SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ---------------------------

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

                For the quarterly period ended September 30, 2000

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

                           1750 East Sunrise Boulevard
                          Ft. Lauderdale, Florida 33304
                          -----------------------------
               (Address of principal executive offices) (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 8, 2000
  -------------------                                       ----------------
  Class A Common Stock, par value $0.01 per share              31,698,220
  Class B Common Stock, par value $0.01 per share                       1



<PAGE>

 BankAtlantic Bancorp, Inc.






                                TABLE OF CONTENTS



  FINANCIAL INFORMATION ....................................   Page Reference

    Financial Statements ...................................        1-11

     Consolidated Statements of Financial Condition -
        September 30, 2000 and 1999 and December 31,
        1999 - Unaudited ...................................           4

     Consolidated Statements of Operations - for the
        Three and Nine Months Ended September 30, 2000
        and 1999 - Unaudited ...............................         5-6

     Consolidated Statements of Stockholders' Equity
        and Comprehensive Income - for the Nine Months
        Ended September 30, 2000 and 1999 - Unaudited ......         7-8

     Consolidated Statements of Cash Flows - for the
        Nine Months Ended September 30, 2000 and 1999
        - Unaudited ........................................        9-11

     Notes to Consolidated Financial Statements -
        Unaudited ..........................................       12-19

     Management's Discussion and Analysis of Financial
        Condition and Results of Operations ................       20-41


OTHER INFORMATION

     Submission of Matters to Vote of Securities Holders ..           42

     Exhibits and Report on Form 8K .......................           42

     Signatures ...........................................           43





<PAGE>


 BankAtlantic Bancorp, Inc.






















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<PAGE>

  BankAtlantic Bancorp, Inc.
<TABLE>
<CAPTION>

           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED

                                                   September 30,  December 31,  September 30,
                                                       2000           1999         1999
(In thousands, except share data)                  ------------   -----------   ------------
ASSETS
<S>                                                <C>            <C>           <C>

Cash and due from depository institutions ......   $   79,769     $   90,070    $   95,372
Federal Funds sold and securities purchased
 under resell agreements .......................        3,318            313         5,824
Tax certificates and other securities held
 to maturity ...................................      388,568        113,000        94,130
Loans receivable, net ..........................    2,673,191      2,469,472     2,352,847
Loans held for sale, net .......................       77,248        220,236       215,058
Securities available for sale, at market
 value .........................................      763,541        818,308       872,149
Trading securities, at market value ............       25,879         23,311        17,985
Accrued interest receivable ....................       40,901         30,594        29,184
Real estate held for development and sale
 and joint ventures ............................      157,255        149,964        75,148
Real estate owned, net .........................        5,282          3,951         3,327
Office properties and equipment, net ...........       59,004         55,473        56,314
Federal Home Loan Bank stock, at cost which
 approximates market value .....................       49,988         56,410        46,058
Deferred tax asset, net ........................       31,902         41,487        26,589
Cost over fair value of net assets acquired, net       50,898         53,553        54,729
Other assets ...................................       24,941         33,759        25,915
                                                   ----------     ----------    ----------
Total assets ...................................   $4,431,685     $4,159,901    $3,970,629
                                                   ==========     ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ........................................  $2,186,728     $2,027,892    $2,140,096
Advances from FHLB ..............................     979,749      1,098,186       921,135
Federal Funds purchased .........................      13,500          5,900        10,200
Securities sold under agreements to repurchase ..     623,795        423,223       328,210
Subordinated debentures, notes and bonds payable      227,100        228,773       186,544
Guaranteed preferred beneficial interests in the
 Company's Junior Subordinated Debentures .......      74,750         74,750        74,750
Advances by borrowers for taxes and insurance ...      11,022          2,595         9,131
Other liabilities ...............................      83,239         62,696        63,596
                                                   ----------     ----------    ----------
Total liabilities ...............................   4,199,883      3,924,015     3,733,662
                                                   ----------     ----------    ----------

Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000
 shares authorized: none issued and outstanding .           0              0             0
Class A Common Stock, $0.01 par value, authorized
 80,000,000 shares; issued  and  outstanding,
 31,698,220, 32,418,470 and 31,525,106 ..........         317            324           315
Class B Common Stock, $0.01 par value, authorized
 45,000,000 shares; issued and outstanding, 1,
 2 and 2 shares .................................          0              0             0
Additional paid-in capital ......................     103,953        145,501       140,134
Unearned compensation-restricted stock grants ...        (442)        (5,633)       (5,934)
Retained earnings ...............................     137,410        122,639       119,701
                                                   ----------     ----------    ----------
Total stockholders' equity before accumulated
 other comprehensive income .....................     241,238        262,831       254,216
Accumulated other comprehensive loss - net
 unrealized depreciation on securities
 available for sale-net of deferred income taxes       (9,436)       (26,945)      (17,249)
                                                   ----------     ----------    ----------
Total stockholders' equity ......................     231,802        235,886       236,967
                                                   ----------     ----------    ----------
Total liabilities and stockholders' equity ......  $4,431,685     $4,159,901    $3,970,629
                                                   ==========     ==========    ==========

                    See Notes to Consolidated Financial Statements - Unaudited
</TABLE>
                                               -4-
<PAGE>

  BankAtlantic Bancorp, Inc.
<TABLE>
<CAPTION>
                               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                              For the Three Months       For the Nine Months
(In thousands, except share data)                              Ended September 30,       Ended September 30,
                                                             ----------------------    ----------------------
                                                                2000         1999         2000         1999
INTEREST INCOME:                                             ---------    ---------    ---------    ---------
<S>                                                           <C>         <C>          <C>         <C>

 Interest and fees on loans and leases ....................   $  62,241    $  54,444    $ 182,089    $ 163,378
 Interest on banker's acceptances .........................         212          348          699          736
 Interest and dividends on securities available for sale ..      12,292       14,496       38,866       39,167
 Interest and dividends on tax certificates and other
  securities held to maturity and trading securities ......      10,293        3,936       20,754        9,886
                                                              ---------    ---------    ---------    ---------
Total interest income .....................................      85,038       73,224      242,408      213,167
                                                              ---------    ---------    ---------    ---------
INTEREST EXPENSE:
 Interest on deposits .....................................      24,070       20,525       66,175       57,645
 Interest on advances from FHLB ...........................      15,158       13,227       46,698       40,061
 Interest on securities sold under agreements to
  repurchase and federal funds purchased ..................      10,317        4,732       24,306       13,129
 Interest on subordinated debentures, guaranteed preferred
  interest in the Company's Junior Subordinated Debentures
  and notes and bonds payable .............................       7,570        5,176       21,091       14,875
 Capitalized interest .....................................      (1,400)        (171)      (4,926)        (503)
                                                              ---------    ---------    ---------    ---------
Total interest expense ....................................      55,715       43,489      153,344      125,207
                                                              ---------    ---------    ---------    ---------
Net interest income .......................................      29,323       29,735       89,064       87,960
Provision for loan losses .................................       6,696        8,223       22,016       19,056
                                                              ---------    ---------    ---------    ---------
Net interest income after provision for loan losses .......      22,627       21,512       67,048       68,904
                                                              ---------    ---------    ---------    ---------
NON_INTEREST INCOME:
 Loan late fees and other loan income .....................         981        1,404        3,088        3,893
 Gains (losses) on loans held for sale, net of write down .        (144)         759         (433)       1,626
 Gains on sales of property and equipment .................           0           34          240        1,494
 Gains (losses) on sales of securities available for
  sale, net of write down .................................          (8)          31          223        1,449
 Trading securities gains (losses) ........................         (16)          (5)           5          (59)
 Levitt  Corp. gains on sales of real estate and
  joint venture activities ................................       5,019           71       10,776        6,768
 Levitt Corp. utility expansion receivable sale ...........           0            0        4,265            0
 Ryan, Beck principal transactions ........................       2,993        3,680       11,994        8,384
 Ryan, Beck investment banking ............................       1,314       14,475        6,353       18,815
 Ryan, Beck commissions ...................................       4,875        4,422       16,539       10,429
 Transaction fees .........................................       3,351        3,480        9,823       10,499
 ATM fees .................................................       2,827        2,617        8,060        7,320
 Other ....................................................       1,341        1,426        4,150        3,924
                                                              ---------    ---------    ---------    ---------
Total non-interest income .................................      22,533       32,394       75,083       74,542
                                                              ---------    ---------    ---------    ---------
NON-INTEREST EXPENSE:
 Employee compensation/benefits excluding Ryan, Beck
  and Levitt Corp. ........................................      11,548        9,657       33,553       28,332
 Compensation in connection with corporate merger .........       1,320            0        1,320            0
 Employee compensation/benefits for Ryan, Beck and
  Levitt Corp. ............................................       9,583       12,556       30,800       25,875
 Occupancy and equipment ..................................       6,956        6,370       19,903       18,045
 Advertising and promotion ................................       1,953          972        6,089        2,665
 Foreclosed asset activity, net ...........................          24         (205)         299       (1,470)
 Amortization of cost over fair value of net assets
  acquired ................................................       1,018        1,015        3,058        2,984
 Other excluding Ryan, Beck and Levitt Corp. ..............       5,653        4,985       16,129       14,914
 Other for Ryan, Beck and Levitt Corp. ....................       4,515        3,824       14,813        9,788
                                                              ---------    ---------    ---------    ---------
Total non-interest expense ................................      42,570       39,174      125,964      101,133
                                                              ---------    ---------    ---------    ---------
 Income before income taxes, discontinued operations
  and extraordinary items .................................       2,590       14,732       16,167       42,313
 Provision for income taxes ...............................       1,391        5,842        6,284       16,622
                                                              ---------    ---------    ---------    ---------
 Income from continuing operations ........................       1,199        8,890        9,883       25,691
 Income from discontinued operations, net of taxes ........         165          373          424        1,174
                                                              ---------    ---------    ---------    ---------
 Income before extraordinary items ........................       1,364        9,263       10,307       26,865
 Extraordinary items, net of taxes ........................       3,966            0        7,432            0
                                                              ---------    ---------    ---------    ---------
Net Income ................................................   $   5,330    $   9,263    $  17,739    $  26,865
                                                              =========    =========    =========    =========

                      See Notes to Consolidated Financial Statements - Unaudited (Continued)

</TABLE>
                                                      -5-
<PAGE>
BankAtlantic Bancorp, Inc.

<TABLE>
<CAPTION>
                              CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

                                                                For the Three Months        For the Nine Months
                                                                 Ended September 30,        Ended September 30,
                                                             -------------------------   -------------------------
                                                                2000            1999         2000         1999
                                                             -----------   -----------   -----------   -----------
CLASS A COMMON SHARES
<S>                                                          <C>           <C>           <C>           <C>

Basic earnings per share from continuing operations ......   $      0.03   $      0.22   $      0.25   $      0.64
Basic earnings per share from discontinued operations ....          0.01          0.01          0.01          0.03
Basic earnings per share from extraordinary items ........          0.10          0.00          0.19          0.00
                                                             -----------   -----------   -----------   -----------
Basic earnings per share .................................   $      0.14   $      0.23   $      0.45          0.67
                                                             ===========   ===========   ===========   ===========

Diluted earnings  per share from continuing operations ...   $      0.03$         0.18$         0.24$         0.51
Diluted earnings  per share from discontinued operations .          0.01          0.00          0.01          0.02
Diluted earnings  per share from extraordinary items .....          0.10          0.00          0.13          0.00
                                                             -----------   -----------   -----------   -----------
Diluted earnings  per share ..............................   $      0.14   $      0.18   $      0.38   $      0.53
                                                             ===========   ===========   ===========   ===========

Basic weighted average number of common shares outstanding    31,588,054    30,583,412    31,544,733    30,554,979
                                                             ===========   ===========   ===========   ===========
Diluted weighted average number of common and common
  equivalent shares outstanding ..........................    31,722,395    48,762,287    47,702,745    48,764,910
                                                             ===========   ===========   ===========   ===========

CLASS B COMMON SHARES
Basic earnings  per share from continuing operations .....   $    106.19   $    985.51   $  1,074.57   $  2,877.61
Basic earnings per share from discontinued operations ....         19.04         41.40         47.31        130.24
Basic earnings per share from extraordinary items ........        457.63          0.00        829.30          0.00
                                                             -----------   -----------   -----------   -----------
Basic earnings  per share ................................   $    582.86   $  1,026.91   $  1,951.18   $  3,007.85
                                                             ===========   ===========   ===========   ===========


Diluted earnings per share from continuing operations ....   $    103.64   $    811.57   $  1,143.34   $  2,385.43
Diluted earnings per share from discontinued operations ..         18.86         28.14         33.44         88.48
Diluted earnings per share from extraordinary items ......        453.53          0.00        586.13          0.00
                                                             -----------   -----------   -----------   -----------
Diluted earnings per share ...............................   $    576.03   $    839.71   $  1,762.91   $  2,473.91
                                                             ===========   ===========   ===========   ===========


Basic weighted average number of common shares outstanding          1.53          2.11          1.86          2.12
                                                             ===========   ===========   ===========   ===========
Diluted weighted average number of common and common
  equivalent shares outstanding ..........................          1.58          2.25          1.94          2.27
                                                             ===========   ===========   ===========   ===========



                          See Notes to Consolidated Financial Statements - Unaudited
</TABLE>
                                                             -6-
<PAGE>
BankAtlantic Bancorp, Inc.
<TABLE>
<CAPTION>

                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


                                                                                                                Net
                                                                                                             Unrealized
                                                                                               Unearned      Appreci-
                                                                                                Compen-       ation
                                                                      Addi-                     sation     (Depreciation)
                                             Compre-                  tional                  Restricted    on Securities
                                             hensive     Common      Paid-in     Retained       Stock        Available
(In thousands)                               Income      Stock       Capital     Earnings       Grants       for Sale       Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>         <C>          <C>          <C>            <C>          <C>
BALANCE, DECEMBER 31, 1998 .............                $   270     $ 147,788    $ 95,818     $ (7,062)      $  3,626     $240,440
 Net income ............................   $ 26,865           0             0      26,865            0              0       26,865
                                           --------
 Other comprehensive income (loss),
  net of tax:
 Change in unrealized losses on
  securities available for sale ........    (20,170)
 Reclassification  adjustment for
  net gains included in net income .....       (705)
                                           --------
 Other comprehensive income ............    (20,875)
                                           --------
 Comprehensive income ..................   $  5,990
                                           ========
 Dividends on Class A Common Stock .....                      0             0      (2,182)           0              0       (2,182)
 Dividends on Class B Common Stock .....                      0             0        (746)           0              0         (746)
 Fair value of stock options granted
  to non-employees .....................                      0            69           0            0              0           69
 Exercise of Class A Common Stock
  options ..............................                      0           262           0            0              0          262
 Exercise of Class B Common Stock
  options ..............................                      1           301           0            0              0          302
 Tax effect relating to the exercise
  of stock options .....................                      0           124           0            0              0          124
 Purchase and retirement of Class A
  Common Stock .........................                    (10)       (8,384)          0            0              0       (8,394)
 Purchase and retirement of Class  B
  Common Stock .........................                     (2)       (1,562)          0            0              0       (1,564)
 Forfeited Class A restricted Common
  Stock ................................                      0           (89)          0           89              0            0
 Issuance of Class A Common Stock
  upon conversion of subordinated
  debentures ...........................                      0            30           0            0              0           30
 Stock dividend August 1999 ............                     54             0         (54)           0              0            0
 Unearned compensation - restricted
  stock grants .........................                      0           513           0         (513)             0            0
 Amortization of unearned compensation
  restricted stock grants ..............                      0             0           0        1,552              0        1,552
 Issuance of Class A restricted Common
  Stock for acquisitions ...............                      2         1,082           0            0              0        1,084
 Net change in unrealized depreciation
  on securities available for sale-net
  of deferred income taxes .............                      0             0           0            0        (20,875)     (20,875)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE, September 30, 1999 ............                $   315     $ 140,134    $119,701     $ (5,934)      $(17,249)    $236,967
===================================================================================================================================

