##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission files number 001-13133
 BankAtlantic Bancorp, Inc.
  Florida
    
    65-0507804(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)2100 West Cypress Creek Road 
Fort Lauderdale, Florida
(Address of principal executive offices)
    
    33309
(Zip Code)
 (954) 940-5000   Not Applicable
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Small reporting company þ(Do not check if a smaller reporting company)
 o þ
  Outstanding atTitle of Each Class
    
    
    November 11, 2010Class A Common Stock, par value $0.01 per share
    
    
    63,210,221Class B Common Stock, par value $0.01 per share
    
    
    975,225




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##### 



TABLE OF CONTENTS
 Reference
    
    PagePart I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3-29Consolidated Statements of Financial Condition  September 30, 2010
and December 31, 2009   Unaudited
    
    
    3Consolidated Statements of Operations  For the Three and Nine Months ended
September 30, 2010 and 2009 - Unaudited
    
    
    4Consolidated Statements of Equity and Comprehensive Income 
For the Nine Months Ended September 30, 2010 and 2009 - Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Three and Nine Months Ended
September 30, 2010 and 2009 - Unaudited
    
    
    6-7Notes to Consolidated Financial Statements  Unaudited
    
    
    8-29Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    29-52Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    52Item 4. Controls and Procedures
    
    
    52Part II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    53Item 1A. Risk Factors
    
    
    53Item 6. Exhibits
    
    
    53Signatures
    
    
    54EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 September 30,
    
    
    December 31,(In thousands, except share data)
    
    2010
    
    
    2009ASSETSCash and cash equivalents
    
    $
    289,635
    
    
    
    234,797Interest bearing deposits at other financial institutions
    
    
    47,990
    
    
    
    Securities available for sale, at fair value
    
    
    446,599
    
    
    
    320,327Derivatives, at fair value
    
    
    95
    
    
    
    Investment securities, at cost
    
    
    1,500
    
    
    
    1,500Tax certificates, net of allowance of $8,452 and $6,781
    
    
    104,681
    
    
    
    110,991Federal Home Loan Bank (FHLB) stock,
at cost which approximates fair value
    
    
    45,259
    
    
    
    48,751Loans held for sale
    
    
    2,839
    
    
    
    4,547Loans receivable, net of allowance for loan
losses of $185,947 and $187,218
    
    
    3,236,703
    
    
    
    3,689,779Accrued interest receivable
    
    
    23,290
    
    
    
    32,279Real estate held for development and sale
    
    
    6,533
    
    
    
    13,694Real estate owned and other repossessed assets
    
    
    67,783
    
    
    
    46,477Investments in unconsolidated companies
    
    
    10,026
    
    
    
    12,563Office properties and equipment, net
    
    
    154,427
    
    
    
    201,686Assets held for sale
    
    
    37,209
    
    
    
    Goodwill
    
    
    13,081
    
    
    
    13,081Other assets
    
    
    40,086
    
    
    
    85,145Total assets
    
    $
    4,527,736
    
    
    
    4,815,617LIABILITIES AND EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    2,688,451
    
    
    
    3,142,100Non-interest bearing deposits
    
    
    809,830
    
    
    
    827,580Deposits held for sale
    
    
    339,360
    
    
    
    Total deposits
    
    
    3,837,641
    
    
    
    3,969,680Advances from FHLB
    
    
    180,000
    
    
    
    282,012Securities sold under agreements to repurchase
    
    
    19,138
    
    
    
    24,468Short-term borrowings
    
    
    1,810
    
    
    
    2,803Subordinated debentures and bonds payable
    
    
    22,000
    
    
    
    22,697Junior subordinated debentures
    
    
    318,802
    
    
    
    308,334Liabilities held for sale
    
    
    100
    
    
    
    Other liabilities
    
    
    84,163
    
    
    
    64,052Total liabilities
    
    
    4,463,654
    
    
    
    4,674,046Commitments and contingenciesEquity:BankAtlantic Bancorps stockholders equityPreferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Class A common stock, $.01 par value, authorized 125,000,000
shares; issued and outstanding 61,595,321 and 48,245,042 shares
    
    
    616
    
    
    
    483Class B common stock, $.01 par value, authorized 9,000,000
shares; issued and outstanding 975,225 and 975,225 shares
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    317,304
    
    
    
    296,438Accumulated deficit
    
    
    (251,061
    )
    
    
    (153,434
    )Total equity before accumulated other comprehensive loss
    
    
    66,869
    
    
    
    143,497Accumulated other comprehensive loss
    
    
    (3,207
    )
    
    
    (1,926
    )Total BankAtlantic Bancorp equity
    
    
    63,662
    
    
    
    141,571Noncontrolling interest
    
    
    420
    
    
    
    Total equity
    
    
    64,082
    
    
    
    141,571Total liabilities and equity
    
    $
    4,527,736
    
    
    
    4,815,617
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(In thousands, except share and per share data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Interest income:Interest and fees on loans
    
    $
    38,356
    
    
    
    45,028
    
    
    
    119,888
    
    
    
    142,453Interest and dividends on securities
    
    
    3,214
    
    
    
    4,927
    
    
    
    9,949
    
    
    
    20,038Interest on tax certificates
    
    
    2,837
    
    
    
    3,793
    
    
    
    5,707
    
    
    
    11,046Total interest income
    
    
    44,407
    
    
    
    53,748
    
    
    
    135,544
    
    
    
    173,537Interest expense:Interest on deposits
    
    
    4,877
    
    
    
    9,420
    
    
    
    17,955
    
    
    
    33,934Interest on advances from FHLB
    
    
    106
    
    
    
    2,494
    
    
    
    1,065
    
    
    
    14,740Interest on short term borrowings
    
    
    8
    
    
    
    9
    
    
    
    23
    
    
    
    200Interest on subordinated debentures
and bonds payable
    
    
    4,107
    
    
    
    3,973
    
    
    
    11,789
    
    
    
    12,791Total interest expense
    
    
    9,098
    
    
    
    15,896
    
    
    
    30,832
    
    
    
    61,665Net interest income
    
    
    35,309
    
    
    
    37,852
    
    
    
    104,712
    
    
    
    111,872Provision for loan losses
    
    
    24,410
    
    
    
    63,586
    
    
    
    103,718
    
    
    
    151,357Net interest income (expense) after provision for
loan losses
    
    
    10,899
    
    
    
    (25,734
    )
    
    
    994
    
    
    
    (39,485
    )Non-interest income:Service charges on deposits
    
    
    15,214
    
    
    
    19,767
    
    
    
    45,764
    
    
    
    57,799Other service charges and fees
    
    
    7,495
    
    
    
    7,355
    
    
    
    22,612
    
    
    
    22,439Securities activities, net
    
    
    (552
    )
    
    
    4,774
    
    
    
    2,898
    
    
    
    9,906Other
    
    
    5,204
    
    
    
    3,711
    
    
    
    11,074
    
    
    
    10,094Total non-interest income
    
    
    27,361
    
    
    
    35,607
    
    
    
    82,348
    
    
    
    100,238Non-interest expense:Employee compensation and benefits
    
    
    23,549
    
    
    
    24,876
    
    
    
    74,082
    
    
    
    79,617Occupancy and equipment
    
    
    13,263
    
    
    
    14,553
    
    
    
    40,590
    
    
    
    44,306Advertising and promotion
    
    
    2,026
    
    
    
    1,549
    
    
    
    6,209
    
    
    
    6,360Check losses
    
    
    763
    
    
    
    1,146
    
    
    
    1,716
    
    
    
    2,981Professional fees
    
    
    6,209
    
    
    
    3,470
    
    
    
    13,920
    
    
    
    9,491Supplies and postage
    
    
    983
    
    
    
    1,035
    
    
    
    2,902
    
    
    
    3,038Telecommunication
    
    
    702
    
    
    
    353
    
    
    
    1,898
    
    
    
    1,637Cost associated with debt redemption
    
    
    
    
    
    
    5,431
    
    
    
    60
    
    
    
    7,463Provision (recovery) for tax certificates
    
    
    885
    
    
    
    (198
    )
    
    
    3,752
    
    
    
    2,702(Gain) loss on sale of real estate
    
    
    (442
    )
    
    
    67
    
    
    
    944
    
    
    
    (220
    )Impairment of assets held for sale
    
    
    4,469
    
    
    
    
    
    
    
    4,469
    
    
    
    Impairment of real estate held for
development and sale
    
    
    
    
    
    
    1,131
    
    
    
    1,511
    
    
    
    1,165Impairment of real estate owned
    
    
    500
    
    
    
    137
    
    
    
    1,864
    
    
    
    760Lease
termination costs, net
    
    
    1,093
    
    
    
    383
    
    
    
    1,308
    
    
    
    1,684Employee termination costs
    
    
    2,103
    
    
    
    78
    
    
    
    2,103
    
    
    
    2,024Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124FDIC special assessment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,428Other
    
    
    7,304
    
    
    
    7,947
    
    
    
    22,842
    
    
    
    23,246Total non-interest expense
    
    
    63,407
    
    
    
    61,958
    
    
    
    180,170
    
    
    
    197,806Loss from continuing operations
before income taxes
    
    
    (25,147
    )
    
    
    (52,085
    )
    
    
    (96,828
    )
    
    
    (137,053
    )Provision for income taxes
    
    
    37
    
    
    
    3
    
    
    
    127
    
    
    
    3Loss from continuing operations
    
    
    (25,184
    )
    
    
    (52,088
    )
    
    
    (96,955
    )
    
    
    (137,056
    )Discontinued operations
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    3,701Net loss
    
    
    (25,184
    )
    
