##### 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, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
 Commission File Number  34-027228
 BankAtlantic Bancorp, Inc.
  Florida
    
    65-0507804(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)2100 West Cypress Creek RoadFt. Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-5000
 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 Name of Each Exchange on Which Registered
 New York Stock Exchange
 Title of Each Class
 Class A Common Stock, Par Value $0.01 Per Share
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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 SCHEDULESSIGNATURESRatio of Earnings to Fixed ChargesSubsidiaries of the RegistrantConsent of PricewaterhouseCoopers LLPSection 302 CFO CertificationSection 302 CEO CertificationSection 906 CEO CertificationSection 906 CFO Certification    Table of Contents  
 PART I
 
 ITEM I. BUSINESS
  The Company
  www.bankatlanticbancorp.com
  1




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##### Table of Contents



BankAtlantic
   
    
    attracting checking and savings deposits from individuals and business customers,
    
    originating commercial real estate, business, consumer and small business loans,
    
    purchasing wholesale residential loans from third parties,
    
    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 low cost deposit accounts. BankAtlantic continues
to implement marketing programs in its stores that include sales training programs,
outbound telemarketing and incentive programs that reward banking personnel who produce
profitable business.
    
    Increasing Low Cost Deposits.BankAtlantics low cost deposits are comprised of demand
deposit accounts, NOW checking accounts and savings accounts. From December 31, 2001,
when the initiative was launched, to December 31, 2005, the balances of BankAtlantics low
cost deposits increased 250% from approximately $600 million to approximately $2.1
billion. These low cost deposits represented 56% of BankAtlantics total deposits at
December 31, 2005, compared to 26% of total deposits at December 31, 2001. BankAtlantic
intends to continue to seek to increase its low cost deposits through strong sales and
marketing efforts, new product offerings, commitment to customer service and the
Floridas Most Convenient Bank initiative.
    
    Growing the Loan Portfolio while Concentrating on Core Lending Competencies.
BankAtlantic intends to grow its core commercial and retail banking business with an
emphasis on generating commercial real estate, small business, and consumer loans.
BankAtlantic attributes its success in these lending areas to several key factors,
including disciplined underwriting and expertise in its markets. Loan balances and total
earning assets are down from mid -2005 resulting from our strategy of limiting earning
asset growth. The decline in loans is the result of a decision to delay purchases of
residential real estate mortgages in light of the relative flatness of the yield curve and
the run-off in the high rise condominium portfolio where we decided to reduce our
exposure. BankAtlantic intends to continue this strategy of limiting earning asset growth
in a flat to inverted yield curve environment. BankAtlantic intends to continue to limit
activities in non-core lending areas, such as credit card, international, non-mortgage
syndication and indirect lending.
    
    Expanding the Retail Network.BankAtlantic intends to grow its retail network both
internally, through a branding initiative and de novo expansion, and 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. We anticipate opening approximately 14 stores in 2006 while completing the
renovation of the interior of all existing stores to provide a consistent design.
 2




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##### Table of Contents




    
    Maintaining its Strong Credit Culture.BankAtlantic believes it has put in place
stringent underwriting standards and has developed and 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.
  Commercial Real Estate:
  Commercial Business:
 Standby Letters of Credit and Commitments:
 Consumer:
 Small Business: 3
    Table of Contents    Residential:
   As of December 31,2005
    
    2004
    
    2003
    
    2002
    
    2001Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    PctLoans receivable:Real estate loans:Residential
    
    $
    2,043
    
    
    
    44.20
    
    
    
    2,066
    
    
    
    45.35
    
    
    
    1,344
    
    
    
    37.00
    
    
    
    1,378
    
    
    
    40.30
    
    
    
    1,112
    
    
    
    39.76
    %Home Equity
    
    
    514
    
    
    
    11.12
    
    
    
    457
    
    
    
    10.03
    
    
    
    334
    
    
    
    9.19
    
    
    
    262
    
    
    
    7.65
    
    
    
    167
    
    
    
    5.96Construction and development
    
    
    1,340
    
    
    
    28.99
    
    
    
    1,454
    
    
    
    31.92
    
    
    
    1,345
    
    
    
    37.05
    
    
    
    1,266
    
    
    
    37.00
    
    
    
    1,144
    
    
    
    40.93Commercial
    
    
    1,060
    
    
    
    22.93
    
    
    
    1,075
    
    
    
    23.61
    
    
    
    1,064
    
    
    
    29.30
    
    
    
    755
    
    
    
    22.09
    
    
    
    522
    
    
    
    18.67Small business
    
    
    152
    
    
    
    3.29
    
    
    
    124
    
    
    
    2.72
    
    
    
    108
    
    
    
    2.97
    
    
    
    94
    
    
    
    2.76
    
    
    
    36
    
    
    
    1.28Loans to Levitt Corporation
    
    
    
    
    
    
    0.00
    
    
    
    9
    
    
    
    0.19
    
    
    
    18
    
    
    
    0.50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other loans:Commercial business
    
    
    87
    
    
    
    1.88
    
    
    
    85
    
    
    
    1.88
    
    
    
    81
    
    
    
    2.22
    
    
    
    82
    
    
    
    2.40
    
    
    
    76
    
    
    
    2.72Small business  non-mortgage
    
    
    83
    
    
    
    1.80
    
    
    
    67
    
    
    
    1.46
    
    
    
    52
    
    
    
    1.43
    
    
    
    49
    
    
    
    1.45
    
    
    
    34
    
    
    
    1.23Due from foreign banks
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    0.05Consumer
    
    
    27
    
    
    
    0.59
    
    
    
    18
    
    
    
    0.41
    
    
    
    22
    
    
    
    0.60
    
    
    
    25
    
    
    
    0.73
    
    
    
    26
    
    
    
    0.92Residential loans held for sale
    
    
    3
    
    
    
    0.07
    
    
    
    5
    
    
    
    0.10
    
    
    
    2
    
    
    
    0.06
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    0.17Discontinued loan products
    
    
    1
    
    
    
    0.02
    
    
    
    8
    
    
    
    0.18
    
    
    
    35
    
    
    
    0.98
    
    
    
    71
    
    
    
    2.08
    
    
    
    153
    
    
    
    5.48Total
    
    
    5,310
    
    
    
    114.89
    
    
    
    5,368
    
    
    
    117.85
    
    
    
    4,405
    
    
    
    121.30
    
    
    
    3,982
    
    
    
    116.46
    
    
    
    3,276
    
    
    
    117.17Adjustments:Undisbursed portion of loans
in process
    
    
    649
    
    
    
    14.04
    
    
    
    768
    
    
    
    16.86
    
    
    
    728
    
    
    
    20.05
    
    
    
    512
    
    
    
    14.97
    
    
    
    434
    
    
    
    15.53Unearned discounts (premiums)
    
    
    (2
    )
    
    
    (0.04
    )
    
    
    (1
    )
    
    
    (0.02
    )
    
    
    
    
    
    
    (0.01
    )
    
    
    3
    
    
    
    0.09
    
    
    
    1
    
    
    
    0.05Allowance for loan losses
    
    
    41
    
    
    
    0.89
    
    
    
    46
    
    
    
    1.01
    
    
    
    46
    
    
    
    1.26
    
    
    
    48
    
    
    
    1.40
    
    
    
    45
    
    
    
    1.59Total loans receivable, net
    
    $
    4,622
    
    
    
    100.00
    
    
    
    4,555
    
    
    
    100.00
    
    
    
    3,631
    
    
    
    100.00
    
    
    
    3,419
    
    
    
    100.00
    
    
    
    2,796
    
    
    
    100.00
    %
 1)
    
    Includes syndication, lease financings and indirect consumer loans, which BankAtlantic
ceased originating in prior periods.
  Securities Available for Sale: 4
    Table of Contents  Investment Securities and Tax Certificates:
  U.S.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CorporateTreasury
    
    
    
    
    
    
    
    
    
    
    Mortgage-
    
    
    Bond
    
    
    
    
    
    
    Weightedand
    
    
    Tax
    
    
    Tax-Exempt
    
    
    Backed
    
    
    and
    
    
    
    
    
    
    AverageAgencies
    
    
    Certificates
    
    
    Securities
    
    
    Securities
    
    
    Other
    
    
    Total
    
    
    YieldDecember 31, 2005Maturity: (1)One year or less
    
    $
    
    
    
    $
    163,726
    
    
    $
    
    
    
    $
    
    
    
    $
    100
    
    
    $
    163,826
    
    
    
    7.91
    %After one through five years
    
    
    1,000
    
    
    
    
    
    
    
    8,161
    
    
    
    79,665
    
    
    
    485
    
    
    
    89,311
    
    
    
    4.33After five through ten years
    
    
    
    
    
    
    
    
    
    
    121,072
    
    
    
    508
    
    
    
    
    
    
    
    121,580
    
    
    
    4.09After ten years
    
    
    
    
    
    
    
    
    
    
    259,333
    
    
    
    301,367
    
    
    
    
    
    
    
    560,700
    
    
    
    5.20Fair 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
    %Weighted average yield based
on fair values
    
    
    2.11
    %
    
    
    7.91
    %
    
    
    5.15
    %
    
    
    4.71
    %
    
    
    3.83
    %
    
    
    5.45
    %Weighted average maturity (yrs)
    
    
    4.2
    
    
    
    1.0
    
    
    
    11.93
    
    
    
    20.05
    
    
    
    3.04
    
    
    
    13.34December 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
    %December 31, 2003Fair values (2)
    
    $
    
    
    
    $
    190,906
    
    
    $
    
    
    
    $
    338,751
    
    
    $
    585
    
    
    $
    530,242
    
    
    
    5.90
    %Amortized cost (2)
    
    $
    
    
    
    $
    190,906
    
    
    $
    
    
    
    $
    332,898
    
    
    $
    585
    
    
    $
    524,389
    
    
    
    6.40
    %
 
 (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 $95.1 million,
$50.7 million and $17.6 million and a fair value of $103.2 million, $53.7 million, $20.9
million, at December 31, 2005, 2004 and 2003, respectively, were excluded from the above
table.
  5
    Table of Contents  December 31, 2005 (1)Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueTax certificates and investment
securities:Tax certificates:Cost equals market
    
    $
    163,726
    
    
    $
    
    
    
    $
    
    
    
    $
    163,726Investment securities:Cost equals market
    
    
    6,183
    
    
    
    
    
    
    
    
    
    
    
    6,183Market over cost
    
    
    57,932
    
    
    
    313
    
    
    
    
    
    
    
    58,245Cost over market
    
    
    129,803
    
    
    
    
    
    
    
    1,428
    
    
    
    128,375Securities available for sale:Investment securities:Cost equals market
    
    
    585
    
    
    
    
    
    
    
    
    
    
    
    585Market over cost
    
    
    46,327
    
    
    
    327
    
    
    
    
    
    
    
    46,654Cost over market
    
    
    152,883
    
    
    
    
    
    
    
    2,774
    
    
    
    150,109Mortgage-backed securities :Market over cost
    
    
    74,215
    
    
    
    1,547
    
    
    
    
    
    
    
    75,762Cost over market
    
    
    312,963
    
    
    
    
    
    
    
    7,185
    
    
    
    305,778Total
    
    $
    944,617
    
    
    $
    2,187
    
    
    $
    11,387
    
    
    $
    935,417
 
 1)
    
    The above table excludes Parent Company investment securities and securities available
for sale with a cost of $6.8 million and $88.4 million, respectively, and a fair value of
$7.6 million and $95.7 million, respectively, at December 31, 2005.
  Deposits:
 Federal Home Loan Bank (FHLB) Advances:
 Other Short-Term Borrowings:
 6
    Table of Contents    Secured borrowings:
 Other borrowings:
 Ryan Beck
    
    
    Investment Banking. Ryan Beck has a well established investment banking group primarily
focused on financial institutions. Recently, Ryan Becks strategy has been to diversify
its operations through the addition of investment bankers and capital markets expertise
focused on other sectors, such as consumer products and services, real estate investment
trusts and business services. Ryan Becks investment banking activities include managing
underwritten public offerings, serving as placement agent on institutional private
financings and acting as an advisor on mergers and acquisitions.
    
    Private Client Group. In April 2002, Ryan Beck acquired certain of the assets and
assumed certain of the liabilities of Gruntal & Co., LLC. This transaction enabled Ryan
Beck to significantly increase its private client group revenues. The table below shows
Ryan Becks private client group statistics before the Gruntal transaction and at December
31, 2005.
 December 31, 2005
    
    December 31, 2001Financial Consultants
    
    
    407
    
    
    
    80Customer Accounts
    
    
    135,000
    
    
    
    27,000Customer Assets
    
    $18.2 billion
    
    $4.0 billion
 7




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##### Table of Contents




    
    Capital Markets.Ryan Beck has both equity and fixed income capital markets groups.
Both groups incorporate trading, institutional sales and syndicate activities. Ryan Beck
makes a market in over 500 equity securities, principally financial institution shares.
Equity capital markets group also incorporates a research department with 13 publishing
analysts covering 38 closed end funds and 178 companies in eight industry sectors.
  
    
    high net worth individuals,
    
    financial institutions,
    
    institutional clients,
    
    governmental and other issuers of non-taxable securities, and
    
    other corporate clients.
 Parent Company
  8




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##### Table of Contents



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
 December 31, 2004Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedValue
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueSecurities available for sale:Tax exempt securities
    
    $
    20,860
    
    
    $
    
    
    
    $
    24
    
    
    $
    20,836Equity securities
    
    
    23,025
    
    
    
    2,679
    
    
    
    
    
    
    
    25,704Investment securities:Investment securities (1)
    
    
    6,800
    
    
    
    345
    
    
    
    
    
    
    
    7,145Total
    
    $
    50,685
    
    
    $
    3,024
    
    
    $
    24
    
    
    $
    53,685
 
 (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.
 Employees
   December 31, 2005
    
    December 31, 2004Full-
    
    Part-
    
    Full-
    
    Part-Time
    
    time
    
    time
    
    timeBankAtlantic Bancorp
    
    
    18
    
    
    
    
    
    
    
    7
    
    
    
    BankAtlantic
    
    
    1,882
    
    
    
    390
    
    
    
    1,507
    
    
    
    286Ryan Beck
    
    
    1,021
    
    
    
    33
    
    
    
    985
    
    
    
    39Total
    
    
    2,921
    
    
    
    423
    
    
    
    2,499
    
    
    
    325
 Competition
  9




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##### Table of Contents



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.
  10




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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.
  11




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##### Table of Contents



Loans to One Borrower
 QTL Test
 Capital Requirements
 
    
    a tangible capital requirement for savings banks to have tangible capital in an amount
equal to at least 1.5% of adjusted total assets;
    
    a leverage ratio requirement:
 °
    
    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; or°
    
    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
 12




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##### Table of Contents



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




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##### Table of Contents



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




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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
 15




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##### Table of Contents



Privacy and Security Protection
 Insurance Activities
 Federal Home Loan Bank System
 Federal Reserve System
 Anti-Terrorism and Anti-Money Laundering Regulations
 16




---



##### Table of Contents




    
    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.
 17




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##### Table of Contents



Ryan Beck Regulation
        18




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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.
    19




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BankAtlantic has disclosed issues regarding its compliance with the USA PATRIOT Act, anti-money
laundering laws and the Bank Secrecy Act which may subject it to fines and regulatory actions,
including restrictions on its ability to pay dividends.
    BankAtlantics Floridas Most Convenient Bank initiative has created increased operating
expenses, which may have an adverse impact on our earnings.
   BankAtlantics loan portfolio subjects it to high levels of credit risk.
  20




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BankAtlantic may be impacted by a concentration in interest-only residential loans.
  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
 21




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##### Table of Contents




    
    geographic and industry loan concentrations.
  BankAtlantic Bancorps ability to service its debt and pay dividends depends on dividends from
BankAtlantic, which are subject to regulatory limits.
     BankAtlantic has disclosed issues regarding its compliance with the USA
Patriot Act, anti-money laundering laws and the Bank Secrecy Act which may subject it to fines and
regulatory actions, including restrictions on its ability to pay dividends
  Adverse events in Florida, where our business is currently concentrated, could adversely impact our
results and future growth.
  22




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##### Table of Contents



Regulatory Compliance.
  Ryan Beck
 We engage in the securities business through Ryan Beck, which subjects us to the risks of its
business.
  
    
    the volatility and price levels of the securities markets,
    
    the volume, size and timing of securities transactions,
    
    the demand for investment banking services,
    
    the level and volatility of interest rates,
    
    the availability of credit,
    
    legislation affecting the business and financial communities,
    
    the economy in general,
    
    the volatility of equity and debt securities held in inventory, and
    
    attraction and retention of key personnel.
   23




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##### Table of Contents





Parent Company


We are controlled by BFC Corporation and its control position may adversely affect the market price
of our Class A common stock.




Our activities and our subsidiaries activities are subject to a wide range of bank regulatory
requirements that could have a material adverse effect on our business.





    
    limit the payment of dividends by BankAtlantic to us;
    
    limit transactions between us, BankAtlantic and the subsidiaries or affiliates of either;
    
    limit our activities and the activities of BankAtlantic; or
    
    impose capital requirements on us.




Our portfolio of equity securities subjects us to equity pricing risks.












ITEM 1B.
UNRESOLVED STAFF COMMENTS  24




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##### Table of Contents



ITEM 2. PROPERTIES
  Miami-Dade
    
    
    Broward
    
    
    Palm Beach
    
    
    Tampa BayOwned full-service
branches
    
    
    4
    
    
    
    10
    
    
    
    25
    
    
    
    3Leased full-service
branches
    
    
    9
    
    
    
    14
    
    
    
    6
    
    
    
    7Total full-service
branches
    
    
    13
    
    
    
    24
    
    
    
    31
    
    
    
    10Lease expiration dates
    
    
    2006-2012
    
    
    
    2006-2020
    
    
    
    2006-2012
    
    
    
    2006-2010
   Lease
    
    Number ofLocations
    
    Expiration
    
    OfficesCalifornia
    
    
    2009
    
    
    
    1Connecticut
    
    
    2009  2010
    
    
    
    2Florida
    
    
    2006  2015
    
    
    
    3Georgia
    
    
    2006
    
    
    
    1Illinois
    
    
    2008
    
    
    
    1Louisiana
    
    
    2006
    
    
    
    1Maryland
    
    
    2009
    
    
    
    2Massachusetts
    
    
    2006  2008
    
    
    
    4New Jersey
    
    
    2007  2019
    
    
    
    7New York
    
    
    2006  2011
    
    
    
    8Ohio
    
    
    2010
    
    
    
    1Pennsylvania
    
    
    2006  2014
    
    
    
    8Texas
    
    
    2006
    
    
    
    1Virginia
    
    
    2007
    
    
    
    141
 25




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##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
  26




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##### Table of Contents



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




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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    Class A CommonStock PriceHigh
    
    LowFor the year ended December 31, 2005
    
    $
    20.00
    
    
    $
    13.29Fourth quarter
    
    
    17.19
    
    
    
    13.29Third quarter
    
    
    19.33
    
    
    
    15.64Second quarter
    
    
    19.15
    
    
    
    16.51First quarter
    
    
    20.00
    
    
    
    17.02For the year ended December 31, 2004
    
    $
    20.08
    
    
    $
    13.70Fourth quarter
    
    
    20.08
    
    
    
    16.06Third quarter
    
    
    19.25
    
    
    
    17.40Second quarter
    
    
    18.53
    
    
    
    14.37First quarter
    
    
    19.00
    
    
    
    13.70
   28




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##### Table of Contents



Cash Dividends Per
    
    Cash Dividends PerShare of Class B
    
    Share of Class ACommon Stock
    
    Common StockFiscal year ended December 31, 2005
    
    $
    0.146
    
    
    $
    0.146Fourth quarter
    
    
    0.038
    
    
    
    0.038Third quarter
    
    
    0.038
    
    
    
    0.038Second quarter
    
    
    0.035
    
    
    
    0.035First quarter
    
    
    0.035
    
    
    
    0.035Fiscal year ended December 31, 2004
    
    $
    0.136
    
    
    $
    0.136Fourth quarter
    
    
    0.035
    
    
    
    0.035Third quarter
    
    
    0.035
    
    
    
    0.035Second quarter
    
    
    0.033
    
    
    
    0.033First quarter
    
    
    0.033
    
    
    
    0.033
  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
    
    
    5,967,100
    
    
    
    
    
    
    $
    9.13
    
    
    
    5,139,911Equity compensation plans
not approved by security
holders
    
    
    72,153
    
    
    
    (1
    )
    
    
    4.89
    
    
    
    Total
    
    
    6,039,253
    
    
    
    
    
    
    $
    9.08
    
    
    
    5,139,911
 
 (1)
    
    During 1999, non-qualifying options for 751 shares of Class A common stock were
granted to each employee of BankAtlantic, other then executive officers, under the
BankAtlantic Bancorp 1999 non-qualifying stock option plan. The options were granted
with exercise prices equal to the fair value on the grant date with a ten year term. All
outstanding options under the BankAtlantic Bancorp 1999 non-qualifying stock option plan
were vested as of December 31, 2004 .  29




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##### Table of Contents



ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
 For the Years Ended December 31,(In thousands except share and per share data)
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Income StatementTotal interest income
    
    $
    360,405
    
    
    $
    260,555
    
    
    $
    261,849
    
    
    $
    303,387
    
    
    $
    324,026Total interest expense
    
    
    145,328
    
    
    
    87,722
    
    
    
    113,217
    
    
    
    148,891
    
    
    
    186,912Net interest income
    
    
    215,077
    
    
    
    172,833
    
    
    
    148,632
    
    
    
    154,496
    
    
    
    137,114Provision for (recovery from) loan losses
    
    
    (6,615
    )
    
    
    (5,109
    )
    
    
    (547
    )
    
    
    14,077
    
    
    
    16,905Securities activity, net
    
    
    847
    
    
    
    3,730
    
    
    
    (1,553
    )
    
    
    (10,223
    )
    
    
    3,597Litigation settlement
    
    
    
    
    
    
    22,840
    
    
    
    
    
    
    
    
    
    
    
    Other non-interest income
    
    
    340,252
    
    
    
    318,219
    
    
    
    283,267
    
    
    
    181,972
    
    
    
    81,338Impairment of goodwill (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,624Other non-interest expense
    
    
    470,111
    
    
    
    412,053
    
    
    
    368,872
    
    
    
    283,967
    
    
    
    158,030Income from continuing operations
before income taxes
    
    
    92,680
    
    
    
    110,678
    
    
    
    62,021
    
    
    
    28,201
    
    
    
    40,490Provision for income taxes
    
    
    33,498
    
    
    
    39,910
    
    
    
    23,424
    
    
    
    9,051
    
    
    
    17,960Income from continuing operations
    
    
    59,182
    
    
    
    70,768
    
    
    
    38,597
    
    
    
    19,150
    
    
    
