##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 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 
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
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 o þ
  Outstanding atTitle of Each Class
    
    May 4, 2007Class A Common Stock, par value $0.01 per share
    
    
    55,240,604Class B Common Stock, par value $0.01 per share
    
    
    4,876,124




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##### 



TABLE OF CONTENTS
  
 Part I.
    
    FINANCIAL INFORMATIONPageReferenceItem 1.
    
    Financial Statements
    
    
    1-15Consolidated Statements
of Financial Condition  March 31, 2007 and
December 31, 2006  Unaudited
    
    
    3Consolidated Statements of Operations  For the Three Months Ended March 31, 2007 and 2006  Unaudited
    
    
    4Consolidated Statements of Stockholders Equity and Comprehensive Income  For the Three Months Ended March 31, 2007 and 2006  Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Three Months Ended March 31, 2007 and 2006  Unaudited
    
    
    6Notes to Consolidated Financial Statements  Unaudited
    
    
    7-15Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15-24Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    25Part II.
    
    OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    25Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 6.
    
    Exhibits
    
    
    26Signatures
    
    
    27EX-10.1 Executive VP Termination AgreementEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO
  2




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED
 March 31,
    
    
    December 31,(In thousands, except share data)
    
    2007
    
    
    2006ASSETSCash and cash equivalents
    
    $
    130,184
    
    
    $
    138,904Securities available for sale and
financial instruments (at fair value)
    
    
    675,544
    
    
    
    651,316Investment securities at cost (approximate fair value:$270,617 and $209,020)
    
    
    273,040
    
    
    
    206,682Tax certificates, net of allowance of $3,782 and $3,699
    
    
    157,062
    
    
    
    195,391Federal Home Loan Bank stock, at cost
    
    
    69,503
    
    
    
    80,217Loans receivable, net of allowance for loan losses of
$50,373 and $43,602
    
    
    4,616,549
    
    
    
    4,586,607Loans held for sale
    
    
    6,235
    
    
    
    9,313Real estate held for development or sale
    
    
    27,031
    
    
    
    25,333Real estate owned
    
    
    23,135
    
    
    
    21,747Office properties and equipment, net
    
    
    229,810
    
    
    
    219,717Deferred tax asset, net
    
    
    17,387
    
    
    
    13,593Goodwill and other intangibles
    
    
    76,937
    
    
    
    77,324Other assets
    
    
    77,759
    
    
    
    78,755Discontinued operations assets held for sale
    
    
    
    
    
    
    190,763Total assets
    
    $
    6,380,176
    
    
    $
    6,495,662LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing
    
    $
    1,031,628
    
    
    $
    995,920Interest bearing
    
    
    3,053,394
    
    
    
    2,871,116Total deposits
    
    
    4,085,022
    
    
    
    3,867,036Advances from FHLB
    
    
    1,297,055
    
    
    
    1,517,058Short term borrowings
    
    
    123,462
    
    
    
    133,958Subordinated debentures and bonds payable
    
    
    292,920
    
    
    
    293,189Other liabilities
    
    
    66,740
    
    
    
    64,193Discontinued operations liabilities held for sale
    
    
    
    
    
    
    95,246Total liabilities
    
    
    5,865,199
    
    
    
    5,970,680Commitments and contingenciesStockholders equity:Class A common stock, issued and outstanding
54,956,368 and 56,157,425 shares
    
    
    550
    
    
    
    562Class B common stock, issued and outstanding
4,876,124 and 4,876,124 shares
    
    
    49
    
    
    
    49Additional paid-in capital
    
    
    247,756
    
    
    
    260,460Retained earnings
    
    
    269,048
    
    
    
    265,089Total stockholders equity before accumulated
other comprehensive loss
    
    
    517,403
    
    
    
    526,160Accumulated other comprehensive loss
    
    
    (2,426
    )
    
    
    (1,178
    )Total stockholders equity
    
    
    514,977
    
    
    
    524,982Total liabilities and stockholders equity
    
    $
    6,380,176
    
    
    $
    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(In thousands, except share and per share data)
    
    Ended March 31,2007
    
    
    2006(As adjusted)Interest income:Interest and fees on loans
    
    $
    79,587
    
    
    $
    75,386Interest and dividends on taxable securities
    
    
    10,157
    
    
    
    8,681Interest on tax exempt securities
    
    
    3,796
    
    
    
    3,806Total interest income
    
    
    93,540
    
    
    
    87,873Interest expense:Interest on deposits
    
    
    19,002
    
    
    
    12,754Interest on advances from FHLB
    
    
    18,723
    
    
    
    14,139Interest on short term borrowings
    
    
    2,555
    
    
    
    2,575Interest on secured borrowings
    
    
    
    
    
    
    2,401Interest on subordinated debentures and bonds payable
    
    
    6,114
    
    
    
    5,963Capitalized interest on real estate development
    
    
    
    
    
    
    (480
    )Total interest expense
    
    
    46,394
    
    
    
