##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 001-31931
 WOODBRIDGE HOLDINGS CORPORATION
  Florida
    
    11-3675068(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2100 W. Cypress Creek Road,Fort Lauderdale, FL
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-4950
 þ o
 o o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Class
    
    Outstanding at August 5, 2009Class A common stock, $0.01 par value
    
    16,637,132Class B common stock, $0.01 par value
    
    243,807




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##### 



PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Statements of Financial Condition as of June 30, 2009 and
December 31, 2008  Unaudited
    
    
    1Consolidated Statements of Operations for the three and six months ended
June 30, 2009 and 2008  Unaudited
    
    
    2Consolidated Statements of Comprehensive Income (Loss) for the three and
six months ended June 30, 2009 and 2008  Unaudited
    
    
    3Consolidated Statement of Changes in Equity for the six months ended
June 30, 2009  Unaudited
    
    
    4Consolidated Statements of Cash Flows for the six months ended June
30, 2009 and 2008  Unaudited
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    31Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    46Item 4.
    
    Controls and Procedures
    
    
    47PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    48Item 1A.
    
    Risk Factors
    
    
    48Item 6.
    
    Exhibits
    
    
    48SIGNATURES
    
    
    49EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 Woodbridge Holdings Corporation
Consolidated Statements of Financial Condition  Unaudited
(In thousands, except share data)
 June 30, 2009
    
    
    December 31, 2008AssetsCash and cash equivalents
    
    $
    58,158
    
    
    
    114,798Restricted cash
    
    
    7,845
    
    
    
    21,288Inventory of real estate
    
    
    243,564
    
    
    
    241,318Investments:Bluegreen Corporation
    
    
    28,580
    
    
    
    29,789Other equity securities
    
    
    6,545
    
    
    
    4,278Certificates of deposits, short-term
    
    
    49,920
    
    
    
    9,600Unconsolidated trusts
    
    
    418
    
    
    
    419Property and equipment, net
    
    
    105,979
    
    
    
    109,477Intangible assets
    
    
    5,073
    
    
    
    4,324Other assets
    
    
    24,183
    
    
    
    23,963Total assets
    
    $
    530,265
    
    
    
    559,254Liabilities and EquityAccounts payable, accrued liabilities and other
    
    $
    35,736
    
    
    
    36,885Notes and mortgage notes payable
    
    
    263,464
    
    
    
    264,900Junior subordinated debentures
    
    
    85,052
    
    
    
    85,052Loss in excess of investment in subsidiary
    
    
    
    
    
    
    52,887Total liabilities
    
    
    384,252
    
    
    
    439,724Equity:Preferred
stock, $0.01 par value
Authorized: 5,000,000 shares
Issued and outstanding: no shares
    
    
    
    
    
    
    Class A
common stock, $0.01 par value
Authorized: 30,000,000 shares
Issued: 16,637,132 and 19,042,149 shares, respectively
    
    
    166
    
    
    
    190Class B
common stock, $0.01 par value
Authorized: 2,000,000 shares
Issued and outstanding: 243,807 shares
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    339,650
    
    
    
    339,780Accumulated deficit (a)
    
    
    (201,356
    )
    
    
    (218,868
    )Accumulated other comprehensive income (loss) (a)
    
    
    3,882
    
    
    
    (135
    )142,344
    
    
    
    120,969Less  common stock in treasury, at cost (2,385,624 shares
at December 31, 2008)
    
    
    
    
    
    
    (1,439
    )Total Woodbridge shareholders equity
    
    
    142,344
    
    
    
    119,530Noncontrolling interest
    
    
    3,669
    
    
    
    Total equity
    
    
    146,013
    
    
    
    119,530Total liabilities and equity
    
    $
    530,265
    
    
    
    559,254
 
 (a)
    
    Accumulated deficit at January 1, 2009 was decreased by $2.1 million representing the pro rata
share of the after tax non-credit portion of other-than-temporary impairment losses recognized by
Bluegreen Corporation upon its adoption of FSP FAS 115-2. These other-than-temporary losses which
were previously recognized in earnings have been reclassified to accumulated other comprehensive
income (loss).  1




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##### Table of Contents



Woodbridge Holdings Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    
    
    
    
    20082009
    
    
    (As Adjusted)
    
    
    2009
    
    
    (As Adjusted)Revenues:Sales of real estate
    
    $
    1,767
    
    
    
    2,395
    
    
    
    3,194
    
    
    
    2,549Other revenues
    
    
    3,046
    
    
    
    2,744
    
    
    
    5,936
    
    
    
    5,708Total revenues
    
    
    4,813
    
    
    
    5,139
    
    
    
    9,130
    
    
    
    8,257Costs and expenses:Cost of sales of real estate
    
    
    1,301
    
    
    
    1,758
    
    
    
    1,994
    
    
    
    1,786Selling, general and administrative expenses
    
    
    10,349
    
    
    
    12,952
    
    
    
    21,103
    
    
    
    25,579Interest expense
    
    
    3,747
    
    
    
    2,532
    
    
    
    6,520
    
    
    
    5,556Total costs and expenses
    
    
    15,397
    
    
    
    17,242
    
    
    
    29,617
    
    
    
    32,921Earnings from Bluegreen Corporation
    
    
    10,714
    
    
    
    1,211
    
    
    
    17,050
    
    
    
    1,737Impairment of investment in Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    (20,401
    )
    
    
    Impairment of other investments
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    Gain on settlement of investment in subsidiary
    
    
    
    
    
    
    
    
    
    
    40,369
    
    
    
    Interest and other income
    
    
    277
    
    
    
    1,950
    
    
    
    843
    
    
    
    3,554Income (loss) before income taxes and
noncontrolling interest
    
    
    407
    
    
    
    (8,942
    )
    
    
    14,978
    
    
    
    (19,373
    )(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    407
    
    
    
    (8,942
    )
    
    
    14,978
    
    
    
    (19,373
    )Add: Net loss attributable to noncontrolling interest
    
    
    270
    
    
    
    
    
    
    
    474
    
    
    
    Net income (loss) attributable to Woodbridge
    
    $
    677
    
    
    
    (8,942
    )
    
    
    15,452
    
    
    
    (19,373
    )Income (loss) per common share attributable
to Woodbridge common shareholders:Basic
    
    $
    0.04
    
    
    
    (0.46
    )
    
    
    0.91
    
    
    
    (1.01
    )Diluted
    
    $
    0.04
    
    
    
    (0.46
    )
    
    
    0.91
    
    
    
    (1.01
    )Weighted average common shares outstanding:Basic
    
    
    16,893
    
    
    
    19,255
    
    
    
    16,890
    
    
    
    19,255Diluted
    
    
    16,893
    
    
    
    19,255
    
    
    
    16,890
    
    
    
