FORM 10Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 34-027228 BankAtlantic Bancorp, Inc. (Exact name of registrant as specified in its Charter) Florida 65-0507804 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1750 East Sunrise Boulevard Ft. Lauderdale, Florida 33304 (Address of principal executive offices) (Zip Code) (954) 760-5000 (Registrant's telephone number, including area code) Not Applicable (Former name,former address and former fiscal year,if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of preferred and common stock as of the latest practicable date. Outstanding at Title of Each Class May 13, 1996 ------------------- ------------ Class A Common Stock, par value $0.01 per share 1,311,803 Class B Common Stock, par value $0.01 per share 10,616,953 BankAtlantic Bancorp, Inc. TABLE OF CONTENTS FINANCIAL INFORMATION Page Reference Financial Statements.................................. ....................... Consolidated Statements of Financial Condition - March 31, 1996 (Unaudited)and December 31, 1995............................................. 1 Consolidated Statements of Operations - Unaudited for the Three Month Ended March 31, 1996 and 1995.......................................... 2 Consolidated Statements of Cash Flows - Unaudited for the Three Months Ended March 31, 1996 and 1995...................................... 3 - 4 Notes to Consolidated Financial Statements - Unaudited................... 5 - 8 Management's Discussion and Analysis of Results of Operations and Financial Condition.................................................. 9 - 14 OTHER INFORMATION Exhibits and Reports on Form 8-K............................................. 15 Signatures................................................................... 16 [THIS PAGE INTENTIONALLY LEFT BLANK] BankAtlantic Bancorp, Inc. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION March 31, December 31, 1996 1995 ---- ---- (Unaudited) ASSETS (In thousands, except share data) Cash and due from depository institutions .....................................................$ 61,133 $ 69,867 Investment securities-net, held to maturity, at cost which approximates market value ........... 40,537 49,856 Loans receivable, net .......................................................................... 863,348 828,630 Debt securities available for sale, at market value ............................................ 559,775 691,803 Accrued interest receivable .................................................................... 13,950 14,553 Real estate owned, net ......................................................................... 6,737 6,279 Office properties and equipment, net ........................................................... 42,602 40,954 Federal Home Loan Bank stock, at cost which approximates market value .......................... 8,840 10,089 Mortgage servicing rights ...................................................................... 24,450 20,738 Deferred tax asset, net ........................................................................ 1,828 0 Cost over fair value of net assets acquired .................................................... 10,517 10,823 Other assets ................................................................................... 9,108 7,097 ----- ----- TOTAL ASSETS ...................................................................................$ 1,642,825 $ 1,750,689 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits .......................................................................................$ 1,323,229 $ 1,300,377 Advances from FHLB ............................................................................. 63,485 201,785 Federal funds purchased ........................................................................ 0 1,200 Securities sold under agreements to repurchase ................................................. 43,881 66,237 Subordinated debentures and note payable ....................................................... 21,000 21,001 Drafts payable ................................................................................. 546 796 Deferred tax liabilities, net .................................................................. 0 744 Advances by borrowers for taxes and insurance .................................................. 28,918 15,684 Other liabilities .............................................................................. 24,947 22,304 ------ ------ TOTAL LIABILITIES .............................................................................. 1,506,006 1,630,128 --------- --------- Commitments and contingencies STOCKHOLDERS' EQUITY: Preferred stock, $0.01 par value, 10,000,000 shares authorized: none issued and outstanding .. 0 0 Class A Common Stock, $0.01 par value, authorized 30,000,000 shares; issued and outstanding, 1,150,000 and 0 share.......................................................................... 11 0 Class B Common Stock, $0.01 par value, authorized 15,000,000 shares; issued and outstanding, 10,592,999 shares.............................................................................. 106 106 Additional paid-in capital ..................................................................... 64,685 48,905 Retained earnings .............................................................................. 70,003 65,817 ------ ------ Total stockholders' equity before net unrealized appreciation on debt securities available for sale - net of deferred income taxes ....................................................... 134,805 114,828 Net unrealized appreciation on debt securities available for sale - net of deferred income taxes 2,014 5,733 ----- ----- TOTAL STOCKHOLDERS' EQUITY ..................................................................... 136,819 120,561 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....................................................$ 1,642,825 $ 1,750,689 ============ =========== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED For the Three Months (In thousands, except share data) Ended March 31, - - --------------------------------- --------------- 1996 1995 ---- ---- Interest income: Interest and fees on loans ......................................... $ 20,333 $ 15,743 Interest on debt securities available for sale ..................... 10,500 1,400 Interest and dividends on investment securities .................... 1,259 3,242 Interest on mortgage-backed securities held to maturity ............ 0 10,067 ------ ------ Total interest income .............................................. 32,092 30,452 ------ ------ Interest expense: Interest on deposits ............................................... 12,379 10,333 Interest on advances from FHLB ..................................... 2,027 1,606 Interest on securities sold under agreements to repurchase ......... 718 3,714 Interest on subordinated debentures and other borrowings ........... 496 2 --- ------ Total interest expense ............................................. 15,620 15,655 ------ ------ Net interest income ................................................ 16,472 14,797 Provision for loan losses .......................................... 