UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 34-027228

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 (Address of principal executive offices)		33309 (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.

x 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.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

TABLE OF CONTENTS

				Page
Part I.		FINANCIAL INFORMATION
Reference
Item 1.		Financial Statements			3-18
		Consolidated Statements of Financial Condition — March 31, 2008 and December 31, 2007 — Unaudited			3
		Consolidated Statements of Operations — For the Three Months Ended March 31, 2008 and 2007 — Unaudited			4
		Consolidated Statements of Stockholders’ Equity and Comprehensive Income — For the Three Months Ended March 31, 2008 and 2007 — Unaudited			5
		Consolidated Statements of Cash Flows — For the Three Months Ended March 31, 2008 and 2007 — Unaudited			6
		Notes to Consolidated Financial Statements — Unaudited			7-18
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			19-30
Item 3.		Quantitative and Qualitative Disclosures about Market Risk			30
Item 4.		Controls and Procedures			30-31
Part II.		OTHER INFORMATION
Item 1A.		Risk Factors			31
Item 6.		Exhibits			31
		Signatures			32
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-32.1 Section 906 Certification of CEO
EX-32.2 Section 906 Certification of CFO

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION — UNAUDITED

		March 31,				December 31,
(In thousands, except share data)		2008				2007
ASSETS
Cash and cash equivalents		$	310,475			$	124,574
Securities available for sale and other financial instruments (at fair value)			816,250				936,024
Investment securities at cost or amortized cost (approximate fair value: $3,148 and $44,688)			3,184				39,617
Tax certificates net of allowance of $3,194 and $3,289			159,474				188,401
Federal Home Loan Bank stock, at cost which approximates fair value			77,557				74,003
Residential loans held for sale			5,635				4,087
Loans receivable, net of allowance for loan losses of $89,836 and $94,020			4,477,670				4,520,101
Accrued interest receivable			44,448				46,271
Real estate held for development and sale			20,039				20,037
Assets held for sale			27,968				13,704
Real estate owned			19,784				17,216
Office properties and equipment, net			227,563				243,863
Deferred tax asset, net			47,937				32,064
Goodwill and other intangibles			75,536				75,886
Other assets			77,170				42,969
Total assets		$	6,390,690			$	6,378,817
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
Interest bearing deposits		$	3,082,752			$	3,129,194
Non-interest bearing deposits			912,862				824,211
Total deposits			3,995,614				3,953,405
Advances from FHLB			1,477,040				1,397,044
Short term borrowings			97,032				167,240
Subordinated debentures and mortgage-backed bonds			26,467				26,654
Junior subordinated debentures			294,195				294,195
Other liabilities			66,446				80,958
Total liabilities			5,956,794				5,919,496
Commitments and contingencies (See Note 11)
Stockholders’ equity:
Class A common stock, issued and outstanding 51,228,719 and 51,196,175 shares			512				512
Class B common stock, issued and outstanding 4,876,124 and 4,876,124 shares			49				49
Additional paid-in capital			217,868				216,692
Retained earnings			212,425				236,150
Total stockholders’ equity before accumulated other comprehensive income			430,854				453,403
Accumulated other comprehensive income			3,042				5,918
Total stockholders’ equity			433,896				459,321
Total liabilities and stockholders’ equity		$	6,390,690			$	6,378,817

See Notes to Consolidated Financial Statements — Unaudited

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,
		2008				2007
Interest income:
Interest and fees on loans		$	68,136			$	79,587
Interest and dividends on taxable securities			15,554				10,157
Interest on tax exempt securities			42				3,796
Total interest income			83,732				93,540
Interest expense:
Interest on deposits			18,593				19,002
Interest on advances from FHLB			14,946				18,723
Interest on short term borrowings			1,279				2,555
Interest on debentures and bonds payable			6,283				6,114
Total interest expense			41,101				46,394
Net interest income			42,631				47,146
Provision for loan losses			42,888				7,461
Net interest (loss) income after provision for loan losses			(257	)			39,685
Non-interest income:
Service charges on deposits			24,014				24,595
Other service charges and fees			7,433				7,033
Securities activities, net			(4,738	)			1,555
Other			3,930				3,569
Total non-interest income			30,639				36,752
Non-interest expense:
Employee compensation and benefits			35,155				41,090
Occupancy and equipment			16,386				15,944
Advertising and business promotion			4,895				5,858
Check losses			2,718				1,857
Professional fees			2,760				1,713
Supplies and postage			1,006				1,853
Telecommunication			1,502				1,381
Restructuring charges and exit activities			(115	)			2,553
Other			5,726				7,244
Total non-interest expense			70,033				79,493
Loss from continuing operations before income taxes			(39,651	)			(3,056	)
Benefit for income taxes			(15,087	)			(852	)
Loss from continuing operations			(24,564	)			(2,204	)
Discontinued operations (less applicable income tax provision (benefit) of $603 and ($4,066)			1,121				7,920
Net (loss) income		$	(23,443	)		$	5,716
Basic (loss) earnings per share
Continuing operations		$	(0.44	)		$	(0.04	)
Discontinued operations			0.02				0.13
Basic (loss) earnings per share		$	(0.42	)		$	0.09
Diluted (loss) earnings per share
Continuing operations		$	(0.44	)		$	(0.04	)
Discontinued operations			0.02				0.13
Diluted (loss) earnings per share		$	(0.42	)		$	0.09
Basic weighted average number of common shares outstanding			56,096,591				60,635,001
Diluted weighted average number of common and common equivalent shares outstanding			56,096,591				60,635,001