    
    (52,588
    )
    
    
    (96,955
    )
    
    
    (133,355
    )Less: net income attributable to noncontrolling
interest
    
    
    (225
    )
    
    
    
    
    
    
    (672
    )
    
    
    Net loss attributable to
BankAtlantic Bancorp
    
    $
    (25,409
    )
    
    
    (52,588
    )
    
    
    (97,627
    )
    
    
    (133,355
    )Basic loss per shareContinuing operations
    
    $
    (0.42
    )
    
    
    (3.43
    )
    
    
    (1.82
    )
    
    
    (9.03
    )Discontinued operations
    
    
    
    
    
    
    (0.04
    )
    
    
    
    
    
    
    0.24Basic loss per share
    
    $
    (0.42
    )
    
    
    (3.47
    )
    
    
    (1.82
    )
    
    
    (8.79
    )Diluted loss per shareContinuing operations
    
    $
    (0.42
    )
    
    
    (3.43
    )
    
    
    (1.82
    )
    
    
    (9.03
    )Discontinued operations
    
    
    
    
    
    
    (0.04
    )
    
    
    
    
    
    
    0.24Diluted loss per share
    
    $
    (0.42
    )
    
    
    (3.47
    )
    
    
    (1.82
    )
    
    
    (8.79
    )Basic weighted average number of
common shares outstanding
    
    
    60,783,516
    
    
    
    15,173,773
    
    
    
    53,564,819
    
    
    
    15,170,509Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    60,783,516
    
    
    
    15,173,773
    
    
    
    53,564,819
    
    
    
    15,170,509
  4




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##### Table of Contents



BankAtlantic Bancorp, Inc.
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME (LOSS)
For the Nine Months Ended September 30, 2009 and 2010-Unaudited
 Accumulated(Accumulated
    
    
    OtherCompre-
    
    
    
    
    
    
    Additional
    
    
    Deficit)
    
    
    Compre-
    
    
    BankAtlantic
    
    
    Non-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive
    
    
    Bancorp
    
    
    Controlling
    
    
    Total(In thousands)
    
    Income (loss)
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income (loss)
    
    
    Equity
    
    
    Interest
    
    
    EquityBALANCE, DECEMBER 31, 2008
    
    $
    
    
    
    
    113
    
    
    
    218,974
    
    
    
    32,667
    
    
    
    (7,786
    )
    
    
    243,968
    
    
    
    
    
    
    
    243,968Net loss
    
    
    (133,355
    )
    
    
    
    
    
    
    
    
    
    
    (133,355
    )
    
    
    
    
    
    
    (133,355
    )
    
    
    
    
    
    
    (133,355
    )Net unrealized gains on securities
available for sale
    
    
    1,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,950
    
    
    
    1,950
    
    
    
    
    
    
    
    1,950Comprehensive loss
    
    $
    (131,405
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Issuance of Class A common stock
    
    
    
    
    
    
    380
    
    
    
    74,885
    
    
    
    
    
    
    
    
    
    
    
    75,265
    
    
    
    
    
    
    
    75,265Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,896
    
    
    
    
    
    
    
    
    
    
    
    1,896
    
    
    
    
    
    
    
    1,896BALANCE, SEPTEMBER 30, 2009
    
    $
    
    
    
    
    493
    
    
    
    295,755
    
    
    
    (100,970
    )
    
    
    (5,836
    )
    
    
    189,442
    
    
    
    
    
    
    
    189,442BALANCE, DECEMBER 31, 2009
    
    $
    
    
    
    
    493
    
    
    
    296,438
    
    
    
    (153,434
    )
    
    
    (1,926
    )
    
    
    141,571
    
    
    
    
    
    
    
    141,571Net loss
    
    
    (97,627
    )
    
    
    
    
    
    
    
    
    
    
    (97,627
    )
    
    
    
    
    
    
    (97,627
    )
    
    
    672
    
    
    
    (96,955
    )Net unrealized losses on securities
available for sale
    
    
    (1,281
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,281
    )
    
    
    (1,281
    )
    
    
    
    
    
    
    (1,281
    )Comprehensive loss
    
    $
    (98,908
    )Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    307
    
    
    
    307Noncontrolling interest distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (559
    )
    
    
    (559
    )Issuance of Class A common stock
    
    
    
    
    
    
    133
    
    
    
    19,468
    
    
    
    
    
    
    
    
    
    
    
    19,601
    
    
    
    
    
    
    
    19,601Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,398
    
    
    
    
    
    
    
    
    
    
    
    1,398
    
    
    
    
    
    
    
    1,398BALANCE, SEPTEMBER 30, 2010
    
    $
    
    
    
    
    626
    
    
    
    317,304
    
    
    
    (251,061
    )
    
    
    (3,207
    )
    
    
    63,662
    
    
    
    420
    
    
    
    64,082
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Nine MonthsEnded September 30,(In thousands)
    
    2010
    
    
    2009Net cash provided by operating activities
    
    $
    115,942
    
    
    
    60,276Investing activities:Purchase of interest-bearing deposits in
other financial institutions
    
    
    (47,990
    )
    
    
    Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    99,558
    
    
    
    135,527Purchase of investment securities and tax certificates
    
    
    (97,285
    )
    
    
    (63,730
    )Purchase of securities available for sale
    
    
    (248,332
    )
    
    
    (50,947
    )Proceeds from sales of securities available for sale
    
    
    57,616
    
    
    
    303,821Proceeds from maturities of securities available for sale
    
    
    70,674
    
    
    
    113,743Purchases of FHLB stock
    
    
    
    
    
    
    (2,295
    )Redemption of FHLB stock
    
    
    3,492
    
    
    
    8,151Investments in unconsolidated companies
    
    
    
    
    
    
    (766
    )Distributions from unconsolidated companies
    
    
    
    
    
    
    296Net decrease in loans receivable
    
    
    283,226
    
    
    
    305,467Proceeds from the sales of loans receivable
    
    
    29,421
    
    
    
    5,427Improvements to real estate owned
    
    
    (945
    )
    
    
    (1,018
    )Proceeds from sales of real estate owned
    
    
    18,899
    
    
    
    3,715Disposals of office properties and equipment
    
    
    507
    
    
    
    280Additions to office properties and equipment
    
    
    (2,949
    )
    
    
    (2,824
    )Net cash provided by investing activities
    
    
    165,892
    
    
    
    754,847Financing activities:Net (decrease) increase in deposits
    
    
    (132,039
    )
    
    
    39,683Prepayment of FHLB advances
    
    
    (2,068
    )
    
    
    (1,159,463
    )Net (repayments of) proceeds from FHLB advances
    
    
    (100,000
    )
    
    
    527,000Decrease in short-term borrowings
    
    
    (6,323
    )
    
    
    (248,227
    )Repayment of bonds payable
    
    
    (45
    )
    
    
    (135
    )Prepayments of bonds payable
    
    
    (661
    )
    
    
    Proceeds from issuance of Class A common stock
    
    
    19,601
    
    
    
    75,265Noncontrolling interest distributions
    
    
    (559
    )
    
    
    Common stock dividends
    
    
    
    
    
    
    (282
    )Net cash used in financing activities
    
    
    (222,094
    )
    
    
    (766,159
    )Increase in cash and cash equivalents
    
    
    59,740
    
    
    
    48,964Cash and cash equivalents at the beginning of period
    
    
    234,797
    
    
    
    158,957Cash and cash equivalents held for sale
    
    
    (4,902
    )
    
    
    Cash and cash equivalents at end of period
    
    $
    289,635
    
    
    
    207,921
  6




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Nine MonthsEnded September 30,(In thousands)
    
    2010
    
    
    2009Cash paid or received for:Interest on borrowings and deposits
    
    $
    20,413
    
    
    
    67,797Income tax refunds
    
    
    31,692
    
    
    
    Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to real estate owned
    
    
    40,942
    
    
    
    21,268Office properties and equipment transferred to real
estate held for development and sale
    
    
    1,919
    
    
    
    Real estate held for development and sale transferred to
Office properties and equipment
    
    
    1,239
    
    
    
    Transfers to assets held for sale:Cash
    
    
    4,902
    
    
    
    Office properties and equipment
    
    
    32,307
    
    
    
    Securities purchased pending settlement
    
    
    5,239
    
    
    
    Change in assets and liabilities as of January 1, 2010
upon the consolidation of a factoring joint venture:Increase in loans receivable
    
    
    (3,214
    )
    
    
    Decrease in investment in unconsolidated subsidiaries
    
    
    3,256
    
    
    
    Increase in other assets
    
    
    (367
    )
    
    
    Increase in other liabilities
    
    
    18
    
    
    
    Increase in noncontrolling interest
    
    
    307
    
    
    
    
  7




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##### Table of Contents



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




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  2. Fair Value Measurement
  Fair Value Measurements usingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    123,927
    
    
    
    
    
    
    
    123,927
    
    
    
    REMICS (1)
    
    
    78,805
    
    
    
    
    
    
    
    78,805
    
    
    
    Agency bonds
    
    
    90,375
    
    
    
    
    
    
    
    90,375
    
    
    
    Municipal Bonds
    
    
    152,177
    
    
    
    
    
    
    
    152,177
    
    
    
    Foreign currency put
options
    
    
    95
    
    
    
    95
    
    
    
    
    
    
    
    Equity securities
    
    
    1,315
    
    
    
    1,315
    
    
    
    
    
    
    
    Total
    
    $
    446,694
    
    
    
    1,410
    
    
    
    445,284
    
    
    
    
 Fair Value Measurements usingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    211,945
    
    
    
    
    
    
    
    211,945
    
    
    
    REMICS (1)
    
