BANKATLANTIC BANCORP INC, 10-Q, 2000-05-15

BANKATLANTIC BANCORP INC
10-Q, 2000-05-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
___________________________

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

For the quarterly period ended March 31, 2000

[ ] 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 May 8, 2000
------------------- ------------
Class A Common Stock, par value $0.01 per share 31,626,705
Class B Common Stock, par value $0.01 per share 9,773,726

<PAGE>

TABLE OF CONTENTS

FINANCIAL INFORMATION Page Reference

Financial Statements ........................................... 1-14

Consolidated Statements of Financial Condition -
March 31, 2000 and 1999 and December 31, 1999 - Unaudited ...... 1

Consolidated Statements of Operations - For the
Three Months Ended March 31, 2000 and 1999 - Unaudited ........... 2-3

Consolidated Statements of Stockholders' Equity and
Comprehensive Income - For the Three Months Ended
March 31, 2000 and 1999 - Unaudited ............................. 4

Consolidated Statements of Cash Flows - For the Three
Months Ended March 31, 2000 and 1999 - Unaudited ................ 5-7

Notes to Consolidated Financial Statements - Unaudited ........... 8-14

Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................. 15-29

OTHER INFORMATION

Exhibits and Reports on Form 8K ............................... 30

Signatures .................................................... 31

<PAGE>

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - UNAUDITED

March 31, December 31, March 31,
(In thousands, except share data) 2000 1999 1999
- --------------------------------- ---------- ----------- ----------
ASSETS
<S> <C> <C> <C>
Cash and due from depository institutions .......... $ 93,989 $ 90,070 $ 96,430
Interest bearing deposits in other banks ........... - - 5,167
Federal Funds sold and securities purchased under
resell agreements ................................ 9,318 313 5,914
Tax certificates, net, held to maturity, at cost
which approximates market value ................... 107,717 91,576 49,681
Other investments, at cost which approximates
market value ...................................... 21,506 21,424 2,822
Loans receivable, net .............................. 2,458,512 2,469,472 2,375,633
Loans held for sale ................................ 287,399 220,236 257,628
Securities available for sale, at market value ..... 847,407 818,308 1,000,235
Trading securities, at market value ................ 8,177 23,311 17,254
Accrued interest receivable ........................ 33,960 30,594 28,750
Real estate held for development and sale and
joint ventures .................................... 147,919 149,964 60,966
Real estate owned, net ............................. 4,268 3,951 6,884
Office properties and equipment, net ............... 56,301 55,473 57,157
Federal Home Loan Bank stock, at cost which
approximates market value ......................... 57,160 56,410 49,155
Mortgage servicing rights, net ..................... 792 879 42,804
Deferred tax asset, net ............................ 40,049 41,487 21,462
Cost over fair value of net assets acquired, net ... 52,541 53,553 54,530
Other assets ....................................... 32,635 32,880 101,134
---------- ---------- ----------
Total assets ....................................... $ 4,259,650 $ 4,159,901 $ 4,233,606
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ........................................... $ 2,179,709 $ 2,027,892 $ 2,115,559
Advances from FHLB ................................. 1,143,188 1,098,186 983,074
Federal Funds purchased ............................ 4,000 5,900 -
Securities sold under agreements to repurchase ..... 328,588 423,223 409,232
Subordinated debentures, notes and bonds payable ... 217,394 228,773 176,966
Guaranteed preferred beneficial interests in the
Company's Junior Subordinated Debentures .......... 74,750 74,750 74,750
Advances by borrowers for taxes and insurance ...... 4,788 2,595 52,208
Other liabilities .................................. 66,602 62,696 185,022
---------- ---------- ----------
Total liabilities .................................. 4,019,019 3,924,015 3,996,811
---------- ---------- ----------
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares
authorized: none issued and outstanding .......... - - -
Class A Common Stock, $0.01 par value, authorized
80,000,000 shares; issued and outstanding,
31,633,138, 32,418,470 and 31,254,379 shares ...... 316 324 258
Class B Common Stock, $0.01 par value, authorized
45,000,000 shares; issued and outstanding,
9,830,146, 10,264,516 and 10,359,994 shares ...... 98 102 104
Additional paid in capital ......................... 134,727 145,399 139,532
Unearned compensation restricted stock grants ...... (542) (5,633) (6,720)
Retained earnings .................................. 129,786 122,639 103,019
---------- ---------- ----------
Total stockholders' equity before accumulated other
comprehensive income (loss) ....................... 264,385 262,831 236,193
---------- ---------- ----------
Accumulated other comprehensive income (loss) -
net unrealized (depreciation) appreciation on
securities available for sale - net of deferred
income taxes ...................................... (23,754) (26,945) 602
---------- ---------- ----------
Total stockholders' equity ......................... 240,631 235,886 236,795
---------- ---------- ----------
Total liabilities and stockholders' equity ......... $ 4,259,650 $ 4,159,901 $ 4,233,606
========== ========== ==========

See Notes to Consolidated Financial Statements - Unaudited
1
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

For the Three Months
Ended March 31,
(In thousands, except share data) --------------------
Interest income: 2000 1999
------- -------
Interest and fees on loans and leases ............. $ 58,884 $ 53,566
Interest on banker's acceptances .................. 240 187
Interest and dividends on securities available
for sale ......................................... 13,639 10,053
Interest and dividends on other
investments and trading securities ............... 4,461 2,606
------- -------
Total interest income ............................. 77,224 66,412
------- -------
Interest expense:
Interest on deposits .............................. 19,838 16,591
Interest on advances from FHLB .................... 15,848 13,497
Interest on securities sold under agreements
to repurchase and federal funds purchased ........ 6,582 4,044
Interest on subordinated debentures,
guaranteed preferred interest in the
Company's Junior Subordinated Debentures
and notes and bonds payable ...................... 4,904 4,612
------- -------
Total interest expense ............................ 47,172 38,744
------- -------
Net interest income ............................... 30,052 27,668
Provision for loan losses ......................... 10,787 5,164
------- -------
Net interest income after provision for
loan losses ...................................... 19,265 22,504
Non-interest income:
Loan late fees and other loan income .............. 1,038 1,130
Gains on loans held for sale, net of writedown .... 78 633
Gains on sales of property and equipment .......... 182 -
Gains on securities available for sale, net of
writedown ........................................ 12 579
Trading securities gains (losses) ................. 38 (69)
Gains on sales of real estate held for sale and
joint venture activities ......................... 3,111 5,395
Utility expansion receivable sale ................. 3,902 -
Principal transactions ............................ 4,958 3,000
Investment banking ................................ 2,007 3,117
Commissions ....................................... 6,235 2,676
Transaction fees .................................. 3,251 3,591
ATM fees .......................................... 2,515 2,199
Other ............................................. 1,422 1,218
------- -------
Total non-interest income ......................... 28,749 23,469
------- -------
Non-interest expense:
Employee compensation/benefits excluding RBCO
and real estate operations ....................... 10,885 9,641
Employee compensation/benefits for RBCO and
real estate operations ........................... 11,169 6,602
Occupancy and equipment ........................... 6,500 5,674
Advertising and promotion ......................... 1,466 756
Foreclosed asset activity, net .................... 151 90
Amortization of cost over fair value of net
assets acquired .................................. 1,016 983
Other excluding RBCO and real estate operations ... 5,163 5,755
Other for RBCO and real estate operations ......... 5,551 2,794
------- -------
Total non-interest expense ........................ 41,901 32,295
------- -------
Income before income taxes and extraordinary item . 6,113 13,678
Provision for income taxes ........................ 2,432 5,507
------- -------
Income before extraordinary item .................. 3,681 8,171
Extraordinary item, net of taxes .................. 3,466 -
------- -------
Net income ........................................ $ 7,147 $ 8,171
======= =======

See Notes to Consolidated Financial Statements - Unaudited (Continued)
2
<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

For the Three Months
Ended March 31,
-------------------------
2000 1999
--------- ----------
Class A common shares
Basic earnings per share before extraordinary
item .......................................... $ 0.09 $ 0.20
Basic earnings per share from extraordinary
item .......................................... 0.09 0.00
---------- ----------
Basic earnings per share ....................... $ 0.18 $ 0.20
========== ==========
Diluted earnings per share before extraordinary
item .......................................... $ 0.09 $ 0.16
Diluted earnings per share from extraordinary
item .......................................... 0.06 0.00
---------- ----------
Diluted earnings per share ..................... $ 0.15 $ 0.16
========== ==========
Basic weighted average number of common shares
outstanding ................................... 31,499,608 30,697,706
Diluted weighted average number of common and
common equivalent shares outstanding .......... 48,586,052 48,938,221
Class B common shares
Basic earnings per share before extraordinary
item .......................................... $ 0.08 $ 0.19
Basic earnings per share from extraordinary
item .......................................... 0.08 0.00
---------- ----------
Basic earnings per share ....................... $ 0.16 $ 0.19
========== ==========
Diluted earnings per share before extraordinary
item .......................................... $ 0.08 $ 0.16
Diluted earnings per share from extraordinary
item .......................................... 0.05 0.00
---------- ----------
Diluted earnings per share ..................... $ 0.13 $ 0.16
========== ==========
Basic weighted average number of common shares
outstanding ................................... 10,058,228 10,359,717
Diluted weighted average number of common and
common equivalent shares outstanding .......... 10,551,290 11,093,626

See Notes to Consolidated Financial Statements - Unaudited
3
<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