See Notes to Consolidated Financial Statements — Unaudited

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2007 and 2008 — Unaudited

																		Accumul-
																		ated
										Addi-								Other
		Compre-								tional								Compre-
		hensive				Common				Paid-in				Retained				hensive
(In thousands)		Income				Stock				Capital				Earnings				Income				Total
BALANCE, DECEMBER 31, 2006		$	—				611				260,460				265,089				(1,178	)			524,982
Cumulative effect adjustment upon adoption of FASB Interpretation No. 48							—				—				700				—				700
Net income			5,716				—				—				5,716				—				5,716
Other comprehensive loss, net of tax:
Unrealized gains on securities available for sale (less income tax expense of $257)			493
Reclassification adjustment for net gain included in net income (less income tax expense of $897)			(1,741	)
Other comprehensive loss			(1,248	)			—				—				—				(1,248	)			(1,248	)
Comprehensive income		$	4,468
Dividends on Class A common stock							—				—				(2,258	)			—				(2,258	)
Dividends on Class B common stock							—				—				(199	)			—				(199	)
Issuance of Class A common stock upon exercise of stock options							1				697				—				—				698
Tax effect relating to share-based compensation							—				963				—				—				963
Purchase and retirement of Class A common stock							(13	)			(17,082	)			—				—				(17,095	)
Share based compensation expense							—				2,718				—				—				2,718
BALANCE, MARCH 31, 2007							599				247,756				269,048				(2,426	)			514,977
BALANCE, DECEMBER 31, 2007		$					561				216,692				236,150				5,918				459,321
Net loss			(23,443	)			—				—				(23,443	)			—				(23,443	)
Other comprehensive loss, net of tax:
Unrealized losses on securities available for sale (less income tax benefit of $2,003)			(4,912	)
Reclassification adjustment for net losses included in net loss (less income tax benefit of $830)			2,036
Other comprehensive loss			(2,876	)			—				—				—				(2,876	)			(2,876	)
Comprehensive loss		$	(26,319	)
Dividends on Class A common stock							—				—				(257	)			—				(257	)
Dividends on Class B common stock							—				—				(25	)			—				(25	)
Issuance of Class A common stock upon exercise of stock options							—				93				—				—				93
Tax effect relating to share-based compensation							—				(4	)			—				—				(4	)
Share based compensation expense							—				1,087				—				—				1,087
BALANCE, MARCH 31, 2008							561				217,868				212,425				3,042				433,896

See Notes to Consolidated Financial Statements — Unaudited

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

		For the Three Months
		Ended March 31,
(In thousands)		2008				2007
Net cash (used in) provided by operating activities		$	(6,306	)		$	8,074
Investing activities:
Proceeds from redemption and maturities of investment securities and tax certificates			40,953				47,633
Purchase of investment securities and tax certificates			(11,912	)			(12,166	)
Purchase of securities available for sale			(67,976	)			(45,275	)
Proceeds from sales and maturities of securities available for sale			187,498				64,631
Purchases of FHLB stock			(8,325	)			(450	)
Redemption of FHLB stock			4,771				11,164
Investments in unconsolidated subsidiaries			(330	)			(2,455	)
Distributions from unconsolidated subsidiaries			1,714				5,443
Net increase in loans			(13,323	)			(36,678	)
Proceeds from the sale of loans receivable			10,100				—
Improvements to real estate owned			(11	)			(1,407	)
Proceeds from sales of real estate owned			756				106
Net additions to office properties and equipment			(3,316	)			(16,289	)
Net proceeds from the sale of Ryan Beck Holdings, Inc.			—				2,628
Net cash provided by investing activities			140,599				16,885
Financing activities:
Net increase in deposits			42,209				217,986
Repayments of FHLB advances			(1,750,000	)			(925,000	)
Proceeds from FHLB advances			1,830,000				705,000
Decrease in securities sold under agreements to repurchase			(7,719	)			(25,221	)
(Decrease) increase in federal funds purchased			(62,489	)			14,725
Repayment of notes and bonds payable			(204	)			(269	)
Excess tax benefits from share-based compensation			—				963
Proceeds from issuance of Class A common stock			93				698
Purchase and retirement of Class A common stock			—				(17,095	)
Common stock dividends			(282	)			(2,457	)
Net cash provided by (used in) financing activities			51,608				(30,670	)
Increase (decrease) in cash and cash equivalents			185,901				(5,711	)
Cash and cash equivalents in discontinued operations assets held for sale at beginning of period			—				3,285
Cash and cash equivalents in discontinued operations assets held for sale at disposal date			—				(6,294	)
Cash and cash equivalents at the beginning of period			124,574				138,904
Cash and cash equivalents at end of period		$	310,475			$	130,184

See Notes to Consolidated Financial Statements — Unaudited

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. As a consequence, the results of operations of Ryan Beck are presented as “Discontinued Operations” in the Consolidated Statement of Operations for the three months ended March 31, 2007. Also, the financial information of Ryan Beck is included in the Consolidated Statement of Stockholders’ Equity and Comprehensive Income and the Consolidated Statement of Cash Flows for the three months ended March 31, 2007.

