SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report
March 22, 2002
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(Date of earliest event reported)
BANKATLANTIC BANCORP, INC.
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(Exact name of registrant as specified in its Charter)
Florida 34-027228 65-0507804
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State of other jurisdiction or (Commission File Number) (IRS Employer Identification No.)
incorporation or organization)
1750 East Sunrise Blvd. 33304
Ft. East Sunrise Blvd. ----------
------------------------------------ (Zip Code)
(Address of principal executive offices)
(954) 760-5000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 22, 2002, we acquired Community Savings Bankshares
Inc., the parent company of Community Savings, F.A. ("Community"), for
approximately $172.1 million in cash and immediately merged Community into
BankAtlantic. BankAtlantic Bancorp funded the acquisition through BankAtlantic
by contributing $78.5 million to BankAtlantic and the liquidation by
BankAtlantic of certain investment securities. Community was a federally
chartered savings and loan association founded in 1955 and headquartered in
North Palm Beach, Florida. Community had 21 branches, with 13 located in Palm
Beach County, 4 located in Martin County, 3 located in St. Lucie County and 1
located in Indian River County.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Community Savings Bankshares, Inc.'s consolidated financial statements as of and
for the year ended December 31, 2000 are incorporated herein by reference to the
Financial Statements of Community Savings Bankshares, Inc. as of and for the
year ended December 31, 2000, contained in the Annual Report on Form 10-K of
Community Savings Bankshares, Inc. for the year ended December 31, 2000, filed
with the SEC on March 26, 2001.
Community Savings Bankshares, Inc.'s consolidated financial statements as of and
for the nine months ended September 30, 2001 are incorporated herein by
reference to the Financial Statements of Community Savings Bankshares, Inc. as
of and for the nine months ended September 30, 2001, contained in the Quarterly
Report on Form 10-Q of Community Savings Bankshares, Inc. for the quarter ended
September 30, 2001, filed with the SEC on November 14, 2001.
(b) Pro Forma Combined Financial Information
This pro forma combined financial information was derived by combining our
reported historical financial information with Community's historical financial
information and making adjustments to the combined information to reflect events
that occurred subsequent to the third quarter of 2001 and events that we assume
would have occurred because of the acquisition. The pro forma information should
be read along with our historical financial statements and Community's
historical financial statements. Community was a public company and filed
annual, quarterly, proxy statements and other information with the SEC.
Community's common stock was listed on the Nasdaq National Market under the
trading symbol "CMSV". This pro forma combined financial data is furnished for
illustrative purposes only, and this information is not necessarily indicative
of the results of operations or financial position which actually would have
been obtained if the merger had been effected at the beginning of the periods or
as of the date indicated or of the financial position or results of operations
which we might obtain in the future.
Our historical financial information has been adjusted to reflect the
completion, during the fourth quarter of 2001, of an underwritten public
offering of our Class A Common Stock and, during the first quarter of 2002, an
underwritten public offering of 8.50% Trust Preferred Securities. We refer to
these transactions as "Capital Transactions". The proceeds of these offerings
were used to fund a portion of the Community acquisition. The pro forma
information is based upon the purchase method of accounting. Under this method
of accounting, assets and liabilities of Community are recorded at their
estimated fair value, and the amount of purchase price in excess of the fair
value of tangible and identifiable intangible net assets acquired is recorded as
cost over fair value of net assets acquired.
The pro forma combined statements of operations do not include
BankAtlantic's non-recurring merger related costs and restructuring charges
estimated at $2.0 million (pre-tax). In addition, the pro forma does not assume
or include any possible cost savings or revenue opportunities that may be
realized as a result of the acquisition.
The pro forma combined statement of financial position assumes the acquisition
occurred on September 30, 2001. The pro forma combined statements of operations
assumes the acquisition occurred at the beginning of the periods presented.
