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 June 30, 2000

                                       OR

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

                For the transition period from _______ to _______

                        Commission file number 34-027228


                           BANKATLANTIC BANCORP, INC.
             (Exact name of registrant as specified in its Charter)


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

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

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

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

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

                              YES [X]         NO [ ]

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

                                                        Outstanding at
           Title of Each Class                          August 8, 2000
  -----------------------------------------------      ----------------
  Class A Common Stock, par value $0.01 per share         31,681,764
  Class B Common Stock, par value $0.01 per share          9,881,585





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BANKATLANTIC BANCORP, INC.



                                TABLE OF CONTENTS



FINANCIAL INFORMATION                                          Page Reference

  Financial Statements                                               1-11


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

  Consolidated Statements of Operations - for the Three and Six
     Months Ended June 30, 2000 and 1999 - Unaudited                 5-6

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

  Consolidated Statements of Cash Flows - for the Six Months
     Ended June 30, 2000 and 1999 - Unaudited                        9-11

  Notes to Consolidated Financial Statements - Unaudited            12-18

  Management's Discussion and Analysis of Financial Condition
     and Results of Operations                                      19-36


OTHER INFORMATION

  Exhibits and Report on Form 8K                                     37

  Signatures                                                         38
















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BANKATLANTIC BANCORP, INC.












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BANKATLANTIC BANCORP, INC.
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED

                                                                 June 30,     December 31,     June 30,
(In thousands, except share data)                                  2000           1999           1999
                                                                ----------    ------------    ----------

ASSETS
<S>                                                            <C>            <C>            <C>
Cash and due from depository institutions ..................   $    80,430    $    90,070    $   103,300
Federal Funds sold and securities purchased under
 resell agreements .........................................         1,122            313            474
Tax certificates and other securities held to maturity .....       361,186        113,000         93,315
Loans receivable, net ......................................     2,412,527      2,469,472      2,404,380
Loans held for sale ........................................       368,009        220,236        278,092
Securities available for sale, at market value .............       773,076        818,308      1,005,265
Trading securities, at market value ........................        16,796         23,311         20,042
Accrued interest receivable ................................        38,539         30,594         30,141
Real estate held for development and sale and joint
 ventures ..................................................       156,974        149,964         68,706
Real estate owned, net .....................................         5,465          3,951          5,399
Office properties and equipment, net .......................        56,155         55,473         56,364
Federal Home Loan Bank stock, at cost which approximates
 market value ..............................................        50,958         56,410         45,777
Deferred tax asset, net ....................................        38,469         41,487         22,581
Cost over fair value of net assets acquired, net ...........        51,913         53,553         55,669
Other assets ...............................................        26,972         33,759         59,702
                                                                ----------     ----------     ----------
Total assets ...............................................   $ 4,438,591    $ 4,159,901    $ 4,249,207
                                                                ==========     ==========     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ...................................................   $ 2,138,319    $ 2,027,892    $ 2,230,301
Advances from FHLB .........................................       989,140      1,098,186        915,525
Federal Funds purchased ....................................             0          5,900         13,800
Securities sold under agreements to repurchase .............       676,502        423,223        467,360
Subordinated debentures, notes and bonds payable ...........       225,519        228,773        183,304
Guaranteed preferred beneficial interests in the Company's
  Junior Subordinated Debentures ...........................        74,750         74,750         74,750
Advances by borrowers for taxes and insurance ..............         7,381          2,595         47,692
Other liabilities ..........................................        80,186         62,696         79,887
                                                                ----------     ----------     ----------
Total liabilities ..........................................     4,191,797      3,924,015      4,012,619
                                                                ----------     ----------     ----------

Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares
   authorized:  none issued and outstanding ................             0              0              0
Class A Common Stock, $0.01 par value, authorized 80,000,000
   shares; issued and outstanding, 31,681,764, 32,418,470
   and 31,535,429 shares ...................................           317            324            260
Class B Common Stock, $0.01 par value, authorized 45,000,000
   shares; issued and outstanding, 9,799,596, 10,264,516 and
   10,375,215 shares .......................................            98            102            104
Additional paid-in capital .................................       134,606        145,399        141,243
Unearned compensation  - restricted stock grants ...........          (492)        (5,633)        (6,510)
Retained earnings ..........................................       132,994        122,639        111,477
                                                                ----------     ----------     ----------
Total stockholders' equity before accumulated other
   comprehensive income ....................................       267,523        262,831        246,574
Accumulated other comprehensive loss - net unrealized
   depreciation on securities available for sale - net of
   deferred income taxes ...................................       (20,729)       (26,945)        (9,986)
                                                                ----------     ----------     ----------
Total stockholders' equity .................................       246,794        235,886        236,588
                                                                ----------     ----------     ----------
Total liabilities and stockholders' equity .................   $ 4,438,591    $ 4,159,901    $ 4,249,207
                                                                ==========     ==========     ==========

                          See Notes to Consolidated Financial Statements - Unaudited (Continued)
</TABLE>


                                                                -4-
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BANKATLANTIC BANCORP, INC.


<TABLE>
<CAPTION>

                               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED


                                                         For the Three Months       For the Six Months
(In thousands, except share data)                            Ended June 30,           Ended June 30,
                                                        ----------------------    ----------------------
INTEREST INCOME:                                            2000        1999         2000         1999
                                                         ---------    --------    ---------     --------
<S>                                                     <C>          <C>         <C>           <C>
Interest and fees on loans and leases ...............   $  60,964    $  55,369   $  119,848    $ 108,933
Interest on banker's acceptances ....................         247          200          487          389
Interest and dividends on securities available
  for sale ..........................................      14,361       14,618       28,000       24,671
Interest and dividends on tax certificates and
  other securities held to maturity and trading
  securities ........................................       4,574        3,344        9,035        5,950
                                                        ---------    ---------    ---------    ---------
Total interest income ...............................      80,146       73,531      157,370      139,943
                                                        ---------    ---------    ---------    ---------
INTEREST EXPENSE:
Interest on deposits ................................      22,267       20,529       42,105       37,120
Interest on advances from FHLB ......................      15,692       13,337       31,540       26,834
Interest on securities sold under agreements to
  repurchase and federal funds purchased ............       7,407        4,353       13,989        8,397
Interest on subordinated debentures, guaranteed
  preferred interest in the Company's Junior
  Subordinated Debentures and notes and bonds payable       6,932        4,912       13,521        9,699
Capitalized interest ................................      (1,841)        (157)      (3,526)        (332)
                                                        ---------    ---------    ---------    ---------
Total interest expense ..............................      50,457       42,974       97,629       81,718
                                                        ---------    ---------    ---------    ---------
Net interest income .................................      29,689       30,557       59,741       58,225
Provision for loan losses ...........................       4,533        5,669       15,320       10,833
                                                        ---------    ---------    ---------    ---------
Net interest income after provision for loan losses .      25,156       24,888       44,421       47,392
                                                        ---------    ---------    ---------    ---------
NON-INTEREST INCOME:
Loan late fees and other loan income ................       1,069        1,359        2,107        2,489
Gains (losses) on loans held for sale, net of write
  down ..............................................        (367)         234         (289)         867
Gains on sales of property and equipment ............          58        1,459          240        1,459
Gains on sales of securities available for sale, net
  of write down .....................................         218          839          230        1,418
Trading securities gains (losses) ...................         (16)          15           22          (54)
Levitt Corp. sales of real estate and joint venture
  activities ........................................       2,646        1,302        5,757        6,697
Levitt Corp. utility expansion receivable sale ......         363            0        4,265            0
Ryan, Beck principal transactions ...................       4,043        1,704        9,001        4,704
Ryan, Beck investment banking .......................       3,032        1,223        5,039        4,340
Ryan, Beck commissions ..............................       5,429        3,331       11,664        6,007
Transaction fees ....................................       3,221        3,428        6,472        7,019
ATM fees ............................................       2,718        2,504        5,233        4,703
Other ...............................................       1,387        1,280        2,809        2,498
                                                        ---------    ---------    ---------    ---------
Total non-interest income ...........................      23,801       18,678       52,550       42,147
                                                        ---------    ---------    ---------    ---------
NON-INTEREST EXPENSE:
Employee compensation/benefits excluding Ryan, Beck
  and Levitt Corp ...................................      11,120        9,034       22,005       18,675
Employee compensation/benefits for Ryan, Beck
  and Levitt Corp ...................................      10,048        6,717       21,217       13,319
Occupancy and equipment .............................       6,447        6,001       12,947       11,675
Advertising and promotion ...........................       2,670          937        4,136        1,693
Foreclosed asset activity, net ......................         124       (1,355)         275       (1,265)
Amortization of cost over fair value of net assets
  acquired ..........................................       1,024          986        2,040        1,969
Other excluding Ryan, Beck and Levitt Corp ..........       5,210        3,907       10,261        9,389
Other for Ryan, Beck and Levitt Corp ................       4,850        3,437       10,513        6,504
                                                        ---------    ---------    ---------    ---------
Total non-interest expense ..........................      41,493       29,664       83,394       61,959
                                                        ---------    ---------    ---------    ---------
Income before income taxes, discontinued operations
  and extraordinary item ............................       7,464       13,902       13,577       27,580
Provision for income taxes ..........................       2,461        5,273        4,893       10,780
                                                        ---------    ---------    ---------    ---------
Income from continuing operations ...................       5,003        8,629        8,684       16,800
Income from discontinued operations, net of taxes ...         259          801          259          801
                                                        ---------    ---------    ---------    ---------
Income before extraordinary item ....................       5,262        9,430        8,943       17,601
Extraordinary item, net of taxes ....................           0            0        3,466            0
                                                        ---------    ---------    ---------    ---------
Net Income ..........................................  $    5,262   $    9,430   $   12,409   $   17,601
                                                        =========    =========    =========    =========

                See Notes to Consolidated Financial Statements - Unaudited (Continued)
</TABLE>
                                                                -5-

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BANKATLANTIC BANCORP, INC.


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


                                                               For the Three Months         For the Six Months
                                                                  Ended June 30,              Ended June 30,
                                                             ------------------------    ------------------------
                                                                2000          1999          2000          1999
                                                             ----------    ----------    ----------    ----------
<S>                                                         <C>           <C>           <C>           <C>
CLASS A COMMON SHARES
Basic earnings per share from continuing operations ....    $      0.12   $      0.22   $      0.21   $      0.42
Basic earnings per share from discontinued operations ..           0.01          0.02          0.01          0.02
Basic earnings per share from extraordinary item .......           0.00          0.00          0.09   $      0.00
                                                             ----------    ----------    ----------    ----------
Basic earnings per share ...............................    $      0.13   $      0.24   $      0.31   $      0.44
                                                             ==========    ==========    ==========    ==========

Diluted earnings  per share from continuing operations .    $      0.11   $      0.17   $      0.20   $      0.33
Diluted earnings  per share from discontinued operations           0.00          0.01          0.00          0.02
Diluted earnings  per share from extraordinary item ....           0.00          0.00          0.06          0.00
                                                             ----------    ----------    ----------    ----------
Diluted earnings  per share ............................    $      0.11   $      0.18   $      0.26   $      0.35
                                                             ==========    ==========    ==========    ==========
Basic weighted average number of common shares
  outstanding ..........................................     31,546,061    30,385,075    31,522,835    30,540,788
                                                             ==========    ==========    ==========    ==========
Diluted weighted average number of common and common
  equivalent shares outstanding ........................     47,194,152    48,580,788    47,894,114    48,760,391
                                                             ==========    ==========    ==========    ==========

CLASS B COMMON SHARES
Basic earnings  per share from continuing operations ...    $      0.11   $      0.20   $      0.19   $      0.39
Basic earnings per share from discontinued operations ..           0.01          0.02          0.01          0.02
Basic earnings per share from extraordinary item .......           0.00          0.00          0.08          0.00
                                                             ----------    ----------    ----------    ----------
Basic earnings  per share ..............................    $      0.12   $      0.22   $      0.28   $      0.41
                                                             ==========    ==========    ==========    ==========

Diluted earnings per share from continuing operations ..    $      0.11   $      0.17   $      0.19   $      0.32
Diluted earnings per share from discontinued operations            0.01          0.01          0.00          0.01
Diluted earnings per share from extraordinary item .....           0.00          0.00          0.06          0.00
                                                             ----------    ----------    ----------    ----------
Diluted earnings per share .............................    $      0.12   $      0.18   $      0.25   $      0.33
                                                             ==========    ==========    ==========    ==========

Basic weighted average number of common shares
  outstanding ..........................................      9,774,193    10,363,216     9,916,211    10,361,476
                                                             ==========    ==========    ==========    ==========
Diluted weighted average number of common and common
  equivalent shares outstanding ........................     10,270,725    11,074,638    10,412,743    11,084,770
                                                             ==========    ==========    ==========    ==========



                                See Notes to Consolidated Financial Statements - Unaudited (Continued)

</TABLE>
                                                              -6-

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BANKATLANTIC BANCORP, INC.

