##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the transition period fromto
 Commission file number 34-027228
 BankAtlantic Bancorp, Inc.
  Florida
(State or other jurisdiction of
incorporation or organization)
    
    65-0507804
(I.R.S. Employer
Identification No.)
 2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-5000   Not Applicable
 þ o
  þ o o
 o þ
  Outstanding atTitle of Each Class
    
    May 3, 2006Class A Common Stock, par value $0.01 per share
    
    56,588,191Class B Common Stock, par value $0.01 per share
    
    4,876,124




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##### 



TABLE OF CONTENTS
 PageReferencePart I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    1-24Consolidated
Statements of Financial Condition  March 31, 2006
and 2005 and December 31, 2005   Unaudited
    
    
    3Consolidated Statements of Operations  For the Three Months
Ended March 31, 2006 and 2005  Unaudited
    
    
    4-5Consolidated
Statements of Stockholders Equity and Comprehensive Income 
For the Three Months Ended March 31, 2006 and 2005  Unaudited
    
    
    6Consolidated Statements of Cash Flows  For the Three Months Ended
March 31, 2006 and 2005  Unaudited
    
    
    7-9Notes to Consolidated Financial Statements  Unaudited
    
    
    10-24Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25-39Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    40-42Item 4.
    
    Controls and Procedures
    
    
    43Part II.
    
    OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    44Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    44Item 6.
    
    Exhibits
    
    
    45Signatures
    
    
    46Section 302 Certification of CEOSection 302 Certification of CFOSection 906 Certification of CEOSection 906 Certification of CFO




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 March 31,
    
    
    December 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2005(In thousands, except share data)ASSETSCash and due from depository institutions
    
    $
    161,005
    
    
    $
    167,032
    
    
    $
    119,915Federal funds sold and other short-term investments
    
    
    18,463
    
    
    
    3,229
    
    
    
    16,832Securities owned (at fair value)
    
    
    169,570
    
    
    
    180,292
    
    
    
    142,294Securities available for sale (at fair value)
    
    
    670,683
    
    
    
    674,544
    
    
    
    762,573Investment
securities and tax certificates (approximate fair value:
$340,114, $364,122 and $298,950)
    
    
    342,251
    
    
    
    364,444
    
    
    
    302,498Federal Home Loan Bank stock, at cost which approximates
fair value
    
    
    60,800
    
    
    
    69,931
    
    
    
    80,600Loans receivable, net of allowance for loan losses of
$41,889, $41,192 and $43,042
    
    
    4,524,743
    
    
    
    4,624,772
    
    
    
    4,801,412Accrued interest receivable
    
    
    42,251
    
    
    
    41,490
    
    
    
    38,864Real estate held for development and sale
    
    
    22,347
    
    
    
    21,177
    
    
    
    24,799Investments in unconsolidated subsidiaries
    
    
    11,996
    
    
    
    12,464
    
    
    
    7,910Office properties and equipment, net
    
    
    170,686
    
    
    
    154,120
    
    
    
    132,438Deferred tax asset, net
    
    
    31,376
    
    
    
    29,615
    
    
    
    22,971Goodwill
    
    
    76,674
    
    
    
    76,674
    
    
    
    76,674Core deposit intangible asset
    
    
    7,995
    
    
    
    8,395
    
    
    
    9,597Due from clearing agent
    
    
    2,672
    
    
    
    
    
    
    
    1,120Other assets
    
    
    44,090
    
    
    
    43,232
    
    
    
    42,034Total assets
    
    $
    6,357,602
    
    
    $
    6,471,411
    
    
    $
    6,582,531LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsDemand
    
    $
    1,152,361
    
    
    $
    1,019,949
    
    
    $
    960,063NOW
    
    
    790,225
    
    
    
    755,708
    
    
    
    676,945Savings
    
    
    351,839
    
    
    
    313,889
    
    
    
    296,485Money market
    
    
    806,871
    
    
    
    846,441
    
    
    
    913,434Certificates of deposits
    
    
    859,470
    
    
    
    816,689
    
    
    
    796,928Total deposits
    
    
    3,960,766
    
    
    
    3,752,676
    
    
    
    3,643,855Advances from FHLB
    
    
    1,085,914
    
    
    
    1,283,532
    
    
    
    1,524,881Securities sold under agreements to repurchase
    
    
    94,434
    
    
    
    116,026
    
    
    
    217,463Federal funds purchased and other short term borrowings
    
    
    81,197
    
    
    
    139,475
    
    
    
    75,000Secured borrowings
    
    
    111,754
    
    
    
    138,270
    
    
    
    164,180Subordinated debentures, notes and bonds payable
    
    
    41,832
    
    
    
    39,092
    
    
    
    35,878Junior subordinated debentures
    
    
    263,266
    
    
    
    263,266
    
    
    
    263,266Securities sold but not yet purchased
    
    
    41,828
    
    
    
    35,177
    
    
    
    60,276Due to clearing agent
    
    
    32,206
    
    
    
    24,486
    
    
    
    Other liabilities
    
    
    122,635
    
    
    
    163,075
    
    
    
    116,751Total liabilities
    
    
    5,835,832
    
    
    
    5,955,075
    
    
    
    6,101,550Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    
    
    
    
    Class A common stock, $.01 par value, authorized 80,000,000 shares;
issued and outstanding 56,417,568, 55,884,089 and 55,665,968 shares
    
    
    564
    
    
    
    559
    
    
    
    556Class B common stock, $.01 par value, authorized 45,000,000 shares;
issued and outstanding 4,876,124, 4,876,124, and 4,876,124 shares
    
    
    49
    
    
    
    49
    
    
    
    49Additional paid-in capital
    
    
    262,626
    
    
    
    261,720
    
    
    
    260,207Unearned compensation  restricted stock grants
    
    
    
    
    
    
    (936
    )
    
    
    (957
    )Retained earnings
    
    
    265,657
    
    
    
    261,279
    
    
    
    228,714Total stockholders equity before accumulated
other comprehensive loss
    
    
    528,896
    
    
    
    522,671
    
    
    
    488,569Accumulated other comprehensive loss
    
    
    (7,126
    )
    
    
    (6,335
    )
    
    
    (7,588
    )Total stockholders equity
    
    
    521,770
    
    
    
    516,336
    
    
    
    480,981Total liabilities and stockholders equity
    
    $
    6,357,602
    
    
    $
    6,471,411
    
    
    $
    6,582,531
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 For the Three MonthsEnded March 31,2006
    
    
    2005(In thousands, except share and per share data)Interest income:Interest and fees on loans
    
    $
    75,386
    
    
    $
    68,517Interest and dividends on securities available for sale
    
    
    4,305
    
    
    
    5,295Interest on tax exempt securities
    
    
    3,806
    
    
    
    3,225Interest and dividends on other investment securities
    
    
    4,376
    
    
    
    4,364Broker dealer interest and dividends
    
    
    4,238
    
    
    
    2,947Total interest income
    
    
    92,111
    
    
    
    84,348Interest expense:Interest on deposits
    
    
    12,754
    
    
    
    8,295Interest on advances from FHLB
    
    
    14,139
    
    
    
    13,674Interest on securities sold under agreements to
repurchase and federal funds purchased
    
    
    2,575
    
    
    
    2,099Interest on secured borrowings
    
    
    2,401
    
    
    
    2,162Interest on subordinated debentures, notes and
bonds payable, and junior subordinated debentures
    
    
    7,584
    
    
    
    5,672Capitalized interest on real estate development
    
    
    (480
    )
    
    
    (452
    )Total interest expense
    
    
    38,973
    
    
    
    31,450Net interest income
    
    
    53,138
    
    
    
    52,898Provision for (recovery from) loan losses
    
    
    163
    
    
    
    (3,916
    )Net interest income after provision for (recovery
from) loan losses
    
    
    52,975
    
    
    
    56,814Non-interest income:Broker/dealer revenue
    
    
    54,562
    
    
    
    54,686Service charges on deposits
    
    
    19,099
    
    
    
    12,989Other service charges and fees
    
    
    6,222
    
    
    
    5,238(Loss) income from real estate operations
    
    
    (1,096
    )
    
    
    2,241Income from unconsolidated subsidiaries
    
    
    820
    
    
    
    131Securities activities, net
    
    
    2,541
    
    
    