                                See Notes to Consolidated Financial Statements - Unaudited (Continued)
</TABLE>
                                                                -7-
<PAGE>
BankAtlantic Bancorp, Inc.
<TABLE>
<CAPTION>

                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Continued)

                                                                                                                Net
                                                                                                             Unrealized
                                                                                               Unearned      Appreci-
                                                                                                Compen-       ation
                                                                      Addi-                     sation     (Depreciation)
                                             Compre-                  tional                  Restricted    on Securities
                                             hensive     Common      Paid-in     Retained       Stock        Available
(In thousands)                               Income      Stock       Capital     Earnings       Grants       for Sale       Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>         <C>          <C>          <C>            <C>          <C>
BALANCE, DECEMBER 31, 1999 .............                $   324     $ 145,501    $122,639     $ (5,633)      $(26,945)    $235,886
 Net income ............................   $ 17,739           0             0      17,739            0              0       17,739
                                           --------
 Other comprehensive income (loss),
  net of tax:
 Change in unrealized gains on
  securities available for sale ........     18,786
 Reclassification  adjustment for
  net gains included in net income .....     (1,277)
                                           --------
 Other comprehensive income ............     17,509
                                           --------
 Comprehensive income ..................   $ 35,248
                                           ========
 Dividends on Class A Common Stock .....                      0             0      (2,402)           0              0       (2,402)
 Dividends on Class B Common Stock .....                      0             0        (566)           0              0         (566)
 Exercise of Class A Common Stock
  options ..............................                      0            37           0            0              0           37
 Exercise of Class B Common Stock
  options ..............................                      6         2,126           0            0              0        2,132
 Tax effect relating to the exercise
  of stock options .....................                      0           100           0            0              0          100
 Purchase and retirement of Class B
  Common Stock .........................                     (7)       (4,357)          0            0              0       (4,363)
 Retirement of publicly traded Class B
  Common Stock pursuant to merger.......                      0       (33,050)          0            0              0      (33,050)
 Compensation in connection with
  corporate merger......................                      0         1,320           0            0              0        1,320
 Forfeited Class A restricted Common
  Stock ................................                      0          (123)          0          103              0          (20)
 Exchange of Class A restricted Common
  Stock for participation in deferred
  compensation plan ....................                     (7)       (7,779)          0        4,599              0       (3,187)
 Amortization of unearned compensation
  restricted stock grants ..............                      0             0           0          489              0          489
 Issuance of Class A restricted Common
  Stock for acquisitions ...............                      0           178           0            0              0          178
 Net change in unrealized depreciation
  on securities available for sale-net
  of deferred income taxes .............                      0             0           0            0         17,509       17,509
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE, September 30, 2000 ............                $   317     $ 103,953    $137,410     $   (442)      $ (9,436)    $231,802
===================================================================================================================================


                                 See Notes to Consolidated Financial Statements - Unaudited
</TABLE>
                                                             -8-
<PAGE>
BankAtlantic Bancorp, Inc.



               CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED


                                                   For the Nine Months
                                                   Ended September 30,
                                             -----------------------------
                                                 2000             1999
(In thousands, except share data)            ------------     ------------
Operating activities:
  Income from continuing operations ......   $   9,883         $  25,691
  Income from discontinued operations ....         424             1,174
  Extraordinary items ....................       7,432                 0
Adjustments to reconcile net income to net
 cash used in operating activities:
Provision for loan losses ................      22,016            19,056
Provision for losses on real estate owned           80               193
Depreciation, amortization and accretion,
  net ....................................      10,060            14,652
Write-off of deferred offering costs .....       1,314                 0
Decrease (increase) in deferred tax asset,
  net ....................................      (1,467)            6,657
Trading account (gains) losses ...........          (5)               59
Purchases of trading securities ..........           0               (31)
Proceeds from sales of trading securities            5               (59)
Decrease (increase) in trading securities
  owned - RBCO ...........................      (2,568)           12,051
Losses (gains) on sales of real estate
  owned ..................................          82            (1,933)
Change in real estate inventory ..........      (2,976)           (5,628)
Gains on sales of securities available
  for sale ...............................      (1,003)           (1,449)
Write-down of securities available for
  sale ...................................         780                 0
Loans held for sale valuation allowance ..         557                56
Gains on sales of property and equipment .        (240)           (1,494)
Proceeds from sales of loans held for sale      42,730           118,534
Funding of loans held for sale ...........     (28,093)          (54,211)
Loans purchased, classified as held for
  sale ...................................     (92,707)         (125,790)
Compensation in connection with corporate
  merger .................................       1,320                 0
Gains on sales of loans held for sale ....        (124)           (1,682)
Provision for tax certificate losses .....         675               373
Increase in accrued interest receivable ..     (10,307)           (1,413)
Decrease in other assets .................       3,601               541
Equity in losses (earnings) of
 unconsolidated real estate joint ventures      (1,089)           (1,140)
Increase (decrease) in other liabilities .      17,578           (26,095)
                                             ---------         ---------
Net cash used by operating activities ....     (22,042)          (21,888)
                                             ---------         ---------


     See Notes to Consolidated Financial Statements - Unaudited (Continued)


                                      -9-

<PAGE>
BankAtlantic Bancorp, Inc.



          CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Continued)

                                                         For the Nine Months
                                                         Ended September 30,
                                                     --------------------------
                                                         2000          1999
(In thousands, except share data)                    -----------    -----------

INVESTING ACTIVITIES:
Proceeds from redemption and maturities of tax
  certificates ...................................   $    85,972    $    44,017
Principal pay-downs on mortgage-backed securities
  held to maturity ...............................        10,360              0
Purchases of tax certificates and other securities      (136,793)       (82,475)
Proceeds from sales of securities available for
  sale ...........................................        89,810        224,026
Principal collected on securities available for
  sale ...........................................       135,456        196,044
Purchases of securities available for sale .......       (81,986)      (687,242)
Purchases of mortgage-backed securities held to
  maturity .......................................      (235,458)             0
Proceeds from sales of FHLB stock ................        14,627         13,380
FHLB stock acquired ..............................        (8,205)        (7,208)
Principal reduction on loans .....................       802,332      1,137,392
Loan fundings for portfolio ......................      (661,744)      (909,755)
Loans purchased for portfolio ....................      (172,445)      (105,112)
Proceeds from maturities of banker's acceptances .         8,742          8,195
Purchases of banker's acceptances ................        (2,898)       (16,963)
Proceeds from sales of real estate owned .........         3,711          9,898
REO acquired in connection with bulk residential
  loan purchases .................................             0         (1,025)
Mortgage servicing rights acquired ...............             0           (897)
Proceeds from sales of mortgage servicing rights .             0         32,648
Cost of equipment acquired for lease .............       (41,864)       (24,363)
Additions to office property and equipment .......        (8,816)        (4,588)
Proceeds from sales of property and equipment ....           422          2,451
Investment in and advances to joint ventures, net         (3,226)       (15,305)
Acquisition, net of cash acquired ................          (222)        (1,296)
                                                     -----------    -----------
Net cash used in investing activities ............      (202,225)      (188,178)
                                                     -----------    -----------
Financing activities:
Net increase in deposits .........................       101,567        157,857
Interest credited to deposits ....................        57,269         56,467
Repayments of FHLB advances ......................    (1,182,441)      (502,437)
Proceeds from FHLB advances ......................     1,064,004        379,000
Net increase in securities sold under agreements
  to repurchase ..................................       200,572        166,117
Net increase (decrease) in federal funds
  purchased ......................................         7,600         (8,300)
Repayment of notes payable .......................       (47,871)        (1,574)
Increase in notes payable ........................        62,306          5,085
Issuance of common stock relating to exercise
  of employee stock options ......................         2,169            564
Issuance of common stock options to non-employees              0             69
Retirement of subordinated debentures ............       (50,786)             0
Issuance of investment notes .....................        34,678              0
Payments to acquire and retire common stock ......        (4,363)        (9,958)
Payments to acquire and retire publicly held
  Class B Common Stock ...........................       (33,050)             0
Receipts (repayments) of advances by borrowers
  for taxes and insurance ........................         8,427        (29,512)
Common stock dividends paid ......................        (3,110)        (2,939)
                                                     -----------    -----------
Net cash provided by financing activities ........       216,971        210,439
                                                     -----------    -----------
Increase (decrease) in cash and cash equivalents .        (7,296)           373
Cash and cash equivalents at beginning of period .        90,383        100,823
                                                     -----------    -----------
Cash and cash equivalents at end of period .......   $    83,087    $   101,196
                                                     ===========    ===========

     See Notes to Consolidated Financial Statements - Unaudited (Continued)

                                      -10-
<PAGE>
BankAtlantic Bancorp, Inc.


          CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Continued)

                                                           For the Nine Months
                                                           Ended September 30,
                                                         ----------------------
                                                            2000        1999
(In thousands, except share data)                        ---------    ---------

SUPPLEMENTARY DISCLOSURE AND NON-CASH INVESTING AND
 FINANCING ACTIVITIES:
Interest paid on borrowings and deposits .............   $ 156,614    $ 118,918
Income taxes paid ....................................       2,466        5,000
Loans transferred to real estate owned ...............       5,204        4,957
Commercial non-mortgage loans held for investment
  transferred to held for sale .......................     123,868            0
Residential loans held for sale transferred to held
  for investment .....................................     221,757            0
Issuance of Class A Common Stock upon acquisitions ...         178        1,084
Loan charge-offs .....................................      20,027       18,715
Proceeds from sale of servicing offset by escrow
  reductions .........................................           0       23,703
Issuance of Class A Common Stock upon conversion
  of subordinated debt ...............................           0           30
Decrease in subordinated debt upon conversion to
  Class A Common Stock ...............................           0          (30)
Tax certificate charge-offs (recoveries), net ........         458         (156)
Changes in proceeds receivable from sales of
  mortgage servicing rights ..........................           0       (7,528)
Class A Common Stock dividends; not paid until October         801          758
Class B Common Stock dividends; not paid until October         113          228
Increase in equity for the tax effect related to the
  exercise of employee stock options .................         100          124
Change in net unrealized appreciation (depreciation)
  on securities available for sale ...................      28,561      (33,973)
Change in deferred taxes on net unrealized
  appreciation (depreciation) on securities available
  for sale ...........................................      11,052      (13,098)
Change in stockholders' equity from net unrealized
  appreciation (depreciation) on securities available
  for sale, less deferred income taxes ...............      17,509      (20,875)
Increase in real estate held for development and sale
  resulting from roadway improvement development bond            0        5,949
Reduction in stockholders' equity from the retirement
  of restricted stock ................................      (3,187)           0
Increase in other liabilities from the retirement of
  restricted stock ...................................       3,187            0
Loan to joint ventures transferred to loans receivable           0       20,758
Loan securitization ..................................      58,491       38,790



           See Notes to Consolidated Financial Statements - Unaudited

                                      -11-


<PAGE>
  BankAtlantic Bancorp, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1.   PRESENTATION OF INTERIM FINANCIAL STATEMENTS

     BankAtlantic  Bancorp,  Inc.  (the  "Company")  is a unitary  savings  bank
holding  company.  The Company's  principal  assets include the capital stock of
BankAtlantic,  a Federal Savings Bank  ("BankAtlantic") and its subsidiaries and
Ryan Beck & Co., Inc. ("RBCO"), an investment banking firm and its subsidiaries.
The Company's primary  activities have related to the operations of BankAtlantic
and RBCO and their  subsidiaries.  All  significant  intercompany  balances  and
transactions have been eliminated in consolidation.

     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, 2000,  December 31, 1999 and September 30,
1999 and the  consolidated  results of operations  for the three and nine months
ended  September 30, 2000 and 1999, the  consolidated  stockholders'  equity and
comprehensive  income; and the consolidated cash flows for the nine months ended
September 30, 2000 and 1999. Such adjustments consisted only of normal recurring
items except for the  extraordinary  items discussed in Note 2. 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  consolidated  financial
statements  appearing in the  Company's  Annual Report on Form 10-K for the year
ended  December  31, 1999 and the Form 10-Q for each of the periods  ended March
31, 2000 and June 30, 2000.


2.   SUBORDINATED  DEBENTURES,  INVESTMENT NOTES,  REVOLVING CREDIT FACILITY AND
     EQUITY CAPITAL

      On  August  17,  2000,  the  Company's  Class A and  Class B  shareholders
approved a transaction  which  resulted in the  redemption and retirement of all
publicly  held shares of Class B Common  Stock at a price of $6.00 per share and
that had the effect of converting BFC Financial  Corporation's  4,876,124 shares
of Class B Common  Stock into Class B Common Stock with an  equivalent  economic
value.  Pursuant to the transaction,  the Company paid $33.1 million  (including
$1.4  million of  transaction  expenses) to retire  5,275,752  shares of Class B
Common Stock. As a result of the transaction,  which was structured as a merger,
BFC  Financial  Corporation  became the sole holder of the Class B Common Stock.
The Class B Common Stock held by BFC represents 100% of the voting rights of the
Company.  Outstanding shares of Class B Common Stock were retroactively restated
to reflect the merger transaction.

      Outstanding options to purchase Class A Common Stock remained  exercisable
for the same  number  of shares of Class A Common  Stock of the  Company  as the
surviving  corporation for the same exercise price and upon the same terms as in
effect  before  the  merger.   Likewise,   the  Company's   6-3/4%   Convertible
Subordinated Debentures due 2006 and 5-5/8% Convertible  Subordinated Debentures
due 2007 remained  convertible  into the same number of shares of Class A Common
Stock of the Company as the surviving  corporation at the same conversion  price
and upon the same terms as in effect before the merger.

      The redemption and retirement of all publicly held  outstanding  shares of
Class B Common Stock pursuant to the merger transaction resulted in compensation
expense of $1.3 million for the three and nine months ended  September 30, 2000.
The compensation charge resulted from the exercise of options to acquire Class B
Common Stock six months before the merger date.

     On September 29, 2000,  the Company  completed a tender offer and purchased
$25 million aggregate principal amount of the Company's 5-5/8% Debentures for an
aggregate  purchase  price of $18.25  million.  The  Company  recognized  a $3.8
million  (net of  income  tax)  extraordinary  gain upon the  retirement  of the
Debentures.  During the third quarter of 2000 the Company purchased  $700,000 of
5-5/8%  Debentures in the secondary market and recognized an extraordinary  gain
of $158,000, net of tax.

     The  merger  transaction  and the  tender  offer were  funded  through  the
issuance  of  investment  notes and funds  obtained  from the  revolving  credit
facility  discussed below.

                                      -12-

<PAGE>
BankAtlantic Bancorp, Inc.

     On August 24, 2000, the Company closed on a revolving credit facility of up
to $20 million from an independent  financial  institution.  The credit facility
has a three year term and bears  interest  at prime minus 50 basis  points.  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.  At September  30,  2000,  the
credit facility had an outstanding balance of $19.96 million. The Company was in
compliance with all loan covenants at September 30, 2000.

     In January 2000, the Company commenced an offering of up to $150 million of
subordinated  investment notes. The Company  currently  anticipates that no more
than $50 million of investment notes will be outstanding at any time. No minimum
amount of  investment  notes  must be sold and the  Company  may  terminate  the
offering  at any time.  The  interest  rate and  maturity  date are  fixed  upon
issuance.  At  September  30, 2000 the Company had issued an  aggregate of $34.7
million of  investment  notes with  interest  rates  between  10% and 11.75% and
maturity dates between February 2002 and September 2002.

