##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
 OR
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to   Commission files number 001-13133
 BankAtlantic Bancorp, Inc.
  Florida
    
    65-0507804(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-5000
 Not Applicable
  x o
  x o
  Large accelerated filer o
    
    Accelerated filer oNon-accelerated filer o
    
    Small reporting company x
  o x
  Outstanding atTitle of Each Class
    
    August 6, 2010Class A Common Stock, par value $0.01 per share
    
    60,061,590Class B Common Stock, par value $0.01 per share
    
    975,225




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##### 



TABLE OF CONTENTS
 PageReferencePart I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3-28Consolidated Statements of Financial Condition  June 30, 2010 and December 31, 2009  Unaudited
    
    
    3Consolidated Statements of Operations  For the Three and Six Months ended June 30, 2010 and 2009  Unaudited
    
    
    4Consolidated Statements of Equity and Comprehensive Income  For the Six Months Ended June 30, 2010 and 2009  Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Three and Six Months Ended June 30, 2010 and 2009  Unaudited
    
    
    6-7Notes to Consolidated Financial Statements  Unaudited
    
    
    8-28Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28-49Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    49Item 4.
    
    Controls and Procedures
    
    
    49Part II. OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    50Item 6.
    
    Exhibits
    
    
    50Signatures
    
    
    51EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 June 30,
    
    
    December 31,(In thousands, except share data)
    
    2010
    
    
    2009ASSETSCash and cash equivalents
    
    $
    420,880
    
    
    
    234,797Interest bearing deposits at other financial institutions
    
    
    33,863
    
    
    
    Securities available for sale, at fair value
    
    
    275,073
    
    
    
    320,327Derivatives, at fair value
    
    
    638
    
    
    
    Investment securities, at cost
    
    
    1,500
    
    
    
    1,500Tax certificates, net of allowance of $8,175 and $6,781
    
    
    139,731
    
    
    
    110,991Federal Home Loan Bank (FHLB) stock,
at cost which approximates fair value
    
    
    48,751
    
    
    
    48,751Loans held for sale
    
    
    5,861
    
    
    
    4,547Loans receivable, net of allowance for loan losses of $187,862 and $187,218
    
    
    3,381,864
    
    
    
    3,689,779Accrued interest receivable
    
    
    23,837
    
    
    
    32,279Real estate held for development and sale
    
    
    6,528
    
    
    
    13,694Real estate owned and other repossessed assets
    
    
    55,412
    
    
    
    46,477Investments in unconsolidated companies
    
    
    9,733
    
    
    
    12,563Office properties and equipment, net
    
    
    194,514
    
    
    
    201,686Goodwill
    
    
    13,081
    
    
    
    13,081Other assets
    
    
    44,334
    
    
    
    85,145Total assets
    
    $
    4,655,600
    
    
    
    4,815,617LIABILITIES AND EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    3,085,772
    
    
    
    3,142,100Non-interest bearing deposits
    
    
    902,481
    
    
    
    827,580Total deposits
    
    
    3,988,253
    
    
    
    3,969,680Advances from FHLB
    
    
    115,000
    
    
    
    282,012Securities sold under agreements to repurchase
    
    
    24,724
    
    
    
    24,468Short-term borrowings
    
    
    10,025
    
    
    
    2,803Subordinated debentures and bonds payable
    
    
    22,000
    
    
    
    22,697Junior subordinated debentures
    
    
    315,160
    
    
    
    308,334Other liabilities
    
    
    102,972
    
    
    
    64,052Total liabilities
    
    
    4,578,134
    
    
    
    4,674,046Commitments and contingenciesEquity:BankAtlantic Bancorps stockholders equityPreferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Class A common stock, $.01 par value, authorized 125,000,000
shares; issued and outstanding 52,946,126 and 48,245,042 shares
    
    
    530
    
    
    
    483Class B common stock, $.01 par value, authorized 9,000,000
shares; issued and outstanding 975,225 and 975,225 shares
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    304,482
    
    
    
    296,438Accumulated deficit
    
    
    (225,652
    )
    
    
    (153,434
    )Total equity before accumulated other comprehensive loss
    
    
    79,370
    
    
    
    143,497Accumulated other comprehensive loss
    
    
    (2,320
    )
    
    
    (1,926
    )Total BankAtlantic Bancorp equity
    
    
    77,050
    
    
    
    141,571Noncontrolling interest
    
    
    416
    
    
    
    Total equity
    
    
    77,466
    
    
    
    141,571Total liabilities and equity
    
    $
    4,655,600
    
    
    
    4,815,617
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 (In thousands, except share and per share data)
    
    For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Interest income:Interest and fees on loans
    
    $
    39,898
    
    
    
    47,747
    
    
    
    81,532
    
    
    
    97,425Interest and dividends on securities
    
    
    2,937
    
    
    
    6,373
    
    
    
    6,735
    
    
    
    15,111Interest on tax certificates
    
    
    514
    
    
    
    3,060
    
    
    
    2,870
    
    
    
    7,253Total interest income
    
    
    43,349
    
    
    
    57,180
    
    
    
    91,137
    
    
    
    119,789Interest expense:Interest on deposits
    
    
    6,021
    
    
    
    11,527
    
    
    
    13,078
    
    
    
    24,514Interest on advances from FHLB
    
    
    1
    
    
    
    5,082
    
    
    
    959
    
    
    
    12,246Interest on short term borrowings
    
    
    7
    
    
    
    19
    
    
    
    15
    
    
    
    191Interest on subordinated debentures
and bonds payable
    
    
    3,891
    
    
    
    4,280
    
    
    
    7,682
    
    
    
    8,818Total interest expense
    
    
    9,920
    
    
    
    20,908
    
    
    
    21,734
    
    
    
    45,769Net interest income
    
    
    33,429
    
    
    
    36,272
    
    
    
    69,403
    
    
    
    74,020Provision for loan losses
    
    
    48,553
    
    
    
    43,494
    
    
    
    79,308
    
    
    
    87,771Net interest loss after provision for
loan losses
    
    
    (15,124
    )
    
    
    (7,222
    )
    
    
    (9,905
    )
    
    
    (13,751
    )Non-interest income:Service charges on deposits
    
    
    15,502
    
    
    
    19,347
    
    
    
    30,550
    
    
    
    38,032Other service charges and fees
    
    
    7,739
    
    
    
    8,059
    
    
    
    15,117
    
    
    
    15,084Securities activities, net
    
    
    312
    
    
    
    692
    
    
    
    3,450
    
    
    
    5,132Other
    
    
    2,970
    
    
    
    3,424
    
    
    
    5,870
    
    
    
    6,383Total non-interest income
    
    
    26,523
    
    
    
    31,522
    
    
    
    54,987
    
    
    
    64,631Non-interest expense:Employee compensation and benefits
    
    
    25,155
    
    
    
    25,935
    
    
    
    50,533
    
    
    
    54,741Occupancy and equipment
    
    
    13,745
    
    
    
    14,842
    
    
    
    27,327
    
    
    
    29,753Advertising and promotion
    
    
    2,239
    
    
    
    1,979
    
    
    
    4,183
    
    
    
    4,811Check losses
    
    
    521
    
    
    
    991
    
    
    
    953
    
    
    
    1,835Professional fees
    
    
    4,824
    
    
    
    2,695
    
    
    
    7,711
    
    
    
    6,021Supplies and postage
    
    
    921
    
    
    
    999
    
    
    
    1,919
    
    
    
    2,003Telecommunication
    
    
    662
    
    
    
    586
    
    
    
    1,196
    
    
    
    1,284Cost associated with debt redemption
    
    
    54
    
    
    
    1,441
    
    
    
    60
    
    
    
    2,032Provision for tax certificates
    
    
    2,134
    
    
    
    1,414
    
    
    
    2,867
    
    
    
    2,900Impairment of real estate owned
    
    
    1,221
    
    
    
    411
    
    
    
    1,364
    
    
    
    623Restructuring charges and exit activities
    
    
    1,726
    
    
    
    1,406
    
    
    
    1,726
    
    
    
    3,281Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124FDIC special assessment
    
    
    
    
    
    
    2,428
    
    
    
    
    
    
    
    2,428Other
    
    
    9,447
    
    
    
    7,529
    
    
    
    16,924
    
    
    
    15,011Total non-interest expense
    
    
    62,649
    
    
    
    62,656
    
    
    
    116,763
    
    
    
    135,847Loss from continuing operations
before income taxes
    
    
    (51,250
    )
    
    
    (38,356
    )
    
    
    (71,681
    )
    
    
    (84,967
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    Loss from continuing operations
    
    
    (51,250
    )
    
    
    (38,356
    )
    
    
    (71,771
    )
    
    
    (84,967
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,201Net loss
    
    
    (51,250
    )
    
    
    (38,356
    )
    
    
    (71,771
    )
    
    
    (80,766
    )Less: net income attributable to
noncontrolling
interest
    
    
    (239
    )
    
    
    
    
    
    
    (447
    )
    
    
    Net loss attributable to
BankAtlantic Bancorp
    
    $
    (51,489
    )
    
    
    (38,356
    )
    
