##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended SEPTEMBER 30, 2007ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the transition period from ___to ___
 001-31931
 LEVITT CORPORATION
  FLORIDA
(State or other jurisdiction of 
incorporation or organization)
    
    11-3675068
(I.R.S. Employer
Identification No.)
 2200 W. Cypress Creek Road, 
Fort Lauderdale, FL
(Address of principal executive offices)
    
    33309
(Zip Code)
 (954) 958-1800
  x o
   Large accelerated filer o
    
    Accelerated filer x
    
    Non-accelerated filer o
  o x
  Class
    
    Outstanding at November 7, 2007Class A Common stock, $0.01 par value
    
    96,259,762Class B Common stock, $0.01 par value
    
    1,219,031




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##### 



PAGEPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Statements of Financial Condition as of September 30, 2007 and December 31, 2006  Unaudited
    
    
    2Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006  Unaudited
    
    
    3Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2007 and 2006  Unaudited
    
    
    4Consolidated Statement of Shareholders Equity for the nine months ended September 30, 2007  Unaudited
    
    
    5Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006  Unaudited
    
    
    6Notes to Unaudited Consolidated Financial Statements
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    30Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    57Item 4.
    
    Controls and Procedures
    
    
    58PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    59Item 1A.
    
    Risk Factors
    
    
    60Item 3.
    
    Defaults upon Senior Securities
    
    
    60Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    60Item 6.
    
    Exhibits
    
    
    61SIGNATURES
    
    
    
    
    62Ex-10.11 Revolving working capital agreementEx-10.12 Assumption/Modification loan agreementEx-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-31.3 Section 302 Certification of CAOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFOEx-32.3 Section 906 Certification of CAO
   
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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 
 Levitt Corporation
Consolidated Statements of Financial Condition  Unaudited
(In thousands, except share data)
 September 30,
    
    
    December 31,2007
    
    
    2006AssetsCash and cash equivalents
    
    $
    35,733
    
    
    
    48,391Restricted cash
    
    
    166
    
    
    
    1,397Inventory of real estate
    
    
    580,104
    
    
    
    822,040Assets held for sale
    
    
    85,727
    
    
    
    48,022Investment in Bluegreen Corporation
    
    
    115,408
    
    
    
    107,063Property and equipment, net
    
    
    35,556
    
    
    
    32,377Other assets
    
    
    47,698
    
    
    
    31,376Total assets
    
    $
    900,392
    
    
    
    1,090,666Liabilities and Shareholders EquityAccounts payable, accrued liabilities and other
    
    $
    86,124
    
    
    
    84,324Customer deposits
    
    
    19,469
    
    
    
    42,571Current income tax payable
    
    
    
    
    
    
    3,905Liabilities related to assets held for sale
    
    
    66,217
    
    
    
    27,965Notes and mortgage notes payable
    
    
    524,097
    
    
    
    503,610Junior subordinated debentures
    
    
    85,052
    
    
    
    85,052Total liabilities
    
    
    780,959
    
    
    
    747,427Shareholders equity:Preferred stock, $0.01 par valueAuthorized: 5,000,000 sharesIssued and outstanding: no shares
    
    
    
    
    
    
    Class A Common Stock, $0.01 par valueAuthorized: 150,000,000 and 50,000,000 shares, respectivelyIssued and outstanding: 18,616,665 and 18,609,024 shares, respectively
    
    
    186
    
    
    
    186Class B Common Stock, $0.01 par valueAuthorized: 10,000,000 sharesIssued and outstanding: 1,219,031 and 1,219,031 shares, respectively
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    187,648
    
    
    
    184,401(Accumulated deficit) retained earnings
    
    
    (70,196
    )
    
    
    156,219Accumulated other comprehensive income
    
    
    1,783
    
    
    
    2,421Total shareholders equity
    
    
    119,433
    
    
    
    343,239Total liabilities and shareholders equity
    
    $
    900,392
    
    
    
    1,090,666
  2




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##### Table of Contents



Levitt Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues:Sales of real estate
    
    $
    122,824
    
    
    
    130,939
    
    
    
    389,486
    
    
    
    387,140Other revenues
    
    
    1,449
    
    
    
    1,782
    
    
    
    5,063
    
    
    
    5,515Total revenues
    
    
    124,273
    
    
    
    132,721
    
    
    
    394,549
    
    
    
    392,655Costs and expenses:Cost of sales of real estate
    
    
    275,340
    
    
    
    104,520
    
    
    
    559,842
    
    
    
    312,228Selling, general and administrative expenses
    
    
    31,556
    
    
    
    31,678
    
    
    
    96,887
    
    
    
    88,703Other expenses
    
    
    1,112
    
    
    
    615
    
    
    
    2,007
    
    
    
    3,164Total costs and expenses
    
    
    308,008
    
    
    
    136,813
    
    
    
    658,736
    
    
    
    404,095Earnings from Bluegreen Corporation
    
    
    4,418
    
    
    
    6,923
    
    
    
    7,519
    
    
    
    9,026Interest and other income
    
    
    3,109
    
    
    
    1,548
    
    
    
    8,743
    
    
    
    4,549(Loss) income from continuing operations before income taxes
    
    
    (176,208
    )
    
    
    4,379
    
    
    
    (247,925
    )
    
    
    2,135Benefit (provision) for income taxes
    
    
    6,228
    
    
    
    (1,399
    )
    
    
    20,729
    
    
    
    (583
    )(Loss) income from continuing operations
    
    
    (169,980
    )
    
    
    2,980
    
    
    
    (227,196
    )
    
    
    1,552Discontinued operations:Income (loss) from discontinued operations, net of tax
    
    
    812
    
    
    
    (7
    )
    
    
    917
    
    
    
    24Net (loss) income
    
    $
    (169,168
    )
    
    
    2,973
    
    
    
    (226,279
    )
    
    
    1,576Basic (loss) earnings per common share:Continuing operations
    
    $
    (8.41
    )
    
    
    0.15
    
    
    
    (11.24
    )
    
    
    0.08Discontinued operations
    
    
    0.04
    
    
    
    
    
    
    
    0.05
    
    
    
    Total basic (loss) earnings per common share
    
    $
    (8.37
    )
    
    
    0.15
    
    
    
    (11.19
    )
    
    
    0.08Basic weighted average shares outstanding
    
    
    20,220
    
    
    
    20,214
    
    
    
    20,218
    
    
    
    20,213Diluted (loss) earnings per common share:Continuing operations
    
    $
    (8.41
    )
    
    
    0.14
    
    
    
    (11.24
    )
    
    
    0.07Discontinued operations
    
    
    0.04
    
    
    
    
    
    
    
    0.05
    
    
    
    Total diluted (loss) earnings per common share
    
    $
    (8.37
    )
    
    
    0.14
    
    
    
    (11.19
    )
    
    
    0.07Diluted weighted average shares outstanding
    
    
    20,220
    
    
    
    20,221
    
    
    
    20,218
    
    
    
    20,219Dividends declared per common share:Class A common stock
    
    $
    
    
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.06Class B common stock
    
    $
    
    
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.06
  3




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Levitt Corporation
Consolidated Statements of Comprehensive (Loss) Income  Unaudited
(In thousands)
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net (loss) income
    
    $
    (169,168
    )
    
    
    2,973
    
    
    
    (226,279
    )
    
    
    1,576Other comprehensive income:Pro-rata share of unrealized (loss) gain
recognized by Bluegreen Corporation on
retained interests in notes receivable sold
    
    
    (499
    )
    
    
    1,384
    
    
    
    (1,038
    )
    
    
    1,009Benefit (provision) for income taxes
    
    
    192
    
    
    
    (534
    )
    
    
    400
    
    
    
    (389
    )Pro-rata share of unrealized (loss) gain
recognized by Bluegreen Corporation on retained
interests in notes receivable sold (net of tax)
    
    
    (307
    )
    
    
    850
    
    
    
    (638
    )
    
    
    620Comprehensive (loss) income
    
    $
    (169,475
    )
    
    
    3,823
    
    
    
    (226,917
    )
    
    
    2,196
  4




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Levitt Corporation
Consolidated Statement of Shareholders Equity  Unaudited
Nine Months Ended September 30, 2007
(In thousands)
 Retained
    
    
    AccumulatedClass A
    
    
    Class B
    
    
    Additional
    
    
    Earnings
    
    
    Compre-Class A
    
    
    Class B
    
    
    Common
    
    
    Common
    
    
    Paid-In
    
    
    (Accumulated
    
    
    hensiveShares
    
    
    Shares
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Deficit)
    