<TABLE>
<CAPTION>

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

                                                                                                    Net
                                                                                     Unearned   Unrealized
                                                                                      Compen-    Apppreci-
                                                               Addi-                  sation     ation on
                                          Compre-             tional                Restricted  Securities
                                          hensive   Common    Paid-in    Retained     Stock      Available
   (In thousands)                         Income     Stock    Capital    Earnings     Grants     for Sale     Total
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>       <C>        <C>         <C>         <C>         <C>
BALANCE, DECEMBER 31, 1998 ............            $   372   $147,686   $  95,818   $ (7,062)   $   3,626   $ 240,440
 Net income ...........................  $ 17,601        0          0      17,601          0            0      17,601
                                          -------
 Other comprehensive income (loss), net
   of tax:
  Change in unrealized losses on
   securities available for sale ......   (14,323)
  Reclassification adjustment for net
   losses included in net income ......       711
                                          -------
  Other comprehensive loss ............   (13,612)
                                          -------
 Comprehensive income .................  $  3,989
                                          =======
 Dividends on Class A common stock ....                  0          0      (1,424)         0            0      (1,424)
 Dividends on Class B common stock ....                  0          0        (518)         0            0        (518)
 Fair value of stock options granted to
   non-employees ......................                  0         69           0          0            0          69
 Exercise of Class A common stock
   options ............................                  0        206           0          0            0         206
 Exercise of Class B common stock
   options ............................                  0         77           0          0            0          77
 Tax effect relating to the exercise of
   stock options ......................                  0         45           0          0            0          45
 Purchase and  retirement of Class A
   common stock .......................                (10)    (8,384)          0          0            0      (8,394)
 Issuance of Class A restricted common
   stock for acquisitions .............                  2      1,082           0          0            0       1,084
 Forfeited Class A restricted common
   stock ..............................                  0        (89)          0         89            0           0
 Amortization of unearned compensation -
   restricted stock grants ............                  0          0           0      1,014            0       1,014
 Unearned compensation retention pool
   grants .............................                  0        551           0       (551)           0           0
 Net change in unrealized depreciation
   on securities available for sale-net
   of deferred income taxes ...........                  0          0           0          0      (13,612)    (13,612)
----------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1999 ................            $   364   $141,243    $111,477   $ (6,510)   $  (9,986)  $ 236,588
======================================================================================================================




                                See Notes to Consolidated Financial Statements - Unaudited (Continued)
</TABLE>

                                                                -7-

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BANKATLANTIC BANCORP, INC.
<TABLE>
<CAPTION>



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

                                                                                                    Net
                                                                                     Unearned   Unrealized
                                                                                      Compen-    Apppreci-
                                                               Addi-                  sation     ation on
                                          Compre-             tional                Restricted  Securities
                                          hensive   Common    Paid-in    Retained     Stock      Available
   (In thousands)                         Income     Stock    Capital    Earnings     Grants     for Sale     Total
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>       <C>        <C>         <C>         <C>         <C>
BALANCE, DECEMBER 31, 1999 ............            $   426   $145,399   $ 122,639   $ (5,633)   $ (26,945)  $ 235,886
 Net income ...........................  $ 12,409        0          0      12,409          0            0      12,409
                                          -------
 Other comprehensive income (loss), net
   of tax:
  Change in unrealized gains on
   securities available for sale ......     6,884
  Reclassification adjustment for net
    gains included in net income ......      (668)
                                          -------
  Other comprehensive loss ............     6,216
                                          -------
 Comprehensive income .................  $ 18,625
                                          =======
 Dividends on Class A common stock ....                  0          0      (1,601)         0            0      (1,601)
 Dividends on Class B common stock ....                  0          0        (453)         0            0        (453)
 Exercise of Class B common stock
   options ............................                  2        634           0          0            0         636
 Tax effect relating to the exercise of
   stock options ......................                  0        152           0          0            0         152
 Purchase and  retirement of Class B
   common stock .......................                 (6)    (3,855)          0          0            0      (3,861)
 Forfeited Class A restricted common
   stock ..............................                  0       (123)          0        103            0         (20)
 Exchange of Class A restricted common
   stock for participaiton in deferred
   compensation plan ..................                 (7)    (7,779)          0      4,599            0      (3,187)
 Amortization of unearned compensation -
   restricted stock grants ............                  0          0           0        439            0         439
 Issuance of Class A restricted common
   stock for acquisitions .............                  0        178           0          0            0         178
 Net change in unrealized depreciation
   on securities available for sale-net
   of deferred income taxes ...........                  0          0           0          0        6,216       6,216
----------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2000 ................            $   415   $134,606    $132,994   $   (492)   $ (20,729)  $ 246,794
======================================================================================================================



                                See Notes to Consolidated Financial Statements - Unaudited (Continued)

</TABLE>


                                                                -8-

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BANKATLANTIC BANCORP, INC.



                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED


                                                            For the Six Months
                                                              Ended June 30,
                                                           -------------------

(In thousands, except share data)                            2000       1999
                                                           -------     -------
Operating activities:
  Income from continuing operations ...................   $  8,684    $ 16,800
  Income from discontinued operations .................        259         801
  Extraordinary item ..................................      3,466           0
Adjustments to reconcile net income to net cash in
   operating activities:
  Provision for loan losses ...........................     15,320      10,833
  Provision for losses on real estate owned ...........         62         131
  Depreciation, amortization and accretion, net .......      6,458      13,989
  Write-off of deferred offering costs ................        673           0
  Gain on sale of mortgage servicing rights ...........        (88)          0
  Decrease (increase) in deferred tax asset, net ......       (916)      6,163
  Trading account (gains) losses ......................        (22)         54
  Purchases of trading securities .....................          0         (30)
  Proceeds from sales of trading securities ...........         22         (54)
  Decrease in trading securities owned at market - RBCO      6,515       9,993
  Losses (gains) on sales of real estate owned ........        101      (1,617)
  Change in real estate inventory .....................        (97)        721
  Gains on sales of securities available for sale .....     (1,011)     (1,418)
  Write-down of securities available for sale .........        781           0
  Gains on sales of property and equipment ............       (240)     (1,459)
  Proceeds from sales of loans held for sale ..........     23,824      87,633
  Funding of loans held for sale ......................    (18,329)    (30,337)
  Loans purchased, classified as held for sale ........    (80,840)   (161,448)
  Loans held for sale valuation allowance .............        821           0
  Gains on sales of loans held for sale ...............       (444)       (867)
  Provision for tax certificate losses ................        444         193
  Increase in accrued interest receivable .............     (7,945)     (2,370)
  Decrease in other assets ............................      3,169       9,152
  Equity in losses (earnings) of unconsolidated real
    estate joint ventures .............................        411      (1,310)
  Increase (decrease) in other liabilities ............      4,297      (2,941)
                                                          --------    --------
  Net cash used by operating activities ...............    (34,625)    (47,388)
                                                          --------    --------


     See Notes to Consolidated Financial Statements - Unaudited (Continued)



                                       -9-

<PAGE>

BANKATLANTIC BANCORP, INC.


         CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Continued)

                                                         For the Six Months
                                                           Ended June 30,
                                                       ----------------------

(In thousands, except share data)                         2000         1999
                                                       ---------     --------
Investing activities:
Proceeds from redemption and maturities of tax
  certificates .....................................  $   51,292    $  24,470
Maturities of other securities .....................       5,195            0
Purchases of tax certificates and other securities .    (110,405)     (68,082)
Proceeds from sales of securities available for sale      79,040      139,899
Principal collected on securities available for sale      86,612      112,320
Purchases of securities available for sale .........     (79,874)    (680,173)
Purchases of mortgage-backed securities held to
  maturity .........................................    (180,396)           0
Proceeds from sales of FHLB stock ..................      13,657       12,678
FHLB stock acquired ................................      (8,205)      (6,225)
Principal reduction on loans .......................     520,298      775,188
Loan funding for portfolio .........................    (489,369)    (630,712)
Loans purchased for portfolio ......................     (75,667)     (58,552)
Proceeds from maturities of banker's acceptances ...       3,662        7,838
Purchases of banker's acceptances ..................      (2,809)     (15,370)
Proceeds from sales of real estate owned ...........       2,089        8,078
REO acquired in connection with bulk residential
  loan purchases ...................................           0       (2,678)
Mortgage servicing rights acquired .................           0         (897)
Proceeds from sales of mortgage servicing rights ...         882       12,377
Cost of equipment acquired for lease ...............     (24,424)     (15,547)
Additions to office property and equipment .........      (3,656)      (2,723)
Proceeds from sales of property and equipment ......         422        2,416
Investment in and advances to joint ventures, net ..      (7,324)     (14,373)
Acquisition, net of cash acquired ..................        (210)      (1,221)
                                                       ---------    ---------
Net cash used in investing activities ..............    (219,190)    (401,289)
                                                       ---------    ---------
Financing activities:
Net increase in deposits ...........................      71,333      278,302
Interest credited to deposits ......................      39,094       26,227
Repayments of FHLB advances ........................    (805,050)    (458,047)
Proceeds from FHLB advances ........................     696,004      329,000
Net increase in securities sold under agreements
  to repurchase ....................................     253,279      305,267
Net decrease in federal funds purchased ............      (5,900)      (4,700)
Repayment of notes payable .........................     (12,849)      (1,571)
Increase in notes payable ..........................       7,027        1,812
Issuance of common stock relating to exercise of
  employee stock options ...........................         636          283
Issuance of common stock options to non-employees ..           0           69
Retirement of subordinated debentures ..............     (25,083)           0
Issuance of investment notes .......................      27,651            0
Payments to acquire and retire common stock ........      (3,861)      (8,394)
Receipts (repayments) of advances by borrowers
  for taxes and insurance ..........................       4,786      (14,654)
Common stock dividends paid ........................      (2,083)      (1,966)
                                                       ---------    ---------
Net cash provided by financing activities ..........     244,984      451,628
                                                       ---------    ---------
Increase (decrease) in cash and cash equivalents ...      (8,831)       2,951
Cash and cash equivalents at beginning of period ...      90,383      100,823
                                                       ---------     --------
Cash and cash equivalents at end of period .........      81,552      103,774
                                                       =========    =========

     See Notes to Consolidated Financial Statements - Unaudited (Continued)

                                      -10-
<PAGE>

BANKATLANTIC BANCORP, INC.


          CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Continued)


                                                            For the Six Months
                                                              Ended June 30,
                                                           --------------------
(In thousands, except share data)                            2000        1999
                                                           --------     -------
 Supplementary disclosure and non-cash investing and
   financing activities:
 Interest paid on borrowings and deposits ..............    103,294    $ 77,479
 Income taxes paid .....................................      2,000       5,000
 Loans transferred to real estate owned ................      3,766       4,518
 Commercial non-mortgage loans held for investment
   transferred to held for sale ........................    123,868           0
 Issuance of Class A common stock upon acquisitions ....        178       1,084
 Loan charge-offs ......................................     13,638      12,669
 Tax certificate charge-offs, net ......................        549         377
 Changes in proceeds receivable from sales of mortgage
   servicing rights ....................................          0      20,991
Class A common stock dividends; not paid until July ....        802         713
Class B common stock dividends; not paid until July ....        225         259
Increase in equity for the tax effect related to the
   exercise of employee stock options ..................        152          45
Change in net unrealized depreciation on securities
   available for sale ..................................     10,151     (22,208)
 Change in deferred taxes on net unrealized depreciation
   on securities available for sale ....................     (3,935)      8,596
 Change in stockholders' equity from net unrealized
   depreciation on securities available for sale, less
   related deferred income taxes .......................      6,216     (13,612)
 Increase in real estate held for development and sale
   resulting from roadway improvement development bond .          0       5,949
 Reduction in stockholders' equity from the retirement
   of restricted stock .................................     (3,187)          0
 Increase in other liabilities from the retirement of
   restricted stock ....................................      3,187           0
 Accrual for purchases of tax certificates, paid in July     10,167      10,164
 Loan securitization ...................................     33,577           0





           See Notes to Consolidated Financial Statements - Unaudited


                                      -11-

<PAGE>

BANKATLANTIC BANCORP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1.  PRESENTATION OF INTERIM FINANCIAL STATEMENTS

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

     In management's opinion, the accompanying consolidated financial statements
contain such adjustments necessary to present fairly the Company's  consolidated
financial  condition at June 30,  2000,  December 31, 1999 and June 30, 1999 and
the  consolidated  results of operations for the three and six months ended June
30,  2000 and 1999,  the  consolidated  stockholders'  equity and  comprehensive
income;  and the consolidated  cash flows for the six months ended June 30, 2000
and 1999. Such  adjustments  consisted only of normal recurring items except for
the  extraordinary  item  discussed  in  Note  2.  The  consolidated   financial
statements  and related notes are presented as permitted by Form 10-Q and should
be read in  conjunction  with the  notes to  consolidated  financial  statements
appearing in the Company's Annual Report on Form 10K for the year ended December
31, 1999 and the March 31, 2000 Form 10-Q.

2. SUBORDINATED DEBENTURES, INVESTMENT NOTES AND EQUITY CAPITAL

     On July 14, 1999, the Company's Board of Directors  approved the repurchase
on the open market of up to 3.5 million  shares of the  Company's  common stock.
The Board authorized the repurchase of common stock on a  "time-to-time"  basis,
depending  upon market  conditions  and subject to  compliance  with  applicable
securities laws. Pursuant to the above repurchase plan the Company paid $596,500
and $3.9 million to repurchase  and retire 100,000 and 651,000 shares of Class B
common stock during the three and six months ended June 30, 2000,  respectively.
Pursuant to a previously  announced  plan to repurchase  shares of common stock,
the Company paid $8.4 million to repurchase and retire 1,149,655 shares of Class
A common stock  during the six months ended June 30, 1999.  There were no shares
of common stock repurchased during the three months ended June 30, 1999.

