e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission files number 001-13133
BankAtlantic Bancorp, Inc.
(Exact name of registrant as specified in its charter)
     
Florida
(State or other jurisdiction of
incorporation or organization)
  65-0507804
(I.R.S. Employer
Identification No.)
     
2100 West Cypress Creek Road    
Fort Lauderdale, Florida   33309
(Address of principal executive offices)   (Zip Code)
(954) 940-5000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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, and (2) has been subject to such filing requirements for the past 90 days. þ YES o NO
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). þ YES o NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Small 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 Exchange Act). o YES þ NO
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
           
 
           
  Title of Each Class     Outstanding at May 11, 2010  
 
Class A Common Stock, par value $0.01 per share
    49,939,842  
 
Class B Common Stock, par value $0.01 per share
    975,225  
 
 
 

 


 

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 EX-31.1
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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION — UNAUDITED
                 
    March 31,     December 31,  
(In thousands, except share data)   2010     2009  
ASSETS
               
Cash and due from depository institutions
  $ 443,976       234,297  
Short-term investments
    500       500  
Securities available for sale, at fair value
    243,785       320,327  
Investment securities, at cost
    1,500       1,500  
Tax certificates, net of allowance of $7,341 and $6,781
    88,438       110,991  
Federal Home Loan Bank (“FHLB”) stock, at cost which approximates fair value
    48,751       48,751  
Loans held for sale
    5,030       4,547  
Loans receivable, net of allowance for loan losses of $177,597 and $187,218
    3,510,511       3,689,779  
Accrued interest receivable
    29,756       32,279  
Real estate held for development and sale
    14,462       13,694  
Real estate owned and other repossessed assets
    51,365       46,477  
Investments in unconsolidated companies
    9,496       12,563  
Office properties and equipment, net
    197,693       201,686  
Goodwill
    13,081       13,081  
Other assets
    89,857       85,145  
 
           
Total assets
  $ 4,748,201       4,815,617  
 
           
 
               
LIABILITIES AND EQUITY
               
Liabilities:
               
Deposits
               
Interest bearing deposits
  $ 3,146,456       3,142,100  
Non-interest bearing deposits
    900,984       827,580  
 
           
Total deposits
    4,047,440       3,969,680  
 
           
Advances from FHLB
    152,008       282,012  
Securities sold under agreements to repurchase
    24,674       24,468  
Short-term borrowings
    2,628       2,803  
Subordinated debentures and mortgage-backed bonds
    22,000       22,697  
Junior subordinated debentures
    311,707       308,334  
Other liabilities
    68,133       64,052  
 
           
Total liabilities
    4,628,590       4,674,046  
 
           
Commitments and contingencies
               
Equity:
               
BankAtlantic Bancorp’s 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 48,245,042 shares
    499       483  
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
    297,025       296,438  
Accumulated deficit
    (174,163 )     (153,434 )
 
           
Total equity before accumulated other comprehensive loss
    123,371       143,497  
Accumulated other comprehensive loss
    (4,141 )     (1,926 )
 
           
Total BankAtlantic Bancorp equity
    119,230       141,571  
Noncontrolling interest
    381        
 
           
Total equity
    119,611       141,571  
 
           
Total liabilities and equity
  $ 4,748,201       4,815,617  
 
           
See Notes to Consolidated Financial Statements -Unaudited

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED
                 
(In thousands, except share and per share data)   For the Three Months  
    Ended March 31,  
    2010     2009  
Interest income:
               
Interest and fees on loans
  $ 41,150       49,678  
Interest and dividends on securities
    3,798       8,738  
Interest on tax certificates
    2,356       4,193  
 
           
Total interest income
    47,304       62,609  
 
           
Interest expense:
               
Interest on deposits
    7,057       12,987  
Interest on advances from FHLB
    958       7,164  
Interest on short term borrowings
    8       172  
Interest on subordinated debentures and bonds payable
    3,791       4,538  
 
           
Total interest expense
    11,814       24,861  
 
           
Net interest income
    35,490       37,748  
Provision for loan losses
    30,755       44,277  
 
           
Net interest income (loss) after provision for loan losses
    4,735       (6,529 )
 
           
Non-interest income:
               
Service charges on deposits
    15,048       18,685  
Other service charges and fees
    7,378       7,025  
Securities activities, net
    3,138       4,440  
Other
    3,384       2,959  
 
           
Total non-interest income
    28,948       33,109  
 
           
Non-interest expense:
               
Employee compensation and benefits
    25,378       28,806  
Occupancy and equipment
    13,582       14,911  
Advertising and promotion
    1,944       2,832  
Check losses
    432       844  
Professional fees
    2,887       3,326  
Supplies and postage
    998       1,004  
Telecommunication
    534       698  
Cost associated with debt redemption
    7       591  
Provision for tax certificates
    733       1,486  
Restructuring charges, impairments and exit activities
    143       1,875  
Impairment of goodwill
            9,124  
Other
    7,476       7,694  
 
           
Total non-interest expense
    54,114       73,191  
 
           
Loss from continuing operations before income taxes
    (20,431 )     (46,611 )
Provision for income taxes
    90        
 
           
Loss from continuing operations
    (20,521 )     (46,611 )
Discontinued operations
          4,201  
 
           
Net loss
    (20,521 )     (42,410 )
Less: net income attributable to noncontrolling interest
    (208 )      
 
           
Net loss attributable to BankAtlantic Bancorp
  $ (20,729 )     (42,410 )
 
           
 
               
Basic loss per share
               
Continuing operations
  $ (0.42 )     (3.09 )
Discontinued operations
          0.28  
 
           
Basic loss per share
  $ (0.42 )     (2.81 )
 
           
Diluted loss per share
               
Continuing operations
  $ (0.42 )     (3.09 )
Discontinued operations
          0.28  
 
           
Diluted loss per share
  $ (0.42 )     (2.81 )
 
           
Basic weighted average number of common shares outstanding
    49,220,267       15,089,994  
 
           
Diluted weighted average number of common and common equivalent shares outstanding
    49,220,267       15,089,994  
 
           
See Notes to Consolidated Financial Statements -Unaudited

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BankAtlantic Bancorp, Inc.
BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2009 and 2010-Unaudited
                                                                 
                                    Accumulated                    
                            (Accumulated     Other                    
    Compre-             Additional     Deficit)     Compre-     BankAtlantic     Non-        
    hensive     Common     Paid-in     Retained     hensive     Bancorp     Controlling     Total  
(In thousands)   Income     Stock     Capital     Earnings     Income (loss)     Equity     Interest     Equity  
BALANCE, DECEMBER 31, 2008
  $         113       218,974       32,667       (7,786 )     243,968             243,968  
Net loss
    (42,410 )                 (42,410 )           (42,410 )           (42,410 )
Net unrealized gains on securities available for sale
    5,036                         5,036       5,036             5,036  
 
                                                             
Comprehensive loss
  $ (37,374 )                                                    
 
                                                             
Dividends on Class A common stock
                        (257 )           (257 )           (257 )
Dividends on Class B common stock
                        (25 )           (25 )           (25 )
Share based compensation expense
                  703                   703             703  
             
BALANCE, MARCH 31, 2009
  $         113       219,677       (10,025 )     (2,750 )     207,015             207,015  
             
BALANCE, DECEMBER 31, 2009
  $         493       296,438       (153,434 )     (1,926 )     141,571             141,571  
Net loss
    (20,729 )                 (20,729 )           (20,729 )     208       (20,521 )
Net unrealized losses on securities available for sale
    (2,215 )                       (2,215 )     (2,215 )           (2,215 )
 
                                                             
Comprehensive loss
  $ (22,944 )                                                        
 
                                                             
Cumulative effect of change in accounting principle
                                          307       307  
Non-controlling interest distributions
                                          (134 )     (134 )
Issuance of Class A common stock
                  65                   65             65  
Share based compensation expense
            16       522                   538             538  
               
BALANCE, MARCH 31, 2010
  $         509       297,025       (174,163 )     (4,141 )     119,230       381       119,611  
             
See Notes to Consolidated Financial Statements -Unaudited

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
                 
    For the Three Months  
    Ended March 31,  
(In thousands)   2010     2009  
Net cash provided by operating activities
  $ 17,368       5,124  
 
           
Investing activities:
               
Proceeds from redemption and maturities of investment securities and tax certificates
    25,686       43,528  
Purchase of investment securities and tax certificates
    (3,919 )     (4,531 )
Purchase of securities available for sale
    (500 )      
Proceeds from sales of securities available for sale
    46,907       162,170  
Proceeds from maturities of securities available for sale
    30,938       37,561  
Purchases of FHLB stock
          (2,295 )
Redemption of FHLB stock
          8,151  
Investments in unconsolidated companies
          (461 )
Distributions from unconsolidated companies
          85  
Net decrease in loans
    118,217       69,773  
Proceeds from the sales of loans receivable
    26,421        
Improvements to real estate owned
    (779 )      
Proceeds from sales of real estate owned
    3,269       602  
Net additions to office properties and equipment
    (945 )     (669 )
 
           
Net cash provided by investing activities
    245,295       313,914  
 
           
Financing activities:
               
Net increase in deposits
    77,760       128,618  
Net repayments from FHLB advances
    (130,000 )     (150,591 )
Increase (decrease) in short-term borrowings
    31       (185,813 )
Repayment of bonds payable
    (45 )     (45 )
Prepayments of bonds payable
    (661 )      
Proceeds from issuance of Class A common stock
    65        
Noncontrolling interest distributions
    (134 )      
Common stock dividends
          (282 )
 
           
Net cash used in financing activities
    (52,984 )     (208,113 )
 
           
Increase in cash and cash equivalents
    209,679       110,925  
Cash and cash equivalents at the beginning of period
    234,797       158,957  
 
           
Cash and cash equivalents at end of period
  $ 444,476       269,882  
 
           
(Continued)
See Notes to Consolidated Financial Statements -Unaudited

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
                 
    For the Three Months  
    Ended March 31,  
(In thousands)   2010     2009  
Cash paid for:
               
Interest on borrowings and deposits
  $ 9,167       26,890  
Income taxes paid
           
Supplementary disclosure of non-cash investing and financing activities:
               
Loans and tax certificates transferred to REO
    7,503       3,388  
Long-lived assets held-for-use transferred to assets held for sale
    1,919        
Long-lived assets held-for-sale transferred to assets held for use
    1,239        
The change in assets and liabilities as of January 1, 2010 upon the consolidation of a factoring joint venture:
               
Increase in loans receivable
    (3,214 )      
Decrease in investment in unconsolidated subsidiaries
    3,256        
Increase in other assets
    (367 )      
Increase in other liabilities
    18        
Increase in noncontrolling interest
    307        
See Notes to Consolidated Financial Statements -Unaudited

