##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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
(State or other jurisdiction of 
incorporation or organization)
    
    65-0507804
(I.R.S. Employer
Identification No.)
 2100 West Cypress Creek Road 
Fort Lauderdale, Florida
(Address of principal executive offices)
    
    33309
(Zip Code)
 (954) 940-5000
 Not Applicable
  x o




Large accelerated filer o
    
    Accelerated filer x
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)




Outstanding atTitle of Each Class
    
    May 6, 2008Class A Common Stock, par value $0.01 per share
    
    
    51,382,764Class B Common Stock, par value $0.01 per share
    
    
    4,876,124










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##### 



TABLE OF CONTENTS
  
 PagePart I.
    
    FINANCIAL INFORMATIONReferenceItem 1.
    
    Financial Statements
    
    
    3-18Consolidated Statements of Financial Condition  March 31, 2008 and December 31, 2007  Unaudited
    
    
    3Consolidated Statements of Operations  For the Three Months Ended March 31, 2008 and 2007  Unaudited
    
    
    4Consolidated Statements of Stockholders Equity and Comprehensive Income  For the Three Months Ended March 31, 2008 and 2007  Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Three Months Ended March 31, 2008 and 2007  Unaudited
    
    
    6Notes to Consolidated Financial Statements  Unaudited
    
    
    7-18Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19-30Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    30Item 4.
    
    Controls and Procedures
    
    
    30-31Part II.
    
    OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    31Item 6.
    
    Exhibits
    
    
    31Signatures
    
    
    32EX-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
 March 31,
    
    
    December 31,(In thousands, except share data)
    
    2008
    
    
    2007ASSETSCash and cash equivalents
    
    $
    310,475
    
    
    $
    124,574Securities available for sale and other financial
instruments (at fair value)
    
    
    816,250
    
    
    
    936,024Investment securities at cost or amortized cost (approximate
fair value: $3,148 and $44,688)
    
    
    3,184
    
    
    
    39,617Tax certificates net of allowance of $3,194 and $3,289
    
    
    159,474
    
    
    
    188,401Federal Home Loan Bank stock, at cost which approximates
fair value
    
    
    77,557
    
    
    
    74,003Residential loans held for sale
    
    
    5,635
    
    
    
    4,087Loans receivable, net of allowance for loan losses of
$89,836 and $94,020
    
    
    4,477,670
    
    
    
    4,520,101Accrued interest receivable
    
    
    44,448
    
    
    
    46,271Real estate held for development and sale
    
    
    20,039
    
    
    
    20,037Assets held for sale
    
    
    27,968
    
    
    
    13,704Real estate owned
    
    
    19,784
    
    
    
    17,216Office properties and equipment, net
    
    
    227,563
    
    
    
    243,863Deferred tax asset, net
    
    
    47,937
    
    
    
    32,064Goodwill and other intangibles
    
    
    75,536
    
    
    
    75,886Other assets
    
    
    77,170
    
    
    
    42,969Total assets
    
    $
    6,390,690
    
    
    $
    6,378,817LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    3,082,752
    
    
    $
    3,129,194Non-interest bearing deposits
    
    
    912,862
    
    
    
    824,211Total deposits
    
    
    3,995,614
    
    
    
    3,953,405Advances from FHLB
    
    
    1,477,040
    
    
    
    1,397,044Short term borrowings
    
    
    97,032
    
    
    
    167,240Subordinated debentures and mortgage-backed bonds
    
    
    26,467
    
    
    
    26,654Junior subordinated debentures
    
    
    294,195
    
    
    
    294,195Other liabilities
    
    
    66,446
    
    
    
    80,958Total liabilities
    
    
    5,956,794
    
    
    
    5,919,496Commitments and contingencies (See Note 11)Stockholders equity:Class A common stock, issued and outstanding
51,228,719 and 51,196,175 shares
    
    
    512
    
    
    
    512Class B common stock, issued and outstanding
4,876,124 and 4,876,124 shares
    
    
    49
    
    
    
    49Additional paid-in capital
    
    
    217,868
    
    
    
    216,692Retained earnings
    
    
    212,425
    
    
    
    236,150Total stockholders equity before accumulated
other comprehensive income
    
    
    430,854
    
    
    
    453,403Accumulated other comprehensive income
    
    
    3,042
    
    
    
    5,918Total stockholders equity
    
    
    433,896
    
    
    
    459,321Total liabilities and stockholders equity
    
    $
    6,390,690
    
    
    $
    6,378,817
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 For the Three MonthsEnded March 31,2008
    
    
    2007Interest income:Interest and fees on loans
    
    $
    68,136
    
    
    $
    79,587Interest and dividends on taxable securities
    
    
    15,554
    
    
    
    10,157Interest on tax exempt securities
    
    
    42
    
    
    
    3,796Total interest income
    
    
    83,732
    
    
    
    93,540Interest expense:Interest on deposits
    
    
    18,593
    
    
    
    19,002Interest on advances from FHLB
    
    
    14,946
    
    
    
    18,723Interest on short term borrowings
    
    
    1,279
    
    
    
    2,555Interest on debentures and bonds payable
    
    
    6,283
    
    
    