940 176 --- --- Net interest income after provision for loan losses ................ 15,532 14,621 ------ ------ Non-interest income: Loan servicing and other loan fees ................................. 838 975 Gains on sales of loans originated for resale ...................... 164 65 Unrealized gains on trading account securities ..................... 0 310 Gains on sales of debt securities available for sale ............... 2,292 0 Other .............................................................. 3,540 2,631 ----- ----- Total non-interest income .......................................... 6,834 3,981 ----- ----- Non-interest expense: Employee compensation and benefits ................................. 7,368 6,544 Occupancy and equipment ............................................ 2,785 2,594 Federal insurance premium .......................................... 591 687 Advertising and promotion .......................................... 507 612 Foreclosed asset activity, net ..................................... (162) (1,163) Amortization of cost over fair value of net assets acquired ........ 306 204 Other .............................................................. 3,120 2,397 ----- ----- Total non-interest expense ......................................... 14,515 11,875 ------ ------ Income before income taxes ......................................... 7,851 6,727 Provision for income taxes ......................................... 3,141 2,346 ----- ----- Net income ......................................................... 4,710 4,381 Dividends on non-cumulative preferred stock ........................ 0 220 ----- --- Net income available for common stockholders ....................... $ 4,710 $ 4,161 ============ ============ Income per common and common equivalent share ...................... $ 0.42 $ 0.39 Income per common and common equivalent share assuming full dilution $ 0.42 $ 0.39 ============ ============ Weighted average number of common and common equivalent shares outstanding .................................... 11,292,320 10,571,570 Weighted average number of common and common equivalent shares outstanding assuming full dilution ............ 11,327,570 10,571,570 See Notes to Consolidated Financial Statements - Unaudited CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED FOR THE THREE MONTHS ENDED MARCH 31, --------------- OPERATING ACTIVITIES: 1996 1995 ---- ---- Net income .................................................................. $ 4,710 $ 4,381 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses ................................................... 940 176 Provision for (reversal of) losses on real estate owned ..................... 0 (1,000) Depreciation ................................................................ 858 786 Amortization of mortgage servicing rights .................................. 1,500 1,015 Increase (decrease) in deferred income taxes ............................... (297) 175 Net amortization (accretion) of securities .................................. 5 (275) Net amortization of deferred loan origination fees .......................... (285) (223) Unrealized gains on trading account securites................................ 0 (310) Gains on sales of real estate owned ......................................... (149) (136) Gains on sales of debt securities available for sale ........................ (2,292) 0 Net loss on disposal of property and equipment .............................. 71 0 Proceeds from loans originated for resale ................................... 15,345 4,636 Fundings of loans for resale ................................................ (12,449) (6,530) Gains on sales of loans originated for resale ............................... (164) (65) Provision for (recovery from) tax certificate losses ........................ 125 (92) Amortization of dealer reserve .............................................. 593 591 Amortization of cost over fair value of net assets acquired ................. 306 204 Net accretion of purchase accounting adjustments ............................ (68) (89) Amortization of borrowings deferred costs .................................. 26 0 Decrease (increase) in accrued interest receivable .......................... 603 (73) (Increase) decrease in other assets ......................................... (2,344) 1,404 Increase in other liabilities ............................................... 2,585 1,783 Decrease in drafts payable .................................................. (250) (14) ---- --- NET CASH PROVIDED BY OPERATING ACTIVITIES ................................... 9,369 6,344 ----- ----- INVESTING ACTIVITIES: Proceeds from redemption of investment securities .......................... 9,414 31,017 Purchase of investment securities ........................................... (220) (11,811) Proceeds from sale of debt securities available for sale .................... 75,394 0 Proceeds from sale of FHLB stock ............................................ 1,249 0 Principal reduction on loans ................................................ 132,570 87,207 Loan fundings for portfolio ................................................. (169,172) (121,192) Loans purchased ............................................................. (2,237) 0 Principal collected on mortgage-backed securities ........................... 0 21,137 Principal collected on debt securities available for sale ................... 52,942 3,333 Mortgage-backed securities purchased ........................................ 0 (75,262) Additions to dealer reserve ................................................. (356) (562) Proceeds from sales of real estate owned .................................... 548 2,533 Mortgage servicing rights acquired .......................................... (5,212) (1,166) Repayment of advances to joint ventures ..................................... 0 1,239 Additions to office property and equipment .................................. (2,577) (515) Purchase of MegaBank, net of cash acquired .................................. 0 (14,733) ------ ------- NET CASH USED BY INVESTING ACTIVITIES ....................................... 92,343 (78,775) ------ ------- SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED (Continued) CONSOLIDATED STATEMENTS FOR CASH FLOWS - UNAUDITED (CONTINUED) For the Three Months Ended March 31, --------------- 1996 1995 ---- ---- FINANCING ACTIVITIES: Net increase in deposits ......................................................... $ 12,345 $ 8 Interest credited to deposits .................................................... 10,507 9,023 Repayments of FHLB advances ...................................................... (325,270) (162,050) Proceeds from FHLB advances ...................................................... 186,970 115,000 Net increase (decrease) in securities sold under agreements to repurchase ....... (22,356) 89,583 Net decrease in federal funds purchased .......................................... (1,200) 0 Proceeds from note payable ...................................................... 0 4,000 Repayment of note payable ........................................................ (1) 0 Issuance of common stock, net .................................................... 