##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Year Ended December 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 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 RoadFt. Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-5000
 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 Name of Each Exchange on Which Registered
 New York Stock Exchange
 Title of Each Class
 Class A Common Stock, Par Value $0.01 Per Share
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Non-accelerated filer o
    
    Accelerated filer þ
    
    Small reporting company o
 o þ




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TABLE OF CONTENTS  PART IITEM I. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED CONSOLIDATED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF            OPERATIONS AND FINANCIAL CONDITIONITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAEX-12.1 Computations re: ratios to earningsEX-21.1 SubsidiariesEX-23.1 Consent of PricewaterhouseCoopers LLPEX-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    Table of Contents  
 PART I
 
 ITEM I. BUSINESS
  The Company
   1




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##### Table of Contents



BankAtlantic
   
    
    attracting checking and savings deposits from individuals and business customers,
    
    originating commercial real estate, business, consumer and small business loans,
    
    purchasing wholesale residential loans, and
    
    investing in mortgage-backed securities, tax certificates and other securities.
  
    
    Continuing its Floridas Most Convenient Bank Initiative.BankAtlantic began its
Floridas Most Convenient Bank initiative in 2002, when it introduced seven-day banking
and its free checking and free gift program in Florida. In addition to the seven-day
strategy and extended lobby hours, BankAtlantic developed products, promotions and
services that are an integral part of BankAtlantics strategy of customer convenience and
WOW! customer service, both intended to increase its core deposit accounts.
BankAtlantic defines its core deposits as its demand deposit accounts, NOW checking
accounts and savings accounts.
    
    Increasing Core Deposits.From April, 2002, when the Floridas Most Convenient Bank
initiative was launched, to December 31, 2007, BankAtlantics core deposits increased 284%
from approximately $600 million to approximately $2.3 billion. These core deposits
represented 58% of BankAtlantics total deposits at December 31, 2007, compared to 26% of
total deposits at December 31, 2001. However, the growth of core deposits for the year
ending December 31, 2007 has slowed as core deposits increased $64.5 million or 3% from
their December 31, 2006 levels. We believe the slower growth was largely a result of
current economic conditions and competition. In response to changes in market and
economic conditions, BankAtlantic reduced its advertising expenditures and in December
2007, shortened its lobby and customer service hours. Even with the reduced hours,
BankAtlantics stores remain open seven days a week and are generally open more hours than
its competitors. BankAtlantic anticipates a decline in short term interest rates during
2008 which it hopes will result in core deposit growth during 2008; however, increased
competition, general economic conditions and the overall economy in Florida, in
particular, may offset any favorable impact that declining interest rates may have on
deposit growth.
    
    Improving Operational Efficiencies in our Stores and Support Functions. Management is
focused on improving its operating efficiencies during 2008. We anticipate consolidating
back-office support facilities and reducing costs by subleasing or terminating lease
contracts. We are also evaluating store and back-office support staffing levels with a
view toward reducing costs which do not impact the quality of customer service.
Additionally, we are seeking to implement technologies that we believe will reduce our
customer service expenses. Based on the current economic environment, BankAtlantic
decided in the fourth quarter of 2007 to delay its previously announced store expansion
initiatives. As part of this decision, BankAtlantic has entered into an agreement with an
unrelated financial institution to sell its five Orlando stores, is terminating certain
lease agreements, seeking to sublease certain properties, and is attempting to sell land
acquired for its store expansion program in all its markets. The sale of the Orlando
stores is subject to regulatory approval.
 2




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##### Table of Contents




    
    Conservative and Targeted Growth in Loan Portfolio. BankAtlantic is focused on growth
of its retail banking business with an emphasis on generating small business and consumer
loans as well as measured growth in commercial loans collateralized by income producing
commercial real estate properties. The commercial real estate loan portfolio declined
during 2007 as a result of the significant deterioration in the Florida residential real
estate market. BankAtlantic continues to refine its underwriting criteria across all loan
categories in response to the deterioration of the real estate market and overall slowing
economic conditions.
    
    Managing Credit Risk.BankAtlantic strives to maintain strong underwriting standards
and has developed underwriting policies and procedures which it believes will enable it to
offer products and services to its customers while minimizing its exposure to unnecessary
credit risk. However, the residential real estate market in Florida is currently in a
period of substantial decline and this has had an adverse impact on the credit quality of
our commercial real estate and home equity loan portfolios. In response, BankAtlantic
continues to refine its underwriting criteria across all loan categories. Additionally,
our loan portfolio monitoring processes have been refined to include the following:
 o
    
    A specialized land acquisition, development and construction loan
committee to monitor developments affecting the collateral of commercial
residential development loans;o
    
    Additional resources to negotiate loan work-outs and if necessary
supervise the collection process; ando
    
    Additional loan review resources to support increased frequency of
targeted loan reviews.
 
    
    Maintaining and Strengthening our Capital Position.BankAtlantic exceeded all
applicable regulatory capital requirements and was considered a well capitalized
financial institution at December 31, 2007. See Regulation and Supervision  Capital
Requirements for an explanation of capital standards. Management has implemented
initiatives to preserve capital in response to the current unfavorable economic
environment. These initiatives include decreasing the amount of cash dividends,
consolidating back-office facilities, reducing staffing levels, selling its Orlando stores
and slowing our retail network expansion. Additionally, BankAtlantic Bancorp has $180.6
million of financial assets that may be used to contribute capital to BankAtlantic.
  Residential:
  3




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##### Table of Contents



Commercial Real Estate:
   Consumer:
 Small Business:
 4




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##### Table of Contents



Commercial Business:
 Standby Letters of Credit and Commitments:
  As of December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    PctLoans receivable:Real estate loans:Residential
    
    $
    2,156
    
    
    
    47.66
    
    
    
    2,151
    
    
    
    46.81
    
    
    
    2,030
    
    
    
    43.92
    
    
    
    2,057
    
    
    
    45.16
    
    
    
    1,343
    
    
    
    36.99
    %Consumer  home equity
    
    
    676
    
    
    
    14.94
    
    
    
    562
    
    
    
    12.23
    
    
    
    514
    
    
    
    11.12
    
    
    
    457
    
    
    
    10.03
    
    
    
    334
    
    
    
    9.20Construction and
development
    
    
    416
    
    
    
    9.20
    
    
    
    475
    
    
    
    10.34
    
    
    
    785
    
    
    
    16.99
    
    
    
    766
    
    
    
    16.82
    
    
    
    685
    
    
    
    18.87Commercial
    
    
    882
    
    
    
    19.49
    
    
    
    973
    
    
    
    21.17
    
    
    
    979
    
    
    
    21.18
    
    
    
    1,004
    
    
    
    22.04
    
    
    
    997
    
    
    
    27.46Small business
    
    
    212
    
    
    
    4.69
    
    
    
    187
    
    
    
    4.07
    
    
    
    152
    
    
    
    3.29
    
    
    
    124
    
    
    
    2.72
    
    
    
    108
    
    
    
    2.97Loans to Levitt
Corporation
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00
    
    
    
    9
    
    
    
    0.20
    
    
    
    18
    
    
    
    0.50Other loans:Commercial business
    
    
    131
    
    
    
    2.90
    
    
    
    157
    
    
    
    3.42
    
    
    
    88
    
    
    
    1.90
    
    
    
    93
    
    
    
    2.04
    
    
    
    116
    
    
    
    3.19Small business  non-mortgage
    
    
    106
    
    
    
    2.34
    
    
    
    98
    
    
    
    2.13
    
    
    
    83
    
    
    
    1.80
    
    
    
    67
    
    
    
    1.47
    
    
    
    52
    
    
    
    1.43Consumer
    
    
    31
    
    
    
    0.68
    
    
    
    26
    
    
    
    0.57
    
    
    
    27
    
    
    
    0.59
    
    
    
    18
    
    
    
    0.40
    
    
    
    22
    
    
    
    0.61Residential loans
held for sale
    
    
    4
    
    
    
    0.09
    
    
    
    9
    
    
    
    0.20
    
    
    
    3
    
    
    
    0.06
    
    
    
    5
    
    
    
    0.11
    
    
    
    2
    
    
    
    0.05Total
    
    
    4,614
    
    
    
    101.99
    
    
    
    4,638
    
    
    
    100.94
    
    
    
    4,661
    
    
    
    100.85
    
    
    
    4,600
    
    
    
    100.99
    
    
    
    3,677
    
    
    
    101.27Adjustments:Unearned discounts
(premiums)
    
    
    (4
    )
    
    
    -0.09
    
    
    
    (1
    )
    
    
    -0.02
    
    
    
    (2
    )
    
    
    -0.04
    
    
    
    (1
    )
    
    
    -0.02
    
    
    
    
    
    
    
    0.00Allowance for loan
losses
    
    
    94
    
    
    
    2.08
    
    
    
    44
    
    
    
    0.96
    
    
    
    41
    
    
    
    0.89
    
    
    
    46
    
    
    
    1.01
    
    
    
    46
    
    
    
    1.27Total loans
receivable, net
    
    $
    4,524
    
    
    
    100.00
    
    
    
    4,595
    
    
    
    100.00
    
    
    
    4,622
    
    
    
    100.00
    
    
    
    4,555
    
    
    
    100.00
    
    
    
    3,631
    
    
    
    100.00
    %
 5




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##### Table of Contents



OutstandingBalancesLand acquisition, development and
construction loans
    
    $
    151Construction loans collateralized by
income producing properties
    
    
    79Nonresidential construction loans
    
    
    186Total construction and development
    
    $
    416Builder land bank loans
    
    $
    150Land acquisition and development loans
    
    
    202Non-residential land loans
    
    
    102Permanent commercial loans
    
    
    428Total commercial
    
    $
    882
  Securities Available for Sale:
 Tax Certificates:
 Derivative Investments:
 6




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##### Table of Contents



Treasury
    
    
    
    
    
    
    
    
    
    Mortgage-
    
    Bond
    
    
    
    
    
    Weightedand
    
    Tax
    
    Tax-Exempt
    
    Backed
    
    And
    
    
    
    
    
    AverageAgencies
    
    Certificates
    
    Securities
    
    Securities
    
    Other
    
    Total
    
    YieldDecember 31, 2007Maturity: (1)One year or less
    
    $
    
    
    
    
    188,401
    
    
    
    
    
    
    
    
    
    
    
    410
    
    
    
    188,811
    
    
    
    8.43
    %After one through
five years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,479
    
    
    
    271
    
    
    
    135,750
    
    
    
    4.74After five
through ten years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,947
    
    
    
    
    
    
    
    1,947
    
    
    
    5.89After ten years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    651,035
    
    
    
    
    
    
    
    651,035
    
    
    
    5.41Fair values (2)
    
    $
    
    
    
    
    188,401
    
    
    
    
    
    
    
    788,461
    
    
    
    681
    
    
    
    977,543
    
    
    
    5.90
    %Amortized cost (2)
    
    $
    
    
    
    
    188,401
    
    
    
    
    
    
    
    785,682
    
    
    
    685
    
    
    
    974,768
    
    
    
    6.06
    %Weighted average
yield based
on fair values
    
    
    
    
    
    
    8.43
    
    
    
    
    
    
    
    5.30
    
    
    
    3.54
    
    
    
    5.90Weighted average
maturity (yrs)
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    19.63
    
    
    
    1.22
    
    
    
    16.01December 31, 2006Fair values (2)
    
    $
    
    
    
    
    195,391
    
    
    
    397,244
    
    
    
    361,750
    
    
    
    675
    
    
    
    955,060
    
    
    
    6.17
    %Amortized cost (2)
    
    $
    
    
    
    
    195,391
    
    
    
    397,469
    
    
    
    365,565
    
    
    
    685
    
    
    
    959,110
    
    
    
    6.05
    %December 31, 2005Fair values (2)
    
    $
    1,000
    
    
    
    163,726
    
    
    
    388,566
    
    
    
    381,540
    
    
    
    585
    
    
    
    935,417
    
    
    
    5.45
    %Amortized cost (2)
    
    $
    998
    
    
    
    163,726
    
    
    
    392,130
    
    
    
    387,178
    
    
    
    585
    
    
    
    944,617
    
    
    
    5.20
    %
 
 (1)
    
    Except for tax certificates, maturities are based upon contractual maturities. Tax
certificates do not have stated maturities, and estimates in the above table are based upon
historical repayment experience (generally 1 to 2 years).(2)
    
    Equity and tax exempt securities held by the parent company with a cost of $162.6, $88.6
million, and $95.1 million and a fair value of $179.5 million, $99.9 million, and $103.2
million, at December 31, 2007, 2006 and 2005, respectively, were excluded from the above
table. At December 31, 2007, equities held by BankAtlantic with a cost of $750,000 and a
fair value of $1.4 million was excluded from the above table.  December 31, 2007 (1)Gross
    
    GrossAmortized
    
    Unrealized
    
    Unrealized
    
    EstimatedCost
    
    Appreciation
    
    Depreciation
    
    Fair ValueTax certificates and investment
securities:Tax certificates:Cost equals market
    
    $
    188,401
    
    
    
    
    
    
    
    
    
    
    
    188,401Securities available for sale:Investment securities:Cost equals market
    
    
    235
    
    
    
    
    
    
    
    
    
    
    
    235Market over cost
    
    
    450
    
    
    
    
    
    
    
    4
    
    
    
    446Mortgage-backed securities :Cost equals market
    
    
    18,959
    
    
    
    
    
    
    
    
    
    
    
    18,959Market over cost
    
    
    612,539
    
    
    
    5,737
    
    
    
    
    
    
    
    618,276Cost over market
    
    
    154,184
    
    
    
    
    
    
    
    2,958
    
    
    
    151,226Total
    
    $
    974,768
    
    
    
    5,737
    
    
    
    2,962
    
    
    
    977,543
 7




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##### Table of Contents



1)
    
    The above table excludes Parent Company equity securities with a cost of $162.6
million and a fair value of $179.5 million at December 31, 2007. At December 31, 2007,
equities held by BankAtlantic with a cost of $750,000 and a fair value of $1.4 million
was excluded from the above table.  Income-Producing Real Estate Joint Venture Investments:
 Lending Joint Venture:
  Deposits:
 Federal Home Loan Bank (FHLB) Advances:
 Other Short-Term Borrowings:
 
    
    Securities sold under agreements to repurchase include a sale of a portion of its
current investment portfolio (usually mortgage-backed securities and REMICs) at a
negotiated rate and an agreement to repurchase the same assets on a specified future date.
BankAtlantic issues repurchase agreements to institutions and to its customers. These
transactions are collateralized by securities in its investment portfolio but are not
insured by the FDIC. See note 15 to the Notes to Consolidated Financial Statements for
more information regarding BankAtlantics Securities sold under agreements to repurchase
borrowings.
    
    Treasury tax and loan borrowings represent BankAtlantics participation in the Federal
Reserve Treasury Investment Program. Under this program the Federal Reserve places funds
with BankAtlantic obtained from treasury tax and loan payments received by financial
institutions. See note 14 to the Notes to Consolidated Financial Statements for more
information regarding BankAtlantics Treasury tax and loan borrowings.
    
    Federal funds borrowings occur under established facilities with various
federally-insured banking institutions to purchase federal funds. We also have a borrowing
facility with various federal agencies which may place funds with us at overnight rates.
BankAtlantic uses these facilities on an overnight basis to assist in managing its cash
flow
 8




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##### Table of Contents



requirements. BankAtlantic also has a facility with the Federal Reserve Bank of
Atlanta for secured advances. These advances are collateralized by a security lien
against its consumer loans. See note 14 to the Notes to Consolidated Financial
Statements for more information regarding BankAtlantics federal funds borrowings.
    
    BankAtlantics other borrowings have floating interest rates and consist of a
mortgage-backed bond and subordinated debentures. See note 16 to the Notes to
Consolidated Financial Statements for more information regarding BankAtlantics other
borrowings.
 Parent Company
   December 31, 2007Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    EstimatedValue
    
    Appreciation
    
    Depreciation
    
    Fair ValueSecurities available
for sale:Equity securities
    
    $
    122,997
    
    
    
    12,449
    
    
    
    
    
    
    
    135,446Investment securities:Investment
securities (1)
    
    
    39,617
    
    
    
    4,468
    
    
    
    
    
    
    
    44,085Total
    
    $
    162,614
    
    
    
    16,917
    
    
    
    
    
    
    
    179,531
 December 31, 2006Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    EstimatedValue
    
    Appreciation
    
    Depreciation
    
    Fair ValueSecurities available
for sale:Equity securities
    
    $
    82,134
    
    
    
    9,554
    
    
    
    
    
    
    
    91,688Investment securities:Investment
securities (1)
    
    
    6,500
    
    
    
    1,714
    
    
    
    
    
    
    
    8,214Total
    
    $
    88,634
    
    
    
    11,268
    
    
    
    
    
    
    
    99,902
 9




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##### Table of Contents



(1)
    
    Investment securities in 2007 consist of Stifel common stock that is subject to
restrictions for more than one year and are accounted for as investment securities at
cost. Also included in investment securities at December 31, 2007 and 2006 were equity
instruments purchased through private placements and are accounted for at historical cost
adjusted for other-than-temporary declines in value. Employees
   December 31, 2007
    
    December 31, 2006Full-
    
    Part-
    
    Full-
    
    Part-Time
    
    time
    
    time
    
    timeBankAtlantic Bancorp
    
    
    7
    
    
    
    
    
    
    
    8
    
    
    
    BankAtlantic
    
    
    2,207
    
    
    
    355
    
    
    
    2,425
    
    
    
    386Total
    
    
    2,214
    
    
    
    355
    
    
    
    2,433
    
    
    
    386
 Competition
    Regulation and Supervision
 Holding Company
   10




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##### Table of Contents




    
    acquiring another savings institution or its holding company without prior written
approval of the OTS;
    
    acquiring or retaining, with certain exceptions, more than 5% of a non-subsidiary
savings institution, a non-subsidiary holding company, or a non-subsidiary company engaged
in activities other than those permitted by HOLA; or
    
    acquiring or retaining control of a depository institution that is not insured by the
FDIC.
    BankAtlantic
   11




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##### Table of Contents



Regulation of Federal Savings Banks
 Business Activities
 
    
    mortgage loans secured by residential and commercial real estate;
    
    commercial and consumer loans;
    
    certain types of debt securities; and
    
    certain other assets.
  Loans to One Borrower
 QTL Test
 Capital Requirements
 
    
    a tangible capital requirement for savings banks to have tangible capital in an amount
equal to at least 1.5% of adjusted total assets;
    
    a leverage ratio requirement:
 o
    
    for savings banks assigned the highest composite rating of 1, to have
core capital in an amount equal to at least 3% of adjusted total assets; oro
    
    for savings banks assigned any other composite rating, to have core
capital in an amount equal to at least 4% of adjusted total assets, or a higher
percentage if warranted by the particular circumstances or risk profile of the
savings bank; and
 
    
    a risk-based capital requirement for savings banks to have capital in an amount equal
to at least 8% of risk-weighted assets.
   12




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##### Table of Contents



Limitation on Capital Distributions
   Liquidity
 Assessments
 
    
    the size of the savings bank, on which the basic assessment is based;
    
    the savings banks supervisory condition, which results in an additional assessment
based on a percentage of the basic assessment for any savings bank with a composite rating
of 3, 4 or 5 in its most recent safety and soundness examination; and
    
    the complexity of the savings banks operations, which results in an additional
assessment based on a percentage of the basic assessment for any savings bank that has
more than $1 billion in trust assets that it administers, loans that it services for
others or assets covered by its recourse obligations or direct credit substitutes.
  Branching
 Community Reinvestment
 
    
    a lending test, to evaluate the institutions record of making loans in its designated
assessment areas;
    
    an investment test, to evaluate the institutions record of investing in community
development projects, affordable housing, and programs benefiting low or moderate income
individuals and businesses; and
    
    a service test, to evaluate the institutions delivery of banking services throughout
its designated assessment area.
 13




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##### Table of Contents



Transactions with Related Parties
  
    
    making or renewing a loan or other extension of credit to an affiliate;
    
    purchasing, or investing in, a security issued by an affiliate;
    
    purchasing an asset from an affiliate;
    
    accepting a security issued by an affiliate as collateral for a loan or other extension
of credit to any person or entity; and
    
    issuing a guarantee, acceptance or letter of credit on behalf of an affiliate.
  
    
    making a loan or other extension of credit to an affiliate that is engaged in any
non-bank holding company activity; and
    
    purchasing, or investing in, securities issued by an affiliate that is not a
subsidiary.
  Enforcement
 Examination
 14




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##### Table of Contents



Standards for Safety and Soundness
 Shared National Credit Program
 Real Estate Lending Standards
 Prompt Corrective Regulatory Action
 
    
    its total capital is at least 10% of its risk-weighted assets;
    
    its core capital is at least 6% of its risk-weighted assets;
    
    its core capital is at least 5% of its adjusted total assets; and
    
    it is not subject to any written agreement, order, capital directive or prompt
corrective action directive issued by the OTS, or certain regulations, to meet or maintain
a specific capital level for any capital measure.
  15




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Insurance of Deposit Accounts
     Privacy and Security Protection
 Insurance Activities
 Federal Home Loan Bank System
 16




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##### Table of Contents



Federal Reserve System
 Anti-Terrorism and Anti-Money Laundering Regulations
  
    
    internal policies, procedures and controls designed to implement and maintain the
savings banks
compliance with all of the requirements of the USA PATRIOT Act, the BSA and related laws
and regulations;
    
    systems and procedures for monitoring and reporting of suspicious transactions and
activities;
    
    a designated compliance officer;
    
    employee training;
    
    an independent audit function to test the anti-money laundering program;
    
    procedures to verify the identity of each customer upon the opening of accounts; and
    
    heightened due diligence policies, procedures and controls applicable to certain
foreign accounts and relationships.
  17




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##### Table of Contents



Consumer Protection
 
    
    require lenders to disclose credit terms in meaningful and consistent ways;
    
    require financial institutions to establish policies and procedures regarding identity
theft and notify customers of certain information concerning their credit reporting;
    
    prohibit discrimination against an applicant in any consumer or business credit
transaction;
    
    prohibit discrimination in housing-related lending activities;
    
    require certain lender banks to collect and report applicant and borrower data
regarding loans for home purchase or improvement projects;
    
    require lenders to provide borrowers with information regarding the nature and cost of
real estate settlements;
    
    prohibit certain lending practices and limit escrow account amounts with respect to
real estate transactions; and
    
    prescribe penalties for violations of the requirements of consumer protection statutes
and regulations.
 
