##### 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, 2006
 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
    
    (I.R.S. Employerincorporation or organization)
    
    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
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 þ o
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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 DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-12.1 Ratio of Earnings to Fixed ChargesEX-21.1 List of SubsidiariesEX-23.1 Consent of PricewaterhouseCoopersEX-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
   www.bankatlanticbancorp.com
  BankAtlantic
  1




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##### Table of Contents




    
    attracting checking and savings deposits (core deposits) from individuals and business customers,
    
    originating commercial real estate, business, consumer and small business loans,
    
    purchasing wholesale residential loans,
    
    investing in mortgage-backed securities, tax certificates and other securities.
  
    
    Continuing the Floridas Most Convenient Bank Initiative.BankAtlantic began its
Floridas Most Convenient Bank initiative in 2002. This initiative includes offering
free checking, seven-day banking, extended lobby hours, including some stores open from
7:30am until midnight, a 24-hour customer service center and other new products and
services that are an integral part of BankAtlantics strategy to position itself as a
customer-oriented bank and 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, 2006, BankAtlantics core deposits increased 272%
from approximately $600 million to approximately $2.2 billion. These core deposits
represented 58% of BankAtlantics total deposits at December 31, 2006, compared to 26% of
total deposits at December 31, 2001. BankAtlantic intends to continue to seek to increase
its core deposits through sales and marketing efforts, new product offerings, commitment to
customer service and the Floridas Most Convenient Bank initiative. The growth of core
deposits has slowed since the first quarter of 2006 due primarily to higher short term
interest rates, the slow down in the residential real estate market in Florida and
increased competition.
    
    Growing the Loan Portfolio by Concentrating on Areas of Lending Expertise. BankAtlantic
is focused on growth of its commercial and retail banking business with an emphasis on
generating commercial real estate, small business, and consumer loans. BankAtlantic has
historically been successful in these lending areas as a result of several key factors,
including disciplined underwriting and knowledge in its markets. Loan balances and total
earning assets are down from mid -2005 levels primarily as a consequence of a decision to
limit earning asset growth and the slow-down in the commercial real estate construction
market. BankAtlantic plans to continue to limit its earning asset growth based on the
current flat to inverted yield curve environment and to maintain disciplined underwriting
standards in the increasingly challenging market. BankAtlantic intends to continue to
limit activities in credit card, international, non-mortgage syndication and indirect
lending.
    
    Expanding the Retail Network.BankAtlantic has plans to grow its retail network
internally, through a branding initiative and de novo expansion, and may also seek to grow
externally through acquisitions which are consistent with BankAtlantics growth strategy.
BankAtlantic generally seeks to expand into relatively fast growing and high deposit level
markets within Florida. BankAtlantic has opened 17 new stores from January 1, 2005 to
December 31, 2006 and we currently anticipate continuing our aggressive store opening
initiatives in 2007.
    
    Maintaining its Strong Credit Culture.BankAtlantic believes it has put in place strong
underwriting standards and has instituted credit training programs for its banking officers
which emphasize underwriting and credit analysis. It has also developed systems and
programs which it believes will enable it to offer sophisticated products and services
without exposing BankAtlantic to unnecessary credit risk. However, the real estate market
in Florida is currently experiencing a slow down and there is no assurance that the credit
quality of our assets will not be adversely impacted.
  Commercial Real Estate:
 2




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##### Table of Contents



Consumer:
 Small Business:
 Commercial Business:
 Residential:
  Standby Letters of Credit and Commitments:
 3




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##### Table of Contents



As of December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    PctLoans receivable:Real estate loans:Residential
    
    $
    2,159
    
    
    
    46.99
    
    
    
    2,043
    
    
    
    44.20
    
    
    
    2,066
    
    
    
    45.35
    
    
    
    1,344
    
    
    
    37.00
    
    
    
    1,378
    
    
    
    40.30
    %Home Equity
    
    
    562
    
    
    
    12.23
    
    
    
    514
    
    
    
    11.12
    
    
    
    457
    
    
    
    10.03
    
    
    
    334
    
    
    
    9.19
    
    
    
    262
    
    
    
    7.65Construction and development
    
    
    860
    
    
    
    18.72
    
    
    
    1,340
    
    
    
    28.99
    
    
    
    1,454
    
    
    
    31.92
    
    
    
    1,345
    
    
    
    37.05
    
    
    
    1,266
    
    
    
    37.00Commercial
    
    
    1,063
    
    
    
    23.13
    
    
    
    1,060
    
    
    
    22.93
    
    
    
    1,075
    
    
    
    23.61
    
    
    
    1,064
    
    
    
    29.30
    
    
    
    755
    
    
    
    22.09Small business
    
    
    187
    
    
    
    4.07
    
    
    
    152
    
    
    
    3.29
    
    
    
    124
    
    
    
    2.72
    
    
    
    108
    
    
    
    2.97
    
    
    
    94
    
    
    
    2.76Loans to Levitt Corporation
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00
    
    
    
    9
    
    
    
    0.19
    
    
    
    18
    
    
    
    0.50
    
    
    
    
    
    
    
    Other loans:Commercial business
    
    
    157
    
    
    
    3.41
    
    
    
    88
    
    
    
    1.90
    
    
    
    93
    
    
    
    2.06
    
    
    
    116
    
    
    
    3.20
    
    
    
    153
    
    
    
    4.48Small business  non-mortgage
    
    
    98
    
    
    
    2.13
    
    
    
    83
    
    
    
    1.80
    
    
    
    67
    
    
    
    1.46
    
    
    
    52
    
    
    
    1.43
    
    
    
    49
    
    
    
    1.45Consumer
    
    
    26
    
    
    
    0.57
    
    
    
    27
    
    
    
    0.59
    
    
    
    18
    
    
    
    0.41
    
    
    
    22
    
    
    
    0.60
    
    
    
    25
    
    
    
    0.73Residential loans held for sale
    
    
    9
    
    
    
    0.20
    
    
    
    3
    
    
    
    0.07
    
    
    
    5
    
    
    
    0.10
    
    
    
    2
    
    
    
    0.06
    
    
    
    
    
    
    
    Total
    
    
    5,121
    
    
    
    111.45
    
    
    
    5,310
    
    
    
    114.89
    
    
    
    5,368
    
    
    
    117.85
    
    
    
    4,405
    
    
    
    121.30
    
    
    
    3,982
    
    
    
    116.46Adjustments:Undisbursed portion of loans
in process
    
    
    483
    
    
    
    10.51
    
    
    
    649
    
    
    
    14.04
    
    
    
    768
    
    
    
    16.86
    
    
    
    728
    
    
    
    20.05
    
    
    
    512
    
    
    
    14.97Unearned discounts (premiums)
    
    
    (1
    )
    
    
    -0.02
    
    
    
    (2
    )
    
    
    -0.04
    
    
    
    (1
    )
    
    
    (0.02
    )
    
    
    
    
    
    
    (0.01
    )
    
    
    3
    
    
    
    0.09Allowance for loan losses
    
    
    44
    
    
    
    0.96
    
    
    
    41
    
    
    
    0.89
    
    
    
    46
    
    
    
    1.01
    
    
    
    46
    
    
    
    1.26
    
    
    
    48
    
    
    
    1.40Total loans receivable, net
    
    $
    4,595
    
    
    
    100.00
    
    
    
    4,622
    
    
    
    100.00
    
    
    
    4,555
    
    
    
    100.00
    
    
    
    3,631
    
    
    
    100.00
    
    
    
    3,419
    
    
    
    100.00
    %
  Securities Available for Sale:
 Investment Securities and Tax Certificates:
 Derivative Investments:
 4




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##### Table of Contents



U.S.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CorporateTreasury
    
    
    
    
    
    
    
    
    
    
    Mortgage-
    
    
    Bond
    
    
    
    
    
    
    Weightedand
    
    
    Tax
    
    
    Tax-Exempt
    
    
    Backed
    
    
    and
    
    
    
    
    
    
    AverageAgencies
    
    
    Certificates
    
    
    Securities
    
    
    Securities
    
    
    Other
    
    
    Total
    
    
    YieldDecember 31, 2006Maturity: (1)One year or less
    
    $
    
    
    
    $
    195,391
    
    
    $
    
    
    
    $
    996
    
    
    $
    
    
    
    $
    196,387
    
    
    
    8.76
    %After one through five years
    
    
    
    
    
    
    
    
    
    
    12,638
    
    
    
    106
    
    
    
    675
    
    
    
    13,419
    
    
    
    5.68After five through ten years
    
    
    
    
    
    
    
    
    
    
    184,463
    
    
    
    1,982
    
    
    
    
    
    
    
    186,445
    
    
    
    5.64After ten years
    
    
    
    
    
    
    
    
    
    
    200,143
    
    
    
    358,666
    
    
    
    
    
    
    
    558,809
    
    
    
    5.46Fair 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
    %Weighted average yield based
on fair values
    
    
    
    %
    
    
    8.78
    %
    
    
    6.00
    %
    
    
    4.96
    %
    
    
    5.18
    %
    
    
    6.17
    %Weighted average maturity (yrs)
    
    
    
    
    
    
    1.0
    
    
    
    14.84
    
    
    
    25.59
    
    
    
    2.22
    
    
    
    16.11December 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
    %December 31, 2004Fair values (2)
    
    $
    
    
    
    $
    166,731
    
    
    $
    332,605
    
    
    $
    500,517
    
    
    $
    585
    
    
    $
    1,000,438
    
    
    
    5.37
    %Amortized cost (2)
    
    $
    
    
    
    $
    166,731
    
    
    $
    332,024
    
    
    $
    498,504
    
    
    $
    585
    
    
    $
    997,844
    
    
    
    5.50
    %
 
 (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 $88.6, $95.1
million, and $50.7 million and a fair value of $99.9 million, $103.2 million, and $53.7
million, at December 31, 2006, 2005 and 2004, respectively, were excluded from the above
table. At December 31, 2006, equities held by BankAtlantic with a cost of $750,000 and a
fair value of $765,000 was excluded from the above table.  December 31, 2006 (1)Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueTax certificates and investment securities:Tax certificates:Cost equals market
    
    $
    195,391
    
    
    $
    
    
    
    $
    
    
    
    $
    195,391Investment securities:Cost equals market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market over cost
    
    
    139,887
    
    
    
    962
    
    
    
    
    
    
    
    140,849Cost over market
    
    
    60,295
    
    
    
    
    
    
    
    338
    
    
    
    59,957Securities available for sale:Investment securities:Cost equals market
    
    
    235
    
    
    
    
    
    
    
    
    
    
    
    235Market over cost
    
    
    87,481
    
    
    
    837
    
    
    
    
    
    
    
    88,318Cost over market
    
    
    111,006
    
    
    
    
    
    
    
    1,681
    
    
    
    109,325Mortgage-backed securities :Market over cost
    
    
    147,646
    
    
    
    1,366
    
    
    
    
    
    
    
    149,012Cost over market
    
    
    217,919
    
    
    
    
    
    
    
    5,181
    
    
    
    212,738Total
    
    $
    959,860
    
    
    $
    3,165
    
    
    $
    7,200
    
    
    $
    955,825
 
 1)
    
    The above table excludes Parent Company equity securities with a cost of $88.6 million
and a fair value of $99.9 million at December 31, 2006. 5




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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 14 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 whereby the Federal Reserve places funds with
BankAtlantic obtained from treasury tax and loan payments received by financial
institutions. See note 13 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 requirements. These lines are subject to periodic review, may be terminated at any
time by the issuer institution and are unsecured. 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 13 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
mortgage-backed bond and subordinated debentures. See note 15 to the Notes to
Consolidated Financial Statements for more information regarding
 6




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##### Table of Contents



Parent Company
   December 31, 2006Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedValue
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueSecurities available for sale:Equity securities (2)
    
    $
    82,134
    
    
    $
    9,554
    
    
    $
    
    
    
    $
    91,688Investment securities:Investment securities (1)
    
    
    6,500
    
    
    
    1,714
    
    
    
    
    
    
    
    8,214Total
    
    $
    88,634
    
    
    $
    11,268
    
    
    $
    
    
    
    $
    99,902
 December 31, 2005Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedValue
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueSecurities available for sale:Tax exempt securities
    
    $
    6,229
    
    
    $
    
    
    
    $
    21
    
    
    $
    6,208Equity securities
    
    
    82,113
    
    
    
    7,307
    
    
    
    
    
    
    
    89,420Investment securities:Investment securities (1)
    
    
    6,800
    
    
    
    793
    
    
    
    
    
    
    
    7,593Total
    
    $
    95,142
    
    
    $
    8,100
    
    
    $
    21
    
    
    $
    103,221
 
 (1)
    
    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.(2)
    
    The table excludes the equity securities of Stifel received as a result of the merger
of Ryan Beck into Stifel because the transaction closed in February 2007. 7




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Employees
   December 31, 2006
    
    December 31, 2005Full-
    
    Part-
    
    Full-
    
    Part-Time
    
    time
    
    time
    
    timeBankAtlantic Bancorp
    
    
    8
    
    
    
    
    
    
    
    18
    
    
    
    BankAtlantic
    
    
    2,425
    
    
    
    386
    
    
    
    1,882
    
    
    
    390Total
    
    
    2,433
    
    
    
    386
    
    
    
    1,900
    
    
    
    390
 Competition
    Regulation and Supervision
 Holding Company
   
    
    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.
  8




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##### Table of Contents



BankAtlantic
   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
 9




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##### Table of Contents



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.
    Limitation on Capital Distributions
   Liquidity
 Assessments
 10




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##### Table of Contents




    
    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.
  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
 11




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
    
    purchasing, or investing in, securities issued by an affiliate that is not a subsidiary.
  Enforcement
 Examination
 Standards for Safety and Soundness
 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.
  Insurance of Deposit Accounts
 12




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Privacy and Security Protection
 Insurance Activities
 Federal Home Loan Bank System
 Federal Reserve System
 13




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##### Table of Contents



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.
  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.
 14




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##### Table of Contents



ITEM 1A. RISK FACTORS
 BankAtlantic
 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 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 are generally less than the yields that it earned on the
prepaid loans.
     15




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##### Table of Contents



BankAtlantics Floridas Most Convenient Bank initiative has resulted in higher operating
expenses, which has had an adverse impact on our earnings.
    BankAtlantics loan portfolio is concentrated in real estate lending.
  BankAtlantic obtains a significant portion of its non-interest income through service charges on
core deposit accounts.
  BankAtlantics loan portfolio subjects it to high levels of credit risk.
    16




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##### Table of Contents



BankAtlantics interest-only residential loans exposes it to greater credit risks.
  An inadequate allowance for loan losses would 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.
  Adverse events in Florida, where our business is currently concentrated, could adversely impact our
results and future growth.
  17




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##### Table of Contents



Regulatory Compliance.
  BankAtlantic has entered into a deferred prosecution agreement with the Department of Justice and a
Cease and Desist Order with the OTS regarding its compliance with the USA PATRIOT Act, anti-money
laundering laws and the Bank Secrecy Act.
  Parent Company
 We are controlled by BFC Financial Corporation and its control position may adversely affect the
market price of our Class A common stock.
  BankAtlantic Bancorps ability to service its debt and pay dividends depends on dividends from
BankAtlantic, which are subject to regulatory limits.
    18




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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.
   19




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##### Table of Contents



ITEM 1B. UNRESOLVED STAFF COMMENTS
  20




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##### Table of Contents



ITEM 2. PROPERTIES
   Miami -
    
    
    
    
    
    Palm
    
    Tampa
    
    Orlando /Dade
    
    Broward
    
    Beach
    
    Bay
    
    JacksonvilleOwned full-service stores
    
    
    7
    
    
    
    10
    
    
    
    24
    
    
    
    4
    
    
    
    Leased full-service stores
    
    
    13
    
    
    
    12
    
    
    
    5
    
    
    
    9
    
    
    
    Ground leased full-service stores (1)
    
    
    1
    
    
    
    2
    
    
    
    1
    
    
    
    
    
    
    
    Total full-service stores
    
    
    21
    
    
    
    24
    
    
    
    30
    
    
    
    13
    
    
    
    Lease expiration dates
    
    
    2007-2026
    
    
    
    2007-2015
    
    
    
    2008-2012
    
    
    
    2007-2027
    
    
    
    Ground lease expiration dates
    
    
    2026
    
    
    
    2020-2072
    
    
    
    2026
    
    
    
    
    
    
    
    
 
 (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
    
    
    
    
    
    
    
    
    
    
    
    Drive through lease expiration dates
    
    
    2026
    
    
    
    2011-2014
    
    
    
    
    
    
    
    
    
    
    
    Executed ground leases (2)
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    3
    
    
    
    3Executed ground lease expiration dates
    
    
    2027
    
    
    
    2017
    
    
    
    
    
    
    
    2027
    
    
    
    2027-2028Leased back-office facilities
    
    
    
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    1Back-office lease expiration dates
    
    
    
    
    
    
    2009-2011
    
    
    
    2007
    
    
    
    2011
    
    
    
    2013Leased loan production offices
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2Loan production lease expiration dates
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    2009
    
    
    
    2009-2011
 
 (2)
    
    Stores in which BankAtlantic has executed the lease and has not yet opened the store.  21




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ITEM 3. LEGAL PROCEEDINGS
  22




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  23




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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, 2006
    
    $
    15.99
    
    
    $
    12.66Fourth quarter
    
    
    13.94
    
    
    
    12.66Third quarter
    
    
    14.97
    
    
    
    12.96Second quarter
    
    
    15.99
    
    
    
    13.86First quarter
    
    
    15.23
    
    
    
    12.67For the year ended December 31, 2005
    
    $
    20.00
    
    
    $
    13.29Fourth quarter
    
    
    17.19
    
    
    
    13.29Third quarter
    
    
    19.33
    
    
    
    15.64Second quarter
    
    
    19.15
    
    
    
    16.51First quarter
    
    
    20.00
    
    
    
    17.02
   24




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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,
2006
    
    $
    0.158
    
    
    $
    0.158Fourth quarter
    
    
    0.041
    
    
    
    0.041Third quarter
    
    
    0.041
    
    
    
    0.041Second quarter
    
    
    0.038
    
    
    
    0.038First quarter
    
    
    0.038
    
    
    
    0.038Fiscal year ended December 31,
2005
    
    $
    0.146
    
    
    $
    0.146Fourth quarter
    
    
    0.038
    
    
    
    0.038Third quarter
    
    
    0.038
    
    
    
    0.038Second quarter
    
    
    0.035
    
    
    
    0.035First quarter
    
    
    0.035
    
    
    
    0.035
  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
    
    
    5,185,527
    
    
    $
    11.36
    
    
    
    4,254,717Equity compensation plans
not approved by security
holders
    
    
    53,378
    (1)
    
    
    4.89
    
    
    
    Total
    
    
    5,238,905
    
    
    $
    11.29
    
    
    
    4,254,717
 
 (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.  25




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##### Table of Contents



Shareholder Return Performance Graph
  12/31/2002
    
    
    12/31/2003
    
    
    12/31/2004
    
    
    12/31/2005
    
    
    12/31/2006Standard and Poors 500 Stock Index
    
    
    76.63
    
    
    
    96.85
    
    
    
    105.55
    
    
    
    108.72
    
    
    
    123.52NASDAQ Bank Stocks
    
    
    104.51
    
    
    
    135.80
    
    
    
    150.73
    
    
    
    144.20
    
    
    
    159.07BankAtlantic Bancorp, Inc.
    
