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, 1997
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
(State or other jurisdiction of
incorporation or organization)
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida
(Address of principal executive offices)
65-0507804
(I.R.S. Employer
Identification No.)
33304
(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 9, 1997
Class A Common Stock, par value $0.01 per share 7,646,468
Class B Common Stock, par value $0.01 per share 10,743,256
<PAGE>
BankAtlantic Bancorp, Inc.
TABLE OF CONTENTS
-----------------
FINANCIAL INFORMATION Page Reference
- --------------------- --------------
Financial Statements.................................................... 1-6
Consolidated Statements of Financial Condition - March 31, 1997
and December 31, 1996 - Unaudited..................................... 1
Consolidated Statements of Operations - For the Three Months Ended
March 31, 1997 and 1996 - Unaudited................................... 2
Consolidated Statements of Cash Flows - For the Three Months Ended
March 31, 1997 and 1996 - Unaudited................................... 3-4
Notes to Consolidated Financial Statements - Unaudited................. 5-6
Management's Discussion and Analysis of Results of Operations
and Financial Condition............................................... 7-13
OTHER INFORMATION
- -----------------
Exhibits............................................................... 13
Signatures............................................................. 14
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[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
BankAtlantic Bancorp, Inc.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED
March 31, December 31,
1997 1996
ASSETS --------- -----------
(In thousands, except share data)
<S> <C> <C>
Cash and due from depository institutions ................................................... $ 81,099 $ 102,995
Federal Funds sold .......................................................................... 0 6,148
Other interest bearing deposits with depository institutions ................................ 22,998 0
Loans receivable, net ....................................................................... 1,851,441 1,824,856
Investment securities-net, held to maturity, at cost which approximates market value ........ 46,715 54,511
Debt securities available for sale, at market value ......................................... 572,783 439,345
Investment in trading account securities, at market value ................................... 6,349 0
Accrued interest receivable ................................................................. 21,333 20,755
Real estate owned, net ...................................................................... 4,713 4,918
Office properties and equipment, net ........................................................ 47,884 48,274
Federal Home Loan Bank stock, at cost which approximates market value ....................... 19,137 14,787
Mortgage servicing rights ................................................................... 27,408 25,002
Deferred tax asset, net ..................................................................... 5,481 3,355
Cost over fair value of net assets acquired ................................................. 28,050 28,591
Other assets ................................................................................ 37,694 31,990
--------- ---------
Total assets ................................................................................ $ 2,773,085 $ 2,605,527
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits .................................................................................... $ 1,824,189 $ 1,832,780
Advances from FHLB .......................................................................... 382,702 295,700
Securities sold under agreements to repurchase .............................................. 255,967 190,588
Subordinated debentures ..................................................................... 78,500 78,500
Drafts payable .............................................................................. 385 386
Advances by borrowers for taxes and insurance ............................................... 43,612 29,659
Other liabilities ........................................................................... 35,125 30,210
--------- ---------
Total liabilities ........................................................................... 2,620,480 2,457,823
--------- ---------
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,
7,817,090 and 7,807,258 shares ............................................................ 78 78
Class B Common Stock, $0.01 par value, authorized 15,000,000 shares; issued and outstanding,
10,735,440 and 10,542,116 shares .......................................................... 107 105
Additional paid-in capital .................................................................. 65,612 64,171
Retained earnings ........................................................................... 88,377 82,602
--------- ---------
Total stockholders' equity before net unrealized appreciation (depreciation) on debt securities
available for sale - net of deferred income taxes ....................................... 154,174 146,956
Net unrealized appreciation (depreciation) on debt securities available for sale - net of
deferred income taxes ................................................................... (1,569) 748
--------- ---------
Total stockholders' equity .................................................................. 152,605 147,704
--------- ---------
Total liabilities and stockholders' equity ................................................. $ 2,773,085 $ 2,605,527
========= =========
See Notes to Consolidated Financial Statements - Unaudited
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
(In thousands, except share data) ---------------
1997 1996
Interest income: ----------- ----------
<S> <C> <C>
Interest and fees on loans ................................ $ 41,123 $ 20,333
Interest on debt securities available for sale ............ 7,542 10,500
Interest and dividends on investment securities ........... 1,779 1,259
----------- ----------
Total interest income ..................................... 50,444 32,092
----------- ----------
Interest expense:
Interest on deposits ...................................... 17,275 12,379
Interest on advances from FHLB ............................ 4,801 2,027
Interest on securities sold under agreements to repurchase 2,549 718
Interest on subordinated debentures ....................... 1,539 496
----------- ----------
Total interest expense .................................... 26,164 15,620
----------- ----------
Net interest income ....................................... 24,280 16,472
Provision for loan losses ................................. 2,476 940
----------- ----------
Net interest income after provision for loan losses ....... 21,804 15,532
----------- ----------
Non-interest income:
Loan servicing and other loan fees ........................ 1,571 838
Gains on sales of loans originated for resale ............. 451 164
Unrealized loss on trading account securities ............. (68) 0
Gains on sales of mortgage servicing rights ............... 2,433 0
Gains on sales of debt securities available for sale ...... 253 2,292
Other ..................................................... 4,384 3,540
----------- ----------
Total non-interest income ................................. 9,024 6,834
----------- ----------
Non-interest expense:
Employee compensation and benefits ........................ 9,547 7,368
Occupancy and equipment ................................... 4,792 2,785
Federal insurance premium ................................. 208 591
Advertising and promotion ................................. 369 507
Foreclosed asset activity, net ............................ 13 (162)
Amortization of cost over fair value of net assets acquired 627 306
Other ..................................................... 4,844 3,120
----------- ----------
Total non-interest expense ................................ 20,400 14,515
----------- ----------
Income before income taxes ................................ 10,428 7,851
Provision for income taxes ................................ 4,087 3,141
----------- ----------
Net income ................................................ $ 6,341 $ 4,710
========== ==========
Net income per common and common equivalent share ......... $ 0.33 $ 0.27
========== ==========
Net income per common and common equivalent share,
assuming full dilution .................................. $ 0.28 $ 0.27
========== ==========
Weighted average number of common and common
