##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009
 OR
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission files number 34-027228
 BankAtlantic Bancorp, Inc.
  Florida
    
    65-0507804(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-5000
 Not Applicable
  x o
  x o
  Large accelerated filer o
    
    Accelerated filer xNon-accelerated filer o
    
    Small reporting company o
  o x
  Outstanding atTitle of Each Class
    
    August 3, 2009Class A Common Stock, par value $0.01 per share
    
    
    10,283,906Class B Common Stock, par value $0.01 per share
    
    
    975,225




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##### 



TABLE OF CONTENTS
 Page
 PagePart I.
    
    FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Statements of Financial Condition  June 30, 2009 and December 31, 2008  Unaudited
    
    
    3Consolidated Statements of Operations  For the Three Months and Six Ended June 30, 2009 and 2008  Unaudited
    
    
    4Consolidated Statements of Stockholders Equity and Comprehensive Income  For the Six Months Ended June 30, 2009 and 2008  Unaudited
    
    
    5Consolidated Statements of Cash Flows  For the Six Months Ended June 30, 2009 and 2008  Unaudited
    
    
    6Notes to Consolidated Financial Statements  Unaudited
    
    
    7-22Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22-38Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    38-39Item 4.
    
    Controls and Procedures
    
    
    39Part II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    40Item 1A.
    
    Risk Factors
    
    
    41Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    41Item 6.
    
    Exhibits
    
    
    41Signatures
    
    
    42EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 June 30,
    
    
    December 31,(In thousands, except share data)
    
    2009
    
    
    2008ASSETSCash and cash equivalents
    
    $
    213,476
    
    
    
    158,957Securities available for sale (at fair value)
    
    
    431,976
    
    
    
    701,845Investment securities at cost or amortized cost (approximate
fair value: $3,015 and $2,503)
    
    
    2,036
    
    
    
    2,036Tax certificates, net of allowance of $7,508 and $6,064
    
    
    179,110
    
    
    
    213,534Federal Home Loan Bank (FHLB) stock, at cost
which approximates fair value
    
    
    48,751
    
    
    
    54,607Residential loans held for sale
    
    
    7,694
    
    
    
    3,461Loans receivable, net of allowance for loan losses of
$172,220 and $137,257
    
    
    4,029,060
    
    
    
    4,323,190Accrued interest receivable
    
    
    35,370
    
    
    
    41,817Real estate held for development and sale
    
    
    18,349
    
    
    
    18,383Real estate owned
    
    
    34,317
    
    
    
    19,045Investments in unconsolidated subsidiaries
    
    
    11,008
    
    
    
    10,552Office properties and equipment, net
    
    
    209,064
    
    
    
    216,978Goodwill and other intangibles
    
    
    16,461
    
    
    
    26,244Other assets
    
    
    24,353
    
    
    
    23,908Total assets
    
    $
    5,261,025
    
    
    
    5,814,557LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    3,252,601
    
    
    
    3,178,105Non-interest bearing deposits
    
    
    802,446
    
    
    
    741,691Total deposits
    
    
    4,055,047
    
    
    
    3,919,796Advances from FHLB
    
    
    597,020
    
    
    
    967,028Securities sold under agreement to repurchase
    
    
    25,821
    
    
    
    46,084Federal funds purchased and other short term borrowings
    
    
    5,553
    
    
    
    238,339Subordinated debentures and mortgage-backed bonds
    
    
    22,781
    
    
    
    22,864Junior subordinated debentures
    
    
    301,353
    
    
    
    294,195Other liabilities
    
    
    86,883
    
    
    
    82,283Total liabilities
    
    
    5,094,458
    
    
    
    5,570,589Commitments and contingencies (See Note 10)Stockholders equity:Class A common stock, issued and outstanding
10,264,106 and 10,258,057 shares
    
    
    103
    
    
    
    103Class B common stock, issued and outstanding
975,225 and 975,225 shares
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    220,375
    
    
    
    218,974Accumulated (deficit) retained earnings
    
    
    (48,381
    )
    
    
    32,667Total stockholders equity before accumulated
other comprehensive loss
    
    
    172,107
    
    
    
    251,754Accumulated other comprehensive loss
    
    
    (5,540
    )
    
    
    (7,786
    )Total stockholders equity
    
    
    166,567
    
    
    
    243,968Total liabilities and stockholders equity
    
    $
    5,261,025
    
    
    
    5,814,557
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(In thousands, except share and per share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income:Interest and fees on loans
    
    $
    47,747
    
    
    
    61,583
    
    
    
    97,425
    
    
    
    129,719Interest and dividends on securities
    
    
    6,373
    
    
    
    11,978
    
    
    
    15,111
    
    
    
    24,009Interest on tax certificates
    
    
    3,060
    
    
    
    4,926
    
    
    
    7,253
    
    
    
    8,491Total interest income
    
    
    57,180
    
    
    
    78,487
    
    
    
    119,789
    
    
    
    162,219Interest expense:Interest on deposits
    
    
    11,527
    
    
    
    14,508
    
    
    
    24,514
    
    
    
    33,101Interest on advances from FHLB
    
    
    5,082
    
    
    
    12,433
    
    
    
    12,246
    
    
    
    27,379Interest on short term borrowings
    
    
    19
    
    
    
    725
    
    
    
    191
    
    
    
    2,004Interest on debentures and bonds payable
    
    
    4,280
    
    
    
    5,220
    
    
    
    8,818
    
    
    
    11,503Total interest expense
    
    
    20,908
    
    
    
    32,886
    
    
    
    45,769
    
    
    
    73,987Net interest income
    
    
    36,272
    
    
    
    45,601
    
    
    
    74,020
    
    
    
    88,232Provision for loan losses
    
    
    43,494
    
    
    
    47,247
    
    
    
    87,771
    
    
    
    90,135Net interest loss after
provision for loan losses
    
    
    (7,222
    )
    
    
    (1,646
    )
    
    
    (13,751
    )
    
    
    (1,903
    )Non-interest income:Service charges on deposits
    
    
    19,347
    
    
    
    24,466
    
    
    
    38,032
    
    
    
    48,480Other service charges and fees
    
    
    8,059
    
    
    
    7,121
    
    
    
    15,084
    
    
    
    14,554Securities activities, net
    
    
    692
    
    
    
    8,965
    
    
    
    5,132
    
    
    
    4,227Other
    
    
    3,424
    
    
    
    3,324
    
    
    
    6,383
    
    
    
    7,254Total non-interest income
    
    
    31,522
    
    
    
    43,876
    
    
    
    64,631
    
    
    
    74,515Non-interest expense:Employee compensation and benefits
    
    
    25,935
    
    
    
    33,181
    
    
    
    54,741
    
    
    
    68,336Occupancy and equipment
    
    
    14,842
    
    
    
    16,172
    
    
    
    29,753
    
    
    
    32,558Advertising and business promotion
    
    
    1,979
    
    
    
    3,662
    
    
    
    4,811
    
    
    
    8,557Check losses
    
    
    991
    
    
    
    2,101
    
    
    
    1,835
    
    
    
    4,819Professional fees
    
    
    2,695
    
    
    
    2,219
    
    
    
    6,021
    
    
    
    4,979Supplies and postage
    
    
    999
    
    
    
    1,282
    
    
    
    2,003
    
    
    
    2,288Telecommunication
    
    
    586
    
    
    
