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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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

For the quarterly period ended September 30, 2003

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act)

YES  [X]   NO  [   ]


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

|                                                |  |                  |            | 
|----------------------------------------------- |  | ---------------- | ---------- | 
|                                                |  | Outstanding at  
|Title of Each Class                             |  | November 4, 2003
|                                                |  |                 
|Class A Common Stock, par value $0.01 per share |  |                  | 54,109,777 | 
|Class B Common Stock, par value $0.01 per share |  |                  | 4,876,124  | 



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TABLE OF CONTENTS



|                                                  |                                                                                       |                                                                          |  |  |  |  |  | 
|------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ |  |  |  |  |  | 
|                                                  |                                                                                       | CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION                          
|                                                  |                                                                                       | CONSOLIDATED STATEMENTS OF OPERATIONS                                   
|                                                  |                                                                                       | CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
|                                                  |                                                                                       | CONSOLIDATED STATEMENTS OF CASH FLOWS                                   
|                                                  |                                                                                       | CONSOLIDATED STATEMENTS OF CASH FLOWS                                   
|                                                  |                                                                                       | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                              
|                                                  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                  | Item 3. Quantitative and Qualitative Disclosures about Market Risk                   
|                                                  | Item 4. Controls and Procedures                                                      
|PART II  OTHER INFORMATION                      
|                                                  | Item 2. Changes in Securities and Use of Proceeds                                    
|                                                  | Item 6. Exhibits and Reports on Form 8-K                                             
|Signatures                                       
|EX-3 Amended and Restated By-Laws                
|EX-10.1 Amendments to Stock Plan                 
|EX-11 Computation of Per Share Earnings          
|EX-31.1 CFO Certification Pursuant to Section 302
|EX-31.2 CEO Certification Pursuant to Section 302
|EX-32.1 CEO Certification Pursuant to Section 906
|EX-32.2 CFO Certification Pursuant to Section 906



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##### Table of Contents



TABLE OF CONTENTS

|                              |  |                                                                                       |  |                                                                                                                                              |       |      |       | 
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---- | ----- | 
|                              |  |                                                                                       |  |                                                                                                                                              |       | Page
|Part I. FINANCIAL INFORMATION |  |                                                                                       |  |                                                                                                                                             
|Reference                     |  |                                                                                       |  |                                                                                                                                             
|Item 1.                       |  | Financial Statements                                                                  |  |                                                                                                                                              | 1-24  |     
|                              |  |                                                                                       |  | Consolidated Statements of Financial Condition  September 30, 2003 and 2002
and December 31, 2002  - Unaudited                              |       |      | 4     | 
|                              |  |                                                                                       |  | Consolidated Statements of Operations - For the Three and Nine Months
Ended September 30, 2003 and 2002 - Unaudited                          |       |      | 5-6   | 
|                              |  |                                                                                       |  | Consolidated Statements of Stockholders Equity and Comprehensive
Income  For the Nine Months Ended September 30, 2003 and 2002
- Unaudited |       |      | 7     | 
|                              |  |                                                                                       |  | Consolidated Statements of Cash Flows - For the Nine Months Ended
September 30, 2003 and 2002 - Unaudited                                    |       |      | 8-9   | 
|                              |  |                                                                                       |  | Notes to Consolidated Financial Statements - Unaudited                                                                                       |       |      | 10-24 | 
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations |  |                                                                                                                                              | 25-45 |     
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                            |  |                                                                                                                                              | 45-46 |     
|Item 4.                       |  | Controls and Procedures                                                               |  |                                                                                                                                              | 46-47 |     
|Part II. OTHER INFORMATION    |  |                                                                                       |  |                                                                                                                                             
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                             |  |                                                                                                                                              | 48    |     
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                                                                              | 48    |     
|                              |  |                                                                                       |  | Signatures                                                                                                                                   |       |      | 49    | 





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##### Table of Contents






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

|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |           |           | 
|--------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | --------- | ------------- | --------- | ------------ | --------- | ------------- | --------- | - | --------- | --------- | --------- | 
|                                                                                                                                        |                            |                                            |           | September 30, |           | December 31, |           | September 30,
|(In thousands, except share data)                                                                                                       |                            | 2003                                       |           | 2002          |           | 2002        
|                                                                                                                                        |                            |                                            |           |               |           |             
|ASSETS                                                                                                                                  |                            |                                            |           |               |           |              |           |               |           |   |           |          
|Cash and due from depository institutions                                                                                               |                            | $                                          | 139,096   |               |           | $            | 200,600   |               |           | $ | 167,683   |          
|Federal funds sold and securities purchased under resell agreements                                                                     |                            |                                            | 4,212     |               |           |              | 50,145    |               |           |   | 147       |          
|Securities available for sale (at fair value)                                                                                           |                            |                                            | 354,101   |               |           |              | 707,858   |               |           |   | 639,611   |          
|Securities owned (at fair value)                                                                                                        |                            |                                            | 87,837    |               |           |              | 186,454   |               |           |   | 178,774   |          
|Investment securities and tax certificates (approximate fair value: $159,762,
$212,698 and $418,047)                                    |                            |                                            | 155,550   |               |           |              | 212,240   |               |           |   | 411,488   |          
|Loans receivable, net of allowance for loan losses of $48,202, $48,022 and $45,602                                                      |                            |                                            | 3,739,638 |               |           |              | 3,372,630 |               |           |   | 3,627,406 |          
|Federal Home Loan Bank stock, at cost which approximates fair value                                                                     |                            |                                            | 56,987    |               |           |              | 64,943    |               |           |   | 65,224    |          
|Accrued interest receivable                                                                                                             |                            |                                            | 29,109    |               |           |              | 33,984    |               |           |   | 36,603    |          
|Real estate held for development and sale                                                                                               |                            |                                            | 256,920   |               |           |              | 200,183   |               |           |   | 200,058   |          
|Investments and advances to unconsolidated subsidiaries                                                                                 |                            |                                            | 102,590   |               |           |              | 112,599   |               |           |   | 111,456   |          
|Office properties and equipment, net                                                                                                    |                            |                                            | 93,334    |               |           |              | 92,699    |               |           |   | 91,807    |          
|Deferred tax asset, net                                                                                                                 |                            |                                            | 33,684    |               |           |              | 35,316    |               |           |   | 34,449    |          
|Goodwill                                                                                                                                |                            |                                            | 76,674    |               |           |              | 78,612    |               |           |   | 79,005    |          
|Core deposit intangible asset                                                                                                           |                            |                                            | 12,424    |               |           |              | 13,757    |               |           |   | 14,210    |          
|Other assets                                                                                                                            |                            |                                            | 54,904    |               |           |              | 58,991    |               |           |   | 66,481    |          
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|                                                                                                                                        |                            | Total assets                               |           | $             | 5,197,060 |              |           | $             | 5,421,011 |   |           | $         | 5,724,402 | 
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                    |                            |                                            |           |               |           |              |           |               |           |   |           |          
|Liabilities:                                                                                                                            |                            |                                            |           |               |           |              |           |               |           |   |           |          
|Deposits                                                                                                                                |                            |                                            |           |               |           |              |           |               |           |   |           |          
|                                                                                                                                        | Interest free checking     |                                            | $         | 594,685       |           |              | $         | 462,718       |           |   | $         | 428,812   |          
|                                                                                                                                        | NOW accounts               |                                            |           | 480,837       |           |              |           | 399,985       |           |   |           | 359,386   |          
|                                                                                                                                        | Savings accounts           |                                            |           | 202,355       |           |              |           | 163,641       |           |   |           | 155,328   |          
|                                                                                                                                        | Insured money fund savings |                                            |           | 878,281       |           |              |           | 775,175       |           |   |           | 791,211   |          
|                                                                                                                                        | Certificate accounts       |                                            |           | 826,045       |           |              |           | 1,119,036     |           |   |           | 1,240,137 |          
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|Total deposits                                                                                                                          |                            |                                            | 2,982,203 |               |           |              | 2,920,555 |               |           |   | 2,974,874 |          
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|Advances from FHLB                                                                                                                      |                            |                                            | 956,820   |               |           |              | 1,297,170 |               |           |   | 1,307,739 |          
|Securities sold under agreements to repurchase                                                                                          |                            |                                            | 143,230   |               |           |              | 116,279   |               |           |   | 286,663   |          
|Federal funds purchased                                                                                                                 |                            |                                            |          |               |           |              |          |               |           |   | 45,000    |          
|Subordinated debentures, notes and bonds payable                                                                                        |                            |                                            | 146,696   |               |           |              | 193,816   |               |           |   | 197,195   |          
|Guaranteed preferred beneficial interests in Companys Junior Subordinated Debentures                                                   |                            |                                            |          |               |           |              | 180,375   |               |           |   | 190,125   |          
|Junior subordinated debentures                                                                                                          |                            |                                            | 263,218   |               |           |              |          |               |           |   |          |          
|Securities sold not yet purchased                                                                                                       |                            |                                            | 15,089    |               |           |              | 38,003    |               |           |   | 33,034    |          
|Due to clearing agent                                                                                                                   |                            |                                            | 6,086     |               |           |              | 78,791    |               |           |   | 81,774    |          
|Other liabilities                                                                                                                       |                            |                                            | 170,049   |               |           |              | 126,688   |               |           |   | 150,370   |          
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|                                                                                                                                        |                            | Total liabilities                          |           |               | 4,683,391 |              |           |               | 4,951,677 |   |           |           | 5,266,774 | 
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|Stockholders equity:                                                                                                                   |                            |                                            |           |               |           |              |           |               |           |   |           |          
|Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued and outstanding                                              |                            |                                            |          |               |           |              |          |               |           |   |          |          
|Class A common stock, $.01 par value, authorized 80,000,000 shares;
issued and outstanding 54,064,076, 53,441,847 and 53,428,662 shares |                            |                                            | 541       |               |           |              | 534       |               |           |   | 534       |          
|Class B common stock, $.01 par value, authorized 45,000,000 shares;
issued and outstanding 4,876,124, 4,876,124 and 4,876,124 shares    |                            |                                            | 49        |               |           |              | 49        |               |           |   | 49        |          
|Additional paid-in capital                                                                                                              |                            |                                            | 256,782   |               |           |              | 252,699   |               |           |   | 252,689   |          
|Unearned compensation - restricted stock grants                                                                                         |                            |                                            | (1,223    | )             |           |              | (1,209    | )             |           |   | (1,247    | )        
|Retained earnings                                                                                                                       |                            |                                            | 258,197   |               |           |              | 213,692   |               |           |   | 197,431   |          
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|Total stockholders equity before accumulated other comprehensive income (loss)                                                         |                            |                                            | 514,346   |               |           |              | 465,765   |               |           |   | 449,456   |          
|Accumulated other comprehensive income (loss)                                                                                           |                            |                                            | (677      | )             |           |              | 3,569     |               |           |   | 8,172     |          
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|                                                                                                                                        |                            | Total stockholders equity                 |           |               | 513,669   |              |           |               | 469,334   |   |           |           | 457,628   | 
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          
|                                                                                                                                        |                            | Total liabilities and stockholders equity |           | $             | 5,197,060 |              |           | $             | 5,421,011 |   |           | $         | 5,724,402 | 
|                                                                                                                                        |                            |                                            |           |               |           |              |           |               |           |   |           |          

See Notes to Consolidated Financial
Statements - Unaudited

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

|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |         | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---- | -------------------- | ------ | ------------------- | ---- | ------ | ------ |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                                                                                                                                                                          |                            |      | For the Three Months |        | For the Nine Months
|                                                                                                                                                                                          |                            |      | Ended September 30,  |        | Ended September 30,
|                                                                                                                                                                                          |                            |      |                      |        |                    
|(In thousands, except share and per share data)                                                                                                                                           |                            | 2003 |                      | 2002   |                     | 2003 |        | 2002  
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |       
|Interest income:                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Interest and fees on loans and leases                                                                                                                                                     |                            | $    | 50,726               |        |                     | $    | 59,969 |        |  | $ | 157,979 |         |  | $ | 166,365 |        
|Interest and dividends on securities available for sale                                                                                                                                   |                            |      | 4,598                |        |                     |      | 10,322 |        |  |   | 20,941  |         |  |   | 34,192  |        
|Interest and dividends on other investment securities                                                                                                                                     |                            |      | 4,776                |        |                     |      | 8,762  |        |  |   | 15,251  |         |  |   | 25,217  |        
|Interest and dividends on securities owned                                                                                                                                                |                            |      | 2,892                |        |                     |      | 2,607  |        |  |   | 7,389   |         |  |   | 5,452   |        
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|                                                                                                                                                                                          | Total interest income      |      |                      | 62,992 |                     |      |        | 81,660 |  |   |         | 201,560 |  |   |         | 231,226 | 
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Interest expense:                                                                                                                                                                         |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Interest on deposits                                                                                                                                                                      |                            |      | 7,758                |        |                     |      | 16,089 |        |  |   | 28,685  |         |  |   | 48,521  |        
|Interest on advances from FHLB                                                                                                                                                            |                            |      | 15,025               |        |                     |      | 15,856 |        |  |   | 45,632  |         |  |   | 46,452  |        
|Interest on securities sold under agreements to repurchase
and federal funds purchased                                                                                                    |                            |      | 558                  |        |                     |      | 2,305  |        |  |   | 2,625   |         |  |   | 5,802   |        
|Interest on subordinated debentures, notes and bonds payable
and guaranteed preferred beneficial interests in Companys
Junior Subordinated Debentures and Junior Subordinated
Debentures |                            |      | 6,103                |        |                     |      | 6,841  |        |  |   | 18,480  |         |  |   | 17,985  |        
|Capitalized interest on real estate developments                                                                                                                                          |                            |      | (1,856               | )      |                     |      | (1,688 | )      |  |   | (5,635  | )       |  |   | (4,519  | )      
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|                                                                                                                                                                                          | Total interest expense     |      |                      | 27,588 |                     |      |        | 39,403 |  |   |         | 89,787  |  |   |         | 114,241 | 
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Net interest income                                                                                                                                                                       |                            |      | 35,404               |        |                     |      | 42,257 |        |  |   | 111,773 |         |  |   | 116,985 |        
|Provision (recovery) for loan losses                                                                                                                                                      |                            |      | (1,076               | )      |                     |      | 2,082  |        |  |   | 1,264   |         |  |   | 10,786  |        
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Net interest income after provision (recovery) for loan losses                                                                                                                            |                            |      | 36,480               |        |                     |      | 40,175 |        |  |   | 110,509 |         |  |   | 106,199 |        
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Non-interest income:                                                                                                                                                                      |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Investment banking income                                                                                                                                                                 |                            |      | 49,992               |        |                     |      | 42,956 |        |  |   | 152,222 |         |  |   | 89,270  |        
|Income from real estate operations                                                                                                                                                        |                            |      | 18,893               |        |                     |      | 8,625  |        |  |   | 56,165  |         |  |   | 31,128  |        
|Income from unconsolidated subsidiaries                                                                                                                                                   |                            |      | 3,969                |        |                     |      | 1,654  |        |  |   | 6,525   |         |  |   | 5,334   |        
|Service charges on deposits                                                                                                                                                               |                            |      | 10,925               |        |                     |      | 6,684  |        |  |   | 29,088  |         |  |   | 17,234  |        
|Other service charges and fees                                                                                                                                                            |                            |      | 4,625                |        |                     |      | 3,591  |        |  |   | 14,614  |         |  |   | 10,246  |        
|(Losses) gains on securities activities                                                                                                                                                   |                            |      | (336                 | )      |                     |      | 2,483  |        |  |   | 29      |         |  |   | 8,605   |        
|Impairment of securities                                                                                                                                                                  |                            |      |                     |        |                     |      | (302   | )      |  |   |        |         |  |   | (18,459 | )      
|Other                                                                                                                                                                                     |                            |      | 3,110                |        |                     |      | 1,907  |        |  |   | 8,750   |         |  |   | 6,096   |        
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|                                                                                                                                                                                          | Total non-interest income  |      |                      | 91,178 |                     |      |        | 67,598 |  |   |         | 267,393 |  |   |         | 149,454 | 
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Non-interest expense:                                                                                                                                                                     |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Employee compensation and benefits                                                                                                                                                        |                            |      | 60,471               |        |                     |      | 54,277 |        |  |   | 183,688 |         |  |   | 129,642 |        
|Occupancy and equipment                                                                                                                                                                   |                            |      | 10,161               |        |                     |      | 11,101 |        |  |   | 29,514  |         |  |   | 28,759  |        
|Advertising and promotion                                                                                                                                                                 |                            |      | 3,923                |        |                     |      | 3,496  |        |  |   | 12,960  |         |  |   | 9,393   |        
|Selling, general and administrative expenses                                                                                                                                              |                            |      | 3,842                |        |                     |      | 2,852  |        |  |   | 11,729  |         |  |   | 8,629   |        
|Amortization of intangible assets                                                                                                                                                         |                            |      | 439                  |        |                     |      | 453    |        |  |   | 1,332   |         |  |   | 907     |        
|Restructuring charges and writedowns                                                                                                                                                      |                            |      |                     |        |                     |      |       |        |  |   |        |         |  |   | 1,007   |        
|Acquisition related charges and impairments                                                                                                                                               |                            |      |                     |        |                     |      | (71    | )      |  |   |        |         |  |   | 4,925   |        
|Cost associated with debt redemption                                                                                                                                                      |                            |      | 2,040                |        |                     |      |       |        |  |   | 3,688   |         |  |   |        |        
|Professional fees                                                                                                                                                                         |                            |      | 4,636                |        |                     |      | 2,429  |        |  |   | 11,974  |         |  |   | 5,787   |        
|Communications                                                                                                                                                                            |                            |      | 2,822                |        |                     |      | 3,035  |        |  |   | 10,867  |         |  |   | 6,998   |        
|Floor broker and clearing fees                                                                                                                                                            |                            |      | 2,328                |        |                     |      | 2,463  |        |  |   | 6,722   |         |  |   | 5,730   |        
|Other                                                                                                                                                                                     |                            |      | 8,018                |        |                     |      | 8,069  |        |  |   | 27,919  |         |  |   | 22,970  |        
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|                                                                                                                                                                                          | Total non-interest expense |      |                      | 98,680 |                     |      |        | 88,104 |  |   |         | 300,393 |  |   |         | 224,747 | 
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Income from continuing operations before income taxes
and minority interest                                                                                                               |                            |      | 28,978               |        |                     |      | 19,669 |        |  |   | 77,509  |         |  |   | 30,906  |        
|Provision for income taxes                                                                                                                                                                |                            |      | 10,776               |        |                     |      | 5,995  |        |  |   | 28,577  |         |  |   | 8,828   |        
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Income from continuing operations                                                                                                                                                         |                            |      | 18,202               |        |                     |      | 13,674 |        |  |   | 48,932  |         |  |   | 22,078  |        
|Discontinued operations, (less applicable income taxes of ($60),
$73, ($923) and $109)                                                                                                    |                            |      | 306                  |        |                     |      | 860    |        |  |   | 1,143   |         |  |   | 1,549   |        
|Extraordinary item (less applicable income taxes of $0 and $2,771)                                                                                                                        |                            |      |                     |        |                     |      | (61    | )      |  |   |        |         |  |   | 23,749  |        
|Cumulative effect of a change in accounting principle
(less applicable income taxes of $1,246)                                                                                            |                            |      |                     |        |                     |      |       |        |  |   |        |         |  |   | (15,107 | )      
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        
|Net income                                                                                                                                                                                |                            | $    | 18,508               |        |                     | $    | 14,473 |        |  | $ | 50,075  |         |  | $ | 32,269  |        
|                                                                                                                                                                                          |                            |      |                      |        |                     |      |        |        |  |   |         |         |  |   |         |        

See Notes to Consolidated Financial
Statements - Unaudited (continued)

5



---



##### Table of Contents



|                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  
|-------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | ------------------- |  | ---- | ---------- | ---- |  | - | ---------- |  |  | - | ---------- | -
|                                                                                             |  | For the Three Months |            | For the Nine Months
|                                                                                             |  | Ended September 30,  |            | Ended September 30,
|                                                                                             |  |                      |            |                    
|                                                                                             |  | 2003                 |            | 2002                |  | 2003 |            | 2002
|                                                                                             |  |                      |            |                     |  |      |            |     
|Earnings per share                                                                           |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  
|Basic earnings per share from continuing operations                                          |  | $                    | 0.31       |                     |  | $    | 0.24       |      |  | $ | 0.84       |  |  | $ | 0.38       |  
|Basic earnings per share from discontinued operations                                        |  |                      | 0.01       |                     |  |      | 0.01       |      |  |   | 0.02       |  |  |   | 0.03       |  
|Basic earnings per share from extraordinary item                                             |  |                      |           |                     |  |      |           |      |  |   |           |  |  |   | 0.41       |  
|Basic earnings (loss) per share from cumulative effect of a
change in accounting principle   |  |                      |           |                     |  |      |           |      |  |   |           |  |  |   | (0.26      | )
|                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  
|Basic earnings per share                                                                     |  | $                    | 0.32       |                     |  | $    | 0.25       |      |  | $ | 0.86       |  |  | $ | 0.56       |  
|                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  
|Diluted earnings per share from continuing operations                                        |  | $                    | 0.29       |                     |  | $    | 0.22       |      |  | $ | 0.78       |  |  | $ | 0.36       |  
|Diluted earnings per share from discontinued operations                                      |  |                      | 0.01       |                     |  |      | 0.01       |      |  |   | 0.02       |  |  |   | 0.02       |  
|Diluted earnings per share from extraordinary item                                           |  |                      |           |                     |  |      |           |      |  |   |           |  |  |   | 0.37       |  
|Diluted earnings (loss) per share from cumulative effect of a
change in accounting principle |  |                      |           |                     |  |      |           |      |  |   |           |  |  |   | (0.23      | )
|                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  
|Diluted earnings per share                                                                   |  | $                    | 0.30       |                     |  | $    | 0.23       |      |  | $ | 0.80       |  |  | $ | 0.52       |  
|                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  
|Basic weighted average number of common shares outstanding                                   |  |                      | 58,646,254 |                     |  |      | 58,065,396 |      |  |   | 58,381,370 |  |  |   | 57,967,925 |  
|                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  
|Diluted weighted average number of common and common
equivalent shares outstanding           |  |                      | 61,343,946 |                     |  |      | 64,320,448 |      |  |   | 62,475,859 |  |  |   | 64,450,194 |  
|                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  
|Dividends per share                                                                          |  | $                    | 0.033      |                     |  | $    | 0.031      |      |  | $ | 0.095      |  |  | $ | 0.089      |  
|                                                                                             |  |                      |            |                     |  |      |            |      |  |   |            |  |  |   |            |  

See Notes to Consolidated Financial
Statements - Unaudited

6



---



##### Table of Contents






CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2003 - UNAUDITED

|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|--------------------------------------------------------------------------- | --------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ------ | ------- | ------ | ------- | --- | -------- |  | -------- | ------- | ------ |  | ------ | ------- | ---------- |  | ------- | ------ | -------- |  | ----- | ------ | -------- |  | - | ------- | ------ |  | 
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        | Accumul- |  |   |         |       
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        | Unearned |  | ated  |        |          |  |  
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        | Compen-  |  | Other |        |          |  |  
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         | Addi-  |  |        |         |            |  | sation  |        | Compre-  |  |       |        |         
|                                                                            |                                         |                                                                                                                         |        | Compre- |        |         |     |          |  | tional   |         |        |  |        |         | Restricted |  | hensive |        |          |  |      
|                                                                            |                                         |                                                                                                                         |        | hensive |        | Common  |     | Paid-in  |  | Retained |         | Stock  |  | Income |         |            |  |        
|(In thousands)                                                              |                                         | Income                                                                                                                  |        | Stock   |        | Capital |     | Earnings |  | Grants   |         | (loss) |  | Total 
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |           
|BALANCE, DECEMBER 31, 2001                                                  |                                         |                                                                                                                         |        |         |        | $       | 581 |          |  | $        | 251,202 |        |  | $      | 170,349 |            |  | $       | (1,359 | )        |  | $     | 14,900 |          |  | $ | 435,673 |       
|                                                                            | Net income                              |                                                                                                                         | $      | 32,269  |        |         |     |         |  |          |         |       |  |        |         | 32,269     |  |         |        |         |  |       |        |         |  |   |         | 32,269 | 
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|                                                                            | Other comprehensive income, net of tax: |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        | 
|                                                                            |                                         | Unrealized loss on securities available for sale (less income tax benefit of $3,053)                                    |        |         | 283    |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         | Accumulated loss associated with cash flow hedges (less income tax benefit of $622)                                     |        |         | (1,903 | )       |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         | Reclassification adjustment for cash flow hedges                                                                        |        |         | 399    |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         | Reclassification adjustment for net gains
included in net income                                                        |        |         | (5,507 | )       |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|                                                                            | Other comprehensive loss                |                                                                                                                         |        | (6,728  | )      |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        | 
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|Comprehensive income                                                        |                                         | $                                                                                                                       | 25,541 |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|Dividends on Class A Common Stock                                           |                                         |                                                                                                                         |        |         |        |         |    |          |  |          |        |        |  |        | (4,754  | )          |  |         |       |          |  |       |       |          |  |   | (4,754  | )     
|Dividends on Class B Common Stock                                           |                                         |                                                                                                                         |        |         |        |         |    |          |  |          |        |        |  |        | (433    | )          |  |         |       |          |  |       |       |          |  |   | (433    | )     
|Issuance of Class A common stock                                            |                                         |                                                                                                                         |        |         |        |         | 2   |          |  |          | 1,168   |        |  |        |        |            |  |         |       |          |  |       |       |          |  |   | 1,170   |       
|Tax effect relating to the exercise of
stock options                        |                                         |                                                                                                                         |        |         |        |         |    |          |  |          | 430     |        |  |        |        |            |  |         |       |          |  |       |       |          |  |   | 430     |       
|Issuance of Class A common stock upon
conversion of subordinated debentures |                                         |                                                                                                                         |        |         |        |         |    |          |  |          | 25      |        |  |        |        |            |  |         |       |          |  |       |       |          |  |   | 25      |       
|Issuance of subsidiary common stock and options                             |                                         |                                                                                                                         |        |         |        |         |    |          |  |          | (136    | )      |  |        |        |            |  |         |       |          |  |       |       |          |  |   | (136    | )     
|Amortization of unearned compensation -
restricted stock grants             |                                         |                                                                                                                         |        |         |        |         |    |          |  |          |        |        |  |        |        |            |  |         | 112    |          |  |       |       |          |  |   | 112     |       
|Net change in accumulated other comprehensive
income, net of income taxes   |                                         |                                                                                                                         |        |         |        |         |    |          |  |          |        |        |  |        |        |            |  |         |       |          |  |       | (6,728 | )        |  |   | (6,728  | )     
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|BALANCE, SEPTEMBER 30, 2002                                                 |                                         |                                                                                                                         |        |         |        | $       | 583 |          |  | $        | 252,689 |        |  | $      | 197,431 |            |  | $       | (1,247 | )        |  | $     | 8,172  |          |  | $ | 457,628 |       
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|BALANCE, DECEMBER 31, 2002                                                  |                                         |                                                                                                                         |        |         |        | $       | 583 |          |  | $        | 252,699 |        |  | $      | 213,692 |            |  | $       | (1,209 | )        |  | $     | 3,569  |          |  | $ | 469,334 |       
|                                                                            | Net income                              |                                                                                                                         | $      | 50,075  |        |         |     |         |  |          |         |       |  |        |         | 50,075     |  |         |        |         |  |       |        |         |  |   |         | 50,075 | 
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|                                                                            | Other comprehensive income, net of tax: |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        | 
|                                                                            |                                         | Unrealized loss on securities available for sale
(less income tax benefit of $4,596)                                    |        |         | (8,118 | )       |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         | Minimum pension liability (less income tax
provision of $1,436)                                                         |        |         | 2,552  |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         | Unrealized gain associated with investment in
unconsolidated real estate subsidiary
(less income tax provision of $484) |        |         | 769    |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         | Accumulated gain associated with cash flow hedges
(less income tax provision of $353)                                   |        |         | 180    |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         | Reclassification adjustment for cash flow hedges                                                                        |        |         | 390    |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         | Reclassification adjustment for net gain
included in net income                                                         |        |         | (19    | )       |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        |  | 
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|                                                                            | Other comprehensive loss                |                                                                                                                         |        | (4,246  | )      |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |        | 
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|Comprehensive income                                                        |                                         | $                                                                                                                       | 45,829 |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|Dividends on Class A Common Stock                                           |                                         |                                                                                                                         |        |         |        |         |    |          |  |          |        |        |  |        | (5,109  | )          |  |         |       |          |  |       |       |          |  |   | (5,109  | )     
|Dividends on Class B Common Stock                                           |                                         |                                                                                                                         |        |         |        |         |    |          |  |          |        |        |  |        | (461    | )          |  |         |       |          |  |       |       |          |  |   | (461    | )     
|Issuance of Class A common stock upon
conversion of subordinated debentures |                                         |                                                                                                                         |        |         |        |         |    |          |  |          | 211     |        |  |        |        |            |  |         |       |          |  |       |       |          |  |   | 211     |       
|Issuance of Class A common stock                                            |                                         |                                                                                                                         |        |         |        |         | 7   |          |  |          | 2,602   |        |  |        |        |            |  |         | (134   | )        |  |       |       |          |  |   | 2,475   |       
|Issuance of subsidiary common stock                                         |                                         |                                                                                                                         |        |         |        |         |     |          |  |          | (20     | )      |  |        |         |            |  |         |        |          |  |       |        |          |  |   | (20     | )     
|Tax effect relating to the exercise of
stock options                        |                                         |                                                                                                                         |        |         |        |         |    |          |  |          | 1,290   |        |  |        |        |            |  |         |       |          |  |       |       |          |  |   | 1,290   |       
|Amortization of unearned compensation -
restricted stock grants             |                                         |                                                                                                                         |        |         |        |         |    |          |  |          |        |        |  |        |        |            |  |         | 120    |          |  |       |       |          |  |   | 120     |       
|Net change in accumulated other comprehensive
income, net of income taxes   |                                         |                                                                                                                         |        |         |        |         |    |          |  |          |        |        |  |        |        |            |  |         |       |          |  |       | (4,246 | )        |  |   | (4,246  | )     
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       
|BALANCE, SEPTEMBER 30, 2003                                                 |                                         |                                                                                                                         |        |         |        | $       | 590 |          |  | $        | 256,782 |        |  | $      | 258,197 |            |  | $       | (1,223 | )        |  | $     | (677   | )        |  | $ | 513,669 |       
|                                                                            |                                         |                                                                                                                         |        |         |        |         |     |          |  |          |         |        |  |        |         |            |  |         |        |          |  |       |        |          |  |   |         |       

See Notes to Consolidated Financial
Statements - Unaudited

7



---



##### Table of Contents



BankAtlantic Bancorp, Inc.