    22,530Discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    29,120
    
    
    
    22,543
    
    
    
    8,492Income before extraordinary items and cumulative
effect of a change in accounting principle
    
    
    59,182
    
    
    
    70,768
    
    
    
    67,717
    
    
    
    41,693
    
    
    
    31,022Extraordinary item, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,749
    
    
    
    Cumulative effect of a change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,107
    )
    
    
    1,138Net income
    
    
    59,182
    
    
    
    70,768
    
    
    
    67,717
    
    
    
    50,335
    
    
    
    32,160Amortization of goodwill, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,903Net Income adjusted to exclude
goodwill amortization
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    67,717
    
    
    $
    50,335
    
    
    $
    36,063Performance ratiosReturn on average assets (2)
    
    
    0.90
    %
    
    
    1.34
    %
    
    
    0.70
    %
    
    
    0.35
    %
    
    
    0.48
    %Return on average equity (2)
    
    
    11.72
    
    
    
    15.91
    
    
    
    7.84
    
    
    
    4.41
    
    
    
    7.40Average equity to average assets
    
    
    7.65
    
    
    
    8.40
    
    
    
    8.92
    
    
    
    8.03
    
    
    
    6.48Dividend payout ratio (3)
    
    
    14.97
    
    
    
    11.48
    
    
    
    19.50
    
    
    
    36.51
    
    
    
    23.44
 30




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For the Years Ended December 31,(In thousands except share and per share data)
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Diluted earnings per shareDiluted earnings from continuing operations
    
    $
    0.92
    
    
    $
    1.11
    
    
    $
    0.62
    
    
    $
    0.32
    
    
    $
    0.47Diluted earnings per share from
discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.46
    
    
    
    0.35
    
    
    
    0.16Diluted earnings per share from extraordinary items
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.37
    
    
    
    Diluted earnings (loss) per share from
cumulative effect of a change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.23
    )
    
    
    0.02Diluted earnings per share
    
    
    0.92
    
    
    
    1.11
    
    
    
    1.08
    
    
    
    0.81
    
    
    
    0.65Diluted earnings per share from amortization
of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.08Diluted earnings per share adjusted for
goodwill amortization
    
    $
    0.92
    
    
    $
    1.11
    
    
    $
    1.08
    
    
    $
    0.81
    
    
    $
    0.73Per common share dataCash dividends declared per common share Class A
    
    $
    0.146
    
    
    $
    0.136
    
    
    $
    0.128
    
    
    $
    0.120
    
    
    $
    0.112Cash dividends declared per common share Class B
    
    
    0.146
    
    
    
    0.136
    
    
    
    0.128
    
    
    
    0.120
    
    
    
    0.110Book value per share (4)
    
    
    8.50
    
    
    
    7.81
    
    
    
    6.98
    
    
    
    8.05
    
    
    
    7.50Tangible book value per share (4)
    
    
    7.10
    
    
    
    6.36
    
    
    
    5.48
    
    
    
    6.46
    
    
    
    6.82
 31




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##### Table of Contents



As of December 31,(In thousands except share and per share data)
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001Balance SheetLoans and leases, net
    
    $
    4,624,772
    
    
    $
    4,599,048
    
    
    $
    3,686,153
    
    
    $
    3,372,630
    
    
    $
    2,774,238Securities
    
    
    1,222,509
    
    
    
    1,196,134
    
    
    
    675,782
    
    
    
    1,106,552
    
    
    
    1,340,881Total assets
    
    
    6,471,411
    
    
    
    6,356,777
    
    
    
    4,831,549
    
    
    
    5,421,011
    
    
    
    4,654,486Deposits
    
    
    3,752,676
    
    
    
    3,457,202
    
    
    
    3,058,142
    
    
    
    2,920,555
    
    
    
    2,276,567Securities sold under agreements to repurchase
and
other short term borrowings
    
    
    255,501
    
    
    
    401,643
    
    
    
    138,809
    
    
    
    116,279
    
    
    
    467,070Other borrowings (5)
    
    
    1,724,160
    
    
    
    1,845,504
    
    
    
    1,082,066
    
    
    
    1,671,361
    
    
    
    1,312,208Stockholders equity
    
    
    516,336
    
    
    
    469,265
    
    
    
    413,452
    
    
    
    469,334
    
    
    
    435,673Asset quality ratios for BankAtlanticNon-performing assets, net of reserves, as a
percent
of total loans, tax certificates and
repossessed assets
    
    
    0.17
    %
    
    
    0.19
    %
    
    
    0.36
    %
    
    
    0.86
    %
    
    
    1.49
    %Loan loss allowance as a percent of
non-performing loans
    
    
    605.68
    
    
    
    582.18
    
    
    
    422.06
    
    
    
    235.61
    
    
    
    114.44Loan loss allowance as a percent of total loans
    
    
    0.88
    
    
    
    1.00
    
    
    
    1.24
    
    
    
    1.38
    
    
    
    1.57Capital ratios for BankAtlantic:Total risk based capital
    
    
    11.50
    %
    
    
    10.80
    %
    
    
    12.06
    %
    
    
    11.89
    %
    
    
    12.90
    %Tier I risk based capital
    
    
    10.02
    
    
    
    9.19
    
    
    
    10.22
    
    
    
    10.01
    
    
    
    11.65Leverage
    
    
    7.42
    
    
    
    6.83
    
    
    
    8.52
    
    
    
    7.26
    
    
    
    8.02
 
 1.
    
    The impairment of goodwill during the year ended December 31, 2001 resulted from the
termination of the operations of Leasing Technology Inc. (LTI). We acquired LTI, a
company engaged in the equipment leasing and finance business, in March 1998. During
2001, after an extensive review of its operations, we concluded that LTI would not be able
to meet performance expectations and we terminated its operations. We determined that the
goodwill associated with the LTI acquisition was impaired, resulting in a $6.6 million
goodwill impairment charge.2.
    
    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 (i) Levitt Corporation
for the years ended December 31, 2000 through 2003, (ii) Cumberland Advisors, Inc. for the
years ended December 31, 2001 through 2003, and (iii) The GMS Group LLC for the years
ended December 31, 2003 and 2002. 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.3.
    
    Cash dividends declared on common shares divided by income from continuing
operations.4.
    
    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.5.
    
    Other borrowings consist of FHLB advances, subordinated debentures, notes, bonds
payable, secured borrowings, guaranteed preferred beneficial interests in Companys
junior subordinated debentures 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. 32




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
 Introduction
   Consolidated Results of Operations
   For the Years Ended December 31,2005
    
    
    2004
    
    
    2003BankAtlantic
    
    $
    55,820
    
    
    $
    48,540
    
    
    $
    42,129Ryan Beck
    
    
    16,656
    
    
    
    17,483
    
    
    
    9,645Parent Company
    
    
    (13,294
    )
    
    
    4,745
    
    
    
    (13,177
    )Total
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    38,597
 BankAtlantic Results of Operations
 Summary
 Floridas Most Convenient Bank
  33




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##### Table of Contents



For the Years Ended
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2005 vs
    
    
    2004 vs2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Net interest income
    
    $
    221,075
    
    
    $
    176,858
    
    
    $
    154,100
    
    
    $
    44,217
    
    
    $
    22,758Recovery from loan losses
    
    
    6,615
    
    
    
    5,109
    
    
    
    547
    
    
    
    1,506
    
    
    
    4,562Net income after
provision for loan
losses
    
    
    227,690
    
    
    
    181,967
    
    
    
    154,647
    
    
    
    45,723
    
    
    
    27,320Non-interest income
    
    
    100,060
    
    
    
    85,724
    
    
    
    70,686
    
    
    
    14,336
    
    
    
    15,038Non-interest expense
    
    
    (241,092
    )
    
    
    (193,621
    )
    
    
    (161,615
    )
    
    
    (47,471
    )
    
    
    (32,006
    )Income from continuing
operations
before income taxes
    
    
    86,658
    
    
    
    74,070
    
    
    
    63,718
    
    
    
    12,588
    
    
    
    10,352Income taxes
    
    
    (30,838
    )
    
    
    (25,530
    )
    
    
    (21,589
    )
    
    
    (5,308
    )
    
    
    (3,941
    )Income from continuing
operations
    
    $
    55,820
    
    
    $
    48,540
    
    
    $
    42,129
    
    
    $
    7,280
    
    
    $
    6,411
 34




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##### Table of Contents



BankAtlantics Net Interest Income
  For the Years EndedDecember 31, 2005
    
    
    December 31, 2004
    
    
    December 31, 2003(Dollars are in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateInterest earning assetsLoans: (a)Residential real estate
    
    $
    2,177,432
    
    
    
    106,992
    
    
    
    4.91
    %
    
    $
    1,527,911
    
    
    
    72,758
    
    
    
    4.76
    %
    
    $
    1,639,504
    
    
    
    78,535
    
    
    
    4.79
    %Commercial real estate
    
    
    1,828,557
    
    
    
    130,379
    
    
    
    7.13
    
    
    
    1,683,068
    
    
    
    96,585
    
    
    
    5.74
    
    
    
    1,610,707
    
    
    
    94,193
    
    
    
    5.85Consumer
    
    
    514,822
    
    
    
    31,348
    
    
    
    6.09
    
    
    
    421,167
    
    
    
    17,959
    
    
    
    4.26
    
    
    
    316,113
    
    
    
    14,177
    
    
    
    4.48Lease financing
    
    
    3,772
    
    
    
    394
    
    
    
    10.45
    
    
    
    10,771
    
    
    
    1,125
    
    
    
    10.44
    
    
    
    21,930
    
    
    
    2,490
    
    
    
    11.35Commercial business
    
    
    90,648
    
    
    
    7,061
    
    
    
    7.79
    
    
    
    101,288
    
    
    
    6,423
    
    
    
    6.34
    
    
    
    107,371
    
    
    
    6,126
    
    
    
    5.71Small business
    
    
    211,371
    
    
    
    16,520
    
    
    
    7.82
    
    
    
    183,642
    
    
    
    13,118
    
    
    
    7.14
    
    
    
    161,245
    
    
    
    11,973
    
    
    
    7.43Total loans
    
    
    4,826,602
    
    
    
    292,694
    
    
    
    6.06
    
    
    
    3,927,847
    
    
    
    207,968
    
    
    
    5.29
    
    
    
    3,856,870
    
    
    
    207,494
    
    
    
    5.38Tax exempt securities (c)
    
    
    368,807
    
    
    
    21,391
    
    
    
    5.80
    
    
    
    110,748
    
    
    
    5,988
    
    
    
    5.41
    
    
    
    
    
    
    
    
    
    
    
    Taxable investment securities (b)
    
    
    698,279
    
    
    
    37,184
    
    
    
    5.33
    
    
    
    635,129
    
    
    
    34,948
    
    
    
    5.50
    
    
    
    789,451
    
    
    
    43,741
    
    
    
    5.54Federal funds sold
    
    
    4,275
    
    
    
    17
    
    
    
    0.40
    
    
    
    6,282
    
    
    
    47
    
    
    
    0.75
    
    
    
    16,499
    
    
    
    166
    
    
    
    1.01Total investment securities
    
    
    1,071,361
    
    
    
    58,592
    
    
    
    5.47
    
    
    
    752,159
    
    
    
    40,983
    
    
    
    5.45
    
    
    
    805,950
    
    
    
    43,907
    
    
    
    5.45Total interest earning assets
    
    
    5,897,963
    
    
    
    351,286
    
    
    
    5.96
    %
    
    
    4,680,006
    
    
    
    248,951
    
    
    
    5.32
    %
    
    
    4,662,820
    
    
    
    251,401
    
    
    
    5.39
    %Non-interest earning assetsTotal non-interest earning assets
    
    
    389,186
    
    
    
    
    
    
    
    
    
    
    
    333,253
    
    
    
    
    
    
    
    
    
    
    
    324,598Total assets
    
    $
    6,287,149
    
    
    
    
    
    
    
    
    
    
    $
    5,013,259
    
    
    
    
    
    
    
    
    
    
    $
    4,987,418Interest bearing liabilitiesDeposits:Savings
    
    $
    298,867
    
    
    
    909
    
    
    
    0.30
    %
    
    $
    243,906
    
    
    
    652
    
    
    
    0.27
    %
    
    $
    190,506
    
    
    
    856
    
    
    
    0.45
    %NOW, money funds and checking
    
    
    1,582,182
    
    
    
    16,593
    
    
    
    1.05
    
    
    
    1,489,442
    
    
    
    10,861
    
    
    
    0.73
    
    
    
    1,315,747
    
    
    
    11,142
    
    
    
    0.85Certificate accounts
    
    
    784,525
    
    
    
    22,582
    
    
    
    2.88
    
    
    
    733,717
    
    
    
    16,842
    
    
    
    2.30
    
    
    
    882,736
    
    
    
    24,191
    
    
    
    2.74Total interest bearing deposits
    
    
    2,665,574
    
    
    
    40,084
    
    
    
    1.50
    
    
    
    2,467,065
    
    
    
    28,355
    
    
    
    1.15
    
    
    
    2,388,989
    
    
    
    36,189
    
    
    
    1.51Securities sold under agreements
to repurchase and federal funds
purchased
    
    
    314,782
    
    
    
    9,760
    
    
    
    3.10
    
    
    
    252,718
    
    
    
    3,349
    
    
    
    1.33
    
    
    
    285,284
    
    
    
    3,089
    
    
    
    1.08Advances from FHLB
    
    
    1,538,852
    
    
    
    62,175
    
    
    
    4.04
    
    
    
    959,588
    
    
    
    37,689
    
    
    
    3.93
    
    
    
    1,195,653
    
    
    
    57,299
    
    
    
    4.79Subordinated debentures , secured
borrowings and notes payable
    
    
    191,050
    
    
    
    12,584
    
    
    
    6.59
    
    
    
    36,220
    
    
    
    2,002
    
    
    
    5.53
    
    
    
    35,457
    
    
    
    1,917
    
    
    
    5.41Total interest bearing liabilities
    
    
    4,710,258
    
    
    
    124,603
    
    
    
    2.65
    
    
    
    3,715,591
    
    
    
    71,395
    
    
    
    1.92
    
    
    
    3,905,383
    
    
    
    98,494
    
    
    
    2.52Non-interest bearing liabilitiesDemand deposit and escrow accounts
    
    
    979,075
    
    
    
    
    
    
    
    
    
    
    
    765,084
    
    
    
    
    
    
    
    
    
    
    
    551,866Other liabilities
    
    
    53,150
    
    
    
    
    
    
    
    
    
    
    
    29,111
    
    
    
    
    
    
    
    
    
    
    
    55,261Total non-interest bearing liabilities
    
    
    1,032,225
    
    
    
    
    
    
    
    
    
    
    
    794,195
    
    
    
    
    
    
    
    
    
    
    
    607,127Stockholders equity
    
    
    544,666
    
    
    
    
    
    
    
    
    
    
    
    503,473
    
    
    
    
    
    
    
    
    
    
    
    474,908Total liabilities and stockholders
equity
    
    $
    6,287,149
    
    
    
    
    
    
    
    
    
    
    $
    5,013,259
    
    
    
    
    
    
    
    
    
    
    $
    4,987,418Net interest income/net
interest spread
    
    
    
    
    
    
    226,683
    
    
    
    3.31
    %
    
    
    
    
    
    
    177,556
    
    
    
    3.40
    %
    
    
    
    
    
    
    152,907
    
    
    
    2.87
    %
 35




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##### Table of Contents



For the Years EndedDecember 31, 2005
    
    
    December 31, 2004
    
    
    December 31, 2003(Dollars are in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTax equivalent adjustmentCapitalized interest from real estate
    
    
    
    
    
    
    (7,487
    )
    
    
    
    
    
    
    
    
    
    
    (2,096
    )
    
    
    
    
    
    
    
    
    
    
    operations
    
    
    
    
    
    
    1,879
    
    
    
    
    
    
    
    
    
    
    
    1,398
    
    
    
    
    
    
    
    
    
    
    
    1,193Net interest income
    
    
    
    
    
    $
    221,075
    
    
    
    
    
    
    
    
    
    
    $
    176,858
    
    
    
    
    
    
    
    
    
    
    $
    154,100MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.96
    %
    
    
    
    
    
    
    
    
    
    
    5.32
    %
    
    
    
    
    
    
    
    
    
    
    5.39
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.11
    
    
    
    
    
    
    
    
    
    
    
    1.53
    
    
    
    
    
    
    
    
    
    
    
    2.11Tax equivalent net interest margin
    
    
    
    
    
    
    
    
    
    
    3.85
    %
    
    
    
    
    
    
    
    
    
    
    3.79
    %
    
    
    
    
    
    
    
    
    
    
    3.28
    %
 
 a)
    
    Includes non-accruing loansb)
    
    Average balances were based on amortized cost.c)
    
    The tax equivalent basis is computed using a 35% tax rate.  Year Ended
    
    
    Year EndedDecember 31, 2005
    
    
    December 31, 2004Compared to Year Ended
    
    
    Compared to Year EndedDecember 31, 2004
    
    
    December 31, 2003Volume (a)
    
    
    Rate
    
    
    Total
    
    
    Volume (a)
    
    
    Rate
    
    
    TotalIncrease (decrease) due to:Loans
    
    $
    54,502
    
    
    $
    30,224
    
    
    $
    84,726
    
    
    $
    3,758
    
    
    $
    (3,284
    )
    
    $
    474Tax exempt securities
    
    
    14,968
    
    
    
    435
    
    
    
    15,403
    
    
    
    5,988
    
    
    
    
    
    
    
    5,988Taxable investment securities (b)
    
    
    3,363
    
    
    
    (1,127
    )
    
    
    2,236
    
    
    
    (8,492
    )
    
    
    (301
    )
    
    
    (8,793
    )Federal funds sold
    
    
    (8
    )
    
    
    (22
    )
    
    
    (30
    )
    
    
    (76
    )
    
    
    (43
    )
    
    
    (119
    )Total earning assets
    
    
    72,825
    
    
    
    29,510
    
    
    
    102,335
    
    
    
    1,178
    
    
    
    (3,628
    )
    
    
    (2,450
    )Deposits:Savings
    
    
    167
    
    
    
    90
    
    
    
    257
    
    
    
    143
    
    
    
    (347
    )
    
    
    (204
    )NOW, money funds, and
checking
    
    
    973
    
    
    
    4,759
    
    
    
    5,732
    
    
    
    1,267
    
    
    
    (1,548
    )
    
    
    (281
    )Certificate accounts
    
    
    1,462
    
    
    
    4,278
    
    
    
    5,740
    
    
    
    (3,421
    )
    
    
    (3,928
    )
    
    
    (7,349
    )Total deposits
    
    
    2,602
    
    
    
    9,127
    
    
    
    11,729
    
    
    
    (2,011
    )
    
    
    (5,823
    )
    
    
    (7,834
    )Securities sold under agreements
to repurchase
    
    
    1,924
    
    
    
    4,487
    
    
    
    6,411
    
    
    
    (432
    )
    
    
    692
    
    
    
    260Advances from FHLB
    
    
    23,404
    
    
    
    1,082
    
    
    
    24,486
    
    
    
    (9,272
    )
    
    
    (10,338
    )
    
    
    (19,610
    )Other borrowings
    
    
    10,198
    
    
    
    384
    
    
    
    10,582
    
    
    
    42
    
    
    
    43
    
    
    
    8535,526
    
    
    
    5,953
    
    
    
    41,479
    
    
    
    (9,662
    )
    
    
    (9,603
    )
    
    
    (19,265
    )Total interest bearing liabilities
    
    
    38,128
    
    
    
    15,080
    
    
    
    53,208
    
    
    
    (11,673
    )
    
    
    (15,426
    )
    
    
    (27,099
    )Change in tax equivalent
interest income
    
    $
    34,697
    
    
    $
    14,430
    
    
    $
    49,127
    
    
    $
    12,851
    
    
    $
    11,798
    
    
    $
    24,649
 
 (a)
    
    Changes attributable to rate/volume have been allocated to volume.(b)
    
    Average balances were based on amortized cost. 36




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##### Table of Contents



For the Year Ended December 31, 2005 Compared to the Same 2004 Period
       For the Year Ended December 31, 2004 Compared to the Same 2003 Period
      37




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##### Table of Contents



38




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##### Table of Contents



BankAtlantics Allowance for Loan Losses
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Balance, beginning of period
    
    $
    46,010
    
    
    $
    45,595
    
    
    $
    48,022
    
    
    $
    44,585
    
    
    $
    47,000Charge-offs:Commercial business loans
    
    
    
    
    
    
    
    
    
    
    (2,394
    )
    
    
    
    
    
    
    Commercial real estate loans
    
    
    
    
    
    
    (645
    )
    
    
    
    
    
    
    (6,998
    )
    
    
    Small business
    
    
    (764
    )
    
    
    (238
    )
    
    
    (771
    )
    
    
    (953
    )
    
    
    (88
    )Consumer loans
    
    
    (259
    )
    
    
    (585
    )
    
    
    (1,563
    )
    
    
    (1,006
    )
    
    
    (2,629
    )Residential real estate loans
    
    
    (453
    )
    
    
    (582
    )
    
    
    (681
    )
    
    
    (827
    )
    
    
    (244
    )Continuing loan products
    
    
    (1,476
    )
    
    
    (2,050
    )
    
    
    (5,409
    )
    
    
    (9,784
    )
    
    
    (2,961
    )Discontinued loan products
    
    
    (1,218
    )
    
    
    (2,026
    )
    
    
    (6,314
    )
    
    
    (18,879
    )
    
    
    (24,955
    )Total charge-offs
    
    
    (2,694
    )
    
    
    (4,076
    )
    
    
    (11,723
    )
    
    
    (28,663
    )
    
    
    (27,916
    )Recoveries:Commercial business loans
    
    
    18
    
    
    
    536
    
    
    
    95
    
    
    
    76
    
    
    
    331Commercial real estate loans
    
    
    1,471
    
    
    
    4,052
    
    
    
    3
    
    
    
    20
    
    
    
    10Small business
    
    
    899
    
    
    
    418
    
    
    
    559
    
    
    
    7
    
    
    
    4Consumer loans
    
    
    401
    
    
    
    370
    
    
    
    622
    
    
    
    477
    
    
    
    769Residential real estate loans
    
    
    65
    
    
    
    486
    
    
    
    726
    
    
    
    331
    
    
    
    223Continuing loan products
    
    
    2,854
    
    
    
    5,862
    
    
    
    2,005
    
    
    
    911
    
    
    
    1,337Discontinued loan products
    
    
    1,637
    
    
    
    3,738
    
    
    
    8,572
    
    
    
    7,968
    
    
    
    7,259Total recoveries
    
    
    4,491
    
    
    
    9,600
    
    
    
    10,577
    
    
    
    8,879
    
    
    
    8,596Net (charge-offs) recoveries
    
    
    1,797
    
    
    
