##### Table of Contents



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 June 30, 2005
 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
    
    65-0507804(State or other jurisdiction of
incorporation or organization)
    
    (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
  þ o
  þ o
  Outstanding atTitle of Each Class
    
    August 2, 2005Class A Common Stock, par value $0.01 per share
    
    
    55,772,349Class 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
    
    
    1-21Consolidated Statements of Financial Condition  June 30, 2005
and 2004 and December 31, 2004   Unaudited
    
    
    4Consolidated Statements of Operations  For the Three and Six Months
Ended June 30, 2005 and 2004 - Unaudited
    
    
    5-6Consolidated Statements of Stockholders Equity and Comprehensive Income 
For the Six Months Ended June 30, 2005 and 2004 - Unaudited
    
    
    7Consolidated Statements of Cash Flows  For the Six Months Ended
June 30, 2005 and 2004 - Unaudited
    
    
    8-9Notes to Consolidated Financial Statements  Unaudited
    
    
    10-21Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22-36Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    37-40Item 4. Controls and Procedures
    
    
    41Part II. OTHER INFORMATIONItem 4. Submission of Matters to a Vote of Security Holders
    
    
    42Item 6. Exhibits
    
    
    42Signatures
    
    
    43Section 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
 June 30,
    
    December 31,
    
    June 30,(in thousands, except share data)
    
    2005
    
    2004
    
    2004ASSETSCash and due from depository institutions
    
    $
    159,173
    
    
    $
    118,967
    
    
    $
    132,927Federal funds sold and other short-term investments
    
    
    5,783
    
    
    
    16,093
    
    
    
    399Securities owned (at fair value)
    
    
    109,095
    
    
    
    125,443
    
    
    
    120,953Securities available for sale (at fair value)
    
    
    749,188
    
    
    
    747,160
    
    
    
    694,554Investment securities and tax certificates (approximate fair value:
$403,951, $306,963 and $194,046)
    
    
    402,430
    
    
    
    307,438
    
    
    
    194,046Federal Home Loan Bank stock, at cost which approximates
fair value
    
    
    88,362
    
    
    
    78,619
    
    
    
    44,154Loans receivable, net of allowance for loan losses of
$43,650, $46,010 and $46,737
    
    
    4,803,529
    
    
    
    4,599,048
    
    
    
    3,899,099Accrued interest receivable
    
    
    41,270
    
    
    
    35,982
    
    
    
    27,864Real estate held for development and sale
    
    
    23,982
    
    
    
    27,692
    
    
    
    25,077Investments in unconsolidated subsidiaries
    
    
    7,910
    
    
    
    7,910
    
    
    
    7,910Office properties and equipment, net
    
    
    135,012
    
    
    
    129,790
    
    
    
    106,105Deferred tax asset, net
    
    
    22,636
    
    
    
    20,269
    
    
    
    22,288Goodwill
    
    
    76,674
    
    
    
    76,674
    
    
    
    76,674Core deposit intangible asset
    
    
    9,197
    
    
    
    10,270
    
    
    
    11,121Due from clearing agent
    
    
    22,091
    
    
    
    16,619
    
    
    
    16,048Other assets
    
    
    61,344
    
    
    
    38,803
    
    
    
    49,159Total assets
    
    $
    6,717,676
    
    
    $
    6,356,777
    
    
    $
    5,428,378LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsDemand
    
    $
    1,039,611
    
    
    $
    890,398
    
    
    $
    787,819NOW
    
    
    660,633
    
    
    
    658,137
    
    
    
    584,658Savings
    
    
    302,677
    
    
    
    270,001
    
    
    
    251,218Money market
    
    
    899,364
    
    
    
    875,422
    
    
    
    906,865Certificates of deposits
    
    
    789,533
    
    
    
    763,244
    
    
    
    719,545Total deposits
    
    
    3,691,818
    
    
    
    3,457,202
    
    
    
    3,250,105Advances from FHLB
    
    
    1,695,265
    
    
    
    1,544,497
    
    
    
    883,727Securities sold under agreements to repurchase
    
    
    246,360
    
    
    
    296,643
    
    
    
    374,824Federal funds purchased
    
    
    109,500
    
    
    
    105,000
    
    
    
    20,000Subordinated debentures, notes and bonds payable
    
    
    35,232
    
    
    
    37,741
    
    
    
    36,395Junior subordinated debentures
    
    
    263,266
    
    
    
    263,266
    
    
    
    263,266Securities sold but not yet purchased
    
    
    28,184
    
    
    
    39,462
    
    
    
    51,321Other liabilities
    
    
    137,657
    
    
    
    143,701
    
    
    
    108,406Total liabilities
    
    
    6,207,282
    
    
    
    5,887,512
    
    
    
    4,988,044Stockholders 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 55,766,653,
55,214,225 and 54,903,283 shares
    
    
    558
    
    
    
    552
    
    
    
    549Class 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
    
    
    260,829
    
    
    
    259,702
    
    
    
    258,258Unearned compensation  restricted stock grants
    
    
    (916
    )
    
    
    (1,001
    )
    
    
    (1,090
    )Retained earnings
    
    
    251,129
    
    
    
    210,955
    
    
    
    183,170Total stockholders equity before accumulated
other comprehensive (loss)
    
    
    511,649
    
    
    
    470,257
    
    
    
    440,936Accumulated other comprehensive (loss)
    
    
    (1,255
    )
    
    
    (992
    )
    
    
    (602
    )Total stockholders equity
    
    
    510,394
    
    
    
    469,265
    
    
    
    440,334Total liabilities and stockholders equity
    
    $
    6,717,676
    
    
    $
    6,356,777
    
    
    $
    5,428,378
  4




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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 (in thousands, except share and per share data)
    
    For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Interest income:Interest and fees on loans
    
    $
    71,099
    
    
    $
    48,034
    
    
    $
    137,454
    
    
    $
    96,970Interest and dividends on securities available for sale
    
    
    5,258
    
    
    
    4,584
    
    
    
    10,553
    
    
    
    8,204Interest on tax exempt securities
    
    
    3,769
    
    
    
    610
    
    
    
    6,994
    
    
    
    643Interest on other investment securities
    
    
    4,443
    
    
    
    4,013
    
    
    
    8,807
    
    
    
    8,257Broker dealer interest
    
    
    3,489
    
    
    
    2,866
    
    
    
    6,436
    
    
    
    5,662Total interest income
    
    
    88,058
    
    
    
    60,107
    
    
    
    170,244
    
    
    
    119,736Interest expense:Interest on deposits
    
    
    9,534
    
    
    
    6,788
    
    
    
    17,829
    
    
    
    13,761Interest on advances from FHLB
    
    
    15,604
    
    
    
    7,769
    
    
    
    29,278
    
    
    
    16,867Interest on securities sold under agreements to
repurchase and federal funds purchased
    
    
    2,646
    
    
    
    632
    
    
    
    4,745
    
    
    
    882Interest on subordinated debentures, notes and
bonds payable, and junior subordinated debentures
    
    
    6,316
    
    
    
    4,912
    
    
    
    11,988
    
    
    
    9,739Capitalized interest on real estate development
    
    
    (437
    )
    
    
    (346
    )
    
    
    (889
    )
    
    
    (653
    )Total interest expense
    
    
    33,663
    
    
    
    19,755
    
    
    
    62,951
    
    
    
    40,596Net interest income
    
    
    54,395
    
    
    
    40,352
    
    
    
    107,293
    
    
    
    79,140Provision for (recovery from) loan losses
    
    
    820
    
    
    
    (1,963
    )
    
    
    (3,096
    )
    
    
    (2,822
    )Net interest income after provision (recovery)
from loan losses
    
    
    53,575
    
    
    
    42,315
    
    
    
    110,389
    
    
    
    81,962Non-interest income:Broker/dealer revenue
    
    
    83,915
    
    
    
    63,008
    
    
    
    138,601
    
    
    
    126,073Service charges on deposits
    
    
    14,744
    
    
    
    13,028
    
    
    
    27,733
    
    
    
    24,305Other service charges and fees
    
    
    5,849
    
    
    
    6,431
    
    
    
    11,087
    
    
    
    11,068Income from real estate operations
    
    
    1,655
    
    
    
    683
    
    
    
    3,896
    
    
    
    988Equity earnings of unconsolidated subsidiaries
    
    
    137
    
    
    
    118
    
    
    
    268
    
    
    
    236Securities activities, net
    
    
    90
    
    
    
    3
    
    
    
    192
    
    
    
    75Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,840Other
    
    
    2,813
    
    
    
    2,074
    
    
    
    6,096
    
    
    
    4,125Total non-interest income
    
    
    109,203
    
    
    
    85,345
    
    
    
    187,873
    
    
    
    189,710Non-interest expense:Employee compensation and benefits
    
    
    78,391
    
    
    
    63,538
    
    
    
    144,186
    
    
    
    130,718Occupancy and equipment
    
    
    13,953
    
    
    
    11,236
    
    
    
    27,190
    
    
    
