##### 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, 2008
 OR
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _______ to _______
Commission files number 34-027228
 BankAtlantic Bancorp, Inc.
  Florida
(State or other jurisdiction of 
incorporation or organization)
    
    65-0507804
(I.R.S. Employer
Identification No.)2100 West Cypress Creek Road 
Fort Lauderdale, Florida
(Address of principal executive offices)
    
    33309
(Zip Code)
 (954) 940-5000
 Not Applicable
  þ o
  Large accelerated filer o
    
    Accelerated filer þNon-accelerated filer o
    
    Small reporting company o
  o þ
  Outstanding atTitle of Each Class
    
    October 31, 2008Class 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
  
 Reference
    
    
    
    PagePart I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3-21Consolidated
Statements of Financial Condition  September 30, 2008 and December 31, 2007  Unaudited
    
    
    3Consolidated Statements of Operations  For the Three and Nine Months Ended September 30, 2008 and 2007  Unaudited
    
    
    4Consolidated Statements of Stockholders Equity and Comprehensive Income 
For the Nine Months Ended September 30, 2008 and 2007  Unaudited
    
    
    5Consolidated
Statements of Cash Flows  For the Nine Months Ended
September 30, 2008 and 2007  Unaudited
    
    
    6-7Notes to Consolidated Financial Statements  Unaudited
    
    
    8-21Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21-39Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    39Item 4.
    
    Controls and Procedures
    
    
    40Part II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    40Item 1A.
    
    Risk Factors
    
    
    40-41Item 6.
    
    Exhibits
    
    
    41Signatures
    
    
    42EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
  
 BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  UNAUDITED
 September 30,
    
    
    December 31,(In thousands, except share data)
    
    2008
    
    
    2007ASSETSCash and cash equivalents
    
    $
    236,940
    
    
    
    124,574Securities available for sale and other financial
instruments (at fair value)
    
    
    734,971
    
    
    
    936,024Investment securities at cost or amortized cost
(approximate fair value: $2,812 and $44,688)
    
    
    2,036
    
    
    
    39,617Tax certificates net of allowance of $5,515 and $3,289
    
    
    294,029
    
    
    
    188,401Federal Home Loan Bank stock, at cost which
approximates fair value
    
    
    77,152
    
    
    
    74,003Residential loans held for sale at lower of cost or fair
value
    
    
    4,264
    
    
    
    4,087Loans receivable, net of allowance for loan losses of
$114,137 and $94,020
    
    
    4,400,834
    
    
    
    4,520,101Accrued interest receivable
    
    
    44,564
    
    
    
    46,271Real estate held for development and sale
    
    
    11,092
    
    
    
    20,037Land and facilities held for sale
    
    
    10,924
    
    
    
    13,704Real estate owned
    
    
    20,054
    
    
    
    17,216Office properties and equipment, net
    
    
    219,008
    
    
    
    243,863Deferred tax asset, net
    
    
    70,192
    
    
    
    32,064Goodwill and other intangibles
    
    
    74,864
    
    
    
    75,886Other assets
    
    
    26,960
    
    
    
    42,969Total assets
    
    $
    6,227,884
    
    
    
    6,378,817LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Interest bearing deposits
    
    $
    3,101,053
    
    
    
    3,129,194Non-interest bearing deposits
    
    
    767,179
    
    
    
    824,211Total deposits
    
    
    3,868,232
    
    
    
    3,953,405Advances from FHLB
    
    
    1,468,032
    
    
    
    1,397,044Short term borrowings
    
    
    96,350
    
    
    
    167,240Subordinated debentures and mortgage-backed bonds
    
    
    26,098
    
    
    
    26,654Junior subordinated debentures
    
    
    294,195
    
    
    
    294,195Other liabilities
    
    
    74,744
    
    
    
    80,958Total liabilities
    
    
    5,827,651
    
    
    
    5,919,496Commitments and contingencies (See Note 12)Stockholders equity:Class A common stock, issued and outstanding
10,254,570 and 10,239,235 shares
    
    
    103
    
    
    
    103Class B common stock, issued and outstanding
975,225 and 975,225 shares
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    219,242
    
    
    
    217,140Retained earnings
    
    
    186,436
    
    
    
    236,150Total stockholders equity before accumulated
other comprehensive income
    
    
    405,791
    
    
    
    453,403Accumulated other comprehensive (loss) income
    
    
    (5,558
    )
    
    
    5,918Total stockholders equity
    
    
    400,233
    
    
    
    459,321Total liabilities and stockholders equity
    
    $
    6,227,884
    
    
    
    6,378,817
  3




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 (In thousands, except share and per share data)
    
    For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest income:Interest and fees on loans
    
    $
    60,843
    
    
    
    80,082
    
    
    
    190,562
    
    
    
    239,583Interest and dividends on taxable securities
    
    
    11,448
    
    
    
    6,387
    
    
    
    35,443
    
    
    
    18,828Interest on tax certificates
    
    
    8,893
    
    
    
    4,589
    
    
    
    17,384
    
    
    
    12,366Interest on tax exempt securities
    
    
    
    
    
    
    3,838
    
    
    
    14
    
    
    
    11,434Total interest income
    
    
    81,184
    
    
    
    94,896
    
    
    
    243,403
    
    
    
    282,211Interest expense:Interest on deposits
    
    
    15,552
    
    
    
    22,558
    
    
    
    48,653
    
    
    
    63,033Interest on advances from FHLB
    
    
    13,401
    
    
    
    18,987
    
    
    
    40,780
    
    
    
    55,813Interest on short term borrowings
    
    
    330
    
    
    
    2,940
    
    
    
    2,334
    
    
    
    7,505Interest on debentures and bonds payable
    
    
    5,484
    
    
    
    6,652
    
    
    
    16,987
    
    
    
    18,902Total interest expense
    
    
    34,767
    
    
    
    51,137
    
    
    
    108,754
    
    
    
    145,253Net interest income
    
    
    46,417
    
    
    
    43,759
    
    
    
    134,649
    
    
    
    136,958Provision for loan losses
    
    
    31,214
    
    
    
    48,949
    
    
    
    121,349
    
    
    
    61,327Net interest income (loss) after
provision for loan losses
    
    
    15,203
    
    
    
    (5,190
    )
    
    
    13,300
    
    
    
    75,631Non-interest income:Service charges on deposits
    
    
    23,924
    
    
    
    25,894
    
    
    
    72,404
    
    
    
    76,297Other service charges and fees
    
    
    7,309
    
    
    
    7,222
    
    
    
    21,863
    
    
    
    21,779Securities activities, net
    
    
    1,132
    
    
    
    1,207
    
    
    
    5,359
    
    
    
    11,575Other
    
    
    2,831
    
    
    
    2,299
    
    
    
    10,085
    
    
    
    9,207Total non-interest income
    
    
    35,196
    
    
    
    36,622
    
    
    
    109,711
    
    
    
    118,858Non-interest expense:Employee compensation and benefits
    
    
    31,679
    
    
    
    34,258
    
    
    
    100,015
    
    
    
    113,256Occupancy and equipment
    
    
    15,996
    
    
    
    16,954
    
    
    
    48,554
    
    
    
    48,825Advertising and business promotion
    
    
    3,430
    
    
    
    4,276
    
    
    
    11,987
    
    
    
    14,343Check losses
    
    
    2,094
    
    
    
    3,341
    
    
    
    6,913
    
    
    