     During the three and six months  ended June 30,  2000,  69,450 and  186,080
shares of Class B incentive  and  non-qualifying  stock  options were  exercised
resulting in a $299,000 and $788,000 increase in stockholders'  equity.  The tax
effect included in the preceding amount was $64,000 and $152,000, respectively.

     During the three months  ended June 30, 1999,  32,340 and 18,673 of Class A
and Class B incentive  and  non-qualifying  stock  options,  respectively,  were
exercised  resulting in a $260,000  increase in  stockholders'  equity.  The tax
effect included in the preceding amount was $33,000. During the six months ended
June  30,  1999,  40,954  and  22,770  of  Class  A and  Class B  incentive  and
non-qualifying  stock  options,  respectively,  were  exercised  resulting  in a
$328,000  increase  in  stockholders'  equity.  The tax effect  included  in the
preceding amount was $45,000.

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

     On March 1, 2000,  749,533 restricted shares of Class A common stock issued
to key employees of RBCO in connection with the acquisition of RBCO were retired
in exchange for the establishment of interests in the BankAtlantic  Bancorp-Ryan
Beck  Deferred  Compensation  Plan  ("Plan")  in the  aggregate  amount  of $7.8
million.  As a result of the  exchange,  stockholders'  equity  declined by $3.2
million with a corresponding increase in other liabilities.

     On June 1,  2000  and  1999,  pursuant  to the  February  1998  acquisition
agreement  under which RBCO acquired  Cumberland  Advisors,  the Company  issued
55,239  and  40,968  shares of Class A common  stock and made a cash  payment of
$210,000 and

                                      -12-
<PAGE>

BANKATLANTIC BANCORP, INC.




$266,000,  respectively,  to  the  former  Cumberland  Advisors  partners.  Such
additional  consideration  was considered an adjustment to the purchase price of
Cumberland  Advisors  and  not  compensation  for  services  subsequent  to  the
acquisition   date.  The  Class  A  common  stock  is  subject  to  restrictions
prohibiting transfers for two years.

     On June 28, 1999, RBCO acquired the assets of Southeast  Research Partners,
Inc. for consideration consisting of 154,496 shares of restricted Class A common
stock and  $875,000 of cash.  The Company also  accrued  $57,000 of  acquisition
costs.  Southeast  Research  Partners,  Inc. is being  operated as a division of
RBCO.

     On February 29, 2000 the Company completed a tender offer and purchased $25
million  aggregate   principal  amount  of  the  Company's  5  5/8%  Convertible
Subordinated  Debentures for an aggregate purchase price of $18.75 million.  The
Company  recognized a $3.5 million (net of income tax)  extraordinary  gain upon
the retirement of the Debentures.

     In January 2000, the Company commenced an offering of up to $150 million of
subordinated  investment notes. The Company  currently  anticipates that no more
than $75 million of investment notes will be outstanding at any time. No minimum
amount of  investment  notes  must be sold and the  Company  may  terminate  the
offering  at any time.  The  interest  rate and  maturity  date are  fixed  upon
issuance.  At June 30, 2000 the Company had issued an aggregate of $27.7 million
of  investment  notes with  interest  rates  between 10% and 11.75% and maturity
dates between February 2002 and June 2002.

3. TRADING SECURITIES

     During the three and six months ended June 30, 2000,  the Company  realized
losses of  $16,000  and gains of $22,000 on  trading  securities  compared  to a
realized  gain of $15,000  and a realized  loss of $54,000  during the same 1999
period.

     The RBCO gains on trading securities were associated with sales and trading
activities  conducted both as principal and as agent on behalf of individual and
institutional investor clients of RBCO. Transactions as principal involve making
markets in  securities  which are held in inventory to  facilitate  sales to and
purchases from  customers.  During the three and six months ended June 30, 2000,
RBCO  realized net gains from  principal  transactions  of $4.0 million and $9.0
million,  respectively,  compared to net gains of $1.7  million and $4.7 million
during the same 1999 periods. Furthermore, included in other liabilities at June
30, 2000 and December 31, 1999 was $383,000 and $2.6 million,  respectively,  of
securities sold not yet purchased, relating to RBCO trading activity.

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


                                 June 30,   December 31,     June 30,
                                   2000         1999           1999
                                 --------   ------------    ---------
Debt obligations:
  States and municipalities ..   $  8,532    $  13,961      $  10,690
  Corporations ...............        376        1,085          1,115
  U.S. Government and agencies      3,734           29            341
  Corporate equities .........      4,154        8,236          7,866
  Option and future contracts           0            0             30
                                  -------     --------       --------
     Total ...................   $ 16,796    $  23,311      $  20,042
                                  =======     ========       ========

4.  LOANS HELD FOR SALE

     The Company continuously evaluates its business units for profitability and
overall efficiency. As a result, the Company made a determination to discontinue
its participation in syndication lending. At June 30, 2000, the Company's entire
portfolio of syndication  loans ($123.9 million) was transferred from loans held
to  maturity  to loans  held for sale and the  Company  is  currently  seeking a
purchaser for the portfolio.


                                      -13-

<PAGE>

BANKATLANTIC BANCORP, INC.



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

     BankAtlantic  Development  Corporation  was renamed  Levitt  Corporation in
March 2000. Levitt  Corporation's  real estate held for development and sale and
joint venture activities  consists of the combined  activities of St. Lucie West
Holding Corporation ("SLWHC"), and Levitt & Sons, Inc. SLWHC is the developer of
the master  planned  community of St.  Lucie West in St.  Lucie County  Florida.
Levitt  &  Sons,  which  was  acquired  in  December  1999,  is a  developer  of
single-family  home communities and condominium and rental  apartment  complexes
primarily in Florida.

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

                                           June 30,   December 31,  June 30,
                                             2000         1999        1999
                                           --------   -----------   --------
Inventory of real estate, Levitt & Sons   $  75,603    $  73,794    $      0
SLWHC land ............................      31,318       33,023      33,906
Loans to joint ventures ...............      39,757       33,647      28,917
Equity investments in joint ventures ..       7,214        6,407       3,483
Other .................................       3,082        3,093       2,400
                                           --------     --------     -------
                                          $ 156,974    $ 149,964    $ 68,706
                                           ========     ========     =======

     During  the three and six  months  ended  June 30,  2000  SLWHC  land sales
resulted in gains of $701,000  and $1.9  million,  respectively,  while Levitt &
Sons  sales  of real  estate  resulted  in net  gains of $2.1  million  and $4.3
million, respectively.  Additionally, during the three and six months ended June
30, 2000 SLWHC sold certain  rights to utility impact fees to the Port St. Lucie
Service Department for a net gain of $363,000 and $4.3 million, respectively.

     During  the three and six  months  ended  June 30,  1999  SLWHC  land sales
resulted in gains of $1.7 million and $5.4 million, respectively.

     Levitt  Corporation's equity in earnings from joint ventures was a $128,000
and $412,000  loss during the three and six months ended June 30, 2000  compared
to a loss of $418,000  during the three months ended June 30, 1999 and a gain of
$1.3 million during the six months ended June 30, 1999. During the first quarter
of 1999,  one of the real  estate  joint  ventures  closed  on a land sale to an
unaffiliated  developer  resulting in the  recognition  of a $1.7 million  gain.
Additionally,   during  the  six  months  ended  June  30,  1999,   the  Company
relinquished its equity  participation rights in a loan accounted for as a joint
venture in  exchange  for  substantial  principal  repayments  on the loan and a
guarantee  from  a  real  estate  investment  trust  resulting  in  the  Company
transferring $20.8 million in investments in joint ventures to loans receivable.
The loan was repaid in full in 1999.

     During  the  three  and  six  months  ended  June  30,  2000,  the  Company
capitalized  $1.8 million and $3.5 million of interest  expense  associated with
real  estate  inventory  and  investments  and  advances  to real  estate  joint
ventures. Furthermore,  $394,000 and $618,000 of interest income associated with
loans to joint ventures was deferred. During the three and six months ended June
30, 1999 the Company  capitalized  $157,000 and $332,000 of interest expense and
deferred $251,000 and $475,000 of interest income from joint venture loans.

     Included in other  expenses in the  Company's  Consolidated  Statements  of
Operations  during the three and six months ended June 30, 2000 was $155,000 and
$305,000,  respectively,  of  consulting  fees  paid to the Abdo  Companies,  an
affiliate  of the  Company.  John Abdo,  the Vice  Chairman  and Director of the
Company is the  President  and Chief  Executive  Officer of the Abdo  Companies.
During the three and six months  ended June 30,  1999,  $150,000 and $300,000 of
consulting  fees  were paid to the Abdo  Companies.  Additionally,  $20,000  and
$40,000, of management fees were paid to BFC Financial Corporation, an affiliate
of the  Company,  during  the three and six  months  ended  June 30,  2000.  BFC
Financial Corporation provides  administrative and real estate advisory services
to Levitt  Corporation.  BFC Financial  Corporation  pays  BankAtlantic a $9,000
quarterly  administration  fee and rents  office space from  BankAtlantic  for a
monthly rent payment of $2,227.


                                      -14-

<PAGE>

BANKATLANTIC BANCORP, INC.


6.  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 six months ended June 30, 2000 and 1999
was $359,000 and $442,000, respectively.

7.  DISCONTINUED OPERATIONS AND RESTRUCTURING CHARGES

     During  December  1998,  the  Company  commenced  a  restructuring  of  its
operations  and  established  a  restructuring   liability.   The  restructuring
liability  at June 30, 2000 was $155,000  and  consists of the  remaining  lease
payments on closed branches.

     At  December  31,  1998,  the Board of  Directors  adopted a formal plan to
dispose of the Company's mortgage  servicing business ("MSB").  During the three
and  six  months  ended  June  30,  2000  the  Company  recognized  income  from
discontinued  operations  of $404,000  ($259,000  net of tax) from the sale of a
building.  The Company at June 30, 2000 had a liability of $610,000  relating to
expected  costs of  obtaining  loan  documents  associated  with the sale of the
mortgage servicing portfolio during 1999.

     During the three and six months ended June 30, 1999 the Company  recognized
income from discontinued operations of $1.3 million ($801,000 net of taxes) as a
consequence  of lower than  anticipated  losses on the disposal of the servicing
portfolio.  The MSB anticipated loss from operations projected higher prepayment
speeds and higher servicing and disposal cost than actually occurred.

8.   DERIVATIVES

     During the six months ended June 30, 2000 the Company entered into interest
rate swap contracts with various primary brokers in an aggregate notional amount
of $240  million,  of which $150 million  terminates  two years from the date of
issuance  and $90 million  terminates  one year from the date of  issuance.  The
interest  rate swap  contracts  obligate  the Company to pay the one month LIBOR
index and the Company  receives  an average  fixed rate of interest of 7.08% for
the two year interest rate swaps and 6.88% for the one year interest rate swaps.
The interest rate swap  contracts  were executed to convert the Company's  fixed
rate callable time deposits to a one-month LIBOR interest rate.

9.   SEGMENT REPORTING

     Operating  segments are defined as components of an enterprise  about which
separate  financial  information is available that is regularly  reviewed by the
chief  operating  decision  maker in deciding how to allocate  resources  and in
assessing  performance.  Reportable  segments  consist of one or more  operating
segments  with  similar   economic   characteristics,   products  and  services,
production  processes,  type of  customer,  distribution  system and  regulatory
environment. The information provided for Segment Reporting is based on internal
reports utilized by management. Interest expense and certain revenue and expense
items are  allocated to the various  segments as interest  expense and overhead.
The  presentation  and  allocation of interest  expense and overhead and the net
contribution calculated under the management approach may not reflect the actual
economic  costs,  contribution  or results of  operations of the unit as a stand
alone business.  If a different  basis of allocation was utilized,  the relative
contributions  of the segments might differ but the relative  trends in segments
would, in management's view, likely not be impacted.


                                      -15-

<PAGE>

BANKATLANTIC BANCORP, INC.


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

REPORTABLE SEGMENT                         OPERATING SEGMENTS AGGREGATED
------------------                         -----------------------------

Bank Investment Operations - Other         Investment Division, Tax Certificate
                                           Department, Trading, Equity Portfolio

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

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

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

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

Investment Banking Operations              Ryan, Beck & Co.


     The  accounting  policies of the segments are  generally  the same as those
described  in the  summary  of  significant  accounting  policies.  Intersegment
transactions  consist of borrowings  by real estate  operations  and  investment
banking  operations  which are recorded  based upon the terms of the  underlying
loan agreements or an allocated cost of funds and are effectively  eliminated in
the interest expense and overhead allocations.






                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]











                                      -16-

<PAGE>

BANKATLANTIC BANCORP, INC.