Unearned Unrealized
Compen- Depreci-
Addi- sation ation on
Compre- tional Restricted Securities
hensive Common Paid in Retained Stock Available
(In thousands) Income Stock Capital Earnings Grants For Sale Total
-------- -------- -------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1998 ........... $ 372 $ 147,686 $ 95,818 $ (7,062) $ 3,626 $ 240,440
Net income ......................... $ 8,171 - - 8,171 - - 8,171
--------
Other comprehensive income (loss),
net of tax:
Unrealized losses on securities
available for ................... (3,300)
Reclassification adjustment for
net gains included in net income 276
--------
Other comprehensive loss ........... (3,024)
--------
Comprehensive income ................. $ 5,147
========
Dividends on Class A common stock .... - - (711) - - (711)
Dividends on Class B common stock .... - - (259) - - (259)
Exercise of Class A common stock
options ............................. - 42 - - - 42
Exercise of Class B common stock
options ............................. - 14 - - - 14
Tax effect relating to the exercise
of stock options .................... - 12 - - - 12
Purchase and retirement of Class A
common stock ........................ (10) (8,384) - - - (8,394)
Forfeited Class A restricted
common stock ........................ - (89) - 89 - -
Unearned compensation restricted
stock grants ........................ - 251 - (251) - -
Amortization of unearned compensation
restricted stock grants ............. - - - 504 - 504
Net change in unrealized depreciation
on securities available for sale net
of deferred income taxes ............ - - - - (3,024) (3,024)
-------- -------- --------- --------- --------- --------
BALANCE, MARCH 31, 1999 .............. $ 362 $ 139,532 $ 103,019 $ (6,720) $ 602 $ 236,795
======== ======== ========= ========= ========= ========
BALANCE, DECEMBER 31, 1999 ........... $ 426 $ 145,399 $ 122,639 $ (5,633) $ (26,945) $ 235,886
Net income .......................... $ 7,147 - - 7,147 - - 7,147
--------
Other comprehensive income (loss),
net of tax:
Unrealized gain on securities
available for sale .............. 3,718
Reclassification adjustment for
net losses included in net income (527)
--------
Other comprehensive income ......... 3,191
--------
Comprehensive income ................. $ 10,338
========
Exercise of Class B common stock
options ............................. 1 400 - - - 401
Tax effect relating to the exercise
of stock options .................... - 88 - - - 88
Purchase and retirement of Class B
common stock ........................ (6) (3,258) - - - (3,264)
Forfeited Class A restricted common
stock ............................... - (123) - 103 - (20)
Exchange of Class A restricted common
stock for participation in deferred
compensation plan ................... (7) (7,779) - 4,599 - (3,187)
Amortization of unearned compensation
restricted stock grants ............. - - - 389 - 389
Net change in unrealized appreciation
on securities available for sale net
of deferred income taxes ............ - - - - 3,191 3,191
-------- ------- --------- --------- --------- --------
BALANCE, MARCH 31, 2000 .............. $ 414 $134,727 $ 129,786 $ (542) $ (23,754) $ 240,631
======== ======= ========= ========= ========= ========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

For the Three Months
(In thousands) Ended March 31,
- -------------- ---------------------
2000 1999
-------- --------
Operating activities:
Income before extraordinary item ................... $ 3,681 $ 8,171
Extraordinary item, net of tax ..................... 3,466 -
Adjustments to reconcile net income to net cash used
in operating activities:
Provision for loan losses .......................... 10,787 5,164
Provision for losses on real estate owned .......... 70
Depreciation, amortization and accretion, net ...... 3,772 6,308
Writeoff of deferred offering cost ................. 673 -
Decrease (increase) in deferred tax asset, net ..... (597) 599
Trading account (gains) losses ..................... (38) 69
Purchases of trading securities .................... - (30)
Proceeds from sales of trading securities .......... 38 (69)
Decrease in trading securities owned at market-RBCO. 15,134 12,781
Gains on sales of real estate owned ................ (72) (71)
Change in real estate inventory .................... 4,367 1,141
Gains on sales of securities available for sale .... (793) (579)
Gains on sales of property and equipment ........... (182) -
Proceeds from sales of loans held for sale ......... 14,590 60,619
Fundings of loans held for sale .................... (6,513) (22,702)
Loans purchased, classified as held for sale ....... (80,840) (122,624)
Gains on sales of loans held for sale .............. (242) (633)
Loans held for sale valuation allowance ............ 164 -
Provision for tax certificate losses ............... 225 180
Writedown of securities available for sale ......... 781 -
Increase in accrued interest receivable ............ (3,366) (979)
Decrease (increase) in other assets ................ (1,514) 5,681
Equity in joint venture losses (earnings) .......... 284 (1,729)
Increase (decrease) in other liabilities ........... 1,744 (14,339)
-------- --------
Net cash used in operating activities .............. (34,451) (62,972)
-------- --------

See Notes to Consolidated Financial Statements - Unaudited
5
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (continued)

For the Three Months
(In thousands) Ended March 31,
- -------------- ---------------------
2000 1999
-------- --------
Investing activities:
Proceeds from redemption and maturities of
tax certificates .................................. 13,723 8,463
Purchase of tax certificates ....................... (30,089) (8,428)
Proceeds from sales of securities available
for sale .......................................... 1,110 -
Principal collected on securities available
for sale .......................................... 45,241 48,174
Proceeds from maturities of assets available
for sale .......................................... 5,195 -
Purchases of securities available for sale ......... (75,073) (405,474)
Purchases of other investments ..................... (82) -
Proceeds from sales of FHLB stock .................. 5,700 7,550
FHLB stock acquired ................................ (6,450) (4,475)
Principal reduction on loans ....................... 203,213 397,386
Loan fundings for portfolio ........................ (189,398) (289,656)
Proceeds from maturities of banker's acceptances ... 883 3,672
Purchases of banker's acceptances .................. - (2,643)
Proceeds from sales of real estate owned ........... 1,382 1,072
REO acquired in connection with bulk residential
loan purchases .................................... - (784)
Mortgage servicing rights acquired ................. - (643)
Cost of equipment acquired for lease ............... (10,661) (7,462)
Additions to office property and equipment ......... (2,353) (1,108)
Repayments of joint venture investments ............ - 3,005
Proceeds from sales of property and equipment ...... 364 -
Investment in and advances to joint ventures, net .. (2,607) (16,296)
-------- --------
Net cash used in investing activities .............. (39,902) (267,647)
-------- --------
Financing activities:
Net increase in deposits ........................... 133,542 176,944
Interest credited to deposits ...................... 18,275 12,843
Repayments of FHLB advances ........................ (290,000) (330,498)
Proceeds from FHLB advances ........................ 335,002 269,000
Net increase (decrease) in securities sold under
agreements to repurchase .......................... (94,635) 247,139
Net decrease in federal funds purchased ............ (1,900) (18,500)
Repayment of notes payable ......................... (8,825) (1,480)
Increase in notes payable .......................... 7,027 1,332
Issuance of investment notes ....................... 15,419 -
Issuance of common stock relating to exercise
of employee stock options ......................... 401 56
Retirement of subordinated debentures .............. (25,000) -
Payments to acquire and retire common stock ........ (3,264) (8,394)
(Repayments) receipts of advances by borrowers
for taxes and insurance ........................... 2,193 (10,138)
Common stock dividends paid ........................ (958) (997)
-------- --------
Net cash provided in financing activities .......... 87,277 337,307
-------- --------
Increase in cash and cash equivalents .............. 12,924 6,688
Cash and cash equivalents at beginning of period ... 90,383 100,823
-------- --------
Cash and cash equivalents at end of period ......... $ 103,307 $ 107,511
======== ========

See Notes to Consolidated Financial Statements - Unaudited
6
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (continued)

For the Three Months
(In thousands) Ended March 31,
- -------------- --------------------
2000 1999
-------- --------
Supplementary disclosure and non cash investing
and financing activities:
Interest paid on borrowings and deposits ........... $ 47,435 $ 38,305
Income taxes paid .................................. - 5,000
Loans transferred to real estate owned ............. 1,627 1,668
Loan charge offs ................................... 7,587 6,614
Tax certificate chargeoffs (recoveries), net ....... 56 (78)
Class A common stock dividends declared; not paid
until April ....................................... - 711
Class B common stock dividends declared; not paid
until April ....................................... - 259
Increase in equity for the tax effect related to the
exercise of employee stock options ................ 88 12
Change in net unrealized appreciation (depreciation)
on securities available for sale .................. 5,226 (4,937)
Change in deferred taxes on net unrealized
appreciation (depreciation) on securities
available for sale ................................ 2,035 (1,913)
Change in stockholders' equity from net unrealized
appreciation (depreciation) on securities
available for sale, less related deferred income
taxes ............................................. 3,191 (3,024)
Reduction in stockholders' equity from the
retirement of restricted stock .................... (3,187) -
Increase in other liabilities from the retirement
of restricted stock ............................... 3,187 -

See Notes to Consolidated Financial Statements - Unaudited
7
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1. Presentation of Interim Financial Statements

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

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

2. Subordinated debentures, investment notes and equity capital

On July 14, 1999, the Company's Board of Directors approved the repurchase
on the open market of up to 3.5 million shares of the Company's common stock.
The Board authorized the repurchase of common stock on a "time-to- time" basis,
depending upon market conditions and subject to compliance with applicable
securities laws. Pursuant to the above repurchase plan the Company paid $3.3
million to repurchase and retire 551,000 shares of Class B common stock during
the three months ended March 31, 2000. Pursuant to a previously announced plan
to repurchase shares of common stock, the Company paid $8.4 million to
repurchase and retire 1,149,655 shares of Class A common stock during the three
months ended March 31, 1999.

During the three months ended March 31, 2000, 116,630 shares of Class B
incentive and non-qualifying stock options were exercised resulting in a
$489,000 increase in stockholders' equity. The tax effect included in the
preceding amount was $88,000.

During the three months ended March 31, 1999, 7,490 and 3,563 of Class A
and Class B incentive stock options, respectively, were exercised resulting in a
$68,000 increase in stockholders' equity. The tax effect included in the
preceding amount was $12,000.

On March 1, 2000, 749,533 restricted shares of Class A common stock issued
to key employees of RBCO in connection with the acquisition of RBCO were retired
in exchange for the establishment of interests in the BankAtlantic Bancorp-Ryan
Beck Deferred Compensation Plan ("Plan") in the aggregate amount of $7.8
million. In January 2000, each participant in the RBCO retention pool was
provided the opportunity to exchange those restricted shares that were allocated
to such participant for a cash-based deferred compensation award in an amount
equal to the aggregate value of the restricted shares at the date of the RBCO
acquisition. The Company may at its option terminate the Plan at anytime without
the consent of the participants or stockholders and distribute to the
participants the amount credited to their deferred account (in whole or in
part). Subject to the terms of the Plan, the participant's account will be
settled by the Company in cash on the vesting date (June 28, 2002) except the
Company can elect to defer payment of up to 50% of a participant's interest in
the plan for up to one year following the vesting date. If the Company elects to
exercise it rights to defer 50% of the cash payment, the Company will issue a
note bearing interest at prime plus 1%. As a result of the exchange,
stockholders' equity declined by $3.2 million with a corresponding increase in
other liabilities.
8
<PAGE>

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

In January 2000, the Board of Directors of the Company approved a corporate
transaction which would result in the redemption and retirement of all publicly
held outstanding shares of Class B common stock at a price of $6.00 per share
payable in cash. The Class B common stock represents 100% of the voting rights
of the Company. BFC Financial Corporation and its affiliates currently
beneficially own in excess of 50% of BankAtlantic Bancorp's Class B common
stock. As a result of the transaction, which is structured as a merger, BFC
Financial Corporation would be the sole holder of the Class B common stock. The
Company's Class A common stock will be unaffected by the transaction and will
remain outstanding as shares of Class A common stock of the Company as the
surviving corporation. Outstanding options to purchase Class A common stock will
remain exercisable for the same number of shares of Class A common stock of the
Company as the surviving corporation for the same exercise price and upon the
same terms as in effect before the merger. Likewise, the Company's 6-3/4%
Convertible Subordinated Debentures due 2006 and 5-5/8% Convertible Subordinated
Debentures due 2007 will remain convertible into the same number of shares of
Class A common stock of the Company as the surviving corporation at the same
conversion price and upon the same terms as in effect before the merger. All
outstanding options to acquire Class B common stock will automatically be
exchanged for options to acquire Class A common stock on a basis which preserves
the intrinsic value of the option on the effective date of the corporate
transaction. The options will otherwise be on substantially the same terms and
conditions as the former options to purchase shares of Class B common stock,
including vesting and term. The proposed transaction is subject to approval of
the Company's Class A and Class B shareholders, receipt of all required
regulatory approvals, and obtaining financing for the transaction.

