##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 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
    
    65-0507804(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-5000   Not Applicable
 þ o
  o þ o
 o þ
  Outstanding atTitle of Each Class
    
    November 6, 2007Class A Common Stock, par value $0.01 per share
    
    51,324,309Class 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  September 30, 2007
and December 31, 2006   Unaudited
    
    
    3Consolidated Statements of Operations  For the Three and Nine Months
Ended September 30, 2007 and 2006 - Unaudited
    
    
    4Consolidated Statements of Stockholders Equity and Comprehensive Income 
For the Nine Months Ended September 30, 2007 and 2006 - Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Nine Months Ended
September 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
    
    
    17-32Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    33Part II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    33Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 6. Exhibits
    
    
    34Signatures
    
    
    35Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Cetification of CFOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFO




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 September 30,
    
    
    December 31,(In thousands, except share data)
    
    2007
    
    
    2006ASSETSCash and cash equivalents
    
    $
    138,170
    
    
    $
    138,904Securities available for sale and other
financial instruments (at fair value)
    
    
    728,846
    
    
    
    651,316Securities held to maturity, at cost (approximate fair
value:$215,035 and $209,020)
    
    
    214,517
    
    
    
    206,682Investment securities at cost:(approximate fair value $37,306):
    
    
    31,433
    
    
    
    Tax certificates, net of allowance of $3,894 and $3,699
    
    
    204,746
    
    
    
    195,391Federal Home Loan Bank stock, at cost
which approximates fair value
    
    
    74,903
    
    
    
    80,217Loans receivable, net of allowance for loan losses of
$92,358 and $43,602
    
    
    4,580,874
    
    
    
    4,586,607Loans held for sale
    
    
    5,751
    
    
    
    9,313Real estate held for development or sale
    
    
    21,985
    
    
    
    25,333Real estate owned
    
    
    17,159
    
    
    
    21,747Office properties and equipment, net
    
    
    251,445
    
    
    
    219,717Deferred tax asset, net
    
    
    34,639
    
    
    
    13,593Goodwill and other intangibles
    
    
    76,236
    
    
    
    77,324Other assets
    
    
    104,889
    
    
    
    78,755Discontinued operations assets held for sale
    
    
    
    
    
    
    190,763Total assets
    
    $
    6,485,593
    
    
    $
    6,495,662LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing
    
    $
    895,263
    
    
    $
    995,920Interest bearing
    
    
    3,072,714
    
    
    
    2,871,116Total deposits
    
    
    3,967,977
    
    
    
    3,867,036Advances from FHLB
    
    
    1,417,047
    
    
    
    1,517,058Short term borrowings
    
    
    239,837
    
    
    
    133,958Subordinated debentures and bonds payable
    
    
    323,320
    
    
    
    293,189Other liabilities
    
    
    65,523
    
    
    
    64,193Discontinued operations liabilities held for sale
    
    
    
    
    
    
    95,246Total liabilities
    
    
    6,013,704
    
    
    
    5,970,680Commitments and contingenciesStockholders equity:Class A common stock, issued and outstanding
51,168,201 and 56,157,425 shares
    
    
    512
    
    
    
    562Class B common stock, issued and outstanding
4,876,124 and 4,876,124 shares
    
    
    49
    
    
    
    49Additional paid-in capital
    
    
    215,524
    
    
    
    260,460Retained earnings
    
    
    246,357
    
    
    
    265,089Total stockholders equity before accumulated
other comprehensive income (loss)
    
    
    462,442
    
    
    
    526,160Accumulated other comprehensive income (loss)
    
    
    9,447
    
    
    
    (1,178
    )Total stockholders equity
    
    
    471,889
    
    
    
    524,982Total liabilities and stockholders equity
    
    $
    6,485,593
    
    
    $
    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 Nine Months(In thousands, except share and per share data)
    
    Ended September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(As adjusted)
    
    
    
    
    
    
    (As adjusted)Interest income:Interest and fees on loans
    
    $
    80,082
    
    
    $
    80,790
    
    
    $
    239,583
    
    
    $
    231,941Interest and dividends on taxable securities
    
    
    10,976
    
    
    
    10,522
    
    
    
    31,194
    
    
    
    27,913Interest on tax exempt securities
    
    
    3,838
    
    
    
    3,804
    
    
    
    11,434
    
    
    
    11,472Total interest income
    
    
    94,896
    
    
    
    95,116
    
    
    
    282,211
    
    
    
    271,326Interest expense:Interest on deposits
    
    
    22,558
    
    
    
    15,095
    
    
    
    63,033
    
    
    
    41,701Interest on advances from FHLB
    
    
    18,987
    
    
    
    18,509
    
    
    
    55,813
    
    
    
    45,655Interest on short term borrowings
    
    
    2,940
    
    
    
    5,078
    
    
    
    7,505
    
    
    
    12,584Interest on secured borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,401Interest on debentures and bonds payable
    
    
    6,652
    
    
    
    6,521
    
    
    
    18,902
    
    
    
    18,861Capitalized interest on real estate development
    
    
    
    
    
    
    (75
    )
    
    
    
    
    
    
    (844
    )Total interest expense
    
    
    51,137
    
    
    
    45,128
    
    
    
    145,253
    
    
    
    120,358Net interest income
    
    
    43,759
    
    
    
    49,988
    
    
    
    136,958
    
    
    
    150,968Provision for loan losses
    
    
    48,949
    
    
    
    271
    
    
    
    61,327
    
    
    
    414Net interest (loss) income after provision for
loan losses
    
    
    (5,190
    )
    
    
    49,717
    
    
    
    75,631
    
    
    
    150,554Non-interest income:Service charges on deposits
    
    
    25,894
    
    
    
    24,008
    
    
    
    76,297
    
    
    
    64,381Other service charges and fees
    
    
    7,222
    
    
    
    6,779
    
    
    
    21,779
    
    
    
    20,354Securities activities, net
    
    
    1,207
    
    
    
    2,243
    
    
    
    11,575
    
    
    
    7,614Other
    
    
    2,299
    
    
    
    3,178
    
    
    
    9,207
    
    
    
    11,842Total non-interest income
    
    
    36,622
    
    
    
    36,208
    
    
    
    118,858
    
    
    
    104,191Non-interest expense:Employee compensation and benefits
    
    
    34,258
    
    
    
    38,619
    
    
    
    113,256
    
    
    
    112,045Occupancy and equipment
    
    
    16,954
    
    
    
    15,018
    
    
    
    48,825
    
    
    
    41,061Impairment of real estate held for sale
    
    
    3,655
    
    
    
