UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended December 31, 2009
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 BFC Financial Corporation
  Florida
    
    59-2022148(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S Employer Identification No.)
 2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of principal executive office)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
None.
 Securities registered pursuant to Section 12(g) of the Act:
 Class A
Common Stock, $.01 par Value   Class B Common Stock, $.01 par Value  (Title of Class)
 o x
 o x
 x o
 o o
 x
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company x
 o x
   
 Documents Incorporated by Reference




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##### 



BFC Financial Corporation
Annual Report on Form 10-K for the Year Ended December 31, 2009
  PART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    30Item 1B.
    
    Unresolved Staff Comments
    
    
    56Item 2.
    
    Properties
    
    
    57Item 3.
    
    Legal Proceedings
    
    
    58Item 4.
    
    (Removed and Reserved)
    
    
    63PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    64Item 6.
    
    Selected Financial Data
    
    
    66Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    68Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    148Item 8.
    
    Financial Statements and Supplementary Data
    
    
    152Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    262Item 9A.
    
    Controls and Procedures
    
    
    263Item 9B.
    
    Other Information
    
    
    265PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    265Item 11.
    
    Executive Compensation
    
    
    265Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    265Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    265Item 14.
    
    Principal Accounting Fees and Services
    
    
    265PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    266SIGNATURES
    
    
    268
 2




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##### 



PART I
 
 ITEM 1. BUSINESS
   
    
    the impact of economic, competitive and other factors affecting the Company and its
subsidiaries, and their operations, markets, products and services;
    
    adverse conditions in the stock market, the public debt market and other capital markets
and the impact of such conditions on the activities of the Company and its subsidiaries;
    
    the impact of the current economic downturn on the price and liquidity of BFCs common
stock and on BFCs ability to obtain additional capital, including that if BFC needs or
otherwise believes it is advisable to issue debt or equity securities to fund its
operations, it may not be possible to issue any such securities on favorable terms, if at
all;
    
    BFCs shareholders interests may be diluted if additional shares of BFCs common stock
are issued, and BFCs public company investments may be diluted if BankAtlantic Bancorp,
Bluegreen or Benihana issue additional shares of its stock;
    
    the performance of entities in which the Company has made investments may not be
profitable or their results as anticipated;
    
    BFC is dependent upon dividends from its subsidiaries to fund its operations, and
currently BankAtlantic Bancorp is prohibited from paying dividends and may not pay
dividends in the future, whether as a result of such restriction continuing in the future
or otherwise, and Bluegreen has historically not paid dividends on its common stock, and
even if paid, BFC has historically experienced and may continue to experience negative cash
flow;
    
    the risks associated with the merger of Woodbridge and BFC, including the uncertainty
regarding the amount of cash that will be required to be paid to dissenting Woodbridge
shareholders;
    
    the risks related to the indebtedness of Woodbridges subsidiaries, certain of which is
in default, including that such subsidiaries may not be successful in restructuring any or
all of the debt on acceptable terms, if at all, and the risks related to all such defaults
and the rights of the lenders as a result thereof;
    
    the risks relating to Cores liquidity, cash position and ability to continue
operations, including the risk that Core will be obligated to make additional payments
under its outstanding development bonds;
    
    the risk that Cores restructuring activities could cause the lenders under the
defaulted loans to foreclose on any property which serves as collateral for the defaulted
loans, and Core could be forced to cease or significantly curtail its operations, which
would likely result in additional impairment charges and losses beyond those already
incurred;
    
    the risk that creditors of the Companys subsidiaries (or subsidiaries of those
companies) may seek to recover distributions previously made by those companies to their
respective parent companies;
    
    risks associated with the securities we hold directly or indirectly, including the risk
that we may record further
impairment charges with respect to such securities in the event trading prices decline in
the future;
 3




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##### 




    
    risks associated with the Companys business strategy, including our ability to
successfully make investments notwithstanding our current financial and cash position and
adverse conditions in the economy and the credit markets;
    
    the preparation of financial statements in accordance with GAAP involves making
estimates, judgments and assumptions, and our financial condition and operating results
may be materially impacted in the future if our estimates, judgments or assumptions prove
to be incorrect; and
    
    the Companys success at managing the risks involved in the foregoing.
  
    
    the impact of economic, competitive and other factors affecting BankAtlantic Bancorp and
its operations, markets, products and services, including the impact of the changing
regulatory environment, a continued or deepening recession, continued decreases in real
estate values, and increased unemployment on its business generally, BankAtlantics
regulatory capital ratios, and the ability of its borrowers to service their obligations
and its customers to maintain account balances;
    
    credit risks and loan losses, and the related sufficiency of the allowance for loan
losses, including the impact on the credit quality of BankAtlantic loans (including those
held in the asset workout subsidiary of BankAtlantic Bancorp) of a sustained downturn in
the economy and in the real estate market and other changes in the real estate markets in
BankAtlantics trade area and where BankAtlantics collateral is located;
    
    the quality of BankAtlantics real estate based loans including its residential land
acquisition and development loans (including Builder land bank loans, Land acquisition and
development and construction loans) as well as Commercial land loans, other Commercial real
estate loans; and Commercial business loans; and conditions specifically in those market
sectors;
    
    the risks of additional charge-offs, impairments and required increases in our allowance
for loan losses; changes in interest rates and the effects of, and changes in, trade,
monetary and fiscal policies and laws including their impact on the banks net interest
margin;
    
    new consumer banking regulations and the effect on our service fee income;
    
    adverse conditions in the stock market, the public debt market and other financial and
credit markets and the impact of such conditions on our activities, the value of our assets
and on the ability of our borrowers to service their debt obligations and maintain account
balances;
    
    BankAtlantics initiatives not resulting in continued growth of core deposits or
increasing average balances of new deposit accounts or producing results which do not
justify their costs;
    
    the success of BankAtlantic Bancorp expense reduction initiatives and the ability to
achieve additional cost savings or to maintain the current lower expense structure;
    
    the impact of periodic valuation testing of goodwill, deferred tax assets and other
assets;
    
    past performance, actual or estimated new account openings and growth may not be
indicative of future results;
    
    BankAtlantic Bancorps cash offers to purchase the outstanding Trust Preferred
Securities (TRUPS) are subject to the risk the requisite holders of the particular series
of TruPS to which each offer do not consent and tender, and that if received we are not
able to obtain financing upon acceptable terms, in amounts sufficient to complete the
offers, if at all; and
    
    BankAtlantic Bancorp success at managing the risks involved in the foregoing.
  
    
    changes in economic conditions, generally, in areas where Bluegreen operates, or in the
travel and tourism industry;
    
    the availability of financing;
    
    increases in interest rates;
    
    changes in regulations and other factors, all of which could cause Bluegreens actual
results, performance or achievements, or industry trends, to differ materially from any
future results, performance, or achievements or trends expressed or implied herein.
 4




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The Company
    ( ).
  5




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##### 



Available Information
 www.bfcfinancial.com
 Business Segments
   Real Estate and Other
  BFC Activities
   6




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##### 



Investment in Benihana
   Other Operations
   7




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##### 



Real Estate Operations
   Core Communities
    8




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##### 



Real Estate
  Carolina Oak
   Cypress Creek Holdings
  Levitt Commercial
  Levitt and Sons
   9




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##### 



Real Estate
    10




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##### 



Real Estate
  Bluegreen
   Bluegreen Resorts
     11




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##### 



Real Estate
   Bluegreen Communities
    12




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##### 



Financial Services
(BankAtlantic Bancorp)
  Financial Services
 Our Financial Services business activities are comprised of the operations of BankAtlantic
Bancorp. BankAtlantic Bancorp presents its results in two reportable segments and its results of
operations are consolidated with BFC Financial Corporation. The only assets available to BFC
Financial Corporation from BankAtlantic Bancorp are dividends when and if declared and paid by
BankAtlantic Bancorp. BankAtlantic Bancorp is a separate public company and its management prepared
the following Item 1. Business regarding BankAtlantic Bancorp which was included in BankAtlantic
Bancorps Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities
and Exchange Commission. Accordingly, references to the Company, we, us or our in the
following discussion under the caption Financial Services are references to BankAtlantic Bancorp
and its subsidiaries, and are not references to BFC , Woodbridge or Bluegreen.
  www.bankatlanticbancorp.com
  BankAtlantic
   
    
    attracting checking and savings deposits from individuals and business customers,
    
    originating commercial real estate, middle market, consumer home equity and small
business loans,
    
    purchasing wholesale residential loans, and
    
    investing in mortgage-backed securities and tax certificates.
 BankAtlantics business strategy
  13




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##### 



Financial Services
(BankAtlantic Bancorp)
    
    
    Focused efforts and enhanced staffing relating to loan
work-outs, collection processes and valuations;
    
    Substantially reduced the origination of land and
residential acquisition, development and construction loans;
    
    Substantially reduced home equity loan originations
through new underwriting requirements based on lower market values of
collateral;
    
    Transferred certain non-performing commercial real
estate loans to the Parent Company in March 2008 in exchange for $94.8
million; and
    
    Froze certain home equity loan unused lines of credit
based on declines in borrower credit scores or the value of loan
collateral;
    Loan Products
  14




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##### 



Financial Services
(BankAtlantic Bancorp)
  Residential:
  Commercial Real Estate:
  15