    
    (72,218
    )
    
    
    (80,766
    )Basic loss per shareContinuing operations
    
    $
    (1.02
    )
    
    
    (2.53
    )
    
    
    (1.44
    )
    
    
    (5.60
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.28Basic loss per share
    
    $
    (1.02
    )
    
    
    (2.53
    )
    
    
    (1.44
    )
    
    
    (5.32
    )Diluted loss per shareContinuing operations
    
    $
    (1.02
    )
    
    
    (2.53
    )
    
    
    (1.44
    )
    
    
    (5.60
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.28Diluted loss per share
    
    $
    (1.02
    )
    
    
    (2.53
    )
    
    
    (1.44
    )
    
    
    (5.32
    )Basic weighted average number of
common shares outstanding
    
    
    50,678,568
    
    
    
    15,170,351
    
    
    
    50,010,292
    
    
    
    15,168,850Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    50,678,568
    
    
    
    15,170,351
    
    
    
    50,010,292
    
    
    
    15,168,850
  4




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2009 and 2010-Unaudited
 Accumulated(Accumulated
    
    
    OtherCompre-
    
    
    
    
    
    
    Additional
    
    
    Deficit)
    
    
    Compre-
    
    
    BankAtlantic
    
    
    Non-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive
    
    
    Bancorp
    
    
    Controlling
    
    
    Total(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Equity
    
    
    Interest
    
    
    EquityBALANCE, DECEMBER 31, 2008
    
    $
    
    
    
    
    113
    
    
    
    218,974
    
    
    
    32,667
    
    
    
    (7,786
    )
    
    
    243,968
    
    
    
    
    
    
    
    243,968Net loss
    
    
    (80,766
    )
    
    
    
    
    
    
    
    
    
    
    (80,766
    )
    
    
    
    
    
    
    (80,766
    )
    
    
    
    
    
    
    (80,766
    )Net unrealized gains on securities
available for sale
    
    
    2,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,246
    
    
    
    2,246
    
    
    
    
    
    
    
    2,246Comprehensive loss
    
    $
    (78,520
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,401
    
    
    
    
    
    
    
    
    
    
    
    1,401
    
    
    
    
    
    
    
    1,401BALANCE, JUNE 30, 2009
    
    $
    
    
    
    
    113
    
    
    
    220,375
    
    
    
    (48,381
    )
    
    
    (5,540
    )
    
    
    166,567
    
    
    
    
    
    
    
    166,567BALANCE, DECEMBER 31, 2009
    
    $
    
    
    
    
    493
    
    
    
    296,438
    
    
    
    (153,434
    )
    
    
    (1,926
    )
    
    
    141,571
    
    
    
    
    
    
    
    141,571Net loss
    
    
    (72,218
    )
    
    
    
    
    
    
    
    
    
    
    (72,218
    )
    
    
    
    
    
    
    (72,218
    )
    
    
    447
    
    
    
    (71,771
    )Net unrealized losses on securities
available for sale
    
    
    (394
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (394
    )
    
    
    (394
    )
    
    
    
    
    
    
    (394
    )Comprehensive loss
    
    $
    (72,612
    )Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    307
    
    
    
    307Non-controlling interest distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (338
    )
    
    
    (338
    )Issuance of Class A common stock
    
    
    
    
    
    
    47
    
    
    
    6,881
    
    
    
    
    
    
    
    
    
    
    
    6,928
    
    
    
    
    
    
    
    6,928Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,163
    
    
    
    
    
    
    
    
    
    
    
    1,163
    
    
    
    
    
    
    
    1,163BALANCE, JUNE 30, 2010
    
    $
    
    
    
    
    540
    
    
    
    304,482
    
    
    
    (225,652
    )
    
    
    (2,320
    )
    
    
    77,050
    
    
    
    416
    
    
    
    77,466
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Six MonthsEnded June 30,(In thousands)
    
    2010
    
    
    2009Net cash provided by operating activities
    
    $
    89,355
    
    
    
    32,524Investing activities:Purchase of interest-bearing deposits in
other financial institutions
    
    
    (33,863
    )
    
    
    Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    61,313
    
    
    
    88,969Purchase of investment securities and tax certificates
    
    
    (93,142
    )
    
    
    (57,896
    )Purchase of securities available for sale
    
    
    (21,397
    )
    
    
    Proceeds from sales of securities available for sale
    
    
    46,911
    
    
    
    205,679Proceeds from maturities of securities available for
sale
    
    
    51,897
    
    
    
    80,047Purchases of FHLB stock
    
    
    
    
    
    
    (2,295
    )Redemption of FHLB stock
    
    
    
    
    
    
    8,151Investments in unconsolidated companies
    
    
    
    
    
    
    (630
    )Distributions from unconsolidated companies
    
    
    
    
    
    
    174Net decrease in loans
    
    
    183,598
    
    
    
    185,352Proceeds from the sales of loans receivable
    
    
    26,871
    
    
    
    5,427Improvements to real estate owned
    
    
    (800
    )
    
    
    (577
    )Proceeds from sales of real estate owned
    
    
    12,362
    
    
    
    1,372Disposals of office properties and equipment
    
    
    528
    
    
    
    144Additions to office properties and equipment
    
    
    (2,424
    )
    
    
    (1,720
    )Net cash provided by investing activities
    
    
    231,854
    
    
    
    512,197Financing activities:Net increase in deposits
    
    
    18,573
    
    
    
    135,251Prepayment of FHLB advances
    
    
    (2,061
    )
    
    
    (526,032
    )Net (repayments) proceeds from FHLB advances
    
    
    (165,000
    )
    
    
    154,000Increase (decrease) in short-term borrowings
    
    
    7,478
    
    
    
    (253,049
    )Repayment of bonds payable
    
    
    (45
    )
    
    
    (90
    )Prepayments of bonds payable
    
    
    (661
    )
    
    
    Proceeds from issuance of Class A common stock
    
    
    6,928
    
    
    
    Noncontrolling interest distributions
    
    
    (338
    )
    
    
    Common stock dividends
    
    
    
    
    
    
    (282
    )Net cash used in financing activities
    
    
    (135,126
    )
    
    
    (490,202
    )Increase in cash and cash equivalents
    
    
    186,083
    
    
    
    54,519Cash and cash equivalents at the beginning of period
    
    
    234,797
    
    
    
    158,957Cash and cash equivalents at end of period
    
    $
    420,880
    
    
    
    213,476
  6




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six MonthsEnded June 30,(In thousands)
    
    2010
    
    
    2009Cash paid or received for:Interest on borrowings and deposits
    
    $
    14,925
    
    
    
    40,242Income tax
refunds
    
    
    31,692
    
    
    
    Supplementary disclosure of non-cash investing and
financing activities:Loans and tax certificates transferred to real estate owned
    
    
    22,115
    
    
    
    16,403Long-lived assets held-for-use transferred to assets
held for sale
    
    
    1,919
    
    
    
    Long-lived assets held-for-sale transferred to assets
held for use
    
    
    1,239
    
    
    
    Securities purchased pending settlement
    
    
    30,002
    
    
    
    Change in assets and liabilities as of January 1, 2010
upon the consolidation of a factoring joint venture:Increase in loans receivable
    
    
    (3,214
    )
    
    
    Decrease in investment in unconsolidated subsidiaries
    
    
    3,256
    
    
    
    Increase in other assets
    
    
    (367
    )
    
    
    Increase in other liabilities
    
    
    18
    
    
    
    Increase in noncontrolling interest
    
    
    307
    
    
    
    
  7




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 1. Presentation of Interim Financial Statements
       8




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  2. Fair Value Measurement
  Fair Value Measurements usingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    135,573
    
    
    
    
    
    
    
    135,573
    
    
    
    REMICS (1)
    
    
    87,270
    
    
    
    
    
    
    
    87,270
    
    
    
    Agency bonds
    
    
    50,101
    
    
    
    
    
    
    
    50,101
    
    
    
    Municipal bonds
    
    
    570
    
    
    
    
    
    
    
    570
    
    
    
    Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Foreign currency put options
    
    
    638
    
    
    
    638
    
    
    
    
    
    
    
    Equity securities
    
    
    1,309
    
    
    
    1,309
    
    
    
    
    
    
    
    Total
    
    $
    275,711
    
    
    
    1,947
    
    
    
    273,514
    
    
    
    250
 Fair Value Measurements usingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    211,945
    
    
    
    
    
    
    
    211,945
    
    
    
    REMICS (1)
    
    
    107,347
    
    
    
    
    
    
    
    107,347
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    785
    
    
    
    785
    
    
    
    
    
    
    
    Total
    
    $
    320,327
    
    
    
    785
    
    
    
    319,292
    
    
    
    250
 
 (1)
    
    Real estate mortgage investment conduits (REMICS) are pass-through entities that hold
residential loans. Investors in these entities are issued ownership interests in the entities
in the form of a bond. The securities were guaranteed by government agencies.  9




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  OtherBondsBeginning Balance
    
