 1,888,207 76,875 4.07 1,631,460 66,714 4.09 1,630,874 68,231 4.18
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Securities sold
under agreements
to repurchase and
federal funds
purchased.............. 383,231 18,329 4.78 270,277 13,767 5.09 169,477 8,906 5.25
Advances from FHLB....... 938,146 54,242 5.78 901,324 52,763 5.85 441,610 27,345 6.19
Subordinated debentures.. 181,188 12,718 7.02 178,209 12,446 6.98 86,811 6,744 7.77
Guaranteed preferred
beneficial interest in
Company's Junior
Subordinated Debentures. 74,750 7,197 9.63 74,750 7,197 9.63 50,041 4,798 9.59
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
Total interest
bearing liabilities..... 3,465,522 169,361(E) 4.89 3,056,020 152,887(E) 5.00 2,378,813 116,024 4.88
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
NON-INTEREST
BEARING LIABILITIES
Demand deposit
and escrow accounts..... 232,980 233,099 186,814
Other liabilities...... 70,762 64,143 34,345
---------- ---------- ----------
Total non-interest
bearing liabilities... 303,742 297,242 221,159
---------- ---------- ----------
Stockholders' equity..... 246,570 232,207 159,280
---------- ---------- ----------
Total liabilities and
stockholders' equity.... $4,015,834 $3,585,469 $2,759,252
========== ========== ==========
Net interest income/net
interest spread......... $114,874 2.88% $101,251 2.83% $ 94,530 3.41%
======== ===== ======== ===== ======== =====
Margin
Interest income/interest
earning assets.......... 7.79% 7.83% 8.29%
Interest expense/interest
earning assets.......... 4.63 4.71 4.57
----- ----- -----
Net interest margin...... 3.14% 3.12% 3.72%
===== ===== =====
</TABLE>
(A) Includes non-accruing loans.
(B) Average balances were based on amortized cost.
(C) Includes securities purchased under agreements to resell, tax certificates
and interest-bearing deposits and trading securities.
(D) Applicable amounts and rates have been adjusted for discontinued
operations.
(E) Does not reflect reduction due to capitalized interest on investments in
and advances to real estate joint ventures.
(F) Excludes SLWHC utility receivable interest income accretion of $1.7
million.
(G) During 1998 the company restructured its transaction accounts whereby
savings accounts were transferred to now accounts.
29
<PAGE> 31
The following table summarizes the changes in net interest income
before capitalized interest expense: (in thousands)
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
Compared to Year Ended Compared to Year Ended
December 31, 1998 (C) December 31, 1997 (C)
------------------------------------------ --------------------------------------------
Volume(A) Rate Total Volume(A) Rate Total
--------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) DUE TO:
Loans............................ $ 9,350 $ 1,270 $ 10,620 $ 49,298 $ (12,416) $ 36,882
Banker's acceptances............. (251) 180 (71) 558 31 589
Securities available for sale.... 17,274 108 17,382 4,608 (861) 3,747
Investment securities (B)........ 2,097 154 2,251 1,810 495 2,305
Federal funds sold .............. (68) (17) (85) 71 (10) 61
--------- ----------- ---------- ----------- ---------- -----------
Total earning assets............. 28,402 1,695 30,097 56,345 (12,761) 43,584
--------- ----------- ---------- ----------- ---------- -----------
Deposits:
Savings........................ (1,672) (3,513) (5,185) 401 0 401
NOW, money funds, and checking 1,562 827 2,389 389 (321) 68
Certificate accounts........... 15,833 (2,876) 12,957 (1,636) (350) (1,986)
--------- ----------- ---------- ----------- ---------- -----------
Total deposits................... 15,723 (5,562) 10,161 (846) (671) (1,517)
--------- ----------- ---------- ----------- ---------- -----------
Securities sold under agreements
to repurchase.................. 5,121 (1,775) 3,346 5,132 (271) 4,861
Federal funds purchased.......... 284 (8) 276
Advances from FHLB............... 2,110 (631) 1,479 26,919 (1,501) 25,418
Subordinated debentures ......... 214 998 1,212 6,388 (686) 5,702
Guaranteed preferred beneficial
interest in Company's Junior
Subordinated Debentures........ 0 0 0 2,379 20 2,399
--------- ----------- ---------- ----------- ---------- -----------
7,729 (1,416) 6,313 40,818 (2,438) 38,380
--------- ----------- ---------- ----------- ---------- -----------
Total interest bearing
liabilities.................... 23,452 (6,978) 16,474 39,972 (3,109) 36,863
--------- ----------- ---------- ----------- ---------- -----------
Change in net interest income.... $ 4,950 $ 8,673 $ 13,623 $ 16,373 $ (9,652) $ 6,721
========= =========== ========== =========== ========== ===========
</TABLE>
(A) Changes attributable to rate/volume have been allocated to volume.
(B) Average balances were based on amortized costs.
(C) Does not reflect reduction due to capitalized interest on investments in
and advances to real estate joint ventures.
Loan Activity -- the following table shows loan activity by major
categories for the periods indicated (in thousands):
<TABLE>
<CAPTION>
For the Year
Ended December 31,
--------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- -------------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
LOAN FUNDINGS: (1)
Residential real estate loans......... $ 119,659 $ 144,586 $ 68,513 $ 133,184 $ 111,361
Construction and development loans.... 392,982 365,913 194,752 147,200 93,102
Commercial real estate and
business loans...................... 455,502 388,079 355,566 314,319 319,530
Small business loans.................. 29,898 135,239 20,467 0 0
Consumer loans (2)(3)................. 98,808 165,927 161,154 154,940 114,607
Lease financing....................... 34,154 19,214 0 0 0
-------------- -------------- -------------- -------------- -----------
Total Loan Fundings............. 1,131,003 1,218,958 800,452 749,643 638,600
-------------- -------------- -------------- -------------- -----------
PURCHASES: (3)(4)
Residential real estate loans......... 418,630 1,256,185 524,498 465,942 9,930
Commercial real estate and business
loans................................. 184,024 37,314 0 0 0
Lease financing........................ 0 6,054 0 0 0
-------------- -------------- -------------- -------------- -----------
Total purchases................. 602,654 1,299,553 524,498 465,942 9,930
-------------- -------------- -------------- -------------- -----------
Total loan production........... 1,733,657 2,518,511 1,324,950 1,215,585 648,530
-------------- -------------- -------------- -------------- -----------
Loan sales.............................. (125,889) (279,034) (273,901) (59,408) (34,153)
Principal reduction on loans (1)........ (1,477,415) (1,498,352) (947,281) (548,536) (444,867)
Transfer to real estate owned (5)....... (6,303) (4,852) (5,076) (1,788) (1,029)
-------------- -------------- -------------- -------------- -----------
NET LOAN ACTIVITY............... $ 124,050 $ 736,273 $ 98,692 $ 605,853 $ 168,481
============== ============== ============== ============== ===========
</TABLE>
(1) Does not include banker's acceptances.
(2) Includes second mortgage loans.
(3) Does not include indirect consumer loans purchased through dealers; such
loans are included as originations.
(4) Excludes $395.0 million in 1996 of loans acquired in the bna acquisition.
(5) Includes foreclosures
30
<PAGE> 32
Net interest income increased for each of the years in the three year
period ended December 31, 1999. Interest income increased by 13% during the year
ended December 31, 1999 compared to the same 1998 period and interest income
increased 21% during the year ended December 31, 1998 compared to the same 1997
period. Interest expense also increased for each of the years in the three year
period ended December 31, 1999. The increase in interest income generally
resulted from increased volume of interest earning assets.
The increased loan average balances resulted from:
(1) The Origination of Construction and Commercial Real
Estate Loans,
(2) Purchases of Loan Syndications Included in Commercial
Business Average Loan Balances, and
(3) Higher Lease Financing Balances.
The Increased Loan Portfolio Average Balances Were Partially Offset by
Lower Average Balances Of:
(1) Residential Real Estate Loans Due to a Decline in
Loan Origination, Loan Sales and Principal
Repayments,
(2) Purchased Residential Loans Reflecting Principal
Repayments and a Decline in Loans Purchased During
the Period, and
(3) Consumer Loans Resulting From the Elimination of
Indirect Consumer Loan Originations in December 1998.
The increased loan yields resulted from a decrease in the percentage of
the loan portfolio represented by purchased residential loans and international
loans, which are lower yielding than commercial, small business, and consumer
loans and lease financings.
The increase during 1999 in securities available for sale interest
income primarily resulted from higher average balances compared to 1998. The
higher average balances were caused by purchases of mortgage-backed securities
and remics during 1999. The higher yields are due to new purchases of securities
at higher rates than the existing portfolio.
The increase during 1999 compared to 1998 in investment and trading
securities interest income reflects higher average balances and yields. The
higher average balances reflect increased tax certificate volume resulting from
an expanded tax certificate operation outside of Florida and higher tax
certificate purchases in Florida compared to prior periods. The increased yields
reflect higher interest income and dividends from BRCO's trading portfolio and
higher tax certificate average balances. The tax certificate yields are higher
than the existing yields on the investment securities portfolio.
During the year ended December 31, 1998, total interest income from
loans, securities available for sale and investment securities increased
compared to the same 1997 period. The increase in interest on loans during 1998
compared to 1997 was primarily due to significant purchases of wholesale
residential real estate loans and increased fundings of new loan products such
as, small business and international loans. The higher interest income on
securities available for sale resulted from higher average balances of
mortgage-backed and remic securities partially offset by lower average yields.
The lower yields reflect the fact that securities were purchased at lower yields
than the existing portfolio. The increase during 1998 compared to 1997 in
investment and trading securities interest income reflects higher average
balances and yields. The higher average balances resulted from increased fhlb
stock average balances. Increases in FHLB stock were required based on higher
fhlb advance levels. The increased investment yields reflect the purchase of tax
certificates outside of florida with higher yields than the existing portfolio.
During the year ended December 31, 1999, total interest expense
increased primarily due to higher deposit and short-term borrowing interest
expense, partially offset by lower interest expense on FHLB advances.
The increased deposit interest expense resulted from:
(1) Higher certificate account average balances reflecting the use
of public funds and brokered deposits. The average balances of
brokered deposits and public funds increased from $65.1
million during the year ended December 31, 1998 to $366.1
million during the comparable 1999 period.
31
<PAGE> 33
(2) A change in the deposit mix from lower rate interest bearing
transaction accounts to higher rate certificate accounts. The
interest bearing deposit mix changed from 48% transaction
accounts and 52% certificate accounts during 1998 to 39%
transaction accounts and 61% certificate accounts during 1999.
The increased deposit interest expense was partially offset by lower
certificate and transaction account rates during the year ended December 31,
1999 compared to the same 1998 period. The decline in deposit rates reflects
lower interest rates paid on deposits during 1999 compared to 1998.
Interest expense on securities sold under agreements to repurchase
increased during the year ended December 31, 1999 compared to the same period
during 1998 due to higher average balances partially offset by lower yields. The
higher average balances on securities sold under agreements to repurchase were
used to fund loan growth and the purchases of remic securities and tax
certificates. The lower yields reflect the lower interest rates during 1999
compared to 1998.
The slight decline in fhlb advance interest expense resulted from lower
average rates on advances partially offset by higher average balances. The lower
average rates on FHLB advances resulted from the use of callable advances which
bear lower interest rates than traditional advances and the origination of the
majority of advances during prior periods when interest rates were declining.
The increase in subordinated debentures and bonds payable interest
expense reflects additional real estate operation borrowings. The additional
borrowings were primarily capital improvement revenue bonds related to the st.
lucie west real estate development.
During the year ended December 31, 1998, deposit expense declined while
all other categories of total interest expense increased. The decrease in
interest expense on deposits during the year ended December 31, 1998 compared to
the same period during 1997 resulted from lower yields on interest bearing
deposits. the lower yields reflect:
(1) A decline in the percentage of deposits attributed to higher
yielding certificate accounts compared to lower yielding
transaction accounts, and
(2) Lower deposit interest rates during 1998 compared to 1997.
Interest expense on securities sold under agreements to repurchase and
fhlb advances increased during the year ended December 31, 1998 compared to the
same period during 1997 due to higher average balances partially offset by lower
yields. The higher average balances on securities sold under agreements to
repurchase were used to fund loan growth and the lower yields reflect the
declining interest rate environment during 1998. The higher FHLB advance average
balances were primarily intermediate term advances used to fund the purchase of
wholesale residential loans. The lower average rates on FHLB advances resulted
from the declining interest rate environment and the use of callable advances
which bear lower interest rates than traditional advances.
The increase during 1998 in interest expense on subordinated debentures
and guaranteed preferred beneficial interests in the company's junior
subordinated debentures resulted from the fact that $100.0 million of 5 5/8%
convertible subordinated debentures which were issued in November 1997, and
$74.75 million of trust preferred securities which were issued in April 1997
were outstanding for all of 1998.
32
<PAGE> 34
Provision for Loan Losses and Provision for (Reversal Of) Losses On
Real Estate Owned
<TABLE>
<CAPTION>
Risk Elements
------------------------------------------------------------------
December 31,
------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
CONTRACTUALLY PAST DUE 90
DAYS OR MORE
Small business .............................. $ 0 $ 349 $ 0 $ 0 $ 0
Commercial real estate and business (1) ..... 410 2,833 647 2,961 1,536
---------- ---------- ---------- ---------- ----------
410 3,182 647 2,961 1,536
NON-ACCRUAL (2)
Residential ................................. 4,246 4,896 5,573 4,679 2,228
Purchases of nonaccrual residential loans .. 10,447 0 0 0 0
Purchased wholesale residential ............. 10,968 2,060 2,453 1,798 0
Commercial real estate and business ......... 5,747 10,904 4,377 3,868 8,361
Small business - real estate ................ 1,002 1,416 0 0 0
Small business - nonmortgage ................ 3,425 187 0 0 0
Lease financing ............................. 1,201 893 0 0 0
Consumer .................................... 5,705 3,008 5,166 2,079 585
Tax certificates ............................ 2,258 765 880 1,835 2,044
---------- ---------- ---------- ---------- ----------
44,999 24,129 18,449 14,259 13,218
REPOSSESSED (2)
Residential real estate owned ............... 1,929 2,169 3,825 748 231
Commercial real estate owned ................ 2,022 3,334 3,703 4,170 6,048
Consumer .................................... 867 1,572 2,912 1,992 461
Lease financing ............................. 386 324 0 0 0
---------- ---------- ---------- ---------- ----------
5,204 7,399 10,440 6,910 6,740
---------- ---------- ---------- ---------- ----------
TOTAL NON-PERFORMING ASSETS ................. 50,613 34,710 29,536 24,130 21,494
---------- ---------- ---------- ---------- ----------
RESTRUCTURED LOANS
Commercial real estate and business ......... 0 7 4,043 3,718 2,533
---------- ---------- ---------- ---------- ----------
TOTAL RISK ELEMENTS ......................... $ 50,613 $ 34,717 $ 33,579 $ 27,848 $ 24,027
========== ========== ========== ========== ==========
Total risk elements as a percentage of:
Total assets .............................. 1.22% 0.92% 1.10% 1.07% 1.37%
========== ========== ========== ========== ==========
Loans, tax certificates and net real estate
owned ................................... 1.79% 1.27% 1.55% 1.46% 2.65%
========== ========== ========== ========== ==========
TOTAL ASSETS ................................ $4,159,901 $3,788,975 $3,064,480 $2,605,527 $1,750,689
========== ========== ========== ========== ==========
TOTAL LOANS, TAX CERTIFICATES
AND NET REAL ESTATE OWNED ................. $2,831,189 $2,729,738 $2,164,965 $1,911,501 $ 905,413
========== ========== ========== ========== ==========
Allowance for loan losses ................... $ 44,450 $ 37,950 $ 28,450 $ 25,750 $ 19,000
========== ========== ========== ========== ==========
Total tax certificates ...................... $ 93,080 $ 50,916 $ 56,162 $ 55,977 $ 51,504
========== ========== ========== ========== ==========
Allowance for tax certificate losses ........ $ 1,504 $ 1,020 $ 949 $ 1,466 $ 1,648
========== ========== ========== ========== ==========
</TABLE>
- --------------------------
(1) The majority of these loans have matured and the borrower continues to make
payments under the matured loan agreement. BankAtlantic is in the process
of renewing or extending these matured loans.
(2) Amounts are net of specific allowances for loan losses.
33
<PAGE> 35
The above schedule reflects, at December 31, 1999 all loans where known
information about the possible credit problems of the borrower caused management
to have serious doubts as to the ability of the borrower to comply with present
loan repayment terms and which may result in disclosure of such loans in the
future.
Interest income which would have been recorded under the contractual
terms of impaired loans and the interest income actually recognized was (in
thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Interest income which would have been recorded $ 3,669 $ 3,058 $ 2,487
Interest income recognized (1,739) (1,850) (1,548)
-------- -------- --------
Interest income foregone $ 1,930 $ 1,208 $ 939
======== ======== ========
</TABLE>
Changes in the allowance for loan losses were as follows (dollars in
thousands):
<TABLE>
<CAPTION>
For the Year Ended
December 31,
-----------------------------------------------------------
1999 1998 1997 1996 1995
--------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance, beginning of period ...... $ 37,950 $ 28,450 $ 25,750 $ 19,000 $ 16,250
Charge-offs:
Commercial business loans ....... (87) (896) (180) (1,048) (382)
Commercial real estate loans .... (211) (562) (276) (266) (222)
Small business - real estate .... (192) (72) 0 0 0
Small business - nonmortgage .... (12,339) (1,971) 0 0 0
Lease financing ................. (1,217) (1,233) 0 0 0
Consumer loan - indirect ........ (11,052) (9,446) (7,885) (4,581) (2,535)
Consumer loans - direct ......... (2,443) (1,746) (2,809) (1,756) (2,031)
Residential real estate loans ... (30) (61) (76) (67) (263)
Purchased residential real
estate loans ................... (120) (108) (104) 0 0
--------- -------- -------- -------- --------
(27,691) (16,095) (11,330) (7,718) (5,433)
--------- -------- -------- -------- --------
Recoveries:
Small business - real estate .... 0 30 0 0 0
Small business - nonmortgage .... 188 0 0 0 0
Lease financing ................. 285 229 0 0 0
Commercial business loans ....... 185 489 301 518 738
Commercial real estate loans .... 205 9 208 47 102
Consumer loans - indirect ....... 1,931 1,449 1,462 382 66
Consumer loans - direct ......... 739 844 791 1,277 1,153
--------- -------- -------- -------- --------
3,533 3,050 2,762 2,224 2,059
--------- -------- -------- -------- --------
Net charge-offs ................... (24,158) (13,045) (8,568) (5,494) (3,374)
Provision for loan losses ......... 30,658 21,788 11,268 5,844 4,182
Allowance for loan losses acquired 0 757 0 6,400 1,942
--------- -------- -------- -------- --------
Balance, end of period ............ $ 44,450 $ 37,950 $ 28,450 $ 25,750 $ 19,000
========= ======== ======== ======== ========
Allowance as a percentage of:
Total loans ..................... 1.63% 1.42% 1.35% 1.39% 2.24%
Total loans excluding banker's
acceptances ................... 1.63% 1.42% 1.47% 1.39% 2.24%
========= ======== ======== ======== ========
Non-performing assets (1) ....... 94.44% 111.80% 99.28% 115.50% 97.69%
========= ======== ======== ======== ========
Ratio of net charge-offs to average
outstanding loans ............... 0.91% 0.51% 0.44% 0.47% 0.45%
========= ======== ======== ======== ========
Ratio of net charge-offs to average
outstanding loans plus banker's
acceptances ..................... 0.90% 0.51% 0.44% 0.47% 0.45%
========= ======== ======== ======== ========
</TABLE>
(1) Excluding tax certificates. The allowance for tax certificates as a
percentage of total tax certificates was 1.62%, 2.01%, 1.69%, 2.62%, and
3.20%, for each of the years in the five-year period ended December 31,
1999, and as a percentage of non-performing tax certificates was 66.61%,
133.46%, 107.84%, 79.89%, and 80.63% at December 31, 1999, 1998, 1997, 1996
and 1995, respectively.
34
<PAGE> 36
The table below presents the allocation of the allowance for loan losses
by various loan classifications and sets forth the percentage of loans in each
category to gross loans excluding banker's acceptances. The allowance shown in
the table should not be interpreted as an indication that charge-offs in future
periods will occur in these amounts or proportions or that the allowance
indicates future charge-off amounts or trends (dollars in thousands).
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998 December 31, 1997
-------------------------- -------------------------- ---------------------------
Allocation Percent of Allocation Percent of Allocation Percent of
of gross loans of gross loans of gross loans
allowance in each allowance in each allowance in each
for loan category to for loan category to for loan category to
loss by total gross loss by total gross loss by total gross
category loans category loans category loans
---------- ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Commercial business ............. $ 4,343 8.01% $ 3,242 4.14% $ 1,941 2.57%
Commercial real estate .......... 9,723 31.44 11,100 27.21 9,559 33.59
Small business-real estate ...... 598 0.72 487 0.71 176 0.84
Small business-nonmortgage ...... 13,732 3.12 5,211 3.43 275 0.66
Lease financing ................. 2,181 1.45 1,557 0.87 0 0.00
Residential real estate ......... 463 4.20 483 5.90 1,511 9.55
Purchased residential real estate 1,637 42.80 1,645 46.53 926 36.84
Consumer - direct (1) ........... 2,575 4.05 1,948 3.53 4,690 5.60
Consumer - indirect (1) ......... 9,198 4.21 12,277 7.68 9,372 10.35
------- ------ ------- ------ ------- ------
$44,450 100.00% $37,950 100.00% $28,450 100.00%
======= ====== ======= ====== ======= ======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
---------------------------- ----------------------------
Allocation Percent of Allocation Percent of
of gross loans of gross loans
allowance in each allowance in each
for loan category to for loan category to
loss by total gross loss by total gross
category loans category loans
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Commercial business.................. $ 4,439 3.83% $ 3,042 6.84%
Commercial real estate............... 6,673 35.75 7,607 50.35
Residential real estate.............. 3,719 22.50 1,243 19.14
Purchased residential real estate.... 146 21.02 0 0.00
Consumer - indirect (1).............. 3,738 7.98 3,686 12.96
Consumer - direct (1)................ 7,035 8.92 3,422 10.71
------- ------ ------- ------
$25,750 100.00% $19,000 100.00%
======= ====== ======= ======
</TABLE>
(1) Includes second mortgage loans.
The provision for loan losses increased in each of the years in the
three year period ended December 31, 1999. The higher provision for loan losses
during the three years ended December 31, 1999 resulted from:
(1) consumer loan charge-offs primarily from the indirect consumer
lending portfolio,
(2) charge-offs from small business loans which the Company began
originating during the 1997 fourth quarter,
(3) charge-offs associated with LTI lease financing operations
which was acquired in March 1998,
(4) charge-offs in commercial business loans during 1998 relating
to the Company's factoring operations, and
(5) a significant increase in the allowance for loan losses
reflecting small business and indirect consumer loans
charge-offs and delinquency trends.
35
<PAGE> 37
During the latter part of 1997, BankAtlantic began originating small
business loans. Initial allowances were based upon industry information and
internal experience with similar products. As the program progressed,
delinquencies and charge-offs increased. The Company experienced a significant
amount of small business lending losses during the year ended December 31, 1999
and during the fourth quarter of 1998. In response to the small business
charge-offs and delinquency trends, the Company substantially reduced small
business loan fundings during 1999 and has implemented significant modifications
to the program. Additionally, the Company is continuing to address issues
relating to the existing portfolio and modifications to the current small
business loan origination process. However, as a consequence of these trends,
the allowance for loan losses was substantially increased during the years ended
December 31, 1999 and 1998.
Throughout the 1995 to 1999 periods, delinquencies and charge-offs of
indirect automobile loans continued to increase in either absolute dollars or as
a percentage of the portfolio; particularly in the latter part of 1998 and
throughout 1999. The increased allowance for indirect consumer loans at December
31, 1998 reflects the fact that 1998 charge-offs were higher than for 1997 even
though the average balance of loans declined in 1998. Based on the number of
delinquencies, charge-offs and available yield in indirect lending, management
decided at the end of 1998 to cease indirect consumer loans. The decreased
allowance for indirect consumer loans at December 31, 1999 compared to 1998
resulted from a decline in the indirect consumer loan portfolio balance.
The increase in direct consumer and commercial business allowance for
loan losses resulted from portfolio growth. The direct consumer portfolio
increase reflects the origination of home equity revolving lines of credit
during 1999. The commercial business portfolio increase resulted from the
increased participation in syndicated lending during 1999.
A significant factor used by BankAtlantic in determining the adequacy
of the allowance for loan losses is historical loan loss experience with greater
emphasis placed on current trends in delinquencies and charge-offs.
Determinations may also be impacted by geographic and personnel factors.
Risk elements at December 31, 1999 increased from December 31, 1998.
The increase in nonaccrual loans was partially offset by decreases in loans
contractually past due 90 days or more and repossessed assets. The decrease in
loans contractually past due 90 days or more primarily resulted from the
repayment of two commercial real estate loans which were repaid during 1999. The
decline in repossessed assets resulted from the sale of two commercial real
estate properties and a decline in consumer repossessed automobiles and
residential real estate owned. The decline was partially offset by the
foreclosure of a $2.2 million commercial real estate property.
The increase in nonaccrual loans resulted from:
(1) purchases of nonaccrual residential loans,
(2) purchased wholesale residential loans,
(3) small business non-mortgage loans,
(4) consumer loans and
(5) lease financing.
The above increases in nonaccrual loans were partially offset by lower
commercial real estate and originated residential nonaccrual balances.
During 1999, the Company made bulk purchases of residential loans from
government agencies which included delinquent loans and real estate owned. At
December 31, 1999 the nonaccrual assets from these bulk purchases were listed in
the above risk elements table.
The increase in consumer nonaccrual balances reflected higher indirect
automobile nonaccrual loans at December 31, 1999 compared to December 31, 1998
and a $1.3 million deposit overdraft. The Company has various second mortgages
on properties securing the deposit overdraft, and has executed a workout
agreement with the customer. The increase in purchased wholesale residential
loans reflects higher delinquencies caused by a significant increase in loan
balance during prior periods. The increase in nonaccrual balances associated
with small business loans reflect the charge-off and delinquency trends
discussed above. The increase in nonaccrual lease financing resulted from a
larger lease portfolio during 1999 compared to 1998. The
36
<PAGE> 38
decline in nonaccrual commercial real estate loans primarily resulted from the
foreclosure of a $2.2 million loan and the final repayment of a $5.9 million
loan during 1999.
The decline in originated residential nonaccrual loans reflects lower
portfolio balances.
Risk elements at December 31, 1998 increased from December 31, 1997.
The increase in loans contractually past due 90 days or more and nonaccrual
loans were partially offset by decreases in repossessed assets and restructured
loans. The increase in loans contractually past due 90 days or more resulted
primarily from two matured commercial real estate loans on which the borrower is
continuing to make payments under the matured loan agreement. The increase in
nonaccrual loans reflected:
(1) two commercial nonresidential real estate nonaccrual loans
totaling $7.7 million,
(2) nonaccrual lease financing contracts from LTI, and
(3) nonaccrual small business loans.
The above increases in nonaccrual loans were partially offset by lower
nonaccrual balances from:
(1) residential loans,
(2) purchased residential loans,
(3) tax certificates, and
(4) consumer loans.
The decline in consumer nonaccrual balances reflected a reduction in
home equity nonaccrual loans from December 1997. Repossessed assets declined at
December 31, 1998 compared to December 31, 1997. The decline reflected lower
residential and commercial real estate owned and automobile repossessed assets,
partially offset by lease financing repossessions. The decline in restructured
loans reflected the reclassification from non-performing to performing status of
two loans that performed based on the terms of their agreements.
The loan loss allowance as a percentage of total loans (excluding
banker's acceptances) was 1.47% at December 31, 1997, 1.42% at December 31, 1998
and 1.63% at December 31, 1999. At December 31, 1999 gross real estate loans
amounted to $2.4 billion of which $1.4 billion were residential real estate
loans. The remaining real estate loans at December 31, 1999 consisted of $307.9
million of commercial real estate loans, $634.4 million of construction and
development loans and $21.7 million of small business real estate loans. Gross
other loans, excluding banker's acceptances, amounted to $624.5 million and
included commercial and syndicated business loans, lease financing, due from
foreign banks, small business - nonmortgage and consumer loans (including second
mortgages) of $188.0 million, $43.4 million, $51.9 million, $93.4 million and
$247.6 million, respectively, at December 31, 1999. Commercial real estate,
commercial and syndicated business, small business non-mortgage, and consumer
loans generally involve greater risks of collectibility than do residential
loans.
During the year ended December 31, 1999, the provision for REO was
$340,000 compared to $1.1 million during 1998. The 1999 provision resulted from
residential REO charge-offs, whereas the 1998 provision reflects residential REO
charge-offs and commercial real estate charge-offs. The commercial real estate
properties charged off were acquired through tax deeds.
During the year ended December 31, 1997, reversals of losses on REO
declined $141,000. During the year ended December 31, 1997, management reversed
$56,000 of the REO allowance and charged off $244,000 of residential REO.
37
<PAGE> 39
NON-INTEREST INCOME
A summary of non-interest income follows:
<TABLE>
<CAPTION>
For the Year 1999 1998
Ended December 31, to to
--------------------------------- 1998 1997
1999 1998 1997 Change Change
--------- --------- --------- --------- ---------
(In Thousands)
<S> <C> <C> <C> <C> <C>
INCOME FOR BANKING OPERATIONS
Loan late fees and other loan income .............................. $ 5,122 $ 4,299 $ 2,293 $ 823 $ 2,006
Gains on sales of loans held for sale ............................. 1,703 4,104 6,820 (2,401) (2,716)
Trading securities gains (losses) ................................. (82) 898 2,463 (980) (1,565)
Gains on sales of securities available for sale, net of write-downs 2,010 309 2,367 1,701 (2,058)
Gains (losses) on sales of property and equipment, net ............ 2,005 (11) 852 2,016 (863)
Commissions ....................................................... 0 108 103 (108) 5
Transaction fees .................................................. 14,172 12,589 9,302 1,583 3,287
ATM fees .......................................................... 9,945 6,650 5,329 3,295 1,321
Other ............................................................. 3,726 4,200 3,284 (474) 916
--------- --------- --------- --------- ---------
Total non-interest income from banking operations ............. 38,601 33,146 32,813 5,455 333
--------- --------- --------- --------- ---------
RBCO OPERATIONS
Principal transactions ............................................ 12,105 4,417 0 7,688 4,417
Investment banking ................................................ 20,984 8,345 0 12,639 8,345
Commissions ....................................................... 16,849 4,024 0 12,825 4,024
Other ............................................................. 657 240 0 417 240
--------- --------- --------- --------- ---------
Non-interest income - RBCO ........................................ 50,595 17,026 0 33,569 17,026
--------- --------- --------- --------- ---------
REAL ESTATE OPERATIONS
Gains on sales of real estate held for development and sale ....... 9,061 6,055 470 3,006 5,585
Other ............................................................. 1,812 653 83 1,159 570
--------- --------- --------- --------- ---------
Non-interest income - real estate operations ...................... 10,873 6,708 553 4,165 6,155
--------- --------- --------- --------- ---------
Total non-interest income ......................................... $ 100,069 $ 56,880 $ 33,366 $ 43,189 $ 23,514
========= ========= ========= ========= =========
</TABLE>
BANKING OPERATIONS:
The increase in loan late fees and other loan income for the year ended
December 31, 1999 compared to the same 1998 period was primarily due to an
increase in small business loan renewal fee income. Also, loan late fees,
consumer loan extension fees, loan prepayment penalties and trade finance fee
income were higher during 1999 compared to 1998.
The increase in loan late fees and other loan income during the year
ended December 31, 1998 compared to the same 1997 period resulted from higher
late fees, commitment fees, and loan prepayment penalties. The additional fees
earned were the result of a larger loan portfolio during 1998 compared to 1997.
During the year ended December 31, 1999, the Company sold $30.6 million
of loans purchased and classified as held for sale and $95.2 million of loans
originated for resale for gains of $1.9 million. Included in gains on sales of
loans held for sale at December 31, 1999 is a $196,000 adjustment to the lower
of cost or market associated with loans held for sale.
During the year ended December 31, 1998 and 1997, BankAtlantic
transferred $108.5 million and $321.4 million, respectively, of purchased
residential loans to held for sale and sold $279.0 million and $273.9 million,
respectively, of loans for gains as reported in the above table.
For a discussion relating to gains on sales of securities available for
sale and trading securities gains, see "Mortgage-Backed Securities and
Investments."
38
<PAGE> 40
During the year ended December 31, 1999, land and buildings associated
with three branches that were relocated were sold for gains as reported in the
above table. During 1997, land adjacent to properties sold in prior periods was
sold for a gain as reported in the above table.
Commissions during the year ended December 31, 1998 and 1997 were fees
received by the Company from third party broker/dealers renting space in
BankAtlantic's branches. During the year ended December 31, 1999, RBCO bank
brokerage replaced the third party broker/dealers. As a consequence, the
$200,000 of commissions earned by bank brokerage was eliminated in
consolidation.
Transaction fee income increased during each of the years in the three
year period ended December 31, 1999. The higher transaction fee income during
1999 compared to 1998 resulted from:
(1) a restructuring, in the fourth quarter of 1998, of
BankAtlantic's deposit products to increase the focus on
relationship banking and
(2) changes made to the pricing of the Company's deposit products.
The higher transaction fee income during 1998 compared to 1997 resulted
from:
(1) the Company shifting its deposit mix from certificate accounts
to transaction accounts, and
(2) changes made to the pricing of the Company's deposit products
based on an analysis by an outside consulting firm.
ATM fee income increased during each of the years in the three year
period ended December 31, 1999. The significant increase in ATM fee income
during 1999 was primarily the result of an expanded ATM network. The Company's
ATM network increased from 249 machines at December 31, 1997 to 771 ATM machines
at December 31, 1999. The majority of the ATM machines was installed during the
latter part of 1998. BankAtlantic established its ATM network to enhance fee
income and to expand banking services throughout Florida. Currently,
BankAtlantic has 277 ATM machines located in Wal-Mart SuperStores in Florida,
Georgia, and Alabama, 168 ATM machines located in K-Mart and Cumberland Farms
convenience stores and 34 ATM machines on cruise ships. The remaining ATM
machines are located in gasoline stations, convenience food stores, malls,
entertainment complexes, college campuses and BankAtlantic's branches.
Non-interest income, other decreased during the year ended December 31,
1999 compared to the same 1998 period. The decline resulted from lower lease
income and check clearing commissions. The decline in lease income resulted from
the elimination of third party broker/dealers renting space in BankAtlantic
branches. The lease income that BankAtlantic receives from RBCO is eliminated in
the Company's Consolidated Financial Statements. The lower check clearing
commission reflects a decline in volume during 1999 compared to 1998 due to the
restructuring initiatives undertaken at the end of 1998.
The increase in non-interest income, other during the year ended
December 31, 1998 compared to the 1997 period resulted from increased
commissions from teller check outsourcing, and higher fees earned on deposit
customer services such as teller check fees and account research.
RBCO OPERATIONS
RBCO was acquired on June 30, 1998. As a result, RBCO operations during
1998 reflect six months of activity, whereas operations for 1999 represent an
entire year. RBCO operations during the year ended December 31, 1999 showed
significant improvement in investment banking and commission revenues. The
enhanced performance in investment banking operations was primarily due to a
$544 million initial public offering for a large financial institution. The
improvement in commission revenues reflects fees from the brokerage operations
conducted in various BankAtlantic branches and income from Southeast Research
Group. Such brokerage operations began early in 1999 and the Southeast Research
Group was acquired by RBCO in June 1999. Principal transactions increased
significantly during 1999. The increase was primarily due to improved equity
trading results. The improvement in equity trading in 1999 was due to adverse
market conditions experienced during 1998. During the 1998 third quarter the
equity market declines reflecting concerns in Asia, Russia and Latin America and
various hedge-fund problems. Other revenues slightly increased during 1999
representing Mutual Fund and managed money fees.
39
<PAGE> 41
REAL ESTATE OPERATIONS
Gains on sales of real estate held for development and sale represents
the net profits on sales of real estate by SLWHC.
The increase in other income during the year ended December 31, 1999
resulted from higher equity earnings from real estate joint venture operations
and rental income from a nonresidential project which began operations during
1999. The improved equity earnings from joint venture operations resulted from
the sale of a joint venture property.
The increases in gains during 1998 compared to 1997 related to a full
year of operations in 1998 compared to only two months in 1997. Other income
during 1997 reflected the accretion of impact fees.
NON-INTEREST EXPENSE
A summary of non-interest expense follows:
<TABLE>
<CAPTION>
For the Year 1999 1998
Ended December 31, to to
------------------------------------- 1998 1997
1999 1998 1997 Change Change
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
EXPENSES FROM BANKING OPERATIONS
Employee compensation and benefits ........................ $ 39,206 $ 45,063 $ 37,666 $ (5,857) $ 7,397
Occupancy and equipment ................................... 21,512 20,518 17,693 994 2,825
Federal insurance premium ................................. 1,139 1,042 1,084 97 (42)
Advertising and promotion ................................. 2,113 4,749 2,188 (2,636) 2,561
Foreclosed asset activity, net ............................ (1,494) 754 82 (2,248) 672
Restructuring charges and write-downs ..................... 0 2,565 0 (2,565) 2,565
Pension curtailment gain, net ............................. 0 (3,128) 0 3,128 (3,128)
Amortization of cost over fair value of net assets acquired 2,840 2,770 2,508 70 262
Other ..................................................... 18,900 23,641 16,087 (4,741) 7,554
--------- --------- --------- --------- ---------
Non-interest expense .................................... 84,216 97,974 77,308 (13,758) 20,666
--------- --------- --------- --------- ---------
RBCO OPERATIONS
Employee compensation and benefits ........................ 34,777 11,673 0 23,104 11,673
Occupancy and equipment ................................... 2,910 926 0 1,984 926
Advertising and promotion ................................. 1,188 411 0 777 411
Amortization of cost over fair value of net assets acquired 1,161 541 0 620 541
Other ..................................................... 9,439 3,975 0 5,464 3,975
--------- --------- --------- --------- ---------
Non-interest expense ...................................... 49,475 17,526 0 31,949 17,526
--------- --------- --------- --------- ---------
REAL ESTATE OPERATIONS
Employee compensation and benefits ........................ 1,012 770 144 242 626
Advertising and promotion ................................. 724 589 15 135 574
Selling, general and administrative ....................... 4,352 3,806 255 546 3,551
--------- --------- --------- --------- ---------
Non-interest expense ...................................... 6,088 5,165 414 923 4,751
--------- --------- --------- --------- ---------
Total non-interest expenses .............................. $ 139,779 $ 120,665 $ 77,722 $ 19,114 $ 42,943
========= ========= ========= ========= =========
</TABLE>
BANKING OPERATIONS
The decrease in employee compensation and benefits during the year
ended December 31, 1999 compared to the same 1998 period resulted primarily from
the Company's December 1998 restructuring and the freezing of the defined
benefit pension plan during 1998. The Company's full time equivalent employees
for bank operations declined from 1,091 before the December 1998 restructuring
to 889 full time equivalent employees at December 31, 1999. Pension expense
during the year ended December 31, 1998 was $1.3 million compared to a recovery
for 1999 of $789,000 due to plan performance above actuarial estimates.
40
<PAGE> 42
The increase in employee compensation and benefits during the year
ended December 31, 1998 compared to the same 1997 period primarily resulted
from:
(1) the hiring in 1998 of over 100 new officers and employees to
establish, expand and reorganize departments including small
business, trade finance, capital markets, sales management,
telebanking, direct consumer lending, retail delivery, cash
management, government trading, and loan syndications,
(2) the opening of ten new full service branches including five in
the Tampa Bay market and
(3) annual salary and benefit increases.
Occupancy and equipment expenses increased during each of the years in
the three year period ended December 31, 1999. The increase in occupancy and
equipment expenses during the year ended December 31, 1999 compared to 1998
primarily resulted from the expanded ATM network causing higher equipment rental
and repair and maintenance expenses.
