##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007
OR  o 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.
  Florida
(State or other jurisdiction of 
incorporation or organization)
    
    65-0507804
(I.R.S. Employer
Identification No.)
 2100 West Cypress Creek Road 
Fort Lauderdale, Florida
(Address of principal executive offices)
    
    33309
(Zip Code)
 (954) 940-5000   Not Applicable
 x o
   Large accelerated filer o
    
    Accelerated filer x
    
    Non-accelerated filer o
 o x
  Outstanding atTitle of Each Class
    
    August 3, 2007Class A Common Stock, par value $0.01 per share
    
    
    53,047,139Class 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
    
    
    1-17Consolidated Statements of Financial Condition  June 30, 2007
and December 31, 2006  Unaudited
    
    
    3Consolidated Statements of Operations  For the Three and Six Months
Ended June 30, 2007 and 2006  Unaudited
    
    
    4Consolidated Statements of Stockholders Equity and Comprehensive Income 
For the Six Months Ended June 30, 2007 and 2006  Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Six Months Ended
June 30, 2007 and 2006  Unaudited
    
    
    6Notes to Consolidated Financial Statements  Unaudited
    
    
    7-17Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17-29Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    30Item 4.
    
    Controls and Procedures
    
    
    30Part II.
    
    OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    30Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    31Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    31Item 6.
    
    Exhibits
    
    
    31Signatures
    
    
    32EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO
   
 2




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##### Table of Contents



Part I.  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 June 30,
    
    
    December 31,(In thousands, except share data)
    
    2007
    
    
    2006ASSETSCash and cash equivalents
    
    $
    150,000
    
    
    $
    138,904Securities available for sale and
financial instruments (at fair value)
    
    
    682,179
    
    
    
    651,316Investment securities at cost (approximate fair value:$291,019 and $209,020)
    
    
    278,169
    
    
    
    206,682Tax certificates, net of allowance of $3,829 and $3,699
    
    
    230,540
    
    
    
    195,391Federal Home Loan Bank stock, at cost
which approximates fair value
    
    
    74,003
    
    
    
    80,217Loans receivable, net of allowance for loan losses of
$54,754 and $43,602
    
    
    4,611,710
    
    
    
    4,586,607Loans held for sale
    
    
    6,980
    
    
    
    9,313Real estate held for development or sale
    
    
    25,110
    
    
    
    25,333Real estate owned
    
    
    23,886
    
    
    
    21,747Office properties and equipment, net
    
    
    241,327
    
    
    
    219,717Deferred tax asset, net
    
    
    17,021
    
    
    
    13,593Goodwill and other intangibles
    
    
    76,586
    
    
    
    77,324Other assets
    
    
    77,536
    
    
    
    78,755Discontinued operations assets held for sale
    
    
    
    
    
    
    190,763Total assets
    
    $
    6,495,047
    
    
    $
    6,495,662LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing
    
    $
    971,260
    
    
    $
    995,920Interest bearing
    
    
    3,045,883
    
    
    
    2,871,116Total deposits
    
    
    4,017,143
    
    
    
    3,867,036Advances from FHLB
    
    
    1,397,051
    
    
    
    1,517,058Short term borrowings
    
    
    188,102
    
    
    
    133,958Subordinated debentures and bonds payable
    
    
    318,437
    
    
    
    293,189Other liabilities
    
    
    61,590
    
    
    
    64,193Discontinued operations liabilities held for sale
    
    
    
    
    
    
    95,246Total liabilities
    
    
    5,982,323
    
    
    
    5,970,680Commitments and contingenciesStockholders equity:Class A common stock, issued and outstanding
53,212,871 and 56,157,425 shares
    
    
    532
    
    
    
    562Class B common stock, issued and outstanding
4,876,124 and 4,876,124 shares
    
    
    49
    
    
    
    49Additional paid-in capital
    
    
    231,639
    
    
    
    260,460Retained earnings
    
    
    278,282
    
    
    
    265,089Total stockholders equity before accumulated
other comprehensive income (loss)
    
    
    510,502
    
    
    
    526,160Accumulated other comprehensive income (loss)
    
    
    2,222
    
    
    
    (1,178
    )Total stockholders equity
    
    
    512,724
    
    
    
    524,982Total liabilities and stockholders equity
    
    $
    6,495,047
    
    
    $
    6,495,662
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 For the Three Months
    
    
    For the Six Months(In thousands, except share and per share data)
    
    Ended June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(As adjusted)
    
    
    
    
    
    
    (As adjusted)Interest income:Interest and fees on loans
    
    $
    79,914
    
    
    $
    75,765
    
    
    $
    159,501
    
    
    $
    151,151Interest and dividends on taxable securities
    
    
    10,061
    
    
    
    8,710
    
    
    
    20,218
    
    
    
    17,391Interest on tax exempt securities
    
    
    3,800
    
    
    
    3,862
    
    
    
    7,596
    
    
    
    7,668Total interest income
    
    
    93,775
    
    
    
    88,337
    
    
    
    187,315
    
    
    
    176,210Interest expense:Interest on deposits
    
    
    21,473
    
    
    
    13,852
    
    
    
    40,475
    
    
    
    26,606Interest on advances from FHLB
    
    
    18,103
    
    
    
    13,007
    
    
    
    36,826
    
    
    
    27,146Interest on short term borrowings
    
    
    2,010
    
    
    
    4,931
    
    
    
    4,565
    
    
    
    7,506Interest on secured borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,401Interest on subordinated debentures and bonds payable
    
    
    6,136
    
    
    
    6,377
    
    
    
    12,250
    
    
    
    12,340Capitalized interest on real estate development
    
    
    
    
    
    
    (289
    )
    
    
    
    
    
    
    (769
    )Total interest expense
    
    
    47,722
    
    
    
    37,878
    
    
    
    94,116
    
    
    
    75,230Net interest income
    
    
    46,053
    
    
    
    50,459
    
    
    
    93,199
    
    
    
    100,980Provision for (recovery from) loan losses
    
    
    4,917
    
    
    
    (20
    )
    
    
    12,378
    
    
    
    143Net interest income after provision for
(recovery from) loan losses
    
    
    41,136
    
    
    
    50,479
    
    
    
    80,821
    
    
    
    100,837Non-interest income:Service charges on deposits
    
    
    25,808
    
    
    
    21,274
    
    
    
    50,403
    
    
    
    40,373Other service charges and fees
    
    
    7,524
    
    
    
    7,353
    
    
    
    14,557
    
    
    
    13,575Securities activities, net
    
    
    8,813
    
    
    
    2,830
    
    
    
    10,368
    
    
    
    5,371Other
    
    
    3,339
    
    
    
    6,166
    
    
    