    $
    250Total gains and losses (realized/unrealized)Included in earnings
    
    
    Included in other comprehensive income
    
    
    Purchases, issuances, and settlements
    
    
    Transfers in and/or out of Level 3
    
    
    Ending balance
    
    $
    250
  Other
    
    
    EquityFor the Three Months Ended:
    
    Bonds
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    1,252
    
    
    
    1,502Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive
income
    
    
    
    
    
    
    336
    
    
    
    336Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    210
    
    
    
    460
 Other
    
    
    EquityFor the Six Months Ended:
    
    Bonds
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    1,588
    
    
    
    1,838Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive
income
    
    
    
    
    
    
    
    
    
    
    Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    210
    
    
    
    460
    10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the fair
value
of the underlying collateral
    
    $
    302,199
    
    
    
    
    
    
    
    
    
    
    
    302,199
    
    
    
    74,584Impaired real estate owned
    
    
    6,578
    
    
    
    
    
    
    
    
    
    
    
    6,578
    
    
    
    1,364Impaired real estate held
for sale
    
    
    3,490
    
    
    
    
    
    
    
    
    
    
    
    3,490
    
    
    
    1,532Total
    
    $
    312,267
    
    
    
    
    
    
    
    
    
    
    
    312,267
    
    
    
    77,480
  Fair Value Measurements usingQuoted prices inActive Markets
    
    
    Significant
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Other Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the fair value
of the underlying collateral
    
    $
    177,326
    
    
    
    
    
    
    
    
    
    
    
    177,326
    
    
    
    37,744Impaired real estate owned
    
    
    2,955
    
    
    
    
    
    
    
    
    
    
    
    2,955
    
    
    
    623Impaired real estate held for
sale
    
    
    2,130
    
    
    
    
    
    
    
    
    
    
    
    2,130
    
    
    
    33Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124Total
    
    $
    182,411
    
    
    
    
    
    
    
    
    
    
    
    182,411
    
    
    
    47,524
  11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Loans Measured For Impairment
  Impaired Real Estate Owned and Real Estate Held for Sale
  Impaired Goodwill
   12




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Financial Disclosures about Fair Value of Financial Instruments
 June 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair(in thousands)
    
    Amount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    420,880
    
    
    
    420,880
    
    
    
    234,797
    
    
    
    234,797Interest bearing deposits in
other financial institutions
    
    
    33,863
    
    
    
    33,863
    
    
    
    
    
    
    
    Securities available for sale
    
    
    275,073
    
    
    
    275,073
    
    
    
    320,327
    
    
    
    320,327Derivatives
    
    
    638
    
    
    
    638
    
    
    
    
    
    
    
    Investment securities
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500Tax certificates
    
    
    139,731
    
    
    
    142,302
    
    
    
    110,991
    
    
    
    112,472Federal home loan bank stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    48,751
    
    
    
    48,751Loans receivable including loans
held for sale, net
    
    
    3,387,725
    
    
    
    3,014,876
    
    
    
    3,694,326
    
    
    
    3,392,681Financial liabilities:Deposits
    
    
    3,988,253
    
    
    
    3,990,894
    
    
    
    3,969,680
    
    
    
    3,971,702Securities sold under
agreements to repurchase
and short-term borrowings
    
    
    34,749
    
    
    
    34,749
    
    
    
    27,271
    
    
    
    27,271Advances from FHLB
    
    
    115,000
    
    
    
    115,000
    
    
    
    282,012
    
    
    
    282,912Subordinated debentures
and bonds payable
    
    
    22,000
    
    
    
    21,051
    
    
    
    22,697
    
    
    
    20,645Junior subordinated debentures
    
    
    315,160
    
    
    
    125,025
    
    
    
    308,334
    
    
    
    74,943
       13




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
       14




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 3. Securities Available for Sale
  As of June 30, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    127,159
    
    
    
    8,414
    
    
    
    
    
    
    
    135,573Agency bonds
    
    
    49,992
    
    
    
    109
    
    
    
    
    
    
    
    50,101REMICS (1)
    
    
    84,229
    
    
    
    3,041
    
    
    
    
    
    
    
    87,270Total
    
    
    261,380
    
    
    
    11,564
    
    
    
    
    
    
    
    272,944Investment securities:Municipal bonds
    
    
    574
    
    
    
    
    
    
    
    4
    
    
    
    570Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    1,260
    
    
    
    51
    
    
    
    2
    
    
    
    1,309Total investment securities
    
    
    2,084
    
    
    
    51
    
    
    
    6
    
    
    
    2,129Total
    
    $
    263,464
    
    
    
    11,615
    
    
    
    6
    
    
    
    275,073
 As of December 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    202,985
    
    
    
    8,961
    
    
    
    1
    
    
    
    211,945REMICS (1)
    
    
    104,329
    
    
    
    3,037
    
    
    
    19
    
    
    
    107,347Total
    
    
    307,314
    
    
    
    11,998
    
    
    
    20
    
    
    
    319,292Investment securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    760
    
    
    
    31
    
    
    
    6
    
    
    
    785Total investment securities
    
    
    1,010
    
    
    
    31
    
    
    
    6
    
    
    
    1,035Total
    
    $
    308,324
    
    
    
    12,029
    
    
    
    26
    
    
    
    320,327
 
 (1)
    
    Real estate mortgage investment conduits (REMICS) are pass-through entities that hold
residential loans. Investors in these entities are issued ownership interests in the entities
in the form of a bond. The securities are guaranteed by government agencies. 15




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  As of June 30, 2010Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMunicipal bonds
    
    $
    570
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    570
    
    
    
    (4
    )Equity securities
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    (2
    )
    
    
    8
    
    
    
    (2
    )Total available for sale
securities:
    
    $
    570
    
    
    
    (4
    )
    
    
    8
    
    
    
    (2
    )
    
    
    578
    
    
    
    (6
    )
 As of December 31, 2009Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMortgage-backed securities
    
    $
    
    
    
    
    
    
    
    
    159
    
    
    
    (1
    )
    
    
    159
    
    
    
    (1
    )REMICS
    
    
    
    
    
    
    
    
    
    
    21,934
    
    
    
    (19
    )
    
    
    21,934
    
    
    
    (19
    )Equity securities
    
    
    4
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    (6
    )Total available for sale
securities:
    
    $
    4
    
    
    
    (6
    )
    
    
    22,093
    
    
    
    (20
    )
    
    
    22,097
    
    
    
    (26
    )
    Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairJune 30, 2010 (1)
    
    Cost
    
    
    ValueDue within one year
    
    $
    718
    
    
    
    718Due after one year, but within five years
    
    
    50,138
    
    
    
    50,245Due after five years, but within ten years
    
    
    27,708
    
    
    
    28,585Due after ten years
    
    
    183,640
    
    
    
    194,216Total
    
    $
    262,204
    
    
    
    273,764
 
 (1)
    
    Scheduled maturities in the above table are based on
contractual maturities but may vary significantly from actual
maturities due to prepayments. 16




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Gross gains on securities sales
    
    $
    
    
    
    
    2,070
    
    
    
    3,138
    
    
    
    6,510Gross losses on securities sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceed from sales of securities
    
    
    
    
    
    
    43,277
    
    
    
    46,911
    
    
    
    205,679
  4. Derivatives
  Contract
    
    Expiration
    
    
    Strike
    
    
    
    
    
    
    FairAmount
    
    Date
    
    
    Price
    
    
    Premium
    
    
    Value
    2,800
    
    Nov-10
    
    $
    1.34
    
    
    $
    166
    
    
    
    3331,600
    
    Dec-10
    
    
    1.34
    
    
    
    104
    
    
    
    200400
    
    Jan-11
    
    
    1.34
    
    
    
    28
    
    
    
    53400
    
    Apr-11
    
    
    1.34
    
    
    
    31
    
    
    
    52
    5,200
    
    
    
    
    
    
    
    
    
    $
    329
    
    
    
    638
  5. Discontinued Operations
  17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 6. Restructuring Charges and Exit Activities
  EmployeeTerminationBenefits
    
    
    Contract
    
    
    TotalLiability
    
    
    Liability
    
    
    LiabilityBalance at January 1, 2009
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633Expenses incurred
    
    
    1,946
    
    
    
    1,301
    
    
    
    3,247Amounts paid or amortized
    
    
    (1,693
    )
    
    
    (60
    )
    
    
    (1,753
    )Balance at June 30, 2009
    
    $
    424
    
    
    
    2,703
    
    
    
    3,127
 EmployeeTerminationBenefits
    
    
    Contract
    
    
    TotalLiability
    
    
    Liability
    
    
    LiabilityBalance at January 1, 2010
    
    $
    10
    
    
    
    3,681
    
    
    
    3,691Expenses incurred
    
    
    
    
    
    
    216
    
    
    
    216Amounts paid or amortized
    
    
    (10
    )
    
    
    (330
    )
    
    
    (340
    )Balance at June 30, 2010
    
    $
    
    
    
    
    3,567
    
    
    
    3,567
    18




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 7. Loans Receivable
  June 30,
    
    
    December 31,2010
    
    
    2009Real estate loans:Residential
    
    $
    1,395,690
    
    
    
    1,549,791Builder land loans
    
    
    23,482
    
    
    