    19,255
  2




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##### Table of Contents



Woodbridge Holdings Corporation
Consolidated Statements of Comprehensive Income (Loss)  Unaudited
(In thousands)
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    407
    
    
    
    (8,942
    )
    
    
    14,978
    
    
    
    (19,373
    )Other comprehensive income (loss):Pro-rata share of unrealized gain (loss)
recognized by Bluegreen Corporation on
retained interests in notes receivable sold
    
    
    132
    
    
    
    (458
    )
    
    
    605
    
    
    
    (885
    )Pro-rata share of cumulative impact of
accounting changes recognized by Bluegreen
Corporation on retained interests in notes
receivable sold (FAS 115-2)
    
    
    (1,251
    )
    
    
    
    
    
    
    (1,251
    )
    
    
    Unrealized gain (loss) on other equity securities,
net of reclassification adjustments (See Note 8)
    
    
    4,663
    
    
    
    273
    
    
    
    4,663
    
    
    
    (553
    )Total unrealized gain (loss)
    
    
    3,544
    
    
    
    (185
    )
    
    
    4,017
    
    
    
    (1,438
    )Other comprehensive income (loss)
    
    
    3,951
    
    
    
    (9,127
    )
    
    
    18,995
    
    
    
    (20,811
    )Add: Comprehensive loss attributable to
noncontrolling interest
    
    
    270
    
    
    
    
    
    
    
    474
    
    
    
    Total comprehensive income (loss) attributable to Woodbridge
    
    $
    4,221
    
    
    
    (9,127
    )
    
    
    19,469
    
    
    
    (20,811
    )
  June 30,
    
    
    December 31,2009
    
    
    2008Unrealized holding gains on available-for-sale securities
    
    $
    4,663
    
    
    
    Cumulative impact of accounting changes recognized
by Bluegreen Corporation on retained interests in
notes receivable sold (FAS 115-2)
    
    
    (1,251
    )
    
    
    Unrealized holding gain (loss) recognized by Bluegreen
Corporation on retained interests in notes receivable sold
    
    
    470
    
    
    
    (135
    )Accumulated other comprehensive income (loss)
    
    $
    3,882
    
    
    
    (135
    )
  3




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##### Table of Contents



Woodbridge Holdings Corporation
Consolidated Statement of Changes in Equity  Unaudited
Six months ended June 30, 2009
(In thousands)
 AccumulatedShares of Common
    
    Class A
    
    Class B
    
    Additional
    
    
    
    
    
    Compre-
    
    Common Stock
    
    Noncon-Stock Outstanding
    
    Common
    
    Common
    
    Paid-In
    
    Retained
    
    hensive
    
    In Treasury
    
    trollingClass A
    
    Class B
    
    Stock
    
    Stock
    
    Capital
    
    Deficit
    
    (loss) income
    
    Shares
    
    Amount
    
    Interest
    
    TotalBalance at December 31, 2008
    
    
    19,042
    
    
    
    244
    
    
    $
    190
    
    
    $
    2
    
    
    $
    339,780
    
    
    $
    (218,868
    )
    
    $
    (135
    )
    
    
    2,386
    
    
    $
    (1,439
    )
    
    $
    
    
    
    $
    119,530Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,143
    
    
    
    4,143Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    (13
    )
    
    
    
    
    
    
    (13
    )Retirement of treasury shares
    
    
    (2,399
    )
    
    
    
    
    
    
    (24
    )
    
    
    
    
    
    
    (1,428
    )
    
    
    
    
    
    
    
    
    
    
    (2,405
    )
    
    
    1,452
    
    
    
    
    
    
    
    Share based compensation related to
stock options and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    570Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,452
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (474
    )
    
    
    14,978Pro-rata share of unrealized gain
recognized by Bluegreen on
retained interests in notes receivable sold
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    605
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    605Pro-rata share of the cumulative impact of
accounting changes recognized by
Bluegreen Corporation on retained
interests in notes receivable sold
(FAS 115-2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,060
    
    
    
    (1,251
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    809Unrealized gain on other equity securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,663
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,663Issuance of Bluegreen common
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    728
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    728Balance at June 30, 2009
    
    
    16,643
    
    
    
    244
    
    
    $
    166
    
    
    $
    2
    
    
    $
    339,650
    
    
    $
    (201,356
    )
    
    $
    3,882
    
    
    
    
    
    
    $
    
    
    
    $
    3,669
    
    
    $
    146,013
  4




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##### Table of Contents



Woodbridge Holdings Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 Six Months EndedJune 30,2009
    
    
    2008Net cash used in operating activities
    
    $
    (18,358
    )
    
    
    (39,768
    )Investing activities:Purchases of other equity securities
    
    
    
    
    
    
    (33,978
    )Proceeds from sale of other equity securities
    
    
    
    
    
    
    18,904Decrease in restricted cash
    
    
    13,443
    
    
    
    1,478Cash paid in settlement of subsidiary bankruptcy
    
    
    (12,430
    )
    
    
    Distributions from unconsolidated trusts
    
    
    110
    
    
    
    110Adjustment to acquisition of Pizza Fusion
    
    
    3,000
    
    
    
    Proceeds from the maturities of certificates of deposits, short-term
    
    
    9,600
    
    
    
    Purchase of certificates of deposits, short-term
    
    
    (49,920
    )
    
    
    Capital expenditures
    
    
    (352
    )
    
    
    (1,123
    )Net cash used in investing activities
    
    
    (36,549
    )
    
    
    (14,609
    )Financing activities:Proceeds from notes and mortgage notes payable
    
    
    132
    
    
    
    7,283Repayment of notes and mortgage notes payable
    
    
    (1,558
    )
    
    
    (22,656
    )Payments for debt issuance costs
    
    
    (294
    )
    
    
    (124
    )Purchase of treasury shares
    
    
    (13
    )
    
    
    Net cash used in financing activities
    
    
    (1,733
    )
    
    
    (15,497
    )Decrease in cash and cash equivalents
    
    
    (56,640
    )
    
    
    (69,874
    )Cash and cash equivalents at the beginning of period
    
    
    114,798
    
    
    
    195,181Cash and cash equivalents at the end of period
    
    $
    58,158
    
    
    
    125,307Supplemental cash flow information:Interest paid on borrowings, net of amounts capitalized
    
    $
    5,299
    
    
    
    5,793Supplemental disclosure of non-cash operating,
investing and financing activities:Change in equity resulting from unrealized gain
(loss) recognized from equity
securities, net of tax
    
    $
    5,268
    
    
    
    (1,438
    )Change in equity resulting from the issuance of
Bluegreen common stock, net of tax
    
    $
    728
    
    
    
    497Change in equity resulting from retirement of treasury shares
    
    $
    1,439
    
    
    
    Change in equity resulting from the cumulative impact of accounting
changes recognized by Bluegreen Corporation on retained interests sold
(FAS 115-2)
    