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BankAtlantic Bancorp, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED
1. Presentation of Interim Financial Statements
     BankAtlantic Bancorp, Inc. (the “Company”) is a unitary savings bank holding company organized under the laws of the State of Florida. The Company’s principal asset is its investment in BankAtlantic and its subsidiaries. The Company has two reportable 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. Under the terms of the Ryan Beck sales agreement, the Company received additional consideration based on Ryan Beck revenues following the closing of the sale. Included in the Company’s consolidated statement of operations in discontinued operations for the three months ended March 31, 2009 was $4.2 million of earn-out consideration.
     BankAtlantic, a federal savings bank headquartered in Fort Lauderdale, Florida, provides traditional retail banking services and a wide range of commercial banking products and related financial services through a broad network of community branches located in Florida.
     All significant inter-company balances and transactions have been eliminated in consolidation.
     In management’s opinion, the accompanying consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) as are necessary for a fair statement of the Company’s consolidated financial condition at March 31, 2010 and December 31, 2009, the consolidated results of operations for the three months ended March 31, 2010 and 2009, and the consolidated stockholders’ equity and comprehensive income and cash flows for the three months ended March 31, 2010 and 2009. The results of operations for the three months ended March 31, 2010 are not necessarily indicative of results of operations that may be expected for the year ended December 31, 2010. The consolidated financial statements and related notes are presented as permitted by Form 10-Q and should be read in conjunction with the notes to the consolidated financial statements appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
     Certain amounts for prior years have been reclassified to conform to the revised financial statement presentation for 2010. A joint venture that conducts a factoring business was presented under the equity method of accounting in our March 31, 2009 financial statements. This joint venture was consolidated in our March 31, 2010 financial statements upon the implementation of new accounting guidance effective January 1, 2010 (see note 13).
     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 $5.1 million as of March 31, 2010, does not have debt maturing until March 2032 and has the ability to defer interest payments on its junior subordinated debentures until December 2013; however, based on current interest rates, accrued and unpaid interest of approximately $72.3 million would be due in December 2013 if interest is deferred until that date. The Parent Company’s operating expenses for the three months ended March 31, 2010 and 2009 were $1.6 million and $1.7 million, respectively, and its non-interest income was $0.5 million and $0.5 million, respectively. Included in other assets of the Parent Company was a $5.2 million receivable from the sale of a non-performing loan. The cash was received from the sale of this loan in April 2010. 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 March 31, 2010, BankAtlantic had $444 million of cash and approximately $802 million of available unused borrowings, consisting of $644 million of unused FHLB line of credit capacity, $73 million of unpledged securities, and $85 million of available borrowing capacity at the Federal 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 results. As of March 31, 2010, 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

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BankAtlantic Bancorp, Inc. and Subsidiaries
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. If BankAtlantic is required to raise additional capital, there is no assurance that the Parent Company or BankAtlantic would be successful in raising the additional capital on favorable terms or at all. Although BankAtlantic Bancorp and BankAtlantic have experienced operating losses since June 2007, BankAtlantic maintains capital at “well capitalized” levels and the Parent Company believes that it maintains sufficient liquidity to fund operations at least through March 31, 2011. However, if unanticipated market factors emerge and/or the Company is unable to execute its plans or if BankAtlantic or the Company 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.
2. 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
     The following table presents major categories of the Company’s assets measured at fair value on a recurring basis (in thousands):
                                 
            Fair Value Measurements Using  
            Quoted prices in              
            Active Markets     Significant Other     Significant  
    As of     for Identical     Observable     Unobservable  
    March 31,     Assets     Inputs     Inputs  
Description   2010     (Level 1)     (Level 2)     (Level 3)  
     
Available for sale securities:
                               
Mortgage-backed securities
  $ 152,594             152,594        
REMICS (1)
    89,648             89,648        
Bonds
    250                   250  
Equity securities
    1,293       1,293              
     
Total
  $ 243,785       1,293       242,242       250  
     
                                 
            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)  
     
Available for sale securities:
                               
Mortgage-backed securities
  $ 211,945             211,945        
REMICS (1)
    107,347             107,347        
Bonds
    250                   250  
Equity securities
    785       785              
     
Total
  $ 320,327       785       319,292       250  
     
 
(1)   Real estate mortgage investment conduits are pass-through entities that hold residential loans. Investors in these entities are issued ownership interests in the entities in the form of a bond. The securities were guaranteed by government agencies.
     There were no recurring liabilities measured at fair value in the Company’s financial statements as of March 31, 2010 and December 31, 2009 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 three months ended March 31, 2010 (in thousands):
         
    Bonds  
Beginning Balance
  $ 250  
Total gains and losses (realized/unrealized)
       
Included in earnings
     
Included in other comprehensive income
     
Purchases, issuances, and settlements
     
Transfers in and/or out of Level 3
     
 
     
Ending balance
  $ 250  
 
     

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     The following table presents major categories of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2009 (in thousands):
                         
            Equity        
    Bonds     Securities     Total  
Beginning Balance
  $ 250       1,588       1,838  
Total gains and losses (realized/unrealized)
                       
Included in earnings
          (336 )     (336 )
Included in other comprehensive income
                 
Purchases, issuances, and settlements
                 
Transfers in and/or out of Level 3
                 
 
                 
Ending balance
  $ 250       1,252       1,502  
 
                 
     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).
     The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2010 (in thousands):
                                         
    Fair Value Measurements Using          
            Quoted prices in                    
            Active Markets     Significant     Significant     Total  
    As of     for Identical     Other Observable     Unobservable     Impairments  
    March 31,     Assets     Inputs     Inputs     For the Three  
Description   2010     (Level 1)     (Level 2)     (Level 3)     Months Ended  
     
Loans measured for impairment using the fair value of the collateral
  $ 189,832                   189,832       21,581  
Impaired real estate owned
    665                   665       143  
     
Total
  $ 190,497                   190,497       21,724  
     

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     The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2009 (in thousands):
                                         
    Fair Value Measurements Using          
            Quoted prices in                    
            Active Markets     Significant     Significant     Total  
    As of     for Identical     Other Observable     Unobservable     Impairments  
    March 31,     Assets     Inputs     Inputs     For the Three  
Description   2009     (Level 1)     (Level 2)     (Level 3)     Months Ended  
     
Loans measured for impairment using the fair value of the collateral
  $ 36,208                   36,208       9,860  
Impaired real estate owned
    1,590                   1,590       211  
Impaired goodwill
                            9,124  
     
Total
  $ 37,798                 37,798       19,195  
     
     There were no liabilities measured at fair value on a non-recurring basis in the Company’s financial statements.
     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.
     Impaired Real Estate Owned
     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 Company’s reporting units in the test of goodwill for impairment, the Company uses 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 is 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 uses 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 include anticipated growth in loan, tax certificates, securities, interest rates and revenue. The discount rates are 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

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changes in these assumptions could significantly impact 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.
     Goodwill of $13.1 million associated with the Company’s capital services reporting unit was determined not to be impaired and is included on the Company’s statement of financial condition as of March 31, 2010 and December 31, 2009. The capital services goodwill was tested for potential impairment on September 30, 2009 (our annual testing date). There were no events that occurred since the annual testing date that the Company believes would more likely than not reduce the carrying value of our capital services reporting unit below its fair value.
Financial Disclosures about Fair Value of Financial Instruments
                                 
    March 31, 2010     December 31, 2009  
    Carrying     Fair     Carrying     Fair  
(in thousands)   Amount     Value     Amount     Value  
Financial assets:
                               
Cash and cash equivalents
  $ 444,476       444,476       234,797       234,797  
Securities available for sale
    243,785       243,785       320,327       320,327  
Investment securities
    1,500       1,500       1,500       1,500  
Tax certificates
    88,438       90,130       110,991       112,472  
Federal Home Loan Bank stock
    48,751       48,751       48,751       48,751  
Loans receivable including loans held for sale, net
    3,515,541       3,234,061       3,694,326       3,392,681  
Financial liabilities:
                               
Deposits
    4,047,440       4,048,977       3,969,680       3,971,702  
Short term borrowings
    27,302       27,302       27,271       27,271  
Advances from FHLB
    152,008       152,009       282,012       282,912  
Subordinated debentures and notes payable
    22,000       20,971       22,697       20,645  
Junior subordinated debentures
    311,707       94,920       308,334       74,943  
     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.

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     We consider the fair value of FHLB stock to be its carrying amount.
     As permitted by applicable 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 equal to 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.
     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 as of December 31, 2009 was based on discounted values of contractual cash flows at a market discount rate. The mortgage-backed bonds were retired during the three months ended March 31, 2010 resulting in a $7,000 loss.
     In determining the fair value of all of the Company’s junior subordinated debentures, the Company used NASDAQ price quotes available with respect to its $63.4 million of publicly traded trust preferred securities related to its junior subordinated debentures (“public debentures”). However, $248.3 million of the outstanding trust preferred securities related to its junior subordinated debentures are not traded, but are privately held in pools and with no liquidity or readily determinable source for valuation (“private debentures”). We have deferred the payment of interest with respect to all of our junior subordinated debentures as permitted by the terms of these securities. 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 March 31, 2010 and 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.
     The carrying amount and fair values of BankAtlantic’s commitments to extend credit, standby letters of credit, financial guarantees and forward commitments are not considered significant. (See Note 11 for the contractual amounts of BankAtlantic’s financial instrument commitments.)
3. Securities Available for Sale
     The following tables summarize securities available for sale (in thousands):
                                 
    As of March 31, 2010  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     Losses     Fair Value  
Government agency securities:
                               
Mortgage-backed securities
  $ 145,943       6,651             152,594  
Real estate mortgage investment conduits (1)
    86,544       3,104             89,648  
 
                       
Total
    232,487       9,755             242,242  
 
                       
Investment Securities:
                               
Other bonds
    250                   250  
Equity securities
    1,260       37       4       1,293  
 
                       
Total investment securities
    1,510       37       4       1,543  
 
                       
Total
  $ 233,997       9,792       4       243,785  
 
                       

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    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  
 
                       
 
(1)   Real estate mortgage investment conduits are pass-through entities that hold residential loans. Investors in these entities are issued ownership interests in the entities in the form of a bond. The securities were guaranteed by government agencies.
     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 March 31, 2010 and December 31, 2009 (in thousands):
                                                 
    As of March 31, 2010  
    Less Than 12 Months     12 Months or Greater     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
Equity securities available for sale
  $             6       (4 )     6       (4 )
 
                                   
                                                 
    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 )
 
                                   
     Unrealized losses on debt securities outstanding greater than twelve months at December 31, 2009 were caused primarily by interest rate changes. These securities are guaranteed by government sponsored enterprises. These securities are of high credit quality, and management believes that these securities may recover their losses in the foreseeable future. Further, management does not currently intend to sell these debt securities and believes it will not be required to sell these debt securities before the price recovers. Accordingly, the Company does not consider these investments other-than-temporarily impaired at March 31, 2010.
     The unrealized loss on the equity securities is insignificant. Accordingly, the Company does not consider these investments other-than-temporarily impaired at March 31, 2010.