    57,807Land acquisition and development
    
    
    150,305
    
    
    
    182,235Land acquisition, development and
construction
    
    
    14,327
    
    
    
    26,184Construction and development
    
    
    180,469
    
    
    
    211,809Commercial
    
    
    707,850
    
    
    
    688,386Consumer  home equity
    
    
    633,126
    
    
    
    669,690Small business
    
    
    211,829
    
    
    
    213,591Other loans:Commercial business
    
    
    129,648
    
    
    
    155,226Small business  non-mortgage
    
    
    95,717
    
    
    
    99,113Consumer loans
    
    
    19,300
    
    
    
    15,935Deposit overdrafts
    
    
    5,701
    
    
    
    4,816Total gross loans
    
    
    3,567,444
    
    
    
    3,874,583Adjustments:Premiums, discounts and net deferred fees
    
    
    2,282
    
    
    
    2,414Allowance for loan losses
    
    
    (187,862
    )
    
    
    (187,218
    )Loans receivable  net
    
    $
    3,381,864
    
    
    
    3,689,779Loans held for sale
    
    $
    5,861
    
    
    
    4,547
    June 30,
    
    
    December 31,2010
    
    
    2009Construction and development
    
    $
    33,403
    
    
    
    43,432Commercial
    
    
    30,159
    
    
    
    25,696Total undisbursed loans in process
    
    $
    63,562
    
    
    
    69,128
 19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Allowance for Loan Losses (in thousands):
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    177,597
    
    
    
    158,397
    
    
    
    187,218
    
    
    
    137,257Loans charged-off
    
    
    (39,167
    )
    
    
    (30,332
    )
    
    
    (80,590
    )
    
    
    (54,261
    )Recoveries of loans
previously charged-off
    
    
    879
    
    
    
    661
    
    
    
    1,926
    
    
    
    1,453Net charge-offs
    
    
    (38,288
    )
    
    
    (29,671
    )
    
    
    (78,664
    )
    
    
    (52,808
    )Provision for loan losses
    
    
    48,553
    
    
    
    43,494
    
    
    
    79,308
    
    
    
    87,771Balance, end of period
    
    $
    187,862
    
    
    
    172,220
    
    
    
    187,862
    
    
    
    172,220
  June 30, 2010
    
    
    December 31, 2009Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    368,312
    
    
    
    101,100
    
    
    
    249,477
    
    
    
    70,485Impaired loans without
specific
valuation allowances
    
    
    208,734
    
    
    
    
    
    
    
    196,018
    
    
    
    Total
    
    $
    577,046
    
    
    
    101,100
    
    
    
    445,495
    
    
    
    70,485
    20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Contracted interest
income
    
    $
    6,388
    
    
    
    6,408
    
    
    
    12,065
    
    
    
    11,505Interest income
recognized
    
    
    (769
    )
    
    
    (734
    )
    
    
    (1,013
    )
    
    
    (1,428
    )Foregone interest income
    
    $
    5,619
    
    
    
    5,674
    
    
    
    11,052
    
    
    
    10,077
 8. Goodwill
  9. Short-term Borrowings, Common Stock and Share-based Compensation
      21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Class A
    
    
    WeightedNon-vested
    
    
    AverageRestricted
    
    
    Grant dateStock
    
    
    Fair ValueOutstanding at December 31, 2009
    
    
    19,800
    
    
    $
    42.11Vested
    
    
    (3,900
    )
    
    
    35.85Forfeited
    
    
    (5,000
    )
    
    
    1.24Granted
    
    
    1,675,000
    
    
    
    1.24Outstanding at June 30, 2010
    
    
    1,685,900
    
    
    $
    1.64
 10. Related Parties
      For the Three
    
    
    For the SixMonths Ended
    
    
    Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Non-interest income:Other  office facilities
    
    $
    148
    
    
    
    137
    
    
    
    289
    
    
    
    260Non-interest expense:Employee compensation
and benefits
    
    
    (25
    )
    
    
    (29
    )
    
    
    (46
    )
    
    
    (58
    )Other  back-office support
    
    
    (675
    )
    
    
    (465
    )
    
    
    (1,167
    )
    
    
    (906
    )Net effect of affiliate
transactions
before income taxes
    
    $
    (552
    )
    
    
    (357
    )
    
    
    (924
    )
    
    
    (704
    )
  22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    44,176
    
    
    $
    52.38Options non-vested
    
    
    5,281
    
    
    $
    95.10
      23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 11. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operationsParent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities
   Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Three Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2010Interest income
    
    $
    43,271
    
    
    
    81
    
    
    
    (3
    )
    
    
    43,349Interest expense
    
    
    (6,263
    )
    
    
    (3,660
    )
    
    
    3
    
    
    
    (9,920
    )(Provision) for loan losses
    
    
    (43,634
    )
    
    
    (4,919
    )
    
    
    
    
    
    
    (48,553
    )Non-interest income
    
    
    26,271
    
    
    
    511
    
    
    
    (259
    )
    
    
    26,523Non-interest expense
    
    
    (59,515
    )
    
    
    (3,393
    )
    
    
    259
    
    
    
    (62,649
    )Segment loss before
income taxes
    
    
    (39,870
    )
    
    
    (11,380
    )
    
    
    
    
    
    
    (51,250
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Segment net loss
    
    $
    (39,870
    )
    
    
    (11,380
    )
    
    
    
    
    
    
    (51,250
    )Total assets
    
    $
    4,611,282
    
    
    
    401,842
    
    
    
    (357,524
    )
    
    
    4,655,6002009Interest income
    
    $
    56,991
    
    
    
    196
    
    
    
    (7
    )
    
    
    57,180Interest expense
    
    
    (16,913
    )
    
    
    (4,002
    )
    
    
    7
    
    
    
    (20,908
    )(Provision) for loan losses
    
    
    (35,955
    )
    
    
    (7,539
    )
    
    
    
    
    
    
    (43,494
    )Non-interest income
    
    
    32,776
    
    
    
    (973
    )
    
    
    (281
    )
    
    
    31,522Non-interest expense
    
    
    (61,077
    )
    
    
    (1,860
    )
    
    
    281
    
    
    
    (62,656
    )Segment loss before
income taxes
    
    
    (24,178
    )
    
    
    (14,178
    )
    
    
    
    
    
    
    (38,356
    )Segment net loss
    
    $
    (24,178
    )
    
    
    (14,178
    )
    
    
    
    
    
    
    (38,356
    )Total assets
    
    $
    5,189,711
    
    
    
    469,533
    
    
    
    (398,219
    )
    
    
    5,261,025
 24




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Six Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2010Interest income
    
    $
    90,986
    
    
    
    159
    
    
    
    (8
    )
    
    
    91,137Interest expense
    
    
    (14,519
    )
    
    
    (7,223
    )
    
    
    8
    
    
    
    (21,734
    )(Provision) for loan losses
    
    
    (75,668
    )
    
    
    (3,640
    )
    
    
    
    
    
    
    (79,308
    )Non-interest income
    
    
    54,528
    
    
    
    969
    
    
    
    (510
    )
    
    
    54,987Non-interest expense
    
    
    (112,236
    )
    
    
    (5,037
    )
    
    
    510
    
    
    
    (116,763
    )Segment loss before
income taxes
    
    
    (56,909
    )
    
    
    (14,772
    )
    
    
    
    
    
    
    (71,681
    )Provision for income taxes
    
    
    (90
    )
    
    
    
    
    
    
    
    
    
    
    (90
    )Segment net loss
    
    $
    (56,999
    )
    
    
    (14,772
    )
    
    
    
    
    
    
    (71,771
    )2009Interest income
    
    $
    119,400
    
    
    
    405
    
    
    
    (16
    )
    
    
    119,789Interest expense
    
    
    (37,553
    )
    
    
    (8,232
    )
    
    
    16
    
    
    
    (45,769
    )(Provision) for loan losses
    
    
    (79,475
    )
    
    
    (8,296
    )
    
    
    
    
    
    
    (87,771
    )Non-interest income
    
    
    65,641
    
    
    
    (513
    )
    
    
    (497
    )
    
    
    64,631Non-interest expense
    
    
    (132,780
    )
    
    
    (3,564
    )
    
    
    497
    
    
    
    (135,847
    )Segment loss before
income taxes
    
    
    (64,767
    )
    
    
    (20,200
    )
    
    
    
    
    
    
    (84,967
    )Segment net loss
    
    $
    (64,767
    )
    
    
    (20,200
    )
    
    
    
    
    
    
    (84,967
    )
 12. Financial Instruments with Off-balance Sheet Risk
  June 30,
    
    
    December 31,2010
    
    
    2009Commitments to sell fixed rate residential loans
    
    $
    19,663
    
    
    
    23,255Commitments to originate loans held for sale
    
    
    13,801
    
    
    
    18,708Commitments to originate loans held to maturity
    
    
    16,312
    
    
    
    43,842Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    383,201
    
    
    
    396,627Standby letters of credit
    
    
    14,665
    
    
    
    13,573Commercial lines of credit
    
    
    87,960
    
    
    
    74,841
   25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Concentration of Credit Risk
   26