---



##### 



Financial Services
(BankAtlantic Bancorp)
    Standby Letters of Credit and Commitments:
 Consumer:
 Middle Market commercial business
 Small Business:
 16




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##### 



Financial Services
(BankAtlantic Bancorp)
   As of December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    PctLoans receivable:Real estate loans:Residential
    
    $
    1,550
    
    
    
    42.35
    
    
    
    1,930
    
    
    
    45.34
    
    
    
    2,156
    
    
    
    47.66
    
    
    
    2,151
    
    
    
    46.81
    
    
    
    2,030
    
    
    
    43.92Consumer  home equity
    
    
    670
    
    
    
    18.31
    
    
    
    719
    
    
    
    16.89
    
    
    
    676
    
    
    
    14.94
    
    
    
    562
    
    
    
    12.23
    
    
    
    514
    
    
    
    11.12Construction and development
    
    
    223
    
    
    
    6.09
    
    
    
    301
    
    
    
    7.07
    
    
    
    416
    
    
    
    9.20
    
    
    
    475
    
    
    
    10.34
    
    
    
    785
    
    
    
    16.99Commercial
    
    
    897
    
    
    
    24.51
    
    
    
    930
    
    
    
    21.85
    
    
    
    882
    
    
    
    19.49
    
    
    
    973
    
    
    
    21.17
    
    
    
    979
    
    
    
    21.18Small business
    
    
    213
    
    
    
    5.82
    
    
    
    219
    
    
    
    5.14
    
    
    
    212
    
    
    
    4.69
    
    
    
    187
    
    
    
    4.07
    
    
    
    152
    
    
    
    3.29Other loans:Commercial business
    
    
    154
    
    
    
    4.21
    
    
    
    143
    
    
    
    3.36
    
    
    
    131
    
    
    
    2.90
    
    
    
    157
    
    
    
    3.42
    
    
    
    88
    
    
    
    1.90Small business  non-mortgage
    
    
    99
    
    
    
    2.70
    
    
    
    108
    
    
    
    2.54
    
    
    
    106
    
    
    
    2.34
    
    
    
    98
    
    
    
    2.13
    
    
    
    83
    
    
    
    1.80Consumer
    
    
    21
    
    
    
    0.57
    
    
    
    26
    
    
    
    0.61
    
    
    
    31
    
    
    
    0.68
    
    
    
    26
    
    
    
    0.57
    
    
    
    27
    
    
    
    0.59Residential loans held for sale
    
    
    4
    
    
    
    0.11
    
    
    
    3
    
    
    
    0.07
    
    
    
    4
    
    
    
    0.09
    
    
    
    9
    
    
    
    0.20
    
    
    
    3
    
    
    
    0.06Total
    
    
    3,831
    
    
    
    104.67
    
    
    
    4,379
    
    
    
    102.87
    
    
    
    4,614
    
    
    
    101.99
    
    
    
    4,638
    
    
    
    100.94
    
    
    
    4,661
    
    
    
    100.85Adjustments:Unearned discounts (premiums)
    
    
    (3
    )
    
    
    -0.08
    
    
    
    (3
    )
    
    
    -0.07
    
    
    
    (4
    )
    
    
    -0.09
    
    
    
    (1
    )
    
    
    -0.02
    
    
    
    (2
    )
    
    
    -0.04Allowance for loan losses
    
    
    174
    
    
    
    4.75
    
    
    
    125
    
    
    
    2.94
    
    
    
    94
    
    
    
    2.08
    
    
    
    44
    
    
    
    0.96
    
    
    
    41
    
    
    
    0.89Total loans receivable,
net
    
    $
    3,660
    
    
    
    100.00
    
    
    
    4,257
    
    
    
    100.00
    
    
    
    4,524
    
    
    
    100.00
    
    
    
    4,595
    
    
    
    100.00
    
    
    
    4,622
    
    
    
    100.00
   As of December 31,2009
    
    
    2008
    
    
    2007Builder land bank loans
    
    $
    44
    
    
    
    62
    
    
    
    150Land acquisition and development loans
    
    
    172
    
    
    
    210
    
    
    
    245Land acquisition, development and
construction loans
    
    
    11
    
    
    
    32
    
    
    
    108Total commercial residential
loans (1)
    
    $
    227
    
    
    
    304
    
    
    
    503
 
 (1)
    
    At March 31, 2008, $101.5 million of non-performing loans were transferred to a
subsidiary of the BankAtlantic Bancorp Parent Company. Investments
 Securities Available for Sale:
 17




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##### 



Financial Services
(BankAtlantic Bancorp)
  Tax Certificates:
  CorporateMortgage-
    
    
    Bond
    
    
    
    
    
    
    WeightedTax
    
    
    Backed
    
    
    and
    
    
    
    
    
    
    AverageCertificates
    
    
    Securities
    
    
    Other
    
    
    Total
    
    
    YieldDecember 31, 2009Maturity: (1)One year or less
    
    $
    79,099
    
    
    
    2
    
    
    
    250
    
    
    
    79,351
    
    
    
    5.66
    %After one through five years
    
    
    33,373
    
    
    
    123
    
    
    
    
    
    
    
    33,496
    
    
    
    5.65After five through ten years
    
    
    
    
    
    
    31,121
    
    
    
    
    
    
    
    31,121
    
    
    
    4.60After ten years
    
    
    
    
    
    
    288,046
    
    
    
    
    
    
    
    288,046
    
    
    
    3.28Fair values (2)
    
    $
    112,472
    
    
    
    319,292
    
    
    
    250
    
    
    
    432,014
    
    
    
    4.00
    %Amortized cost (2)
    
    $
    110,991
    
    
    
    307,314
    
    
    
    250
    
    
    
    418,555
    
    
    
    5.35
    %Weighted average yield based
on fair values
    
    
    5.66
    
    
    
    3.41
    
    
    
    4.30
    
    
    
    4.00Weighted average maturity (yrs)
    
    
    1.30
    
    
    
    20.65
    
    
    
    0.67
    
    
    
    15.69December 31, 2008Fair values (2)
    
    $
    224,434
    
    
    
    699,224
    
    
    
    250
    
    
    
    923,908
    
    
    
    5.25
    %Amortized cost (2)
    
    $
    213,534
    
    
    
    687,344
    
    
    
    250
    
    
    
    901,128
    
    
    
    6.00
    %December 31, 2007Fair values (2)
    
    $
    188,401
    
    
    
    788,461
    
    
    
    681
    
    
    
    977,543
    
    
    
    5.90
    %Amortized cost (2)
    
    $
    188,401
    
    
    
    785,682
    
    
    
    685
    
    
    
    974,768
    
    
    
    6.06
    %
 
 (1)
    
    Except for tax certificates, maturities are based upon contractual maturities. Tax
certificates do not have stated maturities, and estimates in the above table are based upon
historical repayment experience (generally 2 years).(2)
    
    Equity and tax exempt securities held by BankAtlantic Bancorp Parent Company with a cost
of $1.5 million, $3.6 million, and $162.6 million and a fair value of $1.5 million, $4.1
million, and $179.5 million, at December 31, 2009, 2008 and 2007, respectively, were
excluded from the above table. At December 31, 2009, equities held by BankAtlantic with a
cost of $0.8 million and a fair value of $0.8 million were excluded from the above table. 18




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Financial Services
(BankAtlantic Bancorp)
   December 31, 2009 (1)Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueTax certificates and investment securities:Tax certificates:Cost equals market
    
    $
    110,991
    
    
    
    1,481
    
    
    
    
    
    
    
    112,472Securities available for sale:Investment securities:Cost equals market
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Market over cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cost over market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed securities:Cost equals market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market over cost
    
    
    285,200
    
    
    
    11,998
    
    
    
    
    
    
    
    297,198Cost over market
    
    
    22,114
    
    
    
    
    
    
    
    20
    
    
    
    22,094Total
    
    $
    418,555
    
    
    
    13,479
    
    
    
    20
    
    
    
    432,014
 
 1)
    
    The above table excludes BankAtlantic Bancorp Parent Company equity securities with a
cost and fair value of $1.5 million at December 31, 2009. At December 31, 2009, equities
held by BankAtlantic with a cost and fair value of $0.8 million were excluded from the
above table. Deposit products and borrowed funds:
 Deposits:
 Federal Home Loan Bank (FHLB) Advances:
 Other Short-Term Borrowings:
 
    
    Securities sold under agreements to repurchase include a sale of a portion of its
current investment portfolio (usually mortgage-backed securities and REMICs) at a
negotiated rate and an agreement to repurchase the same assets on a specified future date.
BankAtlantic issues repurchase agreements to institutions and to its customers. These
transactions are collateralized by securities in its investment portfolio but are not
insured by the FDIC. See Note 19 of the Notes to Consolidated Financial Statements for
more information regarding BankAtlantics Securities sold under agreements to repurchase
borrowings.
 
