##### Table of Contents



UNITED STATES
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, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number
 001-13133
 BankAtlantic Bancorp, Inc.
  Florida
    
    65-0507804(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredClass A Common Stock,
    
    New York Stock ExchangePar Value $0.01 Per Share
 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



TABLE OF CONTENTS  PART IITEM I. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. RESERVEDPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED CONSOLIDATED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESPART IIIPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART I
 
 ITEM I. BUSINESS
  The Company
  1




---



##### Table of Contents



www.bankatlanticbancorp.com
  BankAtlantic
   
    
    attracting checking and savings deposits from individuals and business customers,
    
    originating commercial real estate, middle market, consumer home equity and small
business loans,
    
    purchasing wholesale residential loans, and
    
    investing in mortgage-backed securities and tax certificates.
 BankAtlantics business strategy
    2




---



##### Table of Contents




    
    Focused efforts and enhanced staffing relating to
loan work-outs, collection processes and valuations;
    
    Substantially reduced the origination of land and
residential acquisition, development and construction loans;
    
    Substantially reduced home equity loan originations
through new underwriting requirements based on lower market values of
collateral;
    
    Transferred certain non-performing commercial real
estate loans to the Parent Company in March 2008 in exchange for $94.8
million; and
    
    Froze certain home equity loan unused lines of credit
based on declines in borrower credit scores or the value of loan
collateral;
    Loan Products
  Residential:
 3




---



##### Table of Contents



Commercial Real Estate:
    4




---



##### Table of Contents



Standby Letters of Credit and Commitments:
 Consumer:
 Middle Market commercial business
 Small Business:
  As of December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    PctLoans receivable:Real estate loans:Residential
    
    $
    1,550
    
    
    
    42.35
    
    
    
    1,930
    
    
    
    45.34
    
    
    
    2,156
    
    
    
    47.66
    
    
    
    2,151
    
    
    
    46.81
    
    
    
    2,030
    
    
    
    43.92Consumer  home equity
    
    
    670
    
    
    
    18.31
    
    
    
    719
    
    
    
    16.89
    
    
    
    676
    
    
    
    14.94
    
    
    
    562
    
    
    
    12.23
    
    
    
    514
    
    
    
    11.12Construction and development
    
    
    223
    
    
    
    6.09
    
    
    
    301
    
    
    
    7.07
    
    
    
    416
    
    
    
    9.20
    
    
    
    475
    
    
    
    10.34
    
    
    
    785
    
    
    
    16.99Commercial
    
    
    897
    
    
    
    24.51
    
    
    
    930
    
    
    
    21.85
    
    
    
    882
    
    
    
    19.49
    
    
    
    973
    
    
    
    21.17
    
    
    
    979
    
    
    
    21.18Small business
    
    
    213
    
    
    
    5.82
    
    
    
    219
    
    
    
    5.14
    
    
    
    212
    
    
    
    4.69
    
    
    
    187
    
    
    
    4.07
    
    
    
    152
    
    
    
    3.29Other loans:Commercial business
    
    
    154
    
    
    
    4.21
    
    
    
    143
    
    
    
    3.36
    
    
    
    131
    
    
    
    2.90
    
    
    
    157
    
    
    
    3.42
    
    
    
    88
    
    
    
    1.90Small business  non-mortgage
    
    
    99
    
    
    
    2.70
    
    
    
    108
    
    
    
    2.54
    
    
    
    106
    
    
    
    2.34
    
    
    
    98
    
    
    
    2.13
    
    
    
    83
    
    
    
    1.80Consumer
    
    
    21
    
    
    
    0.57
    
    
    
    26
    
    
    
    0.61
    
    
    
    31
    
    
    
    0.68
    
    
    
    26
    
    
    
    0.57
    
    
    
    27
    
    
    
    0.59Residential loans held for sale
    
    
    4
    
    
    
    0.11
    
    
    
    3
    
    
    
    0.07
    
    
    
    4
    
    
    
    0.09
    
    
    
    9
    
    
    
    0.20
    
    
    
    3
    
    
    
    0.06Total
    
    
    3,831
    
    
    
    104.67
    
    
    
    4,379
    
    
    
    102.87
    
    
    
    4,614
    
    
    
101.99
    
    
    
    4,638
    
    
    
    100.94
    
    
    
    4,661
    
    
    
    100.85Adjustments:Unearned discounts (premiums)
    
    
    (3
    )
    
    
    -0.08
    
    
    
    (3
    )
    
    
    -0.07
    
    
    
    (4
    )
    
    
    -0.09
    
    
    
    (1
    )
    
    
    -0.02
    
    
    
    (2
    )
    
    
    -0.04Allowance for loan losses
    
    
    174
    
    
    
    4.75
    
    
    
    125
    
    
    
    2.94
    
    
    
    94
    
    
    
    2.08
    
    
    
    44
    
    
    
    0.96
    
    
    
    41
    
    
    
    0.89Total loans receivable, net
    
    $
    3,660
    
    
    
    100.00

    
    
    
    4,257
    
    
    
    100.00

    
    
    
    4,524
    
    
    
    100.00

    
    
    
    4,595
    
    
    
    100.00

    
    
    
    4,622
    
    
    
    100.00
 5




---



##### Table of Contents



As of December 31,2009
    
    
    2008
    
    
    2007Builder land bank loans
    
    $
    44
    
    
    
    62
    
    
    
    150Land acquisition and development loans
    
    
    172
    
    
    
    210
    
    
    
    245Land acquisition, development and
construction loans
    
    
    11
    
    
    
    32
    
    
    
    108Total commercial residential
loans (1)
    
    $
    227
    
    
    
    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:
 Tax Certificates:
 6




---



##### Table of Contents



CorporateMortgage-
    
    
    Bond
    
    
    
    
    
    
    WeightedTax
    
    
    Backed
    
    
    and
    
    
    
    
    
    
    AverageCertificates
    
    
    Securities
    
    
    Other
    
    
    Total
    
    
    YieldDecember 31, 2009Maturity: (1)One year or less
    
    $
    79,099
    
    
    
    2
    
    
    
    250
    
    
    
    79,351
    
    
    
    5.66
    %After one through five years
    
    
    33,373
    
    
    
    123
    
    
    
    
    
    
    
    33,496
    
    
    
    5.65After five through ten years
    
    
    
    
    
    
    31,121
    
    
    
    
    
    
    
    31,121
    
    
    
    4.60After ten years
    
    
    
    
    
    
    288,046
    
    
    
    
    
    
    
    288,046
    
    
    
    3.28Fair values (2)
    
    $
    112,472
    
    
    
    319,292
    
    
    
    250
    
    
    
    432,014
    
    
    
    4.00
    %Amortized cost (2)
    
    $
    110,991
    
    
    
    307,314
    
    
    
    250
    
    
    
    418,555
    
    
    
    5.35
    %Weighted average yield based
on fair values
    
    
    5.66
    
    
    
    3.41
    
    
    
    4.30
    
    
    
    4.00Weighted average maturity (yrs)
    
    
    1.30
    
    
    
    20.65
    
    
    
    0.67
    
    
    
    15.69December 31, 2008Fair values (2)
    
    $
    224,434
    
    
    
    699,224
    
    
    
    250
    
    
    
    923,908
    
    
    
    5.25
    %Amortized cost (2)
    
    $
    213,534
    
    
    
    687,344
    
    
    
    250
    
    
    
    901,128
    
    
    
    6.00
    %December 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
    %
 
 (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 2 years).(2)
    
    Equity and tax exempt securities held by the Parent Company with a cost of $1.5 million,
$3.6 million, and $162.6 million and a fair value of $1.5 million, $4.1 million, and $179.5
million, at December 31, 2009, 2008 and 2007, respectively, were excluded from the above
table. At December 31, 2009, equities held by BankAtlantic with a cost of $0.8 million and
a fair value of $0.8 million were excluded from the above table. 7




---



##### Table of Contents



December 31, 2009 (1)Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueTax certificates and investment securities:Tax certificates:Cost equals market
    
    $
    110,991
    
    
    
    1,481
    
    
    
    
    
    
    
    112,472Securities available for sale:Investment securities:Cost equals market
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Market over cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cost over market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed securities :Cost equals market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market over cost
    
    
    285,200
    
    
    
    11,998
    
    
    
    
    
    
    
    297,198Cost over market
    
    
    22,114
    
    
    
    
    
    
    
    20
    
    
    
    22,094Total
    
    $
    418,555
    
    
    
    13,479
    
    
    
    20
    
    
    
    432,014
 
 1)
    
    The above table excludes Parent Company equity securities with a cost and fair value of
$1.5 million at December 31, 2009. At December 31, 2009, equities held by BankAtlantic
with a cost and fair value of $0.8 million were excluded from the above table. Deposit products and borrowed funds:
 Deposits:
 Federal Home Loan Bank (FHLB) Advances:
 8




---



##### Table of Contents



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 15 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 16 to the Notes to Consolidated Financial Statements for more
information regarding BankAtlantics treasury tax and loan borrowings.
  Parent Company
  9




---



##### Table of Contents



December 31, 2009Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedValue
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    14,002
    
    
    
    
    
    
    
    
    
    
    
    14,002Equity securities
    
    
    1,510
    
    
    
    
    
    
    
    6
    
    
    
    1,504Total
    
    $
    15,512
    
    
    
    
    
    
    
    6
    
    
    
    15,506
  (in millions)
    
    AmountBuilder land bank loans
    
    $
    14Land acquisition and development loans
    
    
    10Land acquisition, development and
construction loans
    
    
    15Commercial
    
    
    9Total commercial loans
    
    
    48Real estate owned
    
    
    11Total loans and real estate owned
    
    $
    59
 Employees
   December 31, 2009
    
    
    December 31, 2008Full-
    
    
    Part-
    
    
    Full-
    
    
    Part-Time
    
    
    time
    
    
    time
    
    
    timeBankAtlantic Bancorp
    
    
    6
    
    
    
    
    
    
    
    6
    
    
    
    BankAtlantic
    
    
    1,426
    
    
    
    212
    
    
    
    1,698
    
    
    
    143Total
    
    
    1,432
    
    
    
    212
    
    
    
    1,704
    
    
    
    143
 Competition
   10




---



##### Table of Contents



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




---



##### 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
 QTL Test
 12




---



##### Table of Contents



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:
 
    
    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; or
 
    
    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
   Liquidity
 Assessments
 13




---



##### Table of Contents




    
    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
  
    
    making or renewing a loan or other extension of credit to an affiliate;
 
    
    purchasing, or investing in, a security issued by an affiliate;
 14




---



##### Table of Contents




    
    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
 Shared National Credit Program
 15




---



##### Table of Contents



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




---



##### Table of Contents



Privacy and Security Protection
 Insurance Activities
 17




---



##### 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




---



##### 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
 We have incurred significant losses during the last three years, and if we continue to incur
significant losses we will need to raise additional capital, which may not be available on
attractive terms, if at all.
    19




---



##### Table of Contents



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.
   BankAtlantic Bancorp has deferred interest on its outstanding junior subordinated debentures and
anticipates that it will continue to defer this interest for the foreseeable future, which could
adversely affect its financial condition and liquidity.
  20




---



##### Table of Contents



BankAtlantic Bancorps cash offers to purchase $230 million of trust preferred securities issued by
statutory business trusts formed by may not be consummated.
  Historically, BankAtlantic Bancorp has relied on dividends from BankAtlantic to service its debt
and pay dividends, but no dividends from BankAtlantic are anticipated or contemplated for the
foreseeable future.
   The decline in the Florida real estate market has adversely affected, and may continue to adversely
affect, our earnings and financial condition.
  21




---



##### Table of Contents



Our loan portfolio is concentrated in loans secured by real estate, a majority of which are located
in Florida, which makes us very susceptible to credit losses given the current depressed real
estate market.
       22




---



##### Table of Contents



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.
  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.
   23




---



##### Table of Contents



Adverse events in Florida, where our business is currently concentrated, could adversely impact our
results and future growth.
  BankAtlantics interest-only residential loans expose it to greater credit risks.
  Nonperforming assets take significant time to resolve and adversely affect our results of
operations and financial condition, and could result in further losses in the future.
  Changes in interest rates could adversely affect our net interest income and profitability.
  24




---



##### Table of Contents




    
    interest income on interest-earning assets, such as loans; and
    
    interest expense on interest-bearing liabilities, such as deposits.
   
    
    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 obtains a significant portion of its non-interest income through service charges on
core deposit accounts, and recent legislation designed to limit service charges could reduce our
fee income.
  25




---



##### Table of Contents



The cost and outcome of pending legal proceedings may impact our results of operations
  BankAtlantic has significantly reduced operating expenses over the past three years and
BankAtlantic may not be able to continue to reduce expenses without adversely impacting its
operations.
  Deposit insurance premium assessments may increase substantially, which would adversely affect
expenses.
  Further reductions in BankAtlantics assets may adversely affect our earnings and/or operations.
  26




---



##### Table of Contents



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
continue to 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, and
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 from
other financial institutions or government
entities.
    
    Increased regulation of the industry may increase costs, decrease fee income 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
competitively market its products and services.
    
    BankAtlantic may be required to pay significantly higher FDIC deposit premiums and assessments.
    
    Continued asset valuation declines could adversely impact our
credit losses and result in additional impairments of goodwill and
other assets.
 Legislative and regulatory actions taken now or in the future may have a significant adverse effect
on our financial statements.
  27




---



##### Table of Contents




    
    The Federal Reserves proposed guidance on
incentive compensation policies at banking
organizations and the FDICs proposed rules tying
employee compensation to assessments for deposit
insurance;
 
    
    Proposals to limit a lenders ability to foreclose
on mortgages or make such foreclosures less
economically viable, including by allowing Chapter 13
bankruptcy plans to cram down the value of certain
mortgages on a consumers principal residence to its
market value and/or reset interest rates and monthly
payments to permit defaulting debtors to remain in
their home;
    
    Proposed legislation concerning the comprehensive
regulation of the over-the-counter derivatives
market, including robust and comprehensive prudential
supervision (including strict capital and margin
requirements) for all over-the-counter derivative
dealers and major market participants and central
clearing of standardized over-the-counter
derivatives; and
    
    Proposal which would prohibit banks and bank
holding companies from engaging in proprietary trading
or owning, investing or sponsoring a hedge fund or
private equity fund.
    28




---



##### Table of Contents



The Company and BankAtlantic are each subject to significant regulation and 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.
   
    
    prohibit 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.
  BankAtlantic is subject to liquidity risk as its loans are funded by its deposits.
  Our loan portfolio subjects us to high levels of credit and counterparty risk.
   29




---



##### Table of Contents



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.
  BFC can reduce its economic interest in us and still maintain voting control.
  30




---



##### Table of Contents



Provisions in our charter documents may make it difficult for a third party to acquire us and could
depress the price of our Class A Common Stock.
  
    
    the provisions in our Restated Articles of Incorporation
regarding the voting rights of our Class B common stock;
    
    the authority of our board of directors to issue additional shares of common or preferred stock and to fix the relative
rights and preferences of the preferred stock without
additional shareholder approval;
    
    the division of our board of directors into three classes
of directors with three-year staggered terms; and
    
    advance notice procedures to be complied with by
shareholders in order to make shareholder proposals or
nominate directors.
 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.
   
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  31




---



##### Table of Contents



ITEM 2. PROPERTIES
   Miami -
    
    
    
    
    
    
    Palm
    
    
    TampaDade
    
    
    Broward
    
    
    Beach
    
    
    BayOwned full-service stores
    
    
    9
    
    
    
    13
    
    
    
    25
    
    
    
    7Leased full-service stores
    
    
    11
    
    
    
    11
    
    
    
    5
    
    
    
    5Ground leased full-service stores (1)
    
    
    3
    
    
    
    3
    
    
    
    1
    
    
    
    7Total full-service stores
    
    
    23
    
    
    
    27
    
    
    
    31
    
    
    
    19Lease expiration dates
    
    
    2010-2018
    
    
    
    2010-2015
    
    
    
    2011-2014
    
    
    
    2010-2023Ground 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
    
    
    
    1Leased back-office expiration dates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2014
    
    
    
    2013
  Miami -
    
    
    
    
    
    
    Palm
    
    
    Tampa
    
    
    Orlando /Dade
    
    
    Broward
    
    
    Beach
    
    
    Bay
    
    
    JacksonvilleExecuted leases for new stores
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    Executed lease expiration dates
    
    
    
    
    
    
    2030
    
    
    
    2028
    
    
    
    
    
    
    
    Executed leases held for sublease
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    5
    
    
    
    2Executed lease expiration dates
    
    
    
    
    
    
    2013
    
    
    
    
    
    
    
    2010-2048
    
    
    
    2028-2029Land held for sale
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    4
 32




---



##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
 In re BankAtlantic Bancorp, Inc. Securities Litigation , No. 0:07-cv-61542-UU, United States
District Court, Southern District of Florida
 Hubbard Alarm Specialties, Inc. v.
BankAtlantic Bancorp, Inc.
 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.,
 Wilmine Almonor, individually and on behalf of all others similarly situated, vs. BankAtlantic
Bancorp, Inc., Steven M. Coldren, Mary E. Ginestra, Willis N. Holcombe, Jarett S. Levan, John E.
Abdo, David A. Lieberman, Charlie C. Winningham II, D. Keith Cobb, Bruno L. DiGiulian, Alan B.
Levan, James A. White, the Security Plus Plan Committee, and Unknown Fiduciary Defendants 1-50 , No.
0:07-cv-61862- DMM, United States District Court, Southern District of Florida.
 Hubbard
 33




---



##### Table of Contents



SEC Investigation
  Lashelle Farrington, individually and on behalf of all others similarly situated, v. BankAtlantic,
a Federal Savings Bank, Case No. 09-006210 (11), in the Circuit Court of the Seventeenth Judicial
Circuit in and for Broward County, Florida.
 Farrington
 Joel and Elizabeth Rothman, on behalf of themselves and all persons similarly situated vs.
BankAtlantic, Case No. 09-059341 (07), Circuit Court of the 17th Judicial Circuit for
Broward County, Florida.
   34




---



##### Table of Contents



ITEM 4. RESERVED
 35




---



##### Table of Contents



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, 2009
    
    $
    6.68
    
    
    $
    0.66Fourth quarter
    
    
    2.96
    
    
    
    1.20Third quarter
    
    
    6.68
    
    
    
    2.60Second quarter
    
    
    4.75
    
    
    
    1.99First quarter
    
    
    5.67
    
    
    
    0.66For 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
    
    
    
    16.30
   36




---



##### Table of Contents



Cash Dividends Per
    
    
    Cash Dividends PerShare of Class B
    
    
    Share of Class ACommon Stock
    
    
    Common StockFiscal year ended December 31, 2009
    
    $
    0.0250
    
    
    $
    0.0250Fourth quarter
    
    
    0.0000
    
    
    
    0.0000Third quarter
    
    
    0.0000
    
    
    
    0.0000Second quarter
    
    
    0.0000
    
    
    
    0.0000First quarter
    
    
    0.0250
    
    
    
    0.0250Fiscal 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
    
    
    
    0.0250
  37




---



##### Table of Contents



ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
 For the Years Ended December 31,(In thousands except share and per share data)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Income StatementTotal interest income
    
    $
    223,593
    
    
    
    314,516
    
    
    
    371,633
    
    
    
    367,177
    
    
    
    345,894Total interest expense
    
    
    75,231
    
    
    
    140,685
    
    
    
    192,857
    
    
    
    167,057
    
    
    
    141,909Net interest income
    
    
    148,362
    
    
    
    173,831
    
    
    
    178,776
    
    
    
    200,120
    
    
    
    203,985Provision for (recovery from) loan losses
    
    
    232,658
    
    
    
    159,801
    
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )Securities activities, net
    
    
    11,180
    
    
    
    2,039
    
    
    
    8,412
    
    
    
    9,813
    
    
    
    847Other non-interest income
    
    
    118,641
    
    
    
    135,525
    
    
    
    143,420
    
    
    
    132,803
    
    
    
    101,452Restructuring charges, impairments
and exit activities
    
    
    29,920
    
    
    
    59,551
    
    
    
    20,890
    
    
    
    1,466
    
    
    
    3,706Other non-interest expense
    
    
    236,844
    
    
    
    278,798
    
    
    
    296,460
    
    
    
    298,720
    
    
    
    243,264(Loss) income from continuing operations
before income taxes
    
    
    (221,239
    )
    
    
    (186,755
    )
    
    
    (57,584
    )
    
    
    33,976
    
    
    
    65,929Provision (benefit) for income taxes
    
    
    (31,719
    )
    
    
    32,489
    
    
    
    (27,572
    )
    
    
    7,097
    
    
    
    23,403(Loss) income from continuing operations
    
    
    (189,520
    )
    
    
    (219,244
    )
    
    
    (30,012
    )
    
    
    26,879
    
    
    
    42,526Discontinued operations, net of tax (5)
    
    
    3,701
    
    
    
    16,605
    
    
    
    7,812
    
    
    
    (11,492
    )
    
    
    16,656Net (loss) income
    
    $
    (185,819
    )
    
    
    (202,639
    )
    
    
    (22,200
    )
    
    
    15,387
    
    
    
    59,182Performance ratiosReturn on average assets (1)
    
    
    (3.60
    )
    
    
    (3.50
    )
    