equivalent shares outstanding ........................... 19,448,159 17,644,250
========== ==========
Weighted average number of common and common
equivalent shares outstanding, assuming full dilution .. 25,117,894 17,699,328
========== ==========
See Notes to Consolidated Financial Statements - Unaudited
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------
1997 1996
Operating activities: --------- ---------
<S> <C> <C>
Net income ................................................................................. $ 6,341 $ 4,710
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses .................................................................. 2,476 940
Depreciation ............................................................................... 1,290 858
Amortization of mortgage servicing rights ................................................. 1,833 1,500
Increase in deferred income tax asset, net ................................................. (671) (297)
Net (accretion) amortization of securities ................................................. (131) 5
Unrealized loss on trading account securities .............................................. 68 0
Net amortization of deferred loan origination fees ......................................... (290) (285)
Gains on sales of real estate owned ........................................................ (79) (149)
Net losses on sales of property and equipment .............................................. 18 71
Gains on sales of mortgage servicing rights ................................................ 0 (2,433)
Gains on sales of debt securities available for sale ....................................... (253) (2,292)
Purchases of trading account securities .................................................... (6,417) 0
Proceeds from loans originated for resale .................................................. 25,005 15,345
Fundings of loans originated for resale (13,074) (12,449)
Gains on sales of loans originated for resale .............................................. (451) (164)
Provision for tax certificate losses ....................................................... 78 125
Amortization of dealer reserve ............................................................. 2,061 593
Amortization of cost over fair value of net assets acquired ................................ 627 306
Net accretion of purchase accounting adjustments ........................................... (221) (68)
Amortization of deferred borrowing costs .................................................. 85 26
Decrease (increase) in accrued interest receivable ......................................... (578) 603
Decrease (increase) in other assets ........................................................ 769 (2,344)
Increase in other liabilities .............................................................. 5,156 2,585
Decrease in drafts payable ................................................................. (1) (250)
--------- ---------
Net cash provided by operating activities .................................................. 21,208 9,369
--------- ---------
Investing activities:
Proceeds from redemption and maturities of investment securities ........................... 12,311 9,414
Purchase of investment securities .......................................................... (4,593) (220)
Proceeds from sales of debt securities available for sale .................................. 91,519 75,394
Principal collected on debt securities available for sale .................................. 43,147 52,942
Purchases of debt securities available for sale ............................................ (271,434) 0
Proceeds from sales of FHLB stock .......................................................... 1,550 1,249
FHLB stock acquired ........................................................................ (5,900) 0
Principal reduction on loans................................................................ 164,309 132,570
Loan fundings for portfolio................................................................. (135,702) (169,172)
Loans purchased............................................................................. (68,957) (2,237)
Proceeds from maturities of bankers'acceptances............................................. 208 0
Fundings of bankers' acceptances............................................................ (77) 0
Net increase in other interest bearing deposits with depository institutions................ (22,998) 0
Additions to dealer reserve ................................................................ (2,630) (356)
Proceeds from sales of real estate owned ................................................... 429 548
Mortgage servicing rights acquired.......................................................... (9,155) (5,212)
Proceeds from sales of mortgage servicing rights ........................................... 1,291 0
Additions to office property and equipment ................................................. (918) (2,577)
--------- ---------
Net cash provided (used) by investing activities ........................................... (207,600) 92,343
--------- ---------
See Notes to Consolidated Financial Statements - Unaudited (Continued)
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS FOR CASH FLOWS - UNAUDITED
(CONTINUED)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------
1997 1996
---- ----
FINANCING ACTIVITIES:
<S> <C> <C>
Net increase (decrease) in deposits ........................................... $ (21,847) $ 12,345
Interest credited to deposits ................................................. 13,311 10,507
Repayments of FHLB advances ................................................... (160,000) (325,270)
Proceeds from FHLB advances ................................................... 247,002 186,970
Net increase (decrease) in securities sold under agreements to repurchase .... 65,379 (22,356)
Net decrease in federal funds purchased ....................................... 0 (1,200)
Repayment of note payable ..................................................... 0 (1)
Issuance of common stock relating to exercise of employee stock options ....... 1,101 0
Issuance of common stock, net ................................................. 0 15,791
Receipts of advances by borrowers for taxes and insurance ..................... 13,953 13,234
Common stock dividends paid ................................................... (551) (466)
------- --------
Net cash provided by financing activities .................................... 158,348 (110,446)
------- --------
Decrease in cash and cash equivalents ........................................ (28,044) (8,734)
Cash and cash equivalents at beginning of period .............................. 109,143 69,867
------- --------
Cash and cash equivalents at end of period .................................... $ 81,099 $ 61,133
======= =======
Supplementary disclosure and non-cash investing and financing activities:
Interest paid on borrowings ................................................... $ 26,599 $ 15,176
Income taxes paid ............................................................. 910 0
Loans transferred to real estate owned ........................................ 145 856
Proceeds receivable from sales of mortgage servicing rights ................... 6,058 0
Loan charge-offs .............................................................. 2,423 1,854
Tax certificate charge-offs, net of (recoveries) .............................. (226) 142
Common stock dividend declared and not paid until April ....................... 566 524
Increase in equity for the tax effect related to the exercise of employee stock
options ..................................................................... 342 0
Change in net unrealized depreciation on debt securities available for sale ... (3,772) (6,055)
Change in deferred taxes on net unrealized depreciation on debt
securities available for sale ............................................... (1,455) (2,336)
Change in stockholders' equity from net unrealized depreciation
on debt securities available for sale, less related deferred income taxes ... (2,317) (3,719)
====== ======
See Notes to Consolidated Financial Statements - Unaudited
</TABLE>
<PAGE>
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. Under applicable
law, BBC generally has broad authority to engage in various types of business
activities with few restrictions. BBC's activities currently relate to the
operations of BankAtlantic and BankAtlantic's subsidiaries. BankAtlantic's
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, 1997, the consolidated results of
operations and the consolidated cash flows for the three months ended March 31,
1997 and 1996. 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, 1996.
