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, 2009

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

For the transition period from ___to ___

BankAtlantic Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Florida		65-0507804
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2100 West Cypress Creek Road
Fort Lauderdale, Florida		33309
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

(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, 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):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(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.

		Outstanding at
Title of Each Class		May 7, 2009
Class A Common Stock, par value $0.01 per share			10,283,906
Class B Common Stock, par value $0.01 per share			975,225

 

 

TABLE OF CONTENTS

Reference		Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements			3-17
Consolidated Statements of Financial Condition – March 31, 2009 and December 31, 2008 — Unaudited			3
Consolidated Statements of Operations — For the Three Months Ended March 31, 2009 and 2008 - Unaudited			4
Consolidated Statements of Stockholders’ Equity and Comprehensive Income – For the Three Months Ended March 31, 2009 and 2008 - Unaudited			5
Consolidated Statements of Cash Flows — For the Three Months Ended March 31, 2009 and 2008 - Unaudited			6
Notes to Consolidated Financial Statements — Unaudited			7-17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17-30
Item 3. Quantitative and Qualitative Disclosures about Market Risk			30
Item 4. Controls and Procedures			30
Part II. OTHER INFORMATION
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 6. Exhibits			31
Signatures			31
EX-31.1
EX-31.2
EX-32.1
EX-32.2

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES

		March 31,				December 31,
(In thousands, except share data)		2009				2008
ASSETS
Cash and cash equivalents		$	269,882				158,957
Securities available for sale (at fair value)			520,124				701,845
Investment securities at cost or amortized cost (approximate fair value: $2,375 and $2,503)			2,036				2,036
Tax certificates, net of allowance of $7,036 and $6,064			172,641				213,534
Federal Home Loan Bank stock, at cost which approximates fair value			48,751				54,607
Residential loans held for sale			6,238				3,461
Loans receivable, net of allowance for loan losses of $158,397 and $137,257			4,206,298				4,323,190
Accrued interest receivable			38,519				41,817
Real estate held for development and sale			18,383				18,383
Real estate owned			21,763				19,045
Investments in unconsolidated subsidiaries			10,928				10,552
Office properties and equipment, net			212,814				216,978
Goodwill and other intangibles			16,784				26,244
Other assets			25,599				23,908
Total assets		$	5,570,760				5,814,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
Interest bearing deposits		$	3,254,626				3,184,677
Non-interest bearing deposits			798,687				741,691
Total deposits			4,053,313				3,926,368
Advances from FHLB			817,024				967,028
Securities sold under agreement to repurchase			35,643				46,084
Federal funds purchased and other short term borrowings			62,967				238,339
Subordinated debentures and mortgage-backed bonds			22,822				22,864
Junior subordinated debentures			297,519				294,195
Other liabilities			74,457				75,711
Total liabilities			5,363,745				5,570,589
Commitments and contingencies (See Note 10)
Stockholders’ equity:
Class A common stock, issued and outstanding 10,259,344 and 10,258,057 shares			103				103
Class B common stock, issued and outstanding 975,225 and 975,225 shares			10				10
Additional paid-in capital			219,677				218,974
Retained (deficit) earnings			(10,025	)			32,667
Total stockholders’ equity before accumulated other comprehensive loss			209,765				251,754
Accumulated other comprehensive loss			(2,750	)			(7,786	)
Total stockholders’ equity			207,015				243,968
Total liabilities and stockholders’ equity		$	5,570,760				5,814,557