    6,908
    
    
    
    8,664Total non-interest income
    
    
    45,484
    
    
    
    37,623
    
    
    
    82,236
    
    
    
    67,983Non-interest expense:Employee compensation and benefits
    
    
    37,908
    
    
    
    37,590
    
    
    
    78,998
    
    
    
    73,426Occupancy and equipment
    
    
    15,927
    
    
    
    13,429
    
    
    
    31,871
    
    
    
    26,043Impairment of real estate held for sale
    
    
    1,056
    
    
    
    
    
    
    
    1,056
    
    
    
    Advertising and promotion
    
    
    4,209
    
    
    
    7,400
    
    
    
    10,067
    
    
    
    16,018Professional fees
    
    
    1,368
    
    
    
    2,374
    
    
    
    3,081
    
    
    
    4,691Check losses
    
    
    2,731
    
    
    
    1,875
    
    
    
    4,588
    
    
    
    3,121Supplies and postage
    
    
    1,632
    
    
    
    1,737
    
    
    
    3,485
    
    
    
    3,398Telecommunication
    
    
    1,556
    
    
    
    1,158
    
    
    
    2,937
    
    
    
    2,311One-time termination benefits
    
    
    
    
    
    
    
    
    
    
    2,553
    
    
    
    Other
    
    
    6,790
    
    
    
    8,527
    
    
    
    14,034
    
    
    
    14,830Total non-interest expense
    
    
    73,177
    
    
    
    74,090
    
    
    
    152,670
    
    
    
    143,838Income from continuing operations
before income taxes
    
    
    13,443
    
    
    
    14,012
    
    
    
    10,387
    
    
    
    24,982Provision for income taxes
    
    
    1,715
    
    
    
    3,569
    
    
    
    863
    
    
    
    6,517Income from continuing operations
    
    
    11,728
    
    
    
    10,443
    
    
    
    9,524
    
    
    
    18,465Discontinued operations, (less applicable income tax
benefit of ($58), ($1,524) and
($4,124), ($3,115))
    
    
    (108
    )
    
    
    (2,367
    )
    
    
    7,812
    
    
    
    (3,932
    )Net income
    
    $
    11,620
    
    
    $
    8,076
    
    
    $
    17,336
    
    
    $
    14,533Earnings per shareBasic earnings per share from continuing operations
    
    $
    0.20
    
    
    $
    0.17
    
    
    $
    0.16
    
    
    $
    0.30Basic (loss) earnings per share from discontinued
operations
    
    
    
    
    
    
    (0.04
    )
    
    
    0.13
    
    
    
    (0.06
    )Basic earnings per share
    
    $
    0.20
    
    
    $
    0.13
    
    
    $
    0.29
    
    
    $
    0.24Diluted earnings per share from continuing operations
    
    $
    0.20
    
    
    $
    0.17
    
    
    $
    0.16
    
    
    $
    0.29Diluted (loss) earnings per share from discontinued
operations
    
    
    (0.01
    )
    
    
    (0.04
    )
    
    
    0.12
    
    
    
    (0.06
    )Diluted earnings per share
    
    $
    0.19
    
    
    $
    0.13
    
    
    $
    0.28
    
    
    $
    0.23Basic weighted average number of common shares
outstanding
    
    
    59,189,556
    
    
    
    61,324,163
    
    
    
    59,908,285
    
    
    
    61,165,666Diluted weighted average number of common and common
equivalent shares outstanding
    
    
    59,929,238
    
    
    
    62,819,871
    
    
    
    60,921,567
    
    
    
    62,791,678
  4




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2006 and 2007  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, 2005
    
    
    
    
    
    $
    608
    
    
    $
    261,720
    
    
    $
    261,279
    
    
    $
    (936
    )
    
    $
    (6,335
    )
    
    $
    516,336Cumulative effect adjustment upon adoption
of Staff Accounting Bulletin No. 108
(SAB No. 108) (less tax benefit of $1,193)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,899
    )
    
    
    
    
    
    
    
    
    
    
    (1,899
    )Cumulative effect adjustment upon adoption
of Statement of Financial Accounting Standards
No. 123R
    
    
    
    
    
    
    (1
    )
    
    
    (935
    )
    
    
    
    
    
    
    936
    
    
    
    
    
    
    
    Net income
    
    $
    14,533
    
    
    
    
    
    
    
    
    
    
    
    14,533
    
    
    
    
    
    
    
    
    
    
    
    14,533Other comprehensive loss, net of tax:Unrealized losses on securities available for sale
(less income tax benefit of $1,961)
    
    
    (3,053
    )Reclassification adjustment for net gain
included in net income (less income tax
expense of $2,072)
    
    
    (3,299
    )Other comprehensive loss
    
    
    (6,352
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,352
    )
    
    
    (6,352
    )Comprehensive income
    
    $
    8,181Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,293
    )
    
    
    
    
    
    
    
    
    
    
    (4,293
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (370
    )
    
    
    
    
    
    
    
    
    
    
    (370
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    13
    
    
    
    5,374
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,387Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    3,553
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,553Retirement of Class A common stock relating to
exercise of stock options
    
    
    
    
    
    
    (5
    )
    
    
    (7,009
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,014
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,246Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (2
    )
    
    
    (3,624
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,626
    )BALANCE, JUNE 30, 2006
    
    
    
    
    
    $
    613
    
    
    $
    261,325
    
    
    $
    269,250
    
    
    $
    
    
    
    $
    (12,687
    )
    
    $
    518,501BALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    611
    
    
    $
    260,460
    
    
    $
    265,089
    
    
    $
    
    
    
    $
    (1,178
    )
    
    $
    524,982Net income
    
    $
    17,336
    
    
    
    
    
    
    
    
    
    
    
    17,336
    
    
    
    
    
    
    
    
    
    
    
    17,336Other comprehensive loss, net of tax:Unrealized gains on securities available for sale
(less income tax expense of $3,229)
    
    
    7,033Reclassification adjustment for net gain
included in net income (less income tax
expense of $1,668)
    
    
    (3,633
    )Other comprehensive income
    
    
    3,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,400
    
    
    
    3,400Comprehensive income
    
    $
    20,736Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,443
    )
    
    
    
    
    
    
    
    
    
    
    (4,443
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (400
    )
    
    
    
    
    
    
    
    
    
    
    (400
    )Cumulative effect adjustment upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    
    
    
    
    700Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    4
    
    
    
    2,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,224Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,250Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (34
    )
    
    
    (36,368
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,402
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    4,077
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,077BALANCE, JUNE 30, 2007
    
    
    
    
    
    $
    581
    
    
    $
    231,639
    
    
    $
    278,282
    
    
    $
    
    
    
