BANKATLANTIC BANCORP INC, 10-Q, 1996-08-14

BANKATLANTIC BANCORP INC
10-Q, 1996-08-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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FORM 10Q

SECURITIES AND EXCHANGE COMMISSION

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

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

For the quarterly period ended June 30, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______

Commission file number 34-027228

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

Florida 65-0507804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida 33304
(Address of principal executive offices) (Zip Code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES [X] NO [ ]

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

Outstanding at
Title of Each Class July 31 , 1996
------------------- ---------------

Class A Common Stock, par value $0.01 per share 4,297,353
Class B Common Stock, par value $0.01 per share 10,630,210

<PAGE>

BankAtlantic Bancorp, Inc.

TABLE OF CONTENTS

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

Financial Statements ................................................. 1 - 6

Consolidated Statements of Financial Condition - June 30, 1996 and
December 31, 1995 - Unaudited .................................... 1

Consolidated Statements of Operations - Unaudited for the Three and Six
Months Ended June 30, 1996 and 1995 ............................... 2

Consolidated Statements of Cash Flows - Unaudited for the Six Months
Ended June 30, 1996 and 1995 ..................................... 3 - 4

Notes to Consolidated Financial Statements - Unaudited .............. 5 - 6

Management's Discussion and Analysis of Results of Operations
and Financial Condition ............................................ 7 - 14

OTHER INFORMATION

Exhibits and Reports on Form 8-K ........................................ 15

Signatures .............................................................. 16

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

BankAtlantic Bancorp, Inc.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED
<TABLE>
<CAPTION>

June 30, December 31,
1996 1995
---- ----
ASSETS
<S> <C> <C>
(In thousands, except share data)
Cash and due from depository institutions ....................................................... $ 60,071 $ 69,867
Investment securities-net, held to maturity, at cost which approximates market value ............ 80,187 49,856
Loans receivable, net ........................................................................... 1,107,497 828,630
Debt securities available for sale, at market value ............................................. 600,094 691,803
Accrued interest receivable ..................................................................... 16,050 14,553
Real estate owned, net .......................................................................... 5,771 6,279
Office properties and equipment, net ............................................................ 44,971 40,954
Federal Home Loan Bank stock, at cost which approximates market value ........................... 8,840 10,089
Mortgage servicing rights ....................................................................... 29,838 20,738
Deferred tax asset, net ......................................................................... 2,147 0
Cost over fair value of net assets acquired ..................................................... 10,211 10,823
Other assets .................................................................................... 9,610 7,097
--------- ---------

TOTAL ASSETS .................................................................................... $1,975,287 $1,750,689
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits ........................................................................................ $1,361,992 $1,300,377
Advances from FHLB .............................................................................. 175,000 201,785
Federal funds purchased ......................................................................... 0 1,200
Securities sold under agreements to repurchase .................................................. 200,713 66,237
Subordinated debentures and note payable ........................................................ 21,000 21,001
Drafts payable .................................................................................. 465 796
Deferred tax liabilities, net ................................................................... 0 744
Advances by borrowers for taxes and insurance ................................................... 43,727 15,684
Other liabilities ............................................................................... 30,739 22,304
--------- ---------

TOTAL LIABILITIES ............................................................................... 1,833,636 1,630,128
--------- ---------
Commitments and contingencies

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 10,000,000 shares authorized: none issued and outstanding ... 0 0
Class A Common Stock, $0.01 par value, authorized 30,000,000 shares; issued and outstanding,
4,297,036 and zero shares ..................................................................... 43 0
Class B Common Stock, $0.01 par value, authorized 15,000,000 shares; issued and outstanding,
10,629,130 and 10,592,999 shares ................................................................ 106 106
Additional paid-in capital ...................................................................... 67,210 48,905
Retained earnings ............................................................................... 75,018 65,817
--------- ---------
Total stockholders' equity before net unrealized appreciation (depreciation) on debt securities
available for sale - net of deferred income taxes ........................................... 142,377 114,828
Net unrealized appreciation (depreciation) on debt securities available for sale - net of
deferred income taxes ....................................................................... (726) 5,733
--------- ---------

TOTAL STOCKHOLDERS' EQUITY ...................................................................... 141,651 120,561
--------- ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................................................... $1,975,287 $1,750,689
========= =========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
</TABLE>

<PAGE>

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

For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------- ---------------------
1996 1995 1996 1995
(In thousands, except share data) ---- ---- ---- ----
INTEREST INCOME:
<S> <C> <C> <C> <C>
Interest and fees on loans .................................. $ 21,877 $ 17,761 $ 42,210 $ 33,504
Interest on debt securities available for sale .............. 9,226 1,408 19,726 2,784
Interest and dividends on investment securities ............. 1,655 3,158 2,914 6,424
Interest on mortgage-backed securities held to maturity ..... 0 10,261 0 20,328
---------- ---------- ---------- ----------
Total interest income ....................................... 32,758 32,588 64,850 63,040
---------- ---------- ---------- ----------
INTEREST EXPENSE:
Interest on deposits ........................................ 12,333 11,773 24,712 22,106
Interest on advances from FHLB .............................. 796 1,761 2,823 3,367
Interest on securities sold under agreements to repurchase .. 1,469 3,090 2,187 6,804
Interest on subordinated debentures and other borrowings .... 498 119 994 121
---------- ---------- ---------- ----------
Total interest expense ...................................... 15,096 16,743 30,716 32,398
---------- ---------- ---------- ----------
NET INTEREST INCOME ......................................... 17,662 15,845 34,134 30,642
Provision for loan losses ................................... 1,455 1,205 2,395 1,381
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ......... 16,207 14,640 31,739 29,261
---------- ---------- ---------- ----------
NON-INTEREST INCOME:
Loan servicing and other loan fees .......................... 1,106 868 1,944 1,843
Gains on sales of loans originated for resale ............... 122 91 286 153
Unrealized gains on trading account securities .............. 0 260 0 573
Gains on sales of mortgage servicing rights ................. 0 1,023 0 1,023
Gains on sales of debt securities available for sale ........ 1,654 0 3,946 0
Other ....................................................... 3,832 3,120 7,372 5,751
---------- ---------- ---------- ----------
Total non-interest income ................................... 6,714 5,362 13,548 9,343
---------- ---------- ---------- ----------
NON-INTEREST EXPENSE:
Employee compensation and benefits .......................... 7,051 6,274 14,419 12,818
Occupancy and equipment ..................................... 2,906 2,598 5,691 5,192
Federal insurance premium ................................... 669 705 1,260 1,392
Advertising and promotion ................................... 730 582 1,237 1,194
Foreclosed asset activity, net .............................. (347) (1,661) (509) (2,824)
Amortization of cost over fair value of net assets acquired . 306 306 612 510
Other ....................................................... 2,370 3,492 5,490 5,889
---------- ---------- ---------- ----------
Total non-interest expense .................................. 13,685 12,296 28,200 24,171
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES .................................. 9,236 7,706 17,087 14,433
Provision for income taxes .................................. 3,687 2,771 6,828 5,117
---------- ---------- ---------- ----------
NET INCOME .................................................. 5,549 4,935 10,259 9,316
Dividends on non-cumulative preferred stock ................. 0 220 0 440
---------- ---------- ---------- ----------
NET INCOME AVAILABLE FOR COMMON STOCKHOLDERS ................ $ 5,549 $ 4,715 $ 10,259 $ 8,876
========== ========== ========== ==========
Net income per common and common equivalent share ........... $ 0.36 $ 0.36 $ 0.69 $ 0.67
========== ========== ========== ==========
Net income per common and common equivalent share
assuming full dilution .................................... $ 0.36 $ 0.35 $ 0.69 $ 0.67
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING ............................. 15,501,684 13,261,672 14,808,542 13,238,700
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING ASSUMING FULL DILUTION ...... 15,501,684 13,391,880 14,830,573 13,303,803
========== ========== ========== ==========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

