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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, 2004

OR

   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.

(Exact name of registrant as specified in its Charter)
     
Florida
(State or other jurisdiction of
incorporation or organization)
  65-0507804
(I.R.S. Employer
Identification No.)
     
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida

(Address of principal executive offices)
  33304
(Zip Code)

(954) 760-5000
(Registrant’s telephone number, including area code)

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

          Indicate, by check mark, if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

          Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

          Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES þ NO o

          The aggregate market value of the voting common equity held by non-affiliates was $833 million computed by reference to the closing price of the Registrant’s Class A Common Stock on June 30, 2004.

          The number of shares of Registrant’s Class A Common Stock outstanding on March 3, 2005 was 55,294,160. The number of shares of Registrant’s Class B Common Stock outstanding on March 3, 2005 was 4,876,124.

          Portions of the 2004 Annual Report to Stockholders of the Registrant are incorporated in Parts I, II and IV of this report. Portions of the Proxy Statement of the Registrant relating to the Annual Meeting of shareholders are incorporated in Part III of this report.

 
 

 


TABLE OF CONTENTS

PART I
ITEM I. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Certified Public Accounting Firm
Report of Independent Registered Public Accounting Firm
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
Item 9B. Other information
PART III
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
Ratio of Earnings to Fixed Charges
Subsidiaries
Consent of PricewaterhouseCoopers LLP
Consent of KPMG LLP
Section 302 Certification of CEO
Section 302 Certification of CFO
Section 906 Certification of CEO
Section 906 Certification of CFO


Table of Contents

PART I

ITEM I. BUSINESS

          Except for historical information contained herein, the matters discussed in this document contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. When used in this document and in any documents incorporated by reference herein, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify certain of such forward-looking statements. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of BankAtlantic Bancorp, Inc. (the “Company”) and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products and services; credit risks and loan losses, and the related sufficiency of the allowance for loan losses; changes in interest rates and the effects of, and changes in, trade, monetary and fiscal policies and laws including their impact on BankAtlantic’s net interest margin; adverse conditions in the stock market, the public debt market and other capital markets and the impact of such conditions on our activities and the value of our assets; BankAtlantic’s seven-day banking initiative, extended midnight branch banking hours initiatives, branch expansion and branch renovation initiatives, and other growth initiatives not being successful or producing results which do not justify their costs; the impact of periodic testing of goodwill and other intangible assets for impairment; achieving the benefits of the prepayment of the Federal Home Loan Bank advances; and the costs related to the correction of compliance deficiencies associated with the USA Patriot Act, anti-money laundering laws and the Bank Secrecy Act, and whether or to what extent monetary or other penalties relating to these compliance deficiencies will be imposed on the Company by regulators or other federal agencies. Further, this document contains forward-looking statements with respect to RB Holdings, Inc., which are subject to a number of risks and uncertainties including but not limited to the risks and uncertainties associated with its operations, products and services, changes in economic or regulatory policies, its ability to recruit and retain financial consultants, the volatility of the stock market and fixed income markets, as well as its revenue mix, the success of new lines of business; and additional risks and uncertainties that are subject to change and may be outside of Ryan Beck’s control. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing factors are not exclusive.

The Company

          We are a Florida-based financial services holding company and own BankAtlantic and RB Holdings, Inc. (“Ryan Beck”), the parent company of Ryan Beck & Co., Inc. Through these subsidiaries, we provide a full line of products and services encompassing consumer and commercial banking, brokerage services and investment banking. We report our operations through three business segments consisting of BankAtlantic, Ryan Beck and BankAtlantic Bancorp, the parent company.

          Our Internet website address is www.bankatlanticbancorp.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through our website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our Internet website and the information contained in or connected to our website are not incorporated into this Annual Report on Form 10-K.

          As of December 31, 2004, we had total consolidated assets of approximately $6.4 billion and stockholders’ equity of approximately $469 million. On December 31, 2003, we completed the spin-off of our wholly owned real estate development subsidiary, Levitt Corporation. At the date of the spin-off, Levitt Corporation had approximately $393 million in assets and $126 million in consolidated stockholders’ equity.

