##### 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
 March 31, 2009
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 001-31931
 WOODBRIDGE HOLDINGS CORPORATION
  Florida
    
    11-3675068(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2100 W. Cypress Creek Road,Fort Lauderdale, FL
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-4950
  x o
 o o
   Large accelerated filer o
    
    Accelerated
filer x











    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o x
  Class
    
    Outstanding at May 7, 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 March 31, 2009 and December 31, 2008  Unaudited
    
    
    1Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008  Unaudited
    
    
    2Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2009 and 2008  Unaudited
    
    
    3Consolidated
Statement of Changes in Equity for the three months ended March 31, 2009  Unaudited
    
    
    4Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008  Unaudited
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    36Item 4.
    
    Controls and Procedures
    
    
    36PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    37Item 1A.
    
    Risk Factors
    
    
    37Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    37Item 6.
    
    Exhibits
    
    
    37SIGNATURES
    
    
    38EX-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)
 March 31, 2009
    
    
    December 31, 2008AssetsCash and cash equivalents
    
    $
    84,076
    
    
    
    114,798Restricted cash
    
    
    8,575
    
    
    
    21,288Inventory of real estate
    
    
    241,647
    
    
    
    241,318Investments:Bluegreen Corporation
    
    
    16,560
    
    
    
    29,789Other equity securities
    
    
    1,882
    
    
    
    4,278Certificates of deposits, short-term
    
    
    34,560
    
    
    
    9,600Unconsolidated trusts
    
    
    418
    
    
    
    419Property and equipment, net
    
    
    107,367
    
    
    
    109,477Intangible assets
    
    
    5,354
    
    
    
    4,324Other assets
    
    
    23,699
    
    
    
    23,963Total assets
    
    $
    524,138
    
    
    
    559,254Liabilities and EquityAccounts payable, accrued liabilities and other
    
    $
    32,443
    
    
    
    33,913Customer deposits
    
    
    427
    
    
    
    592Current income tax payable
    
    
    2,380
    
    
    
    2,380Notes and mortgage notes payable
    
    
    264,490
    
    
    
    264,900Junior subordinated debentures
    
    
    85,052
    
    
    
    85,052Loss in excess of investment in subsidiary
    
    
    
    
    
    
    52,887Total liabilities
    
    
    384,792
    
    
    
    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: 16,656,525 and 19,042,149 shares, respectively
    
    
    167
    
    
    
    190Class B common stock, $0.01 par value

Authorized: 2,000,000 shares

Issued and outstanding: 243,807 shares
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    339,006
    
    
    
    339,780Accumulated deficit
    
    
    (204,093
    )
    
    
    (218,868
    )Accumulated other comprehensive income
    
    
    338
    
    
    
    (135
    )135,420
    
    
    
    120,969Less  common stock in treasury, at cost (19,393 shares at
March 31, 2009 and 2,385,624 shares at December 31, 2008)
    
    
    (13
    )
    
    
    (1,439
    )Total Woodbridge shareholders equity
    
    
    135,407
    
    
    
    119,530Noncontrolling interest
    
    
    3,939
    
    
    
    Total equity
    
    
    139,346
    
    
    
    119,530Total liabilities and equity
    
    $
    524,138
    
    
    
    559,254
  1




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##### Table of Contents



Woodbridge Holdings Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 Three Months EndedMarch 31,2009
    
    
    2008(As Adjusted)Revenues:Sales of real estate
    
    $
    1,427
    
    
    
    154Other revenues
    
    
    2,890
    
    
    
    2,964Total revenues
    
    
    4,317
    
    
    
    3,118Costs and expenses:Cost of sales of real estate
    
    
    693
    
    
    
    28Selling, general and administrative expenses
    
    
    10,754
    
    
    
    12,627Interest expense
    
    
    2,773
    
    
    
    3,024Total costs and expenses
    
    
    14,220
    
    
    
