##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarter Ended September 30, 2005
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number
001-31931
 Levitt Corporation
  Florida
    
    11-3675068(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2100 West Cypress Creek RoadFt. Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
 (954) 940-4950
  þ o
  þ o
  o þ
  Class of Common Stock
    
    Shares OutstandingClass A common stock, $0.01 par value
    
    
    18,604,053Class B common stock, $0.01 par value
    
    
    1,219,031




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PART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Consolidated Statements of Financial Condition as of September 30,
2005 and December 31, 2004  UnauditedConsolidated Statements of Income for the three and nine months
ended September 30, 2005 and 2004  UnauditedConsolidated Statements of Comprehensive Income for the three and
nine months ended September 30, 2005 and 2004  UnauditedConsolidated Statement of Shareholders Equity for the nine months
ended September 30, 2005  UnauditedConsolidated Statements of Cash Flows for the nine months ended
September 30, 2005 and 2004  UnauditedNotes to Unaudited Consolidated Financial Statements for the three
and nine months ended September 30, 2005 and 2004Item 2. Managements Discussion and Analysis of Financial Condition and
Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPART II. OTHER INFORMATIONItem 1. Legal ProceedingsItem 6. ExhibitsSIGNATURESSection 302 Chief Executive Officer CertificationSection 302 Chief Financial Officer CertificationSection 906 Chief Executive Officer CertificationSection 906 Chief Financial Officer Certification
  2




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##### Table of Contents



Levitt Corporation
 
 Consolidated Statements of Financial Condition  Unaudited
 (In thousands, except share data)
 September 30,
    
    
    December 31,2005
    
    
    2004AssetsCash and cash equivalents
    
    $
    97,174
    
    
    
    125,522Restricted cash
    
    
    1,089
    
    
    
    2,017Inventory of real estate
    
    
    525,303
    
    
    
    413,471Investment in Bluegreen Corporation
    
    
    93,747
    
    
    
    80,572Property and equipment, net
    
    
    40,050
    
    
    
    31,137Other assets
    
    
    29,571
    
    
    
    25,748Total assets
    
    $
    786,934
    
    
    
    678,467Liabilities and Shareholders EquityAccounts payable and accrued liabilities
    
    $
    70,699
    
    
    
    66,271Customer deposits
    
    
    44,939
    
    
    
    43,022Current income tax payable
    
    
    9,335
    
    
    
    4,314Notes and mortgage notes payable
    
    
    260,758
    
    
    
    221,605Notes and mortgage notes payable to affiliates
    
    
    1,113
    
    
    
    46,621Junior subordinated debentures
    
    
    54,124
    
    
    
    Deferred tax liability, net
    
    
    5,513
    
    
    
    1,845Total liabilities
    
    
    446,481
    
    
    
    383,678Shareholders equity: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: 50,000,000 shares
Issued and outstanding: 18,604,053, and 18,597,166 shares, respectively
    
    
    186
    
    
    
    186Class B Common Stock, $0.01 par value
Authorized: 10,000,000 shares
Issued and outstanding: 1,219,031 and 1,219,031 shares, respectively
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    180,964
    
    
    
    180,790Unearned compensation
    
    
    (165
    )
    
    
    Retained earnings
    
    
    159,033
    
    
    
    113,643Accumulated other comprehensive income
    
    
    423
    
    
    
    158Total shareholders equity
    
    
    340,453
    
    
    
    294,789Total liabilities and shareholders equity
    
    $
    786,934
    
    
    
    678,467
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Levitt Corporation
 
 Consolidated
Statements of Income  Unaudited
 (In thousands, except per share data)
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Sales of real estate
    
    $
    128,520
    
    
    
    132,893
    
    
    
    434,480
    
    
    
    373,946Title and mortgage operations
    
    
    962
    
    
    
    1,164
    
    
    
    2,857
    
    
    
    3,473Total revenues
    
    
    129,482
    
    
    
    134,057
    
    
    
    437,337
    
    
    
    377,419Costs and expenses:Cost of sales of real estate
    
    
    98,455
    
    
    
    98,513
    
    
    
    313,591
    
    
    
    275,854Selling, general and administrative expenses
    
    
    20,070
    
    
    
    17,298
    
    
    
    62,675
    
    
    
    50,233Other expenses
    
    
    1,448
    
    
    
    3,722
    
    
    
    3,390
    
    
    
    5,198Total costs and expenses
    
    
    119,973
    
    
    
    119,533
    
    
    
    379,656
    
    
    
    331,285Earnings from Bluegreen Corporation
    
    
    5,951
    
    
    
    5,790
    
    
    
    12,818
    
    
    
    10,651Earnings (loss) from real estate joint ventures
    
    
    (207
    )
    
    
    (25
    )
    
    
    (75
    )
    
    
    5,712Interest and other income
    
    
    1,924
    
    
    
    1,979
    
    
    
    4,699
    
    
    
    3,306Income before income taxes
    
    
    17,177
    
    
    
    22,268
    
    
    
    75,123
    
    
    
    65,803Provision for income taxes
    
    
    6,469
    
    
    
    8,608
    
    
    
    28,545
    
    
    
    25,401Net income
    
    $
    10,708
    
    
    
    13,660
    
    
    
    46,578
    
    
    
    40,402Earnings per common share:Basic
    
    $
    0.54
    
    
    
    0.69
    
    
    
    2.35
    
    
    
    2.23Diluted
    
    $
    0.53
    
    
    
    0.66
    
    
    
    2.32
    
    
    
    2.18Weighted average common shares outstanding:Basic
    
    
    19,817
    
    
    
    19,816
    
    
    
    19,816
    
    
    
    18,083Diluted
    
    
    19,944
    
    
    
    19,872
    
    
    
    19,953
    
    
    
    18,127Cash dividends per common share:Class A common stock
    
    $
    .02
    
    
    