    
    Treasury tax and loan borrowings represent BankAtlantics participation in the Federal
Reserve Treasury Investment Program. Under this program the Federal Reserve places funds
with BankAtlantic obtained
from treasury tax and loan payments received by financial institutions. See Note 20 of the
Notes to Consolidated Financial Statements for more information regarding BankAtlantics
treasury tax and loan borrowings.
 19




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##### 



Financial Services
(BankAtlantic Bancorp)
   BankAtlantic Bancorp Parent Company
   December 31, 2009Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedValue
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash
equivalents
    
    $
    14,002
    
    
    
    
    
    
    
    
    
    
    
    14,002Equity securities
    
    
    1,510
    
    
    
    
    
    
    
    6
    
    
    
    1,504Total
    
    $
    15,512
    
    
    
    
    
    
    
    6
    
    
    
    15,506
  (in millions)
    
    AmountBuilder land bank loans
    
    $
    14Land acquisition and development loans
    
    
    10Land acquisition, development and
construction loans
    
    
    15Commercial
    
    
    9Total commercial loans
    
    
    48Real estate owned
    
    
    11Total loans and real estate owned
    
    $
    59
 20




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##### 



Financial Services
(BankAtlantic Bancorp)
  Regulation and Supervision
 Holding Company
   
    
    acquiring another savings institution or its holding company without prior written
approval of the OTS;
    
    acquiring or retaining, with certain exceptions, more than 5% of a non-subsidiary
savings institution, a non-subsidiary holding company, or a non-subsidiary company engaged
in activities other than those permitted by HOLA; or
    
    acquiring or retaining control of a depository institution that is not insured by the
FDIC.
    BankAtlantic
  21




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##### 



Financial Services
(BankAtlantic Bancorp)
   Regulation of Federal Savings Banks
 Business Activities
 
    
    mortgage loans secured by residential and commercial real estate;
    
    commercial and consumer loans;
    
    certain types of debt securities; and
    
    certain other assets.
  Loans to One Borrower
 QTL Test
 Capital Requirements
 
    
    a tangible capital requirement for savings banks to have tangible capital in an amount
equal to at least 1.5% of adjusted total assets;
    
    a leverage ratio requirement:
 
    
    for savings banks assigned the highest composite rating of 1, to have
core capital in an amount equal to at least 3% of adjusted total assets; or
    
    for savings banks assigned any other composite rating, to have core
capital in an amount equal to at least 4% of adjusted total assets, or a higher
percentage if warranted by the particular circumstances or risk profile of the
savings bank; and
 
    
    a risk-based capital requirement for savings banks to have capital in an amount equal to
at least 8% of risk-weighted assets.
 22




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##### 



Financial Services
(BankAtlantic Bancorp)
     Limitation on Capital Distributions
   Liquidity
 Assessments
 
    
    the size of the savings bank, on which the basic assessment is based;
    
    the savings banks supervisory condition, which results in an additional assessment
based on a percentage of the basic assessment for any savings bank with a composite rating
of 3, 4 or 5 in its most recent safety and soundness examination; and
    
    the complexity of the savings banks operations, which results in an additional
assessment based on a percentage of the basic assessment for any savings bank that has more
than $1 billion in trust assets that it administers, loans that it services for others or
assets covered by its recourse obligations or direct credit substitutes.
  Branching
 23




---



##### 



Financial Services
(BankAtlantic Bancorp)
  Community Reinvestment
 
    
    a lending test, to evaluate the institutions record of making loans in its designated
assessment areas;
    
    an investment test, to evaluate the institutions record of investing in community
development projects, affordable housing, and programs benefiting low or moderate income
individuals and businesses; and
    
    a service test, to evaluate the institutions delivery of banking services throughout
its designated assessment area.
  Transactions with Related Parties
  
    
    making or renewing a loan or other extension of credit to an affiliate;
    
    purchasing, or investing in, a security issued by an affiliate;
    
    purchasing an asset from an affiliate;
    
    accepting a security issued by an affiliate as collateral for a loan or other extension
of credit to any person or entity; and
    
    issuing a guarantee, acceptance or letter of credit on behalf of an affiliate.
  
    
    making a loan or other extension of credit to an affiliate that is engaged in any
non-bank holding company activity; and
    
    purchasing, or investing in, securities issued by an affiliate that is not a subsidiary.
  24




---



##### 



Financial Services
(BankAtlantic Bancorp)
  Enforcement
 Examination
 Standards for Safety and Soundness
 Shared National Credit Program
 Real Estate Lending Standards
 Prompt Corrective Regulatory Action
 25




---



##### 



Financial Services
(BankAtlantic Bancorp)
  
    
    its total capital is at least 10% of its risk-weighted assets;
    
    its core capital is at least 6% of its risk-weighted assets;
    
    its core capital is at least 5% of its adjusted total assets; and
    
    it is not subject to any written agreement, order, capital directive or prompt
corrective action directive issued by the OTS, or certain regulations, to meet or maintain
a specific capital level for any capital measure.
  Insurance of Deposit Accounts
    26




---



##### 



Financial Services
(BankAtlantic Bancorp)
   Privacy and Security Protection
 Insurance Activities
 Federal Home Loan Bank System
 Federal Reserve System
 Anti-Terrorism and Anti-Money Laundering Regulations
 27




---



##### 



Financial Services
(BankAtlantic Bancorp)
   
    
    internal policies, procedures and controls designed to implement and maintain the
savings banks compliance with all of the requirements of the USA PATRIOT Act, the BSA and
related laws and regulations;
    
    systems and procedures for monitoring and reporting of suspicious transactions and
activities;
    
    a designated compliance officer;
    
    employee training;
    
    an independent audit function to test the anti-money laundering program;
    
    procedures to verify the identity of each customer upon the opening of accounts; and
    
    heightened due diligence policies, procedures and controls applicable to certain foreign
accounts and relationships.
   Consumer Protection
 
    
    require lenders to disclose credit terms in meaningful and consistent ways;
    
    require financial institutions to establish policies and procedures regarding identity
theft and notify customers of certain information concerning their credit reporting;
    
    prohibit discrimination against an applicant in any consumer or business credit
transaction;
    
    prohibit discrimination in housing-related lending activities;
    
    require certain lender banks to collect and report applicant and borrower data regarding
loans for home purchase or improvement projects;
    
    require lenders to provide borrowers with information regarding the nature and cost of
real estate settlements;
    
    prohibit certain lending practices and limit escrow account amounts with respect to real
estate transactions; and
    
    prescribe penalties for violations of the requirements of consumer protection statutes
and regulations.
 28




---



##### 



Employees
   Regulatory Matters  Real Estate
   Competition
 Real Estate
   Financial Services
   29




---



##### 



ITEM 1A. RISK FACTORS
 RISKS RELATED TO BFC, GENERALLY
 We have in the past incurred cash flow deficits at the BFC parent company level which we expect
will continue in the future.
  Adverse conditions and events where our investments are currently concentrated or in the industries
in which our subsidiaries operate could continue to adversely impact our results and future growth.
  We are subject to the risks faced by the companies in which we currently hold investments.
  We will be required to make a cash payment to shareholders of Woodbridge who exercised appraisal
rights in connection with the Merger.
  30




---



##### 



Regulatory restrictions, BankAtlantic performance and the terms of indebtedness limit or restrict
BankAtlantic Bancorps ability to pay dividends which may impact our cash flow.
    The payment of dividends by Bluegreen is not within our control.
   Dividends and distributions from our subsidiaries to their respective parent companies may be
subject to claims in the future from creditors of the subsidiary.
  31




---



##### 



There are inherent uncertainties involved in estimates, judgments and assumptions used in the
preparation of financial statements in accordance with GAAP. Any changes in estimates, judgments
and assumptions used could have a material adverse effect on our financial position and operating
results.
  Our activities and our subsidiaries activities are subject to a wide range of regulatory
requirements applicable to financial institutions and holding companies, and noncompliance with
such regulations could have a material adverse effect on our business.
  
    
    limit the payment of dividends by BankAtlantic to BankAtlantic Bancorp;
    
    limit transactions between us, BankAtlantic, BankAtlantic Bancorp and the subsidiaries
or affiliates of either;
    
    limit the activities of BankAtlantic, BankAtlantic Bancorp or us; or
    
    impose capital requirements on us or BankAtlantic Bancorp.
  32




---



##### 



Certain members of our Board of Directors and certain of our executive officers are also directors
and executive officers of our affiliates.
  Risks Associated with Our Investments in the Restaurant Industry
  
    
    the current economic downturn has adversely impacted consumer spending patterns and has
had negative effects on consumer discretionary spending;
    
    the limited availability and high cost of credit may continue or deteriorate further;
    
    higher than normal food costs may adversely impact our results of operations;
    
    the failure of existing or new restaurants to perform as expected;
    
    the inability to construct new restaurants and remodel existing restaurants within
projected budgets and time periods;
    
    increases in the minimum wage;
    
    increases in unemployment;
    
    intense competition in the restaurant industry;
    
    the food service industry is affected by litigation and publicity concerning food
quality, health and other issues, which could cause customers to avoid a particular
restaurant, result in significant liabilities or litigation costs or damage reputation or
brand recognition; and
    
    implementing growth and renovation strategies may strain available resources.
 Our portfolio of equity securities and our investments in BankAtlantic Bancorp, Benihana and
Bluegreen subjects us to equity pricing risks.
   33




---



##### 



Our net operating loss carryforwards will be substantially limited as a result of the Merger with
Woodbridge because the Merger resulted in an ownership change as defined in the Internal Revenue
Code.
  Issuance of Additional Securities In The Future.
  Our control position may adversely affect the market price of BankAtlantic Bancorps Class A Common
Stock and Bluegreens common stock.
  Alan B. Levan And John E. Abdos Control Position May Adversely Affect The Market Price Of Our
Common Stock.
  34