</TABLE>

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
------------------
1996 1995
---- ----
OPERATING ACTIVITIES:
<S> <C> <C>
Net income ................................................................................ $ 10,259 $ 9,316
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses ................................................................. 2,395 1,381
Reversal of allowance for losses on real estate owned ..................................... 0 (1,000)
Depreciation .............................................................................. 1,703 1,566
Amortization of mortgage servicing rights ................................................ 3,177 2,059
Increase in deferred income taxes ......................................................... 1,026 1,196
Net accretion of securities ............................................................... (553) (147)
Unrealized gains on trading account securities ............................................ 0 (573)
Net amortization of deferred loan origination fees ........................................ (628) (482)
Gains on sales of real estate owned ....................................................... (356) (1,745)
Net (gains) losses on sales of property and equipment ..................................... 71 (15)
Gains on sales of mortgage servicing rights ............................................... 0 (1,023)
Gains on sales of debt securities available for sale ...................................... (3,946) 0
Proceeds from loans originated for resale ................................................. 33,639 12,137
Fundings of loans for resale............................................................... (33,664) (17,322)
Gains on sales of loans originated for resale ............................................. (286) (153)
Loss from joint venture investments ....................................................... 0 (7)
Recovery of tax certificate losses ........................................................ (384) (92)
Amortization of dealer reserve ............................................................ 1,427 653
Amortization of cost over fair value of net assets acquired ............................... 612 510
Net accretion of purchase accounting adjustments .......................................... (191) (268)
Amortization of borrowings deferred costs ................................................ 52 31
Decrease (increase) in accrued interest receivable ........................................ (1,497) 1,480
Decrease (increase) in other assets ....................................................... (2,660) 2,696
Increase (decrease) in other liabilities .................................................. (300) 1,206
Increase (decrease) in drafts payable ..................................................... (331) 670
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES ................................................. 9,565 12,074
-------- --------
INVESTING ACTIVITIES:
Proceeds from redemption and maturities of investment securities .......................... 25,618 75,782
Purchase of investment securities.......................................................... (46,819) (50,547)
Proceeds from sale of debt securities available for sale .................................. 166,985 852
Principal collected on debt securities available for sale ................................. 106,091 6,206
Purchase of debt securities available for sale ............................................ (187,175) 0
Mortgage-backed securities purchased ...................................................... 0 (75,262)
Principal collected on mortgage-backed securities ......................................... 0 41,720
Proceeds from sale of FHLB stock .......................................................... 1,249 0
Principal reduction on loans .............................................................. 275,834 197,716
Loan fundings for portfolio................................................................ (356,929) (263,012)
Loans purchased ........................................................................... (199,839) 0
Additions to dealer reserve ............................................................... (1,471) (1,546)
Proceeds from sales of real estate owned .................................................. 1,721 4,694
Mortgage servicing rights acquired ........................................................ (12,277) (3,090)
Proceeds from sales of mortgage servicing rights .......................................... 0 3,373
Repayment of advances to joint ventures ................................................... 0 1,240
Additions to office property and equipment ................................................ (5,791) (1,511)
Proceeds from sales of property and equipment ............................................. 0 15
Purchase of MegaBank, net of cash acquired ................................................ 0 (14,914)
-------- --------
NET CASH USED BY INVESTING ACTIVITIES...................................................... (232,803) (78,284)
-------- --------

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
(CONTINUED)
</TABLE>

<PAGE>

CONSOLIDATED STATEMENTS FOR CASH FLOWS - UNAUDITED
<TABLE>
<CAPTION>
(CONTINUED)

For the Six Months
Ended June 30,
--------------------
1996 1995
---- ----
FINANCING ACTIVITIES:
<S> <C> <C>
Net increase in deposits ......................................................... $ 40,164 $ 20,135
Interest credited to deposits .................................................... 21,466 20,036
Repayments of FHLB advances ...................................................... (388,755) (207,050)
Proceeds from FHLB advances ...................................................... 361,970 165,000
Net increase in securities sold under agreements to repurchase ................... 134,476 43,237
Net decrease in federal funds purchased .......................................... (1,200) 0
Proceeds from note payable ...................................................... 0 3,931
Repayment of note payable ........................................................ (1) (1,000)
Issuance of common stock, net .................................................... 18,270 1,083
Receipts of advances by borrowers for taxes and insurance ........................ 28,043 24,949
Preferred stock dividends paid ................................................... 0 (440)
Common stock dividends paid ...................................................... (991) (793)
------- ------
NET CASH PROVIDED BY FINANCING ACTIVITIES ....................................... 213,442 69,088
------- ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................................ (9,796) 2,878
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................................. 69,867 55,980
------- ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ....................................... $ 60,071 $ 58,858
======= ======

SUPPLEMENTARY DISCLOSURE AND NON-CASH INVESTING AND FINANCING ACTIVITIES:
Interest paid on borrowings ...................................................... $ 29,905 $ 33,478
Income taxes paid ................................................................ 6,100 5,220
Income taxes refunded ............................................................ 0 88
Loans transferred to real estate owned ........................................... 857 792
Loan charge-offs ................................................................. 3,415 2,133
Tax certificate charge-offs net of recoveries .................................... 353 1,626
Common stock dividend declared and not paid until July ........................... 524 412
Increase in equity for the tax effect related to the exercise of employee stock
options......................................................................... 78 15
Accrual for the purchase of tax certificates paid in July ........................ 8,746 10,918
Change in net unrealized appreciation on debt securities available for sale ...... (10,515) 2,268
Change in deferred taxes on net unrealized appreciation on debt securities
available for sale ............................................................. (4,056) 875
Change in stockholders' equity from net unrealized appreciation on debt securities
available for sale, less related deferred income taxes ......................... (6,459) 1,393
======= ======