In January 2000, the Company began an offering of up to $150 million of
subordinated investment notes. The Company currently anticipates that only $50
million of investment notes will be outstanding at any time. No minimum amount
of investment notes must be sold and the Company may terminate the offering at
any time. The interest rate and maturity date are fixed upon issuance. At March
31, 2000 the Company had issued an aggregate of $15.4 million of investment
notes with interest rates between 10% and 11% and maturity dates between
February 2002 and April 2002. The Company used a portion of the proceeds to pay
a portion of the purchase price for the debentures tendered pursuant to the
tender offer described above and also intends to use the proceeds to fund the
proposed merger and for general corporate purposes. The Company may elect at any
time prior to maturity to automatically extend the maturity date of the
investment notes for an additional one year. The investment notes are
subordinated to all existing and future senior indebtedness.

3. Sales of Financial Assets

During the three months ended March 31, 2000 the Company sold $317,000 of
securities available for sale for a $793,000 gain and recognized a writedown on
marketable equity securities available for sale of $781,000. The writedown was
made due to a significant decline in the market value of the security. The
decline was considered other than temporary due to the magnitude and length of
time of the decline and the financial condition and the near term prospects for
the issuer of the security.

On March 26, 1999, the Company sold $63.5 million of securities available
for sale for a $579,000 gain. Included in other assets was a $64.1 million
receivable from the above sale.

During the three months ended March 31, 2000 the Company sold $6.5 million
of loans held for sale for a $242,000 gain. Included in gains on sales of loans
held for sale was a $164,000 writedown to the lower of cost or market associated
with loans held for sale.
9
<PAGE>

During the three months ended March 31, 1999 the Company sold $38.5
million, $20.4 million and $1.1 million of loans originated for resale, loans
purchased and classified as held for sale and leases for gains of $492,000,
$64,000 and $77,000, respectively.

4. Trading Securities

During the three months ended March 31, 2000, the Company realized gains of
$38,000 on trading securities compared to a realized loss of $69,000 during the
same 1999 period.

The RBCO gains on trading securities were associated with sales and trading
activities conducted both as principal and as agent on behalf of individual and
institutional investor clients of RBCO. Transactions as principal involve making
markets in securities which are held in inventory to facilitate sales to and
purchases from customers. During the three months ended March 31, 2000, RBCO
realized net gains from principal transactions of $5.0 million compared to net
gains of $3.0 million during the same 1999 period. Furthermore, included in
other liabilities at March 31, 2000 and December 31, 1999 was $750,000 and $2.6
million, respectively, of securities sold not yet purchased, relating to RBCO
trading activity.

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

March 31, December 31, March 31,
2000 1999 1999
--------- ------------ ----------
Debt obligations:
States and municipalities $ 3,324 $ 13,961 $ 5,925
Corporations 898 1,085 738
U.S. Government and agencies 153 29 181
Corporate equities 3,802 8,236 10,410
-------- ------------ ----------
$ 8,177 $ 23,311 $ 17,254
======== ============ ==========

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

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

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

March 31, December 31, March 31,
2000 1999 1999
--------- ----------- ---------
Inventory of real estate,
Levitt and Sons ................. $ 71,518 $ 73,794 $ --
SLWHC land ....................... 30,932 33,023 26,700
Loans to joint ventures .......... 34,947 33,647 25,600
Equity investments in
joint ventures .................. 7,436 6,407 8,666
Other ............................ 3,086 3,093 --
-------- --------- --------
$ 147,919 $ 149,964 $ 60,966
======== ========= ========

During the three months ended March 31, 2000 and 1999, SLWHC land sales
resulted in gains of $1.2 million and $3.7 million, respectively. Levitt and
Sons sales of real estate resulted in net gains of $2.2 million. Additionally,
during the three months ended March 31, 2000 SLWHC sold its rights to utility
impact fees to the Port St. Lucie Service Department for a net gain of $3.9
million.
10
<PAGE>

Levitt Corporation's equity in earnings from joint ventures was a $284,000
loss during the three months ended March 31, 2000 and $1.7 million of earnings
during the same 1999 period. During the 1999 quarter, one of the real estate
joint ventures closed on a land sale to a developer resulting in the recognition
of a $1.7 million gain. Additionally, during the three months ended March 31,
1999, the Company relinquished its equity participation rights in a loan
accounted for as a joint venture in exchange for substantial principal
repayments on the loan and a guarantee from a real estate investment trust
resulting in the Company transferring $20.8 million in investments in joint
ventures to loans receivable. The loan was paid in full in 1999.

During the three months ended March 31, 2000, the Company capitalized $1.7
million of interest expense associated with real estate inventory and
investments and advances to real estate joint ventures. Furthermore, $336,000 of
interest income associated with loans to joint ventures was deferred. During the
three months ended March 31, 1999 the Company capitalized $175,000 of interest
expense and deferred $224,000 of interest income from joint venture loans.

Included in other expenses in the Company's Consolidated Statements of
Operations during the three months ended March 31, 2000 and 1999 was $150,000 of
consulting fees paid to the Abdo Companies, an affiliate of the Company. John
Abdo, the Vice Chairman and Director of the Company is the President and Chief
Executive Officer of the Abdo Companies. Additionally, $20,000 of management
fees was paid to BFC Financial Corporation, an affiliate of the Company, during
the three months ended March 31, 2000. BFC Financial Corporation provides
administrative and real estate advisory services to the Levitt Corporation.

6. Comprehensive Income

The income tax provision relating to the comprehensive income
reclassification adjustment in the Consolidated Statements of Stockholders'
Equity and Comprehensive Income for the three months ended March 31, 2000 was
$271,000 compared to a tax benefit for the 1999 quarter of $168,000.

7. Discontinued operations and restructuring charges

During December 1998, the Company commenced a restructuring of its
operations and established a restructuring liability. The restructuring
liability at March 31, 2000 was $213,000 and consists of the remaining lease
payments on closed branches.

At December 31, 1998, the Board of Directors adopted a formal plan to
dispose of the Company's mortgage servicing business ("MSB"). All the assets of
the MSB were sold except for a building which is currently held for sale. The
building has a book value of $785,000 at March 31, 2000. The Company at March
31, 2000 had a liability of $550,000 relating to expected costs of obtaining
loan documents associated with the sale of the mortgage servicing portfolio
during 1999.

There were no adjustments to the restructuring liability or discontinued
operations reserve during the three months ended March 31, 2000 and 1999.

8. Derivatives

During the three months ended March 31, 2000 the Company entered into
interest rate swap contracts with an aggregate notional amount of $125 million.
The interest rate swaps terminate during the first quarter of 2002. The interest
rate swap contracts obligate the Company to pay the one-month LIBOR index and
the Company receives an average fixed rate of interest of 7.08%. The interest
rate swap contracts were executed to convert the Company's 7% fixed rate
callable time deposits to a one-month LIBOR interest rate. The Company has
elected hedge accounting treatment for the interest rate swaps; therefore, any
adjustment to the carrying amount of the interest rate swaps shall be recognized
in the carrying amount of the callable time deposits.
11
<PAGE>

9. Segment Reporting

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

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

Reportable Segment Operating Segments Aggregated
------------------ -----------------------------

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

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

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

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

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

Investment Banking Operations Ryan, Beck & Co.

The accounting policies of the segments are generally the same as those
described in the summary of significant accounting policies. Intersegment
transactions consist of borrowings by real estate operations and investment
banking operations which are recorded based upon the terms of the underlying
loan agreements and are effectively eliminated in the interest expense and
overhead allocations.
12
<PAGE>

The Company evaluates segment performance based on net contribution after
tax. The table below is segment information for income before extraordinary
item for the three months ended March 31, 2000 and 1999:

<TABLE>
<CAPTION>
Bank Investment Bank Loan
Operations Operations
------------------------ ----------------------- Investment
Wholesale Real Estate Banking
(in thousands) Other Residential Commercial Retail Operations Operations Total
- -------------- --------- ----------- ---------- -------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
March 31, 2000
Interest income ..... $ 17,117 $ 25,500 $ 23,317 $ 11,229 $ (420) $ 481 $ 77,224
Interest expense
and overhead ...... (14,698) (20,316) (14,409) (6,180) (1,031) (208) (56,842)
Recovery from
(provision for)
loan losses ........ - (182) 86 (10,691) - - (10,787)
Non-interest income . 74 - 431 717 7,415 13,200 21,837
Segment profits
before taxes ....... 971 3,621 7,735 (7,728) 2,353 (839) 6,113
Provision for
income taxes ....... 386 1,441 3,078 (3,075) 936 (334) 2,432
--------- ---------- --------- -------- --------- -------- ---------
Segment net income .. $ 585 $ 2,180 $ 4,657 $ (4,653) $ 1,417 $ (505) $ 3,681
========= ========== ========= ======== ========= ======== =========
Segment total assets $1,016,471 $ 1,416,360 $1,002,163 $ 417,087 $ 152,743 $ 42,520 $4,047,344
========= ========== ========= ======== ========= ======== =========
March 31, 1999
Interest income ..... $ 12,008 $ 22,438 $ 18,185 $ 13,648 $ (224) $ 357 $ 66,412
Interest expense
and overhead ....... (10,025) (18,284) (10,213) (7,812) (390) (227) (46,951)
Recovery from
(provision for)
loan losses ........ - 32 (887) (4,309) - - (5,164)
Non-interest income . 526 64 390 1,379 5,417 8,940 16,716
Segment profits
before taxes ....... 1,714 3,202 6,419 (939) 3,643 (361) 13,678
Provision for
income taxes ....... 683 1,276 2,559 (339) 1,385 (57) 5,507
--------- ---------- ---------- ---------- ---------- ---------- ----------
Segment net income .. $ 1,031 $ 1,926 $ 3,860 $ (600) $ 2,258 $ (304) $ 8,171
========= ========== ========= ======== ========= ========= =========
Segement total asset. $1,065,860 $ 1,387,800 $ 793,924 $ 535,059 $ 39,839 $ 55,094 $3,877,576
========= ========== ========= ======== ========= ========= =========
13
</TABLE>