    $
    809
    
    
    
    
  5




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Woodbridge Holdings Corporation
Notes to Unaudited Consolidated Financial Statements
 1. Presentation of Interim Financial Statements
    Consolidated Financial Statements
   6




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##### Table of Contents



Recently Adopted Accounting Standards
 Subsequent Events
 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have
Significantly Decreased and Identifying Transactions That Are Not Orderly Recognition and Presentation of Other-Than-Temporary Impairments Interim Disclosures about
Fair Value of Financial Instruments Fair Value Measurements
 Business Combinations
 Non-controlling Interests in Consolidated
Financial Statements-an Amendment of ARB No. 51
 7




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##### Table of Contents



Revisions and Reclassifications
 Accounting for the
Impairment or Disposal of Long-Lived Assets
  2. Liquidity   Core Communities
    8




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##### Table of Contents



3. Business Combination
   Consolidation of Variable Interest Entities Business Combinations.
   4. Stock Based Compensation
 Share-Based Payment
 9




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Number of
    
    
    WeightedStock
    
    
    Average ExerciseOptions
    
    
    PriceOptions outstanding at December 31, 2008
    
    
    318,471
    
    
    $
    78.89Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    3,900
    
    
    $
    72.36Options outstanding at June 30, 2009
    
    
    314,571
    
    
    $
    78.97Options exercisable at June 30, 2009
    
    
    141,682
    
    
    $
    70.93
      10




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##### Table of Contents



5. Inventory of Real Estate
  June 30,
    
    
    December 31,2009
    
    
    2008Land and land development costs
    
    $
    202,518
    
    
    
    202,456Construction costs
    
    
    442
    
    
    
    463Capitalized interest
    
    
    39,969
    
    
    
    37,764Other costs
    
    
    635
    
    
    
    635$
    243,564
    
    
    
    241,318
  Accounting for the Impairment or Disposal of Long-Lived Assets
 6. Property and Equipment
  June 30,
    
    
    December 31,Depreciable Life
    
    
    2009
    
    
    2008Real estate investments
    
    30-39 years
    
    $
    96,888
    
    
    
    97,113Water and irrigation facilities
    
    35-50 years
    
    
    12,490
    
    
    
    12,346Furniture and fixtures and equipment
    
    3-7 years
    
    
    12,332
    
    
    
    12,259121,710
    
    
    
    121,718Accumulated depreciation
    
    
    
    
    
    
    (15,731
    )
    
    
    (12,241
    )Property and equipment, net
    
    
    
    
    
    $
    105,979
    
    
    
    109,477
 11




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##### Table of Contents



7. Interest
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest incurred
    
    $
    4,398
    
    
    
    5,594
    
    
    
    8,805
    
    
    
    11,806Interest capitalized
    
    
    (651
    )
    
    
    (3,062
    )
    
    
    (2,285
    )
    
    
    (6,250
    )Interest expense
    
    $
    3,747
    
    
    
    2,532
    
    
    
    6,520
    
    
    
    5,556Interest expensed in
cost of sales
    
    $
    80
    
    
    
    44
    
    
    
    80
    
    
    
    44
 8. Investments
 Bluegreen Corporation
  12




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##### Table of Contents



The Meaning of
Other-than-Temporary Impairment and Its Application to Certain Investments The Equity Method of Accounting for
Investments in Common Stock,
 s
  Three Months Ended
    
    Six Months EndedJune 30, 2009
    
    June 30, 2009Pro rata share of Bluegreens net income
    
    $
    2,076
    
    
    
    3,158Amortization of basis difference
    
    
    8,638
    
    
    
    13,892Total earnings from Bluegreen Corporation
    
    $
    10,714
    
    
    
    17,050
  June 30,
    
    
    December 31,2009
    
    
    2008Pro rata share of investment in Bluegreen Corporation
    
    $
    35,089
    
    
    
    115,065Amortization of basis difference
    
    
    13,892
    
    
    
    9,150Less: Impairment of investment in Bluegreen
Corporation during the three months ended
March 31, 2009
    
    
    (20,401
    )
    
    
    (94,426
    )Investment in Bluegreen Corporation
    
    $
    28,580
    
    
    
    29,789
 13




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##### Table of Contents



Unaudited Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2009
    
    
    2008Total assets
    
    $
    1,196,265
    
    
    
    1,193,507Total liabilities
    
    $
    764,147
    
    
    
    781,522Total Bluegreen shareholders equity
    
    
    399,864
    
    
    
    382,467Noncontrolling interest
    
    
    32,254
    
    
    
    29,518Total equity
    
    
    432,118
    
    
    
    411,985Total liabilities and shareholders equity
    
    $
    1,196,265
    
    
    
    1,193,507
 Unaudited Condensed Consolidated Statements of Income
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues and other income
    
    $
    92,031
    
    
    
    151,603
    
    
    
    170,520
    
    
    
    290,955Cost and other expenses
    
    
    86,321
    
    
    
    144,726
    
    
    
    157,775
    
    
    
    280,989Income before noncontrolling interests
and provision for income taxes
    
    
    5,710
    
    
    
    6,877
    
    
    
    12,745
    
    
    
    9,966Benefit (provision) for income taxes
    
    
    2,654
    
    
    
    (2,112
    )
    
    
    358
    
    
    
    (2,967
    )Net income
    
    
    8,364
    
    
    
    4,765
    
    
    
    13,103
    
    
    
    6,999Net income attributable to
noncontrolling
interests
    
    
    (1,550
    )
    
    
    (1,320
    )
    
    
    (2,736
    )
    
    
    (2,158
    )Net income attributable to Bluegreen
    
    $
    6,814
    
    
    
    3,445
    
    
    
    10,367
    
    
    
    4,841
 Office Depot Investment
   14




---



##### Table of Contents



June 30,2009Fair value at December 31, 2008
    
    $
    4,278Other-than-temporary impairment during
the three months ended March 31, 2009
    
    
    (2,396
    )Unrealized holding gain
    
    
    4,663Fair value at June 30, 2009
    
    $
    6,545
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Unrealized holding gains arising during
the period
    
    $
    4,663
    
    
    
    1,451
    
    
    
    2,267
    
    
    
    625Less: Reclassification adjustment for gains
included in net income (loss)
    
    
    
    
    
    
    (1,178
    )
    
    
    
    
    
    
    (1,178
    )Add: Reclassification adjustment for other-
than-temporary losses included in net
income (loss)
    
    
    
    
    
    
    
    
    
    
    2,396
    
    
    
    Net unrealized gain (loss) on securities
    
    $
    4,663
    
    
    
    273
    
    
    
    4,663
    
    
    
    (553
    )
 9. Debt
   June 30,
    
    
    December 31,2009
    
    
    2008
    
    
    Maturity Date5.50% Commercial development mortgage note payable (a)
    
