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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10Q/A

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

For the quarterly period ended September 30, 2002
OR
[   ] 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.)
|                                                                                             |  |                                                
|1750 East Sunrise Boulevard
Ft. Lauderdale, Florida
(Address of principal executive offices) |  | 33304
(Zip Code)                               

(954) 760-5000
(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.

|        |  |         
|------- |  | --------
|YES [X] |  | NO [   ]

Indicate the number of shares outstanding of each of the issuers classes of
preferred and common stock as of the latest practicable date.

|                                                |  |                  |                |  | 
|----------------------------------------------- |  | ---------------- | -------------- |  | 
|                                                |  |                  | Outstanding at
|Title of Each Class                             |  | November 5, 2002
|                                                |  |                 
|                                                |  |                  |                |  | 
|Class A Common Stock, par value $0.01 per share |  |                  | 53,428,662     | 
|Class B Common Stock, par value $0.01 per share |  |                  | 4,876,124      | 



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TABLE OF CONTENTS



|                                             |                                                                                       |                                                                          |  |  |  |  |  | 
|-------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ |  |  |  |  |  | 
|                                             |                                                                                       | CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION                          
|                                             |                                                                                       | CONSOLIDATED STATEMENTS OF OPERATIONS                                   
|                                             |                                                                                       | CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
|                                             |                                                                                       | CONSOLIDATED STATEMENTS OF CASH FLOWS                                   
|                                             |                                                                                       | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                              
|                                             | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                             | Item 3. Quantitative and Qualitative Disclosures about Market Risk                   
|                                             | Item 4. Controls and Procedures                                                      
|PART II  OTHER INFORMATION                 
|                                             | Item 1. Legal Proceedings                                                            
|                                             | Item 6. Exhibits and Reports on Form 8-K                                             
|Signatures                                  
|Statement RE: Computation Per Share Earnings
|CEO CERTIFICATION                           
|CFO CERTIFICATION                           



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Restatement  As discussed in Note A in the notes to the condensed consolidated
financial statements, the Company announced on February 5, 2003, that it had
restated its previously reported 2002 second and third quarter financial
statements. The restatement reflects a change associated with accounting
policy used to account for mutual fund assets acquired in connection with the
acquisition by Ryan Beck of certain of the assets and the assumption of certain
of the liabilities of Gruntal & Co. The Company initially recorded the mutual
fund assets based on accounting principles applicable to BankAtlantic Bancorp
instead of the specialized industry accounting principles applicable to broker
dealers.

TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION

|                                                                                              |                                                                                                                                                            |  |       |       | 
|--------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- | ----- | 
|                                                                                              |                                                                                                                                                            |  | Page 
|Reference                                                                                     |                                                                                                                                                            |  |       |      
|Item 1. Financial Statements                                                                  |                                                                                                                                                            |  | 1-21  |      
|                                                                                              | Consolidated Statements of Financial
Condition  September 30, 2002 (as restated)
and 2001 and December 31, 2001   Unaudited                              |  |       | 4     | 
|                                                                                              | Consolidated Statements of Operations  For the Three and Nine Months
Ended September 30, 2002 (as restated) and 2001  Unaudited                          |  |       | 5-6   | 
|                                                                                              | Consolidated Statements of Stockholders Equity and Comprehensive Income 
For the Nine Months Ended September 30, 2002 (as restated) and 2001  Unaudited |  |       | 7     | 
|                                                                                              | Consolidated Statements of Cash Flows  For the Nine Months Ended
September 30, 2002 (as restated) and 2001  Unaudited                                    |  |       | 8-9   | 
|                                                                                              | Notes to Consolidated Financial Statements  Unaudited                                                                                                     |  |       | 10-21 | 
|Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                                                                            |  | 22-37 |      
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                                                            |  | 38-40 |      
|Item 4. Controls and Procedures                                                               |                                                                                                                                                            |  | 40    |      
|Part II. OTHER INFORMATION                                                                    |                                                                                                                                                            |  |       |      
|Item 1. Legal Proceedings                                                                     |                                                                                                                                                            |  | 41    |      
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                            |  | 41    |      
|                                                                                              | Signatures and Certification                                                                                                                               |  |       | 42-46 | 





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

|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |           | 
|--------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---- | ------------- | --------- | ------------ | ---- | ------------- | --------- |  | - | --------- | --------- | 
|                                                                                                                                        |                                            |      | September 30, |           | December 31, |      | September 30,
|(In thousands, except share data)                                                                                                       |                                            | 2002 |               | 2001      |              | 2001
|                                                                                                                                        |                                            |      |               |           |              |     
|                                                                                                                                        |                                            |      | (As Restated) |           |              |      |               |           |  |   |          
|ASSETS                                                                                                                                  |                                            |      |               |           |              |      |               |           |  |   |           |          
|Cash and due from depository institutions                                                                                               |                                            | $    | 167,683       |           |              | $    | 120,049       |           |  | $ | 86,201    |          
|Securities purchased under resell agreements                                                                                            |                                            |      | 147           |           |              |      | 156           |           |  |   | 17,280    |          
|Investment securities and tax certificates (approximate fair value: $418,047
$434,470 and $366,616)                                     |                                            |      | 411,488       |           |              |      | 428,718       |           |  |   | 359,967   |          
|Loans receivable, net                                                                                                                   |                                            |      | 3,627,406     |           |              |      | 2,774,238     |           |  |   | 2,885,518 |          
|Securities available for sale (at fair value)                                                                                           |                                            |      | 639,611       |           |              |      | 843,867       |           |  |   | 945,105   |          
|Trading securities (at fair value)                                                                                                      |                                            |      | 178,774       |           |              |      | 68,296        |           |  |   | 33,024    |          
|Accrued interest receivable                                                                                                             |                                            |      | 36,603        |           |              |      | 33,706        |           |  |   | 36,113    |          
|Real estate held for development and sale and joint ventures                                                                            |                                            |      | 251,519       |           |              |      | 178,273       |           |  |   | 173,032   |          
|Equity method investment                                                                                                                |                                            |      | 59,995        |           |              |      |              |           |  |   |          |          
|Office properties and equipment, net                                                                                                    |                                            |      | 91,807        |           |              |      | 61,685        |           |  |   | 61,986    |          
|Federal Home Loan Bank stock, at cost which approximates fair value                                                                     |                                            |      | 65,224        |           |              |      | 56,428        |           |  |   | 56,428    |          
|Deferred tax asset, net                                                                                                                 |                                            |      | 34,449        |           |              |      | 17,879        |           |  |   | 16,669    |          
|Goodwill                                                                                                                                |                                            |      | 79,005        |           |              |      | 39,859        |           |  |   | 40,807    |          
|Core deposit intangible asset                                                                                                           |                                            |      | 14,210        |           |              |      |              |           |  |   |          |          
|Other assets                                                                                                                            |                                            |      | 66,481        |           |              |      | 31,332        |           |  |   | 53,526    |          
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|                                                                                                                                        | Total assets                               |      | $             | 5,724,402 |              |      | $             | 4,654,486 |  |   | $         | 4,765,656 | 
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                    |                                            |      |               |           |              |      |               |           |  |   |           |          
|Liabilities:                                                                                                                            |                                            |      |               |           |              |      |               |           |  |   |           |          
|Deposits                                                                                                                                |                                            | $    | 2,974,874     |           |              | $    | 2,276,567     |           |  | $ | 2,293,597 |          
|Advances from FHLB                                                                                                                      |                                            |      | 1,307,739     |           |              |      | 1,106,030     |           |  |   | 1,113,979 |          
|Securities sold under agreements to repurchase                                                                                          |                                            |      | 286,663       |           |              |      | 406,070       |           |  |   | 70,000    |          
|Federal funds purchased                                                                                                                 |                                            |      | 45,000        |           |              |      | 61,000        |           |  |   | 546,521   |          
|Subordinated debentures, notes and bonds payable                                                                                        |                                            |      | 197,195       |           |              |      | 131,428       |           |  |   | 136,906   |          
|Guaranteed preferred beneficial interests in Companys Junior Subordinated
Debentures                                                   |                                            |      | 190,125       |           |              |      | 74,750        |           |  |   | 74,750    |          
|Securities sold not yet purchased                                                                                                       |                                            |      | 33,034        |           |              |      | 38,431        |           |  |   | 43,273    |          
|Due to clearing agent                                                                                                                   |                                            |      | 81,774        |           |              |      | 9,962         |           |  |   |          |          
|Other liabilities                                                                                                                       |                                            |      | 150,370       |           |              |      | 114,575       |           |  |   | 114,197   |          
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|                                                                                                                                        | Total liabilities                          |      |               | 5,266,774 |              |      |               | 4,218,813 |  |   |           | 4,393,223 | 
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|Stockholders equity:                                                                                                                   |                                            |      |               |           |              |      |               |           |  |   |           |          
|Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued and outstanding                                              |                                            |      |              |           |              |      |              |           |  |   |          |          
|Class A common stock, $.01 par value, authorized 80,000,000 shares;
issued and outstanding 53,428,662, 53,203,159 and 46,202,430 shares |                                            |      | 534           |           |              |      | 532           |           |  |   | 462       |          
|Class B common stock, $.01 par value, authorized 45,000,000 shares;
issued and outstanding 4,876,124, 4,876,124 and 4,876,124 shares    |                                            |      | 49            |           |              |      | 49            |           |  |   | 49        |          
|Additional paid-in capital                                                                                                              |                                            |      | 252,689       |           |              |      | 251,202       |           |  |   | 197,285   |          
|Unearned compensation  restricted stock grants                                                                                         |                                            |      | (1,247        | )         |              |      | (1,359        | )         |  |   | (1,579    | )        
|Retained earnings                                                                                                                       |                                            |      | 197,431       |           |              |      | 170,349       |           |  |   | 161,534   |          
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|Total stockholders equity before accumulated other comprehensive income                                                                |                                            |      | 449,456       |           |              |      | 420,773       |           |  |   | 357,751   |          
|Accumulated other comprehensive income                                                                                                  |                                            |      | 8,172         |           |              |      | 14,900        |           |  |   | 14,682    |          
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|                                                                                                                                        | Total stockholders equity                 |      |               | 457,628   |              |      |               | 435,673   |  |   |           | 372,433   | 
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|                                                                                                                                        | Total liabilities and stockholders equity |      | $             | 5,724,402 |              |      | $             | 4,654,486 |  |   | $         | 4,765,656 | 
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          

See Notes to Consolidated Financial Statements  Unaudited

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED

|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------- | -------------------- | ------------------- | ------------------- | ---- | ------ | ------------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                                                                                                                             |                            |                     | For the Three Months |                     | For the Nine Months
|(In thousands, except share and per share data)                                                                                              |                            | Ended September 30, |                      | Ended September 30,
|                                                                                                                                             |                            |                     |                      |                    
|                                                                                                                                             |                            | 2002                |                      | 2001                |                     | 2002 |        | 2001         
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |              
|                                                                                                                                             |                            | (As Restated)       |                      |                     |                     |      |        | (As Restated) |  |   |         |        
|Interest
Income:                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Interest and fees on loans and leases                                                                                                        |                            | $                   | 59,969               |                     |                     | $    | 60,372 |               |  | $ | 166,365 |         |  | $ | 185,803 |        
|Interest and dividends on securities available for sale                                                                                      |                            |                     | 10,322               |                     |                     |      | 13,112 |               |  |   | 34,192  |         |  |   | 39,761  |        
|Interest and dividends on other investment and trading securities                                                                            |                            |                     | 13,214               |                     |                     |      | 9,595  |               |  |   | 33,840  |         |  |   | 27,423  |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |         | 
|                                                                                                                                             | Total interest income      |                     |                      | 83,505              |                     |      |        | 83,079        |  |   |         | 234,397 |  |   |         | 252,987 | 
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Interest expense:                                                                                                                            |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Interest on deposits                                                                                                                         |                            |                     | 16,089               |                     |                     |      | 21,410 |               |  |   | 48,521  |         |  |   | 68,943  |        
|Interest on advances from FHLB                                                                                                               |                            |                     | 15,856               |                     |                     |      | 15,476 |               |  |   | 46,452  |         |  |   | 44,837  |        
|Interest on securities sold under agreements to repurchase
and federal funds purchased                                                       |                            |                     | 2,305                |                     |                     |      | 4,618  |               |  |   | 5,802   |         |  |   | 21,392  |        
|Interest on subordinated debentures, notes and bonds payable
and guaranteed beneficial interests in Companys Junior
Subordinated Debentures |                            |                     | 7,306                |                     |                     |      | 5,440  |               |  |   | 18,767  |         |  |   | 18,767  |        
|Capitalized interest on real estate developments and joint ventures                                                                          |                            |                     | (1,688               | )                   |                     |      | (1,426 | )             |  |   | (4,519  | )       |  |   | (4,444  | )      
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|                                                                                                                                             | Total interest expense     |                     |                      | 39,868              |                     |      |        | 45,518        |  |   |         | 115,023 |  |   |         | 149,495 | 
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Net interest income                                                                                                                          |                            |                     | 43,637               |                     |                     |      | 37,561 |               |  |   | 119,374 |         |  |   | 103,492 |        
|Provision for loan losses                                                                                                                    |                            |                     | 2,082                |                     |                     |      | 7,258  |               |  |   | 10,786  |         |  |   | 14,059  |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Net interest income after provision for loan losses                                                                                          |                            |                     | 41,555               |                     |                     |      | 30,303 |               |  |   | 108,588 |         |  |   | 89,433  |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Non-interest income:                                                                                                                         |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Investment banking income                                                                                                                    |                            |                     | 50,196               |                     |                     |      | 10,944 |               |  |   | 101,435 |         |  |   | 29,999  |        
|Net revenues from sales of real estate and joint venture activities                                                                          |                            |                     | 8,852                |                     |                     |      | 11,241 |               |  |   | 33,295  |         |  |   | 24,582  |        
|Income from equity method investment                                                                                                         |                            |                     | 1,427                |                     |                     |      |       |               |  |   | 3,168   |         |  |   |        |        
|Service charges on deposits                                                                                                                  |                            |                     | 6,684                |                     |                     |      | 3,820  |               |  |   | 17,234  |         |  |   | 11,590  |        
|Other service charges and fees                                                                                                               |                            |                     | 3,591                |                     |                     |      | 3,903  |               |  |   | 10,246  |         |  |   | 11,275  |        
|Gains on securities activities                                                                                                               |                            |                     | 2,483                |                     |                     |      | 2,241  |               |  |   | 8,605   |         |  |   | 4,292   |        
|Impairment of securities                                                                                                                     |                            |                     | (302                 | )                   |                     |      | (5     | )             |  |   | (18,459 | )       |  |   | (700    | )      
|Other                                                                                                                                        |                            |                     | 2,683                |                     |                     |      | 2,049  |               |  |   | 7,316   |         |  |   | 6,311   |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|                                                                                                                                             | Total non-interest income  |                     |                      | 75,614              |                     |      |        | 34,193        |  |   |         | 162,840 |  |   |         | 87,349  | 
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Non-interest expense:                                                                                                                        |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Employee compensation and benefits                                                                                                           |                            |                     | 60,011               |                     |                     |      | 22,924 |               |  |   | 141,203 |         |  |   | 69,675  |        
|Occupancy and equipment                                                                                                                      |                            |                     | 11,080               |                     |                     |      | 7,258  |               |  |   | 28,498  |         |  |   | 21,094  |        
|Advertising and promotion                                                                                                                    |                            |                     | 3,645                |                     |                     |      | 1,943  |               |  |   | 9,619   |         |  |   | 5,862   |        
|Amortization of intangible assets                                                                                                            |                            |                     | 453                  |                     |                     |      | 1,041  |               |  |   | 907     |         |  |   | 3,115   |        
|Writedown of real estate owned                                                                                                               |                            |                     | 1,400                |                     |                     |      | 126    |               |  |   | 1,464   |         |  |   | 298     |        
|Impairment of cost over fair value of net assets acquired                                                                                    |                            |                     |                     |                     |                     |      | 6,624  |               |  |   |        |         |  |   | 6,624   |        
|Restructuring charges and impairment writedowns                                                                                              |                            |                     |                     |                     |                     |      | 331    |               |  |   | 1,007   |         |  |   | 331     |        
|Acquisition related charges and impairments                                                                                                  |                            |                     | (71                  | )                   |                     |      |       |               |  |   | 4,925   |         |  |   |        |        
|Other                                                                                                                                        |                            |                     | 20,049               |                     |                     |      | 12,081 |               |  |   | 51,241  |         |  |   | 33,347  |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|                                                                                                                                             | Total non-interest expense |                     |                      | 96,567              |                     |      |        | 52,328        |  |   |         | 238,864 |  |   |         | 140,346 | 
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Income before income taxes, extraordinary item and
cumulative effect of a change in accounting principle                                     |                            |                     | 20,602               |                     |                     |      | 12,168 |               |  |   | 32,564  |         |  |   | 36,436  |        
|Provision for income taxes                                                                                                                   |                            |                     | 6,068                |                     |                     |      | 7,077  |               |  |   | 8,937   |         |  |   | 15,915  |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Income before extraordinary item and cumulative
effect of a change in accounting principle                                                   |                            |                     | 14,534               |                     |                     |      | 5,091  |               |  |   | 23,627  |         |  |   | 20,521  |        
|Extraordinary item (less applicable income taxes of $0 and $2,771)                                                                           |                            |                     | (61                  | )                   |                     |      |       |               |  |   | 23,749  |         |  |   |        |        
|Cumulative effect of a change in accounting principle
less applicable provision (benefit) for income taxes
of ($1,246) and $683              |                            |                     |                     |                     |                     |      |       |               |  |   | (15,107 | )       |  |   | 1,138   |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Net income                                                                                                                                   |                            |                     | 14,473               |                     |                     |      | 5,091  |               |  |   | 32,269  |         |  |   | 21,659  |        
|Amortization of goodwill, net of tax                                                                                                         |                            |                     |                     |                     |                     |      | 1,002  |               |  |   |        |         |  |   | 2,971   |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        
|Net income adjusted to exclude goodwill amortization                                                                                         |                            | $                   | 14,473               |                     |                     | $    | 6,093  |               |  | $ | 32,269  |         |  | $ | 24,630  |        
|                                                                                                                                             |                            |                     |                      |                     |                     |      |        |               |  |   |         |         |  |   |         |        



| | (CONTINUED)
| | -----------

See Notes to Consolidated Financial Statements  Unaudited

5



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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED

|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|-------------------------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | ------------------- |  | ---- | ---------- | ------------- |  | - | ---------- | - |  | - | ---------- | 
|                                                                                                               |  | For the Three Months |            | For the Nine Months
|                                                                                                               |  | Ended September 30,  |            | Ended September 30,
|                                                                                                               |  |                      |            |                    
|                                                                                                               |  | 2002                 |            | 2001                |  | 2002 |            | 2001         
|                                                                                                               |  |                      |            |                     |  |      |            |              
|                                                                                                               |  | (As Restated)        |            |                     |  |      |            | (As Restated) |  |   |            |  
|Earnings per share                                                                                             |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|Basic earnings per share before extraordinary item and
cumulative effect of a change in accounting principle   |  | $                    | 0.25       |                     |  | $    | 0.12       |               |  | $ | 0.41       |   |  | $ | 0.53       | 
|Basic earnings per share from extraordinary item                                                               |  |                      |           |                     |  |      |           |               |  |   | 0.41       |   |  |   |           | 
|Basic earnings per share from cumulative effect of a change
in accounting principle                            |  |                      |           |                     |  |      |           |               |  |   | (0.26      | ) |  |   | 0.03       | 
|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|Basic earnings per share                                                                                       |  |                      | 0.25       |                     |  |      | 0.12       |               |  |   | 0.56       |   |  |   | 0.56       | 
|Basic earnings per share from amortization of goodwill                                                         |  |                      |           |                     |  |      | 0.02       |               |  |   |           |   |  |   | 0.08       | 
|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|Basic earnings per share adjusted for goodwill amortization                                                    |  | $                    | 0.25       |                     |  | $    | 0.14       |               |  | $ | 0.56       |   |  | $ | 0.64       | 
|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|Diluted earnings per share before extraordinary item and
cumulative effect of a change in accounting principle |  | $                    | 0.23       |                     |  | $    | 0.11       |               |  | $ | 0.38       |   |  | $ | 0.44       | 
|Diluted earnings per share from extraordinary item                                                             |  |                      |           |                     |  |      |           |               |  |   | 0.37       |   |  |   |           | 
|Diluted earnings per share from cumulative effect of a change
in accounting principle                          |  |                      |           |                     |  |      |           |               |  |   | (0.23      | ) |  |   | 0.02       | 
|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|Diluted earnings per share                                                                                     |  |                      | 0.23       |                     |  |      | 0.11       |               |  |   | 0.52       |   |  |   | 0.46       | 
|Diluted earnings per share from amortization of goodwill                                                       |  |                      |           |                     |  |      | 0.01       |               |  |   |           |   |  |   | 0.06       | 
|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|Diluted earnings per share adjusted for goodwill amortization                                                  |  | $                    | 0.23       |                     |  | $    | 0.12       |               |  | $ | 0.52       |   |  | $ | 0.52       | 
|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|Basic weighted average number of common shares outstanding                                                     |  |                      | 58,065,396 |                     |  |      | 43,378,684 |               |  |   | 57,967,925 |   |  |   | 38,839,248 | 
|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 
|Diluted weighted average number of common and common
equivalent shares outstanding                             |  |                      | 64,320,448 |                     |  |      | 57,009,076 |               |  |   | 64,450,194 |   |  |   | 53,010,671 | 
|                                                                                                               |  |                      |            |                     |  |      |            |               |  |   |            |   |  |   |            | 

See Notes to Consolidated Financial Statements  Unaudited

6



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##### Table of Contents



BankAtlantic Bancorp, Inc.




CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2002  UNAUDITED

|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        |  | 
|--------------------------------------------------------------------------- | --------------------------------------------------------------- | --------------------------------------------------------------- | ------ | ------- | ------ | ------- | --- | -------- |  | -------- | ------- | ------------- |  | ------- | ------- | ---------- |  | ------------- | ------ | ------------- |  | -------- | ------ | - |  | - | ------- | ------ |  | 
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        | Unearned      |  | Accumul- |        |   |  |  
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        | Compen-       |  | ated     |        |   |  |  
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         | Addi-         |  |         |         |            |  | sation        |        | Other         |  |          |        |  
|                                                                            |                                                                 |                                                                 |        | Compre- |        |         |     |          |  | tional   |         |               |  |         |         | Restricted |  | Compre-       |        |               |  |         
|                                                                            |                                                                 |                                                                 |        | hensive |        | Common  |     | Paid-in  |  | Retained |         | Stock         |  | hensive |         |            |  |              
|(In thousands)                                                              |                                                                 | Income                                                          |        | Stock   |        | Capital |     | Earnings |  | Grants   |         | Income        |  | Total  
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |        
|                                                                            |                                                                 | (As Restated)                                                   |        |         |        |         |     |          |  |          |         | (As Restated) |  |         |         |            |  | (As Restated) |        | (As Restated)
|BALANCE, DECEMBER 31, 2000                                                  |                                                                 |                                                                 |        |         |        | $       | 366 |          |  | $        | 103,745 |               |  | $       | 143,471 |            |  | $             | (391   | )             |  | $        | 1,630  |   |  | $ | 248,821 |       
|                                                                            | Net income                                                      |                                                                 | $      | 21,659  |        |         |     |         |  |          |         |              |  |         |         | 21,659     |  |               |        |              |  |          |        |  |  |   |         | 21,659 | 
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|                                                                            | Other comprehensive income, net of tax:                         |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        | 
|                                                                            |                                                                 | Unrealized gain on securities available
for sale                |        |         | 17,517 |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        |  | 
|                                                                            | Accumulated losses associated with cash flow hedge              |                                                                 |        | (1,718  | )      |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        | 
|                                                                            | Reclassification adjustment for net gain
included in net income |                                                                 |        | (2,747  | )      |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        | 
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|                                                                            | Other comprehensive income                                      |                                                                 |        | 13,052  |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        | 
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|Comprehensive income                                                        |                                                                 | $                                                               | 34,711 |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|Dividends on Class A Common Stock                                           |                                                                 |                                                                 |        |         |        |         |    |          |  |          |        |               |  |         | (3,202  | )          |  |               |       |               |  |          |       |   |  |   | (3,202  | )     
|Dividends on Class B Common Stock                                           |                                                                 |                                                                 |        |         |        |         |    |          |  |          |        |               |  |         | (394    | )          |  |               |       |               |  |          |       |   |  |   | (394    | )     
|Exercise of Class A common stock options                                    |                                                                 |                                                                 |        |         |        |         | 3   |          |  |          | 1,322   |               |  |         |        |            |  |               |       |               |  |          |       |   |  |   | 1,325   |       
|Tax effect relating to the exercise of
stock options                        |                                                                 |                                                                 |        |         |        |         |    |          |  |          | 388     |               |  |         |        |            |  |               |       |               |  |          |       |   |  |   | 388     |       
|Issuance of Class A common stock upon
conversion of subordinated debentures |                                                                 |                                                                 |        |         |        |         | 89  |          |  |          | 49,824  |               |  |         |        |            |  |               |       |               |  |          |       |   |  |   | 49,913  |       
|Issuance of Class A common stock                                            |                                                                 |                                                                 |        |         |        |         | 53  |          |  |          | 42,006  |               |  |         |         |            |  |               | (1,372 | )             |  |          |        |   |  |   | 40,687  |       
|Amortization of unearned compensation -
restricted stock grants             |                                                                 |                                                                 |        |         |        |         |    |          |  |          |        |               |  |         |        |            |  |               | 184    |               |  |          |       |   |  |   | 184     |       
|Net change in accumulated other comprehensive
income, net of income taxes   |                                                                 |                                                                 |        |         |        |         |    |          |  |          |        |               |  |         |         |            |  |               |       |               |  |          | 13,052 |   |  |   | 13,052  |       
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|BALANCE, SEPTEMBER 30, 2001                                                 |                                                                 |                                                                 |        |         |        | $       | 511 |          |  | $        | 197,285 |               |  | $       | 161,534 |            |  | $             | (1,579 | )             |  | $        | 14,682 |   |  | $ | 372,433 |       
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|BALANCE, DECEMBER 31, 2001                                                  |                                                                 |                                                                 |        |         |        | $       | 581 |          |  | $        | 251,202 |               |  | $       | 170,349 |            |  | $             | (1,359 | )             |  | $        | 14,900 |   |  | $ | 435,673 |       
|                                                                            | Net income                                                      |                                                                 | $      | 32,269  |        |         |     |         |  |          |         |              |  |         |         | 32,269     |  |               |        |              |  |          |        |  |  |   |         | 32,269 | 
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|                                                                            | Other comprehensive income, net of tax:                         |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        | 
|                                                                            |                                                                 | Unrealized loss on securities available for sale                |        |         | 283    |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        |  | 
|                                                                            |                                                                 | Accumulated loss associated with cash flow hedges               |        |         | (1,903 | )       |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        |  | 
|                                                                            |                                                                 | Reclassification adjustment for cash flow hedges                |        |         | 399    |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        |  | 
|                                                                            |                                                                 | Reclassification adjustment for net gain
included in net income |        |         | (5,507 | )       |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        |  | 
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|                                                                            | Other comprehensive loss                                        |                                                                 |        | (6,728  | )      |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |        | 
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|Comprehensive income                                                        |                                                                 | $                                                               | 25,541 |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|Dividends on Class A Common Stock                                           |                                                                 |                                                                 |        |         |        |         |    |          |  |          |        |               |  |         | (4,754  | )          |  |               |       |               |  |          |       |   |  |   | (4,754  | )     
|Dividends on Class B Common Stock                                           |                                                                 |                                                                 |        |         |        |         |    |          |  |          |        |               |  |         | (433    | )          |  |               |       |               |  |          |       |   |  |   | (433    | )     
|Issuance of Class A common stock                                            |                                                                 |                                                                 |        |         |        |         | 2   |          |  |          | 1,168   |               |  |         |        |            |  |               |       |               |  |          |       |   |  |   | 1,170   |       
|Tax effect relating to the exercise of
stock options                        |                                                                 |                                                                 |        |         |        |         |    |          |  |          | 430     |               |  |         |        |            |  |               |       |               |  |          |       |   |  |   | 430     |       
|Issuance of Class A common stock upon
conversion of subordinated debentures |                                                                 |                                                                 |        |         |        |         |    |          |  |          | 25      |               |  |         |        |            |  |               |       |               |  |          |       |   |  |   | 25      |       
|Issuance of equity method investment common stock                           |                                                                 |                                                                 |        |         |        |         |    |          |  |          | (228    | )             |  |         |        |            |  |               |       |               |  |          |       |   |  |   | (228    | )     
|Issuance of subsidiary stock options                                        |                                                                 |                                                                 |        |         |        |         |    |          |  |          | 92      |               |  |         |        |            |  |               |       |               |  |          |       |   |  |   | 92      |       
|Amortization of unearned compensation -
restricted stock grants             |                                                                 |                                                                 |        |         |        |         |    |          |  |          |        |               |  |         |        |            |  |               | 112    |               |  |          |       |   |  |   | 112     |       
|Net change in accumulated other comprehensive
income, net of income taxes   |                                                                 |                                                                 |        |         |        |         |    |          |  |          |        |               |  |         |        |            |  |               |       |               |  |          | (6,728 | ) |  |   | (6,728  | )     
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       
|BALANCE, SEPTEMBER 30, 2002                                                 |                                                                 |                                                                 |        |         |        | $       | 583 |          |  | $        | 252,689 |               |  | $       | 197,431 |            |  | $             | (1,247 | )             |  | $        | 8,172  |   |  | $ | 457,628 |       
|                                                                            |                                                                 |                                                                 |        |         |        |         |     |          |  |          |         |               |  |         |         |            |  |               |        |               |  |          |        |   |  |   |         |       

See Notes to Consolidated Financial Statements  Unaudited

7



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##### Table of Contents






BankAtlantic Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED

|                                                                                         |  |                     |          |      |  |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------- | -------- | ---- |  | - | -------- | -
|                                                                                         |  | For the Nine Months
|(In thousands)                                                                           |  | Ended September 30,
|                                                                                         |  |                    
|                                                                                         |  | 2002                |          | 2001
|                                                                                         |  |                     |          |     
|                                                                                         |  | (As Restated)       |          |      |  |  
|Operating activities:                                                                    |  |                     |          |      |  |   |          |  
|Income before cumulative effect of a change in
accounting principle                      |  | $                   | 23,627   |      |  | $ | 20,521   |  
|Cumulative effect of a change in accounting principle, net of tax                        |  |                     | (15,107  | )    |  |   | 1,138    |  
|Adjustments to reconcile net income to net cash (used) provided
in operating activities: |  |                     |          |      |  |   |          |  
|Provision for credit losses *                                                            |  |                     | 13,425   |      |  |   | 15,257   |  
|Change in real estate inventory                                                          |  |                     | (57,625  | )    |  |   | (23,999  | )
|Equity in joint venture earnings                                                         |  |                     | (2,166   | )    |  |   | (2,604   | )
|Equity in earnings from equity method investment                                         |  |                     | (3,168   | )    |  |   |         |  
|Issuance of equity method investment common stock                                        |  |                     | (228     | )    |  |   |         |  
|Net originations of loans held for sale activity                                         |  |                     | (14,371  | )    |  |   | (21,182  | )
|Proceeds from sales of loans classified as held for sale                                 |  |                     | 6,953    |      |  |   | 13,150   |  
|Gains on securities activities                                                           |  |                     | (8,605   | )    |  |   | (4,292   | )
|Gain on sale of real estate held for sale                                                |  |                     | (941     | )    |  |   |         |  
|Impairment of securities                                                                 |  |                     | 18,459   |      |  |   | 700      |  
|Losses (gains) on sales of property and equipment                                        |  |                     | 328      |      |  |   | (178     | )
|Gain on sale of real estate owned                                                        |  |                     | (114     | )    |  |   | (1,174   | )
|Gains on sales of in-store branches                                                      |  |                     | (384     | )    |  |   | (319     | )
|Property and equipment impairment                                                        |  |                     | 205      |      |  |   |         |  
|Acquisition related impairment                                                           |  |                     | 515      |      |  |   |         |  
|Depreciation, amortization and accretion, net                                            |  |                     | 4,770    |      |  |   | 4,204    |  
|Amortization of intangible assets                                                        |  |                     | 907      |      |  |   | 3,115    |  
|Impairment of cost over fair value of net assets acquired                                |  |                     | 16,353   |      |  |   | 6,624    |  
|(Increase) decrease in deferred tax asset, net                                           |  |                     | (11,779  | )    |  |   | 2,006    |  
|Issuance of subsidiary stock options                                                     |  |                     | 92       |      |  |   |         |  
|Trading activities, net                                                                  |  |                     | 41,431   |      |  |   | 10,533   |  
|(Increase) decrease in accrued interest receivable                                       |  |                     | (77      | )    |  |   | 7,933    |  
|Increase in other assets                                                                 |  |                     | (440     | )    |  |   | (25,516  | )
|Decrease in due to clearing agent                                                        |  |                     | (29,893  | )    |  |   | (10,833  | )
|(Decrease) increase in securities sold not yet purchased                                 |  |                     | (6,598   | )    |  |   | 31,248   |  
|Increase in other liabilities                                                            |  |                     | 7,492    |      |  |   | 7,392    |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Net cash (used) provided in operating activities                                         |  |                     | (16,939  | )    |  |   | 33,724   |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Investing activities:                                                                    |  |                     |          |      |  |   |          |  
|Proceeds from redemption and maturities of investment
securities and tax certificates    |  |                     | 169,485  |      |  |   | 155,644  |  
|Purchase of investment securities and tax certificates                                   |  |                     | (163,925 | )    |  |   | (131,865 | )
|Purchases of securities available for sale                                               |  |                     | (314,811 | )    |  |   | (480,581 | )
|Proceeds from sales and maturities of securities available for sale                      |  |                     | 589,142  |      |  |   | 402,786  |  
|Proceeds from sales of FHLB stock                                                        |  |                     | 6,509    |      |  |   | 512      |  
|FHLB stock acquired                                                                      |  |                     | (7,242   | )    |  |   | (5,000   | )
|Purchases and net (originations) collections of loans and leases                         |  |                     | (247,328 | )    |  |   | (41,371  | )
|Proceeds from sales of real estate held for sale                                         |  |                     | 4,081    |      |  |   |         |  
|Proceeds from sales of real estate owned                                                 |  |                     | 4,965    |      |  |   | 5,338    |  
|Net additions to office property and equipment                                           |  |                     | (17,452  | )    |  |   | (6,569   | )
|Increase in equity method investment                                                     |  |                     | (53,430  | )    |  |   |         |  
|Repayments of joint venture investments                                                  |  |                     | 2,667    |      |  |   | 1,326    |  
|Acquisitions, net of cash acquired                                                       |  |                     | (52,783  | )    |  |   | (315     | )
|                                                                                         |  |                     |          |      |  |   |          |  
|Net cash used in investing activities                                                    |  |                     | (80,122  | )    |  |   | (100,095 | )
|                                                                                         |  |                     |          |      |  |   |          |  
|Financing activities:                                                                    |  |                     |          |      |  |   |          |  
|Net increase in deposits                                                                 |  |                     | 102,177  |      |  |   | 96,116   |  
|Reduction in deposits from sale of in-store branches                                     |  |                     | (42,597  | )    |  |   | (37,004  | )
|Repayments of FHLB advances                                                              |  |                     | (162,661 | )    |  |   | (289,822 | )
|Proceeds from FHLB advances                                                              |  |                     | 227,499  |      |  |   | 365,000  |  
|Net decrease in securities sold under agreements
to repurchase                           |  |                     | (119,407 | )    |  |   | (112,981 | )
|Net (decrease) increase in federal funds purchased                                       |  |                     | (16,000  | )    |  |   | 60,300   |  
|Repayment of notes and bonds payable                                                     |  |                     | (59,306  | )    |  |   | (41,067  | )
|Proceeds from notes and bonds payable                                                    |  |                     | 103,623  |      |  |   | 39,558   |  
|Issuance of common stock                                                                 |  |                     | 1,170    |      |  |   | 41,697   |  
|Retirement of convertible subordinated debentures                                        |  |                     |         |      |  |   | (251     | )
|Retirement of subordinated debentures                                                    |  |                     |         |      |  |   | (34,791  | )
|Issuance of trust preferred securities                                                   |  |                     | 115,375  |      |  |   |         |  
|Common stock dividends paid                                                              |  |                     | (5,187   | )    |  |   | (3,596   | )
|                                                                                         |  |                     |          |      |  |   |          |  
|Net cash provided in financing activities                                                |  |                     | 144,686  |      |  |   | 83,159   |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Increase in cash and cash equivalents                                                    |  |                     | 47,625   |      |  |   | 16,788   |  
|Cash and cash equivalents at beginning of period                                         |  |                     | 120,205  |      |  |   | 86,693   |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                               |  | $                   | 167,830  |      |  | $ | 103,481  |  
|                                                                                         |  |                     |          |      |  |   |          |  

See Notes to Consolidated Financial Statements  Unaudited (Continued)

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BankAtlantic Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED

|                                                                                        |  |                     |         |      |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ------------------- | ------- | ---- |  | - | ------- | -
|                                                                                        |  | For the Nine Months
|(In thousands)                                                                          |  | Ended September 30,
|                                                                                        |  |                    
|                                                                                        |  | 2002                |         | 2001
|                                                                                        |  |                     |         |     
|                                                                                        |  | (As Restated)       |         |      |  |  
|Interest paid                                                                           |  | $                   | 119,149 |      |  | $ | 159,145 |  
|Income taxes paid                                                                       |  |                     | 30,850  |      |  |   | 13,875  |  
|Loans transferred to real estate owned                                                  |  |                     | 12,427  |      |  |   | 3,040   |  
|Loans transferred from held for sale to held to maturity                                |  |                     | 7,334   |      |  |   |        |  
|Loan net charge-offs                                                                    |  |                     | 19,342  |      |  |   | 16,771  |  
|Tax certificate net charge-offs (recoveries)                                            |  |                     | 1,035   |      |  |   | 1,285   |  
|Increase in equity for the tax effect related to the exercise of
employee stock options |  |                     | 430     |      |  |   | 388     |  
|Transfer of securities available for sale to equity
method investment                   |  |                     | 2,728   |      |  |   |        |  
|Issuance of notes payable under the Ryan Beck deferred
compensation plan                |  |                     | 3,675   |      |  |   |        |  
|Change in other comprehensive income                                                    |  |                     | (9,505  | )    |  |   | 20,350  |  
|Change in deferred taxes on other comprehensive income                                  |  |                     | 2,777   |      |  |   | (7,298  | )
|Change in stockholders equity from other comprehensive income                          |  |                     | (6,728  | )    |  |   | 13,052  |  
|Issuance of Class A Common Stock upon acquisition                                       |  |                     |        |      |  |   | 315     |  
|Issuance of Class A Common Stock upon conversion of
subordinated debentures             |  |                     | 25      |      |  |   | 49,913  |  

*     Provision for credit losses represents provision for loan losses, REO and tax certificates.

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BankAtlantic Bancorp, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED

Note A. Restatement

On April 26, 2002 Ryan Beck & Co. (Ryan Beck) acquired certain of the
assets and assumed certain of the liabilities of Gruntal & Co., LLC (Gruntal)
and acquired all of the membership interests in The GMS Group, LLC (GMS), a
wholly-owned subsidiary of Gruntal (the Gruntal transaction). In connection
with the Gruntal transaction, Ryan Beck assumed a nonqualified deferred
compensation plan and certain mutual fund assets associated with the plan. With
the prior concurrence of the Companys independent accountants, the Company
accounted for these mutual fund assets based on accounting principles
applicable to BankAtlantic Bancorp, and accordingly, the assets were accounted
for as securities available for sale. The effect of this treatment was that
changes in the fair value of the mutual fund assets were recorded in other
comprehensive income in the equity section of the Companys statement of
financial position. Recently, the Company has determined, with the concurrence
of its independent accountants, that the accounting treatment for recording
changes in the value of the plans mutual funds during the second and third
quarters was inappropriate, and that those assets were required to be treated
in accordance with the specialized industry accounting principles applicable to
broker dealers, which require including changes in the fair value of the
mutual funds as an adjustment to broker/dealer operations income in the
Companys consolidated statement of operations.

Based on such treatment, the Company has restated its financial statements
as follows:

Line items Restated on Consolidated Statement of Financial Condition-Unaudited

|                                                                         |  |               |           |               |  |   |           | 
|------------------------------------------------------------------------ |  | ------------- | --------- | ------------- |  | - | --------- | 
|                                                                         |  | As Reported   |           | As Restated  
|                                                                         |  | September 30, |           | September 30,
|                                                                         |  | 2002          |           | 2002         
|                                                                         |  |               |           |              
|Securities available for sale (at fair value)                            |  | $             | 652,203   |               |  | $ | 639,611   | 
|Trading securities (at fair value)                                       |  |               | 166,182   |               |  |   | 178,774   | 
|Deferred tax asset, net                                                  |  |               | 34,261    |               |  |   | 34,449    | 
|Total assets                                                             |  |               | 5,724,214 |               |  |   | 5,724,402 | 
|Retained earnings                                                        |  |               | 199,155   |               |  |   | 197,431   | 
|Total stockholders equity before accumulated
other comprehensive income |  |               | 451,180   |               |  |   | 449,456   | 
|Accumulated other comprehensive income                                   |  |               | 6,260     |               |  |   | 8,172     | 
|Total stockholders equity                                               |  |               | 457,440   |               |  |   | 457,628   | 
|Total liabilities and stockholders equity                               |  |               | 5,724,214 |               |  |   | 5,724,402 | 

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BankAtlantic Bancorp, Inc.

Line items Restated on Consolidated Statement of Operations  Unaudited

|                                                                                                                      |  |                          |        |             |  |   |        | 
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | ----------- |  | - | ------ | 
|                                                                                                                      |  | For the Three Months    
|                                                                                                                      |  | Ended September 30, 2002
|                                                                                                                      |  |                         
|                                                                                                                      |  | As Reported              |        | As Restated
|                                                                                                                      |  |                          |        |            
|Investment banking income                                                                                             |  | $                        | 53,506 |             |  | $ | 50,196 | 
|Gains on securities activities                                                                                        |  |                          | 186    |             |  |   | 2,483  | 
|Total non-interest income                                                                                             |  |                          | 76,627 |             |  |   | 75,614 | 
|Income (loss) before income taxes, extraordinary
item and cumulative effect of a change in
accounting principle       |  |                          | 21,615 |             |  |   | 20,602 | 
|Provision (benefit) for income taxes                                                                                  |  |                          | 6,611  |             |  |   | 6,068  | 
|Income (loss) before extraordinary item and
cumulative effect of a change in
accounting principle                     |  |                          | 15,004 |             |  |   | 14,534 | 
|Net income                                                                                                            |  |                          | 14,943 |             |  |   | 14,473 | 
|Basic earnings (loss) per share before
extraordinary item and cumulative effect of a
change in accounting principle   |  |                          | 0.26   |             |  |   | 0.25   | 
|Basic earnings per share                                                                                              |  |                          | 0.26   |             |  |   | 0.25   | 
|Basic earnings per share adjusted for goodwill amortization                                                           |  |                          | 0.26   |             |  |   | 0.25   | 
|Diluted earnings (loss) per share before
extraordinary item and cumulative effect of a
change in accounting principle |  |                          | 0.24   |             |  |   | 0.23   | 
|Diluted earnings per share                                                                                            |  |                          | 0.24   |             |  |   | 0.23   | 
|Diluted earnings per share adjusted for goodwill amortization                                                         |  |                          | 0.24   |             |  |   | 0.23   | 

Line items Restated on Consolidated Statement of Operations  Unaudited

|                                                                                                                      |  |                          |         |             |  |   |         | 
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | ----------- |  | - | ------- | 
|                                                                                                                      |  | For the Nine Months     
|                                                                                                                      |  | Ended September 30, 2002
|                                                                                                                      |  |                         
|                                                                                                                      |  | As Reported              |         | As Restated
|                                                                                                                      |  |                          |         |            
|Investment banking income                                                                                             |  | $                        | 106,675 |             |  | $ | 101,435 | 
|Gains on securities activities                                                                                        |  |                          | 6,308   |             |  |   | 8,605   | 
|Total non-interest income                                                                                             |  |                          | 165,783 |             |  |   | 162,840 | 
|Income (loss) before income taxes, extraordinary
item and cumulative effect of a change in accounting principle       |  |                          | 35,507  |             |  |   | 32,564  | 
|Provision (benefit) for income taxes                                                                                  |  |                          | 10,156  |             |  |   | 8,937   | 
|Income (loss) before extraordinary item and
cumulative effect of a change in accounting principle                     |  |                          | 25,351  |             |  |   | 23,627  | 
|Net income                                                                                                            |  |                          | 33,993  |             |  |   | 32,269  | 
|Basic earnings (loss) per share before
extraordinary item and cumulative effect of a
change in accounting principle   |  |                          | 0.44    |             |  |   | 0.41    | 
|Basic earnings per share                                                                                              |  |                          | 0.59    |             |  |   | 0.56    | 
|Basic earnings per share adjusted for goodwill amortization                                                           |  |                          | 0.59    |             |  |   | 0.56    | 
|Diluted earnings (loss) per share before
extraordinary item and cumulative effect of a
change in accounting principle |  |                          | 0.41    |             |  |   | 0.38    | 
|Diluted earnings per share                                                                                            |  |                          | 0.55    |             |  |   | 0.52    | 
|Diluted earnings per share adjusted for goodwill amortization                                                         |  |                          | 0.55    |             |  |   | 0.52    | 

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BankAtlantic Bancorp, Inc.

Line items Restated on Statement of Stockholders Equity and Comprehensive Income  Unaudited

|                                                                                        |                                                                           |   |                          |        |             |   |        |        |  
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | - | ------------------------ | ------ | ----------- | - | ------ | ------ | -
|                                                                                        |                                                                           |   | For the Nine Months     
|                                                                                        |                                                                           |   | Ended September 30, 2002
|                                                                                        |                                                                           |   |                         
|                                                                                        |                                                                           |   | As Reported              |        | As Restated
|                                                                                        |                                                                           |   |                          |        |            
|Net Income                                                                              |                                                                           | $ | 33,993                   |        |             | $ | 32,269 |       
|Other comprehensive income, net of tax
Unrealized loss on securities available for sale |                                                                           |   | (3,099                   | )      |             |   | 283    |       
|                                                                                        | Reclassification adjustment for net gains included in
net income          |   |                          | (4,037 | )           |   |        | (5,507 | )
|                                                                                        | Net change in accumulated other comprehensive income,
net of income taxes |   |                          | (8,640 | )           |   |        | (6,728 | )
|Comprehensive income                                                                    |                                                                           |   | 25,353                   |        |             |   | 25,541 |       

Line items Restated on Consolidated Statement of Cash Flows  Unaudited

|                                                                    |  |                          |          |             |  |   |          |  
|------------------------------------------------------------------- |  | ------------------------ | -------- | ----------- |  | - | -------- | -
|                                                                    |  | For the Nine Months     
|                                                                    |  | Ended September 30, 2002
|                                                                    |  |                         
|                                                                    |  | As Reported              |          | As Restated
|                                                                    |  |                          |          |            
|Operating activities:                                               |  |                          |          |             |  |   |          |  
|Income before cumulative effect of a change in
accounting principle |  | $                        | 25,351   |             |  | $ | 23,627   |  
|Gains on securities activity                                        |  |                          | (6,308   | )           |  |   | (8,605   | )
|(Increase) decrease in deferred tax asset, net                      |  |                          | (10,560  | )           |  |   | (11,779  | )
|Trading activities, net                                             |  |                          | 20,877   |             |  |   | 41,431   |  
|Net cash (used) provided in operating activities                    |  |                          | (32,253  | )           |  |   | (16,939  | )
|Investing activities:                                               |  |                          |          |             |  |   |          |  
|Purchases of securities available for sale                          |  |                          | (294,257 | )           |  |   | (314,811 | )
|Proceeds from sales and maturities of securities available
for sale |  |                          | 583,902  |             |  |   | 589,142  |  
|Net cash used from investing activities                             |  |                          | (64,808  | )           |  |   | (80,122  | )
|Supplemental disclosure of non-cash items                           |  |                          |          |             |  |   |          |  
|Change in other comprehensive income                                |  |                          | (12,448  | )           |  |   | (9,505   | )
|Change in deferred taxes on other comprehensive income              |  |                          | 3,808    |             |  |   | 2,777    |  
|Change in stockholders equity from other comprehensive
Income      |  |                          | (8,640   | )           |  |   | (6,728   | )

1. Presentation of Interim Financial Statements

BankAtlantic Bancorp, Inc. (the Company) is a Florida-based diversified
financial services holding company. The Companys principal assets include
BankAtlantic and its subsidiaries, Levitt Companies, LLC (Levitt Companies)
and its subsidiaries and Ryan Beck & Co. (Ryan Beck) and its subsidiaries.
BankAtlantic is a federal savings bank headquartered in Fort Lauderdale,
Florida which provides traditional retail banking services and a wide range of
commercial banking products and related financial services. Levitt Companies
principal activities include residential construction, real estate development
and real estate joint venture investments in Florida. Levitt Companies
principal assets include Core

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BankAtlantic Bancorp, Inc.