    1,331
    
    
    
    1,284
    
    
    
    2,833Cost associated with debt redemption
    
    
    1,441
    
    
    
    1
    
    
    
    2,032
    
    
    
    2Provision for tax certificates losses
    
    
    1,414
    
    
    
    924
    
    
    
    2,900
    
    
    
    807Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    Impairment of real estate owned
    
    
    411
    
    
    
    190
    
    
    
    623
    
    
    
    240Restructuring charges and exit activities
    
    
    1,406
    
    
    
    5,762
    
    
    
    3,281
    
    
    
    5,597FDIC special assessment
    
    
    2,428
    
    
    
    
    
    
    
    2,428
    
    
    
    Other
    
    
    7,529
    
    
    
    6,914
    
    
    
    15,011
    
    
    
    12,756Total non-interest expense
    
    
    62,656
    
    
    
    73,739
    
    
    
    135,847
    
    
    
    143,772Loss from continuing operations
before income taxes
    
    
    (38,356
    )
    
    
    (31,509
    )
    
    
    (84,967
    )
    
    
    (71,160
    )Benefit for income taxes
    
    
    
    
    
    
    (12,146
    )
    
    
    
    
    
    
    (27,233
    )Loss from continuing operations
    
    
    (38,356
    )
    
    
    (19,363
    )
    
    
    (84,967
    )
    
    
    (43,927
    )Discontinued operations (less applicable
income tax provision (benefit)
of $0 and $603)
    
    
    
    
    
    
    
    
    
    
    4,201
    
    
    
    1,121Net loss
    
    $
    (38,356
    )
    
    
    (19,363
    )
    
    
    (80,766
    )
    
    
    (42,806
    )Basic loss per shareContinuing operations
    
    $
    (3.41
    )
    
    
    (1.73
    )
    
    
    (7.56
    )
    
    
    (3.91
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.37
    
    
    
    0.10Basic loss per share
    
    $
    (3.41
    )
    
    
    (1.73
    )
    
    
    (7.19
    )
    
    
    (3.81
    )Diluted loss per shareContinuing operations
    
    $
    (3.41
    )
    
    
    (1.73
    )
    
    
    (7.56
    )
    
    
    (3.91
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.37
    
    
    
    0.10Diluted loss per share
    
    $
    (3.41
    )
    
    
    (1.73
    )
    
    
    (7.19
    )
    
    
    (3.81
    )Basic weighted average number of
common shares outstanding
    
    
    11,236,574
    
    
    
    11,223,495
    
    
    
    11,235,364
    
    
    
    11,221,406Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    11,236,574
    
    
    
    11,223,495
    
    
    
    11,235,364
    
    
    
    11,221,406
  4




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2008 and 2009-Unaudited
 AccumulatedOtherCompre-
    
    
    
    
    
    
    Additional
    
    
    Retained
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Earnings
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    (Deficit)
    
    
    Income (loss)
    
    
    TotalBALANCE, DECEMBER 31, 2007
    
    $
    
    
    
    
    113
    
    
    
    217,140
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321Net loss
    
    
    (42,806
    )
    
    
    
    
    
    
    
    
    
    
    (42,806
    )
    
    
    
    
    
    
    (42,806
    )Net unrealized losses on securities available for
sale
    
    
    (9,976
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,976
    )
    
    
    (9,976
    )Comprehensive loss
    
    $
    (52,782
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (514
    )
    
    
    
    
    
    
    (514
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    
    
    
    
    (50
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    1
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    104Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    (42
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,169
    
    
    
    
    
    
    
    
    
    
    
    2,169BALANCE, JUNE 30, 2008
    
    $
    
    
    
    
    114
    
    
    
    219,370
    
    
    
    192,780
    
    
    
    (4,058
    )
    
    
    408,206BALANCE, DECEMBER 31, 2008
    
    $
    
    
    
    
    113
    
    
    
    218,974
    
    
    
    32,667
    
    
    
    (7,786
    )
    
    
    243,968Net loss
    
    
    (80,766
    )
    
    
    
    
    
    
    
    
    
    
    (80,766
    )
    
    
    
    
    
    
    (80,766
    )Net unrealized gains on securities available for sale
    
    
    2,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,246
    
    
    
    2,246Comprehensive loss
    
    $
    (78,520
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,401
    
    
    
    
    
    
    
    
    
    
    
    1,401BALANCE, JUNE 30, 2009
    
    $
    
    
    
    
    113
    
    
    
    220,375
    
    
    
    (48,381
    )
    
    
    (5,540
    )
    
    
    166,567
  5




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 For the Six MonthsEnded June 30,(In thousands)
    
    2009
    
    
    2008Net cash provided by operating activities
    
    $
    32,524
    
    
    $
    23,063Investing activities:Proceeds from redemption of tax certificates
    
    
    88,969
    
    
    
    82,519Purchase of tax certificates
    
    
    (57,896
    )
    
    
    (311,011
    )Purchase of securities available for sale
    
    
    
    
    
    
    (254,253
    )Proceeds from sales of securities available for sale
    
    
    205,679
    
    
    
    346,589Proceeds from maturities of securities available for sale
    
    
    80,047
    
    
    
    99,473Purchases of FHLB stock
    
    
    (2,295
    )
    
    
    (31,140
    )Redemption of FHLB stock
    
    
    8,151
    
    
    
    19,486Investments in unconsolidated subsidiaries
    
    
    (630
    )
    
    
    Distributions from unconsolidated subsidiaries
    
    
    174
    
    
    
    1,792Net decrease (increase) in loans
    
    
    185,352
    
    
    
    (20,787
    )Proceeds from the sale of loans receivable
    
    
    5,427
    
    
    
    10,100Improvements to real estate owned
    
    
    (577
    )
    
    
    (19
    )Proceeds from sales of real estate owned
    
    
    1,372
    
    
    
    1,054Net additions to office properties and equipment
    
    
    (1,576
    )
    
    
    (4,546
    )Net cash outflows from the sale of Central Florida stores
    
    
    
    
    
    
    (4,491
    )Net cash provided by (used in) investing activities
    
    
    512,197
    
    
    
    (65,234
    )Financing activities:Net increase in deposits
    
    
    135,251
    
    
    
    6,051Prepayment of FHLB advances
    
    
    (526,032
    )
    
    
    Net proceeds from FHLB advances
    
    
    154,000
    
    
    
    260,000Decrease in securities sold under agreements
to repurchase
    
    
    (20,263
    )
    
    
    (5,056
    )Decrease in federal funds purchased
    
    
    (232,786
    )
    
    
    (33,975
    )Repayment of notes and bonds payable
    
    
    (90
    )
    
    
    (409
    )Proceeds from issuance of Class A common stock
    
    
    
    
    
    
    104Common stock dividends
    
    
    (282
    )
    
    
    (564
    )Net cash (used in) provided by financing activities
    
    
    (490,202
    )
    
    
    226,151Increase in cash and cash equivalents
    
    
    54,519
    
    
    
    183,980Cash and cash equivalents at the beginning of period
    
    
    158,957
    
    
    
    124,574Cash and cash equivalents at end of period
    
    $
    213,476
    
    
    $
    308,554
  6




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##### Table of Contents



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




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 2. Fair Value Measurement
  Fair Value Measurements at June 30, 2009 UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed
securities
    