    102Gains associated with debt redemption
    
    
    436
    
    
    
    Other
    
    
    2,338
    
    
    
    3,283Total non-interest income
    
    
    84,922
    
    
    
    78,670Non-interest expense:Employee compensation and benefits (including
share-based compensation of $1,069 and $44)
    
    
    80,200
    
    
    
    65,795Occupancy and equipment
    
    
    16,247
    
    
    
    13,237Advertising and promotion
    
    
    9,957
    
    
    
    6,298Professional fees
    
    
    4,250
    
    
    
    4,081Communications
    
    
    3,954
    
    
    
    3,205Floor broker and clearing fees
    
    
    2,719
    
    
    
    2,368Cost associated with debt redemption
    
    
    423
    
    
    
    Other
    
    
    11,918
    
    
    
    9,801Total non-interest expense
    
    
    129,668
    
    
    
    104,785Income before income taxes
    
    
    8,229
    
    
    
    30,699Provision for income taxes
    
    
    1,517
    
    
    
    10,821Net income
    
    $
    6,712
    
    
    $
    19,878
   4




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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 For the Three MonthsEnded March 31,2006
    
    
    2005Earnings per shareBasic earnings per share
    
    $
    0.11
    
    
    $
    0.33Diluted earnings per share
    
    $
    0.11
    
    
    $
    0.31Cash dividends per Class A share
    
    $
    0.038
    
    
    $
    0.035Cash dividends per Class B share
    
    $
    0.038
    
    
    $
    0.035Basic weighted average number of common shares outstanding
    
    
    61,005,408
    
    
    
    60,071,605Diluted weighted average number of common and common
equivalent shares outstanding
    
    
    62,761,078
    
    
    
    63,206,870
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 For of the Three Months Ended March 31, 2005 and 2006  UNAUDITED
 Unearned
    
    
    Accumul-Compen-
    
    
    atedAddi-
    
    
    
    
    
    
    sation
    
    
    OtherCompre-
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Restricted
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Stock
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Grants
    
    
    loss
    
    
    TotalBALANCE, DECEMBER 31, 2004
    
    
    
    
    
    $
    601
    
    
    $
    259,702
    
    
    $
    210,955
    
    
    $
    (1,001
    )
    
    $
    (992
    )
    
    $
    469,265Net income
    
    $
    19,878
    
    
    
    
    
    
    
    
    
    
    
    19,878
    
    
    
    
    
    
    
    
    
    
    
    19,878Other comprehensive income, net of tax:Unrealized losses on securities available for sale
(less income tax benefit of $3,686)
    
    
    (6,531
    )Reclassification adjustment for net gain
included in net income (less income tax
benefit of $37)
    
    
    (65
    )Other comprehensive loss
    
    
    (6,596
    )Comprehensive income
    
    $
    13,282Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,948
    )
    
    
    
    
    
    
    
    
    
    
    (1,948
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (171
    )
    
    
    
    
    
    
    
    
    
    
    (171
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    7
    
    
    
    1,544
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,551Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    3,953
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,953Retirement of Class A common stock relating to
exercise of stock options
    
    
    
    
    
    
    (3
    )
    
    
    (4,645
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,648
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    44Retirement of Ryan Beck common stock
    
    
    
    
    
    
    
    
    
    
    (347
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (347
    )Net change in accumulated other comprehensive
income, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,596
    )
    
    
    (6,596
    )BALANCE, MARCH 31, 2005
    
    
    
    
    
    $
    605
    
    
    $
    260,207
    
    
    $
    228,714
    
    
    $
    (957
    )
    
    $
    (7,588
    )
    
    $
    480,981BALANCE, DECEMBER 31, 2005
    
    
    
    
    
    $
    608
    
    
    $
    261,720
    
    
    $
    261,279
    
    
    $
    (936
    )
    
    $
    (6,335
    )
    
    $
    516,336Net income
    
    $
    6,712
    
    
    
    
    
    
    
    
    
    
    
    6,712
    
    
    
    
    
    
    
    
    
    
    
    6,712Other comprehensive (loss), net of tax:Unrealized gains on securities available for sale
(less income tax expense of $373)
    
    
    770Reclassification adjustment for net gain
included in net income (less income tax
expense of $980)
    
    
    (1,561
    )Other comprehensive loss
    
    
    (791
    )Comprehensive income
    
    $
    5,921Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,149
    )
    
    
    
    
    
    
    
    
    
    
    (2,149
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (185
    )
    
    
    
    
    
    
    
    
    
    
    (185
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    11
    
    
    
    4,801
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,812Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    2,980
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,980Retirement of Class A common stock relating to
exercise of stock options
    
    
    
    
    
    
    (5
    )
    
    
    (7,009
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,014
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,069
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,069Adoption of FAS 123R
    
    
    
    
    
    
    (1
    )
    
    
    (935
    )
    
    
    
    
    
    
    936
    
    
    
    
    
    
    
    Net change in accumulated other comprehensive
loss, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (791
    )
    
    
    (791
    )BALANCE, MARCH 31, 2006
    
    
    
    
    
    $
    613
    
    
    $
    262,626
    
    
    $
    265,657
    
    
    $
    
    
    
    $
    (7,126
    )
    
    $
    521,770
  6




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Three MonthsEnded March 31,(In thousands)
    
    2006
    
    2005Operating activities:Net income
    
    $
    6,712
    
    
    $
    19,878Adjustment to reconcile net income to net cash
used in operating activities:Provision (recovery) for credit losses, net (1)
    
    
    238
    
    
    
    (4,016
    )Depreciation, amortization and accretion, net
    
    
    4,990
    
    
    
    4,421Amortization of deferred revenue
    
    
    3,027
    
    
    
    1,510Amortization of intangible assets
    
    
    400
    
    
    
    425Share-based compensation expense related to stock
options and restricted stock
    
    
    1,069
    
    
    
    Excess tax benefits from share-based compensation
    
    
    (2,980
    )
    
    
    Securities activities, net
    
    
    (2,541
    )
    
    
    (102
    )Net gains on sale of real estate owned
    
    
    (381
    )
    
    
    (137
    )Net gains on sales of loans held for sale
    
    
    (94
    )
    
    
    (110
    )Losses on sales of property and equipment
    
    
    28
    
    
    
    Gain on sale of branch
    
    
    
    
    
    
    (935
    )Distribution of earnings of unconsolidated subsidiaries
    
    
    820
    
    
    
    131(Increase) decrease in deferred tax asset, net
    
    
    (1,153
    )
    
    
    983Equity earnings of unconsolidated subsidiaries
    
    
    (820
    )
    
    
    (131
    )Net gains associated with debt redemptions
    
    
    (13
    )
    
    
    Originations and repayments of loans held for sale, net
    
    
    (19,627
    )
    
    
    (28,185
    )Proceeds from sales of loans held for sale
    
    
    15,450
    
    
    
    29,412(Increase) decrease in real estate inventory
    
    
    (768
    )
    
    
    2,893Decrease (increase) in securities owned, net
    
    
    10,722
    
    
    
    (16,851
    )Increase in securities sold but not yet purchased
    
    
    6,651
    
    
    
    20,814Increase in accrued interest receivable
    
    
    (761
    )
    
    
    (2,882
    )Increase in other assets
    
    
    (2,195
    )
    
    
    (10,914
    )Increase in due to clearing agent
    
    
    5,048
    
    
    
    15,499Decrease in other liabilities
    
    
    (40,487
    )
    
    
    (40,209
    )Net cash used in operating activities
    
    
    (16,665
    )
    
    
    (8,506
    )
   7




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Three MonthsEnded March 31,(In thousands)
    
    2006
    
    
    2005Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    42,104
    
    
    
    55,989Purchase of investment securities and tax certificates
    
    
    (20,054
    )
    
    
    (35,446
    )Purchase of securities available for sale
    
    
    (23,983
    )
    
    
    (97,669
    )Proceeds from sales and maturities of securities
available for sale
    
    
    29,001
    
    
    
    72,404Purchases of FHLB stock
    
    
    (2,250
    )
    
    
    (10,381
    )Redemption of FHLB stock
    
    
    11,381
    
    
    
    8,400Investments in unconsolidated subsidiaries
    
    
    (4,081
    )
    
    
    Distributions from unconsolidated subsidiaries
    
    
    4,549
    
    
    