    
    102.94
    
    
    
    206.97
    
    
    
    293.67
    
    
    
    206.61
    
    
    
    206.01
 Comparison of Five Year Cumulative Total Return
 
 26




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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)
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Income StatementTotal interest income
    
    $
    367,177
    
    
    $
    345,894
    
    
    $
    249,204
    
    
    $
    251,412
    
    
    $
    295,875Total interest expense
    
    
    167,057
    
    
    
    141,909
    
    
    
    86,798
    
    
    
    111,934
    
    
    
    147,447Net interest income
    
    
    200,120
    
    
    
    203,985
    
    
    
    162,406
    
    
    
    139,478
    
    
    
    148,428Provision for (recovery from) loan losses
    
    
    8,574
    
    
    
    (6,615
    )
    
    
    (5,109
    )
    
    
    (547
    )
    
    
    14,077Securities activity, net
    
    
    9,813
    
    
    
    847
    
    
    
    3,730
    
    
    
    (1,553
    )
    
    
    (10,223
    )Litigation settlement
    
    
    
    
    
    
    
    
    
    
    22,840
    
    
    
    
    
    
    
    Other non-interest income
    
    
    132,803
    
    
    
    101,452
    
    
    
    86,415
    
    
    
    72,328
    
    
    
    48,127Non-interest expense
    
    
    300,186
    
    
    
    246,970
    
    
    
    198,993
    
    
    
    165,348
    
    
    
    139,473Income from continuing operations
before income taxes
    
    
    33,976
    
    
    
    65,929
    
    
    
    81,507
    
    
    
    45,452
    
    
    
    32,782Provision for income taxes
    
    
    7,097
    
    
    
    23,403
    
    
    
    28,222
    
    
    
    16,500
    
    
    
    11,184Income from continuing operations
    
    
    26,879
    
    
    
    42,526
    
    
    
    53,285
    
    
    
    28,952
    
    
    
    21,598Discontinued operations, net of tax (5)
    
    
    (11,492
    )
    
    
    16,656
    
    
    
    17,483
    
    
    
    38,765
    
    
    
    20,095Income before extraordinary items and
cumulative effect of a change in
accounting principle
    
    
    15,387
    
    
    
    59,182
    
    
    
    70,768
    
    
    
    67,717
    
    
    
    41,693Extraordinary item, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,749Cumulative effect of a change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,107
    )Net income
    
    $
    15,387
    
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    67,717
    
    
    $
    50,335Performance ratiosReturn on average assets (1)
    
    
    0.42
    %
    
    
    0.64
    %
    
    
    1.01
    %
    
    
    0.52
    %
    
    
    0.40
    %Return on average equity (1)
    
    
    5.12
    
    
    
    8.42
    
    
    
    11.98
    
    
    
    5.88
    
    
    
    4.97Average equity to average assets
    
    
    8.19
    
    
    
    7.65
    
    
    
    8.40
    
    
    
    8.92
    
    
    
    8.03Dividend payout ratio (2)
    
    
    36.01
    
    
    
    20.83
    
    
    
    15.25
    
    
    
    25.99
    
    
    
    32.37
 For the Years Ended December 31,(In thousands except share and per share data)
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Diluted earnings per shareDiluted earnings from continuing operations
    
    $
    0.43
    
    
    $
    0.67
    
    
    $
    0.85
    
    
    $
    0.46
    
    
    $
    0.36Diluted (loss) earnings per share from
discontinued operations
    
    
    (0.18
    )
    
    
    0.25
    
    
    
    0.26
    
    
    
    0.62
    
    
    
    0.31Diluted earnings per share
from extraordinary items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.37Diluted loss per share from cumulative effect
of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.23
    )Diluted earnings per share
    
    $
    0.25
    
    
    $
    0.92
    
    
    $
    1.11
    
    
    $
    1.08
    
    
    $
    0.81Per common share dataCash dividends declared per
common share Class A
    
    $
    0.158
    
    
    $
    0.146
    
    
    $
    0.136
    
    
    $
    0.128
    
    
    $
    0.120Cash dividends declared per
common share Class B
    
    
    0.158
    
    
    
    0.146
    
    
    
    0.136
    
    
    
    0.128
    
    
    
    0.120Book value per share (3)
    
    
    8.60
    
    
    
    8.50
    
    
    
    7.81
    
    
    
    6.98
    
    
    
    8.05Tangible book value per share (3)
    
    
    7.23
    
    
    
    7.10
    
    
    
    6.36
    
    
    
    5.48
    
    
    
    6.46
 27




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##### Table of Contents



As of December 31,(In thousands except share and per share data)
    
    2006
    
    2005
    
    2004
    
    2003
    
    2002Balance Sheet (at year end)Loans, net
    
    $
    4,595,920
    
    
    $
    4,624,772
    
    
    $
    4,599,048
    
    
    $
    3,686,153
    
    
    $
    3,372,630Securities
    
    
    1,059,111
    
    
    
    1,042,217
    
    
    
    1,070,691
    
    
    
    551,217
    
    
    
    920,098Total assets
    
    
    6,495,662
    
    
    
    6,471,411
    
    
    
    6,356,777
    
    
    
    4,831,549
    
    
    
    5,421,011Deposits
    
    
    3,867,036
    
    
    
    3,752,676
    
    
    
    3,457,202
    
    
    
    3,058,142
    
    
    
    2,920,555Securities sold under agreements
to repurchase and other
short term borrowings
    
    
    133,958
    
    
    
    255,501
    
    
    
    401,643
    
    
    
    138,809
    
    
    
    116,279Other borrowings (4)
    
    
    1,810,247
    
    
    
    1,724,160
    
    
    
    1,845,504
    
    
    
    1,082,066
    
    
    
    1,671,361Stockholders equity
    
    
    524,982
    
    
    
    516,336
    
    
    
    469,265
    
    
    
    413,452
    
    
    
    469,334Asset quality ratios for BankAtlanticNon-performing assets, net of
reserves,
as a percent of total loans, tax
certificates and repossessed assets
    
    
    0.55
    %
    
    
    0.17
    %
    
    
    0.19
    %
    
    
    0.36
    %
    
    
    0.86
    %Loan loss allowance as a percent of
non-performing loans
    
    
    982.89
    
    
    
    605.68
    
    
    
    582.18
    
    
    
    422.06
    
    
    
    235.61Loan loss allowance as a percent
of total loans
    
    
    0.94
    
    
    
    0.88
    
    
    
    1.00
    
    
    
    1.24
    
    
    
    1.38Capital ratios for BankAtlantic:Total risk based capital
    
    
    12.08
    %
    
    
    11.50
    %
    
    
    10.80
    %
    
    
    12.06
    %
    
    
    11.89
    %Tier I risk based capital
    
    
    10.50
    
    
    
    10.02
    
    
    
    9.19
    
    
    
    10.22
    
    
    
    10.01Leverage
    
    
    7.55
    
    
    
    7.42
    
    
    
    6.83
    
    
    
    8.52
    
    
    
    7.26
 
 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 years ended
December 31, 2002 and 2003, and the income from Ryan Beck Holdings, Inc. from the years
ended December 31, 2002 through December 31, 2006. 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 years
ended December 31, 2002 and 2003 and includes the earnings of Ryan Beck for each of the
years in the five year period ending December 31, 2006. 28




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 Introduction
   Consolidated Results of Operations
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004BankAtlantic
    
    $
    36,322
    
    
    $
    55,820
    
    
    $
    48,540Parent Co.
    
    
    (9,443
    )
    
    
    (13,294
    )
    
    
    4,745Total
    
    $
    26,879
    
    
    $
    42,526
    
    
    $
    53,285
  Floridas Most Convenient Bank
    29




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##### Table of Contents



BankAtlantic Results of Operations
 Summary
 Floridas Most Convenient Bank
      30




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##### Table of Contents



For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2006 vs
    
    
    2005 vs2006
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Net interest income
    
    $
    219,605
    
    
    $
    221,075
    
    
    $
    176,858
    
    
    $
    (1,470
    )
    
    $
    44,217(Provision for) recovery
from loan losses
    
    
    (8,574
    )
    
    
    6,615
    
    
    
    5,109
    
    
    
    (15,189
    )
    
    
    1,506Net interest income after
provision for loan losses
    
    
    211,031
    
    
    
    227,690
    
    
    
    181,967
    
    
    
    (16,659
    )
    
    
    45,723Non-interest income
    
    
    131,844
    
    
    
    100,060
    
    
    
    85,724
    
    
    
    31,784
    
    
    
    14,336Non-interest expense
    
    
    (293,448
    )
    
    
    (241,092
    )
    
    
    (193,621
    )
    
    
    (52,356
    )
    
    
    (47,471
    )BankAtlantic income before
income taxes
    
    
    49,427
    
    
    
    86,658
    
    
    
    74,070
    
    
    
    (37,231
    )
    
    
    12,588Provision for income taxes
    
    
    (13,105
    )
    
    
    (30,838
    )
    
    
    (25,530
    )
    
    
    17,733
    
    
    
    (5,308
    )BankAtlantic net contribution
    
    $
    36,322
    
    
    $
    55,820
    
    
    $
    48,540
    
    
    $
    (19,498
    )
    
    $
    7,280
 31




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##### Table of Contents



BankAtlantics Net Interest Income
  For the Years EndedDecember 31, 2006
    
    
    December 31, 2005
    
    
    December 31, 2004Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(Dollars are in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateInterest earning assetsLoans: (a)Residential real estate
    
    $
    2,099,664
    
    
    
    109,103
    
    
    
    5.20
    %
    
    $
    2,177,432
    
    
    
    106,992
    
    
    
    4.91
    %
    
    $
    1,527,911
    
    
    
    72,758
    
    
    
    4.76
    %Commercial real estate
    
    
    1,530,282
    
    
    
    128,420
    
    
    
    8.39
    
    
    
    1,828,557
    
    
    
    130,379
    
    
    
    7.13
    
    
    
    1,683,068
    
    
    
    96,585
    
    
    
    5.74Consumer
    
    
    558,769
    
    
    
    41,997
    
    
    
    7.52
    
    
    
    514,822
    
    
    
    31,348
    
    
    
    6.09
    
    
    
    421,167
    
    
    
    17,959
    
    
    
    4.26Commercial business
    
    
    140,465
    
    
    
    12,452
    
    
    
    8.86
    
    
    
    94,420
    
    
    
    7,455
    
    
    
    7.90
    
    
    
    112,059
    
    
    
    7,548
    
    
    
    6.74Small business
    
    
    259,816
    
    
    
    20,988
    
    
    
    8.08
    
    
    
    211,371
    
    
    
    16,520
    
    
    
    7.82
    
    
    
    183,642
    
    
    
    13,118
    
    
    
    7.14Total loans
    
    
    4,588,996
    
    
    
    312,960
    
    
    
    6.82
    
    
    
    4,826,602
    
    
    
    292,694
    
    
    
    6.06
    
    
    
    3,927,847
    
    
    
    207,968
    
    
    
    5.29Tax exempt securities (c)
    
    
    396,539
    
    
    
    23,162
    
    
    
    5.84
    
    
    
    368,807
    
    
    
    21,391
    
    
    
    5.80
    
    
    
    110,748
    
    
    
    5,988
    
    
    
    5.41Taxable investment securities (b)
    
    
    618,913
    
    
    
    36,912
    
    
    
    5.96
    
    
    
    698,279
    
    
    
    37,184
    
    
    
    5.33
    
    
    
    635,129
    
    
    
    34,948
    
    
    
    5.50Federal funds sold
    
    
    1,824
    
    
    
    22
    
    
    
    1.21
    
    
    
    4,275
    
    
    
    17
    
    
    
    0.40
    
    
    
    6,282
    
    
    
    47
    
    
    
    0.75Total investment securities
    
    
    1,017,276
    
    
    
    60,096
    
    
    
    5.91
    
    
    
    1,071,361
    
    
    
    58,592
    
    
    
    5.47
    
    
    
    752,159
    
    
    
    40,983
    
    
    
    5.45Total interest earning assets
    
    
    5,606,272
    
    
    
    373,056
    
    
    
    6.65
    %
    
    
    5,897,963
    
    
    
    351,286
    
    
    
    5.96
    %
    
    
    4,680,006
    
    
    
    248,951
    
    
    
    5.32
    %Total non-interest earning assets
    
    
    448,296
    
    
    
    
    
    
    
    
    
    
    
    389,186
    
    
    
    
    
    
    
    
    
    
    
    333,253Total assets
    
    $
    6,054,568
    
    
    
    
    
    
    
    
    
    
    $
    6,287,149
    
    
    
    
    
    
    
    
    
    
    $
    5,013,259Interest bearing liabilitiesDeposits:Savings
    
    $
    369,504
    
    
    
    2,936
    
    
    
    0.79
    %
    
    $
    298,867
    
    
    
    909
    
    
    
    0.30
    %
    
    $
    243,906
    
    
    
    652
    
    
    
    0.27
    %NOW, money funds and checking
    
    
    1,502,058
    
    
    
    20,413
    
    
    
    1.36
    
    
    
    1,582,182
    
    
    
    16,593
    
    
    
    1.05
    
    
    
    1,489,442
    
    
    
    10,861
    
    
    
    0.73Certificate accounts
    
    
    868,777
    
    
    
    35,610
    
    
    
    4.10
    
    
    
    784,525
    
    
    
    22,582
    
    
    
    2.88
    
    
    
    733,717
    
    
    
    16,842
    
    
    
    2.30Total interest bearing deposits
    
    
    2,740,339
    
    
    
    58,959
    
    
    
    2.15
    
    
    
    2,665,574
    
    
    
    40,084
    
    
    
    1.50
    
    
    
    2,467,065
    
    
    
    28,355
    
    
    
    1.15Securities sold under agreements
to repurchase and federal funds
purchased
    
    
    304,635
    
    
    
    15,309
    
    
    
    5.03
    
    
    
    314,782
    
    
    
    9,760
    
    
    
    3.10
    
    
    
    252,718
    
    
    
    3,349
    
    
    
    1.33Advances from FHLB
    
    
    1,265,772
    
    
    
    66,492
    
    
    
    5.25
    
    
    
    1,538,852
    
    
    
    62,175
    
    
    
    4.04
    
    
    
    959,588
    
    
    
    37,689
    
    
    
    3.93Subordinated debentures and
notes payable
    
    
    66,287
    
    
    
    5,513
    
    
    
    8.32
    
    
    
    191,050
    
    
    
    12,584
    
    
    
    6.59
    
    
    
    36,220
    
    
    
    2,002
    
    
    
    5.53Total interest bearing liabilities
    
    
    4,377,033
    
    
    
    146,273
    
    
    
    3.34
    
    
    
    4,710,258
    
    
    
    124,603
    
    
    
    2.65
    
    
    
    3,715,591
    
    
    
    71,395
    
    
    
    1.92Non-interest bearing liabilitiesDemand deposit and escrow accounts
    
    
    1,056,254
    
    
    
    
    
    
    
    
    
    
    
    979,075
    
    
    
    
    
    
    
    
    
    
    
    765,084Other liabilities
    
    
    61,392
    
    
    
    
    
    
    
    
    
    
    
    53,150
    
    
    
    
    
    
    
    
    
    
    
    29,111Total non-interest bearing liabilities
    
    
    1,117,646
    
    
    
    
    
    
    
    
    
    
    
    1,032,225
    
    
    
    
    
    
    
    
    
    
    
    794,195Stockholders equity
    
    
    559,889
    
    
    
    
    
    
    
    
    
    
    
    544,666
    
    
    
    
    
    
    
    
    
    
    
    503,473Total liabilities and stockholders
equity
    
    $
    6,054,568
    
    
    
    
    
    
    
    
    
    
    $
    6,287,149
    
    
    
    
    
    
    
    
    
    
    $
    5,013,259Net interest income/net
interest spread
    
    
    
    
    
    
    226,783
    
    
    
    3.31
    %
    
    
    
    
    
    
    226,683
    
    
    
    3.31
    %
    
    
    
    
    
    
    177,556
    
    
    
    3.40
    %Tax equivalent adjustment
    
    
    
    
    
    
    (8,107
    )
    
    
    
    
    
    
    
    
    
    
    (7,487
    )
    
    
    
    
    
    
    
    
    
    
    (2,096
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    929
    
    
    
    
    
    
    
    
    
    
    
    1,879
    
    
    
    
    
    
    
    
    
    
    
    1,398Net interest income
    
    
    
    
    
    
    219,605
    
    
    
    
    
    
    
    
    
    
    
    221,075
    
    
    
    
    
    
    
    
    
    
    
    176,858MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    6.65
    %
    
    
    
    
    
    
    
    
    
    
    5.96
    %
    
    
    
    
    
    
    
    
    
    
    5.32
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.61
    
    
    
    
    
    
    
    
    
    
    
    2.11
    
    
    
    
    
    
    
    
    
    
    
    1.53Tax equivalent net interest margin
    
    
    
    
    
    
    
    
    
    
    4.04
    %
    
    
    
    
    
    
    
    
    
    
    3.85
    %
    
    
    
    
    
    
    
    
    
    
    3.79
    %
 
 a)
    
    Includes non-accruing loansb)
    
    Average balances were based on amortized cost.c)
    
    The tax equivalent basis is computed using a 35% tax rate. 32




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##### Table of Contents



Year Ended
    
    
    Year EndedDecember 31, 2006
    
    
    December 31, 2005Compared to Year Ended
    
    
    Compared to Year EndedDecember 31, 2005
    
    
    December 31, 2004Volume (a)
    
    
    Rate
    
    
    Total
    
    
    Volume (a)
    
    
    Rate
    
    
    TotalIncrease (decrease) due to:Loans
    
    $
    (16,204
    )
    
    $
    36,470
    
    
    $
    20,266
    
    
    $
    54,502
    
    
    $
    30,224
    
    
    $
    84,726Tax exempt securities
    
    
    1,620
    
    
    
    151
    
    
    
    1,771
    
    
    
    14,968
    
    
    
    435
    
    
    
    15,403Taxable investment securities (b)
    
    
    (4,733
    )
    
    
    4,461
    
    
    
    (272
    )
    
    
    3,363
    
    
    
    (1,127
    )
    
    
    2,236Federal funds sold
    
    
    (30
    )
    
    
    35
    
    
    
    5
    
    
    
    (8
    )
    
    
    (22
    )
    
    
    (30
    )Total earning assets
    
    
    (19,347
    )
    
    
    41,117
    
    
    
    21,770
    
    
    
    72,825
    
    
    
    29,510
    
    
    
    102,335Deposits:Savings
    
    
    561
    
    
    
    1,466
    
    
    
    2,027
    
    
    
    167
    
    
    
    90
    
    
    
    257NOW, money funds,
and checking
    
    
    (1,089
    )
    
    
    4,909
    
    
    
    3,820
    
    
    
    973
    
    
    
    4,759
    
    
    
    5,732Certificate accounts
    
    
    3,453
    
    
    
    9,575
    
    
    
    13,028
    
    
    
    1,462
    
    
    
    4,278
    
    
    
    5,740Total deposits
    
    
    2,925
    
    
    
    15,950
    
    
    
    18,875
    
    
    
    2,602
    
    
    
    9,127
    
    
    
    11,729Securities sold under
Agreements to repurchase
    
    
    (510
    )
    
    
    6,059
    
    
    
    5,549
    
    
    
    1,924
    
    
    
    4,487
    
    
    
    6,411Advances from FHLB
    
    
    (14,345
    )
    
    
    18,662
    
    
    
    4,317
    
    
    
    23,404
    
    
    
    1,082
    
    
    
    24,486Subordinated debentures
    
    
    (10,376
    )
    
    
    3,305
    
    
    
    (7,071
    )
    
    
    10,198
    
    
    
    384
    
    
    
    10,582(25,231
    )
    
    
    28,026
    
    
    
    2,795
    
    
    
    35,526
    
    
    
    5,953
    
    
    
    41,479Total interest bearing liabilities
    
    
    (22,306
    )
    
    
    43,976
    
    
    
    21,670
    
    
    
    38,128
    
    
    
    15,080
    
    
    
    53,208Change in tax equivalent
interest income
    
    $
    2,959
    
    
    $
    (2,859
    )
    
    $
    100
    
    
    $
    34,697
    
    
    $
    14,430
    
    
    $
    49,127
 
 (a)
    
    Changes attributable to rate/volume have been allocated to volume.(b)
    
    Average balances were based on amortized cost. For the Year Ended December 31, 2006 Compared to the Same 2005 Period
    33




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##### Table of Contents



For the Year Ended December 31, 2005 Compared to the Same 2004 Period
     34




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##### Table of Contents



BankAtlantics Allowance for Loan Losses
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Balance, beginning of period
    
    $
    41,192
    
    
    $
    46,010
    
    
    $
    45,595
    
    
    $
    48,022
    
    
    $
    44,585Charge-offs:Commercial business loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,394
    )
    
    
    Commercial real estate loans
    
    
    (7,000
    )
    
    
    
    
    
    
    (645
    )
    
    
    
    
    
    
    (6,998
    )Small business
    
    
    (951
    )
    
    
    (764
    )
    
    
    (238
    )
    
    
    (771
    )
    
    
    (953
    )Consumer loans
    
    
    (681
    )
    
    
    (259
    )
    
    
    (585
    )
    
    
    (1,563
    )
    
    
    (1,006
    )Residential real estate loans
    
    
    (239
    )
    