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     The scheduled maturities of debt securities available for sale were (in thousands):
                 
    Debt Securities  
    Available for Sale  
            Estimated  
    Amortized     Fair  
March 31, 2010 (1) (2)   Cost     Value  
Due within one year
  $ 251       251  
Due after one year, but within five years
    42       43  
Due after five years, but within ten years
    29,787       30,732  
Due after ten years
    202,657       211,466  
 
           
Total
  $ 232,737       242,492  
 
           
 
(1)   Scheduled maturities in the above table may vary significantly from actual maturities due to prepayments.
 
(2)   Scheduled maturities are based upon contractual maturities.
     Included in securities activities, net were (in thousands):
                 
    For the Three Months  
    Ended March 31,  
    2010     2009  
Gross gains on securities sales
  $ 3,138       4,440  
 
           
Gross losses on securities sales
           
 
           
Proceed from sales of securities
    46,907       162,170  
 
           
4. Discontinued Operations
     On February 28, 2007, the Company sold Ryan Beck to Stifel. 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 certain defined Ryan Beck revenues during the two-year period immediately following the Ryan Beck sale, which ended on February 28, 2009. The contingent earn-out payments were accounted for when earned as additional proceeds from the sale of Ryan Beck common stock. The Company received additional earn-out consideration of $4.2 million during the three months ended March 31, 2009.

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5. Restructuring Charges and Exit Activities
     The following provides information regarding liabilities associated with restructuring charges and exit activities (in thousands):
                         
    Employee        
    Termination        
    Benefits   Contract   Total
    Liability   Liability   Liability
     
Balance at January 1, 2009
  $ 171       1,462       1,633  
Expenses incurred
    1,875             1,875  
Amounts paid or amortized
    (138 )     (30 )     (168 )
     
Balance at March 31, 2009
  $ 1,908       1,432       3,340  
     
                         
    Employee        
    Termination        
    Benefits   Contract   Total
    Liability   Liability   Liability
     
Balance at January 1, 2010
  $ 10       3,681       3,691  
Expenses incurred
                 
Amounts paid or amortized
    (10 )     (165 )     (175 )
     
Balance at March 31, 2010
  $       3,516       3,516  
     
     In March 2009, the Company completed a reduction of its workforce by approximately 130 associates, or 7%, involving back-office functions as well as our community banking and commercial lending business units. The Company incurred $1.9 million of employee termination costs which were included in the Company’s statement of operations for the three months ended March 31, 2009. There was no workforce reduction during the three months ended March 31, 2010.
     Beginning in December 2007, BankAtlantic terminated leases or sought to sublease properties that it had previously leased for future branch expansion program. These operating leases were fair valued and are amortized to rent expense until the leases are terminated or subleased. BankAtlantic is actively seeking tenants for potential sub-leases or unrelated third parties to assume the lease obligations.
     During the three months ended March 31, 2010, BankAtlantic transferred a recently constructed $1.9 million branch facility to assets held for sale based on its decision to seek a buyer for the asset. BankAtlantic also transferred $1.3 million of land from assets held for sale to property held for use as BankAtlantic suspended efforts to seek a buyer due to adverse real estate market conditions in the area where the land was located.

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6. Loans Receivable
     The loan portfolio consisted of the following (in thousands):
                 
    March 31,     December 31,  
    2010     2009  
Real estate loans:
               
Residential
  $ 1,470,555     $ 1,549,791  
Builder land loans
    30,279       57,807  
Land acquisition and development
    151,150       182,235  
Land acquisition, development and construction
    20,195       26,184  
Construction and development
    197,373       211,809  
Commercial
    696,188       688,386  
Consumer — home equity
    653,809       669,690  
Small business
    211,523       213,591  
Other loans:
               
Commercial business
    137,764       155,226  
Small business — non-mortgage
    97,371       99,113  
Consumer loans
    15,907       15,935  
Deposit overdrafts
    3,420       4,816  
 
           
Total gross loans
    3,685,534       3,874,583  
 
           
Adjustments:
               
Premiums, discounts and net deferred fees
    2,574       2,414  
Allowance for loan losses
    (177,597 )     (187,218 )
 
           
Loans receivable — net
  $ 3,510,511     $ 3,689,779  
 
           
Loans held for sale
  $ 5,030     $ 4,547  
 
           
     Loans held for sale at March 31, 2010 and December 31, 2009 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, the 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 that BankAtlantic owns the loan. Gains from the sale of loans held for sale were $54,000 and $112,000 for the three months ended March 31, 2010 and 2009, respectively.
     The Company sold builder land bank loans and land acquisition and development loans for net proceeds of $26.4 million resulting in charge-offs of $19.6 million. The Company had established $17.7 million of specific valuation allowances on these loans as of December 31, 2009.
     Undisbursed loans in process consisted of the following components (in thousands):
                 
    March 31,     December 31,  
    2010     2009  
Construction and development
  $ 41,838       43,432  
Commercial
    36,583       25,696  
 
           
Total undisbursed loans in process
  $ 78,421       69,128  
 
           

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     Allowance for Loan Losses (in thousands):
                 
    For the Three Months Ended  
    March 31,  
    2010     2009  
Balance, beginning of period
  $ 187,218       137,257  
Loans charged-off
    (41,423 )     (23,929 )
Recoveries of loans previously charged-off
    1,047       792  
 
           
Net charge-offs
    (40,376 )     (23,137 )
Provision for loan losses
    30,755       44,277  
Balance, end of period
  $ 177,597       158,397  
 
           
     The following summarizes impaired loans (in thousands):
                                 
    March 31, 2010   December 31, 2009
    Gross           Gross    
    Recorded   Specific   Recorded   Specific
    Investment   Allowances   Investment   Allowances
         
Impaired loans with specific valuation allowances
  $ 280,556       73,179       249,477       70,485  
Impaired loans without specific valuation allowances
    183,038             196,018        
         
Total
  $ 463,594       73,179       445,495       70,485  
         
     Impaired loans without specific valuation allowances represent loans that were written-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 impaired 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 March 31, 2010 was $215.3 million of collateral dependent loans, of which $155.6 million were measured for impairment using current appraisals and $59.7 million were measured by adjusting appraisals, as appropriate, to reflect changes in market conditions subsequent to the appraisal date. Appraised values were adjusted down by an aggregate amount of $5.7 million to reflect current market conditions on 17 loans due to property value declines since the last appraisal dates.
     As of March 31, 2010, impaired loans with specific valuation allowances had been previously written down by $57.5 million and impaired loans without specific valuation allowances had been previously written down by $75.4 million. BankAtlantic had commitments to lend $3.8 million of additional funds on impaired loans as of March 31, 2010.

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     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 Three Months Ended March 31,  
    2010     2009  
Contracted interest income
  $ 5,677       5,097  
Interest income recognized
    (244 )     (694 )
 
           
Foregone interest income
  $ 5,433       4,403  
 
           
7. Goodwill
     The Company tests goodwill for potential impairment annually or during interim periods if impairment indicators exist. In response to the deteriorating economic and real estate environments and the effects that the external environment had on BankAtlantic’s business units, BankAtlantic has reduced its asset balances with a view toward strengthening its regulatory capital ratios and revised its projected operating results to reflect a smaller organization. Based on the results of an interim goodwill impairment evaluation undertaken during the first quarter of 2009, the Company recorded an impairment charge of $9.1 million during the three months ended March 31, 2009. No such impairments were recorded during the three months ended March 31, 2010.
8. 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, Woodbridge and Bluegreen is BFC Financial Corporation (“BFC”). 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 directors of Bluegreen. The Company, BFC 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. In May 2008, BankAtlantic also entered into a lease agreement with BFC under which BFC will pay BankAtlantic monthly rent for office space in BankAtlantic’s corporate headquarters.
     The Company maintains service agreements with BFC, pursuant to which BFC provides human resources, risk management, investor relations and other support services to the Company. BFC is compensated for these services based on its cost.
     The table below shows the effect of service arrangements with related parties on the Company’s consolidated statement of operations for the three months ended March 31, 2010 and 2009 (in thousands):
                 
    For the Three Months Ended  
    March 31,  
    2010     2009  
Non-interest income:
               
Other — office facilities
  $ 141       123  
Non-interest expense:
               
Employee compensation and benefits
    (21 )     (29 )
Other — back-office support
    (492 )     (441 )
 
           
Net effect of affiliate transactions before income taxes
  $ (372 )     (347 )
 
           
     The Company in prior periods issued options to purchase 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. Additionally, certain employees of the Company have transferred to affiliate companies and the Company has elected, in accordance with the

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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.
     Outstanding options held by former employees consisted of the following as of March 31, 2010:
                 
    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 $12,000 of service provider expenses relating to these options for the three months ended March 31, 2010 and 2009, respectively.
     BankAtlantic, as the seller of securities, entered into securities sold under agreements to repurchase transactions with Woodbridge and BFC in the aggregate of $7.4 million as of March 31, 2009. The Company recognized $19,000 of interest expense in connection with the above repurchase transactions for the three months ended March 31, 2009. These transactions have the same general terms as BankAtlantic’s repurchase agreements with unaffiliated third parties. There were no securities sold under agreements to repurchase transactions as of March 31, 2010.
     Additionally, BFC and its subsidiaries had deposits at BankAtlantic totaling $4.8 million as of March 31, 2010. The Company recognized $1,000 of interest expense in connection with these deposits. The deposits were on the same general terms as offered to unaffiliated third parties.
     As of December 31, 2009, BFC had $7.7 million deposited 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 as brokered deposits in the Company’s statement of financial condition. BFC and its subsidiaries did not have funds deposited through the CDARS program as of March 31, 2010.
9. Share-based Compensation
     In February 2010, the Board of Directors granted to employees 1,600,000 of restricted stock awards (“RSA”) under the BankAtlantic Bancorp, Inc. 2005 Restricted Stock and Option Plan. The Board of Directors also granted 75,000 shares of RSAs to employees of BFC Financial Corporation that perform services for the Company. The RSAs vest pro-rata over four years and had a fair value of $1.24 per share at the grant date.
     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  
    Stock     Fair Value  
Outstanding at December 31, 2009
    19,800     $ 42.11  
Vested
           