CONSOLIDATED STATEMENTS OF CASH
FLOWS - UNAUDITED

|                                                                                         |  |                     |          |      |  |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------- | -------- | ---- |  | - | -------- | -
|                                                                                         |  | For the Nine Months
|                                                                                         |  | Ended September 30,
|                                                                                         |  |                    
|(In thousands)                                                                           |  | 2003                |          | 2002
|                                                                                         |  |                     |          |     
|Operating activities:                                                                    |  |                     |          |      |  |   |          |  
|Income from continuing operations                                                        |  | $                   | 48,932   |      |  | $ | 22,078   |  
|Income from discontinued operations, net of tax                                          |  |                     | 1,143    |      |  |   | 1,549    |  
|Income from extraordinary item, net of tax                                               |  |                     |         |      |  |   | 23,749   |  
|Cumulative effect of a change in accounting principle, net of tax                        |  |                     |         |      |  |   | (15,107  | )
|Adjustments to reconcile net income to net cash provided (used)
in operating activities: |  |                     |          |      |  |   |          |  
|Provision for credit losses *                                                            |  |                     | 2,919    |      |  |   | 13,425   |  
|Impairment of goodwill                                                                   |  |                     |         |      |  |   | 16,353   |  
|Impairment of property and equipment                                                     |  |                     | 257      |      |  |   | 720      |  
|Impairment of securities                                                                 |  |                     |         |      |  |   | 18,459   |  
|Depreciation, amortization and accretion, net                                            |  |                     | 14,512   |      |  |   | 4,770    |  
|Amortization of intangible assets                                                        |  |                     | 1,332    |      |  |   | 907      |  
|Change in real estate inventory                                                          |  |                     | (32,651  | )    |  |   | (54,485  | )
|Securities owned activities, net                                                         |  |                     | (6,466   | )    |  |   | 41,431   |  
|Securities sold but not yet purchased, net                                               |  |                     | (19,133  | )    |  |   | (6,598   | )
|Equity in joint venture earnings                                                         |  |                     | 96       |      |  |   | (2,166   | )
|Equity in earnings of other unconsolidated subsidiaries                                  |  |                     | (6,621   | )    |  |   | (3,168   | )
|Loans held for sale activity, net                                                        |  |                     | 8,703    |      |  |   | (14,371  | )
|Proceeds from sales of loans classified as held for sale                                 |  |                     | 12,859   |      |  |   | 6,953    |  
|Gains on securities activities                                                           |  |                     | (29      | )    |  |   | (8,605   | )
|Gains on sales of real estate owned                                                      |  |                     | (280     | )    |  |   | (114     | )
|Gains on Gruntal transaction                                                             |  |                     |         |      |  |   | (26,521  | )
|Losses (gains) on sales of property and equipment                                        |  |                     | 45       |      |  |   | (56      | )
|Cost associated with debt redemption                                                     |  |                     | 3,688    |      |  |   |         |  
|Decrease (increase) in deferred tax asset, net                                           |  |                     | 3,955    |      |  |   | (9,008   | )
|Decrease (increase) in accrued interest receivable                                       |  |                     | 4,875    |      |  |   | (77      | )
|Increase in other assets                                                                 |  |                     | (7,109   | )    |  |   | (440     | )
|Increase (decrease) in due to clearing agent                                             |  |                     | 7,856    |      |  |   | (29,893  | )
|Increase in other liabilities                                                            |  |                     | 56,894   |      |  |   | 7,493    |  
|                                                                                         |  |                     |          |      |  |   |          |  
|Net cash provided (used) in operating activities                                         |  |                     | 95,777   |      |  |   | (12,722  | )
|                                                                                         |  |                     |          |      |  |   |          |  
|Investing activities:                                                                    |  |                     |          |      |  |   |          |  
|Proceeds from redemption and maturities of investment
securities and tax certificates    |  |                     | 162,681  |      |  |   | 169,485  |  
|Purchase of investment securities and tax certificates                                   |  |                     | (124,757 | )    |  |   | (163,925 | )
|Purchases of securities available for sale                                               |  |                     | (193,400 | )    |  |   | (314,811 | )
|Proceeds from sales and maturities of securities available for sale                      |  |                     | 551,238  |      |  |   | 589,142  |  
|(Purchases) redemptions of FHLB stock, net                                               |  |                     | 7,956    |      |  |   | (733     | )
|Purchases and net originations of loans and leases                                       |  |                     | (379,754 | )    |  |   | (247,328 | )
|Proceeds from sales of real estate owned                                                 |  |                     | 2,292    |      |  |   | 4,965    |  
|Net additions to office property and equipment                                           |  |                     | (9,695   | )    |  |   | (17,452  | )
|Decrease (Increase) in investments in unconsolidated subsidiary                          |  |                     | 2,029    |      |  |   | (50,763  | )
|Net cash proceeds from the sale of Ryan Beck subsidiaries                                |  |                     | 9,955    |      |  |   |         |  
|Acquisitions, net of cash acquired                                                       |  |                     |         |      |  |   | (52,783  | )
|                                                                                         |  |                     |          |      |  |   |          |  
|Net cash provided (used) in investing activities                                         |  |                     | 28,545   |      |  |   | (84,203  | )
|                                                                                         |  |                     |          |      |  |   |          |  

See Notes to Consolidated Financial
Statements - Unaudited (Continued)

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BankAtlantic Bancorp, Inc.




CONSOLIDATED STATEMENTS OF CASH
FLOWS - UNAUDITED

|                                                                                                                                       |  |                     |          |      |  |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | -------- | ---- |  | - | -------- | -
|                                                                                                                                       |  | For the Nine Months
|                                                                                                                                       |  | Ended September 30,
|                                                                                                                                       |  |                    
|(In thousands)                                                                                                                         |  | 2003                |          | 2002
|                                                                                                                                       |  |                     |          |     
|Financing activities:                                                                                                                  |  |                     |          |      |  |   |          |  
|Net increase in deposits                                                                                                               |  |                     | 61,648   |      |  |   | 102,177  |  
|Reduction in deposits from sale of in-store branch                                                                                     |  |                     |         |      |  |   | (42,597  | )
|Repayments of FHLB advances                                                                                                            |  |                     | (616,692 | )    |  |   | (162,661 | )
|Proceeds from FHLB advances                                                                                                            |  |                     | 275,000  |      |  |   | 227,499  |  
|Net increase (decrease) in securities sold under agreements
to repurchase                                                              |  |                     | 27,123   |      |  |   | (119,407 | )
|Net decrease in federal funds purchased                                                                                                |  |                     |         |      |  |   | (16,000  | )
|Repayment of notes and bonds payable                                                                                                   |  |                     | (148,718 | )    |  |   | (59,306  | )
|Proceeds from notes and bonds payable                                                                                                  |  |                     | 97,784   |      |  |   | 103,623  |  
|Issuance of common stock and exercise of stock options                                                                                 |  |                     | 2,666    |      |  |   | 1,034    |  
|Issuance of trust preferred securities                                                                                                 |  |                     | 75,000   |      |  |   | 115,375  |  
|Common stock dividends paid                                                                                                            |  |                     | (5,570   | )    |  |   | (5,187   | )
|                                                                                                                                       |  |                     |          |      |  |   |          |  
|Net cash (used) provided in financing activities                                                                                       |  |                     | (231,759 | )    |  |   | 144,550  |  
|                                                                                                                                       |  |                     |          |      |  |   |          |  
|(Decrease) increase in cash and cash equivalents                                                                                       |  |                     | (107,437 | )    |  |   | 47,625   |  
|Cash and cash equivalents at beginning of period                                                                                       |  |                     | 250,745  |      |  |   | 120,205  |  
|                                                                                                                                       |  |                     |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                                                                             |  | $                   | 143,308  |      |  | $ | 167,830  |  
|                                                                                                                                       |  |                     |          |      |  |   |          |  
|Supplementary disclosure on non-cash investing and financing activities:                                                               |  |                     |          |      |  |   |          |  
|Interest paid                                                                                                                          |  | $                   | 98,479   |      |  | $ | 119,149  |  
|Income taxes paid                                                                                                                      |  |                     | 11,237   |      |  |   | 30,850   |  
|Loans transferred to real estate owned                                                                                                 |  |                     | 2,064    |      |  |   | 12,427   |  
|Securities held to maturity transferred to available for sale                                                                          |  |                     | 14,505   |      |  |   |         |  
|Net loan charge-offs                                                                                                                   |  |                     | 350      |      |  |   | 19,342   |  
|Tax certificate net charge-offs                                                                                                        |  |                     | 158      |      |  |   | 1,035    |  
|Increase in investments in unconsolidated subsidiaries related to
deconsolidation of trusts formed to issue trust preferred securities |  |                     | 7,843    |      |  |   |         |  
|Increase in junior subordinated debentures related to trust deconsolidation                                                            |  |                     | 7,843    |      |  |   |         |  
|Transfer of guaranteed preferred beneficial interest in Companys Junior
Subordinated Debentures to junior subordinated debentures     |  |                     | 180,375  |      |  |   |         |  
|Increase in equity for the tax effect related to the exercise of
employee stock options                                                |  |                     | 1,290    |      |  |   | 430      |  
|Transfer of securities available for sale to investment in
unconsolidated subsidiaries                                                 |  |                     |         |      |  |   | 2,728    |  
|Transfer of relocated branch to real estate held for sale                                                                              |  |                     | 1,000    |      |  |   |         |  
|Issuance of notes payable under the Ryan Beck deferred
compensation plan                                                               |  |                     |         |      |  |   | 3,675    |  
|Acquisition goodwill adjustments                                                                                                       |  |                     | (734     | )    |  |   |         |  
|Change in accumulated other comprehensive income                                                                                       |  |                     | (4,246   | )    |  |   | (6,728   | )
|Change in deferred taxes on other comprehensive income                                                                                 |  |                     | 2,323    |      |  |   | 3,675    |  
|Issuance of Class A Common Stock upon conversion of
subordinated debentures                                                            |  |                     | 211      |      |  |   | 25       |  

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

See Notes to Consolidated Financial
Statements - Unaudited

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BankAtlantic Bancorp, Inc.




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS - UNAUDITED

1. Presentation of Interim Financial Statements

BankAtlantic Bancorp, Inc. (the Company) is a Florida-based diversified
financial services holding company. The Companys principal assets include the
capital stock of BankAtlantic and its subsidiaries, Levitt Corporation and its
subsidiaries (Levitt) and RB Holdings, Inc. and its subsidiaries (Ryan
Beck). RB Holding, Inc. was formed in July, 2003 as a holding company for
Ryan Beck & Co., Inc. BankAtlantic is a federal savings bank headquartered
in Fort Lauderdale, Florida which provides traditional retail banking services
and a wide range of commercial banking products and related financial services.
Levitts principal activities include residential construction, real estate
development and real estate joint venture investments in Florida. Levitts
principal assets include Core Communities, LLC, Levitt and Sons, LLC and its
investment in Bluegreen Corporation (Bluegreen). Core Communities develops
land for master planned communities located in Florida. Levitt and Sons is
primarily a developer of single-family home communities and condominiums and
has participated in condominium and rental apartment joint ventures primarily
in Florida. Bluegreen, a New York Stock Exchange listed company in which the
Company owns approximately 40% of the outstanding common stock, is a developer
of primarily drive-to vacation interval resorts, golf communities and
residential land. Ryan Beck is an investment banking and brokerage firm which
provides a wide range of investment banking, brokerage and investment
management services. All significant inter-company balances and transactions
have been eliminated in consolidation, including $23.2 million of loans from
BankAtlantic to Levitt and $30.0 million of loans from the Company to Levitt.

In managements opinion, the accompanying consolidated financial
statements contain such adjustments necessary to present fairly the Companys
consolidated financial condition at September 30, 2003, December 31, 2002 and
September 30, 2002, the consolidated results of operations for the three and
nine months ended September 30, 2003 and 2002, the consolidated stockholders
equity and comprehensive income for the nine months ended September 30, 2003
and 2002 and the consolidated cash flows for the nine months ended September
30, 2003 and 2002. Such adjustments consisted only of normal recurring items.
The results of operations for the nine months ended September 30, 2003 are not
necessarily indicative of results of operations that may be expected for the
year ended December 31, 2003. The consolidated financial statements and
related notes are presented as permitted by Form 10-Q and should be read in
conjunction with the notes to the consolidated financial statements appearing
in the Companys Annual Report on Form 10-K for the year ended December 31,
2002 and the Companys Form 10-Q for the three months ended March 31, 2003 and
June 30, 2003.

2. Stock Based Compensation

Under the provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, there are two methods of accounting for stock options, the
intrinsic value method and the fair value method. The Company elects to value
its options under the intrinsic value method. As a consequence, the Company
accounts for its stock based compensation plans under the recognition and
measurement principles of Accounting Principles Board (APB) Opinion No. 25
and related interpretations.

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BankAtlantic Bancorp, Inc.

The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of SFAS
No. 123 to stock-based employee compensation.

|                                                                                                                                                   |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | ------ | ------------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                                   |  | For the Three Months |        | For the Nine Months
|                                                                                                                                                   |  | Ended September 30,  |        | Ended September 30,
|                                                                                                                                                   |  |                      |        |                    
|(In thousands, except per share data)                                                                                                              |  | 2003                 |        | 2002                |  | 2003 |        | 2002
|                                                                                                                                                   |  |                      |        |                     |  |      |        |     
|Pro forma net income                                                                                                                               |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  
|Net income, as reported                                                                                                                            |  | $                    | 18,508 |                     |  | $    | 14,473 |      |  | $ | 50,075 |   |  | $ | 32,269 |  
|Add: Stock-based employee compensation
expense included in reported net income,
net of related tax effects                                         |  |                      | 44     |                     |  |      | 38     |      |  |   | 186    |   |  |   | 204    |  
|Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related income tax effects |  |                      | (454   | )                   |  |      | (361   | )    |  |   | (1,416 | ) |  |   | (1,179 | )
|                                                                                                                                                   |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  
|Pro forma net income                                                                                                                               |  | $                    | 18,098 |                     |  | $    | 14,150 |      |  | $ | 48,845 |   |  | $ | 31,294 |  
|                                                                                                                                                   |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  
|Earnings per share:                                                                                                                                |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  
|Basic as reported                                                                                                                                  |  | $                    | 0.32   |                     |  | $    | 0.25   |      |  | $ | 0.86   |   |  | $ | 0.56   |  
|                                                                                                                                                   |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  
|Basic pro forma                                                                                                                                    |  |                      | 0.31   |                     |  |      | 0.24   |      |  |   | 0.84   |   |  |   | 0.54   |  
|                                                                                                                                                   |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  
|Diluted as reported                                                                                                                                |  | $                    | 0.30   |                     |  | $    | 0.23   |      |  | $ | 0.80   |   |  | $ | 0.52   |  
|                                                                                                                                                   |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  
|Diluted pro forma                                                                                                                                  |  |                      | 0.29   |                     |  |      | 0.23   |      |  |   | 0.78   |   |  |   | 0.51   |  
|                                                                                                                                                   |  |                      |        |                     |  |      |        |      |  |   |        |   |  |   |        |  

During the nine months ended September 30, 2003, the Company issued 11,000
shares of restricted common stock under a compensation agreement with an
employee. The shares vest on December 31, 2008 and had a fair value of
$134,000 at the grant date.

3. Discontinued Operations

As part of Ryan Becks acquisition of certain of the assets and assumption
of certain of the liabilities of Gruntal & Co, LLC, in April 2002, Ryan beck
acquired all of the membership interests in The GMS Group, L.L.C. (GMS).
Since its acquisition, GMS was operated as an independent business unit. After
a receipt of an offer by GMSs management to purchase GMS from Ryan Beck, Ryan
Beck sold its entire membership interest in GMS to GMS Group Holdings Corp.
(Buyer) in August 2003 for $22.6 million. The Buyer was formed by the
management of GMS along with other investors. Ryan Beck received cash proceeds
from the sale of $9.0 million and a $13.6 million secured promissory note
issued by the Buyer with recourse to the management of GMS. The note is
secured by the membership interest in GMS and contains covenants that require
GMS to maintain certain capital and financial ratios. Ryan Beck did not
recognize any gain or loss associated with the transaction. In October 2003,
Buyer made a $1.4 million prepayment of principal of the promissory note which
reduced the outstanding balance to $12.2 million.

During the second quarter of 2003, Ryan Beck sold its entire interest in
Cumberland Advisors, Inc. for $1.5 million and recognized a $228,000 loss.
Cumberlands loss before income taxes during the period from January 1, 2003 to
May 28, 2003 was $4,000. Cumberlands income before income taxes for the nine
months ended September 30, 2002 was $37,000.

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BankAtlantic Bancorp, Inc.

The summarized components of earnings from discontinued operations are as
follows (in thousands):

|                                        |  |                      |       |                     |  |      |       |      |  |   |        |   |  |   |        | 
|--------------------------------------- |  | -------------------- | ----- | ------------------- |  | ---- | ----- | ---- |  | - | ------ | - |  | - | ------ | 
|                                        |  | For The Three Months |       | For The Nine Months
|                                        |  | Ended September 30,  |       | Ended September 30,
|                                        |  |                      |       |                    
|                                        |  | 2003                 |       | 2002                |  | 2003 |       | 2002
|                                        |  |                      |       |                     |  |      |       |     
|Net interest income                     |  | $                    | 1,310 |                     |  | $    | 1,380 |      |  | $ | 5,126  |   |  | $ | 2,389  | 
|Non-interest income                     |  |                      | 4,263 |                     |  |      | 8,016 |      |  |   | 19,187 |   |  |   | 13,385 | 
|Non-interest expense                    |  |                      | 5,384 |                     |  |      | 8,463 |      |  |   | 23,744 |   |  |   | 14,116 | 
|                                        |  |                      |       |                     |  |      |       |      |  |   |        |   |  |   |        | 
|Income before taxes                     |  |                      | 189   |                     |  |      | 933   |      |  |   | 569    |   |  |   | 1,658  | 
|Provision for taxes                     |  |                      | (117  | )                   |  |      | 73    |      |  |   | (574   | ) |  |   | 109    | 
|                                        |  |                      |       |                     |  |      |       |      |  |   |        |   |  |   |        | 
|Net income from
discontinued
operations |  | $                    | 306   |                     |  | $    | 860   |      |  | $ | 1,143  |   |  | $ | 1,549  | 
|                                        |  |                      |       |                     |  |      |       |      |  |   |        |   |  |   |        | 

The following table summarizes the assets and liabilities associated with
the sale of Cumberland Advisors and GMS and the consideration received (in
thousands):

|                                      |  |     |         |            |  |       |       |   |  |   |         |  
|------------------------------------- |  | --- | ------- | ---------- |  | ----- | ----- | - |  | - | ------- | -
|                                      |  | GMS |         | Cumberland |  | Total
|                                      |  |     |         |            |  |      
|Cash                                  |  | $   | 320     |            |  | $     | 495   |   |  | $ | 815     |  
|Securities owned                      |  |     | 105,083 |            |  |       |      |   |  |   | 105,083 |  
|Property and equipment                |  |     | 425     |            |  |       | 134   |   |  |   | 559     |  
|Goodwill                              |  |     |        |            |  |       | 1,204 |   |  |   | 1,204   |  
|Other assets                          |  |     | 5,415   |            |  |       | 64    |   |  |   | 5,479   |  
|Securities sold but not yet
purchased |  |     | (3,781  | )          |  |       |      |   |  |   | (3,781  | )
|Due to clearing agent                 |  |     | (80,561 | )          |  |       |      |   |  |   | (80,561 | )
|Other liabilities                     |  |     | (4,180  | )          |  |       | (167  | ) |  |   | (4,347  | )
|                                      |  |     |         |            |  |       |       |   |  |   |         |  
|Net assets sold                       |  |     | 22,721  |            |  |       | 1,730 |   |  |   | 24,451  |  
|Notes receivable - GMS Holdings       |  |     | (13,681 | )          |  |       |      |   |  |   | (13,681 | )
|Cash sold                             |  |     | (320    | )          |  |       | (495  | ) |  |   | (815    | )
|                                      |  |     |         |            |  |       |       |   |  |   |         |  
|Net cash proceeds received            |  | $   | 8,720   |            |  | $     | 1,235 |   |  | $ | 9,955   |  
|                                      |  |     |         |            |  |       |       |   |  |   |         |  

The assets and liabilities of GMS and Cumberland Advisors included in the
accompanying consolidated statements of financial condition consisted of the
following:

|                                      |                   |      |               |      |              |      |               |         |  |   |         |         | 
|------------------------------------- | ----------------- | ---- | ------------- | ---- | ------------ | ---- | ------------- | ------- |  | - | ------- | ------- | 
|                                      |                   |      | September 30, |      | December 31, |      | September 30,
|(In thousands)                        |                   | 2003 |               | 2002 |              | 2002
|                                      |                   |      |               |      |              |     
|Cash                                  |                   | $    |              |      |              | $    | 455           |         |  | $ | 1,707   |        
|Securities owned                      |                   |      |              |      |              |      | 114,823       |         |  |   | 107,687 |        
|Goodwill                              |                   |      |              |      |              |      | 1,204         |         |  |   | 1,204   |        
|Other assets                          |                   |      |              |      |              |      | 5,546         |         |  |   | 5,090   |        
|                                      |                   |      |               |      |              |      |               |         |  |   |         |        
|                                      | Total assets      |      | $             |     |              |      | $             | 122,028 |  |   | $       | 115,688 | 
|                                      |                   |      |               |      |              |      |               |         |  |   |         |        
|Securities sold but
not yet purchased |                   | $    |              |      |              | $    | 2,797         |         |  | $ | 3,198   |        
|Due to clearing agent                 |                   |      |              |      |              |      | 92,035        |         |  |   | 80,234  |        
|Other liabilities                     |                   |      |              |      |              |      | 4,619         |         |  |   | 4,594   |        
|                                      |                   |      |               |      |              |      |               |         |  |   |         |        
|                                      | Total liabilities |      | $             |     |              |      | $             | 99,451  |  |   | $       | 88,026  | 
|                                      |                   |      |               |      |              |      |               |         |  |   |         |        

4. Securities Owned and Securities Sold Not Yet Purchased

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

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BankAtlantic Bancorp, Inc.

Ryan Becks securities owned (at fair value) consisted of the following
(in thousands):

|                  |                               |   |               |        |              |   |               |         |  |   |         |         | 
|----------------- | ----------------------------- | - | ------------- | ------ | ------------ | - | ------------- | ------- |  | - | ------- | ------- | 
|                  |                               |   | September 30, |        | December 31, |   | September 30,
|                  |                               |   | 2003          |        | 2002         |   | 2002         
|                  |                               |   |               |        |              |   |              
|Debt obligations: |                               |   |               |        |              |   |               |         |  |   |         |        
|                  | States and municipalities (1) |   | $             | 18,308 |              |   | $             | 119,417 |  |   | $       | 111,712 | 
|                  | Corporations                  |   |               | 3,506  |              |   |               | 5,344   |  |   |         | 12,637  | 
|                  | U.S. Government and agencies  |   |               | 25,394 |              |   |               | 26,004  |  |   |         | 27,780  | 
|                  | Corporate equities            |   |               | 16,068 |              |   |               | 19,280  |  |   |         | 12,074  | 
|                  | Mutual funds                  |   |               | 22,467 |              |   |               | 16,409  |  |   |         | 12,592  | 
|                  | Certificates of deposit       |   |               | 2,094  |              |   |               |        |  |   |         | 1,979   | 
|                  |                               |   |               |        |              |   |               |         |  |   |         |         | 
|                  |                               | $ | 87,837        |        |              | $ | 186,454       |         |  | $ | 178,774 |        
|                  |                               |   |               |        |              |   |               |         |  |   |         |        

(1)  December 31, 2002 amount includes $108.3 million of securities owned
by GMS, of which approximately $9.7 million were not accruing interest.