The increase in occupancy and equipment expenses during the year ended
December 31, 1998 compared to 1997 primarily resulted from:
(1) a significant increase in depreciation expense,
(2) an increase in rent expense, and
(3) higher repairs and maintenance expenses.
These additional expenses were the result of:
(1) an expanded branch and ATM network, and
(2) technology expenditures to support a larger organization.
The significantly higher advertising expense during the year ended
December 31, 1998 compared to the years ended December 31, 1999 and 1997
reflected:
(1) the introduction of BankAtlantic's new corporate logo using a
TV identity campaign,
(2) costs to launch BankAtlantic's new products, and
(3) promotions to introduce BankAtlantic's new branches in
Miami-Dade County and the Tampa Bay market.
The components of "Foreclosed asset activity, net" were:
<TABLE>
<CAPTION>
For the Year
Ended December 31,
---------------------------------------
(In Thousands) 1999 1998 1997
------- -------- ------
<S> <C> <C> <C>
REAL ESTATE ACQUIRED IN SETTLEMENT OF LOANS AND
TAX CERTIFICATES:
Operating expenses, net $ 331 $ 651 $ 492
Provision for (reversal of) losses on REO 340 1,115 (56)
Net gains on sales (2,165) (1,012) (354)
------- -------- ------
(Income) loss $(1,494) $ 754 $ 82
======= ======== ======
</TABLE>
The gain in foreclosed asset activity, during the year ended December
31, 1999 compared to the 1998 loss resulted from:
(1) a $1.3 million gain from the sale of one parcel of previously
foreclosed commercial real estate property.
(2) a $316,000 gain on the sale of foreclosed property acquired in
connection with the 1996 acquisition of Bank of North America.
(3) gains on the sales of residential REO and property acquired
through tax certificate operations,
(4) lower operating expenses from foreclosed asset activity
reflecting the sale of properties, and
(5) a decrease in provision for REO losses due to a decline in
foreclosed REO properties.
41
<PAGE> 43
The loss in foreclosed asset activity, net during the year ended
December 31, 1998 compared to 1997 resulted from:
(1) higher charge-offs of residential real estate owned acquired
on defaulted loans generally reflecting higher residential
loan balances
(2) charge-offs of commercial non-residential real estate acquired
through tax deed, and
(3) additional operating expenses due to a larger number of
residential loans foreclosed and disposed of during the year.
The additional charge-offs during 1998 were partially offset by gains
on the sale of residential and commercial real estate owned. For further
discussion, see "Provision for Loan Losses and Provision for (Reversal of)
Losses on Real Estate Owned."
During the fourth quarter of 1998, the Company restructured its
operations as part of a year long efficiency study conducted by an outside
consulting firm. Included in the restructuring was the elimination of indirect
consumer loan originations, the closing and merging of branches and the
consolidation of mortgage banking operations in the Tampa Bay market to a
centralized processing operation. The restructuring reduced the Company's number
of full time employees by approximately 115. Included in the restructuring
charge was:
(1) employee severance and benefits,
(2) write-downs of assets associated with facility closures, and
(3) liabilities established for lease contracts on closed
branches.
The restructuring charges were established effective December 31, 1998.
At December 31, 1999, all amounts had been paid except for estimated future
lease payments on closed branches. There have been no subsequent adjustments
made to the initial restructuring charges at December 31, 1998.
At December 31, 1998 the Company froze the benefits relating to its
defined benefit pension plan. All employees were vested based on their years of
service. Employees will not receive any further credit for future services while
the plan is frozen. The freezing of the plan and the termination of employees
resulted in a net pension curtailment gain at December 31, 1998.
The decreased other non-interest expenses during the year ended
December 31, 1999 compared to 1998 reflects lower operating expenses resulting
primarily from the December 1998 restructuring and management's continuing focus
on expense reduction. As a consequence of the above, the Company experienced a
significant decrease in the following categories:
(1) stationery, printing and supplies,
(2) corporate legal,
(3) charitable contributions
(4) postage, and
(5) consulting.
The above declines in other expenses were partially offset by higher
ATM expenses due to the expanded ATM network.
The increased other non-interest expenses during the year ended
December 31, 1998 compared to 1997 reflected the expanded branch network, and
the increased number of departments and personnel. As a consequence of the 1998
expansion, the Company experienced a significant increase in the following
expense categories:
(1) stationery printing and supplies,
(2) telephone,
(3) ATM ,
(4) legal,
(5) postage,
(6) local tangible taxes, and
(7) Federal Reserve charges.
42
<PAGE> 44
The increase in amortization of cost over fair value of net assets
acquired during the year ended December 31, 1999 and 1998 compared to the 1997
period related to the acquisition of LTI effective March 1, 1998.
RBCO NON-INTEREST EXPENSES
RBCO was acquired on June 30, 1998. As a result, RBCO operations during
1998 reflects six months of activity, whereas operations for 1999 represents an
entire year. Compensation and benefit expenses were affected by commissions and
bonuses associated with the public offering for a large financial institution
and salaries associated with the expansion of business activities. The expansion
of business activities includes the diversification into the healthcare,
consumer and technology industries, the expansion of investment banking
activities, expansion of retail operations into BankAtlantic branches and the
acquisition of the Southeast Research Group.
The increases in occupancy and equipment, advertising and other
expenses during the year ended December 31, 1999 compared to the same 1998
period resulted from the expansion of business activities mentioned above.
The higher amortization of cost over fair value of net assets acquired
relates to the acquisition of RBCO on June 30, 1998 and the acquisition of the
Southeast Research Group on June 28, 1999.
REAL ESTATE OPERATIONS NON-INTEREST EXPENSES
The increase in employee compensation and benefits resulted from
bonuses associated with gains on sales of real estate held for development and
sale. Gains on real estate sales increased 50% during the year ended December
31, 1999 compared to the same 1998 period.
The increase in selling, general and administrative expenses during the
year ended December 31, 1999 compared to the same 1998 period resulted from
higher real estate taxes reflecting the purchase of additional land during 1999
and higher consulting fees. Included in selling, general and administrative
expenses during the year ended December 31, 1999 was $600,000 of consulting fees
paid to the Abdo Companies, Inc., an affiliate of the Company compared to
$200,000 of consulting fees paid to the same party during 1998. Additionally,
included in selling, general and administrative expenses during the year ended
December 31, 1999 were $111,000 of management fees paid to BFC Financial
Corporation, an affiliate of the Company for work associated with assistance
rendered by BFC to BDC whereby no fees were paid to them during 1998.
Selling, general and administrative expenses were mainly real estate
taxes on developed land and consulting fees during the year ended December 31,
1998. The increase in 1998 related to a full year of activity in 1998 compared
to only 2 months in 1997.
43
<PAGE> 45
DISCONTINUED OPERATIONS
Effective December 31, 1998, the Company began implementing its plan to
exit the MSB. Activity in the allowance established for exiting the MSB and the
operations activity from the measurement date through December 31, 1999 was as
follows:
<TABLE>
<CAPTION>
Balance At Amount Change Balance At
December 31, Written in December 31,
(In Thousands) 1998 Down/Paid Estimats 1999
------------ --------- -------- ------------
<S> <C> <C> <C> <C>
Employee severance and benefits ...................... $ 925 $ 802 $ 210 $ 333
Provision for servicing contract cancellation ........ 900 725 (175) 0
Fixed asset write-downs .............................. 430 264 (166) 0
Estimated cost to sell MSR ........................... 3,600 1,566 (1,768) 266
Anticipated loss from operations through disposal date 4,145 2,571 (1,448) 126
------- ------- ------- -------
Total .............................................. $10,000 $ 5,928 $(3,347) $ 725
======= ======= ======= =======
</TABLE>
The remaining allowance at December 31, 1999 represents estimated costs
to:
(1) provide the purchaser of the servicing portfolio with missing
loan file documentation,
(2) complete the 1999 information reporting on mortgage loans to
the Internal Revenue Service, and
(3) pay probable potential claims associated with loan servicing
operations in prior periods.
44
<PAGE> 46
MORTGAGE-BACKED SECURITIES AND INVESTMENT SECURITIES
During the year ended December 31, 1999 and 1998, the Company purchased
and sold the following securities from the available for sale portfolio: (in
thousands)
<TABLE>
<CAPTION>
Purchases (1) Sales (1)
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Loan securitizations ........................... $ 44,318 $ 0 $ 30,649 $ 0
======== ======== ======== ========
7 year balloon mortgage-backed securities ...... 0 0 0 127,915
5 year balloon mortgage-backed securities ...... 0 0 0 27,151
Real estate mortgage investment conduit ........ 611,158 324,020 0 0
U.S. treasury notes ............................ 89,647 176,605 59,005 181,558
Corporate bonds ................................ 0 0 0 9,977
Repurchase agreements .......................... 0 62,000 0 0
-------- -------- -------- --------
Total fixed rate securities ............... 700,805 562,625 59,005 346,601
5-1 adjustable rate mortgage-backed securities . 0 127,125 137,987 253,129
3-1 adjustable rate mortgage-backed securities . 21,519 214,865 0 103,183
-------- -------- -------- --------
Total adjustable rate mortgage-backed securities 21,519 341,990 137,987 356,312
-------- -------- -------- --------
Marketable equity securities ................... 5,339 11,830 2,413 675
-------- -------- -------- --------
Total securities available for sale activity $727,663 $916,445 $199,405 $703,588
======== ======== ======== ========
</TABLE>
(1) Purchases and sales are stated at cost.
Other investment activity during 1998 included the purchase of $1.6
million of marketable equity trading securities and the sale of $7.8 million of
these securities for a $898,000 gain. Other investment activity during 1997
included the purchase of $6.2 million of marketable equity trading securities
and the sale of $2.9 million of these securities for a $2.4 million gain. There
was no purchase or sale of trading securities by BankAtlantic during the year
ended December 31, 1999.
BankAtlantic purchased and sold the above available for sale securities
during 1999 and 1998 in order to react to changes in the interest rate
environment during 1999 and 1998. Additionally, BankAtlantic securitized loans
purchased in bulk for resale.
During the year ended December 31, 1998 BankAtlantic began trading
government securities and realized a $62,000 gain. During the year ended
December 31, 1999 BankAtlantic expanded its proprietary trading activities
beyond trading in government securities to include trading in options and future
contracts on U.S. Treasury Notes and Bonds as well as Eurodollar time deposits
that settle in three months or less. The Company recognized a $82,000 loss on
trading activities during the year ended December 31, 1999.
During the last quarter of 1998, investments in two marketable equity
securities available for sale were written down by $2.1 million. The write-downs
were made due to significant declines in the market value of the securities.
These declines were considered other than temporary due to the magnitude and
length of time of the decline and the financial condition and the near term
prospects for the issuers of the securities. The Company did not have any
similar write-downs during the year ended December 31, 1999.
45
<PAGE> 47
A summary of the cost and gross unrealized appreciation or depreciation
of estimated fair value compared to cost of tax certificates and other
securities, mortgage-backed securities available for sale, and securities
available for sale, follows (in thousands):
<TABLE>
<CAPTION>
December 31, 1999
----------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Appreciation Depreciation Fair Value
---------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
Tax certificates and other securities:
Cost equals market ......................... $113,000 $ 0 $ 0 $113,000
Investment securities available for sale:
Market over cost ........................... 10,784 2,985 0 13,769
Cost over market ........................... 38,285 0 1,118 37,167
Mortgage-backed securities available for sale:
Market over cost ........................... 916 29 0 945
Cost over market ........................... 812,223 0 45,796 766,427
-------- -------- -------- --------
Total .............................. $975,208 $ 3,014 $ 46,914 $931,308
======== ======== ======== ========
</TABLE>
At December 31, 1999 and 1998 all mortgage-backed and investment debt
securities, excluding tax certificates, were available for sale. The
composition, yields and maturities of securities were as follows (in thousands):
<TABLE>
<CAPTION>
U.S. Corporate
Treasury Mortgage Asset Bond Weighted
and Investment Backed Backed and Average
Agencies Securities Securities Securities Other Total Yield
-------- ---------- ---------- ---------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1999
MATURITY: (1)
One year or less ........... $ 5,186 $ 66,310 $ 9,456 $ 0 $ 0 $ 80,952 9.09%
After one through five years 25,438 25,266 9,636 0 2,093 62,433 7.81
After five through ten years 0 0 11,524 0 0 11,524 5.70
After ten years ............ 0 0 736,756 0 0 736,756 6.48
-------- -------- -------- -------- -------- -------- ----
Fair values (2) (3) ........... $ 30,624 $ 91,576 $767,372 $ 0 $ 2,093 $891,665 6.80%
======== ======== ======== ======== ======== ======== ====
Amortized cost (2) (3) ........ $ 30,632 $ 91,576 $813,139 $ 0 $ 2,322 $937,669 6.47%
======== ======== ======== ======== ======== ======== ====
Weighted average yield based
on fair value ............. 6.00% 9.79% 6.46% 0.00% 13.44% 6.80%
Weighted average maturity ..... 1.68 years 2.0 years 18.25 years 0 years 3.0 years 15.9 years
-------- -------- -------- -------- -------- --------
DECEMBER 31, 1998
Fair value (2) (3) ............ $ 5,041 $ 51,811 $573,402 $ 0 $ 1,980 $632,234 5.93%
======== ======== ======== ======== ======== ======== ====
Amortized cost (2) (3) ........ $ 4,992 $ 51,811 $571,177 $ 0 $ 2,342 $630,322 6.42%
======== ======== ======== ======== ======== ======== ====
DECEMBER 31, 1997
Fair value .................... $ 20,054 $ 55,213 $576,117 $ 3,176 $ 2,980 $657,540 6.31%
======== ======== ======== ======== ======== ======== ====
Amortized cost ................ $ 19,959 $ 55,213 $574,767 $ 3,194 $ 3,270 $656,403 6.35%
======== ======== ======== ======== ======== ======== ====
</TABLE>
- -------------
(1) Maturities are based on contractual maturities. Tax certificate
maturities are based on historical repayment experience and
BankAtlantic's charge-off policies since tax certificates do not have
contractual maturities.
(2) Equity securities with a cost of $37.5 million, $13.2 million and $5.1
million and a fair value of $39.6 million, $17.1 million and $5.2
million at December 31, 1999, 1998 and 1997, respectively were excluded
from the above table.
(3) Trading securities of $23.3 million, $30.0 million and $5.1 million for
1999, 1998 and 1997, respectively, were excluded from the above table.
46
<PAGE> 48
Activity in the allowance for tax certificate losses was (in
thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------
1999 1998 1997
------ ------ -------
<S> <C> <C> <C>
Balance, beginning of period $1,020 $ 949 $ 1,466
Charge-offs (820) (976) (1,444)
Recoveries 876 813 1,025
------ ------ -------
Net (charge-offs) recoveries 56 (163) (419)
(Reversals) provision charged to operations 428 234 (98)
------ ------ -------
Balance, end of period $1,504 $1,020 $ 949
====== ====== =======
Average yield on tax certificates at period end 9.79% 10.24% 9.95%
====== ====== =======
</TABLE>
SEGMENT REPORTING - CONTINUING OPERATIONS
Operating segments are determined by the type of business activity from
which revenues and expenses are incurred, products or services offered and the
internal reporting reviewed by management and by business activity for which
discrete financial information is available. Reportable segments consist of one
or more operating segments with similar economic characteristics, products and
services, production processes, types of customer, distribution systems and
regulatory environments. The information provided for Segment Reporting is based
on internal reports utilized by management. Interest expense and certain revenue
and expense items are allocated to the various segments as interest expense and
overhead. The presentation and allocation of interest expense and overhead and
the net contribution calculated under the management approach may not reflect
the actual economic costs, contribution or results of operations of the unit as
a stand alone business as it is based on information developed solely for the
benefit of management. If a different basis of allocation was utilized, the
relative contributions of the segments might differ but the relative trends in
segments would, in management's view, likely not be impacted. The reports
utilized by management are prepared specifically to track trends and changes in
these operating segments. (See "Business Segments" for a further discussion on
Segments.)
<TABLE>
<CAPTION>
(in thousands) For the Year Ended December 31,
-------------------------------------
<S> <C> <C> <C>
NET CONTRIBUTION AFTER INCOME TAXES 1999 1998 1997
-------- -------- ------
Bank investment operations - wholesale residential $ 9,302 $ 6,549 $ 4,804
Bank investment operations - other 6,890 448 3,845
Bank loan operations - retail products (9,019) (5,622) 3,263
Bank loan operations - commercial products 19,010 8,166 11,711
Real estate operations 2,035 913 27
Investment banking operations 574 (268) 8
-------- -------- -------
Net contribution $ 28,792 $ 10,186 $23,658
======== ======== =======
</TABLE>
BANK INVESTMENT OPERATIONS
The net contribution from bank investment operations - wholesale
residential increased in each of the years in the three year period ended
December 31, 1999. The improvement in net contribution during 1999 compared to
1998 reflected lower interest expense and overhead allocated to the segment, a
decline in premium amortization and a lower provision for loan losses. The
decline in the provision for loan losses reflected a decline in loan balances in
the segment.
The lower interest expense and overhead allocation was caused by a
decline in total assets and lower bank operations overhead. The decline in bank
operation overhead resulted from the December 1998 corporate restructuring and
managements focus on expense reductions during the year ended December 31, 1999.
The reduction in premium amortization reflected a decline in loan
payoffs and curtailments due to the increasing interest rates environment during
1999.
47
<PAGE> 49
The improvement in net contribution during 1998 compared to 1997
resulted from gains on sales of purchased wholesale residential loans while no
wholesale residential loans were sold during 1997 and an increased net interest
margin resulting from purchases of wholesale residential loans and significant
asset growth during 1998 compared to 1997. The growth of average assets of the
segment out paced its allocated interest expense and overhead.
Such increase was partially offset in 1998 by depreciation and
amortization expense which increased significantly during 1998 compared to 1997
due to accelerated premium amortization on the wholesale residential loan
portfolio as a result of increased actual and anticipated prepayments due to the
declining interest rate environment.
Bank investment operations - other net contribution increased in 1999
due to improvements in the net interest margin resulting from significant
purchases of REMIC securities available for sale and bank operations expense
reductions mentioned above.
The bank investment operations - other net contribution declined during
the year ended December 31, 1998 compared to the same 1997 period reflecting an
other than temporary write-down in the value of certain securities available for
sale in 1998 and lower levels of trading gains during 1998 compared to 1997.
BANK LOAN OPERATIONS
The net contribution from bank loan operations - retail products
significantly decreased during each of the years in the three year period ended
December 31, 1999. The primary reasons for the decline in net contribution
during the periods was significant increases in the provisions for loans losses
for small business and indirect consumer loans. The increased charge-offs and
deteriorating delinquency trends resulted in significant increases in the
allowance for loan losses during 1999. Furthermore, the decline in segment
assets reflects the Company's decision to cease the origination of indirect
automobile loans in December 1998 and a significant reduction in small business
fundings during 1999 compared to 1998.
The net contribution from bank loan operations - commercial products
increased during the year ended December 31, 1999 compared to the same 1998
period. The increase resulted from an improvement in the net margin due to loan
growth and the reduction in bank overhead discussed above. The increase in
segment assets was primarily due to loan growth. The segment experienced
improvement in the provision for loan losses based on improved charge-off and
delinquency trends and in non-interest income due to loan extension and
prepayment fees.
The net contribution from bank loan operations - commercial products
decreased during the year ended December 31, 1998 compared to 1997. The primary
reasons for the decline in net contribution during 1998 compared to 1997 was an
increased provision for loan losses relating to lower loan recoveries and a
growing loan portfolio. In addition, net interest margin was impacted by a
decline in the prime rate during 1998 whereby interest expense and overhead did
not decline by the same rate.
REAL ESTATE OPERATIONS
Real estate operations primarily related to the activities of SLWHC
which was acquired on October 31, 1997. The increase in net contribution during
the year ended December 31, 1999 compared to the same 1998 period resulted from
additional gains on the sales of real estate during 1999 and increased equity in
earnings from joint venture operations. The increase in segment assets at
December 31, 1999 compared to 1998 primarily resulted from the December, 1999
Levitt acquisition.
The increase in net contribution during the year ended December 31,
1998 compared to 1997 resulted from a full year of operations being included in
1998 compared to only two months in 1997.
INVESTMENT BANKING OPERATIONS
Investment banking operations primarily relates to the operations of
RBCO. RBCO was acquired on June 30, 1998. The improvement in net contribution
during 1999 compared to 1998 reflected enhanced revenues from investment
banking, principal transactions, and commissions partially offset by higher
compensation and operating expenses. The enhanced revenue and higher operating
expenses reflected a significant expansion of RBCO activities during 1999.
48
<PAGE> 50
FINANCIAL CONDITION
The Company's total assets at December 31, 1999 and 1998 were $4.2
billion and $3.8 billion, respectively. The increase in total assets primarily
resulted from increased:
(1) securities available for sale from the purchase of
REMIC securities,
(2) real estate held for development and sale and joint
venture balances due to the Levitt acquisition and
additional investments in SLWHC and joint ventures
(3) deferred tax asset due to the Levitt acquisition,
(4) Investment securities resulting from increased tax
certificate balances and investments in
internet-based companies.
The above increases in total assets were partially offset by:
(1) the sale of the mortgage servicing portfolio as part
of the Company's plan to dispose of its MSRs,
(2) a decline in RBCO trading portfolio and
(3) lower cash balances.
The Company's total liabilities at December 31, 1999 and 1998 were $3.9
billion and $3.5 billion, respectively.
The increase in total liabilities primarily resulted from increased:
(1) deposits reflecting the increased brokered deposits
and public funds,
(2) FHLB advance balances used to fund the purchase of
securities available for sale,
(3) securities sold under agreements to repurchase to
fund loan growth, and purchase of investment
securities and securities available for sale, and
(4) notes payable resulting from the acquisition of
Levitt and additional investments at SLWHC
The above increases in total liabilities were partially offset by
declines in advances by borrowers for taxes and insurance and other liabilities
resulting from the disposal of the MSB. In addition, federal funds purchased
declined due to the Company using alternative borrowing sources noted above.
OFF-BALANCE SHEET RISK
In the normal course of its business, BankAtlantic is a party to
financial instruments with off-balance-sheet risk when appropriate in order to
meet the financing needs of its customers. These financial instruments include
commitments to extend credit and standby and documentary letters of credit.
Those instruments involve, to varying degrees, elements of credit risk.
BankAtlantic's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit and
standby letters of credit written is represented by the contractual amount of
those instruments. BankAtlantic uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet
instruments.
49
<PAGE> 51
Financial instruments with off-balance sheet risk at December 31, 1999
were (in thousands):
<TABLE>
<CAPTION>
Weighted
Average
Fixed Floating Interest
Rate Rate Rate
------------- ------------- --------------
<S> <C> <C> <C>
Commitments to extend credit including the undisbursed
portion of loans in process ........................ $8,840 $359,249 8.72%
</TABLE>
In addition, BankAtlantic extends letters of credit to its commercial
customers. At December 31, 1999, BankAtlantic had $152.7 million of letters and
lines of credit outstanding. BankAtlantic receives an annual commitment fee on
outstanding letters of credit.
PRINCIPAL REPAYMENTS -- The following table sets forth the scheduled
contractual principal repayments at maturity dates of BankAtlantic's loan
portfolios and securities available for sale at December 31, 1999. As of
December 31, 1999, the total amount of principal repayments on loans and
securities available for sale contractually due after December 31, 2000 was $3.2
billion, $2.4 billion having fixed interest rates and $823 million having
floating or adjustable interest rates.
<TABLE>
<CAPTION>
Outstanding
on
December 31, For the Period Ending December 31,(1)
------------- ---------------------------------------------------------------------------
(IN THOUSANDS) 1999 2000 2001-2002 2003-2007 2008-2012 2013-2017 2018
---------- ---------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Commercial real estate ... $ 329,602 $ 74,208 $ 92,314 $ 138,277 $ 16,184 $ 7,721 $ 898
Residential real estate .. 1,408,469 488 6,188 18,577 34,211 253,234 1,095,771
Real estate construction . 634,382 200,420 316,022 117,557 0 383 0
Consumer (2) ............. 247,642 9,437 59,698 93,796 23,139 61,318 254
Commercial business (5) .. 376,812 267,850 79,258 29,663 13 28 0
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LOANS (3) ........ $2,996,907 $ 552,403 $ 553,480 $ 397,870 $ 73,547 $ 322,684 $1,096,923
========== ========== ========== ========== ========== ========== ==========
TOTAL SECURITIES AVAILABLE
FOR SALE (3)(4) ........ $ 818,308 $ 32,861 $ 33,310 $ 3,889 $ 60,676 $ 384,324 $ 303,248
========== ========== ========== ========== ========== ========== ==========
</TABLE>
- -------------
(1) Does not include banker's acceptances, deductions for undisbursed
portion of loans in process, deferred loan fees, unearned discounts and
allowances for loan losses.
(2) Includes second mortgage loans and lease financing.
(3) Actual principal repayments may differ from information shown above.
(4) Includes in 1999 marketable equity securities available for sale of
$18.2 million .
(5) Includes due from foreign banks.
LOAN CONCENTRATION -- BankAtlantic's geographic loan concentration at
December 31, 1999 was:
Florida ..................................... 48%
California .................................. 8%
Northeast.................................... 11%
Other........................................ 33%
---
Total...................................... 100%
===
The loan concentration for BankAtlantic's originated portfolio is
primarily in Florida where economic conditions have generally remained stable
during the three years ended December 31, 1999. The concentration in California,
the Northeast, and other locations primarily relates to purchased wholesale
residential real estate loans.
50
<PAGE> 52
Loan maturities and sensitivity of loans to changes in interest rates
for commercial business and real estate construction loans at December 31, 1999
were (in thousands):
<TABLE>
<CAPTION>
Commercial Real Estate
Business Construction Total
---------- ------------ --------
<S> <C> <C> <C>
One year or less ...................... $324,194 $375,808 $700,002
Over one year, but less than five years 18,526 1,727 20,253
Over five years ....................... 4,272 0 4,272
-------- -------- --------
$346,992 $377,535 $724,527
======== ======== ========
DUE AFTER ONE YEAR:
Pre-determined interest rate .......... $ 22,798 $ 1,727 $ 24,525
Floating or adjustable interest rate .. 0 0 0
-------- -------- --------
$ 22,798 $ 1,727 $ 24,525
======== ======== ========
</TABLE>
DEPOSITS -- Deposit accounts consisted of the following (in thousands):
December 31,
---------------------------------------
1999 1998 1997
--------- ---------- ---------
Interest free checking ........... $ 221,498 $ 235,124 $ 162,788
Interest bearing deposits:
Insured money fund savings (1) . 368,968 421,978 289,413
NOW account .................... 215,953 234,185 223,679
Savings account (1) ............ 115,228 127,747 262,685
Time deposits less than $100,000 570,369 582,225 648,906
Time deposits $100,000 and over 535,876 324,513 176,262
--------- --------- ----------
Total.................. $2,027,892 $1,925,772 $1,763,733
========== ========== ==========
(1) During 1998, the Company streamlined its deposit products, shifting
savings accounts with large balances to the insured money fund savings
category.
Time deposits $100,000 and over had the following maturities (in
thousands):
December 31,
1999
------------
Less than 3 months ....................... $107,636
3 to 6 months ............................ 189,021
6 to 12 months ........................... 192,720
More than 12 months ...................... 46,499
--------
Total .......................... $535,876
========
BankAtlantic solicits deposits through advertisements in newspapers and
magazines of general circulation and on radio, television and the internet. Most
of its depositors are residents of Miami-Dade, Broward, and Palm Beach Counties,
Florida at least part of the year. BankAtlantic at December 31, 1999 had $159.0
million and $158.5 million of brokered time deposits and State of Florida public
deposits. RBCO acted as principal agent for $145.3 million of the brokered
deposits. Additionally, BankAtlantic has several facilities for brokered
certificates of deposit. These facilities are considered an alternative source
of borrowings.
51
<PAGE> 53
The stated rates and balances at which BankAtlantic paid interest on
deposits were (dollars in thousands):
<TABLE>
<CAPTION>
December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Interest free checking ................................. $ 221,498 $ 235,124 $ 162,788
Insured money fund savings: 4.29% at December 31,
1999, 3.86% at December 31, 1998, and 3.90% at
December 31, 1997 .................................... 368,968 421,978 289,413
NOW accounts: 1.00% at December 31, 1999, 1.00 % at
December 31, 1998, and 2.20% at December 31, 1997, ... 215,953 234,185 223,679
Savings accounts: 1.06% at December 31, 1999, 1.06%
at December 31, 1998, and 2.04% at December 31, 1997 . 115,228 127,747 262,685
---------- ---------- ----------
Total non-certificate accounts ......................... 921,647 1,019,034 938,565
---------- ---------- ----------
Certificate accounts:
0.00% to 4.00% ....................................... 82,359 77,146 14,275
4.01% to 5.00% ....................................... 360,669 238,943 37,803
5.01% to 6.00% ....................................... 594,507 521,570 184,800
6.01% to 7.00% ....................................... 47,852 52,937 493,845
7.01% and greater .................................... 10,919 11,478 90,882
---------- ---------- ----------
Total certificate accounts ............................. 1,096,306 902,074 821,605
---------- ---------- ----------
Total deposit accounts ................................. 2,017,953 1,921,108 1,760,170
---------- ---------- ----------
Interest earned not credited to deposit accounts ....... 9,939 4,664 3,563
---------- ---------- ----------
Total deposit accounts ....................... $2,027,892 $1,925,772 $1,763,733
========== ========== ==========
Weighted average stated interest rate on deposits at the
end of each period ................................... 3.67% 3.42% 3.70%
========== ========== ==========
</TABLE>
The amounts of scheduled maturities of certificate accounts were (in
thousands):
<TABLE>
<CAPTION>
Year Ending December 31,
--------------------------------------------------------------------------
December 31, 1999 2000 2001 2002 2003 2004 Thereafter
-------- -------- -------- -------- -------- ----------
<C> <C> <C> <C> <C> <C> <C>
0.00% to 4.00% .. $ 75,653 $ 5,655 $ 425 $ 201 $ 425 $ 0
4.01% to 5.00% .. 327,417 28,264 1,597 1,625 1,740 26
5.01% to 6.00% .. 538,896 40,246 8,001 5,167 1,975 222
6.01% to 7.00% .. 19,438 14,553 10,357 590 2,795 119
7.01% and greater 10,421 51 135 0 302 10
-------- -------- -------- -------- -------- --------
Total ....... $971,825 $ 88,769 $ 20,515 $ 7,583 $ 7,237 $ 377
======== ======== ======== ======== ======== ========
</TABLE>
The following table sets forth the deposit activities for the periods
indicated (in thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Net increase (decrease) before interest credited $ 34,370 $ 108,462 $(122,938)
Levitt deposits eliminated in consolidation .... (4,460) 0 0
Interest credited .............................. 72,210 53,577 53,754
--------- --------- ---------
Total increase (decrease) .......... $ 102,120 $ 162,039 $ (69,184)
========= ========= =========
</TABLE>
52
<PAGE> 54
Loans receivable composition, including mortgage-backed securities, at
the dates indicated was (dollars in thousands):
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------------- ------------------- ------------------- ------------------- ----------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LOANS RECEIVABLE:
REAL ESTATE LOANS:
Residential real estate... $ 0 0.00% $ 0 0.00% $ 37,813 1.98% $ 438,359 24.02% $157,361 28.99%
Purchased residential
real estate.............. 1,185,383 44.30 1,336,100 50.89 772,932 40.41 428,722 23.50 0 0.00
Residential real estate
held for sale............ 220,236 8.23 168,881 6.43 161,562 8.45 16,207 0.89 17,122 2.07
Construction and
development.............. 634,382 23.71 439,418 16.74 325,951 17.04 301,813 16.54 122,371 14.77
FHA and VA insured........ 2,850 0.11 487 0.02 1,025 0.05 4,013 0.22 5,183 0.63
Commercial real estate.... 307,931 11.51 341,738 13.02 378,718 19.80 427,235 23.41 350,256 42.27
Small business - real
estate................... 21,671 0.81 20,275 0.77 17,639 0.92 0 0.00 0 0.00
Other loans:
Second mortgage - direct. 85,936 3.21 60,403 2.30 65,810 3.44 86,234 4.73 63,052 7.61
Second mortgage - indirect 5,325 0.20 8,032 0.31 12,461 0.65 9,894 0.54 25,621 3.09
Commercial business....... 188,040 7.03 91,591 3.49 41,858 2.19 78,177 4.28 64,194 7.75
Small business -
non-mortgage............ 93,442 3.49 98,543 3.75 13,757 0.72 0 0.00 0 0.00
Lease finance............. 43,436 1.62 25,055 0.95 0 0.00 0 0.00 0 0.00
Due from foreign banks 51,894 1.94 27,293 1.04 12,256 0.64 0 0.00 0 0.00
Consumer - other direct 35,508 1.32 40,930 1.56 51,558 2.69 76,506 4.19 37,502 4.53
Consumer - other indirect. 120,873 4.51 212,571 8.09 204,689 10.70 172,056 9.43 96,042 11.59
---------- ------ ---------- ------ ---------- ------ ---------- ------ -------- ------
Total .............. 2,996,907 111.99 2,871,317 109.36 2,098,029 109.68 2,039,216 111.75 938,704 113.30
---------- ------ ---------- ------ ---------- ------ ---------- ------ -------- ------
Adjustments:
Undisbursed portion of
loans in process........... 286,608 10.71 218,937 8.34 163,237 8.53 190,874 10.45 89,896 10.85
Unearned discounts on
commercial real estate
loans...................... 235 0.01 286 0.01 669 0.03 705 0.04 793 0.10
Unearned discounts (premium)
on purchased real estate
and consumer loans......... (10,478) (0.39) (11,563) (0.44) (7,047) (0.37) (2,762) (0.15) 385 0.05
Allowance for loan losses... 44,450 1.66 37,950 1.45 28,450 1.49 25,750 1.41 19,000 2.30
---------- ------ ---------- ------ ---------- ------ ---------- ------ -------- ------
Total loans
receivable, net.. $2,676,092 100.00% $2,625,707 100.00% $1,912,720 100.00% $1,824,649 100.00% $828,630 100.00%
========== ====== ========== ====== ========== ====== ========== ====== ======== ======
MORTGAGE-BACKED SECURITIES:
FNMA mortgage backed
securities................ 63,481 8.27% 117,111 20.42% 207,738 36.06% 101,381 34.40% 132,554 22.18%
GNMA and FHLMC mortgage-
backed securities......... 13,361 1.74 149,743 26.12 368,379 63.94 193,35 65.60 465,197 77.82
FNMA real estate mortgage
investment conduits....... 70,580 9.20 32,980 5.75 0 0.00 0.00 0.00 0 0.00
FHLMC real estate mortgage
investment conduits........ 619,950 80.79 273,568 47.71 0 0.00 0.00 0.00 0 0.00
---------- ------ ---------- ------ ---------- ------ ---------- ------ -------- ------
Total mortgage-
backed securities(1) $ 767,372 100.00% $ 573,402 100.00% $ 576,117 100.00% $ 294,740 100.00% $597,751 100.00%
========== ====== ========== ====== ========== ====== ========== ====== ======== ======
Banker's acceptances....... $ 13,616 100.00% $ 9,662 100.00% $ 160,105 100.00% $ 207 100.00% $ 0 0.00%
========== ====== ========== ====== ========== ====== ========== ====== ======== ======
</TABLE>
(1) Includes net unrealized appreciation (depreciation) on mortgage-backed
securities available for sale of $(45.8) million, $2.1 million, $1.4
million, $851,000, and $8.8 million at December 31, 1999, 1998, 1997,
1996, and 1995, respectively.
53
<PAGE> 55
ASSET AND LIABILITY MANAGEMENT
BankAtlantic originates commercial real estate loans, commercial and
syndicated business loans, international loans, small business loans, and
consumer loans which generally have higher yields and shorter durations than
residential real estate loans. BankAtlantic originates residential loans with
both fixed and adjustable rates, however the majority of residential loans
originated are currently sold to correspondents. BankAtlantic also purchases
residential loans and participates in loan syndications with both fixed and
adjustable rates, which are retained for portfolio. Since these bulk loan
purchases are acquired periodically, management believes it is in a better
position (unlike the case of individual loan originations) to manage the
interest rate risk in the portfolio due to the size and generally homogeneous
nature of these purchases. BankAtlantic also purchases both performing and
nonperforming residential loans for resale in the secondary markets to other
financial institutions. BankAtlantic also acquires mortgage-backed securities
(including REMIC) and Treasury securities with intermediate terms. During recent
years in order to lower its cost of funds, BankAtlantic has not emphasized
certificates of deposit and seeks to generate low cost transaction accounts as
market opportunities allow; however, during 1999, BankAtlantic was able to
obtain brokered deposits at lower rates than in local markets. BankAtlantic also
increased its participation in the State of Florida's public funds program
because rates paid were lower than current certificate rates. See
"Mortgage-Backed Securities and Investment Securities." In managing its asset
and liabilities, management continually assesses:
(1) general economic conditions,
(2) the interest rate environment, and
(3) the yields and credit risk associated with alternative investments.
MARKET RISK
Market risk is defined as the risk of loss arising from adverse changes
in market valuations which arise from interest rate risk, foreign currency
exchange rate risk, commodity price risk, and equity price risk. The Company's
primary market risk is interest rate risk and its secondary market risk is
equity price risk.
EQUITY PRICE RISK
The Company (including RBCO) maintains a portfolio of trading and
available for sale securities which subjects the Company to equity pricing
risks. The change in fair values of equity securities represents instantaneous
changes in all equity prices segregated by trading, securities sold not yet
purchased and available for sale securities. The following are hypothetical
changes in the fair value of the Company's trading and available for sale
securities at December 31, 1999 based on percentage changes in fair value.
Actual future price appreciation or depreciation may be different from the
changes identified in the table below.
Available
Percent Trading for Sale Securities
Change in Securities Securities Sold Not
Fair Fair Fair Yet Dollar
Value Value Value Purchased Change
--------- ------- ----------- --------------- ------
(DOLLARS IN THOUSANDS)
20 % $27,973 $21,863 $3,155 $ 8,832
10 % $25,642 $20,041 $2,892 $ 4,416
0 % $23,311 $18,219 $2,629 $ 0
(10)% $20,980 $16,397 $2,366 $(4,416)
(20)% $18,649 $14,575 $2,103 $(8,832)
BankAtlantic expanded its proprietary trading group during 1999. Their
activities included trading in options and future contracts on U.S. Treasury
Notes and Bonds as well as Eurodollar time deposits that settle in three months
or less. Eurodollar time deposits are indexed to the LIBOR interest rate. In
addition, RBCO is a market maker in equity securities which could, from time to
time require RBCO to hold securities during declining markets. The Company
attempts to manage its equity price risk by
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<PAGE> 56
maintaining a relatively small portfolio of securities and evaluating equity
securities as part of the Company's overall asset and liability management
process.
INTEREST RATE RISK
The majority of the Company's assets and liabilities are monetary in
nature subjecting the Company to significant interest rate risk. The Company has
developed a model using standard industry software to quantify its interest rate
risk. A sensitivity analysis was performed measuring the Company's potential
gains and losses in net portfolio fair values of interest rate sensitive
instruments at December 31, 1999 resulting from a change in interest rates.
Interest rate sensitive instruments included in the model were:
o loan portfolio,
o debt securities available for sale,
o investment securities,
o FHLB stock,
o Federal Funds sold,
o deposits,
o advances from FHLB,
o securities sold under agreements to repurchase,
o Federal Funds purchased,
o Subordinated Debentures, notes and bonds payable, Trust
o Preferred Securities, and off-balance sheet loan
o commitments.
The Company has no off-balance sheet derivatives other than fixed rate loan
commitments aggregating $8.8 million at December 31, 1999.
The model calculates the net potential gains and losses in net
portfolio fair value by:
(i) discounting anticipated cash flows from existing
assets, liabilities and off-balance sheet contracts
at market rates to determine fair values at December
31, 1999,
(ii) discounting the above expected cash flows based on
instantaneous and parallel shifts in the yield curve
to determine fair values,
(iii) the difference between the fair value calculated in
(i) and (ii) is the potential gains and losses in net
portfolio fair values.
