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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.
(Exact name of registrant as specified in its charter)
     
Florida   65-0507804
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
2100 West Cypress Creek Road    
Ft. Lauderdale, Florida   33309
(Address of principal executive offices)   (Zip Code)
(954) 940-5000
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
     
Title of Each Class   Name of Each Exchange on Which Registered
     
Class A Common Stock,   New York Stock Exchange
Par Value $0.01 Per Share    
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO þ
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
        (Do not check if a smaller reporting company)    
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO þ
     The aggregate market value of the voting common equity held by non-affiliates was $28.7 million, computed by reference to the closing price of the registrant’s Class A Common Stock on June 30, 2009. The registrant does not have any non-voting common equity.
     The number of shares of the registrant’s Class A Common Stock outstanding on March 11, 2010 was 48,264,842. The number of shares of the registrant’s Class B Common Stock outstanding on March 11, 2010 was 975,225.
     Portions of the registrant’s Definitive Proxy Statement relating to its 2010 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.
 
 


TABLE OF CONTENTS

PART I
ITEM I. BUSINESS
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. RESERVED
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
PART III
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2


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PART I
ITEM I. BUSINESS
Except for historical information contained herein, the matters discussed in this document contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of BankAtlantic Bancorp, Inc. (the “Company”, which may also be referred to as “we,” “us,” or “our”) and are subject to a number of risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products and services, including the impact of the changing regulatory environment, a continued or deepening recession, decreases in real estate values, and increased unemployment on our business generally, our regulatory capital ratios, and the ability of our borrowers to service their obligations and of our customers to maintain account balances; credit risks and loan losses, and the related sufficiency of the allowance for loan losses, including the impact on the credit quality of our loans (including those held in the asset workout subsidiary of the Company) of a sustained downturn in the economy and in the real estate market and other changes in the real estate markets in our trade area, and where our collateral is located; the quality of our real estate based loans including our residential land acquisition and development loans (including Builder land bank loans, Land acquisition and development loans and Land acquisition, development and construction loans) as well as Commercial land loans, other Commercial real estate loans, Residential loans and Consumer loans, and conditions specifically in those market sectors; the quality of our Commercial business loans and conditions specifically in that market sector; the risks of additional charge-offs, impairments and required increases in our allowance for loan losses; changes in interest rates and the effects of, and changes in, trade, monetary and fiscal policies and laws including their impact on the bank’s net interest margin; new consumer banking regulations and the effect on our service fee income; adverse conditions in the stock market, the public debt market and other financial and credit markets and the impact of such conditions on our activities, the value of our assets and on the ability of our borrowers to service their debt obligations and maintain account balances; BankAtlantic’s initiatives not resulting in continued growth of core deposits or increasing average balances of new deposit accounts or producing results which do not justify their costs; the success of our expense reduction initiatives and the ability to achieve additional cost savings or to maintain the current lower expense structure; and the impact of periodic valuation testing of goodwill, deferred tax assets and other assets. Past performance, actual or estimated new account openings and growth may not be indicative of future results. Forward-looking statements in this document relating to the Company’s cash offers to purchase the outstanding Trust Preferred Securities (“TruPS”) are subject to the risk that the requisite holders of the particular series of TruPS to which each offer relates do not consent and tender, and that if received we are not able to obtain financing upon acceptable terms, in amounts sufficient to complete the offers, if at all. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in this annual report on Form 10-K, including Item 1A. Risk Factors. The Company cautions that the foregoing factors are not exclusive.
The Company
     We are a Florida-based bank holding company and own BankAtlantic and its subsidiaries. BankAtlantic provides a full line of products and services encompassing retail and business banking. We report our operations through two business segments consisting of BankAtlantic and BankAtlantic Bancorp, (the “Parent Company”.) Detailed operating financial information by segment is included in note 27 to the Company’s consolidated financial statements. On February 28, 2007, the Company completed the sale to Stifel Financial Corp. (“Stifel”) of Ryan Beck Holdings, Inc. (“Ryan Beck”), a subsidiary engaged in retail and institutional brokerage and investment banking. As a consequence, the Company exited this line of business and the results of operations of Ryan Beck are presented as “Discontinued Operations” in the Company’s consolidated financial statements.

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     Our Internet website address is www.bankatlanticbancorp.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through our website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Our Internet website and the information contained in or connected to our website are not incorporated into, and are not part of this Annual Report on Form 10-K.
     As of December 31, 2009, we had total consolidated assets of approximately $4.8 billion and stockholders’ equity of approximately $142 million.
BankAtlantic
     BankAtlantic is a federally-chartered, federally-insured savings bank organized in 1952. It is one of the largest financial institutions headquartered in Florida and provides traditional retail banking services and a wide range of business banking products and related financial services through a network of 100 branches or “stores” in southeast Florida and the Tampa Bay area, primarily in the metropolitan areas surrounding the cities of Miami, Ft. Lauderdale, West Palm Beach and Tampa, which are located in the heavily-populated Florida counties of Miami-Dade, Broward, Palm Beach, Hillsborough and Pinellas.
     BankAtlantic’s primary business activities have included:
    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
     BankAtlantic began its “Florida’s Most Convenient Bank” strategy in 2002, when it introduced seven-day banking in Florida. This banking initiative has contributed to a significant increase in core deposits (demand deposit accounts, NOW checking accounts and savings accounts). BankAtlantic’s core deposits increased from approximately $600 million as of December 31, 2001 to $2.6 billion as of December 31, 2009. Additionally, while the increase in core deposits during 2009 may reflect, in part, market conditions generally, we believe that the implementation of our local market management strategy in 2008 and our relationship marketing strategy in 2009 have enhanced our visibility in our market, increased customer loyalty and contributed significantly to the increase in core deposit balances.
     BankAtlantic exceeded all applicable regulatory capital requirements and was considered a “well capitalized” financial institution at December 31, 2009. See “Regulation and Supervision — Capital Requirements” for an explanation of capital standards. Management has implemented initiatives with a view toward maintaining adequate capital in response to the current adverse economic environment. These initiatives primarily include the reduction of risk-based asset levels through loan and securities repayments in the ordinary course, eliminating cash dividends to the Parent Company, and reducing expenses. These initiatives, while important to maintaining capital ratios, have also negatively impacted operations as the reduction in asset levels resulted in the reduction in earning assets adversely impacting our net interest income. Another source of regulatory capital for BankAtlantic was capital contributions from BankAtlantic Bancorp. During 2009 and 2008, BankAtlantic Bancorp contributed $105 million and $65 million, respectively, of capital to BankAtlantic. The $105 million capital contribution during 2009 was partially funded by the completion by BankAtlantic Bancorp of a $75 million rights offering.
     BankAtlantic structures its underwriting policies and procedures with a goal of balancing its ability to offer competitive and profitable products and services to its customers while minimizing its exposure to credit risk. However, the economic recession and the substantial decline in real estate values throughout the United States, and particularly in Florida, have had an adverse impact on the credit quality

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of our loan portfolio. In response, we have taken steps to attempt to address credit risk which included:
    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;
     Notwithstanding the above, there is no assurance that the above initiatives will reduce the credit risk in our loan portfolio. During 2009, our allowance for loan losses increased from $137.3 million at December 31, 2008 to $187.2 million at December 31, 2009 reflecting the continued deteriorating of economic conditions in our markets.
     We also continued our initiatives to decrease operating expenses during 2009. These initiatives included lowering advertising and marketing expenditures, maintaining reduced store and call center hours and reductions in back-office operations, and staffing levels, and renegotiating vendor contracts. During 2010, management intends to seek further efficiencies and to maintain its decreased expense organizational structure. BankAtlantic is also continuing to evaluate its products and services as well as its delivery systems and back-office support infrastructure with a view toward enhancing its operational efficiency.
     As part of BankAtlantic’s efforts to diversify its loan portfolio, during 2009, BankAtlantic focused on originating small business and middle market commercial loans through its retail and lending networks. BankAtlantic anticipates a continued emphasis on small business and middle market lending and expects the percentage represented by its commercial real estate and residential mortgage loan portfolio balances to decline during 2010 through the scheduled repayment of existing loans and significant reductions in commercial real estate loan originations and residential loan purchases.
     Loan Products
     BankAtlantic offers a number of lending products to its customers. Historically, primary lending products have included residential loans, commercial real estate loans, consumer loans and small and middle market business loans.
     Residential: Historically, BankAtlantic has purchased residential loans in the secondary markets that have been originated by other institutions. These loans, which are serviced by independent servicers, are secured by properties located throughout the United States. Residential loans are typically purchased in bulk and are generally non-conforming loans under agency guidelines due to the size of the individual loans (“jumbo loans”). BankAtlantic set general guidelines for loan purchases relating to loan amount, type of property, state of residence, loan-to-value ratios, the borrower’s sources of funds, appraised amounts and loan documentation, but actual purchases will generally reflect availability and market conditions, and may vary from BankAtlantic’s general guidelines. Included in these purchased residential loans are interest-only loans. These loans result in possible future increases in a borrower’s loan payments when the contractually required repayments increase due to interest rate adjustments and when required amortization of the principal amount commences. These payment increases could affect a borrower’s ability to repay the loan and lead to increased defaults and losses. At December 31, 2009, BankAtlantic’s residential loan portfolio included $776.2 million of interest-only loans, $65.2 million of which will become fully amortizing and have interest rates reset in 2010. The credit scores and loan-to-value ratios for interest-only loans are similar to those of amortizing loans. BankAtlantic has attempted to manage the credit risk associated with these loans by limiting purchases of interest-only loans to those originated to borrowers that it believes to be credit worthy, with loan-to-value and total debt to income ratios within agency guidelines. BankAtlantic does not purchase or originate sub-prime, option-arm, “pick-a-payment” or negative amortizing residential loans. Loans in the purchased residential loan portfolio generally do not have prepayment penalties. As

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part of its initiative to reduce assets with a view toward improving liquidity and regulatory capital ratios, BankAtlantic did not purchase any bulk residential loans during the year ended December 31, 2009.
     BankAtlantic also originates residential loans to customers that are then sold on a servicing released basis to a correspondent. It also originates and holds certain residential loans, which are made primarily to “low to moderate income” borrowers in accordance with requirements of the Community Reinvestment Act. The underwriting of these loans generally follows government agency guidelines and independent appraisers typically perform on-site inspections and valuations of the collateral.
     Commercial Real Estate: BankAtlantic provides commercial real estate loans for acquisition, development and construction of various types of properties including office buildings, retail shopping centers, residential construction and other non-residential properties. BankAtlantic also provides loans to acquire or refinance existing income-producing properties. These loans are primarily secured by property located in Florida. Commercial real estate loans are generally originated in amounts based upon the appraised value of the collateral or estimated cost to construct, generally have a loan to value ratio at the time of origination of less than 80%, and generally require that one or more of the principals of the borrowing entity guarantee these loans. Most of these loans have variable interest rates and are indexed to either prime or LIBOR rates.
     Historically, we made three categories of commercial real estate loans that we believe have resulted in significant exposure to BankAtlantic based on declines in the Florida residential real estate market. These categories are Builder land bank loans, Land acquisition and development loans, and Land acquisition, development and construction loans. The Builder land bank loan category consists of land loans to borrowers who have or had land purchase option agreements with regional and/or national builders. These loans were originally underwritten based on projected sales of the developed lots to the builders/option holders, and timely repayment of the loans is primarily dependent upon the sale of the property pursuant to the options. If the lots are not sold as originally anticipated, BankAtlantic anticipates that the borrower may not be in a position to service the loan, with the likely result being an increase in nonperforming loans and loan losses in this category. The Land acquisition and development loan category consists of loans secured by residential land which was intended to be developed by the borrower and sold to homebuilders. We believe that the underwriting on these loans was generally more stringent than Builder land bank loans, as an option agreement with a regional or national builder did not exist at the origination date. The Land acquisition, development and construction loans are secured by residential land which was intended to be fully developed by the borrower who also might have plans to construct homes on the property. These loans generally involved property with a longer investment and development horizon, and are guaranteed by the borrower or individuals such that it is expected that the borrower will have the ability to service the debt for a longer period of time. However, based on the declines in value in the Florida real estate market, all loans collateralized by Florida real estate expose the Bank to significant risk.
     BankAtlantic has also originated commercial non-residential land loans and commercial non-residential construction loans. These loans generally have higher credit exposure than commercial income producing commercial loans. BankAtlantic has significantly decreased the origination of these commercial land and commercial non-residential construction loans beginning in 2008.
     BankAtlantic has historically sold participations in certain commercial real estate loans that it originated, and administers the loan and provides participants periodic reports on the progress of the project for which the loan was made. Major decisions regarding the loans are made by the participants on either a majority or unanimous basis. As a result, BankAtlantic generally cannot significantly modify the loans without either majority or unanimous consent of the participants. BankAtlantic’s sale of loan participations has the effect of reducing its exposure on individual projects and was required in some cases, in order to comply with the regulatory “loans to one borrower” limitations. BankAtlantic has also purchased commercial real estate loan participations from other financial institutions and in such cases, BankAtlantic may not be in a position to control decisions made with respect to the loans.

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     Standby Letters of Credit and Commitments: Standby letters of credit are conditional commitments issued by BankAtlantic to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is the same as extending loans to customers. BankAtlantic may hold certificates of deposit, liens on corporate assets and liens on residential and commercial property as collateral for letters of credit. BankAtlantic issues commitments for commercial real estate and commercial business loans.
     Consumer: Consumer loans primarily consist of loans to individuals originated through BankAtlantic’s retail network. Approximately 97% of consumer loans are home equity lines of credit secured by a first or second mortgage on the primary residence of the borrower. Approximately 24% of home equity lines of credit balances are secured by a first mortgage on the property. Home equity lines of credit have prime-based interest rates and generally mature in 15 years. Other consumer loans generally have fixed interest rates with terms ranging from one to five years. The credit quality of consumer loans is adversely impacted by increases in the unemployment rate and declining real estate values. During 2008 and 2009, BankAtlantic experienced higher than historical losses in this portfolio as a result of deteriorating economic conditions. In an attempt to address this issue, BankAtlantic has adopted more stringent underwriting criteria for consumer loans which has had the effect of significantly reducing consumer loan originations.
     Middle Market commercial business: BankAtlantic lends on both a secured and unsecured basis, although the majority of its loans are secured. Middle market business loans are typically secured by the receivables, inventory, equipment, real estate, and/or general corporate assets of the borrowers. These loans generally have variable interest rates that are Prime or LIBOR based and are typically originated for terms ranging from one to five years.
     Small Business: BankAtlantic originates small business loans to companies located primarily in markets within BankAtlantic’s store network. Small business loans are primarily originated on a secured basis and generally do not exceed $1.0 million for non-real estate secured loans and $2.0 million for real estate secured loans. These loans are generally originated with maturities ranging from one to three years or upon demand; however, loans collateralized by real estate could have terms of up to fifteen years. Lines of credit extended to small businesses are due upon demand. Small business loans have either fixed or variable prime-based interest rates.
     The composition of the loan portfolio was (in millions):
                                                                                 
    As of December 31,  
    2009     2008     2007     2006     2005  
    Amount     Pct     Amount     Pct     Amount     Pct     Amount     Pct     Amount     Pct  
Loans receivable:
                                                                               
 
                                                                               
Real estate loans:
                                                                               
 
                                                                               
Residential
  $ 1,550       42.35       1,930       45.34       2,156       47.66       2,151       46.81       2,030       43.92  
 
                                                                               
Consumer — home equity
    670       18.31       719       16.89       676       14.94       562       12.23       514       11.12  
Construction and development
    223       6.09       301       7.07       416       9.20       475       10.34       785       16.99  
 
                                                                               
Commercial
    897       24.51       930       21.85       882       19.49       973       21.17       979       21.18  
 
                                                                               
Small business
    213       5.82       219       5.14       212       4.69       187       4.07       152       3.29  
 
                                                                               
Other loans:
                                                                               
 
                                                                               
Commercial business
    154       4.21       143       3.36       131       2.90       157       3.42       88       1.90  
Small business — non-mortgage
    99       2.70       108       2.54       106       2.34       98       2.13       83       1.80  
 
                                                                               
Consumer
    21       0.57       26       0.61       31       0.68       26       0.57       27       0.59  
Residential loans held for sale
    4       0.11       3       0.07       4       0.09       9       0.20       3       0.06  
     
Total
    3,831       104.67       4,379       102.87       4,614       101.99       4,638       100.94       4,661       100.85  
     
Adjustments:
                                                                               
Unearned discounts (premiums)
    (3 )     -0.08       (3 )     -0.07       (4 )     -0.09       (1 )     -0.02       (2 )     -0.04  
 
                                                                               
Allowance for loan losses
    174       4.75       125       2.94       94       2.08       44       0.96       41       0.89  
     
Total loans receivable, net
  $ 3,660       100.00       4,257       100.00       4,524       100.00       4,595       100.00       4,622       100.00  
     

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     At March 31, 2008, BankAtlantic transferred $101.5 million of non-performing commercial loans to a subsidiary of the Parent Company.
     Included in BankAtlantic’s commercial and construction and development loan portfolios were the following commercial residential loans (in millions):
                         
    As of December 31,  
    2009     2008     2007  
Builder land bank loans
  $ 44       62       150  
Land acquisition and development loans
    172       210       245  
Land acquisition, development and construction loans
    11       32       108  
 
                 
Total 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: BankAtlantic invests in obligations of, or securities guaranteed by the U.S. government or its agencies, such as mortgage-backed securities and real estate mortgage investment conduits (REMICs), which are accounted for as securities available for sale. BankAtlantic’s securities available for sale portfolio at December 31, 2009 reflects a decision to seek high credit quality and securities guaranteed by government sponsored enterprises in an attempt to minimize credit risk in its investment portfolio to the extent possible. The available for sale securities portfolio serves as a source of liquidity as well as a means to moderate the effects of interest rate changes. The decision to purchase and sell securities from time to time is based upon a current assessment of the economy, the interest rate environment, and capital and liquidity strategies and requirements. BankAtlantic’s investment portfolio does not include credit default swaps, commercial paper, collateralized debt obligations, structured investment vehicles, auction rate securities, trust preferred securities or equity securities in Fannie Mae or Freddie Mac.
     Tax Certificates: Tax certificates are evidences of tax obligations that are sold through auctions or bulk sales by various state and local taxing authorities. A tax obligation arises when the property owner fails to timely pay the real estate taxes on the property. Certain municipalities bulk sale their entire tax certificates for the prior year by auctioning the portfolio to the highest bidder instead of auctioning each certificate separately. Tax certificates represent a priority lien against the real property for the delinquent real estate taxes. The minimum repayment to satisfy the lien is the certificate amount plus the interest accrued through the redemption date, plus applicable penalties, fees and costs. Tax certificates have no payment schedule or stated maturity. If the certificate holder does not file for the deed within established time frames, the certificate may become null and void and lose its value. BankAtlantic’s experience with this type of investment has generally been favorable because the rates earned are generally higher than many alternative investments and substantial repayments typically occur over a one-year period. During 2008, BankAtlantic discontinued acquiring tax certificates through bulk acquisitions as it experienced higher than historical losses from these types of acquisitions. During 2009 BankAtlantic purchased tax certificates primarily in Florida and expects that the majority of tax certificates it acquires in 2010 will be in Florida.

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     The composition, yields and maturities of BankAtlantic’s securities available for sale, investment securities and tax certificates were as follows (dollars in thousands):
                                         
                    Corporate                
            Mortgage-     Bond             Weighted  
    Tax     Backed     and             Average  
    Certificates     Securities     Other     Total     Yield  
     
December 31, 2009
                                       
Maturity: (1)
                                       
One year or less
  $ 79,099       2       250       79,351       5.66 %
After one through five years
    33,373       123             33,496       5.65  
After five through ten years
          31,121             31,121       4.60  
After ten years
          288,046             288,046       3.28  
     
Fair 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       4.00          
Weighted average maturity (yrs)
    1.30       20.65       0.67       15.69          
               
December 31, 2008
                                       
Fair 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, 2007
                                       
Fair 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.

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     A summary of the amortized cost and gross unrealized appreciation or depreciation of estimated fair value of tax certificates and investment securities and available for sale securities follows (in thousands):
                                 
    December 31, 2009 (1)  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Appreciation     Depreciation     Fair Value  
     
Tax certificates and investment securities:
                               
Tax certificates:
                               
Cost equals market
  $ 110,991       1,481             112,472  
Securities available for sale:
                               
Investment securities:
                               
Cost equals market
    250                   250  
Market over cost
                       
Cost over market
                       
Mortgage-backed securities :
                               
Cost equals market
                       
Market over cost
    285,200       11,998             297,198  
Cost over market
    22,114             20       22,094  
     
Total
  $ 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: BankAtlantic offers checking and savings accounts to individuals and business customers. These include commercial demand deposit accounts, retail demand deposit accounts, savings accounts, money market accounts, certificates of deposit, various NOW accounts and IRA and Keogh retirement accounts. BankAtlantic also obtains deposits from brokers and municipalities. BankAtlantic solicits deposits from customers in its geographic market through marketing and relationship banking activities primarily conducted through its sales force and store network. BankAtlantic has primarily solicited deposits at its branches (or stores) through its “Florida’s Most Convenient Bank” initiative. During 2008, BankAtlantic began participating in the Certificate of Deposit Account Registry Services (“CDARS”) program. This program allows BankAtlantic to offer to its customers federally insured deposits up to $50 million. BankAtlantic has elected to participate in the FDIC’s “Transaction Account Guarantee Program” whereby the FDIC through June 30, 2010 fully insures BankAtlantic’s entire portfolio of non-interest bearing deposits, and interest-bearing deposits with rates at or below fifty basis points and, subject to applicable terms, insures up to $250,000 of other deposit accounts. See note 13 to the “Notes to Consolidated Financial Statements” for more information regarding BankAtlantic’s deposit accounts.
     Federal Home Loan Bank (“FHLB”) Advances: BankAtlantic is a member of the FHLB of Atlanta and can obtain secured advances from the FHLB of Atlanta. These advances can be collateralized by a security lien against its residential loans, certain commercial loans and its securities. In addition, BankAtlantic must maintain certain levels of FHLB stock based upon outstanding advances. See note 14 to the “Notes to Consolidated Financial Statements” for more information regarding BankAtlantic’s FHLB Advances.

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     Other Short-Term Borrowings: BankAtlantic’s short-term borrowings generally consist of securities sold under agreements to repurchase, treasury tax and loan 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.
     BankAtlantic’s other borrowings have floating interest rates and consist of a mortgage-backed bond and subordinated debentures. See note 17 to the “Notes to Consolidated Financial Statements” for more information regarding BankAtlantic’s other borrowings.
Parent Company
     The Parent Company (“Parent”) operations primarily consist of financing the capital needs of BankAtlantic and its subsidiaries and management of the asset work-out subsidiary. In March 2008, the Parent Company used a portion of the proceeds obtained from the sale of Ryan Beck to Stifel to purchase from BankAtlantic $101.5 million of non-performing loans at BankAtlantic’s carrying value. These loans are held in an asset workout subsidiary wholly-owned by the Parent Company, which has entered into an agreement with BankAtlantic to service the transferred non-performing loans. The Parent also has arrangements with BFC Financial Corporation (“BFC”) for BFC to provide certain human resources, insurance management, investor relations, and other administrative services to the Parent and its subsidiaries. The largest expense of the Parent Company is interest expense on junior subordinated debentures issued in connection with trust preferred securities. The Company has the right to defer quarterly payments of interest on the junior subordinated debentures for a period not to exceed 20 consecutive quarters without default or penalty. During all four quarters during 2009 and during the first quarter of 2010, the Company notified the trustees under its junior subordinated debentures that it has elected to defer its quarterly interest payments. During the deferral period, the respective trusts will likewise suspend the declaration and payment of dividends on the trust preferred securities. Additionally, during the deferral period, the Company may not pay dividends on or repurchase its common stock. The Parent Company deferred the interest and dividend payments in order to preserve its liquidity in response to current economic conditions. In January 2010, BankAtlantic Bancorp commenced cash offers to purchase the outstanding trust preferred securities. See note 17 to the “Notes to Consolidated Financial Statements” for more information regarding the Company’s cash tender offer for its trust preferred securities.

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     The Parent Company had the following cash and investments as of December 31, 2009 (in thousands). There is no assurance that we would receive proceeds equal to the estimated fair value upon the liquidation of the equity securities.
                                 
    December 31, 2009  
            Gross     Gross        
    Carrying     Unrealized     Unrealized     Estimated  
    Value     Appreciation     Depreciation     Fair Value  
     
Cash and cash equivalents
  $ 14,002                   14,002  
Equity securities
    1,510             6       1,504  
     
Total
  $ 15,512             6       15,506  
     
     The Parent Company’s work-out subsidiary had the following loans and real estate owned as of December 31, 2009:
         
(in millions)   Amount  
Builder land bank loans
  $ 14  
Land acquisition and development loans
    10  
Land acquisition, development and construction loans
    15  
Commercial
    9  
 
     
Total commercial loans
    48  
Real estate owned
    11  
 
     
Total loans and real estate owned
  $ 59  
 
     
Employees
     Management believes that its relations with its employees are satisfactory. The Company currently maintains comprehensive employee benefit programs that are considered by management to be generally competitive with programs provided by other major employers in its markets.
     The number of employees at the indicated dates was:
                                 
    December 31, 2009     December 31, 2008  
    Full-     Part-     Full-     Part-  
    Time     time     time     time  
BankAtlantic Bancorp
    6             6        
BankAtlantic
    1,426       212       1,698       143  
 
                       
Total
    1,432       212       1,704       143  
 
                       
Competition
     The banking and financial services industry is very competitive and is in a transition period. The financial services industry is experiencing a severe downturn and there is increased competition in the marketplace. We expect continued consolidation in the financial service industry creating larger financial institutions. Our primary method of competition is emphasis on relationship banking, customer service and convenience, including our Florida’s Most Convenient Bank initiative.
     We face substantial competition for both loans and deposits. Competition for loans comes principally from other banks, savings institutions and other lenders. This competition could decrease the number and size of loans that we make and the interest rates and fees that we receive on these loans.

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     We compete for deposits with banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds and mutual funds, many of which are uninsured. These competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to attract new deposits. Increased competition for deposits could increase our cost of funds, reduce our net interest margin and adversely affect our results of operations.
Regulation and Supervision
Holding Company
     We are a unitary savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended, or HOLA. As such, we are registered with the Office of Thrift Supervision, or OTS, and are subject to OTS regulations, examinations, supervision and reporting requirements. In addition, the OTS has enforcement authority over us. Among other things, this authority permits the OTS to restrict or prohibit activities that are determined to be a serious risk to the financial safety, soundness or stability of a subsidiary savings bank.
     HOLA prohibits a savings bank holding company, directly or indirectly, or through one or more subsidiaries, from:
    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.
     In evaluating an application by a holding company to acquire a savings institution, the OTS must consider the financial and managerial resources and future prospects of the company and savings institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community and competitive factors.
     As a unitary savings and loan holding company, we generally are not restricted under existing laws as to the types of business activities in which we may engage, provided that BankAtlantic continues to satisfy the Qualified Thrift Lender, or QTL, test. See “Regulation of Federal Savings Banks — QTL Test” for a discussion of the QTL requirements. If we were to make a non-supervisory acquisition of another savings institution or of a savings institution that meets the QTL test and is deemed to be a savings institution by the OTS and that will be held as a separate subsidiary, then we would become a multiple savings and loan holding company within the meaning of HOLA and would be subject to limitations on the types of business activities in which we can engage. HOLA limits the activities of a multiple savings institution holding company and its non-insured institution subsidiaries primarily to activities permissible for bank holding companies under Section 4(c) of the Bank Holding Company Act, subject to the prior approval of the OTS, and to other activities authorized by OTS regulation.
     Transactions between BankAtlantic, including any of BankAtlantic’s subsidiaries, and us or any of BankAtlantic’s affiliates, are subject to various conditions and limitations. See “Regulation of Federal Savings Banks — Transactions with Related Parties.” BankAtlantic must seek approval from the OTS prior to any declaration of the payment of any dividends or other capital distributions to us. See “Regulation of Federal Savings Banks — Limitation on Capital Distributions.”

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BankAtlantic
     BankAtlantic is a federal savings association and is subject to extensive regulation, examination, and supervision by the OTS, as its chartering agency and primary regulator, and the FDIC, as its deposit insurer. BankAtlantic’s deposit accounts are insured up to applicable limits by the Deposit Insurance Fund, which is administered by the FDIC. BankAtlantic must file reports with the OTS and the FDIC concerning its activities and financial condition. Additionally, BankAtlantic must obtain regulatory approvals prior to entering into certain transactions, such as mergers with, or acquisitions of, other depository institutions, and must submit applications or notices prior to forming certain types of subsidiaries or engaging in certain activities through its subsidiaries. The OTS and the FDIC conduct periodic examinations to assess BankAtlantic’s safety and soundness and compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which a savings bank can engage and is intended primarily for the protection of the insurance fund and depositors. The OTS and the FDIC have significant discretion in connection with their supervisory and enforcement activities and examination policies. Any change in such applicable activities or policies, whether by the OTS, the FDIC or the Congress, could have a material adverse impact on us, BankAtlantic, and our operations.
     The following discussion is intended to be a summary of the material banking statutes and regulations applicable to BankAtlantic, and it does not purport to be a comprehensive description of such statutes and regulations, nor does it include every federal and state statute and regulation applicable to BankAtlantic.
Regulation of Federal Savings Banks
     Business Activities. BankAtlantic derives its lending and investment powers from HOLA and the regulations of the OTS thereunder. Under these laws and regulations, BankAtlantic may invest in:
    mortgage loans secured by residential and commercial real estate;
    commercial and consumer loans;
    certain types of debt securities; and
    certain other assets.
     BankAtlantic may also establish service corporations to engage in activities not otherwise permissible for BankAtlantic, including certain real estate equity investments and securities and insurance brokerage. These investment powers are subject to limitations, including, among others, limitations that require debt securities acquired by BankAtlantic to meet certain rating criteria and that limit BankAtlantic’s aggregate investment in various types of loans to certain percentages of capital and/or assets.
     Loans to One Borrower. Under HOLA, savings banks are generally subject to the same limits on loans to one borrower as are imposed on national banks. Generally, under these limits, the total amount of loans and extensions of credit made by a savings bank to one borrower or related group of borrowers outstanding at one time and not fully secured by collateral may not exceed 15% of the savings bank’s unimpaired capital and unimpaired surplus. In addition to, and separate from, the 15% limitation, the total amount of loans and extensions of credit made by a savings bank to one borrower or related group of borrowers outstanding at one time and fully secured by readily-marketable collateral may not exceed 10% of the savings bank’s unimpaired capital and unimpaired surplus. Readily-marketable collateral includes certain debt and equity securities and bullion, but generally does not include real estate. At December 31, 2009, BankAtlantic’s limit on loans to one borrower was approximately $76.6 million. At December 31, 2009, BankAtlantic’s largest aggregate amount of loans to one borrower was approximately $37.8 million and the second largest borrower had an aggregate balance of approximately $36.9 million.
     QTL Test. HOLA requires a savings bank to meet a QTL test by maintaining at least 65% of its “portfolio assets” in certain “qualified thrift investments” on a monthly average basis in at least nine months out of every twelve months. A savings bank that fails the QTL test must either operate under certain restrictions on its activities or convert to a bank charter. At December 31, 2009, BankAtlantic maintained approximately 74% of its portfolio assets in qualified thrift investments. BankAtlantic had also

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satisfied the QTL test in each of the nine months prior to December 2009 and, therefore, was a QTL.
     Capital Requirements. The OTS regulations require savings banks to meet three minimum capital standards:
    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.
     In determining the amount of risk-weighted assets for purposes of the risk-based capital requirement, a savings bank must compute its risk-based assets by multiplying its assets and certain off-balance sheet items by risk-weights assigned by the OTS capital regulations. The OTS monitors the risk management of individual institutions. The OTS may impose an individual minimum capital requirement on institutions that it believes exhibit a higher degree of risk.
     At December 31, 2009, BankAtlantic exceeded all applicable regulatory capital requirements. See note 21 to the “Notes to the Consolidated Financial Statements” for actual capital amounts and ratios.
     There currently are no regulatory capital requirements directly applicable to us as a unitary savings and loan holding company apart from the regulatory capital requirements for savings banks that are applicable to BankAtlantic; however, changes in regulations could result in additional requirements being imposed on us.
     Limitation on Capital Distributions. The OTS regulations impose limitations upon certain capital distributions by savings banks, such as certain cash dividends, payments to repurchase or otherwise acquire its shares, payments to shareholders of another institution in a cash-out merger and other distributions charged against capital.
     The OTS regulates all capital distributions by BankAtlantic directly or indirectly to us, including dividend payments. BankAtlantic currently must file an application to receive the approval of the OTS for a proposed capital distribution, as the total amount of all of BankAtlantic’s capital distributions (including any proposed capital distribution) for the applicable calendar year exceeds BankAtlantic’s net income for that year-to-date period plus BankAtlantic’s retained net income for the preceding two years.
     BankAtlantic may not pay dividends to BankAtlantic Bancorp if, after paying those dividends, it would fail to meet the required minimum levels under risk-based capital guidelines and the minimum leverage and tangible capital ratio requirements, or in the event the OTS notified BankAtlantic that it was in need of more than normal supervision. Under the Federal Deposit Insurance Act, or FDIA, an insured depository institution such as BankAtlantic is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become “undercapitalized.” Payment of dividends by BankAtlantic also may be restricted at any time at the discretion of the appropriate regulator if it deems the payment to constitute an unsafe and unsound banking practice.
     Liquidity. BankAtlantic is required to maintain sufficient liquidity to ensure its safe and sound operation, in accordance with OTS regulations.
     Assessments. The OTS charges assessments to recover the costs of examining savings banks and

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their affiliates, processing applications and other filings, and covering direct and indirect expenses in regulating savings banks and their affiliates. These assessments are based on three components:
    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.
     These assessments are paid semi-annually. BankAtlantic’s assessment expense during the year ended December 31, 2009 was approximately $1.2 million.
     Branching. Subject to certain limitations, HOLA and the OTS regulations permit federally chartered savings banks to establish branches in any state or territory of the United States.
     Community Reinvestment. Under the Community Reinvestment Act, or CRA, a savings institution has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA requires the OTS to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by the institution. This assessment focuses on three tests:
    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.
     The OTS assigns institutions a rating of “outstanding,” “satisfactory,” “needs to improve,” or “substantial non-compliance.” The CRA requires all institutions to disclose their CRA ratings to the public. BankAtlantic received a “satisfactory” rating in its most recent CRA evaluation. Regulations also require all institutions to disclose certain agreements that are in fulfillment of the CRA. BankAtlantic has no such agreements in place at this time.
     Transactions with Related Parties. BankAtlantic’s authority to engage in transactions with its “affiliates” is limited by Sections 23A and 23B of the Federal Reserve Act, or FRA, by Regulation W of the Federal Reserve Board, or FRB, implementing Sections 23A and 23B of the FRA, and by OTS regulations. The applicable OTS regulations for savings banks regarding transactions with affiliates generally conform to the requirements of Regulation W, which is applicable to national banks. In general, an affiliate of a savings bank is any company that controls, is controlled by, or is under common control with, the savings bank, other than the savings bank’s subsidiaries. For instance, we are deemed an affiliate of BankAtlantic under these regulations.
     Generally, Section 23A limits the extent to which a savings bank may engage in “covered transactions” with any one affiliate to an amount equal to 10% of the savings bank’s capital stock and surplus, and contains an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of the savings bank’s capital stock and surplus. A covered transaction generally includes:
    making or renewing a loan or other extension of credit to an affiliate;
    purchasing, or investing in, a security issued by an affiliate;

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    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.
     Section 23A also establishes specific collateral requirements for loans or extensions of credit to, or guarantees, or acceptances of letters of credit issued on behalf of, an affiliate. Section 23B requires covered transactions and certain other transactions to be on terms and under circumstances, including credit standards, that are substantially the same, or at least as favorable to the savings bank, as those prevailing at the time for transactions with or involving non-affiliates. Additionally, under the OTS regulations, a savings bank is prohibited from:
    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.
     Sections 22(g) and 22(h) of the FRA, Regulation O of the FRB, Section 402 of the Sarbanes-Oxley Act of 2002, and OTS regulations impose limitations on loans and extensions of credit from BankAtlantic and us to its and our executive officers, directors, controlling shareholders and their related interests. The applicable OTS regulations for savings banks regarding loans by a savings bank to its executive officers, directors and principal shareholders generally conform to the requirements of Regulation O, which is applicable to national banks.
     Enforcement. Under the FDIA, the OTS has primary enforcement responsibility over savings banks and has the authority to bring enforcement action against all “institution-affiliated parties,” including any controlling stockholder or any shareholder, attorney, appraiser and accountant who knowingly or recklessly participates in any violation of applicable law or regulation, breach of fiduciary duty, or certain other wrongful actions that have, or are likely to have, a significant adverse effect on an insured savings bank or cause it more than minimal loss. In addition, the FDIC has back-up authority to take enforcement action for unsafe and unsound practices. Formal enforcement action can include the issuance of a capital directive, cease and desist order, removal of officers and/or directors, institution of proceedings for receivership or conservatorship and termination of deposit insurance.
     Examination. A savings institution must demonstrate to the OTS its ability to manage its compliance responsibilities by establishing an effective and comprehensive oversight and monitoring program. The degree of compliance oversight and monitoring by the institution’s management impacts the scope and intensity of the OTS’ examinations of the institution. Institutions with significant management oversight and monitoring of compliance will generally receive less extensive OTS examinations than institutions with less oversight.
     Standards for Safety and Soundness. Pursuant to the requirements of the FDIA, the OTS, together with the other federal bank regulatory agencies, has adopted the Interagency Guidelines Establishing Standards for Safety and Soundness, or the Guidelines. The Guidelines establish general safety and soundness standards relating to internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. In general, the Guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the Guidelines. If the OTS determines that a savings bank fails to meet any standard established by the Guidelines, then the OTS may require the savings bank to submit to the OTS an acceptable plan to achieve compliance. If a savings bank fails to comply, the OTS may seek an enforcement order in judicial proceedings and impose civil monetary penalties.
     Shared National Credit Program. The Shared National Credit Program is an interagency program, established in 1977, to provide a periodic credit risk assessment of the largest and most complex syndicated loans held or agented by financial institutions subject to supervision by a federal bank regulatory agency. The Shared National Credit Program is administered by the FRB, FDIC, OTS and the Office of the

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Comptroller of the Currency. The Shared National Credit Program covers any loan or loan commitment of at least $20 million (i) which is shared under a formal lending agreement by three or more unaffiliated financial institutions or (ii) a portion of which is sold to two or more unaffiliated financial institutions with the purchasing financial institutions assuming their pro rata share of the credit risk. The Shared National Credit Program is designed to provide uniformity and efficiency in the federal banking agencies’ analysis and rating of the largest and most complex credit facilities in the country by avoiding duplicate credit reviews and ensuring consistency in rating determinations. The federal banking agencies use a combination of statistical and judgmental sampling techniques to select borrowers for review each year. The selected borrowers are reviewed and the credit quality rating assigned by the applicable federal banking agency’s examination team will be reported to each financial institution that participates in the loan as of the examination date. The assigned ratings are used during examinations of the other financial institutions to avoid duplicate reviews and ensure consistent treatment of these loans. BankAtlantic has entered into participations with respect to certain of its loans and has acquired participations in the loans of other financial institutions which are subject to this program and accordingly these loans may be subject to this additional review.
     Real Estate Lending Standards. The OTS and the other federal banking agencies adopted regulations to prescribe standards for extensions of credit that are secured by liens on or interests in real estate or are made for the purpose of financing the construction of improvements on real estate. The OTS regulations require each savings bank to establish and maintain written internal real estate lending standards that are consistent with OTS guidelines and with safe and sound banking practices and which are appropriate to the size of the savings bank and the nature and scope of its real estate lending activities.
     Prompt Corrective Regulatory Action. Under the OTS Prompt Corrective Action Regulations, the OTS is required to take certain, and is authorized to take other, supervisory actions against undercapitalized savings banks, such as requiring compliance with a capital restoration plan, restricting asset growth, acquisitions, branching and new lines of business and, in extreme cases, appointment of a receiver or conservator. The severity of the action required or authorized to be taken increases as a savings bank’s capital deteriorates. Savings banks are classified into five categories of capitalization as “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” Generally, a savings bank is categorized as “well capitalized” if:
    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.
     The OTS categorized BankAtlantic as “well capitalized” following its last examination and BankAtlantic remained categorized “well capitalized” as of December 31, 2009. However, there is no assurance that it will continue to be deemed “well capitalized” even if current capital ratios are maintained where asset quality continues to deteriorate.
     Insurance of Deposit Accounts. Savings banks are subject to a risk-based assessment system for determining the deposit insurance assessments to be paid by them.
     Until December 31, 2006, the FDIC had assigned each savings institution to one of three capital categories based on the savings institution’s financial information as of its most recent quarterly financial report filed with the applicable bank regulatory agency prior to the assessment period. The FDIC had also assigned each savings institution to one of three supervisory subcategories within each capital category based upon a supervisory evaluation provided to the FDIC by the savings institution’s primary federal regulator and information that the FDIC determined to be relevant to the savings institution’s financial condition and the risk posed to the previously existing deposit insurance funds. A savings institution’s deposit insurance assessment rate depended on the capital category and supervisory subcategory to which it was assigned. Insurance assessment rates ranged from 0.00% of deposits for a savings institution in the

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highest category (i.e., well capitalized and financially sound, with no more than a few minor weaknesses) to 0.27% of deposits for a savings institution in the lowest category (i.e., undercapitalized and substantial supervisory concern).
     On January 1, 2007, the Federal Deposit Insurance Reform Act of 2005, or the Reform Act, became effective. The Reform Act, among other things, merged the Bank Insurance Fund and the Savings Association Insurance Fund, both of which were administered by the FDIC, into a new fund administered by the FDIC known as the Deposit Insurance Fund, or DIF, and increased the coverage limit for certain retirement plan deposits to $250,000, but maintained the basic insurance coverage limit of $100,000 for other depositors. On October 3, 2008, the Emergency Economic Stabilization Act of 2008, or the Stabilization Act, temporarily raised the basic insurance coverage limit to $250,000. This temporary increase in the basic insurance coverage limit will expire on December 31, 2013 and the basic insurance coverage limit will return to $100,000 on January 1, 2014.
     As a result of the Reform Act, the FDIC now assigns each savings institution to one of four risk categories based upon the savings institution’s capital evaluation and supervisory evaluation. The capital evaluation is based upon financial information as of the savings institution’s most recent quarterly financial report filed with the applicable bank regulatory agency at the end of each quarterly assessment period. The supervisory evaluation is based upon the results of examination findings by the savings institution’s primary federal regulator and information that the FDIC has determined to be relevant to the savings institution’s financial condition and the risk posed to the DIF. A savings institution’s deposit insurance base assessment rate depends on the risk category to which it is assigned. In April 2009, the FDIC implemented regulations to improve the way its insurance base assessment rates differentiate risk among insured institutions and make the risk-based system fairer by limiting the subsidization of riskier institutions by safer institutions. For the quarter which began January 1, 2010, insurance base assessment rates range from 12 cents per $100 (but could be as low as 7 cents per $100, after computing applicable adjustments) in assessable deposits for a savings institution in the least risk category (i.e., well capitalized and financially sound with only a few minor weaknesses) to 45 cents per $100 (but could be as high as 77.5 cents per $100, after computing applicable adjustments) in assessable deposits for a savings institution in the most risk category (i.e., undercapitalized and poses a substantial probability of loss to the DIF unless effective corrective action is taken). BankAtlantic’s FDIC deposit insurance premium increased from $2.8 million for the year ended December 31, 2008 to $8.6 million for the same 2009 period.
     The FDIC is authorized to raise the assessment rates in certain circumstances, which would affect savings institutions in all risk categories. The FDIC is also authorized to impose special assessments. The FDIC has exercised its authority to raise assessment rates and impose special assessments several times in the past, including during 2009, and could raise rates and impose special assessments in the future. Increases in deposit insurance premiums and the imposition of special assessments would have an adverse effect on our earnings. BankAtlantic paid a $2.4 million FDIC special assessment for the year ended December 31, 2009.
     Privacy and Security Protection. BankAtlantic is subject to the OTS regulations implementing the privacy and security protection provisions of the Gramm-Leach-Bliley Act, or GLBA. These regulations require a savings bank to disclose to its customers and consumers its policy and practices with respect to the privacy, and sharing with nonaffiliated third parties, of its customers and consumers’ “nonpublic personal information.” Additionally, in certain instances, BankAtlantic is required to provide its customers and consumers with the ability to “opt-out” of having BankAtlantic share their nonpublic personal information with nonaffiliated third parties. These regulations also require savings banks to maintain policies and procedures to safeguard their customers and consumers’ nonpublic personal information. BankAtlantic has policies and procedures designed to comply with GLBA and applicable privacy and security regulations.
     Insurance Activities. BankAtlantic is generally permitted to engage in certain insurance activities through its subsidiaries. The OTS regulations implemented pursuant to GLBA prohibit, among other things, depository institutions from conditioning the extension of credit to individuals upon either the purchase of an insurance product or annuity or an agreement by the consumer not to purchase an insurance