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 13. Earnings per Share
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic loss per share:Numerator:Loss from continuing operations
    
    $
    (51,489
    )
    
    
    (38,356
    )
    
    
    (72,218
    )
    
    
    (84,967
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,201Net (loss)
    
    $
    (51,489
    )
    
    
    (38,356
    )
    
    
    (72,218
    )
    
    
    (80,766
    )Denominator:Basic weighted average number of
common shares outstanding
    
    
    50,678,568
    
    
    
    15,170,351
    
    
    
    50,010,292
    
    
    
    15,168,850Basic loss per share from:Continuing operations
    
    $
    (1.02
    )
    
    
    (2.53
    )
    
    
    (1.44
    )
    
    
    (5.60
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.28Basic loss per share
    
    $
    (1.02
    )
    
    
    (2.53
    )
    
    
    (1.44
    )
    
    
    (5.32
    )Diluted loss per shareNumerator:Loss from continuing operations
    
    $
    (51,489
    )
    
    
    (38,356
    )
    
    
    (72,218
    )
    
    
    (84,967
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,201Net loss
    
    $
    (51,489
    )
    
    
    (38,356
    )
    
    
    (72,218
    )
    
    
    (80,766
    )Denominator:Basic weighted average number of
common shares outstanding
    
    
    50,678,568
    
    
    
    15,170,351
    
    
    
    50,010,292
    
    
    
    15,168,850Diluted weighted average shares
outstanding
    
    
    50,678,568
    
    
    
    15,170,351
    
    
    
    50,010,292
    
    
    
    15,168,850Diluted loss per share from:Continuing operations
    
    $
    (1.02
    )
    
    
    (2.53
    )
    
    
    (1.44
    )
    
    
    (5.60
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.28Diluted loss per share
    
    $
    (1.02
    )
    
    
    (2.53
    )
    
    
    (1.44
    )
    
    
    (5.32
    )Cash dividends per share:Class A share
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    0.0250Class B share
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    0.0250
   27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 14. New Accounting Pronouncements
     
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Critical Accounting Policies
  Consolidated Results of Operations
  For the Three Months Ended June 30,2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (39,870
    )
    
    
    (24,178
    )
    
    
    (15,692
    )Parent Company
    
    
    (11,380
    )
    
    
    (14,178
    )
    
    
    2,798Net loss
    
    $
    (51,250
    )
    
    
    (38,356
    )
    
    
    (12,894
    )
 29




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Three Months Ended June 30, 2010 Compared to the Same 2009 Period:
   For the Six Months Ended June 30,(in thousands)
    
    2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (56,999
    )
    
    
    (64,767
    )
    
    
    7,768Parent Company
    
    
    (14,772
    )
    
    
    (20,200
    )
    
    
    5,428Net loss
    
    $
    (71,771
    )
    
    
    (84,967
    )
    
    
    13,196
 For the Six Months Ended June 30, 2010 Compared to the Same 2009 Period:
   30




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedJune 30, 2010
    
    
    June 30, 2009Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate(dollars in thousands)Total loans
    
    $
    3,591,733
    
    
    
    39,839
    
    
    
    4.44
    
    
    $
    4,226,918
    
    
    
    47,585
    
    
    
    4.50Investments
    
    
    648,812
    
    
    
    3,432
    
    
    
    2.12
    
    
    
    727,869
    
    
    
    9,405
    
    
    
    5.17Total interest earning assets
    
    
    4,240,545
    
    
    
    43,271
    
    
    
    4.08
    %
    
    
    4,954,787
    
    
    
    56,990
    
    
    
    4.60
    %Goodwill and core deposit intangibles
    
    
    15,353
    
    
    
    
    
    
    
    
    
    
    
    16,618Other non-interest earning assets
    
    
    304,066
    
    
    
    
    
    
    
    
    
    
    
    299,497Total Assets
    
    $
    4,559,964
    
    
    
    
    
    
    
    
    
    
    $
    5,270,902Deposits:Savings
    
    $
    445,686
    
    
    
    271
    
    
    
    0.24
    %
    
    $
    451,122
    
    
    
    390
    
    
    
    0.35
    %NOW
    
    
    1,525,475
    
    
    
    1,786
    
    
    
    0.47
    
    
    
    1,159,531
    
    
    
    1,812
    
    
    
    0.63Money market
    
    
    386,712
    
    
    
    630
    
    
    
    0.65
    
    
    
    412,065
    
    
    
    674
    
    
    
    0.66Certificates of deposit
    
    
    805,656
    
    
    
    3,334
    
    
    
    1.66
    
    
    
    1,256,299
    
    
    
    8,651
    
    
    
    2.76Total interest bearing deposits
    
    
    3,163,529
    
    
    
    6,021
    
    
    
    0.76
    
    
    
    3,279,017
    
    
    
    11,527
    
    
    
    1.41Short-term borrowed funds
    
    
    33,665
    
    
    
    10
    
    
    
    0.12
    
    
    
    65,604
    
    
    
    27
    
    
    
    0.17Advances from FHLB
    
    
    1,264
    
    
    
    1
    
    
    
    0.32
    
    
    
    625,254
    
    
    
    5,082
    
    
    
    3.26Long-term debt
    
    
    22,000
    
    
    
    231
    
    
    
    4.21
    
    
    
    22,779
    
    
    
    276
    
    
    
    4.86Total interest bearing liabilities
    
    
    3,220,458
    
    
    
    6,263
    
    
    
    0.78
    
    
    
    3,992,654
    
    
    
    16,912
    
    
    
    1.70Demand deposits
    
    
    916,105
    
    
    
    
    
    
    
    
    
    
    
    810,031Non-interest bearing other liabilities
    
    
    54,929
    
    
    
    
    
    
    
    
    
    
    
    62,835Total Liabilities
    
    
    4,191,492
    
    
    
    
    
    
    
    
    
    
    
    4,865,520Stockholders equity
    
    
    368,472
    
    
    
    
    
    
    
    
    
    
    
    405,382Total liabilities and stockholders
equity
    
    $
    4,559,964
    
    
    
    
    
    
    
    
    
    
    $
    5,270,902Net interest income/
net interest spread
    
    
    
    
    
    $
    37,008
    
    
    
    3.30
    %
    
    
    
    
    
    $
    40,078
    
    
    
    2.90
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.08
    %
    
    
    
    
    
    
    
    
    
    
    4.60
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.59
    
    
    
    
    
    
    
    
    
    
    
    1.37Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.49
    %
    
    
    
    
    
    
    
    
    
    
    3.23
    %
 For the Three Months Ended June 30, 2010 Compared to the Same 2009 Period:
    31




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Average Balance Sheet - Yield / Rate AnalysisFor the Six Months EndedJune 30, 2010
    
    
    June 30, 2009Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate(dollars in thousands)Total loans
    
    $
    3,671,378
    
    
    
    81,417
    
    
    
    4.44
    
    
    
    4,291,012
    
    
    
    97,191
    
    
    
    4.53Investments
    
    
    626,281
    
    
    
    9,569
    
    
    
    3.04
    
    
    
    864,527
    
    
    
    22,208
    
    
    
    5.14Total interest earning assets
    
    
    4,297,659
    
    
    
    90,986
    
    
    
    4.23
    %
    
    
    5,155,539
    
    
    
    119,399
    
    
    
    4.63Goodwill and core deposit intangibles
    
    
    15,501
    
    
    
    
    
    
    
    
    
    
    
    21,269Other non-interest earning assets
    
    
    308,594
    
    
    
    
    
    
    
    
    
    
    
    294,649Total Assets
    
    $
    4,621,754
    
    
    
    
    
    
    
    
    
    
    
    5,471,457Deposits:Savings
    
    $
    435,517
    
    
    
    604
    
    
    
    0.28
    %
    
    
    446,227
    
    
    
    890
    
    
    
    0.40NOW
    
    
    1,496,450
    
    
    
    4,004
    
    
    
    0.54
    
    
    
    1,103,634
    
    
    
    3,226
    
    
    
    0.59Money market
    
    
    373,664
    
    
    
    1,259
    
    
    
    0.68
    
    
    
    416,947
    
    
    
    1,447
    
    
    
    0.70Certificates of deposit
    
    
    850,615
    
    
    
    7,211
    
    
    
    1.71
    
    
    
    1,278,057
    
    
    
    18,951
    
    
    
    2.99Total deposits
    
    
    3,156,246
    
    
    
    13,078
    
    
    
    0.84
    
    
    
    3,244,865
    
    
    
    24,514
    
    
    
    1.52Short-term borrowed funds
    
    
    36,505
    
    
    
    23
    
    
    
    0.13
    
    
    
    171,319
    
    
    
    208
    
    
    
    0.24Advances from FHLB
    
    
    86,663
    
    
    
    959
    
    
    
    2.23
    
    
    
    763,398
    
    
    
    12,246
    
    
    
    3.23Long-term debt
    
    
    22,252
    
    
    
    459
    
    
    
    4.16
    
    
    
    22,799
    
    
    
    584
    
    
    
    5.17Total interest bearing liabilities
    
    
    3,301,666
    
    
    