    37,352Net interest income
    
    
    47,146
    
    
    
    50,521Provision for loan losses
    
    
    7,461
    
    
    
    163Net interest income after provision for loan losses
    
    
    39,685
    
    
    
    50,358Non-interest income:Service charges on deposits
    
    
    24,595
    
    
    
    19,099Other service charges and fees
    
    
    7,033
    
    
    
    6,222Securities activities, net
    
    
    1,555
    
    
    
    2,541Other
    
    
    3,569
    
    
    
    2,498Total non-interest income
    
    
    36,752
    
    
    
    30,360Non-interest expense:Employee compensation and benefits (including
share-based compensation of $1,212 and $1,069)
    
    
    41,090
    
    
    
    35,836Occupancy and equipment
    
    
    15,944
    
    
    
    12,614Advertising and promotion
    
    
    5,858
    
    
    
    8,618Professional fees
    
    
    1,713
    
    
    
    2,317Check losses
    
    
    1,857
    
    
    
    1,246Supplies and postage
    
    
    1,853
    
    
    
    1,661Telecommunication
    
    
    1,381
    
    
    
    1,153One-time termination benefits
    
    
    2,553
    
    
    
    Other
    
    
    7,244
    
    
    
    6,303Total non-interest expense
    
    
    79,493
    
    
    
    69,748(Loss) income from continuing operations
before income taxes
    
    
    (3,056
    )
    
    
    10,970(Benefit) provision for income taxes
    
    
    (852
    )
    
    
    2,948(Loss) income from continuing operations
    
    
    (2,204
    )
    
    
    8,022Discontinued
operations, (including applicable income tax
benefits of $4,066 and $1,591)
    
    
    7,920
    
    
    
    (1,565
    )Net income
    
    $
    5,716
    
    
    $
    6,457Earnings per shareBasic (loss) earnings per share from continuing operations
    
    $
    (0.04
    )
    
    $
    0.13Basic earnings (loss) per share from discontinued
operations
    
    
    0.13
    
    
    
    (0.02
    )Basic earnings per share
    
    $
    0.09
    
    
    $
    0.11Diluted (loss) earnings per share from continuing
operations
    
    $
    (0.04
    )
    
    $
    0.13Diluted earnings (loss) per share from discontinued
operations
    
    
    0.13
    
    
    
    (0.03
    )Diluted earnings per share
    
    $
    0.09
    
    
    $
    0.10Basic weighted average number of common shares outstanding
    
    
    60,635,001
    
    
    
    61,005,408Diluted weighted average number of common and common
equivalent shares outstanding
    
    
    60,635,001
    
    
    
    62,761,078
  4




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2006 and 2007 - Unaudited
 Unearned
    
    
    Accumul-Compen-
    
    
    atedAddi-
    
    
    
    
    
    
    sation
    
    
    OtherCompre-
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Restricted
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Stock
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Grants
    
    
    loss
    
    
    TotalBALANCE, DECEMBER 31, 2005
    
    
    
    
    
    $
    608
    
    
    $
    261,720
    
    
    $
    261,279
    
    
    $
    (936
    )
    
    $
    (6,335
    )
    
    $
    516,336Cumulative effect adjustment upon adoption
of Staff Accounting Bulletin No. 108
(SAB No. 108) (less tax benefit of $1,193)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,899
    )
    
    
    
    
    
    
    
    
    
    
    (1,899
    )Cumulative effect adjustment upon adoption
of Statement of Financial Accounting Standards
No. 123R
    
    
    
    
    
    
    (1
    )
    
    
    (935
    )
    
    
    
    
    
    
    936
    
    
    
    
    
    
    
    Net income
    
    $
    6,457
    
    
    
    
    
    
    
    
    
    
    
    6,457
    
    
    
    
    
    
    
    
    
    
    
    6,457Other comprehensive loss, net of tax:Unrealized gains on securities available for sale
(less income tax expense of $373)
    
    
    770Reclassification adjustment for net gain
included in net income (less income tax
expense of $980)
    
    
    (1,561
    )Other comprehensive loss
    
    
    (791
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (791
    )
    
    
    (791
    )Comprehensive income
    
    $
    5,666Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,149
    )
    
    
    
    
    
    
    
    
    
    
    (2,149
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (185
    )
    
    
    
    
    
    
    
    
    
    
    (185
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    11
    
    
    
    4,801
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,812Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    2,980
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,980Retirement of Class A common stock relating to
exercise of stock options
    
    
    
    
    
    
    (5
    )
    
    
    (7,009
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,014
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,069
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,069BALANCE, MARCH 31, 2006
    
    
    
    
    
    $
    613
    
    
    $
    262,626
    
    
    $
    263,503
    
    
    $
    
    
    
    $
    (7,126
    )
    
    $
    519,616BALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    611
    
    
    $
    260,460
    
    
    $
    265,089
    
    
    $
    
    
    
    $
    (1,178
    )
    