    
    
    
    
    4,711
    
    
    
    Impairment of real estate owned
    
    
    7,233
    
    
    
    
    
    
    
    7,299
    
    
    
    Advertising and promotion
    
    
    4,276
    
    
    
    8,649
    
    
    
    14,343
    
    
    
    24,667Professional fees
    
    
    2,542
    
    
    
    1,968
    
    
    
    5,623
    
    
    
    6,659Check losses
    
    
    3,341
    
    
    
    2,855
    
    
    
    7,929
    
    
    
    5,976Supplies and postage
    
    
    1,159
    
    
    
    1,719
    
    
    
    4,644
    
    
    
    5,117Telecommunication
    
    
    1,286
    
    
    
    1,241
    
    
    
    4,223
    
    
    
    3,552One-time termination benefits
    
    
    
    
    
    
    
    
    
    
    2,553
    
    
    
    Other
    
    
    6,975
    
    
    
    6,438
    
    
    
    20,943
    
    
    
    21,268Total non-interest expense
    
    
    81,679
    
    
    
    76,507
    
    
    
    234,349
    
    
    
    220,345(Loss) income from continuing operations
before income taxes
    
    
    (50,247
    )
    
    
    9,418
    
    
    
    (39,860
    )
    
    
    34,400(Benefit) provision for income taxes
    
    
    (20,637
    )
    
    
    2,052
    
    
    
    (19,774
    )
    
    
    8,569(Loss) income from continuing operations
    
    
    (29,610
    )
    
    
    7,366
    
    
    
    (20,086
    )
    
    
    25,831Discontinued operations, (less applicable
income tax (benefit) provision of
$0, ($3,105) and ($4,124), ($6,220))
    
    
    
    
    
    
    (4,842
    )
    
    
    7,812
    
    
    
    (8,774
    )Net (loss) income
    
    $
    (29,610
    )
    
    $
    2,524
    
    
    $
    (12,274
    )
    
    $
    17,057Basic (loss) earnings per shareContinuing operations
    
    $
    (0.52
    )
    
    $
    0.12
    
    
    $
    (0.34
    )
    
    $
    0.42Discontinued operations
    
    
    
    
    
    
    (0.08
    )
    
    
    0.13
    
    
    
    (0.14
    )Basic (loss) earnings per share
    
    $
    (0.52
    )
    
    $
    0.04
    
    
    $
    (0.21
    )
    
    $
    0.28Diluted (loss) earnings per shareContinuing operations
    
    $
    (0.52
    )
    
    $
    0.12
    
    
    $
    (0.34
    )
    
    $
    0.41Discontinued operations
    
    
    
    
    
    
    (0.08
    )
    
    
    0.13
    
    
    
    (0.14
    )Diluted (loss) earnings per share
    
    $
    (0.52
    )
    
    $
    0.04
    
    
    $
    (0.21
    )
    
    $
    0.27Basic weighted average number of common
shares outstanding
    
    
    56,832,326
    
    
    
    61,045,711
    
    
    
    58,871,702
    
    
    
    61,125,242Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    56,832,326
    
    
    
    62,412,365
    
    
    
    58,871,702
    
    
    
    62,663,606
  4




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 For the Nine Months Ended September 30, 2006 and 2007  Unaudited
 Unearned
    
    
    Accumul-Compen-
    
    
    atedCompre-
    
    
    
    
    
    
    Addi-
    
    
    
    
    
    
    sation
    
    
    Otherhensive
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Restricted
    
    
    Compre-Income
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Stock
    
    
    hensive(In thousands)
    
    (Loss)
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Grants
    
    
    Income (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
    
    $
    17,057
    
    
    
    
    
    
    
    
    
    
    
    17,057
    
    
    
    
    
    
    
    
    
    
    
    17,057Other comprehensive income (loss), net of tax:Unrealized gains on securities available for sale
(less income tax expense of $2,836)
    
    
    4,781Reclassification adjustment for net gain
included in net income (less income tax
expense of $2,937)
    
    
    (4,677
    )Other comprehensive income
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104
    
    
    
    104Comprehensive income
    
    $
    17,161Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,600
    )
    
    
    
    
    
    
    
    
    
    
    (6,600
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (570
    )
    
    
    
    
    
    
    
    
    
    
    (570
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    14
    
    
    
    5,859
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,873Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    3,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,664Retirement of Class A common stock relating to
exercise of stock options
    
    
    
    
    
    
    (5
    )
    
    
    (7,261
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,266
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    3,668
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,668Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (5
    )
    
    
    (7,828
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,833
    )BALANCE, SEPTEMBER 30, 2006
    
    
    
    
    
    $
    611
    
    
    $
    258,887
    
    
    $
    269,267
    
    
    $
    
    
    
    $
    (6,231
    )
    
    $
    522,534BALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    611
    
    
    $
    260,460
    
    
    $
    265,089
    
    
    $
    
    
    
    $
    (1,178
    )
    
    $
    524,982Net loss
    
    $
    (12,274
    )
    
    
    
    
    
    
    
    
    
    
    (12,274
    )
    
    
    
    
    
    
    
    
    
    
    (12,274
    )Other comprehensive income (loss), net of tax:Unrealized gains on securities available for sale
(less income tax expense of $7,781)
    
    
    14,253Reclassification adjustment for net gain
included in net income (less income tax
expense of $1,981)
    
    
    (3,628
    )Other comprehensive income
    
    
    10,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,625
    
    
    
    10,625Comprehensive loss
    
    $
    (1,649
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,558
    )
    
    
    
    
    
    
    
    
    
    
    (6,558
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (600
    )
    
    
    
    
    
    
    
    
    
    
    (600
    )Cumulative effect adjustment upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    
    
    
    
    700Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    4
    
    
    
    2,365
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,369Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,264
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,264Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (54
    )
    
    
    (53,715
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53,769
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    5,150
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,150BALANCE, SEPTEMBER 30, 2007
    
    
    
    
    
    $
    561
    
    
    $
    215,524
    
    
    $
    246,357
    
    
    $
    
    
    
    $
    9,447
    
    
    $
    471,889
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Nine MonthsEnded September 30,(In thousands)
    
    2007
    
    
    2006Net cash provided by operating activities
    
    $
    30,781
    
    
    $
    1,267Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    161,332
    
    
    
    149,232Purchase of investment securities and tax certificates
    
    
    (178,862
    )
    
    
    (182,994
    )Purchase of securities available for sale
    
    
    (238,549
    )
    
    
    (121,619
    )Proceeds from sales and maturities of securities
available for sale
    
    
    241,228
    
    
    