     The  following  table sets forth the  activity of all  outstanding  options
issued under the Company's stock option plans:

                                               Class B        Class A
                                              ----------    -----------
Outstanding at December 31, 1999 ..........    1,759,468     3,588,336
Issued (canceled) in connection with merger
 transaction...............................   (1,136,108)    1,704,148
  Exercised ...............................     (623,360)            0
  Granted .................................            0       350,000
  Canceled ................................            0       (92,652)
                                              ----------    ----------
Outstanding at September 30, 2000 .........            0     5,549,832
                                              ==========    ==========
Exercisable at September 30, 2000 .........            -     2,157,570
                                              ==========    ==========
Exercise price per share outstanding ......            -   $2.26-12.23
                                              ==========    ==========

     In August 2000, the Company's Class B Common Stock shareholder approved the
BankAtlantic  Bancorp 2000 non-qualifying stock option plan which authorized the
issuance of options to acquire up to 1,704,148  shares of Class A Common  Stock.
The plan was established pursuant to the merger transaction in order to exchange
options to acquire  Class B Common  Stock that was  converted in the merger into
options to acquire  Class A Common  Stock.  All  outstanding  options to acquire
Class B Common Stock were  exchanged  for  1,704,148  non-qualifying  options to
acquire  Class A Common Stock at an exercise  price ranging from $2.26 to $2.32,
based upon the exercise price of the relevant Class B option. The options issued
had  the  same  intrinsic  value  as  the  Class  B  options  canceled  and  had
substantially  the same terms and  conditions as the former  options to purchase
shares of Class B Common Stock, including vesting and term. The 1994 option plan
for the issuance of options to acquire Class B Common Stock was terminated.

     On  May  2,  2000,  the  Board  of  Directors  granted,   pursuant  to  the
BankAtlantic  Bancorp  1999 stock  option  plan,  incentive  stock  options  and
non-qualifying  stock options to purchase 317,500 shares of Class A Common Stock
to selected  officers and  directors  of the  Company.  The options vest in five
years and expire ten years  after the grant date  except for  options  issued to
non-officer  Directors which vested immediately and 34,064 options which vest 66
months  from the grant  date.  The  exercise  price for all of the above  option
grants was equal to the market value of the underlying  Common Stock at the date
of grant ($3.688) except for 90,000 options that were issued at 110% of the fair
market value at the date of the grant. Furthermore, during the nine months ended
September 30, 2000,  32,500  options to acquire Class A Common Stock were issued
to  selected  officers  with  exercise  prices  ranging  from $3.94 to $4.44 The
options were issued at market value at the date of the grant, vest in five years
and expire ten years after the grant date.

3. EARNINGS PER SHARE

     The Company is required to use the two-class  method to report earnings per
share. Under the two-class method net income is allocated to Class A and Class B
shares first by actual dividends paid for actual shares  outstanding  during the
period and secondly,  through the  allocation  of  undistributed  earnings.  The
allocation  of  undistributed  earnings  is  based on the  proportionate  equity
interest  of Class A and Class B shares  outstanding.  As a  consequence  of the
merger transaction, the Class B Common Stock is entitled to a distribution equal
and identical to the  distribution on 4,876,124  shares of Class A Common Stock.
The 110%  dividend  preference to Class A  shareholders  was not affected by the
transaction.  The basic and diluted  earnings per share amounts were  calculated
using the actual number of Class A and Class B Common Shares outstanding divided
by the amount of net income  allocated to the Class A and Class B Common  shares
based on their  proportionate  equity  interest.  Outstanding  shares of Class B
Common  Stock  during all  periods  were  retroactively  restated to reflect the
merger transaction.

                                      -13-

<PAGE>
  BankAtlantic Bancorp, Inc.

4. TRADING SECURITIES

     During the three and nine months  ended  September  30,  2000,  the Company
realized losses of $16,000 and gains of $5,000 on trading securities compared to
realized losses of $5,000 and $59,000 during the same 1999 period, respectively.
During  the  third  quarter  of 2000 the  Company  discontinued  its  government
securities and Euro-dollar  trading activities closing out all option and future
contracts.  These trading  activities did not meet the Company's  overall growth
and profit objectives.

     The RBCO losses and 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 RBCO. Transactions as principal
involve making  markets in securities  which are held in inventory to facilitate
sales  to and  purchases  from  customers.  Included  in  other  liabilities  at
September  30, 2000 and 1999 and  December  31,  1999 was $5.9  million and $3.5
million and $2.6 million,  respectively,  of securities  sold not yet purchased,
relating to RBCO trading activity.

     The Company's trading securities consist of the following (in thousands):

                                 September 30,   December 31,   September 30,
                                     2000            1999           1999
                                 ------------    -----------    ------------
Debt obligations:
  States and municipalities ..     $ 6,185         $13,961        $ 9,214
  Corporations ...............         707           1,085            756
  U.S. Government and agencies       4,944              29            256
  Corporate equities .........       3,004           8,236          7,728
  Certificates of deposit ....      11,039               0              0
  Option and future contracts            0               0             31
                                   -------         -------        -------
     Total ...................     $25,879         $23,311        $17,985
                                   =======         =======        =======

5.  LOANS HELD FOR SALE

     The Company  continuously  evaluates its business units for  profitability,
growth and overall efficiency.  As a result, the Company made a determination to
discontinue its capital markets  activities and its participation in syndication
lending.  BankAtlantic's  Capital Markets Group purchased residential loans with
the  intent to package  and sell,  securitize  or retain  these  loans  based on
individual  characteristics.  As a consequence of the Company  discontinuing its
Capital Markets activities, $222 million of residential loans held for sale were
transferred  from the held for sale portfolio to the held to maturity  portfolio
resulting  in the Company  realizing a loss of $654,000 at the date of transfer.
As a result of the Company  discontinuing its syndication lending activities the
entire portfolio of $123.9 million of syndication  loans was transferred at June
30, 2000 from loans held to maturity to loans held for sale.

6. REAL ESTATE HELD FOR DEVELOPMENT AND SALE AND JOINT VENTURE ACTIVITIES

     Levitt  Corporation's  real estate held for  development and sale and joint
venture activities consists of the combined activities of St. Lucie West Holding
Corporation  ("SLWHC"),  and Levitt & Sons,  Inc.  SLWHC is the developer of the
master planned community of St. Lucie West in St. Lucie County Florida. Levitt &
Sons, which was acquired in December 1999, is a developer of single-family  home
communities  and  condominium  and  rental  apartment  complexes,  primarily  in
Florida.


                                      -14-

<PAGE>
BankAtlantic Bancorp, Inc.


     Real estate held for development  and sale and joint ventures  consisted of
the following (in thousands):

                              September 30,  December 31,  September 30,
                                 2000           1999           1999
                              ------------   -----------   ------------
Inventory of real estate,
 Levitt & Sons ............     $ 77,193      $ 73,794      $      0
SLWHC land ................       32,763        33,023        34,401
Loans to joint ventures ...       37,523        33,647        31,545
Equity investments in joint
 ventures .................        6,077         6,407         4,411
Other .....................        3,699         3,093         4,791
                                --------      --------      --------
                                $157,255      $149,964      $ 75,148
                                ========      ========      ========

7. COMPREHENSIVE INCOME

     The  income   tax   provision   relating   to  the   comprehensive   income
reclassification  adjustment in the  Consolidated  Statements  of  Stockholders'
Equity and Comprehensive Income for the nine months ended September 30, 2000 and
1999 was $701,000 and $468,000, respectively.

8. DISCONTINUED OPERATIONS

     At  December  31,  1998,  the Board of  Directors  adopted a formal plan to
dispose of the Company's mortgage  servicing business ("MSB").  During the three
and nine months  ended  September  30, 2000 the Company  recognized  income from
discontinued operations, net of tax of $165,000 and $424,000,  respectively. The
$165,000  liability  adjustment during the three months ended September 30, 2000
was associated with lower than projected costs associated with loans serviced in
the former mortgage loan servicing unit of BankAtlantic. The remaining liability
adjustment of $259,000, net of tax, resulted from the sale of a building used in
the Company's MSB operations at a higher than projected sales price.

     During the three and nine  months  ended  September  30,  1999 the  Company
recognized income from discontinued operations of $373,000 and $1.2 million as a
consequence  of lower than  anticipated  losses on the disposal of the servicing
portfolio.  The MSB  anticipated  loss from  operations  was based  upon  higher
prepayment  speeds  and  higher  servicing  and  disposal  costs  than  actually
occurred.

9. Derivatives

     During the nine months ended  September  30, 2000 the Company  entered into
interest  rate swap  contracts  with  various  primary  brokers in an  aggregate
notional amount of $275 million,  of which $150 million terminate two years from
the date of issuance  and are  callable  six months  after the issue  date,  $75
million terminate one year from the date of issuance,  $30 million terminate one
year from the date of issuance  and are  callable  three  months after the issue
date and  $20.0  million  terminate  five  years  from the date of issue and are
callable  one year  after the  issue  date.  The  interest  rate swap  contracts
obligate  the Company to pay the one month LIBOR index and the Company  receives
an average fixed rate of interest of 7.08% for the two year interest rate swaps,
6.83% for the one year  interest  rate  swaps,  7.10% for the  one-year-callable
interest  rate swaps and 7.20% for the  five-year-callable  interest rate swaps.
The interest rate swap  contracts  were executed to convert the Company's  fixed
rate callable time deposits to a one-month  LIBOR  interest  rate.  The interest
rate  swaps were  accounted  for as a  synthetic  alteration.  The net  interest
receivable or payable on the interest  rate swaps was accrued and  recognized as
an adjustment to interest  expense in the Company's  Statement of Operations for
the three and nine months ended September 30, 2000.

10. SEGMENT REPORTING

     Operating  segments are defined as components of an enterprise  about which
separate  financial  information is available that is regularly  reviewed by the
chief  operating  decision  maker in deciding how to allocate  resources  and in
assessing  performance.  Reportable  segments  consist of one or more  operating
segments  with  similar   economic   characteristics,   products  and  services,
production  processes,  type of  customer,  distribution  system and  regulatory
environment. The information provided for Segment

                                      -15-
<PAGE>
BankAtlantic Bancorp, Inc.

Reporting is based on internal reports utilized by management.  Interest expense
and certain  revenue and expense items are allocated to the various  segments as
interest  expense and  overhead.  The  presentation  and  allocation of interest
expense and overhead and the net  contribution  calculated  under the management
approach 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 was utilized, the relative contributions of the segments might differ
but the relative trends in 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 Investment Operations - Other      Investment Division, Tax Certificate
                                        Department, Trading, Equity Portfolio

Bank Investment Operations -
 Wholesale Residential                  Real Estate Capital Services, Capital
                                        Markets

Bank Loan Operations - Commercial       Commercial Lending, Syndications,
                                        International and Trade Finance

Bank Loan Operations - Retail           Residential Lending, CRA Lending,
                                        Indirect and Direct Consumer Lending,
                                        Small Business Lending, Lease Financing

Real Estate Operations                  Levitt Corporation (includes Levitt &
                                        Sons, SLWHC and real estate joint
                                        ventures)

Investment Banking Operations           Ryan, Beck & Co.

     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 or an allocated cost of funds and are effectively  eliminated in
the interest expense and overhead allocations.





                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]






                                      -16-
<PAGE>
BankAtlantic Bancorp, Inc.

     The Company evaluates segment  performance based on net contribution  after
tax. The following table presents segment information for income from continuing
operations for the three months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
                                     Bank Investment                 Bank Loan
                                        Operations                  Operations
                                 -------------------------   --------------------------                Investment
                                              Wholesale                                 Real Estate      Banking       Segment
(in thousands)                    Other      Residential    Commercial       Retail      Operations    Operations       Total
--------------------------------------------------------------------------------------------------------------------------------
SEPTEMBER 30, 2000
<S>                             <C>           <C>            <C>           <C>          <C>            <C>           <C>

Interest income .............   $   21,098    $   24,182     $   27,315    $  11,196    $      689     $     558     $   85,038
Interest expense and overhead      (20,092)      (20,884)       (19,923)      (7,342)       (1,479)           90        (69,630)
Recovery from (provision
   for) loan losses .........            0            37         (8,185)       1,452             0             0         (6,696)
Non-interest income .........           30          (152)           474          686         5,337         9,345         15,720
                                 ===============================================================================================
Segment profits (loss) before
   taxes ....................          198         2,738           (227)       2,395          (488)       (2,026)         2,590
Provision for income taxes ..           71           986            (82)       1,305          (188)         (701)         1,391
                                ----------    ----------     ----------    ---------    ----------     ---------     ----------
Segment net income (loss) ...   $      127    $    1,752     $     (145)$      1,090    $     (300)    $  (1,325)    $    1,199
                                ==========    ==========     ==========    =========    ==========     =========     ==========
Segment total assets ........   $1,075,383    $1,283,821     $1,156,124    $ 229,514    $  159,612     $  62,201     $3,966,655
                                ==========    ==========     ==========    ==========   ==========     =========     ==========

SEPTEMBER 30, 1999
Interest income .............   $   17,349    $   21,625 $      20,215     $  13,006    $      588     $     441     $   73,224
Interest expense and overhead      (14,228)      (17,871)      (12,505)       (7,332)         (976)         (222)       (53,134)
Recovery from (provision for)
   loan losses ..............            0            42          (604)       (7,661)            0             0         (8,223)
Non-interest income .........          579            51           669           990           496        22,787         25,572
                                ================================================================================================
Segment profits (loss) before
   taxes ....................        2,655         4,075         7,615        (4,431)       (1,771)        6,589         14,732
Provision for income taxes ..        1,053         1,616         3,020        (1,758)         (702)        2,613          5,842
                                ----------    ----------   -----------    ----------     ----------     ---------     ----------
Segment net income (loss) ...   $    1,602    $    2,459   $     4,595    $   (2,673)   $   (1,069)    $   3,976     $    8,890
                                ==========    ==========   ===========    ==========    ==========     =========     ==========
Segment total assets ........   $  937,317    $1,307,792   $   918,070    $  438,907    $   72,126     $  64,526     $3,738,738
                                ==========    ==========   ===========    ==========    ==========     =========     ==========
</TABLE>

         The following  table is segment  information for income from continuing
operations for the nine months ended September 30, 2000 and 1999:

<TABLE>
<CAPTION>
                                     Bank Investment                 Bank Loan
                                        Operations                  Operations
                                 -------------------------   --------------------------                Investment
                                              Wholesale                                 Real Estate      Banking       Segment
(in thousands)                    Other      Residential    Commercial       Retail      Operations    Operations       Total
--------------------------------------------------------------------------------------------------------------------------------
SEPTEMBER 30, 2000
<S>                             <C>           <C>            <C>           <C>          <C>            <C>           <C>
Interest income .............   $   56,154    $   74,901   $   75,722     $  33,371     $      761     $   1,499     $  242,408
Interest expense and overhead      (51,225)      (61,728)     (51,408)      (20,139)        (3,804)         (188)      (188,492)
Provision  for loan losses ..            0          (141)     (10,474)      (11,401)             0             0        (22,016)
Non-interest income .........          121           368          745         2,132         15,973        35,518         54,857
                                ================================================================================================
Segment profits (loss)
   before taxes .............        1,887        11,519       13,305        (8,153)           372        (2,763)        16,167
Provision for income taxes ..          748         4,519        5,346        (2,913)          (508)         (908)         6,284
                                ----------    ----------   ----------     ---------     ----------     ---------     ----------
Segment net income (loss) ...   $    1,139    $    7,000   $    7,959     $  (5,240)    $      880     $  (1,855)    $    9,883
                                ==========    ==========   ==========     =========     ==========     =========     ==========

SEPTEMBER 30, 1999
Interest income .............   $   46,570    $   66,123   $   58,215    $   40,379     $      742     $   1,138     $  213,167
Interest expense and overhead      (37,825)      (53,865)     (34,018)      (22,352)        (1,783)         (671)      (150,514)
Provision loan losses .......            0           (43)        (737)      (18,276)             0             0        (19,056)
Non-interest income .........        1,995             9        1,560         3,643          7,269        38,132         52,608
                                ===============================================================================================
Segment profits (loss) before
   taxes ....................        8,656        11,600       24,097        (7,250)         2,360         2,850         42,313
Provision for income taxes ..        3,362         4,532        9,395        (2,810)           868         1,275         16,622
                                ----------    ----------   ----------     ---------     ----------     ---------     ----------
Segment net income (loss) ...   $    5,294    $    7,068   $   14,702     $  (4,440)    $    1,492     $   1,575     $   25,691
                                ==========    ==========   ==========     =========     ==========     =========     ==========

</TABLE>
                                      -17-
<PAGE>
BankAtlantic Bancorp, Inc.