    
    Income
    
    
    TotalBalance at December 31, 2006
    
    
    18,609
    
    
    
    1,219
    
    
    $
    186
    
    
    
    12
    
    
    
    184,401
    
    
    
    156,219
    
    
    
    2,421
    
    
    
    343,239Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (226,279
    )
    
    
    
    
    
    
    (226,279
    )Pro-rata share of unrealized
loss recognized by Bluegreen
on sale of retained
interests, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (638
    )
    
    
    (638
    )Issuance of restricted stock
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of Bluegreen
common stock, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,145
    
    
    
    
    
    
    
    
    
    
    
    1,145Cash dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (396
    )
    
    
    
    
    
    
    (396
    )Tax asset valuation
allowance associated with
Bluegreen capital
transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (513
    )
    
    
    
    
    
    
    
    
    
    
    (513
    )Share based compensation
related to stock options and
restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,615
    
    
    
    
    
    
    
    
    
    
    
    2,615Cumulative
impact of change in accounting for uncertainties in income tax (FIN 48-See
Note 12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260
    
    
    
    
    
    
    
    260Balance at September 30, 2007
    
    
    18,617
    
    
    
    1,219
    
    
    $
    186
    
    
    
    12
    
    
    
    187,648
    
    
    
    (70,196
    )
    
    
    1,783
    
    
    
    119,433
  5




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Levitt Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 Nine Months EndedSeptember 30,2007
    
    
    2006Operating activities:Net (loss) income
    
    $
    (226,279
    )
    
    
    1,576Adjustments to reconcile net (loss) income to net cash
used in operating activities:Depreciation and amortization
    
    
    3,909
    
    
    
    1,516Change in deferred income taxes
    
    
    5,529
    
    
    
    (2,545
    )Earnings from Bluegreen Corporation
    
    
    (7,519
    )
    
    
    (9,026
    )Earnings from unconsolidated trusts
    
    
    (164
    )
    
    
    (122
    )Loss from real estate joint ventures
    
    
    27
    
    
    
    205Share-based compensation expense related to
stock options and restricted stock
    
    
    2,615
    
    
    
    2,428Loss gain on sale of property and equipment
    
    
    
    
    
    
    (1,329
    )Impairment of inventory and long lived assets
    
    
    227,403
    
    
    
    6,049Changes in operating assets and liabilities:Restricted cash
    
    
    1,231
    
    
    
    1,410Inventory of real estate
    
    
    19,629
    
    
    
    (248,089
    )Other assets
    
    
    (2,189
    )
    
    
    4,224Accounts payable, accrued liabilities and other
    
    
    (35,594
    )
    
    
    21,088Customer deposits
    
    
    (23,046
    )
    
    
    2,331Net cash used in operating activities
    
    
    (34,448
    )
    
    
    (220,284
    )Investing activities:Investment in real estate joint ventures
    
    
    (229
    )
    
    
    (465
    )Distributions from real estate joint ventures
    
    
    47
    
    
    
    138Investment in unconsolidated trusts
    
    
    
    
    
    
    (928
    )Distributions from unconsolidated trusts
    
    
    128
    
    
    
    88Proceeds from sale of property and equipment
    
    
    12
    
    
    
    1,943Capital expenditures
    
    
    (34,142
    )
    
    
    (20,410
    )Net cash used in investing activities
    
    
    (34,184
    )
    
    
    (19,634
    )Financing activities:Proceeds from notes and mortgage notes payable
    
    
    214,057
    
    
    
    312,855Proceeds from junior subordinated debentures
    
    
    
    
    
    
    30,928Repayment of notes and mortgage notes payable
    
    
    (156,031
    )
    
    
    (148,531
    )Payments for debt issuance costs
    
    
    (1,656
    )
    
    
    (2,475
    )Cash dividends paid
    
    
    (396
    )
    
    
    (1,190
    )Net cash provided by financing activities
    
    
    55,974
    
    
    
    191,587Decrease in cash and cash equivalents
    
    
    (12,658
    )
    
    
    (48,331
    )Cash and cash equivalents at the beginning of period
    
    
    48,391
    
    
    
    113,562Cash and cash equivalents at end of period
    
    $
    35,733
    
    
    
    65,231
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##### Table of Contents



Levitt Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Nine MonthsEnded September 30,2007
    
    
    2006Supplemental cash flow informationInterest paid on borrowings, net of amounts capitalized
    
    $
    (1,900
    )
    
    
    963Income taxes paid
    
    
    4,556
    
    
    
    16,344Supplemental disclosure of non-cash operating,
investing and financing activities:Change in shareholders equity resulting from pro-rata
share of unrealized (loss) gain recognized by
Bluegreen
on sale of retained interests, net of tax
    
    $
    (638
    )
    
    
    620Change in shareholders equity resulting from the
Bluegreen equity transactions, net of tax
    
    $
    1,145
    
    
    
    113Decrease in inventory from reclassification to property
and equipment
    
    $
    1,148
    
    
    
    7,978Increase in deferred tax liability due to cumulative
impact of change in accounting for uncertainties in
income taxes ( FIN 48  see note 12)
    
    $
    260
    
    
    
    
  7




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##### Table of Contents



Levitt Corporation
Notes to Unaudited Consolidated Financial Statements
 1. Presentation of Interim Financial Statements
     2. Sale of Two Core Communities Commercial Leasing Projects  Discontinued operations
  8




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##### Table of Contents



September 30,
    
    
    December 31,2007
    
    
    2006Property and equipment, net
    
    $
    76,715
    
    
    
    46,298Other assets
    
    
    9,012
    
    
    
    1,724Assets held for sale
    
    $
    85,727
    
    
    
    48,022Accounts payable, accrued liabilities and
other
    
    $
    1,637
    
    
    
    924Notes and mortgage payable
    
    
    64,580
    
    
    
    27,041Liabilities related to assets held for sale
    
    $
    66,217
    
    
    
    27,965
  Three Months Ended
    
    
    Nine Months EndedSeptember 30
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    1,551
    
    
    
    494
    
    
    
    2,910
    
    
    
    1,268Costs and expenses
    
    
    307
    
    
    
    512
    
    
    
    1,491
    
    
    
    1,2531,244
    
    
    
    (18
    )
    
    
    1,419
    
    
    
    15Other Income
    
    
    7
    
    
    
    7
    
    
    
    14
    
    
    
    24Income
(loss) before income taxes
    
    
    1,251
    
    
    
    (11
    )
    
    
    1,433
    
    
    
    39(Provision) benefit for income taxes
    
    
    (439
    )
    
    
    4
    
    
    
    (516
    )
    
    
    (15
    )Net income (loss)
    
    $
    812
    
    
    
    (7
    )
    
    
    917
    
    
    
    24
 9




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##### Table of Contents



3. Stock Based Compensation
     Three months ended September 30,
    
    Nine months ended September 30,2007
    
    2006
    
    2007
    
    2006Expected volatility
    
    
    52.59
    %
    
    
    37.72
    %
    
    
    40.05%-52.59
    %
    
    
    37.37%-37.72
    %Expected dividend yield
    
    
    0.00
    %
    
    
    .50%-.61
    %
    
    
    0.00%-.83
    %
    
    
    .39%-.61
    %Risk-free interest rate
    
    
    4.57
    %
    
    
    4.99%-5.06
    %
    
    
    4.57%-5.14
    %
    
    
    4.99%-5.06
    %Expected life
    
    7.5 years
    
    7.5 years
    
    7.5 years
    
    7.5 yearsForfeiture rate  executives
    
    
    5.0
    %
    
    
    5.0
    %
    
    
    5.0
    %
    
    
    5.0
    %Forfeiture rate  non-executives
    
    
    10.0
    %
    
    
    10.0
    %
    
    
    10.0
    %
    
    
    10.0
    %
   10




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##### Table of Contents



4. Inventory of Real Estate
  September 30,
    
    
    December 31,2007
    
    
    2006Land and land development costs
    
    $
    415,560
    
    
    
    566,459Construction costs
    
    
    85,795
    
    
    
    172,682Capitalized interest
    
    
    44,260
    
    
    
    47,752Other costs
    
    
    34,489
    
    
    
    35,147$
    580,104
    
    
    
    822,040
    Ø
    
    For projects representing land investments, where homebuilding activity has not
yet begun (which consisted of seven projects in the Primary Homebuilding segment),
valuation models were used. Management believes that these
valuation models are the best evidence of fair value and were used as the basis for
the measurement. The projects were
 11