    $
    524,982Cumulative effect adjustment upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    
    
    
    
    700Net income
    
    $
    5,716
    
    
    
    
    
    
    
    
    
    
    
    5,716
    
    
    
    
    
    
    
    
    
    
    
    5,716Other comprehensive loss, net of tax:Unrealized gains on securities available for sale
(less income tax expense of $257)
    
    
    493Reclassification adjustment for net gain
included in net income (less income tax
expense of $897)
    
    
    (1,741
    )Other comprehensive loss
    
    
    (1,248
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,248
    )
    
    
    (1,248
    )Comprehensive income
    
    $
    4,468Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,258
    )
    
    
    
    
    
    
    
    
    
    
    (2,258
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (199
    )
    
    
    
    
    
    
    
    
    
    
    (199
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    1
    
    
    
    697
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    698Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    963
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    963Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (13
    )
    
    
    (17,082
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,095
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,718
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,718BALANCE, MARCH 31, 2007
    
    
    
    
    
    $
    599
    
    
    $
    247,756
    
    
    $
    269,048
    
    
    $
    
    
    
    $
    (2,426
    )
    
    $
    514,977
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
 For the Three MonthsEnded March 31,(In thousands)
    
    2007
    
    
    2006Net cash provided by (used in) operating activities
    
    $
    8,074
    
    
    $
    (16,665
    )Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    47,633
    
    
    
    42,104Purchase of investment securities and tax certificates
    
    
    (12,166
    )
    
    
    (20,054
    )Purchase of securities available for sale
    
    
    (45,275
    )
    
    
    (23,983
    )Proceeds from sales and maturities of securities
available for sale
    
    
    64,631
    
    
    
    29,001Purchases of FHLB stock
    
    
    (450
    )
    
    
    (2,250
    )Redemption of FHLB stock
    
    
    11,164
    
    
    
    11,381Investments in unconsolidated subsidiaries
    
    
    (2,455
    )
    
    
    (4,081
    )Distributions from unconsolidated subsidiaries
    
    
    5,443
    
    
    
    4,549Net repayments (purchases and originations) of loans
    
    
    (36,678
    )
    
    
    103,432Additions to real estate owned
    
    
    (1,407
    )
    
    
    Proceeds from sales of real estate owned
    
    
    106
    
    
    
    965Net additions to office properties and equipment
    
    
    (16,289
    )
    
    
    (20,509
    )Net cash proceeds from the sale of Ryan Beck
Holdings, Inc.
    
    
    2,628
    
    
    
    Net cash provided by investing activities
    
    
    16,885
    
    
    
    120,555Financing activities:Net increase in deposits
    
    
    217,986
    
    
    
    208,090Repayments of FHLB advances
    
    
    (925,000
    )
    
    
    (477,570
    )Proceeds from FHLB advances
    
    
    705,000
    
    
    
    280,000Decrease in securities sold under agreements
to repurchase
    
    
    (25,221
    )
    
    
    (58,279
    )Increase (decrease) in federal funds purchased
    
    
    14,725
    
    
    
    (21,591
    )Repayments of secured borrowings
    
    
    
    
    
    
    (26,516
    )Repayment of notes and bonds payable
    
    
    (269
    )
    
    
    (2,260
    )Proceeds from notes payable
    
    
    
    
    
    
    5,000Excess tax benefits from share-based compensation
    
    
    963
    
    
    
    2,980Proceeds from issuance of Class A common stock
    
    
    698
    
    
    
    473Payment of the minimum withholding tax upon the
exercise of stock options
    
    
    
    
    
    
    (2,675
    )Purchase and retirement of Class A common stock
    
    
    (17,095
    )
    
    
    Common stock dividends
    
    
    (2,457
    )
    
    
    (2,334
    )Net cash used in financing activities
    
    
    (30,670
    )
    
    
    (94,682
    )(Decrease) increase in cash and cash equivalents
    
    
    (5,711
    )
    
    
    9,208Cash 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
    
    
    
    170,260Cash and cash equivalents at end of period
    
    $
    130,184
    
    
    $
    179,468
  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. Discontinued Operations and Merger
  7




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    Consideration received:Stifel common stock and Warrants
    
    $
    107,445Cash
    
    
    2,628Total consideration received
    
    
    110,073Net assets disposed:Discontinued operations assets
held for sale at disposal date
    
    
    206,763Discontinued operations liabilities
held for sale at disposal date
    
    
    (117,364
    )Net assets disposed
    
    
    89,399Transaction cost
    
    
    2,543Gain on disposal of Ryan Beck
before income taxes
    
    
    18,131Provision for income taxes
    
    
    1,650Net gain on sale of Ryan Beck
    
    $
    16,481
  For the Two months
    
    
    For the Three monthsEnded February 28, 2007
    
    
    Ended March 31, 2006Investment banking revenue
    
    $
    37,836
    
    
    $
    58,800Non-interest expense:Employee compensation and
benefits
    
    
    27,532
    
    
    