<PAGE>
The difference between total segment assets and total consolidated assets
and segment non-interest income, and total non-interest income is as follows:

At or for the
Three Months Ended
March 31,
------------------------
(in thousands) 2000 1999
--------- ---------
Total Assets
Total assets for reportable segments . $4,047,344 $3,877,576
Assets in discontinued operations .... 785 44,169
Assets in overhead ................... 211,521 311,861
---------- ----------
Total consolidated assets ............ $4,259,650 $4,233,606
========== ==========
Non-interest Income
Total non-interest income for
reportable segments ................. $ 21,837 $ 16,716
Items included in inteest expense
and overhead:
Transaction fee income ............... 3,251 3,591
ATM fees ............................. 2,515 2,199
Other ................................ 1,146 963
---------- ----------
Total consolidated non-interest income $ 28,749 $ 23,469
========== ==========

10. Reclassifications

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

<PAGE>

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

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

Results of Operations

For the Three
Months Ended,
March 31,
-------------------
(In thousands) 2000 1999
- -------------- ------- --------
Income before extraordinary item .. $ 3,681 $ 8,171
Extraordinary item, net of taxes .. 3,466 -
------- -------
Net income ........................ $ 7,147 $ 8,171
======= =======
CLASS A COMMON SHARES
Diluted earnings per share before
extraordinary item ............... $ 0.09 $ 0.16
Diluted earnings per share from
extraordinary item ............... 0.06 -
------- -------
Diluted earnings per share ........ $ 0.15 $ 0.16
======= =======
CLASS B COMMON SHARES
Diluted earnings per share before
extraordinary item ............... $ 0.08 $ 0.16
Diluted earnings per share from
extraordinary item ............... 0.05 -
------- -------
Diluted earnings per share ........ $ 0.13 $ 0.16
======= =======

Income before extraordinary item - Income before extraordinary item
declined by 55% during the three months ended March 31, 2000 compared to the
same period during 1999. The primary reasons for the decline were:

1) an increase in the provision for loan losses resulting from historical
loss experiences in the small business and consumer loan portfolios,
2) higher compensation expense from expanded investment banking
operations, the acquisition of Levitt and Sons and new banking
products,
3) a significant increase in other real estate expenses resulting from
Levitt and Sons and selling general and administrative expenses during
2000 which were not included during 1999,
4) increased occupancy expenses associated with repairs and maintenance
on bank branches and maintenance contracts associated with ATM
operations, and
5) lower gains on sales of securities available for sale net of
writedowns were due to a reduction in securities sales caused by a
rising rate environment, and
6) lower gains on sales of loans held for sale were due to a decline in
loans originated for sale and an increase in the valuation allowance.
15
<PAGE>

The above reductions in income from before extraordinary item were
partially offset by:

1) an improvement in net interest income resulting from an increase in
interest earning assets reflecting higher loan receivable and
securities available for sale average balances, partially offset by a
decline in the net margin.
2) the sale of one parcel of land for a $182,000 gain,
3) trading securities profits during 2000 compared to losses during 1999,
and
4) a gain on the sale of a utility expansion receivable from real estate
operations.

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

Net Interest Income

For the Three Months
Ended March 31,
-------------------------------
(In thousands) 2000 1999 Change
- -------------- ------- ------- -------
Interest and fees on loans
and banker's acceptances ....... $ 59,124 $ 53,753 $ 5,371
Interest on securities
available for sale ............. 13,639 10,053 3,586
Interest and dividends on
investment, tax certificates
and trading securities ......... 4,461 2,606 1,855
Interest on deposits ............ (19,838) (16,591) (3,247)
Interest on advances from FHLB .. (15,848) (13,497) (2,351)
Interest on securities sold
under agreements to repurchase . (6,582) (4,044) (2,538)
Interest on subordinated
debentures, notes and bonds
payable and guaranteed
preferred interests in the
Company's Junior Subordinated
Debentures ..................... (4,904) (4,612) (292)
------- -------- -------
Net interest income ............. $ 30,052 $ 27,668 $ 2,384
======= ======== =======

First quarter this year versus the same quarter last year:

Net interest income increased by 9%. Total interest income increased by
$10.8 million while total interest expense increased by $8.4 million. The
increase in interest income resulted from higher average interest earning assets
and average yields. The Company experienced asset growth in all categories of
earning assets. The increase in total interest expense reflects the funding of
the asset growth primarily with time deposits and securities sold under
agreements to repurchase and higher borrowing rates. The increased average rates
on earning assets and rate paying liabilities primarily resulted from an
increasing interest rate environment beginning in July 1999.

The increase in loan interest income primarily resulted from the
origination of commercial real estate, lease financing and syndication loans as
well as the purchase of residential loans held for sale. The above increases in
loan average balances were partially offset by declines in the Company's
wholesale residential, consumer and small business loan portfolios. The decline
in consumer loans resulted from the Company ceasing the origination of indirect
consumer loans as part of its December 1998 restructuring plan. The decline in
small business average balances resulted from a significant decrease in loan
originations during the 1999 fiscal year and the first quarter of 2000 compared
to the 1998 fiscal year. Also contributing to the increase in loan interest
income was higher loan average yields due to the prime interest rate rising 125
basis points since July 1999.
16
<PAGE>

The increase in securities available for sale interest income primarily
resulted from higher average balances and yields. The higher average balances
and yields were caused by purchases of mortgage-backed securities and REMICs
during 1999 and the first quarter of 2000. The higher yields were due to new
purchases of securities at higher rates than the existing portfolio.

The increase in interest and dividends on investment securities held to
maturity and trading securities primarily resulted from interest income
associated with tax certificates and FHLB stock. The additional tax certificate
income resulted from expansion of the Company's tax certificate operations
outside of the State of Florida. The increased FHLB stock dividend income
reflects higher FHLB advance average balances due to the required FHLB stock
balances needed for the current period.

The increase in deposit expense resulted from higher time deposit average
balances and increased deposit rates. Higher time deposit average balances
resulted from the introduction of new deposit products and the use of public
funds and brokered deposits. The average balance of brokered deposits and public
funds increased from $203.9. million in 1999 to $286.9 million in 2000. The
increased deposit average balances and rates reflect the introduction of new
transaction and time deposit products and a rising interest rate environment
during the latter half of 1999 and the first quarter of 2000. The new deposit
products have higher interest rates than the Company's existing deposits. As a
result of the new deposit products, total deposits increased by $152 million or
7.5% from the fourth quarter of 1999. One of the deposit products was a two-year
fixed rate callable certificate of deposit. The Company hedged the interest rate
of these deposit accounts with two year interest rate swaps. The Company
originated approximately $108 million of this deposit product during the first
quarter of 2000.

The increase in interest expense on advances from FHLB was primarily due to
higher average balances and rates. The additional FHLB advance average balances
were used to fund growth in securities available for sale. The higher rates
reflect the origination of new advances during 2000.

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

The increase in interest on subordinated debentures, guaranteed preferred
interest in the Company's Junior Subordinated Debentures and notes and bonds
payable resulted primarily from notes payable acquired in connection with the
Levitt and Sons acquisition. The Levitt Corporation average notes payable
balance during the 2000 period was $57 million compared to $0 during the 1999
period. The reduction of interest expense associated with the retirement of
$25.0 million of the 5 5/8% convertible debentures was offset by the interest
expense related to the issuance of $15.4 million of investment notes.

Interest expense of $1.7 million was capitalized during the three months
ended March 31, 2000 associated with Levitt and Sons real estate operations and
investments and advances to joint ventures. During the three months ended March
31, 1999 $175,000 of interest expense was capitalized in connection with
investments and advances to real estate joint ventures.

The net interest spread declined to 2.71% during 2000 compared to 2.86%
during 1999 as rate increases in liabilities exceeded the increase in yields on
earning assets. Yields on earning assets increased from 7.71% during the 1999
period to 7.93% during the 2000 period. Likewise, rates on interest bearing
liabilities increased from 4.85% during the 1999 period to 5.22% during the 2000
period. The increased earning asset yields and interest bearing liabilities
rates primarily resulted from the rising interest rate environment beginning in
July 1999.
17
<PAGE>

Provision for Loan Losses
For the Three Months
Ended March 31,
----------------------
2000 1999
-------- --------
Balance, beginning of period ................. $ 44,450 $ 37,950
Charge-offs:
Commercial real estate loans ............... - (158)
Nonmortgage Commercial ..................... (24) -
Lease financing ............................ (520) (303)
Small business - real estate ............... (18) (10)
Small business - non-mortgage .............. (3,131) (2,093)
Consumer loans - indirect .................. (3,369) (3,297)
Consumer loans - direct .................... (1,494) (694)
Residential real estate loans .............. (100) (59)
-------- -------
(8,656) (6,614)
------- -------
Recoveries:
Commercial real estate loans ............... 2 -
Lease financing ............................ 54 66
Small business - non-mortgage .............. 113 37
Consumer loans - indirect .................. 698 378
Consumer loans - direct .................... 187 228
Commercial business loans .................. 14 141
Residential real estate loans .............. 1 -
------- -------
1,069 850
------- -------
Net charge-offs .............................. (7,587) (5,764)
Additions charged to operations .............. 10,787 5,164
------- -------
Balance, end of period ....................... $ 47,650 $ 37,350
======= =======

The provision for loan losses increased significantly during the three
months ended March 31, 2000 compared to the same 1999 period primarily due to
losses experienced in the small business and consumer lending portfolios,
including an increase in direct consumer loan second mortgage charge-offs . The
substantial increase in the allowance for loan losses resulted from small
business and consumer loan charge-offs and delinquency trends.

The Company ceased the origination of indirect consumer loans as part of
its December 1998 restructuring. The high charge off and delinquency trends in
the small business nonmortgage portfolio resulted in additions to the allowance
for loan losses. The Company has significantly reduced the origination of small
business loans and has implemented substantial modifications to the small
business program including oversight of the program by the Chief Credit Officer.
18
<PAGE>

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

March 31, December 31,
2000 1999
------- ------------
Nonaccrual :
Tax certificates .......................... $ 1,442 $ 2,258
Loans and leases .......................... 32,744 42,741
------ ------
Total nonaccrual .......................... 34,186 44,999
------ ------
Repossessed Assets:
Real estate owned, net
of allowance .............................. 4,268 3,951
Vehicles and equipment ..................... 894 1,253
------ ------
Total repossessed assets ................... 5,162 5,204
Contractually past due 90 days or more (1) .. - 410
------ ------
39,348 50,613
Restructured loans .......................... - -
------ ------
Total non-performing assets ................ $39,348 $50,613
====== ======
(1) The majority of these loans at December 31, 1999 had matured and
the borrowers continued to make payments under the matured loan
agreement.