Communities, LLC, Levitt and Sons, LLC and its investment in Bluegreen
Corporation (Bluegreen). Core Communities develops land for master planned
communities located in Florida. Levitt and Sons is primarily a developer of
single-family home communities and has participated in condominium and rental
apartment joint ventures mainly in Florida. Bluegreen, a New York Stock
Exchange listed company in which we own approximately 40% of the outstanding
common stock, is a developer of primarily drive-to vacation interval resorts,
golf communities and residential land. Ryan Beck is an investment banking and
brokerage firm which provides a wide range of investment banking, brokerage and
investment management services. All significant inter-company balances and
transactions have been eliminated in consolidation, including $26.1 million of
loans from BankAtlantic to Levitt Companies, $30 million of loans from the
Company to Levitt Companies and $5.0 million of loans from the Company to Ryan
Beck.

In managements opinion, the accompanying consolidated financial
statements contain such adjustments necessary to present fairly the Companys
consolidated financial condition at September 30, 2002, December 31, 2001 and
September 30, 2001, the consolidated results of operations for the three and
nine-months ended September 30, 2002 and 2001, the consolidated stockholders
equity and comprehensive income for the nine-months ended September 30, 2002
and 2001 and the consolidated cash flows for the nine months ended September
30, 2002 and 2001. Such adjustments consisted only of normal recurring items
except for the extraordinary item discussed in Note 4 and the cumulative effect
of a change in accounting principle discussed in Notes 10 and 12. 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, 2001, our Form 10-Q/A for the period
ended June 30, 2002 and our Form 10-Q for each of the periods ended March 31,
2002 and June 30, 2002.

2. Common Unit Options

Ryan Becks Board of Directors adopted the Ryan, Beck & Co, LLC., Common
Unit Option Plan (the Plan) effective March 29, 2002. The Plan provides for
the grant of not more than an aggregate of 500,000 Common Units representing
limited liability interests of Ryan Beck.

During the second quarter, 2002, Ryan Becks Board of Directors granted,
pursuant to the Plan, common unit options to acquire an aggregate of 470,000
common units of Ryan Beck. The fair value was determined based on an
independent appraisal. A compensation charge of $92,000 associated with these
options was included in the Companys statement of operations during the nine
months ended September 30, 2002 based on a fair value estimate from the
independent appraiser. As of September 30, 2002, Ryan Beck had 8,125,000
Common Units outstanding, all of which were owned by the Company.

On September 30, 2002 Ryan Beck & Co., LLC converted from a limited
liability company to a corporation by merging into a newly formed corporation,
Ryan Beck & Co. The 470,000 common unit options were converted into options to
acquire 470,000 shares of Ryan Beck & Co. common stock, and all common units
outstanding at September 30, 2002 were converted to common stock on a
one-for-one basis. The conversion to a corporation reduced the Companys
third quarter provision for income taxes by $525,000 resulting from a reduction
in the Companys State deferred tax valuation allowance.

3. Trust Preferred Securities

In September 2002, the Company participated in two pooled trust preferred
securities offerings in which $35 million of trust preferred securities were
issued in two separate transactions. The trust preferred securities pay
interest quarterly at a floating rate equal to 3-month LIBOR plus 340 basis
points. The securities are redeemable after September 2007 and are due
September 2032. The net proceeds to the Company from the Trust Preferred
Securities offerings after underwriting discounts and expenses were
approximately $34 million. The Company used the proceeds from the trust
preferred securities offerings to redeem $43.7 million of its 9.5% trust
preferred securities.

4. Acquisitions

On April 26, 2002 Ryan Beck acquired certain of the assets and assumed
certain of the liabilities of Gruntal & Co., LLC (Gruntal) and acquired all
of the membership interests in The GMS Group, LLC (GMS), a wholly-owned
subsidiary of Gruntal (the Gruntal transaction). The Gruntal transaction was
accounted for by the purchase method of accounting. Under this method the
acquired assets and assumed liabilities of Gruntal were recorded at their
estimated fair value, and the amount of estimated fair value of net assets in
excess of the purchase price was used to write down non-financial assets and
the remaining balance was recorded as an extraordinary income item. The
Companys financial
13Table of ContentsBankAtlantic Bancorp, Inc.statements have reflected the Gruntal transaction as of April 26, 2002.
In connection with the Gruntal transaction, a nonqualified deferred
compensation plan was assumed by Ryan Beck covering select employees of
Gruntal. Gruntal provided an annual matching contribution and, in some cases,
special allocations, both of which would vest if the employee remained
employed for ten years from the plan year for which contributions were made.
The obligations were not required to be funded and were unsecured general
obligations to pay, in the future, the value of the deferred compensation,
adjusted to reflect the performance of selected investment measurement options
chosen by each participant during the deferral period. On April 26, 2002, Ryan
Beck froze the plan, so that the participants could no longer continue to make
contributions and related matches ceased. In August 2002, Ryan Beck
allowed the participants in the plan to elect to withdraw their vested benefits
upon forfeiting their unvested benefits. During September 2002, $15.3 million
of plan assets, both vested and non-vested amounts were withdrawn from the plan
resulting in a $2.3 million realized loss upon the sale of mutual funds
assigned to plan obligations. At September 30, 2002, the nonqualified deferred
compensation obligation was $12.6 million of which $6.3 million was vested.
During the three and nine months ended September 30, 2002, the Company realized
a $1.4 million and $2.3 million, respectively, reduction in compensation
expense associated with the decrease in the nonqualified deferred compensation
plan obligation during the period. In July 2002, Ryan Beck established a
retention plan for certain Gruntal investment consultants, key employees and
others. Pursuant to the retention plan, the participants were granted a
length of service award and a retention award in forgivable notes in the
aggregate amounts of $900,000 and $9.5 million, respectively. The participants
were granted the length of service award and 50% of the retention award in
forgivable notes in the aggregate amount of $5.7 million in July 2002. The
participants can elect to receive their remaining 50% of the retention award in
forgivable notes in February 2003, or the participants can elect to receive an
enhanced award based on production goals which will be paid out in the form of
forgivable notes in January 2004. The award based on production goals can be
no less than the amount they would have received on February 2003 assuming all
participants remained employed through the retention award date. Each
forgivable note will have a term of five years. A pro-rata portion of the
principal amount of the note is forgiven each month over the five year term. If
a participant terminates employment with Ryan Beck prior to the end of the term
of the Note, the outstanding balance becomes immediately due to Ryan Beck.On March 22, 2002 BankAtlantic acquired Community Savings Bankshares Inc.,
the parent company of Community Savings, F.A. (Community), for $170.3 million
in cash and immediately merged Community into BankAtlantic. The fair value of
Communitys assets acquired and liabilities assumed is included in the
Companys statement of financial condition and Communitys results of
operations have been included in the Companys consolidated financial
statements since March 22, 2002.The following table summarizes the fair value of assets acquired and
liabilities assumed in connection with the acquisition of Community and the
Gruntal transaction effective March 22, 2002 and April 26, 2002, respectively.

|                                            |                                   |   |           |         |         |   |               |         |               |   |          |           | 
|------------------------------------------- | --------------------------------- | - | --------- | ------- | ------- | - | ------------- | ------- | ------------- | - | -------- | --------- | 
|                                            |                                   |   | Community |         | Gruntal |   | Total        
|                                            |                                   |   |           |         |         |   |              
|                                            |                                   |   |           |         |         |   | (As Restated) |         | (As Restated)
|Cash and interest earning deposits          |                                   | $ | 124,977   |         |         | $ | 886           |         |               | $ | 125,863  |          
|Securities available for sale               |                                   |   | 79,768    |         |         |   |              |         |               |   | 79,768   |          
|Trading securities                          |                                   |   |          |         |         |   | 151,909       |         |               |   | 151,909  |          
|Loans receivable, net                       |                                   |   | 623,039   |         |         |   |              |         |               |   | 623,039  |          
|FHLB Stock                                  |                                   |   | 8,063     |         |         |   |              |         |               |   | 8,063    |          
|Investments and advances to joint ventures  |                                   |   | 16,122    |         |         |   |              |         |               |   | 16,122   |          
|Goodwill                                    |                                   |   | 55,498    |         |         |   |              |         |               |   | 55,498   |          
|Core deposit intangible asset               |                                   |   | 15,117    |         |         |   |              |         |               |   | 15,117   |          
|Other assets                                |                                   |   | 46,620    |         |         |   | 12,597        |         |               |   | 59,217   |          
|                                            |                                   |   |           |         |         |   |               |         |               |   |          |          
|                                            | Fair value of assets acquired     |   |           | 969,204 |         |   |               | 165,392 |               |   |          | 1,134,596 | 
|                                            |                                   |   |           |         |         |   |               |         |               |   |          |          
|Deposits                                    |                                   |   | 639,111   |         |         |   |              |         |               |   | 639,111  |          
|FHLB advances                               |                                   |   | 138,981   |         |         |   |              |         |               |   | 138,981  |          
|Other borrowings                            |                                   |   | 14,291    |         |         |   | 3,427         |         |               |   | 17,718   |          
|Securities sold not yet purchased           |                                   |   |          |         |         |   | 1,201         |         |               |   | 1,201    |          
|Payable to clearing broker                  |                                   |   |          |         |         |   | 101,705       |         |               |   | 101,705  |          
|Other liabilities                           |                                   |   | 6,022     |         |         |   | 27,463        | (1)     |               |   | 33,485   |          
|                                            |                                   |   |           |         |         |   |               |         |               |   |          |          
|                                            | Fair value of liabilities assumed |   |           | 798,405 |         |   |               | 133,796 |               |   |          | 932,201   | 
|Fair value of net assets acquired over cost |                                   |   |          |         |         |   | (23,749       | )(2)    |               |   | (23,749  | )        
|                                            |                                   |   |           |         |         |   |               |         |               |   |          |          
|Purchase price                              |                                   |   | 170,799   |         |         |   | 7,847         |         |               |   | 178,646  |          
|Cash acquired                               |                                   |   | (124,977  | )       |         |   | (886          | )       |               |   | (125,863 | )        
|                                            |                                   |   |           |         |         |   |               |         |               |   |          |          
|Purchase price net of cash acquired         |                                   | $ | 45,822    |         |         | $ | 6,961         |         |               | $ | 52,783   |          
|                                            |                                   |   |           |         |         |   |               |         |               |   |          |          

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BankAtlantic Bancorp, Inc.



| | 1. |  | Included in Gruntals other liabilities were $675,000 of
termination costs for contract obligations related to leased
equipment and $654,000 of contract termination obligations associated
with closing certain Gruntal branches.                                                                                                                                                                                                                                              
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | The Company recognized an extraordinary gain of $23.7 million,
net of income taxes of $2.8 million, and reduced the carrying amount
of non-financial assets by $11.2 million as a result of the fair
value of the assets acquired exceeding the cost of the transaction.
The Company did not establish a deferred tax liability for the
extraordinary gain associated with the GMS membership interest
acquisition, because the Company acquired GMS rather than the net
assets.

The purchase price of Community consisted of $170.3 million in cash and
$500,000 of acquisition professional fees. The cost of the Gruntal transaction
consisted of a $6.0 million cash payment, $750,000 of acquisition professional
fees and an estimated $1.05 million of contingent consideration payable to
Gruntal. The $1.05 million contingent consideration to Gruntal relates to
possible deferred compensation plan participant forfeitures and represents the
maximum amount of additional consideration. Pursuant to the terms of the
Acquisition Agreement, during each of the three years beginning October 27,
2002 Ryan Beck is obligated to pay Gruntal & Co. LLC up to $350,000 of
forfeitures each year under the Amended and Restated Gruntal & Co. LLC Deferred
Compensation Plan for each of the years in the three year period ended October
26, 2005.

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BankAtlantic Bancorp, Inc.

The following is pro forma information for the three and nine-months ended
September 30, 2002 and 2001 and is presented as if the Gruntal and Community
transactions had been consummated on January 1, 2002 and 2001, respectively.
The pro forma information is not necessarily indicative of the combined
financial position or results of operations which would have been realized had
the transactions been consummated during the period or as of the dates for
which the pro forma financial information is presented.

|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|--------------------------------------------------- |  | -------------------------- | ------ | ------------------ |  | ---------- | ------ | --------- |  | - | ------ |  |  | - | ------- | 
|(in thousands, except for share data)               |  | For the Three Months Ended
|                                                    |  |                           
|                                                    |  | September 30, 2002         |        | September 30, 2001
|                                                    |  |                            |        |                   
|                                                    |  | Historical                 |        | Pro Forma          |  | Historical |        | Pro Forma
|                                                    |  |                            |        |                    |  |            |        |          
|                                                    |  | (As Restated)              |        | (As Restated)      |  |            |        |           |  |   |        | 
|Interest income                                     |  | $                          | 83,505 |                    |  | $          | 83,505 |           |  | $ | 83,079 |  |  | $ | 103,839 | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Interest expense                                    |  |                            | 39,868 |                    |  |            | 39,868 |           |  |   | 45,518 |  |  |   | 56,343  | 
|Provision for loan losses                           |  |                            | 2,082  |                    |  |            | 2,082  |           |  |   | 7,258  |  |  |   | 7,348   | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Net interest income after provision for
loan losses |  |                            | 41,555 |                    |  |            | 41,555 |           |  |   | 30,303 |  |  |   | 40,148  | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Income from operations                              |  | $                          | 14,534 |                    |  | $          | 14,534 |           |  | $ | 5,091  |  |  | $ | 1,022   | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Basic earnings per share from operations            |  | $                          | 0.25   |                    |  | $          | 0.25   |           |  | $ | 0.12   |  |  | $ | 0.02    | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Diluted earnings per share from operations          |  | $                          | 0.23   |                    |  | $          | 0.23   |           |  | $ | 0.11   |  |  | $ | 0.02    | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 

|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|----------------------------------------------------------------- |  | ------------------------- | ------- | ------------------ |  | ---------- | ------- | --------- |  | - | ------- |  |  | - | ------- | 
|                                                                  |  | For the Nine Months Ended
|                                                                  |  |                          
|                                                                  |  | September 30, 2002        |         | September 30, 2001
|                                                                  |  |                           |         |                   
|(in thousands, except for share data)                             |  | Historical                |         | Pro Forma          |  | Historical |         | Pro Forma
|                                                                  |  |                           |         |                    |  |            |         |          
|                                                                  |  | (As Restated)             |         | (As Restated)      |  |            |         |          
|Interest income                                                   |  | $                         | 234,397 |                    |  | $          | 252,859 |           |  | $ | 252,987 |  |  | $ | 317,690 | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Interest expense                                                  |  |                           | 115,023 |                    |  |            | 122,333 |           |  |   | 149,495 |  |  |   | 184,585 | 
|Provision for loan losses                                         |  |                           | 10,786  |                    |  |            | 12,830  |           |  |   | 14,059  |  |  |   | 14,329  | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Net interest income after provision for
loan losses               |  |                           | 108,588 |                    |  |            | 117,696 |           |  |   | 89,433  |  |  |   | 118,776 | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Income before extraordinary item and cumulative
accounting change |  | $                         | 23,627  |                    |  | $          | 20,411  |           |  | $ | 20,521  |  |  | $ | 11,516  | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Basic earnings per share from operations                          |  | $                         | 0.41    |                    |  | $          | 0.35    |           |  | $ | 0.53    |  |  | $ | 0.30    | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Diluted earnings per share from operations                        |  | $                         | 0.38    |                    |  | $          | 0.33    |           |  | $ | 0.44    |  |  | $ | 0.23    | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 

During April 2002, the Company and Levitt Companies ownership in Bluegreen
Corporation (Bluegreen), a New York Stock Exchange-listed company engaged in
the acquisition, development, marketing and sale of primarily drive-to vacation
interval resorts, golf communities and residential land increased from
approximately 5% to 40%. This interest in Bluegreen was acquired for an
aggregate purchase price of approximately $56 million. The Company acquired
approximately 5% of Bluegreen common stock during the first quarter of 2001 and
Levitt Companies acquired approximately 35% of Bluegreen common stock in April
2002. As a consequence of the acquisition of this interest in Bluegreen at
various acquisition dates, it is accounted for as a step acquisition under the
equity method of accounting. In a step acquisition the purchase price
allocation is performed at each acquisition date and goodwill is recognized
with each step purchase. Additionally, prior period financial statements
should be restated to reflect the

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BankAtlantic Bancorp, Inc.

results of applying the equity method of
accounting to the initial acquisition; however, the Company did not restate its
prior year financial statements due to lack of significance. Under the equity method of accounting the investment in
Bluegreen was recorded at cost and the carrying amount of the investment is
adjusted to recognize our 40% interest in the earnings or loss of Bluegreen
after the acquisition date. The Companys carrying amount of its Bluegreen
investment was in the aggregate $2.4 million lower than the Companys ownership
percentage in the underlying equity in the net assets of Bluegreen. This
difference was assigned to various assets and liabilities of Bluegreen and will
be amortized into the statement of operations as an adjustment to income from
equity method investment. The funds for the investment in Bluegreen were
obtained from $29.9 million of borrowings from the Companys existing bank line
of credit, proceeds of its trust preferred securities offering, proceeds from
the sale of equity securities from the Companys portfolio and Levitt
Companies working capital.

5. Impairment of Securities

The Company recognized an impairment charge of $302,000 and $18.5 million
during the three and nine-months ended September 30, 2002, respectively, on
equity securities resulting from significant declines in the value of such
securities that were considered other than temporary due to the financial
condition and near term prospects of the issuers of the equity securities.
Included in the impairment charge for the nine months ended September 30, 2002,
was a $15 million write off of an investment in Seisint Inc., a privately held
technology company. During 1999, the Company entered into a strategic
relationship and invested $10 million in cash and issued 848,364 shares of
Class A common stock to acquire an investment in Seisint, The Company
anticipated benefits through the exchange of ideas and cooperation in the
development by Seisint of technology and support systems for use by financial
institutions. Additionally, both Alan B. Levan and John E. Abdo were directors
of Seisint and each acquired direct and indirect interests in Seisint common
stock. Because Seisint did not meet the objectives of its business plan or its
financial performance goals, the Company performed an evaluation of its
investment in Seisint to determine if there was an other than temporary decline
in value associated with this investment. As a consequence of this evaluation,
the Company wrote off its entire $15 million investment in Seisint during June
2002.

The Company recognized a $5,000 and $700,000 impairment charge associated
with equity securities during the three and nine-month periods ended September
30, 2001. As a result of these losses, the Company has revised its policy for
equity investments to be made by the holding company. Any future equity
investments will be limited to liquid securities and will be subject to
significant concentration restrictions. At September 30, 2002, equity
investments at the holding Company totaled $4.9 million.

6. Trading Securities and Securities Sold Not Yet Purchased

The Ryan Beck gains on trading securities were associated with sales and
trading activities conducted both as principal and as agent on behalf of
individual and institutional investor clients of Ryan Beck. Also included
within trading securities are gains and losses from the changes in value of
mutual funds assets that were acquired in the Gruntal transaction and are
associated with the assumed nonqualified deferred compensation plan.
Transactions as principal involve making markets in securities which are held
in inventory to facilitate sales to and purchases from customers.

Ryan Becks trading securities consisted of the following:

|                  |                              |      |               |         |              |      |           |        |  |   |        |        | 
|----------------- | ---------------------------- | ---- | ------------- | ------- | ------------ | ---- | --------- | ------ |  | - | ------ | ------ | 
|                  |                              |      | September     |         | December 31, |      | September
|(in thousands)    |                              | 2002 |               | 2001    |              | 2001
|                  |                              |      |               |         |              |      |          
|                  |                              |      | (As Restated) |         |              |      |           |        |  |   |       
|Debt obligations: |                              |      |               |         |              |      |           |        |  |   |        |       
|                  | States and municipalities    |      | $             | 111,712 |              |      | $         | 7,593  |  |   | $      | 4,169  | 
|                  | Corporations                 |      |               | 12,637  |              |      |           | 20,989 |  |   |        | 345    | 
|                  | U.S. Government and agencies |      |               | 27,780  |              |      |           | 32,308 |  |   |        | 24,733 | 
|                  | Mutual funds                 |      |               | 12,592  |              |      |           |       |  |   |        |       | 
|                  | Corporate equities           |      |               | 12,074  |              |      |           | 7,406  |  |   |        | 3,777  | 
|                  | Certificates of deposit      |      |               | 1,979   |              |      |           |       |  |   |        |       | 
|                  |                              |      |               |         |              |      |           |        |  |   |        |       
|                  |                              | $    | 178,774       |         |              | $    | 68,296    |        |  | $ | 33,024 |       
|                  |                              |      |               |         |              |      |           |        |  |   |        |       

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BankAtlantic Bancorp, Inc.

Ryan Becks securities sold not yet purchased consisted of the following:

|                             |  |           |        |              |  |           |        |  |  |   |        | 
|---------------------------- |  | --------- | ------ | ------------ |  | --------- | ------ |  |  | - | ------ | 
|                             |  | September |        | December 31, |  | September
|(in thousands)               |  | 2002      |        | 2001         |  | 2001     
|                             |  |           |        |              |  |          
|States and municipalities    |  | $         | 4,164  |              |  | $         |       |  |  | $ | 10,467 | 
|Corporations                 |  |           | 7,450  |              |  |           | 21,305 |  |  |   |       | 
|U.S. Government and agencies |  |           | 9,792  |              |  |           | 15,117 |  |  |   | 9,524  | 
|Corporate equities           |  |           | 4,375  |              |  |           | 1,882  |  |  |   | 447    | 
|Certificates of deposit      |  |           | 7,253  |              |  |           | 127    |  |  |   | 22,835 | 
|                             |  |           |        |              |  |           |        |  |  |   |        | 
|                             |  | $         | 33,034 |              |  | $         | 38,431 |  |  | $ | 43,273 | 
|                             |  |           |        |              |  |           |        |  |  |   |        | 

7. Loans Held for Sale

The Company originated CRA loans for resale through September 2002.
During September 2002, the Company discontinued its practice of selling the CRA
loans it originates, transferred $7.3 million of CRA loans from loans held for
sale to loans held to maturity and realized a $151,000 loss at the transfer
date. The Company now originates CRA loans designated as held to maturity and
also originates CRA loans that are pre-sold to correspondents. During June
2000, the Company discontinued its commercial non-mortgage syndication lending
activities and transferred the entire portfolio to loans held for sale.