    $
    293,141
    
    
    
    
    
    
    
    293,141
    
    
    
    REMICS (1)
    
    
    137,591
    
    
    
    
    
    
    
    137,591
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    994
    
    
    
    784
    
    
    
    
    
    
    
    210Total
    
    $
    431,976
    
    
    
    784
    
    
    
    430,732
    
    
    
    460
 
 (1)
    
    BankAtlantic invests in real estate mortgage investment conduits (REMICs) that are
guaranteed by the U.S government or its agencies.  Fair Value Measurements at December 31, 2008 UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed
securities
    
    $
    532,873
    
    
    
    
    
    
    
    532,873
    
    
    
    REMICS
    
    
    166,351
    
    
    
    
    
    
    
    166,351
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    2,371
    
    
    
    783
    
    
    
    
    
    
    
    1,588Total
    
    $
    701,845
    
    
    
    783
    
    
    
    699,224
    
    
    
    1,838
   EquityFor the Three Months Ended:
    
    Bonds
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    1,252
    
    
    
    1,502Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive
income
    
    
    
    
    
    
    336
    
    
    
    336Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    210
    
    
    
    460
 8




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 EquityFor the Six Months Ended:
    
    Bonds
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    1,588
    
    
    
    1,838Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive
income
    
    
    
    
    
    
    
    
    
    
    Purchases, issuances, and
settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    210
    
    
    
    460
   Stifel
    
    
    EquityBonds
    
    
    Warrants
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    481
    
    
    
    8,805
    
    
    
    4,348
    
    
    
    13,634Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    4,452
    
    
    
    
    
    
    
    4,452Included in other comprehensive
income
    
    
    1
    
    
    
    
    
    
    
    (976
    )
    
    
    (975
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111
   Stifel
    
    
    EquityBonds
    
    
    Warrants
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    681
    
    
    
    10,661
    
    
    
    5,133
    
    
    
    16,475Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    2,596
    
    
    
    
    
    
    
    2,596Included in other comprehensive
income
    
    
    1
    
    
    
    
    
    
    
    (1,761
    )
    
    
    (1,760
    )Purchases, issuances, and settlements
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    (200
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111
   9




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    Fair Value Measurements at June 30, 2009 UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Other Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the
fair value of the collateral
    
    $
    177,326
    
    
    
    
    
    
    
    
    
    
    
    177,326
    
    
    
    37,744Impaired real estate owned
    
    
    2,955
    
    
    
    
    
    
    
    
    
    
    
    2,955
    
    
    
    623Impaired real estate held
for sale
    
    
    2,130
    
    
    
    
    
    
    
    
    
    
    
    2,130
    
    
    
    33Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124$
    182,411
    
    
    
    
    
    
    
    
    
    
    
    182,411
    
    
    
    47,524
  Loans Measured For Impairment
  10




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Impaired Real Estate Owned and Real Estate Held for Sale
  Impaired Goodwill
  Financial Disclosures about Fair Value of Financial Instruments
 June 30, 2009
    
    
    December 31, 2008Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    213,476
    
    
    
    213,476
    
    
    
    158,957
    
    
    
    158,957Securities available for sale
    
    
    431,976
    
    
    
    431,976
    
    
    
    701,845
    
    
    
    701,845Investment securities
    
    
    2,036
    
    
    
    3,015
    
    
    
    2,036
    
    
    
    2,503Tax certificates
    
    
    179,110
    
    
    
    185,483
    
    
    
    213,534
    
    
    
    224,434Federal home loan bank stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    54,607
    
    
    
    54,607Loans receivable including loans
held for sale, net
    
    
    4,036,754
    
    
    
    3,667,717
    
    
    
    4,326,651
    
    
    
    3,959,563Financial liabilities:Deposits
    
    $
    4,055,047
    
    
    
    4,045,715
    
    
    
    3,919,796
    
    
    
    3,919,810Short term borrowings
    
    
    31,374
    
    
    
    31,374
    
    
    
    284,423
    
    
    
    284,474Advances from FHLB
    
    
    597,020
    
    
    
    605,577
    
    
    
    967,028
    
    
    
    983,119Subordinated debentures
and notes payable
    
    
    22,781
    
    
    
    19,486
    
    
    
    22,864
    
    
    
    21,550Junior subordinated debentures
    
    
    301,353
    
    
    
    90,727
    
    
    
    294,195
    
    
    
    142,086
  11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
          Concentration of Credit Risk
   12




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 3. Securities Available for Sale
  June 30, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    281,954
    
    
    
    11,189
    
    
    
    2
    
    
    
    293,141Real estate mortgage investment
conduits (1)
    
    
    134,627
    
    
    
    3,034
    
    
    
    70
    
    
    
    137,591Total mortgage-backed securities
    
    
    416,581
    
    
    
    14,223
    
    
    
    72
    
    
    
    430,732Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    969
    
    
    
    30
    
    
    
    5
    
    
    
    994Total investment securities
    
    
    1,219
    
    
    
    30
    
    
    
    5
    
    
    
    1,244Total
    
    $
    417,800
    
    
    
    14,253
    
    
    
    77
    
    
    
    431,976
 December 31, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    521,895
    
    
    
    11,017
    
    
    
    39
    
    
    
    532,873Real estate mortgage investment
conduits (1)
    
    
    165,449
    
    
    
    1,846
    
    
    
    944
    
    
    
    166,351Total mortgage-backed securities
    
    
    687,344
    
    
    
    12,863
    
    
    
    983
    
    
    
    699,224Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    2,347
    
    
    
    24
    
    
    
    
    
    
    
    2,371Total investment securities
    
    
    2,597
    
    
    
    24
    
    
    
    
    
    
    
    2,621Total
    
    $
    689,941
    
    
    
    12,887
    
    
    
    983
    
    
    
    701,845
 
 (1)
    
    Real estate mortgage investment conduits are pass-through entities that hold
residential loans and investors are issued ownership interests in the entities in the form of a
bond. The securities were issued by government agencies.  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Gross gains on securities sales
    
    $
    2,070
    
    
    
    5,663
    
    
    
    6,510
    
    
    
    7,439Gross losses on securities sales
    
    $
    
    
    
    
    2
    
    
    
    
    
    
    
    4,660Proceeds from sales of
securities
    
    $
    43,277
    
    
    
    200,504
    
    
    
    205,706
    
    
    
    341,589
  13




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 4. Discontinued Operations
  5. Restructuring Charges and Exit Activities
  EmployeeTerminationBenefits
    
    
    Contract
    
    
    TotalLiability
    
    
    Liability
    
    
    LiabilityBalance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expenses incurred
    
    
    2,095
    
    
    
    361
    
    
    
    2,456Amounts paid or amortized
    
    
    (1,105
    )
    
    
    (288
    )
    
    
    (1,393
    )Balance at June 30, 2008
    
    $
    1,092
    
    
    
    1,063
    
    
    
    2,155Balance at January 1, 2009
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633Expense incurred
    
    
    1,946
    
    
    
    1,301
    
    
    
    3,247Amounts paid or amortized
    
    
    (1,693
    )
    
    
    (60
    )
    
    
    (1,753
    )Balance at June 30, 2009
    
    $
    424
    
    
    
    2,703
    
    
    
    3,127
    14




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 6. Loans Receivable
  June 30,
    
