Amendment No. 1

10-Q/A 1 d10qa.htm AMENDMENT NO. 1 Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2002

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-13921

BankUnited Financial Corporation

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

65-0377773

(I.R.S. Employer

Identification Number)

255 Alhambra Circle, Coral Gables 33134

(Address of principal executive offices) (Zip Code)

(305) 569-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

The number of shares outstanding of the registrant’s common stock at the close of business on May 16, 2003 was 25,093,569 shares of Class A Common Stock, $.01 par value, and 536,562 shares of Class B Common Stock, $.01 par value.

This Form 10-Q/A contains 21 pages.

The Index to Exhibits appears on page 21.

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

FORM 10-Q/A REPORT FOR THE QUARTER ENDED DECEMBER 31, 2002

TABLE OF CONTENTS

		Page No.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		3

Signatures and Certifications		18

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis and the related financial data present a review of BankUnited’s consolidated operating results for the three-month periods ended December 31, 2002 and 2001 and consolidated financial condition as of December 31, 2002. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in BankUnited’s Annual Report on Form 10-K for the year ended September 30, 2002.

This Quarterly Report on Form 10-Q/A contains forward-looking statements. Such forward-looking statements are within the meaning of that term in 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”). Words and phrases such as: “will likely result,” “expect,” “will continue,” “anticipate,” “estimate,” “project,” “believe,” “intend,” “should,” “may,” “can,” “plan,” “target” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, discussions concerning:

•

Projections of revenues, expenses, income, earnings per share, margin, asset growth, loan production, deposit growth, and other performance measures;

•

Expansion of operations, including branch openings, entrance into new markets, development of products and services and plans for new marketing strategies; and

•

Discussions on the outlook of the economy.

BankUnited cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and are not historical facts. Actual results may differ materially from the results discussed in these forward looking statements due to the following factors, among other things: general economic conditions, either nationally or regionally; changes or fluctuations in the interest rate environment; a deterioration in credit quality and/or a reduced demand for credit; reduced deposit flows and loan demand; competition from other financial services companies in our markets; legislative or regulatory changes, including changes in accounting standards, guidelines and policies; changes in the regulation of financial services companies; the issuance of additional equity or debt securities; the concentration of operations in south Florida, if the Florida economy or real estate values decline; and the threat and impact of war and terrorism. BankUnited cautions that the foregoing factors are not exclusive. BankUnited does not undertake, and specifically disclaims any obligations, to publicly release the result of any updates which might be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Critical Accounting Policies

BankUnited’s financial position and results of operations are impacted by management’s application of accounting policies involving judgments made to arrive at the carrying value of certain assets. Management’s greatest challenge in implementing its policies is the need to make estimates about the effect of matters that are inherently less than certain. Critical accounting policies applied by BankUnited are those that relate to the loan portfolio, which includes the allowance for loan losses and the valuation of mortgage servicing rights pertaining to the sale of, or securitization of mortgage loans. A variety of estimates impact the carrying value of the loan portfolio, including the amount of the allowance for loan losses, the placement of loans on non-accrual status, and the valuation of loans held for sale.

For a more detailed discussion on these critical accounting policies, see “Critical Accounting Policies” on page 21 of BankUnited’s Annual Report on Form 10-K for the year ended September 30, 2002.

Accounting Pronouncements Not Yet Adopted

SFAS No. 148

In December of 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock Based Compensation—Transition and

Disclosure”. Under SFAS No. 148, alternative methods of transition are provided for a voluntary change to the fair-value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS 123, “Accounting for Stock Based Compensation” to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

For the impact that SFAS No. 148 will have on BankUnited, see Note 9. Impact of Accounting Pronouncements to the Accompanying Condensed Notes to Consolidated Financial Statements.

Recent Developments

On February 3, 2003, BankUnited announced the addition of Sharon A. Brown as an independent member of its Board of Directors. Ms. Brown will serve on the Audit Committee and will qualify as an “audit committee financial expert” in compliance with rules adopted by the Securities and Exchange Commission.

BankUnited announced on February 3, 2003 that it would be added to the S&P Small Cap 600 GICS (Global Industry Classification Standard) Banks sub-industry after the close of trading on Tuesday, February 4, 2003. The S&P SmallCap 600 Index consists of 600 domestic stocks chosen for market size, liquidity and industry group representation.

RESULTS OF OPERATIONS

For the Three Months Ended December 31, 2002 Compared to the Same Period in 2001

General

Net income was $8.8 million for the three months ended December 31, 2002 compared to $6.9 million for the same period in 2001. Basic and diluted earnings per share for the quarter was $0.34 and $0.32, respectively, versus $0.27 and $0.26, respectively, for the same period in 2001. This improvement reflects an increase in net interest income of $2.0 million, a reduction in the provision for loan losses of $1.7 million, and an increase in non-interest income of $1.2 million. These were partially offset by an increase in non-interest expense of $1.7 million and an increase of $1.3 million in the provision for income taxes.