    44,355Occupancy and equipment
    
    
    2,984
    
    
    
    3,871Advertising and promotion
    
    
    740
    
    
    
    1,567Merger related costs (1)
    
    
    14,263
    
    
    
    Professional fees
    
    
    1,106
    
    
    
    1,951Communications
    
    
    2,255
    
    
    
    3,954Floor broker and clearing fees
    
    
    1,162
    
    
    
    2,719Interest expense
    
    
    985
    
    
    
    1,621Other
    
    
    1,086
    
    
    
    1,918Total non-interest expense
    
    
    52,113
    
    
    
    61,956Loss from Ryan Beck
discontinued
operations before income taxes
    
    
    (14,277
    )
    
    
    (3,156
    )Income tax benefit
    
    
    (5,716
    )
    
    
    (1,591
    )Loss from Ryan Beck
discontinued operations,
net of tax
    
    $
    (8,561
    )
    
    $
    (1,565
    )
 8




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  3. One-time Termination Benefits
  EmployeeTerminationBenefitsBalance at December 31, 2006
    
    $
    Expense incurred
    
    
    2,317Amounts paid
    
    
    (53
    )Balance at March 31, 2007
    
    $
    2,264
 4. Accounting for Income Taxes
    5. Defined Benefit Pension Plan
  For the Three MonthsEnded March 31,2007
    
    
    2006Service cost benefits earned during the period
    
    $
    
    
    
    $
    Interest cost on projected benefit obligation
    
    
    419
    
    
    
    407Expected return on plan assets
    
    
    (598
    )
    
    
    (547
    )Amortization of unrecognized net gains and
losses
    
    
    136
    
    
    
    237Net periodic pension (benefit) expense
    
    $
    (43
    )
    
    $
    97
 9




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  6. Loans Receivable
  March 31,
    
    
    December 31,2007
    
    
    2006Real estate loans:Residential (1-4 family)
    
    $
    2,198,648
    
    
    $
    2,158,506Construction and development
    
    
    822,096
    
    
    
    859,556Commercial
    
    
    1,023,383
    
    
    
    1,063,352Small business
    
    
    191,666
    
    
    
    186,833Other loans:Home equity
    
    
    582,754
    
    
    
    562,318Commercial business
    
    
    159,403
    
    
    
    157,109Small business  non-mortgage
    
    
    99,852
    
    
    
    98,225Consumer loans
    
    
    17,451
    
    
    
    17,406Deposit overdrafts
    
    
    6,949
    
    
    
    8,440Total gross loans
    
    
    5,102,202
    
    
    
    5,111,745Adjustments:Undisbursed portion of loans in process
    
    
    (437,235
    )
    
    
    (482,842
    )Premiums, discounts and net deferred
fees
    
    
    1,955
    
    
    
    1,306Allowance for loan losses
    
    
    (50,373
    )
    
    
    (43,602
    )Loans receivable  net
    
    $
    4,616,549
    
    
    $
    4,586,607
 Allowance for Loan Losses (in thousands):
 For the Three Months EndedMarch 31,2007
    
    
    2006Balance, beginning of period
    
    $
    43,602
    
    
    $
    41,192Loans charged-off
    
    
    (1,127
    )
    
    
    (366
    )Recoveries of loans previously charged-off
    
    
    437
    
    
    
    900Net (charge-offs) recoveries
    
    
    (690
    )
    
    
    534Provision for loan losses
    
    
    7,461
    
    
    
    163Balance, end of period
    
    $
    50,373
    
    
    $
    41,889
  March 31, 2007
    
    
    December 31, 2006Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans
with specific
valuation
allowances
    
    $
    12,957
    
    
    $
    5,856
    
    
    $
    325
    
    
    $
    162Impaired loans
without specific
valuation
allowances
    
    
    20,577
    
    
    
    
    
    
    
    10,319
    
    
    
    Total
    
    $
    33,534
    
    
    $
    5,856
    
    
    $
    10,644
    
    
    $
    162
  10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 7. Related Parties
    For the Three Month EndedMarch 31,2007
    
    
    2006Non-interest income:Other  office facilities
    
    $
    40
    
    
    $
    97Non-interest expense:Share based compensation
    
    
    (55
    )
    
    
    (63
    )Other  back-office support
    
    
    (394
    )
    
    
    (237
    )Net decrease to income before income taxes
of affiliate transactions
    
    $
    (409
    )
    
    $
    (203
    )
   Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    288,536
    
    
    $
    9.62Options nonvested
    
    
    154,587
    
    
    $
    12.32
   11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 8. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operations.Parent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, capital management and financing activities.
   Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2007Net interest income (expense)
    
    $
    52,070
    
    
    $
    (4,924
    )
    
    $
    
    
    
    $
    47,146Provision for loan losses
    
    
    (7,461
    )
    
    
    
    
    
    
    
    
    
    
    (7,461
    )Non-interest income
    
    
    35,047
    
    
    
    1,705
    
    
    
    
    
