##### 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 June 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
(State or other jurisdiction of
incorporation or organization)
    
    11-3675068
(I.R.S. Employer
Identification No.)
 2100 West Cypress Creek Road
Ft. Lauderdale, Florida
(Address of principal executive offices)
    
    33309
(Zip Code)
 (954) 940-4950
 
  þ o
  þ o
  Class of Common Stock
    
    Shares OutstandingClass A common stock, $0.01 par value
    
    18,597,166Class 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 June 30, 2005
and December 31, 2004  UnauditedConsolidated Statements of Income for the three and six months ended
June 30, 2005 and 2004  UnauditedConsolidated Statements of Comprehensive Income for the three and
six months ended June 30, 2005 and 2004  UnauditedConsolidated Statement of Shareholders Equity for the six months
ended June 30, 2005  UnauditedConsolidated Statements of Cash Flows for the three and six months
ended June 30, 2005 and 2004  UnauditedNotes to Unaudited Consolidated Financial Statements for the three
and six months ended June 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 4.
Submission of Matters to a Vote of Security HoldersItem 6. ExhibitsSIGNATURESEmployment Agreement - John LaguardiaEmployment Agreement - Elliot WienerSection 302 Certification of CEOSection 302 Certification of CFOSection 906 Certification of CEOSection 906 Certification of CFOPower of Attorney
  2




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##### Table of Contents



PART  I
 
 Levitt Corporation
 
 Consolidated Statements of Financial Condition  Unaudited
 (In thousands except share data)
 June 30,
    
    December 31,2005
    
    2004AssetsCash and cash equivalents
    
    $
    99,778
    
    
    
    125,522Restricted cash
    
    
    982
    
    
    
    2,017Inventory of real estate
    
    
    453,182
    
    
    
    413,471Investment in Bluegreen Corporation
    
    
    87,658
    
    
    
    80,572Property and equipment, net
    
    
    37,065
    
    
    
    31,137Other assets
    
    
    37,540
    
    
    
    25,748Total assets
    
    $
    716,205
    
    
    
    678,467Liabilities and Shareholders EquityAccounts payable and accrued liabilities
    
    $
    62,542
    
    
    
    66,271Customer deposits
    
    
    45,838
    
    
    
    43,022Current income tax payable
    
    
    6,560
    
    
    
    4,314Notes and mortgage notes payable
    
    
    209,789
    
    
    
    221,605Notes and mortgage notes payable to affiliates
    
    
    4,746
    
    
    
    46,621Junior subordinated debentures
    
    
    54,124
    
    
    
    Deferred tax liability, net
    
    
    2,605
    
    
    
    1,845Total liabilities
    
    
    386,204
    
    
    
    383,678Shareholders equity:Preferred stock, $0.01 par valueAuthorized: 5,000,000 sharesIssued and outstanding: no shares
    
    
    
    
    
    
    Class A Common Stock, $0.01 par valueAuthorized: 50,000,000 sharesIssued and outstanding: 18,597,166 shares
    
    
    186
    
    
    
    186Class B Common Stock, $0.01 par valueAuthorized: 10,000,000 sharesIssued and outstanding: 1,219,031 shares
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    180,772
    
    
    
    180,790Retained earnings
    
    
    148,721
    
    
    
    113,643Accumulated other comprehensive income
    
    
    310
    
    
    
    158Total shareholders equity
    
    
    330,001
    
    
    
    294,789Total liabilities and shareholders equity
    
    $
    716,205
    
    
    
    678,467
  3




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##### Table of Contents



Levitt Corporation
 
 Consolidated Statements of Income  Unaudited
 (In thousands, except per share data)
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Revenues:Sales of real estate
    
    $
    107,094
    
    
    
    142,530
    
    
    
    305,960
    
    
    
    241,053Title and mortgage operations
    
    
    947
    
    
    
    1,339
    
    
    
    1,895
    
    
    
    2,309Total revenues
    
    
    108,041
    
    
    
    143,869
    
    
    
    307,855
    
    
    
    243,362Costs and expenses:Cost of sales of real estate
    
    
    84,547
    
    
    
    107,676
    
    
    
    215,136
    
    
    
    177,341Selling, general and administrative expenses
    
    
    19,459
    
    
    
    18,888
    
    
    
    42,605
    
    
    
    32,935Other expenses
    
    
    626
    
    
    
    777
    
    
    
    1,942
    
    
    
    1,476Total costs and expenses
    
    
    104,632
    
    
    
    127,341
    
    
    
    259,683
    
    
    
    211,752Earnings from Bluegreen Corporation
    
    
    4,729
    
    
    
    2,775
    
    
    
    6,867
    
    
    
    4,861Earnings from real estate joint ventures
    
    
    42
    
    
    
    2,130
    
    
    
    132
    
    
    
    5,737Interest and other income
    
    
    1,453
    
    
    
    849
    
    
    
    2,775
    
    
    
    1,327Income before income taxes
    
    
    9,633
    
    
    
    22,282
    
    
    
    57,946
    
    
    
    43,535Provision for income taxes
    
    
    3,581
    
    
    
    8,595
    
    
    
    22,076
    
    
    
    16,793Net income
    
    $
    6,052
    
    
    
    13,687
    
    
    
    35,870
    
    
    
    26,742Earnings per common share:Basic
    
    $
    0.31
    
    
    
    0.70
    
    
    
    1.81
    
    
    
    1.55Diluted
    
    $
    0.30
    
    
    
    0.68
    
    
    
    1.79
    
    
    
    1.53Weighted average common shares outstanding:Basic
    
    
    19,816
    
    
    
    19,596
    
    
    
    19,816
    
    
    