---



##### 



The terms of our articles of incorporation, which establish fixed relative voting percentages
between our Class A Common Stock and Class B Common Stock, may not be well accepted by the market.
  The loss of the services of our key management and personnel could adversely affect our business.
  35




---



##### 



RISKS RELATED TO WOODBRIDGE
 The defaults by Woodbridge and its subsidiaries under the terms of their outstanding indebtedness
have resulted in acceleration of the debt and may result in judgments against the obligors.
  Core has ceased substantially all development operations and may not be successful in achieving an
orderly liquidation of its assets.
  Core utilized community development district and special assessment district bonds to fund
development costs, and Core will be responsible for assessments until the underlying property is
sold or otherwise transferred.
  It may be difficult and costly to rent vacant space and space which may become vacant in future
periods.
  36




---



##### 



If prospective purchasers of assets and tenants are not able to obtain suitable financing, our
results of operations may further decline.
  Product liability litigation and claims that arise in the ordinary course of business may be
costly.
  We are subject to governmental regulations that may limit our operations, increase our expenses or
subject us to liability.
  
    
    environmental matters, including the presence of hazardous or toxic substances;
    
    wetland preservation;
    
    health and safety;
    
    zoning, land use and other entitlements;
    
    building design; and
    
    density levels.
  We are subject to environmental laws and the cost of compliance could adversely affect our
business.
  37




---



##### 



Levitt and Sons had surety bonds on most of their projects, some of which were subject to indemnity
by Woodbridge.
  38




---



##### 



RISKS RELATED TO BLUEGREEN
 Bluegreen presents its results in two reportable segments. Bluegreens results of operations
for the Bluegreen Interim Period are consolidated in BFC Financial Corporations financial
statements. Bluegreen is a separate public company and its management prepared the following
discussion regarding Bluegreen which was included in Bluegreens Annual Report on Form 10-K for
the year ended December 31, 2009 which was filed with the Securities and Exchange Commission on
March 31, 2010. Accordingly, references to we, us or our in this section are references to
Bluegreen and its subsidiaries, and are not references to BFC, Woodbridge, or BankAtlantic Bancorp.
  The state of the economy, generally, interest rates and the availability of financing affect our
ability to market VOIs and residential homesites.
  We would incur substantial losses if the customers we finance default on their obligations, and
new credit underwriting standards may not have the anticipated favorable impact on performance.
 ® ® ® ®
  39




---



##### 



Our business plan historically has depended on our ability to sell or borrow against our notes
receivable to support our liquidity and profitability .
   While we have attempted to restructure our business to reduce our need for and reliance on
financing for liquidity in the short term, there is no assurance that such restructuring will be
successful or that our business and profitability will not otherwise continue to depend on our
ability to obtain financing, which may not be available on favorable terms, or at all.
   
    
    support our operations;
    
    finance the acquisition and development of VOI inventory and residential land;
    
    finance a substantial percentage of our sales; and
    
    satisfy our debt and other obligations.
 40




---



##### 



Our results of operations and financial condition could be adversely impacted if our estimates
concerning our notes receivable are incorrect.
  
    
    actual prepayments with respect to loans sold occur more quickly than was
projected;
    
    actual defaults and/or loss severity rates with respect to loans sold are greater
than estimated;
    
    the portfolio of receivables sold fails to satisfy specified performance criteria;
or
    
    conditions in the securitization market continue to result in a widening of
interest spreads, causing the discount rates used to value our retained interest in
notes receivable sold to increase.
  Our future success depends on our ability to market our products successfully and efficiently.
  We are subject to the risks of the real estate market and the risks associated with real estate
development, including the declines in real estate values and the deterioration of real estate
sales.
  
    
    levels of unemployment;
    
    levels of discretionary disposable income;
    
    levels of consumer confidence;
    
    the availability of financing;
    
    overbuilding or decreases in demand;
    
    interest rates; and,
    
    federal, state and local taxation methods.
 41




---



##### 



Our adoption on January 1, 2010, of recently issued accounting guidance will have a material
adverse impact on our net worth, leverage, and book value per share.
  Claims for development-related defects could adversely affect our financial condition and
operating results.
  The resale market for VOIs could adversely affect our business.
  42




---



##### 



We may be adversely affected by extensive federal, state and local laws and regulations and
changes in applicable laws and regulations, including with respect to the imposition of
additional taxes on operations.
  
    
    timeshare project registration laws;
    
    real estate licensure laws;
    
    mortgage licensure laws;
    
    sellers of travel licensure laws;
    
    anti-fraud laws;
    
    consumer protection laws;
    
    telemarketing laws;
    
    prize, gift and sweepstakes laws; and
    
    consumer credit laws.
     43




---



##### 



Environmental liabilities, including claims with respect to mold or hazardous or toxic
substances, could have a material adverse impact on our business.
  The ratings of third-party rating agencies could adversely impact our ability to obtain, renew,
or extend credit facilities, debt, or otherwise raise capital
   The loss of the services of our key management and personnel could adversely affect our business.
  44




---



##### 



Financial Services Risk Factors
 Our Financial Services activities consist of BankAtlantic Bancorp (and its federal savings
bank subsidiary, BankAtlantic), whose results of operations are consolidated with BFC. The only
assets available to BFC from BankAtlantic Bancorp are dividends when and if declared and paid by
BankAtlantic Bancorp. BankAtlantic Bancorp is a separate public company and its management prepared
the following discussion which was included in BankAtlantic Bancorps Annual Report on Form 10-K
for the year ended December 31, 200,9 which was filed with the Securities and Exchange Commission
on March 19, 2010. Accordingly, references to we, us or our in this section under the caption
Financial Services are references to BankAtlantic Bancorp and its subsidiaries, and are not
references to BFC Financial Corporation, Bluegreen Corporation or Woodbridge.
 BankAtlantic Bancorp has incurred significant losses during the last three years and if
BankAtlantic Bancorp continues to incur significant losses BankAtlantic Bancorp will need to raise
additional capital, which may not be available on attractive terms, if at all.
    Continued capital and credit market volatility may adversely affect our ability to access capital
and may have a material adverse effect on our business, financial condition and results of
operations.
  45




---



##### 



BankAtlantic Bancorp has deferred interest on its outstanding junior subordinated debentures and
anticipates that it will continue to defer this interest for the foreseeable future which could
adversely affect its financial condition and liquidity.
  BankAtlantic Bancorps cash offers to purchase $230 million of trust preferred securities issued by
statutory business trusts formed by BankAtlantic Bancorp may not be consummated.
  46




---



##### 



Historically BankAtlantic Bancorp has relied on dividends from BankAtlantic to service its debt and
pay dividends, but no dividends from BankAtlantic are anticipated or contemplated for the
foreseeable future.
   The decline in the Florida real estate market has adversely affected, and may continue to adversely
affect, our earnings and financial condition.
  BankAtlantics loan portfolio is concentrated in loans secured by real estate, a majority of which
are located in Florida, which makes us very susceptible to credit losses given the current
depressed real estate market.
    47




---



##### 



BankAtlantics consumer loan portfolio is concentrated in home equity loans collateralized by
Florida properties primarily located in the markets where BankAtlantic operates its store network.
  An increase in BankAtlantics allowance for loan losses will result in reduced earnings.
  
    
    the risk characteristics of various classifications of loans;
    
    previous loan loss experience;
    
    specific loans that have probable loss potential;
    
    delinquency trends;
    
    estimated fair value of the collateral;
    
    current economic conditions;
    
    the views of its regulators; and
    
    geographic and industry loan concentrations.
 48




---



##### 



Adverse events in Florida, where BankAtlantic Bancorp business is currently concentrated, could
adversely impact our results and future growth.
  BankAtlantics interest-only residential loans expose it to greater credit risks.
  Nonperforming assets take significant time to resolve and adversely affect our results of
operations and financial condition, and could result in further losses in the future.
  49




---



##### 



Changes in interest rates could adversely affect our net interest income and profitability.
   
    
    interest income on interest-earning assets, such as loans; and
    
    interest expense on interest-bearing liabilities, such as deposits.
   
    
    it amortizes premiums on acquired loans and securities, and if loans
or securities are prepaid, the unamortized premium will be charged
off; and
    
    the yields it earns on the investment of funds that it receives from
prepaid loans and securities are generally less than the yields that
it earned on the prepaid loans.
   50




---



##### 



BankAtlantic obtains a significant portion of its non-interest income through service charges on
core deposit accounts, and recent legislation designed to limit service charges could reduce our
fee income.
  The cost and outcome of pending legal proceedings may impact our results of operations
  BankAtlantic has significantly reduced operating expenses over the past three years and
BankAtlantic may not be able to continue to reduce expenses without adversely impacting its
operations.
  Deposit insurance premium assessments may increase substantially, which would adversely affect
expenses.
  Further reductions in BankAtlantics assets may adversely affect our earnings and/or operations.
  51




---



##### 



Adverse market conditions have affected and may continue to affect the financial services industry
as well as our business and results of operations.
  