    140,011Purchases of FHLB stock
    
    
    (10,575
    )
    
    
    (41,850
    )Redemption of FHLB stock
    
    
    15,889
    
    
    
    23,914Investments in unconsolidated subsidiaries
    
    
    (5,296
    )
    
    
    (5,444
    )Distributions from unconsolidated subsidiaries
    
    
    7,889
    
    
    
    4,549Net increase in loans
    
    
    (54,802
    )
    
    
    (113,861
    )Improvements to real estate owned
    
    
    (1,963
    )
    
    
    Proceeds from sales of real estate owned
    
    
    1,241
    
    
    
    3,338Net additions to office properties and equipment
    
    
    (48,323
    )
    
    
    (58,786
    )Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    2,628
    
    
    
    Net cash used in investing activities
    
    
    (108,163
    )
    
    
    (203,510
    )Financing activities:Net increase (decrease) in deposits
    
    
    100,941
    
    
    
    (77,218
    )Repayments of FHLB advances
    
    
    (2,530,000
    )
    
    
    (1,826,344
    )Proceeds from FHLB advances
    
    
    2,430,000
    
    
    
    2,230,000Decrease in securities sold under agreements
to repurchase
    
    
    (37,095
    )
    
    
    (24,514
    )Increase (decrease) in federal funds purchased
    
    
    142,974
    
    
    
    (88,040
    )Repayments of secured borrowings
    
    
    
    
    
    
    (26,516
    )Repayment of notes and bonds payable
    
    
    (798
    )
    
    
    (13,900
    )Proceeds from issuance of junior subordinated debentures
    
    
    30,929
    
    
    
    Proceeds from notes payable
    
    
    
    
    
    
    5,000Capital contributions in managed fund by investors
    
    
    
    
    
    
    2,200Excess tax benefits from share-based compensation
    
    
    1,264
    
    
    
    3,664Proceeds from issuance of Class A common stock
    
    
    2,369
    
    
    
    1,324Payment of the minimum withholding tax upon the exercise
of stock options
    
    
    
    
    
    
    (2,717
    )Purchase and retirement of Class A common stock
    
    
    (53,769
    )
    
    
    (7,833
    )Common stock dividends
    
    
    (7,158
    )
    
    
    (7,170
    )Net cash provided by financing activities
    
    
    79,657
    
    
    
    167,936Increase (decrease) in cash and cash equivalents
    
    
    2,275
    
    
    
    (34,307
    )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
    
    $
    138,170
    
    
    $
    135,954
  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
    
    $
    9.35
    
    
    $
    9.38Exercise Price
    
    $
    9.35
    
    
    $
    9.38Interest Rate
    
    
    4.95
    %
    
    
    4.63
    %Dividend Rate
    
    
    1.76
    %
    
    
    1.75
    %Volatility
    
    
    29.63
    %
    
    
    27.80
    %Option Life (years)
    
    
    7.50
    
    
    
    5.00Option Value
    
    $
    3.28
    
    
    $
    2.58Annual Forfeiture Rate
    
    
    3.60
    %
    
    
    0
    %
  Employees
    
    DirectorsStock Price
    
    $
    14.76
    
    
    $
    14.53Exercise Price
    
    $
    14.76
    
    
    $
    14.53Interest Rate
    
    
    5.19
    %
    
    
    4.94
    %Dividend Rate
    
    
    1.03
    %
    
    
    1.05
    %Volatility
    
    
    31.43
    %
    
    
    31.83
    %Option Life (years)
    
    
    7.50
    
    
    
    5.00Option Value
    
    $
    6.02
    
    
    $
    4.84Annual Forfeiture Rate
    
    
    3.00
    %
    
    
    0
    %
  Outstanding at December 31, 2005
    
    
    6,039,253Exercised
    
    
    (1,422,261
    )Forfeited
    
    
    (201,839
    )Issued
    
    
    951,268Outstanding at September 30, 2006
    
    
    5,366,421Outstanding at December 31, 2006
    
    
    5,238,905Exercised
    
    
    (415,827
    )Forfeited or expired
    
    
    (358,938
    )Issued
    
    
    981,247Outstanding at September 30, 2007
    
    
    5,445,387Exercisable at September 30, 2007
    
    
    1,748,845
 For the Nine MonthsEnded September 30,2007
    
    2006Weighted average exercise price of options
outstanding
    
    $
    11.16
    
    
    $
    11.22Weighted average exercise price of options exercised
    
    $
    5.69
    
    
    $
    4.13Weighted average price of options forfeited or expired
    
    $
    14.36
    
    
    $
    14.14
  8




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 3. Discontinued Operations and Merger
    Consideration received: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 Nine
    
    
    For the Three
    
    
    For the NineMonths Ended
    
    
    Months Ended
    
    
    Months EndedSeptember 30, 2007
    
    
    September 30, 2006
    
    
    September 30, 2006Investment banking revenue
    
    $
    37,836
    
    
    $
    49,061
    
    
    $
    163,233Expenses:Employee compensation and
benefits
    
    
    27,532
    
    
    
    40,943
    
    
    
    127,731Occupancy and equipment
    
    
    2,984
    
    
    
    4,369
    
    
    
    12,167Advertising and promotion
    
    
    740
    
    
    
    1,479
    
    
    
    4,372Merger related costs (1)
    
    
    14,263
    
    
    
    
    
    
    
    Professional fees
    
    
    1,106
    
    
    
    2,888
    
    
    
    6,744Communications
    
    
    2,255
    
    
    
    3,472
    
    
    
    11,356Floor broker and clearing fees
    
    
    1,162
    
    
    
    1,823
    
    
    
    6,684Interest expense
    
    
    985
    
    
    
    1,436
    
    
    
    4,571Other
    
    
    1,086
    
    
    
    598
    
    
    
    4,602Total expenses
    
    
    52,113
    
    
    
    57,008
    
    
    
    178,227Loss from Ryan Beck
discontinued
operations before income taxes
    
    
    (14,277
    )
    
    
    (7,947
    )
    
    
    (14,994
    )Income tax benefit
    
    
    (5,716
    )
    
    
    (3,105
    )
    
    
    (6,220
    )Loss from Ryan Beck
discontinued
operations, net of tax
    
    $
    (8,561
    )
    
    $
    (4,842
    )
    
    $
    (8,774
    )
 
 (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
    
    
    (1,923
    )Balance at September 30, 2007
    
    $
    394
 5. Accounting for Income Taxes
   10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   6. Loans Receivable
  September 30,
    
    
    December 31,2007
    
    
    2006Real estate loans:Residential (1-4 family)
    
