##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-5000    Not Applicable
 þ o
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 o þ
  Outstanding atTitle of Each Class
    
    
    November 3, 2009Class A Common Stock, par value $0.01 per share
    
    
    
    48,264,842Class B Common Stock, par value $0.01 per share
    
    
    
    975,225




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##### 



TABLE OF CONTENTS
 Reference
    
    PagePart I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3-24Consolidated Statements of Financial Condition  September 30, 2009
and December 31, 2008 - Unaudited
    
    
    3Consolidated Statements of Operations  For the Three Months and Nine
Ended September 30, 2009 and 2008 - Unaudited
    
    
    4Consolidated Statements of Stockholders Equity and Comprehensive Income 
For the Nine Months Ended September 30, 2009 and 2008 - Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Nine Months Ended
September 30, 2009 and 2008 - Unaudited
    
    
    6Notes to Consolidated Financial Statements  Unaudited
    
    
    7-24Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25-44Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    45Item 4. Controls and Procedures
    
    
    45Part II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    46Item 1A. Risk Factors
    
    
    47Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    47Item 6. Exhibits
    
    
    48Signatures
    
    
    48EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 September 30,
    
    
    December 31,(In thousands, except share data)
    
    2009
    
    
    2008ASSETSCash and cash equivalents
    
    $
    207,921
    
    
    
    158,957Securities available for sale (at fair value)
    
    
    355,511
    
    
    
    701,845Investment securities at cost or amortized cost (approximate
fair value: $3,768 and $2,503)
    
    
    2,036
    
    
    
    2,036Tax certificates, net of allowance of $6,881 and $6,064
    
    
    138,401
    
    
    
    213,534Federal Home Loan Bank (FHLB) stock, at cost
which approximates fair value
    
    
    48,751
    
    
    
    54,607Residential loans held for sale
    
    
    5,038
    
    
    
    3,461Loans receivable, net of allowance for loan losses of
$184,662 and $137,257
    
    
    3,840,799
    
    
    
    4,323,190Accrued interest receivable
    
    
    33,215
    
    
    
    41,817Real estate held for development and sale
    
    
    17,218
    
    
    
    18,383Real estate owned
    
    
    37,075
    
    
    
    19,045Investments in unconsolidated subsidiaries
    
    
    11,022
    
    
    
    10,552Office properties and equipment, net
    
    
    205,248
    
    
    
    216,978Goodwill and other intangibles
    
    
    16,139
    
    
    
    26,244Other assets
    
    
    22,815
    
    
    
    23,908Total assets
    
    $
    4,941,189
    
    
    
    5,814,557LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    3,149,730
    
    
    
    3,178,105Non-interest bearing deposits
    
    
    809,749
    
    
    
    741,691Total deposits
    
    
    3,959,479
    
    
    
    3,919,796Advances from FHLB
    
    
    342,016
    
    
    
    967,028Securities sold under agreement to repurchase
    
    
    33,437
    
    
    
    46,084Federal funds purchased and other short term borrowings
    
    
    2,759
    
    
    
    238,339Subordinated debentures and mortgage-backed bonds
    
    
    22,738
    
    
    
    22,864Junior subordinated debentures
    
    
    304,944
    
    
    
    294,195Other liabilities
    
    
    86,374
    
    
    
    82,283Total liabilities
    
    
    4,751,747
    
    
    
    5,570,589Commitments and contingencies (See Note 10)Stockholders equity:Class A common stock, issued and outstanding
48,245,042 and 10,258,057 shares
    
    
    483
    
    
    
    103Class B common stock, issued and outstanding
975,225 and 975,225 shares
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    295,755
    
    
    
    218,974Accumulated (deficit) retained earnings
    
    
    (100,970
    )
    
    
    32,667Total stockholders equity before accumulated
other comprehensive loss
    
    
    195,278
    
    
    
    251,754Accumulated other comprehensive loss
    
    
    (5,836
    )
    
    
    (7,786
    )Total stockholders equity
    
    
    189,442
    
    
    
    243,968Total liabilities and stockholders equity
    
    $
    4,941,189
    
    
    
    5,814,557
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(In thousands, except share and per share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income:Interest and fees on loans
    
    $
    45,028
    
    
    
    60,843
    
    
    
    142,453
    
    
    
    190,562Interest and dividends on securities
    
    
    4,927
    
    
    
    11,448
    
    
    
    20,038
    
    
    
    35,457Interest on tax certificates
    
    
    3,793
    
    
    
    8,893
    
    
    
    11,046
    
    
    
    17,384Total interest income
    
    
    53,748
    
    
    
    81,184
    
    
    
    173,537
    
    
    
    243,403Interest expense:Interest on deposits
    
    
    9,420
    
    
    
    15,552
    
    
    
    33,934
    
    
    
    48,653Interest on advances from FHLB
    
    
    2,494
    
    
    
    13,401
    
    
    
    14,740
    
    
    
    40,780Interest on short term borrowings
    
    
    9
    
    
    
    330
    
    
    
    200
    
    
    
    2,334Interest on debentures and bonds payable
    
    
    3,973
    
    
    
    5,484
    
    
    
    12,791
    
    
    
    16,987Total interest expense
    
    
    15,896
    
    
    
    34,767
    
    
    
    61,665
    
    
    
    108,754Net interest income
    
    
    37,852
    
    
    
    46,417
    
    
    
    111,872
    
    
    
    134,649Provision for loan losses
    
    
    63,586
    
    
    
    31,214
    
    
    
    151,357
    
    
    
    121,349Net interest (loss) income after
provision for loan losses
    
    
    (25,734
    )
    
    
    15,203
    
    
    
    (39,485
    )
    
    
    13,300Non-interest income:Service charges on deposits
    
    
    19,767
    
    
    
    23,924
    
    
    
    57,799
    
    
    
    72,404Other service charges and fees
    
    
    7,355
    
    
    
    7,309
    
    
    
    22,439
    
    
    
    21,863Securities activities, net
    
    
    4,774
    
    
    
    1,132
    
    
    
    9,906
    
    
    
    5,359Other
    
    
    3,711
    
    
    
    2,831
    
    
    
    10,094
    
    
    
    10,085Total non-interest income
    
    
    35,607
    
    
    
    35,196
    
    
    
    100,238
    
    
    
    109,711Non-interest expense:Employee compensation and benefits
    
    
    24,876
    
    
    
    31,679
    
    
    
    79,617
    
    
    
    100,015Occupancy and equipment
    
    
    14,553
    
    
    
    15,996
    
    
    
    44,306
    
    
    
    48,554Advertising and business promotion
    
    
    1,549
    
    
    
    3,430
    
    
    
    6,360
    
    
    
    11,987Check losses
    
    
    1,146
    
    
    
    2,094
    
    
    
    2,981
    
    
    
    6,913Professional fees
    
    
    3,470
    
    
    
    3,160
    
    
    
    9,491
    
    
    
    8,139Supplies and postage
    
    
    1,035
    
    
    
    1,080
    
    
    
    3,038
    
    
    
    3,368Telecommunication
    
    
    353
    
    
    
    753
    
    
    
    1,637
    
    
    
    3,586Cost associated with debt redemption
    
    
    5,431
    
    
    
    
    
    
    
    7,463
    
    
    
    2Provision for tax certificates losses
    
    
    (198
    )
    
    
    2,839
    
    
    
    2,702
    
    
    
    3,646Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    Impairment of real estate held for sale
    
    
    1,131
    
    
    
    
    
    
    
    1,165
    
    
    
    1,746Impairment of real estate owned
    
    
    137
    
    
    
    1,002
    
    
    
    760
    
    
    
    1,242Restructuring charges and exit activities
    
    
    461
    
    
    
    (480
    )
    
    
    3,708
    
    
    
    3,421FDIC special assessment
    
    
    
    
    
    
    
    
    
    
    2,428
    
    
    
    Other
    
    
    8,014
    
    
    
    7,097
    
    
    
    23,026
    
    
    
    19,803Total non-interest expense
    
    
    61,958
    
    
    
    68,650
    
    
    
    197,806
    
    
    
    212,422Loss from continuing operations
before income taxes
    
    
    (52,085
    )
    
    
    (18,251
    )
    
    
    (137,053
    )
    
    
    (89,411
    )Provision (benefit) for income taxes
    
    
    3
    
    
    
    (7,269
    )
    
    
    3
    
    
    
    (34,502
    )Loss from continuing operations
    
    
    (52,088
    )
    
    
    (10,982
    )
    
    
    (137,056
    )
    
    
    (54,909
    )Discontinued operations (less applicable
income tax provision of $0, $2,649, $0
and $3,252)
    
    
    (500
    )
    
    
    4,919
    
    
    
    3,701
    
    
    
    6,040Net loss
    
    $
    (52,588
    )
    
    
    (6,063
    )
    
    
    (133,355
    )
    
    
    (48,869
    )Basic loss per shareContinuing operations
    
    $
    (3.45
    )
    
    
    (0.73
    )
    
    
    (9.08
    )
    