    
    BankAtlantics borrowers may be unable to make timely repayments of
their loans, or the value of real estate collateral securing the
payment of such loans may continue to decrease which could result in
increased delinquencies, foreclosures and customer bankruptcies, any
of which would increase levels of non-performing loans resulting in
significant credit losses, and increased expenses and could have a
material adverse effect on our operating results.
    
    Further disruptions in the capital markets or other events, including
actions by rating agencies and deteriorating investor expectations,
may result in an inability to borrow on favorable terms or at all from
other financial institutions or government entities.
    
    Increased regulation of the industry may increase costs, decrease fee
income and limit BankAtlantics activities and operations.
    
    Increased competition among financial services companies based on the
recent consolidation of competing financial institutions and the
conversion of investment banks into bank holding companies, may
adversely affect BankAtlantics ability to competitively market its
products and services.
    
    BankAtlantic may be required to pay significantly higher FDIC deposit premiums and assessments.
    
    Continued asset valuation declines could adversely impact our credit
losses and result in additional impairments of goodwill and other
assets.
 Legislative and regulatory actions taken now or in the future may have a significant adverse effect
on our financial statements.
  52




---



##### 




    
    The Federal Reserves proposed guidance on incentive compensation
policies at banking organizations and the FDICs proposed rules tying
employee compensation to assessments for deposit insurance;
    
    Proposals to limit a lenders ability to foreclose on mortgages or
make such foreclosures less economically viable, including by allowing
Chapter 13 bankruptcy plans to cram down the value of certain
mortgages on a consumers principal residence to its market value
and/or reset interest rates and monthly payments to permit defaulting
debtors to remain in their home;
    
    Proposed legislation concerning the comprehensive regulation of the
over-the-counter derivatives market, including robust and
comprehensive prudential supervision (including strict capital and
margin requirements) for all over-the-counter derivative dealers and
major market participants and central clearing of standardized
over-the-counter derivatives; and
    
    Proposal which would prohibit banks and bank holding companies from
engaging in proprietary trading or owning, investing or sponsoring a
hedge fund or private equity fund.
    BankAtlantic Bancorp and BankAtlantic are each subject to significant regulation and BankAtlantic
Bancorps activities and the activities of BankAtlantic Bancorps subsidiaries, including
BankAtlantic, are subject to regulatory requirements that could have a material adverse effect on
BankAtlantic Bancorps business.
  53




---



##### 




    
    prohibit the payment of dividends by BankAtlantic to BankAtlantic Bancorp;
    
    limit transactions between BankAtlantic Bancorp, BankAtlantic and the subsidiaries or affiliates of either;
    
    limit BankAtlantic Bancorps activities and the activities of BankAtlantic; or
    
    Impose capital requirements on BankAtlantic Bancorp or additional capital requirements on BankAtlantic.
  BankAtlantic is subject to liquidity risk as its loans are funded by its deposits.
  Our loan portfolio subjects BankAtlantic Bancorp to high levels of credit and counterparty risk.
    54




---



##### 



BankAtlantic Bancorp is controlled by BFC Financial Corporation and its controlling shareholders
and this control position may adversely affect the market price of BankAtlantic Bancorps Class A
common stock.
  BFC can reduce its economic interest in us and still maintain voting control.
  Provisions in BankAtlantic Bancorp charter documents may make it difficult for a third party to
acquire BankAtlantic Bancorp and could depress the price of its Class A Common Stock.
  
    
    the provisions in BankAtlantic Bancorp Restated Articles of
Incorporation regarding the voting rights of BankAtlantic Bancorp
Class B common stock;
    
    the authority of BankAtlantic Bancorp board of directors to issue
additional shares of common or preferred stock and to fix the relative
rights and preferences of the preferred stock without additional
shareholder approval;
    
    the division of BankAtlantic Bancorp board of directors into three
classes of directors with three-year staggered terms; and
    
    advance notice procedures to be complied with by shareholders in order
to make shareholder proposals or nominate directors.
 55




---



##### 



A sustained decline in BankAtlantic Bancorps Class A common stock price may result in the
delisting of its Class A common stock from the New York Stock Exchange.
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  56




---



##### 



ITEM 2. PROPERTIES
     Miami -
    
    
    
    
    
    
    Palm
    
    
    TampaDade
    
    
    Broward
    
    
    Beach
    
    
    BayOwned full-service stores
    
    
    9
    
    
    
    13
    
    
    
    25
    
    
    
    7Leased full-service stores
    
    
    11
    
    
    
    11
    
    
    
    5
    
    
    
    5Ground leased full-service stores (1)
    
    
    3
    
    
    
    3
    
    
    
    1
    
    
    
    7Total full-service stores
    
    
    23
    
    
    
    27
    
    
    
    31
    
    
    
    19Lease expiration dates
    
    
    2010-2018
    
    
    
    2010-2015
    
    
    
    2011-2014
    
    
    
    2010-2023Ground lease expiration dates
    
    
    2026-2027
    
    
    
    2017-2072
    
    
    
    2026
    
    
    
    2026-2032
 
 (1)
    
    Stores in which BankAtlantic owns the building and leases the land.  Miami -
    
    
    
    
    
    
    Palm
    
    
    Tampa
    
    
    Orlando /Dade
    
    
    Broward
    
    
    Beach
    
    
    Bay
    
    
    JacksonvilleLeased drive-through facilities
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    Leased drive through expiration
dates
    
    
    2010
    
    
    
    2011-2014
    
    
    
    
    
    
    
    
    
    
    
    Leased back-office facilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    1Leased back-office expiration dates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2014
    
    
    
    2013
  Miami -
    
    
    
    
    
    
    Palm
    
    
    Tampa
    
    
    Orlando /Dade
    
    
    Broward
    
    
    Beach
    
    
    Bay
    
    
    JacksonvilleExecuted leases for new stores
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    Executed lease expiration dates
    
    
    
    
    
    
    2030
    
    
    
    2028
    
    
    
    
    
    
    
    Executed leases held for sublease
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    5
    
    
    
    2Executed lease expiration dates
    
    
    
    
    
    
    2013
    
    
    
    
    
    
    
    2010-2048
    
    
    
    2028-2029Land held for sale
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    4
 57




---



##### 



ITEM 3. LEGAL PROCEEDINGS
 BFC and its Wholly Owned Subsidiaries
  National Bank of South Carolina v. Core Communities of South Carolina, LLC, et al. South Carolina
Court of Common Pleas, Fourteenth Judicial Circuit
  In re: Levitt and Sons, LLC, et al., No. 07-19845-BKC-RBR, U.S. Bankruptcy Court Southern District
of Florida
 Joint Home Purchase
Deposit Creditors Committee of Creditors Holding Unsecured Claims
  58




---



##### 



Robert D. Dance, individually and on behalf of all others similarly situated v. Woodbridge Holdings
Corp. (formerly known as Levitt Corp.), Alan B. Levan, and George P. Scanlon, Case No.
08-60111-Civ-Graham/OSullivan, Southern District of Florida
  Westchester Fire Insurance Company vs. City of Brooksville, United States District Court, Middle
District of Florida, Tampa Division, Case No. 8:09 CV 00062-T23 TBM
  Bluegreen Corporation
 Kelly Fair Labor Standards Act Lawsuit
 Steven Craig Kelly and Jack Clark, individually and on
behalf of others similarly situated v. Bluegreen Corporation
 59




---



##### 



Pennsylvania Attorney General Lawsuit
 Commonwealth of Pennsylvania
Acting by Attorney General Thomas W. Corbett, Jr. v. Bluegreen Corporation, Bluegreen Resorts,
Bluegreen Vacations Unlimited, Inc. and Great Vacation Destinations, Inc.
 Destin, Florida Deposit Dispute Lawsuit
 Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.,; Hubert A. Laird; and MSB of Destin, Inc.,
 Mountain Lakes Mineral Rights
 Betty Yvon
Lesley et a1 v. Bluff Dale Development Corporation, Bluegreen Southwest One. L.P. et al., Betty Yvon Lesley et a1 v. Bluff Dale
Development Corporation, Bluegreen Southwest One. L.P. et al. Bluegreen Southwest One, L.P. et al. v. Betty Yvon Lesley et al.
 60




---



##### 



Property Owners Association of Mountain Lakes Ranch, Inc. v. Bluegreen
Southwest One, L.P. et al. th
 Marshall, et al. Lawsuit regarding Community Amenities
 William Marshall and Patricia
Marshall, et al. v. Bluegreen Southwest One, L.P., Bluegreen Southwest Land, Inc., Bluegreen
Corporation, Stephen Davis, and Bluegreen Communities of Texas, L.P.
 Schwarz, et al. Lawsuit regarding Community Amenities
 Paul A. Schwarz and Barbara
S. Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
  BankAtlantic Bancorp
 In re BankAtlantic Bancorp, Inc. Securities Litigation, No. 0:07-cv-61542-UU, United States
District Court, Southern District of Florida
 Hubbard Alarm Specialties, Inc. v. BankAtlantic Bancorp, Inc.
 61




---



##### 



D.W. Hugo, individually and on behalf of Nominal Defendant BankAtlantic Bancorp, Inc. vs.
BankAtlantic Bancorp, Inc., Alan B. Levan, Jarett S. Levan, Jay C. McClung, Marcia K. Snyder,
Valerie Toalson, James A. White, John E. Abdo, D. Keith Cobb, Steven M. Coldren, and David A.
Lieberman, Case No. 0:08-cv-61018-UU, United States District Court, Southern District of Florida
  Albert R. Feldman, Derivatively on behalf of Nominal Defendant BankAtlantic Bancorp, Inc.
vs. Alan B. Levan, et al.,
 Wilmine Almonor, individually and on behalf of all others similarly situated, vs. BankAtlantic
Bancorp, Inc., Steven M. Coldren, Mary E. Ginestra, Willis N. Holcombe, Jarett S. Levan, John E.
Abdo, David A. Lieberman, Charlie C. Winningham II, D. Keith Cobb, Bruno L. DiGiulian, Alan B.
Levan, James A. White, the Security Plus Plan Committee, and Unknown Fiduciary Defendants 1-50, No.
0:07-cv-61862- DMM, United States District Court, Southern District of Florida.
 Hubbard
  SEC Investigation
  62




---



##### 



Lashelle Farrington, individually and on behalf of all others similarly situated, v. BankAtlantic,
a Federal Savings Bank, Case No. 09-006210 (11), in the Circuit Court of the Seventeenth Judicial
Circuit in and for Broward County, Florida.
 Farrington
 Joel and Elizabeth Rothman, on behalf of themselves and all persons similarly situated vs.
BankAtlantic, Case No. 09-059341 (07), Circuit Court of the 17th Judicial Circuit for Broward
County, Florida.
   