 ITEM 1A. RISK FACTORS
 BankAtlantic
 A decline in the Florida real estate market has and may continue to adversely affect our earnings
and financial condition.
  BankAtlantics loan portfolio is concentrated in real estate lending which makes its loan portfolio
more susceptible to credit losses in the current depressed real estate market.
    18




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##### Table of Contents



BankAtlantics consumer loan portfolio is concentrated in home equity loans collateralized by
Florida properties primarily located in the markets where we operate our store network.
  19




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##### Table of Contents



BankAtlantics loan portfolio subjects it to high levels of credit risk.
   BankAtlantics interest-only residential loans expose it to greater credit risks.
  Increase in the Allowance for Loan Losses will result in reduced earnings.
  
    
    the risk characteristics of various classifications of loans;
    
    Previous loan loss experience;
    
    specific loans that have loss potential;
    
    delinquency trends;
    
    estimated fair value of the collateral;
    
    current economic conditions;
    
    the views of its regulators; and
    
    geographic and industry loan concentrations.
  20




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##### Table of Contents



Adverse events in Florida, where our business is currently concentrated, could adversely impact our
results and future growth.
  Changes in interest rates could adversely affect our net interest income and profitability.
   
    
    interest income on interest-earning assets, such as loans; and
    
    interest expense on interest-bearing liabilities, such as deposits.
   
    
    it amortizes premiums on acquired loans and securities, and if loans
are prepaid, the unamortized premium will be charged off; and
    
    the yields it earns on the investment of funds that it receives from
prepaid loans and securities are generally less than the yields that
it earned on the prepaid loans.
   21




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##### Table of Contents



BankAtlantics Floridas Most Convenient Bank initiative and related infrastructure expansion to
support a larger organization has resulted in higher operating expenses, which has had an adverse
impact on our earnings.
   BankAtlantics new stores may not achieve profitability.
  BankAtlantic obtains a significant portion of its non-interest income through service charges on
core deposit accounts.
  22




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##### Table of Contents



Regulatory Compliance.
  Parent Company
 BankAtlantic Bancorp services its debt and pays dividends primarily from dividends from
BankAtlantic, which are subject to regulatory limits.
      We are controlled by BFC Financial Corporation and its control position may adversely affect the
market price of our Class A common stock.
  23




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##### Table of Contents



Our activities and our subsidiarys activities are subject to regulatory requirements that could
have a material adverse effect on our business.
  
    
    limit the payment of dividends by BankAtlantic to us;
    
    limit transactions between us, BankAtlantic and the subsidiaries or affiliates of either;
    
    limit our activities and the activities of BankAtlantic; or
    
    impose capital requirements on us.
  Our portfolio of equity securities subjects us to equity pricing risks.
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  24




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##### Table of Contents



ITEM 2. PROPERTIES
   Miami -
    
    
    
    
    
    Palm
    
    
    Tampa
    
    
    Orlando /Dade
    
    
    Broward
    
    
    Beach
    
    
    Bay
    
    
    JacksonvilleOwned full-service stores
    
    
    9
    
    
    
    12
    
    
    
    25
    
    
    
    7
    
    
    
    2Leased full-service stores
    
    
    13
    
    
    
    11
    
    
    
    5
    
    
    
    8
    
    
    
    1Ground leased full-service stores (1)
    
    
    2
    
    
    
    3
    
    
    
    1
    
    
    
    3
    
    
    
    1Total full-service stores
    
    
    24
    
    
    
    26
    
    
    
    31
    
    
    
    18
    
    
    
    4Lease expiration dates
    
    
    2008-2026
    
    
    
    2008-2015
    
    
    
    2008-2012
    
    
    
    2008-2026
    
    
    
    2014Ground lease expiration dates
    
    
    2026-2027
    
    
    
    2017-2072
    
    
    
    2026
    
    
    
    2026
    
    
    
    2027
 
 (1)
    
    Stores in which BankAtlantic owns the building and leases the land.  Miami -
    
    
    
    
    
    Palm
    
    
    Tampa
    
    
    Orlando /Dade
    
    
    Broward
    
    
    Beach
    
    
    Bay
    
    
    JacksonvilleLeased drive-through facilities
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    Leased drive through expiration dates
    
    
    2010
    
    
    
    2011-2014
    
    
    
    
    
    
    
    
    
    
    
    Leased back-office facilities
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    1
    
    
    
    1Leased back-office expiration dates
    
    
    
    
    
    
    2009-2011
    
    
    
    
    
    
    
    2011
    
    
    
    2013Leased loan production facilities
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2Leased loan production expiration
dates
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    2009
    
    
    
    2009-2011
  Miami -
    
    
    
    
    
    Palm
    
    
    Tampa
    
    
    Orlando /Dade
    
    
    Broward
    
    
    Beach
    
    
    Bay
    
    
    JacksonvilleExecuted leases for expansion
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    2
    
    
    
    Executed lease expiration dates
    
    
    2017
    
    
    
    2029
    
    
    
    
    
    
    
    2027-2028
    
    
    
    Executed leases held for
sublease
    
    
    
    
    
    
    2
    
    
    
    1
    
    
    
    3
    
    
    
    6Executed lease expiration dates
    
    
    
    
    
    
    2012-2029
    
    
    
    2028
    
    
    
    2027-2048
    
    
    
    2027-2029Land held for sale
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    6
 25




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##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
 Joseph C. Hubbard, individually and on behalf of all others similarly situated, vs. BankAtlantic
Bancorp, Inc., James A. White, Valerie C. Toalson, Jarett S. Levan, and Alan B. Levan
 Alarm
Specialties, Inc. v. BankAtlantic Bancorp, Inc. Hubbard
  Wilmine Almonor, individually and on behalf of all others similarly situated, vs. BankAtlantic
Bancorp, Inc., Steven M. Coldren, Mary E. Ginestra, Willis N. Holcombe, Jarett S. Levan, John E.
Abdo, David A. Lieberman, Charlie C. Winningham II, D. Keith Cobb, Bruno L. DiGiulian, Alan B.
Levan, James A. White, the Security Plus Plan Committee, and Unknown Fiduciary Defendants 1-50
 Hubbard
  26




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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  27




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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    Class A CommonStock PriceHigh
    
    
    LowFor the year ended December 31, 2007
    
    $
    13.98
    
    
    $
    2.89Fourth quarter
    
    
    9.60
    
    
    
    2.89Third quarter
    
    
    9.25
    
    
    
    7.50Second quarter
    
    
    11.25
    
    
    
    8.38First quarter
    
    
    13.98
    
    
    
    10.87For the year ended December 31, 2006
    
    $
    15.99
    
    
    $
    12.66Fourth quarter
    
    
    13.94
    
    
    
    12.66Third quarter
    
    
    14.97
    
    
    
    12.96Second quarter
    
    
    15.99
    
    
    
    13.86First quarter
    
    
    15.23
    
    
    
    12.67
   28




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##### Table of Contents



Cash Dividends Per
    
    
    Cash Dividends PerShare of Class B
    
    
    Share of Class ACommon Stock
    
    
    Common StockFiscal year ended December 31, 2007
    
    $
    0.1282
    
    
    $
    0.1282Fourth quarter
    
    
    0.0050
    
    
    
    0.0050Third quarter
    
    
    0.0412
    
    
    
    0.0412Second quarter
    
    
    0.0410
    
    
    
    0.0410First quarter
    
    
    0.0410
    
    
    
    0.0410Fiscal year ended December 31, 2006
    
    $
    0.1580
    
    
    $
    0.1580Fourth quarter
    
    
    0.0410
    
    
    
    0.0410Third quarter
    
    
    0.0410
    
    
    
    0.0410Second quarter
    
    
    0.0380
    
    
    
    0.0380First quarter
    
    
    0.0380
    
    
    
    0.0380
  Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    
    Weighted-average
    
    
    equity compensation plansbe issued upon exercise
    
    
    exercise price of
    
    
    excluding outstandingPlan category
    
    of outstanding options
    
    
    outstanding options
    
    
    optionsEquity compensation plans
approved by security
holders
    
    
    5,269,107
    
    
    $
    11.28
    
    
    
    3,459,860Equity compensation plans
not approved by security
holders
    
    
    42,937
    (1)
    
    
    4.89
    
    
    
    Total
    
    
    5,312,044
    
    
    $
    11.23
    
    
    
    3,459,860
 
 (1)
    
    During 1999, non-qualifying options for 751 shares of Class A common stock were
granted to each employee of BankAtlantic, other than executive officers, under the
BankAtlantic Bancorp 1999 non-qualifying stock option plan. The options were granted with
exercise prices equal to the fair value on the grant date with a ten year term. All
outstanding options under the BankAtlantic Bancorp 1999 non-qualifying stock option plan
were vested as of December 31, 2004.   29




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##### Table of Contents



Shareholder Return Performance Graph
  12/31/2003
    
    
    
    12/31/2004
    
    
    
    12/31/2005
    
    
    
    12/31/2006
    
    
    
    12/31/2007Standard and Poors 500
Stock Index
    
    
    
    126.39
    
    
    
    
    137.74
    
    
    
    
    141.88
    
    
    
    
    161.20
    
    
    
    
    166.88Nasdaq Bank Stocks
    
    
    
    129.94
    
    
    
    
    144.23
    
    
    
    
    137.98
    
    
    
    
    152.21
    
    
    
    
    118.61BankAtlantic Bancorp, Inc.
    
    
    
    201.06
    
    
    
    
    285.28
    
    
    
    
    200.71
    
    
    
    
    200.13
    
    
    
    
    59.42
 
 30




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##### Table of Contents



ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
 For the Years Ended December 31,(In thousands except share and per share data)
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Income StatementTotal interest income
    
    $
    371,633
    
    
    
    367,177
    
    
    
    345,894
    
    
    
    249,204
    
    
    
    251,412Total interest expense
    
    
    192,857
    
    
    
    167,057
    
    
    
    141,909
    
    
    
    86,798
    
    
    
    111,934Net interest income
    
    
    178,776
    
    
    
    200,120
    
    
    
    203,985
    
    
    
    162,406
    
    
    
    139,478Provision for (recovery from) loan losses
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )
    
    
    (5,109
    )
    
    
    (547
    )Securities activities, net
    
    
    8,412
    
    
    
    9,813
    
    
    
    847
    
    
    
    3,730
    
    
    
    (1,553
    )Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,840
    
    
    
    Other non-interest income
    
    
    143,420
    
    
    
    132,803
    
    
    
    101,452
    
    
    
    86,415
    
    
    
    72,328Restructuring charges, impairments
and exit activities
    
    
    8,351
    
    
    
    
    
    
    
    3,706
    
    
    
    257
    
    
    
    1,007Other non-interest expense
    
    
    308,999
    
    
    
    300,186
    
    
    
    243,264
    
    
    
    198,736
    
    
    
    164,341(Loss) income from continuing operations
before income taxes
    
    
    (57,584
    )
    
    
    33,976
    
    
    
    65,929
    
    
    
    81,507
    
    
    
    45,452(Benefit) provision for income taxes
    
    
    (27,572
    )
    
    
    7,097
    
    
    
    23,403
    
    
    
    28,222
    
    
    
    16,500(Loss) income from continuing operations
    
    
    (30,012
    )
    
    
    26,879
    
    
    
    42,526
    
    
    
    53,285
    
    
    
    28,952Discontinued operations, net of tax (5)
    
    
    7,812
    
    
    
    (11,492
    )
    
    
    16,656
    
    
    
    17,483
    
    
    
    38,765Net (loss) income
    
    $
    (22,200
    )
    
    
    15,387
    
    
    
    59,182
    
    
    
    70,768
    
    
    
    67,717Performance ratiosReturn on average assets (1)
    
    
    (0.47
    )
    
    
    0.42
    
    
    
    0.64
    
    
    
    1.01
    
    
    
    0.52
    %Return on average equity (1)
    
    
    (5.91
    )
    
    
    5.12
    
    
    
    8.42
    
    
    
    11.98
    
    
    
    5.88Average equity to average assets
    
    
    7.91
    
    
    
    8.19
    
    
    
    7.65
    
    
    
    8.40
    
    
    
    8.92Dividend payout ratio (2)
    
    
    (24.79
    )
    
    
    36.01
    
    
    
    20.83
    
    
    
    15.25
    
    
    
    25.99
 For the Years Ended December 31,(In thousands except share and per share data)
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Diluted earnings per shareDiluted (loss) earnings from continuing
operations
    
    $
    (0.52
    )
    
    
    0.43
    
    
    
    0.67
    
    
    
    0.85
    
    
    
    0.46Diluted earnings (loss) per share from
discontinued operations (5)
    
    
    0.14
    
    
    
    (0.18
    )
    
    
    0.25
    
    
    
    0.26
    
    
    
    0.62Diluted (loss) earnings per share
    
    $
    (0.38
    )
    
    
    0.25
    
    
    
    0.92
    
    
    
    1.11
    
    
    
    1.08Per common share dataCash dividends declared per
common share Class A
    
    $
    0.128
    
    
    
    0.158
    
    
    
    0.146
    
    
    
    0.136
    
    
    
    0.128Cash dividends declared per
common share Class B
    
    
    0.128
    
    
    
    0.158
    
    
    
    0.146
    
    
    
    0.136
    
    
    
    0.128Book value per share (3)
    
    
    8.19
    
    
    
    8.60
    
    
    
    8.50
    
    
    
    7.81
    
    
    
    6.98Tangible book value per share (3)
    
    
    6.84
    
    
    
    7.23
    
    
    
    7.10
    
    
    
    6.36
    
    
    
    5.48
 31




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##### Table of Contents



As of December 31,(In thousands except share  and per share data)
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Balance Sheet (at year end)Loans, net
    
    $
    4,524,188
    
    
    
    4,595,920
    
    
    
    4,624,772
    
    
    
    4,599,048
    
    
    
    3,686,153Securities
    
    
    1,169,673
    
    
    
    1,059,111
    
    
    
    1,042,217
    
    
    
    1,070,691
    
    
    
    551,217Total assets
    
    
    6,378,817
    
    
    
    6,495,662
    
    
    
    6,471,411
    
    
    
    6,356,777
    
    
    
    4,831,549Deposits
    
    
    3,953,405
    
    
    
    3,867,036
    
    
    
    3,752,676
    
    
    
    3,457,202
    
    
    
    3,058,142Securities sold under agreements
to repurchase and other
short term borrowings
    
    
    167,240
    
    
    
    133,958
    
    
    
    255,501
    
    
    
    401,643
    
    
    
    138,809Other borrowings (4)
    
    
    1,717,893
    
    
    
    1,810,247
    
    
    
    1,724,160
    
    
    
    1,845,504
    
    
    
    1,082,066Stockholders equity
    
    
    459,321
    
    
    
    524,982
    
    
    
    516,336
    
    
    
    469,265
    
    
    
    413,452Asset quality ratios for
BankAtlanticNon-performing assets, net of
reserves,
as a percent of total loans, tax
certificates and repossessed
assets
    
    
    4.10
    
    
    
    0.55
    
    
    
    0.17
    
    
    
    0.19
    
    
    
    0.36
    %Loan loss allowance as a percent of
non-performing loans
    
    
    52.65
    
    
    
    982.89
    
    
    
    605.68
    
    
    
    582.18
    
    
    
    422.06Loan loss allowance as a percent
of total loans
    
    
    2.04
    
    
    
    0.94
    
    
    
    0.88
    
    
    
    1.00
    
    
    
    1.24Capital ratios for BankAtlantic:Total risk based capital
    
    
    11.63
    
    
    
    12.08
    
    
    
    11.50
    
    
    
    10.80
    
    
    
    12.06
    %Tier I risk based capital
    
    
    9.85
    
    
    
    10.50
    
    
    
    10.02
    
    
    
    9.19
    
    
    
    10.22Leverage
    
    
    6.94
    
    
    
    7.55
    
    
    
    7.42
    
    
    
    6.83
    
    
    
    8.52
 
 1.
    
    The return on average assets is equal to income from continuing operations (numerator)
divided by average consolidated assets (denominator) during the respective year. The
return on average equity is equal to income from continuing operations (numerator) divided
by average consolidated equity (denominator) during the respective year. Income from
continuing operations excludes the income from Levitt Corporation for the year ended
December 31, 2003 and the income from Ryan Beck Holdings, Inc. for all periods presented.
While income from continuing operations (numerator) excludes income from these discontinued
operations, average consolidated assets includes the assets of the discontinued operations.
Average consolidated equity (denominator) was not adjusted for the $126 million reduction
in retained earnings related to the December 31, 2003 spin-off of Levitt Corporation.2.
    
    Cash dividends declared on common shares divided by income from continuing operations.3.
    
    The denominator of book value and tangible book value per share was computed by
combining the number of Class A and Class B shares outstanding at year end for all periods.4.
    
    Other borrowings consist of FHLB advances, subordinated debentures, notes, bonds
payable, secured borrowings, and junior subordinated debentures. Secured borrowings were
recognized on loan participation agreements that constituted a legal sale of a portion of
the loan but that were not qualified to be accounted for as a loan sale.5.
    
    Discontinued operations includes the earnings of Levitt Corporation during the year
ended December 31, 2003 and includes the earnings of Ryan Beck for each of the years in
the five year period ending December 31, 2007. 32




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
 Introduction
   Consolidated Results of Operations
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005BankAtlantic
    
    $
    (19,440
    )
    
    $
    36,322
    
    
    $
    55,820Parent Co.
    
    
    (10,572
    )
    
    
    (9,443
    )
    
    
    (13,294
    )Net (loss) income
    
    $
    (30,012
    )
    
    $
    26,879
    
    
    $
    42,526
   33




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##### Table of Contents



Floridas
Most Convenient Bank
   BankAtlantic Results of Operations
 Summary
  Floridas Most Convenient Bank
   34




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##### Table of Contents



For the Years Ended
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2007 vs
    
    
    2006 vs2007
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Net interest income
    
    $
    199,510
    
    
    
    219,605
    
    
    
    221,075
    
    
    
    (20,095
    )
    
    
    (1,470
    )(Provision for) recovery from loan
losses
    
    
    (70,842
    )
    
    
    (8,574
    )
    
    
    6,615
    
    
    
    (62,268
    )
    
    
    (15,189
    )Net income after provision for loan
losses
    
    
    128,668
    
    
    
    211,031
    
    
    
    227,690
    
    
    
    (82,363
    )
    
    
    (16,659
    )Non-interest income
    
    
    144,412
    
    
    
    131,844
    
    
    
    100,060
    
    
    
    12,568
    
    
    
    31,784Non-interest expense
    
    
    (313,898
    )
    
    
    (293,448
    )
    
    
    (241,092
    )
    
    
    (20,450
    )
    
    
    (52,356
    )BankAtlantic (loss) income before income taxes
    
    
    (40,818
    )
    
    
    49,427
    
    
    
    86,658
    
    
    
    (90,245
    )
    
    
    (37,231
    )Benefit (provision) for income taxes
    
    
    21,378
    
    
    
    (13,105
    )
    
    
    (30,838
    )
    
    
    34,483
    
    
    
    17,733BankAtlantic net (loss) contribution
    
    $
    (19,440
    )
    
    
    36,322
    
    
    
    55,820
    
    
    
    (55,762
    )
    
    
    (19,498
    )
 35




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##### Table of Contents



BankAtlantics Net Interest Income
 For the Years EndedDecember 31, 2007
    
    
    December 31, 2006
    
    
    December 31, 2005(Dollars are in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateInterest earning assetsLoans: (a)Residential real estate
    
    $
    2,209,832
    
    
    
    120,768
    
    
    
    5.47
    %
    
    $
    2,099,664
    
    
    
    109,103
    
    
    
    5.20
    %
    
    $
    2,177,432
    
    
    
    106,992
    
    
    
    4.91
    %Commercial real estate
    
    
    1,367,095
    
    
    
    108,931
    
    
    
    7.97
    
    
    
    1,530,282
    
    
    
    128,420
    
    
    
    8.39
    
    
    
    1,828,557
    
    
    
    130,379
    
    
    
    7.13Consumer
    
    
    650,764
    
    
    
    47,625
    
    
    
    7.32
    
    
    
    558,769
    
    
    
    41,997
    
    
    
    7.52
    
    
    
    514,822
    
    
    
    31,348
    
    
    
    6.09Commercial business
    
    
    142,455
    
    
    
    12,720
    
    
    
    8.93
    
    
    
    140,465
    
    
    
    12,452
    
    
    
    8.86
    
    
    
    94,420
    
    
    
    7,455
    
    
    
    7.90Small business
    
    
    298,774
    
    
    
    23,954
    
    
    
    8.02
    
    
    
    259,816
    
    
    
    20,988
    
    
    
    8.08
    
    
    
    211,371
    
    
    
    16,520
    
    
    
    7.82Total loans
    
    
    4,668,920
    
    
    
    313,998
    
    
    
    6.73
    
    
    
    4,588,996
    
    
    
    312,960
    
    
    
    6.82
    
    
    
    4,826,602
    
    
    
    292,694
    
    
    
    6.06Tax exempt securities (c)
    
    
    328,583
    
    
    
    19,272
    
    
    
    5.87
    
    
    
    396,539
    
    
    
    23,162
    
    
    
    5.84
    
    
    
    368,807
    
    
    
    21,391
    
    
    
    5.80Taxable investment securities (b)
    
    
    689,263
    
    
    
    42,849
    
    
    
    6.22
    
    
    
    618,913
    
    
    
    36,912
    
    
    
    5.96
    
    
    
    698,279
    
    
    
    37,184
    
    
    
    5.33Federal funds sold
    
    
    3,638
    
    
    
    195
    
    
    
    5.36
    
    
    
    1,824
    
    
    
    22
    
    
    
    1.21
    
    
    
    4,275
    
    
    
    17
    
    
    
    0.40Total investment securities
    
    
    1,021,484
    
    
    
    62,316
    
    
    
    6.10
    
    
    
    1,017,276
    
    
    
    60,096
    
    
    
    5.91
    
    
    
    1,071,361
    
    
    
    58,592
    
    
    
    5.47Total interest earning assets
    
    
    5,690,404
    
    
    
    376,314
    
    
    
    6.61
    %
    
    
    5,606,272
    
    
    
    373,056
    
    
    
    6.65
    %
    
    
    5,897,963
    
    
    
    351,286
    
    
    
    5.96
    %Total non-interest earning assets
    
    
    510,173
    
    
    
    
    
    
    
    
    
    
    
    448,296
    
    
    
    
    
    
    
    
    
    
    
    389,186Total assets
    
    $
    6,200,577
    
    
    
    
    
    
    
    
    
    
    $
    6,054,568
    
    
    
    
    
    
    
    
    
    
    $
    6,287,149Interest bearing liabilitiesDeposits:Savings
    
    $
    584,542
    
    
    
    12,559
    
    
    
    2.15
    %
    
    $
    369,504
    
    
    
    2,936
    
    
    
    0.79
    %
    
    $
    298,867
    
    
    
    909
    
    
    
    0.30
    %NOW, money funds and checking
    
    
    1,450,960
    
    
    
    26,031
    
    
    
    1.79
    
    
    
    1,502,058
    
    
    
    20,413
    
    
    
    1.36
    
    
    
    1,582,182
    
    
    
    16,593
    
    
    
    1.05Certificate accounts
    
    
    992,043
    
    
    
    45,886
    
    
    
    4.63
    
    
    
    868,777
    
    
    
    35,610
    
    
    
    4.10
    
    
    
    784,525
    
    
    
    22,582
    
    
    
    2.88Total interest bearing deposits
    
    
    3,027,545
    
    
    
    84,476
    
    
    
    2.79
    
    
    
    2,740,339
    
    
    
    58,959
    
    
    
    2.15
    
    
    
    2,665,574
    
    
    
    40,084
    
    
    
    1.50Securities sold under agreements
to repurchase and federal funds
purchased
    
    
    194,222
    
    
    
    9,829
    
    
    
    5.06
    
    
    
    304,635
    
    
    
    15,309
    
    
    
    5.03
    
    
    
    314,782
    
    
    
    9,760
    
    
    
    3.10Advances from FHLB
    
    
    1,379,106
    
    
    
    73,256
    
    
    
    5.31
    
    
    
    1,265,772
    
    
    
    66,492
    
    
    
    5.25
    
    
    
    1,538,852
    
    
    
    62,175
    
    
    
    4.04Subordinated debentures and
notes payable
    
    
    28,946
    
    
    
    2,498
    
    
    
    8.63
    
    
    
    66,287
    
    
    
    5,513
    
    
    
    8.32
    
    
    
    191,050
    
    
    
    12,584
    
    
    
    6.59Total interest bearing liabilities
    
    
    4,629,819
    
    
    
    170,059
    
    
    
    3.67
    
    
    
    4,377,033
    
    
    
    146,273
    
    
    
    3.34
    
    
    
    4,710,258
    
    
    
    124,603
    
    
    
    2.65Non-interest bearing liabilitiesDemand deposit and escrow accounts
    
    
    946,356
    
    
    
    
    
    
    
    
    
    
    
    1,056,254
    
    
    
    
    
    
    
    
    
    
    
    979,075Other liabilities
    
    
    55,683
    
    
    
    
    
    
    
    
    
    
    
    61,392
    
    
    
    
    
    
    
    
    
    
    
    53,150Total non-interest bearing liabilities
    
    
    1,002,039
    
    
    
    
    
    
    
    
    
    
    
    1,117,646
    
    
    
    
    
    
    
    
    
    
    
    1,032,225Stockholders equity
    
    
    568,719
    
    
    
    
    
    
    
    
    
    
    
    559,889
    
    
    
    
    
    
    
    
    
    
    
    544,666Total liabilities and stockholders
equity
    
    $
    6,200,577
    
    
    
    
    
    
    
    
    
    
    $
    6,054,568
    
    
    
    
    
    
    
    
    
    
    $
    6,287,149Net interest income/net interest spread
    
    
    
    
    
    
    206,255
    
    
    
    2.94
    %
    
    
    
    
    
    
    226,783
    
    
    
    3.31
    %
    
    
    
    
    
    
    226,683
    
    
    
    3.31
    %Tax equivalent adjustment
    
    
    
    
    
    
    (6,745
    )
    
    
    
    
    
    
    
    
    
    
    (8,107
    )
    
    
    
    
    
    
    
    
    
    
    (7,487
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    929
    
    
    
    
    
    
    
    
    
    
    
    1,879Net interest income
    
    
    
    
    
    
    199,510
    
    
    
    
    
    
    
    
    
    
    
    219,605
    
    
    
    
    
    
    
    
    
    
    
    221,075MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    6.61
    %
    
    
    
    
    
    
    
    
    
    
    6.65
    %
    
    
    
    
    
    
    
    
    
    
    5.96
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.99
    
    
    
    
    
    
    
    
    
    
    
    2.61
    
    
    
    
    
    
    
    
    
    
    
    2.11Tax equivalent net interest margin
    
    
    
    
    
    
    
    
    
    
    3.62
    %
    
    
    
    
    
    
    
    
    
    
    4.04
    %
    
    
    
    
    
    
    
    
    
    
    3.85
    %
 
 (a)
    
    Includes non-accruing loans(b)
    
    Average balances were based on amortized cost.(c)
    
    The tax equivalent basis is computed using a 35% tax rate. 36




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##### Table of Contents



For the Year Ended December 31, 2007 Compared to the Same 2006 Period
        37




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##### Table of Contents



For the Year Ended December 31, 2006 Compared to the Same 2005 Period
     38




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##### Table of Contents



Year Ended
    
    Year EndedDecember 31, 2007
    
    December 31, 2006Compared to Year Ended
    
    Compared to Year EndedDecember 31, 2006
    
    December 31, 2005Volume (a)
    
    Rate
    
    Total
    
    Volume (a)
    
    Rate
    
    TotalIncrease (decrease) due to:Loans
    
    $
    5,375
    
    
    
    (4,337
    )
    
    
    1,038
    
    
    
    (16,204
    )
    
    
    36,470
    
    
    
    20,266Tax exempt securities
    
    
    (3,986
    )
    
    
    96
    
    
    
    (3,890
    )
    
    
    1,620
    
    
    
    151
    
    
    
    1,771Taxable investment securities (b)
    
    
    4,373
    
    
    
    1,564
    
    
    
    5,937
    
    
    
    (4,733
    )
    
    
    4,461
    
    
    
    (272
    )Federal funds sold
    
    
    97
    
    
    
    76
    
    
    
    173
    
    
    
    (30
    )
    
    
    35
    
    
    
    5Total earning assets
    
    
    5,859
    
    
    
    (2,601
    )
    
    
    3,258
    
    
    
    (19,347
    )
    
