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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, 2002                                       
| 
|  |  | OR                                                                                      
| 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 34-027228

BankAtlantic Bancorp, Inc.
(Exact name of registrant as specified in its charter)

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

|                                                                                             |  |                 
|-------------------------------------------------------------------------------------------- |  | ----------------
|1750 East Sunrise Boulevard
Ft. Lauderdale, Florida
(Address of principal executive offices) |  | 33304
(Zip Code)

(954) 760-5000
(Registrants telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

YES x          NO o

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

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



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TABLE OF CONTENTS



|                                                                                                                                           |                                          |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                                                                                             
|CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION -UNAUDITED                                                                                 
|CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED                                                                                         
|CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED                                                                                         
|CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2002  UNAUDITED
|CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED                                                                                         
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED                                                                                    
|PART II. OTHER INFORMATION                                                                                                                
|                                                                                                                                           | Item 1. Legal Proceedings               
|                                                                                                                                           | Item 6. Exhibits and Reports on Form 8-K
|Signatures                                                                                                                                
|AMENDED & RESTATED DECLARATION OF TRUST                                                                                                   
|FLOATING RATE                                                                                                                             
|AMENDED & RESTATED TRUST AGREEMENT                                                                                                        
|JUNIOR SUBORDINATED INCENTIVE                                                                                                             
|STATEMENT RE: COMPUTATION PER SHARE EARNINGS                                                                                              
|CERTIFICATION PURSUANT SECTION 906                                                                                                        
|CERTIFICATION PURSUANT SECTION 906                                                                                                        



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TABLE OF CONTENTS

|          |  |                                                                                                                                              |  |      
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | -----
|          |  |                                                                                                                                              |  | Page 
|          |  |                                                                                                                                              |  |      
|Part I    |  | FINANCIAL INFORMATION                                                                                                                        |  |      
|         
|Reference |  |                                                                                                                                              |  |      
|         
|Item 1.   |  | Financial Statements                                                                                                                         |  | 1-21 
|         
|          |  | Consolidated Statements of Financial Condition  September 30, 2002 and 2001
and December 31, 2001   Unaudited                              |  | 4    
|         
|          |  | Consolidated Statements of Operations  For the Three and Nine
Months Ended September 30, 2002 and 2001  Unaudited                          |  | 5-6  
|         
|          |  | Consolidated Statements of Stockholders Equity and Comprehensive Income -
For the Nine Months Ended September 30, 2002 and 2001  Unaudited |  | 7    
|         
|          |  | Consolidated Statements of Cash Flows  For the Nine Months Ended
September 30, 2002 and 2001  Unaudited                                    |  | 8-9  
|         
|          |  | Notes to Consolidated Financial Statements  Unaudited                                                                                       |  | 10-21
|         
|Item 2.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                        |  | 22-37
|         
|Item 3.   |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                   |  | 38-40
|         
|Item 4.   |  | Controls and Procedures                                                                                                                      |  | 40   
|         
|         
|Part II   |  | OTHER INFORMATION                                                                                                                            |  |      
|         
|Item 1.   |  | Legal Proceedings                                                                                                                            |  | 41   
|         
|Item 6.   |  | Exhibits and Reports on Form 8-K                                                                                                             |  | 41   
|         
|          |  | Signatures and Certification                                                                                                                 |  | 42-44





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PART I. FINANCIAL INFORMATION

BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION -UNAUDITED

|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |           | 
|--------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---- | ------------- | --------- | ------------ | ---- | ------------- | --------- |  | - | --------- | --------- | 
|                                                                                                                                        |                                            |      | September 30, |           | December 31, |      | September 30,
|(In thousands, except share data)                                                                                                       |                                            | 2002 |               | 2001      |              | 2001
|                                                                                                                                        |                                            |      |               |           |              |     
|ASSETS                                                                                                                                  |                                            |      |               |           |              |      |               |           |  |   |           |          
|Cash and due from depository institutions                                                                                               |                                            | $    | 167,683       |           |              | $    | 120,049       |           |  | $ | 86,201    |          
|Securities purchased under resell agreements                                                                                            |                                            |      | 147           |           |              |      | 156           |           |  |   | 17,280    |          
|Investment securities and tax certificates (approximate fair value: $418,047
$434,470 and $366,616)                                     |                                            |      | 411,488       |           |              |      | 428,718       |           |  |   | 359,967   |          
|Loans receivable, net                                                                                                                   |                                            |      | 3,627,406     |           |              |      | 2,774,238     |           |  |   | 2,885,518 |          
|Securities available for sale (at fair value)                                                                                           |                                            |      | 652,203       |           |              |      | 843,867       |           |  |   | 945,105   |          
|Trading securities (at fair value)                                                                                                      |                                            |      | 166,182       |           |              |      | 68,296        |           |  |   | 33,024    |          
|Accrued interest receivable                                                                                                             |                                            |      | 36,603        |           |              |      | 33,706        |           |  |   | 36,113    |          
|Real estate held for development and sale and joint ventures                                                                            |                                            |      | 251,519       |           |              |      | 178,273       |           |  |   | 173,032   |          
|Equity method investment                                                                                                                |                                            |      | 59,995        |           |              |      |              |           |  |   |          |          
|Office properties and equipment, net                                                                                                    |                                            |      | 91,807        |           |              |      | 61,685        |           |  |   | 61,986    |          
|Federal Home Loan Bank stock, at cost which approximates fair value                                                                     |                                            |      | 65,224        |           |              |      | 56,428        |           |  |   | 56,428    |          
|Deferred tax asset, net                                                                                                                 |                                            |      | 34,261        |           |              |      | 17,879        |           |  |   | 16,669    |          
|Goodwill                                                                                                                                |                                            |      | 79,005        |           |              |      | 39,859        |           |  |   | 40,807    |          
|Core deposit intangible asset                                                                                                           |                                            |      | 14,210        |           |              |      |              |           |  |   |          |          
|Other assets                                                                                                                            |                                            |      | 66,481        |           |              |      | 31,332        |           |  |   | 53,526    |          
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|                                                                                                                                        | Total assets                               |      | $             | 5,724,214 |              |      | $             | 4,654,486 |  |   | $         | 4,765,656 | 
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                    |                                            |      |               |           |              |      |               |           |  |   |           |          
|Liabilities:                                                                                                                            |                                            |      |               |           |              |      |               |           |  |   |           |          
|Deposits                                                                                                                                |                                            | $    | 2,974,874     |           |              | $    | 2,276,567     |           |  | $ | 2,293,597 |          
|Advances from FHLB                                                                                                                      |                                            |      | 1,307,739     |           |              |      | 1,106,030     |           |  |   | 1,113,979 |          
|Securities sold under agreements to repurchase                                                                                          |                                            |      | 286,663       |           |              |      | 406,070       |           |  |   | 70,000    |          
|Federal funds purchased                                                                                                                 |                                            |      | 45,000        |           |              |      | 61,000        |           |  |   | 546,521   |          
|Subordinated debentures, notes and bonds payable                                                                                        |                                            |      | 197,195       |           |              |      | 131,428       |           |  |   | 136,906   |          
|Guaranteed preferred beneficial interests in Companys Junior Subordinated
Debentures                                                   |                                            |      | 190,125       |           |              |      | 74,750        |           |  |   | 74,750    |          
|Securities sold not yet purchased                                                                                                       |                                            |      | 33,034        |           |              |      | 38,431        |           |  |   | 43,273    |          
|Due to clearing agent                                                                                                                   |                                            |      | 81,774        |           |              |      | 9,962         |           |  |   |          |          
|Other liabilities                                                                                                                       |                                            |      | 150,370       |           |              |      | 114,575       |           |  |   | 114,197   |          
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|                                                                                                                                        | Total liabilities                          |      |               | 5,266,774 |              |      |               | 4,218,813 |  |   |           | 4,393,223 | 
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|Stockholders equity:                                                                                                                   |                                            |      |               |           |              |      |               |           |  |   |           |          
|Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued and outstanding                                              |                                            |      |              |           |              |      |              |           |  |   |          |          
|Class A common stock, $.01 par value, authorized 80,000,000 shares;
issued and outstanding 53,428,662, 53,203,159 and 46,202,430 shares |                                            |      | 534           |           |              |      | 532           |           |  |   | 462       |          
|Class B common stock, $.01 par value, authorized 45,000,000 shares;
issued and outstanding 4,876,124, 4,876,124 and 4,876,124 shares    |                                            |      | 49            |           |              |      | 49            |           |  |   | 49        |          
|Additional paid-in capital                                                                                                              |                                            |      | 252,689       |           |              |      | 251,202       |           |  |   | 197,285   |          
|Unearned compensation  restricted stock grants                                                                                         |                                            |      | (1,247        | )         |              |      | (1,359        | )         |  |   | (1,579    | )        
|Retained earnings                                                                                                                       |                                            |      | 199,155       |           |              |      | 170,349       |           |  |   | 161,534   |          
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|Total stockholders equity before accumulated other comprehensive income                                                                |                                            |      | 451,180       |           |              |      | 420,773       |           |  |   | 357,751   |          
|Accumulated other comprehensive income                                                                                                  |                                            |      | 6,260         |           |              |      | 14,900        |           |  |   | 14,682    |          
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|                                                                                                                                        | Total stockholders equity                 |      |               | 457,440   |              |      |               | 435,673   |  |   |           | 372,433   | 
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          
|                                                                                                                                        | Total liabilities and stockholders equity |      | $             | 5,724,214 |              |      | $             | 4,654,486 |  |   | $         | 4,765,656 | 
|                                                                                                                                        |                                            |      |               |           |              |      |               |           |  |   |           |          