    21,611Impairment of office properties and equipment
    
    
    3,706
    
    
    
    
    
    
    
    3,706
    
    
    
    Advertising and promotion
    
    
    8,069
    
    
    
    5,630
    
    
    
    14,367
    
    
    
    10,324Cost associated with debt redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,741Professional fees
    
    
    4,316
    
    
    
    2,997
    
    
    
    8,397
    
    
    
    6,226Communications
    
    
    3,508
    
    
    
    2,916
    
    
    
    6,713
    
    
    
    6,044Floor broker and clearing fees
    
    
    2,012
    
    
    
    2,438
    
    
    
    4,380
    
    
    
    5,240Other
    
    
    10,188
    
    
    
    9,147
    
    
    
    19,989
    
    
    
    18,012Total non-interest expense
    
    
    124,143
    
    
    
    97,902
    
    
    
    228,928
    
    
    
    209,916Income before income taxes
    
    
    38,635
    
    
    
    29,758
    
    
    
    69,334
    
    
    
    61,756Provision for income taxes
    
    
    14,098
    
    
    
    11,498
    
    
    
    24,919
    
    
    
    22,972Net income
    
    $
    24,537
    
    
    $
    18,260
    
    
    $
    44,415
    
    
    $
    38,784
  5




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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Earnings per shareBasic earnings per share
    
    $
    0.41
    
    
    $
    0.31
    
    
    $
    0.74
    
    
    $
    0.65Diluted earnings per share
    
    $
    0.38
    
    
    $
    0.29
    
    
    $
    0.69
    
    
    $
    0.61Basic weighted average number
of common shares outstanding
    
    
    60,452,710
    
    
    
    59,343,940
    
    
    
    60,263,210
    
    
    
    59,300,605Diluted weighted average number
of common and common
equivalent shares outstanding
    
    
    63,161,289
    
    
    
    62,807,683
    
    
    
    63,175,886
    
    
    
    62,979,163Cash dividends per shareCash dividends per Class A share
    
    $
    0.035
    
    
    $
    0.033
    
    
    $
    0.070
    
    
    $
    0.066Cash dividends per Class B share
    
    $
    0.035
    
    
    $
    0.033
    
    
    $
    0.070
    
    
    $
    0.066
  6




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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, 2004 AND 2005  UNAUDITED
 Accumul-Unearned
    
    atedCompen-
    
    OtherCompre-
    
    
    
    
    
    Addi-
    
    
    
    
    
    sation
    
    Compre-hensive
    
    
    
    
    
    tional
    
    
    
    
    
    Restricted
    
    hensiveIncome
    
    Common
    
    Paid-in
    
    Retained
    
    Stock
    
    Income(in thousands)
    
    (Loss)
    
    Stock
    
    Capital
    
    Earnings
    
    Grants
    
    (Loss)
    
    TotalBALANCE, DECEMBER 31, 2003
    
    
    
    
    
    $
    593
    
    
    $
    259,770
    
    
    $
    148,311
    
    
    $
    (1,178
    )
    
    $
    5,956
    
    
    $
    413,452Net income
    
    $
    38,784
    
    
    
    
    
    
    
    
    
    
    
    38,784
    
    
    
    
    
    
    
    
    
    
    
    38,784Other comprehensive income (loss), net of tax:Unrealized losses on securities available for sale
(less income tax benefit of $3.7 million)
    
    
    (6,510
    )Reclassification adjustment for net gain
included in net income
    
    
    (48
    )Other comprehensive income (loss)
    
    
    (6,558
    )Comprehensive income
    
    $
    32,226Dividends on Class A Common Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,603
    )
    
    
    
    
    
    
    
    
    
    
    (3,603
    )Dividends on Class B Common Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (322
    )
    
    
    
    
    
    
    
    
    
    
    (322
    )Issuance of Class A common stock
    
    
    
    
    
    
    11
    
    
    
    2,592
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,603Tax effect relating to share-based
compensation
    
    
    
    
    
    
    
    
    
    
    4,585
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,585Retirement of Class A Common Stock relating
to exercise of stock options
    
    
    
    
    
    
    (2
    )
    
    
    (2,635
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,637
    )Retirement of Class A Common Stock
    
    
    
    
    
    
    (4
    )
    
    
    (6,054
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,058
    )Amortization of unearned compensation -
restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88
    
    
    
    
    
    
    
    88Net change in accumulated other comprehensive
income, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,558
    )
    
    
    (6,558
    )BALANCE, JUNE 30, 2004
    
    
    
    
    
    $
    598
    
    
    $
    258,258
    
    
    $
    183,170
    
    
    $
    (1,090
    )
    
    $
    (602
    )
    
    $
    440,334BALANCE, DECEMBER 31, 2004
    
    
    
    
    
    $
    601
    
    
    $
    259,702
    
    
    $
    210,955
    
    
    $
    (1,001
    )
    
    $
    (992
    )
    
    $
    469,265Net income
    
    $
    44,415
    
    
    
    
    
    
    
    
    
    
    
    44,415
    
    
    
    
    
    
    
    
    
    
    
    44,415Other comprehensive income (loss), net of tax:Unrealized losses on securities available for sale
(less income tax benefit of $159)
    
    
    (140
    )Reclassification adjustment for net gain
included in net income (less income tax
expense of $69)
    
    
    (123
    )Other comprehensive income (loss)
    
    
    (263
    )Comprehensive income
    
    $
    44,152Dividends on Class A Common Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,899
    )
    
    
    
    
    
    
    
    
    
    
    (3,899
    )Dividends on Class B Common Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (342
    )
    
    
    
    
    
    
    
    
    
    
    (342
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    9
    
    
    
    1,929
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,938Tax effect relating to share-based
compensation
    
    
    
    
    
    
    
    
    
    
    4,190
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,190Retirement of Class A Common Stock relating to
exercise of stock options
    
    
    
    
    
    
    (3
    )
    
    
    (4,645
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,648
    )Amortization of unearned compensation -
restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    
    
    
    
    85Retirement of Ryan Beck common stock
    
    
    
    
    
    
    
    
    
    
    (347
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (347
    )Net change in accumulated other comprehensive
loss, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (263
    )
    
    
    (263
    )BALANCE, JUNE 30, 2005
    
    
    
    
    
    $
    607
    
    
    $
    260,829
    
    
    $
    251,129
    
    
    $
    (916
    )
    
    $
    (1,255
    )
    
    $
    510,394
  7




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Six Months(in thousands)
    
    Ended June 30,2005
    
    2004Operating activities:Net income
    
    $
    44,415
    
    
    $
    38,784Adjustments to reconcile net income to net cash provided
in operating activities:Recovery from credit losses, net *
    
    
    (3,046
    )
    
    
    (2,222
    )Depreciation, amortization and accretion, net
    
    
    8,829
    
    
    
    8,071Amortization of intangible assets
    
    
    825
    
    
    
    864Securities activities, net
    
    
    (192
    )
    
    
    (75
    )Gains on sale of real estate owned
    
    
    (882
    )
    
    
    (207
    )Gains on sales of loans
    
    
    (226
    )
    
    
    (245
    )Gains on sales of property and equipment
    
    
    (293
    )
    
    
    Gain on sale of branch
    
    
    (922
    )
    
    
    Equity earnings of unconsolidated subsidiaries
    
    
    (268
    )
    
    
    (236
    )Litigation settlement
    
    
    
    
    
    
    (22,840
    )Cost associated with debt redemption
    
    
    
    
    
    
    11,741Impairment of office properties and equipment
    
    
    3,706
    
    
    
    Issuance of forgivable notes receivable
    
    
    (2,675
    )
    
    
    (3,199
    )Originations and repayments of loans held for sale, net
    
    
    (66,042
    )
    
    
    (62,230
    )Proceeds from sales of loans held for sale
    
    
    63,130
    
    
    
    70,057Decrease (increase) in real estate inventory
    
    
    3,710
    
    
    
    (3,274
    )Decrease in securities owned activities, net
    
    
    16,348
    
    
    
    3,612Increase (decrease) in securities sold but not yet purchased
    
    
    (11,278
    )
    
    
    13,508(Increase) decrease in deferred tax asset, net
    
    
    (2,208
    )
    
    
    4,402(Increase) decrease in accrued interest receivable
    
    
    (5,288
    )
    
    
    2Increase in other assets
    
    
    (22,238
    )
    
    
    (8,609
    )Increase in due from clearing agent
    
    
    (5,472
    )
    
    
    (24,631
    )Increase (decrease) in other liabilities
    
    
    (1,683
    )
    
    
    3,703Net cash provided by operating activities
    
    
    18,250
    
    
    
    26,976Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    96,204
    
    
    
    105,809Purchase of investment securities and tax certificates
    
    
    (191,661
    )
    
    
    (107,749
    )Purchases of securities available for sale
    
    
    (177,631
    )
    
    
    (424,523
    )Proceeds from sales and maturities of securities available for sale
    
    
    175,839
    
    
    