    
    41,117
    
    
    
    21,770Deposits:Savings
    
    
    4,620
    
    
    
    5,003
    
    
    
    9,623
    
    
    
    561
    
    
    
    1,466
    
    
    
    2,027NOW, money funds,
and checking
    
    
    (917
    )
    
    
    6,535
    
    
    
    5,618
    
    
    
    (1,089
    )
    
    
    4,909
    
    
    
    3,820Certificate accounts
    
    
    5,702
    
    
    
    4,574
    
    
    
    10,276
    
    
    
    3,453
    
    
    
    9,575
    
    
    
    13,028Total deposits
    
    
    9,405
    
    
    
    16,112
    
    
    
    25,517
    
    
    
    2,925
    
    
    
    15,950
    
    
    
    18,875Securities sold under
agreements to repurchase
    
    
    (5,588
    )
    
    
    108
    
    
    
    (5,480
    )
    
    
    (510
    )
    
    
    6,059
    
    
    
    5,549Advances from FHLB
    
    
    6,020
    
    
    
    744
    
    
    
    6,764
    
    
    
    (14,345
    )
    
    
    18,662
    
    
    
    4,317Subordinated debentures
    
    
    (3,222
    )
    
    
    207
    
    
    
    (3,015
    )
    
    
    (10,376
    )
    
    
    3,305
    
    
    
    (7,071
    )(2,790
    )
    
    
    1,059
    
    
    
    (1,731
    )
    
    
    (25,231
    )
    
    
    28,026
    
    
    
    2,795Total interest bearing liabilities
    
    
    6,615
    
    
    
    17,171
    
    
    
    23,786
    
    
    
    (22,306
    )
    
    
    43,976
    
    
    
    21,670Change in tax equivalent
interest income
    
    $
    (756
    )
    
    
    (19,772
    )
    
    
    (20,528
    )
    
    
    2,959
    
    
    
    (2,859
    )
    
    
    100
 
 (a)
    
    Changes attributable to rate/volume have been allocated to volume.(b)
    
    Average balances were based on amortized cost.   39




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##### Table of Contents



BankAtlantics Allowance for Loan Losses
  For the Years Ended December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Balance, beginning of period
    
    $
    43,602
    
    
    
    41,192
    
    
    
    46,010
    
    
    
    45,595
    
    
    
    48,022Charge-offs:Commercial business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,394
    )Commercial real estate
    
    
    (12,562
    )
    
    
    (7,000
    )
    
    
    
    
    
    
    (645
    )
    
    
    Small business
    
    
    (2,554
    )
    
    
    (951
    )
    
    
    (764
    )
    
    
    (238
    )
    
    
    (771
    )Consumer  home equity
    
    
    (7,065
    )
    
    
    (681
    )
    
    
    (259
    )
    
    
    (585
    )
    
    
    (1,563
    )Residential real estate
    
    
    (461
    )
    
    
    (239
    )
    
    
    (453
    )
    
    
    (582
    )
    
    
    (681
    )Continuing loan products
    
    
    (22,642
    )
    
    
    (8,871
    )
    
    
    (1,476
    )
    
    
    (2,050
    )
    
    
    (5,409
    )Discontinued loan products
    
    
    
    
    
    
    (34
    )
    
    
    (1,218
    )
    
    
    (2,026
    )
    
    
    (6,314
    )Total charge-offs
    
    
    (22,642
    )
    
    
    (8,905
    )
    
    
    (2,694
    )
    
    
    (4,076
    )
    
    
    (11,723
    )Recoveries:Commercial business
    
    
    96
    
    
    
    291
    
    
    
    18
    
    
    
    536
    
    
    
    95Commercial real estate
    
    
    304
    
    
    
    419
    
    
    
    1,471
    
    
    
    4,052
    
    
    
    3Small business
    
    
    417
    
    
    
    566
    
    
    
    899
    
    
    
    418
    
    
    
    559Consumer  home equity
    
    
    578
    
    
    
    536
    
    
    
    401
    
    
    
    370
    
    
    
    622Residential real estate loans
    
    
    15
    
    
    
    348
    
    
    
    65
    
    
    
    486
    
    
    
    726Continuing loan products
    
    
    1,410
    
    
    
    2,160
    
    
    
    2,854
    
    
    
    5,862
    
    
    
    2,005Discontinued loan products
    
    
    808
    
    
    
    581
    
    
    
    1,637
    
    
    
    3,738
    
    
    
    8,572Total recoveries
    
    
    2,218
    
    
    
    2,741
    
    
    
    4,491
    
    
    
    9,600
    
    
    
    10,577Net (charge-offs) recoveries
    
    
    (20,424
    )
    
    
    (6,164
    )
    
    
    1,797
    
    
    
    5,524
    
    
    
    (1,146
    )Provision for (recovery from) loan losses
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )
    
    
    (5,109
    )
    
    
    (547
    )Adjustments to acquired loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (734
    )Balance, end of period
    
    $
    94,020
    
    
    
    43,602
    
    
    
    41,192
    
    
    
    46,010
    
    
    
    45,595
   40




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##### Table of Contents



41




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##### Table of Contents



December 31, 2007
    
    
    December 31, 2006
    
    
    December 31, 2005ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    2,668
    
    
    
    2.04
    %
    
    
    2.65
    %
    
    $
    2,359
    
    
    
    1.50
    %
    
    
    3.07
    %
    
    $
    1,988
    
    
    
    2.30
    %
    
    
    1.63
    %Commercial real estate
    
    
    72,948
    
    
    
    4.51
    
    
    
    32.78
    
    
    
    24,632
    
    
    
    1.28
    
    
    
    37.54
    
    
    
    17,984
    
    
    
    0.75
    
    
    
    45.20Small business
    
    
    4,576
    
    
    
    1.44
    
    
    
    6.43
    
    
    
    4,495
    
    
    
    1.58
    
    
    
    5.57
    
    
    
    2,640
    
    
    
    1.12
    
    
    
    4.43Residential real estate
    
    
    4,177
    
    
    
    0.19
    
    
    
    43.82
    
    
    
    4,242
    
    
    
    0.20
    
    
    
    42.33
    
    
    
    2,592
    
    
    
    0.13
    
    
    
    38.53Consumer  home equity
    
    
    9,651
    
    
    
    1.37
    
    
    
    14.32
    
    
    
    7,874
    
    
    
    1.34
    
    
    
    11.49
    
    
    
    6,354
    
    
    
    1.17
    
    
    
    10.19Discontinued loan products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156
    
    
    
    12.92
    
    
    
    0.02Total assigned
    
    
    94,020
    
    
    
    
    
    
    
    
    
    
    
    43,602
    
    
    
    
    
    
    
    
    
    
    
    31,714Unassigned
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A$
    94,020
    
    
    
    1.90
    
    
    
    100.00
    
    
    $
    43,602
    
    
    
    0.85
    
    
    
    100.00
    
    
    $
    41,192
    
    
    
    0.78
    
    
    
    100.00
 December 31, 2004
    
    
    December 31, 2003ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    2,507
    
    
    
    2.94
    %
    
    
    1.59
    %
    
    $
    1,715
    
    
    
    2.15
    %
    
    
    1.81
    %Commercial real estate
    
    
    23,345
    
    
    
    0.92
    
    
    
    47.28
    
    
    
    24,005
    
    
    
    0.99
    
    
    
    55.12Small business
    
    
    2,403
    
    
    
    1.26
    
    
    
    3.55
    
    
    
    2,300
    
    
    
    1.44
    
    
    
    3.63Residential real estate
    
    
    2,565
    
    
    
    0.12
    
    
    
    38.57
    
    
    
    2,111
    
    
    
    0.16
    
    
    
    30.56Consumer  direct
    
    
    4,281
    
    
    
    0.90
    
    
    
    8.86
    
    
    
    3,900
    
    
    
    1.10
    
    
    
    8.07Discontinued loan products
    
    
    1,431
    
    
    
    17.27
    
    
    
    0.15
    
    
    
    4,553
    
    
    
    12.81
    
    
    
    0.81Total assigned
    
    
    36,532
    
    
    
    
    
    
    
    
    
    
    
    38,584Unassigned
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    7,011
    
    
    
    N/A
    
    
    
    N/A$
    46,010
    
    
    
    0.86
    
    
    
    100.00
    
    
    $
    45,595
    
    
    
    1.04
    
    
    
    100.00
  42




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AmountCommercial business
    
    $
    264Commercial real estate
    
    
    5,285Small business
    
    
    1,566Residential real estate
    
    
    1,262Consumer
    
    
    1,101$
    9,478
     43




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44




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BankAtlantics Non-performing Assets and Potential Problem Loans
 December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003NONPERFORMING ASSETSTax certificates
    
    $
    2,094
    
    
    
    632
    
    
    
    388
    
    
    
    381
    
    
    
    894Residential
    
    
    8,678
    
    
    
    2,629
    
    
    
    5,981
    
    
    
    5,538
    
    
    
    9,777Commercial (2)
    
    
    165,818
    
    
    
    
    
    
    
    340
    
    
    
    1,067
    
    
    
    77Small business
    
    
    877
    
    
    
    244
    
    
    
    9
    
    
    
    88
    
    
    
    155Consumer
    
    
    3,218
    
    
    
    1,563
    
    
    
    471
    
    
    
    1,210
    
    
    
    794Total non-accrual assets
    
    
    180,685
    
    
    
    5,068
    
    
    
    7,189
    
    
    
    8,284
    
    
    
    11,697Residential real estate owned
    
    
    413
    
    
    
    617
    
    
    
    86
    
    
    
    309
    
    
    
    1,474Commercial real estate owned
    
    
    16,763
    
    
    
    21,130
    
    
    
    881
    
    
    
    383
    
    
    
    948Consumer
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total repossessed assets
    
    
    17,216
    
    
    
    21,747
    
    
    
    967
    
    
    
    692
    
    
    
    2,422Total nonperforming assets
    
    $
    197,901
    
    
    
    26,815
    
    
    
    8,156
    
    
    
    8,976
    
    
    
    14,119Total nonperforming assets as
a percentage of:Total assets
    
    
    3.21
    
    
    
    0.43
    
    
    
    0.13
    
    
    
    0.15
    
    
    
    0.31Loans, tax certificates and
real estate owned
    
    
    4.10
    
    
    
    0.55
    
    
    
    0.17
    
    
    
    0.19
    
    
    
    0.36TOTAL ASSETS
    
    $
    6,161,962
    
    
    
    6,187,122
    
    
    
    6,109,330
    
    
    
    6,044,988
    
    
    
    4,566,850TOTAL LOANS, TAX CERTIFICATES
AND NET REAL ESTATE OWNED
    
    $
    4,823,825
    
    
    
    4,903,961
    
    
    
    4,830,268
    
    
    
    4,771,682
    
    
    
    3,872,473Allowance for loan losses
    
    $
    94,020
    
    
    
    43,602
    
    
    
    41,192
    
    
    
    46,010
    
    
    
    45,595Tax certificates
    
    $
    191,690
    
    
    
    199,090
    
    
    
    166,697
    
    
    
    170,028
    
    
    
    193,776Allowance for tax certificate losses
    
    $
    3,289
    
    
    
    3,699
    
    
    
    3,271
    
    
    
    3,297
    
    
    
    2,870OTHER POTENTIAL PROBLEM
LOANSContractually past due 90 days
or more (1)
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135Performing impaired loans
    
    
    
    
    
    
    163
    
    
    
    193
    
    
    
    320
    
    
    
    180Restructured loans (2)
    
    
    2,488
    
    
    
    
    
    
    
    77
    
    
    
    24
    
    
    
    1,387TOTAL POTENTIAL
PROBLEM LOANS
    
    $
    2,488
    
    
    
    163
    
    
    
    270
    
    
    
    344
    
    
    
    1,702
 
 (1)
    
    The majority of these loans have matured and the borrower continues to make payments under
the matured loan agreement.(2)
    
    $114.0 million of impaired loans had specific reserves of $17.8 million and specific
reserves were determined not to be required on the remaining impaired loans.   45




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BankAtlantics Non- Interest Income
  For the Years Ended
    
    Change
    
    ChangeDecember 31,
    
    2007 vs
    
    2006 vs2007
    
    2006
    
    2005
    
    2006
    
    2005Service charges on deposits
    
    $
    102,639
    
    
    
    90,472
    
    
    
    61,956
    
    
    
    12,167
    
    
    
    28,516Other service charges and fees
    
    
    28,950
    
    
    
    27,542
    
    
    
    23,347
    
    
    
    1,408
    
    
    
    4,195Securities activities, net
    
    
    2,307
    
    
    
    657
    
    
    
    117
    
    
    
    1,650
    
    
    
    540Income (loss) from real estate operations
    
    
    538
    
    
    
    (982
    )
    
    
    4,480
    
    
    
    1,520
    
    
    
    (5,462
    )Income from unconsolidated subsidiaries
    
    
    1,219
    
    
    
    33
    
    
    
    
    
    
    
    1,186
    
    
    
    33Gains associated with debt redemption
    
    
    
    
    
    
    1,528
    
    
    
    
    
    
    
    (1,528
    )
    
    
    1,528(Losses) gains on dispositions of office
properties and equipment, net
    
    
    (1,121
    )
    
    
    1,627
    
    
    
    1,200
    
    
    
    (2,748
    )
    
    
    427Gains on sales of loans, net
    
    
    494
    
    
    
    680
    
    
    
    742
    
    
    
    (186
    )
    
    
    (62
    )Other
    
    
    9,386
    
    
    
    10,287
    
    
    
    8,218
    
    
    
    (901
    )
    
    
    2,069Non-interest income
    
    $
    144,412
    
    
    
    131,844
    
    
    
    100,060
    
    
    
    12,568
    
    
    
    31,784
      47




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BankAtlantics Non- Interest Expense
  For the Years Ended
    
    Change
    
    ChangeDecember 31,
    
    2007 vs
    
    2006 vs2007
    
    2006
    
    2005
    
    2006
    
    2005Employee compensation and benefits
    
    $
    148,758
    
    
    
    146,099
    
    
    
    113,526
    
    
    
    2,659
    
    
    
    32,573Occupancy and equipment
    
    
    65,840
    
    
    
    57,291
    
    
    
    41,611
    
    
    
    8,549
    
    
    
    15,680Advertising and promotion
    
    
    19,684
    
    
    
    34,659
    
    
    
    26,895
    
    
    
    (14,975
    )
    
    
    7,764Check losses
    
    
    11,476
    
    
    
    8,615
    
    
    
    5,176
    
    
    
    2,861
    
    
    
    3,439Professional fees
    
    
    8,266
    
    
    
    7,653
    
    
    
    9,695
    
    
    
    613
    
    
    
    (2,042
    )Supplies and postage
    
    
    6,078
    
    
    
    6,833
    
    
    
    5,638
    
    
    
    (755
    )
    
    
    1,195Telecommunication
    
    
    5,552
    
    
    
    4,774
    
    
    
    3,944
    
    
    
    778
    
    
    
    830Amortization of intangible assets
    
    
    1,437
    
    
    
    1,561
    
    
    
    1,627
    
    
    
    (124
    )
    
    
    (66
    )Cost associated with debt redemption
    
    
    
    
    
    
    1,457
    
    
    
    
    
    
    
    (1,457
    )
    
    
    1,457Fines and penalties, compliance matters
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    (10,000
    )Restructuring charges, impairments
and exit activities
    
    
    8,351
    
    
    
    
    
    
    
    3,706
    
    
    
    8,351
    
    
    
    (3,706
    )Impairment of real estate held for sale
    
    
    5,240
    
    
    
    
    
    
    
    
    
    
    
    5,240
    
    
    
    Impairment of real estate owned
    
    
    7,299
    
    
    
    9
    
    
    
    
    
    
    
    7,290
    
    
    
    9Other
    
    
    25,917
    
    
    
    24,497
    
    
    
    19,274
    
    
    
    1,420
    
    
    
    5,223Total non-interest expense
    
    $
    313,898
    
    
    
    293,448
    
    
    
    241,092
    
    
    
    20,450
    
    
    
    52,356
 48




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50




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BankAtlantics Provision for Income Taxes
 For the Years Ended
    
    Change
    
    ChangeDecember 31,
    
    2007 vs.
    
    2006 vs.(in thousands)
    
    2007
    
    2006
    
    2005
    
    2006
    
    2005(Loss) income before income taxes
    
    $
    (40,818
    )
    
    
    49,427
    
    
    
    86,658
    
    
    
    (90,245
    )
    
    
    (37,231
    )Benefit (provision) for income taxes
    
    
    21,378
    
    
    
    (13,105
    )
    
    
    (30,838
    )
    
    
    34,483
    
    
    
    17,733BankAtlantic net (loss) income
    
    $
    (19,440
    )
    
    
    36,322
    
    
    
    55,820
    
    
    
    (55,762
    )
    
    
    (19,498
    )Effective tax rate
    
    
    52.37
    %
    
    
    26.51
    %
    
    
    35.59
    %
  51




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Parent Company Results of Operations
  For the Years Ended
    
    Change
    
    ChangeDecember 31,
    
    2007 vs
    
    2006 vs2007
    
    2006
    
    2005
    
    2006
    
    2005Net interest income (expense):Interest income on loans
    
    $
    
    
    
    
    
    
    
    
    556
    
    
    
    
    
    
    
    (556
    )Interest and dividend income
on investments
    
    
    2,320
    
    
    
    2,448
    
    
    
    1,701
    
    
    
    (128
    )
    
    
    747Interest expense on Junior
subordinated debentures
    
    
    (23,054
    )
    
    
    (21,933
    )
    
    
    (19,347
    )
    
    
    (1,121
    )
    
    
    (2,586
    )Net interest (expense)
    
    
    (20,734
    )
    
    
    (19,485
    )
    
    
    (17,090
    )
    
    
    (1,249
    )
    
    
    (2,395
    )Non-interest income:Income from unconsolidated
subsidiaries
    
    
    1,281
    
    
    
    1,634
    
    
    
    621
    
    
    
    (353
    )
    
    
    1,013Securities activities, net
    
    
    6,105
    
    
    
    9,156
    
    
    
    731
    
    
    
    (3,051
    )
    
    
    8,425Other income
    
    
    824
    
    
    
    23
    
    
    
    1,172
    
    
    
    801
    
    
    
    (1,149
    )Non-interest income
    
    
    8,210
    
    
    
    10,813
    
    
    
    2,524
    
    
    
    (2,603
    )
    
    
    8,289Non-interest expense:Employee compensation and benefits
    
    
    2,421
    
    
    
    4,705
    
    
    
    4,047
    
    
    
    (2,284
    )
    
    
    658Advertising and promotion
    
    
    317
    
    
    
    408
    
    
    
    422
    
    
    
    (91
    )
    
    
    (14
    )Professional fees
    
    
    424
    
    
    
    638
    
    
    
    1,179
    
    
    
    (214
    )
    
    
    (541
    )Other
    
    
    1,080
    
    
    
    1,028
    
    
    
    515
    
    
    
    52
    
    
    
    513Non-interest expense
    
    
    4,242
    
    
    
    6,779
    
    
    
    6,163
    
    
    
    (2,537
    )
    
    
    616Loss before income taxes
    
    
    (16,766
    )
    
    
    (15,451
    )
    
    
    (20,729
    )
    
    
    (1,315
    )
    
    
    5,278Income tax benefit
    
    
    6,194
    
    
    
    6,008
    
    
    
    7,435
    
    
    
    186
    
    
    
    (1,427
    )Parent Company loss
    
    $
    (10,572
    )
    
    
    (9,443
    )
    
    
    (13,294
    )
    
    
    (1,129
    )
    
    
    3,851
     52




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53




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BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Lower cash and due from depository institution balances resulting from a decline in
cash letter receivables;
    
    Increase in securities available for sale reflecting Stifel common stock received upon
the sale of Ryan Beck, the execution of an investment strategy to transfer $203 million
of tax exempt securities from investments held-to-maturity to securities available for
sale and the sale of BankAtlantics entire portfolio of tax exempt securities and
replacing these securities with government agency mortgage-backed securities. These
increases were partially offset by sales of Parent Company equity securities to fund the
Companys Class A common stock repurchase program;
    
    Decrease in investment securities at cost reflecting the transfer of $203 million of
tax exempt securities to securities available for sale partially offset by Stifel equity
securities received upon the sale of Ryan Beck which are subject to contractual
restrictions limiting sales;
    
    Decrease in tax certificate balances primarily due to redemptions of tax certificates
outside of Florida;
    
    Decline in FHLB stock related to lower FHLB advance borrowings;
    
    Decrease in loan receivable balances associated with a $50.4 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;
    
    Increase in real estate inventory related to a decision to sell properties that
BankAtlantic acquired for its store expansion program;
    
    Lower real estate owned balances associated with $7.2 million of write-downs of the
real estate securing a land development loan which BankAtlantic took possession of during
the year ended December 31, 2006;
    
    Increase in office properties and equipment associated with BankAtlantics opening of
15 stores during 2007 partially offset by restructuring charges and impairments
associated with the a decision to slow the store expansion program;
    
    Decrease in discontinued operations assets held for sale reflecting the sale of Ryan
Beck to Stifel; and
    
    Increase in other assets primarily resulting from a federal income tax receivable
associated with a taxable loss for the year ended December 31, 2007.
  
    
    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;
    
    Lower FHLB advance borrowings due to higher deposit balances and an increase in
short-term borrowings;
    
    Decrease in development notes payable associated with the repayment of real estate
development borrowings from third party lenders;
    
    Increase in subordinated debentures and bonds payable primarily associated with the
Parent Companys issuance of $31 million of junior subordinated debentures;
    
    Decrease in discontinued operations liabilities held for sale reflecting the sale of
Ryan Beck to Stifel; and
    
    Increase in other liabilities primarily resulting from $18.9 million of securities
available for sale purchased in December 2007 pending settlement in January 2008.
 54




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##### Table of Contents



Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc.
      55




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BankAtlantic
       56




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##### Table of Contents



Outstanding atDecember 31,
    
    For the Period Ending December 31, (1)Total
    
    2008
    
    2009-2010
    
    2011-2015
    
    2016-2020
    
    2021-2025
    
    >2026Commercial real estate
    
    $
    1,510,588
    
    
    
    727,769
    
    
    
    389,331
    
    
    
    196,595
    
    
    
    134,149
    
    
    
    59,988
    
    
    
    2,756Residential real estate
    
    
    2,159,839
    
    
    
    59,613
    
    
    
    19,136
    
    
    
    41,703
    
    
    
    284,600
    
    
    
    111,866
    
    
    
    1,642,921Consumer (1)
    
    
    706,934
    
    
    
    1,508
    
    
    
    3,193
    
    
    
    146,294
    
    
    
    431,986
    
    
    
    123,953
    
    
    
    Commercial business
    
    
    236,911
    
    
    
    131,752
    
    
    
    18,920
    
    
    
    81,425
    
    
    
    4,114
    
    
    
    700
    
    
    
    Total loans
    
    $
    4,614,272
    
    
    
    920,642
    
    
    
    430,580
    
    
    
    466,017
    
    
    
    854,849
    
    
    
    296,507
    
    
    
    1,645,677Total securities available
for sale (2)
    
    $
    789,142
    
    
    
    410
    
    
    
    331
    
    
    
    135,661
    
    
    
    37,915
    
    
    
    184,462
    
    
    
    430,363
 
 (1)
    
    Includes home equity loans.(2)
    
    Does not include $136.2 million of equity securities. 57




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##### Table of Contents



Commercial
    
    
    Real EstateBusiness
    
    
    Construction
    
    
    TotalOne year or less
    
    $
    204,578
    
    
    
    405,036
    
    
    
    609,614Over one year, but less than five years
    
    
    32,249
    
    
    
    11,101
    
    
    
    43,350Over five years
    
    
    84
    
    
    
    347
    
    
    
    431$
    236,911
    
    
    
    416,484
    
    
    
    653,395Due After One Year:Pre-determined interest rate
    
    $
    32,333
    
    
    
    11,448
    
    
    
    43,781Floating or adjustable interest rate
    
    
    
    
    
    
    
    
    
    
    $
    32,333
    
    
    
    11,448
    
    
    
    43,781
  Florida
    
    
    57
    %Eastern U.S.A.
    
    
    23
    %Western U.S.A.
    