    5,524
    
    
    
    (1,146
    )
    
    
    (19,784
    )
    
    
    (19,320
    )Provision for (recovery from) loan
losses
    
    
    (6,615
    )
    
    
    (5,109
    )
    
    
    (547
    )
    
    
    14,077
    
    
    
    16,905Adjustments to acquired loan losses
    
    
    
    
    
    
    
    
    
    
    (734
    )
    
    
    9,144
    
    
    
    Balance, end of period
    
    $
    41,192
    
    
    $
    46,010
    
    
    $
    45,595
    
    
    $
    48,022
    
    
    $
    44,585
  As of December 31,2005
    
    
    2004
    
    
    2003Allocation
    
    
    
    
    
    
    Allocation
    
    
    
    
    
    
    AllocationAmount
    
    
    of ALL
    
    
    Amount
    
    
    of ALL
    
    
    Amount
    
    
    of ALLLease finance
    
    $
    664
    
    
    $
    156
    
    
    $
    6,551
    
    
    $
    1,429
    
    
    $
    14,442
    
    
    $
    3,425Syndication loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,114
    
    
    
    185Small business (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,569
    
    
    
    873Consumer  indirect
    
    
    543
    
    
    
    10
    
    
    
    1,734
    
    
    
    2
    
    
    
    2,402
    
    
    
    70$
    1,207
    
    
    $
    166
    
    
    $
    8,285
    
    
    $
    1,431
    
    
    $
    35,527
    
    
    $
    4,553
 39




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##### Table of Contents



As of December 31,2002
    
    
    2001Allocation
    
    
    
    
    
    
    AllocationAmount
    
    
    of ALL
    
    
    Amount
    
    
    of ALLLease finance
    
    $
    31,279
    
    
    $
    7,396
    
    
    $
    54,969
    
    
    $
    8,639Syndication loans
    
    
    14,499
    
    
    
    294
    
    
    
    40,774
    
    
    
    8,602Small business (1)
    
    
    17,297
    
    
    
    2,143
    
    
    
    32,123
    
    
    
    4,105Consumer  indirect
    
    
    8,105
    
    
    
    457
    
    
    
    25,400
    
    
    
    1,247$
    71,180
    
    
    $
    10,290
    
    
    $
    153,266
    
    
    $
    22,593
 
 (1)
    
    Small business loans originated before January 1, 2000.      40




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##### Table of Contents



December 31, 2005
    
    
    December 31, 2004
    
    
    December 31, 2003ALL
    
    
    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
    
    $
    1,988
    
    
    
    2.30
    
    
    
    1.63
    
    
    $
    2,507
    
    
    
    2.94
    
    
    
    1.59
    
    
    $
    1,715
    
    
    
    2.15
    
    
    
    1.81Commercial real estate
    
    
    17,984
    
    
    
    0.75
    
    
    
    45.19
    
    
    
    23,345
    
    
    
    0.92
    
    
    
    47.28
    
    
    
    24,005
    
    
    
    0.99
    
    
    
    55.12Small business
    
    
    2,640
    
    
    
    1.12
    
    
    
    4.43
    
    
    
    2,403
    
    
    
    1.26
    
    
    
    3.55
    
    
    
    2,300
    
    
    
    1.44
    
    
    
    3.63Residential real estate
    
    
    2,592
    
    
    
    0.13
    
    
    
    38.54
    
    
    
    2,565
    
    
    
    0.12
    
    
    
    38.57
    
    
    
    2,111
    
    
    
    0.16
    
    
    
    30.56Consumer  direct
    
    
    6,354
    
    
    
    1.17
    
    
    
    10.19
    
    
    
    4,281
    
    
    
    0.90
    
    
    
    8.86
    
    
    
    3,900
    
    
    
    1.10
    
    
    
    8.07Discontinued loan
products
    
    
    156
    
    
    
    12.92
    
    
    
    0.02
    
    
    
    1,431
    
    
    
    17.27
    
    
    
    0.15
    
    
    
    4,553
    
    
    
    12.81
    
    
    
    0.81Total assigned
    
    
    31,714
    
    
    
    
    
    
    
    
    
    
    
    36,532
    
    
    
    
    
    
    
    
    
    
    
    38,584Unassigned
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    7,011
    
    
    
    N/A
    
    
    
    N/A$
    41,192
    
    
    
    0.78
    
    
    
    100.00
    
    
    $
    46,010
    
    
    
    0.86
    
    
    
    100.00
    
    
    $
    45,595
    
    
    
    1.04
    
    
    
    100.00
 December 31, 2002
    
    
    December 31, 2001ALL
    
    
    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
    
    $
    1,437
    
    
    
    1.75
    
    
    
    2.06
    
    
    $
    1,563
    
    
    
    2.02
    
    
    
    2.37Commercial real estate
    
    
    21,124
    
    
    
    1.05
    
    
    
    50.75
    
    
    
    13,682
    
    
    
    0.82
    
    
    
    50.86Small business
    
    
    2,863
    
    
    
    1.99
    
    
    
    3.61
    
    
    
    1,073
    
    
    
    1.53
    
    
    
    2.14Residential real estate
    
    
    2,512
    
    
    
    0.18
    
    
    
    34.60
    
    
    
    1,304
    
    
    
    0.12
    
    
    
    34.08Consumer  direct
    
    
    3,239
    
    
    
    1.13
    
    
    
    7.19
    
    
    
    2,064
    
    
    
    1.07
    
    
    
    5.87Discontinued loan products
    
    
    10,290
    
    
    
    14.46
    
    
    
    1.79
    
    
    
    22,593
    
    
    
    14.74
    
    
    
    4.68Total assigned
    
    
    41,465
    
    
    
    
    
    
    
    
    
    
    
    42,279Unassigned
    
    
    6,557
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    2,306
    
    
    
    N/A
    
    
    
    N/A$
    48,022
    
    
    
    1.21
    
    
    
    100.00
    
    
    $
    44,585
    
    
    
    1.36
    
    
    
    100.00
  41




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42




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##### Table of Contents



BankAtlantics Non-performing Assets and Potential Problem Loans
 December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001NONPERFORMING ASSETSTax certificates
    
    $
    388
    
    
    $
    381
    
    
    $
    894
    
    
    $
    1,419
    
    
    $
    1,727Residential
    
    
    5,981
    
    
    
    5,538
    
    
    
    9,777
    
    
    
    14,237
    
    
    
    10,908Syndication
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,700Commercial real estate and business
    
    
    340
    
    
    
    340
    
    
    
    52
    
    
    
    1,474
    
    
    
    13,066Small business  real estate
    
    
    9
    
    
    
    88
    
    
    
    155
    
    
    
    239
    
    
    
    905Lease financing
    
    
    
    
    
    
    727
    
    
    
    25
    
    
    
    3,900
    
    
    
    2,585Consumer
    
    
    471
    
    
    
    1,210
    
    
    
    794
    
    
    
    532
    
    
    
    796Total non-accrual assets
    
    
    7,189
    
    
    
    8,284
    
    
    
    11,697
    
    
    
    21,801
    
    
    
    40,687Residential real estate owned
    
    
    86
    
    
    
    309
    
    
    
    1,474
    
    
    
    1,304
    
    
    
    2,033Commercial real estate owned
    
    
    881
    
    
    
    383
    
    
    
    948
    
    
    
    8,303
    
    
    
    1,871Consumer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    17Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total repossessed assets
    
    
    967
    
    
    
    692
    
    
    
    2,422
    
    
    
    9,611
    
    
    
    3,921Total nonperforming assets
    
    
    8,156
    
    
    
    8,976
    
    
    
    14,119
    
    
    
    31,412
    
    
    
    44,608Specific valuation allowances
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,386
    )
    
    
    (9,936
    )Total nonperforming assets, net
    
    $
    8,156
    
    
    $
    8,976
    
    
    $
    14,119
    
    
    $
    30,026
    
    
    $
    34,672Total nonperforming assets as
a percentage of:Total assets
    
    
    0.13
    
    
    
    0.15
    
    
    
    0.31
    
    
    
    0.64
    
    
    
    1.03Loans, tax certificates and
net real estate owned
    
    
    0.17
    
    
    
    0.19
    
    
    
    0.36
    
    
    
    0.86
    
    
    
    1.49TOTAL ASSETS
    
    $
    6,109,330
    
    
    $
    6,044,988
    
    
    $
    4,566,850
    
    
    $
    4,903,886
    
    
    $
    4,330,690TOTAL LOANS, TAX CERTIFICATES
AND NET REAL ESTATE OWNED
    
    $
    4,830,268
    
    
    $
    4,771,682
    
    
    $
    3,872,473
    
    
    $
    3,673,110
    
    
    $
    2,989,979Allowance for loan losses
    
    $
    41,192
    
    
    $
    46,010
    
    
    $
    45,595
    
    
    $
    48,022
    
    
    $
    44,585Total tax certificates
    
    $
    166,697
    
    
    $
    170,028
    
    
    $
    193,776
    
    
    $
    195,947
    
    
    $
    145,598Allowance for tax certificate losses
    
    $
    3,271
    
    
    $
    3,297
    
    
    $
    2,870
    
    
    $
    1,873
    
    
    $
    1,521OTHER POTENTIAL PROBLEM LOANSCONTRACTUALLY PAST DUE 90
DAYS OR MORECommercial real estate and business (1)
    
    $
    
    
    
    $
    
    
    
    $
    135
    
    
    $
    100
    
    
    $
    PERFORMING IMPAIRED LOANS, NET
OF SPECIFIC ALLOWANCESPerforming impaired loans
    
    
    193
    
    
    
    320
    
    
    
    180
    
    
    
    
    
    
    
    RESTRUCTURED LOANSCommercial real estate and business
    
    
    77
    
    
    
    24
    
    
    
    1,387
    
    
    
    1,882
    
    
    
    743TOTAL POTENTIAL PROBLEM LOANS
    
    $
    270
    
    
    $
    344
    
    
    $
    1,702
    
    
    $
    1,982
    
    
    $
    743
 
 (1)
    
    The majority of these loans have matured and the borrower continues to make payments under
the matured loan agreement.  43




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##### Table of Contents



BankAtlantics Non- Interest Income
  For the Years Ended
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2005 vs
    
    
    2004 vs2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Other service charges and fees
    
    $
    23,347
    
    
    $
    23,620
    
    
    $
    19,318
    
    
    $
    (273
    )
    
    $
    4,302Service charges on deposits
    
    
    61,956
    
    
    
    51,435
    
    
    
    40,569
    
    
    
    10,521
    
    
    
    10,866Income from real estate operations
    
    
    4,480
    
    
    
    2,405
    
    
    
    5,642
    
    
    
    2,075
    
    
    
    (3,237
    )Gains on sales of loans
    
    
    742
    
    
    
    483
    
    
    
    122
    
    
    
    259
    
    
    
    361Securities activities, net
    
    
    117
    
    
    
    37
    
    
    
    (1,957
    )
    
    
    80
    
    
    
    1,994Gain (loss) on sales of bank
facilities
    
    
    1,200
    
    
    
    (16
    )
    
    
    (46
    )
    
    
    1,216
    
    
    
    30Other
    
    
    8,218
    
    
    
    7,760
    
    
    
    7,038
    
    
    
    458
    
    
    
    722Non-interest income
    
    $
    100,060
    
    
    $
    85,724
    
    
    $
    70,686
    
    
    $
    14,336
    
    
    $
    15,038
   44




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##### Table of Contents



BankAtlantics Non- Interest Expense
  For the Years Ended
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2005 vs
    
    
    2004 vs2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Employee compensation and benefits
    
    $
    113,526
    
    
    $
    93,154
    
    
    $
    79,492
    
    
    $
    20,372
    
    
    $
    13,662Occupancy and equipment
    
    
    41,611
    
    
    
    32,713
    
    
    
    27,329
    
    
    
    8,898
    
    
    
    5,384Impairment of office properties and
equipment
    
    
    3,706
    
    
    
    
    
    
    
    
    
    
    
    3,706
    
    
    
    Advertising and promotion
    
    
    26,895
    
    
    
    16,012
    
    
    
    9,434
    
    
    
    10,883
    
    
    
    6,578Amortization of intangible assets
    
    
    1,627
    
    
    
    1,715
    
    
    
    1,772
    
    
    
    (88
    )
    
    
    (57
    )Cost associated with debt redemption
    
    
    
    
    
    
    11,741
    
    
    
    10,895
    
    
    
    (11,741
    )
    
    
    846Reserve for fines and penalties,
compliance matters
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    Professional fees
    
    
    9,695
    
    
    
    11,285
    
    
    
    5,753
    
    
    
    (1,590
    )
    
    
    5,532Other
    
    
    34,032
    
    
    
    27,001
    
    
    
    26,940
    
    
    
    7,031
    
    
    
    61Non-interest expense
    
    $
    241,092
    
    
    $
    193,621
    
    
    $
    161,615
    
    
    $
    47,471
    
    
    $
    32,006
  45




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##### Table of Contents



Floridas Most Convenient Bank
   Floridas Most Convenient Bank
     46




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##### Table of Contents



Provision for Income Taxes
 For the Years Ended
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2005 vs
    
    
    2004 vs(In thousands)
    
    2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Income before income taxes
    
    
    86,658
    
    
    
    74,070
    
    
    
    63,718
    
    
    
    12,588
    
    
    
    10,352Provision for income taxes
    
    
    (30,838
    )
    
    
    (25,530
    )
    
    
    (21,589
    )
    
    
    (5,308
    )
    
    
    (3,941
    )BankAtlantic net income
    
    $
    55,820
    
    
    $
    48,540
    
    
    $
    42,129
    
    
    $
    7,280
    
    
    $
    6,411Effective tax rate
    
    
    35.59
    %
    
    
    34.47
    %
    
    
    33.88
    %
   Ryan Beck Results of Operations
 Summary
  47




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##### Table of Contents



For the Years
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2005 vs
    
    
    2004 vs2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Net interest income:Interest on trading securities
    
    $
    14,511
    
    
    $
    11,351
    
    
    $
    10,437
    
    
    $
    3,160
    
    
    $
    914Interest expense
    
    
    (3,419
    )
    
    
    (924
    )
    
    
    (1,283
    )
    
    
    (2,495
    )
    
    
    359Net interest income
    
    
    11,092
    
    
    
    10,427
    
    
    
    9,154
    
    
    
    665
    
    
    
    1,273Non-interest income:Principal transactions
    
    
    100,287
    
    
    
    90,415
    
    
    
    95,519
    
    
    
    9,872
    
    
    
    (5,104
    )Investment banking
    
    
    45,528
    
    
    
    48,245
    
    
    
    27,728
    
    
    
    (2,717
    )
    
    
    20,517Commissions
    
    
    83,074
    
    
    
    89,289
    
    
    
    85,176
    
    
    
    (6,215
    )
    
    
    4,113Other
    
    
    9,911
    
    
    
    3,855
    
    
    
    2,516
    
    
    
    6,056
    
    
    
    1,339Non-interest income
    
    
    238,800
    
    
    
    231,804
    
    
    
    210,939
    
    
    
    6,996
    
    
    
    20,865Non-interest expense:Employee compensation and benefits
    
    
    165,325
    
    
    
    158,868
    
    
    
    147,358
    
    
    
    6,457
    
    
    
    11,510Occupancy and equipment
    
    
    15,816
    
    
    
    15,429
    
    
    
    12,707
    
    
    
    387
    
    
    
    2,722Advertising and promotion
    
    
    5,418
    
    
    
    4,735
    
    
    
    3,291
    
    
    
    683
    
    
    
    1,444Professional fees
    
    
    6,706
    
    
    
    5,482
    
    
    
    10,467
    
    
    
    1,224
    
    
    
    (4,985
    )Communications
    
    
    13,554
    
    
    
    12,527
    
    
    
    13,783
    
    
    
    1,027
    
    
    
    (1,256
    )Floor broker and clearing fees
    
    
    9,118
    
    
    
    9,835
    
    
    
    9,227
    
    
    
    (717
    )
    
    
    608Other
    
    
    7,204
    
    
    
    6,184
    
    
    
    6,691
    
    
    
    1,020
    
    
    
    (507
    )Non-interest expense
    
    
    223,141
    
    
    
    213,060
    
    
    
    203,524
    
    
    
    10,081
    
    
    
    9,536Income from continuing
operations before income taxes
    
    
    26,751
    
    
    
    29,171
    
    
    
    16,569
    
    
    
    (2,420
    )
    
    
    12,602Income taxes
    
    
    (10,095
    )
    
    
    (11,688
    )
    
    
    (6,924
    )
    
    
    1,593
    
    
    
    (4,764
    )Income from continuing operations
    
    $
    16,656
    
    
    $
    17,483
    
    
    $
    9,645
    
    
    $
    (827
    )
    
    $
    7,838
 For the Year Ended December 31, 2005 Compared to the Same 2004 Period:
      48




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##### Table of Contents



For the Year Ended December 31, 2004 Compared to the Same 2003 Period:
       49




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##### Table of Contents



Parent Company Results of Operations
  For the Years
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2005 vs
    
    
    2004 vs2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Net interest income (expense):Interest on loans
    
    $
    556
    
    
    $
    1,751
    
    
    $
    1,488
    
    
    $
    (1,195
    )
    
    $
    263Interest on short term investments
    
    
    1,701
    
    
    
    756
    
    
    
    234
    
    
    
    945
    
    
    
    522Interest on junior subordinated
debentures
    
    
    (19,347
    )
    
    
    (16,958
    )
    
    
    (16,344
    )
    
    
    (2,389
    )
    
    
    (614
    )Net interest income (expense)
    
    
    (17,090
    )
    
    
    (14,451
    )
    
    
    (14,622
    )
    
    
    (2,639
    )
    
    
    171Non-interest income:Income from unconsolidated
subsidiaries
    
    
    621
    
    
    
    485
    
    
    
    425
    
    
    
    136
    
    
    
    60Gains on securities activities
    
    
    731
    
    
    
    3,693
    
    
    
    404
    
    
    
    (2,962
    )
    
    
    3,289Litigation settlement
    
    
    
    
    
    
    22,840
    
    
    
    
    
    
    
    (22,840
    )
    
    
    22,840Investment banking expense
    
    
    
    
    
    
    
    
    
    
    (635
    )
    
    
    
    
    
    
    635Other
    
    
    1,172
    
    
    
    512
    
    
    
    
    
    
    
    660
    
    
    
    512Non-interest income
    
    
    2,524
    
    
    
    27,530
    
    
    
    194
    
    
    
    (25,006
    )
    
    
    27,336Non-interest expense:Employee compensation and benefits
    
    
    4,047
    
    
    
    3,042
    
    
    
    90
    
    
    
    1,005
    
    
    
    2,952Advertising and promotion
    
    
    422
    
    
    
    289
    
    
    
    
    
    
    
    133
    
    
    
    289Professional fees
    
    
    1,179
    
    
    
    1,708
    
    
    
    1,500
    
    
    
    (529
    )
    
    
    208Cost associated with debt redemption
    
    
    
    
    
    
    
    
    
    
    1,648
    
    
    
    
    
    
    
    (1,648
    )Other
    
    
    515
    
    
    
    603
    
    
    
    600
    
    
    
    (88
    )
    
    
    3Non-interest expense
    
    
    6,163
    
    
    
    5,642
    
    
    
    3,838
    
    
    
    521
    
    
    
    1,804(Loss) income before income taxes
    
    
    (20,729
    )
    
    
    7,437
    
    
    
    (18,266
    )
    
    
    (28,166
    )
    
    
    25,703Income tax (expense) benefit
    
    
    7,435
    
    
    
    (2,692
    )
    
    
    5,089
    
    
    
    10,127
    
    
    
    (7,781
    )(Loss) income from continuing
operations
    
    $
    (13,294
    )
    
    $
    4,745
    
    
    $
    (13,177
    )
    
    $
    (18,039
    )
    
    $
    17,922
 50




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51




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BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Higher cash and due from depository institution balances resulting from lower cash
letter receivables;
    
    Increase in securities owned and a decrease in due from clearing broker associated
with Ryan Becks trading activities;
    
    Decline in securities available for sale reflecting an investment strategy to limit
asset growth in response to the relatively flat yield curve during 2005;
    
    Higher investment securities balances associated with a decision to invest in tax
exempt securities during the first quarter of 2005 as after tax yields on these
securities were more attractive than alternative investments;
    
    Lower investment in FHLB stock related to repayments of FHLB advances;
    
    Decline in loan receivable balances associated with lower commercial real estate loan
balances primarily resulting from a decision to cease condominium lending;
    
    Increase in accrued interest receivable resulting from higher earning asset rates
during 2005 compared to 2004;
    
    Lower real estate inventory related to closing of units by the Riverclub real estate
joint venture acquired by BankAtlantic in connection with a financial institution
acquisition during 2002;
    
    Increase in investment in unconsolidated subsidiaries due to an investment in a
rental real estate joint venture during 2005;
    
    Increase in office properties and equipment associated with the Companys new
corporate headquarters building and BankAtlantics branch renovation and expansion
initiatives;
    
    Increase in deferred tax asset primarily resulting from a decline in other
comprehensive income;
    
    Higher other assets related to an increase in outstanding forgivable notes issued in
connection with Ryan Becks recruitment and retention program.
  
