##### 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 June 30, 2008
 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 file number 34-027228
 BankAtlantic Bancorp, Inc.
  Florida
    
    65-0507804(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2100 West Cypress Creek RoadFort Lauderdale, Florida
(Address of principal executive offices)
    
    33309
(Zip Code)
 (954) 940-5000
 Not Applicable
  x o
   Large accelerated filer o
    
    Accelerated
filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o x
  Outstanding atTitle of Each Class
    
    August 1, 2008Class A Common Stock, par value $0.01 per share
    
    51,410,037Class B Common Stock, par value $0.01 per share
    
    4,876,124




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##### 



TABLE OF CONTENTS
 Page ReferencePart
I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3-19Consolidated Statements of Financial Condition  June 30, 2008 and December 31, 2007  Unaudited
    
    
    3Consolidated Statements of Operations  For the Three and Six Months Ended June 30, 2008 and 2007  Unaudited
    
    
    4Consolidated Statements of Stockholders Equity and Comprehensive Income  For the Six Months Ended June 30, 2008 and 2007  Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Six Months Ended June 30, 2008 and 2007  Unaudited
    
    
    6Notes to Consolidated Financial Statements  Unaudited
    
    
    7-19Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19-33Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4.
    
    Controls and Procedures
    
    
    34Part II.
    
    OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    35Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    35Item 6.
    
    Exhibits
    
    
    36Signatures
    
    
    36EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 June 30,
    
    
    December 31,(In thousands, except share data)
    
    2008
    
    
    2007ASSETSCash and cash equivalents
    
    $
    308,554
    
    
    
    124,574Securities available for sale and other financial
instruments (at fair value)
    
    
    772,280
    
    
    
    936,024Investment securities at cost or amortized cost
(approximate fair value: $2,036 and $44,688)
    
    
    2,036
    
    
    
    39,617Tax certificates net of allowance of $4,010 and $3,289
    
    
    416,084
    
    
    
    188,401Federal Home Loan Bank stock, at cost which
approximates fair value
    
    
    85,657
    
    
    
    74,003Residential loans held for sale
    
    
    5,163
    
    
    
    4,087Loans receivable, net of allowance for loan losses of
$106,126 and $94,020
    
    
    4,437,366
    
    
    
    4,520,101Accrued interest receivable
    
    
    43,330
    
    
    
    46,271Real estate held for development and sale
    
    
    12,330
    
    
    
    20,037Assets held for sale
    
    
    10,924
    
    
    
    13,704Real estate owned
    
    
    20,298
    
    
    
    17,216Office properties and equipment, net
    
    
    222,484
    
    
    
    243,863Deferred tax asset, net
    
    
    64,258
    
    
    
    32,064Goodwill and other intangibles
    
    
    75,200
    
    
    
    75,886Other assets
    
    
    39,011
    
    
    
    42,969Total assets
    
    $
    6,514,975
    
    
    
    6,378,817LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    3,043,837
    
    
    
    3,129,194Non-interest bearing deposits
    
    
    891,142
    
    
    
    824,211Total deposits
    
    
    3,934,979
    
    
    
    3,953,405Advances from FHLB
    
    
    1,657,036
    
    
    
    1,397,044Short term borrowings
    
    
    128,209
    
    
    
    167,240Subordinated debentures and mortgage-backed bonds
    
    
    26,287
    
    
    
    26,654Junior subordinated debentures
    
    
    294,195
    
    
    
    294,195Other liabilities
    
    
    66,063
    
    
    
    80,958Total liabilities
    
    
    6,106,769
    
    
    
    5,919,496Commitments and contingencies (See Note 12)Stockholders equity:Class A common stock, issued and outstanding
51,256,912 and 51,196,175 shares
    
    
    513
    
    
    
    512Class B common stock, issued and outstanding
4,876,124 and 4,876,124 shares
    
    
    49
    
    
    
    49Additional paid-in capital
    
    
    218,922
    
    
    
    216,692Retained earnings
    
    
    192,780
    
    
    
    236,150Total stockholders equity before accumulated
other comprehensive income
    
    
    412,264
    
    
    
    453,403Accumulated other comprehensive income
    
    
    (4,058
    )
    
    
    5,918Total stockholders equity
    
    
    408,206
    
    
    
    459,321Total liabilities and stockholders equity
    
    $
    6,514,975
    
    
    
    6,378,817
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 (In thousands, except share and per share data)
    
    For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest income:Interest and fees on loans
    
    $
    61,583
    
    
    
    79,914
    
    
    
    129,719
    
    
    
    159,501Interest and dividends on taxable securities
    
    
    11,978
    
    
    
    6,293
    
    
    
    23,995
    
    
    
    12,441Interest on tax certificates
    
    
    4,926
    
    
    
    3,768
    
    
    
    8,491
    
    
    
    7,777Interest on tax exempt securities
    
    
    
    
    
    
    3,800
    
    
    
    14
    
    
    
    7,596Total interest income
    
    
    78,487
    
    
    
    93,775
    
    
    
    162,219
    
    
    
    187,315Interest expense:Interest on deposits
    
    
    14,508
    
    
    
    21,473
    
    
    
    33,101
    
    
    
    40,475Interest on advances from FHLB
    
    
    12,433
    
    
    
    18,103
    
    
    
    27,379
    
    
    
    36,826Interest on short term borrowings
    
    
    725
    
    
    
    2,010
    
    
    
    2,004
    
    
    
    4,565Interest on debentures and bonds payable
    
    
    5,220
    
    
    
    6,136
    
    
    
    11,503
    
    
    
    12,250Total interest expense
    
    
    32,886
    
    
    
    47,722
    
    
    
    73,987
    
    
    
    94,116Net interest income
    
    
    45,601
    
    
    
    46,053
    
    
    
    88,232
    
    
    
    93,199Provision for loan losses
    
    
    47,247
    
    
    
    4,917
    
    
    
    90,135
    
    
    
    12,378Net interest (loss) income after
provision for loan losses
    
    
    (1,646
    )
    
    
    41,136
    
    
    
    (1,903
    )
    
    
    80,821Non-interest income:Service charges on deposits
    
    
    24,466
    
    
    
    25,808
    
    
    
    48,480
    
    
    
    50,403Other service charges and fees
    
    
    7,121
    
    
    
    7,524
    
    
    
    14,554
    
    
    
    14,557Securities activities, net
    
    
    8,965
    
    
    
    8,813
    
    
    
    4,227
    
    
    
    10,368Other
    
    
    3,324
    
    
    
    3,339
    
    
    
    7,254
    
    
    
    6,908Total non-interest income
    
    
    43,876
    
    
    
    45,484
    
    
    
    74,515
    
    
    
    82,236Non-interest expense:Employee compensation and benefits
    
    
    33,181
    
    
    
    37,908
    
    
    
    68,336
    
    
    
    78,998Occupancy and equipment
    
    
    16,172
    
    
    
    15,927
    
    
    
    32,558
    
    
    
    31,871Advertising and business promotion
    
    
    3,662
    
    
    
    4,209
    
    
    
