e8-k

8-K 1 g72154e8-k.htm BANKATLANTIC BANCORP, INC. e8-k

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934

Date of Report

October 16, 2001

(Date of earliest event reported)

BankAtlantic Bancorp, Inc.

(Exact name of registrant as specified in its Charter)


Florida	34-027228	65-0507804

(State of other jurisdiction or incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


1750 East Sunrise Blvd. 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 or former address, if changed since last report)

Item 5. Other Events

On September 9, 2001, we entered into a merger agreement to acquire Community Savings Bankshares, Inc. (“Community”) for approximately $170 million in cash. Community is the holding company for Community Savings F. A., a federally chartered savings and loan association founded in 1955 and headquartered in North Palm Beach, Florida. We are providing pro forma financial information for the purpose of including the information in registration statements that we have filed with the SEC under the Securities Act of 1933, which will incorporate this Form 8-K in such registration statements by reference and to concurrently make the information publicly available.

Pro Forma Financial Information

This pro forma 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 during 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 is a public company and it files annual, quarterly and current reports, proxy statements and other information with the SEC. Community’s common stock is 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 third quarter of 2001 of (i) an underwritten public offering of our Class A Common Stock, (ii) the redemption of our subordinated investment notes, (iii) the conversion of $50.8 million and the retirement of $251,000 of our 6.75% convertible subordinated debentures and (iv) the repayment of certain short term indebtedness. We refer to these transactions as “Capital Transactions”. 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 goodwill.

The pro forma combined statements of operations does not include non-recurring merger related costs and restructuring charges estimated at $6.5 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 June 30, 2001. The pro forma combined statements of operations assumes the acquisition occurred on January 1, 2001 and 2000.

The acquisition is subject to a number of conditions including approval of the transaction by Community’s shareholders and receipt of required regulatory approvals. There is no assurance that the acquisition will be consummated.

BankAtlantic Bancorp Inc.
Unaudited Pro Forma Combined Statement of Financial Position
June 30, 2001


			BankAtlantic
			Bancorp		Capital			Adjusted		Community		Acquisition			Proforma
			June 30,		Transactions			BankAtlantic		June 30,		Pro Forma			June 30,
(In thousands)			2001		Adjustments			Bancorp		2001		Adjustments			2001

ASSETS




Loans receivable, net			$	2,972,548	$	—		$	2,972,548	$	690,118	$	5,395	B	$	3,668,061




Investment securities				356,179		—			356,179		30,428		2,526	B		389,133




Securities available for sale, FHLB stock and trading securities				953,638		—			953,638		119,169		(70,200)	B		1,002,607




Cost over fair value of net assets acquired				48,463		—			48,463		—		41,469	B		89,932




Core deposit intangible assets				—		—			—		—		26,307	B		26,307




Other assets				425,269		(1,466)	A		423,803		108,632		(5,703)	B		526,732

	Total assets		$	4,756,097	$	(1,466)		$	4,754,631	$	948,347	$	(206)		$	5,702,772

LIABILITIES AND STOCKHOLDERS’ EQUITY




Deposits			$	2,370,505	$	—		$	2,370,505		669,800	$	8,647	B	$	3,048,952




Advances from FHLB				1,128,555		—			1,128,555		135,179		371	B		1,264,105




Short-term borrowings				545,714		(4,801)	A		540,913		—		—			540,913




Other borrowings				295,258		(85,854)	A		209,404		13,113		53,217	B		275,734




Other liabilities				141,652		(505)	A		141,147		14,315		3,499	B		158,961

Total liabilities				4,481,684		(91,160)			4,390,524		832,407		65,734			5,288,665




Total stockholders’ equity				274,413		89,694	A		364,107		115,940		(65,940)			414,107

		Total liabilities and stockholders’ equity	$	4,756,097	$	(1,466)		$	4,754,631	$	948,347	$	(206)		$	5,702,772

PRO FORMA COMBINED STATEMENT OF FINANCIAL CONDITION FOOTNOTES

A. Capital Transactions Adjustments

During the third quarter of 2001, we (i) issued 5.1 million shares of our Class A Common Stock in an underwritten public offering for net proceeds of $40.3 million, (ii) redeemed all of our outstanding subordinated investment notes with the proceeds of the offering and (iii) redeemed our 6.75% convertible subordinated debentures, 99.5% of which were converted into Class A Common Stock prior to the redemption date. The net proceeds of the offering were also used to repay short term borrowings. These capital transactions were included in the above pro forma information as if the transactions occurred at June 30, 2001 as detailed in the following table.