2. Equity Capital
The follow table sets forth the changes in common stockholders' equity
for the three months ended March 31, 1997 before net unrealized depreciation of
debt securities available for sale:
<TABLE>
<CAPTION>
Additional
(in thousands) Common Paid in Retained
Stock Capital Earnings
-------- ---------- --------
<S> <C> <C> <C>
Balance at December 31, 1996 ................................ $ 183 $ 64,171 $ 82,602
Exercise of stock options .................................. 2 1,099 0
Tax effect relating to the exercise of employee stock options 0 342 0
Net income .................................................. 0 0 6,341
Dividends on common stock ................................... 0 0 (566)
-------- ---------- --------
Balance at March 31, 1997 ................................... $ 185 $ 65,612 $ 88,377
======== ========== ========
</TABLE>
3. Sales of Financial Assets
During the three months ended March 31, 1997, BankAtlantic sold $5.3
million of mortgage servicing rights realizing a gain of $2.4 million. These
mortgage servicing rights related to approximately $518.2 million of loans.
Included in other assets at March 31, 1997 were $6.1 million and $9.5 million of
receivables from the sales of mortgage servicing rights during the months of
March 1997 and December 1996, respectively. During the quarter ended March 31,
1997, BBC sold $91.3 million of treasury notes for a $253,000 gain.
4. Trading Account Securities
During the three months ended March 31, 1997, BBC purchased $6.3 million
of marketable equity securities and classified them as trading account
securities. Trading account securities are recorded at fair value with
unrealized gains or losses reflected in operations. At March 31, 1997 the
unrealized loss on trading account securities was $68,000.
<PAGE>
5. Guaranteed Preferred Beneficial Interests in BBC's Junior Subordinated
Debentures
In March 1997, BBC formed BBC Capital Trust I ("BBC Capital"). BBC
Capital is a statutory business trust which was formed for the purpose of
issuing Cumulative Trust Preferred Securities ("Preferred Securities") and
investing the proceeds thereof in Junior Subordinated Debentures of BBC. In a
public offering in April 1997, BBC Capital issued 2.99 million shares of
Preferred Securities at a price of $25 per share. The gross proceeds from the
offering of $74.75 million were invested in an identical principal amount of
BBC's 9.50% Junior Subordinated Debentures (the "Junior Subordinated
Debentures") which bear interest at the same rate as the Preferred Securities
and have a stated maturity of 30 years. In addition, BBC contributed $2.3
million to BBC Capital in exchange for BBC Capital's Common Securities (the
"Common Securities") and such proceeds were also invested in an identical
principal amount of Junior Subordinated Debentures. Offering costs of $2.9
million were paid by BBC. BBC intends to use the net proceeds from the sale of
the Junior Subordinated Debentures for general corporate purposes, including
repurchases of its common stock, for acquisitions by either BBC or BankAtlantic
and contribution to BankAtlantic to support growth and for working capital. Such
possible future acquisitions may be in businesses not engaged in banking
activities and in such event such acquisitions could result in material changes
to the scope of BBC's business and would subject BBC to the risks inherent in
any businesses acquired. BBC Capital's sole asset is $77.1 million aggregate
principal amount of the Junior Subordinated Debentures.
Holders of the Preferred Securities and the Common Securities will be
entitled to receive a cumulative cash distribution at a fixed 9.50% rate of the
$25 liquidation amount of each Security and the Preferred Securities will have a
preference under certain circumstances with respect to cash distributions and
amounts payable on liquidation, redemption or otherwise over the Common
Securities. The Preferred Securities are considered debt for financial
accounting and tax purposes.
BBC has the right, at any time, so long as no event of default has occurred
and is continuing, to defer payments of interest on the Junior Subordinated
Debentures for a period not exceeding 20 consecutive quarters; provided, that no
extended interest payment period may extend beyond the stated maturity of the
Junior Subordinated Debentures. During the extended interest payment period,
distributions or the Preferred Securities will also be deferred and BBC will be
prohibited from declaring or paying any cash distributions with respect to its
debt securities that rank pari passu with or junior to the Junior Subordinated
Debentures or with respect to its capital stock. The Preferred Securities are
subject to mandatory redemption, in whole or in part, upon repayment of the
Junior Subordinated Debentures at maturity or their earlier redemption. Subject
to regulatory approval, if then required, the Junior Subordinated Debentures are
redeemable prior to maturity at the option of BBC (i) on or after June 30, 2002,
in whole at any time or in part from time to time, or (ii) at any time, in whole
( but not in part), within 180 days following the occurrence of certain events
including certain changes in the tax laws, in each case at a redemption price
equal to 100% of the principal amount of the Junior Subordinated Debentures so
redeemed, together with any accrued but unpaid interest to the date fixed for
redemption. Subject to receipt of any regulatory approvals, BBC has the right at
any time to terminate BBC Capital and cause the Junior Subordinated Debentures
to be distributed to holders of Preferred Securities in liquidation of BBC
Capital. BBC has guaranteed the payment of distributions and payments on
liquidation or redemption of the Preferred Securities, but only in each case to
the extent of funds held by BBC Capital. The obligations of BBC under the
guarantee and the Junior Subordinated Debentures are subordinate and junior in
right of payment to all Senior Debt and the Company's 6 3/4% Convertible
Subordinated Debentures (as defined in the Indenture relating to the Junior
Subordinated Debentures) and the 9% Subordinated Debentures.