    111,344Purchases of FHLB stock, net
    
    
    (9,743
    )
    
    
    (3,829
    )Repayments from unconsolidated subsidiaries
    
    
    268
    
    
    
    5,236Net purchases and originations of loans
    
    
    (201,242
    )
    
    
    (217,796
    )Proceeds from sales of real estate owned
    
    
    2,189
    
    
    
    2,146Proceeds from the sale of property and equipment
    
    
    664
    
    
    
    Additions to office property and equipment
    
    
    (17,068
    )
    
    
    (17,832
    )Net cash outflows from the sale of branch
    
    
    (13,605
    )
    
    
    Net cash used in investing activities
    
    
    (335,786
    )
    
    
    (547,194
    )Financing activities:Net increase in deposits
    
    
    252,332
    
    
    
    191,963Repayments of FHLB advances
    
    
    (689,166
    )
    
    
    (210,157
    )Proceeds from FHLB advances
    
    
    840,000
    
    
    
    300,000Net increase (decrease) in securities sold under agreements to repurchase
    
    
    (50,283
    )
    
    
    236,015Net increase in federal funds purchased
    
    
    4,500
    
    
    
    20,000Repayment of notes and bonds payable
    
    
    (2,509
    )
    
    
    (1,283
    )Proceeds from notes and bonds payable
    
    
    
    
    
    
    1,083Proceeds from issuance of Class A common stock
    
    
    809
    
    
    
    1,777Payment of the minimum withholding tax upon exercise of stock options
    
    
    (3,519
    )
    
    
    (1,811
    )Purchase of subsidiary common stock
    
    
    (491
    )
    
    
    Common stock dividends paid
    
    
    (4,241
    )
    
    
    (3,925
    )Net cash provided by financing activities
    
    
    347,432
    
    
    
    533,662Increase in cash and cash equivalents
    
    
    29,896
    
    
    
    13,444Cash and cash equivalents at beginning of period
    
    
    135,060
    
    
    
    119,882Cash and cash equivalents at end of period
    
    $
    164,956
    
    
    $
    133,326
  8




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Six Months(in thousands)
    
    Ended June 30,2005
    
    2004Cash paid forInterest on borrowings and deposits
    
    $
    61,394
    
    
    $
    41,975Income taxes
    
    
    8,496
    
    
    
    24,483Supplementary disclosure of non-cash investing and financing activities:Loans transferred to real estate owned
    
    
    1,793
    
    
    
    838Net loan recoveries
    
    
    736
    
    
    
    3,964Tax certificate (charge-offs) recoveries, net
    
    
    (50
    )
    
    
    (100
    )Decrease in current income taxes payable from the tax effect
associated with the exercise of employee stock options
    
    
    4,190
    
    
    
    4,585Change in accumulated other comprehensive income
    
    
    (263
    )
    
    
    (6,558
    )Change in deferred taxes on other comprehensive income
    
    
    (159
    )
    
    
    (3,690
    )Securities purchased pending settlement
    
    
    3,557
    
    
    
    16,604Issuance and retirement of Class A common stock accepted as
consideration for the exercise price of stock options
    
    
    1,129
    
    
    
    826Reduction in stockholders equity from the retirement of Class A
common stock obtained from litigation settlement
    
    
    
    
    
    
    6,058
 
 *
    
    Recovery from credit losses represents provision for (recoveries from) loan losses, REO and tax certificates.  9




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 1. Presentation of Interim Financial Statements
     10




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 2. Stock Based Compensation
   For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands, except share data)
    
    2005
    
    2004
    
    2005
    
    2004Pro forma net incomeNet income, as reported
    
    $
    24,537
    
    
    $
    18,260
    
    
    $
    44,415
    
    
    $
    38,784Add: Stock-based employee compensation
expense included in reported net
income,
net of related income tax effects
    
    
    41
    
    
    
    44
    
    
    
    85
    
    
    
    88Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related income tax effects
    
    
    (505
    )
    
    
    (323
    )
    
    
    (1,021
    )
    
    
    (758
    )Pro forma net income
    
    $
    24,073
    
    
    $
    17,981
    
    
    $
    43,479
    
    
    $
    38,114Earnings per share:Basic as reported
    
    $
    0.41
    
    
    $
    0.31
    
    
    
    0.74
    
    
    
    0.65Basic pro forma
    
    $
    0.40
    
    
    $
    0.30
    
    
    
    0.72
    
    
    
    0.64Diluted as reported
    
    $
    0.38
    
    
    $
    0.29
    
    
    
    0.69
    
    
    
    0.61Diluted pro forma
    
    $
    0.37
    
    
    $
    0.28
    
    
    
    0.68
    
    
    
    0.60
   3. Litigation Settlement
 11




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##### Table of Contents



BankAtlantic Bancorp, Inc.
  4. Impairment of Office Properties and Equipment
  5. Advances from the Federal Home Loan Bank
   6. Defined Benefit Pension Plan
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Service cost benefits earned during the period
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest cost on projected benefit obligation
    
    
    388
    
    
    
    383
    
    
    
    776
    
    
    
    766Expected return on plan assets
    
    
    (525
    )
    
    
    (500
    )
    
    
    (1,050
    )
    
    
    (1,000
    )Amortization of unrecognized net gains and
losses
    
    
    168
    
    
    
    111
    
    
    
    336
    
    
    
    221Net periodic pension expense (benefit)
    
    $
    31
    
    
    $
    (6
    )
    
    $
    62
    
    
    $
    (13
    )
  12




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 7. Securities Owned
   June 30,
    
    December 31,
    
    June 30,2005
    
    2004
    
    2004States and municipalities
    
    $
    23,979
    
    
    $
    10,824
    
    
    $
    16,697Corporate bonds
    
    
    6,817
    
    
    
    10,093
    
    
    
    10,757U.S. Government and agencies
    
    
    29,402
    
    
    
    57,659
    
    
    
    48,852Corporate equities
    
    
    20,572
    
    
    
    18,042
    
    
    
    16,670Deferred compensation assets
    
    
    26,305
    
    
    
    27,898
    
    
    
    27,055Certificates of deposits
    
    
    2,020
    
    
    
    927
    
    
    
    922$
    109,095
    
    
    $
    125,443
    
    
    $
    120,953
   June 30,
    
    December 31,
    
    June 30,2005
    
    2004
    
    2004Corporate equities
    
    $
    9,807
    
    
    $
    3,498
    
    
    $
    6,171Corporate bonds
    
    
    3,881
    
    
    
    9,958
    
    
    
    5,049States and municipalities
    
    
    67
    
    
    
    269
    
    
    
    87U.S. Government and agencies
    
    
    14,287
    
    
    
    25,384
    
    
    
    39,967Certificates of deposits
    
    
    142
    
    
    
    353
    
    
    
    47$
    28,184
    
    
    $
    39,462
    
    
    $
    51,321
  13




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 8. Loans Receivable
  June 30,
    
    December 31,
    
    June 30,2005
    
    2004
    
    2004Real estate loans:Residential
    
    $
    2,295,326
    
    
    $
    2,065,658
    
    
    $
    1,506,875Construction and development
    
    
    1,453,045
    
    
    
    1,454,048
    
    
    
    1,550,715Commercial
    
    
    1,015,842
    
    
    
    1,075,391
    
    
    
    861,472Small business
    
    
    139,233
    
    
    
    123,740
    
    
    
    117,647Loans to Levitt Corporation
    
    
    4,746
    
    
    
    8,621
    
    
    
    14,939Other loans:Home equity
    
    
    494,904
    
    
    
    457,058
    
    
    
    395,260Commercial business
    
    
    84,497
    
    
    
    91,505
    
    
    
    104,649Small business  non-mortgage
    
    
    72,543
    
    
    
    66,679
    
    
    
    60,822Loans to Levitt Corporation
    
    
    
    
    
    
    38,000
    
    
    
    38,000Consumer loans
    
    
    13,743
    
    
    
    14,540
    
    
    
    15,790Deposit overdrafts
    
    
    5,434
    
    
    
    3,894
    
    
    
    5,464Residential loans held for sale
    
    
    7,785
    
    
    
    4,646
    
    
    
    3,786Discontinued loans products (1)
    
    
    5,266
    
    
    
    8,285
    
    
    
    19,563Total gross loans
    
    
    5,592,364
    
    
    
    5,412,065
    
    
    
    4,694,982Adjustments:Undisbursed portion of loans in
process
    
    
    (747,750
    )
    
    
    (767,804
    )
    
    
    (747,850
    )Premiums related to purchased loans
    
    
    6,633
    
    
    
    6,609
    
    
    
    4,603Deferred fees
    
    
    (4,068
    )
    
    
    (5,812
    )
    
    
    (5,899
    )Allowance for loan losses
    
    
    (43,650
    )
    
    
    (46,010
    )
    
    
    (46,737
    )Loans receivable  net
    
    $
    4,803,529
    
    
    $
    4,599,048
    
    
    $
    3,899,099
 
 (1)
    