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product or annuity from an entity that is not affiliated with the depository institution. The regulations also require prior disclosure of this prohibition to potential insurance product or annuity customers.
     Federal Home Loan Bank System. BankAtlantic is a member of the Federal Home Loan Bank, or FHLB, of Atlanta, which is one of the twelve regional FHLB’s composing the FHLB system. Each FHLB provides a central credit facility primarily for its member institutions as well as other entities involved in home mortgage lending. Any advances from a FHLB must be secured by specified types of collateral, and all long-term advances may be obtained only for the purpose of providing funds for residential housing finance. As a member of the FHLB of Atlanta, BankAtlantic is required to acquire and hold shares of capital stock in the FHLB of Atlanta. BankAtlantic was in compliance with this requirement with an investment in FHLB of Atlanta stock at December 31, 2009 of approximately $48.8 million. During the year ended December 31, 2009, the FHLB of Atlanta paid dividends of approximately $0.2 million on the capital stock held by BankAtlantic. The FHLB did not pay a dividend during the first six months of 2009 and in February 2009 suspended excess stock redemptions.
     Federal Reserve System. BankAtlantic is subject to provisions of the FRA and the FRB’s regulations, pursuant to which depository institutions may be required to maintain non-interest-earning reserves against their deposit accounts and certain other liabilities. Currently, federal savings banks must maintain reserves against transaction accounts (primarily NOW and regular interest and non-interest bearing checking accounts). The FRB regulations establish the specific rates of reserves that must be maintained, which are subject to adjustment by the FRB. BankAtlantic is currently in compliance with those reserve requirements. The required reserves must be maintained in the form of vault cash, a non-interest-bearing account at a Federal Reserve Bank, or a pass-through account as defined by the FRB. The FRB pays targeted federal funds rates on the required reserves which are lower than the yield on our traditional investments.
     Anti-Terrorism and Anti-Money Laundering Regulations. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, provides the federal government with additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act, or BSA, the USA PATRIOT Act puts in place measures intended to encourage information sharing among bank regulatory and law enforcement agencies. In addition, certain provisions of the USA PATRIOT Act impose affirmative obligations on a broad range of financial institutions, including savings banks.
     Among other requirements, the USA PATRIOT Act and the related OTS regulations require savings banks to establish anti-money laundering programs that include, at a minimum:
    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.
     Additionally, the USA PATRIOT Act requires each financial institution to develop a customer identification program, or CIP, as part of its anti-money laundering program. The key components of the CIP are identification, verification, government list comparison, notice and record retention. The purpose of the CIP is to enable the financial institution to determine the true identity and anticipated account activity of each customer. To make this determination, among other things, the financial institution must collect certain information from customers at the time they enter into the customer relationship with the

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financial institution. This information must be verified within a reasonable time through documentary and non-documentary methods. Furthermore, all customers must be screened against any CIP-related government lists of known or suspected terrorists.
     The USA Patriot Act established the Office of Foreign Assets Control (“OFAC”), which is a division of the Treasury Department, and is responsible for helping to ensure that United States entities do not engage in transactions with “enemies” of the United States, as defined by various Executive Orders and Acts of Congress. OFAC has sent banking regulatory agencies lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts. If BankAtlantic identifies a name on any transaction, account or wire transfer that is on an OFAC list, it must freeze or reject such account or transaction, evaluate the need to file a suspicious activity report and notify the Financial Crimes Enforcement Network (“FinCEN”).
     Consumer Protection. BankAtlantic is subject to federal and state consumer protection statutes and regulations, including the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Truth in Lending Act, the Truth in Savings Act, the Real Estate Settlement Procedures Act and the Home Mortgage Disclosure Act. Among other things, these acts:
    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.
     BankAtlantic Bancorp has incurred losses of $22.2 million, $202.6 million and $185.8 million during the years ended December 31, 2007, December 31, 2008 and December 31, 2009, respectively. As part of its efforts to maintain regulatory capital ratios, BankAtlantic has reduced its assets and repaid borrowings. However, the reduction of earning asset balances has resulted in reduced income while at the same time BankAtlantic has experienced significant credit losses.
     BankAtlantic Bancorp contributed $65 million and $105 million to the capital of BankAtlantic during the years ended December 31, 2008 and December 31, 2009, respectively. At December 31, 2009, BankAtlantic Bancorp had $14 million of liquid assets. While a wholly-owned work-out subsidiary of BankAtlantic Bancorp also holds a portfolio of approximately $31.3 million of nonperforming loans, net of reserves, $3.1 million of performing loans and $10.5 million of real estate owned which it could seek to liquidate, BankAtlantic Bancorp’s sources of funds to continue to support BankAtlantic are limited.
     If BankAtlantic Bancorp and BankAtlantic continue to experience losses and BankAtlantic’s capital ratios decline, we may become subject to regulatory actions with respect to BankAtlantic, including the requirement to raise capital, and there is no assurance that at that time BankAtlantic Bancorp would

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have sufficient funds in order to provide BankAtlantic capital, or that BankAtlantic Bancorp or BankAtlantic would have access to capital or that capital would be available without significant cost or without resulting in significant dilution to the Company’s shareholders.
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.
     In light of the current challenging economic environment and the desire for the Company to be in a position to provide capital to BankAtlantic, the Company has and will continue to evaluate the advisability of raising additional funds through the issuance of securities. Any such financing could be obtained through additional public offerings, private offerings, in privately negotiated transactions or otherwise. We could also pursue these financings at the Company level or directly at BankAtlantic or both. Issuances of equity directly at BankAtlantic would dilute the Company’s interest in BankAtlantic. During February 2010, we filed a shelf registration statement with the SEC pursuant to which we may issue up to $75 million of our Class A common stock and/or other securities in the future. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. As a result, our shareholders bear the risk of future offerings at the Company level reducing the price of our Class A common stock and future offerings directly at BankAtlantic diluting the Company’s interest in BankAtlantic.
     BankAtlantic’s capital levels at December 31, 2009 exceeded “well capitalized” regulatory capital levels. BankAtlantic Bancorp during the years ended December 31, 2009 and 2008 contributed $105 million and $65 million, respectively, of capital to BankAtlantic and at December 31, 2009 BankAtlantic Bancorp had $14 million of liquid assets. BankAtlantic Bancorp’s ability to contribute additional capital to BankAtlantic will depend on its ability to raise capital in the secondary markets and on its ability to liquidate its portfolio of non-performing loans. The OTS has the right to impose additional capital requirements on banks at its discretion and could impose additional capital requirements on BankAtlantic. Our ability to raise additional capital will depend on, among other things, conditions in the financial markets at the time, which are outside of our control, and our financial condition, results of operations and prospects. The ongoing liquidity crisis and the loss of confidence in financial institutions may make it more difficult or more costly to obtain financing. There is no assurance that such capital will be available to us on acceptable terms or at all. The terms and pricing of any future transaction by the Company or BankAtlantic could result in additional substantial dilution to our existing shareholders and could adversely impact the price of our Class A common stock. If BankAtlantic sustains additional operating losses or if the OTS imposes more stringent capital requirements, there is no assurance that the Company will be able to provide additional capital, if needed, in order for BankAtlantic to meet its capital requirements in future periods.
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.
     BankAtlantic Bancorp began deferring interest on all of its $294 million of junior subordinated debentures as of March 2009 which resulted in the deferral and accrual of $14.1 million of regularly scheduled quarterly interest payments that would otherwise have been paid during the year ended December 31, 2009. The terms of the junior subordinated debentures allow BankAtlantic Bancorp to defer interest payments for up to 20 consecutive quarterly periods, and BankAtlantic Bancorp anticipates that it will continue to defer such interest for the foreseeable future. During the deferral period, interest continues to accrue on the junior subordinated debentures, as well as on the deferred interest, at the relevant stated coupon rate, and at the end of the deferral period BankAtlantic Bancorp will be required to pay all interest accrued during the deferral period. In the event that the Company elects to defer interest on its junior subordinated debentures for the full 20 consecutive quarterly periods permitted under the terms of the junior subordinated debentures, BankAtlantic Bancorp would owe approximately $72 million of accrued

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interest as of December 31, 2013 (based on average interest rates applicable at December 31, 2009, which were at historically low interest rate levels). As most of the outstanding junior subordinated debentures bear interest at rates that are indexed to LIBOR, if LIBOR rates increase, the interest that would accrue during the deferral period would be significantly higher and likewise increase the amount BankAtlantic Bancorp would owe at the conclusion of the deferral period.
BankAtlantic Bancorp’s cash offers to purchase $230 million of trust preferred securities issued by statutory business trusts formed by BankAtlantic Bancorp may not be consummated.
     During January 2010, BankAtlantic Bancorp commenced cash offers to purchase all outstanding trust preferred securities having an aggregate principal amount of approximately $285 million at a purchase price of $200 per $1,000 liquidation amount, or an aggregate of $57 million. During February 2010, the cash offer with respect to the approximate $55 million of publicly traded trust preferred securities expired without any such trust preferred securities being repurchased, while the expiration date for the offers relating to the remaining $230 million of trust preferred securities was extended until March 22, 2010. The Company’s ability to complete the offers to purchase $230 million of the Company’s trust preferred securities is contingent upon the completion of a financing transaction sufficient to pay the purchase price, and the receipt of tenders and consents from Holders of the requisite amount of the relevant series of trusts preferred securities. The structure of the ownership of the trust preferred securities (the majority of which are held in pools with the securities of other issuers as collateral for collateralized debt obligations) has made it very difficult to communicate with the beneficial owners or negotiate the repurchase or modification of the terms of the outstanding securities. Accordingly, there is no assurance that BankAtlantic Bancorp will be able to repurchase or redeem any or a significant portion of the trust preferred securities. Further, as noted above, BankAtlantic Bancorp has deferred making interest payments on the trust preferred securities and BankAtlantic Bancorp financial condition would be adversely affected if interest payments on the trust preferred securities were deferred for a prolonged period of time. While BankAtlantic Bancorp anticipates that it will continue to defer interest payments for the foreseeable future, in the event that BankAtlantic Bancorp completes offers to purchase for less than all of its series of trust preferred securities, BankAtlantic Bancorp expects that it may cease the deferral of interest on the series of trust preferred securities which will not be repurchased prior to completing the repurchase of the other series and immediately thereafter once again commence the deferral of interest with respect to all remaining series of trust preferred securities not repurchased. Any issuance of our Class A common stock to raise funds to finance the purchase of any or all of the trust preferred securities subject to these offers could be extremely dilutive to existing shareholders.
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.
     Generally, a financial institution is permitted to make capital distribution without prior OTS approval in an amount equal to its net income for the current calendar year to date, plus retained net income for the previous two years, provided that the financial institution would not become under-capitalized as a result of the distribution. At December 31, 2009, BankAtlantic had a retained net deficit and therefore is required to obtain approval from the OTS in order to make capital distributions to BankAtlantic Bancorp. BankAtlantic does not intend to seek to make any capital distribution for the foreseeable future.
     For a further discussion refer to “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Liquidity and Capital Resources.”
The decline in the Florida real estate market has adversely affected, and may continue to adversely affect, our earnings and financial condition.
     The continued deterioration of economic conditions in the Florida residential real estate market, including the continued decline in median home prices year-over-year in all major metropolitan areas in Florida, and the downturn in the Florida commercial real estate market, resulted in a substantial increase in BankAtlantic’s non-performing assets and provision for loan losses over the past three years. The housing industry is in the midst of a substantial and prolonged downturn reflecting, in part, decreased availability of

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mortgage financing for residential home buyers, reduced demand for new construction resulting in a significant over-supply of housing inventory and increased foreclosure rates. Additionally, the deteriorating condition of the Florida economy and these adverse market conditions have negatively impacted the commercial non-residential real estate market. BankAtlantic’s earnings and financial condition were adversely impacted over the past three years as the majority of its loans are secured by real estate in Florida. We expect that our earnings and financial condition will continue to be unfavorably impacted if market conditions do not improve or deteriorate further in Florida. At December 31, 2009, BankAtlantic’s loan portfolio included $263 million of non-accrual loans concentrated in Florida.
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.
     Conditions in the United States real estate market have deteriorated significantly beginning in 2007, particularly in Florida, BankAtlantic’s primary lending area. BankAtlantic’s loan portfolio is concentrated in commercial real estate loans (most of which are located in Florida and many of which involve residential land development), residential mortgages (nationwide), and consumer home-equity loans (throughout BankAtlantic’s markets in Florida). BankAtlantic has a heightened exposure to credit losses that may arise from this concentration as a result of the significant downturn in the Florida real estate markets. At December 31, 2009, BankAtlantic’s loan portfolio included $2.5 billion of loans concentrated in Florida, which represented approximately 62% of its loan portfolio.
     We believe that BankAtlantic’s commercial residential loan portfolio has significant exposure to further declines in the Florida residential real estate market. The “Builder land bank loan” category held by BankAtlantic consists of 7 loans and aggregates $43.7 million of which six loans totaling $42.6 million were on non-accrual as of December 31, 2009. The “Land acquisition and development loan” category held by BankAtlantic consists of 27 loans and aggregates $171.9 million of which ten loans totaling $60.2 million were on non-accrual as of December 31, 2009. The “Land acquisition, development and construction loan” category held by BankAtlantic consists of 6 loans and aggregates $11.3 million of which one loan totaling $3.8 million was on non-accrual as of December 31, 2009.
     In addition to the loans described above, during 2008, the Company formed an asset workout subsidiary which acquired non-performing commercial residential real estate loans from BankAtlantic. The balance of these non-performing loans as of December 31, 2009 was $39.4 million with $14.1 million, $10.4 million and $14.9 million of “builder land bank loans”, “land acquisition and development loans”, and “land acquisition, development and construction loans”, respectively.
     Market conditions have and may in the future result in our commercial real estate borrowers having difficulty selling lots or homes in their developments for an extended period, which in turn could result in an increase in residential construction loan delinquencies and non-accrual balances. Additionally, if the current depressed economic environment continues or deteriorates further, collateral values may decline further which likely would result in increased credit losses in these loans.
     Included in the commercial and construction and development real estate loans are approximately $638.4 million of commercial non-residential and commercial land loans. A borrowers ability to repay these loans is dependent upon additional leasing through the life of the loan or the borrower’s successful operation of a business. Weak economic conditions may impair a borrower’s business operations and typically slow the execution of new leases. Such economic conditions may also lead to existing lease turnover. As a result of these factors, vacancy rates for retail, office and industrial space are expected to continue to rise in 2010. Increased vacancies could result in rents falling further over the next several quarters. The combination of these factors could result in further deterioration in real estate market conditions and BankAtlantic may recognize higher credit losses on these loans, which would adversely affect our results of operations and financial condition.
     BankAtlantic’s commercial real estate loan portfolio includes 16 large lending relationships totaling $429.0 million, including relationships with unaffiliated borrowers involving lending commitments in each case in excess of $20 million. Defaults by any of these borrowers could have a material adverse

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effect on BankAtlantic’s results.
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.
     The decline in residential real estate prices and higher unemployment throughout Florida has resulted in an increase in mortgage delinquencies and higher foreclosure rates. Additionally, in response to the turmoil in the credit markets, financial institutions have tightened underwriting standards which has limited borrowers’ ability to refinance. These conditions have adversely impacted delinquencies and credit loss trends in BankAtlantic’s home equity loan portfolio and it does not currently appear that these conditions will improve in the near term. Approximately 76% of the loans in BankAtlantic’s home equity portfolio are residential second mortgages and BankAtlantic experienced higher delinquencies and credit losses in this portfolio during 2009. If current economic conditions do not improve and home prices continue to fall, BankAtlantic may continue to experience higher credit losses from this loan portfolio. Since the collateral for this portfolio consists primarily of second mortgages, it is unlikely that BankAtlantic will be successful in recovering all or any portion of its loan proceeds in the event of a default unless BankAtlantic is prepared to repay the first mortgage and such repayment and the costs associated with a foreclosure are justified by the value of the property.
An increase in BankAtlantic’s allowance for loan losses will result in reduced earnings.
     As a lender, BankAtlantic is exposed to the risk that its customers will be unable to repay their loans according to their terms and that any collateral securing the payment of their loans will not be sufficient to assure full repayment. BankAtlantic’s management evaluates the collectability of BankAtlantic’s loan portfolio and provides an allowance for loan losses that it believes is adequate based upon such factors as:
    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.
     Many of these factors are difficult to predict or estimate accurately, particularly in a changing economic environment. The process of determining the estimated losses inherent in BankAtlantic’s loan portfolio requires subjective and complex judgments and the level of uncertainty concerning economic conditions may adversely affect BankAtlantic’s ability to estimate the losses which may be incurred in its loan portfolio. If BankAtlantic’s evaluation is incorrect and borrower defaults cause losses exceeding the portion of the allowance for loan losses allocated to those loans or if BankAtlantic perceives adverse trends that require it to significantly increase its allowance for loan losses in the future, our earnings could be significantly and adversely affected.
     Increases in the allowance for loan losses with respect to the loans held by our asset workout subsidiary, or losses in that portfolio which exceed the current allowance assigned to that portfolio, would similarly adversely affect us.

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Adverse events in Florida, where our business is currently concentrated, could adversely impact our results and future growth.
     BankAtlantic’s business, the location of its stores, the primary source of repayment for its small business loans and the real estate collateralizing its commercial real estate loans (and the loans held by our asset workout subsidiary) and its home equity loans are primarily concentrated in Florida. As a result, we are exposed to geographic risks as increasing unemployment, declines in the housing industry and declines in the real estate market are more severe in Florida than in the rest of the country. Adverse changes in laws and regulations in Florida would have a greater negative impact on our revenues, financial condition and business than on similar institutions in markets outside of Florida. Further, the State of Florida is subject to the risks of natural disasters such as tropical storms and hurricanes, which may disrupt our operations, adversely impact the ability of our borrowers to timely repay their loans and the value of any collateral held by us or otherwise have an adverse effect on our results of operations. The severity and impact of tropical storms, hurricanes and other weather related events are difficult to predict and may be exacerbated by global climate change.
BankAtlantic’s interest-only residential loans expose it to greater credit risks.
     Approximately $776 million of BankAtlantic’s purchased residential loan portfolio consists of interest-only loans which represent approximately 50% of the total purchased residential loan portfolio. While these loans are not considered sub-prime or negative amortizing loans, they are loans with reduced initial loan payments with the potential for significant increases in monthly loan payments in subsequent periods, even if interest rates do not rise, as required amortization of the principal commences. Monthly loan payments will also increase as interest rates increase. This presents a potential repayment risk if the borrower is unable to meet the higher debt service obligations or refinance the loan. As previously noted, current economic conditions in the residential real estate markets and the mortgage finance markets have made it more difficult for borrowers to refinance their mortgages which also increase our exposure to loss.
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.
     At December 31, 2009 and 2008, the Company’s consolidated nonperforming loans totaled $331.0 million and $287.4 million, or 8.96% and 6.65% of our loan portfolio, respectively. At December 31, 2009 and 2008, the Company’s consolidated nonperforming assets (which include nonperforming loans and foreclosed real estate) were $379.7 million and $307.9 million, or 7.88% and 5.30% of our total assets, respectively. In addition, the Company had, on a consolidated basis, approximately $72.9 million and $95.3 million in accruing loans that were 30-89 days delinquent at December 31, 2009 and 2008, respectively. Our nonperforming assets adversely affect our net income in various ways. Until economic and real estate market conditions improve, particularly in Florida but also nationally, we expect to continue to incur additional losses relating to an increase in nonperforming loans and nonperforming assets. We do not record interest income on nonperforming loans or real estate owned. When we receive the collateral in foreclosures or similar proceedings, we are required to mark the related collateral to the then fair market value, generally based on appraisals of the property obtained by us, which often results in an additional loss. These loans and real estate owned also increase our risk profile, and increases in the level of nonperforming loans and nonperforming assets could impact our regulators’ view of appropriate capital levels in light of such risks. While we seek to manage our problem assets through loan sales, workouts, restructurings and other alternatives, decreases in the value of these assets, or the underlying collateral, or in these borrowers’ performance or financial conditions, which is often impacted by economic and market conditions beyond our control, could adversely affect our business, results of operations and financial condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management, which can be detrimental to the performance of their other responsibilities.
Changes in interest rates could adversely affect our net interest income and profitability.
     The majority of BankAtlantic’s assets and liabilities are monetary in nature. As a result, the earnings and growth of BankAtlantic are significantly affected by interest rates, which are subject to the

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influence of economic conditions generally, both domestic and foreign, events in the capital markets and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve Board. The nature and timing of any changes in such policies or general economic conditions and their effect on BankAtlantic cannot be controlled and are extremely difficult to predict. Changes in interest rates can impact BankAtlantic’s net interest income as well as the valuation of its assets and liabilities.
     Banking is an industry that depends to a large extent on its net interest income. Net interest income is the difference between:
    interest income on interest-earning assets, such as loans; and
 
    interest expense on interest-bearing liabilities, such as deposits.
     Changes in interest rates can have differing effects on BankAtlantic’s net interest income. In particular, changes in market interest rates, changes in the relationships between short-term and long-term market interest rates, or the yield curve, or changes in the relationships between different interest rate indices can affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income and therefore reduce BankAtlantic’s net interest income. While BankAtlantic has attempted to structure its asset and liability management strategies to mitigate the impact on net interest income of changes in market interest rates, there is no assurance that BankAtlantic will be successful in doing so.
     Loan and mortgage-backed securities prepayment decisions are also affected by interest rates. Loan and securities prepayments generally accelerate as interest rates fall. Prepayments in a declining interest rate environment reduce BankAtlantic’s net interest income and adversely affect its earnings because:
    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.
     Significant loan prepayments in BankAtlantic’s mortgage and investment portfolios in the future could have an adverse effect on BankAtlantic’s earnings as proceeds from the repayment of loans may be reinvested in loans with lower interest rates. Additionally, increased prepayments associated with purchased residential loans may result in increased amortization of premiums on acquired loans, which would reduce BankAtlantic’s interest income.
     In a rising interest rate environment, loan and securities prepayments generally decline, resulting in yields that are less than the current market yields. In addition, the credit risks of loans with adjustable rate mortgages may worsen as interest rates rise and debt service obligations increase.
     BankAtlantic uses a computer model using standard industry software to assist it in its efforts to quantify BankAtlantic’s interest rate risk. The model measures the potential impact of gradual and abrupt changes in interest rates on BankAtlantic’s net interest income. While management would attempt to respond to the projected impact on net interest income, there is no assurance that management’s efforts will be successful.
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.
     BankAtlantic’s deposit account growth has generated a substantial amount of service charge income. The largest component of this service charge income is overdraft fees. Changes in banking regulations, in particular the Federal Reserve’s new rules prohibiting banks from automatically enrolling customers in overdraft protection programs which will become effective July 1, 2010, may have a

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significant adverse impact on our service charge income and overall results. Additionally, changes in customer behavior as well as increased competition from other financial institutions could result in declines in deposit accounts or in overdraft frequency resulting in a decline in service charge income. Further, the downturn in the Florida economy could result in the inability to collect overdraft fees. A reduction in deposit account fee income could have an adverse impact on our earnings.
The cost and outcome of pending legal proceedings may impact our results of operations.
     BankAtlantic Bancorp, BankAtlantic and their subsidiaries are currently parties in ongoing litigation and legal proceedings which have resulted in a significant increase in non-interest expense relating to legal and other professional fees. Pending proceedings include class action securities litigation and an SEC investigation, as well as litigation arising out of our banking operations including workouts and foreclosures, potential class actions by customers relating to their accounts and service and overdraft fees and legal proceedings associated with our tax certificate business and relationships with third party tax certificate ventures. While we believe that we have meritorious defenses in these proceedings and that the outcomes should not materially impact us, we anticipate continued elevated legal and related costs as parties to the actions and the ultimate outcomes of the matters are uncertain.
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.
     BankAtlantic’s operating expenses have declined from $313.9 million for the year ended December 31, 2007 to $258.8 million for the year ended December 31, 2009. BankAtlantic reorganized its operations during this period and significantly reduced operating expenses while focusing on its core businesses and seeking to maintain quality customer service. While management is focused on reducing overall expenses, there is no assurance that BankAtlantic will be successful in efforts to further reduce expenses or that the current expense reductions can be maintained in the current environment. BankAtlantic’s inability to reduce or maintain its current expense structure may have an adverse impact on our results.
Deposit insurance premium assessments may increase substantially, which would adversely affect expenses.
     BankAtlantic’s FDIC deposit insurance expense for the year ended December 31, 2009 was $11.0 million, including a $2.4 million special assessment. In September 2009, the FDIC issued a rule requiring institutions to prepay their insurance premiums for all of 2010, 2011 and 2012, and increased annual insurance rates uniformly by three basis points in 2011. BankAtlantic’s prepaid insurance assessment was $31.3 million at December 31, 2009. If the economy worsens and the number of bank failures significantly increase or if the FDIC otherwise determines that action is necessary, BankAtlantic may be required to pay additional FDIC specific assessments or incur increased annual insurance rates which would increase our expenses and adversely impact our results.
Further reductions in BankAtlantic’s assets may adversely affect our earnings and/or operations.
     BankAtlantic has reduced its assets and repaid borrowings in order to improve its liquidity and regulatory capital ratios. The reduction of earning asset balances has reduced our net interest income. Our net interest income was $193.6 million for the year ended December 31, 2008 and $163.3 million for the year ended December 31, 2009. The reduction in net interest income from earning asset reductions has previously been offset by lower operating expenses in prior periods. Our ability to further reduce expenses without adversely affecting our operations may be limited and as a result, further reductions in our earning asset balances in future periods, may adversely affect earnings and/or operations.

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Adverse market conditions have affected and may continue to affect the financial services industry as well as our business and results of operations.
     Our financial condition and results of operations have been, and may continue to be, adversely impacted as a result of the downturn in the U.S. housing market and general economic conditions. Dramatic declines in the national and, in particular, Florida housing markets over the past three years, with falling home prices and increasing foreclosures and unemployment, have negatively impacted the credit performance of our loans and resulted in significant asset impairments at all financial institutions, including government-sponsored entities, major commercial and investment banks, and regional and community financial institutions including BankAtlantic. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. The continuing economic pressure on consumers and lack of confidence in the financial markets has adversely affected and may continue to adversely affect our business, financial condition and results of operations. Further negative market and economic developments may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provisions for loan losses. Continuing economic deterioration that affects household and/or corporate incomes could also result in reduced demand for credit or fee-based products and services. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on BankAtlantic and others in the financial services industry. In particular, we may face the following risks in connection with these events:
    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.
     During 2009, the U.S. Treasury implemented various initiatives in response to the financial crises affecting the banking system and financial markets. These initiatives include the U.S. Treasury’s Capital Purchase Program (the “CPP”), the guarantee of certain financial institution indebtedness, purchasing certain legacy loans and assets from financial institutions, the purchase of mortgage securitizations, homeowner relief that encourages loan restructuring and modification, the establishment of significant liquidity and credit facilities for financial institutions and investment banks, the lowering of the federal funds rate, emergency action against short selling practices, a temporary guaranty program for money market funds, the establishment of a commercial paper funding facility to provide back-stop liquidity to commercial paper issuers, coordinated international efforts to address illiquidity and other weaknesses in

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the banking sector and other programs being developed. There can be no assurance as to the actual impact that the initiatives that have been adopted or may be adopted in the future will have on the financial markets. The initiatives could have a material and adverse affect on BankAtlantic’s business, financial condition, results of operations and access to credit.
     Further, recent events in the financial services industry and, more generally, in the financial markets and the economy, have led to various proposals for changes in the regulation of the financial services industry. Earlier in 2009, legislation proposing significant structural reforms to the financial services industry was introduced in the U.S. Congress. Among other things, the legislation proposes the establishment of a Consumer Financial Protection Agency, which would have broad authority to regulate providers of credit, savings, payment and other consumer financial products and services. Additional legislative proposals call for heightened scrutiny and regulation of any financial firm whose combination of size, leverage, and interconnectedness could, if it failed, pose a threat to the country’s financial stability, including the power to restrict the activities of such firms and even require the break-up of such firms at the behest of the relevant regulator. New rules have also been proposed for the securitization market, including requiring sponsors of securitizations to retain a material economic interest in the credit risk associated with the underlying securitization.
     Other recent initiatives also include:
    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.
     The proposed legislation contains several provisions that would have a direct impact on us. Under the proposed legislation, the federal savings association charter would be eliminated and the Office of Thrift Supervision would be consolidated with the Comptroller of the Currency into a new regulator, the National Bank Supervisor. The proposed legislation would also require BankAtlantic to convert to a national bank.
     While there can be no assurance that any or all of the proposed regulatory or legislative changes will ultimately be adopted, these changes or any future changes, if enacted or adopted, may impact our business activities, require us to change certain of our business practices, materially affect our business model or affect retention of key personnel, and could expose us to additional costs (including increased compliance costs). These changes may also require us to invest significant management attention and resources to make any necessary changes, and could therefore also adversely affect our business and operations.
     There can be no assurance as to the actual impact that the initiatives that have been adopted or may be adopted in the future will have on banks or the financial markets. These government initiatives could potentially have a material and adverse affect on BankAtlantic’s business, financial condition, results of operations and access to credit.

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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.
     The banking industry is an industry subject to multiple layers of regulation. Failure to comply with any of these regulations can result in substantial penalties, significant restrictions on business activities and growth plans and/or limitations on dividend payments. As a holding company, BankAtlantic Bancorp is also subject to significant regulation. For a description of the primary regulations applicable to BankAtlantic and BankAtlantic Bancorp, see “Regulations and Supervision”. Changes in the regulation or capital requirements associated with holding companies generally or BankAtlantic Bancorp in particular could also have an adverse impact on our business and operating results.
     The Company is a “grandfathered” unitary savings and loan holding company and has broad authority to engage in various types of business activities. The OTS can prevent the Company from engaging in activities or limit those activities if it determines that there is reasonable cause to believe that the continuation of any particular activity constitutes a serious risk to the financial safety, soundness, or stability of BankAtlantic. The OTS can also:
    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.
     Unlike bank holding companies, as a unitary savings and loan holding company the Company has not historically been subject to capital requirements. However, the OTS has indicated that it may, in the future, impose capital requirements on savings and loan holding companies. In addition, as noted above, the current administration has proposed legislation which would, among other things, eliminate the status of “savings and loan holding company” and require BankAtlantic Bancorp to register as a bank holding company, which would subject BankAtlantic Bancorp to regulatory capital requirements. Further, the OTS or other regulatory bodies having authority over the Company in the future may adopt regulations in the future that would affect the Company’s operations, including the Company’s ability to pay dividends or to engage in certain transactions or activities. See “Regulation and Supervision — Holding Company.”
BankAtlantic is subject to liquidity risk as its loans are funded by its deposits.
     Like all financial institutions, BankAtlantic’s assets are primarily funded through its customer deposits and changes in interest rates, availability of alternative investment opportunities, a loss of confidence in financial institutions in general or BankAtlantic in particular, and other factors may make deposit gathering more difficult. If BankAtlantic experiences decreases in deposit levels, it may need to increase its borrowings or liquidate a portion of its assets which may not be readily saleable. Additionally, interest rate changes or further disruptions in the capital markets may make the terms of borrowings and deposits less favorable. For a further discussion on liquidity, refer to “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Liquidity and Capital Resources.”
Our loan portfolio subjects us to high levels of credit and counterparty risk.
     We are exposed to the risk that our borrowers or counter-parties may default on their obligations. Credit risk arises through the extension of loans, certain securities, letters of credit, and financial guarantees and through counter-party exposure on trading and wholesale loan transactions. In an attempt to manage this risk, we seek to establish policies and procedures to manage both on and off-balance sheet (primarily loan commitments) credit risk.
     BankAtlantic reviews the creditworthiness of individual borrowers or counter-parties, and limits are established for the total credit exposure to any one borrower or counter-party; however, such limits may

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not have the effect of adequately limiting credit exposure. In addition, when deciding whether to extend credit or enter into other transactions with customers and counterparties, we often rely on information furnished to us by such customers and counterparties, including financial statements and other financial information, and representations of the customers and counterparties that relates to the accuracy and completeness of the information. While we take all actions we deem necessary to ensure the accuracy of the information provided to us, there is no assurance that all information provided to us will be accurate or that we will successfully identify all information needed to fully assess the risk which may expose us to increased credit risk and counterparty risk.
     BankAtlantic also enters into participation agreements with or acquires participation interests from other lenders to limit its credit risk, but will continue to be subject to risks with respect to its interest in the loan, as well as not being in a position to make independent determinations with respect to its interest. Further, the majority of BankAtlantic’s residential loans are serviced by others. The servicing agreements may restrict BankAtlantic’s ability to initiate work-out and modification arrangements with borrowers which could adversely impact BankAtlantic’s ability to minimize losses on non-performing loans.
     The Company is also exposed to credit and counterparty risks with respect to loans held in its asset workout subsidiary.
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.
     As of December 31, 2009, BFC Financial Corporation (“BFC”) owned all of the Company’s issued and outstanding Class B common stock and 17,333,428 shares, or approximately 35.9%, of the Company’s issued and outstanding Class A common stock. BFC’s holdings represent approximately 66% of the Company’s total voting power. Additionally, Alan B. Levan, our Chairman and Chief Executive Officer, and John E. Abdo, our Vice Chairman, beneficially own shares of BFC’s Class A and Class B common stock representing approximately 71.6% of BFC’s total voting power. The Company’s Class A common stock and Class B common stock vote as a single group on most matters. Accordingly, BFC, directly, and Messrs. Levan and Abdo, indirectly through BFC, are in a position to control the Company, elect the Company’s Board of Directors and significantly influence the outcome of any shareholder vote, except in those limited circumstances where Florida law mandates that the holders of the Company’s Class A common stock vote as a separate class. This control position may have an adverse effect on the market price of the Company’s Class A common stock.
BFC can reduce its economic interest in us and still maintain voting control.
     Our Class A common stock and Class B common stock generally vote together as a single class, with our Class A common stock possessing a fixed 53% of the aggregate voting power of all of our common stock and our Class B common stock possessing a fixed 47% of such aggregate voting power. Our Class B common stock currently represents approximately 2% of our common equity and 47% of our total voting power. As a result, the voting power of our Class B common stock does not bear a direct relationship to the economic interest represented by the shares. Any issuance of shares of our Class A common stock will further dilute the relative economic interest of our Class B common stock, but will not decrease the voting power represented by our Class B common stock. Further, our Restated Articles of Incorporation provide that these relative voting percentages will remain fixed until such time as BFC and its affiliates own less than 487,613 shares of our Class B common stock, which is approximately 50% of the number of shares of our Class B common stock that BFC now owns, even if additional shares of our Class A common stock are issued. Therefore, BFC may sell up to approximately 50% of its shares of our Class B common stock (after converting those shares to Class A common stock), and significantly reduce its economic interest in us, while still maintaining its voting power. If BFC were to take this action, it would widen the disparity between the equity interest represented by our Class B common stock and its voting power. Any conversion of shares of our Class B common stock into shares of our Class A common stock would further dilute the voting interests of the holders of our Class A common stock.

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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.
     Our Restated Articles of Incorporation and Amended and Restated Bylaws contain provisions that could delay, defer or prevent a change of control of the Company or our management. These provisions could make it more difficult for shareholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our Class A common stock. These provisions include:
    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.
     The Company’s Class A common stock currently trades on the New York Stock Exchange. Like many other companies involved in the financial services industry, the trading price of the Company’s Class A common stock has experienced a substantial decline. A listed company would be deemed to be below compliance with the continued listing standards of the New York Stock Exchange if, among other things, the listed company’s average closing price was less than $1.00 over a consecutive 30 trading day period or the listed company’s average market capitalization was less than $15 million over a consecutive 30 trading day period. As of February 25, 2010, the average market price of the Company’s Class A common stock over the prior 30 trading day period was $1.41, and the Company’s average market capitalization over that period was $69.3 million. However, the market price of the Company’s Class A common stock is subject to significant volatility and there is no assurance that it will not decrease in the future so as to cause the Company not to comply with the New York Stock Exchange’s requirement for continued listing.
     If the Company does not meet the requirements for continued listing, then the Company’s Class A common stock will be delisted from the New York Stock Exchange. In such case, the Company would attempt to cause its Class A common stock to be eligible for quotation on the OTC Bulletin Board. However, in such event, the trading price of the Company’s Class A common stock would likely be adversely impacted, it may become more difficult for the holders of the Company’s Class A common stock to sell or purchase shares of the Company’s Class A common stock, and it may become more difficult for the Company to raise capital, which could materially and adversely impact our business, prospects, financial condition and results of operations.
ITEM 1B.   UNRESOLVED STAFF COMMENTS
None.

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ITEM 2. PROPERTIES
     BankAtlantic owns the Company’s and BankAtlantic’s principal and executive offices which are located at 2100 West Cypress Creek Road, Fort Lauderdale, Florida, 33309.
     The following table sets forth owned and leased stores by region at December 31, 2009:
                                 
    Miami -             Palm     Tampa  
    Dade     Broward     Beach     Bay  
Owned full-service stores
    9       13       25       7  
Leased full-service stores
    11       11       5       5  
Ground leased full-service stores (1)
    3       3       1       7  
 
                       
Total full-service stores
    23       27       31       19  
 
                       
 
                               
Lease expiration dates
    2010-2018       2010-2015       2011-2014       2010-2023  
 
                       
Ground lease expiration dates
    2026-2027       2017-2072       2026       2026-2032  
 
                       
 
(1)   Stores in which BankAtlantic owns the building and leases the land.
     The following table sets forth leased drive-through facilities and leased back-office facilities by region at December 31, 2009:
                                         
    Miami -             Palm     Tampa     Orlando /  
    Dade     Broward     Beach     Bay     Jacksonville  
Leased drive-through facilities
    1       2                    
 
                             
Leased drive through expiration dates
    2010       2011-2014                    
 
                             
 
                                       
Leased back-office facilities
                      2       1  
 
                             
Leased back-office expiration dates
                      2014       2013  
 
                             
     As of December 31, 2009, BankAtlantic was seeking to sublease or terminate eight operating leases and was a party under two ground leases for the construction of new stores. BankAtlantic also has six parcels of land held for sale with an estimated market value of $6.0 million.
                                         
    Miami -             Palm     Tampa     Orlando /  
    Dade     Broward     Beach     Bay     Jacksonville  
Executed leases for new stores
          1       1              
 
                             
Executed lease expiration dates
          2030       2028              
 
                             
Executed leases held for sublease
          1             5       2  
 
                             
Executed lease expiration dates
          2013             2010-2048       2028-2029  
 
                             
Land held for sale
                1       1       4  
 
                             

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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
     On October 29, 2007, Joseph C. Hubbard filed a purported class action in the United States District Court for the Southern District of Florida against the Company and four of its current or former officers. The Defendants in this action are BankAtlantic Bancorp, Inc., James A. White, Valerie C. Toalson, Jarett S. Levan, and Alan B. Levan. The Complaint, which was later amended, alleges that during the purported class period of November 9, 2005 through October 25, 2007, the Company and the named officers knowingly and/or recklessly made misrepresentations of material fact regarding BankAtlantic and specifically BankAtlantic’s loan portfolio and allowance for loan losses. The Complaint seeks to assert claims for violations of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks unspecified damages. On December 12, 2007, the Court consolidated into Hubbard a separately filed action captioned Alarm Specialties, Inc. v. BankAtlantic Bancorp, Inc., No. 0:07—cv-61623-WPD. On February 5, 2008, the Court appointed State-Boston Retirement System lead plaintiff and Lubaton Sucharow LLP to serve as lead counsel pursuant to the provisions of the Private Securities Litigation Reform Act. The Company believes the claims to be without merit and intends to vigorously defend the actions.
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
     On July 2, 2008, D.W. Hugo filed a purported class action which was brought as a derivative action on behalf of the Company pursuant to Florida laws in the United States District Court, Southern District of Florida against the Company and the above listed officers and directors. The Complaint alleges that the individual defendants breached their fiduciary duties by engaging in certain lending practices with respect to the Company’s Commercial Real Estate Loan Portfolio. The Complaint further alleges that the Company’s public filings and statements did not fully disclose the risks associated with the Commercial Real Estate Loan Portfolio and seeks damages on behalf of the Company.
     On December 2, 2008, the Circuit Court for Broward County stayed a separately filed action captioned Albert R. Feldman, Derivatively on behalf of Nominal Defendant BankAtlantic Bancorp, Inc. vs. Alan B. Levan, et al., Case No. 0846795 07. The court granted the motion to stay the action pending further order of the court and allowing any party to move for relief from the stay, provided the moving party gives at least thirty days’ written notice to all of the non-moving parties. The Company believes the claims to be without merit and intends to vigorously defend the actions.
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.
     On December 20, 2007, Wilmine Almonor filed a purported class action in the United States District Court for the Southern District of Florida against the Company and the above-listed officers, directors, employees, and organizations. The Complaint alleges that during the purported class period of November 9, 2005 to present, the Company and the individual defendants violated the Employment Retirement Income Security Act (“ERISA”) by permitting company employees to choose to invest in the Company’s Class A common stock in light of the facts alleged in the Hubbard securities lawsuit. The Complaint seeks to assert claims for breach of fiduciary duties, the duty to provide accurate information, the duty to avoid conflicts of interest under ERISA and seeks unspecified damages. On February 18, 2009, the Plaintiff filed a Second Amended Complaint, which, for the first time, identified by name the following additional Defendants that Plaintiff had previously attempted to identify by position: Anne B. Chervony,

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Lewis F. Sarrica, Susan D. McGregor, Jeff Callan, Patricia Lefebvre, Jeffrey Mindling, Tim Watson, Gino Martone, Jose Valle, Juan Carlos Ortigosa, Gerry Lachnicht, Victoria Bloomenfeld, Rita McManus, and Kathleen Youlden.
     On July 14, 2009, the Court granted in part Defendants’ motion to dismiss the Second Amended Complaint, dismissing the following individual Defendants from Count II: Lewis Sarrica, Susan McGregor, Patricia Lefebvre, Jeffrey Mindling and Gerry Lachnicht. On July 28, 2009, the Court denied Plaintiff’s motion for class certification. On January 13, 2010, the Court ruled that the Plaintiff’s status as a Plan representative threatens the interests of the Plan, and in turn other Plan participants, and threatens the integrity of the judicial process. The court denied the Plaintiff’s request to proceed as a Plan representative and accordingly, the case is currently proceeding solely on the basis of the Plaintiff’s individual claim. The Company believes the claim to be without merit and intends to vigorously defend the action.
SEC Investigation
     The Company has received a notice of investigation from the Securities and Exchange Commission, Miami Regional Office and subpoenas for information. The subpoenas request a broad range of documents relating to, among other matters, recent and pending litigation to which the Company is or was a party, certain of the Company’s non-performing, non-accrual and charged-off loans, the Company’s cost saving measures, BankAtlantic Bancorp’s recently formed asset workout subsidiary and any purchases or sales of the Company’s common stock by officers or directors of the Company. Various current and former employees have also received subpoenas for documents and testimony. The Company is fully cooperating with the SEC.
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.
     The original Farrington complaint was filed on February 2, 2009 against BankAtlantic and several of BankAtlantic’s affiliates (namely, BA Financial Services, LLC, BankAtlantic Bancorp, Inc., BFC Financial Corporation, and Joe Does 1-10), and the Plaintiff subsequently amended her complaint to drop the non-BankAtlantic defendants. The Amended Complaint alleges that BankAtlantic breached its Personal Account Depositor’s Agreement by charging overdraft fees for certain debit card purchases when the customer allegedly had sufficient funds in her account at the time that the items were paid even though the account was overdrawn at the close of business. The Plaintiff seeks to establish a class comprised of all persons or entities with accounts that incurred these allegedly improper overdraft fees on debit card transactions in the previous 5 years. The Plaintiff has not yet moved to certify a class. The Company believes the claims to be without merit and intends to vigorously defend the action
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.
     On November 2, 2009, Joel and Elizabeth Rothman filed a purported class action against BankAtlantic in Florida state court. The Complaint asserts claims for breach of contract, breach of duty of good faith and fair dealing, unjust enrichment, conversion, and usury. Each of these counts is related to BankAtlantic’s collection of overdraft fees. The Complaint alleges that BankAtlantic failed to adequately warn its customers about overdrafts, failed to give its customers the ability to opt out of an automatic overdraft protection program and improperly manipulated debit card transactions. The Plaintiffs seek to represent three classes of BankAtlantic customers in the State of Florida who were assessed overdraft fees. The Company believes the claims to be without merit and intends to vigorously defend the action.
     In the ordinary course of business, the Company and its subsidiaries are also parties to lawsuits as plaintiff or defendant involving its bank operations, lending, and tax certificates activities. Although the Company believes it has meritorious defenses in the pending legal actions and that the outcomes of these pending legal matters should not materially impact us, the ultimate outcomes of these matters are uncertain.