Primarily to finance its securities inventory, Ryan Beck borrows under an
agreement with its clearing broker by pledging securities owned as collateral.
As of September 30, 2003, December 31, 2002 and September 30, 2002 the balances
due to the clearing broker were $6.1 million, $78.8 million and $81.8 million,
respectively.

Ryan Becks securities sold but not yet purchased consisted of the
following (in thousands):

|                             |  |               |        |              |  |               |        |  |  |   |        | 
|---------------------------- |  | ------------- | ------ | ------------ |  | ------------- | ------ |  |  | - | ------ | 
|                             |  | September 30, |        | December 31, |  | September 30,
|                             |  | 2003          |        | 2002         |  | 2002         
|                             |  |               |        |              |  |              
|States and municipalities    |  | $             | 262    |              |  | $             | 9,566  |  |  | $ | 4,164  | 
|Corporations                 |  |               | 1,707  |              |  |               | 1,159  |  |  |   | 7,450  | 
|U.S. Government and
agencies |  |               | 8,771  |              |  |               | 23,587 |  |  |   | 9,792  | 
|Corporate equities           |  |               | 4,341  |              |  |               | 3,691  |  |  |   | 4,375  | 
|Certificates of deposit      |  |               | 8      |              |  |               |       |  |  |   | 7,253  | 
|                             |  |               |        |              |  |               |        |  |  |   |        | 
|                             |  | $             | 15,089 |              |  | $             | 38,003 |  |  | $ | 33,034 | 
|                             |  |               |        |              |  |               |        |  |  |   |        | 

5. Impairment of Securities

During the third quarter of 2002, the Company recognized an impairment
charge of $302,000 on publicly traded equity securities resulting from declines
in value that were other than temporary. During the nine months ended September
30, 2002, the Company recognized a $15 million impairment charge associated
with its investment in a privately held technology company. Both Alan B. Levan
(the Companys CEO and Chairman of the Board) and John E. Abdo (the Companys
Vice Chairman of the Board) were directors of the technology company and each
held direct and indirect interests in the common stock of the technology
company. During the nine months ended September 30, 2002, the Company also
recognized an impairment charge of $3.5 million on publicly traded equity
securities. As a result of these losses, the Company revised our policy for
holding company equity investments. Any future equity investments will be
limited to liquid securities and will be subject to significant concentration
restrictions. The Company did not recognize impairments on securities during
the three and nine months ended September 30, 2003. At September 30, 2003, the
Company had $17.3 million invested in equity securities and mutual funds.

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BankAtlantic Bancorp, Inc.

6. Loans Receivable

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

|                     |                                         |                        |   |               |           |              |   |               |           |  |   |           |           | 
|-------------------- | --------------------------------------- | ---------------------- | - | ------------- | --------- | ------------ | - | ------------- | --------- |  | - | --------- | --------- | 
|                     |                                         |                        |   | September
30, |           | December 31, |   | September
30,
|                     |                                         |                        |   | 2003          |           | 2002         |   | 2002         
|                     |                                         |                        |   |               |           |              |   |              
|Real estate loans:   |                                         |                        |   |               |           |              |   |               |           |  |   |          
|                     | Residential                             |                        | $ | 1,493,419     |           |              | $ | 1,378,041     |           |  | $ | 1,554,871 |          
|                     | Commercial and construction             |                        |   | 2,293,091     |           |              |   | 1,973,903     |           |  |   | 2,005,042 |          
|                     | Small business                          |                        |   | 106,243       |           |              |   | 98,494        |           |  |   | 94,517    |          
|Other loans:         |                                         |                        |   |               |           |              |   |               |           |  |   |          
|                     | Second mortgages - direct               |                        |   | 306,037       |           |              |   | 261,579       |           |  |   | 242,837   |          
|                     | Second mortgages - indirect             |                        |   | 1,190         |           |              |   | 1,713         |           |  |   | 1,786     |          
|                     | Commercial business                     |                        |   | 101,065       |           |              |   | 82,174        |           |  |   | 71,626    |          
|                     | Lease financing                         |                        |   | 17,140        |           |              |   | 31,279        |           |  |   | 36,073    |          
|                     | Small business - non-mortgage           |                        |   | 54,360        |           |              |   | 62,599        |           |  |   | 64,668    |          
|                     | Due from foreign banks                  |                        |   |              |           |              |   |              |           |  |   | 766       |          
|                     | Deposit overdrafts                      |                        |   | 3,636         |           |              |   | 2,487         |           |  |   | 1,968     |          
|                     | Consumer loans - other direct           |                        |   | 19,104        |           |              |   | 22,394        |           |  |   | 23,278    |          
|                     | Consumer loans - other indirect         |                        |   | 1,716         |           |              |   | 6,392         |           |  |   | 9,505     |          
|Loans held for sale: |                                         |                        |   |               |           |              |   |               |           |  |   |          
|                     | Residential                             |                        |   | 3,022         |           |              |   |              |           |  |   |          |          
|                     | Commercial syndications                 |                        |   | 7,312         |           |              |   | 14,499        |           |  |   | 16,873    |          
|                     |                                         |                        |   |               |           |              |   |               |           |  |   |           |          
|                     |                                         | Total gross loans      |   |               | 4,407,335 |              |   |               | 3,935,554 |  |   |           | 4,123,810 | 
|                     |                                         |                        |   |               |           |              |   |               |           |  |   |          
|Adjustments:         |                                         |                        |   |               |           |              |   |               |           |  |   |          
|                     | Undisbursed portion of loans in
process |                        |   | (621,674      | )         |              |   | (511,861      | )         |  |   | (447,326  | )        
|                     | Premiums related to purchased loans     |                        |   | 8,172         |           |              |   | 2,159         |           |  |   | 338       |          
|                     | Deferred fees                           |                        |   | (5,993        | )         |              |   | (5,200        | )         |  |   | (3,814    | )        
|                     | Allowance for loan losses               |                        |   | (48,202       | )         |              |   | (48,022       | )         |  |   | (45,602   | )        
|                     |                                         |                        |   |               |           |              |   |               |           |  |   |           |          
|                     |                                         | Loans receivable  net |   | $             | 3,739,638 |              |   | $             | 3,372,630 |  |   | $         | 3,627,406 | 
|                     |                                         |                        |   |               |           |              |   |               |           |  |   |          

7. Real Estate Held for Development and Sale

Real estate held for development and sale consisted of the combined
activities of Levitt and its subsidiaries as well as the activities of a 50%
owned real estate joint venture (Riverclub) in which the Company is the
primary beneficiary as defined by Financial Accounting Standards Board
Interpretation No. 46 (FIN No. 46). Riverclub was acquired in connection
with the acquisition of Community Savings Bankshares, Inc. (Community) in
March 2002. As a consequence of the implementation of FIN No. 46 on July 1,
2003, the Company consolidated Riverclub in its financial statements effective
January 1, 2003. In periods prior to 2003, Riverclub was accounted for on the
equity method. The purpose of the Riverclub joint venture is to develop 199
single-family homes, condominium units and duplexes that are located in Indian
River County, Florida. The Riverclub joint venture had total assets of $25.3
million and construction loans from unrelated lenders of $2.9 million at
September 30, 2003. The loans are collateralized by specific single family
homes or duplexes.

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BankAtlantic Bancorp, Inc.

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

|                                    |  |               |         |              |  |               |         |  |  |   |         | 
|----------------------------------- |  | ------------- | ------- | ------------ |  | ------------- | ------- |  |  | - | ------- | 
|                                    |  | September 30, |         | December 31, |  | September 30,
|                                    |  | 2003          |         | 2002         |  | 2002         
|                                    |  |               |         |              |  |              
|Land and land
development costs (1) |  | $             | 175,691 |              |  | $             | 161,826 |  |  | $ | 161,005 | 
|Construction costs (2)              |  |               | 63,377  |              |  |               | 23,412  |  |  |   | 27,040  | 
|Other costs                         |  |               | 14,805  |              |  |               | 12,888  |  |  |   | 9,956   | 
|Other (3)                           |  |               | 3,047   |              |  |               | 2,057   |  |  |   | 2,057   | 
|                                    |  |               |         |              |  |               |         |  |  |   |         | 
|                                    |  | $             | 256,920 |              |  | $             | 200,183 |  |  | $ | 200,058 | 
|                                    |  |               |         |              |  |               |         |  |  |   |         | 



| | (1) |  | Included in land and land development costs at September 30,
2003 was $9.2 million of costs associated with Riverclub. No amounts
associated with Riverclub were included at December 31, 2002.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Included in construction costs at September 30, 2003 was $15.7
million of costs associated with Riverclub. No amounts associated
with Riverclub were included at December 31, 2002.            
|
| | (3) |  | During 2003, the Company relocated a branch, transferred the
real estate associated with the closed branch to real estate held for
sale and recognized an impairment loss of $257,000.         

The components of gains on sales of real estate developed for sale were as
follows (in thousands):

|                                   |  |                      |        |                     |  |      |        |      |  |  |         |  |  |   |         | 
|---------------------------------- |  | -------------------- | ------ | ------------------- |  | ---- | ------ | ---- |  |  | ------- |  |  | - | ------- | 
|                                   |  | For the Three Months |        | For the Nine Months
|                                   |  | Ended September 30,  |        | Ended September 30,
|                                   |  |                      |        |                    
|                                   |  | 2003                 |        | 2002                |  | 2003 |        | 2002
|                                   |  |                      |        |                     |  |      |        |     
|Sales of real estate               |  | $                    | 67,083 |                     |  | $    | 40,981 |      |  |  | 200,702 |  |  | $ | 125,697 | 
|Cost of sales                      |  |                      | 48,190 |                     |  |      | 32,356 |      |  |  | 144,537 |  |  |   | 94,569  | 
|                                   |  |                      |        |                     |  |      |        |      |  |  |         |  |  |   |         | 
|Income from real
estate operations |  |                      | 18,893 |                     |  |      | 8,625  |      |  |  | 56,165  |  |  |   | 31,128  | 
|                                   |  |                      |        |                     |  |      |        |      |  |  |         |  |  |   |         | 

8. Investments in unconsolidated subsidiaries

The Companys investment and advances to unconsolidated subsidiaries
consisted of the following (in thousands):

|                                          |  |               |         |              |  |               |         |   |  |   |         | 
|----------------------------------------- |  | ------------- | ------- | ------------ |  | ------------- | ------- | - |  | - | ------- | 
|                                          |  | September 30, |         | December 31, |  | September 30,
|                                          |  | 2003          |         | 2002         |  | 2002         
|                                          |  |               |         |              |  |              
|Investment in Bluegreen Corporation       |  | $             | 68,265  |              |  | $             | 60,695  |   |  | $ | 59,995  | 
|Advances to real estate joint ventures    |  |               | 23,899  |              |  |               | 51,954  |   |  |   | 51,064  | 
|Investments in real estate joint ventures |  |               | 2,565   |              |  |               | (50     | ) |  |   | 397     | 
|Investment in trusts                      |  |               | 7,861   |              |  |               |        |   |  |   |        | 
|                                          |  |               |         |              |  |               |         |   |  |   |         | 
|Investment in unconsolidated subsidiaries |  | $             | 102,590 |              |  | $             | 112,599 |   |  | $ | 111,456 | 
|                                          |  |               |         |              |  |               |         |   |  |   |         | 

In prior periods, the Company formed eleven statutory business trusts
(trusts) in order to issue trust preferred securities. The Company
consolidated these statutory business trusts in all periods prior to January 1,
2003. Upon the implementation of FIN No. 46, the Company deconsolidated these
trusts effective January 1, 2003. The deconsolidation resulted in an increase
in junior subordinated debentures on the Companys statement of financial
condition with a corresponding increase in investments in unconsolidated
subsidiaries.

Included in advances to real estate joint ventures and investments in real
estate joint ventures at December 31, 2002 was $26.5 million and ($2.9)
million, respectively, associated with the Riverclub joint venture. Included
in advances to real estate joint ventures and investments in real estate joint
ventures at September 30, 2002 was $24.9 million and ($3.1) million,
respectively, associated with the Riverclub joint venture. As previously
indicated, the Company consolidated the Riverclub joint venture effective
January 1, 2003.

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BankAtlantic Bancorp, Inc.

The components of earnings associated with investments and advances to
unconsolidated subsidiaries consisted of the following:

|                                                   |  |                      |       |                     |  |      |       |      |  |   |       |   |  |   |       | 
|-------------------------------------------------- |  | -------------------- | ----- | ------------------- |  | ---- | ----- | ---- |  | - | ----- | - |  | - | ----- | 
|                                                   |  | For the Three Months |       | For the Nine Months
|                                                   |  | Ended September 30,  |       | Ended September 30,
|                                                   |  |                      |       |                    
|(In thousands)                                     |  | 2003                 |       | 2002                |  | 2003 |       | 2002
|                                                   |  |                      |       |                     |  |      |       |     
|Equity in Bluegreens earnings                     |  | $                    | 3,868 |                     |  | $    | 1,427 |      |  | $ | 6,308 |   |  | $ | 3,168 | 
|Equity in earnings from real estate
joint ventures |  |                      | (16   | )                   |  |      | 227   |      |  |   | (96   | ) |  |   | 2,166 | 
|Equity in earnings from unconsolidated
trusts      |  |                      | 117   |                     |  |      |      |      |  |   | 313   |   |  |   |      | 
|                                                   |  |                      |       |                     |  |      |       |      |  |   |       |   |  |   |       | 
|Income from unconsolidated
subsidiaries            |  | $                    | 3,969 |                     |  | $    | 1,654 |      |  | $ | 6,525 |   |  | $ | 5,334 | 
|                                                   |  |                      |       |                     |  |      |       |      |  |   |       |   |  |   |       | 

The following table provides the Condensed Combined Statements of
Financial Condition and Condensed Combined Statements of Operations for the
trusts.

|                                        |                   |      |               |         | 
|--------------------------------------- | ----------------- | ---- | ------------- | ------- | 
|                                        |                   |      | September 30,
|(In thousands)                          |                   | 2003
|                                        |                   |     
|Statement of Financial Condition        |                   |      |               |        
|Junior subordinated debentures          |                   | $    | 263,218       |        
|Other assets                            |                   |      | 634           |        
|                                        |                   |      |               |        
|                                        | Total assets      |      | $             | 263,852 | 
|                                        |                   |      |               |        
|Trust preferred securities              |                   | $    | 255,375       |        
|Other liabilities                       |                   |      | 616           |        
|                                        |                   |      |               |        
|                                        | Total liabilities |      |               | 255,991 | 
|Common securities                       |                   |      | 7,861         |        
|                                        |                   |      |               |        
|Total liabilities and common
securities |                   | $    | 263,852       |        
|                                        |                   |      |               |        

|                        |  |                          |       |                          |  |   |        | 
|----------------------- |  | ------------------------ | ----- | ------------------------ |  | - | ------ | 
|                        |  | For the Three Months     |       | For the Nine Months     
|                        |  | Ended September 30, 2003 |       | Ended September 30, 2003
|                        |  |                          |       |                         
|Statement of Operations |  |                          |       |                          |  |   |        | 
|Interest income         |  | $                        | 3,914 |                          |  | $ | 10,601 | 
|Interest expense        |  |                          | 3,797 |                          |  |   | 10,288 | 
|                        |  |                          |       |                          |  |   |        | 
|Net income              |  | $                        | 117   |                          |  | $ | 313    | 
|                        |  |                          |       |                          |  |   |        | 

9. Derivatives

The following table outlines the notional amount and fair value of the
Companys derivatives outstanding at September 30, 2003 (in thousands):

|                                                       |  |          |        |            |  |        |        |             |  |             |      |             |  |             |  |  |          |  |  | 
|------------------------------------------------------ |  | -------- | ------ | ---------- |  | ------ | ------ | ----------- |  | ----------- | ---- | ----------- |  | ----------- |  |  | -------- |  |  | 
|                                                       |  |          |        |            |  |        |        |             |  | Paying      |      | Receiving   |  |             |  | 
|                                                       |  | Notional |        |            |  |        |        | Index/Fixed |  | Index/Fixed |      | Termination
|                                                       |  | Amount   |        | Fair Value |  | Amount |        | Amount      |  | Date       
|                                                       |  |          |        |            |  |        |        |             |  |            
|Five year pay fixed swaps                              |  | $        | 25,000 |            |  | $      | (2,131 | )           |  |             | 5.73 | %           |  | 3 mo. LIBOR |  |  | 1/5/06   | 
|Three year pay fixed swaps                             |  | $        | 25,000 |            |  | $      | (284   | )           |  |             | 5.81 | %           |  | 3 mo. LIBOR |  |  | 12/28/03 | 
|                                                       |  |          |        |            |  |        |        |             |  |             |      |             |  |             |  |  |          | 
|Forward contract to purchase
adjustable rate mortgages |  | $        | 12,697 |            |  | $      | 2      |             |  |             |      |             |  |             |  |  |          |  |  | 
|                                                       |  |          |        |            |  |        |        |             |  |             |      |             |  |             |  |  |          |  |  | 

The above interest rate swap contracts were originated in prior periods to
hedge the variable cash flows relating to forecasted interest payments on
certain variable rate FHLB advances. The Companys risk management strategy
was to fix the variability of cash outflows on floating rate advances at a rate
of 5.09%. The changes in fair value of the interest rate swap contracts
designated as cash flow hedges were recorded in other comprehensive income and
the receivables and payables from

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BankAtlantic Bancorp, Inc.

the swap contracts were recorded as an
adjustment to interest expense on FHLB advances in the Companys Statements of
Operations for the three and nine months ended September 30, 2003 and 2002.
The Company expects $122,000 of comprehensive income included in stockholders
equity at September 30, 2003 associated with interest rate swaps to be
reclassified into earnings within the next twelve months.

During the year ended December 31, 2000, the Company entered into a
forward contract to purchase the underlying collateral from a government agency
pool of securities in May 2005. The underlying collateral is five year hybrid
adjustable rate mortgage loans that will adjust annually after May 2005. The
forward contract is held for trading purposes and recorded at fair value.

The asset and liability committee monitors the Companys interest rate
risk. Based on the committees on-going review, it was determined that fixed
rate FHLB advances that mature within six months were at rates significantly
above market, and the Companys net interest margin would improve if these
advances were repaid. During September 2003, the Company repaid $185 million
of FHLB advances and incurred a pre-payment penalty of $2.0 million.
Additionally, the Company also settled a $25 million notional amount interest
rate swap for a $234,000 loss.

10. Segment Reporting

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

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

|                   |  |                                                                                                                                                                                             
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reportable Segment |  | Operating Segments Aggregated                                                                                                                                                               
|                   |  |                                                                                                                                                                                             
|Bank Investments   |  | Investments, tax certificates, residential
loans purchased, CRA lending and real estate capital services                                                                                    
|                   |  |                                                                                                                                                                                             
|Commercial Banking |  | Commercial lending, syndications, international,
lease finance, trade finance and a real estate joint venture
development                                                                   
|                   |  |                                                                                                                                                                                             
|Community Banking  |  | Indirect and direct consumer lending, small business
lending and ATM operations                                                                                                             
|                   |  |                                                                                                                                                                                             
|Levitt Corporation |  | Real estate and joint venture operations                                                                                                                                                    
|                   |  |                                                                                                                                                                                             
|Ryan Beck          |  | Investment banking and brokerage operations                                                                                                                                                 
|                   |  |                                                                                                                                                                                             
|Parent Company     |  | BankAtlantic Bancorps operations, costs of
acquisitions, financing of acquisitions, equity earnings from the
parent companys 5% investment in Bluegreen Corporation and
equity investments

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

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BankAtlantic Bancorp, Inc.

The Company evaluates segment performance based on net income after tax.
The table below is segment information for income from continuing operations
for the three months ended September 30, 2003 and 2002:

|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|--------------------------------------- |  | ---------- | --------- | ----------- |  | --------- | ------- | ------- |  | ------- | ------- | ----------- |  | ------- | ------- | - |  | - | ------- | - |  | - | --------- | -
|                                        |  | Bank       |           | Levitt      |  |           |         |         |  | Parent  |         | Elimination |  | Segment
|(In thousands)                          |  | Operations |           | Corporation |  | Ryan Beck |         | Company |  | Entries |         | Total      
|                                        |  |            |           |             |  |           |         |         |  |         |         |            
|2003                                    |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|Interest income                         |  | $          | 60,133    |             |  | $         | 190     |         |  | $       | 2,892   |             |  | $       | 437     |   |  | $ | (660    | ) |  | $ | 62,992    |  
|Interest expense                        |  |            | (23,574   | )           |  |           | 16      |         |  |         | (277    | )           |  |         | (4,113  | ) |  |   | 360     |   |  |   | (27,588   | )
|Provision for loan losses               |  |            | 1,076     |             |  |           |        |         |  |         |        |             |  |         |        |   |  |   |        |   |  |   | 1,076     |  
|Non-interest income                     |  |            | 17,154    |             |  |           | 22,477  |         |  |         | 50,550  |             |  |         | 719     |   |  |   | 278     |   |  |   | 91,178    |  
|Non-interest expense                    |  |            | (39,165   | )           |  |           | (10,203 | )       |  |         | (48,748 | )           |  |         | (586    | ) |  |   | 22      |   |  |   | (98,680   | )
|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|Segment profits and
Losses before taxes |  |            | 15,624    |             |  |           | 12,480  |         |  |         | 4,417   |             |  |         | (3,543  | ) |  |   |        |   |  |   | 28,978    |  
|Provision for income
taxes              |  |            | (5,675    | )           |  |           | (4,820  | )       |  |         | (1,522  | )           |  |         | 1,241   |   |  |   |        |   |  |   | (10,776   | )
|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|Segment net income (loss)               |  | $          | 9,949     |             |  | $         | 7,660   |         |  | $       | 2,895   |             |  | $       | (2,302  | ) |  | $ |        |   |  | $ | 18,202    |  
|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|Segment average assets                  |  | $          | 5,019,517 |             |  | $         | 349,187 |         |  | $       | 180,844 |             |  | $       | 88,009  |   |  | $ | (57,860 | ) |  | $ | 5,579,697 |  
|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|2002                                    |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|Interest income                         |  | $          | 79,244    |             |  | $         | 221     |         |  | $       | 2,607   |             |  | $       | 479     |   |  | $ | (891    | ) |  | $ | 81,660    |  
|Interest expense                        |  |            | (34,549   | )           |  |           | (70     | )       |  |         | (342    | )           |  |         | (4,790  | ) |  |   | 348     |   |  |   | (39,403   | )
|Provision for loan losses               |  |            | (2,082    | )           |  |           |        |         |  |         |        |             |  |         |        |   |  |   |        |   |  |   | (2,082    | )
|Non-interest income                     |  |            | 13,309    |             |  |           | 9,633   |         |  |         | 43,631  |             |  |         | 493     |   |  |   | 532     |   |  |   | 67,598    |  
|Non-interest expense                    |  |            | (34,286   | )           |  |           | (6,948  | )       |  |         | (46,709 | )           |  |         | (172    | ) |  |   | 11      |   |  |   | (88,104   | )
|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|Segment profits and
losses before taxes |  |            | 21,636    |             |  |           | 2,836   |         |  |         | (813    | )           |  |         | (3,990  | ) |  |   |        |   |  |   | 19,669    |  
|Provision for income
taxes              |  |            | (7,503    | )           |  |           | (336    | )       |  |         | 508     |             |  |         | 1,336   |   |  |   |        |   |  |   | (5,995    | )
|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|Segment net income (loss)               |  | $          | 14,133    |             |  | $         | 2,500   |         |  | $       | (305    | )           |  | $       | (2,654  | ) |  | $ |        |   |  | $ | 13,674    |  
|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  
|Segment average assets                  |  | $          | 5,279,902 |             |  | $         | 283,637 |         |  | $       | 219,932 |             |  | $       | 101,358 |   |  | $ | (88,047 | ) |  | $ | 5,796,782 |  
|                                        |  |            |           |             |  |           |         |         |  |         |         |             |  |         |         |   |  |   |         |   |  |   |           |  

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BankAtlantic Bancorp, Inc.