See Notes to Consolidated Financial Statements  Unaudited

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BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED

|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |         | 
|-------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---- | -------------------- | ------ | ------------------- | ---- | ------ | ------ |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                                                                                                                             |                            |      | For the Three Months |        | For the Nine Months
|                                                                                                                                             |                            |      | Ended September 30,  |        | Ended September 30,
|                                                                                                                                             |                            |      |                      |        |                    
|(In thousands, except share and per share data)                                                                                              |                            | 2002 |                      | 2001   |                     | 2002 |        | 2001  
|                                                                                                                                             |                            |      |                      |        |                     |      |        |       
|Interest income:                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Interest and fees on loans and leases                                                                                                        |                            | $    | 59,969               |        |                     | $    | 60,372 |        |  | $ | 166,365 |         |  | $ | 185,803 |        
|Interest and dividends on securities available for sale                                                                                      |                            |      | 10,322               |        |                     |      | 13,112 |        |  |   | 34,192  |         |  |   | 39,761  |        
|Interest and dividends on other investment and trading securities                                                                            |                            |      | 13,214               |        |                     |      | 9,595  |        |  |   | 33,840  |         |  |   | 27,423  |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|                                                                                                                                             | Total interest income      |      |                      | 83,505 |                     |      |        | 83,079 |  |   |         | 234,397 |  |   |         | 252,987 | 
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Interest expense:                                                                                                                            |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Interest on deposits                                                                                                                         |                            |      | 16,089               |        |                     |      | 21,410 |        |  |   | 48,521  |         |  |   | 68,943  |        
|Interest on advances from FHLB                                                                                                               |                            |      | 15,856               |        |                     |      | 15,476 |        |  |   | 46,452  |         |  |   | 44,837  |        
|Interest on securities sold under agreements to repurchase
and federal funds purchased                                                       |                            |      | 2,305                |        |                     |      | 4,618  |        |  |   | 5,802   |         |  |   | 21,392  |        
|Interest on subordinated debentures, notes and bonds payable
and guaranteed beneficial interests in Companys Junior
Subordinated Debentures |                            |      | 7,306                |        |                     |      | 5,440  |        |  |   | 18,767  |         |  |   | 18,767  |        
|Capitalized interest on real estate developments and joint ventures                                                                          |                            |      | (1,688               | )      |                     |      | (1,426 | )      |  |   | (4,519  | )       |  |   | (4,444  | )      
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|                                                                                                                                             | Total interest expense     |      |                      | 39,868 |                     |      |        | 45,518 |  |   |         | 115,023 |  |   |         | 149,495 | 
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Net interest income                                                                                                                          |                            |      | 43,637               |        |                     |      | 37,561 |        |  |   | 119,374 |         |  |   | 103,492 |        
|Provision for loan losses                                                                                                                    |                            |      | 2,082                |        |                     |      | 7,258  |        |  |   | 10,786  |         |  |   | 14,059  |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Net interest income after provision for loan losses                                                                                          |                            |      | 41,555               |        |                     |      | 30,303 |        |  |   | 108,588 |         |  |   | 89,433  |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Non-interest income:                                                                                                                         |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Investment banking income                                                                                                                    |                            |      | 53,506               |        |                     |      | 10,944 |        |  |   | 106,675 |         |  |   | 29,999  |        
|Net revenues from sales of real estate and joint venture activities                                                                          |                            |      | 8,852                |        |                     |      | 11,241 |        |  |   | 33,295  |         |  |   | 24,582  |        
|Income from equity method investment                                                                                                         |                            |      | 1,427                |        |                     |      |       |        |  |   | 3,168   |         |  |   |        |        
|Service charges on deposits                                                                                                                  |                            |      | 6,684                |        |                     |      | 3,820  |        |  |   | 17,234  |         |  |   | 11,590  |        
|Other service charges and fees                                                                                                               |                            |      | 3,591                |        |                     |      | 3,903  |        |  |   | 10,246  |         |  |   | 11,275  |        
|Gains on securities activities                                                                                                               |                            |      | 186                  |        |                     |      | 2,241  |        |  |   | 6,308   |         |  |   | 4,292   |        
|Impairment of securities                                                                                                                     |                            |      | (302                 | )      |                     |      | (5     | )      |  |   | (18,459 | )       |  |   | (700    | )      
|Other                                                                                                                                        |                            |      | 2,683                |        |                     |      | 2,049  |        |  |   | 7,316   |         |  |   | 6,311   |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|                                                                                                                                             | Total non-interest income  |      |                      | 76,627 |                     |      |        | 34,193 |  |   |         | 165,783 |  |   |         | 87,349  | 
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Non-interest expense:                                                                                                                        |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Employee compensation and benefits                                                                                                           |                            |      | 60,011               |        |                     |      | 22,924 |        |  |   | 141,203 |         |  |   | 69,675  |        
|Occupancy and equipment                                                                                                                      |                            |      | 11,080               |        |                     |      | 7,258  |        |  |   | 28,498  |         |  |   | 21,094  |        
|Advertising and promotion                                                                                                                    |                            |      | 3,645                |        |                     |      | 1,943  |        |  |   | 9,619   |         |  |   | 5,862   |        
|Amortization of intangible assets                                                                                                            |                            |      | 453                  |        |                     |      | 1,041  |        |  |   | 907     |         |  |   | 3,115   |        
|Writedown of real estate owned                                                                                                               |                            |      | 1,400                |        |                     |      | 126    |        |  |   | 1,464   |         |  |   | 298     |        
|Impairment of cost over fair value of net assets acquired                                                                                    |                            |      |                     |        |                     |      | 6,624  |        |  |   |        |         |  |   | 6,624   |        
|Restructuring charges and impairment writedowns                                                                                              |                            |      |                     |        |                     |      | 331    |        |  |   | 1,007   |         |  |   | 331     |        
|Acquisition related charges and impairments                                                                                                  |                            |      | (71                  | )      |                     |      |       |        |  |   | 4,925   |         |  |   |        |        
|Other                                                                                                                                        |                            |      | 20,049               |        |                     |      | 12,081 |        |  |   | 51,241  |         |  |   | 33,347  |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|                                                                                                                                             | Total non-interest expense |      |                      | 96,567 |                     |      |        | 52,328 |  |   |         | 238,864 |  |   |         | 140,346 | 
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Income before income taxes, extraordinary item and
cumulative effect of a change in accounting principle                                     |                            |      | 21,615               |        |                     |      | 12,168 |        |  |   | 35,507  |         |  |   | 36,436  |        
|Provision for income taxes                                                                                                                   |                            |      | 6,611                |        |                     |      | 7,077  |        |  |   | 10,156  |         |  |   | 15,915  |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Income before extraordinary item and cumulative
effect of a change in accounting principle                                                   |                            |      | 15,004               |        |                     |      | 5,091  |        |  |   | 25,351  |         |  |   | 20,521  |        
|Extraordinary item (less applicable income taxes of $0 and $2,771)                                                                           |                            |      | (61                  | )      |                     |      |       |        |  |   | 23,749  |         |  |   |        |        
|Cumulative effect of a change in accounting principle
less applicable provision (benefit) for income taxes
of ($1,246) and $683              |                            |      |                     |        |                     |      |       |        |  |   | (15,107 | )       |  |   | 1,138   |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Net income                                                                                                                                   |                            |      | 14,943               |        |                     |      | 5,091  |        |  |   | 33,993  |         |  |   | 21,659  |        
|Amortization of goodwill, net of tax                                                                                                         |                            |      |                     |        |                     |      | 1,002  |        |  |   |        |         |  |   | 2,971   |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Net income adjusted to exclude goodwill amortization                                                                                         |                            | $    | 14,943               |        |                     | $    | 6,093  |        |  | $ | 33,993  |         |  | $ | 24,630  |        
|                                                                                                                                             |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        

(CONTINUED)

See Notes to Consolidated Financial Statements  Unaudited

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##### Table of Contents



BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED

|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|-------------------------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | ------------------- |  | ---- | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | 
|                                                                                                               |  | For the Three Months |            | For the Nine Months
|                                                                                                               |  | Ended September 30,  |            | Ended September 30,
|                                                                                                               |  |                      |            |                    
|                                                                                                               |  | 2002                 |            | 2001                |  | 2002 |            | 2001
|                                                                                                               |  |                      |            |                     |  |      |            |     
|Earnings per share                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|Basic earnings per share before extraordinary item and
cumulative effect of a change in accounting principle   |  | $                    | 0.26       |                     |  | $    | 0.12       |      |  | $ | 0.44       |   |  | $ | 0.53       | 
|Basic earnings per share from extraordinary item                                                               |  |                      |           |                     |  |      |           |      |  |   | 0.41       |   |  |   |           | 
|Basic earnings per share from cumulative effect of a change
in accounting principle                            |  |                      |           |                     |  |      |           |      |  |   | (0.26      | ) |  |   | 0.03       | 
|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|Basic earnings per share                                                                                       |  |                      | 0.26       |                     |  |      | 0.12       |      |  |   | 0.59       |   |  |   | 0.56       | 
|Basic earnings per share from amortization of goodwill                                                         |  |                      |           |                     |  |      | 0.02       |      |  |   |           |   |  |   | 0.08       | 
|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|Basic earnings per share adjusted for goodwill amortization                                                    |  | $                    | 0.26       |                     |  | $    | 0.14       |      |  | $ | 0.59       |   |  | $ | 0.64       | 
|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|Diluted earnings per share before extraordinary item and
cumulative effect of a change in accounting principle |  | $                    | 0.24       |                     |  | $    | 0.11       |      |  | $ | 0.41       |   |  | $ | 0.44       | 
|Diluted earnings per share from extraordinary item                                                             |  |                      |           |                     |  |      |           |      |  |   | 0.37       |   |  |   |           | 
|Diluted earnings per share from cumulative effect of a change
in accounting principle                          |  |                      |           |                     |  |      |           |      |  |   | (0.23      | ) |  |   | 0.02       | 
|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|Diluted earnings per share                                                                                     |  |                      | 0.24       |                     |  |      | 0.11       |      |  |   | 0.55       |   |  |   | 0.46       | 
|Diluted earnings per share from amortization of goodwill                                                       |  |                      |           |                     |  |      | 0.01       |      |  |   |           |   |  |   | 0.06       | 
|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|Diluted earnings per share adjusted for goodwill amortization                                                  |  | $                    | 0.24       |                     |  | $    | 0.12       |      |  | $ | 0.55       |   |  | $ | 0.52       | 
|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|Basic weighted average number of common shares outstanding                                                     |  |                      | 58,065,396 |                     |  |      | 43,378,684 |      |  |   | 57,967,925 |   |  |   | 38,839,248 | 
|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 
|Diluted weighted average number of common and common
equivalent shares outstanding                             |  |                      | 64,320,448 |                     |  |      | 57,009,076 |      |  |   | 64,450,194 |   |  |   | 53,010,671 | 
|                                                                                                               |  |                      |            |                     |  |      |            |      |  |   |            |   |  |   |            | 

See Notes to Consolidated Financial Statements  Unaudited

6



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##### Table of Contents



BankAtlantic Bancorp, Inc.




