##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Year Ended December 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number  34-027228
 BankAtlantic Bancorp, Inc.
  Florida
    
    65-0507804(State or other jurisdiction of incorporation 
or organization)
    
    (I.R.S. Employer
Identification No.)2100 West Cypress Creek RoadFt. Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-5000
  SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 Name of Each Exchange on Which Registered
 New York Stock Exchange
 Title of Each Class
 Class A Common Stock, Par Value $0.01 Per Share
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



PagePART IITEM I.
    

BUSINESS
    
    
    1ITEM 1A.
    

RISK FACTORS
    
    
    19ITEM 1B.
    

UNRESOLVED STAFF COMMENTS
    
    
    28ITEM 2.
    

PROPERTIES
    
    
    29ITEM 3.
    

LEGAL PROCEEDINGS
    
    
    31ITEM 4.
    

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    33PART IIITEM 5.
    

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    34ITEM 6.
    

SELECTED CONSOLIDATED FINANCIAL DATA
    
    
    38ITEM 7.
    

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
    
    
    41ITEM 7A.
    

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    80ITEM 8.
    

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAEX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I
 
 ITEM I. BUSINESS
  The Company
  www.bankatlanticbancorp.com
  1




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##### Table of Contents



BankAtlantic
   
    
    attracting checking and savings deposits from individuals and business customers,
    
    originating commercial real estate, middle market, consumer and small business
loans,
    
    purchasing wholesale residential loans, and
    
    investing in mortgage-backed securities, tax certificates and other securities.
 BankAtlantics business strategy
  
    
    Continuing the Banks Floridas Most Convenient Bank Initiative.
BankAtlantic began its Floridas Most Convenient Bank initiative in 2002, when
it introduced seven-day banking in Florida. This banking initiative resulted in a
significant increase in core deposits (demand deposit accounts, NOW checking
accounts and savings accounts). BankAtlantics core deposits increased from
approximately $600 million as of December 31, 2001 to $2.2 billion as of December
31, 2008. We believe the competitive market for deposits, the impact of the
recession on our customers as well as reduced confidence in the banking system
negatively impacted the growth of core deposits, which at December 31, 2008
declined by $151.0 million or 7% from December 31, 2007. While we believe that
the decrease is a reflection of what is happening in the market generally, we are
implementing strategies which we believe will enhance customer loyalty with our
current customers and attract new customers in an effort to increase our core
deposit balances.
    
    Maintaining and Strengthening our Capital Position.BankAtlantic exceeded all
applicable regulatory capital requirements and was considered a well capitalized
financial institution at December 31, 2008. See Regulation and Supervision 
Capital Requirements for an explanation of capital standards. Management has
implemented initiatives with a view to preserving capital in response to the
current recessionary economic environment. These initiatives include reducing
assets as a result of loan and securities repayments in the ordinary course,
eliminating cash dividends to the Parent Company, consolidating back-office
facilities, decreasing store and call center hours, reducing staffing levels and
marketing expenses, selling its central Florida stores, delaying its retail
network expansion, and pursuing efforts to improve other operational
efficiencies.
    
    Managing Credit Risk.BankAtlantic believes that its underwriting policies and
procedures are structured to enable it to offer products and services to its
customers while minimizing its exposure to credit risk. However, the economic
recession and the substantial decline in real estate values throughout the United
States, and particularly in Florida, have had an adverse impact on the credit
quality of our loan portfolio. In response, BankAtlantic has attempted to address
credit risk through steps which include:
 o
    
    Specifically monitored certain commercial and
residential land acquisition, development and construction loans and
related collateral;
 2




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##### Table of Contents



o
    
    Focused efforts and enhanced staffing relating to
loan work-outs and collection processes;o
    
    Suspended the origination of land and residential
acquisition, development and construction loans;o
    
    Transferred $101.5 million of non-performing
commercial real estate loans to the Parent Company in March 2008;o
    
    Substantially reduced home equity loan originations
based on the implementation of new underwriting requirements;o
    
    Terminated certain home equity loan unused lines of
credit based on declines in borrower credit scores or the value of loan
collateral; ando
    
    Increased the frequency of targeted loan reviews.
 
    
    Reducing Operating Expenses. Management continued initiatives to decrease
operating expenses during 2008, including lowering advertising and marketing
expenditures, exiting the Orlando market, reducing store hours, shortening call
center hours, reducing staffing levels, renegotiating vendor contracts,
outsourcing certain back-office functions, and consolidating back-office
operations. During 2009, management intends to seek to further reduce costs in a
manner which does not materially impact the quality of customer service.
BankAtlantic is also continuing to evaluate its products and services as well as
its delivery systems and back-office support infrastructure with a view to
providing cost effective and profitable products and services to its customers.
    
    Diversification of BankAtlantics Loan Portfolio. BankAtlantic is focused on
the diversification of its loan portfolio. During 2009 BankAtlantic intends to
seek to generate a greater percentage of small business and middle market
commercial non-mortgage loans through its retail and lending network. As middle
market and small business loans grow, we expect that commercial real estate loan
portfolio balances and residential mortgage loans will decline during 2009 through
the scheduled repayment of existing loans and significant reductions in commercial
real estate loan originations.
 Loan Products
  Residential:
 3




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##### Table of Contents



Commercial Real Estate:
   Commercial Business
 4




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##### Table of Contents



Standby Letters of Credit and Commitments:
 Consumer:
 Small Business:
 5




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##### Table of Contents



As of December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    Pct
    
    Amount
    
    PctLoans receivable:Real estate loans:Residential
    
    $
    1,930
    
    
    
    45.34
    
    
    
    2,156
    
    
    
    47.66
    
    
    
    2,151
    
    
    
    46.81
    
    
    
    2,030
    
    
    
    43.92
    
    
    
    2,057
    
    
    
    45.16
    %Consumer  home equity
    
    
    719
    
    
    
    16.89
    
    
    
    676
    
    
    
    14.94
    
    
    
    562
    
    
    
    12.23
    
    
    
    514
    
    
    
    11.12
    
    
    
    457
    
    
    
    10.03Construction and
development
    
    
    301
    
    
    
    7.07
    
    
    
    416
    
    
    
    9.20
    
    
    
    475
    
    
    
    10.34
    
    
    
    785
    
    
    
    16.99
    
    
    
    766
    
    
    
    16.82Commercial
    
    
    930
    
    
    
    21.85
    
    
    
    882
    
    
    
    19.49
    
    
    
    973
    
    
    
    21.17
    
    
    
    979
    
    
    
    21.18
    
    
    
    1,004
    
    
    
    22.04Small business
    
    
    219
    
    
    
    5.14
    
    
    
    212
    
    
    
    4.69
    
    
    
    187
    
    
    
    4.07
    
    
    
    152
    
    
    
    3.29
    
    
    
    124
    
    
    
    2.72Loans to Levitt Corporation
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    0.00
    
    
    
    9
    
    
    
    0.20Other loans:Commercial business
    
    
    143
    
    
    
    3.36
    
    
    
    131
    
    
    
    2.90
    
    
    
    157
    
    
    
    3.42
    
    
    
    88
    
    
    
    1.90
    
    
    
    93
    
    
    
    2.04Small business -
non-mortgage
    
    
    108
    
    
    
    2.54
    
    
    
    106
    
    
    
    2.34
    
    
    
    98
    
    
    
    2.13
    
    
    
    83
    
    
    
    1.80
    
    
    
    67
    
    
    
    1.47Consumer
    
    
    26
    
    
    
    0.61
    
    
    
    31
    
    
    
    0.68
    
    
    
    26
    
    
    
    0.57
    
    
    
    27
    
    
    
    0.59
    
    
    
    18
    
    
    
    0.40Residential loans held for
sale
    
    
    3
    
    
    
    0.07
    
    
    
    4
    
    
    
    0.09
    
    
    
    9
    
    
    
    0.20
    
    
    
    3
    
    
    
    0.06
    
    
    
    5
    
    
    
    0.11Total
    
    
    4,379
    
    
    
    102.87
    
    
    
    4,614
    
    
    
    101.99
    
    
    
    4,638
    
    
    
    100.94
    
    
    
    4,661
    
    
    
    100.85
    
    
    
    4,600
    
    
    
    100.99Adjustments:Unearned discounts
(premiums)
    
    
    (3
    )
    
    
    -0.07
    
    
    
    (4
    )
    
    
    -0.09
    
    
    
    (1
    )
    
    
    -0.02
    
    
    
    (2
    )
    
    
    -0.04
    
    
    
    (1
    )
    
    
    -0.02Allowance for loan losses
    
    
    125
    
    
    
    2.94
    
    
    
    94
    
    
    
    2.08
    
    
    
    44
    
    
    
    0.96
    
    
    
    41
    
    
    
    0.89
    
    
    
    46
    
    
    
    1.01Total loans
receivable, net
    
    $
    4,257
    
    
    
    100.00
    
    
    
    4,524
    
    
    
    100.00
    
    
    
    4,595
    
    
    
    100.00
    
    
    
    4,622
    
    
    
    100.00
    
    
    
    4,555
    
    
    
    100.00
    %
   As of December 31,2008
    
    2007Builder land bank loans
    
    $
    62
    
    
    
    150Land acquisition and development loans
    
    
    166
    
    
    
    202Land acquisition, development and
construction loans
    
    
    76
    
    
    
    151Total commercial residential
development loans (1)
    
    $
    304
    
    
    
    503
 
 (1)
    
    At March 31, 2008, $101.5 million of non-performing loans were transferred to a
subsidiary of the Parent Company. Investments
 Securities Available for Sale:
 6




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##### Table of Contents



Tax Certificates:
 Derivative Investments:
  CorporateMortgage-
    
    Bond
    
    
    
    
    
    WeightedTax
    
    Tax-Exempt
    
    Backed
    
    and
    
    
    
    
    
    AverageCertificates
    
    Securities
    
    Securities
    
    Other
    
    Total
    
    YieldDecember 31, 2008Maturity: (1)One year or less
    
    $
    224,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    224,434
    
    
    
    6.68
    %After one through five years
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    250
    
    
    
    351
    
    
    
    3.98After five through ten years
    
    
    
    
    
    
    
    
    
    
    36,885
    
    
    
    
    
    
    
    36,885
    
    
    
    5.16After ten years
    
    
    
    
    
    
    
    
    
    
    662,238
    
    
    
    
    
    
    
    662,238
    
    
    
    4.77Fair values (2)
    
    $
    224,434
    
    
    
    
    
    
    
    699,224
    
    
    
    250
    
    
    
    923,908
    
    
    
    5.25
    %Amortized cost (2)
    
    $
    213,534
    
    
    
    
    
    
    
    687,344
    
    
    
    250
    
    
    
    901,128
    
    
    
    6.00
    %Weighted average yield based
on fair values
    
    
    6.68
    
    
    
    
    
    
    
    4.79
    
    
    
    4.30
    
    
    
    5.25Weighted average maturity (yrs)
    
    
    1.0
    
    
    
    
    
    
    
    23.95
    
    
    
    1.67
    
    
    
    18.50December 31, 2007Fair values (2)
    
    $
    188,401
    
    
    
    
    
    
    
    788,461
    
    
    
    681
    
    
    
    977,543
    
    
    
    5.90
    %Amortized cost (2)
    
    $
    188,401
    
    
    
    
    
    
    
    785,682
    
    
    
    685
    
    
    
    974,768
    
    
    
    6.06
    %December 31, 2006Fair values (2)
    
    $
    195,391
    
    
    
    397,244
    
    
    
    361,750
    
    
    
    675
    
    
    
    955,060
    
    
    
    6.17
    %Amortized cost (2)
    
    $
    195,391
    
    
    
    397,469
    
    
    
    365,565
    
    
    
    685
    
    
    
    959,110
    
    
    
    6.05
    %
 7




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##### Table of Contents



(1)
    
    Except for tax certificates, maturities are based upon contractual maturities. Tax
certificates do not have stated maturities, and estimates in the above table are based upon
historical repayment experience (generally 1 to 2 years).(2)
    
    Equity and tax exempt securities held by the Parent Company with a cost of $3.6 million,
$162.6 million, and $88.6 million and a fair value of $4.1 million, $179.5 million, and
$99.9 million, at December 31, 2008, 2007 and 2006, respectively, were excluded from the
above table. At December 31, 2008, equities held by BankAtlantic with a cost of $0.8
million and a fair value of $0.8 million was excluded from the above table.  December 31, 2008 (1)Gross
    
    GrossAmortized
    
    Unrealized
    
    Unrealized
    
    EstimatedCost
    
    Appreciation
    
    Depreciation
    
    Fair ValueTax certificates and investment
securities:Tax certificates:Cost equals market
    
    $
    213,534
    
    
    
    10,900
    
    
    
    
    
    
    
    224,434Securities available for sale:Investment securities:Cost equals market
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Market over cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cost over market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed securities :Cost equals market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market over cost
    
    
    654,199
    
    
    
    12,863
    
    
    
    
    
    
    
    667,062Cost over market
    
    
    33,145
    
    
    
    
    
    
    
    983
    
    
    
    32,162Total
    
    $
    901,128
    
    
    
    23,763
    
    
    
    983
    
    
    
    923,908
 
 1)
    
    The above table excludes Parent Company equity securities with a cost of $3.6
million and a fair value of $4.1 million at December 31, 2008. At December 31, 2008,
equities held by BankAtlantic with a cost of $0.8 million and a fair value of $0.8
million was excluded from the above table. Deposit products and borrowed funds:
 Deposits:
 8




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##### Table of Contents



Federal Home Loan Bank (FHLB) Advances:
 Other Short-Term Borrowings:
 
    
    Securities sold under agreements to repurchase include a sale of a portion of its
current investment portfolio (usually mortgage-backed securities and REMICs) at a
negotiated rate and an agreement to repurchase the same assets on a specified future date.
BankAtlantic issues repurchase agreements to institutions and to its customers. These
transactions are collateralized by securities in its investment portfolio but are not
insured by the FDIC. See note 16 to the Notes to Consolidated Financial Statements for
more information regarding BankAtlantics Securities sold under agreements to repurchase
borrowings.
    
    Treasury tax and loan borrowings represent BankAtlantics participation in the Federal
Reserve Treasury Investment Program. Under this program the Federal Reserve places funds
with BankAtlantic obtained from treasury tax and loan payments received by financial
institutions. See note 15 to the Notes to Consolidated Financial Statements for more
information regarding BankAtlantics Treasury tax and loan borrowings.
    
    Federal funds borrowings occur under established facilities with various
federally-insured banking institutions to purchase federal funds. We also have a borrowing
facility with various federal agencies which may place funds with us at overnight rates.
BankAtlantic uses these facilities on an overnight basis to assist in managing its cash
requirements. These advances are collateralized by a security lien against its consumer
loans. See note 15 to the Notes to Consolidated Financial Statements for more
information regarding BankAtlantics federal funds borrowings.
    
    Term auction facilities represent short term borrowings from the Federal Reserve
System. These borrowings are collateralized by securities available for sale and are
generally at federal fund interest rates which have been lower interest rates than
alternative borrowings. See note 15 to the Notes to Consolidated Financial Statements
for more information regarding BankAtlantics term auction facilities borrowings.
    
    BankAtlantics other borrowings have floating interest rates and consist of a
mortgage-backed bond and subordinated debentures. See note 17 to the Notes to
Consolidated Financial Statements for more information regarding BankAtlantics other
borrowings.
 Parent Company
  9




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##### Table of Contents



As of December 31, 2008Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    Estimated(in thousands)
    
    Value
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    
    $
    37,116
    
    
    
    
    
    
    
    
    
    
    
    37,116Equity securities
    
    
    1,597
    
    
    
    
    
    
    
    
    
    
    
    1,597Private investment
securities
    
    
    2,036
    
    
    
    467
    
    
    
    
    
    
    
    2,503Total
    
    $
    40,749
    
    
    
    467
    
    
    
    
    
    
    
    41,216
   (in millions)
    
    AmountBuilder land bank loans
    
    $
    22Land acquisition and development loans
    
    
    17Land acquisition, development and
construction loans
    
    
    29Commercial
    
    
    14Total commercial loans
    
    $
    82
 Employees
   December 31, 2008
    
    
    December 31, 2007Full-
    
    
    Part-
    
    
    Full-
    
    
    Part-Time
    
    
    time
    
    
    time
    
    
    timeBankAtlantic Bancorp
    
    
    6
    
    
    
    
    
    
    
    7
    
    
    
    BankAtlantic
    
    
    1,698
    
    
    
    143
    
    
    
    2,207
    
    
    
    355Total
    
    
    1,704
    
    
    
    143
    
    
    
    2,214
    
    
    
    355
 10




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##### Table of Contents



Competition
    Regulation and Supervision
 Holding Company
   
    
    acquiring another savings institution or its holding company without prior written
approval of the OTS;
    
    acquiring or retaining, with certain exceptions, more than 5% of a non-subsidiary
savings institution, a non-subsidiary holding company, or a non-subsidiary company engaged
in activities other than those permitted by HOLA; or
    
    Acquiring or retaining control of a depository institution that is not insured by the
FDIC.
   11




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##### Table of Contents



BankAtlantic
   Regulation of Federal Savings Banks
 Business Activities
 
    
    mortgage loans secured by residential and commercial real estate;
    
    commercial and consumer loans;
    
    certain types of debt securities; and
    
    certain other assets.
  Loans to One Borrower
 12




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##### Table of Contents



QTL Test
 Capital Requirements
 
    
    a tangible capital requirement for savings banks to have tangible capital in an amount
equal to at least 1.5% of adjusted total assets;
    
    a leverage ratio requirement:
 o
    
    for savings banks assigned the highest composite rating of 1, to have
core capital in an amount equal to at least 3% of adjusted total assets; oro
    
    for savings banks assigned any other composite rating, to have core
capital in an amount equal to at least 4% of adjusted total assets, or a higher
percentage if warranted by the particular circumstances or risk profile of the
savings bank; and
 
    
    a risk-based capital requirement for savings banks to have capital in an amount equal
to at least 8% of risk-weighted assets.
    Limitation on Capital Distributions
   13




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##### Table of Contents



Liquidity
 Assessments
 
    
    the size of the savings bank, on which the basic assessment is based;
    
    the savings banks supervisory condition, which results in an additional assessment
based on a percentage of the basic assessment for any savings bank with a composite rating
of 3, 4 or 5 in its most recent safety and soundness examination; and
    
    the complexity of the savings banks operations, which results in an additional
assessment based on a percentage of the basic assessment for any savings bank that has
more than $1 billion in trust assets that it administers, loans that it services for
others or assets covered by its recourse obligations or direct credit substitutes.
  Branching
 Community Reinvestment
 
    
    a lending test, to evaluate the institutions record of making loans in its designated
assessment areas;
    
    an investment test, to evaluate the institutions record of investing in community
development projects, affordable housing, and programs benefiting low or moderate income
individuals and businesses; and
    
    a service test, to evaluate the institutions delivery of banking services throughout
its designated assessment area.
  Transactions with Related Parties
 14




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##### Table of Contents




    
    making or renewing a loan or other extension of credit to an affiliate;
    
    purchasing, or investing in, a security issued by an affiliate;
    
    purchasing an asset from an affiliate;
    
    accepting a security issued by an affiliate as collateral for a loan or other extension
of credit to any person or entity; and
    
    issuing a guarantee, acceptance or letter of credit on behalf of an affiliate.
  
    
    making a loan or other extension of credit to an affiliate that is engaged in any
non-bank holding company activity; and
    
    purchasing, or investing in, securities issued by an affiliate that is not a
subsidiary.
  Enforcement
 Examination
 Standards for Safety and Soundness
 15




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##### Table of Contents



Shared National Credit Program
 Real Estate Lending Standards
 Prompt Corrective Regulatory Action
 
    
    its total capital is at least 10% of its risk-weighted assets;
    
    its core capital is at least 6% of its risk-weighted assets;
    
    its core capital is at least 5% of its adjusted total assets; and
    
    it is not subject to any written agreement, order, capital directive or prompt
corrective action directive issued by the OTS, or certain regulations, to meet or maintain
a specific capital level for any capital measure.
  Insurance of Deposit Accounts
  16




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##### Table of Contents



Privacy and Security Protection
 Insurance Activities
 17




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##### Table of Contents



Federal Home Loan Bank System
 Federal Reserve System
 Anti-Terrorism and Anti-Money Laundering Regulations
  
    
    internal policies, procedures and controls designed to implement and maintain the
savings banks compliance with all of the requirements of the USA PATRIOT Act, the BSA and
related laws and regulations;
    
    systems and procedures for monitoring and reporting of suspicious transactions and
activities;
    
    a designated compliance officer;
    
    employee training;
    
    an independent audit function to test the anti-money laundering program;
    
    procedures to verify the identity of each customer upon the opening of accounts; and
    
    heightened due diligence policies, procedures and controls applicable to certain
foreign accounts and relationships.
  18




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##### Table of Contents



Consumer Protection
 
    
    require lenders to disclose credit terms in meaningful and consistent ways;
    
    require financial institutions to establish policies and procedures regarding identity
theft and notify customers of certain information concerning their credit reporting;
    
    prohibit discrimination against an applicant in any consumer or business credit
transaction;
    
    prohibit discrimination in housing-related lending activities;
    
    require certain lender banks to collect and report applicant and borrower data
regarding loans for home purchase or improvement projects;
    
    require lenders to provide borrowers with information regarding the nature and cost of
real estate settlements;
    
    prohibit certain lending practices and limit escrow account amounts with respect to
real estate transactions; and
    
    prescribe penalties for violations of the requirements of consumer protection statutes
and regulations.
 
 ITEM 1A. RISK FACTORS
 Adverse market conditions have affected and may continue to affect the financial services industry
as well as our business and results of operations.
  
    
    BankAtlantics borrowers may be unable to make timely repayments of
their loans, or the value of real estate collateral securing the
payment of such loans may decrease which could result in increased
delinquencies, foreclosures and customer bankruptcies, any of which
would increase levels of non-performing loans resulting in significant
credit losses, increased expenses and could have a material adverse
effect on our operating results.
    
    Further disruptions in the capital markets or other events, including
actions by rating agencies and deteriorating investor expectations,
may result in an inability to borrow on favorable terms or at all
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from
other financial institutions or government entities.
    
    Increased regulation of the industry may increase costs and limit
BankAtlantics activities and operations.
    
    Increased competition among financial services companies based on the
recent consolidation of competing financial institutions and the
conversion of investment banks into bank holding companies, may
adversely affect BankAtlantics ability to market its products and
services.
    
    BankAtlantic may be required to pay significantly higher FDIC deposit
premiums and assessments.
    
    Consumer confidence in the financial industry has weakened and
individual wealth has deteriorated, which could lead to declines in
deposits and impact liquidity.
    