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

|                       |                           |   |           |        |              |   |           |        |  |   |        |        | 
|---------------------- | ------------------------- | - | --------- | ------ | ------------ | - | --------- | ------ |  | - | ------ | ------ | 
|                       |                           |   | September |        | December 31, |   | September
|                       |                           |   | 2002      |        | 2001         |   | 2001     
|                       |                           |   |           |        |              |   |          
|Residential            |                           | $ |          |        |              | $ | 4,757     |        |  | $ | 8,272  |       
|Commercial syndication |                           |   | 16,873    |        |              |   | 40,774    |        |  |   | 67,595 |       
|                       |                           |   |           |        |              |   |           |        |  |   |        |       
|                       | Total loans held for sale |   | $         | 16,873 |              |   | $         | 45,531 |  |   | $      | 75,867 | 
|                       |                           |   |           |        |              |   |           |        |  |   |        |       

8. Real Estate Held for Development and Sale and Joint Venture Activities

Real estate held for development and sale and joint venture activities
consisted of the combined activities of Core Communities and Levitt and Sons as
well as Levitt Companies joint venture activities and a joint venture acquired
in connection with the Community Savings acquisition. Core Communities
develops land for master planned communities located in Florida. Levitt and
Sons is a developer of single-family home communities and has participated in
condominium and rental apartment joint ventures mainly in Florida. The
Companys investment and advances to the joint venture development acquired in
connection with the Community Savings acquisition was $21.8 million at
September 30, 2002. This development of single-family homes, condominium units
and duplexes is located on 117 acres of land in Indian River County, Florida.

Real estate held for development and sale and joint ventures consisted of
the following:

|                                     |  |               |         |              |  |               |         |  |  |   |         | 
|------------------------------------ |  | ------------- | ------- | ------------ |  | ------------- | ------- |  |  | - | ------- | 
|                                     |  | September 30, |         | December 31, |  | September 30,
|(In thousands)                       |  | 2002          |         | 2001         |  | 2001         
|                                     |  |               |         |              |  |              
|Land and land development costs      |  | $             | 163,062 |              |  | $             | 114,499 |  |  | $ | 105,847 | 
|Construction costs                   |  |               | 27,040  |              |  |               | 17,949  |  |  |   | 22,902  | 
|Other costs                          |  |               | 9,956   |              |  |               | 9,985   |  |  |   | 8,705   | 
|Equity investments in joint ventures |  |               | 397     |              |  |               | 7,127   |  |  |   | 6,865   | 
|Loans to joint ventures              |  |               | 51,064  |              |  |               | 28,713  |  |  |   | 28,713  | 
|                                     |  |               |         |              |  |               |         |  |  |   |         | 
|                                     |  | $             | 251,519 |              |  | $             | 178,273 |  |  | $ | 173,032 | 
|                                     |  |               |         |              |  |               |         |  |  |   |         | 

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BankAtlantic Bancorp, Inc.

The components of net revenues from sales of real estate were as follows:

|                                                                    |                                      |      |                      |       |                     |      |        |       |  |   |         |        |  |   |        |        | 
|------------------------------------------------------------------- | ------------------------------------ | ---- | -------------------- | ----- | ------------------- | ---- | ------ | ----- |  | - | ------- | ------ |  | - | ------ | ------ | 
|                                                                    |                                      |      | For the Three Months |       | For the Nine Months
|                                                                    |                                      |      | Ended September 30,  |       | Ended September 30,
|                                                                    |                                      |      |                      |       |                    
|(In thousands)                                                      |                                      | 2002 |                      | 2001  |                     | 2002 |        | 2001 
|                                                                    |                                      |      |                      |       |                     |      |        |      
|Sales of real estate                                                |                                      | $    | 40,981               |       |                     | $    | 33,921 |       |  | $ | 125,697 |        |  | $ | 91,875 |       
|Cost of sales                                                       |                                      |      | 32,357               |       |                     |      | 24,088 |       |  |   | 94,568  |        |  |   | 69,897 |       
|                                                                    |                                      |      |                      |       |                     |      |        |       |  |   |         |        |  |   |        |       
|                                                                    | Net revenues on sales of real estate |      |                      | 8,624 |                     |      |        | 9,833 |  |   |         | 31,129 |  |   |        | 21,978 | 
|Revenues on joint venture activities                                |                                      |      | 228                  |       |                     |      | 1,408  |       |  |   | 2,166   |        |  |   | 2,604  |       
|                                                                    |                                      |      |                      |       |                     |      |        |       |  |   |         |        |  |   |        |       
|Net revenues from sales of real
estate
and joint venture activities |                                      | $    | 8,852                |       |                     | $    | 11,241 |       |  | $ | 33,295  |        |  | $ | 24,582 |       
|                                                                    |                                      |      |                      |       |                     |      |        |       |  |   |         |        |  |   |        |       

9. Comprehensive Income

The income tax provision relating to the comprehensive (loss) income
reclassification adjustment in the Consolidated Statements of Stockholders
Equity and Comprehensive Income for the nine-months ended September 30, 2002
and 2001 was $3.1 million and $1.5 million, respectively. Comprehensive
income for the three months ended September 30, 2002 and 2001 was ($1.6)
million and $7.6 million, respectively.

10. Derivatives

The Company adopted Financial Accounting Standards Board Statement No.
133, Accounting for Derivative Instruments and Hedging Activities (FAS 133)
on January 1, 2001. At the adoption date we recognized all derivative
instruments as defined by FAS 133 in the statement of financial position as
either assets or liabilities and measured them at fair value resulting in a
$1.1 million gain associated with the cumulative effect of a change in
accounting principle, net of tax.

The derivatives utilized by the Company during the nine months ended
September 30, 2002 were interest rate swaps. During the nine months ended
September 30, 2002, the Company created fair value hedges by entering into
various interest rate swap contracts with a notional amount of $33 million to
convert $33 million of designated fixed rate time deposits to a three-month
LIBOR interest rate.

During the year ended December 31, 2000, the Company entered into forward
contracts to purchase the underlying collateral from a government agency pool
of securities in May 2005. Included in securities gains in the Statement of
Operations for the three and nine months ended September 30, 2002 were $14,000
and $41,000 of unrealized losses associated with the forward contracts compared
to unrealized gains of $6,600 and $62,000 during the same 2001 periods.

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BankAtlantic Bancorp, Inc.

The following table outlines the notional amount and fair value of the
Companys derivatives outstanding at September 30, 2002:

|                                                       |  |          |        |            |  |        |        |             |  |                        |      |             |      |             |  |  |            |  |  | 
|------------------------------------------------------ |  | -------- | ------ | ---------- |  | ------ | ------ | ----------- |  | ---------------------- | ---- | ----------- | ---- | ----------- |  |  | ---------- |  |  | 
|                                                       |  |          |        |            |  |        |        |             |  | Paying                 |      | Receiving   |      |             |  | 
|                                                       |  | Notional |        |            |  |        |        | Index/Fixed |  | Index/Fixed            |      | Termination
|(In thousands)                                         |  | Amount   |        | Fair Value |  | Amount |        | Amount      |  | Date                  
|                                                       |  |          |        |            |  |        |        |             |  |                       
|Fifteen year callable receive fixed swaps              |  | $        | 10,000 |            |  | $      | 222    |             |  | 3 mo. LIBOR less 10bps |      |             | 6.15 | %           |  |  | 11/13/2016 | 
|Ten year callable receive fixed swaps                  |  |          | 30,000 |            |  |        | 685    |             |  | 3 mo. LIBOR less 11bps |      |             | 6.03 | %           |  |  | 12/20/2011 | 
|Ten year callable receive fixed swaps                  |  |          | 20,000 |            |  |        | 357    |             |  | 3 mo. LIBOR less 11bps |      |             | 6.08 | %           |  |  | 2/14/2012  | 
|Seven and a half year
Callable receive fixed swaps     |  |          | 13,000 |            |  |        | 211    |             |  | 3 mo. LIBOR less 11bps |      |             | 5.60 | %           |  |  | 9/19/2009  | 
|Five year pay fixed swaps                              |  |          | 25,000 |            |  |        | (2,429 | )           |  |                        | 5.73 | %           |      | 3 mo. LIBOR |  |  | 1/5/2006   | 
|Three year pay fixed swaps                             |  | $        | 50,000 |            |  | $      | (2,453 | )           |  |                        | 5.81 | %           |      | 3 mo. LIBOR |  |  | 12/28/2003 | 
|                                                       |  |          |        |            |  |        |        |             |  |                        |      |             |      |             |  |  |            |  |  | 
|Forward contract to purchase
Adjustable rate mortgages |  | $        | 54,718 |            |  | $      | 84     |             |  |                        |      |             |      |             |  |  |            |  |  | 
|                                                       |  |          |        |            |  |        |        |             |  |                        |      |             |      |             |  |  |            |  |  | 

The net amount of existing losses on the swaps included in other
liabilities that are projected to be reclassified into earnings within the next
12 months is $527,534. The hedging relationships are expected to last over the
term of the swaps.

11. Restructuring charge and impairment write-down

During June 2002, we adopted a plan to discontinue certain ATM
relationships, resulting in an $801,000 restructuring charge and a $206,000
impairment write-down. These relationships were primarily with convenience
stores and gas stations and did not currently meet our performance expectations
and were unlikely to meet our future profitability goals. The remaining ATM
machines (approximately 150 machines) are primarily located in our branch
network, cruise ships and other remote locations. The restructuring plan is
scheduled to be completed during the fourth quarter of 2002.

Restructuring charges at September 30, 2002 included in other liabilities
consisted of (in thousands)

|                                 |                            |         |     |               |  |         |      |      |   |   |     |     | 
|-------------------------------- | -------------------------- | ------- | --- | ------------- |  | ------- | ---- | ---- | - | - | --- | --- | 
|(in thousands)                   |                            | Initial |     | Amount paid   |  | Ending 
|Type of restructuring charge     |                            | Amount  |     | during period |  | Balance
|                                 |                            |         |     |               |  |        
|Lease contract termination costs |                            | $       | 664 |               |  | $       | (138 | )    |   | $ | 526 |    
|De-installation costs            |                            |         | 87  |               |  |         | (7   | )    |   |   | 80  |    
|Other                            |                            |         | 50  |               |  |         |     |      |   |   | 50  |    
|                                 |                            |         |     |               |  |         |      |      |   |   |     |    
|                                 | Total restructuring charge |         | $   | 801           |  |         | $    | (145 | ) |   | $   | 656 | 
|                                 |                            |         |     |               |  |         |      |      |   |   |     |    

12. Transitional Goodwill Impairment Evaluation

In connection with the transitional goodwill impairment evaluation
required under FASB Statement 142, the Company performed an assessment of
whether there was an indication that goodwill was impaired as of January 1,
2002, the date of adoption. During the six months ended June 30, 2002, the
Company identified its reporting units and determined the carrying value of
each of its reporting units by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. The Company then determined the fair value of each reporting
unit and compared it to the reporting units carrying amount. If the fair
value of the reportable unit exceeded the carrying amount, no further
evaluation was performed, and the goodwill in the reporting unit was determined
not to be impaired. The fair values of all reporting units, except for the
Ryan Beck reportable segment, exceeded their respective carrying amounts at
the adoption date. For the Ryan Beck reportable segment, an independent
appraiser was engaged to determine the fair value of the Ryan Beck operating
segments in order for the Company to measure the impairment amount. Based on
the appraisers evaluation, a $15.1 million impairment loss (net of a $1.2
million tax benefit) was recorded effective as of January 1, 2002 as a
cumulative effect of a change in accounting principle. As required under FASB
142, this non-cash charge was recognized during the first quarter of 2002 and
had no effect upon third quarter earnings or on any period subsequent to the
first quarter, and had no effect on operating net income or tangible capital
ratios. Operating net

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BankAtlantic Bancorp, Inc.

income is defined as GAAP net income adjusted for goodwill amortization,
goodwill impairment and any non-recurring activities.

13. 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. Management reports our results of
operations through six reportable segments. Bank Investments, Commercial
Banking, and Community Banking are our Bank Operation segments, which are
conducted through BankAtlantic. The remaining reportable segments consist of
the activities of Levitt Companies and its subsidiaries, Ryan Beck & Co. and
its subsidiaries and the parent company.The parent company includes the
operations of BankAtlantic Bancorp as well as acquisition related expenses such
as goodwill amortization and retention pool compensation expense related to the
acquisition of Ryan Beck in 1998. Interest expense and certain revenue and
expense items are allocated to the three Bank Operation reportable segments as
interest expense and overhead. The presentation and allocation of interest
expense and overhead and the net income calculated under the management
approach associated with the Bank Operation reportable segments and the parent
company may not reflect the actual economic costs, contribution or results of
operations of the unit as a stand alone business. If a different basis of
allocation were utilized, the relative contributions of the segments might
differ but the relative trends in the segments would, in managements view,
likely not be impacted.

The following summarizes the aggregation of the Companys operating segments
into reportable segments:

|                   |  |                                                                                                                          
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------
|Reportable Segment |  | Operating Segments Aggregated                                                                                            
|                   |  |                                                                                                                          
|Bank Investments   |  | Investments, tax certificates, residential
loans purchased, CRA lending and real estate capital services                 
|Commercial Banking |  | Commercial lending, syndications, international,
lease finance, trade finance and a real estate joint venture
development
|Community Banking  |  | Indirect and direct consumer lending, small business
lending and ATM operations                                          
|Levitt Companies   |  | Real estate and joint venture operations                                                                                 
|Ryan Beck          |  | Investment banking and brokerage operations                                                                              
|Parent Company     |  | BankAtlantic Bancorps operations, costs of
acquisitions, financing of acquisitions, and equity investments              

The accounting policies of the segments are generally the same as those
described in the summary of significant accounting policies. Intersegment
transactions consist of borrowings by real estate operations and investment
banking operations which are recorded based upon the terms of the underlying
loan agreements and are eliminated. The elimination entries consist of the
intercompany loan interest income and interest expense, management fees,
consulting fees, facilities rent and brokerage commission.

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##### Table of Contents



BankAtlantic Bancorp, Inc.

The Company evaluates segment performance based on net income after tax.
The table below is segment information for income before extraordinary item and
cumulative effect of a change in accounting principle for the three months
ended September 30, 2002 and 2001:

|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|--------------------------------------- |  | ---------- | --------- | --------- |  | ---------- | ------- | ------- |  | ------------- | ------- | ----------- |  | ------------ | ------- | - |  | - | ------- | ------------- |  | - | --------- | -
|                                        |  | Bank       |           | Levitt    |  |            |         |         |  | Parent        |         | Elimination |  | Consolidated
|(in thousands)                          |  | Operations |           | Companies |  | Ryan, Beck |         | Company |  | Entries       |         | Total      
|                                        |  |            |           |           |  |            |         |         |  |               |         |            
|                                        |  |            |           |           |  |            |         |         |  | (As Restated) |         |             |  |              |         |   |  |   |         | (As Restated)
|2002                                    |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|Interest income                         |  | $          | 79,244    |           |  | $          | 221     |         |  | $             | 4,452   |             |  | $            | 479     |   |  | $ | (891    | )             |  | $ | 83,505    |  
|Interest expense                        |  |            | (34,547   | )         |  |            | (70     | )       |  |               | (807    | )           |  |              | (4,790  | ) |  |   | 346     |               |  |   | (39,868   | )
|Provision for loan losses               |  |            | (2,082    | )         |  |            |        |         |  |               |        |             |  |              |        |   |  |   |        |               |  |   | (2,082    | )
|Non-interest income                     |  |            | 13,309    |           |  |            | 9,754   |         |  |               | 51,654  |             |  |              | 483     |   |  |   | 414     |               |  |   | 75,614    |  
|Non-interest expense                    |  |            | (34,288   | )         |  |            | (7,069  | )       |  |               | (55,179 | )           |  |              | (162    | ) |  |   | 131     |               |  |   | (96,567   | )
|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|Segment profits and losses
before taxes |  |            | 21,636    |           |  |            | 2,836   |         |  |               | 120     |             |  |              | (3,990  | ) |  |   |        |               |  |   | 20,602    |  
|Provision for income taxes              |  |            | 7,503     |           |  |            | 336     |         |  |               | (435    | )           |  |              | (1,336  | ) |  |   |        |               |  |   | 6,068     |  
|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|Segment net income (loss)               |  | $          | 14,133    |           |  | $          | 2,500   |         |  | $             | 555     |             |  | $            | (2,654  | ) |  | $ |        |               |  | $ | 14,534    |  
|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|Segment average assets                  |  | $          | 4,961,717 |           |  | $          | 283,637 |         |  | $             | 219,933 |             |  | $            | 101,358 |   |  | $ | 229,993 |               |  | $ | 5,796,638 |  
|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|2001                                    |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|Interest income                         |  | $          | 82,322    |           |  | $          | 810     |         |  | $             | 541     |             |  | $            | 119     |   |  | $ | (713    | )             |  | $ | 83,079    |  
|Interest expense                        |  |            | (41,709   | )         |  |            | (17     | )       |  |               | (136    | )           |  |              | (4,358  | ) |  |   | 702     |               |  |   | (45,518   | )
|Provision for loan losses               |  |            | (7,258    | )         |  |            |        |         |  |               |        |             |  |              |        |   |  |   |        |               |  |   | (7,258    | )
|Non-interest income                     |  |            | 9,511     |           |  |            | 10,618  |         |  |               | 11,141  |             |  |              | 2,985   |   |  |   | (62     | )             |  |   | 34,193    |  
|Non-interest expense                    |  |            | (27,196   | )         |  |            | (5,587  | )       |  |               | (10,990 | )           |  |              | (8,628  | ) |  |   | 73      |               |  |   | (52,328   | )
|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|Segment profits and losses
before taxes |  |            | 15,670    |           |  |            | 5,824   |         |  |               | 556     |             |  |              | (9,882  | ) |  |   |        |               |  |   | 12,168    |  
|Provision for income taxes              |  |            | 5,895     |           |  |            | 2,119   |         |  |               | 203     |             |  |              | (1,140  | ) |  |   |        |               |  |   | 7,077     |  
|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|Segment net income (loss)               |  | $          | 9,775     |           |  | $          | 3,705   |         |  | $             | 353     |             |  | $            | (8,742  | ) |  | $ |        |               |  | $ | 5,091     |  
|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  
|Segment average assets                  |  | $          | 4,284,499 |           |  | $          | 173,086 |         |  | $             | 64,379  |             |  | $            | 113,070 |   |  | $ | 67,590  |               |  | $ | 4,702,624 |  
|                                        |  |            |           |           |  |            |         |         |  |               |         |             |  |              |         |   |  |   |         |               |  |   |           |  

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##### Table of Contents



BankAtlantic Bancorp, Inc.

The table below is segment information for income before extraordinary
item and cumulative effect of a change in accounting principle for the nine
months ended September 30, 2002 and 2001:

|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|--------------------------------------- |  | ---------- | --------- | --------- |  | ---------- | ------- | ------- |  | ------------- | -------- | ----------- |  | ------------ | ------- | - |  | - | ------ | ------------- |  | - | --------- | -
|                                        |  | Bank       |           | Levitt    |  |            |         |         |  | Parent        |          | Elimination |  | Consolidated
|(in thousands)                          |  | Operations |           | Companies |  | Ryan, Beck |         | Company |  | Entries       |          | Total      
|                                        |  |            |           |           |  |            |         |         |  |               |          |            
|                                        |  |            |           |           |  |            |         |         |  | (As Restated) |          |             |  |              |         |   |  |   |        | (As Restated)
|2002                                    |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|Interest income                         |  | $          | 225,969   |           |  |            | 1,020   |         |  |               | 8,623    |             |  |              | 1,243   |   |  |   | (2,458 | )             |  | $ | 234,397   |  
|Interest expense                        |  |            | (101,531  | )         |  |            | (383    | )       |  |               | (1,828   | )           |  |              | (12,634 | ) |  |   | 1,353  |               |  |   | (115,023  | )
|Provision for loan losses               |  |            | (10,786   | )         |  |            |        |         |  |               |         |             |  |              |        |   |  |   |        |               |  |   | (10,786   | )
|Non-interest income                     |  |            | 36,224    |           |  |            | 35,278  |         |  |               | 104,882  |             |  |              | (13,953 | ) |  |   | 409    |               |  |   | 162,840   |  
|Non-interest expense                    |  |            | (98,909   | )         |  |            | (20,986 | )       |  |               | (115,741 | )           |  |              | (3,924  | ) |  |   | 696    |               |  |   | (238,864  | )
|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|Segment profits and losses
before taxes |  |            | 50,967    |           |  |            | 14,929  |         |  |               | (4,064   | )           |  |              | (29,268 | ) |  |   |       |               |  |   | 32,564    |  
|Provision for income taxes              |  |            | 17,711    |           |  |            | 3,675   |         |  |               | (2,204   | )           |  |              | (10,245 | ) |  |   |       |               |  |   | 8,937     |  
|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|Segment net income (loss)               |  | $          | 33,256    |           |  | $          | 11,254  |         |  | $             | (1,860   | )           |  | $            | (19,023 | ) |  | $ |       |               |  | $ | 23,627    |  
|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|Segment average assets                  |  | $          | 4,757,134 |           |  | $          | 254,231 |         |  | $             | 179,363  |             |  | $            | 104,768 |   |  | $ | 77,419 |               |  | $ | 5,372,915 |  
|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|2001                                    |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|Interest income                         |  | $          | 252,031   |           |  | $          | 1,605   |         |  | $             | 1,697    |             |  | $            | 195     |   |  | $ | (2,541 | )             |  | $ | 252,987   |  
|Interest expense                        |  |            | (135,713  | )         |  |            | (167    | )       |  |               | (445     | )           |  |              | (15,077 | ) |  |   | 1,907  |               |  |   | (149,495  | )
|Provision for loan losses               |  |            | (14,059   | )         |  |            |        |         |  |               |         |             |  |              |        |   |  |   |       |               |  |   | (14,059   | )
|Non-interest income                     |  |            | 27,635    |           |  |            | 24,788  |         |  |               | 30,612   |             |  |              | 3,778   |   |  |   | 536    |               |  |   | 87,349    |  
|Non-interest expense                    |  |            | (78,110   | )         |  |            | (16,773 | )       |  |               | (34,061  | )           |  |              | (11,500 | ) |  |   | 98     |               |  |   | (140,346  | )
|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|Segment profits and losses
before taxes |  |            | 51,784    |           |  |            | 9,453   |         |  |               | (2,197   | )           |  |              | (22,604 | ) |  |   |       |               |  |   | 36,436    |  
|Provision for income taxes              |  |            | 19,322    |           |  |            | 2,963   |         |  |               | (777     | )           |  |              | (5,593  | ) |  |   |       |               |  |   | 15,915    |  
|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|Segment net income (loss)               |  | $          | 32,462    |           |  | $          | 6,490   |         |  | $             | (1,420   | )           |  | $            | (17,011 | ) |  | $ |       |               |  | $ | 20,521    |  
|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  
|Segment average assets                  |  | $          | 4,290,892 |           |  | $          | 168,502 |         |  | $             | 66,836   |             |  | $            | 102,944 |   |  | $ | 85,664 |               |  | $ | 4,714,838 |  
|                                        |  |            |           |           |  |            |         |         |  |               |          |             |  |              |         |   |  |   |        |               |  |   |           |  

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##### Table of Contents



BankAtlantic Bancorp, Inc.