    
    December 31,2009
    
    
    2008Real estate loans:Residential
    
    $
    1,753,507
    
    
    
    1,929,616Builder land loans
    
    
    76,892
    
    
    
    84,453Land acquisition and development
    
    
    208,606
    
    
    
    226,484Land acquisition, development and
construction
    
    
    43,964
    
    
    
    60,730Construction and development
    
    
    212,675
    
    
    
    229,856Commercial
    
    
    728,141
    
    
    
    709,523Consumer  home equity
    
    
    697,631
    
    
    
    718,950Small business
    
    
    212,564
    
    
    
    218,694Other loans:Commercial business
    
    
    140,651
    
    
    
    144,554Small business  non-mortgage
    
    
    101,439
    
    
    
    108,230Consumer loans
    
    
    13,941
    
    
    
    16,406Deposit overdrafts
    
    
    8,240
    
    
    
    9,730Total gross loans
    
    
    4,198,251
    
    
    
    4,457,226Adjustments:Premiums, discounts and net deferred fees
    
    
    3,029
    
    
    
    3,221Allowance for loan losses
    
    
    (172,220
    )
    
    
    (137,257
    )Loans receivable, net
    
    $
    4,029,060
    
    
    
    4,323,190Loans held for sale
    
    $
    7,694
    
    
    
    3,461
   June 30,
    
    
    December 31,2009
    
    
    2008Construction and development
    
    $
    56,374
    
    
    
    124,332Commercial
    
    
    34,716
    
    
    
    38,930Total undisbursed loans in process
    
    $
    91,090
    
    
    
    163,262
 15




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Allowance for Loan Losses (in thousands):
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    158,397
    
    
    
    89,836
    
    
    
    137,257
    
    
    
    94,020Loans charged-off
    
    
    (30,332
    )
    
    
    (31,401
    )
    
    
    (54,261
    )
    
    
    (78,648
    )Recoveries of loans
previously charged-off
    
    
    661
    
    
    
    444
    
    
    
    1,453
    
    
    
    619Net (charge-offs)
    
    
    (29,671
    )
    
    
    (30,957
    )
    
    
    (52,808
    )
    
    
    (78,029
    )Provision for loan losses
    
    
    43,494
    
    
    
    47,247
    
    
    
    87,771
    
    
    
    90,135Balance, end of period
    
    $
    172,220
    
    
    
    106,126
    
    
    
    172,220
    
    
    
    106,126
  June 30, 2009
    
    
    December 31, 2008Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    246,240
    
    
    
    58,693
    
    
    
    174,710
    
    
    
    41,192Impaired loans without
specific
valuation allowances
    
    
    260,435
    
    
    
    
    
    
    
    138,548
    
    
    
    Total
    
    $
    506,675
    
    
    
    58,693
    
    
    
    313,258
    
    
    
    41,192
   For the Three
    
    
    For the SixMonths Ended
    
    
    Months EndedJune 30, 2009
    
    
    June 30, 2009Contracted interest income
    
    $
    6,408
    
    
    
    11,505Interest income recognized
    
    
    734
    
    
    
    1,428Foregone interest income
    
    $
    5,674
    
    
    
    10,077
 7. Goodwill
  16




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   8. Related Parties
     For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Non-interest income:Other  office facilities
    
    $
    137
    
    
    
    122
    
    
    
    260
    
    
    
    177Non-interest expense:Employee compensation
benefits
    
    
    (29
    )
    
    
    (33
    )
    
    
    (58
    )
    
    
    (88
    )Other  back-office support
    
    
    (465
    )
    
    
    (447
    )
    
    
    (906
    )
    
    
    (775
    )Net effect of affiliate
transactions
before income taxes
    
    $
    (357
    )
    
    
    (358
    )
    
    
    (704
    )
    
    
    (686
    )
  17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    53,789
    
    
    $
    48.46Options non-vested
    
    
    13,610
    
    
    $
    92.85
    9. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operationsParent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities
  18




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Parent
    
    
    Elimination
    
    
    SegmentFor the Three Months Ended
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2009Interest income
    
    $
    56,991
    
    
    
    196
    
    
    
    (7
    )
    
    
    57,180Interest expense
    
    
    (16,913
    )
    
    
    (4,002
    )
    
    
    7
    
    
    
    (20,908
    )Provision for loan losses
    
    
    (35,955
    )
    
    
    (7,539
    )
    
    
    
    
    
    
    (43,494
    )Non-interest income
    
    
    32,776
    
    
    
    (973
    )
    
    
    (281
    )
    
    
    31,522Non-interest expense
    
    
    (61,077
    )
    
    
    (1,860
    )
    
    
    281
    
    
    
    (62,656
    )Segment losses before
income taxes
    
    
    (24,178
    )
    
    
    (14,178
    )
    
    
    
    
    
    
    (38,356
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Segment net loss
    
    $
    (24,178
    )
    
    
    (14,178
    )
    
    
    
    
    
    
    (38,356
    )Total assets
    
    $
    5,189,711
    
    
    
    469,533
    
    
    
    (398,219
    )
    
    
    5,261,0252008Interest income
    
    $
    78,081
    
    
    
    469
    
    
    
    (63
    )
    
    
    78,487Interest expense
    
    
    (28,158
    )
    
    
    (4,791
    )
    
    
    63
    
    
    
    (32,886
    )Provision for loan losses
    
    
    (37,801
    )
    
    
    (9,446
    )
    
    
    
    
    
    
    (47,247
    )Non-interest income
    
    
    36,728
    
    
    
    7,412
    
    
    
    (264
    )
    
    
    43,876Non-interest expense
    
    
    (72,337
    )
    
    
    (1,666
    )
    
    
    264
    
    
    
    (73,739
    )Segment losses before
income taxes
    
    
    (23,487
    )
    
    
    (8,022
    )
    
    
    
    
    
    
    (31,509
    )Benefit for income taxes
    
    
    9,428
    
    
    
    2,718
    
    
    
    
    
    
    
    12,146Segment net loss
    
    $
    (14,059
    )
    
    
    (5,304
    )
    
    
    
    
    
    
    (19,363
    )Total assets
    
    $
    6,369,148
    
    
    
    704,430
    
    
    
    (558,603
    )
    
    
    6,514,975
 19




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Parent
    
    
    Elimination
    
    
    SegmentFor the Six Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2009Interest income
    
    $
    119,400
    
    
    
    405
    
    
    
    (16
    )
    
    
    119,789Interest expense
    
    
    (37,553
    )
    
    
    (8,232
    )
    
    
    16
    
    
    
    (45,769
    )Provision for loan losses
    
    
    (79,475
    )
    
    
    (8,296
    )
    
    
    
    
    
    
    (87,771
    )Non-interest income
    
    
    65,641
    
    
    
    (513
    )
    
    
    (497
    )
    
    
    64,631Non-interest expense
    
    
    (132,780
    )
    
    
    (3,564
    )
    
    
    497
    
    
    
    (135,847
    )Segment losses before
income taxes
    
    
    (64,767
    )
    
    
    (20,200
    )
    
    
    
    
    
    
    (84,967
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Segment net loss
    
    $
    (64,767
    )
    
    
    (20,200
    )
    
    
    
    
    
    
    (84,967
    )
 Parent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2008Interest income
    
    $
    161,439
    
    
    
    889
    
    
    
    (109
    )
    