    
    (3.64
    )Discontinued operations
    
    
    (0.03
    )
    
    
    0.33
    
    
    
    0.24
    
    
    
    0.40Basic loss per share
    
    $
    (3.48
    )
    
    
    (0.40
    )
    
    
    (8.84
    )
    
    
    (3.24
    )Diluted loss per shareContinuing operations
    
    $
    (3.45
    )
    
    
    (0.73
    )
    
    
    (9.08
    )
    
    
    (3.64
    )Discontinued operations
    
    
    (0.03
    )
    
    
    0.33
    
    
    
    0.24
    
    
    
    0.40Diluted loss per share
    
    $
    (3.48
    )
    
    
    (0.40
    )
    
    
    (8.84
    )
    
    
    (3.24
    )Basic weighted average number of
common shares outstanding
    
    
    15,096,420
    
    
    
    15,082,493
    
    
    
    15,093,164
    
    
    
    15,076,980Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    15,096,420
    
    
    
    15,082,493
    
    
    
    15,093,164
    
    
    
    15,076,980
  4




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 For the Nine Months Ended September 30, 2008 and 2009-Unaudited
 AccumulatedOtherCompre-
    
    
    
    
    
    
    Additional
    
    
    Retained
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Earnings
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    TotalBALANCE, DECEMBER 31, 2007
    

    $
    
    
    
    
    113
    
    
    
    217,140
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321Net loss
    
    
    (48,869
    )
    
    
    
    
    
    
    
    
    
    
    (48,869
    )
    
    
    
    
    
    
    (48,869
    )Net unrealized losses on securities available for
sale
    
    
    (11,476
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,476
    )
    
    
    (11,476
    )Comprehensive loss
    
    $
    (60,345
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (771
    )
    
    
    
    
    
    
    (771
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )Issuance of Class A common stock upon exercise of stock options
    
    
    
    
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    103Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    (42
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,041
    
    
    
    
    
    
    
    
    
    
    
    2,041BALANCE, SEPTEMBER 30, 2008
    

    $
    
    
    
    
    113
    
    
    
    219,242
    
    
    
    186,436
    
    
    
    (5,558
    )
    
    
    400,233BALANCE, DECEMBER 31, 2008
    

    $
    
    
    
    
    113
    
    
    
    218,974
    
    
    
    32,667
    
    
    
    (7,786
    )
    
    
    243,968Net loss
    
    
    (133,355
    )
    
    
    
    
    
    
    
    
    
    
    (133,355
    )
    
    
    
    
    
    
    (133,355
    )Net unrealized gains on securities available for sale
    
    
    1,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,950
    
    
    
    1,950Comprehensive loss
    
    $
    (131,405
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Issuance of Class A common stock
    
    
    
    
    
    
    380
    
    
    
    74,885
    
    
    
    
    
    
    
    
    
    
    
    75,265Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,896
    
    
    
    
    
    
    
    
    
    
    
    1,896BALANCE, SEPTEMBER 30, 2009
    

    $
    
    
    
    
    493
    
    
    
    295,755
    
    
    
    (100,970
    )
    
    
    (5,836
    )
    
    
    189,442
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Nine MonthsEnded September 30,(In thousands)
    
    2009
    
    
    2008Net cash provided by operating activities
    
    $
    60,276
    
    
    $
    63,098Investing activities:Proceeds from redemption of investment securities
    
    
    
    
    
    
    14,365Proceeds from redemption of tax certificates
    
    
    135,527
    
    
    
    252,946Purchase of tax certificates
    
    
    (63,730
    )
    
    
    (363,013
    )Purchase of securities available for sale
    
    
    (50,947
    )
    
    
    (254,263
    )Proceeds from sales of securities available for sale
    
    
    303,821
    
    
    
    356,199Proceeds from maturities of securities available for sale
    
    
    113,743
    
    
    
    121,040Purchases of FHLB stock
    
    
    (2,295
    )
    
    
    (45,810
    )Redemption of FHLB stock
    
    
    8,151
    
    
    
    42,661Investments in unconsolidated subsidiaries
    
    
    (766
    )
    
    
    Distributions from unconsolidated subsidiaries
    
    
    296
    
    
    
    2,165Net decrease (increase) in loans
    
    
    305,467
    
    
    
    (16,552
    )Proceeds from the sale of loans receivable
    
    
    5,427
    
    
    
    10,100Improvements to real estate owned
    
    
    (1,018
    )
    
    
    (19
    )Proceeds from sales of real estate owned
    
    
    3,715
    
    
    
    2,533Net additions to office properties and equipment
    
    
    (2,544
    )
    
    
    (6,652
    )Net cash outflows from the sale of Central Florida stores
    
    
    
    
    
    
    (4,491
    )Net cash provided by investing activities
    
    
    754,847
    
    
    
    111,209Financing activities:Net increase (decrease) in deposits
    
    
    39,683
    
    
    
    (60,696
    )Prepayment of FHLB advances
    
    
    (1,159,463
    )
    
    
    Net proceeds from FHLB advances
    
    
    527,000
    
    
    
    71,000Decrease in securities sold under agreements
to repurchase
    
    
    (12,647
    )
    
    
    (11,915
    )Decrease in federal funds purchased
    
    
    (235,580
    )
    
    
    (58,975
    )Repayment of notes and bonds payable
    
    
    (135
    )
    
    
    (613
    )Proceeds from issuance of Class A common stock
    
    
    75,265
    
    
    
    103Common stock dividends
    
    
    (282
    )
    
    
    (845
    )Net cash used in financing activities
    
    
    (766,159
    )
    
    
    (61,941
    )Increase in cash and cash equivalents
    
    
    48,964
    
    
    
    112,366Cash and cash equivalents at the beginning of period
    
    
    158,957
    
    
    
    124,574Cash and cash equivalents at end of period
    
    $
    207,921
    
    
    $
    236,940
  6




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 1. Presentation of Interim Financial Statements
      Liquidity -
 Regulatory Capital
 7




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 2. Fair Value Measurement
           As of September 30, 2009
    
    Carrying
    
    
    Fair ValueDescription
    
    Amount
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed
securities
    
    $
    230,737
    
    
    
    
    
    
    
    230,737
    
    
    
    REMICS (1)
    
    
    123,561
    
    
    
    
    
    
    
    123,561
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    963
    
    
    
    799
    
    
    
    
    
    
    
    164Total
    
    $
    355,511
    
    
    
    799
    
    
    
    354,298
    
    
    
    414
 8




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 As of December 31, 2008
    
    Carrying
    
    
    Fair ValueDescription
    
    Amount
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed
securities
    
    $
    532,873
    
    
    
    
    
    
    
    532,873
    
    
    
    REMICS (1)
    
    
    166,351
    
    
    
    
    
    
    
    166,351
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    2,371
    
    
    
    783
    
    
    
    
    
    
    
    1,588Total
    
    $
    701,845
    
    
    
    783
    
    
    
    699,224
    
    
    
    1,838
 
 (1)
    
    BankAtlantic invests in real estate mortgage investment conduits (REMICs) that are
guaranteed by the U.S government or its agencies.   EquityBonds
    
    
    Securities
    
    
    TotalFor the Three Months Ended September 30, 2009:Beginning Balance
    
    $
    250
    
    
    
    210
    
    
    
    460Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    
    
    
    
    (46
    )
    
    
    (46
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    164
    
    
    
    414
 EquityBonds
    
    
    Securities
    
    
    TotalFor the Nine Months Ended September 30, 2009:Beginning Balance
    
    $
    250
    
    
    
    1,588
    
    
    
    1,838Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive income
    
    
    
    
    
    
    (46
    )
    
    
    (46
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    164
    
    
    
    414
  9




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Stifel
    
    
    EquityBonds
    
    
    Warrants
    
    
    Securities
    
    
    TotalFor the Three Months Ended September 30, 2008:Beginning Balance
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111Total gains and losses (realized/unrealized)Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    1,108
    
    
    
    
    
    
    
    1,108Included in other comprehensive
Income
    
    
    
    
    
    
    
    
    
    
    320
    
    
    
    320Purchases, issuances, and settlements
    
    
    (200
    )
    
    
    (14,365
    )
    
    
    
    
    
    
    (14,565
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    282
    
    
    
    
    
    
    
    3,692
    
    
    
    3,974
 Stifel
    
    
    EquityBonds
    
    
    Warrants
    
    
    Securities
    
    
    TotalFor the Nine Months Ended September 30, 2008:Beginning Balance
    
    $
    681
    
    
    
    10,661
    
    
    
    5,133
    
    
    
    16,475Total gains and losses (realized/unrealized)Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    3,704
    
    
    
    
    
    
    
    3,704Included in other comprehensive
Income
    
    
    1
    
    
    
    
    
    
    
    (1,441
    )
    
    
    (1,440
    )Purchases, issuances, and settlements
    
    
    (400
    )
    
    
    (14,365
    )
    
    
    
    
    
    
    (14,765
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    282
    
    
    
    
    
    
    
    3,692
    
    
    