    6,114Total interest expense
    
    
    41,101
    
    
    
    46,394Net interest income
    
    
    42,631
    
    
    
    47,146Provision for loan losses
    
    
    42,888
    
    
    
    7,461Net interest (loss) income after
provision for loan losses
    
    
    (257
    )
    
    
    39,685Non-interest income:Service charges on deposits
    
    
    24,014
    
    
    
    24,595Other service charges and fees
    
    
    7,433
    
    
    
    7,033Securities activities, net
    
    
    (4,738
    )
    
    
    1,555Other
    
    
    3,930
    
    
    
    3,569Total non-interest income
    
    
    30,639
    
    
    
    36,752Non-interest expense:Employee compensation and benefits
    
    
    35,155
    
    
    
    41,090Occupancy and equipment
    
    
    16,386
    
    
    
    15,944Advertising and business promotion
    
    
    4,895
    
    
    
    5,858Check losses
    
    
    2,718
    
    
    
    1,857Professional fees
    
    
    2,760
    
    
    
    1,713Supplies and postage
    
    
    1,006
    
    
    
    1,853Telecommunication
    
    
    1,502
    
    
    
    1,381Restructuring charges and exit activities
    
    
    (115
    )
    
    
    2,553Other
    
    
    5,726
    
    
    
    7,244Total non-interest expense
    
    
    70,033
    
    
    
    79,493Loss from continuing operations
before income taxes
    
    
    (39,651
    )
    
    
    (3,056
    )Benefit for income taxes
    
    
    (15,087
    )
    
    
    (852
    )Loss from continuing operations
    
    
    (24,564
    )
    
    
    (2,204
    )Discontinued operations (less applicable
income tax provision (benefit) of $603 and ($4,066)
    
    
    1,121
    
    
    
    7,920Net (loss) income
    
    $
    (23,443
    )
    
    $
    5,716Basic (loss) earnings per shareContinuing operations
    
    $
    (0.44
    )
    
    $
    (0.04
    )Discontinued operations
    
    
    0.02
    
    
    
    0.13Basic (loss) earnings per share
    
    $
    (0.42
    )
    
    $
    0.09Diluted (loss) earnings per shareContinuing operations
    
    $
    (0.44
    )
    
    $
    (0.04
    )Discontinued operations
    
    
    0.02
    
    
    
    0.13Diluted (loss) earnings per share
    
    $
    (0.42
    )
    
    $
    0.09Basic weighted average number of
common shares outstanding
    
    
    56,096,591
    
    
    
    60,635,001Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    56,096,591
    
    
    
    60,635,001
  4




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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 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
    )
    
    
    524,982Cumulative effect adjustment upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    700Net income
    
    
    5,716
    
    
    
    
    
    
    
    
    
    
    
    5,716
    
    
    
    
    
    
    
    5,716Other comprehensive loss, net of tax:Unrealized gains on securities available for sale
(less income tax expense of $257)
    
    
    493Reclassification adjustment for net gain
included in net income (less income tax
expense of $897)
    
    
    (1,741
    )Other comprehensive loss
    
    
    (1,248
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,248
    )
    
    
    (1,248
    )Comprehensive income
    
    $
    4,468Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,258
    )
    
    
    
    
    
    
    (2,258
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (199
    )
    
    
    
    
    
    
    (199
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    1
    
    
    
    697
    
    
    
    
    
    
    
    
    
    
    
    698Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    963
    
    
    
    
    
    
    
    
    
    
    
    963Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (13
    )
    
    
    (17,082
    )
    
    
    
    
    
    
    
    
    
    
    (17,095
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,718
    
    
    
    
    
    
    
    
    
    
    
    2,718BALANCE, MARCH 31, 2007
    
    
    
    
    
    
    599
    
    
    
    247,756
    
    
    
    269,048
    
    
    
    (2,426
    )
    
    
    514,977BALANCE, DECEMBER 31, 2007
    
    $
    
    
    
    
    561
    
    
    
    216,692
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321Net loss
    
    
    (23,443
    )
    
    
    
    
    
    
    
    
    
    
    (23,443
    )
    
    
    
    
    
    
    (23,443
    )Other comprehensive loss, net of tax:Unrealized losses on securities available for sale
(less income tax benefit of $2,003)
    
    
    (4,912
    )Reclassification adjustment for net losses
included in net loss (less income tax
benefit of $830)
    
    
    2,036Other comprehensive loss
    
    
    (2,876
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,876
    )
    
    
    (2,876
    )Comprehensive loss
    
    $
    (26,319
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    93Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    (4
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,087
    
    
    
    
    
    
    
    
    
    
    
    1,087BALANCE, MARCH 31, 2008
    
    
    
    
    
    
    561
    
    
    
    217,868
    
    
    
    212,425
    
    
    
    3,042
    
    
    
    433,896
  5




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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Three MonthsEnded March 31,(In thousands)
    
    2008
    
    
    2007Net cash (used in) provided by operating activities
    
    $
    (6,306
    )
    
    $
    8,074Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    40,953
    
    
    
    47,633Purchase of investment securities and tax certificates
    
    
    (11,912
    )
    
    
    (12,166
    )Purchase of securities available for sale
    
    
    (67,976
    )
    