15,791 0 Receipts of advances by borrowers for taxes and insurance ........................ 13,234 13,291 Preferred stock dividends paid ................................................... 0 (220) Common stock dividends paid ...................................................... (466) (398) ---- ---- NET CASH PROVIDED BY FINANCING ACTIVITIES ....................................... (110,446) 68,237 -------- ------ DECREASE IN CASH AND CASH EQUIVALENTS ........................................... (8,734) (4,194) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................................. 69,867 55,980 ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD ....................................... $ 61,133 $ 51,786 ========= ========== SUPPLEMENTARY DISCLOSURE AND NON-CASH INVESTING AND FINANCING ACTIVITIES: Interest paid on borrowings ...................................................... $ 15,176 $ 14,907 Income taxes paid ................................................................ 0 1,100 Loans transferred to real estate owned ........................................... 856 539 Loan charge-offs ................................................................. 1,854 982 Tax certificate net recoveries ................................................... 142 16 Common stock dividend declared and not paid until April .......................... 524 398 Change in net unrealized appreciation on debt securities available for sale ...... (6,055) 1,473 Change in deferred taxes on net unrealized appreciation on debt securities available for sale ............................................................. (2,336) 568 Change in stockholders' equity from net unrealized appreciation on debt securities available for sale, less related deferred income taxes ......................... (3,719) 905 ====== === SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED BankAtlantic Bancorp, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED 1. PRESENTATION OF INTERIM FINANCIAL STATEMENTS BankAtlantic Bancorp, Inc. ("BBC") is a unitary savings bank holding company. BBC's primary asset is the capital stock of BankAtlantic, a Federal Savings Bank ("BankAtlantic"), its wholly owned subsidiary and BBC's principal activities relate to the operations of BankAtlantic and BankAtlantic's subsidiaries. These subsidiaries are primarily utilized to dispose of real estate acquired through foreclosure. All significant inter-company balances and transactions have been eliminated in consolidation. In management's opinion, the accompanying consolidated financial statements contain such adjustments necessary to present fairly BBC's consolidated financial condition at March 31, 1996, the consolidated results of operations and the consolidated cash flows for the three months ended March 31, 1996 and 1995. Such adjustments consisted only of normal recurring items. The consolidated financial statements and related notes are presented as permitted by Form 10Q and should be read in conjunction with the notes to consolidated financial statements appearing in BBC's Annual Report on Form 10K for the year ended December 31, 1995. 2. CLASS A COMMON STOCK AND CLASS B COMMON STOCK On February 13, 1996, the stockholders of BBC approved at a special meeting, an amendment to BBC's Articles of Incorporation (the "Amendment") authorizing 30,000,000 shares of a new class of non-voting common stock designated Class A Common Stock, and redesignating BBC's existing Common Stock, par value $0.01 per share, as Class B Common Stock. The Class A Common Stock has no voting rights except as may be required by Florida law. The two classes of stock generally have the same economic rights, except Class A Common Stock is entitled to receive cash dividends equal to at least 110% of any cash dividends declared and paid on Class B Common Stock. In March 1996, BBC issued 1.15 million shares of Class A Common Stock in an underwritten public offering at $15.00 per share. Net proceeds to BBC after underwriting costs and other expenses of $1.2 million and $247,000, respectively, were $15.8 million. In April 1996 the underwriter exercised an overallotment option to purchase an additional 161,803 shares of Class A Common Stock resulting in net proceeds to BBC of $2.3 million.. In March 1996, BBC contributed $14.0 million of the net proceeds to the capital of BankAtlantic where it was used for general corporate purposes. The net proceeds retained by BBC are being used for general corporate purposes. As of result of the above Class A Common Stock issuance BFC Financial Corporation's ("BFC") ownership in BBC's total outstanding (A and B) common stock was approximately 41% at March 31, 1996, comprised of no shares of Class A Common Stock and 46% of BBC's outstanding Class B Common Stock. 3. MORTGAGE SERVICING The lower of cost or market value for mortgage loans originated for resale is determined on an aggregate basis. In May 1995 the FASB issued Statement of Financial Accounting Standard No. 122 ("FAS 122") which eliminated the accounting distinction between rights to service mortgage loans for others that are acquired through loan origination activities and those acquired through purchase transactions. FAS 122 requires an entity to recognize as separate assets rights to service mortgage loans for others, however those servicing rights are acquired. FAS 122 requires the periodic evaluation of capitalized mortgage servicing rights for impairment based on fair value. On January 1, 1996, this statement was implemented prospectively. During the three months ended March 31, 1996 and 1995, BankAtlantic capitalized $5.2 million and $1.2 million respectively of mortgage servicing rights ("MSR's"). All of the 1995 amount and $5.1 million of the 1996 amount was for purchased mortgage servicing rights ("PMSR's"). The initial valuation of MSR's are on an individual loan basis. Amortization of MSR's amounted to $1.5 million and $1.0 million for the 1996 and 1995 periods, respectively. Both purchased and originated MSR's are amortized to expense using the level yield method over the estimated life of the loan and continually adjusted for prepayments. The fair value of capitalized mortgage servicing rights at March 31, 1996 was estimated at $29.7 million. For the purpose of evaluating and measuring impairment of MSR's, BBC stratifies those rights based on the predominant risk characteristics of the underlying loans. Those characteristics include loan type, note rate and term. Upon implementation of FAS 122, no additional valuation allowance was required. Adjustments to the valuation allowance are reflected in operations. 4. SALE OF MORTGAGE-BACKED SECURITIES In March 1996 BBC sold $52.6 million of adjustable rate mortgage-backed securities and $20.5 million of 15 year mortgage-backed securities for a $2.3 million gain. Proceeds of $75.4 million from the sale were used to originate loans and reduce short term borrowings. 