     The differences  between total segment assets and total consolidated assets
and the difference  between segment  non-interest  income and total consolidated
non-interest income are as follows:

                                                         At September 30,
                                                     -----------------------
     (in thousands)                                      2000        1999
                                                     ----------   ----------
     Total Assets
     Total assets for reportable segments ....       $3,966,655   $3,738,738
     Assets in discontinued operations .......                0          982
     Assets in overhead ......................          465,030      230,909
                                                     ----------   ----------
     Total consolidated assets ...............       $4,431,685   $3,970,629
                                                     ==========   ==========


                                     For the Three Months   For the Nine Months
                                     Ended September 30,    Ended September 30,
                                     --------------------   -------------------
(in thousands)                           2000     1999         2000      1999
                                      -------   -------      -------   -------
Non-interest Income
 Total non-interest income for
  reportable segments ............     $15,720   $25,572     $54,857   $52,608
 Items included in interest
  expense and overhead:
   Transaction fee income ........       3,351     3,480       9,823    10,499
   ATM fees ......................       2,827     2,617       8,060     7,320
   Gains on sales of property and
     equipment ...................           0        34         240     1,494
    Other deposit related fees ...         635       691       2,103     2,621
                                        ------   -------     -------   -------
 Total consolidated non-interest
   income ........................     $22,533   $32,394     $75,083   $74,542
                                       =======   =======     =======   =======


10. NEW ACCOUNTING STANDARDS AND POLICIES

     Financial  Accounting  Standards Board  Statement No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities"  ("FAS 133") was issued in June
1998.  This  statement  establishes   accounting  and  reporting  standards  for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts,  (collectively  referred  to as  derivatives)  and for hedging
activities.  It requires  that an entity  recognize  all  derivatives  as either
assets or liabilities in the statement of financial  condition and measure those
instruments at fair value.

     The Company  intends to implement FAS 133, as amended by FAS 137 and 138 as
of January 1, 2001 and its potential  impact on the Statement of Operations  and
Statement of Condition is currently under review by management.

     Financial  Accounting  Standards Board  Statement No. 140,  "Accounting for
Transfers and Servicing of Financial Assets and  Extinguishments of Liabilities"
("FAS  140") was issued in  September  2000.  FAS 140  provides  accounting  and
reporting  standards  for  transfers  and  servicing  of  financial  assets  and
extinguishments  of  liabilities.   Those  standards  are  based  on  consistent
application of a  financial-components  approach that focuses on control.  Under
that approach,  after a transfer of financial  assets,  an entity recognizes the
financial and servicing  assets it controls and the liabilities it has incurred,
derecognizes   financial   assets  when  control  has  been   surrendered,   and
derecognizes   liabilities  when  extinguished.   FAS  140  provides  consistent
standards for  distinguishing  transfers of financial assets that are sales from
transfers that are secured borrowings.

     FAS 140 is effective for  transfers  and servicing of financial  assets and
extinguishments   of  liabilities   occurring  after  March  31,  2001  and  for
recognition and  reclassification of collateral and for disclosures  relating to
securitization  transactions  and  collateral  for  fiscal  years  ending  after
December 15, 2000. Disclosures about securitization and collateral accepted need
not be reported for periods  ending on or before  December  15, 2000,  for which
financial  statements are presented for comparative  purposes.  FAS 140 is to be
applied  prospectively  with certain  exceptions.  Other than those  exceptions,
earlier  or  retroactive   application  of  its  accounting  provisions  is  not
permitted.

                                      -18-

<PAGE>

BankAtlantic Bancorp, Inc.

     The  potential  impact on the  Statement  of  Operations  and  Statement of
Condition of FAS 140 is currently under review by management.


11. RECLASSIFICATIONS

     Certain  amounts for prior periods have been  reclassified  to conform with
the statement presentation for the periods in 2000.















                  {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]












                                      -19-


<PAGE>
BankAtlantic Bancorp, Inc.


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

     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"). When used in this report 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 Company's  expectations  and are subject to a number of
risks  and   uncertainties,   including  but  not  limited  to,  the  risks  and
uncertainties associated with economic,  competitive and other factors affecting
the Company and its  operations,  markets,  products and services,  credit risks
generally and the related adequacy of the allowance for loan losses,  changes in
interest rates and economic  policies,  the success of technological,  strategic
and business  initiatives,  significant growth in banking as well as non-banking
initiatives  and other  factors  discussed  elsewhere  in this  report and other
reports  filed  by the  Company  with the  Securities  and  Exchange  Commission
("SEC"). Many of these factors are beyond the Company's control.
<TABLE>
<CAPTION>

RESULTS OF OPERATIONS

                                                For the Three Months     For the Nine Months
(In thousands, except per share data)           Ended September 30,      Ended September 30,
                                               ---------------------   -----------------------
                                                  2000        1999        2000         1999
                                               ---------   ---------   ----------   ----------
<S>                                            <C>         <C>         <C>          <C>

Income from continuing operations ........     $   1,199   $   8,890   $    9,883   $   25,691
Income from discontinued operations net of
  taxes ....................................         165         373          424        1,174
Extraordinary items, net of taxes ..........       3,966           0        7,432            0
                                               ---------   ---------   ----------   ----------
Net income .................................   $   5,330   $   9,263   $   17,739   $   26,865
                                               =========   =========   ==========   ==========
CLASS A COMMON SHARES
Basic earnings per share from
 continuing operations .....................   $    0.03   $    0.22   $    0.25    $     0.64
Basic earnings per share from discontinued
  operations ...............................        0.01        0.01         0.01         0.03
Extraordinary items, net of taxes ..........        0.10        0.00         0.19         0.00
                                               ---------   ---------   ----------   ----------
Basic earnings per share ...................   $    0.14   $    0.23   $     0.45   $     0.67
                                               =========   =========   ==========   ==========

Diluted earnings per share from continuing
  operations ...............................   $    0.03   $    0.18   $     0.24   $     0.51
Diluted earnings per share from discontinued
   operations ..............................        0.01        0.00         0.01         0.02
Extraordinary items ........................        0.10        0.00         0.13         0.00
                                               ---------   ---------   ----------   ----------
Diluted earnings  per share ................   $    0.14   $    0.18   $     0.38   $     0.53
                                               =========   =========   ==========   ==========
CLASS B COMMON SHARES
Basic earnings per share from continuing
  operations ...............................   $  106.19   $  985.51   $ 1,074.57   $ 2,877.61
Basic earnings per share from discontinued
  operations ...............................       19.04       41.40        47.31       130.24
Extraordinary items ........................      457.63        0.00       829.30         0.00
                                               ---------   ---------   ----------   ----------
Basic earnings  per share ..................   $  582.86   $1,026.91   $ 1,951.18   $ 3,007.85
                                               =========   =========   ==========   ==========

Diluted earnings per share from continuing
  operations ...............................   $  103.64   $  811.57   $ 1,143.34   $ 2,385.43
Diluted earnings per share from discontinued
  operations ...............................       18.86       28.14        33.44        88.48
Extraordinary items ........................      453.53        0.00       586.13         0.00
                                               ---------   ---------   ----------   ----------
Diluted earnings per share .................   $  576.03   $  839.71   $ 1,762.91   $ 2,473.91
                                               =========   =========   ==========   ==========
</TABLE>
                                      -20-

<PAGE>
BankAtlantic Bancorp, Inc.

     Income  from  continuing  operations  - Income from  continuing  operations
declined significantly during the three months ended September 30, 2000 compared
to the same period during 1999. The primary reasons for the decline were:

o  a substantial  decrease in RBCO  investment  banking income reflecting
          revenues  from a $544  million  initial  public  offering  that closed
          during 1999 with no  corresponding  initial public  offering  closings
          during 2000.

o  a  significant increase  in  bank  operations  compensation associated
          with the  formation  of a new senior  management team and higher labor
          costs due to market competition,

o  a compensation charge associated with  the redemption  and  retirement
          of  all  publicly   traded  Class  B  Common  Stock,

o  a significant increase in  other real  estate  expenses resulting from
          the acquisition of Levitt & Sons in December 1999,

o  an increase  in bank  operations  occupancy  expenses  associated with
          repairs and maintenance on bank  branches, data   processing  services
          and maintenance  contracts  associated with ATM operations,

o  lower  gains on the  sale of  residential loans  held for sale, net of
          $436,000 in write-downs,

o  an increase  in  advertising  costs associated with  the operations of
          Levitt & Sons and the promotions of new deposit and loan products,

o  higher  other   expenses  excluding   RBCO and real estate  operations
          primarily  associated   with   consulting  fees  related to technology
          investments, internet  banking  operating costs and general corporate
          expenses associated with deposit and loan growth and

o  a   decrease  in net  interest  income  due to  a  decline  in the net
          interest  margin  reflecting  a rising interest rate environment which
          began in July 1999.

     The above  reductions in income from  continuing  operations were partially
offset by:

o  an  improvement  in  the provision for loan losses  resulting  from  a
          decline in  indirect  consumer  loan  charge-offs and  lower aggregate
          small business and indirect consumer loan portfolio balances,
o  an  increase in gains on sales of real estate held for sale due to the
          December 1999 Levitt & Sons acquisition,
o  an increase in RBCO commissions income due to mutual fund sales, and
o  a benefit recognized in the Company's defined benefit pension plan.

     Income from continuing  operations - Income from continuing  operations for
the nine months ended  September  30, 2000  declined by 62% compared to the same
period  during  1999.  The primary  reasons for the decline  were related to the
items discussed above along with:

o  an increase in the provision for loan losses attributed to charge-offs
          and delinquency trends in the small business, syndication and indirect
          consumer loan portfolios,
o  a $695,000 realized loss on the sale of a syndication loan,
o  a decline in income from  foreclosed  asset activity, net attributable
          to the sale of a REO property during 1999 for a $1.4 million gain, and
o  lower gains on the sale of property and  equipment  resulting  from a
          $1.5 million gain on the sale of a branch  facility during 1999.



                                      -21-
<PAGE>

BankAtlantic Bancorp, Inc.

     The above  reductions in income from  continuing  operations were partially
offset by a $651,000  decline in the deferred tax asset valuation  allowance due
to gains on the sale of real  estate  from  Levitt  Corporation  and the related
decrease in the provision for income taxes.  Furthermore,  SLWHC realized a $4.3
million gain from the utility  expansion  receivable sale during the nine months
ended September 30, 2000.

     DISCONTINUED OPERATIONS - Income from discontinued operations for the three
and nine months  ended  September  30, 2000 was $165,000  and  $424,000,  net of
income taxes, respectively.  The $165,000 gain represents a liability adjustment
associated with lower than projected costs associated with loans serviced in the
former  mortgage loan servicing unit of  BankAtlantic.  The remaining  liability
adjustment  during the nine months ended  September  30, 2000  resulted from the
sale of a building.

     During the three and nine months ended September 30, 1999 the  discontinued
operations  gain resulted  primarily from slower loan repayments than originally
estimated which were the result of rising residential loan interest rates during
the period.

     EXTRAORDINARY  ITEMS - The  extraordinary  items  resulted  from the  early
extinguishment  of debt.  On February  29,  2000,  the Company  repurchased  $25
million aggregate  principal amount of its 5-5/8% Debentures for $18.75 million.
Included in the  extraordinary  item was $250,000 of costs  associated  with the
tender offer and a $673,000 writeoff of unamortized  original issuance costs. On
September  29,  2000,  the Company  repurchased  another  $25 million  aggregate
principal  amount of its 5-5/8%  Debentures for $18.25 million.  Included in the
extraordinary  item was $250,000 of costs associated with the tender offer and a
$641,000 writeoff of unamortized original issuance costs. Also, during the third
quarter of 2000 the Company  purchased  $700,000 of its 5-5/8% Debentures in the
secondary market and recognized an extraordinary gain of $158,000, net of tax.

<TABLE>
<CAPTION>

NET INTEREST INCOME
                                            For the Three Months Ended           For the Nine Months Ended
                                                   September 30,                         September 30,
                                         --------------------------------    ------------------------------------
(In thousands)                             2000        1999       Change        2000         1999        Change
                                         --------   ---------   ---------    ---------   -----------   ----------
<S>                                      <C>        <C>         <C>          <C>         <C>           <C>
Interest and fees on loans and leases    $ 62,241   $  54,444   $   7,797    $ 182,089   $  163,378    $  18,711
Interest on banker's acceptances .....        212         348        (136)         699          736          (37)
Interest and dividends on securities
  available for sale .................     12,292      14,496      (2,204)      38,866       39,167         (301)
Interest and dividends on investment
  securities held to maturity and
  trading securities .................     10,293       3,936       6,357       20,754        9,886       10,868
Interest on deposits .................    (24,070)    (20,525)     (3,545)     (66,175)     (57,645)      (8,530)
Interest on advances from FHLB .......    (15,158)    (13,227)     (1,931)     (46,698)     (40,061)      (6,637)
Interest on securities sold under
  agreements to repurchase ...........    (10,317)     (4,732)     (5,585)     (24,306)     (13,129)     (11,177)
Interest on subordinated debentures,
   notes payable and guaranteed
   preferred interest in the Company's
   Junior Subordinated Debentures ....     (7,570)     (5,176)     (2,394)     (21,091)     (14,875)      (6,216)
Capitalized interest .................      1,400         171       1,229        4,926          503        4,423
                                         --------    --------   ---------    ---------    ---------    ---------
  Net interest income ................   $ 29,323    $ 29,735   $    (412)   $  89,064   $   87,960    $   1,104
                                         ========    ========   =========    =========    =========    =========
Net interest margin ..................       2.92%       3.13%      (0.21)%       2.97%        3.17%       (0.20)%
                                         ========    ========   =========    =========    =========    =========
</TABLE>

                                      -22-

<PAGE>
BankAtlantic Bancorp, Inc.


THIRD QUARTER THIS YEAR VERSUS THE SAME QUARTER LAST YEAR:

     Net interest income was slightly lower primarily resulting from a narrowing
of the net interest margin  partially  offset by interest  earning asset growth.
The net  interest  margin  declined  21 basis  points  from 3.13% to 2.92%.  The
narrowing  of the net  interest  margin  was  due to the  rising  interest  rate
environment  which began in July 1999. The increase in earning assets during the
period primarily  resulted from the origination and purchases of commercial real
estate loans.

     Total  interest  income  increased by $11.8  million  while total  interest
expense  increased by $12.2 million.  The increase in interest  income  resulted
from higher  average  interest  earning assets and average  yields.  The Company
experienced  significant loan growth  concentrated in the commercial real estate
segment of bank loan operations. Additionally, other securities held to maturity
increased due to purchases of  mortgage-backed  securities  and tax  certificate
fundings.  The above increases in interest  earning assets were partially offset
by declines in securities  available for sale resulting from principal pay-downs
and sales.  Average yields on interest  earning assets increased due to a rising
interest rate environment.