    
    107,347
    
    
    
    
    
    
    
    107,347
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    785
    
    
    
    785
    
    
    
    
    
    
    
    Total
    
    $
    320,327
    
    
    
    785
    
    
    
    319,292
    
    
    
    250
 
 (1)
    
    Real estate mortgage investment conduits (REMICS) are pass-through entities that
hold residential loans. Investors in these entities are issued ownership interests in the
entities in the form of a bond. The securities are guaranteed by government agencies. 9




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   OtherBondsBeginning Balance
    
    $
    250Total gains and losses (realized/unrealized)Included in earnings
    
    
    Included in other comprehensive income
    
    
    Purchases, issuances, and settlements
    
    
    (250
    )Transfers in and/or out of Level 3
    
    
    Ending balance
    
    $
    
  EquityFor the Three Months Ended September 30, 2009:
    
    Bonds
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    210
    
    
    
    460Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    
    
    
    
    (46
    )
    
    
    (46
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    164
    
    
    
    414
 EquityFor the Nine Months Ended September 30, 2009:
    
    Bonds
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    1,588
    
    
    
    1,838Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive income
    
    
    
    
    
    
    (46
    )
    
    
    (46
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    164
    
    
    
    414
    10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
     Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the fair
value
of the underlying collateral
    
    $
    304,275
    
    
    
    
    
    
    
    
    
    
    
    304,275
    
    
    
    93,649Impaired real estate assets
held for sale
    
    
    13,964
    
    
    
    
    
    
    
    
    
    
    
    13,964
    
    
    
    4,469Impaired real estate owned
    
    
    10,437
    
    
    
    
    
    
    
    
    
    
    
    10,437
    
    
    
    1,864Impaired real estate held for
development and sale
    
    
    3,490
    
    
    
    
    
    
    
    
    
    
    
    3,490
    
    
    
    1,532Total
    
    $
    332,166
    
    
    
    
    
    
    
    
    
    
    
    332,166
    
    
    
    101,514
  Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the fair
value
of the underlying collateral
    
    $
    219,173
    
    
    
    
    
    
    
    
    
    
    
    219,173
    
    
    
    78,710Impaired real estate owned
    
    
    4,373
    
    
    
    
    
    
    
    
    
    
    
    4,373
    
    
    
    760Impaired real estate held for
development and sale
    
    
    11,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,165Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124Total
    
    $
    234,876
    
    
    
    
    
    
    
    
    
    
    
    223,546
    
    
    
    89,759
  11




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##### Table of Contents



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




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Financial Disclosures about Fair Value of Financial Instruments
 September 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair(in thousands)
    
    Amount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    289,635
    
    
    
    289,635
    
    
    
    234,797
    
    
    
    234,797Interest bearing deposits in
other financial institutions
    
    
    47,990
    
    
    
    47,990
    
    
    
    
    
    
    
    Securities available for sale
    
    
    446,599
    
    
    
    446,599
    
    
    
    320,327
    
    
    
    320,327Derivatives
    
    
    95
    
    
    
    95
    
    
    
    
    
    
    
    Investment securities
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    1,500Tax certificates
    
    
    104,681
    
    
    
    105,723
    
    
    
    110,991
    
    
    
    112,472FHLB stock
    
    
    45,259
    
    
    
    45,259
    
    
    
    48,751
    
    
    
    48,751Loans receivable including loans
held for sale, net
    
    
    3,239,542
    
    
    
    2,869,943
    
    
    
    3,694,326
    
    
    
    3,392,681Financial liabilities:Deposits
    
    
    3,837,641
    
    
    
    3,840,999
    
    
    
    3,969,680
    
    
    
    3,971,702Short term borrowings
    
    
    20,948
    
    
    
    20,948
    
    
    
    27,271
    
    
    
    27,271Advances from FHLB
    
    
    180,000
    
    
    
    179,935
    
    
    
    282,012
    
    
    
    282,912Subordinated debentures
and notes payable
    
    
    22,000
    
    
    
    21,165
    
    
    
    22,697
    
    
    
    20,645Junior subordinated debentures
    
    
    318,802
    
    
    
    114,150
    
    
    
    308,334
    
    
    
    74,943
       13




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
       14




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 3. Securities Available for Sale
 The following tables summarize securities available for sale (in thousands):
 As of September 30, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    116,836
    
    
    
    7,091
    
    
    
    
    
    
    
    123,927Agency Bonds
    
    
    89,996
    
    
    
    379
    
    
    
    
    
    
    
    90,375REMICS (1)
    
    
    75,602
    
    
    
    3,203
    
    
    
    
    
    
    
    78,805Total
    
    
    282,434
    
    
    
    10,673
    
    
    
    
    
    
    
    293,107Investment Securities:Municipal Bonds
    
    
    152,183
    
    
    
    71
    
    
    
    77
    
    
    
    152,177Equity securities
    
    
    1,260
    
    
    
    57
    
    
    
    2
    
    
    
    1,315Total investment securities
    
    
    153,443
    
    
    
    128
    
    
    
    79
    
    
    
    153,492Total
    
    $
    435,877
    
    
    
    10,801
    
    
    
    79
    
    
    
    446,599
 As of December 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    202,985
    
    
    
    8,961
    
    
    
    1
    
    
    
    211,945REMICS (1)
    
    
    104,329
    
    
    
    3,037
    
    
    
    19
    
    
    
    107,347Total
    
    
    307,314
    
    
    
    11,998
    
    
    
    20
    
    
    
    319,292Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    760
    
    
    
    31
    
    
    
    6
    
    
    
    785Total investment securities
    
    
    1,010
    
    
    
    31
    
    
    
    6
    
    
    
    1,035Total
    
    $
    308,324
    
    
    
    12,029
    
    
    
    26
    
    
    
    320,327
 
 (1)
    
    Real estate mortgage investment conduits (REMICS) are pass-through entities that
hold residential loans. Investors in these entities are issued ownership interests in the
entities in the form of a bond. The securities are guaranteed by government agencies. 15




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  As of September 30, 2010Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesMunicipal notes
    
    
    88,337
    
    
    
    (77
    )
    
    
    
    
    
    
    
    
    
    
    88,337
    
    
    
    (77
    )Equity securities
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    (2
    )
    
    
    8
    
    
    
    (2
    )Total available for
sale securities:
    
    $
    88,337
    
    
    
    (77
    )
    
    
    8
    
    
    
    (2
    )
    
    
    88,345
    
    
    
    (79
    )
 As of December 31, 2009Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesMortgage-backed securities
    
    $
    
    
    
    
    
    
    
    
    159
    
    
    
    (1
    )
    
    
    159
    
    
    
    (1
    )REMICS
    
    
    
    
    
    
    
    
    
    
    21,934
    
    
    
    (19
    )
    
    
    21,934
    
    
    
    (19
    )Equity securities
    
    
    4
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    (6
    )Total available for sale
securities:
    
    $
    4
    
    
    
    (6
    )
    
    
    22,093
    
    
    
    (20
    )
    
    
    22,097
    
    
    
    (26
    )
    Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairSeptember 30, 2010 (1)
    
    Cost
    
    
    ValueDue within one year
    
    $
    143,652
    
    
    
    143,642Due after one year, but within five years
    
    
    98,595
    
    
    
    98,980Due after five years, but within ten years
    
    
    27,057
    
    
    
    28,088Due after ten years
    
    
    165,313
    
    
    
    174,574Total
    
    $
    434,617
    
    
    
    445,284
 
 (1)
    
    Scheduled maturities in the above table are based on contractual
maturities which may vary significantly from actual maturities due
to prepayments. 16




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Gross gains on securities sales
    
    $
    
    
    
    
    4,774
    
    
    
    3,138
    
    
    
    11,284Gross losses on securities sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceed from sales of securities
    
    
    10,705
    
    
    
    98,115
    
    
    
    57,616
    
    
    
    303,821
  4. Derivatives
  Contract
    
    Expiration
    
    
    Strike
    
    
    
    
    
    
    FairAmount
    
    Date
    
    
    Price
    
    
    Premium
    
    
    Value2,800
    
    Nov-10
    
    $
    1.34
    
    
    $
    166
    
    
    
    361,600
    
    Dec-10
    
    
    1.34
    
    
    
    104
    
    
    
    32400
    
    Jan-11
    
    
    1.34
    
    
    
    28
    
    
    
    12400
    
    Apr-11
    
    
    1.34
    
    
    
    31
    
    
    
    155,200
    
    
    
    
    
    
    
    
    
    $
    329
    
    
    
    95
  5. Discontinued Operations
  17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 6. Restructuring Charges and Exit Activities
  EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1, 2009
    
    
    171
    
    
    
    1,462
    
    
    
    1,633Expenses incurred
    
    
    2,024
    
    
    
    1,666
    
    
    
    3,690Amounts paid or amortized
    
    
    (2,066
    )
    
    
    (105
    )
    
    
    (2,171
    )Balance at September 30, 2009
    
    
    129
    
    
    
    3,023
    
    
    
    3,152
 EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1, 2010
    
    
    10
    
    
    
    3,681
    
    
    
    3,691Expenses incurred
    
    
    2,103
    
    
    
    1,308
    
    
    
    3,411Amounts paid or amortized
    
    
    (809
    )
    
    
    (417
    )
    
    
    (1,226
    )Balance at September 30, 2010
    
    
    1,304
    
    
    
    4,572
    
    
    
    5,876
     18




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 7. Loans Receivable
  September 30,
    
    
    December 31,2010
    
    
    2009Real estate loans:Residential
    
    $
    1,307,321
    
    
    $
    1,549,791Builder land loans
    
    
    19,826
    
    
    