See Notes to Consolidated Financial Statements — Unaudited

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES

		For the Three Months
		Ended March 31,
(In thousands, except share and per share data)		2009				2008
Interest income:
Interest and fees on loans		$	49,678				68,136
Interest and dividends on securities			8,738				12,031
Interest on tax certificates			4,193				3,565
Total interest income			62,609				83,732
Interest expense:
Interest on deposits			12,987				18,593
Interest on advances from FHLB			7,164				14,946
Interest on short term borrowings			172				1,279
Interest on debentures and bonds payable			4,538				6,283
Total interest expense			24,861				41,101
Net interest income			37,748				42,631
Provision for loan losses			44,277				42,888
Net interest (loss) after provision for loan losses			(6,529	)			(257	)
Non-interest income:
Service charges on deposits			18,685				24,014
Other service charges and fees			7,025				7,433
Securities activities, net			4,440				(4,738	)
Other			2,959				3,930
Total non-interest income			33,109				30,639
Non-interest expense:
Employee compensation and benefits			28,806				35,155
Occupancy and equipment			14,911				16,386
Advertising and business promotion			2,832				4,895
Check losses			844				2,718
Professional fees			3,326				2,760
Supplies and postage			1,004				1,006
Telecommunication			698				1,502
Cost associated with debt redemption			591				1
Provision for (recovery from) tax certificates losses			1,486				(117	)
Impairment of goodwill			9,124				—
Restructuring charges and exit activities			1,875				(115	)
Other			7,694				5,842
Total non-interest expense			73,191				70,033
Loss from continuing operations before income taxes			(46,611	)			(39,651	)
Benefit for income taxes			—				(15,087	)
Loss from continuing operations			(46,611	)			(24,564	)
Discontinued operations (less applicable income tax provision (benefit) of $0 and ($603))			4,201				1,121
Net (loss)		$	(42,410	)			(23,443	)
Basic (loss) per share
Continuing operations		$	(4.15	)			(2.19	)
Discontinued operations			0.37				0.10
Basic (loss) per share		$	(3.78	)			(2.09	)
Diluted (loss) per share
Continuing operations		$	(4.15	)			(2.19	)
Discontinued operations			0.37				0.10
Diluted (loss) per share		$	(3.78	)			(2.09	)
Basic weighted average number of common shares outstanding			11,234,140				11,219,319
Diluted weighted average number of common and common equivalent shares outstanding			11,234,140				11,219,319

See Notes to Consolidated Financial Statements — Unaudited

BankAtlantic Bancorp, Inc.

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES

																		Accumulated
																		Other
		Compre-								Additional				Retained				Compre-
		hensive				Common				Paid-in				Earnings				hensive
(In thousands)		Income				Stock				Capital				(Deficit)				Income (loss)				Total
BALANCE, DECEMBER 31, 2007			$				113				217,140				236,150				5,918				459,321
Net loss			(23,443	)			—				—				(23,443	)			—				(23,443	)
Net unrealized losses on securities available for sale			(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			$				113				218,316				212,425				3,042				433,896
BALANCE, DECEMBER 31, 2008			$				113				218,974				32,667				(7,786	)			243,968
Net loss			(42,410	)			—				—				(42,410	)			—				(42,410	)
Net unrealized gains on securities available for sale			5,036				—				—				—				5,036				5,036
Comprehensive loss			$  (37,374	)
Dividends on Class A common stock							—				—				(257	)			—				(257	)
Dividends on Class B common stock							—				—				(25	)			—				(25	)
Share based compensation expense							—				703				—				—				703
BALANCE, MARCH 31, 2009			$				113				219,677				(10,025	)			(2,750	)			207,015

See Notes to Consolidated Financial Statements — Unaudited

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES

		For the Three Months
		Ended March 31,
(In thousands)		2009				2008
Net cash provided by (used in) operating activities		$	5,124			$	(6,306	)
Investing activities:
Proceeds from redemption and maturities of investment securities and tax certificates			43,528				40,953
Purchase of investment securities and tax certificates			(4,531	)			(11,912	)
Purchase of securities available for sale			—				(67,976	)
Proceeds from sales and maturities of securities available for sale			199,731				187,498
Purchases of FHLB stock			(2,295	)			(8,325	)
Redemption of FHLB stock			8,151				4,771
Investments in unconsolidated subsidiaries			(461	)			(330	)
Distributions from unconsolidated subsidiaries			85				1,714
Net decrease (increase) in loans			69,773				(13,323	)
Proceeds from the sale of loans receivable			—				10,100
Improvements to real estate owned			—				(11	)
Proceeds from sales of real estate owned			602				756
Net additions to office properties and equipment			(669	)			(3,316	)
Net cash provided by investing activities			313,914				140,599
Financing activities:
Net increase in deposits			128,618				42,209
Prepayment of FHLB advances			(249,591	)			—
Net proceeds from FHLB advances			99,000				80,000
Decrease in securities sold under agreements to repurchase			(10,440	)			(7,719	)
Decrease in federal funds purchased			(175,373	)			(62,489	)
Repayment of notes and bonds payable			(45	)			(204	)
Proceeds from issuance of Class A common stock			—				93
Common stock dividends			(282	)			(282	)
Net cash (used in) provided by financing activities			(208,113	)			51,608
Increase in cash and cash equivalents			110,925				185,901
Cash and cash equivalents at the beginning of period			158,957				124,574
Cash and cash equivalents at end of period		$	269,882			$	310,475

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.  Under the terms of the Ryan Beck sales agreement, the Company received additional consideration based on Ryan Beck revenues over the two year period 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 and 2008 was $4.2 million and $1.7 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 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, 2009 and December 31, 2008, the consolidated results of operations for the three months ended March 31, 2009 and 2008, and the consolidated stockholders’ equity and comprehensive income and cash flows for the three months ended March 31, 2009 and 2008. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of results of operations that may be expected for the year ended December 31, 2009. 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, 2008.

