e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission files number 001-13133
BankAtlantic Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Florida
(State or other jurisdiction of
incorporation or organization)
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65-0507804
(I.R.S. Employer
Identification No.) |
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2100 West Cypress Creek Road |
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Fort Lauderdale, Florida
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33309 |
(Address of principal executive offices)
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(Zip Code) |
(954) 940-5000
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2)
has been subject to such filing requirements for the past
90 days. þ YES o NO
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).
þ YES o NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or
a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Small reporting company þ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). o
YES þ NO
Indicate the number of shares outstanding of each of the issuers classes of common stock as of the
latest practicable date.
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Title of Each Class |
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Outstanding at May 11, 2010 |
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Class A Common Stock, par value $0.01 per share |
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49,939,842 |
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Class B Common Stock, par value $0.01 per share |
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975,225 |
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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION UNAUDITED
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March 31, |
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December 31, |
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(In thousands, except share data) |
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2010 |
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2009 |
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ASSETS |
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Cash and due from depository institutions |
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$ |
443,976 |
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234,297 |
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Short-term investments |
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500 |
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500 |
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Securities available for sale, at fair value |
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243,785 |
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320,327 |
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Investment securities, at cost |
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1,500 |
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1,500 |
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Tax certificates, net of allowance of $7,341 and $6,781 |
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88,438 |
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110,991 |
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Federal Home Loan Bank (FHLB) stock,
at cost which approximates fair value |
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48,751 |
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48,751 |
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Loans held for sale |
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5,030 |
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4,547 |
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Loans receivable, net of allowance for loan losses
of $177,597 and $187,218 |
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3,510,511 |
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3,689,779 |
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Accrued interest receivable |
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29,756 |
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32,279 |
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Real estate held for development and sale |
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14,462 |
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13,694 |
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Real estate owned and other repossessed assets |
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51,365 |
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46,477 |
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Investments in unconsolidated companies |
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9,496 |
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12,563 |
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Office properties and equipment, net |
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197,693 |
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201,686 |
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Goodwill |
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13,081 |
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13,081 |
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Other assets |
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89,857 |
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85,145 |
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Total assets |
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$ |
4,748,201 |
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4,815,617 |
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LIABILITIES AND EQUITY |
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Liabilities: |
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Deposits |
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Interest bearing deposits |
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$ |
3,146,456 |
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3,142,100 |
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Non-interest bearing deposits |
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900,984 |
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827,580 |
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Total deposits |
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4,047,440 |
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3,969,680 |
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Advances from FHLB |
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152,008 |
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282,012 |
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Securities sold under agreements to repurchase |
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24,674 |
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24,468 |
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Short-term borrowings |
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2,628 |
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2,803 |
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Subordinated debentures and mortgage-backed bonds |
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22,000 |
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22,697 |
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Junior subordinated debentures |
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311,707 |
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308,334 |
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Other liabilities |
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68,133 |
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64,052 |
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Total liabilities |
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4,628,590 |
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4,674,046 |
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Commitments and contingencies |
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Equity: |
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BankAtlantic
Bancorps stockholders equity |
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Preferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding |
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Class A common stock, $.01 par value, authorized 125,000,000
shares; issued and outstanding 48,245,042 and 48,245,042 shares |
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499 |
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483 |
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Class B common stock, $.01 par value, authorized 9,000,000
shares; issued and outstanding 975,225 and 975,225 shares |
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10 |
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10 |
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Additional paid-in capital |
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297,025 |
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296,438 |
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Accumulated deficit |
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(174,163 |
) |
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(153,434 |
) |
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Total equity before accumulated other comprehensive loss |
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123,371 |
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143,497 |
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Accumulated other comprehensive loss |
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(4,141 |
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(1,926 |
) |
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Total BankAtlantic Bancorp equity |
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119,230 |
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141,571 |
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Noncontrolling interest |
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381 |
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Total equity |
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119,611 |
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141,571 |
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Total liabilities and equity |
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$ |
4,748,201 |
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4,815,617 |
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See Notes to Consolidated Financial Statements -Unaudited
3
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED
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(In thousands, except share and per share data) |
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For the Three Months |
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Ended March 31, |
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2010 |
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2009 |
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Interest income: |
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Interest and fees on loans |
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$ |
41,150 |
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49,678 |
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Interest and dividends on securities |
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3,798 |
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8,738 |
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Interest on tax certificates |
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2,356 |
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4,193 |
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Total interest income |
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47,304 |
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62,609 |
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Interest expense: |
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Interest on deposits |
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7,057 |
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12,987 |
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Interest on advances from FHLB |
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958 |
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7,164 |
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Interest on short term borrowings |
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8 |
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172 |
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Interest on subordinated debentures
and bonds payable |
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3,791 |
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4,538 |
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Total interest expense |
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11,814 |
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24,861 |
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Net interest income |
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35,490 |
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37,748 |
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Provision for loan losses |
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30,755 |
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44,277 |
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Net interest income (loss) after provision for
loan losses |
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4,735 |
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(6,529 |
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Non-interest income: |
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Service charges on deposits |
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15,048 |
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18,685 |
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Other service charges and fees |
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7,378 |
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7,025 |
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Securities activities, net |
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3,138 |
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4,440 |
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Other |
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3,384 |
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2,959 |
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Total non-interest income |
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28,948 |
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33,109 |
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Non-interest expense: |
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Employee compensation and benefits |
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25,378 |
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28,806 |
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Occupancy and equipment |
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13,582 |
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14,911 |
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Advertising and promotion |
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1,944 |
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2,832 |
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Check losses |
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432 |
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844 |
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Professional fees |
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2,887 |
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3,326 |
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Supplies and postage |
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998 |
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1,004 |
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Telecommunication |
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534 |
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698 |
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Cost associated with debt redemption |
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7 |
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591 |
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Provision for tax certificates |
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733 |
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1,486 |
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Restructuring charges, impairments
and exit activities |
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143 |
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1,875 |
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Impairment of goodwill |
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9,124 |
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Other |
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7,476 |
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7,694 |
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Total non-interest expense |
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54,114 |
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73,191 |
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Loss from continuing operations
before income taxes |
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(20,431 |
) |
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(46,611 |
) |
Provision for income taxes |
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90 |
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Loss from continuing operations |
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(20,521 |
) |
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(46,611 |
) |
Discontinued operations |
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4,201 |
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Net loss |
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(20,521 |
) |
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|
(42,410 |
) |
Less: net income attributable to
noncontrolling
interest |
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(208 |
) |
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Net loss attributable to
BankAtlantic Bancorp |
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$ |
(20,729 |
) |
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(42,410 |
) |
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Basic loss per share |
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Continuing operations |
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$ |
(0.42 |
) |
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(3.09 |
) |
Discontinued operations |
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0.28 |
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Basic loss per share |
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$ |
(0.42 |
) |
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(2.81 |
) |
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Diluted loss per share |
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Continuing operations |
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$ |
(0.42 |
) |
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(3.09 |
) |
Discontinued operations |
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0.28 |
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Diluted loss per share |
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$ |
(0.42 |
) |
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(2.81 |
) |
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Basic weighted average number of
common shares outstanding |
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49,220,267 |
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15,089,994 |
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Diluted weighted average number of common
and common equivalent shares outstanding |
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49,220,267 |
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15,089,994 |
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|
|
|
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|
See Notes to Consolidated Financial Statements -Unaudited
4
BankAtlantic Bancorp, Inc.
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2009 and 2010-Unaudited
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Accumulated |
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(Accumulated |
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Other |
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Compre- |
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Additional |
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Deficit) |
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Compre- |
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BankAtlantic |
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Non- |
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hensive |
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Common |
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Paid-in |
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Retained |
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hensive |
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Bancorp |
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Controlling |
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Total |
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(In thousands) |
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Income |
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Stock |
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Capital |
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Earnings |
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Income (loss) |
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Equity |
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Interest |
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Equity |
|
BALANCE, DECEMBER 31, 2008 |
|
$ |
|
|
|
|
113 |
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|
|
218,974 |
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|
|
32,667 |
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|
|
(7,786 |
) |
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|
243,968 |
|
|
|
|
|
|
|
243,968 |
|
Net loss |
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|
(42,410 |
) |
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|
|
|
|
|
|
|
|
|
(42,410 |
) |
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|
|
|
|
|
(42,410 |
) |
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|
|
|
|
|
(42,410 |
) |
Net unrealized gains on securities available for sale |
|
|
5,036 |
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|
|
|
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|
|
|
|
|
|
|
|
5,036 |
|
|
|
5,036 |
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|
|
|
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|
|
5,036 |
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Comprehensive loss |
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$ |
(37,374 |
) |
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Dividends on Class A common stock |
|
|
|
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|
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|
|
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|
|
|
(257 |
) |
|
|
|
|
|
|
(257 |
) |
|
|
|
|
|
|
(257 |
) |
Dividends on Class B common stock |
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|
|
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|
|
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|
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|
(25 |
) |
|
|
|
|
|
|
(25 |
) |
|
|
|
|
|
|
(25 |
) |
Share based compensation expense |
|
|
|
|
|
|
|
|
|
|
703 |
|
|
|
|
|
|
|
|
|
|
|
703 |
|
|
|
|
|
|
|
703 |
|
|
|
|
|
|
|
|
BALANCE, MARCH 31, 2009 |
|
$ |
|
|
|
|
113 |
|
|
|
219,677 |
|
|
|
(10,025 |
) |
|
|
(2,750 |
) |
|
|
207,015 |
|
|
|
|
|
|
|
207,015 |
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2009 |
|
$ |
|
|
|
|
493 |
|
|
|
296,438 |
|
|
|
(153,434 |
) |
|
|
(1,926 |
) |
|
|
141,571 |
|
|
|
|
|
|
|
141,571 |
|
Net loss |
|
|
(20,729 |
) |
|
|
|
|
|
|
|
|
|
|
(20,729 |
) |
|
|
|
|
|
|
(20,729 |
) |
|
|
208 |
|
|
|
(20,521 |
) |
Net unrealized losses on securities available for sale |
|
|
(2,215 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,215 |
) |
|
|
(2,215 |
) |
|
|
|
|
|
|
(2,215 |
) |
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(22,944 |
) |
|
|
|
|
|
|
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|
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|
Cumulative effect of change in accounting principle |
|
|
|
|
|
|
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|
|
|
|
307 |
|
|
|
307 |
|
Non-controlling interest distributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(134 |
) |
|
|
(134 |
) |
Issuance of Class A common stock |
|
|
|
|
|
|
|
|
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
65 |
|
|
|
|
|
|
|
65 |
|
Share based compensation expense |
|
|
|
|
|
|
16 |
|
|
|
522 |
|
|
|
|
|
|
|
|
|
|
|
538 |
|
|
|
|
|
|
|
538 |
|
|
|
|
|
|
|
|
BALANCE, MARCH 31, 2010 |
|
$ |
|
|
|
|
509 |
|
|
|
297,025 |
|
|
|
(174,163 |
) |
|
|
(4,141 |
) |
|
|
119,230 |
|
|
|
381 |
|
|
|
119,611 |
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements -Unaudited
5
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
Net cash provided by operating activities |
|
$ |
17,368 |
|
|
|
5,124 |
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Proceeds from redemption and maturities of investment
securities and tax certificates |
|
|
25,686 |
|
|
|
43,528 |
|
Purchase of investment securities and tax certificates |
|
|
(3,919 |
) |
|
|
(4,531 |
) |
Purchase of securities available for sale |
|
|
(500 |
) |
|
|
|
|
Proceeds from sales of securities available for sale |
|
|
46,907 |
|
|
|
162,170 |
|
Proceeds from maturities of securities available for sale |
|
|
30,938 |
|
|
|
37,561 |
|
Purchases of FHLB stock |
|
|
|
|
|
|
(2,295 |
) |
Redemption of FHLB stock |
|
|
|
|
|
|
8,151 |
|
Investments in unconsolidated companies |
|
|
|
|
|
|
(461 |
) |
Distributions from unconsolidated companies |
|
|
|
|
|
|
85 |
|
Net decrease in loans |
|
|
118,217 |
|
|
|
69,773 |
|
Proceeds from the sales of loans receivable |
|
|
26,421 |
|
|
|
|
|
Improvements to real estate owned |
|
|
(779 |
) |
|
|
|
|
Proceeds from sales of real estate owned |
|
|
3,269 |
|
|
|
602 |
|
Net additions to office properties and equipment |
|
|
(945 |
) |
|
|
(669 |
) |
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
245,295 |
|
|
|
313,914 |
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Net increase in deposits |
|
|
77,760 |
|
|
|
128,618 |
|
Net repayments from FHLB advances |
|
|
(130,000 |
) |
|
|
(150,591 |
) |
Increase (decrease) in short-term borrowings |
|
|
31 |
|
|
|
(185,813 |
) |
Repayment of bonds payable |
|
|
(45 |
) |
|
|
(45 |
) |
Prepayments of bonds payable |
|
|
(661 |
) |
|
|
|
|
Proceeds from issuance of Class A common stock |
|
|
65 |
|
|
|
|
|
Noncontrolling interest distributions |
|
|
(134 |
) |
|
|
|
|
Common stock dividends |
|
|
|
|
|
|
(282 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(52,984 |
) |
|
|
(208,113 |
) |
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
209,679 |
|
|
|
110,925 |
|
Cash and cash equivalents at the beginning of period |
|
|
234,797 |
|
|
|
158,957 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
444,476 |
|
|
|
269,882 |
|
|
|
|
|
|
|
|
(Continued)
See Notes to Consolidated Financial Statements -Unaudited
6
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest on borrowings and deposits |
|
$ |
9,167 |
|
|
|
26,890 |
|
Income taxes paid |
|
|
|
|
|
|
|
|
Supplementary disclosure of non-cash investing and
financing activities: |
|
|
|
|
|
|
|
|
Loans and tax certificates transferred to REO |
|
|
7,503 |
|
|
|
3,388 |
|
Long-lived assets held-for-use transferred to assets
held for sale |
|
|
1,919 |
|
|
|
|
|
Long-lived assets held-for-sale transferred to assets
held for use |
|
|
1,239 |
|
|
|
|
|
The change in assets and liabilities as of January 1, 2010
upon the consolidation of a factoring joint venture: |
|
|
|
|
|
|
|
|
Increase in loans receivable |
|
|
(3,214 |
) |
|
|
|
|
Decrease in investment in unconsolidated subsidiaries |
|
|
3,256 |
|
|
|
|
|
Increase in other assets |
|
|
(367 |
) |
|
|
|
|
Increase in other liabilities |
|
|
18 |
|
|
|
|
|
Increase in noncontrolling interest |
|
|
307 |
|
|
|
|
|
See Notes to Consolidated Financial Statements -Unaudited
7
BankAtlantic Bancorp, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED
1. Presentation of Interim Financial Statements
BankAtlantic Bancorp, Inc. (the Company) is a unitary savings bank holding company organized
under the laws of the State of Florida. The Companys principal asset is its investment in
BankAtlantic and its subsidiaries. The Company has two reportable segments, BankAtlantic and the
Parent Company. On February 28, 2007, the Company completed the sale to Stifel Financial Corp.
(Stifel) of Ryan Beck Holdings, Inc. (Ryan Beck), a subsidiary engaged in retail and
institutional brokerage and investment banking. Under the terms of the Ryan Beck sales agreement,
the Company received additional consideration based on Ryan Beck revenues following the closing of
the sale. Included in the Companys consolidated statement of operations in discontinued
operations for the three months ended March 31, 2009 was $4.2 million of earn-out consideration.
BankAtlantic, a federal savings bank headquartered in Fort Lauderdale, Florida, provides
traditional retail banking services and a wide range of commercial banking products and related
financial services through a broad network of community branches located in Florida.
All significant inter-company balances and transactions have been eliminated in consolidation.
In managements opinion, the accompanying consolidated financial statements contain all
adjustments (consisting only of normal recurring adjustments) as are necessary for a fair statement
of the Companys consolidated financial condition at March 31, 2010 and December 31, 2009, the
consolidated results of operations for the three months ended March 31, 2010 and 2009, and the
consolidated stockholders equity and comprehensive income and cash flows for the three months
ended March 31, 2010 and 2009. The results of operations for the three months ended March 31, 2010
are not necessarily indicative of results of operations that may be expected for the year ended
December 31, 2010. The consolidated financial statements and related notes are presented as
permitted by Form 10-Q and should be read in conjunction with the notes to the consolidated
financial statements appearing in the Companys Annual Report on Form 10-K for the year ended
December 31, 2009.
Certain amounts for prior years have been reclassified to conform to the revised financial
statement presentation for 2010. A joint venture that conducts a factoring business was presented
under the equity method of accounting in our March 31, 2009 financial statements. This joint
venture was consolidated in our March 31, 2010 financial statements upon the implementation of new
accounting guidance effective January 1, 2010 (see note 13).
BankAtlantic Bancorp, Inc.s consolidated financial statements have been prepared on a going
concern basis, which reflects the realization of assets and the repayments of liabilities in the
normal course of business. Both the Parent Company and BankAtlantic actively manage liquidity and
cash flow needs. The Parent Company had cash of $5.1 million as of March 31, 2010, does not have
debt maturing until March 2032 and has the ability to defer interest payments on its junior
subordinated debentures until December 2013; however, based on current interest rates, accrued and
unpaid interest of approximately $72.3 million would be due in December 2013 if interest is
deferred until that date. The Parent Companys operating expenses for the three months ended March
31, 2010 and 2009 were $1.6 million and $1.7 million, respectively, and its non-interest income was
$0.5 million and $0.5 million, respectively. Included in other assets of the Parent Company was a
$5.2 million receivable from the sale of a non-performing loan. The cash was received from the
sale of this loan in April 2010. BankAtlantics liquidity is dependent, in part, on its ability to
maintain or increase deposit levels and the availability of borrowings under its lines of credit
and Treasury and Federal Reserve lending programs. As of March 31, 2010, BankAtlantic had $444
million of cash and approximately $802 million of available unused borrowings, consisting of $644
million of unused FHLB line of credit capacity, $73 million of unpledged securities, and $85
million of available borrowing capacity at the Federal Reserve. However, such available borrowings
are subject to periodic reviews and may be terminated, suspended or reduced at any time.