Bank Operation consists of three reportable segments. The table
below is segment information for income before extraordinary item and
cumulative effect of a change in accounting principle for the three and
nine months ended September 30, 2002 and 2001 associated with the three
bank operations reportable segments:

|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|--------------------------------------- |  | -------------------------- | --------- | ------------------------- |  | --------- | --------- | -------- |  | ----------- | ------- | ---------- |  | --------- | --------- | -------- |  |  | --------- | - |  |  | --------- | - |  |  | ------- | - |  |  | --------- | -
|                                        |  | For the Three Months Ended |           | For the Nine Months Ended
|                                        |  | Bank Operations            |           | Bank Operations          
|                                        |  |                            |           |                          
|                                        |  | Bank                       |           | Commercial                |  | Community |           | Bank Ops |  | Bank        |         | Commercial |  | Community |           | Bank Ops
|(in thousands)                          |  | Investments                |           | Banking                   |  | Banking   |           | Total    |  | Investments |         | Banking    |  | Banking   |           | Total   
|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |         
|2002                                    |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|Interest income                         |  | $                          | 43,915    |                           |  |           | 28,493    |          |  |             | 6,836   |            |  |           | 79,244    |          |  |  | 127,793   |   |  |  | 79,330    |   |  |  | 18,846  |   |  |  | 225,969   |  
|Interest expense and
overhead           |  |                            | (29,890   | )                         |  |           | (16,099   | )        |  |             | (4,053  | )          |  |           | (50,042   | )        |  |  | (88,252   | ) |  |  | (45,844   | ) |  |  | (11,232 | ) |  |  | (145,328  | )
|Provision for loan losses               |  |                            | 168       |                           |  |           | (1,059    | )        |  |             | (1,191  | )          |  |           | (2,082    | )        |  |  | 27        |   |  |  | (9,207    | ) |  |  | (1,606  | ) |  |  | (10,786   | )
|Direct non-interest income              |  |                            | 1,803     |                           |  |           | 505       |          |  |             | 2,521   |            |  |           | 4,829     |          |  |  | 5,092     |   |  |  | 1,885     |   |  |  | 7,248   |   |  |  | 14,225    |  
|Direct non-interest expense             |  |                            | (1,583    | )                         |  |           | (4,224    | )        |  |             | (4,506  | )          |  |           | (10,313   | )        |  |  | (7,907    | ) |  |  | (10,194   | ) |  |  | (15,012 | ) |  |  | (33,113   | )
|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|Segment profits and losses
before taxes |  |                            | 14,413    |                           |  |           | 7,616     |          |  |             | (393    | )          |  |           | 21,636    |          |  |  | 36,753    |   |  |  | 15,970    |   |  |  | (1,756  | ) |  |  | 50,967    |  
|Provision for income taxes              |  |                            | 4,998     |                           |  |           | 2,641     |          |  |             | (136    | )          |  |           | 7,503     |          |  |  | 12,887    |   |  |  | 5,345     |   |  |  | (521    | ) |  |  | 17,711    |  
|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|Segment net income (loss)               |  | $                          | 9,415     |                           |  |           | 4,975     |          |  |             | (257    | )          |  |           | 14,133    |          |  |  | 23,866    |   |  |  | 10,625    |   |  |  | (1,235  | ) |  |  | 33,256    |  
|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|Segment average assets                  |  | $                          | 2,801,826 |                           |  |           | 1,725,521 |          |  |             | 434,370 |            |  |           | 4,961,717 |          |  |  | 2,708,604 |   |  |  | 1,645,518 |   |  |  | 403,012 |   |  |  | 4,757,134 |  
|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|2001                                    |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|Interest income                         |  | $                          | 44,971    |                           |  |           | 30,787    |          |  |             | 6,564   |            |  |           | 82,322    |          |  |  | 137,914   |   |  |  | 92,940    |   |  |  | 21,177  |   |  |  | 252,031   |  
|Interest expense and
overhead           |  |                            | (34,147   | )                         |  |           | (17,660   | )        |  |             | (4,119  | )          |  |           | (55,926   | )        |  |  | (105,479  | ) |  |  | (54,554   | ) |  |  | (13,046 | ) |  |  | (173,079  | )
|Provision for loan losses               |  |                            | 168       |                           |  |           | (11,590   | )        |  |             | 4,164   |            |  |           | (7,258    | )        |  |  | 48        |   |  |  | (21,240   | ) |  |  | 7,133   |   |  |  | (14,059   | )
|Direct non-interest income              |  |                            | 71        |                           |  |           | 626       |          |  |             | 3,247   |            |  |           | 3,944     |          |  |  | 782       |   |  |  | 2,221     |   |  |  | 8,872   |   |  |  | 11,875    |  
|Direct non-interest expense             |  |                            | (1,161    | )                         |  |           | (1,617    | )        |  |             | (4,634  | )          |  |           | (7,412    | )        |  |  | (4,727    | ) |  |  | (4,620    | ) |  |  | (15,637 | ) |  |  | (24,984   | )
|Segment profits and losses
before taxes |  |                            | 9,902     |                           |  |           | 546       |          |  |             | 5,222   |            |  |           | 15,670    |          |  |  | 28,538    |   |  |  | 14,747    |   |  |  | 8,499   |   |  |  | 51,784    |  
|Provision for income taxes              |  |                            | 3,726     |                           |  |           | 205       |          |  |             | 1,964   |            |  |           | 5,895     |          |  |  | 10,649    |   |  |  | 5,492     |   |  |  | 3,181   |   |  |  | 19,322    |  
|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|Segment net income (loss)               |  | $                          | 6,176     |                           |  |           | 341       |          |  |             | 3,258   |            |  |           | 9,775     |          |  |  | 17,889    |   |  |  | 9,255     |   |  |  | 5,318   |   |  |  | 32,462    |  
|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  
|Segment average assets                  |  | $                          | 2,568,439 |                           |  |           | 1,390,635 |          |  |             | 325,425 |            |  |           | 4,284,499 |          |  |  | 2,596,268 |   |  |  | 1,349,766 |   |  |  | 344,858 |   |  |  | 4,290,892 |  
|                                        |  |                            |           |                           |  |           |           |          |  |             |         |            |  |           |           |          |  |  |           |   |  |  |           |   |  |  |         |   |  |  |           |  

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##### Table of Contents



BankAtlantic Bancorp, Inc.14. New Accounting Pronouncements

In June 2002, the FASB issued Statement No. 146 (Accounting for Costs
Associated with Exit or Disposal Activities.) This Statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. Prior to this Statement, a liability was
recognized when the entity committed to an exit plan. Management believes
that this Statement will not have a material impact on the Companys financial
statements; however, the Statement will result in a change in accounting policy
associated with the recognition of liabilities in connection with future
restructuring charges.

In October 2002, the FASB issued Statement No. 147 (Acquisitions of
Certain Financial Institutions.) This Statement provides guidance on the
accounting for the acquisition of a financial institution and applies to all
acquisitions except those between two or more mutual enterprises. This
Statement provides that the excess of the fair value of liabilities assumed
over the fair value of tangible and identifiable intangible assets acquired in
a business combination represents goodwill that should be accounted for under
FASB Statement No. 142, Goodwill and Other Intangible Assets. Thus, the
specialized accounting guidance in paragraph 5 of FASB Statement No. 72,
Accounting for Certain Acquisitions of Banking or Thrift Institutions, will not
apply after September 30, 2002. If certain criteria in Statement 147 are met,
the amount of the unidentifiable intangible asset recorded in previous
acquisition will be reclassified to goodwill upon adoption of this Statement.
The Statement will not affect the Companys prior acquisitions and management
believes that this Statement will not have an impact on the Companys
historical financial statements.

15. Subsequent Events

In October 2002, BankAtlantic issued $22 million of its floating rate
subordinated debentures due 2012. The Subordinated Debentures pay interest
quarterly at a floating rate equal to 3-month LIBOR plus 345 basis points and
are redeemable after October 2007 at a redemption price based upon then
prevailing market interest rates. The net proceeds will be used by
BankAtlantic for general corporate purposes to support asset growth. The
Subordinated Debentures were issued by BankAtlantic in a private transaction as
part of a larger pooled securities offering. The Subordinated Debentures
currently qualify for inclusion in BankAtlantics total risk based capital.

In November 2002, the Company redeemed $43.7 million of its 9.5%
cumulative trust preferred securities at par plus accrued and unpaid
distributions through the redemption date. The funds for the redemption of the
trust preferred securities were obtained from the issuance of $35 million of
LIBOR based trust preferred securities and additional revolving line of credit
borrowings. The redemption of the trust preferred securities resulted in a
$1.2 million loss associated with the write-off of deferred offering costs.

16. Reclassifications

Certain amounts for prior periods have been reclassified to conform with
the statement presentation for 2002.

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BankAtlantic Bancorp, Inc.

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. (the Company, which may also be referred to as we, us, or our) and
its wholly owned subsidiaries for the three and nine months ended September 30,
2002 and 2001, respectively. The principal assets of the Company consist of
its ownership of these subsidiaries which include BankAtlantic, Levitt
Companies, LLC (Levitt Companies), a real estate development company, and
Ryan Beck & Co. (Ryan Beck), an investment banking firm.

Except for historical information contained herein, the matters discussed
in this report 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
report and in the 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, the 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; the effects of, and changes in, trade, monetary and
fiscal policies and laws, including but not limited to interest rate policies
of the Board of Governors of the Federal Reserve System; adverse conditions in
the stock market, the public debt market and other capital markets, including
volatile trading markets, fluctuations in the volume of market activity and the
level and volatility of interest rates and equity prices, as well as the
impact of such conditions on our assets and activities; the impact of changes
in financial services laws and regulations (including laws concerning taxes,
banking, securities and insurance); technological changes; the impact of
changes in accounting policies by the Securities and Exchange Commission; the
impact of periodic testing of goodwill and other intangible assets for
impairment; and with respect to the operations of Levitt Companies and its real
estate subsidiaries: the market for real estate generally and in the areas
where Levitt Companies has developments, the availability and price of land
suitable for development, materials prices, labor costs, interest rates,
environmental factors and governmental regulations; and the Companys success
at managing the risks involved in the foregoing. Further, this report contains
forward-looking statements with respect to recent acquisitions, each of which
are subject to risks and uncertainties, including the risk that the
acquisitions could involve additional costs or that the future financial and
operating performance of these acquisitions will not be advantageous. In
addition to the risks and factors identified above, reference is also made to
other risks and factors detailed in reports filed by the Company with the
Securities and Exchange Commission (SEC). The Company cautions that the
foregoing factors are not exclusive.

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BankAtlantic Bancorp, Inc.

Critical Accounting Policies

Management views critical accounting policies as accounting policies that
are important to the understanding of our financial statements which also
involve estimates and judgments about inherently uncertain matters. We have
identified six accounting policies that management views as critical to the
portrayal of our financial condition and results of operations. The six
accounting policies are: (i) allowance for loan and lease losses, (ii)
valuation of securities and derivative instruments, (iii) other than temporary
declines in fair value, (iv) impairment of long lived assets (v) real estate
held for development and sale and joint venture activities and (vi) accounting
for business combinations. The first five critical accounting policies appear
in the Companys annual report on Form 10-K for the year ended December 31,
2001.

Accounting for Business Combinations- The Company accounts for its business
combinations such as the Community acquisition and the Gruntal transaction
based on the purchase method of accounting. The Company accounts for its
unconsolidated equity investments such as the investment in Bluegreen under the
equity method of accounting. The purchase method of accounting requires us to
fair value the tangible net assets and identifiable intangible assets acquired.
The equity method of accounting requires us to fair value our pro-rata
ownership interest in the net assets and identifiable intangible assets of the
acquired interest in the unconsolidated subsidiary. The fair values are based
on available information and current economic conditions at the date of
acquisition. The fair values may be obtained from independent appraisers,
discounted cash flow present value techniques, management valuation models,
quoted prices on national markets or quoted market prices from brokers. These
fair values estimates will affect future earnings through the disposition or
amortization of the underlying assets and liabilities. While management
believes the sources utilized to arrive at the fair value estimates are
reliable, different sources or methods could have yielded different fair value
estimates. Such different fair value estimates could affect future earnings
through different values being utilized for the disposition or amortization of
the underlying assets and liabilities acquired.

Consolidated Results of Operations

|                                                                                                         |  |                      |        |                     |  |      |        |               |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | -------------------- | ------ | ------------------- |  | ---- | ------ | ------------- |  | - | ------- | - |  | - | ------- | -
|                                                                                                         |  | For the Three Months |        | For the Nine Months
|                                                                                                         |  | Ended September 30,  |        | Ended September 30,
|                                                                                                         |  |                      |        |                    
|(In thousands)                                                                                           |  | 2002                 |        | 2001                |  | 2002 |        | 2001         
|                                                                                                         |  |                      |        |                     |  |      |        |              
|                                                                                                         |  | (As Restated)        |        |                     |  |      |        | (As Restated) |  |   |         |  
|                                                                                                         |  |                      |        |                     |  |      |        |               |  |   |         |  
|Net interest income                                                                                      |  | $                    | 43,637 |                     |  | $    | 37,561 |               |  | $ | 119,374 |   |  | $ | 103,492 |  
|Provision for loan losses                                                                                |  |                      | 2,082  |                     |  |      | 7,258  |               |  |   | 10,786  |   |  |   | 14,059  |  
|Securities gains                                                                                         |  |                      | 2,483  |                     |  |      | 2,241  |               |  |   | 8,605   |   |  |   | 4,292   |  
|Impairment of securities                                                                                 |  |                      | (302   | )                   |  |      | (5     | )             |  |   | (18,459 | ) |  |   | (700    | )
|Other non-interest income                                                                                |  |                      | 73,433 |                     |  |      | 31,957 |               |  |   | 172,694 |   |  |   | 83,757  |  
|Non-interest expense                                                                                     |  |                      | 96,567 |                     |  |      | 52,328 |               |  |   | 238,864 |   |  |   | 140,346 |  
|                                                                                                         |  |                      |        |                     |  |      |        |               |  |   |         |   |  |   |         |  
|Income before income taxes, extraordinary item and
cumulative effect of a change in accounting principle |  |                      | 20,602 |                     |  |      | 12,168 |               |  |   | 32,564  |   |  |   | 36,436  |  
|Provision for income taxes                                                                               |  |                      | 6,068  |                     |  |      | 7,077  |               |  |   | 8,937   |   |  |   | 15,915  |  
|                                                                                                         |  |                      |        |                     |  |      |        |               |  |   |         |   |  |   |         |  
|Income before extraordinary item and cumulative
effect of a change in accounting principle               |  |                      | 14,534 |                     |  |      | 5,091  |               |  |   | 23,627  |   |  |   | 20,521  |  
|Extraordinary item, net of tax                                                                           |  |                      | (61    | )                   |  |      |       |               |  |   | 23,749  |   |  |   |        |  
|Cumulative effect of a change in accounting
principle, net of tax                                        |  |                      |       |                     |  |      |       |               |  |   | (15,107 | ) |  |   | 1,138   |  
|                                                                                                         |  |                      |        |                     |  |      |        |               |  |   |         |   |  |   |         |  
|Net income                                                                                               |  | $                    | 14,473 |                     |  | $    | 5,091  |               |  | $ | 32,269  |   |  | $ | 21,659  |  
|                                                                                                         |  |                      |        |                     |  |      |        |               |  |   |         |   |  |   |         |  
|Reconciliation of Net Income to Operating Net Income                                                     |  |                      |        |                     |  |      |        |               |  |   |         |   |  |   |         |  
|Net income                                                                                               |  | $                    | 14,473 |                     |  | $    | 5,091  |               |  | $ | 32,269  |   |  | $ | 21,659  |  
|Amortization of goodwill                                                                                 |  |                      |       |                     |  |      | 1,041  |               |  |   |        |   |  |   | 3,115   |  
|Loss on mutual funds associated with acquired Gruntal
deferred compensation plan                         |  |                      | 1,493  |                     |  |      |       |               |  |   | 1,493   |   |  |   |        |  
|Restructuring charges and impairment write-downs                                                         |  |                      |       |                     |  |      | 6,976  |               |  |   | 655     |   |  |   | 6,836   |  
|Write-off of deferred offering costs                                                                     |  |                      |       |                     |  |      | 253    |               |  |   |        |   |  |   | 253     |  
|Acquisition and conversion related charges                                                               |  |                      | (487   | )                   |  |      |       |               |  |   | 4,551   |   |  |   |        |  
|Impairment of securities                                                                                 |  |                      | 196    |                     |  |      | 3      |               |  |   | 11,998  |   |  |   | 455     |  
|Extraordinary item, net of tax and cumulative effect
of a change
in accounting principle, net of tax     |  |                      | 61     |                     |  |      |       |               |  |   | (8,642  | ) |  |   | (1,138  | )
|                                                                                                         |  |                      |        |                     |  |      |        |               |  |   |         |   |  |   |         |  
|Operating net income                                                                                     |  | $                    | 15,736 |                     |  | $    | 13,364 |               |  | $ | 42,324  |   |  | $ | 31,180  |  
|                                                                                                         |  |                      |        |                     |  |      |        |               |  |   |         |   |  |   |         |  

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BankAtlantic Bancorp, Inc.

For the Three Months Ended September 30, 2002 Compared to the Same 2001 Period:

Net income increased by 184% from 2001. The substantial increase in net
income primarily resulted from a large increase in net interest income, an
improvement in the provision for loan losses, additional banking operations
service charge income, higher Ryan Beck investment banking income and a
reduction in the Companys deferred tax valuation allowance. The above
improvements in net income were partially offset by an increase in employee
compensation, higher occupancy costs, lower gains on the sales of assets and
increased Ryan Beck communication and clearing fees.

The increase in net interest income primarily resulted from earning asset
growth as a consequence of the Community acquisition and the origination and
purchase of real estate loans. The decline in the provision for loan losses
reflects lower charge-offs during the current quarter compared to the same 2001
period, along with declining portfolio balances associated with our
discontinued lines of business. The increase in other non-interest income
primarily resulted from higher investment banking income and higher bank
operations service charge income. The increase in investment banking income
resulted from growth associated primarily with the Gruntal transaction, and the
improvement in bank operations service charge income reflects a significant
increase in transaction accounts associated with BankAtlantics high
performance checking product and its seven-day banking initiative. The
improvements in non-interest income were partially offset by a $3.3 million
loss in value on mutual funds that are held in connection with a nonqualified
deferred compensation plan assumed in connection with the Gruntal transaction.
The increase in non-interest expense was primarily related to higher Ryan Beck
compensation expense associated with the Gruntal transaction and higher banking
operation compensation, occupancy and advertising expense associated with the
Community acquisition and the implementation of the seven day banking
initiative. Additionally, Ryan Beck communication and clearing fee expenses
increased substantially due to the Gruntal transaction. The decrease in the
provision for income taxes during the current quarter reflects a 787,000
reduction in the deferred tax valuation allowance resulting primarily from the
utilization of tax benefits from real estate sales at Core Communities and a
$525,000 tax benefit realized upon the conversion of Ryan Beck from a limited
liability company to a corporation. Additionally, the Company acquired, as
part of the Community transaction, low-income housing tax credit investments
which reduced the Companys tax liability by $140,000 during the 2002 quarter.

The non-recurring items that affected net income during the current
quarter were the sale of mutual funds to fund distributions under a plan
assumed in connection with the Gruntal transaction, adjustments of acquisition
related charges, an impairment write-down of equity securities due to an other
than temporary decline in value and an adjustment to the extraordinary gain
associated with the Gruntal transaction.

The non-recurring items that affected net income during the 2001 third
quarter were the amortization of goodwill, a $6.6 million goodwill impairment
associated with the Leasing Technology Inc. acquisition and a write-off of
deferred offering costs associated with the redemption of subordinated
investment notes.

For the Nine Months Ended September 30, 2002 Compared to the Same 2001 Period:

Net income was significantly affected by non-recurring items during the
2002 period. The Company recognized a $23.7 million extraordinary gain
associated with the Gruntal transaction.

The extraordinary gain was partially offset by a $15.1 million cumulative
effect of a change in accounting principle associated with the implementation
of FASB Statement 142. In connection with the transitional goodwill impairment
evaluation required under FASB Statement 142, the Company performed an
assessment of whether there was an indication that goodwill was impaired as of
January 1, 2002, the date of adoption. As a result of this analysis, the
Company determined that goodwill associated with the bank operations reportable
segments was not impaired at the adoption date; however, the goodwill
associated with the Ryan Beck reportable segment was impaired. As a
consequence, an independent appraiser was engaged to determine the fair value
of the Ryan Beck operating segments in order for the Company to measure the
impairment amount. Based on the appraisers evaluation, a $15.1 million
impairment loss (net of a $1.2 million tax benefit) was recorded effective as
of January 1, 2002 as a cumulative effect of a change in accounting principle.
As required under FASB 142, this non-cash charge was recognized during the
first quarter of 2002 and had no effect upon third quarter earnings or on any
period subsequent to the first quarter, and had no effect on operating net
income or tangible capital ratios.

Also included in non-recurring items during the 2002 period was a
restructuring charge and an impairment write-down associated with our ATM
network and acquisition-related charges and impairments associated with the
Community and Gruntal transactions. The acquisition-related expenses were
integration expenses, long-lived asset impairments and
28Table of ContentsBankAtlantic Bancorp, Inc.professional fees associated with the Gruntal and Community transactions.
The ATM network restructuring charge and impairment write-down resulted from
the termination of convenience store and gas station relationships which did
not meet our performance expectations.Additionally, the Company recognized an other than temporary decline in
the fair value of equity securities. The equity securities impairment
reflected the write-off of four equity investments which had experienced poor
financial performance. As a consequence, we have revised our policy for equity
investments, and any future equity investments by the holding company will be
limited to liquid securities and be subject to certain more stringent
concentration restrictions.During the 2002 period, the Company experienced a significant improvement
in net interest income and non-interest income associated with the items
discussed above as well as improved earnings at Levitt Companies. These
earnings reflected increased sales of real estate by Core Communities and
Levitt and Sons, as well as equity in earnings associated with the Companys
investment in Bluegreen.The provision for loan losses declined during the current period primarily
related to the same items discussed in the corresponding discussion of the
current quarter partially offset by additional reserves required for two
commercial real estate loans.The above increases in net income were partially offset by a significant
increase in non-interest expenses primarily due to the same items discussed in
the corresponding discussion of the current quarter.The provision for income taxes was reduced by $2.3 million and was
associated with the reduction in the deferred tax asset valuation allowance.
The reduction was attributed to Levitt Companies election to be taxed as a
corporation, Ryan Becks conversion to a corporation and the utilization of tax
benefits from real estate sales. Additionally, the Company acquired, as part
of the Community transaction, low income housing tax credit investments which
reduced the Companys tax liability by $280,000 during the 2002 nine month
period.Bank Operations Results of OperationsNet interest incomeBanking Operations

|                                                           |  |                      |         |                     |  |        |         |      |  |      |        |        |  |   |         |   |  |   |         |   |  |   |         |  
|---------------------------------------------------------- |  | -------------------- | ------- | ------------------- |  | ------ | ------- | ---- |  | ---- | ------ | ------ |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                           |  | For the Three Months |         | For the Nine Months
|                                                           |  | Ended September 30,  |         | Ended September 30,
|                                                           |  |                      |         |                    
|(In thousands)                                             |  | 2002                 |         | 2001                |  | Change |         | 2002 |  | 2001 |        | Change
|                                                           |  |                      |         |                     |  |        |         |      |  |      |        |       
|Interest and fees on loans and leases                      |  | $                    | 60,245  |                     |  | $      | 60,882  |      |  | $    | (637   | )      |  | $ | 166,853 |   |  | $ | 187,785 |   |  | $ | (20,932 | )
|Interest on securities available for sale                  |  |                      | 10,322  |                     |  |        | 13,110  |      |  |      | (2,788 | )      |  |   | 34,192  |   |  |   | 39,760  |   |  |   | (5,568  | )
|Interest and dividends on other investment                 |  |                      | 8,677   |                     |  |        | 8,330   |      |  |      | 347    |        |  |   | 24,924  |   |  |   | 24,486  |   |  |   | 438     |  
|Interest on deposits                                       |  |                      | (16,087 | )                   |  |        | (21,410 | )    |  |      | 5,323  |        |  |   | (48,521 | ) |  |   | (68,943 | ) |  |   | 20,422  |  
|Interest on advances from FHLB                             |  |                      | (15,856 | )                   |  |        | (15,476 | )    |  |      | (380   | )      |  |   | (46,452 | ) |  |   | (44,837 | ) |  |   | (1,615  | )
|Interest on securities sold under agreements to repurchase |  |                      | (2,323  | )                   |  |        | (4,823  | )    |  |      | 2,500  |        |  |   | (6,037  | ) |  |   | (21,933 | ) |  |   | 15,896  |  
|Interest on mortgage backed bonds                          |  |                      | (281    | )                   |  |        |        |      |  |      | (281   | )      |  |   | (521    | ) |  |   |        |   |  |   | (521    | )
|                                                           |  |                      |         |                     |  |        |         |      |  |      |        |        |  |   |         |   |  |   |         |   |  |   |         |  
|Net interest income                                        |  | $                    | 44,697  |                     |  | $      | 40,613  |      |  | $    | 4,084  |        |  | $ | 124,438 |   |  | $ | 116,318 |   |  | $ | 8,120   |  
|                                                           |  |                      |         |                     |  |        |         |      |  |      |        |        |  |   |         |   |  |   |         |   |  |   |         |  
|Net interest margin                                        |  |                      | 3.64    |                     |  |        | 3.83    |      |  |      | (0.19  | )      |  |   | 3.56    |   |  |   | 3.61    |   |  |   | (0.05   | )
|                                                           |  |                      |         |                     |  |        |         |      |  |      |        |        |  |   |         |   |  |   |         |   |  |   |         |  

For the Three Months Ended September 30, 2002 Compared to the Same 2001 Period:

The substantial improvement in net interest income primarily resulted from
significant asset growth partially offset by a decline in the net interest
margin.