 ITEM 4. REMOVED AND RESERVED
 63




---



##### 



PART II
 
 ITEM
5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
  
    
    Each share of Class A Common Stock is entitled to one vote for each share held, with all
holders of Class A Common Stock possessing in the aggregate 22% of the total voting power.
Holders of Class B Common Stock have the remaining 78% of the total voting power. If the
number of shares of Class B Common Stock outstanding decreases to 1,800,000 shares, the
Class A Common Stocks aggregate voting power will increase to 40% and the Class B Common
Stock will have the remaining 60%. If the number of shares of Class B Common Stock
outstanding decreases to 1,400,000 shares, the Class A Common Stocks aggregate voting
power will increase to 53% and the Class B Common Stock will have the remaining 47%. If the
number of shares of Class B Common Stock outstanding decreases to 500,000, the fixed voting
percentages will be eliminated.
    
    Each share of Class B Common Stock is convertible at the option of the holder thereof
into one share of Class A Common Stock.
  Market Information
   Class A Common Stock:
    
    High
    
    
    Low2008First Quarter
    
    $
    1.56
    
    
    $
    0.50Second Quarter
    
    
    1.26
    
    
    
    0.57Third Quarter
    
    
    1.04
    
    
    
    0.45Fourth Quarter
    
    
    0.68
    
    
    
    0.122009First Quarter
    
    $
    0.32
    
    
    $
    0.06Second Quarter
    
    
    0.51
    
    
    
    0.16Third Quarter
    
    
    0.70
    
    
    
    0.26Fourth Quarter
    
    
    0.74
    
    
    
    0.31
 64




---



##### 



Class B Common Stock:
    
    High
    
    
    Low2008First Quarter
    
    $
    1.50
    
    
    $
    1.08Second Quarter
    
    
    1.20
    
    
    
    0.65Third Quarter
    
    
    0.75
    
    
    
    0.52Fourth Quarter
    
    
    0.55
    
    
    
    0.252009First Quarter
    
    $
    0.25
    
    
    $
    0.25Second Quarter
    
    
    0.51
    
    
    
    0.25Third Quarter
    
    
    0.40
    
    
    
    0.30Fourth Quarter
    
    
    1.24
    
    
    
    0.31
 Holders
  Dividends
   Issuer Purchases of Equity Securities
  65




---



##### 



ITEM 6. SELECTED FINANCIAL DATA
  (Dollars in thousands, except for per share data)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Statement of Operations Data (e):RevenuesReal Estate and Other
    
    $
    39,726
    
    
    
    16,870
    
    
    
    415,881
    
    
    
    573,574
    
    
    
    564,697Financial Services
    
    
    354,087
    
    
    
    449,571
    
    
    
    520,793
    
    
    
    507,746
    
    
    
    445,537393,813
    
    
    
    466,441
    
    
    
    936,674
    
    
    
    1,081,320
    
    
    
    1,010,234Costs and ExpensesReal Estate and Other
    
    
    206,892
    
    
    
    76,470
    
    
    
    711,073
    
    
    
    617,211
    
    
    
    507,948Financial Services
    
    
    573,467
    
    
    
    634,970
    
    
    
    579,458
    
    
    
    474,311
    
    
    
    381,916780,359
    
    
    
    711,440
    
    
    
    1,290,531
    
    
    
    1,091,522
    
    
    
    889,864Gain on bargain purchase of Bluegreen
    
    
    183,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain on settlement of investment in Woodbridges subsidiary
    
    
    29,679
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity in earnings from unconsolidated affiliates
    
    
    33,381
    
    
    
    15,064
    
    
    
    12,724
    
    
    
    10,935
    
    
    
    13,404Impairment of unconsolidated affiliates
    
    
    (31,181
    )
    
    
    (96,579
    )
    
    
    
    
    
    
    
    
    
    
    Investments gains (losses), interest and other income
    
    
    19,549
    
    
    
    (5,722
    )
    
    
    17,183
    
    
    
    11,479
    
    
    
    13,033(Loss) income from continuing operations
before income taxes
    
    
    (151,980
    )
    
    
    (332,236
    )
    
    
    (323,950
    )
    
    
    12,212
    
    
    
    146,807(Benefit) provision for income taxes
    
    
    (67,218
    )
    
    
    15,763
    
    
    
    (70,246
    )
    
    
    (516
    )
    
    
    59,672(Loss) income from continuing operations
    
    
    (84,762
    )
    
    
    (347,999
    )
    
    
    (253,704
    )
    
    
    12,728
    
    
    
    87,135Discontinued operations, net of income tax
    
    
    (11,931
    )
    
    
    19,388
    
    
    
    8,799
    
    
    
    (10,554
    )
    
    
    17,926Extraordinary gain, net of income tax
    
    
    
    
    
    
    9,145
    
    
    
    2,403
    
    
    
    
    
    
    
    Net (loss) income
    
    
    (96,693
    )
    
    
    (319,466
    )
    
    
    (242,502
    )
    
    
    2,174
    
    
    
    105,061Less: Net (loss) income attributable to noncontrolling interests
    
    
    (122,414
    )
    
    
    (260,567
    )
    
    
    (212,043
    )
    
    
    4,395
    
    
    
    92,287Net income (loss) attributable to BFC
    
    
    25,721
    
    
    
    (58,899
    )
    
    
    (30,459
    )
    
    
    (2,221
    )
    
    
    12,774Preferred Stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net income (loss) allocable to common stock
    
    $
    24,971
    
    
    
    (59,649
    )
    
    
    (31,209
    )
    
    
    (2,971
    )
    
    
    12,024Common Share Data (a), (b), (c)Basic earnings (loss) per share of common stock from:continuing operations
    
    $
    0.68
    
    
    
    (1.63
    )
    
    
    (0.90
    )
    
    
    (0.04
    )
    
    
    0.24discontinued operations
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    0.03
    
    
    
    (0.05
    )
    
    
    0.18extraordinary items
    
    
    
    
    
    
    0.20
    
    
    
    0.06
    
    
    
    
    
    
    
    Basic earnings (loss) per share of common stock
    
    $
    0.44
    
    
    
    (1.32
    )
    
    
    (0.81
    )
    
    
    (0.09
    )
    
    
    0.42Diluted earnings (loss) per share of common stock from:continuing operations
    
    $
    0.68
    
    
    
    (1.63
    )
    
    
    (0.90
    )
    
    
    (0.05
    )
    
    
    0.22discontinued operations
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    0.03
    
    
    
    (0.05
    )
    
    
    0.15extraordinary items
    
    
    
    
    
    
    0.20
    
    
    
    0.06
    
    
    
    
    
    
    
    Diluted earnings (loss) per share of common stock
    
    $
    0.44
    
    
    
    (1.32
    )
    
    
    (0.81
    )
    
    
    (0.10
    )
    
    
    0.37Basic weighted average number of
common shares outstanding
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778
    
    
    
    33,249
    
    
    
    28,952Diluted weighted average number of
common shares outstanding
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778
    
    
    
    33,249
    
    
    
    31,219
 66




---



##### 



Item 6. Selected Financial Data  continued
 December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Balance Sheet (at period end)Loans, loans held for sale and notes
receivable, net
    
    $
    3,960,715
    
    
    
    4,317,645
    
    
    
    4,528,538
    
    
    
    4,603,505
    
    
    
    4,628,744Real estate inventory
    
    $
    494,291
    
    
    
    268,763
    
    
    
    270,229
    
    
    
    847,492
    
    
    
    632,597Securities
    
    $
    467,520
    
    
    
    979,417
    
    
    
    1,191,173
    
    
    
    1,081,980
    
    
    
    1,064,857Total assets
    
    $
    6,047,037
    
    
    
    6,395,582
    
    
    
    7,114,433
    
    
    
    7,605,766
    
    
    
    7,395,755Deposits
    
    $
    3,948,818
    
    
    
    3,919,796
    
    
    
    3,953,405
    
    
    