    57,807Land acquisition and development
    
    
    140,637
    
    
    
    182,235Land acquisition, development and
construction
    
    
    10,766
    
    
    
    26,184Construction and development
    
    
    162,042
    
    
    
    211,809Commercial
    
    
    694,655
    
    
    
    688,386Consumer  home equity
    
    
    619,312
    
    
    
    669,690Small business
    
    
    206,544
    
    
    
    213,591Other loans:Commercial business
    
    
    140,580
    
    
    
    155,226Small business  non-mortgage
    
    
    97,445
    
    
    
    99,113Consumer loans
    
    
    17,481
    
    
    
    15,935Deposit overdrafts
    
    
    3,886
    
    
    
    4,816Total gross loans
    
    
    3,420,495
    
    
    
    3,874,583Adjustments:Premiums, discounts and net deferred fees
    
    
    2,155
    
    
    
    2,414Allowance for loan losses
    
    
    (185,947
    )
    
    
    (187,218
    )Loans receivable  net
    
    $
    3,236,703
    
    
    $
    3,689,779Loans held for sale
    
    $
    2,839
    
    
    $
    4,547
    September 30,
    
    
    December 31,2010
    
    
    2009Construction and development
    
    $
    32,988
    
    
    
    43,432Commercial
    
    
    25,391
    
    
    
    25,696Total undisbursed loans in process
    
    $
    58,379
    
    
    
    69,128
 19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Allowance for Loan Losses (in thousands):
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    187,862
    
    
    
    172,220
    
    
    
    187,218
    
    
    
    137,257Loans charged-off
    
    
    (27,309
    )
    
    
    (51,506
    )
    
    
    (107,899
    )
    
    
    (105,767
    )Recoveries of loans
previously charged-off
    
    
    984
    
    
    
    362
    
    
    
    2,910
    
    
    
    1,815Net charge-offs
    
    
    (26,325
    )
    
    
    (51,144
    )
    
    
    (104,989
    )
    
    
    (103,952
    )Provision for loan losses
    
    
    24,410
    
    
    
    63,586
    
    
    
    103,718
    
    
    
    151,357Balance, end of period
    
    $
    185,947
    
    
    
    184,662
    
    
    
    185,947
    
    
    
    184,662
  September 30, 2010
    
    December 31, 2009Gross
    
    Specific
    
    Gross
    
    SpecificRecorded
    
    Valuation
    
    Recorded
    
    ValuationInvestment
    
    Allowances
    
    Investment
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    363,479
    
    
    
    106,124
    
    
    
    249,477
    
    
    
    70,485Impaired loans without
specificvaluation allowances
    
    
    191,825
    
    
    
    
    
    
    
    196,018
    
    
    
    Total
    
    $
    555,304
    
    
    
    106,124
    
    
    
    445,495
    
    
    
    70,485
     For the Three Months
    
    
    For the Nine MonthsEnded September, 30
    
    
    Ended September, 302010
    
    
    2009
    
    
    2010
    
    
    2009Contracted interest
income
    
    $
    6,239
    
    
    
    5,561
    
    
    
    18,721
    
    
    
    16,645Interest income
recognized
    
    
    (2,364
    )
    
    
    (1,346
    )
    
    
    (8,255
    )
    
    
    (4,848
    )Foregone interest income
    
    $
    3,875
    
    
    
    4,215
    
    
    
    10,466
    
    
    
    11,797
 20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 8. Assets Held for Sale
   ASSETSCash and cash equivalents
    
    $
    4,902Office properties and equipment
    
    
    32,307Total assets held for sale
    
    $
    37,209LIABILITIESInterest bearing deposits
    
    $
    259,893Non-interest bearing deposits
    
    
    79,467Total deposits
    
    
    339,360Accrued interest payable
    
    
    100Total liabilities held for sale
    
    $
    339,460
  9. Goodwill
  10. Short-term Borrowings, Common Stock and Share-based Compensation
   21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
     Class A
    
    
    WeightedNon-vested
    
    
    AverageRestricted
    
    
    Grant dateStock
    
    
    Fair ValueOutstanding at December 31, 2009
    
    
    19,800
    
    
    $
    42.11Vested
    
    
    (9,900
    )
    
    
    19.11Forfeited
    
    
    (70,000
    )
    
    
    1.24Granted
    
    
    1,675,000
    
    
    
    1.24Outstanding at September 30, 2010
    
    
    1,614,900
    
    
    $
    1.63
 11. Related Parties
     22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three
    
    For the NineMonths Ended
    
    Months EndedSeptember 30,
    
    September 30,2010
    
    2009
    
    2010
    
    2009Non-interest income:Other  office facilities
    
    $
    140
    
    
    
    143
    
    
    
    428
    
    
    
    403Non-interest expense:Employee compensation
and benefits
    
    
    (18
    )
    
    
    (29
    )
    
    
    (64
    )
    
    
    (87
    )Other  back-office support
    
    
    (635
    )
    
    
    (407
    )
    
    
    (1,801
    )
    
    
    (1,313
    )Net effect of affiliate
transactions
before income taxes
    
    $
    (513
    )
    
    
    (293
    )
    
    
    (1,437
    )
    
    
    (997
    )
   Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    44,176
    
    
    $
    52.38
     23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  12. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operationsParent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and capital management and financing activities
  24




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Three Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2010Interest income
    
    $
    44,331
    
    
    
    80
    
    
    
    (4
    )
    
    
    44,407Interest expense
    
    
    (5,230
    )
    
    
    (3,872
    )
    
    
    4
    
    
    
    (9,098
    )Provision for loan losses
    
    
    (23,012
    )
    
    
    (1,398
    )
    
    
    
    
    
    
    (24,410
    )Non-interest income
    
    
    27,035
    
    
    
    576
    
    
    
    (250
    )
    
    
    27,361Non-interest expense
    
    
    (60,756
    )
    
    
    (2,901
    )
    
    
    250
    
    
    
    (63,407
    )Segment loss before
income taxes
    
    
    (17,632
    )
    
    
    (7,515
    )
    
    
    
    
    
    
    (25,147
    )Provision for income taxes
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    (37
    )Segment net loss
    
    $
    (17,669
    )
    
    
    (7,515
    )
    
    
    
    
    
    
    (25,184
    )Total assets
    
    $
    4,485,476
    
    
    
    384,778
    
    
    
    (342,518
    )
    
    
    4,527,7362009Interest income
    
    $
    53,668
    
    
    
    85
    
    
    
    (5
    )
    
    
    53,748Interest expense
    
    
    (12,183
    )
    
    
    (3,718
    )
    
    
    5
    
    
    
    (15,896
    )Provision for loan losses
    
    
    (52,246
    )
    
    
    (11,340
    )
    
    
    
    
    
    
    (63,586
    )Non-interest income
    
    
    35,492
    
    
    
    364
    
    
    
    (249
    )
    
    
    35,607Non-interest expense
    
    
    (60,032
    )
    
    
    (2,175
    )
    
    
    249
    
    
    
    (61,958
    )Segment loss before
income taxes
    
    
    (35,301
    )
    
    
    (16,784
    )
    
    
    
    
    
    
    (52,085
    )Provision for income taxes
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    (3
    )Segment net loss
    
    $
    (35,304
    )
    
    
    (16,784
    )
    
    
    
    
    
    $
    (52,088
    )Total assets
    
    $
    4,882,385
    
    
    
    496,774
    
    
    
    (437,970
    )
    
    $
    4,941,189
 25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Nine Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2010Interest income
    
    $
    135,317
    
    
    
    239
    
    
    
    (12
    )
    
    
    135,544Interest expense
    
    
    (19,749
    )
    
    
    (11,095
    )
    
    
    12
    
    
    
    (30,832
    )Provision for loan losses
    
    
    (98,680
    )
    
    
    (5,038
    )
    
    
    
    
    
    
    (103,718
    )Non-interest income
    
    
    81,563
    
    
    
    1,545
    
    
    
    (760
    )
    
    
    82,348Non-interest expense
    
    
    (172,992
    )
    
    
    (7,938
    )
    
    
    760
    
    
    
    (180,170
    )Segment loss before
income taxes
    
    
    (74,541
    )
    
    
    (22,287
    )
    
    
    
    
    
    
    (96,828
    )Provision for income taxes
    
    
    (127
    )
    
    
    
    
    
    
    
    
    
    
    (127
    )Segment net loss
    
    $
    (74,668
    )
    
    
    (22,287
    )
    
    
    
    
    
    
    (96,955
    )2009Interest income
    
    $
    173,068
    
    
    
    490
    
    
    
    (21
    )
    
    
    173,537Interest expense
    
    
    (49,736
    )
    
    
    (11,950
    )
    
    
    21
    
    
    
    (61,665
    )Provision for loan losses
    
    
    (131,721
    )
    
    
    (19,636
    )
    
    
    
    
    
    
    (151,357
    )Non-interest income
    
    
    101,133
    
    
    
    (149
    )
    
    
    (746
    )
    
    
    100,238Non-interest expense
    
    
    (192,812
    )
    
    
    (5,740
    )
    
    
    746
    
    
    
    (197,806
    )Segment loss before
income taxes
    
    
    (100,068
    )
    
    
    (36,985
    )
    
    
    
    
    
    
    (137,053
    )Provision for income taxes
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    (3
    )Segment net loss
    
    $
    (100,071
    )
    
    
    (36,985
    )
    
    
    
    
    
    
    (137,056
    )
 13. Financial Instruments With Off-balance Sheet Risk
  September 30,
    
    
    December 31,2010
    
    
    2009Commitments to sell fixed rate residential loans
    
    $
    22,408
    
    
    