    
    (0.47
    )
    
    
    0.42
    
    
    
    0.64Return on average equity (1)
    
    
    (92.44
    )
    
    
    (51.03
    )
    
    
    (5.91
    )
    
    
    5.12
    
    
    
    8.42Average equity to average assets
    
    
    3.90
    
    
    
    6.86
    
    
    
    7.91
    
    
    
    8.19
    
    
    
    7.65Dividend payout ratio (2)
    
    
    (0.15
    )
    
    
    (0.38
    )
    
    
    (24.79
    )
    
    
    36.01
    
    
    
    20.83
 For the Years Ended December 31,(In thousands except share and per share data)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Diluted earnings per shareDiluted (loss) earnings from continuing operations
    
    $
    (8.02
    )
    
    
    (14.54
    )
    
    
    (1.93
    )
    
    
    1.61
    
    
    
    2.53Diluted earnings (loss) per share from
discontinued operations (5)
    
    
    0.15
    
    
    
    1.10
    
    
    
    0.51
    
    
    
    (0.69
    )
    
    
    0.94Diluted (loss) earnings per share
    
    $
    (7.87
    )
    
    
    (13.44
    )
    
    
    (1.42
    )
    
    
    0.92
    
    
    
    3.47Per common share dataCash dividends declared per
common share Class A
    
    $
    0.025
    
    
    
    0.075
    
    
    
    0.640
    
    
    
    0.790
    
    
    
    0.730Cash dividends declared per
common share Class B
    
    
    0.025
    
    
    
    0.075
    
    
    
    0.640
    
    
    
    0.790
    
    
    
    0.730Book value per share (3)
    
    
    2.88
    
    
    
    21.72
    
    
    
    40.96
    
    
    
    43.01
    
    
    
    42.49
 38




---



##### Table of Contents



As of December 31,(In thousands except share and per share data)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Balance Sheet (at year end)Loans, net
    
    $
    3,694,326
    
    
    
    4,326,651
    
    
    
    4,524,188
    
    
    
    4,595,920
    
    
    
    4,624,772Securities
    
    
    433,318
    
    
    
    948,592
    
    
    
    1,169,673
    
    
    
    1,059,111
    
    
    
    1,042,217Total assets
    
    
    4,815,617
    
    
    
    5,814,557
    
    
    
    6,378,817
    
    
    
    6,495,662
    
    
    
    6,471,411Deposits
    
    
    3,969,680
    
    
    
    3,919,796
    
    
    
    3,953,405
    
    
    
    3,867,036
    
    
    
    3,752,676Securities sold under agreements
to repurchase and other
short term borrowings
    
    
    27,271
    
    
    
    284,423
    
    
    
    167,240
    
    
    
    133,958
    
    
    
    255,501Other borrowings (4)
    
    
    613,043
    
    
    
    1,284,087
    
    
    
    1,717,893
    
    
    
    1,810,247
    
    
    
    1,724,160Stockholders equity
    
    
    141,571
    
    
    
    243,968
    
    
    
    459,321
    
    
    
    524,982
    
    
    
    516,336Asset quality ratios for BankAtlanticNon-performing assets, net of reserves,
as a percent of total loans, tax
certificates and repossessed assets
    
    %
    9.39
    
    
    
    6.55
    
    
    
    4.10
    
    
    
    0.55
    
    
    
    0.17Loan loss allowance as a percent of
non-performing loans
    
    
    56.56
    
    
    
    47.76
    
    
    
    52.65
    
    
    
    982.89
    
    
    
    605.68Loan loss allowance as a percent
of total loans
    
    
    4.83
    
    
    
    3.07
    
    
    
    2.04
    
    
    
    0.94
    
    
    
    0.88Capital ratios for BankAtlantic:Total risk based capital
    
    %
    12.56
    
    
    
    11.63
    
    
    
    11.63
    
    
    
    12.08
    
    
    
    11.50Tier I risk based capital
    
    
    10.63
    
    
    
    9.80
    
    
    
    9.85
    
    
    
    10.50
    
    
    
    10.02Leverage
    
    
    7.58
    
    
    
    6.80
    
    
    
    6.94
    
    
    
    7.55
    
    
    
    7.42
 
 1.
    
    The return on average assets is equal to income (loss) from continuing operations
(numerator) divided by average consolidated assets (denominator) during the respective
year. The return on average equity is equal to income (loss) from continuing operations
(numerator) divided by average consolidated equity (denominator) during the respective
year. Income (loss) from continuing operations excludes the income from Ryan Beck
Holdings, Inc. for all periods presented. While income (loss) 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 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. Loans under 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 are recorded as secured borrowings.5.
    
    Discontinued operations include the earnings of Ryan Beck for each of the years in
the three year period ending December 31, 2007.6.
    
    During the year ended December 31, 2009, the Company recognized a tax benefit
associated with the enactment of tax legislation that increased the 2009 net operating
loss carry-back period from two years to five years. During the year ended December 31,
2009 and 2008, the Company recorded a deferred tax valuation allowance for its entire net
deferred tax asset. 39




---



##### 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 31,2009
    
    
    2008
    
    
    2007BankAtlantic
    
    $
    (148,708
    )
    
    
    (166,144
    )
    
    
    (19,440
    )Parent Co.
    
    
    (40,812
    )
    
    
    (53,100
    )
    
    
    (10,572
    )Net loss
    
    $
    (189,520
    )
    
    
    (219,244
    )
    
    
    (30,012
    )
   40




---



##### Table of Contents



41




---



##### Table of Contents



Summary
  Floridas Most Convenient Bank
      42




---



##### Table of Contents



For the Years Ended
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2009 vs
    
    
    2008 vs2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net interest income
    
    $
    163,324
    
    
    
    193,648
    
    
    
    199,510
    
    
    
    (30,324
    )
    
    
    (5,862
    )Provision for loan losses
    
    
    (214,244
    )
    
    
    (135,383
    )
    
    
    (70,842
    )
    
    
    (78,861
    )
    
    
    (64,541
    )Net interest income (loss) after
provision for loan losses
    
    
    (50,920
    )
    
    
    58,265
    
    
    
    128,668
    
    
    
    (109,185
    )
    
    
    (70,403
    )Non-interest income
    
    
    129,292
    
    
    
    137,308
    
    
    
    144,412
    
    
    
    (8,016
    )
    
    
    (7,104
    )Non-interest expense
    
    
    (258,799
    )
    
    
    (330,623
    )
    
    
    (313,898
    )
    
    
    71,824
    
    
    
    (16,725
    )BankAtlantic (loss) income before income taxes
    
    
    (180,427
    )
    
    
    (135,050
    )
    
    
    (40,818
    )
    
    
    (45,377
    )
    
    
    (94,232
    )Benefit/(provision) for income taxes
    
    
    31,719
    
    
    
    (31,094
    )
    
    
    21,378
    
    
    
    62,813
    
    
    
    (52,472
    )BankAtlantic net loss
    
    $
    (148,708
    )
    
    
    (166,144
    )
    
    
    (19,440
    )
    
    
    17,436
    
    
    
    (146,704
    )
 43




---



##### Table of Contents



BankAtlantics Net Interest Income
 For the Years EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007(Dollars are in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Interest earning assets
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateLoans: (a)Residential real estate
    
    $
    1,758,188
    
    
    
    89,836
    
    
    
    5.11
    
    
    
    2,053,645
    
    
    
    111,691
    
    
    
    5.44
    
    
    
    2,209,832
    
    
    
    120,768
    
    
    
    5.47Commercial real estate
    
    
    1,204,005
    
    
    
    46,746
    
    
    
    3.88
    
    
    
    1,238,307
    
    
    
    69,642
    
    
    
    5.62
    
    
    
    1,367,095
    
    
    
    108,931
    
    
    
    7.97Consumer
    
    
    723,135
    
    
    
    21,104
    
    
    
    2.92
    
    
    
    743,863
    
    
    
    33,950
    
    
    
    4.56
    
    
    
    650,764
    
    
    
    47,625
    
    
    
    7.32Commercial business
    
    
    143,224
    
    
    
    7,461
    
    
    
    5.21
    
    
    
    132,565
    
    
    
    9,516
    
    
    
    7.18
    
    
    
    142,455
    
    
    
    12,720
    
    
    
    8.93Small business
    
    
    316,328
    
    
    
    20,010
    
    
    
    6.33
    
    
    
    320,853
    
    
    
    22,162
    
    
    
    6.91
    
    
    
    298,774
    
    
    
    23,954
    
    
    
    8.02Total loans
    
    
    4,144,880
    
    
    
    185,157
    
    
    
    4.47
    
    
    
    4,489,233
    
    
    
    246,961
    
    
    
    5.50
    
    
    
    4,668,920
    
    
    
    313,998
    
    
    
    6.73Tax exempt securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    328,583
    
    
    
    19,272
    
    
    
    5.87Taxable investment securities (b)
    
    
    661,216
    
    
    
    37,857
    
    
    
    5.73
    
    
    
    1,078,189
    
    
    
    65,570
    
    
    
    6.08
    
    
    
    689,263
    
    
    
    42,849
    
    
    
    6.22Federal funds sold
    
    
    14,760
    
    
    
    33
    
    
    
    0.22
    
    
    
    44,031
    
    
    
    754
    
    
    
    1.71
    
    
    
    3,638
    
    
    
    195
    
    
    
    5.36Total investment securities
    
    
    675,976
    
    
    
    37,890
    
    
    
    5.61
    
    
    
    1,122,220
    
    
    
    66,324
    
    
    
    5.91
    
    
    
    1,021,484
    
    
    
    62,316
    
    
    
    6.10Total interest earning assets
    
    
    4,820,856
    
    
    
    223,047
    
    
    
    4.63
    
    
    
    5,611,453
    
    
    
    313,285
    
    
    
    5.58
    
    
    
    5,690,404
    
    
    
    376,314
    
    
    
    6.61Total non-interest earning assets
    
    
    365,257
    
    
    
    
    
    
    
    
    
    
    
    503,028
    
    
    
    
    
    
    
    
    
    
    
    510,173Total assets
    
    $
    5,186,113
    
    
    
    
    
    
    
    
    
    
    
    6,114,481
    
    
    
    
    
    
    
    
    
    
    
    6,200,577Interest bearing liabilitiesDeposits:Savings
    
    $
    436,169
    
    
    
    1,612
    
    
    
    0.37
    
    
    
    503,464
    
    
    
    4,994
    
    
    
    0.99
    
    
    
    584,542
    
    
    
    12,559
    
    
    
    2.15NOW, money funds and checking
    
    
    1,589,340
    
    
    
    9,961
    
    
    
    0.63
    
    
    
    1,506,479
    
    
    
    17,784
    
    
    
    1.18
    
    
    
    1,450,960
    
    
    
    26,031
    
    
    
    1.79Certificate accounts
    
    
    1,192,012
    
    
    
    30,311
    
    
    
    2.54
    
    
    
    1,088,170
    
    
    
    41,485
    
    
    
    3.81
    
    
    
    992,043
    
    
    
    45,886
    
    
    
    4.63Total interest bearing deposits
    
    
    3,217,521
    
    
    
    41,884
    
    
    
    1.30
    
    
    
    3,098,113
    
    
    
    64,263
    
    
    
    2.07
    
    
    
    3,027,545
    
    
    
    84,476
    
    
    
    2.79Securities sold under agreements to repurchase and federal funds purchased
    
    
    108,248
    
    
    
    237
    
    
    
    0.22
    
    
    
    141,654
    
    
    
    2,699
    
    
    
    1.91
    
    
    
    194,222
    
    
    
    9,829
    
    
    
    5.06Advances from FHLB
    
    
    553,146
    
    
    
    16,522
    
    
    
    2.99
    
    
    
    1,417,718
    
    
    
    50,942
    
    
    
    3.59
    
    
    
    1,379,106
    
    
    
    73,256
    
    
    
    5.31Subordinated debentures and notes payable
    
    
    22,757
    
    
    
    1,080
    
    
    
    4.75
    
    
    
    26,004
    
    
    
    1,733
    
    
    
    6.66
    
    
    
    28,946
    
    
    
    2,498
    
    
    
    8.63Total interest bearing liabilities
    
    
    3,901,672
    
    
    
    59,723
    
    
    
    1.53
    
    
    
    4,683,489
    
    
    
    119,637
    
    
    
    2.55
    
    
    
    4,629,819
    
    
    
    170,059
    
    
    
    3.67Non-interest bearing liabilitiesDemand deposit and escrow accounts
    
    
    809,900
    
    
    
    
    
    
    
    
    
    
    
    828,825
    
    
    
    
    
    
    
    
    
    
    
    946,356Other liabilities
    
    
    62,343
    
    
    
    
    
    
    
    
    
    
    
    50,584
    
    
    
    
    
    
    
    
    
    
    
    55,683Total non-interest bearing liabilities
    
    
    872,243
    
    
    
    
    
    
    
    
    
    
    
    879,409
    
    
    
    
    
    
    
    
    
    
    
    1,002,039Stockholders equity
    
    
    412,198
    
    
    
    
    
    
    
    
    
    
    
    551,583
    
    
    
    
    
    
    
    
    
    
    
    568,719Total liabilities and stockholdersequity
    
    $
    5,186,113
    
    
    
    
    
    
    
    
    
    
    
    6,114,481
    
    
    
    
    
    
    
    
    
    
    
    6,200,577Net interest income/netinterest spread
    
    
    
    
    
    
    163,324
    
    
    
    3.10
    %
    
    
    
    
    
    
    193,648
    
    
    
    3.03
    %
    
    
    
    
    
    
    206,255
    
    
    
    2.94
    %Tax equivalent adjustment (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,745
    )Net interest income
    
    
    
    
    
    
    163,324
    
    
    
    
    
    
    
    
    
    
    
    193,648
    
    
    
    
    
    
    
    
    
    
    
    199,510MarginInterest income/interest earning assets
    
    %
    
    
    
    
    
    
    
    
    4.63
    
    
    
    
    
    
    
    
    
    
    
    5.58
    
    
    
    
    
    
    
    
    
    
    
    6.61Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.24
    
    
    
    
    
    
    
    
    
    
    
    2.13
    
    
    
    
    
    
    
    
    
    
    
    2.99Tax equivalent net interest margin
    
    %
    
    
    
    
    
    
    
    
    3.39
    
    
    
    
    
    
    
    
    
    
    
    3.45
    
    
    
    
    
    
    
    
    
    
    
    3.62
 44




---



##### Table of Contents



(a)
    
    Includes non-accruing loans, and as such, the average yield on loans reflects the
impact of these non-interest earning assets.(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, 2009 Compared to the Same 2008 Period
      45




---



##### Table of Contents



For the Year Ended December 31, 2008 Compared to the Same 2007 Period
       46




---



##### Table of Contents



Year Ended
    
    
    Year EndedDecember 31, 2009
    
    
    December 31, 2008Compared to Year Ended
    
    
    Compared to Year EndedDecember 31, 2008
    
    
    December 31, 2007Volume
    
    
    
    
    
    
    
    
    
    
    Volume(a)
    
    
    Rate
    
    
    Total
    
    
    (a)
    
    
    Rate
    
    
    TotalIncrease (decrease) due to:Loans
    
    $
    (15,383
    )
    
    
    (46,421
    )
    
    
    (61,804
    )
    
    
    (9,885
    )
    
    
    (57,152
    )
    
    
    (67,037
    )Tax exempt securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,272
    )
    
    
    (19,272
    )Taxable investment securities (b)
    
    
    (23,872
    )
    
    
    (3,841
    )
    
    
    (27,713
    )
    
    
    23,652
    
    
    
    (931
    )
    
    
    22,721Federal funds sold
    
    
    (65
    )
    
    
    (656
    )
    
    
    (721
    )
    
    
    692
    
    
    
    (133
    )
    
    
    559Total earning assets
    
    
    (39,320
    )
    
    
    (50,918
    )
    
    
    (90,238
    )
    
    
    14,459
    
    
    
    (77,488
    )
    
    
    (63,029
    )Deposits:Savings
    
    
    (249
    )
    
    
    (3,133
    )
    
    
    (3,382
    )
    
    
    (804
    )
    
    
    (6,761
    )
    
    
    (7,565
    )NOW, money funds,
and checking
    
    
    519
    
    
    
    (8,342
    )
    
    
    (7,823
    )
    
    
    655
    
    
    
    (8,902
    )
    
    
    (8,247
    )Certificate accounts
    
    
    2,641
    
    
    
    (13,815
    )
    
    
    (11,174
    )
    
    
    3,665
    
    
    
    (8,066
    )
    
    
    (4,401
    )Total deposits
    
    
    2,911
    
    
    
    (25,290
    )
    
    
    (22,379
    )
    
    
    3,516
    
    
    
    (23,729
    )
    
    
    (20,213
    )Securities sold under
agreements to repurchase
    
    
    (73
    )
    
    
    (2,389
    )
    
    
    (2,462
    )
    
    
    (1,002
    )
    
    
    (6,128
    )
    
    
    (7,130
    )Advances from FHLB
    
    
    (25,824
    )
    
    
    (8,596
    )
    
    
    (34,420
    )
    
    
    1,387
    
    
    
    (23,701
    )
    
    
    (22,314
    )Subordinated debentures
    
    
    (154
    )
    
    
    (499
    )
    
    
    (653
    )
    
    
    (196
    )
    
    
    (569
    )
    
    
    (765
    )(26,051
    )
    
    
    (11,484
    )
    
    
    (37,535
    )
    
    
    189
    
    
    
    (30,398
    )
    
    
    (30,209
    )Total interest bearing liabilities
    
    
    (23,140
    )
    
    
    (36,774
    )
    
    
    (59,914
    )
    
    
    3,705
    
    
    
    (54,127
    )
    
    
    (50,422
    )Change in tax equivalent
interest income
    
    $
    (16,180
    )
    
    
    (14,144
    )
    
    
    (30,324
    )
    
    
    10,754
    
    
    
    (23,361
    )
    
    
    (12,607
    )
 
 (a)
    
    Changes attributable to rate/volume have been allocated to volume.(b)
    
    Average balances were based on amortized cost. 47




---



##### Table of Contents



BankAtlantics Asset Quality
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192
    
    
    
    46,010Charge-offs:Commercial business loans
    
    
    (516
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial real estate loans
    
    
    (96,300
    )
    
    
    (60,057
    )
    
    
    (12,562
    )
    
    
    (7,000
    )
    
    
    Small business
    
    
    (9,105
    )
    
    
    (4,886
    )
    
    
    (2,554
    )
    
    
    (951
    )
    
    
    (764
    )Consumer loans
    
    
    (40,223
    )
    
    
    (28,942
    )
    
    
    (7,065
    )
    
    
    (681
    )
    
    
    (259
    )Residential real estate loans
    
    
    (23,264
    )
    
    
    (4,816
    )
    
    
    (461
    )
    
    
    (239
    )
    
    
    (453
    )Continuing loan products
    
    
    (169,408
    )
    
    
    (98,701
    )
    
    
    (22,642
    )
    
    
    (8,871
    )
    
    
    (1,476
    )Discontinued loan products
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    (1,218
    )Total charge-offs
    
    
    (169,421
    )
    
    
    (98,701
    )
    
    
    (22,642
    )
    
    
    (8,905
    )
    
    
    (2,694
    )Recoveries:Commercial business loans
    
    
    492
    
    
    
    7
    
    
    
    96
    
    
    
    291
    
    
    
    18Commercial real estate loans
    
    
    700
    
    
    
    
    
    
    
    304
    
    
    
    419
    
    
    
    1,471Small business
    
    
    494
    
    
    
    428
    
    
    
    417
    
    
    
    566
    
    
    
    899
 48




---



##### Table of Contents



For the Years Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Consumer loans
    
    
    561
    
    
    
    365
    
    
    
    578
    
    
    
    536
    
    
    
    401Residential real estate loans
    
    
    912
    
    
    
    397
    
    
    
    15
    
    
    
    348
    
    
    
    65Continuing loan products
    
    
    3,159
    
    
    
    1,197
    
    
    
    1,410
    
    
    
    2,160
    
    
    
    2,854Discontinued loan products
    
    
    34
    
    
    
    113
    
    
    
    808
    
    
    
    581
    
    
    
    1,637Total recoveries
    
    
    3,193
    
    
    
    1,310
    
    
    
    2,218
    
    
    
    2,741
    
    
    
    4,491Net (charge-offs) recoveries
    
    
    (166,228
    )
    
    
    (97,391
    )
    
    
    (20,424
    )
    
    
    (6,164
    )
    
    
    1,797Provision for (recovery from) loan losses
    
    
    214,244
    
    
    
    135,383
    
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )Transfer specific reserves to Parent
Company
    
    
    
    
    
    
    (6,440
    )
    
    
    
    
    
    
    
    
    
    
    Balance, end of period
    
    $
    173,588
    
    
    
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192
    49




---



##### Table of Contents



50




---



##### Table of Contents



December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005NONPERFORMING ASSETSTax certificates
    
    $
    2,161
    
    
    
    1,441
    
    
    
    2,094
    
    
    
    632
    
    
    
    388Residential real estate (1)
    
    
    76,401
    
    
    
    34,734
    
    
    
    8,678
    
    
    
    2,629
    
    
    
    5,981Commercial real estate (2)
    
    
    167,867
    
    
    