Additionally, interest rate changes, additional collateral requirements, disruptions in the capital
markets or deterioration in BankAtlantics financial condition may reduce the amounts it is able to
borrow or make terms of the borrowings and deposits less favorable. As a result, there is a risk
that the cost of funds will increase or that the availability of funding sources may decrease.
The substantial uncertainties throughout the Florida and national economies and U.S. banking
industry coupled with current market conditions have adversely affected BankAtlantic Bancorps and
BankAtlantics results. As of March 31, 2010, BankAtlantics capital was in excess of all
regulatory well capitalized levels. However, the Office of Thrift Supervision (OTS), at its
discretion, can at any time require an institution to maintain capital amounts and ratios above the
established well capitalized requirements based on its view of the risk profile of the specific
institution. BankAtlantics
8
BankAtlantic Bancorp, Inc. and Subsidiaries
communications with the OTS include providing information on an ad-hoc, one-time or regular
basis related to areas of regulatory oversight and bank operations. As part of such
communications, BankAtlantic has provided to its regulators forecasts, strategic business plans and
other information relating to anticipated asset balances, asset quality, capital levels, expenses,
anticipated earnings, levels of brokered deposits and liquidity, and has indicated that
BankAtlantic has no plans to pay dividends to the Parent Company. If higher capital requirements
are imposed by its regulators, BankAtlantic could be required to raise additional capital. If
BankAtlantic is required to raise additional capital, there is no assurance that the Parent Company
or BankAtlantic would be successful in raising the additional capital on favorable terms or at all.
Although BankAtlantic Bancorp and BankAtlantic have experienced operating losses since June 2007,
BankAtlantic maintains capital at well capitalized levels and the Parent Company believes that it
maintains sufficient liquidity to fund operations at least through March 31, 2011. However, if
unanticipated market factors emerge and/or the Company is unable to execute its plans or if
BankAtlantic or the Company requires capital and the Company is unable to raise capital, it could
have a material adverse impact on the Companys business, results of operations and financial
condition.
2. Fair Value Measurement
Fair value is defined as the price that would be received on the sale of an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
There are three main valuation techniques to measuring the fair value of assets and liabilities:
the market approach, the income approach and the cost approach. The accounting literature defines
an input fair value hierarchy that has three broad levels and gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest
priority to unobservable inputs (Level 3).
The valuation techniques are summarized below:
The market approach uses prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities.
The income approach uses financial models to convert future amounts to a single present
amount. These valuation techniques include present value and option-pricing models.
The cost approach is based on the amount that currently would be required to replace the
service capacity of an asset. This technique is often referred to as current replacement costs.
The input fair value hierarchy is summarized below:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities that the Company has the ability to access at each reporting date. An active market for
the asset or liability is a market in which transactions for the asset or liability occur with
sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price
in an active market provides the most reliable evidence of fair value and is used to measure fair
value whenever available.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly. If the asset or liability has a
specified (contractual) term, a Level 2 input must be observable for substantially the full term of
the asset or liability. Level 2 inputs include: Quoted prices for similar assets or liabilities in
active markets; quoted prices for identical or similar assets or liabilities in markets that are
not active, that is, markets in which there are few transactions for the asset or liability, the
prices are not current, or price quotations vary substantially either over time or among market
makers (for example, some brokered markets), or in which little information is released publicly
(for example, a principal-to-principal market); inputs other than quoted prices that are observable
for the asset or liability (for example, interest rates and yield curves observable at commonly
quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default
rates).
Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are
only used to measure fair value to the extent that observable inputs are not available, thereby
allowing for situations in which there is little, if any, market activity for the asset or
liability at the measurement date.
9
BankAtlantic Bancorp, Inc. and Subsidiaries
The following table presents major categories of the Companys assets measured at fair value
on a recurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
|
|
|
|
Quoted prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Significant Other |
|
|
Significant |
|
|
|
As of |
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
March 31, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
Description |
|
2010 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
Available for sale
securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
$ |
152,594 |
|
|
|
|
|
|
|
152,594 |
|
|
|
|
|
REMICS (1) |
|
|
89,648 |
|
|
|
|
|
|
|
89,648 |
|
|
|
|
|
Bonds |
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
250 |
|
Equity securities |
|
|
1,293 |
|
|
|
1,293 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
243,785 |
|
|
|
1,293 |
|
|
|
242,242 |
|
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
|
|
|
|
Quoted prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Significant Other |
|
|
Significant |
|
|
|
As of |
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
December 31, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
Description |
|
2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
Available for sale
securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
$ |
211,945 |
|
|
|
|
|
|
|
211,945 |
|
|
|
|
|
REMICS (1) |
|
|
107,347 |
|
|
|
|
|
|
|
107,347 |
|
|
|
|
|
Bonds |
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
250 |
|
Equity securities |
|
|
785 |
|
|
|
785 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
320,327 |
|
|
|
785 |
|
|
|
319,292 |
|
|
|
250 |
|
|
|
|
|
|
|
(1) |
|
Real estate mortgage investment conduits are pass-through entities that hold
residential loans. Investors in these entities are issued ownership interests in the entities in
the form of a bond. The securities were guaranteed by government agencies. |
There were no recurring liabilities measured at fair value in the Companys financial
statements as of March 31, 2010 and December 31, 2009 respectively.
The following table presents major categories of assets measured at fair value on a recurring
basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2010 (in
thousands):
|
|
|
|
|
|
|
Bonds |
|
Beginning Balance |
|
$ |
250 |
|
Total gains and losses
(realized/unrealized) |
|
|
|
|
Included in earnings |
|
|
|
|
Included in other comprehensive
income |
|
|
|
|
Purchases, issuances, and settlements |
|
|
|
|
Transfers in and/or out of Level 3 |
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
250 |
|
|
|
|
|
10
BankAtlantic Bancorp, Inc. and Subsidiaries
The following table presents major categories of assets measured at fair value on a
recurring basis using significant unobservable inputs (Level 3) for the three months ended March
31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Bonds |
|
|
Securities |
|
|
Total |
|
Beginning Balance |
|
$ |
250 |
|
|
|
1,588 |
|
|
|
1,838 |
|
Total gains and losses
(realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
Included in earnings |
|
|
|
|
|
|
(336 |
) |
|
|
(336 |
) |
Included in other comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases, issuances, and settlements |
|
|
|
|
|
|
|
|
|
|
|
|
Transfers in and/or out of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
250 |
|
|
|
1,252 |
|
|
|
1,502 |
|
|
|
|
|
|
|
|
|
|
|
The valuation techniques and the inputs used in our financial statements to measure the
fair value of our recurring financial instruments are described below.
The fair values of mortgage-backed and real estate mortgage conduit securities are estimated
using independent pricing sources and matrix pricing. Matrix pricing uses a market approach
valuation technique and Level 2 valuation inputs as quoted market prices are not available for the
specific securities that the Company owns. The independent pricing sources value these securities
using observable market inputs including: benchmark yields, reported trades, broker/dealer
quotes, issuer spreads and other reference data in the secondary institutional market which is the
principal market for these types of assets. To validate fair values obtained from the pricing
sources, the Company reviews fair value estimates obtained from brokers, investment advisors and
others to determine the reasonableness of the fair values obtained from independent pricing
sources. The Company reviews any price that it determines may not be reasonable and requires the
pricing sources to explain the differences in fair value or reevaluate its fair value.
Bonds and equity securities are generally fair valued using the market approach and quoted
market prices (Level 1) or matrix pricing (Level 2 or Level 3) with inputs obtained from
independent pricing sources to value bonds and equity securities, if available. We also obtain
non-binding broker quotes to validate fair values obtained from matrix pricing. However, for
certain equity and debt securities in which observable market inputs cannot be obtained, we value
these securities either using the income approach and pricing models that we developed or based on
observable market data that we have adjusted based on our judgment of the factors a market
participant would use to value the securities (Level 3).
The following table presents major categories of assets measured at fair value on a
non-recurring basis as of March 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
|
|
|
|
|
|
|
|
Quoted prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Significant |
|
|
Significant |
|
|
Total |
|
|
|
As of |
|
|
for Identical |
|
|
Other Observable |
|
|
Unobservable |
|
|
Impairments |
|
|
|
March 31, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
For the Three |
|
Description |
|
2010 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Months Ended |
|
|
|
|
Loans measured for
impairment using the
fair value of the
collateral |
|
$ |
189,832 |
|
|
|
|
|
|
|
|
|
|
|
189,832 |
|
|
|
21,581 |
|
Impaired real estate
owned |
|
|
665 |
|
|
|
|
|
|
|
|
|
|
|
665 |
|
|
|
143 |
|
|
|
|
Total |
|
$ |
190,497 |
|
|
|
|
|
|
|
|
|
|
|
190,497 |
|
|
|
21,724 |
|
|
|
|
11
BankAtlantic Bancorp, Inc. and Subsidiaries
The following table presents major categories of assets measured at fair value on a
non-recurring basis as of March 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
|
|
|
|
|
|
|
|
Quoted prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Significant |
|
|
Significant |
|
|
Total |
|
|
|
As of |
|
|
for Identical |
|
|
Other Observable |
|
|
Unobservable |
|
|
Impairments |
|
|
|
March 31, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
For the Three |
|
Description |
|
2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Months Ended |
|
|
|
|
Loans measured for
impairment using the
fair value of the collateral |
|
$ |
36,208 |
|
|
|
|
|
|
|
|
|
|
|
36,208 |
|
|
|
9,860 |
|
Impaired real estate owned |
|
|
1,590 |
|
|
|
|
|
|
|
|
|
|
|
1,590 |
|
|
|
211 |
|
Impaired goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,124 |
|
|
|
|
Total |
|
$ |
37,798 |
|
|
|
|
|
|
|
|
|
|
|
37,798 |
|
|
|
19,195 |
|
|
|
|
There were no liabilities measured at fair value on a non-recurring basis in the Companys
financial statements.
Loans Measured For Impairment
Impaired loans are generally valued based on the fair value of the underlying collateral. The
Company primarily uses third party appraisals to assist in measuring non-homogenous impaired loans.
These appraisals generally use the market or income approach valuation technique and use market
observable data to formulate an opinion of the fair value of the loans collateral. However, the
appraiser uses professional judgment in determining the fair value of the collateral or properties,
and we may also adjust these values for changes in market conditions subsequent to the appraisal
date. When current appraisals are not available for certain loans, we use our judgment on market
conditions to adjust the most current appraisal. The sales prices may reflect prices of sales
contracts not closed, and the amount of time required to sell out the real estate project may be
derived from current appraisals of similar projects. As a consequence, the calculation of the fair
value of the collateral uses Level 3 inputs. The Company generally uses third party broker price
opinions or an automated valuation service to measure the fair value of the collateral for impaired
homogenous loans in the establishment of specific reserves or charge-downs when these loans become
120 days delinquent. These third party valuations from real estate professionals use Level 3
inputs in the determination of the fair values.
Impaired Real Estate Owned
Real estate is generally valued with the assistance of third party appraisals or broker price
opinions. These appraisals generally use the market approach valuation technique and use market
observable data to formulate an opinion of the fair value of the properties. However, the
appraiser or brokers use professional judgment in determining the fair value of the properties and
we may also adjust these values for changes in market conditions subsequent to the valuation date
when current appraisals are not available. As a consequence of using broker price opinions and
adjustments to appraisals, the fair values of the properties use Level 3 inputs in the
determination of fair value.
Impaired Goodwill
In determining the fair value of the Companys reporting units in the test of goodwill for
impairment, the Company uses discounted cash flow valuation techniques. This method requires
assumptions for expected cash flows and applicable discount rates. The aggregate fair value of all
reporting units derived from the above valuation methodology is compared to the Companys market
capitalization adjusted for a control premium in order to determine the reasonableness of the
financial model output. A control premium represents the value an investor would pay above
minority interest transaction prices in order to obtain a controlling interest in the respective
company. The Company uses financial projections over a period of time considered necessary to
achieve a steady state of cash flows for each reporting unit. The primary assumptions in the
projections include anticipated growth in loan, tax certificates, securities, interest rates and
revenue. The discount rates are estimated based on the Capital Asset Pricing Model, which considers
the risk-free interest rate, market risk premium, beta, and unsystematic risk and size premium
adjustments specific to a particular reporting unit. The estimated fair value of a reporting unit
is highly sensitive to changes in the discount rate and terminal value assumptions and,
accordingly, minor
12
BankAtlantic Bancorp, Inc. and Subsidiaries
changes in these assumptions could significantly impact the fair value assigned to a reporting
unit. Future potential changes in these assumptions may impact the estimated fair value of a
reporting unit and cause the fair value of the reporting unit to be below its carrying value. As a
result of the significant judgments used in determining the fair value of the reporting units, the
fair values of the reporting units use Level 3 inputs in the determination of fair value.
Goodwill of $13.1 million associated with the Companys capital services reporting unit was
determined not to be impaired and is included on the Companys statement of financial condition as
of March 31, 2010 and December 31, 2009. The capital services goodwill was tested for potential
impairment on September 30, 2009 (our annual testing date). There were no events that occurred
since the annual testing date that the Company believes would more likely than not reduce the
carrying value of our capital services reporting unit below its fair value.
Financial Disclosures about Fair Value of Financial Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
(in thousands) |
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
444,476 |
|
|
|
444,476 |
|
|
|
234,797 |
|
|
|
234,797 |
|
Securities available for sale |
|
|
243,785 |
|
|
|
243,785 |
|
|
|
320,327 |
|
|
|
320,327 |
|
Investment securities |
|
|
1,500 |
|
|
|
1,500 |
|
|
|
1,500 |
|
|
|
1,500 |
|
Tax certificates |
|
|
88,438 |
|
|
|
90,130 |
|
|
|
110,991 |
|
|
|
112,472 |
|
Federal Home Loan Bank stock |
|
|
48,751 |
|
|
|
48,751 |
|
|
|
48,751 |
|
|
|
48,751 |
|
Loans receivable including loans
held for sale, net |
|
|
3,515,541 |
|
|
|
3,234,061 |
|
|
|
3,694,326 |
|
|
|
3,392,681 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
4,047,440 |
|
|
|
4,048,977 |
|
|
|
3,969,680 |
|
|
|
3,971,702 |
|
Short term borrowings |
|
|
27,302 |
|
|
|
27,302 |
|
|
|
27,271 |
|
|
|
27,271 |
|
Advances from FHLB |
|
|
152,008 |
|
|
|
152,009 |
|
|
|
282,012 |
|
|
|
282,912 |
|
Subordinated debentures
and notes payable |
|
|
22,000 |
|
|
|
20,971 |
|
|
|
22,697 |
|
|
|
20,645 |
|
Junior subordinated debentures |
|
|
311,707 |
|
|
|
94,920 |
|
|
|
308,334 |
|
|
|
74,943 |
|
Management has made estimates of fair value that it believes to be reasonable. However,
because there is no active market for many of these financial instruments and management has
derived the fair value of the majority of these financial instruments using the income and market
approach techniques with Level 3 unobservable inputs, there is no assurance that the Company would
receive the estimated value upon sale or disposition of the asset. Management estimates used in
its net present value financial models rely on assumptions and judgments regarding issues where the
outcome is unknown and actual results or values may differ significantly from these estimates. The
Companys 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, and 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 is calculated by using an income approach with Level 3
inputs. The fair value of performing loans is estimated by discounting forecasted cash flows
through the estimated maturity using estimated market discount rates that reflect the interest rate
risk inherent in the loan portfolio. The estimate of average maturity is based on BankAtlantics
historical experience with prepayments for each loan classification, modified as required, by an
estimate of the effect of current economic and lending conditions. Management assigns a credit risk
premium and an illiquidity adjustment to these loans based on risk grades.
The fair value of tax certificates was calculated using the income approach with Level 3
inputs. The fair value is based on discounted expected cash flows using discount rates that take
into account the risk of the cash flows of tax certificates relative to alternative investments.
13
BankAtlantic Bancorp, Inc. and Subsidiaries
We consider the fair value of FHLB stock to be its carrying amount.
As permitted by applicable accounting guidance, 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 shown in the above table equal to book value. The fair value of
certificates of deposit is based on an income approach with Level 3 inputs. The fair value is
calculated by the discounted value of contractual cash flows with the discount rate estimated using
current rates offered by BankAtlantic for similar remaining maturities.
The fair value of short-term borrowings is calculated using the income approach with Level 2
inputs. The Company discounts contractual cash flows based on current interest rates. The
carrying value of these borrowings approximates fair value as maturities are generally less than
thirty days.
The fair value of FHLB advances was calculated using the income approach with Level 2 inputs.
The fair value was based on discounted cash flows using rates offered for debt with comparable
terms to maturity and issuer credit standing.
The fair values of BankAtlantics subordinated debentures was based on discounted values of
contractual cash flows at a market discount rate adjusted for non-performance risk.
The fair value of BankAtlantics mortgage-backed bond as of December 31, 2009 was based on
discounted values of contractual cash flows at a market discount rate. The mortgage-backed bonds
were retired during the three months ended March 31, 2010 resulting in a $7,000 loss.
In determining the fair value of all of the Companys junior subordinated debentures,
the Company used NASDAQ price quotes available with respect to its $63.4 million of publicly
traded trust preferred securities related to its junior subordinated debentures (public
debentures). However, $248.3 million of the outstanding trust preferred securities related to its
junior subordinated debentures are not traded, but are privately held in pools and with no
liquidity or readily determinable source for valuation (private debentures). We have deferred the
payment of interest with respect to all of our junior subordinated debentures as permitted by the
terms of these securities. Based on the deferral status and the lack of liquidity and ability of a
holder to actively sell such private debentures, the fair value of these private debentures may be
subject to a greater discount to par and have a lower fair value than indicated by the public
debenture price quotes. However, due to their private nature and the lack of a trading market,
fair value of the private debentures was not readily determinable at March 31, 2010 and December
31, 2009, and as a practical expedient, management used the NASDAQ price quotes of the public
debentures to value all of the outstanding junior subordinated debentures whether privately held or
public traded.
The carrying amount and fair values of BankAtlantics commitments to extend credit, standby
letters of credit, financial guarantees and forward commitments are not considered significant.
(See Note 11 for the contractual amounts of BankAtlantics financial instrument commitments.)