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

|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |        |     | 
|--------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------------------------------ | ------ | ------- | ------ | ------- | --- | -------- | - | -------- | ------- | ------ | - | ------- | ------- | ---------- | - | ------- | ------ | -------- | --- | -------- | ------ | - | - | - | ------- | ------ | --- | 
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        | Unearned |     | Accumul- |        |   |   |  
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        | Compen-  |     | ated     |        |   |   |  
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         | Addi-  |   |         |         |            |   | sation  |        | Other    |     |          |        |  
|                                                                            |                                                                 |                                                  |        | Compre- |        |         |     |          |   | tional   |         |        |   |         |         | Restricted |   | Compre- |        |          |     |         
|                                                                            |                                                                 |                                                  |        | hensive |        | Common  |     | Paid-in  |   | Retained |         | Stock  |   | hensive |         |            |   |        
|(In thousands)                                                              |                                                                 | Income                                           |        | Stock   |        | Capital |     | Earnings |   | Grants   |         | Income |   | Total  
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |        
|BALANCE, DECEMBER 31, 2000                                                  |                                                                 |                                                  |        |         |        | $       | 366 |          |   | $        | 103,745 |        |   | $       | 143,471 |            |   | $       | (391   | )        |     | $        | 1,630  |   |   | $ | 248,821 |       
|                                                                            | Net income                                                      |                                                  | $      | 21,659  |        |         |     |         |   |          |         |       |   |         |         | 21,659     |   |         |        |         |     |          |        |  |   |   |         | 21,659 |    
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|                                                                            | Other comprehensive income, net of tax:                         |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |        |    
|                                                                            |                                                                 | Unrealized gain on securities available
for sale |        |         | 17,517 |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |        |     | 
|                                                                            | Accumulated losses associated with cash flow hedge              |                                                  |        | (1,718  | )      |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |        |    
|                                                                            | Reclassification adjustment for net gain
included in net income |                                                  |        | (2,747  | )      |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |        |    
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|                                                                            | Other comprehensive income                                      |                                                  |        | 13,052  |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |        |    
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|Comprehensive income                                                        |                                                                 | $                                                | 34,711 |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|Dividends on Class A Common Stock                                           |                                                                 |                                                  |        |         |        |         |    |          |   |          |        |        |   |         | (3,202  | )          |   |         |       |          |     |          |       |   |   |   | (3,202  | )     
|Dividends on Class B Common Stock                                           |                                                                 |                                                  |        |         |        |         |    |          |   |          |        |        |   |         | (394    | )          |   |         |       |          |     |          |       |   |   |   | (394    | )     
|Exercise of Class A common stock options                                    |                                                                 |                                                  |        |         |        |         | 3   |          |   |          | 1,322   |        |   |         |        |            |   |         |       |          |     |          |       |   |   |   | 1,325   |       
|Tax effect relating to the exercise of
stock options                        |                                                                 |                                                  |        |         |        |         |    |          |   |          | 388     |        |   |         |        |            |   |         |       |          |     |          |       |   |   |   | 388     |       
|Issuance of Class A common stock upon
conversion of subordinated debentures |                                                                 |                                                  |        |         |        |         | 89  |          |   |          | 49,824  |        |   |         |        |            |   |         |       |          |     |          |       |   |   |   | 49,913  |       
|Issuance of Class A common stock                                            |                                                                 |                                                  |        |         |        |         | 53  |          |   |          | 42,006  |        |   |         |        |            |   |         | (1,372 | )        |     |          |        |   |   |   | 40,687  |       
|Amortization of unearned compensation -
restricted stock grants             |                                                                 |                                                  |        |         |        |         |    |          |   |          |        |        |   |         |        |            |   |         | 184    |          |     |          |       |   |   |   | 184     |       
|Net change in accumulated other comprehensive
income, net of income taxes   |                                                                 |                                                  |        |         |        |         |    |          |   |          |        |        |   |         |        |            |   |         |       |          |     |          | 13,052 |   |   |   | 13,052  |       
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|BALANCE, SEPTEMBER 30, 2001                                                 |                                                                 |                                                  |        |         |        | $       | 511 |          |   | $        | 197,285 |        |   | $       | 161,534 |            |   | $       | (1,579 | )        |     | $        | 14,682 |   |   | $ | 372,433 |       
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|BALANCE, DECEMBER 31, 2001                                                  |                                                                 |                                                  |        |         |        | $       | 581 |          |   | $        | 251,202 |        |   | $       | 170,349 |            |   | $       | (1,359 | )        |     | $        | 14,900 |   |   | $ | 435,673 |       
|                                                                            | Net income                                                      |                                                  | $      | 33,993  |        |         |     |         |   |          |         |       |   |         |         | 33,993     |   |         |        |         |     |          |        |  |   |   |         | 33,993 |    
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|                                                                            | Other comprehensive income, net of tax:                         |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |        |    
|Unrealized loss on securities available for
sale                            |                                                                 |                                                  | (3,099 | )       |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|Accumulated loss associated with
cash flow hedges                           |                                                                 |                                                  | (1,903 | )       |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|Reclassification adjustment for cash flow hedges                            |                                                                 |                                                  | 399    |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|Reclassification adjustment for net gain
included in net income             |                                                                 |                                                  | (4,037 | )       |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|                                                                            | Other comprehensive loss                                        |                                                  |        | (8,640  | )      |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |        |    
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|Comprehensive income                                                        |                                                                 | $                                                | 25,353 |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|Dividends on Class A Common Stock                                           |                                                                 |                                                  |        |         |        |         |    |          |   |          |        |        |   |         | (4,754  | )          |   |         |       |          |     |          |       |   |   |   | (4,754  | )     
|Dividends on Class B Common Stock                                           |                                                                 |                                                  |        |         |        |         |    |          |   |          |        |        |   |         | (433    | )          |   |         |       |          |     |          |       |   |   |   | (433    | )     
|Issuance of Class A common stock                                            |                                                                 |                                                  |        |         |        |         | 2   |          |   |          | 1,168   |        |   |         |        |            |   |         |       |          |     |          |       |   |   |   | 1,170   |       
|Tax effect relating to the exercise of
stock options                        |                                                                 |                                                  |        |         |        |         |    |          |   |          | 430     |        |   |         |        |            |   |         |       |          |     |          |       |   |   |   | 430     |       
|Issuance of Class A common stock upon
conversion of subordinated debentures |                                                                 |                                                  |        |         |        |         |    |          |   |          | 25      |        |   |         |        |            |   |         |       |          |     |          |       |   |   |   | 25      |       
|Issuance of equity method investment common stock                           |                                                                 |                                                  |        |         |        |         |    |          |   |          | (228    | )      |   |         |        |            |   |         |       |          |     |          |       |   |   |   | (228    | )     
|Issuance of subsidiary stock options                                        |                                                                 |                                                  |        |         |        |         |    |          |   |          | 92      |        |   |         |        |            |   |         |       |          |     |          |       |   |   |   | 92      |       
|Amortization of unearned compensation                                       |                                                                 |                                                  |        |         |        |         |    |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|                                                                            |                                                                 | restricted stock grants                          |        |         |        |         |     |          |  |          |         |        |  |         |         |            |  |         |        |          | 112 |          |        |   |  |   |         |        | 112 | 
|Net change in accumulated other comprehensive
income, net of income taxes   |                                                                 |                                                  |        |         |        |         |    |          |   |          |        |        |   |         |        |            |   |         |       |          |     |          | (8,640 | ) |   |   | (8,640  | )     
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       
|BALANCE, SEPTEMBER 30, 2002                                                 |                                                                 |                                                  |        |         |        | $       | 583 |          |   | $        | 252,689 |        |   | $       | 199,155 |            |   | $       | (1,247 | )        |     | $        | 6,260  |   |   | $ | 457,440 |       
|                                                                            |                                                                 |                                                  |        |         |        |         |     |          |   |          |         |        |   |         |         |            |   |         |        |          |     |          |        |   |   |   |         |       

See Notes to Consolidated Financial Statements  Unaudited

7



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##### Table of Contents



BankAtlantic Bancorp, Inc.




CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED

|                                                                                         |  |                     |          |      |  |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------- | -------- | ---- |  | - | -------- | -
|                                                                                         |  | For the Nine Months
|                                                                                         |  | Ended September 30,
|                                                                                         |  |                    
|(In thousands)                                                                           |  | 2002                |          | 2001
|                                                                                         |  |                     |          |     
|Operating activities:                                                                    |  |                     |          |      |  |   |          |  
|Income before cumulative effect of a change in
accounting principle                      |  | $                   | 25,351   |      |  | $ | 20,521   |  
|Cumulative effect of a change in accounting principle, net of tax                        |  |                     | (15,107  | )    |  |   | 1,138    |  
|Adjustments to reconcile net income to net cash (used) provided in operating
activities: |  |                     |          |      |  |   |          |  
|Provision for credit losses*                                                             |  |                     | 13,425   |      |  |   | 15,257   |  
|Change in real estate inventory                                                          |  |                     | (57,625  | )    |  |   | (23,999  | )
|Equity in joint venture earnings                                                         |  |                     | (2,166   | )    |  |   | (2,604   | )
|Equity in earnings from equity method investment                                         |  |                     | (3,168   | )    |  |   |         |  
|Issuance of equity method investment common stock                                        |  |                     | (228     | )    |  |   |         |  
|Net originations of loans held for sale activity                                         |  |                     | (14,371  | )    |  |   | (21,182  | )
|Proceeds from sales of loans classified as held for sale                                 |  |                     | 6,953    |      |  |   | 13,150   |  
|Gains on securities activities                                                           |  |                     | (6,308   | )    |  |   | (4,292   | )
|Gain on sale of real estate held for sale                                                |  |                     | (941     | )    |  |   |         |  
|Impairment of securities                                                                 |  |                     | 18,459   |      |  |   | 700      |  
|Losses (gains) on sales of property and equipment                                        |  |                     | 328      |      |  |   | (178     | )
|Gain on sale of real estate owned                                                        |  |                     | (114     | )    |  |   | (1,174   | )
|Gains on sales of in-store branches                                                      |  |                     | (384     | )    |  |   | (319     | )
|Property and equipment impairment                                                        |  |                     | 205      |      |  |   |         |  
|Acquisition related impairment                                                           |  |                     | 515      |      |  |   |         |  
|Depreciation, amortization and accretion, net                                            |  |                     | 4,770    |      |  |   | 4,204    |  
|Amortization of intangible assets                                                        |  |                     | 907      |      |  |   | 3,115    |  
|Impairment of cost over fair value of net assets acquired                                |  |                     | 16,353   |      |  |   | 6,624    |  
|(Increase) decrease in deferred tax asset, net                                           |  |                     | (10,560  | )    |  |   | 2,006    |  
|Issuance of subsidiary stock options                                                     |  |                     | 92       |      |  |   |         |  
|Trading activities, net                                                                  |  |                     | 20,877   |      |  |   | 10,533   |  
|(Increase) decrease in accrued interest receivable                                       |  |                     | (77      | )    |  |   | 7,933    |  
|Increase in other assets                                                                 |  |                     | (440     | )    |  |   | (25,516  | )
|Decrease in due to clearing agent                                                        |  |                     | (29,893  | )    |  |   | (10,833  | )
|(Decrease) increase in securities sold not yet purchased                                 |  |                     | (6,598   | )    |  |   | 31,248   |  
|Increase in other liabilities                                                            |  |                     | 7,492    |      |  |   | 7,392    |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Net cash (used) provided in operating activities                                         |  |                     | (32,253  | )    |  |   | 33,724   |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Investing activities:                                                                    |  |                     |          |      |  |   |          |  
|Proceeds from redemption and maturities of investment
securities and tax certificates    |  |                     | 169,485  |      |  |   | 155,644  |  
|Purchase of investment securities and tax certificates                                   |  |                     | (163,925 | )    |  |   | (131,865 | )
|Purchases of securities available for sale                                               |  |                     | (294,257 | )    |  |   | (480,581 | )
|Proceeds from sales and maturities of securities available for sale                      |  |                     | 583,902  |      |  |   | 402,786  |  
|Proceeds from sales of FHLB stock                                                        |  |                     | 6,509    |      |  |   | 512      |  
|FHLB stock acquired                                                                      |  |                     | (7,242   | )    |  |   | (5,000   | )
|Purchases and net (originations) collections of loans and leases                         |  |                     | (247,328 | )    |  |   | (41,371  | )
|Proceeds from sales of real estate held for sale                                         |  |                     | 4,081    |      |  |   |         |  
|Proceeds from sales of real estate owned                                                 |  |                     | 4,965    |      |  |   | 5,338    |  
|Net additions to office property and equipment                                           |  |                     | (17,452  | )    |  |   | (6,569   | )
|Increase in equity method investment                                                     |  |                     | (53,430  | )    |  |   |         |  
|Repayments of joint venture investments                                                  |  |                     | 2,667    |      |  |   | 1,326    |  
|Acquisitions, net of cash acquired                                                       |  |                     | (52,783  | )    |  |   | (315     | )
|                                                                                         |  |                     |          |      |  |   |          |  
|Net
cash used in investing activities                                                    |  |                     | (64,808  | )    |  |   | (100,095 | )
|                                                                                         |  |                     |          |      |  |   |          |  
|Financing activities:                                                                    |  |                     |          |      |  |   |          |  
|
|Net increase in deposits                                                                 |  |                     | 102,177  |      |  |   | 96,116   |  
|Reduction in deposits from sale of in-store branches                                     |  |                     | (42,597  | )    |  |   | (37,004  | )
|Repayments of FHLB advances                                                              |  |                     | (162,661 | )    |  |   | (289,822 | )
|Proceeds from FHLB advances                                                              |  |                     | 227,499  |      |  |   | 365,000  |  
|Net decrease in securities sold under agreements
to repurchase                           |  |                     | (119,407 | )    |  |   | (112,981 | )
|Net (decrease) increase in federal funds purchased                                       |  |                     | (16,000  | )    |  |   | 60,300   |  
|Repayment of notes and bonds payable                                                     |  |                     | (59,306  | )    |  |   | (41,067  | )
|Proceeds from notes and bonds payable                                                    |  |                     | 103,623  |      |  |   | 39,558   |  
|Issuance of common stock                                                                 |  |                     | 1,170    |      |  |   | 41,697   |  
|Retirement of convertible subordinated debentures                                        |  |                     |         |      |  |   | (251     | )
|Retirement of subordinated debentures                                                    |  |                     |         |      |  |   | (34,791  | )
|Issuance of trust preferred securities                                                   |  |                     | 115,375  |      |  |   |         |  
|Common stock dividends paid                                                              |  |                     | (5,187   | )    |  |   | (3,596   | )
|                                                                                         |  |                     |          |      |  |   |          |  
|Net cash provided in financing activities                                                |  |                     | 144,686  |      |  |   | 83,159   |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Increase in cash and cash equivalents                                                    |  |                     | 47,625   |      |  |   | 16,788   |  
|Cash and cash equivalents at beginning of period                                         |  |                     | 120,205  |      |  |   | 86,693   |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                               |  | $                   | 167,830  |      |  | $ | 103,481  |  
|                                                                                         |  |                     |          |      |  |   |          |  