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BankAtlantic

          BankAtlantic is a federally-chartered, federally-insured savings bank organized in 1952. It is one of the largest financial institutions headquartered in Florida and provides traditional retail banking services and a wide range of commercial banking products and related financial services through 74 branches or “stores” in southeast Florida and the Tampa Bay area, primarily in the metropolitan areas surrounding the cities of Miami, Ft. Lauderdale, West Palm Beach and Tampa Bay area, which are located in the heavily-populated Florida counties of Miami-Dade, Broward, Palm Beach, Hillsborough and Pinellas. These counties had a combined population of more than 6.4 million in 2004, representing 37% of Florida’s total population.

          BankAtlantic’s primary business activities include:

  •   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,
 
  •   making investments in mortgage-backed securities, tax certificates and other securities.

          BankAtlantic’s business strategy focuses on the following key areas:

  •   Continuing the “Florida’s Most Convenient Bank” Initiative. BankAtlantic began its “Florida’s Most Convenient Bank” initiative in 2002. This initiative, which includes offering free checking, seven-day banking, extended lobby hours, including some stores open 9:00 am until midnight, a 24-hour customer service center and other new products and services is 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 institute marketing programs in its stores that include sales training programs, outbound telemarketing requirements and incentive compensation programs that enable its banking personnel to earn additional income for producing profitable business.
 
  •   Increasing Low Cost Deposits. BankAtlantic’s low cost deposits are comprised of demand deposit, NOW checking accounts and savings accounts. From December 31, 2001 to December 31, 2004, the balances of its low cost deposits increased 200% from approximately $600 million to approximately $1.8 billion. These low cost deposits represented 53% of BankAtlantic’s total deposits at December 31, 2004, 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 products 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 commercial real estate loans, one to four family residential loans, and 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. Further, BankAtlantic intends 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 if attractive opportunities are presented which are consistent with BankAtlantic’s growth strategy. BankAtlantic generally seeks to expand into relatively faster growing and higher deposit level markets within Florida. We currently intend to open at least 6 new stores in 2005 while, over the next 18 – 24 months, renovating the interior of all existing stores during 2005 and 2006 with a consistent design.

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  •   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 the Bank to unnecessary credit risks.

          BankAtlantic offers a number of lending products to its customers. Its primary lending products include commercial real estate loans, commercial business loans, standby letters of credit and commitments, consumer loans, small business loans and residential loans.

          Commercial Real Estate: BankAtlantic provides commercial real estate loans for the acquisition, development and construction of various property types, as well as the refinancing and acquisition of existing income-producing properties. These loans are primarily secured by property located in Florida. Commercial real estate loans typically are based on a maximum of 80% of the collateral’s appraised value, and generally require that one or more of the principals of the borrowing entity guarantee these loans. Most of these loans have variable interest rates and are indexed to either prime or LIBOR rates.

          Additionally, BankAtlantic purchases participations in commercial real estate loans that are originated by other financial institutions, typically known as “lead” banks. These transactions are underwritten as if we were originating the loan, applying all normal underwriting standards. The lead bank administers the loan and provides periodic reports on the progress of the project for which the loan was made. Major decisions regarding the loan are made by the participants on either a majority or unanimous basis. As a result, the lead bank generally can not significantly modify the loan without either majority or unanimous consent of the participants. BankAtlantic sometimes acts as a lead bank and sells participations in its loans to other lenders. This reduces its exposure on projects and may be required in order to stay within the regulatory “loans to one borrower” limitations.

          Commercial Business: BankAtlantic makes commercial business loans generally to medium size companies located throughout Florida, but primarily in the South Florida and the Tampa Bay areas. It lends on both a secured and unsecured basis, although the majority of its loans are secured. Commercial business loans are typically secured by the accounts receivable, inventory, equipment, real estate, and/or general corporate assets of the borrowers. Commercial business loans generally have variable interest rates that are prime or LIBOR-based. These loans typically are originated for terms ranging from one to five years.