The Company evaluates segment performance based on net income after tax.
The table below is segment information for income from continuing operations
for the nine months ended September 30, 2003 and 2002:

|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|--------------------------------------- |  | ---------- | --------- | ----------- |  | --------- | ------- | ------- |  | ------- | -------- | ----------- |  | ------- | ------- | - |  | - | -------- | - |  | - | --------- | -
|                                        |  | Bank       |           | Levitt      |  |           |         |         |  | Parent  |          | Elimination |  | Segment
|(In thousands)                          |  | Operations |           | Corporation |  | Ryan Beck |         | Company |  | Entries |          | Total      
|                                        |  |            |           |             |  |           |         |         |  |         |          |            
|2003                                    |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|Interest income                         |  | $          | 194,399   |             |  | $         | 651     |         |  | $       | 7,390    |             |  | $       | 1,399   |   |  | $ | (2,279   | ) |  | $ | 201,560   |  
|Interest expense                        |  |            | (77,625   | )           |  |           | (234    | )       |  |         | (1,018   | )           |  |         | (12,213 | ) |  |   | 1,303    |   |  |   | (89,787   | )
|Provision for loan losses               |  |            | (1,264    | )           |  |           |        |         |  |         |         |             |  |         |        |   |  |   |         |   |  |   | (1,264    | )
|Non-interest income                     |  |            | 53,762    |             |  |           | 56,631  |         |  |         | 154,735  |             |  |         | 1,359   |   |  |   | 906      |   |  |   | 267,393   |  
|Non-interest expense                    |  |            | (116,152  | )           |  |           | (28,835 | )       |  |         | (152,099 | )           |  |         | (3,377  | ) |  |   | 70       |   |  |   | (300,393  | )
|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|Segment profits and
losses
before taxes |  |            | 53,120    |             |  |           | 28,213  |         |  |         | 9,008    |             |  |         | (12,832 | ) |  |   |         |   |  |   | 77,509    |  
|Provision for income
taxes              |  |            | (18,809   | )           |  |           | (10,892 | )       |  |         | (3,365   | )           |  |         | 4,489   |   |  |   |         |   |  |   | (28,577   | )
|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|Segment net income (loss)               |  | $          | 34,311    |             |  | $         | 17,321  |         |  | $       | 5,643    |             |  | $       | (8,343  | ) |  | $ |         |   |  | $ | 48,932    |  
|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|Segment average assets                  |  | $          | 5,083,986 |             |  | $         | 327,664 |         |  | $       | 215,331  |             |  | $       | 86,149  |   |  | $ | (89,633  | ) |  | $ | 5,623,497 |  
|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|2002                                    |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|Interest income                         |  | $          | 225,968   |             |  | $         | 1,019   |         |  | $       | 5,451    |             |  | $       | 1,244   |   |  | $ | (2,456   | ) |  | $ | 231,226   |  
|Interest expense                        |  |            | (101,532  | )           |  |           | (384    | )       |  |         | (1,046   | )           |  |         | (12,635 | ) |  |   | 1,356    |   |  |   | (114,241  | )
|Provision for loan losses               |  |            | (10,786   | )           |  |           |        |         |  |         |         |             |  |         |        |   |  |   |         |   |  |   | (10,786   | )
|Non-interest income                     |  |            | 36,205    |             |  |           | 35,031  |         |  |         | 91,490   |             |  |         | (14,363 | ) |  |   | 1,091    |   |  |   | 149,454   |  
|Non-interest expense                    |  |            | (98,889   | )           |  |           | (20,737 | )       |  |         | (101,613 | )           |  |         | (3,517  | ) |  |   | 9        |   |  |   | (224,747  | )
|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|Segment profits and
losses
before taxes |  |            | 50,966    |             |  |           | 14,929  |         |  |         | (5,718   | )           |  |         | (29,271 | ) |  |   |         |   |  |   | 30,906    |  
|Provision for income
taxes              |  |            | (17,711   | )           |  |           | (3,675  | )       |  |         | 2,313    |             |  |         | 10,245  |   |  |   |         |   |  |   | (8,828    | )
|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|Segment net income (loss)               |  | $          | 33,255    |             |  | $         | 11,254  |         |  | $       | (3,405   | )           |  | $       | (19,026 | ) |  | $ |         |   |  | $ | 22,078    |  
|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  
|Segment average assets                  |  | $          | 4,942,971 |             |  | $         | 254,231 |         |  | $       | 179,363  |             |  | $       | 104,768 |   |  | $ | (123,477 | ) |  | $ | 5,357,856 |  
|                                        |  |            |           |             |  |           |         |         |  |         |          |             |  |         |         |   |  |   |          |   |  |   |           |  

The changes in the carrying amounts of goodwill for the nine months ended
September 30, 2003 were as follows:

|                                             |  |            |        |             |  |           |   |         |  |        |        |         |  |   |       |  |  |   |        |  
|-------------------------------------------- |  | ---------- | ------ | ----------- |  | --------- | - | ------- |  | ------ | ------ | ------- |  | - | ----- |  |  | - | ------ | -
|                                             |  | Bank       |        | Levitt      |  |           |   |         |  | Parent |        | Segment
|(In thousands)                               |  | Operations |        | Corporation |  | Ryan Beck |   | Company |  | Total 
|                                             |  |            |        |             |  |           |   |         |  |       
|Balance as of December 31, 2002              |  | $          | 71,224 |             |  | $         |  |         |  | $      | 1,658  |         |  | $ | 5,730 |  |  | $ | 78,612 |  
|Adjustments:                                 |  |            |        |             |  |           |   |         |  |        |        |         |  |   |       |  |  |   |        |  
|Allowance for Community
Loan losses acquired |  |            | (734   | )           |  |           |  |         |  |        |       |         |  |   |      |  |  |   | (734   | )
|Sale of Cumberland Advisors,
Inc.            |  |            |       |             |  |           |  |         |  |        | (1,204 | )       |  |   |      |  |  |   | (1,204 | )
|                                             |  |            |        |             |  |           |   |         |  |        |        |         |  |   |       |  |  |   |        |  
|Balance as of September 30,
2003             |  | $          | 70,490 |             |  | $         |  |         |  | $      | 454    |         |  | $ | 5,730 |  |  | $ | 76,674 |  
|                                             |  |            |        |             |  |           |   |         |  |        |        |         |  |   |       |  |  |   |        |  

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BankAtlantic Bancorp, Inc.

Bank Operations consists of three reportable segments. The table below is
segment information for the three months ended September 30, 2003 and 2002
associated with the three Bank Operations reportable segments:

|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|--------------------------------------- |  | -------------------------- | --------- | ---------- |  | --------- | --------- | -------- |  | - | ------- | - |  | - | --------- | -
|                                        |  | For the Three Months Ended
|                                        |  | Bank Operations           
|                                        |  |                           
|                                        |  | Bank                       |           | Commercial |  | Community |           | Bank Ops
|                                        |  | Investments                |           | Banking    |  | Banking   |           | Total   
|(In thousands)                          |  |                            |           |            |  |           |           |         
|2003                                    |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Interest income                         |  | $                          | 27,251    |            |  | $         | 26,353    |          |  | $ | 6,529   |   |  | $ | 60,133    |  
|Interest expense and overhead           |  |                            | (21,704   | )          |  |           | (11,421   | )        |  |   | (3,043  | ) |  |   | (36,168   | )
|Provision for loan losses               |  |                            | 741       |            |  |           | (675      | )        |  |   | 1,010   |   |  |   | 1,076     |  
|Direct non-interest income              |  |                            | (29       | )          |  |           | 629       |          |  |   | 2,726   |   |  |   | 3,326     |  
|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment profits and losses
before taxes |  |                            | 221       |            |  |           | 11,961    |          |  |   | 3,442   |   |  |   | 15,624    |  
|Provision for income taxes              |  |                            | (80       | )          |  |           | (4,345    | )        |  |   | (1,250  | ) |  |   | (5,675    | )
|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment net income (loss)               |  | $                          | 141       |            |  | $         | 7,616     |          |  | $ | 2,192   |   |  | $ | 9,949     |  
|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment average assets (1)              |  | $                          | 2,422,489 |            |  | $         | 1,834,700 |          |  | $ | 488,791 |   |  | $ | 4,745,980 |  
|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|2002                                    |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Interest income                         |  | $                          | 43,915    |            |  | $         | 28,493    |          |  | $ | 6,836   |   |  | $ | 79,244    |  
|Interest expense and overhead           |  |                            | (29,890   | )          |  |           | (16,099   | )        |  |   | (4,053  | ) |  |   | (50,042   | )
|Provision for loan losses               |  |                            | 168       |            |  |           | (1,059    | )        |  |   | (1,191  | ) |  |   | (2,082    | )
|Direct non-interest income              |  |                            | 1,803     |            |  |           | 505       |          |  |   | 2,521   |   |  |   | 4,829     |  
|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment profits and losses
before taxes |  |                            | 14,413    |            |  |           | 7,616     |          |  |   | (393    | ) |  |   | 21,636    |  
|Provision for income taxes              |  |                            | (4,998    | )          |  |           | (2,641    | )        |  |   | 136     |   |  |   | (7,503    | )
|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment net income (loss)               |  | $                          | 9,415     |            |  | $         | 4,975     |          |  | $ | (257    | ) |  | $ | 14,133    |  
|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment average assets (1)              |  | $                          | 2,801,826 |            |  | $         | 1,725,521 |          |  | $ | 434,370 |   |  | $ | 4,961,717 |  
|                                        |  |                            |           |            |  |           |           |          |  |   |         |   |  |   |           |  

(1)  Segment average assets exclude Bank operation overhead assets such as
property and equipment and assets that benefit multiple reportable segments.

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BankAtlantic Bancorp, Inc.

Bank Operations consists of three reportable segments. The table below is
segment information for the nine months ended September 30, 2003 and 2002
associated with the three Bank Operations reportable segments:

|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|--------------------------------------- |  | ------------------------- | --------- | ---------- |  | --------- | --------- | -------- |  | - | ------- | - |  | - | --------- | -
|                                        |  | For the Nine Months Ended
|                                        |  | Bank Operations          
|                                        |  |                          
|                                        |  | Bank                      |           | Commercial |  | Community |           | Bank Ops
|                                        |  | Investments               |           | Banking    |  | Banking   |           | Total   
|(In thousands)                          |  |                           |           |            |  |           |           |         
|2003                                    |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Interest income                         |  | $                         | 97,768    |            |  | $         | 77,194    |          |  | $ | 19,437  |   |  | $ | 194,399   |  
|Interest expense and overhead           |  |                           | (72,232   | )          |  |           | (37,921   | )        |  |   | (10,407 | ) |  |   | (120,560  | )
|Provision for loan losses               |  |                           | 398       |            |  |           | (3,300    | )        |  |   | 1,638   |   |  |   | (1,264    | )
|Direct non-interest income              |  |                           | 91        |            |  |           | 3,459     |          |  |   | 7,752   |   |  |   | 11,302    |  
|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment profits and losses
before taxes |  |                           | 13,422    |            |  |           | 31,742    |          |  |   | 7,956   |   |  |   | 53,120    |  
|Provision for income taxes              |  |                           | (4,702    | )          |  |           | (11,280   | )        |  |   | (2,827  | ) |  |   | (18,809   | )
|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment net income (loss)               |  | $                         | 8,720     |            |  | $         | 20,462    |          |  | $ | 5,129   |   |  | $ | 34,311    |  
|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment average assets (1)              |  | $                         | 2,568,704 |            |  | $         | 1,752,559 |          |  | $ | 480,203 |   |  | $ | 4,801,466 |  
|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|2002                                    |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Interest income                         |  | $                         | 127,792   |            |  | $         | 79,330    |          |  | $ | 18,846  |   |  | $ | 225,968   |  
|Interest expense and overhead           |  |                           | (88,252   | )          |  |           | (45,844   | )        |  |   | (11,232 | ) |  |   | (145,328  | )
|Provision for loan losses               |  |                           | 27        |            |  |           | (9,207    | )        |  |   | (1,606  | ) |  |   | (10,786   | )
|Direct non-interest income              |  |                           | 5,092     |            |  |           | 1,885     |          |  |   | 7,248   |   |  |   | 14,225    |  
|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment profits and losses
before taxes |  |                           | 36,752    |            |  |           | 15,970    |          |  |   | (1,756  | ) |  |   | 50,966    |  
|Provision for income taxes              |  |                           | (12,887   | )          |  |           | (5,345    | )        |  |   | 521     |   |  |   | (17,711   | )
|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment net income (loss)               |  | $                         | 23,865    |            |  | $         | 10,625    |          |  | $ | (1,235  | ) |  | $ | 33,255    |  
|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  
|Segment average assets (1)              |  | $                         | 2,708,604 |            |  | $         | 1,645,518 |          |  | $ | 403,012 |   |  | $ | 4,757,134 |  
|                                        |  |                           |           |            |  |           |           |          |  |   |         |   |  |   |           |  

(1)  Segment average assets exclude Bank operation overhead assets such as
property and equipment and assets that benefit multiple reportable segments.

The changes in the carrying amounts of goodwill for the nine months ended
September 30, 2003 were as follows:

|                                             |  |                 |        |            |  |           |        |          |  |   |     |  |  |   |        |  
|-------------------------------------------- |  | --------------- | ------ | ---------- |  | --------- | ------ | -------- |  | - | --- |  |  | - | ------ | -
|                                             |  | Bank Operations
|                                             |  |                
|                                             |  | Bank            |        | Commercial |  | Community |        | Bank Ops
|                                             |  | Investments     |        | Banking    |  | Banking   |        | Total   
|(In thousands)                               |  |                 |        |            |  |           |        |         
|Balance as of December 31, 2002              |  | $               | 34,322 |            |  | $         | 35,977 |          |  | $ | 925 |  |  | $ | 71,224 |  
|Allowance for Community loan
losses acquired |  |                 |       |            |  |           | (734   | )        |  |   |    |  |  |   | (734   | )
|                                             |  |                 |        |            |  |           |        |          |  |   |     |  |  |   |        |  
|Balance as of September 30, 2003             |  | $               | 34,322 |            |  | $         | 35,243 |          |  | $ | 925 |  |  | $ | 70,490 |  
|                                             |  |                 |        |            |  |           |        |          |  |   |     |  |  |   |        |  

11. Transitional Goodwill Impairment Evaluation

In connection with the transitional goodwill impairment evaluation
required under FASB Statement 142, the Company performed an assessment of
whether there was an indication that goodwill was impaired as of January 1,
2002, the date of adoption. The fair values of all reporting units, except for
the Ryan Beck reportable segment, exceeded their respective carrying amounts at
the adoption date. For the Ryan Beck reportable segment, a $15.1 million
impairment loss (net of a $1.2 million tax benefit) was recorded effective as
of January 1, 2002 as a cumulative effect of a change in accounting principle.

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##### Table of Contents



BankAtlantic Bancorp, Inc.

12. Financial instruments with off-balance sheet risk

Financial instruments with off-balance sheet risk were:

|                                                                                    |  |                |           |              |  |   |           | 
|----------------------------------------------------------------------------------- |  | -------------- | --------- | ------------ |  | - | --------- | 
|                                                                                    |  | September 30,  |           | December 31,
|                                                                                    |  |                |           |             
|                                                                                    |  | 2003           |           | 2002        
|                                                                                    |  |                |           |             
|                                                                                    |  | (In thousands)
|Commitment to sell residential loans                                                |  | $              | 21,040    |              |  | $ | 88        | 
|Forward contract to purchase mortgage-backed
securities                             |  |                | 12,697    |              |  |   | 39,128    | 
|Commitments to purchase other investment securities                                 |  |                |          |              |  |   | 200       | 
|Commitments to purchase variable rate residential
loans                             |  |                | 1,768     |              |  |   | 300,643   | 
|Commitments to extend credit, including the
undisbursed
portion of loans in process |  |                | 1,373,000 |              |  |   | 1,126,384 | 
|Standby letters of credit                                                           |  |                | 22,680    |              |  |   | 35,927    | 
|Commercial lines of credit                                                          |  |                | 145,228   |              |  |   | 209,708   | 

Standby letters of credit are conditional commitments issued by
BankAtlantic to guarantee the performance of a customer to a third party.
BankAtlantic standby letters of credit are generally issued to customers in the
construction industry to guarantee project performance. These types of standby
letters of credit had a maximum exposure of $16.1 million at September 30,
2003. BankAtlantic also issues standby letters of credit to commercial lending
customers to guarantee the payment of goods and services. These types of
standby letters of credit had a maximum exposure of $6.6 million at September
30, 2003. These guarantees are primarily issued to support public and private
borrowing arrangements and have maturities of one year or less. The credit
risk involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers. BankAtlantic may hold
certificates of deposit and residential and commercial liens as collateral for
such commitments which are collateralized similar to other types of borrowings.

Levitt together with its joint venture partners have provided guarantees
on indebtedness to joint ventures accounted for under the equity method of
accounting. The guarantees were required to obtain joint venture financing.
Levitt and its joint venture partners would be required to perform on their
guarantees if the joint ventures default on the various loan agreements. At
September 30, 2003 and December 31, 2002, Levitt had guaranteed $24.9 million
and $26.2 million, respectively, of joint venture debt. Included in these
guarantees were $23.2 million and $23.9 million of loans from BankAtlantic.
Levitts management believes that based on the loans collateral, no payments
will be required under the guarantees.

13. Acquisitions and Sales of Subsidiaries

On April 26, 2002 Ryan Beck acquired certain of the assets and assumed
certain of the liabilities of Gruntal & Co., LLC (Gruntal) and acquired all
of the membership interests in GMS. The consideration provided by Ryan Beck
for this transaction was the assumption of a note payable related to furniture
and equipment in the Gruntal offices, assumption of non-cancelable leases
associated with the Gruntal offices acquired, obligations owed to financial
consultants participating in Gruntals deferred compensation plan that accepted
employment with Ryan Beck, and the payment of $6.0 million in cash. Gruntal
filed for bankruptcy protection under Chapter 11 of the Federal Bankruptcy Laws
in October 2002. Ryan Beck has been named as a defendant in a number of
arbitration claims filed by former Gruntal clients whose claims arose prior to
the Gruntal transaction based on allegations that Ryan Beck is the successor
to Gruntal. Ryan Beck has also been sued by a former Gruntal employee seeking
a declaratory judgment that Ryan Beck is liable for all pre-April 26, 2002
claims against Gruntal whether pending or filed in the future. This action was
stayed by the court pursuant to an order dated August 1, 2003, until the
resolution of the Gruntal bankruptcy proceedings. Ryan Beck did not assume any
of these liabilities in connection with these transactions and has filed a
Proof of Claim with the Bankruptcy Court in the amount of $43.9 million
asserting its right to indemnification from Gruntal under the asset purchase
agreement for the costs of defending the above-referenced claims as well as any
liability that may be assessed against Ryan Beck in such matters. For further
information see Legal Proceedings in the Companys Annual Report on Form 10-K
for the year ended December 31, 2002.

On March 22, 2002 BankAtlantic acquired Community Savings Bankshares Inc.,
the parent company of Community Savings, F.A. (Community), for $170.8 million
in cash and immediately merged Community into BankAtlantic. The fair value of
Communitys assets acquired and liabilities assumed is included in the
Companys statement of financial condition and Communitys results of
operations have been included in the Companys consolidated financial
statements since March 22, 2002.

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##### Table of Contents



BankAtlantic Bancorp, Inc.

The following table summarizes the fair value of assets acquired and
liabilities assumed in connection with the acquisition of Community and the
Gruntal transaction effective March 22, 2002 and April 26, 2002, respectively
(in thousands):

|                                            |                                   |   |           |         |         |   |         |         |  |   |          |           | 
|------------------------------------------- | --------------------------------- | - | --------- | ------- | ------- | - | ------- | ------- |  | - | -------- | --------- | 
|                                            |                                   |   | Community |         | Gruntal |   | Total  
|                                            |                                   |   |           |         |         |   |        
|Cash and interest earning deposits          |                                   | $ | 124,977   |         |         | $ | 886     |         |  | $ | 125,863  |          
|Securities available for sale               |                                   |   | 79,768    |         |         |   |        |         |  |   | 112,914  |          
|Trading securities                          |                                   |   |          |         |         |   | 151,909 |         |  |   | 118,763  |          
|Loans receivable, net                       |                                   |   | 623,039   |         |         |   |        |         |  |   | 623,039  |          
|FHLB Stock                                  |                                   |   | 8,063     |         |         |   |        |         |  |   | 8,063    |          
|Investments and advances to joint ventures  |                                   |   | 16,122    |         |         |   |        |         |  |   | 16,122   |          
|Goodwill                                    |                                   |   | 55,498    |         |         |   |        |         |  |   | 55,498   |          
|Core deposit intangible asset               |                                   |   | 15,117    |         |         |   |        |         |  |   | 15,117   |          
|Other assets                                |                                   |   | 46,620    |         |         |   | 12,597  |         |  |   | 59,217   |          
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|                                            | Fair value of assets acquired     |   |           | 969,204 |         |   |         | 165,392 |  |   |          | 1,134,596 | 
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|Deposits                                    |                                   |   | 639,111   |         |         |   |        |         |  |   | 639,111  |          
|FHLB advances                               |                                   |   | 138,981   |         |         |   |        |         |  |   | 138,981  |          
|Other borrowings                            |                                   |   | 14,291    |         |         |   | 3,427   |         |  |   | 17,718   |          
|Securities sold not yet purchased           |                                   |   |          |         |         |   | 1,201   |         |  |   | 1,201    |          
|Payable to clearing broker                  |                                   |   |          |         |         |   | 101,705 |         |  |   | 101,705  |          
|Other liabilities                           |                                   |   | 6,022     |         |         |   | 27,463  |         |  |   | 33,485   |          
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|                                            | Fair value of liabilities assumed |   |           | 798,405 |         |   |         | 133,796 |  |   |          | 932,201   | 
|Fair value of net assets acquired over cost |                                   |   |           |         |         |   | (23,749 | )       |  |   | (23,749  | )        
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|Purchase price                              |                                   |   | 170,799   |         |         |   | 7,847   |         |  |   | 178,646  |          
|Cash acquired                               |                                   |   | (124,977  | )       |         |   | (886    | )       |  |   | (125,863 | )        
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          
|Purchase price net of cash acquired         |                                   | $ | 45,822    |         |         | $ | 6,961   |         |  | $ | 52,783   |          
|                                            |                                   |   |           |         |         |   |         |         |  |   |          |          

Acquisition related charges and impairments during the three and nine
months ended September 30, 2002 included various data conversion and system
integration expenses as well as facilities impairment write-downs associated
with the Community acquisition and the Gruntal transaction. In connection with
the Community acquisition, BankAtlantic closed two of its Palm Beach county
branches during 2002. In August 2003, Ryan Beck sold its entire membership
interest in GMS.

14. New Accounting Pronouncements:

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46 (Consolidation of Variable Interest Entities or FIN
No. 46). The interpretation defines a variable interest entity as a
corporation, partnership, trust or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide sufficient financial resources for
the equity to support its activities. A variable interest entity often holds
financial assets, including loans or receivables, real estate or other
property. A variable interest entity may be essentially passive or it may
engage in research and development or other activities on behalf of another
company. This interpretation requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entitys activities or is entitled to
receive a majority of the entitys residual returns or both. The
interpretation also requires that the primary beneficiary is the only entity
that can consolidate the variable interest entity. A primary beneficiary is
the enterprise that has the majority of the risks and rewards of ownership.
Upon consolidation of a variable interest entity, the assets, liabilities and
noncontrolling interest of the variable interest entity are measured at their
carrying amounts with any difference between the net amount added to the
statement of financial condition and any previously recognized interest being
recognized as the cumulative effect of a change in accounting principle. The
interpretation also requires disclosures about variable interest entities that
the company is not required to consolidate but in which it has a significant
variable interest. On July 1, 2003, all of the Companys subsidiaries, except
for Levitt Corporation and its subsidiaries, implemented the interpretation
effective January 1, 2003. As a consequence of the implementation, the
Companys wholly-owned statutory business trusts formed to issue trust
preferred securities were deconsolidated and the Companys Riverclub joint
venture was consolidated. The Company restated its first and second quarter
financial statements to reflect its implementation of FIN No. 46.

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BankAtlantic Bancorp, Inc.

In October 2003, the FASB deferred the implementation of FIN No. 46 from
the third quarter to the fourth quarter of 2003. The deferral only applies to
interests held in variable interest entities created before February 1, 2003.
The FASB believes that additional time was needed for companies to complete the
evaluation of existing variable interest entities and to determine which of
those entities are required to be included in their consolidated financial
statements. The FASB encouraged early adoption of the standard. As a
consequence of the deferral and the additional guidance issued by FASB,
management of Levitt Corporation determined that they needed additional time to
fully review Levitts business relationships. The management of Levitt does
not believe that the interpretation will have a material effect on Levitts
financial statements; however, Levitts management cannot give any assurances
that this will be the case until their evaluation is completed. The Companys
investments in and advances to Levitts unconsolidated entities totaled $27.8
million at September 30, 2003.

In May 2003, the FASB issued Statement No. 150 (Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity).
This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The Statement requires that an issuer classify a financial instrument
that is within its scope as a liability. Many of those instruments were
previously classified as equity. The Company is currently classifying
financial instruments within the scope of this Statement in accordance with
this Statement. This Statement was effective for financial instruments entered
into or modified after May 31, 2003, and otherwise was effective at the
beginning of the first interim period beginning after June 15, 2003.

The Statement also required that mandatorily redeemable minority interests
in finite-lived entities be classified as liabilities and reported at
settlement value. The FASB has deferred those requirements related to
mandatorily redeemable minority interests in finite-lived entities indefinitely
pending further FASB action. The Companys minority interest in finite-lived
entities are not significant.

15. Reclassifications

Certain amounts for prior periods have been reclassified to conform to the
statement presentation for 2003.

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BankAtlantic Bancorp, Inc.




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

The objective of the following discussion is to provide an understanding
of the financial condition and results of operations of BankAtlantic Bancorp,
Inc. (the Company, which may also be referred to as we, us, or our) and
its wholly owned subsidiaries for the three and nine months ended September 30,
2003 and 2002, respectively. The principal assets of the Company consist of
its ownership of these subsidiaries, which include BankAtlantic, a federal
savings bank headquartered in Fort Lauderdale, Florida and its subsidiaries
(BankAtlantic or Bank), Levitt Corporation and its subsidiaries (Levitt),
a real estate development company, and RB Holdings, Inc. and its subsidiaries
(Ryan Beck), a brokerage and investment banking firm.

Except for historical information contained herein, the matters discussed
in this report contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the Securities Act), and
Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act), that involve substantial risks and uncertainties. When used in this
report and in any documents incorporated by reference herein, the words
anticipate, believe, estimate, may, intend, expect and similar
expressions identify certain of such forward-looking statements. Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
herein. These forward-looking statements are based largely on the expectations
of the Company and are subject to a number of risks and uncertainties that are
subject to change based on factors which are, in many instances, beyond the
Companys control. These include, but are not limited to, risks and
uncertainties associated with: the impact of economic, competitive and other
factors affecting the Company and its operations, markets, products and
services; credit risks and loan losses, and the related sufficiency of the
allowance for loan losses; changes in interest rates and the effects of, and
changes in, trade, monetary and fiscal policies and laws; the effect of
prepaying FHLB advances on our net interest margin; adverse conditions in the
stock market, the public debt market and other capital markets and the impact
of such conditions on our activities and the value of our assets; the impact of
changes in financial services laws and regulations (including laws concerning
taxes, banking, securities and insurance); technological changes;
BankAtlantics seven-day banking initiative and other growth initiatives not
being successful or producing results which do not justify their costs; the
impact of changes in accounting policies; the impact of periodic testing of
goodwill and other intangible assets for impairment, and with respect to the
operations of Levitt Corporation (Levitt) and its real estate subsidiaries:
the market for real estate generally and in the areas where Levitt has
developments, the availability and price of land suitable for development,
materials prices, labor costs, interest rates, environmental factors and
governmental regulations; and the Companys success at managing the risks
involved in the foregoing. This report also contains forward-looking statements
with respect to the proposed spin-off of Levitt Corporation which is subject to
a number of risks and uncertainties that are subject to change including that
the conditions relating to regulatory approval and the tax-free nature of the
spin-off may not be met, that business, economic, or market conditions may make
the spin-off less advantageous, that Levitt will not be successful as a
separate publicly-traded company, that Levitt will not have additional access
to capital or debt markets or that such markets may prove to be more expensive
than currently available, and that the Board may in the future conclude that it
is not in the best interest of the Company or the shareholders to pursue the
spin-off. Further, this report contains forward-looking statements with
respect to Ryan Beck, which is subject to a number of risks and uncertainties
including the risks and uncertainties associated with its operations, products
and services, changes in economic or regulatory policies, the volatility of the
stock market and fixed income markets, as well as its revenues mix, the success
of new lines of business and additional risks and uncertainties that are
subject to change and may be outside of Ryan Becks control. In addition to
the risks and factors identified above, reference is also made to other risks
and factors detailed in reports filed by the Company with the Securities and
Exchange Commission. The Company cautions that the foregoing factors are not
exclusive.