     The increase in total  interest  expense  reflects the funding of the asset
growth  primarily  with FHLB advances and  securities  sold under  agreements to
repurchase  and an increase in  associated  average  borrowing  rates as well as
increased  borrowings  related to the merger  transaction  which resulted in the
retirement of all publicly  traded Class B Common Stock.  The increased  average
rates on interest paying liabilities  primarily resulted from competition in the
Company's deposit markets and the increasing interest rate environment discussed
above resulting in higher rates on institutional borrowings.  Additionally,  the
Company  funded the  retirement  of $50.8 million of 5-5/8%  Debentures  and the
retirement  of all  publicly  traded  Class B Common  Stock with the issuance of
$34.7 million of Investment Notes with interest rates ranging from 10% to 11.75%
and borrowings of $19.96 million from a revolving credit facility  obtained from
an  independent  financial  institution.  The revolving  credit  facility  bears
interest at prime minus 50 basis points.

     The increase in loan interest income  primarily  resulted from increases in
average loan balances and higher average yields. The Company  experienced growth
in commercial  real estate loans,  lease  financings and home equity loans.  The
increase  in loan  average  balances  was  partially  offset by  declines in the
Company's consumer,  residential and small business loan portfolios. The decline
in consumer loans resulted from the Company  ceasing the origination of indirect
consumer loans as part of its December 1998  restructuring  plan. The decline in
small  business loan average  balances  resulted from a significant  decrease in
loan  originations  during  the 1999  fiscal  year and the nine  months  of 2000
compared  to the 1998  fiscal  year.  The  residential  loan  portfolio  decline
reflects lower  originations  associated with the down-sizing of the residential
loan division as well as lower residential loan originations during 1999 and the
nine months of 2000 compared to prior periods. Also contributing to the increase
in loan  interest  income was higher  yields due to the  increases  in the prime
interest rate.

     The decline in banker's  acceptances  interest  income  resulted from lower
average balances partially offset by higher yields.

     The decrease in securities  available for sale  interest  income  primarily
resulted from lower average balances  partially offset by higher average yields.
The lower  average  balances  resulted  from  principal  pay-downs  and sales of
mortgage-backed  securities.  The higher  yields  were due to new  purchases  of
securities  at higher  rates  than the  existing  portfolio  and  interest  rate
increases on adjustable rate mortgage-backed securities.

     The increase in interest and  dividends on  investment  securities  held to
maturity  and  trading  securities   primarily  resulted  from  interest  income
associated  with  tax  certificates  and  mortgage-backed   securities  held  to
maturity.  The additional tax certificate  income resulted from expansion of the
Company's  tax  certificate  operations  outside  of the State of  Florida.  The
increased mortgage-backed

                                      -23-
<PAGE>
BankAtlantic Bancorp, Inc.


securities  held to maturity  average  balances  resulted  from  purchases.  The
Company did not have mortgage-backed securities held to maturity during the 1999
periods.

     The increase in deposit  expense  primarily  resulted  from higher rates on
deposits partially offset by lower time deposit average balances. The decline in
time deposit average balances was due to the maturity of brokered deposits.  The
increased  deposit average rates reflect the introduction of new transaction and
time deposit products and a rising interest rate  environment  during the latter
half of 1999 and the first nine months of 2000.  The new deposit  products  have
higher interest rates than the Company's other  deposits.  Overall,  the average
rates on interest-bearing  deposits increased from 4.09% during the 1999 quarter
to 4.97% during the comparable 2000 period.

     The increase in interest expense on advances from FHLB was primarily due to
higher average  balances and rates. The additional FHLB advance average balances
were used to fund loan growth.  The higher rates reflect the  origination of new
advances during 2000 at higher rates than the existing  portfolio as well as the
repricing of callable advances.

     The  higher  interest  expense  on  securities  sold  under  agreements  to
repurchase  resulted from higher average  balances and rates. The higher average
balances funded tax certificate and loan growth as well as the purchase of other
securities  held to maturity.  The higher rates  reflect a rising  interest rate
environment.

     The increase in interest on subordinated  debentures,  guaranteed preferred
interest in the Company's  Junior  Subordinated  Debentures  and notes and bonds
payable  resulted  from notes payable  acquired in connection  with the Levitt &
Sons  acquisition  and  borrowings to fund the  redemption and retirement of all
publicly  owned Class B Common Stock and the  repurchase and retirement of $50.8
million of the 5-5/8% Debentures.  The Levitt Corporation  average notes payable
balance during the 2000 period was $51 million  compared to $10.5 million during
the  1999  period.  The  reduction  of  interest  expense  associated  with  the
retirement of $50.8 million of the 5-5/8%  Debentures was offset by the interest
expense related to the issuance of $34.7 million of investment  notes and $19.96
million of borrowings from an independent financial institution.

     Interest  expense of $1.4 million was  capitalized  during the three months
ended  September  30,  2000  associated  with  Levitt  Corporation  real  estate
operations  and  investments  and advances to joint  ventures.  During the three
months ended September 30, 1999 $171,000 of interest  expense was capitalized in
connection with investments and advances to real estate joint ventures.

YEAR-TO-DATE THIS YEAR VERSUS YEAR-TO-DATE LAST YEAR:

        Net interest income was slightly higher during the current period. Total
interest  income  increased  by  $29.2  million  while  total  interest  expense
increased by $28.1 million. The change in net interest income primarily resulted
from the items  discussed  above.  The net interest  margin declined by 20 basis
points.  Yields on earning assets increased from 7.75% during the 1999 period to
8.08% during the 2000 period.  Likewise,  rates on interest bearing  liabilities
increased from 4.86% during the 1999 period to 5.48% during the 2000 period. The
change in net interest margin primarily  resulted from the items discussed above
for the three months ended September 30, 2000.

                                      -24-

<PAGE>
BankAtlantic Bancorp, Inc.


PROVISION FOR LOAN LOSSES

                                  For the Three Months     For the Nine Months
                                   Ended September 30,     Ended September 30,
                                  --------------------    --------------------
                                    2000        1999        2000        1999
                                  --------    --------    --------    --------
 Balance, beginning of period .   $ 48,650    $ 38,100    $ 44,450    $ 37,950
 Charge-offs:
  Commercial real estate loans           0           0           0        (211)
  Non-mortgage commercial .....          0         (26)        (24)        (87)
  Lease financing .............       (427)       (231)     (1,349)       (779)
  Small business - real estate           0         (51)        (85)       (136)
  Small business - non_mortgage     (4,072)     (3,039)    (10,167)     (7,870)
  Consumer loans - indirect ...     (1,594)     (2,321)     (5,988)     (7,939)
  Consumer loans - direct .....       (243)       (368)     (2,020)     (1,580)
  Residential  real estate ....        (53)        (10)       (394)       (113)
                                  --------    --------    --------    --------
                                    (6,389)     (6,046)    (20,027)    (18,715)
                                  --------    --------    --------    --------
 Recoveries:
  Commercial real estate loans           0           5           0         203
  Residential real estate .....          9           0         108           0
  Lease financing .............         59          32         221         181
  Non-mortgage commercial .....         38          18          80         168
  Small business - non_mortgage        330          49         617         123
  Consumer loans - indirect ...        790         479       2,335       1,429
  Consumer loans - direct .....        167         140         550         605
                                  --------    --------    --------    --------
                                     1,393         723       3,911       2,709
                                  --------    --------    --------    --------
Net charge-offs ...............     (4,996)     (5,323)    (16,116)    (16,006)
Additions charged to operations      6,696       8,223      22,016      19,056
                                  --------    --------    --------    --------
Balance, end of period ........   $ 50,350    $ 41,000    $ 50,350    $ 41,000
                                  ========    ========    ========    ========

     The  provision  for loan losses  decreased  during the three  months  ended
September 30, 2000 compared to the same 1999 period.  The improvement  primarily
resulted  from lower credit losses in the  Company's  indirect  loan  portfolio,
declining  aggregate  small  business  and indirect  loan  balances and improved
delinquency  trends  during the 2000 quarter  compared to the same period during
1999. The majority of the Company's net charge-offs were from the small business
and  indirect  loan  portfolios.  The  aggregate  balances  in these  portfolios
declined  from  $238.2  million  at  September  30,  1999 to $151.3  million  at
September 30, 2000.  The above positive  trends were partially  offset by higher
lease  financings  charge-offs,  potential  problem  loans  and a  $3.7  million
specific  reserve in the  syndication  loan  portfolio.  The  increase  in lease
financing charge-offs was primarily associated with portfolio growth.

     The  provision  for loan  losses  increased  during the nine  months  ended
September  30, 2000  compared to the same 1999  period  primarily  due to losses
experienced in the small business and consumer lending portfolios,  including an
increase in direct  consumer loan second  mortgage  charge-offs  and  additional
reserves assigned to the syndication and indirect consumer loan portfolios.

     The  increase in the  allowance  for loan losses for the nine months  ended
September 30, 2000 resulted from small business,  and consumer loan  delinquency
trends,  potential problem loans and a $1.3 million specific reserve assigned to
the indirect  consumer loan portfolio and the syndication  loan specific reserve
mentioned above.

                                      -25-
<PAGE>
BankAtlantic Bancorp, Inc.


     At the  indicated  dates  the  Company's  non-performing  assets  were  (in
thousands):

                                         September 30,   December 31,
                                             2000            1999
                                         ------------    -----------
Nonaccrual:
  Tax certificates ...................      $ 2,664        $ 2,258
  Loans and leases ...................       27,574         42,741
                                            -------        -------
  Total nonaccrual ...................       30,238         44,999
                                            -------        -------
Repossessed  Assets:
  Real estate owned, net
    of allowance .....................        5,282          3,951
  Vehicles and equipment .............        1,301          1,253
                                            -------        -------
  Total repossessed assets ...........        6,583          5,204
                                            -------        -------
 Contractually past due 90
    days or more (1) .................            2            410
                                            -------        -------
  Total non performing assets ........      $36,823        $50,613
                                            =======        =======
(1) The  majority of these loans in both  periods had matured but the  borrowers
continued to make payments under the matured loan agreement.


     The decrease in non-accrual loans and leases resulted from:

o   a $4.5 million decrease in consumer non-accrual loans,
o   a $8.1 million decline in non-accrual residential loans including a
           $4.5 million decline in non-accrual residential loans purchased,
o   a $2.0 million reduction in non-accrual small business loans and
o   a $1.2 million decrease in non-accrual commercial loans.

     Non-accrual and repossessed consumer loans decreased significantly due to a
change in collection  procedures.  Repossessed  equipment  associated with lease
financing increased by $437,000 primarily as a result of portfolio growth.

     The improvement in residential  non-accrual  loans reflect that the Company
either  negotiated a payoff or foreclosed and sold the collateral on non-accrual
residential  loans acquired.  The remaining  decline in residential  non-accrual
loans reflects improvements in the delinquency trends of the portfolio.

     The increase in nonaccrual  tax  certificates  was  attributed to portfolio
growth.

     The reduction in small business non-accrual loans resulted from a declining
portfolio and changes in the collection process resulting in improvements in the
delinquency trends.

     Non-accrual  commercial  loans improved due to a payoff of a nonresidential
commercial  real estate loan and the  foreclosure  of a  commercial  real estate
loan.

     The increase in REO balances was  attributed to increased  residential  REO
and the foreclosure mentioned above.

                                       -26-
<PAGE>

BankAtlantic Bancorp, Inc.

     Two  syndication  loans  totaling  $22  million  and $5.2  million of small
business loans were not included in the above table but are considered potential
problem  loans.  The two  syndication  loans did not meet their  loan  covenants
resulting  in  management  having  serious  doubts  as to the  ability  of  such
borrowers to comply with the present loan  repayment  terms.  The small business
loans were  considered  impaired  resulting in management  having serious doubts
that the Company will collect all contractual  principal and interest  payments.
As noted  previously,  the  Company  had  established  allowances  for loan loss
reserves for these problem loans. At September 30, 2000 both  syndication  loans
and the impaired loans in the small business  portfolio had made all contractual
principal and interest payments.

 NON-INTEREST INCOME
<TABLE>
<CAPTION>
                                                  For the Three Months Ended         For the Nine Months Ended
                                                       September 30,                        September 30,
                                              --------------------------------    --------------------------------
(In thousands)                                  2000        1999       Change       2000        1999       Change
                                              --------    --------    --------    --------    --------    --------
NON-INTEREST INCOME
BANK OPERATIONS
<S>                                           <C>         <C>         <C>         <C>         <C>         <C>

Loan late fees and other loan income ......   $    981    $  1,404    $   (423)   $  3,088    $  3,893    $   (805)
Gains on sales of loans held for sale,
  net of write-down .......................       (144)        759        (903)       (433)      1,626      (2,059)
Gains on sales of property and equipment ..          0          34         (34)        240       1,494      (1,254)
Trading account gains (losses) ............        (16)         (5)        (11)          5         (59)         64
Gains (losses)on sales of securities
  available for sale ......................         (8)         31         (39)        223       1,449      (1,226)
Transaction accounts ......................      3,351       3,480        (129)      9,823      10,499        (676)
ATM fees ..................................      2,827       2,617         210       8,060       7,320         740
Other .....................................        860         791          69       2,586       2,919        (333)
                                              --------    --------    --------    --------    --------    --------
Non-interest income - banking operations ..      7,851       9,111      (1,260)     23,592      29,141      (5,549)
                                              --------    --------    --------    --------    --------    --------
RBCO OPERATIONS
Principal transactions ....................      2,993       3,680        (687)     11,994       8,384       3,610
Investment banking ........................      1,314      14,475     (13,161)      6,353      18,815     (12,462)
Commissions ...............................      4,875       4,422         453      16,539      10,429       6,110
Other .....................................        163         210         (47)        632         504         128
                                              --------    --------    --------    --------    --------    --------
Non-interest income - RBCO ................      9,345      22,787     (13,442)     35,518      38,132      (2,614)
                                              --------    --------    --------    --------    --------    --------
LEVITT OPERATIONS
Gains on sales of real estate held for sale      3,518         241       3,277       9,687       5,628       4,059
Equity in earnings of unconsolidated
  real estate joint ventures ..............      1,501        (170)      1,671       1,089       1,140         (51)
Utility expansion receivable sale .........          0           0           0       4,265           0       4,265
Other .....................................        318         425        (107)        932         501         431
                                              --------    --------    --------    --------    --------    --------
Non-interest income - real estate
 operations ...............................      5,337         496       4,841      15,973       7,269       8,704
                                              --------    --------    --------    --------    --------    --------
Total non-interest income .................   $ 22,533    $ 32,394    $ (9,861)   $ 75,083    $ 74,542    $    541
                                              ========    ========    ========    ========    ========    ========
</TABLE>


                                      -27-
<PAGE>

BankAtlantic Bancorp, Inc.

NON-INTEREST INCOME - BANK OPERATIONS

     Loan late fees and other loan  income  decreased  during the three and nine
months ended  September 30, 2000 compared to the same periods  during 1999.  The
decrease primarily  resulted from lower prepayment  penalties on commercial real
estate  loans,  a decline in late fees on consumer and  residential  loans and a
decrease in renewal fee income on small business loans.

     The  declines in gains on sales of loans held for sale during the three and
nine months ended September 30, 2000 resulted from a decline in residential loan
originations for resale and losses  associated with capital markets  activities.
The  realized  loss on the  syndication  loan  sale  resulted  from the  Company
accepting an offer from the  underwriter  of a syndication  loan to purchase the
loan at a  discount.  The  borrower  on the  syndication  loan  received a going
concern  opinion from its independent  auditors.  In September 2000, the Company
discontinued its capital markets  activities and reclassified all its loans held
for sale to loans held to maturity.