    $
    2,222
    
    
    $
    512,724
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Six MonthsEnded June 30,(In thousands)
    
    2007
    
    
    2006Net cash provided by (used in) operating activities
    
    $
    15,463
    
    
    $
    (18,392
    )Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    98,843
    
    
    
    84,669Purchase of investment securities and tax certificates
    
    
    (142,092
    )
    
    
    (135,145
    )Purchase of securities available for sale
    
    
    (122,158
    )
    
    
    (86,820
    )Proceeds from sales and maturities of securities
available for sale
    
    
    150,574
    
    
    
    93,641Purchases of FHLB stock
    
    
    (4,950
    )
    
    
    (15,075
    )Redemption of FHLB stock
    
    
    11,164
    
    
    
    22,339Investments in unconsolidated subsidiaries
    
    
    (3,592
    )
    
    
    (4,081
    )Distributions from unconsolidated subsidiaries
    
    
    7,889
    
    
    
    4,549Net (increase) decrease in loans
    
    
    (36,918
    )
    
    
    30,379Improvements to real estate owned
    
    
    (1,762
    )
    
    
    Proceeds from sales of real estate owned
    
    
    732
    
    
    
    1,708Net additions to office properties and equipment
    
    
    (32,670
    )
    
    
    (39,689
    )Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    2,628
    
    
    
    Net cash used in investing activities
    
    
    (72,312
    )
    
    
    (43,525
    )Financing activities:Net increase in deposits
    
    
    150,107
    
    
    
    82,330Repayments of FHLB advances
    
    
    (1,745,000
    )
    
    
    (1,436,344
    )Proceeds from FHLB advances
    
    
    1,625,000
    
    
    
    1,280,000(Decrease) increase in securities sold under agreements
to repurchase
    
    
    (24,492
    )
    
    
    80,073Increase in federal funds purchased
    
    
    78,636
    
    
    
    84,847Repayments of secured borrowings
    
    
    
    
    
    
    (26,516
    )Repayment of notes and bonds payable
    
    
    (526
    )
    
    
    (6,714
    )Proceeds from issuance of junior subordinated debentures
    
    
    25,000
    
    
    
    Proceeds from notes payable
    
    
    
    
    
    
    5,000Excess tax benefits from share-based compensation
    
    
    1,250
    
    
    
    3,553Proceeds from issuance of Class A common stock
    
    
    2,224
    
    
    
    1,053Payment of the minimum withholding tax upon the exercise
of stock options
    
    
    
    
    
    
    (2,675
    )Purchase and retirement of Class A common stock
    
    
    (36,402
    )
    
    
    (3,631
    )Common stock dividends
    
    
    (4,843
    )
    
    
    (4,663
    )Net cash provided by financing activities
    
    
    70,954
    
    
    
    56,313Increase (decrease) in cash and cash equivalents
    
    
    14,105
    
    
    
    (5,604
    )Cash and cash equivalents in discontinued operations
assets held for sale at beginning of period
    
    
    3,285
    
    
    
    Cash and cash equivalents in discontinued operations
assets held for sale at disposal date
    
    
    (6,294
    )
    
    
    Cash and cash equivalents at the beginning of period
    
    
    138,904
    
    
    
    170,261Cash and cash equivalents at end of period
    
    $
    150,000
    
    
    $
    164,657
  6




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 1. Presentation of Interim Financial Statements
       2. Stock Based Compensation
  7




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Employees
    
    
    DirectorsStock Price
    
    $
    9.38
    
    
    $
    9.38Exercise Price
    
    $
    9.38
    
    
    $
    9.38Interest Rate
    
    
    4.96
    %
    
    
    4.63
    %Dividend Rate
    
    
    1.75
    %
    
    
    1.75
    %Volatility
    
    
    29.65
    %
    
    
    27.80
    %Option Life (years)
    
    
    7.50
    
    
    
    5.00Option Value
    
    $
    3.29
    
    
    $
    2.58Annual Forfeiture Rate
    
    
    3.60
    %
    
    
    0
    %
  Class AOutstandingOptionsOutstanding at December 31, 2005
    
    
    6,039,253Exercised
    
    
    (1,324,281
    )Forfeited
    
    
    (148,816
    )Issued
    
    
    37,408Outstanding at June 30, 2006
    
    
    4,603,564Outstanding at December 31, 2006
    
    
    5,238,905Exercised
    
    
    (394,023
    )Forfeited
    
    
    (172,209
    )Expired
    
    
    (2,347
    )Issued
    
    
    956,247Outstanding at June 30, 2007
    
    
    5,626,573Exercisable at June 30, 2007
    
    
    1,823,085
 For the Six MonthsEnded June 30,2007
    
    
    2006Weighted average exercise price of options
outstanding
    
    $
    11.25
    
    
    $
    10.43Weighted average exercise price of options exercised
    
    $
    5.64
    
    
    $
    4.07Weighted average price of options forfeited
    
    $
    14.77
    
    
    $
    13.74Weighted average price of options expired
    
    $
    4.33
    
    
    $
    
  3. Discontinued Operations and Merger
  8




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    Consideration received:Financial instruments,
Stifel common stock and warrants
    
    $
    107,445Cash
    
    
    2,628Total consideration received
    
    
    110,073Discontinued operations assets
held for sale at disposal date
    
    
    206,763Discontinued operations liabilities
held for sale at disposal date
    
    
    (117,364
    )Net assets available for sale
at disposal date
    
    
    89,399Transaction cost
    
    
    2,709Gain on disposal of Ryan Beck
before income taxes
    
    
    17,965Provision for income taxes
    
    
    1,592Net gain on sale of Ryan Beck
    
    $
    16,373
 9




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Two Months
    
    
    For the Three Months
    
    
    For the Six MonthsEnded February 28, 2007
    
    
    Ended June 30, 2006
    
    
    Ended June 30, 2006Investment banking revenue
    
    $
    37,836
    
    
    $
    55,372
    
    
    $
    114,172Non-interest expense:Employee compensation and benefits
    
    
    27,532
    
    
    
    42,433
    
    
    
    86,788Occupancy and equipment
    
    
    2,984
    
    
    
    3,927
    
    
    
    7,798Advertising and promotion
    
    
    740
    
    
    
    1,326
    
    
    
    2,893Merger related costs (1)
    
    
    14,263
    
    
    
    
    
    
    
    Professional fees
    
    
    1,106
    
    
    
    1,905
    
    
    
    3,856Communications
    
    
    2,255
    
    
    
    3,930
    
    
    
    7,884Floor broker and clearing fees
    
    
    1,162
    
    
    
    2,142
    
    
    
    4,861Interest expense
    
    
    985
    
    
    
    1,514
    
    
    
    3,135Other
    
    
    1,086
    
    
    