    161,947
    
    
    
    165,818
    
    
    
    
    
    
    
    340Commercial business
    
    
    18,063
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Small business
    
    
    9,338
    
    
    
    4,644
    
    
    
    877
    
    
    
    244
    
    
    
    9Consumer
    
    
    14,451
    
    
    
    6,763
    
    
    
    3,218
    
    
    
    1,563
    
    
    
    471Total non-accrual assets (3)
    
    
    288,281
    
    
    
    209,529
    
    
    
    180,685
    
    
    
    5,068
    
    
    
    7,189Residential real estate owned
    
    
    9,607
    
    
    
    2,285
    
    
    
    413
    
    
    
    617
    
    
    
    86Commercial real estate owned
    
    
    25,442
    
    
    
    16,500
    
    
    
    16,763
    
    
    
    21,130
    
    
    
    881Small business real estate owned
    
    
    580
    
    
    
    260
    
    
    
    
    
    
    
    
    
    
    
    Consumer real estate owned
    
    
    306
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    Other repossessed assets
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total repossessed assets
    
    
    35,945
    
    
    
    19,045
    
    
    
    17,216
    
    
    
    21,747
    
    
    
    967Total nonperforming assets
    
    $
    324,226
    
    
    
    228,574
    
    
    
    197,901
    
    
    
    26,815
    
    
    
    8,156Total nonperforming assets as
a percentage of:Total assets
    
    
    6.82
    
    
    
    4.00
    
    
    
    3.21
    
    
    
    0.43
    
    
    
    0.13Loans, tax certificates and
real estate owned
    
    
    8.13
    
    
    
    4.95
    
    
    
    4.10
    
    
    
    0.55
    
    
    
    0.17TOTAL ASSETS
    
    $
    4,755,122
    
    
    
    5,713,690
    
    
    
    6,161,962
    
    
    
    6,187,122
    
    
    
    6,109,330TOTAL LOANS, TAX CERTIFICATES
AND REAL ESTATE OWNED
    
    $
    3,987,248
    
    
    
    4,620,956
    
    
    
    4,827,114
    
    
    
    4,907,660
    
    
    
    4,833,539Allowance for loan losses
    
    $
    173,588
    
    
    
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192Tax certificates
    
    $
    110,991
    
    
    
    213,534
    
    
    
    188,401
    
    
    
    199,090
    
    
    
    166,697Allowance for tax certificate losses
    
    $
    6,781
    
    
    
    6,064
    
    
    
    3,289
    
    
    
    3,699
    
    
    
    3,271OTHER POTENTIAL PROBLEM
LOANSContractually past due 90 days
or more (4)
    
    $
    9,960
    
    
    
    15,721
    
    
    
    
    
    
    
    
    
    
    
    Performing impaired loans (5)
    
    
    6,150
    
    
    
    
    
    
    
    
    
    
    
    163
    
    
    
    193Troubled debt restructured loans
    
    
    107,642
    
    
    
    25,843
    
    
    
    2,488
    
    
    
    
    
    
    
    77TOTAL POTENTIALPROBLEM LOANS
    
    $
    123,752
    
    
    
    41,564
    
    
    
    2,488
    
    
    
    163
    
    
    
    270
 
 (1)
    
    Includes $41.3 million and $20.8 million of interest-only residential loans as
of December 31, 2009 and December 31, 2008, respectively. 51




---



##### Table of Contents



(2)
    
    Excluded from the above table as of December 31, 2009 and 2008 were
$44.9 million and $79.3 million, respectively, of commercial residential loans that were
transferred to a work-out subsidiary of the Parent Company in March 2008.(3)
    
    Includes $45.7 million and $2.3 million of troubled debt restructured loans as of
December 31, 2009 and December 31, 2008, respectively.(4)
    
    The majority of these loans have matured and the borrower continues to make
payments under the matured loan agreement or the loan has sufficient
collateral to prevent a loss.(5)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans; however, the timing of the payments may not be in accordance
with the contractual terms of the loan agreement.     52




---



##### Table of Contents



As of  December 31,2009
    
    
    2008
    
    
    2007Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    32,225
    
    
    
    83,768
    
    
    
    
    
    
    
    25,843
    
    
    
    
    
    
    
    2,488Small business
    
    
    4,520
    
    
    
    7,325
    
    
    
    2,289
    
    
    
    
    
    
    
    
    
    
    
    Consumer
    
    
    1,774
    
    
    
    12,969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Residential
    
    
    7,178
    
    
    
    3,580
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    45,697
    
    
    
    107,642
    
    
    
    2,289
    
    
    
    25,843
    
    
    
    
    
    
    
    2,488=
  UnpaidPrincipal
    
    Book
    
    Specific
    
    Date loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Balance
    
    Value
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date (4)
    
    Type
    
    Full AppraisalResidential Land DevelopersRelationship No. 1 (2)
    
    
    25,000
    
    
    
    19,200
    
    
    
    2,232
    
    
    Q4-2004
    
    Q4-2008
    
    Q4-2008
    
    Land A&D (5)
    
    Q4-2009Relationship No. 2
    
    
    12,949
    
    
    
    12,949
    
    
    
    3,624
    
    
    Q4-2005
    
    Q4-2009
    
    Q4-2009
    
    Land A&D (5)
    
    Q1-2009Relationship No. 3 (1)
    
    
    20,016
    
    
    
    12,366
    
    
    
    10,856
    
    
    Q3-2004
    
    Q3-2007
    
    Q4-2007
    
    Builder Land
    
    Q4-2009Relationship No. 4 (2), (3)
    
    
    13,996
    
    
    
    10,867
    
    
    
    7,303
    
    
    Q3-2004
    
    Q4-2008
    
    Q1-2009
    
    Builder Land
    
    Q4-2009Relationship No. 5 (2)
    
    
    12,360
    
    
    
    10,064
    
    
    
    4,500
    
    
    Q3-2006
    
    Q1-2009
    
    Q1-2009
    
    Land A&D (5)
    
    Q4-2009Total
    
    
    84,321
    
    
    
    65,446
    
    
    
    28,515Commercial Land DevelopersRelationship No. 6
    
    
    10,779
    
    
    
    10,779
    
    
    
    
    
    
    Q3-2007
    
    Q4-2009
    
    Q3-2009
    
    Commercial Land
    
    Q4-2009Relationship No. 7 (2)
    
    
    10,537
    
    
    
    8,137
    
    
    
    3,964
    
    
    Q4-2004
    
    Q3-2008
    
    Q1-2009
    
    Commercial Land
    
    Q4-2009Total
    
    
    21,316
    
    
    
    18,916
    
    
    
    3,964Total of Large Relationships
    
    
    105,637
    
    
    
    84,362
    
    
    
    32,479
 
 (1)
    
    During 2008, BankAtlantic recognized partial charge-offs on relationship No. 3 of
$7.7 million. 53




---



##### Table of Contents



(2)
    
    During 2009, BankAtlantic recognized partial charge-offs on relationship Nos. 1, 4,
5 and 7 aggregating $13.6 million(3)
    
    A modification was executed, and the loan is reported as a troubled debt restructured
loan and is currently not in default.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).      AverageAmortizing Purchased Residential Loans

    Debt RatiosCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    at OriginationYear of Origination
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    (3)2007
    
    $
    63,320
    
    
    
    64.08
    %
    
    
    85.37
    %
    
    
    744
    
    
    
    747
    
    
    $
    2,508
    
    
    
    31.99
    %2006
    
    
    61,894
    
    
    
    71.07
    %
    
    
    93.61
    %
    
    
    738
    
    
    
    727
    
    
    
    4,739
    
    
    
    35.65
    %2005
    
    
    41,624
    
    
    
    72.75
    %
    
    
    86.24
    %
    
    
    724
    
    
    
    719
    
    
    
    8,469
    
    
    
    36.61
    %2004
    
    
    352,473
    
    
    
    67.00
    %
    
    
    62.60
    %
    
    
    737
    
    
    
    731
    
    
    
    21,031
    
    
    
    34.28
    %Prior to 2004
    
    
    184,003
    
    
    
    67.23
    %
    
    
    47.19
    %
    
    
    731
    
    
    
    737
    
    
    
    7,939
    
    
    
    31.98
    %
 54




---



##### Table of Contents



Interest Only Purchased Residential Loans
    
    


    AverageCurrent
    
    FICO
    
    Current
    
    
    
    
    
    Debt RatiosYear of
    
    Carrying
    
    LTV at
    
    LTV
    
    Scores
    
    FICO Scores
    
    Amount
    
    at OriginationOrigination
    
    Amount
    
    Origination
    
    (1)
    
    at Origination
    
    (2)
    
    Delinquent
    
    (3)2007
    
    $
    99,068
    
    
    
    71.93
    %
    
    
    95.23
    %
    
    
    752
    
    
    
    739
    
    
    $
    14,169
    
    
    
    33.74
    %2006
    
    
    217,884
    
    
    
    73.81
    %
    
    
    94.12
    %
    
    
    741
    
    
    
    735
    
    
    
    29,332
    
    
    
    35.08
    %2005
    
    
    230,171
    
    
    
    70.00
    %
    
    
    84.80
    %
    
    
    741
    
    
    
    749
    
    
    
    12,692
    
    
    
    34.11
    %2004
    
    
    125,738
    
    
    
    72.07
    %
    
    
    76.94
    %
    
    
    741
    
    
    
    718
    
    
    
    10,312
    
    
    
    31.96
    %Prior to 2004
    
    
    103,325
    
    
    
    60.04
    %
    
    
    59.28
    %
    
    
    743
    
    
    
    748
    
    
    
    2,335
    
    
    
    31.47
    %
  Amortizing Purchased Residential Loans

    

    AverageCurrent
    
    FICO
    
    Current
    
    
    
    
    
    Debt RatiosCarrying
    
    LTV at
    
    LTV
    
    Scores
    
    FICO Scores
    
    Amount
    
    at OriginationState
    
    Amount
    
    Origination
    
    (1)
    
    at Origination
    
    (2)
    
    Delinquent
    
    (3)Arizona
    
    $
    10,824
    
    
    
    64.16
    %
    
    
    59.24
    %
    
    
    733
    
    
    
    733
    
    
    $
    598
    
    
    
    32.97
    %California
    
    
    162,817
    
    
    
    66.77
    %
    
    
    63.46
    %
    
    
    741
    
    
    
    744
    
    
    
    11,471
    
    
    
    34.59
    %Florida
    
    
    92,965
    
    
    
    70.28
    %
    
    
    64.57
    %
    
    
    722
    
    
    
    713
    
    
    
    10,911
    
    
    
    35.15
    %Nevada
    
    
    4,818
    
    
    
    69.40
    %
    
    
    75.14
    %
    
    
    739
    
    
    
    732
    
    
    
    
    
    
    
    36.56
    %Other States
    
    
    431,889
    
    
    
    67.46
    %
    
    
    65.92
    %
    
    
    735
    
    
    
    734
    
    
    
    21,705
    
    
    
    33.48
    %
 Interest Only Purchased Residential Loans
    



    AverageCurrent
    
    FICO
    
    Current
    
    
    
    
    
    Debt RatiosCarrying
    
    LTV at
    
    LTV
    
    Scores
    
    FICO Scores
    
    Amount
    
    at OriginationState
    
    Amount
    
    Origination
    
    (1)
    
    at Origination
    
    (2)
    
    Delinquent
    
    (3)Arizona
    
    $
    23,370
    
    
    
    71.19
    %
    
    
    95.47
    %
    
    
    750
    
    
    
    740
    
    
    $
    3,298
    
    
    
    32.41
    %California
    
    
    223,454
    
    
    
    70.71
    %
    
    
    86.10
    %
    
    
    740
    
    
    
    730
    
    
    
    31,322
    
    
    
    34.10
    %Florida
    
    
    54,095
    
    
    
    68.21
    %
    
    
    88.57
    %
    
    
    750
    
    
    
    741
    
    
    
    7,721
    
    
    
    31.99
    %Nevada
    
    
    11,529
    
    
    
    73.26
    %
    
    
    99.64
    %
    
    
    745
    
    
    
    735
    
    
    
    3,951
    
    
    
    35.46
    %Other States
    
    
    463,738
    
    
    
    70.32
    %
    
    
    82.21
    %
    
    
    743
    
    
    
    744
    
    
    
    22,547
    
    
    
    33.72
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of
the first quarter of 2009 from automated valuation models.(2)
    
    Current FICO scores based on borrowers for which FICO scores were available as of the
third quarter of 2009.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service.  55




---



##### Table of Contents



December 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007ALL
    
    
    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
    
    $
    4,515
    
    
    
    2.94
    %
    
    
    3.94
    %
    
    
    3,173
    
    
    
    2.22
    %
    
    
    3.15
    %
    
    
    2,668
    
    
    
    2.04
    %
    
    
    2.65
    %Commercial real estate
    
    
    91,658
    
    
    
    7.71
    
    
    
    30.49
    
    
    
    75,850
    
    
    
    5.44
    
    
    
    30.69
    
    
    
    72,948
    
    
    
    4.51
    
    
    
    32.78Small business
    
    
    7,998
    
    
    
    2.56
    
    
    
    8.02
    
    
    
    8,133
    
    
    
    2.49
    
    
    
    7.20
    
    
    
    4,576
    
    
    
    1.44
    
    
    
    6.43Residential real estate
    
    
    27,000
    
    
    
    1.74
    
    
    
    39.85
    
    
    
    6,034
    
    
    
    0.31
    
    
    
    42.56
    
    
    
    4,177
    
    
    
    0.19
    
    
    
    43.82Consumer
    
    
    42,417
    
    
    
    6.14
    
    
    
    17.70
    
    
    
    32,382
    
    
    
    4.35
    
    
    
    16.40
    
    
    
    9,651
    
    
    
    1.37
    
    
    
    14.32Discontinued loan
products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total assigned
    
    
    173,588
    
    
    
    
    
    
    
    
    
    
    
    125,572
    
    
    
    
    
    
    
    
    
    
    
    94,020Unassigned
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A$
    173,588
    
    
    
    4.45
    
    
    
    100.00
    
    
    
    125,572
    
    
    
    2.76
    
    
    
    100.00
    
    
    
    94,020
    
    
    
    1.90
    
    
    
    100.00
 December 31, 2006
    
    
    December 31, 2005ALL
    
    
    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
    
    $
    2,359
    
    
    
    1.50
    %
    
    
    3.07
    %
    
    
    1,988
    
    
    
    2.30
    %
    
    
    1.63
    %Commercial real estate
    
    
    24,632
    
    
    
    1.28
    
    
    
    37.54
    
    
    
    17,984
    
    
    
    0.75
    
    
    
    45.20Small business
    
    
    4,495
    
    
    
    1.58
    
    
    
    5.57
    
    
    
    2,640
    
    
    
    1.12
    
    
    
    4.43Residential real estate
    
    
    4,242
    
    
    
    0.20
    
    
    
    42.33
    
    
    
    2,592
    
    
    
    0.13
    
    
    
    38.53Consumer
    
    
    7,874
    
    
    
    1.34
    
    
    
    11.49
    
    
    
    6,354
    
    
    
    1.17
    
    
    
    10.19Discontinued loan
products
    
    
    
    
    
    
    
    
    
    
    0.00
    
    
    
    156
    
    
    
    12.92
    
    
    
    0.02Total assigned
    
    
    43,602
    
    
    
    
    
    
    
    
    
    
    
    31,714Unassigned
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A$
    43,602
    
    
    
    0.85
    
    
    
    100.00
    
    
    
    41,192
    
    
    
    0.78
    
    
    
    100.00
 56




---



##### Table of Contents



As of December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Commercial
    
    $
    42,697
    
    
    
    29,208
    
    
    
    17,609
    
    
    
    
    
    
    
    Small business
    
    
    753
    
    
    
    300
    
    
    
    200
    
    
    
    
    
    
    
    Consumer
    
    
    4,621
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Residential
    
    
    8,784
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    56,855
    
    
    
    29,508
    
    
    
    17,809
    
    
    
    
    
    
    
    
   57




---



##### Table of Contents



58




---



##### Table of Contents



BankAtlantics Non- Interest Income
  For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    


    2009 vs
    
    
    2008 vs2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Service charges on deposits
    
    $
    75,739
    
    
    
    93,905
    
    
    
    102,639
    
    
    
    (18,166
    )
    
    
    (8,734
    )Other service charges and fees
    
    
    29,542
    
    
    
    28,959
    
    
    
    28,950
    
    
    
    583
    
    
    
    9Securities activities, net
    
    
    11,161
    
    
    
    2,395
    
    
    
    2,307
    
    
    
    8,766
    
    
    
    88Income from unconsolidated
subsidiaries
    
    
    479
    
    
    
    1,509
    
    
    
    1,219
    
    
    
    (1,030
    )
    
    
    290Gains on sales of loans
    
    
    467
    
    
    
    265
    
    
    
    494
    
    
    
    202
    
    
    
    (229
    )Other
    
    
    11,904
    
    
    
    10,275
    
    
    
    8,803
    
    
    
    1,629
    
    
    
    1,472Non-interest income
    
    $
    129,292
    
    
    
    137,308
    
    
    
    144,412
    
    
    
    (8,016
    )
    
    
    (7,104
    )
 59




---



##### Table of Contents



60




---



##### Table of Contents



BankAtlantics Non- Interest Expense
  For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    

    2009 vs
    
    
    2008 vs2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Employee compensation and benefits
    
    $
    103,209
    
    
    
    125,851
    
    
    
    148,758
    
    
    
    (22,642
    )
    
    
    (22,907
    )Occupancy and equipment
    
    
    58,574
    
    
    
    64,774
    
    
    
    65,840
    
    
    
    (6,200
    )
    
    
    (1,066
    )Professional fees
    
    
    12,574
    
    
    
    10,979
    
    
    
    8,266
    
    
    
    1,595
    
    
    
    2,713Advertising and promotion
    
    
    8,395
    
    
    
    16,056
    
    
    
    19,684
    
    
    
    (7,661
    )
    
    
    (3,628
    )Check losses
    
    
    4,188
    
    
    
    8,767
    
    
    
    11,476
    
    
    
    (4,579
    )
    
    
    (2,709
    )Supplies and postage
    
    
    4,084
    
    
    
    4,580
    
    
    
    6,078
    
    
    
    (496
    )
    
    
    (1,498
    )Telecommunication
    
    
    2,464
    
    
    
    4,430
    
    
    
    5,552
    
    
    
    (1,966
    )
    
    
    (1,122
    )Amortization of intangible assets
    
    
    1,303
    
    
    
    1,359
    
    
    
    1,437
    
    
    
    (56
    )
    
    
    (78
    )Cost associated with debt
redemption
    
    
    7,463
    
    
    
    1,238
    
    
    
    
    
    
    
    6,225
    
    
    
    1,238Provision for tax certificates
    
    
    3,388
    
    
    
    7,286
    
    
    
    300
    
    
    
    (3,898
    )
    
    
    6,986Restructuring charges, impairments
and exit activities
    
    
    5,338
    
    
    
    7,395
    
    
    
    8,351
    
    
    
    (2,057
    )
    
    
    (956
    )Impairment of real estate held
for sale
    
    
    3,871
    
    
    
    1,169
    
    
    
    5,240
    
    
    
    2,702
    
    
    
    (4,071
    )Impairment of real estate owned
    
    
    4,124
    
    
    
    1,465
    
    
    
    7,299
    
    
    
    2,659
    
    
    
    (5,834
    )Impairment of goodwill
    
    
    9,124
    
    
    
    48,284
    
    
    
    
    
    
    
    (39,160
    )
    
    
    48,284FDIC special assessment
    
    
    2,428
    
    
    
    
    
    
    
    
    
    
    
    2,428
    
    
    
    Other
    
    
    28,272
    
    
    
    26,990
    
    
    
    25,617
    
    
    
    1,282
    
    
    
    1,373Total non-interest expense
    
    $
    258,799
    
    
    
    330,623
    
    
    
    313,898
    
    
    
    (71,824
    )
    
    
    16,725
 61




---



##### Table of Contents



62




---



##### Table of Contents



63




---



##### Table of Contents



BankAtlantics Provision for Income Taxes
 For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    

    2009 vs
    
    
    2008 vs($ in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Loss before income taxes
    
    $
    (180,427
    )
    
    
    (135,050
    )
    
    
    (40,818
    )
    
    
    (45,377
    )
    
    
    (94,232
    )Benefit/(provision) for
income taxes
    
    
    31,719
    
    
    
    (31,094
    )
    
    
    21,378
    
    
    
    62,813
    
    
    
    (52,472
    )BankAtlantic net loss
    
    $
    (148,708
    )
    
    
    (166,144
    )
    
    
    (19,440
    )
    
    
    17,436
    
    
    
    (146,704
    )Effective tax rate
    
    
    17.58
    %
    
    
    -23.02
    %
    
    
    52.37
    %
 64




---



##### Table of Contents



65




---



##### Table of Contents



Parent Company Results of Operations
  For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    

    2009 vs
    
    
    2008 vs2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net interest income (expense):Interest income on loans
    
    $
    352
    
    
    
    261
    
    
    
    
    
    
    
    91
    
    
    
    261Interest and dividend income
on investments
    
    
    221
    
    
    
    1,184
    
    
    
    2,320
    
    
    
    (963
    )
    