    3,867,036
    
    
    
    3,752,676Securities sold under agreements to
repurchase and federal funds purchased
    
    $
    27,271
    
    
    
    279,726
    
    
    
    159,905
    
    
    
    128,411
    
    
    
    249,263Other borrowings (d)
    
    $
    1,362,000
    
    
    
    1,556,362
    
    
    
    1,992,718
    
    
    
    2,398,662
    
    
    
    2,121,315BFC shareholders equity
    
    $
    245,059
    
    
    
    112,867
    
    
    
    184,037
    
    
    
    177,585
    
    
    
    183,080Noncontrolling interests
    
    $
    158,852
    
    
    
    262,554
    
    
    
    558,950
    
    
    
    698,323
    
    
    
    696,522Total equity
    
    $
    403,911
    
    
    
    375,421
    
    
    
    742,987
    
    
    
    875,908
    
    
    
    879,602
 
 (a)
    
    Since its inception, BFC has not paid any cash dividends on its common stock.(b)
    
    While the Company has two classes of common stock outstanding, the two-class method is not presented
because the companys capital structure does not provide for different dividend rates or other
preferences, other than voting rights, between the two classes.(c)
    
    Prior to the merger of I.R.E. Realty Advisory Group, Inc. (I.R.E. RAG) in November 2007, the 4,764,285
shares of the Companys Class A Common Stock and 500,000 shares of the Companys Class B Common Stock
that were owned by I.R.E. RAG were considered outstanding,. However, because the Company owned 45.5% of
the outstanding common stock of I.R.E. RAG, 2,165,367 shares of Class A Common Stock and 227,250 shares
of Class B Common Stock were eliminated from the number of shares outstanding for purposes of computing
earnings per share.(d)
    
    Other borrowings include advances from FHLB, notes and mortgage notes payable, receivable-backed notes
payable and junior subordinated debentures.(e)
    
    Reclassified to reflect the reporting of discontinued operations, and to conform to the 2009 presentation. 67




---



##### 



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS
 Overview
     BFC and Woodbridge Merger -
 68




---



##### 



Acquisition
of Bluegreen shares -
 Acquisition
of BankAtlantic Bancorp shares -
 Levitt and Sons Bankruptcy Settlement -
 69




---



##### 



Reclassification
of Discontinued Operations -
   BFC Financial Corporation Summary of Consolidated Results of Operations
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Real Estate and Other
    
    $
    104,758
    
    
    
    (128,755
    )
    
    
    (223,692
    )Financial Services
    
    
    (189,520
    )
    
    
    (219,244
    )
    
    
    (30,012
    )Loss from continuing operations
    
    
    (84,762
    )
    
    
    (347,999
    )
    
    
    (253,704
    )Discontinued operations, net of income tax
    
    
    (11,931
    )
    
    
    19,388
    
    
    
    8,799Extraordinary gain, net of income tax
    
    
    
    
    
    
    9,145
    
    
    
    2,403Net loss
    
    
    (96,693
    )
    
    
    (319,466
    )
    
    
    (242,502
    )Less: Net loss attributable to noncontrolling interests
    
    
    (122,414
    )
    
    
    (260,567
    )
    
    
    (212,043
    )Net income (loss) attributable to BFC
    
    
    25,721
    
    
    
    (58,899
    )
    
    
    (30,459
    )5% Preferred stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net income (loss) allocable to common stock
    
    $
    24,971
    
    
    
    (59,649
    )
    
    
    (31,209
    )
   70




---



##### 



71




---



##### 



Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    an increase in cash and cash equivalents primarily reflecting BankAtlantic Bancorp
$116.7 million of higher cash balances at the Federal Reserve Bank associated with daily
cash management activities. This contributed to the net increase in cash and cash
equivalents of approximately $37.1 million and cash provided by operations of
approximately $6.0 million. Cash provided by investing activities was approximately $919.4
million and cash used in financing activities was $888.3 million;
    
    a decrease in securities available for sale reflecting BankAtlantics sale of $284.0
million of residential mortgage-backed securities as well as prepayments by borrowers
associated with residential mortgage refinancing of $59 million in response to low
historical residential mortgage interest rates during 2009;
    
    an increase in current income tax receivable reflecting BankAtlantic Bancorps and
Woodbridges receivable of approximately $31.8 million and $34.6 million, respectively,
from the Department of the Treasury associated with a change in the income tax net
operating loss carry-back laws;
    
    a decrease in BankAtlantics tax certificate balances primarily due to redemptions and
decreased tax certificate acquisitions during 2009;
    
    a decrease in BankAtlantics loan receivable balances associated with $185.9 million
of loan charge-offs, $50.0 million increase in the allowance for loan losses, as well as
refinancing of residential loans in the normal course of business combined with a
significant decline in loan purchases and originations;
    
    an increase in real estate inventory mainly due to the consolidation of Bluegreen and
partially offset by an impairment charge of approximately $101.9 million recorded in
connection with Core Communities and Carolina Oaks inventory of real estate, including
purchase accounting adjustment of $8.9 million;
    
    an increase in real estate owned associated with BankAtlantics commercial real estate
and residential loan foreclosures;
    
    a decrease in BankAtlantics goodwill associated with an $8.5 million impairment charge
to goodwill, net of purchase accounting adjustment in the amount of $0.8 million, and a
$2.0 million impairment charge related to goodwill associated with Woodbridges investment
in Pizza Fusion;
    
    a decrease in assets held for sale resulting from the decrease in value of Core
Communities assets from discontinued operations; and
    
    an increase in other assets due in part to $31.3 million prepaid FDIC insurance
assessments for the three years ended December 31, 2012.
  
    
    a decrease in BankAtlantics interest bearing deposit account balances of $36 million
associated with $445.2 million of lower time deposits and insured money market savings
accounts partially offset by $416.4 million of higher interest bearing checking account
balances reflecting higher NOW account balances combined with intercompany eliminations
of $8.7 million;
    
    a $85.9 million increase in non-interest-bearing deposit balances at BankAtlantic
primarily due to increased customer balances combined with intercompany eliminations of
$12.2 million;
    
    lower FHLB advances and short term borrowings at BankAtlantic due to repayments using
proceeds from the sales of securities, loan repayments and increases in deposit
account balances;
    
    an increase in BankAtlantic Bancorps junior subordinated debentures liability due to
interest deferrals;
 72




---



##### 




    
    the reversal of the loss in excess of investment in Levitt and Sons as a result of the
Bankruptcy Courts approval of the Levitt and Sons bankruptcy plan; and
    
    a decrease in other liabilities primarily reflecting a significant decline in accrued
interest payable due to lower FHLB advance and short term borrowing balances as well as a
substantial decline in the cost of funds for 2009 compared to 2008. The decrease in
other liabilities was partially offset with an accrual recorded in the fourth quarter of
2009 of approximately $10.7 million in connection with a portion of the tax refund, that
will be payable to the Levitt and Sons estate upon receipt.
 Redeemable 5% Cumulative Preferred Stock
     Noncontrolling Interest
  December 31,2009
    
    
    2008BankAtlantic Bancorp
    
    $
    88,910
    
    
    
    170,888Woodbridge
    
    
    
    
    
    
    91,389Bluegreen
    
    
    41,905
    
    
    
    Joint ventures
    
    
    28,037
    
    
    
    277$
    158,852
    
    
    
    262,554
 73




---



##### 



Critical Accounting Policies
  Business Combinations
  Fair Value Measurements
  74




---



##### 




    
    Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;
    
    Level 2. Inputs, other than the quoted prices in active markets, that
are observable either directly or indirectly; and
    
    Level 3. Unobservable inputs, when there is little or no market data,
which require the reporting entity to develop its own assumptions.
  Intangible Assets
    Revenue Recognition and Inventory Cost Allocation
   75




---



##### 



Allowance for Loan Losses on VOI Notes Receivables
  Transfers of Financial Assets and Valuation of Retained Interests
  76




---



##### 



Allowance for loan losses
    77




---



##### 



Valuation of investment securities
   78




---



##### 



Other-than-Temporary Impairment of Securities
  Impairment of Goodwill and Long Lived Assets
 Goodwill Impairment
    79




---



##### 




    
    recent data observed in the market, including for similar assets,
    
    cash flow modeling based on projected cash flows and market discount rates, and
    
    estimated fair value of the underlying loan collateral.
  Impairment of Long-lived Assets
  80




---



##### 



Accounting for Deferred Tax Asset Valuation Allowance
    81




---



##### 



Recent Accounting Pronouncements Not Yet Adopted
   Impact of Inflation
   82




---



##### 



BFC Activities
  BFC Activities
    Change
    
    
    ChangeFor the Years Ended December 31,
    
    
    2009 vs.
    