    2,086
    
    
    
    4,004Total non-interest expense
    
    
    52,113
    
    
    
    59,263
    
    
    
    121,219Loss from Ryan Beck
discontinued operations before income taxes
    
    
    (14,277
    )
    
    
    (3,891
    )
    
    
    (7,047
    )Income tax benefit
    
    
    (5,716
    )
    
    
    (1,524
    )
    
    
    (3,115
    )Loss from Ryan Beck
discontinued operations, net of tax
    
    $
    (8,561
    )
    
    $
    (2,367
    )
    
    $
    (3,932
    )
 
 (1)
    
    Merger related costs include $9.3 million of change in control payments, $3.5 million of
one-time employee termination benefits and $1.5 million of share-based compensation. 4. One-time Termination Benefits
  EmployeeTerminationBenefitsBalance at December 31, 2006
    
    $
    Expense incurred
    
    
    2,317Amounts paid
    
    
    (1,587
    )Balance at June 30, 2007
    
    $
    730
 5. Accounting for Income Taxes
  10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   6. Loans Receivable
  June 30,
    
    
    December 31,2007
    
    
    2006Real estate loans:Residential (1-4 family)
    
    $
    2,224,069
    
    
    $
    2,158,506Construction and development
    
    
    772,198
    
    
    
    859,556Commercial
    
    
    963,628
    
    
    
    1,063,352Small business
    
    
    203,334
    
    
    
    186,833Other loans:Home equity
    
    
    613,000
    
    
    
    562,318Commercial business
    
    
    133,988
    
    
    
    157,109Small business  non-mortgage
    
    
    100,152
    
    
    
    98,225Consumer loans
    
    
    16,656
    
    
    
    17,406Deposit overdrafts
    
    
    10,707
    
    
    
    8,440Total gross loans
    
    
    5,037,732
    
    
    
    5,111,745Adjustments:Undisbursed portion of loans in process
    
    
    (373,966
    )
    
    
    (482,842
    )Premiums, discounts and deferred fees
    
    
    2,698
    
    
    
    1,306Allowance for loan losses
    
    
    (54,754
    )
    
    
    (43,602
    )Loans receivable  net
    
    $
    4,611,710
    
    
    $
    4,586,607
 Allowance for Loan Losses (in thousands):
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    50,373
    
    
    $
    41,889
    
    
    $
    43,602
    
    
    $
    41,192Loans charged-off
    
    
    (1,797
    )
    
    
    (350
    )
    
    
    (2,924
    )
    
    
    (716
    )Recoveries of loans previously
charged-off
    
    
    1,261
    
    
    
    493
    
    
    
    1,698
    
    
    
    1,393Net (charge-offs) recoveries
    
    
    (536
    )
    
    
    143
    
    
    
    (1,226
    )
    
    
    677Provision for (recovery) from loan losses
    
    
    4,917
    
    
    
    (20
    )
    
    
    12,378
    
    
    
    143Balance, end of period
    
    $
    54,754
    
    
    $
    42,012
    
    
    $
    54,754
    
    
    $
    42,012
  June 30, 2007
    
    
    December 31, 2006Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans
with specific
valuation
allowances
    
    $
    12,944
    
    
    $
    5,850
    
    
    $
    325
    
    
    $
    162Impaired loans
without specific
valuation
allowances
    
    
    17,344
    
    
    
    
    
    
    
    10,319
    
    
    
    Total
    
    $
    30,288
    
    
    $
    5,850
    
    
    $
    10,644
    
    
    $
    162
 11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  7. Related Parties
    For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Non-interest income:Other  office facilities
    
    $
    92
    
    
    $
    107
    
    
    $
    132
    
    
    $
    204Non-interest expense:Employee compensation
benefits
    
    
    (50
    )
    
    
    (63
    )
    
    
    (105
    )
    
    
    (126
    )Other  back-office support
    
    
    (357
    )
    
    
    (301
    )
    
    
    (751
    )
    
    
    (538
    )Net effect of affiliate
transactions
before income taxes
    
    $
    (315
    )
    
    $
    (257
    )
    
    $
    (724
    )
    
    $
    (460
    )
   Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    282,005
    
    
    $
    9.84Options nonvested
    
    
    154,587
    
    
    $
    12.32
  12




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  8. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operations.Parent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, capital
management and financing activities.
  13




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Three Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2007Net interest income (expense)
    
    $
    50,914
    
    
    $
    (4,861
    )
    
    $
    
    
    
    $
    46,053Provision for loan losses
    
    
    (4,917
    )
    
    
    
    
    
    
    
    
    
    
    (4,917
    )Non-interest income
    
    
    36,686
    
    
    
    9,043
    
    
    
    (245
    )
    
    
    45,484Non-interest expense
    
    
    (71,524
    )
    
    
    (1,898
    )
    
    
    245
    
    
    
    (73,177
    )Segments profits and losses
before income taxes
    
    
    11,159
    
    
    
    2,284
    
    
    
    
    
    
    
    13,443Provision for income taxes
    
    
    (754
    )
    
    
    (961
    )
    
    
    
    
    
    
    (1,715
    )Segment net income
    
    $
    10,405
    
    
    $
    1,323
    
    
    $
    
    
    
    $
    11,728Total assets
    
    $
    6,272,061
    
    
    $
    806,153
    
    
    $
    (583,167
    )
    
    $
    6,495,0472006Net interest income (expense)
    
    $
    55,257
    
    
    $
    (4,798
    )
    
    $
    
    
    
    $
    50,459Recovery from loan losses
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    20Non-interest income
    
    
    34,960
    
    
    
    2,673
    
    
    
    (10
    )
    
    
    37,623Non-interest expense
    
    
    (72,260
    )
    
    
    (1,840
    )
    
    
    10
    
    
    
    (74,090
    )Segments profits and losses
before income taxes
    
    
    17,977
    
    
    
    (3,965
    )
    
    
    
    
    
    
    14,012(Provision) benefit for
income taxes
    
    
    (5,271
    )
    
    
    1,702
    
    
    
    
    
    
    
    (3,569
    )Segment net income (loss)
    
    $
    12,706
    
    
    $
    (2,263
    )
    
    $
    
    
    
    $
    10,443Total assets
    
    $
    6,048,927
    
    
    $
    787,662
    
    
    $
    (433,700
    )
    
    $
    6,402,889
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Six Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2007Net interest income (expense)
    
    $
    102,984
    
    
    $
    (9,785
    )
    
    $
    
    
    
    $
    93,199Provision for loan losses
    
    
    (12,378
    )
    
    
    
    
    
    
    
    
    
    
    (12,378
    )Non-interest income
    
    
    71,733
    
    
    
    10,959
    
    
    