Critical Accounting Policies

Management views critical accounting policies as accounting policies that
are important to the understanding of our financial statements and also involve
estimates and judgments about inherently uncertain matters. In preparing the
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the consolidated statements
of financial condition and assumptions that affect the recognition of income
and expenses on the consolidated statement of operations for the periods
presented. Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant change in
the next year relate to the determination of the allowance for loan losses,
evaluation of goodwill for impairment, the valuation of real estate acquired in
connection with foreclosure or in satisfaction of loans, the valuation of the
fair market value of assets and liabilities in the application of the purchase
method of accounting, the amount of the deferred tax asset valuation allowance,
the valuation of derivatives, the valuation of securities available for sale
and the valuation of real estate held for development and equity method
investments. The six accounting policies that we have identified as critical

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BankAtlantic Bancorp, Inc.

accounting policies are: (i) allowance for loan and lease losses, (ii)
valuation of securities and derivative instruments, (iii) impairment of
goodwill and other intangible assets, (iv) impairment of long-lived assets;
(v) real estate held for development and sale and equity method investments and
(vi) accounting for business combinations.

For a more detailed discussion on these critical accounting policies see
Critical Accounting Policies appearing in the Companys Annual Report on Form
10-K for the year ended December 31, 2002.

Consolidated Results of Operations

|                                                                  |  |                      |        |                     |  |      |        |      |  |   |         |  |  |   |         |  
|----------------------------------------------------------------- |  | -------------------- | ------ | ------------------- |  | ---- | ------ | ---- |  | - | ------- |  |  | - | ------- | -
|                                                                  |  | For the Three Months |        | For the Nine Months
|                                                                  |  | Ended September 30,  |        | Ended September 30,
|                                                                  |  |                      |        |                    
|                                                                  |  | 2003                 |        | 2002                |  | 2003 |        | 2002
|(In thousands)                                                    |  |                      |        |                     |  |      |        |     
|Net interest income                                               |  | $                    | 35,404 |                     |  | $    | 42,257 |      |  | $ | 111,773 |  |  | $ | 116,985 |  
|Provision (recovery) for loan losses                              |  |                      | (1,076 | )                   |  |      | 2,082  |      |  |   | 1,264   |  |  |   | 10,786  |  
|(Losses) gains on securities activities                           |  |                      | (336   | )                   |  |      | 2,483  |      |  |   | 29      |  |  |   | 8,605   |  
|Impairment of securities                                          |  |                      |       |                     |  |      |       |      |  |   |        |  |  |   | (18,459 | )
|Other non-interest income                                         |  |                      | 91,514 |                     |  |      | 65,115 |      |  |   | 267,364 |  |  |   | 159,308 |  
|Non-interest expense                                              |  |                      | 98,680 |                     |  |      | 88,104 |      |  |   | 300,393 |  |  |   | 224,747 |  
|                                                                  |  |                      |        |                     |  |      |        |      |  |   |         |  |  |   |         |  
|Income from continuing operations
before income taxes             |  |                      | 28,978 |                     |  |      | 19,669 |      |  |   | 77,509  |  |  |   | 30,906  |  
|Provision for income taxes                                        |  |                      | 10,776 |                     |  |      | 5,995  |      |  |   | 28,577  |  |  |   | 8,828   |  
|                                                                  |  |                      |        |                     |  |      |        |      |  |   |         |  |  |   |         |  
|Income from continuing operations                                 |  |                      | 18,202 |                     |  |      | 13,674 |      |  |   | 48,932  |  |  |   | 22,078  |  
|Discontinued operations, net of tax                               |  |                      | 306    |                     |  |      | 860    |      |  |   | 1,143   |  |  |   | 1,549   |  
|Extraordinary item, net of tax                                    |  |                      |       |                     |  |      | (61    | )    |  |   |        |  |  |   | 23,749  |  
|Cumulative effect of a change in
accounting principle,
net of tax |  |                      |       |                     |  |      |       |      |  |   |        |  |  |   | (15,107 | )
|                                                                  |  |                      |        |                     |  |      |        |      |  |   |         |  |  |   |         |  
|Net income                                                        |  | $                    | 18,508 |                     |  | $    | 14,473 |      |  | $ | 50,075  |  |  | $ | 32,269  |  
|                                                                  |  |                      |        |                     |  |      |        |      |  |   |         |  |  |   |         |  

For the Three Months Ended September 30, 2003 Compared to the Same 2002 Period:

Income from continuing operations increased by 33%. The improvement in
earnings primarily resulted from a significant increase in non-interest income
from all of the Companys major subsidiaries and a reduction in bank operations
provision for loan losses. The above increases in earnings were partially
offset by higher operating expenses at all of the Companys subsidiaries and a
significant decline in bank operations net interest income.

The Companys net interest income decreased by 16%. The decline in net
interest income primarily resulted from a decline in the Banks net interest
margin and secondarily from a reduction in interest earning assets.

The recovery in the provision for loan losses during the 2003 quarter
resulted from a general improvement in credit quality during 2003. During
2003, BankAtlantic experienced a significant decline in loan delinquencies,
non-performing assets and net charge-offs.

Losses on securities activities during the 2003 period resulted primarily
from losses on the settlement of an interest rate swap with a notional amount
of $25 million and losses on the sale of agency securities. Gains on
securities activities during the 2002 third quarter primarily resulted from
sales of the Banks securities available for sale and parent company equity
securities.

Other non-interest income increased by 41% from the 2002 period. The
increase primarily resulted from a substantial increase in revenues attributed
to Levitt real estate activities, a significant increase in revenues from
service charges from Bank operations, and higher revenues from Ryan Beck retail
customers. The increase in Bank operations revenues resulted from higher
service charges and fees on deposits attributed to an increase in checking
accounts associated with new checking products and our seven-day branch banking
initiative. The enhanced revenues from Levitts real estate operations reflect
higher equity earnings from its investment in Bluegreen Corporation and an
increase in the number of homes sold at Levitt and Sons as well as an increase
in land sales at Core Communities.

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BankAtlantic Bancorp, Inc.

Non-interest expense increased by 12% from 2002. Bank operations
non-interest expense increased from $34.3 million to $39.2 million. The higher
expenses primarily related to $2.0 million of debt redemption costs and
increased compensation expenses and advertising costs associated with the
implementation of the Floridas Most Convenient Bankinitiatives. Levitts
non-interest expenses increased from $6.9 million to $10.2 million. The higher
costs were linked to the opening of new developments and a substantial increase
in homes closed. Ryan Becks non-interest expense increased from $46.7 million
to $48.7 million primarily due to increased compensation expense resulting from
higher principal transaction revenues.

As part of Ryan Becks acquisition of certain of the assets and assumption
of certain of the liabilities of Gruntal & Co, LLC, in April 2002, Ryan Beck
acquired all of the membership interests in The GMS Group, L.L.C. (GMS).
Since its acquisition, GMS was operated as an independent business unit. After
a receipt of an offer by GMSs management to purchase GMS from Ryan Beck, Ryan
Beck sold its entire membership interest in GMS to GMS Group Holdings Corp.
(Buyer) in August 2003 for $22.5 million. The Buyer was formed by the
management of GMS along with other investors. Ryan Beck received cash proceeds
from the sale of $9.0 million and a $13.6 million secured promissory note
issued by the Buyer with recourse to the management of GMS. The note is
secured by the membership interest in GMS and contains covenants that require
GMS to maintain certain capital and financial ratios. Ryan Beck did not
recognize any gain or loss associated with the transaction. In October 2003,
Buyer made a $1.4 million prepayment of principal of a promissory note which
reduced the outstanding balance to $12.2 million. Discontinued operations
represents the earnings from GMS net of income taxes. Prior periods have been
restated to exclude GMS from income from continuing operations.

For the Nine Months Ended September 30, 2003 Compared to the Same 2002 Period:

The increase in income from continuing operations was primarily the result
of the items discussed above. Included in income from continuing operations
during 2003 was a $1.7 million charge associated with unamortized offering
costs and call premiums on the early redemption of parent company 5.625%
convertible subordinated debentures and a $257,000 impairment charge associated
with a Bank branch relocation. Included in income from continuing operations
during 2002 was $18.2 million of impairment charges on equity securities at the
parent company, $4.1 million of acquisition related charges and impairments
associated with Ryan Becks Gruntal transaction and $1.1 million of ATM
restructuring charges and impairments associated with banking activities.

Net income for the 2002 period was favorably impacted by an extraordinary
gain recognized in connection with the Gruntal transaction. The extraordinary
gain was recognized because the fair value of the net assets acquired, after
reducing the carrying value of non-financial assets to zero, exceeded the cost
of the transaction by $23.8 million, net of income taxes of $2.7 million. As
indicated, included in the assets acquired in the Gruntal transaction was the
membership interest in GMS.

Net income for the 2002 period was negatively impacted by a cumulative
effect of a change in accounting principle. Upon the implementation of FASB
Statement 142, we performed the required goodwill impairment test as of January
1, 2002 and concluded that the goodwill assigned to the Ryan Beck reportable
segment was impaired. As a consequence, the Company recorded a $15.1 million
impairment loss (net of tax) effective as of January 1, 2002 as a cumulative
effect of a change in accounting principle.

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BankAtlantic Bancorp, Inc.

Bank Results of Operations

Net interest income

|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|------------------------------------------------ |  | -------------------------- | --------- | ------------------ |  | ------ | ------ | ------- |  | -------- | ----- | ------ |  | - | --------- |  |  | - | ------ |  |  |  | ----- | -
|                                                 |  | For the Three Months Ended
|                                                 |  |                           
|                                                 |  | September 30, 2003         |           | September 30, 2002
|                                                 |  |                            |           |                   
|                                                 |  | Average                    |           | Revenue/           |  | Yield/ |        | Average |  | Revenue/ |       | Yield/
|                                                 |  | Balance                    |           | Expense            |  | Rate   |        | Balance |  | Expense  |       | Rate  
|( In thousands)                                  |  |                            |           |                    |  |        |        |         |  |          |       |       
|Loans:                                           |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Residential real estate                          |  | $                          | 1,714,774 |                    |  | $      | 18,186 |         |  |          | 4.24  | %      |  | $ | 1,576,825 |  |  | $ | 24,806 |  |  |  | 6.29  | %
|Commercial real estate                           |  |                            | 1,666,209 |                    |  |        | 24,011 |         |  |          | 5.76  |        |  |   | 1,592,990 |  |  |   | 25,893 |  |  |  | 6.50  |  
|Consumer                                         |  |                            | 319,269   |                    |  |        | 3,548  |         |  |          | 4.45  |        |  |   | 264,873   |  |  |   | 3,696  |  |  |  | 5.58  |  
|Lease financing                                  |  |                            | 18,935    |                    |  |        | 538    |         |  |          | 11.37 |        |  |   | 40,410    |  |  |   | 1,256  |  |  |  | 12.43 |  
|Commercial business                              |  |                            | 110,236   |                    |  |        | 1,618  |         |  |          | 5.87  |        |  |   | 93,136    |  |  |   | 1,453  |  |  |  | 6.24  |  
|Small business                                   |  |                            | 159,025   |                    |  |        | 3,022  |         |  |          | 7.60  |        |  |   | 160,884   |  |  |   | 3,141  |  |  |  | 7.81  |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Total loans                                      |  |                            | 3,988,448 |                    |  |        | 50,923 |         |  |          | 5.11  |        |  |   | 3,729,118 |  |  |   | 60,245 |  |  |  | 6.46  |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Investments                                      |  |                            | 718,528   |                    |  |        | 9,210  |         |  |          | 5.13  |        |  |   | 1,191,441 |  |  |   | 18,999 |  |  |  | 6.38  |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Total interest earning assets                    |  |                            | 4,706,976 |                    |  |        | 60,133 |         |  |          | 5.11  | %      |  |   | 4,920,559 |  |  |   | 79,244 |  |  |  | 6.44  | %
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Goodwill and core deposit intangibles            |  |                            | 83,143    |                    |  |        |        |         |  |          |       |        |  |   | 88,395    |  |  |   |        |  |  |  |       |  
|Other non-interest earning assets                |  |                            | 229,398   |                    |  |        |        |         |  |          |       |        |  |   | 270,948   |  |  |   |        |  |  |  |       |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Total Assets                                     |  | $                          | 5,019,517 |                    |  |        |        |         |  |          |       |        |  | $ | 5,279,902 |  |  |   |        |  |  |  |       |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Deposits:                                        |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Savings                                          |  | $                          | 197,778   |                    |  | $      | 137    |         |  |          | 0.27  | %      |  | $ | 149,906   |  |  | $ | 380    |  |  |  | 1.01  | %
|NOW                                              |  |                            | 473,741   |                    |  |        | 438    |         |  |          | 0.37  |        |  |   | 357,709   |  |  |   | 681    |  |  |  | 0.76  |  
|Money funds                                      |  |                            | 874,789   |                    |  |        | 1,935  |         |  |          | 0.88  |        |  |   | 786,375   |  |  |   | 3,468  |  |  |  | 1.75  |  
|Certificate accounts                             |  |                            | 837,221   |                    |  |        | 5,248  |         |  |          | 2.49  |        |  |   | 1,266,869 |  |  |   | 11,558 |  |  |  | 3.62  |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Total deposits                                   |  |                            | 2,383,529 |                    |  |        | 7,758  |         |  |          | 1.29  |        |  |   | 2,560,859 |  |  |   | 16,087 |  |  |  | 2.49  |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Short-term borrowed funds                        |  |                            | 256,826   |                    |  |        | 588    |         |  |          | 0.91  |        |  |   | 528,533   |  |  |   | 2,323  |  |  |  | 1.74  |  
|Advances from FHLB                               |  |                            | 1,249,074 |                    |  |        | 15,025 |         |  |          | 4.77  |        |  |   | 1,229,562 |  |  |   | 15,858 |  |  |  | 5.12  |  
|Long-term debt                                   |  |                            | 34,863    |                    |  |        | 489    |         |  |          | 5.56  |        |  |   | 14,010    |  |  |   | 281    |  |  |  | 7.96  |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Total interest bearing liabilities               |  |                            | 3,924,292 |                    |  |        | 23,860 |         |  |          | 2.41  |        |  |   | 4,332,964 |  |  |   | 34,549 |  |  |  | 3.16  |  
|Non-interest bearing deposits                    |  |                            | 568,333   |                    |  |        |        |         |  |          |       |        |  |   | 427,686   |  |  |   |        |  |  |  |       |  
|Non-interest bearing other liabilities           |  |                            | 44,637    |                    |  |        |        |         |  |          |       |        |  |   | 65,664    |  |  |   |        |  |  |  |       |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Total Liabilities                                |  |                            | 4,537,262 |                    |  |        |        |         |  |          |       |        |  |   | 4,826,314 |  |  |   |        |  |  |  |       |  
|Stockholders equity                             |  |                            | 482,255   |                    |  |        |        |         |  |          |       |        |  |   | 453,588   |  |  |   |        |  |  |  |       |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Total liabilities and stockholders equity       |  | $                          | 5,019,517 |                    |  |        |        |         |  |          |       |        |  | $ | 5,279,902 |  |  |   |        |  |  |  |       |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Net interest income/ net interest spread         |  |                            |           |                    |  |        | 36,273 |         |  |          | 2.70  | %      |  |   |           |  |  |   | 44,695 |  |  |  | 3.28  | %
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Capitalized interest from real estate
operations |  |                            |           |                    |  |        | 285    |         |  |          |       |        |  |   |           |  |  |   |       |  |  |  |       |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Net interest income                              |  |                            |           |                    |  | $      | 36,558 |         |  |          |       |        |  |   |           |  |  | $ | 44,695 |  |  |  |       |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Margin                                           |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Interest income/interest earning assets          |  |                            |           |                    |  |        |        |         |  |          | 5.11  | %      |  |   |           |  |  |   |        |  |  |  | 6.44  | %
|Interest expense/interest earning assets         |  |                            |           |                    |  |        |        |         |  |          | 2.01  |        |  |   |           |  |  |   |        |  |  |  | 2.79  |  
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|Net interest margin                              |  |                            |           |                    |  |        |        |         |  |          | 3.10  | %      |  |   |           |  |  |   |        |  |  |  | 3.65  | %
|                                                 |  |                            |           |                    |  |        |        |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  

For the Three Months Ended September 30, 2003 Compared to the Same 2002 Period:

The decline in net interest income during the period primarily resulted
from a significant decline in the net interest margin and secondarily from a
reduction in average interest earning assets.

The net interest margin was negatively impacted by the historically low
interest rates during the 2003 quarter. This low interest rate environment
resulted in accelerated prepayments of mortgage loans and investment securities
with higher yields than the current market rates. Mortgage loans and investment
securities were also adversely affected by the downward re-pricing of floating
rate securities. We invested the proceeds from repayments primarily in
residential and commercial loans at the lower current rates. As a consequence,
we had a decline in our yield on interest earning assets.

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BankAtlantic Bancorp, Inc.

Rates paid on interest bearing liabilities did not decline as rapidly.
Approximately 30% of interest bearing liabilities consists of long term
advances from the FHLB that, either directly or indirectly via interest rate
swaps, pay fixed interest rates. These advances were originated in order to
fund the purchase of fixed rate residential loans. However, the FHLB Advances
contain prepayment restrictions, preventing us from repaying advances in
proportion to the repayments of residential loans. However, during the current
period, we prepaid $185 million of high rate advances. This action resulted in
a charge to income of $2.0 million, and we intend to assess the balance of high
cost advances and its effect on future periods.

The reduction in the net interest margin was partially offset by a change
in our deposit mix from higher rate certificate of deposit accounts to low cost
deposits and insured money fund accounts. Low cost deposits are comprised of
checking and savings accounts. Average low cost deposits increased from $935
million during the 2002 quarter to $1,240 million during the same 2003 quarter,
while certificate of deposit accounts declined from $1,267 million during the
2002 quarter to $837 million during the same 2003 period. Additionally, we
experienced growth in our insured money fund accounts that bear lower rates
than other interest bearing accounts. Our growth in low cost deposits resulted
primarily from our Floridas Most Convenient Bankinitiatives, including
seven-day branch banking and free checking accounts. We opened approximately
38,000 new checking and savings accounts during the 2003 quarter compared to
approximately 30,000 new accounts during the same 2002 period.

Higher average loan balances resulted from the purchase and origination of
commercial real estate, residential and home equity loans. During the nine
months ended September 30, 2003, the Bank purchased $1.1 billion of residential
loans and originated $1.0 billion of loans, compared to residential loan
purchases of $531 million and loan originations of $810 million during the same
2002 period. Loan growth was offset by repayments of mortgage loans and
mortgage-backed securities resulting from historically low interest rates. The
Bank used the proceeds from repayments to fund certificate account outflows and
to pay-down short-term borrowings.

Interest expense on short-term borrowings was substantially lower during
2003 due to lower average balances and average rates. As a consequence of the
historically low interest rates, the Bank implemented an asset and liability
management strategy of reducing its earning assets in response to concerns over
the risks associated with making long-term asset commitments in a historically
low interest rate environment.

Interest expense on long-term debt for the 2003 quarter represents
interest expense associated with mortgage-backed bonds acquired in connection
with the Community acquisition and interest expense associated with $22 million
of subordinated debentures issued in November 2002. Interest expense on
long-term debt for the 2002 quarter represents interest expense associated with
the mortgage-backed bonds.

Capitalized interest during the 2003 quarter represents interest
capitalized on qualifying assets associated with the Riverclub real estate
joint venture. Upon the implementation of FIN No. 46 the Riverclub joint
venture was consolidated effective January 1, 2003. During 2002, the Riverclub
joint venture was accounted for on the equity method of accounting.

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BankAtlantic Bancorp, Inc.

|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|------------------------------------------------ |  | ------------------------- | --------- | ------------------ |  | ------ | ------- | ------- |  | -------- | ----- | ------ |  | - | --------- |  |  | - | ------- |  |  |  | ----- | -
|                                                 |  | For the Nine Months Ended
|                                                 |  |                          
|                                                 |  | September 30, 2003        |           | September 30, 2002
|                                                 |  |                           |           |                   
|                                                 |  | Average                   |           | Revenue/           |  | Yield/ |         | Average |  | Revenue/ |       | Yield/
|                                                 |  | Balance                   |           | Expense            |  | Rate   |         | Balance |  | Expense  |       | Rate  
|(In thousands)                                   |  |                           |           |                    |  |        |         |         |  |          |       |       
|Loans:                                           |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Residential real estate                          |  | $                         | 1,718,974 |                    |  | $      | 62,329  |         |  |          | 4.83  | %      |  | $ | 1,413,025 |  |  | $ | 67,966  |  |  |  | 6.41  | %
|Commercial real estate                           |  |                           | 1,584,284 |                    |  |        | 70,249  |         |  |          | 5.91  |        |  |   | 1,466,235 |  |  |   | 71,250  |  |  |  | 6.48  |  
|Consumer                                         |  |                           | 307,644   |                    |  |        | 10,535  |         |  |          | 4.57  |        |  |   | 242,737   |  |  |   | 10,450  |  |  |  | 5.74  |  
|Lease financing                                  |  |                           | 23,830    |                    |  |        | 2,020   |         |  |          | 11.30 |        |  |   | 46,532    |  |  |   | 4,300   |  |  |  | 12.32 |  
|Commercial business                              |  |                           | 105,806   |                    |  |        | 4,564   |         |  |          | 5.75  |        |  |   | 100,164   |  |  |   | 4,499   |  |  |  | 5.99  |  
|Small business                                   |  |                           | 160,589   |                    |  |        | 8,955   |         |  |          | 7.44  |        |  |   | 140,941   |  |  |   | 8,389   |  |  |  | 7.94  |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|                                                 |  |                           | 3,901,127 |                    |  |        | 158,652 |         |  |          | 5.42  |        |  |   | 3,409,634 |  |  |   | 166,854 |  |  |  | 6.52  |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Investments                                      |  |                           | 856,499   |                    |  |        | 35,747  |         |  |          | 5.56  |        |  |   | 1,235,755 |  |  |   | 59,114  |  |  |  | 6.38  |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Total interest earning assets                    |  |                           | 4,757,626 |                    |  |        | 194,399 |         |  |          | 5.45  | %      |  |   | 4,645,389 |  |  |   | 225,968 |  |  |  | 6.49  | %
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Goodwill and core deposit intangibles            |  |                           | 83,823    |                    |  |        |         |         |  |          |       |        |  |   | 65,833    |  |  |   |         |  |  |  |       |  
|Other non-interest earning assets                |  |                           | 242,537   |                    |  |        |         |         |  |          |       |        |  |   | 231,749   |  |  |   |         |  |  |  |       |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Total Assets                                     |  | $                         | 5,083,986 |                    |  |        |         |         |  |          |       |        |  | $ | 4,942,971 |  |  |   |         |  |  |  |       |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Deposits:                                        |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Savings                                          |  | $                         | 185,432   |                    |  |        | 721     |         |  |          | 0.52  | %      |  | $ | 135,272   |  |  |   | 1,024   |  |  |  | 1.01  | %
|NOW                                              |  |                           | 451,333   |                    |  |        | 1,540   |         |  |          | 0.46  |        |  |   | 310,151   |  |  |   | 1,766   |  |  |  | 0.76  |  
|Money funds                                      |  |                           | 840,412   |                    |  |        | 7,213   |         |  |          | 1.15  |        |  |   | 734,477   |  |  |   | 10,095  |  |  |  | 1.84  |  
|Certificate accounts                             |  |                           | 905,409   |                    |  |        | 19,211  |         |  |          | 2.84  |        |  |   | 1,244,234 |  |  |   | 35,636  |  |  |  | 3.83  |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|                                                 |  |                           | 2,382,586 |                    |  |        | 28,685  |         |  |          | 1.61  |        |  |   | 2,424,134 |  |  |   | 48,521  |  |  |  | 2.68  |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Short-term borrowed funds                        |  |                           | 326,400   |                    |  |        | 2,762   |         |  |          | 1.13  |        |  |   | 459,762   |  |  |   | 6,037   |  |  |  | 1.76  |  
|Advances from FHLB                               |  |                           | 1,282,519 |                    |  |        | 45,633  |         |  |          | 4.76  |        |  |   | 1,161,880 |  |  |   | 46,453  |  |  |  | 5.35  |  
|Long-term debt                                   |  |                           | 35,375    |                    |  |        | 1,428   |         |  |          | 5.40  |        |  |   | 9,964     |  |  |   | 521     |  |  |  | 6.99  |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Total interest bearing liabilities               |  |                           | 4,026,880 |                    |  |        | 78,508  |         |  |          | 2.61  |        |  |   | 4,055,740 |  |  |   | 101,532 |  |  |  | 3.35  |  
|Non-interest bearing deposits                    |  |                           | 527,334   |                    |  |        |         |         |  |          |       |        |  |   | 389,565   |  |  |   |         |  |  |  |       |  
|Non-interest bearing other liabilities           |  |                           | 58,885    |                    |  |        |         |         |  |          |       |        |  |   | 73,163    |  |  |   |         |  |  |  |       |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Total Liabilities                                |  |                           | 4,613,099 |                    |  |        |         |         |  |          |       |        |  |   | 4,518,468 |  |  |   |         |  |  |  |       |  
|Stockholders equity                             |  |                           | 470,887   |                    |  |        |         |         |  |          |       |        |  |   | 424,503   |  |  |   |         |  |  |  |       |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Total liabilities and stockholders equity       |  | $                         | 5,083,986 |                    |  |        |         |         |  |          |       |        |  | $ | 4,942,971 |  |  |   |         |  |  |  |       |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Net interest income/net
interest spread          |  |                           |           |                    |  |        | 115,890 |         |  |          | 2.84  | %      |  |   |           |  |  | $ | 124,436 |  |  |  | 3.14  | %
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Capitalized interest from real estate operations |  |                           |           |                    |  |        | 883     |         |  |          |       |        |  |   |           |  |  |   |        |  |  |  |       |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Net interest income                              |  |                           |           |                    |  | $      | 116,774 |         |  |          |       |        |  |   |           |  |  | $ | 124,436 |  |  |  |       |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Margin                                           |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Interest income/interest earning assets          |  |                           |           |                    |  |        |         |         |  |          | 5.45  | %      |  |   |           |  |  |   |         |  |  |  | 6.49  | %
|Interest expense/interest earning assets         |  |                           |           |                    |  |        |         |         |  |          | 2.21  |        |  |   |           |  |  |   |         |  |  |  | 2.92  |  
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  
|Net interest margin                              |  |                           |           |                    |  |        |         |         |  |          | 3.24  | %      |  |   |           |  |  |   |         |  |  |  | 3.57  | %
|                                                 |  |                           |           |                    |  |        |         |         |  |          |       |        |  |   |           |  |  |   |         |  |  |  |       |  

For the Nine Months Ended September 30, 2003 Compared to the Same 2002 Period:

Net interest income for the nine month period decreased by 6%. The
decline primarily resulted from the items discussed above, except that the
Community acquisition had a greater impact on the nine month comparison, as
Community was acquired on March 22, 2002.