    8,557
    
    
    
    10,067Check losses
    
    
    2,101
    
    
    
    2,731
    
    
    
    4,819
    
    
    
    4,588Professional fees
    
    
    2,219
    
    
    
    1,368
    
    
    
    4,979
    
    
    
    3,081Supplies and postage
    
    
    1,282
    
    
    
    1,632
    
    
    
    2,288
    
    
    
    3,485Telecommunication
    
    
    1,331
    
    
    
    1,556
    
    
    
    2,833
    
    
    
    2,937Impairment, restructuring and exit activities
    
    
    5,952
    
    
    
    1,122
    
    
    
    5,837
    
    
    
    3,675Other
    
    
    7,839
    
    
    
    6,724
    
    
    
    13,565
    
    
    
    13,968Total non-interest expense
    
    
    73,739
    
    
    
    73,177
    
    
    
    143,772
    
    
    
    152,670(Loss) income from continuing
operations before income taxes
    
    
    (31,509
    )
    
    
    13,443
    
    
    
    (71,160
    )
    
    
    10,387(Benefit) provision for income taxes
    
    
    (12,146
    )
    
    
    1,715
    
    
    
    (27,233
    )
    
    
    863(Loss) income from continuing operations
    
    
    (19,363
    )
    
    
    11,728
    
    
    
    (43,927
    )
    
    
    9,524Discontinued operations (less applicable
income tax (benefit) provision
of $0, ($58), $603 and ($4,124)
    
    
    
    
    
    
    (108
    )
    
    
    1,121
    
    
    
    7,812Net (loss) income
    
    $
    (19,363
    )
    
    
    11,620
    
    
    
    (42,806
    )
    
    
    17,336Basic (loss) earnings per shareContinuing operations
    
    $
    (0.35
    )
    
    
    0.20
    
    
    
    (0.78
    )
    
    
    0.16Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    0.13Basic (loss) earnings per share
    
    $
    (0.35
    )
    
    
    0.20
    
    
    
    (0.76
    )
    
    
    0.29Diluted (loss) earnings per shareContinuing operations
    
    $
    (0.35
    )
    
    
    0.20
    
    
    
    (0.78
    )
    
    
    0.16Discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.02
    
    
    
    0.12Diluted (loss) earnings per share
    
    $
    (0.35
    )
    
    
    0.19
    
    
    
    (0.76
    )
    
    
    0.28Basic weighted average number of
common shares outstanding
    
    
    56,117,474
    
    
    
    59,189,556
    
    
    
    56,107,032
    
    
    
    59,908,285Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    56,117,474
    
    
    
    59,929,238
    
    
    
    56,107,032
    
    
    
    60,921,567
  4




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2007 and 2008-Unaudited
 Accumul-atedAddi-
    
    
    
    
    
    
    OtherCompre-
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    611
    
    
    
    260,460
    
    
    
    265,089
    
    
    
    (1,178
    )
    
    
    524,982Net income
    
    
    17,336
    
    
    
    
    
    
    
    
    
    
    
    17,336
    
    
    
    
    
    
    
    17,336Other comprehensive loss, net of tax:Unrealized gains on securities available for sale
(less income tax expense of $3,229)
    
    
    7,033Reclassification adjustment for net gain
included in net income (less income tax
expense of $1,668)
    
    
    (3,633
    )Other comprehensive income
    
    
    3,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,400
    
    
    
    3,400Comprehensive income
    
    $
    20,736Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,443
    )
    
    
    
    
    
    
    (4,443
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (400
    )
    
    
    
    
    
    
    (400
    )Cumulative effect adjustment upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    700Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    4
    
    
    
    2,220
    
    
    
    
    
    
    
    
    
    
    
    2,224Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,250
    
    
    
    
    
    
    
    
    
    
    
    1,250Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (34
    )
    
    
    (36,368
    )
    
    
    
    
    
    
    
    
    
    
    (36,402
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    4,077
    
    
    
    
    
    
    
    
    
    
    
    4,077BALANCE, JUNE 30, 2007
    
    
    
    
    
    
    581
    
    
    
    231,639
    
    
    
    278,282
    
    
    
    2,222
    
    
    
    512,724BALANCE, DECEMBER 31, 2007
    
    
    
    
    
    $
    561
    
    
    
    216,692
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321Net loss
    
    
    (42,806
    )
    
    
    
    
    
    
    
    
    
    
    (42,806
    )
    
    
    
    
    
    
    (42,806
    )Other comprehensive loss, net of tax:Unrealized losses on securities available for sale
(less income tax benefit of $4,441)
    
    
    (8,166
    )Reclassification adjustment for net gains
included in net loss (less income tax
expense of $984)
    
    
    (1,810
    )Other comprehensive loss
    
    
    (9,976
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,976
    )
    
    
    (9,976
    )Comprehensive loss
    
    $
    (52,782
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (514
    )
    
    
    
    
    
    
    (514
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    
    
    
    
    (50
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    1
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    104Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    (42
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,169
    
    
    
    
    
    
    
    
    
    
    
    2,169BALANCE, JUNE 30, 2008
    
    
    
    
    
    
    562
    
    
    
    218,922
    
    
    
    192,780
    
    
    
    (4,058
    )
    
    
    408,206
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Six MonthsEnded June 30,(In thousands)
    
    2008
    
    
    2007Net cash provided by operating activities
    
    $
    23,063
    
    
    
    15,463Investing activities:Proceeds from redemption and maturities of investment
securities
    
    
    
    
    
    
    3,978Proceeds from redemption and maturities of tax certificates
    
    
    82,519
    
    
    
    94,865Purchase of investment securities
    
    
    
    
    
    
    (11,928
    )Purchase of tax certificates
    
    
    (311,011
    )
    
    
    (130,164
    )Purchase of securities available for sale
    
    
    (254,253
    )
    
    
    (122,158
    )Proceeds from sales and maturities of securities
available for sale
    
    
    446,062
    
    
    
    150,574Purchases of FHLB stock
    
    
    (31,140
    )
    
    
    (4,950
    )Redemption of FHLB stock
    
    
    19,486
    
    
    
    11,164Investments in unconsolidated subsidiaries
    
    
    
    
    
    
    (3,592
    )Distributions from unconsolidated subsidiaries
    
    
    1,792
    
    
    
    7,889Net increase in loans
    
    
    (20,787
    )
    
    
    (36,918
    )Proceeds from the sale of loans receivable
    
    
    10,100
    
    
    
    Improvements to real estate owned
    
    
    (19
    )
    
    
    (1,762
    )Proceeds from sales of real estate owned
    
    
    1,054
    
    
    
    732Net additions to office properties and equipment
    
    
    (4,546
    )
    
    
    (32,670
    )Net cash outflows from the sale of Central Florida stores
    
    
    (4,491
    )
    
    
    Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    2,628Net cash used in investing activities
    
    
    (65,234
    )
    
    
    (72,312
    )Financing activities:Net increase in deposits
    
    
    6,051
    
    
    
    150,107Net proceeds (repayments) of FHLB advances
    
    
    260,000
    
    
    