    15,679Earnings from Bluegreen Corporation
    
    
    6,336
    
    
    
    526Impairment 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
    
    
    566
    
    
    
    1,604Income (loss) before income taxes and
noncontrolling interest
    
    
    14,571
    
    
    
    (10,431
    )(Provision) benefit for income taxes
    
    
    
    
    
    
    Net income (loss)
    
    
    14,571
    
    
    
    (10,431
    )Add: Net loss attributable to noncontrolling interest
    
    
    204
    
    
    
    Net income (loss) attributable to Woodbridge
    
    $
    14,775
    
    
    
    (10,431
    )Income (loss) per common share:Basic
    
    $
    0.87
    
    
    
    (0.54
    )Diluted
    
    $
    0.87
    
    
    
    (0.54
    )Weighted average common shares outstanding:Basic
    
    
    16,906
    
    
    
    19,254Diluted
    
    
    16,906
    
    
    
    19,254
  2




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Woodbridge Holdings Corporation
Consolidated Statements of Comprehensive Income (Loss)  Unaudited
(In thousands)
 Three MonthsEnded March 31,2009
    
    
    2008Net income (loss)
    
    $
    14,571
    
    
    
    (10,431
    )Other comprehensive income (loss):Pro-rata share of unrealized gain (loss)
recognized by Bluegreen Corporation
on
retained
interests in notes receivable sold
    
    
    473
    
    
    
    (427
    )Unrealized loss on other equity securities
    
    
    
    
    
    
    (826
    )Total unrealized gain (loss)
    
    
    473
    
    
    
    (1,253
    )Other comprehensive income (loss)
    
    
    15,044
    
    
    
    (11,684
    )Add: Comprehensive loss attributable to
noncontrolling interest
    
    
    204
    
    
    
    Total comprehensive income (loss) attributable
to Woodbridge
    
    $
    15,248
    
    
    
    (11,684
    )
  3




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##### Table of Contents



Woodbridge Holdings Corporation
Consolidated Statement of Changes in Equity  Unaudited
Three months ended March 31, 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
    
    
    (2,386
    )
    
    
    
    
    
    
    (23
    )
    
    
    
    
    
    
    (1,416
    )
    
    
    
    
    
    
    
    
    
    
    (2,386
    )
    
    
    1,439
    
    
    
    
    
    
    
    Share based compensation related to
stock options and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    280Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (204
    )
    
    
    14,571Pro-rata share of unrealized gain
recognized by Bluegreen on sale of
retained interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    473
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    473Issuance of Bluegreen common
Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362Balance at March 31, 2009
    
    
    16,656
    
    
    
    244
    
    
    $
    167
    
    
    $
    2
    
    
    $
    339,006
    
    
    $
    (204,093
    )
    
    $
    338
    
    
    
    19
    
    
    $
    (13
    )
    
    $
    3,939
    
    
    $
    139,346
  4




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Woodbridge Holdings Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 Three Months EndedMarch 31,2009
    
    
    2008Net cash used in operating activities
    
    $
    (8,383
    )
    
    
    (18,169
    )Investing activities:Purchase of equity securities
    
    
    
    
    
    
    (33,978
    )Decrease in restricted cash
    
    
    12,713
    
    
    
    338Cash paid in settlement of subsidiary bankruptcy
    
    
    (12,430
    )
    
    
    Distributions from unconsolidated trusts
    
    
    55
    
    
    
    55Adjustment to acquisition of Pizza Fusion
    
    
    3,000
    
    
    
    Purchase of certificates of deposits, short-term
    
    
    (24,960
    )
    
    
    Capital expenditures
    
    
    (304
    )
    
    
    (804
    )Net cash used in investing activities
    
    
    (21,926
    )
    
    
    (34,389
    )Financing activities:Proceeds from notes and mortgage notes payable
    
    
    132
    
    
    
    4,667Repayment of notes and mortgage notes payable
    
    
    (532
    )
    