    Continued asset valuation declines could adversely impact our credit
losses and result in additional goodwill and other asset impairments.
 There can be no assurance that recent steps taken by Congress, the FDIC and the Federal Reserve
will stabilize the U.S. financial system.
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The impact on us of recently enacted legislation, in particular the EESA and its implementing
regulations, and actions by the FDIC, cannot be predicted at this time.
  The decline in the Florida real estate market has adversely affected, and may continue to adversely
affect, our earnings and financial condition.
  Our loan portfolio is concentrated in real estate lending which makes us more susceptible to
credit losses given the current depressed real estate market.
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BankAtlantics consumer loan portfolio is concentrated in home equity loans collateralized by
Florida properties primarily located in the markets where BankAtlantic operates its store network.
  22




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BankAtlantics interest-only residential loans expose it to greater credit risks.
 ,
 An increase in BankAtlantics allowance for loan losses will result in reduced earnings.
  
    
    the risk characteristics of various classifications of loans;
    
    previous loan loss experience;
    
    specific loans that have probable loss potential;
    
    delinquency trends;
    
    estimated fair value of the collateral;
    
    current economic conditions;
    
    the views of its regulators; and
    
    geographic and industry loan concentrations.
   Our loan portfolio subjects us to high levels of credit and counterparty risk.
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Adverse events in Florida, where our business is currently concentrated, could adversely impact our
results and future growth.
  Changes in interest rates could adversely affect our net interest income and profitability.
   
    
    interest income on interest-earning assets, such as loans; and
    
    interest expense on interest-bearing liabilities, such as deposits.
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##### Table of Contents





    it amortizes premiums on acquired loans and securities, and if loans
or securities are prepaid, the unamortized premium will be charged
off; and

    the yields it earns on the investment of funds that it receives from
prepaid loans and securities are generally less than the yields that
it earned on the prepaid loans.
    BankAtlantic is subject to liquidity risk as its loans exceed its deposits.
  BankAtlantics Floridas Most Convenient Bank initiative and related infrastructure expansion to
support a larger organization has resulted in higher operating expenses, which has had an adverse
impact on our earnings.
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BankAtlantic obtains a significant portion of its non-interest income through service charges on
core deposit accounts.
  Deposit premium insurance assessments may increase substantially, which will adversely affect
expenses.
  Regulatory Compliance.
  We may need to raise additional capital in the future and such capital may not be available when
needed or at all.
   Continued capital and credit market volatility may adversely affect our ability to access capital
and may have a material adverse effect on our business, financial condition and results of
operations.
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A sustained decline in the Companys Class A common stock price may result in the delisting of its
Class A common stock from the New York Stock Exchange.
   BankAtlantic Bancorp services its debt and pays dividends primarily from dividends from
BankAtlantic, which are subject to regulatory limits.
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The Company is controlled by BFC Financial Corporation and its controlling shareholders and this
control position may adversely affect the market price of the Companys Class A common stock.
  The Companys activities and the activities of the Companys subsidiaries, including BankAtlantic,
are subject to regulatory requirements that could have a material adverse effect on the Companys
business.
  
    
    limit the payment of dividends by BankAtlantic to the Company;
    
    limit transactions between the Company, BankAtlantic and the subsidiaries or affiliates of either;
    
    limit the Companys activities and the activities of BankAtlantic; or
    
    Impose capital requirements on the Company or additional capital requirements on BankAtlantic.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  28




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ITEM 2. PROPERTIES
   Miami -
    
    
    
    
    
    Palm
    
    TampaDade
    
    Broward
    
    Beach
    
    BayOwned full-service stores
    
    
    9
    
    
    
    13
    
    
    
    25
    
    
    
    7Leased full-service stores
    
    
    13
    
    
    
    11
    
    
    
    5
    
    
    
    6Ground leased full-service
stores (1)
    
    
    2
    
    
    
    3
    
    
    
    1
    
    
    
    6Total full-service stores
    
    
    24
    
    
    
    27
    
    
    
    31
    
    
    
    19Lease expiration dates
    
    
    2009-2026
    
    
    
    2009-2015
    
    
    
    2011-2014
    
    
    
    2009-2026Ground lease expiration dates
    
    
    2026-2027
    
    
    
    2017-2072
    
    
    
    2026
    
    
    
    2026-2032
 
 (1)
    
    Stores in which BankAtlantic owns the building and leases the land.  Miami -
    
    
    
    
    
    Palm
    
    Tampa
    
    Orlando /Dade
    
    Broward
    
    Beach
    
    Bay
    
    JacksonvilleLeased drive-through facilities
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    Leased drive through expiration dates
    
    
    2010
    
    
    
    2011-2014
    
    
    
    
    
    
    
    
    
    
    
    Leased back-office facilities
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    1
    
    
    
    1Leased back-office expiration dates
    
    
    
    
    
    
    2009-2011
    
    
    
    
    
    
    
    2011
    
    
    
    2013Leased loan production facilities
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Leased loan production expiration
dates
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Miami -
    
    
    
    
    
    Palm
    
    Tampa
    
    Orlando /Dade
    
    Broward
    
    Beach
    
    Bay
    
    JacksonvilleExecuted leases for new stores
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    Executed lease expiration
dates
    
    
    
    
    
    
    2030
    
    
    
    2029
    
    
    
    
    
    
    
    Executed leases held for
sublease
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    5
    
    
    
    2
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Miami -
    
    
    
    
    
    Palm
    
    Tampa
    
    Orlando /Dade
    
    Broward
    
    Beach
    
    Bay
    
    JacksonvilleExecuted lease expiration
dates
    
    
    
    
    
    
    2013
    
    
    
    
    
    
    
    2010-2048
    
    
    
    2028-2029Land held for sale
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    4
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ITEM 3. LEGAL PROCEEDINGS
 Joseph C. Hubbard, individually and on behalf of all others similarly situated, vs. BankAtlantic
Bancorp, Inc., James A. White, Valerie C. Toalson, Jarett S. Levan, and Alan B. Levan
 Hubbard Alarm Specialties, Inc. v.
BankAtlantic Bancorp, Inc.
 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
 Albert R. Feldman, Derivatively on behalf of Nominal Defendant BankAtlantic
Bancorp, Inc. vs. Alan B. Levan, et al., Hugo
 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
 Hubbard
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Lashelle Farrington, individually and on behalf of all others similarly situated, v. BankAtlantic,
a Federal Savings Bank, BA Financial Services, LLC, a Florida limited liability corporation,
BankAtlantic Bancorp, Inc., a Florida corporation, BFC Financial Corporation, a Florida
corporation, and Does 1-10, Case No. 09-006210 (11), in the Circuit Court of the Seventeenth
Judicial Circuit in and for Broward County, Florida.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  33




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
     Class A CommonStock PriceHigh
    
    LowFor the year ended December 31, 2008
    
    $
    29.00
    
    
    $
    2.25Fourth quarter
    
    
    11.82
    
    
    
    2.25Third quarter
    
    
    15.00
    
    
    
    4.05Second quarter
    
    
    20.75
    
    
    
    7.80First quarter
    
    
    29.00
    
    
    
    16.30For the year ended December 31, 2007
    
    $
    69.90
    
    
    $
    14.45Fourth quarter
    
    
    48.00
    
    
    
    14.45Third quarter
    
    
    46.25
    
    
    
    37.50Second quarter
    
    
    56.25
    
    
    
    41.90First quarter
    
    
    69.90
    
    
    
    54.35
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##### Table of Contents



Cash Dividends Per
    
    
    Cash Dividends PerShare of Class B
    
    
    Share of Class ACommon Stock
    
    
    Common StockFiscal year ended
December 31, 2008
    
    $
    0.0750
    
    
    $
    0.0750Fourth quarter
    
    
    0.0000
    
    
    
    0.0000Third quarter
    
    
    0.0250
    
    
    
    0.0250Second quarter
    
    
    0.0250
    
    
    
    0.0250First quarter
    
    
    0.0250
    
    
    
    0.0250Fiscal year ended
December 31, 2007
    
    $
    0.6410
    
    
    $
    0.6410Fourth quarter
    
    
    0.0250
    
    
    
    0.0250Third quarter
    
    
    0.2060
    
    
    
    0.2060Second quarter
    
    
    0.2050
    
    
    
    0.2050First quarter
    
    
    0.2050
    
    
    
    0.2050
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Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    
    Weighted- average
    
    
    equity compensation plansbe issued upon exercise
    
    
    exercise price of
    
    
    excluding outstandingPlan category
    
    of outstanding options
    
    
    outstanding options
    
    
    optionsEquity compensation plans
approved by security
Holders
    
    
    889,895
    
    
    $
    53.68
    
    
    
    704,726Equity compensation plans
not approved by security
Holders
    
    
    5,723
    (1)
    
    
    24.46
    
    
    
    Total
    
    
    895,618
    
    
    $
    53.09
    
    
    
    704,726
 
 (1)
    
    During 1999, non-qualifying options for 151 shares of Class A common stock were
granted to each employee of BankAtlantic, other than executive officers, under the
BankAtlantic Bancorp 1999 non-qualifying stock option plan. The options were granted
with exercise prices equal to the fair value on the grant date with a ten year term. All
outstanding options under the BankAtlantic Bancorp 1999 non-qualifying stock option plan
were vested as of December 31, 2004. Purchases of equity securities by the issuer and affiliated purchasers
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Shareholder Return Performance Graph
  12/31/2003
    
    
    12/31/2004
    
    
    12/31/2005
    
    
    12/31/2006
    
    
    12/31/2007
    
    
    12/31/2008Standard and Poors 500
Stock Index
    
    
    
    100.00
    
    
    
    
    110.88
    
    
    
    
    116.33
    
    
    
    
    134.70
    
    
    
    
    142.10
    
    
    
    
    89.53SNL Southeast Thrift
    
    
    
    100.00
    
    
    
    
    118.21
    
    
    
    
    107.57
    
    
    
    
    126.43
    
    
    
    
    54.44
    
    
    
    
    31.00BankAtlantic Bancorp, Inc.
    
    
    
    100.00
    
    
    
    
    142.32
    
    
    
    
    101.01
    
    
    
    
    100.75
    
    
    
    
    30.35
    
    
    
    
    8.64
 
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
 For the Years Ended December 31,(In thousands except share and per share data)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Income StatementTotal interest income
    
    $
    314,516
    
    
    
    371,633
    
    
    
    367,177
    
    
    
    345,894
    
    
    
    249,204Total interest expense
    
    
    140,685
    
    
    
    192,857
    
    
    
    167,057
    
    
    
    141,909
    
    
    
    86,798Net interest income
    
    
    173,831
    
    
    
    178,776
    
    
    
    200,120
    
    
    
    203,985
    
    
    
    162,406Provision for (recovery from) loan losses
    
    
    159,801
    
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )
    
    
    (5,109
    )Securities activities, net
    
    
    2,039
    
    
    
    8,412
    
    
    
    9,813
    
    
    
    847
    
    
    
    3,730Litigation settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,840Other non-interest income
    
    
    135,525
    
    
    
    143,420
    
    
    
    132,803
    
    
    
    101,452
    
    
    
    86,415Restructuring charges, impairments,
exit activities and debt redemptions
    
    
    59,551
    
    
    
    20,890
    
    
    
    1,466
    
    
    
    3,706
    
    
    
    257Other non-interest expense
    
    
    278,798
    
    
    
    296,460
    
    
    
    298,720
    
    
    
    243,264
    
    
    
    198,736(Loss) income from continuing operations
before income taxes
    
    
    (186,755
    )
    
    
    (57,584
    )
    
    
    33,976
    
    
    
    65,929
    
    
    
    81,507Provision (benefit) for income taxes (7)
    
    
    32,489
    
    
    
    (27,572
    )
    
    
    7,097
    
    
    
    23,403
    
    
    
    28,222(Loss) income from continuing operations
    
    
    (219,244
    )
    
    
    (30,012
    )
    
    
    26,879
    
    
    
    42,526
    
    
    
    53,285Discontinued operations, net of tax (5)
    
    
    16,605
    
    
    
    7,812
    
    
    
    (11,492
    )
    
    
    16,656
    
    
    
    17,483Net (loss) income
    
    $
    (202,639
    )
    
    
    (22,200
    )
    
    
    15,387
    
    
    
    59,182
    
    
    
    70,768Performance ratiosReturn on average assets (1)
    
    
    (3.50
    )
    
    
    (0.47
    )
    
    
    0.42
    
    
    
    0.64
    
    
    
    1.01
    %Return on average equity (1)
    
    
    (51.03
    )
    
    
    (5.91
    )
    
    
    5.12
    
    
    
    8.42
    
    
    
    11.98Average equity to average assets
    
    
    6.86
    
    
    
    7.91
    
    
    
    8.19
    
    
    
    7.65
    
    
    
    8.40Dividend payout ratio (2)
    
    
    (0.38
    )
    
    
    (24.79
    )
    
    
    36.01
    
    
    
    20.83
    
    
    
    15.25
 For the Years Ended December 31,(In thousands except share and per share data)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Diluted earnings per shareDiluted (loss) earnings from continuing
operations
    
    $
    (19.53
    )
    
    
    (2.58
    )
    
    
    2.15
    
    
    
    3.37
    
    
    
    4.23Diluted earnings (loss) per share from
discontinued operations (5)
    
    
    1.48
    
    
    
    0.67
    
    
    
    (0.92
    )
    
    
    1.32
    
    
    
    1.38Diluted (loss) earnings per share
    
    $
    (18.05
    )
    
    
    (1.91
    )
    
    
    1.23
    
    
    
    4.69
    
    
    
    5.61
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For the Years Ended December 31,(In thousands except share and per share data)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Per common share dataCash dividends declared per
common share Class A
    
    $
    0.075
    
    
    
    0.64
    
    
    
    0.79
    
    
    
    0.73
    
    
    
    0.68Cash dividends declared per
common share Class B
    
    
    0.075
    
    
    
    0.64
    
    
    
    0.79
    
    
    
    0.73
    
    
    
    0.68Book value per share (3)
    
    
    21.72
    
    
    
    40.96
    
    
    
    43.01
    
    
    
    42.49
    
    
    
    39.05Tangible book value per share (3)
    
    
    19.38
    
    
    
    34.19
    
    
    
    36.17
    
    
    
    35.49
    
    
    
    31.81
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##### Table of Contents



As of December 31,(In thousands except share and per share data)
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Balance Sheet (at year end)Loans, net
    
    $
    4,326,651
    
    
    
    4,524,188
    
    
    
    4,595,920
    
    
    
    4,624,772
    
    
    
    4,599,048Securities
    
    
    948,592
    
    
    
    1,169,673
    
    
    
    1,059,111
    
    
    
    1,042,217
    
    
    
    1,070,691Total assets
    
    
    5,814,557
    
    
    
    6,378,817
    
    
    
    6,495,662
    
    
    
    6,471,411
    
    
    
    6,356,777Deposits
    
    
    3,926,368
    
    
    
    3,953,405
    
    
    
    3,867,036
    
    
    
    3,752,676
    
    
    
    3,457,202Securities sold under agreements
to repurchase and other
short term borrowings
    
    
    284,423
    
    
    
    167,240
    
    
    
    133,958
    
    
    
    255,501
    
    
    
    401,643Other borrowings (4)
    
    
    1,284,087
    
    
    
    1,717,893
    
    
    
    1,810,247
    
    
    
    1,724,160
    
    
    
    1,845,504Stockholders equity
    
    
    243,968
    
    
    
    459,321
    
    
    
    524,982
    
    
    
    516,336
    
    
    
    469,265Asset quality ratios for
BankAtlanticNon-performing assets, net of
reserves,
as a percent of total loans, tax
certificates and repossessed
assets
    
    
    6.55
    
    
    
    4.10
    
    
    
    0.55
    
    
    
    0.17
    
    
    
    0.19Loan loss allowance as a percent
of
non-performing loans (6)
    
    
    47.76
    
    
    
    52.65
    
    
    
    982.89
    
    
    
    605.68
    
    
    
    582.18Loan loss allowance as a percent
of total loans
    
    
    3.07
    
    
    
    2.04
    
    
    
    0.94
    
    
    
    0.88
    
    
    
    1.00Capital ratios for BankAtlantic:Total risk based capital
    
    
    11.63
    
    
    
    11.63
    
    
    
    12.08
    
    
    
    11.50
    
    
    
    10.80Tier I risk based capital
    
    
    9.80
    
    
    
    9.85
    
    
    
    10.50
    
    
    
    10.02
    
    
    
    9.19Leverage
    
    
    6.80
    
    
    
    6.94
    
    
    
    7.55
    
    
    
    7.42
    
    
    
    6.83
 
 1.
    
    The return on average assets is equal to income from continuing operations
(numerator) divided by average consolidated assets (denominator) during the respective
year. The return on average equity is equal to income from continuing operations
(numerator) divided by average consolidated equity (denominator) during the respective
year. Income from continuing operations excludes the income from Ryan Beck Holdings,
Inc. for all periods presented. While income from continuing operations (numerator)
excludes income from these discontinued operations, average consolidated assets includes
the assets of the discontinued operations.2.
    
    Cash dividends declared on common shares divided by income from continuing
operations.3.
    
    The denominator of book value and tangible book value per share was computed by
combining the number of Class A and Class B shares outstanding at year end for all
periods.4.
    
    Other borrowings consist of FHLB advances, subordinated debentures, notes, bonds
payable, secured borrowings, and junior subordinated debentures. Secured borrowings were
recognized on loan participation agreements that constituted a legal sale of a portion of
the loan but that were not qualified to be accounted for as a loan sale.5.
    
    Discontinued operations include the earnings of Ryan Beck for each of the years in
the four year period ending December 31, 2007.6.
    
    During the year ended December 31, 2008 and 2007, the Company wrote-down $62.3
million and $11.9 million, respectively, of non-performing loans. The allowance for loan
losses plus non-performing loan write-downs as a percent of non-performing loans plus
non-performing loan write-downs was 58.46% and 55.59% at December 31, 2008 and 2007,
respectively.7.
    
    During the year ended December 31, 2008, the Company recorded a deferred tax
valuation allowance for its entire net deferred tax asset. 40




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
 Introduction
   Consolidated Results of Operations
  For the Years Ended December 31,2008
    
    2007
    
    2006BankAtlantic
    
    $
    (166,144
    )
    
    
    (19,440
    )
    
    
    36,322Parent Co.
    
    
    (53,100
    )
    
    
    (10,572
    )
    
    
    (9,443
    )Net (loss) income
    
    $
    (219,244
    )
    
    
    (30,012
    )
    
    
    26,879
  41




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##### Table of Contents



BankAtlantic Results of Operations
 42




---



##### Table of Contents



Summary
  Floridas Most Convenient Bank
      43




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##### Table of Contents



For the Years Ended
    
    Change
    
    ChangeEnded December 31,
    
    2008 vs
    
    2007 vs2008
    
    2007
    
    2006
    
    2007
    
    2006Net interest income
    
    $
    193,648
    
    
    
    199,510
    
    
    
    219,605
    
    
    
    (5,862
    )
    
    
    (20,095
    )Provision for loan losses
    
    
    (135,383
    )
    
    
    (70,842
    )
    
    
    (8,574
    )
    
    
    (64,541
    )
    
    
    (62,268
    )Net income after provision for loan
losses
    
    
    58,265
    
    
    
    128,668
    
    
    
    211,031
    
    
    
    (70,403
    )
    
    
    (82,363
    )Non-interest income
    
    
    137,308
    
    
    
    144,412
    
    
    
    131,844
    
    
    
    (7,104
    )
    
    
    12,568Non-interest expense
    
    
    (330,623
    )
    
    
    (313,898
    )
    
    
    (293,448
    )
    
    
    (16,725
    )
    
    
    (20,450
    )BankAtlantic (loss) income before
income taxes
    
    
    (135,050
    )
    
    
    (40,818
    )
    
    
    49,427
    
    
    
    (94,232
    )
    
    
    (90,245
    )(Provision)/benefit for income taxes
    
    
    (31,094
    )
    
    
    21,378
    
    
    
    (13,105
    )
    
    
    (52,472
    )
    
    
    34,483BankAtlantic net (loss) contribution
    
    $
    (166,144
    )
    
    
    (19,440
    )
    
    
    36,322
    
    
    
    (146,704
    )
    
    
    (55,762
    )
 44




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##### Table of Contents



BankAtlantics Net Interest Income
 For the Years EndedDecember 31, 2008
    
    December 31, 2007
    
    December 31, 2006Average
    
    Revenue/
    
    Yield/
    
    Average
    
    Revenue/
    
    Yield/
    
    Average
    
    Revenue/
    
    Yield/(Dollars are in thousands)
    
    Balance
    
    Expense
    
    Rate
    
    Balance
    
    Expense
    
    Rate
    
    Balance
    
    Expense
    
    RateInterest earning assetsLoans: (a)Residential real estate
    
    $
    2,053,645
    
    
    
    111,691
    
    
    
    5.44
    %
    
    $
    2,209,832
    
    
    
    120,768
    
    
    
    5.47
    %
    
    $
    2,099,664
    
    
    
    109,103
    
    
    
    5.20
    %Commercial real estate
    
    
    1,238,307
    
    
    
    69,642
    
    
    
    5.62
    
    
    
    1,367,095
    
    
    
    108,931
    
    
    
    7.97
    
    
    
    1,530,282
    
    
    
    128,420
    
    
    
    8.39Consumer
    
    
    743,863
    
    
    
    33,950
    
    
    
    4.56
    
    
    
    650,764
    
    
    
    47,625
    
    
    
    7.32
    
    
    
    558,769
    
    
    
    41,997
    
    
    
    7.52Commercial business
    
    
    132,565
    
    
    
    9,516
    
    
    
    7.18
    
    
    
    142,455
    
    
    
    12,720
    
    
    
    8.93
    
    
    
    140,465
    
    
    
    12,452
    
    
    
    8.86Small business
    
    
    320,853
    
    
    
    22,162
    
    
    
    6.91
    
    
    
    298,774
    
    
    
    23,954
    
    
    
    8.02
    
    
    
    259,816
    
    
    
    20,988
    
    
    
    8.08Total loans
    
    
    4,489,233
    
    
    
    246,961
    
    
    
    5.50
    
    
    
    4,668,920
    
    
    
    313,998
    
    
    
    6.73
    
    
    
    4,588,996
    
    
    
    312,960
    
    
    
    6.82Tax exempt securities (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    328,583
    
    
    
    19,272
    
    
    
    5.87
    
    
    
    396,539
    
    
    
    23,162
    
    
    
    5.84Taxable investment securities (b)
    
    
    1,078,189
    
    
    
    65,570
    
    
    
    6.08
    
    
    
    689,263
    
    
    
    42,849
    
    
    
    6.22
    
    
    
    618,913
    
    
    
    36,912
    
    
    
    5.96Federal funds sold
    
    
    44,031
    
    
    
    754
    
    
    
    1.71
    
    
    
    3,638
    
    
    
    195
    
    
    
    5.36
    
    
    
    1,824
    
    
    
    22
    
    
    
    1.21Total investment securities
    
    
    1,122,220
    
    
    
    66,324
    
    
    
    5.91
    
    
    
    1,021,484
    
    
    
    62,316
    
    
    
    6.10
    
    
    
    1,017,276
    
    
    
    60,096
    
    
    
    5.91Total interest earning assets
    
    
    5,611,453
    
    
    
    313,285
    
    
    
    5.58
    %
    
    
    5,690,404
    
    
    
    376,314
    
    
    
    6.61
    %
    
    
    5,606,272
    
    
    
    373,056
    
    
    
    6.65
    %Total non-interest earning assets
    
    
    503,028
    
    
    
    
    
    
    
    
    
    
    
    510,173
    
    
    
    
    
    
    
    
    
    
    
    448,296Total assets
    
    $
    6,114,481
    
    
    
    
    
    
    
    
    
    
    $
    6,200,577
    
    
    
    
    
    
    
    
    
    
    $
    6,054,568Interest bearing liabilitiesDeposits:Savings
    
    $
    503,464
    
    
    
    4,994
    
    
    
    0.99
    %
    
    $
    584,542
    
    
    
    12,559
    
    
    
    2.15
    %
    
    $
    369,504
    
    
    
    2,936
    
    
    
    0.79
    %NOW, money funds and checking
    
    
    1,506,479
    
    
    
    17,784
    
    
    
    1.18
    
    
    
    1,450,960
    
    
    
    26,031
    
    
    
    1.79
    
    
    
    1,502,058
    
    
    
    20,413
    
    
    
    1.36Certificate accounts
    
    
    1,088,170
    
    
    
    41,485
    
    
    
    3.81
    
    
    
    992,043
    
    
    
    45,886
    
    
    
    4.63
    
    
    
    868,777
    
    
    
    35,610
    
    
    
    4.10Total interest bearing deposits
    
    
    3,098,113
    
    
    
    64,263
    
    
    
    2.07
    
    
    
    3,027,545
    
    
    
    84,476
    
    
    
    2.79
    
    
    
    2,740,339
    
    
    
    58,959
    
    
    
    2.15Securities sold under agreements
to repurchase, federal funds
and other short term borrowings
    
    
    141,654
    
    
    
    2,699
    
    
    
    1.91
    
    
    
    194,222
    
    
    
    9,829
    
    
    
    5.06
    
    
    
    304,635
    
    
    
    15,309
    
    
    
    5.03Advances from FHLB
    
    
    1,417,718
    
    
    
    50,942
    
    
    
    3.59
    
    
    
    1,379,106
    
    
    
    73,256
    
    
    
    5.31
    
    
    
    1,265,772
    
    
    
    66,492
    
    
    
    5.25Subordinated debentures and
notes payable
    
    
    26,004
    
    
    
    1,733
    
    
    
    6.66
    
    
    
    28,946
    
    
    
    2,498
    
    
    
    8.63
    
    
    
    66,287
    
    
    
    5,513
    
    
    
    8.32Total interest bearing liabilities
    
    
    4,683,489
    
    
    
    119,637
    
    
    
    2.55
    
    
    
    4,629,819
    
    
    
    170,059
    
    
    
    3.67
    
    
    
    4,377,033
    
    
    
    146,273
    
    
    
    3.34Non-interest bearing liabilitiesDemand deposit and escrow accounts
    
    
    828,825
    
    
    
    
    
    
    
    
    
    
    
    946,356
    
    
    
    
    
    
    
    
    
    
    
    1,056,254Other liabilities
    
    
    50,584
    
    
    
    
    
    
    
    
    
    
    
    55,683
    
    
    
    
    
    
    
    
    
    
    
    61,392Total non-interest bearing liabilities
    
    
    879,409
    
    
    
    
    
    
    
    
    
    
    
    1,002,039
    
    
    
    
    
    
    
    
    
    
    
    1,117,646Stockholders equity
    
    
    551,583
    
    
    
    
    
    
    
    
    
    
    
    568,719
    
    
    
    
    
    
    
    
    
    
    
    559,889Total liabilities and stockholders
equity
    
    $
    6,114,481
    
    
    
    
    
    
    
    
    
    
    $
    6,200,577
    
    
    
    
    
    
    
    
    
    
    $
    6,054,568Net interest income/net interest spread
    
    
    
    
    
    
    193,648
    
    
    
    3.03
    %
    
    
    
    
    
    
    206,255
    
    
    
    2.94
    %
    
    
    
    
    
    
    226,683
    
    
    
    3.31
    %Tax equivalent adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,745
    )
    
    
    
    
    
    
    
    
    
    
    (8,107
    )Capitalized interest from real estate
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    929Net interest income
    
    
    
    
    
    
    193,648
    
    
    
    
    
    
    