    
    Higher deposit account balances resulting from the growth in low-cost deposits
associated with Floridas Most Convenient Bank and totally free checking account
initiatives;
    
    Increase in secured borrowings associated with loan participations sold without
recourse that are accounted for as borrowings;
    
    Repayments of short term borrowings funded from low cost deposit growth and a
decline in total assets;
    
    Increase in development notes payable associated with the Riverclub real estate joint
venture;
    
    Declines in securities sold but not yet purchased and due from clearing agent
resulting from Ryan Becks trading activities;
 52




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##### Table of Contents




    
    Increase in other liabilities associated with a $10 million reserve established for
possible AML-BSA fines and penalties and an increase in deferred rent associated with
operating leases executed for BankAtlantics branch and corporate facilities expansion.
  Liquidity and Capital Resources  BankAtlantic Bancorp, Inc.
    53




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##### Table of Contents



BankAtlantic
      54




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##### Table of Contents



Outstanding
    
    
    For the Period Ending December 31, (1)onDecember 31,
    
    
    
    
    
    
    2007-
    
    
    2009-
    
    
    2014-
    
    
    2019-2005
    
    
    2006
    
    
    2008
    
    
    2013
    
    
    2018
    
    
    2023
    
    
    >2024Commercial real estate
    
    $
    2,551,969
    
    
    $
    1,101,662
    
    
    $
    897,973
    
    
    $
    321,909
    
    
    $
    153,853
    
    
    $
    72,612
    
    
    $
    3,960Residential real estate
    
    
    2,045,593
    
    
    
    33,935
    
    
    
    36,489
    
    
    
    39,691
    
    
    
    172,306
    
    
    
    254,375
    
    
    
    1,508,797Consumer (2)
    
    
    541,518
    
    
    
    3,108
    
    
    
    2,270
    
    
    
    30,730
    
    
    
    343,242
    
    
    
    162,168
    
    
    
    Commercial business
    
    
    170,485
    
    
    
    99,423
    
    
    
    25,663
    
    
    
    40,267
    
    
    
    5,132
    
    
    
    
    
    
    
    Total loans
    
    $
    5,309,565
    
    
    $
    1,238,128
    
    
    $
    962,395
    
    
    $
    432,597
    
    
    $
    674,533
    
    
    $
    489,155
    
    
    $
    1,512,757Total securities
available
for sale (3)
    
    $
    585,099
    
    
    $
    5,410
    
    
    $
    79,682
    
    
    $
    52,526
    
    
    $
    143,622
    
    
    $
    51,225
    
    
    $
    252,634
 
 (1)
    
    Does not include deductions for the undisbursed portion of loans in process,
deferred loan fees, unearned discounts and allowances for loan losses.(2)
    
    Includes second mortgage loans.(3)
    
    Does not include $89.4 million of equity securities available for sale.  Commercial
    
    
    Real EstateBusiness
    
    
    Construction
    
    
    TotalOne year or less
    
    $
    159,015
    
    
    $
    1,131,113
    
    
    $
    1,290,128Over one year, but less than five
years
    
    
    11,243
    
    
    
    201,181
    
    
    
    212,424Over five years
    
    
    227
    
    
    
    7,505
    
    
    
    7,732$
    170,485
    
    
    $
    1,339,799
    
    
    $
    1,510,284Due After One Year:Pre-determined interest rate
    
    $
    11,470
    
    
    $
    91,011
    
    
    $
    102,481Floating or adjustable interest rate
    
    
    
    
    
    
    117,675
    
    
    
    117,675$
    11,470
    
    
    $
    208,686
    
    
    $
    220,156
 55




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##### Table of Contents



Florida
    
    57%California
    
    11%Northeast
    
    8%Other
    
    24%100%
   Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt 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
    %At December 31, 2004:Total risk-based capital
    
    $
    476,600
    
    
    
    10.80
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    $
    405,482
    
    
    
    9.19
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    405,482
    
    
    
    6.83
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    405,482
    
    
    
    6.83
    %
    
    
    4.00
    %
    
    
    5.00
    %
  Ryan Beck
   56




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##### Table of Contents



Consolidated Cash Flows
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Net cash provided (used) by:Operating activities
    
    $
    57,339
    
    
    $
    67,295
    
    
    $
    100,327Investing activities
    
    
    118,615
    
    
    
    (1,457,098
    )
    
    
    147,773Financing activities
    
    
    (140,753
    )
    
    
    1,404,981
    
    
    
    (378,963
    )Increase (decrease) in cash
and cash
equivalents
    
    $
    35,201
    
    
    $
    15,178
    
    
    $
    (130,863
    )
      57




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##### Table of Contents



Off Balance Sheet Arrangements, Contractual Obligations and Loan Commitments
  Amount of Commitment Expiration Per PeriodTotalAmounts
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    After 5Commercial Commitments
    
    Committed
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsLines of credit
    
    $
    621,397
    
    
    $
    119,639
    
    
    $
    
    
    
    $
    
    
    
    $
    501,758Standby letters of credit
    
    
    67,868
    
    
    
    67,868
    
    
    
    
    
    
    
    
    
    
    
    Other commercial
commitments
    
    
    333,990
    
    
    
    333,990
    
    
    
    
    
    
    
    
    
    
    
    Total commercial
commitments
    
    $
    1,023,255
    
    
    $
    521,497
    
    
    $
    
    
    
    $
    
    
    
    $
    501,758
     58




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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
    
    $
    812,940
    
    
    $
    662,535
    
    
    $
    127,886
    
    
    $
    21,943
    
    
    $
    576Long-term debt
    
    
    440,628
    
    
    
    66,816
    
    
    
    76,157
    
    
    
    3,416
    
    
    
    294,239Advances from FHLB (1)
    
    
    1,283,532
    
    
    
    762,532
    
    
    
    409,000
    
    
    
    32,000
    
    
    
    80,000Operating lease obligations
    
    
    88,998
    
    
    
    15,386
    
    
    
    27,950
    
    
    
    17,791
    
    
    
    27,871Pension obligation
    
    
    13,004
    
    
    
    890
    
    
    
    1,893
    
    
    
    2,549
    
    
    
    7,672Other obligations
    
    
    35,540
    
    
    
    10,440
    
    
    
    8,000
    
    
    
    5,900
    
    
    
    11,200Securities sold but not yet
purchased
    
    
    35,177
    
    
    
    35,177
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    2,709,819
    
    
    $
    1,553,776
    
    
    $
    650,886
    
    
    $
    83,599
    
    
    $
    421,558
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities        59




---



##### Table of Contents



Critical Accounting Policies
  60




---



##### Table of Contents



Allowance
for loan losses
      61




---



##### Table of Contents



Valuation
of securities and trading activities
   National
    
    
    BrokerMarket price
    
    
    Price
    
    
    ValuationQuotes
    
    
    Quotes
    
    
    Model
    
    
    TotalSecurities:Mortgage-backed securities
    
    $
    
    
    
    $
    381,540
    
    
    $
    
    
    
    $
    381,540Tax exempt securities
    
    
    
    
    
    
    394,774
    
    
    
    
    
    
    
    394,774Other securities
    
    
    
    
    
    
    
    
    
    
    588
    
    
    
    588U.S. Treasury notes
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    1,000Equity securities
    
    
    89,445
    
    
    
    
    
    
    
    
    
    
    
    89,445Total securities
    
    
    89,445
    
    
    
    777,314
    
    
    
    588
    
    
    
    867,347Brokerage industry securities
and derivatives:Securities owned
    
    
    180,292
    
    
    
    
    
    
    
    
    
    
    
    180,292Securities sold not yet purchased
    
    
    (35,177
    )
    
    
    
    
    
    
    
    
    
    
    (35,177
    )Total Brokerage industry
securities
    
    
    145,115
    
    
    
    
    
    
    
    
    
    
    
    145,115Total
    
    $
    234,560
    
    
    $
    777,314
    
    
    $
    588
    
    
    $
    1,012,462
   62




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##### Table of Contents



Impairment
of Goodwill and Other Indefinite-live Intangible Assets
  Impairment
of Long-Lived Assets
  63




---



##### Table of Contents



Accounting
for Business Combinations
  Accounting
for Contingencies
  Dividends
  64




---



##### Table of Contents



Impact of Inflation
   65




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Consolidated Market Risk
  Consolidated Interest Rate Risk
  As of December 31, 20051 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalInterest earning assets:Loans:Residential loans (1)Fixed rate
    
    $
    108,345
    
    
    
    143,853
    
    
    
    115,881
    
    
    
    368,720
    
    
    
    736,799Hybrids ARM less than 5 years
    
    
    201,105
    
    
    
    199,917
    
    
    
    68,248
    
    
    
    1,782
    
    
    
    471,052Hybrids ARM more than 5 years
    
    
    192,063
    
    
    
    193,864
    
    
    
    168,954
    
    
    
    275,873
    
    
    
    830,754Commercial loans
    
    
    1,588,787
    
    
    
    193,581
    
    
    
    66,447
    
    
    
    3,228
    
    
    
    1,852,043Small business loans
    
    
    144,824
    
    
    
    63,074
    
    
    
    19,554
    
    
    
    8,476
    
    
    
    235,928Consumer
    
    
    512,477
    
    
    
    4,670
    
    
    
    3,920
    
    
    
    14,961
    
    
    
    536,028Total loans
    
    
    2,747,601
    
    
    
    798,959
    
    
    
    443,004
    
    
    
    673,040
    
    
    
    4,662,604Investment securitiesTax exempt securities
    
    
    6,304
    
    
    
    2,132
    
    
    
    19,485
    
    
    
    364,209
    
    
    
    392,130Taxable investment securities
    
    
    242,207
    
    
    
    97,093
    
    
    
    51,802
    
    
    
    67,590
    
    
    
    458,692Tax certificates
    
    
    163,726
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163,726Total investment securities
    
    
    412,237
    
    
    
    99,225
    
    
    
    71,287
    
    
    
    431,799
    
    
    
    1,014,548Total interest earning assets
    
    
    3,159,838
    
    
    
    898,184
    
    
    
    514,291
    
    
    
    1,104,839
    
    
    
    5,677,152Total non-earning assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    432,178
    
    
    
    432,178Total assets
    
    $
    3,159,838
    
    
    
    898,184
    
    
    
    514,291
    
    
    
    1,537,017
    
    
    
    6,109,330Total interest bearing liabilities
    
    $
    2,723,748
    
    
    
    844,077
    
    
    
    291,394
    
    
    
    1,614,248
    
    
    
    5,473,467Non-interest bearing liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    635,863
    
    
    
    635,863Total non-interest bearing
liabilities
and equity
    
    $
    2,723,748
    
    
    
    844,077
    
    
    
    291,394
    
    
    
    2,250,111
    
    
    
    6,109,330GAP (repricing difference)
    
    $
    436,090
    
    
    
    54,107
    
    
    
    222,897
    
    
    
    (509,409
    )Cumulative GAP
    
    $
    436,090
    
    
    
    490,197
    
    
    
    713,094
    
    
    
    203,685Repricing Percentage
    
    
    7.14
    %
    
    
    0.89
    %
    
    
    3.65
    %
    
    
    -8.34
    %Cumulative Percentage
    
    
    7.14
    %
    
    
    8.02
    %
    
    
    11.67
    %
    
    
    3.33
    %
 
 (1)
    
    Hybrid adjustable rate mortgages (ARM) earn fixed rates for designated periods and
adjust annually thereafter based on the one year U.S. Treasury note rate. 66




---



##### Table of Contents



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
    
    
    12
    %
    
    Fixed rate securities
    
    
    8
    %
    
    Tax certificates
    
    
    10
    %
    
    Adjustable rate mortgages
    
    
    17
    %
    
    Adjustable rate securities
    
    
    16
    %
  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
    %
 67




---



##### Table of Contents



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
    %
 As of December 31, 2004NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    232,987
    
    
    
    3.41
    %+100 bp
    
    $
    232,395
    
    
    
    3.14
    %0
    
    $
    225,310
    
    
    
    -100 bp
    
    $
    213,516
    
    
    
    -5.23
    %-200 bp
    
    $
    200,288
    
    
    
    -11.11
    %
  68




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##### Table of Contents



Equity Price Risk
  AvailablePercent
    
    for SaleChange in
    
    Securities
    
    DollarFair Value
    
    Fair Value
    
    Change20%
    
    $
    107,334
    
    
    $
    17,88910%
    
    $
    98,390
    
    
    $
    8,9450%
    
    $
    89,445
    
    
    $
    -10%
    
    $
    80,501
    
    
    $
    (8,945
    )-20%
    
    $
    71,556
    
    
    $
    (17,889
    )
  Ryan Beck Market Risk
     69




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##### Table of Contents



(dollars in thousands)High
    
    Low
    
    AverageVaR
    
    $
    443
    
    
    $
    55
    
    
    $
    206Aggregate Long Value
    
    
    195,123
    
    
    
    64,358
    
    
    
    96,676Aggregate Short Value
    
    
    97,793
    
    
    
    15,772
    
    
    
    40,261
  (dollars in thousands)High
    
    Low
    
    AverageVaR
    
    $
    1,747
    
    
    $
    11
    
    
    $
    336Aggregate Long Value
    
    
    112,494
    
    
    
    43,431
    
    
    
    72,787Aggregate Short Value
    
    
    167,987
    
    
    
    23,851
    
    
    
    65,006
 70




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageManagement Report on Internal Controls over Financial Reporting
    
    F-2Report of Independent Registered Certified Public Accounting Firm  PricewaterhouseCoopers LLP
    
    F-3Consolidated Statements of Financial Condition as of December 31, 2005 and 2004
    
    F-5Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 2005
    
    F-6Consolidated Statements of Stockholders Equity and Comprehensive Income for each of the
Years in the three year period ended December 31, 2005
    
    F-8Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 2005
    
    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 Internal Control  Integrated Framework
 /s/ Alan B, LevanAlan B. LevanChairman, President andChief Executive Officer/s/ James A. WhiteJames A. WhiteExecutive Vice PresidentChief Financial OfficerMarch 15, 2006
 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)
    
    2005
    
    
    2004ASSETSCash and due from depository institutions (See Note 14)
    
    $
    167,032
    
    
    $
    118,967Federal funds sold and other short-term investments (See Note 3)
    
    
    3,229
    
    
    
    16,093Securities owned (at fair value) (See Note 3)
    
    
    180,292
    
    
    
    125,443Securities available for sale (at fair value) (See Note 3)
    
    
    674,544
    
    
    
    747,160Investment securities and tax certificates (approximate fair value:$364,122 and $306,963) (See Note 3)
    
    
    364,444
    
    
    
    307,438Federal Home Loan Bank stock, at cost which approximates
fair value (See Note 8,14)
    
    
    69,931
    
    
    
    78,619Loans receivable, net of allowance for loan losses of
$41,192 and $46,010 (See Note 4)
    
    
    4,624,772
    
    
    
    4,599,048Accrued interest receivable (See Note 5)
    
    
    41,490
    
    
    
    35,982Real estate held for development and sale (See Note 21)
    
    
    21,177
    
    
    
    27,692Investments in unconsolidated subsidiaries (See Notes 22)
    
    
    12,464
    
    
    
    7,910Office properties and equipment, net (See Note 6)
    
    
    154,120
    
    
    
    129,790Deferred tax asset, net (See Note 12)
    
    
    29,615
    
    
    
    20,269Goodwill
    
    
    76,674
    
    
    
    76,674Core deposit intangible asset (See Note 2)
    
    
    8,395
    
    
    
    10,270Due from clearing agent (See Note 3)
    
    
    
    
    
    
    16,619Other assets (See Notes 4, 10, 13)
    
    
    43,232
    
    
    
    38,803Total assets
    
    $
    6,471,411
    
    
    $
    6,356,777LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    2,732,727
    
    
    $
    2,566,804Non-interest bearing deposits
    
    
    1,019,949
    
    
    
    890,398Total deposits (See Note 7)
    
    
    3,752,676
    
    
    
    3,457,202Advances from FHLB (See Note 8)
    
    
    1,283,532
    
    
    
    1,544,497Securities sold under agreements to repurchase (See Note 9)
    
    
    116,026
    
    
    
    296,643Federal funds purchased and other short term borrowings (See Note 8)
    
    
    139,475
    
    
    
    105,000Secured borrowings (See Note 10)
    
    
    138,270
    
    
    
    Subordinated debentures, notes and bonds payable (See Note 10)
    
    
    39,092
    
    
    
    37,741Junior subordinated debentures (See Note 10)
    
    
    263,266
    
    
    
    263,266Securities sold but not yet purchased (See Note 3)
    
    
    35,177
    
    
    
    39,462Due to clearing agent (See Note 3)
    
    
    24,486
    
    
    
    Other liabilities (See Note 13)
    
    
    163,075
    
    
    
    143,701Total liabilities
    
    
    5,955,075
    
    
    
    5,887,512Commitments and contingencies (See Note 14)Stockholders equity:(See Notes 11, 12)Preferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Class A common stock, $.01 par value, authorized 80,000,000 shares;
issued and outstanding 55,884,089 and 55,214,225 shares
    
    
    559
    
    
    
    552Class 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
    
    
    261,720
    
    
    
    259,702Unearned compensation  restricted stock grants
    
    
    (936
    )
    
    
    (1,001
    )Retained earnings
    
    
    261,279
    
    
    
    210,955Total stockholders equity before accumulated
other comprehensive loss
    
    
    522,671
    
    
    
    470,257Accumulated other comprehensive loss
    
    
    (6,335
    )
    
    
    (992
    )Total stockholders equity
    
    
    516,336
    
    
    
    469,265Total liabilities and stockholders equity
    
    $
    6,471,411
    
    
    $
    6,356,777
  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)
    
    2005
    
    
    2004
    
    
    2003Interest income:Interest and fees on loans
    
    $
    293,250
    
    
    $
    209,719
    
    
    $
    207,446Interest and dividends on securities available for sale
    
    
    19,673
    
    
    
    18,083
    
    
    
    24,313Interest on tax exempt securities
    
    
    14,422
    
    
    
    4,048
    
    
    
    Interest and dividends on other investment securities
    
    
    18,549
    
    
    
    17,354
    
    
    
    19,653Broker dealer interest
    
    
    14,511
    
    
    
    11,351
    
    
    
    10,437Total interest income
    
    
    360,405
    
    
    
    260,555
    
    
    
    261,849Interest expense:Interest on deposits (See Note 7)
    
    
    40,084
    
    
    
    28,355
    
    
    
    36,189Interest on advances from FHLB
    
    
    62,175
    
    
    
    37,689
    
    
    
    57,299Interest on securities sold under agreements to
repurchase and federal funds purchased
    
    
    9,599
    
    
    
    3,191
    
    
    
    2,914Interest on secured borrowings
    
    
    10,144
    
    
    
    
    
    
    
    Interest on subordinated debentures, notes and
bonds payable, and junior subordinated debentures
    
    
    25,205
    
    
    
    19,885
    
    
    
    18,008Capitalized interest on real estate development
    
    
    (1,879
    )
    
    
    (1,398
    )
    
    
    (1,193
    )Total interest expense
    
    
    145,328
    
    
    
    87,722
    
    
    
    113,217Net interest income
    
    
    215,077
    
    
    
    172,833
    
    
    
    148,632Recovery from loan losses (See Note 4)
    
    
    (6,615
    )
    
    
    (5,109
    )
    
    
    (547
    )Net interest income after recovery from loan losses
    
    
    221,692
    
    
    
    177,942
    
    
    
    149,179Non-interest income:Broker/dealer revenue (See Note 3)
    
    
    238,800
    
    
    
    231,804
    
    
    
    210,304Service charges on deposits
    
    
    61,956
    
    
    
    51,435
    
    
    
    40,569Other service charges and fees
    
    
    23,347
    
    
    
    23,620
    
    
    
    19,318Income from real estate operations (Note 21)
    
    
    4,480
    
    
    
    2,405
    
    
    
    5,642Income from unconsolidated subsidiaries (See Note 22)
    
    
    621
    
    
    
    485
    
    
    
    425Securities activities, net (See Note 3)
    
    
    847
    
    
    
    3,730
    
    
    
    (1,553
    )Litigation settlement (See Note 23)
    
    
    
    
    
    
    22,840
    
    
    
    Gains on sales of loans, net
    
    
    742
    
    
    
    483
    
    
    
    122Other
    
    
    10,306
    
    
    
    7,987
    
    
    
    6,887Total non-interest income
    
    
    341,099
    
    
    
    344,789
    
    
    
    281,714Non-interest expense:Employee compensation and benefits (See Notes 11,13)
    
    
    282,898
    
    
    
    255,064
    
    
    
    226,940Occupancy and equipment (See Note 6)
    
    
    57,437
    
    
    
    48,146
    
    
    
    40,036Impairment of office properties and equipment (See Notes 6,14)
    
    
    3,706
    
    
    
    
    
    
    
    257Advertising and promotion
    
    
    32,735
    
    
    
    21,036
    
    
    
    12,724Amortization of intangible assets
    
    
    1,627
    
    
    
    1,715
    
    
    
    1,772Professional fees
    
    
    17,296
    
    
    
    18,207
    
    
    
    17,842Communications
    
    
    13,554
    
    
    
    12,527
    
    
    
    13,783Floor broker and clearing fees
    
    
    9,118
    
    
    
    9,835
    
    
    
    9,227Cost associated with debt redemption (See Note 8,10)
    
    
    
    
    
    
    11,741
    
    
    
    12,543Reserve for fines and penalties, compliance matters (Note 14)
    
    
    10,000
    
    
    
    
    
    
    
    Other
    
    
    41,740
    
    
    
    33,782
    
    
    
    33,748Total non-interest expense
    
    
    470,111
    
    
    
    412,053
    
    
    
    368,872Income from continuing operations before income taxes
    
    
    92,680
    
    
    
    110,678
    
    
    
    62,021Provision for income taxes (See Note 12)
    
    
    33,498
    
    
    
    39,910
    
    
    
    23,424Income from continuing operations
    
    
    59,182
    
    
    
    70,768
    
    
    
    38,597Discontinued operations, (less applicable income taxes
of $16,512) (See Note 2, 12)
    
    
    
    
    
    
    
    
    
    
    29,120Net income
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    67,717
   F-6




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Earnings per share (See Note 20)Basic earnings per share from continuing operations
    
    $
    0.98
    
    
    $
    1.19
    
    
    $
    0.66Basic earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.50Basic earnings per share
    
    $
    0.98
    
    
    $
    1.19
    
    
    $
    1.16Diluted earnings per share from continuing operations
    
    $
    0.92
    
    
    $
    1.11
    
    
    $
    0.62Diluted earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.46Diluted earnings per share
    
    $
    0.92
    
    
    $
    1.11
    
    
    $
    1.08Cash dividends per Class A share
    
    $
    0.146
    
    
    $
    0.136
    
    
    $
    0.128Cash dividends per Class B share
    
    $
    0.146
    
    
    $
    0.136
    
    
    $
    0.128Basic weighted average number of common shares outstanding
    
    
    60,426,107
    
    
    
    59,525,532
    
    
    
    58,509,894Diluted weighted average number of common and common
equivalent shares outstanding
    
    
    63,119,531
    
    
    
    63,056,435
    
    
    
    62,354,430
  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, 2005
 Unearned
    
    
    Accumul-Compen-
    
    
    atedAddi-
    
    
    
    
    
    
    sation
    
    
    OtherCompre-
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Restricted
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Stock
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Grants
    
    
    Income
    
    
    TotalBALANCE, DECEMBER 31, 2002
    
    
    
    
    
    $
    583
    
    
    $
    252,699
    
    
    $
    213,692
    
    
    $
    (1,209
    )
    
    $
    3,569
    
    
    $
    469,334Net income
    
    $
    67,717
    
    
    
    
    
    
    
    
    
    
    
    67,717
    
    
    
    
    
    
    
    
    
    
    
    67,717Other comprehensive income, net of tax:Unrealized losses on securities available for sale
(less income tax benefit of $5,296)
    
    
    (9,330
    )Minimum pension liability (less income tax
provision of $4,194)
    
    
    7,456Unrealized gains associated with investment in
unconsolidated real estate subsidiary (less income
tax provision of $454)
    
    
    448Accumulated gains associated with cash flow
hedges (less income tax provision of $1,108)
    
    
    2,306Reclassification adjustment for cash flow hedges
    
    
    513Reclassification adjustment for net losses
included in net income (less income tax benefit
of $559)
    