     Certain amounts for prior periods have been reclassified to conform to the statement presentation for 2009.

     Liquidity - BankAtlantic’s liquidity is dependent, in part, on its ability to maintain or increase deposit levels and availability under its lines of credit, federal funds, Treasury and Federal Reserve programs. Additionally, interest rate changes, additional collateral requirements, disruptions in the capital markets or deterioration in BankAtlantic’s financial condition may 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 the availability of funding sources may decrease. As of March 31, 2009, BankAtlantic had available unused borrowings of approximately $813 million in connection with its FHLB line of credit, federal funds lines, and Treasury and Federal Reserve programs. However, such available borrowings are subject to periodic reviews and they may be terminated or limited at any time.

     Regulatory Capital - As of March 31, 2009, BankAtlantic was considered a “well capitalized” institution with actual capital amounts and ratios exceeding all “well capitalized” amounts and ratios. However, the 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. If higher capital requirements are imposed, BankAtlantic could be required to raise additional capital. There is no assurance that additional capital will not be necessary, or that the Company or BankAtlantic would be successful in raising additional capital in subsequent periods. The Company’s inability to raise capital or be deemed “well capitalized” could have a material adverse impact on the Company’s financial condition and results.

2. Fair Value Measurement

     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, 2009 using
						Quoted prices in
						Active Markets				Significant Other				Significant
		As of				for Identical				Observable				Unobservable
		March 31,				Assets				Inputs				Inputs
Description		2009				(Level 1)				(Level 2)				(Level 3)
Mortgage-backed securities		$	363,389				—				363,389				—
REMICS			154,449				—				154,449				—
Bonds			250				—				—				250
Equity securities			2,036				784				—				1,252
Total		$	520,124				784				517,838				1,502

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

BankAtlantic Bancorp, Inc. and Subsidiaries

     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			—				—				—
Included in other comprehensive loss			—				(336	)			(336	)
Purchases, issuances, and settlements			—				—				—
Transfers in and/or out of Level 3			—				—				—
Ending balance		$	250				1,252				1,502

     The following table presents major categories of assets measured at fair value on a non-recurring basis during the three months ended March 31, 2009 (in thousands):

					Fair Value Measurements at March 31, 2009 using
						Quoted prices in
						Active Markets				Significant				Significant
		As of				for Identical				Other Observable				Unobservable
		March 31,				Assets				Inputs				Inputs				Total
Description		2009				(Level 1)				(Level 2)				(Level 3)				Impairments
Loans measured for impairment using the fair value of the collateral		$	36,208				—				—				36,208				9,860
Impaired real estate owned			1,590				—				—				1,590				211
Impaired goodwill			—				—				—				—				9,124

     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 of the collateral to assist in measuring impairment. 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 fair value of the collateral is considered a Level 3 valuation.

     Impaired Real Estate Owned

     Real estate owned is generally valued using 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. As a consequence of using broker price opinions and adjustments to appraisals, the fair values of the properties are considered a Level 3 valuation.

BankAtlantic Bancorp, Inc. and Subsidiaries

     Impaired Goodwill

     The Company recognized goodwill impairment in its tax certificates and investments reporting units during the three months ended March 31, 2009. The remaining goodwill on the Company’s statement of financial condition relates to the Company’s capital services reporting unit and the goodwill associated this reporting unit was determined to not be impaired as of March 31, 2009. In determining the fair value of the reporting units, the Company used discounted cash flow valuation techniques. This method requires assumptions for expected cash flows and applicable discount rates. The aggregate fair value of all reporting units derived from the above valuation methodology was compared to the Company’s market capitalization adjusted for a control premium in order to determine the reasonableness of the financial model output. A control premium represents the value an investor would pay above minority interest transaction prices in order to obtain a controlling interest in the respective company. The Company used financial projections over a period of time considered necessary to achieve a steady state of cash flows for each reporting unit. The primary assumptions in the projections were anticipated loan, tax certificates and securities growth, interest rates and revenue growth. The discount rates were estimated based on the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, and unsystematic risk and size premium adjustments specific to a particular reporting unit. The estimated fair value of a reporting unit is highly sensitive to changes in the discount rate and terminal value assumptions and, accordingly, minor changes in these assumptions could impact significantly the fair value assigned to a reporting unit. Future potential changes in these assumptions may impact the estimated fair value of a reporting unit and cause the fair value of the reporting unit to be below its carrying value. As a result of the significant judgments used in determining the fair value of the reporting units, the fair values of the reporting units are considered a Level 3 valuation.