    23,255Commitments to originate loans held for sale
    
    
    19,569
    
    
    
    18,708Commitments to originate loans held to maturity
    
    
    21,632
    
    
    
    43,842Commitments to purchase residential loans
    
    
    8,100
    
    
    
    Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    372,724
    
    
    
    396,627Standby letters of credit
    
    
    8,818
    
    
    
    13,573Commercial lines of credit
    
    
    67,428
    
    
    
    74,841
  26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Concentration of Credit Risk
   27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 14. Earnings per Share
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic loss per share:Numerator:Loss from continuing operations
    
    $
    (25,409
    )
    
    
    (52,088
    )
    
    
    (97,627
    )
    
    
    (137,056
    )Discontinued operations
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    3,701Net loss
    
    $
    (25,409
    )
    
    
    (52,588
    )
    
    
    (97,627
    )
    
    
    (133,355
    )Denominator:Basic weighted average number of
common shares outstanding
    
    
    60,783,516
    
    
    
    15,173,773
    
    
    
    53,564,819
    
    
    
    15,170,509Basic loss per share from:Continuing operations
    
    $
    (0.42
    )
    
    
    (3.43
    )
    
    
    (1.82
    )
    
    
    (9.03
    )Discontinued operations
    
    
    
    
    
    
    (0.03
    )
    
    
    
    
    
    
    0.24Basic loss per share
    
    $
    (0.42
    )
    
    
    (3.47
    )
    
    
    (1.82
    )
    
    
    (8.79
    )Diluted loss per shareNumerator:Loss from continuing operations
    
    $
    (25,409
    )
    
    
    (52,088
    )
    
    
    (97,627
    )
    
    
    (137,056
    )Discontinued operations
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    3,701Net loss
    
    $
    (25,409
    )
    
    
    (52,588
    )
    
    
    (97,627
    )
    
    
    (133,355
    )Denominator:Basic weighted average number of
common shares outstanding
    
    
    60,783,516
    
    
    
    15,173,773
    
    
    
    53,564,819
    
    
    
    15,170,509Diluted weighted average shares
outstanding
    
    
    60,783,516
    
    
    
    15,173,773
    
    
    
    53,564,819
    
    
    
    15,170,509Diluted loss per share from:Continuing operations
    
    $
    (0.42
    )
    
    
    (3.43
    )
    
    
    (1.82
    )
    
    
    (9.03
    )Discontinued operations
    
    
    
    
    
    
    (0.03
    )
    
    
    
    
    
    
    0.24Diluted loss per share
    
    $
    (0.42
    )
    
    
    (3.47
    )
    
    
    (1.82
    )
    
    
    (8.79
    )Cash dividends per share:Class A share
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    0.0250Class B share
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    0.0250
   28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 15. New Accounting Pronouncements
     
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   29




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Critical Accounting Policies
  Consolidated Results of Operations
  For the Three Months Ended September 30,2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (17,669
    )
    
    
    (35,304
    )
    
    
    17,635Parent Company
    
    
    (7,515
    )
    
    
    (16,784
    )
    
    
    9,269Net loss
    
    $
    (25,184
    )
    
    
    (52,088
    )
    
    
    26,904
 For the Three Months September 30, 2010 Compared to the Same 2009 Period:
  30




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   For the Nine Months Ended September 30,(in thousands)
    
    2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (74,668
    )
    
    $
    (100,071
    )
    
    $
    25,403Parent Company
    
    
    (22,287
    )
    
    
    (36,985
    )
    
    
    14,698Net loss
    
    $
    (96,955
    )
    
    $
    (137,056
    )
    
    $
    40,101
 For the Nine Months Ended September 30, 2010 Compared to the Same 2009 Period:
    31




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedSeptember 30, 2010
    
    
    September 30, 2009Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    3,485,826
    
    
    
    38,299
    
    
    
    4.39
    
    
    $
    4,066,363
    
    
    
    44,968
    
    
    
    4.42Investments
    
    
    748,289
    
    
    
    6,032
    
    
    
    3.22
    
    
    
    616,086
    
    
    
    8,700
    
    
    
    5.65Total interest earning assets
    
    
    4,234,115
    
    
    
    44,331
    
    
    
    4.19
    %
    
    
    4,682,449
    
    
    
    53,668
    
    
    
    4.58
    %Goodwill and core deposit intangibles
    
    
    15,028
    
    
    
    
    
    
    
    
    
    
    
    16,297Other non-interest earning assets
    
    
    255,074
    
    
    
    
    
    
    
    
    
    
    
    276,551Total Assets
    
    $
    4,504,217
    
    
    
    
    
    
    
    
    
    
    $
    4,975,297Deposits:Savings
    
    $
    444,981
    
    
    
    250
    
    
    
    0.22
    %
    
    $
    431,516
    
    
    
    367
    
    
    
    0.34
    %NOW
    
    
    1,484,558
    
    
    
    1,441
    
    
    
    0.39
    
    
    
    1,237,459
    
    
    
    1,930
    
    
    
    0.62Money market
    
    
    404,406
    
    
    
    551
    
    
    
    0.54
    
    
    
    392,344
    
    
    
    642
    
    
    
    0.65Certificates of deposit
    
    
    689,664
    
    
    
    2,635
    
    
    
    1.52
    
    
    
    1,175,821
    
    
    
    6,480
    
    
    
    2.19Total interest bearing deposits
    
    
    3,023,609
    
    
    
    4,877
    
    
    
    0.64
    
    
    
    3,237,140
    
    
    
    9,419
    
    
    
    1.15Short-term borrowed funds
    
    
    36,885
    
    
    
    12
    
    
    
    0.13
    
    
    
    47,186
    
    
    
    15
    
    
    
    0.13Advances from FHLB
    
    
    106,685
    
    
    
    106
    
    
    
    0.39
    
    
    
    410,628
    
    
    
    2,494
    
    
    
    2.41Long-term debt
    
    
    22,000
    
    
    
    235
    
    
    
    4.24
    
    
    
    22,737
    
    
    
    255
    
    
    
    4.45Total interest bearing liabilities
    
    
    3,189,179
    
    
    
    5,230
    
    
    
    0.65
    
    
    
    3,717,691
    
    
    
    12,183
    
    
    
    1.30Demand deposits
    
    
    907,272
    
    
    
    
    
    
    
    
    
    
    
    808,802Non-interest bearing other liabilities
    
    
    56,525
    
    
    
    
    
    
    
    
    
    
    
    63,870Total Liabilities
    
    
    4,152,976
    
    
    
    
    
    
    
    
    
    
    
    4,590,363Stockholders equity
    
    
    351,241
    
    
    
    
    
    
    
    
    
    
    
    384,934Total liabilities and stockholders
equity
    
    $
    4,504,217
    
    
    
    
    
    
    
    
    
    
    $
    4,975,297Net interest income/ net interest spread
    
    
    
    
    
    $
    39,101
    
    
    
    3.54
    %
    
    
    
    
    
    
    41,485
    
    
    
    3.28
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.19
    %
    
    
    
    
    
    
    
    
    
    
    4.58
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.49
    
    
    
    
    
    
    
    
    
    
    
    1.04Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.70
    %
    
    
    
    
    
    
    
    
    
    
    3.54
    %
 For the Three Months Ended September 30, 2010 Compared to the Same 2009 Period:
    32




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   33




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Average Balance Sheet - Yield / Rate AnalysisFor the Nine Months EndedSeptember 30, 2010
    
    
    September 30, 2009Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/( dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    3,608,848
    
    
    
    119,717
    
    
    
    4.42
    
    
    
    4,215,306
    
    
    
    142,159
    
    
    
    4.50Investments
    
    
    667,397
    
    
    
    15,600
    
    
    
    3.12
    
    
    
    759,671
    
    
    
    30,908
    
    
    
    5.42Total interest earning assets
    
    
    4,276,245
    
    
    
    135,317
    
    
    
    4.22
    %
    
    
    4,974,977
    
    
    
    173,067
    
    
    
    4.64Goodwill and core deposit intangibles
    
    
    15,342
    
    
    
    
    
    
    
    
    
    
    
    19,593Other non-interest earning assets
    
    
    290,558
    
    
    
    
    
    
    
    
    
    
    
    309,682Total Assets
    
    $
    4,582,145
    
    
    
    
    
    
    
    
    
    
    
    5,304,252Deposits:Savings
    
    $
    438,707
    
    
    
    855
    
    
    
    0.26
    %
    
    
    441,270
    
    
    
    1,258
    
    
    
    0.38NOW
    
    
    1,492,442
    
    
    
    5,444
    
    
    
    0.49
    
    
    
    1,148,733
    
    
    
    5,155
    
    
    
    0.60Money market
    
    
    384,024
    
    
    
    1,810
    
    
    
    0.63
    
    
    
    408,656
    
    
    
    2,089
    
    
    
    0.68Certificates of deposit
    
    
    796,375
    
    
    
    9,846
    
    
    
    1.65
    
    
    
    1,243,603
    
    
    
    25,431
    
    
    
    2.73Total deposits
    
    
    3,111,548
    
    
    
    17,955
    
    
    
    0.77
    
    
    
    3,242,262
    
    
    
    33,933
    
    
    
    1.40Short-term borrowed funds
    
    
    36,633
    
    
    
    35
    
    
    
    0.13
    
    
    
    129,487
    
    
    
    223
    
    
    
    0.23Advances from FHLB
    
    
    93,410
    
    
    
    1,065
    
    
    
    1.52
    
    
    
    644,516
    
    
    
    14,740
    
    
    
    3.06Long-term debt
    
    
    22,167
    
    
    