     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 network of over 100 branches or “stores” 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 such adjustments as are necessary for a fair presentation of the Company’s consolidated financial condition at March 31, 2008 and December 31, 2007, the consolidated results of operations for the three months ended March 31, 2008 and 2007, and the consolidated stockholders’ equity and comprehensive income and cash flows for the three months ended March 31, 2008 and 2007. The results of operations for the three months ended March 31, 2008 are not necessarily indicative of results of operations that may be expected for the year ended December 31, 2008. 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, 2007.

     Certain amounts for prior periods have been reclassified to conform to the statement presentation for 2008.

2. Fair Value Measurement

     Effective January 1, 2008, the Company partially adopted Statement of Financial Accounting Standard No. 157 (“SFAS No. 157”), which provides a framework for measuring fair value. FASB issued FSP FAS 157-2 which delayed the effective date for SFAS No. 157 for nonfinancial assets and nonfinancial liabilities until January 1, 2009. As such, the Company did not adopt the SFAS No. 157 fair value framework for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements at least annually. The Company also did not adopt the SFAS No. 157 fair value framework for leasing transactions as lease transactions were excluded from the scope of SFAS No. 157.

     Statement of Financial Accounting Standard No. 159 allows the Company an irrevocable option for measurement of financial assets or liabilities at fair value on a contract-by-contract basis. The Company did not elect the fair value option for any of its financial assets or liabilities as of the date of adoption or as of March 31, 2008.

     SFAS No. 157 defines fair value 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. The Statement also defines valuation techniques and a fair value hierarchy to prioritize the inputs used in valuation techniques. The input fair value hierarchy 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).

     Valuation techniques are summarized below:

     Market approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. For example, valuation techniques consistent with the market approach often use market multiples derived from a set of comparables. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering factors specific to the measurement (qualitative and quantitative). Valuation techniques consistent with the market approach include matrix pricing. Matrix pricing is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities.

BankAtlantic Bancorp, Inc. and Subsidiaries

     Income approach. The income approach uses valuation techniques to discount future amounts (for example, cash flows or earnings) to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. Those valuation techniques include present value techniques and option-pricing models, such as the Black-Scholes option pricing model.

     Cost approach. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (often referred to as current replacement cost). From the perspective of a market participant (seller), the price that would be received for the asset is determined based on the cost to a market participant (buyer) to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence. Obsolescence encompasses physical deterioration, functional (technological) obsolescence, and economic (external) obsolescence and is broader than depreciation for financial reporting purposes (an allocation of historical cost) or tax purposes (based on specified service lives).

     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.

     The following table presents major categories of the Company’s assets measured at fair value on a recurring basis (in thousands):

						Fair Value Measurements at March 31, 2008 Using
						Quoted prices in
						Active Markets				Significant Other				Significant
						for Identical				Observable				Unobservable
		March 31,				Assets				Inputs				Inputs
Description		2008				(Level 1)				(Level 2)				(Level 3)
Securities available for sale:
Mortgage-backed securities		$	600,505				—				600,505				—
REMICS			188,803				—				188,803				—
Bonds			481				—				—				481
Equity securities			5,128				780				—				4,348
Stifel common stock			12,528				12,528				—				—
Stifel warrants			8,805				—				—				8,805
Total securities available for sale fair value		$	816,250				13,308				789,308				13,634

BankAtlantic Bancorp, Inc. and Subsidiaries

There were no recurring liabilities measured at fair value in the Company’s financial statements.

     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, 2008 (in thousands):

						Stifel				Equity
		Bonds				Warrants				Securities				Total
Beginning Balance		$	681				10,661				5,133				16,475
Total gains and losses (realized/unrealized)
Included in earnings (or changes in net assets)			—				(1,856	)			—				(1,856	)
Included in other comprehensive income			—				—				(785	)			(785	)
Purchases, issuances, and settlements			(200	)			—				—				(200	)
Transfers in and/or out of Level 3			—				—				—				—
Ending balance		$	481				8,805				4,348				13,634

     The valuation techniques and the inputs to the valuation techniques are described below for our recurring financial instruments measured at fair value in our financial statements.

     Mortgage-backed Securities and REMIC’s

     We use matrix pricing to fair value our mortgage-backed and real estate mortgage conduit securities as quoted market prices are not available for the specific securities we own. Matrix pricing values these securities based on standard inputs such as: benchmark yields, reported trades, broker/dealer quotes, issuer spreads and other reference data in our principal market. Our principal market is the secondary institutional markets and the exit price is the bid price. We use a market approach valuation technique and Level 2 valuation inputs to fair value these securities.