<PAGE>
6. New Accounting Standard
Financial Accounting Standards Board Statement No. 128, Earnings per Share
("FAS 128") was issued in February 1997. This statement simplifies the standards
for computing earnings per share ("EPS") and is effective for financial
statements issued for periods ending after December 15, 1997. FAS 128 requires
restatement of all prior-period EPS data presented. FAS 128 requires dual
presentation of basic and diluted EPS on the face of the income statement with a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. Basic EPS excludes
dilution and is computed by dividing net income by the weighted average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if options or warrants to issue common stock were
exercised. Diluted EPS is computed similarly to fully diluted EPS pursuant to
Accounting Principles Board Opinion 15. Implementation of FAS 128 will impact
disclosure of EPS and will not have a material impact on BBC's Statement of
Operations or Statement of Financial Condition.
7. Subsequent Events
On April 4, 1997, BBC registered the issuance from time to time of its
shares of Class A Common Stock issuable upon conversion of BBC's 6 3/4%
Convertible Subordinated Debentures. Subsequently, $200,000 of BBC's 6 3/4%
Convertible Subordinated Debentures were converted into 19,531 shares of Class A
Common Stock based on the $10.24 conversion price.
8. Certain amounts for prior periods have been reclassified to conform with
statement presentation for 1997.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Except for historical information contained herein, the matters discussed
in this report are forward-looking statements made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. These
forward-looking statements are based largely on BBC's expectations and are
subject to a number of risks and uncertainties, including but not limited to,
economic, competitive and other factors affecting BBC's operations, markets,
products and services, expansion strategies and other factors discussed in BBC's
Annual Report on Form 10K for the year ended December 31, 1996. Many of these
factors are beyond BBC's control. Actual results could differ materially from
these forward-looking statements. In light of these risks and uncertainties,
there is no assurance that the forward-looking information contained in this
report will, in fact, occur.
BBC's net income for the quarter ended March 31, 1997 was $6.3 million
or $0.33 and $0.28 primary and fully diluted earnings per common and common
equivalent share, respectively, compared to net income of $4.7 million or $0.27
primary and fully diluted earnings per common and common equivalent share for
the quarter ended March 31, 1996.
Net interest income after provision for loan losses was $21.8 million
for the March 31, 1997 quarter compared to $15.5 million for the quarter ended
March 31, 1996. During the three months ended March 31, 1997, total interest
income increased by $18.4 million primarily due to higher interest income earned
on loans and investment securities, partially offset by lower interest income on
debt securities available for sale. This increase in loan interest income
reflects higher average balances resulting from the purchase of residential
mortgage loans, loan fundings and the October 1996 Bank of North America ("BNA")
acquisition. The increase in interest and dividends on investment securities was
primarily due to a $500,000 reversal of tax certificate interest income reserve
compared to a $98,000 reversal during the same 1996 period . The interest
reserve reversal reflects higher than anticipated tax certificate repayments.
Tax certificate and FHLB stock average balances were higher during the 1997
quarter than the 1996 quarter. The increase in the level of tax certificates
reflects the fact that BankAtlantic began purchasing tax certificates outside of
Florida during the first quarter of 1997 . Increases in FHLB stock were required
based on increased FHLB advances. The decline in interest income on debt
securities available for sale resulted from lower average balances primarily due
to securities sales and principal repayments. During the three months ended
March 31, 1997 total interest expense was $26.2 million compared to $15.6
million during the comparable 1996 period. The higher interest expense primarily
resulted from the BNA acquisition, increased borrowings and a generally higher
interest rate environment during 1997 than experienced in 1996. Included in 1997
borrowings was $57.5 million of 6 3/4% Convertible Subordinated Debentures
issued in July 1996. The increased borrowings funded loan growth and the BNA
acquisition. The provision for loan losses was $2.5 million for the three months
ended March 31, 1997 compared to $940,000 during the comparable 1996 period. The
increased provision for loan losses resulted from higher consumer loan net
charge-offs and a $150,000 specific allowance relating to BNA construction loans
to a builder . Non-interest income was $9.0 million for the three months ended
March 31, 1997 compared to $6.8 million for the comparable 1996 period. The $2.2
million net increase was primarily comprised of $903,000 of increased ATM and
transaction account fee income, $733,000 of increased loan servicing and other
loan fee income, a $2.4 million gains on the sales of mortgage servicing rights
offset by a $2.0 million decline in gains on sales of debt securities available
for sale. Non-interest expense for the quarter ended March 31, 1997 was $20.4
million compared to $14.5 million for the same 1996 period. The net increase of
$5.9 million primarily resulted from additional expenses associated with
operating a larger organization due to the BNA acquisition, higher legal
expenses, increased consumer repossession costs and data processing fees and
expenses associated with the conversion of data processing function to a service
bureau during the fourth quarter of 1996.