    Discontinued loan products consist of non-mortgage syndication loans, lease
financings, indirect consumer loans and certain small business loans originated
before 2002. These loan products were discontinued during prior periods.  14




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 9. Real Estate Held for Development and Sale
  June 30,
    
    December 31,
    
    June 30,2005
    
    2004
    
    2004Land and land development costs
    
    $
    10,805
    
    
    $
    10,662
    
    
    $
    9,673Construction costs
    
    
    8,194
    
    
    
    12,163
    
    
    
    10,008Other costs
    
    
    2,515
    
    
    
    2,399
    
    
    
    2,377Branch banking facilities
    
    
    2,468
    
    
    
    2,468
    
    
    
    3,019Total
    
    $
    23,982
    
    
    $
    27,692
    
    
    $
    25,077
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Sales of real estate
    
    $
    5,773
    
    
    $
    3,669
    
    
    $
    14,801
    
    
    $
    4,426Cost of sales on real estate
    
    
    4,118
    
    
    
    2,986
    
    
    
    10,905
    
    
    
    3,438Income from real estate
operations
    
    $
    1,655
    
    
    $
    683
    
    
    $
    3,896
    
    
    $
    988
 10. Related Parties
    For the Three Months Ended June 30,BFC
    
    Levitt
    
    Total2005Service Fees
    
    $
    74
    
    
    $
    167
    
    
    $
    241Rent
    
    
    22
    
    
    
    6
    
    
    
    28Total
    
    $
    96
    
    
    
    173
    
    
    $
    2692004Service Fees
    
    $
    10
    
    
    $
    75
    
    
    $
    85Rent
    
    
    11
    
    
    
    20
    
    
    
    31Total
    
    $
    21
    
    
    $
    95
    
    
    $
    116
 15




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##### Table of Contents



BankAtlantic Bancorp, Inc.
  For the Six Months Ended June 30,BFC
    
    Levitt
    
    Total2005Service Fees
    
    $
    132
    
    
    $
    280
    
    
    $
    412Rent
    
    
    44
    
    
    
    12
    
    
    
    56Total
    
    $
    176
    
    
    $
    292
    
    
    $
    4682004Service Fees
    
    $
    20
    
    
    $
    150
    
    
    $
    170Rent
    
    
    22
    
    
    
    40
    
    
    
    62Total
    
    $
    42
    
    
    $
    190
    
    
    $
    232
    11. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Community Banking, Commercial Lending, and Bank Investments.Ryan Beck
    
    Private Client Group, Investment Banking and Capital Markets.Parent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions and financing activities.
  16




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##### Table of Contents



BankAtlantic Bancorp, Inc.
  Adjusting andParent
    
    Elimination
    
    SegmentBankAtlantic
    
    Ryan Beck
    
    Company
    
    Entries
    
    Total2005Interest and dividend income
    
    $
    83,991
    
    
    $
    3,489
    
    
    $
    613
    
    
    $
    (35
    )
    
    $
    88,058Interest expense
    
    
    (27,960
    )
    
    
    (968
    )
    
    
    (4,770
    )
    
    
    35
    
    
    
    (33,663
    )Provision for loan losses
    
    
    (820
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (820
    )Non-interest income
    
    
    24,965
    
    
    
    83,915
    
    
    
    342
    
    
    
    (19
    )
    
    
    109,203Non-interest expense
    
    
    (58,316
    )
    
    
    (64,428
    )
    
    
    (1,418
    )
    
    
    19
    
    
    
    (124,143
    )Segment profit (loss)
before taxes
    
    
    21,860
    
    
    
    22,008
    
    
    
    (5,233
    )
    
    
    
    
    
    
    38,635Provision for income taxes
    
    
    (7,089
    )
    
    
    (8,977
    )
    
    
    1,968
    
    
    
    
    
    
    
    (14,098
    )Segment net income (loss)
    
    $
    14,771
    
    
    $
    13,031
    
    
    $
    (3,265
    )
    
    $
    
    
    
    $
    24,537Total assets
    
    $
    6,395,902
    
    
    $
    197,919
    
    
    $
    771,869
    
    
    $
    (648,014
    )
    
    $
    6,717,6762004Interest and dividend income
    
    $
    56,763
    
    
    $
    2,866
    
    
    $
    548
    
    
    $
    (70
    )
    
    $
    60,107Interest expense
    
    
    (15,419
    )
    
    
    (274
    )
    
    
    (4,132
    )
    
    
    70
    
    
    
    (19,755
    )Recovery from loan losses
    
    
    1,963
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,963Non-interest income
    
    
    22,169
    
    
    
    63,008
    
    
    
    241
    
    
    
    (73
    )
    
    
    85,345Non-interest expense
    
    
    (42,933
    )
    
    
    (53,425
    )
    
    
    (1,617
    )
    
    
    73
    
    
    
    (97,902
    )Segment profit (loss)
before taxes
    
    
    22,543
    
    
    
    12,175
    
    
    
    (4,960
    )
    
    
    
    
    
    
    29,758Provision for income taxes
    
    
    (8,134
    )
    
    
    (5,161
    )
    
    
    1,797
    
    
    
    
    
    
    
    (11,498
    )Segment net income (loss)
    
    $
    14,409
    
    
    $
    7,014
    
    
    $
    (3,163
    )
    
    $
    
    
    
    $
    18,260Total assets
    
    $
    5,122,723
    
    
    $
    182,577
    
    
    $
    704,968
    
    
    $
    (581,890
    )
    
    $
    5,428,378
 17




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##### Table of Contents



BankAtlantic Bancorp, Inc.
  Adjusting andParent
    
    Elimination
    
    SegmentBankAtlantic
    
    Ryan Beck
    
    Company
    
    Entries
    
    Total2005Interest and dividend income
    
    $
    162,575
    
    
    $
    6,436
    
    
    $
    1,291
    
    
    $
    (58
    )
    
    $
    170,244Interest expense
    
    
    (52,199
    )
    
    
    (1,470
    )
    
    
    (9,340
    )
    
    
    58
    
    
    
    (62,951
    )Recovery from loan losses
    
    
    3,096
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,096Non-interest income
    
    
    48,506
    
    
    
    138,601
    
    
    
    874
    
    
    
    (108
    )
    
    
    187,873Non-interest expense
    
    
    (108,580
    )
    
    
    (116,993
    )
    
    
    (3,463
    )
    
    
    108
    
    
    
    (228,928
    )Segment profit (loss)
before taxes
    

    
    53,398
    
    
    
    26,574
    
    
    
    (10,638
    )
    
    
    
    
    
    
    69,334Provision for income taxes
    
    
    (17,766
    )
    
    
    (11,013
    )
    
    
    3,860
    
    
    
    
    
    
    
    (24,919
    )Segment net income (loss)
    
    $
    35,632
    
    
    $
    15,561
    
    
    $
    (6,778
    )
    
    $
    
    
    
    $
    44,4152004Interest and dividend income
    
    $
    113,105
    
    
    $
    5,662
    
    
    $
    1,090
    
    
    $
    (121
    )
    
    $
    119,736Interest expense
    
    
    (31,966
    )
    
    
    (484
    )
    
    
    (8,267
    )
    
    
    121
    
    
    
    (40,596
    )Recovery from loan losses
    
    
    2,822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,822Non-interest income
    
    
    40,389
    
    
    
    126,073
    
    
    
    23,378
    
    
    
    (130
    )
    
    
    189,710Non-interest expense
    
    
    (96,428
    )
    
    
    (110,514
    )
    
    
    (3,104
    )
    
    
    130
    
    
    
    (209,916
    )Segment profit before taxes
    
    
    27,922
    
    
    
    20,737
    
    
    
    13,097
    
    
    
    
    
    
    
    61,756Provision for income taxes
    
    
    (9,793
    )
    
    
    (8,595
    )
    
    
    (4,584
    )
    
    
    
    
    
    
    (22,972
    )Segment net income
    
    $
    18,129
    
    
    $
    12,142
    
    
    $
    8,513
    
    
    $
    
    
    
    $
    38,784
 18




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 12. Financial instruments with off-balance sheet risk
  June 30,
    
    December 31,
    
    June 30,2005
    
    2004
    
    2004Commitments to sell fixed rate residential loans
    
    $
    21,771
    
    
    $
    19,537
    
    
    $
    18,646Commitments to sell variable rate residential loans
    
    
    5,690
    
    
    
    6,588
    
    
    
    8,000Forward contract to purchase mortgage-backed securities
    
    
    
    
    
    
    3,947
    
    
    
    5,396Commitments to purchase other investment securities
    
    
    
    
    
    
    
    
    
    
    1,655Commitments to purchase fixed rate residential loans
    
    
    
    
    
    
    
    
    
    
    80,000Commitments to purchase variable rate residential loans
    
    
    13,000
    
    
    
    40,015
    
    
    
    9,877Commitments to originate loans held for sale
    
    
    19,618
    
    
    
    21,367
    
    
    
    22,644Commitments to originate loans held to maturity
    
    
    401,607
    
    
    