    7,929Professional fees
    
    
    3,160
    
    
    
    2,542
    
    
    
    8,139
    
    
    
    5,623Supplies and postage
    
    
    1,080
    
    
    
    1,159
    
    
    
    3,368
    
    
    
    4,644Telecommunication
    
    
    753
    
    
    
    1,286
    
    
    
    3,586
    
    
    
    4,223Provision for tax certificates
    
    
    2,839
    
    
    
    75
    
    
    
    3,646
    
    
    
    225Impairment, restructuring and exit activities
    
    
    522
    
    
    
    11,005
    
    
    
    6,409
    
    
    
    14,680Other
    
    
    7,097
    
    
    
    6,783
    
    
    
    19,805
    
    
    
    20,601Total non-interest expense
    
    
    68,650
    
    
    
    81,679
    
    
    
    212,422
    
    
    
    234,349Loss from continuing
operations before income taxes
    
    
    (18,251
    )
    
    
    (50,247
    )
    
    
    (89,411
    )
    
    
    (39,860
    )Benefit for income taxes
    
    
    (7,269
    )
    
    
    (20,637
    )
    
    
    (34,502
    )
    
    
    (19,774
    )Loss from continuing operations
    
    
    (10,982
    )
    
    
    (29,610
    )
    
    
    (54,909
    )
    
    
    (20,086
    )Discontinued operations (less applicable
income tax provision (benefit)
of $2,649, $0, $3,252 and ($4,124))
    
    
    4,919
    
    
    
    
    
    
    
    6,040
    
    
    
    7,812Net loss
    
    $
    (6,063
    )
    
    
    (29,610
    )
    
    
    (48,869
    )
    
    
    (12,274
    )Basic loss per shareContinuing operations
    
    $
    (0.98
    )
    
    
    (2.61
    )
    
    
    (4.89
    )
    
    
    (1.71
    )Discontinued operations
    
    
    0.44
    
    
    
    
    
    
    
    0.54
    
    
    
    0.67Basic loss per share
    
    $
    (0.54
    )
    
    
    (2.61
    )
    
    
    (4.35
    )
    
    
    (1.04
    )Diluted loss per shareContinuing operations
    
    $
    (0.98
    )
    
    
    (2.61
    )
    
    
    (4.89
    )
    
    
    (1.71
    )Discontinued operations
    
    
    0.44
    
    
    
    
    
    
    
    0.54
    
    
    
    0.67Diluted loss per share
    
    $
    (0.54
    )
    
    
    (2.61
    )
    
    
    (4.35
    )
    
    
    (1.04
    )Basic weighted average number of
common shares outstanding
    
    
    11,228,081
    
    
    
    11,366,465
    
    
    
    11,223,628
    
    
    
    11,774,340Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    11,228,081
    
    
    
    11,366,465
    
    
    
    11,223,628
    
    
    
    11,774,340
  4




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2007 and 2008-Unaudited
 Accumul-atedCompre-
    
    
    
    
    
    
    Addi-
    
    
    
    
    
    
    Otherhensive
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Compre-Income
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive(In thousands)
    
    (Loss)
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    122
    
    
    
    260,949
    
    
    
    265,089
    
    
    
    (1,178
    )
    
    
    524,982Net loss
    
    
    (12,274
    )
    
    
    
    
    
    
    
    
    
    
    (12,274
    )
    
    
    
    
    
    
    (12,274
    )Other comprehensive income (loss), net of tax:Unrealized gains on securities available for sale
(less income tax expense of $7,781)
    
    
    14,253Reclassification adjustment for net gain
included in net income (less income tax
expense of $1,981)
    
    
    (3,628
    )Other comprehensive income
    
    
    10,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,625
    
    
    
    10,625Comprehensive loss
    
    $
    (1,649
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,558
    )
    
    
    
    
    
    
    (6,558
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (600
    )
    
    
    
    
    
    
    (600
    )Cumulative effect adjustment upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    700Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    2,369
    
    
    
    
    
    
    
    
    
    
    
    2,369Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,264
    
    
    
    
    
    
    
    
    
    
    
    1,264Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (11
    )
    
    
    (53,758
    )
    
    
    
    
    
    
    
    
    
    
    (53,769
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    5,150
    
    
    
    
    
    
    
    
    
    
    
    5,150BALANCE, SEPTEMBER 30, 2007
    
    $
    
    
    
    
    111
    
    
    
    215,974
    
    
    
    246,357
    
    
    
    9,447
    
    
    
    471,889BALANCE, DECEMBER 31, 2007
    
    $
    
    
    
    
    113
    
    
    
    217,140
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321Net loss
    
    
    (48,869
    )
    
    
    
    
    
    
    
    
    
    
    (48,869
    )
    
    
    
    
    
    
    (48,869
    )Other comprehensive loss, net of tax:Unrealized losses on securities available for sale
(less income tax benefit of $5,358)
    
    
    (9,663
    )Reclassification adjustment for net gains
included in net loss (less income tax
expense of $1,005)
    
    
    (1,813
    )Other comprehensive loss
    
    
    (11,476
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,476
    )
    
    
    (11,476
    )Comprehensive loss
    
    $
    (60,345
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (771
    )
    
    
    
    
    
    
    (771
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    (74
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    103Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    (42
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,041
    
    
    
    
    
    
    
    
    
    
    
    2,041BALANCE, SEPTEMBER 30, 2008
    

    $
    

    
    
    
    113
    
    
    
    219,242
    
    
    
    186,436
    
    
    
    (5,558
    )
    
    
    400,233
  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)
    
    2008
    
    
    2007Net cash provided by operating activities
    
    $
    63,098
    
    
    
    30,781Investing activities:Proceeds from redemption and maturities of investment
securities
    
    
    14,365
    
    
    
    3,978Proceeds from redemption and maturities of tax certificates
    
    
    252,946
    
    
    
    157,354Purchase of investment securities
    
    
    
    
    
    
    (11,928
    )Purchase of tax certificates
    
    
    (363,013
    )
    
    
    (166,934
    )Purchase of securities available for sale
    
    
    (254,263
    )
    
    
    (238,549
    )Proceeds from sales and maturities of securities
available for sale
    
    
    477,239
    
    
    
    241,228Purchases of FHLB stock
    
    
    (45,810
    )
    
    
    (10,575
    )Redemption of FHLB stock
    
    
    42,661
    
    
    
    15,889Investments in unconsolidated subsidiaries
    
    
    
    
    
    
    (5,296
    )Distributions from unconsolidated subsidiaries
    
    
    2,165
    
    
    
    7,889Net increase in loans
    
    
    (16,552
    )
    
    
    (54,802
    )Proceeds from the sale of loans receivable
    
    
    10,100
    
    
    
    Improvements to real estate owned
    
    
    (19
    )
    
    
    (1,963
    )Proceeds from sales of real estate owned
    
    
    2,533
    
    
    
    1,241Net additions to office properties and equipment
    
    
    (6,652
    )
    
    
    (48,323
    )Net cash outflows from the sale of Central Florida stores
    
    
    (4,491
    )
    
    
    Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    2,628Net cash provided by (used in) investing activities
    
    
    111,209
    
    
    
    (108,163
    )Financing activities:Net (decrease) increase in deposits
    
    
    (60,696
    )
    
    
    100,941Net proceeds (repayments) of FHLB advances
    
    
    71,000
    
    
    
    (100,000
    )Decrease in securities sold under agreements
to repurchase
    
    
    (11,915
    )
    