Analysis of Net Interest Income

The following discussion of net interest income should be reviewed in conjunction with the Yields Earned and Rates Paid and Rate/Volume Analysis tables.

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. The following table sets forth certain information relating to the categories of BankUnited’s interest-earning assets and interest-bearing liabilities for the periods indicated. All yield and rate information is calculated on an annualized basis by dividing the annualized interest income or expense for the period by the average balance of the appropriate balance sheet item during the period. Net interest margin is calculated by dividing annualized net interest income by each category of average interest-earning assets. Non-accrual loans are included in asset balances for the appropriate period, whereas recognition of interest on such loans is discontinued and any remaining accrued interest receivable is reversed, in conformity with Generally Accepted Accounting Principles and regulatory requirements. The yields and net interest margins have been calculated on a pre-tax basis.

Yields Earned and Rates Paid

	For the Three Months Ended December 31,
	2002							2001
	Average Balance			Interest		Yield/ (1) Rate		Average Balance			Interest		Yield/ (1) Rate
	(Dollars in thousands)
Interest-earning assets:
Loans receivable, net(2)	$	4,030,151		$	61,213	6.07	%	$	3,869,467		$	66,087	6.82	%
Mortgage-backed securities		1,206,202			13,671	4.53	%		880,357			13,452	6.11	%
Short-term investments(3)		13,936			117	3.28	%		12,287			151	4.81	%
Long-term investments and FHLB stock(4)		258,361			3,259	5.03	%		204,081			2,955	5.78	%

Total interest-earning assets	$	5,508,650			78,260	5.67	%	$	4,966,192		$	82,645	6.65	%

Interest-bearing liabilities:
NOW/Money Market		499,852			1,517	1.20	%		325,801			1,158	1.41	%
Savings		735,659			4,071	2.20	%		664,465			5,157	3.08	%
Certificates of deposit		1,745,690			17,056	3.88	%		1,746,174			22,606	5.14	%
Trust Preferred Securities(5)		265,128			4,876	7.36	%		206,559			4,929	9.55	%
Senior notes		200,000			2,815	5.63	%		200,000			2,831	5.66	%
FHLB advances and other borrowings		1,843,072			20,317	4.31	%		1,622,861			20,404	4.92	%

Total interest-bearing liabilities	$	5,289,401			50,652	3.78	%	$	4,765,860		$	57,085	4.73	%

Excess of interest-earning assets over interest-bearing liabilities	$	219,249						$	200,332

Net interest income				$	27,608						$	25,560

Interest rate spread						1.89	%						1.92	%

Net interest margin						2.04	%						2.11	%

Ratio of interest-earning assets to interest-bearing liabilities		104.15	%						104.20	%

(1)

The yields and rates along with the corresponding interest rate spread and net interest margin represent the yields earned and rates paid on BankUnited’s interest-earnings assets and interest-bearing liabilities, respectively, during the three-month periods ended December 31, 2002 and 2001 and do not include any estimates of the effect that accelerated amortization of purchased premiums would have on the yields earned.

(2)

Includes average non-accruing loans of $29.5 million and $29.2 million for the three months ended December 31, 2002 and 2001, respectively.

(3)

Short-term investments include FHLB overnight deposits, federal funds sold, and securities purchased under agreements to resell.

(4)

Long-term investments include agency securities, and trust preferred securities by other issuers.

(5)

Interest and rates include the effect of interest rate swaps. For more information see Note (7) Accounting for Derivatives and Hedging Activities to the Accompanying Condensed Notes to Consolidated Financial Statements.

Rate/Volume Analysis

The following table presents, for the periods indicated, the changes in interest income and the changes in interest expense attributable to the changes in interest rates and the changes in the volume of interest-earning assets and interest-bearing liabilities. For each category of interest-earning assets and interest-bearing liabilities, information is provided on the changes attributable to: (i) changes in volume (change in volume multiplied by prior year rate); (ii) changes in rate (change in rate multiplied by prior year volume); (iii) changes in rate/volume (change in rate multiplied by change in volume); and (iv) total changes in rate and volume.

	Three Months Ended December 31, 2002 vs. 2001
	Increase (Decrease) Due to									Total Increase (Decrease)
	Changes in Volume			Changes in Rate			Changes in Rate/ Volume			Total Increase (Decrease)
	(In thousands)
Interest income attributable to:
Loans receivable, net	$	2,740		$	(7,255	)	$	(359	)	$	(4,874	)
Mortgage-backed securities		4,977			(3,477	)		(1,279	)		221
Short-term investments(1)		20			(47	)		(7	)		(34	)
Long-term investments and FHLB stock(2)		784			(383	)		(99	)		302

Total interest-earning assets		8,521			(11,162	)		(1,744	)		(4,385	)

Interest expense attributable to:
NOW/Money Market		613			(171	)		(83	)		359
Savings		548			(1,462	)		(172	)		(1,086	)
Certificates of deposit		(6	)		(5,500	)		(44	)		(5,550	)
Trust Preferred Securities		1,398			(1,131	)		(320	)		(53	)
FHLB advances and other borrowings		2,709			(2,490	)		(322	)		(103	)

Total interest-bearing liabilities		5,262			(10,754	)		(941	)		(6,433	)

Increase in net interest income	$	3,259		$	(408	)	$	(803	)	$	2,048

(1)

Short-term investments include FHLB overnight deposits, federal funds sold, and securities purchased under agreements to resell.