    
    (1,136
    )Interest expense on junior
subordinated debentures
    
    
    (15,535
    )
    
    
    (21,262
    )
    
    
    (23,054
    )
    
    
    5,727
    
    
    
    1,792Net interest expense
    
    
    (14,962
    )
    
    
    (19,817
    )
    
    
    (20,734
    )
    
    
    4,855
    
    
    
    917Provision for loan losses
    
    
    (18,414
    )
    
    
    (24,418
    )
    
    
    
    
    
    
    6,004
    
    
    
    (24,418
    )Net interest expense afterProvision for loan losses
    
    
    (33,376
    )
    
    
    (44,235
    )
    
    
    (20,734
    )
    
    
    10,859
    
    
    
    (23,501
    )Non-interest income:Income from unconsolidated
subsidiaries
    
    
    487
    
    
    
    600
    
    
    
    1,281
    
    
    
    (113
    )
    
    
    (681
    )Securities activities, net
    
    
    19
    
    
    
    (356
    )
    
    
    6,105
    
    
    
    375
    
    
    
    (6,461
    )Other income
    
    
    1,058
    
    
    
    1,027
    
    
    
    824
    
    
    
    31
    
    
    
    203Non-interest income
    
    
    1,564
    
    
    
    1,271
    
    
    
    8,210
    
    
    
    293
    
    
    
    (6,939
    )Non-interest expense:Employee compensation and benefits
    
    
    5,036
    
    
    
    3,046
    
    
    
    2,421
    
    
    
    1,990
    
    
    
    625Professional fees
    
    
    2,055
    
    
    
    1,782
    
    
    
    424
    
    
    
    273
    
    
    
    1,358Advertising and promotion
    
    
    251
    
    
    
    279
    
    
    
    317
    
    
    
    (28
    )
    
    
    (38
    )Other
    
    
    1,658
    
    
    
    3,634
    
    
    
    1,080
    
    
    
    (1,976
    )
    
    
    2,554Non-interest expense
    
    
    9,000
    
    
    
    8,741
    
    
    
    4,242
    
    
    
    259
    
    
    
    4,499Loss before income taxes
    
    
    (40,812
    )
    
    
    (51,705
    )
    
    
    (16,766
    )
    
    
    10,893
    
    
    
    (34,939
    )(Provision) benefit for income
taxes
    
    
    
    
    
    
    (1,395
    )
    
    
    6,194
    
    
    
    1,395
    
    
    
    (7,589
    )Parent Company loss
    
    $
    (40,812
    )
    
    
    (53,100
    )
    
    
    (10,572
    )
    
    
    12,288
    
    
    
    (42,528
    )
  66




---



##### Table of Contents



67




---



##### Table of Contents



Credit Quality
  68




---



##### Table of Contents



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,
    
    
    December 31,2009
    
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    14,060
    
    
    
    22,019Land acquisition and development
    
    
    10,376
    
    
    
    16,759Land acquisition, development and
construction
    
    
    14,903
    
    
    
    29,163Total commercial residential real estate
    
    
    39,339
    
    
    
    67,941Commercial non-residential real estate
    
    
    5,558
    
    
    
    11,386Total non-accrual loans
    
    
    44,897
    
    
    
    79,327Allowance for loan losses  specific reserves
    
    
    (13,630
    )
    
    
    (11,685
    )Non-accrual loans, net
    
    
    31,267
    
    
    
    67,642Performing commercial non-residential loans,
net of allowance for loan losses
    
    
    3,116
    
    
    
    2,259Loans receivable, net
    
    $
    34,383
    
    
    
    69,901
 69




---



##### Table of Contents



UnpaidPrincipal
    
    Book
    
    Specific
    
    Date loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    Balance
    Value
    Reserves
    Originated
    
    on Nonaccrual
    
    Date (4)
    
    Type
    
    Full AppraisalResidential Land Developers
    
    
    

    
    
    
    Relationship No. 1 (1)
    
    
    14,746
    
    
    
    7,873
    
    
    
    4,530
    
    
    Q3-2005
    
    Q3-2007
    
    Q4-2008
    
    Builder Land
    
    Q2-2009Relationship No. 2
    
    
    7,382
    
    
    
    7,382
    
    
    
    2,870
    
    
    Q1-2006
    
    Q1-2008
    
    Q1-2008
    
    Land A&D (5)
    
    Q2-2009Relationship No. 3 (2)
    
    
    19,881
    
    
    
    6,188
    
    
    
    
    
    
    Q1-2005
    
    Q3-2007
    
    Q1-2008
    
    Builder Land
    
    Q3-2009Relationship No. 4 (3)
    
    
    9,833
    
    
    
    5,225
    
    
    
    
    
    
    Q2-2004
    
    Q3-2007
    
    Q4-2007
    
    Land AD&C
    
    Q3-200951,842
    
    
    
    26,668
    
    
    
    7,400
 
 (1)
    
    During 2008, the Company recognized partial charge-offs on relationship No. 1 of
$6.9 million.(2)
    
    During 2008 and 2009, the Company recognized partial charge-offs on relationship No. 3
aggregating $13.7 million.(3)
    
    During 2008 and 2009, BankAtlantic recognized partial charge-offs on relationship No. 4
aggregating $4.6 million.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).  70




---



##### Table of Contents



For the YearsEnded December 31,(in thousands)
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    11,685
    
    
    
    Loans charged-off
    
    
    (16,469
    )
    
    
    (19,173
    )Recoveries of loans previously
charged-off
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (16,469
    )
    
    
    (19,173
    )Reserves transferred from BankAtlantic
    
    
    
    
    
    
    6,440Provision for loan losses
    
    
    18,414
    
    
    
    24,418Balance, end of period
    
    $
    13,630
    
    
    
    11,685
  BankAtlantic Bancorp Consolidated Financial Condition
   
    
    Increase in cash and cash equivalents primarily reflecting $116.7 million of higher
cash balances at the Federal Reserve Bank associated with daily cash management
activities;
    
    Decrease in securities available for sale reflecting the sale of $284.0 million of
residential mortgage-backed securities as well as prepayments by borrowers associated
with residential mortgage refinancing in response to low historical residential mortgage
interest rates during 2009;
    
    Decrease in tax certificate balances primarily due to redemptions and decreased tax
certificate acquisitions during 2009;
    
    Decline in FHLB stock related to lower FHLB advance borrowings;
    
    Decrease in loans receivable balances associated with $185.9 million of loan
charge-offs, $50.0 million increase in the allowance for loan losses as well as
refinancings of residential loans in the normal course of business combined with a
significant decline in loan purchases and originations;
    
    Decrease in accrued interest receivable reflecting lower loan balances and a
significant decline in interest rates;
    
    Lower real estate held for development and sale associated with impairments caused by
declining fair values of residential and commercial real estate;
    
    Increase in real estate owned associated with commercial real estate and residential
loan foreclosures;
    
    Decrease in office properties and equipment resulting from depreciation;
    
    Decrease in goodwill due to a $9.1 million impairment; and
 71




---



##### Table of Contents




    
    Increase in other assets reflecting a $31.8 million receivable from the Department of
the Treasury associated with a change in the income tax net operating loss carry-back
laws and $31.3 million prepaid FDIC insurance assessments for the three years ended
December 31, 2012.
  
    
    A decrease in interest bearing deposit account balances of $36.0 million associated
with $445.2 million of lower time deposits and insured money market savings accounts
partially offset by $416.4 million of higher interest bearing checking account balances
reflecting higher NOW account balances ;
    
    A $85.9 million increase in non-interest-bearing deposit balances primarily due to
increased customer balances;
    
    Lower FHLB advances and short term borrowings due to repayments using proceeds from
the sales of securities, loan repayments and increases in deposit account balances;
    
    Increase in junior subordinated debentures liability due to interest deferrals; and
    
    Decrease in other liabilities primarily reflecting a significant decline in accrued
interest payable due to lower FHLB advance and short term borrowing balances as well as
a substantial decline in the cost of funds for 2009 compared to 2008.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc.
  72




---



##### Table of Contents



73




---



##### Table of Contents



As of December 31, 2009Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    14,002
    
    
    
    
    
    
    
    
    
    
    
    14,002Debt securities
    
    
    10
    
    
    
    
    
    
    
    6
    
    
    
    4Private investment
securities
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500Total
    
    $
    15,512
    
    
    
    
    
    
    
    6
    
    
    
    15,506
   BankAtlantic
  74




---



##### Table of Contents



75




---



##### Table of Contents



Outstanding atDecember 31,
    
    
    For the Period Ending December 31,2009
    
    
    2010
    
    
    2011-2012
    
    
    2013-2017
    
    
    2018-2022
    
    
    2023-2027
    
    
    >2028Commercial real estate
    
    $
    1,333,479
    
    
    
    679,595
    
    
    
    243,603
    
    
    
    265,597
    
    
    
    97,926
    
    
    
    44,931
    
    
    
    1,827Residential real estate
    
    
    1,554,338
    
    
    
    22,399
    
    
    
    5,278
    
    
    
    21,924
    
    
    
    205,735
    
    
    
    63,661
    
    
    
    1,235,341Consumer
    
    
    690,441
    
    
    
    1,663
    
    
    
    8,235
    
    
    
    420,003
    
    
    
    238,158
    
    
    
    22,382
    
    
    
    Commercial business
    
    
    252,803
    
    
    
    120,068
    
    
    
    57,891
    
    
    
    69,175
    
    
    
    5,669
    
    
    
    
    
    
    
    Total loans
    
    $
    3,831,061
    
    
    
    823,725
    
    
    
    315,007
    
    
    
    776,699
    
    
    
    547,488
    
    
    
    130,974
    
    
    
    1,237,168Total securities
available
for sale (1)
    
    $
    319,542
    
    
    
    252
    
    
    
    1
    
    
    
    581
    
    
    
    82,940
    
    
    
    33,426
    
    
    
    202,342
 
 (1)
    
    Does not include $0.8 million of equity securities.  76




---



##### Table of Contents



Commercial
    
    
    Real EstateBusiness
    
    
    Construction
    
    
    TotalOne year or less
    
    $
    204,106
    
    
    
    212,881
    
    
    
    416,987Over one
year, but less than five years
    
    
    42,626
    
    
    
    9,875
    
    
    
    52,501Over five years
    
    
    6,071
    
    
    
    334
    
    
    
    6,405$
    252,803
    
    
    
    223,090
    
    
    
    475,893Due After One Year:Pre-determined interest rate
    
    $
    48,697
    
    
    
    10,209
    
    
    
    58,906Floating or adjustable interest rate
    
    
    
    
    
    
    
    
    
    
    $
    48,697
    
    
    
    10,209
    
    
    
    58,906
  Florida
    
    
    62
    %Eastern U.S.A.
    
    
    20
    %Western U.S.A.
    
    
    14
    %Central U.S.A
    
    
    4
    %100
    %
   Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    357,660
    
    
    
    10.63
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    4.00
    
    
    
    5.00At 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
    
    
    
    5.00
   77




---



##### Table of Contents



Consolidated Cash Flows
  For the Years Ended December 31,2009
    
    2008
    
    2007Net cash provided by (used in):Operating activities
    
    $
    30,949
    
    
    
    64,138
    
    
    
    40,928Investing activities
    
    
    869,633
    
    
    
    292,495
    
    
    
    (22,066
    )Financing activities
    
    
    (824,742
    )
    
    
    (322,250
    )
    
    
    (30,183
    )Increase (decrease) in cash and cash
equivalents
    
    $
    75,840
    
    
    
    34,383
    
    
    
    (11,321
    )
     Off Balance Sheet Arrangements, Contractual Obligations and Loan Commitments
  78




---



##### Table of Contents



Amount of Commitment Expiration Per PeriodTotalAmounts
    
    Less than
    
    
    
    
    
    
    
    
    
    After 5Commercial Commitments
    
    Committed
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsLines of credit
    
    $
    402,340
    
    
    
    78,847
    
    
    
    
    
    
    
    
    
    
    
    323,493Standby letters of credit
    
    
    13,573
    
    
    
    13,573
    
    
    
    
    
    
    
    
    
    
    
    Other commercial
commitments
    
    
    62,550
    
    
    
    62,550
    
    
    
    
    
    
    
    
    
    
    
    Total commercial
commitments
    
    $
    478,463
    
    
    
    154,970
    
    
    
    
    
    
    
    
    
    
    
    323,493
      Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsTime deposits
    
    $
    960,559
    
    
    
    835,832
    
    
    
    108,430
    
    
    
    16,294
    
    
    
    3Long-term debt
    
    
    331,031
    
    
    
    
    
    
    
    22,000
    
    
    
    14,836
    
    
    
    294,195Advances from FHLB (1)
    
    
    282,012
    
    
    
    282,012
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for sublease
    
    
    23,434
    
    
    
    1,010
    
    
    
    2,826
    
    
    
    1,892
    
    
    
    17,706Operating lease obligations held for use
    
    
    69,278
    
    
    
    7,483
    
    
    
    17,372
    
    
    
    6,968
    
    
    
    37,455Pension obligation
    
    
    17,884
    
    
    
    1,473
    
    
    
    3,040
    
    
    
    3,342
    
    
    
    10,029Other obligations
    
    
    13,006
    
    
    
    206
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    1,697,204
    
    
    
    1,128,016
    
    
    
    158,468
    
    
    
    49,732
    
    
    
    360,988
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 79




---



##### Table of Contents



Critical Accounting Policies
  80




---



##### Table of Contents



Allowance for loan losses
    81




---



##### Table of Contents



Valuation of investment securities
   82




---



##### Table of Contents



Other-than-Temporary Impairment of Securities.
  Impairment of Goodwill and Long Lived Assets
 Goodwill Impairment
   83




---



##### Table of Contents




    
    recent data observed in the market, including for similar assets,
    
    cash flow modeling based on projected cash flows and market discount rates, and
    
    estimated fair value of the underlying loan collateral.
  84




---



##### Table of Contents



Impairment of Long-lived Assets
   Accounting for Deferred Tax Asset Valuation Allowance
   85




---



##### Table of Contents



Dividends
  Impact of Inflation
   86




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Consolidated Market Risk
  Consolidated Interest Rate Risk
  BankAtlantic Repricing Gap TableAs of December 31, 20091 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalInterest earning assets:Loans:Residential loans (1)Fixed rate
    
    $
    165,479
    
    
    
    98,815
    
    
    
    61,653
    
    
    
    197,496
    
    
    
    523,443Hybrids ARM less than 5 years
    
    
    37,760
    
    
    
    13,029
    
    
    
    84
    
    
    
    200
    
    
    
    51,073Hybrids ARM more than 5 years
    
    
    340,379
    
    
    
    291,558
    
    
    
    200,368
    
    
    
    151,165
    
    
    
    983,470Commercial loans
    
    
    884,202
    
    
    
    104,962
    
    
    
    88,030
    
    
    
    15,471
    
    
    
    1,092,665Small business loans
    
    
    286,848
    
    
    
    108,136
    
    
    
    47,083
    
    
    
    40,986
    
    
    
    483,053Consumer
    
    
    678,464
    
    
    
    6,399
    
    
    
    3,789
    
    
    
    11,175
    
    
    
    699,827Total loans
    
    
    2,393,132
    
    
    
    622,899
    
    
    
    401,007
    
    
    
    416,493
    
    
    
    3,833,531Investment securitiesMortgage backed securities
    
    
    89,530
    
    
    
    102,466
    
    
    
    51,839
    
    
    
    63,479
    
    
    
    307,314Other investment securities
    
    
    49,082
    
    
    
    
    
    
    
    
    
    
    
    12,760
    
    
    
    61,842Tax certificates
    
    
    110,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,991Total investment securities
    
    
    249,603
    
    
    
    102,466
    
    
    
    51,839
    
    
    
    76,239
    
    
    
    480,147Total interest earning assets
    
    
    2,642,735
    
    
    
    725,365
    
    
    
    452,846
    
    
    
    492,732
    
    
    
    4,313,678Total non-earning assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    441,444
    
    
    
    441,444Total assets
    
    $
    2,642,735
    
    
    
    725,365
    
    
    
    452,846
    
    
    
    934,176
    
    
    
    4,755,122Total interest bearing liabilities
    
    $
    3,512,266
    
    
    
    330,576
    
    
    
    160,618
    
    
    
    324,196
    
    
    
    4,327,656Non-interest bearing liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    427,466
    
    
    
    427,466Total non-interest bearing liabilities
and equity
    
    $
    3,512,266
    
    
    
    330,576
    
    
    
    160,618
    
    
    
    751,662
    
    
    
    4,755,122GAP (repricing difference)
    
    $
    (869,531
    )
    
    
    394,789
    
    
    
    292,228
    
    
    
    168,536Cumulative GAP
    
    $
    (869,531
    )
    
    
    (474,742
    )
    
    
    (182,514
    )
    
    
    (13,978
    )Repricing Percentage
    
    
    -18.29
    %
    
    
    8.30
    %
    
    
    6.15
    %
    
    
    3.54
    %Cumulative Percentage
    
    
    -18.29
    %
    
    
    -9.98
    %
    
    
    -3.84
    %
    
    
    -0.29
    %
 
 (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. 87




---



##### Table of Contents



Year Ending December 31,
    
    Amount (1)2010
    
    $
    65,2272011
    
    
    63,5422012
    
    
    65,9882013
    
    
    130,2492014
    
    
    54,787Thereafter
    
    
    396,393Total interest only loans
    
    $
    776,186
 
 (1)
    
    The above table assumes no prepayments.    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.
        Fixed rate mortgages
    
    
    30
    %      Fixed rate securities
    
    
    26
    %      Tax certificates
    
    
    70
    %      Adjustable rate mortgages
    
    
    16
    %      Adjustable rate securities
    
    
    25
    %
 88




---



##### Table of Contents



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, 2009NetChanges
    
    Interest
    
    
    Percentin Rate
    
    Income
    
    
    Change+200 bp
    
    $
    166,800
    
    
    
    1.93
    %+100 bp
    
    
    164,645
    
    
    
    0.62
    %0
    
    
    163,634
    
    
    
    -100 bp
    
    
    164,519
    
    
    
    0.54
    %-200 bp
    
    
    162,552
    
    
    
    -0.66
    %
 As of December 31, 2009NetChanges
    
    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
    %
  89




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




---



##### Table of Contents








---



##### 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, 2009 and 2008
    
    
    F-5Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 2009
    
    
    F-6Consolidated Statements of Stockholders Equity and Comprehensive Income for each of the
Years in the three year period ended December 31, 2009
    
    
    F-8Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 2009
    
    
    F-11Notes to Consolidated Financial Statements
    
    
    F-14




---



##### Table of Contents



Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated
Framework
 /s/ Alan B. LevanAlan B. LevanChairman, andChief Executive Officer/s/ Valerie C. ToalsonValerie C. ToalsonExecutive Vice PresidentChief Financial OfficerMarch 19, 2010
 F-2




---



##### Table of Contents



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




---



##### Table of Contents



F-4




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 December 31,(In thousands, except share data)
    
    2009
    
    
    2008ASSETSCash and due from depository institutions (See Note 20)
    
    $
    234,297
    
    
    
    127,780Federal funds sold and other short-term investments (See Note 2)
    
    
    500
    
    
    
    31,177Securities available for sale, at fair value (See Notes 3,13,15,16)
    
    
    320,327
    
    
    
    701,845Investment securities, at cost or amortized cost (approximate
fair value: $1,500 and $2,503) (See Note 4)
    
    
    1,500
    
    
    
    2,036Tax certificates, net of allowance of $6,781 and $6,064 (See Note 5)
    
    
    110,991
    
    
    
    213,534Federal Home Loan Bank stock, at cost which approximates
fair value (See Notes 14 and 20)
    
    
    48,751
    
    
    
    54,607Residential loans held for sale (See Note 6)
    
    
    4,547
    
    
    
    3,461Loans receivable, net of allowance for loan losses of $187,218 and $137,257 (See Notes 6,14,17)
    
    
    3,689,779
    
    
    
    4,323,190Accrued interest receivable (See Note 7)
    
    
    32,279
    
    
    
    41,817Real estate held for development and sale (See Note 8)
    
    
    13,694
    
    
    
    18,383Real estate owned and other repossessed assets (See Note 6)
    
    
    46,477
    
    
    
    19,045Investments in unconsolidated subsidiaries (See Note 9)
    
    
    12,563
    
    
    
    10,552Office properties and equipment, net (See Note 10)
    
    
    201,686
    
    
    
    216,978Goodwill (See Note 11)
    
    
    13,081
    
    
    
    22,205Other assets (See Notes 12,17,20)
    
    
    85,145
    
    
    
    27,947Total assets
    
    $
    4,815,617
    
    
    
    5,814,557LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:DepositsInterest bearing deposits
    
    $
    3,142,100
    
    
    
    3,178,105Non-interest bearing deposits
    
    
    827,580
    
    
    
    741,691Total deposits (See Note 13)
    
    
    3,969,680
    
    
    
    3,919,796Advances from FHLB (See Note 13, 14)
    
    
    282,012
    
    
    
    967,028Securities sold under agreements to repurchase (See Note 15)
    
    
    24,468
    
    
    
    46,084Federal funds purchased and other short-term borrowings (See Note 16)
    
    
    2,803
    
    
    
    238,339Subordinated debentures and mortgage-backed bonds (See Note 17)
    