Forfeited
           
Granted
    1,675,000       1.24  
 
           
Outstanding at March 31, 2010
    1,694,800     $ 1.72  
 
           

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10. 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, types of customers, distribution systems and regulatory environments. 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 the Parent Company. BankAtlantic activities consist of the banking operations of BankAtlantic and the Parent Company activities consist of equity and debt financings, capital management and acquisition related expenses and management of a portfolio of non-performing assets.
     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 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. Intersegment transactions are eliminated in consolidation.
     The Company evaluates segment performance based on segment net income from continuing operations after tax. The table below is segment information for segment net income from continuing operations for the three months ended March 31, 2010 and 2009 (in thousands):
                                 
                    Adjusting and          
            Parent     Elimination     Segment  
    BankAtlantic     Company     Entries     Total  
2010
                               
Interest income
  $ 47,231       78       (5 )     47,304  
Interest expense
    (8,256 )     (3,563 )     5       (11,814 )
(Provision)/reversal of provision for loan loss
    (32,034 )     1,279             (30,755 )
Non-interest income
    28,741       458       (251 )     28,948  
Non-interest expense
    (52,721 )     (1,644 )     251       (54,114 )
 
                       
Segment loss before income taxes
    (17,039 )     (3,392 )           (20,431 )
Provision for income taxes
    (90 )                 (90 )
 
                       
Segment net loss
  $ (17,129 )     (3,392 )           (20,521 )
 
                       
Total assets
  $ 4,688,001       432,225       (372,025 )     4,748,201  
 
                       
 
                               
2009
                               
Interest income
  $ 62,409       209       (9 )     62,609  
Interest expense
    (20,640 )     (4,230 )     9       (24,861 )
(Provision) for loan losses
    (43,520 )     (757 )           (44,277 )
Non-interest income
    32,865       460       (216 )     33,109  
Non-interest expense
    (71,703 )     (1,704 )     216       (73,191 )
 
                       
Segment loss before income taxes
    (40,589 )     (6,022 )           (46,611 )
 
                       
Segment net loss
  $ (40,589 )     (6,022 )           (46,611 )
 
                       
Total assets
  $ 5,488,603       506,711       (424,554 )     5,570,760  
 
                       

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11. Financial Instruments with Off-balance Sheet Risk
     Financial instruments with off-balance sheet risk were (in thousands):
                 
    March 31,   December 31,
    2010   2009
Commitments to sell fixed rate residential loans
  $ 19,956       23,255  
Commitments to originate loans held for sale
    14,926       18,708  
Commitments to originate loans held to maturity
    13,871       43,842  
Commitments to extend credit, including the undisbursed portion of loans in process
    403,163       396,627  
Standby letters of credit
    16,658       13,573  
Commercial lines of credit
    92,579       74,841  
     Standby letters of credit are conditional commitments issued by BankAtlantic to guarantee the performance of a customer to a third party. BankAtlantic’s 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 $14.4 million at March 31, 2010. 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 $2.3 million at March 31, 2010. These 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 loan facilities to customers. BankAtlantic may hold certificates of deposit and residential and commercial liens as collateral for such commitments. Included in other liabilities at March 31, 2010 and December 31, 2009 was $8,000 and $5,000, respectively, of unearned guarantee fees. There were no obligations associated with these guarantees recorded in the financial statements.
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 the decline in real estate values in residential housing markets. Also included in this purchased residential loan portfolio are interest-only loans. The structure of these loans results in possible 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 to meet the debt service on or repay the loan and lead to increased defaults and losses. At March 31, 2010, BankAtlantic’s residential loan portfolio included $704.6 million of interest-only loans, which represents 50.4% of the residential loan portfolio, with 28.1% of the aggregate principal amount of these interest-only loans secured by collateral located in California.
     BankAtlantic has a high concentration of its consumer home equity and commercial loans in the State of Florida. Real estate values and general economic conditions have significantly deteriorated since the origination dates of the loans. If market conditions in Florida do not improve or deteriorate further, BankAtlantic may be exposed to significant credit losses in these loan portfolios.

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12. Earnings per Share
     The following table reconciles the numerators and denominators of the basic and diluted earnings per share computation for the three months ended March 31, 2010 and 2009 (in thousands, except share data):
                 
    For the Three Months Ended  
    March 31,  
    2010     2009  
Amounts attributable to BankAtlantic Bancorp
               
Basic loss per share:
               
Numerator:
               
Loss from continuing operations
  $ (20,729 )     (46,611 )
Discontinued operations
          4,201  
 
           
Net (loss)
  $ (20,729 )     (42,410 )
 
           
Denominator:
               
Basic weighted average number of common shares outstanding
    49,220,267       15,089,994  
 
           
Basic loss per share from:
               
Continuing operations
  $ (0.42 )     (3.09 )
Discontinued operations
          0.28  
 
           
Basic loss per share
  $ (0.42 )     (2.81 )
 
           
Diluted loss per share
               
Numerator:
               
Loss from continuing operations
  $ (20,729 )     (46,611 )
Discontinued operations
          4,201  
 
           
Net loss
  $ (20,729 )     (42,410 )
 
           
Denominator:
               
Basic weighted average number of common shares outstanding
    49,220,267       15,089,994  
 
           
Diluted weighted average shares outstanding
    49,220,267       15,089,994  
 
           
Diluted loss per share from:
               
Continuing operations
  $ (0.42 )     (3.09 )
Discontinued operations
          0.28  
 
           
Diluted loss per share
  $ (0.42 )     (2.81 )
 
           
Cash dividends per share:
               
Class A share
  $       0.025  
 
           
Class B share
  $       0.025  
 
           
     During the three months ended March 31, 2010 and 2009, 768,632 and 839,349, respectively, of options to acquire shares of Class A common stock were anti-dilutive. During the three months ended March 31, 2010 1,675,000 shares of restricted Class A common stock awards were anti-dilutive.
13. New Accounting Pronouncements
     On January 1, 2010, the Company adopted new accounting guidance for the consolidation of variable interest entities. The quantitative-based risks and rewards calculation for determining which enterprise is the primary beneficiary of a variable interest entity was 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 implementation of this new guidance resulted in the Company consolidating its factoring joint venture, BankAtlantic Business Capital, LLC (“BBC”). The Company has restricted the funding to BBC for receivable factoring to a

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maximum of $5 million. The implementation of this new guidance as of January 1, 2010 did not have a material effect on the Company’s financial statements.
     On January 1, 2010, the Company implemented the new accounting guidance for transfers of financial assets. The new guidance expands the disclosure required to be provided in financial reports regarding 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 amended 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 was applied to transfers of financial assets 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.
     For the period ended March 31, 2010, new accounting guidance was implemented requiring the following additional disclosure regarding fair value measurements: (1) transfers in and out of Level 1 and 2 measurements and the reasons for the transfers, and (2) a presentation of gross 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. The additional disclosures made in accordance with this new guidance did not have a material effect on the Company’s financial statements.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     The objective of the following discussion is to provide an understanding of the financial condition and results of operations of BankAtlantic Bancorp, Inc. and its subsidiaries (the “Company”, which may also be referred to as “we,” “us,” or “our”) for the three months ended March 31, 2010 and 2009. The principal assets of the Company consist of its ownership in BankAtlantic, a federal savings bank headquartered in Fort Lauderdale, Florida, and its subsidiaries (“BankAtlantic”).
     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 the Company 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, the ability of our borrowers to service their obligations and of our customers to maintain account balances and the value of collateral securing our loans; 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; 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 the costs; the success of our expense reduction initiatives and the ability to achieve additional cost savings; and the impact of periodic valuation testing of goodwill, deferred tax assets and other assets. Past performance, actual or estimated new account openings and deposit balance 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 TruPS are subject to the risk that a sufficient number of consents are not received from the requisite holders, that

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Trustees do not act on the consents or accept the Offers in which they are involved, and that 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 reports filed by the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Company cautions that the foregoing factors are not exclusive.
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 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. For a more detailed discussion of these critical accounting policies see “Critical Accounting Policies” appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
Consolidated Results of Operations
     Loss from continuing operations from each of the Company’s reportable segments was as follows (in thousands):
                         
    For the Three Months Ended March 31,  
(in thousands)   2010     2009     Change  
BankAtlantic
  $ (17,129 )   $ (40,589 )   $ 23,460  
Parent Company
    (3,392 )     (6,022 )     2,630  
 
                 
Loss from continuing operations
  $ (20,521 )   $ (46,611 )   $ 26,090  
 
                 
For the Three Months Ended March 31, 2010 Compared to the Same 2009 Period:
     The decrease in BankAtlantic’s loss from continuing operations during the 2010 quarter compared to the same 2009 quarter primarily resulted from an $11.5 million decline in the provision for loan losses, $11.1 million of lower impairment charges and a reduction in operating expenses. The above improvements in BankAtlantic’s performance were partially offset by a $3.6 million decline in revenue from service charges on deposits and a $2.8 million decrease in net interest income. The decline in the provision for loan losses for the 2010 quarter compared to the 2009 quarter resulted from a reduction in the allowance for loan losses during the 2010 quarter compared to an increase in the allowance during the 2009 quarter. The reduction in the allowance for loan losses during the 2010 quarter was primarily due to the disposition of certain non-performing loans, declines in loan balances, and a stabilizing of our historical loss experience. The allowance for loan losses during the 2009 quarter reflected deteriorating economic conditions and adverse delinquency trends. During the three months ended March 31, 2009, BankAtlantic recognized a $9.1 million goodwill impairment charge and $1.9 million of termination costs associated with a reduction in the workforce. BankAtlantic did not recognize a goodwill impairment charge or incur termination costs during the 2010 quarter. BankAtlantic’s non-interest expenses excluding goodwill impairment and termination costs declined by $7.8 million during the 2010 quarter compared to the same 2009 quarter. This decline in expenses was primarily due to the 2009 workforce reductions, the on-going consolidation of certain back-office facilities, renegotiation of vendor contracts and general expense management efforts. The decline in service charges on deposits during the 2010 quarter compared to the 2009 quarter 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 the result of both our focus on targeting customers who maintain deposit accounts with higher balances and the result of a change in customer behavior in response to the current public focus on bank overdraft fees. The decline in BankAtlantic’s net interest income primarily resulted from lower earning asset

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balances as BankAtlantic slowed the origination and purchase of loans, significantly reduced the acquisition of tax certificates and sold agency securities.
     The decrease in the Parent Company’s loss for the 2010 quarter compared to the same 2009 quarter resulted from a $0.5 million decline in net interest expenses and a $2.0 million improvement in the provision for loan losses. The lower net interest expense reflects a significant decline in the three-month LIBOR interest rate from March 2009 to March 2010, as the majority of the Parent Company’s debentures are indexed to the three-month LIBOR interest rate. The provision for loan losses during the 2010 quarter reflected a recovery of $1.3 million as the Parent Company sold a builder land loan and recognized a recovery of $1.8 million from the reversal of a specific valuation allowance.
     During the 2009 quarter, the Company recognized $4.2 million in discontinued operations relating to additional Ryan Beck contingent earn-out payments under the Ryan Beck merger agreement with Stifel. The earn-out period ended on February 28, 2009.