    
    994Other comprehensive income
    
    
    2,387Comprehensive income
    
    $
    70,104Levitt Corporation spin-off transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (125,573
    )
    
    
    
    
    
    
    
    
    
    
    (125,573
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,903
    )
    
    
    
    
    
    
    
    
    
    
    (6,903
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (622
    )
    
    
    
    
    
    
    
    
    
    
    (622
    )Issuance of Class A common stock
    
    
    
    
    
    
    10
    
    
    
    4,672
    
    
    
    
    
    
    
    (134
    )
    
    
    
    
    
    
    4,548Tax effect relating to the exercise of stock options
    
    
    
    
    
    
    
    
    
    
    2,264
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,264Purchase and retirement of Class A common stock
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )Issuance of Class A common stock upon
conversion of subordinated debentures
    
    
    
    
    
    
    
    
    
    
    211
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    211Issuance of subsidiary stock options
    
    
    
    
    
    
    
    
    
    
    (51
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51
    )Amortization of unearned compensation -
restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165
    
    
    
    
    
    
    
    165Net change in accumulated other comprehensive
income, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,387
    
    
    
    2,387BALANCE, DECEMBER 31, 2003
    
    
    
    
    
    $
    593
    
    
    $
    259,770
    
    
    $
    148,311
    
    
    $
    (1,178
    )
    
    $
    5,956
    
    
    $
    413,452
   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, 2005
 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 provision 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 income 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-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, 2005
 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-10




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2005
    
    
    2004
    
    
    2003Operating activities:Income from continuing operations
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    38,597Income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    29,120Adjustment to reconcile net income to net cash
provided by operating activities:(Recovery) provision for credit losses, net (1)
    
    
    (6,265
    )
    
    
    (5,105
    )
    
    
    1,465Depreciation, amortization and accretion, net
    
    
    16,212
    
    
    
    16,299
    
    
    
    18,685Amortization of intangible assets
    
    
    1,627
    
    
    
    1,715
    
    
    
    1,772Securities activities, net
    
    
    (847
    )
    
    
    (3,730
    )
    
    
    1,553Net gains on sale of real estate owned
    
    
    (1,840
    )
    
    
    (694
    )
    
    
    (1,984
    )Net gains on sales of loans held for sale
    
    
    (742
    )
    
    
    (483
    )
    
    
    (122
    )Net (gains) losses on sales of property and equipment
    
    
    (277
    )
    
    
    17
    
    
    
    45Gain on sale of branch
    
    
    (922
    )
    
    
    
    
    
    
    Distribution of earnings of unconsolidated subsidiaries
    
    
    621
    
    
    
    485
    
    
    
    425(Increase) decrease in deferred tax asset, net
    
    
    (5,895
    )
    
    
    6,633
    
    
    
    9,427Equity earnings of unconsolidated subsidiaries
    
    
    (621
    )
    
    
    (485
    )
    
    
    (8,766
    )Litigation settlement
    
    
    
    
    
    
    (22,840
    )
    
    
    Cost associated with debt redemption
    
    
    
    
    
    
    11,741
    
    
    
    12,543Impairment of office properties and equipment
    
    
    3,706
    
    
    
    
    
    
    
    257Reserve for fines and penalties, compliance matters
    
    
    10,000
    
    
    
    
    
    
    
    Increase of forgivable notes receivable, net
    
    
    (6,999
    )
    
    
    (8,079
    )
    
    
    (6,260
    )Originations and repayments of loans held for sale, net
    
    
    (125,487
    )
    
    
    (163,988
    )
    
    
    (32,494
    )Proceeds from sales of loans held for sale
    
    
    128,337
    
    
    
    171,192
    
    
    
    44,739Decrease (increase) in real estate inventory
    
    
    8,043
    
    
    
    (5,889
    )
    
    
    (55,090
    )Increase in securities owned, net
    
    
    (54,849
    )
    
    
    (878
    )
    
    
    (43,194
    )(Decrease) increase in securities sold but not yet purchased
    
    
    (4,285
    )
    
    
    1,649
    
    
    
    3,591(Increase) decrease in accrued interest receivable
    
    
    (5,508
    )
    
    
    (8,116
    )
    
    
    6,118(Increase) decrease in other assets
    
    
    (2,921
    )
    
    
    1,342
    
    
    
    (8,044
    )Increase (decrease) in due to clearing agent
    
    
    41,105
    
    
    
    (25,202
    )
    
    
    10,353Increase in other liabilities
    
    
    5,964
    
    
    
    30,943
    
    
    
    77,591Net cash provided by operating activities
    
    
    57,339
    
    
    
    67,295
    
    
    
    100,327
   F-11




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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)
    
    2005
    
    
    2004
    
    
    2003Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    210,493
    
    
    
    212,983
    
    
    
    205,677Purchase of investment securities and tax certificates
    
    
    (268,364
    )
    
    
    (301,825
    )
    
    
    (205,209
    )Purchase of securities available for sale
    
    
    (227,179
    )
    
    
    (676,900
    )
    
    
    (278,977
    )Proceeds from sales and maturities of securities
available for sale
    
    
    300,469
    
    
    
    304,703
    
    
    
    630,222Purchases of FHLB stock
    
    
    (29,870
    )
    
    
    (49,923
    )
    
    
    (7,021
    )Redemption of FHLB stock
    
    
    38,558
    
    
    
    11,629
    
    
    
    31,639Investment in real estate joint venture
    
    
    (4,554
    )
    
    
    
    
    
    
    (941
    )Net repayments (purchases and originations) of loans
    
    
    151,584
    
    
    
    (913,496
    )
    
    
    (235,735
    )Proceeds from sales of real estate owned
    
    
    3,872
    
    
    
    3,821
    
    
    
    10,807Proceeds from the sale of property and equipment
    
    
    651
    
    
    
    
    
    
    
    1,705Additions to office property and equipment
    
    
    (43,440
    )
    
    
    (48,090
    )
    
    
    (14,349
    )Cash outflows from the sale of branch (Note 2)
    
    
    (13,605
    )
    
    
    
    
    
    
    Net cash proceeds from the sale of Ryan Becks
subsidiaries (Note 2)
    
    
    
    
    
    
    
    
    
    
    9,955Net cash provided by (used in) investing activities
    
    
    118,615
    
    
    
    (1,457,098
    )
    
    
    147,773Financing activities:Net increase in deposits
    
    
    313,190
    
    
    
    399,060
    
    
    
    137,587Repayments of FHLB advances
    
    
    (1,506,832
    )
    
    
    (469,323
    )
    
    
    (799,991
    )Proceeds from FHLB advances
    
    
    1,246,000
    
    
    
    1,220,000
    
    
    
    275,000Net increase (decrease) in securities sold under agreements
to repurchase
    
    
    (180,617
    )
    
    
    157,834
    
    
    
    4,767Net increase in federal funds purchased
    
    
    34,475
    
    
    
    105,000
    
    
    
    Repayments of secured borrowings
    
    
    (101,924
    )
    
    
    
    
    
    
    Proceeds from secured borrowings
    
    
    65,293
    
    
    
    
    
    
    
    Repayment of notes and bonds payable
    
    
    (5,085
    )
    
    
    (1,798
    )
    
    
    (112,341
    )Proceeds from notes and bonds payable
    
    
    6,436
    
    
    
    2,944
    
    
    
    134,016Issuance of junior subordinated debentures
    
    
    
    
    
    
    
    
    
    
    77,320Retirement of subordinated notes and debentures
    
    
    
    
    
    
    
    
    
    
    (70,855
    )Proceeds from issuance of Class A common stock
    
    
    1,179
    
    
    
    2,334
    
    
    
    4,472Payment of the minimum withholding tax upon the exercise
of stock options
    
    
    (3,519
    )
    
    
    (2,946
    )
    
    
    Net cash reduction on Levitt Corporation spin-off (Note 2)
    
    
    
    
    
    
    
    
    
    
    (21,413
    )Purchase of subsidiary common stock (Note 11)
    
    
    (491
    )
    
    
    
    
    
    
    Common stock dividends
    
    
    (8,858
    )
    
    
    (8,124
    )
    
    
    (7,525
    )Net cash (used in) provided by financing activities
    
    
    (140,753
    )
    
    
    1,404,981
    
    
    
    (378,963
    )Increase (decrease) in cash and cash equivalents
    
    
    35,201
    
    
    
    15,178
    
    
    
    (130,863
    )Cash and cash equivalents at the beginning of period
    
    
    135,060
    
    
    
    119,882
    
    
    
    250,745Cash and cash equivalents at end of period
    
    $
    170,261
    
    
    $
    135,060
    
    
    $
    119,882
   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)
    
    2005
    
    
    2004
    
    
    2003Cash paid forInterest on borrowings and deposits
    
    $
    143,706
    
    
    $
    87,869
    
    
    $
    120,221Income taxes
    
    
    10,788
    
    
    
    26,565
    
    
    
    31,115Supplementary disclosure of non-cash investing and
financing activities:Loans transferred to REO
    
    
    2,307
    
    
    
    1,401
    
    
    
    2,450Net loan recoveries (charge-offs)
    
    
    1,797
    
    
    
    5,524
    
    
    
    (1,146
    )Tax certificate net charge-offs
    
    
    (377
    )
    
    
    (427
    )
    
    
    (203
    )Decreases in current income taxes payable from the tax
effect of fair value of employee stock options
    
    
    4,538
    
    
    
    6,610
    
    
    
    2,264Change in accumulated other comprehensive income
    
    
    (5,343
    )
    
    
    (6,948
    )
    
    
    2,387Change in deferred taxes on other comprehensive income
    
    
    (3,451
    )
    
    
    (3,903
    )
    
    
    1,019Securities purchased pending settlement
    
    
    6,183
    
    
    
    25,546
    
    
    
    Issuance and retirement of Class A common stock accepted
as consideration for the exercise price of stock options
    
    
    1,149
    
    
    
    1,405
    
    
    
    Reduction in stockholders equity from the retirement of
Class A common stock obtained from litigation settlement
    
    
    
    
    
    
    6,058
    
    
    
    Levitt dividend received in the form of a note receivable
    
    
    
    
    
    
    
    
    
    
    8,000Note receivable issued in connection with the GMS sale
    
    
    
    
    
    
    
    
    
    
    13,681Levitt notes receivable outstanding at date of spin-off
    
    
    
    
    
    
    
    
    
    
    48,118Note receivable issued in connection with Bluegreenstock transfer
    
    
    
    
    
    
    
    
    
    
    5,500Acquisition goodwill adjustments
    
    
    
    
    
    
    
    
    
    
    734Transfer of relocated branch to real estate held for sale
    
    
    
    
    
    
    
    
    
    
    1,000Increase in investments in unconsolidated subsidiaries
related to deconsolidation of trusts formed to issue
trust preferred securities
    
    
    
    
    
    
    
    
    
    
    7,910Increase in junior subordinated debentures related to
trust deconsolidation
    
    
    
    
    
    
    
    
    
    
    7,910Transfer of guaranteed preferred beneficial interest in
Companys Junior Subordinated Debentures to junior
subordinated debentures
    
    
    
    
    
    
    
    
    
    
    180,375Issuance of Class A common stock upon conversion of
subordinated debentures
    
    
    
    
    
    
    
    
    
    
    211Securities held to maturity transferred to available for sale
    
    
    
    
    
    
    
    
    
    
    14,505
 
 (1)
    
    Provision for credit losses represents provision for loan losses, REO and tax certificates.  F-13




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##### Table of Contents



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




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Consolidation Policy
 Cash Equivalents
 Investment Securities 
       Tax Certificates
 Allowance for Tax Certificate Losses 
 F-15




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Loans

 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)
 Investment
Banking Revenues
 Securities Transactions
 Securities
Owned and Securities Sold, But Not Yet Purchased
 Real
Estate Held for Development and Sale
     Investments
in Unconsolidated Subsidiaries
 F-17




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Goodwill
and Other Intangible Assets
  Office
Properties and Equipment 
  Impairment
of long lived assets 
  Advertising 
 Income
Taxes 
 Derivative Instruments 
  F-18




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Accounting
for Contingencies 
 Earnings Per Common Share
 Brokered
Deposits 
 Stock-Based
Compensation Plans
  For the Years Ended December 31,(in thousands, except share data)
    
    2005
    
    
    2004
    
    
    2003Pro forma net incomeNet income, as reported
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    67,717Add: Stock-based employee compensation
expense included in reported net
income,
net of related income tax effects
    
    
    239
    
    
    
    177
    
    
    
    231Deduct: 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
    )
    
    
    (1,897
    )Pro forma net income
    
    $
    56,890
    
    
    $
    68,972
    
    
    $
    66,051Earnings per share:Basic as reported
    
    $
    0.98
    
    
    $
    1.19
    
    
    $
    1.16Basic pro forma
    
    $
    0.94
    
    
    $
    1.16
    
    
    $
    1.14Diluted as reported
    
    $
    0.92
    
    
    $
    1.11
    
    
    $
    1.08Diluted pro forma
    
    $
    0.89
    
    
    $
    1.09
    
    
    $
    1.07
 F-19




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 New Accounting Pronouncements:
 (Accounting for Certain Hybrid Financial
Instruments.) (Accounting for Derivative Instruments and Hedging
Activities) (Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities)
 Terms of Loan Products
That May Give Rise to a Concentration of Credit Risk. Disclosures about Fair Value of Financial Instruments.
 Other-Than-Temporary Impairment and
its Application to Certain Investments.
 Accounting for Rental Costs Incurred during a
Construction Period.
 Accounting Changes and Error Corrections  A
Replacement of APB Opinion No. 20 and FASB No. 3. retrospective application
 Determining Whether a
General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights.
 Transition Election Related to Accounting for
the Tax Effects of Share-based Payment Awards.
 F-20




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Practical Accommodation to the Application
of Grant Date as Defined in FASB Statement No. 123(R).
 Share-based payments Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees,
 2. Discontinued Operations and Branch Sale
 Discontinued Operations
    F-21




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   Net interest income
    
    $
    5,870Non-interest income:Investment banking income
    
    
    17,782Income from real estate operations
    
    
    73,547Income from unconsolidated subsidiaries
    
    
    9,564Other
    
    
    4,535Total non-interest income
    
    
    105,428Non-interest expense:Employee compensation and benefits
    
    
    37,222Occupancy and equipment
    
    
    744Advertising and promotion
    
    
    4,546Selling, general and administrative
    
    
    16,504Professional fees
    
    
    3,063Communications
    
    
    1,148Floor broker and clearing fees
    
    
    683Other
    
    
    1,756Total non-interest expenses
    
    
    65,666Income from discontinued operations before
income taxes
    
    
    45,632Provision for income taxes
    
    
    16,512Income from discontinued operations, net of tax
    
    $
    29,120
 F-22




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  GMS &
    
    
    LevittCumberland
    
    
    Spin-off
    
    
    TotalCash
    
    $
    815
    
    
    $
    21,413
    
    
    $
    22,228Securities owned
    
    
    105,083
    
    
    
    
    
    
    
    105,083Loans receivable (1)
    
    
    
    
    
    
    (12,955
    )
    
    
    (12,955
    )Real estate held for development
    
    
    
    
    
    
    257,556
    
    
    
    257,556Investment in unconsolidated subsidiaries
    
    
    
    
    
    
    73,662
    
    
    
    73,662Property and equipment
    
    
    559
    
    
    
    
    
    
    
    559Goodwill
    
    
    1,204
    
    
    
    
    
    
    
    1,204Other assets
    
    
    5,479
    
    
    
    16,256
    
    
    
    21,735Securities sold under agreements to
repurchase
    
    
    
    
    
    
    17,935
    
    
    
    17,935Subordinated debentures
    
    
    
    
    
    
    (111,615
    )
    
    
    (111,615
    )Securities sold but not yet purchased
    
    
    (3,781
    )
    
    
    
    
    
    
    (3,781
    )Due to clearing agent
    
    
    (80,561
    )
    
    
    
    
    
    
    (80,561
    )Other liabilities
    
    
    (4,347
    )
    
    
    (93,179
    )
    
    
    (97,526
    )Stockholders equity
    
    
    
    
    
    
    (125,573
    )
    
    
    (125,573
    )Net assets sold or transferred
    
    
    24,451
    
    
    
    43,500
    
    
    
    67,951Notes receivable  GMS Holdings, Inc.
    
    
    (13,681
    )
    
    
    
    
    
    
    (13,681
    )Notes receivable  Levitt Corporation
    
    
    
    
    
    
    (43,500
    )
    
    
    (43,500
    )Net cash declines due to Levitt spin-off
    
    
    
    
    
    
    (21,413
    )
    
    
    (21,413
    )Cash sold
    
    
    (815
    )
    
    
    
    
    
    
    (815
    )Net cash increase (decrease)
    
    $
    9,955
    
    
    $
    (21,413
    )
    
    $
    (11,458
    )
 
 (1)
    
    Includes $18.1 million of construction loans from BankAtlantic to Levitt that
were eliminated in the Companys consolidated financial statements prior to the Levitt
spin-off transaction. Branch Sale
   AmountAssets sold:Loans
    
    $
    2,235Property and equipment
    
    
    733Liabilities transferred:Deposits
    
    
    (17,716
    )Accrued interest payable
    
    
    (27
    )Net assets sold
    
    
    (14,775
    )Write-off of core deposit intangible assets
    
    
    248Gain on sale of branch
    
    
    922Net cash outflows from sale of branch
    
    $
    (13,605
    )
 F-23




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 3 Securities Available for Sale, Investment Securities, Tax Certificates and Short-Term Investments
  Available for SaleDecember 31, 2005
    
    
    December 31, 2004Gross
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated
    
    
    Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair Value
    
    
    Cost
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    337,381
    
    
    $
    1,547
    
    
    $
    4,749
    
    
    $
    334,179
    
    
    $
    401,566
    
    
    $
    3,848
    
    
    $
    1,587
    
    
    $
    403,827Real estate mortgage investment
conduits
    
    
    49,797
    
    
    
    
    
    
    
    2,436
    
    
    
    47,361
    
    
    
    96,938
    
    
    
    188
    
    
    
    436
    
    
    
    96,690Total mortgage-backed securities
    
    
    387,178
    
    
    
    1,547
    
    
    
    7,185
    
    
    
    381,540
    
    
    
    498,504
    
    
    
    4,036
    
    
    
    2,023
    
    
    
    500,517Investment Securities:Tax-exempt securities
    
    
    204,441
    
    
    
    325
    
    
    
    2,795
    
    
    
    201,971
    
    
    
    219,322
    
    
    
    2,062
    
    
    
    1,030
    
    
    
    220,354Other bonds
    
    
    588
    
    
    
    
    
    
    
    
    
    
    
    588
    
    
    
    585
    
    
    
    
    
    
    
    
    
    
    
    585U.S. Treasury notes
    
    
    998
    
    
    
    2
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity securities
    
    
    82,138
    
    
    
    7,307
    
    
    
    
    
    
    
    89,445
    
    
    
    23,025
    
    
    
    2,679
    
    
    
    
    
    
    
    25,704Total investment securities
    
    
    288,165
    
    
    
    7,634
    
    
    
    2,795
    
    
    
    293,004
    
    
    
    242,932
    
    
    
    4,741
    
    
    
    1,030
    
    
    
    246,643Total
    
    $
    675,343
    
    
    $
    9,181
    
    
    $
    9,980
    
    
    $
    674,544
    
    
    $
    741,436
    
    
    $
    8,777
    
    
    $
    3,053
    
    
    $
    747,160
 Investment Securities and Tax CertificatesDecember 31, 2005
    
    
    December 31, 2004Gross
    
    
    Gross
    
    
    Estimated
    
    
    
    
    
    
    Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair
    
    
    Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Appreciation
    
    
    Depreciation
    
    
    Value
    
    
    Cost
    
    
    Appreciation
    
    
    Depreciation
    
    
    ValueTax certificates (1) Net of allowance of
$3,271
and $3,297, respectively
    
    $
    163,726
    
    
    $
    
    
    
    $
    
    
    
    $
    163,726
    
    
    $
    166,731
    
    
    $
    
    
    
    $
    
    
    
    $
    166,731Tax-exempt securities
    
    
    193,918
    
    
    
    313
    
    
    
    1,428
    
    
    
    192,803
    
    
    
    133,562
    
    
    
    302
    
    
    
    777
    
    
    
    133,087Investment securities (2)
    
    
    6,800
    
    
    
    793
    
    
    
    
    
    
    
    7,593
    
    
    
    6,800
    
    
    
    345
    
    
    
    
    
    
    
    7,145$
    364,444
    
    
    $
    1,106
    
    
    $
    1,428
    
    
    $
    364,122
    
    
    $
    307,093
    
    
    $
    647
    
    
    $
    777
    
    
    $
    306,963
 
 (1)
    
    Management considers estimated fair value equivalent to book value for tax certificates
since these securities have no readily traded market and are deemed to approximate fair value.(2)
    
    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. F-24




---



##### 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
    
    
    LossesSecurities available for sale: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 securities available for sale:
    
    
    276,151
    
    
    
    (3,665
    )
    
    
    185,976
    
    
    
    (6,315
    )
    
    
    462,127
    
    
    
    (9,980
    )Investment securitiesTax exempt securities
    
    
    116,393
    
    
    
    (1,132
    )
    
    
    11,982
    
    
    
    (296
    )
    
    
    128,375
    
    
    
    (1,428
    )Total
    
    $
    392,544
    
    
    $
    (4,797
    )
    
    $
    197,958
    
    
    $
    (6,611
    )
    
    $
    590,502
    
    
    $
    (11,408
    )
   F-25




---



##### 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
    
    
    LossesSecurities available for sale:Mortgage-backed securities
    
    $
    91,091
    
    
    $
    (1,256
    )
    
    $
    52,253
    
    
    $
    (331
    )
    
    $
    143,344
    
    
    $
    (1,587
    )Real estate mortgage investment
conduits
    
    
    71,705
    
    
    
    (436
    )
    
    
    
    
    
    
    
    
    
    
    71,705
    
    
    
    (436
    )Tax exempt securities
    
    
    71,523
    
    
    
    (1,030
    )
    
    
    
    
    
    
    
    
    
    
    71,523
    
    
    
    (1,030
    )Total securities available for sale:
    
    
    234,319
    
    
    
    (2,722
    )
    
    
    52,253
    
    
    
    (331
    )
    
    
    286,572
    
    
    
    (3,053
    )Investment securitiesTax exempt securities
    
    
    78,585
    
    
    
    (777
    )
    
    
    
    
    
    
    
    
    
    
    78,585
    
    
    
    (777
    )Total
    
    $
    312,904
    
    
    $
    (3,499
    )
    
    $
    52,253
    
    
    $
    (331
    )
    
    $
    365,157
    
    
    $
    (3,830
    )
 F-26




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Debt Securities
    
    
    Tax Certificates andAvailable for Sale
    
    
    Investment SecuritiesEstimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Fair
    