    .02
    
    
    
    .06
    
    
    
    .02Class B common stock
    
    $
    .02
    
    
    
    .02
    
    
    
    .06
    
    
    
    .02
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Levitt Corporation
 
 Consolidated
Statements of Comprehensive Income  Unaudited
 (In thousands)
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income
    
    $
    10,708
    
    
    
    13,660
    
    
    
    46,578
    
    
    
    40,402Other comprehensive income:Pro-rata share of unrealized gain (loss)
recognized by Bluegreen Corporation on
retained
interests in notes receivable sold, net of tax
    
    
    113
    
    
    
    (211
    )
    
    
    265
    
    
    
    (197
    )Comprehensive income
    
    $
    10,821
    
    
    
    13,449
    
    
    
    46,843
    
    
    
    40,205
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Levitt Corporation
 
 Consolidated Statement of Shareholders Equity  Unaudited
 Nine Months Ended September 30, 2005
 (In thousands)
 AccumulatedClass A
    
    
    Class B
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    Compre-Common
    
    
    Common
    
    
    Paid-In
    
    
    Retained
    
    
    Unearned
    
    
    hensiveStock
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Compensation
    
    
    Income
    
    
    TotalBalance at December 31, 2004
    
    $
    186
    
    
    
    12
    
    
    
    180,790
    
    
    
    113,643
    
    
    
    
    
    
    
    158
    
    
    
    294,789Issuance of Restricted Common Stock
    
    
    
    
    
    
    
    
    
    
    219
    
    
    
    
    
    
    
    (219
    )
    
    
    
    
    
    
    Amortization of unearned compensation on restricted stock grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    54Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,578
    
    
    
    
    
    
    
    
    
    
    
    46,578Pro-rata share of unrealized gain
recognized by Bluegreen on sale
of retained interests, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    265
    
    
    
    265Issuance of Bluegreen common
stock, net of tax
    
    
    
    
    
    
    
    
    
    
    (45
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45
    )Cash dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,188
    )
    
    
    
    
    
    
    
    
    
    
    (1,188
    )Balance at September 30, 2005
    
    $
    186
    
    
    
    12
    
    
    
    180,964
    
    
    
    159,033
    
    
    
    (165
    )
    
    
    423
    
    
    
    340,453
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Levitt Corporation
 
 Consolidated Statements of Cash Flows  Unaudited
 (In thousands)
 Nine Months EndedSeptember 30,2005
    
    
    2004Operating activities:Net income
    
    $
    46,578
    
    
    
    40,402Adjustments to reconcile net income to net cash
used in operating activities:Depreciation and amortization
    
    
    1,348
    
    
    
    439Change in deferred income taxes
    
    
    3,532
    
    
    
    5,049Earnings from Bluegreen Corporation
    
    
    (12,818
    )
    
    
    (10,651
    )Earnings from unconsolidated trusts
    
    
    (61
    )
    
    
    Earnings from real estate joint ventures
    
    
    75
    
    
    
    (5,712
    )Changes in operating assets and liabilities:
    
    
    
    
    
    
    Restricted cash
    
    
    928
    
    
    
    859Inventory of real estate
    
    
    (111,832
    )
    
    
    (145,445
    )Other assets
    
    
    (502
    )
    
    
    (4,294
    )Accounts payable, accrued expenses and other liabilities
    
    
    11,365
    
    
    
    13,656Net cash used in operating activities
    
    
    (61,387
    )
    
    
    (105,697
    )Investing activities:Investment in real estate joint ventures
    
    
    (25
    )
    
    
    (127
    )Distributions from real estate joint ventures
    
    
    379
    
    
    
    8,464Partial sale of joint venture interest
    
    
    
    
    
    
    340Investment in unconsolidated trusts
    
    
    (1,624
    )
    
    
    Distributions from unconsolidated trusts
    
    
    67
    
    
    
    Purchase of Bowden Building Corporation, net of cash received
    
    
    
    
    
    
    (6,109
    )Additions to property and equipment
    
    
    (10,193
    )
    
    
    (6,991
    )Net cash used in investing activities
    
    
    (11,396
    )
    
    
    (4,423
    )Financing activities:Proceeds from notes and mortgage notes payable
    
    
    205,730
    
    
    
    240,878Proceeds from notes and mortgage notes payable to affiliates
    
    
    9,767
    
    
    
    26,482Proceeds from junior subordinated debentures
    
    
    54,124
    
    
    
    Repayment of notes and mortgage notes payable
    
    
    (166,577
    )
    
    
    (158,451
    )Repayment of notes and mortgage notes payable to affiliates
    
    
    (55,275
    )
    
    
    (38,972
    )Repayment of development bonds payable
    
    
    
    
    
    
    (409
    )Payments for debt issuance costs
    
    
    (2,146
    )
    
    
    Proceeds from issuance of common stock, net of issuance costs
    
    
    
    
    
    
    114,769Cash dividends paid
    
    
    (1,188
    )
    
    
    (396
    )Net cash provided by financing activities
    
    
    44,435
    
    
    
    183,901(Decrease) increase in cash and cash equivalents
    
    
    (28,348
    )
    
    
    73,781Cash and cash equivalents at the beginning of period
    
    
    125,522
    
    
    
    35,965Cash and cash equivalents at end of period
    
    $
    97,174
    
    
    
    109,746
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Levitt Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 Nine Months EndedSeptember 30,2005
    
    2004Supplemental cash flow informationInterest paid on borrowings, net of amounts capitalized
    
    $
    (725
    )
    
    
    (13
    )Income taxes paid
    
    
    19,214
    
    
    
    21,921Supplemental disclosure of non-cash operating,
investing and financing activities:Increase in joint venture investment resulting from
unrealized gain on non-monetary exchange
    
    
    
    
    
    
    409Fair value of assets acquired from acquisition of
Bowden
Building Corporation, net of cash acquired of $1,335
    