    
    22,697
    
    
    
    22,864Junior subordinated debentures (See Note 17)
    
    
    308,334
    
    
    
    294,195Other liabilities (See Note 18)
    
    
    64,052
    
    
    
    82,283Total liabilities
    
    
    4,674,046
    
    
    
    5,570,589Commitments and contingencies (See Notes 20,21)Stockholders equity:Preferred stock, $.01 par value, 10,000,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Class A common stock, $.01 par value, authorized 125,000,000
shares; issued and outstanding 48,245,042 and 10,258,057 shares
    
    
    483
    
    
    
    103Class B common stock, $.01 par value, authorized 9,000,000
shares; issued and outstanding 975,225 and 975,225 shares
    
    
    10
    
    
    
    10Additional paid-in capital
    
    
    296,438
    
    
    
    218,974(Accumulated deficit) retained earnings
    
    
    (153,434
    )
    
    
    32,667Total stockholders equity before accumulated
other comprehensive loss
    
    
    143,497
    
    
    
    251,754Accumulated other comprehensive loss
    
    
    (1,926
    )
    
    
    (7,786
    )Total stockholders equity
    
    
    141,571
    
    
    
    243,968Total liabilities and stockholders equity
    
    $
    4,815,617
    
    
    
    5,814,557
  F-5




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,(In thousands, except share and per share data)
    
    2009
    
    
    2008
    
    
    2007Interest income:Interest and fees on loans
    
    $
    185,509
    
    
    
    247,222
    
    
    
    313,998Interest and dividends on taxable securities
    
    
    24,062
    
    
    
    45,127
    
    
    
    28,631Interest on tax exempt securities
    
    
    
    
    
    
    14
    
    
    
    12,700Interest on tax certificates
    
    
    14,022
    
    
    
    22,153
    
    
    
    16,304Total interest income
    
    
    223,593
    
    
    
    314,516
    
    
    
    371,633Interest expense:Interest on deposits (See Note 13)
    
    
    41,884
    
    
    
    64,263
    
    
    
    84,476Interest on advances from FHLB
    
    
    16,523
    
    
    
    50,942
    
    
    
    73,256Interest on securities sold under agreements to
repurchase and short-term borrowings
    
    
    209
    
    
    
    2,485
    
    
    
    9,573Interest on subordinated debentures, bonds
and junior subordinated debentures
    
    
    16,615
    
    
    
    22,995
    
    
    
    25,552Total interest expense
    
    
    75,231
    
    
    
    140,685
    
    
    
    192,857Net interest income
    
    
    148,362
    
    
    
    173,831
    
    
    
    178,776Provision for loan losses (See Note 6)
    
    
    232,658
    
    
    
    159,801
    
    
    
    70,842Net interest income (loss) after provision for
loan losses
    
    
    (84,296
    )
    
    
    14,030
    
    
    
    107,934Non-interest income:Service charges on deposits
    
    
    75,739
    
    
    
    93,905
    
    
    
    102,639Other service charges and fees
    
    
    29,542
    
    
    
    28,959
    
    
    
    28,950Securities activities, net (See Note 3)
    
    
    11,180
    
    
    
    2,039
    
    
    
    8,412Income from unconsolidated subsidiaries (See Note 9)
    
    
    966
    
    
    
    2,109
    
    
    
    2,500Other
    
    
    12,394
    
    
    
    10,552
    
    
    
    9,331Total non-interest income
    
    
    129,821
    
    
    
    137,564
    
    
    
    151,832Non-interest expense:Employee compensation and benefits (See Notes 19,22)
    
    
    108,245
    
    
    
    128,897
    
    
    
    151,178Occupancy and equipment (See Note 10)
    
    
    58,576
    
    
    
    64,782
    
    
    
    65,851Advertising and promotion
    
    
    8,646
    
    
    
    16,335
    
    
    
    20,002Check losses
    
    
    4,188
    
    
    
    8,767
    
    
    
    11,476Professional fees
    
    
    14,629
    
    
    
    12,761
    
    
    
    8,690Supplies and postage
    
    
    4,173
    
    
    
    4,662
    
    
    
    6,146Telecommunication
    
    
    2,481
    
    
    
    4,452
    
    
    
    5,571Cost associated with debt redemption (See Note 14)
    
    
    7,463
    
    
    
    1,238
    
    
    
    Provision for tax certificates (See Note 5)
    
    
    3,388
    
    
    
    7,286
    
    
    
    300Restructuring charges and exit activities (See Note 18)
    
    
    5,338
    
    
    
    7,395
    
    
    
    8,351Impairment of goodwill (See Note 11)
    
    
    9,124
    
    
    
    48,284
    
    
    
    Impairment of real estate held for sale (See Note 8)
    
    
    3,871
    
    
    
    1,169
    
    
    
    5,240Impairment of real estate owned (See Note 6)
    
    
    4,124
    
    
    
    1,465
    
    
    
    7,299FDIC special assessment
    
    
    2,428
    
    
    
    
    
    
    
    Other
    
    
    30,090
    
    
    
    30,856
    
    
    
    27,246Total non-interest expense
    
    
    266,764
    
    
    
    338,349
    
    
    
    317,350Loss from continuing operations
before income taxes
    
    
    (221,239
    )
    
    
    (186,755
    )
    
    
    (57,584
    )(Benefit) provision for income taxes (See Note 12)
    
    
    (31,719
    )
    
    
    32,489
    
    
    
    (27,572
    )Loss from continuing operations
    
    
    (189,520
    )
    
    
    (219,244
    )
    
    
    (30,012
    )Discontinued operations (less applicable
income taxes (benefit) of
$0, $0 and ($4,124) (See Note 12,23)
    
    
    3,701
    
    
    
    16,605
    
    
    
    7,812Net loss
    
    $
    (185,819
    )
    
    
    (202,639
    )
    
    
    (22,200
    )
   F-6




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Basic loss per share(See Note 24)Continuing operations
    
    $
    (8.02
    )
    
    $
    (14.54
    )
    
    $
    (1.93
    )Discontinued operations
    
    
    0.15
    
    
    
    1.10
    
    
    
    0.51Basic loss per share
    
    $
    (7.87
    )
    
    $
    (13.44
    )
    
    $
    (1.42
    )Diluted loss per share(See Note 24)Continuing operations
    
    $
    (8.02
    )
    
    $
    (14.54
    )
    
    $
    (1.93
    )Discontinued operations
    
    
    0.15
    
    
    
    1.10
    
    
    
    0.51Diluted loss per share
    
    $
    (7.87
    )
    
    $
    (13.44
    )
    
    $
    (1.42
    )Cash dividends per Class A share
    
    $
    0.025
    
    
    $
    0.075
    
    
    $
    0.640Cash dividends per Class B share
    
    $
    0.025
    
    
    $
    0.075
    
    
    $
    0.640Basic weighted average number
of common shares outstanding
    
    
    23,624,714
    
    
    
    15,079,396
    
    
    
    15,581,909Diluted weighted average number
of common and common
equivalent shares outstanding
    
    
    23,624,713
    
    
    
    15,079,396
    
    
    
    15,581,909
  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, 2009
 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
    )
    
    
    524,982Net loss
    
    $
    (22,200
    )
    
    
    
    
    
    
    
    
    
    
    (22,200
    )
    
    
    
    
    
    
    (22,200
    )Net change from defined benefit plan (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 of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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-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, 2009
 Accumul-atedCompre-
    
    
    
    
    
    
    Addi-
    
    
    
    
    
    
    Otherhensive
    
    
    
    
    
    
    tional
    
    
    
    
    
    
    Compre-Income
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive(In thousands)
    
    (Loss)
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBALANCE, DECEMBER 31, 2007
    
    
    
    
    
    $
    113
    
    
    
    217,140
    
    
    
    236,150
    
    
    
    5,918
    
    
    
    459,321Net loss
    
    $
    (202,639
    )
    
    
    
    
    
    
    
    
    
    
    (202,639
    )
    
    
    
    
    
    
    (202,639
    )Net change from defined benefit plan (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-9




---



##### Table of Contents



BankAtlantic Bancorp, Inc.
 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, 2009
 Accumulated(Accumulated
    
    
    OtherCompre-
    
    
    
    
    
    
    Additional
    
    
    Deficit)
    
    
    Compre-hensive
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    hensive(In thousands)
    
    Income
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBALANCE, DECEMBER 31, 2008
    
    
    
    
    
    $
    113
    
    
    
    218,974
    
    
    
    32,667
    
    
    
    (7,786
    )
    
    
    243,968Net loss
    
    
    (185,819
    )
    
    
    
    
    
    
    
    
    
    
    (185,819
    )
    
    
    
    
    
    
    (185,819
    )Net change
from defined benefit plan (less income tax expense of $0)
    
    
    7,765Unrealized gain on securities available for sale
(less income tax expense of $0)
    
    
    9,798Reclassification adjustments:Realized net periodic pension cost
(less income tax expense of $0)
    
    
    (2,005
    )Realized gains on securities available for
sale (less income tax expense of $0)
    
    
    (9,698
    )Other comprehensive income
    
    
    5,860
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,860
    
    
    
    5,860Comprehensive loss
    
    $
    (179,959
    )Dividends on Class A common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )Dividends on Class B common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Issuance of Class A common stock
    
    
    
    
    
    
    380
    
    
    
    75,071
    
    
    
    
    
    
    
    
    
    
    
    75,451Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,393
    
    
    
    
    
    
    
    
    
    
    
    2,393BALANCE, DECEMBER 31, 2009
    
    
    
    
    
    $
    493
    
    
    
    296,438
    
    
    
    (153,434
    )
    
    
    (1,926
    )
    
    
    141,571
  F-10




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2009
    
    
    2008
    
    
    2007Operating activities:Net loss
    
    $
    (185,819
    )
    
    
    (202,639
    )
    
    
    (22,200
    )Adjustment to reconcile net loss to net cash
provided by operating activities:Provision and valuation allowances, net (1)
    
    
    240,169
    
    
    
    168,552
    
    
    
    78,441Impairment of goodwill
    
    
    9,124
    
    
    
    48,284
    
    
    
    Restructuring charges, impairments and exit activities
    
    
    9,209
    
    
    
    8,564
    
    
    
    13,591Depreciation, amortization and accretion, net
    
    
    20,464
    
    
    
    21,019
    
    
    
    18,451Share-based compensation expense
    
    
    2,393
    
    
    
    1,773
    
    
    
    6,237Tax benefits from share-based compensation
    
    
    
    
    
    
    
    
    
    
    (1,265
    )Securities activities, net
    
    
    (11,180
    )
    
    
    (2,039
    )
    
    
    (8,412
    )Net (gains) losses on sales of real estate owned, real estate
and loans held for sale and office properties and equipment
    
    
    (515
    )
    
    
    72
    
    
    
    201Net gain on sale of Ryan Beck Holdings, Inc
    
    
    
    
    
    
    
    
    
    
    (16,373
    )Stifel stock received as earn-out consideration pursuant
to the Ryan Beck sales agreement
    
    
    (8,589
    )
    
    
    (11,309
    )
    
    
    Deferred income tax provision (benefit)
    
    
    
    
    
    
    35,370
    
    
    
    (22,855
    )Deferred interest on junior subordinated debentures
    
    
    14,139
    
    
    
    
    
    
    
    Net costs associated with debt redemption
    
    
    7,463
    
    
    
    1,238
    
    
    
    Increase in forgivable notes receivable, net
    
    
    
    
    
    
    
    
    
    
    (673
    )Originations of loans held for sale, net
    
    
    (74,764
    )
    
    
    (59,323
    )
    
    
    (90,745
    )Proceeds from sales of loans held for sale
    
    
    74,325
    
    
    
    53,564
    
    
    
    96,470Equity earnings in unconsolidated subsidiaries
    
    
    (589
    )
    
    
    
    
    
    
    Decrease in real estate held for development and sale
    
    
    
    
    
    
    11,382
    
    
    
    56Increase in securities owned, net
    
    
    
    
    
    
    
    
    
    
    (23,855
    )Increase in securities sold but not yet purchased
    
    
    
    
    
    
    
    
    
    
    28,419Decrease in accrued interest receivable
    
    
    9,538
    
    
    
    4,454
    
    
    
    1,402(Increase) decrease in other assets
    
    
    (57,350
    )
    
    
    4,675
    
    
    
    (10,957
    )Increase in due to clearing agent
    
    
    
    
    
    
    
    
    
    
    9,657Decrease in other liabilities
    
    
    (17,069
    )
    
    
    (19,499
    )
    
    
    (14,662
    )Net cash provided by operating activities
    
    
    30,949
    
    
    
    64,138
    
    
    
    40,928
   F-11




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2009
    
    
    2008
    
    
    2007Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    164,082
    
    
    
    349,397
    
    
    
    208,345Purchase of investment securities and tax certificates
    
    
    (65,708
    )
    
    
    (368,383
    )
    
    
    (211,307
    )Purchase of securities available for sale
    
    
    (50,947
    )
    
    
    (254,263
    )
    
    
    (682,231
    )Proceeds from sales of securities available for sale
    
    
    303,825
    
    
    
    375,900
    
    
    
    623,800Repayments of securities available for sale
    
    
    146,543
    
    
    
    145,610
    
    
    
    93,803Purchases of FHLB stock
    
    
    (2,295
    )
    
    
    (47,655
    )
    
    
    (22,725
    )Redemption of FHLB stock
    
    
    8,151
    
    
    
    67,051
    
    
    
    28,939Investments in unconsolidated subsidiaries
    
    
    (1,422
    )
    
    
    
    
    
    
    (5,923
    )Distributions from unconsolidated subsidiaries
    
    
    
    
    
    
    2,531
    
    
    
    7,889Net repayments (purchases and originations) of loans
    
    
    351,811
    
    
    
    23,285
    
    
    
    (2,173
    )Proceeds from the sale of loans receivable
    
    
    14,483
    
    
    
    10,100
    
    
    
    Additions to real estate owned
    
    
    (1,373
    )
    
    
    (19
    )
    
    
    (2,011
    )Proceeds from sales of real estate owned
    
    
    6,073
    
    
    
    3,810
    
    
    
    2,252Proceeds from the sale of property and equipment
    
    
    141
    
    
    
    1,105
    
    
    
    939Purchases of office property and equipment, net
    
    
    (3,731
    )
    
    
    (11,483
    )
    
    
    (64,291
    )Net cash outflow from sale of central Florida stores
    
    
    
    
    
    
    (4,491
    )
    
    
    Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    
    
    
    
    2,628Net cash provided by (used in) investing activities
    
    
    869,633
    
    
    
    292,495
    
    
    
    (22,066
    )Financing activities:Net increase (decrease) in deposits
    
    
    49,884
    
    
    
    (3,482
    )
    
    
    86,369Prepayments of FHLB advances
    
    
    (1,159,463
    )
    
    
    (694,363
    )
    
    
    Net proceeds (repayments) of FHLB advances
    
    
    467,000
    
    
    
    262,808
    
    
    
    (120,000
    )Net decrease in securities sold under agreements to repurchase
    
    
    (21,616
    )
    
    
    (12,181
    )
    
    
    (43,667
    )Net (decrease) increase in federal funds purchased
    
    
    (235,536
    )
    
    
    129,364
    
    
    
    76,949Prepayments of bonds payable
    
    
    
    
    
    
    (2,751
    )
    
    
    Repayment of notes and bonds payable
    
    
    (180
    )
    
    
    (904
    )
    
    
    (3,269
    )Excess tax benefits from share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,265Proceeds from issuance of Class A common stock
    
    
    75,451
    
    
    
    103
    
    
    
    2,449Proceeds from the issuance of junior subordinated debentures
    
    
    
    
    
    
    
    
    
    
    30,929Purchase and retirement of Class A common stock
    
    
    
    
    
    
    
    
    
    
    (53,769
    )Dividends paid
    
    
    (282
    )
    
    
    (844
    )
    
    
    (7,439
    )Net cash used in by financing activities
    
    
    (824,742
    )
    
    
    (322,250
    )
    
    
    (30,183
    )Increase (decrease) in cash and cash equivalents
    
    
    75,840
    
    
    
    34,383
    
    
    
    (11,321
    )Cash and cash equivalents at the beginning of period
    
    
    158,957
    
    
    
    124,574
    
    
    
    138,904Cash 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
    
    
    
    
    
    
    
    
    
    
    3,285Cash and cash equivalents at end of period
    
    $
    234,797
    
    
    
    158,957
    
    
    
    124,574
   F-12




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,(In thousands)
    
    2009
    
    
    2008
    
    
    2007Cash paid for:Interest on borrowings and deposits
    
    $
    66,973
    
    
    
    142,067
    
    
    
    191,230Income taxes (refunded) paid
    
    
    (2,812
    )
    
    
    (14,389
    )
    
    
    853Supplementary disclosure of non-cash investing and
financing activities:Loans and tax certificates transferred to REO
    
    
    35,914
    
    
    
    7,208
    
    
    
    2,528Securities held-to-maturity transferred to securities
available for sale
    
    
    
    
    
    
    
    
    
    
    203,004Long-lived assets held-for-use transferred to assets
held for sale
    
    
    
    
    
    
    
    
    
    
    13,704Change in accumulated other comprehensive income
    
    
    5,860
    
    
    
    (13,704
    )
    
    
    7,096Change in deferred taxes on other comprehensive income
    
    
    
    
    
    
    (3,304
    )
    
    
    4,200Securities sold pending settlement
    
    
    2,018
    
    
    
    
    
    
    
    Securities purchased pending settlement
    
    
    
    
    
    
    
    
    
    
    18,926
 
 (1)
    
    Represents provision for loan losses, REO and tax certificates.  F-13




---



##### 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 
        F-14




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Use of Estimates 
 Consolidation Policy
 Cash Equivalents
 Investment Securities 
   F-15




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Financial instruments and derivatives 
 Tax Certificates
 Allowance for Tax Certificate Losses 
 Loans
 Loans Held for Sale
 Impaired Loans
 Non-performing Loans
 F-16




---



##### Table of Contents



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




---



##### 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




---



##### 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:
    F-19




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   2. Federal Funds Sold and Other Short Term Investments
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Ending Balance
    
    $
    
    
    
    
    20,825
    
    
    
    484Maximum outstanding at any month end
within period
    
    $
    61,000
    
    
    
    362,360
    
    
    
    21,555Average amount invested during period
    
    $
    14,030
    
    
    
    44,031
    
    
    
    3,638Average yield during period
    
    %
    0.45
    
    
    
    1.92
    
    
    
    4.77
  F-20




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 3 Securities Available for Sale
  As of December 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    202,985
    
    
    
    8,961
    
    
    
    1
    
    
    
    211,945Real estate
mortgage investment conduits (1)
    
    
    104,329
    
    
    
    3,037
    
    
    
    19
    
    
    
    107,347Total
    
    
    307,314
    
    
    
    11,998
    
    
    
    20
    
    
    
    319,292Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    760
    
    
    
    31
    
    
    
    6
    
    
    
    785Total investment securities
    
    
    1,010
    
    
    
    31
    
    
    
    6
    
    
    
    1,035Total
    
    $
    308,324
    
    
    
    12,029
    
    
    
    26
    
    
    
    320,327
 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
 
 (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-21




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  As of December 31, 2009Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMortgage-backed securities
    
    $
    
    
    
    
    
    
    
    
    159
    
    
    
    (1
    )
    
    
    159
    
    
    
    (1
    )Real estate mortgage
investment conduits
    
    
    
    
    
    
    
    
    
    
    21,934
    
    
    
    (19
    )
    
    
    21,934
    
    
    
    (19
    )Equity securities
    
    
    4
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    (6
    )Total available for sale securities:
    
    $
    4
    
    
    
    (6
    )
    
    
    22,093
    
    
    
    (20
    )
    
    
    22,097
    
    
    
    (26
    )
 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
    )
    Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairDecember 31, 2009 (1) (2)
    
    Cost
    
    
    ValueDue within one year
    
    $
    252
    
    
    
    252Due after one year, but within five years
    
    
    44
    
    
    
    45Due after five years, but within ten years
    
    
    31,190
    
    
    
    31,199Due after ten years
    
    
    276,078
    
    
    
    288,046Total
    
    $
    307,564
    
    
    
    319,542
 
 (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-22




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Gross gains on securities sales
    
    $
    11,238
    
    
    
    6,302
    
    
    
    15,731Gross losses on securities sales
    
    
    
    
    
    
    (5,103
    )
    
    
    (4,341
    )Proceed from sales of securities
    
    
    303,825
    
    
    
    375,900
    
    
    
    623,800Other-than-temporary impairments
    
    $
    (1,587
    )
    
    
    (3,413
    )
    
    
    
   For The Years Ended December 31,2009
    
    
    2008
    
    
    2007Net change in other comprehensive income
on securities available for sale
    
    $
    100
    
    
    
    (3,346
    )
    
    
    10,356Change in deferred tax (benefit) provision
on net unrealized losses on securities
available for sale
    
    
    
    
    
    
    (5,417
    )
    
    
    3,838Change in stockholders equity from net unrealized
losses on securities available for sale
    
    $
    100
    
    
    
    2,071
    
    
    
    6,518
 4. Investment Securities
  As of December 31, 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValuePrivate investment securities (1)
    
    $
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500
 As of December 31, 2008Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValuePrivate investment securities (1)
    
    $
    2,036
    
    
    
    467
    
    
    
    
    
    
    
    2,503
 
 (1)
    
    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.  F-23




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   5. Tax Certificates
  As of December 31, 2009
    
    
    As of December 31, 2008Estimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Fair
    
    
    Amortized
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    ValueTax certificates (1)Net of allowance of $6,781
and $6,064, respectively
    
    $
    110,991
    
    
    
    112,472
    
    
    
    213,534
    
    
    
    224,434
 
 (1)
    
    The estimated fair value was calculated at December 31, 2009 and 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.  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    6,064
    
    
    
    3,289
    
    
    
    3,699Charge-offs
    
    
    (2,965
    )
    
    
    (4,668
    )
    
    
    (867
    )Recoveries
    
    
    294
    
    
    
    157
    
    
    
    157Net charge-offs
    
    
    (2,671
    )
    
    
    (4,511
    )
    
    
    (710
    )Provision charged to
non-interest expense
    
    
    3,388
    
    
    
    7,286
    
    
    
    300Balance, end of period
    
    $
    6,781
    
    
    
    6,064
    
    
    
    3,289
 F-24




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 6. Loans Receivable and Loans Held for Sale
  December 31,2009
    
    
    2008Real estate loans:Residential
    
    $
    1,549,791
    
    
    
    1,929,616Builder land loans
    
    
    57,807
    
    
    
    84,453Land acquisition and development
    
    
    182,235
    
    
    
    226,484Land acquisition, development and
construction
    
    
    26,184
    
    
    
    60,730Construction and development
    
    
    211,809
    
    
    
    229,856Commercial
    
    
    688,386
    
    
    
    709,523Consumer  home equity
    
    
    669,690
    
    
    
    718,950Small business
    
    
    213,591
    
    
    
    218,694Other loans:Commercial business
    
    
    155,226
    
    
    
    144,554Small business  non-mortgage
    
    
    99,113
    
    
    
    108,230Consumer loans
    
    
    15,935
    
    
    
    16,406Deposit overdrafts
    
    
    4,816
    
    
    
    9,730Total gross loans
    
    
    3,874,583
    
    
    
    4,457,226Adjustments:Premiums, discounts and net deferred fees
    
    
    2,414
    
    
    
    3,221Allowance for loan losses
    
    
    (187,218
    )
    
    
    (137,257
    )Loans receivable  net
    
    $
    3,689,779
    
    
    
    4,323,190Loans held for sale
    
    $
    4,547
    
    
    
    3,461
   December 31,2009
    
    
    2008Construction and development
    
    $
    43,432
    
    
    
    124,332Commercial
    
    
    25,696
    
    
    
    38,930Total undisbursed loans in process
    
    $
    69,128
    
    
    
    163,262
  Florida
    
    
    62
    %Eastern U.S.A.
    