    3,974
    10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Carrying
    
    
    Fair Value
    
    
    TotalDescription
    
    Amount
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the
fair value of the collateral
    
    $
    219,173
    
    
    
    
    
    
    
    
    
    
    
    219,173
    
    
    
    78,710Impaired real estate owned
    
    
    4,373
    
    
    
    
    
    
    
    
    
    
    
    4,373
    
    
    
    760Impaired real estate held for
sale
    
    
    11,330
    
    
    
    
    
    
    
    
    
    
    
    11,330
    
    
    
    1,164Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124Total
    
    $
    234,876
    
    
    
    
    
    
    
    
    
    
    
    234,876
    
    
    
    89,758
  Loans Measured For Impairment
  Impaired Real Estate Owned and Real Estate Held for Sale
  Impaired Goodwill
  11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Financial Disclosures about Fair Value of Financial Instruments
 September 30, 2009
    
    December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    Fair(In Thousands)
    
    Amount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    207,921
    
    
    
    207,921
    
    
    
    158,957
    
    
    
    158,957Securities available for sale
    
    
    355,511
    
    
    
    355,511
    
    
    
    701,845
    
    
    
    701,845Investment securities
    
    
    2,036
    
    
    
    3,768
    
    
    
    2,036
    
    
    
    2,503Tax certificates
    
    
    138,401
    
    
    
    138,876
    
    
    
    213,534
    
    
    
    224,434Federal Home Loan Bank stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    54,607
    
    
    
    54,607Loans receivable including
loans
held for sale, net
    
    
    3,845,837
    
    
    
    3,490,972
    
    
    
    4,326,651
    
    
    
    3,959,563Financial liabilities:Deposits
    
    $
    3,959,479
    
    
    
    3,954,309
    
    
    
    3,919,796
    
    
    
    3,919,810Short term borrowings
    
    
    36,196
    
    
    
    36,196
    
    
    
    284,423
    
    
    
    284,474Advances from FHLB
    
    
    342,016
    
    
    
    344,221
    
    
    
    967,028
    
    
    
    983,119Subordinated debentures
and notes payable
    
    
    22,738
    
    
    
    19,747
    
    
    
    22,864
    
    
    
    21,550Junior subordinated debentures
    
    
    304,944
    
    
    
    115,879
    
    
    
    294,195
    
    
    
    142,086
        12




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    Concentration of Credit Risk
   13




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 3.
    
    Securities Available for SaleThe following tables summarize securities available for sale (in thousands):
 September 30, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    221,075
    
    
    
    9,662
    
    
    
    
    
    
    
    230,737Real estate mortgage investment
conduits (1)
    
    
    119,363
    
    
    
    4,198
    
    
    
    
    
    
    
    123,561Total mortgage-backed securities
    
    
    340,438
    
    
    
    13,860
    
    
    
    
    
    
    
    354,298Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    969
    
    
    
    42
    
    
    
    48
    
    
    
    963Total investment securities
    
    
    1,219
    
    
    
    42
    
    
    
    48
    
    
    
    1,213Total
    
    $
    341,657
    
    
    
    13,902
    
    
    
    48
    
    
    
    355,511
 December 31, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    521,895
    
    
    
    11,017
    
    
    
    39
    
    
    
    532,873Real estate mortgage investment
conduits (1)
    
    
    165,449
    
    
    
    1,846
    
    
    
    944
    
    
    
    166,351Total mortgage-backed securities
    
    
    687,344
    
    
    
    12,863
    
    
    
    983
    
    
    
    699,224Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    2,347
    
    
    
    24
    
    
    
    
    
    
    
    2,371Total investment securities
    
    
    2,597
    
    
    
    24
    
    
    
    
    
    
    
    2,621Total
    
    $
    689,941
    
    
    
    12,887
    
    
    
    983
    
    
    
    701,845
 
 (1)
    
    Real estate mortgage investment conduits are pass-through entities that hold
residential loans and investors are issued ownership interests in the entities in the form of a
bond. The securities were issued by government agencies.  As of December 31, 2008Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesMortgage-backed securities
    
    $
    4,736
    
    
    
    (39
    )
    
    
    
    
    
    
    
    
    
    
    4,736
    
    
    
    (39
    )Real estate mortgage
investment conduits
    
    
    
    
    
    
    
    
    
    
    27,426
    
    
    
    (944
    )
    
    
    27,426
    
    
    
    (944
    )Total available for sale
securities:
    
    $
    4,736
    
    
    
    (39
    )
    
    
    27,426
    
    
    
    (944
    )
    
    
    32,162
    
    
    
    (983
    )
  14




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairSeptember 30, 2009 (1) (2)
    
    Cost
    
    
    ValueDue within one year
    
    $
    254
    
    
    
    254Due after one year, but within five years
    
    
    32
    
    
    
    33Due after five years, but within ten years
    
    
    32,072
    
    
    
    32,317Due after ten years
    
    
    308,330
    
    
    
    321,944Total
    
    $
    340,688
    
    
    
    354,548
 
 (1)
    
    Scheduled maturities in the above table may vary significantly
from actual maturities due to prepayments.(2)
    
    Scheduled maturities are based upon contractual
maturities.  For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,2009
    
    2008
    
    2009
    
    2008Gross gains on securities sales
    
    $
    4,774
    
    
    
    23
    
    
    
    11,284
    
    
    
    7,462Gross losses on securities sales
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    4,660Proceeds from sales of
securities
    
    $
    98,115
    
    
    
    9,609
    
    
    
    303,821
    
    
    
    351,199
   For the Nine MonthsEnded September 30,2009
    
    
    2008Net change in other comprehensive income
on securities available for sale
    
    $
    1,950
    
    
    
    (17,839
    )Change in deferred tax (benefit) provision
on net unrealized gains (losses) on securities
available for sale
    
    
    
    
    
    
    (6,363
    )Change in stockholders equity from net
unrealized
gains (losses) on securities available for sale
    
    $
    1,950
    
    
    
    (11,476
    )
  15




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  4. Discontinued Operations
  5. Restructuring Charges and Exit Activities
  EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expenses incurred
    
    
    2,191
    
    
    
    361
    
    
    
    2,552Amounts paid or amortized
    
    
    (1,697
    )
    
    
    (379
    )
    
    
    (2,076
    )Balance at September 30, 2008
    
    $
    596
    
    
    
    972
    
    
    
    1,568Balance at January 1, 2009
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633Expense incurred
    
    
    2,024
    
    
    
    1,666
    
    
    
    3,690Amounts paid or amortized
    
    
    (2,066
    )
    
    
    (105
    )
    
    
    (2,171
    )Balance at September 30, 2009
    
    $
    129
    
    
    
    3,023
    
    
    
    3,152
    16




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 6. Loans Receivable
  September 30,
    
    
    December 31,2009
    
    
    2008Real estate loans:Residential
    
    $
    1,634,483
    
    
    $
    1,929,616Builder land loans
    
    
    63,120
    
    
    
    84,453Land acquisition and development
    
    
    203,255
    
    
    
    226,484Land acquisition, development and
construction
    
    
    34,682
    
    
    
    60,730Construction and development
    
    
    203,719
    
    
    
    229,856Commercial
    
    
    721,489
    
    
    
    709,523Consumer  home equity
    
    
    681,285
    
    
    
    718,950Small business
    
    
    214,098
    
    
    
    218,694Other loans:Commercial business
    
    
    148,956
    
    
    
    144,554Small business  non-mortgage
    
    
    97,801
    
    
    
    108,230Consumer loans
    
    
    13,307
    
    
    
    16,406Deposit overdrafts
    
    
    6,775
    
    
    
    9,730Total gross loans
    
    
    4,022,970
    
    
    
    4,457,226Adjustments:Premiums, discounts and net deferred fees
    
    
    2,491
    
    
    
    3,221Allowance for loan losses
    
    
    (184,662
    )
    
    
    (137,257
    )Loans receivable, net
    
    $
    3,840,799
    
    
    $
    4,323,190Loans held for sale
    
    $
    5,038
    
    
    $
    3,461
   September 30,
    
    
    December 31,2009
    
    
    2008Construction and development
    
    $
    42,629
    
    
    $
    124,332Commercial
    
    
    41,945
    
    
    
    38,930Total undisbursed loans in process
    
    $
    84,574
    
    
    $
    163,262
 17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Allowance for Loan Losses (in thousands):
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    172,220
    
    
    
    106,126
    
    
    
    137,257
    
    
    
    94,020Loans charged-off
    
    
    (51,506
    )
    
    
    (23,487
    )
    
    
    (105,767
    )
    
    
    (102,135
    )Recoveries of loans
previously charged-off
    
    
    362
    
    
    
    284
    
    
    
    1,815
    
    
    
    903Net (charge-offs)
    
    
    (51,144
    )
    
    
    (23,203
    )
    
    
    (103,952
    )
    
    
    (101,232
    )Provision for loan losses
    
    
    63,586
    
    
    
    31,214
    
    
    
    151,357
    
    
    
    121,349Balance, end of period
    
    $
    184,662
    
    
    
    114,137
    
    
    