See Notes to Consolidated Financial Statements  Unaudited (Continued)

8



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##### Table of Contents



BankAtlantic Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED

|                                                                                        |  |                     |         |      |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ------------------- | ------- | ---- |  | - | ------- | -
|                                                                                        |  | For the Nine Months
|                                                                                        |  | Ended September 30,
|                                                                                        |  |                    
|(In thousads)                                                                           |  | 2002                |         | 2001
|                                                                                        |  |                     |         |     
|Interest paid                                                                           |  | $                   | 119,149 |      |  | $ | 159,145 |  
|Income taxes paid                                                                       |  |                     | 30,850  |      |  |   | 13,875  |  
|Loans transferred to real estate owned                                                  |  |                     | 12,427  |      |  |   | 3,040   |  
|Loans transferred from held for sale to held to maturity                                |  |                     | 7,334   |      |  |   |        |  
|Loan net charge-offs                                                                    |  |                     | 19,342  |      |  |   | 16,771  |  
|Tax certificate net charge-offs (recoveries)                                            |  |                     | 1,035   |      |  |   | 1,285   |  
|Increase in equity for the tax effect related to the exercise of
employee stock options |  |                     | 430     |      |  |   | 388     |  
|Transfer of securities available for sale to equity
method investment                   |  |                     | 2,728   |      |  |   |        |  
|Issuance of notes payable under the Ryan Beck deferred
compensation plan                |  |                     | 3,675   |      |  |   |        |  
|Change in other comprehensive income                                                    |  |                     | (12,448 | )    |  |   | 20,350  |  
|Change in deferred taxes on other comprehensive income                                  |  |                     | 3,808   |      |  |   | (7,298  | )
|Change in stockholders equity from other comprehensive income                          |  |                     | (8,640  | )    |  |   | 13,052  |  
|Issuance of Class A Common Stock upon acquisition                                       |  |                     |        |      |  |   | 315     |  
|Issuance of Class A Common Stock upon conversion of
subordinated debentures             |  |                     | 25      |      |  |   | 49,913  |  



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

See Notes to Consolidated Financial Statements  Unaudited

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##### Table of Contents



BankAtlantic Bancorp, Inc.




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED

1. Presentation of Interim Financial Statements

BankAtlantic Bancorp, Inc. (the Company) is a Florida-based
diversified financial services holding company. The Companys principal assets
include BankAtlantic and its subsidiaries, Levitt Companies, LLC (Levitt
Companies) and its subsidiaries and Ryan Beck & Co. (Ryan Beck) and its
subsidiaries. BankAtlantic is a federal savings bank headquartered in Fort
Lauderdale, Florida which provides traditional retail banking services and a
wide range of commercial banking products and related financial services. Levitt
Companies principal activities include residential construction, real estate
development and real estate joint venture investments in Florida. Levitt
Companies principal assets include Core Communities, LLC, Levitt and Sons, LLC
and its investment in Bluegreen Corporation (Bluegreen). Core Communities
develops land for master planned communities located in Florida. Levitt and Sons
is primarily a developer of single-family home communities and has participated
in condominium and rental apartment joint ventures mainly in Florida. Bluegreen,
a New York Stock Exchange listed company in which we own approximately 40% of
the outstanding common stock, is a developer of primarily drive-to vacation
interval resorts, golf communities and residential land. Ryan Beck is an
investment banking and brokerage firm which provides a wide range of investment
banking, brokerage and investment management services. All significant
inter-company balances and transactions have been eliminated in consolidation,
including $26.1 million of loans from BankAtlantic to Levitt Companies, $30
million of loans from the Company to Levitt Companies and $5.0 million of loans
from the Company to Ryan Beck.

In managements opinion, the accompanying consolidated financial
statements contain such adjustments necessary to present fairly the Companys
consolidated financial condition at September 30, 2002, December 31, 2001 and
September 30, 2001, the consolidated results of operations for the three and
nine-months ended September 30, 2002 and 2001, the consolidated stockholders
equity and comprehensive income for the nine-months ended September 30, 2002 and
2001 and the consolidated cash flows for the nine months ended September 30,
2002 and 2001. Such adjustments consisted only of normal recurring items except
for the extraordinary item discussed in Note 4 and the cumulative effect of a
change in accounting principle discussed in Notes 10 and 12. The consolidated
financial statements and related notes are presented as permitted by Form 10-Q
and should be read in conjunction with the notes to the consolidated financial
statements appearing in the Companys Annual Report on Form 10-K for the year
ended December 31, 2001 and our Form 10-Q for each of the periods ended March
31, 2002 and June 30, 2002.

2. Common Unit Options

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

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

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

3. Trust Preferred Securities

In September 2002, the Company participated in two pooled trust
preferred securities offerings in which $35 million of trust preferred
securities were issued in two separate transactions. The trust preferred
securities pay interest quarterly at a floating rate equal to 3-month LIBOR plus
340 basis points. The securities are redeemable after September 2007 and are due
September 2032. The net proceeds to the Company from the Trust Preferred
Securities offerings after
10Table of ContentsBankAtlantic Bancorp, Inc.underwriting discounts and expenses were approximately $34 million. The Company
used the proceeds from the trust preferred securities offerings to redeem $43.7
million of its 9.5% trust preferred securities.4. AcquisitionsOn April 26, 2002 Ryan Beck acquired certain of the assets and assumed
certain of the liabilities of Gruntal & Co., LLC (Gruntal) and acquired all of
the membership interests in The GMS Group, LLC (GMS), a wholly-owned
subsidiary of Gruntal (the Gruntal transaction). The Gruntal transaction was
accounted for by the purchase method of accounting. Under this method the
acquired assets and assumed liabilities of Gruntal were recorded at their
estimated fair value, and the amount of estimated fair value of net assets in
excess of the purchase price was used to write down non-financial assets and the
remaining balance was recorded as an extraordinary income item. The Companys
financial statements have reflected the Gruntal transaction as of April 26,
2002. In connection with the Gruntal transaction, a nonqualified deferred
compensation plan was assumed by Ryan Beck covering select employees of Gruntal.
Gruntal provided an annual matching contribution and, in some cases, special
allocations, both of which would vest if the employee remained employed for ten
years from the plan year for which contributions were made. The obligations were
not required to be funded and were unsecured general obligations to pay, in the
future, the value of the deferred compensation, adjusted to reflect the
performance of selected investment measurement options chosen by each
participant during the deferral period. On April 26, 2002, Ryan Beck froze the
plan, so that the participants could no longer continue to make contributions
and related matches ceased. In August 2002, Ryan Beck allowed the participants
in the plan to elect to withdraw their vested benefits upon forfeiting their
unvested benefits. During September 2002, $15.3 million of plan assets, both
vested and non-vested amounts were withdrawn from the plan resulting in a $2.3
million realized loss upon the sale of mutual funds assigned to plan
obligations. At September 30, 2002, the nonqualified deferred compensation obligation was $12.6 million of
which $6.3 million was vested. During the three and nine months ended September
30, 2002, the Company realized a $1.4 million and $2.3 million, respectively,
reduction in compensation expense associated with the decrease in the
nonqualified deferred compensation plan obligation during the period. In July
2002, Ryan Beck established a retention plan for certain Gruntal investment
consultants, key employees and others. Pursuant to the retention plan, the
participants were granted a length of service award and a retention award in
forgivable notes in the aggregate amounts of $900,000 and $9.5 million,
respectively. The participants were granted the length of service award and 50%
of the retention award in forgivable notes in the aggregate amount of $5.7
million in July 2002. The participants can elect to receive their remaining 50%
of the retention award in forgivable notes in February 2003, or the participants
can elect to receive an enhanced award based on production goals which will be
paid out in the form of forgivable notes in January 2004. The award based on
production goals can be no less than the amount they would have received on
February 2003 assuming all participants remained employed through the retention
award date. Each forgivable note will have a term of five years. A pro-rata
portion of the principal amount of the note is forgiven each month over the five
year term. If a participant terminates employment with Ryan Beck prior to the
end of the term of the Note, the outstanding balance becomes immediately due to
Ryan Beck.On March 22, 2002 BankAtlantic acquired Community Savings Bankshares
Inc., the parent company of Community Savings, F.A. (Community), for $170.3
million in cash and immediately merged Community into BankAtlantic. The fair
value of Communitys assets acquired and liabilities assumed is included in the
Companys statement of financial condition and Communitys results of operations
have been included in the Companys consolidated financial statements since
March 22, 2002.11Table of ContentsBankAtlantic Bancorp, Inc.The following table summarizes the fair value of assets acquired and
liabilities assumed in connection with the acquisition of Community and the
Gruntal transaction effective March 22, 2002 and April 26, 2002, respectively.