    
    162,219Interest expense
    
    
    (63,511
    )
    
    
    (10,585
    )
    
    
    109
    
    
    
    (73,987
    )Provision for loan losses
    
    
    (80,689
    )
    
    
    (9,446
    )
    
    
    
    
    
    
    (90,135
    )Non-interest income
    
    
    72,281
    
    
    
    2,766
    
    
    
    (532
    )
    
    
    74,515Non-interest expense
    
    
    (140,963
    )
    
    
    (3,341
    )
    
    
    532
    
    
    
    (143,772
    )Segment losses before
income taxes
    
    
    (51,443
    )
    
    
    (19,717
    )
    
    
    
    
    
    
    (71,160
    )Benefit for income taxes
    
    
    20,403
    
    
    
    6,830
    
    
    
    
    
    
    
    27,233Segment net loss
    
    $
    (31,040
    )
    
    
    (12,887
    )
    
    
    
    
    
    
    (43,927
    )
 10. Financial Instruments with Off-balance Sheet Risk
  June 30,
    
    
    December 31,2009
    
    
    2008Commitments to sell fixed rate residential loans
    
    $
    45,897
    
    
    
    25,304Commitments to originate loans held for sale
    
    
    38,202
    
    
    
    21,843Commitments to originate loans held to maturity
    
    
    50,163
    
    
    
    16,553Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    428,628
    
    
    
    597,739Standby letters of credit
    
    
    16,892
    
    
    
    20,558Commercial lines of credit
    
    
    68,121
    
    
    
    66,954
  20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 11. Earnings per Share
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Basic loss per share:Numerator:Loss from continuing operations
    
    $
    (38,356
    )
    
    
    (19,363
    )
    
    
    (84,967
    )
    
    
    (43,927
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    4,201
    
    
    
    1,121Net loss
    
    $
    (38,356
    )
    
    
    (19,363
    )
    
    
    (80,766
    )
    
    
    (42,806
    )Denominator:Basic weighted average number of
common shares outstanding
    
    
    11,236,574
    
    
    
    11,223,495
    
    
    
    11,235,364
    
    
    
    11,221,406Basic loss per share from:Continuing operations
    
    $
    (3.41
    )
    
    
    (1.73
    )
    
    
    (7.56
    )
    
    
    (3.91
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.37
    
    
    
    0.10Basic loss per share
    
    $
    (3.41
    )
    
    
    (1.73
    )
    
    
    (7.19
    )
    
    
    (3.81
    )Diluted loss per shareNumerator:Loss from continuing operations
    
    $
    (38,356
    )
    
    
    (19,363
    )
    
    
    (84,967
    )
    
    
    (43,927
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    4,201
    
    
    
    1,121Net loss
    
    $
    (38,356
    )
    
    
    (19,363
    )
    
    
    (80,766
    )
    
    
    (42,806
    )Denominator:Diluted weighted average shares
outstanding
    
    
    11,236,574
    
    
    
    11,223,495
    
    
    
    11,235,364
    
    
    
    11,221,406Diluted loss per share from:Continuing operations
    
    $
    (3.41
    )
    
    
    (1.73
    )
    
    
    (7.56
    )
    
    
    (3.91
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.37
    
    
    
    0.10Diluted loss per share
    
    $
    (3.41
    )
    
    
    (1.73
    )
    
    
    (7.19
    )
    
    
    (3.81
    )Cash dividends per share:Class A share
    
    $
    
    
    
    
    0.025
    
    
    
    0.025
    
    
    
    0.050Class B share
    
    $
    
    
    
    
    0.025
    
    
    
    0.025
    
    
    
    0.050
  12. New Accounting Pronouncements
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162
 21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Amendments
to FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities
 Accounting
for Transfers of Financial Assets, an amendment of FASB Statement No. 140 Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities  a replacement of
FASB Statement No. 125
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Critical Accounting Policies
  Consolidated Results of Operations
  For the Three Months Ended June 30,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (24,178
    )
    
    
    (14,059
    )
    
    
    (10,119
    )Parent Company
    
    
    (14,178
    )
    
    
    (5,304
    )
    
    
    (8,874
    )Net loss
    
    $
    (38,356
    )
    
    
    (19,363
    )
    
    
    (18,993
    )
 For the Three Months Ended June 30, 2009 Compared to the Same 2008 Period:
  23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Six Months Ended June 30,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (64,767
    )
    
    
    (31,040
    )
    
    
    (33,727
    )Parent Company
    
    
    (20,200
    )
    
    
    (12,887
    )
    
    
    (7,313
    )Net loss
    
    $
    (84,967
    )
    
    
    (43,927
    )
    
    
    (41,040
    )
 For the Six Months Ended June 30, 2009 Compared to the Same 2008 Period:
   BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedJune 30, 2009
    
    
    June 30, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate(dollars in thousands)Total loans
    
    $
    4,226,918
    
    
    
    47,585
    
    
    
    4.50
    
    
    $
    4,470,868
    
    
    
    61,466
    
    
    
    5.50Investments
    
    
    702,931
    
    
    
    9,405
    
    
    
    5.35
    
    
    
    1,098,822
    
    
    
    16,615
    
    
    
    6.05Total interest earning assets
    
    
    4,929,849
    
    
    
    56,990
    
    
    
    4.62
    %
    
    
    5,569,690
    
    
    
    78,081
    
    
    
    5.61
    %Goodwill and core deposit intangibles
    
    
    16,618
    
    
    
    
    
    
    
    
    
    
    
    75,401Other non-interest earning assets
    
    
    324,435
    
    
    
    
    
    
    
    
    
    
    
    433,038Total Assets
    
    $
    5,270,902
    
    
    
    
    
    
    
    
    
    
    $
    6,078,129Deposits:Savings
    
    $
    451,122
    
    
    
    390
    
    
    
    0.35
    %
    
    $
    552,094
    
    
    
    1,284
    
    
    
    0.94
    %NOW
    
    
    1,159,531
    
    
    
    1,812
    
    
    
    0.63
    
    
    
    941,964
    
    
    
    1,898
    
    
    
    0.81Money market
    
    
    412,065
    
    
    
    674
    
    
    
    0.66
    
    
    
    617,013
    
    
    
    2,427
    
    
    
    1.58Certificates of deposit
    
    
    1,256,299
    
    
    
    8,651
    
    
    
    2.76
    
    
    
    917,133
    
    
    
    8,899
    
    
    
    3.90Total interest bearing deposits
    
    
    3,279,017
    
    
    
    11,527
    
    
    
    1.41
    
    
    
    3,028,204
    
    
    
    14,508
    
    
    
    1.93Short-term borrowed funds
    
    
    65,604
    
    
    
    27
    
    
    
    0.17
    
    
    
    166,031
    
    
    
    788
    
    
    
    1.91Advances from FHLB
    
    
    625,254
    
    
    
    5,082
    
    
    
    3.26
    
    
    
    1,389,835
    
    
    
    12,433
    
    
    
    3.60Long-term debt
    
    
    22,779
    
    
    
    276
    
    
    
    4.86
    
    
    
    26,274
    
    
    
    429
    
    
    
    6.57Total interest bearing liabilities
    
    
    3,992,654
    
    
    
    16,912
    
    
    
    1.70
    
    
    
    4,610,344
    
    
    
    28,158
    
    
    
    2.46Demand deposits
    
    
    810,031
    
    
    