    
    (45,275
    )Proceeds from sales and maturities of securities
available for sale
    
    
    187,498
    
    
    
    64,631Purchases of FHLB stock
    
    
    (8,325
    )
    
    
    (450
    )Redemption of FHLB stock
    
    
    4,771
    
    
    
    11,164Investments in unconsolidated subsidiaries
    
    
    (330
    )
    
    
    (2,455
    )Distributions from unconsolidated subsidiaries
    
    
    1,714
    
    
    
    5,443Net increase in loans
    
    
    (13,323
    )
    
    
    (36,678
    )Proceeds from the sale of loans receivable
    
    
    10,100
    
    
    
    Improvements to real estate owned
    
    
    (11
    )
    
    
    (1,407
    )Proceeds from sales of real estate owned
    
    
    756
    
    
    
    106Net additions to office properties and equipment
    
    
    (3,316
    )
    
    
    (16,289
    )Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    2,628Net cash provided by investing activities
    
    
    140,599
    
    
    
    16,885Financing activities:Net increase in deposits
    
    
    42,209
    
    
    
    217,986Repayments of FHLB advances
    
    
    (1,750,000
    )
    
    
    (925,000
    )Proceeds from FHLB advances
    
    
    1,830,000
    
    
    
    705,000Decrease in securities sold under agreements
to repurchase
    
    
    (7,719
    )
    
    
    (25,221
    )(Decrease) increase in federal funds purchased
    
    
    (62,489
    )
    
    
    14,725Repayment of notes and bonds payable
    
    
    (204
    )
    
    
    (269
    )Excess tax benefits from
share-based compensation
    
    
    
    
    
    
    963Proceeds from issuance of Class A common stock
    
    
    93
    
    
    
    698Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (17,095
    )Common stock dividends
    
    
    (282
    )
    
    
    (2,457
    )Net cash provided by (used in) financing activities
    
    
    51,608
    
    
    
    (30,670
    )Increase (decrease) in cash and cash equivalents
    
    
    185,901
    
    
    
    (5,711
    )Cash 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
    
    $
    310,475
    
    
    $
    130,184
  6




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BankAtlantic Bancorp, Inc. and Subsidiaries
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 1. Presentation of Interim Financial Statements
      2. Fair Value Measurement
     Market approach
 7




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BankAtlantic Bancorp, Inc. and Subsidiaries
 Income approach
 Cost approach
      Fair Value Measurements at March 31, 2008 UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableMarch 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities available for
sale:Mortgage-backed securities
    
    $
    600,505
    
    
    
    
    
    
    
    600,505
    
    
    
    REMICS
    
    
    188,803
    
    
    
    
    
    
    
    188,803
    
    
    
    Bonds
    
    
    481
    
    
    
    
    
    
    
    
    
    
    
    481Equity securities
    
    
    5,128
    
    
    
    780
    
    
    
    
    
    
    
    4,348Stifel common stock
    
    
    12,528
    
    
    
    12,528
    
    
    
    
    
    
    
    Stifel warrants
    
    
    8,805
    
    
    
    
    
    
    
    
    
    
    
    8,805Total securities available
for sale fair value
    
    $
    816,250
    
    
    
    13,308
    
    
    
    789,308
    
    
    
    13,634
 8




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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)
    
    
    
    
    
    
    (1,856
    )
    
    
    
    
    
    
    (1,856
    )Included in other comprehensive
income
    
    
    
    
    
    
    
    
    
    
    (785
    )
    
    
    (785
    )Purchases, issuances, and settlements
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    (200
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    481
    
    
    
    8,805
    
    
    
    4,348
    
    
    
    13,634
  Mortgage-backed Securities and REMICs
  Bonds and Equity Securities
  Stifel Common Stock
  Stifel Warrants
  9




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BankAtlantic Bancorp, Inc. and Subsidiaries
  Fair Value Measurements at March 31, 2008 Using:Quoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableMarch 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Loans measured for impairment using
the fair value of the collateral
    
    $
    90,106
    
    
    
    
    
    
    
    
    
    
    
    90,106
  Loans Measured For Impairment
  3. Discontinued Operations
  10




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BankAtlantic Bancorp, Inc. and Subsidiaries
 4. Restructuring Charges and Exit Activities
  EmployeeTerminationBenefits
    
    
    Contract
    
    
    TotalLiability
    
    
    Liability
    
    
    LiabilityBalance at January 1, 2007
    
    $
    Expense incurred
    
    
    2,317
    
    
    
    
    
    
    
    2,317Amount paid
    
    
    (53
    )
    
    
    
    
    
    
    (53
    )Balance at March 31, 2007
    
    $
    2,264
    
    
    
    
    
    
    
    2,264Balance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Amounts paid or amortized
    
    
    (88
    )
    
    
    (203
    )
    
    
    (291
    )Balance at March 31, 2008
    
    $
    14
    
    
    
    787
    
    
    
    801
    5. Securities Activities, Net
  For the Three MonthsEnded March 31,2008
    
    
    2007Loss on sale of Stifel common stock
    
    $
    (4,658
    )
    
    
    Gains from managed investment
funds
    
    
    130
    
    
    