BANKATLANTIC BANCORP INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 2001
Bankatlantic
Bancorp Capital Adjusted Community Acquisition Proforma
September 30, Transactions Bankatlantic September 30, Pro Forma September 30,
(In Thousands) 2001 Adjustments Bancorp 2001 Adjustments 2001
------------ ----------- ------------ ------------ ----------- -----------
ASSETS
Loans receivable, net $ 2,885,518 $ -- $ 2,885,518 $ 695,038 $ (630) $ 3,579,926
Investment securities 359,967 -- 359,967 29,818 -- 389,785
Securities available for sale, trading
securities and short term investments 1,051,837 -- 1,051,837 149,928 (98,309) 1,103,456
Cost over fair value of net assets
acquired 40,807 -- 40,807 -- 65,563 106,370
Real estate held for development and sale 173,032 -- 173,032 17,694 (10,000) 180,726
Core deposit intangible assets -- -- -- -- 15,417 15,417
Other Assets 254,495 2,132 256,627 57,489 (2,355) 311,761
----------- ----------- ----------- ----------- ----------- -----------
Total assets $ 4,765,656 $ 2,132 $ 4,767,788 $ 949,967 $ (30,314) $ 5,687,441
=========== =========== =========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 2,293,597 $ -- $ 2,293,597 $ 666,966 $ 4,717 $ 2,965,280
Advances from FHLB 1,113,979 -- 1,113,979 134,143 5,976 1,254,098
Short-term borrowings 616,521 (106,747) 509,774 -- 70,695 580,469
Other borrowings 211,656 55,375 267,031 12,879 (1,288) 278,622
Other liabilities 157,470 -- 157,470 18,340 7,225 183,035
----------- ----------- ----------- ----------- ----------- -----------
Total liabilities 4,393,223 (51,372) 4,341,851 832,328 87,325 5,261,504
Total stockholders' equity 372,433 53,504 425,937 117,639 (117,639) 425,937
----------- ----------- ----------- ----------- ----------- -----------
Total liabilities and
stockholders' equity $ 4,765,656 $ 2,132 $ 4,767,788 $ 949,967 $ (30,314) $ 5,687,441
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PRO FORMA COMBINED STATEMENT OF FINANCIAL CONDITION FOOTNOTES
A. CAPITAL TRANSACTIONS ADJUSTMENTS
During the fourth quarter of 2001, we issued 6.9 million shares of our Class A
Common Stock in an underwritten public offering for net proceeds of $53.5
million, and in March 2002, we issued $55.4 million of 8.50% Trust Preferred
Securities in an underwritten public offering for net proceeds of $53.2 million
(net of $2.1 million of offering costs). We used the proceeds from the above
equity and trust preferred securities offerings to repay short term borrowings
pending the use of a portion of those funds for the Community acquisition. These
capital transactions were included in the above pro forma combined information
as if the transactions occurred at September 30, 2001.
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B. ACQUISITION PRO FORMA ADJUSTMENTS
Included in the table below is the estimated fair value of assets
acquired and liabilities assumed in connection with the acquisition of
Community, assuming the acquisition was consummated at September 30, 2001.
Historical
Community Acquisition Estimated
Sept. 30, Pro Forma Fair
(In Thousands) 2001 Adjustments Value
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Loans receivable, net $ 695,038 $ (630) $ 694,408
Investment securities 29,818 -- 29,818
Securities available for sale and short term
investments 149,928 3,119 153,047
Real estate held for development and sale and joint
ventures 17,694 (10,000) 7,694
Other Assets 57,489 (2,355) 55,134
Deposits (666,966) (4,717) (671,683)
Advances from FHLB (134,143) (5,976) (140,119)
Other borrowings (12,879) 1,288 (11,591)
Other liabilities $ (18,340) $ (7,225) (25,565)
========= ========= ---------
Estimated fair value of net tangible assets acquired 91,143
Cost over fair value of net assets acquired 65,563
Core deposit intangible assets 15,417
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Total acquisition cost $ 172,123
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The total acquisition cost represents $171.6 million in cash paid to Community
shareholders and $500,000 of acquisition costs. The acquisition pro forma
adjustments assume that the Community acquisition was indirectly funded by the
capital transactions described above and the liquidation of $101.4 million of
securities available for sale and short term investments.
Other assets acquisition pro forma adjustments consisted of a $8.3
million decrease associated with office properties and equipment partially
offset by a $5.9 million increase in deferred tax assets. The adjustment to
Community's office properties and equipment were primarily reductions in the
carrying amounts of branch and back-up office facilities based on broker price
opinions. The increase in deferred tax assets resulted from book versus tax
temporary differences associated with purchase accounting entries.
Other liabilities acquisition pro forma entries consisted of $3.8
million of employee related benefits, $2.4 million of investment banking and
professional fees and $1.0 million of data conversion expenditures.