    
    
    
    
    199,510
    
    
    
    
    
    
    
    
    
    
    
    219,605
 45




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##### Table of Contents



For the Years EndedDecember 31, 2008
    
    December 31, 2007
    
    December 31, 2006Average
    
    Revenue/
    
    Yield/
    
    Average
    
    Revenue/
    
    Yield/
    
    Average
    
    Revenue/
    
    Yield/(Dollars are in thousands)
    
    Balance
    
    Expense
    
    Rate
    
    Balance
    
    Expense
    
    Rate
    
    Balance
    
    Expense
    
    RateMarginInterest income/average
interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.58
    %
    
    
    
    
    
    
    
    
    
    
    6.61
    %
    
    
    
    
    
    
    
    
    
    
    6.65
    %Interest expense/average
interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.13
    
    
    
    
    
    
    
    
    
    
    
    2.99
    
    
    
    
    
    
    
    
    
    
    
    2.61Tax equivalent net interest margin
    
    
    
    
    
    
    
    
    
    
    3.45
    %
    
    
    
    
    
    
    
    
    
    
    3.62
    %
    
    
    
    
    
    
    
    
    
    
    4.04
    %
 
 (a)
    
    Includes non-accruing loans(b)
    
    Average balances were based on amortized cost.(c)
    
    The tax equivalent basis is computed using a 35% tax rate. For the Year Ended December 31, 2008 Compared to the Same 2007 Period
      46




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##### Table of Contents



For the Year Ended December 31, 2007 Compared to the Same 2006 Period
       47




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##### Table of Contents



Year Ended
    
    
    
    
    
    
    
    
    
    Year EndedDecember 31, 2008
    
    December 31, 2007Compared to Year Ended
    
    Compared to Year EndedDecember 31, 2007
    
    December 31, 2006Volume (a)
    
    Rate
    
    Total
    
    Volume (a)
    
    Rate
    
    TotalIncrease (decrease) due to:Loans
    
    $
    (9,885
    )
    
    
    (57,152
    )
    
    
    (67,037
    )
    
    
    5,375
    
    
    
    (4,337
    )
    
    
    1,038Tax exempt securities
    
    
    
    
    
    
    (19,272
    )
    
    
    (19,272
    )
    
    
    (3,986
    )
    
    
    96
    
    
    
    (3,890
    )Taxable investment securities (b)
    
    
    23,652
    
    
    
    (931
    )
    
    
    22,721
    
    
    
    4,373
    
    
    
    1,564
    
    
    
    5,937Federal funds sold
    
    
    692
    
    
    
    (133
    )
    
    
    559
    
    
    
    97
    
    
    
    76
    
    
    
    173Total earning assets
    
    
    14,459
    
    
    
    (77,488
    )
    
    
    (63,029
    )
    
    
    5,859
    
    
    
    (2,601
    )
    
    
    3,258Deposits:Savings
    
    
    (804
    )
    
    
    (6,761
    )
    
    
    (7,565
    )
    
    
    4,620
    
    
    
    5,003
    
    
    
    9,623NOW, money funds,
and checking
    
    
    655
    
    
    
    (8,902
    )
    
    
    (8,247
    )
    
    
    (917
    )
    
    
    6,535
    
    
    
    5,618Certificate accounts
    
    
    3,665
    
    
    
    (8,066
    )
    
    
    (4,401
    )
    
    
    5,702
    
    
    
    4,574
    
    
    
    10,276Total deposits
    
    
    3,516
    
    
    
    (23,729
    )
    
    
    (20,213
    )
    
    
    9,405
    
    
    
    16,112
    
    
    
    25,517Securities sold under
agreements to repurchase
    
    
    (1,002
    )
    
    
    (6,128
    )
    
    
    (7,130
    )
    
    
    (5,588
    )
    
    
    108
    
    
    
    (5,480
    )Advances from FHLB
    
    
    1,387
    
    
    
    (23,701
    )
    
    
    (22,314
    )
    
    
    6,020
    
    
    
    744
    
    
    
    6,764Subordinated debentures
    
    
    (196
    )
    
    
    (569
    )
    
    
    (765
    )
    
    
    (3,222
    )
    
    
    207
    
    
    
    (3,015
    )189
    
    
    
    (30,398
    )
    
    
    (30,209
    )
    
    
    (2,790
    )
    
    
    1,059
    
    
    
    (1,731
    )Total interest bearing liabilities
    
    
    3,705
    
    
    
    (54,127
    )
    
    
    (50,422
    )
    
    
    6,615
    
    
    
    17,171
    
    
    
    23,786Change in tax equivalent
interest income
    
    $
    10,754
    
    
    
    (23,361
    )
    
    
    (12,607
    )
    
    
    (756
    )
    
    
    (19,772
    )
    
    
    (20,528
    )
 
 (a)
    
    Changes attributable to rate/volume have been allocated to volume.(b)
    
    Average balances were based on amortized cost.  48




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##### Table of Contents



BankAtlantics Allowance for Loan Losses
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Balance,
beginning of period Charge-offs:
    
    $
    94,020
    
    
    
    43,602
    
    
    
    41,192
    
    
    
    46,010
    
    
    
    45,595Commercial business loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial real estate loans
    
    
    (60,057
    )
    
    
    (12,562
    )
    
    
    (7,000
    )
    
    
    
    
    
    
    (645
    )Small business
    
    
    (4,886
    )
    
    
    (2,554
    )
    
    
    (951
    )
    
    
    (764
    )
    
    
    (238
    )Consumer loans
    
    
    (28,942
    )
    
    
    (7,065
    )
    
    
    (681
    )
    
    
    (259
    )
    
    
    (585
    )Residential real estate loans
    
    
    (4,816
    )
    
    
    (461
    )
    
    
    (239
    )
    
    
    (453
    )
    
    
    (582
    )Continuing loan products
    
    
    (98,701
    )
    
    
    (22,642
    )
    
    
    (8,871
    )
    
    
    (1,476
    )
    
    
    (2,050
    )Discontinued loan products
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    (1,218
    )
    
    
    (2,026
    )Total
charge-offs Recoveries:
    
    
    (98,701
    )
    
    
    (22,642
    )
    
    
    (8,905
    )
    
    
    (2,694
    )
    
    
    (4,076
    )Commercial business loans
    
    
    7
    
    
    
    96
    
    
    
    291
    
    
    
    18
    
    
    
    536Commercial real estate loans
    
    
    
    
    
    
    304
    
    
    
    419
    
    
    
    1,471
    
    
    
    4,052Small business
    
    
    428
    
    
    
    417
    
    
    
    566
    
    
    
    899
    
    
    
    418Consumer loans
    
    
    365
    
    
    
    578
    
    
    
    536
    
    
    
    401
    
    
    
    370Residential real estate loans
    
    
    397
    
    
    
    15
    
    
    
    348
    
    
    
    65
    
    
    
    486Continuing loan products
    
    
    1,197
    
    
    
    1,410
    
    
    
    2,160
    
    
    
    2,854
    
    
    
    5,862
 49




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##### Table of Contents



For the Years Ended December 31,2008
    

    2007
    

    2006
    

    2005
    

    2004Discontinued loan products
    
    
    113
    
    
    
    808
    
    
    
    581
    
    
    
    1,637
    
    
    
    3,738Total recoveries
    
    
    1,310
    
    
    
    2,218
    
    
    
    2,741
    
    
    
    4,491
    
    
    
    9,600Net (charge-offs) recoveries
    
    
    (97,391
    )
    
    
    (20,424
    )
    
    
    (6,164
    )
    
    
    1,797
    
    
    
    5,524Provision for (recovery from) loan losses
    
    
    135,383
    
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )
    
    
    (5,109
    )Transfer specific reserves to Parent
Company
    
    
    (6,440
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, end of period
    
    $
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192
    
    
    
    46,010
    50




---



##### Table of Contents



December 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2006ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    3,173
    
    
    
    2.22
    %
    
    
    3.15
    %
    
    
    2,668
    
    
    
    2.04
    %
    
    
    2.65
    %
    
    
    2,359
    
    
    
    1.50
    %
    
    
    3.07
    %Commercial real estate
    
    
    75,850
    
    
    
    5.44
    
    
    
    30.69
    
    
    
    72,948
    
    
    
    4.51
    
    
    
    32.78
    
    
    
    24,632
    
    
    
    1.28
    
    
    
    37.54Small business
    
    
    8,133
    
    
    
    2.49
    
    
    
    7.20
    
    
    
    4,576
    
    
    
    1.44
    
    
    
    6.43
    
    
    
    4,495
    
    
    
    1.58
    
    
    
    5.57Residential real estate
    
    
    6,034
    
    
    
    0.31
    
    
    
    42.56
    
    
    
    4,177
    
    
    
    0.19
    
    
    
    43.82
    
    
    
    4,242
    
    
    
    0.20
    
    
    
    42.33Consumer  direct
    
    
    32,382
    
    
    
    4.35
    
    
    
    16.40
    
    
    
    9,651
    
    
    
    1.37
    
    
    
    14.32
    
    
    
    7,874
    
    
    
    1.34
    
    
    
    11.49Discontinued loan
products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total assigned
    
    
    125,572
    
    
    
    
    
    
    
    
    
    
    
    94,020
    
    
    
    
    
    
    
    
    
    
    
    43,602Unassigned
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A$
    125,572
    
    
    
    2.76
    
    
    
    100.00
    
    
    
    94,020
    
    
    
    1.90
    
    
    
    100.00
    
    
    
    43,602
    
    
    
    0.85
    
    
    
    100.00
 December 31, 2005
    
    
    December 31, 2004ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    1,988
    
    
    
    2.30
    %
    
    
    1.63
    %
    
    
    2,507
    
    
    
    2.94
    %
    
    
    1.59
    %Commercial real estate
    
    
    17,984
    
    
    
    0.75
    
    
    
    45.20
    
    
    
    23,345
    
    
    
    0.92
    
    
    
    47.28Small business
    
    
    2,640
    
    
    
    1.12
    
    
    
    4.43
    
    
    
    2,403
    
    
    
    1.26
    
    
    
    3.55Residential real estate
    
    
    2,592
    
    
    
    0.13
    
    
    
    38.53
    
    
    
    2,565
    
    
    
    0.12
    
    
    
    38.57
 51




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##### Table of Contents



December 31, 2005
    
    
    December 31, 2004ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansConsumer  direct
    
    
    6,354
    
    
    
    1.17
    
    
    
    10.19
    
    
    
    4,281
    
    
    
    0.90
    
    
    
    8.86Discontinued loan
products
    
    
    156
    
    
    
    12.92
    
    
    
    0.02
    
    
    
    1,431
    
    
    
    17.27
    
    
    
    0.15Total assigned
    
    
    31,714
    
    
    
    
    
    
    
    
    
    
    
    36,532Unassigned
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A$
    41,192
    
    
    
    0.78
    
    
    
    100.00
    
    
    
    46,010
    
    
    
    0.86
    
    
    
    100.00
      52




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53




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##### Table of Contents



BankAtlantics Non-performing Assets and Potential Problem Loans
 December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004NONPERFORMING ASSETSTax certificates
    
    $
    1,441
    
    
    
    2,094
    
    
    
    632
    
    
    
    388
    
    
    
    381Residential
    
    
    34,734
    
    
    
    8,678
    
    
    
    2,629
    
    
    
    5,981
    
    
    
    5,538Commercial (2)(3)
    
    
    161,947
    
    
    
    165,818
    
    
    
    
    
    
    
    340
    
    
    
    1,067Small business
    
    
    4,644
    
    
    
    877
    
    
    
    244
    
    
    
    9
    
    
    
    88Consumer
    
    
    6,763
    
    
    
    3,218
    
    
    
    1,563
    
    
    
    471
    
    
    
    1,210Total non-accrual assets
    
    
    209,529
    
    
    
    180,685
    
    
    
    5,068
    
    
    
    7,189
    
    
    
    8,284Residential real estate owned
    
    
    2,285
    
    
    
    413
    
    
    
    617
    
    
    
    86
    
    
    
    309Commercial real estate owned
    
    
    16,500
    
    
    
    16,763
    
    
    
    21,130
    
    
    
    881
    
    
    
    383Small business real estate owned
    
    
    260
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    Total repossessed assets
    
    
    19,045
    
    
    
    17,216
    
    
    
    21,747
    
    
    
    967
    
    
    
    692Total nonperforming assets
    
    $
    228,574
    
    
    
    197,901
    
    
    
    26,815
    
    
    
    8,156
    
    
    
    8,976Total nonperforming assets as
a percentage of:Total assets
    
    
    4.00
    
    
    
    3.21
    
    
    
    0.43
    
    
    
    0.13
    
    
    
    0.15
    %Loans, tax certificates and
real estate owned
    
    
    4.95
    
    
    
    4.10
    
    
    
    0.55
    
    
    
    0.17
    
    
    
    0.19
    %TOTAL ASSETS
    
    $
    5,713,690
    
    
    
    6,161,962
    
    
    
    6,187,122
    
    
    
    6,109,330
    
    
    
    6,044,988TOTAL LOANS, TAX CERTIFICATES
AND NET REAL ESTATE OWNED
    
    $
    4,614,892
    
    
    
    4,823,825
    
    
    
    4,903,961
    
    
    
    4,830,268
    
    
    
    4,771,682Allowance for loan losses
    
    $
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192
    
    
    
    46,010Tax certificates
    
    $
    213,534
    
    
    
    188,401
    
    
    
    199,090
    
    
    
    166,697
    
    
    
    170,028Allowance for tax certificate losses
    
    $
    6,064
    
    
    
    3,289
    
    
    
    3,699
    
    
    
    3,271
    
    
    
    3,297
 54




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##### Table of Contents



December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004OTHER POTENTIAL PROBLEM
LOANSContractually past due 90 days
or more (1)
    
    $
    15,721
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Performing impaired loans
    
    
    
    
    
    
    
    
    
    
    163
    
    
    
    193
    
    
    
    320Restructured loans
    
    
    25,843
    
    
    
    2,488
    
    
    
    
    
    
    
    77
    
    
    
    24TOTAL POTENTIAL
PROBLEM LOANS
    
    $
    41,564
    
    
    
    2,488
    
    
    
    163
    
    
    
    270
    
    
    
    344
 
 (1)
    
    The majority of these loans have matured and the borrower continues to make payments under
the matured loan agreement.(2)
    
    $121.9 million of impaired loans had specific reserves of $29.2 million and no
additional specific reserves were determined to be required on the remaining impaired
loans.(3)
    
    Excluded from the above table as of December 31, 2008 were $79.3 million of
residential commercial loans that were transferred to a work-out subsidiary of the Parent
Company in March 2008.        BankAtlantics Non- Interest Income
 55




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##### Table of Contents



For the Years Ended
    
    Change
    
    ChangeDecember 31,
    
    2008 vs
    
    2007 vs2008
    
    2007
    
    2006
    
    2007
    
    2006Service charges on deposits
    
    $
    93,905
    
    
    
    102,639
    
    
    
    90,472
    
    
    
    (8,734
    )
    
    
    12,167Other service charges and fees
    
    
    28,959
    
    
    
    28,950
    
    
    
    27,542
    
    
    
    9
    
    
    
    1,408Securities activities, net
    
    
    2,395
    
    
    
    2,307
    
    
    
    657
    
    
    
    88
    
    
    
    1,650Income from unconsolidated subsidiaries
    
    
    1,509
    
    
    
    1,219
    
    
    
    33
    
    
    
    290
    
    
    
    1,186Gains associated with debt redemption
    
    
    
    
    
    
    
    
    
    
    1,528
    
    
    
    
    
    
    
    (1,528
    )(Losses) gains on dispositions of office
properties and equipment, net
    
    
    (213
    )
    
    
    (1,121
    )
    
    
    1,627
    
    
    
    908
    
    
    
    (2,748
    )Gains on sales of loans
    
    
    265
    
    
    
    494
    
    
    
    680
    
    
    
    (229
    )
    
    
    (186
    )Other
    
    
    10,488
    
    
    
    9,924
    
    
    
    9,305
    
    
    
    564
    
    
    
    619Non-interest income
    
    $
    137,308
    
    
    
    144,412
    
    
    
    131,844
    
    
    
    (7,104
    )
    
    
    12,568
      56




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##### Table of Contents



BankAtlantics Non- Interest Expense
  57




---



##### Table of Contents



For the Years Ended
    
    Change
    
    ChangeDecember 31,
    
    2008 vs
    
    2007 vs2008
    
    2007
    
    2006
    
    2007
    
    2006Employee compensation and benefits
    
    $
    125,851
    
    
    
    148,758
    
    
    
    146,099
    
    
    
    (22,907
    )
    
    
    2,659Occupancy and equipment
    
    
    64,774
    
    
    
    65,840
    
    
    
    57,291
    
    
    
    (1,066
    )
    
    
    8,549Advertising and promotion
    
    
    16,056
    
    
    
    19,684
    
    
    
    34,659
    
    
    
    (3,628
    )
    
    
    (14,975
    )Check losses
    
    
    8,767
    
    
    
    11,476
    
    
    
    8,615
    
    
    
    (2,709
    )
    
    
    2,861Professional fees
    
    
    10,979
    
    
    
    8,266
    
    
    
    7,653
    
    
    
    2,713
    
    
    
    613Supplies and postage
    
    
    4,580
    
    
    
    6,078
    
    
    
    6,833
    
    
    
    (1,498
    )
    
    
    (755
    )Telecommunication
    
    
    4,430
    
    
    
    5,552
    
    
    
    4,774
    
    
    
    (1,122
    )
    
    
    778Amortization of intangible assets
    
    
    1,359
    
    
    
    1,437
    
    
    
    1,561
    
    
    
    (78
    )
    
    
    (124
    )Cost associated with debt
redemption
    
    
    1,238
    
    
    
    
    
    
    
    1,457
    
    
    
    1,238
    
    
    
    (1,457
    )Provision for tax certificates
    
    
    7,286
    
    
    
    300
    
    
    
    300
    
    
    
    6,986
    
    
    
    Restructuring charges, impairments
and exit activities
    
    
    7,395
    
    
    
    8,351
    
    
    
    
    
    
    
    (956
    )
    
    
    8,351Impairment of real estate held
for sale
    
    
    1,169
    
    
    
    5,240
    
    
    
    
    
    
    
    (4,071
    )
    
    
    5,240Impairment of real estate owned
    
    
    1,465
    
    
    
    7,299
    
    
    
    9
    
    
    
    (5,834
    )
    
    
    7,290Impairment of goodwill
    
    
    48,284
    
    
    
    
    
    
    
    
    
    
    
    48,284
    
    
    
    Other
    
    
    26,990
    
    
    
    25,617
    
    
    
    24,197
    
    
    
    1,373
    
    
    
    1,420Total non-interest expense
    
    $
    330,623
    
    
    
    313,898
    
    
    
    293,448
    
    
    
    16,725
    
    
    
    20,450
    58




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##### Table of Contents



59




---



##### Table of Contents



BankAtlantics Provision for Income Taxes
 60




---



##### Table of Contents



For the Years Ended
    
    Change
    
    ChangeDecember 31,
    
    2008 vs
    
    2007 vs($ in thousands)
    
    2008
    
    2007
    
    2006
    
    2007
    
    2006(Loss) income before income
taxes
    
    $
    (135,050
    )
    
    
    (40,818
    )
    
    
    49,427
    
    
    
    (94,232
    )
    
    
    (90,245
    )(Provision) benefit for
income taxes
    
    
    (31,094
    )
    
    
    21,378
    
    
    
    (13,105
    )
    
    
    (52,472
    )
    
    
    34,483BankAtlantic net (loss) income
    
    $
    (166,144
    )
    
    
    (19,440
    )
    
    
    36,322
    
    
    
    (146,704
    )
    
    
    (55,762
    )Effective tax rate
    
    
    -23.02
    %
    
    
    52.37
    %
    
    
    26.51
    %
   61




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##### Table of Contents



Parent Company Results of Operations
  For the Years Ended
    
    Change
    
    ChangeDecember 31,
    
    2008 vs
    
    2007 vs2008
    
    2007
    
    2006
    
    2007
    
    2006Net interest income (expense):Interest income on loans
    
    $
    261
    
    
    
    
    
    
    
    
    
    
    
    261
    
    
    
    Interest and dividend income
on investments
    
    
    1,184
    
    
    
    2,320
    
    
    
    2,448
    
    
    
    (1,136
    )
    
    
    (128
    )Interest expense on Junior
subordinated debentures
    
    
    (21,262
    )
    
    
    (23,054
    )
    
    
    (21,933
    )
    
    
    1,792
    
    
    
    (1,121
    )Net interest (expense)
    
    
    (19,817
    )
    
    
    (20,734
    )
    
    
    (19,485
    )
    
    
    917
    
    
    
    (1,249
    )Provision for loan losses
    
    
    (24,418
    )
    
    
    
    
    
    
    
    
    
    
    (24,418
    )
    
    
    Net interest (expense) after
provision
    
    
    (44,235
    )
    
    
    (20,734
    )
    
    
    (19,485
    )
    
    
    (23,501
    )
    
    
    (1,249
    )Non-interest income:Income from unconsolidated
subsidiaries
    
    
    600
    
    
    
    1,281
    
    
    
    1,634
    
    
    
    (681
    )
    
    
    (353
    )Securities activities, net
    
    
    (356
    )
    
    
    6,105
    
    
    
    9,156
    
    
    
    (6,461
    )
    
    
    (3,051
    )Other income
    
    
    1,027
    
    
    
    824
    
    
    
    23
    
    
    
    203
    
    
    
    801Non-interest income
    
    
    1,271
    
    
    
    8,210
    
    
    
    10,813
    
    
    
    (6,939
    )
    
    
    (2,603
    )Non-interest expense:Employee compensation and benefits
    
    
    3,046
    
    
    
    2,421
    
    
    
    4,705
    
    
    
    625
    
    
    
    (2,284
    )Advertising and promotion
    
    
    279
    
    
    
    317
    
    
    
    408
    
    
    
    (38
    )
    
    
    (91
    )Professional fees
    
    
    1,782
    
    
    
    424
    
    
    
    638
    
    
    
    1,358
    
    
    
    (214
    )Other
    
    
    3,634
    
    
    
    1,080
    
    
    
    1,028
    
    
    
    2,554
    
    
    
    52Non-interest expense
    
    
    8,741
    
    
    
    4,242
    
    
    
    6,779
    
    
    
    4,499
    
    
    
    (2,537
    )Loss before income taxes
    
    
    (51,705
    )
    
    
    (16,766
    )
    
    
    (15,451
    )
    
    
    (34,939
    )
    
    
    (1,315
    )(Provision) benefit for income
taxes
    
    
    (1,395
    )
    
    
    6,194
    
    
    
    6,008
    
    
    
    (7,589
    )
    
    
    186Parent Company loss
    
    $
    (53,100
    )
    
    
    (10,572
    )
    
    
    (9,443
    )
    
    
    (42,528
    )
    
    
    (1,129
    )
    62




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##### Table of Contents



(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
  December 31,(in thousands)
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    22,019Land acquisition and development
    
    
    16,759Land acquisition, development and
Construction
    
    
    29,163Total commercial residential real estate
    
    
    67,941Commercial non-residential real estate
    
    
    11,386Total non-accrual loans
    
    
    79,327Allowance for loan losses  specific reserves
    
    
    (11,685
    )Non-accrual loans, net
    
    $
    67,642
  63




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64




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##### Table of Contents



BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Higher cash and due from depository institution balances resulting from additional
cash at automated teller machines and cash on hand;
    
    Increase in federal funds sold and short term investments associated with daily
treasury management;
    
    Decrease in securities available for sale and 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 primarily resulting from the sale of Stifel
common stock and certain private equity securities;
    
    Increase in tax certificate balances primarily due to higher Florida tax certificate acquisitions;
    
    Decline in FHLB stock related to lower FHLB advance borrowings;
    
    Decrease in loan receivable balances associated with a $43.2 million increase in the
allowance for loan losses as well as lower residential loan balances partially offset by
higher small business, commercial business 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 office properties and equipment primarily due to the sale of five central
Florida stores to an unrelated financial institution as well as the disposal of
properties in connection with the on-going consolidation of back-office facilities;
    
    Decrease in deferred tax asset, net due to the establishment of a deferred tax asset
valuation allowance;
    
    Decrease in goodwill associated with the recognition of a $48.3 million goodwill
impairment; and
    
    Decline in other assets reflecting the receipt of income tax refunds associated with
the carry-back of taxable losses for the year ended December 31, 2007.
 65




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##### Table of Contents




    
    Lower non-interest-bearing deposit balances primarily reflecting the migration of
non-interest bearing deposits to interest-bearing NOW accounts as BankAtlantic promoted
higher interest rate NOW accounts during 2008 in response to greater competition;
    
    Decline in insured savings and money market accounts primarily reflecting deposit
outflows resulting from interest rate reductions on high yield account products as
high rates from prior period promotions were discontinued;
    
    Increase in certificate accounts reflecting higher brokered deposit balances as well
as a higher interest rate certificate account promotion during 2008;
    
    Lower FHLB advance borrowings due to a decline in total assets and the availability
of alternative funding sources at lower interest rates;
    
    Higher short-term borrowings associated with funds obtained from the Treasury at
lower interest rates than alternate funding sources; and
    
    Decrease in other liabilities primarily resulting from a decline in accrued interest
payable on borrowings associated with significantly lower interest rates at period end.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc.
   66




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As of December 31, 2008Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    Estimated(in thousands)
    
    Value
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    
    $
    37,116
    
    
    
    
    
    
    
    
    
    
    
    37,116Equity securities
    
    
    1,597
    
    
    
    
    
    
    
    
    
    
    
    1,597Private investment
securities
    
    
    2,036
    
    
    
    467
    
    
    
    
    
    
    
    2,503Total
    
    $
    40,749
    
    
    
    467
    
    
    
    
    
    
    
    41,216
     67




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BankAtlantic
     68




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69




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As ofDecember 31,
    
    
    
    
    
    For the Period Ending December 31, (1)2008
    
    2009
    
    2010-2011
    
    2012-2016
    
    2017-2021
    
    2022-2026
    
    >2027Commercial real estate
    
    $
    1,449,620
    
    
    
    665,220
    
    
    
    309,179
    
    
    
    316,651
    
    
    
    94,982
    
    
    
    60,879
    
    
    
    2,709Residential real estate
    
    
    1,933,077
    
    
    
    40,286
    
    
    
    5,861
    
    
    
    30,506
    
    
    
    265,104
    
    
    
    81,892
    
    
    
    1,509,428Consumer and home
equity
    
    
    745,086
    
    
    
    1,384
    
    
    
    5,861
    
    
    
    297,845
    
    
    
    370,009
    
    
    
    69,987
    
    
    
    Commercial business
    
    
    251,248
    
    
    
    120,903
    
    
    
    43,983
    
    
    
    81,387
    
    
    
    4,428
    
    
    
    547
    
    
    
    Total loans
    
    $
    4,379,031
    
    
    
    827,793
    
    
    
    364,884
    
    
    
    726,389
    
    
    
    734,523
    
    
    
    213,305
    
    
    
    1,512,137Total securities
available
for sale (1)
    
    $
    699,474
    
    
    
    
    
    
    
    277
    
    
    
    330
    
    
    
    36,850
    
    
    
    128,162
    
    
    
    533,855
 
 (1)
    
    Does not include $2.4 million of equity securities.  Commercial
    
    Real EstateBusiness
    
    Construction
    
    TotalOne year or less
    
    $
    215,440
    
    
    
    291,441
    
    
    
    506,881Over one year, but less than five years
    
    
    31,909
    
    
    
    9,084
    
    
    
    40,993Over five years
    
    
    3,899
    
    
    
    
    
    
    
    3,899$
    251,248
    
    
    
    300,525
    
    
    
    551,773Due After One Year:Pre-determined interest rate
    
    $
    35,808
    
    
    
    9,084
    
    
    
    44,892Floating or adjustable interest rate
    
    
    
    
    
    
    
    
    
    
    $
    35,808
    
    
    
    9,084
    
    
    
    44,892
  Florida
    
    
    60
    %Eastern U.S.A.
    