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##### Table of Contents



analyzed and valued from the perspective of what a land developer would pay to
acquire the projects. The analysis included an evaluation of the type of units that
could be constructed and the selling price for such units. The projected land
acquisition price was assumed to be financed with debt amounting to 75% of the
purchase price at interest rates ranging from 10-15%. A 25% internal rate of return was assumed
on the equity portion of the investment. If the suggested project fair value was
lower than the carrying value of the real estate inventory at September 30, 2007, an
impairment charge was recognized to reduce the carrying value of the project to the
fair value.Ø
    
    For projects with homes under construction, where construction had ceased as of
September 30, 2007 (which consisted of twelve projects in the Primary Homebuilding
segment) cash flow models were used. These cash flows were determined based on the
assumption of a third party completing these projects and achieving a reasonable
expected rate of return on this inventory. The related unleveraged cash flow
models projected future revenues and costs-to-complete and the sale of the
remaining inventory based on the current status of each project. Many of these
projects are in the early stages of development and, accordingly, the projections
extend for four to seven years into the future, thereby increasing the inherent
uncertainty in the projections. The cash flows used were updated in the third
quarter of 2007 to reflect current market trends, current pricing strategies and
cancellation trends. If the carrying amount of the project exceeded the present
value of the cash flows from the project discounted using the weighted average cost
of capital, an impairment charge was recognized to reduce the carrying value of the
project to fair market value. Specific assumptions for projected unit sales and
margin percentages in these cash flows include:
 o
    
    A 25% internal rate of return is assumed on the equity
portion of the investment with a weighted average cost of capital of 15.4%;o
    
    for projects with single family or a mix of single
family and townhome products (representing ten projects) the estimated
average future sales prices was based on current sales prices with
significant discounts and incentives continuing through 2009. Discounting
activity is assumed to gradually diminish beginning in the second half of
2009 followed by average sales price increases ranging up to 4% in 2010
through 2012. All sales price increases are assumed to cease after 2012;o
    
    for projects with townhomes (representing two projects)
no sales price increases or elimination of discounts were assumed due to
market saturation in Florida;o
    
    estimated future construction and land development
costs were kept relatively consistent with the level of projected
deliveries throughout the entire project; ando
    
    estimates of average gross margin percentages ranged
between 10% and 17% through 2010 and 17% and 21% in 2011 and beyond
depending on the specific location of the project and the current backlog.
 Ø
    
    Six projects in the Tennessee Homebuilding segment were under a letter of intent
or draft contract at September 30, 2007. The fair value of such projects were
assumed to be the contract price contemplated in the letters of intent or draft
contracts. In calculating the fair market value, the Company estimated selling and
closing costs of 2.5% to sell these properties.Ø
    
    For the remaining 86 lots in backlog at September 30, 2007 in the Tennessee
Homebuilding segment, any lots with projected losses were fully reserved.
  12




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##### Table of Contents



5. Interest
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest incurred to
non-affiliates
    
    $
    13,170
    
    
    
    11,534
    
    
    
    38,837
    
    
    
    29,095Interest capitalized
to inventory
    
    
    (13,170
    )
    
    
    (11,534
    )
    
    
    (38,837
    )
    
    
    (29,095
    )Interest expense, net
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expensed in
cost of sales
    
    $
    7,563
    
    
    
    3,975
    
    
    
    17,550
    
    
    
    9,659
   6. Investment in Bluegreen Corporation
  13




---



##### Table of Contents



Unaudited Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2007
    
    
    2006Total assets
    
    $
    1,001,351
    
    
    
    854,212Total liabilities
    
    $
    605,706
    
    
    
    486,487Minority interest
    
    
    20,013
    
    
    
    14,702Total shareholders equity
    
    
    375,632
    
    
    
    353,023Total liabilities and shareholders equity
    
    $
    1,001,351
    
    
    
    854,212
 Unaudited Condensed Consolidated Statements of Income
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues and other income
    
    $
    206,161
    
    
    
    207,569
    
    
    
    523,943
    
    
    
    519,787Cost and other expenses
    
    
    181,612
    
    
    
    170,134
    
    
    
    480,925
    
    
    
    462,399Income before minority interest and
provision for income taxes
    
    
    24,549
    
    
    
    37,435
    
    
    
    43,018
    
    
    
    57,388Minority interest
    
    
    2,044
    
    
    
    2,241
    
    
    
    5,311
    
    
    
    4,940Income before provision for income
taxes
    
    
    22,505
    
    
    
    35,194
    
    
    
    37,707
    
    
    
    52,448Provision for income taxes
    
    
    (8,552
    )
    
    
    (13,287
    )
    
    
    (14,329
    )
    
    
    (19,930
    )Income before cumulative effect of
change in accounting principle
    
    
    13,953
    
    
    
    21,907
    
    
    
    23,378
    
    
    
    32,518Cumulative effect of change
in accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,678
    )Minority interest in cumulative
effect of
change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,184Net income
    
    $
    13,953
    
    
    
    21,907
    
    
    
    23,378
    
    
    
    28,024
 14




---



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7. Debt
     15




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16




---



##### Table of Contents



8. Commitments and Contingencies
     17




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##### Table of Contents



9. (Loss) earnings per Share
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Basic net (loss) earnings:(Loss) earnings from continuing operations
    
    $
    (169,980
    )
    
    
    2,980
    
    
    
    (227,196
    )
    
    
    1,552Income (loss) from discontinued operations
    
    
    812
    
    
    
    (7
    )
    
    
    917
    
    
    
    24Basic net (loss) earnings
    
    $
    (169,168
    )
    
    
    2,973
    
    
    
    (226,279
    )
    
    
    1,576Diluted net (loss) earnings:(Loss) income from continuing operations  basic
    
    $
    (169,980
    )
    
    
    2,980
    
    
    
    (227,196
    )
    
    
    1,552Pro rata share of the net effect of Bluegreen
dilutive securities
    
    
    (8
    )
    
    
    (66
    )
    
    
    (40
    )
    
    
    (95
    )(Loss) income from continuing operations
    
    $
    (169,988
    )
    
    
    2,914
    
    
    
    (227,236
    )
    
    
    1,457Income
(loss) from discontinued operations
    
    
    812
    
    
    
    (7
    )
    
    
    917
    
    
    
    24Diluted net (loss) earnings
    
    $
    (169,176
    )
    
    
    2,907
    
    
    
    (226,319
    )
    
    
    1,481Denominator:Basic average shares outstanding
    
    
    19,830
    
    
    
    19,824
    
    
    
    19,828
    
    
    
    19,822Bonus adjustment factor from registration rights
offering
    
    
    1.0197
    
    
    
    1.0197
    
    
    
    1.0197
    
    
    
    1.0197Basic average shares outstanding
    
    
    20,220
    
    
    
    20,214
    
    
    
    20,218
    
    
    
    20,213Net effect of stock options assumed to be exercised
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    6Diluted average shares outstanding
    
    
    20,220
    
    
    
    20,221
    
    
    
    20,218
    
    
    
    20,219Basic (loss) earnings per common share:Continuing operations
    
    $
    (8.41
    )
    
    
    0.15
    
    
    
    (11.24
    )
    
    
    0.08Discontinued operations
    
    $
    0.04
    
    
    
    
    
    
    
    0.05
    
    
    
    Total basic (loss) earnings per share
    
    $
    (8.37
    )
    
    
    0.15
    
    
    
    (11.19
    )
    
    
    0.08Diluted (loss) earnings per common shareContinuing operations
    
    $
    (8.41
    )
    
    
    0.14
    
    
    
    (11.24
    )
    
    
    0.07Discontinued operations
    
    $
    0.04
    
    
    
    
    
    
    
    0.05
    
    
    
    Total diluted (loss) earnings per share
    
    $
    (8.37
    )
    
    
    0.14
    
    
    
    (11.19
    )
    
    
    0.07
 18




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##### Table of Contents



10. Dividends
  11. Other Revenues
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Mortgage & title operations
    
    $
    614
    
    
    
    936
    
    
    
    2,213
    
    
    
    2,962Lease/rental income
    
    
    339
    
    
    
    325
    
    
    
    819
    
    
    
    1,121Marketing fees
    
    
    304
    
    
    
    320
    
    
    
    1,400
    
    
    
    919Irrigation revenue
    
    
    192
    
    
    
    201
    
    
    
    631
    
    
    
    513Total other revenues
    
    $
    1,449
    
    
    
    1,782
    
    
    
    5,063
    
    
    
    5,515
 12. Income Taxes
  19




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13. Other Expenses and Interest and Other Income
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Other expensesTitle and mortgage operations
    