    
    (16,107
    )Purchase of treasury shares
    
    
    (13
    )
    
    
    Net cash used in financing activities
    
    
    (413
    )
    
    
    (11,440
    )Decrease in cash and cash equivalents
    
    
    (30,722
    )
    
    
    (63,998
    )Cash and cash equivalents at the beginning of period
    
    
    114,798
    
    
    
    195,181Cash and cash equivalents at the end of period
    
    $
    84,076
    
    
    
    131,183Supplemental cash flow information:Interest paid on borrowings, net of amounts capitalized
    
    $
    2,534
    
    
    
    2,849Supplemental disclosure of non-cash operating,
investing and financing activities:Change in equity resulting from unrealized
gain (loss) recognized from equity
securities, net of tax
    
    $
    473
    
    
    
    (1,253
    )Change in equity resulting from the issuance of
Bluegreen common stock, net of tax
    
    $
    362
    
    
    
    227Change in equity resulting from retirement of treasury shares
    
    $
    1,439
    
    
    
    
  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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Accounting for the Impairment or Disposal of Long-Lived Assets
 Revisions and Reclassifications
  2. Liquidity  Core Communities
     3. Business Combination
   Consolidation of Variable Interest Entities Business Combinations
  4. Stock Based Compensation
 Share-Based Payment
  7




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Number of
    
    
    WeightedStock
    
    
    Average ExerciseOptions
    
    
    PriceOptions outstanding at December 31, 2008
    
    
    318,471
    
    
    $
    78.89Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    3,500
    
    
    $
    68.83Options outstanding at March 31, 2009
    
    
    314,971
    
    
    $
    79.00Options exercisable at March 31, 2009
    
    
    141,682
    
    
    $
    70.93
      8




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##### Table of Contents



5. Inventory of Real Estate
  March 31,
    
    
    December 31,2009
    
    
    2008Land and land development costs
    
    $
    201,151
    
    
    
    202,456Construction costs
    
    
    463
    
    
    
    463Capitalized interest
    
    
    39,398
    
    
    
    37,764Other costs
    
    
    635
    
    
    
    635$
    241,647
    
    
    
    241,318
  Accounting for the Impairment or Disposal of Long-Lived Assets
 6. Property and Equipment
  Depreciable Life
    
    
    March 31, 2009
    
    
    December 31, 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
    
    
    12,305
    
    
    
    12,259121,683
    
    
    
    121,718Accumulated depreciation
    
    
    
    
    
    
    (14,316
    )
    
    
    (12,241
    )Property and equipment, net
    
    
    
    
    
    $
    107,367
    
    
    
    109,477
  9




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##### Table of Contents



7. Interest
  Three Months EndedMarch 31,2009
    
    
    2008Interest incurred
    
    $
    4,407
    
    
    
    6,212Interest capitalized
    
    
    (1,634
    )
    
    
    (3,188
    )Interest expense, net
    
    $
    2,773
    
    
    
    3,024Interest included in cost of sales
    
    $
    
    
    
    
    
 8. Investments
 Bluegreen Corporation
  The Meaning of
Other-than-Temporary Impairment and Its Application to Certain Investments The Equity Method of Accounting for
Investments in Common Stock
 10




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Fair Value Measurements
 s
  March 31,2009Pro rata share of Bluegreens net income
    
    $
    1,082Amortization of basis difference
    
    
    5,254Total earnings from Bluegreen Corporation
    
    $
    6,336
  March 31,
    
    
    December 31,2009
    
    
    2008Pro rata share of investment in Bluegreen Corporation
    
    $
    31,707
    
    
    
    115,065Amortization of basis difference
    
    
    5,254
    
    
    
    9,150Less: Impairment of investment in Bluegreen Corporation
    
    
    (20,401
    )
    
    
    (94,426
    )Investment in Bluegreen Corporation
    
    $
    16,560
    
    
    