    
    
    
    
    
    26,696Fair value of liabilities assumed from acquisition of
Bowden Building Corporation
    
    
    
    
    
    
    20,587
  8




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Levitt Corporation
 
 Notes to Unaudited Consolidated Financial Statements
 1. Presentation of Interim Financial Statements
   2. Stock Based Compensation
 Accounting for Stock Issued to Employees
 9




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Accounting for Stock-Based
Compensation Accounting for
Stock-Based Compensation  Transition and
Disclosure
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Pro forma net incomeNet income, as reported
    
    $
    10,708
    
    
    
    13,660
    
    
    
    46,578
    
    
    
    40,402Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related income tax effect
    
    
    (369
    )
    
    
    (149
    )
    
    
    (675
    )
    
    
    (748
    )Pro forma net income
    
    $
    10,339
    
    
    
    13,511
    
    
    
    45,903
    
    
    
    39,654Basic earnings per share:As reported
    
    $
    0.54
    
    
    
    0.69
    
    
    
    2.35
    
    
    
    2.23Pro forma
    
    $
    0.52
    
    
    
    0.68
    
    
    
    2.32
    
    
    
    2.19Diluted earnings per share:As reported
    
    $
    0.53
    
    
    
    0.66
    
    
    
    2.32
    
    
    
    2.18Pro forma
    
    $
    0.51
    
    
    
    0.66
    
    
    
    2.29
    
    
    
    2.14
  Expected volatility
    
    37.99%  50.35%Expected dividend yield
    
    0.00%  0.33%Risk-free interest rate
    
    4.02%  4.40%Expected life
    
    7  10 years
  10




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##### Table of Contents



3. Inventory of Real Estate
  September 30,
    
    
    December 31,2005
    
    
    2004Land and land development costs
    
    $
    415,126
    
    
    
    291,721Construction costs
    
    
    79,928
    
    
    
    100,129Capitalized interest
    
    
    15,990
    
    
    
    10,803Other costs
    
    
    14,259
    
    
    
    10,818$
    525,303
    
    
    
    413,471
 4. Interest
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Interest incurred to non-affiliates
    
    $
    4,899
    
    
    
    2,479
    
    
    
    11,674
    
    
    
    5,660Interest incurred to affiliates
    
    
    60
    
    
    
    584
    
    
    
    880
    
    
    
    1,779Interest capitalized
    
    
    (4,959
    )
    
    
    (2,885
    )
    
    
    (12,554
    )
    
    
    (7,203
    )Interest expense, net
    
    $
    
    
    
    
    178
    
    
    
    
    
    
    
    236Interest expensed in cost of sales
    
    $
    2,078
    
    
    
    2,306
    
    
    
    7,367
    
    
    
    6,885
 5. Investment in Bluegreen Corporation
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Unaudited Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2005
    
    
    2004Total assets
    
    $
    690,915
    
    
    
    634,809Total liabilities
    
    $
    374,751
    
    
    
    363,933Minority interest
    
    
    9,314
    
    
    
    6,009Total shareholders equity
    
    
    306,850
    
    
    
    264,867Total liabilities and shareholders equity
    
    $
    690,915
    
    
    
    634,809
 Unaudited Condensed Consolidated Statements of Income
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues and other income
    
    $
    198,448
    
    
    
    190,141
    
    
    
    513,766
    
    
    
    449,260Cost and other expenses
    
    
    166,514
    
    
    
    163,264
    
    
    
    446,320
    
    
    
    397,608Income before minority interest and
provision for income taxes
    
    
    31,934
    
    
    
    26,877
    
    
    
    67,446
    
    
    
    51,652Minority interest
    
    
    1,584
    
    
    
    360
    
    
    
    3,305
    
    
    
    2,692Income before provision for income taxes
    
    
    30,350
    
    
    
    26,517
    
    
    
    64,141
    
    
    
    48,960Provision for income taxes
    
    
    11,685
    
    
    
    10,208
    
    
    
    24,694
    
    
    
    18,849Net income
    
    $
    18,665
    
    
    
    16,309
    
    
    
    39,447
    
    
    
    30,111
 6. Debt
   12




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7. Commitments and Contingencies
   Purchase
    
    
    
    
    
    ExpectedPrice ($MM)
    
    Units
    
    ClosingHomebuilding Division
    
    
    199.9
    
    
    5,540
    
    
    2005-2008Other Operations
    
    
    3.5
    
    
    90
    
    
    2007
 13




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8. Earnings per Share
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Numerator:Basic earnings per common share:Net income
 basic
    
    $
    10,708
    
    
    
    13,660
    
    
    
    46,578
    
    
    
    40,402Diluted earnings per common share:Net income
 basic
    
    $
    10,708
    
    
    
    13,660
    
    
    
    46,578
    
    
    
    40,402Pro rata share of the net effect
of Bluegreens dilutive
securities
net of tax
    
    
    (96
    )
    
    
    (149
    )
    
    
    (213
    )
    
    
    (748
    )Net income
 diluted
    
    $
    10,612
    
    
    
    13,511
    
    
    
    46,365
    
    
    
    39,654Denominator:Basic average shares outstanding
    
    
    19,817
    
    
    
    19,816
    
    
    
    19,816
    
    
    
    18,083Net effect of stock options assumed to be exercised
    
    
    127
    
    
    
    56
    
    
    
    136
    
    
    
    44Diluted average shares outstanding
    
    
    19,944
    
    
    
    19,872
    
    
    
    19,952
    
    
    
    18,127Earnings per common share:Basic
    
    $
    0.54
    
    
    
    0.69
    
    
    
    2.35
    
    
    
    2.23Diluted
    
    $
    0.53
    
    
    
    0.66
    
    
    
    2.32
    
    
    
    2.18
 14




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##### Table of Contents



9. Dividends
    10. Other Expenses and Interest and Other Income
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Other expensesTitle and mortgage operations expense
    