(2)

Long-term investments include agency securities, and trust preferred securities by other issuers.

Although interest income decreased by $4.4 million for the three months ended December 31, 2002, net interest income increased by $2.0 million compared with the same period in 2001.

The additional growth in our loan portfolio for the three months ended December 31, 2002 compared to the same period in 2001 generated enough interest income for BankUnited to offset the margin compression experienced during the quarter. The result was an increase in net interest income of $2.0 million for BankUnited for the three months ended December 31, 2002 compared to 2001. The majority of the growth in the portfolio during the three months ended December 31, 2002 came from residential loan production which increased by 24% compared to 2001, not including specialty consumer mortgage loans. Additional growth was experienced in consumer lending, including specialty consumer mortgage loans originated through the branch network. Consumer loan production increased by 17% to $130 million for the three months ended December 31, 2002 compared to 2001.

The current interest rate environment stimulated an increase in prepayments on residential mortgage loans of $105 million or 44% during the quarter versus 2001, causing yields on assets to decline faster than BankUnited could competitively re-price liabilities. Additionally, as previously announced, by continuing to allow its purchased mortgage loan portfolio to run-off, these balances decreased by $632 million, or 55% to $524 million. As a result, BankUnited’s margin dropped by 7 basis points to 2.04% for the three months ended

December 31, 2002, compared to 2.11% for the same period in 2001. In an anticipation of additional run-off resulting from external pressures, BankUnited added a net of $641 million of mortgage-backed securities with a more favorable spread to its portfolio during the three months ended December 31, 2002.

Analysis of Non-Interest Income and Expenses

	For the Three Months Ended December 31,
	2002		2001		Change
	(Dollars in thousands)
Non-interest income:
Service fees on loans	$	252	$	421	$	(169	)	(40.1	%)
Service fees on deposits		1,029		816		213		26.1	%
Service fees other		292		202		90		44.6	%
Net gain on sale of investments and mortgage-backed securities		597		830		(233	)	(28.1	%)
Net gain on sale of loans and other assets		2,066		591		1,475		249.6	%
Insurance and investment services income		694		922		(228	)	(24.7	%)
Other		810		731		79		10.8	%

Total non-interest income	$	5,740	$	4,513	$	1,227		27.2	%

	For the Three Months Ended December 31,
	2002		2001		Change
	(Dollars in thousands)
Non-interest expenses:
Employee compensation and benefits	$	8,661	$	6,778	$	1,883		27.8	%
Occupancy and equipment		2,948		2,624		324		12.3	%
Telecommunications and data processing		1,210		1,007		203		20.2	%
Advertising and promotion expense		1,187		1,555		(368	)	(23.7	%)
Professional fees-legal and accounting		1,147		1,015		132		13.0	%
Loan servicing expense		485		923		(438	)	(47.5	%)
Insurance		280		248		32		12.9	%
Other operating expenses		2,317		2,325		(8	)	(0.3	%)

Total non-interest expenses	$	18,235	$	16,475	$	1,760		10.7	%

Non-interest income

The increase in non-interest income of $1.2 million for the three months ended December 31, 2002 compared to the same period in 2001 was due in large part to net gains resulting from the sale of assets. BankUnited sold mortgage assets originated for sale, including loans and securitized loans, during the three months ended December 31, 2002, resulting in net gains of $1.2 million, an increase of $646 thousand over the same period in 2001. BankUnited also sold equity securities during the three months ended December 31, 2002, resulting in net gains of $1.4 million, an increase of $581 thousand over the same period in 2001. The low interest rate environment has resulted in a decrease in service fees on loans of $169 thousand, or 40.1% resulting mostly from prepayments, and has stemmed our ability to generate income from the sale of insurance and investment services causing non-interest income generated from those activities to decline by $228 thousand or 24.7%. The increase in service fees on deposit reflects the increase in core deposits over the past twelve months ending December 31, 2002.