    29,789
  Unaudited Condensed Consolidated Balance Sheets
 March 31,
    
    
    December 31,2009
    
    
    2008Total assets
    
    $
    1,192,339
    
    
    
    1,193,507Total liabilities
    
    $
    772,873
    
    
    
    781,522Total Bluegreen shareholders equity
    
    
    388,762
    
    
    
    382,467Noncontrolling interest
    
    
    30,704
    
    
    
    29,518Total equity
    
    
    419,466
    
    
    
    411,985Total liabilities and shareholders equity
    
    $
    1,192,339
    
    
    
    1,193,507
 11




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Unaudited Condensed Consolidated Statements of Income
 Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008Revenues and other income
    
    $
    79,024
    
    
    
    139,352Cost and other expenses
    
    
    71,989
    
    
    
    136,263Income before noncontrolling interests and
provision for income taxes
    
    
    7,035
    
    
    
    3,089Provision for income taxes
    
    
    (2,296
    )
    
    
    (855
    )Net income
    
    
    4,739
    
    
    
    2,234Net income attributable to noncontrolling interests
    
    
    (1,186
    )
    
    
    (838
    )Net income
attributable to Bluegreen
    
    $
    3,553
    
    
    
    1,396
 Office Depot Investment
    March 31,2009Fair value at December 31, 2008
    
    $
    4,278Other-than-temporary impairment
    
    
    (2,396
    )Fair value at March 31, 2009
    
    $
    1,882
  12




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9. Debt
  March 31,
    
    
    December 31,2009
    
    

2008
    
    

Maturity Date2.33%
Commercial development mortgage note payable(a)
    
    $
    58,262
    
    
    
    58,262
    
    
    June 20092.31% Commercial development mortgage note payable
    
    
    4,710
    
    
    
    4,724
    
    
    June 20102.66% Commercial development mortgage note payable
    
    
    9,041
    
    
    
    8,919
    
    
    July 20105.00% Land development mortgage note payable
    
    
    25,000
    
    
    
    25,000
    
    
    February 20123.93% Land acquisition mortgage note payable
    
    
    23,040
    
    
    
    23,184
    
    
    October 20196.88% Land acquisition mortgage note payable
    
    
    4,880
    
    
    
    4,928
    
    
    October 20193.32% Land acquisition mortgage note payable(b)
    
    
    86,710
    
    
    
    86,922
    
    
    June 20113.25% Borrowing base facility
    
    
    37,458
    
    
    
    37,458
    
    
    March 20115.47% Other mortgage note payable
    
    
    11,781
    
    
    
    11,831
    
    
    April 20156.00%  6.13% Development bonds
    
    
    3,282
    
    
    
    3,291
    
    
    May 20352.44%  9.15% Other borrowings
    
    
    326
    
    
    
    381
    
    
    July 2009 - June 2013Total
    
    $
    264,490
    
    
    
    264,900
 
 (a)
    
    Core has a credit agreement with a financial institution which provides for borrowings of
up to $64.3 million. This facility matures in June 2009 and has two one-year extension options. The
loan agreement requires that Core provide at least 30 days notice prior to the initial maturity of
its election to exercise the one-year option period. Throughout the extension period, the
collateral must generate a debt service coverage ratio of 1.20:1, otherwise Core would be required
to re-margin the loan. While Core does not currently anticipate it
will meet the debt service coverage ratio requirement, Core is in
discussions with its lender regarding this credit agreement. (See
Note 2.)(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 $86.7 million at March 31, 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, the lenders
evaluation is continuing and, accordingly, although it is likely that a
re-margining payment will be required, the amount of such payment is not currently determinable.   BeginningOptionalMarch 31,
    
    
    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
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10. Commitments and Contingencies
    IndependentSeverance Related
    
    
    
    
    
    
    Contractor
    
    
    Surety Bondand Benefits
    
    
    Facilities
    
    
    Agreements
    
    
    Accrual
    
    
    TotalBalance at December 31, 2008
    
    $
    129
    
    
    