Management has made estimates of fair value discount rates that it
believes to be reasonable. However, because there is no quoted market for many
of these financial instruments, management has no basis to determine whether the
fair value presented would be indicative of the value negotiated in an actual
sale. BankAtlantic's fair value estimates do not consider the tax effect that
would be associated with the disposition of the assets or liabilities at their
fair value estimates.
The prepayment assumptions used in the model are disclosed in
BankAtlantic's Cumulative Rate Sensitivity GAP at December 31, 1999.
Subordinated debentures, notes and bonds payable and Trust Preferred Securities
were valued for this purpose based on their contractual maturities or redemption
date. The Company's interest rate risk policy has been approved by the Board of
Directors and establishes guidelines for tolerance levels for net portfolio
value changes based on interest rate volatility. Management has maintained the
portfolio within these established tolerances.
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<PAGE> 57
Presented below is an analysis of the Company's interest rate risk at
December 31, 1999. The table measures changes in net portfolio value for
instantaneous and parallel shifts in the yield curve in 100 basis point
increments up or down.
Net
Portfolio
Changes Value Dollar
in Rate Amount Change
------- --------- ---------
(Dollars in Thousands)
+200 bp $249,790 $(98,884)
+100 bp $297,870 $(50,804)
0 bp $348,674 $ 0
-100 bp $381,219 $ 32,545
-200 bp $362,742 $ 14,068
Certain assumptions by the Company in assessing the interest rate risk
were utilized in preparing the preceding table. These assumptions related to:
o interest rates,
o loan prepayment rates,
o deposit decay rates,
o market values of certain assets under various interest rate
scenarios, and
o repricing of certain borrowings
It was also assumed that delinquency rates would not change as a result
of changes in interest rates although there can be no assurance that this would
be the case. Even if interest rates change in the designated increments, there
can be no assurance that the Company's assets and liabilities would perform as
indicated in the table above. In addition, a change in U.S. Treasury rates in
the designated amounts, accompanied by a change in the shape of the yield curve
could cause significantly different changes to the fair values than indicated
above. Furthermore, the result of the calculations in the preceding table are
subject to significant deviations based upon actual future events, including
anticipatory and reactive measures which the Company may take in the future.
INTEREST RATE SENSITIVITY
BankAtlantic's profitability is dependent to a large extent on its net
interest income, which is the difference between its interest income on its
interest-earning assets and its interest expense on its interest-bearing
liabilities. Like most financial institutions, changes in general interest rate
levels and other economic factors affect BankAtlantic's profitability. If there
is a mismatch between the dollar amount of repricing or maturing assets ( such
as loans) and liabilities (such as time deposits), a financial institution is
said to have an "interest rate sensitivity gap." A financial institution's
interest rate risk arises from an interest rate sensitivity gap. Financial
institutions measure this interest rate risk in terms of the ratio of the
interest rate sensitivity gap to the institution's total assets. If more assets
reprice or mature over a given time frame than liabilities, the financial
institution is considered "asset-sensitive." This risk is reflected as a
positive gap. Conversely, if more liabilities reprice or mature over a given
time frame than assets, the financial institution will be considered
"liability-sensitive." This risk is reflected as a negative gap.
An asset-sensitive position (i.e., a positive gap) will generally
enhance earnings in a rising interest rate environment (because more
interest-earning assets will be repriced or replaced at higher interest rates
than interest-paying liabilities). In a falling interest rate environment an
asset-sensitive position will generally negatively impact earnings (since more
interest-earning assets will be repriced or replaced at lower interest rates
than interest-bearing liabilities). Conversely, a liability-sensitive position
(i.e., a negative gap) will generally enhance earnings in a falling interest
rate environment (more interest-bearing liabilities are replaced or repriced at
lower rates than interest-earning assets) and negatively impact earnings in a
rising interest rate environment (more interest-bearing liabilities will be
replaced or repriced at higher rates than interest-earning assets).
At December 31, 1999, BankAtlantic had a one year negative cumulative
gap of 1.30%. This negative one year gap position may, as noted above, have a
negative impact on BankAtlantic's earnings in a rising interest rate
environment. However, it
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<PAGE> 58
is important to note that the Company makes a number of assumptions to calculate
its interest rate sensitivity gap. These assumptions relate to interest rates,
loan prepayment rates and deposit decay rates and the assumptions may not prove
to be correct. Accordingly, the Company's interest rate sensitivity gap may not
accurately reflect the impact of changes in interest rates on the Company's
profitability. In addition, management of BankAtlantic may take anticipatory or
reactive measures in response to changes in interest rates that are not
reflected in the interest rate sensitivity calculation. While BankAtlantic has
attempted to structure its asset and liability management strategies to mitigate
the impact on net interest income of changes in market interest rates, there is
no assurance that these strategies will be successful.
ADVERSE IMPACT OF ACCELERATED PREPAYMENTS ON NET INTEREST INCOME
Generally, as interest rates fall, loan prepayments accelerate. Due in
significant part to historically low interest rates during 1998, BankAtlantic
experienced a high volume of loan prepayments in its mortgage portfolio and in
its servicing portfolio during the year ended December 31, 1998. Those
prepayments adversely affected its results of operations during this period.
Prepayments in a declining interest rate environment reduce net interest income
and adversely impact earning due to accelerated amortization of loan premiums
and the yields earned on funds received from loan payoffs are reinvested at
lower rates than the existing portfolio. While BankAtlantic has exited the MSB,
significant loan prepayments in the future could have an adverse effect on
future earnings.
ADVERSE IMPACT OF RAISING INTEREST RATES ON LOANS HELD FOR SALE
Changes in general interest rate levels also impact the valuation of
the Company's assets and liabilities. The Company may be required under
generally accepted accounting principles to establish a valuation allowance to
reflect a decline in the market value of its assets as a result of changes in
interest rates. For the year ended December 31, 1999, BankAtlantic established a
lower of cost or market valuation allowance on its loans held for sale
portfolio. The Company's earnings could be adversely affected if interest rates
rise causing an increase in the loans held for sale valuation allowance.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE> 59
BANKATLANTIC'S CUMULATIVE RATE SENSITIVITY GAP AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
181
Days
0-90 91-180 to 1 1 - 3 3 - 5 5 - 10 10 - 20 >20
(Dollars in Thousands) Days Days Year Years Years Years Years Years Total
---------- --------- --------- -------- --------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Investment securities(5)(6).... $ 81,510 $ 18,010 $ 23,027 $ 25,439 $ 0 $ 0 $ 0 $ 0 $ 147,986
Conventional single
family (1)................... 26,180 25,752 49,645 177,485 140,572 454,621 6,735 143 881,133
Adjustable single family (2)... 120,108 91,023 253,759 27,210 12,111 23,125 0 0 527,336
Securities available for
sale-fixed rates (3)......... 48,643 34,201 56,294 214,292 157,665 173,071 0 0 684,166
Securities available for
sale floating rates (2)...... 64,412 1,631 3,095 10,457 8,029 28,299 0 0 115,923
Commercial real estate
loans (1).................... 26,222 15,635 17,833 64,422 110,664 32,024 0 0 266,800
Adjustable commercial
real estate loans (2)........ 653,804 17,925 25,455 0 0 0 0 0 697,184
Commercial business
including banker's
acceptances.................. 70,531 20,305 16,060 15,878 2,648 4,272 0 0 129,694
Commercial business adjustable. 217,298 0 0 0 0 0 0 0 217,298
Lease financing................ 3,310 3,449 7,340 29,337 0 0 0 0 43,436
Consumer ...................... 34,779 28,031 43,866 74,022 9,887 2,230 0 0 192,815
Consumer prime rate............ 53,007 490 623 642 57 8 0 0 54,827
---------- --------- --------- -------- --------- -------- -------- -------- ----------
Total interest earning
assets....................... 1,399,804 256,452 496,997 639,184 441,633 717,650 6,735 143 3,958,598
---------- --------- --------- -------- --------- -------- -------- -------- ----------
Interest bearing liabilities:
Money fund savings (4)....... 72,871 58,479 93,859 75,315 35,858 32,586 0 0 368,968
Savings and NOW (4)............ 30,634 27,801 50,458 116,457 32,925 72,907 0 0 331,182
Certificate accounts (8)....... 288,804 295,291 387,730 109,283 14,821 377 0 0 1,096,306
Borrowings:
Securities sold under
agreements to repurchase..... 431,099 0 0 0 0 0 0 0 431,099
Advances from FHLB and Federal
Funds purchased (7).......... 289,408 73,550 87,342 179,246 474,540 0 0 0 1,104,086
Notes and bonds payable........ 927 17,747 0 14,846 3,200 19,901 0 0 56,621
---------- --------- --------- -------- --------- -------- -------- -------- ----------
Total interest-bearing
liabilities.................. $1,113,743 $ 472,868 $ 619,389 $495,147 $ 561,344 $125,771 $ 0 $ 0 $3,388,262
========== ========= ========= ======== ========= ======== ======== ======== ==========
Interest rate sensitivity
GAP (repricing difference)... $ 286,061 $(216,416) $(122,392) $144,037 $(119,711) $591,879 $ 6,735 $ 143
Cumulative GAP ................ $ 286,061 $ 69,645 $ (52,747) $ 91,290 $ (28,421) $563,458 $570,193 $570,337
Cumulative ratio of
GAP to total assets 7.06% 1.72% (1.30)% 2.25% 0.70% 13.91% 14.08% 14.08%
========== ========= ========= ======== ========= ======== ======== ========
</TABLE>
(1) Fixed rate mortgages are shown in periods which reflect normal
amortization plus prepayments of 11-24% per annum, depending on coupon.
(2) Adjustable rate mortgages and securities available for sale-floating
rate are shown in the periods in which the mortgages are scheduled for
repricing.
(3) Fixed rate securities available for sale are shown in periods which
reflect normal amortization plus prepayments equal to BankAtlantic's
experience of 9-22% per annum.
(4) BankAtlantic determines deposit run-off on money fund checking, savings
and NOW accounts based on statistics obtained from external sources.
BankAtlantic does not believe its experience differs significantly from
these sources. Interest-free transaction accounts are non-interest
bearing liabilities and are accordingly, excluded from the cumulative
rate sensitivity gap analysis.
<TABLE>
<CAPTION>
Within 1 - 3 3 - 5 Over 5
1 Year Years Years Years
------ ----- ----- -----
<S> <C> <C> <C> <C>
Money fund savings accounts decay rates.............................. 17% 17% 16% 14%
Insured money fund savings (excluding tiered savings) decay.......... 79% 31% 31% 31%
NOW and savings accounts decay rates................................. 37% 32% 17% 17%
== == == ==
</TABLE>
(5) Includes FHLB stock and federal funds sold.
(6) Tax certificates are shown in periods which reflects normal repayment
equal to BankAtlantic's experience of 10% of the outstanding monthly
balance.
(7) Included in advances from FHLB were $715.0 million of European callable
advances. The repricing date of the callable advance utilized in the
above table was the callable date due to higher advance rates at
December 31, 1999.
(8) The amounts of scheduled maturities of certificate accounts and related
interest rates are disclosed under the heading "Financial Condition
Deposits" elsewhere in this report.
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<PAGE> 60
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of liquidity is dividends from
BankAtlantic. The Company also obtains funds through the sale of common shares
and issuance of debt securities. The Company's annual debt service at December
31, 1999 associated with its 9%, 6 3/4%, and 5 5/8% Debentures, and its Trust
Preferred Securities was approximately $18.0 million. The Company's estimated
current annual dividends to common shareholders is $4.2 million. During 1999,
the Company received $23.2 million of dividends from BankAtlantic. Dividends
from BankAtlantic are subject to regulatory approval and applicable regulatory
restrictions.
BankAtlantic's liquidity will depend on its ability to generate
sufficient cash to meet funding needs to support loan demand, to meet deposit
withdrawals and to pay operating expenses. BankAtlantic's securities portfolio
provides an internal source of liquidity as a consequence of its short-term
investments as well as scheduled maturities and interest payments. Loan
repayments and sales also provide an internal source of liquidity.
Regulations currently require that savings institutions maintain an
average daily balance of liquid assets (cash and short-term United States
Government and other specified securities) equal to 4% of net withdrawable
accounts and borrowings payable in one year or less. BankAtlantic had a
liquidity ratio of 10.31% under these regulations at December 31, 1999. Total
commitments to originate and purchase loans and mortgage-backed securities,
excluding the undisbursed portion of loans in process, were approximately $131.3
million, $217.2 million and $336.4 million at December 31, 1999, 1998 and 1997,
respectively. BankAtlantic has historically funded its commitments out of loan
repayments, deposit growth, and short and intermediate term borrowings. At
December 31, 1999, loan commitments were approximately 4.88% of loans
receivable, net.
BankAtlantic's primary sources of funds have been deposits, principal
repayments of loans and tax certificate; securities available for sale; proceeds
from the sale of loans, mortgage servicing rights and investment securities;
proceeds from securities sold under agreements to repurchase; advances from
FHLB; operations; other borrowings; and capital transactions. These funds were
primarily utilized to fund loan disbursements and purchases, repayments of
securities sold under agreements to repurchase, maturities of advances from
FHLB, purchases of tax certificates and payments of maturing certificates of
deposit. The FHLB has granted BankAtlantic a $1.4 billion line of credit subject
to available collateral, with a maximum term of ten years secured by a blanket
lien on all of BankAtlantic's residential mortgage loans. BankAtlantic has
various facilities to acquire broker deposits. These facilities may be exercised
as an alternative source of borrowings, when and if needed. BankAtlantic has
established $65.0 million lines of credit with four other banks to purchase
federal funds. At December 31, 1999, BankAtlantic had $5.9 million of federal
funds purchased.
The Company and BankAtlantic currently engage in real estate
development and investment activities through the ownership of SLWHC, Levitt and
equity investments in real estate limited partnerships. There is no assurance
that future sales of properties from SLWHC, Levitt or the real estate
investments will be sufficient to fund operating expenses in future years. To
the extent real estate sales are not adequate to cover operating expenses, it
may be necessary to fund an operating deficit from other sources.
A summary of the Company's consolidated cash flows follows (in thousands):
For the Years Ended December 31,
-------------------------------------------
1999 1998 1997
--------- --------- ---------
Net cash provided (used) by:
Operating activities ........... $ (89,739) $ 177,180 $ 246,386
Investing activities........... (280,560) (792,562) (684,645)
Financing activities........... 359,859 633,418 411,903
--------- --------- ---------
Increase (decrease) in cash and
cash equivalents and due
from banks..................... $ (10,440) $ 18,036 $ (26,356)
========= ========= =========
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<PAGE> 61
Cash flows from operations decreased in each of the years in the three
year period ending December 31, 1999. Cash flows from operations during 1999
decreased due to an increase in loans purchased and classified as held for sale
and declines in amount due from investors associated with the Company exiting
the MSB. Cash flows from operations declined during 1998 compared to 1997
primarily due to higher loan fundings and purchases of loans held for sale
during 1998 compared to 1997.
Cash used by investing activities increased during 1999 compared to
1998 due to lower loan funding for portfolio and lower loans purchased for
portfolio as well as lower purchases of securities available for sale.
Cash used by investing activities increased during 1998 compared to
1997. The increase primarily resulted from higher loan fundings and purchases
during 1998 compared 1997. The loan funding increases were partially offset by
higher loan repayments during 1998 compared to 1997.
Cash provided by financing activities decreased during 1999 compared to
1998. The decrease primarily resulted from lower FHLB advance borrowings and
deposit inflows. The declines were partially offset by increased securities sold
under agreements to repurchase borrowings.
Cash provided by financing activities increased during 1998 compared to
1997. The increase primarily resulted from higher deposits, and short term
borrowings. The above, were partially offset by net proceeds from debentures in
1997 and a decline in FHLB advances .
Management believes that the Company, BankAtlantic and RBCO have
adequate liquidity to meet their business needs and regulatory requirements.
Savings institutions are subject to regulatory capital requirement
based on FDICIA defined capital ratios as discussed in Part I, Business -
Regulation and Supervision - Savings Institution Regulations". At December 31,
1999, BankAtlantic exceeded all applicable regulatory capital requirements and
is considered to be "well capitalized".
In January 2000, the Board of Directors of the Company approved a
corporate transaction which would result in the redemption and retirement of the
approximately 5.4 million publicly held outstanding shares of Class B common
stock at a price of $6.00 per share payable in cash. It is currently anticipated
that outstanding options to acquire Class B common stock will be terminated for
a net cash outlay of $4.6 million; however, the Company is considering possible
alternatives to the termination of the options. The Class B common stock
represents 100% of the voting rights of the Company. BFC Financial Corporation
and its affiliates currently beneficially own in excess of 50% of BankAtlantic
Bancorp's Class B common stock. As a result of the transaction, BFC Financial
Corporation would be the sole holder of the Class B common stock. The proposed
transaction is subject to approval of the Company's Class A and Class B
shareholders, receipt of all required regulatory approvals, and obtaining
financing for the transaction.
In January 2000, the Company announced a tender offer for up to $25
million in principal amount of the Company's outstanding 5 5/8% Convertible
Subordinated Debentures due 2007 for a cash price of $750 per $1,000 principal
amount of Debentures. On February 29, 2000 the Company accepted for purchase the
maximum $25 million aggregate principal amount of Debentures under the terms of
the tender offer. Upon expiration of the tender offer, approximately $60 million
aggregate principal amount of the Debentures had been validly tendered, and
since this amount exceeded the $25 million principal amount tendered by the
Company, the Debentures tendered were purchased on a pro-rata basis (at a ratio
of approximately 41%) in accordance with the terms of the tender offer. The
Company recognized a $3.3 million (net of income tax) extraordinary gain upon
the retirement of the Debentures.
In January 2000, the Company began an offering of up to $150 million of
subordinated investment notes. The Company currently anticipates that only
$50-75 million of investment notes will be outstanding at any time. No minimum
amount of investment notes must be sold and the Company may terminate the
offering at any time. The Company used a portion of the proceeds to pay a
portion of the purchase price for the debentures tendered pursuant to the tender
offer described above and also intends to use the proceeds to fund the proposed
corporate transaction and for general corporate purposes. The investment notes
mature in 2 years and the interest rate is fixed upon issuance. The Company may
elect at any time prior to maturity to automatically extend the maturity date of
the investment notes for an additional one year. The investment notes are
subordinated to all existing and future senior indebtedness.
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<PAGE> 62
In connection with the acquisition of RBCO in June 1998, the Company
established a retention pool under which 785,866 shares of restricted Class A
common stock were issued to key employees of RBCO. The retention pool was valued
at $8.1 million at the acquisition date, and the shares vested four years from
the date of acquisition. In January 2000, each participant in the retention pool
was provided the opportunity to exchange the restricted shares that were
allocated to such participant for a cash-based deferred compensation award in an
amount equal to the aggregate value at the date of the RBCO acquisition. The
deferred compensation awards were granted under the BankAtlantic Bancorp-Ryan
Beck Deferred Compensation Plan ("Plan"). The purpose of the plan was to
provide employees of RBCO with a cash-based deferred compensation plan in
exchange for their interest in the restricted Class A common stock issued upon
the establishment of the retention pool. On March 1, 2000, 749,533 shares of
Class A restricted common stock were retired in exchange for the establishment
of interests in the new plan in the aggregate amount of $7.7 million. The
Company may at its option terminate the Plan at anytime without the consent of
the participants or stockholders and distribute to the participants the amount
credited to their deferred account (in whole or in part). The participant's
account will be settled by the Company in cash on the vesting date (June 28,
2002) except the Company can elect to defer payment of up to 50% of a
participant's interest in the plan for up to one year following the vesting
date. If the Company elects to exercise its rights to defer 50% of the cash
payment, the Company will issue a note bearing interest at prime plus 1%.
During the year ended December 31, 1998, the Company paid $10.9 million
to repurchase and retire 849,275 shares of Class B common stock and for the year
ended December 31, 1999, the Company paid $8.4 million to repurchase and retire
1,149,655 shares of Class A common stock. During the year ended December 31,
1999, the Company paid $1.6 million to repurchase and retire 221,345 shares of
Class B common stock through December 31, 1999, and subsequent to that date paid
$2.3 million to repurchase 391,000 shares of Class B common stock.
In March 1997, the Company formed BBC Capital Trust I ("BBC Capital").
BBC Capital is a statutory business trust which was formed for the purpose of
issuing 9 1/2% Cumulative Trust Preferred Securities ("Trust Preferred
Securities") and investing the proceeds thereof in Junior Subordinated
Debentures of the Company. In April 1997, BBC Capital issued 2.99 million shares
of Trust Preferred Securities at a price of $25 per share. The gross proceeds
from the offering of $74.75 million were invested in an identical principal
amount of the Company's 9.50% Junior Subordinated Debentures (the "Junior
Subordinated Debentures") which bear interest at the same rate as the Trust
Preferred Securities and have a stated maturity of 30 years. In addition, the
Company contributed $2.3 million to BBC Capital in exchange for BBC Capital's
Common Securities (the "Common Securities") and such proceeds were also invested
in an identical principal amount of Junior Subordinate Debentures. Offering
costs of $2.9 million were paid by the Company. BBC Capital's sole asset is
$77.1 million in aggregate principal amount Junior Subordinated Debentures.
Holders of the Trust Preferred Securities and the Common Securities will
be entitled to receive a cumulative cash distribution at a fixed 9.50% rate of
the $25 liquidation amount of each Security and the Trust Preferred Securities
will have a preference under certain circumstances with respect to cash
distributions and amounts payable on liquidation, redemption or otherwise over
the Common Securities held by the Company. The Trust Preferred Securities are
considered debt for financial accounting and tax purposes.
On November 25, 1997, the Company issued 4,959,375 shares of Class A
common stock and $100.0 million of 5 5/8% Debentures maturing on December 1,
2007. The net proceeds to the Company from the sale of Class A common stock were
$43.4 million, net of $107,000 in expenses, and $96.5 million from the issuance
of the 5 5/8% Debentures, net of $3.5 million of deferred offering costs. The 5
5/8% Debentures are convertible at an exercise price of $11.25 per share into an
aggregate of 7,727,975 shares of Class A common stock. The 5 5/8% Debentures are
redeemable at any time on or after December 1, 2000 at the option of the
Company, in whole or in part, at fixed redemption prices. The Company
contributed the entire net proceeds of the offering to BankAtlantic where it was
available to support BankAtlantic's growth, both internal and via acquisitions.
DIVIDENDS
The Company intends to pay regular quarterly cash dividends on its
common stock. The availability of funds for dividend payments and interest
expense on the 9%, 6 3/4%, and 5 5/8% Debentures, 9 1/2% Trust Preferred
Securities and the Investment Notes depends upon BankAtlantic's ability to pay
dividends to the Company. Current regulations applicable to the payment of cash
dividends by savings institutions impose limits on capital distributions based
on an institution's regulatory capital
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<PAGE> 63
levels, retained net income and net income. See "Regulation and Supervision
Restriction on Dividends and Other Capital Distributions."
The Indentures relating to the Company's 9% and 6 3/4% Debentures
provide that the Company cannot declare or pay dividends on, or purchase, redeem
or acquire for value its capital stock, return any capital to holders of capital
stock as such, or make any distributions of assets to holders of capital stock
as such, unless, from and after the date of any such dividend declaration (a
"Declaration Date") or the date of any such purchase, redemption, payment or
distribution (a "Redemption Date"), the Company retains cash, cash equivalents
(as determined in accordance with generally accepted accounting principles) or
marketable securities (with a market value as measured on the applicable
Declaration Date or Redemption Date) in an amount sufficient to cover the two
consecutive semi-annual interest payments that will be due and payable on the
Debentures following such Declaration Date or Redemption Date, as the case may
be. These Indentures further provide that the amount of any interest payment
made by the Company with respect to the Debentures after any applicable
Declaration Date or Redemption Date shall be deducted from the aggregate amount
of cash or cash equivalents which the Company shall be required to retain
pursuant to the foregoing provision. At December 31, 1999 and 1998 the Company
designated $5.8 million of securities available for sale to satisfy the above
provisions.
Subject to the results of operations and regulatory capital
requirements for BankAtlantic, the Company will seek to declare regular
quarterly cash dividends on its common stock. The Company has previously
effected stock splits in the form of a stock dividend of Class A common stock to
both Class A and Class B common shareholders. Due to accounting and tax
considerations, adjustment for such stock dividends to Class B common stock
options previously granted under the Company's option plans were made only in
Class B common stock.
YEAR 2000 CONSIDERATIONS
The Company did not experience any system interruptions associated with
the year 2000 event. The Company is currently monitoring its loan customers for
possible year 2000 losses. The year 2000 event has not had and is not expected
to have a material impact on the Company's consolidated financial condition or
results of operations. Total expenditures during the year ended December 31,
1999 relating to the year 2000 event were approximately $200,000.
IMPACT OF INFLATION
The financial statements and related financial data and notes presented
herein have been prepared in accordance with GAAP, which require the measurement
of financial position and operating results in terms of historical dollars,
without considering changes in the relative purchasing power of money over time
due to inflation.
Unlike most industrial companies, virtually all of the assets and
liabilities of BankAtlantic are monetary in nature. As a result, interest rates
have a more significant impact on BankAtlantic's performance than the effects of
general price levels. Although interest rates generally move in the same
direction as inflation, the magnitude of such changes varies. The possible
effect of fluctuating interest rates is discussed more fully under the previous
section entitled "Interest Rate Sensitivity."
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ITEM 8. Financial Statements and Supplementary Data.
<PAGE> 65
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report.......................................................................... F-3
Consolidated Statements of Financial Condition as of December 31, 1999 and 1998....................... F-4
Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 1999................................................................................... F-5
Consolidated Statements of Stockholders' Equity and Comprehensive Income for each of the
years in the three year period ended December 31, 1999.............................................. F-7
Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 1999.................................................................................. F-10
Notes to Consolidated Financial Statements........................................................... F-13
</TABLE>
F-1
<PAGE> 66
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 67
INDEPENDENT AUDITORS' REPORT
The Board of Directors
BankAtlantic Bancorp, Inc.:
We have audited the accompanying consolidated statements of financial
condition of BankAtlantic Bancorp, Inc. and subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of operations, stockholders'
equity and comprehensive income and cash flows for each of the years in the
three-year period ended December 31, 1999. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of BankAtlantic
Bancorp, Inc. and subsidiaries at December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1999, in conformity with generally accepted accounting
principles.
KPMG LLP
Fort Lauderdale, Florida
January 20, 2000
<PAGE> 68
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
----------------------------
(In thousands, except share data) 1999 1998
----------- -----------
ASSETS
<S> <C> <C>
Cash and due from depository institutions ................................. $ 90,070 $ 100,823
Securities purchased under resell agreements .............................. 313 0
Tax certificates, net - at cost which approximates market value ........... 91,576 49,896
Other investments, at cost which approximates market value ................ 21,424 1,915
Loans receivable, net ..................................................... 2,469,472 2,466,488
Loans held for sale ....................................................... 220,236 168,881
Securities available for sale (at market value) ........................... 818,308 597,520
Trading securities (at market value) ...................................... 23,311 30,005
Accrued interest receivable ............................................... 30,594 27,771
Real estate held for development and sale and joint ventures .............. 149,964 67,845
Real estate owned, net .................................................... 3,951 5,503
Office properties and equipment, net ...................................... 55,473 58,090
Federal Home Loan Bank stock, at cost which approximates market value ..... 56,410 52,230
Mortgage servicing rights, net ............................................ 879 44,315
Deferred tax asset, net ................................................... 41,487 20,148
Cost over fair value of net assets acquired, net .......................... 53,553 55,493
Other assets .............................................................. 32,880 42,052
----------- -----------
Total assets ..................................................... $ 4,159,901 $ 3,788,975
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits .................................................................. $ 2,027,892 $ 1,925,772
Advances from FHLB ........................................................ 1,098,186 1,044,572
Federal Funds purchased ................................................... 5,900 18,500
Securities sold under agreements to repurchase ............................ 423,223 162,093
Subordinated debentures, notes and bonds payable .......................... 228,773 177,114
Guaranteed preferred beneficial interests in Company's Junior Subordinated
Debentures............................................................... 74,750 74,750
Advances by borrowers for taxes and insurance ............................. 2,595 62,346
Other liabilities ......................................................... 62,696 83,388
----------- -----------
Total liabilities ................................................ 3,924,015 3,548,535
----------- -----------
Commitments and contingencies (See Note 15)
Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued
and outstanding........................................................... 0 0
Class A common stock, $.01 par value, authorized 80,000,000 shares;
issued and outstanding 32,418,470 and 32,372,738 shares ................ 324 268
Class B common stock, $.01 par value, authorized 45,000,000 shares;
issued and outstanding 10,264,516 and 10,356,431 shares ................ 102 104
Additional paid-in capital ................................................ 145,399 147,686
Unearned compensation - restricted stock grants ........................... (5,633) (7,062)
Retained earnings ......................................................... 122,639 95,818
----------- -----------
Total stockholders' equity before accumulated other comprehensive income .. 262,831 236,814
Accumulated other comprehensive income (loss) - net unrealized appreciation
(depreciation) on securities available for sale - net of deferred
income taxes ............................................................. (26,945) 3,626
----------- -----------
Total stockholders' equity ....................................... 235,886 240,440
----------- -----------
Total liabilities and stockholders' equity ....................... $ 4,159,901 $ 3,788,975
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
F-4
<PAGE> 69
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(In thousands, except share and per share data) For the Years Ended December 31,
--------------------------------------
INTEREST INCOME: 1999 1998 1997
--------- --------- --------
<S> <C> <C> <C>
Interest and fees on loans and leases ........................................... $ 218,714 $ 208,094 $171,212
Interest on banker's acceptances ................................................ 991 1,062 473
Interest and dividends on securities available for sale ......................... 52,306 34,924 31,177
Interest and dividends on other investment and trading securities ............... 13,926 10,058 7,692
--------- --------- --------
Total interest income ................................................... 285,937 254,138 210,554
--------- --------- --------
INTEREST EXPENSE:
Interest on deposits ............................................................ 76,875 66,714 68,231
Interest on advances from FHLB .................................................. 54,242 52,763 27,345
Interest on securities sold under agreements to repurchase and federal
funds purchased ............................................................... 18,329 13,767 8,906
Interest on subordinated debentures, notes and bonds payable and guaranteed
beneficial interests in Company's Junior Subordinated Debentures .............. 19,915 19,643 11,542
Capitalized interest on investments in and advances to real estate joint ventures (690) (1,034) 0
--------- --------- --------
Total interest expense .................................................. 168,671 151,853 116,024
--------- --------- --------
NET INTEREST INCOME ............................................................. 117,266 102,285 94,530
Provision for loan losses ....................................................... 30,658 21,788 11,268
--------- --------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ............................. 86,608 80,497 83,262
--------- --------- --------
NON-INTEREST INCOME:
Loan late fees and other loan income ............................................ 5,122 4,299 2,293
Gains on sales of loans held for sale ........................................... 1,703 4,104 6,820
Trading securities gains (losses) ............................................... (82) 898 2,463
Gains on sales of real estate held for sale ..................................... 9,061 6,055 470
Gains on sales of securities available for sale, net of write-downs ............. 2,010 309 2,367
Gains (losses) on sales of property and equipment, net .......................... 2,005 (11) 852
Principal transactions .......................................................... 12,105 4,417 0
Investment banking .............................................................. 20,984 8,345 0
Commissions ..................................................................... 16,849 4,132 103
Transaction fees ................................................................ 14,172 12,589 9,302
ATM fees ........................................................................ 9,945 6,650 5,329
Other ........................................................................... 6,195 5,093 3,367
--------- --------- --------
Total non-interest income ............................................... 100,069 56,880 33,366
--------- --------- --------
NON-INTEREST EXPENSE:
Employee compensation/benefits excluding RBCO and real estate operations ........ 39,206 45,063 37,666
Employee compensation/benefits for RBCO and real estate operations .............. 35,789 12,443 144
Occupancy and equipment ......................................................... 24,422 21,444 17,693
Advertising and promotion ....................................................... 4,025 5,749 2,203
Foreclosed asset activity, net .................................................. (1,494) 754 82
Restructuring charges and write-downs ........................................... 0 2,565 0
Pension curtailment gain, net ................................................... 0 (3,128) 0
Amortization of cost over fair value of net assets acquired ..................... 4,001 3,311 2,508
Other excluding RBCO and real estate operations ................................. 20,039 24,683 17,171
Other for RBCO and real estate operations ....................................... 13,791 7,781 255
--------- --------- --------
Total non-interest expense .............................................. 139,779 120,665 77,722
--------- --------- --------
INCOME BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS .......................... 46,898 16,712 38,906
Provision for income taxes ...................................................... 18,106 6,526 15,248
--------- --------- --------
Income from continuing operations ............................................... 28,792 10,186 23,658
Income (loss) from discontinued mortgage servicing business (less
applicable income taxes (benefit) of $1,269, ($11,101) and $2,505) ............ 2,077 (18,220) 4,111
--------- --------- --------
NET INCOME (LOSS) ............................................................... $ 30,869 $ (8,034) $ 27,769
========= ========= ========
</TABLE>
(Continued)
F-5
<PAGE> 70
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
(In thousands, except share and per share data) For the Years Ended December 31,
-----------------------------------------------------
1999 1998 1997
-------------- -------------- --------------
<S> <C> <C> <C>
CLASS A COMMON SHARES
Basic earnings per share from continuing operations .......... $ 0.72 $ 0.26 $ 0.72
Basic earnings (loss) per share from discontinued operations . 0.05 (0.47) 0.13
-------------- -------------- --------------
Basic earnings (loss) per share .............................. $ 0.77 $ (0.21) $ 0.85
============== ============== ==============
Diluted earnings per share from continuing operations ........ $ 0.59 $ 0.25 $ 0.58
Diluted earnings (loss) per share from discontinued operations 0.03 (0.45) 0.09
-------------- -------------- --------------
Diluted earnings (loss) per share ............................ $ 0.62 $ (0.20) $ 0.67
============== ============== ==============
Basic weighted average number of common shares outstanding ... 30,776,168 29,358,740 22,331,622
============== ============== ==============
Diluted weighted average number of common and common
equivalent shares outstanding .............................. 48,856,323 30,083,955 33,674,934
============== ============== ==============
CLASS B COMMON SHARES
Basic earnings per share from continuing operations .......... $ 0.66 $ 0.25 $ 0.71
Basic earnings (loss) per share from discontinued operations . 0.04 (0.43) 0.12
-------------- -------------- --------------
Basic earnings (loss) per share .............................. $ 0.70 $ (0.18) $ 0.83
============== ============== ==============
Diluted earnings per share from continuing operations ........ $ 0.57 $ 0.23 $ 0.59
Diluted earnings (loss) per share from discontinued operations 0.03 (0.41) 0.09
-------------- -------------- --------------
Diluted earnings (loss) per share ............................ $ 0.60 $ (0.18) $ 0.68
============== ============== ==============
Basic weighted average number of common shares outstanding ... 10,316,879 10,483,522 10,649,135
============== ============== ==============
Diluted weighted average number of common and common
equivalent shares outstanding .............................. 10,995,037 11,517,960 11,932,823
============== ============== ==============
</TABLE>
See Notes to Consolidated Financial Statements
F-6
<PAGE> 71
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Accumulated
Additional Other
Comprehensive Common Paid-in Retained Comprehensive
(In Thousands) Income Stock Capital Earnings Income(A) Total
------------- ------ ---------- -------- ------------- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31,1996 ................................ 183 64,171 82,602 748 147,704
Net income................................................ 27,769 0 0 27,769 0 27,769
Other comprehensive income (less income tax provision
of $15) (A)............................................. (24)
---------
Comprehensive income...................................... $ 27,745
=========
Proceeds from issuance of Class A common stock, net....... 35 43,339 0 0 43,374
Issuance of Class A common stock upon conversion of
subordinated debentures................................. 0 375 0 0 375
Dividends on Class A common stock......................... 0 0 (1,365) 0 (1,365)
Dividends on Class B common stock......................... 0 0 (1,244) 0 (1,244)
Exercise of Class A common stock options.................. 0 97 0 0 97
Exercise of Class B common stock options................. 3 1,757 0 0 1,760
Tax effect relating to the exercise of stock options..... 0 913 0 0 913
Purchase and retirement of Class A common stock........... (3) (3,340) 0 0 (3,343)
Purchase and retirement of Class B common stock........... (8) (8,837) 0 0 (8,845)
5 for 4 stock split July 1997............................. 48 0 (48) 0 0
5 for 4 stock split February 1998......................... 64 0 (64) 0 0
Net change in unrealized appreciation on securities
available for sale - net of deferred income taxes....... 0 0 0 (24) (24)
-------- --------- --------- ----------- ---------
BALANCE, DECEMBER 31, 1997................................ $ 322 $ 98,475 $ 107,650 $ 724 $ 207,171
======== ========= ========= =========== =========
</TABLE>
(Continued)
F-7
<PAGE> 72
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Unearned
Compensation Accumulated
Additional Restricted Other
Comprehensive Common Paid-in Retained Stock Comprehensive
(In Thousands) Income Stock Capital Earnings Grants Income(a) Total
------------ ------ ---------- -------- ------- ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997............ $322 $ 98,475 $107,650 $ 0 $ 724 $207,171
Net loss.............................. $ (8,034) 0 0 (8,034) 0 0 (8,034)
Other comprehensive income, net of
income tax:
Unrealized gains on securities
available for sale................ 3,705
Reclassification adjustment for
gains included in net loss (less
income tax provision of $504)..... (803)
---------
Other comprehensive income (A)........ 2,902
---------
Comprehensive loss.................... $ (5,132)
=========
Dividends on Class A common stock..... 0 0 (2,773) 0 0 (2,773)
Dividends on Class B common stock..... 0 0 (1,025) 0 0 (1,025)
Exercise of Class A common stock
options.............................. 0 200 0 0 0 200
Exercise of Class B common stock
options.............................. 4 1,380 0 0 0 1,384
Tax effect relating to the exercise
of stock options..................... 0 709 0 0 0 709
Purchase and retirement of Class B
common stock......................... (7) (10,853) 0 0 0 (10,860)
Issuance of Class A common stock for
acquisitions......................... 36 41,826 0 0 0 41,862
Issuance of Class A restricted stock.. 1 583 0 0 0 584
Issuance of Class A common stock
options upon acquisition of RBCO.... 0 1,582 0 0 0 1,582
Issuance of Class A common stock
upon conversion of subordinated
debentures, net..................... 9 5,720 0 0 0 5,729
Unearned compensation - restricted
stock grants........................ 7 8,064 0 (8,071) 0 0
Amortization of unearned
compensation - restricted stock
grants.............................. 0 0 0 1,009 0 1,009
Net change in unrealized appreciation
on securities available for sale-net
of deferred income taxes............ 0 0 0 0 2,902 2,902
---- -------- ---------- ---------- ------ --------
BALANCE, DECEMBER 31, 1998........... $372 $147,686 $ 95,818 $ (7,062) $3,626 $240,440
===== ======== ========== ========== ====== ========
</TABLE>
See Notes to Consolidated Financial Statements
F-8
<PAGE> 73
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR EACH OF THE YEARS IN THE THREE YEAR PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Unearned
Compensation Accumulated
Additional Restricted Other
Comprehensive Common Paid-in Retained Stock Comprehensive
(In Thousands) Income Stock Capital Earnings Grants Income(a) Total
------------ ------ ---------- -------- ------- ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1998............. $372 $147,686 $ 95,818 $(7,062) $ 3,626 $240,440
Net income............................. $ 30,869 0 0 30,869 0 0 30,869
Other comprehensive income,
net of income tax:
Unrealized losses on securities
available for sale.................. (29,866)
Reclassification adjustment for
gains included in net loss
(less income tax provision
of $468)........................... (705)
---------
Other comprehensive loss (A)........... (30,571)
---------
Comprehensive income................... $ 298
=========
Dividends on Class A common stock...... 0 0 (3,010) 0 0 (3,010)
Dividends on Class B common stock...... 0 0 (984) 0 0 (984)
Exercise of Class A common stock
options............................... 0 262 0 0 0 262
Exercise of Class B common stock
options............................... 1 410 0 0 0 411
Tax effect relating to the
exercise of stock options............. 0 141 0 0 0 141
Purchase and retirement of
Class A common stock.................. (10) (8,384) 0 0 0 (8,394)
Purchase and retirement of
Class B common stock.................. (2) (1,562) 0 0 0 (1,564)
Fair value of stock options
granted to nonemployees............... 0 69 0 0 0 69
Issuance of Class A restricted
stock for acquisition................. 2 1,082 0 0 0 1,084
Issuance of Class A common
stock for investment securities....... 8 4,992 0 0 0 5,000
Issuance of Class A common
stock upon conversion of
subordinated debentures, net.......... 0 30 0 0 0 30
Forfeited Class A restricted
common stock.......................... 0 (89) 0 89 0
Unearned compensation -
restricted stock grants............... 1 762 0 (763) 0 0
Amortization of unearned
compensation - restricted
stock grants.......................... 0 0 0 2,103 0 2,103
Stock dividend August 1999............. 54 0 (54) 0 0 0
Net change in unrealized
appreciation on securities
available for sale-net of
deferred income taxes................. 0 0 0 0 (30,571) (30,571)
---- -------- -------- ------- -------- --------
BALANCE, DECEMBER 31, 1999............. $426 $145,399 $122,639 $(5,633) $(26,945) $235,886
==== ======== ======== ======= ======== =========
</TABLE>
(A) The components of other comprehensive income relate to the net
unrealized appreciation (depreciation) on securities available for
sale, net of income taxes.