    Net repayments (purchases and originations) of loans
    
    
    103,432
    
    
    
    (20,504
    )Proceeds from sales of real estate owned
    
    
    965
    
    
    
    500Proceeds from the sale of property and equipment
    
    
    8
    
    
    
    Additions to office property and equipment
    
    
    (20,517
    )
    
    
    (6,823
    )Cash outflows from the sale of branch
    
    
    
    
    
    
    (13,592
    )Net cash provided by (used in) investing activities
    
    
    120,555
    
    
    
    (47,122
    )Financing activities:Net increase in deposits
    
    
    208,090
    
    
    
    204,369Repayments of FHLB advances
    
    
    (477,570
    )
    
    
    (259,583
    )Proceeds from FHLB advances
    
    
    280,000
    
    
    
    240,000Decrease in securities sold under agreements
to repurchase
    
    
    (58,279
    )
    
    
    (79,180
    )Decrease in federal funds purchased
    
    
    (21,591
    )
    
    
    (30,000
    )Proceeds from secured borrowings
    
    
    
    
    
    
    16,101Repayments of secured borrowings
    
    
    (26,516
    )
    
    
    (26,822
    )Repayment of notes and bonds payable
    
    
    (2,260
    )
    
    
    (1,863
    )Proceeds from notes payable
    
    
    5,000
    
    
    
    Excess tax benefits from share-based compensation
    
    
    2,980
    
    
    
    Proceeds from issuance of Class A common stock
    
    
    473
    
    
    
    422Payment of the minimum withholding tax upon the exercise
of stock options
    
    
    (2,675
    )
    
    
    (3,519
    )Purchase of subsidiary common stock
    
    
    
    
    
    
    (491
    )Common stock dividends
    
    
    (2,334
    )
    
    
    (2,119
    )Net cash (used in) provided by financing activities
    
    
    (94,682
    )
    
    
    57,315Increase in cash and cash equivalents
    
    
    9,208
    
    
    
    1,687Cash and cash equivalents at the beginning of period
    
    
    170,260
    
    
    
    135,060Cash and cash equivalents at end of period
    
    $
    179,468
    
    
    $
    136,747
   8




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Three MonthsEnded March 31,(In thousands)
    
    2006
    
    2005Cash paid forInterest on borrowings and deposits
    
    $
    39,801
    
    
    $
    28,760Income taxes
    
    
    19,874
    
    
    
    334Supplementary disclosure of non-cash investing and
financing activities:Loans transferred to REO
    
    
    1,264
    
    
    
    1,109Net loan recoveries
    
    
    534
    
    
    
    948Tax certificate net recoveries
    
    
    168
    
    
    
    255Decreases in current income taxes payable from the tax
effect of fair value of employee stock options
    
    
    
    
    
    
    3,953Change in accumulated other comprehensive income
    
    
    (791
    )
    
    
    (6,596
    )Change in deferred taxes on other comprehensive income
    
    
    608
    
    
    
    3,686Securities purchased pending settlement
    
    
    
    
    
    
    15,873Issuance and retirement of Class A common stock accepted
as consideration for the exercise price of stock options
    
    
    4,334
    
    
    
    1,129
 
 (1)
    
    Provision for credit losses represents provision for (recovery from) loan losses, REO and tax certificates.  9




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 1. Presentation of Interim Financial Statements and Significant Accounting Policies
      Allowance for Loan Losses
   10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
    
    Delinquency and charge-off levels and trends;
    
    Problem loans and non-accrual levels and trends;
    
    Lending policy and underwriting procedures;
    
    Lending management and staff;
    
    Nature and volume of portfolio;
    
    Economic and business conditions;
    
    Concentration of credit;
    
    Quality of loan review system; and
    
    External factors
   2. Stock Based Compensation
     11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three MonthsEnded March 31,(in thousands, except share data)
    
    2006
    
    
    2005(Proforma)Net income, as reported
    
    $
    6,712
    
    
    $
    19,878Add: Stock-based employee compensation
expense included in reported net
income,
net of related income tax effects
    
    
    1,069
    
    
    
    44Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related income tax effects
    
    
    (1,069
    )
    
    
    (517
    )Net income
    
    $
    6,712
    
    
    $
    19,405Earnings per share:Basic as reported
    
    $
    0.11
    
    
    $
    0.33Basic pro forma
    
    $
    N/A
    
    
    $
    0.32Diluted as reported
    
    $
    0.11
    
    
    $
    0.31Diluted pro forma
    
    $
    N/A
    
    
    $
    0.31
  Class A
    
    
    WeightedNonvested
    
    
    AverageRestricted
    
    
    Grant dateStock
    
    
    Fair ValueOutstanding at December 31, 2004
    
    
    147,500
    
    
    $
    1,112,795Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Issued
    
    
    
    
    
    
    Outstanding at March 31, 2005
    
    
    147,500
    
    
    $
    1,112,795Outstanding at December 31, 2005
    
    
    132,634
    
    
    $
    1,060,470Vested
    
    
    (2,317
    )
    
    
    (43,745
    )Forfeited
    
    
    
    
    
    
    Issued
    
    
    
    
    
    
    Outstanding at March 31, 2006
    
    
    130,317
    
    
    $
    1,016,725
   12
    Table of Contents   BankAtlantic Bancorp, Inc. and Subsidiaries
   Employees
    
    DirectorsStock Price
    
    $
    13.60
    
    
    $
    13.95Exercise Price
    
    $
    13.60
    
    
    $
    13.95Interest Rate
    
    
    4.66
    %
    
    
    4.66
    %Dividend Rate
    
    
    1.12
    %
    
    
    1.09
    %Volatility
    
    
    33.00
    %
    
    
    33.00
    %Option Life (years)
    
    
    7.50
    
    
    
    5.00Option Value
    
    $
    5.47
    
    
    $
    4.66Annual Forfeiture Rate
    
    
    3.00
    %
    
    
    0
    %
  Class AOutstandingOptionsOutstanding at December 31, 2004
    
    
    6,174,845Exercised
    
    
    (713,085
    )Forfeited
    
    
    (22,979
    )Issued
    
    
    Outstanding at March 31, 2005
    
    
    5,438,781Outstanding at December 31, 2005
    
    
    6,039,253Exercised
    
    
    (1,174,744
    )Forfeited
    
    
    (117,867
    )Issued
    
    
    37,408Outstanding at March 31, 2006
    
    
    4,784,050Available for grant at March 31, 2006
    
    
    5,127,253
 13




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three MonthsEnded March 31,2006
    
    2005Weighted average exercise price of options
outstanding
    
    $
    10.25
    
    
    $
    7.39Weighted average exercise price of options exercised
    
    $
    4.10
    
    
    $
    2.17Weighted average price of options forfeited
    
    $
    13.42
    
    
    $
    10.00
    Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Class of
    
    Range of
    
    
    Number
    
    
    Average
    
    
    Average
    
    
    Number
    
    
    AverageCommon
    
    Exercise
    
    
    Outstanding
    
    
    Remaining
    
    
    Exercise
    
    
    Exercisable
    
    
    ExerciseStock
    
    Prices
    
    
    at 03/31/06
    
    
    Contractual Life
    
    
    Price
    
    
    at 03/31/06
    
    
    PriceA
    
    $1.92 to  $3.83
    
    
    670,026
    
    
    4.2 years
    
    $
    3.00
    
    
    
    670,026
    
    
    $
    3.00A
    
    $3.84 to  $6.70
    
    
    741,296
    
    
    2.2 years
    
    
    4.83
    
    
    
    739,794
    
    
    
    4.83A
    
    $6.71 to  $9.36
    
    
    1,755,005
    
    
    6.5 years
    
    
    7.98
    
    
    
    65,310
    
    
    
    8.01A
    
    $9.37 to  $18.19
    
    
    114,952
    
    
    7.7 years
    
    
    12.68
    
    
    
    37,452
    
    
    
    10.27A
    
    $
    18.20 to $19.02
    
    
    
    1,502,771
    
    
    8.7 years
    
    
    18.62
    
    
    
    59,371
    
    
    
    18.484,784,050
    
    
    6.3 years
    
    $
    10.25
    
    
    