     During the three  months  ended  September  30, 2000 the Company  sold $6.4
million of residential loans and a $12.5 million  syndication loan held for sale
for realized  gains of $288,000 and a realized  loss of $695,000,  respectively.
The Company had established a $700,000 valuation  allowance  associated with the
syndicated loan in a prior period.  Additionally,  the Company  transferred $222
million  of  residential  loans  held  for sale to loans  held to  maturity  and
recorded a $654,000  writedown on the transfer date. The Company had established
a $217,000  valuation  allowance  associated with the residential loans in prior
periods.  During the nine months ended September 30, 2000 the Company sold $42.6
million of loans held for sale for a $819,000  gain and recorded a $557,000 loss
related to residential  loans held for sale and a $695,000 loss  associated with
the syndication loan sale mentioned above.

     During the three  months  ended  September  30, 1999 the Company sold $30.1
million of loans held for sale for a $759,000 gain. During the nine months ended
September 30, 1999 the Company sold $95.1 million of loans held for sale,  $20.4
million of loans  purchased and  classified as held for sale and $1.4 million of
leases for a $1.6 million gain.

     During the nine months  ended  September  30,  2000,  the Company  sold ATM
equipment and a parcel of land for gains of $58,000 and $182,000,  respectively.
There were no sales of properties  and  equipment  during the three months ended
September 30, 2000.

     During the three and nine months ended  September  30,  1999,  two branches
were consolidated and the vacated property was sold for a gain of $1.5 million.


     During the three and nine months ended  September  30, 2000,  the Company's
trading operations  resulted in a $16,000 loss and a $5,000 gain,  respectively,
compared to a $5,000 and a $59,000 loss during the same 1999 periods. During the
third quarter of 2000 the Company  discontinued  its  government  securities and
Euro-dollar  trading  activities  closing  out all option and future  contracts.
These trading  activities  did not meet the Company's  overall growth and profit
objectives.

     During the three  months  ended  September  30, 2000 the Company  sold $2.8
million of equity  securities for a $75,000 loss and $1.5 million of securitized
mortgage-backed securities for a $67,000 gain.

     During the nine months ended  September 30, 2000,  the Company  securitized
$58.5  million of loans held for sale and sold  $31.4  million of the  resulting
securities  for a $379,000 gain. The Company also sold $49.9 million of treasury
notes for a $18,000  gain,  $2.3 million of corporate  bonds for a $112,000 loss
and $6.2  million  of  securities  available  for sale for a $62,000  loss.  The
$62,000 loss  includes a $781,000  write-down of  marketable  equity  securities
available for sale. The write-down was made due to a significant  decline in the
market value of the security.  The decline was  considered  other than temporary
due to the  magnitude

                                      -28-
<PAGE>

BankAtlantic Bancorp, Inc.


and length of time of the decline and the financial  condition and the near term
prospects for the issuer of the security.  The  securities was sold in September
2000.

     During the three and nine months ended  September 30, 1999 the Company sold
$84.1 million and $222.6  million of securities  available for sale for gains as
shown on the above table. Included in the sales of securities available for sale
were $24.1 million of securitized loans.

     Transaction  fee income  declined  during the three and nine  months  ended
September 30, 2000. The Company  experienced  lower analysis charges and monthly
transaction fee income during the three and nine months ended September 30, 2000
compared to the same periods in 1999.  Overdraft  charges were  slightly  higher
during the three  months  ended  September  30,  2000  compared to the same 1999
period.

     The  increase  in ATM fee  income  during the three and nine  months  ended
September  30, 2000 was primarily the result of a  renegotiated  profit  sharing
agreement  for certain  locations  and  increased  ATM activity at the Company's
branch locations.

     The increase in other income  during the three months ended  September  30,
2000 was due to higher fees earned on deposit  customer  services and additional
fee income from the Company's lease financing operations.

     The decrease in other income  during the nine months  ended  September  30,
2000 resulted from lower  commissions  earned from teller check  outsourcing and
deposit customer services.


NON-INTEREST INCOME - RBCO OPERATIONS

     The decline in principal  transaction  income during the three months ended
September 30, 2000 compared to the same 1999 period was due to a volatile equity
market and overall negative market  sentiment  exhibited by investors during the
current quarter.  Furthermore,  RBCO realized  approximately $500,000 of trading
gains in connection  with a $544 million initial public offering that it managed
during 1999.

     The increase in principal  transaction  income during the nine months ended
September 30, 2000 compared to the same 1999 period reflects revenues  generated
in general  market  research and internet  stocks  during the first half of this
year. Additionally,  RBCO absorbed a significant one-day trading loss during the
second quarter of 1999.


     The significant  decrease in investment  banking  revenues during the three
and nine  months  ended  September  30,  2000  compared  to the same 1999 period
resulted from the effect of a $544 million  initial public  offering  during the
1999 quarter while  investment  banking revenues during the current quarter were
at their lowest level since the quarter ended June 30, 1999.


                                      -29-

<PAGE>

BankAtlantic Bancorp, Inc.


     The significant increase in commission income during the three months ended
September  30, 2000  compared to the same 1999 period was  attributed  to mutual
fund sales  which was due to  increased  interest  in the  various  mutual  fund
products offered to RBCO clients.  The increase in commission  income during the
nine months ended  September 30, 2000 compared to the same 1999 period  resulted
from  commissions  from general market  research  stocks and  BankAtlantic  Bank
Brokerage.

     The decrease in other income  during the three months ended  September  30,
2000 resulted from lower fees from insurance  sales.  The increased other income
during the nine months ended September 30, 2000 compared to the same 1999 period
resulted from increased transaction fee income and an unrealized gain in a hedge
fund investment.


NON-INTEREST INCOME - LEVITT OPERATIONS

     During the three and nine months ended  September 30, 2000 SLWHC land sales
resulted in gains of $266,000  and $2.1  million,  respectively,  while Levitt &
Sons  sales  of real  estate  resulted  in net  gains of $3.2  million  and $7.6
million, respectively.

     During the three and nine months ended  September 30, 1999 SLWHC land sales
resulted in gains of $241,000 and $5.6 million, respectively.

     Levitt  Corporation's  equity in  earnings  from  joint  ventures  was $1.5
million and $1.1 million  during the three and nine months ended  September  30,
2000 compared to a loss of $170,000  during the three months ended September 30,
1999 and a gain of $1.1 million during the nine months ended September 30, 1999.
During the quarter ended  September 30, 2000, a real estate joint venture closed
on the sale of a  multi-family  apartment  complex for a gain  allocable  to the
Company of $664,000.  During the first  quarter of 1999,  one of the real estate
joint ventures closed on a land sale to an unaffiliated  developer  resulting in
the  recognition  of  a  gain  allocable  to  the  Company  of  $1.7  million.
Additionally,  during the nine months  ended  September  30,  1999,  the Company
relinquished its equity  participation rights in a loan accounted for as a joint
venture in  exchange  for  substantial  principal  repayments  on the loan and a
guarantee  from  a  real  estate  investment  trust  resulting  in  the  Company
transferring $20.8 million in investments in joint ventures to loans receivable.
The loan was repaid in full in 1999.

     During  February  2000,  SLWHC  received  a cash  payment  of $8.5  million
representing  the full  satisfaction of a receivable from a public  municipality
providing  water and  wastewater  services to St. Lucie West resulting in a $3.9
million  gain.  The gain was  subsequently  adjusted  upward  during  the second
quarter of 2000 by  $363,000.  The  adjustment  related to the  finalization  of
proceeds due to minority participants. The cash payment is in full settlement of
a receivable pursuant to the agreement dated December 1991 between SLWHC and the
municipality.  The 1991 agreement  required the  municipality to reimburse SLWHC
for its cost of increasing the service capacity of the utility plant via payment
to SLWHC of the future connection fees generated from such capacity.

     During the three and nine months  ended  September  30,  2000,  the Company
capitalized  $1.4 million and $4.9 million of interest  expense  associated with
real  estate  inventory  and  investments  and  advances  to real  estate  joint
ventures.  During the three and nine months ended September 30, 1999 the Company
capitalized $171,000 and $503,000 of interest expense.

     Other  income  during the three and nine months  ended  September  30, 2000
represents  other  revenues from Levitt & Sons and storage  income from a marina
property.  Other income during the three months and nine months ended  September
30,  1999  primarily  represents  accretion  of  SLWHC  impact  fee  receivables
established  at the  acquisition  date.  Levitt & Sons was  acquired in December
1999.

                                      -30-

<PAGE>
BankAtlantic Bancorp, Inc.

NON-INTEREST EXPENSES
<TABLE>
<CAPTION>

                                        For the Three Months Ended       For the Nine Months Ended
                                               September 30,                   September 30,
                                       -----------------------------   ------------------------------
                (In thousands)           2000      1999      Change      2000       1999      Change
                                       -------   --------  ---------   --------   --------   --------
NON-INTEREST EXPENSE BANK OPERATIONS
<S>                                    <C>       <C>       <C>         <C>        <C>        <C>
Employee compensation and benefits .   $11,548   $  9,657  $   1,891   $ 33,553   $ 28,332   $ 5,221
Compensation related to merger .....     1,320          0      1,320      1,320          0     1,320
Occupancy and equipment ............     6,053      5,497        556     17,292     16,086     1,206
Foreclosed asset activity, net .....        24       (205)       229        299     (1,470)    1,769
Advertising and promotion ..........       914        483        431      2,947      1,282     1,665
Amortization of cost over fair value
 of net assets acquired ............       708        709         (1)     2,125      2,130        (5)
Other ..............................     5,653      4,985        668     16,129     14,914     1,215
                                       -------   --------   --------   --------   --------   -------
  Non-interest expense .............    26,220     21,126      5,094     73,665     61,274    12,391
                                       -------   --------   --------   --------   --------   -------
RBCO Operations
Employee compensation and benefits .     7,957     12,415     (4,458)    26,533     25,346     1,187
Occupancy and equipment ............       903        873         30      2,611      1,959       652
Advertising and promotion ..........       384        337         47      1,039        846       193
Amortization of cost over fair value
 of net assets acquired ............       310        306          4        933        854        79
Other ..............................     2,271      2,542       (271)     8,209      6,524     1,685
                                       -------   --------   --------   --------   --------   -------
Non-interest expenses ..............    11,825     16,473     (4,648)    39,325     35,529     3,796
                                       -------   --------   --------   --------   --------   -------
Real Estate Operations
Employee compensation and benefits .     1,626        141      1,485      4,267        529     3,738
Advertising and promotion ..........       655        152        503      2,103        537     1,566
Selling, general and administrative      2,244      1,282        962      6,604      3,264     3,340
                                       -------   --------   --------   --------   --------   -------
                                         4,525      1,575      2,950     12,974      4,330     8,644
                                       -------   --------   --------   --------   --------   -------
Total non-interest expense .........   $42,570   $ 39,174  $   3,396   $125,964   $101,133   $24,831
                                       =======   ========   ========   ========   ========   =======
</TABLE>

NON-INTEREST EXPENSE - BANK OPERATIONS

     The significant  increase in compensation expense during the three and nine
months ended  September  30, 2000  primarily  resulted  from the hiring of a new
senior  management  team,  as well as annual  salary and benefit  increases  and
recruiting  expenses.  Due to  competitive  local labor market  conditions,  the
Company  substantially  increased  its  employee  health  insurance  and  401(k)
retirement benefits. Additionally, increased loan and deposit growth resulted in
significant  increases  in  bonuses  and  incentive   compensation.   The  above
compensation increases were partially offset by a recognized benefit of $538,000
and $931,000 for the three and nine months ended  September 30, 2000  associated
with the Company's  defined benefit pension plan. The benefit was recognized due
to a change in  actuarial  assumptions  during 2000  associated  with the rising
interest rate enviornment.  There was no corresponding benefit recognized during
the 1999 periods.

     The redemption and  retirement of all publicly held  outstanding  shares of
Class B Common Stock pursuant to the merger transaction resulted in compensation
expense of $1.3 million for the three and nine months ended  September 30, 2000.
The compensation charge resulted from the exercise of options to acquire Class B
Common Stock six months before the merger date.

                                      -31-
<PAGE>

BankAtlantic Bancorp, Inc.

     The increase in occupancy and equipment  expenses during the three and nine
months ended  September 30, 2000  resulted from higher ATM equipment  repair and
maintenance,  additional  data  processing  fees,  higher costs  associated with
branch network repairs and maintenance, and additional rental expense associated
with new data processing facilities.

     Higher  advertising and promotion expense related to promotions  associated
with  BankAtlantic's  new deposit and loan products as well as promotional costs
associated with internet banking.

     The foreclosed asset activity,  net primarily reflects residential loan REO
operations during the three and nine months ended September 30, 2000.

     The foreclosed  asset activity,  net included during the three months ended
September 30, 1999 a $316,000 gain from the sale of foreclosed  land acquired in
connection  with  the  acquisition  of the Bank of North  America  in 1996.  The
foreclosed asset activity, net included a $1.3 million gain from the sale of one
parcel of previously  foreclosed commercial real estate property during the nine
months ended September 30, 1999.

     The  increase  in other  expenses  during the three and nine  months  ended
September 30, 2000 resulted from:

o     higher  consulting fees primarily  associated with internet banking
             and upgrades to the Company's technology infrastructure,
o     increased  provision for tax certificates attributed to the growth
             in  the  portfolio,  and
o     additional  operating  expenses  such  as postage,  telephone  and
             general  corporate  expenses  associated  with  deposit  and  loan
             growth.

     The above  increases in other  expense were  partially  offset by lower ATM
expenses.  The  decline in ATM  expenses  primarily  resulted  from a review and
renegotiation of various contracts with ATM vendors and suppliers.

RBCO NON-INTEREST EXPENSE

     The decrease in compensation  and benefits  expense during the three months
ended  September  30, 2000 compared to the same 1999 period was primarily due to
the $544 million  initial public offering that closed in July 1999. RBCO did not
close on any initial public offerings during the 2000 quarter.

     The  increase  in  compensation  and  benefits  for the nine  months  ended
September  30,  2000  compared  to the same 1999  period  resulted  form  higher
commission  expenses  associated with the higher commission revenues referred to
above and  increases  in  salary,  bonus,  payroll  taxes,  profit  sharing  and
insurance expenses associated with nearly 60 additional  employees.  RBCO during
1999   significantly    expanded   its   business   activities   including   the
diversification  into the healthcare,  consumer and technology  industries,  the
expansion of investment banking  activities,  the expansion of retail operations
into BankAtlantic branches and the acquisition of the Southeast Research Group.

     The increases in occupancy  and equipment  during the three and nine months
ended  September  30,  2000  compared  to the  same  periods  in  1999  reflects
additional  rent and  depreciation  expenses  associated  with the  expansion of
business activities indicated above and significant  additions to assets related
to upgrades of information hardware and software systems.

                                      -32-
<PAGE>

BankAtlantic Bancorp, Inc.

     The higher  amortization of cost over fair value of net assets acquired for
the nine months ended  September  30, 2000  compared to the same 1999 period was
attributable to the June 28, 1999 acquisition of the Southeast Research Group.

     The decrease in other expenses  during the three months ended September 30,
2000  resulted  from  lower  professional  fees and  clearing  fees.  During the
September 2000 quarter RBCO  renegotiated  its clearing  agreement which reduced
its clearing fees.

     The increase in other  expense  during the nine months ended  September 30,
2000  resulted  from  additional  telephone,   quotation  and  postage  expenses
associated  with  the  expanded  business  activities  as well as a  significant
increase in floor  brokerage and clearing fees associated with a 73% increase in
the number of trades.

 REAL ESTATE OPERATIONS NON-INTEREST EXPENSE

     The  increase in real estate  operations  non-interest  expenses  primarily
related to the December 1999 acquisition of Levitt & Sons.