    
    (37,095
    )(Decrease) increase in federal funds purchased
    
    
    (58,975
    )
    
    
    142,974Repayment of notes and bonds payable
    
    
    (613
    )
    
    
    (798
    )Excess tax benefits from share-based compensation
    
    
    
    
    
    
    1,264Proceeds from issuance of junior subordinated debentures
    
    
    
    
    
    
    30,929Proceeds from issuance of Class A common stock
    
    
    103
    
    
    
    2,369Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (53,769
    )Common stock dividends
    
    
    (845
    )
    
    
    (7,158
    )Net cash (used in) provided by financing activities
    
    
    (61,941
    )
    
    
    79,657Increase in cash and cash equivalents
    
    
    112,366
    
    
    
    2,275Cash and cash equivalents in discontinued operations
assets held for sale at beginning of period
    
    
    
    
    
    
    3,285Cash and cash equivalents in discontinued operations
assets held for sale at disposal date
    
    
    
    
    
    
    (6,294
    )Cash and cash equivalents at the beginning of period
    
    
    124,574
    
    
    
    138,904Cash and cash equivalents at end of period
    
    $
    236,940
    
    
    
    138,170
  6




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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)
    
    2008
    
    
    2007Supplementary disclosure of non-cash investing and
financing activities:Loans transferred to REO
    
    $
    6,066
    
    
    
    114Tax certificates transferred to REO
    
    
    793
    
    
    
    1,503Change in accumulated other comprehensive (loss) income
    
    
    (11,476
    )
    
    
    10,625Change in deferred taxes on other comprehensive income
    
    
    (6,363
    )
    
    
    5,800Securities purchased pending settlement
    
    
    
    
    
    
    (23,896
    )Transfers of office properties and equipment to
real estate held for development and sale
    
    
    
    
    
    
    1,239Stifel common stock received pursuant to Stifel merger agreement
    
    
    11,309
    
    
    
    
  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
       2. Fair Value Measurement
    8




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
      Fair Value Measurements at September 30, 2008 UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed
securities
    
    $
    557,188
    
    
    
    
    
    
    
    557,188
    
    
    
    REMICS
    
    
    173,045
    
    
    
    
    
    
    
    173,045
    
    
    
    Bonds
    
    
    282
    
    
    
    
    
    
    
    
    
    
    
    282Equity securities
    
    
    4,456
    
    
    
    764
    
    
    
    
    
    
    
    3,692Total
    
    $
    734,971
    
    
    
    764
    
    
    
    730,233
    
    
    
    3,974
   Stifel
    
    
    EquityBonds
    
    
    Warrants
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111Total gains and losses
(realized/unrealized)Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    1,108
    
    
    
    
    
    
    
    1,108Included in other comprehensive
Income
    
    
    
    
    
    
    
    
    
    
    320
    
    
    
    320Purchases, issuances, and settlements
    
    
    (200
    )
    
    
    (14,365
    )
    
    
    
    
    
    
    (14,565
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    282
    
    
    
    
    
    
    
    3,692
    
    
    
    3,974
  9




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Stifel
    
    
    EquityBonds
    
    
    Warrants
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    681
    
    
    
    10,661
    
    
    
    5,133
    
    
    
    16,475Total gains and losses
(realized/unrealized)Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    3,704
    
    
    
    
    
    
    
    3,704Included in other comprehensive
Income
    
    
    1
    
    
    
    
    
    
    
    (1,441
    )
    
    
    (1,440
    )Purchases, issuances, and settlements
    
    
    (400
    )
    
    
    (14,365
    )
    
    
    
    
    
    
    (14,765
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    282
    
    
    
    
    
    
    
    3,692
    
    
    
    3,974
   Mortgage-backed Securities and REMICs
 
 Bonds and Equity Securities
  10




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Fair Value Measurements at September 30, 2008 usingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    Total2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsDescriptionLoans measured for impairment
using the fair value of the
collateral
    
    $
    120,945
    
    
    
    
    
    
    
    
    
    
    
    120,945
    
    
    
    78,609Private equity investment
    
    
    536
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    1,148Total
    
    $
    121,481
    
    
    
    
    
    
    
    
    
    
    
    121,481
    
    
    
    79,757
  Loans Measured For Impairment
  Private Equity Investment
  3. Discontinued Operations
  11




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 4. Impairments, Restructuring Charges and Exit Activities
  EmployeeTerminationBenefits
    
    
    Contract
    
    
    TotalLiability
    
    
    Liability
    
    
    LiabilityBalance at January 1, 2007
    
    $
    
    
    
    
    
    
    
    
    Expense incurred
    
    
    2,317
    
    
    
    
    
    
    
    2,317Amount paid
    
    
    (1,923
    )
    
    
    
    
    
    
    (1,923
    )Balance at September 30, 2007
    
    $
    394
    
    
    
    
    
    
    
    394Balance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expense incurred
    
    
    2,191
    
    
    
    361
    
    
    
    2,552Amounts paid or amortized
    
    
    (1,697
    )
    
    
    (379
    )
    
    
    (2,076
    )Balance at September 30, 2008
    
    $
    596
    
    
    
    972
    
    
    
    1,568
     For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Impairment of real estate owned
    
    $
    1,002
    
    
    
    7,233
    
    
    
    1,052
    
    
    
    7,299Impairment of real estate
held for sale
    
    
    
    
    
    
    3,655
    
    
    
    383
    
    
    
    4,711Asset impairment
    
    
    435
    
    
    
    117
    
    
    
    3,500
    
    
    
    117Employee termination costs
    
    
    97
    
    
    
    
    
    
    
    2,178
    
    
    
    2,553Lease termination net gains
    
    
    (1,024
    )
    
    
    
    
    
    
    (971
    )
    
    
    Loss on branch sale
    
    
    12
    
    
    
    
    
    
    
    267
    
    
    
    Total
impairment, restructuring and exit activities
    
    $
    522
    
    
    
    11,005
    
    
    
    6,409
    
    
    
    14,680
 12




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  AmountAssets sold:Loans
    
    $
    6,470Property and equipment
    
    
    13,373Total assets sold
    
    
    19,843Liabilities transferred:Deposits
    
    
    (24,477
    )Other liabilities
    
    
    (346
    )Total liabilities transferred
    
    
    (24,823
    )Deposit premium
    
    
    654Transaction costs
    
    
    (165
    )Net cash outflows from sales of stores
    
    $
    (4,491
    )
  5. Securities Activities, Net
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Gain (loss) on sale of Stifel
common stock
    
    $
    22
    
    
    
    
    
    
    
    (933
    )
    
    
    Gain from sales of managed
investment funds
    
    
    
    
    
    
    2,098
    
    
    
    130
    
    
    
    7,064Gain (loss) on sale of agency
securities
    
    
    1
    
    
    
    (860
    )
    
    
    1,282
    
    
    
    (508
    )(Loss) on sale of municipal securities
    
    
    
    
    
    
    (930
    )
    
    
    
    
    
    
    (930
    )Gain from the sale of equity
securities
    
    
    
    
    
    
    2,403
    
    
    
    1,018
    
    
    
    2,403Gain from the sale of private
equity securities
    
    
    
    
    
    
    
    
    
    
    157
    
    
    
    481Realized gain (loss) on Stifel
warrants
    
    
    1,109
    
    
    
    (1,504
    )
    
    
    3,705
    
    
    