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
</TABLE>

<PAGE>

BankAtlantic Bancorp, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1. PRESENTATION OF INTERIM FINANCIAL STATEMENTS

BankAtlantic Bancorp, Inc. ("BBC") is a unitary savings bank holding
company. BBC's primary asset is the capital stock of BankAtlantic, a Federal
Savings Bank ("BankAtlantic"), its wholly owned subsidiary, and BBC's principal
activities relate to the operations of BankAtlantic and BankAtlantic's
subsidiaries. BankAtlantic's subsidiaries are primarily utilized to dispose of
real estate acquired through foreclosure. All significant inter-company balances
and transactions have been eliminated in consolidation.

In management's opinion, the accompanying consolidated financial statements
contain such adjustments necessary to present fairly BBC's consolidated
financial condition at June 30, 1996, the consolidated results of operations for
the three and six months ended June 30, 1996 and 1995 and the consolidated cash
flows for the six months ended June 30, 1996 and 1995. Such adjustments
consisted only of normal recurring items. The consolidated financial statements
and related notes are presented as permitted by Form 10Q and should be read in
conjunction with the notes to consolidated financial statements appearing in
BBC's Annual Report on Form 10K for the year ended December 31, 1995 and the
March 31, 1996 Form 10Q.

2. SALE OF MORTGAGE-BACKED SECURITIES

During the three and six months ended June 30, 1996, BBC sold $84.0 million
and $136.6 million of adjustable rate mortgage-backed securities, $0 and $20.5
million of 15 year mortgage-backed securities and $5.9 million and $5.9 million
of seven year balloon mortgage-backed securities for gains of $1.7 million and
$3.9 million, respectively. Proceeds of $167.0 million from the sales as well as
securities principal repayments were used to purchase treasury notes with an
average yield of 6.13% and maturities in 1998.

3. EQUITY CAPITAL

The follow table sets forth the changes in common stockholders' equity for
the six months ended June 30, 1996 before net realized appreciation of debt
securities available for sale:
<TABLE>
<CAPTION>

Common Additional Retained
Stock Paid in Capital Earnings
----- --------------- --------
(in thousands)
<S> <C> <C> <C>
Balance at December 31, 1995 ............................. $ 106 $ 48,905 $ 65,817
Proceeds from issuance of Class A Common Stock, net ...... 12 17,993 0
Exercise of 1984 stock options ........................... 1 342 0
Net income on common shares .............................. 0 0 10,259
Dividends on common stock ................................ 0 0 (1,058)
25% stock split........................................... 30 (30) 0
------- -------- -------
Balance as of June 30, 1996 .............................. $ 149 $ 67,210 $ 75,018
======= ======== =======
</TABLE>

On July 9, 1996, the Board of Directors declared a common stock split
effected in the form of a 25% stock dividend, payable in Class A Common Stock to
BBC's Class A and Class B common shareholders of record on July 19, 1996. The
stock dividend is payable in Class A Common Stock regardless of the class of
shares held. Where appropriate, amounts throughout this report have been
adjusted to reflect the stock dividend.

On May 21, 1996 the shareholders approved the BankAtlantic Bancorp 1996
Stock Option Plan (the "1996 Plan") which authorized the issuance of options to
acquire up to 1.0 million shares of Class A Common Stock. The 1996 Plan expires
on April 2, 2006. On July 9, 1996, 274,868 of incentive stock options and
219,195 of non-qualifying stock options were granted pursuant to the 1996 Stock
Option Plan to all officers of BankAtlantic. All of the incentive and
non-qualifying stock options are exercisable for BBC's Class A Common Stock,
with an exercise price equal to the fair market value at the date of grant
($11.20), expire ten years from the date of grant and are exercisable any time
after five years from the date of grant.

4. TAX CERTIFICATES

At June 30, 1996, other liabilities included a $8.7 million liability
associated with the purchase by BankAtlantic of tax certificates. The liability
was paid in July 1996.

5. ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES

In June 1996 the FASB issued Statement of Financial Accounting Standards No.
125 ("FAS 125") which provides accounting and reporting standards for transfers
and servicing of financial assets and extinguishments of liabilities. FAS 125
requires sales recognition if after the transfer of an asset, the institution
surrenders control of the asset. Furthermore, the statement requires liabilities
and derivatives incurred by the transferor as part of a transfer of financial
assets to be measured at fair value and FAS 125 also requires that servicing
assets and other retained interests in the transferred assets be measured by
allocating the previous carrying amount between the assets sold, and retained
interests based on relative fair values at the date of the transfer. Retroactive
application is prohibited and the statement is effective for transfers occurring
after December 31, 1996. If the above statement were implemented as of June 30,
1996, the effect on BankAtlantic's current operations would be immaterial.

6. OTHER INFORMATION

On April 9, 1996, BankAtlantic entered into an agreement to acquire Bank of
North America Bancorp ("BNAB") for approximately $54.0 million in cash. The
acquisition will be accounted for as a purchase for financial reporting
purposes. BNAB's primary asset is its wholly owned subsidiary, Bank of North
America ("BNA"), a Florida chartered commercial bank. BNA has 13 branches with
11 located in Broward county, and one in Dade county and one in Palm Beach
county. Closing of the acquisition is expected to occur in the fourth quarter of
1996, subject to certain conditions including receipt of all required regulatory
approvals. For a further discussion on the potential purchase of BNAB and
selected pro forma combined financial data see BBC's Quarterly Report on Form
10Q for the quarter ended March 31, 1996.

On July 3, 1996, BBC closed a public offering of $57.5 million of 6 3/4%
Convertible Subordinated Debentures due July 1, 2006 (the "6 3/4% Debentures").
The 6 3/4% Debentures are convertible at an exercise price of $12.80 per share
into an aggregate of 4,492,188 shares of Class A Common Stock. Net proceeds to
BBC were $55.2 million net of underwriting discount and offering expenses. BBC
contributed $35.0 million of the proceeds to BankAtlantic which will be utilized
for general corporate purposes, including possible future acquisitions such as
the acquisition of BNAB discussed above. The remaining net proceeds will be
utilized by BBC for general corporate purposes including, the repurchase of up
to one million shares of BBC common stock. Any common stock repurchase is
dependent upon market conditions and is subject to compliance with all
applicable securities laws. The 6 3/4% Debentures are not common stock
equivalents and therefore, will not affect net income per common and common
equivalent share. However, convertible securities, if dilutive, are always
included in net income per common and common equivalent share assuming full
dilution. Fully diluted income per common share will assume the hypothetical
conversion of the 6 3/4% Debentures by excluding the interest charges of the 6
3/4% Debentures from fully diluted net income and by increasing the weighted
average number of common and common equivalent shares outstanding assuming full
dilution.