    184,662
    
    
    
    114,137
  September 30, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    GrossRecorded
    
    Specific
    
    Recorded
    
    SpecificInvestment
    
    Allowances
    
    Investment
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    242,796
    
    
    
    78,752
    
    
    
    174,710
    
    
    
    41,192Impaired loans without
specific
valuation allowances
    
    
    271,224
    
    
    
    
    
    
    
    138,548
    
    
    
    Total
    
    $
    514,020
    
    
    
    78,752
    
    
    
    313,258
    
    
    
    41,192
    18




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three
    
    For the NineMonths Ended
    
    Months EndedSeptember 30, 2009
    
    September 30, 2009Contracted interest income
    
    $
    6,313
    
    
    
    17,826Interest income recognized
    
    
    1,425
    
    
    
    2,861Foregone interest income
    
    $
    4,888
    
    
    
    14,965
 7. Goodwill
    8. Related Parties
    19




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Non-interest income:Other  office facilities
    
    $
    143
    
    
    
    138
    
    
    
    403
    
    
    
    315Non-interest expense:Employee compensation
benefits
    
    
    (29
    )
    
    
    (15
    )
    
    
    (87
    )
    
    
    (103
    )Other  back-office support
    
    
    (407
    )
    
    
    (405
    )
    
    
    (1,313
    )
    
    
    (1,180
    )Net effect of affiliate
transactions
before income taxes
    
    $
    (293
    )
    
    
    (282
    )
    
    
    (997
    )
    
    
    (968
    )
   Class A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    53,789
    
    
    $
    48.46Options non-vested
    
    
    13,610
    
    
    $
    92.85
    20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 9. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operationsParent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities
   Parent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    TotalFor the Three Months Ended:2009Interest income
    
    $
    53,668
    
    
    $
    85
    
    
    $
    (5
    )
    
    $
    53,748Interest expense
    
    
    (12,183
    )
    
    
    (3,718
    )
    
    
    5
    
    
    
    (15,896
    )Provision for loan losses
    
    
    (52,246
    )
    
    
    (11,340
    )
    
    
    
    
    
    
    (63,586
    )Non-interest income
    
    
    35,492
    
    
    
    364
    
    
    
    (249
    )
    
    
    35,607Non-interest expense
    
    
    (60,032
    )
    
    
    (2,175
    )
    
    
    249
    
    
    
    (61,958
    )Segment losses before
income taxes
    
    
    (35,301
    )
    
    
    (16,784
    )
    
    
    
    
    
    
    (52,085
    )Provision for income taxes
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Segment net loss
    
    $
    (35,304
    )
    
    $
    (16,784
    )
    
    $
    
    
    
    $
    (52,088
    )Total assets
    
    $
    4,882,385
    
    
    $
    496,774
    
    
    
    (437,970
    )
    
    $
    4,941,1892008Interest income
    
    $
    80,944
    
    
    $
    288
    
    
    $
    (48
    )
    
    $
    81,184Interest expense
    
    
    (29,749
    )
    
    
    (5,066
    )
    
    
    48
    
    
    
    (34,767
    )Provision for loan losses
    
    
    (22,924
    )
    
    
    (8,290
    )
    
    
    
    
    
    
    (31,214
    )Non-interest income
    
    
    33,918
    
    
    
    1,476
    
    
    
    (198
    )
    
    
    35,196Non-interest expense
    
    
    (66,806
    )
    
    
    (2,042
    )
    
    
    198
    
    
    
    (68,650
    )Segment losses before
income taxes
    
    
    (4,617
    )
    
    
    (13,634
    )
    
    
    
    
    
    
    (18,251
    )Benefit for income taxes
    
    
    2,525
    
    
    
    4,744
    
    
    
    
    
    
    
    7,269Segment net loss
    
    $
    (2,092
    )
    
    $
    (8,890
    )
    
    $
    
    
    
    $
    (10,982
    )Total assets
    
    $
    6,112,979
    
    
    $
    699,326
    
    
    
    (584,421
    )
    
    $
    6,227,884
 21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Parent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    TotalFor the Nine Months Ended:2009Interest income
    
    $
    173,068
    
    
    $
    490
    
    
    $
    (21
    )
    
    $
    173,537Interest expense
    
    
    (49,736
    )
    
    
    (11,950
    )
    
    
    21
    
    
    
    (61,665
    )Provision for loan losses
    
    
    (131,721
    )
    
    
    (19,636
    )
    
    
    
    
    
    
    (151,357
    )Non-interest income
    
    
    101,133
    
    
    
    (149
    )
    
    
    (746
    )
    
    
    100,238Non-interest expense
    
    
    (192,812
    )
    
    
    (5,740
    )
    
    
    746
    
    
    
    (197,806
    )Segment losses before
income taxes
    
    
    (100,068
    )
    
    
    (36,985
    )
    
    
    
    
    
    
    (137,053
    )Provision for income taxes
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Segment net loss
    
    $
    (100,071
    )
    
    $
    (36,985
    )
    
    $
    
    
    
    $
    (137,056
    )
 Parent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    TotalFor the Nine Months Ended:2008Interest income
    
    $
    242,383
    
    
    $
    1,177
    
    
    $
    (157
    )
    
    $
    243,403Interest expense
    
    
    (93,260
    )
    
    
    (15,651
    )
    
    
    157
    
    
    
    (108,754
    )Provision for loan losses
    
    
    (103,613
    )
    
    
    (17,736
    )
    
    
    
    
    
    
    (121,349
    )Non-interest income
    
    
    106,198
    
    
    
    4,243
    
    
    
    (730
    )
    
    
    109,711Non-interest expense
    
    
    (207,768
    )
    
    
    (5,384
    )
    
    
    730
    
    
    
    (212,422
    )Segment losses before
income taxes
    
    
    (56,060
    )
    
    
    (33,351
    )
    
    
    
    
    
    
    (89,411
    )Benefit for income taxes
    
    
    22,928
    
    
    
    11,574
    
    
    
    
    
    
    
    34,502Segment net loss
    
    $
    (33,132
    )
    
    $
    (21,777
    )
    
    $
    
    
    
    $
    (54,909
    )
 10. Financial Instruments with Off-balance Sheet Risk
  September 30,
    
    December 31,2009
    
    2008Commitments to sell fixed rate residential loans
    
    $
    36,274
    
    
    
    25,304Commitments to originate loans held for sale
    
    
    31,236
    
    
    
    21,843Commitments to originate loans held to maturity
    
    
    29,822
    
    
    
    16,553Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    421,174
    
    
    
    597,739Standby letters of credit
    
    
    15,296
    
    
    
    20,558Commercial lines of credit
    
    
    94,118
    
    
    
    66,954
  22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 11. Earnings per Share
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Basic loss per share:Numerator:Loss from continuing operations
    
    $
    (52,089
    )
    
    
    (10,982
    )
    
    
    (137,056
    )
    
    
    (54,909
    )Discontinued operations
    
    
    (500
    )
    
    
    4,919
    
    
    
    3,701
    
    
    
    6,040Net loss
    
    $
    (52,589
    )
    
    
    (6,063
    )
    
    
    (133,355
    )
    
    
    (48,869
    )Denominator:Basic weighted average number of
common shares outstanding
    
    
    15,096,420
    
    
    
    15,082,493
    
    
    
    15,093,164
    
    
    
    15,076,980Basic loss per share from:Continuing operations
    
    $
    (3.45
    )
    
    
    (0.73
    )
    
    
    (9.08
    )
    
    
    (3.64
    )Discontinued operations
    
    
    (0.03
    )
    
    
    0.33
    
    
    
    0.24
    
    
    
    0.40Basic loss per share
    
    $
    (3.48
    )
    
    
    (0.40
    )
    
    
    (8.84
    )
    
    
    (3.24
    )Diluted loss per shareNumerator:Loss from continuing operations
    
    $
    (52,089
    )
    
    
    (10,982
    )
    
    
    (137,056
    )
    
    
    (54,909
    )Discontinued operations
    
    
    (500
    )
    
    
    4,919
    
    
    
    3,701
    
    
    
    6,040Net loss
    
    $
    (52,589
    )
    
    
    (6,063
    )
    
    
    (133,355
    )
    
    
    (48,869
    )Denominator:Diluted weighted average shares outstanding
    
    
    15,096,420
    
    
    
    15,082,493
    
    
    
    15,093,164
    
    
    
    15,076,980Diluted loss per share from:Continuing operations
    
    $
    (3.45
    )
    
    
    (0.73
    )
    
    
    (9.08
    )
    
    
    (3.64
    )Discontinued operations
    
    
    (0.03
    )
    
    
    0.33
    
    
    
    0.24
    
    
    
    0.40Diluted loss per share
    
    $
    (3.48
    )
    
    
    (0.40
    )
    
    
    (8.84
    )
    
    
    (3.24
    )Cash dividends per share:Class A share
    
    $
    
    
    
    
    0.025
    
    
    
    0.025
    
    
    
    0.075Class B share
    
    $
    
    
    
    
    0.025
    
    
    