     Bonds and Equity Securities

     We generally use a market approach and quoted market prices (Level 1) or matrix pricing (Level 2) to value bonds and equity securities if available. However, for certain equity and debt securities in which observable market inputs cannot be obtained we value these securities 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).

     Stifel Common Stock

     We valued our Stifel common stock using a market approach valuation technique and Level 1 valuation inputs. Stifel common stock is publicly traded on the New York Stock Exchange. The fair value of the Stifel stock in our Consolidated Statement of Financial Condition was calculated based upon the $44.90 closing price of Stifel stock on the New York Stock Exchange on March 31, 2008.

     Stifel Warrants

     We use a Black-Scholes option pricing model to value our Stifel warrants using an income approach valuation technique and Level 2 valuation inputs, except with respect to volatility assumptions. Stifel common stock is publicly traded on the New York Stock Exchange allowing us to incorporate market observable inputs into the option pricing model. We used the historical volatility as the input to the pricing model as implied volatility percentages were unavailable for the entire term of the warrants.

BankAtlantic Bancorp, Inc. and Subsidiaries

     The following table presents major categories of assets measured at fair value on a non-recurring basis as of March 31, 2008 (in thousands):

Fair Value Measurements at March 31, 2008 Using:

Quoted prices in

Active Markets

Significant Other

Significant

for Identical

Observable

Unobservable

March 31,

Assets

Inputs

Inputs

Description

2008

(Level 1)

(Level 2)

(Level 3)

Loans measured for impairment using the fair value of the collateral

$

90,106

—

—

90,106

     There were no liabilities measured at fair value on a non-recurring basis in the Company’s financial statements.

     Loans Measured For Impairment

     We primarily use third party appraisals to assist us in measuring impairment on our collateral dependent 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 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 the timing and price of real estate sales to adjust appraisals obtained at loan origination. 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 fair value of the collateral is considered a Level 3 valuation.

3. 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 (a) defined Ryan Beck private client revenues during the two-year period immediately following the Ryan Beck sale up to a maximum of $40.0 million and (b) defined Ryan Beck investment banking revenues equal to 25% of the amount that such revenues exceed $25.0 million during each of the two twelve-month periods immediately following the Ryan Beck sale. The contingent earn-out payments, if any, will be accounted for when earned as additional proceeds from the sale of Ryan Beck common stock. Ryan Beck’s investment banking revenues exceeded $25 million during the first twelve months subsequent to the sale and the Company received additional consideration of 36,677 shares of Stifel common stock valued at $1.7 million.

BankAtlantic Bancorp, Inc. and Subsidiaries

4. Restructuring Charges and Exit Activities

     The following provides liabilities associated with restructuring charges and exit activities (in thousands):

		Employee
		Termination
		Benefits				Contract				Total
		Liability				Liability				Liability
Balance at January 1, 2007		$	—
Expense incurred			2,317				—				2,317
Amount paid			(53	)			—				(53	)
Balance at March 31, 2007		$	2,264				—				2,264
Balance at January 1, 2008		$	102				990				1,092
Amounts paid or amortized			(88	)			(203	)			(291	)
Balance at March 31, 2008		$	14				787				801

     In March 2007, the Company reduced its workforce by approximately 225 associates, or 8%, in an effort to improve efficiencies. The reduction in the workforce impacted every operating segment and was completed on March 27, 2007. Included in the Company’s Consolidated Statement of Operations for the three months ended March 31, 2007 were $2.6 million of costs associated with one-time termination benefits. These benefits include $0.3 million of share-based compensation expense.

     In December 2007, BankAtlantic decided to sell certain properties that it acquired for its future store expansion program and to terminate or sublease certain operating leases. As a consequence, BankAtlantic recorded $1.0 million of contract liabilities associated with executed operating leases during the three months ended March 31, 2008. The amortization represents adjustments to the contract liability due to changes in estimated cash flows.

     In April 2008, the Company further reduced its workforce by approximately 124 associates, or 6%. The reduction in the workforce impacted every operating segment and was completed on April 18, 2008. The Company incurred $1.9 million of employee termination costs which will be included in the Company’s Statement of Operations for the 2008 second quarter.

5. Securities Activities, Net

     Securities activities, net consisted of the following (in thousands):

		For the Three Months
		Ended March 31,
		2008				2007
Loss on sale of Stifel common stock		$	(4,658	)			—
Gains from managed investment funds			130				2,447
Gain on sale of private investment securities			1,305				481
Gain on sale of agency securities			341				140
Unrealized loss on Stifel warrants			(1,856	)			(1,513	)
Securities activities, net		$	(4,738	)			1,555

     During the three months ended March 31, 2008, the Company sold 2,135,000 shares of Stifel Common Stock receiving net proceeds of $82.2 million. The Company also liquidated its managed fund equity investments and certain private investment securities receiving net proceeds of $58.9 million. The Company used these proceeds to provide $20 million of capital to BankAtlantic and to fund the transfer of $101.5 million of non-performing loans from BankAtlantic to a wholly owned subsidiary of BankAtlantic Bancorp. As of March 31, 2008, the Company held 279,031 shares of Stifel common stock and warrants to purchase 481,724 shares of Stifel common stock at $36.00 per share with an aggregate fair value of $21.3 million.