    
    (453
    )
    
    
    (582
    )
    
    
    (681
    )
    
    
    (827
    )Continuing loan products
    
    
    (8,871
    )
    
    
    (1,476
    )
    
    
    (2,050
    )
    
    
    (5,409
    )
    
    
    (9,784
    )Discontinued loan products
    
    
    (34
    )
    
    
    (1,218
    )
    
    
    (2,026
    )
    
    
    (6,314
    )
    
    
    (18,879
    )Total charge-offs
    
    
    (8,905
    )
    
    
    (2,694
    )
    
    
    (4,076
    )
    
    
    (11,723
    )
    
    
    (28,663
    )Recoveries:Commercial business loans
    
    
    291
    
    
    
    18
    
    
    
    536
    
    
    
    95
    
    
    
    76Commercial real estate loans
    
    
    419
    
    
    
    1,471
    
    
    
    4,052
    
    
    
    3
    
    
    
    20Small business
    
    
    566
    
    
    
    899
    
    
    
    418
    
    
    
    559
    
    
    
    7Consumer loans
    
    
    536
    
    
    
    401
    
    
    
    370
    
    
    
    622
    
    
    
    477Residential real estate loans
    
    
    348
    
    
    
    65
    
    
    
    486
    
    
    
    726
    
    
    
    331Continuing loan products
    
    
    2,160
    
    
    
    2,854
    
    
    
    5,862
    
    
    
    2,005
    
    
    
    911Discontinued loan products
    
    
    581
    
    
    
    1,637
    
    
    
    3,738
    
    
    
    8,572
    
    
    
    7,968Total recoveries
    
    
    2,741
    
    
    
    4,491
    
    
    
    9,600
    
    
    
    10,577
    
    
    
    8,879Net (charge-offs) recoveries
    
    
    (6,164
    )
    
    
    1,797
    
    
    
    5,524
    
    
    
    (1,146
    )
    
    
    (19,784
    )Provision for (recovery from)
loan losses
    
    
    8,574
    
    
    
    (6,615
    )
    
    
    (5,109
    )
    
    
    (547
    )
    
    
    14,077Adjustments to acquired loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (734
    )
    
    
    9,144Balance, end of period
    
    $
    43,602
    
    
    $
    41,192
    
    
    $
    46,010
    
    
    $
    45,595
    
    
    $
    48,022
  As of December 31,2006
    
    
    2005
    
    
    2004Allocation
    
    
    
    
    
    
    Allocation
    
    
    
    
    
    
    AllocationAmount
    
    
    of ALL
    
    
    Amount
    
    
    of ALL
    
    
    Amount
    
    
    of ALLLease finance
    
    $
    
    
    
    $
    
    
    
    $
    664
    
    
    $
    156
    
    
    $
    6,551
    
    
    $
    1,429Syndication loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Small business (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer  indirect
    
    
    
    
    
    
    
    
    
    
    543
    
    
    
    
    
    
    
    1,734
    
    
    
    2$
    
    
    
    $
    
    
    
    $
    1,207
    
    
    $
    156
    
    
    $
    8,285
    
    
    $
    1,431
  35




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##### Table of Contents



As of December 31,2003
    
    
    2002Allocation
    
    
    
    
    
    
    AllocationAmount
    
    
    of ALL
    
    
    Amount
    
    
    of ALLLease finance
    
    $
    14,442
    
    
    $
    3,425
    
    
    $
    31,279
    
    
    $
    7,396Syndication loans
    
    
    9,114
    
    
    
    185
    
    
    
    14,499
    
    
    
    294Small business (1)
    
    
    9,569
    
    
    
    873
    
    
    
    17,297
    
    
    
    2,143Consumer  indirect
    
    
    2,402
    
    
    
    70
    
    
    
    8,105
    
    
    
    457$
    35,527
    
    
    $
    4,553
    
    
    $
    71,180
    
    
    $
    10,290
 
 (1)
    
    Small business loans originated before January 1, 2000.      36




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##### Table of Contents



December 31, 2006
    
    
    December 31, 2005
    
    
    December 31, 2004ALL
    
    
    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
    
    $
    2,359
    
    
    
    1.50
    %
    
    
    3.07
    %
    
    $
    1,988
    
    
    
    2.30
    %
    
    
    1.63
    %
    
    $
    2,507
    
    
    
    2.94
    %
    
    
    1.59
    %Commercial real estate
    
    
    24,632
    
    
    
    1.28
    
    
    
    37.54
    
    
    
    17,984
    
    
    
    0.75
    
    
    
    45.20
    
    
    
    23,345
    
    
    
    0.92
    
    
    
    47.28Small business
    
    
    4,495
    
    
    
    1.58
    
    
    
    5.57
    
    
    
    2,640
    
    
    
    1.12
    
    
    
    4.43
    
    
    
    2,403
    
    
    
    1.26
    
    
    
    3.55Residential real estate
    
    
    4,242
    
    
    
    0.20
    
    
    
    42.34
    
    
    
    2,592
    
    
    
    0.13
    
    
    
    38.53
    
    
    
    2,565
    
    
    
    0.12
    
    
    
    38.57Consumer  direct
    
    
    7,874
    
    
    
    1.34
    
    
    
    11.49
    
    
    
    6,354
    
    
    
    1.17
    
    
    
    10.19
    
    
    
    4,281
    
    
    
    0.90
    
    
    
    8.86Discontinued loan products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156
    
    
    
    12.92
    
    
    
    0.02
    
    
    
    1,431
    
    
    
    17.27
    
    
    
    0.15Total assigned
    
    
    43,602
    
    
    
    
    
    
    
    
    
    
    
    31,714
    
    
    
    
    
    
    
    
    
    
    
    36,532Unassigned
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A$
    43,602
    
    
    
    0.85
    
    
    
    100.00
    
    
    $
    41,192
    
    
    
    0.78
    
    
    
    100.00
    
    
    $
    46,010
    
    
    
    0.86
    
    
    
    100.00
 December 31, 2003
    
    
    December 31, 2002ALL
    
    
    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
    
    $
    1,715
    
    
    
    2.15
    
    
    
    1.81
    
    
    $
    1,437
    
    
    
    1.75
    
    
    
    2.06Commercial real estate
    
    
    24,005
    
    
    
    0.99
    
    
    
    55.12
    
    
    
    21,124
    
    
    
    1.05
    
    
    
    50.75Small business
    
    
    2,300
    
    
    
    1.44
    
    
    
    3.63
    
    
    
    2,863
    
    
    
    1.99
    
    
    
    3.61Residential real estate
    
    
    2,111
    
    
    
    0.16
    
    
    
    30.56
    
    
    
    2,512
    
    
    
    0.18
    
    
    
    34.60Consumer  direct
    
    
    3,900
    
    
    
    1.10
    
    
    
    8.07
    
    
    
    3,239
    
    
    
    1.13
    
    
    
    7.19Discontinued loan products
    
    
    4,553
    
    
    
    12.81
    
    
    
    0.81
    
    
    
    10,290
    
    
    
    14.46
    
    
    
    1.79Total assigned
    
    
    38,584
    
    
    
    
    
    
    
    
    
    
    
    41,465Unassigned
    
    
    7,011
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    6,557
    
    
    
    N/A
    
    
    
    N/A$
    45,595
    
    
    
    1.04
    
    
    
    100.00
    
    
    $
    48,022
    
    
    
    1.21
    
    
    
    100.00
  37




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##### Table of Contents



AmountCommercial business
    
    $
    264Commercial real estate
    
    
    5,285Small business
    
    
    1,566Residential real estate
    
    
    1,262Consumer  direct
    
    
    1,101$
    9,478
        38




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##### Table of Contents



BankAtlantics Non-performing Assets and Potential Problem Loans
 December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002NONPERFORMING ASSETSTax certificates
    
    $
    632
    
    
    $
    388
    
    
    $
    381
    
    
    $
    894
    
    
    $
    1,419Residential
    
    
    2,629
    
    
    
    5,981
    
    
    
    5,538
    
    
    
    9,777
    
    
    
    14,237Commercial real estate and business
    
    
    
    
    
    
    340
    
    
    
    340
    
    
    
    52
    
    
    
    1,474Small business  real estate
    
    
    244
    
    
    
    9
    
    
    
    88
    
    
    
    155
    
    
    
    239Lease financing
    
    
    
    
    
    
    
    
    
    
    727
    
    
    
    25
    
    
    
    3,900Consumer
    
    
    1,563
    
    
    
    471
    
    
    
    1,210
    
    
    
    794
    
    
    
    532Total non-accrual assets
    
    
    5,068
    
    
    
    7,189
    
    
    
    8,284
    
    
    
    11,697
    
    
    
    21,801Residential real estate owned
    
    
    617
    
    
    
    86
    
    
    
    309
    
    
    
    1,474
    
    
    
    1,304Commercial real estate owned
    
    
    21,130
    
    
    
    881
    
    
    
    383
    
    
    
    948
    
    
    
    8,303Consumer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Total repossessed assets
    
    
    21,747
    
    
    
    967
    
    
    
    692
    
    
    
    2,422
    
    
    
    9,611Total nonperforming assets
    
    
    26,815
    
    
    
    8,156
    
    
    
    8,976
    
    
    
    14,119
    
    
    
    31,412Specific valuation allowances
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,386
    )Total nonperforming assets, net
    
    $
    26,815
    
    
    $
    8,156
    
    
    $
    8,976
    
    
    $
    14,119
    
    
    $
    30,026Total nonperforming assets as
a percentage of:Total assets
    
    
    0.43
    
    
    
    0.13
    
    
    
    0.15
    
    
    
    0.31
    
    
    
    0.64Loans, tax certificates and
net real estate owned
    
    
    0.55
    
    
    
    0.17
    
    
    
    0.19
    
    
    
    0.36
    
    
    
    0.86TOTAL ASSETS
    
    $
    6,187,122
    
    
    $
    6,109,330
    
    
    $
    6,044,988
    
    
    $
    4,566,850
    
    
    $
    4,903,886TOTAL LOANS, TAX CERTIFICATES
AND NET REAL ESTATE OWNED
    
    $
    4,903,961
    
    
    $
    4,830,268
    
    
    $
    4,771,682
    
    
    $
    3,872,473
    
    
    $
    3,673,110Allowance for loan losses
    
    $
    43,602
    
    
    $
    41,192
    
    
    $
    46,010
    
    
    $
    45,595
    
    
    $
    48,022Total tax certificates
    
    $
    199,090
    
    
    $
    166,697
    
    
    $
    170,028
    
    
    $
    193,776
    
    
    $
    195,947Allowance for tax certificate losses
    
    $
    3,699
    
    
    $
    3,271
    
    
    $
    3,297
    
    
    $
    2,870
    
    
    $
    1,873OTHER POTENTIAL PROBLEM LOANSCONTRACTUALLY PAST DUE 90
DAYS OR MORECommercial real estate and business (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    135
    
    
    $
    100PERFORMING IMPAIRED LOANS, NET
OF SPECIFIC ALLOWANCESPerforming impaired loans
    
    
    163
    
    
    
    193
    
    
    
    320
    
    
    
    180
    
    
    
    RESTRUCTURED LOANSCommercial real estate and business
    
    
    
    
    
    
    77
    
    
    
    24
    
    
    
    1,387
    
    
    
    1,882TOTAL POTENTIAL PROBLEM LOANS
    
    $
    163
    
    
    $
    270
    
    
    $
    344
    
    
    $
    1,702
    
    
    $
    1,982
 
 (1)
    
    The majority of these loans have matured and the borrower continues to make payments under
the matured loan agreement.   39




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##### Table of Contents



BankAtlantics Non- Interest Income
  For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2006 vs
    
    
    2005 vs2006
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Other service charges and fees
    
    $
    27,542
    
    
    $
    23,347
    
    
    $
    23,620
    
    
    $
    4,195
    
    
    $
    (273
    )Service charges on deposits
    
    
    90,472
    
    
    
    61,956
    
    
    
    51,435
    
    
    
    28,516
    
    
    
    10,521(Loss) income from real estate operations
    
    
    (982
    )
    
    
    4,480
    
    
    
    2,405
    
    
    
    (5,462
    )
    
    
    2,075Gains on sales of loans
    
    
    680
    
    
    
    742
    
    
    
    483
    
    
    
    (62
    )
    
    
    259Securities activities, net
    
    
    657
    
    
    
    117
    
    
    
    37
    
    
    
    540
    
    
    
    80Gains associated with debt redemption
    
    
    1,528
    
    
    
    
    
    
    
    
    
    
    
    1,528
    
    
    
    Gain (loss) on sales of bank facilities
    
    
    1,627
    
    
    
    1,200
    
    
    
    (16
    )
    
    
    427
    
    
    
    1,216Other
    
    
    10,320
    
    
    
    8,218
    
    
    
    7,760
    
    
    
    2,102
    
    
    
    458Non-interest income
    
    $
    131,844
    
    
    $
    100,060
    
    
    $
    85,724
    
    
    $
    31,784
    
    
    $
    14,336
     40




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##### Table of Contents



41




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##### Table of Contents



BankAtlantics Non- Interest Expense
  For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2006 vs
    
    
    2005 vs2006
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Employee compensation and benefits
    
    $
    146,099
    
    
    $
    113,526
    
    
    $
    93,154
    
    
    $
    32,573
    
    
    $
    20,372Occupancy and equipment
    
    
    57,291
    
    
    
    41,611
    
    
    
    32,713
    
    
    
    15,680
    
    
    
    8,898Advertising and promotion
    
    
    34,659
    
    
    
    26,895
    
    
    
    16,012
    
    
    
    7,764
    
    
    
    10,883Check losses
    
    
    8,615
    
    
    
    5,176
    
    
    
    2,878
    
    
    
    3,439
    
    
    
    2,298Professional fees
    
    
    7,653
    
    
    
    9,695
    
    
    
    11,285
    
    
    
    (2,042
    )
    
    
    (1,590
    )Supplies and postage
    
    
    6,833
    
    
    
    5,638
    
    
    
    4,467
    
    
    
    1,195
    
    
    
    1,171Telecommunication
    
    
    4,774
    
    
    
    3,944
    
    
    
    3,045
    
    
    
    830
    
    
    
    899Amortization of intangible assets
    
    
    1,561
    
    
    
    1,627
    
    
    
    1,715
    
    
    
    (66
    )
    
    
    (88
    )Costs associated with debt redemption
    
    
    1,457
    
    
    
    
    
    
    
    11,741
    
    
    
    1,457
    
    
    
    (11,741
    )Fines and penalties, compliance matters
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    (10,000
    )
    
    
    10,000Impairment of office properties and equipment
    
    
    
    
    
    
    3,706
    
    
    
    
    
    
    
    (3,706
    )
    
    
    3,706Other
    
    
    24,506
    
    
    
    19,274
    
    
    
    16,611
    
    
    
    5,232
    
    
    
    2,663Non-interest expense
    
    $
    293,448
    
    
    $
    241,092
    
    
    $
    193,621
    
    
    $
    52,356
    
    
    $
    47,471
    Floridas Most Convenient Bank
 42




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##### Table of Contents



BankAtlantics Provision for Income Taxes
 For the Years Ended
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2006 vs
    
    
    2005 vs2006
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Income before income taxes
    
    $
    49,427
    
    
    $
    86,658
    
    
    $
    74,070
    
    
    $
    (37,231
    )
    
    $
    12,588Provision for income taxes
    
    
    (13,105
    )
    
    
    (30,838
    )
    
    
    (25,530
    )
    
    
    17,733
    
    
    
    (5,308
    )BankAtlantic net income
    
    $
    36,322
    
    
    $
    55,820
    
    
    $
    48,540
    
    
    $
    (19,498
    )
    
    $
    7,280Effective tax rate
    
    
    26.51
    %
    
    
    35.59
    %
    
    
    34.47
    %
  43




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##### Table of Contents



Parent Company Results of Operations
  For the Years
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2006 vs
    
    
    2005 vs2006
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Net interest income (expense):Interest on loans
    
    $
    
    
    
    $
    556
    
    
    $
    1,751
    
    
    $
    (556
    )
    
    $
    (1,195
    )Interest and dividends on investments
    
    
    2,448
    
    
    
    1,701
    
    
    
    756
    
    
    
    747
    
    
    
    945Interest on Junior Subordinated
Debentures
    
    
    (21,933
    )
    
    
    (19,347
    )
    
    
    (16,958
    )
    
    
    (2,586
    )
    
    
    (2,389
    )Net interest (expense)
    
    
    (19,485
    )
    
    
    (17,090
    )
    
    
    (14,451
    )
    
    
    (2,395
    )
    
    
    (2,639
    )Non-interest income:Income from unconsolidated subsidiaries
    
    
    1,634
    
    
    
    621
    
    
    
    485
    
    
    
    1,013
    
    
    
    136Securities activities, net
    
    
    9,156
    
    
    
    731
    
    
    
    3,693
    
    
    
    8,425
    
    
    
    (2,962
    )Litigation settlement
    
    
    
    
    
    
    
    
    
    
    22,840
    
    
    
    
    
    
    
    (22,840
    )Other
    
    
    
    
    
    
    1,172
    
    
    
    512
    
    
    
    (1,172
    )
    
    
    660Non-interest income
    
    
    10,790
    
    
    
    2,524
    
    
    
    27,530
    
    
    
    8,266
    
    
    
    (25,006
    )Non-interest expense:Employee compensation and benefits
    
    
    4,705
    
    
    
    4,047
    
    
    
    3,042
    
    
    
    658
    
    
    
    1,005Advertising and promotion
    
    
    408
    
    
    
    422
    
    
    
    289
    
    
    
    (14
    )
    
    
    133Professional fees
    
    
    638
    
    
    
    1,179
    
    
    
    1,708
    
    
    
    (541
    )
    
    
    (529
    )Other
    
    
    1,005
    
    
    
    515
    
    
    
    603
    
    
    
    490
    
    
    
    (88
    )Non-interest expense
    
    
    6,756
    
    
    
    6,163
    
    
    
    5,642
    
    
    
    593
    
    
    
    521(Loss) income before income taxes
    
    
    (15,451
    )
    
    
    (20,729
    )
    
    
    7,437
    
    
    
    5,278
    
    
    
    (28,166
    )Income tax (expense) benefit
    
    
    6,008
    
    
    
    7,435
    
    
    
    (2,692
    )
    
    
    (1,427
    )
    
    
    10,127Parent Company (loss) income
    
    $
    (9,443
    )
    
    $
    (13,294
    )
    
    $
    4,745
    
    
    $
    3,851
    
    
    $
    (18,039
    )
     44




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##### Table of Contents



45




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##### Table of Contents



BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Lower cash and due from depository institution balances resulting from a decline in
cash letter receivables resulting from electronic clearing;
    
    Decline in securities available for sale reflecting an investment strategy to limit
asset growth in response to the flat to inverted yield curve environment that existed
during 2006;
    
    Higher investment securities balances due to additional investments in tax exempt securities;
    
    Increase in tax certificate balances associated with expanding purchases outside of Florida:
    
    Higher investment in FHLB stock related to additional FHLB advance borrowings;
    
    Decline in loan receivable balances associated with lower commercial real estate loan
balances primarily resulting from a slow-down in the real estate construction market;
    
    Higher residential loans held for sale balances resulting from an increase in
originated loans;
    
    Increase in accrued interest receivable resulting from higher earning asset yields
during 2006 compared to 2005;
    
    Increase in real estate inventory related to a decision to build homes at the River
Club real estate development;
    
    Higher real estate owned balances as BankAtlantic took possession of the real estate
securing a $27.2 million land development loan;
    
    Increase in investment in unconsolidated subsidiaries due to additional investments in
income producing real estate joint ventures during 2006;
    
    Increase in office properties and equipment associated with BankAtlantics store
expansion and growth initiatives.
  