|                                            |                                   |   |           |         |         |   |         |         |  |   |          |           | 
|------------------------------------------- | --------------------------------- | - | --------- | ------- | ------- | - | ------- | ------- |  | - | -------- | --------- | 
|                                            |                                   |   | Community |         | Gruntal |   | Total  
|                                            |                                   |   |           |         |         |   |        
|Cash and interest earning deposits          |                                   | $ | 124,977   |         |         | $ | 886     |         |  | $ | 125,863  |          
|Securities available for sale               |                                   |   | 79,768    |         |         |   | 33,146  |         |  |   | 112,914  |          
|Trading securities                          |                                   |   |          |         |         |   | 118,763 |         |  |   | 118,763  |          
|Loans receivable, net                       |                                   |   | 623,039   |         |         |   |        |         |  |   | 623,039  |          
|FHLB Stock                                  |                                   |   | 8,063     |         |         |   |        |         |  |   | 8,063    |          
|Investments and advances to joint ventures  |                                   |   | 16,122    |         |         |   |        |         |  |   | 16,122   |          
|Goodwill                                    |                                   |   | 55,498    |         |         |   |        |         |  |   | 55,498   |          
|Core deposit intangible asset               |                                   |   | 15,117    |         |         |   |        |         |  |   | 15,117   |          
|Other assets                                |                                   |   | 46,620    |         |         |   | 12,597  |         |  |   | 59,217   |          
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|                                            | Fair value of assets acquired     |   |           | 969,204 |         |   |         | 165,392 |  |   |          | 1,134,596 | 
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|Deposits                                    |                                   |   | 639,111   |         |         |   |        |         |  |   | 639,111  |          
|FHLB advances                               |                                   |   | 138,981   |         |         |   |        |         |  |   | 138,981  |          
|Other borrowings                            |                                   |   | 14,291    |         |         |   | 3,427   |         |  |   | 17,718   |          
|Securities sold not yet purchased           |                                   |   |          |         |         |   | 1,201   |         |  |   | 1,201    |          
|Payable to clearing broker                  |                                   |   |          |         |         |   | 101,705 |         |  |   | 101,705  |          
|Other liabilities                           |                                   |   | 6,022     |         |         |   | 27,463  | (1)     |  |   | 33,485   |          
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|                                            | Fair value of liabilities assumed |   |           | 798,405 |         |   |         | 133,796 |  |   |          | 932,201   | 
|Fair value of net assets acquired over cost |                                   |   |          |         |         |   | (23,749 | )(2)    |  |   | (23,749  | )        
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|Purchase price                              |                                   |   | 170,799   |         |         |   | 7,847   |         |  |   | 178,646  |          
|Cash acquired                               |                                   |   | (124,977  | )       |         |   | (886    | )       |  |   | (125,863 | )        
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|Purchase price net of cash acquired         |                                   | $ | 45,822    |         |         | $ | 6,961   |         |  | $ | 52,783   |          
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          



---

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

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

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

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BankAtlantic Bancorp, Inc.

|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|--------------------------------------------------- |  | -------------------------- | ------ | ------------------ |  | ---------- | ------ | --------- |  | - | ------ |  |  | - | ------- | 
|                                                    |  | For the Three Months Ended
|                                                    |  |                           
|                                                    |  | September 30, 2002         |        | September 30, 2001
|                                                    |  |                            |        |                   
|(in thousands, except for share data)               |  | Historical                 |        | Pro Forma          |  | Historical |        | Pro Forma
|                                                    |  |                            |        |                    |  |            |        |          
|Interest income                                     |  | $                          | 83,505 |                    |  | $          | 83,505 |           |  | $ | 83,079 |  |  | $ | 103,839 | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Interest expense                                    |  |                            | 39,868 |                    |  |            | 39,868 |           |  |   | 45,518 |  |  |   | 56,343  | 
|Provision for loan losses                           |  |                            | 2,082  |                    |  |            | 2,082  |           |  |   | 7,258  |  |  |   | 7,348   | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Net interest income after provision for
loan losses |  |                            | 41,555 |                    |  |            | 41,555 |           |  |   | 30,303 |  |  |   | 40,148  | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Income from operations                              |  | $                          | 15,004 |                    |  | $          | 15,004 |           |  | $ | 5,091  |  |  | $ | 1,022   | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Basic earnings per share from operations            |  | $                          | 0.26   |                    |  | $          | 0.26   |           |  | $ | 0.12   |  |  | $ | 0.02    | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 
|Diluted earnings per share from operations          |  | $                          | 0.24   |                    |  | $          | 0.24   |           |  | $ | 0.11   |  |  | $ | 0.02    | 
|                                                    |  |                            |        |                    |  |            |        |           |  |   |        |  |  |   |         | 

|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|----------------------------------------------------------------- |  | ------------------------- | ------- | ------------------ |  | ---------- | ------- | --------- |  | - | ------- |  |  | - | ------- | 
|                                                                  |  | For the Nine Months Ended
|                                                                  |  |                          
|                                                                  |  | September 30, 2002        |         | September 30, 2001
|                                                                  |  |                           |         |                   
|(in thousands, except for share data)                             |  | Historical                |         | Pro Forma          |  | Historical |         | Pro Forma
|                                                                  |  |                           |         |                    |  |            |         |          
|Interest income                                                   |  | $                         | 234,397 |                    |  | $          | 252,859 |           |  | $ | 252,987 |  |  | $ | 317,690 | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Interest expense                                                  |  |                           | 115,023 |                    |  |            | 122,333 |           |  |   | 149,495 |  |  |   | 184,585 | 
|Provision for loan losses                                         |  |                           | 10,786  |                    |  |            | 12,830  |           |  |   | 14,059  |  |  |   | 14,329  | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Net interest income after provision for
loan losses               |  |                           | 108,588 |                    |  |            | 117,696 |           |  |   | 89,433  |  |  |   | 118,776 | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Income before extraordinary item and cumulative
accounting change |  | $                         | 25,351  |                    |  | $          | 22,135  |           |  | $ | 20,521  |  |  | $ | 11,516  | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Basic earnings per share from operations                          |  | $                         | 0.44    |                    |  | $          | 0.38    |           |  | $ | 0.53    |  |  | $ | 0.30    | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 
|Diluted earnings per share from operations                        |  | $                         | 0.41    |                    |  | $          | 0.36    |           |  | $ | 0.44    |  |  | $ | 0.23    | 
|                                                                  |  |                           |         |                    |  |            |         |           |  |   |         |  |  |   |         | 

During April 2002, the Company and Levitt Companies ownership in
Bluegreen Corporation (Bluegreen), a New York Stock Exchange-listed company
engaged in the acquisition, development, marketing and sale of primarily
drive-to vacation interval resorts, golf communities and residential land
increased from approximately 5% to 40%. This interest in Bluegreen was acquired
for an aggregate purchase price of approximately $56 million. The Company
acquired approximately 5% of Bluegreen common stock during the first quarter of
2001 and Levitt Companies acquired approximately 35% of Bluegreen common stock
in April 2002. As a consequence of the acquisition of this interest in Bluegreen
at various acquisition dates, it is accounted for as a step acquisition under
the equity method of accounting. In a step acquisition the purchase price
allocation is performed at each acquisition date and goodwill is recognized with
each step purchase. Additionally, prior period financial statements should be
restated to reflect the results of applying the equity method of accounting to
the initial acquisition; however, the Company did not restate its prior year
financial statements due to lack of significance. Under the equity method of
accounting the investment in Bluegreen was recorded at cost and the carrying
amount of the investment is adjusted to recognize our 40% interest in the
earnings or loss of Bluegreen after the acquisition date. The Companys carrying
amount of its Bluegreen investment was in the aggregate $2.4 million lower than
the Companys ownership percentage in the underlying equity in the net assets of
Bluegreen. This difference was assigned to various assets and liabilities of
Bluegreen and will be amortized into the statement of operations as an
adjustment to income from equity method investment. The funds for the investment
in Bluegreen were obtained from $29.9 million of borrowings from the Companys

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BankAtlantic Bancorp, Inc.

existing bank line of credit, proceeds of its trust preferred securities
offering, proceeds from the sale of equity securities from the Companys
portfolio and Levitt Companies working capital.

5. Impairment of Securities

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

The Company recognized a $5,000 and $700,000 impairment charge
associated with equity securities during the three and nine-month periods ended
September 30, 2001. As a result of these losses, the Company has revised its
policy for equity investments to be made by the holding company. Any future
equity investments will be limited to liquid securities and will be subject to
significant concentration restrictions. At September 30, 2002, equity
investments at the holding Company totaled $4.9 million and equity investments
assigned to the Gruntal deferred compensation plan totaled $12.6 million.

6. Trading Securities and Securities Sold Not Yet Purchased

The Ryan Beck gains on trading securities were associated with sales
and trading activities conducted both as principal and as agent on behalf of
individual and institutional investor clients of Ryan Beck. Transactions as
principal involve making markets in securities which are held in inventory to
facilitate sales to and purchases from customers.

Ryan Becks trading securities consisted of the following:

|                  |                              |      |           |         |              |      |           |        |  |   |        |        | 
|----------------- | ---------------------------- | ---- | --------- | ------- | ------------ | ---- | --------- | ------ |  | - | ------ | ------ | 
|                  |                              |      | September |         | December 31, |      | September
|(in thousands)    |                              | 2002 |           | 2001    |              | 2001
|                  |                              |      |           |         |              |     
|Debt obligations: |                              |      |           |         |              |      |           |        |  |   |        |       
|                  | States and municipalities    |      | $         | 111,712 |              |      | $         | 7,593  |  |   | $      | 4,169  | 
|                  | Corporations                 |      |           | 12,637  |              |      |           | 20,989 |  |   |        | 345    | 
|                  | U.S. Government and agencies |      |           | 27,780  |              |      |           | 32,308 |  |   |        | 24,733 | 
|                  | Corporate equities           |      |           | 12,074  |              |      |           | 7,406  |  |   |        | 3,777  | 
|                  | Certificates of deposit      |      |           | 1,979   |              |      |           |       |  |   |        |       | 
|                  |                              |      |           |         |              |      |           |        |  |   |        |       
|                  |                              | $    | 166,182   |         |              | $    | 68,296    |        |  | $ | 33,024 |       
|                  |                              |      |           |         |              |      |           |        |  |   |        |       

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

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

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BankAtlantic Bancorp, Inc.

7. Loans Held for Sale

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

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

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

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

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

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

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

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

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

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BankAtlantic Bancorp, Inc.

9. 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, 2002 and
2001 was $2.3 million and $1.5 million, respectively. Comprehensive income for
the three months ended September 30, 2002 and 2001 was $1.8 million and $7.6
million, respectively.

10. Derivatives

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

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

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

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

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

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

11. Restructuring charge and impairment write-down

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

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BankAtlantic Bancorp, Inc.