    1,571,953
    
    
    $
    4.83
  Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Class of
    
    Range of
    
    
    Number
    
    
    Average
    
    
    Average
    
    
    Number
    
    
    AverageCommon
    
    Exercise
    
    
    Outstanding
    
    
    Remaining
    
    
    Exercise
    
    
    Exercisable
    
    
    ExerciseStock
    
    Prices
    
    
    at 03/31/05
    
    
    Contractual Life
    
    
    Price
    
    
    at 03/31/05
    
    
    PriceA
    
    $1.92 to  $3.83
    
    
    1,520,499
    
    
    4.2 years
    
    $
    3.19
    
    
    
    485,478
    
    
    $
    3.71A
    
    $3.84 to  $6.70
    
    
    1,276,928
    
    
    3.1 years
    
    
    4.96
    
    
    
    1,275,426
    
    
    
    4.96A
    
    $6.71 to  $9.36
    
    
    1,841,210
    
    
    7.2 years
    
    
    7.98
    
    
    
    65,310
    
    
    
    8.01A
    
    $9.37 to  $18.19
    
    
    30,044
    
    
    3.0 years
    
    
    9.36
    
    
    
    30,044
    
    
    
    9.36A
    
    $
    18.20 to $19.02
    
    
    
    770,100
    
    
    8.7 years
    
    
    18.20
    
    
    
    35,000
    
    
    
    18.205,438,781
    
    
    5.6 years
    
    $
    7.39
    
    
    
    1,891,258
    
    
    $
    5.06
 14




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Ryan Beck Stock Option Plan:
  Ryan BeckOutstandingOptionsOutstanding at December 31, 2004
    
    
    2,245,500Exercised
    
    
    Forfeited
    
    
    (7,000
    )Issued
    
    
    22,000Outstanding at March 31, 2005
    
    
    2,260,000Outstanding at December 31, 2005
    
    
    2,069,000Exercised
    
    
    Forfeited
    
    
    (22,500
    )Issued
    
    
    377,500Outstanding at March 31, 2006
    
    
    2,424,000Available for grant at March 31, 2006
    
    
    13,500
   For the Three MonthsEnded March 31,2006
    
    2005Stock Price
    
    $
    8.74
    
    
    $
    5.46Exercise Price
    
    $
    8.74
    
    
    $
    5.46Interest Rate
    
    
    4.55
    %
    
    
    4.39
    %Dividend Rate
    
    
    0.82
    %
    
    
    0.83
    %Volatility
    
    
    18.36
    %
    
    
    21.97
    %Option Life (years)
    
    
    7.00
    
    
    
    6.00Option Value
    
    $
    2.32
    
    
    $
    1.57Annual Forfeiture
Rate
    
    
    9.32
    %
    
    
    
    %
   Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    
    Number
    
    
    Average
    
    
    Average
    
    
    Number
    
    
    AverageExercise
    
    
    Outstanding
    
    
    Remaining
    
    
    Exercise
    
    
    Exercisable
    
    
    ExercisePrices
    
    
    at 03/31/06
    
    
    Contractual Life
    
    
    Price
    
    
    at 03/31/06
    
    
    Price$1.60 to  $1.68
    
    
    1,320,000
    
    
    6.1 years
    
    $
    1.62
    
    
    
    1,065,000
    
    
    $
    1.60$5.26 to  $5.46
    
    
    726,500
    
    
    7.9 years
    
    
    5.27
    
    
    
    
    
    
    
    $5.50 to  $8.74
    
    
    377,500
    
    
    9.8 years
    
    
    8.74
    
    
    
    
    
    
    
    2,424,000
    
    
    7.2 years
    
    $
    3.82
    
    
    
    1,065,000
    
    
    $
    1.60
 15




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    
    Number
    
    
    Average
    
    
    Average
    
    
    Number
    
    
    AverageExercise
    
    
    Outstanding
    
    
    Remaining
    
    
    Exercise
    
    
    Exercisable
    
    
    ExercisePrices
    
    
    at 03/31/05
    
    
    Contractual Life
    
    
    Price
    
    
    at 03/31/05
    
    
    Price$1.60 to  $1.68
    
    
    1,365,000
    
    
    6.9 years
    
    $
    1.62
    
    
    
    1,065,000
    
    
    $
    1.60$1.70 to  $3.50
    
    
    75,000
    
    
    8.5 years
    
    
    3.36
    
    
    
    
    
    
    
    $5.26 to  $5.46
    
    
    820,000
    
    
    8.4 years
    
    
    5.27
    
    
    
    
    
    
    
    2,260,000
    
    
    7.5 years
    
    $
    3.00
    
    
    
    1,065,000
    
    
    $
    1.60
  3. Advances from the Federal Home Loan Bank
   4. Defined Benefit Pension Plan
  For the Three MonthsEnded March 31,2006
    
    
    2005Service cost benefits earned during the period
    
    $
    
    
    
    $
    Interest cost on projected benefit obligation
    
    
    407
    
    
    
    376Expected return on plan assets
    
    
    (547
    )
    
    
    (500
    )Amortization of unrecognized net gains and
losses
    
    
    237
    
    
    
    181Net periodic pension expense
    
    $
    97
    
    
    $
    57
  5. Securities Owned
  16




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  March 31,
    
    
    December 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2005States and municipal obligations
    
    $
    49,019
    
    
    $
    76,568
    
    
    $
    18,181Corporate debt
    
    
    6,075
    
    
    
    3,410
    
    
    
    8,201Obligations of U.S. Government
agencies
    
    
    59,139
    
    
    
    45,827
    
    
    
    59,430Equity securities
    
    
    26,846
    
    
    
    23,645
    
    
    
    17,645Mutual funds and other
    
    
    22,629
    
    
    
    28,359
    
    
    
    28,535Certificates of deposit
    
    
    5,862
    
    
    
    2,483
    
    
    
    10,302$
    169,570
    
    
    $
    180,292
    
    
    $
    142,294
   March 31,
    
    
    December 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2005Equity securities
    
    $
    8,917
    
    
    $
    3,780
    
    
    $
    7,586Corporate debt
    
    
    1,248
    
    
    
    1,332
    
    
    
    4,383State and municipal obligations
    
    
    227
    
    
    
    41
    
    
    
    67Obligations of U.S. Government
agencies
    
    
    30,827
    
    
    
    29,653
    
    
    
    48,232Certificates of deposits
    
    
    609
    
    
    
    371
    
    
    
    8$
    41,828
    
    
    $
    35,177
    
    
    $
    60,276
   17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 6. Loans Receivable
  March 31,
    
    
    December 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2005Real estate loans:Residential
    
    $
    2,058,607
    
    
    $
    2,043,055
    
    
    $
    2,140,431Construction and development
    
    
    1,076,049
    
    
    
    1,339,576
    
    
    
    1,550,998Commercial
    
    
    1,083,217
    
    
    
    1,060,245
    
    
    
    1,101,096Small business
    
    
    164,307
    
    
    
    151,924
    
    
    
    129,921Loans to Levitt Corporation
    
    
    
    
    
    
    223
    
    
    
    7,605Other loans:Home equity
    
    
    511,715
    
    
    
    513,813
    
    
    
    469,804Commercial business
    
    
    128,279
    
    
    
    89,752
    
    
    
    91,332Small business  non-mortgage
    
    
    83,956
    
    
    
    83,429
    
    
    
    72,861Loans to Levitt Corporation
    
    
    
    
    
    
    
    
    
    
    16,000Consumer loans
    
    
    14,359
    
    
    
    21,469
    
    
    
    12,804Deposit overdrafts
    
    
    5,406
    
    
    
    5,694
    
    
    
    6,959Residential loans held for sale
    
    
    6,810
    
    
    
    2,538
    
    
    
    3,824Discontinued loan products (1)
    
    
    729
    
    
    
    1,207
    
    
    
    6,718Total gross loans
    
    
    5,133,434
    
    
    
    5,312,925
    
    
    
    5,610,353Adjustments:Undisbursed portion of loans in
process
    
    
    (568,056
    )
    
    
    (649,296
    )
    
    
    (767,380
    )Premiums related to purchased loans
    
    
    4,556
    
    
    
    5,566
    
    
    
    6,532Deferred fees
    
    
    (3,302
    )
    
    
    (3,231
    )
    
    
    (5,051
    )Allowance for loan losses
    
    
    (41,889
    )
    
    
    (41,192
    )
    