    3,065Securities activities, net
    
    $
    1,132
    
    
    
    1,207
    
    
    
    5,359
    
    
    
    11,575
 13




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 6. Loans Receivable
  September 30,
    
    
    December 31,2008
    
    
    2007Real estate loans:Residential
    
    $
    1,979,380
    
    
    
    2,155,752Builder land loans
    
    
    85,110
    
    
    
    149,564Land acquisition and development
    
    
    197,533
    
    
    
    202,177Land acquisition, development and
construction
    
    
    106,899
    
    
    
    151,321Construction and development
    
    
    265,364
    
    
    
    265,163Commercial
    
    
    673,830
    
    
    
    530,566Consumer  home equity
    
    
    710,834
    
    
    
    676,262Small business
    
    
    215,304
    
    
    
    211,797Other loans:Commercial business
    
    
    148,210
    
    
    
    131,044Small business  non-mortgage
    
    
    104,524
    
    
    
    105,867Consumer loans
    
    
    14,883
    
    
    
    15,667Deposit overdrafts
    
    
    10,274
    
    
    
    15,005Total gross loans
    
    
    4,512,145
    
    
    
    4,610,185Adjustments:Premiums, discounts and net
deferred fees
    
    
    2,826
    
    
    
    3,936Allowance for loan losses
    
    
    (114,137
    )
    
    
    (94,020
    )Loans receivable  net
    
    $
    4,400,834
    
    
    
    4,520,101Loans held for sale
    
    $
    4,264
    
    
    
    4,087
 Allowance for Loan Losses (in thousands):
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    106,126
    
    
    
    54,754
    
    
    
    94,020
    
    
    
    43,602Loans charged-off
    
    
    (23,487
    )
    
    
    (11,717
    )
    
    
    (102,135
    )
    
    
    (14,641
    )Recoveries of loans
previously charged-off
    
    
    284
    
    
    
    372
    
    
    
    903
    
    
    
    2,070Net (charge-offs)
    
    
    (23,203
    )
    
    
    (11,345
    )
    
    
    (101,232
    )
    
    
    (12,571
    )Provision for loan losses
    
    
    31,214
    
    
    
    48,949
    
    
    
    121,349
    
    
    
    61,327Balance, end of period
    
    $
    114,137
    
    
    
    92,358
    
    
    
    114,137
    
    
    
    92,358
  September 30, 2008
    
    
    December 31, 2007Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    65,980
    
    
    
    19,308
    
    
    
    113,955
    
    
    
    17,809Impaired loans without
specific valuation allowances
    
    
    114,773
    
    
    
    
    
    
    
    67,124
    
    
    
    Total
    
    $
    180,753
    
    
    
    19,308
    
    
    
    181,079
    
    
    
    17,809
 14




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  7 Land and Facilities Held For Sale
  September 30,
    
    
    December 31,2008
    
    
    2007Land and facilities held for sale
    
    $
    10,924
    
    
    
    13,704
  8. Income Taxes
  9. Goodwill
   15




---



##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 10. Related Parties
     For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Non-interest income:Other  office facilities
    
    $
    138
    
    
    
    55
    
    
    
    315
    
    
    
    187Non-interest expense:Employee compensation benefits
    
    
    (15
    )
    
    
    (54
    )
    
    
    (103
    )
    
    
    (159
    )Other  back-office support
    
    
    (405
    )
    
    
    (327
    )
    
    
    (1,180
    )
    
    
    (1,078
    )Net effect of affiliate
transactions
before income taxes
    
    $
    (282
    )
    
    
    (326
    )
    
    
    (968
    )
    
    
    (1,050
    )
   Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    53,789
    
    
    $
    48.46Options nonvested
    
    
    13,610
    
    
    $
    92.85
  16




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  11. Segment Reporting
   Reportable
Segment
    

Operating
Segments AggregatedBankAtlantic
    
    Banking operations.Parent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities.
  17




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Three Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2008Net interest income
(expense)
    
    $
    51,195
    
    
    
    (4,778
    )
    
    
    
    
    
    
    46,417Provision for loan losses
    
    
    (22,924
    )
    
    
    (8,290
    )
    
    
    
    
    
    
    (31,214
    )Non-interest income
    
    
    33,918
    
    
    
    1,476
    
    
    
    (198
    )
    
    
    35,196Non-interest expense
    
    
    (66,806
    )
    
    
    (2,042
    )
    
    
    198
    
    
    
    (68,650
    )Segment losses before
income taxes
    
    
    (4,617
    )
    
    
    (13,634
    )
    
    
    
    
    
    
    (18,251
    )Benefit for income taxes
    
    
    2,525
    
    
    
    4,744
    
    
    
    
    
    
    
    7,269Segment net loss
    
    $
    (2,092
    )
    
    
    (8,890
    )
    
    
    
    
    
    
    (10,982
    )Total assets
    
    $
    6,112,979
    
    
    
    699,326
    
    
    
    (584,421
    )
    
    
    6,227,8842007Net interest income
(expense)
    
    $
    49,235
    
    
    
    (5,476
    )
    
    
    
    
    
    
    43,759Provision for loan losses
    
    
    (48,949
    )
    
    
    
    
    
    
    
    
    
    
    (48,949
    )Non-interest income
    
    
    35,861
    
    
    
    972
    
    
    
    (211
    )
    
    
    36,622Non-interest expense
    
    
    (81,495
    )
    
    
    (395
    )
    
    
    211
    
    
    
    (81,679
    )Segment losses
before income taxes
    
    
    (45,348
    )
    
    
    (4,899
    )
    
    
    
    
    
    
    (50,247
    )Benefit for income taxes
    
    
    18,236
    
    
    
    2,401
    
    
    
    
    
    
    
    20,637Segment net loss
    
    $
    (27,112
    )
    
    
    (2,498
    )
    
    
    
    
    
    
    (29,610
    )Total assets
    
    $
    6,274,102
    
    
    
    769,691
    
    
    
    (558,200
    )
    
    
    6,485,593
 18




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentFor the Nine Months Ended:
    
    BankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2008Net interest income
(expense)
    
    $
    149,123
    
    
    
    (14,474
    )
    
    
    
    
    
    
    134,649Provision for loan losses
    
    
    (103,613
    )
    
    
    (17,736
    )
    
    
    
    
    
    
    (121,349
    )Non-interest income
    
    
    106,198
    
    
    
    4,243
    
    
    
    (730
    )
    
    
    109,711Non-interest expense
    
    
    (207,768
    )
    
    
    (5,384
    )
    
    
    730
    
    
    
    (212,422
    )Segment losses before
income taxes
    
    
    (56,060
    )
    
    
    (33,351
    )
    
    
    
    
    
    
    (89,411
    )Benefit for income taxes
    
    
    22,928
    
    
    
    11,574
    
    
    
    
    
    
    
    34,502Segment net loss
    
    $
    (33,132
    )
    
    
    (21,777
    )
    
    
    
    
    
    
    (54,909
    )2007Net interest income
(expense)
    
    $
    152,219
    
    
    
    (15,261
    )
    
    
    
    
    
    
    136,958Provision for loan losses
    
    
    (61,327
    )
    
    
    
    
    
    
    
    
    
    
    (61,327
    )Non-interest income
    
    
    107,594
    
    
    
    11,931
    
    
    
    (667
    )
    
    
    118,858Non-interest expense
    
    
    (231,789
    )
    
    
    (3,227
    )
    
    
    667
    
    
    