    694
    
    
    
    4.19
    
    
    
    22,778
    
    
    
    839
    
    
    
    4.92Total interest bearing liabilities
    
    
    3,263,758
    
    
    
    19,749
    
    
    
    0.81
    
    
    
    4,039,043
    
    
    
    49,735
    
    
    
    1.65Demand deposits
    
    
    896,080
    
    
    
    
    
    
    
    
    
    
    
    798,390Non-interest bearing other liabilities
    
    
    55,266
    
    
    
    
    
    
    
    
    
    
    
    62,751Total Liabilities
    
    
    4,215,104
    
    
    
    
    
    
    
    
    
    
    
    4,900,184Stockholders equity
    
    
    367,041
    
    
    
    
    
    
    
    
    
    
    
    404,068Total liabilities and stockholders
equity
    
    $
    4,582,145
    
    
    
    
    
    
    
    
    
    
    
    5,304,252Net interest income/net interest spread
    
    
    
    
    
    $
    115,568
    
    
    
    3.41
    %
    
    
    
    
    
    $
    123,332
    
    
    
    2.99MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.22
    %
    
    
    
    
    
    
    
    
    
    
    4.64Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.62
    
    
    
    
    
    
    
    
    
    
    
    1.34Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.60
    %
    
    
    
    
    
    
    
    
    
    
    3.30
 For the Nine Months Ended September 30, 2010 Compared to the Same 2009 Period:
  34




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Asset Quality
  For The Three Months
    
    
    For Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    180,635
    
    
    
    156,821
    
    
    
    173,588
    
    
    
    125,572Charge-offsResidential real estate
    
    
    (4,619
    )
    
    
    (7,174
    )
    
    
    (14,033
    )
    
    
    (15,685
    )Commercial real estate
    
    
    (5,969
    )
    
    
    (21,541
    )
    
    
    (41,447
    )
    
    
    (37,636
    )Commercial business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (516
    )Consumer
    
    
    (9,881
    )
    
    
    (12,490
    )
    
    
    (32,474
    )
    
    
    (31,929
    )Small business
    
    
    (2,402
    )
    
    
    (2,249
    )
    
    
    (5,464
    )
    
    
    (7,367
    )Total Charge-offs
    
    
    (22,871
    )
    
    
    (43,454
    )
    
    
    (93,418
    )
    
    
    (93,133
    )Recoveries of loans
previously charged-off
    
    
    984
    
    
    
    362
    
    
    
    2,910
    
    
    
    1,815Net (charge-offs)
    
    
    (21,887
    )
    
    
    (43,092
    )
    
    
    (90,508
    )
    
    
    (91,318
    )Provision for loan losses
    
    
    23,012
    
    
    
    52,246
    
    
    
    98,680
    
    
    
    131,721Balance, end of period
    
    $
    181,760
    
    
    
    165,975
    
    
    
    181,760
    
    
    
    165,975
       35




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  As ofSeptember 30, 2010
    
    
    December 31, 2009NONPERFORMING ASSETSTax certificates
    
    $
    2,761
    
    
    
    2,161Commercial real estate
    
    
    275,057
    
    
    
    167,867Consumer
    
    
    13,282
    
    
    
    14,451Small business
    
    
    10,995
    
    
    
    9,338Residential real estate (1)
    
    
    87,563
    
    
    
    76,401Commercial business
    
    
    17,190
    
    
    
    18,063Total nonaccrual assets (2)
    
    $
    406,848
    
    
    
    288,281Residential real estate owned
    
    $
    11,962
    
    
    
    9,607Commercial real estate owned
    
    
    43,571
    
    
    
    25,442Small business real estate owned
    
    
    2,126
    
    
    
    580Consumer real estate owned
    
    
    358
    
    
    
    306Other repossessed assets
    
    
    
    
    
    
    10Total repossessed assets
    
    
    58,017
    
    
    
    35,945Total nonperforming assets, net
    
    $
    464,865
    
    
    
    324,226AllowancesAllowance for loan losses
    
    $
    181,760
    
    
    
    173,588Allowance for tax certificate losses
    
    
    8,452
    
    
    
    6,781Total allowances
    
    $
    190,212
    
    
    
    180,369Loans contractually past due 90 days or more and still accruing (3)
    
    $
    13,083
    
    
    
    9,960Performing impaired loans (4)
    
    $
    7,999
    
    
    
    6,150Troubled debt restructured (5)
    
    $
    110,219
    
    
    
    107,642
 
 (1)
    
    Includes $41.9 million and $41.3 million of interest-only residential loans as
of September 30, 2010 and December 31, 2009, respectively.(2)
    
    Includes $121.4 million and $45.7 million of troubled debt restructured loans as of
September 30, 2010 and December 31, 2009, respectively.(3)
    
    The majority of these loans have matured and the borrower continues to make payments
under the matured loan agreement or the loan has sufficient collateral that we believe is
sufficient to prevent a loss.(4)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans.(5)
    
    These loans are performing in accordance with their respective modified terms.    36




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
      As of September 30, 2010
    
    
    As of December 31, 2009Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    108,421
    
    
    
    84,378
    
    
    
    32,225
    
    
    
    83,768Small business
    
    
    4,250
    
    
    
    9,132
    
    
    
    4,520
    
    
    
    7,325Consumer
    
    
    1,829
    
    
    
    13,520
    
    
    
    1,744
    
    
    
    12,969Residential
    
    
    6,874
    
    
    
    3,189
    
    
    
    7,178
    
    
    
    3,580Total
    
    $
    121,374
    
    
    
    110,219
    
    
    
    45,667
    
    
    
    107,642
 37




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   UnpaidPrincipal
    
    
    Outstanding
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Balance
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (4)
    
    
    Type
    
    
    Full AppraisalResidential Land DevelopersRelationship No. 1 (1)
    
    $
    26,731
    
    
    
    19,200
    
    
    
    3,834
    
    
    
    Q3-2004
    
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land A&D (5)
    
    
    Q4-2009Relationship No. 2 (2)
    
    
    12,500
    
    
    
    10,064
    
    
    
    1,258
    
    
    
    Q3-2006
    
    
    
    Q1-2009
    
    
    
    Q1-2009
    
    
    Land A&D (5)
    
    
    Q1-2010Total
    
    $
    39,231
    
    
    
    29,264
    
    
    
    5,092Commercial Land DevelopersRelationship No. 3
    
    
    26,210
    
    
    
    26,207
    
    
    
    8,902
    
    
    
    Q2-2006
    
    
    
    Q4-2009
    
    
    
    Q4-2009
    
    
    Land A&D (5)
    
    
    Q4-2009Relationship No. 4 (3)
    
    
    20,389
    
    
    
    20,316
    
    
    
    14,972
    
    
    
    Q4-2003
    
    
    
    Q2-2010
    
    
    
    (3)
    
    
    Commercial Land
    
    
    Q2-2010Relationship No. 5
    
    
    17,777
    
    
    
    17,777
    
    
    
    8,683
    
    
    
    Q3-2006
    
    
    
    Q1-2010
    
    
    
    Q1-2010
    
    
    Commercial mixed-use
    
    
    Q4-2009Relationship No. 6
    
    
    18,421
    
    
    
    18,421
    
    
    
    
    
    
    
    Q2-2007
    
    
    
    Q2-2010
    
    
    
    Q2-2010
    
    
    Commercial Land
    
    
    Q2-2010Relationship No. 7
    
    
    10,778
    
    
    
    10,778
    
    
    
    1,218
    
    
    
    Q3-2007
    
    
    
    Q4-2009
    
    
    
    Q3-2009
    
    
    Commercial Land
    
    
    Q4-2009Total
    
    
    93,575
    
    
    
    93,499
    
    
    
    33,775Commercial Non-Residential
DevelopersRelationship No. 8
    
    
    12,842
    
    
    
    12,842
    
    
    
    5,907
    
    
    
    Q3-2006
    
    
    
    Q3-2010
    
    
    
    (3)
    
    
    Self Storage
    
    
    Q3-2010Relationship No. 9
    
    
    12,670
    
    
    
    12,670
    
    
    
    3,640
    
    
    
    Q3-2007
    
    
    
    Q3-2010
    
    
    
    (3)
    
    
    Shopping Center
    
    
    Q2-201025,512
    
    
    
    25,512
    
    
    
    9,547Total of Large Relationships
    
    
    158,318
    
    
    
    148,275
    
    
    
    48,414
 
 (1)
    
    During 2009 and 2010, BankAtlantic recognized partial charge-offs on relationship
No. 1 aggregating $6.8 million.(2)
    
    During 2009 and 2010 BankAtlantic recognized partial charge-offs on relationship No. 2 of
$3.4 million.(3)
    
    The loan is currently not in default.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).(6)
    
    Outstanding balance is the Unpaid Principal Balance less charge-offs. 38




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosYear of Origination
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    44,784
    
    
    
    64.41
    %
    
    
    113.86
    %
    
    
    742
    
    
    
    741
    
    
    $
    5,562
    
    
    
    32.46
    %2006
    
    
    49,976
    
    
    
    70.79
    %
    
    
    121.75
    %
    
    
    734
    
    
    
    721
    
    
    
    4,965
    
    
    
    35.81
    %2005
    
    
    66,823
    
    
    
    73.73
    %
    
    
    118.22
    %
    
    
    725
    
    
    
    715
    
    
    
    11,000
    
    
    
    35.71
    %2004
    
    
    314,573
    
    
    
    68.18
    %
    
    
    82.03
    %
    
    
    734
    
    
    
    727
    
    
    
    20,110
    
    
    
    34.57
    %Prior to 2004
    
    
    146,595
    
    
    