3. Securities Available for Sale

     The following tables summarize securities available for sale (in thousands):

		March 31, 2009
						Gross				Gross
		Amortized				Unrealized				Unrealized				Estimated
		Cost				Gains				Losses				Fair Value
Mortgage-Backed Securities:
Mortgage-backed securities		$	350,142				13,258				11				363,389
Real estate mortgage investment conduits (1)			150,445				4,004				—				154,449
Total mortgage-backed securities			500,587				17,262				11				517,838
Investment Securities:
Other bonds			250				—				—				250
Equity securities			2,347				32				343				2,036
Total investment securities			2,597				32				343				2,286
Total		$	503,184				17,294				354				520,124

		December 31, 2008
						Gross				Gross
		Amortized				Unrealized				Unrealized				Estimated
		Cost				Gains				Losses				Fair Value
Mortgage-Backed Securities:
Mortgage-backed securities		$	521,895				11,017				39				532,873
Real estate mortgage investment conduits (1)			165,449				1,846				944				166,351
Total mortgage-backed securities			687,344				12,863				983				699,224
Investment Securities:
Other bonds			250				—				—				250
Equity securities			2,347				24				—				2,371
Total investment securities			2,597				24				—				2,621
Total		$	689,941				12,887				983				701,845

BankAtlantic Bancorp, Inc. and Subsidiaries

     Included in securities activities, net were (in thousands):

		For the Three Months
		Ended March 31,
		2009				2008
Gross gains on securities sales		$	4,440				1,776
Gross losses on securities sales		$	—				(6,514	)
Proceeds from sales of securities		$	162,429				141,085

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 $1.7 million during the three months ended March 31, 2008 and recognized $4.2 million of additional earn-out consideration during the three months ended March 31, 2009.

5. 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, 2008		$	102				990				1,092
Expenses (recoveries)			—				(115	)			(115	)
Amounts paid or amortized			(88	)			(88	)			(176	)
Balance at March 31, 2008		$	14				787				801
Balance at January 1, 2009			171				1,462				1,633
Expense incurred			1,875				—				1,875
Amounts paid or amortized			(138	)			(30	)			(168	)
Balance at March 31, 2009		$	1,908				1,432				3,340

     In March 2009, the Company completed a reduction of its workforce by approximately 130 associates, or 7%, impacting 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.

BankAtlantic Bancorp, Inc. and Subsidiaries

6. Loans Receivable

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

		March 31,				December 31,
		2009				2008
Real estate loans:
Residential		$	1,875,096				1,929,616
Builder land loans			83,945				84,453
Land acquisition and development			214,561				226,484
Land acquisition, development and construction			52,090				60,730
Construction and development			232,054				229,856
Commercial			710,573				709,523
Consumer — home equity			711,236				718,950
Small business			212,011				218,694
Other loans:
Commercial business			145,264				144,554
Small business — non-mortgage			104,163				108,230
Consumer loans			14,339				16,406
Deposit overdrafts			6,404				9,730
Total gross loans			4,361,736				4,457,226
Adjustments:
Premiums, discounts and net deferred fees			2,959				3,221
Allowance for loan losses			(158,397	)			(137,257	)
Loans receivable, net		$	4,206,298				4,323,190
Loans held for sale		$	6,238				3,461

     Loans held for sale at March 31, 2009 and December 31, 2008 are loans originated through the assistance of an independent mortgage company. The mortgage company provides processing and closing assistance to BankAtlantic. Pursuant to an agreement between the parties, the mortgage company purchases the loans from BankAtlantic 14 days after the date of funding. BankAtlantic owns the loan during the 14 day period and accordingly earns the interest income during the period. Gains from the sale of loans held for sale were $112,000 and $76,000 for the three months ended March 31, 2009 and 2008, respectively.