    
    
    
    
    
    
    
    
    878,906Non-interest bearing other liabilities
    
    
    62,835
    
    
    
    
    
    
    
    
    
    
    
    45,770Total Liabilities
    
    
    4,865,520
    
    
    
    
    
    
    
    
    
    
    
    5,535,020Stockholders equity
    
    
    405,382
    
    
    
    
    
    
    
    
    
    
    
    543,109Total liabilities and stockholders
equity
    
    $
    5,270,902
    
    
    
    
    
    
    
    
    
    
    $
    6,078,129Net interest income/
net interest spread
    
    
    
    
    
    $
    40,078
    
    
    
    2.92
    %
    
    
    
    
    
    $
    49,923
    
    
    
    3.15
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.62
    %
    
    
    
    
    
    
    
    
    
    
    5.61
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.38
    
    
    
    
    
    
    
    
    
    
    
    2.03Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.24
    %
    
    
    
    
    
    
    
    
    
    
    3.58
    %
 24




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Three Months Ended June 30, 2009 Compared to the Same 2008 Period:
       25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Average Balance Sheet - Yield / Rate AnalysisFor the Six Months EndedJune 30, 2009
    
    
    June 30, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,291,012
    
    
    
    97,191
    
    
    
    4.53
    
    
    $
    4,554,307
    
    
    
    129,602
    
    
    
    5.69Investments
    
    
    818,790
    
    
    
    22,208
    
    
    
    5.42
    
    
    
    1,065,268
    
    
    
    31,837
    
    
    
    5.98Total interest earning assets
    
    
    5,109,802
    
    
    
    119,399
    
    
    
    4.67
    %
    
    
    5,619,575
    
    
    
    161,439
    
    
    
    5.75Goodwill and core deposit intangibles
    
    
    21,269
    
    
    
    
    
    
    
    
    
    
    
    75,560Other non-interest earning assets
    
    
    340,386
    
    
    
    
    
    
    
    
    
    
    
    424,767Total Assets
    
    $
    5,471,457
    
    
    
    
    
    
    
    
    
    
    $
    6,119,902Deposits:Savings
    
    $
    446,227
    
    
    
    890
    
    
    
    0.40
    %
    
    $
    559,271
    
    
    
    3,302
    
    
    
    1.19NOW
    
    
    1,103,634
    
    
    
    3,226
    
    
    
    0.59
    
    
    
    934,173
    
    
    
    4,581
    
    
    
    0.99Money market
    
    
    416,947
    
    
    
    1,447
    
    
    
    0.70
    
    
    
    613,038
    
    
    
    5,585
    
    
    
    1.83Certificates of deposit
    
    
    1,278,057
    
    
    
    18,951
    
    
    
    2.99
    
    
    
    954,605
    
    
    
    19,633
    
    
    
    4.14Total deposits
    
    
    3,244,865
    
    
    
    24,514
    
    
    
    1.52
    
    
    
    3,061,087
    
    
    
    33,101
    
    
    
    2.17Short-term borrowed funds
    
    
    171,319
    
    
    
    208
    
    
    
    0.24
    
    
    
    167,386
    
    
    
    2,113
    
    
    
    2.54Advances from FHLB
    
    
    763,398
    
    
    
    12,246
    
    
    
    3.23
    
    
    
    1,406,790
    
    
    
    27,379
    
    
    
    3.91Long-term debt
    
    
    22,799
    
    
    
    584
    
    
    
    5.17
    
    
    
    26,365
    
    
    
    918
    
    
    
    7.00Total interest bearing liabilities
    
    
    4,202,381
    
    
    
    37,552
    
    
    
    1.80
    
    
    
    4,661,628
    
    
    
    63,511
    
    
    
    2.74Demand deposits
    
    
    793,098
    
    
    
    
    
    
    
    
    
    
    
    866,834Non-interest bearing other liabilities
    
    
    62,184
    
    
    
    
    
    
    
    
    
    
    
    47,298Total Liabilities
    
    
    5,057,663
    
    
    
    
    
    
    
    
    
    
    
    5,575,760Stockholders equity
    
    
    413,794
    
    
    
    
    
    
    
    
    
    
    
    544,142Total liabilities and stockholders
equity
    
    $
    5,471,457
    
    
    
    
    
    
    
    
    
    
    $
    6,119,902Net interest income/net
interest spread
    
    
    
    
    
    $
    81,847
    
    
    
    2.87
    %
    
    
    
    
    
    $
    97,928
    
    
    
    3.01MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.67
    %
    
    
    
    
    
    
    
    
    
    
    5.75Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.48
    
    
    
    
    
    
    
    
    
    
    
    2.27Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.19
    %
    
    
    
    
    
    
    
    
    
    
    3.48
 For the Six Months Ended June 30, 2009 Compared to the Same 2008 Period:
  26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Asset Quality
  June 30,
    
    
    December 31,2009
    
    
    2008NONPERFORMING ASSETSNonaccrual:Tax certificates
    
    $
    3,091
    
    
    
    1,441Loans (3)
    
    
    295,448
    
    
    
    208,088Total nonaccrual
    
    
    298,539
    
    
    
    209,529Repossessed assets:Real estate owned
    
    
    30,213
    
    
    
    19,045Other repossessed assets
    
    
    23
    
    
    
    Total nonperforming assets, net
    
    $
    328,775
    
    
    
    228,574AllowancesAllowance for loan losses
    
    $
    156,821
    
    
    
    125,572Allowance for tax certificate losses
    
    
    7,508
    
    
    
    6,064Total allowances
    
    $
    164,329
    
    
    
    131,636POTENTIAL PROBLEM LOANSContractually past due 90 days or more (1)
    
    $
    12,654
    
    
    
    15,721Performing impaired loans (2)
    
    
    83,612
    
    
    
    Troubled debt restructured loans
    
    
    63,057
    
    
    
    25,843TOTAL POTENTIAL PROBLEM LOANS
    
    $
    159,323
    
    
    
    41,564
 
 (1)
    
    The majority of these loans have matured and the
borrowers continue to make payments under the matured agreements.(2)
    
    BankAtlantic believes that it will ultimately
collect all of the principal and interest associated with these loans;
however, the timing of the payments may not be in accordance with the
contractual terms of the loan agreement.(3)
    
    Includes $44.8 million and $0 of troubled debt
restructured loans as of June 30, 2009 and December 31, 2008,
respectively.    27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
     As of June 30, 2009
    
    
    As of December 31, 2008Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    33,811
    
    
    
    45,399
    
    
    
    
    
    
    
    25,843Small business
    
    
    4,159
    
    
    
    5,708
    
    
    
    
    
    
    
    Consumer
    
    
    668
    
    
    
    9,989
    
    
    
    
    
    
    
    Residential
    
    
    6,137
    
    
    
    1,961
    
    
    
    
    
    
    
    Total
    
    $
    44,775
    
    
    
    63,057
    
    
    
    
    
    
    
    25,843
   June 30,
    
    
    December 31,2009
    
    
    2008Commercial
    
    $
    32,252
    
    
    
    29,208Small business
    
    
    435
    
    
    
    300Consumer
    
    
    2,551
    
    
    
    Residential
    
    
    8,088
    
    
    
    Total
    
    $
    43,326
    
    
    
    29,508
  28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    146,639
    
    
    