Non-interest expenses

Non-interest expenses increased by $1.8 million for the three months ended December 31, 2002 compared to the same period in 2001. As BankUnited continues to expand its operations, it is expected that non-interest expenses will increase from one year to the next. The biggest portion of the increase for the three months ended December 31, 2002 was $1.8 million in employee compensation and benefits. There were 689 full-time equivalent employees as of December 31, 2002 compared to 580 as of December 31, 2001. The increase in

employees was as follows: residential lending 47%, consumer (including branch network) 28%, and operations and support 25%. Loan servicing expense, for loans purchased by BankUnited in previous years, that are owned by BankUnited but serviced by others, decreased by $438 thousand during the three months ended December 31, 2002 compared to the same period in 2001, reflecting prepayments during the past several months in response to lower interest rates. Loan servicing expense will continue to decline since BankUnited no longer purchases loans in the secondary market.

For the Three Months Ended December 31, 2001 Compared to the Same Period in 2000

The following discussion presents a review of the consolidated operating results of BankUnited for the three-month periods ended December 31, 2001 and 2000.

Net interest income before provision for loan losses was $25.6 million for the three months ended December 31, 2001, a $7.6 million, or 42.5%, increase over $17.9 million for the same period in 2000. The total increase of $7.6 million is comprised of three components: an increase of $4.7 million due to changes in volume of average interest-earning assets and interest-bearing liabilities, an increase of $2.4 million due to changes in yields earned on interest-earning assets and rates paid on interest-bearing liabilities, and an increase of $0.5 million related the changes in Rate/Volume (see the definition of changes in Rate/Volume provided in the Rate/Volume Analysis table).

The average balance of interest-earning assets increased by $757.6 million for the three months ended December 31, 2001, compared to the same period in the prior year. The average balance of interest-bearing liabilities increased by $688.1 million for the three months ended December 31, 2001, compared to the same period in the prior year. The increase in average interest-earning assets generated $13.8 million of additional interest income while the increase in average interest-bearing liabilities generated only $9.1 million of additional interest expense, resulting in an increase of $4.7 million of net interest income due to changes in volume. In addition, the ratio of average interest-earning assets over interest-bearing liabilities for the three months ended December 31, 2001 was 104.20%, an improvement from 103.21% for the same period in the prior year. This increase in this ratio contributed to the 35 basis point expansion in our net interest margin from 1.76% for the three months ended December 31, 2000 to 2.11% for the same period in 2001.

Another factor which contributed to the improvement of our net interest margin was the increase in interest rate spread of 35 basis points from 1.57% during the three months ended December 31, 2000 to 1.92% for the same period in 2001. This increase in interest rate spread resulted in an increase in net interest income of $2.4 million due to changes in rates. The improvement in the interest rate spread, in an environment of declining interest rates, is reflective of BankUnited’s asset management strategy to improve yields on assets and decrease rates paid on liabilities.

Interest Income—Interest income increased by $2.1 million, or 2.6%, to $82.6 million for the three months ended December 31, 2001, compared to $80.5 million for the same period in the prior year. This net increase is the result of increases of $13.8 million due to changes in volume, offset by decreases of $9.5 million and $2.2 million due to changes in rate and changes in rate/volume, respectively.

The majority of the volume-related changes stem from increases in the average balances of mortgage-backed securities, loans, and long-term investments, which increased interest income by $8.9 million, $3.8 million and $1.7 million, respectively, for the three months ended December 31, 2001 compared to the same period in the prior year. Slightly offsetting the impact of these increases in average balances are decreases in the average balances of short-term investments and tax certificates, which decreased interest income by $0.6 million in the aggregate.

The majority of rate-related changes stem from the decrease in yield on loans of 86 basis points from 7.68% for the three months ended December 31, 2000 to 6.82% for the same period in 2001. This decrease in yield on loans reduced interest income by $7.9 million for the three months ended December 31, 2001 compared to the same period in the prior year. The yield also decreased on mortgage-backed securities and short-term and long-term investments, reducing interest income by $1.0 million, $0.3 million and $0.6 million, respectively, for the

three months ended December 31, 2001 compared to the same period in the prior year. Slightly offsetting the impact of decreases in yield on interest income was an increase in yield on tax certificates, which increased interest income by $0.2 million.

Interest Expense—Interest expense decreased by $5.5 million, or 8.8%, to $57.1 million for the three months ended December 31, 2001, compared to $62.6 million for the same period in the prior year. This net decrease is the result of increases of $9.1 million due to changes in volume, offset by decreases of $11.9 million and $2.7 million due to changes in rate and changes in rate/volume, respectively.

The majority of the volume-related changes stem from increases in average FHLB advances and other borrowings, which increased interest expense by $8.3 million, and savings, which increased interest expense by $4.3 million, for the three months ended December 31, 2001 compared to the same period in the prior year. Offsetting the impact of increases in average balances of those liabilities on interest expense, are decreases in the average balance of certificates of deposit, which decreased interest expense by $3.7 million. BankUnited no longer invests in tax certificates. The increase in yield on tax certificates reflects the increase in redemptions of deeds and certificates as we liquidate that portfolio.