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ITEM 4. RESERVED

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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
     The Company’s Class A common stock is traded on the New York Stock Exchange under the symbol “BBX”. BFC Financial Corporation (“BFC”) is the sole holder of the Company’s Class B common stock and there is no trading market for the Company’s Class B common stock. The Class B common stock may only be owned by BFC or its affiliates and is convertible into Class A common stock on a share for share basis.
     On September 26, 2008, the Company completed a one-for-five reverse stock split. Where appropriate, amounts throughout this document have been adjusted to reflect this reverse stock split.
     On March 11, 2010, there were approximately 621 record holders and 48,264,842 shares of the Class A common stock issued and outstanding. In addition, there were 975,225 shares of Class B common stock outstanding at March 11, 2010.
     The following table sets forth, for the periods indicated, the high and low sale prices of the Class A common stock as reported by the New York Stock Exchange:
                 
    Class A Common  
    Stock Price  
    High     Low  
For the year ended December 31, 2009
  $ 6.68     $ 0.66  
Fourth quarter
    2.96       1.20  
Third quarter
    6.68       2.60  
Second quarter
    4.75       1.99  
First quarter
    5.67       0.66  
 
               
For the year ended December 31, 2008
  $ 29.00     $ 2.25  
Fourth quarter
    11.82       2.25  
Third quarter
    15.00       4.05  
Second quarter
    20.75       7.80  
First quarter
    29.00       16.30  
     Because the Company’s Class A common stock is listed on the New York Stock Exchange, the Company’s Chief Executive Officer is required to make, and he has made, an annual certification to the New York Stock Exchange stating that he was not aware of any violation by the Company of the corporate governance listing standards of the New York Stock Exchange. The Company’s chief executive officer made his annual certification to that effect to the New York Stock Exchange on May 22, 2009. In addition, the Company has filed, as exhibits to this Annual Report on Form 10-K, the certifications of the Company’s principal executive officer and principal financial officer required under Sections 906 and 302 of the Sarbanes-Oxley Act of 2002 regarding the quality of the Company’s public disclosure.
     The Company had declared regular quarterly cash dividends on its common stock through January 2009. In February 2009, the Company elected to exercise its right to defer payments of interest on its trust preferred junior subordinated debt. The Company is permitted to defer quarterly interest payments for up to 20 consecutive quarters. During the deferral period, the Company will not pay dividends to its common shareholders. The Company can end the deferral period at any time by paying all accrued and unpaid interest. The availability of funds for cash dividend payments on the Company’s common stock depends upon BankAtlantic’s ability to pay cash dividends to the Company. Current regulations applicable to the

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payment of cash dividends by savings institutions limit capital distributions based on an institution’s regulatory capital levels, retained net income and net income. See Risk Factors – “BankAtlantic Bancorp services its debt and pays dividends primarily from dividends from BankAtlantic, which are subject to regulatory limits” and Regulation and Supervision – “Limitation on Capital Distributions.” The Company does not expect to receive dividend payments from BankAtlantic for the foreseeable future due to BankAtlantic’s recent net losses.
     The cash dividends paid by the Company were as follows:
                 
    Cash Dividends Per     Cash Dividends Per  
    Share of Class B     Share of Class A  
    Common Stock     Common Stock  
 
Fiscal year ended December 31, 2009
  $ 0.0250     $ 0.0250  
Fourth quarter
    0.0000       0.0000  
Third quarter
    0.0000       0.0000  
Second quarter
    0.0000       0.0000  
First quarter
    0.0250       0.0250  
 
 
               
 
Fiscal year ended December 31, 2008
  $ 0.0750     $ 0.0750  
Fourth quarter
    0.0000       0.0000  
Third quarter
    0.0250       0.0250  
Second quarter
    0.0250       0.0250  
First quarter
    0.0250       0.0250  
 
     On August 28, 2009, the Company distributed to each record holder of its Class A common stock and Class B common stock as of August 24, 2009 non-transferable subscription rights to purchase 4.441 shares of its Class A common stock for each share of Class A and Class B common stock owned on that date. The subscription price was $2.00 per share and the Company completed the rights offering on September 29, 2009 and issued 37,980,936 shares of its Class A common stock to exercising shareholders. The net proceeds from this rights offering were $75.5 million, net of offering costs. The Company used the net proceeds to contribute $75 million of capital to BankAtlantic.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
                                         
    For the Years Ended December 31,  
(In thousands except share and per share data)   2009     2008     2007     2006     2005  
     
Income Statement
                                       
Total interest income
  $ 223,593       314,516       371,633       367,177       345,894  
Total interest expense
    75,231       140,685       192,857       167,057       141,909  
     
Net interest income
    148,362       173,831       178,776       200,120       203,985  
Provision 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       847  
Other non-interest income
    118,641       135,525       143,420       132,803       101,452  
Restructuring charges, impairments and exit activities
    29,920       59,551       20,890       1,466       3,706  
Other 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       65,929  
Provision (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       42,526  
Discontinued operations, net of tax (5)
    3,701       16,605       7,812       (11,492 )     16,656  
     
Net (loss) income
  $ (185,819 )     (202,639 )     (22,200 )     15,387       59,182  
     
 
                                       
Performance ratios
                                       
Return on average assets (1)
    (3.60 )     (3.50 )     (0.47 )     0.42       0.64  
Return on average equity (1)
    (92.44 )     (51.03 )     (5.91 )     5.12       8.42  
Average equity to average assets
    3.90       6.86       7.91       8.19       7.65  
Dividend 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     2005  
     
Diluted earnings per share
                                       
Diluted (loss) earnings from continuing operations
  $ (8.02 )     (14.54 )     (1.93 )     1.61       2.53  
Diluted earnings (loss) per share from discontinued operations (5)
    0.15       1.10       0.51       (0.69 )     0.94  
     
Diluted (loss) earnings per share
  $ (7.87 )     (13.44 )     (1.42 )     0.92       3.47  
     
 
                                       
Per common share data
                                       
Cash dividends declared per common share Class A
  $ 0.025       0.075       0.640       0.790       0.730  
Cash dividends declared per common share Class B
    0.025       0.075       0.640       0.790       0.730  
Book value per share (3)
    2.88       21.72       40.96       43.01       42.49  

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    As of December 31,  
(In thousands except share and per share data)   2009     2008     2007     2006     2005  
     
Balance Sheet (at year end)
                                       
Loans, net
  $ 3,694,326       4,326,651       4,524,188       4,595,920       4,624,772  
Securities
    433,318       948,592       1,169,673       1,059,111       1,042,217  
Total assets
    4,815,617       5,814,557       6,378,817       6,495,662       6,471,411  
Deposits
    3,969,680       3,919,796       3,953,405       3,867,036       3,752,676  
Securities sold under agreements to repurchase and other short term borrowings
    27,271       284,423       167,240       133,958       255,501  
Other borrowings (4)
    613,043       1,284,087       1,717,893       1,810,247       1,724,160  
Stockholders’ equity
    141,571       243,968       459,321       524,982       516,336  
Asset quality ratios for BankAtlantic
                                       
Non-performing assets, net of reserves, as a percent of total loans, tax certificates and repossessed assets
  % 9.39       6.55       4.10       0.55       0.17  
Loan loss allowance as a percent of non-performing loans
    56.56       47.76       52.65       982.89       605.68  
Loan loss allowance as a percent of total loans
    4.83       3.07       2.04       0.94       0.88  
Capital ratios for BankAtlantic:
                                       
Total risk based capital
  % 12.56       11.63       11.63       12.08       11.50  
Tier I risk based capital
    10.63       9.80       9.85       10.50       10.02  
Leverage
    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.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Introduction
     BankAtlantic Bancorp, Inc. is a Florida-based financial services holding company offering a full range of products and services through BankAtlantic, our wholly-owned banking subsidiary. As of December 31, 2009, we had total consolidated assets of approximately $4.8 billion, deposits of approximately $4.0 billion and shareholders’ equity of approximately $141.6 million. We operate through two primary business segments: BankAtlantic and the Parent Company.
     On February 28, 2007, the Company completed the sale to Stifel Financial Corp. (“Stifel”) of Ryan Beck Holdings, Inc. (“Ryan Beck”), a subsidiary engaged in retail and institutional brokerage and investment banking. As a consequence of the sale of Ryan Beck to Stifel, the results of operations of Ryan Beck are presented as “Discontinued Operations” in the Company’s Consolidated Financial Statements for the year ended December 31, 2007.
Consolidated Results of Operations
     Loss from continuing operations from each of the Company’s reportable business segments follows (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
     
BankAtlantic
  $ (148,708 )     (166,144 )     (19,440 )
Parent Co.
    (40,812 )     (53,100 )     (10,572 )
     
Net loss
  $ (189,520 )     (219,244 )     (30,012 )
     
     The lower loss from continuing operations at BankAtlantic during 2009 compared to the same 2008 period primarily resulted from BankAtlantic recognizing a $31.7 million income tax benefit during 2009 in connection with a change in tax regulations which enabled BankAtlantic to utilize additional net operating losses, while during 2008, BankAtlantic established a deferred tax valuation allowance on its entire amount of net deferred tax assets resulting in a tax provision of $31.1 million. BankAtlantic’s 2009 loss before income taxes increased by $45.4 million compared to 2008. The higher 2009 loss primarily resulted from a $78.9 million increase in the provision for loan losses, a $30.3 million reduction in net interest income and $8.0 million of lower non-interest income. The increase in BankAtlantic’s loss before income taxes was partially offset by $71.8 million of lower non-interest expenses.
     The substantial increase in the provision for loan losses resulted primarily from a significant increase in charge-offs and loan loss reserves in our consumer, residential and commercial real estate loan portfolios. These portfolios continued to be negatively affected by the current adverse economic environment, especially declining collateral values and rising unemployment. If economic and real estate market conditions do not improve, we believe that additional provisions for loan losses may be required in future periods.

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     The reduction in BankAtlantic’s net interest income was primarily due to a decline in earning assets. BankAtlantic reduced its assets in order to improve its liquidity and regulatory capital ratios. BankAtlantic’s average earnings assets declined by $790.6 million during 2009 compared to 2008.
     The reduction in non-interest income primarily relates to a decline in overdraft fees. Overdraft fees represented approximately 54% of our non-interest income during 2009. This overdraft fee income decline reflects, in part, management’s focus on targeting retail customers and businesses that maintain higher average deposit balances which generally will result in fewer overdrafts per account. We believe that this trend of declining overdraft fees will continue and could be accelerated by recent overdraft rules adopted by the Federal Reserve effective July 1, 2010. Congress has also proposed additional legislation to further limit the assessment of overdraft fees. These events could significantly reduce our overdraft fee income in subsequent periods.
     In response to adverse economic conditions, BankAtlantic during 2009 continued to reduce expenses with a view towards increasing operating efficiencies. These operating expense initiatives included workforce reductions, consolidation of certain back-office facilities, renegotiation of vendor contracts, outsourcing of certain back-office functions, reduction in marketing expenses and other targeted expense reductions. Also, restructuring charges and other impairments declined by $33.0 million. These expense reductions were partially offset by $8.2 million of additional FDIC insurance premiums, including a $2.4 million FDIC special assessment in June 2009.
     The significant decline in BankAtlantic’s performance during the year ended December 31, 2008 compared to the same 2007 period primarily resulted from a $48.3 million goodwill impairment charge, the establishment of a $66.9 million deferred tax valuation allowance, a $64.5 million increase in the provision for loan losses and a decline in non-interest income. These items were partially offset by lower non-interest expenses, excluding the goodwill impairment charge. The substantial increase in BankAtlantic’s provision for loan losses for 2008 compared to 2007 reflects net charge-offs for 2008 of $97.4 million compared to $20.4 million for 2007 and a $31.6 million increase in the allowance for loan losses during 2008. The charge-offs and loan reserve increases were primarily related to commercial real estate and consumer loans. The decline in BankAtlantic’s non-interest income was primarily due to lower net assessments of overdraft fees. BankAtlantic non-interest expenses, excluding the goodwill impairment charge, declined by $31.6 million primarily due to management’s expense reduction initiatives.
     The decrease in the Parent Company segment loss during 2009 compared to 2008 reflects a $6.0 million reduction in the provision for loan losses and $4.9 million of reduced net interest expense. The provision for loan losses for both years was associated with non-performing loans acquired from BankAtlantic in March 2008. The 2009 provision for loan losses represents additional charge-offs and specific reserves associated with these loans due to declining real estate collateral values. The improvement in net interest expense reflects historically low LIBOR interest rates during 2009. The majority of the Parent Company’s debt is indexed to the three-month LIBOR interest rate. The decline in interest rates was partially offset by interest accrued on the junior subordinated debentures deferred interest. Parent Company operating expenses were higher by $0.3 million during 2009 compared to 2008. Lower property management costs associated with non-performing loans during 2009 were offset by higher compensation expenses.
     The increase in the Parent Company segment loss during 2008 compared to 2007 reflects a provision for loan losses of $24.4 million as well as the establishment of a $20.9 million deferred tax valuation allowance. The Parent Company had no provision for loan losses during the comparable 2007 period as it held no loans during that period. Additionally, gains from securities activities declined from $6.1 million during 2007 to a loss of $0.4 million during 2008 as the Parent Company liquidated its managed fund investment portfolio and sold its entire investment in Stifel securities acquired by it in connection with the 2007 sale of Ryan Beck. Parent Company operating expenses were higher by $4.5 million during 2008 compared to 2007. The increase reflects property management costs associated with non-performing loans and an increase in professional fees in 2008 compared to 2007.

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     During 2009 and 2008, the Parent Company recognized in discontinued operations $3.7 million and $16.6 million, respectively, of additional proceeds from the sale of Ryan Beck in connection with contingent earn-out payments under the Ryan Beck merger agreement with Stifel. Included in discontinued operations during 2007 relating to the Ryan Beck segment was income of $7.8 million. Ryan Beck’s 2007 segment income reflects a $16.4 million gain from the sale of Ryan Beck to Stifel partially offset by an $8.6 million loss from operations during the two months ended February 28, 2007, the closing date of the sale to Stifel.
BankAtlantic Results of Operations
Summary
     The following events over the past several years have had a significant impact on BankAtlantic’s results of operations:
     In April 2002, BankAtlantic launched its “Florida’s Most Convenient Bank” initiative which resulted in significant demand deposit, NOW checking and savings account growth (we refer to these accounts as “core deposit” accounts). Since inception of this campaign, BankAtlantic has increased core deposit balances from $600 million at December 31, 2001 to approximately $2.7 billion at December 31, 2009. These core deposits represented 67% of BankAtlantic’s total deposits at December 31, 2009, compared to 26% of total deposits at December 31, 2001.
     In 2004, BankAtlantic announced its de novo store expansion strategy and had opened 32 stores as of December 31, 2009 in connection with this strategy. BankAtlantic’s non-interest expenses substantially increased as a result of the hiring of additional personnel, increased marketing to support new stores, increased leasing and operating costs for the new stores and expenditures for back-office technologies to support a larger institution.
     During the fourth quarter of 2005, the growth in core deposits slowed reflecting rising short-term interest rates and increased competition among financial institutions. In response to these market conditions, BankAtlantic significantly increased its marketing expenditures and continued its new store expansion program in an effort to sustain core deposit growth. The number of new core deposit accounts opened increased from 226,000 during 2005 to 270,000 during 2006, while core deposit balances grew to $2.2 billion at December 31, 2006 from $2.1 billion at December 31, 2005. In response to adverse economic conditions and the slowed deposit growth, BankAtlantic significantly reduced its marketing expenditures beginning during the fourth quarter of 2006 as part of an overall effort to reduce its non-interest expenses.
     During the latter half of 2007, the real estate markets deteriorated rapidly throughout the United States, and particularly in Florida where BankAtlantic’s commercial and consumer real estate loans are concentrated. In response to these market conditions, BankAtlantic significantly increased its allowance for loan losses for commercial loans collateralized by real estate property and to a lesser extent home equity consumer loans.
     During the fourth quarter of 2007, the decision was made to delay BankAtlantic’s retail network expansion, consolidate certain back-office facilities and implement other initiatives to reduce non-interest expenses.
     As economic conditions deteriorated in late 2007 and 2008, real estate property values continued to decline. The adverse economic and real estate market conditions severely impacted the credit quality of BankAtlantic’s loan portfolio. In March 2008, the Parent Company purchased $101.5 million of non-performing loans from BankAtlantic and during the year contributed $65 million of capital to BankAtlantic. During the fourth quarter of 2008, financial and credit markets further experienced rapid

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deterioration, investor confidence in financial institutions was significantly and adversely affected and the market capitalization of BankAtlantic Bancorp’s Class A common stock declined materially. As BankAtlantic’s non-performing loans increased, additional loan loss reserves were established, impairments of long-lived assets were recognized and earnings were adversely affected. As a consequence of the substantial losses during 2007 and 2008, the deterioration in the price of the Company’s Class A common stock and the unprecedented economic and market uncertainty, BankAtlantic recognized a $48.3 million non-cash goodwill impairment charge and established $66.9 million non-cash deferred tax valuation allowance.
     During 2009, in response to the continued deteriorating economic conditions including falling real estate collateral values and rising unemployment, and the significant adverse impact on the credit quality of our assets and our results of operations, BankAtlantic reduced its assets, repaid its wholesale borrowings and increased core deposits with a view towards strengthening its liquidity and regulatory capital ratios. However, the credit quality of its loans continued to deteriorate in 2009, and BankAtlantic’s losses increased. As a result, BankAtlantic Bancorp, Inc. contributed an additional $105 million of capital to BankAtlantic. Additionally, as a consequence of the adverse economic environment, an additional $22.5 million of restructuring charges and asset impairments were recognized during 2009.
     The following table is a condensed income statement summarizing BankAtlantic’s results of operations (in thousands):
                                         
    For the Years Ended     Change     Change  
    Ended December 31,     2009 vs     2008 vs  
    2009     2008     2007     2008     2007  
     
Net 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 )
     

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

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(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
     The decrease in net interest income primarily resulted from a significant reduction in earning assets and an increase in non-performing assets partially offset by an improvement in the net interest spread.
     The decline in average earning assets reflects a management decision to slow the origination and purchase of loans, sell agency securities and reduce the purchase of tax certificates in an effort to enhance liquidity and improve regulatory capital ratios. During 2009, BankAtlantic slowed the origination of commercial and consumer loans and ceased the purchase of jumbo residential loan portfolios. BankAtlantic concentrated its loan originations in small business and middle market loans. As a consequence, average loans during 2009 declined by $344.4 million compared to 2008 with $295.5 million of the average loan decline associated with the purchased residential loan portfolio. BankAtlantic experienced significant residential loan repayments due to the large volume of loan refinancings associated with historically low residential mortgage interest rates during 2009. Taxable investment securities primarily consisted of agency mortgage-backed securities and tax certificates. During 2009, BankAtlantic reduced the purchase of tax certificates from $368.4 million during 2008 to $65.7 million during 2009 and sold $284 million of mortgage-backed securities.
     The net interest spread improved due to a change in our funding mix. BankAtlantic used the funds from deposit growth and the reduction in assets to repay FHLB advances and short term wholesale borrowings. BankAtlantic repaid $760 million of FHLB advances during 2009 with an average interest rate of 3.37%. As a consequence, BankAtlantic’s funding mix changed from higher rate FHLB advances to lower rate deposits. The interest earning asset yield declines were primarily due to lower interest rates during 2009 compared to 2008, changes in the earning asset portfolio mix and a significant increase in non-performing loans. The lower interest rate environment during 2009 compared to 2008 had a significant impact on commercial, small business and consumer loan yields, as a majority of these loans have adjustable interest rates indexed to prime or LIBOR. The average prime interest rate declined from 8.05% at December 31, 2007 to 3.25% at December 31, 2009, and the average three-month LIBOR interest rate declined from 5.30% at December 31, 2007 to 0.69% at December 31, 2009. Additionally, average earning loan yields were adversely affected by a significant increase in non-performing loans. Non-performing loans were $178.6 million at December 31, 2007 compared to $286.1 million at December 31, 2009.
     The decline in interest bearing deposit rates reflects the lower interest rate environment and an increase in NOW deposit accounts. The higher NOW accounts reflects a migration of retail time deposits to NOW accounts as we believe the interest rates on NOW accounts were competitive with time deposits for a significant portion of 2009. The increase in certificate accounts reflects higher average brokered deposit account balances during 2009 compared to 2008. Deposits which BankAtlantic receives in connection with its participation in the CDARS program from other participating CDARS institutions are included in BankAtlantic’s financial statements as brokered deposits. Average brokered deposits increased from $81.5 million during 2008 to $189.5 million during 2009, of which approximately 45% of average brokered deposits during 2009 consisted of CDARS related deposits.
     Management believes that the historically low interest rates during 2009 had a favorable impact on our net interest margin. Conversely, increases in interest rates or continued reductions in earning assets may result in further declines in our net interest margin.

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For the Year Ended December 31, 2008 Compared to the Same 2007 Period
     The decrease in tax equivalent net interest income primarily resulted from a 17 basis point decline in the net interest margin and secondarily from a shift in the deposit mix resulting in lower non-interest bearing liabilities balances.
     The decline in the tax equivalent net interest margin primarily resulted from a decline in average non-interest bearing demand deposit balances partially offset by an improvement in the tax equivalent net interest spread. The increase in the tax equivalent net interest spread primarily resulted from rates on interest-bearing liabilities adjusting to the decline in short-term interest rates faster than interest-earning asset yields. The majority of our loans adjust to LIBOR or prime interest rates indices. The average prime interest rate declined from 8.05% during the year ended December 31, 2007 to 5.30% during the 2008 year and the average three-month LIBOR rate declined from 5.04% during the 2007 year to 2.92% during the 2008 year. The majority of interest-bearing liabilities adjust to current market rates faster than a significant portion of our assets, which includes residential loans and mortgage-backed securities that only adjust periodically to current market rates. The additional net interest income associated with the improvement of the net interest spread was partially offset by average interest bearing liabilities increasing while average interest-earning assets declined. Average interest earning assets were $79.0 million lower, and while overall average interest-bearing liabilities were $53.7 million higher, non-interest bearing demand deposit accounts were $117.5 million lower. The decline in average non-interest bearing demand deposit accounts reflected the competitive banking environment in Florida during 2008 and the migration of demand deposit accounts to interest-bearing NOW accounts.
     Interest income on earning assets declined $63.0 million during 2008 as compared to 2007. The decline was primarily due to the impact that lower interest rates during 2008 had on our average yields for consumer, commercial and small business loans. Residential loan yields during 2008 remained at 2007 levels as the majority of our residential loans do not adjust annually and prepayment speeds slowed, in part we believe, due to borrowers’ inability to refinance existing loans at the current lower interest rates. The decline in taxable securities yields mainly resulted from the liquidation of our tax exempt securities portfolio during the fourth quarter of 2007 and suspension by the FHLB of its stock dividend during the third quarter of 2008.
     In response to the slowing economy and declining real estate market, we slowed the origination of commercial real estate loans and the purchase of residential loans during 2008. As a consequence, average balances in our residential and commercial real estate loan portfolios declined from $3.6 billion during 2007 to $3.3 billion during 2008. These declines in loan balances were partially offset by an increase in our taxable securities, and small business loan and consumer home equity loan average balances. Aggregate average balances in our consumer home equity and small business loan portfolios increased due primarily to funding on existing lines of credit for home equity loans and from the origination of small business loans. The higher average taxable securities balances reflects a $57.5 million increase in tax certificate average balances as 2008 tax certificate acquisitions were higher than 2007 acquisitions.
     The decline in deposit rates primarily resulted from the lower interest rate environment during 2008 compared to 2007. The decline in interest rates generally was offset in part by a shift in deposit mix from demand deposit accounts to NOW accounts and from savings to certificate accounts. The decline in savings account average balances reflects outflows of high yield savings accounts as certain competitors offered higher interest rates. The migration from demand deposit accounts to NOW accounts primarily resulted from a high yield checking account that we promoted during 2008. The increase in certificates accounts reflects higher average brokered deposit account balances as well as high yield certificate account promotions during 2008. Brokered deposits increased from $14.7 million at December 31, 2007 to $239.9 million at December 31, 2008.
     Rates on wholesale borrowings during 2008 were significantly lower than 2007 reflecting a significant decline in the federal funds rates during 2008. The average federal funds rate declined from 5.04% during 2007 to 2.09% during 2008. Additionally, we were able to borrow at historically low interest rates

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rates due to programs implemented by the Treasury to stimulate the economy through increased funding to financial institutions.
     In order to improve the net interest margin and lower borrowing costs in subsequent periods, BankAtlantic prepaid $692 million of FHLB advances during the fourth quarter of 2008. BankAtlantic funded the advance repayments with short term borrowings that were at significantly lower interest rates than the repaid advances.
     The following table summarizes the changes in tax equivalent net interest income (in thousands):
                                                 
    Year Ended     Year Ended  
    December 31, 2009     December 31, 2008  
    Compared to Year Ended     Compared to Year Ended  
    December 31, 2008     December 31, 2007  
    Volume                     Volume              
    (a)     Rate     Total     (a)     Rate     Total  
Increase (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 )     22,721  
Federal funds sold
    (65 )     (656 )     (721 )     692       (133 )     559  
         
Total 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.

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     The decline in net interest income during 2009 was primarily due to the decline in average earning assets and secondarily due to the decline in average yields on earning assets. Average earning assets declined by $790.6 million, reducing net income by $39.3 million. Average interest-bearing liabilities declined by $781.8 million, reducing interest expense by $23.1 million. The lower yields on total earning assets reduced interest income by $50.9 million while declines in interest rates on total interest bearing liabilities reduced interest expense by $36.8 million. As discussed above, the lower yields on interest earning assets reflect the effect on our loan portfolio interest income of the significant decline during 2009 of LIBOR and prime interest rate indices.
     The decline in tax equivalent net interest income during 2008 was largely due to yields on interest earning assets declining faster than interest rates on interest-bearing liabilities. The lower yields on total earning assets reduced interest income by $77.5 million while declines in interest rates on total interest bearing liabilities reduced interest expense by $54.1 million. As discussed above, the lower yields on interest earning assets reflect the effect on our loan portfolio interest income of the significant decline during 2008 of LIBOR and prime interest rate indices. The decline in federal funds rates and the programs implemented by the Treasury to promote lending by financial institutions significantly lowered wholesale borrowing interest rates. However, interest rate declines on our deposits were less than our earning asset yield declines as interest rates on our low cost deposits are not as sensitive to interest rate changes as our loan portfolio rates. Further competition from other financial institutions resulted in only a gradual decline in certificate account interest rates.
     BankAtlantic’s Asset Quality
Changes in the allowance for loan losses were as follows (in thousands):
                                         
    For the Years Ended December 31,  
    2009     2008     2007     2006     2005  
     
Balance, beginning of period
  $ 125,572       94,020       43,602       41,192       46,010  
Charge-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       18  
Commercial real estate loans
    700             304       419       1,471  
Small business
    494       428       417       566       899  

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    For the Years Ended December 31,  
    2009     2008     2007     2006     2005  
Consumer loans
    561       365       578       536       401  
Residential real estate loans
    912       397       15       348       65  
     
Continuing loan products
    3,159       1,197       1,410       2,160       2,854  
Discontinued loan products
    34       113       808       581       1,637  
     
Total recoveries
    3,193       1,310       2,218       2,741       4,491  
     
Net (charge-offs) recoveries
    (166,228 )     (97,391 )     (20,424 )     (6,164 )     1,797  
Provision 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  
     
     The year-over-year increases in the provision for loan losses and charge-offs for 2007, 2008 and 2009 compared to the prior periods resulted primarily from the rapid decline in real estate values nationally and in Florida, the substantial downturn in the homebuilding industry and the deteriorating economic environment that began in 2007. BankAtlantic has a high concentration of commercial borrowers in the homebuilding industry and the majority of its residential and consumer home equity loans are to retail customers. The ability of these retail customers to repay their loans is adversely affected by rising unemployment rates. In December 2009, the national unemployment rate rose to 10% and the Florida unemployment rate more than doubled from 4.1% at December 31, 2007 to 7.6% at December 31, 2008 to 11.8% at December 31, 2009. Rising national unemployment has resulted in higher delinquencies and foreclosures on residential real estate loans, including the jumbo residential loans which comprise the majority of our residential loan portfolio. We believe rising unemployment and declining property values have resulted in higher credit losses. The declines in the value of real estate, which initially involved primarily residential real estate but are now being experienced in the commercial non-residential real estate markets, have exacerbated our credit losses as the underlying collateral values of our loans have continued to decline throughout the three year period. The recession, falling real estate values and high unemployment are adversely affecting residential and commercial non-residential real estate markets. BankAtlantic believes that its commercial borrowers are experiencing difficulties selling real estate inventory and maintaining current cash flow levels on rental real estate properties. We believe that if real estate and general economic conditions and unemployment trends in Florida do not improve, the credit quality of our loan portfolio will continue to deteriorate and we would expect an increase in loan delinquencies and non-accrual loan balances as well as additional provisions for loan losses in future periods. Additionally, if jumbo residential loan delinquencies and foreclosures continue to increase nationwide, additional provisions for losses in our residential loan portfolio may be required.
     We continued to incur losses in our commercial residential real estate and consumer home equity loan portfolios. We also began experiencing higher losses during 2009 in our commercial non-residential, residential and small business loan portfolios as the deteriorating economic environment has adversely impacted these borrowers. In response to these trends, we have significantly reduced purchases of residential loans and tightened consumer home equity loan underwriting requirements for new loans and froze certain borrowers’ home equity loan commitments where borrowers’ current credit scores were significantly lower than at the date of loan origination or where current collateral values were substantially lower than at loan origination.
     We believe that the increase in charge-offs trends of commercial real estate, consumer home equity and residential loans during the three year period ending December 31, 2009 primarily reflects the significant increase in unemployment and declining real estate values. The significant increase in commercial real estate loan charge-offs primarily resulted from our commercial residential development

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loans and secondarily from our commercial non-residential real estate loans. The majority of the commercial residential development loan charge-offs during 2009 were from updated loan collateral fair value estimates reflecting the continued deterioration in the Florida residential real estate market. We are hopeful that charge-offs and non-performing commercial residential loans may have peaked and may decline in future periods due to significant reductions in outstanding balances from December 2008 to December 2009; however, this may not be the case and there is no assurance that we will not experience the same or higher levels of charge-offs and non-accrual loans in this category. With respect to commercial nonresidential loans we expect that charge-offs in commercial non-residential loans may escalate if market conditions do not improve or deteriorate further. The increasing levels of small business charge-offs during the three year period ended December 31, 2009, we believe, reflects the deteriorating financial condition of our borrowers’ businesses caused, in part, by reduced consumer spending and the depressed real estate industry.

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

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(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.
     Non-performing assets were substantially higher at December 31, 2009, 2008 and 2007 compared to the prior two years. The increase in non-performing assets during 2006 compared to 2005 resulted from a repossessed commercial real estate property during 2006. This property was further impaired by $7.2 million during 2007 and $3.1 million during 2009.
     The increase in non-accrual loans during the three year period ended December 31, 2009 reflects the general deterioration in the national and Florida economy, high unemployment, and the depressed residential real estate market as home prices throughout the country and in Florida continued to decline and it is taking longer than historical time-frames to foreclose on and sell homes. Residential mortgage delinquencies were at record highs nationally during the fourth quarter of 2009. Non-accrual commercial and small business loans increased primarily due to the deteriorating financial condition of certain of our borrowers, which we believe is the result of Florida’s depressed economy and a reduction in consumer spending associated with high unemployment. The increase in commercial real estate non-accrual loans during the three year period ended December 31, 2009 reflects the migration of commercial residential loans to a non-accrual classification as well as weaknesses in the commercial non-residential market during 2009 resulting in an increase in troubled shopping center and office building loans. Commercial non-accrual loans at December 31, 2009 and 2008 were favorably impacted by transferring $101.5 million of non-accrual commercial loans to a work-out subsidiary of the Parent Company in March 2008.
     The higher repossessed assets balances at December 31, 2009 compared to prior periods reflect increased foreclosures of commercial real estate and residential loans. BankAtlantic attempts to modify loans to credit worthy borrowers; however, the majority of BankAtlantic’s non-accrual commercial real estate loans are collateral dependent resulting in BankAtlantic having few viable alternatives other than initiating the foreclosure process. We also initiate the foreclosure process on non-accrual residential loans upon unsuccessful loan modification attempts. As a consequence of the increasing non-accrual loans, we expect repossessed assets to significantly increase in the foreseeable future.
     BankAtlantic’s potential problem loans at December 31, 2009 have significantly increased compared to prior periods primarily due to an increase in troubled debt restructured loans. In response to current market conditions, BankAtlantic has developed loan modification programs for certain borrowers experiencing financial difficulties. During the year ended December 31, 2009, BankAtlantic modified the terms of certain commercial, small business, residential and consumer home equity loans. Generally, the

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concessions made to borrowers experiencing financial difficulties were the reduction of the loan’s contractual interest rate, conversion of amortizing loans to interest only payments or the deferral of interest payments to the maturity date of the loan. Loans that are not delinquent at the date of modification are generally not placed on non-accrual. Modified non-accrual loans are not returned to an accruing status and BankAtlantic does not reset days past due on delinquent modified loans until the borrower demonstrates a sustained period of performance under the modified terms, which is generally performance over a six month period. However, there is no assurance that the modification of loans will result in increased collections from the borrower or that modified loans which return to an accruing status will not subsequently return to nonaccrual status.
     BankAtlantic’s troubled debt restructured loans by loan type were as follows (in thousands):
                                                 
    As of December 31,  
    2009     2008     2007  
    Non-accrual     Accruing     Non-accrual     Accruing     Non-accrual     Accruing  
     
Commercial
  $ 32,225       83,768             25,843             2,488  
Small 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  
            =  
     Commercial residential loans continue to constitute the majority of non-performing commercial real estate loans; however, BankAtlantic is experiencing unfavorable credit quality trends in commercial loans collateralized by commercial land and retail income producing properties and may experience higher non-performing loans in these loan categories in future periods. BankAtlantic’s commercial loan portfolio includes large loan balance lending relationships. Seven relationships account for 50% of our $167.9 million of non-accrual commercial real estate loans as of December 31, 2009. The following table outlines general information about these relationships as of December 31, 2009 (in thousands):
                                             
    Unpaid                            
    Principal   Book   Specific   Date loan   Date Placed   Default   Collateral   Date of Last
Relationships   Balance   Value   Reserves   Originated   on Nonaccrual   Date (4)   Type   Full Appraisal
 
Residential Land Developers
                                           
 
                                           
Relationship No. 1 (2)
    25,000       19,200       2,232     Q4-2004   Q4-2008   Q4-2008   Land A&D (5)   Q4-2009
 
                                           
Relationship No. 2
    12,949       12,949       3,624     Q4-2005   Q4-2009   Q4-2009   Land A&D (5)   Q1-2009
 
                                           
Relationship No. 3 (1)
    20,016       12,366       10,856     Q3-2004   Q3-2007   Q4-2007   Builder Land   Q4-2009
Relationship No. 4 (2), (3)
    13,996       10,867       7,303     Q3-2004   Q4-2008   Q1-2009   Builder Land   Q4-2009
 
                                           
Relationship No. 5 (2)
    12,360       10,064       4,500     Q3-2006   Q1-2009   Q1-2009   Land A&D (5)   Q4-2009
                         
 
                                           
Total
    84,321       65,446       28,515                      
                         
Commercial Land Developers
                                           
 
                                           
Relationship No. 6
    10,779       10,779           Q3-2007   Q4-2009   Q3-2009   Commercial Land   Q4-2009
 
                                           
Relationship No. 7 (2)
    10,537       8,137       3,964     Q4-2004   Q3-2008   Q1-2009   Commercial Land   Q4-2009
                         
 
                                           
Total
    21,316       18,916       3,964                      
                         
Total 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.

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(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”).
     The loans that comprise the above relationships are all collateral dependent. As such, we established specific reserves or recognized partial charge-offs on these loans based on our determination of the fair value of the collateral less costs to sell. The fair value of the collateral was determined using unadjusted third party appraisals for all relationships. BankAtlantic performs quarterly impairment analyses on these credit relationships and may reduce appraised values if market conditions significantly deteriorate subsequent to the appraisal date. However, BankAtlantic’s policy is to obtain a full appraisal within one year from the date of the prior appraisal, unless the loan is in the process of foreclosure. A new appraisal is obtained at the date of foreclosure.
     Our residential loan portfolio does not include negative amortization, option ARM or subprime products; however, the majority of our residential loans are purchased residential jumbo loans and certain of these loans could potentially have outstanding loan balances significantly higher than related collateral values as a result of real estate value declines in the housing markets. Additionally, loans that were originated during 2005, 2006 and 2007 have experienced greater deterioration in collateral value than loans originated in prior years resulting in higher loss experiences in these groups of loans. Also, California, Florida, Arizona and Nevada are states that have experienced especially elevated foreclosures and delinquency rates.
     Our purchased residential loan portfolio includes interest-only loans. The terms of these loans provide for possible future increases in a borrower’s loan payments when the contractually required repayments increase due to interest rate changes and the required amortization of the principal amount begins. These payment increases could affect a borrower’s ability to meet the debt service on or repay the loan and lead to increased defaults and losses which could result in additional provisions for residential loan losses.
     At December 31, 2009, BankAtlantic’s residential loan portfolio included $776.2 million of interest-only loans. Approximately $33.3 million of interest only residential loans became fully amortizing during the year ending December 31, 2009 and $65.2 million interest only residential loans are scheduled to reset during the year ending December 31, 2010.
     The following table presents relevant data regarding our purchased residential loans by year of origination segregated by amortizing and interest only loans (dollars in thousands):
                                                         
                                                    Average  
    Amortizing Purchased Residential Loans Debt Ratios  
    Carrying     LTV at     Current     FICO Scores     Current     Amount     at Origination  
Year 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 %
                 

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    Interest Only Purchased Residential Loans     Average
                    Current   FICO   Current           Debt Ratios
Year of   Carrying   LTV at   LTV   Scores   FICO Scores   Amount   at Origination
Origination   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 %
     
     The following table presents relevant data regarding our purchased residential loans by geographic area segregated by amortizing and interest only loans (dollars in thousands):
                                                         
    Amortizing Purchased Residential Loans   Average
                    Current   FICO   Current           Debt Ratios
    Carrying   LTV at   LTV   Scores   FICO Scores   Amount   at Origination
State   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   Average
                    Current   FICO   Current           Debt Ratios
    Carrying   LTV at   LTV   Scores   FICO Scores   Amount   at Origination
State   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.
     The table below presents the allocation of the allowance for loan losses by various loan classifications (“Allowance for Loan Losses”), the percent of allowance to each loan category (“ALL to gross loans percent”) and the percentage of loans in each category to gross loans (“Loans to gross loans percent”). The allowance shown in the table should not be interpreted as an indication that charge-offs in

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future periods will occur in these amounts or percentages or that the allowance accurately reflects future charge-off amounts or trends (dollars in thousands):
                                                                         
    December 31, 2009     December 31, 2008     December 31, 2007  
            ALL     Loans             ALL     Loans             ALL     Loans  
            to gross     by             to gross     by             to gross     by  
    ALL     loans     category     ALL     loans     category     ALL     loans     category  
    by     in each     to gross     by     in each     to gross     by     in each     to gross  
    category     category     loans     category     category     loans     category     category     loans  
Commercial 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       32.78  
 
                                                                       
Small business
    7,998       2.56       8.02       8,133       2.49       7.20       4,576       1.44       6.43  
Residential real estate
    27,000       1.74       39.85       6,034       0.31       42.56       4,177       0.19       43.82  
 
                                                                       
Consumer
    42,417       6.14       17.70       32,382       4.35       16.40       9,651       1.37       14.32  
Discontinued loan products
                                                     
 
                                                           
 
                                                                       
Total assigned
    173,588                       125,572                       94,020                  
 
                                                                       
Unassigned
          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, 2005  
            ALL     Loans             ALL     Loans  
            to gross     by             to gross     by  
    ALL     loans     category     ALL     loans     category  
    by     in each     to gross     by     in each     to gross  
    category     category     loans     category     category     loans  
Commercial 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       45.20  
 
                                               
Small business
    4,495       1.58       5.57       2,640       1.12       4.43  
Residential real estate
    4,242       0.20       42.33       2,592       0.13       38.53  
 
                                               
Consumer
    7,874       1.34       11.49       6,354       1.17       10.19  
Discontinued loan products
                0.00       156       12.92       0.02  
 
                                           
 
                                               
Total assigned
    43,602                       31,714                  
 
                                               
Unassigned
          N/A       N/A       9,478       N/A       N/A  
 
                                       
 
  $ 43,602       0.85       100.00       41,192       0.78       100.00  
 
                                       

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     Included in allowance for loan losses in the above table were specific reserves. BankAtlantic’s specific reserves by loan type were as follows (in thousands):
                                         
    As of December 31,  
    2009     2008     2007     2006     2005  
Commercial
  $ 42,697       29,208       17,609              
Small business
    753       300       200              
 
                                       
Consumer
    4,621                          
 
                                       
Residential
    8,784                          
 
                             
 
                                       
Total
  $ 56,855       29,508       17,809              
 
                             
     Residential real estate and home equity consumer loans that are 120 days past due were generally written down to estimated collateral value less costs to sell. As a consequence of longer than historical timeframes to foreclose and sell residential real estate and the rapid decline in residential real estate values where our collateral is located, BankAtlantic began performing quarterly impairment evaluations during 2009 on residential real estate and real estate secured consumer loans that were written down in prior periods to determine whether specific reserves were necessary for further estimated market value declines. BankAtlantic also may establish specific reserves on loans that are individually evaluated for impairment (generally commercial and small business loans). The significant increase in commercial loan specific reserves reflects declines in collateral values as of December 31, 2009.
     Commercial real estate loans account for the majority of the allowance for loan losses for each of the years in the five year period ended December 31, 2009. The commercial real estate loan allowance as of December 31, 2005 primarily reflected allowance for loan losses based on increases or decreases in high balance loans. The increase in the allowance for commercial real estate loans during 2006 was associated with a slow-down in the homebuilding industry. The substantial increase in the commercial real estate allowance for loan losses during 2007, 2008 and 2009 resulted in large part from a rapid and prolonged deterioration in the Florida real estate market, generally, and the significant downturn in the residential real estate market nationally. During 2008 and 2007, home sales and median home prices declined significantly on a year-over-year basis in all major metropolitan areas in Florida, with conditions deteriorating rapidly during the fourth quarter of 2008 in response to the overall loss of confidence in the financial markets. The housing industry was experiencing a dramatic downturn and market conditions in the housing industry continued to worsen throughout 2008 reflecting, in part, decreased availability of mortgage financing for residential home buyers, reduced demand for new construction resulting in a significant over-supply of housing inventory, and increased foreclosure rates. During 2009, the decline in median home prices slowed and medium to low priced home sales began to recover from the 2008 lows. However, we believe that a portion of the increased sales and slow down of price declines may have been attributable to low mortgage interest rates and the impact of the first-time home buyer tax credits and may not be sustainable. Also, during 2009 we began experiencing higher levels of commercial non-residential real estate classified assets and charge-offs resulting from declining real estate values and financial difficulties of our borrowers who experienced reduced cash flows from declining rental income. Accordingly, the allowance for loan losses for commercial real estate loans was increased to reflect higher estimated losses for this loan product as the current economic and market conditions have resulted in unfavorable delinquency trends. We believe that

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the loss severities associated with these loans may be less significant than our commercial residential development loans as the underlying collateral associated with these loans is generally income producing. However, if economic conditions do not improve, there is no assurance that we will not experience significantly increased delinquencies and charge-offs in our commercial non-residential loan portfolio.
     There are three categories of loans in our commercial residential development loan portfolio that have resulted in the majority of losses in our commercial real estate loan portfolio. The loan balance in these categories aggregated $226.9 million at December 31, 2009. These categories are as follows:
     The “builder land bank loan” category consists of 7 loans and aggregates $43.7 million at December 31, 2009. This category consists of land loans to borrowers who have or had land purchase option agreements with regional and/or national builders. These loans were originally underwritten based on projected sales of the developed lots to the builders/option holders, and timely repayment of the loans is primarily dependent upon the sale of the property pursuant to the options. If the lots are not sold as originally anticipated, BankAtlantic anticipates that the borrower may not be in a position to service the loan, with the likely result being an increase in nonperforming loans and loan losses in this category. The number of homebuilders who have publicly announced that they are, or are contemplating, terminating these options or seeking bankruptcy protection substantially increases the risk that the lots will not be acquired as contemplated. Six loans in this category totaling $42.6 million were on non-accrual at December 31, 2009. BankAtlantic established $23.2 million of specific reserves on these loans as of December 31, 2009.
     The “land acquisition and development loan” category consists of 27 loans and aggregates $171.9 million and generally consists of loans secured by residential land which is intended to be developed by the borrower and sold to homebuilders. These loans are generally underwritten more stringently than builder land bank loans, as an option agreement with a regional or national builder did not exist at the origination date. Ten loans in this category totaling $60.2 million were on non-accrual at December 31, 2009. BankAtlantic established $7.1 million of specifics reserves on these loans as of December 31, 2009.
     The “land acquisition, development and construction loan” category consists of 6 loans and aggregates $11.3 million. This category generally consists of loans secured by residential land which will be fully developed by the borrower who may also construct homes on the property. These loans generally involve property with a longer investment and development horizon, are guaranteed by the borrower or individuals and/or are secured by additional collateral or equity such that it is expected that the borrower will have the ability to service the debt for a longer period of time. One loan in this category totaling $3.8 million was on non-accrual at December 31, 2009.
     BankAtlantic during 2009 experienced heightened delinquencies and charge-offs associated with commercial non-residential land loans and commercial non-residential loans. At December 31, 2009, BankAtlantic had 30 commercial land loans totaling $88.5 million with 7 non-accrual loans totaling $32.2 million, and 158 commercial non-residential loans totaling $549.9 million at December 31, 2009 with 12 loans on non-accrual totaling $27.8 million. Commercial land loans consist of loans to acquire non-residential land or loans to acquire and develop a site for non-residential commercial construction. The borrower generally sells the developed site to developers or obtains permanent financing from other lenders to complete the development of the property. Commercial non-residential loans generally represent permanent financing for income producing properties and financing for the construction of income producing properties.
     The allowance for consumer loans has increased for each of the years in the five year period ended December 31, 2009. This increase during 2005 and 2006 was largely associated with the growth in outstanding home equity loans throughout the period and the change in policy during 2004 to permit higher loan-to-value ratio loans based on Beacon scores. The increase in the allowance for loan losses for