    17,206Diluted
    
    
    19,949
    
    
    
    19,638
    
    
    
    19,957
    
    
    
    17,245Dividends declared per common share:Class A common stock
    
    $
    0.02
    
    
    
    
    
    
    
    0.04
    
    
    
    Class B common stock
    
    $
    0.02
    
    
    
    
    
    
    
    0.04
    
    
    
    
  4




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Levitt Corporation
 
 Consolidated Statements of Comprehensive Income  Unaudited
 (In thousands)
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Net income
    
    $
    6,052
    
    
    
    13,687
    
    
    
    35,870
    
    
    
    26,742Other comprehensive income:Pro-rata share of unrealized gain recognized
by Bluegreen Corporation on retained
interests in notes receivable sold, net of tax
    
    
    65
    
    
    
    106
    
    
    
    152
    
    
    
    14Comprehensive income
    
    $
    6,117
    
    
    
    13,793
    
    
    
    36,022
    
    
    
    26,756
  5




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Levitt Corporation
 
 Consolidated Statement of Shareholders Equity  Unaudited
 Six Months Ended June 30, 2005
(In thousands)
 AccumulatedClass A
    
    Class B
    
    Additional
    
    
    
    
    
    Compre-Common
    
    Common
    
    Paid-In
    
    Retained
    
    hensiveStock
    
    Stock
    
    Capital
    
    Earnings
    
    Income
    
    TotalBalance at December 31, 2004
    
    $
    186
    
    
    
    12
    
    
    
    180,790
    
    
    
    113,643
    
    
    
    158
    
    
    
    294,789Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,870
    
    
    
    
    
    
    
    35,870Pro-rata share of unrealized gain
recognized by Bluegreen on sale
of retained interests, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152
    
    
    
    152Issuance of Bluegreen common
stock, net of tax
    
    
    
    
    
    
    
    
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    (18
    )Cash dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (792
    )
    
    
    
    
    
    
    (792
    )Balance at June 30, 2005
    
    $
    186
    
    
    
    12
    
    
    
    180,772
    
    
    
    148,721
    
    
    
    310
    
    
    
    330,001
  6




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Levitt Corporation
 
 Consolidated Statements of Cash Flows  Unaudited
 (In thousands)
 Six Months EndedJune 30,2005
    
    2004Operating activities:Net income
    
    $
    35,870
    
    
    
    26,742Adjustments to reconcile net income to net cash
used in operating activities:Depreciation and amortization
    
    
    841
    
    
    
    308Change in deferred income taxes
    
    
    675
    
    
    
    1,692Earnings from Bluegreen Corporation
    
    
    (6,867
    )
    
    
    (4,861
    )Earnings from unconsolidated trusts
    
    
    (28
    )
    
    
    Earnings from real estate joint ventures
    
    
    (132
    )
    
    
    (5,737
    )Changes in operating assets and liabilities:Restricted cash
    
    
    1,035
    
    
    
    (1,613
    )Inventory of real estate
    
    
    (39,711
    )
    
    
    (103,390
    )Other assets
    
    
    (8,396
    )
    
    
    1,167Accounts payable, accrued expenses and other liabilities
    
    
    1,333
    
    
    
    19,660Net cash used in operating activities
    
    
    (15,380
    )
    
    
    (66,032
    )Investing activities:Investment in real estate joint ventures
    
    
    (25
    )
    
    
    (35
    )Distributions from real estate joint ventures
    
    
    275
    
    
    
    6,410Partial sale of joint venture interest
    
    
    
    
    
    
    305Investment in unconsolidated trusts
    
    
    (1,624
    )
    
    
    Distributions from unconsolidated trusts
    
    
    16
    
    
    
    Purchase of Bowden Building Corporation, net of cash received
    
    
    
    
    
    
    (6,109
    )Additions to property and equipment
    
    
    (6,760
    )
    
    
    (4,062
    )Net cash used in investing activities
    
    
    (8,118
    )
    
    
    (3,491
    )Financing activities:Proceeds from notes and mortgage notes payable
    
    
    144,406
    
    
    
    157,136Proceeds from notes and mortgage notes payable to affiliates
    
    
    8,994
    
    
    
    18,771Proceeds from junior subordinated debentures
    
    
    54,124
    
    
    
    Repayment of notes and mortgage notes payable
    
    
    (156,222
    )
    
    
    (110,306
    )Repayment of notes and mortgage notes payable to affiliates
    
    
    (50,869
    )
    
    
    (27,450
    )Repayment of development bonds payable
    
    
    
    
    
    
    (391
    )Payments for debt issuance costs
    
    
    (1,887
    )
    
    
    Proceeds from issuance of common stock
    
    
    
    
    
    
    122,500Payments for stock issuance costs
    
    
    
    
    
    
    (7,731
    )Cash dividends paid
    
    
    (792
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (2,246
    )
    
    
    152,529(Decrease) increase in cash and cash equivalents
    
    
    (25,744
    )
    
    
    83,006Cash and cash equivalents at the beginning of period
    
    
    125,522
    
    
    
    35,965Cash and cash equivalents at end of period
    
    $
    99,778
    
    
    
    118,971
  7




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##### Table of Contents



Levitt Corporation
 Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 Six Months EndedJune 30,2005
    
    2004Supplemental cash flow informationInterest paid on borrowings, net of amounts capitalized
    
    $
    (520
    )
    
    
    99Income taxes paid
    
    
    19,214
    
    
    
    13,480Supplemental disclosure of non-cash operating,
investing and financing activities:Increase in joint venture investment resulting from
unrealized gain on non-monetary exchange
    
    
    
    
    
    
    508Fair 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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##### Table of Contents