The rate-related changes stem from the decrease in rates paid on all liabilities, from 6.07% for the three months ended December 31, 2000 to 4.73% for the same period in 2001. The most significant improvement came from a decrease in rates paid on certificates of deposits, which changed from 6.36% for the three months ended December 31, 2000 to 5.14% for the same period in 2001. This improvement of 122 basis points reduced the cost of funds by $6.0 million. The decrease in rates paid on FHLB advances and other borrowings of 119 basis points from 6.11% for the three months ended December 31, 2000 to 4.92% for the same period in 2001 reduced the cost of funds by $3.2 million. Additional reductions in the cost of funds came from the decrease in rates paid on NOW/Money Market and savings accounts of 142 basis points and 196 basis points, respectively, in the three-month period ended December 31, 2001 compared to the same period in 2000. The decrease in rates paid reduced the cost of funds for NOW/Money Market and savings accounts by $1.0 million and $1.6 million, respectively, for the three months ended December 31, 2001 compared to the same period in 2000.

Provision for loan losses—The provision for loan losses was $3.0 million for the three months ended December 31, 2001, an increase of $1.8 million or 150.0% from $1.2 million for the same period in the prior year. This increase in provision was necessary to bring the allowance back up to levels management deemed adequate to cover probable inherent loan losses following the charge off of loans during the three months ended December 31, 2001 of $1.2 million. The additional $0.6 million increase reflects the general increase in loans due to increased production as well as the increase in non-performing loans.

Non-interest income

Non-interest income was $4.5 million for the three months ended December 31, 2001, an increase of $2.4 million, or 118.4% from $2.1 million for the same period in the prior year. The majority of this increase was from realized gains of $0.8 million on the sale of equity securities, gains on the securitization and sale of residential mortgage loans of $0.4 million, and realized gains of $0.2 million from the sale of loans. There were no sales of investment securities or securitization and sales of residential mortgage loans during the three months ended December 31, 2000. Loan sales during the three months ended December 31, 2000 resulted in $43,000 of realized gains. Insurance commissions increased by $0.5 million, or 125.0% to $0.9 million for the three months ended December 31, 2001 compared to $0.4 million for the same period in the prior year. This increase reflected the further development of operations conducted by BankUnited Financial Services Incorporated, formerly called BUFC Financial Services, Incorporated (“BUFC”), a wholly owned operating subsidiary of BankUnited organized for the purpose of selling insurance and securities products. Other increases included the increase in the cash surrender value of bank owned life insurance of $0.5 million and an increase in credit life income of $0.1 million, which was also part of BUFC operations.

Slightly offsetting these increases was a decrease in service charges of $0.2 million, or 10.3%, for the three months ended December 31, 2001 compared to the same period in the prior year.

Non-interest expense

Non-interest expense was $16.5 million for the three months ended December 31, 2001, an increase of $3.6 million, or 27.9%, from $12.9 million for the same period in the prior year. The majority of the increases stemmed from expanding the Bank’s operations, which resulted in additional expenses for employee compensation of $1.6 million, occupancy and equipment of $0.5 million, telecommunications of $0.3 million and loan closing fees of $0.4 million. In addition, there were increases in advertising and promotion expense of $0.8 million, and legal and professional expenses of $0.1 million. These increases were offset by decreases in amortization expense of goodwill of $0.4 million (in accordance with a newly issued accounting pronouncement adopted by BankUnited on October 1, 2001), and loan servicing expenses of $0.4 million.

BankUnited’s ability to increase non-interest income by 118.4%, while increasing non-interest expense by 27.4% reduced the efficiency ratio to 54.8% for the three-month period ended December 31, 2001, compared to 64.7% for the same period in the prior year.

LIQUIDITY

BankUnited’s objective in managing liquidity is to meet all cash flow requirements including those from operating activities, customer demands on deposits and debt obligations, in a cost-effective manner. This is achieved through the implementation of BankUnited’s Asset/Liability Management Policy, which also strives to maintain earnings performance consistent with long-term goals and within acceptable levels of risk, while satisfying regulatory capital requirements. For information on the capital requirements that must be maintained by BankUnited, see Note 5. Regulatory Capital to the Accompanying Condensed Notes to Consolidated Financial Statements.

In managing liquidity, BankUnited analyzes various sources of short-term funding used to meet short-term demands. In addition to funds provided by operating activities, BankUnited also relies on funds provided by both investing and financing activities. Funds provided by investing activities include: proceeds from the sale of and/or maturities of investments, mortgage-backed securities, and securitized loans. Funds provided by financing activities include: deposits from customers, advances from the FHLB, proceeds from securities sold under agreements to repurchase and other borrowings, issuances of Trust Preferred Securities, and issuance of stock.

Cash used in operating activities for the three months ended December 31, 2002 was $185 million, which includes the funding of loans originated for sale of $220 million offset by proceeds from the sale of loans of $40 million.