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consumer loans during 2007 compared to 2006 reflects unfavorable home equity loan delinquency trends, higher non-performing home equity loans and a significant increase in charge-offs during the fourth quarter of 2007. The significant increase in the allowance for consumer loan losses during 2008 compared to 2007 was primarily due to a significant increase in consumer home equity loan charge-offs, higher non-performing loans and adverse delinquency trends. The adverse delinquency trends continued during 2009 as residential property values in Florida continued to decline.
     The allowance for residential loan losses increased during 2006 compared to 2005 primarily associated with higher loan balances. During 2007, the allowance was maintained at 2006 levels as the portfolio experienced minimal credit losses and no adverse delinquency trends. During 2008, as property values nationwide declined and unemployment rates increased, our residential loan portfolio began experiencing unfavorable delinquency trends and increased charge-offs. These unfavorable delinquency trends accelerated throughout 2009. Jumbo residential loan credit trends for loans originated in 2005, 2006 and 2007 significantly deteriorated during 2009 and losses on prime credit quality jumbo residential loans out-paced losses on other prime based loans. As a consequence of these adverse trends, the residential allowance for loan losses significantly increased at December 31, 2009 compared to the same 2008 and 2007 periods. During 2009, residential loan delinquencies continued to increase and modified residential loans are expected to re-default at a high rate, which should result in continued high foreclosure rates. The anticipated resetting during 2010 of option adjustable rate mortgages held by other institutions is also expected to increase foreclosure rates. Residential home prices are forecasted to decline in most markets during 2010 with the worst forecasted declines in the Arizona, California, Florida and Nevada markets. A decline in residential home prices during 2010 may also result in additional delinquencies and losses in our commercial residential real estate portfolio in subsequent periods.
     The allowance for small business loan losses increased during 2006 compared to 2005 primarily associated with higher loan balances. During 2007, the allowance was maintained at 2006 levels as delinquency trends and credit losses remained at 2006 levels. As economic conditions worsened during the latter half of 2008, we began experiencing adverse trends and higher credit losses in our small business loan portfolio. In response to these adverse trends we increased the small business allowance for loan losses by 78% at December 31, 2008 compared to December 31, 2007. During 2009, the small business allowance for loan losses was maintained at 2008 levels as we have seen a recent stabilization of delinquencies and charge-offs trends; however, there is no assurance that these trends will continue.
     As discussed in Item 1A. Risk Factors and elsewhere in this annual report on Form 10-K, in the event of a sustained decline in real estate markets, and residential real estate in particular, and a sustained slowdown in the economy in general, we may experience further deterioration in the credit quality and performance of our loan portfolio. As a consequence, if conditions do not improve, we will experience an increase in levels of non-performing assets and these increases will likely be experienced across various loan categories.
BankAtlantic’s Non- Interest Income
     The following table summarizes the significant components of and changes in non-interest income (in thousands):
                                         
    For the Years Ended     Change     Change  
    December 31,     2009 vs     2008 vs  
    2009     2008     2007     2008     2007  
Service 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       9  
 
                                       
Securities activities, net
    11,161       2,395       2,307       8,766       88  
 
                                       
Income from unconsolidated subsidiaries
    479       1,509       1,219       (1,030 )     290  
 
                                       
Gains on sales of loans
    467       265       494       202       (229 )
Other
    11,904       10,275       8,803       1,629       1,472  
     
 
                                       
Non-interest income
  $ 129,292       137,308       144,412       (8,016 )     (7,104 )
     

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     The lower revenues from service charges on deposits during the year ended December 31, 2009 compared to the same 2008 period primarily resulted from lower overdraft fee income. This decrease in overdraft fee income reflects a decline in the total number of accounts which incurred overdraft fees and a decrease in the frequency of overdrafts per deposit account. We believe that the decline in the number of accounts incurring overdraft fees is primarily the result of our focus on targeting customers who maintain deposit accounts with higher balances and secondarily the result of a change in customer behavior in response to the current adverse economic environment. The Federal Reserve has recently adopted new overdraft rules effective July 1, 2010 prohibiting banks from automatically enrolling customers in overdraft protection programs. Additionally, Congress has proposed legislation to further limit the assessment of overdraft fees. This legislation and current public focus on overdraft fees may alter customer behavior and further reduce our overdraft fee income in subsequent periods.
     The lower revenue from service charges on deposits during 2008 compared to 2007 was primarily due to lower overdraft fee income. This decline in overdraft fees primarily resulted from lower net overdraft assessments and more stringent criteria for allowing customer overdrafts in response to increasing check losses. Also contributing to reduced fee income during 2008 was a decline in new deposit account openings resulting, in part, from a management decision to reduce overall marketing and advertising expenses and the competitive deposit gathering environment.
     The slight increase in other service charges and fees during 2009 compared to 2008 was primarily due to higher fees associated with a new vendor contract and an increase in cruise ship surcharge income associated with an increased number of automated teller machines (“ATM”) on cruise ships.
     Other service charges and fees during 2008 remained at 2007 levels as higher ATM fees from cruise ships was offset by lower debit card transaction volume. Also, the decline in the number of new deposit account openings during 2008 resulted in lower service charge fees.
     Securities activities, net during the year ended December 31, 2009 includes $11.2 million of gains from the sales of $284.0 million of agency securities. The net proceeds from the sales of securities were used to pay down FHLB advances.
     Securities activities, net during the year ended December 31, 2008 includes $1.0 million of gains from the sale of MasterCard International stock obtained in MasterCard’s initial public offering in September 2006. Additionally, BankAtlantic sold $210.4 million of agency securities and realized gains of $0.9 million. BankAtlantic also recognized gains of $0.4 million in connection with the execution of covered calls on its agency securities portfolio.
     Securities activities, net during the year ended December 31, 2007 includes $3.4 million of gains from the sale of MasterCard International stock. This gain was partially offset by $1.6 million of realized losses from the sale of $399.2 million of municipal securities and $105.8 million of agency securities available for sale. The municipal securities were sold because the lower tax-free returns on these securities were not beneficial to the Company in light of the losses incurred during 2007 and the agency securities were sold in response to changes in market interest rates and related changes in the securities’ prepayment risk.
     Income from unconsolidated subsidiaries for 2009, 2008 and 2007 represents $0.5 million, $0.5 million and $0.2 million, respectively, of equity earnings in a joint venture that factors receivables. Income

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from unconsolidated subsidiaries for 2008 and 2007 also includes $1.0 million and $1.6 million, respectively, of equity earnings from joint ventures that manage income producing rental real estate properties.
     Loss on the disposition of property and equipment during the year ended December 31, 2008 and 2007 primarily represents the write-off of leasehold improvements associated with the relocation of stores and the consolidation of back-office facilities.
     Gains on loan sales during each of the years in the three year period ended December 31, 2009 were primarily from the sale of residential loans originated with the assistance of independent mortgage brokers.
     The increase in other non-interest income for the year ended December 31, 2009 compared to the same 2008 period was primarily the result of higher commissions earned on the sale of investment products to BankAtlantic’s customers. Commissions from the sales of investment products for the year ended December 31, 2009, 2008 and 2007 were $4.0 million, $2.1 million and $0.7 million, respectively.
     The increase in other non-interest income for 2008 compared to 2007 was primarily the result of $1.4 million of higher commissions earned on the sale of investment products to customers and a $1.1 million write-off of leasehold improvements associated with the relocation of stores and the consolidation of back-office facilities. This increase in other non-interest income was partially offset by a $1.1 million decline in fee income from the outsourcing of our check clearing operation as low short-term interest rates reduced our earnings credit on outstanding checks.
BankAtlantic’s Non- Interest Expense
     The following table summarizes the significant components and changes in non-interest expense (in thousands):
                                         
    For the Years Ended     Change     Change  
    December 31,     2009 vs     2008 vs  
    2009     2008     2007     2008     2007  
Employee 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       2,713  
Advertising 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       1,238  
Provision for tax certificates
    3,388       7,286       300       (3,898 )     6,986  
Restructuring 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 )     48,284  
FDIC special assessment
    2,428                   2,428        
Other
    28,272       26,990       25,617       1,282       1,373  
     
Total non-interest expense
  $ 258,799       330,623       313,898       (71,824 )     16,725  
     

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     BankAtlantic’s non-interest expense for 2009, 2008 and 2007 was $258.8 million, $330.6 million and $313.9 million, respectively. Excluding $29.9 million, $59.6 million and $20.9 million of impairments, restructuring charges and costs associated with debt redemptions, BankAtlantic’s non-interest expense would have been $228.9 million, $271.1 million and $293.0 million, for 2009, 2008 and 2007, respectively. The reduction in non-interest expense during the three year period reflects management’s efforts to reduce expenses and increase operating efficiencies. In response to the adverse economic environment, we delayed our store expansion program, consolidated certain back-office facilities, sold five central Florida stores, renegotiated vendor contracts, continued staff reductions, out-sourced certain back-office functions and initiated other targeted expense reduction programs. Management is continuing to explore opportunities to further reduce operating expenses and increase operating efficiencies; however, there is no assurance that we will be successful in these efforts.
     The substantial decline in employee compensation and benefits during each of the years in the three year period ended December 31, 2009 resulted primarily from workforce reductions in March 2007, April 2008 and March 2009, normal attrition, as well as declines in personnel related to the implementation in December 2007 of reduced store lobby and call center hours. In March 2007, BankAtlantic reduced its work force by 225 associates, or 8%; in April 2008, BankAtlantic reduced its work force by 124 associates, or 6%; and in March 2009, BankAtlantic’s workforce was further reduced by 130 associates, or 7%. As a consequence of the work force reductions and normal attrition, the number of full-time equivalent employees declined from 2,618 at December 31, 2006 to 1,538 at December 31, 2009, or 41%, while the store network expanded from 88 stores at December 31, 2006 to 100 stores at December 31, 2009. The decline in the work force resulted in lower employee benefits, payroll taxes and recruitment advertising. Also contributing to the decline in compensation, was the discontinuation of the 401(k) Plan employer match and the employee profit sharing plan. Costs associated with these benefit Plans were $0.7 million, $4.9 million and $4.9 million for the years ended December 31, 2009, 2008 and 2007, respectively. The substantial reduction in the workforce as well as the related decrease in employee benefits was partially offset during 2009 by higher pension costs associated with BankAtlantic’s frozen defined benefit plan. BankAtlantic recognized pension income of $0.2 million for each of the years in the two years ended December 31, 2008 and pension expense of $2.0 million for the year ended December 31, 2009. Share-based compensation expense was $2.0 million, $1.2 million and $3.3 million during the years ended December 31, 2009, 2008 and 2007, respectively. The Company did not grant share based awards to employees during 2009 and 2008 and reversed prior period share based compensation expense as the forfeiture rate on outstanding options was increased from 18% to 40% reflecting the significant reduction in the workforce throughout the three year period.
     The decline in occupancy and equipment during the year ended December 31, 2009 compared to the 2008 year primarily resulted from the consolidation of back-office facilities, the renegotiation of vendor contracts and the sale of five central Florida branches during the second quarter of 2008. As a consequence of these actions, rent expense declined by $1.8 million, depreciation expense by $2.4 million and maintenance costs by $2.1 million for the year ended December 31, 2009 compared to the 2008 year.
     Occupancy and equipment expenses for 2008 declined slightly from 2007. During the year ended December 31, 2008, BankAtlantic consolidated two call center operations into one call center in Orlando, Florida, sold five central Florida stores to an unrelated financial institution, terminated certain back-office lease agreements and renegotiated various vendor contracts. The above expense reduction actions were partially offset by higher depreciation and real estate tax expenses associated with the 2007 store network expansion initiatives.
     The higher professional fees for 2009 compared to 2008 were mainly associated with legal costs in connection with loan modifications, commercial loan work-outs, class-action securities litigation and tax certificate activities litigation. Management believes that these matters will continue during 2010 and may result in elevated legal costs in future periods.
     The higher professional fees for 2008 compared to 2007 primarily resulted from increased legal fees as well as higher supervisory and examination fees. The supervisory and exam fees related to consulting fees in connection with a review of our commercial loan portfolio.

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     During the year ended December 31, 2009, BankAtlantic changed its advertising focus from growing deposit account volume to enhancing BankAtlantic’s relationship with customers. As a result, BankAtlantic significantly reduced direct mail advertising and reduced gifts to customers upon the opening of deposit accounts. Direct mail advertising and customer gift expenses declined from $10.1 million for the year ended December 31, 2008 to $3.2 million during the same 2009 period.
     The decline in advertising expenses for 2008 compared to 2007 primarily resulted from lower promotional costs for store grand openings and a management decision to reduce overall marketing as part of expense reduction initiatives. BankAtlantic opened 15 stores during 2007, 3 stores during 2008 and BankAtlantic did not open any stores during 2009.
     We believe that the substantial decline in check losses during each of the years in the three year period ended December 31, 2009 primarily related to more stringent overdraft policies implemented during 2008 as well as lower volume of new account growth.
     The lower telecommunication costs for each of the years in the three year period ended December 31, 2009 primarily resulted from switching to a new vendor on more favorable terms during 2008.
     Amortization of intangible assets consisted of the amortization of acquired core deposit intangible assets, which are being amortized over an estimated life of ten years.
     The costs associated with debt redemptions were the result of prepayment penalties incurred upon the prepayment of $760 million and $692 million of FHLB advances in 2009 and 2008. The prepayments in 2009 and 2008 were part of an initiative to improve our liquidity and net interest margin as short term borrowing interest rates were at historical lows.
     The significant increase in the provision for tax certificate losses during 2009 and 2008 compared to 2007 reflects higher charge-offs and increases in the allowance for tax certificate losses primarily related to certificates acquired through bulk purchases in markets which are now distressed. We ceased the bulk acquisition of tax certificates and our out-of-state tax certificate portfolio has been reduced through redemptions.
     Restructuring charges, impairments and exit activities during 2009 reflect a $2.1 million severance charge in connection with the March 2009 workforce reduction, and $2.5 million of asset impairments and lease obligation costs associated with the decision to sell properties or terminate leases in connection with the delay of our store expansion initiative.
     Restructuring charges, impairments and exit activities during 2008 reflect a $2.2 million severance charge in connection with the April 2008 workforce reduction and $5.0 million of asset impairments and lease obligation costs. Also included in restructuring charges is a $0.3 million loss on the sale of five central Florida stores to an unrelated financial institution.
     The restructuring charges, impairments and exit activities during 2007 reflect the March 2007 workforce reduction and impairment and lease obligation costs associated with our decision to delay store expansion.
     Real estate held for sale consists of land acquired for branch expansion and a real estate development acquired in connection with the acquisition of a financial institution during 2002. During the year ended December 31, 2009, 2008 and 2007, BankAtlantic recognized impairments on the real estate development of $3.9 million, $1.2 million and $5.2 million, respectively. During 2008, BankAtlantic sold all vertical construction associated with the real estate development, and the remaining real estate inventory consists of developed and undeveloped lots. During 2009 BankAtlantic recognized $0.8 million of impairments on land acquired for branch expansion.
     Real estate owned impairments during 2009 resulted primarily from a $3.1 million write-down

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associated with a real estate development acquired during the fourth quarter of 2006 when BankAtlantic took possession of the collateral securing a land acquisition and development loan and secondarily, from write-downs of residential and tax certificate real estate owned. Impairment of real estate owned during 2008 was primarily associated with properties in distressed markets acquired through tax certificate activities. Real estate owned impairments during 2007 resulted from the repossession of the land acquisition and development loan mentioned above.
     BankAtlantic tests goodwill for potential impairment annually or during interim periods if impairment indicators exist. Based on the results of an interim impairment evaluation, BankAtlantic recorded an impairment charge of $9.1 million during the three months ended March 31, 2009. BankAtlantic performed its annual goodwill impairment test as of September 30, 2009 and determined that its remaining goodwill of $13.1 million in its capital services reporting unit was not impaired, as the fair value of our capital services reporting unit exceeded the fair value of the net assets by $22.6 million. If market conditions do not improve or deteriorate further, BankAtlantic may recognize additional goodwill impairment charges in future periods.
     Based on the results of a goodwill impairment evaluation during 2008, BankAtlantic recorded an impairment charge of $48.3 million. All goodwill in the amount of $31.0 million relating to BankAtlantic’s commercial lending and all goodwill in the amount of $17.3 million relating to BankAtlantic’s community banking reporting units was determined to be impaired. The impairments in the community banking and commercial lending business units reflect the on-going negative trends in the financial services industry affecting the Company’s market capitalization and the credit quality of BankAtlantic’s loan portfolios.
     In October 2008, the FDIC adopted a restoration plan to restore its insurance fund to a predefined level. In June 2009, the FDIC imposed a special assessment on all depository institutions of five basis points on adjusted total assets. BankAtlantic’s portion of the FDIC depository institution special assessment was $2.4 million.
     The increase in other non-interest expense for the year ended December 31, 2009 compared to the same 2008 period relates to higher deposit insurance premiums. BankAtlantic’s deposit insurance premium was $8.6 million, $2.8 million and $0.5 million for the years ended December 31, 2009, 2008 and 2007, respectively. These higher deposit insurance premiums were partially offset by lower general operating expenses during 2009 and 2008 related to management’s expense reduction initiatives.
     The higher other expenses during 2008 compared to 2007 resulted primarily from a $2.3 million increase in BankAtlantic’s deposit premium assessments as the credit held by BankAtlantic against its deposit premium assessments relating back to the early 1990’s was exhausted and BankAtlantic began paying the full deposit premium during the second quarter of 2008. BankAtlantic also incurred $3.3 million of increased property maintenance costs associated with real estate owned and non-performing loans. These increases in other expenses were partially offset by lower general operating expenses directly related to management’s expense reduction initiatives.
BankAtlantic’s Provision for Income Taxes
                                         
    For the Years Ended     Change     Change  
    December 31,     2009 vs     2008 vs  
($ in thousands)   2009     2008     2007     2008     2007  
Loss 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 %                
                     

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     The difference between the effective tax rate and the expected federal income tax rate of 35% during 2009 was due primarily to a change in tax laws in November 2009 that extended the net operating loss carry back period for 2009 taxable losses from two years to five years resulting in BankAtlantic recognizing a $31.7 million income tax benefit. Due to BankAtlantic’s recent history of losses and the sustained deterioration in economic conditions, BankAtlantic maintains a deferred tax valuation allowance for its entire amount of net deferred tax assets.
     The difference between the effective tax rate and the expected federal income tax rate of 35% during 2008 was primarily due to the disallowance of tax benefits associated with the current year losses and net deferred tax assets as a result of the establishment of a deferred tax valuation allowance.
     The difference in the effective tax rate and the expected federal income tax rate during 2007 was primarily due to tax exempt income from municipal securities and benefits for state taxes due to allocations of earnings or losses among various state tax jurisdictions. BankAtlantic’s entire portfolio of tax-exempt securities was sold during the fourth quarter of 2007.

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Parent Company Results of Operations
     The following table is a condensed income statement summarizing the Parent Company’s segment results of operations (in thousands):
                                         
    For the Years Ended     Change     Change  
    December 31,     2009 vs     2008 vs  
    2009     2008     2007     2008     2007  
Net interest income (expense):
                                       
 
                                       
Interest income on loans
  $ 352       261             91       261  
Interest 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       1,792  
         
 
                                       
Net interest expense
    (14,962 )     (19,817 )     (20,734 )     4,855       917  
 
                                       
Provision for loan losses
    (18,414 )     (24,418 )           6,004       (24,418 )
Net interest expense after
                                       
         
 
                                       
Provision 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       203  
         
 
                                       
Non-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       625  
Professional fees
    2,055       1,782       424       273       1,358  
 
                                       
Advertising and promotion
    251       279       317       (28 )     (38 )
 
                                       
Other
    1,658       3,634       1,080       (1,976 )     2,554  
         
 
                                       
Non-interest expense
    9,000       8,741       4,242       259       4,499  
         
 
                                       
Loss 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 )
         
     Parent Company interest on loans during 2009 and 2008 represented interest income of $3.1

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million and $2.3 million, respectively, on commercial business loans acquired in a March 2008 loan transfer from BankAtlantic. These loans were returned to an accrual status during 2008 as the borrowers’ cash flow improved upon obtaining tenants for properties serving as collateral.
     Interest and dividend income on investments during the year ended December 31, 2009 was comprised primarily of earnings from a BankAtlantic reverse repurchase agreement account and dividends from an equity investment. Interest and dividend income on investments during each of the years in the two year period ended December 31, 2008 was comprised primarily of interest and dividends associated with a portfolio of debt and equity securities managed by a money manager as well as earnings from a reverse repurchase account with BankAtlantic. Earnings from the BankAtlantic reverse repurchase account were $28,000, $0.2 million and $0.3 million, respectively, during the years ended December 31, 2009, 2008 and 2007. The significant decline in interest and dividends on investments during 2008 and 2009 compared to 2007 resulted from the liquidation of the $54.2 million managed investment portfolio during the first quarter of 2008.
     Interest expense for the years ended December 31, 2009, 2008 and 2007 represents interest expense recognized on the Parent Company’s junior subordinated debentures. The decline in interest expense during 2009 compared to 2008 reflect the historically low three month LIBOR interest rates during 2009. The decline in interest rates was partially offset by interest accrued on the junior subordinated debentures’ deferred interest. As previously discussed, the Parent Company has elected to defer the payment of interest on all of its junior subordinated debentures, commencing with the first quarter of 2009. The Parent Company is permitted under the terms of its obligations to defer interest payments for up to 20 consecutive quarterly periods. During the deferral period, interest will continue to accrue on the debentures and on the accrued interest, and the Company will continue to recognize such deferred interest as interest expense in its financial statements. As a consequence, the Parent Company’s junior subordinated debentures average balances increased from $294.2 million during 2008 to $300.0 million during 2009. Average interest rates on junior subordinated debentures decreased from 7.14% during the year ended December 31, 2008 to 5.18% during the same 2009 period due to a decrease in LIBOR.
     The decline in interest expense during 2008 compared to 2007 resulted from lower average interest rates in 2008 partially offset by higher average borrowings. Average interest rates on outstanding junior subordinated debentures decreased from 8.29% during the year ended December 31, 2007 to 7.14% during the same 2008 period as a result of lower short-term interest rates during 2008 compared to 2007. The Parent Company’s junior subordinated debentures average balances were $294.2 million during 2008 compared to $277.9 million during the same 2007 period reflecting the issuance of $30.9 million of junior subordinated debentures during 2007.
     Income from unconsolidated subsidiaries during 2009, 2008 and 2007 represents $0.5 million, $0.6 million and $0.7 million, respectively, of equity earnings from trusts formed to issue trust preferred securities and $0.6 million of equity earnings in income producing real estate joint ventures during the years ended December 31, 2007. The business purpose of the joint ventures was to manage certain rental properties with the intent to sell the properties in the foreseeable future. The Parent Company’s joint ventures were liquidated and the Parent Company does not currently hold any interests in joint ventures.
     During the year ended December 31, 2009, the Parent Company redeemed its investment in a private equity security for a $1.5 million gain and sold shares of Stifel common stock received from the sale of Ryan Beck for a $0.1 million gain. Also, during 2009 the Parent Company recognized a $1.6 million other-than-temporary decline in value from an equity investment in an unrelated financial institution.
     During 2008, the Parent Company sold $54.2 million of equity securities from its managed investment portfolio, $108.4 million of Stifel common stock and warrants to acquire 722,586 shares of Stifel common stock for a net gain of $4.2 million. The majority of the $181.8 million of proceeds from the sale of securities and warrants was used to purchase $94.5 million of non-performing loans from BankAtlantic and to contribute $65 million of capital to BankAtlantic. The Parent Company also recognized other-than-temporary impairment charges of $4.6 million associated with an investment in a private limited partnership and an equity investment in a private placement.
     During 2007, the Parent Company sold $49.5 million of equity securities from its managed investment portfolio for gains of $9.1 million. The majority of the proceeds from the sale of equity securities was used to purchase and retire the Company’s Class A common stock. The Parent Company recognized $0.3 million of unrealized gains from market appreciation of Stifel warrants and recorded an other-than-temporary impairment of $3.3 million associated with an investment in a private limited partnership.

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     Other income during the year ended December 31, 2009, 2008 and 2007 primarily represent fees charged to BankAtlantic for executive management services. These fees are eliminated in the Company’s consolidated financial statements.
     The Parent Company’s compensation expense during the years ended December 31, 2009, 2008 and 2007 represents salaries, benefits and incentives for executive officers and administrative personnel. The higher compensation expense during 2009 compared to 2008 and 2007 primarily reflects higher incentive performance bonuses during 2009. Compensation expense during 2008 also included a $0.6 million reduction in share-based compensation as the forfeiture rate was increased from 18% to 40% to reflect updated historical forfeiture experience. Share-based compensation expense was $1.2 million for the year ended December 31, 2007 compared to $0.4 million and $0.6 million during the years ended December 31, 2009 and 2008. Incentive performance bonuses based on specific performance criteria were $2.9 million, $0.6 million and $0.5 million during the year ended December 31, 2009, 2008 and 2007, respectively.
     During 2009 and 2008, the Parent Company incurred higher professional fees associated with the Securities and Exchange Commission formal investigation, the class-action lawsuits and consulting fees associated with the recapitalization efforts of the Company. Also included in professional fees during 2009 and 2008 were legal costs associated with servicing the non-performing loans held in a work-out subsidiary of the Parent Company. Professional fees during 2007 were primarily legal costs for general corporate matters.
     Advertising costs during each of the years in the three year period ended December 31, 2009 represents investor relations expenditures, the cost of shareholder correspondence and the annual meeting of shareholders.
     The increase in other expenses during the years ended December 31, 2009 and 2008 compared to the same 2007 period reflects $0.9 million and $2.5 million, respectively, for property maintenance costs for non-performing loans in the process of foreclosure. The Parent Company also incurred $0.2 million of loan servicing fees paid to BankAtlantic for each of the years in the two year period ended December 31, 2009 related to the loans held by its asset workout subsidiary. Also included in other expenses for the years ended December 31, 2009, 2008 and 2007 were $0.3 million, $0.3 million and $0.4 million, respectively, of fees paid to BFC for investor relations, risk management and human resources services provided to the Company by BFC.
     The Parent company did not recognize a tax benefit in connection with its 2009 loss. The Parent Company recognized a provision for income taxes of $1.4 million in 2008 and an income tax benefit of $6.2 million in 2007. These amounts represent effective tax rates of 0%, 2.65% and 36.94% for 2009, 2008 and 2007, respectively. The change in the Parent Company’s effective tax rate during the periods was primarily due to the disallowance of tax benefits associated with the Parent Company’s 2009 and 2008 losses as a result of a deferred tax valuation allowance established during 2008 on the Company’s net deferred tax assets.
Credit Quality
     To provide greater flexibility in holding and managing non-performing loans and to improve BankAtlantic’s financial condition, the Parent Company formed an asset workout subsidiary which acquired non-performing commercial and commercial residential real estate loans from BankAtlantic for

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$94.8 million in cash on March 31, 2008. BankAtlantic transferred $101.5 million of non-performing loans to the Parent Company’s subsidiary at the loan’s carrying value inclusive of $6.4 million in specific allowances for loan losses and $0.3 million of escrow balances. The work-out subsidiary of the Parent Company entered into a servicing arrangement with BankAtlantic with respect to these loans.
          The composition of non-performing loans acquired from BankAtlantic as of March 31, 2008 was as follows (in thousands):
         
    Amount  
Nonaccrual loans:
       
Commercial residential real estate:
       
Builder land loans
  $ 32,039  
Land acquisition and development
    19,809  
Land acquisition, development and Construction
    34,915  
 
     
Total commercial residential real estate
    86,763  
Commercial non-residential real estate
    14,731  
 
     
Total non-accrual loans
    101,494  
Allowance for loan losses — specific reserves
    (6,440 )
 
     
Non-accrual loans, net
  $ 95,054  
 
     
          The composition of the transferred non-performing loans at the indicated dates was as follows (in thousands):
                 
    December 31,     December 31,  
    2009     2008  
Nonaccrual loans:
               
Commercial residential real estate:
               
Builder land loans
  $ 14,060       22,019  
Land acquisition and development
    10,376       16,759  
Land acquisition, development and construction
    14,903       29,163  
 
           
Total commercial residential real estate
    39,339       67,941  
Commercial non-residential real estate
    5,558       11,386  
 
           
Total non-accrual loans
    44,897       79,327  
Allowance for loan losses — specific reserves
    (13,630 )     (11,685 )
 
           
Non-accrual loans, net
    31,267       67,642  
Performing commercial non-residential loans, net of allowance for loan losses
    3,116       2,259  
 
           
Loans receivable, net
  $ 34,383       69,901  
 
           

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          During the year ended December 31, 2009, the Parent Company’s work-out subsidiary received proceeds of $6.3 million from loan payments and the sale of a foreclosed property, transferred a $1.0 million loan from non-accrual to performing, charged-down $16.5 million of loans and foreclosed on five properties aggregating $10.5 million.
          During the year ended December 31, 2008, $2.3 million of loans held by the asset work-out subsidiary were changed to accrual status, the Company received $1.1 million of loan repayments and charged-down $19.2 million of loans.
          The Parent Company’s non-accrual loans include large loan balance lending relationships. Four relationships account for 59% of its $44.9 million of non-accrual loans as of December 31, 2009. The following table outlines general information about these relationships as of December 31, 2009 (in thousands):
                                             
    Unpaid                            
    Principal   Book   Specific   Date loan   Date Placed   Default   Collateral   Date of Last
Relationships Balance Value Reserves Originated   on Nonaccrual   Date (4)   Type   Full Appraisal
 
Residential Land Developers
                                       
 
Relationship No. 1 (1)
    14,746       7,873       4,530     Q3-2005   Q3-2007   Q4-2008   Builder Land   Q2-2009
Relationship No. 2
    7,382       7,382       2,870     Q1-2006   Q1-2008   Q1-2008   Land A&D (5)   Q2-2009
Relationship No. 3 (2)
    19,881       6,188           Q1-2005   Q3-2007   Q1-2008   Builder Land   Q3-2009
Relationship No. 4 (3)
    9,833       5,225           Q2-2004   Q3-2007   Q4-2007   Land AD&C   Q3-2009
                         
 
    51,842       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”).
          The loans that comprise the above relationships are all collateral dependent. As such, we established specific reserves or recognized partial charge-offs on these loans based on the fair value of the collateral less costs to sell. The fair value of the collateral was determined using unadjusted third party appraisals for all relationships. Management performs quarterly impairment analyses on these credit relationships subsequent to the date of the appraisal and may reduce appraised values if market conditions significantly deteriorate subsequent to the appraisal date. However, our policy is to obtain a full appraisal within one year from the date of the prior appraisal, unless the loan is in the process of foreclosure. A full appraisal is obtained at the date of foreclosure.

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    For the Years  
    Ended December 31,  
(in thousands)   2009     2008  
     
Balance, 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
          6,440  
Provision for loan losses
    18,414       24,418  
 
           
Balance, end of period
  $ 13,630       11,685  
 
           
          The provision for loan losses during the year ended December 31, 2009 and 2008 resulted from additional impairments on nonperforming commercial residential real estate loans and were due to updated loan collateral fair value estimates reflecting the continued deterioration in the Florida residential real estate market. As previously stated, if market conditions do not improve in the Florida real estate market, additional provisions for loan losses and charge-offs may be required in subsequent periods.
BankAtlantic Bancorp Consolidated Financial Condition
          The Company has reduced its total assets with a view to improving its liquidity and regulatory capital ratios. Total assets were decreased by significantly reducing loan purchases and originations, substantially reducing the acquisition of tax certificates and selling securities available for sale. The proceeds from payments on earning assets and securities sales were used to pay down borrowings.
          Total assets at December 31, 2009 were $4.8 billion compared to $5.8 billion at December 31, 2008. The changes in components of total assets from December 31, 2008 to December 31, 2009 are summarized below:
    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

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    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.
          The Company’s total liabilities at December 31, 2009 were $4.7 billion compared to $5.6 billion at December 31, 2008. The changes in components of total liabilities from December 31, 2008 to December 31, 2009 are summarized below:
    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.
          Currently, the Parent Company’s principal source of liquidity is its cash, investments and funds obtained from its wholly-owned work-out subsidiary. The Parent Company also may obtain funds through dividends from its other subsidiaries, issuance of equity and debt securities, and liquidation of its investments, although no dividends from BankAtlantic are anticipated or contemplated in the foreseeable future. The Parent Company has historically used its funds to contribute capital to its subsidiaries, pay debt service and shareholder dividends, repay borrowings, invest in equity securities and other investments, and fund operations, including funding servicing costs and real estate owned operating expenses of its wholly-owned work-out subsidiary. At December 31, 2009, BankAtlantic Bancorp had approximately $308.3 million of junior subordinated debentures outstanding with maturities ranging from 2032 through 2037. The aggregate annual interest obligations on this indebtedness totaled approximately $13.4 million based on interest rates at December 31, 2009 and are generally indexed to three-month LIBOR. In order to preserve liquidity in the current economic environment, the Parent Company elected in February 2009 to defer interest payments on all of its outstanding junior subordinated debentures and to cease paying cash dividends on its common stock. The terms of the junior subordinated debentures and the trust documents allow the Parent Company to defer payments of interest for up to 20 consecutive quarterly periods without default or penalty. During the deferral period, the respective trusts have suspended the declaration and payment of dividends on the trust preferred securities. The deferral election began as of March 2009 and regularly scheduled quarterly interest payments aggregating $14.1 million that would otherwise have been paid during the year ended December 31, 2009 were deferred. The Parent Company has the ability under the junior subordinated debentures to continue to defer interest payments through ongoing, appropriate notices to each of the trustees, and will make a decision each quarter as to whether to continue the deferral of interest. During the deferral period, interest will continue to accrue on the junior subordinated debentures at the stated coupon rate, including on the deferred interest, and the Parent Company will continue to record the interest expense associated with the junior subordinated debentures. During the deferral period, the Company may not, among other things and with limited exceptions, pay cash dividends on or repurchase its common stock nor make any payment on outstanding debt obligations that rank equally with or junior to the junior subordinated debentures. The Parent Company may end the deferral by paying all accrued and unpaid interest. The Parent Company anticipates that it will continue to defer interest on its junior subordinated debentures and will not pay dividends on its common stock for the foreseeable future.

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If the Parent Company continues to defer interest on its junior subordinated debentures through the year ended December 31, 2013, it will owe an aggregate of approximately $72 million of unpaid interest based on average interest rates as of December 31, 2009. The Company’s financial condition and liquidity could be adversely affected if interest payments were deferred for a prolonged time period.
          During the year ended December 31, 2009, the Parent Company did not receive dividends from BankAtlantic. The ability of BankAtlantic to pay dividends or make other distributions to the Parent Company in subsequent periods is subject to regulations and Office of Thrift Supervision (“OTS”) approval and is based upon BankAtlantic’s regulatory capital levels and net income. Because BankAtlantic has an accumulated deficit during the prior two years, BankAtlantic is required to file an application to receive approval of the OTS in order to pay dividends to the Company. The OTS would not approve any distribution that would cause BankAtlantic to fail to meet its capital requirements or if the OTS believes that a capital distribution by BankAtlantic constitutes an unsafe or unsound action or practice and there is no assurance that the OTS will approve future capital distributions from BankAtlantic. BankAtlantic has not filed an application with the OTS for approval to pay a dividend since September 2008 and the Company does not expect to receive cash dividends from BankAtlantic during 2010, and possibly longer. However, the Company may receive dividends from its asset work-out subsidiary upon the monetizing of the subsidiaries’ non-performing loans. Management can give no assurance that it will be able to monetize the loans in the foreseeable future.
          During January 2010, BankAtlantic Bancorp commenced cash offers to purchase all outstanding trust preferred securities having an aggregate principal amount of approximately $285 million at a purchase price of $200 per $1,000 liquidation amount, or an aggregate of $57 million. During February 2010, the offer to purchase with respect to the approximate $55 million of publicly traded trust preferred securities issued by BBC Capital Trust II expired without any such trust preferred securities being repurchased, while the expiration date for the offers to purchase relating to the remaining $230 million of trust preferred securities was extended until March 22, 2010. The offers to purchase are conditioned upon acceptance of the offers by holders of a sufficient amount of trust preferred securities and upon the Company’s receipt of proceeds from a financing transaction in amounts sufficient to purchase the trust preferred securities tendered. There is no assurance that holders of a sufficient amount of trust preferred securities will accept BankAtlantic Bancorp’s offers to purchase or that BankAtlantic Bancorp will purchase all or any of the trust preferred securities.
          On August 28, 2009, the Company distributed to each record holder of its Class A common stock and Class B common stock as of August 24, 2009 non-transferable subscription rights to purchase 4.441 shares of its Class A common stock for each share of Class A and Class B common stock owned on that date. The subscription price was $2.00 per share and the Company completed the rights offering on September 29, 2009 and issued 37,980,936 shares of its Class A common stock to exercising shareholders. The net proceeds from this rights offering were $75.5 million, net of offering costs. The Company used the net proceeds to contribute $75 million of capital to BankAtlantic. While the Parent Company and BankAtlantic had submitted applications for the U.S. Treasury Capital Purchase Program funds during the fourth quarter of 2008, upon the completion of the rights offering in September 2009, the Company and BankAtlantic withdrew their applications with the Treasury. During the year ended December 31, 2009, the Parent Company contributed $105 million of capital to BankAtlantic.
          The Parent Company may consider pursuing the issuance of additional securities which could include Class A common stock, debt, preferred stock, warrants or any combination thereof, to raise funds for the purchase of trusts preferred securities which may be tendered to BankAtlantic Bancorp in the offers to purchase discussed above or for general corporate purposes, including to provide capital to BankAtlantic and to fund operations. The Parent Company’s operating expenses were $7.6 million, $5.6 million and $4.2 million, respectively, during the years ended December 31, 2009, 2008 and 2007 and its non-interest income was $1.5 million, $1.2 million and $8.2 million, respectively, (see Note 28 to the “Notes to Consolidated Financial Statements” for the Parent Company’s Condensed Statement of Operations). The Parent Company is required to provide BankAtlantic with managerial assistance and capital as the OTS may determine necessary under applicable regulations and supervisory standards. Any such financing would be sought through public or private offerings, in privately negotiated transactions or otherwise.

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Additionally, we could pursue financings at the Parent Company level or directly at BankAtlantic or both. Any financing involving the issuance of our Class A common stock or securities convertible or exercisable for our Class A common stock could be highly dilutive for our existing shareholders. There is no assurance that any such financing will be available to us on favorable terms or at all.
          The Parent Company has the following cash and investments that it believes provide a source for potential liquidity based on values at December 31, 2009.
                                 
    As of December 31, 2009  
            Gross     Gross        
    Carrying     Unrealized     Unrealized     Estimated  
(in thousands)   Value     Appreciation     Depreciation     Fair Value  
     
Cash and cash equivalents
  $ 14,002                   14,002  
Debt securities
    10             6       4  
Private investment securities
    1,500                   1,500  
     
Total
  $ 15,512             6       15,506  
     
          The loans transferred to the wholly-owned work-out subsidiary of the Company may also provide a potential source of liquidity through workouts, repayments of the loans, sales of real estate owned or sales of interests in the subsidiary. The balance of these loans and real estate owned, net of reserves at December 31, 2009 was $44.9 million. During the year ended December 31, 2009, the Parent Company received net cash of $3.7 million from its work-out subsidiary.
          The sale of Ryan Beck to Stifel closed on February 28, 2007, and the sales agreement provided for contingent earn-out payments, payable in cash or shares of Stifel common stock, at Stifel’s election, based on certain Ryan Beck revenues during the two-year period which ended on February 28, 2009. The Company received its final earn-out payment of $8.6 million paid in 250,233 shares of Stifel common stock in March 2009. The Stifel stock was sold for net proceeds of $8.7 million.
BankAtlantic
          BankAtlantic’s primary sources of funds are deposits; principal repayments of loans, tax certificates and securities available for sale; proceeds from the sale of loans and securities available for sale; proceeds from securities sold under agreements to repurchase; advances from FHLB; Treasury and Federal Reserve lending programs; interest payments on loans and securities; capital contributions from the Parent Company and other funds generated by operations. These funds are primarily utilized to fund loan disbursements and purchases, deposit outflows, repayments of securities sold under agreements to repurchase, repayments of advances from FHLB and other borrowings, purchases of tax certificates and securities available for sale, acquisitions of properties and equipment, and operating expenses. BankAtlantic’s liquidity will depend on its ability to generate sufficient cash to support loan demand, to meet deposit withdrawals, and to pay operating expenses. BankAtlantic’s securities portfolio provides an internal source of liquidity through its short-term investments as well as scheduled maturities and interest payments. Loan repayments and loan sales also provide an internal source of liquidity. BankAtlantic’s liquidity is also dependent, in part, on its ability to maintain or increase deposit levels and availability under lines of credit and Treasury and Federal Reserve lending programs. BankAtlantic’s ability to increase or maintain deposits is impacted by competition from other financial institutions and alternative investments as well as the current low interest rate environment. Such competition or an increase in interest rates may require BankAtlantic to offer higher interest rates to maintain or grow deposits, which may not be successful in generating deposits, or which could increase its cost of funds or reduce its net interest income. Additionally, BankAtlantic’s current lines of credit may not be available when needed as these lines of credit are subject to periodic review and may be terminated or reduced at the discretion of the issuing institutions or reduced based on availability of qualifying collateral. BankAtlantic’s unused lines of credit declined from $986 million as of December 31, 2008 to $760 million as of December 31, 2009 due to increases in FHLB line of credit collateral requirements, reduction of lines of credit with financial institutions and the treasury as well as reductions in available collateral due to the sale of

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mortgage-backed securities and lower loan balances. Additionally, interest rate changes, additional collateral requirements, disruptions in the capital markets or deterioration in BankAtlantic’s financial condition may make borrowings unavailable or make terms of the borrowings and deposits less favorable. As a result, there is a risk that our cost of funds will increase or that borrowing capacity from funding sources may decrease.
          The FDIC has announced that participating depository institutions may provide full deposit insurance coverage for non-interest bearing deposit transaction accounts and interest bearing accounts with rates at or below fifty basis points, regardless of dollar amount. This new, temporary guarantee was originally scheduled to expire at the end of 2009; however, in August 2009, the FDIC extended the program until June 30, 2010. BankAtlantic “opted-in” to the additional coverage on the subject deposits. As a result, BankAtlantic was assessed a 10-basis point surcharge for non-interest bearing deposit transaction account balances exceeding the previously insured amount. The 10-basis point surcharge was increased to 15 basis points on January 1, 2010.
          In October 2008, the FDIC adopted a restoration plan that increased the rates depository institutions pay for deposit insurance. Under the restoration plan, the assessment rates schedule was raised by 7 basis points for all depository institutions beginning on January 1, 2009 and the assessment rates were raised again on April 1, 2009 based on the risk rating of each financial institution. Additionally, the FDIC imposed a 5 basis point special assessment as of June 30, 2009 that was paid in September 2009. As a consequence, BankAtlantic’s FDIC insurance premium, including the special assessment, increased from $2.8 million during the year ended December 31, 2008 to $11.0 million during the year ended December 31, 2009 . In September 2009, the FDIC required financial institutions to prepay, in December 2009, their estimated quarterly FDIC insurance assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012. BankAtlantic’s prepaid FDIC deposit assessment at December 31, 2009 was $31.3 million.
          The FHLB has granted BankAtlantic a line of credit capped at 40% of assets subject to available collateral, with a maximum term of ten years. BankAtlantic had utilized its FHLB line of credit to borrow $282.0 million and to obtain a $252.1 million letter of credit securing public deposits as of December 31, 2009. The line of credit is secured by a blanket lien on BankAtlantic’s residential mortgage loans and certain commercial real estate and consumer home equity loans. BankAtlantic’s unused available borrowings under this line of credit were approximately $494.6 million at December 31, 2009. An additional source of liquidity for BankAtlantic is its securities portfolio. As of December 31, 2009, BankAtlantic had $169 million of unpledged securities that could be sold or pledged for additional borrowings with the FHLB, the Federal Reserve or other financial institutions. BankAtlantic is a participating institution in the Federal Reserve Treasury Investment Program for up to $4.3 million in funding and at December 31, 2009, BankAtlantic had $2.8 million of short-term borrowings outstanding under this program. BankAtlantic is also eligible to participate in the Federal Reserve’s discount window program. The amount that can be borrowed under this program is dependent on available collateral, and BankAtlantic had unused available borrowings of approximately $96 million as of December 31, 2009, with no amounts outstanding under this program at December 31, 2009. The above lines of credit are subject to periodic review, may be reduced or terminated at any time by the issuer institution. If BankAtlantic’s earnings and credit quality continue to deteriorate and if the current economic trends continue to adversely affect its performance, the above borrowings may be limited, additional collateral may be required or these borrowings may not be available to us at all, in which case BankAtlantic’s liquidity would be materially adversely affected.
          BankAtlantic also has various relationships to acquire brokered deposits, and to execute repurchase agreements, which may be utilized as an alternative source of liquidity. BankAtlantic does not anticipate that its brokered deposit balances will increase significantly in the foreseeable future. At December 31, 2009, BankAtlantic had $72.9 million and $24.5 million of brokered deposits and securities sold under agreements to repurchase outstanding, representing 1.5% and 0.5% of total assets, respectively. Additional repurchase agreement borrowings are subject to available collateral. Additionally, BankAtlantic had total cash on hand or with other financial institutions of $234.8 million as of December 31, 2009.
          BankAtlantic’s liquidity may be affected by unforeseen demands on cash. Our objective in

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managing liquidity is to maintain sufficient resources of available liquid assets to address our funding needs. Multiple market disruptions have made it more difficult for financial institutions to borrow money. We cannot predict with any degree of certainty how long these adverse market conditions may continue, nor can we anticipate the degree that such market conditions may impact our operations. Deterioration in the performance of other financial institutions may adversely impact the ability of all financial institutions to access liquidity. There is no assurance that further deterioration in the financial markets will not result in additional market-wide liquidity problems, and affect our liquidity position. BankAtlantic improved its liquidity position by utilizing an increase in deposits, proceeds from the sales of securities available for sale, and repayments of earning assets to repay borrowings, resulting in a $942.3 million reduction in borrowings as of December 31, 2009 compared to December 31, 2008.
          BankAtlantic’s commitments to originate loans was $62.6 million at December 31, 2009 and $38.4 million at December 31, 2008. At December 31, 2009, total loan commitments represented approximately 1.69% of net loans receivable. BankAtlantic had no commitments to purchase loans at December 31, 2009 or December 31, 2008.
          At December 31, 2009, BankAtlantic had mortgage-backed securities of approximately $34.4 million pledged to secure securities sold under agreements to repurchase, $41.5 million pledged to secure public deposits, and $98.1 million pledged to secure treasury tax and loan accounts and potential borrowings at the Federal Reserve discount window.
          A significant source of our liquidity is repayments and maturities of loans and securities. The table below presents the contractual principal repayments and maturity dates of our loan portfolio and securities available for sale at December 31, 2009. The total amount of principal repayments on loans and securities contractually due after December 31, 2010 was $3.3 billion, of which $1.2 billion have fixed interest rates and $2.1 billion have floating or adjustable interest rates. The table below represents the amounts due based on the contractual terms of the loans or securities and actual principal repayments may differ from information shown below (in thousands):
                                                         
    Outstanding at        
    December 31,     For the Period Ending December 31,  
    2009     2010     2011-2012     2013-2017     2018-2022     2023-2027     >2028  
     
Commercial real estate
  $ 1,333,479       679,595       243,603       265,597       97,926       44,931       1,827  
 
                                                       
Residential real estate
    1,554,338       22,399       5,278       21,924       205,735       63,661       1,235,341  
 
                                                       
Consumer
    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       1,237,168  
     
Total 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.
          Loan maturities and sensitivity of loans to changes in interest rates for commercial business and real estate construction loans at December 31, 2009 were (in thousands):

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    Commercial     Real Estate        
    Business     Construction     Total  
     
One year or less
  $ 204,106       212,881       416,987  
Over one year, but less than five years
    42,626       9,875       52,501  
Over five years
    6,071       334       6,405  
     
 
  $ 252,803       223,090       475,893  
     
Due After One Year:
                       
Pre-determined interest rate
  $ 48,697       10,209       58,906  
Floating or adjustable interest rate
                 
     
 
  $ 48,697       10,209       58,906  
     
     BankAtlantic’s geographic loan concentration based on outstanding loan balances at December 31, 2009 was:
         
Florida
    62 %
Eastern U.S.A.
    20 %
Western U.S.A.
    14 %
Central U.S.A
    4 %
 
     
 
    100 %
 
     
          The loan concentration for loans BankAtlantic originated is primarily in Florida. The concentration in locations other than Florida relates primarily to purchased wholesale residential real estate loans.
          At December 31, 2009, BankAtlantic met all applicable liquidity and regulatory capital requirements. At the indicated dates, BankAtlantic’s capital amounts and ratios were (dollars in thousands):
                                 
                    Minimum Ratios  
                    Adequately     Well  
    Actual     Capitalized     Capitalized  
    Amount     Ratio     Ratio     Ratio  
At 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       6.00  
Tangible capital
    357,660       7.58       1.50       1.50  
Core capital
    357,660       7.58       4.00       5.00  
 
                               
At 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       6.00  
Tangible capital
    385,006       6.80       1.50       1.50  
Core capital
    385,006       6.80       4.00       5.00  
          Savings institutions are also subject to the provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”). Regulations implementing the prompt corrective action provisions of FDICIA define specific capital categories based on FDICIA’s defined capital ratios, as discussed more fully in Part I under “Regulation of Federal Savings Banks”.
          The OTS at its discretion can require an institution to maintain capital amounts and ratios significantly above the “well capitalized” requirements based on the risk profile of the specific institution. If higher capital requirements are imposed by the OTS, BankAtlantic could be required to raise additional capital. There is no assurance that BankAtlantic would be successful in raising additional capital in subsequent periods if required to do so.