    238,429
    
    
    
    411,362Commitments to extend credit, including the undisbursed
portion of loans in process
    
    
    1,215,610
    
    
    
    1,170,191
    
    
    
    1,112,791Standby letters of credit
    
    
    67,831
    
    
    
    55,605
    
    
    
    38,846Commercial lines of credit
    
    
    100,204
    
    
    
    121,688
    
    
    
    103,510
  13. 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
    
    
    922Net cash outflows from sale of branch
    
    $
    (13,605
    )
 19




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 14. Earnings per Share
  For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Basic earnings per share:Net income
    
    $
    24,537
    
    
    $
    18,260
    
    
    $
    44,415
    
    
    $
    38,784Basic weighted average number of
common shares outstanding
    
    
    60,452,710
    
    
    
    59,343,940
    
    
    
    60,263,210
    
    
    
    59,300,605Basic earnings per share
    
    $
    0.41
    
    
    $
    0.31
    
    
    $
    0.74
    
    
    $
    0.65Diluted earnings per share:Net income
    
    $
    24,537
    
    
    $
    18,260
    
    
    $
    44,415
    
    
    $
    38,784Effect of stock options issued by Ryan
Beck
    
    
    (665
    )
    
    
    (273
    )
    
    
    (785
    )
    
    
    (472
    )Income available after assumed conversion
    
    $
    23,872
    
    
    $
    17,987
    
    
    $
    43,630
    
    
    $
    38,312Basic weighted average shares outstanding
    
    
    60,452,710
    
    
    
    59,343,940
    
    
    
    60,263,210
    
    
    
    59,300,605Common stock equivalents resulting from
stock-based compensation
    
    
    2,708,579
    
    
    
    3,463,743
    
    
    
    2,912,676
    
    
    
    3,678,558Diluted weighted average shares
outstanding
    
    
    63,161,289
    
    
    
    62,807,683
    
    
    
    63,175,886
    
    
    
    62,979,163Diluted earnings per share
    
    $
    0.38
    
    
    $
    0.29
    
    
    $
    0.69
    
    
    $
    0.61
  15. New Accounting Pronouncements
 Determining Whether a
General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights.
 Accounting Changes and Error Corrections  A
Replacement of APB Opinion No. 20 and FASB No. 3. retrospective application
 Share-based payments Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees,
 20




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##### Table of Contents



BankAtlantic Bancorp, Inc.
  16. Contingencies
  21




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS
   Critical Accounting Policies
  22




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 Summary Consolidated Results of Operations
 For the Three Months Ended June 30,
    
    For the Six Months Ended June 30,(in thousands)
    
    2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    ChangeBankAtlantic
    
    $
    14,771
    
    
    $
    14,409
    
    
    $
    362
    
    
    $
    35,632
    
    
    $
    18,129
    
    
    $
    17,503Ryan Beck
    
    
    13,031
    
    
    
    7,014
    
    
    
    6,017
    
    
    
    15,561
    
    
    
    12,142
    
    
    
    3,419Parent Company
    
    
    (3,265
    )
    
    
    (3,163
    )
    
    
    (102
    )
    
    
    (6,778
    )
    
    
    8,513
    
    
    
    (15,291
    )Net income
    
    $
    24,537
    
    
    $
    18,260
    
    
    $
    6,277
    
    
    $
    44,415
    
    
    $
    38,784
    
    
    $
    5,631
 For the Three Months Ended June 30, 2005 Compared to the Same 2004 Period:
         For the Six Months Ended June 30, 2005 Compared to the Same 2004 Period:
  23




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 BankAtlantic
 Net interest income
 BankAtlanticAverage Balance Sheet  Yield / Rate AnalysisFor the Three Months Ended(dollars in thousands)
    
    June 30, 2005
    
    June 30, 2004Average
    
    Revenue/
    
    Yield/
    
    Average
    
    Revenue/
    
    Yield/Balance
    
    Expense
    
    Rate
    
    Balance
    
    Expense
    
    RateLoans:Residential real estate
    
    $
    2,262,214
    
    
    $
    27,597
    
    
    
    4.88
    %
    
    $
    1,386,482
    
    
    $
    15,781
    
    
    
    4.55
    %Commercial real estate
    
    
    1,726,861
    
    
    
    30,298
    
    
    
    7.02
    
    
    
    1,641,438
    
    
    
    22,670
    
    
    
    5.52Consumer
    
    
    505,338
    
    
    
    7,595
    
    
    
    6.01
    
    
    
    403,824
    
    
    
    4,067
    
    
    
    4.03Lease financing
    
    
    4,710
    
    
    
    131
    
    
    
    11.13
    
    
    
    11,526
    
    
    
    317
    
    
    
    11.00Commercial business
    
    
    85,778
    
    
    
    1,598
    
    
    
    7.45
    
    
    
    103,780
    
    
    
    1,589
    
    
    
    6.12Small business
    
    
    206,272
    
    
    
    3,788
    
    
    
    7.35
    
    
    
    182,171
    
    
    
    3,223
    
    
    
    7.08Total loans
    
    
    4,791,173
    
    
    
    71,007
    
    
    
    5.93
    
    
    
    3,729,221
    
    
    
    47,647
    
    
    
    5.11Investments  tax exempt
    
    
    368,264
    
    
    
    5,329
    (1)
    
    
    5.79
    
    
    
    72,675
    
    
    
    938
    (1)
    
    
    5.17Investments  taxable
    
    
    722,628
    
    
    
    9,520
    
    
    
    5.27
    
    
    
    620,285
    
    
    
    8,505
    
    
    
    5.48Total interest earning assets
    
    
    5,882,065
    
    
    $
    85,856
    
    
    
    5.84
    %
    
    
    4,422,181
    
    
    $
    57,090
    
    
    
    5.16
    %Goodwill and core deposit intangibles
    
    
    79,910
    
    
    

    
    
    
    
    
    
    
    
    81,849Other non-interest earning assets
    
    
    298,018
    
    
    
    
    
    
    
    
    
    
    
    251,755Total Assets
    
    $
    6,259,993
    
    
    
    
    
    
    
    
    
    
    $
    4,755,785Deposits:Savings
    
    $
    301,331
    
    
    $
    209
    
    
    
    0.28
    %
    
    $
    242,506
    
    
    $
    161
    
    
    
    0.27
    %NOW
    
    
    685,769
    
    
    
    723
    
    
    
    0.42
    
    
    
    586,259
    
    
    
    534
    
    
    
    0.37Money market
    
    
    906,514
    
    
    
    3,295
    
    
    
    1.46
    
    
    
    912,065
    
    
    
    2,116
    
    
    
    0.93Certificate of deposit
    
    
    782,335
    
    
    
    5,307
    
    
    
    2.72
    
    
    
    709,523
    
    
    
    3,977
    
    
    
    2.25Total interest bearing deposits
    
    
    2,675,949
    
    
    
    9,534
    
    
    
    1.43
    
    
    
    2,450,353
    
    
    
    6,788
    
    
    
    1.11Short-term borrowed funds
    
    
    364,575
    
    
    
    2,681
    
    
    
    2.95
    
    
    
    300,460
    
    
    
    702
    
    
    
    0.94Advances from FHLB
    
    
    1,615,310
    
    
    
    15,604
    
    
    
    3.87
    
    
    
    696,661
    
    
    
    7,769
    
    
    
    4.49Long-term debt
    
    
    35,810
    
    
    
    578
    
    
    
    6.47
    
    
    
    36,429
    
    
    
    505
    
    
    
    5.58Total interest bearing liabilities
    
    
    4,691,644
    
    
    
    28,397
    
    
    
    2.43
    
    
    
    3,483,903
    
    
    
    15,764
    
    
    
    1.82Demand deposits
    
    
    982,332
    
    
    
    
    
    
    
    
    
    
    
    755,593Non-interest bearing other liabilities
    
    
    48,459
    
    
    
    
    
    
    
    
    
    
    
    24,585Total Liabilities
    
    
    5,722,435
    
    
    
    
    
    
    
    
    
    
    
    4,264,081Stockholders equity
    
    
    537,558
    
    
    
    
    
    
    
    
    
    
    
    491,704Total liabilities and stockholders equity
    
    $
    6,259,993
    
    
    
    
    
    
    
    
    
    
    $
    4,755,785Net tax equivalent interest income/
net interest spread
    
    
    
    
    
    $
    57,459
    
    
    
    3.41
    %
    
    
    
    
    
    $
    41,326
    
    
    
    3.34
    %Tax equivalent adjustment
    
    
    
    
    
    
    (1,866
    )
    
    
    
    
    
    
    
    
    
    
    (328
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    438
    
    
    
    
    
    
    
    
    
    
    
    346Net interest income
    
    
    
    
    
    
    56,031
    
    
    
    
    
    
    
    
    
    
    
    41,344MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.84
    %
    
    
    
    
    
    
    
    
    
    
    5.16
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.94
    
    
    
    
    
    
    
    
    