    $
    576
    
    
    
    615
    
    
    
    1,471
    
    
    
    1,857Loss on disposal of fixed assets
    
    
    536
    
    
    
    
    
    
    
    536
    
    
    
    Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,307Total other expenses
    
    $
    1,112
    
    
    
    615
    
    
    
    2,007
    
    
    
    3,164Interest and other incomeInterest income
    
    $
    704
    
    
    
    807
    
    
    
    2,115
    
    
    
    2,301Forfeited buyer deposits
    
    
    1,937
    
    
    
    740
    
    
    
    5,835
    
    
    
    832Gain on sale of fixed assets
    
    
    13
    
    
    
    
    
    
    
    25
    
    
    
    1,329Other income
    
    
    455
    
    
    
    1
    
    
    
    768
    
    
    
    87Total interest and other income
    
    $
    3,109
    
    
    
    1,548
    
    
    
    8,743
    
    
    
    4,549
 20




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##### Table of Contents



14. Segment Reporting
    21




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##### Table of Contents



Three Months Ended
    
    Primary
    
    
    Tennessee
    
    
    
    
    
    
    OtherSeptember 30, 2007
    
    Homebuilding
    
    
    Homebuilding
    
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenuesSales of real estate
    
    $
    112,885
    
    
    
    9,339
    
    
    
    757
    
    
    
    
    
    
    
    (157
    )
    
    
    122,824Other revenues
    
    
    614
    
    
    
    
    
    
    
    711
    
    
    
    258
    
    
    
    (134
    )
    
    
    1,449Total revenues
    
    
    113,499
    
    
    
    9,339
    
    
    
    1,468
    
    
    
    258
    
    
    
    (291
    )
    
    
    124,273Costs and expensesCost of sales of real estate
    
    
    247,388
    
    
    
    19,822
    
    
    
    256
    
    
    
    10,259
    
    
    
    (2,385
    )
    
    
    275,340Selling, general and administrative expenses
    
    
    19,252
    
    
    
    1,552
    
    
    
    4,152
    
    
    
    6,776
    
    
    
    (176
    )
    
    
    31,556Interest expense
    
    
    
    
    
    
    
    
    
    
    829
    
    
    
    
    
    
    
    (829
    )
    
    
    Other expenses
    
    
    575
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    1
    
    
    
    1,112Total costs and expenses
    
    
    267,215
    
    
    
    21,374
    
    
    
    5,237
    
    
    
    17,571
    
    
    
    (3,389
    )
    
    
    308,008Earnings from Bluegreen
Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,418
    
    
    
    
    
    
    
    4,418Interest and other income
    
    
    2,274
    
    
    
    25
    
    
    
    1,354
    
    
    
    285
    
    
    
    (829
    )
    
    
    3,109(Loss) income from
continuing operations
before income taxes
    
    
    (151,442
    )
    
    
    (12,010
    )
    
    
    (2,415
    )
    
    
    (12,610
    )
    
    
    2,269
    
    
    
    (176,208
    )Benefit (provision) for
income taxes
    
    
    1,866
    
    
    
    (100
    )
    
    
    728
    
    
    
    4,594
    
    
    
    (860
    )
    
    
    6,228(Loss) income from
continuing operations
    
    
    (149,576
    )
    
    
    (12,110
    )
    
    
    (1,687
    )
    
    
    (8,016
    )
    
    
    1,409
    
    
    
    (169,980
    )Discontinued operations:Income from discontinued
operations, net of tax
    
    
    
    
    
    
    
    
    
    
    812
    
    
    
    
    
    
    
    
    
    
    
    812Net (loss)
income
    
    $
    (149,576
    )
    
    
    (12,110
    )
    
    
    (875
    )
    
    
    (8,016
    )
    
    
    1,409
    
    
    
    (169,168
    )Inventory of real estate
    
    $
    355,349
    
    
    
    32,317
    
    
    
    212,704
    
    
    
    4,507
    
    
    
    (24,773
    )
    
    
    580,104Total assets
    
    $
    405,553
    
    
    
    37,172
    
    
    
    329,538
    
    
    
    146,083
    
    
    
    (17,954
    )
    
    
    900,392Total debt
    
    $
    353,391
    
    
    
    25,086
    
    
    
    131,679
    
    
    
    98,993
    
    
    
    
    
    
    
    609,149Total liabilities
    
    $
    486,493
    
    
    
    44,457
    
    
    
    196,918
    
    
    
    59,458
    
    
    
    (6,367
    )
    
    
    780,959Total shareholders equity (deficit)
    
    $
    (80,940
    )
    
    
    (7,285
    )
    
    
    132,620
    
    
    
    86,625
    
    
    
    (11,587
    )
    
    
    119,433
 22




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##### Table of Contents



Three Months Ended
    
    Primary
    
    
    Tennessee
    
    
    
    
    
    
    OtherSeptember 30, 2006
    
    Homebuilding
    
    
    Homebuilding
    
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenuesSales of real estate
    
    $
    104,538
    
    
    
    18,099
    
    
    
    8,302
    
    
    
    
    
    
    
    
    
    
    
    130,939Other revenues
    
    
    936
    
    
    
    
    
    
    
    543
    
    
    
    325
    
    
    
    (22
    )
    
    
    1,782Total revenues
    
    
    105,474
    
    
    
    18,099
    
    
    
    8,845
    
    
    
    325
    
    
    
    (22
    )
    
    
    132,721Costs and expensesCost of sales of real estate
    
    
    83,062
    
    
    
    16,007
    
    
    
    4,760
    
    
    
    749
    
    
    
    (58
    )
    
    
    104,520Selling, general and
administrative expenses
    
    
    18,599
    
    
    
    2,736
    
    
    
    3,273
    
    
    
    7,070
    
    
    
    
    
    
    
    31,678Other expenses
    
    
    615
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    615Total costs and expenses
    
    
    102,276
    
    
    
    18,743
    
    
    
    8,033
    
    
    
    7,819
    
    
    
    (58
    )
    
    
    136,813Earnings from Bluegreen
Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,923
    
    
    
    
    
    
    
    6,923Interest and other income
    
    
    740
    
    
    
    45
    
    
    
    284
    
    
    
    478
    
    
    
    1
    
    
    
    1,548Income (loss) from
continuing operations
before income taxes
    
    
    3,938
    
    
    
    (599
    )
    
    
    1,096
    
    
    
    (93
    )
    
    
    37
    
    
    
    4,379(Provision) benefit forincome taxes
    
    
    (1,519
    )
    
    
    276
    
    
    
    (427
    )
    
    
    271
    
    
    
    
    
    
    
    (1,399
    )Income (loss) from
continuing operations
    
    
    2,419
    
    
    
    (323
    )
    
    
    669
    
    
    
    178
    
    
    
    37
    
    
    
    2,980Discontinued operations:Loss from discontinued
operations, net of tax
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    (7
    )Net income (loss)
    
    $
    2,419
    
    
    
    (323
    )
    
    
    662
    
    
    
    178
    
    
    
    37
    
    
    
    2,973Inventory of real estate
    
    $
    599,975
    
    
    
    59,662
    
    
    
    183,199
    
    
    
    20,084
    
    
    
    (17,355
    )
    
    
    845,565Total assets
    
    $
    619,715
    
    
    
    62,132
    
    
    
    249,794
    
    
    
    195,791
    
    
    
    (10,836
    )
    
    
    1,116,596Total debt
    
    $
    368,950
    
    
    
    39,304
    
    
    
    66,036
    
    
    
    108,084
    
    
    
    
    
    
    
    582,374Total liabilities
    
    $
    490,523
    
    
    
    56,892
    
    
    
    114,077
    
    
    
    103,316
    
    
    
    (1,544
    )
    
    
    763,264Total shareholders equity
    
    $
    129,192
    
    
    
    5,240
    
    
    
    135,717
    
    
    
    92,475
    
    
    
    (9,292
    )
    
    
    353,332
 23




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##### Table of Contents



Nine Months Ended
    
    Primary
    
    
    Tennessee
    
    
    
    
    
    
    OtherSeptember 30, 2007
    
    Homebuilding
    
    
    Homebuilding
    
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenuesSales of real estate
    
    $
    340,202
    
    
    
    39,844
    
    
    
    3,451
    
    
    
    6,574
    
    
    
    (585
    )
    
    
    389,486Other revenues
    
    
    2,213
    
    
    
    
    
    
    
    2,494
    
    
    
    693
    
    
    
    (337
    )
    
    
    5,063Total revenues
    
    
    342,415
    
    
    
    39,844
    
    
    