    
    (43,042
    )Loans receivable  net
    
    $
    4,524,743
    
    
    $
    4,624,772
    
    
    $
    4,801,412
 
 (1)
    
    Discontinued loan products consist of lease financings and indirect
consumer loans. These loan products were discontinued during prior periods.  7. Real Estate Held for Development and Sale
   March 31,
    
    
    December 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2005Land and land
development costs
    
    $
    12,806
    
    
    $
    9,921
    
    
    $
    10,831Construction costs
    
    
    4,865
    
    
    
    8,264
    
    
    
    9,190Other costs
    
    
    4,676
    
    
    
    2,992
    
    
    
    2,310Branch banking facilities
    
    
    
    
    
    
    
    
    
    
    2,468Total
    
    $
    22,347
    
    
    $
    21,177
    
    
    $
    24,799
 18




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three MonthsEnded March 31,2006
    
    
    2005Sales of real estate
    
    $
    6,513
    
    
    $
    9,028Cost of sales on real estate
    
    
    7,609
    
    
    
    6,787(Loss) income from real
estate operations
    
    $
    (1,096
    )
    
    $
    2,241
  8. Related Parties
    19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  BFC
    
    
    Levitt
    
    
    TotalService fees
    
    $
    58
    
    
    $
    113
    
    
    $
    171Rent
    
    
    22
    
    
    
    6
    
    
    
    28Total
    
    $
    80
    
    
    $
    119
    
    
    $
    199
   9. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operations.Ryan Beck
    
    Investment banking and brokerage operationsParent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions and financing
activities.
  20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Ryan Beck
    
    
    Company
    
    
    Entries
    
    
    Total2006Interest income
    
    $
    87,344
    
    
    $
    4,238
    
    
    $
    597
    
    
    $
    (68
    )
    
    $
    92,111Interest expense
    
    
    (32,205
    )
    
    
    (1,621
    )
    
    
    (5,215
    )
    
    
    68
    
    
    
    (38,973
    )Provision for loan losses
    
    
    (163
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (163
    )Non-interest income
    
    
    27,007
    
    
    
    54,562
    
    
    
    3,353
    
    
    
    
    
    
    
    84,922Non-interest expense
    
    
    (67,383
    )
    
    
    (60,335
    )
    
    
    (1,950
    )
    
    
    
    
    
    
    (129,668
    )Segments profits and
(losses)
before income taxes
    
    
    14,600
    
    
    
    (3,156
    )
    
    
    (3,215
    )
    
    
    
    
    
    
    8,229Provision for income taxes
    
    
    (4,182
    )
    
    
    1,591
    
    
    
    1,074
    
    
    
    
    
    
    
    (1,517
    )Segment net income (loss)
    
    $
    10,418
    
    
    $
    (1,565
    )
    
    $
    (2,141
    )
    
    $
    
    
    
    $
    6,712Total assets
    
    $
    6,000,100
    
    
    $
    224,655
    
    
    $
    797,672
    
    
    $
    (664,825
    )
    
    $
    6,357,6022005Interest income
    
    $
    80,746
    
    
    $
    2,947
    
    
    $
    678
    
    
    $
    (23
    )
    
    $
    84,348Interest expense
    
    
    (26,401
    )
    
    
    (502
    )
    
    
    (4,570
    )
    
    
    23
    
    
    
    (31,450
    )Recovery from loan losses
    
    
    3,916
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,916Non-interest income
    
    
    23,541
    
    
    
    54,686
    
    
    
    532
    
    
    
    (89
    )
    
    
    78,670Non-interest expense
    
    
    (50,264
    )
    
    
    (52,565
    )
    
    
    (2,045
    )
    
    
    89
    
    
    
    (104,785
    )Segments profits and
(losses)
before income taxes
    
    
    31,538
    
    
    
    4,566
    
    
    
    (5,405
    )
    
    
    
    
    
    
    30,699Provision for income taxes
    
    
    (10,677
    )
    
    
    (2,036
    )
    
    
    1,892
    
    
    
    
    
    
    
    (10,821
    )Segment net income (loss)
    
    $
    20,861
    
    
    $
    2,530
    
    
    $
    (3,513
    )
    
    $
    
    
    
    $
    19,878Total assets
    
    $
    6,267,779
    
    
    $
    191,012
    
    
    $
    752,752
    
    
    $
    (629,012
    )
    
    $
    6,582,531
 21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 10. Financial instruments with off-balance sheet risk
  March 31,
    
    December 31,
    
    March 31,2006
    
    2005
    
    2005Commitments to sell fixed rate residential loans
    
    $
    25,685
    
    
    $
    13,634
    
    
    $
    16,985Commitments to sell variable rate residential loans
    
    
    2,147
    
    
    
    4,438
    
    
    
    5,399Forward contract to purchase mortgage-backed
securities
    
    
    
    
    
    
    
    
    
    
    3,826Commitments to purchase fixed rate residential loans
    
    
    2,480
    
    
    
    
    
    
    
    Commitments to purchase variable rate residential
loans
    
    
    26,540
    
    
    
    6,689
    
    
    
    291,143Commitments to originate loans held for sale
    
    
    33,093
    
    
    
    16,220
    
    
    
    18,753Commitments to originate loans held to maturity
    
    
    435,973
    
    
    
    311,081
    
    
    
    312,628Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    1,075,854
    
    
    
    1,151,054
    
    
    
    1,197,861Commitments to purchase branch facilities land
    
    
    5,225
    
    
    
    5,334
    
    
    
    Standby letters of credit
    
    
    68,155
    
    
    
    67,868
    
    
    
    55,590Commercial lines of credit
    
    
    125,195
    
    
    
    119,639
    
    
    
    135,603
  11. Branch Sale
   AmountAssets sold:Loans
    
    $
    2,235Property and equipment
    
    
    733Liabilities transferred:Deposits
    
    
    (17,716
    )Accrued interest payable
    
    
    (27
    )Net assets sold
    
    
    (14,775
    )Write-off of core deposit intangible assets
    
    
    248Gain on sale of branch
    
    
    935Net cash outflows from sale of branch
    
    $
    (13,592
    )
 22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 12. Earnings per Share
  For the Three Months EndedMarch 31,2006
    
    
    2005Basic earnings per share:Net income
    
    $
    6,712
    
    
    $
    19,878Basic weighted average number of common shares outstanding
    
    
    61,005,408
    
    
    
    60,071,605Basic earnings per share
    
    $
    0.11
    
    
    $
    0.33Diluted earnings per share:Net income
    
    $
    6,712
    
    
    $
    19,878Subsidiary stock options
    
    
    
    
    
    
    (120
    )Income available after assumed conversion
    
    $
    6,712
    
    
    $
    19,758Basic weighted average shares outstanding
    
    
    61,005,408
    
    
    
    60,071,605Common stock equivalents resulting from stock-based
compensation
    
    
    1,755,670
    
    
    
    3,135,265Diluted weighted average shares outstanding
    
    
    62,761,078
    
    
    
    63,206,870Diluted earnings per share
    
    $
    0.11
    
    
    $
    0.31
  13. Investment in unconsolidated subsidiaries
  As ofMarch 31,
    
    
    December 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2005Statutory business trusts
    
    $
    7,910
    
    
    $
    7,910
    
    
    $
    7,910Rental real estate joint ventures
    
    
    4,086
    
    
    
    4,554
    
    
    
    Total investments in
unconsolidated subsidiaries
    
    $
    11,996
    
    
    $
    12,464
    
    
    $
    7,910
  For the Three Months EndedMarch 31,2006
    
    
    2005Equity in earnings of rental real estate joint
ventures
    
    $
    670
    
    
    $
    Equity in earnings of statutory business trusts
    
    
    150
    
    
    
    131Income from unconsolidated subsidiaries
    
    $
    820
    
    
    $
    131
  23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   14. New Accounting Pronouncements
  15. Subsequent Events
    24




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Critical Accounting Policies
  25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Stock-based Compensation
    26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months Ended March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    ChangeBankAtlantic
    
    $
    10,418
    
    
    $
    20,861
    
    
    $
    (10,443
    )Ryan Beck
    
    
    (1,565
    )
    
    
    2,530
    
    
    
    (4,095
    )Parent Company
    
    
    (2,141
    )
    
    
    (3,513
    )
    