As of March 31, 2000, a commercial loan in which BankAtlantic is a
participant in a nationally syndicated credit facility was in violation of
certain covenants in the loan agreement. The total commitment of BankAtlantic to
this borrower is $13.7 million, of which $13.4 million is outstanding. As of
this date, the borrower continues to make payment under the loan agreement;
however, based on the fact that the borrower is continuing to incur operating
losses it is possible that this loan may be included in the above table as a
non-accruing loan in subsequent periods.

The Company experienced declines in all non-accrual asset categories. The
decrease in non-accrual loans and leases resulted from:

1) a $3.9 million decrease in consumer non-accrual loans,
2) a $2.9 million decline in non-accrual residential loans
including a $1.5 million decline in non-accrual residential
loans purchased,
3) a $1.7 million reduction in non-accrual small business loans,
4) a $1.3 million decrease in non-accrual commercial loans and
5) a $190,000 decrease in non-accrual lease financing.

Non-accrual and repossessed consumer loans decreased significantly
resulting from more aggressive disposition, repossession and collection
procedures.

The improvement in residential non-accrual loans reflects the Company
either negotiating a payoff or foreclosing and selling the collateral on
non-accrual residential loans acquired. The remaining decline in residential
non-accrual loans reflects improvements in the delinquency trends of the
portfolio.

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

Non-accrual commercial loans improved due to a payoff of a nonresidential
commercial real estate loan and the foreclosure of a commercial real estate
loan.
19
<PAGE>

Non-Interest Income
For the Three Months Ended
March 31,
-------------------------------
(In thousands) 2000 1999 Change
- -------------- ------- ------- -------
Noninterest Income Bank Operations
Loan late fees and other loan income ...... $ 1,038 $ 1,130 $ (92)
Gains on sales of loans held for sale,
net of writedowns ......................... 78 633 (555)
Gains on sales of property and equipment ... 182 - 182
Trading account gains (losses) ............. 38 (69) 107
Gains on sales of securities availabe
for sale, net of writedowns ............... 12 579 (567)
Transaction fees ........................... 3,251 3,591 (340)
ATM fees ................................... 2,515 2,199 316
Other ...................................... 765 1,049 (284)
------- ------- -------
Non-interest income banking operations ..... 7,879 9,112 (1,233)
------- ------- -------
RBCO Operations
Principal transactions ..................... 4,958 3,000 1,958
Investment banking ......................... 2,007 3,117 (1,110)
Commissions ................................ 6,235 2,676 3,559
Other ...................................... 255 147 108
------- ------- -------
Non-interest income - RBCO ................. 13,455 8,940 4,515
------- ------- -------
Real Estate Operations .....................
Gains on sales of real estate held for sale 3,395 3,666 (271)
Equity in earnings (losses) of
unconsolidated real estate joint ventures . (284) 1,729 (2,013)
Utility expansion receivable sale .......... 3,902 - 3,902
Other ...................................... 402 22 380
------- ------- -------
Non-interest income - real estate operations 7,415 5,417 1,998
------- ------- -------
Total non-interest income .................. $ 28,749 $ 23,469 $ 5,280
======== ======== ========

Non-Interest Income - Bank Operations

During the three months ended March 31, 2000, the Company sold a parcel of
land with a book value of $182,000 for a gain as shown in the above table.

During the three months ended March 31, 2000, the Company realized gains of
$38,000 on securities trading compared to a realized loss of $69,000 during the
same 1999 period.

During the three months ended March 31, 2000 the Company sold $317,000 of
securities available for sale for a gain of $793,000 and recognized a writedown
on marketable equity securities available for sale of $781,000. The writedown
was made due to a significant decline in the market value of the securities. The
decline was considered other than temporary due to the magnitude and length of
time of the decline and the financial condition and the near term prospects for
the issuer of the security.

During the three months ended March 31, 1999, the Company sold $63.5
million of securities available for sale for a $579,000 gain.
20

<PAGE>

The decline in transaction fee income during the three months ended March
31, 2000 compared to the same period in 1999 primarily resulted from a decline
in overdraft protection fee income reflecting the increased monitoring of
deposit account activity in order to prevent check kiting and check fraud
activities.

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

The decline in other income during the three months ended March 31, 2000
was due to lower commissions earned from teller check outsourcing and deposit
customer services such as teller check fees and account research fees.

Non-Interest Income - RBCO Operations

The enhanced principal transaction income during the three months ended
March 31, 2000 compared to the same 1999 period resulted from improved equity
trading results. The significant increase in commission income was attributed to
growth in RBCO's retail and institutional clients. The growth reflects fees from
the brokerage operations conducted in various BankAtlantic branches and income
from the Southeast Research Group which was acquired by RBCO in June 1999. The
above improvements in non-interest income were partially offset by a decline in
investment banking income primarily due to a weak IPO market for bank and thrift
stocks during the three months ended March 31, 2000.

Non-Interest Income - Real Estate Operations

During the three months ended March 31, 2000, gains on sales of real estate
held for sale represented the net profits on sales of real estate by Levitt and
Sons and SLWHC. During the first quarter of 2000, Levitt and Sons sold real
estate inventory for a net gain of $2.2 million and SLWHC sold developed land
for a net gain of $1.2 million. During the three months ended March 31, 1999
SLWHC sold developed land for a net gain of $3.7 million. Equity in earnings
(losses) from unconsolidated joint ventures reflects the Company's real estate
joint ventures. Other income primarily represents revenues from Levitt and Sons
mortgage operations and storage income from a marina property.

During February 2000, SLWHC received a cash payment of $8.5 million
representing the full satisfaction of a certain receivable from a public
municipality providing water and wastewater services to St. Lucie West. The cash
payment is in full settlement of an agreement dated December 1991 between SLWHC
and the municipality. The 1991 agreement required the municipality to reimburse
SLWHC for its cost of increasing the service capacity of the utility plant via
payment to SLWHC of the future connection fees generated from such capacity.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
21
<PAGE>

Non-Interest Expenses
For the Three Months Ended
March 31,
--------------------------
(In thousands) 2000 1999 Change
- -------------- ------ ------ ------
Noninterest expense Bank Operations
Employee compensation and benefits .... $10,885 $ 9,641 $ 1,244
Occupancy and equipment ............... 5,601 5,188 413
Foreclosed asset activity, net ........ 151 90 61
Advertising and promotion ............. 581 326 255
Amortization of cost over fair value of
net assets acquired ................ 708 711 (3)
Other ................................. 5,163 5,755 (592)
------ ------ ------
Non-interest expenses ............. 23,089 21,711 1,378
------ ------ ------
RBCO Operations
Employee compensation and benefits .... 9,844 6,450 3,394
Occupancy and equipment ............... 899 486 413
Advertising and promotion ............. 272 248 24
Amortization of cost over fair value of
net assets acquired ................ 308 272 36
Other ................................. 3,185 1,976 1,209
------ ------ ------
Non-interest expenses ................. 14,508 9,432 5,076
------ ------ ------
Real Estate Operations
Employee compensation and benefits .... 1,325 152 1,173
Advertising and promotion ............. 613 182 431
Selling, general and administrative ... 2,366 818 1,548
------ ------ ------
Non-interest expenses ............... 4,304 1,152 3,152
------ ------ ------
Total non-interest expenses ........... $41,901 $32,295 $ 9,606
====== ====== ======

Non-Interest Expenses - Bank Operations

Compensation expense increased due principally to the growth of several
lines of business, including internet banking, annual salary and benefit
increases and one-time recruiting expenses.

Occupancy and equipment expenses increased due to higher ATM equipment
repair and maintenance along with additional costs incurred associated with
branch network building repair and maintenance.

The higher advertising expense relates to promotions associated with
BankAtlantic's new deposit and loan products that were introduced during the
first quarter of 2000.

The improvement in other expenses resulted from lower ATM, consulting and
general corporate expenses. The decline in ATM expenses primarily resulted from
a review and renegotiation of various vendor contracts for all ATM vendors and
suppliers. Additionally, the Company experienced a decrease in the following
expense categories:

1) Telephone,
2) Postage,
3) Bank charges, and
4) Teller outages.

RBCO Non-Interest Expenses

The significant increase in employee compensation and benefits was
primarily due to higher commission expenses associated with the increase in
commission revenues and a cumulative increase in salary, payroll taxes and
insurance expenses associated with 58 additional employees. RBCO during 1999
significantly expanded its business activities including the diversification
into the healthcare, consumer and technology industries, the expansion of
22
<PAGE>

investment banking activities, expansion of retail operations into BankAtlantic
branches and the acquisition of the Southeast Research Group.

The increases in occupancy and equipment reflects additional rent and
depreciation expenses associated with the expansion of business activities
mentioned above.

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

The increase in other expenses resulted from additional telephone,
quotation and postage expenses associated with the expanded business activities
as well as a significant increase in floor brokerage and clearing fees
reflecting a 130% increase in the number of trades.

Real Estate Operations Non-Interest Expenses

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

Included in selling, general and administrative expenses during the three
months ended March 31, 2000 and 1999 was $150,000 of consulting fees paid to the
Abdo Companies, Inc., an affiliate of the Company. Additionally, included in
selling, general and administrative expenses during the three months ended March
31, 2000 were $20,000 of management fees paid to BFC Financial Corporation, an
affiliate of the Company.

Segment Reporting

The table below provides segment information for continuing operations for
the three months ended March 31, 2000 and 1999:

For the Three Months
(in thousands) Ended March 31,
- -------------- --------------------
2000 1999
------ ------
Net contribution after income taxes ..............
Bank investment operations - wholesale residential $ 2,180 $ 1,926
Bank investment operations - other ............... 585 1,031
Bank loan operations - retail products ........... (4,653) (600)
Bank loan operations - commercial products ....... 4,657 3,860
Real estate operations ........................... 1,417 2,258
Investment banking operations .................... (505) (304)
------ ------
Net contribution ................................. $ 3,681 $ 8,171
====== ======

Bank Investment Operations

Segment net contribution from bank investment operations - other declined
due to lower gains on the sale of loans and securities available for sale as
well as a writedown of a marketable equity security. The additional noninterest
income resulted from increased earning assets relating primarily to the purchase
of securities during the period. The higher interest expense and overhead
resulted from an increase in allocated overhead reflecting a decline in deposit
related noninterest income and an increase in noninterest expenses.