BankAtlantic Bancorp, Inc. and Subsidiaries

6. Loans Receivable

     The loan portfolio consisted of the following (in thousands):

		March 31,				December 31,
		2008				2007
Real estate loans:
Residential		$	2,119,695				2,155,752
Builder land loans			111,247				149,564
Land acquisition and development			195,103				202,177
Land acquisition, development and construction			126,074				151,321
Construction and development — non-residential			290,214				265,163
Commercial — non-residential			548,439				530,566
Consumer — home equity			699,962				676,262
Small business			213,128				211,797
Other loans:
Commercial business			130,450				131,044
Small business — non-mortgage			105,427				105,867
Consumer loans			14,117				15,667
Deposit overdrafts			9,864				15,005
Total gross loans			4,563,720				4,610,185
Adjustments:
Premiums, discounts and net deferred fees			3,786				3,936
Allowance for loan losses			(89,836	)			(94,020	)
Loans receivable — net		$	4,477,670				4,520,101
Loans held for sale		$	5,635				4,087

     Loans held for sale at March 31, 2008 and December 31, 2007 consisted of $0 and $0.1 million of residential loans originated by BankAtlantic (primarily loans that qualify under the Community Reinvestment Act) and $5.6 million and $4.0 million, respectively, of loans originated through the assistance of an independent mortgage company.

     Allowance for Loan Losses (in thousands):

		For The Three Months Ended
		March 31,
		2008				2007
Balance, beginning of period		$	94,020				43,602
Loans charged-off			(47,247	)			(1,127	)
Recoveries of loans previously charged-off			175				437
Net (charge-offs)			(47,072	)			(690	)
Provision for loan losses			42,888				7,461
Balance, end of period		$	89,836				50,373

BankAtlantic Bancorp, Inc. and Subsidiaries

     The following summarizes impaired loans (in thousands):

		March 31, 2008								December 31, 2007
		Gross								Gross
		Recorded				Specific				Recorded				Specific
		Investment				Allowances				Investment				Allowances
Impaired loans with specific valuation allowances		$	26,871				6,640				113,955				17,809
Impaired loans without specific valuation allowances			138,041				—				67,124				—
Total		$	164,912				6,640				181,079				17,809

     During the three months ended March 31, 2008, we concluded that a portion of the outstanding balance of $107.0 million of non-accrual commercial residential real estate loans were considered uncollectible and we charged-down these loans by $24.1 million. These loans had $16.1 million of specific allowances at December 31, 2007.

7. Assets Held for Sale

     Assets held for sale consisted of the following (in thousands):

		March 31,				December 31,
		2008				2007
Branch facilities held for sale		$	27,968				13,704

     Branch facilities held for sale consists of Orlando store long-lived assets and land acquired for store expansion. During the first quarter of 2008, BankAtlantic entered into an agreement to sell its five stores in the Orlando market with the transaction expected to close in June 2008. Accordingly, we transferred $14.3 million of the long-lived assets attributable to these stores from office properties and equipment to assets held for sale. In December 2007, BankAtlantic decided to sell land that it had acquired for its store expansion program. As a consequence, land acquired for store expansion was written down $1.1 million to its fair value of $12.5 million and transferred to assets held for sale.

8. Income Taxes

     The Company’s actual provision for income taxes from continuing operations differs from the Federal expected income tax provision as follows (dollars in thousands):

		For the Three Months
		Ended March 31,
		2008								2007
Income tax (benefit) at expected federal income tax rate of 35%		$	(13,878	)			(35.00	)%			(1,070	)			(35.00	)%
Increase (decrease) resulting from:
Tax-exempt income			(17	)			(0.04	)			(1,146	)			(37.50	)
(Benefit) for state taxes net of federal benefit			(1,461	)			(3.68	)			(411	)			(13.46	)
Dividends Received Deduction			(64	)			(0.16	)			(89	)			(2.92	)
Change in State tax valuation allowance			453				1.14				914				29.89
Tax credits			(126	)			(0.32	)			(162	)			(5.31	)
Stock options			220				0.55				198				6.46
Other — net			(214	)			(0.54	)			914				29.94
Benefit for income taxes		$	(15,087	)			(38.05	)%			(852	)			(27.90	)%

BankAtlantic Bancorp, Inc. and Subsidiaries

     BankAtlantic performs an evaluation of the need for a deferred tax valuation allowance quarterly. Although BankAtlantic incurred substantial losses before income taxes for the year ended December 31, 2007 and for the three months ended March 31, 2008, management believes that it is more likely than not that BankAtlantic will have sufficient taxable income in future years to realize the net deferred income tax asset. The majority of these losses resulted from the deteriorating Florida real estate market that led to significant charge-offs and provisions for loan losses in BankAtlantic’s commercial residential real estate and consumer loan portfolios. Management believes that BankAtlantic will return to profitability and realize its net deferred tax asset over the allowable carry forward period. However, if future events change BankAtlantic’s profitability assumptions, a significant deferred tax asset valuation allowance may have to be established.