    
    1,372Net income
    
    $
    6,712
    
    
    $
    19,878
    
    
    $
    (13,166
    )
 For the Three Months Ended March 31, 2006 Compared to the Same 2005 Period:
    27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantic Results of Operations
 Net interest income
 Bank Operations Business SegmentAverage Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate( in thousands)Loans:Residential real estate
    
    $
    2,043,309
    
    
    $
    25,712
    
    
    
    5.03
    %
    
    $
    2,085,473
    
    
    $
    25,509
    
    
    
    4.89
    %Commercial real estate
    
    
    1,557,880
    
    
    
    30,827
    
    
    
    7.92
    
    
    
    1,759,747
    
    
    
    28,323
    
    
    
    6.44Loan participations sold
    
    
    125,293
    
    
    
    2,401
    
    
    
    7.77
    
    
    
    169,541
    
    
    
    2,162
    
    
    
    5.17Consumer
    
    
    539,937
    
    
    
    9,477
    
    
    
    7.02
    
    
    
    487,746
    
    
    
    6,776
    
    
    
    5.56Lease financing
    
    
    467
    
    
    
    15
    
    
    
    12.85
    
    
    
    6,242
    
    
    
    151
    
    
    
    9.68Commercial business
    
    
    102,066
    
    
    
    2,246
    
    
    
    8.80
    
    
    
    94,283
    
    
    
    1,640
    
    
    
    6.96Small business
    
    
    241,103
    
    
    
    4,708
    
    
    
    7.81
    
    
    
    195,733
    
    
    
    3,491
    
    
    
    7.13Total loans
    
    
    4,610,055
    
    
    
    75,386
    
    
    
    6.54
    
    
    
    4,798,765
    
    
    
    68,052
    
    
    
    5.67Investments  tax exempt
    
    
    393,159
    
    
    
    5,731
    (1)
    
    
    5.83
    
    
    
    334,029
    
    
    
    4,829
    (1)
    
    
    5.78Investments  taxable
    
    
    588,072
    
    
    
    8,233
    
    
    
    5.60
    
    
    
    732,939
    
    
    
    9,555
    
    
    
    5.21Total interest earning assets
    
    
    5,591,286
    
    
    
    89,350
    
    
    
    6.39
    %
    
    
    5,865,733
    
    
    
    82,436
    
    
    
    5.62
    %Goodwill and core deposit intangibles
    
    
    78,693
    
    
    
    
    
    
    
    
    
    
    
    80,375Other non-interest earning assets
    
    
    355,868
    
    
    
    
    
    
    
    
    
    
    
    283,019Total Assets
    
    $
    6,025,847
    
    
    
    
    
    
    
    
    
    
    $
    6,229,127Deposits:Savings
    
    $
    331,117
    
    
    
    313
    
    
    
    0.38
    %
    
    $
    281,512
    
    
    
    189
    
    
    
    0.27
    %NOW
    
    
    760,419
    
    
    
    934
    
    
    
    0.50
    
    
    
    664,313
    
    
    
    602
    
    
    
    0.37Money market
    
    
    829,700
    
    
    
    3,984
    
    
    
    1.95
    
    
    
    921,382
    
    
    
    2,704
    
    
    
    1.19Certificate of deposit
    
    
    843,866
    
    
    
    7,523
    
    
    
    3.62
    
    
    
    777,353
    
    
    
    4,800
    
    
    
    2.50Total interest bearing deposits
    
    
    2,765,102
    
    
    
    12,754
    
    
    
    1.87
    
    
    
    2,644,560
    
    
    
    8,295
    
    
    
    1.27Short-term borrowed funds
    
    
    245,326
    
    
    
    2,643
    
    
    
    4.37
    
    
    
    357,047
    
    
    
    2,122
    
    
    
    2.41Advances from FHLB
    
    
    1,164,675
    
    
    
    14,140
    
    
    
    4.92
    
    
    
    1,536,434
    
    
    
    13,674
    
    
    
    3.61Secured borrowings
    
    
    125,293
    
    
    
    2,401
    
    
    
    7.77
    
    
    
    169,541
    
    
    
    2,162
    
    
    
    5.17Other borrowings
    
    
    37,819
    
    
    
    748
    
    
    
    8.02
    
    
    
    37,206
    
    
    
    600
    
    
    
    6.54Total interest bearing liabilities
    
    
    4,338,215
    
    
    
    32,686
    
    
    
    3.06
    
    
    
    4,744,788
    
    
    
    26,853
    
    
    
    2.30Demand deposits
    
    
    1,065,909
    
    
    
    
    
    
    
    
    
    
    
    913,717Non-interest bearing other liabilities
    
    
    70,349
    
    
    
    
    
    
    
    
    
    
    
    44,216Total Liabilities
    
    
    5,474,473
    
    
    
    
    
    
    
    
    
    
    
    5,702,721Stockholders equity
    
    
    551,374
    
    
    
    
    
    
    
    
    
    
    
    526,406Total liabilities and stockholders equity
    
    $
    6,025,847
    
    
    
    
    
    
    
    
    
    
    $
    6,229,127Net tax equivalent interest income/
net interest spread
    
    
    
    
    
    
    56,664
    
    
    
    3.33
    %
    
    
    
    
    
    
    55,583
    
    
    
    3.32
    %Tax equivalent adjustment
    
    
    
    
    
    
    (2,006
    )
    
    
    
    
    
    
    
    
    
    
    (1,690
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    480
    
    
    
    
    
    
    
    
    
    
    
    452Net interest income
    
    
    
    
    
    $
    55,138
    
    
    
    
    
    
    
    
    
    
    $
    54,345MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    6.39
    %
    
    
    
    
    
    
    
    
    
    
    5.62
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.37
    
    
    
    
    
    
    
    
    
    
    
    1.86Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    4.02
    %
    
    
    
    
    
    
    
    
    
    
    3.76
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Three Months Ended March 31, 2006 Compared to the Same 2005 Period:
      29




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Provision for Loan Losses
 For Three Months Ended(in thousands)
    
    March 31,2006
    
    
    2005Balance, beginning of period
    
    $
    41,192
    
    
    $
    46,010Charge-offs:Consumer loans
    
    
    (145
    )
    
    
    (68
    )Residential real estate loans
    
    
    (68
    )
    
    
    (198
    )Small business
    
    
    (86
    )
    
    
    (128
    )Continuing loan products
    
    
    (299
    )
    
    
    (394
    )Discontinued loan products
    
    
    (67
    )
    
    
    (324
    )Total charge-offs
    
    
    (366
    )
    
    
    (718
    )Recoveries:Commercial business loans
    
    
    120
    
    
    
    1,110Commercial real estate loans
    
    
    43
    
    
    
    Small business
    
    
    106
    
    
    
    185Consumer loans
    
    
    81
    
    
    
    44Residential real estate loans
    
    
    178
    
    
    
    1Continuing loan products
    
    
    528
    
    
    
    1,340Discontinued loan products
    
    
    372
    
    
    
    326Total recoveries
    
    
    900
    
    
    
    1,666Net recoveries
    
    
    534
    
    
    
    948Provision for (recovery from) loan
losses
    
    
    163
    
    
    
    (3,916
    )Balance, end of period
    
    $
    41,889
    
    
    $
    43,042
    30




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  March 31,
    
    
    December 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2005NONPERFORMING ASSETSNonaccrual:Tax certificates
    
    $
    685
    
    
    $
    388
    
    
    $
    418Loans
    
    
    6,101
    
    
    
    6,801
    
    
    
    6,504Total nonaccrual
    
    
    6,786
    
    
    
    7,189
    
    
    
    6,922Repossessed assets:Real estate owned
    
    
    1,647
    
    
    
    967
    
    
    
    1,438Total nonperforming assets, net
    
    $
    8,433
    
    
    $
    8,156
    
    
    $
    8,360AllowancesAllowance for loan losses
    
    $
    41,889
    
    
    $
    41,192
    
    
    $
    43,042Allowance for tax certificate losses
    
    
    3,513
    
    
    
    3,271
    
    
    
    3,453Total allowances
    
    $
    45,402
    
    
    $
    44,463
    
    
    $
    46,495POTENTIAL PROBLEM LOANSContractually past due 90 days or more
    
    $
    
    
    
    $
    
    
    