     Undisbursed loans in process consisted of the following components (in thousands):

		March 31,				December 31,
		2009				2008
Construction and development		$	88,375				124,332
Commercial			31,476				38,930
Total undisbursed loans in process		$	119,851				163,262

BankAtlantic Bancorp, Inc. and Subsidiaries

     Allowance for Loan Losses (in thousands):

		For the Three Months Ended
		March 31,
		2009				2008
Balance, beginning of period		$	137,257				94,020
Loans charged-off			(23,929	)			(47,247	)
Recoveries of loans previously charged-off			792				175
Net (charge-offs)			(23,137	)			(47,072	)
Provision for loan losses			44,277				42,888
Balance, end of period		$	158,397				89,836

     The following summarizes impaired loans (in thousands):

		March 31, 2009								December 31, 2008
		Gross								Gross
		Recorded				Specific				Recorded				Specific
		Investment				Allowances				Investment				Allowances
Impaired loans with specific valuation allowances		$	189,706				45,487				174,710				41,192
Impaired loans without specific valuation allowances			235,964				—				138,548				—
Total		$	425,670				45,487				313,258				41,192

     As of March 31, 2009, impaired loans with specific valuation allowances had been previously charged down by $45.1 million and impaired loans without specific valuation allowances had been previously charged down by $22.7 million.

     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, 2009
Contracted interest income		$	5,097
Interest income recognized			(694	)
Foregone interest income		$	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, in the first quarter of 2009, reduced its asset balances with a view toward strengthening its regulatory capital ratios and revised its projected operating results to reflect a smaller organization in subsequent periods. Additionally, BankAtlantic Bancorp’s market capitalization continued to decline as the average closing price of the Company’s Class A common stock on the NYSE for the month of March 2009 was $1.57 compared to $4.23 for the month of December 2008, a decline of 63%. Management believed that the foregoing factors indicated that the fair value of its reporting units might have declined below their carrying amounts, and, accordingly, an interim goodwill impairment test was performed as of March 31, 2009.

     Based on the results of the interim goodwill impairment evaluation, the Company recorded an impairment charge of $9.1 million during the three months ended March 31, 2009. The entire amount of goodwill relating to the Company’s tax certificate ($4.7 million) and investment ($4.4 million) reporting units was determined to be impaired. Goodwill of $13.1 million associated with the Company’s capital services reporting unit was determined to not be impaired.

BankAtlantic Bancorp, Inc. and Subsidiaries

     The goodwill impairment recognized during 2009 generally reflects the ongoing adverse conditions in the financial services industry, the decline of the Company’s market capitalization below its tangible book value and the Company’s decision to reduce the size of certain reporting units in order to enhance liquidity and improve its regulatory capital ratios. If market conditions do not improve or deteriorate further, the Company may recognize additional goodwill impairment charges in future periods.

8. Related Parties

     The Company, Woodbridge Holdings Corporation (“Woodbridge”, formerly Levitt Corporation) and Bluegreen Corp. (“Bluegreen”) may be deemed to be under common control. The controlling shareholder of the Company and Woodbridge is BFC Financial Corp. (“BFC”), and Woodbridge owns 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 Woodbridge, and directors of Bluegreen. The Company, BFC, Woodbridge and Bluegreen share certain office premises and employee services, pursuant to the agreements described below.

     In March 2008, BankAtlantic entered into an agreement with Woodbridge to provide information technology support in exchange for monthly payments by Woodbridge to BankAtlantic. 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 and investor relations services to the Company. BFC is compensated for these services based on its cost.

     The table below shows the effect of service arrangements on the Company’s consolidated statement of operations for the three months ended March 31, 2009 and 2008 (in thousands):

		For the Three Months Ended
		March 31,
		2009				2008
Non-interest income:
Other — office facilities		$	123				55
Non-interest expense:
Employee compensation and benefits			(29	)			(55	)
Other — back-office support			(441	)			(328	)
Net effect of affiliate transactions before income taxes		$	(347	)			(328	)

     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 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, 2009:

		Class A				Weighted
		Common				Average
		Stock				Price
Options outstanding			53,789			$	48.46
Options non-vested			13,610			$	92.85

     During the years ended December 31, 2007 and 2006, the Company issued to BFC employees that perform services for the Company options to acquire 9,800 and 10,060 shares of the Company’s Class A common stock at an exercise price

BankAtlantic Bancorp, Inc. and Subsidiaries

of $46.90 and $73.45, respectively. 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 and $13,000 of service provider expense relating to these options for the three months ended March 31, 2009 and 2008, respectively.