3. Securities Available for Sale
The following tables summarize securities available for sale (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
Government agency securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
$ |
145,943 |
|
|
|
6,651 |
|
|
|
|
|
|
|
152,594 |
|
Real estate mortgage
investment conduits (1) |
|
|
86,544 |
|
|
|
3,104 |
|
|
|
|
|
|
|
89,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
232,487 |
|
|
|
9,755 |
|
|
|
|
|
|
|
242,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other bonds |
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
250 |
|
Equity securities |
|
|
1,260 |
|
|
|
37 |
|
|
|
4 |
|
|
|
1,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
|
1,510 |
|
|
|
37 |
|
|
|
4 |
|
|
|
1,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
233,997 |
|
|
|
9,792 |
|
|
|
4 |
|
|
|
243,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
BankAtlantic Bancorp, Inc. and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
Government agency securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
$ |
202,985 |
|
|
|
8,961 |
|
|
|
1 |
|
|
|
211,945 |
|
Real estate mortgage
investment conduits (1) |
|
|
104,329 |
|
|
|
3,037 |
|
|
|
19 |
|
|
|
107,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
307,314 |
|
|
|
11,998 |
|
|
|
20 |
|
|
|
319,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other bonds |
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
250 |
|
Equity securities |
|
|
760 |
|
|
|
31 |
|
|
|
6 |
|
|
|
785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
|
1,010 |
|
|
|
31 |
|
|
|
6 |
|
|
|
1,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
308,324 |
|
|
|
12,029 |
|
|
|
26 |
|
|
|
320,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Real estate mortgage investment conduits are pass-through entities that hold
residential loans. Investors in these entities are issued ownership interests in the entities
in the form of a bond. The securities were guaranteed by government agencies. |
The following table shows the gross unrealized losses and fair value of the Companys
securities available for sale with unrealized losses that are deemed temporary, aggregated by
investment category and length of time that individual securities have been in a continuous
unrealized loss position, at March 31, 2010 and December 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010 |
|
|
|
Less Than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
Equity securities available for sale |
|
$ |
|
|
|
|
|
|
|
|
6 |
|
|
|
(4 |
) |
|
|
6 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009 |
|
|
|
Less Than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
Mortgage-backed securities |
|
$ |
|
|
|
|
|
|
|
|
159 |
|
|
|
(1 |
) |
|
|
159 |
|
|
|
(1 |
) |
Real estate mortgage
investment conduits |
|
|
|
|
|
|
|
|
|
|
21,934 |
|
|
|
(19 |
) |
|
|
21,934 |
|
|
|
(19 |
) |
Equity securities |
|
|
4 |
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale
securities: |
|
$ |
4 |
|
|
|
(6 |
) |
|
|
22,093 |
|
|
|
(20 |
) |
|
|
22,097 |
|
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on debt securities outstanding greater than twelve months at December 31,
2009 were caused primarily by interest rate changes. These securities are guaranteed by government
sponsored enterprises. These securities are of high credit quality, and management believes that
these securities may recover their losses in the foreseeable future. Further, management does not
currently intend to sell these debt securities and believes it will not be required to sell these
debt securities before the price recovers. Accordingly, the Company does not consider these
investments other-than-temporarily impaired at March 31, 2010.
The unrealized loss on the equity securities is insignificant. Accordingly, the Company does
not consider these investments other-than-temporarily impaired at March 31, 2010.
15
BankAtlantic Bancorp, Inc. and Subsidiaries
The scheduled maturities of debt securities available for sale were (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Debt Securities |
|
|
|
Available for Sale |
|
|
|
|
|
|
|
Estimated |
|
|
|
Amortized |
|
|
Fair |
|
March 31, 2010 (1) (2) |
|
Cost |
|
|
Value |
|
Due within one year |
|
$ |
251 |
|
|
|
251 |
|
Due after one year, but within five years |
|
|
42 |
|
|
|
43 |
|
Due after five years, but within ten years |
|
|
29,787 |
|
|
|
30,732 |
|
Due after ten years |
|
|
202,657 |
|
|
|
211,466 |
|
|
|
|
|
|
|
|
Total |
|
$ |
232,737 |
|
|
|
242,492 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Scheduled maturities in the above table may vary significantly
from actual maturities due to prepayments. |
|
(2) |
|
Scheduled maturities are based upon contractual
maturities. |
Included in securities activities, net were (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
Gross gains on securities sales |
|
$ |
3,138 |
|
|
|
4,440 |
|
|
|
|
|
|
|
|
Gross losses on securities sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceed from sales of securities |
|
|
46,907 |
|
|
|
162,170 |
|
|
|
|
|
|
|
|
4. Discontinued Operations
On February 28, 2007, the Company sold Ryan Beck to Stifel. The Stifel sales agreement
provided for contingent earn-out payments, payable in cash or shares of Stifel common stock, at
Stifels election, based on certain defined Ryan Beck revenues during the two-year period
immediately following the Ryan Beck sale, which ended on February 28, 2009. The contingent
earn-out payments were accounted for when earned as additional proceeds from the sale of Ryan Beck
common stock. The Company received additional earn-out consideration of $4.2 million during the
three months ended March 31, 2009.
16
BankAtlantic Bancorp, Inc. and Subsidiaries
5. Restructuring Charges and Exit Activities
The following provides information regarding liabilities associated with restructuring charges
and exit activities (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee |
|
|
|
|
|
|
Termination |
|
|
|
|
|
|
Benefits |
|
Contract |
|
Total |
|
|
Liability |
|
Liability |
|
Liability |
|
|
|
Balance at January 1, 2009 |
|
$ |
171 |
|
|
|
1,462 |
|
|
|
1,633 |
|
Expenses incurred |
|
|
1,875 |
|
|
|
|
|
|
|
1,875 |
|
Amounts paid or amortized |
|
|
(138 |
) |
|
|
(30 |
) |
|
|
(168 |
) |
|
|
|
Balance at March 31, 2009 |
|
$ |
1,908 |
|
|
|
1,432 |
|
|
|
3,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee |
|
|
|
|
|
|
Termination |
|
|
|
|
|
|
Benefits |
|
Contract |
|
Total |
|
|
Liability |
|
Liability |
|
Liability |
|
|
|
Balance at January 1, 2010 |
|
$ |
10 |
|
|
|
3,681 |
|
|
|
3,691 |
|
Expenses incurred |
|
|
|
|
|
|
|
|
|
|
|
|
Amounts paid or amortized |
|
|
(10 |
) |
|
|
(165 |
) |
|
|
(175 |
) |
|
|
|
Balance at March 31, 2010 |
|
$ |
|
|
|
|
3,516 |
|
|
|
3,516 |
|
|
|
|
In March 2009, the Company completed a reduction of its workforce by approximately 130
associates, or 7%, involving back-office functions as well as our community banking and commercial
lending business units. The Company incurred $1.9 million of employee termination costs which were
included in the Companys statement of operations for the three months ended March 31, 2009. There
was no workforce reduction during the three months ended March 31, 2010.
Beginning in December 2007, BankAtlantic terminated leases or sought to sublease properties
that it had previously leased for future branch expansion program. These operating leases were
fair valued and are amortized to rent expense until the leases are terminated or subleased.
BankAtlantic is actively seeking tenants for potential sub-leases or unrelated third parties to
assume the lease obligations.
During the three months ended March 31, 2010, BankAtlantic transferred a recently constructed
$1.9 million branch facility to assets held for sale based on its decision to seek a buyer for the
asset. BankAtlantic also transferred $1.3 million of land from assets held for sale to property
held for use as BankAtlantic suspended efforts to seek a buyer due to adverse real estate market
conditions in the area where the land was located.
17
BankAtlantic Bancorp, Inc. and Subsidiaries
6. Loans Receivable
The loan portfolio consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Real estate loans: |
|
|
|
|
|
|
|
|
Residential |
|
$ |
1,470,555 |
|
|
$ |
1,549,791 |
|
Builder land loans |
|
|
30,279 |
|
|
|
57,807 |
|
Land acquisition and development |
|
|
151,150 |
|
|
|
182,235 |
|
Land acquisition, development and
construction |
|
|
20,195 |
|
|
|
26,184 |
|
Construction and development |
|
|
197,373 |
|
|
|
211,809 |
|
Commercial |
|
|
696,188 |
|
|
|
688,386 |
|
Consumer home equity |
|
|
653,809 |
|
|
|
669,690 |
|
Small business |
|
|
211,523 |
|
|
|
213,591 |
|
Other loans: |
|
|
|
|
|
|
|
|
Commercial business |
|
|
137,764 |
|
|
|
155,226 |
|
Small business non-mortgage |
|
|
97,371 |
|
|
|
99,113 |
|
Consumer loans |
|
|
15,907 |
|
|
|
15,935 |
|
Deposit overdrafts |
|
|
3,420 |
|
|
|
4,816 |
|
|
|
|
|
|
|
|
Total gross loans |
|
|
3,685,534 |
|
|
|
3,874,583 |
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
Premiums, discounts and net deferred fees |
|
|
2,574 |
|
|
|
2,414 |
|
Allowance for loan losses |
|
|
(177,597 |
) |
|
|
(187,218 |
) |
|
|
|
|
|
|
|
Loans receivable net |
|
$ |
3,510,511 |
|
|
$ |
3,689,779 |
|
|
|
|
|
|
|
|
Loans held for sale |
|
$ |
5,030 |
|
|
$ |
4,547 |
|
|
|
|
|
|
|
|
Loans held for sale at March 31, 2010 and December 31, 2009 are loans originated through the
assistance of an independent mortgage company. The mortgage company provides processing and
closing assistance to BankAtlantic. Pursuant to an agreement, the mortgage company purchases the
loans from BankAtlantic within a defined period of time after the date of funding. BankAtlantic
earns the interest income during the period that BankAtlantic owns the loan. Gains from the sale
of loans held for sale were $54,000 and $112,000 for the three months ended March 31, 2010 and
2009, respectively.
The
Company sold builder land bank loans and land acquisition and development loans for net proceeds of $26.4 million
resulting in charge-offs of $19.6 million. The Company had established $17.7 million of specific valuation allowances on these loans as of December 31, 2009.
Undisbursed loans in process consisted of the following components (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Construction and development |
|
$ |
41,838 |
|
|
|
43,432 |
|
Commercial |
|
|
36,583 |
|
|
|
25,696 |
|
|
|
|
|
|
|
|
Total undisbursed loans in process |
|
$ |
78,421 |
|
|
|
69,128 |
|
|
|
|
|
|
|
|
18
BankAtlantic Bancorp, Inc. and Subsidiaries
Allowance for Loan Losses (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Balance, beginning of period |
|
$ |
187,218 |
|
|
|
137,257 |
|
Loans charged-off |
|
|
(41,423 |
) |
|
|
(23,929 |
) |
Recoveries of loans previously
charged-off |
|
|
1,047 |
|
|
|
792 |
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
(40,376 |
) |
|
|
(23,137 |
) |
Provision for loan losses |
|
|
30,755 |
|
|
|
44,277 |
|
Balance, end of period |
|
$ |
177,597 |
|
|
|
158,397 |
|
|
|
|
|
|
|
|
The following summarizes impaired loans (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
December 31, 2009 |
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
Recorded |
|
Specific |
|
Recorded |
|
Specific |
|
|
Investment |
|
Allowances |
|
Investment |
|
Allowances |
|
|
|
|
|
Impaired loans with specific
valuation allowances |
|
$ |
280,556 |
|
|
|
73,179 |
|
|
|
249,477 |
|
|
|
70,485 |
|
Impaired loans without
specific
valuation allowances |
|
|
183,038 |
|
|
|
|
|
|
|
196,018 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
463,594 |
|
|
|
73,179 |
|
|
|
445,495 |
|
|
|
70,485 |
|
|
|
|
|
|
Impaired loans without specific valuation allowances represent loans that were written-down to
the fair value of the collateral less cost to sell, loans in which the collateral value less cost
to sell was greater than the carrying value of the loan, loans in which the present value of the
cash flows discounted at the loans effective interest rate was equal to or greater than the
carrying value of the loan, or large groups of smaller-balance homogeneous loans that are
collectively measured for impairment.
The Company continuously monitors collateral dependent loans and performs an impairment
analysis on these loans quarterly. Generally, a full appraisal is obtained when a real estate loan
becomes impaired and an updated full appraisal is obtained within one year from the prior appraisal
date, or earlier if management deems it appropriate based on significant changes in market
conditions. In instances where a property is in the process of foreclosure, an updated appraisal
may be postponed beyond one year, as an appraisal is required on the date of foreclosure; however,
such loans are subject to quarterly impairment analyses. Included in total impaired loans as of
March 31, 2010 was $215.3 million of collateral dependent loans, of which $155.6 million were
measured for impairment using current appraisals and $59.7 million were measured by adjusting
appraisals, as appropriate, to reflect changes in market conditions subsequent to the appraisal
date. Appraised values were adjusted down by an aggregate amount of $5.7 million to reflect
current market conditions on 17 loans due to property value declines since the last appraisal
dates.
As of March 31, 2010, impaired loans with specific valuation allowances had been previously
written down by $57.5 million and impaired loans without specific valuation allowances had been
previously written down by $75.4 million. BankAtlantic had commitments to lend $3.8 million of
additional funds on impaired loans as of March 31, 2010.
19
BankAtlantic Bancorp, Inc. and Subsidiaries
Interest income which would have been recorded under the contractual terms of impaired
loans and the interest income actually recognized were (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
Contracted interest income |
|
$ |
5,677 |
|
|
|
5,097 |
|
Interest income recognized |
|
|
(244 |
) |
|
|
(694 |
) |
|
|
|
|
|
|
|
Foregone interest income |
|
$ |
5,433 |
|
|
|
4,403 |
|
|
|
|
|
|
|
|
7. Goodwill
The Company tests goodwill for potential impairment annually or during interim periods if
impairment indicators exist. In response to the deteriorating economic and real estate
environments and the effects that the external environment had on BankAtlantics business units,
BankAtlantic has reduced its asset balances with a view toward strengthening its regulatory
capital ratios and revised its projected operating results to reflect a smaller organization.
Based on the results of an interim goodwill impairment evaluation undertaken during the first
quarter of 2009, the Company recorded an impairment charge of $9.1 million during the three months
ended March 31, 2009. No such impairments were recorded during the three months ended March 31,
2010.
8. Related Parties
The Company, Woodbridge Holdings LLC (Woodbridge, the successor by merger to Woodbridge
Holdings Corporation which was formerly Levitt Corporation) and Bluegreen Corp. (Bluegreen) may
be deemed to be under common control. The controlling shareholder of the Company, Woodbridge and
Bluegreen is BFC Financial Corporation (BFC). Shares of BFCs capital stock representing a
majority of the voting power are owned or controlled by the Companys Chairman and Vice Chairman,
both of whom are also directors of the Company, executive officers and directors of BFC and
directors of Bluegreen. The Company, BFC and Bluegreen share certain office premises and employee
services, pursuant to the agreements described below.
In March 2008, BankAtlantic entered into an agreement with Woodbridge to provide information
technology support in exchange for monthly payments by Woodbridge to BankAtlantic. In May 2008,
BankAtlantic also entered into a lease agreement with BFC under which BFC will pay BankAtlantic
monthly rent for office space in BankAtlantics corporate headquarters.
The Company maintains service agreements with BFC, pursuant to which BFC provides human
resources, risk management, investor relations and other support services to the Company. BFC is
compensated for these services based on its cost.
The table below shows the effect of service arrangements with related parties on the Companys
consolidated statement of operations for the three months ended March 31, 2010 and 2009 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Non-interest income: |
|
|
|
|
|
|
|
|
Other office facilities |
|
$ |
141 |
|
|
|
123 |
|
Non-interest expense: |
|
|
|
|
|
|
|
|
Employee compensation
and benefits |
|
|
(21 |
) |
|
|
(29 |
) |
Other back-office support |
|
|
(492 |
) |
|
|
(441 |
) |
|
|
|
|
|
|
|
Net effect of affiliate
transactions
before income taxes |
|
$ |
(372 |
) |
|
|
(347 |
) |
|
|
|
|
|
|
|
The Company in prior periods issued options to purchase shares of the Companys Class A
common stock to employees of Woodbridge prior to the spin-off of Woodbridge to the Companys
shareholders. Additionally, certain employees of the Company have transferred to affiliate
companies and the Company has elected, in accordance with the
20
BankAtlantic Bancorp, Inc. and Subsidiaries
terms of the Companys stock option
plans, not to cancel the stock options held by those former employees. The Company accounts for
these options to former employees as employee stock options because these individuals were
employees of the Company on the grant date.
Outstanding options held by former employees consisted of the following as of March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
Weighted |
|
|
Common |
|
Average |
|
|
Stock |
|
Price |
Options outstanding |
|
|
45,476 |
|
|
$ |
53.57 |
|
Options non-vested |
|
|
6,181 |
|
|
$ |
95.10 |
|
During the year ended December 31, 2007, the Company issued to BFC employees that perform
services for the Company, options to acquire 9,800 shares of the Companys Class A common stock at
an exercise price of $46.90. These options vest in five years and expire ten years from the grant
date. The Company recognizes service provider expense on options over the vesting period measured
based on the option fair value at each reporting period. The Company recorded $12,000 of service
provider expenses relating to these options for the three months ended March 31, 2010 and 2009,
respectively.
BankAtlantic, as the seller of securities, entered into securities sold under agreements to
repurchase transactions with Woodbridge and BFC in the aggregate of $7.4 million as of March 31,
2009. The Company recognized $19,000 of interest expense in connection with the above repurchase
transactions for the three months ended March 31, 2009. These transactions have the same general
terms as BankAtlantics repurchase agreements with unaffiliated third parties. There were no
securities sold under agreements to repurchase transactions as of March 31, 2010.
Additionally, BFC and its subsidiaries had deposits at BankAtlantic totaling $4.8 million as
of March 31, 2010. The Company recognized $1,000 of interest expense in connection with these
deposits. The deposits were on the same general terms as offered to unaffiliated third parties.