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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##### Table of Contents



Accounting for Stock-Based
Compensation Accounting for Stock-Based Compensation  Transition and
Disclosure
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Pro forma net incomeNet income, as reported
    
    $
    6,052
    
    
    
    13,687
    
    
    
    35,870
    
    
    
    26,742Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related income tax effect
    
    
    (154
    )
    
    
    (137
    )
    
    
    (306
    )
    
    
    (544
    )Pro forma net income
    
    $
    5,898
    
    
    
    13,550
    
    
    
    35,564
    
    
    
    26,198Basic earnings per share:As reported
    
    $
    0.31
    
    
    
    0.70
    
    
    
    1.81
    
    
    
    1.55Pro forma
    
    $
    0.30
    
    
    
    0.69
    
    
    
    1.79
    
    
    
    1.52Diluted earnings per share:As reported
    
    $
    0.30
    
    
    
    0.68
    
    
    
    1.79
    
    
    
    1.53Pro forma
    
    $
    0.29
    
    
    
    0.68
    
    
    
    1.78
    
    
    
    1.50
  Expected volatility
    
    
    43.08%  50.35
    %Expected dividend yield
    
    
    0.00%  0.32
    %Risk-free interest rate
    
    
    4.13%  4.40
    %Expected life
    
    7  10 years
 3. Inventory of Real Estate
  June 30,
    
    December 31,2005
    
    2004Land and land development costs
    
    $
    344,128
    
    
    
    291,721Construction costs
    
    
    83,122
    
    
    
    100,129Capitalized interest
    
    
    13,109
    
    
    
    10,803Other costs
    
    
    12,823
    
    
    
    10,818$
    453,182
    
    
    
    413,471
 10




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##### Table of Contents



4. Interest
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Interest incurred to non-affiliates
    
    $
    3,892
    
    
    
    1,821
    
    
    
    6,775
    
    
    
    3,181Interest incurred to affiliates
    
    
    207
    
    
    
    561
    
    
    
    820
    
    
    
    1,195Interest capitalized
    
    
    (4,099
    )
    
    
    (2,382
    )
    
    
    (7,595
    )
    
    
    (4,318
    )Interest expense, net
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    58Interest expensed in cost of sales
    
    $
    2,194
    
    
    
    2,779
    
    
    
    5,289
    
    
    
    4,579
 5. Investment in Bluegreen Corporation
   Unaudited Condensed Consolidated Balance Sheets
 June 30,
    
    December 31,2005
    
    2004Total assets
    
    $
    664,835
    
    
    
    634,809Total liabilities
    
    $
    369,625
    
    
    
    363,933Minority interest
    
    
    7,730
    
    
    
    6,009Total shareholders equity
    
    
    287,480
    
    
    
    264,867Total liabilities and shareholders equity
    
    $
    664,835
    
    
    
    634,809
 11




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Unaudited Condensed Consolidated Statements of Income
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Revenues and other income
    
    $
    185,270
    
    
    
    152,211
    
    
    
    315,318
    
    
    
    259,154Cost and other expenses
    
    
    161,030
    
    
    
    135,908
    
    
    
    279,806
    
    
    
    234,379Income before minority interest and
provision for income taxes
    
    
    24,240
    
    
    
    16,303
    
    
    
    35,512
    
    
    
    24,775Minority interest
    
    
    948
    
    
    
    1,503
    
    
    
    1,721
    
    
    
    2,332Income before provision for income taxes
    
    
    23,292
    
    
    
    14,800
    
    
    
    33,791
    
    
    
    22,443Provision for income taxes
    
    
    8,967
    
    
    
    5,698
    
    
    
    13,010
    
    
    
    8,641Net income
    
    $
    14,325
    
    
    
    9,102
    
    
    
    20,781
    
    
    
    13,802
 6. Debt
    12




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##### Table of Contents



7. Commitments and Contingencies
   Purchase
    
    Units/
    
    ExpectedPrice
    
    Acres
    
    ClosingHomebuilding Division
    
    $230.0 million
    
    6,538 Units
    
    
    2005-2007Land Division
    
    $42.4 million
    
    5,200 Acres
    
    
    2005Other Operations
    
    $3.5 million
    
    90 Units
    
    
    2006
  8. Earnings per Share
  13




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Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Numerator:Basic earnings per common share:Net income  basic
    
    $
    6,052
    
    
    
    13,687
    
    
    
    35,870
    
    
    
    26,742Diluted earnings per common share:Net income  basic
    
    $
    6,052
    
    
    
    13,687
    
    
    
    35,870
    
    
    
    26,742Pro rata share of the net effect of Bluegreen dilutive securities
    
    
    (74
    )
    
    
    (249
    )
    
    
    (116
    )
    
    
    (375
    )Net income  diluted
    
    $
    5,978
    
    
    
    13,438
    
    
    
    35,754
    
    
    
    26,367Denominator:Basic average shares outstanding
    
    
    19,816
    
    
    
    19,596
    
    
    
    19,816
    
    
    
    17,206Net effect of stock options assumed to be exercised
    
    
    133
    
    
    
    42
    
    
    
    141
    
    
    
    39Diluted average shares outstanding
    
    
    19,949
    
    
    
    19,638
    
    
    
    19,957
    
    
    
    17,245Earnings per common share:Basic
    
    $
    0.31
    
    
    
    0.70
    
    
    
    1.81
    
    
    
    1.55Diluted
    
    $
    0.30
    
    
    
    0.68
    
    
    
    1.79
    
    
    
    1.53
 9. Dividends
    14




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10. Other Expenses and Interest and Other Income
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Other expensesTitle and mortgage operations expenses
    