    (456
    )
    
    
    82,236Non-interest expense
    
    
    (150,294
    )
    
    
    (2,832
    )
    
    
    456
    
    
    
    (152,670
    )Segments profits and losses
before income taxes
    
    
    12,045
    
    
    
    (1,658
    )
    
    
    
    
    
    
    10,387(Provision) benefit for
income taxes
    
    
    (1,001
    )
    
    
    138
    
    
    
    
    
    
    
    (863
    )Segment net income (loss)
    
    $
    11,044
    
    
    $
    (1,520
    )
    
    $
    
    
    
    $
    9,5242006Net interest income (expense)
    
    $
    110,396
    
    
    $
    (9,416
    )
    
    $
    
    
    
    $
    100,980Provision for loan losses
    
    
    (143
    )
    
    
    
    
    
    
    
    
    
    
    (143
    )Non-interest income
    
    
    61,967
    
    
    
    6,036
    
    
    
    (20
    )
    
    
    67,983Non-interest expense
    
    
    (140,058
    )
    
    
    (3,800
    )
    
    
    20
    
    
    
    (143,838
    )Segments profits and losses
before income taxes
    
    
    32,162
    
    
    
    (7,180
    )
    
    
    
    
    
    
    24,982Provision for income taxes
    
    
    (9,293
    )
    
    
    2,776
    
    
    
    
    
    
    
    (6,517
    )Segment net income (loss)
    
    $
    22,869
    
    
    $
    (4,404
    )
    
    $
    
    
    
    $
    18,465
 14




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 9. Financial Instruments with Off-balance Sheet Risk
  June 30,
    
    
    December 31,2007
    
    
    2006Commitments to sell fixed rate residential loans
    
    $
    26,496
    
    
    
    30,696Commitments to sell variable rate residential loans
    
    
    2,680
    
    
    
    2,921Commitments to sell commercial loans
    
    
    3,100
    
    
    
    Commitments to purchase fixed rate residential loans
    
    
    20,500
    
    
    
    Commitments to purchase variable rate residential
loans
    
    
    92,869
    
    
    
    12,000Commitments to purchase commercial loans
    
    
    10,000
    
    
    
    57,525Commitments to originate loans held for sale
    
    
    23,745
    
    
    
    26,346Commitments to originate loans held to maturity
    
    
    309,592
    
    
    
    223,060Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    1,045,796
    
    
    
    890,036Commitments to purchase branch facilities land
    
    
    6,260
    
    
    
    11,180Standby letters of credit
    
    
    50,766
    
    
    
    67,831Commercial lines of credit
    
    
    96,932
    
    
    
    86,992
  15




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 10. Earnings per Share
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic earnings per share:Numerator:Income from continuing operations
    
    $
    11,728
    
    
    $
    10,443
    
    
    $
    9,524
    
    
    $
    18,465Discontinued operations
    
    
    (108
    )
    
    
    (2,367
    )
    
    
    7,812
    
    
    
    (3,932
    )Net income
    
    $
    11,620
    
    
    $
    8,076
    
    
    $
    17,336
    
    
    $
    14,533Denominator:Basic weighted average number of
common shares outstanding
    
    
    59,189,556
    
    
    
    61,324,163
    
    
    
    59,908,285
    
    
    
    61,165,666Basic earnings (loss) per share from:Continuing operations
    
    $
    0.20
    
    
    $
    0.17
    
    
    $
    0.16
    
    
    $
    0.30Discontinued operations
    
    
    
    
    
    
    (0.04
    )
    
    
    0.13
    
    
    
    (0.06
    )Basic earnings per share
    
    $
    0.20
    
    
    $
    0.13
    
    
    $
    0.29
    
    
    $
    0.24Diluted earnings per share
Numerator:Income from continuing operations
    
    $
    11,728
    
    
    $
    10,443
    
    
    $
    9,524
    
    
    $
    18,465Discontinued operations
    
    
    (108
    )
    
    
    (2,367
    )
    
    
    7,812
    
    
    
    (3,932
    )Net income
    
    $
    11,620
    
    
    $
    8,076
    
    
    $
    17,336
    
    
    $
    14,533Denominator:Basic weighted average number of
common shares outstanding
    
    
    59,189,556
    
    
    
    61,324,163
    
    
    
    59,908,285
    
    
    
    61,165,666Stock-based compensation
    
    
    739,682
    
    
    
    1,495,707
    
    
    
    1,013,282
    
    
    
    1,626,012Diluted weighted average shares
Outstanding
    
    
    59,929,238
    
    
    
    62,819,870
    
    
    
    60,921,567
    
    
    
    62,791,678Diluted earnings (loss) per share
from:Continuing operations
    
    $
    0.20
    
    
    $
    0.17
    
    
    $
    0.16
    
    
    $
    0.29Discontinued operations
    
    
    (0.01
    )
    
    
    (0.04
    )
    
    
    0.12
    
    
    
    (0.06
    )Diluted earnings per share
    
    $
    0.19
    
    
    $
    0.13
    
    
    $
    0.28
    
    
    $
    0.23Cash dividends per share:Class A share
    
    $
    0.041
    
    
    $
    0.038
    
    
    $
    0.082
    
    
    $
    0.076Class B share
    
    $
    0.041
    
    
    $
    0.038
    
    
    $
    0.082
    
    
    $
    0.076
  11. New Accounting Pronouncements
  16




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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
  17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Accounting for Uncertain Tax Positions
  Consolidated Results of Operations
  For the Three Months Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    ChangeBankAtlantic
    
    $
    10,405
    
    
    $
    12,706
    
    
    $
    (2,301
    )Parent Company
    
    
    1,323
    
    
    
    (2,263
    )
    
    
    3,586Segment net income
    
    $
    11,728
    
    
    $
    10,443
    
    
    $
    1,285
 For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
  For the Six Months Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    ChangeBankAtlantic
    
    $
    11,044
    
    
    $
    22,869
    
    
    $
    (11,825
    )Parent Company
    
    
    (1,520
    )
    
    
    (4,404
    )
    
    
    2,884Segment net income
    
    $
    9,524
    
    
    $
    18,465
    
    
    $
    (8,941
    )
 18




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
  BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet  Yield / Rate AnalysisFor the Three Months EndedJune 30, 2007
    
    
    June 30, 2006(in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,677,890
    
    
    
    79,913
    
    
    
    6.83
    
    
    $
    4,478,846
    
    
    
    75,764
    
    
    
    6.77Investments  tax exempt
    
    
    398,435
    
    
    
    5,846
    (1)
    
    
    5.87
    
    
    
    398,404
    
    
    
    5,817
    (1)
    
    
    5.84Investments  taxable
    
    
    614,163
    
    
    