    
    Higher interest bearing deposit balances resulting from growth in Savings and NOW
checking deposit accounts associated with the Floridas Most Convenient Bank marketing
initiatives;
    
    Lower non-interest bearing deposit balances primarily resulting from a decline in the
average customer account balances during 2006;
    
    Increase in FHLB advance borrowings to fund the decline in short-term borrowings;
    
    Decrease in development notes payable associated with the repayment of River Club real
estate development borrowings from third party lenders;
    
    Decrease in other liabilities associated with the payment of a $10 million reserve
established for possible AML-BSA fines and penalties in April 2006 and lower current
income taxes payable associated with the payment of 2005 income taxes in February 2006.
  46




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##### Table of Contents



Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc.
      BankAtlantic
  47




---



##### Table of Contents



OutstandingonDecember 31,
    
    
    For the Period Ending December 31, (1)2008-
    
    
    
    
    
    
    
    
    
    
    2020-2006
    
    
    2007
    
    
    2009
    
    
    2010-2014
    
    
    2015-2019
    
    
    2024
    
    
    >2025Commercial real estate
    
    $
    2,109,741
    
    
    $
    942,068
    
    
    $
    688,677
    
    
    $
    230,436
    
    
    $
    184,308
    
    
    $
    60,380
    
    
    $
    3,872Residential real estate
    
    
    2,167,819
    
    
    
    55,641
    
    
    
    26,893
    
    
    
    42,059
    
    
    
    334,732
    
    
    
    15,316
    
    
    
    1,693,178Consumer (2)
    
    
    588,164
    
    
    
    1,477
    
    
    
    2,257
    
    
    
    69,892
    
    
    
    389,972
    
    
    
    124,566
    
    
    
    Commercial business
    
    
    255,334
    
    
    
    122,103
    
    
    
    42,937
    
    
    
    88,569
    
    
    
    1,725
    
    
    
    
    
    
    
    Total loans
    
    $
    5,121,058
    
    
    $
    1,121,289
    
    
    $
    760,764
    
    
    $
    430,956
    
    
    $
    910,737
    
    
    $
    200,262
    
    
    $
    1,697,050Total securities available
for sale (3)
    
    $
    558,863
    
    
    $
    996
    
    
    $
    3,410
    
    
    $
    83,905
    
    
    $
    150,424
    
    
    $
    1,771
    
    
    $
    318,357
 
 (1)
    
    Does not include deductions for the undisbursed portion of loans in process.(2)
    
    Includes second mortgage loans.(3)
    
    Does not include $92.5 million of equity securities. 48




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##### Table of Contents



Commercial
    
    
    Real EstateBusiness
    
    
    Construction
    
    
    TotalOne year or less
    
    $
    243,118
    
    
    $
    846,216
    
    
    $
    1,089,334Over one year, but less than five
years
    
    
    11,959
    
    
    
    11,683
    
    
    
    23,642Over five years
    
    
    257
    
    
    
    1,657
    
    
    
    1,914$
    255,334
    
    
    $
    859,556
    
    
    $
    1,114,890Due After One Year:Pre-determined interest rate
    
    $
    12,216
    
    
    $
    13,340
    
    
    $
    25,556Floating or adjustable interest rate
    
    
    
    
    
    
    
    
    
    
    $
    12,216
    
    
    $
    13,340
    
    
    $
    25,556
  Florida
    
    
    56
    %Eastern U.S.A.
    
    
    23
    %Western U.S.A.
    
    
    16
    %Central U.S.A
    
    
    5
    %100
    %
   Minimum RatiosAdequately
    
    WellActual

    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt 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
    %At December 31, 2005:Total risk-based capital
    
    $
    512,664
    
    
    
    11.50
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    446,419
    
    
    
    10.02
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    446,419
    
    
    
    7.42
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    446,419
    
    
    
    7.42
    %
    
    
    4.00
    %
    
    
    5.00
    %
  49




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##### Table of Contents



Consolidated Cash Flows
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Net cash provided (used) by:Operating activities
    
    $
    3,359
    
    
    $
    57,339
    
    
    $
    67,295Investing activities
    
    
    (205,891
    )
    
    
    132,220
    
    
    
    (1,457,098
    )Financing activities
    
    
    174,460
    
    
    
    (154,358
    )
    
    
    1,404,981(Decrease) increase in cash
and cash equivalents
    
    $
    (28,072
    )
    
    $
    35,201
    
    
    $
    15,178
    Off Balance Sheet Arrangements, Contractual Obligations and Loan Commitments
  Amount of Commitment Expiration Per PeriodTotalAmounts
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    After 5Loan Commitments
    
    Committed
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsLines of credit
    
    $
    709,655
    
    
    $
    90,243
    
    
    $
    
    
    
    $
    
    
    
    $
    619,412Standby letters of credit
    
    
    67,831
    
    
    
    67,831
    
    
    
    
    
    
    
    
    
    
    
    Other commercial commitments
    
    
    318,931
    
    
    
    318,931
    
    
    
    
    
    
    
    
    
    
    
    Total loan commitments
    
    $
    1,096,417
    
    
    $
    477,005
    
    
    $
    
    
    
    $
    
    
    
    $
    619,412
   50




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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
    
    $
    943,184
    
    
    $
    854,103
    
    
    $
    77,298
    
    
    $
    11,698
    
    
    $
    85Long-term debt
    
    
    293,189
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    293,189Advances from FHLB (1)
    
    
    1,517,058
    
    
    
    1,445,058
    
    
    
    40,000
    
    
    
    32,000
    
    
    
    Operating lease obligations
    
    
    88,316
    
    
    
    8,667
    
    
    
    16,491
    
    
    
    12,080
    
    
    
    51,078Pension obligation
    
    
    14,336
    
    
    
    938
    
    
    
    2,220
    
    
    
    2,848
    
    
    
    8,330Other obligations
    
    
    37,956
    
    
    
    15,456
    
    
    
    8,250
    
    
    
    6,250
    
    
    
    8,000Securities sold but not yet purchased
    
    
    31,407
    
    
    
    31,407
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    2,925,446
    
    
    $
    2,355,629
    
    
    $
    144,259
    
    
    $
    64,876
    
    
    $
    360,682
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities      Critical Accounting Policies
  51




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##### Table of Contents



Allowance for loan losses
      52




---



##### Table of Contents



Valuation of securities and trading activities
   QuotedQuoted Market
    
    
    Broker
    
    
    Matrix
    
    
    ValuationPrices
    
    
    Prices
    
    
    Pricing
    
    
    Model
    
    
    TotalSecurities:Mortgage-backed securities
    
    $
    
    
    
    $
    
    
    
    $
    361,750
    
    
    $
    
    
    
    $
    361,750Tax exempt securities
    
    
    
    
    
    
    20,099
    
    
    
    377,145
    
    
    
    
    
    
    
    397,244Other securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    675
    
    
    
    675Total debt securities
    
    
    
    
    
    
    20,099
    
    
    
    738,895
    
    
    
    675
    
    
    
    759,669Total derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total equity securities
    
    
    92,453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,453Total
    
    $
    92,453
    
    
    $
    20,099
    
    
    $
    738,895
    
    
    $
    675
    
    
    $
    852,122
      53




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##### Table of Contents



Impairment of Goodwill and Other Intangible Assets
  Impairment of Long-Lived Assets
      54




---



##### Table of Contents



Accounting for Business Combinations
  Accounting for Contingencies
  Share-based Compensation
   Dividends
   55




---



##### Table of Contents



Impact of Inflation
   56




---



##### 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, 20061 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalInterest earning assets:Loans:Residential loans (1)Fixed rate
    
    $
    144,931
    
    
    $
    161,943
    
    
    $
    138,788
    
    
    $
    218,431
    
    
    $
    664,093Hybrids ARM less than 5 years
    
    
    148,908
    
    
    
    104,424
    
    
    
    30,489
    
    
    
    
    
    
    
    283,821Hybrids ARM more than 5 years
    
    
    282,048
    
    
    
    331,526
    
    
    
    323,296
    
    
    
    277,881
    
    
    
    1,214,751Commercial loans
    
    
    1,409,577
    
    
    
    92,388
    
    
    
    80,767
    
    
    
    19,232
    
    
    
    1,601,964Small business loans
    
    
    184,842
    
    
    
    74,731
    
    
    
    23,412
    
    
    
    10,059
    
    
    
    293,044Consumer
    
    
    554,754
    
    
    
    5,459
    
    
    
    4,459
    
    
    
    17,177
    
    
    
    581,849Total loans
    
    
    2,725,060
    
    
    
    770,471
    
    
    
    601,211
    
    
    
    542,780
    
    
    
    4,639,522Investment securitiesTax exempt securities
    
    
    3
    
    
    
    9,914
    
    
    
    30,113
    
    
    
    357,439
    
    
    
    397,469Taxable investment securities
    
    
    256,085
    
    
    
    64,715
    
    
    
    72,123
    
    
    
    53,544
    
    
    
    446,467Tax certificates
    
    
    195,391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,391Total investment securities
    
    
    451,479
    
    
    
    74,629
    
    
    
    102,236
    
    
    
    410,983
    
    
    
    1,039,327Total interest earning assets
    
    $
    3,176,539
    
    
    $
    845,100
    
    
    $
    703,447
    
    
    $
    953,763
    
    
    $
    5,678,849Total interest bearing liabilities
    
    $
    3,422,526
    
    
    $
    356,883
    
    
    $
    267,788
    
    
    $
    1,573,975
    
    
    $
    5,621,172GAP (repricing difference)
    
    $
    (245,987
    )
    
    $
    488,217
    
    
    $
    435,659
    
    
    $
    (620,212
    )Cumulative GAP
    
    $
    (245,987
    )
    
    $
    242,230
    
    
    $
    677,889
    
    
    $
    57,677Repricing Percentage
    
    
    -3.98
    %
    
    
    7.89
    %
    
    
    7.04
    %
    
    
    -10.02
    %Cumulative Percentage
    
    
    -3.98
    %
    
    
    3.92
    %
    
    
    10.96
    %
    
    
    0.93
    %Total assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,187,122
 
    57




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##### Table of Contents



The model calculates the change in net interest income by: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.
  
    
    Fixed rate mortgages
    
    20 %
    
    Fixed rate securities
    
    14 %
    
    Tax certificates
    
    10 %
    
    Adjustable rate mortgages
    
    15 %
    
    Adjustable rate securities
    
    17 %
  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
    %
 58




---



##### Table of Contents



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
    %
 As of December 31, 2005NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    258,020
    
    
    
    1.47
    %+100 bp
    
    $
    259,549
    
    
    
    2.15
    %0
    
    $
    254,715
    
    
    
    -100 bp
    
    $
    247,130
    
    
    
    -3.37
    %-200 bp
    
    $
    232,813
    
    
    
    -9.72
    %
  Equity Price Risk
  AvailablePercent
    
    for SaleChange in
    
    Securities
    
    DollarFair Value
    
    Fair Value
    
    Change20%
    
    $
    110,944
    
    
    $
    18,49110%
    
    $
    101,698
    
    
    $
    9,2450%
    
    $
    92,453
    
    
    $
    -10%
    
    $
    83,208
    
    
    $
    (9,245
    )-20%
    
    $
    73,962
    
    
    $
    (18,491
    )
  59




---



##### Table of Contents



60




---



##### 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, 2006 and 2005
    
    
    F-5Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 2006
    
    
    F-6Consolidated Statements of Stockholders Equity and Comprehensive Income for each of the
Years in the three year period ended December 31, 2006
    
    
    F-8Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 2006
    
    
    F-11Notes to Consolidated Financial Statements
    
    
    F-14
 F-1




---



##### Table of Contents



Managements Report on Internal Control over Financial Reporting
 Internal
Control  Integrated Framework
 /s/ Alan B, Levan

Alan B. LevanChairman, President andChief Executive Officer
 /s/ James A. White

James A. WhiteExecutive Vice President 
Chief Financial Officer
  F-2




---



##### Table of Contents



Report of Independent Registered Certified Public Accounting Firm
 
  Consolidated financial statements
   Internal control over financial reporting
 Internal Control  Integrated Framework 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)
    
    2006
    
    
    2005ASSETSCash and due from depository institutions (See Note 19)
    
    $
    133,182
    
    
    $
    161,666Federal funds sold and other short-term investments (See Note 4)
    
    
    5,722
    
    
    
    3,229Securities available for sale (at fair value) (See Notes 5,13,14)
    
    
    651,316
    
    
    
    674,544Investment securities held-to-maturity (approximate fair value: $209,020 and $200,396) (See Notes 6,14)
    
    
    206,682
    
    
    
    200,718Tax certificates net of allowance of $3,699 and $3,271 (See Note 7)
    
    
    195,391
    
    
    
    163,726Federal Home Loan Bank stock, at cost which approximates
fair value (See Notes 12,19)
    
    
    80,217
    
    
    
    69,931Discontinued operations assets held for sale (See Note 3)
    
    
    190,763
    
    
    
    240,109Loans receivable, net of allowance for loan losses of
$43,602, and $41,192 (See Notes 8,12,13,15)
    
    
    4,586,607
    
    
    
    4,618,874Residential loans held for sale (See Notes 8,12)
    
    
    9,313
    
    
    
    2,538Accrued interest receivable (See Note 9)
    
    
    47,673
    
    
    
    41,490Real estate held for development and sale (See Note 26)
    
    
    25,333
    
    
    
    21,177Real estate owned (See Note 8)
    
    
    21,747
    
    
    
    967Investments in unconsolidated subsidiaries (See Note 27)
    
    
    15,069
    
    
    
    12,464Office properties and equipment, net (See Note 10)
    
    
    219,717
    
    
    
    146,547Deferred tax
asset, net (See Note 17)
    
    
    13,593
    
    
    
    17,886Goodwill (See Note 1)
    
    
    70,490
    
    
    
    70,490Core deposit intangible asset, net (See Note 1)
    
    
    6,834
    
    
    
    8,395Other assets (See Notes 15, 18)
    
    
    16,013
    
    
    
    16,660Total assets
    
    $
    6,495,662
    
    
    $
    6,471,411LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    2,871,116
    
    
    $
    2,732,727Non-interest bearing deposits
    
    
    995,920
    
    
    
    1,019,949Total deposits (See Note 11)
    
    
    3,867,036
    
    
    
    3,752,676Advances from FHLB (See Note 12)
    
    
    1,517,058
    
    
    
    1,283,532Securities sold under agreements to repurchase (See Note 14)
    
    
    101,932
    
    
    
    116,026Federal funds purchased and other short term borrowings (See Note 13)
    
    
    32,026
    
    
    
    139,475Secured borrowings (See Note 15)
    
    
    
    
    
    
    138,270Subordinated debentures, notes and bonds payable (See Note 15)
    
    
    29,923
    
    
    
    39,092Junior subordinated debentures (See Note 15)
    
    
    263,266
    
    
    
    263,266Discontinued operations liabilities held for sale (See Note 3)
    
    
    95,246
    
    
    
    133,763Other liabilities
    
    
    64,193
    
    
    
    88,975Total liabilities
    
    
    5,970,680
    
    
    
    5,955,075Commitments and contingencies (See Note 19)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 56,157,425 and 55,884,089 shares
    
    
    562
    
    
    
    559Class 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
    
    
    260,460
    
    
    
    261,720Unearned compensation  restricted stock grants
    
    
    
    
    
    
    (936
    )Retained earnings
    
    
    265,089
    
    
    
    261,279Total stockholders equity before accumulated other comprehensive loss
    
    
    526,160
    
    
    
    522,671Accumulated other comprehensive loss
    
    
    (1,178
    )
    
    
    (6,335
    )Total stockholders equity
    
    
    524,982
    
    
    
    516,336Total liabilities and stockholders equity
    
    $
    6,495,662
    
    
    $
    6,471,411
  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)
    
    2006
    
    
    2005
    
    
    2004Interest income:Interest and fees on loans
    
    $
    312,960
    
    
    $
    293,250
    
    
    $
    209,719Interest and dividends on securities available for sale
    
    
    17,574
    
    
    
    19,673
    
    
    
    18,083Interest on tax exempt securities
    
    
    15,289
    
    
    
    14,422
    
    
    
    4,048Interest and dividends on taxable investments
and tax certificates
    
    
    21,354
    
    
    
    18,549
    
    
    
    17,354Total interest income
    
    
    367,177
    
    
    
    345,894
    
    
    
    249,204Interest expense:Interest on deposits (See Note 11)
    
    
    58,959
    
    
    
    40,084
    
    
    
    28,355Interest on advances from FHLB
    
    
    66,492
    
    
    
    62,175
    
    
    
    37,689Interest on securities sold under agreements to
repurchase and federal funds purchased
    
    
    15,089
    
    
    
    9,599
    
    
    
    3,191Interest on secured borrowings
    
    
    2,401
    
    
    
    10,144
    
    
    
    Interest on subordinated debentures, notes and
bonds payable, and junior subordinated debentures
    
    
    25,045
    
    
    
    21,786
    
    
    
    18,961Capitalized interest on real estate development
    
    
    (929
    )
    
    
    (1,879
    )
    
    
    (1,398
    )Total interest expense
    
    
    167,057
    
    
    
    141,909
    
    
    
    86,798Net interest income
    
    
    200,120
    
    
    
    203,985
    
    
    
    162,406Provision for (recovery from) loan losses (See Note 8)
    
    
    8,574
    
    
    
    (6,615
    )
    
    
    (5,109
    )Net interest income after provision for
(recovery from) loan losses
    
    
    191,546
    
    
    
    210,600
    
    
    
    167,515Non-interest income:Service charges on deposits
    
    
    90,472
    
    
    
    61,956
    
    
    
    51,435Other service charges and fees
    
    
    27,542
    
    
    
    23,347
    
    
    
    23,620Securities activities, net (See Note 5)
    
    
    9,813
    
    
    
    847
    
    
    
    3,730(Loss) income from real estate operations (See Note 26)
    
    
    (982
    )
    
    
    4,480
    
    
    
    2,405Income from unconsolidated subsidiaries (See Note 27)
    
    
    1,667
    
    
    
    621
    
    
    
    485Gains associated with debt redemption (See Note 12)
    
    
    1,528
    
    
    
    
    
    
    
    Litigation settlement (See Note 28)
    
    
    
    
    
    
    
    
    
    
    22,840Gains (losses) on sales of office properties
and equipment, net
    
    
    1,627
    
    
    
    277
    
    
    
    (17
    )Gains on sales of loans, net
    
    
    680
    
    
    
    742
    
    
    
    483Other
    
    
    10,269
    
    
    
    10,029
    
    
    
    8,004Total non-interest income
    
    
    142,616
    
    
    
    102,299
    
    
    
    112,985Non-interest expense:Employee compensation and benefits (See Notes 16,18)
    
    
    150,804
    
    
    
    117,573
    
    
    
    96,196Occupancy and equipment (See Note 10)
    
    
    57,308
    
    
    
    41,621
    
    
    
    32,717Advertising and promotion
    
    
    35,067
    
    
    
    27,317
    
    
    
    16,301Check losses
    
    
    8,615
    
    
    
    5,176
    
    
    
    2,878Professional fees
    
    
    8,291
    
    
    
    10,590
    
    
    
    12,725Supplies and postage
    
    
    6,853
    
    
    
    5,669
    
    
    
    4,474Telecommunication
    
    
    4,785
    
    
    
    3,948
    
    
    
    3,047Amortization of intangible assets
    
    
    1,561
    
    
    
    1,627
    
    
    
    1,715Cost associated with debt redemption (See Note 12)
    
    
    1,457
    
    
    
    
    
    
    
    11,741Fines and penalties, complaince matters (See Note 19)
    
    
    
    
    
    
    10,000
    
    
    
    Impairment of office properties
and equipment ( See Note 10 )
    
    
    
    
    
    
    3,706
    
    
    
    Other
    
    
    25,445
    
    
    
    19,743
    
    
    
    17,199Total non-interest expense
    
    
    300,186
    
    
    
    246,970
    
    
    
    198,993Income from continuing operations
before income taxes
    
    
    33,976
    
    
    
    65,929
    
    
    
    81,507Provision for income taxes (See Note 17)
    
    
    7,097
    
    
    
    23,403
    
    
    
    28,222Income from continuing operations
    
    
    26,879
    
    
    
    42,526
    
    
    
    53,285Discontinued operations (less applicable
income taxes (benefit)
of ($8,001), $10,095 and $11,688)
    
    
    (11,492
    )
    
    
    16,656
    
    
    
    17,483Net income
    
    $
    15,387
    
    
    $
    59,182
    
    
    $
    70,768
   F-6




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Earnings per share (See Note 25)Basic earnings per share from continuing operations
    
    $
    0.44
    
    
    $
    0.70
    
    
    $
    0.90Basic earnings per share from discontinued operations
    
    
    (0.19
    )
    
    
    0.28
    
    
    