    $
    2,217,305
    
    
    $
    2,150,626Construction and development
    
    
    459,053
    
    
    
    475,041Commercial
    
    
    881,466
    
    
    
    972,905Small business
    
    
    203,559
    
    
    
    186,833Other loans:Home equity
    
    
    647,481
    
    
    
    562,318Commercial business
    
    
    136,950
    
    
    
    157,109Small business  non-mortgage
    
    
    99,932
    
    
    
    98,225Consumer loans
    
    
    14,990
    
    
    
    17,406Deposit overdrafts
    
    
    9,252
    
    
    
    8,440Total gross loans
    
    
    4,669,988
    
    
    
    4,628,903Adjustments:Premiums, discounts and net deferred fees
    
    
    3,244
    
    
    
    1,306Allowance for loan losses
    
    
    (92,358
    )
    
    
    (43,602
    )Loans receivable  net
    
    $
    4,580,874
    
    
    $
    4,586,607
  Allowance for Loan Losses (in thousands):
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    54,754
    
    
    $
    42,012
    
    
    $
    43,602
    
    
    $
    41,192Loans charged-off
    
    
    (11,717
    )
    
    
    (436
    )
    
    
    (14,641
    )
    
    
    (1,152
    )Recoveries of loans
previously charged-off
    
    
    372
    
    
    
    670
    
    
    
    2,070
    
    
    
    2,063Net (charge-offs) recoveries
    
    
    (11,345
    )
    
    
    234
    
    
    
    (12,571
    )
    
    
    911Provision for loan losses
    
    
    48,949
    
    
    
    271
    
    
    
    61,327
    
    
    
    414Balance, end of period
    
    $
    92,358
    
    
    $
    42,517
    
    
    $
    92,358
    
    
    $
    42,517
 11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  September 30, 2007
    
    
    December 31, 2006Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Reserves
    
    
    Investment
    
    
    ReservesImpaired loans with specific reserves
    
    $
    105,102
    
    
    $
    27,885
    
    
    $
    325
    
    
    $
    162Impaired loans without specific reserves
    
    
    67,575
    
    
    
    
    
    
    
    10,319
    
    
    
    Total
    
    $
    172,677
    
    
    $
    27,885
    
    
    $
    10,644
    
    
    $
    162
  7. Related Parties
    For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Non-interest income:Other  office facilities
    
    $
    55
    
    
    $
    112
    
    
    $
    187
    
    
    $
    316Non-interest expense:Employee compensation
benefits
    
    
    (54
    )
    
    
    (61
    )
    
    
    (159
    )
    
    
    (183
    )Other  back-office support
    
    
    (327
    )
    
    
    (176
    )
    
    
    (1,078
    )
    
    
    (713
    )Net effect of affiliate
transactions
before income taxes
    
    $
    (326
    )
    
    $
    (125
    )
    
    $
    (1,050
    )
    
    $
    (580
    )
  12




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    282,005
    
    
    $
    9.84Options nonvested
    
    
    154,587
    
    
    $
    12.32
   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)
    
    $
    49,235
    
    
    $
    (5,476
    )
    
    $
    
    
    
    $
    43,759Provision for loan losses
    
    
    (48,949
    )
    
    
    
    
    
    
    
    
    
    
    (48,949
    )Non-interest income
    
    
    35,861
    
    
    
    972
    
    
    
    (211
    )
    
    
    36,622Non-interest expense
    
    
    (81,495
    )
    
    
    (395
    )
    
    
    211
    
    
    
    (81,679
    )Segments losses
before income taxes
    
    
    (45,348
    )
    
    
    (4,899
    )
    
    
    
    
    
    
    (50,247
    )Benefit for income taxes
    
    
    18,236
    
    
    
    2,401
    
    
    
    
    
    
    
    20,637Segment net loss
    
    $
    (27,112
    )
    
    $
    (2,498
    )
    
    $
    
    
    
    $
    (29,610
    )Total assets
    
    $
    6,274,102
    
    
    $
    769,691
    
    
    $
    (558,200
    )
    
    $
    6,485,5932006Net interest income (expense)
    
    $
    55,106
    
    
    $
    (5,118
    )
    
    $
    
    
    
    $
    49,988Provision for loan losses
    
    
    (271
    )
    
    
    
    
    
    
    
    
    
    
    (271
    )Non-interest income
    
    
    33,709
    
    
    
    2,509
    
    
    
    (10
    )
    
    
    36,208Non-interest expense
    
    
    (74,907
    )
    
    
    (1,610
    )
    
    
    10
    
    
    
    (76,507
    )Segments profits and losses
before income taxes
    
    
    13,637
    
    
    
    (4,219
    )
    
    
    
    
    
    
    9,418(Provision) benefit for
income taxes
    
    
    (3,800
    )
    
    
    1,748
    
    
    
    
    
    
    
    (2,052
    )Segment net income (loss)
    
    $
    9,837
    
    
    $
    (2,471
    )
    
    $
    
    
    
    $
    7,366Total assets
    
    $
    6,183,034
    
    
    $
    791,933
    
    
    $
    (404,747
    )
    
    $
    6,570,220
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Nine Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2007Net interest income (expense)
    
    $
    152,219
    
    
    $
    (15,261
    )
    
    $
    
    
    
    $
    136,958Provision for loan losses
    
    
    (61,327
    )
    
    
    
    
    
    
    
    
    
    
    (61,327
    )Non-interest income
    
    
    107,594
    
    
    
    11,931
    
    
    
    (667
    )
    
    
    118,858Non-interest expense
    
    
    (231,789
    )
    
    
    (3,227
    )
    
    
    667
    
    
    
    (234,349
    )Segments losses
before income taxes
    
    
    (33,303
    )
    
    
    (6,557
    )
    
    
    
    
    
    
    (39,860
    )Benefit for income taxes
    
    
    17,235
    
    
    
    2,539
    
    
    
    
    
    
    
    19,774Segment net loss
    
    $
    (16,068
    )
    
    $
    (4,018
    )
    
    $
    
    
    
    $
    (20,086
    )2006Net interest income (expense)
    
    $
    165,502
    
    
    $
    (14,534
    )
    
    $
    
    
    
    $
    150,968Provision for loan losses
    
    
    (414
    )
    
    
    
    
    
    
    
    
    
    
    (414
    )Non-interest income
    
    
    95,676
    
    
    
    8,545
    
    
    
    (30
    )
    
    
    104,191Non-interest expense
    
    
    (214,965
    )
    
    
    (5,410
    )
    
    
    30
    
    
    