          Standby Letters of Credit and Commitments: Standby letters of credit are conditional commitments issued by BankAtlantic to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is the same as extending loans to customers. BankAtlantic may hold certificates of deposit, liens on corporate assets and liens on residential and commercial property as collateral for letters of credit. BankAtlantic issues commitments for commercial real estate and commercial business loans.

          Consumer: Consumer loans are primarily loans to individuals originated through BankAtlantic’s retail network and sales force. The majority of its originations are home equity lines of credit secured by a second mortgage on the primary residence of the borrower. Home equity lines of credit have prime-based interest rates and generally mature in 15 years. All other consumer loans generally have fixed interest rates with terms ranging from one to five years.

          Small Business: BankAtlantic makes small business loans to companies located primarily in South Florida, along the Treasure Coast of East Florida and in the Tampa Bay area. Small business loans are primarily originated on a secured basis and do not exceed $1.0 million for non-real estate secured loans and $1.5 million for real estate secured loans. These loans are originated with maturities primarily ranging from one to three years or upon demand; however, loans collateralized by real estate could have terms of up to fifteen years. Lines of credit extended to small businesses are due upon demand. Small business loans typically have either fixed or variable prime-based interest rates.

          Residential: BankAtlantic purchases residential loans in the secondary markets that have been originated by other institutions. These loans, which are serviced by independent servicers, are secured by

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properties located throughout the United States. When BankAtlantic purchases residential loans, it evaluates the originator’s underwriting of the loans and, for certain individual loans, performs confirming credit analysis. Residential loans are typically purchased in bulk and are generally non-conforming loans due to the size and characteristics of the individual loans. BankAtlantic sets guidelines for loan purchases relating to loan amount, type of property, state of residence, loan-to-value ratios, the borrower’s sources of funds, appraised amounts, and loan documentation. In 2003, BankAtlantic began a program in which it originates residential loans to customers that are then sold on a servicing released basis to a correspondent. It also originates certain residential loans, which are primarily made to “low to moderate income” borrowers in order to comply with standards under the Community Reinvestment Act. The underwriting of these loans generally follows government agency guidelines with independent appraisers typically performing on-site inspections and valuations of the collateral.

     The composition of the loan portfolio was (in millions):

                                                                                 
    As of December 31,
    2004     2003     2002     2001     2000
    Amount     Pct%     Amount     Pct%     Amount     Pct%     Amount     Pct%     Amount     Pct%
Loans receivable:
                                                                               
Real estate loans:
                                                                               
Residential
  $ 2,066       45.35       1,344       37.00       1,378       40.30       1,112       39.76       1,316       46.17 %
Home Equity
    457       10.03       334       9.19       262       7.65       167       5.96       125       4.38  
Construction and development
    1,454       31.92       1,345       37.05       1,266       37.00       1,144       40.93       938       32.90  
Commercial
    1,075       23.61       1,064       29.30       755       22.09       522       18.67       369       12.95  
Small business
    124       2.72       108       2.97       94       2.76       36       1.28       10       0.35  
Loans to Levitt Corporation
    9       0.19       18       0.50                                      
Other loans:
                                                                               
Commercial business
    85       1.88       81       2.22       82       2.40       76       2.72       85       2.97  
Small business - non-mortgage
    67       1.46       52       1.43       49       1.45       34       1.23       21       0.72  
Due from foreign banks
                                        1       0.05       64       2.25  
Consumer
    18       0.41       22       0.60       25       0.73       26       0.92       33       1.16  
Residential loans held for sale
    5       0.10       2       0.06                   5       0.17              
Discontinued loan products (1)
    8       0.18       35       0.98       71       2.08       153       5.48       285       10.01  
     
Total
    5,368       117.85       4,405       121.30       3,982       116.46       3,276       117.17       3,246       113.86  
     
Adjustments:
                                                                               
Undisbursed portion of loans in process
    768       16.86       728       20.05       512       14.97       434       15.53       344       12.08  
Unearned discounts (premiums)
    (1 )     (0.02 )     (0 )     (0.01 )     3       0.09       1       0.05       4       0.13  
Allowance for loan losses
    46       1.01       46       1.26       48       1.40       45       1.59       47       1.65  
     
Total loans receivable, net
  $ 4,555       100.00       3,631       100.00       3,419       100.00       2,796       100.00       2,851       100.00 %
     
Banker’s acceptances
  $       100.00             100.00             100.00             100.00       1       100.00 %
     


1)   In prior periods BankAtlantic discontinued the origination of syndication, lease financings and indirect consumer loans and made major modifications to the underwriting process for small business loans.