Significant sources of funds provided by investing and financing activities during the three months ended December 31, 2002 include: repayments on loans of $570 million, proceeds from repayments of mortgage-backed securities of $244 million, proceeds from the sale of investments and mortgage-backed securities of $180 million, $191 million from an increase in other borrowings, $50 million from an increase in deposits, and $34 million from the issuance of Trust Preferred Securities.

Significant uses of funds in investing and financing activities for the three months ended December 31, 2002 include: $846 million for the purchase of mortgage-backed and investment securities available for sale, $563 million used to fund loans held for investment, and $20 million for the purchase of additional bank-owned life insurance.

In its continuous effort to reduce the cost of funds, BankUnited may consider calling some of the outstanding trust preferred securities issued by its trust subsidiaries and replace them with lower cost funding.

As of December 31, 2002, BankUnited had $588 million in investments and mortgage-backed securities pledged against securities sold under agreements to repurchase with an outstanding balance of $546 million.

BankUnited is not aware of any events, or uncertainties, which may impede liquidity in the short or long-term.

FINANCIAL CONDITION

The following is a discussion of significant changes from September 30, 2002 to December 31, 2002 in the Statement of Financial Condition. For a discussion of changes in cash and cash equivalents, see LIQUIDITY.

Assets

Investments available for sale—Investments available for sale increased by $28 million, or 16.6%, to $200 million at December 30, 2002. This increase is the net result of $67 million in purchases, offset by $40 million in sales. The sales resulted in net gains of $1.4 million from the sale of equity securities.

Mortgage-backed securities available for sale—Mortgage-backed securities available for sale increased by $641 million, or 56.4%, to $1.7 billion at December 30, 2002. This net increase is primarily the result of purchases of $881 million, including $102 million pending settlement, and securitizations of $150 million, offset by repayments of $244 million, and sales of $140 million, most of which resulted from loans which we securitized. The sales resulted in net losses of $833 thousand. In addition, there were reductions due to the amortization of premiums and discounts of $2.6 million, and unrealized losses of $2.6 million.

Loans—Loans receivable, net (including loans held for sale) increased by $14.9 million. This net increase is primarily the result of funding loans in the amount of $781 million, offset by repayments of $574 million, securitizations of $150 million, and sales proceeds of $42 million. The sales resulted in net gains of $2.1 million.

Bank-owned life insurance—Bank-owned life insurance increased by $21 million due to additional purchases of coverage under the policies of $20 million and an increase in the cash surrender value of $700 thousand. In addition to increasing coverage for new employees, BankUnited purchases additional coverage for existing employees as an effective means of reducing the projected cost of the Bank’s benefit plan.

Liabilities

Deposits—Deposits grew by $50 million to $3 billion as of December 31, 2002. Certificates of deposit grew by $40 million and core deposits by $10 million. Most notable, is the increase in non-interest bearing deposits of 11%, or $13 million.

Securities sold under agreements to repurchase—Securities sold under agreements to repurchase increased by $191 million to reach $546 million as of December 31, 2002. BankUnited utilized these borrowings to fund the purchase of mortgage-backed securities.

Trust Preferred Securities—Trust Preferred Securities increased by $36 million, or 14.3%, to $290 million at December 31, 2002. The net increase of $36 million is primarily the result of $34 million of net proceeds received from the issuance and sales of Trust Preferred Securities by BankUnited Statutory Trust IV and BankUnited Statutory Trust V (see note 3 of the Accompanying Condensed Notes to Consolidated Financial Statements). In addition, an increase of $1.8 million resulted from a fair value adjustment as required by Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.” See Note 7 Accounting for Derivatives and Hedging Activities to the Accompanying Condensed Notes to Consolidated Financial Statements for a description of this transaction.

Asset Quality

Non-performing assets as of December 31, 2002 were $33.3 million, which represents an increase of $1.6 million, or 5.1%, from $31.7 million as of September 30, 2002.

The following table sets forth information concerning BankUnited’s non-performing assets at December 31, 2002 and September 30, 2002.

	December 31, 2002			September 30, 2002
	(Dollars in thousands)
Non-accrual loans	$	28,834		$	27,664
Restructured loans		313			315
Loans past due 90 days and still accruing(1)		294			—

Total non-performing loans		29,441			27,979
Non-accrual tax certificates		628			696
Real estate owned		3,239			3,003

Total non-performing assets	$	33,308		$	31,678

Allowance for losses on tax certificates	$	686		$	771
Allowance for loan losses		20,853			20,293

Total allowance	$	21,539		$	21,064

Non-performing assets as a percentage of total assets		0.52	%		0.53	%
Non-performing loans as a percentage of total loans		0.73	%		0.70	%
Allowance for loan losses as a percentage of total loans		0.52	%		0.51	%
Allowance for loan losses as a percentage of non-performing loans		70.83	%		72.53	%
Total allowance as a percentage of non-performing assets		64.67	%		66.49	%
Net annualized year-to-date charge-offs as a percentage of average total loans		0.07	%		0.12	%

(1)

Consists primarily of loans guaranteed by the Federal Housing Authority (“FHA”).