    83,396
    
    
    
    125,572
    
    
    
    94,020Charge-offsResidential
    
    
    (3,923
    )
    
    
    (1,027
    )
    
    
    (8,511
    )
    
    
    (1,651
    )Commercial
    
    
    (10,530
    )
    
    
    (14,501
    )
    
    
    (16,095
    )
    
    
    (55,092
    )Commercial business
    
    
    (516
    )
    
    
    
    
    
    
    (516
    )
    
    
    Consumer
    
    
    (9,118
    )
    
    
    (7,225
    )
    
    
    (19,439
    )
    
    
    (12,061
    )Small business
    
    
    (2,347
    )
    
    
    (464
    )
    
    
    (5,118
    )
    
    
    (1,660
    )Total Charge-offs
    
    
    (26,434
    )
    
    
    (23,217
    )
    
    
    (49,679
    )
    
    
    (70,464
    )Recoveries of loans previously charged-off
    
    
    661
    
    
    
    444
    
    
    
    1,453
    
    
    
    619Net (charge-offs)
    
    
    (25,773
    )
    
    
    (22,773
    )
    
    
    (48,226
    )
    
    
    (69,845
    )Transfer of specific reserves to Parent
Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,440
    )Provision for loan losses
    
    
    35,955
    
    
    
    37,801
    
    
    
    79,475
    
    
    
    80,689Balance, end of period
    
    $
    156,821
    
    
    
    98,424
    
    
    
    156,821
    
    
    
    98,424
  BankAtlantics Non-Interest Income
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeService charges on deposits
    
    $
    19,347
    
    
    
    24,466
    
    
    
    (5,119
    )
    
    
    38,032
    
    
    
    48,480
    
    
    
    (10,448
    )Other service charges and fees
    
    
    8,059
    
    
    
    7,121
    
    
    
    938
    
    
    
    15,084
    
    
    
    14,554
    
    
    
    530Securities activities, net
    
    
    2,067
    
    
    
    1,960
    
    
    
    107
    
    
    
    6,387
    
    
    
    2,301
    
    
    
    4,086Income from unconsolidated
subsidiaries
    
    
    103
    
    
    
    147
    
    
    
    (44
    )
    
    
    181
    
    
    
    1,260
    
    
    
    (1,079
    )Other
    
    
    3,200
    
    
    
    3,034
    
    
    
    166
    
    
    
    5,957
    
    
    
    5,686
    
    
    
    271Non-interest income
    
    $
    32,776
    
    
    
    36,728
    
    
    
    (3,952
    )
    
    
    65,641
    
    
    
    72,281
    
    
    
    (6,640
    )
   29




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
     BankAtlantics Non-Interest Expense
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeEmployee compensation and benefits
    
    $
    24,985
    
    
    
    32,118
    
    
    
    (7,133
    )
    
    
    53,063
    
    
    
    66,361
    
    
    
    (13,298
    )Occupancy and equipment
    
    
    14,842
    
    
    
    16,171
    
    
    
    (1,329
    )
    
    
    29,752
    
    
    
    32,554
    
    
    
    (2,802
    )Advertising and business promotion
    
    
    1,846
    
    
    
    3,564
    
    
    
    (1,718
    )
    
    
    4,627
    
    
    
    8,425
    
    
    
    (3,798
    )Check losses
    
    
    991
    
    
    
    2,101
    
    
    
    (1,110
    )
    
    
    1,835
    
    
    
    4,819
    
    
    
    (2,984
    )Professional fees
    
    
    2,336
    
    
    
    2,004
    
    
    
    332
    
    
    
    5,280
    
    
    
    4,264
    
    
    
    1,016Supplies and postage
    
    
    991
    
    
    
    1,281
    
    
    
    (290
    )
    
    
    1,991
    
    
    
    2,284
    
    
    
    (293
    )Telecommunication
    
    
    580
    
    
    
    1,326
    
    
    
    (746
    )
    
    
    1,274
    
    
    
    2,822
    
    
    
    (1,548
    )Cost associated with debt redemption
    
    
    1,441
    
    
    
    1
    
    
    
    1,440
    
    
    
    2,032
    
    
    
    2
    
    
    
    2,030Restructuring charges and exit
activities
    
    
    1,406
    
    
    
    5,762
    
    
    
    (4,356
    )
    
    
    3,280
    
    
    
    5,597
    
    
    
    (2,317
    )Provision for tax certificates
    
    
    1,414
    
    
    
    924
    
    
    
    490
    
    
    
    2,900
    
    
    
    807
    
    
    
    2,093Impairment of real estate owned
    
    
    411
    
    
    
    190
    
    
    
    221
    
    
    
    623
    
    
    
    240
    
    
    
    383Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    
    
    
    
    9,124FDIC special assessment
    
    
    2,428
    
    
    
    
    
    
    
    2,428
    
    
    
    2,428
    
    
    
    
    
    
    
    2,428Other
    
    
    7,406
    
    
    
    6,895
    
    
    
    511
    
    
    
    14,571
    
    
    
    12,788
    
    
    
    1,783Total non-interest expense
    
    $
    61,077
    
    
    
    72,337
    
    
    
    (11,260
    )
    
    
    132,780
    
    
    
    140,963
    
    
    
    (8,183
    )
  30




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BankAtlantic Bancorp, Inc. and Subsidiaries
             31




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BankAtlantic Bancorp, Inc. and Subsidiaries
 Parent Company Results of Operations
 For the Three Months
    
    
    For the Six Months(in thousands)
    
    Ended June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeNet interest expense
    
    $
    (3,807
    )
    
    
    (4,324
    )
    
    
    517
    
    
    
    (7,828
    )
    
    
    (9,698
    )
    
    
    1,870Provision for loan losses
    
    
    (7,539
    )
    
    
    (9,446
    )
    
    
    1,907
    
    
    
    (8,296
    )
    
    
    (9,446
    )
    
    
    1,150Net interest expense
after provision
for loan losses
    
    
    (11,346
    )
    
    
    (13,770
    )
    
    
    2,424
    
    
    
    (16,124
    )
    
    
    (19,144
    )
    
    
    3,020Non-interest income
    
    
    (973
    )
    
    
    7,414
    
    
    
    (8,387
    )
    
    
    (513
    )
    
    
    2,768
    
    
    
    (3,281
    )Non-interest expense
    
    
    1,859
    
    
    
    1,666
    
    
    
    193
    
    
    
    3,563
    
    
    
    3,341
    
    
    
    222Loss before income taxes
    
    
    (14,178
    )
    
    
    (8,022
    )
    
    
    (6,156
    )
    
    
    (20,200
    )
    
    
    (19,717
    )
    
    
    (483
    )Income tax benefit
    
    
    
    
    
    
    (2,718
    )
    
    
    2,718
    
    
    
    
    
    
    
    (6,830
    )
    
    
    6,830Parent company loss
    
    $
    (14,178
    )
    
    
    (5,304
    )
    
    
    (8,874
    )
    
    
    (20,200
    )
    
    
    (12,887
    )
    
    
    (7,313
    )
    32




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  June 30,
    
    
    December 31,2009
    
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    17,471
    
    
    
    22,019Land acquisition and development
    
    
    16,685
    
    
    
    16,759Land acquisition, development and
construction
    
    
    24,795
    
    
    
    29,163Total commercial residential real estate
    
    
    58,951
    
    
    