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     BankAtlantic works closely with its regulators during the course of its exams and on an ongoing basis. Communications with our regulators include providing information on an ad-hoc, one-time or regular basis related to areas of regulatory oversight and bank operations. As part of such communications, BankAtlantic has provided to its regulators forecasts, strategic business plans and other information relating to anticipated asset balances, asset quality, capital levels, expenses, anticipated earnings, levels of brokered deposits and liquidity, and has indicated that BankAtlantic has no plans to pay dividends to the Parent Company. The information which BankAtlantic provides to its regulators is based on estimates and assumptions made by management at the time provided, which are inherently uncertain and actual results may be materially different than that estimated or projected.
Consolidated Cash Flows
     A summary of our consolidated cash flows follows (in thousands):
                         
    For the Years Ended December 31,
    2009   2008   2007
     
Net cash provided by (used in):
                       
Operating activities
  $ 30,949       64,138       40,928  
Investing 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 )
     
     The decrease in cash flows from operating activities during 2009 compared to 2008 was primarily due to an increase in other assets reflecting the $31.3 million prepayment of FDIC insurance assessments and lower non-interest expenses partially offset by a decline in net interest income and non-interest income.
     The increase in cash flows from operating activities during 2008 compared to 2007 was primarily due to a reduction in non-interest expenses.
     The increase in cash flows from investing activities during 2009 and 2008 compared to 2007 primarily resulted from a decline in interest earning assets as loan and securities repayments exceeded loan originations and securities purchased. Additionally, in order to further reduce assets during 2009, the Company sold securities available for sale. The Company reduced its total assets during 2009 and 2008 in order to improve its liquidity and regulatory capital levels in response to the difficult economic environment.
     The decrease in cash flows from financing activities during 2009 compared to 2008 resulted from the prepayment of FHLB advances and short term borrowings. Funds from the repayment of loans and the sales of securities available for sale were used to repay borrowings. The above declines in financing cash flows were partially offset by proceeds from the issuance of common stock and deposit growth. The decrease in cash flows from financing activities during 2008 compared to 2007 resulted from the prepayments of FHLB advances. The prepayments were accompanied by a decline in interest earning assets.
Off Balance Sheet Arrangements, Contractual Obligations and Loan Commitments
     The table below summarizes the Company’s loan commitments at December 31, 2009 (in thousands):

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    Amount of Commitment Expiration Per Period
    Total                        
    Amounts   Less than                   After 5
Commercial Commitments   Committed   1 year   1-3 years   4-5 years   years
     
Lines of credit
  $ 402,340       78,847                   323,493  
 
                                       
Standby letters of credit
    13,573       13,573                    
Other commercial commitments
    62,550       62,550                    
     
Total commercial commitments
  $ 478,463       154,970                   323,493  
     
     Lines of credit are primarily revolving lines to home equity and business loan customers. The business loans usually expire in less than one year and the home equity lines generally expire in 15 years.
     Standby letters of credit are conditional commitments issued by BankAtlantic to guarantee the performance of a customer to a third party. BankAtlantic standby letters of credit are generally issued to customers in the construction industry guaranteeing project performance. These types of standby letters of credit had a maximum exposure of $10.3 million at December 31, 2009. BankAtlantic also issues standby letters of credit to commercial lending customers guaranteeing the payment of goods and services. These types of standby letters of credit had a maximum exposure of $3.3 million at December 31, 2009. Those guarantees are primarily issued to support public and private borrowing arrangements and have maturities of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. BankAtlantic may hold certificates of deposit and residential and commercial real estate liens as collateral for such commitments, similar to other types of borrowings.
     Other commercial commitments are agreements to lend funds to a customer subject to conditions established in the commitment. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. BankAtlantic evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral required by BankAtlantic in connection with an extension of credit is based on management’s credit evaluation of the counter-party.
     At December 31, 2009, the Company did not have off balance sheet arrangements that would have a material effect on the Company’s consolidated financial statements.
The table below summarizes the Company’s contractual obligations at December 31, 2009 (in thousands):
                                         
    Payments Due by Period (2)
            Less than                   After 5
Contractual Obligations   Total   1 year   1-3 years   4-5 years   years
     
Time deposits
  $ 960,559       835,832       108,430       16,294       3  
 
                                       
Long-term debt
    331,031             22,000       14,836       294,195  
 
                                       
Advances from FHLB (1)
    282,012       282,012                    
Operating lease obligations held for sublease
    23,434       1,010       2,826       1,892       17,706  
Operating lease obligations held for use
    69,278       7,483       17,372       6,968       37,455  
Pension obligation
    17,884       1,473       3,040       3,342       10,029  
Other obligations
    13,006       206       4,800       6,400       1,600  
     
Total 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

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     Long-term debt primarily consists of the junior subordinated debentures issued by the Company as well as BankAtlantic’s subordinated debentures and mortgage backed bonds.
     Operating lease obligations held for sublease represent minimum future lease payments on executed leases that the Company intends to sublease or terminate. These lease agreements were primarily initiated in connection with BankAtlantic’s store expansion program.
     Operating lease obligations held for use represent minimum future lease payments in which the Company is the lessee for real estate and equipment leases.
     The pension obligation represents the accumulated benefit obligation of the Company’s defined benefit plan at December 31, 2009. The payments represent the estimated benefit payments through 2019, the majority of which are anticipated to be funded through plan assets. The table does not include estimated benefit payments after 2019. The actuarial present value of the projected accumulated benefit obligation was $31.4 million at December 31, 2009. The plan was underfunded by $9.4 million as of December 31, 2009. The Company is required to fund plan deficits over a seven year period which would include a contribution of $1.6 million to the pension plan for the year ended December 31, 2010. The Company’s future cash contribution may increase or decrease depending on the performance of the plan assets and the increase or decrease of the projected benefit obligation in subsequent periods.
     Other obligations are primarily legally binding agreements with vendors for advertising, marketing and sponsorship services as well as unrecognized tax benefits.
     Pursuant to the agreement for the sale of Ryan Beck to Stifel, the Company agreed to indemnify Stifel and its affiliates against third party claims attributable to the conduct or activities of Ryan Beck prior to the merger. This indemnification is subject to specified thresholds and time periods and to a cap of $20 million. The indemnification period for claims asserted ended on August 31, 2009. While discussions with Stifel with respect to this issue are ongoing, based on the information provided by Stifel to date, management does not believe that it is obligated to indemnify Stifel under the Ryan Beck sales agreement. The Company also agreed to indemnify Stifel against federal tax liabilities and claims relating to the ownership interests in Ryan Beck subject to the $20 million indemnification cap.
     BankAtlantic has terminated various operating leases originally executed for store expansion or back-office facilities. In certain lease terminations the landlord consents to the assignment of the lease to a third party; however, BankAtlantic remains secondarily liable for the lease obligation. As of December 31, 2009, BankAtlantic was secondarily liable for $10.7 million of lease payments under leases that were assigned to third parties. BankAtlantic uses the same credit policies in assigning these leases to third parties as it does in originating loans.
Critical Accounting Policies
     Management views critical accounting policies as accounting policies that are important to the understanding of our financial statements and also involve estimates and judgments about inherently uncertain matters. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated statements of financial condition and assumptions that affect the recognition of income and expenses on the consolidated statements of operations for the periods presented. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in subsequent periods relate to the determination of the allowance for loan

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losses, evaluation of goodwill and other intangible assets for impairment, the valuation of securities as well as the determination of other-than-temporary declines in value, the valuation of real estate acquired in connection with foreclosure or in satisfaction of loans, the amount of the deferred tax asset valuation allowance, accounting for uncertain tax positions, accounting for contingencies, and assumptions used in the valuation of stock based compensation. The four accounting policies that we have identified as critical accounting policies are: (i) allowance for loan losses; (ii) valuation of securities as well as the determination of other-than-temporary declines in value; (iii) impairment of goodwill and other long-lived assets; and (iv) the accounting for deferred tax asset valuation allowance. See note #1, Summary of Significant Accounting Policies to the “Notes to Consolidated Financial Statements”, for a detailed discussion of our significant accounting policies.
Allowance for loan losses
     The allowance for loan losses is maintained at an amount that we believe to be a reasonable estimate of probable losses inherent in our loan portfolio. We have developed policies and procedures for evaluating our allowance for loan losses which considers all information available to us. However, we rely on estimates and judgments regarding issues where the outcome is unknown. As a consequence, if circumstances differ from our estimates and judgments, the allowance for loan losses may decrease or increase significantly.
     The calculation of our allowance for loan losses consists of two components. The first component requires us to identify impaired loans based on management classification and, if necessary, assign a valuation allowance to the impaired loans. Valuation allowances are established using management estimates of the fair value of collateral or based on valuation models that present value estimated expected future cash flows discounted at the loans effective interest rate. These valuations are based on available information and require estimates and subjective judgments about fair values of the collateral or expected future cash flows. Most of our loans do not have an observable market price, and an estimate of the collection of contractual cash flows is based on the judgment of management. It is likely that we would obtain materially different results if different assumptions or conditions were to prevail. As a consequence of the estimates and assumptions required to calculate the first component of our allowance for loan losses, a change in these highly uncertain estimates could have a materially favorable or unfavorable impact on our financial condition and results of operations.
     The second component of the allowance for loan losses requires us to group loans that have similar credit risk characteristics so as to form a basis for estimating probable losses inherent in the group of loans based on historical loss percentages and delinquency trends as it relates to the group. Management assigns a quantitative allowance to these groups of loans by utilizing historical loss experiences. Management uses its judgment to determine the length of the time used in the historical loss experience. During each of the years in the two year period ended December 31, 2008, management used a 2 year loss experience to calculate the loss experience. However, due to the rapid decline in economic conditions and real estate values, during 2009, management shortened its historical loss experience by portfolio to between six months and one year, in order to reflect the current heighted loss experience in the quantitative allowance. The historical loss period is selected based on management’s judgment and a change in this loss period may result in material changes to the quantitative loss allowance. Management also assigns a qualitative allowance to these groups of loans in order to adjust the historical data, if necessary, for qualitative factors that exist currently that were not present in the historical data. These qualitative factors include delinquency trends, actual loan classification migration trends, economic and business conditions, concentration of credit risk, loan-to-value ratios, problem loan trends and external factors. In deriving the qualitative allowance management uses significant judgment to qualitatively adjust the historical loss experiences for current trends that existed at period end that were not reflected in the calculated historical loss ratios and to adjust the allowance for the changes in the current economic climate compared to the economic environment that existed historically. A subsequent change in data trends or the external environment may result in material changes in this component of the allowance from period to period.

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     Management believes that the allowance for loan losses reflects a reasonable estimate of incurred credit losses as of the statement of financial condition date. As of December 31, 2009, our allowance for loan losses was $187.2 million. See “Provision for Loan Losses” for a discussion of the amounts of our allowance assigned to each loan product. The estimated allowance, which was derived from the above methodology, may be significantly different from actual realized losses. Actual losses incurred in the future are highly dependent upon future events, including the economies of geographic areas in which we hold loans, especially in Florida. These factors are beyond management’s control. Accordingly, there is no assurance that we will not incur credit losses in excess of the amounts estimated by our allowance for loan losses. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on their judgments and information available to them at the time of their examination and such judgments may differ from management’s judgment.
     We analyze our loan portfolio quarterly by monitoring the loan mix, credit quality, loan-to-value ratios, concentration by geographical area, vintage, historical trends and economic conditions. As a consequence, our allowance for loan losses estimates will change from period to period. During the three year period ended December 31, 2006, real estate markets experienced significant price increases accompanied by an abundance of available mortgage financing. Additionally, based on historical loss experience during that time, our credit policies focused our loan production on collateral based loans and the discontinuation of certain loan products. These factors, other internal metrics and external market factors favorably impacted our provision for loan losses and allowance for loan losses during the years ended December 31, 2006. Conversely, during the three years ended December 31, 2009, the residential real estate market and general economic conditions, both nationally and in Florida, rapidly deteriorated with significant reductions in the sales prices and volume of residential real estate sold, plummeting collateral values, dramatic increases in unemployment and severe tightening of credit availability to borrowers. The impact of these rapidly deteriorating real estate market conditions and adverse economic conditions on our loan portfolios resulted in a significant increase in our ratio of allowance for loan losses to total loans from 0.94% at December 31, 2006 to 4.83% at December 31, 2009. We believe that our earnings in subsequent periods will be highly sensitive to changes in the Florida real estate market as well as the length of the current downturn in real estate valuation, availability of mortgage financing and the severity of unemployment in Florida and nationally. If the current negative real estate and economic conditions continue or deteriorate further we are likely to experience significantly increased credit losses.
Valuation of investment securities
     We record our securities available for sale and derivative instruments in our statement of financial condition at fair value. We also disclose fair value estimates in our statement of financial condition for investment securities at cost. We generally use market and income approach valuation techniques and a fair value hierarchy to prioritize the inputs used in valuation techniques. Our policy is to use quoted market prices (Level 1 inputs) when available. However quoted market prices are not available for our mortgage-backed securities, REMIC’s, other securities and certain equity securities requiring us to use Level 2 and Level 3 inputs. The classification of assumptions as Level 2 or Level 3 inputs is based on judgment and the classification of the inputs could change based on the availability of observable market data.
     We subscribe to a third-party service to assist us in determining the fair value of our mortgage-backed securities and real estate mortgage conduits. The estimated fair value of these securities at December 31, 2009 was $319.3 million. We use matrix pricing to value these securities as identical securities that we own are not traded on active markets. Matrix pricing computes the fair value of mortgage-backed securities and real estate mortgage conduits based on the coupon rate, maturity date and estimates of future prepayment rates obtained from trades of securities with similar characteristic and from market data obtained from brokers. We consider the above inputs Level 2. Upon the sale of securities we back-test the values obtained from matrix pricing for reasonableness. The valuations obtained from matrix pricing are not actual transactions and may not reflect the actual amount that would be realized upon sale. While the interest rate and prepayment assumptions used in matrix pricing are representative of assumptions that we believe market participants would use in valuing these securities, different assumptions may result in significantly different results. Additionally, current observable data may not be

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available in subsequent periods which would cause us to utilize Level 3 inputs to value these securities. The mortgage-backed and REMIC securities that we own are government agency guaranteed with minimal credit risk. These securities are of high credit quality and we believe could be liquidated in the near future; however, the price obtained upon sale could be higher or lower than the fair value obtained through matrix pricing. In light of the current volatility and uncertainty in credit markets, it is difficult to estimate with accuracy the price that we could obtain for these securities and the time that it could take to sell them in an orderly transaction.
     We disclosed the estimated fair value of a private investment security at $1.5 million in our statement of financial condition. This security represents a private placement investment in preferred stock of a financial institution’s real estate investment trust subsidiary. This investment does not have a readily determinable fair value and the fair value calculated by us does not represent an actual transaction. Amounts realized upon the sale of our interest in this investment may be higher or lower than the amounts disclosed. No current market exists for this security and the amount we could receive upon liquidation is subject to significant uncertainty.
Other-than-Temporary Impairment of Securities.
     We perform an evaluation on a quarterly basis to determine if any of our securities are other-than-temporarily impaired. In making this determination, we consider the extent and duration of the impairment, the nature and financial condition of the issuer and our ability and intent to hold securities for a period sufficient to allow for any anticipated recovery in market value. If an equity security is determined to be other-than-temporarily impaired, we record an impairment loss as a charge to income for the period in which the impairment loss is determined to exist, resulting in a reduction to our earnings for that period. If a debt security is determined to be other-than-temporarily impaired, we record an impairment loss as a charge to income if we intend to sell the securities before they recover or if we do not expect to recover the securities historical cost due to credit loss. Management exercises significant judgment in determining the amount of credit loss in an impairment which is generally based on the present value of expected cash flows. The Company did not recognize an other-than-temporary impairment on debt securities during the year ended December 31, 2009. The Company recognized $1.6 million impairment on equity securities available for sale during the year ended December 31, 2009. As of December 31, 2009, the Company had $22.1 million of impaired securities with an unrealized loss of $26,000 and $298.2 million of securities that were determined not to be impaired. However, in light of the current market uncertainties, and the challenging economic and credit market conditions, there is no assurance that future events will not cause us to have additional impaired securities in the foreseeable future.
Impairment of Goodwill and Long Lived Assets
Goodwill Impairment
     We test goodwill for impairment annually or when events or circumstances occur that may result in goodwill impairment during interim periods. The test requires us to determine the fair value of our reporting units and compare the reporting units’ fair value to its carrying value. The Company’s reporting units are comprised of Community Banking, Commercial Lending, Tax Certificate Operations, Capital Services and Investment Operations. The fair values of the reporting units are estimated using discounted cash flow present value valuation models and market multiple techniques.
     While management believes the sources utilized to arrive at the fair value estimates are reliable, different sources or methods could have yielded different fair value estimates. These fair value estimates require a significant amount of judgment. If the fair value of a reporting unit is below the carrying amount, a second step of the goodwill impairment test is performed. This second step requires us to fair value all assets (recognized and unrecognized) and liabilities in a manner similar to a business combination purchase price allocation. Since there is no active market for many of the Company’s assets, management derives the fair value of the majority of these assets using net present value models. As a consequence,

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management estimates rely on assumptions and judgments regarding issues where the outcome is unknown and as a result actual results or values may differ significantly from these estimates. Additionally, declines in the market capitalization of the Company’s common stock affect the aggregate fair value of the reporting units. Changes in management’s valuation of its reporting units and the underlying assets as well as declines in the Company’s market capitalization may affect future earnings through the recognition of additional goodwill impairment charges.
     During the year ended December 31, 2009, we recognized goodwill impairment charges of $9.1 million. As of December 31, 2009 our remaining goodwill was $13.1 million.
     In determining the fair value of the reporting units, the Company used a combination of discounted cash flow techniques and market multiple methodologies. These methods utilize assumptions for expected cash flows, discount rates, and comparable financial institutions to determine market multiples. The aggregate fair value of all reporting units derived from the above valuation techniques was compared to the Company’s market capitalization adjusted for a control premium in order to determine the reasonableness of the financial model output. A control premium represents the value an investor would pay above minority interest transaction prices in order to obtain a controlling interest in the subject company. The values separately derived from each valuation technique (i.e., discounted cash flow and market multiples) were used to develop an overall estimate of a reporting unit’s fair value. Different weighting of the various fair value techniques could result in a higher or lower fair value. Judgment is applied in determining the weightings that are most representative of fair value. The Company used financial projections over a period of time, considered necessary to achieve a steady state of cash flows for each reporting unit. The primary assumptions in the projections were anticipated loan and deposit growth, interest rates and revenue growth. The discount rates were estimated based on the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, and unsystematic risk and size premium adjustments specific to a particular reporting unit. The estimated fair value of a reporting unit is highly sensitive to changes in the discount rate and terminal value assumptions. Minor changes in these assumptions could impact significantly the fair value assigned to a reporting unit. Future potential changes in these assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value.
     When the estimated fair value of a reporting unit is below the carrying value, goodwill may be impaired, and the second step of the goodwill impairment evaluation is performed. The second step involves calculating the implied fair value of the reporting unit’s goodwill. The implied fair value of goodwill is determined in the same manner as it is determined in a business combination. The fair value of the reporting unit’s assets and liabilities, including previously unrecognized intangible assets, is individually determined. The excess fair value of the reporting unit over the fair value of the reporting unit’s net assets is the implied goodwill. Significant judgment and estimates are involved in estimating the fair value of the assets and liabilities of the reporting unit.
     The value of the implied goodwill is highly sensitive to the estimated fair value of the reporting unit’s net assets. The fair value of the reporting unit’s net assets is estimated using a variety of valuation techniques including the following:
    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.
     The estimated fair values reflect the Company’s assumptions regarding how a market participant would value the net assets and includes appropriate credit, liquidity, and market risk premiums that are indicative of the current environment. If the implied fair value of the goodwill for the reporting unit exceeds the carrying value of the goodwill for the respective reporting unit, no goodwill impairment is recorded. Changes in the estimated fair value of the individual assets and liabilities may result in a different amount of implied goodwill, and the amount of goodwill impairment, if any. Future changes in the fair value of the reporting unit’s net assets may result in future goodwill impairment.

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Impairment of Long-lived Assets
     Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When testing a long-lived asset for recoverability, it may be necessary to review estimated lives and adjust the depreciation period. Changes in circumstances and the estimates of future cash flows, as well as evaluating estimated lives of long-lived assets, are subjective and involve a significant amount of judgment. A change in the estimated life of a long-lived asset may substantially change depreciation and amortization expense in subsequent periods. For purposes of recognition and measurement of an impairment loss, we are required to group long-lived assets at the lowest level for which identifiable cash flows are independent of other assets. These cash flows are based on projections from management reports which are based on subjective interdepartmental allocations. Fair values are not available for many of our long-lived assets, and estimates must be based on available information, including prices of similar assets and present value valuation techniques using Level 3 unobservable inputs. Long-lived assets subject to the above impairment analysis included property and equipment, internal-use software, real estate held for development and sale and real estate owned.
     During the year ended December 31, 2009, we recognized impairment on real estate held for sale, operating lease contracts executed for branch expansion and real estate owned of $3.9 million, $2.2 million and $4.1 million, respectively. We generally utilize broker price opinions and third party appraisals to assist us in determining the fair value of real estate held for sale, operating lease contracts and real estate owned. The appraiser or brokers use professional judgment in determining the fair value of the properties and we may also adjust these values for changes in market conditions subsequent to the valuation date when current appraisals are not available. The assumptions used to calculate the fair values are generally Level 3 inputs and are highly subjective and extremely sensitive to changes in market conditions. The amount ultimately realized upon the sale of these properties or the termination of operating leases may be significantly different than the recorded amounts. The assumptions used are representative of assumptions that we believe market participants would use in fair valuing these assets or lease contracts, but different assumptions may result in significantly different results. We validate our assumptions by comparing completed transactions with our prior period fair value estimates and we may check our assumptions against multiple valuation sources. The outstanding balance of real estate owned and real estate held for sale was $46.5 million and $13.7 million, respectively, as of December 31, 2009. The minimum lease payments of the Company’s operating lease contracts executed for branch expansion were $23.4 million at December 31, 2009. There is no assurance that future events including declines in real estate values will not cause us to have additional impairments of long-lived assets or operating leases in the foreseeable future.
Accounting for Deferred Tax Asset Valuation Allowance
     The Company reviews the carrying amount of its deferred tax assets quarterly to determine if the establishment of a valuation allowance is necessary. If, based on the available evidence, it is more-likely-than-not that all or a portion of the Company’s deferred tax assets will not be realized, a deferred tax valuation allowance would be established. Consideration is given to all positive and negative evidence related to the realization of the deferred tax assets.
     In evaluating the available evidence, management considers historical financial performance, expectation of future earnings, length of statutory carry forward periods, experience with operating loss and tax credit carry forwards not expiring unused, tax planning strategies and timing of reversals of temporary differences. Significant judgment is required in assessing future earnings trends and the timing of reversals of temporary differences. The Company’s evaluation is based on current tax laws as well as management’s expectations of future performance based on its strategic initiatives. Changes in existing tax laws and future results differing from expectations may result in significant changes in the deferred tax assets valuation allowance.

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     Based on our evaluation as of December 31, 2009 and 2008, a net deferred tax asset valuation allowance was established for the entire amount of the Company’s net deferred tax assets as the realization of these assets did not meet the more-likely-than-not criteria of the Accounting Standards Codification (“ASC”). During the fourth quarter of 2008, market conditions in the financial services industry significantly deteriorated with the bankruptcies and government bail-outs of large financial services entities. This market turmoil led to a tightening of credit, lack of consumer confidence, increased market volatility and widespread reduction in business activity. These economic conditions as well as the continued deterioration in local real estate markets adversely effected BankAtlantic’s profitable lines of business. As a consequence of the worsening economic conditions during the fourth quarter of 2008, it appeared more-likely-than-not that the Company would not realize its deferred tax assets resulting in a deferred tax asset valuation allowance for the entire amount of the Company’s net deferred tax assets. During the year ended December 31, 2009, the Company recognized significant losses and the economic conditions did not improve, resulting in the Company maintaining its deferred tax valuation allowance for the entire amount of its deferred tax asset. However, significant judgment is required in evaluating the positive and negative evidence for the establishment of the deferred tax asset valuation allowance, and if future events differ from expectations or if there are changes in the tax laws, a substantial portion or the entire deferred tax asset benefit of $143.9 million as of December 31, 2009 may be realized in the future. The Company’s net deferred tax assets can be carried forward for 20 years and applied to offset future taxable income. In November 2009, net operating loss tax laws changed enabling the Company to recognize a benefit $31.7 million associated with the Company’s 2009 taxable loss.
Dividends
     In February 2009, the Company elected to exercise its right to defer payments of interest on its trust preferred junior subordinated debt. During the deferral period, the Company is not permitted to pay dividends to its common shareholders. The Company can end the TruP deferral period by paying all accrued and unpaid interest; however, the Company currently expects to continue to defer interest for the foreseeable future. Further, the availability of funds for dividend payments generally depends upon BankAtlantic’s ability to pay cash dividends to the Company. Current regulations applicable to the payment of cash dividends by savings institutions impose limits on capital distributions based on an institution’s regulatory capital levels, retained net income and net income. The Company does not expect to receive cash dividends from BankAtlantic during 2010, or for the foreseeable future. See Risk Factors – “BankAtlantic Bancorp services its debt and pays dividends primarily from dividends from BankAtlantic, which are subject to regulatory limits” and Regulation and Supervision – “Limitation on Capital Distributions.”
Impact of Inflation
     The financial statements and related financial data and notes presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation.
     Unlike most industrial companies, virtually all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general price levels. Although interest rates generally move in the same direction as inflation, the magnitude of such changes varies. The possible effect of fluctuating interest rates is discussed more fully under the section entitled “Consolidated Interest Rate Risk” In Item 7A below.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Consolidated Market Risk
     Market risk is defined as the risk of loss arising from adverse changes in market valuations which arise from interest rate risk, foreign currency exchange rate risk, commodity price risk and equity price risk. Our primary market risk is interest rate risk.
Consolidated Interest Rate Risk
     The amount of BankAtlantic’s interest earning assets and interest-bearing liabilities expected to reprice, prepay or mature in each of the indicated periods was as follows (in thousands):
                                         
    BankAtlantic Repricing Gap Table  
    As of December 31, 2009  
    1 Year     3 Years     5 Years     More Than        
    or Less     or Less     or Less     5 Years     Total  
Interest earning assets:
                                       
Loans:
                                       
Residential loans (1)
                                       
Fixed rate
  $ 165,479       98,815       61,653       197,496       523,443  
Hybrids ARM less than 5 years
    37,760       13,029       84       200       51,073  
Hybrids ARM more than 5 years
    340,379       291,558       200,368       151,165       983,470  
Commercial loans
    884,202       104,962       88,030       15,471       1,092,665  
Small business loans
    286,848       108,136       47,083       40,986       483,053  
Consumer
    678,464       6,399       3,789       11,175       699,827  
 
                             
Total loans
    2,393,132       622,899       401,007       416,493       3,833,531  
 
                             
Investment securities
                                       
Mortgage backed securities
    89,530       102,466       51,839       63,479       307,314  
Other investment securities
    49,082                   12,760       61,842  
Tax certificates
    110,991                         110,991  
 
                             
Total investment securities
    249,603       102,466       51,839       76,239       480,147  
 
                             
Total interest earning assets
    2,642,735       725,365       452,846       492,732       4,313,678  
 
                             
Total non-earning assets
                      441,444       441,444  
 
                             
Total assets
  $ 2,642,735       725,365       452,846       934,176       4,755,122  
 
                             
 
                                       
Total interest bearing liabilities
  $ 3,512,266       330,576       160,618       324,196       4,327,656  
Non-interest bearing liabilities
                      427,466       427,466  
 
                             
Total non-interest bearing liabilities and equity
  $ 3,512,266       330,576       160,618       751,662       4,755,122  
 
                             
GAP (repricing difference)
  $ (869,531 )     394,789       292,228       168,536          
Cumulative 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.

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     BankAtlantic’s residential loan portfolio includes interest-only loans. These loans are scheduled to reprice as follows (in thousands):
         
Year Ending December 31,   Amount (1)  
2010
  $ 65,227  
2011
    63,542  
2012
    65,988  
2013
    130,249  
2014
    54,787  
Thereafter
    396,393  
 
     
Total interest only loans
  $ 776,186  
 
     
 
(1)   The above table assumes no prepayments.
     The majority of BankAtlantic’s assets and liabilities are monetary in nature, subjecting us to significant interest rate risk because our assets and liabilities reprice at different times, market interest rates change differently among each rate indices and certain interest earning assets, primarily residential loans, may be prepaid before maturity as interest rates change.
     We have developed a model using standard industry software to measure our interest rate risk. The model performs a sensitivity analysis that measures the effect on our net interest income of changes in interest rates. The model measures the impact that parallel interest rate shifts of 100 and 200 basis points would have on our net interest income over a 12 month period.
     The model calculates the change in net interest income by:
  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; and
 
  iii.   Calculating the percentage change in net interest income calculated in (i) and (ii).
     Management has made estimates of cash flow, prepayment, repricing and volume assumptions that it believes to be reasonable. Actual results will differ from the simulated results due to changes in interest rates that differ from the assumptions in the simulation model.
     Certain assumptions by the Company in assessing the interest rate risk during 2009 were utilized in preparing the following table. These assumptions related to:
         
 
  •      Interest rates    
 
  •      Loan prepayment rates    
 
  •      Deposit decay rates    
 
  •      Re-pricing of certain borrowings    
 
  •     Reinvestment in earning assets.    
     The prepayment assumptions used in the model are:
             
 
  •      Fixed rate mortgages     30 %
 
  •      Fixed rate securities     26 %
 
  •      Tax certificates     70 %
 
  •      Adjustable rate mortgages     16 %
 
  •      Adjustable rate securities     25 %

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     Deposit runoff assumptions used in the model are as follows:
                                 
    Within     1-3     3-5     Over 5  
    1 Year     Years     Years     Years  
Money fund savings accounts decay rates
    17 %     17 %     16 %     14 %
NOW and savings accounts decay rates
    37 %     32 %     17 %     17 %
     Presented below is an analysis of the BankAtlantic estimated net interest income over a twelve month period calculated utilizing the Company’s model (dollars are in thousands):
                 
As of December 31, 2009  
    Net        
Changes   Interest     Percent  
in 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, 2009  
    Net        
Changes   Interest     Percent  
in 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 %
     BankAtlantic Bancorp has $308.3 million of outstanding junior subordinated debentures of which $246.2 million bear interest at variable interest rates and adjust quarterly and $62.1 million bear interest at an 8.5% fixed rate. As of December 31, 2009, $276.6 million of the junior subordinated debentures are callable and $31.7 million become callable in 2012.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 


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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
         
    Page
    F-2  
    F-3  
    F-5  
    F-6  
    F-8  
    F-11  
    F-14  

 


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Management’s Report on Internal Control over Financial Reporting
     Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness, as of December 31, 2009, of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2009. PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2009 as stated in its report which appears herein.
     
/s/ Alan B. Levan    
Alan B. Levan
   
Chairman, and
   
Chief Executive Officer
   
 
   
/s/ Valerie C. Toalson
   
Valerie C. Toalson
   
Executive Vice President
   
Chief Financial Officer
   
 
   
March 19, 2010
   

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Report of Independent Registered Certified Public Accounting Firm
To the Board of Directors and Shareholders of
BankAtlantic Bancorp, Inc.
In our opinion, the accompanying consolidated statements of financial condition and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows present fairly, in all material respects, the financial position of BankAtlantic Bancorp, Inc. and its subsidiaries (the “Company”) at December 31, 2009 and December 31, 2008, and the results of their operations and their cash flows for each of the three years in the period ending December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP
Miami, Florida
March 19, 2010

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 
    December 31,  
(In thousands, except share data)   2009     2008  
ASSETS
               
Cash and due from depository institutions (See Note 20)
  $ 234,297       127,780  
Federal funds sold and other short-term investments (See Note 2)
    500       31,177  
Securities available for sale, at fair value (See Notes 3,13,15,16)
    320,327       701,845  
Investment securities, at cost or amortized cost (approximate fair value: $1,500 and $2,503) (See Note 4)
    1,500       2,036  
Tax certificates, net of allowance of $6,781 and $6,064 (See Note 5)
    110,991       213,534  
Federal Home Loan Bank stock, at cost which approximates fair value (See Notes 14 and 20)
    48,751       54,607  
Residential loans held for sale (See Note 6)
    4,547       3,461  
Loans receivable, net of allowance for loan losses of $187,218 and $137,257 (See Notes 6,14,17)
    3,689,779       4,323,190  
Accrued interest receivable (See Note 7)
    32,279       41,817  
Real estate held for development and sale (See Note 8)
    13,694       18,383  
Real estate owned and other repossessed assets (See Note 6)
    46,477       19,045  
Investments in unconsolidated subsidiaries (See Note 9)
    12,563       10,552  
Office properties and equipment, net (See Note 10)
    201,686       216,978  
Goodwill (See Note 11)
    13,081       22,205  
Other assets (See Notes 12,17,20)
    85,145       27,947  
 
           
Total assets
  $ 4,815,617       5,814,557  
 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Liabilities:
               
Deposits
               
Interest bearing deposits
  $ 3,142,100       3,178,105  
Non-interest bearing deposits
    827,580       741,691  
 
           
Total deposits (See Note 13)
    3,969,680       3,919,796  
 
           
Advances from FHLB (See Note 13, 14)
    282,012       967,028  
Securities sold under agreements to repurchase (See Note 15)
    24,468       46,084  
Federal funds purchased and other short-term borrowings (See Note 16)
    2,803       238,339  
Subordinated debentures and mortgage-backed bonds (See Note 17)
    22,697       22,864  
Junior subordinated debentures (See Note 17)
    308,334       294,195  
Other liabilities (See Note 18)
    64,052       82,283  
 
           
Total liabilities
    4,674,046       5,570,589  
 
           
Commitments 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       103  
Class B common stock, $.01 par value, authorized 9,000,000 shares; issued and outstanding 975,225 and 975,225 shares
    10       10  
Additional paid-in capital
    296,438       218,974  
(Accumulated deficit) retained earnings
    (153,434 )     32,667  
 
           
Total stockholders’ equity before accumulated other comprehensive loss
    143,497       251,754  
Accumulated other comprehensive loss
    (1,926 )     (7,786 )
 
           
Total stockholders’ equity
    141,571       243,968  
 
           
Total liabilities and stockholders’ equity
  $ 4,815,617       5,814,557  
 
           
See Notes to Consolidated Financial Statements

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

F-6


Table of Contents

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Basic loss per share (See Note 24)
                       
Continuing operations
  $ (8.02 )   $ (14.54 )   $ (1.93 )
Discontinued operations
    0.15       1.10       0.51  
 
                 
Basic 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       0.51  
 
                 
Diluted loss per share
  $ (7.87 )   $ (13.44 )   $ (1.42 )
 
                 
 
                       
Cash dividends per Class A share
  $ 0.025     $ 0.075     $ 0.640  
 
                 
Cash dividends per Class B share
  $ 0.025     $ 0.075     $ 0.640  
 
                 
Basic weighted average number of common shares outstanding
    23,624,714       15,079,396       15,581,909  
 
                 
Diluted weighted average number of common and common equivalent shares outstanding
    23,624,713       15,079,396       15,581,909  
 
                 
See Notes to Consolidated Financial Statements

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-        
                                    ated        
    Compre-             Addi-             Other        
    hensive             tional             Compre-        
    Income     Common     Paid-in     Retained     hensive        
(In thousands)   (Loss)     Stock     Capital     Earnings     Income (Loss)     Total  
           
BALANCE, DECEMBER 31, 2006
          $ 123       260,948       265,089       (1,178 )     524,982  
 
                                               
Net loss
  $ (22,200 )                 (22,200 )           (22,200 )
 
                                             
Net change from defined benefit plan (less income tax expense of $271)
    431                                          
Unrealized gain on securities available for sale (less income tax expense of $6,618)
    11,240                                          
Reclassification adjustments:
                                               
Realized net periodic pension income (less income tax expense of $92)
    147                                          
Realized gains on securities available for sale (less income tax expense of $2,781)
    (4,722 )                                        
 
                                             
Other comprehensive income
    7,096                         7,096       7,096  
 
                                             
Comprehensive 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             700  
Issuance of Class A common stock upon exercise of stock options
            1       2,448                   2,449  
Tax effect relating to share-based compensation
                  1,265                   1,265  
Purchase and retirement of Class A common stock
            (11 )     (53,758 )                 (53,769 )
Share based compensation expense
                  6,237                   6,237  
             
BALANCE, DECEMBER 31, 2007
          $ 113       217,140       236,150       5,918       459,321  
             
(CONTINUED)
See Notes to Consolidated Financial Statements

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-        
                                    ated        
    Compre-             Addi-             Other        
    hensive             tional             Compre-        
    Income     Common     Paid-in     Retained     hensive        
(In thousands)   (Loss)     Stock     Capital     Earnings     Income (Loss)     Total  
     
BALANCE, DECEMBER 31, 2007
          $ 113       217,140       236,150       5,918       459,321  
Net 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)
    1,569                                          
Reclassification adjustments:
                                               
Realized net periodic pension income (less income tax expense of $0)
    248                                          
Realized loss on securities available for sale (less income tax expense of $0)
    502                                          
 
                                             
Other 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                   103  
Tax effect relating to share-based compensation
                  (42 )                 (42 )
Share based compensation expense
                  1,773                   1,773  
             
BALANCE, DECEMBER 31, 2008
          $ 113       218,974       32,667       (7,786 )     243,968  
             
(CONTINUED)
See Notes to Consolidated Financial Statements

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     Other        
    Compre-             Additional     Deficit)     Compre-        
    hensive     Common     Paid-in     Retained     hensive        
(In thousands)   Income     Stock     Capital     Earnings     Income (Loss)     Total  
     
BALANCE, DECEMBER 31, 2008
          $ 113       218,974       32,667       (7,786 )     243,968  
Net loss
    (185,819 )                 (185,819 )           (185,819 )
 
                                             
Net change from defined benefit plan (less income tax expense of $0)
    7,765                                          
Unrealized gain on securities available for sale (less income tax expense of $0)
    9,798                                          
Reclassification 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       5,860  
 
                                             
Comprehensive 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                   75,451  
Share based compensation expense
                  2,393                   2,393  
             
BALANCE, DECEMBER 31, 2009
          $ 493       296,438       (153,434 )     (1,926 )     141,571  
             
See Notes to Consolidated Financial Statements

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     2007  
Operating 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       78,441  
Impairment of goodwill
    9,124       48,284        
Restructuring charges, impairments and exit activities
    9,209       8,564       13,591  
Depreciation, amortization and accretion, net
    20,464       21,019       18,451  
Share-based compensation expense
    2,393       1,773       6,237  
Tax 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       201  
Net 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       96,470  
Equity earnings in unconsolidated subsidiaries
    (589 )            
Decrease in real estate held for development and sale
          11,382       56  
Increase in securities owned, net
                (23,855 )
Increase in securities sold but not yet purchased
                28,419  
Decrease 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
                9,657  
Decrease in other liabilities
    (17,069 )     (19,499 )     (14,662 )
 
                 
Net cash provided by operating activities
    30,949       64,138       40,928  
 
                 
(CONTINUED)
See Notes to Consolidated Financial Statements

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     2007  
Investing activities:
                       