    9,506
    
    
    
    6.19
    
    
    
    583,026
    
    
    
    8,197
    
    
    
    5.62Total interest earning assets
    
    
    5,690,488
    
    
    
    95,265
    
    
    
    6.70
    %
    
    
    5,460,276
    
    
    
    89,778
    
    
    
    6.58
    %Goodwill and core deposit intangibles
    
    
    76,784
    
    
    
    
    
    
    
    
    
    
    
    78,301Other non-interest earning assets
    
    
    436,982
    
    
    
    
    
    
    
    
    
    
    
    366,784Total Assets
    
    $
    6,204,254
    
    
    
    
    
    
    
    
    
    
    $
    5,905,361Deposits:Savings
    
    $
    605,940
    
    
    
    3,401
    
    
    
    2.25
    %
    
    $
    364,946
    
    
    
    523
    
    
    
    0.57
    %NOW
    
    
    782,018
    
    
    
    1,749
    
    
    
    0.90
    
    
    
    764,738
    
    
    
    1,023
    
    
    
    0.54Money market
    
    
    677,545
    
    
    
    4,789
    
    
    
    2.84
    
    
    
    765,805
    
    
    
    3,974
    
    
    
    2.08Certificates of deposit
    
    
    993,458
    
    
    
    11,535
    
    
    
    4.66
    
    
    
    844,318
    
    
    
    8,331
    
    
    
    3.96Total interest bearing deposits
    
    
    3,058,961
    
    
    
    21,474
    
    
    
    2.82
    
    
    
    2,739,807
    
    
    
    13,851
    
    
    
    2.03Short-term borrowed funds
    
    
    157,230
    
    
    
    2,091
    
    
    
    5.33
    
    
    
    402,390
    
    
    
    5,001
    
    
    
    4.98Advances from FHLB
    
    
    1,344,855
    
    
    
    18,102
    
    
    
    5.40
    
    
    
    1,010,459
    
    
    
    13,007
    
    
    
    5.16Long-term debt
    
    
    29,373
    
    
    
    638
    
    
    
    8.71
    
    
    
    36,665
    
    
    
    916
    
    
    
    10.02Total interest bearing liabilities
    
    
    4,590,419
    
    
    
    42,305
    
    
    
    3.70
    
    
    
    4,189,321
    
    
    
    32,775
    
    
    
    3.14Demand deposits
    
    
    989,434
    
    
    
    
    
    
    
    
    
    
    
    1,109,361Non-interest bearing other liabilities
    
    
    50,800
    
    
    
    
    
    
    
    
    
    
    
    51,442Total Liabilities
    
    
    5,630,653
    
    
    
    
    
    
    
    
    
    
    
    5,350,124Stockholders equity
    
    
    573,601
    
    
    
    
    
    
    
    
    
    
    
    555,237Total liabilities and stockholders
equity
    
    $
    6,204,254
    
    
    
    
    
    
    
    
    
    
    $
    5,905,361Net tax equivalent interest income/
net interest spread
    
    
    
    
    
    $
    52,960
    
    
    
    3.00
    %
    
    
    
    
    
    $
    57,003
    
    
    
    3.44
    %Tax equivalent adjustment
    
    
    
    
    
    
    (2,046
    )
    
    
    
    
    
    
    
    
    
    
    (2,035
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    289Net interest income
    
    
    
    
    
    $
    50,914
    
    
    
    
    
    
    
    
    
    
    $
    55,257MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    6.70
    %
    
    
    
    
    
    
    
    
    
    
    6.58
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.98
    
    
    
    
    
    
    
    
    
    
    
    2.41Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.72
    %
    
    
    
    
    
    
    
    
    
    
    4.17
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
     20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Average Balance Sheet  Yield / Rate AnalysisFor the Six Months EndedJune 30, 2007
    
    
    June 30, 2006(in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,664,280
    
    
    
    159,501
    
    
    
    6.84
    
    
    $
    4,544,088
    
    
    
    151,151
    
    
    
    6.65Investments  tax exempt
    
    
    397,410
    
    
    
    11,648
    (1)
    
    
    5.86
    
    
    
    395,796
    
    
    
    11,548
    
    
    
    5.84Investments  taxable
    
    
    616,873
    
    
    
    19,202
    
    
    
    6.23
    
    
    
    585,535
    
    
    
    16,430
    
    
    
    5.61Total interest earning assets
    
    
    5,678,563
    
    
    
    190,351
    
    
    
    6.70
    %
    
    
    5,525,419
    
    
    
    179,129
    
    
    
    6.48
    %Goodwill and core deposit intangibles
    
    
    76,960
    
    
    
    
    
    
    
    
    
    
    
    78,496Other non-interest earning assets
    
    
    431,552
    
    
    
    
    
    
    
    
    
    
    
    361,343Total Assets
    
    $
    6,187,075
    
    
    
    
    
    
    
    
    
    
    $
    5,965,258Deposits:Savings
    
    $
    567,899
    
    
    
    5,971
    
    
    
    2.12
    %
    
    $
    348,125
    
    
    
    836
    
    
    
    0.48
    %NOW
    
    
    776,548
    
    
    
    3,261
    
    
    
    0.85
    
    
    
    762,590
    
    
    
    1,957
    
    
    
    0.52Money market
    
    
    664,039
    
    
    
    8,727
    
    
    
    2.65
    
    
    
    797,576
    
    
    
    7,958
    
    
    
    2.01Certificates of deposit
    
    
    977,674
    
    
    
    22,517
    
    
    
    4.64
    
    
    
    844,093
    
    
    
    15,855
    
    
    
    3.79Total deposits
    
    
    2,986,160
    
    
    
    40,476
    
    
    
    2.73
    
    
    
    2,752,384
    
    
    
    26,606
    
    
    
    1.95Short-term borrowed funds
    
    
    180,478
    
    
    
    4,723
    
    
    
    5.28
    
    
    
    324,292
    
    
    
    7,644
    
    
    
    4.75Advances from FHLB
    
    
    1,374,900
    
    
    
    36,826
    
    
    
    5.40
    
    
    
    1,087,141
    
    
    
    27,146
    
    
    
    5.04Secured borrowings
    
    
    
    
    
    
    
    
    
    
    0.00
    
    
    
    62,301
    
    
    
    2,401
    
    
    
    7.71Long-term debt
    
    
    29,503
    
    
    
    1,265
    
    
    
    8.65
    
    
    
    37,238
    
    
    
    1,664
    
    
    
    9.01Total interest bearing liabilities
    
    
    4,571,041
    
    
    
    83,290
    
    
    
    3.67
    
    
    
    4,263,356
    
    
    
    65,461
    
    
    