    
    
    1.43Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.90
    %
    
    
    
    
    
    
    
    
    
    
    3.73
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 24




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 For the Three Months Ended June 30, 2005 Compared to the Same 2004 Period:
    25




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 BankAtlanticAverage Balance Sheet - Yield / Rate AnalysisFor the Six Months EndedJune 30, 2005
    
    June 30, 2004(dollars in thousands)
    
    Average
    
    Revenue/
    
    Yield/
    
    Average
    
    Revenue/
    
    Yield/Balance
    
    Expense
    
    Rate
    
    Balance
    
    Expense
    
    RateLoans:Residential real estate
    
    $
    2,174,332
    
    
    $
    53,106
    
    
    
    4.88
    %
    
    $
    1,356,271
    
    
    $
    31,722
    
    
    
    4.68
    %Commercial real estate
    
    
    1,743,213
    
    
    
    58,621
    
    
    
    6.73
    
    
    
    1,665,700
    
    
    
    46,364
    
    
    
    5.57Consumer
    
    
    496,591
    
    
    
    14,371
    
    
    
    5.79
    
    
    
    389,023
    
    
    
    7,967
    
    
    
    4.10Lease financing
    
    
    5,472
    
    
    
    298
    
    
    
    10.89
    
    
    

    12,584
    
    
    
    698
    
    
    
    11.09Commercial business
    
    
    90,007
    
    
    
    3,222
    
    
    
    7.16
    
    
    
    101,369
    
    
    
    3,089
    
    
    
    6.09Small business
    
    
    201,031
    
    
    
    7,279
    
    
    
    7.24
    
    
    
    178,031
    
    
    
    6,308
    
    
    
    7.094,710,646
    
    
    
    136,897
    
    
    
    5.81
    
    
    
    3,702,978
    
    
    
    96,148
    
    
    
    5.19Investments  tax exempt
    
    
    351,241
    
    
    
    10,158
    (1)
    
    
    5.78
    
    
    
    38,019
    
    
    
    989
    
    
    
    5.20Investments  taxable
    
    
    727,755
    
    
    
    19,075
    
    
    
    5.24
    
    
    
    580,382
    
    
    
    16,314
    
    
    
    5.62Total interest earning assets
    
    
    5,789,642
    
    
    $
    166,130
    
    
    
    5.74
    %
    
    
    4,321,379
    
    
    $
    113,451
    
    
    
    5.25
    %Goodwill and core deposit intangibles
    
    
    80,141
    
    
    
    
    
    
    
    
    
    
    
    82,056Other non-interest earning assets
    
    
    290,560
    
    
    
    
    
    
    
    
    
    
    
    245,915Total Assets
    
    $
    6,160,343
    
    
    
    
    
    
    
    
    
    
    $
    4,649,350Deposits:Savings
    
    $
    291,476
    
    
    $
    399
    
    
    
    0.28
    %
    
    $
    231,256
    
    
    $
    304
    
    
    
    0.26
    %NOW
    
    
    675,100
    
    
    
    1,324
    
    
    
    0.40
    
    
    
    564,939
    
    
    
    1,026
    
    
    
    0.37Money market
    
    
    913,907
    
    
    
    5,998
    
    
    
    1.32
    
    
    
    889,416
    
    
    
    3,992
    
    
    
    0.90Certificate of deposit
    
    
    779,858
    
    
    
    10,108
    
    
    
    2.61
    
    
    
    739,736
    
    
    
    8,439
    
    
    
    2.29Total deposits
    
    
    2,660,341
    
    
    
    17,829
    
    
    
    1.35
    
    
    
    2,425,347
    
    
    
    13,761
    
    
    
    1.14Short-term borrowed funds
    
    
    360,832
    
    
    
    4,804
    
    
    
    2.68
    
    
    
    225,597
    
    
    
    1,004
    
    
    
    0.89Advances from FHLB
    
    
    1,576,090
    
    
    
    29,278
    
    
    
    3.75
    
    
    
    728,817
    
    
    
    16,867
    
    
    
    4.65Long-term debt
    
    
    36,504
    
    
    
    1,178
    
    
    
    6.51
    
    
    
    36,136
    
    
    
    987
    
    
    
    5.49Total interest bearing liabilities
    
    
    4,633,767
    
    
    
    53,089
    
    
    
    2.31
    
    
    
    3,415,897
    
    
    
    32,619
    
    
    
    1.92Demand deposits
    
    
    948,214
    
    
    
    
    
    
    
    
    
    
    
    710,194Non-interest bearing other liabilities
    
    
    46,349
    
    
    
    
    
    
    
    
    
    
    
    29,305Total Liabilities
    
    
    5,628,330
    
    
    
    
    
    
    
    
    
    
    
    4,155,396Stockholders equity
    
    
    532,013
    
    
    
    
    
    
    
    
    
    
    
    493,954Total liabilities and stockholders equity
    
    $
    6,160,343
    
    
    
    
    
    
    
    
    
    
    $
    4,649,350Net interest income/net
interest spread
    
    
    
    
    
    $
    113,041
    
    
    
    3.43
    %
    
    
    
    
    
    $
    80,832
    
    
    
    3.33
    %Tax equivalent adjustment
    
    
    
    
    
    
    (3,554
    )
    
    
    
    
    
    
    
    
    
    
    (346
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    889
    
    
    
    
    
    
    
    
    
    
    
    653Net interest income
    
    
    
    
    
    
    110,376
    
    
    
    
    
    
    
    
    
    
    
    81,139MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.74
    %
    
    
    
    
    
    
    
    
    
    
    5.25
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.85
    
    
    
    
    
    
    
    
    
    
    
    1.52Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.89
    %
    
    
    
    
    
    
    
    
    
    
    3.73
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax
rate. For the Six Months Ended June 30, 2005 Compared to the Same 2004 Period:
  26




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 Provision for Loan Losses
 For the Three Months Ended
    
    For the Six Months Ended(in thousands)
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Balance, beginning of period
    
    $
    43,042
    
    
    $
    45,383
    
    
    $
    46,010
    
    
    $
    45,595Charge-offs:Consumer loans
    
    
    (42
    )
    
    
    (241
    )
    
    
    (110
    )
    
    
    (390
    )Residential real estate loans
    
    
    (56
    )
    
    
    (124
    )
    
    
    (254
    )
    
    
    (355
    )Small business
    
    
    (467
    )
    
    
    
    
    
    
    (595
    )
    
    
    Continuing loan products
    
    
    (565
    )
    
    
    (365
    )
    
    
    (959
    )
    
    
    (745
    )Discontinued loan products
    
    
    (511
    )
    
    
    (159
    )
    
    
    (835
    )
    
    
    (646
    )Total charge-offs
    
    
    (1,076
    )
    
    
    (524
    )
    
    
    (1,794
    )
    
    
    (1,391
    )Recoveries:Commercial business loans
    
    
    121
    
    
    
    256
    
    
    
    1,231
    
    
    
    324Commercial real estate loans
    
    
    6
    
    
    
    2,050
    
    
    
    6
    
    
    
    2,051Small business
    
    
    219
    
    
    
    233
    
    
    
    404
    
    
    
    242Consumer loans
    
    
    39
    
    
    
    106
    
    
    
    83
    
    
    
    154Residential real estate loans
    
    
    
    
    
    
    217
    
    
    
    1
    
    
    
    243Continuing loan products
    
    
    385
    
    
    
    2,862
    
    
    
    1,725
    
    
    
    3,014Discontinued loan products
    
    
    479
    
    
    
    979
    
    
    
    805
    
    
    
    2,341Total recoveries
    
    
    864
    
    
    
    3,841
    
    
    
    2,530
    
    
    
    5,355Net (charge-offs) recoveries
    
    
    (212
    )
    
    
    3,317
    
    
    
    736
    
    
    
    3,964Provision for (recovery from)
loan losses
    
    
    820
    
    
    
    (1,963
    )
    
    
    (3,096
    )
    
    
    (2,822
    )Balance, end of period
    
    $
    43,650
    
    
    $
    46,737
    
    
    $
    43,650
    
    
    $
    46,737
     27




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##### Table of Contents



BankAtlantic Bancorp, Inc.
  June 30,
    
    December 31,
    
    June 30,2005
    
    2004
    
    2004NONPERFORMING ASSETSNonaccrual:Tax certificates
    
    $
    562
    
    
    $
    381
    
    
    $
    586Loans and leases
    
    
    5,785
    
    
    
    7,903
    
    
    
    12,711Total nonaccrual
    
    
    6,347
    
    
    
    8,284
    
    
    
    13,297Repossessed assets:Real estate owned
    
    
    1,178
    
    
    
    692
    
    
    
    1,321Other
    
    
    328
    
    
    
    
    
    
    
    Specific valuation allowance
    
    
    
    
    
    
    
    
    
    
    (2,095
    )Total nonperforming assets, net
    
    $
    7,853
    
    
    $
    8,976
    
    
    $
    12,523AllowancesAllowance for loan losses
    
    $
    43,650
    
    
    $
    46,010
    
    
    $
    46,737Allowance for tax certificate losses
    
    
    3,553
    
    
    