    
    Amortized
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    ValueDecember 31, 2005 (1) (2) (3)Due within one year
    
    $
    5,429
    
    
    $
    5,410
    
    
    $
    163,726
    
    
    $
    163,726Due after one year, but
within five years
    
    
    90,319
    
    
    
    89,311
    
    
    
    
    
    
    
    Due after five years, but
within ten years
    
    
    122,187
    
    
    
    120,617
    
    
    
    975
    
    
    
    967Due after ten years
    
    
    375,270
    
    
    
    369,761
    
    
    
    192,943
    
    
    
    191,836Total
    
    $
    593,205
    
    
    $
    585,099
    
    
    $
    357,644
    
    
    $
    356,529
 
 (1)
    
    Scheduled maturities in the above table may vary significantly from
actual maturities due to prepayments.(2)
    
    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 (1 year or less).(3)
    
    Amounts include $356 million of callable tax exempt securities
with call dates ranging from 2006 to 2015.  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Balance, beginning of period
    
    $
    3,297
    
    
    $
    2,870
    
    
    $
    1,873Charge-offs
    
    
    (979
    )
    
    
    (491
    )
    
    
    (869
    )Recoveries
    
    
    603
    
    
    
    918
    
    
    
    666Net (charge-offs) recoveries
    
    
    (376
    )
    
    
    427
    
    
    
    (203
    )Provision charged to
operations
    
    
    350
    
    
    
    
    
    
    
    1,200Balance, end of period
    
    $
    3,271
    
    
    $
    3,297
    
    
    $
    2,870
 F-27




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Gross gains on securities
activities
    
    $
    859
    
    
    $
    3,694
    
    
    $
    457Gross losses on securities
activities
    
    
    (18
    )
    
    
    
    
    
    
    (1,961
    )Unrealized gain on future contract
    
    
    12
    
    
    
    36
    
    
    
    Unrealized loss on future contract
    
    
    (6
    )
    
    
    
    
    
    
    (49
    )Net gains (losses) on the sales of
securities available for sale
    
    $
    847
    
    
    $
    3,730
    
    
    $
    (1,553
    )
   December 31,2005
    
    
    2004Debt obligations:State and municipal obligations
    
    $
    76,568
    
    
    $
    10,824Corporate debt
    
    
    3,410
    
    
    
    10,093Obligations of U.S. Government
agencies
    
    
    45,827
    
    
    
    57,659Equity securities
    
    
    23,645
    
    
    
    18,042Mutual funds and other
    
    
    28,359
    
    
    
    27,898Certificates of deposit
    
    
    2,483
    
    
    
    927Total
    
    $
    180,292
    
    
    $
    125,443
    December 31,2005
    
    
    2004Equity securities
    
    $
    3,780
    
    
    $
    3,498Corporate debt
    
    
    1,332
    
    
    
    9,958State and municipal obligations
    
    
    41
    
    
    
    269Obligations of U.S. Government
agencies
    
    
    29,653
    
    
    
    25,384Certificates of deposit
    
    
    371
    
    
    
    353$
    35,177
    
    
    $
    39,462
  F-28




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   For the Years Ended December 31,2005
    
    2004
    
    2003Ending Balance
    
    $
    
    
    
    $
    
    
    
    $
    Maximum outstanding at any month end
within period
    
    $
    
    
    
    $
    
    
    
    $
    160,000Average amount invested during period
    
    $
    
    
    
    $
    
    
    
    $
    31,589Average yield during period
    
    
    
    %
    
    
    
    %
    
    
    0.60
    %
   For the Years Ended December 31,2005
    
    2004
    
    2003Ending Balance
    
    $
    1,057
    
    
    $
    5,100
    
    
    $
    Maximum outstanding at any month end
within period
    
    $
    8,648
    
    
    $
    54,530
    
    
    $
    83,000Average amount invested during period
    
    $
    4,275
    
    
    $
    6,282
    
    
    $
    16,499Average yield during period
    
    
    1.87
    %
    
    
    0.75
    %
    
    
    1.01
    %
   December 31,2005
    
    
    2004Treasury tax and loan
    
    $
    51,911
    
    
    $
    1,784Repurchase agreements
    
    
    118,527
    
    
    
    312,171Public deposits
    
    
    37,923
    
    
    
    53,838$
    208,361
    
    
    $
    367,793
  F-29




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  For The Years Ended December 31,2005
    
    
    2004
    
    
    2003Net change in other comprehensive income
on securities available for sale
    
    $
    (6,863
    )
    
    $
    (3,190
    )
    
    $
    (13,073
    )Change in deferred tax benefit on net unrealized
depreciation on securities available for sale
    
    
    (2,509
    )
    
    
    (1,145
    )
    
    
    (4,737
    )Change in stockholders equity from net
unrealized
depreciation on securities
    
    $
    (4,354
    )
    
    $
    (2,045
    )
    
    $
    (8,336
    )
  December 31,2005
    
    
    2004Unrealized (losses) gains on securities
    
    $
    (443
    )
    
    $
    3,911Minimum pension liability
    
    
    (5,892
    )
    
    
    (4,903
    )Accumulated other comprehensive income
    
    $
    (6,335
    )
    
    $
    (992
    )
 F-30




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 4. Loans Receivable
  December 31,2005
    
    
    2004Real estate loans:Residential
    
    $
    2,043,055
    
    
    $
    2,065,658Construction and development
    
    
    1,339,576
    
    
    
    1,454,048Commercial
    
    
    1,060,245
    
    
    
    1,075,391Small business
    
    
    151,924
    
    
    
    123,740Loans to Levitt Corporation
    
    
    223
    
    
    
    8,621Other loans:Home equity
    
    
    513,813
    
    
    
    457,058Commercial business
    
    
    89,752
    
    
    
    91,505Small business  non-mortgage
    
    
    83,429
    
    
    
    66,679Loans to Levitt Corporation
    
    
    
    
    
    
    38,000Consumer loans
    
    
    21,469
    
    
    
    14,540Deposit overdrafts
    
    
    5,694
    
    
    
    3,894Residential loans held for sale
    
    
    2,538
    
    
    
    4,646Discontinued loan products (1)
    
    
    1,207
    
    
    
    8,285Total gross loans
    
    
    5,312,925
    
    
    
    5,412,065Adjustments:Undisbursed portion of loans in
process
    
    
    (649,296
    )
    
    
    (767,804
    )Premiums related to purchased loans
    
    
    5,566
    
    
    
    6,609Deferred fees
    
    
    (3,231
    )
    
    
    (5,812
    )Allowance for loan and lease losses
    
    
    (41,192
    )
    
    
    (46,010
    )Loans receivable  net
    
    $
    4,624,772
    
    
    $
    4,599,048
 
 (1)
    
    Discontinued loan products consist of lease financings and indirect
consumer loans. These loan products were discontinued during prior periods.  Florida
    
    
    57
    %California
    
    
    11
    %Northeast
    
    
    8
    %Other
    
    
    24
    %100
    %
  F-31




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Allowance for Loan Losses (in thousands)
 For Years Ended December 31,2005
    
    
    2004
    
    
    2003Balance, beginning of period
    
    $
    46,010
    
    
    $
    45,595
    
    
    $
    48,022Loans charged-off
    
    
    (2,694
    )
    
    
    (4,076
    )
    
    
    (11,723
    )Recoveries of loans previously charged-off
    
    
    4,491
    
    
    
    9,600
    
    
    
    10,577Net recoveries (charge-offs)
    
    
    1,797
    
    
    
    5,524
    
    
    
    (1,146
    )Allowance for loan losses, acquired
    
    
    
    
    
    
    
    
    
    
    (734
    )Net provision credited to operations
    
    
    (6,615
    )
    
    
    (5,109
    )
    
    
    (547
    )Balance, end of period
    
    $
    41,192
    
    
    $
    46,010
    
    
    $
    45,595
  December 31, 2005
    
    
    December 31, 2004Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans
with specific
valuation
allowances
    
    $
    386
    
    
    $
    193
    
    
    $
    247
    
    
    $
    123Impaired loans
without specific
valuation
allowances
    
    
    6,878
    
    
    
    
    
    
    
    8,123
    
    
    
    Total
    
    $
    7,264
    
    
    $
    193
    
    
    $
    8,370
    
    
    $
    123
   For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Contracted interest
income
    
    $
    343
    
    
    $
    464
    
    
    $
    666Interest income
recognized
    
    
    (192
    )
    
    
    (192
    )
    
    
    (396
    )Foregone interest income
    
    $
    151
    
    
    $
    272
    
    
    $
    270
  F-32




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Non-performing assets (in thousands):
 December 31,2005
    
    
    2004
    
    
    2003Non-accrual  tax certificates
    
    $
    388
    
    
    $
    381
    
    
    $
    894Non-accrual  loansResidential
    
    
    5,981
    
    
    
    5,538
    
    
    
    9,777Commercial real estate and business
    
    
    340
    
    
    
    340
    
    
    
    52Small business
    
    
    9
    
    
    
    88
    
    
    
    155Lease financing
    
    
    
    
    
    
    727
    
    
    
    25Consumer
    
    
    471
    
    
    
    1,210
    
    
    
    794Total non-accrual loans
    
    
    6,801
    
    
    
    7,903
    
    
    
    10,803Real estate owned
    
    
    967
    
    
    
    692
    
    
    
    2,422Total non-performing assets
    
    $
    8,156
    
    
    $
    8,976
    
    
    $
    14,119
 Other potential problem loans (in thousands):
 December 31,2005
    
    
    2004
    
    
    2003Loans contractually past due 90 days or more
and still accruing
    
    $
    
    
    
    $
    
    
    
    $
    135Performing impaired loans, net of specific
allowances
    
    
    193
    
    
    
    320
    
    
    
    180Restructured loans
    
    
    77
    
    
    
    24
    
    
    
    1,387Total potential problem loans
    
    $
    270
    
    
    $
    344
    
    
    $
    1,702
   For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Real estate acquired in
settlement of loans and
tax certificates:Operating expenses, net
    
    $
    (75
    )
    
    $
    (137
    )
    
    $
    (1,122
    )Provisions for losses on REO
    
    
    
    
    
    
    (5
    )
    
    
    (812
    )Net gains on sales
    
    
    1,840
    
    
    
    694
    
    
    
    1,984Total income from
real estate
acquired
    
    $
    1,765
    
    
    $
    552
    
    
    $
    50
  F-33




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 5. Accrued Interest Receivable
  December 31,2005
    
    
    2004Loans receivable
    
    $
    26,107
    
    
    $
    22,128Investment securities and
tax certificates
    
    
    10,929
    
    
    
    9,527Securities available for sale
    
    
    4,454
    
    
    
    4,327Accrued interest receivable
    
    $
    41,490
    
    
    $
    35,982
 6. Office Properties and Equipment
  December 31,2005
    
    
    2004Land
    
    $
    35,364
    
    
    $
    28,958Buildings and improvements
    
    
    85,211
    
    
    
    81,650Furniture and equipment
    
    
    98,849
    
    
    
    73,702Total
    
    
    219,424
    
    
    
    184,310Less accumulated depreciation
    
    
    65,304
    
    
    
    54,520Office properties and
equipment, net
    
    $
    154,120
    
    
    $
    129,790
   F-34




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 7. Deposits
  December 31,2005
    
    
    2004Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentInterest free checking
    
    $
    1,019,949
    
    
    
    27.18
    %
    
    $
    890,398
    
    
    
    25.75
    %Insured money fund savings1.76% at December 31, 2005,1.05% at December 31, 2004,
    
    
    846,441
    
    
    
    22.56
    
    
    
    875,422
    
    
    
    25.32NOW accounts0.50% at December 31, 2005,0.30% at December 31, 2004,
    
    
    755,708
    
    
    
    20.14
    
    
    
    658,137
    
    
    
    19.04Savings accounts0.46% at December 31, 2005,0.28% at December 31, 2004,
    
    
    313,889
    
    
    
    8.36
    
    
    
    270,001
    
    
    
    7.81Total non-certificate accounts
    
    
    2,935,987
    
    
    
    78.24
    
    
    
    2,693,958
    
    
    
    77.92Certificate accounts:Less than 2.00%
    
    
    20,546
    
    
    
    0.55
    
    
    
    302,319
    
    
    
    8.742.01% to 3.00%
    
    
    181,589
    
    
    
    4.84
    
    
    
    327,958
    
    
    
    9.493.01% to 4.00%
    
    
    475,750
    
    
    
    12.67
    
    
    
    74,439
    
    
    
    2.154.01% to 5.00%
    
    
    130,288
    
    
    
    3.47
    
    
    
    21,357
    
    
    
    0.625.01% to 6.00%
    
    
    4,767
    
    
    
    0.13
    
    
    
    34,988
    
    
    
    1.01Total certificate accounts
    
    
    812,940
    
    
    
    21.66
    
    
    
    761,061
    
    
    
    22.01Total deposit accounts
    
    
    3,748,927
    
    
    
    99.90
    
    
    
    3,455,019
    
    
    
    99.93Premium on brokered deposits
    
    
    (35
    )
    
    
    (0.00
    )
    
    
    (308
    )
    
    
    (0.01
    )Fair value adjustment related to acquisitions
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    0.00Interest earned not credited to deposit
accounts
    
    
    3,784
    
    
    
    0.10
    
    
    
    2,475
    
    
    
    0.08Total
    
    $
    3,752,676
    
    
    
    100.00
    %
    
    $
    3,457,202
    
    
    
    100.00
    %
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Money fund savings and NOW accounts
    
    $
    16,592
    
    
    $
    10,860
    
    
    $
    11,142Savings accounts
    
    
    909
    
    
    
    652
    
    
    
    856Certificate accounts  below $100,000
    
    
    12,676
    
    
    
    8,126
    
    
    
    10,914Certificate accounts, $100,000 and
above
    
    
    10,225
    
    
    
    8,873
    
    
    
    13,457Less early withdrawal penalty
    
    
    (318
    )
    
    
    (156
    )
    
    
    (180
    )Total
    
    $
    40,084
    
    
    $
    28,355
    
    
    $
    36,189
 F-35




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  For the Years Ending December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter0.00% to 2.00%
    
    $
    17,253
    
    
    $
    2,242
    
    
    $
    422
    
    
    $
    384
    
    
    $
    96
    
    
    $
    1492.01% to 3.00%
    
    
    162,503
    
    
    
    14,780
    
    
    
    3,188
    
    
    
    997
    
    
    
    122
    
    
    
    3.01% to 4.00%
    
    
    395,628
    
    
    
    45,924
    
    
    
    22,315
    
    
    
    6,114
    
    
    
    5,348
    
    
    
    4204.01% to 5.00%
    
    
    84,378
    
    
    
    28,735
    
    
    
    8,293
    
    
    
    6,977
    
    
    
    1,905
    
    
    
    5.01% and greater
    
    
    2,773
    
    
    
    1,673
    
    
    
    314
    
    
    
    
    
    
    
    
    
    
    
    7Total
    
    $
    662,535
    
    
    $
    93,354
    
    
    $
    34,532
    
    
    $
    14,472
    
    
    $
    7,471
    
    
    $
    576
  December 31,20053 months or less
    
    $
    142,9014 to 6 months
    
    
    89,2907 to 12 months
    
    
    73,346More than 12 months
    
    
    57,430Total
    
    $
    362,967
  2005
    
    
    2004Brokered deposits
    
    $
    77,898
    
    
    $
    140,116Public deposits
    
    
    63,767
    
    
    
    114,052Total institutional
deposits
    
    $
    141,665
    
    
    $
    254,168
   F-36




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 8. Advances from Federal Home Loan Bank and Federal Funds Purchased
 Advances from Federal Home Loan Bank (FHLB) (dollars in thousands
 Payable During Year
    
    Year
    
    
    
    December 31,Ending December 31,
    
    Callable
    
    Interest Rate
    
    2005
    
    
    20042005
    
    
    
    1.86%
    
    $
    
    
    
    $
    7,5002006
    
    
    
    1.89%
    
    
    2,083
    
    
    
    10,4172008
    
    
    
    5.14% to 5.67%
    
    
    409,000
    
    
    
    409,0002010
    
    
    
    5.84% to 6.34%
    
    
    32,000
    
    
    
    32,0002011
    
    
    
    4.50% to 5.05%
    
    
    80,000
    
    
    
    50,000Total fixed rate advances
    
    
    
    
    
    
    523,083
    
    
    
    508,917European
callable fixed rate advances 
2011
    
    2005
    
    5.05%
    
    
    
    
    
    
    30,000Bermuda
callable fixed rate advances 
2009
    
    2006
    
    4.46%
    
    
    10,000
    
    
    
    10,0002005
    
    
    
    2.13% to 2.57%
    
    
    
    
    
    
    870,0002006
    
    
    
    1.18% to 2.39%
    
    
    
    
    
    
    125,0002006
    
    
    
    4.11% to 4.51%
    
    
    650,000
    
    
    
    Total adjustable rate advances
    
    
    
    
    
    
    650,000
    
    
    
    995,0002009
    
    2006
    
    4.14%
    
    
    25,000
    
    
    
    2010
    
    2006
    
    3.71%
    
    
    25,000
    
    
    
    2012
    
    2006
    
    3.71% to 4.14%
    
    
    50,000
    
    
    
    Flipper callable adjustable rate advances
    
    
    
    
    
    
    100,000
    
    
    
    Purchase accounting fair value
adjustments
    
    
    
    
    
    
    449
    
    
    
    580Total FHLB advances
    
    
    
    
    
    $
    1,283,532
    
    
    $
    1,544,497Average cost during period
    
    
    
    
    
    
    4.04
    %
    
    
    3.93
    %Average cost end of period
    
    
    
    
    
    
    4.76
    %
    
    
    3.41
    %
       F-37




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Federal Funds Purchased and Treasury Borrowings :
  2005
    
    2004
    
    2003Ending balance
    
    $
    139,475
    
    
    $
    105,000
    
    
    $
    Maximum outstanding at any month end
Within period
    
    $
    181,065
    
    
    $
    105,000
    
    
    $
    180,000Average amount outstanding during
period
    
    $
    124,605
    
    
    $
    47,661
    
    
    $
    60,179Average cost during period
    
    
    3.42
    %
    
    
    2.47
    %
    
    
    1.29
    %
 9. Securities Sold Under Agreements to Repurchase
   For the Years Ended December 31,2005
    
    2004
    
    2003Maximum borrowing at any month-end within
the period
    
    $
    287,088
    
    
    $
    374,824
    
    
    $
    365,042Average borrowing during the period
    
    $
    185,111
    
    
    $
    189,398
    
    
    $
    193,068Average interest cost during the period
    
    
    2.88
    %
    
    
    1.26
    %
    
    
    1.11
    %Average interest cost at end of the period
    
    
    4.10
    %
    
    
    2.16
    %
    
    
    0.73
    %
  WeightedEstimated
    
    
    
    
    
    
    AverageAmortized
    
    
    Fair
    
    
    Repurchase
    
    
    InterestCost
    
    
    Value
    
    
    Balance
    
    
    RateDecember 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
    %December 31, 2004 (1)Mortgage-backed
securities
    
    $
    213,824
    
    
    $
    215,904
    
    
    $
    202,358
    
    
    
    2.09
    %REMIC
    
    
    96,644
    
    
    
    96,267
    
    
    
    94,285
    
    
    
    2.30Total
    
    $
    310,468
    
    
    $
    312,171
    
    
    $
    296,643
    
    
    
    2.16
    %
 
  F-38




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  10. Notes, Bonds and Junior Subordinated Debentures
  Issue
    
    December 31,
    
    
    Interest
    
    MaturityDate
    
    2005
    
    
    2004
    
    
    Rate
    
    DateBankAtlantic Bancorp
BorrowingsBank line of credit
    
    9/16/05
    
    $
    
    
    
    $
    
    
    
    Prime -.50%
    
    9/15/2006Bank line of credit
    
    8/24/00
    
    
    
    
    
    
    100
    
    
    Prime -.50%
    
    3/1/2007Total BBC borrowings
    
    
    
    
    
    
    
    
    100BankAtlantic BorrowingsSubordinated debentures (1)
    
    10/29/02
    
    
    22,000
    
    
    
    22,000
    
    
    LIBOR + 3.45%
    
    11/7/2012Development notes
    
    3/22/02
    
    
    7,651
    
    
    
    1,036
    
    
    Prime + 1.00%
    
    8/26/2006Development notes
    
    3/22/02
    
    
    468
    
    
    
    4,647
    
    
    Prime + .75%
    
    5/1/2006Mortgage-Backed Bond
    
    3/22/02
    
    
    8,973
    
    
    
    9,958
    
    
    (2)
    
    9/30/2013Total BankAtlantic borrowings
    
    
    
    
    39,092
    
    
    
    37,641Total notes and bonds
    
    
    
    $
    39,092
    
    
    $
    37,741BankAtlantic secured
borrowings
    
    Various
    
    $
    138,270
    
    
    $
    
    
    
    Floating
    
    Various
 
 (1)
    
    LIBOR interested 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
    
    
    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
(1)
    
    
    
    $
    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. F-39




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Year EndingDecember 31,
    
    Amount2006
    
    $
    66,8162007
    
    
    37,1852008
    
    
    28,1592009
    
    
    10,8132010
    
    
    3,416Thereafter
    
    
    294,239$
    440,628
  Junior Subordinated Debentures:
  BankAtlantic Bancorp:
 Revolving Credit Facilities
   F-40




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  BankAtlantic:
    Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities,
 Indentures
  11. Restricted Stock, Common Stock and Common Stock Option Plans
 Issuance and Redemption of Class A Common Stock
   Restricted Stock:
  F-41




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    BankAtlantic Bancorp Stock Option Plans:
 Stock Option PlansMaximum Term (3)
    
    Shares Authorized (6)
    
    Class of Stock
    
    Vesting Requirements
    
    Type of Options (5)1996 Stock Option Plan
    
    10 years
    
    
    2,246,094
    
    
    A
    
    5 Years (1)
    
    ISO, NQ1998 Ryan Beck Option Plan
    
    10 years
    
    
    362,417
    
    
    A
    
    
    (4
    )
    
    ISO, NQ1998 Stock Option Plan
    
    10 years
    
    
    920,000
    
    
    A
    
    5 Years (1)
    
    ISO, NQ1999 Non-qualifying Stock Option Plan
    
    10 years
    
    
    862,500
    
    
    A
    
    
    (2
    )
    
    NQ1999 Stock Option Plan
    
    10 years
    
    
    862,500
    
    
    A
    
    
    (2
    )
    
    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
    
    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. All directors stock options vest immediately.(2)
    
    Vesting is established by the Compensation Committee.(3)
    
    All outstanding options must be exercised no later than 10 years after their
grant date.(4)
    