    
    
    36,752Non-interest expense
    
    
    (78,770
    )
    
    
    (723
    )
    
    
    
    
    
    
    (79,493
    )Segments profits and losses
before income taxes
    
    
    886
    
    
    
    (3,942
    )
    
    
    
    
    
    
    (3,056
    )(Provision) benefit for
income taxes
    
    
    (247
    )
    
    
    1,099
    
    
    
    
    
    
    
    852Segment net income (loss)
    
    $
    639
    
    
    $
    (2,843
    )
    
    $
    
    
    
    $
    (2,204
    )Total assets
    
    $
    6,175,709
    
    
    $
    782,753
    
    
    $
    (578,286
    )
    
    $
    6,380,1762006Net interest income (expense)
    
    $
    55,139
    
    
    $
    (4,618
    )
    
    $
    
    
    
    $
    50,521Provision for loan losses
    
    
    (163
    )
    
    
    
    
    
    
    
    
    
    
    (163
    )Non-interest income
    
    
    27,007
    
    
    
    3,353
    
    
    
    
    
    
    
    30,360Non-interest expense
    
    
    (67,798
    )
    
    
    (1,950
    )
    
    
    
    
    
    
    (69,748
    )Segments profits and losses
before income taxes
    
    
    14,185
    
    
    
    (3,215
    )
    
    
    
    
    
    
    10,970(Provision) benefit for
income taxes
    
    
    (4,022
    )
    
    
    1,074
    
    
    
    
    
    
    
    (2,948
    )Segment net income (loss)
    
    $
    10,163
    
    
    $
    (2,141
    )
    
    $
    
    
    
    $
    8,022Total assets
    
    $
    6,000,614
    
    
    $
    795,516
    
    
    $
    (438,015
    )
    
    $
    6,358,115
 12




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 9. Financial Instruments with Off-balance Sheet Risk
  March 31,
    
    
    December 31,2007
    
    
    2006Commitments to sell fixed rate residential loans
    
    $
    29,228
    
    
    $
    30,696Commitments to sell variable rate residential loans
    
    
    2,049
    
    
    
    2,921Commitments to purchase variable rate residential
loans
    
    
    34,587
    
    
    
    12,000Commitments to purchase commercial loans
    
    
    20,000
    
    
    
    57,525Commitments to originate loans held for sale
    
    
    27,089
    
    
    
    26,346Commitments to originate loans held to maturity
    
    
    316,067
    
    
    
    223,060Commitments to extend credit, including the
undisbursed portion of loans in process
    
    
    1,082,757
    
    
    
    890,036Commitments to purchase branch facilities land
    
    
    5,100
    
    
    
    11,180Standby letters of credit
    
    
    55,138
    
    
    
    67,831Commercial lines of credit
    
    
    91,474
    
    
    
    86,992
  13




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 10. Earnings per Share
  For the Three Months EndedMarch 31,2007
    
    
    2006Basic earnings per share:Numerator:(Loss) income from continuing operations
    
    $
    (2,204
    )
    
    $
    8,022Discontinued operations
    
    
    7,920
    
    
    
    (1,565
    )Net income
    
    $
    5,716
    
    
    $
    6,457Denominator:Basic weighted average number of
common shares outstanding
    
    
    60,635,001
    
    
    
    61,005,408Basic (loss) earnings per share from:Continuing operations
    
    
    (0.04
    )
    
    
    0.13Discontinued operations
    
    
    0.13
    
    
    
    (0.02
    )Basic earnings per share
    
    
    0.09
    
    
    
    0.11Diluted earnings per shareNumerator:(Loss) income from continuing operations
    
    $
    (2,204
    )
    
    $
    8,022Discontinued operations
    
    
    7,920
    
    
    
    (1,565
    )Net income
    
    $
    5,716
    
    
    $
    6,457Denominator:Basic weighted average number of
common shares outstanding
    
    
    60,635,001
    
    
    
    61,005,408Stock-based compensation
    
    
    
    
    
    
    1,755,670Diluted weighted average shares outstanding
    
    
    60,635,001
    
    
    
    62,761,078Diluted earnings (loss) per share from:Continuing operations
    
    $
    (0.04
    )
    
    $
    0.13Discontinued operations
    
    
    0.13
    
    
    
    (0.03
    )Diluted earnings per share
    
    $
    0.09
    
    
    $
    0.10Cash dividends per share:Class A share
    
    $
    0.04
    
    
    $
    0.04Class B share
    
    $
    0.04
    
    
    $
    0.04
  11. New Accounting Pronouncements
   14




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Critical Accounting Policies
  15




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Accounting for Uncertain Tax Positions
  Consolidated Results of Operations
 )
 For the Three Months Ended March 31,(In thousands)
    
    2007
    
    
    2006
    
    
    ChangeBankAtlantic
    
    $
    639
    
    
    $
    10,163
    
    
    $
    (9,524
    )Parent Company
    
    
    (2,843
    )
    