    67.70
    %
    
    
    59.64
    %
    
    
    733
    
    
    
    729
    
    
    
    6,353
    
    
    
    34.04
    %
 Interest Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosYear of Origination
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    83,431
    
    
    
    33.84
    %
    
    
    127.64
    %
    
    
    750
    
    
    
    739
    
    
    $
    17,095
    
    
    
    34.21
    %2006
    
    
    189,629
    
    
    
    74.05
    %
    
    
    125.09
    %
    
    
    740
    
    
    
    739
    
    
    
    29,903
    
    
    
    34.97
    %2005
    
    
    167,543
    
    
    
    70.05
    %
    
    
    114.63
    %
    
    
    740
    
    
    
    747
    
    
    
    6,201
    
    
    
    34.36
    %2004
    
    
    80,439
    
    
    
    70.41
    %
    
    
    97.54
    %
    
    
    745
    
    
    
    718
    
    
    
    5,322
    
    
    
    31.88
    %Prior to 2004
    
    
    78,951
    
    
    
    58.56
    %
    
    
    78.87
    %
    
    
    743
    
    
    
    734
    
    
    
    3,058
    
    
    
    31.64
    %
  Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    11,272
    
    
    
    68.35
    %
    
    
    124.37
    %
    
    
    728
    
    
    
    735
    
    
    $
    1,023
    
    
    
    32.93
    %California
    
    
    150,468
    
    
    
    68.51
    %
    
    
    87.08
    %
    
    
    738
    
    
    
    736
    
    
    
    11,891
    
    
    
    34.99
    %Florida
    
    
    87,315
    
    
    
    69.59
    %
    
    
    102.37
    %
    
    
    723
    
    
    
    710
    
    
    
    12,506
    
    
    
    35.21
    %Nevada
    
    
    5,999
    
    
    
    70.84
    %
    
    
    116.87
    %
    
    
    738
    
    
    
    734
    
    
    
    350
    
    
    
    36.24
    %Other States
    
    
    377,507
    
    
    
    68.28
    %
    
    
    81.93
    %
    
    
    733
    
    
    
    732
    
    
    
    22,492
    
    
    
    33.89
    %
 Interest Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    18,763
    
    
    
    69.59
    %
    
    
    141.28
    %
    
    
    753
    
    
    
    740
    
    
    $
    2,182
    
    
    
    32.18
    %California
    
    
    170,890
    
    
    
    70.49
    %
    
    
    107.10
    %
    
    
    742
    
    
    
    732
    
    
    
    22,516
    
    
    
    33.83
    %Florida
    
    
    36,928
    
    
    
    69.47
    %
    
    
    142.33
    %
    
    
    747
    
    
    
    736
    
    
    
    9,823
    
    
    
    32.53
    %Nevada
    
    
    7,473
    
    
    
    74.65
    %
    
    
    197.64
    %
    
    
    741
    
    
    
    723
    
    
    
    4,057
    
    
    
    34.63
    %Other States
    
    
    365,938
    
    
    
    70.13
    %
    
    
    109.36
    %
    
    
    741
    
    
    
    743
    
    
    
    23,003
    
    
    
    34.11
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of
the first quarter of 2010 from automated valuation models.(2)
    
    Current FICO scores based on borrowers for which FICO scores were available as of the third
quarter of 2009.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service.  39




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 September 30, 2010
    
    
    December 31, 2009ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    10,110
    
    
    
    7.27
    %
    
    
    4.02
    %
    
    
    4,515
    
    
    
    2.94
    %
    
    
    3.94
    %Commercial real estate
    
    
    100,331
    
    
    
    9.42
    
    
    
    30.79
    
    
    
    91,658
    
    
    
    7.71
    
    
    
    30.49Small business
    
    
    10,921
    
    
    
    3.59
    
    
    
    8.79
    
    
    
    7,998
    
    
    
    2.56
    
    
    
    8.02Residential real estate
    
    
    21,970
    
    
    
    1.68
    
    
    
    37.88
    
    
    
    27,000
    
    
    
    1.74
    
    
    
    39.85Consumer  direct
    
    
    38,427
    
    
    
    6.00
    
    
    
    18.52
    
    
    
    42,417
    
    
    
    6.14
    
    
    
    17.70Total allowance for
loan losses
    
    $
    181,759
    
    
    
    5.25
    
    
    
    100.00
    
    
    
    173,588
    
    
    
    4.45
    
    
    
    100.00
  September 30,
    
    
    December 31,2010
    
    
    2009Commercial real estate
    
    $
    78,276
    
    
    
    42,523Commercial business
    
    
    9,110
    
    
    
    174Small business
    
    
    3,254
    
    
    
    753Consumer
    
    
    1,528
    
    
    
    4,621Residential
    
    
    9,769
    
    
    
    8,784Total
    
    $
    101,937
    
    
    
    56,855
  BankAtlantics Non-Interest Income
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeService charges on deposits
    
    $
    15,214
    
    
    
    19,767
    
    
    
    (4,553
    )
    
    
    45,764
    
    
    
    57,799
    
    
    
    (12,035
    )Other service charges and fees
    
    
    7,495
    
    
    
    7,355
    
    
    
    140
    
    
    
    22,612
    
    
    
    22,439
    
    
    
    173Securities activities, net
    
    
    (543
    )
    
    
    4,774
    
    
    
    (5,317
    )
    
    
    2,898
    
    
    
    11,161
    
    
    
    (8,263
    )Income from
unconsolidated companies
    
    
    
    
    
    
    108
    
    
    
    (108
    )
    
    
    
    
    
    
    289
    
    
    
    (289
    )Other
    
    
    4,869
    
    
    
    3,488
    
    
    
    1,381
    
    
    
    10,289
    
    
    
    9,445
    
    
    
    844Non-interest income
    
    $
    27,035
    
    
    
    35,492
    
    
    
    (8,457
    )
    
    
    81,563
    
    
    
    101,133
    
    
    
    (19,570
    )
  40




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
       BankAtlantics Non-Interest Expense
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeEmployee compensation and benefits
    
    $
    22,475
    
    
    
    23,917
    
    
    
    (1,442
    )
    
    
    71,103
    
    
    
    76,980
    
    
    
    (5,877
    )Occupancy and equipment
    
    
    13,263
    
    
    
    14,553
    
    
    
    (1,290
    )
    
    
    40,589
    
    
    
    44,305
    
    
    
    (3,716
    )Advertising and business promotion
    
    
    1,917
    
    
    
    1,514
    
    
    
    403
    
    
    
    5,972
    
    
    
    6,141
    
    
    
    (169
    )Professional fees
    
    
    4,942
    
    
    
    2,752
    
    
    
    2,190
    
    
    
    11,727
    
    
    
    8,032
    
    
    
    3,695Check losses
    
    
    763
    
    
    
    1,146
    
    
    
    (383
    )
    
    
    1,716
    
    
    
    2,981
    
    
    
    (1,265
    )Supplies and postage
    
    
    929
    
    
    
    987
    
    
    
    (58
    )
    
    
    2,789
    
    
    
    2,978
    
    
    
    (189
    )Telecommunication
    
    
    697
    
    
    
    348
    
    
    
    349
    
    
    
    1,881
    
    
    
    1,622
    
    
    
    259Cost associated with debt redemption
    
    
    
    
    
    
    5,431
    
    
    
    (5,431
    )
    
    
    60
    
    
    
    7,463
    
    
    
    (7,403
    )Provision (recovery) for tax
certificates
    
    
    885
    
    
    
    (198
    )
    
    
    1,083
    
    
    
    3,752
    
    
    
    2,702
    
    
    
    1,050(Gain) loss on sale of real estate
    
    
    (442
    )
    
    
    67
    
    
    
    (509
    )
    
    
    334
    
    
    
    (220
    )
    
    
    554Impairment of assets held for sale
    
    
    4,469
    
    
    
    
    
    
    
    4,469
    
    
    
    4,469
    
    
    
    
    
    
    
    4,469Impairment of real estate held for
development and sale
    
    
    
    
    
    
    1,131
    
    
    
    (1,131
    )
    
    
    1,511
    
    
    
    1,165
    
    
    
    346Impairment of real estate owned
    
    
    434
    
    
    
    137
    
    
    
    297
    
    
    
    1,098
    
    
    
    760
    
    
    
    338Lease termination costs, net
    
    
    1,093
    
    
    
    383
    
    
    
    710
    
    
    
    1,308
    
    
    
    1,684
    
    
    
    (376
    )Employee termination costs
    
    
    2,103
    
    
    
    78
    
    
    
    2,025
    
    
    
    2,103
    
    
    
    2,024
    
    
    
    79Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    (9,124
    )FDIC special assessment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,428
    
    
    
    (2,428
    )Other
    
    
    7,228
    
    
    
    7,786
    
    
    
    (558
    )
    
    
    22,580
    
    
    
    22,643
    
    
    
    (63
    )Total non-interest expense
    
    $
    60,756
    
    
    
    60,032
    
    
    
    724
    
    
    
    172,992
    
    
    
    192,812
    
    
    
    (19,820
    )
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BankAtlantic Bancorp, Inc. and Subsidiaries
           42




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BankAtlantic Bancorp, Inc. and Subsidiaries
             43




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BankAtlantic Bancorp, Inc. and Subsidiaries
 Parent Company Results of Operations
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeNet interest expense
    
    $
    (3,792
    )
    
    
    (3,633
    )
    
    
    (159
    )
    
    
    (10,856
    )
    
    
    (11,460
    )
    
    
    604Provision for loan loss
    
    
    (1,398
    )
    
    
    (11,340
    )
    