    2,447Gain on sale of private investment
securities
    
    
    1,305
    
    
    
    481Gain on sale of agency securities
    
    
    341
    
    
    
    140Unrealized loss on Stifel warrants
    
    
    (1,856
    )
    
    
    (1,513
    )Securities activities, net
    
    $
    (4,738
    )
    
    
    1,555
  11




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BankAtlantic Bancorp, Inc. and Subsidiaries
 6. Loans Receivable
  March 31,
    
    
    December 31,2008
    
    
    2007Real estate loans:Residential
    
    $
    2,119,695
    
    
    
    2,155,752Builder land loans
    
    
    111,247
    
    
    
    149,564Land acquisition and development
    
    
    195,103
    
    
    
    202,177Land acquisition, development and
construction
    
    
    126,074
    
    
    
    151,321Construction and development  non-residential
    
    
    290,214
    
    
    
    265,163Commercial  non-residential
    
    
    548,439
    
    
    
    530,566Consumer  home equity
    
    
    699,962
    
    
    
    676,262Small business
    
    
    213,128
    
    
    
    211,797Other loans:Commercial business
    
    
    130,450
    
    
    
    131,044Small business  non-mortgage
    
    
    105,427
    
    
    
    105,867Consumer loans
    
    
    14,117
    
    
    
    15,667Deposit overdrafts
    
    
    9,864
    
    
    
    15,005Total gross loans
    
    
    4,563,720
    
    
    
    4,610,185Adjustments:Premiums, discounts and net deferred fees
    
    
    3,786
    
    
    
    3,936Allowance for loan losses
    
    
    (89,836
    )
    
    
    (94,020
    )Loans receivable  net
    
    $
    4,477,670
    
    
    
    4,520,101Loans held for sale
    
    $
    5,635
    
    
    
    4,087
  Allowance for Loan Losses (in thousands):
 For The Three Months EndedMarch 31,2008
    
    
    2007Balance, beginning of period
    
    $
    94,020
    
    
    
    43,602Loans charged-off
    
    
    (47,247
    )
    
    
    (1,127
    )Recoveries of loans previously charged-off
    
    
    175
    
    
    
    437Net (charge-offs)
    
    
    (47,072
    )
    
    
    (690
    )Provision for loan losses
    
    
    42,888
    
    
    
    7,461Balance, end of period
    
    $
    89,836
    
    
    
    50,373
 12




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  March 31, 2008
    
    
    December 31, 2007Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    26,871
    
    
    
    6,640
    
    
    
    113,955
    
    
    
    17,809Impaired loans without
specific valuation allowances
    
    
    138,041
    
    
    
    
    
    
    
    67,124
    
    
    
    Total
    
    $
    164,912
    
    
    
    6,640
    
    
    
    181,079
    
    
    
    17,809
  7. Assets Held for Sale
  March 31,
    
    
    December 31,2008
    
    
    2007Branch facilities held for sale
    
    $
    27,968
    
    
    
    13,704
  8. Income Taxes
  For the Three MonthsEnded March 31,2008
    
    
    2007Income tax (benefit) at expected federal income
tax rate of 35%
    
    $
    (13,878
    )
    
    
    (35.00
    )%
    
    
    (1,070
    )
    
    
    (35.00
    )%Increase (decrease) resulting from:Tax-exempt income
    
    
    (17
    )
    
    
    (0.04
    )
    
    
    (1,146
    )
    
    
    (37.50
    )(Benefit) for state taxes net of federal benefit
    
    
    (1,461
    )
    
    
    (3.68
    )
    
    
    (411
    )
    
    
    (13.46
    )Dividends Received Deduction
    
    
    (64
    )
    
    
    (0.16
    )
    
    
    (89
    )
    
    
    (2.92
    )Change in State tax valuation allowance
    
    
    453
    
    
    
    1.14
    
    
    
    914
    
    
    
    29.89Tax credits
    
    
    (126
    )
    
    
    (0.32
    )
    
    
    (162
    )
    
    
    (5.31
    )Stock options
    
    
    220
    
    
    
    0.55
    
    
    
    198
    
    
    
    6.46Other  net
    
    
    (214
    )
    
    
    (0.54
    )
    
    
    914
    
    
    
    29.94Benefit for income taxes
    
    $
    (15,087
    )
    
    
    (38.05
    )%
    
    
    (852
    )
    
    
    (27.90
    )%
 13




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  9. Related Parties
    For the Three Months EndedMarch 31,2008
    
    
    2007Non-interest income:Other income
    
    $
    55
    
    
    
    40Non-interest expense:Employee compensation
benefits
    
    
    (55
    )
    
    
    (55
    )Other  back-office support
    
    
    (328
    )
    
    
    (394
    )Net effect of affiliate transactions
before income taxes
    
    $
    (328
    )
    
    
    (409
    )
   Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    268,943
    
    
    $
    9.90Options nonvested
    
    
    154,587
    
    
    $
    12.32
  14




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   10. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operations.Parent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities.
  15




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2008Net interest income (expense)
    
    $
    48,005
    
    
    
    (5,374
    )
    
    
    
    
    