    0.025
    
    
    
    0.075
  23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    For the Nine MonthsEnded September 30, 2008
    
    Ended September 30, 2008As
    
    As
    
    As
    
    AsReported
    
    Adjusted
    
    Reported
    
    AdjustedBasic loss per share from:Continuing operations
    
    
    (0.98
    )
    
    
    (0.73
    )
    
    
    (4.89
    )
    
    
    (3.64
    )Discontinued operations
    
    
    0.44
    
    
    
    0.33
    
    
    
    0.54
    
    
    
    0.40Basic loss per share
    
    
    (0.54
    )
    
    
    (0.40
    )
    
    
    (4.35
    )
    
    
    (3.24
    )Diluted loss per share
from:Continuing operations
    
    
    (0.98
    )
    
    
    (0.73
    )
    
    
    (4.89
    )
    
    
    (3.64
    )Discontinued operations
    
    
    0.44
    
    
    
    0.33
    
    
    
    0.54
    
    
    
    0.40Diluted loss per share
    
    
    (0.54
    )
    
    
    (0.40
    )
    
    
    (4.35
    )
    
    
    (3.24
    )
 12. New Accounting Pronouncements
     24




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Critical Accounting Policies
  25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Consolidated Results of Operations
  For the Three Months Ended September 30,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (35,304
    )
    
    
    (2,092
    )
    
    
    (33,212
    )Parent Company
    
    
    (16,784
    )
    
    
    (8,890
    )
    
    
    (7,894
    )Net loss
    
    $
    (52,088
    )
    
    
    (10,982
    )
    
    
    (41,106
    )
 For the Three Months Ended September 30, 2009 Compared to the Same 2008 Period:
   26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Nine Months Ended September 30,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (100,071
    )
    
    
    (33,132
    )
    
    
    (66,939
    )Parent Company
    
    
    (36,985
    )
    
    
    (21,777
    )
    
    
    (15,208
    )Net loss
    
    $
    (137,056
    )
    
    
    (54,909
    )
    
    
    (82,147
    )
 For the Nine Months Ended September 30, 2009 Compared to the Same 2008 Period:
   BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedSeptember 30, 2009
    
    
    September 30, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate(in thousands)Total loans
    
    $
    4,066,363
    
    
    
    44,968
    
    
    
    4.42
    
    
    $
    4,451,976
    
    
    
    60,785
    
    
    
    5.46Investments
    
    
    574,604
    
    
    
    8,700
    
    
    
    6.06
    
    
    
    1,318,289
    
    
    
    20,159
    
    
    
    6.12Total interest earning assets
    
    
    4,640,967
    
    
    
    53,668
    
    
    
    4.63
    %
    
    
    5,770,265
    
    
    
    80,944
    
    
    
    5.61
    %Goodwill and core deposit intangibles
    
    
    16,297
    
    
    
    
    
    
    
    
    
    
    
    75,029Other non-interest earning assets
    
    
    318,033
    
    
    
    
    
    
    
    
    
    
    
    417,035Total Assets
    
    $
    4,975,297
    
    
    
    
    
    
    
    
    
    
    $
    6,262,329Deposits:Savings
    
    $
    431,516
    
    
    
    367
    
    
    
    0.34
    %
    
    $
    471,270
    
    
    
    963
    
    
    
    0.81
    %NOW
    
    
    1,237,459
    
    
    
    1,930
    
    
    
    0.62
    
    
    
    955,392
    
    
    
    2,256
    
    
    
    0.94Money market
    
    
    392,344
    
    
    
    642
    
    
    
    0.65
    
    
    
    557,343
    
    
    
    2,089
    
    
    
    1.49Certificates of deposit
    
    
    1,175,821
    
    
    
    6,480
    
    
    
    2.19
    
    
    
    1,138,615
    
    
    
    10,244
    
    
    
    3.58Total interest bearing deposits
    
    
    3,237,140
    
    
    
    9,419
    
    
    
    1.15
    
    
    
    3,122,620
    
    
    
    15,552
    
    
    
    1.98Short-term borrowed funds
    
    
    47,186
    
    
    
    15
    
    
    
    0.13
    
    
    
    92,319
    
    
    
    378
    
    
    
    1.63Advances from FHLB
    
    
    410,628
    
    
    
    2,494
    
    
    
    2.41
    
    
    
    1,598,111
    
    
    
    13,401
    
    
    
    3.34Long-term debt
    
    
    22,737
    
    
    
    255
    
    
    
    4.45
    
    
    
    26,088
    
    
    
    418
    
    
    
    6.37Total interest bearing liabilities
    
    
    3,717,691
    
    
    
    12,183
    
    
    
    1.30
    
    
    
    4,839,138
    
    
    
    29,749
    
    
    
    2.45Demand deposits
    
    
    808,802
    
    
    
    
    
    
    
    
    
    
    
    812,402Non-interest bearing other liabilities
    
    
    63,870
    
    
    
    
    
    
    
    
    
    
    
    53,279Total Liabilities
    
    
    4,590,363
    
    
    
    
    
    
    
    
    
    
    
    5,704,819Stockholders equity
    
    
    384,934
    
    
    
    
    
    
    
    
    
    
    
    557,510Total liabilities and stockholders equity
    
    $
    4,975,297
    
    
    
    
    
    
    
    
    
    
    $
    6,262,329Net interest income
    
    
    
    
    
    $
    41,485
    
    
    
    3.33
    %
    
    
    
    
    
    $
    51,195
    
    
    
    3.16
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.63
    %
    
    
    
    
    
    
    
    
    
    
    5.61
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.04
    
    
    
    
    
    
    
    
    
    
    
    2.05Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.59
    %
    
    
    
    
    
    
    
    
    
    
    3.56
    %
 27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Three Months Ended September 30, 2009 Compared to the Same 2008 Period:
     28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Average Balance Sheet - Yield / Rate AnalysisFor the Nine Months EndedSeptember 30, 2009
    
    
    September 30, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/( in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,215,306
    
    
    
    142,159
    
    
    
    4.50
    
    
    $
    4,519,948
    
    
    
    190,387
    
    
    
    5.62
    %Investments
    
    
    736,500
    
    
    
    30,908
    
    
    
    5.60
    
    
    
    1,150,224
    
    
    
    51,996
    
    
    
    6.03Total interest earning assets
    
    
    4,951,806
    
    
    
    173,067
    
    
    
    4.66
    %
    
    
    5,670,172
    
    
    
    242,383
    
    
    
    5.70Goodwill and core deposit intangibles
    
    
    19,593
    
    
    
    
    
    
    
    
    
    
    
    75,381Other non-interest earning assets
    
    
    332,853
    
    
    
    
    
    
    
    
    
    
    
    422,172Total Assets
    
    $
    5,304,252
    
    
    
    
    
    
    
    
    
    
    $
    6,167,725Deposits:Savings
    
    $
    441,270
    
    
    
    1,258
    
    
    
    0.38
    %
    
    $
    529,723
    
    
    
    4,265
    
    
    
    1.08
    %NOW
    
    
    1,148,733
    
    
    
    5,155
    
    
    
    0.60
    
    
    
    941,297
    
    
    
    6,837
    
    
    
    0.97Money market
    
    
    408,656
    
    
    
    2,089
    
    
    
    0.68
    
    
    
    594,338
    
    
    
    7,674
    
    
    
    1.72Certificates of deposit
    
    
    1,243,603
    
    
    
    25,431
    
    
    
    2.73
    
    
    
    1,016,390
    
    
    
    29,877
    
    
    
    3.93Total interest bearing deposits
    
    
    3,242,262
    
    
    
    33,933
    
    
    
    1.40
    
    
    
    3,081,748
    
    
    
    48,653
    
    
    
    2.11Short-term borrowed funds
    
    
    129,487
    
    
    
    223
    
    
    
    0.23
    
    
    
    142,181
    
    
    
    2,491
    
    
    
    2.34Advances from FHLB
    
    
    644,516
    
    
    
    14,740
    
    
    
    3.06
    
    
    
    1,471,029
    
    
    
    40,780
    
    
    
    3.70Long-term debt
    
    
    22,778
    
    
    
    839
    
    
    
    4.92
    
    
    
    26,272
    
    
    
    1,336
    
    
    
    6.79Total interest bearing liabilities
    
    
    4,039,043
    
    
    
    49,735
    
    
    
    1.65
    
    
    
    4,721,230
    
    
    
    93,260
    
    
    
    2.64Demand deposits
    
    
    798,390
    
    
    
    
    
    
    
    
    
    
    
    848,558Non-interest bearing other liabilities
    
    
    62,751
    
    
    
    
    
    
    
    
    
    
    
    49,308Total Liabilities
    
    
    4,900,184
    
    
    
    
    
    
    
    
    
    
    
    5,619,096Stockholders equity
    
    
    404,068
    
    
    
    
    
    
    
    
    
    
    
    548,629Total liabilities and stockholders equity
    
    $
    5,304,252
    
    
    
    
    
    
    
    
    