    
    20
    %Western U.S.A.
    
    
    14
    %Central U.S.A
    
    
    4
    %100
    %
 F-25




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Allowance for Loan Losses (in thousands)
 For Years Ended December 31,2009
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    137,257
    
    
    
    94,020
    
    
    
    43,602Loans charged-off
    
    
    (185,890
    )
    
    
    (117,874
    )
    
    
    (22,642
    )Recoveries of loans previously charged-off
    
    
    3,193
    
    
    
    1,310
    
    
    
    2,218Net charge-offs
    
    
    (182,697
    )
    
    
    (116,564
    )
    
    
    (20,424
    )Provision for loan losses
    
    
    232,658
    
    
    
    159,801
    
    
    
    70,842Balance, end of period
    
    $
    187,218
    
    
    
    137,257
    
    
    
    94,020
  As of December 31, 2009
    
    
    As of December 31, 2008Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    249,477
    
    
    
    70,485
    
    
    
    174,710
    
    
    
    41,192Impaired loans without specific
valuation allowances
    
    
    196,018
    
    
    
    
    
    
    
    138,548
    
    
    
    Total
    
    $
    445,495
    
    
    
    70,485
    
    
    
    313,258
    
    
    
    41,192
     F-26




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Contracted interest income
    
    $
    22,417
    
    
    
    14,276
    
    
    
    15,042Interest income recognized
    
    
    (9,881
    )
    
    
    (3,368
    )
    
    
    (10,071
    )Foregone interest income
    
    $
    12,536
    
    
    
    10,908
    
    
    
    4,971
  Non-performing assets (in thousands):
 As of December 31,2009
    
    
    2008
    
    
    2007Non-accrual  tax certificates
    
    $
    2,161
    
    
    
    1,441
    
    
    
    2,094Non-accrual  loansResidential
    
    
    76,401
    
    
    
    34,734
    
    
    
    8,678Commercial real estate and business
    
    
    230,827
    
    
    
    241,274
    
    
    
    165,818Small business
    
    
    9,338
    
    
    
    4,644
    
    
    
    877Consumer
    
    
    14,451
    
    
    
    6,763
    
    
    
    3,218Total non-accrual loans
    
    
    331,017
    
    
    
    287,415
    
    
    
    178,591Real estate owned
    
    
    46,467
    
    
    
    19,045
    
    
    
    17,216Other repossessed assets
    
    
    10
    
    
    
    
    
    
    
    Total non-performing assets
    
    $
    379,655
    
    
    
    307,901
    
    
    
    197,901
  Other potential problem loans (in thousands):
 As of December 31,2009
    
    
    2008
    
    
    2007Performing impaired loans
    
    $
    6,150
    
    
    
    
    
    
    
    Loans 90 days past due and still accruing
    
    
    9,960
    
    
    
    15,721
    
    
    
    Troubled debt restructured
    
    
    107,642
    
    
    
    28,173
    
    
    
    2,488Total potential problem loans
    
    $
    123,752
    
    
    
    43,894
    
    
    
    2,488
  F-27




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Real estate acquired in settlement of
loans and
tax certificates:Operating expenses, net
    
    $
    (1,355
    )
    
    $
    (1,243
    )
    
    $
    (243
    )Impairment of REO
    
    
    (4,124
    )
    
    
    (1,465
    )
    
    
    (7,299
    )Net gains (losses) on sales
    
    
    341
    
    
    
    (124
    )
    
    
    427Net real estate owned activity
    
    $
    (5,138
    )
    
    $
    (2,832
    )
    
    $
    (7,115
    )
 7. Accrued Interest Receivable
  December 31,2009
    
    
    2008Loans receivable
    
    $
    15,166
    
    
    $
    22,183Tax certificates
    
    
    15,709
    
    
    
    16,140Securities
    
    
    1,404
    
    
    
    3,494Accrued interest receivable
    
    $
    32,279
    
    
    $
    41,817
 8. Real Estate Held for Development and Sale
  As of December 31,2009
    
    
    2008Land and facilities held for sale
    
    $
    7,259
    
    
    
    8,077Land and land development costs
    
    
    6,435
    
    
    
    10,306Total real estate held for
development and sale
    
    $
    13,694
    
    
    
    18,383
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Sales of real estate
    
    $
    
    
    
    
    11,887
    
    
    
    1,977Cost of sales on real estate
    
    
    
    
    
    
    11,979
    
    
    
    1,439(Losses) gains on sales of real estate
    
    $
    
    
    
    
    (92
    )
    
    
    538
   F-28




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 9. Investments in Unconsolidated Subsidiaries
  As of December 31,2009
    
    
    2008Statutory business trusts
    
    $
    9,307
    
    
    
    8,820Investment in factoring joint venture
    
    
    3,256
    
    
    
    1,732Total investments in unconsolidated subsidiaries
    
    $
    12,563
    
    
    
    10,552
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Equity in rental real estate joint
venture earnings
    
    $
    
    
    
    
    990
    
    
    
    1,592Equity in factoring joint venture earnings
    
    
    479
    
    
    
    518
    
    
    
    246Earnings in statutory business trusts
    
    
    487
    
    
    
    601
    
    
    
    662Income from unconsolidated subsidiaries
    
    $
    966
    
    
    
    2,109
    
    
    
    2,500
     F-29




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  As of December 31,Statement of Financial Condition
    
    2009
    
    
    2008Junior subordinated debentures
    
    $
    308,334
    
    
    
    294,195Other assets
    
    
    563
    
    
    
    1,035Total Assets
    
    $
    308,897
    
    
    
    295,230Trust preferred securities
    
    $
    299,027
    
    
    
    285,375Other liabilities
    
    
    563
    
    
    
    1,035Total Liabilities
    
    
    299,590
    
    
    
    286,410Common securities
    
    
    9,307
    
    
    
    8,820Total Liabilities and Equity
    
    $
    308,897
    
    
    
    295,230
 For the Years Ended December 31,Statement of Operations
    
    2009
    
    
    2008
    
    
    2007Interest income from junior
subordinated debentures
    
    $
    14,669
    
    
    
    20,197
    
    
    
    22,274Interest expense
    
    
    (14,182
    )
    
    
    (19,596
    )
    
    
    (21,612
    )Net income
    
    $
    487
    
    
    
    601
    
    
    
    662
 10. Office Properties and Equipment
  As of December 31,2009
    
    
    2008Land
    
    $
    51,612
    
    
    
    51,474Buildings and improvements
    
    
    155,669
    
    
    
    154,913Furniture and equipment
    
    
    90,873
    
    
    
    91,823Total
    
    
    298,154
    
    
    
    298,210Less accumulated depreciation
    
    
    96,468
    
    
    
    81,232Office properties and equipment  net
    
    $
    201,686
    
    
    
    216,978
   F-30




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 11. Goodwill
  Commercial
    
    Community
    
    Capital
    
    TaxLending
    
    Banking
    
    Services
    
    Certificates
    
    Investments
    
    TotalBalance as of December 31, 2006
    
    $
    30,977
    
    
    
    17,307
    
    
    
    13,081
    
    
    
    4,662
    
    
    
    4,462
    
    
    
    70,489Impairment recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance as of December 31, 2007
    
    
    30,977
    
    
    
    17,307
    
    
    
    13,081
    
    
    
    4,662
    
    
    
    4,462
    
    
    
    70,489Impairment recognized
    
    
    (30,977
    )
    
    
    (17,307
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,284
    )Balance as of December 31, 2008
    
    
    
    
    
    
    
    
    
    
    13,081
    
    
    
    4,662
    
    
    
    4,462
    
    
    
    22,205Impairment recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,662
    )
    
    
    (4,462
    )
    
    
    (9,124
    )Balance as of December 31, 2009
    
    $
    
    
    
    
    
    
    
    
    13,081
    
    
    
    
    
    
    
    
    
    
    
    13,081
       F-31




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   12. Income Taxes
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Continuing operations
    
    $
    (31,719
    )
    
    
    32,489
    
    
    
    (27,572
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    (4,124
    )Total (benefit) provision
for income taxes
    
    $
    (31,719
    )
    
    
    32,489
    
    
    
    (31,696
    )Continuing operations:Current:Federal
    
    $
    (31,719
    )
    
    
    (2,880
    )
    
    
    (4,251
    )State
    
    
    
    
    
    
    (1
    )
    
    
    21(31,719
    )
    
    
    (2,881
    )
    
    
    (4,230
    )Deferred:Federal
    
    
    
    
    
    
    28,657
    
    
    
    (18,180
    )State
    
    
    
    
    
    
    6,713
    
    
    
    (5,162
    )
    
    
    
    35,370
    
    
    
    (23,342
    )(Benefit) provision
for income taxes
    
    $
    (31,719
    )
    
    
    32,489
    
    
    
    (27,572
    )
  For the Years Ended December 31,2009
    
    2008
    
    2007Income benefit provision at
expected federal income tax
rate of 35%
    
    $
    (77,434
    )
    
    
    (35.00)
    %
    
    
    (65,364
    )
    
    
    (35.00
    )
    
    
    (20,154
    )
    
    
    (35.00
    )Increase (decrease) resulting from:Tax -exempt income
    
    
    (3
    )
    
    
    (0.00
    )
    
    
    (12
    )
    
    
    (0.01
    )
    
    
    (3,755
    )
    
    
    (6.52
    )Benefit for state taxes
net of federal benefit
    
    
    (8,295
    )
    
    
    (3.75
    )
    
    
    (6,462
    )
    
    
    (3.46
    )
    
    
    (3,342
    )
    
    
    (5.80
    )Tax credits
    
    
    (148
    )
    
    
    (0.07
    )
    
    
    (242
    )
    
    
    (0.13
    )
    
    
    (856
    )
    
    
    (1.49
    )Goodwill impairment
    
    
    3,193
    
    
    
    1.44
    
    
    
    16,899
    
    
    
    9.05
    
    
    
    
    
    
    
    Federal tax valuation allowance
    
    
    33,442
    
    
    
    15.12
    
    
    
    72,054
    
    
    
    38.58
    
    
    
    
    
    
    
    State tax valuation allowance
    
    
    17,102
    
    
    
    7.73
    
    
    
    15,719
    
    
    
    8.42
    
    
    
    856
    
    
    
    1.49Other  net
    
    
    424
    
    
    
    0.19
    
    
    
    (103
    )
    
    
    (0.05
    )
    
    
    (321
    )
    
    
    (0.56
    )(Benefit) provision for income taxes
    
    $
    (31,719
    )
    
    
    (14.34)
    %
    
    
    32,489
    
    
    
    17.40
    
    
    
    (27,572
    )
    
    
    (47.88
    )
 F-32




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Deferred tax assets:Allowance for loans, REO, tax certificate losses and write-downs, for
financial statement purposes
    
    $
    66,846
    
    
    
    49,642
    
    
    
    38,786Federal and State NOL and tax credit carry-forward
    
    
    68,631
    
    
    
    37,572
    
    
    
    7,116Compensation expensed for books and deferred for tax purposes
    
    
    194
    
    
    
    779
    
    
    
    410Real estate held for development and sale capitalized costs for tax
purposes
in excess of amounts capitalized for financial statement purposes
    
    
    492
    
    
    
    278
    
    
    
    342Accumulated other comprehensive income
    
    
    920
    
    
    
    2,906
    
    
    
    Share based compensation
    
    
    1,770
    
    
    
    1,345
    
    
    
    1,078Other
    
    
    5,054
    
    
    
    5,021
    
    
    
    4,174Total gross deferred tax assets
    
    
    143,907
    
    
    
    97,543
    
    
    
    51,906Less valuation allowance
    
    
    (138,892
    )
    
    
    (90,333
    )
    
    
    (5,466
    )Total deferred tax assets
    
    
    5,015
    
    
    
    7,210
    
    
    
    46,440Deferred tax Liabilities:Deferred loan income
    
    
    1,188
    
    
    
    1,468
    
    
    
    1,993Accumulated other comprehensive income
    
    
    
    
    
    
    
    
    
    
    3,304Prepaid pension expense
    
    
    1,852
    
    
    
    2,625
    
    
    
    2,530Depreciation for tax greater than book
    
    
    1,880
    
    
    
    2,650
    
    
    
    3,293Other
    
    
    95
    
    
    
    467
    
    
    
    3,254Total gross deferred tax liabilities
    
    
    5,015
    
    
    
    7,210
    
    
    
    14,374Net deferred tax asset
    
    
    
    
    
    
    
    
    
    
    32,066Less net deferred tax asset at beginning of period
    
    
    
    
    
    
    (32,066
    )
    
    
    (30,004
    )Reduction in deferred tax asset associated with Stifel Ryan Beck Merger
    
    
    
    
    
    
    
    
    
    
    16,593(Decrease) increase in accumulated other comprehensive income
    
    
    
    
    
    
    (3,304
    )
    
    
    4,200(Provision) benefit for deferred income taxes
    
    
    
    
    
    
    (35,370
    )
    
    
    22,855Benefit for deferred income taxes  discontinued operations
    
    
    
    
    
    
    
    
    
    
    487(Provision) benefit for deferred income taxes  continuing operations
    
    $
    
    
    
    
    (35,370
    )
    
    
    23,342
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    90,333
    
    
    
    5,466
    
    
    
    4,610Other comprehensive loss
    
    
    (1,985
    )
    
    
    (2,906
    )
    
    
    Increase in State NOL
    
    
    17,102
    
    
    
    15,719
    
    
    
    856Increase in Federal NOL
    
    
    33,442
    
    
    
    72,054
    
    
    
    Balance, end of period
    
    $
    138,892
    
    
    
    90,333
    
    
    
    5,466
  F-33




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
        For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Balance as of beginning of period
    
    $
    206
    
    
    
    194
    
    
    
    885Cumulative effect adjustment upon adoption
of ASC 740
    
    
    
    
    
    
    
    
    
    
    (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
    
    
    
    206
    
    
    
    194
   F-34




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Deposits
  As of December 31,2009
    
    
    2008Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentInterest free checking
    
    $
    827,580
    
    
    
    20.85
    %
    
    
    741,691
    
    
    
    18.92Insured money fund savings0.68% at December 31, 2009
    
    
    360,043
    
    
    
    9.07
    
    
    
    427,762
    
    
    
    10.910.70% at December 31, 2008NOW accounts0.63% at December 31, 2009
    
    
    1,409,138
    
    
    
    35.50
    
    
    
    992,762
    
    
    
    25.330.50% at December 31, 2008Savings accounts0.33% at December 31, 2009
    
    
    412,360
    
    
    
    10.38
    
    
    
    419,494
    
    
    
    10.700.50% at December 31, 2008Total non-certificate accounts
    
    
    3,009,121
    
    
    
    75.80
    
    
    
    2,581,709
    
    
    
    65.86Certificate accounts:Less than 2.00%
    
    
    654,445
    
    
    
    16.49
    
    
    
    189,439
    
    
    
    4.832.01% to 3.00%
    
    
    211,590
    
    
    
    5.33
    
    
    
    145,188
    
    
    
    3.703.01% to 4.00%
    
    
    15,965
    
    
    
    0.40
    
    
    
    598,461
    
    
    
    15.274.01% to 5.00%
    
    
    51,699
    
    
    
    1.30
    
    
    
    337,885
    
    
    
    8.625.01% to 6.00%
    
    
    26,840
    
    
    
    0.68
    
    
    
    67,108
    
    
    
    1.726.01% to 7.00%
    
    
    20
    
    
    
    
    
    
    
    6
    
    
    
    Total certificate accounts
    
    
    960,559
    
    
    
    24.20
    
    
    
    1,338,087
    
    
    
    34.14Total deposit accounts
    
    $
    3,969,680
    
    
    
    100.00
    %
    
    
    3,919,796
    
    
    
    100.00
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Money fund savings and NOW accounts
    
    $
    9,961
    
    
    
    17,783
    
    
    
    26,031Savings accounts
    
    
    1,612
    
    
    
    4,994
    
    
    
    12,559Certificate accounts  below $100,000
    
    
    16,184
    
    
    
    21,195
    
    
    
    25,512Certificate accounts, $100,000 and above
    
    
    14,470
    
    
    
    20,856
    
    
    
    21,002Less early withdrawal penalty
    
    
    (343
    )
    
    
    (565
    )
    
    
    (628
    )Total
    
    $
    41,884
    
    
    
    64,263
    
    
    
    84,476
 F-35




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Years Ended December 31,Interest Rate
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter0.00% to 2.00%
    
    $
    611,768
    
    
    
    39,243
    
    
    
    1,922
    
    
    
    132
    
    
    
    1,380
    
    
    
    2.01% to 3.00%
    
    
    179,450
    
    
    
    18,759
    
    
    
    9,442
    
    
    
    870
    
    
    
    3,069
    
    
    
    3.01% to 4.00%
    
    
    6,431
    
    
    
    3,084
    
    
    
    2,389
    
    
    
    2,744
    
    
    
    1,314
    
    
    
    34.01% to 5.00%
    
    
    12,723
    
    
    
    6,218
    
    
    
    25,973
    
    
    
    6,785
    
    
    
    
    
    
    
    5.01% to 6.00%
    
    
    25,440
    
    
    
    916
    
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    6.01% and greater
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    835,832
    
    
    
    68,220
    
    
    
    40,210
    
    
    
    10,531
    
    
    
    5,763
    
    
    
    3
  December 31,20093 months or less
    
    $
    164,4224 to 6 months
    
    
    105,2117 to 12 months
    
    
    115,156More than 12 months
    
    
    68,633Total
    
    $
    453,422
  2009
    
    
    2008Brokered deposits
    
    $
    72,904
    
    
    
    239,888Public deposits
    
    
    223,554
    
    
    
    243,745Total institutional deposits
    
    $
    296,458
    
    
    
    483,633
  14. Advances from Federal Home Loan Bank
    F-36




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 15. Securities Sold Under Agreements to Repurchase
   For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Maximum borrowing at any month-end within the period
    
    $
    39,286
    
    
    
    55,179
    
    
    
    109,430Average borrowing during the period
    
    $
    30,732
    
    
    
    63,529
    
    
    
    73,848Average interest cost during the period
    
    %
    0.12
    
    
    
    2.23
    
    
    
    4.88Average interest cost at end of the period
    
    %
    0.12
    
    
    
    0.12
    
    
    
    3.46
  WeightedEstimated
    
    
    
    
    
    
    AverageAmortized
    
    
    Fair
    
    
    Repurchase
    
    
    InterestCost
    
    
    Value
    
    
    Balance
    
    
    RateDecember 31, 2009 (1)Mortgage-backed securities
    
    $
    32,706
    
    
    