<TABLE>
<CAPTION>
Net Interest Income
For the Three Months Ended
March 31,
---------------------------------
(In thousands) 1997 1996 Change
--------- --------- ---------
<S> <C> <C> <C>
Interest and fees on loans ............................... $ 41,123 $ 20,333 $ 20,790
Interest on debt securities available for sale ........... 7,542 10,500 (2,958)
Interest and dividends on investment securities .......... 1,779 1,259 520
Interest on deposits ..................................... (17,275) (12,379) (4,896)
Interest on advances from FHLB ........................... (4,801) (2,027) (2,774)
Interest on securities sold under agreements to repurchase (2,549) (718) (1,831)
Interest on subordinated debentures ...................... (1,539) (496) (1,043)
--------- --------- ---------
Net interest income ................................. $ 24,280 $ 16,472 $ 7,808
========= ========= =========
</TABLE>
<PAGE>
The increase in interest and fees on loans during the three months ended
March 31, 1997 compared to the same period in 1996 reflects higher average
balances resulting from loans acquired in connection with the BNA acquisition,
residential loan purchases, and loan fundings. The higher loan average balances
were partially offset by lower rates earned on consumer loans. Loan average
balances increased from $860.2 million during the three months ended March 31,
1996 to $1.9 billion during the comparable period during 1997. The BNA
acquisition increased loan balances by $395.0 million. During the three months
ended March 31, 1997 and the year ended December 31, 1996, BankAtlantic
purchased for portfolio $69.0 million and $465.9 million of residential first
mortgage loans from mortgage bankers and financial institutions located in
various states. Loan fundings for portfolio were $135.7 million, $169.2 million
and $692.5 million for the three months ended March 31, 1997 and 1996, and the
year ended December 31, 1996, respectively. The lower fundings during the 1997
quarter compared to the same period during 1996 resulted from the
discontinuation of mass and direct marketing of consumer loans during the fourth
quarter of 1996 and lower residential loan fundings. The decrease in yields
earned on consumer loans reflects the funding of new loans bearing lower
interest rates than portfolio loan rates and the acquisition of BNA's consumer
loan portfolio. The decline in interest on debt securities available for sale
resulted from lower average balances and yields whichdeclined from $647.1
million and 6.49% for the three months ended March 31, 1996 to $492.3 million
and 6.13% for the comparable 1997 period. The decline in debt securities
available for sale average balances and yields resulted from principal
repayments and sales of debt securities. Sales of debt securities were $91.3
million and $368.5 million during the three months ended March 31, 1997 and the
year ended December 31, 1996, respectively. The lower debt securities available
for sale average balances for the three months ended March 31, 1997 were
partially offset by purchases of $148.8 million of treasury notes, $121.3
million of 7 year balloon mortgage-backed securities, and $1.3 million of 5 year
balloon mortgage-backed securities. The 1997 increase in interest and dividends
on investment securities was primarily due to a $500,000 reversal of tax
certificate interest income reserve compared to a $98,000 reversal during the
same 1996 period. The interest reserve reversal reflects higher than anticipated
tax certificate repayments. Tax certificate and FHLB stock average balances were
higher during the 1997 quarter compared to the 1996 quarter. The increase in the
level of tax certificates reflects the fact that BankAtlantic began purchasing
tax certificates outside of Florida during the first quarter of 1997. Increases
in FHLB stock were required because of increased FHLB advances.
The increase in interest on deposits for the quarter ended March 31, 1997
compared to the comparable 1996 quarter resulted from higher average deposit
balances and rates during 1997. Average interest bearing deposit balances
increased from $1.2 billion for the three months ended March 31, 1996 to $1.7
billion for the comparable period ended March 31, 1997, and average rates on
deposits increased from 4.11% during the 1996 quarter to 4.19% during the 1997
quarter. The increase in the rates on deposits reflected higher rates on money
market funds partially offset by lower certificate of deposit rates. The higher
deposit average balances primarily resulted from $469.1 million of interest
bearing deposits acquired with the BNA acquisition. The increase in interest
expense on advances from FHLB was primarily due to higher average balances and
secondarily to higher average rates. Advances from FHLB average balances
increased from $145.1 million during the first quarter of 1996 to $314.5 million
during the comparable 1997 quarter, and average rates paid on advances from FHLB
increased from 5.60% during the 1996 three month period to 6.19% during the same
period in 1997. The additional FHLB borrowings were primarily intermediate term
advances. Intermediate term advances generally have higher rates than short term
advances and were used to partially fund the purchase of residential loans. The
additional interest expense on securities sold under agreements to repurchase
resulted from higher average balances and rates. Securities sold under
agreements to repurchase average balances increased from $64.0 million during
the three months ended March 31, 1996 to $194.5 million during the comparable
1997 three month period and average rates increased from 4.39% during the 1996
period to 5.26% during the comparable 1997 period. The increased average rates
on securities sold under agreements to repurchase resulted from a higher
interest rate environment during 1997 than experienced during 1996. The higher
interest on subordinated debentures relates to the issuance of $57.5 million of
6 3/4% Convertible Subordinated Debentures in July 1996.
PROVISION FOR LOAN LOSSES
The provision for loan losses for first quarter 1997 was $2.5 million
compared to $940,000 during the comparable 1996 period. The higher 1997
provision for loan losses reflects an $865,000 increase in consumer loan net
charge-offs, and a $450,000 increase in the March 1997 allowance for loan losses
compared to a $300,000 reduction in the loan loss allowance during the March
1996 period. The increased consumer loan net charge-offs primarily resulted from
the indirect consumer loan portfolio acquired with the BNA acquisition. The 1997
allowance for loan losses increase reflects a $150,000 specific allowance for
BNA construction loans to a builder . The remaining increase in the allowance
for loan losses was due to loan growth and recent consumer loan delinquency
trends.
<PAGE>
On the indicated dates BBC's risk elements and non-performing assets were
(in thousands):
March 31, December 31,
1997 1996
-------- -----------
Nonaccrual :
Tax certificates .................... $ 1,658 $ 1,835
Loans ............................... 12,339 12,424
------ ------
Total nonaccrual .................... 13,997 14,259
====== ======
Repossessed Assets:
Real estate owned .................... 4,713 4,918
Repossessed assets ................... 3,739 1,992
------ -------
Total repossessed assets ............. 8,452 6,910
====== =======
Contractually past due 90 days or more (1) 935 2,961
Total non-performing assets .......... 23,384 24,130
Restructured loans ....................... 3,762 3,718
------- -------
Total risk elements .................. $27,146 $27,848
======= =======
(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.
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 relating 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.