7. RECLASSIFICATIONS

Certain prior year balances have been reclassified to conform with the 1996
financial statement presentation.

<PAGE>

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

RESULTS OF OPERATIONS

BBC's net income available for common stockholders for the quarter ended June
30, 1996 was $5.5 million or $.36 primary and fully diluted earnings per common
and common equivalent share compared to $4.7 million or $.36 primary earnings
per common and common equivalent share and $.35 fully diluted earnings per
common and common equivalent share for the quarter ended June 30, 1995. BBC's
net income available for common stockholders for the six months ended June 30,
1996 was $10.3 million or $.69 primary and fully diluted earnings per common and
common equivalent share compared to $8.9 million or $.67 primary and fully
diluted earnings per common and common equivalent share for the six months ended
June 30, 1995.

Net interest income after provision for loan losses was $16.2 million for the
June 30, 1996 quarter compared to $14.6 million for the quarter ended June 30,
1995. During the 1996 quarter, total interest income increased by $170,000
primarily due to higher interest earned on loans, partially offset by lower
interest income on securities and investments. This increase in loan interest
income reflects higher average balances resulting from the purchase of $199.8
million of residential, first mortgage loans as well as loan originations. The
decline in interest income on securities and investments resulted from lower
average balances primarily due to principal repayments and the sale of $163.0
million of mortgage-backed securities available for sale during the six months
ended June 30, 1996. During the three months ended June 30, 1996 total interest
expense was $15.1 million compared to $16.7 million during the comparable 1995
period. Higher interest expense on deposits and subordinated debentures was
offset by lower interest expense on FHLB advances and securities sold under
agreements to repurchase. The increase in deposit interest expense resulted from
higher deposit average balances. The subordinated debenture interest expense
resulted from the $21.0 million issuance of 9% debentures during the latter part
of 1995. The decline in interest expense on FHLB advances and securities sold
under agreements to repurchase primarily resulted from lower average balances
and secondarily from lower rates during 1996 compared to 1995. The lower average
balances reflect higher deposit average balances as well as the receipt in March
1996 of $18.4 million of proceeds from the public offering of Class A Common
Stock of which $14 million was contributed by BBC to the capital of
BankAtlantic. The provision for loan losses was $1.5 million for the three
months ended June 30, 1996 compared to $1.2 million during the comparable 1995
period. The increased 1996 provision resulted from $209,000 of higher net
consumer loan charge-offs in the 1996 period compared to the same period during
1995. Non-interest income was $6.7 million for the three months ended June 30,
1996 compared to $5.4 million for the comparable 1995 period. The $1.4 million
increase primarily related to $869,000 of higher ATM and transaction account fee
income, and a $402,000 increase in gains on sales of assets. Non-interest
expense for the quarter ended June 30, 1996 was $13.7 million compared to $12.3
million for the same period in 1995. The net increase of $1.4 million reflects
decreased gains on the sale of foreclosed assets, higher employee compensation
costs, and increased occupancy and equipment expenses, partially offset by a
decline in the provision for tax certificate losses and lower legal fees. The
increased employee compensation and occupancy and equipment expense primarily
related to the opening of seven additional branches since June 30 1995. The 1995
provision for income taxes was reduced by $311,000 due to a reduction in the
deferred tax asset valuation allowance.

Net interest income after provision for loan losses was $31.7 million for the
six months ended June 30, 1996 compared to $29.3 million for the comparable 1995
period. Total interest income increased due to higher interest income earned on
loans substantially offset by lower interest income from securities. The
increased loan interest income resulted from higher loan average balances due to
increased loan originations and purchases. The lower securities interest income
was caused by lower average balances resulting from sales of mortgage-backed
securities and principal paydowns. The lower interest expense resulted from
higher deposit average balances and lower short term borrowing average balances
and rates during the 1996 period compared to the 1995 period. Non-interest
income was $13.5 million for the 1996 six month period compared to $9.3 million
during the comparable 1995 period. As discussed under quarterly results, higher
gains on the sales of assets and increased ATM and transaction fee income were
the primary causes of the increase. Non-interest expense was $28.2 million for
the six months ended June 30, 1996 compared to $24.2 million during the
comparable 1995 period. The increase was associated with items discussed above
for the current quarter. The 1995 provision for income taxes was reduced by
$581,000 due to a reduction in the deferred tax asset valuation allowance.

<PAGE>

NET INTEREST INCOME
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ------------------------------
(In thousands) 1996 1995 Change 1996 1995 Change
- ------------- ---- ---- ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Interest and fees on loans ............................ $ 21,877 $ 17,761 $ 4,116 $ 42,210 $ 33,504 $ 8,706
Interest on debt securities available for sale ........ 9,226 1,408 7,818 19,726 2,784 16,942
Interest and dividends on investment securities ....... 1,655 3,158 (1,503) 2,914 6,424 (3,510)
Interest on mortgage-backed securities held to maturity 0 10,261 (10,261) 0 20,328 (20,328)
Interest on deposits .................................. (12,333) (11,773) (560) (24,712) (22,106) (2,606)
Interest on advances from FHLB ........................ (796) (1,761) 965 (2,823) (3,367) 544
Interest on securities sold under agreements to
repurchase ......................................... (1,469) (3,090) 1,621 (2,187) (6,804) 4,617
Interest on subordinated debentures and note payable .. (498) (119) (379) (994) (121) (873)
-------- --------- -------- -------- ------- -------
Net interest income ................................ $ 17,662 $ 15,845 $ 1,817 $ 34,134 $ 30,642 $ 3,492
======== ========= ======== ======== ======= =======