BankUnited’s allowance for loan losses is established and maintained based upon management’s evaluation of the risks inherent in BankUnited’s loan portfolio, including the economic trends and other conditions in specific geographic areas as they relate to the nature of BankUnited’s portfolio.

The following table sets forth the change in BankUnited’s allowance for loan losses for the three months ended December 31, 2002 and 2001.

	For the Three Months Ended
	December 31, 2002			December 31, 2001
	(In thousands)
Allowance for loan losses, balance (at beginning of period)	$	20,293		$	15,940
Provision for loan losses		1,300			2,950
Loans charged off:
One-to-four family residential mortgages		(81	)		(72	)
Commercial real estate		—			—
Construction		—			—
Commercial business		(637	)		(1,014	)
Consumer		(33	)		(164	)

Total loans charged off		(751	)		(1,250	)

Recoveries:
One-to-four family residential mortgages		—			—
Commercial real estate		—			—
Construction		—			—
Commercial business		5			38
Consumer		6			6

Total recoveries		11			44

Allowance for loan losses, balance (at end of period)	$	20,853		$	17,684

The following table sets forth BankUnited’s allocation of the allowance for loan losses by category as of December 31, 2002 and September 30, 2002.

	December 31, 2002		September 30, 2002
	(In thousands)
Balance at the end of the period applicable to:
One-to-four family residential mortgages	$	4,713	$	4,096
Multi-family residential mortgages		350		281
Commercial real estate		5,083		3,834
Construction		1,199		1,007
Land		840		746
Commercial business		4,118		5,420
Consumer		2,220		2,094
Unallocated		2,330		2,815

Total allowance for loan losses	$	20,853	$	20,293

Loan Portfolio

The following table sets forth the composition of BankUnited’s loan portfolio, including loans held for sale, at December 31, 2002 and September 30, 2002.

	December 31, 2002					September 30, 2002
	Amount			Percent of Total(1)		Amount			Percent of Total(1)
	(Dollars in thousands)
Mortgage loans:
One-to-four family residential mortgages	$	3,114,523		83.8	%	$	3,096,312		83.4	%
Multi-family residential mortgages		30,399		0.8	%		25,456		0.7	%
Commercial real estate		182,981		4.9	%		183,311		4.9	%
Construction		111,072		3.0	%		98,697		2.7	%
Land		34,815		1.0	%		27,636		0.7	%

Total mortgage loans		3,473,790		93.5	%		3,431,412		92.4	%

Other loans:
Commercial business		127,582		3.4	%		168,679		4.5	%
Consumer(2)		103,582		2.8	%		103,118		2.8	%

Total other loans		231,164		6.2	%		271,797		7.3	%

Total loans		3,704,954		99.7	%		3,703,209		99.7	%
Unearned discounts, premiums and deferred loan fees, net		31,303		0.9	%		30,449		0.8	%
Allowance for loan losses		(20,853	)	(0.6	)%		(20,293	)	(0.5	%)

Loans held for investment, net	$	3,715,404		100.0	%	$	3,713,365		100.0	%

Mortgage loans held for sale		291,594					278,759

Total loans, net	$	4,006,998				$	3,992,124

(1)

Percent of Total is calculated using “Loans held for investment, net” in the denominator.

(2)

Specialty consumer mortgages originated through our branch network are included in one-to-four family residential loans in table above.

Securities Portfolio

Investments

Presented below is an analysis of investments designated as available for sale.

	December 31, 2002
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
U.S. government agency securities	$	53,013	$	897	$	(189	)	$	53,721
Equity securities		130		30		—			160
Trust preferred securities of other issuers		70,853		1,868		(1,804	)		70,917
Other(1)		74,331		848		(17	)		75,162

Total	$	198,327	$	3,643	$	(2,010	)	$	199,960


	September 30, 2002
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
U.S. government agency securities	$	53,082	$	65	$	(387	)	$	52,760
Equity securities		4,242		132		(216	)		4,158
Trust preferred securities of other issuers		58,875		2,621		(1,386	)		60,110
Other(1)		53,829		801		(73	)		54,557

Total	$	170,028	$	3,619	$	(2,062	)	$	171,585

(1)

Other includes mutual funds, preferred stock of FHLMC, and bonds.

Investment securities available for sale at December 31, 2002, by contractual maturity, are shown below.

	Available for sale
	Amortized Cost		Fair Value
	( In thousands)
Due in one year or less	$	3,069	$	3,144
Due after one year through five years		2,994		3,015
Due after five years through ten years		78,276		79,789
Due after ten years		113,858		113,852
Equity securities		130		160

Total	$	198,327	$	199,960

Mortgage-Backed Securities

Presented below is an analysis of mortgage-backed securities designated as available for sale.