    34,403
    
    
    
    24,468
    
    
    
    0.12
    %December 31, 2008 (1)Mortgage-backed securities
    
    $
    46,689
    
    
    
    47,896
    
    
    
    46,084
    
    
    
    0.12
    %
 
 (1)
    
    At December 31, 2009 and 2008, all securities were classified as available
for sale and were recorded at fair value in the consolidated statements of financial
condition.  16. Federal Funds Purchased and Treasury Borrowings
    F-37




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  As of December 31,2009
    
    
    2008
    
    
    2007Ending balance
    
    $
    2,803
    
    
    
    238,339
    
    
    
    108,975Maximum outstanding at any month end
within period
    
    $
    301,891
    
    
    
    238,339
    
    
    
    175,000Average amount outstanding during period
    
    $
    58,865
    
    
    
    78,125
    
    
    
    115,334Average cost during period
    
    %
    0.29
    
    
    
    2.23
    
    
    
    5.17
 17. Notes, Bonds, Secured Borrowings and Junior Subordinated Debentures
  Issue
    
    
    December 31,
    
    
    Interest
    
    
    MaturityDate
    
    
    2009
    
    
    2008
    
    
    Rate
    
    
    DateBankAtlantic BorrowingsSubordinated debentures (1)
    
    
    10/29/2002
    
    
    $
    22,000
    
    
    
    22,000
    
    
    LIBOR + 3.45%
    
    
    11/7/2012Mortgage-Backed Bond
    
    
    3/22/2002
    
    
    
    697
    
    
    
    864
    
    
    
    (2
    )
    
    
    9/30/2013Total debentures and bonds
    
    
    
    
    
    $
    22,697
    
    
    
    22,864
 
 (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-38




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  BeginningOptionalIssue
    
    
    As of December 31,
    
    
    Interest
    
    
    Maturity
    
    
    RedemptionJunior Subordinated Debentures
    
    Date
    
    
    2009
    
    
    2008
    
    
    Rate (1)
    
    
    Date
    
    
    DateBBX Capital Trust Trust I(A)
    
    
    6/26/2007
    
    
    $
    26,436
    
    
    
    25,774
    
    
    LIBOR + 1.45
    %
    
    9/15/2037
    
    
    
    9/15/2012BBX Capital Trust Trust II(A)
    
    
    9/20/2007
    
    
    
    5,290
    
    
    
    5,155
    
    
    LIBOR + 1.50
    
    
    12/15/2037
    
    
    
    12/15/2012BBX Capital Trust Trust II
    
    
    3/5/2002
    
    
    
    62,097
    
    
    
    57,088
    
    
    Fixed       8.50
    
    
    3/31/2032
    
    
    
    3/31/2007BBC Capital Trust III
    
    
    6/26/2002
    
    
    
    26,928
    
    
    
    25,774
    
    
    LIBOR + 3.45
    
    
    6/26/2032
    
    
    
    6/26/2007BBC Capital Trust IV
    
    
    9/26/2002
    
    
    
    26,914
    
    
    
    25,774
    
    
    LIBOR + 3.40
    
    
    9/26/2032
    
    
    
    9/26/2007BBC Capital Trust V
    
    
    9/27/2002
    
    
    
    10,766
    
    
    
    10,310
    
    
    LIBOR + 3.40
    
    
    9/30/2032
    
    
    
    9/27/2007BBC Capital Trust VI
    
    
    12/10/2002
    
    
    
    16,125
    
    
    
    15,450
    
    
    LIBOR + 3.35
    
    
    12/10/2032
    
    
    
    12/10/2007BBC Capital Trust VII
    
    
    12/19/2002
    
    
    
    26,874
    
    
    
    25,774
    
    
    LIBOR + 3.25
    
    
    12/26/2032
    
    
    
    12/19/2007BBC Capital Trust VIII
    
    
    12/19/2002
    
    
    
    15,969
    
    
    
    15,464
    
    
    LIBOR + 3.35
    
    
    1/7/2033
    
    
    
    12/19/2007BBC Capital Trust IX
    
    
    12/19/2002
    
    
    
    10,647
    
    
    
    10,310
    
    
    LIBOR + 3.35
    
    
    1/7/2033
    
    
    
    12/19/2007BBC Capital Trust X
    
    
    3/26/2003
    
    
    
    53,694
    
    
    
    51,548
    
    
    LIBOR + 3.15
    
    
    3/26/2033
    
    
    
    3/26/2008BBC Capital Trust XI
    
    
    4/10/2003
    
    
    
    10,637
    
    
    
    10,310
    
    
    LIBOR + 3.25
    
    
    4/24/2033
    
    
    
    4/24/2008BBC Capital Trust XII
    
    
    3/27/2003
    
    
    
    15,957
    
    
    
    15,464
    
    
    LIBOR + 3.25
    
    
    4/7/2033
    
    
    
    4/7/2008Total Junior SubordinatedDebentures (2)
    
    
    
    
    
    $
    308,334
    
    
    
    294,195
 
 (1)
    
    LIBOR interest rates are indexed to three-month LIBOR and adjust quarterly.(2)
    
    Included in the outstanding balances at December 31, 2009 was $14.1 million of deferred
interest. Interest can be deferred for 20 consecutive quarters with the entire amount of
deferred interest due at the end of the deferral period. The Company may end the deferral by
paying all accrued and unpaid interest.  Year EndingDecember 31,
    
    Amount2010
    
    $
    2011
    
    
    2012
    
    
    22,0002013
    
    
    13,1752014
    
    
    1,661Thereafter
    
    
    294,195Total
    
    $
    331,031
  Junior Subordinated Debentures:
  F-39




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Indentures
  F-40




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 18. Restructuring Charges, Impairments and Exit Activities
  EmployeeTerminationBenefits
    
    
    Contract
    
    
    TotalLiability
    
    
    Liability
    
    
    LiabilityBalance at January 1, 2007
    
    
    
    
    
    
    
    
    
    
    Expenses incurred
    
    
    2,527
    
    
    
    1,016
    
    
    
    3,543Amounts paid or amortized
    
    
    (2,425
    )
    
    
    (26
    )
    
    
    (2,451
    )Balance at December, 31 2007
    
    $
    102
    
    
    
    990
    
    
    
    1,092Balance at January 1, 2008
    
    
    102
    
    
    
    990
    
    
    
    1,092Expenses incurred
    
    
    2,171
    
    
    
    2,385
    
    
    
    4,556Amounts paid or amortized
    
    
    (2,102
    )
    
    
    (1,913
    )
    
    
    (4,015
    )Balance at December, 31 2008
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633Balance at January 1, 2009
    
    
    171
    
    
    
    1,462
    
    
    
    1,633Expenses incurred
    
    
    2,024
    
    
    
    2,479
    
    
    
    4,503Amounts paid or amortized
    
    
    (2,185
    )
    
    
    (260
    )
    
    
    (2,445
    )Balance at December, 31 2009
    
    $
    10
    
    
    
    3,681
    
    
    
    3,691
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Asset impairment
    
    $
    1,158
    
    
    
    4,758
    
    
    
    4,808Employee termination costs
    
    
    2,024
    
    
    
    2,171
    
    
    
    2,527Lease termination, net
    
    
    2,479
    
    
    
    2,385
    
    
    
    1,016Reversal of deferred rent upon lease termination
    
    
    (323
    )
    
    
    (2,186
    )
    
    
    Loss on central Florida branch sale
    
    
    
    
    
    
    267
    
    
    
    Total restructuring charges
impairment and exit activities
    
    $
    5,338
    
    
    
    7,395
    
    
    
    8,351
    F-41




---



##### 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
    )
 19. Employee Benefit Plans
 Defined Benefit Pension Plan
   As of December 31,2009
    
    
    2008Change in benefit obligationBenefit obligation at the beginning of the year
    
    $
    31,150
    
    
    
    28,918Interest cost
    
    
    1,832
    
    
    
    1,720Actuarial loss (gains)
    
    
    (510
    )
    
    
    1,549Benefits paid
    
    
    (1,097
    )
    
    
    (1,037
    )Projected benefit obligation at end of year
    
    
    31,375
    
    
    
    31,150Change in plan assetsFair value of Plan assets at the beginning of year
    
    
    17,921
    
    
    
    29,104Actual return on Plan assets
    
    
    5,122
    
    
    
    (10,146
    )Employer contribution
    
    
    
    
    
    
    Benefits paid
    
    
    (1,097
    )
    
    
    (1,037
    )Fair value of Plan assets as of actuarial date
    
    
    21,946
    
    
    
    17,921Funded status at end of year
    
    $
    (9,429
    )
    
    
    (13,229
    )
 F-42




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   As of December 31,2009
    
    
    2008
    
    
    2007Net comprehensive loss
    
    $
    13,929
    
    
    
    19,690
    
    
    
    3,915
  As of December 31,Other information
    
    2009
    
    
    2008Projected benefit obligation
    
    $
    31,375
    
    
    
    31,150Accumulated benefit obligation
    
    
    31,375
    
    
    
    31,150Fair value of plan assets
    
    
    21,946
    
    
    
    17,921
  For the Years Ended2009
    
    
    2008
    
    
    2007Interest cost on projected benefit obligation
    
    $
    1,832
    
    
    
    1,719
    
    
    
    1,656Expected return on plan assets
    
    
    (1,475
    )
    
    
    (2,430
    )
    
    
    (2,396
    )Amortization of unrecognized net gains and
losses
    
    
    1,648
    
    
    
    463
    
    
    
    501Net periodic pension (income) expense (1)
    
    $
    2,005
    
    
    
    (248
    )
    
    
    (239
    )Other changes in Plan Assets and Benefit
Obligations Recognized in Other
Comprehensive IncomeChange in accumulated benefit obligations
    
    
    3,755
    
    
    
    (13,415
    )
    
    
    1,180Change in deferred tax assets
    
    
    
    
    
    
    (2,112
    )
    
    
    (363
    )Total recognized net periodic benefit cost and
other comprehensive income
    
    $
    5,760
    
    
    
    (15,775
    )
    
    
    578
 
 (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 $1.3 million.  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Weighted average discount rate used to
determine benefit obligation
    
    
    6.00
    %
    
    
    6.00
    
    
    
    6.00Weighted average discount rate used to
to determine net periodic benefit cost
    
    
    6.00
    %
    
    
    6.00
    
    
    
    5.75Rate of increase in future
compensation levels
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExpected long-term rate of return
    
    
    8.50
    %
    
    
    8.50
    
    
    
    8.50
  F-43




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Quoted PricesIn ActiveMarketsfor IdenticalAssetsAsset Category
    
    (Level 1)Cash
    
    $
    357Mutual Funds: (1)US Large Cap Growth
    
    
    1,743US Large Cap Value
    
    
    950US Large Cap Blend
    
    
    2,203US Mid-Cap Growth
    
    
    686US Mid-Cap Value
    
    
    1,081US Mid-Cap Blend
    
    
    806International Equity
    
    
    3,124Balanced
    
    
    10,475Common Stock (2)
    
    
    521Total pension assets
    
    $
    21,946
 
 (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.  F-44




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  PensionExpected Future Service
    
    Benefits2010
    
    $
    1,4732011
    
    
    1,4942012
    
    
    1,5462013
    
    
    1,6322014
    
    
    1,710Years 2015-2019
    
    
    10,029
 Defined Contribution 401(k) Plan
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Employee salary contribution
limit (1)
    
    $
    16.5
    
    
    
    15.5
    
    
    
    15.0Percentage of salary limitation
    
    
    %75
    
    
    
    75
    
    
    
    75Total match contribution (2)
    
    $
    771
    
    
    
    2,551
    
    
    
    2,930Vesting of employer match
    
    Immediate
    
    Immediate
    
    Immediate
 
 (1)
    
    For the years ended December 31, 2009, 2008 and 2007, employees over the age of 50 were
entitled to contribute $22,000, $20,500 and $20,000, respectively.(2)
    
    The employer matched 100% of the first 3% of employee contributions and 50% of the next
2% of employee contributions. The Company discontinued the employer match on April 1,
2009. Profit Sharing Plan and 2008 Expense Reduction Initiative
  20. Commitments and Contingencies
  Year Ending December 31,
    
    Amount2010
    
    $
    8,4922011
    
    
    7,4272012
    
    
    6,6932013
    
    
    6,0782014
    
    
    4,749Thereafter
    
    
    59,273Total
    
    $
    92,712
 F-45




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Rental expense for
premises and
equipment
    
    $
    12,124
    
    
    $
    13,887
    
    
    $
    13,591
   December 31,2009
    
    2008Commitments to sell fixed rate residential loans
    
    $
    23,255
    
    
    $
    25,304Commitments to originate loans held for sale
    
    
    18,708
    
    
    
    21,843Commitments to originate loans held to maturity
    
    
    43,842
    
    
    
    16,553Commitments to extend credit, including the
undisbursed portion of loans in process
    
    
    396,627
    
    
    
    597,739Standby letters of credit
    
    
    13,573
    
    
    
    20,558Commercial lines of credit
    
    
    74,841
    
    
    
    66,954
      F-46




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
        F-47




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    21. Regulatory Matters
    F-48




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  PCA Capital
    
    
    PCAActual
    
    
    Adequacy
    
    
    Well CapitalizedAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioAs of December 31, 2009Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    $
    269,173
    
    
    
    8.00
    %
    
    $
    336,466
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    357,660
    
    
    
    10.63
    %
    
    $
    134,586
    
    
    
    4.00
    %
    
    $
    201,880
    
    
    
    6.00
    %Tangible capital
    
    $
    357,660
    
    
    
    7.58
    %
    
    $
    70,814
    
    
    
    1.50
    %
    
    $
    70,814
    
    
    
    1.50
    %Core capital
    
    $
    357,660
    
    
    
    7.58
    %
    
    $
    188,837
    
    
    
    4.00
    %
    
    $
    236,046
    
    
    
    5.00
    %As 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
    
    
    
    6.00
    %Tangible capital
    
    $
    385,006
    
    
    
    6.80
    %
    
    $
    84,929
    
    
    
    1.50
    %
    
    $
    84,929
    
    
    
    1.50
    %Core capital
    
    $
    385,006
    
    
    
    6.80
    %
    
    $
    226,478
    
    
    
    4.00
    %
    
    $
    283,098
    
    
    
    5.00
    %
 22. Restricted Stock, Common Stock and Common Stock Option Plans
 Issuance and Redemption of Class A Common Stock
     F-49




---



##### 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 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
    
    
    9,375,000
    
    
    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 Option
NQ  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 9,375,000 shares of Class A common stock may be issued
for restricted stock awards and upon the exercise of options granted under the Plan. The
Plan was amended by the Board of Directors in May 2009 increasing the allowable shares
issued from 1,200,000 to 9,375,000.  Class A
    
    
    WeightedNon-vested
    
    
    AverageRestricted
    
    
    Grant dateCommon Stock
    
    
    Fair ValueOutstanding 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
    
    
    
    38.47Vested
    
    
    (6,049
    )
    
    
    26.56Forfeited
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    Outstanding at December 31, 2009
    
    
    19,800
    
    
    $
    42.11
   F-50




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Weighted Average2008
    
    
    2007Volatility
    
    
    46.09
    %
    
    
    29.44
    %Expected dividends
    
    
    1.03
    %
    
    
    1.75
    %Expected term (in years)
    
    
    5.00
    
    
    
    7.23Risk-free rate
    
    
    3.29
    %
    
    
    4.92
    %
  Weighted
    
    
    WeightedClass A
    
    
    Average
    
    
    Average
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Contractual Term
    
    
    Value ($000)Outstanding 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
    
    
    
    5.8Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (38,337
    )
    
    
    72.56Expired
    
    
    (77,062
    )
    
    
    28.10Granted
    
    
    
    
    
    
    Outstanding at December 31, 2009
    
    
    780,219
    
    
    
    54.61
    
    
    
    5.2
    
    
    $
    Exercisable at December 31, 2009
    
    
    446,915
    
    
    
    43.46
    
    
    
    4.1
    
    
    $
    Available for grant at December
31, 2009
    
    
    8,911,811
  F-51




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    23. Discontinued Operations and Sale of Ryan Beck
      F-52




---



##### 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
  2007Investment banking revenues
    
    $
    37,836Non-interest expensesEmployee compensation and benefits
    
    
    27,532Occupancy and equipment
    
    
    2,984Advertising and promotion
    
    
    740Transaction related costs (1)
    
    
    14,263Professional fees
    
    
    1,106Communications
    
    
    2,255Floor broker and clearing fees
    
    
    1,162Interest expense
    
    
    985Other
    
    
    1,086Total non-interest expenses
    
    
    52,113Loss from Ryan Beck
discontinued operations before income taxes
    
    
    (14,277
    )Benefit for income taxes
    
    
    (5,716
    )Loss from Ryan Beck discontinued
operations, net of tax
    
    $
    (8,561
    )
 
 (1)
    
    Ryan Beck transaction related costs include $9.3 million of change in control payments,
$3.5 million of one-time employee termination benefits and $1.5 million of share-based
compensation. F-53




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 24. Earnings per Share
  For The Years Ended December 31,2009

    
    
    2008
    
    
    2007As
    
    
    As
    
    
    As
    
    
    AsBasic loss
    
    
    
    
    Adjusted
    
    
    Reported
    
    
    Adjusted
    
    
    ReportedNumerator:Continuing operations
    
    $
    (189,520
    )
    
    
    (219,244
    )
    
    
    (219,244
    )
    
    
    (30,012
    )
    
    
    (30,012
    )Discontinued operations
    
    
    3,701
    
    
    
    16,605
    
    
    
    16,605
    
    
    
    7,812
    
    
    
    7,812Net loss
    
    $
    (185,819
    )
    
    
    (202,639
    )
    
    
    (202,639
    )
    
    
    (22,200
    )
    
    
    (22,200
    )Denominator:Basic weighted average number of
common shares outstanding
    
    
    23,624,713
    
    
    
    15,079,396
    
    
    
    11,225,580
    
    
    
    15,581,909
    
    
    
    11,632,313Basic loss per share from:Continuing operations
    
    $
    (8.02
    )
    
    
    (14.54
    )
    
    
    (19.53
    )
    
    
    (1.93
    )
    
    
    (2.58
    )Discontinued operations
    
    
    0.15
    
    
    
    1.10
    
    
    
    1.48
    
    
    
    0.51
    
    
    
    0.67Basic loss per share
    
    $
    (7.87
    )
    
    
    (13.44
    )
    
    
    (18.05
    )
    
    
    (1.42
    )
    
    
    (1.91
    )
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007As
    
    
    As
    
    
    As
    
    
    AsDiluted loss per share
    
    
    
    
    
    Adjusted
    
    
    Reported
    
    
    Adjusted
    
    
    ReportedNumerator:Continuing operations
    
    $
    (189,520
    )
    
    
    (219,244
    )
    
    
    (219,244
    )
    
    
    (30,012
    )
    
    
    (30,012
    )Discontinued operations
    
    
    3,701
    
    
    
    16,605
    
    
    
    16,605
    
    
    
    7,812
    
    
    
    7,812Net loss income
    
    
    (185,819
    )
    
    
    (202,639
    )
    
    
    (202,639
    )
    
    
    (22,200
    )
    
    
    (22,200
    )Denominator:Basic weighted average number ofcommon shares outstanding
    
    
    23,624,713
    
    
    
    15,079,396
    
    
    
    11,225,580
    
    
    
    15,581,909
    
    
    
    11,632,313Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted average shares outstanding
    
    
    23,624,713
    
    
    
    15,079,396
    
    
    
    11,225,580
    
    
    
    15,581,909
    
    
    
    11,632,313Diluted loss per share from:Continuing operations
    
    $
    (8.02
    )
    
    
    (14.54
    )
    
    
    (19.53
    )
    
    
    (1.93
    )
    
    
    (2.58
    )Discontinued operations
    
    
    0.15
    
    
    
    1.10
    
    
    
    1.48
    
    
    
    0.51
    
    
    
    0.67Diluted loss per share
    
    $
    (7.87
    )
    
    
    (13.44
    )
    
    
    (18.05
    )
    
    
    (1.42
    )
    
    
    (1.91
    )
   F-54




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 25. Fair Value Measurement
          F-55




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fair Value Measurements  UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    SignificantAs of
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    211,945
    
    
    
    
    
    
    
    211,945
    
    
    
    REMICS
    
    
    107,347
    
    
    
    
    
    
    
    107,347
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Equity securities
    
    
    785
    
    
    
    785
    
    
    
    
    
    
    
    Total
    
    $
    320,327
    
    
    
    785
    
    
    
    319,292
    
    
    
    250
  Fair Value Measurements  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
   EquityBonds
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    1,588
    
    
    
    1,838Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    (1,588
    )
    
    
    (1,588
    )Included in other comprehensive income
    
    
    
    
    
    
    
    
    
    
    Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    
    
    
    
    250
  F-56




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  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-57




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the
fair value of the collateral
    
    $
    259,392
    
    
    
    
    
    
    
    
    
    
    
    259,392
    
    
    
    189,193Impaired real estate owned
    
    
    16,980
    
    
    
    
    
    
    
    
    
    
    
    16,980
    
    
    
    4,124Impaired real estate held
for sale
    
    
    12,480
    
    
    
    
    
    
    
    
    
    
    
    12,480
    
    
    