As of December 31, 2009, BFC had $7.7 million deposited through the Certificate of Deposit
Account Registry Service (CDARS) program at BankAtlantic. The CDARS program facilitates the
placement of funds into certificates of deposit issued by other financial institutions in
increments less than the standard FDIC insurance maximum to insure that both principal and interest
are eligible for full FDIC insurance coverage. BankAtlantic received $28.4 million of deposits from
other participating CDARS financial institutions customers in connection with this program, and
these amounts are included as brokered deposits in the Companys statement of financial condition.
BFC and its subsidiaries did not have funds deposited through the CDARS program as of March 31,
2010.
9. Share-based Compensation
In February 2010, the Board of Directors granted to employees 1,600,000 of restricted stock
awards (RSA) under the BankAtlantic Bancorp, Inc. 2005 Restricted Stock and Option Plan. The
Board of Directors also granted 75,000 shares of RSAs to employees of BFC Financial Corporation
that perform services for the Company. The RSAs vest pro-rata over four years and had a fair value
of $1.24 per share at the grant date.
The following is a summary of the Companys non-vested restricted Class A common share
activity:
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
Weighted |
|
|
|
Non-vested |
|
|
Average |
|
|
|
Restricted |
|
|
Grant date |
|
|
|
Stock |
|
|
Fair Value |
|
Outstanding at December 31, 2009 |
|
|
19,800 |
|
|
$ |
42.11 |
|
Vested |
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
Granted |
|
|
1,675,000 |
|
|
|
1.24 |
|
|
|
|
|
|
|
|
Outstanding at March 31, 2010 |
|
|
1,694,800 |
|
|
$ |
1.72 |
|
|
|
|
|
|
|
|
21
BankAtlantic Bancorp, Inc. and Subsidiaries
10. Segment Reporting
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, types of customers, distribution systems and regulatory environments. The information
provided for Segment Reporting is based on internal reports utilized by management. Results of
operations are reported through two reportable segments: BankAtlantic and the Parent Company.
BankAtlantic activities consist of the banking operations of BankAtlantic and the Parent Company
activities consist of equity and debt financings, capital management and acquisition related
expenses and management of a portfolio of non-performing assets.
The following summarizes the aggregation of the Companys operating segments into reportable
segments:
|
|
|
Reportable Segment |
|
Operating Segments Aggregated |
BankAtlantic
|
|
Banking operations |
Parent Company
|
|
BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities |
The accounting policies of the segments are generally the same as those described in the
summary of significant accounting policies in the Companys Annual Report on Form 10-K for the year
ended December 31, 2009. Intersegment transactions are eliminated in consolidation.
The Company evaluates segment performance based on segment net income from continuing
operations after tax. The table below is segment information for segment net income from
continuing operations for the three months ended March 31, 2010 and 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusting and |
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
Elimination |
|
|
Segment |
|
|
|
BankAtlantic |
|
|
Company |
|
|
Entries |
|
|
Total |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
47,231 |
|
|
|
78 |
|
|
|
(5 |
) |
|
|
47,304 |
|
Interest expense |
|
|
(8,256 |
) |
|
|
(3,563 |
) |
|
|
5 |
|
|
|
(11,814 |
) |
(Provision)/reversal of
provision for loan loss |
|
|
(32,034 |
) |
|
|
1,279 |
|
|
|
|
|
|
|
(30,755 |
) |
Non-interest income |
|
|
28,741 |
|
|
|
458 |
|
|
|
(251 |
) |
|
|
28,948 |
|
Non-interest expense |
|
|
(52,721 |
) |
|
|
(1,644 |
) |
|
|
251 |
|
|
|
(54,114 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment loss before
income taxes |
|
|
(17,039 |
) |
|
|
(3,392 |
) |
|
|
|
|
|
|
(20,431 |
) |
Provision for income
taxes |
|
|
(90 |
) |
|
|
|
|
|
|
|
|
|
|
(90 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net loss |
|
$ |
(17,129 |
) |
|
|
(3,392 |
) |
|
|
|
|
|
|
(20,521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4,688,001 |
|
|
|
432,225 |
|
|
|
(372,025 |
) |
|
|
4,748,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
62,409 |
|
|
|
209 |
|
|
|
(9 |
) |
|
|
62,609 |
|
Interest expense |
|
|
(20,640 |
) |
|
|
(4,230 |
) |
|
|
9 |
|
|
|
(24,861 |
) |
(Provision) for loan
losses |
|
|
(43,520 |
) |
|
|
(757 |
) |
|
|
|
|
|
|
(44,277 |
) |
Non-interest income |
|
|
32,865 |
|
|
|
460 |
|
|
|
(216 |
) |
|
|
33,109 |
|
Non-interest expense |
|
|
(71,703 |
) |
|
|
(1,704 |
) |
|
|
216 |
|
|
|
(73,191 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment loss before
income taxes |
|
|
(40,589 |
) |
|
|
(6,022 |
) |
|
|
|
|
|
|
(46,611 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net loss |
|
$ |
(40,589 |
) |
|
|
(6,022 |
) |
|
|
|
|
|
|
(46,611 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,488,603 |
|
|
|
506,711 |
|
|
|
(424,554 |
) |
|
|
5,570,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
BankAtlantic Bancorp, Inc. and Subsidiaries
11. Financial Instruments with Off-balance Sheet Risk
Financial instruments with off-balance sheet risk were (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
|
2010 |
|
2009 |
Commitments to sell fixed rate residential loans |
|
$ |
19,956 |
|
|
|
23,255 |
|
Commitments to originate loans held for sale |
|
|
14,926 |
|
|
|
18,708 |
|
Commitments to originate loans held to maturity |
|
|
13,871 |
|
|
|
43,842 |
|
Commitments to extend credit, including the
undisbursed
portion of loans in process |
|
|
403,163 |
|
|
|
396,627 |
|
Standby letters of credit |
|
|
16,658 |
|
|
|
13,573 |
|
Commercial lines of credit |
|
|
92,579 |
|
|
|
74,841 |
|
Standby letters of credit are conditional commitments issued by BankAtlantic to guarantee the
performance of a customer to a third party. BankAtlantics standby letters of credit are generally
issued to customers in the construction industry guaranteeing project performance. These types of
standby letters of credit had a maximum exposure of $14.4 million at March 31, 2010. BankAtlantic
also issues standby letters of credit to commercial lending customers guaranteeing the payment of
goods and services. These types of standby letters of credit had a maximum exposure of $2.3 million
at March 31, 2010. These guarantees are primarily issued to support public and private borrowing
arrangements and have maturities of one year or less. 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. Included in other liabilities at March 31, 2010 and December 31, 2009 was
$8,000 and $5,000, respectively, of unearned guarantee fees. There were no obligations associated
with these guarantees recorded in the financial statements.
Concentration of Credit Risk
BankAtlantic purchases residential loans located throughout the country. The majority of
these residential loans are jumbo residential loans. A jumbo loan has a principal amount above the
industry-standard definition of conventional conforming loan limits. These loans could potentially
have outstanding loan balances significantly higher than related collateral values in distressed
areas of the country as a result of the decline in real estate values in residential housing
markets. Also included in this purchased residential loan portfolio are interest-only loans. The
structure of these loans results in possible increases in a borrowers loan payments when the
contractually required repayments change due to interest rate movement and the required
amortization of the principal amount. These payment increases could affect a borrowers ability to
meet the debt service on or repay the loan and lead to increased defaults and losses. At March 31,
2010, BankAtlantics residential loan portfolio included $704.6 million of interest-only loans,
which represents 50.4% of the residential loan portfolio, with 28.1% of the aggregate principal
amount of these interest-only loans secured by collateral located in California.
BankAtlantic has a high concentration of its consumer home equity and commercial loans in the
State of Florida. Real estate values and general economic conditions have significantly
deteriorated since the origination dates of the loans. If market conditions in Florida do not
improve or deteriorate further, BankAtlantic may be exposed to significant credit losses in these
loan portfolios.
23
BankAtlantic Bancorp, Inc. and Subsidiaries
12. Earnings per Share
The following table reconciles the numerators and denominators of the basic and diluted
earnings per share computation for the three months ended March 31, 2010 and 2009 (in thousands,
except share data):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Amounts attributable to BankAtlantic
Bancorp |
|
|
|
|
|
|
|
|
Basic loss per share: |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
$ |
(20,729 |
) |
|
|
(46,611 |
) |
Discontinued operations |
|
|
|
|
|
|
4,201 |
|
|
|
|
|
|
|
|
Net (loss) |
|
$ |
(20,729 |
) |
|
|
(42,410 |
) |
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Basic weighted average number of
common shares outstanding |
|
|
49,220,267 |
|
|
|
15,089,994 |
|
|
|
|
|
|
|
|
Basic loss per share from: |
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.42 |
) |
|
|
(3.09 |
) |
Discontinued operations |
|
|
|
|
|
|
0.28 |
|
|
|
|
|
|
|
|
Basic loss per share |
|
$ |
(0.42 |
) |
|
|
(2.81 |
) |
|
|
|
|
|
|
|
Diluted loss per share |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
$ |
(20,729 |
) |
|
|
(46,611 |
) |
Discontinued operations |
|
|
|
|
|
|
4,201 |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(20,729 |
) |
|
|
(42,410 |
) |
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Basic weighted average number of
common shares outstanding |
|
|
49,220,267 |
|
|
|
15,089,994 |
|
|
|
|
|
|
|
|
Diluted weighted average shares
outstanding |
|
|
49,220,267 |
|
|
|
15,089,994 |
|
|
|
|
|
|
|
|
Diluted loss per share from: |
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.42 |
) |
|
|
(3.09 |
) |
Discontinued operations |
|
|
|
|
|
|
0.28 |
|
|
|
|
|
|
|
|
Diluted loss per share |
|
$ |
(0.42 |
) |
|
|
(2.81 |
) |
|
|
|
|
|
|
|
Cash dividends per share: |
|
|
|
|
|
|
|
|
Class A share |
|
$ |
|
|
|
|
0.025 |
|
|
|
|
|
|
|
|
Class B share |
|
$ |
|
|
|
|
0.025 |
|
|
|
|
|
|
|
|
During the three months ended March 31, 2010 and 2009, 768,632 and 839,349, respectively, of
options to acquire shares of Class A common stock were anti-dilutive. During the three months
ended March 31, 2010 1,675,000 shares of restricted Class A common stock awards were anti-dilutive.
13. New Accounting Pronouncements
On January 1, 2010, the Company adopted new accounting guidance for the consolidation of
variable interest entities. The quantitative-based risks and rewards calculation for determining
which enterprise is the primary beneficiary of a variable interest entity was replaced with an
approach focused on identifying which enterprise has the power to direct the activities of a
variable interest entity and the obligation to absorb losses of the entity or the right to receive
benefits from the
entity. The implementation of this new guidance resulted in the Company consolidating its factoring
joint venture, BankAtlantic Business Capital, LLC (BBC). The Company has restricted the funding
to BBC for receivable factoring to a
24
BankAtlantic Bancorp, Inc. and Subsidiaries
maximum of $5 million. The implementation of this new guidance as of January 1, 2010 did not
have a material effect on the Companys financial statements.
On January 1, 2010, the Company implemented the new accounting guidance for transfers of
financial assets. The new guidance expands the disclosure required to be provided in financial
reports regarding a transfer of financial assets; the effects of a transfer on its statement of
financial condition, financial performance and cash flows; and any continuing interest in
transferred financial assets. In addition, the guidance amended various concepts associated with
the accounting for transfers and servicing of financial assets and extinguishments of liabilities
including removing the concept of qualified special purpose entities. This new guidance was applied
to transfers of financial assets after January 1, 2010. The Company did not have any interests in
qualified special purpose entities and the implementation of this statement did not have a material
effect on the Companys financial statements.
For the period ended March 31, 2010, new accounting guidance was implemented requiring the
following additional disclosure regarding fair value measurements: (1) transfers in and out of
Level 1 and 2 measurements and the reasons for the transfers, and (2) a presentation of gross
activity within the Level 3 roll forward. The guidance also includes clarifications to existing
disclosure requirements on the level of disaggregation and disclosures regarding inputs and
valuation techniques. The guidance applies to all disclosures about recurring and nonrecurring fair
value measurements. The effective date of the guidance is the first interim or annual reporting
period beginning after December 15, 2009, except for the gross presentation of the Level 3 roll
forward information, which is required for annual reporting periods beginning after December 15,
2010 and for interim reporting periods within those years. The additional disclosures made in
accordance with this new guidance did not have a material effect on the Companys financial
statements.
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The objective of the following discussion is to provide an understanding of the financial
condition and results of operations of BankAtlantic Bancorp, Inc. and its subsidiaries (the
Company, which may also be referred to as we, us, or our) for the three months ended March
31, 2010 and 2009. The principal assets of the Company consist of its ownership in BankAtlantic, a
federal savings bank headquartered in Fort Lauderdale, Florida, and its subsidiaries
(BankAtlantic).
Except for historical information contained herein, the matters discussed in this document
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. 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 the Company and are subject to a number of risks and uncertainties
that are subject to change based on factors which are, in many instances, beyond the Companys
control. These include, but are not limited to, risks and uncertainties associated with: the
impact of economic, competitive and other factors affecting the Company and its operations,
markets, products and services, including the impact of the changing regulatory environment, a
continued or deepening recession, decreases in real estate values, and increased unemployment on
our business generally, our regulatory capital ratios, the ability of our borrowers to service
their obligations and of our customers to maintain account balances and the value of collateral
securing our loans; credit risks and loan losses, and the related sufficiency of the allowance for
loan losses, including the impact on the credit quality of our loans (including those held in the
asset workout subsidiary of the Company) of a sustained downturn in the economy and in the real
estate market and other changes in the real estate markets in our trade area, and where our
collateral is located; the quality of our real estate based loans including our residential land
acquisition and development loans (including Builder land bank loans, Land acquisition and
development loans and Land acquisition, development and construction loans) as well as Commercial
land loans, other Commercial real estate loans, Residential loans and Consumer loans, and
conditions specifically in those market sectors; the quality of our Commercial business loans and
conditions specifically in that market sector; the risks of additional charge-offs, impairments and
required increases in our allowance for loan losses; changes in interest rates and the effects of,
and changes in, trade, monetary and fiscal policies and laws including their impact on the banks
net interest margin; adverse conditions in the stock market, the public debt market and other
financial and credit markets and the impact of such conditions on our activities, the value of our
assets and on the ability of our borrowers to service their debt obligations and maintain account
balances; BankAtlantics initiatives not resulting in continued growth of core deposits or
increasing average balances of new deposit
accounts or producing results which do not justify the costs; the success of our expense
reduction initiatives and the ability to achieve additional cost savings; and the impact of
periodic valuation testing of goodwill, deferred tax assets and other assets. Past performance,
actual or estimated new account openings and deposit balance growth may not be indicative of future
results. Forward-looking statements in this document relating to the Companys cash offers to
purchase the outstanding TruPS are subject to the risk that a sufficient number of consents are not
received from the requisite holders, that
25
BankAtlantic Bancorp, Inc. and Subsidiaries
Trustees do not act on the consents or accept the Offers in which they are involved, and that
we are not able to obtain financing upon acceptable terms, in amounts sufficient to complete the
offers, if at all. In addition to the risks and factors identified above, reference is also made
to other risks and factors detailed in reports filed by the Company with the Securities and
Exchange Commission, including the Companys Annual Report on Form 10-K for the year ended December
31, 2009. The Company cautions that the foregoing factors are not exclusive.
Critical Accounting Policies
Management views critical accounting policies as accounting policies that are important to
the understanding of our financial statements and also involve estimates and judgments about
inherently uncertain matters. In preparing the financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the consolidated statements of
financial condition and assumptions that affect the recognition of income and expenses on the
consolidated statements of operations for the periods presented. Actual results could differ
significantly from those estimates. Material estimates that are particularly susceptible to
significant change in subsequent periods relate to the determination of the allowance for loan
losses, evaluation of goodwill and other intangible assets for impairment, the valuation of
securities as well as the determination of other-than-temporary declines in value, the valuation
of real estate acquired in connection with foreclosure or in satisfaction of loans, the amount of
the deferred tax asset valuation allowance, accounting for uncertain tax positions, accounting for
contingencies, and assumptions used in the valuation of stock based compensation. The four
accounting policies that we have identified as critical accounting policies are: (i) allowance for
loan losses; (ii) valuation of securities as well as the determination of other-than-temporary
declines in value; (iii) impairment of goodwill and other long-lived assets; and (iv) the
accounting for deferred tax asset valuation allowance. For a more detailed discussion of these
critical accounting policies see Critical Accounting Policies appearing in the Companys Annual
Report on Form 10-K for the year ended December 31, 2009.
Consolidated Results of Operations
Loss from continuing operations from each of the Companys reportable segments was as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
(in thousands) |
|
2010 |
|
|
2009 |
|
|
Change |
|
BankAtlantic |
|
$ |
(17,129 |
) |
|
$ |
(40,589 |
) |
|
$ |
23,460 |
|
Parent Company |
|
|
(3,392 |
) |
|
|
(6,022 |
) |
|
|
2,630 |
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing
operations |
|
$ |
(20,521 |
) |
|
$ |
(46,611 |
) |
|
$ |
26,090 |
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2010 Compared to the Same 2009 Period:
The decrease in BankAtlantics loss from continuing operations during the 2010 quarter
compared to the same 2009 quarter primarily resulted from an $11.5 million decline in the provision
for loan losses, $11.1 million of lower impairment charges and a reduction in operating expenses.