    $
    618
    
    
    
    709
    
    
    
    1,883
    
    
    
    2,103Interest expense, net
    
    
    
    
    
    
    178
    
    
    
    
    
    
    
    236Litigation settlement reserve (see note 14)
    
    
    830
    
    
    
    
    
    
    
    830
    
    
    
    Penalty on early debt repayment
    
    
    
    
    
    
    
    
    
    
    677
    
    
    
    Minority Interest
    
    
    
    
    
    
    (50
    )
    
    
    
    
    
    
    (26
    )Hurricane expense, net of projected
recoveries
    
    
    
    
    
    
    2,885
    
    
    
    
    
    
    
    2,885Total other expenses
    
    $
    1,448
    
    
    
    3,722
    
    
    
    3,390
    
    
    
    5,198Interest and other incomeInterest income
    
    $
    607
    
    
    
    408
    
    
    
    1,814
    
    
    
    885Reversal of litigation reserve
    
    
    
    
    
    
    1,440
    
    
    
    
    
    
    
    1,440Contingent gain receipt
    
    
    500
    
    
    
    
    
    
    
    500
    
    
    
    Other income
    
    
    817
    
    
    
    131
    
    
    
    2,385
    
    
    
    981Total interest and other income
    
    $
    1,924
    
    
    
    1,979
    
    
    
    4,699
    
    
    
    3,306
 15




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##### Table of Contents



11. Segment Reporting
    Three Months Ended
    
    
    
    
    
    
    
    
    
    OtherSeptember 30, 2005
    
    Homebuilding
    
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenuesSales of real estate
    
    $
    110,674
    
    
    
    17,914
    
    
    
    
    
    
    
    (68
    )
    
    
    128,520Title and mortgage operations
    
    
    962
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    962Total revenues
    
    
    111,636
    
    
    
    17,914
    
    
    
    
    
    
    
    (68
    )
    
    
    129,482Costs and expensesCost of sales of real estate
    
    
    87,266
    
    
    
    10,783
    
    
    
    555
    
    
    
    (149
    )
    
    
    98,455Selling, general and administrative
expenses
    
    
    13,755
    
    
    
    2,436
    
    
    
    3,879
    
    
    
    
    
    
    
    20,070Other expenses
    
    
    1,448
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,448Total costs and expenses
    
    
    102,469
    
    
    
    13,219
    
    
    
    4,434
    
    
    
    (149
    )
    
    
    119,973Earnings from Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    5,951
    
    
    
    
    
    
    
    5,951(Loss) from real estate joint ventures
    
    
    
    
    
    
    
    
    
    
    (207
    )
    
    
    
    
    
    
    (207
    )Interest and other income
    
    
    137
    
    
    
    609
    
    
    
    1,178
    
    
    
    
    
    
    
    1,924Income before income taxes
    
    
    9,304
    
    
    
    5,304
    
    
    
    2,488
    
    
    
    81
    
    
    
    17,177Provision for income taxes
    
    
    3,502
    
    
    
    2,048
    
    
    
    900
    
    
    
    19
    
    
    
    6,469Net income
    
    $
    5,802
    
    
    
    3,256
    
    
    
    1,588
    
    
    
    62
    
    
    
    10,708Inventory of real estate
    
    $
    378,377
    
    
    
    154,488
    
    
    
    9,565
    
    
    
    (17,127
    )
    
    
    525,303Total assets
    
    $
    406,241
    
    
    
    217,673
    
    
    
    180,147
    
    
    
    (17,127
    )
    
    
    786,934Total debt
    
    $
    189,095
    
    
    
    55,760
    
    
    
    71,140
    
    
    
    
    
    
    
    315,995
 16




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##### Table of Contents



Three Months Ended
    
    
    
    
    
    
    
    
    
    OtherSeptember 30, 2004
    
    Homebuilding
    
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenuesSales of real estate
    
    $
    112,431
    
    
    
    20,163
    
    
    
    779
    
    
    
    (480
    )
    
    
    132,893Title and mortgage operations
    
    
    1,164
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,164Total revenues
    
    
    113,595
    
    
    
    20,163
    
    
    
    779
    
    
    
    (480
    )
    
    
    134,057Costs and expensesCost of sales of real estate
    
    
    88,499
    
    
    
    10,085
    
    
    
    1,118
    
    
    
    (1,189
    )
    
    
    98,513Selling, general and
administrative expenses
    
    
    12,269
    
    
    
    2,652
    
    
    
    2,377
    
    
    
    
    
    
    
    17,298Other expenses
    
    
    3,221
    
    
    
    500
    
    
    
    1
    
    
    
    
    
    
    
    3,722Total costs and expenses
    
    
    103,989
    
    
    
    13,237
    
    
    
    3,496
    
    
    
    (1,189
    )
    
    
    119,533Earnings from Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    5,790
    
    
    
    
    
    
    
    5,790Earnings (loss) from real estate
joint ventures
    
    
    18
    
    
    
    
    
    
    
    (43
    )
    
    
    
    
    
    
    (25
    )Interest and other income
    
    
    1,539
    
    
    
    315
    
    
    
    125
    
    
    
    
    
    
    
    1,979Income before income taxes
    
    
    11,163
    
    
    
    7,241
    
    
    
    3155
    
    
    
    709
    
    
    
    22,268Provision for income taxes
    
    
    4,318
    
    
    
    2,799
    
    
    
    1,217
    
    
    
    274
    
    
    
    8,608Net income
    
    $
    6,845
    
    
    
    4,442
    
    
    
    1,938
    
    
    
    435
    
    
    
    13,660Inventory of real estate
    
    $
    309,841
    
    
    
    123,893
    
    
    
    12,153
    
    
    
    (17,583
    )
    
    
    428,304Total assets
    
    $
    357,893
    
    
    