    
    42,631Provision for loan losses
    
    
    (42,888
    )
    
    
    
    
    
    
    
    
    
    
    (42,888
    )Non-interest income
    
    
    35,553
    
    
    
    (4,646
    )
    
    
    (268
    )
    
    
    30,639Non-interest expense
    
    
    (68,626
    )
    
    
    (1,675
    )
    
    
    268
    
    
    
    (70,033
    )Segment losses before
income taxes
    
    
    (27,956
    )
    
    
    (11,695
    )
    
    
    
    
    
    
    (39,651
    )Benefit for income taxes
    
    
    10,975
    
    
    
    4,112
    
    
    
    
    
    
    
    15,087Segment net loss
    
    $
    (16,981
    )
    
    
    (7,583
    )
    
    
    
    
    
    
    (24,564
    )Total assets
    
    $
    6,212,300
    
    
    
    730,427
    
    
    
    (552,037
    )
    
    
    6,390,6902007Net interest income (expense)
    
    $
    52,070
    
    
    
    (4,924
    )
    
    
    
    
    
    
    47,146Provision for loan losses
    
    
    (7,461
    )
    
    
    
    
    
    
    
    
    
    
    (7,461
    )Non-interest income
    
    
    35,047
    
    
    
    1,894
    
    
    
    (189
    )
    
    
    36,752Non-interest expense
    
    
    (78,770
    )
    
    
    (912
    )
    
    
    189
    
    
    
    (79,493
    )Segment profits (losses) before income taxes
    
    
    886
    
    
    
    (3,942
    )
    
    
    
    
    
    
    (3,056
    )(Provision) benefit for
income taxes
    
    
    (247
    )
    
    
    1,099
    
    
    
    
    
    
    
    852Segment net income (loss)
    
    $
    639
    
    
    
    (2,843
    )
    
    
    
    
    
    
    (2,204
    )Total assets
    
    $
    6,175,709
    
    
    
    782,753
    
    
    
    (578,286
    )
    
    
    6,380,176
 11. Financial Instruments with Off-balance Sheet Risk
  March 31,
    
    
    December 31,2008
    
    
    2007Commitments to sell fixed rate residential loans
    
    $
    24,854
    
    
    
    21,029Commitments to sell variable rate residential loans
    
    
    2,607
    
    
    
    1,518Commitments to purchase variable rate residential
loans
    
    
    
    
    
    
    39,921Commitments to purchase fixed rate residential loans
    
    
    
    
    
    
    21,189Commitments to purchase commercial loans
    
    
    14,000
    
    
    
    Commitments to originate loans held for sale
    
    
    21,826
    
    
    
    18,344Commitments to originate loans held to maturity
    
    
    154,868
    
    
    
    158,589Commitments to extend credit, including the
undisbursed portion of loans in process
    
    
    874,874
    
    
    
    992,838Standby letters of credit
    
    
    37,215
    
    
    
    41,151Commercial lines of credit
    
    
    87,719
    
    
    
    96,786
  16




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  12. Earnings per Share
  For the Three Months EndedMarch 31,2008
    
    
    2007Basic earnings per share:Numerator:Loss from continuing operations
    
    $
    (24,564
    )
    
    
    (2,204
    )Discontinued operations
    
    
    1,121
    
    
    
    7,920Net (loss) income
    
    $
    (23,443
    )
    
    
    5,716Denominator:Basic weighted average number of
common shares outstanding
    
    
    56,096,591
    
    
    
    60,635,001Basic earnings per share from:Continuing operations
    
    $
    (0.44
    )
    
    
    (0.04
    )Discontinued operations
    
    
    0.02
    
    
    
    0.13Basic earnings per share
    
    $
    (0.42
    )
    
    
    0.09Diluted earnings per shareNumerator:Loss from continuing operations
    
    $
    (24,564
    )
    
    
    (2,204
    )Discontinued operations
    
    
    1,121
    
    
    
    7,920Net (loss) income
    
    $
    (23,443
    )
    
    
    5,716Denominator:Basic weighted average number of
common shares outstanding
    
    
    56,096,591
    
    
    
    60,635,001Diluted weighted average shares outstanding
    
    
    56,096,591
    
    
    
    60,635,001Diluted earnings per share from:Continuing operations
    
    $
    (0.44
    )
    
    
    (0.04
    )Discontinued operations
    
    
    0.02
    
    
    
    0.13Diluted earnings per share
    
    $
    (0.42
    )
    
    
    0.09Cash dividends per share:Class A share
    
    $
    0.005
    
    
    
    0.041Class B share
    
    $
    0.005
    
    
    
    0.041
  13. New Accounting Pronouncements
 Business Combinations
 17




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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
 18




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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
  Consolidated Results of Operations
  For the Three Months Ended March 31,(in thousands)
    
    2008
    
    
    2007
    
    
    ChangeBankAtlantic
    
    $
    (16,981
    )
    
    
    639
    
    
    
    (17,620
    )Parent Company
    
    
    (7,583
    )
    
    
    (2,843
    )
    
    
    (4,740
    )Net loss
    
    $
    (24,564
    )
    
    
    (2,204
    )
    