</TABLE>

During the three months ended June 30, 1996 compared to the same period in
1995, the increase in interest and fees on loans reflects higher average
balances resulting from loan fundings, and loan purchases partially offset by
lower rates earned on residential and consumer loans. Loan fundings for
portfolio were $356.9 million for the six months ended June 30, 1996 compared to
$263.0 million for the comparable 1995 period. During the six months ended June
30, 1996 BankAtlantic purchased for portfolio $23.9 million of adjustable rate
and $175.9 million of fixed rate residential first mortgage loans from various
mortgage bankers and financial institutions located in various states. As a
result, total loans receivable, net increased from $828.6 million at December
31, 1995 to $1.1 billion at June 30, 1996. The decrease in yields earned on
residential loans resulted from an increase in adjustable rate loan balances and
the purchased loans discussed above. Adjustable rate residential loans increased
from $74.2 million at June 30, 1995 to $173.9 million at June 30, 1996. Yields
on consumer loans were lower due to the origination of lower yielding loans
during the latter part of 1995 and 1996 as well as payoffs of higher yielding
loans. In December 1995, all mortgage-backed and investment securities,
excluding tax certificates, then classified as held-to-maturity were
reclassified as available for sale; therefore, during 1996 there were no
mortgage-backed securities heldfor investment. The decline in interest on
securities and investments resulted from principal repayments and the sale of
$163.0 million of mortgage-backed securities available for sale during the six
months ended June 30, 1996. The decline in average balances on securities and
investments from the above sale were partially offset by the $187.2 million
purchase of treasury notes during the second quarter of 1996.

The increase in interest on deposits resulted from higher average deposit
balances during 1996 partially offset by lower deposit rates. Average deposit
balances increased from $1.1 billion for the three months ended June 30, 1995 to
$1.2 billion during the comparable 1996 period, whereas average deposits rates
declined from 4.13% during the 1995 quarter to 4.01% during the 1996 quarter.
The decline in the deposit rates reflects a lower short term rate environment
during 1996 compared to 1995. The decrease in interest expense on advances from
FHLB and securities sold under agreements to repurchase was primarily due to
lower average balances and average rates. Advances from FHLB and securities sold
under agreements to repurchase average balances during the quarter decreased
from $118.7 million and $213.8 million during 1995 to $53.6 million and $117.3
million, respectively during 1996. Furthermore, average rates paid on advances
from FHLB and securities sold under agreements to repurchase declined from 5.99%
and 5.78% during the 1995 three month period to 5.94% and 4.89%, respectively
during the same period in 1996. The lower average balance of advances from FHLB
and securities sold under agreements to repurchase resulted from increased
deposit balances, the contribution to capital of BankAtlantic by BBC from BBC's
issuance of subordinated debentures and Class A Common Stock and the sales of
mortgage-backed securities discussed above. Interest on subordinated debentures
and note payable relates to the $21.0 million of Debentures issued in September
and October 1995 and a $4.0 million note issued in March 1995.

During the six months ended June 30, 1996, net interest income increased by
$3.5 million. The increase in total interest income was impacted by higher loan
average balances partially offset by lower securities and investment average
balances. Loan average balances increased from $691.4 million during the six
months ended June 30, 1995 to $898.5 million during the comparable 1996 period.
Securities and investments average balances declined from $880.5 million during
the six months ended June 30, 1995 to $682.4 million during the comparable 1996
period. The yields on interest earning assets increased from 7.99% for the 1995
six month period to 8.20% during the same period in 1996. The higher yields
reflect a change in the mix of interest earning assets. Average loan balances
increased from $694.5 million to during the six months ended June 30, 1995 to
$898.5 million during the comparable 1996 period, whereas, average securities
balances declined from $883.4 million during the six month period in 1995 to
$682.4 million during the comparable period in 1996. f The average yield on
loans was 9.40% for the six months ended June 30, 1996 compared to 9.69% during
the comparable 1995 period, while the average yield on securities was 6.69%
during the 1995 six month period compared to 6.64% for the comparable 1996
period. The decrease in total interest expense was primarily related to the
items discussed above for the quarter.

PROVISION FOR LOAN LOSSES

The provision for loan losses for second quarter 1996 was $1.5 million
compared to $1.2 million during the comparable 1995 period. The provision for
the 1996 quarter reflects $945,000 of consumer loan net charge-offs compared to
$736,000 during the 1995 quarter and $10,000 of commercial loan net charge-offs
in 1996 compared to $155,000 of net recoveries during 1995. In addition,
residential loan net charge-offs were $0 during the 1996 quarter and $124,000
during the 1995 quarter. The increase in 1996 second quarter consumer loan net
charge-offs related to a $400,000 increase in indirect automobile loan net
charge-offs. BankAtlantic re-entered indirect consumer lending with the
acquisition of MegaBank which was active in indirect automobile lending. Subject
Portfolio net charge-offs during 1996 were $130,000 compared to $136,000 during
1995.

The provision for loan losses for the six months ended June 30, 1996
increased $1.0 million from the comparable 1995 period. The increase primarily
related to $1.0 million of additional consumer loan net charge-offs during 1996
compared to 1995. Net charge-offs from indirect automobile loans were $1.5
million during the 1996 six month period compared to $557,000 during the
comparable 1995 period. Subject Portfolio net charge-offs during the 1996 six
month period were $408,000 compared to $477,000 during the comparable 1995
period.

The following table presents the amounts of BBC's risk elements and
non-performing assets (in thousands):

June 30, December 31,
1996 1995
---- ----
Nonaccrual
Tax certificates ....................... $ 2,954 $ 2,044
Loans .................................. 7,013 11,174
------ ------
9,967 13,218
------ ------
Repossessed Assets:
Real estate owned ....................... 5,771 6,279
Repossessed assets ...................... 433 461
------ ------
6,204 6,740
Contractually past due 90 days or more (1)... 514 1,536
------ ------
Total non-performing assets ........ 16,685 21,494
Restructured loans .......................... 3,500 2,533
------ ------
Total risk elements ............... $20,185 $24,027
====== ======

(1) The majority of these loans have matured and the borrower continues to
make payments under the matured loan agreement. BankAtlantic is in the
process of renewing or extending these matured loans.

BankAtlantic's "risk elements" consist of restructured loans and
"non-performing" assets. The classification of loans as "non-performing" is
generally based upon non-compliance with loan performance and collateral
coverage standards, as well as management's assessment of problems related to
the borrower's or guarantor's financial condition. BankAtlantic generally
designates any loan that is 90 days or more delinquent as non-performing.
BankAtlantic may designate loans as non-performing prior to the loan becoming 90
days delinquent, if the borrower's ability to repay is questionable. A
"non-performing" classification alone does not indicate an inherent principal
loss; however, it generally indicates that management does not expect the asset
to earn a market rate of return in the current period. Restructured loans are
loans for which BankAtlantic has modified the loan terms due to the financial
difficulties of the borrower.