    
    (2,141
    )
    
    
    (702
    )Net (loss) income
    
    $
    (2,204
    )
    
    $
    8,022
    
    
    $
    (10,226
    )
 For the Three Months Ended March 31, 2007 Compared to the Same 2006 Period:
   16




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantic Results of Operations
 Net interest income
 Bank Operations Business SegmentAverage Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedMarch 31, 2007
    
    
    March 31, 2006(In thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,650,519
    
    
    
    79,587
    
    
    
    6.85
    
    
    $
    4,610,055
    
    
    
    75,386
    
    
    
    6.54Investments - tax exempt
    
    
    396,374
    
    
    
    5,802
    (1)
    
    
    5.85
    
    
    
    393,159
    
    
    
    5,731
    (1)
    
    
    5.83Investments - taxable
    
    
    619,614
    
    
    
    9,696
    
    
    
    6.26
    
    
    
    588,072
    
    
    
    8,233
    
    
    
    5.60Total interest earning assets
    
    
    5,666,507
    
    
    
    95,085
    
    
    
    6.71
    %
    
    
    5,591,286
    
    
    
    89,350
    
    
    
    6.39
    %Goodwill and core deposit intangibles
    
    
    77,138
    
    
    
    
    
    
    
    
    
    
    
    78,693Other non-interest earning assets
    
    
    426,061
    
    
    
    
    
    
    
    
    
    
    
    355,868Total Assets
    
    $
    6,169,706
    
    
    
    
    
    
    
    
    
    
    $
    6,025,847Deposits:Savings
    
    $
    529,435
    
    
    
    2,570
    
    
    
    1.97
    %
    
    $
    331,117
    
    
    
    313
    
    
    
    0.38
    %NOW
    
    
    771,017
    
    
    
    1,512
    
    
    
    0.80
    
    
    
    760,419
    
    
    
    934
    
    
    
    0.50Money market
    
    
    650,383
    
    
    
    3,938
    
    
    
    2.46
    
    
    
    829,700
    
    
    
    3,984
    
    
    
    1.95Certificates of deposit
    
    
    961,716
    
    
    
    10,982
    
    
    
    4.63
    
    
    
    843,866
    
    
    
    7,523
    
    
    
    3.62Total interest bearing deposits
    
    
    2,912,551
    
    
    
    19,002
    
    
    
    2.65
    
    
    
    2,765,102
    
    
    
    12,754
    
    
    
    1.87Short-term borrowed funds
    
    
    203,984
    
    
    
    2,633
    
    
    
    5.23
    
    
    
    245,326
    
    
    
    2,643
    
    
    
    4.37Advances from FHLB
    
    
    1,405,279
    
    
    
    18,723
    
    
    
    5.40
    
    
    
    1,164,675
    
    
    
    14,140
    
    
    
    4.92Secured borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,293
    
    
    
    2,401
    
    
    
    7.77Long-term debt
    
    
    29,634
    
    
    
    626
    
    
    
    8.57
    
    
    
    37,819
    
    
    
    748
    
    
    
    8.02Total interest bearing liabilities
    
    
    4,551,448
    
    
    
    40,984
    
    
    
    3.65
    
    
    
    4,338,215
    
    
    
    32,686
    
    
    
    3.06Demand deposits
    
    
    989,546
    
    
    
    
    
    
    
    
    
    
    
    1,065,909Non-interest bearing other liabilities
    
    
    56,222
    
    
    
    
    
    
    
    
    
    
    
    70,349Total Liabilities
    
    
    5,597,216
    
    
    
    
    
    
    
    
    
    
    
    5,474,473Stockholders equity
    
    
    572,490
    
    
    
    
    
    
    
    
    
    
    
    551,374Total liabilities and stockholders equity
    
    $
    6,169,706
    
    
    
    
    
    
    
    
    
    
    $
    6,025,847Net tax equivalent interest income/net interest spread
    
    
    
    
    
    
    54,101
    
    
    
    3.06
    %
    
    
    
    
    
    
    56,664
    
    
    
    3.33
    %Tax equivalent adjustment
    
    
    
    
    
    
    (2,031
    )
    
    
    
    
    
    
    
    
    
    
    (2,006
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    480Net interest income
    
    
    
    
    
    
    52,070
    
    
    
    
    
    
    
    
    
    
    
    55,138MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    6.71
    %
    
    
    
    
    
    
    
    
    
    
    6.39
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.93
    
    
    
    
    
    
    
    
    
    
    
    2.37Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.78
    %
    
    
    
    
    
    
    
    
    
    
    4.02
    %Net interest margin (tax equivalent) excluding secured borrowings
    
    
    
    
    
    
    3.78
    %
    
    
    
    
    
    
    
    
    
    
    4.11
    %
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. For the Three Months Ended March 31, 2007 Compared to the Same 2006 Period:
   17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Provision for Loan Losses
 For the Three Months EndedAllowance
for Loan Losses
    
    March 31,(In thousands)
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    43,602
    