    704
    
    
    
    597
    
    
    
    1,144
    
    
    
    2,574Restructuring charges
    
    
    89
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    97Cash payments
    
    
    (132
    )
    
    
    (93
    )
    
    
    (206
    )
    
    
    (37
    )
    
    
    (468
    )Balance at March 31, 2009
    
    $
    86
    
    
    
    611
    
    
    
    399
    
    
    
    1,107
    
    
    
    2,203
  Accounting for Costs Associated with Exit or Disposal Activities
  14




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Accounting for Uncertainty in Income Taxes  an interpretation of FASB No.
109
 11. Development Bonds Payable
  Accounting for Contingencies
 Accounting for Special Assessments and Tax Increment
Financing
 15




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12.
Earnings (Loss) per Share and Stock Repurchases
   Three Months EndedMarch 31,2009
    
    
    2008Numerator:Basic earnings (loss) per common share:Net income
(loss) attributable to Woodbridge  basic
    
    $
    14,775
    
    
    
    (10,431
    )Diluted earnings (loss) per common share:Net income (loss) attributable to Woodbridge  basic
    
    $
    14,775
    
    
    
    (10,431
    )Pro rata share of the net effect of Bluegreen dilutive
securities
    
    
    
    
    
    
    (2
    )Net income (loss) attributable to Woodbridge  diluted
    
    $
    14,775
    
    
    
    (10,433
    )Denominator:Basic average shares outstanding
    
    
    16,906
    
    
    
    19,254Effect of dilutive stock options and unvested restricted stock
    
    
    
    
    
    
    Diluted average shares outstanding
    
    
    16,906
    
    
    
    19,254Basic earnings (loss) per common share:Basic
    
    $
    0.87
    
    
    
    (0.54
    )Diluted
    
    $
    0.87
    
    
    
    (0.54
    )
 Stock Repurchases
  13. Other Revenues
  Three Months EndedMarch 31,2009
    
    
    2008Other revenuesLease/rental income
    
    $
    2,280
    
    
    
    2,500Marketing fees
    
    
    48
    
    
    
    93Impact fees
    
    
    11
    
    
    
    146Franchise revenue
    
    
    299
    
    
    
    Irrigation revenue
    
    
    252
    
    
    
    225$
    2,890
    
    
    
    2,964
 16




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##### Table of Contents



14. Income Taxes
   15. Interest and Other Income
  Three Months EndedMarch 31,2009
    
    
    2008Interest income
    
    $
    512
    
    
    
    1,481Other income
    
    
    54
    
    
    
    123Total interest and other income
    
    $
    566
    
    
    
    1,604
 16. Segment Reporting
   17




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##### Table of Contents



Three Months Ended
    
    
    
    
    
    OtherMarch 31, 2009
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    1,427
    
    
    
    
    
    
    
    
    
    
    
    1,427Other revenues
    
    
    2,277
    
    
    
    622
    
    
    
    (9
    )
    
    
    2,890Total revenues
    
    
    3,704
    
    
    
    622
    
    
    
    (9
    )
    
    
    4,317Costs and expenses:Cost of sales of real estate
    
    
    693
    
    
    
    
    
    
    
    
    
    
    
    693Selling, general and administrative expenses
    
    
    6,247
    
    
    
    4,507
    
    
    
    
    
    
    
    10,754Interest expense
    
    
    1,370
    
    
    
    1,403
    
    
    
    
    
    
    
    2,773Total costs and expenses
    
    
    8,310
    
    
    
    5,910
    
    
    
    
    
    
    
    14,220Earnings from Bluegreen Corporation
    
    
    
    
    
    
    6,336
    
    
    
    
    
    
    
    6,336Impairment 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
    
    
    274
    
    
    
    292
    
    
    
    
    
    
    