    $
    58,262
    
    
    
    58,262
    
    
    June 20122.06% Commercial development mortgage note payable
    
    
    4,696
    
    
    
    4,724
    
    
    June 20102.41% Commercial development mortgage note payable
    
    
    9,041
    
    
    
    8,919
    
    
    July 20105.00% Land development mortgage note payable
    
    
    25,000
    
    
    
    25,000
    
    
    February 20123.72% Land acquisition mortgage note payable
    
    
    22,824
    
    
    
    23,184
    
    
    October 20196.88% Land acquisition mortgage note payable
    
    
    4,808
    
    
    
    4,928
    
    
    October 20193.06% Land acquisition mortgage note payable (b)
    
    
    86,392
    
    
    
    86,922
    
    
    June 20113.25% Borrowing base facility
    
    
    37,174
    
    
    
    37,458
    
    
    March 20115.47% Other mortgage note payable
    
    
    11,712
    
    
    
    11,831
    
    
    April 20156.00%  6.13% Development bonds
    
    
    3,281
    
    
    
    3,291
    
    
    May 20356.50%  9.15% Other borrowings
    
    
    274
    
    
    
    381
    
    
    August 2009 - June 2013Total
    
    $
    263,464
    
    
    
    264,900
 15




---



##### Table of Contents



(a)
    
    Core has a credit agreement with a financial institution which provides for borrowings of up to
$64.3 million. The credit agreement had an original maturity date of June 26, 2009 and a variable
interest rate of 30-day LIBOR plus 170 basis points or Prime Rate. During June 2009, the loan
agreement was modified to extend the maturity date to June 2012. The loan, as modified, bears
interest at a fixed interest rate of 5.5%. The terms of the modification also required Core to
pledge approximately 10 acres of additional collateral. The new terms of the loan also include a
debt service coverage ratio covenant of 1.10:1 and the elimination of
a loan to value covenant. As of June 30, 2009, the loan had an outstanding
balance of $58.3 million.(b)
    
    In January of 2009, Core was advised by one of its lenders that the lender had received an
external appraisal on the land that serves as collateral for a development mortgage note payable,
which had an outstanding balance of $86.4 million at June 30, 2009. The appraised value would
suggest the potential for a re-margining payment to bring the note payable back in line with the
minimum loan-to-value requirement. The lender is conducting its internal review procedures,
including the determination of the appraised value. As of the date of this filing, Core is in
discussions with the lender to restructure the loan which may eliminate any re-margining
requirements; however, there is no assurance that these discussions will be successful or that
re-margining payments will not otherwise be required in the future.   BeginningOptionalJune 30,
    
    December 31,
    
    Maturity
    
    Redemption2009
    
    2008
    
    Date
    
    Date8.11% Levitt Capital Trust I
    
    $
    23,196
    
    
    
    23,196
    
    
    March 2035
    
    March 20108.09% Levitt Capital Trust II
    
    
    30,928
    
    
    
    30,928
    
    
    July 2035
    
    July 20109.25% Levitt Capital Trust III
    
    
    15,464
    
    
    
    15,464
    
    
    June 2036
    
    June 20119.35% Levitt Capital Trust IV
    
    
    15,464
    
    
    
    15,464
    
    
    September 2036
    
    September 2011Total
    
    $
    85,052
    
    
    
    85,052
 10. Fair Value Measurements
   16




---



##### Table of Contents




    
    Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;
    
    Level 2. Inputs, other than the quoted prices in active markets, that
are observable either directly or indirectly; and
    
    Level 3. Unobservable inputs in which there is little or no market
data, which require the reporting entity to develop its own
assumptions.Investments Measured at Fair Value on a Recurring Basis (in thousands):
 Fair Value
    
    Fair Value atHierarchy
    
    June 30, 2009Investment in other equity securities
    
    Level 1
    
    $
    6,545
 Investments Measured at Fair Value on a Non-Recurring Basis (in thousands):
 Fair Value
    
    
    Fair Value atHierarchy
    
    
    June 30, 2009Investment in Bluegreen Corporation
    
    Level 1
    
    $
    23,984Investment in unconsolidated trusts
    
    Level 3
    
    
    1,051$
    25,035
 17




---



##### Table of Contents



Investment inUnconsolidatedTrustsBalance at December 31, 2008
    
    $
    419Total unrealized gains
    
    
    632Balance at June 30, 2009
    
    $
    1,051
 11. Commitments and Contingencies
    Severance Relatedand Benefits
    
    Facilities
    
    IndependentContractorAgreements
    
    SuretyBondAccrual
    
    TotalBalance at December 31, 2008
    
    $
    129
    
    
    
    704
    
    
    
    597
    
    
    
    1,144
    
    
    
    2,574Restructuring charges
    
    
    82
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    121Cash payments
    
    
    (211
    )
    
    
    (186
    )
    
    
    (388
    )
    
    
    (37
    )
    
    
    (822
    )Balance at June 30, 2009
    
    $
    
    
    
    
    518
    
    
    
    248
    
    
    
    1,107
    
    
    
    1,873
   18




---



##### Table of Contents



Accounting for Costs Associated with Exit or Disposal Activities
   Accounting for Uncertainty in Income Taxes  an interpretation of FASB No.
109
 12. Development Bonds Payable
   19




---



##### Table of Contents



Accounting for Contingencies,
 Accounting for Special Assessments and Tax Increment
Financing,
 13. Earnings (Loss) per Share and Stock Repurchases
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Basic earnings (loss) per common share:Net earnings (loss) attributable to Woodbridge  basic
    
    $
    677
    
    
    
    (8,942
    )
    
    
    15,452
    
    
    
    (19,373
    )Diluted earnings (loss) per common share:Net earnings (loss) attributable to Woodbridge  basic
    
    $
    677
    
    
    
    (8,942
    )
    
    
    15,452
    
    
    
    (19,373
    )Pro rata share of the net effect of Bluegreen dilutive
securities
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (7
    )Net earnings (loss) attributable to Woodbridge  diluted
    
    $
    677
    
    
    
    (8,947
    )
    
    
    15,452
    
    
    
    (19,380
    )Denominator:Basic average shares outstanding
    
    
    16,893
    
    
    
    19,255
    
    
    
    16,890
    
    
    
    19,255Effect of dilutive stock options and unvested
restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted average shares outstanding
    
    
    16,893
    
    
    
    19,255
    
    
    
    16,890
    
    
    
    19,255Earnings (loss) per common share attributable
to Woodbridge common shareholders:Basic
    
    $
    0.04
    
    
    
    (0.46
    )
    
    
    0.91
    
    
    
    (1.01
    )Diluted
    
    $
    0.04
    
    
    
    (0.46
    )
    
    
    0.91
    
    
    