F-9
<PAGE> 74
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------
(In thousands) 1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Income from continuing operations ...................................... $ 28,792 $ 10,186 $ 23,658
Income (loss) from discontinued operations ............................. 2,077 (18,220) 4,111
ADJUSTMENT TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES:
Provision for loan losses .............................................. 30,658 21,788 11,268
Provision for (reversal of) losses on real estate owned ................ 340 1,115 (56)
Gain on sales of real estate held for development and sale ............. (9,061) (6,055) (470)
Lower of cost or market adjustment on loans held for sale .............. 196 0 0
Gains on sales of securities available for sale ........................ (2,010) (2,445) (2,367)
Gains on sales of mortgage servicing rights ............................ 0 (2,611) (7,905)
Gains on sales of real estate owned .................................... (2,165) (1,012) (354)
Gains on sales of loans held for sale .................................. (1,703) (4,104) (6,820)
(Gains) losses on sales of property and equipment, net ................. (2,005) 11 (852)
Depreciation, amortization and accretion, net .......................... 11,572 10,666 12,023
Net accretion (amortization) of loan premiums, discounts and origination
fees.................................................................. (718) 2,491 (1,170)
Amortization of mortgage servicing rights .............................. 2,656 18,977 8,210
Restructuring charges and write-downs .................................. 0 2,565 0
Provision for disposal of mortgage servicing business .................. 0 10,000 0
Provision for valuation of mortgage servicing rights ................... 18 10,690 0
Provision (benefit) for deferred income taxes .......................... 5,940 (18,263) 173
Proceeds from sales of loans classified as held for sale ............... 127,592 283,138 280,703
Fundings of loans held for sale ........................................ (69,629) (127,214) (79,832)
Loans purchased, classified as held for sale ........................... (176,355) (29,997) 0
Trading activities, net ................................................ 6,694 (4,142) (6,243)
Proceeds from sales of trading securities .............................. (82) 8,712 3,640
Trading securities (gains) losses ...................................... 82 (898) (2,463)
Write-down of securities available for sale ............................ 0 2,136 0
Increase in accrued interest receivable ................................ (2,823) (5,147) (1,869)
Amortization of cost over fair value of net assets acquired ............ 4,001 3,311 2,508
(Increase) decrease in other assets .................................... (3,128) (919) 1,720
Pension curtailment gain, net .......................................... 0 (3,128) 0
Increase (decrease) in other liabilities ............................... (40,054) 15,700 8,859
Equity in joint venture (earnings) losses .............................. (809) 77 12
Provision for (reversal of) allowance for tax certificate losses ....... 428 234 (98)
Decrease in securities sold not yet purchased .......................... (243) (462) 0
--------- --------- ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES ....................... (89,739) 177,180 246,386
--------- --------- ---------
</TABLE>
(Continued)
F-10
<PAGE> 75
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------------
(In thousands) 1999 1998 1997
------------ ----------- ----------
<S> <C> <C> <C>
INVESTING ACTIVITIES:
Purchase of investment securities ....................................... $ (123,482) $ (53,214) $ (47,822)
Proceeds from redemption and maturity of investment securities .......... 72,315 58,297 47,218
Purchase of securities available for sale ............................... (727,663) (916,445) (664,993)
Principal collected on securities available for sale .................... 267,669 224,565 141,775
Proceeds from sales of securities available for sale .................... 232,064 706,033 357,863
Loans purchased ......................................................... (426,299) (1,263,502) (524,498)
Principal reduction on loans ............................................ 1,477,415 1,498,352 947,299
Loan fundings for portfolio ............................................. (1,027,220) (1,072,530) (720,620)
Banker's acceptances funded ............................................. (27,282) (110,180) (159,709)
Proceeds from maturity of banker's acceptances .......................... 24,319 219,808 287
Proceeds from sales of banker's acceptances ............................. 0 41,877 0
Cost of equipment acquired for lease .................................... (34,154) (19,214) 0
Leases purchased ........................................................ 0 (6,054) 0
Real estate acquired in connection with bulk purchases .................. (2,041) 0 0
Proceeds from sales of real estate owned ................................ 11,721 6,774 2,876
Additions to dealer reserve ............................................. 0 (7,525) (9,409)
Additions to office property and equipment .............................. (5,936) (9,994) (7,934)
Proceeds from sales of properties and equipment ......................... 3,456 0 1,144
Investments and advances to joint ventures .............................. (18,166) (38,339) (1,325)
Purchases of FHLB stock net of redemptions .............................. (4,180) (17,343) (20,100)
Proceeds from sales of mortgage servicing rights ........................ 32,650 31,454 35,550
Mortgage servicing rights purchased and originated ...................... (897) (64,176) (45,840)
Proceeds for sales of real estate held for development and sale ......... 17,535 12,922 2,133
Additional investment in real estate held for development and sale ...... (9,514) (14,561) (623)
Acquisitions, net of cash acquired ...................................... (12,870) 433 (17,917)
----------- ----------- ---------
NET CASH USED BY INVESTING ACTIVITIES ................................... (280,560) (792,562) (684,645)
----------- ----------- ---------
FINANCING ACTIVITIES:
Net increase (decrease) in deposits ..................................... 34,370 108,462 (122,938)
Interest credited to deposits ........................................... 72,210 53,577 53,754
Proceeds from FHLB advances ............................................. 644,000 1,727,000 763,006
Repayments of FHLB advances ............................................. (590,386) (1,380,135) (360,999)
Net increase (decrease) in federal funds purchased ..................... (12,600) 16,000 2,500
Proceeds from notes and bonds payable ................................... 5,085 4,135 563
Repayment of notes and bonds payable ................................... (4,751) (9,051) (903)
Net increase (decrease) in securities sold under agreements to repurchase 261,130 103,377 (131,872)
Issuance of stock options to nonemployees ............................... 69 0 0
Proceeds from the issuance of subordinated debentures ................... 0 0 100,000
Deferred costs on the issuance of subordinated debentures ............... 0 0 (3,488)
Proceeds from issuance of guaranteed preferred interests in the Company's
Junior Subordinated Debentures ........................................ 0 0 74,750
Deferred offering costs from issuance of guaranteed preferred interests
in the Company's Junior Subordinated Debentures ....................... 0 0 (2,908)
Payment to acquire and retire common stock .............................. (9,958) (10,860) (12,188)
Issuance of common stock, net ........................................... 0 0 43,374
Issuance of common stock upon exercise of stock options ................. 673 1,584 1,857
(Decrease) increase in advances by borrowers for taxes and insurance, net (36,048) 22,949 9,738
Common stock dividends paid ............................................. (3,935) (3,620) (2,343)
----------- ----------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES ............................... 359,859 633,418 411,903
----------- ----------- ---------
Increase (decrease) in cash and cash equivalents ........................ (10,440) 18,036 (26,356)
Cash and cash equivalents at the beginning of period .................... 100,823 82,787 109,143
----------- ----------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .............................. $ 90,383 $ 100,823 $ 82,787
=========== =========== =========
</TABLE>
(Continued)
F-11
<PAGE> 76
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------
(In thousands) 1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Interest paid on borrowings and deposits ..................................... $ 165,025 $ 149,375 $ 112,161
Income taxes paid ............................................................ 18,500 9,372 15,060
Loans transferred to real estate owned ....................................... 6,303 4,852 5,076
Residential loans transferred to held for sale ............................... 0 108,465 321,360
Loans charged-off ............................................................ 27,691 16,095 11,330
Real estate owned charged-off ................................................ 1,230 1,415 244
Tax certificates charged-off (recoveries), net ............................... (56) 163 419
Issuance of Class A common stock upon conversion of subordinated
debentures ................................................................. 30 5,729 375
Issuance of Class A common stock upon acquisitions ........................... 1,084 41,862 0
Issuance of Class A common stock upon purchase of investment securities ...... 5,000 0 0
Issuance of Class A common stock options upon acquisition of RBCO ............ 0 1,582 0
Issuance of Class A restricted stock ......................................... 763 584 0
Increase in real estate held for development and sale resulting from St. Lucie
West Holding Company ("SLWHC") purchase accounting adjustments ............. 0 1,502 0
Decrease in other assets resulting from SLWHC purchase accounting
adjustment ................................................................. 0 (1,502) 0
Increase in equity for the tax effect related to the exercise of
stock options .............................................................. 141 709 913
Class A common stock cash dividends declared and paid in subsequent
period ..................................................................... 817 737 496
Class B common stock cash dividends declared and paid in subsequent
period ..................................................................... 239 260 321
Net change in unrealized appreciation (depreciation) on securities
available for sale .......................................................... (49,747) 4,678 (39)
Change in deferred taxes (benefits) on net unrealized (depreciation)
appreciation on securities available for sale .............................. (19,176) 1,776 (15)
Change in stockholders' equity from net unrealized (depreciation)
appreciation on securities available for sale, less related deferred
income taxes (benefits) .................................................... (30,571) 2,902 (24)
Net change in proceeds receivable from sales of mortgage servicing rights .... 7,528 7,639 7,388
Originated mortgage servicing rights ......................................... 0 111 1,668
Loan securitizations ......................................................... 44,318 0 0
Loans to joint ventures transferred to loans receivable ...................... 20,758 0 0
Proceeds from the sale of servicing offset by escrow reductions .............. 23,703 0 0
Transfer from securities available for sale to trading securities ............ 0 1,755 6,230
Increase in real estate held for development and sale resulting from roadway
improvement development bond ............................................... 5,949 0 0
</TABLE>
See Notes to Consolidated Financial Statements
F-12
<PAGE> 77
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF FINANCIAL STATEMENT PRESENTATION -- BankAtlantic Bancorp, Inc.
(the "Company") is a unitary savings bank holding company. The Company's
principal assets include the capital stock of BankAtlantic, a Federal Savings
Bank ("BankAtlantic") and its subsidiaries and Ryan Beck & Co., Inc. ("RBCO") an
investment banking firm and its wholly owned subsidiaries. The Company acquired
RBCO on June 30, 1998. As a consequence, the Company's consolidated financial
statements only reflect RBCO activity from June 30, 1998. Under applicable law,
the Company generally has broad authority with few restrictions to engage in
various types of business activities.
During 1997 BankAtlantic, through its wholly owned subsidiary
BankAtlantic Development Corporation ("BDC"), acquired St. Lucie West Holding
Company ("SLWHC"). SLWHC is the developer of a master planned community located
in Port St. Lucie, Florida. Additionally, on December 28, 1999 BDC acquired
Levitt Corporation and subsidiaries ("Levitt"). Levitt, headquartered in Boca
Raton Florida, is a developer of adult communities. For financial statement
presentation the acquisition of Levitt was effective December 31, 1999. As a
consequence, Levitt's assets and liabilities were included in the Company's
Statement of Financial Condition at December 31, 1999 but Levitt's operations
were excluded from the Company's Statement of Operations.
At December 31, 1999, BFC Financial Corporation ("BFC") owned 47.5% of
the Company's voting common stock and 31% of the Company's total common stock.
In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the statements of financial condition and
operations for the periods presented. Actual results could differ significantly
from those estimates. Material estimates that are particularly susceptible to
significant change in the next year relate to the determination of the allowance
for loan losses, the valuation of real estate acquired in connection with
foreclosure or in satisfaction of loans, and real estate held for development.
In connection with the determination of the allowances for loan losses, real
estate owned and real estate held for development, management obtains
independent appraisals for significant properties when it is deemed prudent.
Certain amounts for prior years have been reclassified to conform with
statement presentations for 1999.
CONSOLIDATION POLICY -- The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries and majority owned
joint ventures. All the Company's subsidiaries are 100% owned except for less
than majority owned joint ventures accounted for under the equity method of
accounting. The Company's non-consolidated ownership interest in these joint
ventures range from 40% to 50%. All intercompany transactions and balances have
been eliminated.
CASH EQUIVALENTS -- Cash, and due from depository institutions include
demand deposits at other financial institutions, Federal funds sold are
generally, sold for one-day periods and securities purchased under resell
agreements are settled in less than 30 days.
SECURITIES -- Securities that management has both the positive intent
and ability to hold to maturity are classified as securities held-to-maturity
and are carried at cost, adjusted for amortization of premium or accretion of
discount using the interest method. Securities that may be sold prior to
maturity for asset/liability management purposes, or that may be sold in
response to changes in interest rates, to changes in prepayment risk, to
increase regulatory capital or other similar factors, are classified as
securities available-for-sale and carried at fair value with any adjustments to
fair value, after tax, reported as a separate component of stockholders' equity.
Declines in the fair value of individual held-to- maturity and
available-for-sale securities below their cost that are other than temporary
result in write-downs of the individual securities to their fair value. The
related write-downs are included in earnings as realized losses. Securities
purchased for trading purposes are held in the trading portfolio at fair value,
with changes in fair value included in noninterest income.
Interest and dividends on securities, including the amortization of
premiums and the accretion of discounts, are reported in interest and dividends
on securities using the interest method. Gains and losses on the sale of
securities are recorded on the trade date and are calculated using the
specific-identification method.
F-13
<PAGE> 78
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
INVESTMENT SECURITIES -- Investment securities are equity securities
acquired through private placements. Investment securities are carried at cost
and periodically reviewed for impairment.
TAX CERTIFICATES -- Tax certificates are classified as investment
securities and are carried at cost. All tax certificates are classified as held
to maturity because management has the intent and ability to hold such
certificates to maturity. Tax certificates and resulting deeds are classified as
non-accrual when a tax certificate is 24 to 60 months delinquent, depending on
the municipality, from BankAtlantic's acquisition date. At that time interest
ceases to be accrued.
Allowance for tax certificate losses represents the amount which
management believes is sufficient to provide for future losses that are probable
and subject to reasonable estimation. In establishing its allowance for tax
certificates, management considers past loss experience, present indicators,
such as the length of time the certificate has been outstanding, economic
conditions and collateral values.
CONSTRUCTION AND DEVELOPMENT LENDING -- BankAtlantic's construction and
development lending generally requires an equity investment in the form of
contributed assets or direct cash investment from the borrower. BankAtlantic had
no loans with participation in profits at December 31, 1999, 1998 and 1997.
Accordingly, all construction and development lending arrangements have been
classified and accounted for as loans other than loans to joint ventures (see
"investment in joint ventures" below).
NON-ACCRUAL LOANS AND IMPAIRED LOANS -- Interest income on loans,
including the recognition of discounts and loan fees, is accrued based on the
outstanding principal amount of loans using the interest method. A loan is
generally placed on nonaccrual status at the earlier of management becoming
aware that the borrower has entered bankruptcy proceedings and the loan is
delinquent or when the loan is past due 90 days as to either principal or
interest. When a loan is placed on nonaccrual status, interest accrued but not
received is reversed against interest income. A nonaccrual loan may be restored
to accrual status when delinquent loan payments are collected and the loan is
expected to perform according to its contractual terms.
Management considers a loan to be impaired when, based upon current
information and events, it believes it is probable that BankAtlantic will be
unable to collect all amounts due according to the contractual terms of the loan
agreement. Loans collectively reviewed by BankAtlantic for impairment include
residential,, consumer loans, performing commercial real estate and commercial
business loans (including small business loans) under $500,000, excluding loans
which are individually reviewed based on specific criteria, such as delinquency
and condition of collateral property. Generally, BankAtlantic recognizes
interest income on impaired loans on a cash basis.
ALLOWANCE FOR LOAN LOSSES -- In determining the adequacy of its
allowance for loan losses management segregates the loan portfolio into broad
categories, such as: commercial real estate; residential real estate; small
business mortgage; small business non-mortgage; commercial business; syndicated
business lease financing, international and various types of consumer loans.
BankAtlantic provides for a general allowance for losses inherent in the
portfolio by the above categories, which consists of two components. First,
general loss percentages are calculated based upon historical analyses. In
considering this portion of the allowance, greater emphasis is placed on current
trends, if such trends are adverse. Secondly, a supplemental portion of the
allowance is calculated for inherent losses which probably exist as of the
evaluation date even though they might not have been identified by the more
objective processes used for the portion of the allowance described above. This
is due to the risk of error and/or inherent imprecision in the process. This
portion of the allowance is particularly subjective and requires judgments based
on qualitative factors which do not lend themselves to exact mathematical
calculations such as: trends in delinquencies and nonaccruals; volume and
portfolio mix; new credit products and/or changes in the geographic distribution
of these products; changes in lending policies, personnel and procedures; loan
review reports on the efficacy of the risk identification process; changes in
the outlook for local, regional and national economic conditions; concentrations
of credit; and peer group comparisons.
Specific allowances are provided in the event that the specific
collateral analysis on each classified loan indicates that the probable loss
upon liquidation of collateral would be in excess of the general percentage
allocation. The provision for loan loss is increased or decreased in order to
adjust the allowance for loan losses to the required level as determined above.
A loan is impaired when collection of principal and interest based on
the contractual terms of the loan is not probable. BankAtlantic measures
impairment based on (a) the present value of the expected future cash flows of
the impaired loan discounted at the loan's original effective interest rate, (b)
the observable market price of the impaired loans, or (c) the fair value of the
collateral of a collateral-dependent loan. BankAtlantic selects the measurement
method on a loan-by-loan basis, except that
F-14
<PAGE> 79
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
collateral-dependent loans for which foreclosure is probable are measured at the
fair value of the collateral. Specific allowances are provided, as noted above,
in the event the impairment calculation is in excess of the general allowance
allocation. In a troubled debt restructuring, BankAtlantic measures impairment
by discounting the total expected future cash flows at the loan's original
effective rate of interest.
Management believes the allowance for loan losses is adequate and that
it has a sound basis for estimating the adequacy of the allowance for loan
losses, however actual charge-offs incurred in the future are highly dependent
upon future events, including the economy of the geographical areas in which
BankAtlantic holds loans. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review BankAtlantic's
allowance for loan losses. Such agencies may require BankAtlantic to recognize
additions to the allowance based on their judgments about information available
to them at the time of their examination.
REAL ESTATE OWNED ("REO") -- REO is recorded at the lower of the loan
balance, plus acquisition costs, or fair value, less estimated disposition
costs. Expenditures for capital improvements made thereafter are generally
capitalized. Real estate acquired in settlement of loans are anticipated to be
sold and valuation allowance adjustments are made to reflect any subsequent
changes in fair values from the initially recorded amount. The costs of holding
REO are charged to operations as incurred. Provisions and reversals in the REO
valuation allowance are reflected in operations.
LOANS HELD FOR SALE AND LOANS HELD FOR INVESTMENT -- Residential first
mortgage loans held for sale are reported at the lower of cost or estimated
aggregate fair value based on current market prices for similar loans. Loan
origination fees and related direct loan origination costs and premiums and
discounts on purchased loans held for sale are deferred until the related loan
is sold. As part of its normal operations the Company makes bulk purchases of
residential loans which are generally categorized, at the time of purchase, as
held for investment.
LOAN ORIGINATION AND COMMITMENT FEES, PREMIUMS AND DISCOUNTS ON LOANS
AND RESIDENTIAL LOAN PORTFOLIO PURCHASES -- Origination and commitment fees
collected are deferred, net of direct costs, and amortized to interest income
over the estimated life of the loan, adjusted for prepayments using the level
yield method. Amortization of deferred fees is discontinued when the related
loan is placed on non-accrual status. Commitment fees related to expired
commitments are recognized as income when the commitment expires.
Unearned discounts on installment, second mortgage and home improvement
loans are amortized to income using the level yield method over the terms of the
related loans. Unearned discounts and premiums on purchased loans held for
investment are amortized to income using the level yield method over the
estimated life of the loans, adjusted for prepayments.
INVESTMENT BANKING ACTIVITIES -- RBCO securities transactions (and
related revenues and expenses) are recorded on a trade date basis. RBCO selling
concessions, consulting fees, management fees and underwriting fees, less
related expenses, are recorded in income as earned. All securities owned and
sold, but not yet purchased by RBCO are valued at market, which results in
unrealized gains and losses being reflected in operations.
Investment banking revenues include gains, losses and fees, net of
syndicate expense, arising from securities offerings in which RBCO acts as an
underwriter or agent. Investment banking revenues also include fees earned from
providing merger and acquisition and financial restructuring advisory services.
Principal Transactions - Principal transactions are sales and trading
activities of tax exempt debt securities, taxable debt securities and equity
securities conducted by RBCO.
Commissions -- Commission revenues reflect fees earned by RBCO from
retail customers upon the execution of equity and mutual fund trades.
LOAN SERVICING FEES -- Discontinued operations - BankAtlantic serviced
mortgage loans for its own account and for investors. The Company in December
1998 decided to exit the mortgage servicing business ("MSB"). Accordingly,
results of operations of the MSB are presented as "Discontinued Operations" in
the Consolidated Statements of Operations for all periods presented. Mortgage
loans serviced for investors are not included in the accompanying consolidated
statements of financial condition. Loan servicing fees were based on a
stipulated percentage of the outstanding loan principal balances being serviced
and recognized as income when related loan payments from mortgagors were
collected. Loan servicing costs were charged to expense
F-15
<PAGE> 80
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
as incurred. BankAtlantic recognizes as an asset the right to service mortgage
loans whether such servicing rights are purchased or originated. Originated
servicing rights are measured at the date of sale based on the relative fair
value of the servicing rights and related loans. Mortgage servicing rights
("MSR") are stated at the lower of amortized cost or fair value. The
amortization of MSR was on an individual loan basis. Both purchased and
originated MSR were amortized to expense using the level yield method over the
estimated life of the loan and continually adjusted for prepayments. For the
purpose of evaluating and measuring impairment of MSR, and determining the
amount of any valuation allowance, BankAtlantic stratifies those rights based on
the predominant risk characteristics of the underlying loans. Those
characteristics include loan type, note rate and term. Adjustments to the
valuation allowance are reflected in operations.
DEALER RESERVES, NET -- The dealer reserve receivable represents the
portion of interest rates passed through to dealers on indirect consumer loans.
During 1998 and 1997, BankAtlantic funded 100% of the dealer reserves at the
inception of the loan. Dealer reserves are amortized over the contractual life
of the related loans, adjusted for actual prepayments and losses, using the
interest method and classified as an adjustment to interest income. Dealer
reserves are stated net of accumulated amortization, allowances, and any
unfunded amounts due to the dealer.
REAL ESTATE HELD FOR DEVELOPMENT AND SALE -- Real estate held for
development and sale includes land held for development and land held for sale.
Costs associated with the development of a specific parcel are capitalized as a
cost of that parcel. Land and indirect land development costs are allocated to
the various parcels based upon the relative sales value method. Interest is
capitalized at the effective interest rates paid on borrowings for interest cost
incurred on real estate components during the preconstruction and planning stage
and the periods that projects are under development. Capitalization of interest
is discontinued if development ceases at a project. Real estate held for sale is
stated at cost unless the real estate within a community is determined to be
impaired, in which case the impaired real estate will be written down to fair
value. Real estate held for development is evaluated for impairment based upon
the undiscounted future cash flows of the property compared to the carrying
value of the property. If the undiscounted future cash flows are lower than the
carrying value of the property, a write-down is established for the difference
between the carrying amount of the parcel and the fair value of the parcel, less
cost to sell. The fair value of real estate is evaluated based on existing and
anticipated market conditions. The evaluation takes into consideration the
current status of the property, various restrictions, carrying costs, costs of
disposition and any other circumstances which may affect estimated fair value.
INVESTMENTS IN JOINT VENTURES -- The Company accounts for its general
partnership interests in its joint ventures in which it has a 50% or less
ownership interest using the equity method of accounting. Under the equity
method, the Company's initial investment in a joint venture is recorded at cost
and is subsequently adjusted to recognize its share of the joint venture's
earnings or losses. Distributions received from joint ventures reduce the
carrying amount of the investment. All intercompany profits and losses are
eliminated until realized through third party transactions. Interest is
capitalized on real estate joint ventures while the investee has activities in
progress necessary to commence its planned principal operations based on the
average balance outstanding of investments and advances to joint ventures.
Interest income on loans from BankAtlantic to joint ventures is eliminated based
on the Company's ownership percentage in consolidation until realized by the
joint venture.
Profit or loss on real estate sold including REO, joint ventures and
real estate held for development and sale is recognized in accordance with
Statement of Financial Accounting Standards No. 66, "ACCOUNTING FOR SALES OF
REAL ESTATE". Any estimated loss is recognized in the period in which it becomes
apparent.
IMPAIRMENT -- Long-lived assets, assets to be disposed of, investment
securities, cost over fair value of net assets acquired and certain identifiable
intangibles to be held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. In performing the review for recoverability,
the Company estimates the future cash flows expected to result from the use of
the asset and its eventual disposition. If the sum of the expected future cash
flows (undiscounted and without interest charges) is less than the carrying
amount of the asset, an impairment loss is recognized. Measurement of an
impairment loss for long-lived assets, assets to be disposed of, and
identifiable intangibles that the Company expects to hold and use is based on
the fair value of the asset.
OFFICE PROPERTIES AND EQUIPMENT -- Land is carried at cost. Office
properties, equipment and computer software are carried at cost less accumulated
depreciation. Depreciation is computed on the straight-line method over the
estimated useful lives of the assets which generally range up to 50 years for
buildings and 3-10 years for equipment and software. The cost of leasehold
improvements is being amortized using the straight-line method over the terms of
the related leases.
F-16
<PAGE> 81
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
Expenditures for new properties and equipment and major renewals and
betterments are capitalized. Expenditures for maintenance and repairs are
charged to expense as incurred and gains or losses on disposal of assets are
reflected in current operations.
COST OVER FAIR VALUE OF NET ASSETS ACQUIRED AND OTHER INTANGIBLE ASSETS
- - Cost over fair value of assets acquired and other intangible assets are being
amortized on a straight-line basis over its estimated useful life of 7-25 years.
ADVERTISING -- Advertising expenditures are expensed as incurred.
ALLOCATION OF INTEREST INCOME (EXPENSE) TO DISCONTINUED OPERATIONS --
Interest income (expense) was imputed to discontinued operations based on the
discontinued operations net assets and the Company's short term borrowing rate
during the years ended December 31, 1999, 1998 and 1997.
INCOME TAXES -- The Company and its subsidiaries file consolidated
federal income tax returns. The Company utilizes the asset and liability method
to account for income taxes. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect of a change in tax rates on deferred tax
assets and liabilities is recognized in the period that includes the statutory
enactment date. A deferred tax asset valuation allowance is recorded when it is
more likely than not that deferred tax assets will not be utilized.
DERIVATIVE INSTRUMENTS -- During the three years ended December 31,
1999 the Company has not purchased, sold or entered into derivative financial
instruments or derivative commodity instruments as defined by Statement of
Financial Accounting Standards No. 119, "DISCLOSURES ABOUT DERIVATIVE FINANCIAL
INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS" other than fixed rate loan
commitments.
COMMON STOCK -- The Company has two classes of common stock: Class A
non-voting common stock and Class B voting common stock. The Class A common
stock and the Class B common stock have substantially identical terms except
that (i) the Class B common stock is entitled to one vote per share while the
Class A common stock has no voting rights other than those which may be required
by Florida law in certain limited circumstances and (ii) the Class A common
stock is entitled to receive cash dividends equal to at least 110% of any cash
dividends declared and paid on the Class B common stock.
EARNINGS PER COMMON SHARE -- The Company is required to use the
two-class method to report its earnings per share, since it has a capital
structure which includes two classes of common stock with different dividend
rates. Holders of Class A common stock are entitled to receive per share cash
dividends equal to at least 110% of any per share cash dividends declared and
paid on Class B common stock. Non-cash distributions on Class A common stock
must be identical to those declared and issued on Class B common stock, except
that a distribution to holders of Class A common stock may be declared and
issued in Class A common stock while a distribution to holders of Class B common
stock may be declared and issued in either Class A common stock or Class B
common stock. Under the "two class method", net income available to common
shareholders is allocated to Class A and Class B common shares first by actual
cash dividends paid for actual shares outstanding during the period and
secondly, through the allocation of undistributed earnings. Since Class A common
shareholders are entitled to receive cash dividends equal to at least 110% of
any cash dividend declared and paid on Class B common shares, undistributed
earnings are allocated to Class A and Class B shares on a 110 to 100 basis,
respectively, based upon the ratio of the weighted average number of shares for
each class outstanding during the period to total shares (allocation
percentage). Because the allocation percentage for each class differs for basic
and diluted EPS purposes, allocated undistributed earnings differs for such
calculations. Outstanding shares during the period are retroactively restated
for stock splits and stock dividends declared in subsequent periods. The impact
of retroactively restating Class A common stock outstanding during each period
for Class A common stock issued to Class B common shareholders in stock splits
and stock dividends is to change the allocation percentage for undistributed
earnings that was originally utilized in the calculation of EPS in prior periods
such that the ratio of Class A EPS declines in relation to Class B EPS for such
restated periods. Basic earnings per share excludes dilution and is computed by
dividing net income by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution that
could occur if options, convertible securities or warrants to issue common
shares were exercised. In calculating diluted income per share, interest expense
net of taxes on convertible securities is added back to net income, with the
resulting amount divided by the weighted average number of dilutive common
shares outstanding, when dilutive. Common stock options, warrants, convertible
F-17
<PAGE> 82
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
securities and restricted stock, if dilutive, are considered in the weighted
average number of dilutive common shares outstanding. The options, warrants and
restricted stock are included in the weighted average number of dilutive common
shares outstanding based on the treasury stock method.
STOCK BASED COMPENSATION PLANS -- The Company maintains both qualifying
and non-qualifying stock-based compensation plans for its employees and
directors. The Company has elected to continue to account for its employee
stock-based compensation plans under Accounting Principles Board ("APB") Opinion
No. 25.
NEW ACCOUNTING PRONOUNCEMENTS -- Financial Accounting Standards Board
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133") was issued in June 1998. This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
condition and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as:
(a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm
commitment,
(b) a hedge of the exposure to variable cash flows of a forecasted
transaction, or
(c) a hedge of the foreign currency exposure of a net investment
in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign-currency-denominated
forecasted transaction.
The accounting for changes in the fair value of a derivative (that is,
gains and losses) depends on the intended use of the derivative and the
resulting designation. For a derivative designated as hedging the exposure to
changes in the fair value of a recognized asset or liability or a firm
commitment (referred to as a fair value hedge), the gain or loss is recognized
in earnings in the period of change together with the offsetting loss or gain on
the hedged item attributable to the risk being hedged. The effect of that
accounting is to reflect in the results of operations the extent to which the
hedge is not effective in achieving offsetting changes in fair value. For a
derivative designated as hedging the exposure to variable cash flows of a
forecasted transaction (referred to as a cash flow hedge), the effective portion
of the derivative as a gain or loss is initially reported as a component of
other comprehensive income (outside the results of operations) and subsequently
reclassified into results of operations when the forecasted transaction affects
the results of operations. The ineffective portion of the gain or loss is
reported in the results of operations immediately. For a derivative designated
as hedging the foreign currency exposure of a net investment in a foreign
operation, the gain or loss is reported in other comprehensive income (outside
the results of operations) as part of the cumulative translation adjustment. The
accounting for a fair value hedge described above applies to a derivative
designated as a hedge of the foreign currency exposure of an unrecognized firm
commitment or an available-for-sale security. Similarly, the accounting for a
cash flow hedge described above applies to a derivative designated as a hedge of
the foreign currency exposure of a foreign-currency-denominated forecasted
transaction. For a derivative not designated as a hedging instrument, the gain
or loss is recognized in the results of operations in the period of change.
Under this statement, an entity that elects to apply hedge accounting
is required to establish at the inception of the hedge the method it will use
for assessing the effectiveness of the hedging derivative and the measurement
approach for determining the ineffective aspect of the hedge. Those methods must
be consistent with the entity's approach to managing risk.
This statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. Initial application of this statement should be
as of the beginning of an entity's fiscal quarter; on that date, hedging
relationships must be designated anew and documented pursuant to the provisions
of this statement. This statement should not be applied retroactively to
financial statements of prior periods. The Company intends to implement FAS 133,
as amended by FAS 137, as of January 1, 2001 and its potential impact on the
Statement of Operations and Statement of Financial Condition is currently under
review by management.
F-18
<PAGE> 83
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
2. EARNINGS PER SHARE
The following reconciles the numerators and denominators of the basic and
diluted earnings per share computations and the allocation of earnings (loss)
between Class A and Class B common shares for the years ended:
(In thousands, except per share data and percentages)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997
---------------------------------- ----------------------------------- ---------------------------------
CLASS A CLASS B TOTAL CLASS A CLASS B TOTAL CLASS A CLASS B TOTAL
----------- ----------- -------- ----------- ----------- -------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIC NUMERATOR
Actual dividends
declared............. $ 3,010 $ 984 $ 3,994 $ 2,773 $ 1,025 $ 3,798 $ 1,365 $ 1,244 $ 2,609
Basic allocated
undistributed
earnings from
continuing
operations........... 19,006 5,792 24,798 4,823 1,565 6,388 14,684 6,365 21,049
----------- ----------- -------- ----------- ----------- -------- ----------- ----------- -------
Income from
continuing
operations........... 22,016 6,776 28,792 7,596 2,590 10,186 16,049 7,609 23,658
Income (loss) from
discontinued
operations........... 1,592 485 2,077 (13,754) (4,466) (18,220) 2,868 1,243 4,111
----------- ----------- -------- ----------- ----------- -------- ----------- ----------- -------
Net income (loss)..... $ 23,608 $ 7,261 $ 30,869 $ (6,158) $ (1,876) $ (8,034) $ 18,917 $ 8,852 $27,769
=========== =========== ======== =========== =========== ======== =========== =========== =======
BASIC DENOMINATOR
Weighted average
shares outstanding... 30,776,168 10,316,879 29,358,740 10,483,522 22,331,622 10,649,135
=========== =========== =========== =========== =========== ===========
Allocation percentage. 76.64% 23.36% 75.49% 24.51% 69.76% 30.24%
=========== =========== =========== =========== =========== ===========
Basic earnings per
share from
continuing
operations........... $ 0.72 $ 0.66 $ 0.26 $ 0.25 $ 0.72 $ 0.71
Basic earnings (loss)
per share from
discontinued
operations........... 0.05 0.04 (0.47) (0.43) 0.13 0.12
----------- ----------- ----------- ----------- ----------- -----------
Basic earnings (loss)
per share............ $ 0.77 $ 0.70 $ (0.21) $ (0.18) $ 0.85 $ 0.83
=========== =========== =========== =========== =========== ===========
DILUTED NUMERATOR
Actual dividends
declared............. $ 3,010 $ 984 $ 3,994 $ 2,773 $ 1,025 $ 3,798 $ 1,365 $ 1,244 $ 2,609
----------- ----------- -------- ----------- ----------- -------- ----------- ----------- -------
Basic allocated
undistributed
earnings from
continuing
operations........... 19,006 5,792 24,798 4,823 1,565 6,388 14,684 6,365 21,049
Reallocation of
basic undistributed
earnings due to
change in allocation
percentage........... 1,581 (1,581) 0 (84) 84 0 1,236 (1,236) 0
----------- ----------- -------- ----------- ----------- -------- ----------- ----------- -------
Diluted allocated
undistributed
earnings from
continuing
operations........... 20,587 4,211 24,798 4,739 1,649 6,388 15,920 5,129 21,049
Interest expense on
convertible debt..... 4,998 1,022 6,020 0 0 0 2,188 705 2,893
----------- ----------- -------- ----------- ----------- -------- ----------- ----------- -------
Dilutive net income
from continuing
operations........... 28,595 6,217 34,812 7,512 2,674 10,186 19,473 7,078 26,551
Dilutive net income
(loss) from
discontinued
operations........... 1,724 353 2,077 (13,516) (4,704) (18,220) 3,109 1,002 4,111
----------- ----------- -------- ----------- ----------- -------- ----------- ----------- -------
Net income (loss)..... $ 30,319 $ 6,570 $ 36,889 $ (6,004) $ (2,030) $ (8,034) $ 22,582 $ 8,080 $30,662
============ =========== ======== =========== =========== ======== =========== =========== =======
DILUTED DENOMINATOR
Basic weighted average
shares outstanding... 30,776,168 10,316,879 29,358,740 10,483,529 22,331,622 10,649,135
Convertible debentures 17,871,179 0 0 0 10,939,950 0
Options, warrants and
restricted common
stock................ 208,976 678,158 725,215 1,034,438 403,362 1,283,688
----------- ----------- ----------- ----------- ----------- -----------
Diluted weighted
average shares
outstanding.......... 48,856,323 10,995,037 30,083,955 11,517,960 33,674,934 11,932,823
=========== =========== =========== =========== =========== ===========
Allocation percentage. 83.02% 16.98% 74.18% 25.82% 78.63% 24.37%
=========== =========== =========== =========== =========== ===========
Diluted earnings per
share from
continuing
operations........... $ 0.59 $ 0.57 $ 0.25 $ 0.23 $ 0.58 $ 0.59
Diluted earnings
(loss) per share
from discontinued
operations........... 0.03 0.03 (0.45) (0.41) 0.09 0.09
----------- ----------- ----------- ----------- ----------- -----------
Diluted earnings
(loss) per share..... $ 0.62 $ 0.60 $ (0.20) $ (0.18) $ 0.67 $ 0.68
=========== =========== =========== =========== =========== ===========
</TABLE>
F-19
<PAGE> 84
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
3. SECURITIES AND SHORT-TERM INVESTMENTS
The following summarizes securities available-for-sale, tax
certificates and other securities (in thousands):
<TABLE>
<CAPTION>
Available for Sale
------------------------------------------------------
December 31, 1999 Gross Gross
- ----------------- Amotized Unrealized Unrealized Estimated
Cost Appreciation Depeciation Fair Value
-------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
MORTGAGE-BACKED SECURITIES (1):
FNMA mortgage-backed securities .............. $ 64,240 $ 25 $ 784 $ 63,481
FHLMC mortgage-backed securities ............. 13,547 4 190 13,361
FNMA real estate mortgage investment conduits 75,177 0 4,597 70,580
FHLMC real estate mortgage investment conduits 660,163 0 40,213 619,950
-------- ------ ------- --------
Total mortgage-backed securities ........ 813,127 29 45,784 767,372
-------- ------ ------- --------
INVESTMENT SECURITIES:
U.S. Treasury Notes .......................... 30,632 0 8 30,624
Corporate Bonds .............................. 2,322 0 229 2,093
Equity securities (2) ........................ 16,115 2,985 881 18,219
-------- ------ ------- --------
Total investment securities ............. 49,069 2,985 1,118 50,936
-------- ------ ------- --------
Total .............................. $862,196 $3,014 $46,902 $818,308
======== ====== ======= ========
</TABLE>
<TABLE>
<CAPTION>
Available for Sale
------------------------------------------------------
December 31, 1998 Gross Gross
- ----------------- Amotized Unrealized Unrealized Estimated
Cost Appreciation Depeciation Fair Value
-------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
MORTGAGE-BACKED SECURITIES (1):
FNMA mortgage-backed securities .............. $116,255 $ 856 $ 0 $117,111
FHLMC mortgage-backed securities ............. 148,745 1,057 59 149,743
FNMA real estate mortgage investment conduits 34,333 0 1,353 32,980
FHLMC real estate mortgage investment conduits 271,844 1,890 166 273,568
-------- ------ ------ --------
Total mortgage-backed securities ........ 571,177 3,803 1,578 573,402
-------- ------ ------ --------
INVESTMENT SECURITIES:
U.S. Treasury Notes .......................... 4,992 49 0 5,041
Corporate Bonds .............................. 2,342 0 362 1,980
Equity securities (2) ........................ 13,150 4,024 77 17,097
-------- ------ ------ --------
Total investment securities ............. 20,484 4,073 439 24,118
-------- ------ ------ --------
Total .............................. $591,661 $7,876 $2,017 $597,520
======== ====== ====== ========
</TABLE>
(1) The estimated fair value of securities pledged for the following
obligations are (in thousands):
1999 1998
-------- --------
FHLB advances .............................. $ 34,476 $ 90,600
Treasury tax and loan ...................... 3,200 3,500
Repurchase agreements ...................... 450,448 181,210
Public funds ............................... 90,341 52,977
Subordinated debentures..................... 5,800 5,800
-------- --------
$584,265 $334,087
======== ========
(2) Amortized cost reflects a $2.1 million impairment resulting from other
than temporary declines in the fair value for December 31, 1999 and
1998.