Total risk elements at March 31, 1997 compared to December 31, 1996
decreased by $702,000. The lower amount of risk elements primarily related to
decreases in loans contractually past due 90 days or more, partially offset by
higher repossessed assets balances. The $2.0 million decrease in loans
contractually past due 90 days or more resulted from the renewal of three
commercial loans amounting to $1.4 million and the payoff of a $600,000
commercial loan. The $1.7 million increase in repossessed assets primarily
relates to automobiles associated with the indirect consumer loan portfolio
acquired with the BNA acquisition. Furthermore, real estate owned declined by
$205,000 due to sales, and nonaccrual tax certificates decreased by $177,000
resulting from redemptions of certificates.
Non-Interest Income
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
-----------------------------
(In thousands) 1997 1996 Change
------- ------- -------
<S> <C> <C> <C>
Loan servicing and other loan fees ................. $ 1,571 $ 838 $ 733
Gains on sales of loans originated for resale ...... 451 164 287
Unrealized loss on trading account securities ...... (68) 0 (68)
Gains on sales of mortgage servicing rights ........ 2,433 0 2,433
Gains on sales of debt securities available for sale 253 2,292 (2,039)
Other .............................................. 4,384 3,540 844
------- ------- -------
Total non-interest income ....................... $ 9,024 $ 6,834 $ 2,190
======= ======= =======
</TABLE>
The increase in loan servicing and other loan fees during the three month
period in 1997 compared to the corresponding 1996 period resulted from higher
loan servicing fees, late fee income and loan fees. Loan servicing income
increased from $126,000 during the three months ended March 31, 1997 to $482,000
during the same 1997 period. The increased servicing income reflects the
increase of mortgage servicing rights average balances from $22.4 million during
the quarter ended March 31, 1996 to $28.3 million during the 1997 quarter, as
well as a lower amortization rate on mortgage servicing rights caused by reduced
loan prepayments during the comparable periods. In addition, investor loan
set-up fee income increased by $143,000 resulting from increases in mortgage
loans serviced for others. Late fee income increased from $311,000 during the
three months ended March 31, 1996 to $491,000 during the comparable 1997 period.
The increased late fee income resulted from higher loan average balances. Other
loan fees increased by $111,000 during the 1997 period compared to the same 1996
period. The other loan fee income increase primary resulted from higher
prepayment penalties on commercial loans.
During the three months ended March 31, 1997 and 1996, BankAtlantic sold
$24.6 million and $15.2 million, respectively, of recently originated
residential loans for gains as reported in the prior table.
During the three months ended March 31, 1997, BBC purchased $6.3 million of
marketable equity securities which are classified as trading securities. The
unrealized losses on these securities is shown in the prior table.
During the three months ended March 31, 1997, BankAtlantic sold $5.3
million of mortgage servicing rights for the gain reported in the above table.
These rights related to approximately $518.2 million of loans serviced for
others.
During the three months ended March 31, 1997, BankAtlantic sold from its
available for sale portfolio $91.3 million of treasury notes, and during the
three months ended March 31, 1996, BankAtlantic sold $52.6 million of adjustable
rate mortgage-backed securities and $20.5 million of 15 year mortgage-backed
securities for the gains reported in the prior table.
The increase in other non-interest income during the three months ended
March 31, 1997 compared to the 1996 period was due to higher fees earned on
checking accounts and ATM fees, partially offset by lower lease income. Checking
account income and ATM fees were $2.1 million and $1.3 million for the first
quarter 1997, respectively, compared to $1.9 million and $668,000, respectively,
during the comparable 1996 period. The $144,000 decline in lease income resulted
from sales of leased properties during December 1996.
Non-Interest Expenses
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
-----------------------------
(In thousands) 1997 1996 Change
- -------------- ---- ---- ------
<S> <C> <C> <C>
Employee compensation and benefits ................... $ 9,547 $ 7,368 $ 2,179
Occupancy and equipment .............................. 4,792 2,785 2,007
Federal insurance premium ............................ 208 591 (383)
Advertising and promotion ............................ 369 507 (138)
Foreclosed asset activity, net ....................... 13 (162) 175
Amortization of cost over fair value of net assets
acquired ........................................... 627 306 321
Other ................................................ 4,844 3,120 1,724
----- ----- -----
Total non-interest expenses ...................... $20,400 $14,515 $ 5,885
======= ======= =======
</TABLE>
The increase in employee compensation and benefits during the three months
ended March 31, 1997 compared to the 1996 period resulted from the expansion of
BankAtlantic's branch network, the acquisition of eight BNA branches and annual
salary increases. Occupancy and equipment expenses increased due to the expanded
branch network and the BNA acquisition mentioned above, and the fourth quarter
conversion of data processing functions to an outside service bureau. As a
result of the conversion, processing fees and depreciation expense increased
from $108,000 and $858,000 during 1996 to $1.0 million and $1.3 million during
1997, respectively. The increase in depreciation expense resulted from the
purchase of item processing equipment, the implementation of a wide area network
throughout the organization, and upgrading consumer and residential lending loan
origination software. Management believes these expenditures will enhance
BankAtlantic's customer delivery systems.
The reduction in federal insurance premium during the 1997 quarter resulted
from reduced FDIC premium rates based on the SAIF recapitalization substantially
effected in September 1996. At that time BankAtlantic incurred a $7.2 million
special one-time SAIF assessment. The decline was partially offset by increased
deposits in connection with the BNA acquisition on which FDIC premiums are
assessed.
The decline in advertising and promotion expenses during 1997 resulted from
direct consumer lending and branch expansion promotions during 1996 that were
not conducted in 1997.
<PAGE>
The decline in foreclosed asset activity, net reflects lower levels of real
estate owned and related activities during the periods. Gains on sales of real
estate owned and operating expenses were $79,000 and $92,000, respectively,
during 1997 compared to gains of $149,000 and operating income of $13,000 for
the comparable 1996 period.