     The Company evaluates segment  performance based on net contribution  after
tax. The following table presents segment information for income from continuing
operations for the three months ended June 30, 2000 and 1999:

<TABLE>
<CAPTION>
                                     Bank Investment              Bank Loan
                                       Operations                 Operations
                                 -----------------------    ----------------------
                                                                                                    Investment
                                              Wholesale                               Real Estate     Banking     Segment
(in thousands)                     Other     Residential    Commercial     Retail     Operations    Operations     Total
----------------------------     ---------   -----------    ----------    --------    -----------   ----------   ---------
June 30, 2000
<S>                             <C>         <C>            <C>           <C>         <C>            <C>         <C>
Interest income .............   $   17,939  $     25,219   $    25,090   $  10,946   $      492     $    460    $   80,146
Interest expense and overhead      (16,435)      (20,528)      (17,076)     (6,617)      (1,294)         (70)      (62,020)
Recovery from (provision for)
   loan losses ..............            0             4        (2,375)     (2,162)           0            0        (4,533)
Non-interest income .........           17           520          (160)        729        3,221       12,718        17,045
                                 ==========================================================================================
Segment profits before taxes           718         5,160         5,797      (2,820)      (1,493)         102         7,464
Provision for income taxes ..          291         2,092         2,350      (1,143)      (1,256)         127         2,461
                                 ---------   -----------    ----------    --------    ---------     --------     ---------
Segment net income (loss) ...   $      427  $      3,068   $     3,447   $  (1,677)  $     (237)   $     (25)   $    5,003
                                 =========   ===========    ==========    ========    =========     ========    ==========
Segment total assets ........   $1,128,627  $  1,338,429   $ 1,132,974   $ 415,747   $  154,210    $  38,212    $4,208,199
                                 =========   ===========    ==========    ========    =========     ========    ==========
JUNE 30, 1999
Interest income .............   $   17,213  $     22,060   $    19,815   $  13,725   $      378    $     340    $   73,531
Interest expense and overhead      (13,572)      (17,710)      (11,300)     (7,208)        (417)        (222)      (50,429)
Recovery from (provision for)
   loan losses ..............            0          (117)          754      (6,306)           0            0        (5,669)
Non-interest income .........          890          (106)          501       1,274        2,247        6,406        11,212
                                 ==========================================================================================
Segment profits before taxes         4,287         4,323        10,062      (1,880)         488       (3,378)       13,902
Provision for income taxes ..        1,626         1,640         3,816        (713)         185       (1,281)        5,273
                                 ---------   -----------    ----------    --------    ---------     --------     ---------
Segment net income (loss) ...   $    2,661  $      2,683   $     6,246   $  (1,167)  $      303    $  (2,097)   $    8,629
                                 =========   ===========    ==========    ========    =========     ========     =========
Segment total assets ........   $1,131,549  $  1,283,319   $   897,299   $ 533,251   $   66,818    $  57,460    $3,969,696
                                 =========   ===========    ==========    ========    =========     ========     =========
</TABLE>

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

<TABLE>
<CAPTION>
                                     Bank Investment              Bank Loan
                                       Operations                 Operations
                                 -----------------------    ----------------------
                                                                                                    Investment
                                              Wholesale                               Real Estate     Banking     Segment
(in thousands)                     Other     Residential    Commercial     Retail     Operations    Operations     Total
----------------------------     ---------   -----------    ----------    --------    -----------   ----------   ---------
JUNE 30, 2000
<S>                             <C>         <C>            <C>           <C>         <C>            <C>         <C>
Interest income                 $   35,056  $     50,719   $    48,407   $  22,175    $       72    $     941   $  157,370
Interest expense and overhead      (31,133)      (40,844)      (31,485)    (12,797)       (2,325)        (278)    (118,862)
Recovery from (provision for)
   loan losses                           0          (178)       (2,289)    (12,853)            0            0      (15,320)
Non-interest income                     91           520           271       1,446        10,636       25,918       38,882
                                 ==========================================================================================
Segment profits before taxes         1,689         8,781        13,532     (10,548)          860         (737)      13,577
Provision for income taxes             677         3,533         5,428      (4,218)         (320)        (207)       4,893
                                 ---------   -----------    ----------    --------     ---------     --------     ---------
Segment net income (loss)       $    1,012  $      5,248   $     8,104   $  (6,330)   $    1,180    $    (530)   $   8,684
                                 =========   ===========    ==========    ========     =========     ========     =========
JUNE 30, 1999
Interest income                 $   29,221  $     44,498   $    38,000   $  27,373    $      154    $     697    $ 139,943
Interest expense and overhead      (23,597)      (35,994)      (21,513)    (15,020)         (807)        (449)     (97,380)
Recovery from (provision for)
   loan losses                           0           (85)         (133)    (10,615)            0            0      (10,833)
Non-interest income                  1,416           (42)          891       2,653         5,387       15,346       25,651
                                 ==========================================================================================
Segment profits before taxes         6,001         7,525        16,481      (2,819)        4,131       (3,739)      27,580
Provision for income taxes           2,309         2,916         6,375      (1,052)        1,570       (1,338)      10,780
                                 ---------   -----------    ----------    --------     ---------     --------     ---------
Segment net income (loss)       $    3,692  $      4,609   $    10,106   $  (1,767)   $    2,561    $  (2,401)   $  16,800
                                 =========   ===========    ==========    ========     =========     ========     =========

</TABLE>

                                                               -17-

<PAGE>


BANKATLANTIC BANCORP, INC.


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

                                             At June 30,
                                       -----------------------
(in thousands)                            2000          1999
                                       ----------   ----------
Total Assets
Total assets for reportable segments   $4,208,199   $3,969,697
Assets in discontinued operations ..            0       28,919
Assets in overhead .................      230,392      250,591
                                       ----------   ----------
Total consolidated assets ..........   $4,438,591   $4,249,207
                                       ==========   ==========


                                        For the            For the
                                     Three Months         Six Months
                                    Ended June 30,      Ended June 30,
                                   ----------------    ----------------
(in thousands)                      2000      1999      2000      1999
                                   ------    ------    ------    ------
Non-interest Income
Total non-interest income for
  reportable segments .........   $17,045   $11,212   $38,882   $25,651
Items included in interest
  expense and overhead:
  Transaction fee income ......     3,221     3,428     6,472     7,019
  ATM fees ....................     2,718     2,504     5,233     4,703
  Other deposit related fees ..       817     1,534     1,963     4,774
                                   ------    ------    ------    ------
Total consolidated non-interest
  income ......................   $23,801   $18,678   $52,550   $42,147
                                   ======    ======    ======    ======


10.  NEW ACCOUNTING STANDARDS AND POLICIES

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

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


11.  RECLASSIFICATIONS

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





                                      -18-

<PAGE>

BANKATLANTIC BANCORP, INC.


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

     Except for historical  information  contained herein, the matters discussed
in this report contain forward-looking  statements within the meaning of Section
27A of the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"). When used in this report the words "anticipate",  "believe",  "estimate",
"may",  "intend",  "expect"  and similar  expressions  identify  certain of such
forward-looking  statements.  Actual results,  performance or achievements could
differ  materially  from  those  contemplated,   expressed  or  implied  by  the
forward-looking  statements contained herein. These  forward-looking  statements
are based largely on the Company's  expectations  and are subject to a number of
risks  and   uncertainties,   including  but  not  limited  to,  the  risks  and
uncertainties associated with economic,  competitive and other factors affecting
the Company and its  operations,  markets,  products and services,  credit risks
generally and the related adequacy of the allowance for loan losses,  changes in
interest rates and economic  policies,  the success of technological,  strategic
and business  initiatives,  significant growth in banking as well as non-banking
initiatives,  the  financing  and  consummation  of  the  anticipated  corporate
transaction  and possible  debenture  repurchases  and other  factors  discussed
elsewhere  in this  report  and  other  reports  filed by the  Company  with the
Securities and Exchange Commission ("SEC"). Many of these factors are beyond the
Company's control.

RESULTS OF OPERATIONS
                                             For the            For the
                                           Three Months         Six Months
                                          Ended June 30,      Ended June 30,
                                         ----------------    ----------------
(In thousands, except per share data)      2000     1999       2000     1999
                                         -------  -------    -------  -------
Income from continuing operations .      $ 5,003  $ 8,629    $ 8,684  $16,800
Income from discontinued operations
  net of taxes ....................          259      801        259      801
Extraordinary item, net of taxes ..            0        0      3,466        0
                                         -------  -------    -------  -------
Net income ........................      $ 5,262  $ 9,430    $12,409  $17,601
                                         =======  =======    =======  =======
CLASS A COMMON SHARES
Basic earnings per share from
 continuing operations ............      $  0.12  $  0.22    $  0.21  $  0.42
Basic earnings per share from
 discontinued operations ..........         0.01     0.02       0.01     0.02
Extraordinary item, net of taxes ..         0.00     0.00       0.09     0.00
                                         -------  -------    -------  -------
Basic earnings per share ..........      $  0.13  $  0.24    $  0.31  $  0.44
                                         =======  =======    =======  =======
Diluted earnings per share from
 continuing operations ............      $  0.11  $  0.17    $  0.20  $  0.33
Diluted earnings per share from
 discontinued operations ..........         0.00     0.01       0.00     0.02
Extraordinary item ................         0.00     0.00       0.06     0.00
                                         -------  -------    -------  -------
Diluted earnings per share ........      $  0.11  $  0.18    $  0.26  $  0.35
                                         =======   ======    =======  =======
CLASS B COMMON SHARES
Basic earnings per share from
 continuing operations ............      $  0.11  $  0.20    $  0.19  $  0.39
Basic earnings per share from
 discontinued operations ..........         0.01     0.02       0.01     0.02
Extraordinary item ................         0.00     0.00       0.08     0.00
                                         -------  -------    -------  -------
Basic earnings  per share .........      $  0.12  $  0.22    $  0.28  $  0.41
                                         =======  =======    =======  =======
Diluted earnings per share from
 continuing operations ............      $  0.11  $  0.17    $  0.19  $  0.32
Diluted earnings per share from
 discontinued operations ..........         0.01     0.01       0.00     0.01
Extraordinary item ................         0.00     0.00       0.06     0.00
                                         -------  -------    -------  -------
Diluted earnings per share ........      $  0.12  $  0.18    $  0.25  $  0.33
                                         =======  =======    =======  =======

                                      -19-

<PAGE>

BANKATLANTIC BANCORP, INC.


     Income  from  continuing  operations  - Income from  continuing  operations
declined by 42% during the three months ended June 30, 2000 compared to the same
period during 1999. The primary reasons for the decline were:

  /bullet/     higher compensation expense from expanded investment banking
               operations, the acquisition of Levitt & Sons and new banking
               products,
  /bullet/     a significant increase in other real estate expenses resulting
               from Levitt & Sons during 2000 which were not included during
               1999,
  /bullet/     increased  occupancy expenses associated with repairs and
               maintenance on bank branches, data processing services and
               maintenance contracts associated with ATM operations,
  /bullet/     lower gains on sales of securities available for sale net
               of write-downs,
  /bullet/     an unrealized loss on a syndication loan,
  /bullet/     lower gains on the sale of property and equipment resulting
               from a $1.5 million gain on the sale of a branch facility
               during 1999,
  /bullet/     a decline in income from foreclosed asset activity, net
               reflecting the sale of a REO property during 1999 for a
               $1.4 million gain,
  /bullet/     a substantial increase in advertising costs due to the
               acquisition of Levitt & Sons and promotions of new deposit
               and loan products,
  /bullet/     higher other expenses  excluding RBCO and real estate
               operations  primarily associated with consulting fees
               related to technology investments, and
  /bullet/     a decrease in net interest income due to a decline in the net
               interest margin  reflecting a rising interest rate environment
               which began in July 1999.

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

  /bullet/     an  improvement  in the provision for loan losses  resulting
               from a decline in small business and indirect  consumer loan
               charge-offs,
  /bullet/     a significant increase in RBCO non-interest income,
  /bullet/     an  increase  in gains on sales of real estate held for sale
               due to the Levitt & Sons acquisition, and
  /bullet/     a $651,000 decline in the deferred tax asset valuation
               allowance due to gains on the sale of real estate from Levitt
               Corporation  and the related  decrease in the  provision for
               income taxes.

     INCOME FROM CONTINUING  OPERATIONS - Income from continuing  operations for
the six months  ended June 30, 2000  declined by 48% compared to the same period
during  1999.  The primary  reasons for the  decline  were  related to the items
discussed  above  along  with an  increase  in the  provision  for  loan  losses
attributed  to  charge-offs  and  delinquency  trends in the small  business and
indirect consumer loan portfolios.

     DISCONTINUED OPERATIONS - Income from discontinued operations for the three
and six months  ended June 30, 2000 was $259,000  compared to  $801,000,  net of
income taxes,  respectively for the same 1999 periods.  Income from discontinued
operations during the three and six months ended June 30, 2000 resulted from the
sale of a  building  used in the  mortgage  servicing  operations.  Income  from
discontinued  operations  during  the three and six months  ended June 30,  1999
resulted  primarily from slower loan repayments than originally  estimated which
were the result of caused by rising  residential  loan interest rates during the
period.

     EXTRAORDINARY  ITEM  - The  extraordinary  item  resulted  from  the  early
extinguishment  of debt.  On February  29,  2000,  the Company  repurchased  $25
million  aggregate  principal  amount  of  its 5 5/8%  convertible  subordinated
debentures for $18.75 million.  Included in the extraordinary  item was $250,000
of offering  costs and a $673,000  writeoff  of  unamortized  original  issuance
costs.


                                      -20-

<PAGE>


BANKATLANTIC BANCORP, INC.