    
    21
    %Western U.S.A.
    
    
    15
    %Central U.S.A
    
    
    4
    %100
    %
   70




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Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt December 31, 2008:Total risk-based capital
    
    $
    456,776
    
    
    
    11.63
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    385,006
    
    
    
    9.80
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    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
   Consolidated Cash Flows
  For the Years Ended December 31,2008
    
    2007
    
    2006Net cash provided by (used in):Operating activities
    
    $
    75,447
    
    
    
    40,928
    
    
    
    3,359Investing activities
    
    
    281,186
    
    
    
    (22,066
    )
    
    
    (205,891
    )Financing activities
    
    
    (322,250
    )
    
    
    (30,183
    )
    
    
    174,460Increase (decrease) in cash and cash
equivalents
    
    $
    34,383
    
    
    
    (11,321
    )
    
    
    (28,072
    )
   71




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Off Balance Sheet Arrangements, Contractual Obligations and Loan Commitments
  Amount of Commitment Expiration Per PeriodTotalCommercial
    
    Amounts
    
    Less than
    
    
    
    
    
    
    
    
    
    After 5Commitments
    
    Committed
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsLines of credit
    
    $
    501,431
    
    
    
    70,642
    
    
    
    
    
    
    
    
    
    
    
    430,789Standby letters of credit
    
    
    20,558
    
    
    
    20,558
    
    
    
    
    
    
    
    
    
    
    
    Other commercial
commitments
    
    
    41,368
    
    
    
    41,368
    
    
    
    
    
    
    
    
    
    
    
    Total commercial
commitments
    
    $
    563,357
    
    
    
    132,568
    
    
    
    
    
    
    
    
    
    
    
    430,789
     72




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Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    1,338,176
    
    
    
    1,229,144
    
    
    
    65,640
    
    
    
    43,377
    
    
    
    15Long-term debt
    
    
    317,059
    
    
    
    
    
    
    
    22,000
    
    
    
    864
    
    
    
    294,195Advances from FHLB (1)
    
    
    967,028
    
    
    
    565,000
    
    
    
    402,028
    
    
    
    
    
    
    
    Operating lease obligations held
for sublease
    
    
    30,729
    
    
    
    1,241
    
    
    
    3,657
    
    
    
    2,403
    
    
    
    23,428Operating lease obligations held
for use
    
    
    74,369
    
    
    
    7,983
    
    
    
    11,635
    
    
    
    9,562
    
    
    
    45,189Pension obligation
    
    
    17,340
    
    
    
    1,269
    
    
    
    2,995
    
    
    
    3,229
    
    
    
    9,847Other obligations
    
    
    20,056
    
    
    
    2,956
    
    
    
    5,900
    
    
    
    6,400
    
    
    
    4,800Total contractual cash obligations
    
    $
    2,764,757
    
    
    
    1,807,593
    
    
    
    513,855
    
    
    
    65,835
    
    
    
    377,474
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities        73




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Critical Accounting Policies
  Allowance for loan losses
    74




---



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Valuation of investment securities
   75




---



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Other-than-Temporary Impairment of Securities.
  76




---



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Impairment of Goodwill and Long Lived Assets
      77




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##### Table of Contents




    
    recent data observed in the market, including similar assets,
    
    cash flow modeling based on projected cash flows and market discount rates , and
    
    estimated fair value of the underlying loan collateral
    Accounting for Deferred Tax Asset Valuation Allowance
   78




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Dividends
  Impact of Inflation
   79




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Consolidated Market Risk
  Consolidated Interest Rate Risk
  BankAtlantic Repricing Gap TableAs of December 31, 20081 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalInterest earning assets:Loans:Residential loans (1)Fixed rate
    
    $
    221,281
    
    
    
    127,914
    
    
    
    65,996
    
    
    
    236,071
    
    
    
    651,262Hybrids ARM less than 5 years
    
    
    64,444
    
    
    
    40,703
    
    
    
    6,118
    
    
    
    
    
    
    
    111,265Hybrids ARM more than 5 years
    
    
    441,458
    
    
    
    274,155
    
    
    
    201,044
    
    
    
    261,715
    
    
    
    1,178,372Commercial loans
    
    
    989,437
    
    
    
    138,406
    
    
    
    110,131
    
    
    
    130,512
    
    
    
    1,368,486Small business loans
    
    
    207,950
    
    
    
    83,499
    
    
    
    26,676
    
    
    
    8,155
    
    
    
    326,280Consumer
    
    
    712,714
    
    
    
    7,578
    
    
    
    4,626
    
    
    
    21,730
    
    
    
    746,648Total loans
    
    
    2,637,284
    
    
    
    672,255
    
    
    
    414,591
    
    
    
    658,183
    
    
    
    4,382,313Investment securitiesMortgage backed securities
    
    
    210,711
    
    
    
    133,679
    
    
    
    79,576
    
    
    
    263,626
    
    
    
    687,592Taxable investment securities
    
    
    75,412
    
    
    
    250
    
    
    
    
    
    
    
    12,761
    
    
    
    88,423Tax certificates
    
    
    213,534
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    213,534Total investment securities
    
    
    499,657
    
    
    
    133,929
    
    
    
    79,576
    
    
    
    276,387
    
    
    
    989,549Total interest earning assets
    
    
    3,136,941
    
    
    
    806,184
    
    
    
    494,167
    
    
    
    934,570
    
    
    
    5,371,862Total non-earning assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    341,828
    
    
    
    341,828
 80




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##### Table of Contents



BankAtlantic Repricing Gap TableAs of December 31, 20081 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalTotal assets
    
    $
    3,136,941
    
    
    
    806,184
    
    
    
    494,167
    
    
    
    1,276,398
    
    
    
    5,713,690Total interest bearing liabilities
    
    $
    2,949,420
    
    
    
    658,713
    
    
    
    243,834
    
    
    
    1,368,893
    
    
    
    5,220,860Non-interest bearing liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    492,830
    
    
    
    492,830Total non-interest bearing
liabilities
and equity
    
    $
    2,949,420
    
    
    
    658,713
    
    
    
    243,834
    
    
    
    1,861,723
    
    
    
    5,713,690GAP (repricing difference)
    
    $
    187,521
    
    
    
    147,471
    
    
    
    250,333
    
    
    
    (434,323
    )Cumulative GAP
    
    $
    187,521
    
    
    
    334,992
    
    
    
    585,325
    
    
    
    151,002Repricing Percentage
    
    
    3.28
    %
    
    
    2.58
    %
    
    
    4.38
    %
    
    
    -7.60
    %Cumulative Percentage
    
    
    3.28
    %
    
    
    5.86
    %
    
    
    10.24
    %
    
    
    2.64
    %
 
 (1)
    
    Hybrid adjustable rate mortgages (ARM) earn fixed rates for designated periods and
adjust annually thereafter based on the one year U.S. Treasury note rate.  Year Ending December 31,
    
    Amount (1)2009
    
    $
    44,8352010
    
    
    41,4132011
    
    
    85,4082012
    
    
    81,1912013
    
    
    163,330Thereafter
    
    
    563,436Total interest only loans
    
    $
    979,613
 
 (1)
    
    The above table assumes no prepayments.    81




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##### Table of Contents



i.
    
    Calculating interest income and interest expense from existing assets and
liabilities using current repricing, prepayment and volume assumptions,ii.
    
    Estimating the change in expected net interest income based on instantaneous and
parallel shifts in the yield curve to determine the effect on net interest income; andiii.
    
    Calculating the percentage change in net interest income calculated in (i) and (ii).
   
    
    Interest rates,
    
    Loan prepayment rates,
    
    Deposit decay rates,
    
    Re-pricing of certain borrowings
    
    Reinvestment in earning assets.
 82




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      Fixed rate mortgages
    
    
    20
    %      Fixed rate securities
    
    
    20
    %      Tax certificates
    
    
    10
    %      Adjustable rate mortgages
    
    
    27
    %      Adjustable rate securities
    
    
    36
    %
  Within
    
    1-3
    
    3-5
    
    Over 51 Year
    
    Years
    
    Years
    
    YearsMoney fund savings accounts decay rates
    
    
    17
    %
    
    
    17
    %
    
    
    16
    %
    
    
    14
    %NOW and savings accounts decay rates
    
    
    37
    %
    
    
    32
    %
    
    
    17
    %
    
    
    17
    %
  As of December 31, 2008NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    191,139
    
    
    
    -3.99
    %+100 bp
    
    
    198,441
    
    
    
    -0.32
    %0

    
    
    
    199,086
    
    
    
    -100 bp
    
    
    196,893
    
    
    
    -1.10
    %-200 bp
    
    
    193,138
    
    
    
    -2.99
    %
 As of December 31, 2007NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    187,031
    
    
    
    -7.96
    %+100 bp
    
    
    198,147
    
    
    
    -2.38
    %0

    
    
    
    202,876
    
    
    
    -100 bp
    
    
    203,331
    
    
    
    0.23
    %-200 bp
    
    
    204,354
    
    
    
    0.74
    %
  83




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageManagement Report on Internal Controls over Financial Reporting
    
    F-2Report of Independent Registered Certified Public Accounting Firm  PricewaterhouseCoopers LLP
    
    F-3Consolidated Statements of Financial Condition as of December 31, 2008 and 2007
    
    F-5Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 2008
    
    F-6Consolidated Statements of Stockholders Equity and Comprehensive Income for each of the
Years in the three year period ended December 31, 2008
    
    F-8Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 2008
    
    F-11Notes to Consolidated Financial Statements
    
    F-14




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated
Framework
 /s/ Alan B. Levan

Alan B. LevanChairman, and Chief Executive Officer/s/ Valerie C. ToalsonValerie C. ToalsonExecutive Vice PresidentChief Financial OfficerMarch 16, 2009
 F-2




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##### Table of Contents



Report of Independent Registered Certified Public Accounting Firm
 
 Internal Control  Integrated Framework
  F-3




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F-4




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 December 31,(In thousands, except share data)
    
    2008
    
    
    2007ASSETSCash and due from depository institutions (See Note 21)
    
    $
    127,780
    
    
    
    118,943Federal funds sold and other short-term investments (See Note 6)
    
    
    31,177
    
    
    
    5,631Securities available for sale (at fair value) (See Notes 7,15,16)
    
    
    701,845
    
    
    
    925,363Financial instruments accounted for at fair value (See Note 3, 25)
    
    
    
    
    
    
    10,661Investment securities at cost or amortized cost (approximate
fair value: $2,503 and $44,688) (See Notes 3,8)
    
    
    2,036
    
    
    
    39,617Tax certificates net of allowance of $6,064 and $3,289 (See Note 9)
    
    
    213,534
    
    
    
    188,401Federal Home Loan Bank stock, at cost which approximates
fair value (See Notes 14 and 21)
    
    
    54,607
    
    
    
    74,003Residential loans held for sale (See Notes 10, 14 )
    
    
    3,461
    
    
    
    4,087Loans receivable, net of allowance for loan
losses of $137,257 and $94,020 (See Notes 10,14,15,17)
    
    
    4,323,190
    
    
    
    4,520,101Accrued interest receivable (See Note 11)
    
    
    41,817
    
    
    
    46,271Real estate held for development and sale (See Note 27)
    
    
    18,383
    
    
    
    33,741Real estate owned (See Note 10)
    
    
    19,045
    
    
    
    17,216Investments in unconsolidated subsidiaries (See Note 28)
    
    
    10,552
    
    
    
    13,083Office properties and equipment, net (See Note 12)
    
    
    216,978
    
    
    
    243,863Deferred tax asset, net (See Note 19)
    
    
    
    
    
    
    32,064Goodwill (See Notes 1,5)
    
    
    22,205
    
    
    
    70,490Core deposit intangible asset, net (See Note 1)
    
    
    4,039
    
    
    
    5,396Other assets (See Notes 3,17, 20)
    
    
    23,908
    
    
    
    29,886Total assets
    
    $
    5,814,557
    
    
    
    6,378,817LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    3,184,677
    
    
    
    3,129,194Non-interest bearing deposits
    
    
    741,691
    
    
    
    824,211Total deposits (See Note 13)
    
    
    3,926,368
    
    
    
    3,953,405Advances from FHLB (See Note 14)
    
    
    967,028
    
    
    
    1,397,044Securities sold under agreements to repurchase (See Note 16)
    
    
    46,084
    
    
    
    58,265Federal funds purchased and other short term borrowings (See Note 15)
    
    
    238,339
    
    
    
    108,975Subordinated debentures and mortgage-backed bonds (See Note 17)
    
    
    22,864
    
    
    
    26,654Junior subordinated debentures (See Note 17)
    
    
    294,195
    
    
    
    294,195Other liabilities (See Note 4)
    
    
    75,711
    
    
    
    80,958Total liabilities
    
    
    5,570,589
    
    
    
    5,919,496Commitments and contingencies (See Note 21)Stockholders equity:Preferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Class A common stock, $.01 par value, authorized 80,000,000
shares; issued and outstanding 10,258,057 and 10,239,235 shares
    
    
    103
    
    
    
    103Class B common stock, $.01 par value, authorized 45,000,000
shares; issued and outstanding 975,225 and 975,225 shares
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    218,974
    
    
    
    217,140Retained earnings
    
    
    32,667
    
    
    
    236,150Total stockholders equity before accumulated
other comprehensive (loss) income
    
    
    251,754
    
    
    
    453,403Accumulated other comprehensive (loss) income
    
    
    (7,786
    )
    
    
    5,918Total stockholders equity
    
    
    243,968
    
    
    
    459,321Total liabilities and stockholders equity
    
    $
    5,814,557
    
    
    
    6,378,817
  F-5




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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,(In thousands, except share and per share data)
    
    2008
    
    
    2007
    
    
    2006Interest income:Interest and fees on loans
    
    $
    247,222
    
    
    
    313,998
    
    
    
    312,960Interest and dividends on taxable securities
    
    
    45,127
    
    
    
    28,631
    
    
    
    23,640Interest on tax exempt securities
    
    
    14
    
    
    
    12,700
    
    
    
    15,289Interest on tax certificates
    
    
    22,153
    
    
    
    16,304
    
    
    
    15,288Total interest income
    
    
    314,516
    
    
    
    371,633
    
    
    
    367,177Interest expense:Interest on deposits (See Note 13)
    
    
    64,263
    
    
    
    84,476
    
    
    
    58,959Interest on advances from FHLB
    
    
    50,942
    
    
    
    73,256
    
    
    
    66,492Interest on securities sold under agreements to
repurchase and short-term borrowings
    
    
    2,485
    
    
    
    9,573
    
    
    
    15,089Interest on secured borrowings
    
    
    
    
    
    
    
    
    
    
    2,401Interest on subordinated debentures, bonds
and junior subordinated debentures
    
    
    22,995
    
    
    
    25,552
    
    
    
    25,045Capitalized interest on real estate development
    
    
    
    
    
    
    
    
    
    
    (929
    )Total interest expense
    
    
    140,685
    
    
    
    192,857
    
    
    
    167,057Net interest income
    
    
    173,831
    
    
    
    178,776
    
    
    
    200,120Provision for loan losses (See Note 10)
    
    
    159,801
    
    
    
    70,842
    
    
    
    8,574Net interest income after provision for
loan losses
    
    
    14,030
    
    
    
    107,934
    
    
    
    191,546Non-interest income:Service charges on deposits
    
    
    93,905
    
    
    
    102,639
    
    
    
    90,472Other service charges and fees
    
    
    28,959
    
    
    
    28,950
    
    
    
    27,542Securities activities, net (See Note 7)
    
    
    2,039
    
    
    
    8,412
    
    
    
    9,813Income from unconsolidated subsidiaries (See Note 28)
    
    
    2,109
    
    
    
    2,500
    
    
    
    1,667Gains associated with debt redemption (See Note 14)
    
    
    
    
    
    
    
    
    
    
    1,528(Losses) gains on dispositions of office properties
and equipment, net
    
    
    (213
    )
    
    
    (1,121
    )
    
    
    1,627Other
    
    
    10,765
    
    
    
    10,452
    
    
    
    9,967Total non-interest income
    
    
    137,564
    
    
    
    151,832
    
    
    
    142,616Non-interest expense:Employee compensation and benefits (See Notes 18,20)
    
    
    128,897
    
    
    
    151,178
    
    
    
    150,804Occupancy and equipment (See Note 12)
    
    
    64,782
    
    
    
    65,851
    
    
    
    57,308Advertising and promotion
    
    
    16,335
    
    
    
    20,002
    
    
    
    35,067Check losses
    
    
    8,767
    
    
    
    11,476
    
    
    
    8,615Professional fees
    
    
    12,761
    
    
    
    8,690
    
    
    
    8,291Supplies and postage
    
    
    4,662
    
    
    
    6,146
    
    
    
    6,853Telecommunication
    
    
    4,452
    
    
    
    5,571
    
    
    
    4,785Cost associated with debt redemption (See Note 14)
    
    
    1,238
    
    
    
    
    
    
    
    1,457Provision for tax certificates (See Note 9)
    
    
    7,286
    
    
    
    300
    
    
    
    300Restructuring charges and exit activities (See Note 4)
    
    
    7,395
    
    
    
    8,351
    
    
    
    Impairment of goodwill (See Note 5)
    
    
    48,284
    
    
    
    
    
    
    
    Impairment of real estate held for sale (See Note 27)
    
    
    1,169
    
    
    
    5,240
    
    
    
    Impairment of real estate owned (See Note 10)
    
    
    1,465
    
    
    
    7,299
    
    
    
    9Other
    
    
    30,856
    
    
    
    27,246
    
    
    
    26,697Total non-interest expense
    
    
    338,349
    
    
    
    317,350
    
    
    
    300,186(Loss) income from continuing operations
before income taxes
    
    
    (186,755
    )
    
    
    (57,584
    )
    
    
    33,976Provision (benefit) for income taxes (See Note 19)
    
    
    32,489
    
    
    
    (27,572
    )
    
    
    7,097(Loss) income from continuing operations
    
    
    (219,244
    )
    
    
    (30,012
    )
    
    
    26,879Discontinued operations (less applicable
income taxes (benefit) of
($0), ($4,124) and ($8,001) (See Note 3, 19)
    
    
    16,605
    
    
    
    7,812
    
    
    
    (11,492
    )Net (loss) income
    
    $
    (202,639
    )
    
    
    (22,200
    )
    
    
    15,387
   F-6




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Basic (loss) earnings per share(See Note 26)Continuing operations
    
    $
    (19.53
    )
    
    $
    (2.58
    )
    
    $
    2.20Discontinued operations
    
    
    1.48
    
    
    
    0.67
    
    
    
    (0.94
    )Basic (loss) earnings per share
    
    $
    (18.05
    )
    
    $
    (1.91
    )
    
    $
    1.26Diluted (loss) earnings per share(See Note 26)Continuing operations
    
    $
    (19.53
    )
    
    $
    (2.58
    )
    
    $
    2.15Discontinued operations
    
    
    1.48
    
    
    
    0.67
    
    
    
    (0.92
    )Diluted (loss) earnings per share
    
    $
    (18.05
    )
    
    $
    (1.91
    )
    
    $
    1.23Cash dividends per Class A share
    
    $
    0.075
    
    
    $
    0.640
    
    
    $
    0.790Cash dividends per Class B share
    
    $
    0.075
    
    
    $
    0.640
    
    
    $
    0.790Basic weighted average number
of common shares outstanding
    
    
    11,225,580
    
    
    
    11,632,313
    
    
    
    12,219,092Diluted weighted average number
of common and common
equivalent shares outstanding
    
    
    11,225,580
    
    
    
    11,632,313
    
    
    
    12,512,640
  F-7




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 For Each of the Years in the Three Year Period Ended December 31, 2008
 Unearned
    
    
    Accumul-Compen-
    
    
    atedAddi-
    
    
    
    
    
    
    sation
    
    
    OtherCompre-
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Restricted
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Stock
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Grants
    
    
    loss
    
    
    TotalBALANCE, DECEMBER 31, 2005
    
    
    
    
    
    $
    122
    
    
    
    262,206
    
    
    
    261,279
    
    
    
    (936
    )
    
    
    (6,335
    )
    
    
    516,336Cumulative effect adjustment upon adoption
of Staff Accounting Bulletin No. 108
(SAB No. 108) (less tax benefit of $1,193)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,899
    )
    
    
    
    
    
    
    
    
    
    
    (1,899
    )Cumulative effect adjustment upon adoption
of Statement of Financial Accounting Standards
No. 123R
    
    
    
    
    
    
    
    
    
    
    (936
    )
    
    
    
    
    
    
    936
    
    
    
    
    
    
    
    Net income
    
    $
    15,387
    
    
    
    
    
    
    
    
    
    
    
    15,387
    
    
    
    
    
    
    
    
    
    
    
    15,387Other comprehensive income (loss), net of tax:Unfunded pension liability (less income tax
expense of $1,395)
    
    
    1,594Unrealized gain on securities available for sale
(less income tax expense of $5,272)
    
    
    10,235Reclassification adjustments:Realized net periodic pension costs (less
income tax benefit of $171)
    
    
    (195
    )Realized gains on securities available for sale
(less income tax expense of $3,336)
    
    
    (6,477
    )Other comprehensive income
    
    
    5,157
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,157
    
    
    
    5,157Comprehensive income
    
    $
    20,544Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,908
    )
    
    
    
    
    
    
    
    
    
    
    (8,908
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (770
    )
    
    
    
    
    
    
    
    
    
    
    (770
    )Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    3
    
    
    
    6,025
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,028Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    3,719
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,719Retirement of Class A common stock relating to
exercise of stock options
    
    
    
    
    
    
    (1
    )
    
    
    (7,265
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,266
    )Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (1
    )
    
    
    (7,832
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,833
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    5,031
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,031BALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    123
    
    
    
    260,948
    
    
    
    265,089
    
    
    
    
    
    
    
    (1,178
    )
    
    
    524,982
   F-8




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For Each of the Years in the Three Year Period Ended December 31, 2008
 Accumul-atedCompre-
    
    
    
    
    
    
    Addi-
    
    
    
    
    
    
    Otherhensive
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Compre-Income
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive(In thousands)
    
    (Loss)
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBALANCE, DECEMBER 31, 2006
    
    
    
    
    