    Upon acquisition of Ryan Beck the Company assumed all options outstanding under
Ryan Becks existing stock option plans at various exercise prices based upon the
exercise prices of the assumed option. No new options will be issued under the 1998
Ryan Beck option plan and the plan will terminate when the outstanding options are
exercised or expire.(5)
    
    ISO  Incentive Stock OptionNQ  Non-qualifying Stock Option(6)
    
    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.  F-42




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Class AOutstandingOptionsOutstanding at December 31, 2002
    
    
    7,449,348Exercised
    
    
    (1,301,470
    )Forfeited
    
    
    (224,781
    )Issued
    
    
    1,015,123Outstanding at December 31, 2003
    
    
    6,938,220Exercised
    
    
    (1,461,678
    )Forfeited
    
    
    (77,797
    )Issued
    
    
    776,100Outstanding at December 31, 2004
    
    
    6,174,845Exercised
    
    
    (923,140
    )Forfeited
    
    
    (71,023
    )Issued
    
    
    858,571Outstanding at December 31, 2005
    
    
    6,039,253Available for grant at December 31, 2005
    
    
    5,139,911
 For the Years Ended December 31,2005
    
    2004
    
    2003Weighted average exercise price of options
outstanding
    
    $
    9.08
    
    
    $
    6.79
    
    
    $
    4.62Weighted average exercise price of options exercised
    
    $
    2.52
    
    
    $
    2.56
    
    
    $
    4.10Weighted average price of options forfeited
    
    $
    11.13
    
    
    $
    8.15
    
    
    $
    5.14
  Weighted AverageNumber of
    
    
    
    
    
    Risk Free
    
    
    
    ExpectedYear of
    
    Options
    
    Grant Date
    
    Exercise
    
    Interest
    
    Expected
    
    DividendGrant
    
    Granted
    
    Fair Value
    
    Price
    
    Rate
    
    Volatility
    
    Yield2003
    
    1,015,123
    
    $3.66
    
    $7.45
    
    3.34%
    
    50.00 %
    
    1.27%2004
    
    776,100
    
    $8.42
    
    $18.20
    
    4.32%
    
    41.00 %
    
    0.73%2005
    
    858,571
    
    $7.27
    
    $18.74
    
    4.10%
    
    31.00 %
    
    0.76%
  F-43




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Class of
    
    Range of
    
    
    Number
    
    
    Average
    
    
    Average
    
    
    Number
    
    
    AverageCommon
    
    Exercise
    
    
    Outstanding
    
    
    Remaining
    
    
    Exercise
    
    
    Exercisable
    
    
    ExerciseStock
    
    Prices
    
    
    at 12/31/05
    
    
    Contractual Life
    
    
    Price
    
    
    at 12/31/05
    
    
    PriceA
    
    $1.92 to  $3.83
    
    
    1,405,105
    
    
    3.4 years
    
    $
    3.22
    
    
    
    722,036
    
    
    $
    3.45A
    
    $3.84 to  $6.70
    
    
    1,180,961
    
    
    2.4 years
    
    
    4.98
    
    
    
    1,179,459
    
    
    
    4.98A
    
    $6.71 to  $9.36
    
    
    1,811,822
    
    
    6.7 years
    
    
    7.98
    
    
    
    65,310
    
    
    
    8.01A
    
    $
    9.37 to $19.02
    
    
    
    1,641,365
    
    
    8.9 years
    
    
    18.32
    
    
    
    89,415
    
    
    
    15.426,039,253
    
    
    5.7 years
    
    $
    9.08
    
    
    
    2,056,220
    
    
    $
    4.99
  Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Class of
    
    Range of
    
    
    Number
    
    
    Average
    
    
    Average
    
    
    Number
    
    
    AverageCommon
    
    Exercise
    
    
    Outstanding
    
    
    Remaining
    
    
    Exercise
    
    
    Exercisable
    
    
    ExerciseStock
    
    Prices
    
    
    at 12/31/04
    
    
    Contractual Life
    
    
    Price
    
    
    at 12/31/04
    
    
    PriceA
    
    $1.73 to  $1.91
    
    
    620,358
    
    
    0.3 years
    
    $
    1.77
    
    
    
    620,358
    
    
    $
    1.77A
    
    $1.92 to  $3.83
    
    
    1,533,561
    
    
    4.3 years
    
    
    3.19
    
    
    
    469,150
    
    
    
    3.71A
    
    $3.84 to  $6.70
    
    
    1,347,449
    
    
    3.4 years
    
    
    4.94
    
    
    
    1,345,947
    
    
    
    4.94A
    
    $6.71 to  $9.36
    
    
    1,897,377
    
    
    7.6 years
    
    
    8.00
    
    
    
    108,416
    
    
    
    8.03A
    
    $
    9.37 to $18.20
    
    
    
    776,100
    
    
    9.5 years
    
    
    18.20
    
    
    
    35,000
    
    
    
    18.206,174,845
    
    
    5.4 years
    
    $
    6.79
    
    
    
    2,578,871
    
    
    $
    4.28
  Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Class of
    
    Range of
    
    
    Number
    
    
    Average
    
    
    Average
    
    
    Number
    
    
    AverageCommon
    
    Exercise
    
    
    Outstanding
    
    
    Remaining
    
    
    Exercise
    
    
    Exercisable
    
    
    ExerciseStock
    
    Prices
    
    
    at 12/31/03
    
    
    Contractual Life
    
    
    Price
    
    
    at 12/31/03
    
    
    PriceA
    
    $
    1.73 to 1.91
    
    
    
    1,673,384
    
    
    0.9 years
    
    $
    1.77
    
    
    
    1,281,013
    
    
    $
    1.77A
    
    $
    1.92 to 3.83
    
    
    
    1,563,844
    
    
    5.3 years
    
    
    3.19
    
    
    
    368,829
    
    
    
    3.71A
    
    $
    3.84 to 6.70
    
    
    
    1,752,835
    
    
    4.5 years
    
    
    4.89
    
    
    
    725,370
    
    
    
    5.00A
    
    $
    6.71 to 9.36
    
    
    
    1,948,157
    
    
    8.7 years
    
    
    8.00
    
    
    
    82,995
    
    
    
    8.386,938,220
    
    
    5.0 years
    
    $
    4.62
    
    
    
    2,458,207
    
    
    $
    3.23
 F-44




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Ryan Beck Stock Option Plan:
  RB HoldingsOutstandingOptionsOutstanding at December 31, 2002
    
    
    1,477,500Exercised
    
    
    Forfeited
    
    
    (22,500
    )Issued
    
    
    75,000Outstanding at December 31, 2003
    
    
    1,530,000Exercised
    
    
    (90,000
    )Forfeited
    
    
    (15,000
    )Issued
    
    
    820,500Outstanding at December 31, 2004
    
    
    2,245,500Exercised
    
    
    Forfeited
    
    
    (198,500
    )Issued
    
    
    22,000Outstanding at December 31, 2005
    
    
    2,069,000Available for grant at December 31, 2005
    
    
    368,500
   F-45




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 12. Income Taxes
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Continuing operations
    
    $
    33,498
    
    
    $
    39,910
    
    
    $
    23,424Discontinued operations
    
    
    
    
    
    
    
    
    
    
    16,512Total provision for income
taxes
    
    $
    33,498
    
    
    $
    39,910
    
    
    $
    39,936Continuing operations:Current:Federal
    
    $
    33,153
    
    
    $
    28,494
    
    
    $
    15,555State
    
    
    6,240
    
    
    
    4,783
    
    
    
    2,51539,393
    
    
    
    33,277
    
    
    
    18,070Deferred:Federal
    
    
    (4,846
    )
    
    
    6,811
    
    
    
    6,429State
    
    
    (1,049
    )
    
    
    (178
    )
    
    
    (1,075
    )(5,895
    )
    
    
    6,633
    
    
    
    5,354Provision for income taxes
    
    $
    33,498
    
    
    $
    39,910
    
    
    $
    23,424
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Income tax provision at expected
federal income tax rate of 35%
    
    $
    32,438
    
    
    
    35.00
    %
    
    $
    38,737
    
    
    
    35.00
    %
    
    $
    21,707
    
    
    
    35.00
    %Increase (decrease) resulting from:Tax-exempt income
    
    
    (5,154
    )
    
    
    (5.56
    )
    
    
    (1,817
    )
    
    
    (1.64
    )
    
    
    (267
    )
    
    
    (0.43
    )Provision for state taxes,
net of federal benefit
    
    
    3,373
    
    
    
    3.64
    
    
    
    2,993
    
    
    
    2.70
    
    
    
    2,104
    
    
    
    3.39Change in State tax valuation
allowance
    
    
    777
    
    
    
    0.84
    
    
    
    94
    
    
    
    0.08
    
    
    
    (1,168
    )
    
    
    (1.88
    )Low income housing tax credits
    
    
    (549
    )
    
    
    (0.59
    )
    
    
    (468
    )
    
    
    (0.42
    )
    
    
    (555
    )
    
    
    (0.89
    )Non-deductible fines and penalties
    
    
3,500
    
    
    
3.78Levitt spin-off nondeductible items
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    0.08
    
    
    
    1,275
    
    
    
    2.06Other  net
    
    
    (887
    )
    
    
    (0.96
    )
    
    
    281
    
    
    
    0.26
    
    
    
    328
    
    
    
    0.52Provision for income taxes
    
    $
    33,498
    
    
    
    36.15
    %
    
    $
    39,910
    
    
    
    36.06
    %
    
    $
    23,424
    
    
    
    37.77
    %
 F-46




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Deferred tax assets:Allowance for loans, REO, tax certificate losses, reserves and
write-downs
for financial statement purposes
    
    $
    19,978
    
    
    $
    20,752
    
    
    $
    27,419Federal and State net operating loss and capital loss carryforward
    
    
    3,609
    
    
    
    2,722
    
    
    
    2,661Compensation expensed for books and deferred for tax purposes
    
    
    10,225
    
    
    
    4,746
    
    
    
    3,754Real estate held for development and sale capitalized costs for tax
purposes
in excess of amounts capitalized for financial statement purposes
    
    
    1,135
    
    
    
    1,078
    
    
    
    1,293Accumulated other comprehensive income
    
    
    4,057
    
    
    
    606
    
    
    
    Other
    
    
    1,930
    
    
    
    1,397
    
    
    
    1,291Total gross deferred tax assets
    
    
    40,934
    
    
    
    31,301
    
    
    
    36,418Less valuation allowance
    
    
    (3,341
    )
    
    
    (2,564
    )
    
    
    (2,470
    )Total deferred tax assets
    
    
    37,593
    
    
    
    28,737
    
    
    
    33,948Deferred tax liabilities:Deferred loan income
    
    
    1,452
    
    
    
    1,190
    
    
    
    885Purchase accounting adjustments for bank acquisitions
    
    
    2,219
    
    
    
    1,920
    
    
    
    2,229Accumulated other comprehensive income
    
    
    
    
    
    
    
    
    
    
    3,297Prepaid pension expense
    
    
    2,454
    
    
    
    2,517
    
    
    
    2,607Depreciation for tax greater than book
    
    
    665
    
    
    
    1,146
    
    
    
    Securities owned recorded at fair value for books and historical
cost for tax purposes
    
    
    931
    
    
    
    1,216
    
    
    
    1,327Other
    
    
    257
    
    
    
    479
    
    
    
    604Total gross deferred tax liabilities
    
    
    7,978
    
    
    
    8,468
    
    
    
    10,949Net deferred tax asset
    
    
    29,615
    
    
    
    20,269
    
    
    
    22,999Less net deferred tax asset at beginning of period
    
    
    (20,269
    )
    
    
    (22,999
    )
    
    
    (35,316
    )Increase (decrease) in accumulated other comprehensive income
    
    
    (3,451
    )
    
    
    (3,903
    )
    
    
    1,019Benefit (provision) for deferred income taxes
    
    
    5,895
    
    
    
    (6,633
    )
    
    
    (11,298
    )Benefit for deferred income taxes  discontinued operations
    
    
    
    
    
    
    
    
    
    
    4,073Reduction in deferred tax asset associated with Levitt spin-off and GMS
    
    
    
    
    
    
    
    
    
    
    1,871Benefit (provision) for deferred income taxes  continuing operations
    
    $
    5,895
    
    
    $
    (6,633
    )
    
    $
    (5,354
    )
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Balance, beginning of period
    
    $
    2,564
    
    
    $
    2,470
    
    
    $
    4,369Discontinued operations valuation allowance activity
    
    
    
    
    
    
    
    
    
    
    (418
    )Increase (reduction) in state deferred tax
valuation allowance
    
    
    777
    
    
    
    94
    
    
    
    (1,168
    )Other decreases and reclassifications
    
    
    
    
    
    
    
    
    
    
    (313
    )Balance, end of period
    
    $
    3,341
    
    
    $
    2,564
    
    
    $
    2,470
  F-47




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    13. Pension and 401(k) Plans
 BankAtlantic Pension Plan
   December 31,2005
    
    
    2004Projected benefit obligation at the beginning of
the year
    
    $
    26,234
    
    
    $
    23,094Interest cost
    
    
    1,565
    
    
    
    1,508Actuarial loss
    
    
    2,361
    
    
    
    2,421Benefits paid
    
    
    (779
    )
    
    
    (789
    )Projected benefit obligation at end of year
    
    $
    29,381
    
    
    $
    26,234
 December 31,2005
    
    
    2004Fair value of Plan assets at the beginning of year
    
    $
    25,097
    
    
    $
    23,927Actual return on Plan assets
    
    
    1,833
    
    
    
    1,959Employer contribution
    
    
    
    
    
    
    Benefits paid
    
    
    (779
    )
    
    
    (789
    )Fair value of Plan assets as of actuarial date
    
    $
    26,151
    
    
    $
    25,097
 F-48




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 December 31,2005
    
    
    2004Actuarial present value of projected benefit obligation
for service
rendered to date
    
    $
    (29,381
    )
    
    $
    (26,234
    )Plan assets at fair value as of the actuarial date
    
    
    26,151
    
    
    
    25,097(Unfunded) accumulated benefit obligation (1)
    
    
    (3,230
    )
    
    
    (1,137
    )Unrecognized net loss from past experience different from
that assumed and effects of changes in assumptions
    
    
    9,917
    
    
    
    7,661Prepaid pension cost (2)
    
    $
    6,687
    
    
    $
    6,524
 
 (1)
    
    The measurement date for the accumulated benefit obligation was December 31,
2005 and 2004. 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.  December 31,2005
    
    
    2004Change in prepaid pension cost
    
    $
    
    
    
    $
    (6,524
    )Change in minimum pension liability
    
    
    (2,093
    )
    
    
    (1,137
    )Change in deferred tax assets
    
    
    942
    
    
    
    2,758Other adjustments
    
    
    162
    
    
    
    Decrease in other comprehensive
income
    
    $
    (989
    )
    
    $
    (4,903
    )
  For the Years Ended2005
    
    
    2004
    
    
    2003Service cost benefits earned during the
period
    
    $
    
    
    
    $
    
    
    
    $
    Interest cost on projected benefit obligation
    
    
    1,565
    
    
    
    1,508
    
    
    
    1,485Expected return on plan assets
    
    
    (2,100
    )
    
    
    (1,998
    )
    
    
    (1,470
    )Amortization of unrecognized net gains and
losses
    
    
    698
    
    
    
    723
    
    
    
    1,212Net periodic pension expense (1)
    
    $
    163
    
    
    $
    233
    
    
    $
    1,227
 
 (1)
    
    Periodic pension expense is included as an increase in compensation expense.  For the Years EndedDecember 31,2005
    
    
    2004
    
    
    2003Weighted average discount rate
    
    
    5.50
    %
    
    
    6.00
    %
    
    
    6.75
    %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-49




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Plan AssetsAt December 31,2005
    
    
    2004Equity securities
    
    
    76.19
    %
    
    
    76.62
    %Debt securities
    
    
    20.54
    
    
    
    21.57Cash
    
    
    3.27
    
    
    
    1.81Total
    
    
    100.00
    %
    
    
    100.00
    %
    PensionExpected Future Service
    
    Benefits2006
    
    $
    8902007
    
    
    9132008
    
    
    9802009
    
    
    1,1772010
    
    
    1,372Years 2011-2015
    
    
    7,672
  F-50




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 BankAtlantic 401(k) Plan
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Employee Salary Contribution
Limit (1)
    
    $
    14
    
    
    $
    13
    
    
    $
    12Percentage of Salary Limitation
    
    
    75
    %
    
    
    75
    %
    
    
    75
    %Total Match Contribution (2)
    
    $
    2,037
    
    
    $
    1,790
    
    
    $
    1,558Vesting of Employer Match
    
    Immediate


    Immediate
    

    Immediate
 
 (1)
    
    For the 2005, 2004 and 2003 plan year, employees over the age of 50 were entitled to
contribute $18,000, $16,000 and $14,000, respectively.(2)
    
    The employer matched 100% of the first 3% of employee contributions and 50% of the next
2% of employee contributions. BankAtlantic Profit Sharing Plan
  Ryan Beck Plans :
 Ryan Beck 401(k) Savings Plan
  Ryan Beck & Co., Inc., Deferred Compensation and Supplemental Retirement Plans
   F-51




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Ryan Beck & Co., Inc., Recruitment and Retention Program
  14. Commitments and Contingencies
  Year Ending December 31,
    
    Amount2006
    
    $
    15,2932007
    
    
    14,8812008
    
    
    13,0692009
    
    
    10,9432010
    
    
    6,848Thereafter
    
    
    27,871Total
    
    $
    88,905
 For the Years EndedDecember 31,2005
    
    
    2004
    
    
    2003Rental expense for premises and equipment
    
    $
    19,765
    
    
    $
    18,885
    
    
    $
    17,697
  F-52




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31,2005
    
    
    2004Commitments to sell fixed rate residential loans
    
    $
    13,634
    
    
    $
    19,537Commitments to sell variable rate residential loans
    
    
    4,438
    
    
    
    6,588Forward contract to purchase mortgage-backed
securities
    
    
    
    
    
    
    3,947Commitments to purchase variable rate residential
loans
    
    
    6,689
    
    
    
    40,015Commitments to originate loans held for sale
    
    
    16,220
    
    
    
    21,367Commitments to originate loans held to maturity
    
    
    311,081
    
    
    
    238,429Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    1,151,054
    
    
    
    1,170,191Commitments to purchase branch facilities land
    
    
    5,334
    
    
    
    Standby letters of credit
    
    
    67,868
    
    
    
    55,605Commercial lines of credit
    
    
    119,639
    
    
    
    121,688
       F-53




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      15. Regulatory Matters
    F-54




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   For Capital
    
    
    To Be ConsideredActual
    
    
    Adequacy Purposes
    
    
    Well CapitalizedAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioAs of December 31, 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
    %As of December 31, 2004:Total risk-based capital
    
    $
    476,600
    
    
    
    10.80
    %
    
    $
    352,886
    
    
    
    8.00
    %
    
    $
    441,107
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    405,482
    
    
    
    9.19
    %
    
    $
    176,443
    
    
    
    4.00
    %
    
    $
    264,664
    
    
    
    6.00
    %Tangible capital
    
    $
    405,482
    
    
    
    6.83
    %
    
    $
    89,030
    
    
    
    1.50
    %
    
    $
    89,030
    
    
    
    1.50
    %Core capital
    
    $
    405,482
    
    
    
    6.83
    %
    
    $
    237,413
    
    
    
    4.00
    %
    
    $
    296,766
    
    
    
    5.00
    %
   16. Legal Proceedings
  F-55




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 17. Parent Company Financial Information
  CONDENSED STATEMENTS OF FINANCIAL CONDITION
    
    December 31,2005
    
    
    2004ASSETSCash deposited at BankAtlantic
    
    $
    5,695
    
    
    $
    8,975Short term investments
    
    
    3,818
    
    
    
    11,149Notes receivable from Levitt Corporation
    
    
    
    
    
    
    38,000Investment securities
    
    
    102,431
    
    
    
    53,663Investment in BankAtlantic
    
    
    544,729
    
    
    
    516,877Investment in other subsidiaries
    
    
    106,348
    
    
    
    90,184Current income tax receivable  BankAtlantic
    
    
    4,954
    
    
    
    3,725Investment in unconsolidated subsidiaries
    
    
    12,528
    
    
    
    7,910Other assets
    
    
    5,736
    
    
    
    6,236Total assets
    
    $
    786,239
    
    
    $
    736,719LIABILITIES AND STOCKHOLDERS EQUITYNote payable
    
    $
    
    
    
    $
    100Due to BankAtlantic
    
    
    157
    
    
    
    126Junior subordinated debentures
    
    
    263,266
    
    
    
    263,266Other liabilities
    
    
    6,480
    
    
    
    3,962Total liabilities
    
    
    269,903
    
    
    
    267,454Stockholders equity
    
    
    516,336
    
    
    
    469,265Total liabilities and stockholders equity
    
    $
    786,239
    
    
    $
    736,719
 F-56




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 For the Years Ended December 31,CONDENSED STATEMENTS OF OPERATIONS
    
    2005
    
    
    2004
    
    
    2003Dividends from subsidiaries
    
    $
    
    
    
    $
    5,000
    
    
    $
    Dividends from BankAtlantic
    
    
    20,000
    
    
    
    15,000
    
    
    
    20,000Interest income from related parties
    
    
    719
    
    
    
    1,751
    
    
    
    1,488Interest income on investments
    
    
    1,538
    
    
    
    756
    
    
    
    234Total interest income and dividends
    
    
    22,257
    
    
    
    22,507
    
    
    
    21,722Interest expense on debentures and other borrowings
    
    
    19,347
    
    
    
    16,958
    
    
    
    16,344Net interest income
    
    
    2,910
    
    
    
    5,549
    
    
    
    5,378Securities activity, net
    
    
    731
    
    
    
    3,693
    
    
    
    404Litigation settlement
    
    
    
    
    
    
    22,840
    
    
    
    Income from unconsolidated subsidiaries
    
    
    621
    
    
    
    485
    
    
    
    425Service fees from subsidiaries and related parties
    
    
    1,172
    
    
    
    552
    
    
    
    Total non-interest income
    
    
    2,524
    
    
    
    27,570
    
    
    
    829Employee compensation and benefits
    
    
    4,047
    
    
    
    3,042
    
    
    
    90Advertising and promotion
    
    
    422
    
    
    
    289
    
    
    
    Loss on debt redemption
    
    
    
    
    
    
    
    
    
    
    1,648Professional fees
    
    
    1,179
    
    
    
    1,145
    
    
    
    1,500Other expenses
    
    
    515
    
    
    
    1,205
    
    
    
    1,233Total non-interest expense
    
    
    6,163
    
    
    
    5,681
    
    
    
    4,471Income from continuing operations before
income tax (benefit) provision
    
    
    (729
    )
    
    
    27,438
    
    
    
    1,736Income tax (benefit) provision
    
    
    (7,435
    )
    
    
    2,693
    
    
    