    
    $
    6,167,725Net interest income/netinterest spread
    
    
    
    
    
    $
    123,332
    
    
    
    3.01
    %
    
    
    
    
    
    $
    149,123
    
    
    
    3.06
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.66
    %
    
    
    
    
    
    
    
    
    
    
    5.70
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.34
    
    
    
    
    
    
    
    
    
    
    
    2.20Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.32
    %
    
    
    
    
    
    
    
    
    
    
    3.50
    %
 For the Nine Months Ended September 30, 2009 Compared to the Same 2008 Period:
  29




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Asset Quality
  As ofSeptember 30, 2009
    
    
    December 31, 2008NONPERFORMING ASSETSTax certificates
    
    $
    3,011
    
    
    
    1,441Commercial real estate
    
    
    189,720
    
    
    
    161,947Consumer
    
    
    11,336
    
    
    
    6,763Small business
    
    
    9,693
    
    
    
    4,644Residential real estate (1)
    
    
    76,022
    
    
    
    34,734Commercial business
    
    
    8,094
    
    
    
    Total nonaccrual assets(2)
    
    $
    297,876
    
    
    
    209,529Residential real estate owned
    
    $
    5,606
    
    
    
    2,285Commercial real estate owned
    
    
    25,011
    
    
    
    16,500Small business real estate owned
    
    
    179
    
    
    
    260Other repossessed assets
    
    
    13
    
    
    
    Total repossessed assets
    
    
    30,809
    
    
    
    19,045Total nonperforming assets, net
    
    $
    328,685
    
    
    
    228,574AllowancesAllowance for loan losses
    
    $
    165,975
    
    
    
    125,572Allowance for tax certificate losses
    
    
    6,881
    
    
    
    6,064Total allowances
    
    $
    172,856
    
    
    
    131,636POTENTIAL PROBLEM LOANSContractually past due 90 days or more (3)
    
    $
    439
    
    
    
    15,721Performing impaired loans (4)
    
    
    62,330
    
    
    
    Troubled debt restructured
    
    
    103,305
    
    
    
    25,843TOTAL POTENTIAL PROBLEM LOANS
    
    $
    166,074
    
    
    
    41,564
 
 (1)
    
    Includes $45.5 million and $20.8 million of interest-only residential loans as of
September 30, 2009 and December 31, 2008, respectively.(2)
    
    Includes $51.9 million and $0 of troubled debt restructured loans as of September 30, 2009
and December 31, 2008, respectively.(3)
    
    The majority of these loans have matured and the borrowers continue to make payments
under the matured agreements.(4)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans; however, the timing of the payments may not be in accordance
with the contractual terms of the loan agreement.  30




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
     Carrying
    
    Specific
    
    Date Loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Amount
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date (3)
    
    Type
    
    Full AppraisalResidential Land DevelopersRelationship No. 1
    
    $
    25,000
    
    
    
    2,537
    
    
    Oct-04
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land A&D (4)
    
    Oct-08Relationship No. 2 (2)
    
    
    14,284
    
    
    
    6,938
    
    
    Aug-04
    
    
    Q4-2008
    
    
    
    Q1-2009
    
    
    Builder Land
    
    Nov-08Relationship No. 3
    
    
    12,500
    
    
    
    
    
    
    Aug-06
    
    
    Q1-2009
    
    
    
    Q1-2009
    
    
    Land A&D (4)
    
    Jan-09Relationship No. 4 (1)
    
    
    12,366
    
    
    
    9,307
    
    
    Aug-04
    
    
    Q3-2007
    
    
    
    Q4-2007
    
    
    Builder Land
    
    Dec-08Total
    
    
    64,150
    
    
    
    18,782Commercial Land DevelopersRelationship No. 5
    
    
    10,897
    
    
    
    7,637
    
    
    Jul-07
    
    
    Q3-2009
    
    
    
    Q3-2009
    
    
    Commercial Land
    
    Aug-09Relationship No. 6
    
    
    10,537
    
    
    
    
    
    
    Dec-04
    
    
    Q3-2008
    
    
    
    Q1-2009
    
    
    Commercial Land
    
    Dec-08Relationship No. 7
    
    
    18,954
    
    
    
    5,900
    
    
    Dec-06
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Construction  Mixed use
    
    Jan-09Total
    
    
    40,388
    
    
    
    13,537Total of Large Relationships
    
    $
    104,538
    
    
    
    32,319
 
 (1)
    
    During 2008, BankAtlantic recognized partial charge-offs on relationship No. 4 of
$7.7 million.(2)
    
    A modification was executed, and the loan is reported as a troubled debt restructure but
is currently not in default.(3)
    
    The default date is defined as the date of the initial missed payment prior to default.(4)
    
    Acquisition and development (A&D)   31




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosYear of Origination
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)2007
    
    $
    63,989
    
    
    
    63.99
    %
    
    
    85.09
    %
    
    
    744
    
    
    
    748
    
    
    $
    2,152
    
    
    
    31.97
    %2006
    
    
    67,746
    
    
    
    70.82
    %
    
    
    91.81
    %
    
    
    737
    
    
    
    729
    
    
    
    4,208
    
    
    
    35.48
    %2005
    
    
    44,663
    
    
    
    72.83
    %
    
    
    85.32
    %
    
    
    725
    
    
    
    723
    
    
    
    8,295
    
    
    
    36.25
    %2004
    
    
    369,689
    
    
    
    66.93
    %
    
    
    62.31
    %
    
    
    737
    
    
    
    732
    
    
    
    17,978
    
    
    
    34.04
    %Prior to 2004
    
    
    198,227
    
    
    
    67.12
    %
    
    
    47.32
    %
    
    
    735
    
    
    
    736
    
    
    
    6,189
    
    
    
    31.38
    %
 Interest Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosYear of Origination
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)2007
    
    $
    105,178
    
    
    
    71.88
    %
    
    
    95.90
    %
    
    
    750
    
    
    
    739
    
    
    $
    13,831
    
    
    
    33.77
    %2006
    
    
    231,144
    
    
    
    73.65
    %
    
    
    93.69
    %
    
    
    741
    
    
    
    735
    
    
    
    28,052
    
    
    
    35.01
    %2005
    
    
    242,657
    
    
    
    69.59
    %
    
    
    84.63
    %
    
    
    739
    
    
    
    750
    
    
    
    11,978
    
    
    
    33.89
    %2004
    
    
    134,325
    
    
    
    72.05
    %
    
    
    76.86
    %
    
    
    738
    
    
    
    720
    
    
    
    9,603
    
    
    
    32.25
    %Prior to 2004
    
    
    109,903
    
    
    
    59.94
    %
    
    
    59.05
    %
    
    
    749
    
    
    
    748
    
    
    
    4,621
    
    
    
    30.25
    %
  Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosState
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)Arizona
    
    $
    11,650
    
    
    
    65.53
    %
    
    
    59.85
    %
    
    
    734
    
    
    
    725
    
    
    $
    842
    
    
    
    33.22
    %California
    
    
    171,681
    
    
    
    66.82
    %
    
    
    62.98
    %
    
    
    742
    
    
    
    743
    
    
    
    8,912
    
    
    
    34.78
    %Florida
    
    
    95,910
    
    
    
    70.44
    %
    
    
    64.05
    %
    
    
    723
    
    
    
    716
    
    
    
    8,424
    
    
    
    34.78
    %Nevada
    
    
    4,886
    
    
    
    69.35
    %
    
    
    75.10
    %
    
    
    739
    
    
    
    735
    
    
    
    
    
    
    
    36.56
    %Other States
    
    
    460,187
    
    
    
    67.35
    %
    
    
    65.42
    %
    
    
    736
    
    
    
    736
    
    
    
    20,645
    
    
    
    33.11
    %
 32




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Interest Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosState
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)Arizona
    
    $
    26,597
    
    
    
    71.75
    %
    
    
    98.54
    %
    
    
    745
    
    
    
    728
    
    
    $
    5,127
    
    
    
    30.77
    %California
    
    
    235,686
    
    
    
    70.49
    %
    
    
    85.50
    %
    
    
    739
    
    
    
    730
    
    
    
    31,026
    
    
    
    34.24
    %Florida
    
    
    58,212
    
    
    
    68.14
    %
    
    
    88.71
    %
    
    
    750
    
    
    
    745
    
    
    
    9,995
    
    
    
    31.25
    %Nevada
    
    
    12,405
    
    
    
    73.64
    %
    
    
    101.75
    %
    
    
    745
    
    
    
    735
    
    
    
    2,656
    
    
    
    36.15
    %Other States
    
    
    490,307
    
    
    
    70.05
    %
    
    
    81.82
    %
    
    
    743
    
    
    
    744
    
    
    
    19,281
    
    
    
    33.47
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of
the portfolio were obtained as of the first quarter of 2009 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.    As of September 30, 2009
    
    
    As of December 31, 2008Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    38,899
    
    
    
    83,037
    
    
    
    
    
    
    
    25,843Small business
    
    
    4,029
    
    
    
    7,572
    
    
    
    
    
    
    