     BankAtlantic entered into securities sold under agreements to repurchase transactions with Woodbridge and BFC in the aggregate of $7.4 million and $4.7 million as of March 31, 2009 and December 31, 2008, respectively. The Company recognized $19,000 and $26,000 of interest expense in connection with the above repurchase transactions for the three months ended March 31, 2009 and 2008, respectively. These transactions have the same general terms as BankAtlantic’s repurchase agreements with unaffiliated third parties.

     As of March 31, 2009, Woodbridge had $49.9 million invested through the Certificate of Deposit Account Registry Service (“CDARS”) program at BankAtlantic. The CDARS program facilitates the placement of funds into certificates of deposits issued by other financial institutions in increments of less than the standard FDIC insurance maximum to insure that both principal and interest are eligible for full FDIC insurance coverage. BankAtlantic received $49.9 million of deposits from other participating CDARS financial institutions’ customers in connection with this transaction, and these amounts are included in brokered deposits in the Company’s statement of financial condition.

9. 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. Additionally, effective March 31, 2008, a wholly-owned subsidiary of the Parent Company purchased non-performing loans from BankAtlantic. As a consequence, the Parent Company activities include managing this portfolio of 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, 2008. 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, 2009 and 2008 (in thousands):

						Parent				Elimination				Segment
		BankAtlantic				Company				Entries				Total
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 losses before income taxes			(40,589	)			(6,022	)			—				(46,611	)
Provision for income taxes			—				—				—				—
Segment net loss		$	(40,589	)			(6,022	)			—				(46,611	)
Total assets		$	5,488,603				506,711				(424,554	)			5,570,760
2008
Interest income		$	83,358				420				(46	)			83,732
Interest expense			(35,353	)			(5,794	)			46				(41,101	)
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

10. Financial Instruments with Off-balance Sheet Risk

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

		March 31,				December 31,
		2009				2008
Commitments to sell fixed rate residential loans		$	43,184				25,304
Commitments to originate loans held for sale			36,945				21,843
Commitments to originate loans held to maturity			39,571				16,553
Commitments to extend credit, including the undisbursed portion of loans in process			499,913				597,739
Standby letters of credit			19,717				20,558
Commercial lines of credit			51,266				66,954

     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 $13.6 million at March 31, 2009. BankAtlantic also issues standby letters of credit to commercial lending customers guaranteeing the payment of goods and services. These types of standby letters of credit had a maximum exposure of $6.1 million at March 31, 2009. 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, 2009 and December 31, 2008 was $32,000 and

BankAtlantic Bancorp, Inc. and Subsidiaries

$20,000, respectively, of unearned guarantee fees. There were no obligations associated with these guarantees recorded in the financial statements.

11. 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, 2009 and 2008 (in thousands, except share data):

		For the Three Months Ended
		March 31,
		2009				2008
Basic loss per share:
Numerator:
Loss from continuing operations		$	(46,611	)			(24,564	)
Discontinued operations			4,201				1,121
Net (loss)		$	(42,410	)			(23,443	)
Denominator:
Basic weighted average number of common shares outstanding			11,234,140				11,219,319
Basic loss per share from:
Continuing operations		$	(4.15	)			(2.19	)
Discontinued operations			0.37				0.10
Basic loss per share		$	(3.78	)			(2.09	)
Diluted loss per share
Numerator:
Loss from continuing operations		$	(46,611	)			(24,564	)
Discontinued operations			4,201				1,121
Net loss		$	(42,410	)			(23,443	)
Denominator:
Basic weighted average number of common shares outstanding			11,234,140				11,219,319
Diluted weighted average shares outstanding			11,234,140				11,219,319
Diluted loss per share from:
Continuing operations		$	(4.15	)			(2.19	)
Discontinued operations			0.37				0.10
Diluted loss per share		$	(3.78	)			(2.09	)
Cash dividends per share:
Class A share		$	0.025				0.025
Class B share		$	0.025				0.025

     During the three months ended March 31, 2009 and 2008, 839,349 and 1,022,944, respectively, of options to acquire shares of Class A common stock were anti-dilutive.