    179,049
    
    
    
    132,778
    
    
    
    (17,583
    )
    
    
    652,137Total debt
    
    $
    164,706
    
    
    
    48,696
    
    
    
    46,944
    
    
    
    
    
    
    
    260,346
 Nine Months Ended
    
    
    
    
    
    
    
    
    
    OtherSeptember 30, 2005
    
    Homebuilding
    
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenuesSales of real estate
    
    $
    335,756
    
    
    
    84,614
    
    
    
    14,709
    
    
    
    (599
    )
    
    
    434,480Title and mortgage operations
    
    
    2,857
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,857Total revenues
    
    
    338,613
    
    
    
    84,614
    
    
    
    14,709
    
    
    
    (599
    )
    
    
    437,337Costs and expensesCost of sales of real estate
    
    
    265,118
    
    
    
    38,055
    
    
    
    12,505
    
    
    
    (2,087
    )
    
    
    313,591Selling, general and
administrative expenses
    
    
    42,095
    
    
    
    8,831
    
    
    
    11,749
    
    
    
    
    
    
    
    62,675Other expenses
    
    
    2,713
    
    
    
    677
    
    
    
    
    
    
    
    
    
    
    
    3,390Total costs and expenses
    
    
    309,926
    
    
    
    47,563
    
    
    
    24,254
    
    
    
    (2,087
    )
    
    
    379,656Earnings from Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    12,818
    
    
    
    
    
    
    
    12,818Earnings (loss) from real estate
joint ventures
    
    
    104
    
    
    
    
    
    
    
    (179
    )
    
    
    
    
    
    
    (75
    )Interest and other income
    
    
    550
    
    
    
    1,455
    
    
    
    2,694
    
    
    
    
    
    
    
    4,699Income before income taxes
    
    
    29,341
    
    
    
    38,506
    
    
    
    5,788
    
    
    
    1,488
    
    
    
    75,123Provision for income taxes
    
    
    11,056
    
    
    
    14,860
    
    
    
    2,055
    
    
    
    574
    
    
    
    28,545Net income
    
    $
    18,285
    
    
    
    23,646
    
    
    
    3,733
    
    
    
    914
    
    
    
    46,578Inventory of real estate
    
    $
    378,377
    
    
    
    154,488
    
    
    
    9,565
    
    
    
    (17,127
    )
    
    
    525,303Total assets
    
    $
    406,241
    
    
    
    217,673
    
    
    
    180,147
    
    
    
    (17,127
    )
    
    
    786,934Total debt
    
    $
    189,095
    
    
    
    55,760
    
    
    
    71,140
    
    
    
    
    
    
    
    315,995
 17




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##### Table of Contents



Nine Months Ended
    
    
    
    
    
    
    
    
    
    OtherSeptember 30, 2004
    
    Homebuilding
    
    
    Land
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenuesSales of real estate
    
    $
    316,100
    
    
    
    77,061
    
    
    
    4,908
    
    
    
    (24,123
    )
    
    
    373,946Title and mortgage operations
    
    
    3,473
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,473Total revenues
    
    
    319,573
    
    
    
    77,061
    
    
    
    4,908
    
    
    
    (24,123
    )
    
    
    377,419Costs and expensesCost of sales of real estate
    
    
    248,830
    
    
    
    33,755
    
    
    
    5,325
    
    
    
    (12,056
    )
    
    
    275,854Selling, general and
administrative expenses
    
    
    35,406
    
    
    
    7,930
    
    
    
    6,897
    
    
    
    
    
    
    
    50,233Other expenses
    
    
    4,615
    
    
    
    558
    
    
    
    25
    
    
    
    
    
    
    
    5,198Total costs and expenses
    
    
    288,851
    
    
    
    42,243
    
    
    
    12,247
    
    
    
    (12,056
    )
    
    
    331,285Earnings from Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    10,651
    
    
    
    
    
    
    
    10,651Earnings from real estate joint
ventures
    
    
    3,350
    
    
    
    
    
    
    
    2,362
    
    
    
    
    
    
    
    5,712Interest and other income
    
    
    1,654
    
    
    
    1,332
    
    
    
    320
    
    
    
    
    
    
    
    3,306Income before income taxes
    
    
    35,726
    
    
    
    36,150
    
    
    
    5,994
    
    
    
    (12,067
    )
    
    
    65,803Provision for income taxes
    
    
    13,790
    
    
    
    13,954
    
    
    
    2,312
    
    
    
    (4,655
    )
    
    
    25,401Net income
    
    $
    21,936
    
    
    
    22,196
    
    
    
    3,682
    
    
    
    (7,412
    )
    
    
    40,402Inventory of real estate
    
    $
    309,841
    
    
    
    123,893
    
    
    
    12,153
    
    
    
    (17,583
    )
    
    
    428,304Total assets
    
    $
    357,893
    
    
    
    179,049
    
    
    
    132,778
    
    
    
    (17,583
    )
    
    
    652,137Total debt
    
    $
    164,706
    
    
    
    48,696
    
    
    
    46,944
    
    
    
    
    
    
    
    260,346
 12. Parent Company Financial Statements
  Condensed Statements of Financial Condition
 September 30,
    
    
    December 31,2005
    
    
    2004Total assets
    
    $
    425,907
    
    
    
    370,781Total liabilities
    
    $
    85,454
    
    
    
    75,992Total shareholders equity
    
    
    340,453
    
    
    
    294,789Total liabilities and
shareholders equity
    
    $
    425,907
    
    
    
    370,781
 18




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Condensed Statements of Income
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Earnings from
Bluegreen
Corporation
    
    $
    5,951
    
    
    
    5,790
    
    
    
    12,818
    
    
    
    10,651Earnings (loss)
from real estate
joint ventures
    
    
    (206
    )
    
    
    (43
    )
    
    
    (194
    )
    