    (220,345
    )Segments profits and losses
before income taxes
    
    
    45,799
    
    
    
    (11,399
    )
    
    
    
    
    
    
    34,400(Provision) benefit for
income taxes
    
    
    (13,093
    )
    
    
    4,524
    
    
    
    
    
    
    
    (8,569
    )Segment net income (loss)
    
    $
    32,706
    
    
    $
    (6,875
    )
    
    $
    
    
    
    $
    25,831
 14




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 9. Financial Instruments with Off-balance Sheet Risk
  September 30,
    
    December 31,2007
    
    2006Commitments to sell fixed rate residential loans
    
    $
    20,260
    
    
    
    30,696Commitments to sell variable rate residential loans
    
    
    1,526
    
    
    
    2,921Commitments to purchase variable rate residential
loans
    
    
    1,895
    
    
    
    12,000Commitments to purchase commercial loans
    
    
    28,300
    
    
    
    57,525Commitments to originate loans held for sale
    
    
    17,916
    
    
    
    26,346Commitments to originate loans held to maturity
    
    
    185,644
    
    
    
    223,060Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    1,056,346
    
    
    
    890,036Commitments to purchase branch facilities land
    
    
    4,771
    
    
    
    11,180Standby letters of credit
    
    
    49,813
    
    
    
    67,831Commercial lines of credit
    
    
    113,617
    
    
    
    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 Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic (loss) earnings per share:Numerator:(Loss) income from continuing operations
    
    $
    (29,610
    )
    
    $
    7,366
    
    
    $
    (20,086
    )
    
    $
    25,831Discontinued operations
    
    
    
    
    
    
    (4,842
    )
    
    
    7,812
    
    
    
    (8,774
    )Net (loss) income
    
    $
    (29,610
    )
    
    $
    2,524
    
    
    $
    (12,274
    )
    
    $
    17,057Denominator:Basic weighted average number of
common shares outstanding
    
    
    56,832,326
    
    
    
    61,045,711
    
    
    
    58,871,702
    
    
    
    61,125,242Basic (loss) earnings per share from:Continuing operations
    
    $
    (0.52
    )
    
    $
    0.12
    
    
    $
    (0.34
    )
    
    $
    0.42Discontinued operations
    
    
    
    
    
    
    (0.08
    )
    
    
    0.13
    
    
    
    (0.14
    )Basic (loss) earnings per share
    
    $
    (0.52
    )
    
    $
    0.04
    
    
    $
    (0.21
    )
    
    $
    0.28Diluted (loss) earnings per shareNumerator:(Loss) income from continuing operations
    
    $
    (29,610
    )
    
    $
    7,366
    
    
    $
    (20,086
    )
    
    $
    25,831Discontinued operations
    
    
    
    
    
    
    (4,842
    )
    
    
    7,812
    
    
    
    (8,774
    )Net (loss) income
    
    $
    (29,610
    )
    
    $
    2,524
    
    
    $
    (12,274
    )
    
    $
    17,057Denominator:Basic weighted average number of
common shares outstanding
    
    
    56,832,326
    
    
    
    61,045,711
    
    
    
    58,871,702
    
    
    
    61,125,242Stock-based compensation
    
    
    
    
    
    
    1,366,654
    
    
    
    
    
    
    
    1,538,364Diluted weighted average shares
outstanding
    
    
    56,832,326
    
    
    
    62,412,365
    
    
    
    58,871,702
    
    
    
    62,663,606Diluted (loss) earnings per share from:Continuing operations
    
    $
    (0.52
    )
    
    $
    0.12
    
    
    $
    (0.34
    )
    
    $
    0.41Discontinued operations
    
    
    
    
    
    
    (0.08
    )
    
    
    0.13
    
    
    
    (0.14
    )Diluted (loss) earnings per share
    
    $
    (0.52
    )
    
    $
    0.04
    
    
    $
    (0.21
    )
    
    $
    0.27Cash dividends per share:Class A share
    
    $
    0.0412
    
    
    $
    0.0410
    
    
    $
    0.1232
    
    
    $
    0.1170Class B share
    
    $
    0.0412
    
    
    $
    0.0410
    
    
    $
    0.1232
    
    
    $
    0.1170
  11. New Accounting Pronouncements
   16




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  12. Subsequent Event
   
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Critical Accounting Policies
  Accounting for Uncertain Tax Positions
  Impaired and Non-accrual Loans
  18




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries


Consolidated Results of Operations
  For the Three Months Ended September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    ChangeBankAtlantic
    
    $
    (27,112
    )
    
    $
    9,837
    
    
    $
    (36,949
    )Parent Company
    
    
    (2,498
    )
    
    
    (2,471
    )
    
    
    (27
    )Net (loss) income
    
    $
    (29,610
    )
    
    $
    7,366
    
    
    $
    (36,976
    )
 For the Three Months Ended September 30, 2007 Compared to the Same 2006 Period:
   For the Nine Months Ended September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    ChangeBankAtlantic
    
    $
    (16,068
    )
    
    $
    32,706
    
    
    $
    (48,774
    )Parent Company
    
    
    (4,018
    )
    
    
    (6,875
    )
    
    
    2,857Segment net (loss) income
    
    $
    (20,086
    )
    
    $
    25,831
    
    
    $
    (45,917
    )
 19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Nine Months Ended September 30, 2007 Compared to the Same 2006 Period:
  BankAtlantic Results of Operations
 Net interest income
 For the Three Months EndedSeptember 30, 2007
    
    
    September 30, 2006(in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,693,078
    
    
    $
    80,082
    
    
    
    6.83
    
    
    $
    4,611,329
    
    
    $
    80,790
    
    
    
    7.01Investments  tax exempt
    
    
    390,906
    
    
    
    5,765
    (1)
    
    
    5.90
    
    
    
    397,436
    
    
    
    5,807
    (1)
    
    
    5.84Investments  taxable
    
    
    666,208
    
    
    
    10,580
    
    
    
    6.35
    
    
    
    660,785
    
    
    
    9,993
    
    
    
    6.05Total interest earning assets
    
    
    5,750,192
    
    
    
    96,427
    
    
    
    6.71
    %
    
    
    5,669,550
    
    
    
    96,590
    
    
    
    6.81
    %Goodwill and core deposit intangibles
    
    
    76,419
    
    
    
    
    
    
    
    
    
    
    
    77,913Other non-interest earning assets
    
    
    444,357
    
    
    
    
    
    
    
    
    
    
    
    371,752Total Assets
    
    $
    6,270,968
    
    
    
    
    
    
    
    
    