    566(Loss) income before income
taxes and noncontrolling interest
    
    
    (4,332
    )
    
    
    5,528
    
    
    
    13,375
    
    
    
    14,571(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    
    (4,332
    )
    
    
    5,528
    
    
    
    13,375
    
    
    
    14,571Add: Net loss attributable to
noncontrolling interest
    
    
    
    
    
    
    204
    
    
    
    
    
    
    
    204Net
(loss) income attributable to Woodbridge
    
    $
    (4,332
    )
    
    
    5,732
    
    
    
    13,375
    
    
    
    14,775Inventory of real estate
    
    $
    207,073
    
    
    
    35,749
    
    
    
    (1,175
    )
    
    
    241,647Total assets
    
    $
    333,810
    
    
    
    191,503
    
    
    
    (1,175
    )
    
    
    524,138Total debt
    
    $
    215,018
    
    
    
    134,524
    
    
    
    
    
    
    
    349,542Total liabilities
    
    $
    247,169
    
    
    
    145,657
    
    
    
    (8,034
    )
    
    
    384,792Total equity
    
    $
    86,641
    
    
    
    45,846
    
    
    
    6,859
    
    
    
    139,346
 18




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##### Table of Contents



Three Months Ended
    
    
    
    
    
    OtherMarch 31, 2008
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    154
    
    
    
    
    
    
    
    
    
    
    
    154Other revenues
    
    
    2,705
    
    
    
    259
    
    
    
    
    
    
    
    2,964Total revenues
    
    
    2,859
    
    
    
    259
    
    
    
    
    
    
    
    3,118Costs and expenses:Cost of sales of real estate
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    28Selling, general and administrative expenses
    
    
    5,531
    
    
    
    7,096
    
    
    
    
    
    
    
    12,627Interest expense
    
    
    993
    
    
    
    2,673
    
    
    
    (642
    )
    
    
    3,024Total costs and expenses
    
    
    6,552
    
    
    
    9,769
    
    
    
    (642
    )
    
    
    15,679Earnings from Bluegreen Corporation
    
    
    
    
    
    
    526
    
    
    
    
    
    
    
    526Interest and other income
    
    
    904
    
    
    
    1,342
    
    
    
    (642
    )
    
    
    1,604Loss before income taxes
    
    
    (2,789
    )
    
    
    (7,642
    )
    
    
    
    
    
    
    (10,431
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (2,789
    )
    
    
    (7,642
    )
    
    
    
    
    
    
    (10,431
    )Inventory of real estate
    
    $
    195,068
    
    
    
    46,441
    
    
    
    (7,286
    )
    
    
    234,223Total assets
    
    $
    328,255
    
    
    
    365,699
    
    
    
    (5,260
    )
    
    
    688,694Total debt
    
    $
    205,438
    
    
    
    137,060
    
    
    
    
    
    
    
    342,498Total liabilities
    
    $
    202,740
    
    
    
    225,239
    
    
    
    11,395
    
    
    
    439,374Total shareholders equity
    
    $
    125,515
    
    
    
    140,460
    
    
    
    (16,655
    )
    
    
    249,320
  17. Parent Company Financial Statements
    19




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Condensed Statements of Financial Condition
 March 31,
    
    
    December 31,2009
    
    
    2008Total assets
    
    $
    233,541
    
    
    
    253,017Total liabilities
    
    $
    94,195
    
    
    
    133,487Total equity
    
    
    139,346
    
    
    
    119,530Total liabilities and equity
    
    $
    233,541
    
    
    
    253,017
 Condensed Statements of Operations
 Three MonthsEnded March 31,2009
    
    
    2008Earnings from Bluegreen Corporation
    
    $
    6,336
    
    
    
    526Impairment
of investment in Bluegreen Corporation
    
    
    20,401
    
    
    
    Other revenues
    
    
    255
    
    
    
    1,339Gain on settlement of investment in subsidiary
    
    
    26,986
    
    
    