    Consumer
    
    
    1,254
    
    
    
    10,893
    
    
    
    
    
    
    
    Residential
    
    
    7,734
    
    
    
    1,803
    
    
    
    
    
    
    
    Total
    
    $
    51,916
    
    
    
    103,305
    
    
    
    
    
    
    
    25,843
  33




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  September 30, 2009
    
    
    December 31, 2008ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    Loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    3,174
    
    
    
    2.15
    %
    
    
    3.71
    %
    
    $
    3,173
    
    
    
    2.22
    %
    
    
    3.15
    %Commercial real estate
    
    
    88,164
    
    
    
    7.53
    
    
    
    29.49
    
    
    
    75,850
    
    
    
    5.44
    
    
    
    30.69Small business
    
    
    9,178
    
    
    
    2.94
    
    
    
    7.85
    
    
    
    8,133
    
    
    
    2.49
    
    
    
    7.20Residential real estate
    
    
    23,724
    
    
    
    1.45
    
    
    
    41.29
    
    
    
    6,034
    
    
    
    0.31
    
    
    
    42.56Consumer
    
    
    41,735
    
    
    
    5.95
    
    
    
    17.66
    
    
    
    32,382
    
    
    
    4.35
    
    
    
    16.40Total allowance for loan losses
    
    $
    165,975
    
    
    
    4.18
    %
    
    
    100.00
    %
    
    $
    125,572
    
    
    
    2.76
    %
    
    
    100.00
    %
   September 30,
    
    
    December 31,2009
    
    
    2008Commercial
    
    $
    51,670
    
    
    
    29,208Small business
    
    
    402
    
    
    
    625Consumer
    
    
    2,742
    
    
    
    Residential
    
    
    5,258
    
    
    
    Total
    
    $
    60,072
    
    
    
    29,833
  34




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    156,821
    
    
    
    98,424
    
    
    
    125,572
    
    
    
    94,020Charge-offsResidential
    
    
    (7,174
    )
    
    
    (1,077
    )
    
    
    (15,685
    )
    
    
    (2,728
    )Commercial
    
    
    (21,541
    )
    
    
    (4,965
    )
    
    
    (37,636
    )
    
    
    (60,057
    )Commercial business
    
    
    
    
    
    
    
    
    
    
    (516
    )
    
    
    Consumer
    
    
    (12,490
    )
    
    
    (7,684
    )
    
    
    (31,929
    )
    
    
    (19,745
    )Small business
    
    
    (2,249
    )
    
    
    (1,471
    )
    
    
    (7,367
    )
    
    
    (3,131
    )Total Charge-offs
    
    
    (43,454
    )
    
    
    (15,197
    )
    
    
    (93,133
    )
    
    
    (85,661
    )Recoveries of loans previously charged-off
    
    
    362
    
    
    
    284
    
    
    
    1,815
    
    
    
    903Net (charge-offs)
    
    
    (43,092
    )
    
    
    (14,913
    )
    
    
    (91,318
    )
    
    
    (84,758
    )Transfer of specific reserves to Parent Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,440
    )Provision for loan losses
    
    
    52,246
    
    
    
    22,924
    
    
    
    131,721
    
    
    
    103,613Balance, end of period
    
    $
    165,975
    
    
    
    106,435
    
    
    
    165,975
    
    
    
    106,435
  BankAtlantics Non-Interest Income
 For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeService charges on deposits
    
    $
    19,767
    
    
    
    23,924
    
    
    
    (4,157
    )
    
    
    57,799
    
    
    
    72,404
    
    
    
    (14,605
    )Other service charges and fees
    
    
    7,355
    
    
    
    7,309
    
    
    
    46
    
    
    
    22,439
    
    
    
    21,863
    
    
    
    576Securities activities, net
    
    
    4,774
    
    
    
    1
    
    
    
    4,773
    
    
    
    11,161
    
    
    
    2,302
    
    
    
    8,859Income from unconsolidated subsidiaries
    
    
    108
    
    
    
    122
    
    
    
    (14
    )
    
    
    289
    
    
    
    1,382
    
    
    
    (1,093
    )Other
    
    
    3,488
    
    
    
    2,562
    
    
    
    926
    
    
    
    9,445
    
    
    
    8,248
    
    
    
    1,197Non-interest income
    
    $
    35,492
    
    
    
    33,918
    
    
    
    1,574
    
    
    
    101,133
    
    
    
    106,199
    
    
    
    (5,066
    )
  35




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
      BankAtlantics Non-Interest Expense
 For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeEmployee compensation and benefits
    
    $
    23,917
    
    
    
    30,353
    
    
    
    (6,436
    )
    
    
    76,980
    
    
    
    96,714
    
    
    
    (19,734
    )Occupancy and equipment
    
    
    14,553
    
    
    
    15,993
    
    
    
    (1,440
    )
    
    
    44,305
    
    
    
    48,547
    
    
    
    (4,242
    )Advertising and business promotion
    
    
    1,514
    
    
    
    3,388
    
    
    
    (1,874
    )
    
    
    6,141
    
    
    
    11,813
    
    
    
    (5,672
    )Check losses
    
    
    1,146
    
    
    
    2,094
    
    
    
    (948
    )
    
    
    2,981
    
    
    
    6,913
    
    
    
    (3,932
    )Professional fees
    
    
    2,752
    
    
    
    2,696
    
    
    
    56
    
    
    
    8,032
    
    
    
    6,960
    
    
    
    1,072Supplies and postage
    
    
    987
    
    
    
    1,076
    
    
    
    (89
    )
    
    
    2,978
    
    
    
    3,360
    
    
    
    (382
    )Telecommunication
    
    
    348
    
    
    
    748
    
    
    
    (400
    )
    
    
    1,622
    
    
    
    3,570
    
    
    
    (1,948
    )Cost associated with debt redemption
    
    
    5,431
    
    
    
    
    
    
    
    5,431
    
    
    
    7,463
    
    
    
    2
    
    
    
    7,461Provision for tax certificates
    
    
    (198
    )
    
    
    2,838
    
    
    
    (3,036
    )
    
    
    2,702
    
    
    
    3,645
    
    
    
    (943
    )Restructuring charges and exit activities
    
    
    461
    
    
    
    (480
    )
    
    
    941
    
    
    
    3,708
    
    
    
    3,421
    
    
    
    287Impairment of real estate owned
    
    
    137
    
    
    
    1,002
    
    
    
    (865
    )
    
    
    760
    
    
    
    1,242
    
    
    
    (482
    )Impairment of real estate held for sale
    
    
    1,131
    
    
    
    
    
    
    
    1,131
    
    
    
    1,165
    
    
    
    1,746
    
    
    
    (581
    )Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    
    
    
    
    9,124FDIC special assessment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,428
    
    
    
    
    
    
    
    2,428Other
    
    
    7,853
    
    
    
    7,098
    
    
    
    755
    
    
    
    22,423
    
    
    
    19,836
    
    
    
    2,587Total non-interest expense
    
    $
    60,032
    
    
    
    66,806
    
    
    
    (6,774
    )
    
    
    192,812
    
    
    
    207,769
    
    
    
    (14,957
    )
  36




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
            37




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Parent Company Results of Operations
 For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeNet interest expense
    
    $
    (3,633
    )
    
    
    (4,778
    )
    
    
    1,145
    
    
    
    (11,460
    )
    
    
    (14,476
    )
    
    
    3,016Provision for loan losses
    
    
    (11,340
    )
    
    
    (8,290
    )
    
    
    (3,050
    )
    
    
    (19,636
    )
    
    
    (17,736
    )
    
    
    (1,900
    )Net interest expense after provision
for loan losses
    
    
    (14,973
    )
    
    
    (13,068
    )
    
    
    (1,905
    )
    
    
    (31,096
    )
    
    
    (32,212
    )
    
    
    1,116Non-interest income
    
    
    364
    
    
    
    1,476
    
    
    
    (1,112
    )
    
    
    (149
    )
    
    
    4,244
    
    
    
    (4,393
    )Non-interest expense
    
    
    2,175
    
    
    
    2,042
    
    
    
    133
    
    
    
    5,740
    
    
    
    5,383
    
    
    
    357Loss before income taxes
    
    
    (16,784
    )
    
    
    (13,634
    )
    
    
    (3,150
    )
    
    
    (36,985
    )
    
    
    (33,351
    )
    
    
    (3,634
    )Income tax benefit
    
    
    
    
    
    
    (4,744
    )
    
    
    4,744
    
    
    
    
    
    
    
    (11,574
    )
    
    
    11,574Parent company loss
    
    $
    (16,784
    )
    
    
    (8,890
    )
    
    
    (7,894
    )
    
    
    (36,985
    )
    
    
    (21,777
    )
    
    
    (15,208
    )
     38




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   September 30,
    
    December 31,2009
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    15,508
    
    
    
    22,019Land acquisition and development
    
    
    13,981
    
    
    
    16,759Land acquisition, development and
construction
    
    
    18,454
    
    
    
    29,163Total commercial residential real estate
    
    
    47,943
    
    
    