    
    $
    6,119,215Deposits:Savings
    
    $
    611,862
    
    
    
    3,642
    
    
    
    2.36
    %
    
    $
    367,829
    
    
    
    721
    
    
    
    0.78
    %NOW
    
    
    792,462
    
    
    
    2,356
    
    
    
    1.18
    
    
    
    727,517
    
    
    
    1,149
    
    
    
    0.63Money market
    
    
    660,925
    
    
    
    4,881
    
    
    
    2.93
    
    
    
    733,058
    
    
    
    4,019
    
    
    
    2.18Certificates of deposit
    
    
    996,415
    
    
    
    11,679
    
    
    
    4.65
    
    
    
    858,688
    
    
    
    9,206
    
    
    
    4.25Total interest bearing deposits
    
    
    3,061,664
    
    
    
    22,558
    
    
    
    2.92
    
    
    
    2,687,092
    
    
    
    15,095
    
    
    
    2.23Short-term borrowed funds
    
    
    229,366
    
    
    
    2,998
    
    
    
    5.19
    
    
    
    378,063
    
    
    
    5,117
    
    
    
    5.37Advances from FHLB
    
    
    1,398,245
    
    
    
    18,987
    
    
    
    5.39
    
    
    
    1,354,944
    
    
    
    18,509
    
    
    
    5.42Long-term debt
    
    
    29,106
    
    
    
    631
    
    
    
    8.61
    
    
    
    37,283
    
    
    
    805
    
    
    
    8.57Total interest bearing liabilities
    
    
    4,718,381
    
    
    
    45,174
    
    
    
    3.80
    
    
    
    4,457,382
    
    
    
    39,526
    
    
    
    3.52Demand deposits
    
    
    922,452
    
    
    
    
    
    
    
    
    
    
    
    1,043,574Non-interest bearing other liabilities
    
    
    54,210
    
    
    
    
    
    
    
    
    
    
    
    53,567Total Liabilities
    
    
    5,695,043
    
    
    
    
    
    
    
    
    
    
    
    5,554,523Stockholders equity
    
    
    575,925
    
    
    
    
    
    
    
    
    
    
    
    564,692Total liabilities and stockholders
equity
    
    $
    6,270,968
    
    
    
    
    
    
    
    
    
    
    $
    6,119,215Net tax equivalent interest income/
net interest spread
    
    
    
    
    
    $
    51,253
    
    
    
    2.91
    %
    
    
    
    
    
    $
    57,064
    
    
    
    3.29
    %Tax equivalent adjustment
    
    
    
    
    
    
    (2,018
    )
    
    
    
    
    
    
    
    
    
    
    (2,032
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75Net interest income
    
    
    
    
    
    $
    49,235
    
    
    
    
    
    
    
    
    
    
    $
    55,107MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    6.71
    %
    
    
    
    
    
    
    
    
    
    
    6.81
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    3.12
    
    
    
    
    
    
    
    
    
    
    
    2.77Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.59
    %
    
    
    
    
    
    
    
    
    
    
    4.04
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. For the Three Months Ended September 30, 2007 Compared to the Same 2006 Period:
  20




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BankAtlantic Bancorp, Inc. and Subsidiaries
        21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Nine Months EndedSeptember 30, 2007
    
    
    September 30, 2006Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/( in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,673,985
    
    
    
    239,583
    
    
    
    6.83
    
    
    $
    4,566,748
    
    
    
    231,941
    
    
    
    6.77Investments  tax exempt
    
    
    395,218
    
    
    
    17,412
    (1)
    
    
    5.87
    
    
    
    396,348
    
    
    
    17,355
    (1)
    
    
    5.84Investments  taxable
    
    
    633,499
    
    
    
    29,782
    
    
    
    6.27
    
    
    
    610,894
    
    
    
    26,422
    
    
    
    5.77Total interest earning assets
    
    
    5,702,702
    
    
    
    286,777
    
    
    
    6.71
    %
    
    
    5,573,990
    
    
    
    275,718
    
    
    
    6.60
    %Goodwill and core deposit intangibles
    
    
    76,778
    
    
    
    
    
    
    
    
    
    
    
    78,300Other non-interest earning assets
    
    
    435,863
    
    
    
    
    
    
    
    
    
    
    
    364,851Total Assets
    
    $
    6,215,343
    
    
    
    
    
    
    
    
    
    
    $
    6,017,141Deposits:Savings
    
    $
    582,714
    
    
    
    9,613
    
    
    
    2.21
    %
    
    $
    354,765
    
    
    
    1,557
    
    
    
    0.59
    %NOW
    
    
    781,911
    
    
    
    5,616
    
    
    
    0.96
    
    
    
    750,771
    
    
    
    3,106
    
    
    
    0.55Money market
    
    
    662,990
    
    
    
    13,608
    
    
    
    2.74
    
    
    
    775,833
    
    
    
    11,977
    
    
    
    2.06Certificates of deposit
    
    
    983,990
    
    
    
    34,196
    
    
    
    4.65
    
    
    
    849,011
    
    
    
    25,061
    
    
    
    3.95Total deposits
    
    
    3,011,605
    
    
    
    63,033
    
    
    
    2.80
    
    
    
    2,730,380
    
    
    
    41,701
    
    
    
    2.04Short-term borrowed funds
    
    
    196,953
    
    
    
    7,722
    
    
    
    5.24
    
    
    
    342,413
    
    
    
    12,760
    
    
    
    4.98Advances from FHLB
    
    
    1,382,768
    
    
    
    55,813
    
    
    
    5.40
    
    
    
    1,177,389
    
    
    
    45,655
    
    
    
    5.18Secured borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,306
    
    
    
    2,401
    
    
    
    7.75Long-term debt
    
    
    29,369
    
    
    
    1,896
    
    
    
    8.64
    
    
    
    37,253
    
    
    
    2,469
    
    
    
    8.86Total interest bearing liabilities
    
    
    4,620,695
    
    
    
    128,464
    
    
    
    3.72
    
    
    
    4,328,741
    
    
    
    104,986
    
    
    
    3.24Demand deposits
    
    
    966,898
    
    
    
    
    
    
    
    
    
    
    
    1,072,867Non-interest bearing other liabilities
    
    
    53,738
    
    
    
    
    
    
    
    
    
    
    
    58,383Total Liabilities
    
    
    5,641,331
    
    
    
    
    
    
    
    
    
    
    
    5,459,991Stockholders equity
    
    
    574,012
    
    
    
    
    
    
    
    
    
    
    
    557,150Total liabilities and stockholders
equity
    
    $
    6,215,343
    
    
    
    
    