    3,297
    
    
    
    3,369Total allowances
    
    $
    47,203
    
    
    $
    49,307
    
    
    $
    50,106POTENTIAL PROBLEM LOANSContractually past due 90 days or more
    
    $
    
    
    
    $
    
    
    
    $
    1Performing impaired loans
    
    
    216
    
    
    
    320
    
    
    
    199Restructured loans
    
    
    85
    
    
    
    24
    
    
    
    31TOTAL POTENTIAL PROBLEM LOANS
    
    $
    301
    
    
    $
    344
    
    
    $
    231
  BankAtlantic Non-Interest Income
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    ChangeOther service charges and
fees
    
    $
    5,849
    
    
    
    6,431
    
    
    
    (582
    )
    
    
    11,087
    
    
    
    11,068
    
    
    
    19Service charges on deposits
    
    
    14,744
    
    
    
    13,028
    
    
    
    1,716
    
    
    
    27,733
    
    
    
    24,305
    
    
    
    3,428Income from real estate
operations
    
    
    1,655
    
    
    
    683
    
    
    
    972
    
    
    
    3,896
    
    
    
    988
    
    
    
    2,908Securities activities, net
    
    
    87
    
    
    
    
    
    
    
    87
    
    
    
    94
    
    
    
    (3
    )
    
    
    97Other
    
    
    2,630
    
    
    
    2,027
    
    
    
    603
    
    
    
    5,696
    
    
    
    4,031
    
    
    
    1,665Non-interest income
    
    $
    24,965
    
    
    
    22,169
    
    
    
    2,796
    
    
    
    48,506
    
    
    
    40,389
    
    
    
    8,117
  28




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##### Table of Contents



BankAtlantic Bancorp, Inc.
   BankAtlantic Non-Interest Expense
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    ChangeEmployee compensation
and benefits
    
    $
    27,577
    
    
    
    22,498
    
    
    
    5,079
    
    
    
    53,975
    
    
    
    44,890
    
    
    
    9,085Occupancy and equipment
    
    
    10,165
    
    
    
    7,809
    
    
    
    2,356
    
    
    
    19,282
    
    
    
    14,955
    
    
    
    4,327Advertising and promotion
    
    
    5,965
    
    
    
    4,161
    
    
    
    1,804
    
    
    
    11,133
    
    
    
    7,624
    
    
    
    3,509Amortization of intangible
assets
    
    
    401
    
    
    
    425
    
    
    
    (24
    )
    
    
    826
    
    
    
    864
    
    
    
    (38
    )Cost associated with
debt redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,741
    
    
    
    (11,741
    )Professional fees
    
    
    2,638
    
    
    
    1,169
    
    
    
    1,469
    
    
    
    4,533
    
    
    
    2,894
    
    
    
    1,639Impairment of office properties
and equipment
    
    
    3,706
    
    
    
    
    
    
    
    3,706
    
    
    
    3,706
    
    
    
    
    
    
    
    3,706Other
    
    
    7,864
    
    
    
    6,871
    
    
    
    993
    
    
    
    15,125
    
    
    
    13,460
    
    
    
    1,665Non-interest expense
    
    $
    58,316
    
    
    
    42,933
    
    
    
    15,383
    
    
    
    108,580
    
    
    
    96,428
    
    
    
    12,152
     29




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##### Table of Contents



BankAtlantic Bancorp, Inc.
     RB Holdings, Inc. and Subsidiaries Results of Operations
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    ChangeNet interest income:Interest on trading securities
    
    $
    3,489
    
    
    
    2,866
    
    
    
    623
    
    
    
    6,436
    
    
    
    5,662
    
    
    
    774Interest expense
    
    
    (968
    )
    
    
    (274
    )
    
    
    (694
    )
    
    
    (1,470
    )
    
    
    (484
    )
    
    
    (986
    )Net interest income
    
    
    2,521
    
    
    
    2,592
    
    
    
    (71
    )
    
    
    4,966
    
    
    
    5,178
    
    
    
    (212
    )Non-interest income:Principal transactions
    
    
    36,690
    
    
    
    21,654
    
    
    
    15,036
    
    
    
    55,322
    
    
    
    46,097
    
    
    
    9,225Investment banking
    
    
    25,394
    
    
    
    18,026
    
    
    
    7,368
    
    
    
    37,276
    
    
    
    30,657
    
    
    
    6,619Commissions
    
    
    19,478
    
    
    
    22,245
    
    
    
    (2,767
    )
    
    
    40,963
    
    
    
    47,616
    
    
    
    (6,653
    )Other
    
    
    2,353
    
    
    
    1,083
    
    
    
    1,270
    
    
    
    5,040
    
    
    
    1,703
    
    
    
    3,337Non-interest income
    
    
    83,915
    
    
    
    63,008
    
    
    
    20,907
    
    
    
    138,601
    
    
    
    126,073
    
    
    
    12,528Non-interest expense:Employee compensation
and benefits
    
    
    49,766
    
    
    
    40,297
    
    
    
    9,469
    
    
    
    88,203
    
    
    
    84,339
    
    
    
    3,864Occupancy and equipment
    
    
    3,786
    
    
    
    3,426
    
    
    
    360
    
    
    
    7,904
    
    
    
    6,654
    
    
    
    1,250Advertising and promotion
    
    
    1,940
    
    
    
    1,421
    
    
    
    519
    
    
    
    3,013
    
    
    
    2,582
    
    
    
    431Professional fees
    
    
    1,591
    
    
    
    1,330
    
    
    
    261
    
    
    
    3,008
    
    
    
    2,375
    
    
    
    633Communications
    
    
    3,508
    
    
    
    2,916
    
    
    
    592
    
    
    
    6,713
    
    
    
    6,044
    
    
    
    669Floor broker and clearing fees
    
    
    2,012
    
    
    
    2,438
    
    
    
    (426
    )
    
    
    4,380
    
    
    
    5,240
    
    
    
    (860
    )Other
    
    
    1,825
    
    
    
    1,597
    
    
    
    228
    
    
    
    3,772
    
    
    
    3,280
    
    
    
    492Non-interest expense
    
    
    64,428
    
    
    
    53,425
    
    
    
    11,003
    
    
    
    116,993
    
    
    
    110,514
    
    
    
    6,479Income before income taxes
    
    
    22,008
    
    
    
    12,175
    
    
    
    9,833
    
    
    
    26,574
    
    
    
    20,737
    
    
    
    5,837Income taxes
    
    
    8,977
    
    
    
    5,161
    
    
    
    3,816
    
    
    
    11,013
    
    
    
    8,595
    
    
    
    2,418Segment net income
    
    $
    13,031
    
    
    
    7,014
    
    
    
    6,017
    
    
    
    15,561
    
    
    
    12,142
    
    
    
    3,419
 For the Three and Six Months Ended June 30, 2005 Compared to the Same 2004 Period:
   30




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BankAtlantic Bancorp, Inc.
           31




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 Parent Company Results of Operations
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    ChangeNet interest income:Interest income
    
    $
    613
    
    
    
    548
    
    
    
    65
    
    
    
    1,291
    
    
    
    1,090
    
    
    
    201Interest expense
    
    
    (4,770
    )
    
    
    (4,132
    )
    
    
    (638
    )
    
    
    (9,340
    )
    
    
    (8,267
    )
    
    
    (1,073
    )Net interest income (expense)
    
    
    (4,157
    )
    
    
    (3,584
    )
    
    
    (573
    )
    
    
    (8,049
    )
    
    
    (7,177
    )
    
    
    (872
    )Non-interest income:Equity earnings of
unconsolidated
subsidiaries
    
    
    137
    
    
    
    118
    
    
    
    19
    
    
    
    268
    
    
    
    236
    
    
    
    32Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,840
    
    
    
    (22,840
    )Other
    
    
    205
    
    
    
    123
    
    
    
    82
    
    
    
    606
    
    
    
    302
    
    
    
    304Non-interest income
    
    
    342
    
    
    
    241
    
    
    
    101
    
    
    
    874
    
    
    
    23,378
    
    
    
    (22,504
    )Non-interest expense:Employee compensation
and benefits
    
    
    1,048
    
    
    
    743
    
    
    
    305
    
    
    
    2,008
    
    
    
    1,489
    
    
    
    519Professional fees
    
    
    106
    
    
    
    571
    
    
    
    (465
    )
    
    
    965
    
    
    
    1,087
    
    
    
    (122
    )Other
    
    
    264
    
    
    
    303
    
    
    
    (39
    )
    
    
    490
    
    
    
    528
    
    
    
    (38
    )Non-interest expense
    
    
    1,418
    
    
    
    1,617
    
    
    
    (199
    )
    
    
    3,463
    
    
    
    3,104
    
    
    
    359Loss before income taxes
    
    
    (5,233
    )
    
    
    (4,960
    )
    
    
    (273
    )
    