12. New Accounting Pronouncements

     In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. 157-4 (“Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). This Staff position provides guidance in determining fair values when there is no active market or where the price inputs being used represent distressed sales. It reaffirms what Statement 157 states is the objective of fair value measurement to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. If it is determined that a transaction is not orderly, a reporting entity should place little, if any, weight on that transaction price when estimating fair value. The guidance in the Staff

BankAtlantic Bancorp, Inc. and Subsidiaries

position is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted. The Company believes that the adoption of Staff Position No. 157-4 will not have a material impact on the Company’s financial statements.

     In April 2009, the FASB issued FASB Staff Position No. 115-2 and FAS No. 124-2 (“Recognition and Presentation of Other-Than-Temporary Impairments”). This Staff position changes the other-than-temporary impairment guidance for debt securities. Prior to issuance of this Staff position, if a debt security was impaired and an entity had the ability and intent to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value, then the impairment loss was not recognized in earnings. The guidance of this Staff position indicates that if an entity does not intend to sell an impaired debt security that the entity should assess whether it is more likely than not that it will be required to sell the security before recovery. If the entity more likely than not, will be required to sell the security before recovery, an other-than-temporary impairment has occurred that would be recognized in earnings. If an entity more likely than not will not be required to sell the debt security, but does not expect to recover its cost, the entity should determine whether a credit loss exists, and if so, the credit loss should be recognized in earnings and the remaining impairment should be recognized in other comprehensive income. The guidance in the Staff position is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted. The Company believes that the adoption of Staff Position No. 115-2 will not have a material impact on the Company’s financial statements.

     In April 2009, the FASB issued FASB Staff Position No. 107-1 and APB 28-1 (“Interim Disclosures about Fair Value of Financial Instruments”). Prior to issuing this Staff position, fair values for financial assets and liabilities were only disclosed once a year. The Staff position now requires disclosures of these fair values on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value. The guidance in the Staff position is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted. This Staff position expands fair value annual disclosure to quarterly periods, but the Company does not believe its adoption will have a material impact 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, 2009 and 2008. 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 BankAtlantic Bancorp, Inc. (“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 a continued or deepening recession and increased unemployment on our business generally, our capital ratios, as well as the ability of our borrowers to service their obligations and of our customers to maintain account balances; credit risks and loan losses, and the related sufficiency of the allowance for loan losses, including the impact on the credit quality of our loans (including those held in the asset workout subsidiary of the Company) of a sustained downturn in the economy and in the real estate market and other changes in the real estate markets in our trade area and where our collateral is located; the quality of our 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, and Commercial business loans, and conditions specifically in those market sectors; 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; BankAtlantic’s seven-day banking initiatives and other initiatives not resulting in continued growth of core deposits or increasing average balances of new deposit accounts or producing results which do not justify their costs; the success of our expense reduction initiatives and the ability to achieve additional cost savings; changes in laws and regulations including increased regulatory costs; and the impact of periodic valuation testing of goodwill, deferred tax assets and other assets. Past performance, actual or estimated new account openings and growth may not be indicative of future results. In addition to the risks and factors

BankAtlantic Bancorp, Inc. and Subsidiaries

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, 2008. 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, 2008.

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,
		2009				2008				Change
BankAtlantic		$	(40,589	)			(16,981	)			(23,608	)
Parent Company			(6,022	)			(7,583	)			1,561
Net loss		$	(46,611	)			(24,564	)			(22,047	)

For the Three Months Ended March 31, 2009 Compared to the Same 2008 Period:

     The increase in BankAtlantic’s net loss during the 2009 quarter compared to the same 2008 quarter primarily resulted from a $9.1 million goodwill impairment charge and an increase in the provision for loan losses. Additionally, there was no recognition of any tax benefit related to BankAtlantic’s loss because a deferred tax valuation allowance was established for the tax benefits associated with the loss. BankAtlantic did not recognize a goodwill impairment charge during the 2008 quarter and recorded an $11.0 million benefit for income taxes associated with the 2008 loss. Also contributing to the increase in BankAtlantic’s net loss for the 2009 quarter compared to the 2008 quarter was lower net interest income and fee income as well as termination costs recognized in 2009 as a result of a reduction in its workforce. The decline in BankAtlantic’s net interest income primarily resulted from lower earning asset balances as BankAtlantic slowed the origination and purchase of loans and sold $149.1 million in agency securities in order to enhance liquidity and improve regulatory capital ratios. The decline in fee income mainly reflects lower customer overdraft fees recognized during 2009 compared to 2008. In March 2009, BankAtlantic reduced it workforce by 7%, incurring one-time termination benefit costs of $1.9 million. BankAtlantic’s non-interest expenses excluding goodwill impairment and termination benefits declined by $8.2 million during the 2009 quarter compared to the same 2008 quarter. This decline in expenses was primarily due to BankAtlantic’s expense reduction initiatives during 2008 which included workforce reductions, consolidation of certain back-office facilities, sale of five central Florida stores, renegotiation of vendor contracts, outsourcing of certain back-office functions and other targeted expense reduction programs. In addition, BankAtlantic’s provision for loan losses was $43.5 million for the 2009 quarter compared to $42.9 million for the 2008 quarter. The provision during 2009 primarily related to charge-offs and loan loss reserves associated with our consumer, residential and commercial real estate loan portfolios. The 2008 provision mainly resulted from reserves and charge-offs associated with our commercial residential loan portfolio, which consist of builder land bank loans, land acquisition and development loans and land acquisition, development and construction loans.