		Amount

Increase in stockholders’ equity from equity offering proceeds		$	40,318




Increase in stockholders’ equity from convertible debenture redemption			50,842




Reduction in other assets — deferred offering costs			(1,466	)

	Total increase in stockholders’ equity		89,694

Redemption of subordinated investment notes			(34,761	)




Redemption of convertible subordinated debentures			(51,093	)

	Total reductions in other borrowings		(85,854	)

Reduction in short term borrowings from equity offering proceeds			(4,801	)

Reduction in other liabilities — accrued interest payable		$	(505	)

B. Acquisition Pro Forma Adjustments

Community shareholders will receive the total acquisition cost of $170.2 million in cash. The pro forma assumes that we will finance the acquisition by issuing 5.8 million shares of Class A Common Stock for net proceeds of $50.0 million, originating trust preferred securities for net proceeds of $50.0 million and receiving dividends from BankAtlantic of $70.2 million. It is currently anticipated and the pro forma assumes that BankAtlantic will sell securities available for sale at amortized cost in order to fund the dividend and that regulatory approval of the dividend is obtained.

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 June 30, 2001.


Loans receivable, net	$	695,513




Investment securities		32,954




Securities available for sale		119,169




Other assets		99,085




Deposits		(678,447	)




Advances from FHLB		(135,550	)




Other borrowings		(14,698	)




Other liabilities		(15,602	)

Estimated fair value of net tangible assets acquired		102,424




Cost over fair value of net assets acquired		41,469




Core deposit intangible assets		26,307

Total acquisition costs	$	170,200

Investment securities acquisition pro forma entries consisted of a $9,000 increase in fair value on short term investments and a $2.5 million increase in fair value of investment securities held to maturity.

Loans receivable, net acquisition pro forma entries consisted of a $5.4 million fair value increase primarily associated with residential loans.

Deposit acquisition pro forma entries primarily consisted of an $8.6 million increase in the deposit liability associated with certificate accounts.

Advances from FHLB acquisition pro forma entries consisted of a $371,000 increase in the advance liability due to higher interest rates on advances than the June 30, 2001 market rates.

Other borrowings acquisition pro forma entries consisted of $1.6 million of additional liability assigned to a mortgage bond and $51.6 million of trust preferred securities issued to finance the acquisition.

Other liabilities acquisition pro forma entries consisted of $3.5 million of merger related expenses including severance expenses, contract buyout costs and professional fees.

Stockholders’ equity acquisition pro forma entries consisted of the elimination of Community’s stockholders’ equity of $115.9 million partially offset by the issuance of 5.8 million shares of Class A Common Stock in connection with the financing of the acquisition for net proceeds of $50.0 million.

Other assets purchase accounting entries consisted of a $7.3 million deferred tax credit resulting from book tax differences related to purchase accounting entries partially offset by $1.6 million of offering costs relating to the issuance of trust preferred securities

Securities available for sale pro forma entries consisted of the sale of $70.2 million of available for sale debt securities at amortized cost.

BANKATLANTIC BANCORP, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS


	BankAtlantic
	Bancorp							Community					Pro Forma
	For the Six							For the Six					For the Six
	Months		Capital			Adjusted		Months		Acquisition			Months
	Ended June 30,		Transactions			BankAtlantic		Ended June 30,		Pro Forma			Ended June 30,
(In thousands except share data)	2001		Adjustments			Bancorp		2001		Adjustments			2001