The growth in earning assets primarily resulted from the Community
acquisition, which added $709 million of earning assets, and continued growth
in our commercial real estate, small business and home equity loan portfolios.
The above increases in earning assets were partially offset by accelerated
repayments of residential loans due to declining mortgage rates during the
period and lower average balances related to several discontinued or curtailed
lines of business, including our lease finance business, indirect consumer
loans, syndication loans, international loans to correspondent banks and small business loans
originated under previous policies prior to January 1, 2001. Interest income
on loans and securities available for sale declined during 2002 compared to the
same 2001 period. The decline in interest income reflects the rapid

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BankAtlantic Bancorp, Inc.

decline in interest rates during the latter half of 2001 and 2002, which
resulted in the refinancing of residential loans and the downward re-pricing of
floating rate loans. These significant declines in yields on earning assets
were substantially offset by the growth in earning assets mentioned above.

The increased interest income from other investments reflects higher
average balances resulting from $163.9 million of investment purchases during
the period. The higher interest income from increased average asset balances
was partially offset by lower average yields earned on other investments during
the 2002 quarter compared to the same period during 2001.

The substantial reduction in our deposit interest expense was attributed
to a significant reduction in the average deposit rate, partially offset by
average interest bearing deposits increasing by $486 million from the same 2001
period. The increase was primarily due to the Community acquisition. Interest
expense on short-term borrowings was substantially lower during 2002. The
significant decline in short term borrowings interest expense reflected lower
short-term interest rates and a decline in short term borrowings linked to an
increase in deposit and FHLB advance balances. The rates on short-term
borrowings declined from 3.54% during the 2001 period to 1.74% during the same
2002 period. The higher FHLB advance and mortgage backed bond interest expense
resulted primarily from FHLB advance obligations and mortgage backed bonds
acquired in connection with the Community acquisition.

The net interest margin was impacted by a rapid decline in interest rates
during 2001, a change in the composition of our loan portfolio and a change in
the mix of our deposit portfolio. The prime interest rate declined from 9.00%
at January 1, 2001 to 4.75% at December 31, 2001, which resulted in the average
yield on our interest earning assets declining from 7.70% during 2001 to 6.41%
during the 2002 quarter and the average rates on our interest paying
liabilities declining from 4.43% to 3.16% during the same period. During the
2002 quarter, we continued to increase our transaction accounts and savings
accounts, which contributed to a reduction in our cost of funds. Our deposit
mix changed from 50% time deposits at September 30, 2001 to 42% time deposits
and 58% transaction and savings accounts during the same 2002 period. The
composition of our loan portfolio changed from higher yielding loans associated
with discontinued lines of business to lower yielding residential loans
acquired in connection with the acquisition of Community and lower yielding
floating rate commercial and home equity loans.

For the Nine Months Ended September 30, 2002 Compared to the Same 2001 Period:

Net interest income increased by 7% from 2001. Total interest income
decreased by $26.1 million and total interest expense decreased by $34.2
million. The decrease in interest income primarily resulted from rapidly
declining interest rates which impacted the re-pricing of floating rate loans
and securities and contributed to re-financings of residential loans. The
average yield on interest earning assets declined from 7.85% during the 2001
period to 6.47% during the 2002 period. The decline in average yields on
earning assets was partially offset by increased earning asset growth primarily
associated with the Community acquisition. The decline in interest expense
primarily resulted from the lower interest rate environment discussed above.
The average rates on our interest paying liabilities declined from 4.83% during
2001 to 3.35% during the same 2002 period, and the average rates on our
short-term borrowings declined from 4.65% during 2001 to 1.76% during the same
2002 period.

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BankAtlantic Bancorp, Inc.

Provision for Loan Losses

|                                   |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |        |  
|---------------------------------- | ----------------------------- | -------------------- | ------ | ------------------- | ---- | - | ------- | ------ | ---- | - | ------- | ------ | - | - | ------- | ------ | -
|(in thousands)                     |                               | For the Three Months |        | For the Nine Months
|                                   |                               | Ended September 30,  |        | Ended September 30,
|                                   |                               |                      |        |                     |     
|                                   |                               |                      | 2002   |                     | 2001 |   | 2002    |        | 2001
|                                   |                               |                      |        |                     |      |   |         |        |     
|Balance, beginning of period       |                               | $                    | 48,587 |                     |      | $ | 48,018  |        |      | $ | 44,585  |        |   | $ | 47,000  |       
|Charge-offs:                       |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |       
|                                   | Syndication loans             |                      |        | (13                 | )    |   |         | (7,235 | )    |   |         | (8,013 | ) |   |         | (7,235 | )
|                                   | Commercial real estate loans  |                      |        | (2,549              | )    |   |         |       |      |   |         | (6,858 | ) |   |         |       |  
|                                   | Small business                |                      |        | (727                | )    |   |         | (816   | )    |   |         | (2,919 | ) |   |         | (3,012 | )
|                                   | Lease financing               |                      |        | (1,779              | )    |   |         | (2,955 | )    |   |         | (5,963 | ) |   |         | (8,337 | )
|                                   | Consumer loan  indirect      |                      |        | (226                | )    |   |         | (676   | )    |   |         | (963   | ) |   |         | (2,369 | )
|                                   | Consumer loans  direct       |                      |        | (170                | )    |   |         | (1,399 | )    |   |         | (819   | ) |   |         | (2,090 | )
|                                   | Residential real estate loans |                      |        | (284                | )    |   |         |       |      |   |         | (426   | ) |   |         | (152   | )
|                                   |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |       
|                                   |                               |                      | (5,748 | )                   |      |   | (13,081 | )      |      |   | (25,961 | )      |   |   | (23,195 | )     
|                                   |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |       
|Recoveries:                        |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |       
|                                   | Syndication loans             |                      |        | 102                 |      |   |         |       |      |   |         | 785    |   |   |         |       |  
|                                   | Small business                |                      |        | 549                 |      |   |         | 542    |      |   |         | 1,638  |   |   |         | 2,020  |  
|                                   | Lease financing               |                      |        | 578                 |      |   |         | 679    |      |   |         | 2,476  |   |   |         | 1,668  |  
|                                   | Commercial business loans     |                      |        | 19                  |      |   |         | 20     |      |   |         | 56     |   |   |         | 249    |  
|                                   | Commercial real estate loans  |                      |        | 3                   |      |   |         |       |      |   |         | 20     |   |   |         | 7      |  
|                                   | Residential real estate loans |                      |        | 94                  |      |   |         | 48     |      |   |         | 157    |   |   |         | 204    |  
|                                   | Consumer loans  indirect     |                      |        | 232                 |      |   |         | 425    |      |   |         | 1,075  |   |   |         | 1,674  |  
|                                   | Consumer loans  direct       |                      |        | 179                 |      |   |         | 379    |      |   |         | 412    |   |   |         | 602    |  
|                                   |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |       
|                                   |                               |                      | 1,756  |                     |      |   | 2,093   |        |      |   | 6,619   |        |   |   | 6,424   |       
|                                   |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |       
|Net charge-offs                    |                               |                      | (3,992 | )                   |      |   | (10,988 | )      |      |   | (19,342 | )      |   |   | (16,771 | )     
|Allowance for loan losses acquired |                               |                      | (1,075 | )                   |      |   |        |        |      |   | 9,573   |        |   |   |        |       
|Provision for loan losses          |                               |                      | 2,082  |                     |      |   | 7,258   |        |      |   | 10,786  |        |   |   | 14,059  |       
|                                   |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |       
|Balance, end of period             |                               | $                    | 45,602 |                     |      | $ | 44,288  |        |      | $ | 45,602  |        |   | $ | 44,288  |       
|                                   |                               |                      |        |                     |      |   |         |        |      |   |         |        |   |   |         |       

Annualized net charge-offs to average loans were 0.43% for the 2002 third
quarter and 1.46% for the same 2001 period. The substantial decrease in net
charge-offs resulted primarily from lower net charge-offs associated with
discontinued lines of business partially offset by charge-offs associated with
a commercial real estate loan and a lease. Included in charge-offs for the
third quarter of 2002 was a charge-off of a commercial real estate loan to a
company in the hospitality industry for which a valuation allowance was
established in a prior period and a $670,000 charge-off of an airplane lease.
The reduction in our provision for loan losses during the current quarter,
compared to the same 2001 period, was attributed to declining portfolio
balances in discontinued lines of business and improved charge-off and
delinquency trends.

Annualized net charge-offs to average loans were 0.76% for the first nine
months of 2002 and 0.74% for the corresponding 2001 period. Included in net
charge-offs for the current year were the items discussed above as well as a
$4.3 million partial charge-off of a commercial real estate residential
construction loan, for which a $1.8 million specific valuation allowance was
established in late 2001. This commercial real estate residential construction
loan was transferred to real estate owned effective June 30, 2002. Also
included in net charge-offs for the current year was an $8 million partial
charge-off of a syndication loan to a company in the commercial aviation repair
parts and maintenance industry, for which a specific valuation allowance was
established for the entire amount in 2001. In September 2002, the remaining
$2.6 million balance of that loan was repaid from the collateral liquidation.

The allowance for loan losses was 1.24% and 1.51% of total loans at
September 30, 2002 and 2001, respectively. Included in the allowance for loan
losses was a $9.6 million allowance acquired in connection with the Community

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BankAtlantic Bancorp, Inc.

acquisition. This allowance was reduced by $1.1 million during the third
quarter of 2002 as a result of loan payoffs in the acquired portfolio.

Net charge-offs associated with our discontinued or curtailed lines of
business were 28% of total net charge-offs during the third quarter of 2002,
compared to 55% during the same 2001 period. Year to date, these charge-offs
represented 89% of total net charge-offs, compared to 87% during 2001.

At the indicated dates, the Companys non-performing assets and potential
problem loans were (in thousands):

|                                       |                          |                             |                               |        |               |      |              |        |        |        |  
|-------------------------------------- | ------------------------ | --------------------------- | ----------------------------- | ------ | ------------- | ---- | ------------ | ------ | ------ | ------ | -
|                                       |                          |                             |                               |        | September 30, |      | December 31,
|                                       |                          |                             |                               |        | 2002          |      | 2001        
|                                       |                          |                             |                               |        |               |      |             
|NONPERFORMING ASSETS                   |                          |                             |                               |        |               |      |              |       
|Non-accrual:                           |                          |                             |                               |        |               |      |              |       
|Tax certificates                       |                          | $                           | 1,484                         |        |               | $    | 1,727        |       
|Loans and leases                       |                          |                             | 30,947                        |        |               |      | 37,255       |       
|                                       |                          |                             |                               |        |               |      |              |       
|                                       | Total non-accrual        |                             |                               | 32,431 |               |      |              | 38,982 |       
|                                       |                          |                             |                               |        |               |      |              |       
|Repossessed assets:                    |                          |                             |                               |        |               |      |              |       
|Real estate owned                      |                          |                             | 10,015                        |        |               |      | 3,904        |       
|Vehicles and equipment                 |                          |                             | 1                             |        |               |      | 17           |       
|                                       |                          |                             |                               |        |               |      |              |       
|                                       | Total repossessed assets |                             |                               | 10,016 |               |      |              | 3,921  |       
|                                       |                          |                             |                               |        |               |      |              |       
|                                       |                          | Total non-performing assets |                               |        | 42,447        |      |              |        | 42,903 |       
|                                       |                          |                             | Specific valuation allowances |        |               | (390 | )            |        |        | (9,936 | )
|                                       |                          |                             |                               |        |               |      |              |       
|Total non-performing assets, net       |                          | $                           | 42,057                        |        |               | $    | 32,967       |       
|                                       |                          |                             |                               |        |               |      |              |       
|POTENTIAL PROBLEM LOANS                |                          |                             |                               |        |               |      |              |       
|Contractually past due 90 days or more |                          | $                           | 2,031                         |        |               | $    |             |       
|Restructured loans                     |                          |                             | 618                           |        |               |      | 743          |       
|Delinquent residential loans purchased |                          |                             | 1,473                         |        |               |      | 1,705        |       
|                                       |                          |                             |                               |        |               |      |              |       
|TOTAL POTENTIAL PROBLEM LOANS          |                          | $                           | 4,122                         |        |               | $    | 2,448        |       
|                                       |                          |                             |                               |        |               |      |              |       

Non-performing assets represented 1.10% of total loans, tax certificates
and repossessed assets at September 30, 2002. This compares to 1.45% at
December 31, 2001. The reduction in the percentage of non-performing assets to
total loans, tax certificates and repossessed assets reflects a significant
increase in total loans and tax certificate balances at September 30, 2002,
compared to December 31, 2001. Included in non-performing assets at September
30, 2002 was a $13.7 million commercial real estate hotel loan and a $7.3
million foreclosed residential construction loan referred to above, along with
$3.1 million of non-performing loans acquired in connection with the Community
acquisition. In October 2002, the hotel loan was sold at book value to an
unrelated third party. Assuming the sale was consummated as of September 30,
2002, the Banks non-performing loans would have been reduced to $18.7
million, non-performing assets to approximately $28.7 million and the Banks
non-performing assets to total loans and other assets ratio to 0.74%.

The increase in potential problem loans was associated with loans
contractually past due 90 days or more. These loans have matured and the
borrowers continue to make payments under the matured loan agreement. The
Company is in the process of renewing or extending these matured loans.

Non-Interest Income

|                                        |                     |                      |       |                     |  |        |       |       |  |      |       |        |  |   |        |        |  |  |        |        |  |  |        |       | 
|--------------------------------------- | ------------------- | -------------------- | ----- | ------------------- |  | ------ | ----- | ----- |  | ---- | ----- | ------ |  | - | ------ | ------ |  |  | ------ | ------ |  |  | ------ | ----- | 
|Banking Operations                      |                     | For the Three Months |       | For the Nine Months
|                                        |                     | Ended September 30,  |       | Ended September 30,
|                                        |                     |                      |       |                     | 
|(In thousands)                          |                     | 2002                 |       | 2001                |  | Change |       | 2002  |  | 2001 |       | Change
|                                        |                     |                      |       |                     |  |        |       |       |  |      |       |       
|Other service charges and fees          |                     | $                    | 3,591 |                     |  |        | 3,903 |       |  |      | (312  | )      |  | $ | 10,246 |        |  |  | 11,275 |        |  |  | (1,029 | )    
|Service charges on deposits             |                     |                      | 6,684 |                     |  |        | 3,820 |       |  |      | 2,864 |        |  |   | 17,234 |        |  |  | 11,590 |        |  |  | 5,644  |      
|Gains (losses) on securities activities |                     |                      | 1,978 |                     |  |        | (4    | )     |  |      | 1,982 |        |  |   | 4,768  |        |  |  | 548    |        |  |  | 4,220  |      
|Other                                   |                     |                      | 1,056 |                     |  |        | 1,792 |       |  |      | (736  | )      |  |   | 3,976  |        |  |  | 4,222  |        |  |  | (246   | )    
|                                        |                     |                      |       |                     |  |        |       |       |  |      |       |        |  |   |        |        |  |  |        |        |  |  |        |      
|                                        | Non-interest income |                      | $     | 13,309              |  |        |       | 9,511 |  |      |       | 3,798  |  |   | $      | 36,224 |  |  |        | 27,635 |  |  |        | 8,589 | 
|                                        |                     |                      |       |                     |  |        |       |       |  |      |       |        |  |   |        |        |  |  |        |        |  |  |        |      

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BankAtlantic Bancorp, Inc.

The decline in other service charges and fees during the 2002 third
quarter and first nine months resulted from a 25% and 24%, respectively,
decrease in ATM fee income compared to the corresponding 2001 periods and a
decline in late fee income. The decline in ATM fee income resulted from the
removal of our ATM machines from Wal*Mart stores and other locations. The
decline in late fee income was attributed to lower late fees assessed in our
consumer and leasing portfolios. The above declines in fee income were
partially offset by higher fees earned on check cards. Check card fees
increased by 169% during the third quarter compared to the same 2001 period and
153% during 2002 year to date compared to the same 2001 period. The increase
in check card fees was linked to a significant increase in transaction accounts
associated with our high performance checking products and our Seven Day
Banking initiative.

Service charges on deposits increased by over 75% during the third
quarter, and 49% year to date, from the comparable 2001 periods. The increase
in service charges primarily resulted from overdraft fees from transaction
accounts and secondarily from deposit fees associated with the Community
acquisition. The increase in overdraft fees was associated with our new high
performance checking product. Since the inception of this product, we have
opened approximately 48,000 accounts with total deposit balances of $123
million at September 30, 2002. Additionally, the rapid decline in interest
rates increased our income from analysis charges by decreasing the earnings
credit for commercial accounts.

Securities activities gains during the three and nine-months ended
September 30, 2002 resulted primarily from the sale of $74.2 million and $152.1
million of REMIC securities, respectively. Additionally, we also recorded a
$14,000 and $41,000 unrealized loss on derivative instruments during the third
quarter and year to date.

Securities activities during the three months ended September 30, 2001
consisted of a $4,000 unrealized loss on derivative instruments. Gains on
securities activities during the nine months ended September 30, 2001 included
the sale of mortgage-backed securities for a gain of $486,000 and a $62,000
unrealized gain on derivative instruments.

Other income during the 2002 quarter was unfavorably impacted by a
$230,000 loss on the sale of CRA residential loans. Included in other income
during the 2001 quarter was a $679,000 net gain from the disposition of fixed
assets and the sale of six in-store branches to unrelated financial
institutions. The declines in other income during the current three month
period was partially offset by increased customer related fees associated with
the Community acquisition and our high performance checking products and
$96,000 of income associated with a real estate joint venture acquired in
connection with the Community acquisition. Included in other income during the
nine months ended September 30, 2002 were the items mentioned above as well as
$660,000 of income realized from a real estate joint venture and a $308,000
loss from the sale of residential loan servicing acquired in connection with
the Community acquisition.

Non-Interest Expense

|                                                 |                      |                      |        |                     |  |        |        |        |  |      |       |        |  |   |        |        |  |  |        |        |  |  |        |        | 
|------------------------------------------------ | -------------------- | -------------------- | ------ | ------------------- |  | ------ | ------ | ------ |  | ---- | ----- | ------ |  | - | ------ | ------ |  |  | ------ | ------ |  |  | ------ | ------ | 
|Banking Operations                               |                      | For the Three Months |        | For the Nine Months
|                                                 |                      | Ended September 30,  |        | Ended September 30,
|                                                 |                      |                      |        |                     | 
|(In thousands)                                   |                      | 2002                 |        | 2001                |  | Change |        | 2002   |  | 2001 |       | Change
|                                                 |                      |                      |        |                     |  |        |        |        |  |      |       |       
|Employee compensation and benefits               |                      | $                    | 17,170 |                     |  |        | 12,692 |        |  |      | 4,478 |        |  | $ | 48,555 |        |  |  | 38,420 |        |  |  | 10,135 |       
|Occupancy and equipment                          |                      |                      | 7,554  |                     |  |        | 6,473  |        |  |      | 1,081 |        |  |   | 21,430 |        |  |  | 18,664 |        |  |  | 2,766  |       
|Advertising and promotion                        |                      |                      | 2,045  |                     |  |        | 1,039  |        |  |      | 1,006 |        |  |   | 5,082  |        |  |  | 2,596  |        |  |  | 2,486  |       
|Restructuring charges and impairment write-downs |                      |                      |       |                     |  |        | 550    |        |  |      | (550  | )      |  |   | 1,007  |        |  |  | 331    |        |  |  | 676    |       
|Amortization of intangible assets                |                      |                      | 453    |                     |  |        |       |        |  |      | 453   |        |  |   | 907    |        |  |  |       |        |  |  | 907    |       
|Write-down of real estate owned                  |                      |                      | 1,400  |                     |  |        | 126    |        |  |      | 1,274 |        |  |   | 1,464  |        |  |  | 298    |        |  |  | 1,166  |       
|Acquisition related charges and impairments      |                      |                      | (941   | )                   |  |        |       |        |  |      | (941  | )      |  |   | 864    |        |  |  |       |        |  |  | 864    |       
|Other                                            |                      |                      | 6,607  |                     |  |        | 6,316  |        |  |      | 291   |        |  |   | 19,600 |        |  |  | 17,801 |        |  |  | 1,799  |       
|                                                 |                      |                      |        |                     |  |        |        |        |  |      |       |        |  |   |        |        |  |  |        |        |  |  |        |       
|                                                 | Non-interest expense |                      | $      | 34,288              |  |        |        | 27,196 |  |      |       | 7,092  |  |   | $      | 98,909 |  |  |        | 78,110 |  |  |        | 20,799 | 
|                                                 |                      |                      |        |                     |  |        |        |        |  |      |       |        |  |   |        |        |  |  |        |        |  |  |        |       

Compensation expenses increased 35% and 26% from the comparable 2001
quarter and nine-month periods, respectively. The increase in compensation
expenses was the result of the implementation of seven day banking on April 1,
2002 and the addition of 172 employees following the Community acquisition.
Total full time equivalent employees increased from 882 at September 30, 2001
to 1,326 at September 30, 2002. Additionally, employee benefits significantly
increased from the comparable 2001 periods due to higher health insurance costs
and a reduction in pension income associated with our defined benefit pension
plan.

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BankAtlantic Bancorp, Inc.

Occupancy and equipment expenses increased 17% and 15% from the comparable
2001 quarter and nine-month periods, respectively. The increase was primarily
due to the Community acquisition which added 21 branches to our community
banking division. Additionally, we recognized approximately $600,000 and $1.2
million of accelerated depreciation expense during the 2002 third quarter and
nine month period, respectively, on equipment associated with our on-line
banking delivery system. This equipment will be replaced as we upgrade the
technology with new equipment and software during the fourth quarter of 2002.

The increase in advertising expense during the 2002 quarter and year to
date reflect marketing initiatives to increase our transaction accounts and to
promote our Seven Day Banking  initiative.

The restructuring charges and impairment write-downs during the three
months ended September 30, 2001 related to a $550,000 write down on assets
associated with termination of in-store branch activities. Also, included in
restructuring charges and impairment write-downs during the nine months ended
September 30, 2001 was a $219,000 restructuring charge recovery related to a
charge recorded in a prior period associated with the termination of the
Wal-Mart ATM relationship.

The restructuring charges and impairment write-downs during the nine
months ended September 30, 2002 were the result of a plan to discontinue
certain ATM relationships. As a consequence, a $801,000 restructuring charge
and a $206,000 impairment write-down were realized. These relationships were
primarily with convenience stores and gas stations and did not meet our
performance expectations and were unlikely to meet our future profitability
goals. The remaining ATM machines (approximately 150 machines) are primarily
located in our branch network, cruise ships and other remote locations.

Amortization of intangible assets during the three and nine months ended
September 30, 2002 consisted of the amortization of core deposit intangible
assets acquired in connection with the Community acquisition. The core
deposits intangible asset is being amortized over its estimated life of seven
years.

During the three months ended September 30, 2002, the Company reevaluated
a residential construction real estate property that was transferred to real
estate owned during the second quarter of 2002 and recognized an additional
$1.4 million write-down. The remaining write-downs of real estate owned
during the three and nine months ended September 30, 2002 and 2001 were
associated with residential real estate owned.