BankAtlantic Bancorp, Inc. and Subsidiaries

     The decrease in the Parent Company’s net loss in the 2009 quarter compared to the same 2008 quarter resulted from a $1.4 million decline in net interest expenses, recognition of a deferred tax valuation allowance and an improvement in securities activities, net. The lower net interest expense reflects a decline in interest expense on junior subordinated debentures associated with a significant decline in the three-month LIBOR interest rate from March 2008 to March 2009, as the majority of the Parent Company’s debentures are indexed to the three-month LIBOR interest rate. The improvement in securities activities, net reflects a $0.1 million gain from the sales of securities during 2009 compared to a net loss from securities activities of $5.1 million during 2008. The above improvements in the Parent Company’s performance were partially offset by a $0.8 million provision for loan losses recognized in the 2009 quarter associated with non-performing loans transferred from BankAtlantic to an asset work-out subsidiary of the Parent Company in March 2008. The Parent Company did not recognize a provision for loan losses during the 2008 quarter. Also, the Parent Company recognized a $4.1 million income tax benefit in the 2008 quarter while no income tax benefit was recognized during the 2009 quarter.

     During the 2009 and 2008 quarters, the Company recognized under discontinued operations $4.2 million and $1.1 million, respectively, of additional proceeds from Ryan Beck contingent earn-out payments under the Ryan Beck merger agreement with Stifel. The earn-out period ended on February 28, 2009.

BankAtlantic Results of Operations

     Net interest income

		Bank Operations Business Segment
		Average Balance Sheet - Yield / Rate Analysis
		For the Three Months Ended
		March 31, 2009												March 31, 2008
		Average				Revenue/				Yield/				Average				Revenue/				Yield/
(in thousands)		Balance				Expense				Rate				Balance				Expense				Rate
|		| |									|			| |
Total loans		$	4,355,818				49,607				4.56			$	4,637,747				68,136				5.88
Investments			935,936				12,803				5.47				1,031,714				15,222				5.90
Total interest earning assets			5,291,754				62,410				4.72	%			5,669,461				83,358				5.88	%
Goodwill and core deposit intangibles			25,971												75,718
Other non-interest earning assets			356,514												416,496
Total Assets		$	5,674,239											$	6,161,675
Deposits:
Savings		$	441,278				500				0.46	%		$	566,448				2,018				1.43	%
NOW			1,047,116				1,413				0.55				926,381				2,683				1.16
Money market			421,883				773				0.74				609,062				3,158				2.09
Certificates of deposit			1,300,056				10,301				3.21				992,078				10,734				4.35
Total interest bearing deposits			3,210,333				12,987				1.64				3,093,969				18,593				2.42
Short-term borrowed funds			278,209				182				0.27				168,742				1,325				3.16
Advances from FHLB			903,077				7,164				3.22				1,423,746				14,946				4.22
Long-term debt			22,820				308				5.47				26,456				489				7.43
Total interest bearing liabilities			4,414,439				20,641				1.90				4,712,913				35,353				3.02
Demand deposits			775,977												854,761
Non-interest bearing other liabilities			61,523												48,823
Total Liabilities			5,251,939												5,616,497
Stockholder’s equity			422,300												545,178
Total liabilities and stockholder’s equity		$	5,674,239											$	6,161,675
Net interest income/ net interest spread							41,769				2.82	%							48,005				2.86	%
Margin
Interest income/interest earning assets											4.72	%											5.88	%
Interest expense/interest earning assets											1.58												2.51
Net interest margin											3.14	%											3.37	%