    
    16
    %Central U.S.A
    
    
    4
    %100
    %
   Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt December 31, 2007:Total risk-based capital
    
    $
    495,668
    
    
    
    11.63
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    $
    420,063
    
    
    
    9.85
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    420,063
    
    
    
    6.94
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    420,063
    
    
    
    6.94
    %
    
    
    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
    %
  58




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##### Table of Contents



Consolidated Cash Flows
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Net cash provided (used) by:Operating activities
    
    $
    40,928
    
    
    $
    3,359
    
    
    $
    57,339Investing activities
    
    
    (22,066
    )
    
    
    (205,891
    )
    
    
    132,220Financing activities
    
    
    (30,183
    )
    
    
    174,460
    
    
    
    (154,358
    )(Decrease) increase in cash
and cash equivalents
    
    $
    (11,321
    )
    
    $
    (28,072
    )
    
    $
    35,201
    Off Balance Sheet Arrangements, Contractual Obligations and Loan Commitments
  Amount of Commitment Expiration Per PeriodTotalAmounts
    
    Less than
    
    
    
    
    
    
    
    
    
    After 5Commercial Commitments
    
    Committed
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsLines of credit
    
    $
    767,147
    
    
    
    100,828
    
    
    
    
    
    
    
    
    
    
    
    666,319Standby letters of credit
    
    
    41,151
    
    
    
    41,151
    
    
    
    
    
    
    
    
    
    
    
    Other commercial commitments
    
    
    238,043
    
    
    
    238,043
    
    
    
    
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    1,046,341
    
    
    
    380,022
    
    
    
    
    
    
    
    
    
    
    
    666,319
   59




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##### Table of Contents



Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsTime deposits
    
    $
    1,018,595
    
    
    
    865,080
    
    
    
    119,867
    
    
    
    33,543
    
    
    
    105Long-term debt
    
    
    320,849
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    298,849Advances from FHLB (1)
    
    
    1,397,044
    
    
    
    1,215,044
    
    
    
    182,000
    
    
    
    
    
    
    
    Operating lease obligations held
for sublease
    
    
    51,245
    
    
    
    1,530
    
    
    
    4,057
    
    
    
    4,152
    
    
    
    41,506Operating lease obligations held
for use
    
    
    86,115
    
    
    
    10,010
    
    
    
    16,053
    
    
    
    11,243
    
    
    
    48,809Pension obligation
    
    
    15,041
    
    
    
    983
    
    
    
    2,588
    
    
    
    2,873
    
    
    
    8,597Other obligations
    
    
    24,947
    
    
    
    5,097
    
    
    
    5,600
    
    
    
    6,250
    
    
    
    8,000Total contractual cash obligations
    
    $
    2,913,836
    
    
    
    2,097,744
    
    
    
    330,165
    
    
    
    80,061
    
    
    
    405,866
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities      60




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##### Table of Contents



Critical Accounting Policies
  Allowance for loan losses
   61




---



##### Table of Contents



Valuation of investment securities
  62




---



##### Table of Contents



QuotedMarket
    
    Matrix
    
    ValuationPrices
    
    Pricing
    
    Model
    
    TotalSecurities:Mortgage-backed securities
    
    $
    
    
    
    
    589,619
    
    
    
    
    
    
    
    589,619Real estate mortgage conduits
    
    
    
    
    
    
    198,842
    
    
    
    
    
    
    
    198,842Other securities
    
    
    
    
    
    
    
    
    
    
    681
    
    
    
    681Total debt securities
    
    
    
    
    
    
    788,461
    
    
    
    681
    
    
    
    789,142Private investment securities
    
    
    8,091
    
    
    
    
    
    
    
    
    
    
    
    8,091Derivatives
    
    
    
    
    
    
    
    
    
    
    10,661
    
    
    
    10,661Stifel common stock
    
    
    107,078
    
    
    
    
    
    
    
    
    
    
    
    107,078Equity securities
    
    
    64,240
    
    
    
    
    
    
    
    1,500
    
    
    
    65,740Total equity securities
    
    
    179,409
    
    
    
    
    
    
    
    12,161
    
    
    
    191,570Total
    
    $
    179,409
    
    
    
    788,461
    
    
    
    12,842
    
    
    
    980,712
     63




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##### Table of Contents



Impairment of Goodwill and Other Intangible Assets
  Impairment of Long-Lived Assets
   64




---



##### Table of Contents



Accounting for Business Combinations
  Accounting for Contingencies
  Accounting for Uncertain Tax Positions
  65




---



##### Table of Contents



Share-based Compensation
   Dividends
   Impact of Inflation
   66




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Consolidated Market Risk
  Consolidated Interest Rate Risk
  BankAtlantic Repricing Gap TableAs of December 31, 20071 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalInterest earning assets:Loans:Residential loans (1)Fixed rate
    
    $
    175,170
    
    
    
    132,347
    
    
    
    93,301
    
    
    
    311,344
    
    
    
    712,162Hybrids ARM 5 years or less
    
    
    102,127
    
    
    
    76,831
    
    
    
    4,225
    
    
    
    
    
    
    
    183,183Hybrids ARM more than 5 years
    
    
    410,712
    
    
    
    294,147
    
    
    
    250,007
    
    
    
    318,486
    
    
    
    1,273,352Commercial loans
    
    
    1,100,001
    
    
    
    137,273
    
    
    
    53,399
    
    
    
    136,273
    
    
    
    1,426,946Small business loans
    
    
    194,591
    
    
    
    83,926
    
    
    
    26,525
    
    
    
    11,691
    
    
    
    316,733Consumer
    
    
    676,212
    
    
    
    5,746
    
    
    
    3,984
    
    
    
    19,890
    
    
    
    705,832Total loans
    
    
    2,658,813
    
    
    
    730,270
    
    
    
    431,441
    
    
    
    797,684
    
    
    
    4,618,208Investment securitiesMortgage backed securities
    
    
    297,125
    
    
    
    229,248
    
    
    
    105,317
    
    
    
    154,677
    
    
    
    786,367Taxable investment securities
    
    
    71,505
    
    
    
    250
    
    
    
    
    
    
    
    2,248
    
    
    
    74,003Tax certificates
    
    
    188,401
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    188,401Total investment securities
    
    
    557,031
    
    
    
    229,498
    
    
    
    105,317
    
    
    
    156,925
    
    
    
    1,048,771Total interest earning assets
    
    
    3,215,844
    
    
    
    959,768
    
    
    
    536,758
    
    
    
    954,609
    
    
    
    5,666,979Total non-earning assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    494,983
    
    
    
    494,983Total assets
    
    $
    3,215,844
    
    
    
    959,768
    
    
    
    536,758
    
    
    
    1,449,592
    
    
    
    6,161,962Total interest bearing liabilities
    
    $
    3,424,912
    
    
    
    494,525
    
    
    
    242,964
    
    
    
    1,464,675
    
    
    
    5,627,076Non-interest bearing liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    534,886
    
    
    
    534,886Total non-interest bearing
liabilities
and equity
    
    $
    3,424,912
    
    
    
    494,525
    
    
    
    242,964
    
    
    
    1,999,561
    
    
    
    6,161,962GAP (repricing difference)
    
    $
    (209,068
    )
    
    
    465,243
    
    
    
    293,794
    
    
    
    (510,066
    )Cumulative GAP
    
    $
    (209,068
    )
    
    
    256,175
    
    
    
    549,969
    
    
    
    39,903Repricing Percentage
    
    
    -3.39
    %
    
    
    7.55
    %
    
    
    4.77
    %
    
    
    -8.28
    %Cumulative Percentage
    
    
    -3.39
    %
    
    
    4.16
    %
    
    
    8.93
    %
    
    
    0.65
    %
 
 (1)
    
    Hybrid adjustable rate mortgages (ARM) earn fixed rates for designated periods and
adjust annually thereafter based on the one year U.S. Treasury note rate. 67




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##### Table of Contents



Year Ending December 31,
    
    Amount (1)2008
    
    $
    49,3512009
    
    
    46,1492010
    
    
    49,2792011
    
    
    94,8372012
    
    
    76,791Thereafter
    
    
    802,402Total interest only loans
    
    $
    1,118,809
 
 (1)
    
    The above table assumes no prepayments.    i.
    
    Calculating interest income and interest expense from existing assets and liabilities
using current repricing, prepayment and volume assumptions,ii.
    
    Estimating the change in expected net interest income based on instantaneous and
parallel shifts in the yield curve to determine the effect on net interest income; andiii.
    
    Calculating the percentage change in net interest income calculated in (i) and (ii).
   
    
    Interest rates,
    
    Loan prepayment rates,
    
    Deposit decay rates,
    
    Re-pricing of certain borrowings
    
    Reinvestment in earning assets.
 68




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##### Table of Contents



     Fixed rate mortgages
    
    20 %     Fixed rate securities
    
    20 %     Tax certificates
    
    10 %     Adjustable rate mortgages
    
    27 %     Adjustable rate securities
    
    36 %
  Within
    
    1-3
    
    3-5
    
    Over 51 Year
    
    Years
    
    Years
    
    YearsMoney fund savings accounts decay rates
    
    
    17
    %
    
    
    17
    %
    
    
    16
    %
    
    
    14
    %NOW and savings accounts decay rates
    
    
    37
    %
    
    
    32
    %
    
    
    17
    %
    
    
    17
    %
  As of December 31, 2007NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    187,031
    
    
    
    -7.81
    %+100 bp
    
    $
    198,147
    
    
    
    -2.33
    %0
    
    $
    202,876
    
    
    
    -100 bp
    
    $
    203,331
    
    
    
    0.22
    %-200 bp
    
    $
    204,354
    
    
    
    0.73
    %
 As of December 31, 2006NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    241,341
    
    
    
    -5.94
    %+100 bp
    
    $
    252,047
    
    
    
    -1.74
    %0
    
    $
    256,482
    
    
    
    -100 bp
    
    $
    256,485
    
    
    
    0.00
    %-200 bp
    
    $
    252,346
    
    
    
    -1.62
    %
  69




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##### Table of Contents



Equity Price Risk
  Percent
    
    EquityChange in
    
    Securities
    
    DollarFair Value
    
    Fair Value
    
    Change20%
    
    $
    163,465
    
    
    $
    27,24410%
    
    $
    149,843
    
    
    $
    13,6220%
    
    $
    136,221
    
    
    $
    -10%
    
    $
    122,599
    
    
    $
    (13,622
    )-20%
    
    $
    108,977
    
    
    $
    (27,244
    )
   70




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageManagement Report on Internal Controls over Financial Reporting
    
    
    F-2Report of Independent Registered Certified Public Accounting Firm  PricewaterhouseCoopers LLP
    
    
    F-3Consolidated Statements of Financial Condition as of December 31, 2007 and 2006
    
    
    F-5Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 2007
    
    
    F-6Consolidated Statements of Stockholders Equity and Comprehensive Income for each of the
Years in the three year period ended December 31, 2007
    
    
    F-8Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 2007
    
    
    F-11Notes to Consolidated Financial Statements
    
    
    F-14




---



##### Table of Contents



Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework
 /s/ Alan B. LevanAlan B. LevanChairman, andChief Executive Officer/s/ Valerie C. ToalsonValerie C. ToalsonExecutive Vice PresidentChief Financial OfficerMarch 17, 2008
 F-2




---



##### Table of Contents



Report
of Independent Registered Certified Public Accounting Firm
 
 Internal Control  Integrated Framework
    F-3




---



##### Table of Contents



F-4




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 December 31,(In thousands, except share data)
    
    2007
    
    
    2006ASSETSCash and due from depository institutions (See Note 20)
    
    $
    118,943
    
    
    $
    133,182Federal funds sold and other short-term investments (See
Note 5)
    
    
    5,631
    
    
    
    5,722Securities available for sale (at fair value) (See Notes
6,14,15)
    
    
    925,363
    
    
    
    651,316Financial instruments accounted for at fair value (See Note
3, 24)
    
    
    10,661
    
    
    
    Investment securities at cost or amortized cost (approximate
fair value: $44,688 and $209,020) (See Notes 3,7 and 15)
    
    
    39,617
    
    
    
    206,682Tax certificates net of allowance of $3,289 and $3,699 (See
Note 8)
    
    
    188,401
    
    
    
    195,391Federal Home Loan Bank stock, at cost which approximates
fair value (See Notes 13 and 20)
    
    
    74,003
    
    
    
    80,217Residential loans held for sale (See Notes 9, 13 )
    
    
    4,087
    
    
    
    9,313Loans receivable, net of allowance for loan losses of
$94,020 and $43,602 (See Notes 9,13,14,16)
    
    
    4,520,101
    
    
    
    4,586,607Accrued interest receivable (See Note 10)
    
    
    46,271
    
    
    
    47,673Real estate held for development and sale (See Note 26)
    
    
    33,741
    
    
    
    25,333Real estate owned (See Note 9)
    
    
    17,216
    
    
    
    21,747Investments in unconsolidated subsidiaries (See Note 27)
    
    
    13,083
    
    
    
    15,069Office properties and equipment, net (See Note 11)
    
    
    243,863
    
    
    
    219,717Deferred tax asset, net (See Notes 18)
    
    
    32,064
    
    
    
    13,593Goodwill (See Note 1)
    
    
    70,490
    
    
    
    70,490Core deposit intangible asset, net (See Note 1)
    
    
    5,396
    
    
    
    6,834Discontinued operations assets held for sale (See Note 3)
    
    
    
    
    
    
    190,763Other assets (See Notes 16, 19)
    
    
    29,886
    
    
    
    16,013Total assets
    
    $
    6,378,817
    
    
    $
    6,495,662LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    3,129,194
    
    
    $
    2,871,116Non-interest bearing deposits
    
    
    824,211
    
    
    
    995,920Total deposits (See Note 12)
    
    
    3,953,405
    
    
    
    3,867,036Advances from FHLB (See Note 13)
    
    
    1,397,044
    
    
    
    1,517,058Securities sold under agreements to repurchase (See Note 15)
    
    
    58,265
    
    
    
    101,932Federal funds purchased and other short term borrowings
(See Note 14)
    
    
    108,975
    
    
    
    32,026Subordinated debentures and mortgage-backed bonds (See Note
16)
    
    
    26,654
    
    
    
    29,923Junior subordinated debentures (See Note 16)
    
    
    294,195
    
    
    
    263,266Discontinued operations liabilities held for sale (See Note
3)
    
    
    
    
    
    
    95,246Other liabilities (See Note 4)
    
    
    80,958
    
    
    
    64,193Total liabilities
    
    
    5,919,496
    
    
    
    5,970,680Commitments and contingencies (See Note 20)Stockholders equity:Preferred stock, $.01 par value, 10,000,000 shares
authorized;
none issued and outstanding
    
    
    
    
    
    
    Class A common stock, $.01 par value, authorized 80,000,000
shares; issued and outstanding 51,196,175 and 56,157,425
shares
    
    
    512
    
    
    
    562Class B common stock, $.01 par value, authorized 45,000,000
shares; issued and outstanding 4,876,124 and 4,876,124
shares
    
    
    49
    
    
    
    49Additional paid-in capital
    
    
    216,692
    
    
    
    260,460Retained earnings
    
    
    236,150
    
    
    
    265,089Total stockholders equity before accumulated
other comprehensive income (loss)
    
    
    453,403
    
    
    
    526,160Accumulated other comprehensive income (loss)
    
    
    5,918
    
    
    
    (1,178
    )Total stockholders equity
    
    
    459,321
    
    
    
    524,982Total liabilities and stockholders equity
    
    $
    6,378,817
    
    
    $
    6,495,662
  F-5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,(In thousands, except share and per share data)
    
    2007
    
    
    2006
    
    
    2005Interest income:Interest and fees on loans
    
    $
    313,998
    
    
    $
    312,960
    
    
    $
    293,250Interest and dividends on securities available for sale
    
    
    22,099
    
    
    
    17,574
    
    
    
    19,673Interest on tax exempt securities
    
    
    12,700
    
    
    
    15,289
    
    
    
    14,422Interest and dividends on taxable investments
and tax certificates
    
    
    22,836
    
    
    
    21,354
    
    
    
    18,549Total interest income
    
    
    371,633
    
    
    
    367,177
    
    
    
    345,894Interest expense:Interest on deposits (See Note 12)
    
    
    84,476
    
    
    
    58,959
    
    
    
    40,084Interest on advances from FHLB
    
    
    73,256
    
    
    
    66,492
    
    
    
    62,175Interest on securities sold under agreements to
repurchase and federal funds purchased
    
    
    9,573
    
    
    
    15,089
    
    
    
    9,599Interest on secured borrowings
    
    
    
    
    
    
    2,401
    
    
    
    10,144Interest on subordinated debentures, notes and
bonds payable, and junior subordinated debentures
    
    
    25,552
    
    
    
    25,045
    
    
    
    21,786Capitalized interest on real estate development
    
    
    
    
    
    
    (929
    )
    
    
    (1,879
    )Total interest expense
    
    
    192,857
    
    
    
    167,057
    
    
    
    141,909Net interest income
    
    
    178,776
    
    
    
    200,120
    
    
    
    203,985Provision for (recovery from) loan losses (See Note 9)
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )Net interest income after provision for
(recovery from) loan losses
    
    
    107,934
    
    
    
    191,546
    
    
    
    210,600Non-interest income:Service charges on deposits
    
    
    102,639
    
    
    
    90,472
    
    
    
    61,956Other service charges and fees
    
    
    28,950
    
    
    
    27,542
    
    
    
    23,347Securities activities, net (See Note 6)
    
    
    8,412
    
    
    
    9,813
    
    
    
    847Income (loss) from real estate operations (See Note 26)
    
    
    538
    
    
    
    (982
    )
    
    
    4,480Income from unconsolidated subsidiaries (See Note 27)
    
    
    2,500
    
    
    
    1,667
    
    
    
    621Gains associated with debt redemption (See Note 13)
    
    
    
    
    
    
    1,528
    
    
    
    (Losses) gains on dispositions of office properties
and equipment, net
    
    
    (1,121
    )
    
    
    1,627
    
    
    
    1,200Gains on sales of loans, net
    
    
    494
    
    
    
    680
    
    
    
    742Other
    
    
    9,420
    
    
    
    10,269
    
    
    
    9,106Total non-interest income
    
    
    151,832
    
    
    
    142,616
    
    
    
    102,299Non-interest expense:Employee compensation and benefits (See Notes 17,19)
    
    
    151,178
    
    
    
    150,804
    
    
    
    117,573Occupancy and equipment (See Note 11)
    
    
    65,851
    
    
    
    57,308
    
    
    
    41,621Advertising and promotion
    
    
    20,002
    
    
    
    35,067
    
    
    
    27,317Check losses
    
    
    11,476
    
    
    
    8,615
    
    
    
    5,176Professional fees
    
    
    8,690
    
    
    
    8,291
    
    
    
    10,590Supplies and postage
    
    
    6,146
    
    
    
    6,853
    
    
    
    5,669Telecommunication
    
    
    5,571
    
    
    
    4,785
    
    
    
    3,948Amortization of intangible assets
    
    
    1,437
    
    
    
    1,561
    
    
    
    1,627Cost associated with debt redemption (See Note 13)
    
    
    
    
    
    
    1,457
    
    
    
    Fines and penalties, compliance matters (See Note 20)
    
    
    
    
    
    
    
    
    
    
    10,000Restructuring charges, impairments
and exit activities (See Note 4)
    
    
    8,351
    
    
    
    
    
    
    
    3,706Impairment of real estate held for sale
    
    
    5,240
    
    
    
    
    
    
    
    Impairment of real estate owned (See Note 9)
    
    
    7,299
    
    
    
    9
    
    
    
    Other
    
    
    26,109
    
    
    
    25,436
    
    
    
    19,743Total non-interest expense
    
    
    317,350
    
    
    
    300,186
    
    
    
    246,970(Loss) income from continuing operations
before income taxes
    
    
    (57,584
    )
    
    
    33,976
    
    
    
    65,929(Benefit) provision for income taxes (See Note 18)
    
    
    (27,572
    )
    
    
    7,097
    
    
    
    23,403(Loss) income from continuing operations
    
    
    (30,012
    )
    
    
    26,879
    
    
    
    42,526Discontinued operations (less applicable
income taxes (benefit) provision
of ($4,124), ($8,001) and $10,095 (See Note 3, 18)
    
    
    7,812
    
    
    
    (11,492
    )
    
    
    16,656Net (loss) income
    
    $
    (22,200
    )
    
    $
    15,387
    
    
    $
    59,182(CONTINUED)
  F-6




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Basic (loss) earnings per share (See Note 25)Continuing operations
    
    $
    (0.52
    )
    
    $
    0.44
    
    
    $
    0.70Discontinued operations
    
    
    0.14
    
    
    
    (0.19
    )
    
    
    0.28Basic (loss) earnings per share
    
    $
    (0.38
    )
    
    $
    0.25
    
    
    $
    0.98Diluted (loss) earnings per share (See Note 25)Continuing operations
    
    $
    (0.52
    )
    
    $
    0.43
    
    
    $
    0.67Discontinued operations
    
    
    0.14
    
    
    
    (0.18
    )
    
    
    0.25Diluted (loss) earnings per share
    
    $
    (0.38
    )
    
    $
    0.25
    
    
    $
    0.92Cash dividends per Class A share
    
    $
    0.128
    
    
    $
    0.158
    
    
    $
    0.146Cash dividends per Class B share
    
    $
    0.128
    
    
    $
    0.158
    
    
    $
    0.146Basic weighted average number
of common shares outstanding
    
    
    58,161,567
    
    
    
    61,095,458
    
    
    
    60,426,107Diluted weighted average number
of common and common
equivalent shares outstanding
    
    
    58,161,567
    
    
    
    62,563,201
    
    
    
    63,119,531
  F-7




---



##### Table of Contents



BankAtlantic Bancorp, Inc.
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For Each of the Years in the Three Year Period Ended December 31, 2007
 Unearned
    
    
    Accumul-Compen-
    
    
    atedAddi-
    
    
    
    
    
    
    sation
    
    
    OtherCompre-
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Restricted
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Stock
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Grants
    
    
    loss
    
    
    TotalBALANCE, DECEMBER 31, 2004
    
    
    
    
    
    $
    601
    
    
    
    259,702
    
    
    
    210,955
    
    
    
    (1,001
    )
    
    
    (992
    )
    
    
    469,265Net income
    
    $
    59,182
    
    
    
    
    
    
    
    
    
    
    
    59,182
    
    
    
    
    
    
    
    
    
    
    
    59,182Other comprehensive (loss), net of tax:Unrealized losses on securities available
for sale
(less income tax benefit of $2,204)
    
    
    (3,812
    )Minimum pension liability (less income tax
benefit of $942)
    
    
    (989
    )Reclassification adjustment for net gain
included in net income (less income tax
expense of $305)
    
    
    (542
    )Other comprehensive loss
    
    
    (5,343
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,343
    )
    
    
    (5,343
    )Comprehensive income
    
    $
    53,839Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,145
    )
    
    
    
    
    
    
    
    
    
    
    (8,145
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (713
    )
    
    
    
    
    
    
    
    
    
    
    (713
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    10
    
    
    
    2,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,328Issuance of Class A restricted stock
    
    
    
    
    
    
    
    
    
    
    174
    
    
    
    
    
    
    
    (174
    )
    
    
    
    
    
    
    Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    4,538
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,538Retirement of Class A common stock relating to
exercise of stock options
    
    
    
    
    
    
    (3
    )
    
    
    (4,665
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,668
    )Amortization of unearned compensation -
restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239
    
    
    
    
    
    
    
    239Retirement of Ryan Beck common stock
    
    
    
    
    
    
    
    
    
    
    (347
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (347
    )BALANCE, DECEMBER 31, 2005
    
    
    
    
    
    $
    608
    
    
    
    261,720
    
    
    
    261,279
    
    
    
    (936
    )
    
    
    (6,335
    )
    
    
    516,336(CONTINUED)
  F-8




---



##### Table of Contents



BankAtlantic Bancorp, Inc.
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For Each of the Years in the Three Year Period Ended December 31, 2007
 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
    
    $
    15,387
    
    
    
    
    
    
    
    
    
    
    
    15,387
    
    
    
    
    
    
    
    
    
    
    
    15,387Other comprehensive income (loss), net of tax:Unfunded pension liability (less income tax
expense of $1,395)
    
    
    1,594Unrealized gain on securities available for sale
(less income tax expense of $5,272)
    
    
    10,235Reclassification adjustments:Realized net periodic pension costs (less
income tax benefit of $171)
    
    
    (195
    )Realized gains on securities available for sale
(less income tax expense of $3,336)
    
    
    (6,477
    )Other comprehensive income
    
    
    5,157
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,157
    
    
    
    5,157Comprehensive income
    
    $
    20,544Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,908
    )
    
    
    
    
    
    
    
    
    
    
    (8,908
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (770
    )
    
    
    
    
    
    
    
    
    
    
    (770
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    14
    
    
    
    6,014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,028Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    3,719
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,719Retirement of Class A common stock relating to
exercise of stock options
    
    
    
    
    
    
    (5
    )
    
    
    (7,261
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,266
    )Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (5
    )
    
    
    (7,828
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,833
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    5,031
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,031BALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    611
    
    
    
    260,460
    
    
    
    265,089
    
    
    
    
    
    
    
    (1,178
    )
    
    
    524,982(CONTINUED)
  F-9




---



##### Table of Contents



BankAtlantic Bancorp, Inc.
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For Each of the Years in the Three Year Period Ended December 31, 2007
 Accumul-atedCompre-
    
    
    
    
    
    
    Addi-
    
    
    
    
    
    
    Otherhensive
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Compre-Income
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive(In thousands)
    
    (Loss)
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    611
    
    
    
    260,460
    
    
    
    265,089
    
    
    
    (1,178
    )
    
    
    524,982Other comprehensive income (loss), net of tax:Net loss
    
    $
    (22,200
    )
    
    
    
    
    
    
    
    
    
    
    (22,200
    )
    
    
    
    
    
    
    (22,200
    )Prepaid pension asset (less income tax
expense of $271)
    
    
    431Unrealized gain on securities available for sale
(less income tax expense of $6,618)
    
    
    11,240Reclassification adjustments:Realized net periodic pension income (less
income tax expense of $92)
    
    
    147Realized gains on securities available for
sale
(less income tax expense of $2,781)
    
    
    (4,722
    )Other comprehensive income
    
    
    7,096
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,096
    
    
    
    7,096Comprehensive loss
    
    
    (15,104
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,815
    )
    
    
    
    
    
    
    (6,815
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (624
    )
    
    
    
    
    
    
    (624
    )Cumulative effect adjustment upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    700Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    4
    
    
    
    2,445
    
    
    
    
    
    
    
    
    
    
    
    2,449Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,265
    
    
    
    
    
    
    
    
    
    
    
    1,265Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (54
    )
    
    
    (53,715
    )
    