    14,519
    
    
    
    0.89
    
    
    
    4,202,381
    
    
    
    37,552
    
    
    
    1.80Demand deposits
    
    
    890,391
    
    
    
    
    
    
    
    
    
    
    
    793,098Non-interest bearing other liabilities
    
    
    54,626
    
    
    
    
    
    
    
    
    
    
    
    62,184Total Liabilities
    
    
    4,246,683
    
    
    
    
    
    
    
    
    
    
    
    5,057,663Stockholders equity
    
    
    375,071
    
    
    
    
    
    
    
    
    
    
    
    413,794Total liabilities and stockholders
equity
    
    $
    4,621,754
    
    
    
    
    
    
    
    
    
    
    
    5,471,457Net interest income/net
interest spread
    
    
    
    
    
    $
    76,467
    
    
    
    3.35
    %
    
    
    
    
    
    $
    81,847
    
    
    
    2.83MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.23
    %
    
    
    
    
    
    
    
    
    
    
    4.63Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.68
    
    
    
    
    
    
    
    
    
    
    
    1.47Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.55
    %
    
    
    
    
    
    
    
    
    
    
    3.16
 32




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Six Months Ended June 30, 2010 Compared to the Same 2009 Period:
  Asset Quality
  For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    169,548
    
    
    
    146,639
    
    
    
    173,588
    
    
    
    125,572Charge-offsResidential real estate
    
    
    (5,233
    )
    
    
    (3,923
    )
    
    
    (9,414
    )
    
    
    (8,511
    )Commercial real estate
    
    
    (14,146
    )
    
    
    (10,530
    )
    
    
    (35,478
    )
    
    
    (16,095
    )Commercial business
    
    
    
    
    
    
    (516
    )
    
    
    
    
    
    
    (516
    )Consumer
    
    
    (11,822
    )
    
    
    (9,118
    )
    
    
    (22,593
    )
    
    
    (19,439
    )Small business
    
    
    (2,225
    )
    
    
    (2,347
    )
    
    
    (3,062
    )
    
    
    (5,118
    )Total Charge-offs
    
    
    (33,426
    )
    
    
    (26,434
    )
    
    
    (70,547
    )
    
    
    (49,679
    )Recoveries of loans
previously charged-off
    
    
    879
    
    
    
    661
    
    
    
    1,926
    
    
    
    1,453Net (charge-offs)
    
    
    (32,547
    )
    
    
    (25,773
    )
    
    
    (68,621
    )
    
    
    (48,226
    )Provision for loan losses
    
    
    43,634
    
    
    
    35,955
    
    
    
    75,668
    
    
    
    79,475Balance, end of period
    
    $
    180,635
    
    
    
    156,821
    
    
    
    180,635
    
    
    
    156,821
     33




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   As ofJune 30, 2010
    
    
    December 31, 2009NONPERFORMING ASSETSTax certificates
    
    $
    2,836
    
    
    
    2,161Commercial real estate
    
    
    230,007
    
    
    
    167,867Consumer
    
    
    13,818
    
    
    
    14,451Small business
    
    
    12,248
    
    
    
    9,338Residential real estate (1)
    
    
    83,894
    
    
    
    76,401Commercial business
    
    
    22,159
    
    
    
    18,063Total nonaccrual assets (2)
    
    $
    364,962
    
    
    
    288,281Residential real estate owned
    
    $
    11,569
    
    
    
    9,607Commercial real estate owned
    
    
    32,504
    
    
    
    25,442Small business real estate owned
    
    
    1,064
    
    
    
    580Consumer real estate owned
    
    
    356
    
    
    
    306Other repossessed assets
    
    
    87
    
    
    
    10Total repossessed assets
    
    
    45,580
    
    
    
    35,945Total nonperforming assets, net
    
    $
    410,542
    
    
    
    324,226AllowancesAllowance for loan losses
    
    $
    180,635
    
    
    
    173,588Allowance for tax certificate losses
    
    
    8,175
    
    
    
    6,781Total allowances
    
    $
    188,810
    
    
    
    180,369POTENTIAL PROBLEM LOANSContractually past due 90 days or more (3)
    
    $
    2,126
    
    
    
    9,960Performing impaired loans (4)
    
    
    42,698
    
    
    
    6,150Troubled debt restructured loans
    
    
    145,739
    
    
    
    107,642TOTAL POTENTIAL PROBLEM LOANS
    
    $
    190,563
    
    
    
    123,752
 
 (1)
    
    Includes $39.2 million and $41.3 million of interest-only residential loans as of
June 30, 2010 and December 31, 2009, respectively.(2)
    
    Includes $60.1 million and $45.7 million of troubled debt restructured loans as of
June 30, 2010 and December 31, 2009, respectively.(3)
    
    The majority of these loans have matured and the borrower continues to make payments
under the matured loan agreement or the loan has sufficient collateral that we believe is
sufficient to prevent a loss.(4)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans.   34




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
       As of June 30, 2010
    
    
    As of December 31, 2009Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    46,243
    
    
    
    120,487
    
    
    
    32,225
    
    
    
    83,768Small business
    
    
    4,400
    
    
    
    9,061
    
    
    
    4,520
    
    
    
    7,325Consumer
    
    
    1,918
    
    
    
    13,078
    
    
    
    1,744
    
    
    
    12,969Residential
    
    
    7,573
    
    
    
    3,113
    
    
    
    7,178
    
    
    
    3,580Total
    
    $
    60,134
    
    
    
    145,739
    
    
    
    45,667
    
    
    
    107,642
 35




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   UnpaidPrincipal
    
    
    Outstanding
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Balance (6)
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (4)
    
    
    Type
    
    
    Full AppraisalResidential Land DevelopersRelationship No. 1 (1)
    
    $
    26,731
    
    
    
    19,200
    
    
    
    3,501
    
    
    
    Q3-2004
    
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land A&D (5)
    
    
    Q4-2009Relationship No. 2 (2)
    
    
    12,500
    
    
    
    10,064
    
    
    
    2,356
    
    
    
    Q3-2006
    
    
    
    Q1-2009
    
    
    
    Q1-2009
    
    
    Land A&D (5)
    
    
    Q1-2010Total
    
    $
    39,231
    
    
    
    29,264
    
    
    
    5,857Commercial Land DevelopersRelationship No. 3
    
    $
    26,210
    
    
    
    26,210
    
    
    
    8,893
    
    
    
    Q2-2006
    
    
    
    Q4-2009
    
    
    
    Q4-2009
    
    
    Land A&D (5)
    
    
    Q1-2010Relationship No. 4 (3)
    
    
    20,389
    
    
    
    20,389
    
    
    
    11,597
    
    
    
    Q4-2003
    
    
    
    Q2-2010
    
    
    
    N/A
    
    
    Commercial Land
    
    
    Q2-2010Relationship No. 5
    
    
    17,777
    
    
    
    17,777
    
    
    
    7,068
    
    
    
    Q3-2006
    
    
    
    Q1-2010
    
    
    
    Q1-2010
    
    
    Commercial mixed-use
    
    
    Q4-2009Relationship No. 6
    
    
    18,421
    
    
    
    18,421
    
    
    
    
    
    
    
    Q2-2007
    
    
    
    Q2-2010
    
    
    
    Q2-2010
    
    
    Commercial Land
    
    
    Q2-2010Relationship No. 7
    
    
    10,778
    
    
    
    10,778
    
    
    
    1,218
    
    
    
    Q3-2007
    
    
    
    Q4-2009
    
    
    
    Q3-2009
    
    
    Commercial Land
    
    
    Q4-2009Total
    
    $
    93,575
    
    
    
    93,575
    
    
    
    28,776Total of Large Relationships
    
    $
    132,806
    
    
    
    122,839
    
    
    
    34,633
 
 (1)
    
    During 2009 and 2010, BankAtlantic recognized partial charge-offs on relationship No. 1
aggregating $6.8 million.(2)
    
    During 2009, BankAtlantic recognized partial charge-offs on relationship No. 2 of $2.3
million.(3)
    
    The loan is currently not in default.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).(6)
    
    Outstanding balance is the Unpaid Principal Balance less write-downs.  Amortizing Purchased Residential LoansAverageOutstanding
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosYear of Origination
    
    Balance
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    46,150
    
    
    
    64.58
    %
    
    
    113.27
    %
    
    
    743
    
    
    
    742
    
    
    $
    4,980
    
    
    
    32.35
    %2006
    
    
    52,236
    
    
    
    70.70
    %
    
    
    120.72
    %
    
    
    734
    
    
    
    722
    
    
    
    4,790
    
    
    
    35.65
    %2005
    
    
    68,193
    
    
    
    73.76
    %
    
    
    118.56
    %
    
    
    726
    
    
    
    715
    
    
    
    10,700
    
    
    
    35.68
    %2004
    
    
    340,993
    
    
    
    67.96
    %
    
    
    80.94
    %
    
    
    736
    
    
    
    729
    
    
    
    19,871
    
    
    
    34.41
    %Prior to 2004
    
    
    163,745
    
    
    
    67.45
    %
    
    
    59.49
    %
    
    
    734
    
    
    