Acquisition related charges and impairments during the three and nine
months ended September 30, 2002 include various data conversion and system
integration expenses as well as facilities impairment write-downs associated
with the Community acquisition. As a consequence of the acquisition,
BankAtlantic closed two of its Palm Beach county branches during the second
quarter of 2002. The two branch facilities were sold to unrelated financial
institutions for an aggregate gain of $941,000.

The slight increase in other expenses during the three months ended
September 30, 2002 was attributed to a $304,000 increase in check losses and
higher operating expenses in connection with the increased size of
BankAtlantic, partially offset by $540,000 of lower legal expense during the
2002 quarter compared to the same 2001 period. The additional check losses
resulted from strategies related to our high performance checking campaign.

Other expenses increased by 10% from the comparable 2001 nine-month
period. During the nine-months ended September 30, 2001 we recognized $1.2
million of gains on the sales of REO property compared to net gains of
$114,000 from REO property sales during the same 2002 period. The remaining
increase in other expenses were due to the items discussed above as well as
$275,000 of additional loss provisions associated with the tax certificate
portfolio. The tax certificate loss provision is calculated based on the aging
of the portfolio.

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BankAtlantic Bancorp, Inc.

Levitt Companies and Subsidiaries Results of Operations

|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |       |        | 
|-------------------------------------- | -------------------- | ------------------- | ------ | -------------------- | ----- | ------------------- | ------ | ----- | ------ | ---- | ------ | ------ | ---- | - | ------ | ------ | ------ | - | ------ | ------ | ------ | - | ------ | ----- | ------ | 
|                                       |                      |                     |        | For the Three Months |       | For the Nine Months
|                                       |                      |                     |        | Ended September 30,  |       | Ended September 30,
|                                       |                      |                     |        |                      |       |                    
|(In thousands)                         |                      | 2002                |        | 2001                 |       | Change              |        | 2002  |        | 2001 |        | Change
|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |       
|Net interest income:                   |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|Interest on investments                |                      | $                   | 221    |                      |       | $                   | 810    |       |        | $    | (589   | )      |      | $ | 1,020  |        |        | $ | 1,605  |        |        | $ | (585   | )    
|Interest on notes and bonds payable    |                      |                     | (2,284 | )                    |       |                     | (1,458 | )     |        |      | (826   | )      |      |   | (5,938 | )      |        |   | (4,934 | )      |        |   | (1,004 | )    
|Capitalized interest                   |                      |                     | 2,214  |                      |       |                     | 1,441  |       |        |      | 773    |        |      |   | 5,555  |        |        |   | 4,767  |        |        |   | 788    |      
|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|Net interest income                    |                      |                     | 151    |                      |       |                     | 793    |       |        |      | (642   | )      |      |   | 637    |        |        |   | 1,438  |        |        |   | (801   | )    
|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|Non-interest income:                   |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|Net revenues from sales of real estate |                      |                     | 8,522  |                      |       |                     | 10,476 |       |        |      | (1,954 | )      |      |   | 31,810 |        |        |   | 23,212 |        |        |   | 8,598  |      
|Income from equity method investment   |                      |                     | 941    |                      |       |                     |       |       |        |      | 941    |        |      |   | 2,463  |        |        |   |       |        |        |   | 2,463  |      
|Other                                  |                      |                     | 291    |                      |       |                     | 142    |       |        |      | 149    |        |      |   | 1,005  |        |        |   | 1,576  |        |        |   | (571   | )    
|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|                                       |                      | Non-interest income |        |                      | 9,754 |                     |        |       | 10,618 |      |        |        | (864 | ) |        |        | 35,278 |   |        |        | 24,788 |   |        |       | 10,490 | 
|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|Non-interest expense:                  |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|Employee compensation and benefits     |                      |                     | 3,334  |                      |       |                     | 2,287  |       |        |      | 1,047  |        |      |   | 9,492  |        |        |   | 6,556  |        |        |   | 2,936  |      
|Advertising and promotion              |                      |                     | 647    |                      |       |                     | 517    |       |        |      | 130    |        |      |   | 2,213  |        |        |   | 2,096  |        |        |   | 117    |      
|Selling, general and administrative    |                      |                     | 3,088  |                      |       |                     | 2,783  |       |        |      | 305    |        |      |   | 9,281  |        |        |   | 8,121  |        |        |   | 1,160  |      
|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|                                       | Non-interest expense |                     |        | 7,069                |       |                     |        | 5,587 |        |      |        | 1,482  |      |   |        | 20,986 |        |   |        | 16,773 |        |   |        | 4,213 |       
|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      
|Income before income taxes             |                      | $                   | 2,836  |                      |       | $                   | 5,824  |       |        | $    | (2,988 | )      |      | $ | 14,929 |        |        | $ | 9,453  |        |        | $ | 5,476  |      
|                                       |                      |                     |        |                      |       |                     |        |       |        |      |        |        |      |   |        |        |        |   |        |        |        |   |        |      

Net revenues from sales of real estate represented the net profits on
sales of real estate by Levitt and Sons and Core Communities as well as equity
from earnings in real estate joint venture activities. The decrease in net
revenues from the sales of real estate during the 2002 quarter compared to the
same 2001 period primarily resulted from a decrease in Core Communities land
sales. This decrease was partially offset by an increase in home sales net
revenues at Levitt and Sons. Net revenues from land sales for the quarter ended
September 30, 2002 was $2.0 million as compared to $4.7 million for the same
period in 2001. The 2001 land sales included the sale of a commercial tract of
land for a $4.1 million gain. Net revenues from home sales for the quarter
ended September 30, 2002 was $6.4 million as compared to $4.4 million for the
same period in 2001. Net revenues from joint venture activities were $130,000
during the 2002 quarter and $1.4 million during the 2001 quarter.

During the nine months ended September 30, 2002, Core Communities net
revenues on land sales was $12.6 million as compared to $7.5 million in 2001.
The 2002 land sales included the sale of two commercial properties for net
revenues of $9.3 million. During the nine months ended September 30, 2002, net
revenues from homes sales at Levitt and Sons were $17.7 million as compared to
$12.4 million during the same 2001 period. In 2001, Levitt Companies sold a
marine rental property for a $680,000 gain. Net revenues on joint venture
activities were $1.5 million during the 2002 period and $2.6 million during the
2001 period.

In April 2002, Levitt Companies acquired approximately 35% of Bluegreen
Corporations common stock increasing the Companys consolidated ownership in
Bluegreens common stock to approximately 40%. Bluegreen Corporation is a
developer and marketer of drive-to vacation interval resorts and planned golf
and residential real estate. Levitt Companies investment in Bluegreen
Corporation is accounted for under the equity method. Levitt Companies income
from Bluegreen Corporation for the 2002 quarter was $941,000 and for the nine
months ended September 30, 2002 was $2.5 million.

The decrease in other non-interest income during the nine months ended
September 30, 2002, compared to the same 2001 period, was primarily due to
rental income associated with a marine property sold during the second quarter
of 2001.

Net interest income decreased during the quarter and nine months ended
September 30, 2002, compared to the same periods in 2001, primarily due to
decreases in interest from investments, resulting from lower average balances
and yields.

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BankAtlantic Bancorp, Inc.

The significant increase in compensation and benefits during the three and
nine months ended September 30, 2002 compared to the same 2001 periods
primarily resulted from increases in incentive accruals and personnel resulting
from the addition of several new development projects. These new projects and
an increase in home deliveries also resulted in an increase in selling and
other general and administrative expenses during the three and nine months
ended September 30, 2002, compared to the same 2001 periods.

Ryan Beck & Co. and Subsidiaries Results of Operations

|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |        |        | 
|------------------------------------------------------- | -------------------- | ------------------- | ------ | -------------------- | ------ | ------------------- | ----- | ------ | ------ | ------------- | ------ | ------------- | ------ | - | ------ | ------- | ------- | ------------- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                                        |                      |                     |        | For the Three Months |        | For the Nine Months
|                                                        |                      |                     |        | Ended September 30,  |        | Ended September 30,
|                                                        |                      |                     |        |                      |        |                    
|(In thousands)                                          |                      | 2002                |        | 2001                 |        | Change              |       | 2002   |        | 2001          |        | Change       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |              
|                                                        |                      |                     |        | (As Restated)        |        |                     |       |        |        | (As Restated) |        | (As Restated) |        |   |        |         |         | (As Restated)
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |              
|Net interest income:                                    |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|Interest on trading securities                          |                      | $                   | 4,452  |                      |        | $                   | 541   |        |        | $             | 3,911  |               |        | $ | 8,623  |         |         | $             | 1,697  |        |        | $ | 6,926  |       
|Interest expense affiliated loan and
trading activities |                      |                     | (807   | )                    |        |                     | (136  | )      |        |               | (671   | )             |        |   | (1,828 | )       |         |               | (445   | )      |        |   | (1,383 | )     
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|Net interest income                                     |                      |                     | 3,645  |                      |        |                     | 405   |        |        |               | 3,240  |               |        |   | 6,795  |         |         |               | 1,252  |        |        |   | 5,543  |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|Non-interest income:                                    |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|Principal transactions                                  |                      |                     | 20,182 |                      |        |                     | 3,987 |        |        |               | 16,195 |               |        |   | 44,414 |         |         |               | 12,392 |        |        |   | 32,022 |       
|Investment banking                                      |                      |                     | 7,791  |                      |        |                     | 4,003 |        |        |               | 3,788  |               |        |   | 15,790 |         |         |               | 8,041  |        |        |   | 7,749  |       
|Commissions                                             |                      |                     | 22,224 |                      |        |                     | 2,954 |        |        |               | 19,270 |               |        |   | 41,642 |         |         |               | 9,566  |        |        |   | 32,076 |       
|Other                                                   |                      |                     | 1,457  |                      |        |                     | 197   |        |        |               | 1,260  |               |        |   | 3,036  |         |         |               | 613    |        |        |   | 2,423  |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|                                                        |                      | Non-interest income |        |                      | 51,654 |                     |       |        | 11,141 |               |        |               | 40,513 |   |        |         | 104,882 |               |        |        | 30,612 |   |        |        | 74,270 | 
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|Non-interest expense:                                   |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|Employee compensation and benefits                      |                      |                     | 39,553 |                      |        |                     | 7,416 |        |        |               | 32,137 |               |        |   | 80,226 |         |         |               | 23,193 |        |        |   | 57,033 |       
|Occupancy and equipment                                 |                      |                     | 3,526  |                      |        |                     | 785   |        |        |               | 2,741  |               |        |   | 7,068  |         |         |               | 2,430  |        |        |   | 4,638  |       
|Advertising and promotion                               |                      |                     | 953    |                      |        |                     | 387   |        |        |               | 566    |               |        |   | 2,325  |         |         |               | 1,170  |        |        |   | 1,155  |       
|Amortization of goodwill                                |                      |                     |       |                      |        |                     | 112   |        |        |               | (112   | )             |        |   |       |         |         |               | 329    |        |        |   | (329   | )     
|Acquisition related charges and impairments             |                      |                     | 870    |                      |        |                     |      |        |        |               | 870    |               |        |   | 4,061  |         |         |               |       |        |        |   | 4,061  |       
|Other                                                   |                      |                     | 10,277 |                      |        |                     | 2,290 |        |        |               | 7,987  |               |        |   | 22,061 |         |         |               | 6,939  |        |        |   | 15,122 |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|                                                        | Non-interest expense |                     |        | 55,179               |        |                     |       | 10,990 |        |               |        | 44,189        |        |   |        | 115,741 |         |               |        | 34,061 |        |   |        | 81,680 |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       
|Income (loss) before income taxes                       |                      | $                   | 120    |                      |        | $                   | 556   |        |        | $             | (436   | )             |        | $ | (4,064 | )       |         | $             | (2,197 | )      |        | $ | (1,867 | )     
|                                                        |                      |                     |        |                      |        |                     |       |        |        |               |        |               |        |   |        |         |         |               |        |        |        |   |        |       

The significant increase in net interest income during the three and nine
months ended September 30, 2002 primarily resulted from the expansion of
municipal bond trading in connection with the Gruntal transaction. Tax exempt
interest income for the three and nine months ended September 30, 2002 was $1.2
million and $2.4 million, respectively. The above increase in net interest
income was partially offset by the interest expense associated with $5.0
million of borrowings from the Company, as well as an increased level of
borrowings from Ryan Becks clearing agent as a result of a higher volume of
trading activity.

During the three and nine months ended September 30, 2002, compared to the
same 2001 periods, non-interest income increased by 364% and 243%,
respectively. The increase was primarily the result of increased agency
commissions and principal transaction revenues. These increases resulted from
the additional investment consultants and trading personnel hired in connection
with the Gruntal transaction. The above increases in revenues were partially
offset by losses in the value of mutual funds associated with a deferred
compensation plan acquired in connection with the Gruntal transaction. In
September 2002, Ryan Beck allowed the participants in the plan to withdraw
their vested benefits upon forfeiting their unvested benefits. A portion of
mutual fund investments were sold to fund the plan distributions at a loss of
$2.3 million. Also, during the three and nine months ended September 30,
2002, Ryan Beck realized noncash losses of $1.0 million and $2.9 million,
respectively, from changes in value of the mutual fund assets. At September
30, 2002, $12.6 million of these mutual fund securities remained.

The increase in employee compensation and benefits during the three and
nine months ended September 30, 2002, compared to the same 2001 periods, was
primarily due to the additional personnel hired in connection with the Gruntal
transaction. The increase in compensation expense was partially offset by a
$1.4 million and $2.3 million reduction in the

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BankAtlantic Bancorp, Inc.

Gruntal nonqualified deferred compensation obligation during the three and
nine months ended September 30, 2002, respectively.

Goodwill amortization during the three and nine month periods ended
September 30, 2001 represented the amortization of goodwill associated with
prior acquisitions. Upon the implementation of Financial Accounting Standard
Number 142 on January 1, 2002, we discontinued the amortization of goodwill.
We will evaluate goodwill for impairment in subsequent periods in accordance
with FASB Statement 142.

Acquisition related charges and impairments during the three and nine
months ended September 30, 2002, included branch closures, professional fees,
and regulatory costs incurred in connection with the Gruntal transaction.

The increase in other expenses during the three and nine months ended
September 30, 2002 compared to the same 2001 periods, related to increased
floor brokerage and clearing fees attributed to a significant increase in
commission revenues. Increased rent, occupancy and communication expenses were
associated with the additional offices acquired in connection with the Gruntal
transaction.

Parent Company Results of Operations

|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |        |         |  
|------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ------------------- | ------ | -------------------- | --- | ------------------- | ------ | ----- | ----- | ---- | ------ | ------ | ------ | - | ------- | ----- | ------- | - | ------- | ------ | ----- |  | ------- | ------ | ------- | -
|                                                                                                                                      |                      |                     |        | For the Three Months |     | For the Nine Months
|                                                                                                                                      |                      |                     |        | Ended September 30,  |     | Ended September 30,
|                                                                                                                                      |                      |                     |        |                      |     |                    
|(In thousands)                                                                                                                        |                      | 2002                |        | 2001                 |     | Change              |        | 2002  |       | 2001 |        | Change
|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |       
|Net interest income:                                                                                                                  |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|Interest and fees on loans                                                                                                            |                      | $                   | 461    |                      |     |                     |       |       |       |      | 461    |        |        |   | 978     |       |         |   | 21      |        |       |  | 957     |       
|Interest on investments                                                                                                               |                      |                     | 18     |                      |     |                     | 119    |       |       |      | (101   | )      |        |   | 265     |       |         |   | 174     |        |       |  | 91      |       
|Interest on subordinated debentures, notes payable
and guaranteed preferred interests in the
Companys
Junior Subordinated Debentures |                      |                     | (4,790 | )                    |     |                     | (4,358 | )     |       |      | (432   | )      |        |   | (12,634 | )     |         |   | (15,077 | )      |       |  | 2,443   |       
|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|Net interest income                                                                                                                   |                      |                     | (4,311 | )                    |     |                     | (4,239 | )     |       |      | (72    | )      |        |   | (11,391 | )     |         |   | (14,882 | )      |       |  | 3,491   |       
|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|Non-interest income:                                                                                                                  |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|Net revenues from sales of real estate                                                                                                |                      |                     | (207   | )                    |     |                     | 744    |       |       |      | (951   | )      |        |   | (35     | )     |         |   | 734     |        |       |  | (769    | )     
|Income from equity method investment                                                                                                  |                      |                     | 486    |                      |     |                     |       |       |       |      | 486    |        |        |   | 705     |       |         |   |        |        |       |  | 705     |       
|Gains on securities available for sale                                                                                                |                      |                     | 506    |                      |     |                     | 2,246  |       |       |      | (1,740 | )      |        |   | 3,836   |       |         |   | 3,744   |        |       |  | 92      |       
|Impairment of securities                                                                                                              |                      |                     | (302   | )                    |     |                     | (5     | )     |       |      | (297   | )      |        |   | (18,459 | )     |         |   | (700    | )      |       |  | (17,759 | )     
|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|                                                                                                                                      |                      | Non-interest income |        |                      | 483 |                     |        |       | 2,985 |      |        |        | (2,502 | ) |         |       | (13,953 | ) |         |        | 3,778 |  |         |        | (17,731 | )
|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|Non-interest expense:                                                                                                                 |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|Employee compensation and benefits                                                                                                    |                      |                     |       |                      |     |                     | 531    |       |       |      | (531   | )      |        |   | 3,038   |       |         |   | 1,505   |        |       |  | 1,533   |       
|Impairment of goodwill                                                                                                                |                      |                     |       |                      |     |                     | 6,624  |       |       |      | (6,624 | )      |        |   |        |       |         |   | 6,624   |        |       |  | (6,624  | )     
|Amortization of goodwill                                                                                                              |                      |                     |       |                      |     |                     | 929    |       |       |      | (929   | )      |        |   |        |       |         |   | 2,786   |        |       |  | (2,786  | )     
|Other                                                                                                                                 |                      |                     | 162    |                      |     |                     | 544    |       |       |      | (382   | )      |        |   | 886     |       |         |   | 585     |        |       |  | 301     |       
|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|                                                                                                                                      | Non-interest expense |                     |        | 162                  |     |                     |        | 8,628 |       |      |        | (8,466 | )      |   |         | 3,924 |         |   |         | 11,500 |       |  |         | (7,576 | )      
|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       
|Loss before income taxes                                                                                                              |                      | $                   | (3,990 | )                    |     |                     | (9,882 | )     |       |      | 5,892  |        |        |   | (29,268 | )     |         |   | (22,604 | )      |       |  | (6,664  | )     
|                                                                                                                                      |                      |                     |        |                      |     |                     |        |       |       |      |        |        |        |   |         |       |         |   |         |        |       |  |         |       

Interest and fees on loans for the three and nine months ended September
30, 2002 represent interest income associated with a $5 million loan to Ryan
Beck and a $30 million loan to Levitt Companies. Interest and fees on loans
for the three and nine months ended September 30, 2001 represent interest
income on a loan to a non-real estate joint venture. The interest on
investments for the three and nine months ended September 30, 2002 and 2001
primarily represent interest income earned on reverse repurchase agreement
investments with BankAtlantic.

The increase in interest expense on debentures and notes payable for the
2002 quarter, compared to the same 2001 period resulted from higher average
balances of trust preferred securities and notes payable. During 2002, we
issued $115.4 million of trust preferred securities, increased our bank line of
credit borrowings and issued $3.7 million of notes payable.

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BankAtlantic Bancorp, Inc.

The decrease in interest expense on debentures and notes payable for the
nine months ended September 30, 2002, compared to the same 2001 period,
resulted from lower average balances from the redemption of the subordinated
investment notes and convertible subordinated debentures during the 2001 third
quarter. The above declines in interest expense were partially offset by the
issuance of trust preferred securities mentioned above.

The net revenues from the sales of real estate resulted from the
recognition and deferral of interest associated with inter-company loans to
Levitt Companies. The deferred income was recognized when the real estate
associated with the inter-company loans was sold.

Income from equity method investment represents BankAtlantic Bancorps
4.9% ownership interest in the earnings of Bluegreen Corporation. In April
2002, Levitt Companies acquired an additional 35% of Bluegreen Corporations
common stock. See the discussion above concerning the investment in Bluegreen
Corporation by Levitt Companies.

The Company sold equity securities with a book value of $4.5 million and
$7.0 million during the three and nine months ended September 30, 2002 for
gains shown on the above table. During the three and nine months ended
September 30, 2001 the Company sold equity securities with a book value of $1.1
million and $2.8 million for gains shown on the above table.

The Company recognized an impairment charge of $302,000 and $18.5 million
during the three and nine months ended September 30, 2002, respectively, on
equity securities resulting from significant declines in their value that were
considered other than temporary due to the financial condition and near term
prospects of the issuers of the equity securities. A significant portion of
the impairment charge for the nine month period was related to Seisint, Inc.
During 1999, the Company entered into a strategic relationship with Seisint
Inc. and invested $10 million in cash and issued 848,364 shares of Class A
common stock for $15 million of Seisint, Inc. common stock. Seisint is a
privately held technology company, which provides marketing information,
application solutions and customer relationship management applications. The
Company anticipated benefits from this strategic relationship through the
exchange of ideas and cooperation in the development by Seisint of technology
and support systems for use by financial institutions. Additionally, both Alan
B. Levan and John E. Abdo were directors of Seisint and each acquired direct
and indirect interests in Seisint common stock. Because Seisint did not meet
the objectives of its business plan or financial performance goals, the Company
performed an evaluation of its investment in Seisint to determine if there was
an other than temporary decline in value associated with this investment. As a
consequence of this evaluation, the Company wrote off its entire $15 million
investment in Seisint during June 2002.

The Company recognized a $5,000 and $700,000 impairment charge associated
with equity securities during the three and nine-month periods ended September
30, 2001. As a result of these losses, the Company has revised its policy for
holding company equity investments. Any future equity investments will be
limited to liquid securities and will be subject to significant concentration
restrictions. At September 30, 2002 parent company equity investments totaled
$4.9 million.

During the three months ended September 30, 2002 and 2001 the Company
accrued $0 and $513,000 of compensation expense related to the Ryan Beck
retention pool. The participants accounts in the Ryan Beck retention pool
vested on June 28, 2002. During the nine months ended September 30, 2002 and
2001, the Company accrued $1.0 million and $1.5 million of compensation expense
related to the Ryan Beck retention pool established in connection with the
Companys acquisition of Ryan Beck in 1998. Also included in compensation
expense for the nine months ended September 30, 2002 was $2.0 million of
acquisition related expenses associated with the Gruntal transaction.

The impairment of goodwill in 2001 related to the Companys 1998
acquisition of Leasing Technology, Inc. (LTI). We concluded, during the
third quarter of 2001, that LTI would not meet our performance expectations.
As a consequence we closed down the offices of LTI and ceased the origination
of leases.

Goodwill amortization during the three months ended September 30, 2001
represents the amortization of goodwill associated with all acquisitions. Upon
the implementation of Financial Accounting Standard Number 142 on January 1,
2002, we discontinued the amortization of goodwill. We will evaluate goodwill
for impairment in subsequent periods in accordance with FASB Statement 142.

Other expenses for the three months ended September 30, 2002 and 2001
primarily consist of professional fees. Included in other expenses for the
three and nine months ended September 30, 2001 was a $389,000 write-off of
deferred

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BankAtlantic Bancorp, Inc.

offering costs associated with the redemption of subordinated investment
notes. Included in other expenses for the nine months ended September 30, 2002
was $410,000 of fees paid to Ryan Beck in connection with the underwriting of
the Companys securities.