    
    
    
    
    
    
    
    
    
    (53,769
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    6,237
    
    
    
    
    
    
    
    
    
    
    
    6,237BALANCE, DECEMBER 31, 2007
    
    
    
    
    
    $
    561
    
    
    
    216,692
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321
  F-10




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2007
    
    
    2006
    
    
    2005Operating activities:Net (loss) income
    
    $
    (22,200
    )
    
    $
    15,387
    
    
    $
    59,182Adjustment to reconcile net income to net cash
provided by operating activities:Provision (recovery) and valuation allowances, net (1)
    
    
    78,441
    
    
    
    8,883
    
    
    
    (6,265
    )Restructuring charges, impairments and exit activities
    
    
    13,591
    
    
    
    
    
    
    
    3,706Reserve for fines and penalties, compliance matters
    
    
    
    
    
    
    
    
    
    
    10,000Cumulative effect adjustments
    
    
    700
    
    
    
    (1,899
    )
    
    
    Depreciation, amortization and accretion, net
    
    
    18,451
    
    
    
    28,126
    
    
    
    20,207Share-based compensation expense
    
    
    6,237
    
    
    
    5,068
    
    
    
    Tax benefits from share-based compensation
    
    
    (1,265
    )
    
    
    (3,719
    )
    
    
    Securities activities, net
    
    
    (8,412
    )
    
    
    (9,813
    )
    
    
    (847
    )Net gains (losses) on sales of real estate owned, loans
held for sale and office properties and equipment
    
    
    201
    
    
    
    (3,750
    )
    
    
    (2,859
    )Net gain on sale of Ryan Beck Holdings, Inc
    
    
    (16,373
    )
    
    
    
    
    
    
    Gain on sale of branch
    
    
    
    
    
    
    
    
    
    
    (922
    )Deferred income tax benefit
    
    
    (22,855
    )
    
    
    (3,550
    )
    
    
    (5,895
    )Net (gains) losses associated with debt redemption
    
    
    
    
    
    
    (71
    )
    
    
    Increase in forgivable notes receivable, net
    
    
    (673
    )
    
    
    (6,111
    )
    
    
    (6,999
    )Originations and repayments of loans held for sale, net
    
    
    (90,745
    )
    
    
    (93,887
    )
    
    
    (125,487
    )Proceeds from sales of loans held for sale
    
    
    96,470
    
    
    
    87,793
    
    
    
    128,337Decrease (increase) in real estate held for development and
sale
    
    
    56
    
    
    
    (3,703
    )
    
    
    8,043(Increase) decrease in securities owned, net
    
    
    (23,855
    )
    
    
    67,910
    
    
    
    (54,849
    )Increase (decrease) in securities sold but not yet purchased
    
    
    28,419
    
    
    
    (3,770
    )
    
    
    (4,285
    )Decrease (increase) in accrued interest receivable
    
    
    1,402
    
    
    
    (6,183
    )
    
    
    (5,508
    )Increase in other assets
    
    
    (10,957
    )
    
    
    (1,943
    )
    
    
    (2,921
    )Increase (decrease) in due to clearing agent
    
    
    9,657
    
    
    
    (40,115
    )
    
    
    41,105Increase (decrease) in other liabilities
    
    
    (15,362
    )
    
    
    (31,294
    )
    
    
    3,596Net cash provided by operating activities
    
    
    40,928
    
    
    
    3,359
    
    
    
    57,339(CONTINUED)
  F-11




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2007
    
    
    2006
    
    
    2005Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    208,345
    
    
    
    199,482
    
    
    
    210,493Purchase of investment securities and tax certificates
    
    
    (211,307
    )
    
    
    (236,952
    )
    
    
    (268,364
    )Purchase of securities available for sale
    
    
    (682,231
    )
    
    
    (143,272
    )
    
    
    (227,179
    )Proceeds from sales and maturities of securities
available for sale
    
    
    717,603
    
    
    
    181,434
    
    
    
    300,469Purchases of FHLB stock
    
    
    (22,725
    )
    
    
    (49,950
    )
    
    
    (29,870
    )Redemption of FHLB stock
    
    
    28,939
    
    
    
    39,664
    
    
    
    38,558Investments in unconsolidated subsidiaries
    
    
    (5,923
    )
    
    
    (7,159
    )
    
    
    (4,554
    )Distributions from unconsolidated subsidiaries
    
    
    7,889
    
    
    
    4,549
    
    
    
    Net repayments (purchases and originations) of loans
    
    
    (2,173
    )
    
    
    (105,900
    )
    
    
    151,584Additions to real estate owned
    
    
    (2,011
    )
    
    
    
    
    
    
    Proceeds from sales of real estate owned
    
    
    2,252
    
    
    
    4,382
    
    
    
    3,872Proceeds from the sale of property and equipment
    
    
    939
    
    
    
    35
    
    
    
    651Purchases of office property and equipment, net
    
    
    (64,291
    )
    
    
    (92,204
    )
    
    
    (43,440
    )Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    2,628
    
    
    
    
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (22,066
    )
    
    
    (205,891
    )
    
    
    132,220Financing activities:Net increase in deposits
    
    
    86,369
    
    
    
    114,360
    
    
    
    313,190Cash outflows from the sale of branch
    
    
    
    
    
    
    
    
    
    
    (13,605
    )Repayments of FHLB advances
    
    
    (3,825,000
    )
    
    
    (2,551,344
    )
    
    
    (1,506,832
    )Proceeds from FHLB advances
    
    
    3,705,000
    
    
    
    2,785,000
    
    
    
    1,246,000Net decrease in securities sold under agreements
to repurchase
    
    
    (43,667
    )
    
    
    (14,094
    )
    
    
    (180,617
    )Net (decrease) increase in federal funds purchased
    
    
    76,949
    
    
    
    (107,449
    )
    
    
    34,475Repayments of secured borrowings
    
    
    
    
    
    
    (26,516
    )
    
    
    (101,924
    )Proceeds from secured borrowings
    
    
    
    
    
    
    
    
    
    
    65,293Repayment of notes and bonds payable
    
    
    (3,269
    )
    
    
    (14,169
    )
    
    
    (5,085
    )Proceeds from notes and bonds payable
    
    
    
    
    
    
    5,000
    
    
    
    6,436Capital contributions in managed fund by investors
    
    
    
    
    
    
    2,905
    
    
    
    Capital withdrawals in managed fund by investors
    
    
    
    
    
    
    (4,203
    )
    
    
    Excess tax benefits from share-based compensation
    
    
    1,265
    
    
    
    3,719
    
    
    
    Proceeds from issuance of Class A common stock
    
    
    2,449
    
    
    
    1,479
    
    
    
    1,179Proceeds from the issuance of junior subordinated
debentures
    
    
    30,929
    
    
    
    
    
    
    
    Payment of the minimum withholding tax upon the
exercise
of stock options
    
    
    
    
    
    
    (2,717
    )
    
    
    (3,519
    )Purchase and retirement of Class A common stock
    
    
    (53,769
    )
    
    
    (7,833
    )
    
    
    Purchase of subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    (491
    )Dividends paid
    
    
    (7,439
    )
    
    
    (9,678
    )
    
    
    (8,858
    )Net cash (used in) provided by financing activities
    
    
    (30,183
    )
    
    
    174,460
    
    
    
    (154,358
    )(Decrease) increase in cash and cash equivalents
    
    
    (11,321
    )
    
    
    (28,072
    )
    
    
    35,201Cash and cash equivalents at the beginning of period
    
    
    138,904
    
    
    
    170,261
    
    
    
    135,060Cash and cash equivalents of discontinued operations
assets held for sale at disposal date
    
    
    (6,294
    )
    
    
    
    
    
    
    Cash and cash equivalents of discontinued assets held
for sale
    
    
    3,285
    
    
    
    (3,285
    )
    
    
    (5,366
    )Cash and cash equivalents at end of period
    
    $
    124,574
    
    
    $
    138,904
    
    
    $
    164,895
  F-12




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2007
    
    2006
    
    2005See Notes To Consolidiated Financial StatementsCash paid for:Interest on borrowings and deposits
    
    $
    191,230
    
    
    $
    166,467
    
    
    $
    143,706Income taxes
    
    
    853
    
    
    
    22,630
    
    
    
    10,788Supplementary disclosure of non-cash investing and
financing activities:Loans and tax certificates transferred to REO
    
    
    2,528
    
    
    
    23,728
    
    
    
    2,307Securities held-to-maturity transferred to securities
available for sale
    
    
    203,004
    
    
    
    
    
    
    
    Long-lived assets held-for-use transferred to assets
held for sale
    
    
    13,704
    
    
    
    
    
    
    
    Decreases in current income taxes payable from the tax
effect of fair value of employee stock options
    
    
    
    
    
    
    
    
    
    
    4,538Reduction in loan participations sold accounted for
as secured borrowings
    
    
    
    
    
    
    111,754
    
    
    
    Exchange of branch facilities
    
    
    
    
    
    
    2,350
    
    
    
    Change in accumulated other comprehensive income
    
    
    7,096
    
    
    
    5,157
    
    
    
    (5,343
    )Change in deferred taxes on other comprehensive income
    
    
    4,200
    
    
    
    3,161
    
    
    
    (3,451
    )Securities purchased pending settlement
    
    
    18,926
    
    
    
    
    
    
    
    6,183Issuance and retirement of Class A common stock accepted
as consideration for the exercise price of stock options
    
    
    
    
    
    
    4,549
    
    
    
    1,149
 
 (1)
    
    Represents provision for loan losses, REO and tax certificates.  F-13




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 1. Summary of Significant Accounting Policies
 Basis of Financial Statement Presentation 
      Consolidation Policy
 Cash Equivalents
 F-14




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Investment Securities
       Financial instruments and derivatives 
 Tax Certificates
 Allowance for Tax Certificate Losses
 Loans
 Loans Held for Sale
 F-15




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Transfer
of Loan Participations 
 Impaired Loans
 Allowance
for Loan Losses
   Non-performing Loans
  Real Estate Owned (REO)
 F-16




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Real Estate Held for Development and Sale
    Investments in Unconsolidated Subsidiaries
 Goodwill and Other Intangible Assets
  Office
Properties and Equipment 
  F-17




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Impairment
of Long Lived Assets
  Advertising
 Income Taxes
  Accounting for Contingencies
 Earnings Per Share
 Brokered
Deposits
 Stock-Based Compensation Plans 
 F-18




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Discontinued
Operations
 New Accounting Pronouncements:
   Business Combinations
 F-19




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Noncontrolling Interests in Consolidated
Financial StatementsAn Amendment of ARB No. 51
 2. Cumulative-Effect Adjustment for Quantifying Financial Statement Misstatements
   F-20




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  CumulativeEffect AdjustmentAs ofJanuary 1,2006Other liabilities:Recurring operating expenses (1)
    
    $
    1,618Deferred data processing expenses (2)
    
    
    1,474Current taxes payable
    
    
    (696
    )Increase in other liabilities
    
    $
    2,396Increase in deferred tax asset
    
    $
    497Decrease in retained earnings
    
    $
    1,899
 
 (1)
    
    The Company historically expensed certain recurring invoices when paid. The effect
of this accounting policy was not material to BankAtlantics financial statements in any
given year as the rollover impact of expenses in the following year approximated the
expenses that rolled over from the prior year.(2)
    
    The Company paid a fixed fee for certain data processing transaction services and at the
end of each contract year, the actual number of transactions is determined and the fees
related to any greater or lesser transactions are invoiced or repaid to the Company over a
twelve month period. The Company accounted for these charges when paid. The effect of this
accounting policy was not material to BankAtlantics financial statements in any given year
and the amount of the error had accumulated over a four year period as follows (in
thousands): Occupancy and
    
    
    TaxFor the years ended December 31,
    
    Equipment Expense
    
    
    Effect
    
    
    Net2002
    
    $
    221
    
    
    $
    85
    
    
    $
    1362003
    
    
    276
    
    
    
    106
    
    
    
    1702004
    
    
    533
    
    
    
    206
    
    
    
    3272005
    
    
    444
    
    
    
    171
    
    
    
    273$
    1,474
    
    
    $
    568
    
    
    $
    906
  3. Discontinued Operations and Sale of Ryan Beck
  F-21




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    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
 F-22




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Investment banking revenues
    
    $
    37,836
    
    
    $
    218,461
    
    
    $
    253,311Non-interest expensesEmployee compensation and benefits
    
    
    27,532
    
    
    
    170,605
    
    
    
    165,325Occupancy and equipment
    
    
    2,984
    
    
    
    16,588
    
    
    
    15,816Advertising and promotion
    
    
    740
    
    
    
    5,788
    
    
    
    5,418Transaction related costs (1)
    
    
    14,263
    
    
    
    
    
    
    
    Professional fees
    
    
    1,106
    
    
    
    8,790
    
    
    
    6,706Communications
    
    
    2,255
    
    
    
    15,187
    
    
    
    13,554Floor broker and clearing fees
    
    
    1,162
    
    
    
    8,612
    
    
    
    9,118Interest expense
    
    
    985
    
    
    
    5,995
    
    
    
    3,419Other
    
    
    1,086
    
    
    
    6,389
    
    
    
    7,204Total non-interest expenses
    
    
    52,113
    
    
    
    237,954
    
    
    
    226,560(Loss) Income from Ryan Beck
discontinued operations before
income taxes
    
    
    (14,277
    )
    
    
    (19,493
    )
    
    
    26,751(Benefit) provision for income taxes
    
    
    (5,716
    )
    
    
    (8,001
    )
    
    
    10,095Income from Ryan Beck discontinued
operations, net of tax
    
    $
    (8,561
    )
    
    $
    (11,492
    )
    
    $
    16,656
 
 (1)
    
    Ryan Beck transaction 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.  December 31,2006ASSETS:Cash
    
    $
    3,285Securities owned
    
    
    112,382Office properties and equipment, net
    
    
    9,644Deferred tax asset, net
    
    
    16,411Goodwill
    
    
    6,184Due from clearing agent
    
    
    15,629Other assets
    
    
    27,228Total assets
    
    $
    190,763LIABILITIES:Securities sold but not yet purchased
    
    $
    31,407Other liabilities
    
    
    63,839Total liabilities
    
    $
    95,246
 F-23




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2007
    
    2006
    
    2005Net cash provided by operating activities
    
    $
    5,611
    
    
    $
    516
    
    
    $
    1,467Net cash (used in) provided by investing
activities
    
    $
    (299
    )
    
    $
    (1,298
    )
    
    $
    225Net cash used in financing activities
    
    $
    (2,307
    )
    
    $
    (1,299
    )
    
    $
    
 4. Restructuring Charges, Impairments and Exit Activities
  EmployeeTerminationBenefits
    
    Contract
    
    Total
    
    AssetLiability
    
    Liability
    
    Liability
    
    Impairments
    
    TotalBalance at December 31,
2006
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restructuring charges
    
    
    2,527
    
    
    
    1,016
    
    
    
    3,543
    
    
    
    4,808
    
    
    
    8,351Amounts paid or amortized
    
    
    (2,425
    )
    
    
    (26
    )
    
    
    (2,451
    )Balance at December 31,
2007
    
    $
    102
    
    
    
    990
    
    
    
    1,092
     F-24




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 5. Federal Funds Sold and Other Short Term Investments
  For the Years Ended2007
    
    2006
    
    2005Ending Balance
    
    $
    484
    
    
    $
    691
    
    
    $
    1,057Maximum outstanding at any month end
within period
    
    $
    21,555
    
    
    $
    16,276
    
    
    $
    8,648Average amount invested during period
    
    $
    3,638
    
    
    $
    1,824
    
    
    $
    4,275Average yield during period
    
    
    4.77
    %
    
    
    3.00
    %
    
    
    1.87
    %
  6 Securities Available for Sale
  December 31, 2007Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:U.S. government agencies
mortgage-backed securities
    
    $
    585,796
    
    
    $
    4,378
    
    
    $
    555
    
    
    $
    589,619U.S. government agencies real
estate
mortgage investment conduits (1)
    
    
    199,886
    
    
    
    1,359
    
    
    
    2,403
    
    
    
    198,842Total mortgage-backed securities
    
    
    785,682
    
    
    
    5,737
    
    
    
    2,958
    
    
    
    788,461Investment Securities:Other bonds
    
    
    685
    
    
    
    
    
    
    
    4
    
    
    
    681Equity securities
    
    
    123,747
    
    
    
    12,474
    
    
    
    
    
    
    
    136,221Total investment securities
    
    
    124,432
    
    
    
    12,474
    
    
    
    4
    
    
    
    136,902Total
    
    $
    910,114
    
    
    $
    18,211
    
    
    $
    2,962
    
    
    $
    925,363
 December 31, 2006Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:U.S. government agencies
mortgage-backed securities
    
    $
    324,646
    
    
    $
    1,366
    
    
    $
    3,113
    
    
    $
    322,899U.S. government agencies real
estate
mortgage investment conduits (1)
    
    
    40,919
    
    
    
    
    
    
    
    2,068
    
    
    
    38,851Total mortgage-backed securities
    
    
    365,565
    
    
    
    1,366
    
    
    
    5,181
    
    
    
    361,750Investment Securities:Tax-exempt securities
    
    
    197,287
    
    
    
    822
    
    
    
    1,671
    
    
    
    196,438Other bonds
    
    
    685
    
    
    
    
    
    
    
    10
    
    
    
    675Equity securities
    
    
    82,884
    
    
    
    9,569
    
    
    
    
    
    
    
    92,453Total investment securities
    
    
    280,856
    
    
    
    10,391
    
    
    
    1,681
    
    
    
    289,566Total
    
    $
    646,421
    
    
    $
    11,757
    
    
    $
    6,862
    
    
    $
    651,316
 F-25




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
   Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesAvailable for sale securities:Mortgage-backed securities
    
    $
    68,821
    
    
    
    (396
    )
    
    
    14,792
    
    
    
    (159
    )
    
    
    83,613
    
    
    
    (555
    )Real estate mortgage
investment conduits
    
    
    3,475
    
    
    
    (5
    )
    
    
    35,398
    
    
    
    (2,398
    )
    
    
    38,873
    
    
    
    (2,403
    )Other bonds
    
    
    200
    
    
    
    
    
    
    
    246
    
    
    
    (4
    )
    
    
    446
    
    
    
    (4
    )Total available for sale
securities:
    
    $
    72,496
    
    
    
    (401
    )
    
    
    50,436
    
    
    
    (2,561
    )
    
    
    122,932
    
    
    
    (2,962
    )
    Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesAvailable for sale securities:Mortgage-backed securities
    
    $
    30,868
    
    
    
    (88
    )
    
    
    142,632
    
    
    
    (3,025
    )
    
    
    173,500
    
    
    
    (3,113
    )Real estate mortgage investment
conduits
    
    
    
    
    
    
    
    
    
    
    38,851
    
    
    
    (2,068
    )
    
    
    38,851
    
    
    
    (2,068
    )Tax exempt securities
    
    
    29,715
    
    
    
    (65
    )
    
    
    79,169
    
    
    
    (1,606
    )
    
    
    108,884
    
    
    
    (1,671
    )Other bonds
    
    
    242
    
    
    
    (8
    )
    
    
    198
    
    
    
    (2
    )
    
    
    440
    
    
    
    (10
    )Total available for sale securities:
    
    $
    60,825
    
    
    
    (161
    )
    
    
    260,850
    
    
    
    (6,701
    )
    
    
    321,675
    
    
    
    (6,862
    )
 F-26




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairDecember 31, 2007 (1) (2)
    
    Cost
    
    
    ValueDue within one year
    
    $
    410
    
    
    $
    410Due after one year, but within five years
    
    
    134,548
    
    
    
    135,750Due after five years, but within ten years
    
    
    1,936
    
    
    
    1,947Due after ten years
    
    
    649,473
    
    
    
    651,035Total
    
    $
    786,367
    
    
    $
    789,142
 
 (1)
    
    Scheduled maturities in the above table may vary
significantly from actual maturities due to prepayments.(2)
    
    Scheduled maturities are based upon contractual
maturities.  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Gross gains on securities sales
    
    $
    15,731
    
    
    $
    10,137
    
    
    $
    859Gross losses on securities sales
    
    
    (4,341
    )
    
    
    (168
    )
    
    
    (18
    )Other-than-temporary impaiments
    
    
    (3,316
    )
    
    
    
    
    
    
    Unrealized gains on securities
    
    
    338
    
    
    
    
    
    
    
    12Realized losses on securities
    
    
    
    
    
    
    (156
    )
    
    
    (6
    )Securities activities, net
    
    $
    8,412
    
    
    $
    9,813
    
    
    $
    847
    For The Years Ended December 31,2007
    
    
    2006
    
    
    2005Net change in other comprehensive income
on securities available for sale
    
    $
    10,356
    
    
    $
    5,694
    
    
    $
    (6,863
    )Change in deferred tax provision (benefit)
on net unrealized losses on securities
available for sale
    
    
    3,838
    
    
    
    1,936
    
    
    
    (2,509
    )Change in stockholders equity from net
unrealized
gain (loss) on securities available for sale
    
    $
    6,518
    
    
    $
    3,758
    
    
    $
    (4,354
    )
 F-27




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 7. Investment Securities
  Investment SecuritiesDecember 31, 2007Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueStifel restricted common stock
(1)
    
    $
    31,433
    
    
    $
    3,061
    
    
    $
    
    
    
    $
    34,494Private investment securities (2)
    
    
    8,184
    
    
    
    1,407
    
    
    
    
    
    
    
    9,591Equity securities (4)
    
    
    
    
    
    
    603
    
    
    
    
    
    
    
    603$
    39,617
    
    
    $
    5,071
    
    
    $
    
    
    
    $
    44,688
 December 31, 2006Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueTax exempt securities (3)
    
    $
    200,182
    
    
    $
    962
    
    
    $
    338
    
    
    $
    200,806Private investment
securities (2)
    
    
    6,500
    
    
    
    1,714
    
    
    
    
    
    
    
    8,214$
    206,682
    
    
    $
    2,676
    
    
    $
    338
    
    
    $
    209,020
 
 (1)
    
    Stifel common stock that is subject to restrictions for more than one year is accounted for as
investment securities at cost.(2)
    
    Private investment securities consist of equity instruments purchased through private
placements and are accounted for at historical cost adjusted for other-than-temporary declines
in value.(3)
    
    Tax exempt securities consist of municipal bonds.(4)
    
    Equity securities consisted of 3,587 shares of MasterCard International (MasterCard) Class B
Common Stock acquired through MasterCards 2006 initial public offering (IPO).   F-28




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 8. Tax Certificates
  December 31, 2007
    
    
    December 31, 2006Estimated
    
    
    
    
    
    
    EstimatedFair
    
    
    
    
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    ValueTax certificates (1)(2) Net of allowance of $3,289
and $3,699, respectively
    
    $
    188,401
    
    
    $
    188,401
    
    
    $
    195,391
    
    
    $
    195,391
 
 (1)
    
    Management considers the estimated fair value equivalent to book value for tax
certificates since these securities have no readily traded market value.(2)
    
    Based on historical repayment experience, the majority of tax certificates are
redeemed in two years or less.  For the Years Ended December 312007
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    3,699
    
    
    $
    3,271
    
    
    $
    3,297Charge-offs
    
    
    (867
    )
    
    
    (295
    )
    
    
    (979
    )Recoveries
    
    
    157
    
    
    
    423
    
    
    
    603Net (charge-offs) recoveries
    
    
    (710
    )
    
    
    128
    
    
    
    (376
    )Provision charged to operations
    
    
    300
    
    
    
    300
    
    
    
    350Balance, end of period
    
    $
    3,289
    
    
    $
    3,699
    
    
    $
    3,271
 9. Loans Receivable and Loans Held for Sale
  December 31,2007
    
    
    2006Real estate loans:Residential
    
    $
    2,155,752
    
    
    $
    2,150,626Construction and development
    
    
    416,484
    
    
    
    475,041Commercial
    
    
    882,307
    
    
    
    972,905Consumer  home equity
    
    
    676,262
    
    
    
    562,318Small business
    
    
    211,797
    
    
    
    186,833Other loans:Commercial business
    
    
    131,044
    
    
    
    157,109Small business  non-mortgage
    
    
    105,867
    
    
    
    98,225Consumer loans
    
    
    15,667
    
    
    
    17,406Deposit overdrafts
    
    
    15,005
    
    
    
    8,440Total gross loans
    
    
    4,610,185
    
    
    
    4,628,903Adjustments:Premiums, discounts and net deferred fees
    
    
    3,936
    
    
    
    1,306Allowance for loan losses
    
    
    (94,020
    )
    
    
    (43,602
    )Loans receivable  net
    
    $
    4,520,101
    
    
    $
    4,586,607Loans held for sale
    
    $
    4,087
    
    
    $
    9,313
 F-29




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   December 31,2007
    
    
    2006Residential
    
    $
    2,982
    
    
    $
    7,880Construction and development
    
    
    214,159
    
    
    
    384,515Commercial
    
    
    105,336
    
    
    
    90,447Total undisbursed loans in process
    
    $
    322,477
    
    
    $
    482,842
  Florida
    
    
    57
    %Eastern U.S.A.
    
    
    23
    %Western U.S.A.
    