    (234,349
    )Segment losses
before income taxes
    
    
    (33,303
    )
    
    
    (6,557
    )
    
    
    
    
    
    
    (39,860
    )Benefit for income taxes
    
    
    17,235
    
    
    
    2,539
    
    
    
    
    
    
    
    19,774Segment net loss
    
    $
    (16,068
    )
    
    
    (4,018
    )
    
    
    
    
    
    
    (20,086
    )
 12. Financial Instruments with Off-balance Sheet Risk
  September 30,
    
    
    December 31,2008
    
    
    2007Commitments to sell fixed rate residential loans
    
    $
    16,761
    
    
    
    21,029Commitments to sell variable rate residential loans
    
    
    289
    
    
    
    1,518Commitments to purchase variable rate residential
loans
    
    
    
    
    
    
    39,921Commitments to purchase fixed rate residential loans
    
    
    
    
    
    
    21,189Commitments to originate loans held for sale
    
    
    12,786
    
    
    
    18,344Commitments to originate loans held to maturity
    
    
    33,531
    
    
    
    158,589Commitments to extend credit, including the
undisbursed portion of loans in process
    
    
    701,423
    
    
    
    992,838Standby letters of credit
    
    
    19,357
    
    
    
    41,151Commercial lines of credit
    
    
    72,458
    
    
    
    96,786
  19




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 13. Earnings per Share
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Basic loss per share:Numerator:Loss from continuing operations
    
    $
    (10,982
    )
    
    
    (29,610
    )
    
    
    (54,909
    )
    
    
    (20,086
    )Discontinued operations
    
    
    4,919
    
    
    
    
    
    
    
    6,040
    
    
    
    7,812Net loss
    
    $
    (6,063
    )
    
    
    (29,610
    )
    
    
    (48,869
    )
    
    
    (12,274
    )Denominator:Basic weighted average number
of common shares outstanding
    
    
    11,228,081
    
    
    
    11,366,465
    
    
    
    11,223,628
    
    
    
    11,774,340Basic loss per share from:Continuing operations
    
    $
    (0.98
    )
    
    
    (2.61
    )
    
    
    (4.89
    )
    
    
    (1.71
    )Discontinued operations
    
    
    0.44
    
    
    
    
    
    
    
    0.54
    
    
    
    0.67Basic loss per share
    
    $
    (0.54
    )
    
    
    (2.61
    )
    
    
    (4.35
    )
    
    
    (1.04
    )Diluted loss per shareNumerator:Loss from continuing operations
    
    $
    (10,982
    )
    
    
    (29,610
    )
    
    
    (54,909
    )
    
    
    (20,086
    )Discontinued operations
    
    
    4,919
    
    
    
    
    
    
    
    6,040
    
    
    
    7,812Net loss
    
    $
    (6,063
    )
    
    
    (29,610
    )
    
    
    (48,869
    )
    
    
    (12,274
    )Denominator:Basic weighted average number
of common shares outstanding
    
    
    11,228,081
    
    
    
    11,366,465
    
    
    
    11,223,628
    
    
    
    11,774,340Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted average shares
outstanding
    
    
    11,228,081
    
    
    
    11,366,465
    
    
    
    11,223,628
    
    
    
    11,774,340Diluted loss per share from:Continuing operations
    
    $
    (0.98
    )
    
    
    (2.61
    )
    
    
    (4.89
    )
    
    
    (1.71
    )Discontinued operations
    
    
    0.44
    
    
    
    
    
    
    
    0.54
    
    
    
    0.67Diluted loss per share
    
    $
    (0.54
    )
    
    
    (2.61
    )
    
    
    (4.35
    )
    
    
    (1.04
    )Cash dividends per share:Class A share
    
    $
    0.025
    
    
    
    0.206
    
    
    
    0.075
    
    
    
    0.618Class B share
    
    $
    0.025
    
    
    
    0.206
    
    
    
    0.075
    
    
    
    0.618
  14. New Accounting Pronouncements
 Business Combinations
 20




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Noncontrolling Interests in Consolidated
Financial StatementsAn Amendment of ARB No. 51
 Disclosures about Derivative
Instruments and Hedging Activities
     
 Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  21




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Critical Accounting Policies
  Accounting for Deferred Tax Asset Valuation Allowance
 
 22




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
   Consolidated Results of Operations
  For the Three Months EndedSeptember 30,(in thousands)
    
    2008
    
    
    2007
    
    
    ChangeBankAtlantic
    
    $
    (2,092
    )
    
    
    (27,112
    )
    
    
    25,020Parent Company
    
    
    (8,890
    )
    
    
    (2,498
    )
    
    
    (6,392
    )Segment loss
    
    $
    (10,982
    )
    
    
    (29,610
    )
    
    
    18,628
 For the Three Months Ended September 30, 2008 Compared to the Same 2007 Period:
   23




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Nine Months EndedSeptember 30,(in thousands)
    
    2008
    
    
    2007
    
    
    ChangeBankAtlantic
    
    $
    (33,132
    )
    
    
    (16,068
    )
    
    
    (17,064
    )Parent Company
    
    
    (21,777
    )
    
    
    (4,018
    )
    
    
    (17,759
    )Segment loss
    
    $
    (54,909
    )
    
    
    (20,086
    )
    
    
    (34,823
    )
 For the Nine Months Ended September 30, 2008 Compared to the Same 2007 Period:
   24




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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, 2008
    
    
    September 30, 2007Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    
    
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    
    
    
    
    Rate(in thousands)Total loans
    
    $
    4,451,976
    
    
    
    60,785
    
    
    
    5.46
    
    
    $
    4,693,078
    
    
    
    80,082
    
    
    
    
    
    
    
    6.83Investments  tax exempt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    390,906
    
    
    
    5,765
    
    
    
    (1
    )
    
    
    5.90Investments  taxable
    
    
    1,318,289
    
    
    
    20,159
    
    
    
    6.12
    
    
    
    666,208
    
    
    
    10,580
    
    
    
    
    
    
    
    6.35Total interest earning assets
    
    
    5,770,265
    
    
    
    80,944
    
    
    
    5.61
    %
    
    
    5,750,192
    
    
    
    96,427
    
    
    
    
    
    
    
    6.71
    %Goodwill and core deposit intangibles
    
    
    75,029
    
    
    
    
    
    
    
    
    
    
    
    76,419Other non-interest earning assets
    
    
    417,035
    
    
    
    
    
    
    
    
    
    
    
    444,357Total Assets
    
    $
    6,262,329
    
    
    
    
    
    
    
    
    
    
    $
    6,270,968Deposits:Savings
    
    $
    471,270
    
    
    
    963
    
    
    
    0.81
    %
    
    $
    611,862
    
    
    
    3,642
    
    
    
    
    
    
    
    2.36
    %NOW
    
    
    955,392
    
    
    
    2,256
    
    
    
    0.94
    
    
    
    792,462
    
    
    
    2,356
    
    
    
    
    
    
    
    1.18Money market
    
    
    557,343
    
    
    
    2,089
    
    
    
    1.49
    
    
    
    660,925
    
    
    
    4,881
    
    
    
    
    
    
    
    2.93Certificates of deposit
    
    
    1,138,615
    
    
    
    10,244
    
    
    
    3.58
    
    
    
    996,415
    
    
    
    11,679
    
    
    
    
    
    
    
    4.65Total interest bearing deposits
    
    
    3,122,620
    
    
    