    3.10Demand deposits
    
    
    989,490
    
    
    
    
    
    
    
    
    
    
    
    1,087,755Non-interest bearing other liabilities
    
    
    53,495
    
    
    
    
    
    
    
    
    
    
    
    60,831Total Liabilities
    
    
    5,614,026
    
    
    
    
    
    
    
    
    
    
    
    5,411,942Stockholders equity
    
    
    573,049
    
    
    
    
    
    
    
    
    
    
    
    553,316Total liabilities and stockholders
equity
    
    $
    6,187,075
    
    
    
    
    
    
    
    
    
    
    $
    5,965,258Net interest income/net
interest spread
    
    
    
    
    
    $
    107,061
    
    
    
    3.03
    %
    
    
    
    
    
    $
    113,668
    
    
    
    3.39
    %Tax equivalent adjustment
    
    
    
    
    
    
    (4,077
    )
    
    
    
    
    
    
    
    
    
    
    (4,042
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    769Net interest income
    
    
    
    
    
    $
    102,984
    
    
    
    
    
    
    
    
    
    
    $
    110,395MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    6.70
    %
    
    
    
    
    
    
    
    
    
    
    6.48
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.96
    
    
    
    
    
    
    
    
    
    
    
    2.39Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.74
    %
    
    
    
    
    
    
    
    
    
    
    4.09
    %Net interest margin (tax equivalent)
excluding secured borrowings
    
    
    
    
    
    
    
    
    
    
    3.74
    %
    
    
    
    
    
    
    
    
    
    
    4.14
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
  Provision for Loan Losses
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    50,373
    
    
    $
    41,889
    
    
    $
    43,602
    
    
    $
    41,192Loans charged-off
    
    
    (1,797
    )
    
    
    (350
    )
    
    
    (2,924
    )
    
    
    (716
    )Recoveries of loans previously
charged-off
    
    
    1,261
    
    
    
    493
    
    
    
    1,698
    
    
    
    1,393Net (charge-offs) recoveries
    
    
    (536
    )
    
    
    143
    
    
    
    (1,226
    )
    
    
    677Provision for (recovery from) loan losses
    
    
    4,917
    
    
    
    (20
    )
    
    
    12,378
    
    
    
    143Balance, end of period
    
    $
    54,754
    
    
    $
    42,012
    
    
    $
    54,754
    
    
    $
    42,012
      22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  June 30,
    
    
    December 31,2007
    
    
    2006NONPERFORMING ASSETSNon-accrual:Tax certificates
    
    $
    711
    
    
    $
    632Loans
    
    
    21,806
    
    
    
    4,436Total non-accrual
    
    
    22,517
    
    
    
    5,068Repossessed assets:Real estate owned
    
    
    23,886
    
    
    
    21,747Total nonperforming assets, net
    
    $
    46,403
    
    
    $
    26,815AllowancesAllowance for loan losses
    
    $
    54,754
    
    
    $
    43,602Allowance for tax certificate loses
    
    
    3,829
    
    
    
    3,699Total allowances
    
    $
    58,583
    
    
    $
    47,301POTENTIAL PROBLEM LOANSContractually past due 90 days or more
    
    $
    164
    
    
    $
    Performing impaired loans
    
    
    4,596
    
    
    
    163Restructured loans
    
    
    3,588
    
    
    
    TOTAL POTENTIAL PROBLEM LOANS
    
    $
    8,348
    
    
    $
    163
      23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantics Non-Interest Income
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeService charges on deposits
    
    $
    25,808
    
    
    $
    21,274
    
    
    $
    4,534
    
    
    $
    50,403
    
    
    $
    40,373
    
    
    $
    10,030Other service charges and
fees
    
    
    7,524
    
    
    
    7,353
    
    
    
    171
    
    
    
    14,557
    
    
    
    13,575
    
    
    
    982Securities activities, net
    
    
    212
    
    
    
    458
    
    
    
    (246
    )
    
    
    833
    
    
    
    457
    
    
    
    376Other
    
    
    3,140
    
    
    
    5,875
    
    
    
    (2,735
    )
    
    
    5,938
    
    
    
    7,563
    
    
    
    (1,625
    )Non-interest income
    
    $
    36,684
    
    
    $
    34,960
    
    
    $
    1,724
    
    
    $
    71,731
    
    
    $
    61,968
    
    
    $
    9,763
     24




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantics Non-Interest Expense
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeEmployee compensation
and benefits
    
    $
    36,628
    
    
    $
    36,529
    
    
    $
    99
    
    
    $
    77,292
    
    
    $
    70,878
    
    
    $
    6,414Occupancy and equipment
    
    
    15,923
    
    
    
    13,424
    
    
    
    2,499
    
    
    
    31,865
    
    
    
    26,034
    
    
    
    5,831Advertising and promotion
    
    
    4,079
    
    
    
    7,205
    
    
    
    (3,126
    )
    
    
    9,867
    
    
    
    15,729
    
    
    
    (5,862
    )Professional fees
    
    
    1,233
    
    
    
    2,109
    
    
    
    (876
    )
    
    
    2,853
    
    
    
    4,320
    
    
    
    (1,467
    )Check losses
    
    
    2,731
    
    
    
    1,875
    
    
    
    856
    
    
    
    4,588
    
    
    
    3,121
    
    
    
    1,467Supplies and postage
    
    
    1,629
    
    
    
    1,728
    
    
    
    (99
    )
    
    
    3,479
    
    
    
    3,382
    
    
    
    97Telecommunication
    
    
    1,548
    
    
    
    1,155
    
    
    
    393
    
    
    
    2,927
    
    
    
    2,306
    
    
    
    621One-time termination
benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,553
    
    
    
    
    
    
    
    2,553Impairment of real estate
held for development and sale
    
    
    1,056
    
    
    
    
    
    
    
    1056
    
    
    
    1,056
    
    
    
    
    
    
    
    1,056Other
    
    
    6,695
    
    
    
    8,236
    
    
    
    (1,541
    )
    
    
    13,812
    
    
    
    14,290
    
    
    
    (478
    )Non-interest expense
    
    $
    71,522
    
    
    $
    72,261
    
    
    $
    (739
    )
    
    $
    150,292
    
    
    $
    140,060
    
    
    $
    10,232
         25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    BankAtlantics Provision for Income Taxes
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeIncome before income taxes
    
    $
    11,159
    
    
    $
    17,976
    
    
    $
    (6,817
    )
    
    $
    12,045
    
    
    $
    32,159
    
    
    $
    (20,114
    )Provision for income taxes
    
    
    754
    
    
    
    5,272
    
    
    
    (4,518
    )
    
    
    1,001
    
    
    
    9,293
    
    
    