    0.29Basic earnings per share
    
    $
    0.25
    
    
    $
    0.98
    
    
    $
    1.19Diluted earnings per share from continuing operations
    
    $
    0.43
    
    
    $
    0.67
    
    
    $
    0.85Diluted earnings per share from discontinued operations
    
    
    (0.18
    )
    
    
    0.25
    
    
    
    0.26Diluted earnings per share
    
    $
    0.25
    
    
    $
    0.92
    
    
    $
    1.11Cash dividends per Class A share
    
    $
    0.158
    
    
    $
    0.146
    
    
    $
    0.136Cash dividends per Class B share
    
    $
    0.158
    
    
    $
    0.146
    
    
    $
    0.136Basic weighted average number
of common shares outstanding
    
    
    61,095,458
    
    
    
    60,426,107
    
    
    
    59,525,532Diluted weighted average number
of common and common
equivalent shares outstanding
    
    
    62,563,201
    
    
    
    63,119,531
    
    
    
    63,056,435
  F-7




---



##### Table of Contents



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, 2006
 Unearned
    
    
    Accumul-Compen-
    
    
    atedAddi-
    
    
    
    
    
    
    sation
    
    
    OtherCompre-
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Restricted
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Stock
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Grants
    
    
    Income (loss)
    
    
    TotalBALANCE, DECEMBER 31, 2003
    
    
    
    
    
    $
    593
    
    
    $
    259,770
    
    
    $
    148,311
    
    
    $
    (1,178
    )
    
    $
    5,956
    
    
    $
    413,452Net income
    
    $
    70,768
    
    
    
    
    
    
    
    
    
    
    
    70,768
    
    
    
    
    
    
    
    
    
    
    
    70,768Other comprehensive income (loss), net of tax:Unrealized gains on securities available for sale
(less income tax expense of $188)
    
    
    342Minimum pension liability (less income tax
benefit of $2,758)
    
    
    (4,903
    )Reclassification adjustment for net gain
included in net income (less income tax
expense of $2,758)
    
    
    (2,387
    )Other comprehensive (loss)
    
    
    (6,948
    )Comprehensive income
    
    $
    63,820Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,460
    )
    
    
    
    
    
    
    
    
    
    
    (7,460
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (664
    )
    
    
    
    
    
    
    
    
    
    
    (664
    )Issuance of Class A common stock
    
    
    
    
    
    
    15
    
    
    
    3,724
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,739Tax effect relating to the exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    6,610
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,610Retirement of Class A common stock relating
to exercise of stock options
    
    
    
    
    
    
    (3
    )
    
    
    (4,348
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,351
    )Retirement of Class A common stock
    
    
    
    
    
    
    (4
    )
    
    
    (6,054
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,058
    )Amortization of unearned compensation -
restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    177
    
    
    
    
    
    
    
    177Net change in accumulated other comprehensive
loss, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,948
    )
    
    
    (6,948
    )BALANCE, DECEMBER 31, 2004
    
    
    
    
    
    $
    601
    
    
    $
    259,702
    
    
    $
    210,955
    
    
    $
    (1,001
    )
    
    $
    (992
    )
    
    $
    469,265
   F-8




---



##### Table of Contents



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, 2006
 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
    )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
    )Net change in accumulated other comprehensive
loss, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,343
    )
    
    
    (5,343
    )BALANCE, DECEMBER 31, 2005
    
    
    
    
    
    $
    608
    
    
    $
    261,720
    
    
    $
    261,279
    
    
    $
    (936
    )
    
    $
    (6,335
    )
    
    $
    516,336
   F-9




---



##### Table of Contents



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, 2006
 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 benefit of $3,336)
    
    
    (6,477
    )Other comprehensive income
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,031Net change in accumulated other comprehensive
loss, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,157
    
    
    
    5,157BALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    611
    
    
    $
    260,460
    
    
    $
    265,089
    
    
    $
    
    
    
    $
    (1,178
    )
    
    $
    524,982
  F-10




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2006
    
    
    2005
    
    
    2004Operating activities:Net income
    
    $
    15,387
    
    
    $
    59,182
    
    
    $
    70,768Adjustment to reconcile net income to net cash
provided by operating activities:Provision (recovery) and valuation allowances, net (1)
    
    
    8,883
    
    
    
    (6,265
    )
    
    
    (5,105
    )Cumulative effect adjustment for SAB No. 108
    
    
    (1,899
    )
    
    
    
    
    
    
    Depreciation, amortization and accretion, net
    
    
    22,711
    
    
    
    16,212
    
    
    
    16,299Amortization of deferred revenue
    
    
    3,854
    
    
    
    2,368
    
    
    
    1,425Amortization of intangible assets
    
    
    1,561
    
    
    
    1,627
    
    
    
    1,715Share-based compensation expense
    
    
    5,068
    
    
    
    
    
    
    
    Tax benefits from share-based compensation
    
    
    (3,719
    )
    
    
    
    
    
    
    Securities activities, net
    
    
    (9,813
    )
    
    
    (847
    )
    
    
    (3,730
    )Net gains on sales of real estate owned
    
    
    (1,443
    )
    
    
    (1,840
    )
    
    
    (694
    )Net gains on sales of loans held for sale
    
    
    (680
    )
    
    
    (742
    )
    
    
    (483
    )Net (gains) losses on sales of property and equipment
    
    
    (1,627
    )
    
    
    (277
    )
    
    
    17Gain on sale of branch
    
    
    
    
    
    
    (922
    )
    
    
    (Increase) decrease in deferred tax assets, net
    
    
    (3,550
    )
    
    
    (5,895
    )
    
    
    6,633Litigation settlement
    
    
    
    
    
    
    
    
    
    
    (22,840
    )Net (gains) losses associated with debt redemption
    
    
    (71
    )
    
    
    
    
    
    
    11,741Impairment of office properties and equipment
    
    
    
    
    
    
    3,706
    
    
    
    Reserve for fines and penalties, compliance matters
    
    
    
    
    
    
    10,000
    
    
    
    Increase in forgivable notes receivable, net
    
    
    (6,111
    )
    
    
    (6,999
    )
    
    
    (8,079
    )Originations and repayments of loans held for sale, net
    
    
    (93,887
    )
    
    
    (125,487
    )
    
    
    (163,988
    )Proceeds from sales of loans held for sale
    
    
    87,793
    
    
    
    128,337
    
    
    
    171,192(Increase) decrease in real estate held for development and sale
    
    
    (3,703
    )
    
    
    8,043
    
    
    
    (5,889
    )Decrease (increase) in securities owned, net
    
    
    67,910
    
    
    
    (54,849
    )
    
    
    (878
    )(Decrease) increase in securities sold but not yet purchased
    
    
    (3,770
    )
    
    
    (4,285
    )
    
    
    1,649Increase in accrued interest receivable
    
    
    (6,183
    )
    
    
    (5,508
    )
    
    
    (8,116
    )(Increase) decrease in other assets
    
    
    (1,943
    )
    
    
    (2,921
    )
    
    
    1,342(Decrease) increase in due to clearing agent
    
    
    (40,115
    )
    
    
    41,105
    
    
    
    (25,202
    )(Decrease) increase in other liabilities
    
    
    (31,294
    )
    
    
    3,596
    
    
    
    29,518Net cash provided by operating activities
    
    
    3,359
    
    
    
    57,339
    
    
    
    67,295
   F-11




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2006
    
    
    2005
    
    
    2004Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    199,482
    
    
    
    210,493
    
    
    
    212,983Purchase of investment securities and tax certificates
    
    
    (236,952
    )
    
    
    (268,364
    )
    
    
    (301,825
    )Purchase of securities available for sale
    
    
    (143,272
    )
    
    
    (227,179
    )
    
    
    (676,900
    )Proceeds from sales and maturities of securities
available for sale
    
    
    181,434
    
    
    
    300,469
    
    
    
    304,703Purchases of FHLB stock
    
    
    (49,950
    )
    
    
    (29,870
    )
    
    
    (49,923
    )Redemption of FHLB stock
    
    
    39,664
    
    
    
    38,558
    
    
    
    11,629Investments in unconsolidated subsidiaries
    
    
    (7,159
    )
    
    
    (4,554
    )
    
    
    Distributions from unconsolidated subsidiaries
    
    
    4,549
    
    
    
    
    
    
    
    Net repayments (purchases and originations) of loans
    
    
    (105,900
    )
    
    
    151,584
    
    
    
    (913,496
    )Proceeds from sales of real estate owned
    
    
    4,382
    
    
    
    3,872
    
    
    
    3,821Proceeds from the sale of property and equipment
    
    
    35
    
    
    
    651
    
    
    
    Purchases of office property and equipment, net
    
    
    (92,204
    )
    
    
    (43,440
    )
    
    
    (48,090
    )Net cash provided by (used in) investing activities
    
    
    (205,891
    )
    
    
    132,220
    
    
    
    (1,457,098
    )Financing activities:Net increase in deposits
    
    
    114,360
    
    
    
    313,190
    
    
    
    399,060Cash outflows from the sale of branch
    
    
    
    
    
    
    (13,605
    )
    
    
    Repayments of FHLB advances
    
    
    (2,551,344
    )
    
    
    (1,506,832
    )
    
    
    (469,323
    )Proceeds from FHLB advances
    
    
    2,785,000
    
    
    
    1,246,000
    
    
    
    1,220,000Net (decrease) increase in securities sold under agreements
to repurchase
    
    
    (14,094
    )
    
    
    (180,617
    )
    
    
    157,834Net (decrease) increase in federal funds purchased
    
    
    (107,449
    )
    
    
    34,475
    
    
    
    105,000Repayments of secured borrowings
    
    
    (26,516
    )
    
    
    (101,924
    )
    
    
    Proceeds from secured borrowings
    
    
    
    
    
    
    65,293
    
    
    
    Repayment of notes and bonds payable
    
    
    (14,169
    )
    
    
    (5,085
    )
    
    
    (1,798
    )Proceeds from notes and bonds payable
    
    
    5,000
    
    
    
    6,436
    
    
    
    2,944Capital contributions in managed fund by investors
    
    
    2,905
    
    
    
    
    
    
    
    Capital withdrawals in managed fund by investors
    
    
    (4,203
    )
    
    
    
    
    
    
    Excess tax benefits from share-based compensation
    
    
    3,719
    
    
    
    
    
    
    
    Proceeds from issuance of Class A common stock
    
    
    1,479
    
    
    
    1,179
    
    
    
    2,334Payment of the minimum withholding tax upon the exercise
of stock options
    
    
    (2,717
    )
    
    
    (3,519
    )
    
    
    (2,946
    )Purchase and retirement of Class A common stock
    
    
    (7,833
    )
    
    
    
    
    
    
    Purchase of subsidiary common stock
    
    
    
    
    
    
    (491
    )
    
    
    Dividends paid
    
    
    (9,678
    )
    
    
    (8,858
    )
    
    
    (8,124
    )Net cash (used in) provided by financing activities
    
    
    174,460
    
    
    
    (154,358
    )
    
    
    1,404,981(Decrease) increase in cash and cash equivalents
    
    
    (28,072
    )
    
    
    35,201
    
    
    
    15,178Cash and cash equivalents at the beginning of period
    
    
    170,261
    
    
    
    135,060
    
    
    
    119,882Cash and cash equivalents of discontinued assets held for sale
    
    
    (3,285
    )
    
    
    (5,366
    )
    
    
    (3,674
    )Cash and
cash equivalents at end of period(2)
    
    $
    138,904
    
    
    $
    164,895
    
    
    $
    131,386
   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)
    
    2006
    
    
    2005
    
    
    2004Cash paid for:Interest on borrowings and deposits
    
    $
    166,467
    
    
    $
    143,706
    
    
    $
    87,869Income taxes
    
    
    22,630
    
    
    
    10,788
    
    
    
    26,565Supplementary disclosure of non-cash investing and
financing activities:Loans transferred to REO
    
    
    23,728
    
    
    
    2,307
    
    
    
    1,401Decreases in current income taxes payable from the tax
effect of fair value of employee stock options
    
    
    
    
    
    
    4,538
    
    
    
    6,610Reduction in loan participations sold accounted for
as secured borrowings
    
    
    111,754
    
    
    
    
    
    
    
    Exchange of branch facilities
    
    
    2,350
    
    
    
    
    
    
    
    Change in accumulated other comprehensive income
    
    
    5,157
    
    
    
    (5,343
    )
    
    
    (6,948
    )Change in deferred taxes on other comprehensive income
    
    
    3,161
    
    
    
    (3,451
    )
    
    
    (3,903
    )Securities purchased pending settlement
    
    
    
    
    
    
    6,183
    
    
    
    25,546Issuance and retirement of Class A common stock accepted
as consideration for the exercise price of stock options
    
    
    4,549
    
    
    
    1,149
    
    
    
    1,405Reduction in stockholders equity from the retirement of
Class A common stock obtained from litigation settlement
    
    
    
    
    
    
    
    
    
    
    6,058
 
 (1)
    
    Represents provision for loan losses, REO and tax certificates. (2)
    
    These amounts have been revised to reflect the classification
of cash and cash equivalents that are reported in discontinued
operations assets held for sale (See Note 3).  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)
 Securities Owned and Securities Sold, But Not Yet Purchased
 Investment Securities 
       Derivative Instruments 
 Tax Certificates 
 Allowance for Tax Certificate Losses 
 Loans 
 F-15




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Loans Held for Sale
 Transfer of Loan Participations 
 Impaired Loans
 Allowance for Loan Losses
   Non-performing Loans
  F-16




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Real Estate Owned (REO)
 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:
    2. Cumulative-Effect Adjustment for Quantifying Financial Statement Misstatements
    F-19




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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 has 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 pays 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: 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 Merger
   F-20




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  The
    
    Option
    
    TotalCompany
    
    Holders
    
    ConsiderationAllocation Percentage (1)
    
    
    96.23
    %
    
    
    3.77
    %
    
    
    100.00
    %Initial Share Consideration
    
    
    2,375,000
    
    
    
    93,000
    
    
    
    2,468,000Cash Consideration (in thousands)
    
    $
    675
    
    
    $
    27
    
    
    $
    702Warrants to acquire Stifel stock at $36.00 per share
    
    
    480,000
    
    
    
    20,000
    
    
    
    500,000
 
 (1)
    
    the contingent earn-out payments, if any, will change the allocation percentages as the
initial merger consideration for the option holders was reduced by the options exercise
price.   F-21




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Investment banking revenue
    
    $
    218,461
    
    
    $
    253,311
    
    
    $
    243,155Non-interest expenseEmployee compensation and
benefits
    
    
    170,605
    
    
    
    165,325
    
    
    
    158,868Occupancy and equipment
    
    
    16,588
    
    
    
    15,816
    
    
    
    15,429Advertising and promotion
    
    
    5,788
    
    
    
    5,418
    
    
    
    4,735Professional fees
    
    
    8,790
    
    
    
    6,706
    
    
    
    5,482Communications
    
    
    15,187
    
    
    
    13,554
    
    
    
    12,527Floor broker and clearing fees
    
    
    8,612
    
    
    
    9,118
    
    
    
    9,835Interest expense
    
    
    5,995
    
    
    
    3,419
    
    
    
    924Other
    
    
    6,389
    
    
    
    7,204
    
    
    
    6,184Total non-interest expense
    
    
    237,954
    
    
    
    226,560
    
    
    
    213,984(Loss) income from discontinued
operations before income taxes
    
    
    (19,493
    )
    
    
    26,751
    
    
    
    29,171Income tax (benefit) provision
    
    
    (8,001
    )
    
    
    10,095
    
    
    
    11,688(Loss) income from discontinued
operations, net of tax
    
    $
    (11,492
    )
    
    $
    16,656
    
    
    $
    17,483
  As of December 31,2006
    
    
    2005ASSETS:Cash
    
    $
    3,285
    
    
    $
    5,366Securities owned
    
    
    112,382
    
    
    
    180,292Loans receivable
    
    
    
    
    
    
    3,360Office properties and
equipment, net
    
    
    9,644
    
    
    
    7,573Deferred tax asset, net
    
    
    16,411
    
    
    
    11,729Goodwill
    
    
    6,184
    
    
    
    6,184Due from clearing agent
    
    
    15,629
    
    
    
    Other assets
    
    
    27,228
    
    
    
    25,605Total assets
    
    $
    190,763
    
    
    $
    240,109LIABILITIES:Securities sold but not
yet purchased
    
    $
    31,407
    
    
    $
    35,177Due to clearing agent
    
    
    
    
    
    
    24,486Other liabilities
    
    
    63,839
    
    
    
    74,100Total liabilities
    
    $
    95,246
    
    
    $
    133,763
 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 31,2006
    
    2005
    
    2004Net cash provided by operating activities
    
    $
    516
    
    
    $
    1,467
    
    
    $
    8,977Net cash (used in) provided by investing activities
    
    $
    (1,298
    )
    
    $
    225
    
    
    $
    (5,861
    )Net cash (used in) provided by financing activities
    
    $
    (1,299
    )
    
    $
    
    
    
    $
    4,856
 4. Federal Funds Sold and Other Short Term Investments
  For the Years Ended2006
    
    2005
    
    2004Ending Balance
    
    $
    691
    
    
    $
    1,057
    
    
    $
    5,100Maximum outstanding at any month end within period
    
    $
    16,276
    
    
    $
    8,648
    
    
    $
    54,530Average amount invested during period
    
    $
    1,824
    
    
    $
    4,275
    
    
    $
    6,282Average yield during period
    
    
    3.00
    %
    
    
    1.87
    %
    
    
    0.75
    %
  F-23




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 5 Securities Available for Sale
  December 31, 2006Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    324,646
    
    
    $
    1,366
    
    
    $
    3,113
    
    
    $
    322,899Real 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
 
 (1)
    
    Real estate mortgage investment conduits are pass-through entities that hold
residential loans and investors are issued ownership interests in the entities in the form
of a bond. December 31, 2005Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    337,381
    
    
    $
    1,547
    
    
    $
    4,749
    
    
    $
    334,179Real estate mortgage investment
conduits
    
    
    49,797
    
    
    
    
    
    
    
    2,436
    
    
    
    47,361Total mortgage-backed securities
    
    
    387,178
    
    
    
    1,547
    
    
    
    7,185
    
    
    
    381,540Investment Securities:Tax-exempt securities
    
    
    204,441
    
    
    
    325
    
    
    
    2,795
    
    
    
    201,971Other bonds
    
    
    588
    
    
    
    
    
    
    
    
    
    
    
    588U.S. Treasury notes
    
    
    998
    
    
    
    2
    
    
    
    
    
    
    
    1,000Equity securities
    
    
    82,138
    
    
    
    7,307
    
    
    
    
    
    
    
    89,445Total investment securities
    
    
    288,165
    
    
    
    7,634
    
    
    
    2,795
    
    
    
    293,004Total
    
    $
    675,343
    
    
    $
    9,181
    
    
    $
    9,980
    
    
    $
    674,544
 F-24




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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
    
    $
    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
    )
    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
    
    $
    156,852
    
    
    $
    (2,110
    )
    
    $
    101,168
    
    
    $
    (2,639
    )
    
    $
    258,020
    
    
    $
    (4,749
    )Real estate mortgage
investment conduits
    
    
    12,210
    
    
    
    (346
    )
    
    
    35,151
    
    
    
    (2,090
    )
    
    
    47,361
    
    
    
    (2,436
    )Tax exempt securities
    
    
    107,089
    
    
    
    (1,209
    )
    
    
    49,657
    
    
    
    (1,586
    )
    
    
    156,746
    
    
    
    (2,795
    )Total available for sale
securities:
    
    $
    276,151
    
    
    $
    (3,665
    )
    
    
    185,976
    
    
    $
    (6,315
    )
    
    
    462,127
    
    
    $
    (9,980
    )
 F-25




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairCost
    
    
    ValueDecember 31, 2006 (1) (2) (3)Due within one year
    
    $
    997
    
    
    $
    996Due after one year, but
within five years
    
    
    13,918
    
    
    
    13,419Due after five years, but
within ten years
    
    
    177,737
    
    
    
    177,379Due after ten years
    
    
    370,885
    
    
    
    367,069Total
    
    $
    563,537
    
    
    $
    558,863
 
 (1)
    
    Scheduled maturities in the above table may vary significantly
from actual maturities due to prepayments.(2)
    
    Scheduled maturities are based upon contractual
maturities.(3)
    
    Amounts include $163 million of callable tax exempt
securities with call dates ranging from 2008 to 2014.  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Gross gains on securities activities
    