Financial Condition

Our total assets at September 30, 2002 were $5.7 billion compared to $4.7
billion at December 31, 2001. The increase in total assets primarily resulted
from:



| |  |  | The acquisition of Community Savings, which added approximately $969 million in assets.                                                                                                                                                                
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Gruntal transaction which added $165 million in assets which were primarily trading securities.                                                                                                                                                    
|
| |  |  | A $60.0 million investment in Bluegreen Corporation, a New York
Stock Exchange listed company which engages in the acquisition,
development, marketing and sale of primarily drive-to vacation
interval resorts, golf communities and residential land.
|
| |  |  | The purchase of a $14.3 million office facility to consolidate
BankAtlantics headquarters and back office operations into a
centralized facility.                                                                                                     
|
| |  |  | Goodwill associated with the Community acquisition partially
offset by the impairment of goodwill assigned to the Ryan Beck
reportable segment.                                                                                                        
|
| |  |  | The origination of commercial real estate and home equity
loans.                                                                                                                                                                                       
|
| |  |  | Increases in real estate held for development and sale and
joint venture activities due to an increase in Levitt and Sons real
estate inventory and the purchase of land for development by Core
Communities.                                          
|
| |  |  | Increases in deferred tax assets related to the impairment of securities.                                                                                                                                                                              
|
| |  |  | Increases in cash and due from depository institutions due to higher in-transit cash letter balances.                                                                                                                                                  
|
| |  |  | Higher other assets balances associated with the acquisition
and issuance of forgivable loans associated with the Gruntal
transaction.                                                                                                                 

The above increases in total assets were partially offset by:



| |  |  | Decreased balances of residential loans due to accelerated loan
repayments.                                                  
| | - |  | -----------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Continued run-off in the syndications, leasing, international
and indirect lending areas, which were discontinued activities.
|
| |  |  | Reduction in securities available for sale related to the sale
of $152.1 million of mortgage backed securities.              

The Companys total liabilities at September 30, 2002 were $5.3 billion
compared to $4.2 billion at December 31, 2001.

The increase in total liabilities primarily resulted from:



| |  |  | The acquisition of Community Savings, which added approximately $799 million in liabilities.                                                
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Gruntal transaction, which added approximately $134 million in liabilities.                                                             
|
| |  |  | The issuance in the aggregate of $115.4 million of trust preferred securities.                                                              
|
| |  |  | Higher due to clearing agent liability associated with Ryan Beck trading activities.                                                        
|
| |  |  | Additional borrowings from the Companys bank line of credit
and at Levitt Companies to fund land purchases and its investment in
Bluegreen.
|
| |  |  | Increased other liabilities related to a higher accrued
expenses and compensation associated with the Gruntal transaction.                  

The above increases in total liabilities were partially offset by:



| |  |  | Lower short term borrowings associated with an increase
in FHLB advance obligations and higher deposit balances.
| | - |  | ----------------------------------------------------------------------------------------------------------------
|
| |  |  | A decrease in securities sold not yet purchased
associated with Ryan Beck trading activities.                   

Liquidity and Capital Resources

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BankAtlantic Bancorp, Inc.

The Companys principal source of liquidity is dividends from
BankAtlantic. The Company also obtains funds through the issuance of equity
securities, sales of securities available for sale, borrowings from financial
institutions and issuance of debt securities. The Companys annual debt service
at September 30, 2002 associated with its subordinated debentures, Trust
Preferred Securities, and financial institution borrowings was $20.6 million.
The Companys estimated current annual dividends to common shareholders are
approximately $7.2 million, of which $5.2 million has been declared and paid
during 2002. The declaration and payment of dividends and the ability of the
Company to meet its debt service obligations will depend upon, among other
things, the results of operations, financial condition and cash requirements of
the Company as well as indenture restrictions and loan covenants and on the
ability of BankAtlantic to pay dividends to the Company, which payments are
subject to OTS approval and regulations and based upon BankAtlantics
regulatory capital levels and net income. During 2001, the Company received
$22.2 million of dividends from BankAtlantic.

In September 2002, the Company participated in two pooled trust preferred
securities offerings in which $35 million of trust preferred securities were
issued in two separate transactions. The trust preferred securities pay
interest quarterly at a floating rate equal to 3-month LIBOR plus 340 basis
points. The securities are redeemable after September 2007 and are due
September 2032. The net proceeds to the Company from the Trust Preferred
Securities offerings after underwriting discounts and expenses were
approximately $34 million. The Company used the proceeds from the trust
preferred securities offerings, as well as additional revolving line of credit
borrowing, to redeem $43.7 million of its 9.5% trust preferred securities on
November 12, 2002, at par plus accrued and unpaid distributions through the
redemption date. This redemption resulted in a $1.2 million loss associated
with the write-off of deferred offering costs. The funds for the redemption of
the trust preferred securities were obtained from the issuance of $35 million
of LIBOR based trust preferred securities and additional revolving line of
credit borrowings. The annual debt service on the 9.5% trust preferred
securities which were redeemed was $4.2 million.

Certain covenants contained in a Levitt Companies loan agreement prohibit
it from paying dividends to the Company. Ryan Beck has not paid dividends to
the Company and it is not anticipated that Ryan Beck will pay dividends to the
Company during 2002.

The Company maintains a revolving credit facility of $30 million with an
independent financial institution. The credit facility contains customary
covenants, including financial covenants relating to regulatory capital and
maintenance of certain loan loss reserves and is secured by the common stock of
BankAtlantic. In April 2002 the Company borrowed $29.9 million under this
credit facility to fund Levitt Companies investment in Bluegreen Corporation.
In June 2002 the Company used a portion of the proceeds from its participation
in a pooled trust preferred securities offering to reduce outstanding
borrowings under this credit facility to $16 million. As a consequence of the
Community acquisition, the Company requested and received from the lender under
the credit facility certain waivers of financial covenants through December 31,
2002. The Company does not believe that it will need additional waivers
beyond December 31, 2002. Amounts outstanding accrue interest at the prime
rate minus 50 basis points and the facility matures on September 1, 2004.

BankAtlantics primary sources of funds during the nine-months of 2002
were from principal collected on loans, securities available for sale and
investment securities held to maturity, sales of securities available for sale,
borrowings from FHLB advances, securities sold under agreements to repurchase,
sales of property and equipment, real estate held for sale and REO, capital
contributions from BankAtlantic Bancorp and deposit inflows. These funds were
primarily utilized to fund operating expenses and deposit outflows, and to fund
or purchase loans, FHLB stock, tax certificates, and securities available for
sale and to acquire Community. At September 30, 2002, BankAtlantic met all
applicable liquidity and regulatory capital requirements.

In October 2002, BankAtlantic issued $22 million of its floating rate
subordinated debentures due 2012. The Subordinated Debentures pay interest
quarterly at a floating rate equal to 3-month LIBOR plus 345 basis points and
are redeemable after October 2007 at a redemption price based upon then
prevailing market interest rates. The net proceeds will be used by
BankAtlantic for general corporate purposes to support asset growth. The
Subordinated Debentures were issued by BankAtlantic in a private transaction as
part of a larger pooled securities offering. The debentures currently qualify
for inclusion in BankAtlantics total risk based capital.

BankAtlantics commitments to originate and purchase loans at September
30, 2002 were $470.7 million and $85.0 million compared to $210.1 million and
$20.4 million at September 30, 2001. Additionally, BankAtlantic had
commitments to purchase mortgage-backed securities of $144.6 million at
September 30, 2001 and zero at September 30, 2002. At September 30, 2002, loan
commitments represented approximately 15.3% of net loans receivable, net.

36



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##### Table of Contents



BankAtlantic Bancorp, Inc.

At the indicated date BankAtlantics capital amounts and ratios were
(dollars in thousands):

|                          |  |        |         |             |  |             |       |       |  |                |      |   |  |  |       |  
|------------------------- |  | ------ | ------- | ----------- |  | ----------- | ----- | ----- |  | -------------- | ---- | - |  |  | ----- | -
|                          |  |        |         |             |  |             |       |       |  | Minimum Ratios
|                          |  |        |         |             |  |             |       |       |  |               
|                          |  | Actual |         | Adequately  |  | Well       
|                          |  |        |         | Capitalized |  | Capitalized
|                          |  | Amount |         | Ratio       |  | Ratio       |       | Ratio
|                          |  |        |         |             |  |             |       |      
|At September 30, 2002:    |  |        |         |             |  |             |       |       |  |                |      |   |  |  |       |  
|Total risk-based capital  |  | $      | 395,035 |             |  |             | 10.83 | %     |  |                | 8.00 | % |  |  | 10.00 | %
|Tier 1 risk-based capital |  | $      | 349,410 |             |  |             | 9.58  | %     |  |                | 4.00 | % |  |  | 6.00  | %
|Tangible capital          |  | $      | 349,410 |             |  |             | 6.85  | %     |  |                | 1.50 | % |  |  | 1.50  | %
|Core capital              |  | $      | 349,410 |             |  |             | 6.85  | %     |  |                | 4.00 | % |  |  | 5.00  | %
|At December 31, 2001:     |  |        |         |             |  |             |       |       |  |                |      |   |  |  |       |  
|Total risk-based capital  |  | $      | 383,295 |             |  |             | 12.90 | %     |  |                | 8.00 | % |  |  | 10.00 | %
|Tier 1 risk-based capital |  | $      | 346,057 |             |  |             | 11.65 | %     |  |                | 4.00 | % |  |  | 6.00  | %
|Tangible capital          |  | $      | 346,057 |             |  |             | 8.02  | %     |  |                | 1.50 | % |  |  | 1.50  | %
|Core capital              |  | $      | 346,057 |             |  |             | 8.02  | %     |  |                | 4.00 | % |  |  | 5.00  | %

Savings institutions are also subject to the provisions of the Federal
Deposit Insurance Corporation Improvement Act of 1991 (FDICIA). Regulations
implementing the prompt corrective action provisions of FDICIA define specific
capital categories based on FDICIAs defined capital ratios, as discussed more
fully in our Annual Report on Form 10-K for the year ended December 31, 2001.

Our wholly owned subsidiary, Ryan Beck, is subject to the net capital
provision of Rule 15c3-1 under the Securities Exchange Act of 1934, which
requires that Ryan Becks aggregate indebtedness shall not exceed 15 times net
capital as defined under such provision. Additionally, Ryan Beck, as a market
maker, is subject to supplemental requirements of Rule 15c3-1(a)4, which
provides for the computation of net capital to be based on the number and price
of issues in which markets are made by Ryan Beck, not to exceed $1,000,000. At
September 30, 2002, Ryan Becks regulatory net capital was approximately $12.3
million, which exceeded minimum net capital rule requirements by $11.3 million.

Ryan Beck operates under the provisions of paragraph (K)(2)(ii) of Rule
15c3-3 of the Securities and Exchange Commission as a fully-disclosed broker
and, accordingly, customer accounts are carried on the books of the clearing
broker. However, Ryan Beck safekeeps and redeems municipal bond coupons for the
benefit of its customers. Accordingly, Ryan Beck is subject to the provisions
of SEC Rule 15c3-3 relating to possession or control and customer reserve
requirements and was in compliance with such provisions at September 30, 2002.

Levitt Companies primary source of funds during the nine months ended
September 30, 2002 were proceeds from the sale of real estate inventory,
capital contributions and borrowings from BankAtlantic Bancorp and borrowings
from financial institutions. These funds were primarily utilized to purchase
real estate inventory, repay borrowings and invest in Bluegreen Corporation.
In April 2002, Levitt Companies received an $18.6 million capital contribution
and borrowed $30 million from the Company. Levitt Companies utilized these
funds plus $5.1 million of working capital to purchase a 35% interest in
Bluegreen Corporations common stock. Levitt Companies borrowings with
financial institutions require Levitt Companies to comply with certain
financial covenants during the term of the agreements. At September 30, 2002
Levitt Companies was in compliance with all loan agreement financial covenants.

37



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BankAtlantic Bancorp, Inc.




Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is defined as the risk of loss arising from adverse changes in
market valuations that arise from interest rate risk, foreign currency exchange
rate risk, commodity price risk and equity price risk. Our primary market risk
is interest rate risk and our secondary market risk is equity price risk.

Interest Rate Risk

The majority of our assets and liabilities are monetary in nature,
subjecting us to significant interest rate risk which would arise if the
relative values of each of our assets and liabilities changed in conjunction
with a general rise or decline in interest rates. We have developed a model
using standard industry software to quantify our interest rate risk. A
sensitivity analysis was performed measuring our potential gains and losses in
net portfolio fair values of interest rate sensitive instruments at September
30, 2002 resulting from a change in interest rates. Interest rate sensitive
instruments included in the model were our:



| |  |  | Loan portfolio,                                
| | - |  | -----------------------------------------------
|
| |  |  | Debt securities available for sale,            
|
| |  |  | Investment securities,                         
|
| |  |  | FHLB stock,                                    
|
| |  |  | Federal Funds sold,                            
|
| |  |  | Deposits,                                      
|
| |  |  | Advances from FHLB,                            
|
| |  |  | Securities sold under agreements to repurchase,
|
| |  |  | Federal Funds purchased,                       
|
| |  |  | Notes and Bonds payable                        
|
| |  |  | Subordinated Debentures,                       
|
| |  |  | Trust Preferred Securities,                    
|
| |  |  | Forward contracts,                             
|
| |  |  | Interest rate swaps, and                       
|
| |  |  | Off-balance sheet loan commitments.            

The model calculates the net potential gains and losses in net portfolio fair value by:



| | (i)   |  | discounting anticipated cash flows from existing
assets, liabilities and off-balance sheet contracts at market
rates to determine fair values at September 30, 2002, and
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | discounting the above expected cash flows based on
instantaneous and parallel shifts in the yield curve to
determine fair values.                                       
|
| | (iii) |  | The difference between the fair value calculated
in (i) and (ii) is the potential gain or loss in net portfolio
fair values.                                            

Management has made estimates of fair value discount rates that it
believes to be reasonable. However, because there is no quoted market for many
of these financial instruments, management has no basis to determine whether
the fair value presented would be indicative of the value negotiated in an
actual sale. BankAtlantics fair value estimates do not consider the tax effect
that would be associated with the disposition of the assets or liabilities at
their fair value estimates
38Table of Contents

BankAtlantic Bancorp, Inc.

Presented below is an analysis of the Companys interest rate risk at
September 30, 2002 as calculated utilizing the Companys model. The table
measures changes in net portfolio value for instantaneous and parallel shifts
in the yield curve in 100 basis point increments up or down.

|                       |   |        |           |         |  |   |          |   | 
|---------------------- | - | ------ | --------- | ------- |  | - | -------- | - | 
|                       |   |        | Net       |         |  |   |         
|                       |   |        | Portfolio |         |  |   |         
|Changes                |   | Value  |           | Dollar 
|in Rate                |   | Amount |           | Change 
|                       |   |        |           |        
|(dollars in thousands)
|+200 bp                |   | $      | 521,652   |         |  | $ | 39,853   |  
|+100 bp                |   | $      | 523,635   |         |  | $ | 41,836   |  
|                       | 0 |        | $         | 481,799 |  |   | $        | 0 | 
|-100 bp                |   | $      | 411,516   |         |  | $ | (70,283  | )
|-200 bp                |   | $      | 335,340   |         |  | $ | (146,459 | )

In preparing the above table, the Company makes various assumptions to
determine the net portfolio value at the assumed changes in interest rate.
These assumptions include:



| |  |  | loan prepayment rates,                                                               
| | - |  | -------------------------------------------------------------------------------------
|
| |  |  | deposit decay rates,                                                                 
|
| |  |  | market values of certain assets under the representative interest rate scenarios, and
|
| |  |  | re-pricing of certain deposits and borrowings                                        

It was also assumed that delinquency rates would not change as a result of
changes in interest rates although there can be no assurance that this would be
the case. Even if interest rates change in the designated increments, there
can be no assurance that our assets and liabilities would be impacted as
indicated in the table above. In addition, a change in U.S. Treasury rates in
the designated amounts, accompanied by a change in the shape of the yield
curve, could cause significantly different changes to the fair values than
indicated above. Furthermore, the result of the calculations in the preceding
table are subject to significant deviations based upon actual future events,
including anticipatory or reactive measures which we may take in the future.

Equity Price Risk

The Company maintains a portfolio of trading and available for sale
securities which subjects the Company to equity pricing risks. The change in
fair values of equity securities represents instantaneous changes in all equity
prices segregated by trading securities, securities sold not yet purchased and
available for sale securities. The following are hypothetical changes in the
fair value of our securities sold, not yet purchased, trading and available for
sale securities at September 30, 2002 based on percentage changes in fair
value. Actual future price appreciation or depreciation may be different from
the changes identified in the table below.

|           |  |                        |         |               |  |           |       |            |  |   |         |   |  |   |         |  
|---------- |  | ---------------------- | ------- | ------------- |  | --------- | ----- | ---------- |  | - | ------- | - |  | - | ------- | -
|           |  |                        |         |               |  | Available |       | Securities |  |   |         |  
|Percent    |  | Trading                |         | for Sale      |  | Sold Not  |       |            |  |  
|Change in  |  | Securities             |         | Securities    |  | Yet       |       | Dollar    
|Fair Value |  | Fair Value             |         | Fair Value    |  | Purchased |       | Change    
|           |  |                        |         |               |  |           |       |           
|           |  | (As Restated           |         | (As Restated) |  |           |       |            |  |   |         |  
|           |  |                        |         |               |  |           |       |            |  |   |         |   |  |  
|           |  | (dollars in thousands) |         |               |  |           |       |            |  |  
|20%        |  | $                      | 214,529 |               |  | $         | 1,790 |            |  | $ | (39,641 | ) |  | $ | 29,446  |  
|10%        |  | $                      | 196,651 |               |  | $         | 1,641 |            |  | $ | (36,337 | ) |  | $ | 14,723  |  
|0%         |  | $                      | 178,774 |               |  | $         | 1,492 |            |  | $ | (33,034 | ) |  | $ |        |  
|(10)%      |  | $                      | 160,897 |               |  | $         | 1,343 |            |  | $ | (29,731 | ) |  | $ | (14,723 | )
|(20)%      |  | $                      | 143,019 |               |  | $         | 1,194 |            |  | $ | (26,427 | ) |  | $ | (29,446 | )

39



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BankAtlantic Bancorp, Inc.

Excluded from the above table are $3.4 million of investments in private
companies for which no current market exists. The ability to realize on or
liquidate our investments will depend on future market conditions and is
subject to significant risk.

Ryan Beck, in its capacity as a market-maker and dealer in corporate and
municipal fixed-income and equity securities, may enter into transactions in a
variety of cash and derivative financial instruments in order to facilitate
customer order flow and hedge market risk exposures. These financial
instruments include securities sold, not yet purchased and futures contracts.
Securities sold, not yet purchased represent obligations of the Company to
deliver specified financial instruments at contracted prices, thereby creating
a liability to purchase the financial instrument in the market at prevailing
prices. Accordingly, these transactions result in off-balance-sheet risk as the
Companys ultimate obligation may exceed the amount recognized in the
Consolidated Statement of Financial Condition.




Item 4. Controls and Procedures



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.
Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosures controls and procedures
are effective to ensure that all material information relating to us and
our consolidated subsidiaries required to be included in this quarterly
report has been made known to them in a timely fashion. No significant
changes were made in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of their
evaluation.

40



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##### Table of Contents



BankAtlantic Bancorp, Inc.




PART II  OTHER INFORMATION




Item 1. Legal Proceedings

In April 2002, Ryan, Beck & Co., a subsidiary of the Company,
acquired certain of the assets and assumed certain of the liabilities of
Gruntal & Co., LLC (Gruntal). Ryan Beck has been named as a defendant
in a number of arbitration claims filed by former Gruntal clients whose
claims arose prior to the transaction date. Ryan Beck has been named in
these actions as a successor in interest to Gruntal. In some instances
the former Gruntal brokers against whom the claims relate are now employed
by Ryan Beck and in other instances the brokers are not employed by Ryan
Beck. Ryan Beck did not assume any of the liabilities associated with
these actions in the Gruntal transaction. While the Company does not
consider any individual action to be material, an adverse result in a
number of these actions in the aggregate could adversely effect the
Companys historical financial statements. In October 2002 Gruntal filed
for bankruptcy protection under Chapter 11 of the Federal Bankruptcy Laws.




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits | 
|--- |  | -------- | 



| |  | Exhibit 10.1 | Amended and Restated Declaration of Trust of BBC Capital Statutory Trust IV                                           
| |  | ------------ | ----------------------------------------------------------------------------------------------------------------------
|
| |  | Exhibit 10.2 | Indenture for the Companys Floating Rate Junior Subordinated Deferrable Interest Debentures due 2032                 
|
| |  | Exhibit 10.3 | Amended and Restated Trust Agreement of BBC Capital Trust V                                                           
|
| |  | Exhibit 10.4 | Indenture for the Companys Floating Rate Junior Subordinated Notes due 2032                                          
|
| |  | Exhibit 11   | Statement re: Computation of Per Share Earnings                                                                       
|
| |  | Exhibit 99.1 | Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
| |  | Exhibit 99.2 | Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



| |  |  | Form 8-K filed on October 2, 2002 for the purpose of announcing the sale
of $35 million of trust preferred securities.                                                                                                        
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Form 8-K filed on October 10, 2002 for the purpose of announcing the call
for redemption of $43.7 million of 9.5% trust preferred securities.                                                                                 
|
| |  |  | Form 8-K filed on October 11, 2002 for the purpose of disclosing the
cumulative effect of a change in accounting principle upon the adoption of
FASB Statement 142, Goodwill and Other Intangible Assets on January 1,
2002.

41



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##### Table of Contents



BankAtlantic Bancorp, Inc.




Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

BANKATLANTIC BANCORP, INC.

|                  |  |     |  |                          
|----------------- |  | --- |  | -------------------------
|February 21, 2003 |  | By: |  | /s/Alan B. Levan         
|                  |  |     |  |                          
|Date              |  |     |  | Alan B. Levan            
|                  |  |     |  | Chief Executive Officer/ 
|                  |  |     |  | Chairman/President       
|                  |  |     |  |                          
|February 21, 2003 |  | By: |  | /s/James A. White        
|                  |  |     |  |                          
|Date              |  |     |  | James A. White           
|                  |  |     |  | Executive Vice President,
|                  |  |     |  | Chief Financial Officer  

42



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##### Table of Contents



I, James A. White, certify that:



| | 1. |  | I have reviewed this quarterly report on Form
10-Q/A of BankAtlantic Bancorp, Inc.;                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements,
and other financial information included in this quarterly
report, fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;                   
|
| | 4. |  | The registrants other certifying officers and I
are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:                                                                                                     

|   |  |                                                                                                                                                                                                                                                                                                
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. |  | designed such disclosure controls and
procedures to ensure that material information relating
to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
quarterly report is being prepared;
|  
|b. |  | evaluated the effectiveness of the
registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                  
|  
|c. |  | presented in this quarterly report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I
have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants
board of directors (or persons performing the equivalent
function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   |  |                                                                                                                                                                                                                                                                                               
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. |  | all significant deficiencies in the
design or operation of internal controls which could
adversely affect the registrants ability to record,
process, summarize and report financial data and have
identified for the registrants auditors any material
weaknesses in internal controls; and
|  
|b. |  | any fraud, whether or not material,
that involves management or other employees who have a
significant role in the registrants internal controls;
and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I
have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                       
|-----------------------------------------------------------------------
|Date: February 21, 2003                                                
|                                                                       
|By:/s/ James A. White
     James A. White,
     Chief Financial Officer

43



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##### Table of Contents



I, Alan B. Levan, certify that:



| | 1. |  | I have reviewed this quarterly report on Form
10-Q/A of BankAtlantic Bancorp, Inc.;                                                                                                                                                                                                                                           
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements,
and other financial information included in this quarterly
report, fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;                   
|
| | 4. |  | The registrants other certifying officers and I
are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:                                                                                                     

|   |  |                                                                                                                                                                                                                                                                                                
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. |  | designed such disclosure controls and
procedures to ensure that material information relating
to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
quarterly report is being prepared;
|  
|b. |  | evaluated the effectiveness of the
registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                  
|  
|c. |  | presented in this quarterly report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I
have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants
board of directors (or persons performing the equivalent
function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   |  |                                                                                                                                                                                                                                                                                               
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. |  | all significant deficiencies in the
design or operation of internal controls which could
adversely affect the registrants ability to record,
process, summarize and report financial data and have
identified for the registrants auditors any material
weaknesses in internal controls; and
|  
|b. |  | any fraud, whether or not material,
that involves management or other employees who have a
significant role in the registrants internal controls;
and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I
have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                    
|--------------------------------------------------------------------
|Date: February 21, 2003                                             
|                                                                    
|By:/s/Alan B. Levan
     Alan B. Levan,
     Chief Executive Officer

44