    $
    123
    
    
    
    260,948
    
    
    
    265,089
    
    
    
    (1,178
    )
    
    
    524,982Other comprehensive income (loss), net of tax:Net loss
    
    $
    (22,200
    )
    
    
    
    
    
    
    
    
    
    
    (22,200
    )
    
    
    
    
    
    
    (22,200
    )Prepaid pension asset (less income tax
expense of $271)
    
    
    431Unrealized gain on securities available for sale
(less income tax expense of $6,618)
    
    
    11,240Reclassification adjustments:Realized net periodic pension income (less
income tax expense of $92)
    
    
    147Realized gains on securities available for sale
(less income tax expense of $2,781)
    
    
    (4,722
    )Other comprehensive income
    
    
    7,096
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,096
    
    
    
    7,096Comprehensive loss
    
    $
    (15,104
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,815
    )
    
    
    
    
    
    
    (6,815
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (624
    )
    
    
    
    
    
    
    (624
    )Cumulative effect adjustment upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    700Issuance of Class A common stock upon exercise
of stock options
    
    
    
    
    
    
    1
    
    
    
    2,448
    
    
    
    
    
    
    
    
    
    
    
    2,449Tax effect relating to share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,265
    
    
    
    
    
    
    
    
    
    
    
    1,265Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (11
    )
    
    
    (53,758
    )
    
    
    
    
    
    
    
    
    
    
    (53,769
    )Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    6,237
    
    
    
    
    
    
    
    
    
    
    
    6,237BALANCE, DECEMBER 31, 2007
    
    
    
    
    
    $
    113
    
    
    
    217,140
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321
   F-9




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
For Each of the Years in the Three Year Period Ended December 31, 2008
 Accumul-atedCompre-
    
    
    
    
    
    
    Addi-
    
    
    
    
    
    
    Otherhensive
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Compre-Income
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive(In thousands)
    
    (Loss)
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBALANCE, DECEMBER 31, 2007
    
    
    
    
    
    $
    113
    
    
    
    217,140
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321Net loss
    
    $
    (202,639
    )
    
    
    
    
    
    
    
    
    
    
    (202,639
    )
    
    
    
    
    
    
    (202,639
    )Pension liability (less income tax
expense of $2,112)
    
    
    (16,023
    )Unrealized gain on securities available for sale
(less income tax benefit of $5,417)
    
    
    1,569Reclassification adjustments:Realized net periodic pension income (less
income tax expense of $0)
    
    
    248Realized loss on securities available for sale
(less income tax expense of $0)
    
    
    502Other comprehensive loss
    
    
    (13,704
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,704
    )
    
    
    (13,704
    )Comprehensive loss
    
    $
    (216,343
    )
    
    
    
    
    
    
    
    
    
    
    Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (770
    )
    
    
    
    
    
    
    (770
    )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
    
    
    
    
    
    
    
    
    
    
    1,773
    
    
    
    
    
    
    
    
    
    
    
    1,773BALANCE, DECEMBER 31, 2008
    
    
    
    
    
    $
    113
    
    
    
    218,974
    
    
    
    32,667
    
    
    
    (7,786
    )
    
    
    243,968
  F-10




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2008
    
    
    2007
    
    
    2006Operating activities:Net (loss) income
    
    $
    (202,639
    )
    
    $
    (22,200
    )
    
    $
    15,387Adjustment to reconcile net (loss) income to net cash
provided by operating activities:Provision and valuation allowances, net (1)
    
    
    168,552
    
    
    
    78,441
    
    
    
    8,883Impairment of goodwill
    
    
    48,284
    
    
    
    
    
    
    
    Restructuring charges, impairments and exit activities
    
    
    8,564
    
    
    
    13,591
    
    
    
    Cumulative effect adjustments
    
    
    
    
    
    
    700
    
    
    
    (1,899
    )Depreciation, amortization and accretion, net
    
    
    21,019
    
    
    
    18,451
    
    
    
    28,126Share-based compensation expense
    
    
    1,773
    
    
    
    6,237
    
    
    
    5,068Tax benefits from share-based compensation
    
    
    
    
    
    
    (1,265
    )
    
    
    (3,719
    )Securities activities, net
    
    
    (2,039
    )
    
    
    (8,412
    )
    
    
    (9,813
    )Net losses (gains) on sales of real estate owned, real estate
and loans held for sale and office properties and equipment
    
    
    72
    
    
    
    201
    
    
    
    (3,750
    )Net gain on sale of Ryan Beck Holdings, Inc
    
    
    
    
    
    
    (16,373
    )
    
    
    Deferred income tax provision (benefit)
    
    
    35,370
    
    
    
    (22,855
    )
    
    
    (3,550
    )Net losses (gains) associated with debt redemption
    
    
    1,238
    
    
    
    
    
    
    
    (71
    )Increase in forgivable notes receivable, net
    
    
    
    
    
    
    (673
    )
    
    
    (6,111
    )Originations of loans held for sale, net
    
    
    (59,323
    )
    
    
    (90,745
    )
    
    
    (93,887
    )Proceeds from sales of loans held for sale
    
    
    53,564
    
    
    
    96,470
    
    
    
    87,793Decrease (increase) in real estate held for development and sale
    
    
    11,382
    
    
    
    56
    
    
    
    (3,703
    )(Increase) decrease in securities owned, net
    
    
    
    
    
    
    (23,855
    )
    
    
    67,910Increase (decrease) in securities sold but not yet purchased
    
    
    
    
    
    
    28,419
    
    
    
    (3,770
    )Decrease (increase) in accrued interest receivable
    
    
    4,454
    
    
    
    1,402
    
    
    
    (6,183
    )Decrease (increase) in other assets
    
    
    4,675
    
    
    
    (10,957
    )
    
    
    (1,943
    )Increase (decrease) in due to clearing agent
    
    
    
    
    
    
    9,657
    
    
    
    (40,115
    )Decrease in other liabilities
    
    
    (19,499
    )
    
    
    (15,362
    )
    
    
    (31,294
    )Net cash provided by operating activities
    
    
    75,447
    
    
    
    40,928
    
    
    
    3,359
   F-11




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2008
    
    
    2007
    
    
    2006Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    349,397
    
    
    
    208,345
    
    
    
    199,482Purchase of investment securities and tax certificates
    
    
    (368,383
    )
    
    
    (211,307
    )
    
    
    (236,952
    )Purchase of securities available for sale
    
    
    (254,263
    )
    
    
    (682,231
    )
    
    
    (143,272
    )Proceeds from sales and maturities of securities
available for sale
    
    
    521,510
    
    
    
    717,603
    
    
    
    181,434Purchases of FHLB stock
    
    
    (47,655
    )
    
    
    (22,725
    )
    
    
    (49,950
    )Redemption of FHLB stock
    
    
    67,051
    
    
    
    28,939
    
    
    
    39,664Investments in unconsolidated subsidiaries
    
    
    
    
    
    
    (5,923
    )
    
    
    (7,159
    )Distributions from unconsolidated subsidiaries
    
    
    2,531
    
    
    
    7,889
    
    
    
    4,549Net repayments (purchases and originations) of loans
    
    
    23,285
    
    
    
    (2,173
    )
    
    
    (105,900
    )Proceeds from the sale of loans receivable
    
    
    10,100
    
    
    
    
    
    
    
    Additions to real estate owned
    
    
    (19
    )
    
    
    (2,011
    )
    
    
    Proceeds from sales of real estate owned
    
    
    3,810
    
    
    
    2,252
    
    
    
    4,382Proceeds from the sale of property and equipment
    
    
    1,105
    
    
    
    939
    
    
    
    35Purchases of office property and equipment, net
    
    
    (11,483
    )
    
    
    (64,291
    )
    
    
    (92,204
    )Proceeds from the sale of equity securities from Ryan Beck Holdings, Inc. earnout
    
    
    (11,309
    )
    
    
    
    
    
    
    Net cash outflow from sale of central Florida stores
    
    
    (4,491
    )Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    2,628
    
    
    
    Net cash provided (used in) by investing activities
    
    
    281,186
    
    
    
    (22,066
    )
    
    
    (205,891
    )Financing activities:Net (decrease) increase in deposits
    
    
    (3,482
    )
    
    
    86,369
    
    
    
    114,360Prepayments of FHLB advances
    
    
    (694,363
    )
    
    
    
    
    
    
    Net proceeds (repayments) of FHLB advances
    
    
    262,808
    
    
    
    (120,000
    )
    
    
    233,656Net decrease in securities sold under agreements
to repurchase
    
    
    (12,181
    )
    
    
    (43,667
    )
    
    
    (14,094
    )Net increase (decrease) in federal funds purchased
    
    
    129,364
    
    
    
    76,949
    
    
    
    (107,449
    )Repayments of secured borrowings
    
    
    
    
    
    
    
    
    
    
    (26,516
    )Prepayments of bonds payable
    
    
    (2,751
    )
    
    
    
    
    
    
    Repayment of notes and bonds payable
    
    
    (904
    )
    
    
    (3,269
    )
    
    
    (14,169
    )Proceeds from notes and bonds payable
    
    
    
    
    
    
    
    
    
    
    5,000Capital contributions in managed fund by investors
    
    
    
    
    
    
    
    
    
    
    2,905Capital withdrawals in managed fund by investors
    
    
    
    
    
    
    
    
    
    
    (4,203
    )Excess tax benefits from share-based compensation
    
    
    
    
    
    
    1,265
    
    
    
    3,719Proceeds from issuance of Class A common stock
    
    
    103
    
    
    
    2,449
    
    
    
    1,479Proceeds from the issuance of junior subordinated debentures
    
    
    
    
    
    
    30,929
    
    
    
    Payment of the minimum withholding tax upon the exercise
of stock options
    
    
    
    
    
    
    
    
    
    
    (2,717
    )Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (53,769
    )
    
    
    (7,833
    )Dividends paid
    
    
    (844
    )
    
    
    (7,439
    )
    
    
    (9,678
    )Net cash (used in) provided by financing activities
    
    
    (322,250
    )
    
    
    (30,183
    )
    
    
    174,460Increase (decrease) in cash and cash equivalents
    
    
    34,383
    
    
    
    (11,321
    )
    
    
    (28,072
    )Cash and cash equivalents at the beginning of period
    
    
    124,574
    
    
    
    138,904
    
    
    
    170,261Cash and cash equivalents of discontinued operations
assets held for sale at disposal date
    
    
    
    
    
    
    (6,294
    )
    
    
    Cash and cash equivalents of discontinued assets held for sale
    
    
    
    
    
    
    3,285
    
    
    
    (3,285
    )Cash and cash equivalents at end of period
    
    $
    158,957
    
    
    $
    124,574
    
    
    $
    138,904
   F-12




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2008
    
    2007
    
    2006Cash paid for:Interest on borrowings and deposits
    
    $
    142,067
    
    
    $
    191,230
    
    
    $
    166,467Income taxes (refunded) paid
    
    
    (14,389
    )
    
    
    853
    
    
    
    22,630Supplementary disclosure of non-cash investing and
financing activities:Loans and tax certificates transferred to REO
    
    
    7,208
    
    
    
    2,528
    
    
    
    23,728Securities held-to-maturity transferred to securities
available for sale
    
    
    
    
    
    
    203,004
    
    
    
    Long-lived assets held-for-use transferred to assets
held for sale
    
    
    
    
    
    
    13,704
    
    
    
    Reduction in loan participations sold accounted for
as secured borrowings
    
    
    
    
    
    
    
    
    
    
    111,754Exchange of branch facilities
    
    
    
    
    
    
    
    
    
    
    2,350Change in accumulated other comprehensive income
    
    
    (13,704
    )
    
    
    7,096
    
    
    
    5,157Change in deferred taxes on other comprehensive income
    
    
    (3,304
    )
    
    
    4,200
    
    
    
    3,161Securities purchased pending settlement
    
    
    
    
    
    
    18,926
    
    
    
    Issuance and retirement of Class A common stock accepted
as consideration for the exercise price of stock options
    
    
    
    
    
    
    
    
    
    
    4,549
 
 (1)
    
    Represents provision for loan losses, REO and tax certificates.  F-13




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 1. Summary of Significant Accounting Policies
 Basis of Financial Statement Presentation 
  Liquidity 
 Regulatory Capital
     Use of Estimates 
 F-14




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Consolidation Policy
 Cash Equivalents
 Investment Securities 
      Financial instruments and derivatives 
 Tax Certificates
 Allowance for Tax Certificate Losses 
 F-15




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Loans
 Loans Held for Sale
 Transfer of Loan Participations 
 Impaired Loans
 Allowance for Loan Losses
   Non-performing Loans
 F-16




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Real Estate Owned (REO)
 Real Estate Held for Development and Sale
   Investments in Unconsolidated Subsidiaries
 Goodwill and Other Intangible Assets
 F-17




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Office Properties and Equipment 
  Impairment of Long Lived Assets 
  Accounting for Costs Associated with Exit or Disposal Activities
 Advertising 
 Income Taxes 
  F-18




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Accounting for Contingencies 
 Earnings Per Share
 Brokered Deposits 
 Stock-Based Compensation Plans 
 New Accounting Pronouncements:
 Business Combinations
  Noncontrolling Interests in Consolidated
Financial StatementsAn Amendment of ARB No. 51
 F-19




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Disclosures about Derivative Instruments
and Hedging Activities
      2. Cumulative-Effect Adjustment for Quantifying Financial Statement Misstatements
  F-20




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   CumulativeEffect AdjustmentAs ofJanuary 1,2006Other liabilities:Recurring operating expenses (1)
    
    $
    1,618Deferred data processing expenses (2)
    
    
    1,474Current taxes payable
    
    
    (696
    )Increase in other liabilities
    
    $
    2,396Increase in deferred tax asset
    
    $
    497Decrease in retained earnings
    
    $
    1,899
 
 (1)
    
    The Company historically expensed certain recurring invoices when paid. The
effect of this accounting policy was not material to the Companys financial statements in
any given year as the rollover impact of expenses in the following year approximated the
expenses that rolled over from the prior year.(2)
    
    The Company paid a fixed fee for certain data processing transaction services and at
the end of each contract year, the actual number of transactions is determined and the fees
related to any greater or lesser transactions are invoiced or repaid to the Company over a
twelve month period. The Company accounted for these charges when paid. The effect of this
accounting policy was not material to the Companys financial statements in any given year
and the amount of the error had accumulated over a four year period as follows (in
thousands): Occupancy and
    
    
    TaxFor the years ended December 31,
    
    Equipment Expense
    
    
    Effect
    
    
    Net2002
    
    $
    221
    
    
    $
    85
    
    
    $
    1362003
    
    
    276
    
    
    
    106
    
    
    
    1702004
    
    
    533
    
    
    
    206
    
    
    
    3272005
    
    
    444
    
    
    
    171
    
    
    
    273$
    1,474
    
    
    $
    568
    
    
    $
    906
  3. Discontinued Operations and Sale of Ryan Beck
  F-21




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      Consideration received:Stifel common stock and Warrants
    
    $
    107,445Cash
    
    
    2,628Total consideration received
    
    
    110,073Discontinued operations assets
held for sale at disposal date
    
    
    206,763Discontinued operations liabilities
held for sale at disposal date
    
    
    (117,364
    )Net assets available for sale
at disposal date
    
    
    89,399Transaction cost
    
    
    2,709Gain on disposal of Ryan Beck
before income taxes
    
    
    17,965Provision for income taxes
    
    
    1,592Net gain on sale of Ryan Beck
    
    $
    16,373
 F-22




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2007
    
    
    2006Investment banking revenues
    
    $
    37,836
    
    
    
    218,461Non-interest expensesEmployee compensation and benefits
    
    
    27,532
    
    
    
    170,605Occupancy and equipment
    
    
    2,984
    
    
    
    16,588Advertising and promotion
    
    
    740
    
    
    
    5,788Transaction related costs (1)
    
    
    14,263
    
    
    
    Professional fees
    
    
    1,106
    
    
    
    8,790Communications
    
    
    2,255
    
    
    
    15,187Floor broker and clearing fees
    
    
    1,162
    
    
    
    8,612Interest expense
    
    
    985
    
    
    
    5,995Other
    
    
    1,086
    
    
    
    6,389Total non-interest expenses
    
    
    52,113
    
    
    
    237,954Loss from Ryan Beck
discontinued operations before income taxes
    
    
    (14,277
    )
    
    
    (19,493
    )Benefit for income taxes
    
    
    (5,716
    )
    
    
    (8,001
    )Loss from Ryan Beck discontinued
operations, net of tax
    
    $
    (8,561
    )
    
    
    (11,492
    )
 
  4. Restructuring Charges, Impairments and Exit Activities
  EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1, 2007
    
    $
    
    
    
    
    
    
    
    
    Restructuring charges
    
    
    2,527
    
    
    
    1,016
    
    
    
    3,543Amounts paid or amortized
    
    
    (2,425
    )
    
    
    (26
    )
    
    
    (2,451
    )Balance at December 31, 2007
    
    $
    102
    
    
    
    990
    
    
    
    1,092EmployeeTerminationBenefits
    
    
    Contract
    
    
    TotalLiability
    
    
    Liability
    
    
    LiabilityBalance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expense incurred
    
    
    2,171
    
    
    
    2,385
    
    
    
    4,556Amounts paid or amortized
    
    
    (2,102
    )
    
    
    (1,913
    )
    
    
    (4,015
    )Balance at December 31 , 2008
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633
 F-23




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Asset impairment
    
    $
    4,758
    
    
    
    4,808
    
    
    
    Employee termination costs
    
    
    2,171
    
    
    
    2,527
    
    
    
    Lease termination, net
    
    
    2,385
    
    
    
    1,016
    
    
    
    Reversal of deferred rent upon lease termination
    
    
    (2,186
    )
    
    
    Loss on central Florida branch sale
    
    
    267
    
    
    
    
    
    
    
    Total
restructuring charges impairment and exit activities
    
    $
    7,395
    
    
    
    8,351
    
    
    
    
      F-24




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  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
    )Net liabilities transferred
    
    
    (4,980
    )Deposit premium
    
    
    654Purchase transaction costs
    
    
    (165
    )Net cash outflows from sales of stores
    
    $
    (4,491
    )
 5. Goodwill
       F-25




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 6. Federal Funds Sold and Other Short Term Investments
  For the Years Ended December 31,2008
    
    2007
    
    2006Ending Balance
    
    $
    20,825
    
    
    
    484
    
    
    
    691Maximum outstanding at any month end within period
    
    $
    362,360
    
    
    
    21,555
    
    
    
    16,276Average amount invested during period
    
    $
    44,031
    
    
    
    3,638
    
    
    
    1,824Average yield during period
    
    %
    1.92
    
    
    
    4.77
    
    
    
    3.00
  7 Securities Available for Sale
  As of December 31, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    521,895
    
    
    
    11,017
    
    
    
    39
    
    
    
    532,873Real estate mortgage investment conduits (1)
    
    
    165,449
    
    
    
    1,846
    
    
    
    944
    
    
    
    166,351Total
    
    
    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
 As of December 31, 2007Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    585,796
    
    
    
    4,378
    
    
    
    555
    
    
    
    589,619Real estate mortgage investment conduits (1)
    
    
    199,886
    
    
    
    1,359
    
    
    
    2,403
    
    
    
    198,842Total
    
    
    785,682
    
    
    
    5,737
    
    
    
    2,958
    
    
    
    788,461Investment Securities:Other bonds
    
    
    685
    
    
    
    
    
    
    
    4
    
    
    
    681Equity securities
    
    
    123,747
    
    
    
    12,474
    
    
    
    
    
    
    
    136,221Total investment securities
    
    
    124,432
    
    
    
    12,474
    
    
    
    4
    
    
    
    136,902Total
    
    $
    910,114
    
    
    
    18,211
    
    
    
    2,962
    
    
    
    925,363
 
 (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. F-26




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  As of December 31, 2008Less Than 12 Months

    
    12 Months or Greater

    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMortgage-backed securities
    
    $
    4,736
    
    
    
    (39
    )
    
    
    
    
    
    
    
    
    
    
    4,736
    
    
    
    (39
    )Real estate mortgage
investment conduits
    
    
    
    
    
    
    
    
    
    
    27,426
    
    
    
    (944
    )
    
    
    27,426
    
    
    
    (944
    )Total available for sale securities:
    
    $
    4,736
    
    
    
    (39
    )
    
    
    27,426
    
    
    
    (944
    )
    
    
    32,162
    
    
    
    (983
    )
 As of December 31, 2007Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMortgage-backed securities
    
    $
    68,821
    
    
    
    (396
    )
    
    
    14,792
    
    
    
    (159
    )
    
    
    83,613
    
    
    
    (555
    )Real estate mortgage
investment conduits
    
    
    3,475
    
    
    
    (5
    )
    
    
    35,398
    
    
    
    (2,398
    )
    
    
    38,873
    
    
    
    (2,403
    )Other bonds
    
    
    200
    
    
    
    
    
    
    
    246
    
    
    
    (4
    )
    
    
    446
    
    
    
    (4
    )Total available for sale securities:
    
    $
    72,496
    
    
    
    (401
    )
    
    
    50,436
    
    
    
    (2,561
    )
    
    
    122,932
    
    
    
    (2,962
    )
    Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairDecember 31, 2008 (1) (2)
    
    Cost
    
    
    ValueDue within one year
    
    $
    
    
    
    
    Due after one year, but within five years
    
    
    279
    
    
    
    281Due after five years, but within ten years
    
    
    868
    
    
    
    867Due after ten years
    
    
    686,447
    
    
    
    698,326Total
    
    $
    687,594
    
    
    
    699,474
 
 (1)
    
    Scheduled maturities in the above table may vary
significantly from actual maturities due to prepayments.(2)
    
    Scheduled maturities are based upon contractual
maturities. F-27




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Gross gains on securities sales
    
    $
    6,302
    
    
    
    15,731
    
    
    
    10,137Gross losses on securities sales
    
    
    (5,103
    )
    
    
    (4,341
    )
    
    
    (168
    )Proceed from sales of securities
    
    
    375,900
    
    
    
    623,800
    
    
    
    70,300Other-than-temporary impairments
    
    
    (3,413
    )
    
    
    
    
    
    
    
   For The Years Ended December 31,2008
    
    
    2007
    
    
    2006Net change in other comprehensive income
on securities available for sale
    
    $
    (3,346
    )
    
    
    10,356
    
    
    
    5,694Change in deferred tax (benefit) provision
on net unrealized losses on securities
available for sale
    
    
    (5,417
    )
    
    
    3,838
    
    
    
    1,936Change in stockholders equity from net unrealized
losses on securities available for sale
    
    $
    2,071
    
    
    
    6,518
    
    
    
    3,758
 8. Investment Securities
  As of December 31, 2008Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValuePrivate investment securities (2)
    
    $
    2,036
    
    
    
    467
    
    
    
    
    
    
    
    2,503$
    2,036
    
    
    
    467
    
    
    
    
    
    
    
    2,503
 As of December 31, 2007Gross
    
    Gross
    

    EstimatedAmortized
    
    Unrealized
    
    Unrealized
    

    FairCost
    
    Gains
    
    Losses
    
    ValueStifel restricted common stock (1)
    
    $
    31,433
    
    
    3,061
    
    
    
    
    34,494Private investment securities (2)
    
    
    8,184
    
    
    1,407
    
    
    
    
    9,591Equity securities (3)
    
    
    
    
    
    603
    
    
    
    
    603$
    39,617
    
    
    5,071
    
    
    
    
    44,688
 F-28




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 (1)
    
    Stifel common stock that is subject to restrictions for more than one year is accounted for as
investment securities at cost.(2)
    
    Private investment securities consist of equity instruments purchased through private
placements and are accounted for at historical cost adjusted for other-than-temporary declines
in value.(3)
    
    Equity securities consisted of 3,587 shares of MasterCard International (MasterCard) Class B
Common Stock acquired through MasterCards 2006 initial public offering (IPO).     9. Tax Certificates
  As of December 31, 2008
    
    
    As of December 31, 2007Estimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Fair
    
    
    Amortized
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    ValueTax certificates (1) Net of allowance of $6,064
and $3,289, respectively
    
    $
    213,534
    
    
    
    224,434
    
    
    
    188,401
    
    
    
    188,401
 
 (1)
    
    The estimated fair value was calculated at December 31, 2008 from an expected cash
flow model discounted at an interest rate that takes into account the risk of the cash
flows of tax certificates relative to alternative investments. At December 31, 2007,
management considered the estimated fair value equivalent to book value for tax
certificates since these securities have no stated maturity and generally redeem in two
years or less. F-29




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    3,289
    
    
    
    3,699
    
    
    
    3,271Charge-offs
    
    
    (4,668
    )
    
    
    (867
    )
    
    
    (295
    )Recoveries
    
    
    157
    
    
    
    157
    
    
    
    423Net (charge-offs) recoveries
    
    
    (4,511
    )
    
    
    (710
    )
    
    
    128Provision charged to
non-interest expense
    
    
    7,286
    
    
    
    300
    
    
    
    300Balance, end of period
    
    $
    6,064
    
    
    
    3,289
    
    
    
    3,699
 10. Loans Receivable and Loans Held for Sale
  As of December 31,2008
    
    
    2007Real estate loans:Residential
    
    $
    1,929,616
    
    
    
    2,155,752Builder land loans
    
    
    84,453
    
    
    
    149,564Land acquisition and development
    
    
    182,585
    
    
    
    202,177Land acquisition, development and
construction
    
    
    104,629
    
    
    
    151,321Construction and development
    
    
    229,856
    
    
    
    265,163Commercial
    
    
    709,523
    
    
    
    530,566Consumer  home equity
    
    
    718,950
    
    
    
    676,262Small business
    
    
    218,694
    
    
    
    211,797Other loans:Commercial business
    
    
    144,554
    
    
    
    131,044Small business  non-mortgage
    
    
    108,230
    
    
    
    105,867Consumer loans
    
    
    16,406
    
    
    
    15,667Deposit overdrafts
    
    
    9,730
    
    
    
    15,005Total gross loans
    
    
    4,457,226
    
    
    
    4,610,185Adjustments:Premiums, discounts and net deferred fees
    
    
    3,221
    
    
    
    3,936Allowance for loan losses
    
    
    (137,257
    )
    
    
    (94,020
    )Loans receivable  net
    
    $
    4,323,190
    
    
    
    4,520,101Loans held for sale
    
    $
    3,461
    
    
    
    4,087
  F-30




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  As of December 31,2008
    
    
    2007Residential
    
    $
    
    
    
    
    2,982Construction and development
    
    
    124,332
    
    
    
    214,159Commercial
    
    
    38,930
    
    
    
    105,336Total undisbursed loans in process
    
    $
    163,262
    
    
    $
    322,477
  Florida
    
    
    60
    %Eastern U.S.A.
    