          In addition to its lending activities, BankAtlantic also invests in securities as described below:

          Securities Available for Sale: BankAtlantic invests in securities available for sale, consisting principally of investments in obligations of the U.S. government or its agencies, such as mortgage-backed securities and real estate mortgage investment conduits (REMICs). Also included in securities available for sale are tax exempt municipal bonds. These are debt obligations issued by states, cities, counties and other governmental entities to raise money to build schools, highways, hospitals, sewer systems and other projects for the public good. The available for sale securities portfolio serves as a source of liquidity while at the same

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time providing a means to moderate the effects of interest rate changes. The decision to purchase and sell securities is based upon a current assessment of the economy, the interest rate environment and our liquidity requirements.

          Investment Securities and Tax Certificates: BankAtlantic’s portfolio of investment securities held to maturity at December 31, 2004 consisted of tax exempt municipal bonds and tax certificates. Tax certificates are evidences of tax obligations that are sold through auctions or bulk sales by various state and local taxing authorities on an annual basis. The tax obligation arises when the property owner fails to timely pay the real estate taxes on the property. Tax certificates represent a priority lien against the real property for the delinquent real estate taxes. The minimum repayment, in order to satisfy the lien, is the certificate amount plus the interest accrued through the redemption date and applicable penalties, fees and costs. Tax certificates have no payment schedule or stated maturity. If the certificate holder does not file for the deed within established time frames, the certificate may become null and void. BankAtlantic’s experience with this type of investment has been favorable because the rates earned are generally higher than many alternative investments and substantial repayments typically occur over a two-year period.

          The composition, yields and maturities of BankAtlantic’s securities available for sale and investment securities and tax certificates were as follows (dollars in thousands):

                                                 
                            Corporate                
                    Mortgage-     Bond             Weighted  
    Tax     Tax-Exempt     Backed     and             Average  
    Certificates     Securities     Securities     Other     Total     Yield  
December 31, 2004
                                               
Maturity: (1)
                                               
One year or less
  $ 118,725     $     $     $ 250     $ 118,975       8.69 %
After one through five years
    48,006       3,071       61       335       51,473       8.38  
After five through ten years
          84,800       763             85,563       5.29  
After ten years
          244,734       499,693             744,427       4.63  
 
                                   
Fair 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 %
 
                                   
Weighted average yield based On fair values
    8.69 %     5.75 %     4.01 %     4.99 %     5.37 %        
Weighted average maturity (yrs)
    2.0       12.15       25.55       1.91       17.14          
 
                                     
December 31, 2003
                                               
Fair values (2)
  $ 190,906     $     $ 338,751     $ 585     $ 530,242       5.90 %
 
                                   
Amortized cost (2)
  $ 190,906     $     $ 332,898     $ 585     $ 524,389       6.40 %
 
                                   
December 31, 2002
                                               
Fair values (2) (3)
  $ 194,074     $     $ 706,050     $ 15,262     $ 915,386       6.26 %
 
                                   
Amortized cost (2) (3)
  $ 194,074     $     $ 684,085     $ 14,794     $ 892,953       6.34 %
 
                                   


(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 $50.7 million, $17.6 million and $4.8 million and a fair value of $53.7 million, $20.9 million, $5.2 million, at December 31, 2004, 2003 and 2002, respectively, were excluded from the above table.
 
(3)   Includes $14.8 million of private collateralized mortgage obligations secured by non-residential real estate at December 31, 2002.