    
    (22,360
    )
 19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Three Months Ended March 31, 2008 Compared to the Same 2007 Period:
   BankAtlantic Results of Operations
 Net interest income
 Bank Operations Business SegmentAverage Balance Sheet  Yield / Rate AnalysisFor the Three Months EndedMarch 31, 2008
    
    
    March 31, 2007(In thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,637,747
    
    
    
    68,136
    
    
    
    5.88
    
    
    $
    4,650,519
    
    
    
    79,587
    
    
    
    6.85Investments  tax exempt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    396,374
    
    
    
    5,802
    (1)
    
    
    5.85Investments  taxable
    
    
    1,031,714
    
    
    
    15,222
    
    
    
    5.90
    
    
    
    619,614
    
    
    
    9,696
    
    
    
    6.26Total interest earning assets
    
    
    5,669,461
    
    
    
    83,358
    
    
    
    5.88
    %
    
    
    5,666,507
    
    
    
    95,085
    
    
    
    6.71
    %Goodwill and core deposit intangibles
    
    
    75,718
    
    
    
    
    
    
    
    
    
    
    
    77,138Other non-interest earning assets
    
    
    416,496
    
    
    
    
    
    
    
    
    
    
    
    426,061Total Assets
    
    $
    6,161,675
    
    
    
    
    
    
    
    
    
    
    $
    6,169,706Deposits:Savings
    
    $
    566,448
    
    
    
    2,018
    
    
    
    1.43
    %
    
    $
    529,435
    
    
    
    2,570
    
    
    
    1.97
    %NOW
    
    
    926,381
    
    
    
    2,683
    
    
    
    1.16
    
    
    
    771,017
    
    
    
    1,512
    
    
    
    0.80Money market
    
    
    609,062
    
    
    
    3,158
    
    
    
    2.09
    
    
    
    650,383
    
    
    
    3,938
    
    
    
    2.46Certificates of deposit
    
    
    992,078
    
    
    
    10,734
    
    
    
    4.35
    
    
    
    961,716
    
    
    
    10,982
    
    
    
    4.63Total interest bearing deposits
    
    
    3,093,969
    
    
    
    18,593
    
    
    
    2.42
    
    
    
    2,912,551
    
    
    
    19,002
    
    
    
    2.65Short-term borrowed funds
    
    
    168,742
    
    
    
    1,325
    
    
    
    3.16
    
    
    
    203,984
    
    
    
    2,633
    
    
    
    5.23Advances from FHLB
    
    
    1,423,746
    
    
    
    14,946
    
    
    
    4.22
    
    
    
    1,405,279
    
    
    
    18,723
    
    
    
    5.40Long-term debt
    
    
    26,456
    
    
    
    489
    
    
    
    7.43
    
    
    
    29,634
    
    
    
    626
    
    
    
    8.57Total interest bearing liabilities
    
    
    4,712,913
    
    
    
    35,353
    
    
    
    3.02
    
    
    
    4,551,448
    
    
    
    40,984
    
    
    
    3.65Demand deposits
    
    
    854,761
    
    
    
    
    
    
    
    
    
    
    
    989,546Non-interest bearing other liabilities
    
    
    48,823
    
    
    
    
    
    
    
    
    
    
    
    56,222Total Liabilities
    
    
    5,616,497
    
    
    
    
    
    
    
    
    
    
    
    5,597,216Stockholders equity
    
    
    545,178
    
    
    
    
    
    
    
    
    
    
    
    572,490Total liabilities and stockholders equity
    
    $
    6,161,675
    
    
    
    
    
    
    
    
    
    
    $
    6,169,706Net tax equivalent interest income/
net interest spread
    
    
    
    
    
    
    48,005
    
    
    
    2.86
    %
    
    
    
    
    
    
    54,101
    
    
    
    3.06
    %Tax equivalent adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,031
    )Net interest income
    
    
    
    
    
    
    48,005
    
    
    
    
    
    
    
    
    
    
    
    52,070MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.88
    %
    
    
    
    
    
    
    
    
    
    
    6.71
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.51
    
    
    
    
    
    
    
    
    
    
    
    2.93Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.37
    %
    
    
    
    
    
    
    
    
    
    
    3.78
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Three Months Ended March 31, 2008 Compared to the Same 2007 Period:
   Allowance for Loan Losses (in thousands):
 For Three Months EndedMarch 31,2008
    
    
    2007Balance, beginning of period
    
    $
    94,020
    
    
    
    43,602Charge-offsResidential
    
    
    (624
    )
    
    
    (151
    )Commercial
    
    
    (40,591
    )
    
    
    Consumer
    
    
    (4,836
    )
    
    
    (538
    )Small business
    
    
    (1,196
    )
    
    
    (438
    )Total Charge-offs
    
    
    (47,247
    )
    
    
    (1,127
    )Recoveries of loans previously charged-off
    
    
    175
    
    
    
    437Net (charge-offs)
    
    
    (47,072
    )
    
    
    (690
    )Transfer of specific reserves to a subsidiary of the Parent Company
    
    
    (6,440
    )
    
    
    Provision for loan losses
    
    
    42,888
    
    
    
    7,461Balance, end of period
    
    $
    83,396
    
    
    