    
    
    
    
    
    $
    6,017,141Net interest income/net
interest spread
    
    
    
    
    
    $
    158,313
    
    
    
    2.99
    %
    
    
    
    
    
    $
    170,732
    
    
    
    3.35
    %Tax equivalent adjustment
    
    
    
    
    
    
    (6,094
    )
    
    
    
    
    
    
    
    
    
    
    (6,074
    )Capitalized interest from
real estate operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    844Net interest income
    
    
    
    
    
    
    152,219
    
    
    
    
    
    
    
    
    
    
    
    165,502MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    6.71
    %
    
    
    
    
    
    
    
    
    
    
    6.60
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    3.01
    
    
    
    
    
    
    
    
    
    
    
    2.52Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.70
    %
    
    
    
    
    
    
    
    
    
    
    4.08
    %Net interest margin (tax equivalent)
excluding secured borrowings
    
    
    
    
    
    
    
    
    
    
    3.70
    %
    
    
    
    
    
    
    
    
    
    
    4.11
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. For the Nine Months Ended September 30, 2007 Compared to the Same 2006 Period:
   22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Provision for Loan Losses
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    54,754
    
    
    $
    42,012
    
    
    $
    43,602
    
    
    $
    41,192Loans charged-off
    
    
    (11,717
    )
    
    
    (436
    )
    
    
    (14,641
    )
    
    
    (1,152
    )Recoveries of loans previously
charged-off
    
    
    372
    
    
    
    670
    
    
    
    2,070
    
    
    
    2,063Net (charge-offs) recoveries
    
    
    (11,345
    )
    
    
    234
    
    
    
    (12,571
    )
    
    
    911Provision for loan losses
    
    
    48,949
    
    
    
    271
    
    
    
    61,327
    
    
    
    414Balance, end of period
    
    $
    92,358
    
    
    $
    42,517
    
    
    $
    92,358
    
    
    $
    42,517
    23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
     24




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  September 30,
    
    
    December 31,(in thousands)
    
    2007
    
    
    2006NONPERFORMING ASSETSNon-accrual:Tax certificates
    
    $
    1,140
    
    
    $
    632LoansCommercial real estate
    
    
    156,300
    
    
    
    Residential
    
    
    5,332
    
    
    
    2,629Small business
    
    
    532
    
    
    
    244Consumer
    
    
    3,205
    
    
    
    1,563Total loans
    
    
    165,369
    
    
    
    4,436Total non-accrual
    
    
    166,509
    
    
    
    5,068Repossessed assets:Real estate owned
    
    
    17,159
    
    
    
    21,747Total nonperforming assets, net
    
    $
    183,668
    
    
    $
    26,815AllowancesAllowance for loan losses
    
    $
    92,358
    
    
    $
    43,602Allowance for tax certificate losses
    
    
    3,894
    
    
    
    3,699Total allowances
    
    $
    96,252
    
    
    $
    47,301POTENTIAL PROBLEM LOANSContractually past due 90 days or more
    
    $
    44
    
    
    $
    Performing impaired loans
    
    
    269
    
    
    
    162Troubled debt restructured loans
    
    
    7,039
    
    
    
    TOTAL POTENTIAL PROBLEM LOANS
    
    $
    7,352
    
    
    $
    162
     25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantics Non-Interest Income
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeService charges on deposits
    
    $
    25,894
    
    
    
    24,008
    
    
    $
    1,886
    
    
    $
    76,297
    
    
    $
    64,381
    
    
    
    11,916Other service charges and fees
    
    
    7,222
    
    
    $
    6,779
    
    
    
    443
    
    
    
    21,779
    
    
    
    20,354
    
    
    $
    1,425Securities activities, net
    
    
    613
    
    
    
    
    
    
    
    613
    
    
    
    1,446
    
    
    
    457
    
    
    
    989Gain associated with
debt redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,528
    
    
    
    (1,528
    )(Loss) gain on the sale of
office
properties, net
    
    
    (362
    )
    
    
    (3
    )
    
    
    (359
    )
    
    
    (557
    )
    
    
    1,775
    
    
    
    (2,332
    )Other
    
    
    2,494
    
    
    
    2,925
    
    
    
    (431
    )
    
    
    8,629
    
    
    
    7,181
    
    
    
    1,448Non-interest income
    
    $
    35,861
    
    
    $
    33,709
    
    
    $
    2,152
    
    
    $
    107,594
    
    
    $
    95,676
    
    
    $
    11,918
       26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantics Non-Interest Expense
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeEmployee compensation
and benefits
    
    $
    34,244
    
    
    $
    37,512
    
    
    $
    (3,268
    )
    
    $
    111,536
    
    
    $
    108,390
    
    
    $
    3,146Occupancy and equipment
    
    
    16,951
    
    
    
    15,015
    
    
    
    1,936
    
    
    
    48,817
    
    
    
    41,049
    
    
    
    7,768Advertising and promotion
    
    
    4,221
    
    
    
    8,599
    
    
    
    (4,378
    )
    
    
    14,088
    
    
    
    24,328
    
    
    
    (10,240
    )Impairment of real estate
held for sale
    
    
    3,655
    
    
    
    
    
    
    
    3,655
    
    
    
    4,711
    
    
    
    
    
    
    
    4,711Impairment of real estate
owned
    
    
    7,233
    
    
    
    
    
    
    
    7,233
    
    
    
    7,299
    
    
    
    
    
    
    
    7,299Professional fees
    
    
    2,444
    
    
    
    1,756
    
    
    
    688
    
    
    
    5,297
    
    
    
    6,076
    
    
    
    (779
    )Cost associated with
debt redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,457
    
    
    
    (1,457
    )Check losses
    
    
    3,341
    
    
    
    2,855
    
    
    
    486
    
    
    
    7,929
    
    
    
    5,976
    
    
    
    1,953Supplies and postage
    
    
    1,158
    
    
    
    1,716
    
    
    
    (558
    )
    
    
    4,637
    
    
    
    5,098
    
    
    
    (461
    )Telecommunication
    
    
    1,283
    
    
    
    1,238
    
    
    
    45
    
    
    
    4,211
    
    
    
    3,544
    
    
    
    667One-time termination benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,553
    
    
    
    
    
    
    
    2,553Other
    
    
    6,965
    
    
    
    6,216
    
    
    
    749
    
    
    
    20,711
    
    
    
    19,047
    
    
    
    1,664Non-interest expense
    
    $
    81,495
    
    
    $
    74,907
    
    
    $
    6,588
    
    
    $
    231,789
    
    
    $
    214,965
    
    
    $
    16,824
     27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
       BankAtlantics Provision for Income Taxes
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(Loss) income before
income taxes
    