9. Related Parties

     The Company, Levitt Corporation (“Levitt”) and Bluegreen Corp. (“Bluegreen”) are deemed to be under common control. The controlling shareholder of the Company and Levitt is BFC Financial Corp. (“BFC”), and Levitt owns 31% of the outstanding common stock of Bluegreen. Shares of BFC’s capital stock representing a majority of the voting power are owned or controlled by the Company’s Chairman and Vice Chairman, both of whom are also directors of the Company, executive officers and directors of BFC and Levitt, and directors of Bluegreen. The Company, BFC, Levitt and Bluegreen share certain office premises and employee services, pursuant to the arrangements described below.

     The Company maintains service arrangements with BFC, pursuant to which the Company provides office facilities to BFC and its affiliates and the Company is compensated based on its costs.

     The table below shows the effect of these related party service arrangements on the Company’s Consolidated Statement of Operations (in thousands):

		For the Three Months Ended
		March 31,
		2008				2007
Non-interest income:
Other income		$	55				40
Non-interest expense:
Employee compensation benefits			(55	)			(55	)
Other — back-office support			(328	)			(394	)
Net effect of affiliate transactions before income taxes		$	(328	)			(409	)

     The Company, prior to the Levitt spin-off, issued options to acquire shares of the Company’s Class A common stock to employees of Levitt. Additionally, employees of the Company have transferred to affiliate companies and the Company has elected, in accordance with the terms of the Company’s stock option plans, not to cancel the stock options held by those former employees. The Company accounts for these options to former employees as employee stock options because these individuals were employees of the Company on the grant date. During the three months ended March 31, 2007, certain of these former employees exercised 13,062 of options to acquire Class A common stock at a weighted average exercise price of $8.56. No former employees exercised options during the three months ended March 31, 2008.

     Options outstanding to former employees, who are now employees of affiliate companies, consisted of the following as of March 31, 2008:

		Class A				Weighted
		Common				Average
		Stock				Price
Options outstanding			268,943			$	9.90
Options nonvested			154,587			$	12.32

     During the years ended December 31, 2007 and 2006, the Company issued to BFC employees that perform services for the Company options to acquire 49,000 and 50,300 shares of the Company’s Class A common stock at an exercise price of $9.38 and $14.69, respectively. These options vest in five years and expire ten years from the grant date. The Company recognizes service provider expense on these financial instruments over the vesting period measured based on the option fair value at each reporting period. The Company recorded $13,000 of service provider expense for each of the three months ended March 31, 2008 and 2007.

BankAtlantic Bancorp, Inc. and Subsidiaries

     BankAtlantic entered into securities sold under agreements to repurchase transactions with Levitt and BFC in the aggregate of $2.4 million and $7.3 million as of March 31, 2008 and December 31, 2007, respectively. The Company recognized $26,000, and $51,000 of interest expense in connection with the above repurchase transactions for the three months ended March 31, 2008, and 2007 respectively. These transactions have similar general terms as BankAtlantic repurchase agreements with unaffiliated third parties.

     In March 2008, BankAtlantic entered into an agreement with Levitt to provide information technology support. Pursuant to the agreement, Levitt will pay BankAtlantic $10,000 per month and a one-time set-up charge of approximately $20,000. In May 2008, BankAtlantic entered into a lease agreement with BFC under which BFC will pay BankAtlantic monthly rent of $24,490 for office space in BankAtlantic’s corporate headquarters.

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, type of customer, distribution system and regulatory environment. The information provided for Segment Reporting is based on internal reports utilized by management. Results of operations are reported through two reportable segments: BankAtlantic and the Parent Company. The Parent Company activities consist of equity and debt financings, capital management and acquisition related expenses. Additionally, effective March 31, 2008, a wholly-owned subsidiary of the Parent Company purchased non-performing loans from BankAtlantic. The Parent Company activities will also include managing this portfolio of non-performing loans.

     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, 2007. Intersegment transactions are eliminated in consolidation.

BankAtlantic Bancorp, Inc. and Subsidiaries

     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, 2008 and 2007 (in thousands):

										Adjusting and
						Parent				Elimination				Segment
		BankAtlantic				Company				Entries				Total
2008
Net interest income (expense)		$	48,005				(5,374	)			—				42,631
Provision for loan losses			(42,888	)			—				—				(42,888	)
Non-interest income			35,553				(4,646	)			(268	)			30,639
Non-interest expense			(68,626	)			(1,675	)			268				(70,033	)
Segment losses before income taxes			(27,956	)			(11,695	)			—				(39,651	)
Benefit for income taxes			10,975				4,112				—				15,087
Segment net loss		$	(16,981	)			(7,583	)			—				(24,564	)
Total assets		$	6,212,300				730,427				(552,037	)			6,390,690
2007
Net interest income (expense)		$	52,070				(4,924	)			—				47,146
Provision for loan losses			(7,461	)			—				—				(7,461	)
Non-interest income			35,047				1,894				(189	)			36,752
Non-interest expense			(78,770	)			(912	)			189				(79,493	)
Segment profits (losses) before income taxes			886				(3,942	)			—				(3,056	)
(Provision) benefit for income taxes			(247	)			1,099				—				852
Segment net income (loss)		$	639				(2,843	)			—				(2,204	)
Total assets		$	6,175,709				782,753				(578,286	)			6,380,176