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

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

12. Transitional Goodwill Impairment Evaluation

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

13. Segment Reporting

Operating segments are defined as components of an enterprise about
which separate financial information is available that is regularly reviewed by
the chief operating decision maker in deciding how to allocate resources and in
assessing performance. Reportable segments consist of one or more operating
segments with similar economic characteristics, products and services,
production processes, type of customer, distribution system and regulatory
environment. The information provided for Segment Reporting is based on internal
reports utilized by management. Management reports our results of operations
through six reportable segments. Bank Investments, Commercial Banking, and
Community Banking are our Bank Operation segments, which are conducted through
BankAtlantic. The remaining reportable segments consist of the activities of
Levitt Companies and its subsidiaries, Ryan Beck & Co. and its subsidiaries and
the parent company. The parent company includes the operations of BankAtlantic
Bancorp as well as acquisition related expenses such as goodwill amortization
and retention pool compensation expense related to the acquisition of Ryan Beck
in 1998. Interest expense and certain revenue and expense items are allocated to
the three Bank Operation reportable segments as interest expense and overhead.
The presentation and allocation of interest expense and overhead and the net
income calculated under the management approach associated with the Bank
Operation reportable segments and the parent company may not reflect the actual
economic costs, contribution or results of operations of the unit as a stand
alone business. If a different basis of allocation were utilized, the relative
contributions of the segments might differ but the relative trends in the
segments would, in managements view, likely not be impacted.

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

|                   |  |                                                                                                                          
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------
|Reportable Segment |  | Operating Segments Aggregated                                                                                            
|                   |  |                                                                                                                          
|Bank Investments   |  | Investments, tax certificates, residential loans purchased,
CRA lending and real estate capital services                 
|                  
|Commercial Banking |  | Commercial lending,
syndications,
international, lease
finance, trade finance and
a real estate joint venture
development

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BankAtlantic Bancorp, Inc.

|                  |  |                                                                                                            
|----------------- |  | -----------------------------------------------------------------------------------------------------------
|Community Banking |  | Indirect and direct consumer lending, small business lending
and ATM operations                            
|                 
|Levitt Companies  |  | Real estate and joint venture operations                                                                   
|                 
|Ryan Beck         |  | Investment banking and brokerage operations                                                                
|                 
|Parent Company    |  | BankAtlantic Bancorps operations, costs of acquisitions,
financing of acquisitions, and equity investments

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

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

|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|--------------------------------------- |  | ---------- | --------- | --------- |  | ---------- | ------- | ------- |  | ------- | ------- | ----------- |  | ------------ | ------- | - |  | - | ------- | - |  | - | --------- | -
|                                        |  | Bank       |           | Levitt    |  |            |         |         |  | Parent  |         | Elimination |  | Consolidated
|(in thousands)                          |  | Operations |           | Companies |  | Ryan, Beck |         | Company |  | Entries |         | Total      
|                                        |  |            |           |           |  |            |         |         |  |         |         |            
|2002                                    |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|Interest income                         |  | $          | 79,244    |           |  | $          | 221     |         |  | $       | 4,452   |             |  | $            | 479     |   |  | $ | (891    | ) |  | $ | 83,505    |  
|Interest expense                        |  |            | (34,547   | )         |  |            | (70     | )       |  |         | (807    | )           |  |              | (4,790  | ) |  |   | 346     |   |  |   | (39,868   | )
|Provision for loan losses               |  |            | (2,082    | )         |  |            |        |         |  |         |        |             |  |              |        |   |  |   |        |   |  |   | (2,082    | )
|Non-interest income                     |  |            | 13,309    |           |  |            | 9,754   |         |  |         | 52,667  |             |  |              | 483     |   |  |   | 414     |   |  |   | 76,627    |  
|Non-interest expense                    |  |            | (34,288   | )         |  |            | (7,069  | )       |  |         | (55,179 | )           |  |              | (162    | ) |  |   | 131     |   |  |   | (96,567   | )
|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|Segment profits and losses
before taxes |  |            | 21,636    |           |  |            | 2,836   |         |  |         | 1,133   |             |  |              | (3,990  | ) |  |   |        |   |  |   | 21,615    |  
|Provision for income taxes              |  |            | 7,503     |           |  |            | 336     |         |  |         | 108     |             |  |              | (1,336  | ) |  |   |        |   |  |   | 6,611     |  
|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|Segment net income (loss)               |  | $          | 14,133    |           |  | $          | 2,500   |         |  | $       | 1,025   |             |  | $            | (2,654  | ) |  | $ |        |   |  | $ | 15,004    |  
|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|Segment average assets                  |  | $          | 4,961,717 |           |  | $          | 283,637 |         |  | $       | 219,933 |             |  | $            | 101,358 |   |  | $ | 229,993 |   |  | $ | 5,796,638 |  
|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|2001                                    |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|Interest income                         |  | $          | 82,322    |           |  | $          | 810     |         |  | $       | 541     |             |  | $            | 119     |   |  | $ | (713    | ) |  | $ | 83,079    |  
|Interest expense                        |  |            | (41,709   | )         |  |            | (17     | )       |  |         | (136    | )           |  |              | (4,358  | ) |  |   | 702     |   |  |   | (45,518   | )
|Provision for loan losses               |  |            | (7,258    | )         |  |            |        |         |  |         |        |             |  |              |        |   |  |   |        |   |  |   | (7,258    | )
|Non-interest income                     |  |            | 9,511     |           |  |            | 10,618  |         |  |         | 11,141  |             |  |              | 2,985   |   |  |   | (62     | ) |  |   | 34,193    |  
|Non-interest expense                    |  |            | (27,196   | )         |  |            | (5,587  | )       |  |         | (10,990 | )           |  |              | (8,628  | ) |  |   | 73      |   |  |   | (52,328   | )
|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|Segment profits and losses
before taxes |  |            | 15,670    |           |  |            | 5,824   |         |  |         | 556     |             |  |              | (9,882  | ) |  |   |        |   |  |   | 12,168    |  
|Provision for income taxes              |  |            | 5,895     |           |  |            | 2,119   |         |  |         | 203     |             |  |              | (1,140  | ) |  |   |        |   |  |   | 7,077     |  
|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|Segment net income (loss)               |  | $          | 9,775     |           |  | $          | 3,705   |         |  | $       | 353     |             |  | $            | (8,742  | ) |  | $ |        |   |  | $ | 5,091     |  
|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  
|                                       
|Segment average assets                  |  | $          | 4,284,499 |           |  | $          | 173,086 |         |  | $       | 64,379  |             |  | $            | 113,070 |   |  | $ | 67,590  |   |  | $ | 4,702,624 |  
|                                        |  |            |           |           |  |            |         |         |  |         |         |             |  |              |         |   |  |   |         |   |  |   |           |  

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BankAtlantic Bancorp, Inc.

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

|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|--------------------------------------- |  | ---------- | --------- | --------- |  | ---------- | ------- | ------- |  | ------- | -------- | ----------- |  | ------------ | ------- | - |  | - | ------ | - |  | - | --------- | -
|                                        |  | Bank       |           | Levitt    |  |            |         |         |  | Parent  |          | Elimination |  | Consolidated
|(in thousands)                          |  | Operations |           | Companies |  | Ryan, Beck |         | Company |  | Entries |          | Total      
|                                        |  |            |           |           |  |            |         |         |  |         |          |            
|2002                                    |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|Interest income                         |  | $          | 225,969   |           |  | $          | 1,020   |         |  | $       | 8,623    |             |  | $            | 1,243   |   |  | $ | (2,458 | ) |  | $ | 234,397   |  
|Interest expense                        |  |            | (101,531  | )         |  |            | (383    | )       |  |         | (1,828   | )           |  |              | (12,634 | ) |  |   | 1,353  |   |  |   | (115,023  | )
|Provision for loan losses               |  |            | (10,786   | )         |  |            |        |         |  |         |         |             |  |              |        |   |  |   |        |   |  |   | (10,786   | )
|Non-interest income                     |  |            | 36,224    |           |  |            | 35,278  |         |  |         | 107,825  |             |  |              | (13,953 | ) |  |   | 409    |   |  |   | 165,783   |  
|Non-interest expense                    |  |            | (98,909   | )         |  |            | (20,986 | )       |  |         | (115,741 | )           |  |              | (3,924  | ) |  |   | 696    |   |  |   | (238,864  | )
|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|Segment profits and losses
before taxes |  |            | 50,967    |           |  |            | 14,929  |         |  |         | (1,121   | )           |  |              | (29,268 | ) |  |   |       |   |  |   | 35,507    |  
|Provision for income taxes              |  |            | 17,711    |           |  |            | 3,675   |         |  |         | (985     | )           |  |              | (10,245 | ) |  |   |       |   |  |   | 10,156    |  
|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|Segment net income (loss)               |  | $          | 33,256    |           |  | $          | 11,254  |         |  | $       | (136     | )           |  | $            | (19,023 | ) |  | $ |       |   |  | $ | 25,351    |  
|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|                                       
|Segment average assets                  |  | $          | 4,757,134 |           |  | $          | 254,231 |         |  | $       | 179,363  |             |  | $            | 104,768 |   |  | $ | 77,419 |   |  | $ | 5,372,915 |  
|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|2001                                    |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|Interest income                         |  | $          | 252,031   |           |  | $          | 1,605   |         |  | $       | 1,697    |             |  | $            | 195     |   |  | $ | (2,541 | ) |  | $ | 252,987   |  
|Interest expense                        |  |            | (135,713  | )         |  |            | (167    | )       |  |         | (445     | )           |  |              | (15,077 | ) |  |   | 1,907  |   |  |   | (149,495  | )
|Provision for loan losses               |  |            | (14,059   | )         |  |            |        |         |  |         |         |             |  |              |        |   |  |   |       |   |  |   | (14,059   | )
|Non-interest income                     |  |            | 27,635    |           |  |            | 24,788  |         |  |         | 30,612   |             |  |              | 3,778   |   |  |   | 536    |   |  |   | 87,349    |  
|Non-interest expense                    |  |            | (78,110   | )         |  |            | (16,773 | )       |  |         | (34,061  | )           |  |              | (11,500 | ) |  |   | 98     |   |  |   | (140,346  | )
|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|Segment profits and losses
before taxes |  |            | 51,784    |           |  |            | 9,453   |         |  |         | (2,197   | )           |  |              | (22,604 | ) |  |   |       |   |  |   | 36,436    |  
|Provision for income taxes              |  |            | 19,322    |           |  |            | 2,963   |         |  |         | (777     | )           |  |              | (5,593  | ) |  |   |       |   |  |   | 15,915    |  
|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|Segment net income (loss)               |  | $          | 32,462    |           |  | $          | 6,490   |         |  | $       | (1,420   | )           |  | $            | (17,011 | ) |  | $ |       |   |  | $ | 20,521    |  
|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  
|                                       
|Segment average assets                  |  | $          | 4,290,892 |           |  | $          | 168,502 |         |  | $       | 66,836   |             |  | $            | 102,944 |   |  | $ | 85,664 |   |  | $ | 4,714,838 |  
|                                        |  |            |           |           |  |            |         |         |  |         |          |             |  |              |         |   |  |   |        |   |  |   |           |  

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BankAtlantic Bancorp, Inc.

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

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

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BankAtlantic Bancorp, Inc.