5. POTENTIAL PURCHASE OF BANK OF NORTH AMERICA BANCORP, INC. On April 9, 1996, BankAtlantic entered into an agreement to acquire Bank of North America Bancorp, Inc. ("BNAB") for approximately $54 million in cash. The acquisition will be accounted for as a purchase for financial reporting purposes. BNAB's primary asset is its wholly owned subsidiary, Bank of North America of Florida ("BNA"), a Florida chartered commercial bank. BNA has 13 branches, with 11 located in Broward County, and one each in Dade and Palm Beach counties. Closing of the acquisition is subject to certain conditions including receipt of all required regulatory approvals and is expected to occur in the fourth quarter of 1996. The following tables present certain selected historical financial information for BBC and BNAB and selected pro forma combined financial data. The pro forma amounts included in the tables assume completion of the acquisition and are based upon the purchase method of accounting. Under this method of accounting, assets and liabilities of BNAB are recorded at their estimated fair value and any unallocated portion of the purchase price remaining after fair value adjustments is recorded as goodwill. Applicable income tax effects for the difference in the income tax basis and the financial statement basis of BNAB's accounts result in deferred tax assets and liabilities and correspondingly adjust the amount recorded as goodwill. The unaudited pro forma combined balance sheets assume the acquisition had been effective on March 31, 1996 and December 31, 1995, respectively. The combined pro forma statements of operations assume the acquisition had been effective as of January 1, 1996 and 1995, respectively. For purposes of the pro forma financial information estimated fair values of BNAB's assets and liabilities are, except for debt securities available for sale, based on December 31, 1995 information. Debt securities available for sale are based on March 31, 1996 information. The unaudited combined pro forma financial statements do not give effect to anticipated cost savings or the disposition of certain yet to be identified assets and liabilities. The resolution of the pending matters pertaining to the assets and liabilities of BNAB described above, as well as the operations of BNAB subsequent to March 31, 1996, will affect the allocation of the purchase price. In addition, changes to the adjustments already included in the unaudited combined pro forma financial statements and possibly other adjustments are expected as valuations of assets and liabilities are determined as of the actual date the acquisition is completed. An increase in the unallocated portion of the purchase price remaining after fair value adjustments will result in a greater final allocation to goodwill which will have a corresponding impact on amortization expense and will reduce tangible common equity. A decrease in the unallocated portion of the purchase price remaining after fair value adjustments will have the opposite effect. Accordingly, the final combined pro forma amounts may differ from those set forth in the unaudited combined pro forma financial statements. The pro forma information shown below is presented for comparative purposes only and is not necessarily indicative of the combined financial position or results of operations in the future. The pro forma information is also not necessarily indicative of the combined financial position or results of operations which would have been realized had the acquisition been consummated during the periods or as of the dates for which the pro forma financial information is presented. BankAtlantic Bancorp, Inc. MARCH 31, 1996 December 31, 1995 -------------- ----------------- ADJUST- COMBINED ADJUST- COMBINED BBC BNAB MENTS PROFORMA BBC BNAB MENTS PROFORMA --- ---- ----- -------- --- ---- ----- -------- (IN THOUSANDS, EXCEPT PER SHARE DATA) ASSETS Cash ..........................$ 61,133 $ 16,981 $ $ 78,114 $ 69,867 $ 14,606 $ $ 84,473 Investment securities, net .... 40,537 11,533 52,070 49,856 36,854 86,710 Loans receivable, net ......... 863,348 394,970 6,755 (1) 1,265,073 828,630 375,745 6,755 (1) 1,211,130 Debt securities available for sale........................... 559,775 108,554 (54,000)(2) 614,329 691,803 100,787 (54,000)(2) 738,590 Real estate owned ............. 6,737 1,119 7,856 6,279 1,026 7,305 Office properties and equipment 42,602 8,500 51,102 40,954 8,211 49,165 Federal Home Loan Bank stock .. 8,840 2,775 11,615 10,089 2,775 12,864 Mortgage servicing rights ..... 24,450 2,180 2,823 (1) 29,453 20,738 2,277 2,823 (1) 25,838 Deferred tax asset ............ 1,828 2,061 (2,860)(6) 1,029 0 1,503 (1,503)(6) 0 Cost over fair values of net assets acquired (3) ........... 10,517 179 13,085 23,781 10,823 204 12,505 23,532 Other Assets .................. 23,058 10,677 33,735 21,650 10,514 32,164 ------ ------ ----- ------ ------ ------ ----- ------ TOTAL ASSETS ..................$ 1,642,825 $ 559,529 $(34,197) $2,168,157 $ 1,750,689 $ 554,502 $(33,420) $2,271,771 ============= ============ ======== =========== ============ ========== ======== ========== MARCH 31, 1996 DECEMBER 31, 1995 -------------- ----------------- ADJUST- COMBINED ADJUST- COMBINED BBC BNAB MENTS PROFORMA BBC BNAB MENTS PROFORMA --- ---- ----- -------- --- ---- ----- -------- LIABILITIES AND STOCKHOLDERS' EQUITY Deposits .......................$ 1,323,229 $ 490,095 $ 2,037(1) $ 1,815,361 $ 1,300,377 $ 488,912 $ 2,037 (1) $1,791,326 FHLB advances .................. 63,485 20,000 127(1) 83,612 201,785 20,000 127 (1) 221,912 Subordinated debentures ........ 21,000 0 21,000 21,000 0 21,000 Other borrowings ............... 43,881 989 44,870 67,438 820 68,258 Advances by borrowers for taxes and insurance ................. 28,918 9,524 38,442 15,684 4,800 20,484 Deferred tax liabilities, net .. 0 0 0 744 0 1,357 2,101 Other liabilities .............. 25,493 1,560 1,000(4) 28,053 23,100 2,029 1,000(4) 26,129 ------ ----- ----- ------ ------ ----- ----- ------ Total Liabilities .............. 1,506,006 522,168 3,164 2,031,338 1,630,128 516,561 4,521 2,151,210 --------- ------- ----- --------- --------- ------- ----- --------- STOCKHOLDERS' EQUITY Class A Common Stock ........... 11 0 0 11 0 0 0 0 Class B Common Stock ........... 106 0 0 106 106 0 0 106 Additional paid-in capital ..... 64,685 30,100 (30,100) 64,685 48,905 30,100 (30,100) 48,905 Net unrealized appreciation .... 2,014 (1,594) 1,594 2,014 5,733 (459) 459 5,733 Retained earnings .............. 70,003 8,855 (8,855) 70,003 65,817 8,300 (8,300) 65,817 ------ ----- ------ ------ ------ ----- ------ ------ TOTAL STOCKHOLDERS' EQUITY ..... 136,819 37,361 (37,361) 136,819 120,561 37,941 (37,941) 120,561 ------- ------ ------- ------- ------- ------ ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........$ 1,642,825 $ 559,529 $(34,197) $ 2,168,157 $ 1,750,689 $ 554,502 $(33,420) $2,271,771 ============ ============ ======== =========== ============ ======= ======== ============ BankAtlantic Bancorp, Inc. For the Three Months Ended For the Year Ended March 31, 1996 December 31, 1995 -------------- ----------------- Adjust- Combined Adjust- Combined BBC BNAB ments Proforma BBC BNAB ments Proforma --- ---- ----- -------- --- ---- ----- -------- Interest income ........ $ 32,092 $10,313 $(1,340)(1)(2) $ 41,065 $ 130,077 $ 40,552 $ (5,390)(1)(2) $165,239 Interest expense ....... 15,620 5,631 (366)(1) 20,885 65,686 23,016 (1,466)(1) 87,236 Provision for loan Losses ................. 940 180 0 1,120 4,182 1,150 0 5,332 Noninterest income ..... 6,834 1,181 (208)(1) 7,807 19,388 5,204 (745)(1) 23,847 Noninterest expense .... 