    $
    10,137
    
    
    $
    859
    
    
    $
    3,694Realized gross losses on securities
activities
    
    
    (168
    )
    
    
    (18
    )
    
    
    Unrealized gains on derivative
transactions
    
    
    
    
    
    
    12
    
    
    
    36Realized losses on derivative transactions
    
    
    (156
    )
    
    
    (6
    )
    
    
    Securities activities, net
    
    $
    9,813
    
    
    $
    847
    
    
    $
    3,730
    For The Years Ended December 31,2006
    
    
    2005
    
    
    2004Net change in other comprehensive income
on securities available for sale
    
    $
    5,694
    
    
    $
    (6,863
    )
    
    $
    (3,190
    )Change in deferred tax benefit on net unrealized
losses on securities available for sale
    
    
    1,936
    
    
    
    (2,509
    )
    
    
    (1,145
    )Change in stockholders equity from net
unrealized
losses on securities
    
    $
    3,758
    
    
    $
    (4,354
    )
    
    $
    (2,045
    )
 F-26




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31,2006
    
    
    2005Unrealized gains on securities
    
    $
    3,315
    
    
    $
    (443
    )Unrecognized losses from defined
benefit pension plan
    
    
    (4,493
    )
    
    
    Minimum pension liability
    
    
    
    
    
    
    (5,892
    )Accumulated other
comprehensive loss
    
    $
    (1,178
    )
    
    $
    (6,335
    )
 6. Investment Securities Held-to-Maturity and Certain Equity Securities
  December 31, 2006Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueTax exempt
securities (2)(3)
    
    $
    200,182
    
    
    $
    962
    
    
    $
    338
    
    
    $
    200,806Equity securities (1)
    
    
    6,500
    
    
    
    1,714
    
    
    
    
    
    
    
    8,214$
    206,682
    
    
    $
    2,676
    
    
    $
    338
    
    
    $
    209,020
 December 31, 2005Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueTax exempt
securities(2)
    
    $
    193,918
    
    
    $
    313
    
    
    $
    1,428
    
    
    $
    192,803Equity securities (1)
    
    
    6,800
    
    
    
    793
    
    
    
    
    
    
    
    7,593$
    200,718
    
    
    $
    1,106
    
    
    $
    1,428
    
    
    $
    200,396
 
 (1)
    
    Equity securities consist of equity instruments purchased through private placements which
do not have readily determinable fair values and are accounted for at historical cost adjusted
for other-than-temporary declines in value.(2)
    
    Tax exempt securities consist of municipal bonds.(3)
    
    Amounts include $196.6 million of callable tax exempt securities with call dates ranging from
2007 to 2016. Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesAs of December 31, 2006Tax exempt securities
    
    $
    47,603
    
    
    $
    (202
    )
    
    $
    12,354
    
    
    $
    (136
    )
    
    $
    59,957
    
    
    $
    (338
    )As of December 31,
2005Tax exempt securities
    
    $
    116,393
    
    
    $
    (1,132
    )
    
    $
    11,982
    
    
    $
    (296
    )
    
    $
    128,375
    
    
    $
    (1,428
    )
  F-27




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   EstimatedAmortized
    
    
    FairCost
    
    
    ValueDue after five years,
but within ten years
    
    $
    9,057
    
    
    $
    9,066Due after ten years
    
    
    191,125
    
    
    
    191,740Total
    
    $
    200,182
    
    
    $
    200,806
 7. Tax Certificates
  December 31, 2006
    
    
    December 31, 2005Estimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Fair
    
    
    Amortized
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    ValueTax certificates (1)(2) Net of allowance of
$3,699
and $3,271, respectively
    
    $
    195,391
    
    
    $
    195,391
    
    
    $
    163,726
    
    
    $
    163,726
 
 (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 31,2006
    
    
    2005
    
    
    2004Balance, beginning of period
    
    $
    3,271
    
    
    $
    3,297
    
    
    $
    2,870Charge-offs
    
    
    (295
    )
    
    
    (979
    )
    
    
    (491
    )Recoveries
    
    
    423
    
    
    
    603
    
    
    
    918Net recoveries (charge-offs)
    
    
    128
    
    
    
    (376
    )
    
    
    427Provision charged to
operations
    
    
    300
    
    
    
    350
    
    
    
    Balance, end of period
    
    $
    3,699
    
    
    $
    3,271
    
    
    $
    3,297
 F-28




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 8. Loans Receivable and Loans Held for Sale
  December 31,2006
    
    
    2005Real estate loans:Residential
    
    $
    2,158,506
    
    
    $
    2,043,055Construction and development
    
    
    859,556
    
    
    
    1,339,576Commercial
    
    
    1,063,352
    
    
    
    1,060,245Small business
    
    
    186,833
    
    
    
    151,924Loans to Levitt Corporation
    
    
    
    
    
    
    223Other loans:Home equity
    
    
    562,318
    
    
    
    513,813Commercial business
    
    
    157,109
    
    
    
    87,599Small business  non-mortgage
    
    
    98,225
    
    
    
    83,429Consumer loans
    
    
    17,406
    
    
    
    21,469Deposit overdrafts
    
    
    8,440
    
    
    
    5,694Total gross loans
    
    
    5,111,745
    
    
    
    5,307,027Adjustments:Undisbursed portion of loans in
process
    
    
    (482,842
    )
    
    
    (649,296
    )Premiums related to purchased loans
    
    
    2,180
    
    
    
    5,566Deferred fees, net
    
    
    (874
    )
    
    
    (3,231
    )Allowance for loan losses
    
    
    (43,602
    )
    
    
    (41,192
    )Loans receivable  net
    
    $
    4,586,607
    
    
    $
    4,618,874Loans held for sale
    
    $
    9,313
    
    
    $
    2,538
  Florida
    
    
    56
    %Eastern U.S.A.
    
    
    23
    %Western U.S.A.
    
    
    16
    %Central U.S.A
    
    
    5
    %100
    %
  F-29




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Allowance for Loan Losses (in thousands)
 For Years Ended December 31,2006
    
    
    2005
    
    
    2004Balance, beginning of period
    
    $
    41,192
    
    
    $
    46,010
    
    
    $
    45,595Loans charged-off
    
    
    (8,905
    )
    
    
    (2,694
    )
    
    
    (4,076
    )Recoveries of loans previously
charged-off
    
    
    2,741
    
    
    
    4,491
    
    
    
    9,600Net recoveries (charge-offs)
    
    
    (6,164
    )
    
    
    1,797
    
    
    
    5,524Net provision credited to operations
    
    
    8,574
    
    
    
    (6,615
    )
    
    
    (5,109
    )Balance, end of period
    
    $
    43,602
    
    
    $
    41,192
    
    
    $
    46,010
  December 31, 2006
    
    
    December 31, 2005Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans
with specific
valuation
allowances
    
    $
    325
    
    
    $
    162
    
    
    $
    386
    
    
    $
    193Impaired loans
without specific
valuation
allowances
    
    
    10,319
    
    
    
    
    
    
    
    6,878
    
    
    
    Total
    
    $
    10,644
    
    
    $
    162
    
    
    $
    7,264
    
    
    $
    193
   For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Contracted interest
income
    
    $
    2,715
    
    
    $
    343
    
    
    $
    464Interest income
recognized
    
    
    (2,203
    )
    
    
    (192
    )
    
    
    (192
    )Foregone interest income
    
    $
    512
    
    
    $
    151
    
    
    $
    272
  Non-performing assets (in thousands):
 December 31,2006
    
    
    2005
    
    
    2004Non-accrual  tax certificates
    
    $
    632
    
    
    $
    388
    
    
    $
    381Non-accrual  loansResidential
    
    
    2,629
    
    
    
    5,981
    
    
    
    5,538Commercial real estate and business
    
    
    
    
    
    
    340
    
    
    
    340Small business
    
    
    244
    
    
    
    9
    
    
    
    88Lease financing
    
    
    
    
    
    
    
    
    
    
    727Consumer
    
    
    1,563
    
    
    
    471
    
    
    
    1,210Total non-accrual loans
    
    
    4,436
    
    
    
    6,801
    
    
    
    7,903Real estate owned
    
    
    21,747
    
    
    
    967
    
    
    
    692Total non-performing assets
    
    $
    26,815
    
    
    $
    8,156
    
    
    $
    8,976
 F-30




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Other potential problem loans (in thousands):
 At December 31,2006
    
    
    2005
    
    
    2004Performing impaired loans,
net of specific allowances
    
    $
    162
    
    
    $
    193
    
    
    $
    320Restructured loans
    
    
    
    
    
    
    77
    
    
    
    24Total potential problem loans
    
    $
    162
    
    
    $
    270
    
    
    $
    344
   For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Real estate acquired in
settlement of loans and
tax certificates:Operating expenses, net
    
    $
    (215
    )
    
    $
    (75
    )
    
    $
    (137
    )Provisions for losses on REO
    
    
    (9
    )
    
    
    
    
    
    
    (5
    )Net gains on sales
    
    
    1,443
    
    
    
    1,840
    
    
    
    694Total income from
real estate
acquired
    
    $
    1,219
    
    
    $
    1,765
    
    
    $
    552
 9. Accrued Interest Receivable
  December 31,2006
    
    
    2005Loans receivable
    
    $
    29,601
    
    
    $
    26,107Investment securities and
tax certificates
    
    
    13,128
    
    
    
    10,929Securities available for sale
    
    
    4,944
    
    
    
    4,454Accrued interest receivable
    
    $
    47,673
    
    
    $
    41,490
 10. Office Properties and Equipment
  December 31,2006
    
    
    2005Land
    
    $
    60,874
    
    
    $
    35,364Buildings and improvements
    
    
    127,748
    
    
    
    79,976Furniture and equipment
    
    
    96,505
    
    
    
    84,279Total
    
    
    285,127
    
    
    
    199,619Less accumulated depreciation
    
    
    65,410
    
    
    
    53,072Office properties and
equipment  net
    
    $
    219,717
    
    
    $
    146,547
  F-31




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   11. Deposits
  December 31,2006
    
    
    2005Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentInterest free checking
    
    $
    995,920
    
    
    
    25.75
    %
    
    $
    1,019,949
    
    
    
    27.18
    %Insured money fund savings2.30% at December 31, 2006,
1.76% at December 31, 2005,
    
    
    677,642
    
    
    
    17.52
    
    
    
    846,441
    
    
    
    22.56NOW accounts1.10% at December 31, 2006,
0.50% at December 31, 2005,
    
    
    779,383
    
    
    
    20.16
    
    
    
    755,708
    
    
    
    20.14Savings accounts1.10% at December 31, 2006,
0.46% at December 31, 2005,
    
    
    465,172
    
    
    
    12.03
    
    
    
    313,889
    
    
    
    8.36Total non-certificate accounts
    
    
    2,918,117
    
    
    
    75.46
    
    
    
    2,935,987
    
    
    
    78.24Certificate accounts:Less than 2.00%
    
    
    11,923
    
    
    
    0.31
    
    
    
    20,546
    
    
    
    0.552.01% to 3.00%
    
    
    16,425
    
    
    
    0.43
    
    
    
    181,589
    
    
    
    4.843.01% to 4.00%
    
    
    174,165
    
    
    
    4.50
    
    
    
    475,750
    
    
    
    12.674.01% to 5.00%
    
    
    278,934
    
    
    
    7.21
    
    
    
    130,288
    
    
    
    3.475.01% to 6.00%
    
    
    459,046
    
    
    
    11.87
    
    
    
    4,767
    
    
    
    0.136.01% to 7.00%
    
    
    2,691
    
    
    
    0.07
    
    
    
    
    
    
    
    Total certificate accounts
    
    
    943,184
    
    
    
    24.39
    
    
    
    812,940
    
    
    
    21.66Total deposit accounts
    
    
    3,861,301
    
    
    
    99.85
    
    
    
    3,748,927
    
    
    
    99.90Premium on brokered deposits
    
    
    (7
    )
    
    
    (0.00
    )
    
    
    (35
    )
    
    
    (0.00
    )Interest earned not credited
to deposit accounts
    
    
    5,742
    
    
    
    0.15
    
    
    
    3,784
    
    
    
    0.10Total
    
    $
    3,867,036
    
    
    
    100.00
    %
    
    $
    3,752,676
    
    
    
    100.00
    %
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Money fund savings and NOW accounts
    
    $
    20,413
    
    
    $
    16,592
    
    
    $
    10,860Savings accounts
    
    
    2,936
    
    
    
    909
    
    
    
    652Certificate accounts  below $100,000
    
    
    23,136
    
    
    
    12,676
    
    
    
    8,126Certificate accounts, $100,000 and
above
    
    
    13,048
    
    
    
    10,225
    
    
    
    8,873Less early withdrawal penalty
    
    
    (574
    )
    
    
    (318
    )
    
    
    (156
    )Total
    
    $
    58,959
    
    
    $
    40,084
    
    
    $
    28,355
 F-32




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ending December 31,2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    Thereafter0.00% to 2.00%
    
    $
    10,901
    
    
    $
    715
    
    
    $
    174
    
    
    $
    21
    
    
    $
    113
    
    
    $
    2.01% to 3.00%
    
    
    12,538
    
    
    
    2,834
    
    
    
    963
    
    
    
    89
    
    
    
    
    
    
    
    3.01% to 4.00%
    
    
    137,081
    
    
    
    22,636
    
    
    
    7,846
    
    
    
    4,425
    
    
    
    2,142
    
    
    
    354.01% to 5.00%
    
    
    246,796
    
    
    
    18,823
    
    
    
    9,118
    
    
    
    1,969
    
    
    
    2,177
    
    
    
    505.01% to 6.00%
    
    
    444,129
    
    
    
    13,017
    
    
    
    1,172
    
    
    
    
    
    
    
    729
    
    
    
    6.01% and greater
    
    
    2,658
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33Total
    
    $
    854,103
    
    
    $
    58,025
    
    
    $
    19,273
    
    
    $
    6,504
    
    
    $
    5,194
    
    
    $
    85
  December 31,20063 months or less
    
    $
    101,6004 to 6 months
    
    
    100,1797 to 12 months
    
    
    101,689More than 12 months
    
    
    36,654Total
    
    $
    340,122
  2006
    
    
    2005Brokered deposits
    
    $
    60,956
    
    
    $
    78,296Public deposits
    
    
    62,940
    
    
    
    63,767Total institutional
deposits
    
    $
    123,896
    
    
    $
    142,063
  F-33




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 12. Advances from Federal Home Loan Bank
 Advances from Federal Home Loan Bank (FHLB) (dollars in thousands
 Maturity Date During Year
    
    
    
    
    
    December 31Ending December 31,
    
    Interest Rate
    
    
    20062007
    
    5.32% to  5.34%
    
    $
    75,0002008
    
    5.14% to 5.67%
    
    
    15,0002010
    
    5.84% to 6.34%
    
    
    32,000Total fixed rate advances
    
    
    
    
    
    
    122,0002007
    
    5.34% to 5.40%
    
    
    1,370,0002008
    
    
    5.33
    %
    
    
    25,000Total adjustable rate advances
    
    
    
    
    
    
    1,395,000Purchase accounting fair
value adjustments
    
    
    
    
    
    
    58Total FHLB advances
    
    
    
    
    
    $
    1,517,058Average cost during period
    
    
    
    
    
    
    5.25
    %Average cost end of period
    
    
    
    
    
    
    5.36
    %
    13. Federal Funds Purchased and Treasury Borrowings
    2006
    
    2005
    
    2004Ending balance
    
    $
    32,026
    
    
    $
    139,475
    
    
    $
    105,000Maximum outstanding at any month end
within period
    
    $
    266,237
    
    
    $
    181,065
    
    
    $
    105,000Average amount outstanding during
period
    
    $
    176,237
    
    
    $
    124,605
    
    
    $
    47,661Average cost during period
    
    
    5.17
    %
    
    
    3.42
    %
    
    
    2.47
    %
 F-34




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 14. Securities Sold Under Agreements to Repurchase
   For the Years Ended December 31,2006
    
    2005
    
    2004Maximum borrowing at any month-end within
the period
    
    $
    202,607
    
    
    $
    287,088
    
    
    $
    374,824Average borrowing during the period
    
    $
    123,944
    
    
    $
    185,111
    
    
    $
    189,398Average interest cost during the period
    
    
    4.83
    %
    
    
    2.88
    %
    
    
    1.26
    %Average interest cost at end of the period
    
    
    5.17
    %
    
    
    4.10
    %
    
    
    2.16
    %
  WeightedEstimated
    
    
    
    
    
    
    AverageAmortized
    
    
    Fair
    
    
    Repurchase
    
    
    InterestCost
    
    
    Value
    
    
    Balance
    
    
    RateDecember 31, 2006(1)Mortgage-backed
securities
    
    $
    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
    %December 31, 2005(1)Mortgage-backed
securities
    
    $
    84,023
    
    
    $
    83,376
    
    
    $
    81,617
    
    
    
    4.10
    %REMIC
    
    
    37,241
    
    
    
    35,151
    
    
    
    34,409
    
    
    
    4.10Total
    
    $
    121,264
    
    
    $
    118,527
    
    
    $
    116,026
    
    
    
    4.10
    %
 
 (1)
    
    At December 31, 2006 and 2005, all securities were classified as available
for sale and were recorded at fair value in the consolidated statements of financial
condition.  F-35




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 15. Notes, Bonds, Secured Borrowings and Junior Subordinated Debentures
  Issue
    
    
    December 31,
    
    
    Interest
    
    
    MaturityDate
    
    
    2006
    
    
    2005
    
    
    Rate
    
    
    DateBorrowings:Subordinated debentures (1)
    
    
    10/29/02
    
    
    $
    22,000
    
    
    $
    22,000
    
    
    LIBOR + 3.45%
    
    
    11/7/2012Mortgage-backed bond
    
    
    3/22/02
    
    
    
    7,923
    
    
    
    8,973
    
    
    
    (2)
    
    
    
    9/30/2013Development notes
    
    
    3/22/02
    
    
    
    
    
    
    
    7,651
    
    
    Prime + 1.00%
    
    
    8/26/2006Development notes
    
    
    3/22/02
    
    
    
    
    
    
    
    468
    
    
    Prime + .75%
    
    
    5/1/2006Total borrowings
    
    
    
    
    
    
    29,923
    
    
    
    39,092Secured borrowings
    
    Various
    
    $
    
    
    
    $
    138,270
    
    
    Floating
    
    Various
 
 (1)
    
    LIBOR interest rates are indexed to 3-month LIBOR and adjust quarterly.(2)
    
    The bonds adjust semi-annually to the ten year treasury constant maturity rate minus 23 basis points.  BeginningOptionalIssue
    
    
    Outstanding
    
    
    Interest
    
    
    Maturity
    
    
    RedemptionJunior Subordinated Debentures
    
    Date
    
    
    Amount
    
    
    Rate (1)
    
    
    Date
    
    
    DateSubordinated Debentures Trust II
    
    
    3/5/2002
    
    
    $
    57,088
    
    
    
    8.50
    %
    
    
    3/31/2032
    
    
    
    3/31/2007Subordinated Debentures Trust III
    
    
    6/26/2002
    
    
    
    25,774
    
    
    LIBOR + 3.45%
    
    
    6/26/2032
    
    
    
    6/26/2007Subordinated Debentures Trust IV
    
    
    9/26/2002
    
    
    
    25,774
    
    
    LIBOR + 3.40%
    
    
    9/26/2032
    
    
    
    9/26/2007Subordinated Debentures Trust V
    
    
    9/27/2002
    
    
    
    10,310
    
    
    LIBOR + 3.40%
    
    
    9/30/2032
    
    
    
    9/27/2007Subordinated Debentures Trust VI
    
    
    12/10/2002
    
    
    
    15,450
    
    
    LIBOR + 3.35%
    
    
    12/10/2032
    
    
    
    12/10/2007Subordinated Debentures Trust VII
    
    
    12/19/2002
    
    
    
    25,774
    
    
    LIBOR + 3.25%
    
    
    12/19/2032
    
    
    
    12/19/2007Subordinated Debentures Trust
VIII
    
    
    12/19/2002
    
    
    
    15,464
    
    
    LIBOR + 3.35%
    
    
    01/07/2033
    
    
    
    12/19/2007Subordinated Debentures Trust IX
    
    
    12/19/2002
    
    
    
    10,310
    
    
    LIBOR + 3.35%
    
    
    01/07/2033
    
    
    