    (120,000
    )Decrease in securities sold under agreements
to repurchase
    
    
    (5,056
    )
    
    
    (24,492
    )(Decrease) increase in federal funds purchased
    
    
    (33,975
    )
    
    
    78,636Repayment of notes and bonds payable
    
    
    (409
    )
    
    
    (526
    )Excess tax benefits from share-based compensation
    
    
    
    
    
    
    1,250Proceeds from issuance of junior subordinated debentures
    
    
    
    
    
    
    25,000Proceeds from issuance of Class A common stock
    
    
    104
    
    
    
    2,224Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (36,402
    )Common stock dividends
    
    
    (564
    )
    
    
    (4,843
    )Net cash provided by financing activities
    
    
    226,151
    
    
    
    70,954Increase in cash and cash equivalents
    
    
    183,980
    
    
    
    14,105Cash and cash equivalents in discontinued operations
assets held for sale at beginning of period
    
    
    
    
    
    
    3,285Cash and cash equivalents in discontinued operations
assets held for sale at disposal date
    
    
    
    
    
    
    (6,294
    )Cash and cash equivalents at the beginning of period
    
    
    124,574
    
    
    
    138,904Cash and cash equivalents at end of period
    
    $
    308,554
    
    
    
    150,000
  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
      2. Fair Value Measurement
      7




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    Fair Value Measurements at June 30, 2008 UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed
securities
    
    $
    574,322
    
    
    
    
    
    
    
    574,322
    
    
    
    REMICS
    
    
    180,084
    
    
    
    
    
    
    
    180,084
    
    
    
    Bonds
    
    
    482
    
    
    
    
    
    
    
    
    
    
    
    482Equity securities
    
    
    4,135
    
    
    
    763
    
    
    
    
    
    
    
    3,372Stifel warrants
    
    
    13,257
    
    
    
    
    
    
    
    
    
    
    
    13,257Total
    
    $
    772,280
    
    
    
    763
    
    
    
    754,406
    
    
    
    17,111
    Stifel
    
    
    EquityBonds
    
    
    Warrants
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    481
    
    
    
    8,805
    
    
    
    4,348
    
    
    
    13,634Total gains and losses
(realized/unrealized)
Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    4,452
    
    
    
    
    
    
    
    4,452Included in other comprehensive
income
    
    
    1
    
    
    
    
    
    
    
    (976
    )
    
    
    (975
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111
  8




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Stifel
    
    
    EquityBonds
    
    
    Warrants
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    681
    
    
    
    10,661
    
    
    
    5,133
    
    
    
    16,475Total gains and losses
(realized/unrealized)
Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    2,596
    
    
    
    
    
    
    
    2,596Included in other comprehensive
income
    
    
    1
    
    
    
    
    
    
    
    (1,761
    )
    
    
    (1,760
    )Purchases, issuances, and settlements
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    (200
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111
   Mortgage-backed Securities and REMICs
  Bonds and Equity Securities
  Stifel Warrants
  9




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Fair Value Measurements at June 30, 2008 UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for impairment
using the fair value of the
collateral
    
    $
    123,690
    
    
    
    
    
    
    
    
    
    
    
    123,690
    
    
    
    64,729Private equity investment
    
    
    536
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    1,148Total
    
    $
    124,226
    
    
    
    
    
    
    
    
    
    
    
    124,226
    
    
    
    65,877
  Loans Measured For Impairment
  Private Equity Investment
  3. Discontinued Operations
  10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 4. Impairments, Restructuring Charges and Exit Activities
  EmployeeTerminationBenefits
    
    
    Contract
    
    
    TotalLiability
    
    
    Liability
    
    
    LiabilityBalance at January 1, 2007
    
    $
    
    
    
    
    
    
    
    
    Expense incurred
    
    
    2,317
    
    
    
    
    
    
    
    2,317Amount paid
    
    
    (1,587
    )
    
    
    
    
    
    
    (1,587
    )Balance at June 30, 2007
    
    $
    730
    
    
    
    
    
    
    
    730Balance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expense incurred
    
    
    2,095
    
    
    
    361
    
    
    
    2,456Amounts paid or amortized
    
    
    (1,105
    )
    
    
    (288
    )
    
    
    (1,393
    )Balance at June 30, 2008
    
    $
    1,092
    
    
    
    1,063
    
    
    
    2,155
     For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Asset impairment
    
    $
    3,448
    
    
    
    1,122
    
    
    
    3,448
    
    
    
    1,122Employee termination costs
    
    
    2,081
    
    
    
    
    
    
    
    2,081
    
    
    
    2,553Lease termination costs
    
    
    168
    
    
    
    
    
    
    
    53
    
    
    
    Loss on branch sale
    
    
    255
    
    
    
    
    
    
    
    255
    
    
    
    Total
restructuring charges, impairment and exit
activities
    
    $
    5,952
    
    
    
    1,122
    
    
    
    5,837
    
    
    
    3,675
 11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  AmountAssets sold:Loans
    
    $
    6,470Property & Equipment
    
    
    13,373Total assets sold
    
    
    19,843Liabilities transferred:Deposits
    
    
    (24,477
    )Other liabilities
    
    
    (346
    )Total liabilities transferred
    
    
    (24,823
    )Deposit premium
    
    
    654Transaction costs
    
    
    (165
    )Net cash outflows from sales of stores
    
    $
    (4,491
    )
  5. Securities Activities, Net
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Gain (loss) on sale of Stifel
common stock
    
    $
    3,703
    
    
    
    
    
    
    
    (955
    )
    
    
    Gain from sales of managed
investment funds
    
    
    
    
    
    
    2,519
    
    
    
    130
    
    
    
    4,966Gain on sale of agency securities
    
    
    940
    
    
    
    212
    
    
    
    1,281
    
    
    
    352Gain from sale of equity
securities
    
    
    1,018
    
    
    
    
    
    
    
    1,018
    
    
    
    481(Loss) gain from private
equity investments
    
    
    (1,148
    )
    
    
    
    
    
    
    157
    
    
    
    Unrealized gain on Stifel
warrants
    
    
    4,452
    
    
    
    6,082
    
    
    
    2,596
    
    
    
    4,569Securities activities, net
    
    $
    8,965
    
    
    
    8,813
    
    
    
    4,227
    
    
    
    10,368
 12




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 6. Loans Receivable
  June 30,
    
    
    December 31,2008
    
    
    2007Real estate loans:Residential
    
    $
    2,034,298
    
    
    
    2,155,752Builder land loans
    
    
    93,005
    
    
    
    149,564Land acquisition and development
    
    
    191,750
    
    
    
    202,177Land acquisition, development and
construction
    
    
    117,317
    
    
    
    151,321Construction and development
    
    
    280,054
    
    
    
    265,163Commercial
    
    
    628,441
    
    
    
    530,566Consumer  home equity
    
    
    707,713
    
    
    
    676,262Small business
    
    
    213,841
    
    
    
    211,797Other loans:Commercial business
    
    
    141,191
    
    
    