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BankAtlantic Bancorp, Inc.

Provision for Loan Losses

|                                     |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |        |  
|------------------------------------ | ----------------------------- | ------------- | -------------------------- | ------------- | ------------------------- | ---- | ------ | ------ | - | - | ------ | ------ | - | - | ------- | ------ | -
|                                     |                               |               | For The Three Months Ended |               | For The Nine Months Ended
|                                     |                               | September 30, |                            | September 30,
|                                     |                               |               |                            |               |                          
|(In thousands)                       |                               | 2003          |                            | 2002          |                           | 2003 |        | 2002  
|                                     |                               |               |                            |               |                           |      |        |        |  
|Balance, beginning of period         |                               | $             | 49,576                     |               |                           | $    | 48,587 |        |   | $ | 48,022 |        |   | $ | 44,585  |       
|Charge-offs:                         |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |       
|                                     | Syndication loans             |               |                            |              |                           |      |        | (13    | ) |   |        |       |   |   |         | (8,013 | )
|                                     | Commercial business loans     |               |                            | (1,540        | )                         |      |        |       |   |   |        | (1,540 | ) |   |         |       |  
|                                     | Commercial real estate loans  |               |                            |              |                           |      |        | (2,549 | ) |   |        |       |   |   |         | (6,858 | )
|                                     | Small business                |               |                            | (334          | )                         |      |        | (727   | ) |   |        | (2,387 | ) |   |         | (2,919 | )
|                                     | Lease financing               |               |                            | (258          | )                         |      |        | (1,778 | ) |   |        | (3,247 | ) |   |         | (5,963 | )
|                                     | Consumer loans  direct       |               |                            | (154          | )                         |      |        | (314   | ) |   |        | (699   | ) |   |         | (963   | )
|                                     | Consumer loan  indirect      |               |                            | (106          | )                         |      |        | (83    | ) |   |        | (456   | ) |   |         | (819   | )
|                                     | Residential real estate loans |               |                            | (150          | )                         |      |        | (284   | ) |   |        | (362   | ) |   |         | (426   | )
|                                     |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |       
|Total charge-offs                    |                               |               | (2,542                     | )             |                           |      | (5,748 | )      |   |   | (8,691 | )      |   |   | (25,961 | )     
|                                     |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |       
|Recoveries:                          |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |       
|                                     | Syndication loans             |               |                            | 236           |                           |      |        | 102    |   |   |        | 2,567  |   |   |         | 785    |  
|                                     | Commercial business loans     |               |                            | 15            |                           |      |        | 19     |   |   |        | 64     |   |   |         | 56     |  
|                                     | Commercial real estate loans  |               |                            | 1             |                           |      |        | 3      |   |   |        | 2      |   |   |         | 20     |  
|                                     | Small business                |               |                            | 748           |                           |      |        | 549    |   |   |        | 2,156  |   |   |         | 1,638  |  
|                                     | Lease financing               |               |                            | 477           |                           |      |        | 578    |   |   |        | 1,789  |   |   |         | 2,476  |  
|                                     | Consumer loans  direct       |               |                            | 139           |                           |      |        | 179    |   |   |        | 445    |   |   |         | 412    |  
|                                     | Consumer loans  indirect     |               |                            | 204           |                           |      |        | 232    |   |   |        | 776    |   |   |         | 1,075  |  
|                                     | Residential real estate loans |               |                            | 424           |                           |      |        | 94     |   |   |        | 542    |   |   |         | 157    |  
|                                     |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |       
|Total recoveries                     |                               |               | 2,244                      |               |                           |      | 1,756  |        |   |   | 8,341  |        |   |   | 6,619   |       
|                                     |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |       
|Net charge-offs                      |                               |               | (298                       | )             |                           |      | (3,992 | )      |   |   | (350   | )      |   |   | (19,342 | )     
|Provision (recovery) for loan
losses |                               |               | (1,076                     | )             |                           |      | 2,082  |        |   |   | 1,264  |        |   |   | 10,786  |       
|Allowance for loan losses
acquired   |                               |               |                           |               |                           |      | (1,075 | )      |   |   | (734   | )      |   |   | 9,573   |       
|                                     |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |       
|Balance, end of period               |                               | $             | 48,202                     |               |                           | $    | 45,602 |        |   | $ | 48,202 |        |   | $ | 45,602  |       
|                                     |                               |               |                            |               |                           |      |        |        |   |   |        |        |   |   |         |       

The Bank experienced a significant improvement in net charge-offs during
the third quarter of 2003, compared to the same 2002 period. During the 2003
quarter, the Bank partially charged-off a commercial business loan by $1.5
million and recognized net recoveries from all other loan categories except
consumer loans - direct. During the 2002 quarter, the Bank charged off a
commercial real estate loan to a company in the hospitality industry and
charged off a $670,000 airplane lease. The remaining improvement in net
charge-offs resulted primarily from lower net charge-offs associated with
discontinued or curtailed lines of business (our former small business,
indirect consumer and syndication lending programs and lease financing).

The substantial reduction in net charge-offs during the nine months ended
September 30, 2003, compared to the same 2002 period, resulted from a $4.3
million partial charge-off of a commercial real estate residential construction
loan and an $8.0 million partial charge-off of a syndication loan in the
aviation industry during the 2002 period. During 2003, we recovered $2.1
million from the settlement of that syndication loan. During the 2002 period,
we recovered $683,000 from another syndication loan that we had charged-off in
a prior period.

The recovery in the provision for loan losses during the 2003 quarter and
the substantial decrease in the provision for loan losses during the nine month
period reflected improvements in loan delinquencies and non-performing assets
as well as declining historical charge-off trends. These favorable trends were
partially offset by higher loan balances and additional allowances for loan
losses established in connection with borrowers in the hospitality industry.

Allowance for loan losses acquired and adjustments to the allowance for
loan losses acquired represents the loan loss allowance acquired in connection
with the Community acquisition.

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BankAtlantic Bancorp, Inc.

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

|                                       |                          |                            |                               |        |               |   |              |        |        |        |  
|-------------------------------------- | ------------------------ | -------------------------- | ----------------------------- | ------ | ------------- | - | ------------ | ------ | ------ | ------ | -
|                                       |                          |                            |                               |        | September 30, |   | December 31,
|                                       |                          |                            |                               |        | 2003          |   | 2002        
|                                       |                          |                            |                               |        |               |   |             
|NONPERFORMING ASSETS                   |                          |                            |                               |        |               |   |              |       
|Non-accrual:                           |                          |                            |                               |        |               |   |              |       
|Tax certificates                       |                          | $                          | 859                           |        |               | $ | 1,419        |       
|Loans and leases                       |                          |                            | 10,745                        |        |               |   | 18,918       |       
|                                       |                          |                            |                               |        |               |   |              |       
|                                       | Total non-accrual        |                            |                               | 11,604 |               |   |              | 20,337 |       
|                                       |                          |                            |                               |        |               |   |              |       
|Repossessed assets:                    |                          |                            |                               |        |               |   |              |       
|Real estate owned, net of allowance    |                          |                            | 8,904                         |        |               |   | 9,607        |       
|Vehicles and equipment                 |                          |                            | 274                           |        |               |   | 4            |       
|                                       |                          |                            |                               |        |               |   |              |       
|                                       | Total repossessed assets |                            |                               | 9,178  |               |   |              | 9,611  |       
|                                       |                          |                            |                               |        |               |   |              |       
|                                       |                          | Total nonperforming assets |                               |        | 20,782        |   |              |        | 29,948 |       
|                                       |                          |                            | Specific valuation allowances |        |               |  |              |        |        | (1,386 | )
|                                       |                          |                            |                               |        |               |   |              |       
|Total nonperforming assets, net        |                          | $                          | 20,782                        |        |               | $ | 28,562       |       
|                                       |                          |                            |                               |        |               |   |              |       
|Allowances                             |                          |                            |                               |        |               |   |              |       
|Allowance for loan losses              |                          | $                          | 48,202                        |        |               | $ | 48,022       |       
|Allowance for tax certificate losses   |                          |                            | 2,423                         |        |               |   | 1,873        |       
|                                       |                          |                            |                               |        |               |   |              |       
|Total Allowances                       |                          | $                          | 50,625                        |        |               | $ | 49,895       |       
|                                       |                          |                            |                               |        |               |   |              |       
|POTENTIAL PROBLEM LOANS                |                          |                            |                               |        |               |   |              |       
|Contractually past due 90 days or more |                          | $                          |                              |        |               | $ | 100          |       
|Restructured loans                     |                          |                            | 1,408                         |        |               |   | 1,882        |       
|Delinquent residential loans purchased |                          |                            | 1,296                         |        |               |   | 1,464        |       
|                                       |                          |                            |                               |        |               |   |              |       
|TOTAL POTENTIAL PROBLEM LOANS          |                          | $                          | 2,704                         |        |               | $ | 3,446        |       
|                                       |                          |                            |                               |        |               |   |              |       

Non-performing assets represented 0.53% of total loans, tax certificates
and repossessed assets at September 30, 2003 compared to 0.83% at December 31,
2002. The improvement in the ratio reflects an increase in total loans as well
as a significant decline in non-accrual loans. At September 30, 2003,
non-accrual loans and leases consisted of $9.3 million of residential loans, an
$895,000 commercial business loan and $550,000 of various consumer and small
business loans. At December 31, 2002, non-accrual loans consisted of $12.8
million of residential loans, $3 million of leases, a $1.4 million commercial
real estate loan and various consumer and small business loans.

The decline in repossessed assets was primarily due to a $750,000 write
down of an REO property based on a reassessment of the property during the
first quarter and the sale of a commercial real estate REO property. The REO
property sold had a carrying value of $566,000 at December 31, 2002. We
recognized a $200,000 gain on the sale of the property. The above decline in
repossessed real estate owned was partially offset by higher repossessed
residential loans. The increase in repossessed vehicles and equipment resulted
from the repossession of leased aviation equipment. Included in real estate
owned at September 30, 2003 and December 31, 2002 was $6.2 million and $7.3
million associated with a residential construction property. The property was
sold to an unrelated developer in October 2003.

The allowance for loan losses was 1.27% and 1.40% of total loans at
September 30, 2003 and December 31, 2002, respectively. The decline in the
ratio resulted from improved credit quality and a significant increase in loans
receivable at September 30, 2003. Loans receivable increased from $3.372
billion at December 31, 2002 to $3.740 billion at September 30, 2003.
Although our loans receivable increased, our allowance for loan losses
increased only slightly from December 31, 2002 due to a change in the mix of
our loan portfolio, favorable charge-off trends and a decline in loan
delinquencies and non-performing loans. Our loan mix changed due to lower
lease financings and non-mortgage loan balances and higher commercial real
estate and residential real estate loan balances. Historically, mortgage loans
require lower allowances for loan losses than lease financings and non-mortgage
loans. The above improvement in our allowance for loan losses associated with
the change in our loan portfolio mix was partially offset by higher allowances
on loan balances associated with the hospitality industry.
Based on an evaluation of hospitality loans in our portfolio and economic
trends in the industry, we adjusted our hospitality allowance for loan losses
to reflect perceived adverse trends in the industry.

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BankAtlantic Bancorp, Inc.

The decline in potential problem loans was due to the improved performance
or repayment of loans that were previously categorized as potential problem
loans. Restructured loans at December 31, 2002 and September 30, 2003 were
primarily leases in the aviation industry.

Non-Interest Income

|                                        |                     |                     |                      |                     |                     |        |       |        |  |      |        |        |  |   |        |        |  |   |        |        |  |   |        |        | 
|--------------------------------------- | ------------------- | ------------------- | -------------------- | ------------------- | ------------------- | ------ | ----- | ------ |  | ---- | ------ | ------ |  | - | ------ | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                        |                     |                     | For The Three Months |                     | For The Nine Months
|Banking Operations                      |                     | Ended September 30, |                      | Ended September 30,
|                                        |                     |                     |                      |                     |                    
|(In thousands)                          |                     | 2003                |                      | 2002                |                     | Change |       | 2003   |  | 2002 |        | Change
|                                        |                     |                     |                      |                     |                     |        |       |        |  |      |        |        | 
|Other service charges and fees          |                     | $                   | 4,625                |                     |                     | $      | 3,591 |        |  | $    | 1,034  |        |  | $ | 14,614 |        |  | $ | 10,246 |        |  | $ | 4,368  |       
|Service charges on deposits             |                     |                     | 10,925               |                     |                     |        | 6,684 |        |  |      | 4,241  |        |  |   | 29,088 |        |  |   | 17,234 |        |  |   | 11,854 |       
|Income from real estate
operations      |                     |                     | 66                   |                     |                     |        |      |        |  |      | 66     |        |  |   | 5,290  |        |  |   |       |        |  |   | 5,290  |       
|Income from unconsolidated
subsidiaries |                     |                     |                     |                     |                     |        | 97    |        |  |      | (97    | )      |  |   |       |        |  |   | 658    |        |  |   | (658   | )     
|Securities activities, net              |                     |                     | (336                 | )                   |                     |        | 1,978 |        |  |      | (2,314 | )      |  |   | (376   | )      |  |   | 4,770  |        |  |   | (5,146 | )     
|Other                                   |                     |                     | 1,874                |                     |                     |        | 959   |        |  |      | 915    |        |  |   | 5,146  |        |  |   | 3,297  |        |  |   | 1,849  |       
|                                        |                     |                     |                      |                     |                     |        |       |        |  |      |        |        |  |   |        |        |  |   |        |        |  |   |        |       
|                                        | Non-interest income |                     | $                    | 17,154              |                     |        | $     | 13,309 |  |      | $      | 3,845  |  |   | $      | 53,762 |  |   | $      | 36,205 |  |   | $      | 17,557 | 
|                                        |                     |                     |                      |                     |                     |        |       |        |  |      |        |        |  |   |        |        |  |   |        |        |  |   |        |       

Other service charges and fees increased 29% and 43% during the 2003 third
quarter and year to date, respectively, compared to the same 2002 periods. The
higher fees during the current quarter resulted from increased interchange fees
and annual fees associated with check cards. The additional fee income
reflects the opening of 209,000 new deposit accounts since January 2002. The
increased fee income year to date was due to increased check card income as
well as higher prepayment penalties associated with commercial loans. During
the nine months ended September 30, 2003, we experienced a significant increase
in prepayment penalties assessed on borrowers refinancing commercial loans in
response to historically low interest rates. Also, during the 2003 nine month
period, check card income was favorably impacted by card conversion fees
received from MasterCard in consideration for converting our customer check
cards from Visa.

Revenues from service charges on deposits increased by 63% and 69% during
the 2003 quarter and year to date, respectively, from the comparable 2002
periods. The increase in service charge revenues primarily resulted from a
higher volume of overdrafts. This was partially offset by lower monthly
checking account fee income. Overdraft fee income increased by 76% and 95% for
the three and nine months ended September 30, 2003, respectively, compared to
the same 2002 periods. The substantial increase in overdraft fee income was a
direct result of an increase in checking accounts attributed to our high
performance checking products and Floridas Most Convenient Bankinitiatives.
The above increase in service charge income was partially offset by 16% and
26% declines in monthly checking account fee income for the three and nine
months ended September 30, 2003, respectively, compared to the same 2002
periods, as we discontinued the promotion of fee-based checking products.

Income from real estate operations for the three and nine months ended
September 30, 2003 represents the net revenues from the Riverclub joint venture
which was included in the Companys consolidated financial statements effective
January 1, 2003. During the three and nine months ended September 30, 2003,
the Riverclub joint venture closed three and twenty units, respectively. The
Riverclub joint venture was acquired in connection with the Community
acquisition on March 22, 2002.

Income from unconsolidated subsidiaries represents equity earnings in the
Riverclub joint venture. During the three and nine months ended September 30,
2002, the Riverclub joint venture closed 2 and 4 units, respectively.

Securities activities for the three and nine months ended September 30,
2003 represent the sale of $25 million of agency securities for a $100,000 loss
and a $234,000 loss from the settlement of an interest rate swap. The swap had
a notional amount of $25 million and was settled as part of a strategy to
prepay FHLB advances with a view to improving our net interest margin in future
periods.

Securities activities for the three and nine months ended September 30,
2002 resulted primarily from the sale of $74.2 million and $152.1 million of
REMIC securities, respectively.

Other income during the 2003 quarter and year to date period was favorably
impacted by the expansion of a branch brokerage business unit during the fourth
quarter of 2002, which earned $360,000 and $1.0 million in commissions during
the

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BankAtlantic Bancorp, Inc.

three and nine months ended September 30, 2003, respectively. Other income was
also favorably impacted by higher miscellaneous customer fees such as wire
fees, research charges and cash management services associated with the
substantial increase in the number of customer accounts.

Non-Interest Expense

|                                                 |                      |                     |                      |                     |                     |        |        |        |  |      |       |        |  |   |        |         |  |   |        |        |  |   |        |        | 
|------------------------------------------------ | -------------------- | ------------------- | -------------------- | ------------------- | ------------------- | ------ | ------ | ------ |  | ---- | ----- | ------ |  | - | ------ | ------- |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                                 |                      |                     | For The Three Months |                     | For The Nine Months
|Banking Operations                               |                      | Ended September, 30 |                      | Ended September, 30
|                                                 |                      |                     |                      |                     |                    
|(In thousands)                                   |                      | 2003                |                      | 2002                |                     | Change |        | 2003   |  | 2002 |       | Change
|                                                 |                      |                     |                      |                     |                     |        |        |        |  |      |       |        | 
|Employee compensation and benefits               |                      | $                   | 19,387               |                     |                     | $      | 16,873 |        |  | $    | 2,514 |        |  | $ | 59,321 |         |  | $ | 47,830 |        |  | $ | 11,491 |       
|Occupancy and equipment                          |                      |                     | 6,874                |                     |                     |        | 7,851  |        |  |      | (977  | )      |  |   | 20,237 |         |  |   | 22,154 |        |  |   | (1,917 | )     
|Advertising and promotion                        |                      |                     | 2,444                |                     |                     |        | 2,045  |        |  |      | 399   |        |  |   | 6,916  |         |  |   | 5,082  |        |  |   | 1,834  |       
|Restructuring charges and
impairment write-downs |                      |                     |                     |                     |                     |        |       |        |  |      |      |        |  |   |       |         |  |   | 1,007  |        |  |   | (1,007 | )     
|Amortization of intangible assets                |                      |                     | 439                  |                     |                     |        | 453    |        |  |      | (14   | )      |  |   | 1,332  |         |  |   | 907    |        |  |   | 425    |       
|Acquisition related charges                      |                      |                     |                     |                     |                     |        | (941   | )      |  |      | 941   |        |  |   |       |         |  |   | 864    |        |  |   | (864   | )     
|Professional fees                                |                      |                     | 1,139                |                     |                     |        | 684    |        |  |      | 455   |        |  |   | 3,260  |         |  |   | 2,057  |        |  |   | 1,203  |       
|Selling, general and administrative              |                      |                     | 161                  |                     |                     |        |       |        |  |      | 161   |        |  |   | 970    |         |  |   |       |        |  |   | 970    |       
|Cost associated with debt
redemption             |                      |                     | 2,040                |                     |                     |        |       |        |  |      | 2,040 |        |  |   | 2,040  |         |  |   |       |        |  |   | 2,040  |       
|Other                                            |                      |                     | 6,681                |                     |                     |        | 7,321  |        |  |      | (640  | )      |  |   | 22,076 |         |  |   | 18,988 |        |  |   | 3,088  |       
|                                                 |                      |                     |                      |                     |                     |        |        |        |  |      |       |        |  |   |        |         |  |   |        |        |  |   |        |       
|                                                 | Non-interest expense |                     | $                    | 39,165              |                     |        | $      | 34,286 |  |      | $     | 4,879  |  |   | $      | 116,152 |  |   | $      | 98,889 |  |   | $      | 17,263 | 
|                                                 |                      |                     |                      |                     |                     |        |        |        |  |      |       |        |  |   |        |         |  |   |        |        |  |   |        |       

Compensation and benefits expense increased by 15% for the three months
ended September 30, 2003 from the comparable 2002 quarter. The increase
primarily resulted from an increase in the number of employees and secondarily
from the higher cost of employee benefits and the implementation of a profit
sharing plan on January 1, 2003. The increase in personnel resulted from the
implementation of the Floridas Most Convenient Bankinitiatives, including
seven-day branch banking, extended weekday branch hours and a 24/7 customer
service center. During the 2003 quarter, we recorded a $367,000 employee
profit sharing expense and $2.6 million of employee benefit expenses compared
to zero profit sharing expense and $2.2 million of employee benefit expenses
during the same 2002 quarter. Included in employee benefit expenses during
the three months ended September 30, 2003 was pension expense of $654,000
compared to $507,000 during the same 2002 period. The pension costs were
associated with a frozen defined benefit plan and a 401(k) plan.

Compensation and benefits expense increased by 24% from the comparable
2002 nine-month period. The significant increase in compensation expense
resulted from the items discussed above as well as the addition of 172
employees hired following the Community acquisition on March 22, 2002. During
the nine months ended September 30, 2003, we recorded a $3.1 million profit
sharing expense and $8.6 million of employee benefit expenses compared to zero
and $6.7 million, respectively, during the same 2002 period. Included in
employee benefit expenses during the nine months ended September 30, 2003 was
$2.0 million of pension expense compared to $864,000 during the same 2002
period.

Occupancy and equipment expenses decreased by 12% and 9% for the 2003
third quarter and nine month period, respectively, compared to the same 2002
periods. The decline in occupancy and equipment expenses primarily resulted
from lower data processing costs and depreciation expense. The decline in data
processing expenses was associated with the renewal of a contract at
significantly lower rates than rates paid during the 2002 periods. The
decrease in depreciation expense reflects $600,000 and $1.2 million of
accelerated depreciation expense during the 2002 third quarter and the nine
month period of 2002, respectively, associated with an up-grade of our on-line
banking delivery system. The decrease in occupancy expense during the nine
months ended September 30, 2003 compared to the same 2002 period was partially
offset by additional costs associated with the branches acquired in connection
with the March, 2002 Community acquisition.

Advertising expenses during the three and nine months ended September 30,
2003 and 2002 reflect marketing initiatives to promote our new high
performance account products and our Floridas Most Convenient Bank
initiatives.

During the nine months ended September 30, 2002, we adopted a plan to
discontinue certain ATM relationships, primarily at convenience stores and gas
stations. This resulted in an $801,000 restructuring charge and a $206,000
impairment write-down.

Amortization of intangible assets consisted of the amortization of core
deposit intangible assets acquired in connection with the Community
acquisition. The core deposit intangible assets are being amortized over an
estimated life of seven years.

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BankAtlantic Bancorp, Inc.

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

The higher professional fees for the three and nine months ended September
30, 2003, compared to the same 2002 periods, were primarily associated with
legal fees incurred in connection with a lawsuit filed against BankAtlantic in
October 2002 relating to our Floridas Most Convenient Bankinitiative. See
Note 16 to Notes to consolidated financial statements in the Companys Annual
Report on Form 10-K for the year ended December 31, 2002 for a description of
this lawsuit.

Selling, general and administrative expenses during the three and nine
months ended September 30, 2003 related to the Riverclub joint venture which
was consolidated effective January 1, 2003.

Costs associated with debt redemption resulted from the prepayment
penalties associated with the repayment of $185 million of FHLB advances. We
prepaid these high rate advances on the belief that it will improve our net
interest margin in future periods.

The decrease in other expenses for the three months ended September 30,
2003, compared to the same 2002 period, primarily resulted from the write-down
of $1.4 million of REO during the 2002 quarter, partially offset by higher ATM
interchange expenses, check loss charges, expenses associated with the
Riverclub joint venture and higher general operating expenses. These increases
in other expenses relate to a substantial increase in the number of deposit
accounts and the related increase in transaction volume.

The increase in other expenses for the nine months ended September 30,
2003, compared to the same 2002 period, related to an increase in operating
expenses associated with the items discussed above as well as higher general
operating expenses associated with the Community acquisition and costs related
to converting check cards from Visa to MasterCard. Additionally, during the
second quarter of 2003, the Company relocated a branch, transferred the real
estate associated with the closed branch to real estate held for sale and
recognized a $257,000 impairment loss.

Levitt Corporation and Subsidiaries Results of Operations

|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |       |        | 
|--------------------------------------- | -------------------- | ------------------- | ------ | -------------------- | ------ | ------------------- | ------ | ----- | ----- | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | - | ------ | ------ | ------ | - | ------ | ----- | ------ | 
|                                        |                      |                     |        | For The Three Months |        | For The Nine Months
|                                        |                      |                     |        | Ended September 30,  |        | Ended September 30,
|                                        |                      |                     |        |                      |        |                    
|(In thousands)                          |                      | 2003                |        | 2002                 |        | Change              |        | 2003  |       | 2002 |        | Change
|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |  
|Net interest income:                    |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|Interest on loans and investments       |                      | $                   | 190    |                      |        | $                   | 221    |       |       | $    | (31    | )      |        | $ | 651    |        |        | $ | 1,019  |        |        | $ | (368   | )    
|Interest on notes and bonds payable     |                      |                     | (1,855 | )                    |        |                     | (2,284 | )     |       |      | 429    |        |        |   | (5,961 | )      |        |   | (5,938 | )      |        |   | (23    | )    
|Capitalized interest                    |                      |                     | 1,871  |                      |        |                     | 2,214  |       |       |      | (343   | )      |        |   | 5,727  |        |        |   | 5,554  |        |        |   | 173    |      
|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|Net interest income                     |                      |                     | 206    |                      |        |                     | 151    |       |       |      | 55     |        |        |   | 417    |        |        |   | 635    |        |        |   | (218   | )    
|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|Non-interest income:                    |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|Net revenues from sales of real
estate  |                      |                     | 18,442 |                      |        |                     | 8,281  |       |       |      | 10,161 |        |        |   | 49,751 |        |        |   | 30,066 |        |        |   | 19,685 |      
|Income from unconsolidated
subsidiaries |                      |                     | 3,334  |                      |        |                     | 1,071  |       |       |      | 2,263  |        |        |   | 5,059  |        |        |   | 3,969  |        |        |   | 1,090  |      
|Other                                   |                      |                     | 701    |                      |        |                     | 281    |       |       |      | 420    |        |        |   | 1,821  |        |        |   | 996    |        |        |   | 825    |      
|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|                                        |                      | Non-interest income |        |                      | 22,477 |                     |        |       | 9,633 |      |        |        | 12,844 |   |        |        | 56,631 |   |        |        | 35,031 |   |        |       | 21,600 | 
|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|Non-interest expense:                   |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|Employee compensation and benefits      |                      |                     | 5,153  |                      |        |                     | 3,334  |       |       |      | 1,819  |        |        |   | 13,543 |        |        |   | 9,492  |        |        |   | 4,051  |      
|Advertising and promotion               |                      |                     | 935    |                      |        |                     | 647    |       |       |      | 288    |        |        |   | 3,346  |        |        |   | 2,213  |        |        |   | 1,133  |      
|Selling, general and administrative     |                      |                     | 3,681  |                      |        |                     | 2,852  |       |       |      | 829    |        |        |   | 10,759 |        |        |   | 8,629  |        |        |   | 2,130  |      
|Professional Fees                       |                      |                     | 398    |                      |        |                     | 115    |       |       |      | 283    |        |        |   | 906    |        |        |   | 299    |        |        |   | 607    |      
|Other                                   |                      |                     | 36     |                      |        |                     |       |       |       |      | 36     |        |        |   | 281    |        |        |   | 104    |        |        |   | 177    |      
|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|                                        | Non-interest expense |                     |        | 10,203               |        |                     |        | 6,948 |       |      |        | 3,255  |        |   |        | 28,835 |        |   |        | 20,737 |        |   |        | 8,098 |       
|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      
|Income before income taxes              |                      | $                   | 12,480 |                      |        | $                   | 2,836  |       |       | $    | 9,644  |        |        | $ | 28,213 |        |        | $ | 14,929 |        |        | $ | 13,284 |      
|                                        |                      |                     |        |                      |        |                     |        |       |       |      |        |        |        |   |        |        |        |   |        |        |        |   |        |      

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BankAtlantic Bancorp, Inc.