    (1.01
    )
 20




---



##### Table of Contents



Stock Repurchases
  14. Other Revenues
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Lease/rental income
    
    $
    2,413
    
    
    
    2,219
    
    
    
    4,693
    
    
    
    4,719Marketing fees
    
    
    36
    
    
    
    246
    
    
    
    84
    
    
    
    339Impact fees
    
    
    126
    
    
    
    32
    
    
    
    137
    
    
    
    178Franchise revenue
    
    
    202
    
    
    
    
    
    
    
    501
    
    
    
    Irrigation revenue
    
    
    269
    
    
    
    247
    
    
    
    521
    
    
    
    472Total other revenues
    
    $
    3,046
    
    
    
    2,744
    
    
    
    5,936
    
    
    
    5,708
 15. Income Taxes
   21




---



##### Table of Contents



16. Interest and Other Income
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income
    
    $
    166
    
    
    
    625
    
    
    
    432
    
    
    
    2,101Gain on sale of other equity
securities
    
    
    
    
    
    
    1,178
    
    
    
    
    
    
    
    1,178Forfeited deposits
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    Other income
    
    
    111
    
    
    
    147
    
    
    
    223
    
    
    
    275Total interest and other income
    
    $
    277
    
    
    
    1,950
    
    
    
    843
    
    
    
    3,554
 17. Segment Reporting
   22




---



##### Table of Contents



Three Months Ended
    
    
    
    
    
    OtherJune 30, 2009
    
    Land
    
    Operations
    
    Eliminations
    
    TotalRevenues:Sales of real estate
    
    $
    1,408
    
    
    
    320
    
    
    
    39
    
    
    
    1,767Other revenues
    
    
    2,533
    
    
    
    521
    
    
    
    (8
    )
    
    
    3,046Total revenues
    
    
    3,941
    
    
    
    841
    
    
    
    31
    
    
    
    4,813Costs and expenses:Cost of sales of real estate
    
    
    1,113
    
    
    
    173
    
    
    
    15
    
    
    
    1,301Selling, general and administrative expenses
    
    
    5,162
    
    
    
    5,209
    
    
    
    (22
    )
    
    
    10,349Interest expense
    
    
    1,301
    
    
    
    2,446
    
    
    
    
    
    
    
    3,747Total costs and expenses
    
    
    7,576
    
    
    
    7,828
    
    
    
    (7
    )
    
    
    15,397Earnings from Bluegreen Corporation
    
    
    
    
    
    
    10,714
    
    
    
    
    
    
    
    10,714Interest and other income
    
    
    130
    
    
    
    170
    
    
    
    (23
    )
    
    
    277(Loss) income before income
taxes and noncontrolling interest
    
    
    (3,505
    )
    
    
    3,897
    
    
    
    15
    
    
    
    407(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    
    (3,505
    )
    
    
    3,897
    
    
    
    15
    
    
    
    407Add: Net loss attributable to
noncontrolling interest
    
    
    
    
    
    
    270
    
    
    
    
    
    
    
    270Net (loss) income attributable
to Woodbridge
    
    $
    (3,505
    )
    
    
    4,167
    
    
    
    15
    
    
    
    677Inventory of real estate
    
    $
    209,149
    
    
    
    35,565
    
    
    
    (1,150
    )
    
    
    243,564Total assets
    
    $
    329,889
    
    
    
    201,526
    
    
    
    (1,150
    )
    
    
    530,265Total debt
    
    $
    214,389
    
    
    
    134,127
    
    
    
    
    
    
    
    348,516Total liabilities
    
    $
    246,754
    
    
    
    145,523
    
    
    
    (8,025
    )
    
    
    384,252Total equity
    
    $
    83,135
    
    
    
    56,003
    
    
    
    6,875
    
    
    
    146,013
 23




---



##### Table of Contents



Three Months Ended
    
    
    
    
    
    OtherJune 30, 2008
    
    Land
    
    Operations
    
    Eliminations
    
    TotalRevenues:Sales of real estate
    
    $
    1,711
    
    
    
    635
    
    
    
    49
    
    
    
    2,395Other revenues
    
    
    2,493
    
    
    
    251
    
    
    
    
    
    
    
    2,744Total revenues
    
    
    4,204
    
    
    
    886
    
    
    
    49
    
    
    
    5,139Costs and expenses:Cost of sales of real estate
    
    
    1,145
    
    
    
    587
    
    
    
    26
    
    
    
    1,758Selling, general and administrative expenses
    
    
    5,320
    
    
    
    7,651
    
    
    
    (19
    )
    
    
    12,952Interest expense
    
    
    871
    
    
    
    2,104
    
    
    
    (443
    )
    
    
    2,532Total costs and expenses
    
    
    7,336
    
    
    
    10,342
    
    
    
    (436
    )
    
    
    17,242Earnings from Bluegreen Corporation
    
    
    
    
    
    
    1,211
    
    
    
    
    
    
    
    1,211Interest and other income
    
    
    661
    
    
    
    1,732
    
    
    
    (443
    )
    
    
    1,950(Loss) income before income taxes
    
    
    (2,471
    )
    
    
    (6,513
    )
    
    
    42
    
    
    
    (8,942
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (2,471
    )
    
    
    (6,513
    )
    
    
    42
    
    
    
    (8,942
    )Inventory of real estate
    
    $
    200,976
    
    
    
    48,620
    
    
    
    (7,411
    )
    
    
    242,185Total assets
    
    $
    362,709
    
    
    
    316,389
    
    
    
    (5,387
    )
    
    
    673,711Total debt
    
    $
    202,165
    
    
    
    136,400
    
    
    
    
    
    
    
    338,565Total liabilities
    
    $
    239,666
    
    
    
    181,958
    
    
    
    11,227
    
    
    
    432,851Total shareholders equity
    
    $
    123,043
    
    
    
    134,431
    
    
    
    (16,614
    )
    
    
    240,860
 24




---



##### Table of Contents



Six Months Ended
    
    
    
    
    
    OtherJune 30, 2009
    
    Land
    
    Operations
    
    Eliminations
    
    TotalRevenues:Sales of real estate
    
    $
    2,835
    
    
    
    320
    
    
    
    39
    
    
    
    3,194Other revenues
    
    
    4,810
    
    
    
    1,143
    
    
    
    (17
    )
    
    
    5,936Total revenues
    
    
    7,645
    
    
    
    1,463
    
    
    
    22
    
    
    
    9,130Costs and expenses:Cost of sales of real estate
    
    
    1,806
    
    
    
    173
    
    
    
    15
    
    
    
    1,994Selling, general and administrative expenses
    
    
    11,409
    
    
    
    9,716
    
    
    
    (22
    )
    
    
    21,103Interest expense
    
    
    2,671
    
    
    
    3,849
    
    
    
    
    
    
    
    6,520Total costs and expenses
    
    
    15,886
    
    
    