Segment net contribution from bank investment operations - wholesale
residential increased primarily from an increase in earning assets and higher
average yields. The additional earning assets represent loans purchased during
the period and the improvement in yield reflects rate adjustments on adjustable
rate loans. The additional overhead allocation reflects the increase in segment
assets and higher bankwide allocated overhead.

Bank Loan Operations

Segment net contribution from bank loan operations - commercial increased
due to a significant increase in loan balances due to loan origination and loan
syndications. Also, contributing to the improved net contributions was
23
<PAGE>
a decline in the provision for loan losses attributed to a recovery on a
nonaccrual loan and higher syndication loan growth during 1999 compared to 2000.

Segment net contribution from bank loan operations - retail declined due to
a significant increase in the provision for loan losses and declining portfolio
balances. The additional provision for loan losses during 2000 was the result of
increased small business and consumer loan charge-offs and delinquency trends.
The decline in portfolio balances reflects lower fundings of small business
loans and the Company ceasing the origination of indirect consumer loans during
1998.

Real Estate Operations

Segment net contribution from real estate operations decreased due to a
decline in earnings from joint venture operations, a decline in land sales at
SLWHC, and a loss from Levitt and Sons operations. The above net contribution
declines were partially offset by the sale of SLWHC utility expansion
receivable. The additional overhead allocation reflects a significant increase
in intercompany borrowings during 2000 compared to 1999.

Investment Banking Operations

Segment net contribution from investment banking operations declined
resulting from increased operating expenses associated with RBCO expanded
business activities. RBCO experienced a significant increase in commission and
trading revenues, offset by lower investment banking revenues and higher
compensation, communication and occupancy expenses. The increased compensation
expense reflects higher commission expense associated with the commission
revenue. The higher communication and occupancy expenses resulted from the
expansion of RBCO operations and the acquisition of the Southeast Research
Group.

Financial Condition

The Company's total assets at March 31, 2000 were $4.3 billion compared to
$4.2 billion at December 31, 1999. The increase in total assets primarily
resulted from increased:

1) loans held for sale balances due to bulk purchases of residential
loans categorized as held for sale,
2) securities available for sale resulting from the purchase of
adjustable rate mortgage backed securities,
3) tax certificate purchases, and
4) securities purchased under resell agreements associated with
RBCO activities.

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

1) loans receivable resulting from the repayment of consumer
indirect automobile loans and purchased residential loans
held to maturity,
2) trading securities related to RBCO operations, and
3) real estate held for development and sale and joint ventures
due to sales.

The Company's total liabilities at March 31, 2000 were $4.0 billion
compared to $3.9 billion at December 31, 1999. The increase in total liabilities
primarily resulted from increased:

1) deposit balances reflecting the introduction of new deposit
products, and
2) advances from the FHLB used to fund growth in securities
available for sale.

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

1) short term borrowings due to deposit growth, and
2) subordinated debentures due to the repurchase of $25 million
of 5 5/8% convertible subordinated debentures, partially
offset by the issuance of $15 million of investment notes.

Market Risk

Market risk is defined as the risk of loss arising from adverse changes in
market valuation which arise from interest rate risk, foreign currency exchange
rate risk, commodity price risk, and equity price risk. The Company's primary
market risk is interest rate risk and its secondary market risk is equity price
risk.
24
<PAGE>
Equity Price Risk

The Company maintains a portfolio of trading and available for sale
securities which subjects the Company to equity pricing risks. The change in
fair values of equity securities represents instantaneous changes in all equity
prices segregated by trading securities, securities sold not yet purchased and
available for sale securities. The following are hypothetical changes in the
fair value of the Company's securities sold not yet purchased, trading and
available for sale securities at March 31, 2000 based on percentage changes in
fair value. Actual future price appreciation or depreciation may be different
from the changes identified in the table below.

Available Securities Total
Percent Trading for Sale Sold Not Dollar
Change in Securities Securities Yet Change from
Fair Value Fair Value Fair Value Purchased 0%
- -------------- ------------ ------------ ----------- ------------
20 % $ 9,812 $ 26,719 $(900) $ 5,938
10 % $ 8,995 $ 24,493 $(825) $ 2,970
- % $ 8,177 $ 22,266 $(750) $ -
(10)% $ 7,359 $ 20,039 $(675) $ (2,970)
(20)% $ 6,542 $ 17,813 $(600) $ (5,938)

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

Interest Rate Risk

The majority of the Company's assets and liabilities are monetary in nature
subjecting the Company to significant interest rate risk. During 1998, the
Company began trading government securities which are generally bought and sold
on the same day. During the second quarter of 1999 the Company's trading
activities were expanded beyond trading in government securities to trading in
options and futures on Eurodollar time deposits which expire in three months or
less. Eurodollar time deposits are indexed to the LIBOR.

The Company has developed a model using vendor software to quantify its
interest rate risk. A sensitivity analysis was performed measuring the Company's
potential gains and losses in net portfolio fair values of interest rate
sensitive instruments at March 31, 2000 resulting from a change in interest
rates. Interest rate sensitive instruments included in the model were the
Company's:

loan portfolio,
debt securities available for sale,
investment securities,
FHLB stock,
Federal Funds sold,
government securities,
Eurodollar time deposit options and futures
deposits, including brokered deposits and public funds,
advances from FHLB,
securities sold under agreements to repurchase,
Federal Funds purchased,
Notes and Bonds payable
Subordinated Debentures,
Trust Preferred Securities,
Interest rate swaps, and
Off-balance sheet loan commitments.
25
<PAGE>
The Company has fixed rate loan commitments aggregating $6.4 million at
March 31, 2000.

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

(i) discounting anticipated cash flows from existing assets,
liabilities and off-balance sheet contracts at market
rates to determine fair values at March 31, 2000,
(ii) discounting the above expected cash flows based on
instantaneous and parallel shifts in the yield curve
to determine fair values, and
(iii) the difference between the fair value calculated in
(i) and (ii) is the potential gain or loss in net
portfolio fair values.

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

Presented below is an analysis of the Company's interest rate risk at March
31, 2000 as calculated utilizing the Company's model. The table measures changes
in net portfolio value for instantaneous and parallel shifts in the yield curve
in 100 basis point increments up or down.

Net Portfolio
Changes Value Dollar
in Rate Amount Change
-------- ------------- --------
In thousands
+200 bp $ 258,485 $ (86,554)
+100 bp $ 307,559 $ (37,480)
0 bp $ 345,039 $ -
(100) bp $ 368,358 $ 23,319
(200) bp $ 347,867 $ 2,828

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

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

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

Liquidity and Capital Resources

The Company's principal source of cash flow is dividends from BankAtlantic,
sales of securities available for sale and proceeds from the issuance of debt
and equity securities. Such funds were utilized by the Company to pay dividends
on its outstanding common stock, interest payments on its Debentures, acquire
its common stock and to fund the repurchase of Debentures under the tender
offer. Dividends from BankAtlantic to the Company are currently subject to
regulatory approval.
26
<PAGE>
BankAtlantic's primary sources of funds during the first three months of
2000 were from principal collected on loans, securities available for sale and
investment securities held to maturity, sales of securities available for sale,
FHLB stock, REO, and real estate held for development, borrowings from FHLB
advances, securities sold under agreements to repurchase, sales of property and
equipment, and deposit inflows. These funds were primarily utilized to fund
operating expenses, deposit outflows, loan purchases and fundings, repay
advances from borrowers for taxes and insurance and to purchase FHLB stock, tax
certificates, trading securities, real estate inventory, joint venture
investments and securities available for sale. At March 31, 2000, BankAtlantic
met all applicable liquidity and regulatory capital requirements.

The Company's commitments to originate and purchase loans at March 31, 2000
were $245.1 million and $55.8 million compared to $212.7 million and zero at
March 31, 1999. Additionally, the Company had commitments to purchase $30.1
million of mortgage-backed securities at March 31, 2000 compared to zero during
the same 1999 period. At March 31, 2000, loan commitments were 10.96% of net
loans receivable. At March 31, 2000, commitments to sell mortgage backed
securities were $49.5 million.

Leasing Technology Inc. ("LTI") is obligated on leases sold with full
recourse by LTI to investors prior to the Company's acquisition. Under the terms
of such agreements, LTI is subject to recourse for 100% of the remaining balance
of the lease receivable sold upon a default by the lessees. At March 31, 2000,
the amount of lease payments subject to such recourse provisions was
approximately $2.1 million and a $84,000 estimated liability on leases sold with
recourse is included in other liabilities in the Company's Statement of
Financial Condition.

In January 2000, the Board of Directors of the Company approved a corporate
transaction which would result in the redemption and retirement of all publicly
held outstanding shares of Class B common stock at a price of $6.00 per share
payable in cash. Based on the number of Class B common shares outstanding at
March 31, 2000 and assuming 25% of outstanding Class B stock options are
exercised prior to the effective date of the corporate transaction,
approximately $32 million in cash will be required to consummate the corporate
transaction. The Class B common stock represents 100% of the voting rights of
the Company. BFC Financial Corporation and its affiliates currently beneficially
own in excess of 50% of BankAtlantic Bancorp's Class B common stock. As a result
of the transaction which is structured as a merger, BFC Financial Corporation
would be the sole holder of the Class B common stock. The Company's Class A
common stock will be unaffected by the transaction and will remain outstanding.
Outstanding options to purchase Class A common stock will remain exercisable for
the same number of shares of Class A common stock of the Company as the
surviving corporation for the same exercise price and upon the same terms as in
effect before the merger. Likewise, the Company's 6-3/4% Convertible
Subordinated Debentures due 2006 and 5- 5/8% Convertible Subordinated Debentures
due 2007 will remain convertible into the same number of shares of Class A
common stock of the Company as the surviving corporation at the same conversion
price and upon the same terms as in effect before the merger. All outstanding
options to acquire Class B common stock will automatically be exchanged for
options to acquire Class A common stock on a basis which preserves the intrinsic
value of the option on the effective date of the corporate transaction. The
options will otherwise be on substantially the same terms and conditions as the
former options to purchase shares of Class B common stock, including vesting and
term. The proposed transaction is subject to approval of the Company's Class A
and Class B shareholders, receipt of all required regulatory approvals, and
obtaining financing for the transaction.