Proceeds from redemption and maturities of investment securities and tax certificates
    164,082       349,397       208,345  
Purchase 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       623,800  
Repayments of securities available for sale
    146,543       145,610       93,803  
Purchases of FHLB stock
    (2,295 )     (47,655 )     (22,725 )
Redemption of FHLB stock
    8,151       67,051       28,939  
Investments in unconsolidated subsidiaries
    (1,422 )           (5,923 )
Distributions from unconsolidated subsidiaries
          2,531       7,889  
Net 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       2,252  
Proceeds from the sale of property and equipment
    141       1,105       939  
Purchases 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.
                2,628  
 
                 
Net cash provided by (used in) investing activities
    869,633       292,495       (22,066 )
 
                 
Financing activities:
                       
Net increase (decrease) in deposits
    49,884       (3,482 )     86,369  
Prepayments 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       76,949  
Prepayments of bonds payable
          (2,751 )      
Repayment of notes and bonds payable
    (180 )     (904 )     (3,269 )
Excess tax benefits from share-based compensation
                1,265  
Proceeds from issuance of Class A common stock
    75,451       103       2,449  
Proceeds from the issuance of junior subordinated debentures
                30,929  
Purchase 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       138,904  
Cash and cash equivalents of discontinued operations assets held for sale at disposal date
                (6,294 )
Cash and cash equivalents of discontinued assets held for sale
                3,285  
 
                 
Cash and cash equivalents at end of period
  $ 234,797       158,957       124,574  
 
                 
(CONTINUED)
See Notes to Consolidated Financial Statements

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

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 BankAtlantic Bancorp, Inc. (the “Company”) is a unitary savings bank holding company organized under the laws of the State of Florida in 1994. The Company’s principal asset is its investment in BankAtlantic and its subsidiaries. On February 28, 2007, the Company completed the sale to Stifel Financial Corp. (“Stifel”) of Ryan Beck Holdings, Inc. (“Ryan Beck”), a subsidiary engaged in retail and institutional brokerage and investment banking. As a consequence of the sale of Ryan Beck to Stifel, the results of operations of Ryan Beck are presented as “Discontinued Operations” in the Consolidated Statement of Operations, for the year ended December 31, 2007. Discontinued operations in the Consolidated Statements of Operations for the years ended December 31, 2009 and 2008 represent earn-out consideration paid in accordance with the terms of the acquisition agreement.
     BankAtlantic was founded in 1952 and is a federally-chartered, federally-insured savings bank headquartered in Fort Lauderdale, Florida. At December 31, 2009, BankAtlantic operated through a network of 100 branches located in Florida. BankAtlantic is a community-oriented bank which provides traditional retail banking services and a wide range of commercial banking products and related financial services.
     The Company has two classes of common stock. Holders of the Class A common stock are entitled to one vote per share, which in the aggregate represents 53% of the combined voting power of the Class A common stock and the Class B common stock. Class B common stock represents the remaining 47% of the combined vote. BFC Financial Corporation (“BFC”) currently owns 100% of the Company’s Class B common stock and 36% of the Company’s outstanding Class A common stock resulting in BFC owning 37% of the Company’s aggregate outstanding common stock and 66% of the voting power of the Company’s common stock. The percentage of total common equity represented by Class A and Class B common stock was 98% and 2% at December 31, 2009, respectively. The fixed voting percentages will be eliminated, and shares of Class B common stock will be entitled to only one vote per share from and after the date that BFC or its affiliates no longer own in the aggregate at least 487,613 shares of Class B common stock (which is one-half of the number of shares it now owns). Class B common stock is convertible into Class A common stock on a share for share basis.
     The accounting policies applied by the Company conform to accounting principles generally accepted in the United States of America.
     On September 26, 2008, the Company completed a one-for-five reverse stock split. All shares, per share, and stockholders’ equity data have been adjusted to reflect the reverse stock split.
     Certain amounts for prior years have been reclassified to conform to revised financial statement presentation for 2009. The Company adjusted the number of common shares outstanding used for the calculation of earnings per share for prior periods due to the issuance of Class A common stock in September 2009 at a subscription price lower than the market price of the Company’s Class A common stock.
     The Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) became effective on July 1, 2009. At that date, the ASC became FASB’s officially recognized source of authoritative U.S. generally accepted accounting principles (GAAP) applicable to all public and non-public non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for Securities and Exchange Commission (“SEC”) registrants. All other accounting literature is considered non-authoritative. The adoption of ASC did not change GAAP and had no effect on the Company’s financial statements.
     BankAtlantic Bancorp, Inc.’s consolidated financial statements have been prepared on a going concern basis, which reflects the realization of assets and the repayments of liabilities in the normal course of business. Both the Parent Company and BankAtlantic actively manage liquidity and cash flow needs. The Parent Company had cash of $14.0 million as of December 31, 2009, does not have debt maturing until March 2032 and has the ability to defer interest payments on its junior subordinated debentures until December 2013. The Parent Company’s operating expenses for the years ended December 31, 2009, 2008 and 2007 were $7.6 million, $5.6 million and $4.2 million, respectively and its non-interest income was $1.5 million, $1.2 million and $8.2 million, respectively (see Note 28, “Parent Company Financial Information”). BankAtlantic’s liquidity is dependent, in part, on its ability to maintain or increase deposit levels and the availability of borrowings under its lines of credit and Treasury and Federal Reserve lending programs. As of December 31, 2009, BankAtlantic had $235 million of cash and available unused borrowings of approximately $760 million, consisting of $495 million of unused FHLB line of credit capacity, $169 million of unpledged securities, and $96 million of available borrowing capacity at the Federal

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Reserve. However, such available borrowings are subject to periodic reviews and may be terminated, suspended or reduced at any time. Additionally, interest rate changes, additional collateral requirements, disruptions in the capital markets or deterioration in BankAtlantic’s financial condition may reduce the amounts it is able to borrow or make terms of the borrowings and deposits less favorable. As a result, there is a risk that the cost of funds will increase or that the availability of funding sources may decrease.
     The substantial uncertainties throughout the Florida and national economies and U.S. banking industry coupled with current market conditions have adversely affected BankAtlantic Bancorp’s and BankAtlantic’s 2009 results. As of December 31, 2009, BankAtlantic’s capital was in excess of all regulatory “well capitalized” levels. However, the Office of Thrift Supervision (“OTS”), at its discretion, can at any time require an institution to maintain capital amounts and ratios above the established “well capitalized” requirements based on its view of the risk profile of the specific institution. BankAtlantic’s communications with the OTS include providing information on an ad-hoc, one-time or regular basis related to areas of regulatory oversight and bank operations. As part of such communications, BankAtlantic has provided to its regulators forecasts, strategic business plans and other information relating to anticipated asset balances, asset quality, capital levels, expenses, anticipated earnings, levels of brokered deposits and liquidity, and has indicated that BankAtlantic has no plans to pay dividends to the Parent Company. If higher capital requirements are imposed by its regulators, BankAtlantic could be required to raise additional capital. There is no assurance that additional capital will not be necessary, or that the Parent Company or BankAtlantic would be successful in raising additional capital on favorable terms or at all. Although BankAtlantic Bancorp and BankAtlantic have experienced operating losses in each of the years in the three-year period ended December 31, 2009, BankAtlantic remains a “well capitalized” financial institution and both the Parent Company and BankAtlantic anticipate maintaining sufficient liquidity to fund operations at least through December 31, 2010. However, if unanticipated market factors emerge and/or the Company is unable to execute its plans or if BankAtlantic requires capital and the Company is unable to raise capital, it could have a material adverse impact on the Company’s business, results of operations and financial condition.
     Use of Estimates In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the statements of financial condition and operations for the periods presented. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, evaluation of goodwill, intangible and long-lived assets for impairment, valuation of securities, evaluation of securities for impairment and other than temporary declines in value, the valuation of real estate acquired in connection with foreclosure or in satisfaction of loans, the amount of the deferred tax asset valuation allowance, accounting for uncertain tax positions, accounting for contingencies, and accounting for share-based compensation.
     Consolidation Policy — The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and majority-owned subsidiaries. All inter-company transactions and balances have been eliminated.
     Cash Equivalents — Cash equivalents consist of cash, demand deposits at other financial institutions, federal funds sold, securities purchased under resell agreements, money market funds and other short-term investments with original maturities of 90 days or less. Federal funds sold are generally sold for one-day periods, and securities purchased under resell agreements are settled in less than 30 days.
     Investment Securities — Investment securities are classified based on management’s intention on the date of purchase. Debt securities that management has both the intent and ability to hold to maturity are classified as securities held-to-maturity and are stated at cost, net of unamortized premiums and unaccreted discounts.
     Debt securities not held to maturity and marketable equity securities not accounted for under the equity method of accounting are classified as available for sale and are recorded at fair value. Unrealized gains and losses, after applicable taxes, are recorded as a component of other comprehensive income.
     Declines in the value of individual equity securities that are considered other than temporary result in write-downs recorded in securities activities, net in the consolidated statement of operations. Declines in debt securities held to maturity and available for sale that are considered other than temporary result in write-downs recorded in securities activities, net when it is more likely than not the Company will sell the securities before it recovers its cost. If the Company does not intend to sell an impaired debt security but does not expect to recover its cost, the Company determines whether a credit loss exists, and if so, the credit loss is recognized in earnings and any remaining impairment is recognized in other comprehensive income. The review for other-than-temporary declines takes into account the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     Securities acquired for short-term appreciation or other trading purposes are classified as trading securities and are recorded at fair value. Realized and unrealized gains and losses resulting from such fair value adjustments and from recording the results of sales are recorded in securities activities, net.
     Equity securities that do not have readily determinable fair values such as private equity investments are carried at historical cost. These securities are evaluated for other than temporary declines in value, and if impaired, the historical cost of the securities is written down to estimated fair value through securities activities, net.
     Interest on securities, including the amortization of premiums and the accretion of discounts, is reported in interest income using the interest method over the lives of the securities, adjusted for actual prepayments. Gains and losses on the sale of securities are recorded on the trade date and recognized using the specific identification method and reported in securities activities, net.
     Financial instruments and derivatives All derivatives are recognized on the consolidated statement of financial condition at their fair value with realized and unrealized gains and losses resulting from fair value adjustments recorded in securities activities, net in the consolidated statement of operations. If the Company elects hedge accounting, the hedging instrument must be highly effective in achieving offsetting changes in the hedge instrument and hedged item attributable to the risk being hedged. Any ineffectiveness which arises during the hedging relationship is recognized in earnings in the Company’s consolidated statements of operations. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively. There were no derivatives outstanding as of December 31, 2009.
     Tax Certificates — Tax certificates represent a priority lien against real property for which assessed real estate taxes are delinquent. Tax certificates are acquired from municipalities generally by public auction. Tax certificates are carried at cost less an allowance for tax certificate losses.
     Allowance for Tax Certificate Losses — The allowance represents management’s estimate of incurred losses in the portfolio that are probable and subject to reasonable estimation. In establishing its allowance for tax certificate losses, management considers past loss experience, present indicators, such as the length of time the certificate has been outstanding, economic conditions and collateral values. Tax certificates and resulting deeds are classified as non-accrual when a tax certificate is 24 to 60 months delinquent, depending on the municipality, from the acquisition date. At that time, interest ceases to be accrued. The provision to record the allowance is included in other expenses.
     Loans Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are reported at their outstanding principal balances net of any unearned income, unamortized deferred fees or costs, premiums or discounts and an allowance for loan losses. Loan origination fees and direct loan origination costs are deferred and recognized in interest income over the estimated life of the loans using the interest method, adjusted for actual prepayments.
     Loans Held for Sale — Loans held for sale are reported at the lower of aggregate cost or estimated fair value. Loan origination fees and related direct loan origination costs on originated loans held for sale and premiums and discounts on purchased loans held for sale are deferred until the related loan is sold and included in gains and losses upon sale.
     Impaired Loans — Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. For a loan that has been restructured, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms specified by the restructuring agreement.
     Non-performing Loans — A loan is generally placed on non-accrual status at the earlier of (i) the loan becoming past due 90 days as to either principal or interest or (ii) when the borrower has entered bankruptcy proceedings and the loan is delinquent. Exceptions to placing 90-day past due loans on non-accrual may be made if there exists well secured collateral and the loan is in the process of collection. Loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. A loan may be placed on non-accrual status due to material deterioration of conditions surrounding the repayment sources, which could include insufficient borrower capacity to service the debt, significantly delayed property sales or development schedules, declines in the loan-to-value of the loan’s collateral or other factors causing the full payment of the loan’s principal and interest to be in doubt. Accordingly, the Company may place a loan on non-accrual status even when payments of principal or interest are not currently in default. When a loan is placed on

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
non-accrual status, interest accrued but not received is reversed against interest income. A non-accrual loan may be restored to accrual status when there has been a satisfactory period of performance and the loan is expected to perform in the future according to its contractual terms. Interest income on performing impaired loans is recognized on an accrual basis and the cost-recovery method is used for cash receipts on non-accrual loans without specific reserves. Interest income on non-accrual loans with specific reserves is recognized on a cash basis.
     Consumer non-mortgage loans that are 120 days past due are charged off. Secured consumer and residential loans that are 120 days past due are charged down or a specific reserve is established based on the collateral’s fair value less estimated selling costs.
     Allowance for Loan Losses — The allowance for loan losses reflects management’s estimate of probable incurred credit losses in the loan portfolios. The allowance is the amount considered adequate to absorb losses inherent in the loan portfolio based on management’s evaluation of credit risk as of period end. Loans are charged off against the allowance when management believes the loan is not collectible. Recoveries are credited to the allowance.
     The allowance consists of two components. The first component of the allowance is for “non-homogenous” loans that are individually evaluated for impairment. The process for identifying loans to be evaluated individually for impairment is based on management’s identification of classified loans. Once an individual loan is found to be impaired, an evaluation is performed to determine if a specific reserve needs to be assigned to the loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, impairment may be measured based on the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent.
     The second component of the allowance is for “homogenous” loans in which groups of loans with common characteristics are evaluated to estimate the inherent losses in the portfolio. Management segregates homogenous loans into groups with certain common characteristics so as to form a basis for estimating losses as it relates to the group. The allowance for homogenous loans has a quantitative amount and a qualitative amount. The methodology for the quantitative component is based on charge-off history by loan type adjusted by an expected recovery rate. A reasonable time frame is selected for charge-off history in order to estimate the inherent loss in the portfolio. The methodology for the qualitative component is determined by considering the following factors: (1) delinquency and charge-off levels and trends; (2) problem loans and non-accrual levels and trends; (3) lending policy and underwriting procedures; (4) lending management and staff; (5) nature and volume of portfolio; (6) economic and business conditions; (7) concentration of credit; (8) quality of loan review system; and (9) external factors. Based on an analysis of the above factors, a qualitative amount is assigned to each loan product. BankAtlantic may also assign specific reserves on residential real estate and real estate secured consumer loans that were written down in prior periods to reflect further estimated market value declines in the collateral.
     Real Estate Owned (“REO”) — REO is recorded at the lower of cost or estimated fair value, less estimated selling costs when acquired. Write-downs required at the time of acquisition are charged to the allowance for loan losses or allowance for tax certificates losses. Expenditures for capital improvements are generally capitalized. Real estate acquired in settlement of loans or tax certificates is anticipated to be sold and valuation allowance adjustments are made to reflect any subsequent declines in fair values. The costs of holding REO are charged to operations as incurred. Provisions and reversals in the REO valuation allowance are reflected in operations.
     Real Estate Held for Development and Sale — This includes the Company’s investment in a real estate development and land acquired for branch expansion that the Company has committed to sell. Real estate held for development and sale is stated at the lower of accumulated cost or estimated fair value less cost to sell.
     Investments in Unconsolidated Subsidiaries — The Company follows the equity method of accounting to record its interests in subsidiaries in which it has the ability to significantly influence the decisions of the entity and to record its investment in variable interest entities in which it is not the primary beneficiary. As a result, the Company accounts for its interests in statutory business trusts (utilized in the issuance of trust preferred securities) under the equity method. The statutory business trusts are variable interest entities in which the Company is not the primary beneficiary. Under the equity method, the Company’s initial investment is recorded at cost and is subsequently adjusted to recognize its share of earnings or losses. Distributions received reduce the carrying amount of the investment.
     Goodwill and Other Intangible Assets — Goodwill is recorded at the acquisition date of a business. Goodwill is tested for impairment at the reporting unit level annually or at interim periods if events occur subsequent to the annual test date that would result in a decline in the fair value of the reporting units. Our reporting units are businesses for which discrete

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
financial information is available for managers. BankAtlantic’s reporting units are: Community Banking, Commercial Lending, Tax Certificates Operations, Capital Services and Investment Operations. Goodwill testing is a two-step process. The first step of the goodwill impairment test is used to identify potential impairment. This step compares the fair value of the reporting unit with its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is considered not impaired and the second step of the impairment test is not necessary. If the fair value of the reporting unit is less than the carrying value, then the second step of the test is used to measure the amount of goodwill impairment, if any, in the reporting unit. This step compares the current implied goodwill in the reporting unit to its carrying amount. If the carrying amount of the goodwill exceeds the implied goodwill, impairment is recorded for the excess. The implied goodwill is determined in the same manner as the amount of goodwill recognized in a business combination is determined.
     Other intangible assets consist of core deposit intangible assets which were initially recorded at fair value and then amortized on an accelerated basis over a useful life of ten years. The accumulated amortization on core deposit intangible assets was $12.5 million at December 31, 2009.
     Office Properties and EquipmentLand is carried at cost. Office properties, leasehold improvements, equipment and computer software are carried at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets which generally range up to 40 years for buildings and 3-10 years for equipment. The cost of leasehold improvements is amortized using the straight-line method over the shorter of the terms of the related leases or the useful lives of the assets. Direct costs associated with the development of internal-use software are capitalized and amortized over 3 to 5 years.
     Expenditures for new properties, leasehold improvements, equipment and major renewals and betterments are capitalized. Expenditures for maintenance and repairs are expensed as incurred, and gains or losses on disposal of assets are reflected in current operations.
     Impairment of Long Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the full carrying amount of an asset may not be recoverable. In performing the review for impairment, the Company compares the expected undiscounted future cash flows to the carrying amount of the asset and records an impairment loss if the carrying amount exceeds the expected future cash flows based on the estimated discounted cash flows generated by the long-lived assets.
     Long-lived assets to be abandoned are considered held and used until disposed. The carrying value of a long-lived asset to be abandoned is depreciated over its shortened depreciable life when the Company commits to a plan to abandon the asset before the end of its previously estimated useful life. An impairment loss is recognized at the date a long-lived asset is exchanged for a similar productive asset if the carrying amount of the asset exceeds its fair value. Long-lived assets classified as held for sale are reported at the lower of its carrying amount or fair value less estimated selling costs and depreciation (amortization) ceases.
     Accounting for Costs Associated with Exit or Disposal Activities — Cost to terminate a lease contract before the end of its term are recognized and measured when the Company gives notice to the counterparty in accordance with the contract’s contractual terms or has negotiated a termination of the contract with the counterparty. Contracts that have not been terminated and have no economic benefit to the Company are measured at fair value.
     Advertising Advertising expenditures are expensed as incurred.
     Income Taxes The Company and its subsidiaries, other than Heartwood Holdings, Inc., a real estate investment trust, file a consolidated federal income tax return. The Company and its subsidiaries file separate state income tax returns for each state jurisdiction. The provision for income taxes is based on income before taxes reported for financial statement purposes after adjustments for transactions that do not have tax consequences. Deferred tax assets and liabilities are realized according to the estimated future tax consequences attributable to differences between the carrying value of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates as of the date of the statement of financial condition. The effect of a change in tax rates on deferred tax assets and liabilities is reflected in the period that includes the statutory enactment date. A deferred tax asset valuation allowance is recorded when it has been determined that it is more-likely-than-not that deferred tax assets will not be realized. If a valuation allowance is needed, a subsequent change in circumstances in future periods that causes a change in judgment about the realization of the related deferred tax amount could result in the reversal of the deferred tax valuation allowance.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The Company recognizes a liability for uncertain tax positions. An uncertain tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. The Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes.
     Accounting for Contingencies Reserves for contingencies are recorded when it is probable that an asset has been impaired or a liability had been incurred and the amount of the loss can be reasonably estimated.
     Earnings Per Share — Basic earnings per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if options to issue common shares of the Company or its subsidiaries were exercised. In calculating diluted earnings per share, equity in earnings of subsidiaries is adjusted for the effect of subsidiary stock options outstanding, if dilutive. The resulting net income amount is divided by the weighted average number of common shares outstanding, when dilutive. The options and restricted stock are included in the weighted average number of common shares outstanding based on the treasury stock method, if dilutive.
     Brokered Deposits — Brokered deposits are accounted for at historical cost and discounts or premiums, if any, are amortized or accreted using the effective interest method over the term of the deposit.
     Stock-Based Compensation Plans — Effective January 1, 2006, the Company adopted the new guidance issued by the FASB for share-based payments using the modified prospective transition method. Under this transition method, share-based compensation expense for each of the years in the three year period ended December 31, 2009, includes compensation expense for all share-based compensation awards granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the guidance that existed on the grant date. Share-based compensation expense for all stock-based compensation awards granted after January 1, 2006 is based on the grant-date fair value estimated in accordance with the provisions of the new guidance. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of five years, except for options granted to directors which vest immediately.
New Accounting Pronouncements:
     On January 1, 2009, the Company adopted the fair value guidance for nonfinancial assets and nonfinancial liabilities that were not recognized or disclosed at fair value in the financial statements at least annually. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
     In June 2009, the FASB changed the accounting guidance for the consolidation of variable interest entities. The current quantitative-based risks and rewards calculation for determining which enterprise is the primary beneficiary of the variable interest entity will be replaced with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. The new guidance was effective for the Company beginning January 1, 2010. The Company implemented the new guidance as of January 1, 2010 and this new guidance did not have a material effect on the Company’s financial statements.
     In June 2009, the FASB changed the accounting guidance for transfers of financial assets. The new guidance increases the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its statement of financial condition, financial performance and cash flows; and any continuing interest in transferred financial assets. In addition, the guidance amends various concepts associated with the accounting for transfers and servicing of financial assets and extinguishments of liabilities including removing the concept of qualified special purpose entities. This new guidance must be applied to transfers occurring on or after January 1, 2010. The Company did not have any interests in qualified special purpose entities and the implementation of this statement did not have a material effect on the Company’s financial statements.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     In August 2009, the FASB updated its guidance for the fair value measurement of liabilities. The update provided clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value of the liability using: (1) the quoted price of the identical liability when traded as an asset, (2) quoted prices for similar liabilities or similar liabilities when traded as assets, (3) an income approach, such as a present value technique or (4) a market approach such as the amount the reporting entity would pay to transfer the liability or enter into the identical liability. The update also states that a reporting entity would not adjust the fair value of a liability for restrictions that prevent the transfer of the liability. This updated guidance was effective as of September 30, 2009. This update did not have a material effect on the Company’s financial statements.
     In January 2010, the FASB issued an update to ASC that provides additional guidance to improve disclosures regarding fair value measurements. Fair value measurements and disclosures were enhanced to add two new disclosures: (1) transfers in and out of Level 1 and 2 measurements and the reasons for the transfers, and (2) a gross presentation of activity within the Level 3 roll forward. The guidance also includes clarifications to existing disclosure requirements on the level of disaggregation and disclosures regarding inputs and valuation techniques. The guidance applies to all disclosures about recurring and nonrecurring fair value measurements. The effective date of the guidance is the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 roll forward information, which is required for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years. Management believes that the additional disclosures required for fair value measurements will not have a material effect on the Company’s financial statements.
2. Federal Funds Sold and Other Short Term Investments
     The following table provides information on Federal Funds Sold (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Ending Balance
  $       20,825       484  
Maximum outstanding at any month end within period
  $ 61,000       362,360       21,555  
Average amount invested during period
  $ 14,030       44,031       3,638  
Average yield during period
  % 0.45       1.92       4.77  
     As of December 31, 2009 and 2008, the Company had $0.5 million and $10.4 million, respectively, invested in money market accounts with unrelated brokers.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3. Securities Available for Sale
     The following tables summarize securities available for sale (in thousands):
                                 
    As of December 31, 2009  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     Losses     Fair Value  
Government agency securities:
                               
Mortgage-backed securities
  $ 202,985       8,961       1       211,945  
Real estate mortgage investment conduits (1)
    104,329       3,037       19       107,347  
 
                       
Total
    307,314       11,998       20       319,292  
 
                       
Investment Securities:
                               
Other bonds
    250                   250  
Equity securities
    760       31       6       785  
 
                       
Total investment securities
    1,010       31       6       1,035  
 
                       
Total
  $ 308,324       12,029       26       320,327  
 
                       
                                 
    As of December 31, 2008  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     Losses     Fair Value  
Government agency securities:
                               
Mortgage-backed securities
  $ 521,895       11,017       39       532,873  
Real estate mortgage investment conduits (1)
    165,449       1,846       944       166,351  
 
                       
Total
    687,344       12,863       983       699,224  
 
                       
Investment Securities:
                               
Other bonds
    250                   250  
Equity securities
    2,347       24             2,371  
 
                       
Total investment securities
    2,597       24             2,621  
 
                       
Total
  $ 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.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The following table shows the gross unrealized losses and fair value of the Company’s securities available for sale with unrealized losses that are deemed temporary, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2009 and 2008 (in thousands):
                                                 
    As of December 31, 2009  
    Less Than 12 Months     12 Months or Greater     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
             
Mortgage-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, 2008  
    Less Than 12 Months     12 Months or Greater     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
             
Mortgage-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 )
                   
     Unrealized losses on debt securities outstanding greater than twelve months at December 31, 2009 and 2008 were caused primarily by interest rate changes. The cash flows of these securities are guaranteed by government sponsored enterprises. These securities are of high credit quality, the unrealized loss is insignificant and management has the intent and ability to hold the securities until the price recovers and expects that the securities would be settled at a price not less than the carrying amount. The unrealized loss on the equity securities is insignificant. Accordingly, the Company does not consider these investments other-than-temporarily impaired at December 31, 2009 and 2008.
     Unrealized losses on securities outstanding less than twelve months at December 31, 2008 were also caused by interest rate changes. These securities are guaranteed by government agencies and are of high credit quality. Since these securities are of high credit quality and the decline in value has existed for a short period of time, management believes that these securities may recover their losses in the foreseeable future and management has the intent and ability to hold the securities until the price recovers. Accordingly, the Company did not consider these investments other-than-temporarily impaired at December 31, 2008.
     The scheduled maturities of debt securities available for sale were (in thousands):
                 
    Debt Securities  
    Available for Sale  
            Estimated  
    Amortized     Fair  
December 31, 2009 (1) (2)   Cost     Value  
Due within one year
  $ 252       252  
Due after one year, but within five years
    44       45  
Due after five years, but within ten years
    31,190       31,199  
Due after ten years
    276,078       288,046  
 
           
Total
  $ 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.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     Included in securities activities, net were (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Gross gains on securities sales
  $ 11,238       6,302       15,731  
 
                 
Gross losses on securities sales
          (5,103 )     (4,341 )
 
                 
Proceed from sales of securities
    303,825       375,900       623,800  
 
                 
Other-than-temporary impairments
  $ (1,587 )     (3,413 )      
 
                 
     Management reviews its securities available for sale portfolio for other-than-temporary declines in value quarterly. As a consequence of the review during the years ended December 31, 2009 and 2008, the Company recognized a $1.6 million and $3.4 million, respectively, other-than-temporary decline in value related to an equity investment in an unrelated financial institution.
     The change in net unrealized holding gains or losses on securities available for sale, included as a separate component of stockholders’ equity, was as follows (in thousands):
                         
    For The Years Ended December 31,  
    2009     2008     2007  
Net change in other comprehensive income on securities available for sale
  $ 100       (3,346 )     10,356  
Change in deferred tax (benefit) provision on net unrealized losses on securities available for sale
          (5,417 )     3,838  
 
                 
Change in stockholders’ equity from net unrealized losses on securities available for sale
  $ 100       2,071       6,518  
 
                 
4. Investment Securities
     The following tables summarize investment securities (in thousands):
                                 
    As of December 31, 2009  
            Gross     Gross     Estimated  
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
Private investment securities (1)
  $ 1,500                   1,500  
 
                       
                                 
    As of December 31, 2008  
            Gross     Gross     Estimated  
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
Private 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.
     During the year ended December 31, 2009 and 2008, the Company redeemed private investment securities for net proceeds of $2.0 million and $6.3 million, respectively, and recognized gains included in securities activities, net of $1.5 million and $1.3 million, respectively. There were no investment securities redeemed during the year ended December 31, 2007.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     During the year ended December 31, 2006, MasterCard International (“MasterCard”) completed an initial public offering (“IPO”) of its common stock. Pursuant to the IPO, member financial institutions received cash and Class B common stock for their interest in MasterCard. The Company received $0.5 million in cash and 25,587 shares of MasterCard’s Class B common stock. The Class B common stock received was accounted for as a nonmonetary transaction and recorded at historical cost. During the years ended December 31, 2009, 2008 and 2007, BankAtlantic sold 274 shares, 3,313 shares and 22,000 shares of MasterCard common stock for gains included in securities activities, net of $47,000, $1.0 million and $3.4 million, respectively.
     In October 2007, BankAtlantic’s Investment Committee approved a plan to restructure its investment portfolio with a view towards improving the net interest margin and shortening the duration of the portfolio. The tax-exempt municipal securities in the investment securities portfolio had long durations, and the tax-free returns on these securities were not beneficial to the Company in light of the losses which were incurred during the nine months ended September 30, 2007. As a consequence, management decided to sell the held-to-maturity municipal securities and transferred its entire held-to-maturity municipal securities portfolio of $203.0 million to securities available for sale in October 2007. Management does not plan to designate securities as held-to-maturity for the foreseeable future and believes that maintaining its securities in the available for sale category provides greater flexibility in the management of the overall investment portfolio.
5. Tax Certificates
     The following table summarizes tax certificates (in thousands):
                                 
    As of December 31, 2009     As of December 31, 2008  
            Estimated             Estimated  
    Amortized     Fair     Amortized     Fair  
    Cost     Value     Cost     Value  
Tax 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.
     Activity in the allowance for tax certificate losses was (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Balance, beginning of period
  $ 6,064       3,289       3,699  
 
                 
Charge-offs
    (2,965 )     (4,668 )     (867 )
Recoveries
    294       157       157  
 
                 
Net charge-offs
    (2,671 )     (4,511 )     (710 )
Provision charged to non-interest expense
    3,388       7,286       300  
 
                 
Balance, end of period
  $ 6,781       6,064       3,289  
 
                 

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6. Loans Receivable and Loans Held for Sale
     The loan portfolio consisted of the following components (in thousands):
                 
    December 31,  
    2009     2008  
Real estate loans:
               
Residential
  $ 1,549,791       1,929,616  
Builder land loans
    57,807       84,453  
Land acquisition and development
    182,235       226,484  
Land acquisition, development and construction
    26,184       60,730  
Construction and development
    211,809       229,856  
Commercial
    688,386       709,523  
Consumer — home equity
    669,690       718,950  
Small business
    213,591       218,694  
Other loans:
               
Commercial business
    155,226       144,554  
Small business — non-mortgage
    99,113       108,230  
Consumer loans
    15,935       16,406  
Deposit overdrafts
    4,816       9,730  
 
           
Total gross loans
    3,874,583       4,457,226  
 
           
Adjustments:
               
Premiums, discounts and net deferred fees
    2,414       3,221  
Allowance for loan losses
    (187,218 )     (137,257 )
 
           
Loans receivable — net
  $ 3,689,779       4,323,190  
 
           
Loans held for sale
  $ 4,547       3,461  
 
           
     Loans held for sale at December 31, 2009 and 2008 are loans originated through the assistance of an independent mortgage company. The mortgage company provides processing and closing assistance to BankAtlantic. Pursuant to an agreement, this mortgage company purchases the loans from BankAtlantic within a defined period of time after the date of funding. BankAtlantic earns the interest income during the period of ownership. The sales price is negotiated quarterly for all loans sold during the quarter based on originated loan balance. Gains from the sale of loans held for sale were $0.5 million, $0.3 million and $0.5 million, respectively, for the years ended December 31, 2009, 2008 and 2007.
     Undisbursed loans in process consisted of the following components (in thousands):
                 
    December 31,  
    2009     2008  
Construction and development
  $ 43,432       124,332  
Commercial
    25,696       38,930  
 
           
Total undisbursed loans in process
  $ 69,128       163,262  
 
           
     BankAtlantic’s loan portfolio had the following geographic concentration based on outstanding loan balances at December 31, 2009:
         
Florida
    62 %
Eastern U.S.A.
    20 %
Western U.S.A.
    14 %
Central U.S.A
    4 %
 
     
 
    100 %
 
     

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Allowance for Loan Losses (in thousands):
                         
    For Years Ended December 31,  
    2009     2008     2007  
Balance, beginning of period
  $ 137,257       94,020       43,602  
Loans charged-off
    (185,890 )     (117,874 )     (22,642 )
Recoveries of loans previously charged-off
    3,193       1,310       2,218  
 
                 
Net charge-offs
    (182,697 )     (116,564 )     (20,424 )
Provision for loan losses
    232,658       159,801       70,842  
 
                 
Balance, end of period
  $ 187,218       137,257       94,020  
 
                 
     The following summarizes impaired loans (in thousands):
                                 
    As of December 31, 2009     As of December 31, 2008  
    Gross             Gross        
    Recorded     Specific     Recorded     Specific  
    Investment     Allowances     Investment     Allowances  
Impaired loans with specific valuation allowances
  $ 249,477       70,485       174,710       41,192  
Impaired loans without specific valuation allowances
    196,018             138,548        
         
Total
  $ 445,495       70,485       313,258       41,192  
 
                       
     Impaired loans without specific valuation allowances represent loans that were charged-down to the fair value of the collateral less cost to sell, loans in which the collateral value less cost to sell was greater than the carrying value of the loan, loans in which the present value of the cash flows discounted at the loan’s effective interest rate was equal to or greater than the carrying value of the loan, or large groups of smaller-balance homogeneous loans that are collectively measured for impairment.
     The Company continuously monitors collateral dependent loans and performs an impairment analysis on these loans quarterly. Generally, a full appraisal is obtained when a real estate loan becomes adversely classified and an updated full appraisal is obtained within one year from the prior appraisal date, or earlier if management deems it appropriate based on significant changes in market conditions. In instances where a property is in the process of foreclosure, an updated appraisal may be postponed beyond one year, as an appraisal is required on the date of foreclosure; however, such loans are subject to quarterly impairment analyses. Included in total impaired loans as of December 31, 2009 was $258.4 million of collateral dependent loans, of which $221.9 million were measured for impairment using current appraisals and $36.5 million were measured by adjusting appraisals to reflect changes in market conditions subsequent to the appraisal date. Appraised values were adjusted down by an aggregate amount of $12.1 million to reflect current market conditions on 13 loans due to property value declines since the last appraisal dates.
     As of December 31, 2009, impaired loans with specific valuation allowances had been previously charged down by $38.6 million and impaired loans without specific valuation allowances had been previously charged down by $34.1 million. As of December 31, 2008, impaired loans with specific valuation allowances had been previously charged down by $21.9 million and impaired loans without specific valuation allowances had been previously charged down by $29.5 million.
     The average gross recorded investment in impaired loans was $416.5 million, $192.8 million and $76.7 million during the years ended December 31, 2009, 2008 and 2007, respectively. BankAtlantic generally measures non-homogenous loans for impairment using the fair value of collateral less cost to sell method.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Interest income which would have been recorded under the contractual terms of impaired loans and the interest income actually recognized were (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Contracted interest income
  $ 22,417       14,276       15,042  
Interest income recognized
    (9,881 )     (3,368 )     (10,071 )
 
                 
Foregone interest income
  $ 12,536       10,908       4,971  
 
                 
     Non-performing assets consist of non-accrual loans, non-accrual tax certificates, and real estate owned. Non-accrual loans are loans on which interest recognition has been suspended because of doubts regarding the borrower’s ability to repay principal or interest. Non-accrual tax certificates are tax deeds or certificates in which interest recognition has been suspended due to the aging of the certificate or deed.
Non-performing assets (in thousands):
                         
    As of December 31,  
    2009     2008     2007  
Non-accrual — tax certificates
  $ 2,161       1,441       2,094  
 
                 
Non-accrual — loans
                       
Residential
    76,401       34,734       8,678  
Commercial real estate and business
    230,827       241,274       165,818  
Small business
    9,338       4,644       877  
Consumer
    14,451       6,763       3,218  
 
                 
Total non-accrual loans
    331,017       287,415       178,591  
Real estate owned
    46,467       19,045       17,216  
Other repossessed assets
    10              
 
                 
Total non-performing assets
  $ 379,655       307,901       197,901  
 
                 
     Included in non-accrual loans at December 31, 2009 and 2008 were $45.7 million and $4.8 million, respectively, of troubled debt restructured loans. There were no troubled debt restructured loans included in non-accrual loans at December 31, 2007.
Other potential problem loans (in thousands):
                         
    As of December 31,  
    2009     2008     2007  
Performing impaired loans
  $ 6,150              
Loans 90 days past due and still accruing
    9,960       15,721        
Troubled debt restructured
    107,642       28,173       2,488  
 
                 
Total potential problem loans
  $ 123,752       43,894       2,488  
 
                 
     Performing impaired loans represent loans where the Company anticipates collecting all of the principal and interest on the loans but where the timing of the payments may not be in accordance with the contractual terms of the loan agreement. Loans 90 days past due and still accruing are primarily loans that matured and are in the process of renewal, where the borrower continues to make payments under the matured loan agreement or the loan has sufficient collateral to prevent a loss to the Company. Troubled debt restructured loans are loans in which the original terms were modified granting the borrower loan concessions due to financial difficulties. The Company had commitments to lend $4.0 million of additional funds on non-performing and potential problem loans as of December 31, 2009.

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Table of Contents

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      Foreclosed asset activity in non-interest expense includes the following (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Real 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 )     427  
 
                 
Net real estate owned activity
  $ (5,138 )   $ (2,832 )   $ (7,115 )
 
                 
7. Accrued Interest Receivable
     Accrued interest receivable consisted of (in thousands):
                 
    December 31,  
    2009     2008  
Loans receivable
  $ 15,166     $ 22,183  
Tax certificates
    15,709       16,140  
Securities
    1,404       3,494  
 
           
Accrued interest receivable
  $ 32,279     $ 41,817  
 
           
8. Real Estate Held for Development and Sale
     Real estate held for development and sale consisted of the following (in thousands):
                 
    As of December 31,  
    2009     2008  
Land and facilities held for sale
  $ 7,259       8,077  
Land and land development costs
    6,435       10,306  
 
           
Total real estate held for development and sale
  $ 13,694       18,383  
 
           
     (Loss) gains from sales of real estate held for development and sale were as follows (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Sales of real estate
  $       11,887       1,977  
Cost of sales on real estate
          11,979       1,439  
 
                 
(Losses) gains on sales of real estate
  $       (92 )     538  
 
                 
     Included in land and facilities held for sale is land BankAtlantic acquired for its store expansion program. In December 2007, BankAtlantic decided to sell this land and transferred the properties from properties held for use to land and facilities held for sale. BankAtlantic evaluates these properties quarterly for impairment and recognized $0.8 million, $2.8 million and $1.1 million of impairments included in restructuring charges and exit activities in the Company’s consolidated statements of operations during the years ended December 31, 2009, 2008 and 2007, respectively.
     Land and land development costs at December 31, 2009 and 2008 represents real estate inventory from a residential construction development acquired in 2002. The Company evaluates the underlying real estate inventory in the development for impairment periodically. During the years ended December 31, 2009, 2008 and 2007 the Company recorded $3.9 million, $1.2 million and $5.2 million, respectively, of impairments associated with declining fair values of residential real estate.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
9. Investments in Unconsolidated Subsidiaries
     The Consolidated Statements of Financial Condition include the following amounts for investments in unconsolidated subsidiaries (in thousands):
                 
    As of December 31,  
    2009     2008  
Statutory business trusts
  $ 9,307       8,820  
Investment in factoring joint venture
    3,256       1,732  
 
           
Total investments in unconsolidated subsidiaries
  $ 12,563       10,552  
 
           
     The Consolidated Statements of Operations include the following amounts for income from unconsolidated subsidiaries (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Equity in rental real estate joint venture earnings
  $       990       1,592  
Equity in factoring joint venture earnings
    479       518       246  
Earnings in statutory business trusts
    487       601       662  
 
                 
Income from unconsolidated subsidiaries
  $ 966       2,109       2,500  
 
                 
     During the years ended December 31, 2008 and 2007, the Company invested in income producing real estate joint ventures. The business purpose of these joint ventures was to manage certain rental property with the intent to sell the property in the foreseeable future. In January 2008 and February 2007, the Company recorded a gain of approximately $1.0 million and $1.3 million associated with the sale of the underlying properties in joint ventures, respectively. During 2008, the Company liquidated all of its investments in rental real estate joint ventures.
     During the year ended December 31, 2007, the Company invested in a variable interest entity joint venture involved in the factoring of accounts receivable. While the Company owns 50% of the entity, it is not the primary beneficiary, and the maximum exposure to the Company from this investment is $5.0 million.
     The remaining investments in unconsolidated subsidiaries consisted of the Company’s investments in thirteen statutory business trusts that were formed solely to issue trust preferred securities.
     Dividends received from unconsolidated subsidiaries were $0.4 million, $0.6 million and $1.2 million for the years ended December 31, 2009, 2008 and 2007 respectively.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The statutory business trusts’ condensed combined statements of financial condition as of December 31, 2009 and 2008 and condensed combined statements of operations for the years ended December 31, 2009, 2008 and 2007 are as follows (in thousands):
                 
    As of December 31,  
Statement of Financial Condition   2009     2008  
Junior subordinated debentures
  $ 308,334       294,195  
Other assets
    563       1,035  
 
           
Total Assets
  $ 308,897       295,230  
 
           
 
               
Trust preferred securities
  $ 299,027       285,375  
Other liabilities
    563       1,035  
 
           
Total Liabilities
    299,590       286,410  
 
           
 
               
Common securities
    9,307       8,820  
 
           
Total Liabilities and Equity
  $ 308,897       295,230  
 
           
                         
    For the Years Ended December 31,  
Statement of Operations   2009     2008     2007  
Interest income from junior subordinated debentures
  $ 14,669       20,197       22,274  
Interest expense
    (14,182 )     (19,596 )     (21,612 )
 
                 
Net income
  $ 487       601       662  
 
                 
10. Office Properties and Equipment
     Office properties and equipment was comprised of (in thousands):
                 
    As of December 31,  
    2009     2008  
Land
  $ 51,612       51,474  
Buildings and improvements
    155,669       154,913  
Furniture and equipment
    90,873       91,823  
 
           
Total
    298,154       298,210  
Less accumulated depreciation
    96,468       81,232  
 
           
Office properties and equipment — net
  $ 201,686       216,978  
 
           
     Included in occupancy and equipment expense on the Company’s consolidated statement of operations was $18.2 million, $20.7 million and $19.8 million of depreciation expense for the years ended December 31, 2009, 2008 and 2007, respectively. Included in furniture and equipment at December 31, 2009 and 2008 was $2.6 million and $4.8 million, respectively, of unamortized software costs. Included in depreciation expense for the years ended December 31, 2009, 2008 and 2007 was $2.4 million, $3.1 million and $3.0 million, respectively, of software cost amortization.
     During the year ended December 31, 2007, BankAtlantic exchanged branch facilities properties with unrelated third parties. The transactions were real estate for real estate exchanges with no cash payments received. The transactions were accounted for at the fair value of the branch facilities transferred and BankAtlantic recognized a $0.5 million gain in connection with the exchange.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Goodwill
     The Company recognized goodwill associated with the acquisition of financial institutions in prior periods. The change in goodwill by reporting unit is as follows (in thousands):
                                                 
    Commercial   Community   Capital   Tax        
    Lending   Banking   Services   Certificates   Investments   Total
     
Balance as of December 31, 2006
  $ 30,977       17,307       13,081       4,662       4,462       70,489  
Impairment recognized
                                   
     
Balance as of December 31, 2007
    30,977       17,307       13,081       4,662       4,462       70,489  
Impairment recognized
    (30,977 )     (17,307 )                       (48,284 )
     
Balance as of December 31, 2008
                13,081       4,662       4,462       22,205  
Impairment recognized
                      (4,662 )     (4,462 )     (9,124 )
     