          A summary of the amortized cost and gross unrealized appreciation or depreciation of estimated fair value of tax certificates and investment securities and available for sale securities follows (in thousands):

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    December 31, 2004 (1)  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Appreciation     Depreciation     Fair Value  
Tax certificates and investment securities:
                               
Tax certificates:
                               
Cost equals market
  $ 166,731     $     $     $ 166,731  
Investment securities :
                               
Market over cost
    54,199       302             54,501  
Cost over market
    79,363             777       78,586  
Securities available for sale:
                               
Investment securities :
                               
Cost equals market
    585                   585  
Market over cost
    131,947       2,062             134,009  
Cost over market
    66,515             1,006       65,509  
Mortgage-backed securities:
                               
Market over cost
    281,431       4,036             285,467  
Cost over market
    217,073             2,023       215,050  
 
                       
Total
  $ 997,844     $ 6,400     $ 3,806     $ 1,000,438  
 
                       


1)   The above table excludes Parent Company investment securities and securities available for sale with a book value of $6.8 million and $43.9 million, respectively, and a fair value of $7.1 million and $46.6 million, respectively, at December 31, 2004.

          In part to fund its lending and other activities, BankAtlantic utilizes deposits, secured advances and other borrowed funds.

          Deposits: BankAtlantic offers checking and savings accounts to individuals and business customers. These include commercial demand deposit accounts, retail demand deposit accounts, savings accounts, money market accounts, certificates of deposit, various NOW accounts, IRA and Keogh retirement accounts, brokered certificates of deposit and public funds. BankAtlantic solicits deposits from customers in its geographic market through advertising and relationship banking activities primarily conducted through its sales force and store network. Products such as Totally Free Checking, Totally Free Savings and Totally Free Online Banking and Billpay are the lead programs of its marketing strategy to obtain new customers. See note #7 to the “Notes to Consolidated Financial Statements” for more information regarding BankAtlantic’s deposit accounts.

          Federal Home Loan Bank (“FHLB”) Advances: BankAtlantic is a member of the FHLB and can obtain secured advances from the FHLB of Atlanta. These advances can be collateralized by a security lien against its residential loans, certain commercial loans and its securities. In addition, BankAtlantic must maintain certain levels of FHLB stock for outstanding advances. See note #8 to the “Notes to Consolidated Financial Statements” for more information regarding BankAtlantic’s FHLB Advances.

          Other Short-Term Borrowings: BankAtlantic’s short-term borrowings consist of securities sold under agreements to repurchase and federal funds borrowings. Securities sold under agreements to repurchase include a sale of a portion of its current investment portfolio (usually mortgage-backed securities and REMICs) at a negotiated rate and an agreement to repurchase the same assets on a specified future date. BankAtlantic issues repurchase agreements to institutions and to its customers. These transactions are collateralized by securities in its investment portfolio but are not insured by the FDIC. Federal funds borrowings occur under established facilities with various federally-insured banking institutions to purchase federal funds. BankAtlantic uses these facilities on an overnight basis to assist in managing its cash flow requirements. These federal fund lines are subject to periodic review, may be terminated at any time by the issuer institution and are unsecured. BankAtlantic also has a facility with the Federal Reserve Bank of Atlanta

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for secured advances. These advances are collateralized by a security lien against its consumer loans. See note #9 to the “Notes to Consolidated Financial Statements” for more information regarding BankAtlantic’s short term borrowings.

          Other borrowings: At December 31, 2004, BankAtlantic’s other borrowings consisted of a $22.0 million floating rate subordinated debenture, a floating rate mortgage-backed bond with an outstanding balance of $10.0 million and $5.6 million of floating rate development notes associated with a joint venture acquired in connection with the Community acquisition.

Banking Industry Risk

          Banking is a business that depends on interest rate differentials. In general, a bank’s net interest income, which is the difference between the interest paid on its deposits and its other borrowings and the interest received on its loan and securities holdings, constitutes a major portion of its earnings.