    Costs and expenses
    
    
    3,581
    
    
    
    7,406Income (loss) before income taxes
    
    
    9,595
    
    
    
    (5,541
    )(Provision) benefit for income taxes
    
    
    
    
    
    
    Net income (loss) before undistributed earnings (loss) from
consolidated subsidiaries
    
    
    9,595
    
    
    
    (5,541
    )Earnings (loss) from consolidated subsidiaries, net of income taxes
    
    
    5,180
    
    
    
    (4,890
    )Net income (loss)
    
    $
    14,775
    
    
    
    (10,431
    )
 18. Certain Relationships and Related Party Transactions
     20




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19. New Accounting Pronouncements
 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
 21




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20. Litigation
 Class Action litigation
  Surety Bond Claim
  General litigation
  21. Bankruptcy of Levitt and Sons
  22




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23




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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;
    
    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 and 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;
    
    continued declines in the estimated fair value of our real estate inventory and the
potential for write-downs or impairment charges;
    
    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 and to 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 we may be required to make accelerated principal payments on our debt
obligations due to re-margining or curtailment payment requirements, which may negatively
impact our financial condition and results of operations;
 24




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
    
    the Companys ability to access additional capital on acceptable terms, if at all;
    
    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 continue to decline;
    
    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 strategic alternatives that could enhance liquidity;
    
    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; and
    
    the Companys success at managing the risks involved in the foregoing.
  Executive Overview
   25




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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
Investments The Equity Method of Accounting for
Investments in Common Stock
 26




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Critical Accounting Policies and Estimates
  27




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Consolidated Results of Operations
 Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Revenues:Sales of real estate
    
    $
    1,427
    
    
    
    154
    
    
    
    1,273Other revenues
    
    
    2,890
    
    
    
    2,964
    
    
    
    (74
    )Total revenues
    
    
    4,317
    
    
    
    3,118
    
    
    
    1,199Costs and expenses:Cost of sales of real estate
    
    
    693
    
    
    
    28
    
    
    
    665Selling, general and administrative expenses
    
    
    10,754
    
    
    
    12,627
    
    
    
    (1,873
    )Interest expense
    
    
    2,773
    
    
    
    3,024
    
    
    
    (251
    )Total costs and expenses
    
    
    14,220
    
    
    
    15,679
    
    
    
    (1,459
    )Earnings from Bluegreen Corporation
    
    
    6,336
    
    
    
    526
    
    
    
    5,810Impairment 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
    
    
    566
    
    
    
    1,604
    
    
    
    (1,038
    )Income (loss) before income taxes and
noncontrolling interest
    
    
    14,571
    
    
    
    (10,431
    )
    
    
    25,002(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    14,571
    
    
    
    (10,431
    )
    
    
    25,002Add: Net loss attributable to noncontrolling interest
    
    
    204
    
    
    
    
    
    
    
    204Net
income (loss) attributable to Woodbridge
    
    $
    14,775
    
    
    
    (10,431
    )
    
    
    25,206
 For the Three Months Ended March 31, 2009 Compared to the Same 2008 Period:
  Sales of real estate
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,427
    
    
    
    154
    
    
    
    1,273Other Operations
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    1,427
    
    
    
    154
    
    
    
    1,273
 28




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Other revenues
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,277
    
    
    
    2,705
    
    
    
    (428
    )Other Operations
    
    
    622
    
    
    
    259
    
    
    
    363Eliminations
    
    
    (9
    )
    
    
    
    
    
    
    (9
    )Consolidated
    
    $
    2,890
    
    
    
    2,964
    
    
    
    (74
    )
  Cost of sales of real estate
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    693
    
    
    
    28
    
    
    
    665Other Operations
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    693
    
    
    
    28
    
    
    
    665
  Selling, general and administrative expenses
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    6,247
    
    
    
    5,531
    
    
    