    $
    (45,348
    )
    
    $
    13,639
    
    
    $
    (58,987
    )
    
    $
    (33,303
    )
    
    $
    45,798
    
    
    $
    (79,101
    )(Benefit) provision for
income taxes
    
    
    (18,236
    )
    
    
    3,801
    
    
    
    (22,037
    )
    
    
    (17,235
    )
    
    
    13,094
    
    
    
    (30,329
    )Net (loss) income
    
    $
    (27,112
    )
    
    $
    9,838
    
    
    $
    (36,950
    )
    
    $
    (16,068
    )
    
    $
    32,704
    
    
    $
    (48,772
    )Effective tax rate
    
    
    40.21
    %
    
    
    27.87
    %
    
    
    12.34
    %
    
    
    51.75
    %
    
    
    28.59
    %
    
    
    23.16
    %
  28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Parent Company Results of Operations
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeNet interest expense
    
    $
    (5,476
    )
    
    $
    (5,118
    )
    
    $
    (358
    )
    
    $
    (15,261
    )
    
    $
    (14,534
    )
    
    $
    (727
    )Non-interest income
    
    
    972
    
    
    
    2,509
    
    
    
    (1,537
    )
    
    
    11,931
    
    
    
    8,545
    
    
    
    3,386Non-interest expense
    
    
    395
    
    
    
    1,610
    
    
    
    (1,215
    )
    
    
    3,227
    
    
    
    5,410
    
    
    
    (2,183
    )Loss before income
taxes
    
    
    (4,899
    )
    
    
    (4,219
    )
    
    
    (680
    )
    
    
    (6,557
    )
    
    
    (11,399
    )
    
    
    4,842Income tax benefit
    
    
    (2,401
    )
    
    
    (1,748
    )
    
    
    (653
    )
    
    
    (2,539
    )
    
    
    (4,524
    )
    
    
    1,985Parent company loss
    
    $
    (2,498
    )
    
    $
    (2,471
    )
    
    $
    (27

    )
    
    $
    (4,018
    )
    
    $
    (6,875
    )
    
    $
    2,857
    BankAtlantic Bancorp Consolidated Financial Condition
  
    
    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 tax exempt securities, and the sale of Parent Company equity 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 acquisitions of tax liens;
    
    Lower investment in FHLB stock related to repayments of FHLB advances;
    
    Decrease in loan receivable balances associated with a $48.8 million increase in the
allowance for loan losses and lower commercial loan balances partially offset by higher
purchased residential, small business and home equity loan balances;
    
    Decline in real estate held for development and sale due to recognition of a $4.7
million impairment on a real estate project acquired in connection with a financial
institution acquisition;
    
    Decline in real estate owned resulting from a $7.2 million impairment on one
residential development property that was repossessed during the fourth quarter of 2006;
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BankAtlantic Bancorp, Inc. and Subsidiaries
 
    
    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 real estate impairments;
    
    Increase in other assets associated with the sale of securities pending settlement;
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 higher interest rate environment and
competition;
    
    Higher interest-bearing deposit balances primarily associated with increased high
yield savings, checking and certificates of deposit balances primarily reflecting
transfers of customer deposit balances to higher yielding products;
    
    Decrease in FHLB advances due to deposit growth;
    
    Increase in short-term borrowings to fund growth in non-earning assets;
    
    Increase in subordinated debentures and bonds payable primarily associated with the
Parent Companys issuance of $31 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
     30




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BankAtlantic Bancorp, Inc. and Subsidiaries
    BankAtlantic Liquidity and Capital Resources
       31




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BankAtlantic Bancorp, Inc. and Subsidiaries
   Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt September 30, 2007:Total risk-based capital
    
    $
    521,578
    
    
    
    11.93
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    $
    444,763
    
    
    
    10.17
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    444,763
    
    
    
    7.20
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    444,763
    
    
    
    7.20
    %
    
    
    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 and Contractual Obligations as of September 30, 2007
 Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5(in thousands)
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    


    yearsContractual ObligationsTime deposits
    
    $
    1,002,197
    
    
    $
    843,047
    
    
    $
    125,141
    
    
    $
    33,957
    
    
    $
    52Long-term debt
    
    
    323,320
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    323,320Advances from FHLB (1)
    
    
    1,417,047
    
    
    
    1,235,047
    
    
    
    152,000
    
    
    
    30,000
    
    
    
    Operating lease obligations
    
    
    147,772
    
    
    
    2,356
    
    
    
    21,995
    
    
    
    18,365
    
    
    
    105,056Pension obligation
    
    
    14,336
    
    
    
    938
    
    
    
    2,220
    
    
    
    2,848
    
    
    
    8,330Other obligations
    
    
    37,329
    
    
    
    12,210
    
    
    
    10,869
    
    
    
    6,250
    
    
    
    8,000Total contractual cash
obligations
    
    $
    2,942,001
    
    
    $
    2,093,598
    
    
    $
    312,225
    
    
    $
    91,420
    
    
    $
    444,758
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
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BankAtlantic Bancorp, Inc. and Subsidiaries
   
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 Item 1. Legal Proceedings
 Joseph C. Hubbard, individually and on behalf of all others similarly situated, vs.
BankAtlantic Bancorp, Inc., James A. White, Valerie C. Toalson, Jarrett S. Levan and Alan B. Levan
  
 Item 1A. Risk Factors.
  33




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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)
    
    
    ProgramsJuly 1, 2007 through
July 31, 2007
    
    
    434,000
    
    
    $
    8.65
    
    
    
    434,000
    
    
    
    1,636,026August 1, 2007 through
August 31, 2007
    
    
    1,636,026
    
    
    
    8.30
    
    
    
    1,636,026
    
    
    
    September 1, 2007
through
September 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000,000Total
    
    
    2,070,026
    
    
    $
    8.37
    
    
    
    2,070,026
    
    
    
    6,000,000
 
 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 and during
August 2007 the Company repurchased the remaining shares available for repurchase under
this program. On September 11, 2007 the Companys Board of Directors approved the
repurchase of an additional 6 million shares of Class A common stock. 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 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
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BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.November 9, 2007
    
    
    
    By:
    
    /s/ Alan B. LevanDate
    
    
    
    
    
    Alan B. LevanChief Executive Officer/Chairman
of the BoardNovember 9, 2007

Date
    
    
    
    By:
    
    /s/ Valerie C. Toalson

Valerie C. ToalsonExecutive Vice President,
Chief Financial Officer
 35