The decrease in total risk elements at June 30, 1996 as compared to December
31, 1995 primarily relates to decreases in non-accrual loans, loans
contractually past due 90 days or more, and real estate owned. The above
decreases were partially offset by increases in restructured loans and
non-accrual tax certificates. The $4.2 million decrease in nonaccrual loans
primarily resulted from the restructuring of a $1.4 million commercial real
estate loan, the pay-off of a $1.6 million commercial non-residential loan, the
foreclosure of a $680,000 office building loan, and the reinstatement of a
$391,000 commercial real estate loan to an accruing status The increase in
restructured loans reflects the nonaccrual loan restructured above less cash
repayments. The decline in real estate owned balances reflects the sale of $1.4
million of properties during the six month period ending June 30, 1996 partially
offset by the office building foreclosure discussed above. Furthermore, tax
certificate nonaccrual balances increased by $910,000 due to the aging of tax
certificates in the portfolio, while loans contractually past due 90 days or
more declined by $1.0 million resulting from loan renewals and loan repayments.

NON-INTEREST INCOME
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- -----------------------------
(In thousands) 1996 1995 Change 1996 1995 Change
- -------------- ---- ---- ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Loan servicing and other loan fees ................. $1,106 $ 868 $ 238 $ 1,944 $1,843 $ 101
Gains on sale of loans originated for resale ....... 122 91 31 286 153 133
Gains on sale of mortgage servicing rights ......... 0 1,023 (1,023) 0 1,023 (1,023)
Gains on sales of debt securities available for sale 1,654 0 1,654 3,946 0 3,946
Realized and unrealized gains on trading account
securities ...................................... 0 260 (260) 0 573 (573)
Other .............................................. 3,832 3,120 712 7,372 5,751 1,621
----- ----- ----- ------ ----- ------
Total non-interest income ....................... $6,714 $5,362 $1,352 $13,548 $9,343 $ 4,205
===== ===== ===== ====== ===== ======
</TABLE>

The increase in loan servicing and other loan fees during the three and six
month periods in 1996 compared to the corresponding 1995 period resulted from
higher commercial loan commitment fees due to increased loan production, and
additional income from mortgage loan penalties and consumer loan late fees. The
above increases in fee income were partially offset by lower net servicing fee
income. The decreased servicing fee income reflects higher amortization of
mortgage servicing rights due to increased residential loan prepayments and the
acquisition of additional servicing rights.

During the three and six months ended June 30, 1996 and 1995, BankAtlantic
sold $18.1 and $33.4 million and $7.4 and $12.0 million, respectively, of
recently originated residential loans for gains as reported in the above table.

During the three months ended June 30, 1995, BankAtlantic sold $2.4 million
of mortgage servicing rights for gains as reported in the above table. These
rights related to approximately $199.4 million of loans serviced for others
during 1995.

During the three months ended June 30, 1996, BankAtlantic sold from its
available for sale portfolio $84.0 million of adjustable rate mortgage-backed
securities and $5.9 million of seven year balloon mortgage-backed securities for
gains as reported in the above table. During the six months ended June 30, 1996,
BankAtlantic sold from its available for sale portfolio $136.6 million of
adjustable rate mortgage-backed securities, $20.5 million of 15 year
mortgage-backed securities and $5.9 million of seven year balloon
mortgage-backed securities for gains, as reported in the above table.

The unrealized gain on trading account securities during 1995 relates to two
$5.0 million U.S. treasury notes acquired upon the exercise of European put
options in 1993. The treasury notes were subsequently sold during August 1995.

The increase in other non-interest income during the three months ended June
30, 1996 compared to the 1995 period was due to higher fees earned on checking
accounts and ATM services. Checking account income and ATM fees were $2.0
million and $1.1 million for the second quarter 1996, respectively, compared to
$1.8 million and $498,000 during the comparable 1995 period, respectively. In
April 1996 BankAtlantic's ATM network initiated surcharge fees for
non-customers. The significant increase in ATM fee income primarily resulted
from this surcharge fee. The additional checking account income reflects higher
fees earned on overdrafts and demand deposit accounts based on higher balances
of transaction accounts.

The increase in other non-interest income during the six months ended June
30, 1996 compared to the 1995 period was due to the items discussed above, and
an increase in lease income. Checking account income and ATM fees were $3.9
million and $1.7 million for six months ended June 30, 1996, respectively,
compared to $3.4 million and $937,000 during the comparable 1995 period,
respectively. Lease income increased from $305,000 during the 1995 six month
period to $513,000 during the comparable 1996 period. The additional lease
income resulted from a rent settlement relating to a leased property located in
Broward County.

<PAGE>

NON-INTEREST EXPENSES
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ------------------------------
(In thousands) 1996 1995 Change 1996 1995 Change
- -------------- ---- ---- ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Employee compensation and benefits .... $ 7,051 $ 6,274 $ 777 $ 14,419 $ 12,818 $ 1,601
Occupancy and equipment ............... 2,906 2,598 308 5,691 5,192 499
Federal insurance premium ............. 669 705 (36) 1,260 1,392 (132)
Advertising and promotion ............. 730 582 148 1,237 1,194 43
Foreclosed asset activity, net ........ (347) (1,661) 1,314 (509) (2,824) 2,315
Amortization of cost over fair value of
net assets acquired ................ 306 306 0 612 510 102
Other ................................. 2,370 3,492 (1,122) 5,490 5,889 (399)
------- ------- ------- ------- ------- ------
Total non-interest expenses ....... $ 13,685 $ 12,296 $ 1,389 $ 28,200 $ 24,171 $ 4,029
======= ======= ======= ======= ======= ======
</TABLE>

The increase in employee compensation and benefits during the three and six
months ended June 30, 1996 resulted from the number of full time equivalent
employees increasing from 746 at December 31, 1995 to 800 at June 30, 1996 as
well as annual salary increases. The increase in the number of employees
primarily relates to the opening of seven branches since June 30, 1995.
Occupancy and equipment expenses increased due to the new branches mentioned
above, higher data equipment maintenance costs and increased depreciation
expenses. Depreciation expense increased during the three and six month period
by $64,000, and $136,000, respectively. The additional depreciation expense
resulted from the purchase of $5.8 million of fixed assets during the six months
ended June 30, 1996.

The increase in advertising and promotion for the three and six months
ended June 30, 1996 compared to 1995 resulted from increased advertising for
branch openings and lending activities.

The amortization of cost over fair value of net assets acquired for the three
and six months ended June 30, 1996 relates to the acquisition of MegaBank
effective February 1, 1995.