Balance as of December 31, 2009
  $             13,081                   13,081  
     
     The Company tests goodwill for potential impairment annually or during interim periods if impairment indicators exist. In response to deteriorating economic and real estate market conditions and the effects that the external environment had on BankAtlantic’s business units, BankAtlantic, in the first quarter of 2009, continued to reduce its asset balances and borrowings with a view toward improving its regulatory capital ratios and revised its projected operating results to reflect a smaller organization in subsequent periods. Additionally, BankAtlantic Bancorp’s market capitalization continued to decline as the average closing price of the Company’s Class A common stock on the New York Stock Exchange for the month of March 2009 was $1.57 compared to $4.23 for the month of December 2008, a decline of 63%. Management believed that the foregoing factors indicated that the fair value of its reporting units might have declined below their carrying amounts, and, accordingly, an interim goodwill impairment test was performed as of March 31, 2009.
     Based on the results of the interim goodwill impairment evaluation, the Company recorded an impairment charge of $9.1 million during the three months ended March 31, 2009. The entire amount of goodwill relating to the Company’s tax certificate ($4.7 million) and investment ($4.5 million) reporting units was determined to be impaired. Goodwill of $13.1 million associated with the Company’s capital services reporting unit was determined not to be impaired.
     Management performed its annual goodwill impairment test as of September 30, 2009 and determined that goodwill of $13.1 million associated with its capital services reporting unit was not impaired. If market conditions do not improve or deteriorate further, the Company may recognize additional goodwill impairment charges in future periods.
     Based on the results of the Company’s goodwill impairment evaluation during 2008, the Company recorded an impairment charge of $48.3 million. The entire amounts of goodwill, $31.0 million and $17.3 million, respectively, relating to the Company’s commercial lending and community banking reporting units were determined to be impaired. The goodwill impairment recognized during 2008 generally reflects the crisis in the financial services industry, the Company’s market capitalization declining significantly below its tangible book value and the effect that the continued deterioration in the general economy as well as the Florida real estate markets has had on the credit quality of the Company’s loan portfolio. The above trends resulted in a decline in the fair value of the Company’s reporting units resulting in the aforementioned goodwill impairment.
     The process of evaluating goodwill for impairment involves the determination of the fair value of the Company’s reporting units. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ materially from such estimates.
     In performing its impairment analysis, the Company used a combination of the discounted cash flow methodology and a market multiple methodology to determine the fair value of each reporting unit. The aggregate fair value of all reporting units was compared to the Company’s market capitalization adjusted for a control premium in order to determine the reasonableness of the financial model output. A control premium represents the value an investor would pay above minority interest transaction prices in order to obtain a controlling interest in the respective company.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The Company generally used a five year period in computing discounted cash flow values. The most significant assumptions used in the discounted cash flow methodology are the discount rate, the terminal value and the forecast of future cash flows.
     The market multiple methodology establishes fair value by comparing the Company’s reporting units to other similar publicly traded companies. The market multiples the Company used in the determination of the fair value of the reporting units were market capitalization to tangible stockholders’ equity and market capitalization to stockholders’ equity.
12. Income Taxes
     The (benefit) provision for income taxes consisted of (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Continuing 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 )
 
                 
     The Company’s actual (benefit) provision for income taxes from continuing operations differ from the Federal expected income tax provision as follows (in thousands):
                                                 
    For the Years Ended December 31,
    2009   2008   2007
             
Income 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       1.49  
Other — 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 )
                   
 
                                               

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and tax liabilities were (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Deferred tax assets:
                       
Allowance for loans, REO, tax certificate losses and write-downs, for financial statement purposes
  $ 66,846       49,642       38,786  
Federal and State NOL and tax credit carry-forward
    68,631       37,572       7,116  
Compensation expensed for books and deferred for tax purposes
    194       779       410  
Real estate held for development and sale capitalized costs for tax purposes in excess of amounts capitalized for financial statement purposes
    492       278       342  
Accumulated other comprehensive income
    920       2,906        
Share based compensation
    1,770       1,345       1,078  
Other
    5,054       5,021       4,174  
 
                 
Total gross deferred tax assets
    143,907       97,543       51,906  
Less valuation allowance
    (138,892 )     (90,333 )     (5,466 )
 
                 
Total deferred tax assets
    5,015       7,210       46,440  
 
                 
Deferred tax Liabilities:
                       
Deferred loan income
    1,188       1,468       1,993  
Accumulated other comprehensive income
                3,304  
Prepaid pension expense
    1,852       2,625       2,530  
Depreciation for tax greater than book
    1,880       2,650       3,293  
Other
    95       467       3,254  
 
                 
Total gross deferred tax liabilities
    5,015       7,210       14,374  
 
                 
Net deferred tax asset
                32,066  
Less 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 )     22,855  
Benefit for deferred income taxes — discontinued operations
                487  
 
                 
(Provision) benefit for deferred income taxes — continuing operations
  $       (35,370 )     23,342  
 
                 
     Activity in the deferred tax valuation allowance was (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Balance, beginning of period
  $ 90,333       5,466       4,610  
Other comprehensive loss
    (1,985 )     (2,906 )      
Increase in State NOL
    17,102       15,719       856  
Increase in Federal NOL
    33,442       72,054        
 
                 
Balance, end of period
  $ 138,892       90,333       5,466  
 
                 
     The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. In its evaluation, management considers taxable loss carry back availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences, and available tax planning strategies that could be implemented, if required. Valuation allowances should be established based on the consideration of all available evidence using a more likely than not standard. Based on the Company’s evaluation, a deferred tax valuation allowance of $138.9 million and $90.3 million was established against its net deferred tax assets as of December 31, 2009 and 2008, respectively. The Company’s deferred tax assets for which it has not established a valuation allowance relate to amounts that can be realized through future reversals of existing taxable temporary differences. The majority of the benefits of the Company’s net deferred tax assets can be carried forward for 20 years and applied to offset future taxable income. The Company’s deferred tax asset valuation allowance would be reversed if and when it becomes

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
more likely than not that the Company will generate sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. In November 2009, the “Workers, Homeownership, and Business Assistance Act of 2009” was enacted extending the net operating loss (“NOL”) carry-back period from two years to up to five years for the 2008 or the 2009 tax years. Included in the Company’s statement of financial condition in other assets was a $31.8 million receivable from the Department of the Treasury resulting from the Company electing to carry-back its 2009 taxable loss for five years.
     A valuation allowance of $5.4 million was established during the year ended December 31, 2007 as it was management’s assessment that certain State NOL carry-forwards included in the Company’s deferred tax assets may not be realized. The Company files separate State income tax returns in each state jurisdiction. Certain of the Company’s subsidiaries have incurred significant taxable losses for sustained periods. As a consequence, management believed that it was more likely than not that the State NOL carry forwards associated with these subsidiaries may not be realized.
     Included in the Company’s deferred tax assets as of December 31, 2009 was $136.9 million federal income tax NOL carry-forwards of which $69.6 million expire in 2028 and $67.3 million expire in 2029. The Company’s federal tax credit carry-forwards were $2.1 million at December 31, 2009 and expire from 2025 to 2029.
     The Company and its subsidiaries file a consolidated federal income tax return but separate state income tax returns. The Company’s state NOL carry-forwards were $521.2 million as of December 31, 2009 and expire from 2016 through 2029.
     The Company’s income tax returns for all years subsequent to the 2004 tax year are subject to examination. Various state jurisdiction tax years remain open to examination. The Company’s 2005, 2007 and 2008 federal income tax returns are currently under examination by the Internal Revenue Service. No other income tax filings are under examination by any other taxing authority.
     On January 1, 2007, the Company adopted the accounting guidance on uncertain income tax positions (“ASC 740”). As a result of the adoption of ASC 740, the Company decreased the liability for unrecognized tax benefits by $700,000 and increased the beginning balance of retained earnings by a corresponding amount. This cumulative-effect adjustment amount is the difference between the amount of tax benefits required to be recognized based on the application of the new accounting guidance and the amount of tax benefits recognized prior to the application of the new accounting guidance.
     A reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period was as follows (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Balance as of beginning of period
  $ 206       194       885  
Cumulative effect adjustment upon adoption of ASC 740
                (700 )
Additions based on tax positions related to current year
                194  
Additions based on tax positions related to prior year
          41       88  
Reductions of tax positions for prior years
          (29 )     (273 )
 
                 
Balance as of end of period
  $ 206       206       194  
 
                 
     The recognition of the unrecognized tax benefits would result in a 0%, 0.11% and 0.33% decrease in the Company’s effective tax rate for the years ended December 31, 2009, 2008 and 2007, respectively. Interest and penalties included in the amount of unrecognized tax benefits was $41,000, $41,000 and $0 at December 31, 2009, 2008 and 2007, respectively.
     Prior to December 31, 1996, BankAtlantic was permitted to deduct from taxable income an allowance for bad debts which was in excess of the provision for such losses charged to income. Accordingly, at December 31, 2009, the Company had $21.5 million of excess allowance for bad debts for which no provision for income tax has been provided. If, in the future, this portion of retained earnings is distributed, or BankAtlantic no longer qualifies as a bank for tax purposes, federal income tax of approximately $7.5 million would be owed.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. Deposits
     The weighted average nominal interest rate payable on deposit accounts at December 31, 2009 and 2008 was 0.95% and 1.41%, respectively. The stated rates and balances on deposits were (dollars in thousands):
                                 
    As of December 31,  
    2009     2008  
    Amount     Percent     Amount     Percent  
Interest free checking
  $ 827,580       20.85 %     741,691       18.92  
Insured money fund savings
                               
0.68% at December 31, 2009
    360,043       9.07       427,762       10.91  
0.70% at December 31, 2008
                               
NOW accounts
                               
0.63% at December 31, 2009
    1,409,138       35.50       992,762       25.33  
0.50% at December 31, 2008
                               
Savings accounts
                               
0.33% at December 31, 2009
    412,360       10.38       419,494       10.70  
0.50% at December 31, 2008
                               
 
                       
Total non-certificate accounts
    3,009,121       75.80       2,581,709       65.86  
 
                       
Certificate accounts:
                               
Less than 2.00%
    654,445       16.49       189,439       4.83  
2.01% to 3.00%
    211,590       5.33       145,188       3.70  
3.01% to 4.00%
    15,965       0.40       598,461       15.27  
4.01% to 5.00%
    51,699       1.30       337,885       8.62  
5.01% to 6.00%
    26,840       0.68       67,108       1.72  
6.01% to 7.00%
    20             6        
 
                       
Total certificate accounts
    960,559       24.20       1,338,087       34.14  
 
                       
Total deposit accounts
  $ 3,969,680       100.00 %     3,919,796       100.00  
 
                       
     Interest expense by deposit category was (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Money fund savings and NOW accounts
  $ 9,961       17,783       26,031  
Savings accounts
    1,612       4,994       12,559  
Certificate accounts — below $100,000
    16,184       21,195       25,512  
Certificate accounts, $100,000 and above
    14,470       20,856       21,002  
Less early withdrawal penalty
    (343 )     (565 )     (628 )
 
                 
Total
  $ 41,884       64,263       84,476  
 
                 

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
At December 31, 2009, the amounts of scheduled maturities of certificate accounts were (in thousands):
                                                 
    For the Years Ended December 31,  
Interest Rate   2010     2011     2012     2013     2014     Thereafter  
0.00% 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       3  
4.01% 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  
 
                                   
     Time deposits of $100,000 and over had the following maturities (in thousands):
         
    December 31,  
    2009  
3 months or less
  $ 164,422  
4 to 6 months
    105,211  
7 to 12 months
    115,156  
More than 12 months
    68,633  
 
     
Total
  $ 453,422  
 
     
     Included in deposits at December 31, was (in thousands):
                 
    2009     2008  
Brokered deposits
  $ 72,904       239,888  
Public deposits
    223,554       243,745  
 
           
Total institutional deposits
  $ 296,458       483,633  
 
           
     As of December 31, 2009, BankAtlantic pledged securities available for sale against public deposits with a fair value of $41.5 million and established a letter of credit with the FHLB for $230 million securing public deposits.
14. Advances from Federal Home Loan Bank
     At December 31, 2009, BankAtlantic had $282.0 million of FHLB advances outstanding of which $280.0 million mature during the three months ending March 31, 2010 and $2.0 million mature in September 2010. These advances had a weighted average interest rate of 2.48% as of December 31, 2009. The average balance and average interest rate of FHLB advances outstanding during the year ended December 31, 2009 was $553.1 million and 2.99%, respectively. BankAtlantic also has a $252.1 million letter of credit outstanding with the FHLB securing deposits.
     BankAtlantic’s line of credit with the FHLB is limited to 40% of assets, subject to available collateral, with a maximum term of 10 years. At December 31, 2009, $811.4 million of 1-4 family residential loans, $52.4 million of commercial real estate loans and $218.4 million of consumer loans were pledged against FHLB advances. In addition, $48.8 million of FHLB stock is pledged as collateral for the letter of credit and outstanding FHLB advances. BankAtlantic’s available borrowings under the FHLB line of credit were $494.6 million as of December 31, 2009.
     During the year ended December 31, 2009, BankAtlantic incurred prepayment penalties of $7.5 million upon the repayment of $760 million of FHLB advances. During the year ended December 31, 2008, BankAtlantic incurred prepayment penalties of $1.6 million upon the repayment of $692 million of FHLB advances.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
15. Securities Sold Under Agreements to Repurchase
     Securities sold under agreements to repurchase represent transactions where the Company sells a portion of its current investment portfolio (usually MBS’s and REMIC’s) at a negotiated rate and agrees to repurchase the same assets on a specified future date. The Company issues repurchase agreements to institutions and to its customers. These transactions are collateralized by securities available for sale. Customer repurchase agreements are not insured by the FDIC. At December 31, 2009 and 2008, the outstanding balances of customer repurchase agreements were $24.5 million and $46.1 million, respectively. There were no institutional repurchase agreements outstanding at December 31, 2009 and 2008. BankAtlantic had $169 million of securities that could be sold or pledged for additional repurchase agreement borrowings.
     The following table provides information on the agreements to repurchase (dollars in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Maximum borrowing at any month-end within the period
  $ 39,286       55,179       109,430  
Average borrowing during the period
  $ 30,732       63,529       73,848  
Average interest cost during the period
  % 0.12       2.23       4.88  
Average interest cost at end of the period
  % 0.12       0.12       3.46  
     The following table lists the amortized cost and estimated fair value of securities sold under repurchase agreements, and the repurchase liability associated with such transactions (dollars in thousands):
                                 
                            Weighted  
            Estimated             Average  
    Amortized     Fair     Repurchase     Interest  
    Cost     Value     Balance     Rate  
         
December 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.
     All repurchase agreements existing at December 31, 2009 matured and were repaid in January 2010. These securities were held by unrelated broker dealers.
16. Federal Funds Purchased and Treasury Borrowings
     BankAtlantic participated in federal funds lines of credit with other financial institutions, the treasury tax and loan program (“TTL”) with the Department of Treasury (the “Treasury”) and the term auction facilities program (“TAF”) and the discount window with the Federal Reserve Board. Under the Treasury program, the Treasury, at its option, can invest up to $4.3 million with BankAtlantic at the federal funds rate less 25 basis points.
     At December 31, 2009, BankAtlantic had pledged $94.1 million and $4.0 million of agency securities available for sale as collateral for the Federal Reserve discount window and the TTL program, respectively. At December 31, 2009, BankAtlantic had $2.8 million outstanding under the TTL program and had no borrowings outstanding under the federal funds purchased or discount window programs. At December 31, 2008, BankAtlantic had $236.0 million and $2.3 million of borrowings outstanding under the TAF and TTL programs, respectively, and no borrowings outstanding under the federal funds purchased or discount window programs.
     BankAtlantic’s available borrowings from lines of credit with other banking institutions, access to Treasury borrowings and the Federal Reserve discount window were $96.3 million as of December 31, 2009.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The following table provides information on federal funds purchased, TAF and TTL borrowings (dollars in thousands):
                         
    As of December 31,  
    2009     2008     2007  
Ending balance
  $ 2,803       238,339       108,975  
Maximum outstanding at any month end within period
  $ 301,891       238,339       175,000  
Average amount outstanding during period
  $ 58,865       78,125       115,334  
Average cost during period
  % 0.29       2.23       5.17  
17. Notes, Bonds, Secured Borrowings and Junior Subordinated Debentures
     The Company had the following subordinated debentures and mortgage-backed bonds outstanding at December 31, 2009 and 2008 (in thousands):
                                         
    Issue     December 31,     Interest     Maturity  
    Date     2009     2008     Rate     Date  
             
BankAtlantic Borrowings
                                       
Subordinated debentures (1)
    10/29/2002     $ 22,000       22,000     LIBOR + 3.45%     11/7/2012  
Mortgage-Backed Bond
    3/22/2002       697       864       (2 )     9/30/2013  
                             
Total 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.
     In October 2002, BankAtlantic issued $22 million of floating rate subordinated debentures due 2012. The subordinated debentures pay interest quarterly and are currently redeemable at a price based upon then-prevailing market interest rates. The subordinated debentures were issued by BankAtlantic in a private transaction as part of a larger pooled securities offering. The subordinated debentures qualify for inclusion in BankAtlantic’s total risk based capital.
     During the year ended December 31, 2008, the Company’s lender agreed to accept a $2.8 million payment for the retirement of $3.1 million in mortgage-backed bonds. Included in the Company’s statement of operations in cost associated with debt redemption is a $0.3 million gain from the early extinguishment of the mortgage-backed bond. The Company pledged $3.3 million of residential loans as collateral for the outstanding balance of the mortgage-back bond as of December 31, 2009.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The Company had the following junior subordinated debentures outstanding at December 31, 2009 and 2008 (in thousands):
                                                 
                                            Beginning  
                                            Optional  
    Issue     As of December 31,     Interest     Maturity     Redemption  
Junior Subordinated Debentures   Date     2009     2008     Rate (1)     Date     Date  
             
BBX Capital Trust Trust I(A)
    6/26/2007     $ 26,436       25,774     LIBOR + 1.45 %   9/15/2037       9/15/2012  
BBX Capital Trust Trust II(A)
    9/20/2007       5,290       5,155     LIBOR + 1.50     12/15/2037       12/15/2012  
BBX Capital Trust Trust II
    3/5/2002       62,097       57,088     Fixed 8.50     3/31/2032       3/31/2007  
BBC Capital Trust III
    6/26/2002       26,928       25,774     LIBOR + 3.45     6/26/2032       6/26/2007  
BBC Capital Trust IV
    9/26/2002       26,914       25,774     LIBOR + 3.40     9/26/2032       9/26/2007  
BBC Capital Trust V
    9/27/2002       10,766       10,310     LIBOR + 3.40     9/30/2032       9/27/2007  
BBC Capital Trust VI
    12/10/2002       16,125       15,450     LIBOR + 3.35     12/10/2032       12/10/2007  
BBC Capital Trust VII
    12/19/2002       26,874       25,774     LIBOR + 3.25     12/26/2032       12/19/2007  
BBC Capital Trust VIII
    12/19/2002       15,969       15,464     LIBOR + 3.35     1/7/2033       12/19/2007  
BBC Capital Trust IX
    12/19/2002       10,647       10,310     LIBOR + 3.35     1/7/2033       12/19/2007  
BBC Capital Trust X
    3/26/2003       53,694       51,548     LIBOR + 3.15     3/26/2033       3/26/2008  
BBC Capital Trust XI
    4/10/2003       10,637       10,310     LIBOR + 3.25     4/24/2033       4/24/2008  
BBC Capital Trust XII
    3/27/2003       15,957       15,464     LIBOR + 3.25     4/7/2033       4/7/2008  
Total Junior Subordinated
                                               
                                     
Debentures (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.
     Annual maturities of junior subordinated debentures and other debt outstanding at December 31, 2009 was as follows (in thousands):
         
Year Ending      
December 31,   Amount  
2010
  $  
2011
     
2012
    22,000  
2013
    13,175  
2014
    1,661  
Thereafter
    294,195  
 
     
Total
  $ 331,031  
 
     
     At December 31, 2009 and 2008, $2.4 million and $3.3 million, respectively, of unamortized underwriting discounts and costs associated with the issuance of subordinated debentures and junior subordinated debentures were included in other assets in the Company’s consolidated statements of financial condition.
Junior Subordinated Debentures:
     The Company has formed thirteen statutory business trusts (“Trusts”) for the purpose of issuing Trust Preferred Securities (“trust preferred securities”) and investing the proceeds thereof in junior subordinated debentures of the Company. The trust preferred securities are fully and unconditionally guaranteed by the Company. The Trusts used the proceeds from issuing trust preferred securities and the issuance of its common securities to the Company to purchase junior subordinated debentures from the Company. Interest on the junior subordinated debentures and distributions on the trust preferred securities are payable quarterly in arrears. Distributions on the trust preferred securities are cumulative and are based upon the liquidation value of the trust preferred security. The Company has the right, at any time, as long as there are no continuing events of default, to defer payments of interest on the junior subordinated debentures for a period not exceeding

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
20 consecutive quarters; but not beyond the stated maturity of the junior subordinated debentures. Beginning in February and March 2009 the Company notified the trustees of the junior subordinated debentures that it has elected to defer interest payments for the next regularly scheduled quarterly interest payment dates and the Company has continued to elect to defer interest payments for each succeeding quarterly interest payment date. The Company has the ability under the junior subordinated debentures to continue to defer interest payments through ongoing, appropriate notices to each of the trustees, and make a decision each quarter as to whether to continue the deferral of interest. The Company currently expects to continue to defer interest payments on the junior subordinated debentures for the foreseeable future. During the deferral period, interest will continue to accrue on the junior subordinated debentures at the stated coupon rate, including on the deferred interest, and the Company will continue to record the interest expense associated with the junior subordinated debentures. During the deferral period, the Company may not, among other things and with limited exceptions, pay cash dividends on or repurchase its common stock nor make any payment on outstanding debt obligations that rank equally with or junior to the junior subordinated debentures. The Company may end the deferral by paying all accrued and unpaid interest. Deferred interest on junior subordinated debentures was $14.1 million as of December 31, 2009 as the Company elected to defer interest during each quarter of 2009. The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at maturity or their earlier redemption. The Company has the right to redeem the junior subordinated debentures after five years from issuance and in some instances sooner. The redemption of the subordinated debentures is subject to the Company having received regulatory approval, if required under applicable capital guidelines or regulatory policies.
     During January 2010, BankAtlantic Bancorp commenced cash offers to purchase all outstanding trust preferred securities having an aggregate principal amount of approximately $285 million at a purchase price of $200 per $1,000 liquidation amount, or an aggregate of $57 million. During February 2010, the cash offer with respect to the approximate $55 million of publicly traded trust preferred securities expired without any such trust preferred securities being repurchased, while the expiration date for the offers relating to the remaining $230 million of trust preferred securities was extended until March 22, 2010. The Company’s ability to complete the offers to purchase $230 million of the Company’s trust preferred securities is subject to the completion of a financing transaction sufficient to pay the purchase price and the receipt of consents and tenders from Holders of the trusts preferred securities sufficient to approve the proposed amendments to the applicable indenture governing the note underlying the relevant series of trusts preferred securities. Accordingly, there is no assurance that the Company will repurchase any or a significant portion of the trust preferred securities.
Indentures
     The Indentures relating to all of the debentures (including those related to the junior subordinated debentures) contain certain customary covenants found in Indentures under the Trust Indenture Act, including covenants with respect to the payment of principal and interest, maintenance of an office or agency for administering the Debentures, holding of funds for payments on the debentures in trust, payment by the Company of taxes and other claims, maintenance by the Company of its properties and its corporate existence and delivery of annual certifications to the Trustee.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
18. Restructuring Charges, Impairments and Exit Activities
     The following provides the change in restructuring and exit activities liabilities at December 31, 2007, 2008 and 2009 (in thousands):
                         
    Employee              
    Termination              
    Benefits     Contract     Total  
    Liability     Liability     Liability  
     
Balance at January 1, 2007
                 
Expenses incurred
    2,527       1,016       3,543  
Amounts paid or amortized
    (2,425 )     (26 )     (2,451 )
     
Balance at December, 31 2007
  $ 102       990       1,092  
     
 
                       
Balance at January 1, 2008
    102       990       1,092  
Expenses incurred
    2,171       2,385       4,556  
Amounts paid or amortized
    (2,102 )     (1,913 )     (4,015 )
     
Balance at December, 31 2008
  $ 171       1,462       1,633  
     
 
                       
Balance at January 1, 2009
    171       1,462       1,633  
Expenses incurred
    2,024       2,479       4,503  
Amounts paid or amortized
    (2,185 )     (260 )     (2,445 )
     
Balance at December, 31 2009
  $ 10       3,681       3,691  
     
     Included in the Company’s Consolidated Statement of Operations for the years ended December 31, 2009, 2008 and 2007 were the following restructuring charges, impairments and exit activities (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Asset impairment
  $ 1,158       4,758       4,808  
Employee termination costs
    2,024       2,171       2,527  
Lease termination, net
    2,479       2,385       1,016  
Reversal 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  
 
                 
     In December 2007, BankAtlantic decided to sell certain properties that it acquired for its future store expansion program and to terminate or sublease certain back-office operating leases. As a consequence, BankAtlantic recorded a $1.5 million impairment charge for back-office facilities and land acquired for store expansion, incurred a $3.3 million impairment charge for engineering and architectural fees associated with obtaining permits for store sites, and recorded lease termination liabilities of $1.0 million associated with executed lease contracts. Sales prices or annual rental rates for similar properties were used to determine fair value.
     During the years ended December 31, 2009 and 2008, BankAtlantic incurred $1.2 million and $4.8 million of additional impairment charges for back-office facilities and land acquired for store expansion and recorded additional lease termination liabilities of $2.2 million and $0.2 million associated with executed lease contracts net of deferred rent reversals, respectively.
     In March 2007, the Company reduced its workforce by approximately 225 associates, or 8%. The reduction in the workforce impacted every operating segment and was completed on March 27, 2007. Included in the Company’s consolidated statement of operations for the year ended December 31, 2007 were $2.6 million of costs associated with one-time termination benefits. These benefits included $0.3 million of share-based compensation.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     In April 2008, the Company reduced its workforce by approximately 6% primarily in the community banking and commercial lending business units and incurred $2.2 million of employee termination costs which was included in the Company’s consolidated statement of operations for the year ended December 31, 2008.
     In March 2009, the Company further reduced its workforce by approximately 7% impacting back office functions as well as our community banking and commercial lending business units. The Company incurred $2.0 million of employee termination costs which was included in the Company’s consolidated statement of operations for the year ended December 31, 2009.
     In June 2008, BankAtlantic sold five stores in Central Florida to an unrelated financial institution. The following table summarizes the assets sold, liabilities transferred and cash outflows associated with the stores sold (in thousands):
         
    Amount  
Assets sold:
       
Loans
  $ 6,470  
Property and equipment
    13,373  
 
     
Total assets sold
    19,843  
 
     
Liabilities transferred:
       
Deposits
    (24,477 )
Other liabilities
    (346 )
 
     
Total liabilities transferred
    (24,823 )
 
     
Net liabilities transferred
    (4,980 )
Deposit premium
    654  
Purchase transaction costs
    (165 )
 
     
Net cash outflows from sales of stores
  $ (4,491 )
 
     
19. Employee Benefit Plans
Defined Benefit Pension Plan:
     At December 31, 1998, the Company froze its defined benefit pension plan (the “Plan”). All participants in the Plan ceased accruing service benefits beyond that date and became vested. The Company is subject to future pension expense or income based on future actual plan returns and actuarial values of the Plan obligations to employees.
     The following tables set forth the Plan’s change in benefit obligation and change in plan assets at December 31, 2009 and 2008 (in thousands):
                 
    As of December 31,  
    2009     2008  
Change in benefit obligation
               
Benefit obligation at the beginning of the year
  $ 31,150       28,918  
Interest cost
    1,832       1,720  
Actuarial loss (gains)
    (510 )     1,549  
Benefits paid
    (1,097 )     (1,037 )
 
           
Projected benefit obligation at end of year
    31,375       31,150  
 
           
 
               
Change in plan assets
               
Fair value of Plan assets at the beginning of year
    17,921       29,104  
Actual 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       17,921  
 
           
Funded status at end of year
  $ (9,429 )     (13,229 )
 
           

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     Included in the Company’s statement of financial condition in other liabilities as of December 31, 2009 and 2008 was $9.4 million and $13.2 million representing the under-funded pension plan amount as of that date.
     Amounts recognized in accumulated other comprehensive income consisted of (in thousands):
                         
    As of December 31,  
    2009     2008     2007  
Net comprehensive loss
  $ 13,929       19,690       3,915  
 
                 
     Other information about the pension plan is as follows (in thousands):
                 
    As of December 31,  
Other information   2009     2008  
Projected benefit obligation
  $ 31,375       31,150  
Accumulated benefit obligation
    31,375       31,150  
Fair value of plan assets
    21,946       17,921  
     Components of net periodic benefit cost and other amounts recognized in other comprehensive income are as follows (in thousands):
                         
    For the Years Ended  
    2009     2008     2007  
Interest cost on projected benefit obligation
  $ 1,832       1,719       1,656  
Expected return on plan assets
    (1,475 )     (2,430 )     (2,396 )
Amortization of unrecognized net gains and losses
    1,648       463       501  
 
                 
Net periodic pension (income) expense (1)
  $ 2,005       (248 )     (239 )
 
                 
Other changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
                       
Change in accumulated benefit obligations
    3,755       (13,415 )     1,180  
Change 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.
     The actuarial assumptions used in accounting for the Plan were:
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Weighted average discount rate used to determine benefit obligation
    6.00 %     6.00       6.00  
Weighted average discount rate used to to determine net periodic benefit cost
    6.00 %     6.00       5.75  
Rate of increase in future compensation levels
    N/A       N/A       N/A  
Expected long-term rate of return
    8.50 %     8.50       8.50  
     Actuarial estimates and assumptions are based on various market factors and are evaluated on an annual basis, and changes in such assumptions may impact future pension costs. The discount rate assumption is based on rates of high quality corporate bonds. The interest rates of high quality corporate bonds remained unchanged from December 31, 2007. The expected long-term rate of return was estimated using historical long-term returns based on the expected asset allocations.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Current participant data was used for the actuarial assumptions for each of the three years ended December 31, 2009. The Company did not make any contributions to the Plan during the years ended December 31, 2009, 2008 and 2007. The Company will be required to contribute $1.6 million to the Plan for the year ended December 31, 2010.
     The Plan’s investment policies and strategies are to invest in mutual funds that are rated with at least a 3-star rating awarded by Morningstar at the initial purchase. If a fund’s Morningstar rating falls below a 3-star rating after an initial purchase, it is closely monitored to ensure that its under-performance can be attributed to market conditions rather than fund management deficiencies. Fund manager changes or changes in fund objectives could be cause for replacement of any mutual fund. The Plan also maintains an aggressive growth investment category which includes investments in equity securities and mutual funds. Both public and private securities are eligible for this category of investment, but no more than 5% of total Plan assets at the time of the initial investment may be invested in any one company. Beyond the initial cost limitation (5% at time of purchase), there will be no limitation as to the percentage that any one investment can represent if it is achieved through growth. As a means to reduce negative market volatility, and to invoke a sell discipline for concentrated positions, the Plan has a strategy of selling call options against certain stock positions within the portfolio when considered timely. At December 31, 2009, 2.4% of the Plan’s assets were invested in the aggressive growth category.
     The Plan’s targeted asset allocation was 72% equity securities, 25% debt securities and 3% cash during the year ended December 31, 2009. A rebalancing of the portfolio takes place on a quarterly basis when there has been a 5% or greater change from the prevailing benchmark allocation.
     The fair values of the pension plan’s assets by asset category are as follows (in thousands):
         
    Quoted Prices  
    In Active  
    Markets  
    for Identical  
    Assets  
Asset Category   (Level 1)  
Cash
  $ 357  
Mutual Funds: (1)
       
US Large Cap Growth
    1,743  
US Large Cap Value
    950  
US Large Cap Blend
    2,203  
US Mid-Cap Growth
    686  
US Mid-Cap Value
    1,081  
US Mid-Cap Blend
    806  
International Equity
    3,124  
Balanced
    10,475  
Common Stock (2)
    521  
 
     
Total 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.
     The pension assets were measured using the market valuation technique with level 1 input. Quoted market prices are available for identical securities for the mutual funds and common stock and all the pension assets trade in active markets.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The following benefit payments are expected to be paid (in thousands):
         
    Pension
Expected Future Service   Benefits
2010
  $ 1,473  
2011
    1,494  
2012
    1,546  
2013
    1,632  
2014
    1,710  
Years 2015-2019
    10,029  
Defined Contribution 401(k) Plan:
     The table below outlines the terms of the Security Plus 401(k) Plan and the associated employer costs (dollars in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Employee salary contribution limit (1)
  $ 16.5       15.5       15.0  
Percentage of salary limitation
    %75       75       75  
Total match contribution (2)
  $ 771       2,551       2,930  
Vesting 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
     The Company established the Profit Sharing Stretch Plan for all employees of the Company and its subsidiaries. The profit sharing awards were paid in cash quarterly during the year ended December 31, 2007 and these awards were subject to achieving specific performance goals. During the year ended December 31, 2008, the Company replaced the profit sharing plan with the 2008 Expense Reduction Initiative for all non-executive employees of the Company and its subsidiaries. The awards were subject to achieving certain expense reduction targets. The 2008 Expense Reduction Initiative was discontinued during the year ended December 31, 2009. Included in employee compensation and benefits in the consolidated statement of operations during the years ended December 31, 2009, 2008 and 2007 was $0, $2.2 million and $2.0 million, respectively, of expenses associated with these plans.
20. Commitments and Contingencies
     The Company is a lessee under various operating leases for real estate and equipment extending to the year 2072. The approximate minimum future rentals under such leases, at December 31, 2009, for the periods shown are (in thousands):
         
Year Ending December 31,   Amount  
2010
  $ 8,492  
2011
    7,427  
2012
    6,693  
2013
    6,078  
2014
    4,749  
Thereafter
    59,273  
 
     
Total
  $ 92,712  
 
     

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Rental expense for premises and equipment
  $ 12,124     $ 13,887     $ 13,591  
 
                 
     In the normal course of its business, the Company is a party to financial instruments with off-balance-sheet risk. These financial instruments include commitments to extend credit and to issue standby and documentary letters of credit. Those instruments involve, to varying degrees, elements of credit risk. BankAtlantic’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of those instruments. BankAtlantic uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
     Financial instruments with off-balance sheet risk were (in thousands):
                 
    December 31,
    2009   2008
Commitments to sell fixed rate residential loans
  $ 23,255     $ 25,304  
Commitments to originate loans held for sale
    18,708       21,843  
Commitments to originate loans held to maturity
    43,842       16,553  
Commitments to extend credit, including the undisbursed portion of loans in process
    396,627       597,739  
Standby letters of credit
    13,573       20,558  
Commercial lines of credit
    74,841       66,954  
     Commitments to extend credit are agreements to lend funds to a customer subject to conditions established in the commitment. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements at December 31, 2009. BankAtlantic has $45.7 million of commitments to extend credit at a fixed interest rate and $413.5 million of commitments to extend credit at a variable rate. BankAtlantic evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral required by BankAtlantic in connection with an extension of credit is based on management’s credit evaluation of the counter-party.
     Standby letters of credit are conditional commitments issued by BankAtlantic to guarantee the performance of a customer to a third party. BankAtlantic standby letters of credit are generally issued to customers in the construction industry guaranteeing project performance. These types of standby letters of credit had a maximum exposure of $10.3 million at December 31, 2009. BankAtlantic also issues standby letters of credit to commercial lending customers guaranteeing the payment of goods and services. These types of standby letters of credit had a maximum exposure of $3.3 million at December 31, 2009. Those guarantees are primarily issued to support public and private borrowing arrangements and generally have maturities of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. BankAtlantic may hold certificates of deposit and residential and commercial liens as collateral for such commitments which are collateralized similar to other types of borrowings. Included in other liabilities at December 31, 2009 was $5,000 of unearned guarantee fees. There were no obligations recorded in the financial statements associated with these guarantees.
     BankAtlantic is required to maintain reserve balances with the Federal Reserve Bank. Such reserves consisted of cash and amounts due from banks of $25.9 million and $68.1 million at December 31, 2009 and 2008, respectively.
     As a member of the FHLB system, BankAtlantic is required to purchase and hold stock in the FHLB of Atlanta. As of December 31, 2009 BankAtlantic was in compliance with this requirement, with an investment of approximately $48.8 million in stock of the FHLB of Atlanta. The FHLB suspended the purchase of its shares in February 2009 until economic conditions improve. The FHLB did not pay a dividend during the first six months of 2009.
     Pursuant to the Ryan Beck sale agreement, the Company agreed to indemnify Stifel and its affiliates against any claims of any third party losses attributable to disclosed or undisclosed liabilities that arise out of the conduct or activities of Ryan Beck prior to the Stifel acquisition of Ryan Beck. The indemnification of the third party losses is limited to those losses which individually exceed $100,000, and in the aggregate exceed $3 million with a $20 million limitation on the

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
indemnity. The indemnified losses include federal taxes and litigation claims. The indemnification period for claims asserted ended on August 31, 2009. Based on information provided by Stifel to date, management does not believe that it is obligated to indemnify Stifel under the Ryan Beck sales agreement, in any amounts greater than $0.5 million that the Company recognized in its consolidated statement of operations in discontinued operations.
     BankAtlantic has terminated various operating leases originally executed for store expansion or back-office facilities. In certain lease terminations, the landlord consents to the assignment of the lease to a third party; however, BankAtlantic remains secondarily liable for the lease obligation. As of December 31, 2009, BankAtlantic was secondarily liable for $10.7 million of lease payments associated with lease assignments. BankAtlantic uses the same credit policies in assigning these leases to third parties as it does in originating loans. BankAtlantic recognized a lease guarantee obligation upon the execution of the lease assignment and included in other liabilities at December 31, 2009 was $0.2 million of unamortized lease guarantee obligations.
     The FDIC is authorized to raise the deposit assessment rates in certain circumstances, which would affect savings institutions in all risk categories. The FDIC has exercised this authority several times in the past and could raise rates in the future. In April 2009, the FDIC raised its assessment rates based on the risk rating of each financial institution and in June 2009 the FDIC imposed a 5 basis point special assessment. In September 2009, the FDIC required financial institutions to prepay, on December 31, 2009, their estimated FDIC insurance assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012. Included in the Company’s statement of operations for the year ended December 31, 2009 was a $2.4 million FDIC special assessment and included in other expense was FDIC insurance assessments of $8.6 million, $2.8 million and $0.5 million for the years ended December 31, 2009, 2008 and 2007, respectively. Included in other assets in the Company’s statement of financial condition as of December 31, 2009 were prepaid FDIC assessments of $31.3 million. Continued increases in deposit insurance premiums would have an adverse effect on our earnings.
     In the ordinary course of business, the Company and its subsidiaries are parties to lawsuits as plaintiff or defendant involving its bank operations, lending and tax certificates. Although the Company believes it has meritorious defenses in all current legal actions, the outcome of the various legal actions is uncertain. Management, based on discussions with legal counsel, has recognized legal reserves of $1.0 million and believes its results of operations or financial condition will not be materially impacted by the resolution of these matters. However, there is no assurance that the Company will not incur losses in excess of reserved amounts or in amounts that will be material to its results of operations or financial condition.
     In October 2007, the Company and current or former officers of the Company were named in a lawsuit which alleges that during the period of November 9, 2005 through October 25, 2007, the Company and the named officers knowingly and/or recklessly made misrepresentations of material fact regarding BankAtlantic and specifically BankAtlantic’s loan portfolio and allowance for loan losses. The Complaint seeks to assert claims for violations of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks unspecified damages. The Company believes the claims to be without merit and intends to vigorously defend the actions.
     In December 2007, the Company, certain officers and Directors were named in a lawsuit which alleges that during the period of November 9, 2005 to present, the Company and the individual defendants violated the Employment Retirement Income Security Act (“ERISA”) by permitting company employees to choose to invest in the Company’s Class A common stock. The Complaint seeks to assert claims for breach of fiduciary duties, the duty to provide accurate information, the duty to avoid conflicts of interest under ERISA and seeks unspecified damages. The Company believes the claim to be without merit and intends to vigorously defend the action.
     In July 2008, the Company, certain officers and Directors were named in a lawsuit which alleges that the individual defendants breached their fiduciary duties by engaging in certain lending practices with respect to the Company’s Commercial Real Estate Loan Portfolio. The Complaint further alleges that the Company’s public filings and statements did not fully disclose the risks associated with the Commercial Real Estate Loan Portfolio and seeks damages on behalf of the Company. The Company believes the claims to be without merit and intends to vigorously defend the actions.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     In February 2009 a complaint was filed against BankAtlantic alleging that BankAtlantic breached its Personal Account Depositor’s Agreement by charging overdraft fees for certain debit card purchases when the customer allegedly had sufficient funds in her account at the time that the items were paid even though the account was overdrawn at the close of business. The Plaintiff seeks to establish a class comprised of all persons or entities with accounts that incurred these allegedly improper overdraft fees on debit card transactions in the previous 5 years. The Company believes the claims to be without merit and intends to vigorously defend the action
     In November 2009, a purported class action against BankAtlantic was filed alleging breach of contract, breach of duty of good faith and fair dealing, unjust enrichment, conversion, and usury. Each of these counts is related to BankAtlantic’s collection of overdraft fees. The Complaint alleges that BankAtlantic failed to adequately warn its customers about overdrafts, failed to give its customers the ability to opt out of an automatic overdraft protection program and improperly manipulated debit card transactions. The Plaintiffs seek to represent BankAtlantic customers in the State of Florida who were assessed overdraft fees. The Company believes the claims to be without merit and intends to vigorously defend the action.
     The Company has received a notice of investigation from the Securities and Exchange Commission, Miami Regional Office and subpoenas for information. The subpoenas request a broad range of documents relating to, among other matters, recent and pending litigation to which the Company is or was a party, certain of the Company’s non-performing, non-accrual and charged-off loans, the Company’s cost saving measures, BankAtlantic Bancorp’s recently formed asset workout subsidiary and any purchases or sales of the Company’s common stock by officers or directors of the Company. Various current and former employees have also received subpoenas for documents and testimony. The Company is fully cooperating with the SEC.
21. Regulatory Matters
     The Company is a unitary savings bank holding company subject to regulatory oversight and examination by the Office of Thrift Supervision (“OTS”), including normal supervision and reporting requirements. The Company is also subject to the reporting and other requirements of the Securities Exchange Act of 1934. In addition, BFC owns 17,333,428 shares of Class A common stock and 100% of Class B common stock which amounts to 37% of the Company’s outstanding common stock and 66% of the voting power of the Company’s common stock. BFC is subject to the same oversight by the OTS as discussed herein with respect to the Company.
     BankAtlantic’s deposits are insured by the FDIC for up to $250,000 for each insured account holder through December 31, 2013 and $100,000 thereafter, the maximum amount currently permitted by law. BankAtlantic has opted to insure its non-interest bearing and interest bearing deposits up to 50 basis points in an unlimited amount pursuant to the FDIC transaction account guarantee program. BankAtlantic is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet capital requirements can cause regulators to initiate certain mandatory and possibly additional discretionary actions that, if undertaken, could have a material adverse effect on the Company’s and BankAtlantic’s financial condition and results of operations. At December 31, 2009, BankAtlantic met all capital adequacy requirements to which it is subject and was considered a “well capitalized” institution.
     The ability of BankAtlantic to pay dividends or make other distributions to the Company in subsequent periods is subject to regulations and OTS approval and is based upon BankAtlantic’s regulatory capital levels and net income. Because BankAtlantic has an accumulated deficit during the prior two years, BankAtlantic is required to file an application to receive approval of the OTS in order to pay dividends to the Company. The OTS would likely not approve any distribution that would cause BankAtlantic to fail to meet its capital requirements or if the OTS believes that a capital distribution by BankAtlantic constitutes an unsafe or unsound action or practice. The Company does not anticipate receiving dividends from BankAtlantic during the year ended December 31, 2010 or until economic conditions and the performance of BankAtlantic’s assets improve. During the years ended December 31, 2009, 2008 and 2007, BankAtlantic paid $0, $15 million and $20 million, respectively, of dividends to the Company.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     BankAtlantic’s actual capital amounts and ratios are presented in the table and are compared to the prompt corrective action (“PCA”) “well capitalized” and “adequately capitalized” ratios. The OTS at its discretion may require BankAtlantic to maintain ratios greater than the PCA standards (dollars in thousands):
                                                 
                    PCA Capital     PCA  
    Actual     Adequacy     Well Capitalized  
    Amount     Ratio     Amount     Ratio     Amount     Ratio  
As of December 31, 2009
                                               
Total 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
     During February 2010, the Company filed a shelf registration statement with the SEC pursuant to which the Company may issue up to $75 million of Class A common stock and/or other securities in the future. The Company may use the proceeds to purchase up to $230 million of its trust preferred securities to support BankAtlantic or for general corporate purposes. Management can give no assurance that this future offering will be consummated. This future offering will depend on market conditions and other factors beyond the Company’s control and the Company cannot predict or estimate the amount, timing or nature of this future offering.
     On August 28, 2009, the Company distributed to each record holder of its Class A common stock and Class B common stock as of August 24, 2009 non-transferable subscription rights to purchase 4.441 shares of its Class A common stock for each share of Class A and Class B common stock owned on that date. The subscription price was $2.00 per share and the Company completed the rights offering on September 29, 2009 and issued 37,980,936 shares of its Class A common stock to exercising shareholders. The net proceeds from this rights offering were $75.5 million, net of offering costs. The Company used the net proceeds to contribute $75 million of capital to BankAtlantic.
     During the years ended December 31, 2009, 2008 and 2007, the Company received net consideration of $0, $0.1 million and $2.4 million, respectively, from the exercise of stock options.
     On May 2, 2006, BankAtlantic Bancorp’s Board of Directors approved the repurchase of up to 1.2 million shares of its Class A common stock through open market or private transactions. During the year ended December 31, 2007, the Company repurchased and retired 1,088,060 of its Class A common stock for $53.8 million.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
BankAtlantic Bancorp Restricted Stock and Stock Option Plans:
                             
    Stock Option Plans
    Maximum   Shares   Class of   Vesting   Type of
    Term   Authorized (3)   Stock   Requirements   Options (2)
1996 Stock Option Plan
  10 years     449,219     Class A   5 Years (1)   ISO, NQ
1999 Stock Option Plan
  10 years     172,500     Class A     (1 )   ISO, NQ
2000 Non-qualifying Stock Option Plan
  10 years     340,830     Class A   immediately   NQ
2001 Amended and Restated Stock Option Plan
  10 years     783,778     Class A   5 Years (1)   ISO, NQ
2005 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.
     The following is a summary of the Company’s non-vested restricted Class A common share activity:
                 
    Class A     Weighted  
    Non-vested     Average  
    Restricted     Grant date  
    Common Stock     Fair Value  
Outstanding at December 31, 2006
    25,840     $ 43.95  
Vested
    (7,583 )     48.93  
Forfeited
           
Granted
    12,432       42.18  
 
           
Outstanding at December 31, 2007
    30,689       42.01  
 
           
Vested
    (10,295 )     33.77  
Forfeited
           
Granted
    5,455       9.70  
 
           
Outstanding at December 31, 2008
    25,849       38.47  
 
           
Vested
    (6,049 )     26.56  
Forfeited
           
Granted
           
 
           
Outstanding at December 31, 2009
    19,800     $ 42.11  
 
           
     As of December 31, 2009, approximately $0.4 million of total unrecognized compensation cost related to non-vested restricted stock compensation. The cost is expected to be recognized over a weighted-average period of approximately 1 year. The fair value of shares vested during the years ended December 31, 2009, 2008 and 2007 was $19,000, $90,000, and $0.4 million, respectively.
     The Company recognizes stock based compensation costs based on the grant date fair value. The grant date fair value for stock options is calculated using the Black-Scholes option pricing model incorporating an estimated forfeiture rate and recognizes the compensation costs for those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of five years. The Company based the estimated forfeiture rate of its nonvested options on its historical experience during the preceding five years.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The Company formulated its assumptions used in estimating the fair value of employee options granted subsequent to January 1, 2006 in accordance with guidance provided by the SEC. As part of this assessment, management determined that the historical volatility of the Company’s stock should be adjusted to reflect the spin-off of Levitt Corporation (“Levitt”) on December 31, 2003 because the Company’s historical volatility prior to the Levitt spin-off was not a good indicator of future volatility. Management reviewed the Company’s stock volatility subsequent to the Levitt spin-off along with the stock volatility of other companies in its peer group. Based on this information, management determined that the Company’s stock volatility was similar to its peer group subsequent to the Levitt spin-off. As a consequence, management estimates the Company’s stock volatility over the estimated life of the stock options granted using peer group experiences instead of the Company’s historical data for the years ended December 31, 2007. During the year ended December 31, 2008, the Company’s stock price exhibited higher volatility than its peer group. As a consequence, the Company began using its historical volatility as an indicator of future volatility. As part of its adoption of new accounting guidance on January 1, 2006, the Company examined its historical pattern of option exercises in an effort to determine if there were any patterns based on certain employee populations. From this analysis, the Company could not identify any employee population patterns in the exercise of its options. As such, the Company used the guidance of SAB 107 to determine the estimated term of options issued subsequent to the adoption of the new accounting guidance. Based on this guidance, the estimated term was deemed to be the midpoint of the vesting term and the contractual term ((vesting term + original contractual term)/2).
     The table below presents the weighted average assumptions used to value options granted to employees and directors. There were no options granted to employees or directors in 2009.
                 