14. New Accounting Pronouncements

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

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

15. Subsequent Events

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

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

16. Reclassifications

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

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BankAtlantic Bancorp, Inc.

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

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

Except for historical information contained herein, the matters
discussed in this report contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the Securities Act),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), that involve substantial risks and uncertainties. When used in
this report and in the documents incorporated by reference herein, the words
anticipate, believe, estimate, may, intend, expect and similar
expressions identify certain of such forward-looking statements. Actual results,
performance or achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements contained herein. These
forward-looking statements are based largely on the expectations of the Company
and are subject to a number of risks and uncertainties that are subject to
change based on factors which are, in many instances, beyond the Companys
control. These include, but are not limited to, the risks and uncertainties
associated with: the impact of economic, competitive and other factors affecting
the Company and its operations, markets, products and services; credit risks and
loan losses, and the related sufficiency of the allowance for loan losses; the
effects of, and changes in, trade, monetary and fiscal policies and laws,
including but not limited to interest rate policies of the Board of Governors of
the Federal Reserve System; adverse conditions in the stock market, the public
debt market and other capital markets, including volatile trading markets,
fluctuations in the volume of market activity and the level and volatility of
interest rates and equity prices, as well as the impact of such conditions on
our assets and activities; the impact of changes in financial services laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes; the impact of changes in accounting policies
by the Securities and Exchange Commission; the impact of periodic testing of
goodwill and other intangible assets for impairment; and with respect to the
operations of Levitt Companies and its real estate subsidiaries: the market for
real estate generally and in the areas where Levitt Companies has developments,
the availability and price of land suitable for development, materials prices,
labor costs, interest rates, environmental factors and governmental regulations;
and the Companys success at managing the risks involved in the foregoing.
Further, this report contains forward-looking statements with respect to recent
acquisitions, each of which are subject to risks and uncertainties, including
the risk that the acquisitions could involve additional costs or that the future
financial and operating performance of these acquisitions will not be
advantageous. In addition to the risks and factors identified above, reference
is also made to other risks and factors detailed in reports filed by the Company
with the Securities and Exchange Commission (SEC). The Company cautions that
the foregoing factors are not exclusive.

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BankAtlantic Bancorp, Inc.

Critical Accounting Policies

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

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

Consolidated Results of Operations

|                                                                                                         |  |                      |        |                     |  |      |        |      |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | -------------------- | ------ | ------------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                                         |  | For the Three Months |        | For the Nine Months
|                                                                                                         |  | Ended September 30,  |        | Ended September 30,
|                                                                                                         |  |                      |        |                    
|(In thousands)                                                                                           |  | 2002                 |        | 2001                |  | 2002 |        | 2001
|                                                                                                         |  |                      |        |                     |  |      |        |     
|Net interest income                                                                                      |  | $                    | 43,637 |                     |  | $    | 37,561 |      |  | $ | 119,374 |   |  | $ | 103,492 |  
|Provision for loan losses                                                                                |  |                      | 2,082  |                     |  |      | 7,258  |      |  |   | 10,786  |   |  |   | 14,059  |  
|Securities gains                                                                                         |  |                      | 186    |                     |  |      | 2,241  |      |  |   | 6,308   |   |  |   | 4,292   |  
|Impairment of securities                                                                                 |  |                      | (302   | )                   |  |      | (5     | )    |  |   | (18,459 | ) |  |   | (700    | )
|Other non-interest income                                                                                |  |                      | 76,743 |                     |  |      | 31,957 |      |  |   | 177,934 |   |  |   | 83,757  |  
|Non-interest expense                                                                                     |  |                      | 96,567 |                     |  |      | 52,328 |      |  |   | 238,864 |   |  |   | 140,346 |  
|                                                                                                         |  |                      |        |                     |  |      |        |      |  |   |         |   |  |   |         |  
|Income before income taxes, extraordinary item and
cumulative effect of a change in accounting principle |  |                      | 21,615 |                     |  |      | 12,168 |      |  |   | 35,507  |   |  |   | 36,436  |  
|Provision for income taxes                                                                               |  |                      | 6,611  |                     |  |      | 7,077  |      |  |   | 10,156  |   |  |   | 15,915  |  
|                                                                                                         |  |                      |        |                     |  |      |        |      |  |   |         |   |  |   |         |  
|Income before extraordinary item and cumulative
effect of a change in accounting principle               |  |                      | 15,004 |                     |  |      | 5,091  |      |  |   | 25,351  |   |  |   | 20,521  |  
|Extraordinary item, net of tax                                                                           |  |                      | (61    | )                   |  |      |       |      |  |   | 23,749  |   |  |   |        |  
|Cumulative effect of a change in accounting principle,
net of tax                                        |  |                      |       |                     |  |      |       |      |  |   | (15,107 | ) |  |   | 1,138   |  
|                                                                                                         |  |                      |        |                     |  |      |        |      |  |   |         |   |  |   |         |  
|Net income                                                                                               |  | $                    | 14,943 |                     |  | $    | 5,091  |      |  | $ | 33,993  |   |  | $ | 21,659  |  
|                                                                                                         |  |                      |        |                     |  |      |        |      |  |   |         |   |  |   |         |  
|Reconciliation of Net Income to Operating Net Income                                                     |  |                      |        |                     |  |      |        |      |  |   |         |   |  |   |         |  
|Net income                                                                                               |  | $                    | 14,943 |                     |  | $    | 5,091  |      |  | $ | 33,993  |   |  | $ | 21,659  |  
|Amortization of goodwill                                                                                 |  |                      |       |                     |  |      | 1,041  |      |  |   |        |   |  |   | 3,115   |  
|Loss on mutual funds associated with acquired Gruntal
deferred compensation plan                         |  |                      | 1,493  |                     |  |      |       |      |  |   | 1,493   |   |  |   |        |  
|Restructuring charges and impairment write-downs                                                         |  |                      |       |                     |  |      | 6,976  |      |  |   | 655     |   |  |   | 6,836   |  
|Write-off of deferred offering costs                                                                     |  |                      |       |                     |  |      | 253    |      |  |   |        |   |  |   | 253     |  
|Acquisition and conversion related charges                                                               |  |                      | (487   | )                   |  |      |       |      |  |   | 4,551   |   |  |   |        |  
|Impairment of securities                                                                                 |  |                      | 196    |                     |  |      | 3      |      |  |   | 11,998  |   |  |   | 455     |  
|Extraordinary item, net of tax and cumulative effect of a
change in accounting principle, net of tax     |  |                      | 61     |                     |  |      |       |      |  |   | (8,642  | ) |  |   | (1,138  | )
|                                                                                                         |  |                      |        |                     |  |      |        |      |  |   |         |   |  |   |         |  
|Operating net income                                                                                     |  | $                    | 16,206 |                     |  | $    | 13,364 |      |  | $ | 44,048  |   |  | $ | 31,180  |  
|                                                                                                         |  |                      |        |                     |  |      |        |      |  |   |         |   |  |   |         |  

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BankAtlantic Bancorp, Inc.

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

Net income increased by 194% from 2001. The substantial increase in net
income primarily resulted from a large increase in net interest income, an
improvement in the provision for loan losses, additional banking operations
service charge income, higher Ryan Beck investment banking income and a
reduction in the Companys deferred tax valuation allowance. The above
improvements in net income were partially offset by an increase in employee
compensation, higher occupancy costs, lower gains on the sales of assets and
increased Ryan Beck communication and clearing fees.

The increase in net interest income primarily resulted from earning
asset growth as a consequence of the Community acquisition and the origination
and purchase of real estate loans. The decline in the provision for loan losses
reflects lower charge-offs during the current quarter compared to the same 2001
period, along with declining portfolio balances associated with our discontinued
lines of business. The increase in other non-interest income primarily resulted
from higher investment banking income and higher bank operations service charge
income. The increase in investment banking income resulted from growth
associated primarily with the Gruntal transaction, and the improvement in bank
operations service charge income reflects a significant increase in transaction
accounts associated with BankAtlantics high performance checking product and
its seven-day banking initiative. The improvements in non-interest income were
partially offset by lower gains on the sales of assets due to a $2.3 million
loss on the sale of mutual funds that were held in connection with a
nonqualified deferred compensation plan assumed in connection with the Gruntal
transaction. The increase in non-interest expense was primarily related to
higher Ryan Beck compensation expense associated with the Gruntal transaction
and higher banking operation compensation, occupancy and advertising expense
associated with the Community acquisition and the implementation of the seven
day banking initiative. Additionally, Ryan Beck communication and clearing fee
expenses increased substantially due to the Gruntal transaction. The decrease in
the provision for income taxes during the current quarter reflects a 787,000
reduction in the deferred tax valuation allowance resulting primarily from the
utilization of tax benefits from real estate sales at Core Communities and a
$525,000 tax benefit realized upon the conversion of Ryan Beck from a limited
liability company to a corporation. Additionally, the Company acquired, as part
of the Community transaction, low-income housing tax credit investments which
reduced the Companys tax liability by $140,000 during the 2002 quarter.

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

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

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

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

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

Also included in non-recurring items during the 2002 period was a
restructuring charge and an impairment write-down associated with our ATM
network and acquisition-related charges and impairments associated with the
Community

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BankAtlantic Bancorp, Inc.

and Gruntal transactions. The acquisition-related expenses were integration
expenses, long-lived asset impairments and professional fees associated with the
Gruntal and Community transactions. The ATM network restructuring charge and
impairment write-down resulted from the termination of convenience store and gas
station relationships which did not meet our performance expectations.

Additionally, the Company recognized an other than temporary decline in
the fair value of equity securities. The equity securities impairment reflected
the write-off of four equity investments which had experienced poor financial
performance. As a consequence, we have revised our policy for equity
investments, and any future equity investments by the holding company will be
limited to liquid securities and be subject to certain more stringent
concentration restrictions.

During the 2002 period, the Company experienced a significant
improvement in net interest income and non-interest income associated with the
items discussed above as well as improved earnings at Levitt Companies. These
earnings reflected increased sales of real estate by Core Communities and Levitt
and Sons, as well as equity in earnings associated with the Companys investment
in Bluegreen.

The provision for loan losses declined during the current period
primarily related to the same items discussed in the corresponding discussion of
the current quarter partially offset by additional reserves required for two
commercial real estate loans.

The above increases in net income were partially offset by a
significant increase in non-interest expenses primarily due to the same items
discussed in the corresponding discussion of the current quarter.

The provision for income taxes was reduced by $2.3 million and was
associated with the reduction in the deferred tax asset valuation allowance. The
reduction was attributed to Levitt Companies election to be taxed as a
corporation, Ryan Becks conversion to a corporation and the utilization of tax
benefits from real estate sales. Additionally, the Company acquired, as part of
the Community transaction, low income housing tax credit investments which
reduced the Companys tax liability by $280,000 during the 2002 nine month
period.

Bank Operations Results of Operations

Net Interest Income

Banking Operations

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

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

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

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

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BankAtlantic Bancorp, Inc.

available for sale declined during 2002 compared to the same 2001 period. The
decline in interest income reflects the rapid decline in interest rates during
the latter half of 2001 and 2002, which resulted in the refinancing of
residential loans and the downward re-pricing of floating rate loans. These
significant declines in yields on earning assets were substantially offset by
the growth in earning assets mentioned above.