    $
    7,032Performing impaired loans
    
    
    184
    
    
    
    193
    
    
    
    216Restructured loans
    
    
    5
    
    
    
    77
    
    
    
    20TOTAL POTENTIAL PROBLEM LOANS
    
    $
    189
    
    
    $
    270
    
    
    $
    7,268
   BankAtlantics Non-Interest Income
 For Three MonthsEnded March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    ChangeOther service charges and fees
    
    $
    6,222
    
    
    $
    5,238
    
    
    $
    984Service charges on deposits
    
    
    19,099
    
    
    
    12,989
    
    
    
    6,110Income (loss) from real estate
operations
    
    
    (1,096
    )
    
    
    2,241
    
    
    
    (3,337
    )Securities activities, net
    
    
    (1
    )
    
    
    7
    
    
    
    (8
    )Gain associated with debt redemption
    
    
    436
    
    
    
    
    
    
    
    436Other
    
    
    2,347
    
    
    
    3,066
    
    
    
    (719
    )Non-interest income
    
    $
    27,007
    
    
    $
    23,541
    
    
    $
    3,466
   31




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    BankAtlantics Non-Interest Expense
 For Three MonthsEnded March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    ChangeEmployee compensation and
benefits
    
    $
    34,357
    
    
    $
    26,398
    
    
    $
    7,959Occupancy and equipment
    
    
    12,372
    
    
    
    9,117
    
    
    
    3,255Advertising and promotion
    
    
    8,296
    
    
    
    5,168
    
    
    
    3,128Amortization of intangible assets
    
    
    401
    
    
    
    425
    
    
    
    (24
    )Cost associated with debt
redemption
    
    
    423
    
    
    
    
    
    
    
    423Professional fees
    
    
    2,193
    
    
    
    1,895
    
    
    
    298Other
    
    
    9,341
    
    
    
    7,261
    
    
    
    2,080Non-interest expense
    
    $
    67,383
    
    
    $
    50,264
    
    
    $
    17,119
  .
    32




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Provision for Income Taxes
 For the Three MonthsEnded March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    ChangeIncome before income taxes
    
    $
    14,600
    
    
    $
    31,538
    
    
    $
    (16,938
    )Provision for income taxes
    
    
    4,182
    
    
    
    10,677
    
    
    
    (6,495
    )BankAtlantic net income
    
    $
    10,418
    
    
    $
    20,861
    
    
    $
    (10,443
    )Effective tax rate
    
    
    28.64
    %
    
    
    33.85
    %
    
    
    -5.21
    %
  33




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Ryan Beck Results of Operations
 For the Three MonthsEnded March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    ChangeNet interest income:Broker dealer interest and dividends
    
    $
    4,238
    
    
    $
    2,947
    
    
    $
    1,291Interest expense
    
    
    (1,621
    )
    
    
    (502
    )
    
    
    (1,119
    )Net interest income
    
    
    2,617
    
    
    
    2,445
    
    
    
    172Non-interest income:Principal transactions
    
    
    24,720
    
    
    
    19,802
    
    
    
    4,918Investment banking
    
    
    3,702
    
    
    
    11,882
    
    
    
    (8,180
    )Commissions
    
    
    22,928
    
    
    
    20,315
    
    
    
    2,613Other
    
    
    3,212
    
    
    
    2,687
    
    
    
    525Non-interest income
    
    
    54,562
    
    
    
    54,686
    
    
    
    (124
    )Non-interest expense:Employee compensation and benefits
    
    
    44,355
    
    
    
    38,437
    
    
    
    5,918Occupancy and equipment
    
    
    3,871
    
    
    
    4,118
    
    
    
    (247
    )Advertising and promotion
    
    
    1,567
    
    
    
    1,073
    
    
    
    494Professional fees
    
    
    1,951
    
    
    
    1,417
    
    
    
    534Communications
    
    
    3,954
    
    
    
    3,205
    
    
    
    749Floor broker and clearing fees
    
    
    2,719
    
    
    
    2,368
    
    
    
    351Other
    
    
    1,918
    
    
    
    1,947
    
    
    
    (29
    )Non-interest expense
    
    
    60,335
    
    
    
    52,565
    
    
    
    7,770Income (loss) before income taxes
    
    
    (3,156
    )
    
    
    4,566
    
    
    
    (7,722
    )Income taxes
    
    
    (1,591
    )
    
    
    2,036
    
    
    
    (3,627
    )Net (loss) income
    
    $
    (1,565
    )
    
    $
    2,530
    
    
    $
    (4,095
    )
        34




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
     Parent Company Results of Operations
 For the Three MonthsEnded March 31,2006
    
    
    2005
    
    
    Change(in thousands)Net interest income:Interest and dividend income
    
    $
    597
    
    
    $
    678
    
    
    $
    (81
    )Interest expense
    
    
    (5,215
    )
    
    
    (4,570
    )
    
    
    (645
    )Net interest expense
    
    
    (4,618
    )
    
    
    (3,892
    )
    
    
    (726
    )Non-interest income:Income from unconsolidated
subsidiaries
    
    
    820
    
    
    
    131
    
    
    
    689Securities activities, net
    
    
    2,541
    
    
    
    95
    
    
    
    2,446Other
    
    
    
    
    
    
    306
    
    
    
    (306
    )Non-interest income
    
    
    3,361
    
    
    
    532
    
    
    
    2,829Non-interest expense:Employee compensation and benefits
    
    
    1,487
    
    
    
    960
    
    
    
    527Professional fees
    
    
    106
    
    
    
    859
    
    
    
    (753
    )Other
    
    
    365
    
    
    
    226
    
    
    
    139Non-interest expense
    
    
    1,958
    
    
    
    2,045
    
    
    
    (87
    )Loss before income taxes
    
    
    (3,215
    )
    
    
    (5,405
    )
    
    
    2,190Income taxes
    
    
    (1,074
    )
    
    
    (1,892
    )
    
    
    818Net loss
    
    $
    (2,141
    )
    
    $
    (3,513
    )
    
    $
    1,372
     35




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
        BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Higher federal funds sold resulting from discretionary short term investments at period end;
    
    Decrease in securities owned associated with Ryan Becks trading activities;
    
    Decline in securities available for sale reflecting an investment strategy to limit
asset growth in response to the relatively flat yield curve during the period;
    
    Lower investment securities balances due to accelerated redemptions of tax
certificates associated with the appreciation of real estate;
    
    Lower investment in FHLB stock related to repayments of FHLB advances;
    
    Decline in loan receivable balances associated with lower commercial real estate loan
balances primarily resulting from a decision to cease condominium lending;
    
    Increase in accrued interest receivable resulting from higher rates on earning asset
during the period;
    
    Decline in investment in unconsolidated subsidiaries due to a capital distribution
from an investment in a rental real estate joint venture partially offset by a $4.1
million investment in another rental real estate joint venture during the first quarter
of 2006;
    
    Increase in office properties and equipment associated with BankAtlantics branch expansion initiatives;
    
    Increase in deferred tax asset primarily resulting from a
decline in other comprehensive income.
  
    
    Higher deposit account balances resulting from the growth in low-cost deposits
associated with Floridas Most Convenient Bank and free checking account initiatives;
    
    Higher certificate of deposit balances associated with higher yield certificate
promotions at store grand openings;
    
    Decrease in FHLB advances, securities sold under agreements to repurchase, federal
funds purchased and other short term borrowings due to deposit growth and a decline in
earning assets;
 36




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 
    
    Decrease in secured borrowings (associated with loan participations sold without
recourse that are accounted for as secured borrowings) due to loan repayments and a
management decision to discontinue secured borrowing arrangements;
    
    Increase in notes payable associated with Parent Company revolving line of credit
borrowings used to invest in a rental real estate joint venture;
    
    Increase in securities sold but not yet purchased and due from clearing agents
relating to Ryan Becks trading activities;
    
    Declines in other liabilities associated with a reduction in Ryan Becks accrued
employee compensation and benefits reflecting the payout of 2005 annual bonuses during
the first quarter of 2006.
  Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
      37




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  BankAtlantic Liquidity and Capital Resources
      38




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt March 31, 2006:Total risk-based capital
    
    $
    525,304
    
    
    
    12.21
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    458,086
    
    
    
    10.65
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    458,086
    
    
    
    7.75
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    458,086
    
    
    