    730
    
    
    
    7,581
    
    
    
    33.91
    %
 Interest Only Purchased Residential LoansAverageOutstanding
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosYear of Origination
    
    Balance
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    88,337
    
    
    
    72.03
    %
    
    
    128.46
    %
    
    
    750
    
    
    
    737
    
    
    $
    16,808
    
    
    
    33.98
    %2006
    
    
    198,595
    
    
    
    73.98
    %
    
    
    124.77
    %
    
    
    741
    
    
    
    738
    
    
    
    28,575
    
    
    
    34.94
    %2005
    
    
    180,317
    
    
    
    69.49
    %
    
    
    112.81
    %
    
    
    741
    
    
    
    749
    
    
    
    7,967
    
    
    
    34.09
    %2004
    
    
    87,247
    
    
    
    70.64
    %
    
    
    96.15
    %
    
    
    744
    
    
    
    716
    
    
    
    5,132
    
    
    
    31.76
    %Prior to 2004
    
    
    85,473
    
    
    
    58.41
    %
    
    
    77.49
    %
    
    
    744
    
    
    
    734
    
    
    
    2,596
    
    
    
    31.59
    %
 36




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Amortizing Purchased Residential LoansAverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    12,209
    
    
    
    67.67
    %
    
    
    119.96
    %
    
    
    731
    
    
    
    735
    
    
    $
    1,025
    
    
    
    33.11
    %California
    
    
    162,499
    
    
    
    68.06
    %
    
    
    85.34
    %
    
    
    739
    
    
    
    738
    
    
    
    12,034
    
    
    
    34.81
    %Florida
    
    
    89,886
    
    
    
    69.60
    %
    
    
    101.42
    %
    
    
    723
    
    
    
    711
    
    
    
    11,772
    
    
    
    35.30
    %Nevada
    
    
    6,076
    
    
    
    70.79
    %
    
    
    116.79
    %
    
    
    738
    
    
    
    734
    
    
    
    351
    
    
    
    36.24
    %Other States
    
    
    400,647
    
    
    
    68.18
    %
    
    
    80.92
    %
    
    
    733
    
    
    
    732
    
    
    
    23,012
    
    
    
    33.72
    %
 Interest Only Purchased Residential LoansAverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    19,840
    
    
    
    70.15
    %
    
    
    144.52
    %
    
    
    752
    
    
    
    740
    
    
    $
    3,135
    
    
    
    32.32
    %California
    
    
    179,186
    
    
    
    70.26
    %
    
    
    106.49
    %
    
    
    742
    
    
    
    734
    
    
    
    22,102
    
    
    
    33.82
    %Florida
    
    
    43,327
    
    
    
    67.96
    %
    
    
    134.75
    %
    
    
    747
    
    
    
    735
    
    
    
    9,731
    
    
    
    31.91
    %Nevada
    
    
    8,598
    
    
    
    72.21
    %
    
    
    187.82
    %
    
    
    745
    
    
    
    736
    
    
    
    4,269
    
    
    
    34.97
    %Other States
    
    
    389,018
    
    
    
    69.99
    %
    
    
    108.26
    %
    
    
    742
    
    
    
    742
    
    
    
    21,841
    
    
    
    33.95
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of the
first quarter of 2010 from automated valuation models.(2)
    
    Current FICO scores based on borrowers for which FICO scores were available as of the third
quarter of 2009.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service.  June 30, 2010
    
    
    December 31, 2009ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto total
    
    
    by
    
    
    
    
    
    
    to total
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to total
    
    
    by
    
    
    in each
    
    
    to totalcategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    9,412
    
    
    
    7.27
    %
    
    
    3.67
    %
    
    
    4,515
    
    
    
    2.89
    %
    
    
    4.10
    %Commercial real estate
    
    
    98,544
    
    
    
    9.42
    
    
    
    29.67
    
    
    
    91,658
    
    
    
    8.21
    
    
    
    29.24Small business
    
    
    8,993
    
    
    
    2.91
    
    
    
    8.76
    
    
    
    7,998
    
    
    
    2.55
    
    
    
    8.20Residential real estate
    
    
    22,628
    
    
    
    1.62
    
    
    
    39.60
    
    
    
    27,000
    
    
    
    1.74
    
    
    
    40.60Consumer
    
    
    41,058
    
    
    
    6.37
    
    
    
    18.30
    
    
    
    42,417
    
    
    
    6.22
    
    
    
    17.86Total allowance for
loan losses
    
    $
    180,635
    
    
    
    5.09
    
    
    
    100.00
    
    
    
    173,588
    
    
    
    4.41
    
    
    
    100.00
 37




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  June 30,
    
    
    December 31,2010
    
    
    2009Commercial real estate
    
    $
    70,007
    
    
    
    42,523Commercial business
    
    
    8,412
    
    
    
    174Small business
    
    
    3,061
    
    
    
    753Consumer
    
    
    2,308
    
    
    
    4,621Residential
    
    
    10,085
    
    
    
    8,784Total
    
    $
    93,873
    
    
    
    56,855
  BankAtlantics Non-Interest Income
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,(in thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeService charges on deposits
    
    $
    15,502
    
    
    
    19,347
    
    
    
    (3,845
    )
    
    
    30,550
    
    
    
    38,032
    
    
    
    (7,482
    )Other service charges and fees
    
    
    7,739
    
    
    
    8,059
    
    
    
    (320
    )
    
    
    15,117
    
    
    
    15,084
    
    
    
    33Securities activities, net
    
    
    309
    
    
    
    2,067
    
    
    
    (1,758
    )
    
    
    3,441
    
    
    
    6,387
    
    
    
    (2,946
    )Income from unconsolidated companies
    
    
    
    
    
    
    103
    
    
    
    (103
    )
    
    
    
    
    
    
    181
    
    
    
    (181
    )Other
    
    
    2,721
    
    
    
    3,200
    
    
    
    (479
    )
    
    
    5,420
    
    
    
    5,957
    
    
    
    (537
    )Non-interest income
    
    $
    26,271
    
    
    
    32,776
    
    
    
    (6,505
    )
    
    
    54,528
    
    
    
    65,641
    
    
    
    (11,113
    )
    38




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    BankAtlantics Non-Interest Expense
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeEmployee compensation and benefits
    
    $
    24,254
    
    
    
    24,985
    
    
    
    (731
    )
    
    
    48,628
    
    
    
    53,063
    
    
    
    (4,435
    )Occupancy and equipment
    
    
    13,745
    
    
    
    14,842
    
    
    
    (1,097
    )
    
    
    27,326
    
    
    
    29,752
    
    
    
    (2,426
    )Advertising and business promotion
    
    
    2,121
    
    
    
    1,846
    
    
    
    275
    
    
    
    4,055
    
    
    
    4,627
    
    
    
    (572
    )Professional fees
    
    
    4,220
    
    
    
    2,336
    
    
    
    1,884
    
    
    
    6,785
    
    
    
    5,280
    
    
    
    1,505Check losses
    
    
    521
    
    
    
    991
    
    
    
    (470
    )
    
    
    953
    
    
    
    1,835
    
    
    
    (882
    )Supplies and postage
    
    
    895
    
    
    
    991
    
    
    
    (96
    )
    
    
    1,860
    
    
    
    1,991
    
    
    
    (131
    )Telecommunication
    
    
    655
    
    
    
    580
    
    
    
    75
    
    
    
    1,184
    
    
    
    1,274
    
    
    
    (90
    )Cost associated with debt redemption
    
    
    53
    
    
    
    1,441
    
    
    
    (1,388
    )
    
    
    60
    
    
    
    2,032
    
    
    
    (1,972
    )Provision for tax certificates
    
    
    2,134
    
    
    
    1,414
    
    
    
    720
    
    
    
    2,867
    
    
    
    2,900
    
    
    
    (33
    )Restructuring charges and exit
activities
    
    
    1,726
    
    
    
    1,406
    
    
    
    320
    
    
    
    1,726
    
    
    
    3,280
    
    
    
    (1,554
    )Impairment of real estate owned
    
    
    521
    
    
    
    411
    
    
    
    110
    
    
    
    664
    
    
    
    623
    
    
    
    41Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    (9,124
    )FDIC special assessment
    
    
    
    
    
    
    2,428
    
    
    
    (2,428
    )
    
    
    
    
    
    
    2,428
    
    
    
    (2,428
    )Other
    
    
    8,670
    
    
    
    7,406
    
    
    
    1,264
    
    
    
    16,128
    
    
    
    14,571
    
    
    
    1,557Total non-interest expense
    
    $
    59,515
    
    
    
    61,077
    
    
    
    (1,562
    )
    
    
    112,236
    
    
    
    132,780
    
    
    
    (20,544
    )
     39




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
            40




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Parent Company Results of Operations
 For the Three Months
    
    
    For the Six Months(in thousands)
    
    Ended June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeNet interest expense
    
    $
    (3,579
    )
    
    
    (3,807
    )
    
    
    228
    
    
    
    (7,064
    )
    
    
    (7,828
    )
    
    
    764Provision for loan losses
    
    
    (4,919
    )
    