In January 2000, the Company began an offering of up to $150 million of
subordinated investment notes. The Company currently anticipates that only $50
million of investment notes will be outstanding at any time. No minimum amount
of investment notes must be sold and the Company may terminate the offering at
any time. The interest rate and maturity date are fixed upon issuance. At March
31, 2000 the Company had issued an aggregate of $15.4 million of investment
notes with interest rates between 10% and 11% and maturity dates between
February 2002 and April 2002. The Company used a portion of the proceeds to pay
a portion of the purchase price for the debentures tendered
27
<PAGE>
pursuant to the tender offer described above and also intends to use the
proceeds to fund the proposed merger and for general corporate purposes. The
Company may elect at any time prior to maturity to automatically extend the
maturity date of the investment notes for an additional one year. The investment
notes are subordinated to all existing and future senior indebtedness.

During the three months ended March 31, 2000 the Company entered into
interest rate swap contracts with an aggregate notional amount of $125 million.
The interest rate swaps terminate during the first quarter of 2002. The interest
rate swap contracts obligate the Company to pay the one month LIBOR index and
the Company receives an average fixed rate of interest of 7.08%. The interest
rate swap contracts were executed to convert the Company's 7% fixed rate
callable time deposits to a one-month LIBOR interest rate. The Company has
elected hedge accounting treatment for the interest rate swaps; therefore, any
adjustment to the carrying amount of the interest rate swaps shall be recognized
in the carrying amount of the callable time deposits.

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

Minimum Ratios
------------------------
Adequately Well
Actual Capitalized Capitalized
Amount Ratio Ratio Ratio
-------- ------ ----------- -----------
(In thousands)
AT MARCH 31, 2000:
Total risk-based capital $ 349,133 12.99% 8.00% 10.00%
Tier I risk-based capital $ 315,372 11.74% 4.00% 6.00%
Tangible capital $ 315,372 7.71% 1.50% 1.50%
Core capital $ 315,372 7.71% 4.00% 5.00%

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

Savings institutions are also subject to the provisions of the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"). Regulations
implementing the prompt corrective action provisions of FDICIA define specific
capital categories based on FDICIA's defined capital ratios, as discussed more
fully in the Company's Annual Report on Form 10K for the year ended December 31,
1999.
28
<PAGE>
The Company's wholly owned subsidiary, RBCO, is subject to the net capital
provision of Rule 15c3-1 under the Securities Exchange Act of 1934 which
requires that RBCO's aggregate indebtedness shall not exceed 15 times net
capital as defined under such provision. Additionally, RBCO, as a market marker,
is subject to supplemental requirements of Rule 15c3-1(a)4, which provides for
the computation of net capital to be based on the number and price of issues in
which markets are made by RBCO, not to exceed $1,000,000. At March 31, 2000,
RBCO's regulatory net capital was approximately $14.1 million, which exceeded
minimum net capital rule requirements by $13.1 million.

RBCO operates under the provisions of paragraph (K)(2)(ii) of Rule 15c3-3
of the Securities and Exchange Commission as a fully-disclosed broker and,
accordingly, customer accounts are carried on the books of the clearing broker.
However, RBCO safekeeps and redeems municipal bond coupons for the benefit of
its customers. Accordingly, RBCO 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 March 31, 2000.
29
<PAGE>

PART II - OTHER INFORMATION

Exhibits and Reports on Form 8K

(a) Exhibits

Exhibit 2 Amended and Restated Agreement and Plan of Merger, dated
March 29, 2000 by and among the Company and BBC Sub, Inc.
(incorporated by reference to Appendix A to the Company's
Preliminary Proxy Statement filed on April 10, 2000)

Exhibit 10 BankAtlantic Bancorp-Ryan Beck Deferred Compensation Plan

Exhibit 11 Statement re: Computation of Per Share Earnings

(b) Reports on Form 8K

A report on Form 8K dated January 13, 2000 was filed with the
Securities and Exchange Commission announcing a corporate merger
which would result in the redemption and retirement of all
publicly held Class B common stock.
30

<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.

May 15, 2000 By: /s/Alan B. Levan
- ------------ ----------------
Date Alan B. Levan
Chief Executive Officer/
Chairman/President

May 15, 2000 By: /s/James A. White
- ------------ -----------------
Date James A. White
Executive Vice President,
Chief Financial Officer

-------------------------------------------------

BankAtlantic Bancorp-Ryan, Beck
Deferred Compensation Plan
---------------------------------------------------

<PAGE>

--------------------------------------------------

BankAtlantic Bancorp-Ryan, Beck
Deferred Compensation Plan
---------------------------------------------------

Page

1. Purpose.................................................. 1

2. Definitions.............................................. 1

3. Administration........................................... 2

4. Participation............................................ 3

5. Deferrals................................................ 3

6. Settlement of Deferral Accounts.......................... 4

7. General Provisions....................................... 4

8. Effective Date........................................... 6

<PAGE>

- 6 -

---------------------------------------------------------------------

BankAtlantic Bancorp-Ryan, Beck
Deferred Compensation Plan
___________________________________

1. Purpose. The purpose of this BankAtlantic Bancorp-Ryan, Beck Deferred
Compensation Plan (the "Plan") is to provide certain employees of Ryan, Beck &
Co., Inc. (the "Company") with a short-term deferred compensation plan award in
exchange for relinquishment of certain restricted stock rights. The Plan is not
intended to be covered by the terms of the Employee Retirement Income Security
Act of 1974, as amended. The Plan is sponsored by BankAtlantic Bancorp, Inc.
("BankAtlantic").

2. Definitions. In addition to the terms defined in Section 1 above, the
following terms used in the Plan shall have the meanings set forth below:
"Administrator" shall mean the Company or any person or entity to whom or to
which it has delegated some or all of its administrative responsibilities
hereunder.

"Beneficiary" shall mean the beneficiary designated by the Participant under the
Company's group term life insurance plan, unless the Participant has designated
any other person or persons (who may be designated contingently or successively
and which may be an entity other than a natural person) on a form supplied by
the Administrator to receive benefits payable in the event of the death of the
Participant. In the event of the Participant's death without an effective
Beneficiary designation, any Plan benefits payable shall be paid in equal parts
to the Participant's surviving spouse or, if the Participant has no surviving
spouse, to the Participant's surviving children or, if the Participant has no
surviving children, to the Participant's surviving parents, or if the
Participant has no surviving parents, to the Participant's surviving siblings
or, if the Participant has no surviving siblings, to the Participant's estate.

"Board" shall mean the Board of Directors of BankAtlantic.

"Cause" shall mean (i) continued failure to perform substantially the
Participant's duties with the Employer (other than such failure as a result of
death or disability), or (ii) engaging in illegal conduct or gross misconduct
which is materially injurious to the Employer, as determined by the Committee in
its sole discretion.

"Code" shall mean the Internal Revenue Code of 1986, as amended. References to
any provision of the Code or regulation (including a proposed regulation)
thereunder shall include any successor provisions or regulations.

"Committee" shall mean the Compensation Committee of the Board. Any
function of the Committee may be delegated to the Administrator.

"Deferral Account" shall mean the account established and maintained by
BankAtlantic attributable to a Participant, as described in Section 5. Deferral
Accounts will be maintained solely as bookkeeping entries by BankAtlantic to
evidence unfunded obligations of BankAtlantic.

"Employer" shall mean the Company and all entities that are members of the
controlled group of which the Company is a member, as determined under Section
414(b) or (c) of the Code.

"Participant" shall mean any employee of the Company who is a participant in the
Restricted Stock Award Plan and who elects to participate in the Plan pursuant
to Section 4.

"Plan Year" shall mean the calendar year.

"Restricted Stock Award Plan" shall mean the BankAtlantic Bancorp, Inc.
Restricted Stock Award Plan for Key Employees of Ryan, Beck & Co., Inc.

3. Administration.

Authority. Both the Committee and the Administrator (subject to the ability of
the Committee to restrict the Administrator) shall administer the Plan in
accordance with its terms, and shall have all powers necessary to accomplish
such purpose, including the power and authority to construe and interpret the
Plan, to define the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms, and notices relating to the administration of
the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. Any actions of the Committee or the Administrator
with respect to the Plan shall be conclusive and binding upon all persons
interested in the Plan, except that any action of the Administrator will not be
binding on the Committee. The Committee and Administrator may each appoint
agents and delegate thereto powers and duties under the Plan, except as
otherwise limited by the Plan. The Board may, with prospective or retroactive
effect, amend, alter, suspend, discontinue, or terminate the Plan at any time
without the consent of Participants, stockholders, or any other person;
provided, however, that, without the consent of a Participant, no such action
shall adversely affect the rights of such Participant with respect to any rights
to payment of amounts credited to such Participant's Deferral Account.
Notwithstanding the foregoing, the Board may, in its sole discretion, terminate
the Plan (in whole or in part) and distribute to Participants (in whole or in
part) the amounts credited to their Deferral Accounts.

Limitation of Liability. Each member of the Committee and the Administrator
shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or other employee of the
Company or BankAtlantic or any subsidiary or affiliated entity, the Company's or
BankAtlantic's independent certified public accountants, or any executive
compensation consultant, legal counsel, or other professional retained by the
Company or BankAtlantic to assist in the administration of the Plan. To the
maximum extent permitted by law, no member of the Committee or the
Administrator, nor any person to whom duties have been delegated, shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of the Plan.

4. Participation. The Committee shall offer to each employee of the Company who
is a participant in the Restricted Stock Award Plan the opportunity to
relinquish all rights and privileges under the Restricted Stock Award Plan in
exchange for the establishment of a Deferral Account hereunder, upon such terms
as are set forth in the applicable Deferred Compensation Plan Election Form (the
"Election Form"). Employees who elect to take advantage of such offer will
become Participants in this Plan, and will cease to be participants in the
Restricted Stock Award Plan.

5. Deferrals. Each employee of the Company who elects, at such time and in such
manner as the Committee designates, to become a Participant hereunder, will have
a Deferral Account established hereunder. A Participant's Deferral Account,
which will be in the form of a bookkeeping entry only, will be credited with an
amount set forth in the Election Form, which amount shall be equal to the fair
market value of the restricted stock awarded to him or her under the Restricted
Stock Award Plan, such value to be determined as of the date of the original
award under the Restricted Stock Award Plan. No interest, gains, losses or
dividends will be credited to a Participant's Deferral Account, except as
otherwise set forth in Section 6(c) hereof. Vesting. A Participant will become
vested in his or her Deferral Account as of the date that is the fourth
anniversary of the date as of which he or she was granted restricted stock under
the Restricted Stock Award Plan (the "Vesting Date"), if the Participant is then
employed by the Employer and has been during such four year period continually
employed by the Employer on a full-time basis.

Death or Disability. If a Participant's employment with the Employer terminates
as a result of his death or disability (as determined by the Committee), then
the date of such termination shall be considered a Vesting Date, and he or she
(or his or her Beneficiary) shall be entitled to the Deferral Account.