The above improvements in BankAtlantics performance were partially offset by a $3.6 million
decline in revenue from service charges on deposits and a $2.8 million decrease in net interest
income. The decline in the provision for loan losses for the 2010 quarter compared to the 2009
quarter resulted from a reduction in the allowance for loan losses during the 2010 quarter compared
to an increase in the allowance during the 2009 quarter. The reduction in the allowance for loan
losses during the 2010 quarter was primarily due to the disposition of certain non-performing
loans, declines in loan balances, and a stabilizing of our historical loss experience. The
allowance for loan losses during the 2009 quarter reflected deteriorating economic conditions and
adverse delinquency trends. During the three months ended March 31, 2009, BankAtlantic recognized
a $9.1 million goodwill impairment charge and $1.9 million of termination costs associated with a
reduction in the workforce. BankAtlantic did not recognize a goodwill
impairment charge or incur termination costs during the 2010 quarter. BankAtlantics
non-interest expenses excluding goodwill impairment and termination costs declined by $7.8 million
during the 2010 quarter compared to the same 2009 quarter. This decline in expenses was primarily
due to the 2009 workforce reductions, the on-going consolidation of certain back-office facilities,
renegotiation of vendor contracts and general expense management efforts. The decline in service
charges on deposits during the 2010 quarter compared to the 2009 quarter reflects a decline in the
total number of accounts which incurred overdraft fees and a decrease in the frequency of
overdrafts per deposit account. We believe that the decline in the number of accounts incurring
overdraft fees is the result of both our focus on targeting customers who maintain deposit accounts
with higher balances and the result of a change in customer behavior in response to the current
public focus on bank overdraft fees. The decline in BankAtlantics net interest income primarily
resulted from lower earning asset
26
BankAtlantic Bancorp, Inc. and Subsidiaries
balances as BankAtlantic slowed the origination and purchase of
loans, significantly reduced the acquisition of tax certificates and sold agency securities.
The decrease in the Parent Companys loss for the 2010 quarter compared to the same 2009
quarter resulted from a $0.5 million decline in net interest expenses and a $2.0 million
improvement in the provision for loan losses. The lower net interest expense reflects a
significant decline in the three-month LIBOR interest rate from March 2009 to March 2010, as the
majority of the Parent Companys debentures are indexed to the three-month LIBOR interest rate.
The provision for loan losses during the 2010 quarter reflected a recovery of $1.3 million as the
Parent Company sold a builder land loan and recognized a recovery of $1.8 million from the reversal
of a specific valuation allowance.
During the 2009 quarter, the Company recognized $4.2 million in discontinued operations
relating to additional Ryan Beck contingent earn-out payments under the Ryan Beck merger agreement
with Stifel. The earn-out period ended on February 28, 2009.
27
BankAtlantic Bancorp, Inc. and Subsidiaries
BankAtlantic Results of Operations
Net interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Operations Business Segment |
|
|
|
Average Balance Sheet - Yield / Rate Analysis |
|
|
|
For the Three Months Ended |
|
|
|
March 31, 2010 |
|
|
March 31, 2009 |
|
|
|
Average |
|
|
Revenue/ |
|
|
Yield/ |
|
|
Average |
|
|
Revenue/ |
|
|
Yield/ |
|
(in thousands) |
|
Balance |
|
|
Expense |
|
|
Rate |
|
|
Balance |
|
|
Expense |
|
|
Rate |
|
Total loans |
|
$ |
3,751,907 |
|
|
|
41,095 |
|
|
|
4.38 |
|
|
$ |
4,355,818 |
|
|
|
49,607 |
|
|
|
4.56 |
|
Investments |
|
|
441,637 |
|
|
|
6,136 |
|
|
|
5.56 |
|
|
|
935,936 |
|
|
|
12,803 |
|
|
|
5.47 |
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets |
|
|
4,193,544 |
|
|
|
47,231 |
|
|
|
4.51 |
% |
|
|
5,291,754 |
|
|
|
62,410 |
|
|
|
4.72 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and core deposit intangibles |
|
|
15,652 |
|
|
|
|
|
|
|
|
|
|
|
25,971 |
|
|
|
|
|
|
|
|
|
Other non-interest earning assets |
|
|
475,310 |
|
|
|
|
|
|
|
|
|
|
|
356,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
4,684,506 |
|
|
|
|
|
|
|
|
|
|
$ |
5,674,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
$ |
425,235 |
|
|
|
333 |
|
|
|
0.32 |
% |
|
$ |
441,278 |
|
|
|
500 |
|
|
|
0.46 |
% |
NOW |
|
|
1,467,103 |
|
|
|
2,218 |
|
|
|
0.61 |
|
|
|
1,047,116 |
|
|
|
1,413 |
|
|
|
0.55 |
|
Money market |
|
|
360,470 |
|
|
|
629 |
|
|
|
0.71 |
|
|
|
421,883 |
|
|
|
773 |
|
|
|
0.74 |
|
Certificates of deposit |
|
|
896,074 |
|
|
|
3,877 |
|
|
|
1.75 |
|
|
|
1,300,056 |
|
|
|
10,301 |
|
|
|
3.21 |
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing deposits |
|
|
3,148,882 |
|
|
|
7,057 |
|
|
|
0.91 |
|
|
|
3,210,333 |
|
|
|
12,987 |
|
|
|
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowed funds |
|
|
39,376 |
|
|
|
13 |
|
|
|
0.13 |
|
|
|
278,209 |
|
|
|
182 |
|
|
|
0.27 |
|
Advances from FHLB |
|
|
173,011 |
|
|
|
958 |
|
|
|
2.25 |
|
|
|
903,077 |
|
|
|
7,164 |
|
|
|
3.22 |
|
Long-term debt |
|
|
22,507 |
|
|
|
228 |
|
|
|
4.11 |
|
|
|
22,820 |
|
|
|
308 |
|
|
|
5.47 |
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
3,383,776 |
|
|
|
8,256 |
|
|
|
0.99 |
|
|
|
4,414,439 |
|
|
|
20,641 |
|
|
|
1.90 |
|
Demand deposits |
|
|
864,391 |
|
|
|
|
|
|
|
|
|
|
|
775,977 |
|
|
|
|
|
|
|
|
|
Non-interest bearing other liabilities |
|
|
54,312 |
|
|
|
|
|
|
|
|
|
|
|
61,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
4,302,479 |
|
|
|
|
|
|
|
|
|
|
|
5,251,939 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
382,027 |
|
|
|
|
|
|
|
|
|
|
|
422,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
4,684,506 |
|
|
|
|
|
|
|
|
|
|
$ |
5,674,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest
income/ net interest spread |
|
|
|
|
|
|
38,975 |
|
|
|
3.52 |
% |
|
|
|
|
|
|
41,769 |
|
|
|
2.82 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income/interest earning assets |
|
|
|
|
|
|
|
|
|
|
4.51 |
% |
|
|
|
|
|
|
|
|
|
|
4.72 |
% |
Interest expense/interest earning assets |
|
|
|
|
|
|
|
|
|
|
0.80 |
|
|
|
|
|
|
|
|
|
|
|
1.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
3.71 |
% |
|
|
|
|
|
|
|
|
|
|
3.14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2010 Compared to the Same 2009 Period:
The decrease in net interest income primarily resulted from a significant reduction in earning
assets partially offset by an improvement in the net interest spread and margin.
The decline in average earning assets reflects a management decision to slow the origination
and purchase of loans, sell agency securities and reduce the purchase of tax certificates in an
effort to enhance liquidity and improve regulatory capital ratios. BankAtlantic also experienced
significant residential loan repayments due to the large volume of loan refinancing associated with
low residential mortgage interest rates during 2009 and the first quarter of 2010. Investments
primarily consisted of agency mortgage-backed securities and tax certificates. As a consequence,
the average balance of earning assets declined by $1.1 billion during the three months ended March
31, 2010 compared to the same 2009 period. This decline in interest earning assets significantly
reduced our net interest income.
The net interest spread and margin improved due to a change in our interest bearing liability
funding mix. BankAtlantic used the funds from the reduction in assets and deposit growth to repay
FHLB advances and short term wholesale
borrowings. As a result, BankAtlantics funding mix changed from higher rate FHLB advances to
lower rate
28
BankAtlantic Bancorp, Inc. and Subsidiaries
deposits which resulted in a substantial reduction in BankAtlantics cost of funds. This
improvement in the cost of funds was partially offset by interest earning asset yield declines and
changes in the earning asset portfolio mix from higher yielding investments to lower yielding
loans. The decline in average yields on loans reflects lower interest rates during 2010 compared
to 2009. The net interest spread and margin were also favorably impacted by a significant increase
in transaction accounts with a corresponding reduction in certificate of deposit accounts. A
portion of maturing certificate of deposit accounts either transferred to transaction accounts or
renewed at substantially lower interest rates. The higher transaction account balances reflect the
migration of retail certificate of deposit accounts to transaction accounts and new customer acquisitions. Additionally, transaction account growth was also favorably impacted
by a shift of our advertising strategy to targeting potential customers with higher deposit
balances.
Asset Quality
The activity in BankAtlantics allowance for loan losses was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Balance, beginning of period |
|
$ |
173,588 |
|
|
|
125,572 |
|
|
|
|
|
|
|
|
Charge-offs |
|
|
|
|
|
|
|
|
Residential |
|
|
(4,181 |
) |
|
|
(4,588 |
) |
Commercial |
|
|
(21,332 |
) |
|
|
(5,565 |
) |
Consumer |
|
|
(10,771 |
) |
|
|
(10,321 |
) |
Small business |
|
|
(837 |
) |
|
|
(2,771 |
) |
|
|
|
|
|
|
|
Total Charge-offs |
|
|
(37,121 |
) |
|
|
(23,245 |
) |
Recoveries of loans
previously charged-off |
|
|
1,047 |
|
|
|
792 |
|
|
|
|
|
|
|
|
Net (charge-offs) |
|
|
(36,074 |
) |
|
|
(22,453 |
) |
Provision for loan losses |
|
|
32,034 |
|
|
|
43,520 |
|
Balance, end of period |
|
$ |
169,548 |
|
|
|
146,639 |
|
|
|
|
|
|
|
|
During the three months ended March 31, 2010, BankAtlantic recognized $13.5 million of
charge-offs related to two builder land bank loans that were sold to unrelated third parties. The
specific valuation allowances on these loans as of December 31, 2009 were $13.2 million.
Additionally, during the first quarter of 2010 BankAtlantic recognized a $3.4 million charge-off on
a $20 million residential land acquisition and development loan upon the sale of our participation
interest at a discount to the lead lender. The remaining commercial loan charge-offs during the
2010 quarter primarily related to residential land acquisition and development loans where updated
valuations reflected lower collateral values. . The unemployment rates nationally and in Florida
have reached 9.7% and 12.3%, respectively, real estate values in Florida are forecast to decline
further and national and local economic measures remain weak. As a consequence, there is no
assurance that the credit quality of our loan portfolio will improve in subsequent periods and if
general economic conditions do not improve in Florida and nationwide, the credit quality of our
loan portfolio will continue to deteriorate and additional provisions for loan losses will be
required.
The decline in the provision for loan losses for the three months ended March 31, 2010
compared to the same 2009 period reflect lower loan portfolio balances and stabilizing delinquency
trends during 2010 compared to negative trends during 2009. Included in the $21.3 million
commercial real estate loan charge-offs were $16.9 million of charge-offs associated with these
loan sales.
29
BankAtlantic Bancorp, Inc. and Subsidiaries
At the indicated dates, BankAtlantics non-performing assets and potential problem loans
(contractually past due 90 days or more, performing impaired loans or restructured loans) were (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
NONPERFORMING ASSETS |
|
|
|
|
|
|
|
|
Tax certificates |
|
$ |
1,495 |
|
|
|
2,161 |
|
Commercial real estate (2) |
|
|
168,937 |
|
|
|
167,867 |
|
Consumer |
|
|
14,428 |
|
|
|
14,451 |
|
Small business |
|
|
10,971 |
|
|
|
9,338 |
|
Residential
real estate (1) |
|
|
88,262 |
|
|
|
76,401 |
|
Commercial business |
|
|
18,767 |
|
|
|
18,063 |
|
|
|
|
|
|
|
|
Total nonaccrual assets (3) |
|
$ |
302,860 |
|
|
|
288,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate owned |
|
$ |
10,176 |
|
|
|
9,607 |
|
Commercial real estate owned |
|
|
29,503 |
|
|
|
25,442 |
|
Small business real estate owned |
|
|
784 |
|
|
|
580 |
|
Consumer real estate owned |
|
|
370 |
|
|
|
306 |
|
Other repossessed assets |
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
Total repossessed assets |
|
|
40,833 |
|
|
|
35,945 |
|
|
|
|
|
|
|
|
Total nonperforming assets |
|
$ |
343,693 |
|
|
|
324,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowances |
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
$ |
169,548 |
|
|
|
173,588 |
|
Allowance for tax certificate losses |
|
|
7,341 |
|
|
|
6,781 |
|
Total allowances |
|
$ |
176,889 |
|
|
|
180,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POTENTIAL PROBLEM LOANS |
|
|
|
|
|
|
|
|
Contractually past due 90 days or more (4) |
|
$ |
366 |
|
|
|
9,960 |
|
Performing impaired loans (5) |
|
|
1,685 |
|
|
|
6,150 |
|
Troubled debt restructured |
|
|
124,851 |
|
|
|
107,642 |
|
TOTAL POTENTIAL PROBLEM LOANS |
|
$ |
126,902 |
|
|
|
123,752 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes $45.8 million and $41.3 million of interest-only residential loans as
of March 31, 2010 and December 31, 2009, respectively. |
|
(2) |
|
Excluded from the above table as of March 31, 2010 and December 31, 2009
were $35.3 million and $44.9 million, respectively, of commercial residential loans that
were transferred to a work-out subsidiary of the Parent Company in March 2008. |
|
(3) |
|
Includes $57.4 million and $45.7 million of troubled debt restructured loans as of
March 31, 2010 and December 31, 2009, respectively. |
|
(4) |
|
The majority of these loans have matured and the borrower continues to make payments
under the matured loan agreement or the loan has sufficient collateral that we believe is
sufficient to prevent a loss. |
|
(5) |
|
BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans; however, the timing of the payments may not be in accordance
with the contractual terms of the loan agreement. |
Non-performing assets were higher at March 31, 2010 compared to December 31, 2009
primarily due to a $15.2 million increase in non-accrual loans and a $4.9 million increase in real
estate owned.
The increase in non-accrual loans at March 31, 2010 compared to December 31, 2009 reflects
higher residential non-accrual loans. The increase in residential non-accrual loans was primarily the result
of a prolonged foreclosure process. Residential loan delinquencies have remained stable for the
last twelve months; however, the foreclosure processes vary by state and can currently take more
than 15 months to complete. We believe that the time to complete foreclosures may improve in
subsequent periods which may result in lower non-accrual residential loan balances and higher
residential real estate owned. Non-accrual commercial loans increased slightly from December
2009. During the three months ended March 31, 2010, BankAtlantic sold two non-accrual loans with
outstanding aggregate balances of $18.8 million as of December 31, 2009, transferred one
$3.6 million loan to real estate owned, placed $29.3 million of loans on non-accrual,
charged-off $21.3 million of loans and moved one $6.5 million loan to accruing. Non-accrual
commercial loans have overall trended downward since the first quarter of 2009 as the balance of our
commercial residential loans has significantly declined. Approximately 45% of the commercial
30
BankAtlantic Bancorp, Inc. and Subsidiaries
real estate portfolio was evaluated for potential impairment and specific reserves were
established when necessary. However, if the national economy deteriorates further, the current
high unemployment continues, and home prices continue to decline, then we would expect elevated
delinquencies and increased losses in our loan portfolio.
The allowance for tax certificate losses at March 31, 2010 compared to December 2009 reflects
adverse real estate market conditions in our out-of-state tax certificate portfolio.
The higher balance of repossessed assets at March 31, 2010 compared to December 31, 2009
reflects foreclosures of commercial real estate and residential loans. BankAtlantic attempts to
modify loans to credit-worthy borrowers; however, the majority of BankAtlantics non-accrual
commercial real estate loans are collateral dependent which leaves BankAtlantic few viable options
other than initiating the foreclosure process. Based on the current amount of non-accrual loans, we
expect repossessed assets to increase in the future.
BankAtlantics potential problem loans at March 31, 2010 increased compared to December 31,
2009 primarily due to an increase in commercial real estate troubled debt restructured loans. In
response to current market conditions, BankAtlantic has made the decision to modify loans for
certain borrowers experiencing financial difficulties and has modified the terms of certain
commercial, small business, residential and consumer home equity loans during the three months
ended March 31, 2010. Generally, the concessions made to borrowers experiencing financial
difficulties may include the reduction of the loans contractual interest rate, forgiveness of loan
principal upon satisfactory performance under the modified terms, conversion of amortizing loans to
interest only payments or the deferral of some interest payments to the maturity date of the loan.
Loans that are not delinquent at the date of modification are generally not placed on non-accrual.
Modified non-accrual loans are not returned to an accruing status and BankAtlantic does not reset
days past due on delinquent modified loans until the borrower demonstrates a sustained period of
performance under the modified terms, which is generally performance over a six month period.
However, there is no assurance that the modification of loans will result in increased collections
from the borrower or that modified loans which return to an accruing status will not subsequently
return to non-accrual status.
BankAtlantics troubled debt restructured loans by loan type were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
Non-accrual |
|
|
Accruing |
|
|
Non-accrual |
|
|
Accruing |
|
Commercial |
|
$ |
43,526 |
|
|
|
100,706 |
|
|
|
32,225 |
|
|
|
83,768 |
|
Small business |
|
|
4,527 |
|
|
|
7,210 |
|
|
|
4,520 |
|
|
|
7,325 |
|
Consumer |
|
|
1,181 |
|
|
|
13,263 |
|
|
|
1,774 |
|
|
|
12,969 |
|
Residential |
|
|
8,136 |
|
|
|
3,672 |
|
|
|
7,178 |
|
|
|
3,580 |
|
|
|
|
|
|
Total |
|
$ |
57,370 |
|
|
|
124,851 |
|
|
|
45,697 |
|
|
|
107,642 |
|
|
|
|
|
|
31
BankAtlantic Bancorp, Inc. and Subsidiaries
Commercial residential loans continue to constitute the majority of non-performing
commercial real estate loans; however, BankAtlantic is experiencing unfavorable credit quality
trends in commercial loans collateralized by commercial land and retail income producing properties
and may experience higher non-performing loans in these loan categories in future periods.
BankAtlantics commercial loan portfolio includes large loan balance lending relationships. Seven
relationships accounted for 54.5% of our $165.2 million of non-accrual commercial real estate loans
as of March 31, 2010.