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BankAtlantic Results of Operations
Net interest income
                                                 
    Bank Operations Business Segment  
    Average Balance Sheet - Yield / Rate Analysis  
    For the Three Months Ended  
    March 31, 2010     March 31, 2009  
    Average     Revenue/     Yield/     Average     Revenue/     Yield/  
(in thousands)   Balance     Expense     Rate     Balance     Expense     Rate  
Total loans
  $ 3,751,907       41,095       4.38     $ 4,355,818       49,607       4.56  
Investments
    441,637       6,136       5.56       935,936       12,803       5.47  
                     
Total interest earning assets
    4,193,544       47,231       4.51 %     5,291,754       62,410       4.72 %
 
                                       
Goodwill and core deposit intangibles
    15,652                       25,971                  
Other non-interest earning assets
    475,310                       356,514                  
 
                                           
Total Assets
  $ 4,684,506                     $ 5,674,239                  
 
                                           
 
                                               
Deposits:
                                               
Savings
  $ 425,235       333       0.32 %   $ 441,278       500       0.46 %
NOW
    1,467,103       2,218       0.61       1,047,116       1,413       0.55  
Money market
    360,470       629       0.71       421,883       773       0.74  
Certificates of deposit
    896,074       3,877       1.75       1,300,056       10,301       3.21  
                     
Total interest bearing deposits
    3,148,882       7,057       0.91       3,210,333       12,987       1.64  
                     
Short-term borrowed funds
    39,376       13       0.13       278,209       182       0.27  
Advances from FHLB
    173,011       958       2.25       903,077       7,164       3.22  
Long-term debt
    22,507       228       4.11       22,820       308       5.47  
                     
Total interest bearing liabilities
    3,383,776       8,256       0.99       4,414,439       20,641       1.90  
Demand deposits
    864,391                       775,977                  
Non-interest bearing other liabilities
    54,312                       61,523                  
 
                                           
Total Liabilities
    4,302,479                       5,251,939                  
Stockholder’s equity
    382,027                       422,300                  
 
                                           
Total liabilities and stockholder’s equity
  $ 4,684,506                     $ 5,674,239                  
 
                                           
Net interest income/ net interest spread
            38,975       3.52 %             41,769       2.82 %
 
                                       
 
                                               
Margin
                                               
Interest income/interest earning assets
                    4.51 %                     4.72 %
Interest expense/interest earning assets
                    0.80                       1.58  
 
                                           
Net interest margin
                    3.71 %                     3.14 %
 
                                           
For the Three Months Ended March 31, 2010 Compared to the Same 2009 Period:
     The decrease in net interest income primarily resulted from a significant reduction in earning assets partially offset by an improvement in the net interest spread and margin.
     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. BankAtlantic also experienced significant residential loan repayments due to the large volume of loan refinancing associated with low residential mortgage interest rates during 2009 and the first quarter of 2010. Investments primarily consisted of agency mortgage-backed securities and tax certificates. As a consequence, the average balance of earning assets declined by $1.1 billion during the three months ended March 31, 2010 compared to the same 2009 period. This decline in interest earning assets significantly reduced our net interest income.
The net interest spread and margin improved due to a change in our interest bearing liability funding mix. BankAtlantic used the funds from the reduction in assets and deposit growth to repay FHLB advances and short term wholesale borrowings. As a result, BankAtlantic’s funding mix changed from higher rate FHLB advances to lower rate

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deposits which resulted in a substantial reduction in BankAtlantic’s cost of funds. This improvement in the cost of funds was partially offset by interest earning asset yield declines and changes in the earning asset portfolio mix from higher yielding investments to lower yielding loans. The decline in average yields on loans reflects lower interest rates during 2010 compared to 2009. The net interest spread and margin were also favorably impacted by a significant increase in transaction accounts with a corresponding reduction in certificate of deposit accounts. A portion of maturing certificate of deposit accounts either transferred to transaction accounts or renewed at substantially lower interest rates. The higher transaction account balances reflect the migration of retail certificate of deposit accounts to transaction accounts and new customer acquisitions. Additionally, transaction account growth was also favorably impacted by a shift of our advertising strategy to targeting potential customers with higher deposit balances.
Asset Quality
     The activity in BankAtlantic’s allowance for loan losses was as follows (in thousands):
                 
    For The Three Months Ended  
    March 31,  
    2010     2009  
Balance, beginning of period
  $ 173,588       125,572  
 
           
Charge-offs
               
Residential
    (4,181 )     (4,588 )
Commercial
    (21,332 )     (5,565 )
Consumer
    (10,771 )     (10,321 )
Small business
    (837 )     (2,771 )
 
           
Total Charge-offs
    (37,121 )     (23,245 )
Recoveries of loans previously charged-off
    1,047       792  
 
           
Net (charge-offs)
    (36,074 )     (22,453 )
Provision for loan losses
    32,034       43,520  
Balance, end of period
  $ 169,548       146,639  
 
           
     During the three months ended March 31, 2010, BankAtlantic recognized $13.5 million of charge-offs related to two builder land bank loans that were sold to unrelated third parties. The specific valuation allowances on these loans as of December 31, 2009 were $13.2 million. Additionally, during the first quarter of 2010 BankAtlantic recognized a $3.4 million charge-off on a $20 million residential land acquisition and development loan upon the sale of our participation interest at a discount to the lead lender. The remaining commercial loan charge-offs during the 2010 quarter primarily related to residential land acquisition and development loans where updated valuations reflected lower collateral values. . The unemployment rates nationally and in Florida have reached 9.7% and 12.3%, respectively, real estate values in Florida are forecast to decline further and national and local economic measures remain weak. As a consequence, there is no assurance that the credit quality of our loan portfolio will improve in subsequent periods and if general economic conditions do not improve in Florida and nationwide, the credit quality of our loan portfolio will continue to deteriorate and additional provisions for loan losses will be required.
     The decline in the provision for loan losses for the three months ended March 31, 2010 compared to the same 2009 period reflect lower loan portfolio balances and stabilizing delinquency trends during 2010 compared to negative trends during 2009. Included in the $21.3 million commercial real estate loan charge-offs were $16.9 million of charge-offs associated with these loan sales.

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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 restructured loans) were (in thousands):
                 
    As of  
    March 31, 2010     December 31, 2009  
NONPERFORMING ASSETS
               
Tax certificates
  $ 1,495       2,161  
Commercial real estate (2)
    168,937       167,867  
Consumer
    14,428       14,451  
Small business
    10,971       9,338  
Residential real estate (1)
    88,262       76,401  
Commercial business
    18,767       18,063  
 
           
Total nonaccrual assets (3)
  $ 302,860       288,281  
 
           
 
               
Residential real estate owned
  $ 10,176       9,607  
Commercial real estate owned
    29,503       25,442  
Small business real estate owned
    784       580  
Consumer real estate owned
    370       306  
Other repossessed assets
          10  
 
           
Total repossessed assets
    40,833       35,945  
 
           
Total nonperforming assets
  $ 343,693       324,226  
 
           
 
               
Allowances
               
Allowance for loan losses
  $ 169,548       173,588  
Allowance for tax certificate losses
    7,341       6,781  
Total allowances
  $ 176,889       180,369  
 
           
 
               
POTENTIAL PROBLEM LOANS
               
Contractually past due 90 days or more (4)
  $ 366       9,960  
Performing impaired loans (5)
    1,685       6,150  
Troubled debt restructured
    124,851       107,642  
TOTAL POTENTIAL PROBLEM LOANS
  $ 126,902       123,752  
 
           
 
(1)   Includes $45.8 million and $41.3 million of interest-only residential loans as of March 31, 2010 and December 31, 2009, respectively.
 
(2)   Excluded from the above table as of March 31, 2010 and December 31, 2009 were $35.3 million and $44.9 million, respectively, of commercial residential loans that were transferred to a work-out subsidiary of the Parent Company in March 2008.
 
(3)   Includes $57.4 million and $45.7 million of troubled debt restructured loans as of March 31, 2010 and December 31, 2009, 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 that we believe is sufficient 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 higher at March 31, 2010 compared to December 31, 2009 primarily due to a $15.2 million increase in non-accrual loans and a $4.9 million increase in real estate owned.
     The increase in non-accrual loans at March 31, 2010 compared to December 31, 2009 reflects higher residential non-accrual loans. The increase in residential non-accrual loans was primarily the result of a prolonged foreclosure process. Residential loan delinquencies have remained stable for the last twelve months; however, the foreclosure processes vary by state and can currently take more than 15 months to complete. We believe that the time to complete foreclosures may improve in subsequent periods which may result in lower non-accrual residential loan balances and higher residential real estate owned. Non-accrual commercial loans increased slightly from December 2009. During the three months ended March 31, 2010, BankAtlantic sold two non-accrual loans with outstanding aggregate balances of $18.8 million as of December 31, 2009, transferred one $3.6 million loan to real estate owned, placed $29.3 million of loans on non-accrual, charged-off $21.3 million of loans and moved one $6.5 million loan to accruing. Non-accrual commercial loans have overall trended downward since the first quarter of 2009 as the balance of our commercial residential loans has significantly declined. Approximately 45% of the commercial

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real estate portfolio was evaluated for potential impairment and specific reserves were established when necessary. However, if the national economy deteriorates further, the current high unemployment continues, and home prices continue to decline, then we would expect elevated delinquencies and increased losses in our loan portfolio.
     The allowance for tax certificate losses at March 31, 2010 compared to December 2009 reflects adverse real estate market conditions in our out-of-state tax certificate portfolio.
     The higher balance of repossessed assets at March 31, 2010 compared to December 31, 2009 reflects 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 which leaves BankAtlantic few viable options other than initiating the foreclosure process. Based on the current amount of non-accrual loans, we expect repossessed assets to increase in the future.
     BankAtlantic’s potential problem loans at March 31, 2010 increased compared to December 31, 2009 primarily due to an increase in commercial real estate troubled debt restructured loans. In response to current market conditions, BankAtlantic has made the decision to modify loans for certain borrowers experiencing financial difficulties and has modified the terms of certain commercial, small business, residential and consumer home equity loans during the three months ended March 31, 2010. Generally, the concessions made to borrowers experiencing financial difficulties may include the reduction of the loans contractual interest rate, forgiveness of loan principal upon satisfactory performance under the modified terms, conversion of amortizing loans to interest only payments or the deferral of some 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 non-accrual status.
     BankAtlantic’s troubled debt restructured loans by loan type were as follows (in thousands):
                                 