    67,941Commercial non-residential real estate
    
    
    5,607
    
    
    
    11,386Total non-accrual loans
    
    
    64,558
    
    
    
    79,327Allowance for loan losses  specific reserves
    
    
    (15,399
    )
    
    
    (11,685
    )Non-accrual loans, net
    
    
    49,159
    
    
    
    67,642Performing commercial non-residential loans
    
    
    3,352
    
    
    
    2,259Loans receivable, net
    
    $
    52,511
    
    
    
    69,901
   For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    11,758
    
    
    
    6,440
    
    
    
    11,685
    
    
    
    Loans charged-off
    
    
    (3,898
    )
    
    
    (8,184
    )
    
    
    (4,582
    )
    
    
    (8,184
    )Recoveries of loans previously
charged-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (3,898
    )
    
    
    (8,184
    )
    
    
    (4,582
    )
    
    
    (8,184
    )Reserves transferred from BankAtlantic
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,440Provision for loan losses
    
    
    7,539
    
    
    
    9,446
    
    
    
    8,296
    
    
    
    9,446Balance, end of period
    
    $
    15,399
    
    
    
    7,702
    
    
    
    15,399
    
    
    
    7,702
   33




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantic Bancorp, Inc. Consolidated Financial Condition
   
    
    Increase in cash and cash equivalents primarily reflecting $107.3 million of higher
cash balances at the Federal Reserve Bank associated with daily cash management
activities;
    
    Decrease in securities available for sale reflecting the sale of $190.6 million of
mortgage-backed securities as well as repayments associated with higher residential
mortgage refinancings in response to low historical residential mortgage interest rates
during the period;
    
    Decrease in tax certificate balances primarily due to redemptions and decreased tax
certificate acquisitions compared to prior periods;
    
    Decline in FHLB stock related to lower FHLB advance borrowings;
    
    Higher residential loans held for sale primarily resulting from increased
originations associated with residential mortgage refinancings;
    
    Decrease in loan receivable balances associated with repayments of residential loans
in the normal course of business combined with a significant decline in loan purchases
and originations ;
    
    Decrease in accrued interest receivable primarily resulting from lower loan balances
and a significant decline in interest rates;
    
    Increase in real estate owned associated with commercial real estate and residential
loan foreclosures; and
    
    Decrease in goodwill associated with the impairment of $9.1 million of goodwill.
  
    
    Increased interest bearing deposit account balances associated with sales efforts and
promotions of higher-yielding interest-bearing checking accounts partially offset by
lower time deposits;
    
    Higher non-interest-bearing deposit balances primarily due to increased customer
balances in checking accounts;
    
    Lower FHLB advances and short term borrowings due to repayments using proceeds from
the sales of securities, loan repayments and increases in deposit account balances;
and
    
    Increase in junior subordinated debentures due to interest deferrals.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
  34




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BankAtlantic Bancorp, Inc. and Subsidiaries
       35




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BankAtlantic Bancorp, Inc. and Subsidiaries
  As of June 30, 2009Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    16,122
    
    
    
    
    
    
    
    
    
    
    
    16,122Securities available for sale
    
    
    219
    
    
    
    
    
    
    
    5
    
    
    
    214Private investment securities
    
    
    2,036
    
    
    
    979
    
    
    
    
    
    
    
    3,015Total
    
    $
    18,377
    
    
    
    979
    
    
    
    5
    
    
    
    19,351
  BankAtlantic Liquidity and Capital Resources
     36




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BankAtlantic Bancorp, Inc. and Subsidiaries
       37




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt June 30, 2009:Total risk-based capital
    
    $
    429,333
    
    
    
    11.81
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    360,943
    
    
    
    9.93
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    360,943
    
    
    
    7.01
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    360,943
    
    
    
    7.01
    
    
    
    4.00
    
    
    
    5.00At December 31, 2008:Total risk-based capital
    
    $
    456,776
    
    
    
    11.63
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    385,006
    
    
    
    9.85
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    385,006
    
    
    
    6.94
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    385,006
    
    
    
    6.94
    
    
    
    4.00
    
    
    
    5.00
  Contractual Obligations and Off Balance Sheet Arrangements as of June 30, 2009 (in thousands):
 Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    1,230,829
    
    
    
    1,160,960
    
    
    
    56,398
    
    
    
    13,471
    
    
    
    Long-term debt
    
    
    324,134
    
    
    
    
    
    
    
    22,000
    
    
    
    7,939
    
    
    
    294,195Advances from FHLB (1)
    
    
    597,020
    
    
    
    505,020
    
    
    
    92,000
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    30,203
    
    
    
    1,282
    
    
    
    3,616
    
    
    
    2,421
    
    
    
    22,884Operating lease obligations held for use
    
    
    72,582
    
    
    
    7,686
    
    
    
    17,872
    
    
    
    7,790
    
    
    
    39,234Pension obligation
    
    
    17,340
    
    
    
    1,269
    
    
    
    2,995
    
    
    
    3,229
    
    
    
    9,847Other obligations
    
    
    12,800
    
    
    
    
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    2,284,908
    
    
    
    1,676,217
    
    
    
    199,681
    
    
    
    41,250
    
    
    
    367,760
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 38




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
   
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  39




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 Wilmine Almonor, individually and on behalf of all others similarly situated, vs. BankAtlantic
Bancorp, Inc., Steven M. Coldren, Mary E. Ginestra, Willis N. Holcombe, Jarett S. Levan, John E.
Abdo, David A. Lieberman, Charlie C. Winningham II, D. Keith Cobb, Bruno L. DiGiulian, Alan B.
Levan, James A. White, the Security Plus Plan Committee, and Unknown Fiduciary Defendants 1-50 , No.
0:07-cv-61862-DMM, United States District Court, Southern District of Florida.
  D.W. Hugo, individually and on behalf of Nominal Defendant BankAtlantic Bancorp, Inc. vs.
BankAtlantic Bancorp, Inc., Alan B. Levan, Jarett S. Levan, Jay C. McClung, Marcia K. Snyder,
Valerie Toalson, James A. White, John E. Abdo, D. Keith Cobb, Steven M. Coldren, and David A.
Lieberman, Case No. 0:08-cv-61018-UU, United States District Court, Southern District of Florida
  Dixon v. Vesta Holdings I, LLC. et al , Fulton County Superior Court, Civil Case No. 2007 CV 143456
  40




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 1A. Risk Factors.
  
 Item 4. Submission of Matters to a Vote of Security Holders
   Director
    
    For
    
    
    WithheldJohn E. Abdo
    
    
    17,906,565
    
    
    
    457,623David A. Lieberman
    
    
    17,911,505
    
    
    
    452,683Charlie C. Winningham, II
    
    
    17,731,844
    
    
    
    611,669
  Votes 
For
    
    Votes
Against
    
    Votes
Abstaining16,365,836
    
    1,965,167
    
    33,183
  Votes 
For
    
    Votes
Against
    
    Votes
Abstaining12,846,784
    
    1,009,208
    
    19,257
 
 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
 41




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BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.
 August 10, 2009Date
    By:
    /s/ Alan B. LevanAlan B. LevanChief Executive Officer/
Chairman/President August 10, 2009Date
    By:
    /s/ Valerie C. ToalsonValerie C. ToalsonExecutive Vice President,
Chief Financial Officer 42