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

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

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

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

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

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BankAtlantic Bancorp, Inc.

Provision for Loan Losses

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

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

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

The allowance for loan losses was 1.24% and 1.51% of total loans at
September 30, 2002 and 2001, respectively. Included in the allowance for loan
losses was a $9.6 million allowance acquired in connection with the Community
acquisition. This allowance was reduced by $1.1 million during the third quarter
of 2002 as a result of loan payoffs in the acquired portfolio.

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BankAtlantic Bancorp, Inc.

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

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

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

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

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

Non-Interest Income

Banking Operations

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

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BankAtlantic Bancorp, Inc.

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

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

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

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

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

Non-Interest Expense

Banking Operations

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

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

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BankAtlantic Bancorp, Inc.

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

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

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

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

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

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

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

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

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

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BankAtlantic Bancorp, Inc.

Levitt Companies and Subsidiaries Results of Operations

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

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

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

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

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

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

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

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BankAtlantic Bancorp, Inc.

Ryan Beck & Co. and Subsidiaries Results of Operations

|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |        |        | 
|------------------------------------------------------- | -------------------- | ------------------- | ------ | -------------------- | ------ | ------------------- | ----- | ------ | ------ | ---- | ------ | ------ | ------ | - | ------ | ------- | ------- | - | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                                        |                      |                     |        | For the Three Months |        | For the Nine Months
|                                                        |                      |                     |        | Ended September 30,  |        | Ended September 30,
|                                                        |                      |                     |        |                      |        |                    
|(In thousands)                                          |                      | 2002                |        | 2001                 |        | Change              |       | 2002   |        | 2001 |        | Change
|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |       
|Net interest income:                                    |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|Interest on trading securities                          |                      | $                   | 4,452  |                      |        | $                   | 541   |        |        | $    | 3,911  |        |        | $ | 8,623  |         |         | $ | 1,697  |        |        | $ | 6,926  |       
|Interest expense affiliated loan and trading
activities |                      |                     | (807   | )                    |        |                     | (136  | )      |        |      | (671   | )      |        |   | (1,828 | )       |         |   | (445   | )      |        |   | (1,383 | )     
|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|Net interest income                                     |                      |                     | 3,645  |                      |        |                     | 405   |        |        |      | 3,240  |        |        |   | 6,795  |         |         |   | 1,252  |        |        |   | 5,543  |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|Non-interest income:                                    |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|Principal transactions                                  |                      |                     | 23,492 |                      |        |                     | 3,987 |        |        |      | 19,505 |        |        |   | 49,654 |         |         |   | 12,392 |        |        |   | 37,262 |       
|Investment banking                                      |                      |                     | 7,791  |                      |        |                     | 4,003 |        |        |      | 3,788  |        |        |   | 15,790 |         |         |   | 8,041  |        |        |   | 7,749  |       
|Commissions                                             |                      |                     | 22,224 |                      |        |                     | 2,954 |        |        |      | 19,270 |        |        |   | 41,642 |         |         |   | 9,566  |        |        |   | 32,076 |       
|Losses on sales of securities available for sale        |                      |                     | (2,297 | )                    |        |                     |      |        |        |      | (2,297 | )      |        |   | (2,297 | )       |         |   |       |        |        |   | (2,297 | )     
|Other                                                   |                      |                     | 1,457  |                      |        |                     | 197   |        |        |      | 1,260  |        |        |   | 3,036  |         |         |   | 613    |        |        |   | 2,423  |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|                                                        |                      | Non-interest income |        |                      | 52,667 |                     |       |        | 11,141 |      |        |        | 41,526 |   |        |         | 107,825 |   |        |        | 30,612 |   |        |        | 77,213 | 
|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|Non-interest expense:                                   |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|Employee compensation and benefits                      |                      |                     | 39,553 |                      |        |                     | 7,416 |        |        |      | 32,137 |        |        |   | 80,226 |         |         |   | 23,193 |        |        |   | 57,033 |       
|Occupancy and equipment                                 |                      |                     | 3,526  |                      |        |                     | 785   |        |        |      | 2,741  |        |        |   | 7,068  |         |         |   | 2,430  |        |        |   | 4,638  |       
|Advertising and promotion                               |                      |                     | 953    |                      |        |                     | 387   |        |        |      | 566    |        |        |   | 2,325  |         |         |   | 1,170  |        |        |   | 1,155  |       
|Amortization of goodwill                                |                      |                     |       |                      |        |                     | 112   |        |        |      | (112   | )      |        |   |       |         |         |   | 329    |        |        |   | (329   | )     
|Acquisition related charges and impairments             |                      |                     | 870    |                      |        |                     |      |        |        |      | 870    |        |        |   | 4,061  |         |         |   |       |        |        |   | 4,061  |       
|Other                                                   |                      |                     | 10,277 |                      |        |                     | 2,290 |        |        |      | 7,987  |        |        |   | 22,061 |         |         |   | 6,939  |        |        |   | 15,122 |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|                                                        | Non-interest expense |                     |        | 55,179               |        |                     |       | 10,990 |        |      |        | 44,189 |        |   |        | 115,741 |         |   |        | 34,061 |        |   |        | 81,680 |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       
|Income (loss) before income taxes                       |                      | $                   | 1,133  |                      |        | $                   | 556   |        |        | $    | 577    |        |        | $ | (1,121 | )       |         | $ | (2,197 | )      |        | $ | 1,076  |       
|                                                        |                      |                     |        |                      |        |                     |       |        |        |      |        |        |        |   |        |         |         |   |        |        |        |   |        |       

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

During the three and nine months ended September 30, 2002, compared to
the same 2001 periods, non-interest income increased by 373% and 252%,
respectively. The increase was primarily the result of increased agency
commissions and principal transaction revenues. These increases resulted from
the additional investment consultants and trading personnel hired in connection
with the Gruntal transaction. The above increases in revenues were partially
offset by losses on the sales of mutual funds associated with a deferred
compensation plan acquired in connection with the Gruntal transaction. In
September 2002, Ryan Beck allowed the participants in the plan to withdraw their
vested benefits upon forfeiting their unvested benefits. The mutual fund
investments were sold to fund the plan distributions. There were $12.6 million
of mutual fund securities available for sale at September 30, 2002.

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

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

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BankAtlantic Bancorp, Inc.

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

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

Parent Company Results of Operations

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

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

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

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

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

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BankAtlantic Bancorp, Inc.

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

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

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

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

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

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

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

Other expenses for the three months ended September 30, 2002 and 2001
primarily consist of professional fees. Included in other expenses for the three
and nine months ended September 30, 2001 was a $389,000 write-off of deferred
offering costs associated with the redemption of subordinated investment notes.
Included in other expenses for the nine months ended September 30, 2002 was
$410,000 of fees paid to Ryan Beck in connection with the underwriting of the
Companys securities.

Financial Condition

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



| |  | The acquisition of Community Savings, which added approximately
$969 million in assets.            
|- |  | ---------------------------------------------------------------------------------------------------
| 
| |  | The Gruntal transaction which added $165 million in assets which
were primarily trading securities.

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BankAtlantic Bancorp, Inc.



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

The above increases in total assets were partially offset by:



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

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

The increase in total liabilities primarily resulted from:



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

The above increases in total liabilities were partially offset by:



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

Liquidity and Capital Resources

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

In September 2002, the Company participated in two pooled trust
preferred securities offerings in which $35 million of trust preferred
securities were issued in two separate transactions. The trust preferred
securities pay interest

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BankAtlantic Bancorp, Inc.

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

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

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

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

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

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

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

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

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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 our Annual Report on Form 10-K for the year ended December 31, 2001.

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

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

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

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BankAtlantic Bancorp, Inc.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Risk

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



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

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

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

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

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BankAtlantic Bancorp, Inc.

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

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

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



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

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

Equity Price Risk

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

|           |     |            |                        |            |  |           |           |        |            |   |         |         |   |   |         |        | 
|---------- | --- | ---------- | ---------------------- | ---------- |  | --------- | --------- | ------ | ---------- | - | ------- | ------- | - | - | ------- | ------ | 
|           |     |            |                        |            |  |           | Available |        | Securities |   |         |         |  
|Percent    |     | Trading    |                        | for Sale   |  | Sold Not  |           |        |            |  
|Change in  |     | Securities |                        | Securities |  | Yet       | Dollar    |       
|Fair Value |     | Fair Value |                        | Fair Value |  | Purchased | Change    |       
|           |     |            |                        |            |  |           |           |       
|           |     |            | (dollars in thousands) |            |  |           |          
|           | 20% |            | $                      | 199,418    |  |           | $         | 16,901 |            |   | $       | (39,641 | ) |   | $       | 29,446 | 
|           | 10% |            | $                      | 182,800    |  |           | $         | 15,492 |            |   | $       | (36,337 | ) |   | $       | 14,723 | 
|           | 0 % |            | $                      | 166,182    |  |           | $         | 14,084 |            |   | $       | (33,034 |   |   | $       |       | 
|(10)%      |     | $          | 149,564                |            |  | $         | 12,676    |        |            | $ | (29,731 | )       |   | $ | (14,723 | )     
|(20)%      |     | $          | 132,946                |            |  | $         | 11,267    |        |            | $ | (26,427 | )       |   | $ | (29,446 | )     

39



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BankAtlantic Bancorp, Inc.

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

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

Item 4. Controls and Procedures

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

40



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##### Table of Contents



BankAtlantic Bancorp, Inc.




PART II. OTHER INFORMATION




Item 1. Legal Proceedings

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




Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

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

(b) Reports on Form 8-K

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

41



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##### Table of Contents



BankAtlantic Bancorp, Inc.




Signatures

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

|                  |  |                                                                 
|----------------- |  | ----------------------------------------------------------------
|                  |  | BANKATLANTIC BANCORP, INC.                                      
|                 
|                 
|                 
|November 14, 2002 |  | By: /s/Alan B. Levan                                            
|                  |  |                                                                 
|Date              |  | Alan B. Levan
Chief Executive Officer/
Chairman/President       
|                 
|                 
|                 
|                 
|November 14, 2002 |  | By: /s/James A. White                                           
|                  |  |                                                                 
|Date              |  | James A. White
Executive Vice President,
Chief Financial Officer

42



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##### Table of Contents



BankAtlantic Bancorp, Inc.

I, James A. White, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of BankAtlantic
Bancorp, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and
|
| | c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;                      

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



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and

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

|                        |  |                                        
|----------------------- |  | ---------------------------------------
|Date: November 14, 2002 |  |                                        
|                        |  | By: /s/ James A. White                 
|                        |  |                                        
|                        |  | James A. White,
Chief Financial Officer

43



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##### Table of Contents



BankAtlantic Bancorp, Inc.

I, Alan B. Levan, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of BankAtlantic
Bancorp, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

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



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and

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

|                        |  |                                       
|----------------------- |  | --------------------------------------
|Date: November 14, 2002 |  |                                       
|                        |  | By: /s/Alan B. Levan                  
|                        |  |                                       
|                        |  | Alan B. Levan,
Chief Executive Officer

44