    131,044Small business  non-mortgage
    
    
    105,753
    
    
    
    105,867Consumer loans
    
    
    14,684
    
    
    
    15,667Deposit overdrafts
    
    
    11,995
    
    
    
    15,005Total gross loans
    
    
    4,540,042
    
    
    
    4,610,185Adjustments:Premiums, discounts and net deferred fees
    
    
    3,450
    
    
    
    3,936Allowance for loan losses
    
    
    (106,126
    )
    
    
    (94,020
    )Loans receivable  net
    
    $
    4,437,366
    
    
    
    4,520,101Loans held for sale
    
    $
    5,163
    
    
    
    4,087
 Allowance for Loan Losses (in thousands):
 For the Three Months
    
    
    For the Six MonthsEnded June 30
    
    
    Ended June 302008
    
    
    2007
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    89,836
    
    
    
    50,373
    
    
    
    94,020
    
    
    
    43,602Loans charged-off
    
    
    (31,401
    )
    
    
    (1,797
    )
    
    
    (78,648
    )
    
    
    (2,924
    )Recoveries of loans
previously charged-off
    
    
    444
    
    
    
    1,261
    
    
    
    619
    
    
    
    1,698Net (charge-offs)
    
    
    (30,957
    )
    
    
    (536
    )
    
    
    (78,029
    )
    
    
    (1,226
    )Provision for loan losses
    
    
    47,247
    
    
    
    4,917
    
    
    
    90,135
    
    
    
    12,378Balance, end of period
    
    $
    106,126
    
    
    
    54,754
    
    
    
    106,126
    
    
    
    54,754
  June 30, 2008
    
    
    December 31, 2007Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    67,045
    
    
    
    18,633
    
    
    
    113,955
    
    
    
    17,809Impaired loans without
specific
valuation allowances
    
    
    109,395
    
    
    
    
    
    
    
    67,124
    
    
    
    Total
    
    $
    176,440
    
    
    
    18,633
    
    
    
    181,079
    
    
    
    17,809
 13




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  7. Assets Held for Sale
  June 30,
    
    
    December 31,2008
    
    
    2007Branch facilities held for sale
    
    $
    10,924
    
    
    
    13,704
  8. Income Taxes
  9. Goodwill
  10. Related Parties
   14




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Non-interest income:Other  office facilities
    
    $
    122
    
    
    
    92
    
    
    
    177
    
    
    
    132Non-interest expense:Employee compensation
benefits
    
    
    (33
    )
    
    
    (50
    )
    
    
    (88
    )
    
    
    (105
    )Other  back-office support
    
    
    (447
    )
    
    
    (357
    )
    
    
    (775
    )
    
    
    (751
    )Net effect of related party
transactions before income
taxes
    
    $
    (358
    )
    
    
    (315
    )
    
    
    (686
    )
    
    
    (724
    )
   Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    268,943
    
    
    $
    9.69Options nonvested
    
    
    68,050
    
    
    $
    18.57
   11. Segment Reporting
  15




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Reportable
Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operations.Parent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities.
   Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Three Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2008Net interest income
(expense)
    
    $
    49,923
    
    
    
    (4,322
    )
    
    
    
    
    
    
    45,601Provision for loan losses
    
    
    (37,801
    )
    
    
    (9,446
    )
    
    
    
    
    
    
    (47,247
    )Non-interest income
    
    
    36,728
    
    
    
    7,412
    
    
    
    (264
    )
    
    
    43,876Non-interest expense
    
    
    (72,337
    )
    
    
    (1,666
    )
    
    
    264
    
    
    
    (73,739
    )Segment losses before
income taxes
    
    
    (23,487
    )
    
    
    (8,022
    )
    
    
    
    
    
    
    (31,509
    )Benefit for income taxes
    
    
    9,428
    
    
    
    2,718
    
    
    
    
    
    
    
    12,146Segment net loss
    
    $
    (14,059
    )
    
    
    (5,304
    )
    
    
    
    
    
    
    (19,363
    )Total assets
    
    $
    6,369,148
    
    
    
    704,430
    
    
    
    (558,603
    )
    
    
    6,514,9752007Net interest income
(expense)
    
    $
    50,914
    
    
    
    (4,861
    )
    
    
    
    
    
    
    46,053Provision for loan losses
    
    
    (4,917
    )
    
    
    
    
    
    
    
    
    
    
    (4,917
    )Non-interest income
    
    
    36,686
    
    
    
    9,014
    
    
    
    (216
    )
    
    
    45,484Non-interest expense
    
    
    (71,524
    )
    
    
    (1,869
    )
    
    
    216
    
    
    
    (73,177
    )Segment profits
before income taxes
    
    
    11,159
    
    
    
    2,284
    
    
    
    
    
    
    
    13,443Provision for income taxes
    
    
    (754
    )
    
    
    (961
    )
    
    
    
    
    
    
    (1,715
    )Segment net income
    
    $
    10,405
    
    
    
    1,323
    
    
    
    
    
    
    
    11,728Total assets
    
    $
    6,272,061
    
    
    
    806,153
    
    
    
    (583,167
    )
    
    
    6,495,047
 16




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Six Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2008Net interest income (expense)
    
    $
    97,928
    
    
    
    (9,696
    )
    
    
    
    
    
    
    88,232Provision for loan losses
    
    
    (80,689
    )
    
    
    (9,446
    )
    
    
    
    
    
    
    (90,135
    )Non-interest income
    
    
    72,281
    
    
    
    2,766
    
    
    
    (532
    )
    
    
    74,515Non-interest expense
    
    
    (140,963
    )
    
    
    (3,341
    )
    
    
    532
    
    
    
    (143,772
    )Segment losses before
income taxes
    
    
    (51,443
    )
    
    
    (19,717
    )
    
    
    
    
    
    
    (71,160
    )Benefit for income taxes
    
    
    20,403
    
    
    
    6,830
    
    
    
    
    
    
    
    27,233Segment net loss
    
    $
    (31,040
    )
    
    
    (12,887
    )
    
    
    
    
    
    
    (43,927
    )2007Net interest income (expense)
    
    $
    102,984
    
    
    
    (9,785
    )
    
    
    
    
    
    
    93,199Provision for loan losses
    
    
    (12,378
    )
    
    
    
    
    
    
    
    
    
    
    (12,378
    )Non-interest income
    
    
    71,733
    
    
    
    10,908
    
    
    
    (405
    )
    
    
    82,236Non-interest expense
    
    
    (150,294
    )
    
    
    (2,781
    )
    
    
    405
    
    
    
    (152,670
    )Segment profits (losses)
before income taxes
    
    
    12,045
    
    
    
    (1,658
    )
    
    
    
    
    
    
    10,387(Provision) benefit for
income taxes
    
    
    (1,001
    )
    
    
    138
    
    
    
    
    
    
    
    (863
    )Segment net income (loss)
    
    $
    11,044
    
    
    
    (1,520
    )
    
    
    
    
    
    
    9,524
 12. Financial Instruments with Off-balance Sheet Risk
  June 30,
    
    
    December 31,2008
    
    
    2007Commitments to sell fixed rate residential loans
    
    $
    19,628
    
    
    