    
    2,343Other revenues
    
    
    757
    
    
    
    95
    
    
    
    1,194
    
    
    
    155Costs and expenses
    
    
    3,687
    
    
    
    2,441
    
    
    
    10,952
    
    
    
    6,979Income before
income taxes
    
    
    2,815
    
    
    
    3,401
    
    
    
    2,866
    
    
    
    6,170Provision for
income taxes
    
    
    1,026
    
    
    
    1,312
    
    
    
    927
    
    
    
    2,380Net income before
undistributed
earnings from
consolidated
subsidiaries
    
    
    1,789
    
    
    
    2,089
    
    
    
    1,939
    
    
    
    3,790Earnings from
consolidated
subsidiaries, net
of income taxes
    
    
    8,919
    
    
    
    11,571
    
    
    
    44,639
    
    
    
    36,612Net income
    
    $
    10,708
    
    
    
    13,660
    
    
    
    46,578
    
    
    
    40,402
  13. New Accounting Pronouncements
 Accounting for Real Estate Time-Sharing
Transactions. Accounting for Sales of Real Estate Accounting for Costs and Initial Rental Operations of Real Estate Projects Accounting for Real Estate Time-Sharing Transactions
 Share-Based Payments Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
 19




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##### Table of Contents



Share-Based
Payment
 14. Litigation
 Frank Albert, Dorothy Albert, et al. v. Levitt and Sons, LLC, a Florida
limited liability company, Levitt Homes, LLC, a Florida limited liability company, Levitt
Corporation, a Florida corporation, Levitt Construction Corp. East, a Florida corporation and
Levitt and Sons, Inc., a Florida corporation
  20




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    21




---



##### Table of Contents



Executive Overview
  Impact of Historical Growth on Operations and Future Prospects
  22




---



##### Table of Contents



Impact of Increasing Costs and Supply Constraints
  Critical Accounting Policies and Estimates
  23




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##### Table of Contents



CONSOLIDATED RESULTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    Change
    
    
    2005
    
    
    2004
    
    
    Change(In thousands)
    
    (Unaudited)
    
    
    (Unaudited )RevenuesSales of real estate
    
    $
    128,520
    
    
    
    132,893
    
    
    
    (4,373
    )
    
    
    434,480
    
    
    
    373,946
    
    
    
    60,534Title and mortgage operations
    
    
    962
    
    
    
    1,164
    
    
    
    (202
    )
    
    
    2,857
    
    
    
    3,473
    
    
    
    (616
    )Total revenues
    
    
    129,482
    
    
    
    134,057
    
    
    
    (4,575
    )
    
    
    437,337
    
    
    
    377,419
    
    
    
    59,918Costs and expensesCost of sales of real estate
    
    
    98,455
    
    
    
    98,513
    
    
    
    (58
    )
    
    
    313,591
    
    
    
    275,854
    
    
    
    37,737Selling, general and
administrative expenses
    
    
    20,070
    
    
    
    17,298
    
    
    
    2,772
    
    
    
    62,675
    
    
    
    50,233
    
    
    
    12,442Other expenses
    
    
    1,448
    
    
    
    3,722
    
    
    
    (2,274
    )
    
    
    3,390
    
    
    
    5,198
    
    
    
    (1,808
    )Total costs and expenses
    
    
    119,973
    
    
    
    119,533
    
    
    
    440
    
    
    
    379,656
    
    
    
    331,285
    
    
    
    48,371Earnings from Bluegreen Corporation
    
    
    5,951
    
    
    
    5,790
    
    
    
    161
    
    
    
    12,818
    
    
    
    10,651
    
    
    
    2,167Earnings (loss) from real estate
joint ventures
    
    
    (207
    )
    
    
    (25
    )
    
    
    (182
    )
    
    
    (75
    )
    
    
    5,712
    
    
    
    (5,787
    )Interest and other income
    
    
    1,924
    
    
    
    1,979
    
    
    
    (55
    )
    
    
    4,699
    
    
    
    3,306
    
    
    
    1,393Income before income taxes
    
    
    17,177
    
    
    
    22,268
    
    
    
    (5,091
    )
    
    
    75,123
    
    
    
    65,803
    
    
    
    9,320Provision for income taxes
    
    
    6,469
    
    
    
    8,608
    
    
    
    (2,139
    )
    
    
    28,545
    
    
    
    25,401
    
    
    
    3,144Net income
    
    $
    10,708
    
    
    
    13,660
    
    
    
    (2,952
    )
    
    
    46,578
    
    
    
    40,402
    
    
    
    6,176
 Three Months Ended September 30, 2005 Compared to the Same 2004 Period:
    24




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Nine Months Ended September 30, 2005 Compared to the Same 2004 Period:
  25




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##### Table of Contents



26




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##### Table of Contents



HOMEBUILDING DIVISION RESULTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    Change
    
    
    2005
    
    
    2004
    
    
    Change(In thousands, except unit information)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    110,674
    
    
    
    112,431
    
    
    
    (1,757
    )
    
    
    335,756
    
    
    
    316,100
    
    
    
    19,656Title and mortgage operations
    
    
    962
    
    
    
    1,164
    
    
    
    (202
    )
    
    
    2,857
    
    
    
    3,473
    
    
    
    (616
    )Total revenues
    
    
    111,636
    
    
    
    113,595
    
    
    
    (1,959
    )
    
    
    338,613
    
    
    
    319,573
    
    
    
    19,040Costs and expensesCost of sales of real estate
    
    
    87,266
    
    
    
    88,499
    
    
    
    (1,233
    )
    
    
    265,118
    
    
    
    248,830
    
    
    
    16,288Selling, general and administrative expenses
    
    
    13,755
    
    
    
    12,269
    
    
    
    1,486
    
    
    
    42,095
    
    
    
    35,406
    
    
    
    6,689Other expenses
    
    
    1,448
    
    
    