The following table outlines general information about these relationships as of March 31,
2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
Outstanding |
|
|
Specific |
|
|
Date loan |
|
|
Date Placed |
|
|
Default |
|
|
Collateral |
|
|
Date of Last |
|
Relationships |
|
Balance |
|
|
Balance (6) |
|
|
Reserves |
|
|
Originated |
|
|
on Nonaccrual |
|
|
Date (4) |
|
|
Type |
|
|
Full Appraisal |
|
Residential Land Developers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relationship No. 1 (1) (2) |
|
$ |
26,731 |
|
|
|
19,200 |
|
|
|
1,367 |
|
|
|
Q3-2004 |
|
|
|
Q4-2008 |
|
|
|
Q4-2008 |
|
|
Land A&D (5) |
|
|
Q4-2009 |
|
Relationship No. 2 (1) |
|
|
12,500 |
|
|
|
10,064 |
|
|
|
5,053 |
|
|
|
Q3-2006 |
|
|
|
Q1-2009 |
|
|
|
Q1-2009 |
|
|
Land A&D (5) |
|
|
Q1-2010 |
|
Relationship No. 3 (1), (3) |
|
|
14,030 |
|
|
|
10,901 |
|
|
|
5,846 |
|
|
|
Q3-2004 |
|
|
|
Q4-2008 |
|
|
|
Q1-2009 |
|
|
Builder Land |
|
|
Q4-2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
53,261 |
|
|
|
40,165 |
|
|
|
12,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Land Developers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relationship No. 4 |
|
$ |
17,777 |
|
|
|
17,777 |
|
|
|
6,947 |
|
|
|
Q3-2006 |
|
|
|
Q1-2010 |
|
|
|
Q1-2010 |
|
|
Commercial mixed-use |
|
|
Q4-2009 |
|
Relationship No. 5 |
|
|
12,792 |
|
|
|
12,792 |
|
|
|
4,860 |
|
|
|
Q2-2006 |
|
|
|
Q4-2009 |
|
|
|
Q4-2009 |
|
|
Commercial land A&D |
|
|
Q1-2010 |
|
Relationship No. 6 |
|
|
8,625 |
|
|
|
8,625 |
|
|
|
|
|
|
|
Q2-2005 |
|
|
|
Q1-2010 |
|
|
|
Q1-2010 |
|
|
Commercial Land |
|
|
Q4-2009 |
|
Relationship No. 7 |
|
|
10,779 |
|
|
|
10,779 |
|
|
|
135 |
|
|
|
Q3-2007 |
|
|
|
Q4-2009 |
|
|
|
Q3-2009 |
|
|
Commercial Land |
|
|
Q4-2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
49,973 |
|
|
|
49,973 |
|
|
|
11,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of Large Relationships |
|
$ |
103,234 |
|
|
|
90,138 |
|
|
|
24,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
During 2009, BankAtlantic recognized partial charge-offs on relationships Nos. 1, 2,
and 3 aggregating $11.2 million. |
|
(2) |
|
During 2010, BankAtlantic recognized partial charge-offs on relationship No. 1 of $1.0
million. |
|
(3) |
|
A modification was executed, and the loan is reported as a troubled debt restructured
loan but is currently not in default. |
|
(4) |
|
The default date is defined as the date of the initial missed payment prior to default. |
|
(5) |
|
Acquisition and development (A&D). |
|
(6) |
|
Outstanding balance is the Unpaid Principal Balance less write-downs. |
The loans that comprise the above relationships are all collateral dependent. As such,
we established specific reserves or recognized partial charge-offs on these loans based on our
determination of the fair value of the collateral less costs to sell. The fair value of the
collateral was determined using third party appraisals. BankAtlantic performs quarterly impairment
analyses on these credit relationships and appraised values are reduced further if market
conditions significantly deteriorate subsequent to the appraisal date. However, BankAtlantics
policy is to obtain a full appraisal within one year from the date of the prior appraisal unless
the loan is in the process of foreclosure. A new appraisal is obtained at the date of foreclosure.
Our residential loan portfolio does not include negative amortization, option ARM or subprime
products; however, the majority of our residential loans are purchased residential jumbo loans and
certain of these loans could potentially have outstanding loan balances significantly higher than
related collateral values as a result of declines in residential real estate values. Loans that
were originated during 2005, 2006 and 2007 have experienced greater deterioration in collateral
value than loans originated in prior years resulting in higher loss experiences in these groups of
loans. Also, California, Florida, Arizona and Nevada are states that have experienced elevated
foreclosures and delinquency rates.
Our purchased residential loan portfolio includes interest-only loans. The terms of these
loans provide for possible future increases in a borrowers loan payments when the contractually
required repayments increase due to interest rate changes and the required amortization of the
principal amount begins. These payment increases could affect a borrowers ability to meet the
debt service on or repay the loan and lead to increased defaults and losses which could result in
additional provisions for residential loan losses.
At March 31, 2010, BankAtlantics residential loan portfolio included $704.6 million of
interest-only loans. Approximately $10.9 million of these interest only residential loans became
fully amortizing during the three months ended March 31, 2010 and interest-only residential loans scheduled to reset during the remaining
nine months of 2010 and during the year ending December 31, 2011 are $32.3 million and $60.8
million, respectively.
32
BankAtlantic Bancorp, Inc. and Subsidiaries
The following table presents our purchased residential loans by year of origination
segregated by amortizing and interest only loans (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizing Purchased Residential Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Carrying |
|
|
LTV at |
|
|
Current |
|
|
FICO Scores |
|
|
Current |
|
|
Amount |
|
|
Debt Ratios |
|
Year of Origination |
|
Amount |
|
|
Origination |
|
|
LTV (1) |
|
|
at Origination |
|
|
FICO Scores (2) |
|
|
Delinquent |
|
|
at Origination (3) |
|
|
|
|
2007 |
|
$ |
48,797 |
|
|
|
64.33 |
% |
|
|
110.85 |
% |
|
|
743 |
|
|
|
744 |
|
|
$ |
3,928 |
|
|
|
31.96 |
% |
2006 |
|
|
57,509 |
|
|
|
70.80 |
% |
|
|
120.56 |
% |
|
|
736 |
|
|
|
723 |
|
|
|
4,460 |
|
|
|
35.58 |
% |
2005 |
|
|
39,585 |
|
|
|
73.25 |
% |
|
|
114.72 |
% |
|
|
724 |
|
|
|
715 |
|
|
|
7,576 |
|
|
|
36.78 |
% |
2004 |
|
|
363,275 |
|
|
|
68.01 |
% |
|
|
80.76 |
% |
|
|
736 |
|
|
|
728 |
|
|
|
25,575 |
|
|
|
34.41 |
% |
Prior to 2004 |
|
|
176,249 |
|
|
|
67.52 |
% |
|
|
59.53 |
% |
|
|
730 |
|
|
|
734 |
|
|
|
9,031 |
|
|
|
31.95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Only Purchased Residential Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Carrying |
|
|
LTV at |
|
|
Current |
|
|
FICO Scores |
|
|
Current |
|
|
Amount |
|
|
Debt Ratios |
|
Year of Origination |
|
Amount |
|
|
Origination |
|
|
LTV (1) |
|
|
at Origination |
|
|
FICO Scores (2) |
|
|
Delinquent |
|
|
at Origination (3) |
|
|
|
|
2007 |
|
$ |
94,770 |
|
|
|
71.99 |
% |
|
|
129.16 |
% |
|
|
751 |
|
|
|
738 |
|
|
$ |
18,052 |
|
|
|
33.91 |
% |
2006 |
|
|
206,329 |
|
|
|
74.02 |
% |
|
|
125.33 |
% |
|
|
741 |
|
|
|
736 |
|
|
|
31,995 |
|
|
|
34.96 |
% |
2005 |
|
|
220,152 |
|
|
|
70.08 |
% |
|
|
113.83 |
% |
|
|
740 |
|
|
|
749 |
|
|
|
12,995 |
|
|
|
34.04 |
% |
2004 |
|
|
92,924 |
|
|
|
70.54 |
% |
|
|
96.04 |
% |
|
|
743 |
|
|
|
718 |
|
|
|
6,576 |
|
|
|
31.68 |
% |
Prior to 2004 |
|
|
90,425 |
|
|
|
58.74 |
% |
|
|
77.84 |
% |
|
|
742 |
|
|
|
747 |
|
|
|
3,410 |
|
|
|
31.28 |
% |
|
|
|
The following table presents our purchased residential loans by geographic area
segregated by amortizing and interest-only loans (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizing Purchased Residential Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Carrying |
|
|
LTV at |
|
|
Current |
|
|
FICO Scores |
|
|
Current |
|
|
Amount |
|
|
Debt Ratios |
|
State |
|
Amount |
|
|
Origination |
|
|
LTV (1) |
|
|
at Origination |
|
|
FICO Scores (2) |
|
|
Delinquent |
|
|
at Origination (3) |
|
|
|
|
Arizona |
|
$ |
11,298 |
|
|
|
66.68 |
% |
|
|
119.10 |
% |
|
|
728 |
|
|
|
722 |
|
|
$ |
1,282 |
|
|
|
32.66 |
% |
California |
|
|
166,115 |
|
|
|
67.63 |
% |
|
|
80.26 |
% |
|
|
740 |
|
|
|
738 |
|
|
|
13,843 |
|
|
|
34.85 |
% |
Florida |
|
|
89,727 |
|
|
|
70.65 |
% |
|
|
99.95 |
% |
|
|
721 |
|
|
|
712 |
|
|
|
11,834 |
|
|
|
35.52 |
% |
Nevada |
|
|
6,042 |
|
|
|
72.16 |
% |
|
|
119.41 |
% |
|
|
736 |
|
|
|
728 |
|
|
|
637 |
|
|
|
36.71 |
% |
Other States |
|
$ |
412,233 |
|
|
|
67.96 |
% |
|
|
79.41 |
% |
|
|
734 |
|
|
|
732 |
|
|
|
23,249 |
|
|
|
33.54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Only Purchased Residential Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Carrying |
|
|
LTV at |
|
|
Current |
|
|
FICO Scores |
|
|
Current |
|
|
Amount |
|
|
Debt Ratios |
|
State |
|
Amount |
|
|
Origination |
|
|
LTV (1) |
|
|
at Origination |
|
|
FICO Scores (2) |
|
|
Delinquent |
|
|
at Origination (3) |
|
|
|
|
Arizona |
|
$ |
21,215 |
|
|
|
70.40 |
% |
|
|
142.29 |
% |
|
|
752 |
|
|
|
740 |
|
|
$ |
4,188 |
|
|
|
32.69 |
% |
California |
|
|
198,259 |
|
|
|
70.59 |
% |
|
|
109.05 |
% |
|
|
741 |
|
|
|
734 |
|
|
|
28,636 |
|
|
|
33.95 |
% |
Florida |
|
|
49,431 |
|
|
|
68.58 |
% |
|
|
136.12 |
% |
|
|
748 |
|
|
|
740 |
|
|
|
10,223 |
|
|
|
31.75 |
% |
Nevada |
|
|
9,710 |
|
|
|
71.92 |
% |
|
|
186.26 |
% |
|
|
745 |
|
|
|
736 |
|
|
|
3,989 |
|
|
|
34.90 |
% |
Other States |
|
|
425,985 |
|
|
|
70.06 |
% |
|
|
108.04 |
% |
|
|
742 |
|
|
|
743 |
|
|
|
25,992 |
|
|
|
33.84 |
% |
|
|
|
|
|
|
(1) |
|
Current loan-to-values (LTV) for the majority of the portfolio were obtained as of
the first quarter of 2010 from automated valuation models. |
|
(2) |
|
Current FICO scores based on borrowers for which FICO scores were available as of the third
quarter of 2009. |
|
(3) |
|
Debt ratio is defined as the portion of the borrowers income that goes towards debt
service. |
33
BankAtlantic Bancorp, Inc. and Subsidiaries
The table below presents the allocation of the allowance for loan losses (ALL) by
various loan classifications, the percent of allowance to each loan category (ALL to gross loans
percent) and the percentage of loans in each category to gross loans (Loans to gross loans
percent). 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 percentages or that the allowance
accurately reflects future charge-off amounts or trends (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
|
|
|
|
ALL |
|
|
Loans |
|
|
|
|
|
|
ALL |
|
|
Loans |
|
|
|
|
|
|
|
to gross |
|
|
by |
|
|
|
|
|
|
to gross |
|
|
by |
|
|
|
ALL |
|
|
loans |
|
|
category |
|
|
ALL |
|
|
Loans |
|
|
category |
|
|
|
by |
|
|
in each |
|
|
to gross |
|
|
by |
|
|
in each |
|
|
to gross |
|
|
|
category |
|
|
category |
|
|
loans |
|
|
category |
|
|
category |
|
|
loans |
|
|
|
|
|
|
Commercial business |
|
$ |
7,397 |
|
|
|
5.43 |
% |
|
|
3.65 |
% |
|
$ |
4,515 |
|
|
|
2.94 |
% |
|
|
3.94 |
% |
Commercial real estate |
|
|
86,086 |
|
|
|
7.57 |
|
|
|
30.47 |
|
|
|
91,658 |
|
|
|
7.71 |
|
|
|
30.49 |
|
Small business |
|
|
6,565 |
|
|
|
2.13 |
|
|
|
8.28 |
|
|
|
7,998 |
|
|
|
2.56 |
|
|
|
8.02 |
|
Residential real estate |
|
|
29,582 |
|
|
|
2.00 |
|
|
|
39.56 |
|
|
|
27,000 |
|
|
|
1.74 |
|
|
|
39.85 |
|
Consumer |
|
|
39,918 |
|
|
|
5.93 |
|
|
|
18.04 |
|
|
|
42,417 |
|
|
|
6.14 |
|
|
|
17.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowance for
loan losses |
|
$ |
169,548 |
|
|
|
4.54 |
% |
|
|
100.00 |
% |
|
$ |
173,588 |
|
|
|
4.45 |
% |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the allowance for loan losses as of March 31, 2010 and December 31, 2009 were
specific reserves by loan type as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Commercial real estate |
|
$ |
40,927 |
|
|
|
42,523 |
|
Commercial business |
|
|
5,982 |
|
|
|
174 |
|
Small business |
|
|
1,768 |
|
|
|
753 |
|
Consumer |
|
|
4,253 |
|
|
|
4,621 |
|
Residential |
|
|
12,200 |
|
|
|
8,784 |
|
|
|
|
|
|
|
|
Total |
|
$ |
65,130 |
|
|
|
56,855 |
|
|
|
|
|
|
|
|
The decrease in the allowance for loan losses at March 31, 2010 compared to December 31, 2009
primarily resulted from a decline in the allowance for consumer, commercial real estate, and small
business loans partially offset by an increase in the residential and commercial business
allowance. The decline in the consumer allowance reflects lower loan balances and the
stabilization of delinquency and charge-off trends. The allowance for commercial real estate loans
declined due to loan repayments and loan sales aggregating $50.6 million. The reduction in the
small business allowance reflects improvement in historical loss experience as well as the
stabilization of delinquencies. The significant increase in the commercial business allowance
resulted from the establishment of $5.9 million of specific valuation allowances on two business
loans. The higher residential allowance reflects increased non-accrual loan balances partially
offset by a decline in delinquency trends excluding non-accrual loans, and lower loan balances.
34
BankAtlantic Bancorp, Inc. and Subsidiaries
BankAtlantics Non-Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
(in thousands) |
|
2010 |
|
|
2009 |
|
|
Change |
|
|
|
|
|
|
Service charges on deposits |
|
$ |
15,048 |
|
|
|
18,685 |
|
|
|
(3,637 |
) |
Other service charges and fees |
|
|
7,378 |
|
|
|
7,025 |
|
|
|
353 |
|
Securities activities, net |
|
|
3,132 |
|
|
|
4,320 |
|
|
|
(1,188 |
) |
Income from
unconsolidated companies |
|
|
|
|
|
|
78 |
|
|
|
(78 |
) |
Other |
|
|
3,183 |
|
|
|
2,757 |
|
|
|
426 |
|
|
|
|
|
|
|
Non-interest income |
|
$ |
28,741 |
|
|
|
32,865 |
|
|
|
(4,124 |
) |
|
|
|
|
|
|
The lower revenues from service charges on deposits during the 2010 quarter compared to the
2009 quarter primarily resulted from lower overdraft fee income. This decrease in overdraft fee
income reflects a decline in the total number of accounts which incurred overdraft fees and a
decrease in the frequency of overdrafts per deposit account. We believe that the decline in the
number of accounts incurring overdraft fees is the result of our focus on targeting customers who
maintain deposit accounts with higher balances and the result of a change in customer behavior.
The Federal Reserve has recently adopted new overdraft rules effective July 1, 2010, which among
other requirements, prohibit banks from automatically enrolling customers in overdraft protection
programs. Additionally, Congress has proposed legislation to further limit the assessment of
overdraft fees and banking regulators have issued new guidance and best practices related to
overdraft fee assessments. This legislation and current public focus on overdraft fees may result
in further declines in our overdraft fee income in future periods.
The increase in other service charges and fees during the three months ended March 31, 2010
compared to the same 2009 period was primarily due to an increase in interchange income based, we
believe, on increased spending by our customers reflecting improved economic conditions during 2010
compared to 2009.
During the three months ended March 31, 2010, BankAtlantic sold $47.1 million of agency
securities for a $3.1 million gain. The net proceeds of $43.8 million from the sales were used to
pay down FHLB advance borrowings. During the three months ended March 31, 2009, BankAtlantic sold
$149.1 million of agency securities available for sale for a $4.3 million gain.
Income from unconsolidated companies during the three months ended March 31, 2009 represented
equity earnings from a joint venture that engages in accounts receivable factoring. The factoring
joint venture was consolidated as of January 1, 2010 upon the implementation of new accounting
guidance for the consolidation of variable interest entities.
The increase in other non-interest income for the three months ended March 31, 2010 compared
to the same 2009 period was primarily the result of $0.4 million of factoring fees recognized in
other income upon the consolidation the factoring joint venture.