11. Financial Instruments with Off-balance Sheet Risk

     Financial instruments with off-balance sheet risk were (in thousands):

		March 31,				December 31,
		2008				2007
Commitments to sell fixed rate residential loans		$	24,854				21,029
Commitments to sell variable rate residential loans			2,607				1,518
Commitments to purchase variable rate residential loans			—				39,921
Commitments to purchase fixed rate residential loans			—				21,189
Commitments to purchase commercial loans			14,000				—
Commitments to originate loans held for sale			21,826				18,344
Commitments to originate loans held to maturity			154,868				158,589
Commitments to extend credit, including the undisbursed portion of loans in process			874,874				992,838
Standby letters of credit			37,215				41,151
Commercial lines of credit			87,719				96,786

     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 $29.4 million at March 31, 2008. 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 $7.8 million at March 31, 2008. 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

BankAtlantic Bancorp, Inc. and Subsidiaries

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, 2008 and December 31, 2007 was $39,000 and $38,000, respectively, of unearned guarantee fees. There were no obligations associated with these guarantees recorded in the financial statements.

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, 2008 and 2007 (in thousands, except share data):

		For the Three Months Ended
		March 31,
		2008				2007
Basic earnings per share:
Numerator:
Loss from continuing operations		$	(24,564	)			(2,204	)
Discontinued operations			1,121				7,920
Net (loss) income		$	(23,443	)			5,716
Denominator:
Basic weighted average number of common shares outstanding			56,096,591				60,635,001
Basic earnings per share from:
Continuing operations		$	(0.44	)			(0.04	)
Discontinued operations			0.02				0.13
Basic earnings per share		$	(0.42	)			0.09
Diluted earnings per share
Numerator:
Loss from continuing operations		$	(24,564	)			(2,204	)
Discontinued operations			1,121				7,920
Net (loss) income		$	(23,443	)			5,716
Denominator:
Basic weighted average number of common shares outstanding			56,096,591				60,635,001
Diluted weighted average shares outstanding			56,096,591				60,635,001
Diluted earnings per share from:
Continuing operations		$	(0.44	)			(0.04	)
Discontinued operations			0.02				0.13
Diluted earnings per share		$	(0.42	)			0.09
Cash dividends per share:
Class A share		$	0.005				0.041
Class B share		$	0.005				0.041

     During the three months ended March 31, 2008 and 2007, 5,114,721 and 4,984,302, respectively, of options to acquire shares of Class A common stock were anti-dilutive.

13. New Accounting Pronouncements

     In December 2007, FASB Statement No. 141 (Revised 2007), Business Combinations (“SFAS 141(R)”) was issued. This statement will significantly change the accounting for business combinations. Under SFAS 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141(R) will change the accounting treatment for certain specific items, including the following: acquisition costs will be generally expensed as incurred; noncontrolling interests (formerly known as “minority interests”) will be valued at fair value at the acquisition date; acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

BankAtlantic Bancorp, Inc. and Subsidiaries

     Also included in the statement are a substantial number of new disclosure requirements. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, a calendar year-end company is required to record and disclose business combinations following existing Generally Accepted Accounting Principles until January 1, 2009.

     In December 2007, FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited.

     In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” (“SFAS 161”) This standard is intended to improve financial reporting by requiring transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under SFAS No 133; and how derivative instruments and related hedged items affect its financial position, financial performance and cash flows. SFAS No. 161 is effective for the first quarter of 2009. This Statement expands derivative disclosure. Management does not believe that the implementation of this Statement will impact the Company’s financial statements.

BankAtlantic Bancorp, Inc. and Subsidiaries

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, 2008 and 2007. 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. When used in this document and in any documents incorporated by reference herein, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify certain of such forward-looking statements. 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; 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, of a sustained downturn 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 residential land acquisition and development loans (including “Builder land bank loans”) and conditions specifically in that market sector; the risks of additional charge-offs, impairments and required increases in our allowance for loan losses; the asset workout subsidiary’s ability to successfully manage the process of debt resolution, if at all, or producing results which do not justify their costs; and the successful completion of a sale or joint venture of its interests in the subsidiary in the future, and the risk that no gain will be realized; 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 capital 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; BankAtlantic’s seven-day banking initiatives and other growth, marketing or advertising initiatives not resulting in continued growth of core deposits or producing results which do not justify their costs; the success of our expense discipline initiatives, including the ability to realize expected levels of savings from recent workforce reductions, and the ability to achieve additional cost savings; success of achieving growth and profitability at new stores in the time frames anticipated, if at all; and the impact of periodic testing of goodwill and other intangible assets for impairment and the periodic evaluation of the need for a deferred tax asset valuation allowance. Past performance, actual or estimated new account openings and growth may not be indicative of future results. Additionally, we hold an investment in Stifel equity securities in connection with the Ryan Beck Holdings, Inc. sale subjecting us to the risk of the value of Stifel shares and warrants received varying over time, and the risk that no gain will be realized. The earn-out amounts payable under the agreement with Stifel are contingent upon the performance of individuals and divisions of Ryan Beck which are now under the exclusive control and direction of Stifel, and there is no assurance that we will be entitled to receive any additional earn-out payments. In addition to the risks and factors identified above, reference is also made to other risks and factors detailed in our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission. 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 statement 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 real estate acquired in connection with foreclosure or in satisfaction of loans, the valuation of the fair value of assets and liabilities in the application of the purchase method of accounting, 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 seven 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 indefinite life intangible assets; (iv) impairment of long-lived assets; (v) accounting for uncertain tax positions; (vi) accounting for contingencies; and (vii) accounting for share-based compensation. 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, 2007.