    3,221
    
    
    
    (1,773
    )
    
    
    2,713
    
    
    
    4,615
    
    
    
    (1,902
    )Total costs and expenses
    
    
    102,469
    
    
    
    103,989
    
    
    
    (1,520
    )
    
    
    309,926
    
    
    
    288,851
    
    
    
    21,075Earnings from real estate joint ventures
    
    
    
    
    
    
    18
    
    
    
    (18
    )
    
    
    104
    
    
    
    3,350
    
    
    
    (3,246
    )Interest and other income
    
    
    137
    
    
    
    1,539
    
    
    
    (1,402
    )
    
    
    550
    
    
    
    1,654
    
    
    
    (1,104
    )Income before income taxes
    
    
    9,304
    
    
    
    11,163
    
    
    
    (1,859
    )
    
    
    29,341
    
    
    
    35,726
    
    
    
    (6,385
    )Provision for income taxes
    
    
    3,502
    
    
    
    4,318
    
    
    
    (816
    )
    
    
    11,056
    
    
    
    13,790
    
    
    
    (2,734
    )Net income
    
    $
    5,802
    
    
    
    6,845
    
    
    
    (1,043
    )
    
    
    18,285
    
    
    
    21,936
    
    
    
    (3,651
    )Homes delivered (units)
    
    
    439
    
    
    
    534
    
    
    
    (95
    )
    
    
    1,388
    
    
    
    1,451
    
    
    
    (63
    )Construction starts (units)
    
    
    545
    
    
    
    461
    
    
    
    84
    
    
    
    1,370
    
    
    
    1,945
    
    
    
    (575
    )Average selling price of homes delivered
    
    $
    252
    
    
    
    211
    
    
    
    41
    
    
    
    242
    
    
    
    218
    
    
    
    24Margin percentage on homes delivered
    
    
    21.2
    %
    
    
    21.3
    %
    
    
    (0.1
    %)
    
    
    21.0
    %
    
    
    21.3
    %
    
    
    (0.2
    %)New sales contracts (units)
    
    
    243
    
    
    
    357
    
    
    
    (114
    )
    
    
    1,277
    
    
    
    1,365
    
    
    
    (88
    )New sales contracts (value)
    
    $
    82,725
    
    
    
    87,194
    
    
    
    (4,469
    )
    
    
    381,880
    
    
    
    351,354
    
    
    
    30,526Backlog of homes (units)
    
    
    1,703
    
    
    
    2,175
    
    
    
    (472
    )
    
    
    1,703
    
    
    
    2,175
    
    
    
    (472
    )Backlog of homes (value)
    
    $
    494,836
    
    
    
    528,281
    
    
    
    (33,445
    )
    
    
    494,836
    
    
    
    528,281
    
    
    
    (33,445
    )
 Three Months Ended September 30, 2005 Compared to the Same 2004 Period:
  27




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28




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##### Table of Contents



Nine Months Ended September 30, 2005 Compared to the Same 2004 Period:
      29




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LAND DIVISION RESULTS OF OPERATIONS
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    Change
    
    
    2005
    
    
    2004
    
    
    Change(In thousands, except acres information)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    17,914
    
    
    
    20,163
    
    
    
    (2,249
    )
    
    
    84,614
    
    
    
    77,061
    
    
    
    7,553Total revenues
    
    
    17,914
    
    
    
    20,163
    
    
    
    (2,249
    )
    
    
    84,614
    
    
    
    77,061
    
    
    
    7,553Costs and expensesCost of sales of real estate
    
    
    10,783
    
    
    
    10,085
    
    
    
    698
    
    
    
    38,055
    
    
    
    33,755
    
    
    
    4,300Selling, general and administrative expenses
    
    
    2,436
    
    
    
    2,652
    
    
    
    (216
    )
    
    
    8,831
    
    
    
    7,930
    
    
    
    901Other expenses
    
    
    
    
    
    
    500
    
    
    
    (500
    )
    
    
    677
    
    
    
    558
    
    
    
    119Total costs and expenses
    
    
    13,219
    
    
    
    13,237
    
    
    
    (18
    )
    
    
    47,563
    
    
    
    42,243
    
    
    
    5,320Interest and other income
    
    
    609
    
    
    
    315
    
    
    
    294
    
    
    
    1,455
    
    
    
    1,332
    
    
    
    123Income before income taxes
    
    
    5,304
    
    
    
    7,241
    
    
    
    (1,937
    )
    
    
    38,506
    
    
    
    36,150
    
    
    
    2,356Provision for income taxes
    
    
    2,048
    
    
    
    2,799
    
    
    
    (751
    )
    
    
    14,860
    
    
    
    13,954
    
    
    
    906Net income
    
    $
    3,256
    
    
    
    4,442
    
    
    
    (1,186
    )
    
    
    23,646
    
    
    
    22,196
    
    
    
    1,450Acres sold
    
    
    109
    
    
    
    133
    
    
    
    (24
    )
    
    
    1,413
    
    
    
    919
    
    
    
    494Margin percentage
    
    
    39.8
    %
    
    
    50.0
    %
    
    
    (10.2
    )%
    
    
    55.0
    %
    
    
    56.2
    %
    
    
    (1.2
    %)Unsold acres (gross)
    
    
    12,325
    
    
    
    8,632
    
    
    
    3,693
    
    
    
    12,325
    
    
    
    8,632
    
    
    
    3,693Acres subject to sales contracts
    
    
    435
    
    
    
    711
    
    
    
    (276
    )
    
    
    435
    
    
    
    711
    
    
    
    (276
    )Acres subject to sales contracts ($ sales
value)
    
    $
    43,427
    
    
    
    58,657
    
    
    
    (15,230
    )
    
    
    43,427
    
    
    
    58,657
    
    
    