    5,945
    
    
    
    7,267
    
    
    
    (922
    )
    
    
    394,549Costs and expensesCost of sales of real estate
    
    
    496,663
    
    
    
    49,156
    
    
    
    811
    
    
    
    16,778
    
    
    
    (3,566
    )
    
    
    559,842Selling, general and
administrative expenses
    
    
    58,348
    
    
    
    5,416
    
    
    
    11,421
    
    
    
    21,940
    
    
    
    (238
    )
    
    
    96,887Interest expense
    
    
    
    
    
    
    
    
    
    
    1,851
    
    
    
    
    
    
    
    (1,851
    )
    
    
    Other expenses
    
    
    1,470
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    1
    
    
    
    2,007Total costs and expenses
    
    
    556,481
    
    
    
    54,572
    
    
    
    14,083
    
    
    
    39,254
    
    
    
    (5,654
    )
    
    
    658,736Earnings from Bluegreen
Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,519
    
    
    
    
    
    
    
    7,519Interest and other income
    
    
    6,475
    
    
    
    77
    
    
    
    3,414
    
    
    
    933
    
    
    
    (2,156
    )
    
    
    8,743(Loss) income from
continuing operations
before income taxes
    
    
    (207,591
    )
    
    
    (14,651
    )
    
    
    (4,724
    )
    
    
    (23,535
    )
    
    
    2,576
    
    
    
    (247,925
    )Benefit (provision) for
income taxes
    
    
    11,680
    
    
    
    824
    
    
    
    1,701
    
    
    
    7,500
    
    
    
    (976
    )
    
    
    20,729(Loss) income from
continuing operations
    
    
    (195,911
    )
    
    
    (13,827
    )
    
    
    (3,023
    )
    
    
    (16,035
    )
    
    
    1,600
    
    
    
    (227,196
    )Discontinued operations:Income from discontinuedoperations, net of tax
    
    
    
    
    
    
    
    
    
    
    917
    
    
    
    
    
    
    
    
    
    
    
    917Net (loss) income
    
    $
    (195,911
    )
    
    
    (13,827
    )
    
    
    (2,106
    )
    
    
    (16,035
    )
    
    
    1,600
    
    
    
    (226,279
    )Inventory of real estate
    
    $
    355,349
    
    
    
    32,317
    
    
    
    212,704
    
    
    
    4,507
    
    
    
    (24,773
    )
    
    
    580,104Total assets
    
    $
    405,553
    
    
    
    37,172
    
    
    
    329,538
    
    
    
    146,083
    
    
    
    (17,954
    )
    
    
    900,392Total debt
    
    $
    353,391
    
    
    
    25,086
    
    
    
    131,679
    
    
    
    98,993
    
    
    
    
    
    
    
    609,149Total liabilities
    
    $
    486,493
    
    
    
    44,457
    
    
    
    196,918
    
    
    
    59,458
    
    
    
    (6,367
    )
    
    
    780,959Total shareholders equity
    
    $
    (80,940
    )
    
    
    (7,285
    )
    
    
    132,620
    
    
    
    86,625
    
    
    
    (11,587
    )
    
    
    119,433
 24




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##### Table of Contents



Nine Months Ended
    
    Primary
    
    
    Tennessee
    
    
    
    
    
    
    OtherSeptember 30, 2006
    
    Homebuilding
    
    
    Homebuilding
    
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenuesSales of real estate
    
    $
    297,670
    
    
    
    59,816
    
    
    
    29,660
    
    
    
    
    
    
    
    (6
    )
    
    
    387,140Other revenues
    
    
    2,962
    
    
    
    
    
    
    
    1,490
    
    
    
    1,121
    
    
    
    (58
    )
    
    
    5,515Total revenues
    
    
    300,632
    
    
    
    59,816
    
    
    
    31,150
    
    
    
    1,121
    
    
    
    (64
    )
    
    
    392,655Costs and expensesCost of sales of real estate
    
    
    235,430
    
    
    
    57,497
    
    
    
    17,497
    
    
    
    2,047
    
    
    
    (243
    )
    
    
    312,228Selling, general and
administrative expenses
    
    
    49,805
    
    
    
    9,670
    
    
    
    8,898
    
    
    
    20,330
    
    
    
    
    
    
    
    88,703Other expenses
    
    
    1,857
    
    
    
    1,307
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,164Total costs and expenses
    
    
    287,092
    
    
    
    68,474
    
    
    
    26,395
    
    
    
    22,377
    
    
    
    (243
    )
    
    
    404,095Earnings from Bluegreen
Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,026
    
    
    
    
    
    
    
    9,026Interest and other income
    
    
    1,107
    
    
    
    103
    
    
    
    2,191
    
    
    
    1,146
    
    
    
    2
    
    
    
    4,549Income (loss) from
continuing operations
before income taxes
    
    
    14,647
    
    
    
    (8,555
    )
    
    
    6,946
    
    
    
    (11,084
    )
    
    
    181
    
    
    
    2,135(Provision) benefit for
income taxes
    
    
    (5,650
    )
    
    
    2,738
    
    
    
    (2,613
    )
    
    
    5,006
    
    
    
    (64
    )
    
    
    (583
    )Income (loss) from
continuing operations
    
    
    8,997
    
    
    
    (5,817
    )
    
    
    4,333
    
    
    
    (6,078
    )
    
    
    117
    
    
    
    1,552Discontinued operations:Income from discontinued
operations, net of tax
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    24Net income (loss)
    
    $
    8,997
    
    
    
    (5,817
    )
    
    
    4,357
    
    
    
    (6,078
    )
    
    
    117
    
    
    
    1,576Inventory of real estate
    
    $
    599,975
    
    
    
    59,662
    
    
    
    183,199
    
    
    
    20,084
    
    
    
    (17,355
    )
    
    
    845,565Total assets
    
    $
    619,715
    
    
    
    62,132
    
    
    
    249,794
    
    
    
    195,791
    
    
    
    (10,836
    )
    
    
    1,116,596Total debt
    
    $
    368,950
    
    
    
    39,304
    
    
    
    66,036
    
    
    
    108,084
    
    
    
    
    
    
    
    582,374Total liabilities
    
    
    490,523
    
    
    
    56,892
    
    
    
    114,077
    
    
    
    103,316
    
    
    
    (1,544
    )
    
    
    763,264Total shareholders equity
    
    $
    129,192
    
    
    
    5,240
    
    
    
    135,717
    
    
    
    92,475
    
    
    
    (9,292
    )
    
    
    353,332
  15. Parent Company Financial Statements
   25




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Unaudited Condensed Statements of Financial Condition
 September 30,
    
    
    December 31,2007
    
    
    2006Total assets
    
    $
    226,971
    
    
    
    454,074Total liabilities
    
    $
    107,538
    
    
    
    110,835Total shareholders equity
    
    
    119,433
    
    
    
    343,239Total liabilities and shareholders equity
    
    $
    226,971
    
    
    
    454,074
 26




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Unaudited Condensed Statements of Operations
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Earnings from Bluegreen Corporation
    
    $
    4,418
    
    
    
    6,923
    
    
    
    7,519
    
    
    
    9,026Loss from real estate joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other revenues
    
    
    284
    
    
    
    439
    
    
    
    928
    
    
    
    1,152Costs and expenses
    
    
    16,274
    
    
    
    7,316
    
    
    
    32,022
    
    
    
    20,716(Loss) income before income taxes
    
    
    (11,572
    )
    
    
    46
    
    
    
    (23,575
    )
    
    
    (10,538
    )Benefit
(provision) for income taxes
    
    
    (4,594
    )
    
    
    (187
    )
    
    
    (7,868
    )
    
    
    (4,765
    )Net (loss)
income before
undistributed earnings from
consolidated subsidiaries
    
    
    (6,978
    )
    
    
    233
    
    
    
    (15,707
    )
    
    
    (5,773
    )(Deficit) 
earnings from
consolidated subsidiaries, net of
income taxes
    
    
    (162,190
    )
    
    
    2,740
    
    
    
    (210,572
    )
    
    
    7,349Net (loss) income
    
    $
    (169,168
    )
    
    
    2,973
    
    
    
    (226,279
    )
    
    
    1,576
  16. Certain Relationships and Related Party Transactions
      27




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17. New Accounting Pronouncements
 Applicability of
the Assessment of a Buyers Continuing Investment under FASB Statement No. 66, Accounting for Sales
of Real Estate , for Sales of Condominiums
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Fair Value Measurements
 18. Subsequent events
 Bankruptcy of Levitt and Sons
   Reorganization Plan
 Chapter 7;
Dismissal of the Bankruptcy Cases
 28