    15,552
    
    
    
    1.98
    
    
    
    3,061,664
    
    
    
    22,558
    
    
    
    
    
    
    
    2.92Short-term borrowed funds
    
    
    92,319
    
    
    
    378
    
    
    
    1.63
    
    
    
    229,366
    
    
    
    2,997
    
    
    
    
    
    
    
    5.19Advances from FHLB
    
    
    1,598,111
    
    
    
    13,401
    
    
    
    3.34
    
    
    
    1,398,245
    
    
    
    18,987
    
    
    
    
    
    
    
    5.39Long-term debt
    
    
    26,088
    
    
    
    418
    
    
    
    6.37
    
    
    
    29,106
    
    
    
    632
    
    
    
    
    
    
    
    8.61Total interest bearing liabilities
    
    
    4,839,138
    
    
    
    29,749
    
    
    
    2.45
    
    
    
    4,718,381
    
    
    
    45,174
    
    
    
    
    
    
    
    3.80Demand deposits
    
    
    812,402
    
    
    
    
    
    
    
    
    
    
    
    922,452Non-interest bearing other liabilities
    
    
    53,279
    
    
    
    
    
    
    
    
    
    
    
    54,210Total Liabilities
    
    
    5,704,819
    
    
    
    
    
    
    
    
    
    
    
    5,695,043Stockholders equity
    
    
    557,510
    
    
    
    
    
    
    
    
    
    
    
    575,925Total liabilities and stockholders
equity
    
    $
    6,262,329
    
    
    
    
    
    
    
    
    
    
    $
    6,270,968Net tax equivalent interest income/
net interest spread
    
    
    
    
    
    $
    51,195
    
    
    
    3.16
    %
    
    
    
    
    
    $
    51,253
    
    
    
    
    
    
    
    2.91
    %Tax equivalent adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,018
    )Net interest income
    
    
    
    
    
    $
    51,195
    
    
    
    
    
    
    
    
    
    
    $
    49,235MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.61
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.71
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.05
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.12Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.56
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.59
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 25




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 For the Three Months Ended September 30, 2008 Compared to the Same 2007 Period:
    26




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Average Balance Sheet - Yield / Rate AnalysisFor the Nine Months EndedSeptember 30, 2008
    
    
    September 30, 2007Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    
    
    
    
    Yield/(in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    
    
    
    
    RateTotal loans
    
    $
    4,519,948
    
    
    
    190,387
    
    
    
    5.62
    
    
    $
    4,673,985
    
    
    
    239,583
    
    
    
    
    
    
    
    6.83Investments  tax exempt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    395,218
    
    
    
    17,412
    
    
    
    (1
    )
    
    
    5.87Investments  taxable
    
    
    1,150,224
    
    
    
    51,996
    
    
    
    6.03
    
    
    
    633,499
    
    
    
    29,782
    
    
    
    
    
    
    
    6.27Total interest earning assets
    
    
    5,670,172
    
    
    
    242,383
    
    
    
    5.70
    %
    
    
    5,702,702
    
    
    
    286,777
    
    
    
    
    
    
    
    6.71Goodwill and core deposit intangibles
    
    
    75,381
    
    
    
    
    
    
    
    
    
    
    
    76,778Other non-interest earning assets
    
    
    422,172
    
    
    
    
    
    
    
    
    
    
    
    435,863Total Assets
    
    $
    6,167,725
    
    
    
    
    
    
    
    
    
    
    $
    6,215,343Deposits:Savings
    
    $
    529,723
    
    
    
    4,265
    
    
    
    1.08
    %
    
    $
    582,714
    
    
    
    9,613
    
    
    
    
    
    
    
    2.21NOW
    
    
    941,297
    
    
    
    6,837
    
    
    
    0.97
    
    
    
    781,911
    
    
    
    5,616
    
    
    
    
    
    
    
    0.96Money market
    
    
    594,338
    
    
    
    7,674
    
    
    
    1.72
    
    
    
    662,990
    
    
    
    13,608
    
    
    
    
    
    
    
    2.74Certificates of deposit
    
    
    1,016,390
    
    
    
    29,877
    
    
    
    3.93
    
    
    
    983,990
    
    
    
    34,196
    
    
    
    
    
    
    
    4.65Total interest bearing deposits
    
    
    3,081,748
    
    
    
    48,653
    
    
    
    2.11
    
    
    
    3,011,605
    
    
    
    63,033
    
    
    
    
    
    
    
    2.80Short-term borrowed funds
    
    
    142,181
    
    
    
    2,491
    
    
    
    2.34
    
    
    
    196,953
    
    
    
    7,722
    
    
    
    
    
    
    
    5.24Advances from FHLB
    
    
    1,471,029
    
    
    
    40,780
    
    
    
    3.70
    
    
    
    1,382,768
    
    
    
    55,813
    
    
    
    
    
    
    
    5.40Long-term debt
    
    
    26,272
    
    
    
    1,336
    
    
    
    6.79
    
    
    
    29,369
    
    
    
    1,896
    
    
    
    
    
    
    
    8.64Total interest bearing liabilities
    
    
    4,721,230
    
    
    
    93,260
    
    
    
    2.64
    
    
    
    4,620,695
    
    
    
    128,464
    
    
    
    
    
    
    
    3.72Demand deposits
    
    
    848,558
    
    
    
    
    
    
    
    
    
    
    
    966,898Non-interest bearing other liabilities
    
    
    49,308
    
    
    
    
    
    
    
    
    
    
    
    53,738Total Liabilities
    
    
    5,619,096
    
    
    
    
    
    
    
    
    
    
    
    5,641,331Stockholders equity
    
    
    548,629
    
    
    
    
    
    
    
    
    
    
    
    574,012Total liabilities and stockholders
equity
    
    $
    6,167,725
    
    
    
    
    
    
    
    
    
    
    $
    6,215,343Net interest income/net
interest spread
    
    
    
    
    
    $
    149,123
    
    
    
    3.06
    %
    
    
    
    
    
    $
    158,313
    
    
    
    
    
    
    
    2.99Tax equivalent adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,094
    )Net interest income
    
    
    
    
    
    $
    149,123
    
    
    
    
    
    
    
    
    
    
    $
    152,219MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.70
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.71Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.01Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.50
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.70
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. For the Nine Months Ended September 30, 2008 Compared to the Same 2007 Period:
  27




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 Asset Quality
  September 30,
    
    
    December 31,2008
    
    
    2007NONPERFORMING ASSETSNonaccrual:Tax certificates
    
    $
    2,317
    
    
    
    2,094Loans (1)
    
    
    89,742
    
    
    
    178,591Total nonaccrual
    
    
    92,059
    
    
    
    180,685Repossessed assets:Real estate owned
    
    
    20,054
    
    
    
    17,216Total nonperforming assets
    
    $
    112,113
    
    
    
    197,901AllowancesAllowance for loan losses
    
    $
    106,435
    
    
    
    94,020Allowance for tax certificate losses
    
    
    5,515
    
    
    
    3,289Total allowances
    
    $
    111,950
    
    
    
    97,309PROBLEM LOANSContractually past due 90 days or
more
    
    
    5,399
    
    
    
    Restructured loans
    
    
    3,552
    
    
    
    2,488TOTAL PROBLEM LOANS
    
    $
    8,951
    
    
    
    2,488
 
 (1)
    