    4,688Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124Total
    
    $
    288,852
    
    
    
    
    
    
    
    
    
    
    
    288,852
    
    
    
    207,129
  Fair Value Measurements usingQuoted 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
  F-58




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Impaired Real Estate Owned and Real Estate Held for Sale
  Impaired Goodwill
  Private Equity Investment
  F-59




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Financial Disclosures about Fair Value of Financial Instruments
 December 31, 2009
    
    
    December 31, 2008Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair(in thousands)
    
    Amount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    234,797
    
    
    
    234,797
    
    
    
    158,957
    
    
    
    158,957Securities available for sale
    
    
    320,327
    
    
    
    320,327
    
    
    
    701,845
    
    
    
    701,845Investment securities
    
    
    1,500
    
    
    
    1,500
    
    
    
    2,036
    
    
    
    2,503Tax certificates
    
    
    110,991
    
    
    
    112,472
    
    
    
    213,534
    
    
    
    224,434Federal home loan bank stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    54,607
    
    
    
    54,607Loans receivable including loans
held for sale, net
    
    
    3,694,326
    
    
    
    3,392,681
    
    
    
    4,326,651
    
    
    
    3,959,563Financial liabilities:Deposits
    
    
    3,969,680
    
    
    
    3,971,702
    
    
    
    3,919,796
    
    
    
    3,919,810Short term borrowings
    
    
    27,271
    
    
    
    27,271
    
    
    
    284,423
    
    
    
    284,474Advances from FHLB
    
    
    282,012
    
    
    
    282,912
    
    
    
    967,028
    
    
    
    983,119Subordinated debentures
and notes payable
    
    
    22,697
    
    
    
    20,645
    
    
    
    22,864
    
    
    
    21,550Junior subordinated debentures
    
    
    308,334
    
    
    
    74,943
    
    
    
    294,195
    
    
    
    142,086
        F-60




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
       Derivatives
    Concentration of Credit Risk
  F-61




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   26. Related Parties
     For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Non-interest income:Other  office facilities
    
    $
    545
    
    
    
    442
    
    
    
    289Non-interest expense:Employee compensation
benefits
    
    
    (91
    )
    
    
    (110
    )
    
    
    (214
    )Other  back-office support
    
    
    (1,807
    )
    
    
    (1,614
    )
    
    
    (1,406
    )Net effect of affiliate transactions
before income taxes
    
    $
    (1,353
    )
    
    
    (1,282
    )
    
    
    (1,331
    )
  F-62




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    45,476
    
    
    $
    53.57Options non-vested
    
    
    6,181
    
    
    $
    95.10
      27. Segment Reporting
  F-63




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Reportable Segment
    
    Operating Segments AggregatedBankAtlantic
    
    Banking operationsParent Company
    
    BankAtlantic Bancorps operations, costs of acquisitions, asset and
capital management and financing activities.
    Adjusting andParent
    
    
    Elimination
    
    
    SegmentBankAtlantic
    
    
    Company
    
    
    Entries
    
    
    Total2009Interest income
    
    $
    223,048
    
    
    
    573
    
    
    
    (28
    )
    
    
    223,593Interest expense
    
    
    (59,724
    )
    
    
    (15,535
    )
    
    
    28
    
    
    
    (75,231
    )(Provision) for loan losses
    
    
    (214,244
    )
    
    
    (18,414
    )
    
    
    
    
    
    
    (232,658
    )Non-interest income
    
    
    129,292
    
    
    
    1,564
    
    
    
    (1,035
    )
    
    
    129,821Non-interest expense
    
    
    (258,799
    )
    
    
    (9,000
    )
    
    
    1,035
    
    
    
    (266,764
    )Segments loss
before income taxes
    
    
    (180,427
    )
    
    
    (40,812
    )
    
    
    
    
    
    
    (221,239
    )Benefit for income tax
    
    
    31,719
    
    
    
    
    
    
    
    
    
    
    
    31,719Segment net loss
    
    $
    (148,708
    )
    
    
    (40,812
    )
    
    
    
    
    
    
    (189,520
    )Total assets
    
    $
    4,755,122
    
    
    
    456,860
    
    
    
    (396,365
    )
    
    
    4,815,617Equity method investments
included in total assets
    
    $
    3,256
    
    
    
    9,307
    
    
    
    
    
    
    
    12,563Goodwill
    
    $
    13,081
    
    
    
    
    
    
    
    
    
    
    
    13,081Expenditures for segment
assets
    
    $
    3,731
    
    
    
    
    
    
    
    
    
    
    
    3,731Depreciation and amortization
    
    $
    19,669
    
    
    
    795
    
    
    
    
    
    
    
    20,464
 F-64




---



##### 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
    )(Provision) 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
 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 profits and losses
before income taxes
    
    
    (40,818
    )
    
    
    (16,766
    )
    
    
    
    
    
    
    (57,584
    )Benefit for income taxes
    
    
    21,378
    
    
    
    6,194
    
    
    
    
    
    
    
    27,572Segment net loss
    
    $
    (19,440
    )
    
    
    (10,572
    )
    
    
    
    
    
    
    (30,012
    )Total assets (1)
    
    $
    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
 
 (1)
    
    The adjusting and elimination entries include the assets, goodwill, depreciation and
amortization of the Ryan Beck discontinued operations. F-65




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 28. Parent Company Financial Information
  December 31,CONDENSED STATEMENTS OF FINANCIAL CONDITION
    
    2009
    
    
    2008ASSETSCash deposited at BankAtlantic
    
    $
    14,002
    
    
    $
    26,652Short term investments
    
    
    
    
    
    
    10,464Securities available for sale
    
    
    5
    
    
    
    1,595Investment securities
    
    
    1,500
    
    
    
    2,036Investment in BankAtlantic
    
    
    378,901
    
    
    
    414,714Investment in other subsidiaries
    
    
    44,629
    
    
    
    70,009Investment in unconsolidated subsidiaries
    
    
    9,307
    
    
    
    8,820Other assets
    
    
    4,738
    
    
    
    8,188Total assets
    
    $
    453,082
    
    
    $
    542,478LIABILITIES AND STOCKHOLDERS EQUITYDue to BankAtlantic
    
    
    722
    
    
    
    245Junior subordinated debentures
    
    
    308,334
    
    
    
    294,195Other liabilities
    
    
    2,455
    
    
    
    4,070Total liabilities
    
    
    311,511
    
    
    
    298,510Stockholders equity
    
    
    141,571
    
    
    
    243,968Total liabilities and stockholders equity
    
    $
    453,082
    
    
    $
    542,478
 For the Years Ended December 31,CONDENSED STATEMENTS OF OPERATIONS
    
    2009
    
    
    2008
    
    
    2007Dividends from BankAtlantic
    
    $
    
    
    
    $
    15,000
    
    
    $
    20,000Interest income from related parties
    
    
    28
    
    
    
    215
    
    
    
    256Interest income on investments
    
    
    193
    
    
    
    969
    
    
    
    2,063Total interest income and dividends
    
    
    221
    
    
    
    16,184
    
    
    
    22,319Interest expense on debentures and other borrowings
    
    
    15,535
    
    
    
    21,262
    
    
    
    23,053Net interest expense
    
    
    (15,314
    )
    
    
    (5,078
    )
    
    
    (734
    )Securities activity, net
    
    
    19
    
    
    
    (356
    )
    
    
    6,105Income from unconsolidated subsidiaries
    
    
    487
    
    
    
    600
    
    
    
    1,281Service fees from subsidiaries and related parties
    
    
    1,018
    
    
    
    988
    
    
    
    824Total non-interest income
    
    
    1,524
    
    
    
    1,232
    
    
    
    8,210Employee compensation and benefits
    
    
    5,036
    
    
    
    3,046
    
    
    
    2,421Advertising and promotion
    
    
    250
    
    
    
    279
    
    
    
    317Professional fees
    
    
    1,798
    
    
    
    1,552
    
    
    
    424Other expenses
    
    
    528
    
    
    
    701
    
    
    
    1,079Total non-interest expense
    
    
    7,612
    
    
    
    5,578
    
    
    
    4,241Loss income from continuing operations before taxes
    
    
    (21,402
    )
    
    
    (9,424
    )
    
    
    3,235Income tax provision (benefit)
    
    
    
    
    
    
    1,395
    
    
    
    (6,194
    )(Loss) income before undistributed earnings of
subsidiaries
    
    
    (21,402
    )
    
    
    (10,819
    )
    
    
    9,429Equity in loss income from BankAtlantic
    
    
    (148,708
    )
    
    
    (181,144
    )
    
    
    (39,441
    )Equity in loss from other subsidiaries
    
    
    (19,410
    )
    
    
    (27,281
    )
    
    
    Equity in subsidiaries discontinued
operations, net of tax (benefit)
of $0, $0 and ($4,124)
    
    
    3,701
    
    
    
    16,605
    
    
    
    7,812Net loss
    
    $
    (185,819
    )
    
    $
    (202,639
    )
    
    $
    (22,200
    )
 F-66




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 For the Years Ended December 31,(In thousands)
    
    2009
    
    
    2008
    
    
    2007Operating activities:Net loss
    
    $
    (185,819
    )
    
    
    (202,639
    )
    
    
    (22,200
    )Adjustment to reconcile net income to net cash (used
in)
provided by operating activities:Equity in net undistributed equity of
BankAtlantic and other subsidiaries
    
    
    167,631
    
    
    
    208,425
    
    
    
    48,001Net gains on sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    
    
    
    
    (16,373
    )Stifel stock received as earn-out consideration
pursuant
to the Ryan Beck sales agreement
    
    
    (8,589
    )
    
    
    (11,309
    )
    
    
    Cumulative effect adjustment
    
    
    
    
    
    
    
    
    
    
    700Share-based compensation expense
    
    
    362
    
    
    
    585
    
    
    
    1,084Tax benefits from share-based compensation
    
    
    
    
    
    
    
    
    
    
    (1,265
    )Impairments of investment securities
    
    
    1,588
    
    
    
    4,560
    
    
    
    3,316Deferred interest on junior subordinated debentures
    
    
    14,139
    
    
    
    
    
    
    
    Deferred tax valuation allowance
    
    
    
    
    
    
    12,496
    
    
    
    Amortization and accretion, net
    
    
    793
    
    
    
    824
    
    
    
    762Gains on securities activities
    
    
    (1,607
    )
    
    
    (4,204
    )
    
    
    (6,105
    )(Decrease) increase in other liabilities
    
    
    (1,615
    )
    
    
    2,220
    
    
    
    (5,931
    )Changes in due from BankAtlantic
    
    
    477
    
    
    
    161
    
    
    
    761Increase in deferred tax asset
    
    
    
    
    
    
    (11,101
    )
    
    
    (2,575
    )Increase in other assets
    
    
    4,677
    
    
    
    10,373
    
    
    
    (5,746
    )Net cash (used in) provided by operating activities
    
    
    (7,963
    )
    
    
    10,391
    
    
    
    (5,571
    )Investing activities:Distribution from unconsolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    4,081Investments in unconsolidated subsidiaries, net
    
    
    
    
    
    
    
    
    
    
    (885
    )Investments in consolidated subsidiaries
    
    
    (105,000
    )
    
    
    (162,290
    )
    
    
    Distributions from consolidated subsidiaries
    
    
    5,970
    
    
    
    
    
    
    
    Purchase of securities
    
    
    
    
    
    
    (1,854
    )
    
    
    (29,660
    )Proceeds from sales of securities
    
    
    8,710
    
    
    
    182,448
    
    
    
    55,252Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    
    
    
    
    2,628Net cash (used in) provided by investing activities
    
    
    (90,320
    )
    
    
    18,304
    
    
    
    31,416Financing activities:Issuance of common stock
    
    
    75,451
    
    
    
    103
    
    
    
    2,449Proceeds from the issuance of junior subordinated
Debentures
    
    
    
    
    
    
    
    
    
    
    30,929Purchase and retirement of Class A common stock
    
    
    
    
    
    
    
    
    
    
    (53,769
    )Common stock dividends paid
    
    
    (282
    )
    
    
    (844
    )
    
    
    (7,439
    )Excess tax benefits from share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,265Net cash provided by (used in) financing activities
    
    
    75,169
    
    
    
    (741
    )
    
    
    (26,565
    )(Decrease) increase in cash and cash equivalents
    
    
    (23,114
    )
    
    
    27,954
    
    
    
    (720
    )Cash and cash equivalents at beginning of period
    
    
    37,116
    
    
    
    9,162
    
    
    
    9,883Cash and cash equivalents at end of period
    
    $
    14,002
    
    
    
    37,116
    
    
    
    9,162
 F-67




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (Continued)For the Years Ended December 31(In thousands)
    
    2009
    
    
    2008
    
    
    2007Cash paid for:Interest
    
    $
    1,027
    
    
    $
    21,271
    
    
    $
    22,971Supplementary disclosure of non-cash investing
and financing activities:Securities sold pending settlement
    
    
    2,018
    
    
    
    
    
    
    
    Increase (decrease) in stockholders equity
from other
comprehensive income
    
    
    5,860
    
    
    
    (13,704
    )
    
    
    7,096
 29. Selected Quarterly Results
  First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    For the2009
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Year EndedInterest income
    
    $
    62,609
    
    
    
    57,180
    
    
    
    53,748
    
    
    
    50,056
    
    
    
    223,593Interest expense
    
    
    24,861
    
    
    
    20,908
    
    
    
    15,896
    
    
    
    13,566
    
    
    
    75,231Net interest income
    
    
    37,748
    
    
    
    36,272
    
    
    
    37,852
    
    
    
    36,490
    
    
    
    148,362Provision for loan losses
    
    
    44,277
    
    
    
    43,494
    
    
    
    63,586
    
    
    
    81,301
    
    
    
    232,658Net interest income after
provision for loan losses
    
    
    (6,529
    )
    
    
    (7,222
    )
    
    
    (25,734
    )
    
    
    (44,811
    )
    
    
    (84,296
    )(Loss) before taxes
    
    
    (46,611
    )
    
    
    (38,356
    )
    
    
    (52,086
    )
    
    
    (84,186
    )
    
    
    (221,239
    )(Loss) from continuing operations
    
    
    (46,611
    )
    
    
    (38,356
    )
    
    
    (52,089
    )
    
    
    (52,464
    )
    
    
    (189,520
    )Discontinued operations
    
    
    4,201
    
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    3,701Net loss
    
    $
    (42,410
    )
    
    
    (38,356
    )
    
    
    (52,589
    )
    
    
    (52,464
    )
    
    
    (185,819
    )Basic (loss) per share
from continuing operations
    
    $
    (3.09
    )
    
    
    (2.54
    )
    
    
    (3.45
    )
    
    
    (1.07
    )
    
    
    (8.02
    )Basic earnings per share
from discontinued operations
    
    
    0.28
    
    
    
    
    
    
    
    (0.03
    )
    
    
    
    
    
    
    0.15Basic (loss) per share
    
    $
    (2.81
    )
    
    
    (2.54
    )
    
    
    (3.48
    )
    
    
    (1.07
    )
    
    
    (7.87
    )Diluted (loss) per share
from continuing operations
    
    $
    (3.09
    )
    
    
    (2.54
    )
    
    
    (3.45
    )
    
    
    (1.07
    )
    
    
    (8.02
    )Diluted earnings (loss) per share
from discontinued operations
    
    
    0.28
    
    
    
    
    
    
    
    (0.03
    )
    
    
    
    
    
    
    0.15Diluted (loss) per share
    
    $
    (2.81
    )
    
    
    (2.54
    )
    
    
    (3.48
    )
    
    
    (1.07
    )
    
    
    (7.87
    )Basic weighted average number
of common shares outstanding
    
    
    15,089,994
    
    
    
    15,093,007
    
    
    
    15,096,420
    
    
    
    49,220,267
    
    
    
    23,624,713Diluted weighted average number
of common shares outstanding
    
    
    15,089,994
    
    
    
    15,093,007
    
    
    
    15,096,420
    
    
    
    49,220,267
    
    
    
    23,624,713
   F-68




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    For the2008
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Year EndedInterest 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 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
    )AS REPORTED: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
    
    
    
    11,225,580AS ADJUSTED:Basic (loss) per share
from continuing operations
    
    $
    (1.63
    )
    
    
    (1.28
    )
    
    
    (0.73
    )
    
    
    (10.89
    )
    
    
    (14.54
    )Basic earnings per share
from discontinued operations
    
    
    0.07
    
    
    
    
    
    
    
    0.33
    
    
    
    0.70
    
    
    
    1.10Basic (loss) per share
    
    $
    (1.56
    )
    
    
    (1.28
    )
    
    
    (0.40
    )
    
    
    (10.19
    )
    
    
    (13.44
    )Diluted (loss) per share
from continuing operations
    
    $
    (1.63
    )
    
    
    (1.28
    )
    
    
    (0.73
    )
    
    
    (10.89
    )
    
    
    (14.54
    )Diluted earnings per share
from discontinued operations
    
    
    0.07
    
    
    
    
    
    
    
    0.33
    
    
    
    0.70
    
    
    
    1.10Diluted (loss) per share
    
    $
    (1.56
    )
    
    
    (1.28
    )
    
    
    (0.40
    )
    
    
    (10.19
    )
    
    
    (13.44
    )Basic weighted average number
of common shares outstanding
    
    
    15,071,643
    
    
    
    15,076,815
    
    
    
    15,082,493
    
    
    
    15,086,595
    
    
    
    15,079,396Diluted weighted average number
of common shares outstanding
    
    
    15,071,643
    
    
    
    15,076,815
    
    
    
    15,082,493
    
    
    
    15,086,595
    
    
    
    15,079,396
 F-69




---



##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      F-70




---



##### 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




---



##### Table of Contents



PART III
  
 PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 Documents Filed as Part of this Report:
 (1)
    
    Financial StatementsThe following consolidated financial statements of BankAtlantic Bancorp, Inc. and its
subsidiaries are included herein under Part II, Item 8 of this Form 10-K.
 Report of Independent Registered Certified Public Accounting Firm of
PricewaterhouseCoopers LLP dated March 19, 2010.
 Consolidated Statements of Financial Condition as of December 31, 2009
and 2008.
 Consolidated Statements of Operations for each of the years in the
three year period ended December 31, 2009.
 Consolidated Statements of Stockholders Equity and Comprehensive
Income for each of the years in the three year period ended December
31, 2009.
 Consolidated Statements of Cash Flows for each of the years in the
three year period ended December 31, 2009.
 Notes to Consolidated Financial Statements.
 (2)
    
    Financial Statement SchedulesAll schedules are omitted as the required information is either not applicable or
presented in the financial statements or related notes.(3)
    
    Exhibits




---



##### 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 24, 2008
    
    Appendix A to the Registrants Definitive
Information Statement on Schedule 14C, filed on
September 4, 2008.3.4
    
    Articles of Amendment to the Restated
Articles of Incorporation, effective
September 26, 2008
    
    Exhibit 3.4 to the Registrants Current Report on
Form 8-K, filed on September 26, 2008.3.5
    
    Articles of Amendment to the Restated
Articles of Incorporation, effective May 19,
2009
    
    Appendix A to the Registrants Definitive Proxy
Statement on Schedule 14A, filed on April 29,
2009.3.6
    
    Amended and Restated Bylaws
    
    Amendment No. 1 to Form 10-K for the year ended
December 31, 2007, filed on April 29, 2008.10.1
    
    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 B to the Registrants Definitive
Proxy Statement on Schedule 14A, filed on April
29, 2009.10.4
    
    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, 1998.10.12
    
    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, 2002.10.18
    
    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, 2002.10.19 (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.




---



##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference10.23
    
    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, 2002.10.39
    
    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.




---



##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference10.44
    
    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, 2003.10.46
    
    Non-employee Director Compensation Plan for
2005
    
    Exhibit 10.1 to the Registrants Form 8-K Filed on
May 23, 2005.10.52
    
    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, 2007.10.54
    
    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 Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed with this Report.31.2
    
    Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed with this Report.32.1
    
    Certification of the Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Furnished with this Report.32.2
    
    Certification of the Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Furnished with this Report.
 
 *Compensatory Plan




---



##### Table of Contents



SIGNATURES
  BankAtlantic Bancorp, Inc.
 March 19, 2010
    By:
    /s/Alan B. LevanAlan 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
    
    3/19/2010/s/John E Abdo

John E. Abdo
    
    Vice Chairman of the Board
    
    3/19/2010/s/Valerie C. Toalson

Valerie C. Toalson
    
    Executive Vice President and Chief Financial Officer
    
    3/19/2010/s/Steven M. Coldren

Steven M. Coldren
    
    Director
    
    3/19/2010/s/Mary E. Ginestra

Mary E. Ginestra
    
    Director
    
    3/19/2010/s/Bruno L. Di Giulian

Bruno L. Di Giulian
    
    Director
    
    3/19/2010/s/Charlie C. Winningham, II

Charlie C. Winningham, II
    
    Director
    
    3/19/2010/s/Jarett S. Levan

Jarett S. Levan
    
    Director and President
    
    3/19/2010/s/D. Keith Cobb

D. Keith Cobb
    
    Director
    
    3/19/2010/s/Willis N. Holcombe

Willis N. Holcombe
    
    Director
    
    3/19/2010/s/David A. Lieberman

David A. Lieberman
    
    Director
    
    3/19/2010