Total interest income	$	169,908	$	—		$	169,908	$	33,693	$	(2,778	)	$	200,823




Total interest expense		105,155		(4,118	)		101,037		19,724		(30	)		120,731

Net interest income		64,753		4,118			68,871		13,969		(2,748	)		80,092




Provision for loan losses		6,801		—			6,801		180		—			6,981




Non-interest income		54,334		—			54,334		2,426		—			56,760




Non-interest expense		88,018		—			88,018		12,163		1,644			101,825

Income before income taxes, cumulative effect of a change in accounting principles and extraordinary item		24,268		4,118			28,386		4,052		(4,392	)		28,046




Provision for income taxes		8,838		1,483			10,321		1,263		(1,581	)		10,003

Income before cumulative effect of a change in accounting principles and extraordinary item	$	15,430	$	2,635		$	18,065	$	2,789	$	(2,811	)	$	18,043

Basic earnings per share before cumulative effect of a change in accounting principles and extraordinary item	$	0.42											$	0.32

Diluted earnings per share before cumulative effect of a change in accounting principles and extraordinary item	$	0.34											$	0.31

Basic weighted average number of common and common equivalent shares outstanding		36,519,091												56,337,135

Diluted weighted average number of common and common equivalent shares outstanding		50,909,002												61,763,362

BANKATLANTIC BANCORP, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS


	BankAtlantic
	Bancorp							Community					Pro Forma
	For the Year		Capital			Adjusted		For the Year		Acquisition			For the Year
	Ended Dec 31,		Transactions			BankAtlantic		Ended Dec 31,		Pro Forma			Ended Dec 31,
(In thousands except share data)	2000		Adjustments			Bancorp		2000		Adjustments			2000

Total interest income	$	327,891	$	—		$	327,891	$	65,660	$	(5,483	)	$	388,068




Total interest expense		210,012		(7,607	)		202,405		37,502		(141	)		239,766

Net interest income		117,879		7,607			125,486		28,158		(5,342	)		148,302




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		3,288			203,028

Income before income taxes, cumulative effect of a change in accounting principles and extraordinary item		27,704		7,607			35,311		9,513		(8,630	)		36,194




Provision for income taxes		11,607		2,739			14,346		3,101		(3,107	)		14,340

Income before cumulative effect of a change in accounting principles and extraordinary item	$	16,097	$	4,868		$	20,965	$	6,412	$	(5,523	)	$	21,854

Class A Common Shares Basic earnings per share before cumulative effect of a change in accounting principles and extraordinary item	$	0.42											$	0.37

Diluted earnings per share before cumulative effect of a change in accounting principles and extraordinary item	$	0.38											$	0.37

Basic weighted average number of common and common equivalent shares outstanding		31,560,093												51,378,137

Diluted weighted average number of common and common equivalent shares outstanding		47,126,250												57,980,609

PRO FORMA COMBINED STATEMENT OF OPERATIONS FOOTNOTES

Capital Transactions Adjustments

Interest expense adjustments consisted of the elimination of the historical interest expense associated with the subordinated investment notes and the 6.75% convertible subordinated debentures and the reduction of interest expense related to the repayment of short term borrowings with the excess net proceeds of the equity offering during the third quarter of 2001.

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 held to maturity over a projected five year life. Interest income was reduced by the projected interest income associated with $70.2 million of debt securities available for sale assumed to have been sold in connection with the financing of the acquisition. The assumed average interest rate on the debt securities available for sale sold were 6.21% for the six months ended June 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) the decrease in interest expense associated with the projected amortization of fair value adjustments on mortgage bonds over a twelve year average life, (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 and (iv) an increase in interest expense in connection with the assumed issuance of $51.6 million of trust preferred securities. The assumed dividend rate on the trust preferred securities was 8.50%.

The adjustment to non-interest expenses represents the straight-line amortization of the core deposit intangible asset over eight 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 will be 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.

Merger related non-recurring expenses estimated to be approximately $6.5 million were not included in the above pro forma. These expenses consist of restructuring charges associated with closed BankAtlantic branches, retention bonuses for designated Community employees, data conversion costs relating to transferring customers to our systems and professional fees.

The assumed effective income tax rate was 36%.

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









Dated: October 16, 2001		By: /s/ James A. White

		James A. White




		Chief Financial Officer