The table set forth below summarizes Levitt and Sons backlog of homes,
margin on sales of homes, new homes delivered and new home sales contracts for
the three and nine months ended September 30, 2003 and 2002. It also
summarizes Core Communities inventory in acres as well as its margin and acres
sold for the same periods.

|                                    |                                    |  |                            |     |                           |               |      |     |                |  |  |                |   |  |  |     |  
|----------------------------------- | ---------------------------------- |  | -------------------------- | --- | ------------------------- | ------------- | ---- | --- | -------------- |  |  | -------------- | - |  |  | --- | -
|                                    |                                    |  | For the Three Months Ended |     | For the Nine Months Ended
|                                    |                                    |  | September 30,              |     | September 30,            
|                                    |                                    |  |                            |     |                          
|                                    |                                    |  | 2003                       |     | 2002                      |               | 2003 |     | 2002          
|                                    |                                    |  |                            |     |                           |               |      |     |               
|Levitt and Sons and Joint Ventures: |                                    |  |                            |     |                           |               |      |     |                |  |  |                |   |  |  |    
|                                    | Gross margin on sales of homes     |  |                            | 22  | %                         |               |      | 18  | %              |  |  | 22             | % |  |  | 18  | %
|                                    | New homes sale contracts - units   |  |                            | 746 |                           |               |      | 296 |                |  |  | 1,809          |   |  |  | 721 |  
|                                    | New homes sale contracts - dollars |  | $172.2 million             |     |                           | $58.5 million |      |     | $407.7 million |  |  | $149.1 million |  
|                                    | Homes delivered                    |  |                            | 247 |                           |               |      | 168 |                |  |  | 619            |   |  |  | 493 |  
|                                    | Joint venture homes delivered      |  |                            |    |                           |               |      | 27  |                |  |  |               |   |  |  | 138 |  
|Core Communities:                   |                                    |  |                            |     |                           |               |      |     |                |  |  |                |   |  |  |    
|                                    | Gross margin on land sales         |  |                            | 58  | %                         |               |      | 43  | %              |  |  | 43             | % |  |  | 65  | %
|                                    | Acres sold                         |  |                            | 64  |                           |               |      | 59  |                |  |  | 1,550          |   |  |  | 388 |  

|                                    |                      |  |                     |       |      |                |  |       | 
|----------------------------------- | -------------------- |  | ------------------- | ----- | ---- | -------------- |  | ----- | 
|                                    |                      |  | As of September 30,
|                                    |                      |  |                    
|                                    |                      |  | 2003                |       | 2002
|                                    |                      |  |                     |       |     
|Levitt and Sons and Joint Ventures: |                      |  |                     |       |      |                |  |      
|                                    | Backlog of homes     |  |                     | 2,075 |      |                |  | 814   | 
|                                    | Backlog sales value  |  | $456.2 million      |       |      | $169.0 million | 
|                                    | Unsold lot inventory |  |                     | 2,418 |      |                |  | 3,454 | 
|Core Communities:                   |                      |  |                     |       |      |                |  |      
|                                    | Inventory in acres   |  |                     | 5,150 |      |                |  | 5,798 | 

For the Three Months Ended September 30, 2003 Compared to the Same 2002 Period:

Income before income taxes increased 340%, to $12.5 million for the three
months ended September 30, 2003 from $2.8 million for the same 2002 period.
Levitts increases in income before taxes primarily resulted from higher net
revenues from sales of real estate of $10.2 million and increased income from
unconsolidated subsidiaries of $2.3 million. These increases in income were
partially offset by increases of $3.3 million in total non-interest expenses.

Net revenues from sales of real estate represented net revenues on sales
of real estate by Levitt and Sons, Core Communities and Levitt Commercial.
Levitt and Sons net revenues from home sales increased 71% to $11.3 million for
the quarter ended September 30, 2003 from $6.6 million for the same 2002
period. During the 2003 period, 247 homes were delivered compared to 168 homes
delivered during the 2002 period. During the three months ended September 30,
2003, Core Communities net revenues on land sales increased 260% to $7.2
million from $2.0 million for the same 2002 period. During 2003, 64 acres were
sold compared to 59 acres sold in 2002. The 64 acres sold during 2003 had a
margin of 58% compared to the 59 acres sold in 2002, which had a margin of 43%.
The improvement in the margin was primarily due to a higher ratio of commercial
and industrial land sales to residential land sales in 2003 compared to 2002.
Net revenues from sales of real estate are net of Levitt Corporations parent
company amortization of interest previously capitalized of $410,000 and
$245,000 for the 2003 and 2002 periods, respectively.

Income from unconsolidated subsidiaries represented earnings from Levitts
investment in Bluegreen, as well as equity in earnings in real estate joint
venture activities. Equity from earnings (loss) in Levitt Corporation real
estate joint venture activities resulted in a loss of approximately $16,000
during the third quarter of 2003 and a gain of $130,000 in the 2002 period. In
April 2002, Levitt acquired approximately 34% of the common stock of Bluegreen
Corporation (Bluegreen). Levitts investment in Bluegreen is accounted for
under the equity method. The difference between the amount of Levitts equity
in earnings of Bluegreen as reflected on the financial statements and Levitts
percentage ownership in Bluegreen multiplied by its earnings relates to
amortization or accretion of purchase accounting adjustments made at the time
of the acquisition of Levitts interest in Bluegreen. Bluegreens reported net
income for the quarters ended September 30, 2003 and 2002 were
$10.2 million and $5.1 million, respectively. Levitts income
from Bluegreen for the quarters ended September 30, 2003 and 2002 were $3.3
million and $941,000, respectively, net of purchase accounting adjustments of
$34,000 and $1.0 million, respectively. The purchase accounting adjustments in
2002 primarily related to Bluegreens sale of retained interests in notes
receivable which existed at the acquisition date. At that date, the retained
interests were adjusted to reflect an unrealized gain in Levitt Corporations
carrying amount of the asset, and, accordingly, when such gain was realized by
Bluegreen, there was no gain recognized by Levitt Corporation.

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BankAtlantic Bancorp, Inc.

The increase in non-interest expense during the 2003 period compared to
the same 2002 period resulted from an increase in employee compensation and
benefits, advertising, professional fees and selling, general and
administrative. The increase in employee compensation and benefits was
primarily associated with an increase in personnel resulting from the addition
of several new development projects. Levitts number of full time employees
increased to 316 at September 30, 2003 from 216 at September 30, 2002, and the
number of part time employees increased to 33 at September 30, 2003 from 26 at
September 30, 2002. These new projects and an increase in home deliveries
resulted in an increase in selling, general, administrative and advertising
expenses. The increase in professional fees during the quarter ended September
30, 2003 compared to the same 2002 period primarily resulted from legal and
consulting fees associated with the filing of a registration statement on Form
S-1 with the SEC relating to the offering by Levitt of its subordinated
investment notes.

For the Nine Months Ended September 30, 2003 Compared to the Same 2002 Period:

Income before income taxes increased 89% to $28.2 million for the nine
months ended September 30, 2003 from $14.9 million for the same 2002 period.
This increase in income resulted from a $19.7 million increase in Levitts net
revenues on the sales of real estate, as well as increases of $825,000 in other
income and $1.1 million from unconsolidated subsidiaries. These increases in
Levitts income were partially offset by increases of $8.1 million in
non-interest expenses.

Levitt
and Sons net revenues from home sales increased 71% to $30.0
million for the nine months ended September 30, 2003 from $17.5 million for the
same 2002 period, resulting from an increase in home deliveries, as well as an
increase in average sales price of homes. During the 2003 period, 619 homes
were delivered compared to 493 homes delivered during the 2002 period and the
average sales price of homes delivered increased from $216,000 to $218,000.
During the nine months ended September 30, 2003, Core Communities net revenues
on land sales were $19.5 million compared to $18.9 million in 2002. During
2003, 1,550 acres were sold with a margin of 43% compared to 388 acres sold in
2002 with a margin of 65%. The primary reason for the reduction in the margin
was the increase in residential land sales, which have a lower margin than
commercial land sales, in 2003 compared to 2002. Net revenues on land sales in
2002 included the sales of two large tracts of commercial land that generated
combined net revenues of $9.1 million. In 2002, approximately $4.9 million of
Core Communities net revenues on land sales related to sales to Levitt and
Sons. This inter-company transaction was eliminated in consolidation. During
the first quarter of 2003, Levitt Commercial commenced the delivery of its flex
warehouse units, and the net revenues on the sales of its inventory for the
nine months ended September 30, 2003 was approximately $908,000. Net revenues
from the sales of real estate are net of Levitt Corporations parent company
amortization of interest previously capitalized of $1.0 million and $1.2
million for the 2003 and 2002 periods, respectively.

Equity from earnings (loss) in real estate joint venture activities
resulted in a loss of $99,000 during the nine months of 2003 compared to income
of $1.5 million during the corresponding 2002 period. This decrease in earnings
from our real estate joint venture activities primarily resulted from declines
in home deliveries from a joint venture because the joint venture project was
nearing sell-out in 2002. Bluegreens reported net income for the nine months
ended September 30, 2003 was $18.6 million. For the period of ownership from
April to September of 2002, Bluegreens income before the cumulative effect of
a change in accounting principle was $9.2 million. Levitts ownership interest
in the earnings of Bluegreen for the nine months of 2003 was approximately $5.2
million, net of $1.1 million in purchase accounting adjustments primarily
related to Bluegreens sale of retained interests in notes receivable as
previously discussed. Levitts ownership interest in the earnings of Bluegreen
for the period of ownership through September 2002 was approximately $2.5
million, net of $1.0 million in purchase accounting adjustments.

The increase in non-interest expense primarily resulted from the items
discussed for the three months ended September 30, 2003 compared to the same
2002 period.

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BankAtlantic Bancorp, Inc.

RB Holdings, Inc. and Subsidiaries Results of Operations

|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |        |        | 
|------------------------------------------- | -------------------- | ------------------- | ------ | -------------------- | ------ | ------------------- | ------ | ------ | ------ | ---- | ----- | ------ | ----- | - | ------- | ------- | ------- | - | ------ | ------- | ------ | - | ------ | ------ | ------ | 
|                                            |                      |                     |        | For the Three Months |        | For the Nine Months
|                                            |                      |                     |        | Ended September 30,  |        | Ended September 30,
|                                            |                      |                     |        |                      |        |                    
|(In thousands)                              |                      | 2003                |        | 2002                 |        | Change              |        | 2003   |        | 2002 |       | Change
|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |  
|Net interest income:                        |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       
|Interest on securities owned                |                      | $                   | 2,892  |                      |        | $                   | 2,607  |        |        | $    | 285   |        |       | $ | 7,390   |         |         | $ | 5,451  |         |        | $ | 1,939  |       
|Interest expense                            |                      |                     | (277   | )                    |        |                     | (342   | )      |        |      | 65    |        |       |   | (1,018  | )       |         |   | (1,046 | )       |        |   | 28     |       
|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       
|Net interest income                         |                      |                     | 2,615  |                      |        |                     | 2,265  |        |        |      | 350   |        |       |   | 6,372   |         |         |   | 4,405  |         |        |   | 1,967  |       
|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       
|Non-interest income:                        |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |       |       
|Principal transactions                      |                      |                     | 21,092 |                      |        |                     | 13,574 |        |        |      | 7,518 |        |       |   | 70,228  |         |         |   | 33,233 |         |        |   | 36,995 |       
|Investment banking                          |                      |                     | 7,642  |                      |        |                     | 7,614  |        |        |      | 28    |        |       |   | 20,412  |         |         |   | 15,567 |         |        |   | 4,845  |       
|Commissions                                 |                      |                     | 21,257 |                      |        |                     | 21,768 |        |        |      | (511  | )      |       |   | 62,213  |         |         |   | 40,880 |         |        |   | 21,333 |       
|Other                                       |                      |                     | 559    |                      |        |                     | 675    |        |        |      | (116  | )      |       |   | 1,882   |         |         |   | 1,810  |         |        |   | 72     |       
|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       
|                                            |                      | Non-interest income |        |                      | 50,550 |                     |        |        | 43,631 |      |       |        | 6,919 |   |         |         | 154,735 |   |        |         | 91,490 |   |        |        | 63,245 | 
|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       
|Non-interest expense:                       |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       
|Employee compensation
and benefits          |                      |                     | 35,925 |                      |        |                     | 34,114 |        |        |      | 1,811 |        |       |   | 110,740 |         |         |   | 69,384 |         |        |   | 41,356 |       
|Occupancy and equipment                     |                      |                     | 3,287  |                      |        |                     | 3,250  |        |        |      | 37    |        |       |   | 9,277   |         |         |   | 6,606  |         |        |   | 2,671  |       
|Advertising and promotion                   |                      |                     | 544    |                      |        |                     | 804    |        |        |      | (260  | )      |       |   | 2,698   |         |         |   | 2,098  |         |        |   | 600    |       
|Professional fees                           |                      |                     | 2,638  |                      |        |                     | 1,471  |        |        |      | 1,167 |        |       |   | 6,692   |         |         |   | 3,036  |         |        |   | 3,656  |       
|Communications                              |                      |                     | 2,822  |                      |        |                     | 3,035  |        |        |      | (213  | )      |       |   | 10,867  |         |         |   | 6,997  |         |        |   | 3,870  |       
|Floor broker and clearing fees              |                      |                     | 2,328  |                      |        |                     | 2,463  |        |        |      | (135  | )      |       |   | 6,722   |         |         |   | 5,730  |         |        |   | 992    |       
|Acquisition related charges
and impairments |                      |                     |       |                      |        |                     | 870    |        |        |      | (870  | )      |       |   |        |         |         |   | 4,061  |         |        |   | (4,061 | )     
|Other                                       |                      |                     | 1,204  |                      |        |                     | 702    |        |        |      | 502   |        |       |   | 5,103   |         |         |   | 3,701  |         |        |   | 1,402  |       
|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       
|                                            | Non-interest expense |                     |        | 48,748               |        |                     |        | 46,709 |        |      |       | 2,039  |       |   |         | 152,099 |         |   |        | 101,613 |        |   |        | 50,486 |       
|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       
|Income (loss) before income
taxes           |                      | $                   | 4,417  |                      |        | $                   | (813   | )      |        | $    | 5,230 |        |       | $ | 9,008   |         |         | $ | (5,718 | )       |        | $ | 14,726 |       
|                                            |                      |                     |        |                      |        |                     |        |        |        |      |       |        |       |   |         |         |         |   |        |         |        |   |        |       

For the Three Months Ended September 30, 2003 Compared to the Same 2002 Period:

The increase in Ryan Becks net interest income reflects higher average
balances of trading inventory during the current period as well as fees
associated with $210 million of customer margin debit balances and $1.3 billion
in customer money market balances. The above increases in net interest income
also reflect lower interest expense associated with the repayment of a $5
million subordinated note in September 2003.

Principal transaction revenue increased by 55%. The higher revenues
resulted from sales credits earned on new products, and a substantial increase
in the size and number of transactions. The number of retail transactions
processed increased as the number of tickets processed increased from 233,000
during the prior period to 250,000 for the current period. The higher
transaction amounts reflect the improved market conditions during 2003.

Ryan Becks non-interest expenses increased by 4% during the 2003 period.
The higher expenses primarily resulted from employee compensation and
professional fees. The increase in employee compensation was associated with
higher principal transaction sales credits. The higher professional fees
primarily resulted from a significant increase in legal costs associated with
third party litigation involving Gruntal in which claims have been asserted
against Ryan Beck. See Note 16 to the consolidated financial statements in the
Companys Annual Report on Form 10-K for the year ended December 31, 2002 for a
description of these claims. The acquisition related charges and impairments
during 2002 represented costs associated with the Gruntal transaction
including professional fees, stay bonuses and branch closures.

For the Nine Months Ended September 30, 2003 Compared to the Same 2002 Period:

Ryan Becks significant increase in net interest income during the nine
month period ended September 30, 2003 primarily resulted from an increase in
corporate, government bond, and municipal bond inventory average balances
associated with the Gruntal transaction. Also included in interest on
securities owned was Ryan Becks receipt of fees associated with

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BankAtlantic Bancorp, Inc.

customer margin debit balances and fees earned in connection with customer
money market balances. The majority of these accounts were acquired in
connection with the Gruntal transaction.

Principal transactions increased by 111% during the 2003 period. The
primary reason for the increase in principal transactions and commissions was
the addition of financial consultants and trading personnel hired as a result
of the Gruntal transaction. The 2002 period includes the former Gruntal
personnel for the months of May through September 2002, as the transaction was
completed on April 26, 2002.

Investment banking revenues increased 31%. The higher revenues were due
to an increase in the number and size of investment banking transactions during
the 2003 period.

Commission revenue increased by 52%. The improvement was mainly
attributable to the additional financial consultants hired as a result of the
Gruntal transaction.

Employee compensation and benefits increased by 60%. The increase in the
nine month period of 2003 was mainly attributable to the additional personnel
hired and increases in discretionary bonus accruals associated with the
increase in firm revenue resulting from the Gruntal transaction.

Occupancy and equipment expense increased by 40%. The increase was
primarily due to the additional offices acquired in the Gruntal transaction, as
well as two additional offices that were added in the first quarter of 2003.

The increase in communications, floor brokers, clearing fees, and other
expenses related primarily to increased commission revenue and principal
transactions revenue associated with an increased number of financial
consultants.

Parent Company Results of Operations

|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |    |        | 
|------------------------------------------ | -------------------- | ------------------- | ------ | -------------------- | --- | ------------------- | ------ | ---- | --- | ---- | ---- | ------ | --- | - | ------- | ----- | ----- | - | ------- | ----- | ------- | - | ------ | -- | ------ | 
|                                           |                      |                     |        | For the Three Months |     | For the Nine Months
|                                           |                      |                     |        | Ended September 30,  |     | Ended September 30,
|                                           |                      |                     |        |                      |     |                    
|(In thousands)                             |                      | 2003                |        | 2002                 |     | Change              |        | 2003 |     | 2002 |      | Change
|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |       
|Net interest income:                       |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|Interest and fees on loans                 |                      | $                   | 366    |                      |     | $                   | 461    |      |     | $    | (95  | )      |     | $ | 1,201   |       |       | $ | 978     |       |         | $ | 223    |   
|Interest on short term investments         |                      |                     | 71     |                      |     |                     | 18     |      |     |      | 53   |        |     |   | 198     |       |       |   | 266     |       |         |   | (68    | ) 
|Interest on borrowings                     |                      |                     | (4,113 | )                    |     |                     | (4,790 | )    |     |      | 677  |        |     |   | (12,213 | )     |       |   | (12,635 | )     |         |   | 422    |   
|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|Net interest income                        |                      |                     | (3,676 | )                    |     |                     | (4,311 | )    |     |      | 635  |        |     |   | (10,814 | )     |       |   | (11,391 | )     |         |   | 577    |   
|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|Non-interest income:                       |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|(Losses) gains on joint venture
activities |                      |                     | 84     |                      |     |                     | (197   | )    |     |      | 281  |        |     |   | 133     |       |       |   | (28     | )     |         |   | 161    |   
|Income from unconsolidated
subsidiary      |                      |                     | 635    |                      |     |                     | 486    |      |     |      | 149  |        |     |   | 1,466   |       |       |   | 698     |       |         |   | 768    |   
|Impairment of securities                   |                      |                     |       |                      |     |                     | (302   | )    |     |      | 302  |        |     |   |        |       |       |   | (18,459 | )     |         |   | 18,459 |   
|Securities activities                      |                      |                     |       |                      |     |                     | 506    |      |     |      | (506 | )      |     |   | 403     |       |       |   | 3,836   |       |         |   | (3,433 | ) 
|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|                                           |                      | Non-interest income |        |                      | 719 |                     |        |      | 493 |      |      |        | 226 |   |         |       | 2,002 |   |         |       | (13,953 | ) |        |    | 15,955 | 
|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|Non-interest expense:                      |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|Investment banking expense                 |                      |                     |       |                      |     |                     |       |      |     |      |     |        |     |   | 634     |       |       |   | 410     |       |         |   | 224    |   
|Employee compensation and benefits         |                      |                     |       |                      |     |                     |       |      |     |      |     |        |     |   | 80      |       |       |   | 2,933   |       |         |   | (2,853 | ) 
|Professional fees                          |                      |                     | 461    |                      |     |                     | 159    |      |     |      | 302  |        |     |   | 1,161   |       |       |   | 396     |       |         |   | 765    |   
|Loss on debt redemption                    |                      |                     |       |                      |     |                     |       |      |     |      |     |        |     |   | 1,648   |       |       |   |        |       |         |   | 1,648  |   
|Other                                      |                      |                     | 125    |                      |     |                     | 13     |      |     |      | 112  |        |     |   | 497     |       |       |   | 188     |       |         |   | 309    |   
|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|                                           | Non-interest expense |                     |        | 586                  |     |                     |        | 172  |     |      |      | 414    |     |   |         | 4,020 |       |   |         | 3,927 |         |   |        | 93 |       
|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   
|Loss before income taxes                   |                      | $                   | (3,543 | )                    |     | $                   | (3,990 | )    |     | $    | 447  |        |     | $ | (12,832 | )     |       | $ | (29,271 | )     |         | $ | 16,439 |   
|                                           |                      |                     |        |                      |     |                     |        |      |     |      |      |        |     |   |         |       |       |   |         |       |         |   |        |   

Interest and fees on loans during the three and nine months ended
September 30, 2003 and 2002 represent interest income associated with a $5
million loan to Ryan Beck and a $30 million loan to Levitt. The $30 million
loan to Levitt was originated in April 2002. The $5 million Ryan Beck loan was
fully repaid in September 2003.

Interest on short term investments during the three and nine months ended
September 30, 2003 and 2002 represent interest income earned on repurchase
agreement investments with BankAtlantic.

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BankAtlantic Bancorp, Inc.

The decrease in interest expense during the three months ended September
30, 2003, compared to the same 2002 period, resulted from lower rates on
borrowings partially offset by higher average balances. During 2002 and the
nine months of 2003, we redeemed higher rate junior subordinated debentures and
subordinated debentures from the proceeds associated with the issuance of lower
rate trust preferred securities. During the year ended December 31, 2002, we
issued $186.0 million of junior subordinated debentures, and during the nine
months ended September 30, 2003, we issued $77.3 million of junior subordinated
debentures, all of which were issued in connection with the issuance of trust
preferred securities. The average rate of these debentures was 5.90% at
September 30, 2003. A portion of the proceeds from the issuance of those
debentures were used to retire $74.8 million of 9.50% fixed rate trust
preferred securities and $21.0 million of 9.00% subordinated debentures.
The average balance of subordinated debentures and trust preferred securities
increased from $249.7 million during the 2002 quarter to $263.5 million during
the corresponding 2003 quarter. Approximately $7.8 million of the increase in
the average balances resulted from the deconsolidation of the trusts formed to
issue trust preferred securities.

The decrease in interest expense on borrowings during the nine months
ended September 30, 2003, compared to the same 2002 period, primarily resulted
from the items discussed above. The average balance of subordinated debentures
and trust preferred securities increased from $214.8 million during the 2002
nine month period to $265.7 million during the corresponding 2003 period.

Gains (losses) associated with joint venture activities resulted from the
elimination of intercompany interest expense that was capitalized into real
estate inventory at Levitt. The deferred credit is recognized as a reduction
of cost of sales when the real estate is sold.

Income from unconsolidated subsidiaries during the three and nine months
ended September 30, 2003 represents BankAtlantic Bancorps 5% ownership
interest in the earnings of Bluegreen Corporation, adjusted for purchase
accounting valuations and the equity earnings from trusts formed to issue trust
preferred securities.

Securities activities during the three months ended September 30, 2002
represented gains on sales of equity securities. There were no sales of
securities during the three months ended September 30, 2003.

Securities activities during the nine months ended September 30, 2003
represented a gain realized on a liquidating dividend from an equity security.
Securities activities during the nine months ended September 30, 2002 included
sales discussed above as well as the sale of equity securities for a $3.0
million gain.

During 2002, the Company recognized a $15 million impairment charge
associated with its investment in a privately held technology company. Both
Alan B. Levan and John E. Abdo were directors of the technology company and
each held direct and indirect interests in the common stock of the technology
company. Additionally, during 2002, the Company also recognized an impairment
charge of $3.5 million on publicly traded equity securities resulting from
significant declines in value that were other than temporary. The Company did
not recognize impairments on securities during the three and nine months ended
September 30, 2003.

Investment banking expense during the nine months ended September 30, 2003
and 2002 represents underwriting and placement fees paid to Ryan Beck in
connection with the issuance of trust preferred securities by trusts
established by the Company. These fees were included in investment banking
income in Ryan Becks business segment results of operations. These fees were
eliminated in consolidation.

Compensation expense during the nine months ended September 30, 2003
primarily consisted of payroll taxes associated with the redemption of notes
payable issued in connection with the Ryan Beck retention pool established upon
the acquisition of Ryan Beck in June 1998. The compensation expense during the
same 2002 period primarily consisted of $2.0 of million compensation accruals
established for incentive bonuses associated with the Gruntal transaction and
the recognition of compensation expense associated with the Ryan Beck retention
pool.

The increase in professional fees during the 2003 quarter and nine month
period compared to the same 2002 periods consisted of higher fees associated
with litigation relating to the Companys investments in the privately held
technology company discussed above and the consideration of a potential
spin-off of Levitt described below. For a more detailed discussion of the
technology company litigation see Related Party Transactions appearing in the
Companys Annual Report on Form 10-K for the year ended December 31, 2002.

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BankAtlantic Bancorp, Inc.

In April 2003, the Company announced its plan to pursue a spin-off of
Levitt in a tax-free transaction. The proposed spin-off is subject to several
conditions, including the receipt of a private letter ruling from the Internal
Revenue Service that the distribution will be tax-free to the Company and its
shareholders. Depending on the timing of the receipt of the ruling and any
required regulatory approvals, we expect the spin-off to take place by the end
of the fourth quarter of 2003.