F-20
<PAGE> 85
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
The scheduled maturities of mortgage-backed and debt securities
available for sale were (in thousands):
<TABLE>
<CAPTION>
Available for Sale
---------------------------
Estimated
Amortized Fair
DECEMBER 31, 1999(1) Cost Value
--------- --------
<S> <C> <C>
Due within one year........................................ $ 14,685 $ 14,643
Due after one year, but within five years.................. 37,548 37,166
Due after five years, but within ten years................. 11,827 11,524
Due after ten years........................................ 782,021 736,756
-------- --------
Total................................................. $846,081 $800,089
======== ========
</TABLE>
(1) Scheduled maturities in the above table may vary significantly from
actual maturities due to prepayments.
TAX CERTIFICATES AND INVESTMENT SECURITIES
<TABLE>
<CAPTION>
DECEMBER 31, 1999 (1) Gross Gross Estimated
- ----------------- Amortized Unrealized Unrealized Fair
Coat Appreciation Depreciation Value
--------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
Tax certificates --
Net of allowance of $1,504................... $ 91,576 $ 0 $ 0 $ 91,576
Investment securities (2)........................... 21,424 0 0 21,424
-------- --------- ---------- --------
113,000 0 0 113,000
======== ========= ========== ========
DECEMBER 31, 1998 (1)
Tax certificates --
Net of allowance of $1,020.................. $ 49,896 $ 0 $ 0 $ 49,896
Investment securities.............................. 1,915 0 0 1,915
-------- --------- ---------- --------
$ 51,811 $ 0 $ 0 $ 51,811
======== ========= ========== ========
</TABLE>
(1) Management considers estimated fair value equivalent to book value for
tax certificates and investment securities since these securities have
no readily traded market.
(2) Other securities consist of equity instruments purchased through
private placements.
The estimated repayments for tax certificates held to maturity were
(in thousands):
<TABLE>
<CAPTION>
Book Estimated
December 31, 1999 Value Fair
------- ---------
<S> <C> <C>
Due in one year or less........................................... $65,310 $65,310
Due after one year through five years............................. 26,266 26,266
Due after five years through ten years............................ 0 0
------- -------
Total $91,576 $91,576
======= =======
</TABLE>
Tax certificates represent a priority lien against real property for
which assessed real estate taxes are delinquent. BankAtlantic's experience with
this type of investment has been favorable as rates earned are generally higher
than many alternative investments and substantial repayment occurs over a two
year period. The primary risks BankAtlantic has experienced with tax
certificates have related to the risk that additional funds may be required to
purchase other certificates related to the property, the risk that the liened
property may be unusable and the risk that potential environmental concerns may
make taking title to the property untenable. See Note 6 for activity in the
allowance for tax certificate losses.
F-21
<PAGE> 86
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
During the years ended December 31, 1999, 1998 and 1997, the Company
sold the following securities available for sale for realized gains of $2.0
million, $2.4 million and $2.4 million, respectively (in thousands):
<TABLE>
<CAPTION>
Sales (1)
----------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
7 year balloon mortgage-backed securities ..... $ 0 $127,915 $ 66,021
5 year balloon mortgage-backed securities ..... 0 27,151 28,096
30 year mortgage backed securities ............ 0 0 6,412
15 year mortgage backed securities ............ 0 0 1,066
Real estate mortgage investment conduit ....... 0 0 5,900
U.S. treasury notes ........................... 59,005 181,558 231,038
Federal agency obligations .................... 0 0 7,600
Corporate bonds ............................... 0 9,977 0
-------- -------- --------
Total fixed rate securities .............. 59,005 346,601 346,133
-------- -------- --------
Securitized loans ............................. 30,649 0 0
-------- -------- --------
5-1 Adjustable rate mortgages ................. 137,987 253,129 9,363
3-1 Adjustable rate mortgages ................. 0 103,183 0
-------- -------- --------
Total adjustable rate mortgages ............... 137,987 356,312 9,363
-------- -------- --------
Marketable equity securities .................. 2,413 675 0
-------- -------- --------
Total securities available for sale activity $230,054 $703,588 $355,496
======== ======== ========
</TABLE>
(1) Stated at cost.
During the year ended December 31, 1997, the Company purchased $6.2
million of marketable equity trading securities and sold $2.9 million of these
trading securities for a $699,000 realized gain. The Company had an unrealized
gain on trading portfolio of $1.8 million at December 31, 1997. During the year
ended December 31, 1998, the Company began trading government securities which
are generally bought and sold on the same day. The Company realized a $62,000
gain from trading government securities during the year ended December 31, 1998.
During 1999 the Company's securities trading activities were expanded beyond
trading in government securities, to include trading in options and futures
contracts on Eurodollar time deposits that settle in three months or less.
Eurodollar time deposits are indexed to the LIBOR interest rate. The Company
recognized a $82,000 loss on trading activities during the year ended December
31, 1999.
The Company's trading account consists of the following (in thousands):
December 31, December 31,
1999 1998
------- -------
Debt obligations:
States and municipalities .. $13,961 $18,476
Corporations ............... 1,085 615
U.S. Government and agencies 29 172
Corporate equity ............. 8,236 10,448
Other ........................ 0 294
------- -------
Total ................... $23,311 $30,005
======= =======
All the trading securities outstanding at December 31, 1999 were
associated with trading activities conducted both as principal and as agent on
behalf of individual and institutional investor clients of RBCO. Transactions as
principal involve making markets in securities which are held in inventory to
facilitate sales to and purchases from customers. During the year ended December
31, 1999 RBCO realized net gains from principal transactions of $12.1 million.
During the period from acquisition through December 31, 1998, RBCO realized net
gains from principal transactions of $4.4 million.
Included in other liabilities at December 31, 1999 and 1998 were $2.6
million and $2.9 million, respectively of securities sold not yet purchased
relating to RBCO trading activity.
F-22
<PAGE> 87
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
Securities sold, but not yet purchased consists of the following (in
thousands):
December 31,
--------------------
1999 1998
------ ------
Corporate equity ..... $2,629 $2,842
Other debt obligations 0 30
------ ------
Total ........... $2,629 $2,872
====== ======
Securities sold, but not yet purchased are a part of RBCO's normal
activities as a broker and dealer in securities and are subject to
off-balance-sheet market risk of loss should RBCO be unable to acquire the
securities for delivery to the purchaser at prices equal to or less than the
current recorded amounts.
The following table provides information on resell agreements (in
thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------
1999 1998 1997
------ ------- ------
<S> <C> <C> <C>
Ending Balance ................................... $ 313 $ 0 $ 0
Maximum outstanding at any month end within period $9,681 $4,000 $ 0
Average amount invested during period ............ $4,394 $3,000 $2,900
Average yield during period ...................... 4.88% 4.66% 5.45%
</TABLE>
The underlying securities associated with the resell agreements during
the years ended December 31, 1999, 1998 and 1997 were in BankAtlantic's
possession.
The following table provides information on Federal Funds sold (in
thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------
1999 1998 1997
------ ------- -------
<S> <C> <C> <C>
Ending Balance ................................... $ 0 $ 0 $ 0
Maximum outstanding at any month end within period $1,750 $21,000 $12,400
Average amount invested during period ............ $1,302 $ 2,688 $ 1,401
Average yield during period ...................... 4.92% 5.54% 6.28%
</TABLE>
F-23
<PAGE> 88
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
4. LOANS RECEIVABLE
Loans receivable, net were:
<TABLE>
<CAPTION>
December 31,
------------------------------
1999 1998
----------- -----------
(In Thousands)
<S> <C> <C>
Real estate loans:
Purchased residential ............................ $ 1,185,383 $ 1,336,100
Construction and development ..................... 634,382 439,418
FHA and VA insured ............................... 2,850 487
Commercial ....................................... 307,931 341,738
Small business ................................... 21,671 20,275
Other loans:
Second mortgages - direct ........................ 85,936 60,403
Second mortgages - indirect ...................... 5,325 8,032
Commercial business .............................. 56,259 62,591
Commercial syndications .......................... 131,781 29,000
Lease financing .................................. 43,436 25,055
Small business - non-mortgage .................... 93,442 98,543
Due from foreign banks ........................... 51,894 27,293
Banker's acceptances ............................. 13,616 9,662
Deposit overdrafts ............................... 3,536 1,638
Consumer loans - other direct .................... 31,972 39,292
Consumer loans - other indirect .................. 120,873 212,571
----------- -----------
Total gross loans ........................ 2,790,287 2,712,098
----------- -----------
Adjustments:
Undisbursed portion of loans in process .......... (286,608) (218,937)
Premiums related to purchased loans .............. 10,478 11,563
Unearned discounts on commercial real estate loans (235) (286)
Allowance for loan losses ........................ (44,450) (37,950)
----------- -----------
Loans receivable -- net .................. $ 2,469,472 $ 2,466,488
=========== ===========
</TABLE>
Net investments in financing leases consist of the following (in
thousands):
December 31,
-------------------------
1999 1998
-------- --------
Minimum lease payments receivable $ 53,278 $ 30,224
Residuals ........................ 4,108 2,897
Unearned lease income ............ (13,950) (8,066)
-------- --------
43,436 25,055
Deferred initial direct costs, net 412 148
Allowance for lease losses ....... (2,131) (1,320)
-------- --------
Net investment in financing leases $ 41,717 $ 23,883
======== ========
F-24
<PAGE> 89
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
Minimum
Year Lease
Ending Payments
December 31, Receivable
------------ ----------
(In thousands)
2000 $18,665
2001 14,226
2002 10,695
2003 6,900
2004 2,525
Thereafter 267
-------
$53,278
=======
Lease income for the years ended December 31, 1999 and 1998 was $5.2
million and $2.4 million, respectively.
BankAtlantic is subject to economic conditions which could adversely
affect both the performance of the borrower or the collateral securing the loan.
At December 31, 1999, 48% of total aggregate outstanding loans were to borrowers
in Florida, 11% of total loans were to borrowers in the Northeastern United
States, 8% of the total loans were to borrowers in California, and 33% were to
borrowers located elsewhere. Additionally, deferred loan fees netted against
loan balances were $3.8 million and $2.8 million at December 31, 1999 and 1998,
respectively. Commitments to sell residential mortgage loans were $2.3 million
and $45.4 million at December 31, 1999 and 1998, respectively. Variable rate
commitments to sell residential mortgage loans were $65,000 and zero, whereas,
fixed rate commitments to sell residential mortgage loans were $2.2 million and
$45.4 million at December 31, 1999 and 1998, respectively. Such residential
mortgage loan sales related to loans originated for sale.
Included in other assets were $4.7 million and $10.0 million of prepaid
dealer reserves at December 31, 1999 and 1998, respectively.
During the year ended December 31, 1998, the Company transferred $108.5
million of purchased residential loans from the held for investment category to
the loans held for sale category, respectively. As part of its normal
operations, the Company purchases bulk residential loans and continually
evaluates the portfolio. These evaluations may result in transfers from the held
for investment category to the held for sale category; however, such transfers
would not normally exceed 10% of the average annual balance of the portfolio.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
F-25
<PAGE> 90
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
Activity in the allowance for loan losses was (in thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Balance, beginning of period .................................. $ 37,950 $ 28,450 $ 25,750
Charge-offs:
Commercial business loans ................................... (87) (896) (180)
Commercial real estate loans ................................ (211) (562) (276)
Lease financing ............................................. (1,217) (1,233) 0
Small business - real estate ................................ (192) (72) 0
Small business - non-mortgage ............................... (12,339) (1,971) 0
Consumer loans - indirect ................................... (11,052) (9,446) (7,885)
Consumer loans - direct ..................................... (2,443) (1,746) (2,809)
Residential real estate loans ............................... (30) (61) (76)
Purchased residential real estate loans .................... (120) (108) (104)
----------- ----------- -----------
(27,691) (16,095) (11,330)
----------- ----------- -----------
Recoveries:
Commercial business loans ................................... 185 489 301
Small business - non-mortgage ............................... 188 30 0
Commercial real estate loans ................................ 205 9 208
Lease financing ............................................. 285 229 0
Consumer loans - indirect ................................... 1,931 1,449 1,462
Consumer loans - direct ..................................... 739 844 791
----------- ----------- -----------
3,533 3,050 2,762
----------- ----------- -----------
Net charge-offs ............................................... (24,158) (13,045) (8,568)
Additions charged to operations ............................... 30,658 21,788 11,268
Allowance for loan losses acquired ............................ 0 757 0
----------- ----------- -----------
Balance, end of period ........................................ $ 44,450 $ 37,950 $ 28,450
=========== =========== ===========
Average outstanding loans during the period ................... $ 2,654,349 $ 2,540,271 $ 1,940,060
=========== =========== ===========
Average outstanding banker's acceptances during the period .... $ 13,400 $ 16,790 $ 7,966
=========== =========== ===========
Ratio of net charge-offs to average outstanding loans ......... 0.91% 0.51% 0.44%
=========== =========== ===========
Ratio of net charge-offs to average outstanding loans including
banker's acceptances ........................................ 0.91% 0.51% 0.44%
=========== =========== ===========
</TABLE>
Aggregate loans to and repayments of loans by directors, executive
officers, principal stockholders and other related interests for the years ended
December 31, 1999 and 1998 were (in thousands):
<TABLE>
<CAPTION>
Balance At Balance At Balance At
December 31, December 31, December 31,
1997 Additions Deletions 1998 Additions Deletions 1999
--------------- ------------ ------------ --------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
$ 385 0 122 263 109 63 $ 309
=============== ============ ============ =============== ============ ============= ===============
</TABLE>
Certain directors, who are also executive officers, have investments or
are partners in real estate joint ventures with developers that have loans with
BankAtlantic or are partners in BDC joint ventures. Also, beginning in September
1998, BDC agreed to pay a company controlled by the Vice Chairman of the Company
$50,000 per month for services and management relating to SLWHC and the joint
ventures. Additionally, during each of the years in the three year period ending
December 31, 1999, BFC Financial Corporation paid the Company a $9,000 quarterly
management fee. BFC Financial Corporation ("BFC") provides management and
accounting services to the company's wholly-owned subsidiary
F-26
<PAGE> 91
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
BankAtlantic Development Corporation ("BDC"). During the year ended December 31,
1999 BDC paid BFC $111,000 for services performed.
Accrued interest receivable consisted of (in thousands):
December 31,
----------------------
1999 1998
------- -------
Loans receivable ..................... $19,760 $19,127
Investment securities held to maturity 5,599 4,077
Securities available for sale ........ 5,235 4,567
------- -------
$30,594 $27,771
======= =======
5. DISCONTINUED OPERATIONS, RESTRUCTURING CHARGES AND WRITE-DOWNS
DISCONTINUED OPERATIONS
At December 31, 1998, the Board of Directors adopted a formal plan to
dispose of the Company's MSB operations. The Company concluded that the MSB no
longer met the Company's standards for profitability and the Company decided to
exit the MSB. The exit plan was substantially completed during the year ended
December 31, 1999. The Company sold its mortgage servicing portfolio to an
unrelated third party in April 1999. The Company settled the sale of this
portfolio on July 8, 1999 and the majority of the servicing personnel left the
Company in July, 1999. At December 31, 1999, MSB had total assets of $785,000
and total liabilities of $725,000. Total assets consisted of a building and
total liabilities consisted primarily of expected costs to obtain loan documents
associated with the April 1999 servicing portfolio sale and costs associated
with year end Internal Revenue Service information reporting.
The MSB had total assets of $49.6 million and total liabilities of
$79.7 million at December 31, 1998. The assets primarily consisted of MSR and
receivables from previous sales of MSR. The liabilities were primarily advances
by borrowers for taxes and insurance and collections of principal and interest
payments due to investors.
During the year ended December 31, 1999, the Company recognized a $2.1
million gain, net of taxes from discontinued operations. The discontinued
operations gain resulted from lower than anticipated costs to sell the MSR
portfolio along with slower loan repayments then projected.
Loss from discontinued operations during the year ended December 31,
1998 includes the results of operations through the measurement date (December
31, 1998), as well as the anticipated loss from operations through the
anticipated disposal date (including estimated losses on sale of MSB assets).
The Company recognized a $10.0 million ($6.1 million net of tax) estimated loss
on exiting the MSB.
Activity in the allowance established for the MSB and the operation
activity from the measurement date through December 31, 1999 was as follows: (in
thousands):
<TABLE>
<CAPTION>
Balance At Amounts Change Balance At
December 31, Paid/ in December 31,
1998 Write-downs Estimates 1999
------------ ----------- --------- ------------
<S> <C> <C> <C> <C>
Employee severance and benefits ...................... $ 925 $ 802 $ 210 $333
Provision for servicing contract cancellation ........ 900 725 (175) 0
Fixed asset write-downs .............................. 430 264 (166) 0
Estimated cost to sell MSR ........................... 3,600 1,566 (1,768) 266
Anticipated loss from operations through disposal date 4,145 2,571 (1,448) 126
------- ------ ------- ----
Total .............................................. $10,000 $5,928 $(3,347) $725
======= ====== ======= ====
</TABLE>
Changes in estimates have been accounted for prospectively and
included in income (loss) from discontinued operations in the Company's
Consolidated Statement of Operations.
F-27
<PAGE> 92
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
The components of earnings (loss) from discontinued operations are as
follows (in thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------
1999 1998 1997
------- -------- -------
<S> <C> <C> <C>
Net interest income (expense) ...................... $ 0 $ 1,038 $ 833
Loan servicing fees, net of amortization ........... 0 (6,574) 2,478
Provision for valuation of mortgage servicing rights 0 (10,690) 0
Gain on sale of mortgage servicing rights .......... 0 2,611 7,905
Non-interest expenses .............................. 0 (5,706) (4,600)
------ -------- -------
Income (loss) before income taxes from operations .. 0 (19,321) 6,616
Income tax provision (benefit) ..................... 0 (7,315) 2,505
------ -------- -------
Income (loss) from operations net of tax ........... 0 (12,006) 4,111
------ -------- -------
Estimated (gain) loss on disposal of MSB ........... 3,346 (10,000) 0
Income tax provision (benefit) ..................... 1,269 (3,786) 0
------ -------- -------
Estimated gain (loss) on disposal of MSB, net of tax 2,077 (6,214) 0
------ -------- -------
Income (loss) from discontinued operations ......... $2,077 $(18,220) $ 4,111
====== ======== =======
</TABLE>
At December 31, 1998 and 1997 BankAtlantic serviced loans for the
benefit of others amounting to approximately $3.5 billion, and $2.9 billion,
respectively. At December 31, 1998 other liabilities includes approximately
$16.5 million (included in total liabilities above) of loan payments due to
others. The activity in mortgage servicing rights was (in thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Balance, beginning of period ........... $ 44,315 $ 38,789 $ 25,002
Servicing rights originated ............ 0 111 1,668
Servicing rights purchased ............. 897 64,176 45,840
Servicing rights sold .................. (41,641) (29,094) (25,511)
Write-downs of mortgage servicing rights (18) (10,690) 0
Amortization of servicing rights ....... (2,674) (18,977) (8,210)
-------- -------- --------
Balance, end of period ................. $ 879(1) $ 44,315 $ 38,789
======== ======== ========
</TABLE>
(1) Represents purchase of bulk residential loans servicing released.
MSRs were valued at the lower of cost or market at December 31, 1998.
The market value was calculated by an independent appraiser using average market
prepayment assumptions of 295% PSA, weighted average gross coupon of 7.42% and a
discount rate of 9.87%.
The activity in the MSR valuation allowance was as follows (in
thousands):
For the Year Ended December 31,
------------------------------------
1999 1998 1997
-------- -------- ----
Beginning valuation allowance $ 10,690 $ 0 $ 0
Provision for valuation of MSR 18 15,000 0
Reversals of provision ....... (10,690) (4,310) 0
-------- -------- --
Ending valuation allowance ... $ 18 $ 10,690 $0
======== ======== ==
F-28
<PAGE> 93
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
RESTRUCTURING CHARGES AND WRITE-DOWNS
During December 1998, the Company commenced a restructuring of its
operations as part of a year long efficiency study conducted with the assistance
of an outside consulting firm. As part of the restructuring, the Company ceased
the origination of indirect automobile loans and consolidated its mortgage
banking operations in the Tampa Bay area into a centralized processing operation
on December 15, 1998. Three branch offices were closed on March 31, 1999. In
addition, one drive-through facility was closed on December 15, 1998. The
restructuring reduced the Company's number of full time employees by
approximately 115. The restructuring liability at December 31, 1999 consists of
the remaining lease payments on three closed branches.
Restructuring charges and write-downs during 1999 consisted of (in
thousands):
<TABLE>
<CAPTION>
Initial Amount Ending
Amount Paid or Balance
December 31, Written Down December 31,
1998 During Period 1999
----------- ------------- ------------
<S> <C> <C> <C>
Employee severance and benefits ................ $1,000 $(1,000) $ 0
Impairment of assets due to facility closures .. 956 (956) 0
Provision for lease contracts on closed branches 376 (105) 271
Other .......................................... 233 (233) 0
------ ------- ----
Total restructuring charges ............... $2,565 $(2,294) $271
====== ======= ====
</TABLE>
The items in the above table were established on December 31, 1998 and
included in other liabilities.
The book value of assets to be disposed of was $2.8 million at December
31, 1998 and the impairment thereon was based on an independent third party
appraisal.
6. RISK ELEMENTS
Risk elements consist of non-accrual loans, non-accrual tax
certificates, restructured loans, past-due loans, REO, repossessed assets, and
other impaired loans which management has doubts about the borrower's ability to
comply with the contractual repayment terms. Non-accrual loans are loans on
which interest recognition has been suspended because of doubts as to the
borrower's ability to repay principal or interest. Non-accrual tax certificates
are tax deeds or securities in which interest recognition has been suspended due
to the aging of the certificate or deed. Restructured loans include loans for
which the terms have been altered to provide a reduction or deferral of interest
or principal because of a deterioration in the borrower's financial position.
Impaired loans are loans in which the collection of principal and interest based
on the contractual term of the loan is not probable. BankAtlantic did not have
any commitments outstanding to lend additional funds on impaired and
restructured loans at December 31, 1999 and 1998.
F-29
<PAGE> 94
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
Risk elements were (in thousands):
<TABLE>
<CAPTION>
December 31,
-------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Non-accrual -- tax certificates ................ $ 2,258 $ 765 $ 880
Non-accrual -- loans, net of specific allowances 32,294 23,364 17,569
Non-accrual -- 1-4 family loans purchased (3) .. 10,447 0 0
Loans contractually past due 90 days or more (1) 410 3,182 647
Real estate owned, net of allowance ............ 3,951 5,503 7,528
Other repossessed assets ....................... 1,253 1,896 2,912
------- ------- -------
Total non-performing ................. 50,613 34,710 29,536
Restructured (2) ............................... 0 7 4,043
------- ------- -------
Total risk elements .................. $50,613 $34,717 $33,579
======= ======= =======
Allowance for tax certificate losses ........... $ 1,504 $ 1,020 $ 949
======= ======= =======
Allowance for loan losses ...................... $44,450 $37,950 $28,450
======= ======= =======
</TABLE>
(1) The majority of these amounts represent loans that have matured and the
borrower continues to make the payments under the matured loan
agreement. BankAtlantic is in the process of renewing or extending
these matured loans.
(2) The 1997 restructured loans either were paid in full by the borrower or
were performing to the terms of the amended loan agreement for over one
year.
(3) Amount represents delinquent loans purchased.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
F-30
<PAGE> 95
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
RISK ELEMENTS - LOANS
The following summarizes impaired loans (in thousands):
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
---------------------------- -------------------------
Gross Gross
Recorded Specific Recorded Specific
Investment Allowances Investment Allowances
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Nonaccrual loans:
With specific allowances ..................... $ 2,609 $ 877 $ 1,913 $ 619
Without specific allowances .................. 41,009 0 22,070 0
------- ------- ------- -------
43,618 877 23,983 619
------- ------- ------- -------
Restructured loans:
Without specific allowances ................... 0 0 7 0
------- ------- ------- -------
Loans contractually past due 90 days or more ... 410 0 3,182 0
------- ------- ------- -------
Other impaired loans:
Other impaired commercial loans with specific
allowances(1) ................................ 918 363 414 189
Other impaired commercial loans without specific
allowances (1) ............................... 0 0 5,861 0
------- ------- ------- -------
Total ................................ $44,946 $ 1,240 $33,447 $ 808
======= ======= ======= =======
</TABLE>
(1) These loans are not included in risk elements, and are performing based
on their contractual terms; however, the collection of all principal
and interest is uncertain.
Included in non-accrual impaired loans at December 31, 1999 was
$976,000 of purchased discount associated with 1-4 family non-accrual loans
purchased.
There was no net interest forgone related to restructured loans at
December 31, 1999, 1998 and 1997. Interest income of zero, $1,000 and $799,000
was recognized on restructured loans during 1999, 1998 and 1997, respectively.
The average net recorded investment in impaired loans for the years
ended December 31, 1999, 1998 and 1997 was $28.8 million, $24.3 million and
$20.2 million, respectively. Interest income which would have been recorded
under the contractual terms of impaired loans and the interest income actually
recognized was (in thousands):
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Interest income which would have been recorded $ 3,669 $ 3,058 $ 2,487
Interest income recognized ................... (1,739) (1,850) (1,548)
------- ------- -------
Interest income forgone ...................... $ 1,930 $ 1,208 $ 939
======= ======= =======
</TABLE>
F-31
<PAGE> 96
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
RISK ELEMENTS- REAL ESTATE OWNED, NET
The components of "Foreclosed asset activity, net" were (in thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Real estate acquired in settlement of loans and tax certificates:
Operating expenses, net ......................................... $ 331 $ 651 $ 492
Provisions (reversals) of losses on REO ......................... 340 1,115 (56)
Net gains on sales .............................................. (2,165) (1,012) (354)
------- ------- -------
Total (income) loss ................................... $(1,494) $ 754 $ 82
======= ======= =======
</TABLE>
Activity in the allowance for real estate owned consisted of (in
thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Balance, beginning of period ............... $ 1,200 $ 1,500 $ 1,800
Charge-offs:
Commercial real estate (A) ............... (890) (514) 0
Residential real estate .................. (340) (901) (244)
------- ------- -------
(1,230) (1,415) (244)
Provision for (reversal of) losses on REO 340 1,115 (56)
------- ------- -------
Balance, end of period ..................... $ 310 $ 1,200 $ 1,500
======= ======= =======
</TABLE>
(A) Acquired through tax deed.
RISK ELEMENTS - TAX CERTIFICATES
Activity in the allowance for tax certificate losses was: (in
thousands)
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Balance, beginning of period .............. $ 1,020 $ 949 $ 1,466
Charge-offs ............................... (820) (976) (1,444)
Recoveries ................................ 876 813 1,025
------- ------- -------
Net recoveries (charge-offs) .............. 56 (163) (419)
Provision (reversals) charged to operations 428 234 (98)
------- ------- -------
Balance, end of period .................... $ 1,504 $ 1,020 $ 949
======= ======= =======
</TABLE>
F-32
<PAGE> 97
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
7. OFFICE PROPERTIES AND EQUIPMENT
Office properties and equipment was comprised of (in thousands):
December 31,
----------------------
1999 1998
------- -------
Land ................................. $13,886 $14,543
Buildings and improvements ........... 48,011 47,464
Furniture and equipment .............. 32,889 33,493
------- -------
Total ...................... 94,786 95,500
Less accumulated depreciation ........ 39,313 37,410
------- -------
Office properties and equipment -- net $55,473 $58,090
======= =======
During 1999 land and buildings associated with three branches that
were relocated with a net book value of $1.5 million were sold for a net gain of
$2.0 million.
8. DEPOSITS
The weighted average nominal interest rate payable on deposit accounts
at December 31, 1999 and 1998 was 3.67% and 3.42% , respectively. The stated
rates and balances at which BankAtlantic paid interest on deposits were:
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------
1999 1998
----------------------------- ------------------------
Amount Percet Amount Percet
----------- ------ --------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Interest free checking ......................... $ 221,498 10.92% $ 235,124 12.21%
Insured money fund savings
4.29% at December 31, 1999,
3.86% at December 31, 1998 .................. 368,968 18.19 421,978 21.91
NOW accounts
1.00% at December 31, 1999,
1.00% at December 31, 1998 ................... 215,953 10.65 234,185 12.16
Savings accounts
1.06% at December 31, 1999,
1.06% at December 31, 1998 ................... 115,228 5.68 127,747 6.63
---------- ------ ---------- -----
Total non-certificate accounts ................. 921,647 45.44 1,019,034 52.91
---------- ------ ---------- -----
Certificate accounts:
0.00% to 4.00% ............................... 82,359 4.06 77,146 4.01
4.01% to 5.00% ............................... 360,669 17.79 238,943 12.41
5.01% to 6.00% ............................... 594,507 29.32 521,570 27.08
6.01% to 7.00% ............................... 47,852 2.36 52,937 2.75
7.01% and greater ............................ 10,919 0.54 11,478 0.60
---------- ------ ---------- -----
Total certificate accounts ..................... 1,096,306 54.07 902,074 46.85
---------- ------ ---------- -----
Total deposit accounts ......................... 2,017,953 99.51 1,921,108 99.76
---------- ------ ---------- -----
Interest earned not credited to deposit accounts 9,939 0.49 4,664 0.24
---------- ------ ---------- -----
Total .......................................... $2,027,892 100.00% 1,925,772 100.0%
========== ====== ========== =====
</TABLE>
F-33
<PAGE> 98
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Interest expense by deposit category was (in thousands):
<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Money fund savings and NOW accounts .... $ 16,427 $ 14,038 $ 13,970
Savings accounts ....................... 1,833 7,018 6,617
Certificate accounts -- below $100,000 . 30,102 29,447 37,973
Certificate accounts, $100,000 and above 28,783 16,543 9,882
Less early withdrawal penalty .......... (270) (332) (211)
-------- -------- --------
Total ................... $ 76,875 $ 66,714 $ 68,231
======== ======== ========
</TABLE>
At December 31, 1999, the amounts of scheduled maturities of
certificate accounts were (in thousands):
<TABLE>
<CAPTION>
Year Ending December 31,
---------------------------------------------------------------------------
2000 2001 2002 2003 2004 Thereafter
-------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
0.00% to 4.00% .. $ 75,653 $ 5,655 $ 425 $ 201 $ 425 $ 0
4.01% to 5.00% .. 327,417 28,264 1,597 1,625 1,740 26
5.01% to 6.00% .. 538,896 40,246 8,001 5,167 1,975 222
6.01% to 7.00% .. 19,438 14,553 10,357 590 2,795 119
7.01% and greater 10,421 51 135 0 302 10
-------- -------- -------- -------- -------- --------
Total ....... $971,825 $ 88,769 $ 20,515 $ 7,583 $ 7,237 $ 377
======== ======== ======== ======== ======== ========
</TABLE>
Time deposits of $100,000 and over had the following maturities (in
thousands):
DECEMBER 31,
1999
-----------
Less than 3 months.............................................. $107,636
3 to 6 months .................................................. 189,021
6 to 12 months ................................................. 192,720
More than 12 months.............................................. 46,499
--------
Total ............................................... $535,876
========
Included in certificate accounts at December 31, 1999 and 1998 were
$159.0 million and $38.2 million of brokered deposits and $158.5 million and
$114.8 million of State of Florida public deposits, respectively. RBCO acted as
the principal dealer in obtaining $145.3 million and $38.2 million of the
brokered deposits outstanding at December 31, 1999 and 1998, respectively.
BankAtlantic has various facilities for obtaining brokered deposits. These
facilities are considered as an alternative source of borrowings, when and if
needed.
F-34
<PAGE> 99
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. ADVANCES FROM FEDERAL HOME LOAN BANK AND FEDERAL FUNDS PURCHASED
Advances from Federal Home Loan Bank ("FHLB") incur interest and were
repayable as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
Repayable During Year --------------------------------
Ending December 31, Year Callable Interest Rate 1999 1998
- -------------------------------------------- --------------- -------------- ------------- -------------
<C> <C> <C> <C> <C> <C>
1999........................................ 5.15% to 6.83% 0 156,393
2000........................................ 5.00% to 7.00% 134,400 54,393
2001........................................ 6.29% to 7.09% 37,778 37,778
2002........................................ 5.73% to 7.18% 66,468 21,468
2003........................................ 7.24% to 7.25% 9,540 9,540
------------- -------------
Total fixed rate advances............. 248,186 279,572
------------- -------------
2002........................................ 1999 5.73% to 6.04% 0 45,000
2002........................................ 2000 5.68% to 6.20% 105,000 130,000
2003........................................ 2001 5.39% 25,000 25,000
2004........................................ 2000 5.29% 25,000 0
2007........................................ 2002 5.68% 25,000 25,000
2008........................................ 2001 5.18% 25,000 25,000
2008........................................ 2003 4.87% to 5.67% 465,000 515,000
------------- -------------
Total callable fixed advances.......... 670,000 765,000
------------- -------------
Adjustable rate advances 2000.......... 6.44% to 6.48% 180,000 0
------------- -------------
Total FHLB advances.................... $ 1,098,186 $ 1,044,572
============= =============
</TABLE>
Included in fixed rate advances at December 31, 1999 and 1998 were $80
million and $100.0 million of overnight advances, respectively. Callable
advances give the FHLB the option to reprice, at a specific date, in whole, the
advance. Upon the FHLB exercising its call option, the Company has the option to
convert to a three month liborbased floating rate advance, payoff the advance or
convert to a fixed rate advance. BankAtlantic has established a blanket floating
lien with the FHLB. Under the lien, BankAtlantic assigns a security lien against
its residential loans. At December 31, 1999 and 1998, $1.4 billion and $1.6
billion of 1-4 family residential loans were pledged against FHLB advances. In
addition, FHLB stock is pledged as collateral for outstanding FHLB advances.
BankAtlantic's line of credit with the FHLB, is limited to 30% of assets,
subject to available collateral, with a maximum term of 10 years at December 31,
1999. On December 31, 1999, BankAtlantic pledged $222.9 million of consumer
loans to the Federal Reserve Bank of Atlanta ("FRB") as collateral for potential
advances of $178.3 million. The FRB line of credit has not been utilized by the
Company.
BankAtlantic established $65.0 million of lines of credit with four
federally insured banking institutions for the purchase of Federal Funds. At
December 31, 1999 and 1998, the outstanding balance of these lines of credit was
$5.9 million and $18.5 million, respectively. The average balance outstanding
during the years ended December 31, 1999 and 1998 of the Federal Funds purchased
lines of credit was $10.9 million and $5.4 million, respectively. The maximum
outstanding balance at any month end during 1999 and 1998 of the Federal Funds
purchased lines of credit was $32 million and $18.5 million, respectively.
F-35
<PAGE> 100
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Securities sold under agreements to repurchase are summarized below (in
thousands):
December 31,
------------------------
1999 1998
-------- --------
Agreements to repurchase the same security $321,113 $103,204
Customer repurchase agreements ........... 102,110 58,889
-------- --------
Total .......................... $423,223 $162,093
======== ========
The following table provides information on the agreements to
repurchase (dollars in thousands):
<TABLE>
<CAPTION>
For the Year Ended
December 31,
--------------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Maximum borrowing at any month-end within the period $467,360 $404,874 $255,967
Average borrowing during the period ................ $372,371 $264,866 $167,569
Average interest cost during the period ............ 4.77% 5.09% 5.26%
Average interest cost at end of the period ......... 5.28% 4.94% 4.80%
</TABLE>
Average borrowing was computed based on average daily balances during
the period. Average interest costs during the period were computed by dividing
interest expense for the period by the average borrowing during the period.
Customer repurchase agreements at December 31, 1999 and 1998 included
$2.5 million and $2.3 million, respectively, relating to a BFC escrow account.
Total interest expense related to this reverse repurchase agreement was
approximately $112,000, $105,000 and $210,000 during the years ended December
31, 1999, 1998 and 1997, respectively.
The following table lists the amortized cost and estimated fair value
of securities sold under repurchase agreements, and the repurchase liability
associated with such transactions (dollars in thousands):
<TABLE>
<CAPTION>
Weighted
Estimated Average
Amortized Fair Repurchase Interest
Cost Value Balance Rate
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
December 31, 1999 (1)
FNMA mortgage-backed securities .......................... $ 42,211 $ 41,796 $ 40,283 5.42%
U.S. Treasury Notes ...................................... 24,950 24,945 24,938 5.45
FHLMC mortgage-backed securities.......................... 4,287 4,263 3,581 4.75
FHLMC REMIC .............................................. 371,449 348,967 328,813 5.30
FNMA REMIC ............................................... 31,489 30,477 25,608 4.75
-------- -------- -------- ----
Total .......................................... $474,386 $450,448 $423,223 5.28%
======== ======== ======== ====
December 31, 1998 (1)
FNMA mortgage-backed securities .......................... $ 7,610 $ 7,669 $ 6,053 4.00%
FHLMC mortgage-backed securities.......................... 66,167 66,650 58,143 4.86
FHLMC REMIC .............................................. 76,338 76,796 74,115 5.09
FNMA REMIC ............................................... 31,286 30,095 23,782 4.00
-------- -------- -------- ----
Total .......................................... $181,401 $181,210 $162,093 4.94%
======== ======== ======== ====
</TABLE>
(1) At December 31, 1999 and 1998 these securities are classified as
available for sale and recorded at market value in the consolidated
statements of financial condition.
F-36
<PAGE> 101
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Repurchase Agreements At December 31, 1999 Matured and Were Repaid in
January 2000. These Securities Were Held by Unrelated Broker Dealers.
11. Subordinated Debentures and Other Debt
The Company had the following subordinated debentures and
notes and bonds payable outstanding at December 31, 1999 and 1998 (in
thousands):
<TABLE>
<CAPTION>
Beginning
December 31, Optional
Issue -------------------- Interst Maturity Conversion Class of Redemption
Date 1999 1998 Rate Date Price Stock Date
-------- -------- -------- ------- ---------- ---------- -------- ----------
<S> <C> > <C> <C> <C> <C> <C> <C> <C>
9% Debentures............. 09/22/95 $ 21,000 $ 21,000 9.00% 10/01/2005 N/A N/A 10/01/1998
6 3/4% Debentures(1)...... 07/03/96 51,152 51,182 6.75% 07/01/2006 $ 5.70 A 07/01/1999
5 5/8% Debentures(1)...... 11/25/97 100,000 100,000 5.63% 12/01/2007 $11.25 A 12/01/2000
Capital Improvement Bond
series 1995 (2)........ 02/01/95 927 1,192 7.50% 02/01/2000 N/A N/A N/A
Capital Improvement Bond
series 1997 (2)....... 02/01/97 712 553 6.38% 08/01/2000 N/A N/A N/A
Acquisition note (2)..... 04/01/98 1,476 2,500 8.00% 04/01/2002 N/A N/A N/A
St. Lucie Fire District
obligation (2)........ 03/26/88 550 600 7.00% 03/26/2007 N/A N/A N/A
Capital improvement
revenue Bond......... 05/01/99 4,351 0 5.58% 05/01/2009 N/A N/A N/A
Acquisition Term
Note (4).............. 12/28/99 15,000 0 Prime+1 12/28/2009 N/A N/A N/A
Acquisition and
Development Notes (4).. Various 25,405 0 Prime+1 Various N/A N/A N/A
Land Acquisition
loan (4)............... 12/30/99 5,000 0 9.00% 04/28/2000 N/A N/A N/A
Notes payable (3)........ Various 0 87 9.20% Various N/A N/A N/A
Notes payable (5)........ 07/15/98 3,200 0 Prime+1.5 07/15/2003 N/A N/A N/A
-------- --------
$228,773 $177,114
======= ========
</TABLE>
-------------------------------
(1) Convertible at the option of the holder into shares Class A common
stock.