    50,373
  For Three Months EndedMarch 31,(in thousands)
    
    2008
    
    
    2007Builder land bank loans
    
    $
    18,912
    
    
    
    Land acquisition and development loans
    
    
    2,220
    
    
    
    Land acquisition, development and
construction loans
    
    
    19,459
    
    
    
    Total commercial residential real
estate charge-downs
    
    $
    40,591
    
    
    
    
 21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Number of(in thousands)
    
    Loans
    
    
    Amount(1)Builder land bank loans
    
    
    7
    
    
    $
    79,209Land acquisition and development loans
    
    
    27
    
    
    
    175,294Land acquisition, development and
construction loans
    
    
    19
    
    
    
    91,158Total commercial residential loans
    
    
    53
    
    
    $
    345,661
 
 (1)
    
    Excluded from the above table were $86.8 million of
commercial residential real estate loans transferred to a subsidiary of the Parent Company on
March 31, 2008.   March 31,
    
    
    December 31,2008
    
    
    2007NONPERFORMING ASSETS (1)Nonaccrual:Tax certificates
    
    $
    2,013
    
    
    
    2,094Loans
    
    
    55,790
    
    
    
    178,591Total nonaccrual
    
    
    57,803
    
    
    
    180,685Repossessed assets:Real estate owned
    
    
    19,784
    
    
    
    17,216Total nonperforming assets
    
    $
    77,587
    
    
    
    197,901AllowancesAllowance for loan losses
    
    $
    83,396
    
    
    
    94,020Allowance for tax certificate losses
    
    
    3,194
    
    
    
    3,289Total allowances
    
    $
    86,590
    
    
    
    97,309POTENTIAL PROBLEM LOANSContractually past due 90 days or more
    
    $
    19,648
    
    
    
    Restructured loans
    
    
    2,449
    
    
    
    2,488TOTAL POTENTIAL PROBLEM LOANS
    
    $
    22,097
    
    
    
    2,488
 
 (1)
    
    Excluded from the above table at March 31, 2008 were $101.5
million of non-performing loans transferred to a subsidiary of the Parent
Company on March 31, 2008. 22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  NetBalance
    
    
    Additional
    
    
    
    
    
    
    Transfers
    
    
    Parent
    
    
    BalanceDecember 31,
    
    
    Non-accrual
    
    
    Charge-
    
    
    to
    
    
    Company
    
    
    March 31,(in thousands)
    
    2007
    
    
    Loans
    
    
    offs
    
    
    REO
    
    
    Transfer
    
    
    2008Residential
    
    $
    8,678
    
    
    
    8,500
    
    
    
    (624
    )
    
    
    (1,413
    )
    
    
    
    
    
    
    15,141Commercial
    
    
    165,818
    
    
    
    13,548
    
    
    
    (40,591
    )
    
    
    (1,900
    )
    
    
    (101,493
    )
    
    
    35,382Small business
    
    
    877
    
    
    
    1,212
    
    
    
    (1,196
    )
    
    
    
    
    
    
    
    
    
    
    893Consumer
    
    
    3,218
    
    
    
    5,992
    
    
    
    (4,836
    )
    
    
    
    
    
    
    
    
    
    
    4,374Total non-accrual
loans
    
    $
    178,591
    
    
    
    29,252
    
    
    
    (47,247
    )
    
    
    (3,313
    )
    
    
    (101,493
    )
    
    
    55,790
       23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantics Non-Interest Income
 For the Three MonthsEnded March 31,(in thousands)
    
    2008
    
    
    2007
    
    
    ChangeService charges on deposits
    
    $
    24,014
    
    
    
    24,595
    
    
    
    (581
    )Other service charges and fees
    
    
    7,433
    
    
    
    7,033
    
    
    
    400Securities activities, net
    
    
    341
    
    
    
    621
    
    
    
    (280
    )Income from unconsolidated
subsidiaries
    
    
    1,113
    
    
    
    365
    
    
    
    748Other
    
    
    2,652
    
    
    
    2,433
    
    
    
    219Non-interest income
    
    $
    35,553
    
    
    
    35,047
    
    
    
    506
      BankAtlantics Non-Interest Expense
 For the Three MonthsEnded March 31,(in thousands)
    
    2008
    
    
    2007
    
    
    ChangeEmployee compensation and benefits
    
    $
    34,243
    
    
    
    40,664
    
    
    
    (6,421
    )Occupancy and equipment
    
    
    16,383
    
    
    
    15,942
    
    
    
    441Advertising and business promotion
    
    
    4,861
    
    
    
    5,788
    
    
    
    (927
    )Check losses
    
    
    2,718
    
    
    
    1,857
    
    
    
    861Professional fees
    
    
    2,260
    
    
    
    1,620
    
    
    
    640Supplies and postage
    
    
    1,003
    
    
    
    1,850
    
    
    
    (847
    )Telecommunication
    
    
    1,496
    
    
    
    1,379
    
    
    
    117Restructuring charges and exit activities
    
    
    (115
    )
    
    
    2,553
    
    
    
    (2,668
    )Other
    
    
    5,777
    
    
    
    7,117
    
    
    