    7.75
    %
    
    
    4.00
    %
    
    
    5.00
    %At December 31, 2005:Total risk-based capital
    
    $
    512,664
    
    
    
    11.50
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    446,419
    
    
    
    10.02
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    446,419
    
    
    
    7.42
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    446,419
    
    
    
    7.42
    %
    
    
    4.00
    %
    
    
    5.00
    %
  Ryan Beck & Co., Inc. Liquidity and Capital Resources
     39




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Market Risk
  BankAtlantic Interest Rate Risk
  BankAtlantic Repricing Gap TableAs of March 31, 20061 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalInterest earning assets:Loans:Residential loans (1)Fixed rate
    
    $
    104,928
    
    
    
    157,354
    
    
    
    115,116
    
    
    
    335,910
    
    
    
    713,308Hybrid ARMs less than 5 years
    
    
    177,835
    
    
    
    188,513
    
    
    
    61,383
    
    
    
    1,377
    
    
    
    429,108Hybrid ARMs more than 5 years
    
    
    192,572
    
    
    
    221,791
    
    
    
    197,194
    
    
    
    302,738
    
    
    
    914,295Commercial loans
    
    
    1,563,169
    
    
    
    114,313
    
    
    
    44,545
    
    
    
    714
    
    
    
    1,722,741Small business loans
    
    
    153,664
    
    
    
    69,009
    
    
    
    20,975
    
    
    
    9,100
    
    
    
    252,748Consumer loans
    
    
    508,187
    
    
    
    4,710
    
    
    
    3,806
    
    
    
    14,711
    
    
    
    531,414Total loans
    
    
    2,700,355
    
    
    
    755,690
    
    
    
    443,019
    
    
    
    664,550
    
    
    
    4,563,614Investment securitiesTax exempt securities
    
    
    143
    
    
    
    4,989
    
    
    
    21,488
    
    
    
    371,817
    
    
    
    398,437Taxable investment securities
    
    
    245,516
    
    
    
    86,218
    
    
    
    55,846
    
    
    
    59,060
    
    
    
    446,640Tax certificates
    
    
    135,114
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,114Total investment securities
    
    
    380,773
    
    
    
    91,207
    
    
    
    77,334
    
    
    
    430,877
    
    
    
    980,191Total interest earning assets
    
    
    3,081,128
    
    
    
    846,897
    
    
    
    520,353
    
    
    
    1,095,427
    
    
    
    5,543,805Total non-earning assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456,295
    
    
    
    456,295Total assets
    
    $
    3,081,128
    
    
    
    846,897
    
    
    
    520,353
    
    
    
    1,551,722
    
    
    
    6,000,100Total interest bearing liabilities
    
    $
    2,581,665
    
    
    
    759,068
    
    
    
    330,826
    
    
    
    1,703,943
    
    
    
    5,375,502Non-interest bearing liabilities
and stockholders equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    624,598
    
    
    
    624,598Total non-interest bearing liabilities
and equity
    
    $
    2,581,665
    
    
    
    759,068
    
    
    
    330,826
    
    
    
    2,328,541
    
    
    
    6,000,100GAP (repricing difference)
    
    $
    499,463
    
    
    
    87,829
    
    
    
    189,527
    
    
    
    (608,516
    )Cumulative GAP
    
    $
    499,463
    
    
    
    587,292
    
    
    
    776,819
    
    
    
    168,303Repricing Percentage of Total Assets
    
    
    8.32
    %
    
    
    1.46
    %
    
    
    3.16
    %
    
    
    -10.14
    %Cumulative Percentage of Total Assets
    
    
    8.32
    %
    
    
    9.79
    %
    
    
    12.95
    %
    
    
    2.81
    %
 
 (1)
    
    Hybrid adjustable rate mortgages (ARM) earn fixed rates for designated periods and
adjust annually thereafter based on the one year U.S. Treasury note rate.  40




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   i.
    
    Calculating interest income and interest expense from existing assets and liabilities
using current repricing, prepayment and volume assumptions,ii.
    
    Estimating the change in expected net interest income based on instantaneous and
parallel shifts in the yield curve to determine the effect on net interest income; andiii.
    
    Calculating the percentage change in net interest income calculated in (i) and (ii).
   
    
    Interest rates,
    
    Loan prepayment rates,
    
    Deposit decay rates,
    
    Re-pricing of certain borrowings, and
    
    Reinvestment in earning assets.
  As of March 31, 2006NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    261,447
    
    
    
    0.23
    %+100 bp
    
    $
    264,114
    
    
    
    1.27
    %0
    
    
    $
    260,871
    
    
    
    -100 bp
    
    $
    255,597
    
    
    
    -2.07
    %-200 bp
    
    $
    242,966
    
    
    
    -7.03
    %
  41




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Equity Price Risk
  AvailablePercent
    
    for SaleChange in
    
    Securities
    
    DollarFair Value
    
    Fair Value
    
    Change20
    %
    
    $
    118,460
    
    
    $
    19,74310
    %
    
    $
    108,589
    
    
    $
    9,8720
    %
    
    $
    98,717
    
    
    $
    -10
    %
    
    $
    88,845
    
    
    $
    (9,872
    )-20
    %
    
    $
    78,974
    
    
    $
    (19,743
    )
  Ryan Beck Market Risk
     High
    
    Low
    
    AverageVaR
    
    $
    354,915
    
    
    $
    139,141
    
    
    $
    212,910Aggregate Long Value
    
    
    189,720
    
    
    
    93,813
    
    
    
    130,966Aggregate Short Value
    
    
    100,643
    
    
    
    35,517
    
    
    
    62,317
 42




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes
in Internal Control over Financial Reporting
  43




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors.
  BankAtlantic has entered into a Deferred Prosecution Agreement with the Department of Justice and a
Cease and Desist Order with the OTS.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number of
    
    
    Maximum Number ofShares Purchased as
    
    
    shares thatPart of Publicly
    
    
    May Yet Be PurchasedTotal Number of
    
    
    Average price
    
    
    Announced Plans
    
    
    Under the Plans orPeriod
    
    Shares Purchased (1)
    
    
    per share
    
    
    or Programs (2)
    
    
    ProgramsJanuary 1, 2006 through
January 31, 2006
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    February 1, 2006
through
February 28, 2006
    
    
    509,705
    
    
    
    13.72
    
    
    
    
    
    
    
    March 1, 2006 through
March 31, 2006
    
    
    1,243
    
    
    
    14.32
    
    
    
    
    
    
    
    Total
    
    
    510,948
    
    
    $
    13.72
    
    
    
    
    
    
    
    
 
 1.
    
    The amount represents the number of shares of the Companys Class A Common Stock
redeemed by the Company as consideration for the payment of the exercise price and minimum
withholding taxes of stock options exercised during the period.2.
    
    The Company had no plan or program to repurchase its equity securities as of March
31, 2006. On May 2, 2006, the Board of Directors approved the repurchase of up to 6
million shares of Class A common stock through a Share Repurchase Program. The shares may
be purchased on the open market or through private transactions. The timing and the
amount of repurchases, if any, will depend on market conditions, share price, trading
volume and other factors. 44




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 6. Exhibits
 Exhibit 10.1
    
    Deferred Prosecution Agreement, including Factual Statement filed with the Companys Form
8-K on April 26, 2006.Exhibit 10.2
    
    Assessment of Civil Money Penalty (FinCEN) filed with the Companys Form 8-K on April 26, 2006.Exhibit 10.3
    
    Stipulation and Consent to Cease and Desist Order and Civil Money Penalty (OTS) filed with the Companys Form
8-K on April 26, 2006.Exhibit 10.4
    
    Cease and Desist Order (OTS) filed with the Companys Form 8-K on April 26, 2006.Exhibit 10.5
    
    Order of Assessment of a Civil Money Penalty (OTS) filed with the Companys Form 8-K on April 26, 2006.Exhibit 31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 32.1
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002Exhibit 32.2
    
    CFO Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 45




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.
 May 10, 2006
    
    By:
    
    /s/ Alan B. LevanDate
    
    
    
    Alan B. LevanChief Executive Officer/Chairman/PresidentMay 10, 2006
    
    By:
    
    /s/ James A. WhiteDate
    
    
    
    James A. WhiteExecutive Vice President,Chief Financial Officer
 46