Retirement. If a Participant's employment with the Employer terminates as a
result of retirement (as determined by the Committee), and if the Participant is
in good standing with the Employer and meets such other terms and conditions as
are imposed by the Committee in its discretion, then the Participant will be
considered to have attained the Vesting Date with respect to a pro rata portion
of the Deferral Account (with the remainder to be irrevocably forfeited); the
pro rata portion shall be determined by a fraction, equal to the number of
complete months from the original date of grant under the Restricted Stock Award
Plan to the date of retirement, divided by forty-eight (48), such calculation to
be made by the Committee in its sole discretion.

Termination Without Cause. If a Participant's employment with the Employer is
terminated without Cause, then the date of such termination of employment shall
be considered to be a Vesting Date.

Forfeiture. Notwithstanding anything else herein, in the event that a
Participant terminates employment with the Employer for any reason not otherwise
set forth above prior to his or her Vesting Date, or ceases to be a full-time
employee of the Employer prior to his or her Vesting Date, or if his or her
employment is terminated for Cause, then such Participant's Deferral Account
shall be irrevocably forfeited.

6. Settlement of Deferral Accounts.

Form of Payment. Upon the occurrence of a Vesting Date with respect to a
Participant, BankAtlantic shall settle such Participant's Deferral Account, and
discharge all of its obligations to pay deferred compensation under the Plan
with respect to such Deferral Account, by payment of cash, except as provided in
Section 6(c) hereof.

Timing of Payments. Payments in settlement of a Deferral Account shall be made
as soon as practicable after such Vesting Date, except as provided in Section
6(c) hereof.

Deferral of Payment. At the Committee's sole discretion, BankAtlantic can elect
to defer payment of 50% of a Participant's Deferral Account for one year
following the Vesting Date as of which he or she otherwise would have been paid
100% of his or her vested Deferral Account. If BankAtlantic elects to exercise
its rights under this Section 6(c), it shall issue a note to each affected
Participant and/or Beneficiary, under which it will promise to pay the remaining
50% of the vested Deferral Account no later than one year following the
applicable Vesting Date, with simple interest credited for the one year period
at prime rate plus 1% (with such interest rate to be determined as of the
Vesting Date).

7. General Provisions.

Limits on Transfer of Awards. Other than by will or the laws of descent and
distribution, no right, title or interest of any kind in the Plan shall be
transferable or assignable by a Participant or his or her Beneficiary or be
subject to alienation, anticipation, encumbrance, garnishment, attachment, levy,
execution or other legal or equitable process, nor subject to the debts,
contracts, liabilities or engagements, or torts of any Participant or his or her
Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish,
attach or take any other action subject to legal or equitable process or
encumber or dispose of any interest in the Plan shall be void.

Receipt and Release. Payment to any Participant or Beneficiary in accordance
with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims for the compensation or awards deferred and relating
to the Deferral Account to which the payment relates against the Company and
BankAtlantic or any subsidiary or affiliated entity thereof, the Committee, or
the Administrator, and the Administrator may require such Participant or
Beneficiary, as a condition to such payment, to execute a receipt and release to
such effect.

Unfunded Status of Awards. The Plan is intended to constitute an "unfunded" plan
for deferred compensation and Participants shall rely solely on the unsecured
promise of BankAtlantic for payment hereunder. With respect to any payment not
yet made to a Participant under the Plan, nothing contained in the Plan shall
give a Participant any rights that are greater than those of a general unsecured
creditor of BankAtlantic or the applicable affiliated entity.

Compliance. A Participant in the Plan shall have no right to receive payment
with respect to his or her Deferral Account until legal and contractual
obligations of BankAtlantic relating to establishment of the Plan and the making
of such payments shall have been complied with in full. In addition,
BankAtlantic shall impose such restrictions on any interest constituting a
security as it may deem advisable in order to comply with the Securities Act of
1933, as amended, the requirements of any applicable stock exchange or automated
quotation system, any state securities laws applicable to such interest, any
provision of BankAtlantic's Articles of Incorporation or Bylaws, or any other
law, regulation, or binding contract to which BankAtlantic is a party.

Other Participant Rights. No provision of the Plan or transaction hereunder
shall confer upon any Participant any right to be employed by the Company or a
subsidiary thereof, or to interfere in any way with the right of the Company or
a subsidiary to increase or decrease the amount of any compensation payable to
such Participant. Subject to the limitations set forth herein, the Plan shall
inure to the benefit of, and be binding upon, the parties hereto and their
successors and assigns.

Tax Withholding. BankAtlantic and any subsidiary or affiliated entity shall have
the right to deduct from amounts otherwise payable in settlement of a Deferral
Account any sums that federal, state, local or foreign tax law requires to be
withheld with respect to such payment.

Governing Law. The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with the
laws of the State of New Jersey, without giving effect to principles of
conflicts of laws, and applicable provisions of federal law.

Construction. The captions and numbers preceding the sections of the Plan are
included solely as a matter of convenience of reference and are not to be taken
as limiting or extending the meaning of any of the terms and provisions of the
Plan. Whenever appropriate, words used in the singular shall include the plural
or the plural may be read as the singular, and male references shall include
female and neuter, and vice versa.

Severability. In the event that any provision of the Plan shall be declared
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions of the Plan but shall be fully severable, and
the Plan shall be construed and enforced as if said illegal or invalid provision
had never been inserted herein.

Status. The establishment and maintenance of, or allocations and credits to, the
Deferral Account of any Participant shall not vest in any Participant any right,
title or interest in and to any specific assets or benefits.

8. Effective Date. The Plan shall be effective March 1, 2000.

EXHIBIT 11
Earnings Per Share

<TABLE>
<CAPTION>
Earnings Per Share EXHIBIT 11

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

For the Three Months ended For the Three Months ended
(In thousands, except share March 31, 2000 March 31, 1999
- --------------------------- ----------------------------------- ----------------------------------------
percentages) Class A Class B Total Class A Class B Total
------------ ---------- ---------- ------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Basic Numerator
Actual dividends declared ......... $ - $ - $ - $ 711 $ 259 $ 970
Basic allocation of undistributed
earnings from income before
extraordinary item .............. 2,853 828 3,681 5,510 1,691 7,201
---------- ---------- ------- ---------- ---------- ---------
Income before extraordinary item... 2,853 828 3,681 6,221 1,950 8,171
Income from extraordinary item .... 2,686 780 3,466 - - -
---------- ---------- ------- ---------- ---------- ---------
Net income ........................ $ 5,539 $ 1,608 $ 7,147 $ 6,221 $ 1,950 $ 8,171
========== ========== ======= ========== ========== =========
Basic Denominator

Weighted average shares outstanding 31,499,608 10,058,228 30,697,706 10,359,717
========== ========== ========== ==========
Allocation percentage ............. 77.50% 22.50% 76.52% 23.48%
========== ========== ========== ==========
Basic earnings per share .......... $ 0.18 $ 0.16 $ 0.20 $ 0.19
========== ========== ========== ==========
Diluted Numerator
Actual dividends declared ......... $ - $ - $ - $ 711 $ 259 $ 970
--------- ---------- ------- ---------- ---------- ---------
Basic allocation of undistributed
earnings from income before
extraordinary item .............. 2,853 828 3,681 5,510 1,691 7,201
Reallocation of basic undistributed
earnings due to change in
allocation percentage ............ 221 (221) - 460 (460) -
--------- --------- ------- ---------- --------- ---------
Diluted allocated undistributed
earnings from income before
extraordinary .................... 3,074 607 3,681 5,970 1,231 7,201
--------- --------- ------- ---------- --------- ---------
Interest expense on convertible debt 1,171 231 1,402 1,237 255 1,492
--------- --------- ------- ---------- --------- ---------
Dilutive income before extraordinary 4,245 838 5,083 7,918 1,745 9,663
Dilutive income from extraordinary.. 2,894 572 3,466 - - -
--------- --------- ------- ---------- --------- ---------
Net income ......................... $ 7,139 $ 1,410 $ 8,549 $ 7,918 $ 1,745 $ 9,663
========= ======== ======= ========== ========= =========

Diluted Denominator
Basic weighted average shares
outstanding ....................... 31,499,608 10,058,228 30,697,706 10,359,717
Convertible debentures ............. 17,081,483 - 17,873,324 -
Options ............................ 4,961 493,062 367,190 733,909
Diluted weighted average ---------- ---------- ---------- ----------
shares outstanding ............... 48,586,052 10,551,290 48,938,221 11,093,626
========== ========== ========== ==========
Allocation percentage .............. 83.51% 16.49% 82.91% 17.09%
========== ========== ========== ==========
Diluted earnings per share ......... $ 0.15 $ 0.13 $ 0.16 $ 0.16
========== ========== ========== ==========

</TABLE>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information
extracted from the Consolidated Statement of Financial
Condition at March 31, 2000 and the
Consolidated Statement of Operations for three months
ended March 31, 2000 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 921768
<NAME> BankAtlantic Bancorp, Inc.
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 93,989
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 9,318
<TRADING-ASSETS> 8,177
<INVESTMENTS-HELD-FOR-SALE> 847,407
<INVESTMENTS-CARRYING> 129,223
<INVESTMENTS-MARKET> 129,223
<LOANS> 2,745,911
<ALLOWANCE> 47,650
<TOTAL-ASSETS> 4,259,650
<DEPOSITS> 2,179,709
<SHORT-TERM> 332,588
<LIABILITIES-OTHER> 71,390
<LONG-TERM> 1,435,332
0
0
<COMMON> 414
<OTHER-SE> 240,217
<TOTAL-LIABILITIES-AND-EQUITY> 4,259,650
<INTEREST-LOAN> 59,124
<INTEREST-INVEST> 18,100
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 77,224
<INTEREST-DEPOSIT> 19,838
<INTEREST-EXPENSE> 47,172
<INTEREST-INCOME-NET> 30,052
<LOAN-LOSSES> 10,787
<SECURITIES-GAINS> 50
<EXPENSE-OTHER> 41,901
<INCOME-PRETAX> 6,113
<INCOME-PRE-EXTRAORDINARY> 6,113
<EXTRAORDINARY> 3,466
<CHANGES> 0
<NET-INCOME> 7,141
<EPS-BASIC> 0.18
<EPS-DILUTED> 0.15
<YIELD-ACTUAL> 7.71
<LOANS-NON> 32,744
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 44,560
<CHARGE-OFFS> 8,656
<RECOVERIES> 1,069
<ALLOWANCE-CLOSE> 47,650
<ALLOWANCE-DOMESTIC> 47,004
<ALLOWANCE-FOREIGN> 646
<ALLOWANCE-UNALLOCATED> 0

</TABLE>