    (1,340
    )Total non-interest expense
    
    $
    68,626
    
    
    
    78,770
    
    
    
    (10,144
    )
  24




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BankAtlantic Bancorp, Inc. and Subsidiaries
         25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Parent Company Results of Operations
 For the Three Months(in thousands)
    
    Ended March 31,2008
    
    
    2007
    
    
    ChangeNet interest expense
    
    $
    (5,374
    )
    
    
    (4,924
    )
    
    
    (450
    )Non-interest (expense) income
    
    
    (4,646
    )
    
    
    1,894
    
    
    
    (6,540
    )Non-interest expense
    
    
    1,675
    
    
    
    912
    
    
    
    763Loss before income taxes
    
    
    (11,695
    )
    
    
    (3,942
    )
    
    
    (7,753
    )Income tax benefit
    
    
    (4,112
    )
    
    
    (1,099
    )
    
    
    (3,013
    )Parent company loss
    
    $
    (7,583
    )
    
    
    (2,843
    )
    
    
    (4,740
    )
      26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  March 31,(in thousands)
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    32,039Land acquisition and development
    
    
    19,809Land acquisition, development and
construction
    
    
    34,915Total commercial 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
 BankAtlantic Bancorp, Inc. Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents primarily due to $146 million and $30 million of
higher federal funds sold and 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;
    
    Decrease in tax certificate balances primarily due to redemptions of non-Florida tax
certificates;
    
    Higher investment in FHLB stock related to increases in FHLB advance borrowings;
    
    Decrease in loan receivable balances associated with lower purchased residential loan
balances, significant charge-offs of commercial loans and reductions in commercial loan
originations partially offset by higher home equity loan balances;
    
    Increase in assets held for sale and decrease in office properties and equipment due
to the transfer of Orlando stores long-lived assets to held for sale associated with the
pending branch sales purchase contract with an unrelated financial institution expected
to close during the 2008 second quarter;
    
    Increase in deferred tax assets primarily resulting from the operating losses during
the three months ended March 31, 2008; and
    
    Increase in other assets reflecting $30 million of sales of agency and equity
securities pending settlement.
  
    
    Higher non-interest-bearing deposit balances primarily due to customer income tax
refunds and higher average customer balances in checking accounts;
    
    Lower interest-bearing deposit balances primarily associated with the migration to
checking accounts;
    
    Increase in FHLB advances due to lower short term borrowings as rates on advances were
lower than alternative borrowings; and
    
    Decrease in other liabilities primarily resulting from $18.9 million of securities
purchased in December 2007 pending settlement in January 2008.
 27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
     As of March 31, 2008Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueStifel common stock
    
    $
    11,970
    
    
    
    558
    
    
    
    
    
    
    
    12,528Stifel warrants
    
    
    8,805
    
    
    
    
    
    
    
    
    
    
    
    8,805Equity securities
    
    
    5,014
    
    
    
    
    
    
    
    667
    
    
    
    4,347Private Investment
securities
    
    
    3,184
    
    
    
    
    
    
    
    657
    
    
    
    2,527Total
    
    $
    28,973
    
    
    
    558
    
    
    
    1,324
    
    
    
    28,207
   28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  BankAtlantic Liquidity and Capital Resources
       Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt March 31, 2008:Total risk-based capital
    
    $
    492,705
    
    
    
    11.83
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    418,233
    
    
    
    10.04
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    418,233
    
    
    
    6.87
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    418,233
    
    
    
    6.87
    
    
    
    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
 29




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Off Balance Sheet Arrangements  Contractual Obligations as of March 31, 2008 (in thousands):
 Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    964,976
    
    
    
    866,036
    
    
    
    66,315
    
    
    
    32,540
    
    
    
    85Long-term debt
    
    
    320,662
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    298,662Advances from FHLB (1)
    
    
    1,477,040
    
    
    
    955,040
    
    
    
    522,000
    
    
    
    
    
    
    
    Operating lease obligations held
for sublease
    
    
    43,974
    
    
    
    864
    
    
    
    5,181
    
    
    
    3,497
    
    
    
    34,432Operating lease obligations held
for use
    
    
    88,181
    
    
    
    8,003
    
    
    
    23,226
    
    
    
    9,532
    
    
    
    47,420Pension obligation
    
    
    15,041
    
    
    
    983
    
    
    
    2,588
    
    
    
    2,873
    
    
    
    8,597Other obligations
    
    
    22,919
    
    
    
    4,419
    
    
    
    7,300
    
    
    
    6,400
    
    
    
    4,800Total contractual cash obligations
    
    $
    2,932,793
    
    
    
    1,835,345
    
    
    
    626,610
    
    
    
    76,842
    
    
    
    393,996
 
 (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
  30




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors.
  
 Item 6. Exhibits
 Exhibit 31.1
    
    Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2
    
    Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 32.1
    
    Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002Exhibit 32.2
    
    Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 31




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BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.May 12, 2008
    By:
    /s/ Alan B. LevanDate
    
    Alan B. LevanChief Executive Officer/
Chairman/President May 12, 2008
    By:
    /s/ Valerie C. ToalsonDate
    
    Valerie C. ToalsonExecutive Vice President,
Chief Financial Officer 32