(2) Acquired with SLWHC.
(3) Acquired with LTI.
(4) Acquired with Levitt Corporation.
(5) Relates to a 50% owned consolidated joint venture.
The following are the approximate annual maturities of subordinated
debentures and other debt (in thousands):
Year
Ending
December 31, Amount
------------ --------
2000 ...................................................... $ 18,674
2001 ...................................................... 4,174
2002 ...................................................... 10,672
2003 ...................................................... 3,200
Thereafter.................................................... 192,053
--------
$228,773
========
Included in other assets was $4.7 million and $5.4 million of
unamortized underwriting discounts and costs at December 31, 1999 and 1998,
respectively, associated with the issuance of subordinated debentures.
The Indenture relating to the Trust Preferred Securities ("Trust
Preferred Securities") and all of the Debenture indentures contain certain
customary covenants found in Indentures under the Trust Indenture Act, including
covenants with respect to the payment of principal and interest, maintenance of
an office or agency for administering the Debentures,
F-37
<PAGE> 102
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
holding of funds for payments on the Debentures in Trust, payment by the Company
of taxes and other claims, maintenance by the Company of its properties and its
corporate existence and delivery of annual certifications to the Trustee.
BBC Capital Trust I ("BBC Capital ") is a statutory business trust which
was formed for the purpose of issuing 9 1/2% Cumulative Trust Preferred
Securities ("Trust Preferred Securities") and investing the proceeds thereof in
Junior Subordinated Debentures of the Company. The Debenture indentures for the
9% and 6 3/4% Debentures provide that the Company cannot declare or pay
dividends on, or purchase, redeem or acquire for value its capital stock, return
any capital to holders of capital stock as such, or make any distributions of
assets to holders of capital stock as such, unless, from and after the date of
any such dividend declaration (a "Declaration Date") or the date of any such
purchase, redemption, payment or distribution (a "Redemption Date"), the Company
retains cash, cash equivalents (as determined in accordance with generally
accepted accounting principles) or marketable securities (with a market value as
measured on the applicable Declaration Date or Redemption Date) in an amount
sufficient to cover the two consecutive semi-annual interest payments that will
be due and payable on the Debentures following such Declaration Date or
Redemption Date, as the case may be. These indentures further provide that the
amount of any interest payment made by the Company with respect to the
Debentures after any applicable Declaration Date or Redemption Date shall be
deducted from the aggregate amount of cash or cash equivalents which the Company
shall be required to retain pursuant to the foregoing provision. At December 31,
1999 and 1998 the Company designated $5.8 million of securities available for
sale to satisfy the above provision.
During the year ended December 31, 1999 and 1998, the Company issued
5,263 and 1,043,417 shares of Class A common stock, respectively, upon the
conversion of $30,000 and $5.9 million in principal amount of the Company's 6
3/4% Debentures at a conversion price of $5.70.
BBC Capital issued for $74.75 million, 2.99 million shares of Trust
Preferred Securities at a price of $25 per share in April 1997. BBC Capital used
the gross proceeds received from the sale of the Trust Preferred Securities and
$2.3 million of contributed capital from the Company to purchase $77.1 million
of 9 1/2% Junior Subordinated Debentures from the Company which mature on June
30, 2027. The net proceeds to the Company from the sale of the Junior
Subordinated Debentures were $71.8 million after deduction of the underwriting
discount and expenses. At December 31, 1999 and 1998, the amount of outstanding
Trust Preferred Securities was $74.75 million. Interest on the Junior
Subordinated Debentures and Distributions on the Trust Preferred Securities are
fixed at 9 1/2% per annum and are payable quarterly in arrears, with the first
payment paid June 30, 1997. Distributions on the Trust Preferred Securities are
cumulative and based upon the liquidation value of $25 per Trust Preferred
Security. The Company has the right, at any time, so long as no event of
default, as defined, has occurred and is continuing, to defer payments of
interest on the Junior Subordinated Debentures for a period not exceeding 20
consecutive quarters; provided, that such deferral may not extend beyond the
stated maturity of the Junior Subordinated Debentures. To date no interest has
been deferred. The Trust Preferred Securities are subject to mandatory
redemption, in whole or in part, upon repayment of the Junior Subordinated
Debentures at maturity or their earlier redemption. The Company has the right to
redeem the Junior Subordinated Debentures after June 30, 2002 and also has the
right to redeem the Junior Subordinated Debentures in whole (but not in part)
within 180 days following certain events, as defined, whether occurring before
or after June 30, 2002, and therefore cause a mandatory redemption of the
Preferred Securities. The exercise of such right is subject to the Company
having received regulatory approval to do so if then required under applicable
capital guidelines or regulatory policies. In addition to the above right, the
Company has the right, at any time, to shorten the maturity of the Junior
Subordinated Debentures to a date not earlier than June 30, 2002. Exercise of
this right is also subject to the Company having received regulatory approval to
do so if then required under applicable capital guidelines or regulatory
policies.
The Company issued 4.3 million shares of Class A common stock and
$100.0 million of 5 5/8% convertible subordinated debentures ("5 5/8%
Debentures") in November 1997. The net proceeds to the Company from the sale of
Class A common stock was $43.4 million net of $107,000 of offering costs and
$96.5 million from the sale of the 5 5/8% Debentures net of $3.5 million of
offering costs.
Upon the acquisition of Levitt Corporation, the Company assumed
mortgage obligations for land acquisitions, construction and development of
various adult communities located in Florida. The unused commitments on these
various mortgage obligations was $9.5 million at December 31, 1999.
12. RESTRICTED STOCK, COMMON STOCK AND COMMON STOCK OPTION PLANS
In July 1999, the Company's Board of Directors approved the repurchase in the
open market of up to 3.5 million shares of the Company's common stock. During
the year ended December 31, 1999, the Company paid $1.6 million to repurchase
and
F-38
<PAGE> 103
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
retire 221,345 shares of Class B common stock pursuant to the above
repurchase plan. Subsequent to December 31, 1999, The Company paid $2.3 million
to repurchase 391,000 shares of Class B common stock.
In March 1998, the Company announced a plan to purchase up to 2.3
million shares of common stock. During the year ended December 31, 1999 and 1998
the Company paid $8.4 million and $10.9 million to repurchase and retire
1,149,655 and 0 shares of Class A common stock and 0 and 769,500 shares of Class
B common stock, respectively.
In August 1996, the Company announced a plan to purchase up to 1.56
million shares of common stock. During the year ended December 31, 1997 the
company paid $12.2 million to repurchase and retire 1,040,625 and 365,625 shares
of the Company's Class A and Class B common stock, respectively.
The Company's shareholders approved in April 1984 a Stock Option Plan
("1984 Plan") under which options to purchase up to 1,359,939 shares of Class B
common stock could have been granted. The plan provided for the grant of both
incentive stock options and non-qualifying options. The exercise price of an
incentive stock option was not to be less than the fair market value of the
common stock on the date of the grant. The exercise price of non-qualifying
options was determined by a committee of the Board of Directors. The "1984 Plan"
expired on May 25, 1998, and all outstanding options were exercised on or before
such date.
The shareholders of the Company approved in May 1994 the BankAtlantic
1994 Stock Option Plan ("1994 Plan"), authorizing the issuance of options to
acquire up to 2,632,142 shares of Class B common stock. All employee stock
options under the 1994 Plan vest and are exercisable five years from the date of
grant while directors' stock options vested immediately. The plan expires ten
years from the date of adoption and outstanding options could be exercised ten
years after their grant date.
The shareholders of the Company approved in May 1996 the BankAtlantic
Bancorp 1996 Stock Option Plan (the "1996 Plan") which authorized the issuance
of options to acquire up to 2.2 million shares of Class A common stock. All of
the incentive and non-qualifying stock options are exercisable for Class A
common stock, with an exercise price equal to the fair market value at the date
of grant. All employee stock options vest and are exercisable five years from
the date of grant while directors' stock options vested immediately. The plan
expires ten years from the date of adoption and outstanding options could be
exercised ten years after their grant date.
Upon acquisition of RBCO, the Company assumed all options outstanding
under RBCO's existing stock option plans resulting in the issuance of options to
purchase 362,417 shares of Class A common stock at various exercise prices based
upon the exercise prices of the assumed option. No new options will be issued
under the RBCO plans and such plans will terminate when the outstanding options
expire. The value of such options at the acquisition date was included in the
cost of the RBCO acquisition and credited to additional paid-in-capital.
The Company's shareholders approved in March 1998 the BankAtlantic
Bancorp 1998 Employee Stock Option Plan ("1998 Plan") authorizing the issuance
of options to acquire up to 920,000 shares of Class A common stock and 172,500
shares of Class B common stock. Employee stock options vest at the discretion of
the Compensation Committee and directors stock options vest immediately. The
plan expires ten years from the date of adoption and outstanding options could
be exercised ten years after their grant date. On December 14, 1998, the
Compensation Committee approved an exchange program whereby stock options held
by employees other than executive management and members of the Board of
Directors of the Company with an exercise price greater than $5.65 per share
could be surrendered for cancellation and exchanged for new options with an
exercise price equal to the fair market value for Class A common stock at
December 14, 1998, contingent upon such offer being accepted by such option
holders by December 14, 1998. The number of new options, vesting schedule and
terms other than the exercise price were the same as the options canceled.
The Board of Directors of the Company adopted in December 1998 a
Restricted Stock Incentive Plan to provide additional incentives to officers and
key employees of its subsidiary, RBCO. As part of the Plan, the Board of
Directors delegated administration of the Plan to the Board of Directors or a
committee of the Board of RBCO. The Plan provides for the granting of up to
862,500 Class A common shares of restricted stock, of which not more than
287,500 shares may be granted to any one person. The Plan allows the Board of
Directors of the Company to impose an annual cap on awards. The Plan generally
makes awards to a broad-based group of employees. The Company's shareholders
approved in July 1999 the BankAtlantic Bancorp-Ryan Beck Restricted Stock
Incentive Plan.
F-39
<PAGE> 104
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Board of Directors or Committee administering the Plan has
discretion about which RBCO employees receive awards and the vesting of the
awards under the Plan. During the restricted period, dividends paid on the
shares may be accumulated and paid out at the end of the restricted period or
may be paid out currently to the employee. The vesting for these purposes is
usually approximately one year from the date of grant. Under these awards, the
participants receive the dividends and vote the restricted stock during the
restricted period, if applicable. The employee forfeits the restricted stock if
he leaves the employment of RBCO prior to vesting. In December 1998, the Board
granted 103,214 shares of restricted Class A common stock under this plan to key
employees of RBCO which vest one year from the grant date. The fair value of
such awards were recorded as compensation expense in 1998, since such awards
related to services performed in 1998. During the year ended December 31, 1999,
127,002 shares of restricted Class A common stock under the plan were issued to
new employees of RBCO. The restricted shares issued during 1999 vest in four
years from the grant date. The fair value of such awards will be recorded as
compensation expense over the four year vesting period.
In March 1999, the Board of Directors approved a non-qualifying stock
option plan authorizing the issuance of options to acquire up to 862,500 shares
of Class A common stock. Employee stock options vest at the discretion of the
Compensation Committee. The plan expires ten years from the date of adoption and
outstanding options could be exercised ten years after their grant date.
Furthermore, in March 1999, the Board of Directors granted non-qualifying stock
options to purchase 575 shares of Class A common stock with an exercise price
equal to the market price at the date ($6.41) to all employees except executives
of BankAtlantic and its subsidiaries resulting in the issuance of 608,925
non-qualifying stock options.
On July 22, 1999, the Company's shareholders approved the BankAtlantic
Bancorp 1999 Stock Option Plan ("1999 Plan") authorizing the issuance of options
to acquire up to 862,500 shares of Class A common stock. Employee stock options
vest at the discretion of the Compensation Committee and directors stock options
vest immediately. The plan expires ten years from the date of adoption and
outstanding options could be exercised ten years after their grant date. As of
December 31, 1999, no options have been granted out of the 1999 plan.
A summary of stock option activity segregated by class of stock was:
<TABLE>
<CAPTION>
Class B
Outstanding
Options Price Per Share
----------- -------------------------------
<S> <C> <C> <C>
Outstanding December 31, 1996................. 3,145,320 $2.07 to $3.48
Exercised..................................... (629,901) 2.07 to 3.39
Forfeited..................................... (82,540) 3.39 to 3.39
--------- ----- -----
Outstanding December 31, 1997................. 2,432,879 2.62 to 3.48
Exercised..................................... (508,317) 2.62 to 3.48
Forfeited..................................... (38,981) 3.39 to 3.48
--------- ----- -----
Outstanding December 31, 1998................. 1,885,581 3.39 to 3.48
Exercised..................................... (118,420) 3.39 to 3.39
Forfeited..................................... (7,693) 3.39 to 3.39
--------- ----- -----
Outstanding December 31, 1999................. 1,759,468 $3.39 to $3.48
========= ===== =====
Exercisable at December 31, 1999.............. 1,068,501 $3.39 to $3.48
========= ===== =====
Available for grant at December 31, 1999...... 489,206
=========
</TABLE>
F-40
<PAGE> 105
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
<TABLE>
<CAPTION>
Class A
Outstanding
Options Price Per Share
----------- -------------------------------
<S> <C> <C> <C>
Outstanding December 31, 1996................ 1,067,680 $4.99 to $ 5.43
Exercised.................................... (19,291) 4.99 to 6.23
Forfeited.................................... (120,743) 4.99 to 7.51
Issued....................................... 931,482 4.99 to 10.74
---------- ----- ------
Outstanding December 31, 1997................ 1,859,128 4.99 to 10.74
Options issued in connection with the
acquisition of RBCO........................ 362,417 3.45 to 8.43
Exercised.................................... (21,127) 4.57 to 6.89
Forfeited.................................... (1,202,090) 4.99 to 12.50
Issued....................................... 1,515,303 4.50 to 12.50
---------- ----- ------
Outstanding December 31, 1998................ 2,513,631 3.45 to 12.50
Exercised.................................... (51,997) 3.45 to 5.65
Forfeited.................................... (408,052) 4.51 to 8.26
Issued....................................... 1,534,754 4.99 to 8.26
---------- ----- ------
Outstanding at December 31, 1999............. 3,588,336 $4.57 to $12.23
========== ===== ======
Exercisable at December 31, 1999............. 407,867 $4.57 to $12.23
========== ===== ======
Available for grant at December 31, 1999..... 1,748,826
==========
</TABLE>
The weighted average exercise price of options outstanding at December
31, 1999, 1998 and 1997 was $5.25, $4.90 and $4.47, respectively. The weighted
average exercise price of stock options exercised was $3.90, $2.97 and $2.85 for
the years ended December 31, 1999, 1998 and 1997, respectively. The weighted
average exercise price of options forfeited during the years ended December 31,
1999, 1998 and 1997 was $5.92, $6.78 and $4.58, respectively.
During the years ended December 31, 1999, 1998 and 1997, 60,899,
189,541 and 429,327 of non-qualifying and 109,518, 339,903 and 219,865 of
incentive stock options issued under the 1984, 1994 and 1996 plans were
exercised resulting in increases of $814,000, $2.3 million and $2.8 million in
stockholders' equity, respectively. The tax effect, included in the preceding
amounts, of the exercised stock options for December 31, 1999, 1998 and 1997 was
$141,000, $709,000 and $913,000, respectively, and has been reflected in
additional paid in capital. During the years ended December 31, 1999, 1998 and
1997, 162,725 of options were forfeited under the 1999 nonqualifying option
plan, 4,376 and 0 of options were forfeited under the Ryan, Beck 1998 plan,
88,192, 373,750 and zero of options were forfeited under the 1998 plan, 152,759,
828,340 and 120,743 of options were forfeited under the 1996 Plan and 7,693,
38,981 and 82,540 of options were forfeited under the 1994 Plan, respectively.
During 1997, certain executives and officers received prorata vesting
as part of their severance arrangements relating to previously granted 1994 and
1996 Plan options. Forfeited and vested options were 171,095 and 223,743 shares
for the 1994 plan and 96,866 and 29,479 shares for the 1996 plan. During 1998
certain executives and officers received accelerated prorata vesting as part of
their severance package from the 1994, 1996 and 1998 plans. These options will
vest in 1999 and 2000. Forfeited options were 20,882, 114,042 and 40,370 from
the 1994, 1996 and 1998 plans, respectively and vested options were 143,716,
98,365 and 5,487 from the 1994, 1996 and 1998 plans.
Under the exchange program mentioned previously, 349,488 and 335,800 of
options to purchase Class A common stock issued pursuant to the 1996 and 1998
stock options plans to all optionees other than executive management and members
of the Board of Directors with an exercise price of $6.89 and $8.26,
respectively were exchanged for options with the same terms except the exercise
price was reduced to $5.65. Also on December 14, 1998, 185,521 of options to
purchase Class A common stock issued pursuant to RBCO stock option plans with
various exercise prices greater than $5.65 were exchanged for similar options
with a $5.65 exercise price.
F-41
<PAGE> 106
BANKATLANTIC BANCORP, INC. AND SUBSIDIAIRES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The adoption of FAS 123 under the fair value based method would have
increased compensation expense (net of tax) by $1.1 million, $884,000 and
$497,000 for the years ended December 31, 1999, 1998 and 1997, respectively. The
effect of FAS 123 under the fair value based method would have effected net
income and earnings per share as follows:
<TABLE>
<CAPTION>
For the Year Ended
(In Thousands, Except Per Share Data) December 31,
----------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C> <C>
Net income (loss) As reported ........... $30,869 $(8,034) $27,769
======= ======= =======
Pro forma.............. 29,741 (8,918) 27,272
======= ======= =======
Basic earnings (loss) per share Class A As reported............ $ 0.77 $ (0.21) $ 0.85
======= ======= =======
Pro forma.............. 0.74 (0.23) 0.83
======= ======= =======
Basic earnings (loss) per share Class B As reported............ $ 0.70 $ (0.18) $ 0.83
======= ======= =======
Pro forma.............. 0.68 (0.20) 0.82
======= ======= =======
Diluted earnings (loss) per share Class A As reported............ $ 0.62 $ (0.20) $ 0.67
======= ======= =======
Pro forma.............. 0.61 (0.22) 0.66
======= ======= =======
Diluted earnings (loss) per share Class B As reported............ $ 0.60 $ (0.18) $ 0.68
======= ======= =======
Pro forma.............. 0.59 (0.20) 0.67
======= ======= =======
</TABLE>
The option method used to calculate the FAS 123 compensation adjustment
was the Black-Scholes model with the following grant date fair values and
assumptions:
<TABLE>
<CAPTION>
Weighted Average
----------------------------------------------------------------------------------
Number of Risk Free Expected
Year of Options Grant Date Exercise Interest Expected Dividend
Grant Granted Fair Value Price Rate Volatility Yield
------- --------- ---------- -------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
1997 931,482 $ 2.92 $ 7.03 6.60% 27.40% 0.99%
1998 644,493 $ 3.83 $ 7.50 5.02% 50.00% 1.03%
1999 1,534,754 $ 3.39 $ 6.28 5.17% 50.00% 1.34%
</TABLE>
The employee turnover factor was 6.00% for officer incentive and
non-qualifying stock options and 25% for non-qualifying employee stock options
during the year ended December 31, 1999 and 5.88% for incentive and
non-qualifying employee stock options for the year ended December 31, 1998 and
13.4% and 3.55% for incentive and non-qualifying employee stock options for the
year ended December 31, 1997, respectively. The expected life for all options
issued was 7.5 years.
The following table summarizes information about fixed stock options
outstanding at December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------------------------------------- ------------------------------
Weighted- Weighted- Weighted-
Class of Range of Number Average Average Number Average
Common Exercise Outstanding Remaining Exercise Exercisable Exercise
Stock Prices At 12/31/99 Contractual Life Price At 12/31/99 Price
--------- -------------- ----------- ---------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
B $3.39 to 3.48 1,759,468 4.4 years $ 3.43 1,068,501 $ 3.39
A $3.39 to 7.83 3,273,527 7.9 years 6.48 340,871 5.64
A $9.01 to 14.06 314,809 7.4 years 9.98 66,996 9.75
--------- --------- ------ --------- -------
5,347,804 6.7 years $ 5.25 1,476,368 $ 4.20
========= ========= ====== ========= =======
</TABLE>
F-42
<PAGE> 107
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
13. INCOME TAXES
BankAtlantic in periods prior to December 31, 1996, was permitted to
deduct from taxable income an allowance for bad debts, which was in excess of
the provision for such losses charged to income. Accordingly, retained income at
December 31, 1999, includes $10.1 million for which no provision for income tax
has been provided. If in the future this portion of retained income is
distributed, or BankAtlantic no longer qualifies as a bank for tax purposes,
federal income tax may be imposed at the then applicable tax rates. If federal
income taxes had been provided, the deferred tax asset would have been decreased
by $3.9 million.
The provision for income taxes consisted of (in thousands):
1999 1998 1997
-------- -------- --------
Continuing operations .......... $ 18,106 $ 6,526 $ 15,248
Discontinued operations ........ 1,269 (11,101) 2,505
-------- -------- --------
Total .......................... $ 19,375 $ (4,575) $ 17,753
======== ======== ========
Continuing operations:
Current:
Federal ...................... $ 18,944 $ 14,051 $ 13,462
State ........................ 733 1,658 2,539
-------- -------- --------
19,677 15,709 16,001
-------- -------- --------
Deferred:
Federal ....................... (1,836) (7,571) (651)
State ........................ 265 (1,612) (102)
-------- -------- --------
(1,571) (9,183) (753)
-------- -------- --------
Provision for income taxes .... $ 18,106 $ 6,526 $ 15,248
======== ======== ========
BankAtlantic's actual provision for continuing operations differs from
the Federal expected income tax provision as follows (in thousands):
<TABLE>
<CAPTION>
For the Year Ended
December 31,
--------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Income tax provision at expected federal income tax rate of 35% $ 16,414 $ 5,849 $ 13,617
Increase (decrease) resulting from:
Tax-exempt interest income ................................. (158) (36) (22)
Provision for state taxes net of federal benefit ........... 1,398 478 1,351
Change in valuation allowance for deferred tax assets ..... (517) (827) 0
Amortization of costs over fair value of net assets acquired 1,297 1,217 878
Other -- net ............................................... (328) (155) (576)
-------- -------- --------
Provision for income taxes ........................ $ 18,106 $ 6,526 $ 15,248
======== ======== ========
</TABLE>
F-43
<PAGE> 108
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and tax liabilities were:
<TABLE>
<CAPTION>
December 31,
-------------------------------------
1999 1998 1997
-------- ------- --------
DEFERRED TAX ASSETS: (IN THOUSANDS)
<S> <C> <C> <C>
Provision for discontinued operations, restructuring charges and
write-downs ...................................................... $ 374 $ 4,758 $ 0
Allowance for loans, REO and tax certificate losses, for
financial statement purposes .................................... 19,919 18,015 11,112
RBCO unearned compensation ......................................... 1,098 333 0
Amortization of mortgage servicing rights for financial
reporting purposes in excess of amount amortized for tax
purposes ........................................................ 0 5,370 146
Net operating loss carryforward acquired ........................... 1,073 1,387 1,222
Real estate held for development and sale capitalized costs for tax
purposes in excess of amounts capitalized for financial
statement purposes .............................................. 13,499 3,006 2,962
Purchase accounting adjustments for bank acquisitions .............. 229 136 (501)
Deferred tax asset on unrealized depreciation on securities available
for sale ........................................................ 16,943 0 0
Other .............................................................. 547 700 657
-------- -------- --------
Total gross deferred tax assets ...................................... 53,682 33,705 15,598
Less valuation allowance ............................................. 5,140 3,357 4,184
-------- -------- --------
Total deferred tax assets ............................................ 48,542 30,348 11,414
-------- -------- --------
DEFERRED TAX LIABILITIES:
Tax bad debt reserve in excess of base year reserve ................ 1,072 1,378 1,684
Office properties and equipment and real estate owned due to
depreciation differences ......................................... (16) 140 447
FHLB stock, due to differences in the recognition of stock dividends 866 1,049 1,610
Deferred loan income, due to differences in the recognition of loan
origination fees and discounts ................................... 2,949 2,917 1,962
Prepaid pension expenses ........................................... 1,711 1,429 995
Deferred tax liability on unrealized appreciation on securities
available for sale ............................................... 0 2,233 455
Mortgage servicing rights recognized for financial statement
purposes in excess of amounts recognized for tax purposes ........ 0 743 826
Other .............................................................. 473 311 238
-------- -------- --------
Total gross deferred tax liabilities ................................. 7,055 10,200 8,217
-------- -------- --------
Net deferred tax asset ............................................... 41,487 20,148 3,197
Less deferred income tax assets at beginning of period ............... (20,148) (3,197) (3,355)
Acquired net deferred tax asset, net of valuation allowance .......... (8,105) (464) 0
Increase (decrease) in deferred tax liability on unrealized
appreciation (depreciation) on debt securities available for sale
included as a separate component of stockholders' equity ............ (19,174) 1,776 (15)
-------- -------- --------
Benefit (provision) for deferred income taxes ........................ (5,940) 18,263 (173)
Benefit (provision) for deferred income taxes - discontinued
operations ......................................................... 4,369 (27,446) (580)
-------- -------- --------
Provision for deferred income taxes - continuing operations .......... $ (1,571) $ (9,183) $ (753)
======== ======== ========
</TABLE>
F-44
<PAGE> 109
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Activity in the deferred tax valuation allowance was: (in thousands):
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Balance, beginning of period .................................. $ 3,357 $ 4,184 $ 0
Utilization of acquired tax benefits .......................... (109) (827) 0
Reduction in deferred tax valuation allowance ................. (408) 0 0
Valuation allowance established on acquired deferred tax assets 2,300 0 4,184
------- ------- -------
Balance, end of period ........................................ $ 5,140 $ 3,357 $ 4,184
======= ======= =======
</TABLE>
On December 31, 1999, The Company established a $2.3 million valuation
allowance associated with the deferred tax assets acquired in connection with
the Levitt acquisition. On December 31, 1999, 1998 and 1997, the Company had a
valuation allowance relating to the deferred tax assets acquired in connection
with the SLWHC acquisition. These acquired deferred tax assets can only be
realized if Levitt and SLWHC has taxable income of an appropriate character.
Approximately $1.1 million of net operating loss carryforwards ("NOL's")
acquired in connection with the SLWHC acquisition remain as of December 31, 1999
which expire through the year 2011. The NOL carryforwards can only be realized
if SLWHC has taxable income of an appropriate character.
Management believes that the Company will have sufficient taxable
income of the appropriate character in future years to realize the net deferred
income tax asset. In evaluating the expectation of sufficient future taxable
income, management considered the future reversal of temporary differences and
available tax planning strategies that could be implemented, if required. A
valuation allowance was required for the years ended December 31, 1999, 1998 and
1997 as it was management's assessment that, based on available information, it
is more likely than not that any or all of the deferred tax asset will not be
realized. A change in the valuation allowance will occur if there is a change in
management's assessment of the amount of the net deferred income tax asset that
is expected to be realized. However, the valuation allowance was established in
order to reflect uncertainties associated with the utilization of certain tax
benefits acquired in connection with the SLWHC and Levitt acquisitions. The
SLWHC valuation allowance was reduced during 1999 as a result of management's
evaluation of the uncertainties associated with the utilization of certain tax
benefits acquired. The reduction in the deferred tax valuation allowance during
the year ended December 31, 1999 and 1998 reduced the provision for income taxes
by $517,000 and $827,000, respectively.
14. PENSION PLAN
BankAtlantic sponsored a non-contributory defined benefit pension plan
(the "Plan") covering substantially all of its employees. The benefits were
based on years of service and the employee's average earnings received during
the highest five consecutive years out of the last ten years of employment. The
funding policy is to contribute an amount not less than the ERISA minimum
funding requirement nor more than the maximum tax-deductible amount under
Internal Revenue Service rules and regulations. At December 31, 1998, the
Company froze its defined benefit pension plan whereby participants of the Plan
will not accrue service benefits beyond December 31, 1998 and vested all
participants in the plan. The Company will be subject to future pension expense
or income based on future actual plan returns and actuarial values of the plan
obligations incurred prior to January 1, 1999.
F-45
<PAGE> 110
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table sets forth the Plan's funded status and the prepaid
pension cost included in the Consolidated Statements of Financial Condition at:
<TABLE>
<CAPTION>
December 31,
------------------------
1999 1998
-------- --------
(In Thousands)
<S> <C> <C>
Projected benefit obligation at the beginning of the year $ 19,597 $ 20,478
Service cost ............................................ 0 1,791
Interest cost ........................................... 1,287 1,443
Amendments .............................................. 0 135
Termination benefits .................................... 0 162
Actuarial (gain) loss ................................... (2,529) 1,246
Benefits paid ........................................... (690) (545)
Gross curtailment gain .................................. 0 (5,113)
-------- --------
Projected benefit obligation at end of year ............. $ 17,665 $ 19,597
======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31,
-------------------------
1999 1998
-------- --------
(In Thousands)
<S> <C> <C>
Fair value of Plan assets at the beginning of year $ 23,372 $ 20,169
Actual return on Plan assets ..................... 5,596 3,096
Employer contribution ............................ 0 652
Benefits paid .................................... (690) (545)
-------- --------
Fair value of Plan assets as of actuarial date ... $ 28,278 $ 23,372
======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31,
--------------------------
1999 1998
--------- ---------
(In Thousands)
<S> <C> <C>
Actuarial present value of projected benefit obligation for service
rendered to date ......................................................... $(17,665) $(19,597)
Plan assets at fair value as of the actuarial date ......................... 28,278 23,372
-------- --------
Plan assets in excess of projected benefit obligation ...................... 10,613 3,775
Unrecognized net loss from past experience different from that assumed
and effects of changes in assumptions ..................................... 0 0
Prior service (cost) benefit not yet recognized in net periodic pension cost 0 0
Unrecognized net asset at October 1, 1987, being recognized over 15 years .. (6,049) 0
-------- --------
Prepaid pension cost ....................................................... $ 4,564 $ 3,775
======== ========
</TABLE>
F-46
<PAGE> 111
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Net pension cost includes the following components:
<TABLE>
<CAPTION>
For the Years Ended
December 31,
---------------------------------------
1999 1998 1997
-------- ------- -------
(In Thousands)
<S> <C> <C> <C>
Service cost benefits earned during the period ............ $ 0 $ 1,791 $ 1,260
Interest cost on projected benefit obligation ............. 1,287 1,443 1,270
Expected return on plan assets ............................ (2,076) (1,814) (1,520)
Amortization of transition asset .......................... 0 (268) (268)
Amortization of prior service costs ....................... 0 68 68
Amortization of unrecognized net gains and losses ........ 0 63 71
Curtailment gain less termination benefits, and recognition
of previously unrecognized deferred items ............... 0 (3,128) 0
------- ------- -------
Net periodic pension expense (benefit) (1) ................ $ (789) $(1,845) $ 881
======= ======= =======
</TABLE>
(1) Periodic pension expense (benefit), excluding the curtailment gain, is
included in employee compensation/benefits excluding RBCO and real estate
operations on the Consolidated Statements of Operations.
The actuarial assumptions used in accounting for the Plan were:
<TABLE>
<CAPTION>
For the Years Ended
December 31,
---------------------------------------
1999 1998 1997
----- ---- ----
<S> <C> <C> <C>
Weighted average discount rate ............... 7.50% 6.50% 7.00%
Rate of increase in future compensation levels N/A N/A 4.75%
Expected long-term rate of return ............ 9.00% 9.00% 9.00%
</TABLE>
Actuarial assumptions for the year ended December 31, 1997 were
projected based upon participant data at October 1 of the same year. Actuarial
estimates and assumptions are based on various market factors and are evaluated
on an annual basis, and changes in such assumptions may impact future pension
costs. With respect to the year ended December 31, 1997, management believes
that the impact, if any, of the difference between actuarial assumptions
utilized on October 1 and those appropriate at December 31 is immaterial.
Participant data at December 31, 1999 and 1998 was used for the actuarial
assumption for the years ended December 31, 1999 and 1998. During the years
ended December 31, 1999, 1998 and 1997, BankAtlantic funded $0, $652,000 and
$954,000, respectively, to the plan.
BankAtlantic sponsors a defined contribution plan ("401k Plan") for all
employees who have completed six months of service. Employees can contribute up
to 14% of their salary, not to exceed $10,000 for 1999 and 1998 and $9,500 for
1997. For employees that fall within the highly compensated criteria, maximum
contributions were 10% of salary. Effective October 1991, BankAtlantic's 401k
Plan was amended to include only a discretionary match as deemed appropriate by
the Board of Directors. Included in employee compensation and benefits on the
consolidated statement of operations was $205,000, $225,000 and $194,000 of
expenses and employer contributions related to the 401k Plan for the years ended
December 31, 1999, 1998 and 1997, respectively, based on a discretionary match
of 25% of the first 4% of an employee's contribution.
Effective January 1, 2000, the Company increased the employer match on
its 401K pension plan from a discretionary 25% match on the first 4% of employee
contribution to a mandatory 100% match on the first 4% of employee
contributions. Plan assets consist of cash equivalents, common stocks and mutual
funds.
F-47
<PAGE> 112
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
15. COMMITMENTS AND CONTINGENCIES
The Company is lessee under various operating leases for real estate and
equipment including ATMs extending to the year 2072. The approximate minimum
future rentals under such leases, at December 31, 1999, for the periods shown
was (in thousands):
Year Ending December 31, Amount
------------------------ -------
2000.......................................... $ 6,227
2001.......................................... 5,294
2002.......................................... 4,321
2003.......................................... 3,569
2004.......................................... 1,293
Thereafter.................................... 4,351
-------
Total.................................. $25,055
=======
Rental expense for premises and equipment was $7.3 million, $6.7 million
and $5.1 million for the years ended December 31, 1999, 1998 and 1997,
respectively. Included in other liabilities at December 31, 1999, 1998 and 1997,
is an allowance of $271,000, $409,000 and $67,000, respectively, for future
rental payments on closed branches. The allowance for closed branches includes
branches closed in prior periods, and those branches included in the
restructuring plan (see Note 5).
At December 31, 1999, BankAtlantic leased 771 ATMs, 277 of which are in
Wal-Mart and Sam's Club locations throughout Florida, Georgia and Alabama. An
additional 168 machines are located in K-Mart stores and Cumberland Farms
convenience stores located in Florida and 34 machines are on cruise ships. The
remaining ATMs are at BankAtlantic branch locations and various retail outlets
including gasoline, convenience food stores, malls, entertainment complexes and
college campuses.
During the ordinary course of business, the Company and its subsidiaries
including RBCO are involved as plaintiff or defendant in various lawsuits.
Although the Company believes it and its subsidiaries have meritorious defenses
in all current legal actions, the outcome of the various legal actions is
uncertain. Management, based on discussions with legal counsel believes results
of operations or financial position will not be significantly impacted by the
resolution of these matters. (See also Note 17.)
In the normal course of its business, the Company is a party to
financial instruments with off-balance-sheet risk, when it is deemed appropriate
in order to meet the financing needs of its customers. These financial
instruments include commitments to extend credit and standby and documentary
letters of credit. Those instruments involve, to varying degrees, elements of
credit risk. BankAtlantic's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for commitments to
extend credit and standby letters of credit written is represented by the
contractual amount of those instruments. BankAtlantic uses the same credit
policies in making commitments and conditional obligations as it does for
on-balance-sheet instruments.
F-48
<PAGE> 113
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Financial instruments with off-balance sheet risk were:
<TABLE>
<CAPTION>
December 31,
-----------------------
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
Commitments to extend credit to foreign institutions .. $ 0 $ 57,229
Commitment to sell residential loans .................. 14,456 45,353
Commitment to purchase REMIC's ........................ 0 40,878
Commitments to purchase mortgage backed securities .... 49,816 0
Commitments to purchase investment securities ......... 25,000 0
Commitments to extend credit, including the undisbursed
portion of loans in process ......................... 368,089 436,949
Letters of credit ..................................... 152,663 123,480
Commitments to purchase residential loans ............. 0 1,200
Commitments to purchase trading securities ............ 0 1,000
Commitments to sell trading securities ................ 0 1,000
======== ========
</TABLE>
Commitments to extend credit are agreements to lend funds to a customer
as long as there is no violation of any condition established in the commitment.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. BankAtlantic evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral required by
BankAtlantic in connection with an extension of credit is based on management's
credit evaluation of the counter-party. Collateral held varies but may include
first mortgages on commercial and residential real estate.
Standby letters of credit written are conditional commitments issued by
or for the benefit of BankAtlantic to guarantee the performance of a customer to
a third party. Those guarantees are primarily issued to support public and
private borrowing arrangements. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan facilities to
customers. BankAtlantic may hold certificates of deposit and residential and
commercial liens as collateral for such commitments which are collateralized
similar to other types of borrowings.
BankAtlantic has credit facilities with foreign financial institutions
in Latin America. The commitments can be terminated at any time. Each financial
institution is evaluated on a case by case basis.
BankAtlantic is required to maintain average reserve balances with the
Federal Reserve Bank. Such reserves consisted of cash and amounts due from banks
of $40 million and $39.7 million at December 31, 1999 and 1998, respectively.
BankAtlantic is a member of the FHLB system. As a member, BankAtlantic
is required to purchase and hold stock in the FHLB of Atlanta, in amounts at
least equal to the greater of (i) 1% of its aggregate unpaid residential
mortgage loans, home purchase contracts and similar obligations at the beginning
of each year or (ii) 5% of its outstanding advances from the FHLB of Atlanta. As
of December 31, 1999, BankAtlantic was in compliance with this requirement with
an investment of approximately $56.4 million in stock of the FHLB of Atlanta.
During the year ended December 31, 1999 BankAtlantic expanded its
proprietary trading activities beyond trading in government securities to
include trading in options and future contracts on U.S. Treasury Notes and Bonds
as well as Eurodollar time deposits that settle in three months or less. At
December 31, 1999, the Company had open positions on Eurodollar time deposits
options as follows (in thousands):
Security Notional Amount Fair Value
-------- --------------- ----------
March 2000 Call - Long......................... $ 950,000 $ (112)
March 2000 Put - Long.......................... 280,000 (9)
March 2000 Call - Short........................ 2,309,000 90
March 2000 Puts - Short........................ 345,000 4
March 2000 - Futures ........................... 39,000 (12)
F-49
<PAGE> 114
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Upon acquisition of LTI, the Company became obligated on leases sold
with full recourse by LTI to investors prior to the Company's acquisition. Under
the terms of such agreements, upon a default by the lessees LTI is subject to
recourse for 100% of the remaining balance of the lease receivable sold. At
December 31, 1999 and 1998, the amount of lease payments subject to such
recourse provisions was approximately $2.8 million and $7.0 million,
respectively, and a $110,530 and $162,000 estimated liability on leases sold
with recourse is included in other liabilities in the Company's Statement of
Financial Condition at December 31, 1999 and 1998, respectively.
Upon the acquisition of RBCO the Company became subject to the risks of
investment banking. RBCO's customers' securities transactions are introduced on
a fully disclosed basis to its clearing broker. The clearing broker carries all
of the accounts of the customers of RBCO and is responsible for execution,
collection of and payment of funds and, receipt and delivery of securities
relative to customer transactions. Customers' securities activities are
transacted on a cash and margin basis. These transactions may expose RBCO to
off-balance-sheet risk, wherein the clearing broker may charge RBCO for any
losses it incurs in the event that customers may be unable to fulfill their
contractual commitments and margin requirements are not sufficient to fully
cover losses. RBCO seeks to minimize this risk through procedures designed to
monitor the creditworthiness of its customers and that customer transactions are
executed properly by the clearing broker. RBCO does not utilize futures as a
hedge against interest rate risk for its trading inventory or use derivatives in
its trading activities.