    $
    626
    
    
    
    778
    
    
    
    1,265
    
    
    
    1,394Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58Penalty on debt prepayment
    
    
    
    
    
    
    
    
    
    
    677
    
    
    
    Minority interest
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    24Total other expenses
    
    $
    626
    
    
    
    777
    
    
    
    1,942
    
    
    
    1,476Interest and other incomeInterest income
    
    $
    689
    
    
    
    312
    
    
    
    1,207
    
    
    
    477Other income
    
    
    764
    
    
    
    537
    
    
    
    1,568
    
    
    
    850Total interest and other income
    
    $
    1,453
    
    
    
    849
    
    
    
    2,775
    
    
    
    1,327
 11. Segment Reporting
   15




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Three Months Ended
    
    
    
    
    
    
    
    
    
    OtherJune 30, 2005
    
    Homebuilding
    
    Land
    
    Operations
    
    Eliminations
    
    TotalRevenuesSales of real estate
    
    $
    107,095
    
    
    
    149
    
    
    
    
    
    
    
    (150
    )
    
    
    107,094Title and mortgage operations
    
    
    947
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    947Total revenues
    
    
    108,042
    
    
    
    149
    
    
    
    
    
    
    
    (150
    )
    
    
    108,041Costs and expensesCost of sales of real estate
    
    
    84,273
    
    
    
    182
    
    
    
    624
    
    
    
    (532
    )
    
    
    84,547Selling, general and administrative
expenses
    
    
    13,732
    
    
    
    1,949
    
    
    
    3,778
    
    
    
    
    
    
    
    19,459Other expenses
    
    
    626
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    626Total costs and expenses
    
    
    98,631
    
    
    
    2,131
    
    
    
    4,402
    
    
    
    (532
    )
    
    
    104,632Earnings from Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    4,729
    
    
    
    
    
    
    
    4,729Earnings from real estate joint
ventures
    
    
    
    
    
    
    
    
    
    
    42
    
    
    
    
    
    
    
    42Interest and other income
    
    
    199
    
    
    
    425
    
    
    
    829
    
    
    
    
    
    
    
    1,453Income (loss) before income taxes
    
    
    9,610
    
    
    
    (1,557
    )
    
    
    1,198
    
    
    
    382
    
    
    
    9,633Provision (benefit) for income taxes
    
    
    3,653
    
    
    
    (624
    )
    
    
    392
    
    
    
    160
    
    
    
    3,581Net income (loss)
    
    $
    5,957
    
    
    
    (933
    )
    
    
    806
    
    
    
    222
    
    
    
    6,052Inventory of real estate
    
    $
    349,880
    
    
    
    114,038
    
    
    
    6,473
    
    
    
    (17,209
    )
    
    
    453,182Total assets
    
    $
    382,890
    
    
    
    188,792
    
    
    
    161,732
    
    
    
    (17,209
    )
    
    
    716,205Total debt
    
    $
    171,893
    
    
    
    25,668
    
    
    
    71,098
    
    
    
    
    
    
    
    268,659
 Three Months Ended
    
    
    
    
    
    
    
    
    
    OtherJune 30, 2004
    
    Homebuilding
    
    Land
    
    Operations
    
    Eliminations
    
    TotalRevenuesSales of real estate
    
    $
    125,005
    
    
    
    37,577
    
    
    
    3,591
    
    
    
    (23,643
    )
    
    
    142,530Title and mortgage operations
    
    
    1,339
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,339Total revenues
    
    
    126,344
    
    
    
    37,577
    
    
    
    3,591
    
    
    
    (23,643
    )
    
    
    143,869Costs and expensesCost of sales of real estate
    
    
    98,856
    
    
    
    15,702
    
    
    
    3,480
    
    
    
    (10,362
    )
    
    
    107,676Selling, general and
administrative expenses
    
    
    13,845
    
    
    
    2,690
    
    
    
    2,353
    
    
    
    
    
    
    
    18,888Other expenses
    
    
    777
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    777Total costs and expenses
    
    
    113,478
    
    
    
    18,392
    
    
    
    5,833
    
    
    
    (10,362
    )
    
    
    127,341Earnings from Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    2,775
    
    
    
    
    
    
    
    2,775Earnings from real estate joint
ventures
    
    
    1,823
    
    
    
    
    
    
    
    307
    
    
    
    
    
    
    
    2,130Interest and other income
    
    
    72
    
    
    
    612
    
    
    
    165
    
    
    
    
    
    
    
    849Income before income taxes
    
    
    14,761
    
    
    
    19,797
    
    
    
    1,005
    
    
    
    (13,281
    )
    
    
    22,282Provision for income taxes
    
    
    5,691
    
    
    
    7,640
    
    
    
    388
    
    
    
    (5,124
    )
    
    
    8,595Net income
    
    $
    9,070
    
    
    
    12,157
    
    
    
    617
    
    
    
    (8,157
    )
    
    
    13,687Inventory of real estate
    
    $
    279,776
    
    
    
    113,128
    
    
    
    8,314
    
    
    
    (20,909
    )
    
    
    380,309Total assets
    
    $
    333,237
    
    
    
    180,202
    
    
    
    122,004
    
    
    
    (20,909
    )
    
    
    614,534Total debt
    
    $
    135,576
    
    
    
    48,717
    
    
    
    44,285
    
    
    
    
    
    
    
    228,578
 16




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##### Table of Contents



Six Months Ended
    
    
    
    
    
    
    
    
    
    OtherJune 30, 2005
    
    Homebuilding
    
    Land
    
    Operations
    
    Eliminations
    
    TotalRevenuesSales of real estate
    
    $
    225,082
    
    
    