14,515 4,802 332 (3) 19,649 51,160 18,299 1,271 (3) 70,730 Provision for income taxes ................. 3,141 326 (456)(6) 3,011 10,018 1,113 (1,801)(6) 9,330 ----- --- ---- ----- ------ ----- ------ ----- Net Income ............. $ 4,710 $ 555 $(1,058) $ 4,207 $ 18,419 $ 2,178 $ (4,139) $ 16,458 ========== ====== ======= ============ =========== ========= ======== ========== Per common share Primary ................ $ 0.42 $ 0.37 $ 1.51(7) $ 1.33(7) ========== ========== =========== ========== Fully diluted .......... $ 0.42 $ 0.37 $ 1.50(7) $ 1.32(7) ========== ========== =========== ========== Average shares outstanding Primary ................ 11,292,320 11,292,320 10,830,603 10,830,603 ========== ========== ========== ========== Fully diluted .......... 11,327,570 11,327,570 10,934,120 10,934,120 ========== ========== ========== ========== <FN> (1) Adjustments to fair value of BNAB's loans receivable, mortgage servicing rights, deposits, and FHLB advances at December 31, 1995 were $6.8 million, $2.8 million, $2.0 million, and $127,000, respectively. Adjustments to fair values are amortized as follows: Loans receivable 3 years straight line method. Mortgage servicing rights Based on projected portfolio cash flows of 26.4% in year one and 7.4% for the three months ended 3/31/96. Deposits Based on estimated time deposit maturities of 65% in year one and 16% for the three months ended March 31, 1996. FHLB Advances 1 year straight line. (2) The purchase price of $54.0 million is assumed to be funded through the sale of debt securities available for sale. The weighted average interest rate earned on BNAB's debt securities available for sale were 5.81% and 5.76% for the three months ended March 31, 1996 and for the year ended December 31, 1995, respectively. (3) Cost over fair values of net assets acquired (goodwill), will, based on the structure of the acquisition, qualify for amortization for tax purposes. The useful life is estimated at ten years and is assumed to be amortized on a straight line basis. (4) The total purchase price will include other direct acquisition costs, such as legal, accounting and other professional fees and expenses. For purposes of the pro forma financial information such other acquisition costs are estimated at $1.0 million. (5) The pro forma does not include the effect of any potential expense reductions, revenue increases or restructuring charges. (6) The effective income tax rate is assumed to be 38%. (7) Includes a reduction of $0.13 and $0.12 for primary and fully diluted earnings per share, respectively, related to the October 1995 Preferred Stock redemption. </FN> BankAtlantic Bancorp, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS BBC's net income available for common stockholders for the quarter ended March 31, 1996 was $4.7 million or $0.42 primary and fully diluted earnings per common and common equivalent share compared to $4.2 million or $0.39 primary and fully diluted earnings per common and common equivalent share for the quarter ended March 31, 1995. Net interest income after provision for loan losses was $15.5 million for the March 31, 1996 quarter compared to $14.6 million for the quarter ended March 31, 1995. During the 1996 quarter, interest income increased by $1.6 million primarily due to higher interest earned on loans, partially offset by lower interest income on securities and investments. This increase in loan interest income reflects higher average balances due to the acquisition of MegaBank as well as loan originations during 1995 and the first quarter of 1996. The decline in interest income on securities and investments resulted from lower average balances primarily due to principal repayments and the sale of $73.1 million of mortgage-backed securities available for sale. During the three months ended March 31, 1996 total interest expense was $15.6 million compared to $15.7 million during the comparable 1995 period. Higher interest expenses on deposits and subordinated debentures was offset by lower interest expense on short term borrowings (primarily securities sold under agreements to repurchase). The increase in deposit interest expense resulted from higher time deposit average balances and rates. The subordinated debenture interest expense resulted from the $21.0 million issuance of 9% debentures during the latter part of 1995. The decline in short term borrowings interest expense primarily resulted from lower average balances and secondarily from lower rates during 1996 compared to 1995. The provision for loan losses was $940,000 for the three months ended March 31, 1996 compared to $176,000 during the comparable 1995 period. The increased first quarter 1996 provision resulted from $845,000 of higher net consumer loan charge-offs in the 1996 period and commercial non-mortgage loan recoveries during the comparable 1995 period of $491,000 compared to recoveries of $174,000 during the 1996 period. Non-interest income was $6.8 million for the three months ended March 31, 1996 compared to $4.0 million for the 1995 period. The $2.8 million increase primarily related to $2.3 million of gains on sales of mortgage-backed securities available for sale and higher transaction account and ATM fee income. Non-interest expense for the quarter ended March 31, 1996 was $14.5 million compared to $11.9 million for the same period in 1995. The net increase of $2.6 million reflects decreased gains on the sale of foreclosed assets and higher employee compensation costs, occupancy and equipment expenses, other expenses, and amortization of cost over fair value of net assets acquired. These expense increases primarily related to the acquisition of MegaBank and the opening of six additional branches during 1995. The 1995 provision for income taxes was reduced by $319,000 due to a reduction in the deferred tax asset valuation allowance. NET INTEREST INCOME FOR THE THREE MONTHS ENDED MARCH 31, --------- (in thousands) 1996 1995 CHANGE - - -------------- ---- ---- ------ Interest and fees on loans ............................... $ 20,333 $ 15,743 $ 4,590 Interest on debt securities available for sale ........... 10,500 1,400 9,100 Interest and dividends on investment securities .......... 1,259 3,242 (1,983) Interest on mortgage-backed securities held to maturity .. 