    
    21
    %Western U.S.A.
    
    
    15
    %Central U.S.A
    
    
    4
    %100
    %
 Allowance for Loan Losses (in thousands)
 For Years Ended December 31,2008
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    94,020
    
    
    
    43,602
    
    
    
    41,192Loans charged-off
    
    
    (117,874
    )
    
    
    (22,642
    )
    
    
    (8,905
    )Recoveries of loans previously charged-off
    
    
    1,310
    
    
    
    2,218
    
    
    
    2,741Net charge-offs
    
    
    (116,564
    )
    
    
    (20,424
    )
    
    
    (6,164
    )Provision for loan losses
    
    
    159,801
    
    
    
    70,842
    
    
    
    8,574Balance, end of period
    
    $
    137,257
    
    
    
    94,020
    
    
    
    43,602
  As of December 31, 2008
    
    
    As of December 31, 2007Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    174,710
    
    
    
    41,192
    
    
    
    113,955
    
    
    
    17,809Impaired loans without specific
valuation allowances
    
    
    138,548
    
    
    
    
    
    
    
    67,124
    
    
    
    Total
    
    $
    313,258
    
    
    
    41,192
    
    
    
    181,079
    
    
    
    17,809
  F-31




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Contracted interest income
    
    $
    14,276
    
    
    
    15,042
    
    
    
    2,715Interest income recognized
    
    
    (3,368
    )
    
    
    (10,071
    )
    
    
    (2,203
    )Foregone interest income
    
    $
    10,908
    
    
    
    4,971
    
    
    
    512
  Non-performing assets (in thousands):
 As of December 31,2008
    
    
    2007
    
    
    2006Non-accrual - tax certificates
    
    $
    1,441
    
    
    
    2,094
    
    
    
    632Non-accrual - loansResidential
    
    
    34,734
    
    
    
    8,678
    
    
    
    2,629Commercial real estate and business
    
    
    241,274
    
    
    
    165,818
    
    
    
    Small business
    
    
    4,644
    
    
    
    877
    
    
    
    244Consumer
    
    
    6,763
    
    
    
    3,218
    
    
    
    1,563Total non-accrual loans
    
    
    287,415
    
    
    
    178,591
    
    
    
    4,436Real estate owned
    
    
    19,045
    
    
    
    17,216
    
    
    
    21,747Total non-performing assets
    
    $
    307,901
    
    
    
    197,901
    
    
    
    26,815
  Other potential problem loans (in thousands):
 As of December 31,2008
    
    
    2007
    
    
    2006Performing impaired loans, net of specific allowances
    
    $
    
    
    
    
    
    
    
    
    162Loan 90 days past due and still accruing
    
    
    15,721
    
    
    
    
    
    
    
    Troubled debt restructured
    
    
    28,173
    
    
    
    2,488
    
    
    
    Total potential problem loans
    
    $
    43,894
    
    
    
    2,488
    
    
    
    162
  F-32




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Real estate acquired in settlement of loans and
tax certificates:Operating expenses, net
    
    $
    (1,243
    )
    
    
    (243
    )
    
    
    (224
    )Impairment of REO
    
    
    (1,465
    )
    
    
    (7,299
    )
    
    
    9Net (loss) gain on sales
    
    
    (124
    )
    
    
    427
    
    
    
    1,443Net (loss) gain on real estate owned activity
    
    $
    (2,832
    )
    
    
    (7,115
    )
    
    
    1,228
 11. Accrued Interest Receivable
  As of December 31,2008
    
    
    2007Loans receivable
    
    $
    22,183
    
    
    
    27,648Tax certificates
    
    
    16,140
    
    
    
    13,428Securities available for sale
    
    
    3,494
    
    
    
    5,195Accrued interest receivable
    
    $
    41,817
    
    
    
    46,271
 12. Office Properties and Equipment
  As of December 31,2008
    
    
    2007Land
    
    $
    51,474
    
    
    
    54,920Buildings and improvements
    
    
    154,913
    
    
    
    160,637Furniture and equipment
    
    
    91,823
    
    
    
    103,080Total
    
    
    298,210
    
    
    
    318,637Less accumulated depreciation
    
    
    81,232
    
    
    
    74,774Office properties and equipment  net
    
    $
    216,978
    
    
    
    243,863
   F-33




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Deposits
  As of December 31,2008
    
    
    2007Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentInterest free checking
    
    $
    741,691
    
    
    
    18.89
    %
    
    
    824,211
    
    
    
    20.85
    %Insured money fund savings0.70% at December 31, 2008
    
    
    427,762
    
    
    
    10.892.45% at December 31, 2007,
    
    
    
    
    
    
    
    
    
    
    624,390
    
    
    
    15.79NOW accounts0.50% at December 31, 2008
    
    
    992,762
    
    
    
    25.281.50% at December 31, 2007,
    
    
    
    
    
    
    
    
    
    
    900,233
    
    
    
    22.77Savings accounts0.50% at December 31, 2008
    
    
    419,494
    
    
    
    10.681.50% at December 31, 2007,
    
    
    
    
    
    
    
    
    
    
    580,497
    
    
    
    14.68Total non-certificate accounts
    
    
    2,581,709
    
    
    
    65.74
    
    
    
    2,929,331
    
    
    
    74.09Certificate accounts:Less than 2.00%
    
    
    189,528
    
    
    
    4.83
    
    
    
    16,261
    
    
    
    0.412.01% to 3.00%
    
    
    145,188
    
    
    
    3.70
    
    
    
    52,435
    
    
    
    1.333.01% to 4.00%
    
    
    598,461
    
    
    
    15.24
    
    
    
    164,744
    
    
    
    4.174.01% to 5.00%
    
    
    337,885
    
    
    
    8.61
    
    
    
    445,498
    
    
    
    11.275.01% to 6.00%
    
    
    67,108
    
    
    
    1.71
    
    
    
    339,625
    
    
    
    8.596.01% to 7.00%
    
    
    6
    
    
    
    
    
    
    
    32
    
    
    
    Total certificate accounts
    
    
    1,338,176
    
    
    
    34.09
    
    
    
    1,018,595
    
    
    
    25.77Total deposit accounts
    
    
    3,919,885
    
    
    
    99.83
    
    
    
    3,947,926
    
    
    
    99.86Premium on brokered deposits
    
    
    (89
    )
    
    
    
    
    
    
    
    
    
    
    Interest earned not credited
to deposit accounts
    
    
    6,572
    
    
    
    0.17
    
    
    
    5,479
    
    
    
    0.14Total
    
    $
    3,926,368
    
    
    
    100.00
    %
    
    
    3,953,405
    
    
    
    100.00
    %
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Money fund savings and NOW accounts
    
    $
    17,783
    
    
    
    26,031
    
    
    
    20,413Savings accounts
    
    
    4,994
    
    
    
    12,559
    
    
    
    2,936Certificate accounts  below $100,000
    
    
    21,195
    
    
    
    25,512
    
    
    
    23,136Certificate accounts, $100,000 and above
    
    
    20,856
    
    
    
    21,002
    
    
    
    13,048Less early withdrawal penalty
    
    
    (565
    )
    
    
    (628
    )
    
    
    (574
    )Total
    
    $
    64,263
    
    
    
    84,476
    
    
    
    58,959
 F-34




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,Interest Rate
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter0.00% to 2.00%
    
    $
    188,928
    
    
    
    434
    
    
    
    128
    
    
    
    
    
    
    
    26
    
    
    
    112.01% to 3.00%
    
    
    136,775
    
    
    
    6,505
    
    
    
    1,342
    
    
    
    159
    
    
    
    407
    
    
    
    3.01% to 4.00%
    
    
    581,465
    
    
    
    7,435
    
    
    
    3,408
    
    
    
    2,718
    
    
    
    3,431
    
    
    
    44.01% to 5.00%
    
    
    283,391
    
    
    
    13,687
    
    
    
    6,798
    
    
    
    26,576
    
    
    
    7,433
    
    
    
    5.01% to 6.00%
    
    
    38,579
    
    
    
    25,204
    
    
    
    699
    
    
    
    870
    
    
    
    1,757
    
    
    
    6.01% and greater
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,229,144
    
    
    
    53,265
    
    
    
    12,375
    
    
    
    30,323
    
    
    
    13,054
    
    
    
    15
  December 31,20083 months or less
    
    $
    259,7044 to 6 months
    
    
    159,7637 to 12 months
    
    
    170,000More than 12 months
    
    
    74,232Total
    
    $
    663,699
  2008
    
    
    2007Brokered deposits
    
    $
    239,888
    
    
    
    14,665Public deposits
    
    
    243,745
    
    
    
    323,879Total institutional deposits
    
    $
    483,633
    
    
    
    338,544
  14. Advances from Federal Home Loan Bank
  Weighted
    
    
    WeightedAverage
    
    
    AverageMaturity
    
    
    Interest
    
    
    OutstandingAdvances Maturing During the Year Ended:
    
    Date
    
    
    Rate
    
    
    BalanceDecember 31, 2009
    
    
    7/10/2009
    
    
    
    3.69
    %
    
    $
    565,000December 31, 2010
    
    
    4/13/2010
    
    
    
    2.84
    %
    
    
    402,028Total advances from the FHLB
    
    
    
    
    
    
    
    
    
    $
    967,028
   F-35




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   15. Federal Funds Purchased and Treasury Borrowings
     As of December 31,2008
    
    2007
    
    2006Ending balance
    
    $
    238,339
    
    
    
    108,975
    
    
    
    32,026Maximum outstanding at any month end
within period
    
    $
    238,339
    
    
    
    175,000
    
    
    
    266,237Average amount outstanding during period
    
    $
    78,125
    
    
    
    115,334
    
    
    
    176,237Average cost during period
    
    %
    2.23
    
    
    
    5.17
    
    
    
    5.17
 16. Securities Sold Under Agreements to Repurchase
  F-36




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2008
    
    2007
    
    2006Maximum borrowing at any month-end within the period
    
    $
    55,179
    
    
    
    109,430
    
    
    
    202,607Average borrowing during the period
    
    $
    63,529
    
    
    
    73,848
    
    
    
    123,944Average interest cost during the period
    
    %
    2.23
    
    
    
    4.88
    
    
    
    4.83Average interest cost at end of the period
    
    %
    0.12
    
    
    
    3.46
    
    
    
    5.17
  WeightedEstimated
    
    
    
    
    
    
    AverageAmortized
    
    
    Fair
    
    
    Repurchase
    
    
    InterestCost
    
    
    Value
    
    
    Balance
    
    
    RateDecember 31, 2008 (1)Mortgage-backed securities
    
    $
    46,689
    
    
    
    47,896
    
    
    
    46,084
    
    
    
    0.12
    %December 31, 2007 (1)Mortgage-backed securities
    
    $
    30,028
    
    
    
    30,251
    
    
    
    26,848
    
    
    
    3.46
    %REMIC
    
    
    37,796
    
    
    
    35,398
    
    
    
    31,417
    
    
    
    3.46Total
    
    $
    67,824
    
    
    
    65,649
    
    
    
    58,265
    
    
    
    3.46
    %
 
 (1)
    
    At December 31, 2008 and 2007, all securities were classified as available for
sale and were recorded at fair value in the consolidated statements of financial
condition.  17. Notes, Bonds, Secured Borrowings and Junior Subordinated Debentures
  Issue
    
    
    As of December 31,
    
    
    Interest
    
    
    MaturityDate
    
    
    2008
    
    
    2007
    
    
    Rate
    
    
    DateSubordinated debentures (1)
    
    
    10/29/02
    
    
    $
    22,000
    
    
    
    22,000
    
    
    LIBOR + 3.45%
    
    
    11/7/2012Mortgage-Backed Bond
    
    
    3/22/02
    
    
    
    864
    
    
    
    4,654
    
    
    
    (2)
    
    
    
    9/30/2013Total
    
    
    
    
    
    $
    22,864
    
    
    
    26,654
 
 (1)
    
    LIBOR interest rates are indexed to 3-month LIBOR and adjust quarterly.(2)
    
    The bonds adjust semi-annually to the ten year treasury constant maturity rate minus 23 basis points.   F-37




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  BeginningOptionalJunior Subordinated
    
    Issue
    
    
    As of December 31,
    
    
    Interest
    
    
    Maturity
    
    
    RedemptionDebentures
    
    Date
    
    
    2008
    
    
    2007
    
    
    Rate (1)
    
    
    Date
    
    
    DateBBX Capital Trust Trust I(A)
    
    
    6/26/2007
    
    
    $
    25,774
    
    
    
    25,774
    
    
    LIBOR + 1.45
    
    
    9/15/2037
    
    
    
    9/15/2012BBX Capital Trust Trust II(A)
    
    
    9/20/2007
    
    
    
    5,155
    
    
    
    5,155
    
    
    LIBOR + 1.50
    
    
    12/15/2037
    
    
    
    12/15/2012BBC Capital Trust II
    
    
    3/5/2002
    
    
    
    57,088
    
    
    
    57,088
    
    
    
    8.50%
    
    
    
    3/31/2032
    
    
    
    3/31/2007BBC Capital Trust III
    
    
    6/26/2002
    
    
    
    25,774
    
    
    
    25,774
    
    
    LIBOR + 3.45%
    
    
    6/26/2032
    
    
    
    6/26/2007BBC Capital Trust IV
    
    
    9/26/2002
    
    
    
    25,774
    
    
    
    25,774
    
    
    LIBOR + 3.40      %
    
    
    9/26/2032
    
    
    
    9/26/2007BBC Capital Trust V
    
    
    9/27/2002
    
    
    
    10,310
    
    
    
    10,310
    
    
    LIBOR + 3.40%
    
    
    9/30/2032
    
    
    
    9/27/2007BBC Capital Trust VI
    
    
    12/10/2002
    
    
    
    15,450
    
    
    
    15,450
    
    
    LIBOR + 3.35      %
    
    
    12/10/2032
    
    
    
    12/10/2007BBC Capital Trust VII
    
    
    12/19/2002
    
    
    
    25,774
    
    
    
    25,774
    
    
    LIBOR + 3.25      %
    
    
    12/19/2032
    
    
    
    12/19/2007BBC Capital Trust VIII
    
    
    12/19/2002
    
    
    
    15,464
    
    
    
    15,464
    
    
    LIBOR + 3.35      %
    
    
    1/7/2033
    
    
    
    12/19/2007BBC Capital Trust IX
    
    
    12/19/2002
    
    
    
    10,310
    
    
    
    10,310
    
    
    LIBOR + 3.35      %
    
    
    1/7/2033
    
    
    
    12/19/2007BBC Capital Trust X
    
    
    3/26/2003
    
    
    
    51,548
    
    
    
    51,548
    
    
    LIBOR + 3.15      %
    
    
    3/26/2033
    
    
    
    3/26/2008BBC Capital Trust XI
    
    
    4/10/2003
    
    
    
    10,310
    
    
    
    10,310
    
    
    LIBOR + 3.25      %
    
    
    4/24/2033
    
    
    
    4/24/2008BBC Capital Trust XII
    
    
    3/27/2003
    
    
    
    15,464
    
    
    
    15,464
    
    
    LIBOR + 3.25      %
    
    
    4/7/2033
    
    
    
    4/7/2008Total Junior SubordinatedDebentures
    
    
    
    
    
    $
    294,195
    
    
    
    294,195
 
 (1)
    
    LIBOR interest rates are indexed to three-month LIBOR and adjust quarterly.  Junior Subordinated Debentures:
  Indentures
  F-38




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  18. Restricted Stock, Common Stock and Common Stock Option Plans
 Issuance and Redemption of Class A Common Stock
   F-39




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 BankAtlantic Bancorp Restricted Stock and Stock Option Plans:
 Stock Option PlansMaximum
    
    Shares
    
    Class of
    
    Vesting
    
    Type ofTerm
    
    Authorized (3)
    
    Stock
    
    Requirements
    
    Options (2)1996 Stock Option Plan
    
    10 years
    
    
    449,219
    
    
    Class A
    
    5 Years (1)
    
    ISO, NQ1999 Non-qualifying Stock Option Plan
    
    10 years
    
    
    172,500
    
    
    Class A
    
    
    (1
    )
    
    NQ1999 Stock Option Plan
    
    10 years
    
    
    172,500
    
    
    Class A
    
    
    (1
    )
    
    ISO, NQ2000 Non-qualifying Stock Option Plan
    
    10 years
    
    
    340,830
    
    
    Class A
    
    immediately
    
    NQ2001 Amended
and Restated Stock Option Plan
    
    10 years
    
    
    783,778
    
    
    Class A
    
    5 Years (1)
    
    ISO, NQ2005
Restricted Stock and Option Plan (4)
    
    10 years
    
    
    1,200,000
    
    
    Class A
    
    5 Years (1)
    
    ISO, NQ
 
 (1)
    
    Vesting is established by the Compensation Committee in connection with each grant
of options or restricted stock. All directors stock options vest immediately.(2)
    
    ISO  Incentive Stock OptionNQ  Non-qualifying Stock Option(3)
    
    During 2001 all shares remaining available for grant under all stock options plans
except the 2001 stock option plan were canceled. During 2005 all shares remaining
available for grant under the 2001 stock option plan were canceled.(4)
    
    The Plan provides that up to 1,200,000 shares of Class A common stock may be issued
for restricted stock awards and upon the exercise of options granted under the Plan.  Class A
    
    
    WeightedNon-vested
    
    
    AverageRestricted
    
    
    Grant dateStock
    
    
    Fair ValueOutstanding at December 31, 2005
    
    
    26,527
    
    
    $
    40.00Vested
    
    
    (6,965
    )
    
    
    55.60Forfeited
    
    
    
    
    
    
    Granted
    
    
    6,278
    
    
    
    73.68Outstanding at December 31, 2006
    
    
    25,840
    
    
    
    43.95Vested
    
    
    (7,583
    )
    
    
    48.93Forfeited
    
    
    
    
    
    
    Granted
    
    
    12,432
    
    
    
    42.18Outstanding at December 31, 2007
    
    
    30,689
    
    
    
    42.01Vested
    
    
    (10,295
    )
    
    
    33.77Forfeited
    
    
    
    
    
    
    Granted
    
    
    5,455
    
    
    
    9.70Outstanding at December 31, 2008
    
    
    25,849
    
    
    $
    38.47
   F-40




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Weighted Average2008
    
    2007
    
    2006Volatility
    
    
    46.09
    %
    
    
    29.44
    %
    
    
    31.44
    %Expected dividends
    
    
    1.03
    %
    
    
    1.75
    %
    
    
    1.03
    %Expected term (in years)
    
    
    5.00
    
    
    
    7.23
    
    
    
    7.45Risk-free rate
    
    
    3.29
    %
    
    
    4.92
    %
    
    
    5.19
    %
 F-41




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Weighted
    
    
    WeightedClass A
    
    
    Average
    
    
    Average
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Contractual Term
    
    
    Value ($000)Outstanding at December 31, 2005
    
    
    1,207,851
    
    
    $
    45.40
    
    
    
    5.7Exercised
    
    
    (291,948
    )
    
    
    20.65Forfeited
    
    
    (51,955
    )
    
    
    67.90Expired
    
    
    (6,420
    )
    
    
    46.49Granted
    
    
    190,254
    
    
    
    73.75Outstanding at December 31, 2006
    
    
    1,047,782
    
    
    
    56.45
    
    
    
    6.4Exercised
    
    
    (88,227
    )
    
    
    27.75Forfeited
    
    
    (75,486
    )
    
    
    67.95Expired
    
    
    (15,820
    )
    
    
    59.25Granted
    
    
    196,249
    
    
    
    46.79Outstanding at December 31, 2007
    
    
    1,064,498
    
    
    
    56.17
    
    
    
    6.2Exercised
    
    
    (6,630
    )
    
    
    15.60Forfeited
    
    
    (126,678
    )
    
    
    74.81Expired
    
    
    (111,526
    )
    
    
    30.50Granted
    
    
    75,954
    
    
    
    9.70Outstanding at December 31, 2008
    
    
    895,618
    
    
    
    53.09
    
    
    
    5.8
    
    
    $
    Exercisable at December 31, 2008
    
    
    441,589
    
    
    $
    31.87
    
    
    
    4.4
    
    
    $
    Available for grant at December 31, 2008
    
    
    704,726
    F-42




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 19. Income Taxes
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Continuing operations
    
    $
    32,489
    
    
    
    (27,572
    )
    
    
    7,097Discontinued operations
    
    
    
    
    
    
    (4,124
    )
    
    
    (8,001
    )Total provision (benefit)
for income taxes
    
    $
    32,489
    
    
    
    (31,696
    )
    
    
    (904
    )Continuing operations:Current:Federal
    
    $
    (2,880
    )
    
    
    (4,251
    )
    
    
    6,161State
    
    
    (1
    )
    
    
    21
    
    
    
    (197
    )(2,881
    )
    
    
    (4,230
    )
    
    
    5,964Deferred:Federal
    
    
    28,657
    
    
    
    (18,180
    )
    
    
    674State
    
    
    6,713
    
    
    
    (5,162
    )
    
    
    45935,370
    
    
    
    (23,342
    )
    
    
    1,133Provision (benefit)
for income taxes
    
    $
    32,489
    
    
    
    (27,572
    )
    
    
    7,097
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Income tax (benefit) provision at
expected federal income tax
rate of 35%
    
    $
    (65,364
    )
    
    
    (35.00)
    %
    
    
    (20,154
    )
    
    
    (35.00
    )
    
    
    11,892
    
    
    
    35.00Increase (decrease) resulting from:Tax-exempt income
    
    
    (12
    )
    
    
    (0.01
    )
    
    
    (3,755
    )
    
    
    (6.52
    )
    
    
    (4,621
    )
    
    
    (13.60
    )(Benefit) provision for state taxes
net of federal benefit
    
    
    (6,462
    )
    
    
    (3.46
    )
    
    
    (3,342
    )
    
    
    (5.80
    )
    
    
    170
    
    
    
    0.50Tax credits
    
    
    (242
    )
    
    
    (0.13
    )
    
    
    (856
    )
    
    
    (1.49
    )
    
    
    (721
    )
    
    
    (2.12
    )Goodwill impairment
    
    
    16,899
    
    
    
    9.05
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Federal tax valuation allowance
    
    
    72,054
    
    
    
    38.58
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    State tax valuation allowance
    
    
    15,719
    
    
    
    8.42
    
    
    
    856
    
    
    
    1.49
    
    
    
    1,269
    
    
    
    3.74Other  net
    
    
    (103
    )
    
    
    (0.05
    )
    
    
    (321
    )
    
    
    (0.56
    )
    
    
    (892
    )
    
    
    (2.63
    )Provision (benefit) for income taxes
    
    $
    32,489
    
    
    
    17.40
    %
    
    
    (27,572
    )
    
    
    (47.88
    )
    
    
    7,097
    
    
    
    20.89
 F-43




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Deferred tax assets:Allowance for loans, REO, tax certificate losses and write-downs, for
financial statement purposes
    
    $
    49,642
    
    
    
    38,786
    
    
    
    20,317Federal and State net operating loss carry-forward
    
    
    37,572
    
    
    
    7,116
    
    
    
    5,421Compensation expensed for books and deferred for tax purposes
    
    
    779
    
    
    
    410
    
    
    
    13,099Real estate held for development and sale capitalized costs for tax
purposes
in excess of amounts capitalized for financial statement purposes
    
    
    278
    
    
    
    342
    
    
    
    374Accumulated other comprehensive income
    
    
    2,906
    
    
    
    
    
    
    
    896Share Based Compensation
    
    
    1,345
    
    
    
    1,078
    
    
    