    66,700
    
    
    
    14,709
    
    
    
    (531
    )
    
    
    305,960Title and mortgage operations
    
    
    1,895
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,895Total revenues
    
    
    226,977
    
    
    
    66,700
    
    
    
    14,709
    
    
    
    (531
    )
    
    
    307,855Costs and expensesCost of sales of real estate
    
    
    177,852
    
    
    
    27,272
    
    
    
    11,950
    
    
    
    (1,938
    )
    
    
    215,136Selling, general and
administrative expenses
    
    
    28,340
    
    
    
    6,395
    
    
    
    7,870
    
    
    
    
    
    
    
    42,605Other expenses
    
    
    1,265
    
    
    
    677
    
    
    
    
    
    
    
    
    
    
    
    1,942Total costs and expenses
    
    
    207,457
    
    
    
    34,344
    
    
    
    19,820
    
    
    
    (1,938
    )
    
    
    259,683Earnings from Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    6,867
    
    
    
    
    
    
    
    6,867Earnings from real estate joint
ventures
    
    
    104
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    132Interest and other income
    
    
    413
    
    
    
    846
    
    
    
    1,516
    
    
    
    
    
    
    
    2,775Income before income taxes
    
    
    20,037
    
    
    
    33,202
    
    
    
    3,300
    
    
    
    1,407
    
    
    
    57,946Provision for income taxes
    
    
    7,554
    
    
    
    12,812
    
    
    
    1,155
    
    
    
    555
    
    
    
    22,076Net income
    
    $
    12,483
    
    
    
    20,390
    
    
    
    2,145
    
    
    
    852
    
    
    
    35,870Inventory of real estate
    
    $
    349,880
    
    
    
    114,038
    
    
    
    6,473
    
    
    
    (17,209
    )
    
    
    453,182Total assets
    
    $
    382,890
    
    
    
    188,792
    
    
    
    161,732
    
    
    
    (17,209
    )
    
    
    716,205Total debt
    
    $
    171,893
    
    
    
    25,668
    
    
    
    71,098
    
    
    
    
    
    
    
    268,659
 Six Months Ended
    
    
    
    
    
    
    
    
    
    OtherJune 30, 2004
    
    Homebuilding
    
    Land
    
    Operations
    
    Eliminations
    
    TotalRevenuesSales of real estate
    
    $
    203,669
    
    
    
    56,898
    
    
    
    4,129
    
    
    
    (23,643
    )
    
    
    241,053Title and mortgage operations
    
    
    2,309
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,309Total revenues
    
    
    205,978
    
    
    
    56,898
    
    
    
    4,129
    
    
    
    (23,643
    )
    
    
    243,362Costs and expensesCost of sales of real estate
    
    
    160,331
    
    
    
    23,670
    
    
    
    4,207
    
    
    
    (10,867
    )
    
    
    177,341Selling, general and
administrative expenses
    
    
    23,137
    
    
    
    5,278
    
    
    
    4,520
    
    
    
    
    
    
    
    32,935Other expenses
    
    
    1,394
    
    
    
    58
    
    
    
    24
    
    
    
    
    
    
    
    1,476Total costs and expenses
    
    
    184,862
    
    
    
    29,006
    
    
    
    8,751
    
    
    
    (10,867
    )
    
    
    211,752Earnings from Bluegreen Corporation
    
    
    
    
    
    
    
    
    
    
    4,861
    
    
    
    
    
    
    
    4,861Earnings from joint ventures
    
    
    3,332
    
    
    
    
    
    
    
    2,405
    
    
    
    
    
    
    
    5,737Interest and other income
    
    
    115
    
    
    
    1,017
    
    
    
    195
    
    
    
    
    
    
    
    1,327Income before income taxes
    
    
    24,563
    
    
    
    28,909
    
    
    
    2,839
    
    
    
    (12,776
    )
    
    
    43,535Provision for income taxes
    
    
    9,472
    
    
    
    11,155
    
    
    
    1,095
    
    
    
    (4,929
    )
    
    
    16,793Net income
    
    $
    15,091
    
    
    
    17,754
    
    
    
    1,744
    
    
    
    (7,847
    )
    
    
    26,742Inventory of real estate
    
    $
    279,776
    
    
    
    113,128
    
    
    
    8,314
    
    
    
    (20,909
    )
    
    
    380,309Total assets
    
    $
    333,237
    
    
    
    180,202
    
    
    
    122,004
    
    
    
    (20,909
    )
    
    
    614,534Total debt
    
    $
    135,576
    
    
    
    48,717
    
    
    
    44,285
    
    
    
    
    
    
    
    228,578
 17




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12. Parent Company Financial Statements
  Condensed Statements of Financial Condition
 June 30,
    
    December 31,2005
    
    2004Total assets
    
    $
    405,260
    
    
    
    370,781Total liabilities
    
    $
    75,259
    
    
    
    75,992Total shareholders equity
    
    
    330,001
    
    
    
    294,789Total liabilities and shareholders
equity
    
    $
    405,260
    
    
    
    370,781
 Condensed Statements of Income
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Earnings from Bluegreen Corporation
    
    $
    4,729
    
    
    
    2,775
    
    
    
    6,867
    
    
    
    4,861Earnings from real estate joint ventures
    
    
    27
    
    
    
    286
    
    
    
    13
    
    
    
    2,385Other revenues
    
    
    292
    
    
    
    77
    
    
    
    437
    
    
    
    61Costs and expenses
    
    
    3,909
    
    
    
    2,408
    
    
    
    7,266
    
    
    
    4,538Income before income taxes
    
    
    1,139
    
    
    
    730
    
    
    
    51
    
    
    
