-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VfF42NprNNldr0rpYcmuOn73XhK8i9o/tV4vwbIAxtd7qkMHGrsFYaQPcIWLpBuz jU88lKh8dvaTfCs6etFzeQ== 0000950144-02-003140.txt : 20020415 0000950144-02-003140.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950144-02-003140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020322 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKATLANTIC BANCORP INC CENTRAL INDEX KEY: 0000921768 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 650507804 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13133 FILM NUMBER: 02594739 BUSINESS ADDRESS: STREET 1: 1750 E SUNRISE BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: 9547605000 MAIL ADDRESS: STREET 1: 1750 EAST SUNRISE BOULEVARD CITY: FORT LAUDERVALE STATE: FL ZIP: 33304 8-K 1 g75206e8-k.txt BANKATLANTIC BANCORP, INC. 8-K 03/22/02 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 March 22, 2002 -------------------------------- (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 (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 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (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 =========== =========== =========== =========== =========== ===========
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. 2 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 ---------- ----------- --------- 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 --------- Total acquisition cost $ 172,123 =========
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 ------------ ------------ ------------ ------------ ------------ ------------ 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 ------------ ------------ ------------ ------------ ------------ ------------ Income before extraordinary item and cumulative effect of a change in accounting principle $ 20,774 $ (4,502) $ 16,272 $ 4,067 $ 611 $ 20,950 ============ ============ ============ ============ ============ ============ Basic earnings per share before extraordinary item and cumulative effect of a change in accounting principle $ 0.53 $ 0.46 ============ ============ Diluted earnings per share before extraordinary item and cumulative effect of a change in accounting principle $ 0.45 $ 0.40 ============ ============ Basic weighted average number of common and common equivalent shares outstanding 38,839,248 45,739,248 ============ ============ Diluted weighted average number of common and common equivalent shares outstanding 53,010,671 59,910,671 ============ ============
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 ========== ============
3 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 4 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 ------------------------------------- James A. White Chief Financial Officer 5 EX-23.1 3 g75206ex23-1.txt CONSENT OF CROWE CHIZEK AND COMPANY LLP Exhibit 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in the current report on Form 8-K of BankAtlantic Bancorp, Inc., dated March 22, 2002, of our report, dated February 16, 2001, as of and for the year ended December 31, 2000 relating to the financial statements which are contained in the Annual Report on Form 10-K of Community Savings Bankshares, Inc. for the year ended December 31, 2000. CROWE, CHIZEK AND COMPANY LLP Ft. Lauderdale, Florida March 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----