    
    16
    %Central U.S.A
    
    
    4
    %100
    %
 Allowance for Loan Losses (in thousands)
 For Years Ended December 31,2007
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    43,602
    
    
    $
    41,192
    
    
    $
    46,010Loans charged-off
    
    
    (22,642
    )
    
    
    (8,905
    )
    
    
    (2,694
    )Recoveries of loans previously
charged-off
    
    
    2,218
    
    
    
    2,741
    
    
    
    4,491Net (charge-offs) recoveries
    
    
    (20,424
    )
    
    
    (6,164
    )
    
    
    1,797Provision for loan losses
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )Balance, end of period
    
    $
    94,020
    
    
    $
    43,602
    
    
    $
    41,192
  December 31, 2007
    
    
    December 31, 2006Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    113,955
    
    
    $
    17,809
    
    
    $
    325
    
    
    $
    162Impaired loans without
specific
valuation allowances
    
    
    67,124
    
    
    
    
    
    
    
    10,319
    
    
    
    Total
    
    $
    181,079
    
    
    $
    17,809
    
    
    $
    10,644
    
    
    $
    162
  F-30




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Contracted interest income
    
    $
    15,042
    
    
    $
    2,715
    
    
    $
    343Interest income recognized
    
    
    (10,071
    )
    
    
    (2,203
    )
    
    
    (192
    )Foregone interest income
    
    $
    4,971
    
    
    $
    512
    
    
    $
    151
  Non-performing assets (in thousands):
 December 31,2007
    
    
    2006
    
    
    2005Non-accrual  tax certificates
    
    $
    2,094
    
    
    $
    632
    
    
    $
    388Loans 90 days past due and still
accruing
    
    
    
    
    
    
    
    
    
    
    Non-accrual  loansResidential
    
    
    8,678
    
    
    
    2,629
    
    
    
    5,981Commercial real estate and business
    
    
    165,818
    
    
    
    
    
    
    
    340Small business
    
    
    877
    
    
    
    244
    
    
    
    9Consumer  home equity
    
    
    3,218
    
    
    
    1,563
    
    
    
    471Total non-accrual loans
    
    
    178,591
    
    
    
    4,436
    
    
    
    6,801Real estate owned
    
    
    17,216
    
    
    
    21,747
    
    
    
    967Total non-performing assets
    
    $
    197,901
    
    
    $
    26,815
    
    
    $
    8,156
 Other potential problem loans (in thousands):
 At December 31,2007
    
    
    2006
    
    
    2005Performing impaired loans, net of specific
allowances
    
    $
    
    
    
    $
    162
    
    
    $
    193Restructured loans
    
    
    2,488
    
    
    
    
    
    
    
    77Total potential problem loans
    
    $
    2,488
    
    
    $
    162
    
    
    $
    270
  F-31




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Real estate acquired in settlement of
loans and
tax certificates:Operating expenses, net
    
    $
    (243
    )
    
    $
    (224
    )
    
    $
    (75
    )Impairment of REO
    
    
    (7,299
    )
    
    
    
    
    
    
    Net gain on sales
    
    
    427
    
    
    
    1,443
    
    
    
    1,840Net real estate owned activity
    
    $
    (7,115
    )
    
    $
    1,219
    
    
    $
    1,765
 10. Accrued Interest Receivable
  December 31,2007
    
    
    2006Loans receivable
    
    $
    27,648
    
    
    $
    29,601Tax exempt securities
    
    
    
    
    
    
    1,913Tax certificates
    
    
    13,428
    
    
    
    11,215Securities available for sale
    
    
    5,195
    
    
    
    4,944Accrued interest receivable
    
    $
    46,271
    
    
    $
    47,673
 11. Office Properties and Equipment
  December 31,2007
    
    
    2006Land
    
    $
    54,920
    
    
    $
    60,874Buildings and improvements
    
    
    160,637
    
    
    
    127,748Furniture and equipment
    
    
    103,080
    
    
    
    96,505Total
    
    
    318,637
    
    
    
    285,127Less accumulated depreciation
    
    
    74,774
    
    
    
    65,410Office properties and equipment  net
    
    $
    243,863
    
    
    $
    219,717
   F-32




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 12. Deposits
  December 31,2007
    
    
    2006Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentInterest free checking
    
    $
    824,211
    
    
    
    20.85
    %
    
    $
    995,920
    
    
    
    25.75
    %Insured money fund savings2.45% at December 31, 2007,2.30% at December 31, 2006,
    
    
    624,390
    
    
    
    15.79
    
    
    
    677,642
    
    
    
    17.52NOW accounts1.50% at December 31, 2007,1.10% at December 31, 2006,
    
    
    900,233
    
    
    
    22.77
    
    
    
    779,383
    
    
    
    20.16Savings accounts1.50% at December 31, 2007,1.10% at December 31, 2006,
    
    
    580,497
    
    
    
    14.68
    
    
    
    465,172
    
    
    
    12.03Total non-certificate accounts
    
    
    2,929,331
    
    
    
    74.09
    
    
    
    2,918,117
    
    
    
    75.46Certificate accounts:Less than 2.00%
    
    
    16,261
    
    
    
    0.41
    
    
    
    11,923
    
    
    
    0.312.01% to 3.00%
    
    
    52,435
    
    
    
    1.33
    
    
    
    16,425
    
    
    
    0.433.01% to 4.00%
    
    
    164,744
    
    
    
    4.17
    
    
    
    174,165
    
    
    
    4.504.01% to 5.00%
    
    
    445,498
    
    
    
    11.27
    
    
    
    278,934
    
    
    
    7.215.01% to 6.00%
    
    
    339,625
    
    
    
    8.59
    
    
    
    459,046
    
    
    
    11.876.01% to 7.00%
    
    
    32
    
    
    
    0.00
    
    
    
    2,691
    
    
    
    0.07Total certificate accounts
    
    
    1,018,595
    
    
    
    25.77
    
    
    
    943,184
    
    
    
    24.39Total deposit accounts
    
    
    3,947,926
    
    
    
    99.86
    
    
    
    3,861,301
    
    
    
    99.85Premium on brokered deposits
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    (0.00
    )Interest earned not credited to deposit accounts
    
    
    5,479
    
    
    
    0.14
    
    
    
    5,742
    
    
    
    0.15Total
    
    $
    3,953,405
    
    
    
    100.00
    %
    
    $
    3,867,036
    
    
    
    100.00
    %
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Money fund savings and NOW accounts
    
    $
    26,031
    
    
    $
    20,413
    
    
    $
    16,592Savings accounts
    
    
    12,559
    
    
    
    2,936
    
    
    
    909Certificate accounts  below $100,000
    
    
    25,512
    
    
    
    23,136
    
    
    
    12,676Certificate accounts, $100,000 and above
    
    
    21,002
    
    
    
    13,048
    
    
    
    10,225Less early withdrawal penalty
    
    
    (628
    )
    
    
    (574
    )
    
    
    (318
    )Total
    
    $
    84,476
    
    
    $
    58,959
    
    
    $
    40,084
 F-33




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ending December 31,2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter0.00% to 2.00%
    
    $
    15,552
    
    
    $
    534
    
    
    $
    87
    
    
    $
    4
    
    
    $
    83
    
    
    $
    12.01% to 3.00%
    
    
    51,274
    
    
    
    928
    
    
    
    223
    
    
    
    
    
    
    
    10
    
    
    
    3.01% to 4.00%
    
    
    143,381
    
    
    
    12,042
    
    
    
    5,535
    
    
    
    1,927
    
    
    
    1,755
    
    
    
    1044.01% to 5.00%
    
    
    382,109
    
    
    
    26,191
    
    
    
    8,992
    
    
    
    2,094
    
    
    
    26,112
    
    
    
    5.01% to 6.00%
    
    
    272,764
    
    
    
    40,098
    
    
    
    25,231
    
    
    
    688
    
    
    
    844
    
    
    
    6.01% and greater
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    Total
    
    $
    865,080
    
    
    $
    79,799
    
    
    $
    40,068
    
    
    $
    4,739
    
    
    $
    28,804
    
    
    $
    105
  December 31,20073 months or less
    
    $
    119,1554 to 6 months
    
    
    128,1557 to 12 months
    
    
    94,775More than 12 months
    
    
    117,840Total
    
    $
    459,925
  2007
    
    
    2006Brokered deposits
    
    $
    14,665
    
    
    $
    60,956Public deposits
    
    
    323,879
    
    
    
    62,940Total institutional deposits
    
    $
    338,544
    
    
    $
    123,896
   F-34




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Advances from Federal Home Loan Bank
 Advances from Federal Home Loan Bank (FHLB) (dollars in thousands
 Maturity Date
    
    
    
    
    
    December 31,Ending December 31,
    
    Interest Rate
    
    
    20072008
    
    4.51% to 5.61%
    
    $
    1,190,0002009
    
    4.97% to 5.25%
    
    
    100,0002010
    
    5.84% to 7.22%
    
    
    32,000Total fixed rate advances
    
    
    
    
    
    
    1,322,0002008
    
    
    5.01
    %
    
    
    25,0002009
    
    
    4.99
    %
    
    
    50,000Total adjustable rate advances
    
    
    
    
    
    
    75,000Purchase accounting fair
value adjustments
    
    
    
    
    
    
    44Total FHLB advances
    
    
    
    
    
    $
    1,397,044Average cost during period
    
    
    
    
    
    
    5.31
    %Average cost end of period
    
    
    
    
    
    
    4.82
    %
   14. Federal Funds Purchased and Treasury Borrowings
    2007
    
    2006
    
    2005Ending balance
    
    $
    108,975
    
    
    $
    32,026
    
    
    $
    139,475Maximum outstanding at any month end
within period
    
    $
    175,000
    
    
    $
    266,237
    
    
    $
    181,065Average amount outstanding during
period
    
    $
    115,334
    
    
    $
    176,237
    
    
    $
    124,605Average cost during period
    
    
    5.17
    %
    
    
    5.17
    %
    
    
    3.42
    %
 F-35




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 15. Securities Sold Under Agreements to Repurchase
   For the Years Ended December 31,2007
    
    2006
    
    2005Maximum borrowing at any month-end within
the period
    
    $
    109,430
    
    
    $
    202,607
    
    
    $
    287,088Average borrowing during the period
    
    $
    73,848
    
    
    $
    123,944
    
    
    $
    185,111Average interest cost during the period
    
    
    4.88
    %
    
    
    4.83
    %
    
    
    2.88
    %Average interest cost at end of the period
    
    
    3.46
    %
    
    
    5.17
    %
    
    
    4.10
    %
  WeightedEstimated
    
    
    
    
    
    
    AverageAmortized
    
    
    Fair
    
    
    Repurchase
    
    
    InterestCost
    
    
    Value
    
    
    Balance
    
    
    RateDecember 31, 2007 (1)Mortgage-backedsecurities
    
    $
    30,028
    
    
    $
    30,251
    
    
    $
    26,848
    
    
    
    3.46
    %REMIC
    
    
    37,796
    
    
    
    35,398
    
    
    
    31,417
    
    
    
    3.46Total
    
    $
    67,824
    
    
    $
    65,649
    
    
    $
    58,265
    
    
    
    3.46
    %December 31, 2006 (1)Mortgage-backedsecurities
    
    $
    65,313
    
    
    $
    64,856
    
    
    $
    63,746
    
    
    
    5.17
    %REMIC
    
    
    40,919
    
    
    
    38,851
    
    
    
    38,186
    
    
    
    5.17Total
    
    $
    106,232
    
    
    $
    103,707
    
    
    $
    101,932
    
    
    
    5.17
    %
 
 (1)
    
    At December 31, 2007 and 2006, all securities were classified as available for
sale and were recorded at fair value in the consolidated statements of financial
condition.  F-36




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 16. Notes, Bonds, Secured Borrowings and Junior Subordinated Debentures
  Issue
    
    December 31,
    
    Interest
    
    MaturityDate
    
    2007
    
    2006
    
    Rate
    
    DateBankAtlantic BorrowingsSubordinated debentures (1)
    
    
    10/29/02
    
    
    $
    22,000
    
    
    
    22,000
    
    

LIBOR + 3.45%
    
    
    11/7/2012Mortgage-Backed Bond
    
    
    3/22/02
    
    
    
    4,654
    
    
    
    7,923
    
    
    
    (2
    )
    
    
    9/30/2013Total BankAtlantic
borrowings
    
    
    
    
    
    
    26,654
    
    
    
    29,923Total notes and bonds
    
    
    
    
    
    $
    26,654
    
    
    
    29,923
 
 (1)
    
    LIBOR interest rates are indexed to three-month LIBOR and adjust quarterly.(2)
    
    The bonds adjust semi-annually to the ten year treasury constant maturity
rate minus 23 basis points.  BeginningOptionalIssue
    
    As of December 31,
    
    Interest
    
    Maturity
    
    RedemptionJunior Subordinated Debentures
    
    Date
    
    2007
    
    2006
    
    Rate (1)
    
    Date
    
    DateBBX Capital Trust Trust I(A)
    
    
    6/26/2007
    
    
    $
    25,774
    
    
    
    
    
    

LIBOR
+ 1.45
    
    
    9/15/2037
    
    
    
    9/15/2012BBX Capital Trust Trust II(A)
    
    
    9/20/2007
    
    
    
    5,155
    
    
    
    
    
    
    LIBOR + 1.50
    
    
    12/15/2037
    
    
    
    12/15/2012BBC Capital Trust II
    
    
    3/5/2002
    
    
    
    57,088
    
    
    
    57,088
    
    

8.50%
    
    
    3/31/2032
    
    
    
    3/31/2007BBC Capital Trust III
    
    
    6/26/2002
    
    
    
    25,774
    
    
    
    25,774
    
    
    LIBOR + 3.45%
    
    
    6/26/2032
    
    
    
    6/26/2007BBC Capital Trust IV
    
    
    9/26/2002
    
    
    
    25,774
    
    
    
    25,774
    
    
    LIBOR + 3.40%
    
    
    9/26/2032
    
    
    
    9/26/2007BBC Capital Trust V
    
    
    9/27/2002
    
    
    
    10,310
    
    
    
    10,310
    
    
    LIBOR + 3.40%
    
    
    9/30/2032
    
    
    
    9/27/2007BBC Capital Trust VI
    
    
    12/10/2002
    
    
    
    15,450
    
    
    
    15,450
    
    
    LIBOR + 3.35%
    
    
    12/10/2032
    
    
    
    12/10/2007BBC Capital Trust VII
    
    
    12/19/2002
    
    
    
    25,774
    
    
    
    25,774
    
    
    LIBOR + 3.25%
    
    
    12/19/2032
    
    
    
    12/19/2007BBC Capital Trust VIII
    
    
    12/19/2002
    
    
    
    15,464
    
    
    
    15,464
    
    
    LIBOR + 3.35%
    
    
    1/7/2033
    
    
    
    12/19/2007BBC Capital Trust IX
    
    
    12/19/2002
    
    
    
    10,310
    
    
    
    10,310
    
    
    LIBOR + 3.35%
    
    
    1/7/2033
    
    
    
    12/19/2007BBC Capital Trust X
    
    
    3/26/2003
    
    
    
    51,548
    
    
    
    51,548
    
    
    6.40 (2)%
    
    
    3/26/2033
    
    
    
    3/26/2008BBC Capital Trust XI
    
    
    4/10/2003
    
    
    
    10,310
    
    
    
    10,310
    
    

    6.45 (2)%

    
    
    4/24/2033
    
    
    
    4/24/2008BBC Capital Trust XII
    
    
    3/27/2003
    
    
    
    15,464
    
    
    
    15,464
    
    
    6.65 (2)%

    
    
    4/7/2033
    
    
    
    4/7/2008Total Junior SubordinatedDebentures
    
    
    
    
    
    $
    294,195
    
    
    
    263,266
 
 (1)
    
    LIBOR interest rates are indexed to three-month LIBOR and adjust quarterly.(2)
    
    Adjusts to floating three-month LIBOR plus 3.25% rate five years from the issue date.   Junior Subordinated Debentures:
  F-37




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Indentures
  17. Restricted Stock, Common Stock and Common Stock Option Plans
 Issuance and Redemption of Class A Common Stock
    F-38




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 BankAtlantic Bancorp Restricted Stock and Stock Option Plans:
 Stock Option PlansVestingMaximum
    
    Shares
    
    Class of
    
    Requirements
    
    Type ofTerm
    
    Authorized (3)
    
    Stock
    
    (1)
    
    Options (2)1996 Stock Option Plan
    
    10 years
    
    
    2,246,094
    
    
    
    A
    
    
    5 Years (1)
    
    ISO, NQ1999 Non-qualifying Stock Option Plan
    
    10 years
    
    
    862,500
    
    
    
    A
    
    
    
    (1
    )
    
    NQ1999 Stock Option Plan
    
    10 years
    
    
    862,500
    
    
    
    A
    
    
    
    (1
    )
    
    ISO, NQ2000 Non-qualifying Stock Option Plan
    
    10 years
    
    
    1,704,148
    
    
    
    A
    
    
    Immediately
    
    NQ2001 Amended
and Restated Stock Option Plan
    
    10 years
    
    
    3,918,891
    
    
    
    A
    
    
    5 Years (1)
    
    ISO, NQ2005
Restricted Stock and Option Plan (4)
    
    10 years
    
    
    6,000,000
    
    
    
    A
    
    
    5 Years (1)
    
    ISO, NQ
 
 (1)
    
    Vesting is established by the Compensation Committee in connection with each grant
of options or restricted stock. All directors stock options vest immediately.(2)
    
    ISO  Incentive Stock OptionNQ  Non-qualifying Stock Option(3)
    
    During 2001 shares underlying options available for grant under all stock options
plans except the 2001 stock option plan were canceled. During 2005 shares underlying
restricted stock and options available for grant under the 2001 stock option plan were
canceled.(4)
    
    The Plan provides that up to 6,000,000 shares of Class A common stock may be issued
for restricted stock awards and upon the exercise of options granted under the Plan. Share-Based Compensation:
  2007
    
    
    2006Income from continuing operations
before tax
    
    $
    (3,727
    )
    
    $
    (3,931
    )Benefit from income tax
    
    
    1,767
    
    
    
    821Income from continuing operations
    
    
    (1,960
    )
    
    
    (3,110
    )Discontinued operations net of
tax of
$603 and $273
    
    
    (903
    )
    
    
    (390
    )Net income
    
    $
    (2,863
    )
    
    $
    (3,500
    )Basic earnings per share from
continuing operations
    
    $
    (0.03
    )
    
    $
    (0.05
    )Diluted earnings per share from
continuing operations
    
    $
    (0.03
    )
    
    $
    (0.05
    )
 F-39




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  (in thousands, except share data)
    
    2005Pro forma net incomeNet income, as reported
    
    $
    59,182Add: Stock-based employee compensation
expense included in reported net income,
net of related income tax effects
    
    
    239Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related income tax effects
    
    
    (2,531
    )Pro forma net income
    
    $
    56,890Earnings per share:Basic as reported
    
    $
    0.98Basic pro forma
    
    $
    0.94Diluted as reported
    
    $
    0.92Diluted pro forma
    
    $
    0.89
   Class A
    
    
    WeightedNonvested
    
    
    AverageRestricted
    
    
    Grant dateStock
    
    
    Fair ValueOutstanding at December 31, 2004
    
    
    163,787
    
    
    $
    7.40Vested
    
    
    (40,421
    )
    
    
    8.10Forfeited
    
    
    
    
    
    
    Granted
    
    
    9,268
    
    
    
    18.88Outstanding at December 31, 2005
    
    
    132,634
    
    
    $
    8.00Vested
    
    
    (34,826
    )
    
    
    11.12Forfeited
    
    
    
    
    
    
    Granted
    
    
    31,389
    
    
    
    14.74Outstanding at December 31, 2006
    
    
    129,197
    
    
    $
    8.79Vested
    
    
    (37,913
    )
    
    
    9.79Forfeited
    
    
    
    
    
    
    Granted
    
    
    62,160
    
    
    
    8.44Outstanding at December 31, 2007
    
    
    153,444
    
    
    $
    8.40
  F-40




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Weighted Average2007
    
    2006
    
    2005Expected volatility
    
    
    29.44
    %
    
    
    31.44
    %
    
    
    31.00
    %Expected dividends
    
    
    1.75
    %
    
    
    1.03
    %
    
    
    0.76
    %Expected term (in
years)
    
    
    7.23
    
    
    
    7.45
    
    
    
    7.00Risk-free rate
    
    
    4.92
    %
    
    
    5.19
    %
    
    
    4.10
    %
 F-41




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Weighted
    
    
    WeightedClass A
    
    
    Average
    
    
    Average
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Contractual Term
    
    
    Value ($000)Outstanding at December 31, 2004
    
    
    6,174,845
    
    
    $
    6.79
    
    
    
    5.4Exercised
    
    
    (923,140
    )
    
    
    2.52Forfeited
    
    
    (71,023
    )
    
    
    11.13Expired
    
    
    
    
    
    
    Granted
    
    
    858,571
    
    
    
    18.74Outstanding at December 31, 2005
    
    
    6,039,253
    
    
    
    9.08
    
    
    
    5.7Exercised
    
    
    (1,459,740
    )
    
    
    4.13Forfeited
    
    
    (259,776
    )
    
    
    13.58Expired
    
    
    (32,100
    )
    
    
    9.30Granted
    
    
    951,268
    
    
    
    14.75Outstanding at December 31, 2006
    
    
    5,238,905
    
    
    
    11.29
    
    
    
    6.4Exercised
    
    
    (441,137
    )
    
    
    5.55Forfeited
    
    
    (377,432
    )
    
    
    13.59Expired
    
    
    (79,098
    )
    
    
    11.85Granted
    
    
    981,247
    
    
    
    9.36Outstanding at December 31, 2007
    
    
    5,322,485
    
    
    $
    11.23
    
    
    
    6.2
    
    
    $
    474Exercisable at December 31, 2007
    
    
    1,669,220
    
    
    $
    6.76
    
    
    
    3.5
    
    
    $
    474Available for grant at December
31, 2007
    
    
    3,459,860
   F-42




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 18. Income Taxes
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Continuing operations
    
    $
    (27,572
    )
    
    $
    7,097
    
    
    $
    23,403Discontinued operations
    
    
    (4,124
    )
    
    
    (8,001
    )
    
    
    10,095Total (benefit) provision
for income taxes
    
    $
    (31,696
    )
    
    $
    (904
    )
    
    $
    33,498Continuing operations:Current:Federal
    
    $
    (4,251
    )
    
    $
    6,161
    
    
    $
    20,407State
    
    
    21
    
    
    
    (197
    )
    
    
    2,675(4,230
    )
    
    
    5,964
    
    
    
    23,082Deferred:Federal
    
    
    (18,180
    )
    
    
    674
    
    
    
    271State
    
    
    (5,162
    )
    
    
    459
    
    
    
    50(23,342
    )
    
    
    1,133
    
    
    
    321(Benefit) provision
for income taxes
    
    $
    (27,572
    )
    
    $
    7,097
    
    
    $
    23,403
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Income tax (benefit) provision at
expected federal income tax
rate of 35%
    
    $
    (20,154
    )
    
    
    (35.00
    )%
    
    $
    11,892
    
    
    
    35.00
    %
    
    $
    23,075
    
    
    
    35.00
    %Increase (decrease) resulting from:Tax-exempt income
    
    
    (3,755
    )
    
    
    (6.52
    )
    
    
    (4,621
    )
    
    
    (13.60
    )
    
    
    (4,540
    )
    
    
    (6.89
    )(Benefit) provision for state taxes
net of federal benefit
    
    
    (3,342
    )
    
    
    (5.80
    )
    
    
    170
    
    
    
    0.50
    
    
    
    1,772
    
    
    
    2.69Change in valuation allowances
    
    
    856
    
    
    
    1.49
    
    
    
    1,269
    
    
    
    3.74
    
    
    
    777
    
    
    
    1.18Tax credits
    
    
    (856
    )
    
    
    (1.49
    )
    
    
    (721
    )
    
    
    (2.12
    )
    
    
    (549
    )
    
    
    (0.83
    )Fines and penalties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,500
    
    
    
    5.31Other  net
    
    
    (321
    )
    
    
    (0.56
    )
    
    
    (892
    )
    
    
    (2.63
    )
    
    
    (632
    )
    
    
    (0.96
    )(Benefit) provision for income taxes
    
    $
    (27,572
    )
    
    
    (47.88
    )%
    
    $
    7,097
    
    
    
    20.89
    %
    
    $
    23,403
    
    
    
    35.50
    %
 F-43




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2007
    
    2006
    
    2005Deferred tax assets:Allowance for loans, REO, tax certificate losses and write-downs, for
financial statement purposes
    
    $
    38,786
    
    
    
    20,317
    
    
    
    19,978Federal and State net operating loss carryforward
    
    
    7,116
    
    
    
    5,421
    
    
    
    3,609Compensation expensed for books and deferred for tax purposes
    
    
    410
    
    
    
    13,099
    
    
    
    10,225Real estate held for development and sale capitalized costs for tax
purposes
in excess of amounts capitalized for financial statement purposes
    
    
    342
    
    
    
    374
    
    
    
    1,135Accumulated other comprehensive income
    
    
    
    
    
    
    896
    
    
    
    4,057Share Based Compensation
    
    
    1,078
    
    
    
    827
    
    
    
    Other
    
    
    4,174
    
    
    
    3,344
    
    
    
    1,930Total gross deferred tax assets
    
    
    51,906
    
    
    
    44,278
    
    
    
    40,934Less valuation allowance
    
    
    (5,466)
    
    
    
    (4,610)
    
    
    
    (3,341)Total deferred tax assets
    
    
    46,440
    
    
    
    39,668
    
    
    
    37,593Deferred tax liabilities:Deferred loan income
    
    
    1,993
    
    
    
    1,956
    
    
    
    1,452Purchase accounting adjustments for bank acquisitions
    
    
    964
    
    
    
    1,929
    
    
    
    2,219Accumulated other comprehensive income
    
    
    3,304
    
    
    
    
    
    
    
    Prepaid pension expense
    
    
    2,530
    
    
    
    2,438
    
    
    
    2,454Depreciation for tax greater than book
    
    
    3,293
    
    
    
    2,685
    
    
    
    665Securities owned recorded at fair value for books and historical
cost for tax purposes
    
    
    
    
    
    
    188
    
    
    
    931Other
    
    
    2,290
    
    
    
    468
    
    
    
    257Total gross deferred tax liabilities
    
    
    14,374
    
    
    
    9,664
    
    
    
    7,978Net deferred tax asset
    
    
    32,066
    
    
    
    30,004
    
    
    
    29,615Less net deferred tax asset at beginning of period
    
    
    (30,004
    )
    
    
    (29,615
    )
    
    
    (20,269
    )Reduction in deferred tax asset associated with Ryan Beck sale
    
    
    16,593
    
    
    
    
    
    
    
    Increase (decrease) in accumulated other comprehensive income
    
    
    4,200
    
    
    
    3,161
    
    
    
    (3,451
    )Benefit for deferred income taxes
    
    
    22,855
    
    
    
    3,550
    
    
    
    5,895Provision (benefit) for deferred income taxes  discontinued operations
    
    
    487
    
    
    
    (4,683
    )
    
    
    (6,216
    )Benefit (provision) for deferred income taxes  continuing operations
    
    $
    23,342
    
    
    
    (1,133
    )
    
    
    (321
    )
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    4,610
    
    
    $
    3,341
    
    
    $
    2,564Increase in State deferred
tax valuation allowance
    
    
    856
    
    
    
    1,269
    
    
    
    777Balance, end of period
    
    $
    5,466
    
    
    $
    4,610
    
    
    $
    3,341
  F-44




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   December 31,2007BankAtlantic
    
    $
    46,134BankAtlantic Bancorp Inc.
    