The components of "Foreclosed asset activity, net" were (in thousands):
<TABLE>
<CAPTION>

For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- ------------------
Real estate acquired in settlement of loans: 1996 1995 1996 1995
- -------------------------------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating income, net ....................... $ (140) $ (49) $ (153) $ (79)
Provision for (reversal of) losses on REO.... 0 0 0 (1,000)
Net gains on sales .......................... (207) (1,612) (356) (1,745)
----- ------ ----- -------
Foreclosed asset activity, net .............. $ (347) $(1,661) $ (509) $ (2,824)
===== ====== ===== =======
</TABLE>

The lower earnings in foreclosed asset activity, net during the three
months ended June 30, 1996 were primarily due to the sale of real estate owned.
During the three months ended June 30, 1995, BankAtlantic sold a non-residential
real estate property acquired through tax certificate operations for a $1.3
million gain and recognized $300,000 of gains on sales of various REO
properties. During the three months end June 30, 1996, BankAtlantic sold a
$915,000 non-residential property and various residential properties for a
$207,000 gain. The lower foreclosed asset activity, net for the six months ended
June 30, 1996 resulted from the sales discussed above and a reversal of the
allowance for losses on real estate owned during the six months ended June 30,
1995. This reversal reflected the sales of several parcels of vacant land.

The decrease in other non-interest expenses during the three months ended
June 30, 1996 was caused by $139,000 of lower legal expenses, $509,000 of net
recoveries from tax certificates, a $100,000 decrease in charitable
contributions, a $100,000 decline in consulting fees, and a decline in general
corporate expenses. The decline in legal fees reflects reimbursements of legal
fees on restructured loans and lower legal costs relating to the "Subject
Portfolio". The net recovery from tax certificates was based on the repayments
and recoveries during the quarter. Non-interest expenses during the six months
ended June 30, 1996 compared to the same 1995 period declined due to the items
discussed above, partially offset by the write-off of $400,000 of expenses
associated with the Senior Notes offering which was withdrawn in March 1995.
Furthermore, consumer origination expenses, ATM expenses and check losses
increased by $109,000, $91,000 and $136,000, respectively, during the 1996 six
month period.
<PAGE>
FINANCIAL CONDITION

BankAtlantic's total assets at June 30, 1996 were $1.98 billion compared to
$1.75 billion at December 31, 1995. Loans receivable, net and tax certificates
increased by $278.9 million and $30.3 million, respectively. The increase in
loans receivable, net reflects $199.8 million of residential loan purchases and
$356.9 million of loan fundings for portfolio. The loan fundings were partially
offset by $275.8 million of loan principal repayments. The higher tax
certificate balances reflects $55.6 million of tax certificate purchases ($49.8
million at auction) partially offset by $25.6 million of tax certificate
redemptions. Debt securities available for sale decreased by $91.7 million. The
decline in debt securities available for sale reflects the sale of $163.0
million of mortgage-backed securities and $106.1 million of principal
reductions, partially offset by the purchase of $187.2 million of treasury
notes.

At June 30, 1996 total deposits and securities sold under agreements to
repurchase increased by $61.6 million and $134.5 million, respectively, whereas,
FHLB advances declined by $26.8 million. The increase in deposits resulted from
insured money fund deposit and interest free checking growth. Insured money fund
deposits and interest free checking increased from $249.3 million and $99.0
million at December 31, 1995 to $296.8 million and $106.4 million at June 30,
1996, respectively, The deposit inflows, additional securities sold under
agreements to repurchase, proceeds from mortgage-backed securities sales,
principal repayments, and the $14.0 million contributed to BankAtlantic's
capital by BBC from the proceeds from the issuance of Class A Common Stock were
used to fund loan growth, tax certificate purchases, and treasury note
purchases.

LIQUIDITY AND CAPITAL RESOURCES

On July 3, 1996, BBC closed the public offering of $57.5 million of its 6
3/4% Debentures due July 1, 2006. The 6 3/4% Debentures are convertible into
Class A Common Stock at an exercise price of $12.80 per share; representing an
aggregate of 4,492,188 shares of Class A Common Stock. Net proceeds to BBC were
$55.2 million net of underwriting discount and offering expenses. BBC
contributed $35.0 million of the proceeds to BankAtlantic which will be utilized
for general corporate purposes, including possible future acquisitions. BBC
cannot declare or pay dividends on, or purchase, redeem or acquire for value its
capital stock, return any capital to holders of capital stock as such, or make
any distribution of assets to holders of capital stock as such, unless, from and
after the date of any such dividend declaration (a "Declaration Date") or the
date of any such purchase, redemption, payment of distribution specified above
(a "Redemption Date"), BBC retains cash, cash equivalents (as determined in
accordance with generally accepted accounting principles) or marketable
securities (with a market value as measured on the applicable Declaration Date
or Redemption Date) in an amount sufficient to cover the two consecutive
semi-annual interest payments that will be due and payable on the 6 3/4%
Debentures and on BBC's 9% Subordinated Debentures due 2005 (the "9%
Debentures") following such Declaration Date or Redemption Date, as the case may
be. Any interest payment made by BBC with respect to the 6 3/4% Debentures or
the 9% Debentures after any applicable Declaration Date or Redemption Date shall
be deducted from the aggregate amount of cash or cash equivalents which BBC
shall be required to retain pursuant to the foregoing provision. The remaining
net proceeds will be utilized by BBC for general corporate purposes including,
the repurchase of up to one million shares of BBC common stock. Any common stock
repurchase is dependent upon market conditions and is subject to compliance with
all applicable securities laws. Payment of interest and ultimate repayment of
the 6 3/4% and 9% Debentures is significantly dependent upon the operations of
and distributions from BankAtlantic.

BBC's primary sources of funds during the first six months of 1996 were
from the public offering of its Class A Common Stock and dividends from
BankAtlantic. The primary use of funds during the six month period was to
contribute $14 million of capital to BankAtlantic, pay cash dividends to common
stockholders and interest expense on its outstanding 9% Debentures. It is
anticipated that funds for such interest and dividend payments will continue to
be obtained from BankAtlantic. Additionally, the ultimate repayment by BBC of
its outstanding 6 3/4% Debentures and 9% Debentures may be dependent upon
dividends from BankAtlantic, refinancing of the debt or raising additional
equity capital by BBC. BBC currently anticipates that it will pay regular
quarterly cash dividends on its common stock. Funds for dividend payments and
interest expense on the 6 3/4% Debentures and 9% Debentures are in part
dependent upon BankAtlantic's ability to pay dividends to BBC.

BankAtlantic's primary sources of funds during the first six months of 1996
were from operations, principal collected on loans, mortgage-backed securities,
investment securities, sales of debt securities available for sale, deposits
inflows, proceeds from the capital contribution from BBC of a portion of the
proceeds of the public offering of Class A Common Stock., securities sold under
agreements to repurchase, and advances from borrowers for taxes and insurance.
These funds were primarily utilized for loan fundings, repayments of FHLB
advances, and the purchase of tax certificates and treasury notes. At June 30,
1996, BankAtlantic met all applicable liquidity and regulatory capital
requirements.