    21,029Commitments to sell variable rate residential loans
    
    
    394
    
    
    
    1,518Commitments to purchase variable rate residential
loans
    
    
    
    
    
    
    39,921Commitments to purchase fixed rate residential loans
    
    
    
    
    
    
    21,189Commitments to purchase commercial loans
    
    
    6,600
    
    
    
    Commitments to originate loans held for sale
    
    
    14,859
    
    
    
    18,344Commitments to originate loans held to maturity
    
    
    69,579
    
    
    
    158,589Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    790,250
    
    
    
    992,838Standby letters of credit
    
    
    21,029
    
    
    
    41,151Commercial lines of credit
    
    
    82,325
    
    
    
    96,786
  17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 13. Earnings per Share
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Basic (loss) earnings per share:Numerator:(Loss) income from continuing
operations
    
    $
    (19,363
    )
    
    
    11,728
    
    
    
    (43,927
    )
    
    
    9,524Discontinued operations
    
    
    
    
    
    
    (108
    )
    
    
    1,121
    
    
    
    7,812Net (loss) income
    
    $
    (19,363
    )
    
    
    11,620
    
    
    
    (42,806
    )
    
    
    17,336Denominator:Basic weighted average number of
common shares outstanding
    
    
    56,117,474
    
    
    
    59,189,556
    
    
    
    56,107,032
    
    
    
    59,908,285Basic earnings (loss) per share from:Continuing operations
    
    $
    (0.35
    )
    
    
    0.20
    
    
    
    (0.78
    )
    
    
    0.16Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    0.13Basic (loss) earnings per share
    
    $
    (0.35
    )
    
    
    0.20
    
    
    
    (0.76
    )
    
    
    0.29Diluted earnings per shareNumerator:(Loss) income from continuing
operations
    
    $
    (19,363
    )
    
    
    11,728
    
    
    
    (43,927
    )
    
    
    9,524Discontinued operations
    
    
    
    
    
    
    (108
    )
    
    
    1,121
    
    
    
    7,812Net (loss) income
    
    $
    (19,363
    )
    
    
    11,620
    
    
    
    (42,806
    )
    
    
    17,336Denominator:Basic weighted average number of
common shares outstanding
    
    
    56,117,474
    
    
    
    59,189,556
    
    
    
    56,107,032
    
    
    
    59,908,285Stock-based compensation
    
    
    
    
    
    
    739,682
    
    
    
    
    
    
    
    1,013,282Diluted weighted average shares
outstanding
    
    
    56,117,474
    
    
    
    59,929,238
    
    
    
    56,107,032
    
    
    
    60,921,567Diluted earnings (loss) per share
from:Continuing operations
    
    $
    (0.35
    )
    
    
    0.20
    
    
    
    (0.78
    )
    
    
    0.16Discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.02
    
    
    
    0.12Diluted (loss) earnings per share
    
    $
    (0.35
    )
    
    
    0.19
    
    
    
    (0.76
    )
    
    
    0.28Cash dividends per share:Class A share
    
    $
    0.005
    
    
    
    0.041
    
    
    
    0.010
    
    
    
    0.082Class B share
    
    $
    0.005
    
    
    
    0.041
    
    
    
    0.010
    
    
    
    0.082
  14. New Accounting Pronouncements
 Business Combinations
  18




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Noncontrolling Interests in Consolidated
Financial StatementsAn Amendment of ARB No. 51
 Disclosures about Derivative
Instruments and Hedging Activities
  
 Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Critical Accounting Policies
  Accounting for Deferred Tax Asset Valuation Allowance
    20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Consolidated Results of Operations
  For the Three Months Ended June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    ChangeBankAtlantic
    
    $
    (14,059
    )
    
    
    10,405
    
    
    
    (24,464
    )Parent Company
    
    
    (5,304
    )
    
    
    1,323
    
    
    
    (6,627
    )Net (loss) income
    
    $
    (19,363
    )
    
    
    11,728
    
    
    
    (31,091
    )
 For the Three Months Ended June 30, 2008 Compared to the Same 2007 Period:
   For the Six Months Ended June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    ChangeBankAtlantic
    
    $
    (31,040
    )
    
    
    11,044
    
    
    
    (42,084
    )Parent Company
    
    
    (12,887
    )
    
    
    (1,520
    )
    
    
    (11,367
    )Net (loss) income
    
    $
    (43,927
    )
    
    
    9,524
    
    
    
    (53,451
    )
 For the Six Months Ended June 30, 2008 Compared to the Same 2007 Period:
  21




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedJune 30, 2008
    
    
    June 30, 2007Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate(in thousands)Total loans
    
    $
    4,470,868
    
    
    
    61,466
    
    
    
    5.50
    
    
    $
    4,677,890
    
    
    
    79,913
    
    
    
    6.83Investments  tax exempt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    398,435
    
    
    
    5,846
    (1)
    
    
    5.87Investments  taxable
    
    
    1,098,822
    
    
    
    16,615
    
    
    
    6.05
    
    
    
    614,163
    
    
    
    9,506
    
    
    
    6.19Total interest earning assets
    
    
    5,569,690
    
    
    
    78,081
    
    
    
    5.61
    %
    
    
    5,690,488
    
    
    
    95,265
    
    
    
    6.70
    %Goodwill and core deposit intangibles
    
    
    75,401
    
    
    
    
    
    
    
    
    
    
    
    76,784Other non-interest earning assets
    
    
    433,038
    
    
    
    
    
    
    
    
    
    
    
    436,982Total Assets
    
    $
    6,078,129
    
    
    
    
    
    
    
    
    
    
    $
    6,204,254Deposits:Savings
    
    $
    552,094
    
    
    
    1,284
    
    
    
    0.94
    %
    
    $
    605,940
    
    
    
    3,401
    
    
    
    2.25
    %NOW
    
    
    941,964
    
    
    
    1,898
    
    
    
    0.81
    
    
    
    782,018
    
    
    
    1,749
    
    
    
    0.90Money market
    
    
    617,013
    
    
    
    2,427
    
    
    
    1.58
    
    
    
    677,545
    
    
    
    4,789
    
    
    
    2.84Certificates of deposit
    
    
    917,133
    
    
    
    8,899
    
    
    
    3.90
    
    
    
    993,458
    
    
    
    11,535
    
    
    
    4.66Total interest bearing deposits
    
    
    3,028,204
    
    
    
    14,508
    
    
    
    1.93
    
    
    
    3,058,961
    
    
    
    21,474
    
    
    
    2.82Short-term borrowed funds
    
    
    166,031
    
    
    
    788
    
    
    
    1.91
    
    
    
    157,230
    
    
    
    2,091
    
    
    
    5.33Advances from FHLB
    
    
    1,389,835
    
    
    
    12,433
    
    
    
    3.60
    
    
    
    1,344,855
    
    
    
    18,102
    
    
    
    5.40Long-term debt
    
    
    26,274
    
    
    
    429
    
    
    
    6.57
    
    
    