NET INTEREST INCOME
<TABLE>
<CAPTION>
                                          For the Three Months Ended         For the Six Months Ended
                                                     June 30,                         June 30,
                                        ------------------------------    ------------------------------
(In thousands)                            2000        1999     Change       2000       1999      Change
                                        --------   --------   --------    --------   --------   --------
<S>                                     <C>        <C>        <C>         <C>        <C>        <C>
Interest and fees on loans and leases   $ 60,964   $ 55,369   $  5,595    $119,848   $108,933   $ 10,915
Interest on banker's acceptances ....        247        200         47         487        389         98
Interest and dividends on securities
  available for sale ................     14,361     14,618       (257)     28,000     24,671      3,329
Interest and dividends on investment
  securities held to maturity and
  trading securities ................      4,574      3,344      1,230       9,035      5,950      3,085
Interest on deposits ................    (22,267)   (20,529)    (1,738)    (42,105)   (37,120)    (4,985)
Interest on advances from FHLB ......    (15,692)   (13,337)    (2,355)    (31,540)   (26,834)    (4,706)
Interest on securities sold under
  agreements to repurchase ..........     (7,407)    (4,353)    (3,054)    (13,989)    (8,397)    (5,592)
Interest on subordinated debentures,
  notes, payable and guaranteed
  preferred interest in the Company's
  Junior Subordinated Debentures ....     (6,932)    (4,912)    (2,020)    (13,521)    (9,699)    (3,822)
Capitalized interest ................      1,841        157      1,684       3,526        332      3,194
                                        --------   --------   --------    --------   --------   --------
  Net interest income ...............   $ 29,689   $ 30,557   $   (868)   $ 59,741   $ 58,225   $  1,516
                                        ========   ========   ========    ========   ========   ========
Net interest margin .................       2.95%      3.22%     (0.27)%      3.01%      3.17%     (0.16)%
                                        ========   ========   ========    ========   ========   ========
</TABLE>

SECOND QUARTER THIS YEAR VERSUS THE SAME QUARTER LAST YEAR:

     Net  interest  income  decreased  by 3%. The net  interest  income  decline
primarily resulted from a decline in the net interest margin partially offset by
interest  earning asset growth.  Total interest income increased by $6.6 million
while total interest expense increased by $7.5 million. The increase in interest
income resulted from higher average  interest earning assets and average yields.
The Company  experienced  significant loan growth concentrated in the commercial
real estate segment of bank loan operations. Additionally, other securities held
to maturity  increased due to purchases of  mortgage-backed  securities  and tax
certificate  fundings.  The above  increases  in  interest  earning  assets were
partially  offset by declines in securities  available for sale  resulting  from
principal  pay-downs  and  sales.  Average  yields on  interest  earning  assets
increased  due to a rising  interest  rate  environment.  The  increase in total
interest  expense  reflects the funding of the asset growth  primarily with FHLB
advances and securities  sold under  agreements to repurchase and an increase in
associated  average  borrowing  rates.  The increased  average rates on interest
paying liabilities  primarily resulted from competition in the Company's deposit
markets and the increasing interest rate environment  mentioned above driving up
rates on  institutional  borrowings.  Additionally,  the Company  retired  $25.0
million of 5 5/8% Convertible  Subordinated  Debentures and issued $27.7 million
of Investment Notes with interest rates ranging from 10% to 11.75%.

     The increase in loan interest income  primarily  resulted from increases in
average  balances as a consequence of the  origination of commercial real estate
loans,  lease  financings,  home  equity  and  syndication  loans as well as the
purchase of wholesale  residential  loans and commercial real estate loans.  The
above  increases in loan average  balances were partially  offset by declines in
the  Company's  consumer  and small  business  loan  portfolios.  The decline in
consumer  loans  resulted from the Company  ceasing the  origination of indirect
consumer loans as part of its December 1998  restructuring  plan. The decline in
small business  average  balances  resulted from a significant  decrease in loan
originations  during the 1999 fiscal year and the six months of 2000 compared to
the 1998 fiscal year. Also  contributing to the increase in loan interest income
was higher yields due to the increases in the prime interest rate.


                                      -21-

<PAGE>

BANKATLANTIC BANCORP, INC.

     The increase in banker's  acceptances  interest income resulted from higher
average balances and yields.

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

     The increase in interest and  dividends on  investment  securities  held to
maturity  and  trading  securities   primarily  resulted  from  interest  income
associated  with  tax  certificates  and  mortgage-backed   securities  held  to
maturity.  The additional tax certificate  income resulted from expansion of the
Company's  tax  certificate  operations  outside  of the State of  Florida.  The
increased mortgage-backed  securities held to maturity average balances resulted
from purchases during the second quarter of 2000.

     The increase in deposit  expense  primarily  resulted  from higher rates on
deposits partially offset by lower time deposit average balances. The decline in
time deposit average balances  resulted from the maturity of brokered  deposits.
The increased  deposit average rates reflect the introduction of new transaction
and time deposit  products and a rising  interest  rate  environment  during the
latter half of 1999 and the first six months of 2000.  The new deposit  products
have higher interest rates than the Company's existing deposits. As a result the
average rates on interest-bearing  deposits increased from 4.09% during the 1999
quarter to 4.64% during the comparable 2000 period.  Two of the deposit products
were a one and two-year fixed rate callable  certificate of deposit. The Company
synthetically  altered  the  interest  rate  characteristics  of  these  deposit
accounts from fixed-rate borrowings to floating-rate borrowings with one and two
year interest rate swaps. The Company  originated  approximately $232 million of
these one and two year time  deposit  products  during  the first six  months of
2000.

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

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

     The increase in interest on subordinated  debentures,  guaranteed preferred
interest in the Company's  Junior  Subordinated  Debentures  and notes and bonds
payable  resulted  primarily from notes payable  acquired in connection with the
Levitt & Sons acquisition.  The Levitt Corporation average notes payable balance
during the 2000 period was $51 million with no corresponding  balance during the
1999 period. The reduction of interest expense associated with the retirement of
$25.0 million of the 5 5/8%  Convertible  Subordinated  Debentures was offset by
the  interest  expense  related to the issuance of $27.7  million of  investment
notes.

     Interest  expense of $1.8 million was  capitalized  during the three months
ended June 30, 2000 associated with Levitt  Corporation  real estate  operations
and investments  and advances to joint  ventures.  During the three months ended
June 30, 1999 $157,000 of interest  expense was  capitalized in connection  with
investments and advances to real estate joint ventures.

     The net interest  margin  declined to 2.95%  during 2000  compared to 3.22%
during 1999 as rate increases in liabilities  exceeded the increase in yields on
earning  assets.  Yields on earning assets  increased from 7.78% during the 1999
period to 8.04% during the 2000 period.  Likewise, the ratio of interest expense
income to interest earning assets increased from 4.56% during the 1999 period to
5.09% during the 2000 period.  The increased  earning asset yields and increased
ratio of interest  expense to interest  earning assets were primarily the result
of the rising interest rate environment.


                                      -22-

<PAGE>


BANKATLANTIC BANCORP, INC.


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

     Net interest  income  increased by 3%. Total interest  income  increased by
$17.4 million  while total  interest  expense  increased by $15.9  million.  The
change in net interest income primarily  resulted from the items discussed above
for the three  months  ended June 30,  2000  except for an  increase in interest
income on securities  available for sale.  The higher  securities  available for
sale interest income reflects higher average  balances and yields resulting from
the purchase of REMIC  securities  during 1999. The net interest margin declined
by 16 basis points.  Yields on earning  assets  increased  from 7.76% during the
1999 period to 7.99% during the 2000 period. Likewise, rates on interest bearing
liabilities increased from 4.59% during the 1999 period to 4.98% during the 2000
period.  The change in net interest  margin  primarily  resulted  from the items
discussed above for the three months ended June 30, 2000.

PROVISION FOR LOAN LOSSES

                                  For the Three Months     For the Six Months
                                     Ended June 30,          Ended June 30,
                                  --------------------    --------------------
                                    2000        1999        2000         1999
                                  --------    --------    --------    --------
Balance, beginning of period ..   $ 47,650    $ 37,350    $ 44,450    $ 37,950
Charge-offs:
  Commercial real estate loans           0         (53)          0        (211)
  Non-mortgage commercial .....          0         (61)        (24)        (61)
  Lease financing .............       (402)       (245)       (922)       (548)
  Small business - real estate         (67)        (75)        (85)        (85)
  Small business - non-mortgage     (2,964)     (2,738)     (6,095)     (4,831)
  Consumer loans - indirect ...     (1,025)     (2,322)     (4,394)     (5,618)
  Consumer loans - direct .....       (283)       (517)     (1,777)     (1,212)
  Residential  real estate ....       (241)        (44)       (341)       (103)
                                  --------    --------    --------    --------
                                    (4,982)     (6,055)    (13,638)    (12,669)
                                  --------    --------    --------    --------
Recoveries:
  Commercial real estate loans           0         198           2         198
  Residential real estate .....         96           0          97           0
  Lease financing .............        108          83         162         149
  Non-mortgage commercial .....         28          10          42         150
  Small business - non-mortgage        174          38         287          74
  Consumer loans - indirect ...        847         570       1,545         950
  Consumer loans - direct .....        196         237         383         465
                                  --------    --------    --------    --------
                                     1,449       1,136       2,518       1,986
                                  --------    --------    --------    --------
Net charge-offs ...............     (3,533)     (4,919)    (11,120)    (10,683)
Additions charged to operations      4,533       5,669      15,320      10,833
                                  --------    --------    --------    --------
Balance, end of period ........   $ 48,650    $ 38,100    $ 48,650    $ 38,100
                                  ========    ========    ========    ========

     The provision for loan losses  decreased during the three months ended June
30, 2000  compared to the same 1999 period due to a $1.4 million  decline in net
charge-offs primarily associated with the indirect loan portfolio.  The majority
of the Company's net charge-offs  were from the small business and indirect loan
portfolios.  The  aggregate  balances in these  portfolios  declined from $287.4
million at June 30, 1999 to $176.1 million at June 30, 2000. The increase in the
allowance  for loan  losses  during the  quarter  resulted  from a $1.3  million
specific reserve assigned to the indirect consumer loan portfolio.

     The provision for loan losses increased during the six months ended June 30
2000 compared to the same 1999 period primarily due to losses experienced in the
small business and consumer lending portfolios,  including an increase in direct



                                      -23-

<PAGE>


BANKATLANTIC BANCORP, INC.


consumer  loan second  mortgage  charge-offs.  The increase in the allowance for
loan losses for the six months ended June 30, 2000 resulted from small  business
and consumer  loan  charge-offs,  delinquency  trends and the  specific  reserve
mentioned above.

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

                                               June 30,  December 31,
                                                 2000      1999
                                               -------   -----------
   Nonaccrual:
     Tax certificates ....................     $ 3,364     $ 2,258
     Loans and leases ....................      27,651      42,741
                                               -------     -------
     Total nonaccrual ....................      31,015      44,999
                                               -------     -------
   Repossessed  Assets:
    Real estate owned, net of allowance ..       5,465       3,951
       Vehicles and equipment ............       1,179       1,253
                                               -------     -------
    Total repossessed assets .............       6,644       5,204
                                               -------     -------
   Contractually past due 90 days or more (1)      865         410
                                               -------     -------
        Total non performing assets ......     $38,524     $50,613
                                               =======     =======

   (1) The  majority of these loans in both  periods had matured
       but the borrowers  continued to make  payments  under the
       matured loan agreement.


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

     /bullet/     a $4.7 million decrease in consumer non-accrual loans,
     /bullet/     a $6.8 million decline in non-accrual residential loans
                  including a $3.0 million decline in non-accrual residential
                  loans purchased,
     /bullet/     a $2.1 million reduction in non-accrual small business loans,
     /bullet/     a $1.2 million decrease in non-accrual commercial loans, and
     /bullet/     a $232,000 decrease in non-accrual lease financing.

     The increase in non-accrual  tax  certificates  was primarily the result of
the increased size of the tax certificate portfolio.

     Non-accrual   and  repossessed   consumer  loans  decreased   significantly
resulting  from  more  aggressive   disposition,   repossession  and  collection
procedures.  Repossessed  equipment  associated with lease  financing  increased
$437,000 primarily as a result of portfolio growth.

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

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


                                      -24-

<PAGE>

BANKATLANTIC BANCORP, INC.