          Changes in interest rates can significantly impact BankAtlantic’s net interest income, the cost of purchasing residential mortgage loans in the secondary market and the valuation of its assets and liabilities. In particular, changes in market interest rates, changes in the relationships between short-term and long-term market interest rates or changes in the relationships between different interest rate indices can affect the interest rates received on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income and therefore reduce BankAtlantic’s net interest income.

          Loan prepayments are also affected by interest rates. Loan prepayments generally accelerate as interest rates fall. Prepayments in a declining interest rate environment reduce BankAtlantic’s net interest income and adversely affect its earnings because:

  •   BankAtlantic often pays premiums to acquire loans and mortgage-backed securities, which it amortizes over the life of the asset. If loans or securities are prepaid, the unamortized premium is charged off; and
 
  •   The yield BankAtlantic earns on the reinvestment of funds that it receives on the prepayment of loans and securities is generally less than the yield that it earned on the prepaid assets.

          Thus, the earnings and growth of BankAtlantic are significantly affected by interest rates, which are subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve Board. The nature and timing of any changes in such policies or general economic conditions and their effect on BankAtlantic cannot be controlled and are extremely difficult to predict.

          Additionally, BankAtlantic is exposed to the risk that borrowers or counter-parties may default on their obligations to it. Credit risk arises through the extension of loans and leases, certain securities, letters of credit, financial guarantees and through counter-party exposure on trading and wholesale loan transactions. In an attempt to manage this risk, BankAtlantic establishes policies and procedures to manage both on and off-balance sheet (primarily loan commitments) credit risk, and it monitors the application of these policies and procedures throughout the Company. BankAtlantic’s loan portfolio includes $2.5 billion of loans secured by residential real estate and $2.5 billion of commercial real estate and construction and development loans, which are subject to declines in real estate values. Further, the real estate collateralizing its commercial real estate and construction and development loans is concentrated in Broward, Miami-Dade, Palm Beach and Hillsborough Counties in Florida and, as such, the credit quality of these loans could be impacted by declines in the economy generally or in the real estate markets in these areas or by local natural disasters, such as hurricanes, causing a decline in the value of property collateralizing the loans.

          BankAtlantic attempts to manage credit exposure to individual borrowers and counter-parties on an aggregate basis including loans, securities, letters of credit, and unfunded commitments. Credit

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personnel analyze the creditworthiness of individual borrowers or counter-parties, and limits are established for the total credit exposure to any one borrower or counter-party. Credit limits are subject to varying levels of approval by senior line and credit risk management.

          Depending upon the condition of the local and national economy, BankAtlantic could experience a decline in credit quality that may result in loan losses and a material adverse effect on the Company’s earnings.

          The banking industry is an industry subject to multiple layers of regulation. A risk of doing business in the banking industry is that any failure to comply with any of these regulations can result in substantial penalties, significant restrictions on business activities and growth plans or limitations on dividend payments, depending upon the type of violation and various other factors. A description of the primary regulations applicable to BankAtlantic is set forth below under “Regulations and Supervision — BankAtlantic”. We are taking steps to correct identified deficiencies in BankAtlantic’s compliance with the USA Patriot Act, various anti-money laundering laws and the Bank Secrecy Act, and are cooperating with regulators and incurring costs in connection with correcting such deficiencies (See “Management’s Discussion and Analysis of Results of Operations and Financial Condition – BankAtlantic Liquidity and Capital Resources”.)

Ryan Beck

          Ryan Beck is a full service broker-dealer headquartered in Florham Park, New Jersey. Ryan Beck operates on a nationwide basis through a network of 39 offices in 14 states. In addition to offering traditional brokerage products to individual investors, Ryan Beck is engaged in sector-oriented investment banking and capital markets activities.

          Ryan Beck intends to focus on the following key areas:

  •   Investment Banking. Ryan Beck has a well established investment banking group proactively 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, 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 merger 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, 2004.