0 10,067 (10,067) Interest on deposits ..................................... (12,379) (10,333) (2,046) Interest on advances from FHLB ........................... (2,027) (1,606) (421) Interest on securities sold under agreements to repurchase (718) (3,714) 2,996 Interest on subordinated debt and note payable ........... (496) (2) (494) ---- -- ---- Net interest income ...................................... $ 16,472 $ 14,797 $ 1,675 ======== ======== ======== The increase in interest and fees on loans during 1996 compared to 1995 reflects higher average balances resulting from loan fundings, loan purchases, and loans acquired with the MegaBank acquisition. As a result, total loans receivable average balance increased from $658.9 million during the first quarter of 1995 to $860.2 million during the comparable 1996 period. The MegaBank acquisition increased commercial mortgage, commercial non-mortgage, and consumer loans by $39.1 million, $24.5 million, and $52.8 million, respectively. During the three months ended March 31, 1996 BankAtlantic funded and purchased $183.9 million of loans compared to $127.7 million of loans during 1995. Effective December 15, 1995, all mortgage-backed and investment securities, excluding tax certificates, then classified as held-to-maturity, were reclassified as available for sale; therefore, during the quarter 1996 there were no mortgage-backed securities held for investment. The decline in interest on securities and investments resulted from principal repayments and the sale of $73.1 million of mortgage-backed securities available for sale. The average balance of securities and investments declined from $897.1 million during the three month period in 1995 to $708.9 million during the comparable period in 1996. The increase in interest on deposits resulted from higher average deposit balances during 1996, and a change in the deposit mix from transaction accounts to time deposits. The increased average deposit balances primarily resulted from $120.2 million of deposits acquired with the acquisition of MegaBank and increased time deposits. As a result, total average deposits increased from $1.10 billion for the quarter 1995 to $1.21 billion during 1996. The higher short term interest rate environment during 1995, compared to previous periods, contributed to a change in the deposit mix from lower rate transaction accounts to generally higher rate time deposits. The average deposit mix changed from 51.4% and 48.6% of time deposits and transaction accounts, respectively for the three months ended March 31, 1995 to 56.5% and 43.5% of time deposits and transaction accounts, respectively for the same period in 1996. The increase in interest on advances from FHLB were due to higher average balances partially offset by lower rates. FHLB advance average balances increased from $112.1 million during 1995 to $145.1 million, during 1996. Furthermore, average FHLB advance rates declined from 5.81% during the 1995 three month period to 5.60% during the same period in 1996. Interest on subordinated debentures and note payable relates to the $21.0 million of Debentures issued in September and October 1995 and a $4.0 million note issued in March 1995. The decline in interest on securities sold under agreements to repurchase resulted from lower average balances during the 1996 quarter as compared to the same period in 1995. The decline in securities sold under agreements to repurchase average balances resulted from the higher deposit balances mentioned above. PROVISION FOR LOAN LOSSES The provision for loan losses for first quarter 1996 was $940,000 compared to $176,000 during the comparable 1995 period. The 1996 increase reflects $1.2 million of consumer loan net charge-offs compared to $362,000 during 1995 and $171,000 of commercial non-mortgage loan net recoveries in 1996 compared to $491,000 of net recoveries during 1995. The increase in 1996 consumer loan charge-offs related to a $692,000 increase in indirect automobile loan charge-offs. BankAtlantic re-entered the indirect consumer lending program upon acquisition of MegaBank which was active in indirect automobile lending. The increase in the indirect automobile loans was due to loans acquired in connection with the MegaBank acquisition as well as subsequent production. Subject Portfolio charge-offs during 1996 were $278,000 compared to $340,000 during 1995. The following table presents the amounts of BBC's risk elements and non-performing assets (in thousands): MARCH 31, DECEMBER 31, 1996 1995 ---- ---- Nonaccrual Tax certificates ......................... $ 1,709 $ 2,044 Loans .................................... 8,973 11,174 ----- ------ 10,682 13,218 ------ ------ Repossessed Assets: Real estate owned ........................ 6,737 6,279 Repossessed assets ....................... 528 461 --- --- 7,265 6,740 Contractually past due 90 days or more (1) 1,295 1,536 ----- ----- Total non-performing assets .............. 19,242 21,494 Restructured loans ....................... 3,456 2,533 ----- ----- Total risk elements ...................... $22,698 $24,027 ======= ======= <FN> (1) The majority of these loans have matured and the borrower continues to make payments under the matured loan agreement. BankAtlantic is in the process of renewing or extending these matured loans. </FN> BankAtlantic's "risk elements" consist of restructured loans and "non-performing" assets. The classification of loans as "non-performing" is generally based upon non-compliance with loan performance and collateral coverage standards, as well as management's assessment of problems related to the borrower's or guarantor's financial condition. BankAtlantic generally designates any loan that is 90 days or more delinquent as non-performing. BankAtlantic may designate loans as non-performing prior to the loan becoming 90 days delinquent, if the borrower's ability to repay is questionable. A "non-performing" classification alone does not indicate an inherent principal loss; however, it generally indicates that management does not expect the asset to earn a market rate of return in the current period. Restructured loans are loans for which BankAtlantic has modified the loan terms due to the financial difficulties of the borrower. The decrease in total risk elements primarily relates to decreases in non-accruals and loans contractually past due 90 days or more. The above decreases were partially offset by increases in repossessed assets and restructured loans. The $2.2 million decrease in nonaccrual loans relates to a $1.2 million commercial real estate loan restructured during the first quarter of 1996, and the foreclosure of a $700,000 commercial real estate loan. These two loans also account for the 1996 increase in real estate owned and restructured loans. Furthermore, residential, tax certificate nonaccrual balances and loans contractually past due 90 days or more declined by $328,000, $335,000, and $241,000, respectively. NON-INTEREST INCOME For the Three Months Ended March 31, --------- (IN THOUSANDS) 1996 1995 Change ---- ---- ------ Loan servicing and other loan fees ................. $ 838 $ 975 $ (137) Gains on sale of loans originated for resale ....... 164 65 99 Gains on sales of debt securities available for sale 2,292 0 2,292 Unrealized gains on trading account securities .... 0 310 (310) Other .............................................. 