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

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

NON-INTEREST INCOME

<TABLE>
<CAPTION>
                                          For the Three Months Ended           For the Six Months Ended
                                                   June 30,                            June 30,
                                       --------------------------------    --------------------------------
(In thousands)                           2000        1999       Change       2000        1999       Change
                                       --------    --------    --------    --------    --------    --------
NON-INTEREST INCOME
BANK OPERATIONS
<S>                                   <C>         <C>         <C>         <C>         <C>         <C>
Loan late fees and other
  loan income ......................  $   1,069   $   1,359   $    (290)  $   2,107   $   2,489   $    (382)
  Gains on sales of loans
   held for sale, net of write-down        (367)        234        (601)       (289)        867      (1,156)
Gains on sales of property
  and equipment ....................         58       1,459      (1,401)        240       1,459      (1,219)
Trading account gains (losses) .....        (16)         15         (31)         22         (54)         76
  Gains on sales of securities
   available for sale ..............        218         839        (621)        230       1,418      (1,188)
Transaction accounts ...............      3,221       3,428        (207)      6,472       7,019        (547)
ATM fees ...........................      2,718       2,504         214       5,233       4,703         530
  Other ............................        961       1,079        (118)      1,726       2,128        (402)
                                       --------    --------    --------    --------    --------    --------
Non-interest income - banking
  operations .......................      7,862      10,917      (3,055)     15,741      20,029      (4,288)
                                       --------    --------    --------    --------    --------    --------
RBCO Operations
Principal transactions .............      4,043       1,704       2,339       9,001       4,704       4,297
Investment banking .................      3,032       1,223       1,809       5,039       4,340         699
Commissions ........................      5,429       3,331       2,098      11,664       6,007       5,657
Other ..............................        214         146          68         469         293         176
                                       --------    --------    --------    --------    --------    --------
Non-interest income - RBCO .........     12,718       6,404       6,314      26,173      15,344      10,829
                                       --------    --------    --------    --------    --------    --------
Levitt Operations
Gains on sales of real estate
  held for sale ....................      2,774       1,720       1,054       6,169       5,387         782
Equity in earnings of unconsolidated
  real estate joint ventures .......       (128)       (418)        290        (412)      1,310      (1,722)
Utility expansion receivable sale ..        363           0         363       4,265           0       4,265
Other ..............................        212          55         157         614          77         537
                                       --------    --------    --------    --------    --------    --------
Non-interest income - real estate
 operations ........................      3,221       1,357       1,864      10,636       6,774       3,862
                                       --------    --------    --------    --------    --------    --------
Total non-interest income ..........  $  23,801   $  18,678   $   5,123   $  52,550   $  42,147   $  10,403
                                       ========    ========    ========    ========    ========    ========
</TABLE>

NON-INTEREST INCOME - BANK OPERATIONS

     Loan late fees and other  loan  income  decreased  during the three and six
months  ended June 30,  2000  compared  to the same  periods  during  1999.  The
decrease  resulted from lower late fees on consumer and residential  loans and a
decline in renewal fee income on small business loans.

     During the three months ended June 30, 2000 the Company  securitized  $33.6
million  of  loans  held  for  sale and  sold  $25.9  million  of the  resulting
securities available for sale for a $312,000 gain. Additionally the Company sold
$49.9  million of  treasury  notes for a $18,000  gain and sold $2.3  million of
corporate  bonds for a $112,000 loss.  During the six months ended June 30, 2000
the Company sold $78.8 million of  securities  available for sale for a $230,000
gain  inclusive of a write-down of marketable  equity  securities  available for
sale of $781,000.  The write-down  was made due to a significant  decline in the
market value of the security.  The decline  was considered  other than temporary


                                      -25-
<PAGE>

BANKATLANTIC BANCORP, INC.


due to the  magnitude  and  length  of time  of the  decline  and the  financial
condition and the near term prospects for the issuer of the security.

     During the three and six months  ended June 30, 1999 the Company sold $78.2
million and $138.5  million of securities  available for sale for gains as shown
on the above table.

     During the three  months  ended June 30, 2000 the Company sold $9.1 million
of loans held for sale for a $247,000 gain, recognized a $86,000 decrease in the
valuation  allowance on residential loans held for sale, and recorded a $700,000
unrealized loss on a syndicated loan. The borrower on a $12.0 million syndicated
loan  received a going  concern  opinion  from its  independent  auditors'.  The
underwriter of the syndicate  offered to purchase the loan from the Company at a
discount.  On July 7, 2000,  the Company  completed the sale of the  syndication
loan to the syndicate underwriter realizing the $700,000 loss.

     During the six months ended June 30, 2000,  the Company sold $23.4  million
of loans held for sale for a $532,000  gain,  recognized a $121,000  increase in
the  valuation  allowance  on  residential  loans  held for sale and  recorded a
$700,000 unrealized loss on a syndication loan.

     During the three months ended June 30, 1999 the Company sold $23.9  million
and  $457,000  of loans  and  leases  held for sale for  gains of  $197,000  and
$37,000,  respectively.  During the six months  ended June 30,  1999 the Company
sold $80.7  million of loans held for sale and $1.4  million of leases for gains
of $753,000 and $114,000, respectively.

     During the three months ended June 30, 2000 the Company sold ATM  equipment
for a gain as shown on the above  table.  During the six  months  ended June 30,
2000, the Company sold a parcel of land for a $182,000 gain.

     During the three and six months  ended June 30,  1999,  two  branches  were
consolidated  and the vacated property was sold for a gain as shown on the above
table.

     During the three and six months ended June 30, 2000,  the Company  realized
gains  (losses) of $(16,000) and $22,000,  respectively  on  securities  trading
compared to realized  gains  (losses)  of $15,000 and  $(54,000),  respectively,
during the same 1999  periods.  Trading  activities  consisted  of  options  and
futures on government securities and Eurodollar time deposits.

     The Company  experienced a decline in all transaction fee income categories
during the three and six months ended June 30, 2000 compared to the same periods
in 1999.  The  reduction  in  transaction  fee income  primarily  resulted  from
declines in transaction  accounts  associated  with small business loans and the
Company's  increased  monitoring of deposit account activity in order to prevent
check kiting and check fraud activities.

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

     The decline in other income  during the three and six months ended June 30,
2000 was due to lower  commissions  earned from  teller  check  outsourcing  and
deposit customer services such as teller check fees and account research fees.

NON-INTEREST INCOME - RBCO OPERATIONS

     The increased principal  transaction income during the three and six months
ended June 30,  2000  compared to the same 1999 period  resulted  from  improved
equity  trading  results.  During the 1999  quarter RBCO  principal  transaction
revenues were adversely  affected by unfavorable market conditions and a lack of
retail  and  institutional  interest  in small  and mid size  financial  service
companies as well as losses  associated with RBCO's trading  activities.  During
2000,  market  conditions  were  favorable  and RBCO  experienced  trading gains
associated  with general  market  research  stocks and its new  wholesale  fixed
income trading desk.





                                      -26-

<PAGE>

BANKATLANTIC BANCORP, INC.


     The increase in investment banking revenues during the three and six months
ended June 30, 2000  compared to the same 1999 period  resulted  from  increased
merger and acquisition  consulting fees as well as investment  banking  revenues
from the middle markets group which began operations in April 1999.

     The  significant  increase in  commission  income  during the three and six
months ended June 30, 2000  compared to the same 1999 period was  attributed  to
growth in RBCO's retail and institutional clients. The growth reflects fees from
the brokerage operations  conducted in various BankAtlantic  branches and income
from the Southeast Research Group which was acquired by RBCO in June 1999.

     The  increased  other income during the three and six months ended June 30,
2000 compared to the same 1999 period  resulted from increased  transaction  fee
income and an unrealized gain in a hedge fund investment.

NON-INTEREST INCOME - LEVITT OPERATIONS

     During  the three and six  months  ended  June 30,  2000  SLWHC  land sales
resulted in gains of $701,000  and $1.9  million,  respectively,  while Levitt &
Sons  sales  of real  estate  resulted  in net  gains of $2.1  million  and $4.3
million, respectively.

     During  the three and six  months  ended  June 30,  1999  SLWHC  land sales
resulted in gains of $1.7 million and $5.4 million, respectively.

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

     Levitt  Corporation's equity in earnings from joint ventures was a $128,000
and $412,000  loss during the three and six months ended June 30, 2000  compared
to a loss of $418,000  during the three months ended June 30, 1999 and a gain of
$1.3 million during the six months ended June 30, 1999. During the first quarter
of 1999,  one of the real estate  joint  ventures  consummated  a land sale to a
third party developer resulting in the recognition of a $1.7 million gain.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                      -27-

<PAGE>



BANKATLANTIC BANCORP, INC.


NON-INTEREST EXPENSE

<TABLE>
<CAPTION>
                                          For the Three Month Ended         For the Six Months Ended
                                                  June 30,                           June 30,
                                       -------------------------------   -------------------------------
(In thousands)                           2000       1999       Change      2000       1999       Change
                                       --------   --------    --------   --------   --------    --------
NON-INTEREST EXPENSE BANK OPERATIONS
<S>                                    <C>        <C>         <C>        <C>        <C>         <C>
Employee compensation and benefits .   $ 11,120   $  9,034    $  2,086   $ 22,005   $ 18,675    $  3,330
Occupancy and equipment ............      5,638      5,400         238     11,239     10,589         650
Foreclosed asset activity, net .....        124     (1,355)      1,479        275     (1,265)      1,540
Advertising and promotion ..........      1,452        473         979      2,033        799       1,234
Amortization of cost over fair value
  of net assets acquired ...........        709        709           0      1,417      1,421          (4)
Other ..............................      5,210      4,174       1,036     10,261      9,929         332
                                       --------   --------    --------   --------   --------    --------
 Non-interest expense ..............     24,253     18,435       5,818     47,230     40,148       7,082
                                       --------   --------    --------   --------   --------    --------
RBCO OPERATIONS
Employee compensation and benefits .      8,732      6,481       2,251     18,576     12,931       5,645
Occupancy and equipment ............        809        601         208      1,708      1,086         622
Advertising and promotion ..........        383        261         122        655        509         146
Amortization of cost over fair value
  of net assets acquired ...........        315        277          38        623        548          75
Other ..............................      2,753      2,006         747      5,938      3,982       1,956
                                          -----      -----         ---      -----      -----       -----
Non-interest expenses ..............     12,992      9,626       3,366     27,500     19,056       8,444
                                       --------   --------    --------   --------   --------    --------
REAL ESTATE OPERATIONS
Employee compensation and benefits .      1,316        236       1,080      2,641        388       2,253
Advertising and promotion ..........        835        203         632      1,448        385       1,063
Selling, general and administrative       2,097      1,164         933      4,575      1,982       2,593
                                          -----      -----         ---      -----      -----       -----
                                          4,248      1,603       2,645      8,664      2,755       5,909
                                       --------   --------    --------   --------   --------    --------
Total non-interest expense .........   $ 41,493   $ 29,664    $ 11,829   $ 83,394   $ 61,959    $ 21,435
                                       ========   ========    ========   ========   ========    ========
</TABLE>

NON-INTEREST EXPENSE - BANK OPERATIONS

     The significant  increase in compensation  expense during the three and six
months ended June 30, 2000  primarily  resulted from the hiring of personnel for
several lines of business,  including personnel for internet banking, as well as
annual salary and benefit increases and recruiting expenses.  Due to competitive
local labor market conditions,  the Company substantially increased its employee
health insurance and 401(k) retirement  benefits.  Additionally,  increased loan
and deposit growth  resulted in  significant  increases in bonuses and incentive
compensation.

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

     Higher  advertising and promotion expense related to promotions  associated
with  BankAtlantic's  new deposit and loan products that were introduced  during
the first  quarter of 2000 and  advertising  and  promotional  costs  during the
second quarter associated with the internet banking.

     The foreclosed asset activity,  net,  included a $1.3 million gain from the
sale of one parcel of  previously  foreclosed  commercial  real estate  property
during the three months ended June 30, 1999.


                                      -28-

<PAGE>

BANKATLANTIC BANCORP, INC.



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

     /bullet/   higher consulting fees primarily associated with internet
                banking,
     /bullet/   increased provision for tax certificates attributed to the
                growth in the portfolio and
     /bullet/   additional operating expenses such as postage, telephone
                and general corporate expenses associated with deposit and
                loan growth.

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

RBCO NON-INTEREST EXPENSE

     All categories of non-interest  expense  increased during the three and six
months ended June 30, 2000 compared to the same 1999 periods.  Compensation  and
benefits   accounted  for  the  majority  of  the  increase.   The  increase  in
compensation and benefits  resulted form higher commission  expenses  associated
with the higher  commission  revenues referred to above and increases in salary,
bonus,  payroll taxes,  profit sharing and insurance  expenses  associated  with
nearly 50  additional  employees.  RBCO during 1999  significantly  expanded its
business activities including the diversification into the healthcare,  consumer
and technology industries,  the expansion of investment banking activities,  the
expansion of retail operations into BankAtlantic branches and the acquisition of
the Southeast Research Group.

     The increases in occupancy  and  equipment  during the three and six months
ended June 30, 2000  compared to the same  periods in 1999  reflects  additional
rent and  depreciation  expenses  associated  with  the  expansion  of  business
activities indicated above.

     The higher  amortization of cost over fair value of net assets acquired was
attributable to the June 28, 1999 acquisition of the Southeast Research Group.

     The increase in other expense resulted from additional telephone, quotation
and postage expenses associated with the expanded business activities as well as
a significant  increase in floor  brokerage and clearing fees  associated with a
81% increase in the number of trades.

REAL ESTATE OPERATIONS NON-INTEREST EXPENSE

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

     Included in other  expenses in the  Company's  Consolidated  Statements  of
Operations  during the three and six months ended June 30, 2000 was $155,000 and
$305,000,  respectively,  of  consulting  fees  paid to the Abdo  Companies,  an
affiliate  of the  Company.  John Abdo,  the Vice  Chairman  and Director of the
Company is the  President  and Chief  Executive  Officer of the Abdo  Companies.
During the three and six months  ended June 30, 1999  $150,000  and  $300,000 of
consulting  fees  were paid to the Abdo  Companies.  Additionally,  $20,000  and
$40,000,   respectively,   of  management   fees  were  paid  to  BFC  Financial
Corporation,  an affiliate of the Company, during the three and six months ended
June 30, 2000. BFC Financial Corporation provides administrative and real estate
advisory  services to the Levitt  Corporation.  BFC Financial  Corporation  pays
BankAtlantic a $9,000 quarterly  administration  fee and rents office space from
BankAtlantic for a monthly rent payment of $2,227.