         
    December 31, 2004   December 31, 2001
Financial Consultants
  450   80
Customer Accounts
  136,000   27,000
Customer Assets
  $18 billion   $4 billion

  •   Capital Markets. Ryan Beck operates both equity and fixed income capital markets groups. Both groups incorporate trading, institutional sales and syndicate activities. Ryan Beck makes a market in over 700 equity securities, principally financial institution stocks. Equity capital markets also incorporate a research department with over 134 companies under coverage in four industry sectors.

          As a registered broker-dealer with the SEC, Ryan Beck operates on a fully-disclosed basis through its clearing firm, Pershing LLC. Clients consist primarily of:

  •   high net worth individuals,
 
  •   financial institutions, institutional clients (including mutual funds, pension funds, trust companies,

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      insurance companies, LBO funds, private equity sponsors, merchant banks and other long-term investors), and
 
  •   other corporate clients.

          Ryan Beck’s investment banking activities primarily focus on financial institutions, middle market and emerging growth companies and municipal finance, including managing underwritten public offerings, serving as placement agent on institutional private financings and acting as an advisor on merger and acquisitions. Ryan Beck’s operations also include trading, research and institutional sales. Its trading activities include making markets in approximately 700 securities, and it continues to gain industry diversification. Ryan Beck’s research area employs 10 publishing analysts that cover approximately 35 closed end funds and 134 companies in four industry sectors. Additionally, it employs a Chief Market Strategist who provides economic and global market commentary. Its Institutional Equity Sales staff provides investment ideas and proprietary investment banking products to nearly 1,000 accounts across the United States.

Brokerage Industry Risk

          The securities business is, by its nature, subject to various risks, particularly in volatile or illiquid markets, including the risk of losses resulting from the underwriting or ownership of securities, customer fraud, employee errors and misconduct, failures in connection with the processing of securities transactions and litigation. Ryan Beck’s business and its profitability are affected by many factors including:

  •   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 and
 
  •   The volatility of equity and debt securities held in inventory.

          Markets characterized by low trading volumes and depressed prices generally result in reduced commissions and investment banking revenues as well as losses from declines in the market value of securities positions. Moreover, Ryan Beck is likely to be adversely affected by negative economic developments in the mid-Atlantic region or the financial services industry in general.

          A major portion of Ryan Beck’s assets and liabilities are securities owned or securities sold but not yet purchased. Securities owned and securities sold but not yet purchased are associated with trading activities conducted both as principal and as agent on behalf of individual and institutional investor clients of Ryan Beck and are accounted for at fair value in our financial statements. The fair value of these trading positions is generally based on listed market prices. If listed market prices are not available or if liquidating the positions would reasonably be expected to impact market prices, fair value is determined based on other relevant factors, including dealer price quotations, price quotations for similar instruments traded in different markets or management’s estimates of amounts to be realized on settlement. As a consequence, volatility in either the stock or fixed-income markets could result in adverse changes in our financial results. Trading transactions as principal involve making markets in securities, which are held in inventory to facilitate sales to and purchases from customers. As a result of this activity, Ryan Beck may be required to hold securities during declining markets.

Parent Company

          The Parent Company is a holding company. Our operations are limited and primarily include the financing of the capital needs of our subsidiaries. We obtain our funds from dividends from our subsidiaries, issuances of equity and debt securities, and returns on our portfolio investments, as well as borrowings from unrelated financial institutions. We provide funds to our subsidiaries for capital, the

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financing of acquisitions and other general corporate purposes. Our largest expense is interest expense on debt, and depending on interest rates, this expense could increase or decrease significantly as much of our debt is indexed to floating rates.

          The Parent Company also maintains a portfolio of publicly traded securities and privately held equity securities that subject it to equity pricing risks arising in connection with changes in the relative values due to changing market and economic conditions. Volatility or a decline in the financial markets can negatively impact our net income as a result of devaluation of these investments.

          A summary of the carrying value and gross unrealized appreciation or depreciation of estimated fair value of publicly traded securities and privately held equity securities follows (in thousands):

                                 
    December 31, 2004  
            Gross     Gross          
    Carrying     Unrealized     Unrealized     Estimated  
    Value     Appreciation     Depreciation     Fair Value