    13,738
    
    
    
    (7
    )
    
    
    29,617Earnings from Bluegreen Corporation
    
    
    
    
    
    
    17,050
    
    
    
    
    
    
    
    17,050Impairment of investment in
Bluegreen Corporation
    
    
    
    
    
    
    (20,401
    )
    
    
    
    
    
    
    (20,401
    )Impairment of other investments
    
    
    
    
    
    
    (2,396
    )
    
    
    
    
    
    
    (2,396
    )Gain on settlement of investment
in subsidiary
    
    
    
    
    
    
    26,985
    
    
    
    13,384
    
    
    
    40,369Interest and other income
    
    
    404
    
    
    
    462
    
    
    
    (23
    )
    
    
    843(Loss) income before income
taxes and noncontrolling interest
    
    
    (7,837
    )
    
    
    9,425
    
    
    
    13,390
    
    
    
    14,978(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    
    (7,837
    )
    
    
    9,425
    
    
    
    13,390
    
    
    
    14,978Add: Net loss attributable to
noncontrolling interest
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    474Net (loss) income attributable
to Woodbridge
    
    $
    (7,837
    )
    
    
    9,899
    
    
    
    13,390
    
    
    
    15,452Inventory of real estate
    
    $
    209,149
    
    
    
    35,565
    
    
    
    (1,150
    )
    
    
    243,564Total assets
    
    $
    329,889
    
    
    
    201,526
    
    
    
    (1,150
    )
    
    
    530,265Total debt
    
    $
    214,389
    
    
    
    134,127
    
    
    
    
    
    
    
    348,516Total liabilities
    
    $
    246,754
    
    
    
    145,523
    
    
    
    (8,025
    )
    
    
    384,252Total equity
    
    $
    83,135
    
    
    
    56,003
    
    
    
    6,875
    
    
    
    146,013
 25




---



##### Table of Contents



Six Months Ended
    
    
    
    
    
    OtherJune 30, 2008
    
    Land
    
    Operations
    
    Eliminations
    
    TotalRevenues:Sales of real estate
    
    $
    1,865
    
    
    
    635
    
    
    
    49
    
    
    
    2,549Other revenues
    
    
    5,198
    
    
    
    510
    
    
    
    
    
    
    
    5,708Total revenues
    
    
    7,063
    
    
    
    1,145
    
    
    
    49
    
    
    
    8,257Costs and expenses:Cost of sales of real estate
    
    
    1,173
    
    
    
    587
    
    
    
    26
    
    
    
    1,786Selling, general and administrative expenses
    
    
    10,851
    
    
    
    14,747
    
    
    
    (19
    )
    
    
    25,579Interest expense
    
    
    1,864
    
    
    
    4,777
    
    
    
    (1,085
    )
    
    
    5,556Total costs and expenses
    
    
    13,888
    
    
    
    20,111
    
    
    
    (1,078
    )
    
    
    32,921Earnings from Bluegreen Corporation
    
    
    
    
    
    
    1,737
    
    
    
    
    
    
    
    1,737Interest and other income
    
    
    1,565
    
    
    
    3,074
    
    
    
    (1,085
    )
    
    
    3,554(Loss) income before income taxes
    
    
    (5,260
    )
    
    
    (14,155
    )
    
    
    42
    
    
    
    (19,373
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (5,260
    )
    
    
    (14,155
    )
    
    
    42
    
    
    
    (19,373
    )Inventory of real estate
    
    $
    200,976
    
    
    
    48,620
    
    
    
    (7,411
    )
    
    
    242,185Total assets
    
    $
    362,709
    
    
    
    316,389
    
    
    
    (5,387
    )
    
    
    673,711Total debt
    
    $
    202,165
    
    
    
    136,400
    
    
    
    
    
    
    
    338,565Total liabilities
    
    $
    239,666
    
    
    
    181,958
    
    
    
    11,227
    
    
    
    432,851Total shareholders equity
    
    $
    123,043
    
    
    
    134,431
    
    
    
    (16,614
    )
    
    
    240,860
  18. Parent Company Financial Statements
     26




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##### Table of Contents



Unaudited Condensed Statements of Financial Condition
 June 30,
    
    
    December 31,2009
    
    
    2008Total assets
    
    $
    240,588
    
    
    
    253,017Total liabilities
    
    $
    94,575
    
    
    
    133,487Total equity
    
    
    146,013
    
    
    
    119,530Total liabilities and equity
    
    $
    240,588
    
    
    
    253,017
 Unaudited Condensed Statements of Operations
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Earnings from Bluegreen Corporation
    
    $
    10,714
    
    
    
    1,211
    
    
    
    17,050
    
    
    
    1,737Impairment of investment in
Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    20,401
    
    
    
    Other revenues
    
    
    167
    
    
    
    544
    
    
    
    422
    
    
    
    1,883Gain on settlement of investment
in subsidiary
    
    
    
    
    
    
    
    
    
    
    26,985
    
    
    
    Costs and expenses
    
    
    5,331
    
    
    
    7,318
    
    
    
    8,911
    
    
    
    14,724Income (loss) before income taxes
    
    
    5,550
    
    
    
    (5,563
    )
    
    
    15,145
    
    
    
    (11,104
    )(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) before
undistributed
(loss) earnings from consolidated
subsidiaries
    
    
    5,550
    
    
    
    (5,563
    )
    
    
    15,145
    
    
    
    (11,104
    )(Loss) earnings from consolidated
subsidiaries, net of income taxes
    
    
    (4,873
    )
    
    
    (3,379
    )
    
    
    307
    
    
    
    (8,269
    )Net income (loss)
    
    $
    677
    
    
    
    (8,942
    )
    
    
    15,452
    
    
    
    (19,373
    )
 19. Certain Relationships and Related Party Transactions
    27




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##### Table of Contents



20. New Accounting Pronouncements
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principlesa replacement of FASB Statement No. 162 The Hierarchy of Generally Accepted
Accounting Principles,
 Amendments to FASB Interpretation No. 46(R) Consolidation of Variable Interest Entitiesan interpretation of ARB No. 51,
 28




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##### Table of Contents



Accounting for Transfers of Financial Assetsan
amendment of FASB Statement No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilitiesa replacement of FASB Statement No. 125,
 21. Litigation
 Class Action Litigation
  Surety Bond Claim
  General Litigation
  22. Bankruptcy of Levitt and Sons
  29




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23. Subsequent Events
 Merger Agreement with BFC
   Additional Pizza Fusion Investment
  30