 SEGMENT REPORTING

     The table below provides segment information for continuing operations:
<TABLE>
<CAPTION>

                                          For the Three Months    For the Nine Months
                                          Ended September 30,     Ended September 30,
                                         --------------------    --------------------
Net contribution after income taxes        2000        1999        2000        1999
                                         --------    --------    --------    --------
<S>                                      <C>         <C>         <C>         <C>
Bank investment operations-wholesale
  residential ........................   $  1,752    $  2,459    $  7,000    $  7,068
Bank investment operations - other ...        127       1,602       1,139       5,294
Bank loan operations - retail products      1,090      (2,673)     (5,240)     (4,440)
Bank loan operations - commercial
  products ...........................       (145)      4,595       7,959      14,702
Real estate operations ...............       (300)     (1,069)        880       1,492
Investment banking operations ........     (1,325)      3,976      (1,855)      1,575
                                         --------    --------    --------    --------
Net contributions ....................   $  1,199    $  8,890    $  9,883    $ 25,691
                                         ========    ========    ========    ========
</TABLE>


BANK INVESTMENT OPERATIONS

     BANK INVESTMENT OPERATIONS - WHOLESALE RESIDENTIAL

     Segment net contribution  decreased during the three months ended September
30, 2000 compared to the same 1999 period primarily from a substantial  increase
in allocated overhead partially offset by higher interest income associated with
a larger  portfolio.  The higher allocated  overhead resulted from a significant
increase in non-interest  expenses as well as higher bank-wide  interest expense
primarily due to deposit and other  borrowing  rate  increases.  The  additional
interest income resulted from improvement in yields on interest earning assets.

     Segment net contribution during the nine months remained at 1999 levels due
to higher  average  earnings  assets and  average  yields  during the nine month
period of 2000 compared to the same 1999 period. The additional  interest income
from increased average assets and yields was offset by the substantially  higher
allocated overhead.

                                      -33-
<PAGE>

BankAtlantic Bancorp, Inc.

     BANK INVESTMENT OPERATIONS - OTHER

     Segment net  contribution  declined  during the three and nine months ended
September  30,  2000  compared to the same 1999 period due to lower gains on the
sale of loans and  securities  available  for sale as well as a realized loss on
the sales of  marketable  equity  securities.  The  increase in interest  income
during the three and nine months ended  September  30, 2000 compared to the same
1999 period resulted from increased average earning assets relating primarily to
the purchase of securities  during the period.  The higher  interest  income was
offset by allocated overhead.

BANK LOAN OPERATIONS

     BANK LOAN OPERATIONS - RETAIL

     Segment net contribution  increased during the three months ended September
30, 2000 due  primarily  to a  substantial  decrease in the  provision  for loan
losses  partially  offset by lower  earning  asset  balances,  higher  allocated
overhead  and lower fee  income.  The decline in the  provision  for loan losses
reflects  lower credit  losses in the  Company's  indirect  loan  portfolio  and
declining  aggregate  small business and indirect loan balances.  The decline in
portfolio  balances  reflects  lower  fundings of small  business  loans and the
Company's  decision to cease the  origination of indirect  consumer loans during
1998. Additionally, non-interest income declined reflecting lower small business
renewal fee income.

     Segment net  contribution  during the nine months ended  September 30, 2000
compared to the same 1999 period  decreased due to lower earning asset  balances
and a decline in fee  income.  The above  decreases  in net  contributions  were
partially offset by an improvement in the provision for loan losses.

     BANK LOAN OPERATIONS - COMMERCIAL

     Segment net contribution  declined  substantially during the three and nine
months ended  September 30, 2000 compared to the same periods during 1999 due to
a significant  increase in the provision  for loan losses,  a $695,000  realized
loss  associated  with a syndicated  loan, and higher  allocated  overhead.  The
provision  for loan losses  increase  resulted  from higher  loan  balances  and
increased classified and problem assets in the syndicated loan portfolio.

REAL ESTATE OPERATIONS

     Segment  net  contribution  from real  estate  operations  during the three
months ended  September 30, 2000 compared to the same 1999 period  increased due
to higher  earnings  from joint venture  operations,  and earnings from Levitt &
Sons operations partially offset by additional overhead allocations. The decline
in net  contribution  during the nine months ended  September  30, 2000 reflects
additional  overhead  allocations  due  to  increased  inter-company  borrowings
partially offset by the sale of a utility  expansion  receivable and a reduction
in the deferred tax asset valuation allowance.

INVESTMENT BANKING OPERATIONS

     Segment net  contribution  from investment  banking  operations  during the
three and nine months ended  September 30, 2000 compared to the same 1999 period
declined  primarily due to the $544 million  initial public offering that closed
in July 1999 and higher operating  expenses resulting from the expansion of RBCO
operations and the acquisition of Southeast Research Group in June 1999.

                                      -34-

<PAGE>

BankAtlantic Bancorp, Inc.


     The Company's total assets at September 30, 2000 were $4.4 billion compared
to $4.2  billion at December 31,  1999.  The increase in total assets  primarily
resulted from increased:


o  tax  certificates  and other  securities  held to maturity  due to
          purchases  of mortgage-backed securities held to  maturity and the
          funding of tax certificate acquisitions,

o  loans receivable, net resulting primarily from the origination and
          purchase  of  commercial  real  estate  loans,

o  real estate held for development  and  sale  and joint ventures due
          to the funding of loan commitments to  real estate  joint  ventures,

o  accrued  interest  receivable   reflecting  the  growth  in earning
          assets and payments  receivable  on interest  rate swaps,

o  office  properties  and equipment  resulting from computer hardware
          and software expenditures,

o  real  estate  owned  reflecting  a commercial  nonresidential  loan
          foreclosure, and

o  trading securities related to RBCO operations


     The above increases in total assets were partially offset by decreased:

o  securities  available for sale resulting from principal  pay-downs and
          sales of mortgage-backed securities, REMICs, and equity securities,

o  FHLB  stock  reflecting  sales  during  the  period,

o  other assets  reflecting lower balances in  broker-dealer  receivable,
          dealer  reserve and prepaid  expenses,  and

o  deferred  tax  asset,  net  attributed  to  a  decline  in  unrealized
          depreciation on securities available for sale.

     The  Company's  total  liabilities  at September 30, 2000 were $4.2 billion
compared to $3.9 billion at December 31, 1999. The increase in total liabilities
primarily resulted from increased:

o  deposit balances  reflecting the introduction of new deposit products,

o  securities  sold under  agreements to  repurchase  and federal funds
          purchased  used  to  fund  growth  in  loans  receivable,  and other
          securities held to maturity and to pay-down FHLB advances,
o  advances by borrowers for taxes and insurance due to an increase in
          commercial real estate escrow  balances, and
o  other liabilities resulting  from  increased teller check balances,
          higher current  taxes payable and the establishment  of a deferred
          compensation liability  associated with the  BankAtlantic Bancorp-
          Ryan Beck Deferred Compensation Plan.

     The  retirement  of  $50.8  million  of the  Company's  5.625%  convertible
subordinated  debenture  during the nine  months  ended  September  30, 2000 was
offset by the Company  issuing $34.7  million of investment  notes and borrowing
$19.96 million from an independent financial institution.

                                      -35-


<PAGE>

BankAtlantic Bancorp, Inc.

MARKET RISK

     Market risk is defined as the risk of loss arising from adverse  changes in
market valuation which arise from interest rate risk,  foreign currency exchange
rate risk,  commodity  price risk, and equity price risk. The Company's  primary
market risk is interest rate risk and its secondary  market risk is equity price
risk.


EQUITY PRICE RISK

     The Company  maintains a portfolio of trading and available for sale equity
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 the Company's  securities sold not yet purchased,  and trading and
available for sale securities at September 30, 2000 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
                                 for Sale       Securities
 Percent         Trading         Equity         Sold Not            Total
Change in       Securities      Securities         Yet           Appreciation
Fair Value      Fair Value      Fair Value      Purchased       (Depreciation)
----------      ----------      ----------      ---------       --------------
   20 %          $ 31,055        $ 34,406       $ (7,058)          $ 9,734
   10 %          $ 28,467        $ 31,539       $ (6,470)          $ 4,867
    - %          $ 25,879        $ 28,672       $ (5,882)          $     0
  (10)%          $ 23,291        $ 25,805       $ (5,294)          $(4,867)
  (20)%          $ 20,703        $ 22,938       $ (4,706)          $(9,734)

     RBCO is a market maker in equity  securities  which could from time to time
require them to hold securities during declining  markets.  The Company attempts
to manage its equity price risk by maintaining a relatively  small  portfolio of
securities and  evaluating  equity  securities as part of the Company's  overall
asset and liability management process.


INTEREST RATE RISK

     The majority of the Company's assets and liabilities are monetary in nature
subjecting the Company to significant interest rate risk. During the nine months
ended  September 30, 2000 the Company has entered into callable and  noncallable
interest rate swap contracts to change fixed rate time deposits to floating rate
borrowings.

     The Company has  developed a model using  vendor  software to quantify  its
interest rate risk. A sensitivity analysis was performed measuring the Company's
potential  gains and  losses in net  portfolio  fair  values  of  interest  rate
sensitive  instruments at September 30, 2000 resulting from a change in interest
rates.  Interest rate  sensitive  instruments  included in the model include the
Company's loans,  securities,  other earning assets, deposits, other borrowings,
debentures, financial derivatives and off balance sheet loan commitments.

     The Company had fixed rate loan  commitments  aggregating  $16.7 million at
September 30, 2000.

                                      -36-
<PAGE>

BankAtlantic Bancorp, Inc.


     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, 2000,

     (ii) discounting the above expected cash flows based on  instantaneous  and
          parallel shifts in the yield curve to determine fair values, and

     (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.

     Presented  below is an  analysis  of the  Company's  interest  rate risk at
September  30, 2000 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
          -------       -------------   ---------
                       In thousands
          +200 bp         $184,072      $(110,100)
          +100 bp         $242,857      $ (51,315)
             0 bp         $294,172      $       0
          (100)bp         $332,765      $  38,593
          (200)bp         $321,771      $  27,599


     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 assumed  interest  rate  scenarios,  and  repricing 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 the Company's  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 and reactive measures which the Company may take in the future.

                                      -37-

<PAGE>

BankAtlantic Bancorp, Inc.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's principal source of cash flow is dividends from BankAtlantic,
sales of  securities  available  for sale,  borrowings  from  financial  service
companies,  and proceeds from the issuance of debt and equity  securities.  Such
funds were  utilized by the Company to pay dividends on its  outstanding  common
stock, interest payments on its Debentures,  investment notes and notes payable,
acquire its common stock,  fund purchases of securities  available for sale, and
repurchases of its 5-5/8% Debentures. Dividends from BankAtlantic to the Company
are subject to regulatory approval.

     BankAtlantic's  primary  sources of funds  during the first nine  months of
2000 were from principal collected on loans,  securities  available for sale and
investment securities held to maturity,  sales of securities available for sale,
loans held for sale,  FHLB stock,  REO,  and real  estate held for  development,
borrowings from FHLB advances,  securities sold under  agreements to repurchase,
sales of property and equipment, and deposit inflows. These funds were primarily
utilized to fund  operating  expenses,  deposit  maturities,  loan purchases and
fundings,  purchases of FHLB stock, and increases in tax  certificates,  trading
securities, real estate inventory, joint venture investments, securities held to
maturity and securities available for sale. At September 30, 2000,  BankAtlantic
met all applicable liquidity and regulatory capital requirements.

     The  Company's  commitments  to originate  loans at September 30, 2000 were
$164.9 million  compared to $173.8 million at September 30, 1999.  Additionally,
the  Company  had  commitments  to  purchase  $21.0  million of  mortgage-backed
securities  at September  30, 2000 compared to zero during the same 1999 period.
At September 30, 2000, loan commitments were 6.00% of net loans receivable.

     Leasing  Technology  Inc.  ("LTI") is  obligated  on leases  sold with full
recourse by LTI to investors prior to the Company's acquisition. Under the terms
of such agreements, LTI is subject to recourse for 100% of the remaining balance
of the lease receivable of LTI sold upon a default by the lessees.  At September
30, 2000, the amount of lease payments  subject to such recourse  provisions was
approximately $1.2 million and a $47,000 estimated liability on leases sold with
recourse  is  included  in  other  liabilities  in the  Company's  Statement  of
Financial Condition.

     On August 17, 2000, the Company's Class A and Class B shareholders approved
a transaction  which  resulted in the  redemption and retirement of all publicly
held  shares of Class B Common  Stock at a price of $6.00 per share and that had
the effect of converting BFC Financial Corporation's 4,876,124 shares of Class B
Common  Stock  into  Class B Common  Stock with an  equivalent  economic  value.
Pursuant to the  transaction,  the Company paid $33.1  million  (including  $1.4
million of transaction  expenses) to retire  5,275,752  shares of Class B Common
Stock.  As a result of the  transaction,  which was structured as a merger,  BFC
Financial  Corporation  became the sole holder of the Class B Common Stock.  The
Class B Common  Stock held by BFC  represents  100% of the voting  rights of the
Company.

     Outstanding  options to purchase Class A Common Stock remained  exercisable
for the same  number  of shares of Class A Common  Stock of the  Company  as the
surviving  corporation for the same exercise price and upon the same terms as in
effect  before  the  merger.   Likewise,   the  Company's   6-3/4%   Convertible
Subordinated Debentures due 2006 and 5-5/8% Convertible  Subordinated Debentures
due 2007 remained  convertible  into the same number of shares of Class A Common
Stock of the Company as the surviving  corporation at the same conversion  price
and upon the same terms as in effect before the merger.

                                      -38-
<PAGE>

BankAtlantic Bancorp, Inc.

        All  outstanding  options to acquire Class B Common Stock were exchanged
for  1,704,148  non-qualifying  options  to acquire  Class A Common  Stock at an
exercise  price ranging from $2.26 to $2.32.  The Class A options issued had the
same intrinsic value as the Class B options canceled and had  substantially  the
same terms and  conditions as the former  options to purchase  shares of Class B
Common Stock,  including vesting and term. The 1994 option plan for the issuance
of options to acquire Class B Common Stock was terminated.

     In August 2000, the Company  announced a tender offer for up to $25 million
in principal amount of the Company's  outstanding 5-5/8% Debentures due 2007 for
a cash  price of $730 per  $1,000  principal  amount  of 5-5/8%  Debentures.  On
September  29, 2000 the Company  accepted  for  purchase the maximum $25 million
aggregate  principal amount of 5-5/8% Debentures for an aggregate purchase price
of $18.25  million under the terms of the tender offer.  Upon  expiration of the
tender offer, approximately $45 million aggregate principal amount of the 5-5/8%
Debentures  had been validly  tendered,  and since this amount  exceeded the $25
million principal amount tendered by the Company, the 5-5/8% Debentures tendered
were  purchased  on a  pro_rata  basis  (at a  ratio  of  approximately  56%) in
accordance  with the terms of the tender  offer.  The Company  recognized a $3.8
million  (net of  income  tax)  extraordinary  gain upon the  retirement  of the
Debentures. Subject to market conditions and other factors, the Company may seek
to repurchase additional 5-5/8% Debentures in the future.

     In January 2000, the Company announced a tender offer for up to $25 million
in principal amount of the Company's  outstanding 5-5/8% Debentures due 2007 for
a cash  price of $750 per  $1,000  principal  amount  of 5-5/8%  Debentures.  On
February  29, 2000 the Company  accepted  for  purchase  the maximum $25 million
aggregate  principal amount of 5-5/8% Debentures for an aggregate purchase price
of $18.75  million under the terms of the tender offer.  Upon  expiration of the
tender offer, approximately $60 million aggregate principal amount of the 5-5/8%
Debentures  had been validly  tendered,  and since this amount  exceeded the $25
million principal amount tendered by the Company, the 5-5/8% Debentures tendered
were  purchased  on a  pro_rata  basis  (at a  ratio  of  approximately  41%) in
accordance  with the terms of the tender  offer.  The Company  recognized a $3.5
million  (net of  income  tax)  extraordinary  gain upon the  retirement  of the
Debentures.