                                      -29-

<PAGE>

BANKATLANTIC BANCORP, INC.

 SEGMENT REPORTING

     The table below provides segment information for continuing operations:

                                    For the Three Months     For the Six Months
                                       Ended June 30,          Ended June 30,
                                    --------------------   ---------------------
Net contribution after income
 taxes                                2000       1999        2000        1999
                                    --------   --------    --------    --------
Bank investment operations -
  wholesale residential .........   $  3,068   $  2,683    $  5,248    $  4,609
Bank investment operations
  - other .......................        427      2,661       1,012       3,692
Bank loan operations - retail
  products ......................     (1,677)    (1,167)     (6,330)     (1,767)
Bank loan operations - commercial
  products ......................      3,447      6,246       8,104      10,106
Real estate operations ..........       (237)       303       1,180       2,561
Investment banking operations ...        (25)    (2,097)       (530)     (2,401)
                                    --------   --------    --------    --------
Net contributions ...............   $  5,003   $  8,629    $  8,684    $ 16,800
                                    ========   ========    ========    ========

     BANK INVESTMENT OPERATIONS

     Segment  net  contribution  from bank  investment  operations  -  wholesale
residential  increased  during  the three and six  months  ended  June 30,  2000
compared to the same 1999 period  primarily  from an increase in earning  assets
and higher  average  yields.  The  additional  earning  assets  represent  loans
purchased  during  the  period  and  the  improvement  in  yield  reflects  rate
adjustments  on  adjustable  rate  loans.  The  additional  overhead  allocation
reflects the increase in segment assets and higher bankwide allocated overhead.

     Segment net contribution  from bank investment  operations - other declined
during the three and six months  ended June 30,  2000  compared to the same 1999
period due to lower gains on the sale of loans and securities available for sale
as well as a writedown of a marketable equity security. The increase in interest
income  during the six  months  ended June 30,  2000  compared  to the same 1999
period resulted from increased earning assets relating primarily to the purchase
of  securities  during the period.  The higher  interest  expense  and  overhead
resulted  from an  increase  in  allocated  overhead  reflecting  a  significant
increase in non-interest  expenses as well as higher bankwide  interest  expense
primarily due to deposit and other borrowing rate increases.

     BANK LOAN OPERATIONS

     Segment net contribution from bank loan operations - retail declined during
the three  months  ended June 30,  2000 due to a  decrease  in  interest  income
attributed to lower earning asset  balances.  The decline in portfolio  balances
reflects lower  fundings of small  business loans and the Company's  decision to
cease the  origination  of indirect  consumer  loans during 1998.  Additionally,
non-interest income declined reflecting lower small business renewal fee income.
The above  decreases in segment net  contribution  were  partially  offset by an
improved   provision  for  loan  losses  due  to  a  decline  in  indirect  loan
charge-offs.  Segment net contribution during the six months ended June 30, 2000
compared to the same 1999 period  decreased due to the items discussed above and
an increase in the provision for loan losses. The additional  provision for loan
losses during 2000 was the result of increased  small business  charge-offs  and
delinquency trends.

     Segment net  contribution  from bank loan operations - commercial  declined
during the three and six months ended June 30, 2000 compared to the same periods
during 1999 due to a significant  increase in the  provision for loan losses,  a
$700,000 unrealized loss associated with a syndicated loan, and higher allocated
overhead.  The  provision  for loan losses  increase  resulted  from higher loan
balances and increased classified assets in the syndicated loan portfolio.

     REAL ESTATE OPERATIONS

     Segment net contribution  from real estate  operations during the three and
six months ended June 30, 2000 compared to the same 1999 period decreased due to
a decline in earnings  from joint  venture  operations,  a loss in Levitt & Sons
operations and higher overhead allocations. The above net contribution  declines

                                      -30-

<PAGE>

BANKATLANTIC BANCORP, INC.


were partially offset by the sale of by SLWHC of a utility expansion  receivable
and a reduction in the deferred tax asset  valuation  allowance.  The additional
overhead allocation reflects a significant  increase in intercompany  borrowings
during 2000 compared to 1999.

     INVESTMENT BANKING OPERATIONS

     Segment net  contribution  from investment  banking  operations  during the
three and six  months  ended  June 30,  2000  compared  to the same 1999  period
improved resulting from a significant increase in commission, investment banking
and trading revenues, partially offset by higher compensation, communication and
occupancy  expenses.   The  increased   compensation   expense  reflects  higher
commission   expense  associated  with  the  commission   revenue.   The  higher
communication  and  occupancy  expenses  resulted  from  the  expansion  of RBCO
operations and the acquisition of the Southeast Research Group.


 FINANCIAL CONDITION

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

     /bullet/   loans held for sale balances due to the transfer of a $12.0
                million syndicated loan from loans held to maturity to loans
                held for sale,
     /bullet/   tax certificates and other securities held to maturity due
                to purchases of mortgage-backed securities held to maturity
                and the funding of tax certificate acquisitions,
     /bullet/   real estate held for development and sale and joint ventures
                due to the funding of loan commitments to real estate joint
                ventures,
     /bullet/   loans receivable reflecting the origination and purchase of
                commercial real estate loans, and
     /bullet/   accrued interest receivable reflecting the caused by growth
                in earnings assets.

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

     /bullet/   securities available for sale resulting from principal
                pay-downs and sales of mortgage-backed securities and
                REMICs,
     /bullet/   trading securities related to RBCO operations,
     /bullet/   FHLB stock reflecting sales during the period,
     /bullet/   other assets  reflecting lower balances in broker-dealer
                receivable, dealer reserve and prepaid expenses, and
     /bullet/   deferred tax asset, net attributed to a decline in
                unrealized depreciation on securities available for sale.

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

     /bullet/   deposit balances reflecting the introduction of new deposit
                products,
     /bullet/   securities  sold under  agreements to repurchase used to
                fund growth in loans receivable and other securities held
                to maturity and to pay-down FHLB advances, and
     /bullet/   other liabilities resulting from tax certificate purchases
                and increased teller check balances.

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

     /bullet/   FHLB advances, and
     /bullet/   subordinated debentures, notes and bond payable.

     The repurchase of $25 million of 5 5/8% convertible subordinated debentures
was offset by the issuance of $27.7 million of investment notes.


                                      -31-

<PAGE>

BANKATLANTIC BANCORP, INC.


MARKET RISK

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

EQUITY PRICE RISK

     The Company  maintains a portfolio of trading and available for sale equity
securities  which subjects the Company to equity  pricing  risks.  The change in
fair values of equity securities represents  instantaneous changes in all equity
prices segregated by trading  securities,  securities sold not yet purchased and
available for sale  securities.  The following are  hypothetical  changes in the
fair value of the  Company's  securities  sold not yet  purchased,  trading  and
available for sale  securities  at June 30, 2000 based on percentage  changes in
fair value.  Actual future price  appreciation or depreciation  may be different
from the changes identified in the table below.


                                Available
                                for Sale       Securities
 Percent        Trading          Equity         Sold Not          Total
Change in      Securities      Securities         Yet          Appreciation
Fair Value     Fair Value      Fair Value      Purchased      (Depreciation)
----------    ------------    ------------    ------------    --------------
    20 %       $   20,155      $   31,622      $    460         $    8,706
    10 %       $   18,476      $   28,987      $    421         $    4,353
     - %       $   16,796      $   26,352      $    383         $        0
   (10)%       $   15,116      $   23,717      $    345         $   (4,353)
   (20)%       $   13,437      $   21,082      $    306         $   (8,706)


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

INTEREST RATE RISK

     The majority of the Company's assets and liabilities are monetary in nature
subjecting  the Company to  significant  interest  rate risk.  During 1998,  the
Company began trading government  securities which are generally bought and sold
on the same  day.  During  the  second  quarter  of 1999 the  Company's  trading
activities were expanded  beyond trading in government  securities to trading in
options and futures on Eurodollar  time  deposits  which expire in six months or
less.  Eurodollar time deposits are indexed to the LIBOR.  During the six months
ended June 30, 2000 the Company has entered into interest rate swap contracts to
change fixed rate time deposits to floating rate borrowings.

     The Company has  developed a model using  vendor  software to quantify  its
interest rate risk. A sensitivity analysis was performed measuring the Company's
potential  gains and  losses in net  portfolio  fair  values  of  interest  rate
sensitive  instruments  at June 30,  2000  resulting  from a change in  interest
rates.  Interest  rate  sensitive  instruments  included  in the model  were the
Company's:

     /bullet/    loan portfolio,
     /bullet/    debt securities available for sale,
     /bullet/    investment securities,
     /bullet/    FHLB stock,
     /bullet/    Federal Funds sold,
     /bullet/    government securities,


                                      -32-

<PAGE>

BANKATLANTIC BANCORP, INC.


     /bullet/    Eurodollar time deposit options and futures
     /bullet/    deposits, including brokered deposits and public funds,
     /bullet/    advances from FHLB,
     /bullet/    securities sold under agreements to repurchase,
     /bullet/    Federal Funds purchased,
     /bullet/    Notes and Bonds payable
     /bullet/    Subordinated Debentures and investment notes,
     /bullet/    Trust Preferred Securities,
     /bullet/    Interest rate swaps, and
     /bullet/    Off-balance sheet loan commitments.

     The Company had fixed rate loan  commitments  aggregating  $40.1 million at
June 30, 2000.

     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 June 30, 2000,

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

        (iii)  the difference  between the fair value calculated in (i) and (ii)
               is the potential gain or loss in net portfolio fair values.

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

     Presented below is an analysis of the Company's  interest rate risk at June
30, 2000 as calculated utilizing the Company's model. The table measures changes
in net portfolio value for  instantaneous and parallel shifts in the yield curve
in 100 basis point increments up or down.

                        Net Portfolio
        Changes             Value               Dollar
        in Rate             Amount              Change
     -------------     ----------------     --------------
                         In thousands
        +200 bp         $    133,991         $  (101,641)
        +100 bp         $    188,910         $   (46,722)
          0 bp          $    235,632         $         0
       (100) bp         $    280,058         $    44,426
       (200) bp         $    272,897         $    37,265

     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:

     /bullet/    loan prepayment rates,
     /bullet/    deposit decay rates,
     /bullet/    market values of certain assets under the representative
                 interest rate scenarios, and
     /bullet/    repricing of certain deposits and borrowings.

     It was also assumed that delinquency  rates would not change as a result of
changes in interest  rates although there can be no assurance that this would be
the case. Even if interest rates change in the designated increments,  there can
be no assurance that the Company's assets  and liabilities  would be impacted as


                                      -33-

<PAGE>

BANKATLANTIC BANCORP, INC.


indicated in the table above.  In addition,  a change in U.S.  Treasury rates in
the designated amounts,  accompanied by a change in the shape of the yield curve
could cause  significantly  different  changes to the fair values than indicated
above.  Furthermore,  the result of the  calculations in the preceding table are
subject to significant  deviations  based upon actual future  events,  including
anticipatory and reactive measures which the Company may take in the future.


LIQUIDITY AND CAPITAL RESOURCES

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

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

     The Company's  commitments to originate  loans at June 30, 2000 were $155.9
million compared to $150.0 million at June 30, 1999.  Additionally,  the Company
had commitments to purchase $931,000 of  mortgage-backed  securities at June 30,
2000  compared  to zero  during the same 1999  period.  At June 30,  2000,  loan
commitments were 5.61% of net loans receivable.

     Leasing  Technology  Inc.  ("LTI") is  obligated  on leases  sold with full
recourse by LTI to investors prior to the Company's acquisition. Under the terms
of such agreements, LTI is subject to recourse for 100% of the remaining balance
of the lease  receivable  sold upon a default by the lessees.  At June 30, 2000,
the  amount  of  lease  payments   subject  to  such  recourse   provisions  was
approximately $1.6 million and a $62,000 estimated liability on leases sold with
recourse  is  included  in  other  liabilities  in the  Company's  Statement  of
Financial Condition.