    (8,292
    )BankAtlantic net income
    
    $
    10,405
    
    
    $
    12,704
    
    
    $
    (2,299
    )
    
    $
    11,044
    
    
    $
    22,866
    
    
    $
    (11,822
    )Effective tax rate
    
    
    6.76
    %
    
    
    29.33
    %
    
    
    -22.57
    %
    
    
    8.31
    %
    
    
    28.90
    %
    
    
    -20.59
    %
  Parent Company Results of Operations
 For the Three Months
    
    
    For the Six Months(in thousands)
    
    Ended June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeNet interest income (expense)
    
    $
    (4,861
    )
    
    $
    (4,798
    )
    
    $
    (63
    )
    
    $
    (9,785
    )
    
    $
    (9,416
    )
    
    $
    (369
    )Non-interest income
    
    
    9,043
    
    
    
    2,673
    
    
    
    6,370
    
    
    
    10,959
    
    
    
    6,036
    
    
    
    4,923Non-interest expense
    
    
    1,898
    
    
    
    1,840
    
    
    
    58
    
    
    
    2,832
    
    
    
    3,800
    
    
    
    (968
    )Income (loss) before income taxes
    
    
    2,284
    
    
    
    (3,965
    )
    
    
    6,249
    
    
    
    (1,658
    )
    
    
    (7,180
    )
    
    
    5,522Income tax expense (benefit)
    
    
    961
    
    
    
    (1,702
    )
    
    
    2,663
    
    
    
    (138
    )
    
    
    (2,776
    )
    
    
    2,638Parent company (loss)
    
    $
    1,323
    
    
    $
    (2,263
    )
    
    $
    3,586
    
    
    $
    (1,520
    )
    
    $
    (4,404
    )
    
    $
    2,884
  26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents resulting from the Parent Companys issuance of
$25 million of junior subordinated debentures and temporarily investing the funds in
short term investments;
    
    Increase in securities available for sale reflecting Stifel common stock received
upon the sale of Ryan Beck and the purchase of agency securities partially offset by the
sale of Parent Company equity investment securities to fund the Companys Class A
common stock repurchase program;
    
    Increase in investment securities at cost reflecting Stifel equity securities
received upon the sale of Ryan Beck which are subject to contractual restrictions
limiting sales;
    
    Increase in tax certificate balances primarily due to purchases of Florida tax certificates;
    
    Lower investment in FHLB stock related to repayments of FHLB advances;
    
    Increase in loan receivable balances associated with higher purchased residential,
small business and home equity loan balances partially offset by lower commercial real
estate loan balances;
    
    Increase in office properties and equipment associated with BankAtlantics store
expansion initiatives;
    
    Increase in deferred tax assets primarily resulting from the increase in the
allowance for loan losses; and
    
    Decrease in discontinued operations assets held for sale reflecting the sale of Ryan
Beck to Stifel.
  
    
    Lower non-interest-bearing deposit balances reflecting the migration of deposits to
higher yielding products as a result of a competitive interest rate environment;
    
    Higher interest-bearing deposit balances primarily associated with increased high
yield savings and certificates of deposit balances primarily reflecting transfers of
customer deposit balances to higher yielding products;
    
    Decrease in FHLB advances and short term borrowings due to deposit growth;
    
    Increase in subordinated debentures and bonds payable primarily associated with the
Parent Companys issuance of $25 million of junior subordinated debentures; and
    
    Decrease in discontinued operations liabilities held for sale reflecting the sale of
Ryan Beck to Stifel.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
  27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
     BankAtlantic Liquidity and Capital Resources
      28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt June 30, 2007:Total risk-based capital
    
    $
    536,918
    
    
    
    12.34
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    462,185
    
    
    
    10.62
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    462,185
    
    
    
    7.48
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    462,185
    
    
    
    7.48
    %
    
    
    4.00
    %
    
    
    5.00
    %At December 31, 2006:Total risk-based capital
    
    $
    529,497
    
    
    
    12.08
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    460,359
    
    
    
    10.50
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    460,359
    
    
    
    7.55
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    460,359
    
    
    
    7.55
    %
    
    
    4.00
    %
    
    
    5.00
    %
  Off Balance Sheet Arrangements  Contractual Obligations as of June 30, 2007
 (in thousands)
    
    Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    1,000,278
    
    
    $
    855,109
    
    
    $
    111,093
    
    
    $
    33,964
    
    
    $
    112Long-term debt
    
    
    318,437
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    318,437Advances from FHLB (1)
    
    
    1,397,051
    
    
    
    1,365,051
    
    
    
    
    
    
    
    32,000
    
    
    
    Operating lease obligations
    
    
    147,515
    
    
    
    9,616
    
    
    
    21,219
    
    
    
    17,319
    
    
    
    99,361Pension obligation
    
    
    14,336
    
    
    
    938
    
    
    
    2,220
    
    
    
    2,848
    
    
    
    8,330Other obligations
    
    
    33,694
    
    
    
    12,494
    
    
    
    8,400
    
    
    
    6,400
    
    
    
    6,400Total contractual cash
obligations
    
    $
    2,911,311
    
    
    $
    2,243,208
    
    
    $
    142,932
    
    
    $
    92,531
    
    
    $
    432,640
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 
 29




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  30




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 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
    
    
    per share
    
    
    or Programs (1)
    
    
    ProgramsApril 1, 2007
through
April 30, 2007
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    May 1, 2007 through
May 31, 2007
    
    
    1,023,900
    
    
    
    9.75
    
    
    
    1,023,900
    
    
    
    3,091,626June 1, 2007 through
June 30, 2007
    
    
    1,021,600
    
    
    
    9.08
    
    
    
    1,021,600
    
    
    
    2,070,026Total
    
    
    2,045,500
    
    
    $
    9.41
    
    
    
    2,045,500
    
    
    
    2,070,026
 
 (1)
    
    On May 2, 2006, the Companys 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. 
 Item 4. Submission of Matters to a Vote of Security Holders
  Director
    
    For
    
    
    WithheldSteven M. Coldren
    
    
    99,394,733
    
    
    
    2,239,812Mary E. Ginestra
    
    
    99,507,647
    
    
    
    2,126,898Willis N. Holcombe
    
    
    100,623,504
    
    
    
    1,011,041Jarett S. Levan
    
    
    98,952,690
    
    
    
    2,681,855
 
 Item 6. Exhibits
 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
    
    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
 31




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.August 9, 2007
    By:
    /s/ Alan B. LevanDate
    
    Alan B. LevanChief Executive Officer/
Chairman of the Board August 9, 2007
    By:
    /s/ Valerie C. ToalsonDate
    
    Valerie C. ToalsonExecutive Vice President,
Chief Financial Officer 32