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
    
    the impact of economic, competitive and other factors affecting the Company and its
operations;
    
    the market for real estate in the areas where the Company has developments, including
the impact of market conditions on the Companys margins and the fair value of its real
estate inventory;
    
    the risk that the value of the property held by Core Communities and Carolina Oak may
decline, including as a result of the current downturn in the residential and commercial
real estate and homebuilding industries, and the potential for related write-downs or
impairment charges;
    
    the impact of the factors negatively impacting the homebuilding and residential real
estate industries on the market and values of commercial property;
    
    the risk that the downturn in the credit markets may adversely affect Cores commercial
leasing projects, including the ability of current and potential tenants to secure
financing which may, in turn, negatively impact long-term rental and occupancy;
    
    the risks relating to Cores dependence on certain key tenants in its commercial leasing
projects, including the risk that current adverse conditions in the economy in general
and/or adverse developments in the businesses of these tenants could have a negative impact
on Cores financial condition;
    
    the risk that the development of parcels and master-planned communities will not be
completed as anticipated or that Core will be obligated to make
additional payments under its oustanding development bonds;
    
    the effects of increases in interest rates on us and the availability and cost of credit
to buyers of our inventory;
    
    the impact of the problems in financial and credit markets on the ability of buyers of
our inventory to obtain financing on acceptable terms, if at all, and the risk that we will
be unable to obtain financing or renew existing credit facilities on acceptable terms, if
at all;
    
    the risks relating to Cores liquidity, cash position and ability to satisfy required
payments under its debt facilities, including the risk that Woodbridge may not provide
funding to Core;
    
    the risk that Core may be required to make accelerated principal payments on its debt
obligations due to re-margining or curtailment payment requirements, which may negatively
impact our financial condition and results of operations;
    
    risks associated with the securities owned by the Company, including the risk that the
Company may record further impairment charges with respect to such securities in the event
trading prices decline in
 31




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##### Table of Contents



the future;
 
    
    the risks associated with the businesses in which the Company holds investments;
    
    risks associated with the Companys business strategy, including the Companys ability
to successfully make investments notwithstanding adverse conditions in the economy and the credit markets;
    
    the Companys success in pursuing alternatives that could enhance liquidity for
Bluegreen or be profitable for the Company;
    
    the impact on the price and liquidity of the Companys Class A Common Stock and on the
Companys ability to obtain additional capital in the event the Company chooses to
de-register its securities;
    
    the risks relating to our pursuit of the proposed merger with BFC, including the risk
that the merger may not be consummated on the contemplated terms, or at all; and
    
    the Companys success at managing the risks involved in the foregoing.
  Executive Overview
    32




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Financial and Non-Financial Metrics
   Land Division Overview
    Other Operations Overview
  The Meaning of Other-than-Temporary Impairment and Its
Application to Certain
 33




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##### Table of Contents



Investments, The Equity Method
of Accounting for Investments in Common Stock, Fair Value Measurements
  Recent Developments
   Critical Accounting Policies and Estimates
  34




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Consolidated Results of Operations
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    Change(In thousands)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    1,767
    
    
    
    2,395
    
    
    
    (628
    )
    
    
    3,194
    
    
    
    2,549
    
    
    
    645Other revenues
    
    
    3,046
    
    
    
    2,744
    
    
    
    302
    
    
    
    5,936
    
    
    
    5,708
    
    
    
    228Total revenues
    
    
    4,813
    
    
    
    5,139
    
    
    
    (326
    )
    
    
    9,130
    
    
    
    8,257
    
    
    
    873Costs and expensesCost of sales of real estate
    
    
    1,301
    
    
    
    1,758
    
    
    
    (457
    )
    
    
    1,994
    
    
    
    1,786
    
    
    
    208Selling, general and
administrative expenses
    
    
    10,349
    
    
    
    12,952
    
    
    
    (2,603
    )
    
    
    21,103
    
    
    
    25,579
    
    
    
    (4,476
    )Interest expense
    
    
    3,747
    
    
    
    2,532
    
    
    
    1,215
    
    
    
    6,520
    
    
    
    5,556
    
    
    
    964Total costs and expenses
    
    
    15,397
    
    
    
    17,242
    
    
    
    (1,845
    )
    
    
    29,617
    
    
    
    32,921
    
    
    
    (3,304
    )Earnings from Bluegreen Corporation
    
    
    10,714
    
    
    
    1,211
    
    
    
    9,503
    
    
    
    17,050
    
    
    
    1,737
    
    
    
    15,313Impairment of investment in Bluegreen
Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,401
    )
    
    
    
    
    
    
    (20,401
    )Impairment of other investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    
    
    
    
    (2,396
    )Gain on settlement of investment in subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,369
    
    
    
    
    
    
    
    40,369Interest and other income
    
    
    277
    
    
    
    1,950
    
    
    
    (1,673
    )
    
    
    843
    
    
    
    3,554
    
    
    
    (2,711
    )Income (loss) before income
taxes and noncontrolling
interest
    
    
    407
    
    
    
    (8,942
    )
    
    
    9,349
    
    
    
    14,978
    
    
    
    (19,373
    )
    
    
    34,351(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    407
    
    
    
    (8,942
    )
    
    
    9,349
    
    
    
    14,978
    
    
    
    (19,373
    )
    
    
    34,351Add: Net loss attributable to noncontrolling interest
    
    
    270
    
    
    
    
    
    
    
    270
    
    
    
    474
    
    
    
    
    
    
    
    474Net income (loss)
attributable to Woodbridge
    
    $
    677
    
    
    
    (8,942
    )
    
    
    9,619
    
    
    
    15,452
    
    
    
    (19,373
    )
    
    
    34,825
 For the Three Months Ended June 30, 2009 Compared to the Same 2008 Period:
  Sales of real estate
  Three Months Ended June 30,2009
    
    
    2008
    
    Change(In thousands)Land Division
    
    $
    1,408
    
    
    
    1,711
    
    
    
    (303
    )Other Operations
    
    
    320
    
    
    
    635
    
    
    
    (315
    )Eliminations
    
    
    39
    
    
    
    49
    
    
    
    (10
    )Consolidated
    
    $
    1,767
    
    
    
    2,395
    
    
    
    (628
    )
  35




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Other revenues
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,533
    
    
    
    2,493
    
    
    
    40Other Operations
    
    
    521
    
    
    
    251
    
    
    
    270Eliminations
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )Consolidated
    
    $
    3,046
    
    
    
    2,744
    
    
    
    302
  Cost of sales of real estate
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,113
    
    
    
    1,145
    
    
    
    (32
    )Other Operations
    
    
    173
    
    
    
    587
    
    
    
    (414
    )Eliminations
    
    
    15
    
    
    
    26
    
    
    
    (11
    )Consolidated
    
    $
    1,301
    
    
    
    1,758
    
    
    
    (457
    )
  36




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Selling, general and administrative expenses
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    5,162
    
    
    
    5,320
    
    
    
    (158
    )Other Operations
    
    
    5,209
    
    
    
    7,651
    
    
    
    (2,442
    )Eliminations
    
    
    (22
    )
    
    
    (19
    )
    