    29,373
    
    
    
    638
    
    
    
    8.71Total interest bearing liabilities
    
    
    4,610,344
    
    
    
    28,158
    
    
    
    2.46
    
    
    
    4,590,419
    
    
    
    42,305
    
    
    
    3.70Demand deposits
    
    
    878,906
    
    
    
    
    
    
    
    
    
    
    
    989,434Non-interest bearing other liabilities
    
    
    45,770
    
    
    
    
    
    
    
    
    
    
    
    50,800Total Liabilities
    
    
    5,535,020
    
    
    
    
    
    
    
    
    
    
    
    5,630,653Stockholders equity
    
    
    543,109
    
    
    
    
    
    
    
    
    
    
    
    573,601Total liabilities and stockholders
equity
    
    $
    6,078,129
    
    
    
    
    
    
    
    
    
    
    $
    6,204,254Net tax equivalent interest income/
net interest spread
    
    
    
    
    
    $
    49,923
    
    
    
    3.15
    %
    
    
    
    
    
    $
    52,960
    
    
    
    3.00
    %Tax equivalent adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,046
    )Net interest income
    
    
    
    
    
    $
    49,923
    
    
    
    
    
    
    
    
    
    
    $
    50,914MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.61
    %
    
    
    
    
    
    
    
    
    
    
    6.70
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.03
    
    
    
    
    
    
    
    
    
    
    
    2.98Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.58
    %
    
    
    
    
    
    
    
    
    
    
    3.72
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. For the Three Months Ended June 30, 2008 Compared to the Same 2007 Period:
   22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Average Balance Sheet - Yield / Rate AnalysisFor the Six Months EndedJune 30, 2008
    
    
    June 30, 2007Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,554,307
    
    
    
    129,602
    
    
    
    5.69
    
    
    $
    4,664,280
    
    
    
    159,501
    
    
    
    6.84Investments  tax exempt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397,410
    
    
    
    11,648
    (1)
    
    
    5.86Investments  taxable
    
    
    1,065,268
    
    
    
    31,837
    
    
    
    5.98
    
    
    
    616,873
    
    
    
    19,202
    
    
    
    6.23Total interest earning assets
    
    
    5,619,575
    
    
    
    161,439
    
    
    
    5.75
    %
    
    
    5,678,563
    
    
    
    190,351
    
    
    
    6.70Goodwill and core deposit intangibles
    
    
    75,560
    
    
    
    
    
    
    
    
    
    
    
    76,960Other non-interest earning assets
    
    
    424,767
    
    
    
    
    
    
    
    
    
    
    
    431,552Total Assets
    
    $
    6,119,902
    
    
    
    
    
    
    
    
    
    
    $
    6,187,075Deposits:Savings
    
    $
    559,271
    
    
    
    3,302
    
    
    
    1.19
    %
    
    $
    567,899
    
    
    
    5,971
    
    
    
    2.12NOW
    
    
    934,173
    
    
    
    4,581
    
    
    
    0.99
    
    
    
    776,548
    
    
    
    3,261
    
    
    
    0.85Money market
    
    
    613,038
    
    
    
    5,585
    
    
    
    1.83
    
    
    
    664,039
    
    
    
    8,727
    
    
    
    2.65Certificates of deposit
    
    
    954,605
    
    
    
    19,633
    
    
    
    4.14
    
    
    
    977,674
    
    
    
    22,517
    
    
    
    4.64Total deposits
    
    
    3,061,087
    
    
    
    33,101
    
    
    
    2.17
    
    
    
    2,986,160
    
    
    
    40,476
    
    
    
    2.73Short-term borrowed funds
    
    
    167,386
    
    
    
    2,113
    
    
    
    2.54
    
    
    
    180,478
    
    
    
    4,723
    
    
    
    5.28Advances from FHLB
    
    
    1,406,790
    
    
    
    27,379
    
    
    
    3.91
    
    
    
    1,374,900
    
    
    
    36,826
    
    
    
    5.40Long-term debt
    
    
    26,365
    
    
    
    918
    
    
    
    7.00
    
    
    
    29,503
    
    
    
    1,265
    
    
    
    8.65Total interest bearing liabilities
    
    
    4,661,628
    
    
    
    63,511
    
    
    
    2.74
    
    
    
    4,571,041
    
    
    
    83,290
    
    
    
    3.67Demand deposits
    
    
    866,834
    
    
    
    
    
    
    
    
    
    
    
    989,490Non-interest bearing other liabilities
    
    
    47,298
    
    
    
    
    
    
    
    
    
    
    
    53,495Total Liabilities
    
    
    5,575,760
    
    
    
    
    
    
    
    
    
    
    
    5,614,026Stockholders equity
    
    
    544,142
    
    
    
    
    
    
    
    
    
    
    
    573,049Total liabilities and stockholders
equity
    
    $
    6,119,902
    
    
    
    
    
    
    
    
    
    
    $
    6,187,075Net interest income/net
interest spread
    
    
    
    
    
    $
    97,928
    
    
    
    3.01
    %
    
    
    
    
    
    $
    107,061
    
    
    
    3.03Tax equivalent adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,077
    )Net interest income
    
    
    
    
    
    $
    97,928
    
    
    
    
    
    
    
    
    
    
    $
    102,984MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.75
    %
    
    
    
    
    
    
    
    
    
    
    6.70Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.27
    
    
    
    
    
    
    
    
    
    
    
    2.96Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.48
    %
    
    
    
    
    
    
    
    
    
    
    3.74
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Six Months Ended June 30, 2008 Compared to the Same 2007 Period:
  Asset Quality
  June 30,
    
    
    December 31,2008
    
    
    2007NONPERFORMING ASSETSNonaccrual:Tax certificates
    
    $
    2,309
    
    
    
    2,094Loans (1)
    
    
    77,901
    
    
    
    178,591Total nonaccrual
    
    
    80,210
    
    
    
    180,685Repossessed assets:Real estate owned
    
    
    20,298
    
    
    
    17,216Total nonperforming assets
    
    $
    100,508
    
    
    
    197,901AllowancesAllowance for loan losses
    
    $
    98,424
    
    
    
    94,020Allowance for tax certificate losses
    
    
    4,010
    
    
    
    3,289Total allowances
    
    $
    102,434
    
    
    
    97,309PROBLEM LOANSContractually past due 90 days or more
    
    
    5,124
    
    
    
    Restructured loans
    
    
    3,002
    
    
    
    2,488TOTAL PROBLEM LOANS
    
    $
    8,126
    
    
    
    2,488
 
 (1)
    
    Excluded from the above table at June 30, 2008 were
$90.4 million of non-performing loans held by a subsidiary of the Parent
Company.  NetBalance
    
    
    Additional
    
    
    
    
    
    
    Transfers
    
    
    Parent
    
    
    BalanceDecember 31,
    
    
    Non-accrual
    
    
    Charge-
    
    
    to
    
    
    Company
    
    
    June 30,(in thousands)
    
    2007
    
    
    Loans (1)
    
    
    offs
    
    
    REO
    
    
    Transfer
    
    
    2008Residential
    
    $
    8,678
    
    
    