    March 31,     December 31,  
    2010     2009  
    Non-accrual     Accruing     Non-accrual     Accruing  
Commercial
  $ 43,526       100,706       32,225       83,768  
Small business
    4,527       7,210       4,520       7,325  
Consumer
    1,181       13,263       1,774       12,969  
Residential
    8,136       3,672       7,178       3,580  
         
Total
  $ 57,370       124,851       45,697       107,642  
         

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     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 accounted for 54.5% of our $165.2 million of non-accrual commercial real estate loans as of March 31, 2010.
     The following table outlines general information about these relationships as of March 31, 2010 (in thousands):
                                                                 
    Unpaid                                            
    Principal     Outstanding     Specific     Date loan     Date Placed     Default     Collateral     Date of Last  
Relationships   Balance     Balance (6)     Reserves     Originated     on Nonaccrual     Date (4)     Type     Full Appraisal  
Residential Land Developers
                                                               
Relationship No. 1 (1) (2)
  $ 26,731       19,200       1,367       Q3-2004       Q4-2008       Q4-2008     Land A&D (5)     Q4-2009  
Relationship No. 2 (1)
    12,500       10,064       5,053       Q3-2006       Q1-2009       Q1-2009     Land A&D (5)     Q1-2010  
Relationship No. 3 (1), (3)
    14,030       10,901       5,846       Q3-2004       Q4-2008       Q1-2009     Builder Land     Q4-2009  
                                             
Total
  $ 53,261       40,165       12,266                                          
                                             
 
                                                               
Commercial Land Developers
                                                               
Relationship No. 4
  $ 17,777       17,777       6,947       Q3-2006       Q1-2010       Q1-2010     Commercial mixed-use     Q4-2009  
Relationship No. 5
    12,792       12,792       4,860       Q2-2006       Q4-2009       Q4-2009     Commercial land A&D     Q1-2010  
Relationship No. 6
    8,625       8,625             Q2-2005       Q1-2010       Q1-2010     Commercial Land     Q4-2009  
Relationship No. 7
    10,779       10,779       135       Q3-2007       Q4-2009       Q3-2009     Commercial Land     Q4-2009  
                                             
Total
    49,973       49,973       11,942                                          
                                             
Total of Large Relationships
  $ 103,234       90,138       24,208                                          
                                             
 
(1)   During 2009, BankAtlantic recognized partial charge-offs on relationships Nos. 1, 2, and 3 aggregating $11.2 million.
 
(2)   During 2010, BankAtlantic recognized partial charge-offs on relationship No. 1 of $1.0 million.
 
(3)   A modification was executed, and the loan is reported as a troubled debt restructured loan but 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”).
 
(6)   Outstanding balance is the “Unpaid Principal Balance” less write-downs.
     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 third party appraisals. BankAtlantic performs quarterly impairment analyses on these credit relationships and appraised values are reduced further 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 declines in residential real estate values. 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 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 March 31, 2010, BankAtlantic’s residential loan portfolio included $704.6 million of interest-only loans. Approximately $10.9 million of these interest only residential loans became fully amortizing during the three months ended March 31, 2010 and interest-only residential loans scheduled to reset during the remaining nine months of 2010 and during the year ending December 31, 2011 are $32.3 million and $60.8 million, respectively.

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     The following table presents our purchased residential loans by year of origination segregated by amortizing and interest only loans (dollars in thousands):
                                                         
    Amortizing Purchased Residential Loans                           Average  
    Carrying     LTV at     Current     FICO Scores     Current     Amount     Debt Ratios  
Year of Origination   Amount     Origination     LTV (1)     at Origination     FICO Scores (2)     Delinquent     at Origination (3)  
     
2007
  $ 48,797       64.33 %     110.85 %     743       744     $ 3,928       31.96 %
2006
    57,509       70.80 %     120.56 %     736       723       4,460       35.58 %
2005
    39,585       73.25 %     114.72 %     724       715       7,576       36.78 %
2004
    363,275       68.01 %     80.76 %     736       728       25,575       34.41 %
Prior to 2004
    176,249       67.52 %     59.53 %     730       734       9,031       31.95 %
     
                                                         
    Interest-Only Purchased Residential Loans                           Average  
    Carrying     LTV at     Current     FICO Scores     Current     Amount     Debt Ratios  
Year of Origination   Amount     Origination     LTV (1)     at Origination     FICO Scores (2)     Delinquent     at Origination (3)  
     
2007
  $ 94,770       71.99 %     129.16 %     751       738     $ 18,052       33.91 %
2006
    206,329       74.02 %     125.33 %     741       736       31,995       34.96 %
2005
    220,152       70.08 %     113.83 %     740       749       12,995       34.04 %
2004
    92,924       70.54 %     96.04 %     743       718       6,576       31.68 %
Prior to 2004
    90,425       58.74 %     77.84 %     742       747       3,410       31.28 %
     
     The following table presents our purchased residential loans by geographic area segregated by amortizing and interest-only loans (dollars in thousands):
                                                         
    Amortizing Purchased Residential Loans                           Average  
    Carrying     LTV at     Current     FICO Scores     Current     Amount     Debt Ratios  
State   Amount     Origination     LTV (1)     at Origination     FICO Scores (2)     Delinquent     at Origination (3)  
     
Arizona
  $ 11,298       66.68 %     119.10 %     728       722     $ 1,282       32.66 %
California
    166,115       67.63 %     80.26 %     740       738       13,843       34.85 %
Florida
    89,727       70.65 %     99.95 %     721       712       11,834       35.52 %
Nevada
    6,042       72.16 %     119.41 %     736       728       637       36.71 %
Other States
  $ 412,233       67.96 %     79.41 %     734       732       23,249       33.54 %
     
                                                         
    Interest-Only Purchased Residential Loans                           Average  
    Carrying     LTV at     Current     FICO Scores     Current     Amount     Debt Ratios  
State   Amount     Origination     LTV (1)     at Origination     FICO Scores (2)     Delinquent     at Origination (3)  
     
Arizona
  $ 21,215       70.40 %     142.29 %     752       740     $ 4,188       32.69 %
California
    198,259       70.59 %     109.05 %     741       734       28,636       33.95 %
Florida
    49,431       68.58 %     136.12 %     748       740       10,223       31.75 %
Nevada
    9,710       71.92 %     186.26 %     745       736       3,989       34.90 %
Other States
    425,985       70.06 %     108.04 %     742       743       25,992       33.84 %
     
 
(1)   Current loan-to-values (“LTV”) for the majority of the portfolio were obtained as of the first quarter of 2010 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.

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     The table below presents the allocation of the allowance for loan losses (“ALL”) by various loan classifications, 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 future periods will occur in these amounts or percentages or that the allowance accurately reflects future charge-off amounts or trends (dollars in thousands):
                                                 
    March 31, 2010     December 31, 2009  
            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
  $ 7,397       5.43 %     3.65 %   $ 4,515       2.94 %     3.94 %
Commercial real estate
    86,086       7.57       30.47       91,658       7.71       30.49  
Small business
    6,565       2.13       8.28       7,998       2.56       8.02  
Residential real estate
    29,582       2.00       39.56       27,000       1.74       39.85  
Consumer
    39,918       5.93       18.04       42,417       6.14       17.70  
 
                                       
Total allowance for loan losses
  $ 169,548       4.54 %     100.00 %   $ 173,588       4.45 %     100.00 %
 
                                       
     Included in the allowance for loan losses as of March 31, 2010 and December 31, 2009 were specific reserves by loan type as follows (in thousands):
                 
    March 31,     December 31,  
    2010     2009  
Commercial real estate
  $ 40,927       42,523  
Commercial business
    5,982       174  
Small business
    1,768       753  
Consumer
    4,253       4,621  
Residential
    12,200       8,784  
 
           
Total
  $ 65,130       56,855  
 
           
     The decrease in the allowance for loan losses at March 31, 2010 compared to December 31, 2009 primarily resulted from a decline in the allowance for consumer, commercial real estate, and small business loans partially offset by an increase in the residential and commercial business allowance. The decline in the consumer allowance reflects lower loan balances and the stabilization of delinquency and charge-off trends. The allowance for commercial real estate loans declined due to loan repayments and loan sales aggregating $50.6 million. The reduction in the small business allowance reflects improvement in historical loss experience as well as the stabilization of delinquencies. The significant increase in the commercial business allowance resulted from the establishment of $5.9 million of specific valuation allowances on two business loans. The higher residential allowance reflects increased non-accrual loan balances partially offset by a decline in delinquency trends excluding non-accrual loans, and lower loan balances.

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BankAtlantic’s Non-Interest Income
                         
    For the Three Months Ended  
    March 31,  
(in thousands)   2010     2009     Change  
         
Service charges on deposits
  $ 15,048       18,685       (3,637 )
Other service charges and fees
    7,378       7,025       353  
Securities activities, net
    3,132       4,320       (1,188 )
Income from unconsolidated companies
          78       (78 )
Other
    3,183       2,757       426  
           
Non-interest income
  $ 28,741       32,865       (4,124 )
           
     The lower revenues from service charges on deposits during the 2010 quarter compared to the 2009 quarter 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 the result of our focus on targeting customers who maintain deposit accounts with higher balances and the result of a change in customer behavior. The Federal Reserve has recently adopted new overdraft rules effective July 1, 2010, which among other requirements, prohibit banks from automatically enrolling customers in overdraft protection programs. Additionally, Congress has proposed legislation to further limit the assessment of overdraft fees and banking regulators have issued new guidance and best practices related to overdraft fee assessments. This legislation and current public focus on overdraft fees may result in further declines in our overdraft fee income in future periods.
     The increase in other service charges and fees during the three months ended March 31, 2010 compared to the same 2009 period was primarily due to an increase in interchange income based, we believe, on increased spending by our customers reflecting improved economic conditions during 2010 compared to 2009.
     During the three months ended March 31, 2010, BankAtlantic sold $47.1 million of agency securities for a $3.1 million gain. The net proceeds of $43.8 million from the sales were used to pay down FHLB advance borrowings. During the three months ended March 31, 2009, BankAtlantic sold $149.1 million of agency securities available for sale for a $4.3 million gain.
     Income from unconsolidated companies during the three months ended March 31, 2009 represented equity earnings from a joint venture that engages in accounts receivable factoring. The factoring joint venture was consolidated as of January 1, 2010 upon the implementation of new accounting guidance for the consolidation of variable interest entities.
     The increase in other non-interest income for the three months ended March 31, 2010 compared to the same 2009 period was primarily the result of $0.4 million of factoring fees recognized in other income upon the consolidation the factoring joint venture.