    2,769Provision (benefit) for income taxes
    
    
    370
    
    
    
    282
    
    
    
    (98
    )
    
    
    1,068Net income before undistributed
earnings from consolidated subsidiaries
    
    
    769
    
    
    
    448
    
    
    
    149
    
    
    
    1,701Earnings from consolidated subsidiaries,
net of income taxes
    
    
    5,283
    
    
    
    13,239
    
    
    
    35,721
    
    
    
    25,041Net income
    
    $
    6,052
    
    
    
    13,687
    
    
    
    35,870
    
    
    
    26,742
  18




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##### Table of Contents



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
 Share-Based
Payment
 14. Litigation
 th 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
 19




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   20




---



##### Table of Contents



Executive Overview
  Non-Financial Measures of Historical Performance and Future Prospects
  Impact of Increasing Costs, Interest Rates and Local Government Regulation
  21




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##### Table of Contents



Critical Accounting Policies and Estimates
  CONSOLIDATED RESULTS OF OPERATIONS
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    Change(In thousands)
    
    (Unaudited)
    
    (Unaudited)RevenuesSales of real estate
    
    $
    107,094
    
    
    
    142,530
    
    
    
    (35,436
    )
    
    
    305,960
    
    
    
    241,053
    
    
    
    64,907Title and mortgage operations
    
    
    947
    

    
    
    1,339
    
    
    
    (392
    )
    
    
    1,895
    
    
    
    2,309
    
    
    
    (414
    )Total revenues
    
    
    108,041
    
    
    
    143,869
    
    
    
    (35,828
    )
    
    
    307,855
    
    
    
    243,362
    
    
    
    64,493Costs and expensesCost of sales of real estate
    
    
    84,547
    
    
    
    107,676
    
    
    
    (23,129
    )
    
    
    215,136
    
    
    
    177,341
    
    
    
    37,795Selling, general and administrative
expenses
    
    
    19,459
    
    
    
    18,888
    
    
    
    571
    
    
    
    42,605
    
    
    
    32,935
    
    
    
    9,670Other expenses
    
    
    626
    
    
    
    777
    
    
    
    (151
    )
    
    
    1,942
    
    
    
    1,476
    
    
    
    466Total costs and expenses
    
    
    104,632
    
    
    
    127,341
    
    
    
    (22,709
    )
    
    
    259,683
    
    
    
    211,752
    
    
    
    47,931Earnings from Bluegreen Corporation
    
    
    4,729
    
    
    
    2,775
    
    
    
    1,954
    
    
    
    6,867
    
    
    
    4,861
    
    
    
    2,006Earnings from real estate joint ventures
    
    
    42
    
    
    
    2,130
    
    
    
    (2,088
    )
    
    
    132
    
    
    
    5,737
    
    
    
    (5,605
    )Interest and other income
    
    
    1,453
    
    
    
    849
    
    
    
    604
    
    
    
    2,775
    
    
    
    1,327
    
    
    
    1,448Income before income taxes
    
    
    9,633
    
    
    
    22,282
    
    
    
    (12,649
    )
    
    
    57,946
    
    
    
    43,535
    
    
    
    14,411Provision for income taxes
    
    
    3,581
    
    
    
    8,595
    
    
    
    (5,014
    )
    
    
    22,076
    
    
    
    16,793
    
    
    
    5,283Net income
    
    $
    6,052
    
    
    
    13,687
    
    
    
    (7,635
    )
    
    
    35,870
    
    
    
    26,742
    
    
    
    9,128
 22




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Three Months Ended June 30, 2005 Compared to the Same 2004 Period:
      23




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##### Table of Contents











Six Months Ended June 30, 2005 Compared to the Same 2004 Period:








24




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##### Table of Contents















25



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##### Table of Contents



HOMEBUILDING DIVISION RESULTS OF OPERATIONS
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    Change(In thousands, except unit information)
    
    (Unaudited)
    
    (Unaudited)RevenuesSales of real estate
    
    $
    107,095
    
    
    
    125,005
    
    
    
    (17,910
    )
    
    
    225,082
    
    
    
    203,669
    
    
    
    21,413Title and mortgage operations
    
    
    947
    
    
    
    1,339
    
    
    
    (392
    )
    
    
    1,895
    
    
    
    2,309
    
    
    
    (414
    )Total revenues
    
    
    108,042
    
    
    
    126,344
    
    
    
    (18,302
    )
    
    
    226,977
    
    
    
    205,978
    
    
    
    20,999Costs and expensesCost of sales of real estate
    
    
    84,273
    
    
    
    98,856
    
    
    
    (14,583
    )
    
    
    177,852
    
    
    
    160,331
    
    
    
    17,521Selling, general and administrative expenses
    
    
    13,732
    
    
    
    13,845
    
    
    
    (113
    )
    
    
    28,340
    
    
    
    23,137
    
    
    
    5,203Other expenses
    
    
    626
    
    
    
    777
    
    
    
    (151
    )
    
    
    1,265
    
    
    
    1,394
    
    
    
    (129
    )Total costs and expenses
    
    
    98,631
    
    
    
    113,478
    
    
    
    (14,847
    )
    
    
    207,457
    
    
    
    184,862
    
    
    
    22,595Earnings from real estate joint ventures
    
    
    
    
    
    
    1,823
    
    
    
    (1,823
    )
    
    
    104
    
    
    
    3,332
    
    
    
    (3,228
    )Interest and other income
    
    
    199
    
    
    
    72
    
    
    
    127
    
    
    
    413
    
    
    
    115
    
    
    
    298Income before income taxes
    
    
    9,610
    
    
    
    14,761
    
    
    