    
    (7,539
    )
    
    
    2,620
    
    
    
    (3,640
    )
    
    
    (8,296
    )
    
    
    4,756Net interest expense
after provision
for loan losses
    
    
    (8,498
    )
    
    
    (11,346
    )
    
    
    2,848
    
    
    
    (10,704
    )
    
    
    (16,124
    )
    
    
    5,420Non-interest income
    
    
    511
    
    
    
    (973
    )
    
    
    1,484
    
    
    
    969
    
    
    
    (513
    )
    
    
    1,482Non-interest expense
    
    
    3,393
    
    
    
    1,859
    
    
    
    1,534
    
    
    
    5,037
    
    
    
    3,563
    
    
    
    1,474Parent company loss
    
    $
    (11,380
    )
    
    
    (14,178
    )
    
    
    2,798
    
    
    
    (14,772
    )
    
    
    (20,200
    )
    
    
    5,428
     41




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  June 30,
    
    
    December 31,2010
    
    
    2009Nonaccrual loans:Commercial residential real estate:Builder land bank loans
    
    $
    5,977
    
    
    
    14,060Land acquisition and development
    
    
    4,633
    
    
    
    10,376Land acquisition, development and
construction
    
    
    8,225
    
    
    
    14,903Total commercial residential real estate
    
    
    18,835
    
    
    
    39,339Commercial non-residential real estate
    
    
    5,523
    
    
    
    5,558Total non-accrual loans
    
    
    24,358
    
    
    
    44,897Allowance for loan losses  specific reserves
    
    
    (7,227
    )
    
    
    (13,630
    )Non-accrual loans, net
    
    
    17,131
    
    
    
    31,267Performing commercial non-residential loans
    
    
    2,961
    
    
    
    3,116Loans receivable, net
    
    $
    20,092
    
    
    
    34,383Real estate owned
    
    $
    9,832
    
    
    
    10,532
   UnpaidPrincipal
    
    
    Outstanding
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Balance (5)
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (3)
    
    
    Type (4)
    
    
    Full AppraisalCommercial BusinessRelationship No. 1
    
    $
    5,523
    
    
    
    5,523
    
    
    
    265
    
    
    
    Q4-2005
    
    
    
    Q4-2007
    
    
    
    Q4-2007
    
    
    Commercial Land
    
    
    Q4-2009Residential Land DevelopersRelationship No. 2 (1)
    
    
    19,881
    
    
    
    5,977
    
    
    
    627
    
    
    
    Q1-2005
    
    
    
    Q4-2007
    
    
    
    Q1-2008
    
    
    Builder Land
    
    
    Q3-2009Relationship No. 3 (2)
    
    
    7,796
    
    
    
    3,845
    
    
    
    2,876
    
    
    
    Q4-2003
    
    
    
    Q4-2007
    
    
    
    Q3-2007
    
    
    Land AD&C
    
    
    Q3-2009Total Residential Land
Developers
    
    
    27,677
    
    
    
    9,822
    
    
    
    3,503Total
    
    $
    33,200
    
    
    
    15,345
    
    
    
    3,768
 
 (1)
    
    During 2008, 2009 and 2010, the Company recognized partial charge-offs on relationship No.
2 aggregating $13.9 million.(2)
    
    During 2008 and 2010, the Company recognized partial charge-offs on relationship No. 3
aggregating $4.0 million.(3)
    
    The default date is defined as the date of the initial missed payment prior to default.(4)
    
    Acquisition and development (A&D).(5)
    
    Outstanding balance is the Unpaid Principal Balance less write-downs. 42




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    8,049
    
    
    
    11,758
    
    
    
    13,630
    
    
    
    11,685Loans charged-off
    
    
    (5,741
    )
    
    
    (3,898
    )
    
    
    (10,043
    )
    
    
    (4,582
    )Recoveries of loans
previously charged-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (5,741
    )
    
    
    (3,898
    )
    
    
    (10,043
    )
    
    
    (4,582
    )Provision for loan losses
    
    
    4,919
    
    
    
    7,539
    
    
    
    3,640
    
    
    
    8,296Balance, end of period
    
    $
    7,227
    
    
    
    15,399
    
    
    
    7,227
    
    
    
    15,399
   BankAtlantic Bancorp, Inc. Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents primarily reflecting $191.2 million of higher
interest bearing cash balances at the Federal Reserve Bank associated with daily cash
management activities;
    
    Increase in interest-bearing deposits at other financial institutions associated with
the investment of excess cash as yields on certificates of deposit at federally insured
financial institutions were higher than alternative short term investment yields;
    
    Decrease in securities available for sale reflecting the sale of $43.8 million of
mortgage-backed securities as well as repayments partially offset by a $50 million
purchase of federal agency debt securities;
    
    Increase in derivatives associated with a foreign currency derivative position
executed during the second quarter of 2010 as an economic hedge of foreign currency used
in our ATM cruise ship operations;
    
    Increase in tax certificate balances primarily relating to
the purchase of $62.6
million of tax certificates during the second quarter of 2010;
    
    Decrease in loans receivable balances associated with $80.6 million of charge-offs,
$19.3 million of loans transferred to REO, $45.8 million from the sale of loans and
repayments of loans in the normal course of business combined with a significant decline
in loan originations and purchases;
    
    Decrease in accrued interest receivable primarily resulting from tax certificate
activities and lower loan balances;
    
    Decrease in real estate held for development and sale reflecting the sale of a $6.5
million property acquired in connection with a financial institution acquisition during
2002;
    
    Increase in real estate owned and other repossessed assets associated with
residential and commercial loan foreclosures;
 43




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
    
    Decrease in investments in unconsolidated companies associated with the consolidation
of our factoring joint venture; and
    
    Decrease in office properties and equipment resulting from depreciation; and
    
    Decline in other assets reflecting a $31 million income tax refund associated with a
net operating loss carry-back.
  
    
    Decrease in interest bearing deposit account balances associated with a $210.6 million
decline in certificate of deposit balances partially offset by higher interest-bearing
checking and savings account balances;
    
    Increase in non-interest-bearing deposit balances primarily due to increased customer
balances in checking accounts;
    
    Lower FHLB advances due to repayments using proceeds from the sales of securities and
loan repayments and increases in deposit account balances;
    
    Decrease in bonds payable associated with the repayment of the $0.7 million
mortgage-backed bond;
    
    Increase in other liabilities associated with $30.0 million of securities purchased
pending settlement; and
    
    Increase in junior subordinated debentures due to interest deferrals.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
   44




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BankAtlantic Bancorp, Inc. and Subsidiaries
       45




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BankAtlantic Bancorp, Inc. and Subsidiaries
    As of June 30, 2010Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    8,395
    
    
    
    
    
    
    
    
    
    
    
    8,395Securities available for sale
    
    
    10
    
    
    
    
    
    
    
    2
    
    
    
    8Private investment securities
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500Total
    
    $
    9,905
    
    
    
    
    
    
    
    2
    
    
    
    9,903
  BankAtlantic Liquidity and Capital Resources
  46




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BankAtlantic Bancorp, Inc. and Subsidiaries
       47




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BankAtlantic Bancorp, Inc. and Subsidiaries
  Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt June 30, 2010:Total risk-based capital
    
    $
    399,064
    
    
    
    12.86
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    337,567
    
    
    
    10.87
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    337,567
    
    
    
    7.36
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    337,567
    
    
    
    7.36
    
    
    
    4.00
    
    
    
    5.00At December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    357,660
    
    
    
    10.63
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    4.00
    
    
    
    5.00
    48




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BankAtlantic Bancorp, Inc. and Subsidiaries
  Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    749,948
    
    
    
    568,095
    
    
    
    157,483
    
    
    
    21,679
    
    
    
    2,691Long-term debt
    
    
    337,160
    
    
    
    
    
    
    
    22,000
    
    
    
    20,965
    
    
    
    294,195Advances from FHLB (1)
    
    
    115,000
    
    
    
    115,000
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    25,902
    
    
    
    1,085
    
    
    
    3,209
    
    
    
    2,171
    
    
    
    19,437Operating lease obligations held for use
    
    
    63,743
    
    
    
    7,062
    
    
    
    16,549
    
    
    
    6,491
    
    
    
    33,641Pension obligation
    
    
    17,884
    
    
    
    1,473
    
    
    
    3,040
    
    
    
    3,342
    
    
    
    10,029Other obligations
    
    
    13,006
    
    
    
    206
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    1,322,643
    
    
    
    692,921
    
    
    
    207,081
    
    
    
    61,048
    
    
    
    361,593
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
   
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  49




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BankAtlantic Bancorp, Inc. and Subsidiaries
 
 PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors.
  
 Item 6. Exhibits
 Exhibit 31.1
    
    Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2
    
    Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 32.1
    
    Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002Exhibit 32.2
    
    Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 50




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BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.August 16, 2010Date
    By:
    /s/ Alan B. LevanAlan B. LevanChief Executive Officer/
Chairman/President August 16, 2010Date
    By:
    /s/ Valerie C. ToalsonValerie C. ToalsonExecutive Vice President,
Chief Financial Officer 51