    (15,230
    )
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Three Months Ended September 30, 2005 Compared to the Same 2004 Period:
    Nine Months Ended September 30, 2005 Compared to the Same 2004 Period:
  31




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OTHER OPERATIONS RESULTS OF OPERATIONS
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    Change
    
    
    2005
    
    
    2004
    
    
    Change(In thousands)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    
    
    
    
    779
    
    
    
    (779
    )
    
    
    14,709
    
    
    
    4,908
    
    
    
    9,801Total revenues
    
    
    
    
    
    
    779
    
    
    
    (779
    )
    
    
    14,709
    
    
    
    4,908
    
    
    
    9,801Costs and expensesCost of sales of real estate
    
    
    555
    
    
    
    1,118
    
    
    
    (563
    )
    
    
    12,505
    
    
    
    5,325
    
    
    
    7,180Selling, general and administrative expenses
    
    
    3,879
    
    
    
    2,377
    
    
    
    1,502
    
    
    
    11,749
    
    
    
    6,897
    
    
    
    4,852Other expenses
    
    
    
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    25
    
    
    
    (25
    )Total costs and expenses
    
    
    4,434
    
    
    
    3,496
    
    
    
    938
    
    
    
    24,254
    
    
    
    12,247
    
    
    
    12,007Earnings from Bluegreen Corporation
    
    
    5,951
    
    
    
    5,790
    
    
    
    161
    
    
    
    12,818
    
    
    
    10,651
    
    
    
    2,167Earnings (loss) from real estate joint ventures
    
    
    (207
    )
    
    
    (43
    )
    
    
    (164
    )
    
    
    (179
    )
    
    
    2,362
    
    
    
    (2,541
    )Interest and other income
    
    
    1,178
    
    
    
    125
    
    
    
    1,053
    
    
    
    2,694
    
    
    
    320
    
    
    
    2,374Income before income taxes
    
    
    2,488
    
    
    
    3,155
    
    
    
    (667
    )
    
    
    5,788
    
    
    
    5,994
    
    
    
    (206
    )Provision for income taxes
    
    
    900
    
    
    
    1,217
    
    
    
    (317
    )
    
    
    2,055
    
    
    
    2,312
    
    
    
    (257
    )Net income
    
    $
    1,588
    
    
    
    1,938
    
    
    
    (350
    )
    
    
    3,733
    
    
    
    3,682
    
    
    
    51
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Three Months Ended September 30, 2005 Compared to the Same 2004 Period:
      33




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Nine Months Ended September 30, 2005 Compared to the Same 2004 Period:
       34




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FINANCIAL CONDITION
 September 30, 2005 compared to December 31, 2004
  
    
    an increase in inventory of real estate of approximately $111.8 million resulting
primarily from land acquisitions and increases in land development and construction
costs by our Homebuilding Division ($83.8 million) and our Land Division ($32.4
million), offset by a decrease in land development and construction costs by Levitt
Commercial ($6.1 million);
    
    an increase of approximately $13.2 million in our investment in Bluegreen
Corporation primarily related to our equity in earnings and unrealized gains associated
with Bluegreens other comprehensive income;
    
    an increase of $8.9 million in property and equipment primarily related to the
construction of an irrigation facility and commercial buildings in Tradition and other
purchases totaling $2.6 million;
    
    an increase of $3.8 million in other assets resulting
primarily from a $1.9 million
increase in deferred loan costs, and a $1.6 million increase in investments in
unconsolidated trusts; and
    
    These increases were partially offset by a decrease in cash and cash equivalents of
$28.3 million, which resulted from cash used in operating activities of $61.4 million,
cash used in investing activities of $11.4 million offset in part by cash provided by
financing activities of $44.4 million.
  
    
    an increase in customer deposits of $1.9 million resulting from an increase in the
Companys backlog value during the nine months ended September 30, 2005;
    
    an increase in current income tax payable of $5.0 million resulting from the timing
of quarterly estimated tax payments; and
    
    an increase in total debt of $47.8 million due to an increase in junior subordinated
debentures of $54.1 million, offset by a decrease in notes and mortgage notes payable
of $6.3 million.
    
    These increases were partially offset by a decrease in accounts payable and accrued
liabilities of $4.4 million primarily related to timing of payments to our vendors.
 35




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LIQUIDITY AND CAPITAL RESOURCES
     Off Balance Sheet Arrangements and Contractual Obligations
  36




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##### Table of Contents



Payments due by periodLess than
    
    
    2 - 3
    
    
    4 - 5
    
    
    More thanCategory
    
    Total
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsLong-term debt obligations
    
    $
    315,995
    
    
    
    55,968
    
    
    
    114,450
    
    
    
    37,037
    
    
    
    108,540Operating lease obligations
    
    
    3,422
    
    
    
    1,186
    
    
    
    1,789
    
    
    
    447
    
    
    
    Purchase obligations
    
    
    156,717
    
    
    
    146,848
    
    
    
    9,869
    
    
    
    
    
    
    
    Total Obligations
    
    $
    476,134
    
    
    
    204,002
    
    
    
    126,108
    
    
    
    37,484
    
    
    
    108,540
  
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   37




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NEW ACCOUNTING PRONOUNCEMENTS
 Accounting for Real Estate Time-Sharing
Transactions. Accounting for Sales of Real Estate Accounting for Costs and Initial Rental Operations of Real Estate Projects Accounting for Real Estate Time-Sharing Transactions
 Share-Based Payments Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
 Share-Based
Payment
 
 Item 4. CONTROLS AND PROCEDURES
     38




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 6. Exhibits
  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 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.
 39




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##### Table of Contents



LEVITT CORPORATIONDate: November 9, 2005
    By:
    /s/ Alan B. LevanAlan B. Levan, Chairman, Chief Executive Officer Date: November 9, 2005
    By:
    /s/ George P. ScanlonGeorge P. Scanlon, Executive Vice President,Chief Financial Officer 40