    
    $
    41,192Loans charged-off
    
    
    (1,127
    )
    
    
    (366
    )Recoveries of loans previously charged-off
    
    
    437
    
    
    
    900Net (charge-offs) recoveries
    
    
    (690
    )
    
    
    534Provision for loan losses
    
    
    7,461
    
    
    
    163Balance, end of period
    
    $
    50,373
    
    
    $
    41,889
    18




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   March 31,
    
    
    December 31,2007
    
    
    2006NONPERFORMING ASSETSNon-accrual:Tax certificates
    
    $
    597
    
    
    $
    632Loans
    
    
    25,746
    
    
    
    4,436Total non-accrual
    
    
    26,343
    
    
    
    5,068Repossessed assets:Real estate owned
    
    
    23,135
    
    
    
    21,747Total nonperforming assets
    
    $
    49,478
    
    
    $
    26,815AllowancesAllowance for loan losses
    
    $
    50,373
    
    
    $
    43,602Allowance for tax certificate losses
    
    
    3,782
    
    
    
    3,699Total allowances
    
    $
    54,155
    
    
    $
    47,301POTENTIAL PROBLEM LOANSContractually past due 90 days or more
    
    $
    
    
    
    $
    Performing impaired loans
    
    
    7,788
    
    
    
    163Restructured loans
    
    
    
    
    
    
    TOTAL POTENTIAL PROBLEM LOANS
    
    $
    7,788
    
    
    $
    163
    19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantics Non-Interest Income
 For Three MonthsEnded March 31,(In thousands)
    
    2007
    
    
    2006
    
    
    ChangeService charges on deposits
    
    $
    24,595
    
    
    $
    19,099
    
    
    $
    5,496Other service charges and fees
    
    
    7,033
    
    
    
    6,222
    
    
    
    811Securities activities, net
    
    
    621
    
    
    
    (1
    )
    
    
    622Other
    
    
    2,798
    
    
    
    1,687
    
    
    
    1,111Non-interest income
    
    $
    35,047
    
    
    $
    27,007
    
    
    $
    8,040
     BankAtlantics Non-Interest Expense
 For Three MonthsEnded March 31,(In thousands)
    
    2007
    
    
    2006
    
    
    ChangeEmployee compensation and benefits
    
    $
    40,664
    
    
    $
    34,349
    
    
    $
    6,315Occupancy and equipment
    
    
    15,942
    
    
    
    12,610
    
    
    
    3,332Advertising and promotion
    
    
    5,788
    
    
    
    8,524
    
    
    
    (2,736
    )Professional fees
    
    
    1,620
    
    
    
    2,211
    
    
    
    (591
    )Check losses
    
    
    1,857
    
    
    
    1,246
    
    
    
    611Supplies and postage
    
    
    1,850
    
    
    
    1,654
    
    
    
    196Telecommunication
    
    
    1,379
    
    
    
    1,151
    
    
    
    228One-time termination benefits
    
    
    2,553
    
    
    
    
    
    
    
    2,553Other
    
    
    7,117
    
    
    
    6,054
    
    
    
    1,063Non-interest expense
    
    $
    78,770
    
    
    $
    67,799
    
    
    $
    10,971
  20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
         Parent Company Results of Operations
 For the Three Months(In thousands)
    
    Ended March 31,2007
    
    
    2006
    
    
    ChangeNet interest (expense)
    
    $
    (4,924
    )
    
    $
    (4,618
    )
    
    $
    (306
    )Non-interest income
    
    
    1,705
    
    
    
    3,352
    
    
    
    (1,647
    )Non-interest expense
    
    
    723
    
    
    
    1,949
    
    
    
    (1,226
    )(Loss) before income
taxes
    
    
    (3,942
    )
    
    
    (3,215
    )
    
    
    (727
    )Income tax benefit
    
    
    (1,099
    )
    
    
    (1,074
    )
    
    
    (25
    )Parent company (loss)
    
    $
    (2,843
    )
    
    $
    (2,141
    )
    
    $
    (702
    )
   21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Decline in cash and cash equivalents due to the use of short term investments at the
Parent company to fund the Companys Class A common stock repurchase program;
    
    Increase in securities available for sale reflecting Stifel common stock received
upon the sale of Ryan Beck partially offset by the sale of Parent company equity
securities to fund the Companys Class A common stock repurchase program;
    
    Increase in investment securities at cost resulting from Stifel equity securities
received as merger consideration upon the sale of Ryan Beck;
    
    Decrease in tax certificate balances primarily due to redemptions of non-Florida tax
certificates;
    
    Lower investment in FHLB stock related to repayments of FHLB advances;
    
    Increase in loan receivable balances associated with higher purchased residential and
home equity loan balances partially offset by lower commercial real estate loan
balances;
    
    Increase in office properties and equipment associated with BankAtlantics store
expansion initiatives;
    
    Increase in deferred tax assets primarily resulting from the increase in the
allowance for loan losses; and
    
    Decrease in discontinued operations assets held for sale reflecting the sale of Ryan
Beck to Stifel.
  