35
BankAtlantic Bancorp, Inc. and Subsidiaries
BankAtlantics Non-Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, |
|
(in thousands) |
|
2010 |
|
|
2009 |
|
|
Change |
|
|
|
|
|
|
Employee compensation and benefits |
|
$ |
24,374 |
|
|
|
28,078 |
|
|
|
(3,704 |
) |
Occupancy and equipment |
|
|
13,581 |
|
|
|
14,910 |
|
|
|
(1,329 |
) |
Advertising and business promotion |
|
|
1,934 |
|
|
|
2,781 |
|
|
|
(847 |
) |
Check losses |
|
|
432 |
|
|
|
844 |
|
|
|
(412 |
) |
Professional fees |
|
|
2,565 |
|
|
|
2,944 |
|
|
|
(379 |
) |
Supplies and postage |
|
|
965 |
|
|
|
1,000 |
|
|
|
(35 |
) |
Telecommunication |
|
|
529 |
|
|
|
694 |
|
|
|
(165 |
) |
Cost associated with debt redemption |
|
|
7 |
|
|
|
591 |
|
|
|
(584 |
) |
Restructuring charges and exit
activities |
|
|
|
|
|
|
1,874 |
|
|
|
(1,874 |
) |
Provision for tax certificates |
|
|
733 |
|
|
|
1,486 |
|
|
|
(753 |
) |
Impairment of goodwill |
|
|
|
|
|
|
9,124 |
|
|
|
(9,124 |
) |
Other |
|
|
7,601 |
|
|
|
7,377 |
|
|
|
224 |
|
|
|
|
|
|
Total non-interest expense |
|
$ |
52,721 |
|
|
|
71,703 |
|
|
|
(18,982 |
) |
|
|
|
|
|
The substantial decline in employee compensation and benefits during the three months ended
March 31, 2010 compared to the same 2009 period resulted primarily from a decline in the
workforce, including a workforce reduction of 130 associates, or 7%, in March 2009. As a
consequence of the work force reduction and attrition, the number of full-time equivalent
employees declined from 1,770 at December 31, 2008 to 1,520 at March 31, 2010, or a 14% reduction.
The decline in the workforce resulted in lower employee benefits, payroll taxes and recruitment
advertising. Also contributing $0.8 million to the decline in employee compensation and benefits
was the discontinuation of the 401(k) Plan employee match in April 2009 and lower pension expenses
due to the appreciation of pension assets during the year ended December 31, 2009.
The decline in occupancy and equipment primarily resulted from the consolidation of
back-office facilities and lower depreciation expense. Depreciation expense declined by $0.6
million and building maintenance, rent expense and utilities declined by $0.6 million during the
2010 quarter compared to the same 2009 period.
BankAtlantic changed its advertising focus from growing deposit account volume to enhancing
BankAtlantics relationship with its customers. As a result, BankAtlantic reduced direct mail
advertising and reduced gifts to customers upon the opening of deposit accounts. Direct mail
advertising and customer gift expenses declined by $1.0 million during the three months ended March
31, 2010 compared to the same 2009 period.
The lower check losses for the 2010 quarter compared to the same 2009 period were primarily
related to more stringent overdraft policies as well as a lower volume of new accounts.
The decline in professional fees for the 2010 quarter compared to the 2009 quarter primarily
resulted from the receipt of $1.7 million of insurance reimbursements in connection with legal
costs associated with the class action securities litigation. During the three months ended March
31, 2010, the litigation costs exceeded the deductible under our director and officer liability
insurance and we began receiving cost reimbursements from the insurance carrier for 80% of the
claims submitted. Insurance claim reimbursements are recognized as a reduction to legal fees
when received. The filing of director and officer liability claims is on-going and we expect to
receive partial reimbursement for litigation costs associated with securities litigation in future
periods.
The lower telecommunication costs for the 2010 quarter primarily reflects the consolidation of
back-office operations during 2009.
The costs associated with debt redemptions during the three months ended March 31, 2010 were
the result of the prepayment of a $0.7 million mortgage-backed bond that was scheduled to mature
in September 2013. The costs associated with debt redemptions during the three months ended
March 31, 2009 were the result of prepayment penalties incurred upon the prepayment of $249.6
million of FHLB advances.
36
BankAtlantic Bancorp, Inc. and Subsidiaries
The restructuring charge for the 2009 quarter reflects one-time termination costs
incurred as a result of the workforce reduction discussed above.
The provision for tax certificates losses during the 2010 and 2009 quarters reflects higher
charge-offs and increases in tax certificate reserves for certain out-of-state certificates
acquired in distressed markets. We have significantly reduced the acquisition of out-of state tax
certificates and continue to concentrate the majority of our tax certificate acquisitions in
Florida.
BankAtlantic tests goodwill for potential impairment annually or during interim periods if
impairment indicators exist. Based on the results of an interim impairment evaluation, BankAtlantic
recorded an impairment charge of $9.1 million during the three months ended March 31, 2009.
BankAtlantic had remaining goodwill of $13.1 million relating to its capital services reporting
unit included in its statement of condition as of March 31, 2010. If market conditions do not
improve or deteriorate further, BankAtlantic may incur additional goodwill impairment charges in
future periods.
The increase in other non-interest expense for the 2010 quarter compared to the 2009 quarter
was primarily the result of higher deposit insurance premiums. BankAtlantics deposit insurance
premium increased from $1.5 million during the three months ended March 31, 2009 to $2.4 million
during the same 2010 period. These higher deposit insurance premiums were partially offset by
lower general operating expenses during the 2010 quarter compared to the 2009 quarter reflecting
managements expense reduction initiatives.
Parent Company Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
(in thousands) |
|
2010 |
|
|
2009 |
|
|
Change |
|
Net interest (expense) |
|
$ |
(3,485 |
) |
|
|
(4,021 |
) |
|
|
536 |
|
Recovery/(provision)
for loan losses |
|
|
1,279 |
|
|
|
(757 |
) |
|
|
2,036 |
|
|
|
|
|
|
|
|
|
|
|
Net interest
(expense) after
provision for loan losses |
|
|
(2,206 |
) |
|
|
(4,778 |
) |
|
|
2,572 |
|
Non-interest income |
|
|
458 |
|
|
|
460 |
|
|
|
(2 |
) |
Non-interest expense |
|
|
1,644 |
|
|
|
1,704 |
|
|
|
(60 |
) |
|
|
|
|
|
|
|
|
|
|
Parent company (loss) |
|
$ |
(3,392 |
) |
|
|
(6,022 |
) |
|
|
2,630 |
|
|
|
|
|
|
|
|
|
|
|
Net interest expense declined during the first quarter of 2010 compared to the same 2009
period as a result of lower average interest rates during the 2010 period partially offset by
higher debenture average balances. Average rates on junior subordinated debentures decreased from
5.83% during the three months ended March 31, 2009 to 4.68% during the same 2010 period reflecting
lower LIBOR interest rates during the 2010 quarter compared to the 2009 quarter. The average
balances on junior subordinated debentures increased from $294 million during 2009 to $309 million
during 2010. The increase in average debenture balances resulted from the deferral of interest
which began in March 2009.
Non-interest income remained at 2009 levels. The increased equity earnings from the Parent
Companys investment in statutory business trusts that issue trust preferred securities and higher
fees received from BankAtlantic for executive management services were offset by lower gains on the
sales of securities. During the three months ended March 31, 2009, the Parent Company sold 250,233
shares of Stifel common stock received in connection with the contingent earn-out payment from the
sale of Ryan Beck for a $120,000 gain. There were no sales of securities for gains during the
three months ended March 31, 2010.
Non-interest expense declined slightly from 2009 levels. Lower foreclosure expenses during
2010 compared to 2009 were offset by higher compensation expenses. The decline in foreclosure
expenses reflects a decline in the number of non-performing loans during 2010 compared to 2009.
The increase in compensation expenses primarily resulted from higher incentive bonus expenses
during the current quarter compared to the same 2009 period.
37
BankAtlantic Bancorp, Inc. and Subsidiaries
In March 2008, BankAtlantic transferred non-performing loans to a work-out subsidiary of
the Parent Company. The composition of these loans as of March 31, 2010 and December 31, 2009 was
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Nonaccrual loans: |
|
|
|
|
|
|
|
|
Commercial residential real estate: |
|
|
|
|
|
|
|
|
Builder land bank loans |
|
$ |
5,977 |
|
|
|
14,060 |
|
Land acquisition and development |
|
|
10,376 |
|
|
|
10,376 |
|
Land acquisition, development and
construction |
|
|
13,450 |
|
|
|
14,903 |
|
|
|
|
Total commercial residential real estate |
|
|
29,803 |
|
|
|
39,339 |
|
Commercial non-residential real estate |
|
|
5,523 |
|
|
|
5,558 |
|
|
|
|
Total non-accrual loans |
|
|
35,326 |
|
|
|
44,897 |
|
Allowance for loan losses specific reserves |
|
|
(8,049 |
) |
|
|
(13,630 |
) |
|
|
|
Non-accrual loans, net |
|
|
27,277 |
|
|
|
31,267 |
|
Performing commercial non-residential loans |
|
|
3,037 |
|
|
|
3,116 |
|
|
|
|
Loans receivable, net |
|
$ |
30,314 |
|
|
|
34,383 |
|
|
|
|
Real estate owned |
|
$ |
10,532 |
|
|
|
10,532 |
|
|
|
|
During the first quarter of 2010, the Parent Company foreclosed on a $7.9 million builder land
bank loan with a $4.5 million specific reserve and sold the collateral for cash proceeds of $5.2
million. The cash proceeds were received in April 2010. The work-out subsidiary also received
$0.2 million from loan principal repayments during the quarter, recognized $4.3 million of
charge-offs and reversed $5.6 million of specific reserves associated with these charge-offs.
The Parent Companys non-accrual loans include large loan balance lending relationships.
Three relationships account for 53% of its $35.3 million of non-accrual loans as of March 31, 2010.
The following table outlines general information about these relationships as of March 31, 2010 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
Outstanding |
|
Specific |
|
Date loan |
|
Date Placed |
|
Default |
|
Collateral |
|
Date of Last |
Relationships |
|
Balance |
|
Balance (5) |
|
Reserves |
|
Originated |
|
on Nonaccrual |
|
Date(3) |
|
Type (4) |
|
Full Appraisal |
Residential Land
Developers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relationship No. 1 |
$ |
7,382 |
$ |
7,382 |
|
$2,870 |
|
Jan-06 |
|
Q1-2008 |
|
Q1-2008 |
|
Land A&D |
|
Q2-2009 |
Relationship No. 2(1) |
|
20,000 |
|
5,977 |
|
|
|
Mar-05 |
|
Q3-2007 |
|
Q1-2008 |
|
Builder Land |
|
Q3-2009 |
Relationship No. 3(2) |
|
9,833 |
|
5,225 |
|
|
|
Apr-04 |
|
Q3-2007 |
|
Q4-2007 |
|
Land AD&C |
|
Q1-2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,215 |
|
18,584 |
|
2,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
During 2008, 2009 and 2010, the Company recognized partial charge-offs on relationship No.
2 aggregating $13.9 million. |
|
(2) |
|
During 2008, 2009 and 2010, BankAtlantic recognized partial charge-offs on relationship No.
3 aggregating $4.6 million. |
|
(3) |
|
The default date is defined as the date of the initial missed payment prior to default. |
|
(4) |
|
Acquisition and development (A&D). |
|
(5) |
|
Outstanding balance is the Unpaid Principal Balance less write-downs. |
The loans that comprise the above relationships are all collateral dependent. As such,
we established specific reserves or recognized partial charge-offs on these loans based on the fair
value of the collateral less costs to sell. The fair value of the collateral was determined using
third party appraisals for all relationships. Management performs quarterly impairment analyses on
these credit relationships subsequent to the date of the appraisal and may reduce appraised values
if market conditions significantly deteriorate subsequent to the appraisal date. However, our
policy is to obtain a full appraisal within one year from the date of the prior appraisal, unless
the loan is in the process of foreclosure. A full appraisal is obtained at the date of
foreclosure.
38
BankAtlantic Bancorp, Inc. and Subsidiaries
The activity in the Parent Companys allowance for loan losses was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
Balance, beginning of period |
|
$ |
13,630 |
|
|
|
11,685 |
|
Loans charged-off |
|
|
(4,302 |
) |
|
|
(684 |
) |
Recoveries of loans previously charged-off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (charge-offs) |
|
|
(4,302 |
) |
|
|
(684 |
) |
(Recovery)/provision for loan losses |
|
|
(1,279 |
) |
|
|
757 |
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
8,049 |
|
|
|
11,758 |
|
|
|
|
|
|
|
|
The $4.3 million of charge-offs primarily related to two loans. One loan was charged-down
$2.7 million upon the foreclosure and sale of the collateral. The other loans entire balance of
$1.2 million was charged-off upon the sale of the remaining collateral. The Parent Company
established specific reserves of $5.7 million on these two loans in prior periods and recognized a
recovery for loan losses on the sale of these loans during the three months ended March 31, 2010.
During the three months ended March 31, 2009, the Parent Company recognized a $0.7 million
charge-off associated with the foreclosure of a loan.
BankAtlantic Bancorp, Inc. Consolidated Financial Condition
During the quarter, the Company reduced its total assets with a view to improving its
regulatory capital ratios. Total assets were decreased by selling securities available for sale
and loans, significantly reducing loan originations and purchases as well as substantially
reducing the acquisition of tax certificates. The proceeds from the reduction in earning assets
were used to pay down borrowings and to provide liquidity.
Total assets at March 31, 2010 were $4.7 billion compared to $4.8 billion at December 31,
2009. The changes in components of total assets from December 31, 2009 to March 31, 2010 are
summarized below:
|
|
|
Increase in cash and cash equivalents primarily reflecting $215.3 million of higher
cash balances at the Federal Reserve Bank associated with daily cash management
activities; |
|
|
|
|
Decrease in securities available for sale reflecting the sale of $43.8 million of
mortgage-backed securities as well as repayments; |
|
|
|
|
Decrease in tax certificate balances primarily due to redemptions and decreased tax
certificate acquisitions compared to prior periods; |
|
|
|
|
Decrease in loans receivable balances associated with $40.4 million of charge-offs,
$45.8 million from the sale of loans and repayments of loans in the normal course of
business combined with a significant decline in loan originations and purchases; |
|
|
|
|
Decrease in accrued interest receivable primarily resulting from lower loan balances; |
|
|
|
|
Increase in real estate owned associated with residential and commercial loan
foreclosures; |
|
|
|
|
Decrease in investments in unconsolidated companies associated with the consolidation
of our factoring joint venture; and |
|
|
|
|
Decrease in office properties and equipment resulting from depreciation. |
The Companys total liabilities at March 31, 2010 were $4.6 billion compared to $4.7 billion
at December 31, 2009. The changes in components of total liabilities from December 31, 2009 to
March 31, 2010 are summarized below:
|
|
|
Increase in interest bearing deposit account balances associated with a $123.1 million
increase in high-yielding interest-bearing checking and savings accounts partially offset
by $120.5 million of lower certificates of deposit balances; |
|
|
|
|
Increase in non-interest-bearing deposit balances primarily due to increased customer
balances in checking accounts reflecting marketing efforts to customers who maintain
higher account balances; |
|
|
|
|
Lower FHLB advances due to repayments using proceeds from the sales of securities and
loan repayments and increases in deposit account balances; |
39
BankAtlantic Bancorp, Inc. and Subsidiaries
|
|
|
Decrease in mortgage-backed bonds associated with the repayment of the $0.7 million
mortgage-backed bond; and |
|
|
|
|
Increase in junior subordinated debentures due to interest deferments. |
Liquidity and Capital Resources
BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
Currently, the Parent Companys principal source of liquidity is its cash and funds obtained
from its wholly-owned work-out subsidiary. The Parent Company also may obtain funds through
dividends, and issuance of equity and debt securities, although no dividends from BankAtlantic are
anticipated or contemplated in the foreseeable future. The Parent Company has historically used its
funds to contribute capital to its subsidiaries, pay debt service and shareholder dividends, repay
borrowings, invest in equity securities and other investments, and fund operations, including
funding servicing costs and real estate owned operating expenses of its wholly-owned work-out
subsidiary. At March 31, 2010, BankAtlantic Bancorp had approximately $311.7 million of junior
subordinated debentures outstanding with maturities ranging from 2032 through 2037. The aggregate
annual interest obligations on this indebtedness totaled approximately $13.7 million based on
interest rates at March 31, 2010 and are generally indexed to three-month LIBOR. In order to
preserve liquidity in the current economic environment, the Parent Company elected in February 2009
to commence deferring interest payments on all of its outstanding junior subordinated debentures
and to cease paying cash dividends on its common stock. The terms of the junior subordinated
debentures and the trust documents allow the Parent Company to defer payments of interest for up to
20 consecutive quarterly periods without default or penalty. During the deferral period, the
respective trusts have suspended the declaration and payment of dividends on the trust preferred
securities. The deferral election began as of March 2009, and regularly scheduled quarterly
interest payments aggregating $17.5 million that would otherwise have been paid during the fifteen
months ended March 31, 2010 were deferred. The Parent Company has the ability under the junior
subordinated debentures to continue to defer interest payments through ongoing appropriate notices
to each of the trustees, and will make a decision each quarter as to whether to continue the
deferral of interest. During the deferral period, interest will continue to accrue on the junior
subordinated debentures at the stated coupon rate, including on the deferred interest, and the
Parent Company will continue to record the interest expense associated with the junior subordinated
debentures. During the deferral period, the Company may not, among other things and with limited
exceptions, pay cash dividends on or repurchase its common stock nor make any payment on
outstanding debt obligations that rank equally with or junior to the junior subordinated
debentures. The Parent Company may end the deferral by paying all accrued and unpaid interest.
The Parent Company anticipates that it will continue to defer interest on its junior subordinated
debentures and will not pay dividends on its common stock for the foreseeable future. If the
Parent Company continues to defer interest on its junior subordinated debentures through the year
ended December 31, 2013, it will owe an aggregate of approximately $72.3 million of unpaid interest
based on average interest rates as of March 31, 2010. The Companys financial condition and
liquidity could be adversely affected if interest payments were deferred for a prolonged time
period.