3,540 2,631 909 ----- ----- --- Total non-interest income ...................... $ 6,834 $ 3,981 $ 2,853 ======= ======= ======= The decrease in loan servicing and other loan fees during the three month period in 1996 compared to 1995 resulted from lower net servicing fee income. The decreased servicing fee income reflects higher amortization of mortgage servicing rights due to increased residential loan prepayments. During the three months ended March 31, 1996 and 1995, BankAtlantic sold $15.2 million and $4.6 million, respectively, of recently originated residential loans for gains as reported in the above table. During the three months ended March 31, 1996, BankAtlantic sold from its available for sale portfolio $52.6 million of adjustable rate mortgage-backed securities and $20.5 million of 15 year mortgage-backed securities for gains as reported in the above table. The unrealized gain on trading account securities during 1995 relates to two $5.0 million U.S. Treasury Notes acquired upon the exercise of European put options in 1993. The Treasury Notes were subsequently sold during August 1995. The increase in other non-interest income during the first quarter of 1996 compared to the 1995 period was due to higher fees earned on checking accounts, ATM services, lease income, and a $125,000 litigation settlement. Checking account income and ATM fees were $1.9 million and $668,000 for the first quarter 1996, respectively, compared to $1.6 million and $439,000 during the comparable 1995 period, respectively. Lease income increased from $96,000 during 1995 to $364,000 during the first quarter 1996. The additional lease income resulted from a rent settlement relating to a leased property located in Broward County. NON-INTEREST EXPENSES For the Three Months Ended March 31, --------- (In thousands) 1996 1995 Change - - -------------- ---- ---- ------ Employee compensation and benefits ........................$ 7,368 $ 6,544 $ 824 Occupancy and equipment ................................... 2,785 2,594 191 Federal insurance premium ................................. 591 687 (96) Advertising and promotion ................................. 507 612 (105) Foreclosed asset activity, net ............................ (162) (1,163) 1,001 Amortization of cost over fair value of net assets acquired 306 204 102 Other ..................................................... 3,120 2,397 723 ----- ----- --- Total non-interest expenses ...............................$ 14,515 $ 11,875 $ 2,640 ========== ========== ======= The increase in employee compensation and benefits for first quarter 1996 resulted from the number of employees increasing from 624 at December 31, 1994 to 746 at December 31, 1995 to 784 at March 31, 1996 as well as annual salary increases during 1995. The increase in the number of employees primarily relates to the acquisition of MegaBank effective February 1, 1995 and the opening of six branches during 1995. Occupancy and equipment expenses increased due to the new branches mentioned above and the branches acquired with the MegaBank acquisition. BankAtlantic opened three additional Wal-Mart SuperCenter branches during the second quarter of 1996. The personnel for those branches were on staff at March 31, 1996. Depreciation expense increased during the three month period by $72,000. The additional depreciation expense resulted from the acquisition of MegaBank and the purchase of $5.5 million and $2.6 million of fixed assets during the year ended December 31, 1995 and the three months ended March 31, 1996, respectively. The amortization of cost over fair value of net assets acquired for the three months ended March 31, 1996 relates to the acquisition of MegaBank effective February 1, 1995. The components of "Foreclosed asset activity, net" were (in thousands): FOR THE THREE MONTHS ENDED MARCH 31, --------- Real estate acquired in settlement of loans: 1996 1995 - - -------------------------------------------- ---- ---- Operating income, net ................... $ (13) $ (27) Provision for (reversal of) losses on REO 0 (1,000) Net gains on sales ...................... (149) (136) ---- ---- Foreclosed asset activity, net ........ $(162) $(1,163) ==== ======= The lower earnings in foreclosed asset activity, net during the three months ended March 31, 1996 were primarily due to a $1.0 million reversal of the allowance for losses on real estate owned during the three months ended March 31, 1995. This reversal reflected the sales of several parcels of vacant land. The increase in other non-interest expense during 1996 was caused by $220,000 of higher legal expenses, $217,000 increase in the provision for tax certificates, $126,000 of higher check losses, and $122,000 of additional stationery, printing, supplies and telephone expense. The higher legal expenses related to indirect consumer lending. The provision for tax certificates was $125,000 during the first quarter of 1996 compared to a $92,000 recovery during 1995. The additional stationery, printing, supplies and telephone expenses resulted from the additional six branches opened during 1995 and the MegaBank acquisition. FINANCIAL CONDITION BankAtlantic's total assets at March 31, 1996 were $1.64 billion compared to $1.75 billion at December 31, 1995. Debt securities available for sale and tax certificates decreased by $132.0 million and $9.3 million, respectively, whereas loans receivable-net increased $34.7 million. The decline in debt securities available for sale reflects the sale of $73.1 million of mortgage-backed securities and $52.9 million of principal repayments. The decline in tax certificate balances reflects $9.4 million of redemptions during 1996. The increase in loan receivable balances is due to loan fundings, including loans funded for resale, and loan purchases during 1996 amounting to $183.9 million, and loan sales and repayments amounting to $147.8 million. During first quarter 1996 deposits increased by $22.9 million. The increase in net deposits resulted from time deposit and interest free checking growth. Time deposits and interest free checking increased from $676.3 million and $99.0 million at December 31, 1995 to $690.0 million and $108 million, respectively, at March 31, 1996. FHLB advances, securities sold under agreements to repurchase, and federal funds purchased declined by $138.3 million, $22.4 million and $1.2 million, respectively, from December 1995 balances. The repayment of FHLB advances, securities sold under agreements to repurchase, and federal funds purchased were funded through deposit inflows, proceeds from the sale of debt securities available for sale, proceeds from the issuance of Class A Common Stock, and investment securities repayments. LIQUIDITY AND CAPITAL RESOURCES BBC's primary sources of funds during the first three months of 1996 were from the issuance of the Class A Common Stock and dividends from BankAtlantic. The primary use of funds is to pay cash dividends to common stockholders and interest expense on its outstanding debentures. It is anticipated that funds for such payments will continue to be obtained from BankAtlantic. Additionally, the ultimate repayment by BBC of its outstanding Debentures may be dependent upon dividends from BankAtlantic, refinancing of the debt or raising additional equity capital by BBC. BBC currently anticipates that it will pay regular quarterly cash dividends on its common stock. Funds for dividend payments and interest expense on the Debentures are in part dependent upon BankAtlantic's ability to pay dividends to BBC. BankAtlantic's primary sources of funds during the first three months of 1996 were from operations, principal collected on loans, mortgage-backed securities, investment securities, sales of debt securities available for sale, deposits inflows, proceeds from the capital contribution from BBC and receipts of advances by borrowers for taxes and insurance. These funds were primarily utilized for loan fundings, repayments of FHLB advances, securities sold under agreements to repurchase and federal funds purchased. At March 31, 1996, BankAtlantic met all applicable liquidity and regulatory capital requirements. Commitments to originate and purchase loans at March 31, 1996 were $95.4 million compared to $46.2 million at March 31, 1995. BankAtlantic expects to fund the 1996 loan commitments from loan and mortgage-backed securities repayments. At March 31, 1996, loan commitments were 11.05% of loans receivable, net. At March 31, 1996, BankAtlantic's regulatory capital position was: TANGIBLE CORE TOTAL RISK-BASED CAPITAL CAPITAL CAPITAL ------- ------- ------- (DOLLARS IN THOUSANDS) Balance % Balance % Balance % - - ---------------------- ------- - ------- - ------- - Capital calculated under GAAP ...... $ 150,547 $ 150,547 $150,547 Adjustments: Non-includable subsidiaries ........ (110) (110) (110) Unrealized holding gains ........... (2,014) (2,014) (2,014) Non-qualifying intangible assets .. (11,143) (11,143) (11,143) Allowable allowance for loan and tax certificate losses ............... 0 0 14,290 --------- ---- -------- ---- ---------- ---- Regulatory capital ................. 137,280 8.45% 137,280 8.45% 151,570 13.32% Required minimum capital ........... 24,373 1.50% 48,746 3.00% 91,025 8.00% --------- ---- -------- ---- ---------- ---- Excess regulatory capital .......... $ 112,907 6.95% $ 88,534 5.45% $ 60,545 5.32% ========= ==== ======== ==== ========== ==== 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 FDICIA's defined capital ratios, as discussed more fully in BBC's Annual Report on Form 10K for the year ended December 31, 1995. At March 31, 1996, BankAtlantic's core, Tier 1 risk-based and total risk-based capital ratios were 8.45%, 12.07% and 13.32%, respectively. Based on these capital ratios, BankAtlantic meets the definition of a well capitalized institution. On August 8, 1995, the FDIC established a reduced deposit insurance assessment rate schedule of 4 to 31 basis points ($.04 to $.31 for every $100 of assessable deposits) for BIF members retroactive to May 1995. The FDIC further reduced the premiums applicable to BIF deposits, effective January 1, 1996, to a minimum flat fee of $2,000 to a maximum assessment of 27 basis points. Under the new assessment rate schedule, approximately 92% of BIF members will pay only the minimum fee while SAIF members retain the existing assessment rate schedule of 23 to 31 basis points. BankAtlantic pays deposit insurance premiums primarily to the SAIF and secondarily, to the BIF in connection with the deposits it acquired as a result of the acquisition of MegaBank. At March 31, 1996, BankAtlantic had approximately $135 million of deposits subject to BIF premiums and $1.2 billion subject to SAIF premiums. The disparity in insurance premiums between those required for financial institutions with all or primarily SAIF insured deposits and those with all or primarily BIF deposits generally allows BIF members to attract and retain deposits at a lower effective cost. The resulting competitive disadvantage could also result in BankAtlantic having to raise its deposit rates to remain competitive or lose deposits to BIF members who may decide to pay higher rates of interest on deposits because of the lower deposit insurance premiums. Although BankAtlantic has other sources of funds, such sources may be more costly than the cost of deposits. Several alternatives to mitigate the effect of the BIF/SAIF premium disparity have been proposed by the U.S. Congress, federal regulators, industry lobbyists and the Clinton Administration. One plan to recapitalize the SAIF that has gained support of several sponsors would require all SAIF members institutions, including BankAtlantic, to pay a one-time fee of approximately 85 basis points on the amount of SAIF-insured deposits held by the member institution at March 31, 1995. This fee would amount to approximately $6.1 million on an after tax basis to BankAtlantic and, if this proposal is enacted into law, the effect would most likely be an immediate charge to earnings. BBC is unable to predict whether this proposal or any similar proposal will be enacted or whether ongoing SAIF premiums will be reduced to a level equal to that of BIF premiums. BBC considered converting BankAtlantic's charter to that of a commercial bank. If BankAtlantic's charter were to be converted, the impact to the Consolidated Statement of Operations, under current regulations, in addition to any potential SAIF exit fees which could be similar to the assessment discussed above, would be a charge to income of approximately $3.2 million relating to the recapture of the bad debt deduction for Federal income tax purposes. BBC is not presently pursuing a conversion of BankAtlantic's charter since it is awaiting the outcome of the legislative proposals relating to the disparity of the BIF/SAIF premiums, which include a consideration of the treatment of the recapture of the bad debt deduction as well as the possible consolidation of bank and thrift charters. Except for the residential loan servicing operation, all data processing functions are currently performed by BankAtlantic. On April 24, 1996, BankAtlantic signed a contract with M&I Data Services, a division of the Marshall & Ilsley Corporation, ("M&I") to provide data processing services for seven years. The conversion to the M&I service bureau is anticipated to be completed in the fourth quarter of 1996. The purpose of the conversion is to increase capacity as well as improve customer service. The estimated annual expenses for the service bureau are approximately $2.4 million. The additional costs associated with the conversion are anticipated to be $2.1 million, primarily for computer equipment. On April 9, 1996, BankAtlantic entered into an agreement to acquire BNAB for approximately $54.0 million in cash. The acquisition will be accounted for as a purchase for financial reporting purposes. BNAB's primary asset is its wholly owned subsidiary, Bank of North America of Florida ("BNA"), a Florida chartered commercial bank. BNA has 13 branches with 11 located in Broward county, and one in Dade county and one in Palm Beach county. Closing of the acquisition is expected to occur in the fourth quarter of 1996, subject to certain conditions including receipt of all required regulatory approvals. OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security Holders The registrant held a Special Meeting of Stockholders on February 13, 1996 approving an amendment to BBC's Articles of Incorporation by a vote of 6,813,932 for, 795,864 against and 6,545 abstain. See Note 2 to the consolidated financial statements herein. Exhibits and Reports on Form 8K A report on Form 8K , dated April 19, 1996 was filed with the Securities and Exchange Commission relating to the execution by BankAtlantic, a Federal Savings Bank of an agreement to acquire Bank of North America Bancorp, Inc. together with a copy of the Stock Purchase Agreement relating thereto filed pursuant to Form 8-K. See Note 3 of the consolidated financial statements herein. 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 14, 1996 By: Alan B. Levan ------------ ---------------- Date Alan B. Levan Chief Executive Officer/ Chairman May 14, 1996 By: Jasper R. Eanes ------------ ------------------ Date Jasper R. Eanes Executive Vice President/ Chief Financial Officer