    Excluded from the above table at September 30, 2008 were $82.1
million of non-performing loans previously owned by BankAtlantic and
transferred to the asset work-out subsidiary of the Parent Company in
March 2008.  NetBalance
    
    
    Additional
    
    
    
    
    
    
    Transfers
    
    
    Parent
    
    
    BalanceDecember 31,
    
    
    Non-accrual
    
    
    Charge-
    
    
    to
    
    
    Company
    
    
    September 30,(in thousands)
    
    2007
    
    
    Loans (1)
    
    
    offs
    
    
    REO
    
    
    Transfer
    
    
    2008Residential
    
    $
    8,678
    
    
    
    21,612
    
    
    
    (2,728
    )
    
    
    (4,017
    )
    
    
    
    
    
    
    23,545Commercial
    
    
    165,818
    
    
    
    54,052
    
    
    
    (60,057
    )
    
    
    (1,900
    )
    
    
    (101,494
    )
    
    
    56,419Small business
    
    
    877
    
    
    
    6,315
    
    
    
    (3,131
    )
    
    
    (150
    )
    
    
    
    
    
    
    3,911Consumer home equity
    
    
    3,218
    
    
    
    22,394
    
    
    
    (19,745
    )
    
    
    
    
    
    
    
    
    
    
    5,867Total non-accrual
loans
    
    $
    178,591
    
    
    
    104,373
    
    
    
    (85,661
    )
    
    
    (6,067
    )
    
    
    (101,494
    )
    
    
    89,742
 
 (1)
    
    Amounts for net additional non-accrual loans reflect loan repayments and loan sales of
non-accrual loans.    28




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
        Allowance for Loan Losses
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Balance, beginning of
period
    
    $
    98,424
    
    
    
    54,754
    
    
    
    94,020
    
    
    
    43,602Charge-offsResidential
    
    
    (1,077
    )
    
    
    (3
    )
    
    
    (2,728
    )
    
    
    (206
    )Commercial
    
    
    (4,965
    )
    
    
    (9,444
    )
    
    
    (60,057
    )
    
    
    (9,444
    )Consumer home equity
    
    
    (7,684
    )
    
    
    (1,689
    )
    
    
    (19,745
    )
    
    
    (2,971
    )Small business
    
    
    (1,471
    )
    
    
    (581
    )
    
    
    (3,131
    )
    
    
    (2,020
    )Total charge-offs
    
    
    (15,197
    )
    
    
    (11,717
    )
    
    
    (85,661
    )
    
    
    (14,641
    )Recoveries of loans
previously charged-off
    
    
    284
    
    
    
    372
    
    
    
    903
    
    
    
    2,070Net charge-offs
    
    
    (14,913
    )
    
    
    (11,345
    )
    
    
    (84,758
    )
    
    
    (12,571
    )Transfer of specific
reserves to Parent Company
    
    
    
    
    
    
    
    
    
    
    (6,440
    )
    
    
    Provision for loan losses
    
    
    22,924
    
    
    
    48,949
    
    
    
    103,613
    
    
    
    61,327Balance, end of period
    
    $
    106,435
    
    
    
    92,358
    
    
    
    106,435
    
    
    
    92,358
 29




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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,(in thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Builder land bank loans
    
    $
    
    
    
    
    9,444
    
    
    
    32,877
    
    
    
    9,444Land acquisition and development
loans
    
    
    
    
    
    
    
    
    
    
    2,756
    
    
    
    Land acquisition, development and
construction loans
    
    
    
    
    
    
    
    
    
    
    19,459
    
    
    
    Total commercial charge-offs
    
    $
    
    
    
    
    9,444
    
    
    
    55,092
    
    
    
    9,444
   Number of(dollars in thousands)
    
    Loans
    
    
    AmountBuilder land bank loans
    
    
    7
    
    
    $
    63,091Land acquisition and development loans
    
    
    26
    
    
    
    178,076Land acquisition, development and
construction loans
    
    
    15
    
    
    
    77,736Total commercial residential loans (1)
    
    
    48
    
    
    $
    318,903
 
 (1)
    
    Excluded from the above table were $70.6 million of net
commercial residential real estate loans held by a subsidiary of the
Parent Company.  30




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantics Non-Interest Income
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeService charges on deposits
    
    $
    23,924
    
    
    
    25,894
    
    
    
    (1,970
    )
    
    
    72,404
    
    
    
    76,297
    
    
    
    (3,893
    )Other service charges and
fees
    
    
    7,309
    
    
    
    7,222
    
    
    
    87
    
    
    
    21,863
    
    
    
    21,779
    
    
    
    84Securities activities, net
    
    
    1
    
    
    
    613
    
    
    
    (612
    )
    
    
    2,302
    
    
    
    1,446
    
    
    
    856Income from unconsolidated
subsidiaries
    
    
    122
    
    
    
    182
    
    
    
    (60
    )
    
    
    1,382
    
    
    
    1,056
    
    
    
    326Other
    
    
    2,562
    
    
    
    1,950
    
    
    
    612
    
    
    
    8,248
    
    
    
    7,014
    
    
    
    1,234Non-interest income
    
    $
    33,918
    
    
    
    35,861
    
    
    
    (1,943
    )
    
    
    106,199
    
    
    
    107,592
    
    
    
    (1,393
    )
       31




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 BankAtlantics Non-Interest Expense
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeEmployee compensation and benefits
    
    $
    30,353
    
    
    
    34,244
    
    
    
    (3,891
    )
    
    
    96,714
    
    
    
    111,536
    
    
    
    (14,822
    )Occupancy and equipment
    
    
    15,993
    
    
    
    16,951
    
    
    
    (958
    )
    
    
    48,547
    
    
    
    48,816
    
    
    
    (269
    )Advertising and business promotion
    
    
    3,388
    
    
    
    4,221
    
    
    
    (833
    )
    
    
    11,813
    
    
    
    14,088
    
    
    
    (2,275
    )Check losses
    
    
    2,094
    
    
    
    3,341
    
    
    
    (1,247
    )
    
    
    6,913
    
    
    
    7,929
    
    
    
    (1,016
    )Professional fees
    
    
    2,696
    
    
    
    2,444
    
    
    
    252
    
    
    
    6,960
    
    
    
    5,297
    
    
    
    1,663Supplies and postage
    
    
    1,076
    
    
    
    1,158
    
    
    
    (82
    )
    
    
    3,360
    
    
    
    4,637
    
    
    
    (1,277
    )Telecommunication
    
    
    748
    
    
    
    1,283
    
    
    
    (535
    )
    
    
    3,570
    
    
    
    4,210
    
    
    
    (640
    )Restructuring charges, impairments
and exit activities
    
    
    522
    
    
    
    11,005
    
    
    
    (10,483
    )
    
    
    6,409
    
    
    
    14,680
    
    
    
    (8,271
    )Other
    
    
    9,936
    
    
    
    6,848
    
    
    
    3,088
    
    
    
    23,483
    
    
    
    20,594
    
    
    
    2,889Total non-interest expense
    
    $
    66,806
    
    
    
    81,495
    
    
    
    (14,689
    )
    
    
    207,769
    
    
    
    231,787
    
    
    
    (24,018
    )
        32




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
    Parent Company Results of Operations
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeNet interest expense
    
    $
    (4,778
    )
    
    
    (5,476
    )
    
    
    698
    
    
    
    (14,476
    )
    
    
    (15,261
    )
    
    
    785Provision for loan losses
    
    
    (8,290
    )
    
    
    
    
    