    
    9,942
    
    
    
    (5,038
    )
    
    
    (19,636
    )
    
    
    14,598Net interest expense
after
provision for loan
losses
    
    
    (5,190
    )
    
    
    (14,973
    )
    
    
    9,783
    
    
    
    (15,894
    )
    
    
    (31,096
    )
    
    
    15,202Non-interest income
    
    
    576
    
    
    
    364
    
    
    
    212
    
    
    
    1,545
    
    
    
    (149
    )
    
    
    1,694Non-interest expense
    
    
    2,901
    
    
    
    2,175
    
    
    
    726
    
    
    
    7,938
    
    
    
    5,740
    
    
    
    2,198Parent company loss
    
    $
    (7,515
    )
    
    
    (16,784
    )
    
    
    9,269
    
    
    
    (22,287
    )
    
    
    (36,985
    )
    
    
    14,698
      44




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  September 30,
    
    
    December 31,2010
    
    
    2009Nonaccrual loans:Commercial residential real estate:Builder land bank loans
    
    $
    3,857
    
    
    
    14,060Land acquisition and development
    
    
    4,635
    
    
    
    10,376Land acquisition, development and
construction
    
    
    5,901
    
    
    
    14,903Total commercial residential real estate
    
    
    14,393
    
    
    
    39,339Commercial non-residential real estate
    
    
    5,523
    
    
    
    5,558Total non-accrual loans
    
    
    19,916
    
    
    
    44,897Allowance for loan losses  specific
reserves
    
    
    (4,187
    )
    
    
    (13,630
    )Non-accrual loans, net
    
    
    15,729
    
    
    
    31,267Performing commercial non-residential
loans
    
    
    2,877
    
    
    
    3,116Loans receivable, net
    
    $
    18,606
    
    
    
    34,383Real estate owned
    
    $
    9,766
    
    
    
    10,532
   UnpaidPrincipal
    
    Outstanding
    
    Specific
    
    Date loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Balance
    
    Balance (5)
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date (3)
    
    Type (4)
    
    Full AppraisalCommercial BusinessRelationship No. 1
    
    $
    5,523
    
    
    
    5,523
    
    
    
    360
    
    
    
    Q4-2005
    
    
    
    Q4-2007
    
    
    
    Q4-2007
    
    
    Commercial Land
    
    
    Q4-2009Residential Land DevelopersRelationship No. 2 (1)
    
    
    19,881
    
    
    
    3,857
    
    
    
    
    
    
    
    Q1-2005
    
    
    
    Q4-2007
    
    
    
    Q1-2008
    
    
    Builder Land
    
    
    Q3-2009Relationship No. 3 (2)
    
    
    7,796
    
    
    
    1,520
    
    
    
    295
    
    
    
    Q4-2003
    
    
    
    Q4-2007
    
    
    
    Q3-2007
    
    
    Land AD&C
    
    
    Q3-2009Total Residential Land
Developers
    
    $
    27,677
    
    
    
    5,377
    
    
    
    295Total
    
    $
    33,200
    
    
    
    10,900
    
    
    
    655
 
 (1)
    
    During 2008, 2009 and 2010, the Company recognized partial charge-offs on relationship No.
2 aggregating $16.0 million.(2)
    
    During 2008 and 2010, the Company recognized partial charge-offs on relationship No. 3
aggregating $6.3 million.(3)
    
    The default date is defined as the date of the initial missed payment prior to default.(4)
    
    Acquisition and development (A&D).(5)
    
    Outstanding balance is the Unpaid Principal Balance less charge-offs.  45




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BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of
period
    
    $
    7,227
    
    
    
    15,399
    
    
    
    13,630
    
    
    
    11,685Net (charge-offs)
    
    
    (4,438
    )
    
    
    (8,051
    )
    
    
    (14,481
    )
    
    
    (12,633
    )Provision for loan losses
    
    
    1,398
    
    
    
    11,340
    
    
    
    5,038
    
    
    
    19,636Balance, end of period
    
    $
    4,187
    
    
    
    18,688
    
    
    
    4,187
    
    
    
    18,688
   BankAtlantic Bancorp, Inc. Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents primarily reflecting $58.5 million of higher
interest bearing cash balances at the Federal Reserve Bank associated with daily cash
management activities;
    
    Increase in interest-bearing deposits at other financial institutions associated with
the investment of excess cash reflecting that yields on certificates of deposit at
federally insured financial institutions were higher than alternative short term
investment yields;
    
    Increase in securities available for sale reflecting the purchase of $253.3 million of
agency and municipal securities partially offset by the sale of $43.8 million of
mortgage-backed securities as well as repayments;
    
    Increase in derivatives associated with a foreign currency derivative position
executed during 2010 as an economic hedge of foreign currency used in our ATM cruise ship
operations;
    
    Decrease in tax certificate balances primarily relating to redemptions partially
offset by the purchase of $97.3 million of tax certificates during 2010;
    
    Decrease in loans receivable balances associated with $107.9 million of charge-offs,
$40.7 million of loans transferred to REO, and repayments of loans in the ordinary
course of business combined with a significant decline in loan originations and
purchases;
    
    Decrease in accrued interest receivables primarily resulting from tax certificate
activities and lower loan balances;
    
    Decrease in real estate held for development and sale reflecting the sale of a $6.5
million property acquired in connection with a financial institution acquisition during
2002;
    
    Increase in real estate owned associated with residential and commercial loan
foreclosures;
    
    Decrease in investments in unconsolidated companies associated with the consolidation
of our factoring joint venture; and
    
    Decrease in office properties and equipment resulting from depreciation and the
transfer of $18.1 million of fixed assets to assets held for sale net of impairments ;
    
    Increase in assets held for sale associated with cash and fixed assets transferred to
held for sale upon the announcement that BankAtlantic intended to pursue the sale of its
Tampa operations; and
    
    Decline in other assets reflecting receipt of a $31 million income tax refund
associated with a net operating loss carry-back.
 46




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  
    
    Decrease in interest bearing deposit account balances associated with declines in
certificate of deposit balances and the transfer of $259.9 million of Tampa operations
interest bearing deposits to deposits held for sale;
    
    Decrease in non-interest-bearing deposit balances primarily due to the transfer of
$79.5 million of Tampa operations non-interest bearing deposits to held for sale;
    
    Lower FHLB advances due to repayments;
    
    Decrease in bonds payable associated with the repayment of the $0.7 million
mortgage-backed bond;
    
    Increase in other liabilities associated with $8.2 million of higher loan escrow
balances, $5.2 million of securities purchased pending settlement and increase real
estate tax liabilities; and
    
    Increase in junior subordinated debentures due to interest deferrals.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
   47




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BankAtlantic Bancorp, Inc. and Subsidiaries
          48




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BankAtlantic Bancorp, Inc. and Subsidiaries
     As of September 30, 2010Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    12,240
    
    
    
    
    
    
    
    
    
    
    
    12,240Securities available for sale
    
    
    10
    
    
    
    
    
    
    
    2
    
    
    
    8Private investment securities
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500Total
    
    $
    13,750
    
    
    
    
    
    
    
    2
    
    
    
    13,748
  BankAtlantic Liquidity and Capital Resources
  49




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BankAtlantic Bancorp, Inc. and Subsidiaries
         50




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BankAtlantic Bancorp, Inc. and Subsidiaries
  Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt September 30, 2010:Total risk-based capital
    
    $
    380,342
    
    
    
    12.59
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    319,945
    
    
    
    10.59
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    319,945
    
    
    
    7.17
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    319,945
    
    
    
    7.17
    
    
    
    4.00
    
    
    
    5.00At December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    357,660
    
    
    
    10.63
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    4.00
    
    
    
    5.00
    51




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BankAtlantic Bancorp, Inc. and Subsidiaries
  Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    648,751
    
    
    
    482,816
    
    
    
    142,486
    
    
    
    20,974
    
    
    
    2,475Long-term debt
    
    
    340,802
    
    
    
    
    
    
    
    22,000
    
    
    
    24,607
    
    
    
    294,195Advances from FHLB (1)
    
    
    180,000
    
    
    
    180,000
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    31,451
    
    
    
    1,306
    
    
    
    3,982
    
    
    
    2,749
    
    
    
    23,414Operating lease obligations held for use
    
    
    38,603
    
    
    
    5,590
    
    
    
    12,913
    
    
    
    4,495
    
    
    
    15,605Operating lease held for sale
    
    
    27,769
    
    
    
    1,671
    
    
    
    4,759
    
    
    
    2,896
    
    
    
    18,443Pension obligation
    
    
    17,884
    
    
    
    1,473
    
    
    
    3,040
    
    
    
    3,342
    
    
    
    10,029Other obligations
    
    
    12,800
    
    
    
    1,600
    
    
    
    6,400
    
    
    
    4,800
    
    
    
    Total contractual cash obligations
    
    $
    1,298,060
    
    
    
    674,456
    
    
    
    195,580
    
    
    
    63,863
    
    
    
    364,161
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
   
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  52




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BankAtlantic Bancorp, Inc. and Subsidiaries
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 In re BankAtlantic Bancorp, Inc. Securities Litigation , No. 0:07-cv-61542-UU, United States
District Court, Southern District of Florida
 Hubbard Alarm Specialties, Inc. v.
BankAtlantic Bancorp, Inc.
 
 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
 53




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BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.Date  November 15, 2010
    By:
    /s/ Alan B. LevanAlan B. LevanChief Executive Officer/
Chairman/PresidentDate November 15, 2010
    By:
    /s/ Valerie C. ToalsonValerie C. ToalsonExecutive Vice President,
Chief Financial Officer 54