16. REGULATORY MATTERS
The Company, by virtue of its ownership of all of the common stock of
BankAtlantic, is a unitary savings bank holding company subject to regulatory
oversight by the OTS. As such, the Company is required to register with and be
subject to OTS examination, supervision and certain reporting requirements.
Further, as a company having a class of publicly held equity securities, the
Company is subject to the reporting and the other requirements of the Securities
Exchange Act of 1934. In addition, BFC Financial Corporation ("BFC") owns
8,296,890 and 4,876,124 shares of Class A and Class B common stock,
respectively, which amounts to 26% and 47.5% of the Company's outstanding Class
A and Class B common stock, respectively. BFC is subject to the same oversight
by the OTS as discussed herein with respect to the Company.
BankAtlantic's deposits are insured by the SAIF and BIF for up to
$100,000 for each insured account holder, the maximum amount currently permitted
by law. Pursuant to the FDICIA, the FDIC adopted transitional regulations
implementing risk-based insurance premiums that became effective on January 1,
1993. Under these regulations, institutions are divided into groups based on
criteria consistent with those established pursuant to the prompt regulatory
action provisions of the FDICIA (see "Savings Institution Regulations -- Prompt
Regulatory Action", below). Each of these groups is further divided into three
subgroups, based on a subjective evaluation of supervisory risk to the insurance
fund posed by the institution.
BankAtlantic is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory--and possibly additional
discretionary-actions by regulators that, if undertaken, could have a direct
material effect on BankAtlantic's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action,
BankAtlantic must meet specific capital guidelines that involve quantitative
measures of BankAtlantic's assets, liabilities, and certain off-balance- sheet
items as calculated under regulatory accounting practices. BankAtlantic's
capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors. Certain of
BankAtlantic's activities, such as its investment in real estate held for
development and sale and real estate joint ventures, result in a deduction from
capital for regulatory capital measurement.
Quantitative measures established by regulation to ensure capital
adequacy require BankAtlantic to maintain minimum amounts and ratios (set forth
in the table below) of total and Tier 1 capital (as defined in the regulations)
to risk-weighted assets (as defined), and of Tier I capital (as defined) to
average assets (as defined). Management believes, as of December 31, 1999, that
BankAtlantic meets all capital adequacy requirements to which it is subject.
As of December 31, 1999, BankAtlantic is considered a well capitalized
institution under the regulatory framework for prompt corrective action. To be
categorized as well capitalized BankAtlantic must maintain minimum total
risk-based, Tier I risk-based, tangible and core capital ratios as set forth in
the table. There are no conditions or events since December 31, 1999 that
management believes have changed the institution's category.
F-50
<PAGE> 115
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
BankAtlantic's actual capital amounts and ratios are presented in the
table:
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt
Adequacy Corrective
Actual Purposes Action Provisions
-------------------- --------------------------- --------------------
Amount Ratio Amount Ratio Amount Ratio
-------- ------ ----------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
As of December 31, 1999:
Total risk-based capital.............. $339,322 13.30% $ > 204,091 > 8.00% $255,144 > 10.00%
- - -
Tier I risk-based capital............. $307,270 12.04% $ > 102,045 > 4.00% 153,068 > 6.00%
- - -
Tangible capital...................... $307,270 7.71% $ > 59,778 > 1.50% $ 59,778 > 1.50%
- - -
Core capital........................... $307,270 7.71% $ > 159,407 > 4.00% 199,259 > 5.00%
- - -
As of December 31, 1998:
Total risk-based capital............... $336,131 13.92% $ > 193,150 > 8.00% $241,438 > 10.00%
- - -
Tier I risk-based capital.............. $305,860 12.67% $ > 96,575 > 4.00% $144,863 > 6.00%
- - -
Tangible capital....................... $305,860 8.48% $ > 54,111 > 1.50% $ 54,111 > 1.50%
- - -
Core capital........................... $305,860 8.48% $ > 144,297 > 4.00% $ 180,371 > 5.00%
- - -
</TABLE>
The Company's wholly owned subsidiary, RBCO is subject to the net
capital provision of Rule 15c3-1 under the Securities Exchange Act of 1934 which
requires that RBCO's aggregate indebtedness shall not exceed 15 times net
capital as defined under such provision. Additionally, RBCO, as a market marker,
is subject to supplemental requirements of Rule 15c3-1(a)4, which provides for
the computation of net capital to be based on the number and price of issues in
which markets are made by RBCO, not to exceed $1,000,000. At December 31, 1999,
RBCO's regulatory net capital was approximately $11.0 million, which exceeded
minimum net capital rule requirements by $10.0 million.
RBCO operates under the provisions of paragraph (K)(2)(ii) of Rule
15c3-3 of the Securities and Exchange commission as a fully-disclosed broker
and, accordingly, customer accounts are carried on the books of the clearing
broker. However, RBCO safekeeps and redeems municipal bond coupons for the
benefit of its customers. Accordingly, RBCO is subject to the provisions of SEC
Rule 15c3-3 relating to possession or control and customer reserve requirements
and was in compliance with such provisions at December 31, 1999.
17. SUBJECT PORTFOLIO
From 1987 through 1990, BankAtlantic purchased in excess of $50 million
of indirect home improvement loans from certain dealers, primarily in the
northeastern United States. BankAtlantic ceased purchasing loans from such
dealers in the latter part of 1990. These dealers were affiliated with each
other but were not affiliated with BankAtlantic. In connection with loans
originated through these dealers, BankAtlantic funded amounts to the dealers as
a dealer reserve. Such loans and related dealer reserves are referred to herein
as the "Subject Portfolio."
In late 1990, questions arose relating to this portfolio and such
questions revolved around practices which were intended to defraud BankAtlantic.
As a consequence of this activity BankAtlantic filed a claim with its insurance
carrier which resulted in payments of $18 million by the carrier to BankAtlantic
during 1992 through 1994. The carrier has no obligation to make further payments
on this matter to BankAtlantic. As part of the settlement agreement with the
carrier ("Covenant"), BankAtlantic agreed to and did file suit against certain
third parties. The Covenant provides that in the event of recovery by
BankAtlantic of damages against third party wrongdoers, BankAtlantic will be
entitled to retain such amount until such amounts plus any payments received
from National Union equal $22 million plus the costs incurred by BankAtlantic to
obtain such recoveries. A trial against various wrongdoers was held in February
1998 and judgment was entered in favor of BankAtlantic and the carrier against
over fifty third party defendants, individuals and corporations. A number of
these third party defendants have been convicted of criminal fraud.
Additionally, BankAtlantic has been named as a defendant in various litigation
instituted by or for the benefit of various consumers who were mortgagors of the
loans. At December 31, 1999, all such litigation had been resolved except for
the ongoing action in New Jersey, discussed below.
F-51
<PAGE> 116
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Two actions were filed in New Jersey. One of the New Jersey actions was
brought on behalf of the State of New Jersey and was resolved in 1995. The
remaining New Jersey action, which was brought against over 25 parties,
including BankAtlantic, purported to be a class action on behalf of named and
unnamed plaintiffs that may have obtained loans from dealers who subsequently
sold the loans to financial institutions, including BankAtlantic. This action
sought, among other things, rescission of the loan agreements and damages. In
November 1995, the court in this action entered an order dismissing the
complaint against BankAtlantic; and plaintiff's appealed this ruling. In January
1996, the Appellate Court reversed the lower court's decision and remanded the
case back to the trial court to determine whether the action could be maintained
as a class action. The reversal was without prejudice to BankAtlantic's right to
renew its summary judgment motion after the trial court made a determination as
to plaintiff's ability to maintain this case as a class action. In December
1997, the trial court denied the plaintiff's motion for class certification and
in January 1998 granted BankAtlantic's summary judgment motion. The plaintiffs
appealed this ruling to the superior Court of New Jersey Appellate Division
which, in March 1998, denied the plaintiffs motion to appeal. Plaintiff
subsequently appealed to the Supreme Court of New Jersey which, on June 30,
1998, granted plaintiffs motion to appeal and remanded the matter to the
Appellate Division to consider the class issue on its merit.
In May 1999, the Appellate Division affirmed the trial court's decision
regarding the then named plaintiff's claims and causes of action based upon
statute of limitations grounds. The Appellate Division also remanded the case
back to the trial court to allow plaintiffs to amend the complaint by naming new
class representatives whose claims were not statutorily barred. Plaintiff
appealed this decision to the Supreme Court and such appeal was denied in
December 1999. In January 2000, plaintiff filed an amended complaint with the
trial court, identifying two new named plaintiffs whose potential claims were
not barred by the statute of limitations and modifying the causes of action in
light of the Appellate Division's decision which eliminated all Truth in Lending
Act claims. The current causes of action are now being brought under various New
Jersey Acts and Regulations. The trial court judge for the amended complaint is
not the same judge that heard and ruled on the previous complaint. Defendants
deposed the new plaintiffs and filed briefs in opposition to plaintiffs motion
to amend the complaint and for class certification. Oral arguments were held on
March 3, 2000. On March 6, 2000, the trial court granted plaintiff's motions to
file the amended complaint and for class certification and denied defendant's
motion for summary judgment. This decision was submitted to all counsel on March
10, 2000. A case scheduling conference is to occur in March 2000.
The Company is considering various alternatives including appealing the
lower court ruling and/or requesting mediation or other dispute resolution
procedures. The present lower court ruling suggests that a dispute resolution
procedure should be utilized. Since inception of this case, various defendants'
proposals to resolve the issues have been presented to plaintiff's counsel and
were rejected. However, the prior rejections were not made in a situation such
as this, where the court expressly suggest the use of dispute resolution
procedures.
The balance of the loans associated with the Subject Portfolio amounted
to approximately $2.9 million and $4.5 million at December 31, 1999 and 1998,
respectively. The related dealer reserve had been completely charged-off by
December 31, 1993. Net charge-offs (recoveries) relating to the Subject
Portfolio amounted to ($98,000), $103,000 and $370,000, for the years ended
December 31, 1999, 1998 and 1997, respectively. At December 31, 1999, 10% of the
loans were secured by collateral in South Florida and 90% of such loans were
secured by collateral in the northeastern United States, respectively.
Collateral for these loans is generally a second mortgage on the borrower's
property. However, it appears that in most cases, the property is encumbered
with loans having high loan to value ratios. Loans in the Subject Portfolio are
charged-off if payments are more than 90 days delinquent.
Since discovery of this issue, appropriate consideration has been given
to insurance coverage availability, the Covenant, loan collectibility and
related dealer reserves. Management believes it has meritorious defenses to the
remaining litigation in New Jersey, but there is no assurance that BankAtlantic
will ultimately be successful in defending this litigation.
F-52
<PAGE> 117
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
18. PARENT COMPANY FINANCIAL INFORMATION
Condensed Statements of Financial Condition at December 31, 1999 and
1998 and Condensed Statements of Operations for each of the years in the three
year period ended December 31, 1999 are shown below. (in thousands):
<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF FINANCIAL CONDITION December 31,
------------------------
ASSETS 1999 1998
--------- --------
<S> <C> <C>
Cash deposited at BankAtlantic ................................................ $ 7,876 $ 13,496
Investment securities (at cost) ................................................ 18,925 400
Securities available for sale (at market value) ................................ 20,312 18,876
Loan receivable from subsidiary ................................................ 10,000 10,000
Investment in subsidiaries ..................................................... 416,259 426,243
Investment and advances in joint ventures ...................................... 2,130 12,629
Due from BankAtlantic .......................................................... 5,704 657
Deferred offering costs on junior subordinated and subordinated debentures ..... 7,367 8,087
Income tax receivable from BankAtlantic ........................................ 2,850 3,145
Other assets ................................................................... 141 208
--------- ---------
Total assets ......................................................... $ 491,564 $ 493,741
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Junior subordinated debentures and subordinated debentures ..................... $ 249,214 $ 249,244
Other liabilities .............................................................. 6,464 4,057
--------- ---------
Total liabilities .............................................................. 255,678 253,301
--------- ---------
Stockholders' equity:
Preferred Stock, $0.01 par value 10,000,000 shares authorized;
none outstanding .......................................................... 0 0
Class A common stock, $0.01 par value, authorized 80,000,000 shares;
issued and outstanding, 32,418,470 and 32,372,738 shares .................. 324 268
Class B common stock, $0.01 par value, authorized 45,000,000 shares;
issued and outstanding, 10,264,516 and 10,356,431 shares .................. 102 104
Additional paid-in capital ................................................... 145,399 147,686
Unearned compensation - restricted stock awards .............................. (5,633) (7,062)
Retained earnings ............................................................ 122,639 95,818
--------- ---------
Total stockholders' equity before net unrealized appreciation on debt
securities available for sale - net of deferred income taxes ................. 262,831 236,814
Net unrealized appreciation (depreciation) on securities available for sale
owned by the Company and BankAtlantic - net of deferred income taxes ........ (26,945) 3,626
--------- ---------
Total stockholders' equity ..................................................... 235,886 240,440
--------- ---------
Total liabilities and stockholders' equity ........................... $ 491,564 $ 493,741
========= =========
</TABLE>
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------------
CONDENSED STATEMENTS OF OPERATIONS 1999 1998 1997
---------- ---------- -----------
<S> <C> <C> <C>
Interest income on repurchase agreements and deposits at Bankatlantic .......... $ 235 $ 1,096 $ 2,337
Interest income on loans and investments ....................................... 3,821 1,055 837
---------- ---------- -----------
Total interest income ................................................. 4,056 2,151 3,174
---------- ---------- -----------
Interest expense on subordinated debentures and junior subordinated debentures . 19,044 18,823 11,689
Capitalized interest ........................................................... 0 (732) 0
---------- ---------- -----------
Net interest expense ......................................................... 19,044 18,091 11,689
Management fee income from Ryan, Beck & Co...................................... 604 0 0
Loan fee income ................................................................ 75 0 0
Gains of trading account securities, unrealized and realized ................... 381 834 2,463
Loss on investment securities available for sale ............................... 0 (2,074) 0
Other expenses ................................................................. (425) (495) (544)
---------- ---------- -----------
Loss before income tax benefit and earnings of subsidiaries .................... (14,353) (17,675) (6,596)
Income tax benefit ........................................................... 4,955 6,572 2,481
---------- ---------- -----------
(Loss) before income of subsidiaries ......................................... (9,398) (11,103) (4,115)
Equity in undistributed net income (loss) of subsidiaries excluding Bankatlantic 477 (317) 152
Equity in income from Bankatlantic's continuing operations ..................... 37,713 21,606 27,621
Equity in income (loss) from Bankatlantic's discontinued operations ............ 2,077 (18,220) 4,111
---------- ---------- -----------
Net income (loss) .................................................... $ 30,869 $ (8,034) $ 27,769
========== ========== ===========
</TABLE>
F-53
<PAGE> 118
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
for the Year Ended
December 31,
-----------------------------------------
(In thousands) 1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Income from continuing operations ....................................... $ 28,792 $ 10,186 $ 23,658
Income from discontinued operations ..................................... 2,077 (18,220) 4,111
ADJUSTMENT TO RECONCILE NET INCOME TO NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES:
Equity in net earnings of BankAtlantic and other subsidiaries ........... (40,267) (3,069) (31,884)
Amortization and accretion, net ......................................... 700 792 388
Other than temporary impairment of securities available for sale ........ 0 2,136 0
Gains on sales of securities available for sale ......................... (381) (62) 0
Purchase of trading securities, net ..................................... 0 (1,621) (6,243)
Proceeds from sales of trading securities ............................... 0 8,648 3,640
Trading securities gains ................................................ 0 (834) (2,463)
Increase (decrease) in accrued interest payable ......................... (1,736) (282) 599
Increase (decrease) in other liabilities ................................ 4,346 394 78
(Decrease) increase in receivable (payable) from (to) BankAtlantic ..... (5,047) (696) (2,703)
Decrease (increase) in other assets ..................................... 67 86 (35)
Decrease (increase) in income tax receivable ............................ 367 984 (2,474)
--------- --------- ---------
Net cash provided (used) by operating activities ........................ (11,082) (1,558) (13,328)
--------- --------- ---------
INVESTING ACTIVITIES:
Loan participations with BankAtlantic ................................... 0 0 (6,500)
Loans originated to subsidiaries ........................................ 0 (10,000) 0
Principal reduction on loans ............................................ 0 6,275 358
Investment in BBC Capital Trust I ....................................... 0 0 (2,312)
Investment and advances to joint ventures ............................... 0 (10,696) (1,870)
Additional investment in BankAtlantic ................................... 0 (17,325) (161,200
Repayment of joint venture advances ..................................... 10,499 0 0
Dividends from subsidiaries ............................................. 23,420 22,025 13,386
Purchase of securities available for sale ............................... (5,538) (12,030) (7,482)
Purchase of investment securities ....................................... (13,646) 0 0
Proceeds from maturity of securities available for sale ................. 0 0 5,900
Proceeds from sales of securities available for sale .................... 2,794 603 0
--------- --------- ---------
Net cash provided (used) by investing activities ........................ 17,529 (21,148) (159,720)
--------- --------- ---------
FINANCING ACTIVITIES:
Issuance of common stock upon exercise of options ....................... 673 1,584 1,857
Issuance of Class A restricted common stock ............................ 1,084 584 0
Issuance of stock options to nonemployees ............................... 69 0 0
Proceeds from issuance of Class A common stock, net ..................... 0 0 43,374
Common stock dividends paid ............................................. (3,935) (3,620) (2,343)
Proceeds from issuance of junior subordinated debentures ................ 0 0 77,062
Deferred costs on junior subordinated debentures ........................ 0 0 (2,908)
Proceeds from issuance of subordinated debentures ....................... 0 0 100,000
Deferred costs on subordinated debentures ............................... 0 0 (3,518)
Payment to acquire and retire common stock .............................. (9,958) (10,860) (12,188)
--------- --------- ---------
Net cash provided (used) by financing activities ........................ (12,067) (12,312) 201,336
--------- --------- ---------
Increase (decrease) in cash and cash equivalents ........................ (5,620) (35,018) 28,288
Cash and cash equivalents at beginning of period ........................ 13,496 48,514 20,226
--------- --------- ---------
Cash and cash equivalents at end of period .............................. $ 7,876 $ 13,496 $ 48,514
========= ========= =========
</TABLE>
(CONTINUED)
F-54
<PAGE> 119
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
<TABLE>
<CAPTION>
(In thousands) 1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Interest paid ...................................................................... $ 20,780 $ 18,541 $ 11,090
Issuance of Class A common stock upon acquisitions ................................. 1,084 41,862 0
Issuance of Class A common stock upon acquisition of other securities .............. 5,000 0 0
Issuance of common stock options upon acquisition of RBCO .......................... 0 1,582 0
Common stock dividends declared and not paid until subsequent period ............... 1,067 997 817
Increase in equity for the tax effect related to the exercise of stock options ..... 141 709 913
Increase (decrease) in stockholders' equity from net unrealized appreciation on debt
securities available for sale by BankAtlantic, less related deferred income taxes (1,065) 2,902 (24)
Issuance of Class A common stock upon conversion of subordinated debentures ........ 30 5,729 375
</TABLE>
During each of the years in the three year period ended December 31,
1999, the Company received $23.2 million, $22.0 million and $13.2 million,
respectively, in dividends from BankAtlantic.
F-55
<PAGE> 120
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
19. SELECTED QUARTERLY RESULTS (Unaudited)
The following tables summarize the quarterly results of operations for
the years ended December 31, 1999 and 1998 (in thousands except share and per
share data):
<TABLE>
<CAPTION>
First Second Third Fourth
1999 Quarter Quarter Quarter Quarter Total
------------- ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Interest income ........................ $ 66,412 $ 73,531 $ 73,224 $ 72,770 $ 285,937
Interest expense ....................... 38,744 42,974 43,489 43,464 168,671
----------- ----------- ----------- ----------- -----------
Net interest income .................... 27,668 30,557 29,735 29,306 117,266
Provision for loan losses .............. 5,164 5,669 8,223 11,602 30,658
----------- ----------- ----------- ----------- -----------
Net interest income after provision
for loan losses........................ 22,504 24,888 21,512 17,704 86,608
----------- ----------- ----------- ----------- -----------
Income before income taxes ............. 13,678 13,902 14,732 4,586 46,898
----------- ----------- ----------- ----------- -----------
Net income from continuing operations .. $ 8,171 $ 8,629 8,890 $ 3,102 $ 28,792
=========== =========== =========== =========== ===========
Income from discontinued operations .... $ 0 $ 801 $ 373 $ 903 $ 2,077
=========== =========== =========== =========== ===========
Net income ............................. $ 8,171 $ 9,430 $ 9,263 $ 4,005 $ 30,869
=========== =========== =========== =========== ===========
Class A basic earnings per share from
continuing operations ............... $ 0.20 $ 0.22 $ 0.22 $ 0.08 $ 0.72
Class A basic earnings per share from
discontinued operations ............... 0.00 0.02 0.01 0.02 0.05
----------- ----------- ----------- ----------- -----------
Class A basic earnings per share ...... $ 0.20 $ 0.24 $ 0.23 $ 0.10 $ 0.77
=========== =========== =========== =========== ===========
Class B basic earnings per share from
continuing operations ................. $ 0.19 $ 0.20 $ 0.20 $ 0.07 $ 0.66
Class B basic earnings per share from
discontinued operations ............... 0.00 0.02 0.01 0.02 0.04
----------- ----------- ----------- ----------- -----------
Class B basic earnings per share ........ $ 0.19 $ 0.22 $ 0.21 $ 0.09 $ 0.70
=========== =========== =========== =========== ===========
Class A diluted earnings per share
from continuing operations ............ $ 0.16 $ 0.17 $ 0.18 $ 0.08 $ 0.59
Class A diluted earnings per share from
discontinued operations .............. 0.00 0.01 0.00 0.01 0.03
----------- ----------- ----------- ----------- -----------
Class A diluted earnings per share ..... $ 0.16 $ 0.18 $ 0.18 $ 0.09 $ 0.62
=========== =========== =========== =========== ===========
Class B diluted earnings per share from
continuing operations ................ $ 0.16 $ 0.17 $ 0.17 $ 0.07 $ 0.57
Class B diluted earnings per share from
discontinued operations .............. 0.00 0.01 0.00 0.02 0.03
----------- ----------- ----------- ----------- -----------
Class B diluted earnings per share .... $ 0.16 $ 0.18 $ 0.17 $ 0.09 $ 0.60
=========== =========== =========== =========== ===========
Basic weighted average number of common
Class A shares outstanding ........... 30,697,706 30,385,075 30,583,415 31,432,522 30,776,168
=========== =========== =========== =========== ===========
Basic weighted average number of common
Class B shares outstanding ........... 10,359,717 10,363,216 10,295,600 10,250,417 10,316,879
=========== =========== =========== =========== ===========
Diluted weighted average number of
common Class A shares outstanding .... 48,938,221 48,580,788 48,762,287 49,303,186 48,856,323
=========== =========== =========== =========== ===========
Diluted weighted average number of
common Class B shares outstanding .... 11,093,626 11,074,638 10,978,297 10,785,746 10,995,037
=========== =========== =========== =========== ===========
</TABLE>
Income during the fourth quarter was adversely affected by a continuing
increase in the provision for loan losses resulting from small business and
consumer charge-offs and delinquency trends.
F-56
<PAGE> 121
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
<TABLE>
<CAPTION>
First Second Third Fourth
1998 Quarter Quarter Quarter Quarter Total
---------------- ------------ ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
Interest income ............................. $ 59,810 $ 65,023 $ 66,372 $ 62,933 $ 254,138
Interest expense ............................ 35,336 38,494 39,770 38,253 151,853
---------------- ------------ ------------ ------------ --------------
Net interest income ......................... 24,474 26,529 26,602 24,680 102,285
Provision for loan losses ................... 3,407 3,371 3,033 11,977 21,788
---------------- ------------ ------------ ------------ --------------
Net interest income after provision for loan
losses..................................... 21,067 23,158 23,569 12,703 80,497
---------------- ------------ ------------ ------------ --------------
Income (loss) before income taxes (benefit) . 7,652 11,767 4,478 (7,185) 16,712
---------------- ------------ ------------ ------------ --------------
Income (loss) from continuing operations .... $ 4,846 $ 7,019 $ 2,644 $ (4,323) $ 10,186
================ ============ ============ ============ ==============
Income (loss) from discontinued operations .. $ 410 $ (628) $ (12,188) $ (5,814) $ (18,220)
================ ============ ============ ============ ==============
Net income (loss) ........................... $ 5,256 $ 6,391 $ (9,544) $ (10,137) $ (8,034)
================ ============ ============ ============ ==============
Class A basic earnings (loss) per share
from continuing operations ............... $ 0.13 $ 0.19 $ 0.06 $ (0.11) $ 0.26
Class A basic earnings (loss) per share
from discontinued operations .............. 0.01 (0.02) (0.29) (0.14) (0.47)
---------------- ------------ ------------ ------------ --------------
Class A basic earnings (loss) per share ..... $ 0.14 $ 0.17 $ (0.23) $ (0.25) $ (0.21)
================ ============ ============ ============ ==============
Class B basic earnings (loss) per share
from continuing operations ............... $ 0.12 $ 0.17 $ 0.06 $ (0.09) $ 0.25
Class B basic earnings (loss) per share
from discontinued operations .............. 0.01 (0.01) (0.27) (0.13) (0.43)
---------------- ------------ ------------ ------------ --------------
Class B basic earnings (loss) per share ..... $ 0.13 $ 0.16 $ (0.21) $ (0.22) $ (0.18)
================ ============ ============ ============ ==============
Class A diluted earnings (loss) per share
from continuing operations ................ $ 0.11 $ 0.15 $ 0.06 $ (0.11) $ 0.25
Class A diluted earnings (loss) per share
from discontinued operations .............. 0.01 (0.01) (0.29) (0.14) (0.45)
---------------- ------------ ------------ ------------ --------------
Class A diluted earnings (loss) per share ... $ 0.12 $ 0.14 $ (0.23) $ (0.25) $ (0.20)
================ ============ ============ ============ ==============
Class B diluted earnings (loss) per share
from continuing operations ................ $ 0.11 $ 0.14 $ 0.06 $ (0.09) $ 0.23
Class B diluted earnings (loss) per share
from discontinued operations .............. 0.01 (0.01) (0.27) (0.13) (0.41)
---------------- ------------ ------------ ------------ --------------
Class B diluted earnings (loss) per share ... $ 0.12 $ 0.13 $ (0.21) $ (0.22) $ (0.18)
================ ============ ============ ============ ==============
Basic weighted average number of common
Class A shares outstanding ................ 26,696,732 27,697,258 31,480,764 31,484,307 29,358,740
================ ============ ============ ============ ==============
Basic weighted average number of common
Class B shares outstanding ................ 10,768,956 10,425,815 10,384,137 10,360,757 10,483,522
================ ============ ============ ============ ==============
Diluted weighted average number of common
Class A shares outstanding ................ 46,194,349 46,782,562 32,012,108 31,484,307 30,083,955
================ ============ ============ ============ ==============
Diluted weighted average number of common
Class B shares outstanding ................ 12,045,633 11,528,473 11,309,014 10,360,757 11,517,960
================ ============ ============ ============ ==============
</TABLE>
F-57
<PAGE> 122
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Income from continuing operations was adversely affected in the fourth
quarter of 1998 by: (1) an increase in the provision for loan losses resulting
from recent delinquency trends in the small business and consumer indirect
portfolios, and charge-offs and growth in the small business loan portfolio ;
(2) write-downs of securities available for sale due to other than temporary
declines in fair value, (3) realized losses in the Company's trading portfolio
reflecting market declines during the fourth quarter of 1998 compared to the
third quarter of 1998, (4) accelerated premium amortization on purchased
residential loans due to prepayments of the underlying loans, (5) increases in
all categories of noninterest expense due to growth in asset size and number of
departments and personnel, and (6) a restructuring charge and asset write-downs
resulting from employee terminations, branch closings, and the consolidation of
the Tampa Bay area mortgage banking operations. The above declines in income
from continuing operations were partially offset by a $3.1 million net pension
curtailment gain.
Income from discontinued operations during the last two quarters of
1998 were impacted by accelerated amortization of mortgage servicing rights
caused by mortgage prepayments of the underlying loans during the periods.
Additionally, during the third quarter of 1998 a $15 million provision for
valuation of mortgage servicing rights was recognized due to anticipated
accelerated prepayments of underlying mortgages. Income from discontinued
operations during the fourth quarter of 1998 reflects a $10 million estimated
cost to exit the MSB. The estimated cost includes the anticipated loss from MSB
operations through the anticipated disposal date and losses on the sale of the
MSB assets. The exit costs were partially offset by a $4.3 million reversal in
the fourth quarter of the provision for valuation of mortgage servicing rights
established during the third quarter.
20. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The information set forth below provides disclosure of the estimated
fair value of the Company's financial instruments presented in accordance with
the requirements of Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments" ("FAS 107") issued by
the FASB.
Management has made estimates of fair value that it believes to be
reasonable. However, because there is no market for many of these financial
instruments, management has no basis to determine whether the fair value
presented would be indicative of the value negotiated in an actual sale.
BankAtlantic's fair value estimates do not consider the tax effect that would be
associated with the disposition of the assets or liabilities at their fair value
estimates.
Fair values are estimated for loan portfolios with similar financial
characteristics. Loans are segregated by category such as commercial, commercial
real estate, residential mortgage, second mortgages, and other installment. Each
loan category is further segmented into fixed and adjustable rate interest terms
and by performing and non-performing categories.
The fair value of performing loans, except residential mortgage and
adjustable rate loans, is calculated by discounting scheduled cash flows through
the estimated maturity using estimated market discount rates that reflect the
credit and interest rate risk inherent in the loan. The estimate of average
maturity is based on BankAtlantic's historical experience with prepayments for
each loan classification, modified, as required, by an estimate of the effect of
current economic and lending conditions. For performing residential mortgage
loans, fair value is estimated by discounting contractual cash flows adjusted
for national historical prepayment estimates using discount rates based on
secondary market sources adjusted to reflect differences in servicing and credit
costs.
For adjustable rate loans, the fair value is estimated at book value
after adjusting for credit risk inherent in the loan. BankAtlantic's interest
rate risk is considered insignificant since the majority of BankAtlantic's
adjustable rate loans are based on prime rates or one year Constant Maturity
Treasuries ("CMT") rates and adjust monthly or generally not greater than
annually.
Fair values of non-performing loans are based on the assumption that
non-performing loans are on a non-accrual status discounted at market rates
during a 24 month work-out period. Assumptions regarding credit risk are
determined using available market information and specific borrower information.
The book value of tax certificates approximates market value. Fair
value of mortgage-backed and investment securities is estimated based on bid
prices available from security dealers.
F-58
<PAGE> 123
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Under FAS 107, the fair value of deposits with no stated maturity, such
as non-interest bearing demand deposits, savings and NOW accounts, and money
market and checking accounts, is equal to the amount payable on demand at
December 31, 1999 and 1998. The fair value of certificates of deposit is based
on the discounted value of contractual cash flows. The discount rate is
estimated using current rates offered by BankAtlantic for such remaining
maturities.
The book value of securities sold under agreements to repurchase
approximates fair value.
The fair values of advances from FHLB, based on discounted cash flows
were based upon comparable terms to maturity, interest rates and issuer credit
standing.
The fair value of convertible subordinated debentures and guaranteed
preferred beneficial interests in the Company's junior subordinated debentures
was based on quoted market prices on NASDAQ. The fair value of other
subordinated debentures and notes payable was based on discounted value of
contractual cash flows based on a market discount rate.
The following table presents information for the Company's financial
instruments at December 31, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
------------------------ ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Financial assets:
Cash and other short term investments ................ $ 90,383 $ 90,383 $ 100,823 $ 100,823
Securities available for sale ........................ 818,308 818,308 597,520 597,520
Trading securities ................................... 23,311 23,311 30,005 30,005
Investment securities ................................ 113,000 113,000 51,811 51,811
Loans receivable including loans held for sale, net .. 2,689,708 2,677,483 2,635,369 2,667,362
Financial liabilities:
Deposits ............................................. $2,027,892 $1,958,736 $1,925,772 $1,873,311
Securities sold under agreements to repurchase
and federal funds purchased ........................ 429,123 429,123 180,593 180,593
Advances from FHLB ................................... 1,098,186 1,068,691 1,044,572 1,052,354
Subordinated debentures and note payable ............. 228,773 181,638 177,114 157,208
Guaranteed preferred beneficial interests in Company's
junior subordinated debentures ..................... 74,750 52,325 74,750 71,013
</TABLE>
The contract amount and related fees of BankAtlantic's commitments to
extend credit, standby letters of credit, financial guarantees and forward FHLB
commitments are not significant. (see Note 15 for the contractual amounts of
BankAtlantic's financial instrument commitments)
21. ACQUISITIONS AND EQUITY METHOD INVESTMENTS
ACQUISITIONS
In December 1999, BDC acquired Levitt. Levitt conducts home-building and
develops rental apartments primarily in Florida. Levitt was acquired for $27.0
million in cash in an acquisition accounted for under the purchase method of
accounting.
F-59
<PAGE> 124
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair value of assets acquired and liabilities assumed in connection
with the acquisition of Levitt effective December 31, 1999 is as follows (in
thousands):
Levitt
--------
Cash acquired................................................... $ 1,023
Loans receivable, net........................................... 548
Loans receivable at BankAtlantic................................ (20,652)
Real estate held for development and sale....................... 73,908
Investments in real estate joint ventures....................... 3,005
Deferred tax asset, net......................................... 8,105
Other assets.................................................... 992
Deposits at BankAtlantic........................................ 4,430
Notes payable................................................... (30,405)
Other liabilities............................................... (13,954)
---------
Cash paid to shareholder........................................ $ 27,000
=========
BDC funded the cash paid to Levitt's shareholder through BankAtlantic's
capital contributions and a $15.0 million term loan from an unrelated financial
institution.
The following is proforma information for the year ended December 31,
1999 and 1998 as if the Levitt acquisition were consummated on January 1, 1999
and 1998, respectively. The proforma information is not necessarily indicative
of the combined financial position or results of operations which would have
been realized had the acquisition been consummated during the period or as of
the dates for which the proforma financial information is presented (dollars in
thousands, except for per share data).
<TABLE>
<CAPTION>
1999 1998
-------------------------- -------------------------
For the Year Ended December 31,
--------------------------------------------------------
Historical Proforma Historical Proforma
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Net interest income after provision for loan loss ........... $ 86,608 $ 85,183 $ 80,497 $ 79,072
Noninterest income ........................................... 100,069 119,592 56,880 75,051
Noninterest expenses ......................................... 139,779 155,758 120,665 132,466
----------- ----------- ----------- ----------
Income before provision for income taxes ..................... 46,898 49,017 16,712 21,657
Provision for income taxes ................................... 18,106 18,923 6,526 8,434
----------- ----------- ----------- ----------
Income from continuing operations ............................ $ 28,792 $ 30,094 $ 10,186 $ 13,223
Income (loss) from discontinued operations ................... 2,077 2,077 (18,220) (18,220)
----------- ----------- ----------- ----------
Net income (loss) ............................................ $ 30,869 $ 32,171 $ (8,034) $ (4,997)
=========== =========== =========== ==========
CLASS A COMMON SHARES
Basic earnings per share from continuing operations .......... $ 0.72 $ 0.75 $ 0.26 $ 0.34
Basic earnings (loss) per share from discontinued operations . 0.05 0.05 (0.47) (0.47)
----------- ----------- ----------- ----------
Basic earnings (loss) per share .............................. $ 0.77 $ 0.80 $ (0.21) $ (0.13)
=========== =========== =========== ==========
Diluted earnings per share from continuing operations ........ $ 0.59 $ 0.61 $ 0.25 0.32
Diluted earnings (loss) per share from discontinued operations 0.03 0.03 (0.45) (0.44)
----------- ----------- ----------- ----------
Diluted earnings (loss) per share ............................ $ 0.62 $ 0.64 $ (0.20) $ (0.12)
=========== =========== =========== ==========
CLASS B COMMON SHARES
Basic earnings per share from continuing operations .......... $ 0.66 $ 0.69 $ 0.25 $ 0.32
Basic earnings (loss) per share from discontinued operations . 0.04 0.04 (0.43) (0.43)
----------- ----------- ----------- ----------
Basic earnings (loss) per share .............................. $ 0.70 $ 0.73 $ (0.18) $ (0.11)
=========== =========== =========== ==========
Diluted earnings per share from continuing operations ........ $ 0.57 $ 0.59 $ 0.23 $ 0.30
Diluted earnings (loss) per share from discontinued operations 0.03 0.03 (0.41) (0.41)
----------- ----------- ----------- ----------
Diluted earnings (loss) per share ............................ $ 0.60 $ 0.62 $ (0.18) $ (0.11)
=========== =========== =========== ==========
</TABLE>
F-60
<PAGE> 125
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On June 28, 1999, RBCO acquired the assets of Southeast Research
Partners, Inc. for consideration consisting of 154,496 shares of restricted
Class A common stock and $875,000 of cash. The Company also accrued $57,000 of
acquisition costs. The assets of Southeast Research Partners primarily consisted
of fixed assets with a fair value of $160,000. The goodwill from the
acquisition, approximately $1.7 million, is tax deductible and will be amortized
over its estimated useful life of 15 years. Furthermore, pursuant to the
Southeast Research Partners acquisition agreement, 42,131 shares of restricted
Class A common stock were placed in an incentive retention pool for the benefit
of certain employees of Southeast Research Partners. The restricted stock has a
three year vesting period from the date of acquisition. All the restricted
shares issued in connection with the acquisition were issued under the
BankAtlantic Bancorp - Ryan Beck Restricted Stock Incentive Plan. Also, pursuant
to the acquisition agreement, certain employees of Southeast Research Partners,
as employees of RBCO, received options under the BankAtlantic Bancorp 1998 Stock
Option Plan to purchase 40,250 shares of Class A common stock with an exercise
price of $6.30. The options vest in five years and expire ten years from the
date of grant.
On June 1, 1999, pursuant to the February 1998 acquisition agreement
under which RBCO acquired Cumberland Advisors, the Company issued 35,625 shares
of Class A common stock and made a cash payment of $266,000 to the former
Cumberland Advisors partners. Such additional consideration was paid under
earn-out provisions in accordance with the acquisition agreement and was
recorded as an adjustment to the purchase price of Cumberland Advisors and not
compensation for services subsequent to the acquisition date. The Class A common
stock is subject to restrictions prohibiting transfers for two years. In March
1998, the Company acquired LTI, a company engaged in the equipment leasing and
finance business. For financial accounting purposes the acquisition was
effective on March 1, 1998. LTI was acquired by the Company in exchange for
826,175 shares of Class A common stock and $300,000 in cash in a merger
accounted for under the purchase method of accounting. The results of LTI are
included in the Company's results of Operations since March 1, 1998. The Company
amortizes goodwill from the transaction over 25 years on a straight line basis.
The Class A common stock received by the LTI shareholders was subject to
restrictions prohibiting transfers for periods ranging from one to three years.
Proforma information relating to LTI is not presented due to lack of
significance.
On June 30, 1998 the Company acquired RBCO through a merger in which all
of RBCO's outstanding shares of common stock were acquired in exchange for
shares of the Company's Class A common stock in an acquisition accounted for
under the purchase method of accounting. Results of operations of RBCO are
included as of July 1, 1998. RBCO is operated as an autonomous independent
wholly owned subsidiary under RBCO's management.