    716Other Operations
    
    
    4,507
    
    
    
    7,096
    
    
    
    (2,589
    )Consolidated
    
    $
    10,754
    
    
    
    12,627
    
    
    
    (1,873
    )
 29




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Interest expense
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,370
    
    
    
    993
    
    
    
    377Other Operations
    
    
    1,403
    
    
    
    2,673
    
    
    
    (1,270
    )Eliminations
    
    
    
    
    
    
    (642
    )
    
    
    642Consolidated
    
    $
    2,773
    
    
    
    3,024
    
    
    
    (251
    )
     30




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##### Table of Contents



Land Division operational data
 Three Months Ended March 31,2009
    
    
    2008
    
    
    ChangeAcres sold
    
    
    10
    
    
    
    
    
    
    
    10Margin percentage (a)
    
    
    51.4
    %
    
    
    81.8
    %
    
    
    (30.4
    )%Unsold saleable acres
    
    
    6,629
    
    
    
    6,679
    
    
    
    (50
    )Acres subject to sales
contracts  Third parties
    
    
    
    
    
    
    260
    
    
    
    (260
    )Aggregate sales price of acres subject to sales contracts to
third parties
    
    $
    
    
    
    
    78,488
    
    
    
    (78,488
    )
 
 (a)
    
    Includes revenues from look back provisions and recognition of
deferred revenue associated with sales in prior periods.   31




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FINANCIAL CONDITION
 March 31, 2009 compared to December 31, 2008
  
    
    a net decrease in cash and cash equivalents of $30.7 million, primarily related to
cash used in operations offset by approximately $25.0 million used for the investment in
timed deposits;
    
    a decrease in restricted cash of $12.7 million associated with the settlement
payment made in connection with the bankruptcy of Levitt and Sons; and
    
    a net decrease in our investment in Bluegreen of $13.2 million mainly related to an
other-than-temporary impairment charge recorded in the quarter ended March 31, 2009,
offset in part by an increase in our equity in earnings from Bluegreen.
  
    
    a net decrease in accounts payable and other accrued liabilities of approximately
$1.5 million primarily attributable to the timing of payments to our vendors; and
    
    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.
 LIQUIDITY AND CAPITAL RESOURCES
   Woodbridge (Parent Company level)
  32




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Core Communities
    33




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Off Balance Sheet Arrangements and Contractual Obligations
  Accounting for Contingencies
 34




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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)
    
    $
    349,542
    
    
    
    3,836
    
    
    
    221,789
    
    
    
    2,536
    
    
    
    121,381Operating lease obligations
    
    
    3,402
    
    
    
    1,140
    
    
    
    853
    
    
    
    389
    
    
    
    1,020Total obligations
    
    $
    352,944
    
    
    
    4,976
    
    
    
    222,642
    
    
    
    2,925
    
    
    
    122,401
 
 (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 and minimum sales requirements. Accounting for Uncertainty in Income Taxes  an interpretation of FASB No. 109
   35




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NEW ACCOUNTING PRONOUNCEMENTS.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES
     36




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Stock Repurchases
   Total numberof sharesrepurchased asTotal
    
    
    
    
    
    
    part of
    
    
    Maximum numbernumber of
    
    
    Average
    
    
    publicly
    
    
    of shares that mayshares
    
    
    price paid
    
    
    announced
    
    
    yet be repurchasedPeriod
    
    repurchased
    
    
    per share
    
    
    program
    
    
    under the programJanuary 1 - January 31, 2009
    
    
    19,393
    
    
    $
    0.6516
    
    
    
    2,405,017
    
    
    
    2,594,983Total
    
    
    19,393
    
    
    $
    0.6516
    
    
    
    2,405,017
    
    
    
    2,594,983
 
 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 37




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WOODBRIDGE HOLDINGS CORPORATIONDate: May 11, 2009
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive OfficerDate: May 11, 2009
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial Officer 38