The increase in the amortization of cost over fair value of net assets
acquired for the three months ended March 31, 1997 related to the BNA
acquisition.
The increase in other expenses during the three months ended March 31, 1997
compared to the 1996 period reflects expenses associated with the BNA
acquisition, an expanded branch network, service bureau conversion losses
discussed below, as well as higher consumer repossession expenses primarily
resulting from increased volume. In 1997, telephone, postage, stationery,
printing and supplies expenses increased by a total of $368,000 compared to 1996
due to the expanded branch network and the BNA acquisition. Check losses and
teller outages increased by a total of $388,000 largely associated with the
October, 1996data processing conversion. Consumer repossession expenses
increased by $782,000 primarily as a consequence of the indirect consumer
automobile loans acquired in connection with the BNA and MegaBank acquisitions.
Financial Condition
BBC's total assets at March 31, 1997 were $2.8 billion compared to $2.6
billion at December 31, 1996. Loans receivable, net, debt securities available
for sale, trading account securities, FHLB stock, and other assets increased by
$26.6 million, $133.4 million, $6.3 million, $4.4 million, and $5.7 million,
respectively. The $23.0 million increase in other interest bearing deposits with
depository institutions was offset by decreases in cash and federal funds sold
of $21.9 million and $6.1 million, respectively. The increase in loans
receivable, net reflects $69.0 million of residential loan purchases and $135.7
million of loan fundings for portfolio, partially offset by $164.3 million of
loan principal repayments and $24.6 million of loan sales. The higher debt
securities available for sale balances reflect the purchase of $271.4 million of
securities, partially offset by the sale of $91.3 million of treasury notes and
$43.1 million of principal repayments. During 1997, BBC purchased $6.3 million
of marketable equity securities and additional FHLB stock was purchased to
satisfy FHLB advance requirements. The other asset increase reflects a
receivable associated with the sale of mortgage servicing rights during March
1997.
At March 31, 1997, FHLB advances, securities sold under agreements to
repurchase and advances by borrowers for taxes and insurance increased by $87.0
million, $65.4 million and $14.0 million, respectively. The additional
borrowings, loan repayments, and principal collected on debt securities
available for sale and investment securities were used to fund loan growth and
deposit outflows and to purchase debt securities available for sale, FHLB stock
and trading account securities.
Liquidity and Capital Resources
BBC's primary source of funds during the first three months of 1997 were
dividends from BankAtlantic. The primary use of funds during the three month
period was payment of cash dividends to common stockholders, interest expense on
its outstanding 9% Subordinated Debentures and 6 3/4% Convertible Subordinated
Debentures, the purchase of $6.3 million of trading account securities and
funding a $6.5 million commercial loan participated with BankAtlantic. It is
anticipated that funds for interest and dividend payments will continue to be
obtained from BankAtlantic. BBC currently anticipates that it will pay regular
quarterly cash dividends on its common stock. Payment of interest and the
ultimate repayment of the 6 3/4% and 9% Debentures is significantly dependent
upon the operations and distributions from BankAtlantic, refinancing of the debt
or raising additional equity capital.
In March 1997, BBC formed BBC Capital Trust I ("BBC Capital"). BBC Capital
is a statutory business trust which was formed for the purpose of issuing
Cumulative Trust Preferred Securities ("Preferred Securities") and investing the
proceeds thereof in Junior Subordinated Debentures of BBC. In a public offering
in April 1997, BBC Capital issued 2.99 million shares of Preferred Securities at
a price of $25 per share. The gross proceeds from the offering of $74.75 million
were invested in an identical principal amount of BBC's 9.50% Junior
Subordinated Debentures (the "Junior Subordinated Debentures") which bear
interest at the same rate as the Preferred Securities and have a stated maturity
of 30 years. In addition, BBC contributed $2.3 million to BBC Capital in
exchange for BBC Capital's Common Securities (the "Common Securities") and such
proceeds were also invested in an identical principal amount of Junior
Subordinated Debentures. Offering costs of $2.9 million were paid by BBC. BBC
intends to use the net proceeds from the sale of the Junior Subordinated
Debentures for general corporate purposes, including repurchases of its common
stock, for acquisitions by either BBC or BankAtlantic and contribution to
BankAtlantic to support growth and for working capital. Such possible future
acquisitions may be in businesses not engaged in banking activities and in such
event such acquisitions could result in material changes to the scope of BBC's
business and would subject BBC to the risks inherent in any businesses acquired.
BBC Capital's sole asset is $77.1 million aggregate principal amount of the
Junior Subordinated Debentures.
<PAGE>
Holders of the Preferred Securities and the Common Securities will be
entitled to receive a cumulative cash distribution at a fixed 9.50% rate of the
$25 liquidation amount of each Security and the Preferred Securities will have a
preference under certain circumstances with respect to cash distributions and
amounts payable on liquidation, redemption or otherwise over the Common
Securities. The Preferred Securities are considered debt for financial
accounting and tax purposes.