Commitments to originate loans at June 30, 1996 were $90.9 million compared
to $64.2 million at June 30, 1995. Commitments to purchase debt securities
available for sale were $10.0 million at June 30, 1996 and $0 at June 30, 1995.
BankAtlantic expects to fund the 1996 loan commitments from loan and debt
securities available for sale repayments. At June 30, 1996, loan commitments
were 8.20% of loans receivable, net.

At June 30, 1996, BankAtlantic's regulatory capital position was:
<TABLE>
<CAPTION>

Tangible Core Total Risk-Based
Capital Capital Capital
----------------- ----------------- -------------------
(Dollars in thousands) Balance % Balance % Balance %
- ---------------------- --------- ---- --------- ---- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Capital calculated under GAAP ...... $ 153,064 $ 153,064 $ 153,064
Adjustments:
Non-includable subsidiaries ........ (110) (110) (110)
Unrealized holding losses .......... 726 726 726
Non-qualifying intangible assets ... (10,768) (10,768) (10,768)
Allowable allowance for loan and tax
certificate losses ................. 0 0 15,939
--------- ---- --------- ---- --------- -----
Regulatory capital ................. 142,912 7.28% 142,912 7.28% 158,851 12.49%
Required minimum capital ........... 29,444 1.50% 58,889 3.00% 102,401 8.00%
--------- ----- --------- ---- --------- -----
Excess regulatory capital .......... $ 113,468 5.78% $ 84,023 4.28% $ 56,450 4.49%
========= ===== ========= ==== ========= =====
</TABLE>

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 BBC's Annual Report on Form 10K for the year ended December 31, 1995.
At June 30, 1996, BankAtlantic's core, Tier 1 risk-based and total risk-based
capital ratios were 7.28%, 11.24% and 12.49%, respectively. Based on these
capital ratios, BankAtlantic meets the definition of a well capitalized
institution.

On August 8, 1995, the FDIC established a reduced deposit insurance
assessment rate schedule of 4 to 31 basis points ($.04 to $.31 for every $100 of
assessable deposits) for BIF members retroactive to May 1995. The FDIC further
reduced the premiums applicable to BIF deposits, effective January 1, 1996, to a
minimum flat fee of $2,000 to a maximum assessment of 27 basis points. Under the
new assessment rate schedule, approximately 92% of BIF members will pay only the
minimum fee while SAIF members retain the existing assessment rate schedule of
23 to 31 basis points. BankAtlantic pays deposit insurance premiums primarily to
the SAIF and secondarily, to the BIF in connection with the deposits it acquired
as a result of the acquisition of MegaBank. At June 30, 1996, BankAtlantic had
approximately $135 million of deposits subject to BIF premiums and $1.2 billion
subject to SAIF premiums.

The disparity in insurance premiums between those required for financial
institutions with all or primarily SAIF insured deposits and those with all or
primarily BIF deposits generally allows BIF members to attract and retain
deposits at a lower effective cost. The resulting competitive disadvantage could
also result in BankAtlantic having to raise its deposit rates to remain
competitive or lose deposits to BIF members who may decide to pay higher rates
of interest on deposits because of the lower deposit insurance premiums.
Although BankAtlantic has other sources of funds, such sources may be more
costly than the cost of deposits.

Several alternatives to mitigate the effect of the BIF/SAIF premium
disparity have been proposed by the U.S. Congress, federal regulators, industry
lobbyists and the Clinton Administration. One plan to recapitalize the SAIF that
has gained support of several sponsors would require all SAIF members
institutions, including BankAtlantic, to pay a one-time fee of approximately 85
basis points on the amount of SAIF-insured deposits held by the member
institution at March 31, 1995. This fee would amount to approximately $6.1
million on an after tax basis to BankAtlantic and, if this proposal is enacted
into law, the effect would most likely be an immediate charge to earnings. BBC
is unable to predict whether this proposal or any similar proposal will be
enacted or whether ongoing SAIF premiums will be reduced to a level equal to
that of BIF premiums.

On August 9, 1996, Congress passed the Small Business Job Protection Act of
1996 (the "Act"). Included in the Act was the repeal of the thrift bad debt
deduction for income tax purposes, and a change in the bad debt reserve
recapture rules. As a result of the change in the recapture rules BBC will not
have to recapture its base year bad debt reserve of approximately $3.2 million
upon conversion to a commercial bank. BBC is presently evaluating the impact of
the Act and the costs associated with a conversion to a commercial bank.

Except for the residential loan servicing operation, all data processing
functions are currently performed by BankAtlantic. On April 24, 1996,
BankAtlantic signed a contract with M&I Data Services, a division of the
Marshall & Ilsley Corporation, ("M&I") to provide data processing services for
seven years. The conversion to the M&I service bureau is anticipated to be
completed in the fourth quarter of 1996. The purpose of the conversion is to
increase capacity as well as improve customer service. The estimated annual
expenses for the service bureau are approximately $2.4 million. The additional
costs associated with the conversion are anticipated to be $2.1 million in
technology upgrades, primarily computer equipment.

<PAGE>

OTHER INFORMATION

Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERs

The registrant held an Annual Meeting of Stockholders on May 21, 1996. At
the meeting two directors were elected by a vote of 8,808,935 for and 303,327
against and the BankAtlantic Bancorp 1996 Stock Option Plan was adopted by a
vote of 6,500,884 for, 1,813,241 against and 16,581 abstaining.

EXHIBITS AND REPORTS ON FORM 8K

A report on Form 8K, dated April 19, 1996 was filed with the Securities
and Exchange Commission relating to the execution by BankAtlantic, A Federal
Savings Bank of an agreement to acquire Bank of North America Bancorp, Inc.
together with a copy of the Stock Purchase Agreement relating thereto filed
pursuant to Form 8-K.

<PAGE>

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.

August 14, 1996 By: /s/Alan B. Levan
--------------- --------------------------
Date Alan B. Levan
Chief Executive Officer/
Chairman

August 14, 1996 By: /s/Jasper R. Eanes
--------------- --------------------------
Date Jasper R. Eanes
Executive Vice President/
Chief Financial Officer

<PAGE>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information
extracted from the Consolidated Statement of Financial
Condition at June 30, 1996 (Unaudited) and the
Consolidated Statement of Operations for the six months
ended June 30, 1996 (Unaudited) and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 921768
<NAME> BankAtlantic Bancorp, Inc.
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</TABLE>