    Weighted Average  
    2008     2007  
Volatility
    46.09 %     29.44 %
Expected dividends
    1.03 %     1.75 %
Expected term (in years)
    5.00       7.23  
Risk-free rate
    3.29 %     4.92 %
     The following is a summary of the Company’s Class A common stock option activity:
                                 
            Weighted     Weighted        
    Class A     Average     Average     Aggregate  
    Outstanding     Exercise     Remaining     Intrinsic  
    Options     Price     Contractual Term     Value ($000)  
Outstanding at December 31, 2006
    1,047,782       56.45       6.4          
Exercised
    (88,227 )     27.75                  
Forfeited
    (75,486 )     67.95                  
Expired
    (15,820 )     59.25                  
Granted
    196,249       46.79                  
 
                         
Outstanding at December 31, 2007
    1,064,498       56.17       6.2          
Exercised
    (6,630 )     15.60                  
Forfeited
    (126,678 )     74.81                  
Expired
    (111,526 )     30.50                  
Granted
    75,954       9.70                  
             
Outstanding at December 31, 2008
    895,618       53.09       5.8          
Exercised
                           
Forfeited
    (38,337 )     72.56                  
Expired
    (77,062 )     28.10                  
Granted
                           
 
                       
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                          
 
                             
     The weighted average grant date fair value of options granted during the years 2008 and 2007 was $3.95 and $16.00,

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
respectively. The total intrinsic value of options exercised during the years ended December 31, 2008 and 2007, was $25,000 and $2.1 million, respectively. There were no options granted or exercised in 2009.
     Total unearned compensation cost related to the Company’s nonvested Class A common stock options was $2.1 million at December 31, 2009. The cost is expected to be recognized over a weighted average period of 1.7 years.
     Included in the Company’s statement of operations in compensation expense was $2.4 million, $1.8 million and $4.5 million of share-based compensation expense for the years ended December 31, 2009, 2008 and 2007, respectively. The recognized tax benefit associated with the compensation expense was $0, $0, and $1.8 million for the years ended December 31, 2009, 2008 and 2007, respectively.
23. Discontinued Operations and Sale of Ryan Beck
     On February 28, 2007, the Company sold Ryan Beck to Stifel. Under the terms of the sales agreement, the Company and several employees of Ryan Beck who held options to acquire Ryan Beck common stock exchanged their entire interest in Ryan Beck common stock and options to acquire Ryan Beck common stock for an aggregate of 3,701,400 shares of Stifel common stock, cash of $2.7 million and five-year warrants to purchase an aggregate of 750,000 shares of Stifel common stock at an exercise price of $24.00 per share (the “Warrants”). Of the total Ryan Beck sales proceeds, the Company’s portion was 3,566,031 shares of Stifel common stock, cash of $2.6 million and Warrants to acquire an aggregate of 722,586 shares of Stifel common stock. The Company sold its entire investment in 3,566,031 shares of Stifel common stock and warrants to acquire 722,586 shares of Stifel common stock during the year ended December 31, 2008 and recognized a gain of $2.8 million.
     The Stifel sales agreement provided for contingent earn-out payments, payable in cash or shares of Stifel common stock, at Stifel’s election, based on (a) defined Ryan Beck private client revenues during the two-year period immediately following the Ryan Beck sale up to a maximum of $40.0 million and (b) defined Ryan Beck investment banking revenues equal to 25% of the amount that such revenues exceeded $25.0 million during each of the two twelve-month periods immediately following the Ryan Beck sale.
     Included in the Company’s consolidated statement of operations in discontinued operations during the years ended December 31, 2009 and 2008 was $4.2 and $16.6 million, respectively, of earn-out consideration. Ryan Beck’s investment banking revenues exceeded $25 million during the first twelve months subsequent to the sale and the Company received additional consideration of 55,016 shares of Stifel common stock valued at $1.7 million during the year ended December 31, 2008. The Company did not receive additional consideration associated with investment banking activities during the year ended December 31, 2009, as Ryan Beck’s investment banking revenues did not exceed $25 million. The Company recognized additional earn-out consideration of $4.2 million and $14.9 million as private client revenues exceeded the defined amounts as of December 31, 2009 and 2008, respectively. The additional consideration associated with the private client revenues was pursuant to the parties’ agreement to be payable by April 15, 2009 in cash or Stifel stock. However, during 2008, the Company and Stifel entered into an amendment to the merger agreement whereby Stifel agreed to prepay $10.0 million of the Ryan Beck private client group earn-out payment for a discounted payment of $9.6 million. The Company received 233,500 shares of Stifel common stock in consideration for the $9.6 million advance earn-out payment.
     The Stifel sales agreement also required the Company to indemnify Stifel for certain losses arising out of activities of Ryan Beck prior to the sale and asserted through August 31, 2009. The Company recognized in its consolidated statement of operations in discontinued operations $0.5 million of indemnification expenses.
     The Company sold 250,233 and 288,516 shares of Stifel common stock received in connection with the investment banking earn-out agreement and the private client earn-out advance payment during the year ended December 31, 2009 and 2008, respectively. Included in other assets in the Company’s statement of financial condition as of December 31, 2009 and 2008 was a $0 and $5.1 million, respectively, receivable from Stifel associated with the private client revenue earn-out payment.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The gain on the sale of Ryan Beck included in the consolidated statement of operations in “Discontinued operations” for the year ended December 31, 2007, was as follows (in thousands):
         
Consideration received:
       
Stifel common stock and Warrants
  $ 107,445  
Cash
    2,628  
 
     
Total consideration received
    110,073  
 
     
Discontinued operations assets held for sale at disposal date
    206,763  
Discontinued operations liabilities held for sale at disposal date
    (117,364 )
 
     
Net assets available for sale at disposal date
    89,399  
Transaction cost
    2,709  
 
     
Gain on disposal of Ryan Beck before income taxes
    17,965  
Provision for income taxes
    1,592  
 
     
Net gain on sale of Ryan Beck
  $ 16,373  
 
     
     The loss from operations of Ryan Beck included in the consolidated statement of operations for the year ended December 31, 2007 in “Discontinued operations” was as follows (in thousands):
         
    2007  
Investment banking revenues
  $ 37,836  
 
     
Non-interest expenses
       
Employee compensation and benefits
    27,532  
Occupancy and equipment
    2,984  
Advertising and promotion
    740  
Transaction related costs (1)
    14,263  
Professional fees
    1,106  
Communications
    2,255  
Floor broker and clearing fees
    1,162  
Interest expense
    985  
Other
    1,086  
 
     
Total non-interest expenses
    52,113  
 
     
Loss 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.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
24. Earnings per Share
     The following reconciles the numerators and denominators of the basic and diluted earnings per share computation for the years ended December 31, 2009, 2008 and 2007 (in thousands, except share data).
                                         
    For The Years Ended December 31,  
    2009     2008     2007  
            As     As     As     As  
Basic loss         Adjusted     Reported     Adjusted     Reported  
Numerator:
                                       
Continuing operations
  $ (189,520 )     (219,244 )     (219,244 )     (30,012 )     (30,012 )
Discontinued operations
    3,701       16,605       16,605       7,812       7,812  
 
                             
Net 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       11,632,313  
 
                             
 
Basic 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       0.67  
 
                             
Basic loss per share
  $ (7.87 )     (13.44 )     (18.05 )     (1.42 )     (1.91 )
 
                             
                                         
    For the Years Ended December 31,  
    2009     2008     2007  
            As     As     As     As  
Diluted loss per share           Adjusted     Reported     Adjusted     Reported  
Numerator:
                                       
Continuing operations
  $ (189,520 )     (219,244 )     (219,244 )     (30,012 )     (30,012 )
Discontinued operations
    3,701       16,605       16,605       7,812       7,812  
 
                             
Net loss income
    (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       11,632,313  
Stock-based compensation
                                 
 
                             
Diluted weighted average shares outstanding
    23,624,713       15,079,396       11,225,580       15,581,909       11,632,313  
 
                             
Diluted 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       0.67  
 
                             
Diluted loss per share
  $ (7.87 )     (13.44 )     (18.05 )     (1.42 )     (1.91 )
 
                             
     Options to acquire 780,219, 868,165, and 1,064,497 shares of Class A common stock were anti-dilutive for the years ended December 31, 2009, 2008 and 2007, respectively.
     On September 29, 2009, the Company completed a rights offering of Class A common stock to its shareholders at a subscription price that was lower than the market price of the Company’s Class A common stock. As a consequence, the rights offering was deemed to contain a bonus element that is similar to a stock dividend requiring the Company to adjust the weighted average number of common shares used to calculate basic and diluted earnings per share in prior periods retrospectively by a factor of 1.34.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
25. Fair Value Measurement
     Fair value is defined as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three main valuation techniques to measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach. The accounting literature defines an input fair value hierarchy that has three broad levels and gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
     The valuation techniques are summarized below:
     The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
     The income approach uses financial models to convert future amounts to a single present amount. These valuation techniques include present value and option-pricing models.
     The cost approach is based on the amount that currently would be required to replace the service capacity of an asset. This technique is often referred to as current replacement costs.
     The input fair value hierarchy is summarized below:
     Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at each reporting date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available.
     Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers (for example, some brokered markets), or in which little information is released publicly (for example, a principal-to-principal market); inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates).
     Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are only used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The following tables present major categories of the Company’s assets measured at fair value on a recurring basis as of December 31, 2009 (in thousands):
                                 
            Fair Value Measurements Using  
            Quoted prices in              
            Active Markets     Significant Other     Significant  
    As of     for Identical     Observable     Unobservable  
    December 31,     Assets     Inputs     Inputs  
Description   2009     (Level 1)     (Level 2)     (Level 3)  
Mortgage-backed securities
  $ 211,945             211,945        
REMICS
    107,347             107,347        
Bonds
    250                   250  
Equity securities
    785       785              
 
     
Total
  $ 320,327       785       319,292       250  
 
     
     The following tables present major categories of the Company’s assets measured at fair value on a recurring basis as of December 31, 2008 (in thousands):
                                 
            Fair Value Measurements Using  
            Quoted prices in              
            Active Markets     Significant Other     Significant  
    As of     for Identical     Observable     Unobservable  
    December 31,     Assets     Inputs     Inputs  
Description   2008     (Level 1)     (Level 2)     (Level 3)  
Mortgage-backed securities
  $ 532,873             532,873        
REMICS
    166,351             166,351        
Bonds
    250                   250  
Equity securities
    2,371       783             1,588  
 
     
Total
  $ 701,845       783       699,224       1,838  
 
     
     There were no recurring liabilities measured at fair value in the Company’s financial statements as of December 31, 2009 and 2008 respectively.
     The following table presents major categories of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2009 (in thousands):
                         
            Equity        
    Bonds     Securities     Total  
Beginning Balance
  $ 250       1,588       1,838  
Total 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  
 
     
     The $1.6 million equity securities loss represents an other-than-temporary impairment associated with a decline in value related to an equity investment in an unrelated financial institution.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The following table presents major categories of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2008 (in thousands):
                                 
            Stifel     Equity        
    Bonds     Warrants     Securities     Total  
Beginning Balance
  $ 681       10,661       5,133       16,475  
Total gains and losses (realized/unrealized)
                               
Included in earnings (or changes in net assets)
          3,704       (3,412 )     292  
Included 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  
 
                       
     The $3.7 million of gains included in earnings for the year ended December 31, 2008 represents realized gains relating to the sale of Stifel warrants. The $3.4 million equity securities loss represents an other-than-temporary impairment associated with a decline in value related to an equity investment in an unrelated financial institution.
     The valuation techniques and the inputs used in our financial statements to measure the fair value of our recurring financial instruments are described below.
     The fair values of mortgage-backed and real estate mortgage conduit securities are estimated using independent pricing sources and matrix pricing. Matrix pricing uses a market approach valuation technique and Level 2 valuation inputs as quoted market prices are not available for the specific securities that the Company owns. The independent pricing sources value these securities using observable market inputs including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads and other reference data in the secondary institutional market which is the principal market for these types of assets. To validate fair values obtained from the pricing sources, the Company reviews fair value estimates obtained from brokers, investment advisors and others to determine the reasonableness of the fair values obtained from independent pricing sources. The Company reviews any price that it determines may not be reasonable and requires the pricing sources to explain the differences in fair value or reevaluate its fair value.
     Bonds and equity securities are generally fair valued using the market approach and quoted market prices (Level 1) or matrix pricing (Level 2 or Level 3) with inputs obtained from independent pricing sources to value bonds and equity securities, if available. We also obtain non-binding broker quotes to validate fair values obtained from matrix pricing. However, for certain equity and debt securities in which observable market inputs cannot be obtained, we value these securities either using the income approach and pricing models that we developed or based on observable market data that we have adjusted based on our judgment of the factors a market participant would use to value the securities (Level 3).

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The following table presents major categories of assets measured at fair value on a non-recurring basis as of December 31, 2009 (in thousands):
                                         
    Fair Value Measurements Using  
            Quoted prices in                    
            Active Markets     Significant     Significant        
            for Identical     Other Observable     Unobservable        
    December 31,     Assets     Inputs     Inputs     Total  
Description   2009     (Level 1)     (Level 2)     (Level 3)     Impairments  
Loans measured for impairment using the fair value of the collateral
  $ 259,392                   259,392       189,193  
Impaired real estate owned
    16,980                   16,980       4,124  
Impaired real estate held for sale
    12,480                   12,480       4,688  
 
                                       
Impaired goodwill
                            9,124  
 
                             
Total
  $ 288,852                   288,852       207,129  
 
                             
     The following table presents major categories of assets measured at fair value on a non-recurring basis as of December 31, 2008 (in thousands):
                                         
    Fair Value Measurements using  
            Quoted prices in                    
            Active Markets     Significant     Significant        
            for Identical     Other Observable     Unobservable        
    December 31,     Assets     Inputs     Inputs     Total  
Description   2008     (Level 1)     (Level 2)     (Level 3)     Impairments  
Loans measured for impairment using the fair value of the collateral
  $ 209,012                   209,012       103,193  
Private equity investment
    536                       536       1,148  
 
                             
Total
  $ 209,548                   209,548       104,341  
 
                             
     There were no liabilities measured at fair value on a non-recurring basis in the Company’s financial statements during the years ended December 31, 2009 and 2008 respectively.
     Loans Measured For Impairment
     Impaired loans are generally valued based on the fair value of the underlying collateral. The Company primarily uses third party appraisals to assist in measuring non-homogenous impaired loans. These appraisals generally use the market or income approach valuation technique and use market observable data to formulate an opinion of the fair value of the loan’s collateral. However, the appraiser uses professional judgment in determining the fair value of the collateral or properties, and we may also adjust these values for changes in market conditions subsequent to the appraisal date. When current appraisals are not available for certain loans, we use our judgment on market conditions to adjust the most current appraisal. The sales prices may reflect prices of sales contracts not closed, and the amount of time required to sell out the real estate project may be derived from current appraisals of similar projects. As a consequence, the calculation of the fair value of the collateral uses Level 3 inputs. The Company generally uses third party broker price opinions or an automated valuation service to measure the fair value of the collateral for impaired homogenous loans in the establishment of specific reserves or charge-downs when these loans become 120 days delinquent. These third party valuations from real estate professionals use Level 3 inputs in the determination of the fair values.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     Impaired Real Estate Owned and Real Estate Held for Sale
     Real estate is generally valued with the assistance of third party appraisals or broker price opinions. These appraisals generally use the market approach valuation technique and use market observable data to formulate an opinion of the fair value of the properties. However, the appraiser or brokers use professional judgment in determining the fair value of the properties and we may also adjust these values for changes in market conditions subsequent to the valuation date when current appraisals are not available. As a consequence of using broker price opinions and adjustments to appraisals, the fair values of the properties use Level 3 inputs in the determination of fair value.
     Impaired Goodwill
     In determining the fair value of the reporting units in the test of goodwill for impairment, the Company used discounted cash flow valuation techniques. This method requires assumptions for expected cash flows and applicable discount rates. The aggregate fair value of all reporting units derived from the above valuation methodology was compared to the Company’s market capitalization adjusted for a control premium in order to determine the reasonableness of the financial model output. A control premium represents the value an investor would pay above minority interest transaction prices in order to obtain a controlling interest in the respective company. The Company used financial projections over a period of time considered necessary to achieve a steady state of cash flows for each reporting unit. The primary assumptions in the projections were anticipated loan, tax certificates and securities growth, interest rates and revenue growth. The discount rates were estimated based on the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, and unsystematic risk and size premium adjustments specific to a particular reporting unit. The estimated fair value of a reporting unit is highly sensitive to changes in the discount rate and terminal value assumptions and, accordingly, minor changes in these assumptions could impact significantly the fair value assigned to a reporting unit. Future potential changes in these assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. As a result of the significant judgments used in determining the fair value of the reporting units, the fair values of the reporting units use Level 3 inputs in the determination of fair value.
     Private Equity Investment
     Private investment securities represented investments in limited partnerships that invest in equity securities based on proprietary investment strategies. The underlying equity investments in these limited partnerships are generally publicly traded equity securities and the fair values of these securities are obtained from the general partner. As the fair values of the underlying securities in the limited partnership were obtained from the general partner and the inputs used are proprietary to the limited partnership and not known to the Company, the fair value assigned to these investments is considered Level 3.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Financial Disclosures about Fair Value of Financial Instruments
                                 
    December 31, 2009     December 31, 2008  
    Carrying     Fair     Carrying     Fair  
(in thousands)   Amount     Value     Amount     Value  
Financial assets:
                               
Cash and cash equivalents
  $ 234,797       234,797       158,957       158,957  
Securities available for sale
    320,327       320,327       701,845       701,845  
Investment securities
    1,500       1,500       2,036       2,503  
Tax certificates
    110,991       112,472       213,534       224,434  
Federal home loan bank stock
    48,751       48,751       54,607       54,607  
Loans receivable including loans held for sale, net
    3,694,326       3,392,681       4,326,651       3,959,563  
Financial liabilities:
                               
Deposits
    3,969,680       3,971,702       3,919,796       3,919,810  
Short term borrowings
    27,271       27,271       284,423       284,474  
Advances from FHLB
    282,012       282,912       967,028       983,119  
Subordinated debentures and notes payable
    22,697       20,645       22,864       21,550  
Junior subordinated debentures
    308,334       74,943       294,195       142,086  
     Management has made estimates of fair value that it believes to be reasonable. However, because there is no active market for many of these financial instruments and management has derived the fair value of the majority of these financial instruments using the income and market approach techniques with Level 3 unobservable inputs, there is no assurance that the Company would receive the estimated value upon sale or disposition of the asset. Management estimates used in its net present value financial models rely on assumptions and judgments regarding issues where the outcome is unknown and actual results or values may differ significantly from these estimates. The Company’s fair value estimates do not consider the tax effect that would be associated with the disposition of the assets or liabilities at their fair value estimates.
     Fair values are estimated for loan portfolios with similar financial characteristics. Loans are segregated by category, and each loan category is further segmented into fixed and adjustable rate interest terms and by performing and non-performing categories.
     The fair value of performing loans is calculated by using an income approach with Level 3 inputs. The fair value of performing loans is estimated by discounting forecasted cash flows through the estimated maturity using estimated market discount rates that reflect the interest rate risk inherent in the loan portfolio. The estimate of average maturity is based on BankAtlantic’s historical experience with prepayments for each loan classification, modified as required, by an estimate of the effect of current economic and lending conditions. Management assigns a credit risk premium and an illiquidity adjustment to these loans based on risk grades.
     The fair value of tax certificates was calculated using the income approach with Level 3 inputs. The fair value is based on discounted expected cash flows using discount rates that take into account the risk of the cash flows of tax certificates relative to alternative investments.
     The fair value of FHLB stock is its carrying amount.
     As permitted by the accounting guidance, the fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, savings and NOW accounts, and money market and checking accounts, is shown in the above table at book value. The fair value of certificates of deposit is based on an income approach with Level 3 inputs. The fair value is calculated by the discounted value of contractual cash flows with the discount rate estimated using current rates offered by BankAtlantic for similar remaining maturities.
     The fair value of short-term borrowings is calculated using the income approach with Level 2 inputs. The Company discounts contractual cash flows based on current interest rates. The carrying value of these borrowings approximates fair value as maturities are generally less than thirty days.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The fair value of FHLB advances was calculated using the income approach with Level 2 inputs. The fair value was based on discounted cash flows using rates offered for debt with comparable terms to maturity and issuer credit standing.
     The fair values of BankAtlantic’s subordinated debentures was based on discounted values of contractual cash flows at a market discount rate adjusted for non-performance risk.
     The fair value of BankAtlantic’s mortgage-backed bond for the year ended December 31, 2008 was based on a December 2008 trade with an unrelated financial institution. The fair value of BankAtlantic’s mortgage-backed bond for the year ended December 31, 2009 was based on discounted values of contractual cash flows at a market discount rate.
     The Company used NASDAQ price quotes available with respect to its $62.1 million of publicly traded trust preferred securities junior subordinated debentures (“public debentures”). However, $246.2 million of its outstanding debentures are not traded, but are held in pools and privately with no liquidity or readily determinable source for valuation (“private debentures”). Based on the deferral status and the lack of liquidity and ability of a holder to actively sell such private debentures, the fair value of these private debentures may be subject to a greater discount to par and have a lower fair value than indicated by the public debenture price quotes. However, due to their private nature and the lack of a trading market, fair value of the private debentures was not readily determinable at December 31, 2009, and as a practical expedient, management used the NASDAQ price quotes of the public debentures to value all of the outstanding junior subordinated debentures whether privately held or public traded.
     As of December 31, 2008, the Company obtained the fair value on $57.1 million of junior subordinated debentures from NASDAQ price quotes of the related trust preferred securities. The fair value of the Company’s remaining junior subordinated debentures was obtained using the income approach by discounting estimated cash flows at a market discount rate adjusted for non-performance risk.
     The carrying amount and fair values of BankAtlantic’s commitments to extend credit, standby letters of credit, financial guarantees and forward commitments are not significant. (See Note 20 for the contractual amounts of BankAtlantic’s financial instrument commitments).
Derivatives
     Commitments to originate residential loans held for sale and to sell residential loans are derivatives. The fair value of these derivatives was not included in the Company’s financial statements as the amount was not considered significant. These derivatives relate to a loan origination program with an independent mortgage company where the mortgage company purchases the originated loans from BankAtlantic generally within fourteen days after the funding date at a price negotiated quarterly for all loans sold during the quarter.
     Included in the proceeds received from the February 2007 sale of Ryan Beck to Stifel were warrants to acquire 722,586 shares of Stifel common stock at $24.00 per share. During the year ended December 31, 2008, all of the Stifel warrants were sold for a gain of $3.7 million. The Company received gross proceeds of $14.4 million from the sale of the warrants.
     Based on market conditions, BankAtlantic writes call options on recently purchased agency securities (“covered calls”). Included in the statement of operations in securities activities, net during the years ended December 31, 2008 and 2007 was covered call transaction gains of $0.4 million and $0, respectively. The Company had no call options outstanding as of December 31, 2009.
Concentration of Credit Risk
     BankAtlantic purchases residential loans located throughout the country. The majority of these residential loans are jumbo residential loans. A jumbo loan has a principal amount above the industry-standard definition of conventional conforming loan limits. These loans could potentially have outstanding loan balances significantly higher than related collateral values in distressed areas of the country as a result of real estate value declines in the housing markets. Also included in this purchased residential loan portfolio are interest-only loans. The structure of these loans results in possible future increases in a borrower’s loan payments when the contractually required repayments change due to interest rate movement and the required amortization of the principal amount. These payment increases could affect a borrower’s ability

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
to meet the debt service on or repay the loan and lead to increased defaults and losses. At December 31, 2009, BankAtlantic’s residential loan portfolio included $776.2 million of interest-only loans, which represents 53.0% of the residential loan portfolio with 29% of the principal amount of these interest-only loans secured by collateral located in California. BankAtlantic has attempted to manage this credit risk by purchasing interest-only loans originated to borrowers that it believes to be credit worthy, with loan-to-value and total debt to income ratios at origination within agency guidelines.
     BankAtlantic has a high concentration of consumer home equity and commercial loans in the State of Florida. Real estate values and general economic conditions have significantly deteriorated from the origination dates of the loans. If the market conditions in Florida do not improve or deteriorate further, BankAtlantic may be exposed to significant credit losses in this portfolio.
26. Related Parties
     The Company, Woodbridge Holdings LLC (“Woodbridge”, the successor by merger to Woodbridge Holdings Corporation which was formerly Levitt Corporation) and Bluegreen Corp. (“Bluegreen”) may be deemed to be under common control. The controlling shareholder of the Company and Woodbridge is BFC Financial Corp. (“BFC”), and Woodbridge owns 52% of the outstanding common stock of Bluegreen. Shares of BFC’s capital stock representing a majority of the voting power are owned or controlled by the Company’s Chairman and Vice Chairman, both of whom are also directors of the Company, executive officers and directors of BFC and Woodbridge, and directors of Bluegreen. The Company, BFC, Woodbridge and Bluegreen share certain office premises and employee services, pursuant to the agreements described below.
     In March 2008, BankAtlantic entered into an agreement with Woodbridge to provide information technology support in exchange for monthly payments by Woodbridge to BankAtlantic of $10,000 and a one-time set-up charge of approximately $20,000. The information technology monthly payments were increased to $15,000 effective July 1, 2009. In May 2008, BankAtlantic entered into a lease agreement with BFC under which BFC pays BankAtlantic monthly rent of $24,490 for office space in BankAtlantic’s corporate headquarters. Effective April 2009, the monthly rent paid by BFC under this lease was increased to $25,357.
     The Company maintains service agreements with BFC pursuant to which BFC provides human resources, risk management and investor relations services to the Company. BFC is compensated for these services based on its cost.
     The table below shows the effect of service arrangements on the Company’s consolidated statement of operations for the years ended December 31, 2009, 2008 and 2007 (in thousands):
                         
    For the Years Ended December 31,  
    2009     2008     2007  
Non-interest income:
                       
Other – office facilities
  $ 545       442       289  
Non-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 )
 
                 
     The Company in prior periods issued options to acquire shares of the Company’s Class A common stock to employees of Woodbridge prior to the spin-off of Woodbridge to the Company’s shareholders on December 31, 2003. Additionally, employees of the Company have transferred to affiliate companies and the Company has elected, in accordance with the terms of the Company’s stock option plans, not to cancel the stock options held by those former employees. The Company accounts for these options to former employees as employee stock options because these individuals were employees of the Company on the grant date. During the year ended December 31, 2007, former employees exercised 2,613 options to acquire Class A common stock at a weighted average exercise price of $42.80. There were no options exercised by former employees during the years ended December 31, 2009 and 2008.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     Options outstanding to former employees consisted of the following as of December 31, 2009:
                 
    Class A     Weighted  
    Common     Average  
    Stock     Price  
Options outstanding
    45,476     $ 53.57  
Options non-vested
    6,181     $ 95.10  
     During the year ended December 31, 2007, the Company issued to BFC employees that perform services for the Company options to acquire 9,800 shares of the Company’s Class A common stock at an exercise price of $46.90. These options vest in five years and expire ten years from the grant date. The Company recognizes service provider expense on options over the vesting period measured based on the option fair value at each reporting period. The Company recorded $50,000, $26,000 and $13,000 of service provider expense relating to these options for the years ended December 31, 2009, 2008 and 2007, respectively.
     BankAtlantic entered into securities sold under agreements to repurchase transactions with Woodbridge and BFC in the aggregate of $0 and $4.7 million as of December 31, 2009 and 2008, respectively. These transactions have the same general terms as BankAtlantic repurchase agreements with unaffiliated third parties. The Company recognized $0, $80,000 and $185,000 of interest expense in connection with the above repurchase transactions for the years ended December 31, 2009, 2008 and 2007, respectively.
     Additionally, Woodbridge and BFC had deposits at BankAtlantic totaling $20.9 million as of December 31, 2009. The Company recognized $39,000 of interest expense in connection with the above deposits. These deposits were on the same general terms as offered to unaffiliated third parties.
     As of December 31, 2009, Woodbridge had $7.7 million invested through the Certificate of Deposit Account Registry Service (“CDARS”) program at BankAtlantic. The CDARS program facilitates the placement of funds into certificates of deposit issued by other financial institutions in increments less than the standard FDIC insurance maximum to insure that both principal and interest are eligible for full FDIC insurance coverage. BankAtlantic received $28.4 million of deposits from other participating CDARS financial institutions’ customers in connection with this program, and these amounts are included in brokered deposits in the Company’s statement of financial condition.
     The Company and its subsidiaries utilized certain services of Ruden, McClosky, Smith, Schuster & Russell, P.A. (“Ruden, McClosky”). Prior to his retirement in 2006, Bruno DiGiulian, a director of the Company, was of counsel to Ruden, McClosky. Fees aggregating $55,000, $75,000, and $274,000 were paid by the Company to Ruden, McClosky during the years ended December 31, 2009, 2008 and 2007, respectively.
27. Segment Reporting
     Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Reportable segments consist of one or more operating segments with similar economic characteristics, products and services, production processes, type of customer, distribution system and regulatory environment. The information provided for segment reporting is based on internal reports utilized by management. Results of operations are reported through two reportable segments: BankAtlantic and Parent Company. BankAtlantic activities consist of retail banking services delivered through a network of 100 stores located in Florida. The Parent Company activities consist of equity and debt financings, capital management and acquisition related expenses. Additionally, effective March 31, 2008, a wholly-owned subsidiary of the Parent Company purchased non-performing loans from BankAtlantic. As a consequence, the Parent Company activities also include managing this portfolio of non-performing loans and related real estate owned.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     The following summarizes the aggregation of the Company’s operating segments into reportable segments:
     
Reportable Segment   Operating Segments Aggregated
BankAtlantic
  Banking operations
Parent Company
  BankAtlantic Bancorp’s operations, costs of acquisitions, asset and capital management and financing activities.
     The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies. Intersegment transactions consist of shared services such as risk management consulting, loan servicing, executive management and investment banking placement and advisory fees which are eliminated in consolidation.
     Depreciation and amortization consist of: depreciation on property and equipment, amortization of core deposit intangible assets, deferred rent and deferred offering costs.
     The Company evaluates segment performance based on segment net income after tax. The table below is segment information for income from continuing operations for each of the years in the three year period ended December 31, 2009 (in thousands):
                                 
                    Adjusting and        
            Parent     Elimination     Segment  
    BankAtlantic     Company     Entries     Total  
2009
                               
Interest income
  $ 223,048       573       (28 )     223,593  
Interest 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 )     129,821  
Non-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                   31,719  
 
                       
Segment net loss
  $ (148,708 )     (40,812 )           (189,520 )
 
                       
Total assets
  $ 4,755,122       456,860       (396,365 )     4,815,617  
 
                       
Equity method investments included in total assets
  $ 3,256       9,307             12,563  
 
                       
Goodwill
  $ 13,081                   13,081  
 
                       
Expenditures for segment assets
  $ 3,731                   3,731  
 
                       
Depreciation and amortization
  $ 19,669       795             20,464  
 
                       

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 
                    Adjusting and        
            Parent     Elimination     Segment  
    BankAtlantic     Company     Entries     Total  
2008
                               
Interest income
  $ 313,285       1,445       (214 )     314,516  
Interest 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 )     137,564  
Non-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 )     5,814,557  
 
                       
Equity method investments included in total assets
  $ 1,732       8,820             10,552  
 
                       
Goodwill
  $ 22,205                   22,205  
 
                       
Expenditures for segment assets
  $ 11,483                   11,483  
 
                       
Depreciation and amortization
  $ 20,220       799             21,019  
 
                       
                                 
                    Adjusting and        
            Parent     Elimination     Segment  
    BankAtlantic     Company     Entries     Total  
2007
                               
Interest income
  $ 369,570       2,320       (257 )     371,633  
Interest expense
    (170,060 )     (23,054 )     257       (192,857 )
(Provision) for loan losses
    (70,842 )                 (70,842 )
Non-interest income
    144,412       8,250       (830 )     151,832  
Non-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             27,572  
 
                       
Segment net loss
  $ (19,440 )     (10,572 )           (30,012 )
 
                       
Total assets (1)
  $ 6,161,962       758,372       (541,517 )     6,378,817  
 
                       
Equity method investments included in total assets
  $ 4,263       8,820             13,083  
 
                       
Goodwill
  $ 70,490                   70,490  
 
                       
Expenditures for segment assets
  $ 63,992             299       64,291  
 
                       
Depreciation 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.

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

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                         
    For the Years Ended December 31,  
(In thousands)   2009     2008     2007  
Operating 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       48,001  
Net 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
                700  
Share-based compensation expense
    362       585       1,084  
Tax benefits from share-based compensation
                (1,265 )
Impairments of investment securities
    1,588       4,560       3,316  
Deferred interest on junior subordinated debentures
    14,139              
Deferred tax valuation allowance
          12,496        
Amortization and accretion, net
    793       824       762  
Gains 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       761  
Increase 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
                4,081  
Investments 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       55,252  
Net proceeds from the sale of Ryan Beck Holdings, Inc.
                2,628  
 
                 
Net cash (used in) provided by investing activities
    (90,320 )     18,304       31,416  
 
                 
Financing activities:
                       
Issuance of common stock
    75,451       103       2,449  
Proceeds from the issuance of junior subordinated Debentures
                30,929  
Purchase and retirement of Class A common stock
                (53,769 )
Common stock dividends paid
    (282 )     (844 )     (7,439 )
Excess tax benefits from share-based compensation
                1,265  
 
                 
Net 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       9,883  
 
                 
Cash and cash equivalents at end of period
  $ 14,002       37,116       9,162  
 
                 
 
                       

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                         
            (Continued)          
    For the Years Ended December 31  
(In thousands)   2009     2008     2007  
Cash paid for:
                       
Interest
  $ 1,027     $ 21,271     $ 22,971  
Supplementary 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 (Unaudited)
     The following tables summarize the Company’s quarterly results of operations for the years ended December 31, 2009 and 2008 (in thousands except share and per share data).
                                         
    First     Second     Third     Fourth     For the  
2009   Quarter     Quarter     Quarter     Quarter     Year Ended  
     
Interest income
  $ 62,609       57,180       53,748       50,056       223,593  
Interest expense
    24,861       20,908       15,896       13,566       75,231  
             
Net interest income
    37,748       36,272       37,852       36,490       148,362  
Provision for loan losses
    44,277       43,494       63,586       81,301       232,658  
             
Net 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 )           3,701  
             
Net 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 )           0.15  
     
Basic (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 )           0.15  
             
Diluted (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       23,624,713  
             
Diluted weighted average number of common shares outstanding
    15,089,994       15,093,007       15,096,420       49,220,267       23,624,713  
             
     The first quarter of 2009 was unfavorably impacted by a $44.3 million provision for loan losses, a $9.1 million goodwill impairment and $1.9 million of severance cost due to a workforce reduction. The first quarter provision for loan losses primarily related to charge-offs and loan loss reserves associated with consumer, residential and commercial real estate loan portfolios.
     The second quarter of 2009 was unfavorably impacted by a $43.5 million provision for loan losses and a $2.4 million FDIC special assessment levied.

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     During the third quarter of 2009 the Company recognized provisions for loan losses of $63.6 million primarily resulting from increased charge-offs and economic factors impacting the allowance for loan losses. Also included in the third quarter results were $4.8 million of securities gains and $5.4 million of costs associated with debt redemptions.
     During the fourth quarter of 2009 the Company’s provision for loan losses increased to $81.3 million primarily due to commercial real estate charge-offs and increased allowance for commercial real estate loan losses. The fourth quarter was also unfavorably impacted by $7.7 million of impairments associated with real estate owned, real estate held for sale and unfavorable lease contracts.
                                         
    First     Second     Third     Fourth     For the  
2008   Quarter     Quarter     Quarter     Quarter     Year Ended  
             
Interest income
  $ 83,732       78,487       81,184       71,113       314,516  
Interest expense
    41,101       32,886       34,767       31,931       140,685  
             
Net interest income
    42,631       45,601       46,417       39,182       173,831  
Provision for loan losses
    42,888       47,247       31,214       38,452       159,801  
             
Net 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       16,605  
             
Net 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       1.48  
             
Basic (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       1.48  
             
Diluted (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       11,225,580  
             
Diluted weighted average number of common shares outstanding
    11,219,318       11,223,495       11,228,081       11,231,394       11,225,580  
             
AS 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       1.10  
     
Basic (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       1.10  
             
Diluted (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       15,079,396  
             
Diluted weighted average number of common shares outstanding
    15,071,643       15,076,815       15,082,493       15,086,595       15,079,396  
             

F-69


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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
     On September 29, 2009, the Company completed a rights offering of Class A common stock to its shareholders at a subscription price that was lower than the market price of the Company’s Class A common stock. As a consequence, the rights offering was deemed to contain a bonus element that is similar to a stock dividend requiring the Company to adjust the weighted average number of common shares used to calculate basic and diluted earnings per share in prior periods retrospectively by a factor of 1.34.
     The first quarter of 2008 was unfavorably impacted by a $42.9 million provision for loan losses and $6.6 million of losses associated with Stifel equity securities. The first quarter provision for loan losses reflected $40.6 million in commercial loan charge-offs concentrated in the commercial residential development real estate loan categories as well as an increase in our allowance for home equity loan losses reflecting increased delinquency trends in this portfolio.
     The second quarter of 2008 was unfavorably impacted by a $47.2 million provision loan losses and $6.0 million of restructuring and impairment charges. The second quarter provision for loan losses reflected continued commercial residential real estate loan charge-offs and higher allowances for consumer home equity loans. The restructuring and impairment charges primarily resulted from exit costs associated with the consolidation of back-office facilities and impairments on real estate held for sale.
     The third quarter of 2008 was unfavorably impacted by a $31.2 million provision for loan losses reflecting continued decline in residential real estate values.
     During the fourth quarter of 2008, the Company recognized goodwill impairment of $48.3 million and an $81.3 million deferred tax valuation allowance was established. Real estate values and the general economy continued to deteriorate resulting in a $38.5 million provision for loan losses.

F-70


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ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
     None.
ITEM 9A.   CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
     We have established disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) to make known material information concerning the Company, including its subsidiaries, to those officers who certify our financial reports and to other members of our senior management. As of December 31, 2009, our management carried out an evaluation, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2009, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and was accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
     Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all errors and all improper conduct. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of improper conduct, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Further, the design of any control system is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any such design will succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal Control Over Financial Reporting
     Management’s Report on Internal Control Over Financial Reporting is included in Item 8 immediately preceding Report of Independent Registered Certified Public Accounting Firm, which includes an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
     There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.   OTHER INFORMATION
     None.

 


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PART III
     Other than information regarding our equity compensation plans, which has been included as part of Item 5 of Part II of this Form 10-K and is incorporated into Item 12 of this Part III by reference thereto, the information required by Items 10 through 14 will be provided by incorporating the information required under such items by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the year covered by this Form 10-K or, alternatively, by amendment to this Form 10-K under cover of 10-K/A no later than the end of such 120 day period.
PART IV
ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents Filed as Part of this Report:
  (1)   Financial Statements
 
      The 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 Schedules
 
      All 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

     The following exhibits are either filed as a part of this Form 10-K or are incorporated herein by reference to documents previously filed as indicated below:
         
Exhibit        
Number   Description   Reference
 
3.1
  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

         
Exhibit        
Number   Description   Reference
 
10.23
  Indenture for the Registrant’s Floating Rate
Junior Subordinated Deferrable Interest
Debentures held by BBC Capital Trust III
  Exhibit 10.2 to the Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2002 filed on August 14, 2002.
 
       
10.24
  Amended and Restated Declaration of Trust of BBC Capital Statutory Trust IV   Exhibit 10.1 to the Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002.
 
       
10.25
  Indenture for the Registrant’s Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2032 held by BBC Capital
Statutory Trust IV
  Exhibit 10.2 to the Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002.
 
       
10.26
  Amended and Restated Trust Agreement of BBC Capital Trust V   Exhibit 10.3 to the Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002.
 
       
10.27
  Indenture for the Registrant’s Floating Rate
Junior Subordinated Notes due 2032 held by
BBC Capital Trust V
  Exhibit 10.3 to the Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002.
 
       
10.28
  Indenture for the Company’s Floating Rate
Junior Subordinated Notes due 2032 held by
BBC Capital Trust VI
  Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.29
  Amended and Restated Trust Agreement of BBC Capital Trust VI   Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.30
  Indenture for the Company’s Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2032 held by BBC Capital
Statutory Trust VII
  Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.31
  Amended and Restated Declaration of Trust of BBC Capital Statutory Trust VII   Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.32
  Indenture for the Company’s Floating Rate
Junior Subordinated Debt Securities due 2033
held by BBC Capital Trust VIII
  Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.33
  Amended and Restated Declaration of Trust of BBC Capital Trust VIII   Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.34
  Indenture for the Company’s Floating Rate
Junior Subordinated Debt Securities due 2033
held by BBC Capital Trust IX
  Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.35
  Amended and Restated Declaration of Trust of BBC Capital Trust IX   Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.36
  Indenture for BankAtlantic’s Floating Rate
Subordinated Debt Securities due 2012
  Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.37
  Amendment to the BankAtlantic Bancorp, Inc. 1999 Stock Option Plan   Form 10-K for the year ended December 31, 2002, filed on March 31, 2003.
 
       
10.38
  Amended and Restated BankAtlantic Bancorp 2001 Option Plan*   Appendix B to the Registrant’s Definitive Proxy Statement filed on April 18, 2002.
 
       
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

         
Exhibit        
Number   Description   Reference
 
10.44
  Indenture for the Company’s Floating Rate
Junior Subordinated Deferrable Interest
Debentures due 2033 held by BBC Capital
Statutory Trust XII
  Exhibit 10.6 to the Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2003 filed on May 15, 2003.
 
       
10.46
  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
     Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BankAtlantic Bancorp, Inc.
         
     
March 19, 2010  By:   /s/Alan B. Levan    
    Alan B. Levan, Chairman of the Board,   
    and Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
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