    (5,151
    )
    
    
    20,037
    
    
    
    24,563
    
    
    
    (4,526
    )Provision for income taxes
    
    
    3,653
    
    
    
    5,691
    
    
    
    (2,038
    )
    
    
    7,554
    
    
    
    9,472
    
    
    
    (1,918
    )Net income
    
    $
    5,957
    
    
    
    9,070
    
    
    
    (3,113
    )
    
    
    12,483
    
    
    
    15,091
    
    
    
    (2,608
    )Homes delivered (units)
    
    
    448
    
    
    
    576
    
    
    
    (128
    )
    
    
    949
    
    
    
    917
    
    
    
    32Construction starts (units)
    
    
    478
    
    
    
    783
    
    
    
    (305
    )
    
    
    825
    
    
    
    1,484
    
    
    
    (659
    )Average selling price of homes delivered
    
    $
    239
    
    
    
    217
    
    
    
    22
    
    
    
    237
    
    
    
    222
    
    
    
    15Margin percentage on homes delivered
    
    
    21.3
    %
    
    
    20.9
    %
    
    
    0.4
    %
    
    
    21.0
    %
    
    
    21.3
    %
    
    
    (0.3
    %)New sales contracts (units)
    
    
    429
    
    
    
    534
    
    
    
    (105
    )
    
    
    1,034
    
    
    
    1,008
    
    
    
    26New sales contracts (value)
    
    $
    133,874
    
    
    
    134,036
    
    
    
    (162
    )
    
    
    299,155
    
    
    
    264,160
    
    
    
    34,995Backlog of homes (units)
    
    
    1,899
    
    
    
    2,352
    
    
    
    (453
    )
    
    
    1,899
    
    
    
    2,352
    
    
    
    (453
    )Backlog of homes (value)
    
    $
    522,785
    
    
    
    553,518
    
    
    
    (30,733
    )
    
    
    522,785
    
    
    
    553,518
    
    
    
    (30,733
    )
 Three Months Ended June 30, 2005 Compared to the Same 2004 Period:
   26




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27




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##### Table of Contents



Six Months Ended June 30, 2005 Compared to the Same 2004 Period:
       28




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LAND DIVISION RESULTS OF OPERATIONS
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    Change(In thousands, except acres information)
    
    (Unaudited)
    
    (Unaudited)RevenuesSales of real estate
    
    $
    149
    
    
    
    37,577
    
    
    
    (37,428
    )
    
    
    66,700
    
    
    
    56,898
    
    
    
    9,802Total revenues
    
    
    149
    
    
    
    37,577
    
    
    
    (37,428
    )
    
    
    66,700
    
    
    
    56,898
    
    
    
    9,802Costs and expensesCost of sales of real estate
    
    
    182
    
    
    
    15,702
    
    
    
    (15,520
    )
    
    
    27,272
    
    
    
    23,670
    
    
    
    3,602Selling, general and administrative expenses
    
    
    1,949
    
    
    
    2,690
    
    
    
    (741
    )
    
    
    6,395
    
    
    
    5,278
    
    
    
    1,117Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    677
    
    
    
    58
    
    
    
    619Total costs and expenses
    
    
    2,131
    
    
    
    18,392
    
    
    
    (16,261
    )
    
    
    34,344
    
    
    
    29,006
    
    
    
    5,338Interest and other income
    
    
    425
    
    
    
    612
    
    
    
    (187
    )
    
    
    846
    
    
    
    1,017
    
    
    
    (171
    )(Loss) Income before income taxes
    
    
    (1,557
    )
    
    
    19,797
    
    
    
    (21,354
    )
    
    
    33,202
    
    
    
    28,909
    
    
    
    4,293(Benefit) provision for income taxes
    
    
    (624
    )
    
    
    7,640
    
    
    
    (8,264
    )
    
    
    12,812
    
    
    
    11,155
    
    
    
    1,657Net (loss) income
    
    $
    (933
    )
    
    
    12,157
    
    
    
    (13,090
    )
    
    
    20,390
    
    
    
    17,754
    
    
    
    2,636Acres sold
    
    
    
    
    
    
    492
    
    
    
    (492
    )
    
    
    1,304
    
    
    
    786
    
    
    
    518Margin percentage
    
    
    (22.1
    %)
    
    
    58.2
    %
    
    
    (80.3
    )%
    
    
    59.1
    %
    
    
    58.4
    %
    
    
    0.7
    %Unsold acres
    
    
    7,045
    
    
    
    8,765
    
    
    
    (1,720
    )
    
    
    7,045
    
    
    
    8,765
    
    
    
    (1,720
    )Acres subject to sales contracts
    
    
    545
    
    
    
    801
    
    
    
    (256
    )
    
    
    545
    
    
    
    801
    
    
    
    (256
    )Acres subject to sales contracts (value)
    
    
    59,884
    
    
    
    71,089
    
    
    
    (11,205
    )
    
    
    59,884
    
    
    
    71,089
    
    
    
    (11,205
    )
   Three Months Ended June 30, 2005 Compared to the Same 2004 Period:
  29




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Six Months Ended June 30, 2005 Compared to the Same 2004 Period:
    30




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OTHER OPERATIONS RESULTS OF OPERATIONS
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    Change
    
    2005
    
    2004
    
    Change(In thousands)
    
    (Unaudited)
    
    (Unaudited)RevenuesSales of real estate
    
    $
    
    
    
    
    3,591
    
    
    
    (3,591
    )
    
    
    14,709
    
    
    
    4,129
    
    
    
    10,580Total revenues
    
    
    
    
    
    
    3,591
    
    
    
    (3,591
    )
    
    
    14,709
    
    
    