    13,544
    
    
    
    (1,651
    )
    
    
    (2,364
    )
    
    
    
    
    
    
    18,207Commercial
    
    
    165,818
    
    
    
    46,701
    
    
    
    (55,092
    )
    
    
    (1,900
    )
    
    
    (101,493
    )
    
    
    54,034Small business
    
    
    877
    
    
    
    1,948
    
    
    
    (1,660
    )
    
    
    
    
    
    
    
    
    
    
    1,165Consumer home equity
    
    
    3,218
    
    
    
    13,338
    
    
    
    (12,061
    )
    
    
    
    
    
    
    
    
    
    
    4,495Total non-accrual
loans
    
    $
    178,591
    
    
    
    75,531
    
    
    
    (70,464
    )
    
    
    (4,264
    )
    
    
    (101,493
    )
    
    
    77,901
 
 (1)
    
    Net additions to non-accrual loans include loan repayments and loan sales.  24




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
        Allowance for Loan Losses
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    83,396
    
    
    
    50,373
    
    
    
    94,020
    
    
    
    43,602Charge-offsResidential
    
    
    (1,027
    )
    
    
    (52
    )
    
    
    (1,651
    )
    
    
    (203
    )Commercial
    
    
    (14,501
    )
    
    
    
    
    
    
    (55,092
    )
    
    
    Consumer home equity
    
    
    (7,225
    )
    
    
    (744
    )
    
    
    (12,061
    )
    
    
    (1,282
    )Small business
    
    
    (464
    )
    
    
    (1,001
    )
    
    
    (1,660
    )
    
    
    (1,439
    )Total charge-offs
    
    
    (23,217
    )
    
    
    (1,797
    )
    
    
    (70,464
    )
    
    
    (2,924
    )Recoveries of loans previously charged-off
    
    
    444
    
    
    
    1,261
    
    
    
    619
    
    
    
    1,698Net charge-offs
    
    
    (22,773
    )
    
    
    (536
    )
    
    
    (69,845
    )
    
    
    (1,226
    )Transfer of specific reserves to Parent
Company
    
    
    
    
    
    
    
    
    
    
    (6,440
    )
    
    
    Provision for loan losses
    
    
    37,801
    
    
    
    4,917
    
    
    
    80,689
    
    
    
    12,378Balance, end of period
    
    $
    98,424
    
    
    
    54,754
    
    
    
    98,424
    
    
    
    54,754
 25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Builder land bank loans
    
    $
    13,965
    
    
    
    
    
    
    
    32,877
    
    
    
    Land acquisition and development
loans
    
    
    536
    
    
    
    
    
    
    
    2,756
    
    
    
    Land acquisition, development and
construction loans
    
    
    
    
    
    
    
    
    
    
    19,459
    
    
    
    Total commercial charge-offs
    
    $
    14,501
    
    
    
    
    
    
    
    55,092
    
    
    
    
   Number of(dollars in thousands)
    
    Loans
    
    
    AmountBuilder land bank loans
    
    
    7
    
    
    $
    63,986Land acquisition and development loans
    
    
    26
    
    
    
    172,292Land acquisition, development and
construction loans
    
    
    18
    
    
    
    88,062Total commercial residential loans (1)
    
    
    51
    
    
    $
    324,340
 
 (1)
    
    Excluded from the above table were $77.7 million of
commercial residential real estate loans held by a subsidiary of the
Parent Company.  BankAtlantics Non-Interest Income
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeService charges on deposits
    
    $
    24,466
    
    
    
    25,808
    
    
    
    (1,342
    )
    
    
    48,480
    
    
    
    50,403
    
    
    
    (1,923
    )Other service charges and fees
    
    
    7,121
    
    
    
    7,524
    
    
    
    (403
    )
    
    
    14,554
    
    
    
    14,557
    
    
    
    (3
    )Securities activities, net
    
    
    1,960
    
    
    
    212
    
    
    
    1,748
    
    
    
    2,301
    
    
    
    833
    
    
    
    1,468Income from unconsolidated
subsidiaries
    
    
    147
    
    
    
    509
    
    
    
    (362
    )
    
    
    1,260
    
    
    
    874
    
    
    
    386Other
    
    
    3,034
    
    
    
    2,631
    
    
    
    403
    
    
    
    5,686
    
    
    
    5,064
    
    
    
    622Non-interest income
    
    $
    36,728
    
    
    
    36,684
    
    
    
    44
    
    
    
    72,281
    
    
    
    71,731
    
    
    
    550
   26




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    BankAtlantics Non-Interest Expense
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeEmployee compensation and benefits
    
    $
    32,118
    
    
    
    36,628
    
    
    
    (4,510
    )
    
    
    66,361
    
    
    
    77,292
    
    
    
    (10,931
    )Occupancy and equipment
    
    
    16,171
    
    
    
    15,923
    
    
    
    248
    
    
    
    32,554
    
    
    
    31,865
    
    
    
    689Advertising and business promotion
    
    
    3,564
    
    
    
    4,079
    
    
    
    (515
    )
    
    
    8,425
    
    
    
    9,867
    
    
    
    (1,442
    )Check losses
    
    
    2,101
    
    
    
    2,731
    
    
    
    (630
    )
    
    
    4,819
    
    
    
    4,588
    
    
    
    231Professional fees
    
    
    2,004
    
    
    
    1,233
    
    
    
    771
    
    
    
    4,264
    
    
    
    2,853
    
    
    
    1,411Supplies and postage
    
    
    1,281
    
    
    
    1,629
    
    
    
    (348
    )
    
    
    2,284
    
    
    
    3,479
    
    
    
    (1,195
    )Telecommunication
    
    
    1,326
    
    
    
    1,548
    
    
    
    (222
    )
    
    
    2,822
    
    
    
    2,927
    
    
    
    (105
    )Restructuring charges, impairments
and exit activities
    
    
    5,952
    
    
    
    1,122
    
    
    
    4,830
    
    
    
    5,837
    
    
    
    3,675
    
    
    
    2,162Other
    
    
    7,820
    
    
    
    6,629
    
    
    
    1,191
    
    
    
    13,597
    
    
    
    13,746
    
    
    
    (149
    )Total non-interest expense
    
    $
    72,337
    
    
    
    71,522
    
    
    
    815
    
    
    
    140,963
    
    
    
    150,292
    
    
    
    (9,329
    )
   27




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
         Parent Company Results of Operations
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeNet interest expense
    
    $
    (4,324
    )
    
    
    (4,861
    )
    
    
    537
    
    
    
    (9,696
    )
    
    
    (9,785
    )
    
    
    89Provision for loan losses
    
    
    (9,446
    )
    
    
    
    
    
    
    (9,446
    )
    
    
    (9,446
    )
    
    
    
    
    
    
    (9,446
    )Non-interest income
    
    
    7,414
    
    
    
    9,014
    
    
    
    (1,600
    )
    
    
    2,766
    
    
    
    10,908
    
    
    