    
    (3
    )Consolidated
    
    $
    10,349
    
    
    
    12,952
    
    
    
    (2,603
    )
  Interest expense
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,301
    
    
    
    871
    
    
    
    430Other Operations
    
    
    2,446
    
    
    
    2,104
    
    
    
    342Eliminations
    
    
    
    
    
    
    (443
    )
    
    
    443Consolidated
    
    $
    3,747
    
    
    
    2,532
    
    
    
    1,215
  Earnings from Bluegreen Corporation
  37




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Interest and Other Income
  Income Taxes
  For the Six Months Ended June 30, 2009 Compared to the Same 2008 Period:
  Sales of real estate
  Six Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,835
    
    
    
    1,865
    
    
    
    970Other Operations
    
    
    320
    
    
    
    635
    
    
    
    (315
    )Eliminations
    
    
    39
    
    
    
    49
    
    
    
    (10
    )Consolidated
    
    $
    3,194
    
    
    
    2,549
    
    
    
    645
  38




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##### Table of Contents



Other revenues
  Six Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    4,810
    
    
    
    5,198
    
    
    
    (388
    )Other Operations
    
    
    1,143
    
    
    
    510
    
    
    
    633Eliminations
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )Consolidated
    
    $
    5,936
    
    
    
    5,708
    
    
    
    228
  Cost of sales of real estate
  Six Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,806
    
    
    
    1,173
    
    
    
    633Other Operations
    
    
    173
    
    
    
    587
    
    
    
    (414
    )Eliminations
    
    
    15
    
    
    
    26
    
    
    
    (11
    )Consolidated
    
    $
    1,994
    
    
    
    1,786
    
    
    
    208
  Selling, general and administrative expenses
  Six Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    11,409
    
    
    
    10,851
    
    
    
    558Other Operations
    
    
    9,716
    
    
    
    14,747
    
    
    
    (5,031
    )Eliminations
    
    
    (22
    )
    
    
    (19
    )
    
    
    (3
    )Consolidated
    
    $
    21,103
    
    
    
    25,579
    
    
    
    (4,476
    )
 39




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##### Table of Contents



Interest expense
  Six Months Ended June 30,2009
    
    2008
    
    Change(In thousands)Land Division
    
    $
    2,671
    
    
    
    1,864
    
    
    
    807Other Operations
    
    
    3,849
    
    
    
    4,777
    
    
    
    (928
    )Eliminations
    
    
    
    
    
    
    (1,085
    )
    
    
    1,085Consolidated
    
    $
    6,520
    
    
    
    5,556
    
    
    
    964
  Earnings from Bluegreen Corporation
  Interest and Other Income
  40




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##### Table of Contents



Income Taxes
  Land Division operational data
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change(Unaudited)
    
    
    
    
    
    
    
    
    
    (Unaudited)Acres sold
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    13
    
    
    
    3
    
    
    
    10Margin percentage (a)
    
    
    21.0
    %
    
    
    33.1
    %
    
    
    (12.1
    )%
    
    
    36.3
    %
    
    
    37.1
    %
    
    
    (0.8
    )%Unsold saleable acres
    
    
    6,626
    
    
    
    6,676
    
    
    
    (50
    )
    
    
    6,626
    
    
    
    6,676
    
    
    
    (50
    )Acres subject to
sales contracts 
third parties (b)
    
    
    8
    
    
    
    326
    
    
    
    (318
    )
    
    
    8
    
    
    
    326
    
    
    
    (318
    )Aggregate sales
price of acres
subject to sales
contracts to third
parties (in
thousands) (b)
    
    $
    
    
    
    
    96,164
    
    
    
    (96,164
    )
    
    
    
    
    
    
    96,164
    
    
    
    (96,164
    )
 
 (a)
    
    Includes revenues from look back provisions and recognition of deferred revenue associated with sales in prior periods.(b)
    
    As of June 30, 2009, approximately 8 acres were subject to a sales contract with a sales price which could range from $3.0 million to $3.9 million
at a cost of approximately $2.2 million. The sale is contingent upon the purchaser obtaining financing and, if consummated on the contemplated
terms, would not result in a loss.   41




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##### Table of Contents



FINANCIAL CONDITION
 June 30, 2009 compared to December 31, 2008
  
    
    a net decrease in cash and cash equivalents of $56.6 million, primarily related to
cash used in operations offset by approximately $40.3 million repositioned into
investment in timed deposits; and
    
    a decrease in restricted cash of $13.4 million mainly associated with the settlement
payment made in connection with the bankruptcy of Levitt and Sons.
  
    
    a decrease of $52.9 million associated with the reversal into income of the loss in
excess of investment in Levitt and Sons as a result of the Bankruptcy Courts approval
of the Levitt and Sons bankruptcy plan; and
    
    a net decrease in accounts payable and other accrued liabilities of approximately
$1.1 million primarily attributable to the timing of payments to our vendors.
 LIQUIDITY AND CAPITAL RESOURCES
   Woodbridge (Parent Company level)
  42




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Core Communities
   43




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Off Balance Sheet Arrangements and Contractual Obligations
   44




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Accounting for Contingencies,
 Accounting for Special
Assessments and Tax Increment Financing,
  Payments due by periodLess than
    
    
    2 - 3
    
    
    4 - 5
    
    
    More thanCategory
    
    Total
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsLong-term debt obligations (1) (2)
    
    $
    348,516
    
    
    
    8,308
    
    
    
    207,942
    
    
    
    11,222
    
    
    
    121,044Operating lease obligations
    
    
    2,039
    
    
    
    1,030
    
    
    
    718
    
    
    
    291
    
    
    
    Total obligations
    
    $
    350,555
    
    
    
    9,338
    
    
    
    208,660
    
    
    
    11,513
    
    
    
    121,044
 
 (1)
    
    Amounts exclude interest because terms of repayment are based on construction activity and
sales volume. In addition, a large portion of the debt is based on variable rates.(2)
    
    These amounts represent scheduled principal payments. Some of those borrowings require the
repayment of specified amounts upon a sale of portions of the property collateralizing those
obligations, as well as curtailment repayments prior to scheduled maturity pursuant to
re-margining requirements. Accounting for Uncertainty in Income Taxes  an interpretation of
FASB No. 109
   45




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NEW ACCOUNTING PRONOUNCEMENTS.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    46




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ITEM 4. CONTROLS AND PROCEDURES
     47




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 6. EXHIBITS
  Exhibit 31.1*
    
    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 31.2*
    
    CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 32.1**
    
    CEO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.Exhibit 32.2**
    
    CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Exhibits filed with this Form 10-Q**
    
    Exhibits furnished with this Form 10-Q 48




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WOODBRIDGE HOLDINGS CORPORATIONDate:      August 10, 2009
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive OfficerDate:      August 10, 2009
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial Officer 49