    
    129,265Leasing Technology Inc.
    
    
    9,263Palm River Development Corp.
    
    
    14,364Total State NOL carryforwards
    
    $
    199,026
    (in thousands)
    
    AmountBalance as of January 1, 2007
    
    $
    885Cumulative effect adjustment upon adoption
of FIN No. 48
    
    
    (700
    )Additions based on tax positions related to
current year
    
    
    194Additions based on tax positions related to
prior year
    
    
    88Reductions of tax positions for prior years
    
    
    (273
    )Balance as of December 31, 2007
    
    $
    194
   F-45




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 19. Employee Benefit Plans
 Defined Benefit Pension Plan
   December 31,2007
    
    
    2006Benefit obligation at the beginning of the
year
    
    $
    29,620
    
    
    $
    29,381Interest cost
    
    
    1,656
    
    
    
    1,624Actuarial (gains)
    
    
    (1,403
    )
    
    
    (557
    )Benefits paid
    
    
    (955
    )
    
    
    (828
    )Benefit obligation at end of year
    
    $
    28,918
    
    
    $
    29,620
  December 31,2007
    
    
    2006Fair value of Plan assets at the beginning of year
    
    $
    28,626
    
    
    $
    26,151Actual return on Plan assets
    
    
    1,433
    
    
    
    3,303Employer contribution
    
    
    
    
    
    
    Benefits paid
    
    
    (955
    )
    
    
    (828
    )Fair value of Plan assets as of actuarial date
    
    $
    29,104
    
    
    $
    28,626Funded status at end of year (1)
    
    
    186
    
    
    
    (994
    )
 
 (1)
    
    The funded accumulated benefit obligation at December 31, 2007 was recorded in other
assets and the unfunded accumulated benefit obligation at December 31, 2006 was recorded in other
liabilities in the Companys Consolidated Statement of Financial Condition.  For the Years Ended2007
    
    
    2006
    
    
    2005Interest cost on projected benefit obligation
    
    
    1,656
    
    
    
    1,624
    
    
    
    1,565Expected return on plan assets
    
    
    (2,396
    )
    
    
    (2,190
    )
    
    
    (2,100
    )Amortization of net losses (1)
    
    
    501
    
    
    
    933
    
    
    
    698Net periodic pension (income) expense (2)
    
    $
    (239
    )
    
    $
    367
    
    
    $
    163Other changes in Plan Assets and Benefit
Obligations Recognized in Other
Comprehensive IncomeChange in accumulated benefit obligations
    
    
    1,180
    
    
    
    2,236
    
    
    
    (2,094
    )Change in deferred tax assets
    
    
    (363
    )
    
    
    (1,204
    )
    
    
    942Total recognized net periodic benefit cost
and
other comprehensive income
    
    
    578
    
    
    
    1,399
    
    
    
    (989
    )
 
 (1)
    
    The estimated net losses that will be amortized from other comprehensive
income into net periodic benefit cost for the year ended December 31, 2008 are
$433,000.(2)
    
    Periodic pension (income) expense is included in compensation expense. F-46




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   For the Years Ended December 31,2007
    
    2006
    
    2005Weighted average discount rate used to
determine benefit obligation
    
    
    6.00
    %
    
    
    5.75
    %
    
    
    5.50Weighted average discount rate used to
to determine net periodic benefit cost
    
    
    5.75
    %
    
    
    5.50
    
    
    
    6.00Rate of increase in future
compensation levels
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExpected long-term rate of return
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
   Plan AssetsAt December 31,2007
    
    2006Equity securities
    
    
    71.93
    %
    
    
    74.66
    %Debt securities
    
    
    22.36
    
    
    
    20.87Cash
    
    
    5.71
    
    
    
    4.47Total
    
    
    100.00
    %
    
    
    100.00
    %
   F-47




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  PensionExpected Future Service
    
    Benefits2008
    
    $
    9832009
    
    
    1,1912010
    
    
    1,3972011
    
    
    1,4142012
    
    
    1,459Years 2013-2017
    
    
    8,597
 Defined Contribution 401(k) Plan
  For the Years Ended December 31,2007
    
    2006
    
    2005Employee salary contribution
limit (1)
    
    $
    15
    
    
    $
    15
    
    
    $
    14Percentage of salary limitation
    
    
    75
    %
    
    
    75
    %
    
    
    75
    %Total match contribution (2)
    
    $
    2,930
    
    
    $
    2,461
    
    
    $
    2,037Vesting of employer match
    
    Immediate
    
    Immediate
    
    Immediate
 
 (1)
    
    For the 2007, 2006 and 2005 plan year, employees over the age of 50 were entitled to
contribute $20,000, $20,000 and $18,000, respectively.(2)
    
    The employer matched 100% of the first 3% of employee contributions and 50% of the next
2% of employee contributions. Profit Sharing Plan
  F-48




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 20. Commitments and Contingencies
  Year Ending December 31,
    
    Amount2008
    
    $
    11,5402009
    
    
    10,7032010
    
    
    9,4072011
    
    
    8,1602012
    
    
    7,235Thereafter
    
    
    90,315Total
    
    $
    137,360
 For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Rental expense for premises and equipment
    
    $
    13,591
    
    
    $
    10,337
    
    
    $
    6,611
   December 31,2007
    
    2006Commitments to sell fixed rate residential loans
    
    $
    21,029
    
    
    $
    30,696Commitments to sell variable rate residential loans
    
    
    1,518
    
    
    
    2,921Commitments to purchase variable rate residential
loans
    
    
    39,921
    
    
    
    69,525Commitments to purchase fixed rate residential loans
    
    
    21,189
    
    
    
    Commitments to originate loans held for sale
    
    
    18,344
    
    
    
    26,346Commitments to originate loans held to maturity
    
    
    158,589
    
    
    
    223,060Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    992,838
    
    
    
    890,036Commitments to purchase branch facilities land
    
    
    
    
    
    
    11,180Standby letters of credit
    
    
    41,151
    
    
    
    67,831Commercial lines of credit
    
    
    96,786
    
    
    
    86,992
   F-49




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      21. Regulatory Matters
    F-50




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For Capital
    
    To Be ConsideredActual
    
    Adequacy Purposes
    
    Well CapitalizedAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioAs of December 31, 2007:Total risk-based capital
    
    $
    495,668
    
    
    
    11.63
    %
    
    $
    340,998
    
    
    
    8.00
    %
    
    $
    426,248
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    420,063
    
    
    
    9.85
    %
    
    $
    170,499
    
    
    
    4.00
    %
    
    $
    255,749
    
    
    
    6.00
    %Tangible capital
    
    $
    420,063
    
    
    
    6.94
    %
    
    $
    90,821
    
    
    
    1.50
    %
    
    $
    90,821
    
    
    
    1.50
    %Core capital
    
    $
    420,063
    
    
    
    6.94
    %
    
    $
    242,190
    
    
    
    4.00
    %
    
    $
    302,738
    
    
    
    5.00
    %As of December 31, 2006:Total risk-based capital
    
    $
    529,497
    
    
    
    12.08
    %
    
    $
    350,714
    
    
    
    8.00
    %
    
    $
    438,392
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    460,359
    
    
    
    10.50
    %
    
    $
    175,357
    
    
    
    4.00
    %
    
    $
    263,035
    
    
    
    6.00
    %Tangible capital
    
    $
    460,359
    
    
    
    7.55
    %
    
    $
    91,425
    
    
    
    1.50
    %
    
    $
    91,425
    
    
    
    1.50
    %Core capital
    
    $
    460,359
    
    
    
    7.55
    %
    
    $
    243,799
    
    
    
    4.00
    %
    
    $
    304,749
    
    
    
    5.00
    %
 22. Parent Company Financial Information
  CONDENSED STATEMENTS OF FINANCIAL CONDITION
 December 31,2007
    
    
    2006ASSETSCash deposited at BankAtlantic
    
    $
    3,193
    
    
    $
    4,738Short term investments
    
    
    5,970
    
    
    
    5,145Securities available for sale and financial instruments
    
    
    146,107
    
    
    
    91,687Investment securities at cost
    
    
    39,617
    
    
    
    6,500Investment in BankAtlantic
    
    
    535,279
    
    
    
    565,948Investment in other subsidiaries
    
    
    2
    
    
    
    95,519Current income tax receivable  BankAtlantic
    
    
    15,422
    
    
    
    9,717Investment in unconsolidated subsidiaries
    
    
    8,820
    
    
    
    12,016Due from BankAtlantic
    
    
    
    
    
    
    677Other assets
    
    
    3,962
    
    
    
    4,682Total assets
    
    $
    758,372
    
    
    $
    796,629LIABILITIES AND STOCKHOLDERS EQUITYDue to BankAtlantic
    
    
    83
    
    
    
    Junior subordinated debentures
    
    
    294,195
    
    
    
    263,266Other liabilities
    
    
    4,773
    
    
    
    8,381Total liabilities
    
    
    299,051
    
    
    
    271,647Stockholders equity
    
    
    459,321
    
    
    
    524,982Total liabilities and stockholders equity
    
    $
    758,372
    
    
    $
    796,629
 F-51




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 CONDENSED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Dividends from BankAtlantic
    
    $
    20,000
    
    
    $
    20,000
    
    
    $
    20,000Interest income from related parties
    
    
    256
    
    
    
    220
    
    
    
    719Interest and dividends on investments
    
    
    2,063
    
    
    
    2,227
    
    
    
    1,538Total interest income and dividends
    
    
    22,319
    
    
    
    22,447
    
    
    
    22,257Interest expense on debentures and other borrowings
    
    
    23,053
    
    
    
    21,933
    
    
    
    19,347Net interest (expense) income
    
    
    (734
    )
    
    
    514
    
    
    
    2,910Securities activity, net
    
    
    6,105
    
    
    
    9,156
    
    
    
    731Income from unconsolidated subsidiaries
    
    
    1,281
    
    
    
    1,634
    
    
    
    621Service fees from subsidiaries and related parties
    
    
    824
    
    
    
    23
    
    
    
    1,172Total non-interest income
    
    
    8,210
    
    
    
    10,813
    
    
    
    2,524Employee compensation and benefits
    
    
    2,421
    
    
    
    4,705
    
    
    
    4,047Advertising and promotion
    
    
    317
    
    
    
    408
    
    
    
    422Professional fees
    
    
    424
    
    
    
    637
    
    
    
    1,179Other expenses
    
    
    1,079
    
    
    
    1,028
    
    
    
    515Total non-interest expense
    
    
    4,241
    
    
    
    6,778
    
    
    
    6,163Income (loss) from continuing operations before
taxes
    
    
    3,235
    
    
    
    4,549
    
    
    
    (729
    )Income tax (benefit)
    
    
    (6,194
    )
    
    
    (6,008
    )
    
    
    (7,435
    )Income before undistributed earnings of subsidiaries
    
    
    9,429
    
    
    
    10,557
    
    
    
    6,706Equity in (loss) income from BankAtlantic
    
    
    (39,441
    )
    
    
    16,322
    
    
    
    35,820Equity in subsidiaries discontinued operations, net of tax of (benefit) provision
of ($4,124), ($8,001) and $10,095
    
    
    7,812
    
    
    
    (11,492
    )
    
    
    16,656Net (loss) income
    
    $
    (22,200
    )
    
    $
    15,387
    
    
    $
    59,182
 F-52




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 CONDENSED STATEMENTS OF CASH FLOW
 For the Years Ended December 31,(In thousands)
    
    2007
    
    
    2006
    
    
    2005Operating activities:Net (loss) income
    
    $
    (22,200
    )
    
    $
    15,387
    
    
    $
    59,182Adjustment to reconcile net income to net cash (used in) provided by operating activities:Equity in net undistributed earnings of
BankAtlantic and other subsidiaries
    
    
    48,001
    
    
    
    (4,831
    )
    
    
    (52,475
    )Net gains on sale of Ryan Beck Holdings, Inc.
    
    
    (16,373
    )
    
    
    
    
    
    
    Cumulative effect adjustment
    
    
    700
    
    
    
    
    
    
    
    Share-based compensation expense
    
    
    1,084
    
    
    
    1,256
    
    
    
    Tax benefits from share-based compensation
    
    
    (1,265
    )
    
    
    (3,719
    )
    
    
    Impairments of investment securities
    
    
    3,316
    
    
    
    
    
    
    
    Amortization and accretion, net
    
    
    762
    
    
    
    793
    
    
    
    868Distribution of earnings from unconsolidated subsidiaries
    
    
    1,281
    
    
    
    1,634
    
    
    
    621Equity in earnings of unconsolidated subsidiaries
    
    
    (1,281
    )
    
    
    (1,634
    )
    
    
    (621
    )Gains on securities activities
    
    
    (6,105
    )
    
    
    (9,156
    )
    
    
    (731
    )(Decrease) increase in other liabilities
    
    
    (5,931
    )
    
    
    5,075
    
    
    
    5,730Changes in due from BankAtlantic
    
    
    761
    
    
    
    (834
    )
    
    
    31Increase in deferred tax asset
    
    
    (2,575
    )
    
    
    (249
    )
    
    
    (32
    )Increase in other assets
    
    
    (5,746
    )
    
    
    (4,521
    )
    
    
    (1,522
    )Net cash (used in) provided by operating activities
    
    
    (5,571
    )
    
    
    (799
    )
    
    
    11,051Investing activities:Repayments of loans to subsidiaries
    
    
    
    
    
    
    4,613
    
    
    
    38,000Distribution from unconsolidated subsidiaries
    
    
    4,081
    
    
    
    
    
    
    
    Investments in unconsolidated subsidiaries, net
    
    
    (885
    )
    
    
    (4,081
    )
    
    
    (4,618
    )Purchase of securities
    
    
    (29,660
    )
    
    
    (62,915
    )
    
    
    (128,055
    )Proceeds from sales of securities
    
    
    55,252
    
    
    
    78,582
    
    
    
    84,309Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    2,628
    
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    31,416
    
    
    
    16,199
    
    
    
    (10,364
    )Financing activities:Issuance of Class A common stock
    
    
    2,449
    
    
    
    1,479
    
    
    
    1,179Retirement of Class A common stock accepted as
consideration for the payment of the minimum
withholding tax upon the exercise of stock options
    
    
    
    
    
    
    (2,717
    )
    
    
    (3,519
    )Proceeds from the issuance of junior subordinated
Debentures
    
    
    30,929
    
    
    
    
    
    
    
    Purchase and retirement of Class A common stock
    
    
    (53,769
    )
    
    
    (7,833
    )
    
    
    Retirement of subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    (491
    )Purchase of subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    491Common stock dividends paid
    
    
    (7,439
    )
    
    
    (9,678
    )
    
    
    (8,858
    )Excess tax benefits from share-based compensation
    
    
    1,265
    
    
    
    3,719
    
    
    
    Repayments of notes payable
    
    
    
    
    
    
    
    
    
    
    (100
    )Net cash used in financing activities
    
    
    (26,565
    )
    
    
    (15,030
    )
    
    
    (11,298
    )(Decrease) increase in cash and cash equivalents
    
    
    (720
    )
    
    
    370
    
    
    
    (10,611
    )Cash and cash equivalents at beginning of period
    
    
    9,883
    
    
    
    9,513
    
    
    
    20,124Cash and cash equivalents at end of period
    
    $
    9,163
    
    
    $
    9,883
    
    
    $
    9,513
  F-53




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 For the Years Ended December 31(In thousands)
    
    2007
    
    2006
    
    2005Cash paid for:Interest
    
    $
    22,971
    
    
    $
    22,707
    
    
    $
    19,211Supplementary disclosure of non-cash investing
and financing activities:Issuance and retirement of Class A common stock accepted
as consideration for the exercise price of stock options
    
    
    
    
    
    
    4,549
    
    
    
    1,149Increase in equity for the tax effect related to the exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    4,538Increase (decrease) in stockholders equity from other
comprehensive income
    
    
    7,096
    
    
    
    5,157
    
    
    
    (5,343
    )
 23. Selected Quarterly Results
  First
    
    Second
    
    Third
    
    Fourth2007
    
    Quarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    YearInterest income
    
    $
    93,540
    
    
    
    93,775
    
    
    
    94,896
    
    
    
    89,422
    
    
    
    371,633Interest expense
    
    
    46,394
    
    
    
    47,722
    
    
    
    51,137
    
    
    
    47,604
    
    
    
    192,857Net interest income
    
    
    47,146
    
    
    
    46,053
    
    
    
    43,759
    
    
    
    41,818
    
    
    
    178,776Provision for loan losses
    
    
    7,461
    
    
    
    4,917
    
    
    
    48,949
    
    
    
    9,515
    
    
    
    70,842Net interest income after
provision for loan losses
    
    
    39,685
    
    
    
    41,136
    
    
    
    (5,190
    )
    
    
    32,303
    
    
    
    107,934(Loss) income before taxes
    
    
    (3,056
    )
    
    
    13,443
    
    
    
    (50,247
    )
    
    
    (17,724
    )
    
    
    (57,584
    )(Loss) income from continuing
operations
    
    
    (2,204
    )
    
    
    11,728
    
    
    
    (29,610
    )
    
    
    (9,926
    )
    
    
    (30,012
    )Discontinued operations, net of taxes
    
    
    7,920
    
    
    
    (108
    )
    
    
    
    
    
    
    
    
    
    
    7,812Net income
    
    $
    5,716
    
    
    
    11,620
    
    
    
    (29,610
    )
    
    
    (9,926
    )
    
    
    (22,200
    )Basic (loss) earnings per share
from continuing operations
    
    $
    (0.04
    )
    
    
    0.20
    
    
    
    (0.52
    )
    
    
    (0.18
    )
    
    
    (0.52
    )Basic earnings per share
from discontinued operations
    
    
    0.13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.14Basic earnings (loss) per share
    
    $
    0.09
    
    
    
    0.20
    
    
    
    (0.52
    )
    
    
    (0.18
    )
    
    
    (0.38
    )Diluted (loss) earnings per share
from continuing operations
    
    $
    (0.04
    )
    
    
    0.20
    
    
    
    (0.52
    )
    
    
    (0.18
    )
    
    
    (0.52
    )Diluted earnings (loss) per share
from discontinued operations
    
    
    0.13
    
    
    
    (0.01
    )
    
    
    
    
    
    
    
    
    
    
    0.14Diluted earnings (loss) per share
    
    $
    0.09
    
    
    
    0.19
    
    
    
    (0.52
    )
    
    
    (0.18
    )
    
    
    (0.38
    )Basic weighted average number
of common shares outstanding
    
    
    60,635,001
    
    
    
    59,189,556
    
    
    
    56,832,326
    
    
    
    56,054,319
    
    
    
    58,161,567Diluted weighted average number
of common shares outstanding
    
    
    60,635,001
    
    
    
    59,929,238
    
    
    
    56,832,326
    
    
    
    56,054,319
    
    
    
    58,161,567
  F-54




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     First
    
    
    First
    
    
    Second
    
    
    Second2006
    
    Quarter
    
    
    Quarter (1)
    
    
    Quarter
    
    
    Quarter (1)(As-Reported)
    
    
    (As-Adjusted)
    
    
    (As-Reported)
    
    
    (As-Adjusted)Interest income
    
    $
    87,873
    
    
    $
    87,873
    
    
    $
    88,337
    
    
    $
    88,337Interest expense
    
    
    37,352
    
    
    
    37,352
    
    
    
    37,878
    
    
    
    37,878Net interest income
    
    
    50,521
    
    
    
    50,521
    
    
    
    50,459
    
    
    
    50,459Provision for (recovery from)
loan losses
    
    
    163
    
    
    
    163
    
    
    
    (20
    )
    
    
    (20
    )Net interest income after
provision for loan losses
    
    
    50,358
    
    
    
    50,358
    
    
    
    50,479
    
    
    
    50,479Income before taxes
    
    
    11,385
    
    
    
    10,970
    
    
    
    14,088
    
    
    
    14,012Income from continuing operations
    
    
    8,277
    
    
    
    8,022
    
    
    
    10,489
    
    
    
    10,443Discontinued operations, net of taxes
    
    
    (1,565
    )
    
    
    (1,565
    )
    
    
    (2,367
    )
    
    
    (2,367
    )Net income
    
    $
    6,712
    
    
    $
    6,457
    
    
    $
    8,122
    
    
    $
    8,076Basic earnings per share
from continuing operations
    
    $
    0.14
    
    
    $
    0.13
    
    
    $
    0.17
    
    
    $
    0.17Basic loss per share
from discontinued operations
    
    
    (0.03
    )
    
    
    (0.03
    )
    
    
    (0.04
    )
    
    
    (0.04
    )Basic earnings per share
    
    $
    0.11
    
    
    $
    0.10
    
    
    $
    0.13
    
    
    $
    0.13Diluted earnings per share
from continuing operations
    
    $
    0.13
    
    
    $
    0.13
    
    
    $
    0.17
    
    
    $
    0.17Diluted loss per share
from discontinued operations
    
    
    (0.02
    )
    
    
    (0.03
    )
    
    
    (0.04
    )
    
    
    (0.04
    )Diluted earnings per share
    
    $
    0.11
    
    
    $
    0.10
    
    
    $
    0.13
    
    
    $
    0.13Basic weighted average number
of common shares outstanding
    
    
    61,005,408
    
    
    
    61,005,408
    
    
    
    61,324,163
    
    
    
    61,324,163Diluted weighted average number
of common shares outstanding
    
    
    62,761,078
    
    
    
    62,761,078
    
    
    
    62,819,871
    
    
    
    62,819,871
 F-55




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Third
    
    
    Third
    
    
    Fourth2006
    
    Quarter
    
    
    Quarter (1)
    
    
    Quarter
    
    
    Year (1)(As-Reported)
    
    
    (As-Adjusted)Interest income
    
    $
    95,116
    
    
    $
    95,116
    
    
    $
    95,851
    
    
    $
    367,177Interest expense
    
    
    45,128
    
    
    
    45,128
    
    
    
    46,699
    
    
    
    167,057Net interest income
    
    
    49,988
    
    
    
    49,988
    
    
    
    49,152
    
    
    
    200,120Provision for loan losses
    
    
    271
    
    
    
    271
    
    
    
    8,160
    
    
    
    8,574Net interest income after
provision for loan losses
    
    
    49,717
    
    
    
    49,717
    
    
    
    40,992
    
    
    
    191,546Income (loss) before taxes
    
    
    9,114
    
    
    
    9,418
    
    
    
    (424
    )
    
    
    33,976Income from continuing operations
    
    
    7,180
    
    
    
    7,366
    
    
    
    1,048
    
    
    
    26,879Discontinued operations, net of taxes
    
    
    (4,842
    )
    
    
    (4,842
    )
    
    
    (2,718
    )
    
    
    (11,492
    )Net income
    
    $
    2,338
    
    
    $
    2,524
    
    
    $
    (1,670
    )
    
    $
    15,387Basic earnings per share
from continuing operations
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.02
    
    
    $
    0.44Basic loss per share
from discontinued operations
    
    
    (0.08
    )
    
    
    (0.08
    )
    
    
    (0.05
    )
    
    
    (0.19
    )Basic earnings (loss) per share
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    (0.03
    )
    
    $
    0.25Diluted earnings per share
From continuing operations
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.02
    
    
    $
    0.43Diluted loss per share
from discontinued operations
    
    
    (0.08
    )
    
    
    (0.08
    )
    
    
    (0.05
    )
    
    
    (0.18
    )Diluted earnings (loss) per share
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    (0.03
    )
    
    $
    0.25Basic weighted average number
of common shares outstanding
    
    
    61,045,711
    
    
    
    61,045,711
    
    
    
    61,007,079
    
    
    
    61,095,458Diluted weighted average number
of common shares outstanding
    
    
    62,412,365
    
    
    