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Accounting Impact
 Subscription rights offering
  Reduction in force
  Acquisition of Carolina Oak Homes, LLC
  29




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  See Executive Overview and Part II. Item 1.
Legal Proceedings.
   30




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Executive Overview
   Levitt and Sons
      31




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Core Communities
    32




---



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ther Operations
   33




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Financial and Non-Financial Metrics
  Critical Accounting Policies and Estimates
  Inventory of real estate
  34




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##### Table of Contents



Ø
    
    For projects representing land investments, where homebuilding activity has not
yet begun (which consisted of seven projects in the Primary Homebuilding segment)
valuation models were used. Management believes that these
valuation models are the best evidence of fair value and were used as the basis for
the measurement. The projects were analyzed and valued from the perspective of
what a land developer would pay to acquire the projects. The analysis included an
evaluation of the type of units that could be constructed and the selling price for
such units. The projected land acquisition price was assumed to be financed with
debt amounting to 75% of the purchase price at interest rates ranging
from 10-15%. A 25%
internal rate of return was assumed on the equity portion of the investment. If
the suggested project fair value was lower than the carrying value of the real
estate inventory at September 30, 2007, an impairment charge was recognized to
reduce the carrying value of the project to the fair value.Ø
    
    For projects with homes under construction, where development had ceased as of
September 30, 2007 (which consisted of twelve projects in the Primary Homebuilding
segment) cash flow models were used. These cash flows were determined based on the
assumption of a third party completing these projects and achieving a reasonable
expected rate of return on this inventory. The related unleveraged cash flow
models projected future revenues and costs-to-complete and the sale of the
remaining inventory based on the current status of each project. Many of these
projects are in the early stages of development and, accordingly, the projections
extend for four to seven years into the future, thereby increasing the inherent
uncertainty in the projections. The cash flows used were updated in the third
quarter of 2007 to reflect current market trends, current pricing strategies and
cancellation trends. If the carrying amount of the project exceeded the present
value of the cash flows from the project discounted using the weighted average cost
of capital, an impairment charge was recognized to reduce the carrying value of the
project to fair market value. Specific assumptions for projected unit sales and
margin percentage in these cash flows include:
 o
    
    A 25% internal rate of return is assumed on the equity
portion of the investment with a weighted average cost of capital of 15.4%;o
    
    for projects with single family or a mix of single
family and townhome products (representing ten projects) the estimated
average future sales prices was based on current sales prices with
significant discounts and incentives continuing through 2009. Discounting
activity is assumed to gradually diminish beginning in the second half of
2009 followed by average sales price increases ranging up to 4% in 2010
through 2012. All sales price increases are assumed to cease after 2012;o
    
    for projects with townhomes (representing two projects)
no sales price increases or elimination of discounts were assumed due to
market saturation in Florida;o
    
    estimated future construction and land development
costs were kept relatively consistent with the level of projected
deliveries throughout the entire project; ando
    
    estimates of average gross margin percentages ranged
between 10% and 17% through 2010 and 17% and 21% in 2011 and beyond
depending on the specific location of the project and the current backlog.
 35




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Ø
    
    Six projects in the Tennessee Homebuilding segment were under a letter of intent
or draft contract at September 30, 2007. The fair value of such projects were
assumed to be the contract price contemplated in the letters of intent or draft
contracts. In calculating the fair market value, we estimated selling and closing
costs of 2.5% to sell these properties.Ø
    
    For the remaining 86 lots in backlog at September 30, 2007 in the Tennessee
Homebuilding segment, any lots with projected losses were fully reserved.
  CONSOLIDATED RESULTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    122,824
    
    
    
    130,939
    
    
    
    (8,115
    )
    
    
    389,486
    
    
    
    387,140
    
    
    
    2,346Other revenues
    
    
    1,449
    
    
    
    1,782
    
    
    
    (333
    )
    
    
    5,063
    
    
    
    5,515
    
    
    
    (452
    )Total revenues
    
    
    124,273
    
    
    
    132,721
    
    
    
    (8,448
    )
    
    
    394,549
    
    
    
    392,655
    
    
    
    1,894Costs and expensesCost of sales of real estate
    
    
    275,340
    
    
    
    104,520
    
    
    
    170,820
    
    
    
    559,842
    
    
    
    312,228
    
    
    
    247,614Selling, general and
administrative expenses
    
    
    31,556
    
    
    
    31,678
    
    
    
    (122
    )
    
    
    96,887
    
    
    
    88,703
    
    
    
    8,184Other expenses
    
    
    1,112
    
    
    
    615
    
    
    
    497
    
    
    
    2,007
    
    
    
    3,164
    
    
    
    (1,157
    )Total costs and expenses
    
    
    308,008
    
    
    
    136,813
    
    
    
    171,195
    
    
    
    658,736
    
    
    
    404,095
    
    
    
    254,641Earnings from Bluegreen
Corporation
    
    
    4,418
    
    
    
    6,923
    
    
    
    (2,505
    )
    
    
    7,519
    
    
    
    9,026
    
    
    
    (1,507
    )Interest and other income
    
    
    3,109
    
    
    
    1,548
    
    
    
    1,561
    
    
    
    8,743
    
    
    
    4,549
    
    
    
    4,194(Loss) income from
continuing operations
before income taxes
    
    
    (176,208
    )
    
    
    4,379
    
    
    
    (180,587
    )
    
    
    (247,925
    )
    
    
    2,135
    
    
    
    (250,060
    )Benefit (provision) for
income taxes
    
    
    6,228
    
    
    
    (1,399
    )
    
    
    7,627
    
    
    
    20,729
    
    
    
    (583
    )
    
    
    21,312(Loss) income from
continuing operations
    
    
    (169,980
    )
    
    
    2,980
    
    
    
    (172,960
    )
    
    
    (227,196
    )
    
    
    1,552
    
    
    
    (228,748
    )Discontinued
operations:Income (loss) from
discontinued operations,
net of tax
    
    
    812
    
    
    
    (7
    )
    
    
    819
    
    
    
    917
    
    
    
    24
    
    
    
    893Net (loss) income
    
    $
    (169,168
    )
    
    
    2,973
    
    
    
    (172,141
    )
    
    
    (226,279
    )
    
    
    1,576
    
    
    
    (227,855
    )
 For the Three Months Ended September 30, 2007 Compared to the Same 2006 Period:
  36




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37




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For the Nine Months Ended September 30, 2007 Compared to the Same 2006 Period:
  38




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39




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40




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PRIMARY HOMEBUILDING DIVISION RESULTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands, except unit information)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    112,885
    
    
    
    104,538
    
    
    
    8,347
    
    
    
    340,202
    
    
    
    297,670
    
    
    
    42,532Other revenues
    
    
    614
    
    
    
    936
    
    
    
    (322
    )
    
    
    2,213
    
    
    
    2,962
    
    
    
    (749
    )Total revenues
    
    
    113,499
    
    
    
    105,474
    
    
    
    8,025
    
    
    
    342,415
    
    
    
    300,632
    
    
    
    41,783Costs and expensesCost of sales of real estate
    
    
    247,388
    
    
    
    83,062
    
    
    
    164,326
    
    
    
    496,663
    
    
    
    235,430
    
    
    
    261,233Selling, general and administrative expenses
    
    
    19,252
    
    
    
    18,599
    
    
    
    653
    
    
    
    58,348
    
    
    
    49,805
    
    
    
    8,543Other expenses
    
    
    575
    
    
    
    615
    
    
    
    (40
    )
    
    
    1,470
    
    
    
    1,857
    
    
    
    (387
    )Total costs and expenses
    
    
    267,215
    
    
    
    102,276
    
    
    
    164,939
    
    
    
    556,481
    
    
    
    287,092
    
    
    
    269,389Interest and other income
    
    
    2,274
    
    
    
    740
    
    
    
    1,534
    
    
    
    6,475
    
    
    
    1,107
    
    
    
    5,368(Loss) income before income taxes
    
    
    (151,442
    )
    
    
    3,938
    
    
    
    (155,380
    )
    
    
    (207,591
    )
    
    
    14,647
    
    
    
    (222,238
    )Benefit (provision) for income taxes
    
    
    1,866
    
    
    
    (1,519
    )
    
    
    3,385
    
    
    
    11,680
    
    
    
    (5,650
    )
    
    
    17,330Net (loss) income
    
    $
    (149,576
    )
    
    
    2,419
    
    
    
    (151,995
    )
    
    
    (195,911
    )
    
    
    8,997
    
    
    