    67,941Commercial non-residential real estate
    
    
    5,577
    
    
    
    11,386Total non-accrual loans
    
    
    53,520
    
    
    
    79,327Allowance for loan losses  specific reserves
    
    
    (18,680
    )
    
    
    (11,685
    )Non-accrual loans, net
    
    
    34,840
    
    
    
    67,642Performing
commercial non-residential loans, net of allowance for loan losses
    
    
    3,255
    
    
    
    2,259Loans receivable, net
    
    $
    38,095
    
    
    
    69,901
   Carrying
    
    Specific
    
    Date Loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Amount
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date (4)
    
    Type
    
    AppraisalResidential Land DevelopersRelationship No. 1 (1)
    
    $
    7,873
    
    
    
    4,530
    
    
    Sep-05
    
    
    Q3-2007
    
    
    
    Q4-2008
    
    
    Builder Land
    
    Jun-09Relationship No. 2
    
    
    7,382
    
    
    
    2,870
    
    
    Jan-06
    
    
    Q1-2008
    
    
    
    Q1-2008
    
    
    Land A&D (5)
    
    May-09Relationship No. 3 (2)
    
    
    6,188
    
    
    
    1,067
    
    
    Mar-05
    
    
    Q3-2007
    
    
    
    Q1-2008
    
    
    Builder Land
    
    Aug-09Relationship No. 4 (3)
    
    
    5,225
    
    
    
    
    
    
    Apr-04
    
    
    Q3-2007
    
    
    
    Q4-2007
    
    
    Land AD&C (5)
    
    Aug-09Total
    
    $
    26,668
    
    
    
    8,467
 
 (1)
    
    During 2008, the Company recognized partial charge-offs on relationship No. 1 of
$6.9 million.(2)
    
    During 2008 and the third quarter of 2009, the Company recognized partial charge-offs on
relationship No. 3 aggregating $13.7 million.(3)
    
    During 2008, BankAtlantic recognized partial charge-offs on relationship No. 4 of $4.6
million.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).  39




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BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,2009
    
    2008
    
    2009
    
    2008Balance, beginning of period
    
    $
    15,399
    
    
    
    7,702
    
    
    
    11,685
    
    
    
    Loans charged-off
    
    
    (8,051
    )
    
    
    (8,290
    )
    
    
    (12,633
    )
    
    
    (16,474
    )Recoveries of loans previously charged-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (8,051
    )
    
    
    (8,290
    )
    
    
    (12,633
    )
    
    
    (16,474
    )Reserves transferred from BankAtlantic
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,440Provision for loan losses
    
    
    11,340
    
    
    
    8,290
    
    
    
    19,636
    
    
    
    17,736Balance, end of period
    
    $
    18,688
    
    
    
    7,702
    
    
    
    18,688
    
    
    
    7,702
   BankAtlantic Bancorp, Inc. Consolidated Financial Condition
   
    
    Increase in cash and cash equivalents primarily reflecting $99.9 million of higher
cash balances at the Federal Reserve Bank associated with daily cash management
activities;
    
    Decrease in securities available for sale reflecting the sale of $284.0 million of
mortgage-backed securities as well as repayments associated with higher residential
mortgage refinancings in response to low historical residential mortgage interest rates
during 2009;
    
    Decrease in tax certificate balances primarily due to redemptions and decreased tax
certificate acquisitions during 2009;
    
    Decline in FHLB stock related to lower FHLB advance borrowings;
    
    Higher residential loans held for sale primarily resulting from increased originations
associated with residential mortgage refinancings;
    
    Decrease in loan receivable balances associated with repayments of residential loans
in the normal course of business combined with a significant decline in loan purchases
and originations;
    
    Decrease in accrued interest receivable primarily resulting from lower loan balances
and a significant decline in interest rates;
    
    Increase in real estate owned associated with commercial real estate and residential
loan foreclosures; and
    
    Decrease in goodwill associated with the impairment of $9.1 million of goodwill.
  
    
    A decrease in interest bearing deposit account balances of $28.4 million associated
with $286.7 million of lower time deposits and insured money market savings accounts
partially offset by $245.8 million of higher interest bearing checking account balances;
 40




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
    
    A $68.1 million increase in non-interest-bearing deposit balances primarily due
to increased customer balances in checking accounts;
    
    Lower FHLB advances and short term borrowings due to repayments using proceeds from
the sales of securities, loan repayments and increases in deposit account balances;
and
    
    Increase in junior subordinated debentures liability due to interest deferrals.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
     41




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    As of September 30, 2009Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    Estimated(in thousands)
    
    Value
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    
    $
    16,105
    
    
    
    
    
    
    
    
    
    
    
    16,105Securities available for sale
    
    
    219
    
    
    
    
    
    
    
    48
    
    
    
    171Private investment securities
    
    
    2,036
    
    
    
    1,732
    
    
    
    
    
    
    
    3,768Total
    
    $
    18,360
    
    
    
    1,732
    
    
    
    48
    
    
    
    20,044
   BankAtlantic Liquidity and Capital Resources
   42




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BankAtlantic Bancorp, Inc. and Subsidiaries
       43




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
      Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt September 30, 2009:Total risk-based capital
    
    $
    468,758
    
    
    
    13.51
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    402,523
    
    
    
    11.60
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    402,523
    
    
    
    8.31
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    402,523
    
    
    
    8.31
    
    
    
    4.00
    
    
    
    5.00At December 31, 2008:Total risk-based capital
    
    $
    456,776
    
    
    
    11.63
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    385,006
    
    
    
    9.80
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    4.00
    
    
    
    5.00
  44




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Contractual Obligations and Off Balance Sheet Arrangements as of September 30, 2009 (in
thousands):
 Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsTime deposits
    
    $
    1,113,238
    
    
    
    1,039,315
    
    
    
    54,100
    
    
    
    13,242
    
    
    
    6,581Long-term debt
    
    
    327,682
    
    
    
    
    
    
    
    22,000
    
    
    
    11,487
    
    
    
    294,195Advances from FHLB (1)
    
    
    342,000
    
    
    
    342,000
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for sublease
    
    
    29,877
    
    
    
    1,271
    
    
    
    3,596
    
    
    
    2,435
    
    
    
    22,575Operating lease obligations held for use
    
    
    70,935
    
    
    
    7,532
    
    
    
    17,630
    
    
    
    7,330
    
    
    
    38,443Pension obligation
    
    
    17,340
    
    
    
    1,269
    
    
    
    2,995
    
    
    
    3,229
    
    
    
    9,847Other obligations
    
    
    12,800
    
    
    
    
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    1,913,872
    
    
    
    1,391,387
    
    
    
    105,121
    
    
    
    44,123
    
    
    
    373,241
 
 (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
  45




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
 Wilmine Almonor, individually and on behalf of all others similarly situated, vs. BankAtlantic
Bancorp, Inc., Steven M. Coldren, Mary E. Ginestra, Willis N. Holcombe, Jarett S. Levan, John E.
Abdo, David A. Lieberman, Charlie C. Winningham II, D. Keith Cobb, Bruno L. DiGiulian, Alan B.
Levan, James A. White, the Security Plus Plan Committee, and Unknown Fiduciary Defendants 1-50 , No.
0:07-cv-61862-DMM, United States District Court, Southern District of Florida.
  D.W. Hugo, individually and on behalf of Nominal Defendant BankAtlantic Bancorp, Inc. vs.
BankAtlantic Bancorp, Inc., Alan B. Levan, Jarett S. Levan, Jay C. McClung, Marcia K. Snyder,
Valerie Toalson, James A. White, John E. Abdo, D. Keith Cobb, Steven M. Coldren, and David A.
Lieberman, Case No. 0:08-cv-61018-UU, United States District Court, Southern District of Florida
  Joel and Elizabeth Rothman, on behalf of themselves and all persons similarly situated vs.
BankAtlantic, Case No. 09-059341 (07), Circuit Court of the 17 th Judicial Circuit for
Broward County, Florida.
  46




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 1A.
    
    Risk Factors.
 Nonperforming assets take significant time to resolve and adversely affect our results of
operations and financial condition, and could result in further losses in the future.
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  Shares purchased by  BFC Financial Corporation:
 Total Number of
    
    Average PricePeriod
    
    Shares Purchased
    
    Per ShareJuly, 2009
    
    
    
    
    
    
    August, 2009
    
    
    
    
    
    
    September, 2009
    
    
    14,943,622
    (1)
    
    $
    2.00
 
 (1)
    
    Represents shares purchased in the Companys rights offering to its shareholders
which was completed on September 29, 2009. 47




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 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
 
 Signatures
  BANKATLANTIC BANCORP, INC.
 November 9, 2009
    
    
    
    By:
    
    /s/ Alan B. LevanDate
    
    
    
    
    
    Alan B. LevanChief Executive Officer/Chairman/PresidentNovember 9, 2009
    
    
    
    By:
    
    /s/ Valerie C. ToalsonDate
    
    
    
    
    
    Valerie C. ToalsonExecutive Vice President,Chief Financial Officer
 48