    
    (8,290
    )
    
    
    (17,736
    )
    
    
    
    
    
    
    (17,736
    )Non-interest income
    
    
    1,476
    
    
    
    917
    
    
    
    559
    
    
    
    4,244
    
    
    
    11,825
    
    
    
    (7,581
    )Non-interest expense
    
    
    (2,042
    )
    
    
    (340
    )
    
    
    (1,702
    )
    
    
    (5,383
    )
    
    
    (3,121
    )
    
    
    (2,262
    )Loss before income taxes
    
    
    (13,634
    )
    
    
    (4,899
    )
    
    
    (8,735
    )
    
    
    (33,351
    )
    
    
    (6,557
    )
    
    
    (26,794
    )Benefit for income taxes
    
    
    (4,744
    )
    
    
    (2,401
    )
    
    
    (2,343
    )
    
    
    (11,574
    )
    
    
    (2,539
    )
    
    
    (9,035
    )Parent Company loss
    
    $
    (8,890
    )
    
    
    (2,498
    )
    
    
    (6,392
    )
    
    
    (21,777
    )
    
    
    (4,018
    )
    
    
    (17,759
    )
    33




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##### Table of Contents



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




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  September 30,(in thousands)
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    22,019Land acquisition and development
    
    
    19,458Land acquisition, development and
construction
    
    
    29,162Total commercial residential real estate
    
    
    70,639Commercial non-residential real estate
    
    
    11,420Total non-accrual loans
    
    
    82,059Allowance for loan losses  specific reserves
    
    
    (7,702
    )Non-accrual loans, net
    
    $
    74,357
   BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents was primarily due to $82.5 million of higher
federal funds sold and $28.6 million of additional cash on hand;
    
    Decrease in securities available for sale and other financial instruments reflecting
the sale of Stifel common stock, the sale of Stifel warrants, the liquidation of managed
fund equity investments held by the Parent Company and principal repayments on agency
securities;
    
    Decrease in investment securities at cost resulting from the sale of Stifel common
stock and certain private equity investments;
    
    Increase in tax certificate balances primarily due to the acquisition of $225 million
of tax certificates in Florida during the 2008 second quarter;
    
    Higher investment in FHLB stock related to increases in FHLB borrowings;
    
    Decrease in loans receivable balances associated with lower purchased residential
loan balances and declining commercial residential loan balances, partially offset by
increased commercial non-residential and home equity loan balances;
    
    Lower real estate held for development and sale balances associated with impairments
and the sale of inventory of homes at a real estate development;
    
    Decrease in assets held for sale due to property sales and $1.4 million of
impairments recognized during the 2008 second quarter.
    
    Decrease in office properties and equipment due to the completion of the sale of the
Central Florida stores to an unrelated financial institution during the 2008 second
quarter;
    
    Increase in deferred tax assets primarily resulting from the operating losses during
the nine months ended September 30, 2008 and lower securities available for sale
unrealized gains; and
    
    Decline in other assets reflecting the receipt of income tax refunds associated with
the carryback of taxable losses for the year ended December 31, 2007.
 35




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  
    
    Lower non-interest-bearing deposit balances primarily due to the migration of
customer accounts to interest-paying NOW accounts as BankAtlantic offered high yield
checking accounts in response to the competitive deposit pricing environment;
    
    Interest bearing deposits declined slightly primarily due to significant declines in
money market and savings accounts partially offset by increased NOW and certificate
account balances.
    
    Higher certificate account balances primarily resulted from certificate promotions
during 2008;
    
    Increase in FHLB borrowings in order to maintain higher cash balances associated with
daily cash management activities ;
    
    Lower short term borrowings reflecting a decline in earning assets; and
    
    Decrease in other liabilities primarily resulting from $18.9 million of securities
purchased in December 2007 pending settlement in January 2008 partially offset by higher
loan receivable escrow balances.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
    36




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  As of September 30, 2008Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    41,031
    
    
    
    
    
    
    
    
    
    
    
    41,031Equity securities
    
    
    5,010
    
    
    
    
    
    
    
    1,318
    
    
    
    3,692Private investment
securities
    
    
    2,036
    
    
    
    776
    
    
    
    
    
    
    
    2,812Total
    
    $
    48,077
    
    
    
    776
    
    
    
    1,318
    
    
    
    47,535
    BankAtlantic Liquidity and Capital Resources
   37




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BankAtlantic Bancorp, Inc. and Subsidiaries
        38




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
  Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt September 30, 2008:Total risk-based capital
    
    $
    485,983
    
    
    
    11.75
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    411,665
    
    
    
    9.95
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    411,665
    
    
    
    6.89
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    411,665
    
    
    
    6.89
    
    
    
    4.00
    
    
    
    5.00At December 31, 2007:Total risk-based capital
    
    $
    495,668
    
    
    
    11.63
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    420,063
    
    
    
    9.85
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    420,063
    
    
    
    6.94
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    420,063
    
    
    
    6.94
    
    
    
    4.00
    
    
    
    5.00
  Off Balance Sheet Arrangements  Contractual Obligations as of September 30, 2008 (in thousands):
 Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    1,235,936
    
    
    
    1,117,952
    
    
    
    77,420
    
    
    
    40,564
    
    
    
    Long-term debt
    
    
    320,293
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    298,293Advances from FHLB (1)
    
    
    1,468,000
    
    
    
    910,000
    
    
    
    558,000
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    44,388
    
    
    
    2,248
    
    
    
    5,591
    
    
    
    3,563
    
    
    
    32,986Operating lease obligations held for use
    
    
    70,050
    
    
    
    7,796
    
    
    
    17,037
    
    
    
    7,483
    
    
    
    37,734Pension obligation
    
    
    15,041
    
    
    
    983
    
    
    
    2,588
    
    
    
    2,873
    
    
    
    8,597Other obligations
    
    
    19,850
    
    
    
    2,750
    
    
    
    5,900
    
    
    
    6,400
    
    
    
    4,800Total contractual cash obligations
    
    $
    3,173,558
    
    
    
    2,041,729
    
    
    
    666,536
    
    
    
    82,883
    
    
    
    382,410
 
 (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
   39




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  Albert R. Feldman, Derivatively on behalf of Nominal Defendant BankAtlantic Bancorp, Inc. v.
Alan B. Levan, et al. , Case No. 08-46795 (07) (17th Judicial Circuit, Broward County, Florida)
  
 Item 1A. Risk Factors.
 The
trading price of our common stock, which has substantially declined
over the last year, may negatively impact us.
  40




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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 There can be no assurance that recently enacted legislation will stabilize the U.S. financial
system.
   The impact on us of recently enacted legislation, in particular the Emergency Economic
Stabilization Act of 2008 and its implementing regulations, and actions by the FDIC, cannot be
predicted at this time.
  
 Item 6.
    
    Exhibits
 Exhibit 10.1
    
    BankAtlantic Bancorp 2005 Restricted Stock and Option Plan as
amended on September 26, 2008Exhibit 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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##### Table of Contents



BankAtlantic Bancorp, Inc. and Subsidiaries
 
 Signatures
  BANKATLANTIC BANCORP, INC.November 10, 2008
    By:
    /s/ Alan B. LevanDate:
    
    Alan B. LevanChief Executive Officer/
Chairman of the Board November 10, 2008
    By:
    /s/ Valerie C. ToalsonDate:
    
    Valerie C. ToalsonExecutive Vice President,
Chief Financial Officer 42