    62,412,365
    
    
    
    62,277,525
    
    
    
    62,563,201
 
 (1)
    
    Upon the implementation of SAB No. 108, the Company identified misstatements in its prior
financial statements that were immaterial and the amounts were adjusted to retained earnings at
January 1, 2006 as a cumulative effect adjustment. The Company adjusted the quarters ended March
31, 2006, June 30, 2006 and September 30, 2006 to reflect these adjustments. See Note 2
Cumulative-Effect Adjustment for Quantifying Financial Statement Misstatements for a discussion of
the adoption of SAB No. 108 and descriptions of the misstatements.    24. Estimated Fair Value of Financial Instruments
   F-56




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
             F-57




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31, 2007
    
    December 31, 2006Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    124,574
    
    
    $
    124,574
    
    
    $
    138,904
    
    
    $
    138,904Securities available for sale
    
    
    925,363
    
    
    
    925,363
    
    
    
    651,316
    
    
    
    651,316Stifel warrants
    
    
    10,661
    
    
    
    10,661
    
    
    
    
    
    
    
    Investment securities
    
    
    39,617
    
    
    
    44,110
    
    
    
    206,682
    
    
    
    209,020Tax certificates
    
    
    188,401
    
    
    
    188,401
    
    
    
    195,391
    
    
    
    195,391Federal home loan bank stock
    
    
    74,003
    
    
    
    74,003
    
    
    
    80,217
    
    
    
    80,217Loans receivable including loans
held for sale, net
    
    
    4,524,188
    
    
    
    4,610,355
    
    
    
    4,595,920
    
    
    
    4,558,573Financial liabilities:Deposits
    
    $
    3,953,405
    
    
    $
    3,967,256
    
    
    $
    3,867,036
    
    
    $
    3,872,703Short term borrowings
    
    
    167,240
    
    
    
    167,240
    
    
    
    133,958
    
    
    
    133,958Advances from FHLB
    
    
    1,397,044
    
    
    
    1,406,728
    
    
    
    1,517,058
    
    
    
    1,507,264Subordinated debentures
and notes payable
    
    
    26,654
    
    
    
    26,717
    
    
    
    29,923
    
    
    
    29,713Junior subordinated debentures
    
    
    294,195
    
    
    
    262,814
    
    
    
    263,266
    
    
    
    263,421
  Derivatives
   Concentration of Credit Risk
  F-58




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 25. Earnings per Share
  For The Years Ended December 31,2007
    
    
    2006
    
    
    2005Basic (loss) earnings per share
Numerator:(Loss) income from
continuing operations
    
    $
    (30,012
    )
    
    $
    26,879
    
    
    $
    42,526Discontinued operations
    
    
    7,812
    
    
    
    (11,492
    )
    
    
    16,656Net (loss) income
    
    $
    (22,200
    )
    
    $
    15,387
    
    
    $
    59,182Denominator:Basic weighted average number of
common shares outstanding
    
    
    58,161,567
    
    
    
    61,095,458
    
    
    
    60,426,107Basic (loss) earnings per share from:Continuing operations
    
    $
    (0.52
    )
    
    $
    0.44
    
    
    $
    0.70Discontinued operations
    
    
    0.14
    
    
    
    (0.19
    )
    
    
    0.28Basic (loss) earnings per share
    
    $
    (0.38
    )
    
    $
    0.25
    
    
    $
    0.98
 For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Diluted (loss) earnings per share
Numerator:(Loss) income from continuing operations
    
    $
    (30,012
    )
    
    $
    26,879
    
    
    $
    42,526Discontinued operations
    
    
    7,812
    
    
    
    (11,492
    )
    
    
    16,656Subsidiary stock options
    
    
    
    
    
    
    
    
    
    
    (834
    )(Loss) income available from
continuing operations
    
    $
    (22,200
    )
    
    $
    15,387
    
    
    $
    58,348Denominator:Basic weighted average number of
common shares outstanding
    
    
    58,161,567
    
    
    
    61,095,458
    
    
    
    60,426,107Stock-based compensation
    
    
    
    
    
    
    1,467,743
    
    
    
    2,693,424Diluted weighted average shares outstanding
    
    
    58,161,567
    
    
    
    62,563,201
    
    
    
    63,119,531Diluted (loss) earnings per share from:Continuing operations
    
    $
    (0.52
    )
    
    $
    0.43
    
    
    $
    0.67Discontinued operations
    
    
    0.14
    
    
    
    (0.18
    )
    
    
    0.25Diluted (loss) earnings per share
    
    $
    (0.38
    )
    
    $
    0.25
    
    
    $
    0.92
  F-59




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 26. Real Estate Held for Development and Sale
  December 31,2007
    
    
    2006Land held for sale
    
    $
    13,704
    
    
    $
    1,239Land and land development costs
    
    
    10,481
    
    
    
    11,558Construction costs
    
    
    4,364
    
    
    
    7,323Other costs
    
    
    5,192
    
    
    
    5,213Total
    
    $
    33,741
    
    
    $
    25,333
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Sales of real estate
    
    $
    1,977
    
    
    $
    7,613
    
    
    $
    25,762Cost of sales on real estate
    
    
    1,439
    
    
    
    8,595
    
    
    
    21,282Gains (losses) on sales of real estate
    
    $
    538
    
    
    $
    (982
    )
    
    $
    4,480
   27. Investments in Unconsolidated Subsidiaries
  As of December 31,2007
    
    
    2006Statutory business trusts
    
    $
    8,820
    
    
    $
    7,910Rental real estate joint ventures
    
    
    1,715
    
    
    
    7,159Investment in lending joint venture
    
    
    2,548
    
    
    
    Total investments in unconsolidated subsidiaries
    
    $
    13,083
    
    
    $
    15,069
 F-60




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Equity in rental real estate joint venture
    
    $
    1,592
    
    
    $
    1,040
    
    
    $
    65Equity in lending joint venture
    
    
    246
    
    
    
    
    
    
    
    Earnings statutory trusts earnings
    
    
    662
    
    
    
    627
    
    
    
    556Income from unconsolidated subsidiaries
    
    $
    2,500
    
    
    $
    1,667
    
    
    $
    621
     December 31,Statement of Financial Condition
    
    2007
    
    
    2006Junior subordinated debentures
    
    $
    294,195
    
    
    $
    263,266Other assets
    
    
    1,072
    
    
    
    918Total Assets
    
    $
    295,267
    
    
    $
    264,184Trust preferred securities
    
    $
    285,375
    
    
    $
    255,375Other liabilities
    
    
    1,072
    
    
    
    899Total Liabilities
    
    
    286,447
    
    
    
    256,274Common securities
    
    
    8,820
    
    
    
    7,910Total Liabilities and Equity
    
    $
    295,267
    
    
    $
    264,184
 For the Years EndedDecember 31,Statement of Operations
    
    2007
    
    
    2006
    
    
    2005Interest income from subordinated debentures
    
    $
    22,274
    
    
    $
    20,913
    
    
    $
    18,538Interest expense
    
    
    (21,612
    )
    
    
    (20,286
    )
    
    
    (17,982
    )Net income
    
    $
    662
    
    
    $
    627
    
    
    $
    556
 F-61




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 28. Related Parties
    For the Years EndedDecember 31,2007
    
    
    2006Non-interest income
    
    $
    289
    
    
    $
    380Non-interest expense:Employee compensation
benefits
    
    
    (214
    )
    
    
    (270
    )Other  back-office support
    
    
    (1,406
    )
    
    
    (958
    )Net effect of affiliate transactions
before income taxes
    
    $
    (1,331
    )
    
    $
    (848
    )
   For the Year Ended December 31, 2005(in thousands)
    
    BFC
    
    
    Levitt
    
    
    Bluegreen
    
    
    TotalService fees
    
    $
    267
    
    
    $
    773
    
    
    $
    78
    
    
    $
    1,118Office overhead
    
    
    101
    
    
    
    110
    
    
    
    
    
    
    
    211Total
    
    $
    368
    
    
    $
    883
    
    
    $
    78
    
    
    $
    1,329
  F-62




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##### Table of Contents



BANKATLANTIC BANCORP,INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Class A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    268,943
    
    
    $
    9.90Options nonvested
    
    
    154,587
    
    
    $
    12.32
      For the Year Ended December 31, 2005(in thousands)
    
    Levitt
    
    
    Bluegreen
    
    
    TotalProperty
development
    
    $
    438
    
    
    $
    
    
    
    $
    438Risk management
    
    
    
    
    
    
    218
    
    
    
    218Total
    
    $
    438
    
    
    $
    218
    
    
    $
    656
    F-63




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##### Table of Contents



BANKATLANTIC BANCORP,INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 29. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operationsParent
    
    Company BankAtlantic Bancorps operations, costs of acquisitions, capital
management and financing activities
    Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2007Interest income
    
    $
    369,570
    
    
    $
    2,320
    
    
    $
    (257
    )
    
    $
    371,633Interest expense
    
    
    (170,060
    )
    
    
    (23,054
    )
    
    
    257
    
    
    
    (192,857
    )(Provision) for loan losses
    
    
    (70,842
    )
    
    
    
    
    
    
    
    
    
    
    (70,842
    )Non-interest income
    
    
    144,412
    
    
    
    8,250
    
    
    
    (830
    )
    
    
    151,832Non-interest expense
    
    
    (313,898
    )
    
    
    (4,282
    )
    
    
    830
    
    
    
    (317,350
    )Segments losses
before income taxes
    
    
    (40,818
    )
    
    
    (16,766
    )
    
    
    
    
    
    
    (57,584
    )Benefit for income tax
    
    
    21,378
    
    
    
    6,194
    
    
    
    
    
    
    
    27,572Segment net loss
    
    $
    (19,440
    )
    
    $
    (10,572
    )
    
    $
    
    
    
    $
    (30,012
    )Total assets
    
    $
    6,161,962
    
    
    $
    758,372
    
    
    $
    (541,517
    )
    
    $
    6,378,817Equity method investments
included in total assets
    
    $
    4,263
    
    
    $
    8,820
    
    
    $
    
    
    
    $
    13,083Goodwill
    
    $
    70,490
    
    
    $
    
    
    
    $
    
    
    
    $
    70,490Expenditures for segment
assets
    
    $
    63,992
    
    
    $
    
    
    
    $
    299
    
    
    $
    64,291Depreciation and amortization
    
    $
    15,542
    
    
    $
    (784
    )
    
    $
    486
    
    
    $
    15,244
 F-64




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##### Table of Contents



BANKATLANTIC BANCORP,INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2006Interest income
    
    $
    364,949
    
    
    $
    2,448
    
    
    $
    (220
    )
    
    $
    367,177Interest expense
    
    
    (145,344
    )
    
    
    (21,933)
    
    
    
    220
    
    
    
    (167,057
    )(Provision) for loan losses
    
    
    (8,574
    )
    
    
    
    
    
    
    
    
    
    
    (8,574
    )Non-interest income
    
    
    131,844
    
    
    
    10,772
    
    
    
    
    
    
    
    142,616Non-interest expense
    
    
    (293,448
    )
    
    
    (6,738)
    
    
    
    
    
    
    
    (300,186
    )Segments profits and losses
before income taxes
    
    
    49,427
    
    
    
    (15,451)
    
    
    
    
    
    
    
    33,976(Provision) benefit for income
taxes
    
    
    (13,105
    )
    
    
    6,008
    
    
    
    
    
    
    
    (7,097
    )Segment net income (loss)
    
    $
    36,322
    
    
    $
    (9,443)
    
    
    $
    
    
    
    $
    26,879Total assets (1)
    
    $
    6,187,122
    
    
    $
    796,629
    
    
    $
    (488,089
    )
    
    $
    6,495,662Equity method investments
included in total assets
    
    $
    3,078
    
    
    $
    11,991
    
    
    $
    
    
    
    $
    15,069Goodwill
    
    $
    70,490
    
    
    $
    
    
    
    $
    6,184
    
    
    $
    76,674Expenditures for segment assets
    
    $
    89,885
    
    
    $
    
    
    
    $
    
    
    
    $
    89,885Depreciation and amortization
    
    $
    13,105
    
    
    $
    803
    
    
    $
    8,803
    
    
    $
    22,711
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2005Interest income
    
    $
    343,799
    
    
    $
    2,257
    
    
    $
    (162
    )
    
    $
    345,894Interest expense
    
    
    (122,724
    )
    
    
    (19,347
    )
    
    
    162
    
    
    
    (141,909
    )Recovery from loan losses
    
    
    6,615
    
    
    
    
    
    
    
    
    
    
    
    6,615Non-interest income
    
    
    100,060
    
    
    
    2,524
    
    
    
    (285
    )
    
    
    102,299Non-interest expense
    
    
    (241,092
    )
    
    
    (6,163
    )
    
    
    285
    
    
    
    (246,970
    )Segments profits and losses
before income taxes
    
    
    86,658
    
    
    
    (20,729
    )
    
    
    
    
    
    
    65,929(Provision) benefit for income
taxes
    
    
    (30,838)
    
    
    
    7,435
    
    
    
    
    
    
    
    (23,403
    )Segment net income (loss)
    
    $
    55,820
    
    
    $
    (13,294
    )
    
    $
    
    
    
    $
    42,526Total assets
    
    $
    6,109,330
    
    
    $
    786,239
    
    
    $
    (424,158
    )
    
    $
    6,471,411Equity method investments
included in total assets
    
    $
    
    
    
    $
    12,464
    
    
    $
    
    
    
    $
    12,464Goodwill
    
    $
    70,490
    
    
    $
    
    
    
    $
    6,184
    
    
    $
    76,674Expenditures for segment assets
    
    $
    40,679
    
    
    $
    
    
    
    $
    
    
    
    $
    40,679Depreciation and amortization
    
    $
    7,784
    
    
    $
    868
    
    
    $
    7,560
    
    
    $
    16,212
 
 (1)
    
    The adjusting and elimination entries include the assets, goodwill, depreciation and
amortization of the Ryan Beck discontinued operations. F-65




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  ITEM 9A. CONTROLS AND PROCEDURES
        ITEM 9B. OTHER INFORMATION




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##### Table of Contents



PART III
  PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Documents Filed as Part of this Report:
 (1)
    
    Financial StatementsThe following consolidated financial statements of BankAtlantic Bancorp, Inc. and its
subsidiaries are included herein under Part II, Item 8 of this Report.
       (2)
    
    Financial Statement SchedulesAll schedules are omitted as the required information is either not applicable or
presented in the financial statements or related notes.
 (3)
    
    Exhibits




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference| |3.1
    
    Restated Articles of Incorporation
    
    Exhibit 3.1 to the Registrants Quarterly Report
on
Form 10-Q for the quarter ended June 30,
2001, filed on August 14, 2001.3.3
    
    Amended and Restated Bylaws
    
    Form 10-K for the year ended December 31, 2003,
filed on March 3, 2004.10.1
    
    Amendments to Stock Option Plans*
    
    Exhibit 10.1 to the Registrants quarterly
report on
Form 10-Q for the quarter ended September 30,
2003 filed on November 14, 2003.10.2
    
    2005 Restricted Stock and Option Plan
    
    Appendix A to the Registrants Definitive
Proxy Statement filed on April 15, 2005.10.4
    
    2004 Restricted Stock Incentive Plan
    
    Appendix A to the Registrants Definitive
Proxy Statement filed on April 12, 2004.10.5
    
    1998 Ryan Beck Stock Option Plan*
    
    Appendix A, Exhibit B to the Registrants
Registration statement on Form S-4 filed on
May 26, 1998 (Registration No. 333-53107.)10.6
    
    BankAtlantic Bancorp 2000 Non-qualified Stock
Option Plan
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.7
    
    BankAtlantic Bancorp 1996 Stock Option Plan*
    
    Appendix A to the Registrants Definitive
Proxy Statement filed on April 25, 1996.10.8
    
    BankAtlantic Bancorp 1998 Stock Option Plan*
    
    Appendix A to the Registrants Definitive
Proxy Statement filed on March 16, 1998.10.9
    
    BankAtlantic Bancorp, Inc. Restricted Stock
Award Plan for Key Employees of Ryan,
Beck & Co., Inc.*
    
    Exhibit 10.9 to the Registrants Annual Report on
Form 10-K for the year ended December 31, 1998
filed on March 26, 1999.10.10
    
    BankAtlantic Bancorp, Inc.  Ryan Beck
Restricted Stock Incentive Plan*
    
    Exhibit 10.10 to the Registrants Annual Report
on
Form 10-K for the year ended December 31, 1998
filed on March 26, 1999.10.11
    
    BankAtlantic Bancorp-Ryan Beck Executive
Incentive Plan*
    
    Appendix B to the Registrants Definitive Proxy
Statement filed on June 22, 1999.10.12
    
    BankAtlantic Bancorp 1999 Stock Option Plan*
    
    Appendix C to the Registrants Definitive Proxy
Statement filed on June 22, 1999.10.13
    
    BankAtlantic Bancorp 1999 Non-qualified Stock
Option Plan*
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.15
    
    Columbus Bank and Trust Company Loan
Agreement, dated as of September 17, 2001
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.16
    
    First Modification of Columbus Bank and Trust
Company Loan Agreement, dated January 23,
2004
    
    Form 10-K for the year ended December 31, 2003
filed on March 3, 2004.10.17
    
    Employment agreement of Ben A. Plotkin
    
    Appendix A, Exhibit D to the Registrants
Registration statement on Form S-4 filed on
May 26, 1998 (Registration No. 333-53107.)10.18
    
    Employment agreement of Lloyd B. DeVaux
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.19 (a)
    
    BankAtlantic Split Dollar Life Insurance Plan
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.19 (b)
    
    BankAtlantic Split Dollar Life Insurance Plan
Agreement with Alan B. Levan
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.19 (c)
    
    Corrective amendment to BankAtlantic Split
Dollar Life Insurance Plan Agreement
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.20
    
    Indenture for the Registrants 8.50% Junior
Subordinated Debentures due 2027 held by BBC
Capital Trust II
    
    Exhibit 4.4 to the Registrants form S-3A, filed
on October 24, 2001 (Registration 333-71594
and 333-71594-01.)




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference10.21
    
    Amended and Restated Trust Agreement of BBC
Capital
Trust II
    
    Exhibit 4.9 to the Registrants Registration
Statement From S-3A, filed on October 27, 2001
(Registration Nos. 333-71594 and 333-71594-01).10.22
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust III
    
    Exhibit 10.1 to the Registrants quarterly
report on Form 10-Q for the quarter ended June
30, 2002 filed on August 14, 2002.10.23
    
    Indenture for the Registrants Floating Rate
Junior Subordinated Deferrable Interest
Debentures held by BBC Capital Trust III
    
    Exhibit 10.2 to the Registrants quarterly
report on Form 10-Q for the quarter ended June
30, 2002 filed on August 14, 2002.10.24
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust IV
    
    Exhibit 10.1 to the Registrants quarterly
report on Form 10-Q for the quarter ended
September 30, 2002 filed on November 14, 2002.10.25
    
    Indenture for the Registrants Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2032 held by BBC Capital
Statutory Trust IV
    
    Exhibit 10.2 to the Registrants quarterly
report on Form 10-Q for the quarter ended
September 30, 2002 filed on November 14, 2002.10.26
    
    Amended and Restated Trust Agreement of BBC
Capital
Trust V
    
    Exhibit 10.3 to the Registrants quarterly
report on Form 10-Q for the quarter ended
September 30, 2002 filed on November 14, 2002.10.27
    
    Indenture for the Registrants Floating Rate
Junior Subordinated Notes due 2032 held by
BBC Capital Trust V
    
    Exhibit 10.3 to the Registrants quarterly
report on Form 10-Q for the quarter ended
September 30, 2002 filed on November 14, 2002.10.28
    
    Indenture for the Companys Floating Rate
Junior Subordinated Notes due 2032 held by
BBC Capital Trust VI
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.29
    
    Amended and Restated Trust Agreement of BBC
Capital
Trust VI
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.30
    
    Indenture for the Companys Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2032 held by BBC Capital
Statutory Trust VII
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.31
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust VII
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.32
    
    Indenture for the Companys Floating Rate
Junior Subordinated Debt Securities due 2033
held by BBC Capital Trust VIII
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.33
    
    Amended and Restated Declaration of Trust of
BBC Capital Trust VIII
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.34
    
    Indenture for the Companys Floating Rate
Junior Subordinated Debt Securities due 2033
held by BBC Capital Trust IX
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.35
    
    Amended and Restated Declaration of Trust of
BBC Capital Trust IX
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.36
    
    Indenture for BankAtlantics Floating Rate
Subordinated Debt Securities due 2012
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.37
    
    Amendment to the BankAtlantic Bancorp, Inc.
1999 Stock Option Plan
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.38
    
    Amended and Restated BankAtlantic Bancorp
2001 Option Plan
    
    Appendix B to the Registrants Definitive Proxy
Statement filed on April 18, 2002.10.39
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust X
    
    Exhibit 10.1 to the Registrants quarterly
report on
Form 10-Q for the quarter ended March 31, 2003 filed on May 15, 2003.10.40
    
    Indenture for the Companys Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2033 held by BBC Capital
Statutory Trust X
    
    Exhibit 10.2 to the Registrants quarterly
report on
Form 10-Q for the quarter ended March 31, 2003
filed on May 15, 2003.10.41
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust XI
    
    Exhibit 10.3 to the Registrants quarterly
report on
Form 10-Q for the quarter ended March 31, 2003 filed on May 15, 2003.




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference10.42
    
    Indenture for the Companys Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2033 held by BBC Capital
Statutory Trust XI
    
    Exhibit 10.4 to the Registrants quarterly
report on
Form 10-Q for the quarter ended March 31, 2003
filed on May 15, 2003.10.43
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust XII
    
    Exhibit 10.5 to the Registrants quarterly
report on
Form 10-Q for the quarter ended March 31, 2003 filed on May 15, 2003.10.44
    
    Indenture for the Companys Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2033 held by BBC Capital
Statutory Trust XII
    
    Exhibit 10.6 to the Registrants quarterly
report on
Form 10-Q for the quarter ended March 31, 2003
filed on May 15, 2003.10.45
    
    Executive Compensation Arrangements for 2005
    
    Included in Registrants Form 8-K Filed on May
20, 2005.10.46
    
    Non-employee Director Compensation Plan for
2005
    
    Exhibit 10.1 to the Registrants Form 8-K Filed
on May 23, 2005.10.47
    
    Deferred Prosecution Agreement, including
Factual Statement
    
    Exhibit 10.1 to the Registrants Form 8-K filed
on April 26, 2006.10.48
    
    Assessment of Civil Money Penalty (FinCEN)
    
    Exhibit 10.2 to the Registrants Form 8-K filed
on April 26, 2006.10.49
    
    Stipulation and Consent to Cease and Desist
Order and Civil Money Penalty (OTS)
    
    Exhibit 10.3 to the Registrants Form 8-K filed
on April 26, 2006.10.50
    
    Cease and Desist Order (OTS)
    
    Exhibit 10.4 to the Registrants Form 8-K filed
on April 26, 2006.10.51
    
    Order of Assessment of a Civil Money Penalty
(OTS)
    
    Exhibit 10.5 to the Registrants Form 8-K filed
on April 26, 2006.10.52
    
    Agreement and Plan of Merger between Stifel
Financial Corp and BankAtlantic Bancorp,
Inc.
    
    Exhibit 10.5 to the Registrants Form 8-K filed
on January 12, 2007.10.53
    
    Executive Vice President Termination
Agreement
    
    Exhibit 10. 1 to the Registrants quarterly
report on
Form 10-Q for the quarter ended March 31, 2007
filed on May 10, 2007.12.1
    
    Computations re: Ratios to Earnings
    
    Filed with this Report.21.1
    
    Subsidiaries of the Registrant
    
    Filed with this Report.23.1
    
    Consent of PricewaterhouseCoopers LLP
    
    Filed with this Report.31.1
    
    Certification of the Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed with this Report.31.2
    
    Certification of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed with this Report.32.1
    
    Certification pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
    
    Filed with this Report.32.2
    
    Certification pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
    
    Filed with this Report.
 
 *
    
    Compensatory Plan




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##### Table of Contents



SIGNATURES
  BankAtlantic Bancorp, Inc.
 March 17, 2008
    By:
    /s/  Alan B. LevanAlan B. Levan, Chairman of the Board,and Chief Executive Officer  Signature
    
    Title
    
    Date/s/  Alan B. Levan
    
    Chairman of the Board and Chief Executive Officer
    
    3/17/2008Alan B. Levan/s/  John E Abdo
    
    Vice Chairman of the Board
    
    3/17/2008John E. Abdo/s/  Valerie C. Toalson
    
    Executive Vice President and Chief Financial Officer
    
    3/17/2008Valerie C. Toalson/s/  Steven M. Coldren
    
    Director
    
    3/17/2008Steven M. Coldren/s/  Mary E. Ginestra
    
    Director
    
    3/17/2008Mary E. Ginestra/s/  Bruno L. Di Giulian
    
    Director
    
    3/17/2008Bruno L. Di Giulian/s/  Charlie C. Winningham, II
    
    Director
    
    3/17/2008Charlie C. Winningham, II/s/  Jarett S. Levan
    
    Director and President
    
    3/17/2008Jarett S. Levan/s/  D. Keith Cobb
    
    Director
    
    3/17/2008D. Keith Cobb/s/  Willis N. Holcombe
    
    Director
    
    3/17/2008Willis N. Holcombe/s/  David A. Lieberman
    
    Director
    
    3/17/2008David A. Lieberman