    (8,142
    )Non-interest expense
    
    
    (1,666
    )
    
    
    (1,869
    )
    
    
    203
    
    
    
    (3,341
    )
    
    
    (2,781
    )
    
    
    (560
    )(Loss) income before income taxes
    
    
    (8,022
    )
    
    
    2,284
    
    
    
    (10,306
    )
    
    
    (19,717
    )
    
    
    (1,658
    )
    
    
    (18,059
    )(Benefit) provision for income
taxes
    
    
    (2,718
    )
    
    
    961
    
    
    
    (3,679
    )
    
    
    (6,830
    )
    
    
    (138
    )
    
    
    (6,692
    )Parent Company (loss) income
    
    $
    (5,304
    )
    
    
    1,323
    
    
    
    (6,627
    )
    
    
    (12,887
    )
    
    
    (1,520
    )
    
    
    (11,367
    )
 28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
        (in thousands)
    
    AmountNonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    32,039Land acquisition and development
    
    
    19,809Land acquisition, development and
construction
    
    
    34,915Total commercial residential real estate
    
    
    86,763Commercial non-residential real estate
    
    
    14,731Total non-accrual loans
    
    
    101,494Allowance for loan losses  specific reserves
    
    
    6,440Non-accrual loans, net
    
    $
    95,054
 29




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  June 30,(in thousands)
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    29,019Land acquisition and development
    
    
    19,458Land acquisition, development and
Construction
    
    
    29,505Total commercial residential real estate
    
    
    77,982Commercial non-residential real estate
    
    
    12,430Total non-accrual loans
    
    
    90,412Allowance for loan losses  specific reserves
    
    
    7,702Non-accrual loans, net
    
    $
    82,710
   BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents was primarily due to $144 million of higher
federal funds sold and $29 million cash letter balances associated with daily cash
management activities;
    
    Decrease in securities available for sale reflecting the sale of Stifel common stock
and the liquidation of managed fund equity investments held by the Parent Company;
    
    Decrease in investment securities at cost resulting from the sale of Stifel common
stock and certain private equity investments;
    
    Increase in tax certificate balances primarily due to the acquisition of $225 million
of tax certificates in Florida during the 2008 second quarter;
    
    Higher investment in FHLB stock related to increases in FHLB borrowings;
    
    Decrease in loan receivable balances associated with lower purchased residential loan
balances, significant charge-offs of commercial loans partially offset by higher home
equity loan balances;
    
    Lower real estate held for development and sale balances associated with the sale of
inventory of homes at a real estate development.
    
    Decrease in assets held for sale due to property sales and $1.4 million of
impairments recognized during the 2008 second quarter.
    
    Decrease in office properties and equipment due to the completion of the sale of the
Central Florida stores to an unrelated financial institution during the 2008 second
quarter; and
    
    Increase in deferred tax assets primarily resulting from the operating losses during
the six months ended June 30, 2008 and lower securities available for sale unrealized
gains.
 30




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  
    
    Higher non-interest-bearing deposit balances primarily due to an increase in accounts
and higher average customer balances in checking accounts;
    
    Lower interest-bearing deposit balances primarily associated with lower high yield
savings and certificate account balances primarily due to the competitive environment in
our markets;
    
    Increase in FHLB borrowings in order to maintain higher cash balances associated with
daily cash management activities and; and
    
    Decrease in other liabilities primarily resulting from $18.9 million of securities
purchased in December 2007 pending settlement in January 2008.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
       31




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  As of June 30, 2008Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    17,261
    
    
    
    
    
    
    
    
    
    
    
    17,261Stifel warrants
    
    
    13,256
    
    
    
    
    
    
    
    
    
    
    
    13,256Equity securities
    
    
    5,000
    
    
    
    
    
    
    
    1,628
    
    
    
    3,372Private investment
securities
    
    
    2,036
    
    
    
    
    
    
    
    
    
    
    
    2,036Total
    
    $
    37,553
    
    
    
    
    
    
    
    1,628
    
    
    
    35,925
    BankAtlantic Liquidity and Capital Resources
   32




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
      Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt June 30, 2008:Total risk-based capital
    
    $
    501,391
    
    
    
    11.77
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    425,677
    
    
    
    9.99
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    425,677
    
    
    
    6.82
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    425,677
    
    
    
    6.82
    
    
    
    4.00
    
    
    
    5.00At December 31, 2007:Total risk-based capital
    
    
    495,668
    
    
    
    11.63
    
    
    
    8.00
    
    
    
    10.00Tier 1 risk-based
capital
    
    
    420,063
    
    
    
    9.85
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    420,063
    
    
    
    6.94
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    420,063
    
    
    
    6.94
    
    
    
    4.00
    
    
    
    5.00
  Off Balance Sheet Arrangements  Contractual Obligations as of June 30, 2008 (in thousands):
 Payments Due by Period (1)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations (2)
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    955,921
    
    
    
    854,602
    
    
    
    67,560
    
    
    
    33,759
    
    
    
    Long-term debt
    
    
    320,482
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    298,482Advances from FHLB (1)
    
    
    1,657,036
    
    
    
    1,005,036
    
    
    
    652,000
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    44,571
    
    
    
    2,121
    
    
    
    5,462
    
    
    
    3,548
    
    
    
    33,440Operating lease obligations held for use
    
    
    75,513
    
    
    
    8,785
    
    
    
    20,132
    
    
    
    8,191
    
    
    
    38,405Pension obligation
    
    
    15,041
    
    
    
    983
    
    
    
    2,588
    
    
    
    2,873
    
    
    
    8,597Other obligations
    
    
    22,500
    
    
    
    4,000
    
    
    
    7,300
    
    
    
    6,400
    
    
    
    4,800Total contractual cash obligations
    
    $
    3,091,064
    
    
    
    1,875,527
    
    
    
    755,042
    
    
    
    76,771
    
    
    
    383,724
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 33




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 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
  34




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 PART II  OTHER INFORMATION
 
 Item 1A.
    
    Risk Factors.
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
   Director
    
    For
    
    WithheldD. Keith Cobb
    
    
    71,160,757
    
    
    
    1,115,387Bruno L. DiGiulian
    
    
    71,215,597
    
    
    
    1,060,547Alan B. Levan
    
    
    71,205,117
    
    
    
    1,071,027
 The amendment to the Companys Restated Articles of Incorporation was approved by
the following votes:
 Class A Common Shareholders and Class B Common Shareholders voting together as one class
 Votes
    
    Votes
    
    VotesFor
    
    Against
    
    Abstaining69,451,762
    
    2,802,240
    
    22,141
 Class B Common Shareholders voting separately
 Votes
    
    Votes
    
    VotesFor
    
    Against
    
    Abstaining45,542,998
    
    
    
    
 35




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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.
 August 11, 2008
    By:
    /s/ Alan B. LevanDate
    
    Alan B. LevanChief Executive Officer/
Chairman of the BoardAugust 11, 2008
    By:
    /s/ Valerie C. ToalsonDate
    
    Valerie C. ToalsonExecutive Vice President,
Chief Financial Officer 36