     During the third quarter of 2000 the Company  purchased  $700,000 of 5-5/8%
Debentures  in the secondary  market and  recognized  an  extraordinary  gain of
$158,000 net of tax.

     In January 2000, the Company began an offering of up to $150 million of its
subordinated  investment notes. The Company  currently  anticipates that no more
than $50 million of investment notes will be outstanding at any time. No minimum
amount of  investment  notes  must be sold and the  Company  may  terminate  the
offering  at any time.  The  interest  rate and  maturity  date are  fixed  upon
issuance.  At  September  30, 2000 the Company had issued an  aggregate of $34.7
million of  investment  notes with  interest  rates  between  10% and 11.75% and
maturity dates between  February 2002 and September  2002. The Company may elect
at any time prior to maturity to  automatically  extend the maturity date of the
investment   notes  for  an  additional  one  year.  The  investment  notes  are
subordinated to all existing and future senior indebtedness.

     On August 24, 2000, the Company closed on a revolving credit facility of up
to $20 million from an independent  financial  institution.  The credit facility
has a three year term and bears  interest  at prime minus 50 basis  points.  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.  At September  30,  2000,  the
credit facility had an outstanding balance of $19.96 million. The Company was in
compliance with all loan covenants at September 30, 2000.

     The Company used the proceeds from the  investment  notes and the revolving
credit facility to fund the tender offer and the merger transaction.

                                      -39-
<PAGE>

BankAtlantic Bancorp, Inc.

     On March 1, 2000,  749,533 restricted shares of Class A Common Stock issued
to key employees of RBCO in connection with the acquisition of RBCO were retired
in exchange for the establishment of interests in the BankAtlantic  Bancorp_Ryan
Beck  Deferred  Compensation  Plan  ("Plan")  in the  aggregate  amount  of $7.8
million.  In January  2000,  each  participant  in the RBCO  retention  pool was
provided the opportunity to exchange those restricted shares that were allocated
to such participant for a cash_based  deferred  compensation  award in an amount
equal to the aggregate  value of the  restricted  shares at the date of the RBCO
acquisition. The Company may at its option terminate the Plan at anytime without
the  consent  of  the   participants  or  stockholders  and  distribute  to  the
participants  the amount  credited  to their  deferred  account  (in whole or in
part).  Subject  to the terms of the Plan,  the  participant's  account  will be
settled by the Company in cash on the vesting  date (June 28,  2002)  except the
Company can elect to defer payment of up to 50% of a  participant's  interest in
the plan for up to one year following the vesting date. If the Company elects to
exercise it rights to defer 50% of the cash  payment,  the Company  will issue a
note  bearing  interest  at  prime  plus  1%.  As  a  result  of  the  exchange,
stockholders'  equity declined by $3.2 million with a corresponding  increase in
other liabilities.

     On July 14, 1999, the Company's Board of Directors  approved the repurchase
on the open market of up to 3.5 million  shares of the  Company's  common stock.
The Board authorized the repurchase of common stock on a  "time-to-time"  basis,
depending  upon market  conditions  and subject to  compliance  with  applicable
securities  laws.  Pursuant to the above  repurchase  plan the Company paid $4.4
million to repurchase  and retire  736,000 shares of Class B Common Stock during
the nine months ended  September  30, 2000.  Pursuant to a previously  announced
plan to  repurchase  shares of common  stock,  the Company  paid $8.4 million to
repurchase and retire  1,149,655 shares of Class A Common Stock and $1.6 million
to repurchase  and retire 221,345 shares of Class B Common Stock during the nine
months ended September 30, 1999.

     During the nine months ended  September  30, 2000 the Company  entered into
interest  rate swap  contracts  with  various  primary  brokers in an  aggregate
notional amount of $275 million,  of which $150 million terminate two years from
the date of issuance and are callable six months from the date of issuance,  $75
million terminate one year from the date of issuance,  $30 million terminate one
year from the date of issuance  and are  callable  three  months after the issue
date and $20.0 million terminate five years from the issue date and are callable
one year after the issue date.  The interest  rate swap  contracts  obligate the
Company to pay the one month  LIBOR  index and the  Company  receives an average
fixed rate of interest of 7.08% for the two year interest rate swaps,  6.83% for
the one year interest rate swaps, 7.10% for the one-year-callable  interest rate
swaps and 7.20% for the  five-year-callable  interest  rate swaps.  The interest
rate swap contracts  were executed to convert the Company's  fixed rate callable
time deposits to a one-month LIBOR interest rate.

     At the indicated date BankAtlantic's capital amounts and ratios were:

                                                         Adequately     Well
                                     Actual             Capitalized  Capitalized
                                     Amount     Ratio      Ratio       Ratio
                                    --------  --------  -----------  ----------
(In thousands)
At September 30, 2000:
Total risk-based capital ........   $331,025   11.67 %     8.00 %      10.00 %
Tier I risk-based capital .......   $295,444   10.41 %     4.00 %       6.00 %
Tangible capital ................   $295,444    6.99 %     1.50 %       1.50 %
Core capital ....................   $295,444    6.99 %     4.00 %       5.00 %

At December 31, 1999:
Total risk-based capital ........   $339,322   13.30 %     8.00 %      10.00 %
Tier I risk-based capital .......   $307,270   12.04 %     4.00 %       6.00 %
Tangible capital ................   $307,270    7.71 %     1.50 %       1.50 %
Core capital ....................   $307,270    7.71 %     4.00 %       5.00 %


                                      -40-
<PAGE>

BankAtlantic Bancorp, Inc.

     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 the Company's  Annual  Report on Form 10-K for the year ended  December
31, 1999.

     The Company's wholly owned subsidiary,  RBCO, is subject to the net capital
provisions of the Securities Exchange Act of 1934. At September 30, 2000, RBCO's
regulatory net capital was  approximately  $6.3 million,  which exceeded minimum
net capital rule requirements by $5.3 million.

     RBCO  operates  as a  fully-disclosed  broker  and,  accordingly,  customer
accounts  are  carried  on the  books  of the  clearing  broker.  However,  RBCO
safekeeps and redeems  municipal  bond coupons for the benefit of its customers.
Accordingly,  RBCO is  subject  to  Securities  and  Exchange  Commission  rules
relating to possession or control and customer  reserve  requirements and was in
compliance with such rules at September 30, 2000.







                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


















                                      -41-

<PAGE>

BankAtlantic Bancorp, Inc.


PART II - OTHER INFORMATION

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held an Annual Meeting of  Shareholders  on August 17, 2000. At
the meeting three Directors were elected by the following votes:


                                           For        Against
                                        ---------    ---------
        John E. Abdo ................   9,490,764      67,191
        Charlie C. Winningham, II ...   9,427,400     130,555
        Ira Siegel ..................   9,490,864      67,091


     The following Directors terms of office continued after the meeting:

            Jarett S. Levan            Bruno Di Giulian
            Steven M. Coldren          Alan B. Levan
            Mary G. Ginestra           Ben A. Plotkin


     Holders  of Class A Common  Stock  and  Class B Common  Stock  adopted  the
Amended and Restated  Agreement and Plan of Merger,  dated March 29, 2000 by the
following votes:

                                                                     Broker
                                 For        Against    Abstained    Non-vote
                              ----------   ---------   ---------   ---------
Class A Common Shareholders   20,086,486   1,852,617    129,365            0
Class B Common Shareholders    8,073,357     200,805     43,644    1,233,049






EXHIBITS AND REPORT ON FORM 8-K

(a)           EXHIBITS

              Exhibit 11 - Statement re Computation of Per Share Earnings


(b)           Reports on Form 8-K

              None













                                      -42-
<PAGE>

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.



Date:  November 13, 2000              By:   /s/Alan B. Levan
       -----------------                    -------------------------
                                            Alan B. Levan
                                            Chief Executive Officer/
                                            Chairman/President


Date:  November 13, 2000              By:   /s/James A. White
       -----------------                    -------------------------
                                            James A. White
                                            Executive Vice President,
                                            Chief Financial Officer











<PAGE>
BankAtlantic Bancorp, Inc.
                                                                     EXHIBIT 11
                                                                     ----------
EARNINGS PER SHARE

     The following  reconciles the numerators and  denominators of the basic and
diluted  earnings  per share.  The basic and  diluted  Class B weighted  average
shares were restated to reflect the merger  whereby each weighted  average share
of Class B Common Stock before the merger was converted into .0000002051  shares
of Class B Common Stock after the merger.
<TABLE>
<CAPTION>

                                                 For the Three Months                      For the Three Months
                                                Ended September 30, 2000                 Ended September 30, 1999
(In thousands, except share data         -------------------------------------    -------------------------------------
 and percentages)                          Class A       Class B       Total        Class A       Class B      Total
                                         -----------   ----------   ----------    -----------   ----------   ----------
BASIC NUMERATOR
<S>                                      <C>           <C>          <C>           <C>           <C>          <C>
Actual dividends declared ...........    $       801   $      113   $      914    $       758   $      228   $      986
Basic allocation of undistributed
 earnings from continuing operations             235           50          285          6,051        1,853        7,904
                                         -----------   ----------   ----------    -----------   ----------   ----------
Income from continuing operations ...          1,036          163        1,199          6,809        2,081        8,890
Income from discontinued operations .            136           29          165            286           87          373
Income from extraordinary item ......          3,265          701        3,966              0            0            0
                                         -----------   ----------   ----------    -----------   ----------   ----------
Net income ..........................    $     4,437          893        5,330          7,095        2,168        9,263
                                         ===========   ==========   ==========    ===========   ==========   ==========
BASIC DENOMINATOR
Weighted average shares outstanding .     31,588,054         1.53                  30,583,412         2.11
                                         ===========   ==========                 ===========   ==========
Allocation percentage ...............          82.35%       17.65%                      76.57%       23.43%
                                         ===========   ==========                 ===========   ==========
Basic earnings per share ............    $      0.14   $   582.86                 $      0.23   $ 1,026.91
                                         ===========   ==========                 ===========   ==========
DILUTED NUMERATOR
Actual dividends declared ...........    $       801   $      113   $      914    $       758   $      228   $      986
                                         -----------   ----------   ----------    -----------   ----------   ----------
Basic allocation of undistributed
 earnings from continuing operations             235           50          285          6,051        1,853        7,904
                                         -----------   ----------   ----------    -----------   ----------   ----------
Reallocation of basic undistributed
 earnings due to change in allocation
 percentage .........................             (1)           1            0            509         (509)           0
                                         -----------   ----------   ----------    -----------   ----------   ----------
Diluted allocated undistributed
 earnings from continuing operations             234           51          285          6,560        1,344        7,904
                                         -----------   ----------   ----------    -----------   ----------   ----------
Interest expense on convertible debt               0            0            0          1,250          256        1,506
                                         -----------   ----------   ----------    -----------   ----------   ----------
Dilutive net income from continuing
 operations .........................          1,035          164        1,199          8,568        1,828       10,396
Dilutive net income from discontinued
 operations .........................            135           30          165            309           64          373
Extraordinary item ..................          3,250          716        3,966              0            0            0
                                         -----------   ----------   ----------    -----------   ----------   ----------
Net income ..........................    $     4,420   $      910   $    5,330    $     8,877   $    1,892   $   10,769
                                         ===========   ==========   ==========    ===========   ==========   ==========
DILUTED DENOMINATOR
Basic weighted average shares
 outstanding ........................     31,588,054         1.53                  30,583,412         2.11
Convertible debentures ..............              0            -                  17,870,080            -
Options .............................        134,341         0.05                     308,795         0.14
                                         -----------   ----------                 -----------   ----------
Diluted weighted average shares
 outstanding ........................     31,722,395         1.58                  48,762,287         2.25
                                         ===========   ==========                 ===========   ==========
Allocation percentage ...............          81.95%       18.05%                      83.01%       16.99%
                                         ===========   ==========                 ===========   ==========
Diluted earnings per share ..........    $      0.14   $   576.03                 $      0.18   $   839.71
                                         ===========   ==========                 ===========   ==========
</TABLE>


<PAGE>

   BankAtlantic Bancorp, Inc.

<TABLE>
<CAPTION>

                                                 For the Nine Months                      For the Nine Months
                                                Ended September 30, 2000                 Ended September 30, 1999
(In thousands, except share data         -------------------------------------    -------------------------------------
 and percentages)                          Class A       Class B       Total        Class A       Class B      Total
                                         -----------   ----------   ----------    -----------   ----------   ----------
BASIC NUMERATOR
<S>                                      <C>           <C>          <C>           <C>           <C>          <C>
Actual dividends declared ...........    $     2,402   $     566    $    2,968    $     2,182   $      746   $    2,928
Basic allocation of undistributed
earnings from continuing operations .          5,479       1,436         6,915         17,407        5,356       22,763
                                         -----------   ---------    ----------    -----------   ----------   ----------
Income from continuing operations ...          7,881       2,002         9,883         19,589        6,102       25,691
Income from discontinued operations .            336          88           424            898          276        1,174
Extraordinary item ..................          5,894       1,538         7,432              0            0            0
                                         -----------   ---------    ----------    -----------   ----------   ----------
Net income ..........................    $    14,111   $   3,628    $   17,739    $    20,487   $    6,378   $   26,865
                                         ===========   =========    ==========    ===========   ==========   ==========

BASIC DENOMINATOR
Weighted average shares outstanding .     31,544,733        1.86                   30,554,979         2.12
                                         ===========   =========                  ===========   ==========
Allocation percentage ...............          79.25%      20.75%                       76.47%       23.53%
                                         ===========   =========                  ===========   ==========
Basic earnings per share ............    $      0.45   $1,951.18                  $      0.67   $ 3,007.85
                                         ===========   =========                  ===========   ==========

DILUTED NUMERATOR
Actual dividends declared ...........    $     2,402   $     566    $    2,968    $     2,182   $      746   $    2,928
                                         -----------   ---------    ----------    -----------   ----------   ----------
Basic allocation of undistributed
 earnings from continuing operations           5,479       1,436         6,915         17,407        5,356       22,763
                                         -----------   ---------    ----------    -----------   ----------   ----------
Reallocation of basic undistributed
 earnings due to change in allocation
 percentage .........................            378        (378)            0          1,468       (1,468)           0
                                         -----------   ---------    ----------    -----------   ----------   ----------
Diluted allocated undistributed
 earnings from continuing operations           5,857       1,058         6,915         18,875        3,888       22,763
                                         -----------   ---------    ----------    -----------   ----------   ----------
Interest expense on convertible debt           3,303         597         3,900          3,742          771        4,513
                                         -----------   ---------    ----------    -----------   ----------   ----------
Dilutive income from continuing
 operations .........................         11,562       2,221        13,783         24,799        5,405       30,204
Dilutive income from discontinued
 operations .........................            364          60           424            973          201        1,174
Dilutive income from extraordinary
 item ...............................          6,295       1,137         7,432              0            0            0
                                         -----------   ---------    ----------    -----------   ----------   ----------
Net income ..........................   $     18,221   $   3,418    $   21,639    $    25,772   $    5,606   $   31,378
                                        ============   =========    ==========    ===========   ==========   ==========

DILUTED DENOMINATOR
Basic weighted average shares
 outstanding ........................     31,544,733        1.86                   30,554,979         2.12
Convertible debentures ..............     16,107,909           -                   17,872,231            -
 Options ............................         50,103        0.08                      337,700         0.15
                                         -----------   ---------                  -----------   ----------
Diluted weighted average shares
 outstanding ........................     47,702,745        1.94                   48,764,910         2.27
                                         ===========   =========                  ===========   ==========
Allocation percentage ...............          84.70%      15.30%                       82.92%       17.08%
                                         ===========   =========                  ===========   ==========
Diluted earnings per share ..........    $      0.38   $1,762.91                  $      0.53     2,473.91
                                         ===========   =========                  ===========   ==========

</TABLE>