     On August 17, 2000,  the Company's  Class A and Class B  shareholders  will
consider  and vote on a  transaction  which would result in the  redemption  and
retirement of all publicly held outstanding  shares of Class B common stock at a
price of $6.00 per share payable in cash.  Based on the number of Class B common
shares  outstanding  at June 30, 2000 and  assuming 25% of  outstanding  Class B
stock  options  are  exercised  prior  to the  effective  date of the  corporate
transaction,  approximately  $32 million in cash will be required to  consummate
the  corporate  transaction.  The Class B common  stock  represents  100% of the
voting  rights of the Company.  BFC  Financial  Corporation  and its  affiliates
currently  beneficially  own in excess of 50% of BankAtlantic  Bancorp's Class B
common stock.  As a result of the  transaction  which is structured as a merger,
BFC Financial  Corporation would be the sole holder of the Class B common stock.
The Company's  Class A common stock will be unaffected  by the  transaction  and
will remain  outstanding.  Outstanding  options to purchase Class A common stock
will remain exercisable for the same number of shares of Class A common stock of
the Company as the surviving  corporation  for the same exercise  price and upon
the same terms as in effect before the merger.  Likewise,  the Company's  6-3/4%
Convertible Subordinated Debentures due 2006 and 5-5/8% Convertible Subordinated
Debentures  due 2007 will remain  convertible  into the same number of shares of
Class A common  stock of the Company as the  surviving  corporation  at the same
conversion  price and upon the same terms as in effect  before the  merger.  All
outstanding  options  to acquire  Class B common  stock  will  automatically  be
exchanged for options to acquire Class A common stock on a basis which preserves
the  intrinsic  value  of the  option  on the  effective  date of the  corporate
transaction.  The options will otherwise be on substantially  the same terms and
conditions  as the former  options to purchase  shares of Class B common  stock,
including  vesting  and term.  The  Company  intends  to  finance  the  proposed
transaction  through  the  issuance of  investment  notes and from a $20 million
revolving  line of credit with a floating  interest rate equal to the prime rate
minus 50 basis  points  with a  maturity  date of three  years  from the date of
issuance. The proposed transaction is subject to approval of the Company's Class
A and Class B shareholders,  receipt of all required regulatory  approvals,  and
obtaining financing for the transaction.


                                      -34-

<PAGE>

BANKATLANTIC BANCORP, INC.

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

     In January 2000, the Company began an offering of up to $150 million of its
subordinated  investment notes. The Company currently  anticipates that only $75
million of investment  notes will be  outstanding at any time. No minimum amount
of  investment  notes must be sold and the Company may terminate the offering at
any time. The interest rate and maturity date are fixed upon  issuance.  At June
30, 2000 the  Company had issued an  aggregate  of $27.7  million of  investment
notes with  interest  rates  between 10% and 11.75% and maturity  dates  between
February 2002 and June 2002. The Company used a portion of the proceeds to pay a
portion of the purchase price for the debentures tendered pursuant to the tender
offer  described  above and intends to use the proceeds to fund a portion of the
consideration payable in the proposed merger and for general corporate purposes.
The Company may elect at any time prior to maturity to automatically  extend the
maturity date of the investment notes for an additional one year. The investment
notes are subordinated to all existing and future senior indebtedness.

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

     On July 14, 1999, the Company's Board of Directors  approved the repurchase
on the open market of up to 3.5 million  shares of the  Company's  common stock.
The Board authorized the repurchase of common stock on a  "time-to-time"  basis,
depending  upon market  conditions  and subject to  compliance  with  applicable
securities  laws.  Pursuant to the above  repurchase  plan the Company paid $3.9
million to repurchase  and retire  651,000 shares of Class B common stock during
the six months ended June 30, 2000.

     During the six months ended June 30, 2000 the Company entered into interest
rate swap contracts with various primary brokers in an aggregate notional amount
of $240  million,  of which $150 million  terminates  two years from the date of
issuance  and $90 million  terminates  one year from the date of  issuance.  The
interest  rate swap  contracts  obligate  the Company to pay the one month LIBOR
index and the Company  receives  an average  fixed rate of interest of 7.08% for
the two year interest rate swaps and 6.88% for the one year interest rate swaps.
The interest rate swap  contracts  were executed to convert the Company's  fixed
rate callable time deposits to a one-month LIBOR interest rate.

     The Company continuously evaluates its business units for profitability and
overall  efficiency.  The Company  concluded  that the profit  margins earned on
syndicated lending did not meet the Company's strategic objectives. As a result,
the  Company  made a  determination  to  discontinue  the its  participation  in
syndicated lending.

                                      -35-
<PAGE>

BANKATLANTIC BANCORP, INC.



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


                                                   Adequately         Well
                             Actual                Capitalized    Capitalized
                             Amount       Ratio       Ratio          Ratio
                            --------      ------   -----------    -----------
(In thousands)
AT JUNE 30, 2000:
Total risk-based capital    $356,302      12.24%       8.00%         10.00%
Tier I risk-based capital   $319,765      10.98%       4.00%          6.00%
Tangible capital ........   $319,765       7.47%       1.50%          1.50%
Core capital ............   $319,765       7.47%       4.00%          5.00%

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


     Savings  institutions  are also  subject to the  provisions  of the Federal
Deposit Insurance  Corporation  Improvement Act of 1991 ("FDICIA").  Regulations
implementing the prompt  corrective  action provisions of FDICIA define specific
capital  categories based on FDICIA's defined capital ratios,  as discussed more
fully in the Company's Annual Report on Form 10K for the year ended December 31,
1999.

     The Company's wholly owned subsidiary,  RBCO, is subject to the net capital
provisions  of the  Securities  Exchange Act of 1934.  At June 30, 2000,  RBCO's
regulatory net capital was  approximately  $7.9 million,  which exceeded minimum
net capital rule requirements by $6.9 million.

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









                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                      -36-

<PAGE>



BANKATLANTIC BANCORP, INC.




PART II - OTHER INFORMATION

         Exhibits and Report on Form 8-K


(a)      Exhibits
         Exhibit 11     Statement re Computation of Per Share Earnings

(b)      Reports on Form 8k
         None









                                      -37-

<PAGE>



BANKATLANTIC BANCORP, INC.



                                   SIGNATURES


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



                                         BANKATLANTIC BANCORP, INC.



Date:    August 14, 2000                 By:  /s/Alan B. Levan
         ---------------                      ------------------------
                                              Alan B. Levan
                                              Chief Executive Officer/
                                              Chairman/President


Date:    August 14, 2000                 By:  /s/James A. White
         ---------------                      ------------------------
                                              James A. White
                                              Executive Vice President,
                                              Chief Financial Officer


























<PAGE>

BANKATLANTIC BANCORP, INC.
                                                                     EXHIBIT 11
EARNINGS PER SHARE

     The following  reconciles the numerators and  denominators of the basic and
diluted earnings per share.

<TABLE>
<CAPTION>
                                                   For the Three Months                         For the Three Months
                                                   Ended June 30, 2000                           Ended June 30, 1999
(In thousands, except share data         ----------------------------------------   ----------------------------------------
 and percentages)                          Class A       Class B         Total         Class A      Class B         Total
                                         ------------  ------------   -----------   ------------  -----------    -----------
BASIC NUMERATOR
<S>                                      <C>           <C>            <C>           <C>           <C>            <C>
Actual dividends declared ............   $     1,599   $       450    $     2,049   $       713   $       259    $       972
Basic allocation of undistributed
 earnings from continuing operations .         2,305           649          2,954         5,845         1,812          7,657
                                         -----------   -----------    -----------   -----------   -----------    ----------
Income from continuing operations ....         3,904         1,099          5,003         6,558         2,071          8,629
Income from discontinued operations ..           202            57            259           611           190            801
                                         -----------   -----------    -----------   -----------   -----------    -----------
Net income ...........................   $     4,106   $     1,156    $     5,262   $     7,169   $     2,261    $     9,430
                                         ===========   ===========    ===========   ===========   ===========    ===========
BASIC DENOMINATOR
Weighted average shares outstanding ..    31,546,061     9,774,193                   30,385,075    10,363,216
                                         ===========   ===========                  ===========   ===========
Allocation percentage ................         78.02%        21.98%                       76.33%        23.67%
                                         ===========   ===========                  ===========   ===========
Basic earnings per share .............   $      0.13   $      0.12                  $      0.24   $      0.22
                                         ===========   ===========                  ===========   ===========
DILUTED NUMERATOR
Actual dividends declared ............   $     1,599   $       450    $     2,049   $       713   $       259    $       972
                                         -----------   -----------    -----------   -----------   -----------    -----------
Basic allocation of undistributed
  earnings from continuing operations          3,904         1,099          5,003         6,558         2,071          8,629
                                         -----------   -----------    -----------   -----------   -----------    -----------
Reallocation of basic undistributed
  earnings due to change in allocation
  percentage .........................           162          (162)             0           498          (498)             0
                                         -----------   -----------   ------------    ----------   -----------    -----------
Diluted allocated undistributed
 earnings from continuing operations .         4,066           937          5,003         7,056         1,573          8,629
                                         -----------   -----------   ------------    ----------   -----------    -----------
Interest expense on convertible debt .         1,045           207          1,252         1,225           255          1,480
                                         -----------   -----------   ------------    ----------   -----------    -----------
Dilutive net income from continuing
 operations ..........................         5,111         1,144          6,255         8,281         1,828         10,109
Dilutive net income from discontinued
 operations ..........................           216            43            259           663           138            801
                                         -----------   -----------   ------------    ----------   -----------    -----------
Net income ...........................   $     5,327   $     1,187    $     6,514   $     8,944   $     1,966    $    10,910
                                         ===========   ===========   ============    ==========   ===========    ===========
DILUTED DENOMINATOR
Basic weighted average shares
  outstanding ........................    31,546,061     9,774,193                   30,385,075    10,363,216
Convertible debentures ...............    15,640,702             0                   17,873,324             0
Options ..............................         7,389       496,532                      322,389       711,422
                                         -----------   -----------                  -----------   -----------
Diluted weighted average shares
 outstanding .........................    47,194,152    10,270,725                   48,580,788    11,074,638
                                         ===========   ===========                  ===========   ===========
Allocation percentage ................         83.48%        16.52%                       82.83%        17.17%
                                         ===========   ===========                  ===========   ===========
Diluted earnings per share ...........   $      0.11   $      0.12                  $      0.18   $      0.18
                                         ===========   ===========                  ===========   ===========
</TABLE>



<PAGE>

BANKATLANTIC BANCORP, INC.

<TABLE>
<CAPTION>
                                                    For the Six Months                       For the Six Months
                                                    Ended June 30, 2000                      Ended June 30, 1999
(In thousands, except share data          --------------------------------------   ----------------------------------------
       and percentages)                     Class A       Class B       Total        Class A        Class B        Total
                                          -----------   ----------   -----------   -----------    -----------   -----------
BASIC NUMERATOR
<S>                                       <C>           <C>           <C>          <C>            <C>           <C>
Actual dividends declared .............   $     1,599   $       450   $    2,049   $     1,423    $       518   $     1,941
Basic allocation of undistributed
 earnings from continuing operations ..         5,160         1,475        6,635        11,356          3,503        14,859
                                          -----------   ----------   ----------   -----------     -----------   -----------
Income from continuing operations .....         6,759         1,925        8,684        12,779          4,021        16,800
Income from discontinued operations ...           202            57          259           613            188           801
Extraordinary item ....................         2,694           772        3,466             0              0             0
                                          -----------   -----------   ----------   -----------    -----------   -----------
Net income ............................   $     9,655   $     2,754   $   12,409   $    13,392    $     4,209        17,601
                                          ===========   ===========   ==========   ===========    ===========   ===========
BASIC DENOMINATOR
Weighted average shares outstanding ...    31,522,835     9,916,221                 30,540,788     10,361,476
                                          ===========   ===========                ===========    ============
Allocation percentage .................         77.76%        24.24%                     76.43%         23.57%
                                          ===========   ===========                ===========    ===========
Basic earnings per share ..............   $      0.31   $      0.28                $      0.44    $      0.41
                                          ===========   ===========                ===========    ===========
Diluted Numerator
Actual dividends declared .............   $     1,599   $       450   $    2,049   $     1,423    $       518   $     1,941
                                          -----------   -----------   ----------   -----------    -----------   -----------
Basic allocation of undistributed
  earnings from continuing operations .         6,759         1,925        8,684        12,779          4,021        16,800
                                          -----------   -----------   ----------   -----------    -----------   -----------
Reallocation of basic undistributed
  earnings due to change in allocation
  percentage ..........................           395          (395)           0           958           (958)            0
                                          -----------   -----------   ----------   -----------    -----------   -----------
Diluted allocated undistributed
 earningsfrom continuing operations ...         7,154         1,530        8,684        13,737          3,063        16,800
                                          -----------   -----------   ----------   -----------    -----------   -----------
Interest expense on convertible debt ..         2,216           438        2,654         2,462            509         2,971
                                          -----------   -----------   ----------   -----------    -----------   -----------
Dilutive income from continuing
 operations ...........................         9,370         1,968       11,338        16,199          3,572         19,771
Dilutive income from discontinued
 operations ...........................           217            42          259           664            137            801
Dilutive income from extraordinary item         2,894           572        3,466             0              0
                                          -----------   -----------   ----------   -----------    -----------    -----------
Net income ............................   $    12,481   $     2,582   $   15,063   $    16,863    $     3,709    $    20,572
                                          ===========   ===========   ==========   ===========    ===========    ===========
DILUTED DENOMINATOR
Basic weighted average shares
  outstanding .........................    31,522,835     9,916,211                 30,540,788     10,361,476
Convertible debentures ................    16,361,092             0                 17,873,324              0
Options ...............................        10,187       496,532                    346,279        723,294
                                          -----------   -----------                -----------    -----------
Diluted weighted average shares
 outstanding ..........................    47,894,114    10,412,743                 48,760,391     11,084,770
                                          ===========   ===========                ===========    ===========
Allocation percentage .................         83.50%        16.50%                     82.87%         17.13%
                                          ===========   ===========                ===========    ===========
Diluted earnings per share ............   $      0.26   $      0.25                $      0.35    $      0.33
                                          ===========   ===========                ===========    ===========
</TABLE>