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BankAtlantic’s Non-Interest Expense
                         
    For the Three Months Ended  
    March 31,  
(in thousands)   2010     2009     Change  
         
Employee compensation and benefits
  $ 24,374       28,078       (3,704 )
Occupancy and equipment
    13,581       14,910       (1,329 )
Advertising and business promotion
    1,934       2,781       (847 )
Check losses
    432       844       (412 )
Professional fees
    2,565       2,944       (379 )
Supplies and postage
    965       1,000       (35 )
Telecommunication
    529       694       (165 )
Cost associated with debt redemption
    7       591       (584 )
Restructuring charges and exit activities
          1,874       (1,874 )
Provision for tax certificates
    733       1,486       (753 )
Impairment of goodwill
          9,124       (9,124 )
Other
    7,601       7,377       224  
         
Total non-interest expense
  $ 52,721       71,703       (18,982 )
         
     The substantial decline in employee compensation and benefits during the three months ended March 31, 2010 compared to the same 2009 period resulted primarily from a decline in the workforce, including a workforce reduction of 130 associates, or 7%, in March 2009. As a consequence of the work force reduction and attrition, the number of full-time equivalent employees declined from 1,770 at December 31, 2008 to 1,520 at March 31, 2010, or a 14% reduction. The decline in the workforce resulted in lower employee benefits, payroll taxes and recruitment advertising. Also contributing $0.8 million to the decline in employee compensation and benefits was the discontinuation of the 401(k) Plan employee match in April 2009 and lower pension expenses due to the appreciation of pension assets during the year ended December 31, 2009.
     The decline in occupancy and equipment primarily resulted from the consolidation of back-office facilities and lower depreciation expense. Depreciation expense declined by $0.6 million and building maintenance, rent expense and utilities declined by $0.6 million during the 2010 quarter compared to the same 2009 period.
     BankAtlantic changed its advertising focus from growing deposit account volume to enhancing BankAtlantic’s relationship with its customers. As a result, BankAtlantic reduced direct mail advertising and reduced gifts to customers upon the opening of deposit accounts. Direct mail advertising and customer gift expenses declined by $1.0 million during the three months ended March 31, 2010 compared to the same 2009 period.
     The lower check losses for the 2010 quarter compared to the same 2009 period were primarily related to more stringent overdraft policies as well as a lower volume of new accounts.
     The decline in professional fees for the 2010 quarter compared to the 2009 quarter primarily resulted from the receipt of $1.7 million of insurance reimbursements in connection with legal costs associated with the class action securities litigation. During the three months ended March 31, 2010, the litigation costs exceeded the deductible under our director and officer liability insurance and we began receiving cost reimbursements from the insurance carrier for 80% of the claims submitted. Insurance claim reimbursements are recognized as a reduction to legal fees when received. The filing of director and officer liability claims is on-going and we expect to receive partial reimbursement for litigation costs associated with securities litigation in future periods.
     The lower telecommunication costs for the 2010 quarter primarily reflects the consolidation of back-office operations during 2009.
     The costs associated with debt redemptions during the three months ended March 31, 2010 were the result of the prepayment of a $0.7 million mortgage-backed bond that was scheduled to mature in September 2013. The costs associated with debt redemptions during the three months ended March 31, 2009 were the result of prepayment penalties incurred upon the prepayment of $249.6 million of FHLB advances.

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     The restructuring charge for the 2009 quarter reflects one-time termination costs incurred as a result of the workforce reduction discussed above.
     The provision for tax certificates losses during the 2010 and 2009 quarters reflects higher charge-offs and increases in tax certificate reserves for certain out-of-state certificates acquired in distressed markets. We have significantly reduced the acquisition of out-of state tax certificates and continue to concentrate the majority of our tax certificate acquisitions in Florida.
     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 had remaining goodwill of $13.1 million relating to its capital services reporting unit included in its statement of condition as of March 31, 2010. If market conditions do not improve or deteriorate further, BankAtlantic may incur additional goodwill impairment charges in future periods.
     The increase in other non-interest expense for the 2010 quarter compared to the 2009 quarter was primarily the result of higher deposit insurance premiums. BankAtlantic’s deposit insurance premium increased from $1.5 million during the three months ended March 31, 2009 to $2.4 million during the same 2010 period. These higher deposit insurance premiums were partially offset by lower general operating expenses during the 2010 quarter compared to the 2009 quarter reflecting management’s expense reduction initiatives.
Parent Company Results of Operations
                         
    For the Three Months  
  Ended March 31,  
(in thousands)   2010     2009     Change  
Net interest (expense)
  $ (3,485 )     (4,021 )     536  
Recovery/(provision) for loan losses
    1,279       (757 )     2,036  
 
                 
Net interest (expense) after provision for loan losses
    (2,206 )     (4,778 )     2,572  
Non-interest income
    458       460       (2 )
Non-interest expense
    1,644       1,704       (60 )
 
                 
Parent company (loss)
  $ (3,392 )     (6,022 )     2,630  
 
                 
     Net interest expense declined during the first quarter of 2010 compared to the same 2009 period as a result of lower average interest rates during the 2010 period partially offset by higher debenture average balances. Average rates on junior subordinated debentures decreased from 5.83% during the three months ended March 31, 2009 to 4.68% during the same 2010 period reflecting lower LIBOR interest rates during the 2010 quarter compared to the 2009 quarter. The average balances on junior subordinated debentures increased from $294 million during 2009 to $309 million during 2010. The increase in average debenture balances resulted from the deferral of interest which began in March 2009.
     Non-interest income remained at 2009 levels. The increased equity earnings from the Parent Company’s investment in statutory business trusts that issue trust preferred securities and higher fees received from BankAtlantic for executive management services were offset by lower gains on the sales of securities. During the three months ended March 31, 2009, the Parent Company sold 250,233 shares of Stifel common stock received in connection with the contingent earn-out payment from the sale of Ryan Beck for a $120,000 gain. There were no sales of securities for gains during the three months ended March 31, 2010.
     Non-interest expense declined slightly from 2009 levels. Lower foreclosure expenses during 2010 compared to 2009 were offset by higher compensation expenses. The decline in foreclosure expenses reflects a decline in the number of non-performing loans during 2010 compared to 2009. The increase in compensation expenses primarily resulted from higher incentive bonus expenses during the current quarter compared to the same 2009 period.

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          In March 2008, BankAtlantic transferred non-performing loans to a work-out subsidiary of the Parent Company. The composition of these loans as of March 31, 2010 and December 31, 2009 was as follows (in thousands):
                 
    March 31,     December 31,  
    2010     2009  
Nonaccrual loans:
               
Commercial residential real estate:
               
Builder land bank loans
  $ 5,977       14,060  
Land acquisition and development
    10,376       10,376  
Land acquisition, development and construction
    13,450       14,903  
     
Total commercial residential real estate
    29,803       39,339  
Commercial non-residential real estate
    5,523       5,558  
     
Total non-accrual loans
    35,326       44,897  
Allowance for loan losses — specific reserves
    (8,049 )     (13,630 )
     
Non-accrual loans, net
    27,277       31,267  
Performing commercial non-residential loans
    3,037       3,116  
     
Loans receivable, net
  $ 30,314       34,383  
     
Real estate owned
  $ 10,532       10,532  
     
          During the first quarter of 2010, the Parent Company foreclosed on a $7.9 million builder land bank loan with a $4.5 million specific reserve and sold the collateral for cash proceeds of $5.2 million. The cash proceeds were received in April 2010. The work-out subsidiary also received $0.2 million from loan principal repayments during the quarter, recognized $4.3 million of charge-offs and reversed $5.6 million of specific reserves associated with these charge-offs.
          The Parent Company’s non-accrual loans include large loan balance lending relationships. Three relationships account for 53% of its $35.3 million of non-accrual loans as of March 31, 2010. The following table outlines general information about these relationships as of March 31, 2010 (in thousands):
                                 
    Unpaid                            
    Principal   Outstanding   Specific   Date loan   Date Placed   Default   Collateral   Date of Last
Relationships   Balance   Balance (5)   Reserves   Originated   on Nonaccrual   Date(3)   Type (4)   Full Appraisal
Residential Land Developers
                               
Relationship No. 1
$ 7,382 $ 7,382   $2,870   Jan-06   Q1-2008   Q1-2008   Land A&D   Q2-2009
Relationship No. 2(1)
  20,000   5,977     Mar-05   Q3-2007   Q1-2008   Builder Land   Q3-2009
Relationship No. 3(2)
  9,833   5,225     Apr-04   Q3-2007   Q4-2007   Land AD&C   Q1-2010
                         
 
  37,215   18,584   2,870                    
                         
 
(1)   During 2008, 2009 and 2010, the Company recognized partial charge-offs on relationship No. 2 aggregating $13.9 million.
 
(2)   During 2008, 2009 and 2010, BankAtlantic recognized partial charge-offs on relationship No. 3 aggregating $4.6 million.
 
(3)   The default date is defined as the date of the initial missed payment prior to default.
 
(4)   Acquisition and development (“A&D”).
 