The fair value of assets acquired and liabilities assumed in connection
with the acquisitions of RBCO and LTI effective June 30, 1998 and March 1, 1998,
respectively, is as follows (in thousands):
<TABLE>
<CAPTION>
RBCO LTI Total
-------- -------- ---------
<S> <C> <C> <C>
Cash acquired ................................................ $ 733 $ 0 $ 733
Leases receivable, net ....................................... 0 8,419 8,419
Securities available for sale ................................ 0 121 121
Trading account securities ................................... 27,484 0 27,484
Investment securities ........................................ 1,915 0 1,915
Property and equipment ....................................... 2,916 119 3,035
Deferred income tax (liability) assets ....................... 1,015 (551) 464
Other assets ................................................. 1,895 975 2,870
Securities sold not yet purchased ............................ (3,334) 0 (3,334)
Notes payable ................................................ (1,704) (6,670) (8,374)
Other liabilities ............................................ (7,709) (4,151) (11,860)
Subordinated loan from the Company ........................... (10,000) 0 (10,000)
-------- -------- --------
Fair value of net tangible assets acquired ................... 13,211 (1,738) 11,473
-------- -------- --------
Estimated fair value of Class A common stock issued .......... 35,017 0 35,017
Estimated fair value of restricted Class A common stock issued 1,062 5,783 6,845
Estimated fair value of Class A common stock options issued .. 1,582 0 1,582
Cash paid to shareholder ..................................... 0 300 300
Acquisition costs ............................................ 500 100 600
-------- -------- --------
Total purchase price ......................................... 38,161 6,183 44,344
-------- -------- --------
Cost over fair value of net assets acquired .................. $ 24,950 $ 7,921 $ 32,871
======== ======== ========
</TABLE>
F-61
<PAGE> 126
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During March 1998, the Company extended RBCO a $10.0 million
subordinated loan on an arms length basis to enable RBCO to expand into new
products and markets. Upon acquisition, the loan was eliminated in
consolidation. Included in cost over fair value of net assets acquired was $2.6
million of goodwill related to the February 1998 acquisition by RBCO of
Cumberland Advisors and Cumberland Consulting. The goodwill associated with the
Cumberland entities is amortized on a straight line basis over 15 years. The
remaining goodwill of $22.4 million associated with RBCO is amortized on a
straight line basis over 25 years.
In connection with the acquisition of RBCO in June 1998, the Company
established a retention pool under which 785,866 shares of restricted Class A
common stock were issued to key employees of RBCO. The retention pool was valued
at $8.1 million at the acquisition date, and the shares vested four years from
the date of acquisition. In January 2000, each participant in the retention pool
was provided the opportunity to exchange the restricted shares that were
allocated to such participant for a cash-based deferred compensation award in an
amount equal to the aggregate value at the date of the RBCO acquisition . The
deferred compensation awards were granted under the BankAtlantic Bancorp, Inc.,
Deferred Compensation Plan ("Plan"). The purpose of the plan was to provide
employees of RBCO with a cashbased deferred compensation plan in exchange for
their interest in the restricted Class A common stock issued upon the
establishment of the retention pool. On March 1, 2000, 749,533 shares of Class A
restricted common stock were retired in exchange for the establishment of
interests in the new plan in the aggregate amount of $7.7 million. The Company
may at its option terminate the Plan at anytime without the consent of the
participants or stockholders and distribute to the participants the amount
credited to their deferred account (in whole or in part). The participant's
account will be settled by the Company in cash on the vesting date (June 28,
2002) except the Company can elect to defer payment of up to 50% of a
participant's interest in the plan for up to one year following the vesting
date. If the Company elects to exercise its rights to defer 50% of the cash
payment, the Company will issue a note bearing interest at prime plus 1%.
EQUITY METHOD INVESTMENTS
During the fourth quarter of 1997 and during 1998 the Company invested
in six real estate joint ventures. Five of these joint ventures are in various
stages of development. These joint ventures required equity investments by BDC
at the inception of the project of 44.5% - 90% of the total venture equity with
profit sharing of 40%-50% in future years. Certain of the joint venture partners
have not made substantive equity investments in the partnerships. BankAtlantic
has also provided financing to these joint ventures typically in accordance with
its usual lending and underwriting policies prior to considering the equity
contribution provided by BDC or BBC. Such lending activities have resulted in
deferral of the recognition of interest income on the financing activity and/or
the deferral of profit recognition from the joint venture. The joint ventures
are accounted for under the equity method of accounting and primarily develop
residential and multifamily properties. Additionally, during 1998 the Company
originated a loan to a developer with an ownership potential. The loan was
accounted for as a joint venture with the Company deferring the recognition of
interest income on the loan. In January 1999, the Company relinquished its
equity participation rights in exchange for a substantial principal repayment on
the loan and a guarantee from a real estate investment trust. The loan was paid
in full in November 1999.
Included in real estate held for development and sale and joint ventures
in the Company's Statement of Financial Condition at December 31, 1999 was $6.3
million of equity investments, $33.6 million of advances to real estate limited
partnerships, $33.0 million on land held for development and sale associated
with SLWHC, $74.0 million of land and developed property acquired in connection
with the Levitt Corporation acquisition, and $2.9 million of joint venture
interests acquired in connection with the Levitt Corporation acquisition.
Included in real estate held for development and sale and joint
ventures, net in the Company's Statement of Financial Condition at December 31,
1998 was $7.3 million of equity investments, $9.3 million of advances to real
estate limited partnerships, a $21.4 million loan and a $2.0 million equity
investment in non-real estate joint ventures.
The Company had commitments to loan an additional $8.3 million to joint
ventures at December 31, 1999. Included in the Company's Statement of Operations
for the year ended December 31, 1999 and 1998 was $690,000 and $1.0 million of
capitalized interest expense, $809,000 of joint venture income during the year
ended December 31, 1999 and a $257,000 loss from joint venture activities during
the same 1998 period. Additionally, the Company recognized $1.3 million and
$629,000 of interest income from loans to real estate joint ventures.
F-62
<PAGE> 127
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Condensed Statement of Condition and Condensed Statement of
Operations for joint ventures is as follows for December 31, 1999 and 1998:
(unaudited)
<TABLE>
<CAPTION>
(IN THOUSANDS) 1999 1998
------- --------
<S> <C> <C>
Statement of Financial Condition as of December 31
Real estate assets ....................................... $62,083 30,176
Other assets ............................................. 8,215 3,601
------- -------
Total Assets .......................................... $70,298 33,777
======= =======
Due to St. Lucie West .................................... $ 0 1,421
Due to BankAtlantic ...................................... 30,508 9,327
Notes payable ............................................ 21,796 0
Other liabilities ........................................ 6,864 9,007
------- -------
Total Liabilities ..................................... 59,168 19,755
BDC equity ............................................... 5,969 7,281
Other partners equity .................................... 5,161 6,741
------- -------
Equity ................................................ 11,130 14,022
------- -------
Total Liabilities and Equity ............................. $70,298 33,777
======= =======
Statement of Operations for the year ended December 31 (1)
Revenues ................................................. $ 6,639 253
Selling, general and administrative expenses ............. 3,866 609
------- -------
Net income (loss) ........................................ $ 2,773 (356)
======= =======
Company's share of net income (loss) ..................... $ 809 (257)
======= =======
</TABLE>
(1) Amounts do not include joint venture operations from real estate joint
ventures acquired in the Levitt acquisition.
22. SUBSEQUENT EVENTS AND OTHER INFORMATION (UNAUDITED)
In January 2000, the Board of Directors of the Company approved a
corporate transaction which would result in the redemption and retirement of the
approximately 5.4 million publicly held outstanding shares of Class B common
stock at a price of $6.00 per share payable in cash. It is currently anticipated
that outstanding options to acquire Class B common stock will be terminated for
a net cash outlay of $4.6 million; however, the Company is considering possible
alternatives to the termination of the options. The Class B common stock
represents 100% of the voting rights of the Company. As a result of the
transaction, BFC Financial Corporation would be the sole holder of the Class B
common stock. The proposed transaction is subject to approval of the Company's
Class A and Class B shareholders, receipt of all required regulatory approvals,
and obtaining financing for the transaction.
In January 2000, the Company announced a tender offer for up to $25
million in principal amount of the Company's outstanding 5 5/8% Convertible
Subordinated Debentures due 2007 for a cash price of $750 per $1,000 principal
amount of Debentures. On February 29, 2000 the Company accepted for purchase the
maximum $25 million aggregate principal amount of Debentures under the terms of
the tender offer. Upon expiration of the tender offer, approximately $60 million
aggregate principal amount of the Debentures had been validly tendered, and
since this amount exceeded the $25 million principal amount tendered by the
Company, the Debentures tendered were purchased on a pro-rata basis (at a ratio
of approximately 41%) in accordance with the terms of the tender offer. The
Company recognized a $3.3 million (net of income tax) extraordinary gain upon
the retirement of the Debentures.
In January 2000, the Company began an offering of up to $150 million of
subordinated investment notes. The Company currently anticipates that only
$50-75 million of investment notes will be outstanding at any time. No minimum
amount of investment notes must be sold and the Company may terminate the
offering at any time. The Company used a portion of the proceeds to pay a
portion of the purchase price for the debentures tendered pursuant to the tender
offer described above and also
F-63
<PAGE> 128
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
intends to use the proceeds to fund the proposed corporate transaction and for
general corporate purposes. The investment notes mature in 2 years and the
interest rate is fixed upon issuance. The Company may elect at any time prior to
maturity to automatically extend the maturity date of the investment notes for
an additional one year. The investment notes are subordinated to all existing
and future senior indebtedness.
Alan B. Levan serves as the Chairman, Chief Executive Officer and
President of BankAtlantic, the Company and BFC. John E. Abdo is the Vice
Chairman of BankAtlantic, the Company, and BFC and also President and Chief
Executive Officer of St. Lucie West Holding Corp., and Levitt Corporation and
subsidiaries, wholly owned subsidiaries of BDC and President of BDC, a wholly
owned subsidiary of BankAtlantic.
23. SEGMENT REPORTING
The Company has adopted Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information". This
standard establishes standards for reporting information about operating
segments and related disclosures about products and services. Operating segments
are defined as components of an enterprise about which separate financial
information is available that is regularly reviewed by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. Reportable segments consist of one or more operating segments with
similar economic characteristics, products and services, production processes,
type of customer, distribution system and regulatory environment. The
information provided for Segment Reporting is based on internal reports utilized
by management. Interest expense and certain revenue and expense items are
allocated to the various segments as interest expense and overhead. The
presentation and allocation of interest expense and overhead and the net
contribution calculated under the management approach may not reflect the actual
economic costs, contribution or results of operations of the unit as a stand
alone business. If a different basis of allocation was utilized, the relative
contributions of the segments might differ but the relative trends in segments
would, in management's view, likely not be impacted.
The following summarizes the aggregation of the Company's operating
segments into reportable segments:
<TABLE>
<CAPTION>
REPORTABLE SEGMENT OPERATING SEGMENTS AGGREGATED
- ------------------ ------------------------------
<S> <C>
Bank Investment Operations -- Other Investment Division, Tax Certificate Department, Government
Trading, Equity Portfolio
Bank Investment Operations -- Wholesale
Residential Real Estate Capital Services, Capital Markets
Bank Loan Operations -- Commercial Commercial Lending, Syndications, International and Trade
Finance
Bank Loan Operations -- Retail Residential Lending, CRA Lending, BankAtlantic Mortgage,
Indirect and Direct Consumer Lending, Small Business
Lending, Lease financing
Real Estate Operations BankAtlantic Development Corp. (includes SLW and real estate
joint ventures)
Investment Banking Operations Ryan, Beck & Co.
</TABLE>
The accounting policies of the segments are generally the same as those
described in the summary of significant accounting policies. Intersegment
transactions consist of borrowings by real estate operations and investment
banking operations which are recorded based upon the terms of the underlying
loan agreements and are effectively eliminated in the interest expense and
overhead.
F-64
<PAGE> 129
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company evaluates segment performance based on net contribution
after tax. The table below is segment information for continuing operations for
the three years ended December 31, 1999:
<TABLE>
<CAPTION>
Bank Investment Bank Loan
Operations Operations
--------------------------- --------------------------
Investment
Wholesale Real Estate Banking Segment
(In Thousands) Other Residential Commercial Retail Operations Operations Total
1999 ----------- ------------ ------------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income .......... $ 62,787 $ 87,656 $ 78,833 $ 53,369 $ 1,702 $ 1,590 $ 285,937
Interest expense and
overhead ............... (49,783) (69,994) (45,908) (28,884) (3,223) (903) (198,695)
Provision for loan losses 0 (197) (1,264) (29,197) 0 0 (30,658)
Non-interest income ...... 1,469 791 2,003 4,413 10,874 50,595 70,145
Depreciation and
amortization ........... (40) (2,180) 1,139 (882) 0 (3,997) (5,960)
Segment profits and losses
before taxes ........... 11,223 15,152 30,965 (14,691) 3,315 934 46,898
Provision for income taxes 4,333 5,850 11,955 (5,672) 1,280 360 18,106
----------- ----------- ----------- ----------- ----------- ----------- ----------
Segment net income (loss) $ 6,890 $ 9,302 $ 19,010 $ (9,019) $ 2,035 $ 574 $ 28,792
=========== =========== =========== =========== =========== =========== ==========
Segment total assets ..... $ 967,148 $ 1,389,486 $ 951,796 $ 440,403 $ 152,552 $ 42,636 $3,944,021
=========== =========== =========== =========== =========== =========== ==========
Equity method investments
included in total assets $ 0 $ 0 $ 0 $ 0 $ 5,724 $ 2,130 $ 7,854
=========== =========== =========== =========== =========== =========== ==========
Expenditures for segment
assets ................. $ 8 $ 9 $ 8 $ 1 $ 0 $ 1,692 $ 1,718
=========== =========== =========== =========== =========== =========== ==========
1998
Interest income .......... $ 45,528 $ 92,118 $ 58,526 $ 57,329 $ 0 $ 637 $ 254,138
Interest expense and
overhead ............... (43,964) (80,996) (39,084) (39,564) (496) (596) (204,700)
Provision for loan losses 0 (712) (3,758) (17,318) 0 0 (21,788)
Non-interest income ...... 1,953 1,036 1,309 6,361 6,965 17,092 34,716
Depreciation and
amortization ........... (28) (4,287) 135 (367) 0 (1,873) (6,420)
Segment profits and losses
before taxes ........... 722 10,563 13,172 (9,059) 1,473 (159) 16,712
Provision for income taxes 274 4,014 5,006 (3,437) 560 109 6,526
----------- ----------- ----------- ----------- ----------- ----------- ----------
Segment net income (loss) $ 448 $ 6,549 $ 8,166 $ (5,622) $ 913 $ (268) $ 10,186
=========== =========== =========== =========== =========== =========== ==========
Segment total assets ..... $ 696,617 $ 1,411,577 $ 711,001 $ 540,743 $ 35,791 $ 38,840 $3,434,569
=========== =========== =========== =========== =========== =========== ==========
Equity method investments
included in total assets $ 20,758 $ 0 $ 0 $ 0 $ 7,281 $ 2,000 $ 30,039
=========== =========== =========== =========== =========== =========== ==========
Expenditures for segment
assets ................. $ 36 $ 0 $ 21 $ 251 $ 0 $ 43 $ 351
=========== =========== =========== =========== =========== =========== ==========
1997
Interest income .......... $ 39,006 $ 46,477 $ 58,915 $ 66,156 $ 0 $ 0 $ 210,554
Interest expense and
overhead ............... (36,449) (36,248) (37,045) (46,693) (20) 0 (156,455)
Provision for loan losses 0 (241) 165 (11,192) 0 0 (11,268)
Non-interest income ...... 7,353 109 1,259 7,792 781 0 17,294
Depreciation and
amortization ........... (63) (1,759) (445) (159) 0 0 (2,426)
Segment profits before
taxes .................. 6,318 7,906 19,274 5,351 44 13 38,906
Provision for income taxes 2,473 3,102 7,563 2,088 17 5 15,248
----------- ----------- ----------- ----------- ----------- ----------- ----------
Segment net income ....... $ 3,845 $ 4,804 $ 11,711 $ 3,263 $ 27 $ 8 $ 23,658
=========== =========== =========== =========== =========== =========== ==========
Segment total assets ..... $ 846,345 $ 825,652 $ 617,469 $ 520,943 $ 24,156 $ 1,805 $2,836,370
=========== =========== =========== =========== =========== =========== ==========
Equity method investments
included in total assets $ 0 $ 0 $ 0 $ 0 $ 1,200 $ 249 $ 1,449
=========== =========== =========== =========== =========== =========== ==========
Expenditures for segment
assets ................. $ 66 $ 9 $ 12 $ 278 $ 0 $ 0 $ 365
=========== =========== =========== =========== =========== =========== ==========
</TABLE>
F-65
<PAGE> 130
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The difference between segment total assets, and non-interest income
and consolidated assets, and noninterest income are as follows:
<TABLE>
<CAPTION>
(in thousands) For the Year Ended December 31,
---------------------------------------------
1999 1998 1997
---------- ----------- -----------
TOTAL ASSETS
<S> <C> <C> <C>
Total assets for reportable segments ............ $3,944,021 $3,434,569 $2,836,370
Assets in discontinued operations ............... 785 49,600 45,493
Assets in overhead .............................. 215,095 304,806 182,617
---------- ---------- ----------
Total consolidated assets ....................... $4,159,901 $3,788,975 $3,064,480
========== ========== ==========
NONINTEREST INCOME
Total non-interest income for reportable segments $ 70,145 $ 34,716 $ 17,294
Items included in interest expense and overhead:
Transaction fee income .......................... 14,172 12,589 9,302
ATM fees ........................................ 9,945 6,650 5,329
Gains (losses) on sales of property and equipment 2,005 (11) 852
Other deposit related fees ...................... 3,802 2,936 589
---------- ---------- ----------
Total consolidated non-interest income .......... $ 100,069 $ 56,880 $ 33,366
========== ========== ==========
</TABLE>
Depreciation and amortization consist of: depreciation on property and
equipment, amortization of premiums and discounts on loans and investments,
amortization of cost over fair value of net assets acquired, and amortization of
the retention pool.
F-66
<PAGE> 131
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Items 10 through 13 will be provided by incorporating the information
required under such items by reference to the registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission, no later than
120 days after the end of the year covered by this Form 10K, or, alternatively,
by amendment to this Form 10K under cover of 10K-A no later than the end of such
120 day period.
63
<PAGE> 132
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) FINANCIAL STATEMENTS
The following consolidated financial statements of BankAtlantic
Bancorp, Inc. and its subsidiaries are included herein under Part
II, Item 8 of this Report.
Independent Auditors' Report dated January 20, 2000.
Consolidated Statements of Financial Condition as of
December 31, 1999 and 1998.
Consolidated Statements of Operations for each of the
years in the three year period ended December 31,
1999.
Consolidated Statements of Stockholders' Equity and
Comprehensive Income for each of the years in the
three year period ended December 31, 1999.
Consolidated Statements of Cash Flows for each of the
years in the three year period ended December 31,
1999.
Notes to Consolidated Financial Statements for the
three years ended December 31, 1999.
(2) FINANCIAL STATEMENT SCHEDULES
All schedules are omitted as the required information is either not
applicable or presented in the financial statements or related
notes.
64
<PAGE> 133
(3) EXHIBITS
The following exhibits are either filed as a part of this Report or are
incorporated herein by reference to documents previously filed as indicated
below:
<TABLE>
<CAPTION>
Exhibit
Number Description Reference
------- ----------- ---------
<S> <C> <C>
3.1 Amended and Restated Articles of Incorporation Exhibit 3.1 to the Registrant's Registration
Statement on Form S-3, filed on June 5, 1996
(Registration No. 333-05287).
3.2 Amendment to the Articles of Incorporation Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1997, filed on March 13, 1998.
3.3 Bylaws Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4, filed on May 5, 1994
(Registration No. 33-77708).
10.1 Indenture for the Registrant's 9% Subordinated Exhibit 4.1 to the Registrant's Registration
Debentures due 2005 Statement on Form S-2, filed on August 25,
1995 (Registration No. 33-96184).
10.2 Indenture for the Registrant's 6-3/4% Exhibit 4.1 to the Registrant's Registration.
Convertible Statement on Form S-3, filed on June 5, 1996
Subordinated Debentures due 2006 (Registration No. 333-05287).
10.3 Indenture for the Registrant's 9-1/2% Junior Exhibit 4.1 to the Registrant's Registration
Subordinated Debentures due 2027 Statement on Form S-3, filed on March 21,
1997 (Registration No. 333-23771 and
333-23771-01).
10.4 Indenture for the Registrant's 5-5/8% Exhibit 4.1 to the Registrant's Registration
Convertible Statement on Form S-3, filed on October 27,
Subordinated Debentures due 2007 1997 (Registration No. 333-38799).
10.5 Key Employees' Stock Option Plan* Exhibit 10.1 to the Registrant's Registration
Statement on Form S-4, filed on May 5, 1994
(Registration No. 33-77708).
10.6 BankAtlantic Bancorp 1994 Stock Option Plan* Exhibit 10.2 to the Registrant's Registration
Statement on Form S-4, filed on May 5, 1994
(Registration No. 33-77708).
10.7 BankAtlantic Bancorp 1996 Stock Option Plan* Appendix A to the Registrant's Definitive
Proxy Statement filed on April 25, 1996.
10.8 BankAtlantic Bancorp 1998 Stock Option Plan* Appendix A to the Registrant's Definitive
Proxy Statement filed on March 16, 1998.
10.9 BankAtlantic Bancorp, Inc. Restricted Stock Exhibit 10.9 to the Registrant's Annual Report
Award Plan for Key Employees of Ryan, on Form 10K for theyear ended December 31,
Beck & Co., Inc.* 1998, Filed on March 26, 1999.
10.10 BankAtlantic Bancorp, Inc. - Ryan Beck Exhibit 10.10 to the Registrant's Annual Report
Restricted Stock Incentive Plan* on Form 10-K for the year ended December 31,
1998. Filed on March 26, 1999.
10.11 BankAtlantic Bancorp-Ryan Beck Executive Appendix B to the Registrant's Definitive Proxy
Incentive Plan* Statement filed on June 22, 1999.
10.12 BankAtlantic Bancorp 1999 Stock Option Plan* Appendix C to the Registrant's Definitive Proxy
Statement filed on June 22, 1999.
10.13 Indenture for Registrant's Subordinated Exhibit 4 to the Registrant's Registration
Investment Notes Statement on Form S-3 filed December 21, 1999.
(Registration No. 333-93139)
12.1 Ratio of Earnings to Fixed Charges. Filed with this Report.
21.1 Subsidiaries of the Registrant. Filed with this Report.
</TABLE>
65
<PAGE> 134
<TABLE>
<CAPTION>
Exhibit
Number Description Reference
------- ----------- ---------
<S> <C> <C>
23.1 Consent of KPMG LLP Filed with this Report.
27.1 Financial Data Schedule. Filed with this Report.
27.2 Financial Data Schedule. Filed with this Report.
(b) Reports on Form 8-K None
</TABLE>
*Compensatory Plan
66
<PAGE> 135
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BANKATLANTIC BANCORP, INC.
March 29, 2000 By: /s/ Alan B. Levan
-------------------------------------
Alan B. Levan, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- ------
<S> <C>
/s/ Alan B. Levan Chairman of the Board, President and Chief Executive
- ---------------------------------------------------------- Officer
Alan B. Levan
/s/ John E Abdo Vice Chairman of the Board; President of BankAtlantic
- ---------------------------------------------------------- Development Corporation
John E. Abdo
/s/ James A. White Executive Vice President and Chief Financial
- ---------------------------------------------------------- Officer
James A. White
/s/ Ben A. Plotkin Director
- ----------------------------------------------------------
Ben A. Plotkin
/s/ Steven M. Coldren Director
- ----------------------------------------------------------
Steven M. Coldren
/s/ Mary E. Ginestra Director
- ----------------------------------------------------------
Mary E. Ginestra
/s/ Bruno Di Giulian Director
- ----------------------------------------------------------
Bruno Di Giulian
/s/ Charlie C. Winningham, II Director
- ----------------------------------------------------------
Charlie C. Winningham, II
/s/ Jarett S. Levan Director
- ----------------------------------------------------------
Jarett S. Levan
/s/ Ira Siegel Director
- ----------------------------------------------------------
Ira Siegel
</TABLE>
67
<PAGE> 1
EXHIBIT 12.1
RATIOS OF EARNINGS TO FIXED CHARGES
<PAGE> 2
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
EARNINGS (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND EXTRAORDINARY ITEMS $ 46,989 $ 16,712 $ 38,906 $ 29,019 $ 24,928
FIXED INTEREST CHARGES ...................... 170,863 153,930 117,048 77,637 67,087
-------- -------- -------- -------- --------
EARNINGS (LOSS):
INCLUDING FIXED INTEREST CHARGES .......... 217,761 170,642 155,954 106,656 92,015
EXCLUDING INTEREST EXPENSE ON DEPOSITS .... 140,886 103,928 87,723 52,010 45,369
FIXED INTEREST CHARGES EXCLUDING INTEREST
EXPENSE ON DEPOSITS ....................... 93,988 87,216 48,817 22,991 20,441
RATIOS:
EARNINGS INCLUDING FIXED INTEREST CHARGES
TO FIXED INTEREST CHARGES ................. 1.27 1.11 1.33 1.37 1.37
EARNINGS TO FIXED INTEREST EXCLUDING
INTEREST ON DEPOSITS ...................... 1.50 1.19 1.80 2.26 2.22
DOLLAR DEFICIENCY OF EARNINGS TO FIXED
INTEREST CHARGES .......................... $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
======== ======== ======== ====== =======
</TABLE>
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
<PAGE> 2
<TABLE>
<CAPTION>
DATE OF STATE OF
SUBSIDIARY NAME INCORPORATION INCORPORATION BUSINESS PURPOSE
=============== ============== ============= =================
SUBSIDIARIES OF BANKATLANTIC BANCORP, INC.
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<S> <C> <C> <C>
BANKATLANTIC, A FEDERAL SAVINGS BANK FEBRUARY 1952 U.S. OF A FEDERAL SAVINGS BANK WHICH PROVIDES TRADITIONAL
AMERCIA RETAIL AND COMMERCIAL BANKING SERVICES.
ATM SERVICES, INC. MAY 1991 FLORIDA INACTIVE.
BBC CAPITAL TRUST 1 MARCH 1997 DELAWARE A STATUTORY BUSINESS TRUST.
NATIONAL VIATICAL FUNDING CORPORATION JUNE 1997 FLORIDA INACTIVE.
BANKATLANTIC BANCORP PARTNERS, INC. MAY 1998 FLORIDA INACTIVE.
TSC HOLDING, INC. NOVEMBER 1995 FLORIDA INVESTS IN TAX CERTIFICATES.
RYAN BECK & CO., INC. JANUARY 1965 NEW JERSEY INVESTMENT BANKERS
SUBSIDIARIES OF RYAN BECK & CO. INC.
===================================================================================================================================
RYAN BECK FINANCIAL CORP. MARCH 1983 NEW JERSEY BROKER/DEALER.
RYAN BECK INSURANCE SERVICES JULY 1988 NEW JERSEY INSURANCE SERVICES.
RYAN BECK ASSET SALES, INC. NOVEMBER 1988 NEW JERSEY INACTIVE.
CUMBERLAND ADVISORS, INC. JULY 1993 NEW JERSEY MONEY MANAGER.
SUBSIDIARIES OF BANKATLANTIC, F.S.B.
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BANC SERVICING CENTER, INC. SEPTEMBER 1995 FLORIDA INACTIVE.
BANKATLANTIC DEVELOPMENT CORPORATION DECEMBER 1982 FLORIDA REAL ESTATE DEVELOPER.
BANKATLANTIC FACTORS, INC. JANUARY 1997 FLORIDA INACTIVE.
BANKATLANTIC HOLDINGS, INC. MAY 1991 NEVADA MANAGES R.E.I.T.
BANKATLANTIC LEASING INC., AUGUST 1989 FLORIDA INACTIVE.
A FLORIDA CORP.
BANKATLANTIC MORTGAGE CORPORATION DECEMBER 1993 FLORIDA INACTIVE.
FIDELITY SERVICE CORPORATION OCTOBER 1970 FLORIDA INACTIVE.
GATEWAY CENTER, INC. JANUARY 1994 FLORIDA HOLDS TITLE OF OPERATIONS CENTER.
HAMMOCK HOMES, INCORPORATED OCTOBER 1990 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 1, INCORPORATED FEBRUARY 1991 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 2, INCORPORATED FEBRUARY 1991 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 3, INCORPORATED FEBRUARY 1991 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 4, INCORPORATED FEBRUARY 1991 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 11, INCORPORATED MAY 1991 FLORIDA INVESTS IN TAX CERTIFICATES.
BANKATLANTIC MORTGAGE CORPORATION MAY 1991 FLORIDA INACTIVE.
HEARTWOOD 13, INCORPORATED MAY 1991 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 14, INCORPORATED MAY 1991 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 15, INCORPORATED JANUARY 1990 FLORIDA INVESTS IN TAX CERTIFICATES.
HEARTWOOD 16, INCORPORATED JUNE 1992 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
</TABLE>
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<TABLE>
<CAPTION>
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HEARTWOOD 18, INCORPORATED JUNE 1992 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 19, INCORPORATED JUNE 1992 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 20, INCORPORATED JUNE 1992 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S TAX LIEN ACQUISITIONS.
HEARTWOOD 21, INCORPORATED FEBRUARY 1991 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 87, INCORPORATED MARCH 1987 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 88, INCORPORATED MAY 1988 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S TAX LIEN ACQUISITIONS.
HEARTWOOD 90, INCORPORATED NOVEMBER 1990 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC' FORECLOSURES.
HEARTWOOD 91, INCORPORATED JANUARY 1991 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 91-2, INCORPORATED JULY 1987 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD HOLDINGS, INC. JULY 1988 FLORIDA REAL ESTATE INVESTMENT TRUST.
LEASING TECHNOLOGY, INC. (LTI) JULY 1980 FLORIDA LEASE FINANCING OF VEHICLES AND EQUIPMENT
PROFESSIONAL VALUATION SERVICES, INC. OCTOBER 1987 FLORIDA RECEIVES COMMISSIONS FROM A BROKER-DEALER ON
SECURITY SALES AT BANKATLANTIC BRANCHES.
BNA MANAGEMENT AND ACQUISITION FEBRUARY 1991 FLORIDA INACTIVE.
SERVICES, INC.
HEARTWOOD 91-1, INCORPORATED FEBRUARY 1986 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 91-3, INCORPORATED DECEMBER 1985 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
HEARTWOOD 91-4, INCORPORATED JANUARY 1986 FLORIDA TAKES TITLE, MANAGES, AND DISPOSES OF
BANKATLANTIC'S FORECLOSURES.
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SUBSIDIARIES OF (LTI) LEASING TECHNOLOGY INC.
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LTI AVIATION FINANCE CORP. APRIL 1997 FLORIDA FINANCING OF AVIATION EQUIPMENT
LTI VEHICLE FINANCE CORP. DECEMBER 1997 FLORIDA FINANCING OF MOTOR VEHICLES
LTI VEHICLE LEASING CORP. MAY 1987 FLORIDA LEASING OF MOTOR VEHICLES
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SUBSIDIARIES OF BANKATLANTIC DEVELOPMENT CORPORATION
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BANKATLANTIC VENTURE PARTNERS 1, INC. DECEMBER 1985 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 2, INC. DECEMBER 1985 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 3, INC. DECEMBER 1987 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 4, INC. DECEMBER 1987 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 5, INC. DECEMBER 1987 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
ST. LUCIE FARMS, INC. MARCH 1998 FLORIDA HOLDS REAL ESTATE.
BANKATLANTIC VENTURE PARTNERS 7, INC. MAY 1998 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 8, INC. MAY 1998 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 9, INC. MAY 1998 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 10, INC. MAY 1998 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 11, INC. APRIL 1999 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 12, INC. APRIL 1999 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
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BANKATLANTIC VENTURE PARTNERS 13, INC. APRIL 1999 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 14, INC. APRIL 1999 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
BANKATLANTIC VENTURE PARTNERS 15, INC. APRIL 1999 FLORIDA INVESTS IN REAL ESTATE JOINT VENTURES.
LEVITT CORPORATION DECEMBER 1988 MARYLAND REAL ESTATE HOLDING COMPANY
ST. LUCIE WEST HOLDING CORP. MAY 1996 FLORIDA REAL ESTATE HOLDING COMPANY.
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SUBSIDIARIES OF ST. LUCIE WEST HOLDING CORP.
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HAMSHIRE HOMES, LTD JUNE 1986 MARYLAND HOLDS REAL ESTATE.
LD CORPORATION OF BROWARD, INC. MAY 1988 FLORIDA INACTIVE.
LD FINANCIAL MANAGEMENT, INC. AUGUST 1996 FLORIDA INACTIVE.
LEVITT AT AMHERST, INC. OCTOBER 1987 FLORIDA GENERAL PARTNER IN REAL ESTATE DEVELOPMENT.
LEVITT AT BEAR LAKES NOVEMBER 1992 FLORIDA INACTIVE.
LEVITT AT HUNTINGTON LAKES, INC. OCTOBER 1994 FLORIDA DEVELOPS REAL ESTATE.
LEVITT AT TWIN ACRES, INC. DECEMBER 1993 FLORIDA GENERAL PARTNER IN REAL ESTATE DEVELOPMENT.
LEVITT AT WESTCHESTER WEST, INC. SEPTEMBER 1988 FLORIDA GENERAL PARTNER IN REAL ESTATE DEVELOPMENT.
LEVITT AT WESTCHESTER, INC. OCTOBER 1987 FLORIDA INACTIVE.
LEVITT CARE CORPORATION OCTOBER 1988 FLORIDA GENERAL PARTNER IN REAL ESTATE DEVELOPMENT.
LEVITT HAGEN RANCH, INC. MARCH 1998 FLORIDA GENERAL PARTNER IN REAL ESTATE DEVELOPMENT.
LEVITT HOMES AT WATERS EDGE, INC. AUGUST 1988 NEW YORK INACTIVE.
LEVITT HOMES, INCORPORATED FEBRUARY 1976 DELAWARE DEVELOPS REAL ESTATE
LEVITT INDUSTRIES, INC. OCTOBER 1979 FLORIDA INACTIVE.
LEVITT MORTGAGE CORP. SEPTEMBER 1960 FLORIDA MORTGAGE BROKER.
LEVITT PROPERTY MANAGEMENT, INC. DECEMBER 1985 FLORIDA INACTIVE.
LEVITT REALTY SERVICES, INC. OCTOBER 1990 FLORIDA REAL ESTATE BROKER.
LEVITT SPRINGS, INC. JUNE 1990 FLORIDA GENERAL PARTNER IN REAL ESTATE DEVELOPMENT.
LEVITT & SONS DECEMBER 1977 DELAWARE INACTIVE.
LHBC HOLDINGS, INC. AUGUST 1996 FLORIDA HOLDING COMPANY.
LM MORTGAGE CORP. APRIL 1999 FLORIDA MORTGAGE BROKER.
LEVITT-NORTHPARK INC. MAY 1987 FLORIDA INACTIVE.
LEVITT CONSTRUCTION CORP., EAST OCTOBER 1979 FLORIDA GENERAL CONTRACTOR.
SECURITY SHIELD, INC. JULY 1988 FLORIDA INACTIVE.
THE VILLAGE AT EMERALD LAKES, INC. JULY 1990 FLORIDA INACTIVE.
UFC TITLE INSURANCE NOVEMBER 1984 FLORIDA TITLE AGENT.
WOODMERE HOMES, INC. DECEMBER 1988 FLORIDA INACTIVE.
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SUBSIDIARIES OF ST. LUCIE WEST HOLDING CORP.
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St. Lucie Farmers, Inc. OCTOBER 1998 FLORIDA HOLDS REAL ESTATE.
ST. LUCIE WEST DEVELOPMENT CORP. MAY 1996 FLORIDA HOLDS REAL ESTATE.
ST. LUCIE WEST REALTY, INC. 1986 FLORIDA SALE OF REAL ESTATE
ST. LUCIE WEST UTILITIES, INC. APRIL 1986 FLORIDA MANAGES UTILITIES.
LAKE CHARLES DEVELOPMENT CORP. MAY 1996 FLORIDA DEVELOPS REAL ESTATE.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
<PAGE> 2
ACCOUNTANTS' CONSENT
The Board of Directors
BankAtlantic Bancorp, Inc.:
We consent to incorporation by reference in the registration statement
on:
FORM REGISTRATION STATEMENT NUMBERS
---- ------------------------------
S-3 333-72283; 333-38799; 333-24571; 333-23771; 333-05287;333-93139;
S-8 333-73047; 333-68871; 333-58753; 333-57893; 333-56823;
333-08025; 33-89378;333-87315; 333-82489
of BankAtlantic Bancorp, Inc. of our report dated January 20, 2000, relating to
the Consolidated Statements of Financial Condition of BankAtlantic Bancorp, Inc.
( and subsidiaries) as of December 31, 1999, and 1998, and the related
Consolidated Statements of Operations, Stockholders' Equity and Comprehensive
Income, and Cash Flows for each of the years in the three-year period ended
December 31, 1999, which report appears in the December 31, 1999, annual report
on Form 10-K of BankAtlantic Bancorp, Inc.
/s/KPMG LLP
Ft. Lauderdale, Florida
March 27, 2000
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<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AT DECEMBER 31, 1999 AND THE
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1
<INT-BEARING-DEPOSITS> 90,070
<FED-FUNDS-SOLD> 313
<TRADING-ASSETS> 23,111
<INVESTMENTS-HELD-FOR-SALE> 818,308
<INVESTMENTS-CARRYING> 113,000
<INVESTMENTS-MARKET> 113,000
<LOANS> 2,689,708
<ALLOWANCE> 44,450
<TOTAL-ASSETS> 4,159,901
<DEPOSITS> 2,027,892
<SHORT-TERM> 861,297
<LIABILITIES-OTHER> 65,291
<LONG-TERM> 969,535
0
0
<COMMON> 426
<OTHER-SE> 235,460
<TOTAL-LIABILITIES-AND-EQUITY> 4,159,901
<INTEREST-LOAN> 219,705
<INTEREST-INVEST> 66,232
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 285,937
<INTEREST-DEPOSIT> 76,875
<INTEREST-EXPENSE> 168,671
<INTEREST-INCOME-NET> 117,266
<LOAN-LOSSES> 30,658
<SECURITIES-GAINS> 1,928
<EXPENSE-OTHER> 139,779
<INCOME-PRETAX> 46,898
<INCOME-PRE-EXTRAORDINARY> 46,898
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,869
<EPS-BASIC> 0.77
<EPS-DILUTED> 0.62
<YIELD-ACTUAL> 7.77
<LOANS-NON> 42,741
<LOANS-PAST> 410
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 37,950
<CHARGE-OFFS> 27,691
<RECOVERIES> 4,533
<ALLOWANCE-CLOSE> 44,450
<ALLOWANCE-DOMESTIC> 43,850
<ALLOWANCE-FOREIGN> 600
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AT DECEMBER 31, 1998 AND THE
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 100,823
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 30,005
<INVESTMENTS-HELD-FOR-SALE> 597,520
<INVESTMENTS-CARRYING> 51,811
<INVESTMENTS-MARKET> 51,811
<LOANS> 2,635,369
<ALLOWANCE> 37,950
<TOTAL-ASSETS> 3,788,975
<DEPOSITS> 1,925,772
<SHORT-TERM> 336,986
<LIABILITIES-OTHER> 145,734
<LONG-TERM> 1,140,043
0
0
<COMMON> 372
<OTHER-SE> 240,068
<TOTAL-LIABILITIES-AND-EQUITY> 3,788,975
<INTEREST-LOAN> 209,156
<INTEREST-INVEST> 44,982
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 254,138
<INTEREST-DEPOSIT> 66,714
<INTEREST-EXPENSE> 151,853
<INTEREST-INCOME-NET> 102,285
<LOAN-LOSSES> 21,788
<SECURITIES-GAINS> 1,207
<EXPENSE-OTHER> 120,665
<INCOME-PRETAX> 16,712
<INCOME-PRE-EXTRAORDINARY> 16,712
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,034)
<EPS-BASIC> (0.21)
<EPS-DILUTED> (0.20)
<YIELD-ACTUAL> 7.83
<LOANS-NON> 23,364
<LOANS-PAST> 3,182
<LOANS-TROUBLED> 7
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 28,450
<CHARGE-OFFS> 16,095
<RECOVERIES> 3,050
<ALLOWANCE-CLOSE> 37,950
<ALLOWANCE-DOMESTIC> 37,555
<ALLOWANCE-FOREIGN> 395
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