Consolidated Results of Operations

     (Loss) income from continuing operations from each of the Company’s reportable segments was as follows:

		For the Three Months Ended March 31,
(in thousands)		2008				2007				Change
BankAtlantic		$	(16,981	)			639				(17,620	)
Parent Company			(7,583	)			(2,843	)			(4,740	)
Net loss		$	(24,564	)			(2,204	)			(22,360	)

BankAtlantic Bancorp, Inc. and Subsidiaries

For the Three Months Ended March 31, 2008 Compared to the Same 2007 Period:

     The substantial decrease in BankAtlantic’s earnings during the 2008 quarter primarily resulted from a $42.9 million provision for loan losses compared to a $7.5 million provision for loan losses during the 2007 period and a decline in net interest income from $52.1 million for the 2007 period to $48.0 million during the current period. The above decline in earnings was partially offset by a 12.8% reduction in non-interest expenses compared to the prior quarter. The significantly higher provision for loan losses reflects $40.6 million in commercial loan charge-offs concentrated in the commercial residential real estate loan categories and an increase in our allowance for home equity loan losses as a result of continued deterioration in the Florida residential real estate market and increased delinquency trends in this portfolio. Another factor contributing to the 2008 first quarter net loss was net interest margin compression. Yields on earnings assets declined faster than rates on deposits and borrowings. This reflected a change in the mix of earning assets from higher yielding commercial loans to lower yielding home equity and residential loans. Also contributing to lower net interest income during the current quarter was a substantial increase in non-performing loans compared to the prior quarter. BankAtlantic’s 2008 first quarter earnings were favorably impacted by lower non-interest expenses compared to the 2007 quarter primarily as a result of lower compensation expense associated with the March 2007 reduction in the workforce, reduced store hours beginning in December 2007 and changes in BankAtlantic’s incentive and performance plans for 2008.

     Parent Company net loss in the 2008 quarter reflects $6.6 million of losses associated with Stifel equity securities compared to $1.5 million of losses for the 2007 quarter. Also, the Parent Company incurred higher net interest expense during the 2008 quarter associated with the issuance of $30.9 million of junior subordinated debentures during the latter half of 2007.

BankAtlantic Results of Operations

Net interest income

		Bank Operations Business Segment
		Average Balance Sheet — Yield / Rate Analysis
		For the Three Months Ended
		March 31, 2008												March 31, 2007
(In thousands)		Average				Revenue/				Yield/				Average				Revenue/				Yield/
		Balance				Expense				Rate				Balance				Expense				Rate
Total loans		$	4,637,747				68,136				5.88			$	4,650,519				79,587				6.85
Investments — tax exempt			—				—				—				396,374				5,802	(1)			5.85
Investments — taxable			1,031,714				15,222				5.90				619,614				9,696				6.26
Total interest earning assets			5,669,461				83,358				5.88	%			5,666,507				95,085				6.71	%
Goodwill and core deposit intangibles			75,718												77,138
Other non-interest earning assets			416,496												426,061
Total Assets		$	6,161,675											$	6,169,706
Deposits:
Savings		$	566,448				2,018				1.43	%		$	529,435				2,570				1.97	%
NOW			926,381				2,683				1.16				771,017				1,512				0.80
Money market			609,062				3,158				2.09				650,383				3,938				2.46
Certificates of deposit			992,078				10,734				4.35				961,716				10,982				4.63
Total interest bearing deposits			3,093,969				18,593				2.42				2,912,551				19,002				2.65
Short-term borrowed funds			168,742				1,325				3.16				203,984				2,633				5.23
Advances from FHLB			1,423,746				14,946				4.22				1,405,279				18,723				5.40
Long-term debt			26,456				489				7.43				29,634				626				8.57
Total interest bearing liabilities			4,712,913				35,353				3.02				4,551,448				40,984				3.65
Demand deposits			854,761												989,546
Non-interest bearing other liabilities			48,823												56,222
Total Liabilities			5,616,497												5,597,216
Stockholder’s equity			545,178												572,490
Total liabilities and stockholder’s equity		$	6,161,675											$	6,169,706
Net tax equivalent interest income/ net interest spread							48,005				2.86	%							54,101				3.06	%
Tax equivalent adjustment							—												(2,031	)
Net interest income							48,005												52,070
Margin
Interest income/interest earning assets											5.88	%											6.71	%
Interest expense/interest earning assets											2.51												2.93
Net interest margin (tax equivalent)											3.37	%											3.78	%