	December 31, 2002
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
GNMA mortgage-backed securities	$	51,115	$	3,047	$	—		$	54,162
FNMA mortgage-backed securities		407,801		12,388		—			420,189
FHLMC mortgage-backed securities		180,355		5,245		—			185,600
Collateralized mortgage obligations(1)		160,221		445		—			160,666
Mortgage pass-through certificates		954,540		3,932		(841	)		957,631

Total	$	1,754,032	$	25,057		$(841)		$	1,778,248

(1)

Includes $102,305 of securities purchased in December 2002 which do not earn interest until settlement date on January 31, 2003.

	September 30, 2002
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
GNMA mortgage-backed securities	$	61,804	$	3,311	$	—	$	65,115
FNMA mortgage-backed securities		335,755		10,887		—		346,642
FHLMC mortgage-backed securities		176,426		4,951		—		181,377
Collateralized mortgage obligations		91,819		1,618		—		93,437
Mortgage pass-through certificates		444,022		6,041		—		450,063

Total	$	1,109,826	$	26,808	$	—	$	1,136,634

Mortgage-backed securities available for sale at December 31, 2002, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for sale
	Amortized Cost		Fair Value
	(In thousands)
Due in one year or less	$	55	$	56
Due after one year through five years		581		602
Due after five years through ten years		7,387		7,607
Due after ten years		1,746,009		1,769,983

Total	$	1,754,032	$	1,778,248

When BankUnited securitizes residential mortgage loans, it retains servicing rights and securities, which are considered retained interests in the securitized loans. Gain or loss on the sale of the receivables depends in part on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the retained interest based on their relative fair value at the date of the transfer. Fair value is derived from current market information and assumptions for similar products. The investors in the securitized assets have no recourse to BankUnited for failure of debtors to pay when due.

During the three months ended December 31, 2002, BankUnited securitized $150 million of residential mortgage loans. These loans were securitized with FNMA and FHLMC and transferred into BankUnited’s mortgage-backed securities available for sale portfolio. During the same period BankUnited sold $140.9 million of securitized loans, recognizing net gains of $992 thousand. In connection with the sale of the securitized loans during the three months ended December 31, 2002, BankUnited retained mortgage servicing rights with a fair value of $2.6 million. At December 31, 2002, retained interests of BankUnited from securitized loans had a fair value of $90.9 million.

In these securitization transactions, with the exception of loans serviced by others, BankUnited retains servicing responsibilities. BankUnited receives annual servicing fees approximating 0.25% of the outstanding receivable balance.

The value of the retained interest is subject to prepayment risk on the transferred financial assets, and the general level of interest rates. At December 31, 2002, key economic assumptions and the sensitivity of the current fair value of securities remaining from securitizations to immediate 10% and 20% adverse changes in those assumptions are as follows:

	Retained Securities
	(Dollars in thousands)
Carrying amount (fair value) of retained securities	$	90,939
Weighted average life in years		1.9
Annual prepayment assumption		14.25	%
Impact on fair value of 10% adverse change	$	(435	)
Impact on fair value of 20% adverse change	$	(768	)
Annual cash flow discount rate		2.67	%
Impact on fair value of 10% adverse change	$	(539	)
Impact on fair value of 20% adverse change	$	(1,105	)

Credit losses do not affect the valuation due to FNMA’s and FHLMC’s full guarantee to BankUnited for losses on loans collateralizing the securities.

The sensitivities presented above are hypothetical and are presented for informational purposes only. As the amounts indicate, the fair values due to a variation in any assumption generally cannot be extrapolated because the relationship of the change in any assumption to the change in fair value may not be linear. The effect of a change in a particular assumption on the fair value of the retained securities is calculated without considering the changes in other assumptions. However, changes in one assumption may result in changes in another.

The total principal amount of loans underlying the retained securities at December 31, 2002 was $86.5 million, none of which was 60 days or more past due. There were no credit losses during the three months ended December 31, 2002 from the loans underlying the retained securities outstanding at December 31, 2002.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

BANKUNITED FINANCIAL CORPORATION

/s/ Humberto L. Lopez

By:

Humberto L. Lopez

Senior Executive Vice President and Chief Financial Officer

Date: May 20, 2003

I, Alfred R. Camner, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of BankUnited Financial Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

Date: May 20, 2003

/s/ Alfred R. Camner

Alfred R. Camner

Chairman of the Board and

Chief Executive Officer

I, Humberto L. Lopez, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of BankUnited Financial Corporation;

Date: May 20, 2003

/s/ Humberto L. Lopez

Humberto L. Lopez

Senior Executive Vice President and

Chief Financial Officer

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES

FORM 10-Q/A FOR THE QUARTER ENDED DECEMBER 31, 2002

INDEX TO EXHIBITS

Exhibit No.		Numbered Page
99.1		Certifications of Chief Executive Officer and Chief Financial Officer.

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