    827Other
    
    
    5,021
    
    
    
    4,174
    
    
    
    3,344Total gross deferred tax assets
    
    
    97,543
    
    
    
    51,906
    
    
    
    44,278Less valuation allowance
    
    
    (90,333
    )
    
    
    (5,466
    )
    
    
    (4,610
    )Total deferred tax assets
    
    
    7,210
    
    
    
    46,440
    
    
    
    39,668Deferred tax liabilities:Deferred loan income
    
    
    1,468
    
    
    
    1,993
    
    
    
    1,956Purchase accounting adjustments for bank acquisitions
    
    
    427
    
    
    
    964
    
    
    
    1,929Accumulated other comprehensive income
    
    
    
    
    
    
    3,304
    
    
    
    Prepaid pension expense
    
    
    2,625
    
    
    
    2,530
    
    
    
    2,438Depreciation for tax greater than book
    
    
    2,650
    
    
    
    3,293
    
    
    
    2,685Other
    
    
    40
    
    
    
    2,290
    
    
    
    656Total gross deferred tax liabilities
    
    
    7,210
    
    
    
    14,374
    
    
    
    9,664Net deferred tax asset
    
    
    
    
    
    
    32,066
    
    
    
    30,004Less net deferred tax asset at beginning of period
    
    
    (32,066
    )
    
    
    (30,004
    )
    
    
    (29,615
    )Reduction in deferred tax asset associated with Stifel Ryan Beck Merger
    
    
    
    
    
    
    16,593
    
    
    
    (Decrease) increase in accumulated other comprehensive income
    
    
    (3,304
    )
    
    
    4,200
    
    
    
    3,161(Provision) benefit for deferred income taxes
    
    
    (35,370
    )
    
    
    22,855
    
    
    
    3,550Benefit (provision) for deferred income taxes  discontinued operations
    
    
    
    
    
    
    487
    
    
    
    (4,683
    )(Provision) benefit for deferred income taxes  continuing operations
    
    $
    (35,370
    )
    
    
    23,342
    
    
    
    (1,133
    )
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    5,466
    
    
    
    4,610
    
    
    
    3,341Other comprehensive loss
    
    
    (2,906
    )
    
    
    
    
    
    
    Increase in State NOL
    
    
    15,719
    
    
    
    856
    
    
    
    1,269Increase in Federal NOL
    
    
    72,054
    
    
    
    
    
    
    
    Balance, end of period
    
    $
    90,333
    
    
    
    5,466
    
    
    
    4,610
  F-44




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
       For the Years EndedDecember 31,(in thousands)
    
    2008
    
    
    2007Balance as of beginning of period
    
    $
    194
    
    
    
    885Cumulative effect adjustment upon adoption
of FIN No. 48
    
    
    
    
    
    
    (700
    )Additions based on tax positions related to
current year
    
    
    
    
    
    
    194Additions based on tax positions related to
prior year
    
    
    41
    
    
    
    88Reductions of tax positions for prior years
    
    
    (29
    )
    
    
    (273
    )Balance as of end of period
    
    $
    206
    
    
    
    194
   F-45




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 20. Employee Benefit Plans
 Defined Benefit Pension Plan
   As of December 31,2008
    
    
    2007Change in benefit obligationBenefit obligation at the beginning of the year
    
    $
    28,918
    
    
    
    29,620Interest cost
    
    
    1,720
    
    
    
    1,656Actuarial loss (gain)
    
    
    1,549
    
    
    
    (1,403
    )Benefits paid
    
    
    (1,037
    )
    
    
    (955
    )Projected benefit obligation at end of year
    
    
    31,150
    
    
    
    28,918Change in plan assetsFair value of Plan assets at the beginning of year
    
    
    29,104
    
    
    
    28,626Actual return on Plan assets
    
    
    (10,146
    )
    
    
    1,433Employer contribution
    
    
    
    
    
    
    Benefits paid
    
    
    (1,037
    )
    
    
    (955
    )Fair value of Plan assets as of actuarial date
    
    
    17,921
    
    
    
    29,104Funded status at end of year
    
    $
    (13,229
    )
    
    
    186
   As of December 31,2008
    
    
    2007
    
    
    2006Net comprehensive loss
    
    $
    19,690
    
    
    
    3,915
    
    
    
    4,493
  As of December 31,Other information
    
    2008
    
    2007Projected benefit obligation
    
    $
    31,150
    
    
    
    28,918Accumulated benefit obligation
    
    
    31,150
    
    
    
    28,918Fair value of plan assets
    
    
    17,921
    
    
    
    29,104
 F-46




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended2008
    
    
    2007
    
    
    2006Interest cost on projected benefit obligation
    
    $
    1,719
    
    
    
    1,656
    
    
    
    1,624Expected return on plan assets
    
    
    (2,430
    )
    
    
    (2,396
    )
    
    
    (2,190
    )Amortization of unrecognized net gains and losses
    
    
    463
    
    
    
    501
    
    
    
    933Net periodic pension (income) expense (1)
    
    $
    (248
    )
    
    
    (239
    )
    
    
    367Other changes in Plan Assets and Benefit
Obligations Recognized in Other
Comprehensive IncomeChange in funding status
    
    
    (13,415
    )
    
    
    1,180
    
    
    
    2,236Change in deferred tax assets
    
    
    (2,112
    )
    
    
    (363
    )
    
    
    (1,204
    )Total recognized net periodic benefit cost and
other comprehensive income
    
    $
    (15,775
    )
    
    
    578
    
    
    
    1,399
 
 (1)
    
    The estimated net loss for the pension plan that will be amortized from accumulated other
comprehensive income into net periodic benefit cost over the next fiscal year is $1.6 million.  For the Years EndedDecember 31,2008
    
    2007
    
    2006Weighted average discount rate used to
determine benefit obligation
    
    
    6.00
    %
    
    
    6.00
    %
    
    
    5.75Weighted average discount rate used to
to determine net periodic benefit cost
    
    
    6.00
    %
    
    
    5.75
    %
    
    
    5.50Rate of increase in future compensation levels
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExpected long-term rate of return
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
   F-47




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Quoted PricesIn Active Marketsfor IdenticalAssetsAsset Category
    
    (Level 1)Cash
    
    $
    382Mutual Funds: (1)US Large Cap Growth
    
    
    1,581US Large Cap Value
    
    
    758US Large Cap Blend
    
    
    1,680US Mid-Cap Growth
    
    
    450US Mid-Cap Value
    
    
    811US Mid-Cap Blend
    
    
    638International Equity
    
    
    2,784Balanced
    
    
    8,235Common Stock (2)
    
    
    602Total pension assets
    
    $
    17,921
 
 (1)
    
    The plan maintains diversified mutual funds in order to diversify risks and
reduce volatility while achieving the targeted asset mix.(2)
    
    This category invests in aggressive growth common stocks.   PensionExpected Future Service
    
    Benefits2009
    
    $
    1,2692010
    
    
    1,4802011
    
    
    1,5152012
    
    
    1,5702013
    
    
    1,659Years 2014-2018
    
    
    9,847
 Defined Contribution 401(k) Plan
  For the Years Ended December 31,2008
    
    2007
    
    2006Employee salary contribution
Limit (1)
    
    $
    15.5
    
    
    
    15
    
    
    
    15Percentage of salary limitation
    
    
    75
    %
    
    
    75
    %
    
    
    75
    %Total match contribution (2)
    
    $
    2,551
    
    
    
    2,930
    
    
    
    2,461Vesting of employer match
    
    Immediate
    
    Immediate
    
    Immediate
 F-48




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 (1)
    
    For the year ended December 31, 2008, employees over the age of 50 were entitled to
contribute $20,500. For each of the years in the two year period ended December 31, 2007,
employees over the age of 50 were entitled to contribute $20,000.(2)
    
    The employer matched 100% of the first 3% of employee contributions and 50% of the next
2% of employee contributions. Profit Sharing Plan and 2008 Expense Reduction Initiative
  21. Commitments and Contingencies
  Year Ending December 31,
    
    Amount2009
    
    $
    9,2242010
    
    
    8,2722011
    
    
    7,0202012
    
    
    6,2142013
    
    
    5,751Thereafter
    
    
    68,617Total
    
    $
    105,098
 For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Rental expense for
premises and equipment
    
    $
    13,887
    
    
    
    13,591
    
    
    
    10,337
  F-49




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  As of December 31,2008
    
    2007Commitments to sell fixed rate residential loans
    
    $
    25,304
    
    
    
    21,029Commitments to sell variable rate residential loans
    
    
    
    
    
    
    1,518Commitments to purchase variable rate residential
loans
    
    
    
    
    
    
    39,921Commitments to purchase fixed rate residential loans
    
    
    
    
    
    
    21,189Commitments to originate loans held for sale
    
    
    21,843
    
    
    
    18,344Commitments to originate loans held to maturity
    
    
    16,553
    
    
    
    158,589Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    597,739
    
    
    
    992,838Standby letters of credit
    
    
    20,558
    
    
    
    41,151Commercial lines of credit
    
    
    66,954
    
    
    
    96,786
       F-50




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   22. Legal Contingencies
  23. Regulatory Matters
      For Capital
    
    To Be ConsideredActual
    
    Adequacy Purposes
    
    Well CapitalizedAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioAs of December 31, 2008:Total risk-based capital
    
    $
    456,776
    
    
    
    11.63
    %
    
    $
    314,339
    
    
    
    8.00
    %
    
    $
    392,923
    
    
    
    10.00
    %Tier I risk-based capital
    
    
    385,006
    
    
    
    9.80
    
    
    
    157,169
    
    
    
    4.00
    
    
    
    235,754
    
    
    
    6.00Tangible capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    84,929
    
    
    
    1.50
    
    
    
    84,929
    
    
    
    1.50Core capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    226,478
    
    
    
    4.00
    
    
    
    283,098
    
    
    
    5.00As of December 31, 2007:Total risk-based capital
    
    
    495,668
    
    
    
    11.63
    
    
    
    340,998
    
    
    
    8.00
    
    
    
    426,248
    
    
    
    10.00Tier I risk-based capital
    
    
    420,063
    
    
    
    9.85
    
    
    
    170,499
    
    
    
    4.00
    
    
    
    255,749
    
    
    
    6.00Tangible capital
    
    
    420,063
    
    
    
    6.94
    
    
    
    90,821
    
    
    
    1.50
    
    
    
    90,821
    
    
    
    1.50Core capital
    
    
    420,063
    
    
    
    6.94
    
    
    
    242,190
    
    
    
    4.00
    
    
    
    302,738
    
    
    
    5.00
 F-51




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 24. Parent Company Financial Information
  As of December 31,2008
    
    
    2007CONDENSED STATEMENTS OF FINANCIAL CONDITIONASSETSCash deposited at BankAtlantic
    
    $
    26,652
    
    
    
    3,193Short term investments
    
    
    10,464
    
    
    
    5,970Securities available for sale and financial instruments
    
    
    1,595
    
    
    
    146,107Investment securities
    
    
    2,036
    
    
    
    39,617Investment in BankAtlantic
    
    
    414,714
    
    
    
    535,279Investment in other subsidiaries
    
    
    70,009
    
    
    
    2Current income tax receivable  BankAtlantic
    
    
    
    
    
    
    15,422Investment in unconsolidated subsidiaries
    
    
    8,820
    
    
    
    8,820Other assets
    
    
    8,188
    
    
    
    3,962Total assets
    
    $
    542,478
    
    
    
    758,372LIABILITIES AND STOCKHOLDERS EQUITYDue to BankAtlantic
    
    
    245
    
    
    
    83Junior subordinated debentures
    
    
    294,195
    
    
    
    294,195Other liabilities
    
    
    4,070
    
    
    
    4,773Total liabilities
    
    
    298,510
    
    
    
    299,051Stockholders equity
    
    
    243,968
    
    
    
    459,321Total liabilities and stockholders equity
    
    $
    542,748
    
    
    
    758,372
 For the Years Ended December 31,2008
    
    
    2007
    
    
    2006CONDENSED STATEMENTS OF OPERATIONSDividends from BankAtlantic
    
    $
    15,000
    
    
    
    20,000
    
    
    
    20,000Interest income from related parties
    
    
    215
    
    
    
    256
    
    
    
    220Interest income on investments
    
    
    969
    
    
    
    2,063
    
    
    
    2,227Total interest income and dividends
    
    
    16,184
    
    
    
    22,319
    
    
    
    22,447Interest expense on debentures and other borrowings
    
    
    21,262
    
    
    
    23,053
    
    
    
    21,933Net interest (expense) income
    
    
    (5,078
    )
    
    
    (734
    )
    
    
    514Securities activity, net
    
    
    (356
    )
    
    
    6,105
    
    
    
    9,156Income from unconsolidated subsidiaries
    
    
    600
    
    
    
    1,281
    
    
    
    1,634Service fees from subsidiaries and related parties
    
    
    988
    
    
    
    824
    
    
    
    23Total non-interest income
    
    
    1,232
    
    
    
    8,210
    
    
    
    10,813Employee compensation and benefits
    
    
    3,046
    
    
    
    2,421
    
    
    
    4,705Advertising and promotion
    
    
    279
    
    
    
    317
    
    
    
    408Professional fees
    
    
    1,552
    
    
    
    424
    
    
    
    637Other expenses
    
    
    701
    
    
    
    1,079
    
    
    
    1,028Total non-interest expense
    
    
    5,578
    
    
    
    4,241
    
    
    
    6,778(Loss) income from continuing operations before taxes
    
    
    (9,424
    )
    
    
    3,235
    
    
    
    4,549Income tax provision (benefit)
    
    
    1,395
    
    
    
    (6,194
    )
    
    
    (6,008
    )(Loss) income before undistributed earnings of
subsidiaries
    
    
    (10,819
    )
    
    
    9,429
    
    
    
    10,557Equity in (loss) income from BankAtlantic
    
    
    (181,144
    )
    
    
    (39,441
    )
    
    
    16,322Equity in loss from BankAtlantic Bancorp Partners
    
    
    (27,281
    )
    
    
    
    
    
    
    Equity in subsidiaries discontinued
operations, net of tax of (benefit)
of $0, ($4,124) and ($8,001)
    
    
    16,605
    
    
    
    7,812
    
    
    
    (11,492
    )Net (loss) income
    
    $
    (202,639
    )
    
    
    (22,200
    )
    
    
    15,387
 F-52




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 CONDENSED STATEMENTS OF CASH FLOW
 For the Years Ended December 31,(in thousands)
    
    2008
    
    
    2007
    
    
    2006Operating activities:Net (loss) income
    
    $
    (202,639
    )
    
    
    (22,200
    )
    
    
    15,387Adjustment to reconcile net income to net cash provided by
(used in) operating activities:Equity in net undistributed loss (earnings) of
BankAtlantic and other subsidiaries
    
    
    208,425
    
    
    
    48,001
    
    
    
    (4,831
    )Net gains on sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    (16,373
    )
    
    
    Cumulative effect adjustment
    
    
    
    
    
    
    700
    
    
    
    Share-based compensation expense
    
    
    585
    
    
    
    1,084
    
    
    
    1,256Tax benefits from share-based compensation
    
    
    
    
    
    
    (1,265
    )
    
    
    (3,719
    )Impairments of investment securities
    
    
    4,560
    
    
    
    3,316
    
    
    
    Deferred tax valuation allowance
    
    
    12,496
    
    
    
    
    
    
    
    Amortization and accretion, net
    
    
    824
    
    
    
    762
    
    
    
    793Gains on securities activities
    
    
    (4,204
    )
    
    
    (6,105
    )
    
    
    (9,156
    )Increase (decrease) in other liabilities
    
    
    2,220
    
    
    
    (5,931
    )
    
    
    5,075Changes in due from BankAtlantic
    
    
    161
    
    
    
    761
    
    
    
    (834
    )Increase in deferred tax asset
    
    
    (11,101
    )
    
    
    (2,575
    )
    
    
    (249
    )Decrease (increase) in other assets
    
    
    10,373
    
    
    
    (5,746
    )
    
    
    (4,521
    )Net cash provided by (used in) operating activities
    
    
    21,700
    
    
    
    (5,571
    )
    
    
    (799
    )Investing activities:Repayments of loans to subsidiaries
    
    
    
    
    
    
    
    
    
    
    4,613Distribution from unconsolidated subsidiaries
    
    
    
    
    
    
    4,081
    
    
    
    Investments in unconsolidated subsidiaries, net
    
    
    
    
    
    
    (885
    )
    
    
    (4,081
    )Investments in consolidated subsidiaries
    
    
    (162,290
    )
    
    
    
    
    
    
    Purchase of securities
    
    
    (1,854
    )
    
    
    (29,660
    )
    
    
    (62,915
    )Equity securities received from
Ryan Beck Holdings, Inc. earn-out
    
    
    (11,309
    )
    
    
    
    
    
    
    Proceeds from sales of securities
    
    
    182,448
    
    
    
    55,252
    
    
    
    78,582Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    2,628
    
    
    
    Net cash provided by investing activities
    
    
    6,995
    
    
    
    31,416
    
    
    
    16,199Financing activities:Issuance of common stock
    
    
    103
    
    
    
    2,449
    
    
    
    1,479Retirement of Class A common stock accepted as
consideration for the payment of the minimum
withholding tax upon the exercise of stock options
    
    
    
    
    
    
    
    
    
    
    (2,717
    )Proceeds from the issuance of junior subordinated
debentures
    
    
    
    
    
    
    30,929
    
    
    
    Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (53,769
    )
    
    
    (7,833
    )Common stock dividends paid
    
    
    (844
    )
    
    
    (7,439
    )
    
    
    (9,678
    )Excess tax benefits from share-based compensation
    
    
    
    
    
    
    1,265
    
    
    
    3,719Net cash (used in) provided by financing activities
    
    
    (741
    )
    
    
    (26,565
    )
    
    
    (15,030
    )Increase (decrease) in cash and cash equivalents
    
    
    27,954
    
    
    
    (720
    )
    
    
    370Cash and cash equivalents at beginning of period
    
    
    9,162
    
    
    
    9,883
    
    
    
    9,513Cash and cash equivalents at end of period
    
    $
    37,116
    
    
    
    9,163
    
    
    
    9,883
  F-53




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 For the Years Ended December 31,(in thousands)
    
    2008
    
    2007
    
    2006Cash paid for:Interest
    
    $
    21,271
    
    
    
    22,971
    
    
    
    22,707Supplementary disclosure of non-cash investing
and financing activities:Issuance and retirement of Class A common stock accepted
as consideration for the exercise price of stock options
    
    
    
    
    
    
    
    
    
    
    4,549(Decrease) increase in stockholders equity from other
comprehensive income
    
    
    (13,704
    )
    
    
    7,096
    
    
    
    5,157
 25. Fair Value Measurement
          F-54




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  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
   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
    
    
    
    (3,412
    )
    
    
    292Included in other comprehensive
Income
    
    
    1
    
    
    
    
    
    
    
    (133
    )
    
    
    (132
    )Purchases, issuances, and settlements
    
    
    (432
    )
    
    
    (14,365
    )
    
    
    
    
    
    
    (14,797
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    
    
    
    
    1,588
    
    
    
    1,838==
     F-55




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Fair Value Measurements at December 31, 2008Quoted prices inActive Markets
    
    Significant
    
    Significantfor Identical
    
    Other Observable
    
    UnobservableDecember 31,
    
    Assets
    
    Inputs
    
    Inputs
    
    TotalDescription
    
    2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    ImpairmentsLoans measured for impairment
using the fair value of the
collateral
    
    $
    209,012
    
    
    
    
    
    
    
    
    
    
    
    209,012
    
    
    
    103,193Private equity investment
    
    
    536
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    1,148Total
    
    $
    209,548
    
    
    
    
    
    
    
    
    
    
    
    209,548
    
    
    
    104,341= =
  Loans Measured For Impairment
  Private Equity Investment
  F-56




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Financial Disclosures about Fair Value of Financial Instruments
 December 31, 2008
    
    December 31, 2007Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    158,957
    
    
    
    158,957
    
    
    
    124,574
    
    
    
    124,574Securities available for sale
    
    
    701,845
    
    
    
    701,845
    
    
    
    925,363
    
    
    
    925,363Financial instruments
    
    
    
    
    
    
    
    
    
    
    10,661
    
    
    
    10,661Investment securities
    
    
    2,036
    
    
    
    2,036
    
    
    
    39,617
    
    
    
    44,110Tax certificates
    
    
    213,534
    
    
    
    224,434
    
    
    
    188,401
    
    
    
    188,401Federal home loan bank stock
    
    
    54,607
    
    
    
    54,607
    
    
    
    74,003
    
    
    
    74,003Loans receivable including loans
held for sale, net
    
    
    4,326,651
    
    
    
    3,959,563
    
    
    
    4,524,188
    
    
    
    4,610,355Financial liabilities:Deposits
    
    $
    3,926,368
    
    
    
    3,926,382
    
    
    
    3,953,405
    
    
    
    3,967,256Short term borrowings
    
    
    284,423
    
    
    
    284,474
    
    
    
    167,240
    
    
    
    167,240Advances from FHLB
    
    
    967,028
    
    
    
    983,119
    
    
    
    1,397,044
    
    
    
    1,406,728Subordinated debentures
and notes payable
    
    
    22,864
    
    
    
    21,550
    
    
    
    26,654
    
    
    
    26,717Junior subordinated debentures
    
    
    294,195
    
    
    
    142,086
    
    
    
    294,195
    
    
    
    262,814
        F-57




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
         Derivatives
    Concentration of Credit Risk
  F-58




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  26. Earnings per Share
  For The Years Ended December 31,2008
    
    
    2007
    
    
    2006Basic (loss) earnings per share
Numerator:Continuing operations
    
    $
    (219,244
    )
    
    
    (30,012
    )
    
    
    26,879Discontinued operations
    
    
    16,605
    
    
    
    7,812
    
    
    
    (11,492
    )Net (loss) income
    
    $
    (202,639
    )
    
    
    (22,200
    )
    
    
    15,387Denominator:Basic weighted average number of
common shares outstanding
    
    
    11,225,580
    
    
    
    11,632,313
    
    
    
    12,219,092Basic (loss) earnings per share
from:Continuing operations
    
    $
    (19.53
    )
    
    
    (2.58
    )
    
    
    2.20Discontinued operations
    
    
    1.48
    
    
    
    0.67
    
    
    
    (0.94
    )Basic (loss) earnings per share
    
    $
    (18.05
    )
    
    
    (1.91
    )
    
    
    1.26
 For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Diluted earnings (loss) per share
Numerator:Continuing operations
    
    $
    (219,244
    )
    
    
    (30,012
    )
    
    
    26,879Discontinued operations
    
    
    16,605
    
    
    
    7,812
    
    
    
    (11,492
    )Net (loss) income
    
    
    (202,639
    )
    
    
    (22,200
    )
    
    
    15,387Denominator:Basic weighted average number of
common shares outstanding
    
    
    11,225,580
    
    
    
    11,632,313
    
    
    
    12,219,092Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    293,549Diluted weighted average shares
outstanding
    
    
    11,225,580
    
    
    
    11,632,313
    
    
    
    12,512,641Diluted (loss) earnings per share from:Continuing operations
    
    $
    (19.53
    )
    
    
    (2.58
    )
    
    
    2.19Discontinued operations
    
    
    1.48
    
    
    
    0.67
    
    
    
    (0.93
    )Diluted (loss) earnings per share
    
    $
    (18.05
    )
    
    
    (1.91
    )
    
    
    1.26
  F-59




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 27. Real Estate Held for Development and Sale
  As of December 31,2008
    
    
    2007Land and facilities held for sale
    
    $
    8,077
    
    
    
    13,704Land and land development costs
    
    
    10,306
    
    
    
    20,037Total real estate held for
development and sale
    
    $
    18,383
    
    
    
    33,741
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Sales of real estate
    
    $
    11,887
    
    
    
    1,977
    
    
    
    7,613Cost of sales on real estate
    
    
    11,979
    
    
    
    1,439
    
    
    
    8,595(Losses) gains on sales of
real estate
    
    $
    (92
    )
    
    
    538
    
    
    
    (982
    )
   28. Investments in Unconsolidated Subsidiaries
  As of December 31,2008
    
    
    2007Statutory business trusts
    
    $
    8,820
    
    
    
    8,820Rental real estate joint venture
    
    
    
    
    
    
    1,715Investment in factoring joint venture
    
    
    1,732
    
    
    
    2,548Total investments in
unconsolidated subsidiaries
    
    $
    10,552
    
    
    
    13,083
  For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Equity in rental real estate joint venture
earnings
    
    $
    990
    
    
    
    1,592
    
    
    
    1,040Equity in factoring joint venture earnings
    
    
    518
    
    
    
    246
    
    
    
    Earnings in statutory business trusts earnings
    
    
    601
    
    
    
    662
    
    
    
    627Income from unconsolidated subsidiaries
    
    $
    2,109
    
    
    
    2,500
    
    
    
    1,667
 F-60




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      As of December 31,2008
    
    
    2007Statement of Financial ConditionJunior subordinated debentures
    
    $
    294,195
    
    
    
    294,195Other assets
    
    
    1,035
    
    
    
    1,072Total Assets
    
    $
    295,230
    
    
    