BBC has the right, at any time, so long as no event of default has occurred
and is continuing, to defer payments of interest on the Junior Subordinated
Debentures for a period not exceeding 20 consecutive quarters; provided, that no
extended interest payment period may extend beyond the stated maturity of the
Junior Subordinated Debentures. During the extended interest payment period,
distributions or the Preferred Securities will also be deferred and BBC will be
prohibited from declaring or paying any cash distributions with respect to its
debt securities that rank pari passu with or junior to the Junior Subordinated
Debentures or with respect to its capital stock. The Preferred Securities are
subject to mandatory redemption, in whole or in part, upon repayment of the
Junior Subordinated Debentures at maturity or their earlier redemption. Subject
to regulatory approval, if then required, the Junior Subordinated Debentures are
redeemable prior to maturity at the option of BBC (i) on or after June 30, 2002,
in whole at any time or in part from time to time, or (ii) at any time, in whole
( but not in part), within 180 days following the occurrence of certain events
including certain changes in the tax laws, in each case at a redemption price
equal to 100% of the principal amount of the Junior Subordinated Debentures so
redeemed, together with any accrued but unpaid interest to the date fixed for
redemption. Subject to receipt of any regulatory approvals, BBC has the right at
any time to terminate BBC Capital and cause the Junior Subordinated Debentures
to be distributed to holders of Preferred Securities in liquidation of BBC
Capital. BBC has guaranteed the payment of distributions and payments on
liquidation or redemption of the Preferred Securities, but only in each case to
the extent of funds held by BBC Capital. The obligations of BBC under the
guarantee and the Junior Subordinated Debentures are subordinate and junior in
right of payment to all Senior Debt and the Company's 6 3/4% Convertible
Subordinated Debt (as defined in the Indenture relating to the Junior
Subordinated Debentures) and the 9% Subordinated Debentures.
BankAtlantic's primary sources of funds during the first three months of
1997 were from operations, principal collected on loans, mortgage-backed
securities, investment securities, sales of debt securities available for sale,
FHLB advances, a mortgage servicing rights sale, securities sold under
agreements to repurchase and advances from borrowers for taxes and insurance.
These funds were primarily utilized to fund deposit outflows and loan purchases
and fundings and the purchase of FHLB stock, tax certificates, and debt
securities available for sale. At March 31, 1997, BankAtlantic met all
applicable liquidity and regulatory capital requirements.
BankAtlantic's commitments to originate loans at March 31, 1997 were $46.9
million compared to $95.4 million at March 31, 1996. Commitments to purchase
residential loans were $24.0 million and $0 at March 31, 1997 and 1996,
respectively. BankAtlantic expects to fund the 1997 loan commitments from loan
and debt securities available for sale repayments. At March 31, 1997, loan
commitments were 2.48 % of loans receivable, net.
BankAtlantic's actual capital amounts and ratios are presented in the
table:
<TABLE>
<CAPTION>
To be Well
For Capital Capitalized Under
Adequacy Prompt Corrective
Actual Purposes Action Provisions
------ -------- -----------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
(In thousands)
As of March 31, 1997:
<S> <C> <C> <C> <C> <C> <C>
Total risk-based capital $ 199,657 11.12 % > $ 143,665 > 8.00 % > $179,582 > 10.00%
= = = =
Tier I risk-based capital $ 177,154 9.86 % > $ 71,833 > 4.00 % > $107,749 > 6.00%
= = = =
Tangible capital ........ $ 177,154 6.49 % > $ 40,939 > 1.50 % > $ 40,939 > 1.50%
= = = =
Core capital ............ $ 177,154 6.49 % > $ 81,878 > 3.00 % > $136,463 > 5.00%
= = = =
As of December 31, 1996:
Total risk-based capital $ 193,196 10.83 % > $ 142,691 > 8.00 % > $178,407 > 10.00%
= = = =
Tier I risk-based capital $ 170,865 9.58 % > $ 71,363 > 4.00 % > $107,004 > 6.00%
= = = =
Tangible capital ........ $ 170,865 6.65 % > $ 38,547 > 1.50 % > $ 38,547 > 1.50%
= = = =
Core capital ............ $ 170,865 6.65 % > $ 77,094 > 3.00 % > $128,491 > 5.00%
= = = =
</TABLE>
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, 1996.
PART II - OTHER INFORMATION
Exhibits
- --------
None
<PAGE>
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 15, 1997 By: /s/Alan B. Levan
- ------------ -------------------------------
Date Alan B. Levan
Chief Executive Officer/
Chairman/President
May 15, 1997 By: /s/Jasper R. Eanes
- ------------ -------------------------------
Date Jasper R. Eanes
Executive Vice President/
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND> This schedule contains summary financial information
extracted from the Consolidated Statement of
Financial Condition at March 31, 1997 (Unaudited)
and the Consolidated Statement of Operations for
the three months ended March 31, 1997 (Unaudited)
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> Jan-01-1997
<PERIOD-END> Mar-31-1997
<EXCHANGE-RATE> 1
<CASH> 81,099
<INT-BEARING-DEPOSITS> 22,998
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 6,349
<INVESTMENTS-HELD-FOR-SALE> 572,783
<INVESTMENTS-CARRYING> 46,715
<INVESTMENTS-MARKET> 46,715
<LOANS> 1,877,641
<ALLOWANCE> 26,200
<TOTAL-ASSETS> 2,773,085
<DEPOSITS> 1,824,189
<SHORT-TERM> 415,967
<LIABILITIES-OTHER> 79,122
<LONG-TERM> 301,202
0
0
<COMMON> 185
<OTHER-SE> 152,420
<TOTAL-LIABILITIES-AND-EQUITY> 2,773,085
<INTEREST-LOAN> 41,123
<INTEREST-INVEST> 9,321
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 50,444
<INTEREST-DEPOSIT> 17,275
<INTEREST-EXPENSE> 26,164
<INTEREST-INCOME-NET> 24,280
<LOAN-LOSSES> 2,476
<SECURITIES-GAINS> 253
<EXPENSE-OTHER> 20,400
<INCOME-PRETAX> 10,428
<INCOME-PRE-EXTRAORDINARY> 10,428
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,341
<EPS-PRIMARY> 0.33
<EPS-DILUTED> 0.28
<YIELD-ACTUAL> 8.33
<LOANS-NON> 12,339
<LOANS-PAST> 935
<LOANS-TROUBLED> 3,762
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 25,750
<CHARGE-OFFS> 2,423
<RECOVERIES> 397
<ALLOWANCE-CLOSE> 26,200
<ALLOWANCE-DOMESTIC> 26,200
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 4,565
</TABLE>