    
    (10,638
    )
    
    
    13,097
    
    
    
    (23,735
    )Income taxes
    
    
    (1,968
    )
    
    
    (1,797
    )
    
    
    (171
    )
    
    
    (3,860
    )
    
    
    4,584
    
    
    
    (8,444
    )Net income (loss)
    
    $
    (3,265
    )
    
    
    (3,163
    )
    
    
    (102
    )
    
    
    (6,778
    )
    
    
    8,513
    
    
    
    (15,291
    )
      32




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Purchase of approximately $486 million of residential real estate loans;
    
    Origination of or participation in $705 million of commercial and small business loans;
    
    Origination of approximately $238 million of home equity loans;
    
    Purchase of approximately $58 million of mortgage-backed securities;
    
    Purchase of approximately $54 million of tax-exempt securities;
    
    Purchase of approximately $119 million of managed-fund securities;
    
    Additions of $17 million of fixed assets associated with the Companys new corporate
headquarters building, BankAtlantics branch renovation and expansion initiatives
partially offset by a $3.7 million fixed asset impairment associated with the relocation
of the Companys corporate headquarters;
    
    An increase in the receivable from Ryan Becks clearing agent partially offset by a
corresponding decrease in securities owned associated with Ryan Becks trading activities;
    
    Higher other assets balances related to $19.6 million of fees due from other broker
dealers associated with the large mutual to stock transaction managed by Ryan Beck;
    
    Increases in accrued interest receivable due to higher loans receivable and securities
balances; and
    
    Higher Federal Home Loan Bank stock balances associated with increased stock ownership
membership requirements that went into effect during the first quarter of 2005 as well as
an increase in FHLB advances.
  
    
    Lower real estate held for development and sale associated with units closed at the
Riverclub real estate joint venture acquired by BankAtlantic in connection with the 2002
Community acquisition;
    
    Loan, investment securities and tax certificate repayments and maturities of approximately $1.4 billion; and
    
    Principal reductions of $38 million of loans to Levitt.
  
    
    Higher deposit account balances primarily resulting from the growth in low-cost
deposits associated with Floridas Most Convenient Bank and totally free checking
account initiatives; and
    
    Higher FHLB advance borrowings used to fund loan and investment securities growth.
The above increases in total liabilities were partially offset by:
    
    A decrease in securities sold but not yet purchased associated with Ryan Becks trading activities;
    
    A decrease in other liabilities primarily due to a $22 million decline in securities
purchased pending settlement partially offset by a $14 million increase in current taxes
payable associated with second quarter earnings; and
    
    Lower short term borrowings due to the utilization of short-term FHLB advances to
partially replace repurchase agreements and federal funds purchased borrowings.
  33




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
    BankAtlantic Liquidity and Capital Resources
   34




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##### Table of Contents



BankAtlantic Bancorp, Inc.
      Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt June 30, 2005:Total risk-based capital
    
    $
    502,913
    
    
    
    10.97
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    433,945
    
    
    
    9.47
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    433,945
    
    
    
    6.90
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    433,945
    
    
    
    6.90
    %
    
    
    4.00
    %
    
    
    5.00
    %At December 31, 2004:Total risk-based capital
    
    $
    476,600
    
    
    
    10.80
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    405,482
    
    
    
    9.19
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    405,482
    
    
    
    6.83
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    405,482
    
    
    
    6.83
    %
    
    
    4.00
    %
    
    
    5.00
    %
  Compliance Matter
  35




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 Ryan Beck & Co., Inc. Liquidity and Capital Resources
     36




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  Interest Rate Risk
  
    
    Loans,
    
    Debt securities available for sale,
    
    Investment securities,
    
    FHLB stock,
    
    Federal funds sold,
    
    Deposits,
    
    Advances from FHLB,
    
    Securities sold under agreements to repurchase,
    
    Federal funds purchased,
    
    Subordinated debentures,
    
    Notes and bonds payable, and
    
    Junior subordinated debentures.
  i.
    
    Discounting anticipated cash flows from existing assets and liabilities at market
rates to determine fair values at June 30, 2005 and December 31, 2004,ii.
    
    Discounting the above expected cash flows based on instantaneous and parallel shifts
in the yield curve to determine fair values; andiii.
    
    Calculating the difference between the fair value calculated in (i) and (ii).
    §
    
    Interest rates,§
    
    Loan prepayment rates,§
    
    Deposit runoff rates,§
    
    Non-maturing deposit servicing rates,§
    
    Market values of certain assets under various interest rate scenarios, and§
    
    Re-pricing of certain borrowings.
  37




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##### Table of Contents



BankAtlantic Bancorp, Inc.
   As of
June 30, 2005  Net Portfolio
 Changes
    
    Value
    
    Dollarin Rate
    
    Amount
    
    Change+200 bp
    
    $
    867,516
    
    
    $
    77,745+100 bp
    
    $
    861,125
    
    
    $
    71,3540
    
    $
    789,771
    
    
    $
    -100 bp
    
    $
    647,798
    
    
    $
    (141,973
    )-200 bp
    
    $
    432,785
    
    
    $
    (356,986
    )
 As of
December 31, 2004  Net Portfolio
 Changes
    
    Value
    
    Dollarin Rate
    
    Amount
    
    Change+200 bp
    
    $
    813,332
    
    
    $
    77,676+100 bp
    
    $
    803,501
    
    
    $
    67,8450
    
    $
    735,656
    
    
    $
    -100 bp
    
    $
    596,126
    
    
    $
    (139,530
    )-200 bp
    
    $
    406,938
    
    
    $
    (328,718
    )
  Within
    
    1-3
    
    3-5
    
    Over 51 Year
    
    Years
    
    Years
    
    YearsSavings
    
    
    16
    %
    
    
    10
    %
    
    
    10
    %
    
    
    10
    %Money market
    
    
    83
    
    
    
    15
    
    
    
    15
    
    
    
    15NOW
    
    
    7
    
    
    
    6
    
    
    
    6
    
    
    
    6Demand
    
    
    14
    
    
    
    6
    
    
    
    6
    
    
    
    6
   38




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##### Table of Contents



BankAtlantic Bancorp, Inc.
  Equity Price Risk
 Ryan Beck
     High
    
    Low
    
    AverageVaR
    
    $
    247
    
    
    $
    22
    
    
    $
    76Aggregate Long Value
    
    
    122,217
    
    
    
    64,358
    
    
    
    90,606Aggregate Short Value
    
    $
    54,457
    
    
    $
    15,771
    
    
    $
    35,651
  High
    
    Low
    
    AverageVaR
    
    $
    1,747
    
    
    $
    11
    
    
    $
    336Aggregate Long Value
    
    
    112,494
    
    
    
    43,431
    
    
    
    72,787Aggregate Short
Value
    
    $
    167,987
    
    
    $
    23,851
    
    
    $
    65,006
 39




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##### Table of Contents



BankAtlantic
Bancorp Inc.
 BankAtlantic Bancorp
  AvailablePercent
    
    for SaleChange in
    
    Securities
    
    DollarFair Value
    
    Fair Value
    
    Change20%
    
    $
    96,559
    
    
    $
    16,09310%
    
    $
    88,513
    
    
    $
    8,0470%
    
    $
    80,466
    
    
    $
    -10%
    
    $
    72,419
    
    
    $
    (8,047
    )-20%
    
    $
    64,373
    
    
    $
    (16,093
    )
  40




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 
  Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  41




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 
 PART II  OTHER INFORMATION
 
 Item 4. Submission of Matters to a Vote of Security Holders
  Director
    
    For
    
    WithheldD. Keith Cobb
    
    
    98,780,421
    
    
    
    3,474,737Bruno L. DiGiulian
    
    
    98,071,365
    
    
    
    4,183,793Alan B. Levan
    
    
    99,640,932
    
    
    
    2,614,226
  Votes
    
    Votes
    
    Votes
    
    BrokerFor
    
    Against
    
    Abstaining
    
    Non-VoteRestricted Stock
and Option Plan
    
    
    69,414,070
    
    
    
    25,462,047
    
    
    
    100,659
    
    
    
    7,278,382
 
 Item 6. Exhibits
 Exhibit 10.1
    
    Second Modification of Columbus Bank and Trust Company
Loan Agreement, dated May 9, 2005, filed as exhibit 10.1
to the Companys May 9, 2005 Form 8-KExhibit 31.1
    
    CEO Certification pursuant to Regulation S-X Section 302Exhibit 31.2
    
    CFO Certification pursuant to Regulation S-X Section 302Exhibit 32.1
    
    CEO Certification 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 pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
 42




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 
 Signatures
  BANKATLANTIC BANCORP, INC.
 August
9, 2005
    
    By:
    
    /s/ Alan B. LevanDate
    
    
    
    Alan B. LevanChief Executive Officer/Chairman/PresidentAugust 9, 2005
    
    By:
    
    /s/ James A. WhiteDate
    
    
    
    James A. WhiteExecutive Vice President,Chief Financial Officer
 43