    (204,908
    )Homes delivered (units)
    
    
    332
    
    
    
    324
    
    
    
    8
    
    
    
    982
    
    
    
    958
    
    
    
    24Construction starts (units)
    
    
    181
    
    
    
    432
    
    
    
    (251
    )
    
    
    558
    
    
    
    1,218
    
    
    
    (660
    )Average selling price of homes
delivered
    
    $
    316
    
    
    
    323
    
    
    
    (7
    )
    
    
    338
    
    
    
    311
    
    
    
    27Margin percentage
    
    
    (119.2
    %)
    
    
    20.5
    %
    
    
    (139.7
    %)
    
    
    (46.0
    %)
    
    
    20.9
    %
    
    
    (66.9
    %)Gross orders (units)
    
    
    159
    
    
    
    215
    
    
    
    (56
    )
    
    
    753
    
    
    
    969
    
    
    
    (216
    )Gross orders (value)
    
    $
    47,037
    
    
    
    68,497
    
    
    
    (21,460
    )
    
    
    219,687
    
    
    
    312,024
    
    
    
    (92,337
    )Cancellations (units)
    
    
    102
    
    
    
    81
    
    
    
    21
    
    
    
    352
    
    
    
    166
    
    
    
    186Net orders (units)
    
    
    57
    
    
    
    134
    
    
    
    (77
    )
    
    
    401
    
    
    
    803
    
    
    
    (402
    )Backlog of homes (units)
    
    
    545
    
    
    
    1,444
    
    
    
    (899
    )
    
    
    545
    
    
    
    1,444
    
    
    
    (899
    )Backlog of homes (value)
    
    $
    179,796
    
    
    
    521,844
    
    
    
    (342,048
    )
    
    
    179,796
    
    
    
    521,844
    
    
    
    (342,048
    )
 For the Three Months Ended September 30, 2007 Compared to the Same 2006 Period:
   41




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42




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Nine Months Ended September 30, 2007 Compared to the Same 2006 Period:
        43




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TENNESSEE HOMEBUILDING DIVISION RESULTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands, except unit information)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    9,339
    
    
    
    18,099
    
    
    
    (8,760
    )
    
    
    39,844
    
    
    
    59,816
    
    
    
    (19,972
    )Total revenues
    
    
    9,339
    
    
    
    18,099
    
    
    
    (8,760
    )
    
    
    39,844
    
    
    
    59,816
    
    
    
    (19,972
    )Costs and expensesCost of sales of real estate
    
    
    19,822
    
    
    
    16,007
    
    
    
    3,815
    
    
    
    49,156
    
    
    
    57,497
    
    
    
    (8,341
    )Selling, general and administrative expenses
    
    
    1,552
    
    
    
    2,736
    
    
    
    (1,184
    )
    
    
    5,416
    
    
    
    9,670
    
    
    
    (4,254
    )Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,307
    
    
    
    (1,307
    )Total costs and expenses
    
    
    21,374
    
    
    
    18,743
    
    
    
    2,631
    
    
    
    54,572
    
    
    
    68,474
    
    
    
    (13,902
    )Interest and other income
    
    
    25
    
    
    
    45
    
    
    
    (20
    )
    
    
    77
    
    
    
    103
    
    
    
    (26
    )Loss before income taxes
    
    
    (12,010
    )
    
    
    (599
    )
    
    
    (11,411
    )
    
    
    (14,651
    )
    
    
    (8,555
    )
    
    
    (6,096
    )(Provision) benefit for income taxes
    
    
    (100
    )
    
    
    276
    
    
    
    (376
    )
    
    
    824
    
    
    
    2,738
    
    
    
    (1,914
    )Net loss
    
    $
    (12,110
    )
    
    
    (323
    )
    
    
    (11,787
    )
    
    
    (13,827
    )
    
    
    (5,817
    )
    
    
    (8,010
    )Homes delivered (units)
    
    
    43
    
    
    
    79
    
    
    
    (36
    )
    
    
    134
    
    
    
    276
    
    
    
    (142
    )Construction starts (units)
    
    
    55
    
    
    
    51
    
    
    
    4
    
    
    
    167
    
    
    
    187
    
    
    
    (20
    )Average selling price of homes
delivered
    
    $
    196
    
    
    
    229
    
    
    
    (33
    )
    
    
    207
    
    
    
    217
    
    
    
    (10
    )Margin percentage
    
    
    (112.2
    %)
    
    
    11.6
    %
    
    
    (123.8
    %)
    
    
    (23.4
    %)
    
    
    3.9
    %
    
    
    (27.2
    %)Gross orders (units)
    
    
    47
    
    
    
    93
    
    
    
    (46
    )
    
    
    216
    
    
    
    347
    
    
    
    (131
    )Gross orders (value)
    
    $
    10,649
    
    
    
    19,535
    
    
    
    (8,886
    )
    
    
    47,283
    
    
    
    70,892
    
    
    
    (23,609
    )Cancellations (units)
    
    
    55
    
    
    
    31
    
    
    
    24
    
    
    
    118
    
    
    
    116
    
    
    
    2Net orders (units)
    
    
    (8
    )
    
    
    62
    
    
    
    (70
    )
    
    
    98
    
    
    
    231
    
    
    
    (133
    )Backlog of homes (units)
    
    
    86
    
    
    
    148
    
    
    
    (62
    )
    
    
    86
    
    
    
    148
    
    
    
    (62
    )Backlog of homes (value)
    
    $
    17,608
    
    
    
    32,745
    
    
    
    (15,137
    )
    
    
    17,608
    
    
    
    32,745
    
    
    
    (15,137
    )
 For the Three Months Ended September 30, 2007 Compared to the Same 2006 Period:
  44




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For the Nine Months Ended September 30, 2007 Compared to the Same 2006 Period:
  45




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LAND DIVISION RESULTS OF OPERATIONS
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands, except acresinformation)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    757
    
    
    
    8,302
    
    
    
    (7,545
    )
    
    
    3,451
    
    
    
    29,660
    
    
    
    (26,209
    )Other revenues
    
    
    711
    
    
    
    543
    
    
    
    168
    
    
    
    2,494
    
    
    
    1,490
    
    
    
    1,004Total revenues
    
    
    1,468
    
    
    
    8,845
    
    
    
    (7,377
    )
    
    
    5,945
    
    
    
    31,150
    
    
    
    (25,205
    )Costs and expensesCost of sales of real estate
    
    
    256
    
    
    
    4,760
    
    
    
    (4,504
    )
    
    
    811
    
    
    
    17,497
    
    
    
    (16,686
    )Selling, general and
administrative expenses
    
    
    4,152
    
    
    
    3,273
    
    
    
    879
    
    
    
    11,421
    
    
    
    8,898
    
    
    
    2,523Interest expense
    
    
    829
    
    
    
    
    
    
    
    829
    
    
    
    1,851
    
    
    
    
    
    
    
    1,851Total costs and expenses
    
    
    5,237
    
    
    
    8,033
    
    
    
    (2,796
    )
    
    
    14,083
    
    
    
    26,395
    
    
    
    (12,312
    )Interest and other income
    
    
    1,354
    
    
    
    284
    
    
    
    1,070
    
    
    
    3,414
    
    
    
    2,191
    
    
    
    1,223(Loss) income from
continuing operations
before income taxes
    
    
    (2,415
    )
    
    
    1,096
    
    
    
    (3,511
    )
    
    
    (4,724
    )
    
    
    6,946
    
    
    
    (11,670
    )Benefit (provision) for
income taxes
    
    
    728
    
    
    
    (427
    )
    
    
    1,155
    
    
    
    1,701
    
    
    
    (2,613
    )
    
    
    4,314(Loss) income from
continuing operations
    
    
    (1,687
    )
    
    
    669
    
    
    
    (2,356
    )
    
    
    (3,023
    )
    
    
    4,333
    
    
    
    (7,356
    )Discontinued
operations:Income (loss) from
discontinued operations,
net of tax
    
    
    812
    
    
    
    (7
    )
    
    
    819
    
    
    
    917
    
    
    
    24
    
    
    
    893Net (loss) income
    
    $
    (875
    )
    
    
    662
    
    
    
    (1,537
    )
    
    
    (2,106
    )
    
    
    4,357
    
    
    
    (6,463
    )Acres sold
    
    
    1
    
    
    
    29
    
    
    
    (28
    )
    
    
    2
    
    
    
    134
    
    
    
    (132
    )Margin percentage
    
    
    66.2
    %
    
    
    42.7
    %
    
    
    23.5
    %
    
    
    76.5
    %
    
    
    41.0
    %
    
    
    35.5
    %Unsold saleable acres (a)
    