During the year ended December 31, 2009 and during the three months ended March 31, 2010, the
Parent Company did not receive dividends from BankAtlantic. The ability of BankAtlantic to pay
dividends or make other distributions to the Parent Company in subsequent periods is subject to
regulations and Office of Thrift Supervision (OTS) approval and is based upon BankAtlantics
regulatory capital levels and net income. Because BankAtlantic has an accumulated deficit during
the prior two years, BankAtlantic is required to file an application to receive approval of the OTS
in order to pay dividends to the Company. The OTS would not approve any distribution that would
cause BankAtlantic to fail to meet its capital requirements or if the OTS believes that a capital
distribution by BankAtlantic constitutes an unsafe or unsound action or practice, and there is no
assurance that the OTS will approve future capital distributions from BankAtlantic. BankAtlantic
has not filed an application with the OTS for approval to pay a dividend since September 2008 and
the Company does not expect to receive cash dividends from BankAtlantic during 2010, and possibly
longer. However, the Company may receive dividends from its asset work-out subsidiary upon the
monetizing of the subsidiaries non-performing loans. There is no assurance that the Parent
Company will be able to monetize the loans on acceptable terms, if at all.
During January 2010, BankAtlantic Bancorp commenced cash offers to purchase all outstanding
trust preferred securities having an aggregate principal amount of approximately $285 million at a
purchase price of $200 per $1,000 liquidation amount, or an aggregate of $57 million. During
February 2010, the offer to purchase with respect to the approximate $55 million of publicly traded
trust preferred securities issued by BBC Capital Trust II expired without any such trust preferred
securities being repurchased, while the expiration date for the offers to purchase relating to the
remaining $230 million of trust preferred securities was extended most recently until May 20, 2010.
On April 22, 2010, the Company was advised that consents were received from the holders of in
excess of 66 2/3% of the most-senior classes of notes issued by Preferred Term Securities IX, Inc.
(PreTSL IX). The consents directed the trustee of PreTSL IX, The Bank of New York Mellon, to
accept the offer for $25.2 million aggregate principal amount of the Fixed/Floating Rate Capital
40
BankAtlantic Bancorp, Inc. and Subsidiaries
Securities of BBC Capital Statutory Trust X (the BBC X TruPS) held by PreTSL IX (the offer).
The Bank of New York Mellon advised the Company that it will not accept the offer made to PreTSL lX
without receiving a greater percentage of consents. We disagree with The Bank of New York Mellons
interpretation and believe that the consents received exceeded the threshold required by the
indenture of PreTSL IX to authorize the trustee to accept the offer made to PreTSL lX. We filed a
lawsuit in the Circuit Court in Broward County, Florida seeking a declaratory judgment and order
from the Court directing The Bank of New York Mellon, as trustee, and without any liability to the
holders of any class of notes issued by PreTSL IX, to act on the direction received. Subsequent to
the filing of the lawsuit, certain holders of PreTSL IX withdrew their consents bringing the
percentage of consents received to below 66 2/3%. We are continuing to solicit consents in
accordance with the terms of the offers and will pursue the declaratory judgment action. The
offers to purchase are conditioned upon acceptance of the offers and upon the Companys receipt of
proceeds from a financing transaction in amounts sufficient to purchase the trust preferred
securities tendered. There is no assurance that we will succeed in the litigation, or be in a
position to consummate the offer made to PreTSL lX or any other offers in accordance with and
subject to the terms of the offers.
In March 2010, the Parent Company contributed $8 million of capital to BankAtlantic and during
the year ended December 31, 2009, the Parent Company contributed $105 million of capital to
BankAtlantic.
In February 2010, the Company filed a registration statement with the Securities and Exchange
Commission registering to offer, from time to time, up to $75 million of Class A common stock,
Preferred Stock, subscription rights, warrants or debt securities. A description of the securities
offered and the expected use of the net proceeds from any sales will be outlined in a prospectus
supplement if and when offered.
The Parent Company is required to provide BankAtlantic with managerial assistance and capital
as the OTS may determine necessary under applicable regulations and supervisory standards. Any
such financing would be sought through public or private offerings, in privately negotiated
transactions or otherwise. Additionally, we could pursue financings at the Parent Company level or
directly at BankAtlantic or both. Any financing involving the issuance of our Class A common stock
or securities convertible or exercisable for our Class A common stock could be highly dilutive for
our existing shareholders. There is no assurance that any such financing will be available to us on
favorable terms or at all.
The Parent Company has the following cash and investments that it believes provide a source
for potential liquidity based on values at March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Carrying |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
(in thousands) |
|
Value |
|
|
Appreciation |
|
|
Depreciation |
|
|
Fair Value |
|
|
|
|
Cash and cash equivalents |
|
$ |
5,135 |
|
|
|
|
|
|
|
|
|
|
|
5,135 |
|
Securities available for sale |
|
|
10 |
|
|
|
|
|
|
|
4 |
|
|
|
6 |
|
Private investment securities |
|
|
1,500 |
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
|
Total |
|
$ |
6,645 |
|
|
|
|
|
|
|
4 |
|
|
|
6,641 |
|
|
|
|
The loans transferred to the wholly-owned work-out subsidiary of the Company may also provide
a potential source of liquidity through workouts, repayments of the loans, sales of real estate
owned or sales of interests in the subsidiary. The balance of these loans and real estate owned,
net of reserves at March 31, 2010 was $40.8 million. During the three months ended March 31, 2010,
the Parent Company experienced net cash outflows of $0.2 million from its work-out subsidiary.
Additionally, in March 2010 the Parent Company foreclosed on a loan with a carrying value net of
specific reserves of $3.3 million and sold the property to an unrelated third party receiving cash
proceeds in April 2010 of $5.2 million.
BankAtlantic Liquidity and Capital Resources
BankAtlantics primary sources of funds are deposits; principal repayments of loans, tax
certificates and securities available for sale; proceeds from the sale of loans and securities
available for sale; proceeds from securities sold under agreements to repurchase; advances from
FHLB; Treasury and Federal Reserve lending programs; interest payments on loans and securities;
capital contributions from the Parent Company and other funds generated by operations. These funds
are primarily utilized to fund loan disbursements and purchases, deposit outflows, repayments of
securities sold under agreements to repurchase, repayments of advances from FHLB and other
borrowings, purchases of tax certificates and securities available for sale, acquisitions of
properties and equipment, and operating expenses. BankAtlantics liquidity will depend on its
ability to generate sufficient cash to support loan demand, to meet deposit withdrawals, and to
pay
41
BankAtlantic Bancorp, Inc. and Subsidiaries
operating expenses. BankAtlantics securities portfolio provides an internal source of
liquidity through its short-term investments as well as scheduled maturities and interest
payments. Loan repayments and loan sales also provide an internal source of liquidity.
BankAtlantics liquidity is also dependent, in part, on its ability to maintain or increase
deposit levels and availability under lines of credit and Treasury and Federal Reserve lending
programs. BankAtlantics ability to increase or maintain deposits is impacted by competition
from other financial institutions and alternative investments as well as the current low interest
rate environment. Such competition or an increase in interest rates may require BankAtlantic to
offer higher interest rates to maintain or grow deposits, which may not be successful in
generating deposits, and which would increase its cost of funds or reduce its net interest income.
Additionally, BankAtlantics current lines of credit may not be available when needed as these
lines of credit are subject to periodic review and may be terminated or reduced at the discretion
of the issuing institutions or reduced based on availability of qualifying collateral.
BankAtlantics unused lines of credit declined from $760 million as of December 31, 2009 to $729
million as of March 31, 2010 due to reductions in available collateral resulting from the sale of
mortgage-backed securities and lower loan balances. Additionally, interest rate changes,
additional collateral requirements, disruptions in the capital markets or deterioration in
BankAtlantics financial condition may make borrowings unavailable or make terms of the borrowings
and deposits less favorable. As a result, there is a risk that our cost of funds will increase or
that borrowing capacity from funding sources may decrease.
The FDIC has announced that participating depository institutions may provide full deposit
insurance coverage for non-interest bearing deposit transaction accounts and interest bearing
accounts with rates at or below fifty basis points, regardless of dollar amount. This new,
temporary guarantee was originally scheduled to expire at the end of 2009; however, in August 2009,
the FDIC extended the program until June 30, 2010, and in March 2010, the FDIC again extended the
program until December 31, 2010. BankAtlantic opted-in to the additional coverage on the
subject deposits. As a result, BankAtlantic is assessed a 15-basis point surcharge for non-interest
bearing deposit transaction account balances exceeding the previously insured amount.
The FHLB has granted BankAtlantic a line of credit capped at 30% of assets subject to
available collateral, with a maximum term of ten years. BankAtlantic utilized its FHLB line of
credit to borrow $152 million and to obtain a $252 million letter of credit securing public
deposits as of March 31, 2010. The line of credit is secured by a blanket lien on BankAtlantics
residential mortgage loans and certain commercial real estate and consumer home equity loans.
BankAtlantics unused available borrowings under this line of credit were approximately $644
million at March 31, 2010. An additional source of liquidity for BankAtlantic is its securities
portfolio. As of March 31, 2010, BankAtlantic had $73 million of unpledged securities that could
be sold or pledged for additional borrowings with the FHLB, the Federal Reserve or other financial
institutions. BankAtlantic is a participating institution in the Federal Reserve Treasury
Investment Program for up to $4 million in funding and at March 31, 2010, BankAtlantic had $2.6
million of short-term borrowings outstanding under this program. BankAtlantic is also eligible to
participate in the Federal Reserves discount window program. The amount that can be borrowed
under this program is dependent on available collateral, and BankAtlantic had unused available
borrowings of approximately $85 million as of March 31, 2010, with no amounts outstanding under
this program at March 31, 2010. The above lines of credit are subject to periodic review and may
be reduced or terminated at any time by the issuer institution. If BankAtlantics earnings and
credit quality continue to deteriorate and if the current economic trends continue to adversely
affect its performance, the above borrowings may be limited, additional collateral may be required
or these borrowings may not be available to us at all, in which case BankAtlantics liquidity would
be materially adversely affected.
BankAtlantic also has various relationships to acquire brokered deposits, and to execute
repurchase agreements, which may be utilized as an alternative source of liquidity. BankAtlantic
does not anticipate that its brokered deposit balances will increase significantly in the
foreseeable future. At March 31, 2010, BankAtlantic had $28.9 million and $24.7 million of brokered
deposits and securities sold under agreements to repurchase outstanding, representing 0.6% and 0.5%
of total assets, respectively. Additional repurchase agreement borrowings are subject to
available collateral. Additionally, BankAtlantic had total cash on hand or with other financial
institutions of $444.5 million as of March 31, 2010.
BankAtlantics liquidity may be affected by unforeseen demands on cash. Our objective in
managing liquidity is to maintain sufficient resources of available liquid assets to address our
funding needs. Multiple market disruptions have made it more difficult for financial institutions
to borrow money. We cannot predict with any degree of certainty how long these adverse market
conditions may continue, nor can we anticipate the degree that such market conditions may impact
our operations. Deterioration in the performance of other financial institutions may adversely
impact the ability of all financial institutions to access liquidity. There is no assurance that
further deterioration in the financial markets will not result in additional market-wide liquidity
problems, and affect our liquidity position. BankAtlantic has improved its liquidity position
during the three months ended March 31, 2010 by reducing assets, increasing deposits, and paying
down borrowings.
42
BankAtlantic Bancorp, Inc. and Subsidiaries
BankAtlantics commitments to originate loans were $28.8 million at March 31, 2010 compared
to $76.5 million at March 31, 2009. At March 31, 2010, total loan commitments represented
approximately 0.83% of net loans receivable. BankAtlantic had no commitments to purchase loans at
March 31, 2010 or March 31, 2009.
At March 31, 2010, BankAtlantic had mortgage-backed securities of approximately $29.7 million
pledged to secure securities sold under agreements to repurchase, $40.7 million pledged to secure
public deposits, and $3.5 million pledged to secure treasury tax and loan accounts and potential
borrowings at the Federal Reserve discount window.
At the indicated dates, BankAtlantics capital amounts and ratios were (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Ratios |
|
|
|
|
|
|
|
|
|
|
Adequately |
|
Well |
|
|
Actual |
|
Capitalized |
|
Capitalized |
|
|
Amount |
|
Ratio |
|
Ratio |
|
Ratio |
At March 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total risk-based capital |
|
$ |
412,440 |
|
|
|
12.86 |
% |
|
|
8.00 |
% |
|
|
10.00 |
% |
Tier 1 risk-based capital |
|
|
349,479 |
|
|
|
10.90 |
|
|
|
4.00 |
|
|
|
6.00 |
|
Tangible capital |
|
|
349,479 |
|
|
|
7.51 |
|
|
|
1.50 |
|
|
|
1.50 |
|
Core capital |
|
|
349,479 |
|
|
|
7.51 |
|
|
|
4.00 |
|
|
|
5.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total risk-based capital |
|
$ |
422,724 |
|
|
|
12.56 |
% |
|
|
8.00 |
% |
|
|
10.00 |
% |
Tier 1 risk-based capital |
|
|
357,660 |
|
|
|
10.63 |
|
|
|
4.00 |
|
|
|
6.00 |
|
Tangible capital |
|
|
357,660 |
|
|
|
7.58 |
|
|
|
1.50 |
|
|
|
1.50 |
|
Core capital |
|
|
357,660 |
|
|
|
7.58 |
|
|
|
4.00 |
|
|
|
5.00 |
|
Savings institutions are also subject to the provisions of the Federal Deposit Insurance
Corporation Improvement Act of 1991 (FDICIA). Regulations implementing the prompt corrective
action provisions of FDICIA define specific capital categories based on FDICIAs defined capital
ratios, as discussed more fully in our Annual Report on Form 10-K for the year ended December 31,
2009.
The OTS at its discretion can require an institution to maintain capital amounts and ratios
significantly above the well capitalized requirements based on the risk profile of the specific
institution. If higher capital requirements are imposed by the OTS, BankAtlantic could be required
to raise additional capital. There is no assurance that BankAtlantic or the Company would be
successful in raising additional capital in subsequent periods and the inability to raise capital,
if required to do so, could have a material adverse impact on the Companys business, results of
operations and financial condition.
BankAtlantic works closely with its regulators during the course of its exams and on an
ongoing basis. Communications with our regulators include providing information on an ad-hoc,
one-time or regular basis related to areas of regulatory oversight and bank operations. As part of
such communications, BankAtlantic has provided to its regulators forecasts, strategic business
plans and other information relating to anticipated asset balances, asset quality, capital levels,
expenses, anticipated earnings, levels of brokered deposits and liquidity, and has indicated that
BankAtlantic has no current plans to pay dividends to the Parent Company. The information which
BankAtlantic provides to its regulators is based on estimates and assumptions made by management at
the time provided, which are inherently uncertain and actual results may be materially different
than that estimated or projected.
43
BankAtlantic Bancorp, Inc. and Subsidiaries
Contractual Obligations and Off Balance Sheet Arrangements as of March 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period (2) |
|
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
After 5 |
|
Contractual Obligations |
|
Total |
|
|
1 year |
|
|
1-3 years |
|
|
4-5 years |
|
|
years |
|
|
|
|
Time deposits |
|
$ |
840,017 |
|
|
|
691,566 |
|
|
|
126,178 |
|
|
|
17,968 |
|
|
|
4,305 |
|
Long-term debt |
|
|
333,707 |
|
|
|
|
|
|
|
22,000 |
|
|
|
17,512 |
|
|
|
294,195 |
|
Advances from FHLB (1) |
|
|
152,008 |
|
|
|
152,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations held for sublease |
|
|
25,108 |
|
|
|
842 |
|
|
|
3,210 |
|
|
|
2,164 |
|
|
|
18,892 |
|
Operating lease obligations held for use |
|
|
66,056 |
|
|
|
7,442 |
|
|
|
16,724 |
|
|
|
6,633 |
|
|
|
35,257 |
|
Pension obligation |
|
|
17,884 |
|
|
|
1,473 |
|
|
|
3,040 |
|
|
|
3,342 |
|
|
|
10,029 |
|
Other obligations |
|
|
13,006 |
|
|
|
206 |
|
|
|
4,800 |
|
|
|
6,400 |
|
|
|
1,600 |
|
|
|
|
Total contractual cash obligations |
|
$ |
1,447,786 |
|
|
|
853,537 |
|
|
|
175,952 |
|
|
|
54,019 |
|
|
|
364,278 |
|
|
|
|
|
|
|
(1) |
|
Payments due by period are based on contractual maturities |
|
(2) |
|
The above table excludes interest payments on interest bearing liabilities |
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures about Market Risk |
The discussion contained in the Companys Annual Report on Form 10-K for the year ended
December 31, 2009, under Item 7A, Quantitative and Qualitative Disclosures about Market Risk,
provides quantitative and qualitative disclosures about the Companys primary market risk which is
interest rate risk.
The majority of BankAtlantics assets and liabilities are monetary in nature. As a result, the
earnings and growth of BankAtlantic are significantly affected by interest rates, which are subject
to the influence of economic conditions generally, both domestic and foreign, and also to the
monetary and fiscal policies of the United States and its agencies, particularly the Federal
Reserve Board. The nature and timing of any changes in such policies or general economic conditions
and their effect on BankAtlantic are unpredictable. Changes in interest rates can impact
BankAtlantics net interest income as well as the valuation of its assets and liabilities.
BankAtlantics interest rate risk position did not significantly change during the three months
ended March 31, 2010. For a discussion on the effect of changing interest rates on BankAtlantics
earnings during the three months ended March 31, 2010, see Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations Net Interest Income.
|
|
|
Item 4. |
|
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)).
Based on this evaluation, our principal executive officer and principal financial officer concluded
that our disclosure controls and procedures (as defined in Rule 13a-15(e) Exchange Act) were
effective as of March 31, 2010 to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and
reported, within the time periods specified in the SECs rules and forms and (ii) is accumulated
and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during
the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
44
BankAtlantic Bancorp, Inc. and Subsidiaries
PART II OTHER INFORMATION
There have been no material changes from the risk factors disclosed in the Risk Factors
section of the Companys Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
Exhibit 31.1
|
|
Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
Exhibit 31.2
|
|
Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
Exhibit 32.1
|
|
Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 |
|
|
|
Exhibit 32.2
|
|
Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 |
Signatures
Pursuant to the requirements 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.
|
|
May 13, 2010 |
|
By: |
/s/ Alan B. Levan
|
|
Date |
|
|
Alan B. Levan |
|
|
|
|
Chief Executive Officer/
Chairman/President |
|
|
|
|
|
|
May 13, 2010 |
|
By: |
/s/ Valerie C. Toalson
|
|
Date |
|
|
Valerie C. Toalson |
|
|
|
|
Executive Vice President,
Chief Financial Officer |
|
|
45