    (5,087
    )Income from continuing operations
    
    
    6,706
    
    
    
    24,745
    
    
    
    6,823Discontinued operations, net of tax of $623
    
    
    
    
    
    
    
    
    
    
    1,157Income before undistributed earnings of subsidiaries
    
    
    6,706
    
    
    
    24,745
    
    
    
    7,980Equity in undistributed net income of subsidiaries
excluding BankAtlantic
    
    
    16,656
    
    
    
    12,482
    
    
    
    9,645Equity in income from BankAtlantic
    
    
    35,820
    
    
    
    33,541
    
    
    
    22,129Equity in subsidiaries discontinued
operations, net of tax of $15,889
    
    
    
    
    
    
    
    
    
    
    27,963Net income
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    67,717
 F-57




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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)
    
    2005
    
    
    2004
    
    
    2003Operating activities:Income from continuing operations
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    38,597Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    29,120Adjustment to reconcile net income to net cash
provided
by operating activities:Equity in net undistributed earnings of BankAtlantic
and other subsidiaries
    
    
    (52,476
    )
    
    
    (46,023
    )
    
    
    (59,737
    )Amortization and accretion, net
    
    
    868
    
    
    
    804
    
    
    
    1,060Loss on debt redemption
    
    
    
    
    
    
    
    
    
    
    1,648Distribution of earnings from unconsolidated
subsidiaries
    
    
    621
    
    
    
    485
    
    
    
    425Equity in earnings of unconsolidated subsidiaries
    
    
    (621
    )
    
    
    (485
    )
    
    
    (2,077
    )Gains on securities activities
    
    
    (731
    )
    
    
    (3,693
    )
    
    
    (404
    )Litigation settlement
    
    
    
    
    
    
    (22,840
    )
    
    
    Increase in other liabilities
    
    
    5,730
    
    
    
    6,982
    
    
    
    2,539Changes in due from BankAtlantic
    
    
    31
    
    
    
    1,282
    
    
    
    (1,247
    )(Increase) decrease in deferred tax asset
    
    
    (32
    )
    
    
    6,569
    
    
    
    (1,246
    )(Increase) decrease in other assets
    
    
    (1,521
    )
    
    
    (610
    )
    
    
    12,730Net cash provided by operating activities
    
    
    11,051
    
    
    
    13,239
    
    
    
    21,408Investing activities:Repayments of loans to subsidiaries
    
    
    38,000
    
    
    
    5,500
    
    
    
    5,000Investments in unconsolidated subsidiaries, net
    
    
    (4,618
    )
    
    
    
    
    
    
    (1,502
    )Purchase of securities
    
    
    (128,055
    )
    
    
    (128,708
    )
    
    
    (16,700
    )Proceeds from sales of securities
    
    
    84,309
    
    
    
    116,064
    
    
    
    3,965Net cash used by investing activities
    
    
    (10,364
    )
    
    
    (7,144
    )
    
    
    (9,237
    )Financing activities:Issuance of common stock
    
    
    1,179
    
    
    
    2,334
    
    
    
    4,472Retirement of Class A common stock accepted as
consideration for the payment of the minimum
withholding tax upon the exercise of stock options
    
    
    (3,519
    )
    
    
    (2,946
    )
    
    
    Retirement of subsidiary common stock
    
    
    (491
    )
    
    
    
    
    
    
    Purchase of subsidiary common stock
    
    
    491
    
    
    
    
    
    
    
    Common stock dividends paid
    
    
    (8,858
    )
    
    
    (8,124
    )
    
    
    (7,525
    )Proceeds from issuance of junior subordinated
debentures
    
    
    
    
    
    
    
    
    
    
    77,346Repayments of notes payable
    
    
    (100
    )
    
    
    
    
    
    
    (16,000
    )Retirement of subordinated investment notes and
subordinated debentures
    
    
    
    
    
    
    
    
    
    
    (50,422
    )Net cash provided by financing activities
    
    
    (11,298
    )
    
    
    (8,736
    )
    
    
    7,871Increase (decrease) in cash and cash equivalents
    
    
    (10,611
    )
    
    
    (2,641
    )
    
    
    20,042Cash and cash equivalents at beginning of period
    
    
    20,124
    
    
    
    22,765
    
    
    
    2,723Cash and cash equivalents at end of period
    
    $
    9,513
    
    
    $
    20,124
    
    
    $
    22,765
  F-58




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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)
    
    2005
    
    
    2004
    
    
    2003Cash paid for:Interest
    
    $
    19,211
    
    
    $
    16,902
    
    
    $
    15,961Supplementary 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
    
    
    1,149
    
    
    
    1,405
    
    
    
    Increase in equity for the tax effect related to the exercise
of stock options
    
    
    4,538
    
    
    
    6,610
    
    
    
    2,264Increase (decrease) in stockholders equity from other
comprehensive income
    
    
    (5,343
    )
    
    
    (6,948
    )
    
    
    2,387Reduction in stockholders equity from the retirement of
Class A common stock obtained from litigation settlement
    
    
    
    
    
    
    6,058
    
    
    
    Increase in notes receivable in connection with the
Levitt spin off
    
    
    
    
    
    
    
    
    
    
    43,500Reduction in stockholders equity associated with the
Levitt spin off transaction
    
    
    
    
    
    
    
    
    
    
    125,573Issuance of Class A common stock upon conversion of
subordinated debentures
    
    
    
    
    
    
    
    
    
    
    211Increase in junior subordinated debentures and
investment in unconsolidated subsidiaries
related to trust deconsolidation
    
    
    
    
    
    
    
    
    
    
    7,910
 18. Selected Quarterly Results
  First
    
    
    Second
    
    
    Third
    
    
    Fourth2005
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    TotalInterest income
    
    $
    84,348
    
    
    $
    90,541
    
    
    $
    92,929
    
    
    $
    92,587
    
    
    $
    360,405Interest expense
    
    
    31,450
    
    
    
    36,146
    
    
    
    38,511
    
    
    
    39,221
    
    
    
    145,328Net interest income
    
    
    52,898
    
    
    
    54,395
    
    
    
    54,418
    
    
    
    53,366
    
    
    
    215,077Provision for (recovery from)
loan losses
    
    
    (3,916
    )
    
    
    820
    
    
    
    (3,410
    )
    
    
    (109
    )
    
    
    (6,615
    )Net interest income after
provision for loan losses
    
    
    56,814
    
    
    
    53,575
    
    
    
    57,828
    
    
    
    53,475
    
    
    
    221,692Income before taxes
    
    
    30,699
    
    
    
    38,635
    
    
    
    23,148
    
    
    
    198
    
    
    
    92,680Net income
    
    $
    19,878
    
    
    $
    24,537
    
    
    $
    16,260
    
    
    $
    (1,493
    )
    
    $
    59,182Basic earnings (loss) per share
    
    $
    0.33
    
    
    $
    0.41
    
    
    $
    0.27
    
    
    $
    (0.03
    )
    
    $
    0.98Diluted earnings (loss) 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-59




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     First
    
    
    Second
    
    
    Third
    
    
    Fourth2004
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    TotalInterest income
    
    $
    59,629
    
    
    $
    60,107
    
    
    $
    66,373
    
    
    $
    74,446
    
    
    $
    260,555Interest expense
    
    
    20,841
    
    
    
    19,755
    
    
    
    22,056
    
    
    
    25,070
    
    
    
    87,722Net interest income
    
    
    38,788
    
    
    
    40,352
    
    
    
    44,317
    
    
    
    49,376
    
    
    
    172,833Provision for (recovery from)
loan losses
    
    
    (859
    )
    
    
    (1,963
    )
    
    
    1,717
    
    
    
    (4,004
    )
    
    
    (5,109
    )Net interest income after
provision for loan losses
    
    
    39,647
    
    
    
    42,315
    
    
    
    42,600
    
    
    
    53,380
    
    
    
    177,942Income before taxes
    
    
    31,998
    
    
    
    29,758
    
    
    
    23,157
    
    
    
    25,765
    
    
    
    110,678Net income
    
    $
    20,524
    
    
    $
    18,260
    
    
    $
    14,691
    
    
    $
    17,293
    
    
    $
    70,768Basic earnings per share
    
    $
    0.35
    
    
    $
    0.31
    
    
    $
    0.25
    
    
    $
    0.29
    
    
    $
    1.19Diluted earnings per share
    
    $
    0.32
    
    
    $
    0.29
    
    
    $
    0.23
    
    
    $
    0.27
    
    
    $
    1.11Basic weighted average number
of common shares outstanding
    
    
    59,257,270
    
    
    
    59,343,940
    
    
    
    59,687,354
    
    
    
    59,826,903
    
    
    
    59,525,532Diluted weighted average
number
of common shares outstanding
    
    
    63,193,034
    
    
    
    62,807,683
    
    
    
    63,109,757
    
    
    
    63,155,527
    
    
    
    63,056,435
    19. Estimated Fair Value of Financial Instruments
  F-60




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
              F-61




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  December 31, 2005
    
    
    December 31, 2004Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    170,261
    
    
    $
    170,261
    
    
    $
    135,060
    
    
    $
    135,060Securities available for sale
    
    
    674,544
    
    
    
    674,544
    
    
    
    747,160
    
    
    
    747,160Securities owned
    
    
    180,292
    
    
    
    180,292
    
    
    
    125,443
    
    
    
    125,443Investment securities
    
    
    364,444
    
    
    
    364,122
    
    
    
    307,438
    
    
    
    306,963Federal home loan bank stock
    
    
    69,931
    
    
    
    69,931
    
    
    
    78,619
    
    
    
    78,619Loans receivable including loans held
for sale, net
    
    
    4,624,772
    
    
    
    4,598,209
    
    
    
    4,599,048
    
    
    
    4,606,858Financial liabilities:Deposits
    
    $
    3,752,676
    
    
    $
    3,755,089
    
    
    $
    3,457,202
    
    
    $
    3,451,853Short term borrowings
    
    
    255,501
    
    
    
    255,501
    
    
    
    401,643
    
    
    
    401,627Advances from FHLB
    
    
    1,283,532
    
    
    
    1,288,012
    
    
    
    1,544,497
    
    
    
    1,564,188Securities sold but not yet purchased
    
    
    35,177
    
    
    
    35,177
    
    
    
    39,462
    
    
    
    39,462Secured borrowings
    
    
    138,270
    
    
    
    138,270
    
    
    
    
    
    
    
    Subordinated debentures and notes payable
    
    
    39,092
    
    
    
    37,815
    
    
    
    37,741
    
    
    
    37,092Junior subordinated debentures
    
    
    263,266
    
    
    
    260,510
    
    
    
    263,266
    
    
    
    265,955
  Derivatives
     F-62




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Concentration of Credit Risk
  F-63




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 20. Earnings per Share
  For The Years Ended December 31,2005
    
    
    2004
    
    
    2003Basic earnings per shareNumerator:Income from continuing
operations
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    38,597Discontinued operations
    
    
    
    
    
    
    
    
    
    
    29,120Net income
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    67,717Denominator:Basic weighted average number of
common shares outstanding
    
    
    60,426,107
    
    
    
    59,525,532
    
    
    
    58,509,894Basic earnings per share from:Continuing operations
    
    $
    0.98
    
    
    $
    1.19
    
    
    $
    0.66Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.50Basic earnings per share
    
    $
    0.98
    
    
    $
    1.19
    
    
    $
    1.16
 For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Diluted earnings per shareNumerator:Income from continuing operations
    
    $
    59,182
    
    
    $
    70,768
    
    
    $
    38,597Subsidiary stock options
    
    
    (834
    )
    
    
    (668
    )
    
    
    (251
    )Interest expense on convertible debentures
    
    
    
    
    
    
    
    
    
    
    569Income available after assumed conversion
from continuing operations
    
    
    58,348
    
    
    
    70,100
    
    
    
    38,915Discontinued operations
    
    
    
    
    
    
    
    
    
    
    29,120Income available after assumed conversion
    
    $
    58,348
    
    
    $
    70,100
    
    
    $
    68,035Denominator:Basic weighted average number of
common shares outstanding
    
    
    60,426,107
    
    
    
    59,525,532
    
    
    
    58,509,894Common stock equivalents resulting from:Convertible debentures
    
    
    
    
    
    
    
    
    
    
    1,311,676Stock-based compensation
    
    
    2,693,424
    
    
    
    3,530,903
    
    
    
    2,532,860Diluted weighted average shares
outstanding
    
    
    63,119,531
    
    
    
    63,056,435
    
    
    
    62,354,430Diluted earnings per share from:Continuing operations
    
    $
    0.92
    
    
    $
    1.11
    
    
    $
    0.62Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.46Diluted earnings per share
    
    $
    0.92
    
    
    $
    1.11
    
    
    $
    1.08
  F-64




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 21. Real Estate Held for Development and Sale
  December 31,2005
    
    
    2004Land and land development costs
    
    $
    9,921
    
    
    $
    10,662Construction costs
    
    
    8,264
    
    
    
    12,163Other costs
    
    
    2,992
    
    
    
    2,399Branch banking facilities
    
    
    
    
    
    
    2,468Total
    
    $
    21,177
    
    
    $
    27,692
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Sales of real estate
    
    $
    25,762
    
    
    $
    9,242
    
    
    $
    19,850Cost of sales on real estate
    
    
    21,282
    
    
    
    6,837
    
    
    
    14,208Income from real estate operations
    
    $
    4,480
    
    
    $
    2,405
    
    
    $
    5,642
   22. Investments in Unconsolidated Subsidiaries
  As of December 31,2005
    
    
    2004Statutory business trusts
    
    $
    7,910
    
    
    $
    7,910Rental real estate joint venture
    
    
    4,554
    
    
    
    Total investments in unconsolidated subsidiaries
    
    $
    12,464
    
    
    $
    7,910
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Equity in rental real estate joint
venture earnings
    
    $
    65
    
    
    $
    
    
    
    $
    Equity in statutory trusts earnings
    
    
    556
    
    
    
    485
    
    
    
    425Income from unconsolidated subsidiaries
    
    $
    621
    
    
    $
    485
    
    
    $
    425
  F-65




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    December 31,Statement of Financial Condition
    
    2005
    
    
    2004Junior subordinated debentures
    
    $
    263,266
    
    
    $
    263,266Other assets
    
    
    820
    
    
    
    694Total Assets
    
    $
    264,086
    
    
    $
    263,960Trust preferred securities
    
    $
    255,375
    
    
    $
    255,375Other liabilities
    
    
    801
    
    
    
    675Total Liabilities
    
    
    256,176
    
    
    
    256,050Common securities
    
    
    7,910
    
    
    
    7,910Total Liabilities and Equity
    
    $
    264,086
    
    
    $
    263,960
 For the Years Ended December 31,Statement of Operations
    
    2005
    
    
    2004
    
    
    2003Interest income from subordinated
debentures
    
    $
    18,538
    
    
    $
    16,161
    
    
    $
    14,534Interest expense
    
    
    (17,982
    )
    
    
    (15,676
    )
    
    
    (14,109
    )Net income
    
    $
    556
    
    
    $
    485
    
    
    
    425
 23. Related Parties
    F-66




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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)
    
    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
       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-67




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
        24. Segment Reporting
  F-68




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
Ryan Beck
Parent Company
    
    Banking operations
Investment banking and brokerage operations
BankAtlantic Bancorps operations, costs of acquisitions, and
financing activities
    Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Ryan Beck
    
    
    Company
    
    
    Entries
    
    
    Total2005Interest income
    
    $
    343,799
    
    
    $
    14,511
    
    
    $
    2,257
    
    
    $
    (162
    )
    
    $
    360,405Interest expense
    
    
    (122,724
    )
    
    
    (3,419
    )
    
    
    (19,347
    )
    
    
    162
    
    
    
    (145,328
    )Recovery from loan losses
    
    
    6,615
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,615Non-interest income
    
    
    100,060
    
    
    
    238,800
    
    
    
    2,524
    
    
    
    (285
    )
    
    
    341,099Non-interest expense
    
    
    (241,092
    )
    
    
    (223,141
    )
    
    
    (6,163
    )
    
    
    285
    
    
    
    (470,111
    )Segments profits and losses
before income taxes
    
    
    86,658
    
    
    
    26,751
    
    
    
    (20,729
    )
    
    
    
    
    
    
    92,680Provision for income taxes
    
    
    (30,838
    )
    
    
    (10,095
    )
    
    
    7,435
    
    
    
    
    
    
    
    (33,498
    )Segment net income (loss)
    
    $
    55,820
    
    
    $
    16,656
    
    
    $
    (13,294
    )
    
    $
    
    
    
    $
    59,182Total assets
    
    $
    6,109,330
    
    
    
    234,379
    
    
    
    786,239
    
    
    
    (658,537
    )
    
    $
    6,471,411Equity method investments
included in total assets
    
    $
    
    
    
    $
    
    
    
    $
    12,464
    
    
    $
    
    
    
    $
    12,464Goodwill
    
    $
    70,490
    
    
    $
    454
    
    
    $
    5,730
    
    
    $
    
    
    
    $
    76,674Expenditures for segment
assets
    
    $
    40,679
    
    
    $
    2,761
    
    
    $
    
    
    
    $
    
    
    
    $
    43,440Depreciation and amortization
    
    $
    (13,265
    )
    
    $
    (7,560
    )
    
    $
    (793
    )
    
    $
    
    
    
    $
    (21,618
    )
 F-69




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##### Table of Contents



BANKATLANTIC
BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Ryan Beck
    
    
    Company
    
    
    Entries
    
    
    Total2004Interest income
    
    $
    246,856
    
    
    $
    11,351
    
    
    $
    2,507
    
    
    $
    (159
    )
    
    $
    260,555Interest expense
    
    
    (69,998
    )
    
    
    (924
    )
    
    
    (16,958
    )
    
    
    158
    
    
    
    (87,722
    )Recovery from loan losses
    
    
    5,109
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,109Non-interest income
    
    
    85,724
    
    
    
    231,804
    
    
    
    27,530
    
    
    
    (269
    )
    
    
    344,789Non-interest expense
    
    
    (193,621
    )
    
    
    (213,060
    )
    
    
    (5,642
    )
    
    
    270
    
    
    
    (412,053
    )Segments profits and losses
before income taxes
    
    
    74,070
    
    
    
    29,171
    
    
    
    7,437
    
    
    
    
    
    
    
    110,678Provision for income taxes
    
    
    (25,530
    )
    
    
    (11,688
    )
    
    
    (2,692
    )
    
    
    
    
    
    
    (39,910
    )Segment net income (loss)
    
    $
    48,540
    
    
    $
    17,483
    
    
    $
    4,745
    
    
    $
    
    
    
    $
    70,768Total assets
    
    $
    6,044,988
    
    
    $
    187,887
    
    
    $
    736,719
    
    
    $
    (612,817
    )
    
    $
    6,356,777Equity method investments
included in total assets
    
    $
    
    
    
    $
    
    
    
    $
    7,910
    
    
    $
    
    
    
    $
    7,910Goodwill
    
    $
    70,490
    
    
    $
    454
    
    
    $
    5,730
    
    
    $
    
    
    
    $
    76,674Expenditures for segment
assets
    
    $
    42,229
    
    
    $
    5,861
    
    
    $
    
    
    
    $
    
    
    
    $
    48,090Depreciation and amortization
    
    $
    (11,473
    )
    
    $
    (7,507
    )
    
    $
    (793
    )
    
    $
    
    
    
    $
    (19,773
    )
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Ryan Beck
    
    
    Company
    
    
    Entries
    
    
    Total2003Interest income
    
    $
    251,402
    
    
    $
    10,437
    
    
    $
    1,722
    
    
    $
    (1,712
    )
    
    $
    261,849Interest expense
    
    
    (97,302
    )
    
    
    (1,283
    )
    
    
    (16,344
    )
    
    
    1,712
    
    
    
    (113,217
    )Recovery from loan losses
    
    
    547
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    547Non-interest income
    
    
    70,686
    
    
    
    210,939
    
    
    
    194
    
    
    
    (105
    )
    
    
    281,714Non-interest expense
    
    
    (161,615
    )
    
    
    (203,524
    )
    
    
    (3,838
    )
    
    
    105
    
    
    
    (368,872
    )Segments profits and losses
before income taxes
    
    
    63,718
    
    
    
    16,569
    
    
    
    (18,266
    )
    
    
    
    
    
    
    62,021Provision for income taxes
    
    
    (21,589
    )
    
    
    (6,924
    )
    
    
    5,089
    
    
    
    
    
    
    
    (23,424
    )Segment net income (loss)
From continuing operations
    
    $
    42,129
    
    
    $
    9,645
    
    
    $
    (13,177
    )
    
    $
    
    
    
    $
    38,597Total assets
    
    $
    4,566,850
    
    
    $
    172,944
    
    
    $
    679,491
    
    
    $
    (587,736
    )
    
    $
    4,831,549Equity method investments
included in total assets
    
    $
    
    
    
    $
    
    
    
    $
    7,910
    
    
    $
    
    
    
    $
    7,910Goodwill
    
    $
    70,490
    
    
    $
    454
    
    
    $
    5,730
    
    
    $
    
    
    
    $
    76,674Expenditures for segment
assets
    
    $
    13,039
    
    
    $
    1,310
    
    
    $
    
    
    
    $
    
    
    
    $
    14,349Depreciation and amortization
    
    $
    (10,094
    )
    
    $
    (6,592
    )
    
    $
    (821
    )
    
    $
    
    
    
    $
    (17,507
    )
 F-70




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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 Statements
        (2)
    
    Financial Statement Schedules
  (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, 2005.12.1
    
    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 14, 2006
    By:
    /s/Alan B. LevanAlan B. Levan, Chairman of the Board,President and Chief Executive Officer  Signature
    
    Title
    
    Date/s/Alan B. Levan
    
    Chairman of the Board, President and Chief
Executive Officer
    
    3/14/2006Alan B. Levan/s/John E Abdo
    
    Vice Chairman of the Board
    
    3/14/2006John E. Abdo/s/James A. White
    
    Executive Vice President and Chief Financial Officer
    
    3/14/2006James A. White/s/Steven M. Coldren
    
    Director
    
    3/14/2006Steven M. Coldren/s/Mary E. Ginestra
    
    Director
    
    3/14/2006Mary E. Ginestra/s/Bruno L. Di Giulian
    
    Director
    
    3/14/2006Bruno L. Di Giulian/s/Charlie C. Winningham, II
    
    Director
    
    3/14/2006Charlie C. Winningham, II/s/Jarett S. Levan
    
    Director
    
    3/14/2006Jarett S. Levan/s/Jonathan D. Mariner
    
    Director
    
    3/14/2006Jonathan D. Mariner/s/D. Keith Cobb
    
    Director
    
    3/14/2006D. Keith Cobb/s/Willis N. Holcombe
    
    Director
    
    3/14/2006Willis N. Holcombe/s/David A. Lieberman
    
    Director
    
    3/14/2006David A. Lieberman