Loss on debt redemption during the nine months ended September 30, 2003
resulted from the Company redeeming its 5.625% convertible debentures at a
redemption price of 102% of the principal amount. The loss on the redemption
reflects a $732,000 write-off of deferred offering costs and a $917,000 call
premium.

Financial Condition

Our total assets at September 30, 2003 were $5.2 billion compared to $5.4
billion at December 31, 2002. The decrease in total assets primarily resulted
from:



| |  |  | Accelerated loan and mortgage-backed securities available for
sale repayments due to the historically low interest rate
environment.                     
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | A decline in securities owned associated with the sale of GMS.                                                                                           
|
| |  |  | Lower accrued interest receivable resulting from a substantial
decline in interest rates and lower investment and securities
available for sale balances.
|
| |  |  | A decline in Federal Home Loan Bank stock associated with lower
FHLB advance balances.                                                                   
|
| |  |  | Decreases in investment and advances to unconsolidated
subsidiaries associated with the consolidation of the Riverclub joint
venture.                    
|
| |  |  | Declines in cash and due from depository institutions resulting
from lower cash letter and federal reserve balances.                                     

The above decreases in total assets were partially offset by:



| |  |  | The purchase of approximately $1.1 billion of hybrid adjustable rate residential loans.                                                                                                
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The origination of and participation in commercial real estate loans.                                                                                                                  
|
| |  |  | The origination of home equity loans.                                                                                                                                                  
|
| |  |  | Increases in real estate held for development and sale due to
higher levels of real estate inventory at Levitt and the
consolidation of the Riverclub joint venture.                   
|
| |  |  | The increase in investments in and advances to unconsolidated
subsidiaries of $7.8 million as a result of the deconsolidation of
the trusts formed to issue trust preferred securities.

BankAtlantic made significant purchases of hybrid adjustable rate
residential loans during the nine months ended September 30, 2003 in order to
replace loans and mortgage-backed securities which experienced accelerated
repayments.

The Companys total liabilities at September 30, 2003 were $4.7 billion
compared to $5.0 billion at December 31, 2002.

The decreases in total liabilities primarily resulted from:



| |  |  | The repayment of $185 million of FHLB advances.                                                                                                      
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Redemption of the Companys 5.625% Subordinated Convertible Debentures.                                                                              
|
| |  |  | Repayment of a bank line of credit.                                                                                                                  
|
| |  |  | Lower securities sold not yet purchased and due to clearing agent
balances associated with the sale of Ryan Becks entire membership
interest in GMS.
|
| |  |  | Reduction in certificate of deposit account balances associated with
marketing initiatives focusing on the origination of low cost deposits.         

The above decreases in total liabilities were partially offset by:



| |  |  | The issuance in the aggregate of $77.0 million of junior
subordinated debentures.                                                                          
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The increase in junior subordinated debentures of $7.8 million
as a result of the deconsolidation of the trusts formed to issue
trust preferred securities.

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BankAtlantic Bancorp, Inc.



| |  |  | Additional borrowings by Levitt to fund land purchases and
construction activities.                                                                                                                   
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Higher transaction and savings account balances resulting from
BankAtlantics seven-day banking and totally free checking account
initiatives.                                                        
|
| |  |  | Higher short term borrowings to fund certificate account
outflows, loan originations and loan purchases.                                                                                              
|
| |  |  | Increased other liabilities related to customer deposits at
Levitt associated with a significant increase in backlog of homes and
higher escrow balances associated with commercial real estate loans.

Stockholders equity at September 30, 2003 was $513.7 million compared to
$469.3 million at December 31, 2002. The increase was primarily attributable
to earnings of $50.1 million and the issuance of common stock upon the exercise
of stock options, conversion of subordinated debentures and the issuance of
restricted Class A Common Stock. Offsetting the above increases were
reductions in stockholders equity of $4.2 million associated with activity in
other comprehensive income and the payment of $5.6 million in dividends on
common stock. Included in the change in other comprehensive income was a $2.6
million gain associated with the minimum pension liability, a $8.1 million
unrealized loss on securities available for sale, a $570,000 unrealized gain on
interest rate swap activity and a $769,000 gain associated with the activities
of our investment in Bluegreen.

BankAtlantic Bancorp, Inc. Liquidity and Capital Resources

The Companys principal source of liquidity is dividends from
BankAtlantic. The Company also obtains funds through the issuance of equity
securities, borrowings from financial institutions, issuance of debt
securities, repayment of subsidiary loans and liquidation of equity securities
it holds. The Company uses these funds to contribute capital to its
subsidiaries, pay debt service, repay borrowings, purchase equity securities
available for sale and for administrative expenses. The Companys annual debt
service associated with its junior subordinated debentures and financial
institution borrowings is approximately $15.2 million. The Companys estimated
current annual dividends to common shareholders are approximately $7.8 million.
The declaration and payment of dividends and the ability of the Company to meet
its debt service obligations will depend upon the results of operations,
financial condition and cash requirements of the Company as well as indenture
restrictions and loan covenants and on the ability of BankAtlantic to pay
dividends to the Company. These payments are subject to regulations and OTS
approval and are based upon BankAtlantics regulatory capital levels and net
income. During 2002 and the nine months of 2003, the Company received $22.0
million and $15.0 million, respectively, of dividends from BankAtlantic.

During the nine months ended September 30, 2003, the Company participated
in three pooled trust preferred securities offerings in which an aggregate of
$77.3 million of junior subordinated debentures were issued. The junior
subordinated debentures pay interest quarterly at a fixed rate ranging from
6.40% to 6.65% per annum until 2008, and thereafter at a floating rate equal to
3-month LIBOR plus 315-325 basis points. The debentures are callable in five
years and mature in 2033. The net proceeds to the Company from the issuance of
junior subordinated debentures, after placement fees and expenses, were
approximately $75 million.

The Company used the net proceeds from the above junior subordinated
debentures to redeem $45.8 million of 5.625% Convertible Subordinated
Debentures due 2007, repay $16 million of outstanding borrowings under a credit
facility from an unrelated financial institution, repay $3.7 million of Ryan
Beck retention pool notes payable and for general corporate purposes.

The Company maintains a revolving credit facility of $30 million with an
independent financial institution. The credit facility contains customary
covenants, including financial covenants relating to regulatory capital and
maintenance of certain loan loss reserves and is secured by the common stock of
BankAtlantic. The Company has used this credit facility to temporarily fund
acquisitions and asset purchases as well as for general corporate purposes.
The credit facility had an outstanding balance of $100,000 at September 30,
2003, and we were in compliance with all loan covenants. Amounts outstanding
accrue interest at the prime rate minus 50 basis points, and the facility
matures on September 1, 2004.

Certain covenants contained in a Levitt loan agreement restrict its
ability to pay dividends to the Company. Ryan Beck has not paid dividends to
the Company, and it is not anticipated that Ryan Beck will pay dividends to the
Company during 2003.

BankAtlantic Liquidity and Capital Resources

BankAtlantics liquidity will depend on its ability to generate sufficient
cash to support loan demand, to meet deposit withdrawals, and to pay operating
expenses. BankAtlantics securities portfolio provides an internal source of
liquidity through its short-term investments as well as scheduled maturities
and interest payments. Loan repayments and sales also provide an internal
source of liquidity.

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BankAtlantic Bancorp, Inc.

BankAtlantics primary sources of funds during the nine months ended
September 30, 2003 were deposits; principal repayments of loans and tax
certificates and securities available for sale; proceeds from the sale of loans
and securities available for sale; proceeds from securities sold under
agreements to repurchase; advances from FHLB; and operations. These funds were
primarily utilized to fund loan disbursements and purchases, deposit outflows,
repayments of securities sold under agreements to repurchase, repayments of
advances from FHLB, purchases of tax certificates, payments of maturing
certificates of deposit, to pay operating expenses and to pay dividends to the
Company. The FHLB has granted BankAtlantic a $1.4 billion line of credit
subject to available collateral, with a maximum term of ten years secured by a
blanket lien on BankAtlantics residential mortgage loans and certain
commercial real estate loans. BankAtlantics available borrowings under this
line of credit was approximately $350 million at September 30, 2003.
BankAtlantic has established lines of credit for up to $245 million with other
banks to purchase federal funds and has established a $12.7 million potential
advance with the Federal Reserve Bank of Atlanta. BankAtlantic has various
relationships to acquire brokered deposits. These relationships may be
utilized as an alternative source of borrowings, if needed. At September 30,
2003, BankAtlantic met all applicable liquidity and regulatory capital
requirements.

BankAtlantics commitments to originate and purchase loans at September
30, 2003 were $469.4 million and $1.8 million, respectively, compared to $470.7
million and $85.0 million, respectively, at September 30, 2002. Additionally,
BankAtlantic had commitments to purchase mortgage-backed securities of $12.7
million and $54.7 at September 30, 2003 and 2002, respectively. At September
30, 2003, total loan commitments represented approximately 12.6% of net loans
receivable.

As of September 30, 2003, BankAtlantic had approximately $156.9 million in
investments and mortgage-backed securities pledged against securities sold
under agreements to repurchase. During 2003, BankAtlantic obtained a $92
million letter of credit from the FHLB to secure public deposits. BankAtlantic
pledged approximately $122.7 million of residential loans as collateral for the
FHLB letter of credit.

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

|                          |  |        |         |             |  |             |       |       |  |                |      |   |  |  |       |  
|------------------------- |  | ------ | ------- | ----------- |  | ----------- | ----- | ----- |  | -------------- | ---- | - |  |  | ----- | -
|                          |  |        |         |             |  |             |       |       |  | Minimum Ratios
|                          |  |        |         |             |  |             |       |       |  |               
|                          |  | Actual |         | Adequately  |  | Well       
|                          |  |        |         | Capitalized |  | Capitalized
|(In thousands)            |  | Amount |         | Ratio       |  | Ratio       |       | Ratio
|                          |  |        |         |             |  |             |       |      
|At September 30, 2003:    |  |        |         |             |  |             |       |       |  |                |      |   |  |  |       |  
|Total risk-based capital  |  | $      | 443,769 |             |  |             | 11.91 | %     |  |                | 8.00 | % |  |  | 10.00 | %
|Tier 1 risk-based capital |  | $      | 375,149 |             |  |             | 10.07 | %     |  |                | 4.00 | % |  |  | 6.00  | %
|Tangible capital          |  | $      | 375,149 |             |  |             | 8.20  | %     |  |                | 1.50 | % |  |  | 1.50  | %
|Core capital              |  | $      | 375,149 |             |  |             | 8.20  | %     |  |                | 4.00 | % |  |  | 5.00  | %
|At December 31, 2002:     |  |        |         |             |  |             |       |       |  |                |      |   |  |  |       |  
|Total risk-based capital  |  | $      | 413,469 |             |  |             | 11.89 | %     |  |                | 8.00 | % |  |  | 10.00 | %
|Tier 1 risk-based capital |  | $      | 347,927 |             |  |             | 10.01 | %     |  |                | 4.00 | % |  |  | 6.00  | %
|Tangible capital          |  | $      | 347,927 |             |  |             | 7.26  | %     |  |                | 1.50 | % |  |  | 1.50  | %
|Core capital              |  | $      | 347,927 |             |  |             | 7.26  | %     |  |                | 4.00 | % |  |  | 5.00  | %

Savings institutions are also subject to the provisions of the Federal
Deposit Insurance Corporation Improvement Act of 1991 (FDICIA). Regulations
implementing the prompt corrective action provisions of FDICIA define specific
capital categories based on FDICIAs defined capital ratios, as discussed more
fully in our Annual Report on Form 10-K for the year ended December 31, 2002.

Levitt Corporation Liquidity and Capital Resources

Levitts management assesses liquidity in terms of its ability to generate
cash to fund its operating and investing activities. Historically, Levitt has
funded its operations, development, construction and acquisitions with
internally generated cash flows, debt from independent third parties and
capital contributions and debt from the Company. It is not anticipated that
Levitt will receive any future capital contributions from the Company. It
is anticipated that these other sources will be adequate for current needs;
however, in order to fund desired growth, additional sources of funding will be
required. These may take the form of equity offerings, issuance of secured
indebtedness or issuance of unsecured subordinated or senior debt. Levitt
filed a

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BankAtlantic Bancorp, Inc.

registration statement on Form S-1 with the SEC for the public offering
of up to $100 million of unsecured subordinated investment notes (the
investment notes) which was declared effective on September 30, 2003. Levitt
intends to use the net proceeds from the sale of the investment notes to
support operations and growth, both internally and through acquisitions (which
may include an additional investment in Bluegreen Corporation), for the
repayment of debt, including debt owed to the Company, and for general
corporate purposes.

As of September 30, 2003 and December 31, 2002, Levitt had cash and cash
equivalents of $36.0 million and $16.0 million, respectively.

Levitts primary sources of funds for the nine months ended September 30,
2003 were proceeds from the sale of real estate inventory, distributions from
real estate joint ventures, borrowings and proceeds from development bonds
payable. These funds were primarily utilized for development, construction and
acquisition of real estate, to repay borrowings, to pay general and
administrative expenses and to invest in real estate joint ventures.

Levitt has entered into various loan agreements which provide financing
for acquisition and site improvements and construction of residential units. As
of September 30, 2003, these loan agreements provided for advances, subject to
available collateral, on a revolving basis of up to a maximum of $192.7
million, of which $122.3 million was outstanding. The loans are secured by
mortgages on properties, including improvements. Principal payments are
required as sales of the collateral are consummated. Certain notes and mortgage
notes provide that an event of default may result from a change in ownership,
management or executive management.

Some of Levitts borrowings contain covenants that, among other things,
require Levitt to maintain certain financial ratios and a minimum net worth.
These covenants may have the effect of limiting the amount of debt that Levitt
can incur in the future and restricting the payment of dividends from Levitt to
the Company. At September 30, 2003, Levitt was in compliance with all loan
agreement financial covenants.

Levitt borrowed $30.0 million from BankAtlantic Bancorp primarily to
finance its investment in Bluegreen. The loan is payable on demand and bears
interest payable monthly at prime minus 25 basis points. The loan from
BankAtlantic Bancorp to Levitt was eliminated in the Companys consolidated
financial statements. It is anticipated that the terms of this borrowing will
be modified as described below in the event of the spin-off of Levitt.

The Company announced a plan to pursue a spin-off of Levitt in a tax-free
transaction and has filed a request for a private letter ruling with the
Internal Revenue Service (IRS). Subject to a favorable ruling from the IRS,
the Company intends to convert the $30 million demand note to a five year term
note in connection with the spin-off bearing interest at a rate initially at
prime rate plus increases of an additional .25% every three months. Also, the
Company intends to sell its 5% interest in Bluegreen Corporation to Levitt for
approximately $5.5 million payable in the form of a one year note and
additional Levitt shares. Additionally, prior to the spin-off, Levitt will
declare an $8.0 million dividend to the Company payable in the form of a note.
The $8.0 million note will have the same terms as the $30 million note
described above.

A development district for Levitts Tradition master planned community
issued $28.8 million of bond anticipation notes to provide funding for phase I
common infrastructure. The bond anticipation notes are direct obligations of
the development district and are projected to be refinanced prior to maturity
into long-term assessment or revenue bonds. The development district will
assess the property owners to fund debt service and the ultimate repayment of
the bonds. Levitt will be assessed based on its pro-rata ownership in the
property. The assessment transfers to third parties upon property sales. At
September 30, 2003 Levitt owned 98% of the property subject to the assessment.
The assessment is expected to be levied beginning in the fourth quarter of
2005.

Ryan Beck & Co., Inc. Liquidity and Capital Resources

Ryan Becks primary source of funds during the nine months ended September
30, 2003 were clearing broker borrowings, proceeds from the sale of securities
owned, sale of Cumberland Advisors, sale of GMS, proceeds from securities
sold but not yet purchased, and fees from customers. These funds were
primarily utilized to pay operating expenses, fund the purchase of securities
owned, repay a subordinated note owed to the Company and fund capital
expenditures.

Primarily to finance its trading inventories, Ryan Beck borrows under an
agreement with its clearing broker by pledging securities owned as collateral.
The amount and terms of the borrowings are subject to the lending policies of
the
clearing broker and can be changed at the clearing brokers discretion.
Additionally, the amount financed is also impacted by the market value of the
securities owned which are pledged as collateral.

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BankAtlantic Bancorp, Inc.

At September 30, 2003, Ryan Beck had a line of credit facility with an
unrelated financial institution in the amount of $10 million with an interest
rate of LIBOR plus 1.50%. The line expires on April 1, 2004, and it is secured
by certificates of deposit from Ryan Becks certificate of deposit wholesale
business. There were no amounts outstanding under this facility at September
30, 2003.

Ryan Beck borrowed $5.0 million from BankAtlantic Bancorp evidenced by a
subordinated note in order to fund the Gruntal transaction in April 2002. Ryan
Beck used the proceeds from the sale of GMS to repay the note in September
2003.

Ryan Beck is subject to the net capital provision of Rule 15c3-1 under the
Securities Exchange Act of 1934, which requires the maintenance of minimum net
capital and requires the ratio of aggregate indebtedness to net capital, both
as defined, not to exceed 15 to 1. Additionally, Ryan Beck, as a market maker,
is subject to supplemental requirements of Rule 15c3-1(a)4, which provides for
the computation of net capital to be based on the number of and price of issues
in which markets are made by Ryan Beck, not to exceed $1.0 million. Ryan
Becks regulatory net capital was $21 million, which was $20 million in excess
of its required net capital of $1.0 million.

Ryan Beck operates under the provisions of paragraph (k)(2)(ii) of Rule
15c3-3 of the Securities and Exchange Commission as a fully disclosed
introducing broker and, accordingly, customer accounts are carried on the books
of the clearing broker. However, Ryan Beck safekeeps and redeems municipal bond
coupons for the benefit of its customers. Accordingly, Ryan Beck is subject to
the provisions of SEC Rule 15c3-3 relating to possession or control and
customer reserve requirements and was in compliance with such provisions at
September 30, 2003.




Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Risk

The majority of our assets and liabilities are monetary in nature,
subjecting us to significant interest rate risk which would arise if the
relative values of each of our assets and liabilities changed in conjunction
with a general rise or decline in interest rates. We have developed a model
using standard industry software to quantify our interest rate risk. A
sensitivity analysis was performed measuring our potential gains and losses in
net portfolio fair values of interest rate sensitive instruments at September
30, 2003 resulting from a change in interest rates. See the Companys Annual
Report on Form 10-K for the year ended December 31, 2002 for a detailed
explanation of the model methodology and the assumptions utilized in the model.

Presented below is an analysis of the Companys interest rate risk at
September 30, 2003 as calculated utilizing the Companys model. The table
measures changes in net portfolio value for instantaneous and parallel shifts
in the yield curve in 100 basis point increments up or down.

|                       |   |        |         |               |         |   |          |   |   | 
|---------------------- | - | ------ | ------- | ------------- | ------- | - | -------- | - | - | 
|                       |   |        |         | Net Portfolio |         |   |          |  
|                      
|Changes                |   | Value  |         | Dollar       
|in Rate                |   | Amount |         | Change       
|                       |   |        |         |              
|(dollars in thousands)
|+200 bp                |   | $      | 558,632 |               |         | $ | 35,893   |  
|+100 bp                |   | $      | 563,059 |               |         | $ | 40,320   |  
|                       | 0 |        |         | $             | 522,739 |   |          | $ |  | 
|-100 bp                |   | $      | 465,878 |               |         | $ | (56,861  | )
|-200 bp                |   | $      | 415,892 |               |         | $ | (106,847 | )

Our net interest margin has declined since September 2002. We do not
expect our net interest margin to improve so long as rates remain at these
historically low levels, and this could continue to negatively impact our
earnings for the foreseeable future. Our asset and liability committee
monitors the Companys interest rate risk. Based on the committees on-
going review, it was determined that fixed rate FHLB advances that mature
within six months were at rates significantly above market, and the Companys
net interest margin should improve if these advances were repaid. During
September 2003, the

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BankAtlantic Bancorp, Inc.

Company repaid $185 million of FHLB advances and recognized
a $2.0 million loss as a result of a prepayment penalty. Additionally, the
Company also settled a $25 million notional amount interest rate swap for a
$234,000 loss. The Company will continue to evaluate its high cost FHLB
advances in light of market interest rate conditions and interest rate risk
strategies to determine whether additional prepayments could reduce borrowing
costs and improve its net interest margin. The Company may prepay additional
FHLB advances subject to changes in interest rates and its interest rate risk
strategies.

Equity Price Risk

The Company also maintains a portfolio of securities owned and available
for sale securities that subject it to equity pricing risks which would arise
as the relative values of its securities change in conjunction with market or
economic conditions. The change in fair values of securities represents
instantaneous changes in all equity prices segregated by securities owned,
securities sold not yet purchased, and available for sale securities. The
following are hypothetical changes in the fair value of our securities owned,
securities sold not yet purchased, and available for sale securities at
September 30, 2003 based on percentage changes in fair value. Actual future
price appreciation or depreciation may be different from the changes identified
in the table below.

|                       |     |            |  |            |         |           |  |           |        |            |  |   |         |   |  |   |         |  
|---------------------- | --- | ---------- |  | ---------- | ------- | --------- |  | --------- | ------ | ---------- |  | - | ------- | - |  | - | ------- | -
|                       |     |            |  |            |         |           |  | Available |        | Securities |  |   |         |  
|Percent                |     | Securities |  | for Sale   |         | Sold Not  |  |           |        |           
|Change in              |     | Owned      |  | Securities |         | Yet       |  | Dollar   
|Fair Value             |     | Fair Value |  | Fair Value |         | Purchased |  | Change   
|                       |     |            |  |            |         |           |  |          
|(dollars in thousands)
|                       | 20  | %          |  | $          | 105,404 |           |  | $         | 20,345 |            |  | $ | (18,107 | ) |  | $ | 17,940  |  
|                       | 10  | %          |  | $          | 96,621  |           |  | $         | 18,649 |            |  | $ | (16,598 | ) |  | $ | 8,970   |  
|                       | 0   | %          |  | $          | 87,837  |           |  | $         | 16,954 |            |  | $ | (15,089 | ) |  | $ |        |  
|                       | (10 | )%         |  | $          | 79,053  |           |  | $         | 15,259 |            |  | $ | (13,580 | ) |  | $ | (8,970  | )
|                       | (20 | )%         |  | $          | 70,270  |           |  | $         | 13,563 |            |  | $ | (12,071 | ) |  | $ | (17,940 | )

Excluded from the above table was $300,000 of investments in private
companies for which no current market exists.

Ryan Beck, in its capacity as a market-maker and dealer in corporate and
municipal fixed-income and equity securities, may enter into transactions in a
variety of cash and derivative financial instruments in order to facilitate
customer order flow and to hedge market risk exposures. These financial
instruments include securities sold not yet purchased and futures contracts.
Securities sold not yet purchased represent obligations of Ryan Beck to deliver
specified financial instruments at contracted prices, thereby creating a
liability to purchase the financial instrument in the market at prevailing
prices. Accordingly, these transactions result in off-balance-sheet risk as
Ryan Becks ultimate obligation may exceed the amount reflected in the
Consolidated Statement of Financial Condition. As a securities broker and
dealer, Ryan Beck is engaged in various securities trading and brokerage
activities servicing a diverse group of domestic corporations, governments,
institutional, and individual investors. Ryan Beck has exposure to risks
associated with the nonperformance of these counter parties in fulfilling their
contractual obligations.




Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC reports.

Changes in Internal Controls

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BankAtlantic Bancorp, Inc.

In addition, we reviewed our internal control over financial reporting,
and there have been no significant changes in our internal control over
financial reporting or in other factors that could significantly affect those
controls subsequent to the date of the last evaluation.

Limitations on the Effectiveness of Controls

Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures
and internal controls over financial reporting will prevent all errors and all
improper conduct. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of improper conduct, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people, or
by management override of the control.

Further, the design of any system of controls also is based in part upon
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur
and not be detected.

CEO and CFO Certifications

Appearing as Exhibits 31.1 and 31.2 to this quarterly report are
Certifications of the principal executive officer and the principal financial
officer. The Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002. This Item of this report, which you are currently
reading, is the information concerning the evaluation referred to in the
Section 302 Certifications and this information should be read in conjunction
with the Section 302 Certifications for a more complete understanding of the
topics presented.

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BankAtlantic Bancorp, Inc.




PART II - OTHER INFORMATION




Item 2. Changes in Securities and Use of Proceeds

On October 7, 2003 the Companys Board of Directors adopted Amended and
Restated Bylaws, a copy of which is attached as Exhibit 3 and incorporated by
reference. The principal change contained in the amended Bylaws relates to the
addition of an advance notice provision which provides that shareholders may
only nominate persons for election to the board of directors or propose
business to be brought before the annual meeting of the shareholders by
providing written notice to the secretary of the Company generally not less
than 90 nor more than 120 days prior to the anniversary date of the immediately
preceding annual meeting of shareholders. The notice must also set forth
certain specified information with respect to the shareholder delivering the
notice and with respect to the nominee for election to the board of directors
or the business proposed to be brought before the meeting.




Item 6. Exhibits and Reports on Form 8-K



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

|             |  |                                                                                                                       
|------------ |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibits    
|             |  |                                                                                                                       
|Exhibit 3    |  | Amended and Restated By-Laws of BankAtlantic Bancorp, Inc.                                                            
|             |  |                                                                                                                       
|Exhibit 10.1 |  | Amendments to Stock Option Plans                                                                                      
|             |  |                                                                                                                       
|Exhibit 11   |  | Statement re: Computation of Per Share Earnings                                                                       
|             |  |                                                                                                                       
|Exhibit 31.1 |  | Certification pursuant to Regulation S-X Section 302                                                                  
|             |  |                                                                                                                       
|Exhibit 31.2 |  | Certification pursuant to Regulation S-X Section 302                                                                  
|             |  |                                                                                                                       
|Exhibit 32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
|             |  |                                                                                                                       
|Exhibit 32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002



|(b) |  | Reports on Form 8-K                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------
|   
|    |  | Form 8-K filed on July 22, 2003 to furnish the Companys second quarter
earnings release.                
|   
|    |  | Form 8-K filed on July 30, 2003 to furnish investor presentation materials
pursuant to Item 9 of Form 8-K

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BankAtlantic Bancorp, Inc.




Signatures

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

BANKATLANTIC BANCORP, INC.

|                  |  |     |  |                          
|----------------- |  | --- |  | -------------------------
|November 14, 2003 |  | By: |  | /s/ Alan B. Levan        
|Date              |  |     |  |                          
|                  |  |     |  | Alan B. Levan            
|                  |  |     |  | Chief Executive Officer/ 
|                  |  |     |  | Chairman/President       
|                  |  |     |  |                          
|November 14, 2003 |  | By: |  | /s/ James A. White       
|Date              |  |     |  |                          
|                  |  |     |  | James A. White           
|                  |  |     |  | Executive Vice President,
|                  |  |     |  | Chief Financial Officer  

49