    12/19/2007Subordinated Debentures Trust X
    
    
    3/26/2003
    
    
    
    51,548
    
    
    
    6.40 (2
    )%
    
    
    3/26/2033
    
    
    
    3/26/2008Subordinated Debentures Trust XI
    
    
    4/10/2003
    
    
    
    10,310
    
    
    
    6.45(2
    )%
    
    
    4/24/2033
    
    
    
    4/24/2008Subordinated Debentures Trust XII
    
    
    3/27/2003
    
    
    
    15,464
    
    
    
    6.65(2
    )%
    
    
    4/07/2033
    
    
    
    4/07/2008Total Subordinated Debentures
    
    
    
    
    
    $
    263,266
 
 (1)
    
    LIBOR interest rates are indexed to 3-month LIBOR and adjust quarterly.(2)
    
    Adjusts to floating LIBOR rate five years from the issue date.   Junior Subordinated Debentures:
  F-36




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  BankAtlantic Bancorp:
 Revolving Credit Facilities
  BankAtlantic:
    Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities,
 F-37




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Indentures
  16. Restricted Stock, Common Stock and Common Stock Option Plans
 Issuance and Redemption of Class A Common Stock
   BankAtlantic Bancorp Restricted Stock and Stock Option Plans:
 Stock Option PlansMaximum
    
    Shares
    
    Class of
    
    Vesting
    
    Type ofTerm
    
    Authorized (3)
    
    Stock
    
    Requirements
    
    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 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. F-38




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Share-Based Compensation:
  Income from continuing operations
before income tax
    
    $
    (3,931
    )Benefit from income tax
    
    
    821Income from continuing operations
    
    
    (3,110
    )Discontinued operations net of tax benefit
of $273
    
    
    (390
    )Net income
    
    $
    (3,500
    )Basic earnings per share from
continuing operations
    
    $
    (0.05
    )Diluted earnings per share from
continuing operations
    
    $
    (0.05
    )
  (in thousands, except share data)
    
    2005
    
    
    2004Pro forma net incomeNet income, as reported
    
    $
    59,182
    
    
    $
    70,768Add: Stock-based employee compensation
expense included in reported net
income,
net of related income tax effects
    
    
    239
    
    
    
    177Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related income tax effects
    
    
    (2,531
    )
    
    
    (1,973
    )Pro forma net income
    
    $
    56,890
    
    
    $
    68,972Earnings per share:Basic as reported
    
    $
    0.98
    
    
    $
    1.19Basic pro forma
    
    $
    0.94
    
    
    $
    1.16Diluted as reported
    
    $
    0.92
    
    
    $
    1.11Diluted pro forma
    
    $
    0.89
    
    
    $
    1.09
  F-39




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Class A
    
    
    WeightedNonvested
    
    
    AverageRestricted
    
    
    Grant dateStock
    
    
    Fair ValueOutstanding at
December 31, 2003
    
    
    183,287
    
    
    $
    7.38Vested
    
    
    (19,500
    )
    
    
    7.17Forfeited
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    Outstanding at
December 31, 2004
    
    
    163,787
    
    
    $
    7.40Vested
    
    
    (40,421
    )
    
    
    8.10Forfeited
    
    
    
    
    
    
    Granted
    
    
    9,268
    
    
    
    18.88Outstanding at
December 31, 2005
    
    
    132,634
    
    
    $
    8.75Vested
    
    
    (34,826
    )
    
    
    11.12Forfeited
    
    
    
    
    
    
    Granted
    
    
    31,389
    
    
    
    14.74Outstanding at
December 31, 2006
    
    
    129,197
    
    
    $
    8.79
   F-40




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Weighted Average2006
    
    2005
    
    2004Expected volatility
    
    
    31.00-32.00
    %
    
    
    31.00
    %
    
    
    41.00
    %Volatility
    
    
    31.44
    %
    
    
    31.00
    %
    
    
    41.00
    %Expected dividends
    
    
    1.03
    %
    
    
    0.76
    %
    
    
    0.73
    %Expected term (in
years)
    
    
    7.45
    
    
    
    7.00
    
    
    
    7.00Risk-free rate
    
    
    5.19
    %
    
    
    4.10
    %
    
    
    4.32
    %
  WeightedWeighted
    
    
    AverageClass A
    
    
    Average
    
    
    Remaining
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Contractual Term
    
    
    IntrinsicOptions
    
    
    Price
    
    
    (in years)
    
    
    Value ($000)Outstanding at December 31, 2003
    
    
    6,938,220
    
    
    $
    4.62Exercised
    
    
    (1,461,678
    )
    
    
    2.56Forfeited
    
    
    (77,797
    )
    
    
    8.15Expired
    
    
    
    
    
    
    Granted
    
    
    776,100
    
    
    
    18.20Outstanding 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
    
    
    
    6.4
    
    
    $
    13,222Exercisable at December 31, 2006
    
    
    1,248,778
    
    
    $
    4.94
    
    
    
    3.05
    
    
    $
    11,083Available for grant at December
31, 2006
    
    
    4,254,717
   F-41




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 17. Income Taxes
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Continuing operations
    
    $
    7,097
    
    
    $
    23,403
    
    
    $
    28,222Discontinued operations
    
    
    (8,001
    )
    
    
    10,095
    
    
    
    11,688Total (benefit) provision
for income taxes
    
    $
    (904
    )
    
    $
    33,498
    
    
    $
    39,910Continuing operations:Current:Federal
    
    $
    6,161
    
    
    $
    20,407
    
    
    $
    18,585State
    
    
    (197
    )
    
    
    2,675
    
    
    
    1,701$
    5,964
    
    
    $
    23,082
    
    
    $
    20,286Deferred:Federal
    
    $
    674
    
    
    $
    271
    
    
    $
    7,803State
    
    
    459
    
    
    
    50
    
    
    
    1331,133
    
    
    
    321
    
    
    
    7,936Provision for income taxes
    
    $
    7,097
    
    
    $
    23,403
    
    
    $
    28,222
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Income tax provision at expected
federal income tax rate of 35%
    
    $
    11,892
    
    
    
    35.00
    %
    
    $
    23,075
    
    
    
    35.00
    %
    
    $
    28,527
    
    
    
    35.00
    %Increase (decrease) resulting from:Tax -exempt income
    
    
    (4,621
    )
    
    
    (13.60
    )
    
    
    (4,540
    )
    
    
    (6.89
    )
    
    
    (1,248
    )
    
    
    (1.53
    )Provision for State income taxes,
net of federal benefit
    
    
    170
    
    
    
    0.50
    
    
    
    1,772
    
    
    
    2.69
    
    
    
    1,192
    
    
    
    1.46Change in State income tax
valuation allowances
    
    
    1,269
    
    
    
    3.74
    
    
    
    777
    
    
    
    1.18
    
    
    
    94
    
    
    
    0.12Low income housing tax credits
    
    
    (721
    )
    
    
    (2.12
    )
    
    
    (549
    )
    
    
    (0.83
    )
    
    
    (468
    )
    
    
    (0.57
    )Non-deductible fines and
penalties
    
    
    
    
    
    
    
    
    
    
    3,500
    
    
    
    5.31
    
    
    
    
    
    
    
    Other  net
    
    
    (892
    )
    
    
    (2.63
    )
    
    
    (632
    )
    
    
    (0.96
    )
    
    
    125
    
    
    
    0.13Provision for income taxes
    
    $
    7,097
    
    
    
    20.89
    %
    
    $
    23,403
    
    
    
    35.50
    %
    
    $
    28,222
    
    
    
    34.61
    %
 F-42




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Deferred tax assets:Allowance for loans, REO, tax certificate losses and write-downs, for
financial statement purposes
    
    $
    20,317
    
    
    $
    19,978
    
    
    $
    20,752Federal and State net operating loss carry forward
    
    
    5,421
    
    
    
    3,609
    
    
    
    2,722Compensation expensed for books and deferred for tax purposes
    
    
    13,099
    
    
    
    10,225
    
    
    
    4,746Real estate held for development and sale capitalized costs for tax
purposes
in excess of amounts capitalized for financial statement purposes
    
    
    374
    
    
    
    1,135
    
    
    
    1,078Accumulated other comprehensive income
    
    
    896
    
    
    
    4,057
    
    
    
    606Share based compensation
    
    
    827Other
    
    
    3,344
    
    
    
    1,930
    
    
    
    1,397Total gross deferred tax assets
    
    
    44,278
    
    
    
    40,934
    
    
    
    31,301Less valuation allowance
    
    
    (4,610
    )
    
    
    (3,341)
    
    
    
    (2,564
    )Total deferred tax assets
    
    
    39,668
    
    
    
    37,593
    
    
    
    28,737Deferred tax liabilities:Deferred loan income
    
    
    1,956
    
    
    
    1,452
    
    
    
    1,190Purchase accounting adjustments for bank acquisitions
    
    
    1,929
    
    
    
    2,219
    
    
    
    1,920Prepaid pension expense
    
    
    2,438
    
    
    
    2,454
    
    
    
    2,517Depreciation for tax greater than book
    
    
    2,685
    
    
    
    665
    
    
    
    1,146Securities owned recorded at fair value for books and historical
cost for tax purposes
    
    
    188
    
    
    
    931
    
    
    
    1,216Other
    
    
    468
    
    
    
    257
    
    
    
    479Total gross deferred tax liabilities
    
    
    9,664
    
    
    
    7,978
    
    
    
    8,468Net deferred tax asset
    
    
    30,004
    
    
    
    29,615
    
    
    
    20,269Less net deferred tax asset at beginning of period
    
    
    (29,615
    )
    
    
    (20,269
    )
    
    
    (22,999
    )Increase (decrease) in accumulated other comprehensive income
    
    
    3,161
    
    
    
    (3,451
    )
    
    
    (3,903
    )Benefit (provision) for deferred income taxes
    
    
    3,550
    
    
    
    5,895
    
    
    
    (6,633
    )(Provision) for deferred income taxes  discontinued operations
    
    
    (4,683
    )
    
    
    (6,216
    )
    
    
    (1,303
    )(Provision) for deferred income taxes  continuing operations
    
    $
    (1,133
    )
    
    $
    (321
    )
    
    $
    (7,936
    )
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Balance, beginning of period
    
    $
    3,341
    
    
    $
    2,564
    
    
    $
    2,470Increase (reduction) in State
deferred tax valuation
allowance
    
    
    1,269
    
    
    
    777
    
    
    
    94Balance, end of period
    
    $
    4,610
    
    
    $
    3,341
    
    
    $
    2,564
  F-43




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   18. Employee Benefit Plans
 Defined Benefit Pension Plan
   December 31,2006
    
    
    2005Projected benefit obligation at the
beginning of the year
    
    $
    29,381
    
    
    $
    26,234Interest cost
    
    
    1,624
    
    
    
    1,565Actuarial loss (gain)
    
    
    (557
    )
    
    
    2,361Benefits paid
    
    
    (828
    )
    
    
    (779
    )Projected benefit obligation at end of year
    
    $
    29,620
    
    
    $
    29,381
 December 31,2006
    
    
    2005Fair value of Plan assets at the beginning of
year
    
    $
    26,151
    
    
    $
    25,097Actual return on Plan assets
    
    
    3,303
    
    
    
    1,833Employer contribution
    
    
    
    
    
    
    Benefits paid
    
    
    (828
    )
    
    
    (779
    )Fair value of Plan assets as of actuarial date
    
    $
    28,626
    
    
    $
    26,151
 F-44




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 December 31,2006
    
    
    2005Actuarial present value of projected benefit
obligation for service rendered to date
    
    $
    (29,620
    )
    
    $
    (29,381
    )Plan assets at fair value as of the actuarial date
    
    
    28,626
    
    
    
    26,151Unfunded accumulated benefit obligation (1)
    
    
    (994
    )
    
    
    (3,230
    )Unrecognized net loss from past experience
different from
that assumed and effects of changes in assumptions
    
    
    7,315
    
    
    
    9,917Prepaid pension cost (2)
    
    $
    6,321
    
    
    $
    6,687
 
 (1)
    
    The measurement date for the projected benefit obligation was December 31, 2006
and 2005. The unfunded accumulated benefit obligation was recorded in other
liabilities in the Companys consolidated statement of financial condition.(2)
    
    The prepaid pension cost was reversed into other comprehensive income and a
minimum pension liability was recorded for the unfunded accumulated benefit obligation
at December 31, 2005.  December 31,2006
    
    
    2005Net periodic pension expense
    
    $
    367
    
    
    $
    163Change in minimum pension liability
    
    
    2,236
    
    
    
    (2,094
    )Change in deferred tax assets
    
    
    (1,204
    )
    
    
    942Increase (decrease) in other
comprehensive income
    
    $
    1,399
    
    
    $
    (989
    )
  For the Years Ended2006
    
    
    2005
    
    
    2004Interest cost on projected benefit obligation
    
    $
    1,624
    
    
    $
    1,565
    
    
    $
    1,508Expected return on plan assets
    
    
    (2,190
    )
    
    
    (2,100
    )
    
    
    (1,998
    )Amortization of unrecognized net gains and
losses
    
    
    933
    
    
    
    698
    
    
    
    723Net periodic pension expense (1)
    
    $
    367
    
    
    $
    163
    
    
    $
    233
 
 (1)
    
    Periodic pension expense is included as an increase in compensation expense.   For the Years EndedDecember 31,2006
    
    2005
    
    2004Weighted average discount rate
    
    
    5.75
    %
    
    
    5.50
    %
    
    
    6.00
    %Rate of increase in future
compensation levels
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExpected long-term rate of return
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
    %
 F-45




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Plan AssetsAt December 31,2006
    
    2005Equity securities
    
    
    74.66
    %
    
    
    76.19
    %Debt securities
    
    
    20.87
    
    
    
    20.54Cash
    
    
    4.47
    
    
    
    3.27Total
    
    
    100.00
    %
    
    
    100.00
    %
    PensionExpected Future Service
    
    Benefits2007
    
    $
    9382008
    
    
    1,0082009
    
    
    1,2122010
    
    
    1,4152011
    
    
    1,433Years 2012-2016
    
    
    8,330
 F-46




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Defined Contribution 401(k) Plan
  For the Years Ended December 31,2006
    
    2005
    
    2004Employee salary contribution
limit (1)
    
    $
    15
    
    
    $
    14
    
    
    $
    13Percentage of salary limitation
    
    
    75
    %
    
    
    75
    %
    
    
    75
    %Total match contribution (2)
    
    $
    2,461
    
    
    $
    2,037
    
    
    $
    1,790Vesting of employer match
    
    Immediate
    
    Immediate
    
    Immediate
 
 (1)
    
    For the 2006, 2005 and 2004 plan year, employees over the age of 50 were entitled to
contribute $20,000, $18,000 and $16,000, 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
  19. Commitments and Contingencies
  Year Ending December 31,
    
    Amount2007
    
    $
    8,6672008
    
    
    8,8822009
    
    
    7,6092010
    
    
    6,5782011
    
    
    5,502Thereafter
    
    
    51,078Total
    
    $
    88,316
 For the Years EndedDecember 31,2006
    
    
    2005
    
    
    2004Rental expense for
premises and
equipment
    
    $
    10,337
    
    
    $
    6,611
    
    
    $
    5,646
  F-47




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31,2006
    
    2005Commitments to sell fixed rate residential loans
    
    $
    30,696
    
    
    $
    13,634Commitments to sell variable rate residential loans
    
    
    2,921
    
    
    
    4,438Commitments to purchase variable rate residential
loans
    
    
    69,525
    
    
    
    6,689Commitments to originate loans held for sale
    
    
    26,346
    
    
    
    16,220Commitments to originate loans held to maturity
    
    
    223,060
    
    
    
    311,081Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    890,036
    
    
    
    1,151,054Commitments to purchase branch facilities land
    
    
    11,180
    
    
    
    5,334Standby letters of credit
    
    
    67,831
    
    
    
    67,868Commercial lines of credit
    
    
    86,992
    
    
    
    119,639
      F-48




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  20. Regulatory Matters
     For Capital
    
    To Be ConsideredActual
    
    Adequacy Purposes
    
    Well CapitalizedAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioAs 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
    %As of December 31, 2005:Total risk-based capital
    
    $
    512,664
    
    
    
    11.50
    %
    
    $
    356,526
    
    
    
    8.00
    %
    
    $
    445,657
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    446,419
    
    
    
    10.02
    %
    
    $
    178,263
    
    
    
    4.00
    %
    
    $
    267,394
    
    
    
    6.00
    %Tangible capital
    
    $
    446,419
    
    
    
    7.42
    %
    
    $
    90,235
    
    
    
    1.50
    %
    
    $
    90,235
    
    
    
    1.50
    %Core capital
    
    $
    446,419
    
    
    
    7.42
    %
    
    $
    240,627
    
    
    
    4.00
    %
    
    $
    300,784
    
    
    
    5.00
    %
 21. Legal Proceedings
  F-49




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 22. Parent Company Financial Information
  CONDENSED STATEMENTS OF FINANCIAL CONDITION
 December 31,2006
    
    
    2005ASSETSCash deposited at BankAtlantic
    
    $
    4,738
    
    
    $
    5,695Short term investments
    
    
    5,145
    
    
    
    3,818Investment securities
    
    
    98,187
    
    
    
    102,431Investment in BankAtlantic
    
    
    565,948
    
    
    
    544,729Investment in Ryan Beck
    
    
    95,519
    
    
    
    106,348Current income tax receivable  BankAtlantic
    
    
    9,717
    
    
    
    4,954Investment in unconsolidated subsidiaries
    
    
    12,016
    
    
    
    12,528Due from BankAtlantic
    
    
    677
    
    
    
    Other assets
    
    
    4,682
    
    
    
    5,736Total assets
    
    $
    796,629
    
    
    $
    786,239LIABILITIES AND STOCKHOLDERS EQUITYDue to BankAtlantic
    
    
    
    
    
    
    157Junior subordinated debentures
    
    
    263,266
    
    
    
    263,266Other liabilities
    
    
    8,381
    
    
    
    6,480Total liabilities
    
    
    271,647
    
    
    
    269,903Stockholders equity
    
    
    524,982
    
    
    
    516,336Total liabilities and stockholders equity
    
    $
    796,629
    
    
    $
    786,239
 F-50




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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 31,2006
    
    
    2005
    
    
    2004Dividends from BankAtlantic
    
    $
    20,000
    
    
    $
    20,000
    
    
    $
    15,000Interest income from related parties
    
    
    220
    
    
    
    719
    
    
    
    1,751Interest income on investments
    
    
    2,227
    
    
    
    1,538
    
    
    
    756Total interest income and dividends
    
    
    22,447
    
    
    
    22,257
    
    
    
    17,507Interest expense on debentures and other borrowings
    
    
    21,933
    
    
    
    19,347
    
    
    
    16,958Net interest income
    
    
    514
    
    
    
    2,910
    
    
    
    549Securities activity, net
    
    
    9,156
    
    
    
    731
    
    
    
    3,693Litigation settlement
    
    
    
    
    
    
    
    
    
    
    22,840Income from unconsolidated subsidiaries
    
    
    1,634
    
    
    
    621
    
    
    
    485Service fees from subsidiaries and related parties
    
    
    23
    
    
    
    1,172
    
    
    
    552Total non-interest income
    
    
    10,813
    
    
    
    2,524
    
    
    
    27,570Employee compensation and benefits
    
    
    4,705
    
    
    
    4,047
    
    
    
    3,042Advertising and promotion
    
    
    408
    
    
    
    422
    
    
    
    289Professional fees
    
    
    637
    
    
    
    1,179
    
    
    
    1,145Other expenses
    
    
    1,028
    
    
    
    515
    
    
    
    1,205Total non-interest expense
    
    
    6,778
    
    
    
    6,163
    
    
    
    5,681Income (loss) from continuing operations before
taxes
    
    
    4,549
    
    
    
    (729
    )
    
    
    22,438Income tax (benefit) provision
    
    
    (6,008
    )
    
    
    (7,435
    )
    
    
    2,693Income from continuing operations
    
    
    10,557
    
    
    
    6,706
    
    
    
    19,745Discontinued operations, net of tax of $2,003
    
    
    
    
    
    
    
    
    
    
    2,997Income before undistributed earnings of subsidiaries
    
    
    10,557
    
    
    
    6,706
    
    
    
    22,742Equity in income from BankAtlantic
    
    
    16,322
    
    
    
    35,820
    
    
    