    
    6,717
    
    
    
    7,109
    
    
    
    (392
    )
    
    
    6,717
    
    
    
    7,109
    
    
    
    (392
    )Acres subject to sales
contracts  third parties
    
    
    291
    
    
    
    69
    
    
    
    222
    
    
    
    291
    
    
    
    69
    
    
    
    222Aggregate sales price of
acres subject to sales
contracts to third parties
    
    $
    92,451
    
    
    
    20,281
    
    
    
    72,170
    
    
    
    92,451
    
    
    
    20,281
    
    
    
    72,170
 
 (a)
    
    Includes approximately 62 acres related to assets held for sale as of September 30, 2007 For the Three Months Ended September 30, 2007 Compared to the Same 2006 Period:
  47




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For the Nine Months Ended September 30, 2007 Compared to the Same 2006 Period:
         49




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OTHER OPERATIONS RESULTS OF OPERATIONS
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    6,574
    
    
    
    
    
    
    
    6,574Other revenues
    
    
    258
    
    
    
    325
    
    
    
    (67
    )
    
    
    693
    
    
    
    1,121
    
    
    
    (428
    )Total revenues
    
    
    258
    
    
    
    325
    
    
    
    (67
    )
    
    
    7,267
    
    
    
    1,121
    
    
    
    6,146Costs and expensesCost of sales of real estate
    
    
    10,259
    
    
    
    749
    
    
    
    9,510
    
    
    
    16,778
    
    
    
    2,047
    
    
    
    14,731Selling, general and administrative expenses
    
    
    6,776
    
    
    
    7,070
    
    
    
    (294
    )
    
    
    21,940
    
    
    
    20,330
    
    
    
    1,610Other expenses
    
    
    536
    
    
    
    
    
    
    
    536
    
    
    
    536
    
    
    
    
    
    
    
    536Total costs and expenses
    
    
    17,571
    
    
    
    7,819
    
    
    
    9,752
    
    
    
    39,254
    
    
    
    22,377
    
    
    
    16,877Earnings from Bluegreen Corporation
    
    
    4,418
    
    
    
    6,923
    
    
    
    (2,505
    )
    
    
    7,519
    
    
    
    9,026
    
    
    
    (1,507
    )Interest and other income
    
    
    285
    
    
    
    478
    
    
    
    (193
    )
    
    
    933
    
    
    
    1,146
    
    
    
    (213
    )Loss before income taxes
    
    
    (12,610
    )
    
    
    (93
    )
    
    
    (12,517
    )
    
    
    (23,535
    )
    
    
    (11,084
    )
    
    
    (12,451
    )Benefit for income taxes
    
    
    4,594
    
    
    
    271
    
    
    
    4,323
    
    
    
    7,500
    
    
    
    5,006
    
    
    
    2,494Net (loss) income
    
    $
    (8,016
    )
    
    
    178
    
    
    
    (8,194
    )
    
    
    (16,035
    )
    
    
    (6,078
    )
    
    
    (9,957
    )
  For the Three Months Ended September 30, 2007 Compared to the Same 2006 Period:
   50




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Nine Months Ended September 30, 2007 Compared to the Same 2006 Period:
    51




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FINANCIAL CONDITION
 September 30, 2007 compared to December 31, 2006
   
    
    a net decrease in cash and cash equivalents of $12.6 million, which resulted from
cash used in operations of $34.5 million, cash used in investing activities of $34.2
million offset by an increase in cash provided by financing activities of $56.0
million;
    
    a net decrease in inventory of real estate of approximately $241.9 million primarily
due to impairment charges of approximately $226.9 million;
    
    an increase of $3.2 million in property and equipment associated with increased
investment in commercial properties under construction at Core Communities;
    
    an increase of $37.7 million in assets held for sale related to the development of
two commercial projects which were previously included in property and equipment; and
    
    an increase in other assets of $16.3 million related to current and deferred taxes
from operating losses at Levitt and Sons partially offset by payment received on notes
receivable related to land sales.
   
    
    a net increase in notes and mortgage notes payable of $20.5 million, primarily
related to project debt associated with 2006 land acquisitions and land development
activities;
    
    a decrease of $23.1 million in customer deposits reflecting the decline in customer
backlog;
    
    an increase of $1.8 million in accounts payable and accrued liabilities, relating to
accruals for certain construction related activity, and the timing of invoices
processed; and
    
    an increase of $38.3 million in liabilities related to assets held for sale.
 LIQUIDITY AND CAPITAL RESOURCES
   Levitt Corporation (Parent level)
  53




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Core Communities
   54




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##### Table of Contents



Levitt and Sons
      Facility Size
    
    Type
    

Lender
    
    Balance at 9/30/07$30.0 Million
    
    Acquisition, Development & Construction
    
    Wachovia
    
    $9.5 million$12.0 Million
    
    Construction
    
    Ohio Savings
    
    $1.1 million$26.5 Million
    
    Acquisition, Development & Construction
    
    Wachovia
    
    $8.6 million$125.0 Million
    
    Acquisition, Development & Construction
    
    Key Bank
    
    $95.2 million$125.0 Million
    
    Acquisition, Development & Construction
    
    Bank of America
    
    $102.5 million$75.0 Million
    
    Acquisition, Development & Construction
    
    Regions
    
    $24.4 million$125.0 Million
    
    Acquisition, Development & Construction
    
    Wachovia
    
    $102.4 million
   55




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Off Balance Sheet Arrangements and Contractual Obligations
    Payments due by periodLess than
    
    
    2 - 3
    
    
    4 - 5
    
    
    More thanCategory (2)
    
    Total
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsLong-term debt obligations (1)
    
    $
    230,673
    
    
    
    3,960
    
    
    
    38,736
    
    
    
    79,863
    
    
    
    108,114Operating lease obligations
    
    
    4,393
    
    
    
    1,133
    
    
    
    1,390
    
    
    
    557
    
    
    
    1,313Purchase Obligations
    
    
    14,220
    
    
    
    14,220
    
    
    
    
    
    
    
    
    
    
    
    Total Obligations
    
    $
    249,286
    
    
    
    19,313
    
    
    
    40,126
    
    
    
    80,420
    
    
    
    109,427
 
 (1)
    
    Amounts exclude interest because terms of repayment are based on construction activity
and sales volume. In addition, a large portion of our debt is based on variable rates.(2)
    
    These amounts represent scheduled principal payments and some of those borrowings
require the repayment of specified amounts upon a sale of portions of the property securing
those obligations.   56




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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   NEW ACCOUNTING PRONOUNCEMENTS.
  57




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Item 4. CONTROLS AND PROCEDURES
     58




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PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
 Bankruptcy of Levitt and Sons
   Reorganization Plan
 Chapter 7; Dismissal of the Bankruptcy Cases.
  Accounting Impact
 59




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##### Table of Contents



Item 1A. RISK FACTORS
  Levitt Corporation and Levitt and Sons are subject to various risks associated with Levitt and
Sons bankruptcy filing.
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 Election of Directors
  Nominee
    
    For
    
    
    WithheldS. Lawrence Kahn
    
    
    29,640,371
    
    
    
    4,114,498Joel Levy
    
    
    29,568,807
    
    
    
    4,186,062William Scherer
    
    
    29,565,837
    
    
    
    4,189,032
  Approval of Increase in Authorized shares of Common stock
  For
    
    Against
    
    Abstain20,915,265
    
    8,396,892
    
    813,880
 60




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##### Table of Contents



Item 6. Exhibits
  Exhibit 10.11*
    
    Revolving working capital, land acquisition and development and
residential construction borrowing base facility agreement dated March
21, 2007, by and among Levitt and Sons, LLC and Ohio Savings Bank.Exhibit 10.12*
    
    Assumption and Modification of March 21, 2007 Note and Loan Agreement,
by and among Levitt and Sons, LLC, Levitt Corporation and AmTrust Bank,
f/k/a Ohio Savings Bank dated October 25, 2007.Exhibit 31.1*
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 31.2*
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 31.3*
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 32.1**
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.Exhibit 32.2**
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.Exhibit 32.3**
    
    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 61




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LEVITT CORPORATIONDate: November 9, 2007
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive Officer Date: November 9, 2007
    By:
    /s/  George P. ScanlonGeorge P. Scanlon, Executive Vice President,Chief Financial Officer Date: November 9, 2007
    By:
    /s/  Jeanne T. PraytherJeanne T. Prayther, Chief Accounting Officer 62