    295,267Trust preferred securities
    
    $
    285,375
    
    
    
    285,375Other liabilities
    
    
    1,035
    
    
    
    1,072Total Liabilities
    
    
    286,410
    
    
    
    286,447Common securities
    
    
    8,820
    
    
    
    8,820Total Liabilities and Equity
    
    $
    295,230
    
    
    
    295,267
 For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Statement of OperationsInterest income from
subordinated
debentures
    
    $
    20,197
    
    
    
    22,274
    
    
    
    20,913Interest expense
    
    
    (19,596
    )
    
    
    (21,612
    )
    
    
    (20,286
    )Net income
    
    $
    601
    
    
    
    662
    
    
    
    627
 29. Related Parties
   F-61




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    For the Years Ended December 31,2008
    
    
    2007
    
    
    2006Non-interest income:Other  office facilities
    
    $
    442
    
    
    
    289
    
    
    
    380Non-interest expense:Employee compensation
and benefits
    
    
    (110
    )
    
    
    (214
    )
    
    
    (270
    )Other  back-office support
    
    
    (1,614
    )
    
    
    (1,406
    )
    
    
    (958
    )Net effect of affiliate
transactions
before income taxes
    
    $
    (1,282
    )
    
    
    (1,331
    )
    
    
    (848
    )
   Class A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    53,789
    
    
    $
    48.46Options non-vested
    
    
    13,610
    
    
    $
    92.85
    F-62




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 30. Segment Reporting
   Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operationsParent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities.
   F-63




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2008Interest income
    
    $
    313,285
    
    
    
    1,445
    
    
    
    (214
    )
    
    
    314,516Interest expense
    
    
    (119,637
    )
    
    
    (21,262
    )
    
    
    214
    
    
    
    (140,685
    )(Provision) for loan losses
    
    
    (135,383
    )
    
    
    (24,418
    )
    
    
    
    
    
    
    (159,801
    )Non-interest income
    
    
    137,308
    
    
    
    1,271
    
    
    
    (1,015
    )
    
    
    137,564Non-interest expense
    
    
    (330,623
    )
    
    
    (8,741
    )
    
    
    1,015
    
    
    
    (338,349
    )Segments loss
before income taxes
    
    
    (135,050
    )
    
    
    (51,705
    )
    
    
    
    
    
    
    (186,755
    )Benefit for income tax
    
    
    (31,094
    )
    
    
    (1,395
    )
    
    
    
    
    
    
    (32,489
    )Segment net loss
    
    $
    (166,144
    )
    
    
    (53,100
    )
    
    
    
    
    
    
    (219,244
    )Total assets
    
    $
    5,713,690
    
    
    
    542,478
    
    
    
    (441,611
    )
    
    
    5,814,557Equity method investments
included in total assets
    
    $
    1,732
    
    
    
    8,820
    
    
    
    
    
    
    
    10,552Goodwill
    
    $
    22,205
    
    
    
    
    
    
    
    
    
    
    
    22,205Expenditures for segment assets
    
    $
    11,483
    
    
    
    
    
    
    
    
    
    
    
    11,483Depreciation and amortization
    
    $
    20,220
    
    
    
    799
    
    
    
    
    
    
    
    21,019
 F-64




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2007Interest income
    
    $
    369,570
    
    
    
    2,320
    
    
    
    (257
    )
    
    
    371,633Interest expense
    
    
    (170,060
    )
    
    
    (23,054
    )
    
    
    257
    
    
    
    (192,857
    )(Provision) for loan losses
    
    
    (70,842
    )
    
    
    
    
    
    
    
    
    
    
    (70,842
    )Non-interest income
    
    
    144,412
    
    
    
    8,250
    
    
    
    (830
    )
    
    
    151,832Non-interest expense
    
    
    (313,898
    )
    
    
    (4,282
    )
    
    
    830
    
    
    
    (317,350
    )Segments losses
before income taxes
    
    
    (40,818
    )
    
    
    (16,766
    )
    
    
    
    
    
    
    (57,584
    )Benefit for income tax
    
    
    21,378
    
    
    
    6,194
    
    
    
    
    
    
    
    27,572Segment net loss
    
    $
    (19,440
    )
    
    
    (10,572
    )
    
    
    
    
    
    
    (30,012
    )Total assets
    
    $
    6,161,962
    
    
    
    758,372
    
    
    
    (541,517
    )
    
    
    6,378,817Equity method investments
included in total assets
    
    $
    4,263
    
    
    
    8,820
    
    
    
    
    
    
    
    13,083Goodwill
    
    $
    70,490
    
    
    
    
    
    
    
    
    
    
    
    70,490Expenditures for segment assets
    
    $
    63,992
    
    
    
    
    
    
    
    299
    
    
    
    64,291Depreciation and amortization
    
    $
    15,542
    
    
    
    (784
    )
    
    
    486
    
    
    
    15,244
 Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2006Interest income
    
    $
    364,949
    
    
    
    2,448
    
    
    
    (220
    )
    
    
    367,177Interest expense
    
    
    (145,344
    )
    
    
    (21,933
    )
    
    
    220
    
    
    
    (167,057
    )(Provision) for loan losses
    
    
    (8,574
    )
    
    
    
    
    
    
    
    
    
    
    (8,574
    )Non-interest income
    
    
    131,844
    
    
    
    10,772
    
    
    
    
    
    
    
    142,616Non-interest expense
    
    
    (293,448
    )
    
    
    (6,738
    )
    
    
    
    
    
    
    (300,186
    )Segments income (loss)
before income taxes
    
    
    49,427
    
    
    
    (15,451
    )
    
    
    
    
    
    
    33,976(Provision) benefit for income
taxes
    
    
    (13,105
    )
    
    
    6,008
    
    
    
    
    
    
    
    (7,097
    )Segment net income (loss)
    
    $
    36,322
    
    
    
    (9,443
    )
    
    
    
    
    
    
    26,879Total assets (1)
    
    $
    6,187,122
    
    
    
    796,629
    
    
    
    (488,089
    )
    
    
    6,495,662Equity method investments
included in total assets
    
    $
    3,078
    
    
    
    11,991
    
    
    
    
    
    
    
    15,069Goodwill
    
    $
    70,490
    
    
    
    
    
    
    
    6,184
    
    
    
    76,674Expenditures for segment assets
    
    $
    89,885
    
    
    
    
    
    
    
    
    
    
    
    89,885Depreciation and amortization
    
    $
    13,105
    
    
    
    803
    
    
    
    8,803
    
    
    
    22,711
 
 (1)
    
    The adjusting and elimination entries include the assets, goodwill, depreciation and
amortization of the Ryan Beck discontinued operations. F-65




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 31. Selected Quarterly Results
  First
    
    Second
    
    Third
    
    Fourth2008
    
    Quarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    TotalInterest income
    
    $
    83,732
    
    
    
    78,487
    
    
    
    81,184
    
    
    
    71,113
    
    
    
    314,516Interest expense
    
    
    41,101
    
    
    
    32,886
    
    
    
    34,767
    
    
    
    31,931
    
    
    
    140,685Net interest income
    
    
    42,631
    
    
    
    45,601
    
    
    
    46,417
    
    
    
    39,182
    
    
    
    173,831Provision for loan losses
    
    
    42,888
    
    
    
    47,247
    
    
    
    31,214
    
    
    
    38,452
    
    
    
    159,801Net interest income after
provision for loan losses
    
    
    (257
    )
    
    
    (1,646
    )
    
    
    15,203
    
    
    
    730
    
    
    
    14,030(Loss) before income taxes
    
    
    (39,651
    )
    
    
    (31,509
    )
    
    
    (18,251
    )
    
    
    (97,344
    )
    
    
    (186,755
    )(Loss) from continuing operations
    
    
    (24,564
    )
    
    
    (19,363
    )
    
    
    (10,982
    )
    
    
    (164,335
    )
    
    
    (219,244
    )Discontinued operations
    
    
    1,121
    
    
    
    
    
    
    
    4,919
    
    
    
    10,565
    
    
    
    16,605Net loss
    
    $
    (23,443
    )
    
    
    (19,363
    )
    
    
    (6,063
    )
    
    
    (153,770
    )
    
    
    (202,639
    )Basic (loss) per share
from continuing operations
    
    $
    (2.19
    )
    
    
    (1.73
    )
    
    
    (0.98
    )
    
    
    (14.63
    )
    
    
    (19.53
    )Basic earnings per share
from discontinued operations
    
    
    0.10
    
    
    
    
    
    
    
    0.44
    
    
    
    0.94
    
    
    
    1.48Basic (loss) per share
    
    $
    (2.09
    )
    
    
    (1.73
    )
    
    
    (0.54
    )
    
    
    (13.69
    )
    
    
    (18.05
    )Diluted (loss) per share
from continuing operations
    
    $
    (2.19
    )
    
    
    (1.73
    )
    
    
    (0.98
    )
    
    
    (14.63
    )
    
    
    (19.53
    )Diluted earnings per share
from discontinued operations
    
    
    0.10
    
    
    
    
    
    
    
    0.44
    
    
    
    0.94
    
    
    
    1.48Diluted (loss) per share
    
    $
    (2.09
    )
    
    
    (1.73
    )
    
    
    (0.54
    )
    
    
    (13.69
    )
    
    
    (18.05
    )Basic weighted average number
of common shares outstanding
    
    
    11,219,318
    
    
    
    11,223,495
    
    
    
    11,228,081
    
    
    
    11,231,394
    
    
    
    11,225,580Diluted weighted average number
of common shares outstanding
    
    
    11,219,318
    
    
    
    11,223,495
    
    
    
    11,228,081
    
    
    
    11,231,394
    
    
    
    11,225,580
     F-66




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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 First
    
    Second
    
    Third
    
    Fourth2007
    
    Quarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    TotalInterest income
    
    $
    93,540
    
    
    
    93,775
    
    
    
    94,896
    
    
    
    89,422
    
    
    
    371,633Interest expense
    
    
    46,394
    
    
    
    47,722
    
    
    
    51,137
    
    
    
    47,604
    
    
    
    192,857Net interest income
    
    
    47,146
    
    
    
    46,053
    
    
    
    43,759
    
    
    
    41,818
    
    
    
    178,776Provision for loan losses
    
    
    7,461
    
    
    
    4,917
    
    
    
    48,949
    
    
    
    9,515
    
    
    
    70,842Net interest income after
provision for loan losses
    
    
    39,685
    
    
    
    41,136
    
    
    
    (5,190
    )
    
    
    32,303
    
    
    
    107,934(Loss) income before taxes
    
    
    (3,056
    )
    
    
    13,443
    
    
    
    (50,247
    )
    
    
    (17,724
    )
    
    
    (57,584
    )(Loss) income from continuing operations
    
    
    (2,204
    )
    
    
    11,728
    
    
    
    (29,610
    )
    
    
    (9,926
    )
    
    
    (30,012
    )Discontinued operations, net of taxes
    
    
    7,920
    
    
    
    (108
    )
    
    
    
    
    
    
    
    
    
    
    7,812Net income
    
    $
    5,716
    
    
    
    11,620
    
    
    
    (29,610
    )
    
    
    (9,926
    )
    
    
    (22,200
    )Basic (loss) earnings per share
from continuing operations
    
    $
    (0.18
    )
    
    
    0.99
    
    
    
    (2.61
    )
    
    
    (0.89
    )
    
    
    (2.58
    )Basic earnings per share
from discontinued operations
    
    
    0.65
    
    
    
    (0.01
    )
    
    
    
    
    
    
    
    
    
    
    0.67Basic earnings (loss) per share
    
    $
    0.47
    
    
    
    0.98
    
    
    
    (2.61
    )
    
    
    (0.89
    )
    
    
    (1.91
    )Diluted (loss) earnings per share
from continuing operations
    
    $
    (0.18
    )
    
    
    0.98
    
    
    
    (2.61
    )
    
    
    (0.89
    )
    
    
    (2.58
    )Diluted earnings (loss) per share
from discontinued operations
    
    
    0.65
    
    
    
    (0.01
    )
    
    
    
    
    
    
    
    
    
    
    0.67Diluted earnings (loss) per share
    
    $
    0.47
    
    
    
    0.97
    
    
    
    (2.61
    )
    
    
    (0.89
    )
    
    
    (1.91
    )Basic weighted average number
of common shares outstanding
    
    
    12,127,000
    
    
    
    11,837,911
    
    
    
    11,366,465
    
    
    
    11,210,864
    
    
    
    11,632,313Diluted weighted average number
of common shares outstanding
    
    
    12,127,000
    
    
    
    11,985,848
    
    
    
    11,366,465
    
    
    
    11,210,864
    
    
    
    11,632,313
     F-67




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  ITEM 9A. CONTROLS AND PROCEDURES
        ITEM 9B. OTHER INFORMATION




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##### Table of Contents



PART III
  PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Documents Filed as Part of this Report:
 (1)
    
    Financial Statements
        (2)
    
    Financial Statement Schedules
  (3)
    
    Exhibits




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference3.1
    
    Restated Articles of Incorporation
    
    Exhibit 3.1 to the Registrants Quarterly Report on
Form 10-Q for the quarter ended June 30,
2001, filed on August 14, 2001.3.2
    
    Articles of Amendment to the Restated Articles
of incorporation, effective May 20, 2008
    
    Appendix A to the Registrants Definitive Proxy
Statement on Schedule 14A, filed on May 5, 2008.3.3
    
    Articles of Amendment to the Restated
Articles of incorporation, effective
September 4, 2008
    
    Appendix A to the Registrants Definitive Proxy
Statement on Schedule 14C, filed on September 5,
2008.3.4
    
    Articles of Amendment to the Restated
Articles of incorporation, effective
September 26, 2008
    
    Exhibit 10.1 to the Registrants quarterly report
on Form 10-Q for the quarter ended September 30,
2008 filed on November 10, 2008.3.5
    
    Amended and Restated Bylaws
    
    Form 10-K for the year ended December 31, 2003,
filed on March 3, 2004.10.1
    
    Amendments to Stock Option Plans*
    
    Exhibit 10.1 to the Registrants quarterly report
on
Form 10-Q for the quarter ended September 30,
2003 filed on November 14, 2003.10.2
    
    2005 Restricted Stock and Option Plan
    
    Appendix A to the Registrants Definitive
Proxy Statement filed on April 15, 2005.10.4
    
    2004 Restricted Stock Incentive Plan
    
    Appendix A to the Registrants Definitive
Proxy Statement filed on April 12, 2004.10.5
    
    1998 Ryan Beck Stock Option Plan*
    
    Appendix A, Exhibit B to the Registrants
Registration statement on Form S-4 filed on
May 26, 1998 (Registration No. 333-53107.)10.6
    
    BankAtlantic Bancorp 2000 Non-qualified Stock
Option Plan
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.7
    
    BankAtlantic Bancorp 1996 Stock Option Plan*
    
    Appendix A to the Registrants Definitive
Proxy Statement filed on April 25, 1996.10.8
    
    BankAtlantic Bancorp 1998 Stock Option Plan*
    
    Appendix A to the Registrants Definitive
Proxy Statement filed on March 16, 1998.10.9
    
    BankAtlantic Bancorp, Inc. Restricted Stock
Award Plan for Key Employees of Ryan,
Beck & Co., Inc.*
    
    Exhibit 10.9 to the Registrants Annual Report on
Form 10-K for the year ended December 31, 1998
filed on March 26, 1999.10.10
    
    BankAtlantic Bancorp, Inc.  Ryan Beck
Restricted Stock Incentive Plan*
    
    Exhibit 10.10 to the Registrants Annual Report on
Form 10-K for the year ended December 31, 1998 filed on March 26, 1999.10.11
    
    BankAtlantic Bancorp-Ryan Beck Executive
Incentive Plan*
    
    Appendix B to the Registrants Definitive Proxy
Statement filed on June 22, 1999.10.12
    
    BankAtlantic Bancorp 1999 Stock Option Plan*
    
    Appendix C to the Registrants Definitive Proxy
Statement filed on June 22, 1999.10.13
    
    BankAtlantic Bancorp 1999 Non-qualified Stock
Option Plan*
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.15
    
    Columbus Bank and Trust Company Loan
Agreement, dated as of September 17, 2001
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.16
    
    First Modification of Columbus Bank and Trust
Company Loan Agreement, dated January 23, 2004
    
    Form 10-K for the year ended December 31, 2003
filed on March 3, 2004.10.17
    
    Employment agreement of Ben A. Plotkin
    
    Appendix A, Exhibit D to the Registrants
Registration statement on Form S-4 filed on
May 26, 1998 (Registration No. 333-53107.)10.18
    
    Employment agreement of Lloyd B. DeVaux
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.19 (a)
    
    BankAtlantic Split Dollar Life Insurance Plan
    
    Form 10-K for the year ended
December 31, 2001, filed on March 30, 2002.




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference10.19 (b)
    
    BankAtlantic Split Dollar Life Insurance Plan
Agreement with Alan B. Levan
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.19 (c)
    
    Corrective amendment to BankAtlantic Split
Dollar Life Insurance Plan Agreement
    
    Form 10-K for the year ended December 31, 2001,
filed on March 30, 2002.10.20
    
    Indenture for the Registrants 8.50% Junior
Subordinated Debentures due 2027 held by BBC
Capital Trust II
    
    Exhibit 4.4 to the Registrants form S-3A, filed
on October 24, 2001 (Registration 333-71594
and 333-71594-01.)10.21
    
    Amended and Restated Trust Agreement of BBC
Capital Trust II
    
    Exhibit 4.9 to the Registrants Registration
Statement From S-3A, filed on October 27, 2001
(Registration Nos. 333-71594 and 333-71594-01).10.22
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust III
    
    Exhibit 10.1 to the Registrants quarterly report
on Form 10-Q for the quarter ended June 30, 2002
filed on August 14, 2002.10.23
    
    Indenture for the Registrants Floating Rate
Junior Subordinated Deferrable Interest
Debentures held by BBC Capital Trust III
    
    Exhibit 10.2 to the Registrants quarterly report
on Form 10-Q for the quarter ended June 30, 2002
filed on August 14, 2002.10.24
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust IV
    
    Exhibit 10.1 to the Registrants quarterly report
on Form 10-Q for the quarter ended September 30,
2002 filed on November 14, 2002.10.25
    
    Indenture for the Registrants Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2032 held by BBC Capital
Statutory Trust IV
    
    Exhibit 10.2 to the Registrants quarterly report
on Form 10-Q for the quarter ended September 30,
2002 filed on November 14, 2002.10.26
    
    Amended and Restated Trust Agreement of BBC
Capital Trust V
    
    Exhibit 10.3 to the Registrants quarterly report
on Form 10-Q for the quarter ended September 30,
2002 filed on November 14, 2002.10.27
    
    Indenture for the Registrants Floating Rate
Junior Subordinated Notes due 2032 held by
BBC Capital Trust V
    
    Exhibit 10.3 to the Registrants quarterly report
on Form 10-Q for the quarter ended September 30,
2002 filed on November 14, 2002.10.28
    
    Indenture for the Companys Floating Rate
Junior Subordinated Notes due 2032 held by
BBC Capital Trust VI
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.29
    
    Amended and Restated Trust Agreement of BBC
Capital Trust VI
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.30
    
    Indenture for the Companys Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2032 held by BBC Capital
Statutory Trust VII
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.31
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust VII
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.32
    
    Indenture for the Companys Floating Rate
Junior Subordinated Debt Securities due 2033
held by BBC Capital Trust VIII
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.33
    
    Amended and Restated Declaration of Trust of
BBC Capital Trust VIII
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.34
    
    Indenture for the Companys Floating Rate
Junior Subordinated Debt Securities due 2033
held by BBC Capital Trust IX
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.35
    
    Amended and Restated Declaration of Trust of
BBC Capital Trust IX
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.36
    
    Indenture for BankAtlantics Floating Rate
Subordinated Debt Securities due 2012
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.37
    
    Amendment to the BankAtlantic Bancorp, Inc.
1999 Stock Option Plan
    
    Form 10-K for the year ended December 31, 2002,
filed on March 31, 2003.10.38
    
    Amended and Restated BankAtlantic Bancorp
2001 Option Plan
    
    Appendix B to the Registrants Definitive Proxy
Statement filed on April 18, 2002.




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference10.39
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust X
    
    Exhibit 10.1 to the Registrants quarterly report
on
Form 10-Q for the quarter ended March 31,
2003 filed on May 15, 2003.10.40
    
    Indenture for the Companys Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2033 held by BBC Capital
Statutory Trust X
    
    Exhibit 10.2 to the Registrants quarterly report
on
Form 10-Q for the quarter ended March 31, 2003
filed on May 15, 2003.10.41
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust XI
    
    Exhibit 10.3 to the Registrants quarterly report
on
Form 10-Q for the quarter ended March 31,
2003 filed on May 15, 2003.10.42
    
    Indenture for the Companys Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2033 held by BBC Capital
Statutory Trust XI
    
    Exhibit 10.4 to the Registrants quarterly report
on
Form 10-Q for the quarter ended March 31, 2003
filed on May 15, 2003.10.43
    
    Amended and Restated Declaration of Trust of
BBC Capital Statutory Trust XII
    
    Exhibit 10.5 to the Registrants quarterly report
on
Form 10-Q for the quarter ended March 31,
2003 filed on May 15, 2003.10.44
    
    Indenture for the Companys Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2033 held by BBC Capital
Statutory Trust XII
    
    Exhibit 10.6 to the Registrants quarterly report
on
Form 10-Q for the quarter ended March 31, 2003
filed on May 15, 2003.10.45
    
    Executive Compensation Arrangements for 2005
    
    Included in Registrants Form 8-K Filed on May 20,
2005.10.46
    
    Non-employee Director Compensation Plan for
2005
    
    Exhibit 10.1 to the Registrants Form 8-K Filed on
May 23, 2005.10.47
    
    Deferred Prosecution Agreement, including
Factual Statement
    
    Exhibit 10.1 to the Registrants Form 8-K filed on
April 26, 2006.10.48
    
    Assessment of Civil Money Penalty (FinCEN)
    
    Exhibit 10.2 to the Registrants Form 8-K filed on
April 26, 2006.10.49
    
    Stipulation and Consent to Cease and Desist
Order and Civil Money Penalty (OTS)
    
    Exhibit 10.3 to the Registrants Form 8-K filed on
April 26, 2006.10.50
    
    Cease and Desist Order (OTS)
    
    Exhibit 10.4 to the Registrants Form 8-K filed on
April 26, 2006.10.51
    
    Order of Assessment of a Civil Money Penalty
(OTS)
    
    Exhibit 10.5 to the Registrants Form 8-K filed on
April 26, 2006.10.52
    
    Agreement and Plan of Merger between Stifel
Financial Corp and BankAtlantic Bancorp, Inc.
    
    Exhibit 10.5 to the Registrants Form 8-K filed on
January 12, 2007.10.53
    
    Executive Vice President Termination Agreement
    
    Exhibit 10.1 to the Registrants current report on
Form 10-Q for the quarter ended March 31, 2007
filed on May 10, 2007.10.54
    
    Amendment to Agreement and Plan of Merger
between Stifel Financial Corp and
BankAtlantic Bancorp, Inc.
    
    Exhibit 10.1 to the Registrants current report on
Form 8-K/A dated August 14, 2008 filed on August
20, 2008.21.1
    
    Subsidiaries of the Registrant.
    
    Filed with this Report.23.1
    
    Consent of PricewaterhouseCoopers LLP
    
    Filed with this Report.31.1
    
    Certification of Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed with this Report.31.2
    
    Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed with this Report.32.1
    
    Certification pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
    
    Filed with this Report.32.2
    
    Certification pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
    
    Filed with this Report.
 
 *
    
    Compensatory Plan




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##### Table of Contents



SIGNATURES
  BankAtlantic Bancorp, Inc.March 16, 2009
    
    By:
    
    /s/ Alan B. Levan

Alan B. Levan, Chairman of the Board,and Chief Executive Officer
  Signature
    
    Title
    
    Date/s/ Alan B. Levan

  Alan B. Levan
    
    Chairman of the Board and Chief Executive Officer
    
    3/16/2009/s/ John E Abdo

  John E. Abdo
    
    Vice Chairman of the Board
    
    3/16/2009/s/ Valerie C. Toalson

  Valerie C. Toalson
    
    Executive Vice President and Chief Financial Officer
    
    3/16/2009/s/ Steven M. Coldren

  Steven M. Coldren
    
    Director
    
    3/16/2009/s/ Mary E. Ginestra

  Mary E. Ginestra
    
    Director
    
    3/16/2009/s/ Bruno L. Di Giulian

  Bruno L. Di Giulian
    
    Director
    
    3/16/2009/s/ Charlie C. Winningham, II

  Charlie C. Winningham, II
    
    Director
    
    3/16/2009/s/ Jarett S. Levan

  Jarett S. Levan
    
    Director and President
    
    3/16/2009/s/ D. Keith Cobb

  D. Keith Cobb
    
    Director
    
    3/16/2009/s/ Willis N. Holcombe

  Willis N. Holcombe
    
    Director
    
    3/16/2009/s/ David A. Lieberman

  David A. Lieberman
    
    Director
    
    3/16/2009