    33,541Equity in subsidiaries discontinued
operations, net of tax (benefit)
of ($8,001), $10,095 and $9,685
    
    
    (11,492
    )
    
    
    16,656
    
    
    
    14,485Net income
    
    $
    15,387
    
    
    $
    59,182
    
    
    $
    70,768
 F-51




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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)
    
    2006
    
    
    2005
    
    
    2004Operating activities:Income from continuing operations
    
    $
    26,879
    
    
    $
    42,526
    
    
    $
    53,285Income from discontinued operations
    
    
    (11,492
    )
    
    
    16,656
    
    
    
    17,483Adjustment to reconcile net income to net cash
provided
by operating activities:Equity in net undistributed earnings of BankAtlantic
and other subsidiaries
    
    
    (4,831
    )
    
    
    (52,475
    )
    
    
    (46,023
    )Share-based compensation expense
    
    
    1,256
    
    
    
    
    
    
    
    Tax benefits from share-based compensation
    
    
    (3,719
    )
    
    
    
    
    
    
    Amortization and accretion, net
    
    
    793
    
    
    
    868
    
    
    
    804Gains on securities activities
    
    
    (9,156
    )
    
    
    (731
    )
    
    
    (3,693
    )Litigation settlement
    
    
    
    
    
    
    
    
    
    
    (22,840
    )Increase in other liabilities
    
    
    5,075
    
    
    
    5,730
    
    
    
    6,982Changes in due from BankAtlantic
    
    
    (834
    )
    
    
    31
    
    
    
    1,282(Increase) decrease in deferred tax asset
    
    
    (249
    )
    
    
    (32
    )
    
    
    6,569(Increase) decrease in other assets
    
    
    (4,521
    )
    
    
    (1,522
    )
    
    
    (610
    )Net cash (used in) provided by operating activities
    
    
    (799
    )
    
    
    11,051
    
    
    
    13,239Investing activities:Repayments of loans to subsidiaries
    
    
    
    
    
    
    38,000
    
    
    
    5,500Distributions from unconsolidated subsidiaries
    
    
    4,613
    
    
    
    
    
    
    
    Investments in unconsolidated subsidiaries, net
    
    
    (4,081
    )
    
    
    (4,618
    )
    
    
    Purchase of securities
    
    
    (62,915
    )
    
    
    (128,055
    )
    
    
    (128,708
    )Proceeds from sales of securities
    
    
    78,582
    
    
    
    84,309
    
    
    
    116,064Net cash provided by (used in) investing activities
    
    
    16,199
    
    
    
    (10,364
    )
    
    
    (7,144
    )Financing activities:Issuance of common stock
    
    
    1,479
    
    
    
    1,179
    
    
    
    2,334Retirement 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
    )
    
    
    (2,946
    )Purchase and retirement of Class A common stock
    
    
    (7,833
    )
    
    
    
    
    
    
    Retirement of subsidiary common stock
    
    
    
    
    
    
    (491
    )
    
    
    Purchase of subsidiary common stock
    
    
    
    
    
    
    491
    
    
    
    Common stock dividends paid
    
    
    (9,678
    )
    
    
    (8,858
    )
    
    
    (8,124
    )Excess tax benefits from share-based compensation
    
    
    3,719
    
    
    
    
    
    
    
    Repayments of notes payable
    
    
    
    
    
    
    (100
    )
    
    
    Net cash used in financing activities
    
    
    (15,030
    )
    
    
    (11,298
    )
    
    
    (8,736
    )Increase (decrease) in cash and cash equivalents
    
    
    370
    
    
    
    (10,611
    )
    
    
    (2,641
    )Cash and cash equivalents at beginning of period
    
    
    9,513
    
    
    
    20,124
    
    
    
    22,765Cash and cash equivalents at end of period
    
    $
    9,883
    
    
    $
    9,513
    
    
    $
    20,124
  F-52




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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)
    
    2006
    
    
    2005
    
    
    2004Cash paid for:Interest
    
    $
    22,707
    
    
    $
    19,211
    
    
    $
    16,902Supplementary 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
    
    
    
    1,149
    
    
    
    1,405Increase in equity for the tax effect related to the exercise
of stock options
    
    
    
    
    
    
    4,538
    
    
    
    6,610Increase (decrease) in stockholders equity from other
comprehensive income
    
    
    5,157
    
    
    
    (5,343
    )
    
    
    (6,948
    )Reduction in stockholders equity from the retirement of
Class A common stock obtained from litigation settlement
    
    
    
    
    
    
    
    
    
    
    6,058
 F-53




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 23. Selected Quarterly Results
  First
    
    
    First
    
    
    Second
    
    
    Second2006
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(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 earnings per share
from discontinued operations
    
    
    (0.03
    )
    
    
    (0.03
    )
    
    
    (0.04
    )
    
    
    (0.04
    )Basic earnings per share
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.13
    
    
    $
    0.13Diluted earnings per share
from continuing operations
    
    $
    0.13
    
    
    $
    0.13
    
    
    $
    0.17
    
    
    $
    0.17Diluted earnings 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-54




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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
    
    
    Total (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 (recovery from)
loan losses
    
    
    271
    
    
    
    271
    
    
    
    8,160
    
    
    
    8,574Net interest income after
provision for loan losses
    
    
    49,717
    
    
    
    49,717
    
    
    
    40,992
    
    
    
    191,546Income 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 earnings per share
from discontinued operations
    
    
    (0.08
    )
    
    
    (0.08
    )
    
    
    (0.05
    )
    
    
    (0.19
    )Basic earnings per share
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    (0.03
    )
    
    $
    0.25Diluted earnings per share
from continuing operations
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.02
    
    
    $
    0.43Diluted earnings per share
from discontinued operations
    
    
    (0.08
    )
    
    
    (0.08
    )
    
    
    (0.05
    )
    
    
    (0.18
    )Diluted earnings 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
Notes 2 Cumulative-Effect Adjustment for Quantifying Financial
Statement Misstatements for a discussion of the adoption of SAB
No. 108 and descriptions of the misstatements.    F-55




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 First
    
    
    Second
    
    
    Third
    
    
    Fourth2005
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    TotalInterest income
    
    $
    81,401
    
    
    $
    87,052
    
    
    $
    89,173
    
    
    $
    88,268
    
    
    $
    345,894Interest expense
    
    
    30,948
    
    
    
    35,178
    
    
    
    37,692
    
    
    
    38,091
    
    
    
    141,909Net interest income
    
    
    50,453
    
    
    
    51,874
    
    
    
    51,481
    
    
    
    50,177
    
    
    
    203,985Provision for (recovery from)
loan losses
    
    
    (3,916
    )
    
    
    820
    
    
    
    (3,410
    )
    
    
    (109
    )
    
    
    (6,615
    )Net interest income after
provision for loan losses
    
    
    54,369
    
    
    
    51,054
    
    
    
    54,891
    
    
    
    50,286
    
    
    
    210,600Income before taxes
    
    
    26,133
    
    
    
    16,627
    
    
    
    22,989
    
    
    
    180
    
    
    
    65,929Income from continuing operations
    
    
    17,348
    
    
    
    11,506
    
    
    
    15,837
    
    
    
    (2,165
    )
    
    
    42,526Discontinued operations, net of
taxes
    
    
    2,530
    
    
    
    13,031
    
    
    
    423
    
    
    
    672
    
    
    
    16,656Net income (loss)
    
    $
    19,878
    
    
    $
    24,537
    
    
    $
    16,260
    
    
    $
    (1,493
    )
    
    $
    59,182Basic earnings per share
from continuing operations
    
    $
    0.29
    
    
    $
    0.19
    
    
    $
    0.26
    
    
    $
    (0.04
    )
    
    $
    0.70Basic earnings per share
from discontinued operations
    
    
    0.04
    
    
    
    0.22
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.28Basic earnings per share
    
    $
    0.33
    
    
    $
    0.41
    
    
    $
    0.27
    
    
    $
    (0.03
    )
    
    $
    0.98Diluted earnings per share
from continuing operations
    
    $
    0.27
    
    
    $
    0.18
    
    
    $
    0.25
    
    
    $
    (0.04
    )
    
    $
    0.67Diluted earnings per share
from discontinued operations
    
    
    0.04
    
    
    
    0.20
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.25Diluted earnings per share
    
    $
    0.31
    
    
    $
    0.38
    
    
    $
    0.26
    
    
    $
    (0.03
    )
    
    $
    0.92Basic weighted average number
of common shares outstanding
    
    
    60,071,605
    
    
    
    60,452,710
    
    
    
    60,555,158
    
    
    
    60,617,538
    
    
    
    60,426,107Diluted weighted average number
of common shares outstanding
    
    
    63,206,870
    
    
    
    63,161,289
    
    
    
    63,193,131
    
    
    
    62,898,413
    
    
    
    63,119,531
     F-56




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 24. Estimated Fair Value of Financial Instruments
              F-57




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31, 2006
    
    December 31, 2005Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    138,904
    
    
    $
    138,904
    
    
    $
    164,895
    
    
    $
    164,895Securities available for sale
    
    
    651,316
    
    
    
    651,316
    
    
    
    674,544
    
    
    
    674,544Investment securities held to maturity
    
    
    206,682
    
    
    
    209,020
    
    
    
    200,718
    
    
    
    200,396Tax certificates
    
    
    195,391
    
    
    
    195,391
    
    
    
    163,726
    
    
    
    163,726Federal home loan bank stock
    
    
    80,217
    
    
    
    80,217
    
    
    
    69,931
    
    
    
    69,931Loans receivable including loans held
for sale, net
    
    
    4,595,920
    
    
    
    4,558,573
    
    
    
    4,621,412
    
    
    
    4,594,849Financial liabilities:Deposits
    
    $
    3,867,036
    
    
    $
    3,872,703
    
    
    $
    3,752,676
    
    
    $
    3,755,089Short term borrowings
    
    
    133,958
    
    
    
    133,958
    
    
    
    255,501
    
    
    
    255,501Advances from FHLB
    
    
    1,517,058
    
    
    
    1,507,264
    
    
    
    1,283,532
    
    
    
    1,288,012Secured borrowings
    
    
    
    
    
    
    
    
    
    
    138,270
    
    
    
    138,270Subordinated debentures and notes payable
    
    
    29,923
    
    
    
    29,713
    
    
    
    39,092
    
    
    
    37,815Junior subordinated debentures
    
    
    263,266
    
    
    
    263,421
    
    
    
    263,266
    
    
    
    260,510
  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 31,2006
    
    
    2005
    
    
    2004Basic earnings per shareNumerator:Income from continuing
operations
    
    $
    26,879
    
    
    $
    42,526
    
    
    $
    53,285Discontinued operations
    
    
    (11,492
    )
    
    
    16,656
    
    
    
    17,483Net income
    
    $
    15,387
    
    
    $
    59,182
    
    
    $
    70,768Denominator:Basic weighted average number of
common shares outstanding
    
    
    61,095,458
    
    
    
    60,426,107
    
    
    
    59,525,532Basic earnings per share from:Continuing operations
    
    $
    0.44
    
    
    $
    0.70
    
    
    $
    0.90Discontinued operations
    
    
    (0.19
    )
    
    
    0.28
    
    
    
    0.29Basic earnings per share
    
    $
    0.25
    
    
    $
    0.98
    
    
    $
    1.19
 For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Diluted earnings per shareNumerator:Income from continuing operations
    
    $
    26,879
    
    
    $
    42,526
    
    
    $
    53,285Discontinued operations
    
    
    (11,492
    )
    
    
    16,656
    
    
    
    17,483Subsidiary stock options
    
    
    
    
    
    
    (834
    )
    
    
    (668
    )Income available after assumed
conversion
    
    
    15,387
    
    
    $
    58,348
    
    
    $
    70,100Denominator:Basic weighted average number of
common shares outstanding
    
    
    61,095,458
    
    
    
    60,426,107
    
    
    
    59,525,532Stock-based compensation
    
    
    1,467,743
    
    
    
    2,693,424
    
    
    
    3,530,903Diluted weighted average shares
outstanding
    
    
    62,563,201
    
    
    
    63,119,531
    
    
    
    63,056,435Diluted earnings per share from:Continuing operations
    
    $
    0.43
    
    
    $
    0.67
    
    
    $
    0.85Discontinued operations
    
    
    (0.18
    )
    
    
    0.25
    
    
    
    0.26Diluted earnings per share
    
    $
    0.25
    
    
    $
    0.92
    
    
    $
    1.11
  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 31,2006
    
    
    2005Land and land
development costs
    
    $
    12,797
    
    
    $
    9,921Construction costs
    
    
    7,323
    
    
    
    8,264Other costs
    
    
    5,213
    
    
    
    2,992Total
    
    $
    25,333
    
    
    $
    21,177
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Sales of real estate
    
    $
    7,613
    
    
    $
    25,762
    
    
    $
    9,242Cost of sales on real estate
    
    
    8,595
    
    
    
    21,282
    
    
    
    6,837(Loss) income from real
estate operations
    
    $
    (982
    )
    
    $
    4,480
    
    
    $
    2,405
   27. Investments in Unconsolidated Subsidiaries
  As of December 31,2006
    
    
    2005Statutory business trusts
    
    $
    7,910
    
    
    $
    7,910Rental real estate joint venture
    
    
    7,159
    
    
    
    4,554Total investments in
unconsolidated subsidiaries
    
    $
    15,069
    
    
    $
    12,464
  For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Equity in rental real estate joint
venture earnings
    
    $
    1,040
    
    
    $
    65
    
    
    $
    Equity in statutory trusts earnings
    
    
    627
    
    
    
    556
    
    
    
    485Income from unconsolidated subsidiaries
    
    $
    1,667
    
    
    $
    621
    
    
    $
    485
  F-60




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     December 31,2006
    
    
    2005Statement of Financial ConditionJunior subordinated debentures
    
    $
    263,266
    
    
    $
    263,266Other assets
    
    
    918
    
    
    
    820Total Assets
    
    $
    264,184
    
    
    $
    264,086Trust preferred securities
    
    $
    255,375
    
    
    $
    255,375Other liabilities
    
    
    899
    
    
    
    801Total Liabilities
    
    
    256,274
    
    
    
    256,176Common securities
    
    
    7,910
    
    
    
    7,910Total Liabilities and Equity
    
    $
    264,184
    
    
    $
    264,086
 For the Years EndedDecember 31,2006
    
    
    2005
    
    
    2004Statement of OperationsInterest income from
subordinated
debentures
    
    $
    20,913
    
    
    $
    18,538
    
    
    $
    16,161Interest expense
    
    
    (20,286
    )
    
    
    (17,982
    )
    
    
    (15,676
    )Net income
    
    $
    627
    
    
    $
    556
    
    
    $
    485
 28. Related Parties
   F-61




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  AmountNon-interest income:Other  office facilities
    
    $
    380Non-interest expense:Employee compensation
benefits
    
    
    (270
    )Other non-interest expense
    
    
    (958
    )Net effect of affiliate transactions
before income taxes
    
    $
    (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
 For the Year Ended December 31, 2004(in thousands)
    
    BFC
    
    
    Levitt
    
    
    TotalInvestment banking
fees
    
    $
    280
    
    
    $
    
    
    
    $
    280Service fees
    
    
    74
    
    
    
    555
    
    
    
    629Office overhead
    
    
    50
    
    
    
    49
    
    
    
    99Total
    
    $
    404
    
    
    $
    604
    
    
    $
    1,008
   Class A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    306,598
    
    
    $
    10.48Options nonvested
    
    
    245,143
    
    
    $
    11.39
 F-62




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      For the Year Ended December 31, 2005(in thousands)
    
    Levitt
    
    
    Bluegreen
    
    
    TotalProperty
development
    
    $
    438
    
    
    $
    
    
    
    $
    438Risk management
    
    
    
    
    
    
    218
    
    
    
    218Total
    
    $
    438
    
    
    $
    218
    
    
    $
    656
 For the Year Ended December 31, 2004(in thousands)
    
    Levitt
    
    
    Bluegreen
    
    
    TotalProperty
development
    
    $
    40
    
    
    $
    
    
    
    $
    40Risk management
    
    
    
    
    
    
    100
    
    
    
    100Total
    
    $
    40
    
    
    $
    100
    
    
    $
    140
     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, and financing
activities
   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
    )
    
    
    
    
    
    
    33,976Provision 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
 F-65




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 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
    )
    
    
    
    
    
    
    65,929Provision for income taxes
    
    
    (30,838
    )
    
    
    7,435
    
    
    
    
    
    
    
    (23,403
    )Segment net income (loss)
    
    $
    55,820
    
    
    $
    (13,294
    )
    
    $
    
    
    
    $
    42,526Total assets (1)
    
    $
    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
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2004Interest income
    
    $
    246,856
    
    
    $
    2,507
    
    
    $
    (159
    )
    
    $
    249,204Interest expense
    
    
    (69,998
    )
    
    
    (16,958
    )
    
    
    158
    
    
    
    (86,798
    )Recovery from loan losses
    
    
    5,109
    
    
    
    
    
    
    
    
    
    
    
    5,109Non-interest income
    
    
    85,724
    
    
    
    27,530
    
    
    
    (269
    )
    
    
    112,985Non-interest expense
    
    
    (193,621
    )
    
    
    (5,642
    )
    
    
    270
    
    
    
    (198,993
    )Segments profits and losses
before income taxes
    
    
    74,070
    
    
    
    7,437
    
    
    
    
    
    
    
    81,507Provision for income taxes
    
    
    (25,530
    )
    
    
    (2,692
    )
    
    
    
    
    
    
    (28,222
    )Segment net income (loss)
    
    $
    48,540
    
    
    $
    4,745
    
    
    $
    
    
    
    $
    53,285Total assets (1)
    
    $
    6,044,988
    
    
    $
    736,719
    
    
    $
    (424,930
    )
    
    $
    6,356,777Equity method investments
included in total assets
    
    $
    
    
    
    $
    7,910
    
    
    $
    
    
    
    $
    7,910Goodwill
    
    $
    70,490
    
    
    $
    
    
    
    $
    6,184
    
    
    $
    76,674Expenditures for segment assets
    
    $
    42,229
    
    
    $
    
    
    
    $
    
    
    
    $
    42,229Depreciation and amortization
    
    $
    7,988
    
    
    $
    804
    
    
    $
    7,507
    
    
    $
    16,299
 
 (1)
    
    The adjusting and elimination entries include the assets, goodwill, depreciation and
amortization of the Ryan Beck discontinued operations. F-66




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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.
 Report of Independent Registered Certified Public Accounting Firm of
PricewaterhouseCoopers LLP dated March 1, 2007.Consolidated Statements of Financial Condition as of December 31, 2006
and 2005.Consolidated Statements of Operations for each of the years in the
three year period ended December 31, 2006.Consolidated Statements of Stockholders Equity and Comprehensive
Income for each of the years in the three year period ended December
31, 2006.Consolidated Statements of Cash Flows for each of the years in the
three year period ended December 31, 2006.Notes to Consolidated Financial Statements.
 (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
    
    Reference3.1
    
    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, 2007.12.1
    
    Ratio of Earnings to Fixed Charges.
    
    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 Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed with this Report.31.2
    
    Certification of the Chief Executive 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 1, 2007
    By:
    /s/ Alan B. LevanAlan B. Levan, Chairman of the Board,and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Alan B. Levan

Alan B. Levan
    
    Chairman of the Board and Chief Executive Officer
    
    3/01/2007/s/ John E Abdo

John E. Abdo
    
    Vice Chairman of the Board
    
    3/01/2007/s/ James A. White

James A. White
    
    Executive Vice President and Chief Financial Officer
    
    3/01/2007/s/ Steven M. Coldren

Steven M. Coldren
    
    Director
    
    3/01/2007/s/ Mary E. Ginestra

Mary E. Ginestra
    
    Director
    
    3/01/2007/s/ Bruno L. Di Giulian

Bruno L. Di Giulian
    
    Director
    
    3/01/2007/s/ Charlie C. Winningham, II

Charlie C. Winningham, II
    
    Director
    
    3/01/2007/s/ Jarett S. Levan

Jarett S. Levan
    
    Director and President
    
    3/01/2007/s/ D. Keith Cobb

D. Keith Cobb
    
    Director
    
    3/01/2007/s/ Willis N. Holcombe

Willis N. Holcombe
    
    Director
    
    3/01/2007/s/ David A. Lieberman

David A. Lieberman
    
    Director
    
    3/01/2007