(5)   Outstanding balance is the “Unpaid Principal Balance” less write-downs.
          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 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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          The activity in the Parent Company’s allowance for loan losses was as follows (in thousands):
                 
    For the Three Months  
    Ended March 31,  
    2010     2009  
Balance, beginning of period
  $ 13,630       11,685  
Loans charged-off
    (4,302 )     (684 )
Recoveries of loans previously charged-off
           
 
           
Net (charge-offs)
    (4,302 )     (684 )
(Recovery)/provision for loan losses
    (1,279 )     757  
 
           
Balance, end of period
  $ 8,049       11,758  
 
           
          The $4.3 million of charge-offs primarily related to two loans. One loan was charged-down $2.7 million upon the foreclosure and sale of the collateral. The other loan’s entire balance of $1.2 million was charged-off upon the sale of the remaining collateral. The Parent Company established specific reserves of $5.7 million on these two loans in prior periods and recognized a recovery for loan losses on the sale of these loans during the three months ended March 31, 2010.
          During the three months ended March 31, 2009, the Parent Company recognized a $0.7 million charge-off associated with the foreclosure of a loan.
BankAtlantic Bancorp, Inc. Consolidated Financial Condition
          During the quarter, the Company reduced its total assets with a view to improving its regulatory capital ratios. Total assets were decreased by selling securities available for sale and loans, significantly reducing loan originations and purchases as well as substantially reducing the acquisition of tax certificates. The proceeds from the reduction in earning assets were used to pay down borrowings and to provide liquidity.
          Total assets at March 31, 2010 were $4.7 billion compared to $4.8 billion at December 31, 2009. The changes in components of total assets from December 31, 2009 to March 31, 2010 are summarized below:
    Increase in cash and cash equivalents primarily reflecting $215.3 million of higher cash balances at the Federal Reserve Bank associated with daily cash management activities;
 
    Decrease in securities available for sale reflecting the sale of $43.8 million of mortgage-backed securities as well as repayments;
 
    Decrease in tax certificate balances primarily due to redemptions and decreased tax certificate acquisitions compared to prior periods;
 
    Decrease in loans receivable balances associated with $40.4 million of charge-offs, $45.8 million from the sale of loans and repayments of loans in the normal course of business combined with a significant decline in loan originations and purchases;
 
    Decrease in accrued interest receivable primarily resulting from lower loan balances;
 
    Increase in real estate owned associated with residential and commercial loan foreclosures;
 
    Decrease in investments in unconsolidated companies associated with the consolidation of our factoring joint venture; and
 
    Decrease in office properties and equipment resulting from depreciation.
          The Company’s total liabilities at March 31, 2010 were $4.6 billion compared to $4.7 billion at December 31, 2009. The changes in components of total liabilities from December 31, 2009 to March 31, 2010 are summarized below:
    Increase in interest bearing deposit account balances associated with a $123.1 million increase in high-yielding interest-bearing checking and savings accounts partially offset by $120.5 million of lower certificates of deposit balances;
 
    Increase in non-interest-bearing deposit balances primarily due to increased customer balances in checking accounts reflecting marketing efforts to customers who maintain higher account balances;
 
    Lower FHLB advances due to repayments using proceeds from the sales of securities and loan repayments and increases in deposit account balances;

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    Decrease in mortgage-backed bonds associated with the repayment of the $0.7 million mortgage-backed bond; and
 
    Increase in junior subordinated debentures due to interest deferments.
Liquidity and Capital Resources
BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
          Currently, the Parent Company’s principal source of liquidity is its cash and funds obtained from its wholly-owned work-out subsidiary. The Parent Company also may obtain funds through dividends, and issuance of equity and debt securities, 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 March 31, 2010, BankAtlantic Bancorp had approximately $311.7 million of junior subordinated debentures outstanding with maturities ranging from 2032 through 2037. The aggregate annual interest obligations on this indebtedness totaled approximately $13.7 million based on interest rates at March 31, 2010 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 commence deferring 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 $17.5 million that would otherwise have been paid during the fifteen months ended March 31, 2010 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. 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 $72.3 million of unpaid interest based on average interest rates as of March 31, 2010. 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 and during the three months ended March 31, 2010, 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. There is no assurance that the Parent Company will be able to monetize the loans on acceptable terms, if at all.
          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 most recently until May 20, 2010. On April 22, 2010, the Company was advised that consents were received from the holders of in excess of 66 2/3% of the most-senior classes of notes issued by Preferred Term Securities IX, Inc. (“PreTSL IX”). The consents directed the trustee of PreTSL IX, The Bank of New York Mellon, to accept the offer for $25.2 million aggregate principal amount of the Fixed/Floating Rate Capital

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Securities of BBC Capital Statutory Trust X (the “BBC X TruPS”) held by PreTSL IX (the “offer”). The Bank of New York Mellon advised the Company that it will not accept the offer made to PreTSL lX without receiving a greater percentage of consents. We disagree with The Bank of New York Mellon’s interpretation and believe that the consents received exceeded the threshold required by the indenture of PreTSL IX to authorize the trustee to accept the offer made to PreTSL lX. We filed a lawsuit in the Circuit Court in Broward County, Florida seeking a declaratory judgment and order from the Court directing The Bank of New York Mellon, as trustee, and without any liability to the holders of any class of notes issued by PreTSL IX, to act on the direction received. Subsequent to the filing of the lawsuit, certain holders of PreTSL IX withdrew their consents bringing the percentage of consents received to below 66 2/3%. We are continuing to solicit consents in accordance with the terms of the offers and will pursue the declaratory judgment action. The offers to purchase are conditioned upon acceptance of the offers 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 we will succeed in the litigation, or be in a position to consummate the offer made to PreTSL lX or any other offers in accordance with and subject to the terms of the offers.
          In March 2010, the Parent Company contributed $8 million of capital to BankAtlantic and during the year ended December 31, 2009, the Parent Company contributed $105 million of capital to BankAtlantic.
          In February 2010, the Company filed a registration statement with the Securities and Exchange Commission registering to offer, from time to time, up to $75 million of Class A common stock, Preferred Stock, subscription rights, warrants or debt securities. A description of the securities offered and the expected use of the net proceeds from any sales will be outlined in a prospectus supplement if and when offered.
          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. 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 March 31, 2010.
                                 
    As of March 31, 2010  
            Gross     Gross        
    Carrying     Unrealized     Unrealized     Estimated  
(in thousands)   Value     Appreciation     Depreciation     Fair Value  
     
Cash and cash equivalents
  $ 5,135                   5,135  
Securities available for sale
    10             4       6  
Private investment securities
    1,500                   1,500  
     
Total
  $ 6,645             4       6,641  
     
          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 March 31, 2010 was $40.8 million. During the three months ended March 31, 2010, the Parent Company experienced net cash outflows of $0.2 million from its work-out subsidiary. Additionally, in March 2010 the Parent Company foreclosed on a loan with a carrying value net of specific reserves of $3.3 million and sold the property to an unrelated third party receiving cash proceeds in April 2010 of $5.2 million.
BankAtlantic Liquidity and Capital Resources
          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

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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, and which would 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 $760 million as of December 31, 2009 to $729 million as of March 31, 2010 due to reductions in available collateral resulting from the sale of 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, and in March 2010, the FDIC again extended the program until December 31, 2010. BankAtlantic “opted-in” to the additional coverage on the subject deposits. As a result, BankAtlantic is assessed a 15-basis point surcharge for non-interest bearing deposit transaction account balances exceeding the previously insured amount.
          The FHLB has granted BankAtlantic a line of credit capped at 30% of assets subject to available collateral, with a maximum term of ten years. BankAtlantic utilized its FHLB line of credit to borrow $152 million and to obtain a $252 million letter of credit securing public deposits as of March 31, 2010. 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 $644 million at March 31, 2010. An additional source of liquidity for BankAtlantic is its securities portfolio. As of March 31, 2010, BankAtlantic had $73 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 million in funding and at March 31, 2010, BankAtlantic had $2.6 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 $85 million as of March 31, 2010, with no amounts outstanding under this program at March 31, 2010. The above lines of credit are subject to periodic review and 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 March 31, 2010, BankAtlantic had $28.9 million and $24.7 million of brokered deposits and securities sold under agreements to repurchase outstanding, representing 0.6% 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 $444.5 million as of March 31, 2010.
          BankAtlantic’s liquidity may be affected by unforeseen demands on cash. Our objective in 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 has improved its liquidity position during the three months ended March 31, 2010 by reducing assets, increasing deposits, and paying down borrowings.

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          BankAtlantic’s commitments to originate loans were $28.8 million at March 31, 2010 compared to $76.5 million at March 31, 2009. At March 31, 2010, total loan commitments represented approximately 0.83% of net loans receivable. BankAtlantic had no commitments to purchase loans at March 31, 2010 or March 31, 2009.
          At March 31, 2010, BankAtlantic had mortgage-backed securities of approximately $29.7 million pledged to secure securities sold under agreements to repurchase, $40.7 million pledged to secure public deposits, and $3.5 million pledged to secure treasury tax and loan accounts and potential borrowings at the Federal Reserve discount window.
          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 March 31, 2010:
                               
Total risk-based capital
  $ 412,440       12.86 %     8.00 %     10.00 %
Tier 1 risk-based capital
    349,479       10.90       4.00       6.00  
Tangible capital
    349,479       7.51       1.50       1.50  
Core capital
    349,479       7.51       4.00       5.00  
 
                               
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  
          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 our Annual Report on Form 10-K for the year ended December 31, 2009.
          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 or the Company would be successful in raising additional capital in subsequent periods and the inability to raise capital, if required to do so, could have a material adverse impact on the Company’s business, results of operations and financial condition.
          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 current 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.

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Contractual Obligations and Off Balance Sheet Arrangements as of March 31, 2010 (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
  $ 840,017       691,566       126,178       17,968       4,305  
Long-term debt
    333,707             22,000       17,512       294,195  
Advances from FHLB (1)
    152,008       152,008                    
Operating lease obligations held for sublease
    25,108       842       3,210       2,164       18,892  
Operating lease obligations held for use
    66,056       7,442       16,724       6,633       35,257  
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
  $ 1,447,786       853,537       175,952       54,019       364,278  
     
 
(1)   Payments due by period are based on contractual maturities
 
(2)   The above table excludes interest payments on interest bearing liabilities
Item 3.   Quantitative and Qualitative Disclosures about Market Risk
          The discussion contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, under Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” provides quantitative and qualitative disclosures about the Company’s primary market risk which is interest rate risk.
          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 influence of economic conditions generally, both domestic and foreign, 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 are unpredictable. Changes in interest rates can impact BankAtlantic’s net interest income as well as the valuation of its assets and liabilities. BankAtlantic’s interest rate risk position did not significantly change during the three months ended March 31, 2010. For a discussion on the effect of changing interest rates on BankAtlantic’s earnings during the three months ended March 31, 2010, see Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Net Interest Income.”
Item 4.   Controls and Procedures
Evaluation of Disclosure Controls and Procedures
          As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) Exchange Act) were effective as of March 31, 2010 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
          There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION
Item 1A.   Risk Factors.
          There have been no material changes from the risk factors disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
Item 6.   Exhibits
     
Exhibit 31.1
  Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
Exhibit 31.2
  Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
Exhibit 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
 
   
Exhibit 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
Signatures
          Pursuant to the requirements 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.
 
 
May 13, 2010    By:   /s/ Alan B. Levan    
Date     Alan B. Levan   
      Chief Executive Officer/ Chairman/President   
 
       
May 13, 2010    By:   /s/ Valerie C. Toalson    
Date     Valerie C. Toalson   
      Executive Vice President, Chief Financial Officer   
 

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