BANKATLANTIC BANCORP, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
Bankatlantic
Bancorp Community Pro Forma
for the Nine Proforma for the Nine Proforma for the Nine
(In Thousands Except Months Ended Capital Adjusted Months Ended Acquisition Months Ended
Per Share Data) Sept. 30, Transactions Bankatlantic Sept. 30, Pro Forma Sept. 30,
2001 Adjustments Bancorp 2001 Adjustments 2001
------------ ------------ ------------ ------------ ------------ ------------
Total interest income $ 252,987 $ (4,709) $ 248,278 $ 49,756 $ (409) $ 297,625
Total interest expense 151,184 2,326 153,510 28,727 (2,809) 179,428
------------ ------------ ------------ ------------ ------------ ------------
Net interest income 101,803 (7,035) 94,768 21,029 2,400 118,197
Provision for loan losses 14,059 -- 14,059 270 -- 14,329
Non-interest income 89,038 -- 89,038 3,518 -- 92,556
Non-interest expense 139,957 -- 139,957 18,335 1,446 159,738
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Income before income taxes,
extraordinary item and cumulative
effect of a change in accounting
principle 36,825 (7,035) 29,790 5,942 955 36,687
Provision for income taxes 16,051 (2,533) 13,518 1,875 344 15,737
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Income before extraordinary item and
cumulative effect of a change in
accounting principle $ 20,774 $ (4,502) $ 16,272 $ 4,067 $ 611 $ 20,950
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Basic earnings per share before
extraordinary item and
cumulative effect of a change
in accounting principle $ 0.53 $ 0.46
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Diluted earnings per share before
extraordinary item and cumulative
effect of a change in accounting
principle $ 0.45 $ 0.40
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Basic weighted average number of
common and common equivalent
shares outstanding 38,839,248 45,739,248
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Diluted weighted average number of
common and common equivalent
shares outstanding 53,010,671 59,910,671
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BANKATLANTIC BANCORP, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
Bankatlantic
Bancorp Proforma Community Proforma Pro Forma
(In Thousands Except for the Year Capital Adjusted for the Year Acquisition for the Year
Per Share Data) Ended Dec 31, Transactions Bankatlantic Ended Dec 31, Pro Forma Ended Dec 31,
2000 Adjustments Bancorp 2000 Adjustments 2000
------------ ------------ ------------ ------------ ------------ ------------
Total interest income $ 327,891 $ (6,207) $ 321,684 $ 65,660 $ (545) $ 386,799
Total interest expense 210,012 3,102 213,114 37,502 (3,745) 246,870
------------ ------------ ------------ ------------ ------------ ------------
Net interest income 117,879 (9,309) 108,570 28,158 3,200 139,928
Provision for loan losses 29,132 -- 29,132 376 -- 29,508
Non-interest income 116,164 -- 116,164 4,264 -- 120,428
Non-interest expense 177,207 -- 177,207 22,533 1,927 201,667
------------ ------------ ------------ ------------ ------------ ------------
Income before income taxes,
extraordinary items and
cumulative effect of
chaange in accounting
principle 27,704 (9,309) 18,395 9,513 1,273 29,181
Provision for income taxes 11,607 (3,351) 8,256 3,101 458 11,815
------------ ------------ ------------ ------------ ------------ ------------
Income before extraordinary
items and cumulative
effect of a change in
accounting principle $ 16,097 $ (5,958) $ 10,139 $ 6,412 $ 815 $ 17,366
============ ============ ============ ============ ============ ============
Class A common shares
Basic earnings per share
before extraordinary items
and cumulative effect of
a change in accounting
principle $ 0.42 $ 0.38
========== ============
Diluted earnings per share
before extraordinary items
and cumulative effect of a
change in accounting
principle $ 0.38 $ 0.36
========== ============
Basic weighted average
number of common and
common equivalent shares
outstanding 31,560,093 38,460,093
========== ============
Diluted weighted average
number of common and common
equivalent shares outstanding 47,126,249 54,026,249
========== ============
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PRO FORMA COMBINED STATEMENT OF OPERATIONS FOOTNOTES
A.PROFORMA CAPITAL TRANSACTIONS ADJUSTMENTS
Interest income adjustments consisted of the elimination of the
historical interest income associated with securities available for sale and
short term investments liquidated to fund the acquisition of Community.
Interest expense adjustment consisted of additional interest expense
associated with the issuance of the 8.50% Trust Preferred Securities.
B. ACQUISITION PRO FORMA ADJUSTMENTS
The interest income adjustment represents the projected amortization of
loan fair value adjustments over a projected eight year life and amortization of
fair value adjustments associated with investment securities over a projected
five year life. The assumed average interest rate on the investment securities
were 6.19% for the nine months ended September 30, 2001 and 6.12% for the year
ended December 31, 2000.
The interest expense adjustment primarily consisted of: (i) a decrease
in interest expense associated with the projected amortization of fair value
adjustments on certificate accounts over a two year projected average maturity,
(ii) an increase in interest expense associated with the projected amortization
of fair value adjustments on mortgage bonds over a twelve year average life and
(iii) the decrease in interest expense associated with the projected
amortization of fair value adjustments on advances from the FHLB over a five
year average life.
The adjustment to non-interest expense represents the straight-line
amortization of the core deposit intangible asset over seven years. The
amortization of the core deposit intangible asset is not deductible for income
tax purposes.
Cost over fair value of net assets acquired associated with the
acquisition is not amortized in the above pro forma in accordance with the
Financial Accounting Standards Board Statement Number 142 and is subject to
impairment testing on an annual basis. The cost over fair value of net assets
acquired associated with the acquisition is not deductible for income tax
purposes.
BankAtlantic's merger related non-recurring expenses, estimated to be
approximately $2.0 million, were not included in the above pro forma. These
expenses consisted of impairment charges associated with the anticipated closure
of BankAtlantic branches, stay bonuses for designated Community
employees, data conversion costs relating to transferring customers to our
systems and professional fees. Additionally, Community's non-recurring expenses
of $7.2 million, which were included in other liabilities in the pro forma
combined statement of financial position above, were not included in the pro
forma combined statements of operations.
The assumed effective income tax rate was 36%.
(c) Exhibits
Exhibit 23.1 - Consent of Crowe, Chizek and Company LLP
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SIGNATURE
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 hereunto duly authorized.
BANKATLANTIC BANCORP, INC.
By: /s/ James A. White
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James A. White
Chief Financial Officer
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