    
    Higher non-interest-bearing deposit balances due to an increase in free checking
account balances associated with Floridas Most Convenient Bankinitiatives;
    
    Higher interest-bearing deposit balances primarily associated with increased higher
yield saving, interest-bearing checking and certificate of deposit balances partially
offset by lower money market account balances;
    
    Decrease in FHLB advances and short term borrowings due to deposit growth and a
decline in earning assets; and
    
    Decrease in discontinued operations liabilities held for sale reflecting the sale of
Ryan Beck to Stifel on February 28, 2007.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
    22




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BankAtlantic Bancorp, Inc. and Subsidiaries
   BankAtlantic Liquidity and Capital Resources
       23




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BankAtlantic Bancorp, Inc. and Subsidiaries
  Minimum RatiosActual
    
    
    
    
    
    
    Adequately
    
    
    
    
    
    
    WellCapitalized
    
    
    
    
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    
    
    
    
    Ratio
    
    
    
    
    
    
    RatioAt March 31, 2007:Total risk-based capital
    
    $
    526,725
    
    
    
    12.11
    %
    
    
    
    
    
    
    8.00
    %
    
    
    
    
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    456,426
    
    
    
    10.49
    %
    
    
    
    
    
    
    4.00
    %
    
    
    
    
    
    
    6.00
    %Tangible capital
    
    $
    456,426
    
    
    
    7.51
    %
    
    
    
    
    
    
    1.50
    %
    
    
    
    
    
    
    1.50
    %Core capital
    
    $
    456,426
    
    
    
    7.51
    %
    
    
    
    
    
    
    4.00
    %
    
    
    
    
    
    
    5.00
    %At December 31, 2006:Total risk-based capital
    
    $
    529,497
    
    
    
    12.08
    %
    
    
    
    
    
    
    8.00
    %
    
    
    
    
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    460,359
    
    
    
    10.50
    %
    
    
    
    
    
    
    4.00
    %
    
    
    
    
    
    
    6.00
    %Tangible capital
    
    $
    460,359
    
    
    
    7.55
    %
    
    
    
    
    
    
    1.50
    %
    
    
    
    
    
    
    1.50
    %Core capital
    
    $
    460,359
    
    
    
    7.55
    %
    
    
    
    
    
    
    4.00
    %
    
    
    
    
    
    
    5.00
    %
  Off Balance Sheet Arrangements  Contractual Obligations as of March 31, 2007
 (In thousands)
    
    Payments Due by Period (1)(2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    1,002,284
    
    
    $
    848,838
    
    
    $
    118,636
    
    
    $
    34,631
    
    
    $
    179Long-term debt
    
    
    292,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    292,920Advances from FHLB (1)
    
    
    1,297,055
    
    
    
    1,225,055
    
    
    
    40,000
    
    
    
    32,000
    
    
    
    Operating lease obligations
    
    
    124,414
    
    
    
    9,422
    
    
    
    19,788
    
    
    
    15,541
    
    
    
    79,663Pension obligation
    
    
    14,336
    
    
    
    938
    
    
    
    2,220
    
    
    
    2,848
    
    
    
    8,330Other obligations
    
    
    38,471
    
    
    
    17,271
    
    
    
    5,500
    
    
    
    6,100
    
    
    
    9,600Total contractual cash
obligations
    
    $
    2,769,480
    
    
    $
    2,101,524
    
    
    $
    186,144
    
    
    $
    91,120
    
    
    $
    390,692
 (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
    24




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors.
  
 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)
    
    
    ProgramsJanuary 1, 2007 through
January 31, 2007
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    February 1, 2007
through
February 28, 2007
    
    
    533,500
    
    
    
    13.41
    
    
    
    533,500
    
    
    
    4,906,800March 1, 2007 through
March 31, 2007
    
    
    791,274
    
    
    
    12.52
    
    
    
    791,274
    
    
    
    4,115,526Total
    
    
    1,324,774
    
    
    $
    12.88
    
    
    
    1,324,774
    
    
    
    4,115,526
 1.
    
    On May 2, 2006, the Companys Board of Directors approved the repurchase of up to 6
million shares of Class A common stock through a Share Repurchase Program. The shares
may be purchased on the open market or through private transactions. The timing and the
amount of repurchases, if any, will depend on market conditions, share price, trading
volume and other factors.
 Item 5. Other Information.
  25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  
 Item 6. Exhibits
 Exhibit 10.1
    
    Executive Vice President Termination AgreementExhibit 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
 26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.May 10, 2007
    
    By:
    
    /s/ Alan B. LevanDate
    
    
    
    Alan B. Levan
Chief Executive Officer/
Chairman/PresidentMay 10, 2007
    
    By:
    
    /s/ James A. WhiteDate
    
    
    
    James A. White
Executive Vice President,
Chief Financial Officer
 27