    4,129
    
    
    
    10,580Costs and expensesCost of sales of real estate
    
    
    624
    
    
    
    3,480
    
    
    
    (2,856
    )
    
    
    11,950
    
    
    
    4,207
    
    
    
    7,743Selling, general and administrative expenses
    
    
    3,778
    
    
    
    2,353
    
    
    
    1,425
    
    
    
    7,870
    
    
    
    4,520
    
    
    
    3,350Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    (24
    )Total costs and expenses
    
    
    4,402
    
    
    
    5,833
    
    
    
    (1,431
    )
    
    
    19,820
    
    
    
    8,751
    
    
    
    11,069Earnings from Bluegreen Corporation
    

    
    4,729
    
    
    
    2,775
    
    
    
    1,954
    
    
    
    6,867
    
    
    
    4,861
    
    
    
    2,006Earnings from real estate joint ventures
    
    
    42
    
    
    
    307
    
    
    
    (265
    )
    
    
    28
    
    
    
    2,405
    
    
    
    (2,377
    )Interest and other income
    
    
    829
    
    
    
    165
    
    
    
    664
    
    
    
    1,516
    
    
    
    195
    
    
    
    1,321Income before income taxes
    
    
    1,198
    
    
    
    1,005
    
    
    
    193
    
    
    
    3,300
    
    
    
    2,839
    
    
    
    461Provision for income taxes
    
    
    392
    
    
    
    388
    
    
    
    4
    
    
    
    1,155
    
    
    
    1,095
    
    
    
    60Net income
    
    $
    806
    
    
    
    617
    
    
    
    189
    
    
    
    2,145
    
    
    
    1,744
    
    
    
    401
  Three Months Ended June 30, 2005 Compared to the Same 2004 Period:
   31




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Six Months Ended June 30, 2005 Compared to the Same 2004 Period:
      32




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FINANCIAL CONDITION
 June 30, 2005 compared to December 31, 2004
  
    
    an increase in inventory of real estate of approximately $39.7 million resulting
primarily from land acquisitions by our Homebuilding Division and increases in land
development and construction costs;
    
    an increase of approximately $7.1 million in our investment in Bluegreen Corporation
associated primarily with our equity in earnings and unrealized gains associated with
Bluegreens other comprehensive income;
    
    an increase of $5.9 million in property and equipment primarily related to the
construction of an irrigation facility in Tradition and other purchases totaling $6.8
million; and
    
    an increase of $11.8 million in other assets resulting primarily from a $5.3 million
increase in notes receivable, a $1.9 million increase in deferred loan costs, a $1.9
million increase in prepaid insurance, and a $1.6 million increase in investments in
unconsolidated trusts.
    
    These increases were partially offset by a decrease in cash and cash equivalents of $25.7 million, which resulted from cash
used in operating activities of $15.4 million, cash used in investing activities of
$8.1 million and cash used in financing activities of
$2.2 million.
  
    
    an increase in customer deposits of $2.8 million resulting from an increase in homes
in backlog at June 30, 2005;
    
    an increase in current income tax payable of $2.2 million resulting from the timing
of quarterly estimated tax payments; and
    
    an increase in total debt of $433,000 due to an increase in junior subordinated
debentures of $54.1 million, offset by a decrease in notes and mortgage notes payable
of $11.8 million and a decrease in notes and mortgage notes payable to affiliates of
$41.9 million.
    
    These increases were partially offset by a decrease in
accounts payable and accrued liabilities of $3.7 million primarily
related to timing of payments to our vendors.
 LIQUIDITY AND CAPITAL RESOURCES
  33




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34




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##### Table of Contents



Off Balance Sheet Arrangements and Contractual Obligations
    Payments due by periodLess than
    
    2  3
    
    4  5
    
    More thanCategory
    
    Total
    
    1 year
    
    Years
    
    Years
    
    5 yearsLong-term debt obligations
    
    $
    268,659
    
    
    
    38,173
    
    
    
    85,649
    
    
    
    64,095
    
    
    
    80,742Operating lease obligations
    
    
    3,547
    
    
    
    1,145
    
    
    
    1,808
    
    
    
    594
    
    
    
    Purchase obligations
    
    
    275,857
    
    
    
    266,960
    
    
    
    8,897
    
    
    
    
    
    
    
    Total Obligations
    
    $
    548,063
    
    
    
    306,278
    
    
    
    96,354
    
    
    
    64,689
    
    
    
    80,742
  35




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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   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
 36




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##### Table of Contents



Item 4. CONTROLS AND PROCEDURES
     37




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 th 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
 
 Item 4. Submission of Matters to a Vote of Security Holders
 Election of Directors
  Nominee
    
    For
    
    
    WithheldJohn E. Abdo
    
    
    33,875,262
    
    
    
    539,638William R. Nicholson
    
    
    33,368,454
    
    
    
    1,046,446Alan J. Levy
    
    
    34,222,576
    
    
    
    192,324
  
 Item 6. Exhibits
  Exhibit 10.1
    
    Employment Agreement between John Laguardia and Bowden Building
Corporation dated April 28, 2004Exhibit 10.2
    
    Employment Agreement between Elliott Wiener and Levitt and Sons, LLC
dated July 19, 2001Exhibit 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.Exhibit 99.1
    
    Powers of Attorney
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##### Table of Contents



LEVITT CORPORATIONDate: August 5, 2005
    
    By:
    
    /s/ Alan B. LevanAlan B. Levan, Chairman, Chief Executive OfficerDate: August 5, 2005
    
    By:
    
    /s/ George P. ScanlonGeorge P. Scanlon, Executive Vice
President, Chief Financial   Officer
 39