    
    2008 vs.2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007RevenuesSale of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other revenues
    
    
    1,296
    
    
    
    
    
    
    
    
    
    
    
    1,296
    
    
    
    1,296
    
    
    
    
    
    
    
    
    
    
    
    1,296
    
    
    
    Cost and ExpensesCost of sales of real estate
    
    
    7,749
    
    
    
    59
    
    
    
    11,047
    
    
    
    7,690
    
    
    
    (10,988
    )Interest expense, net
    
    
    6,511
    
    
    
    7,641
    
    
    
    903
    
    
    
    (1,130
    )
    
    
    6,738Selling, general and administrative
expenses
    
    
    30,388
    
    
    
    36,886
    
    
    
    45,840
    
    
    
    (6,498
    )
    
    
    (8,954
    )Impairment of goodwill
    
    
    2,001
    
    
    
    
    
    
    
    
    
    
    
    2,001
    
    
    
    Other expenses
    
    
    
    
    
    
    
    
    
    
    2,363
    
    
    
    
    
    
    
    (2,363
    )46,649
    
    
    
    44,586
    
    
    
    60,153
    
    
    
    2,063
    
    
    
    (15,567
    )Gain on bargain purchase of Bluegreen
    
    
    183,138
    
    
    
    
    
    
    
    
    
    
    
    183,138
    
    
    
    Gain on settlement of investment in
Woodbridges subsidiary
    
    
    16,296
    
    
    
    
    
    
    
    
    
    
    
    16,296
    
    
    
    Equity in earnings from unconsolidated
affiliates
    
    
    32,276
    
    
    
    8,844
    
    
    
    10,224
    
    
    
    23,432
    
    
    
    (1,380
    )Impairment of unconsolidated affiliates
    
    
    (31,181
    )
    
    
    (94,426
    )
    
    
    
    
    
    
    63,245
    
    
    
    (94,426
    )Impairment of investments
    
    
    (2,396
    )
    
    
    (17,694
    )
    
    
    
    
    
    
    15,298
    
    
    
    (17,694
    )Investment gains
    
    
    6,654
    
    
    
    2,076
    
    
    
    1,295
    
    
    
    4,578
    
    
    
    781Interest, dividend and other income
    
    
    5,775
    
    
    
    8,963
    
    
    
    14,688
    
    
    
    (3,188
    )
    
    
    (5,725
    )Income (loss) from continuing operations
before income taxes
    
    
    165,209
    
    
    
    (136,823
    )
    
    
    (33,946
    )
    
    
    302,032
    
    
    
    (102,877
    )Less: Benefit for income taxes
    
    
    (34,986
    )
    
    
    (14,887
    )
    
    
    (53,965
    )
    
    
    (20,099
    )
    
    
    39,078Income (loss) from continuing operations
    
    
    200,195
    
    
    
    (121,936
    )
    
    
    20,019
    
    
    
    322,131
    
    
    
    (141,955
    )Extraordinary gain, net of income tax of $0
in 2008 and $1,509 in 2007
    
    
    
    
    
    
    9,145
    
    
    
    2,403
    
    
    
    (9,145
    )
    
    
    6,742Net income (loss)
    
    $
    200,195
    
    
    
    (112,791
    )
    
    
    22,422
    
    
    
    312,986
    
    
    
    (135,213
    )
   83




---



##### 



BFC Activities
         84




---



##### 



BFC Activities
  For the Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007
      85




---



##### 



BFC Activities
  2008 and 2007 Step acquisitions  Purchase Accounting
  BFC Activities- Liquidity and Capital Resources
      86




---



##### 



BFC Activities
      87




---



##### 



BFC Activities
       88




---



##### 



BFC Activities
    89




---



##### 



Real Estate
  Real Estate Operations Segment
   Executive Overview
      90




---



##### 



Real Estate
  Financial and Non-Financial Metrics
  Real Estate Operations
 Year Ended December 31,
    
    
    2009
    
    
    2008vs. 2008
    
    
    vs. 20072009
    
    
    2008
    
    
    2007
    
    
    Change
    
    
    Change(Dollars in thousands)RevenuesSales of real estate
    
    $
    6,605
    
    
    
    13,752
    
    
    
    410,849
    
    
    
    (7,147
    )
    
    
    (397,097
    )Other revenues
    
    
    2,312
    
    
    
    3,033
    
    
    
    6,088
    
    
    
    (721
    )
    
    
    (3,055
    )Total revenues
    
    
    8,917
    
    
    
    16,785
    
    
    
    416,937
    
    
    
    (7,868
    )
    
    
    (400,152
    )Costs and expensesCost of sales of real estate
    
    
    82,105
    
    
    
    22,724
    
    
    
    565,759
    
    
    
    59,381
    
    
    
    (543,035
    )Selling, general and administrative expenses
    
    
    16,343
    
    
    
    20,648
    
    
    
    85,758
    
    
    
    (4,305
    )
    
    
    (65,110
    )Interest expense
    
    
    5,822
    
    
    
    2,075
    
    
    
    10,208
    
    
    
    3,747
    
    
    
    (8,133
    )Other expenses
    
    
    5,433
    
    
    
    
    
    
    
    1,566
    
    
    
    5,433
    
    
    
    (1,566
    )Total costs and expenses
    
    
    109,703
    
    
    
    45,447
    
    
    
    663,291
    
    
    
    64,256
    
    
    
    (617,844
    )Interest income
    
    
    141
    
    
    
    1,938
    
    
    
    4,520
    
    
    
    (1,797
    )
    
    
    (2,582
    )Other income
    
    
    385
    
    
    
    1,403
    
    
    
    6,971
    
    
    
    (1,018
    )
    
    
    (5,568
    )Loss from continuing operations before
income taxes
    
    
    (100,260
    )
    
    
    (25,321
    )
    
    
    (234,863
    )
    
    
    (74,939
    )
    
    
    209,542Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    (5,377
    )
    
    
    
    
    
    
    5,377Loss income from continuing operations
    
    
    (100,260
    )
    
    
    (25,321
    )
    
    
    (240,240
    )
    
    
    (74,939
    )
    
    
    214,919Discontinued operations:(Loss) income from discontinued operations,
net of tax
    
    
    (15,632
    )
    
    
    2,783
    
    
    
    1,765
    
    
    
    (18,415
    )
    
    
    1,018Net loss
    
    $
    (115,892
    )
    
    
    (22,538
    )
    
    
    (238,475
    )
    
    
    (93,354
    )
    
    
    215,937
  91




---



##### 



Real Estate
  For the Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008
         92




---



##### 



Real Estate
   For the Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007
      93




---



##### 



Real Estate
       Twelve MonthsEnded December 31,
    
    
    2009 vs.
    
    
    2008 vs.2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Acres sold (a)
    
    
    28
    
    
    
    40
    
    
    
    40
    
    
    
    12
    
    
    
    Margin percentage (b) (c)
    
    
    N/A
    
    
    
    41.1
    %
    
    
    55.0
    %
    
    
    N/A
    
    
    
    (13.9
    )%Unsold saleable acres
    
    
    6,611
    
    
    
    6,639
    
    
    
    6,679
    
    
    
    (28
    )
    
    
    (40
    )Acres subject to sales
contracts  third
parties (d)
    
    
    8
    
    
    
    10
    
    
    
    259
    
    
    
    (2
    )
    
    
    (249
    )Aggregate sales price of
acres subject to sales
contracts to third
parties (in thousands)
(d)
    
    $
    
    
    
    
    1,050
    
    
    
    77,888
    
    
    
    (1,050
    )
    
    
    (76,838
    )
 
 (a)
    
    Includes 15 acres donated to the City of Port St. Lucie in the fourth quarter of 2009.(b)
    
    Includes revenues from lot sales, look back provisions and recognition of deferred revenue associated with sales in prior periods.(c)
    
    Margin percentage for the year ended December 31, 2009 was not a meaningful measure since $63.3 million of impairment charges were
recorded in Cores cost of sales of real estate.(d)
    
    As of December 31, 2009, approximately 8 acres were subject to a sales contract with a sales price of approximately $2.5 million at a
cost of approximately $2.2 million. The sale is contingent upon the purchaser obtaining financing and, if consummated on the
contemplated terms, would not result in a loss.  94




---



##### 



Real Estate
  Cores Liquidity and Capital Resources
      95




---



##### 



Real Estate
   Off Balance Sheet Arrangements and Contractual Obligations
    96




---



##### 



Real Estate
   Payments due by periodLess than
    
    
    13 - 36
    
    
    37 - 60
    
    
    More thanCategory (1)
    
    Total
    
    
    12 Months
    
    
    Months
    
    
    Months
    
    
    60 MonthsLong-term debt obligations (2)
    
    $
    272,400
    
    
    
    175,757
    
    
    
    501
    
    
    
    546
    
    
    
    95,596Interest payable on long-term debt (3)
    
    
    191,294
    
    
    
    7,883
    
    
    
    15,755
    
    
    
    15,699
    
    
    
    151,957Operating lease obligations
    
    
    1,131
    
    
    
    865
    
    
    
    207
    
    
    
    59
    
    
    
    Long-term debt obligations associated
with assets held for sale
    
    
    74,748
    
    
    
    71,698
    
    
    
    110
    
    
    
    124
    
    
    
    2,816Severance related termination
obligations
    
    
    1,114
    
    
    
    1,114
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    540,687
    
    
    
    257,317
    
    
    
    16,573
    
    
    
    16,428
    
    
    
    250,369
 
 (1)
    
    Long-term debt obligations consist of notes, mortgage notes and bonds payable and
junior subordinated debentures. Interest payable on these long-term debt obligations is
the interest that will be incurred related to the outstanding debt. Operating lease
obligations consist of lease commitments. The timing of contractual payments for debt
obligations assumes the exercise of all extensions available at our sole discretion.
Long-term debt obligations and long-term debt obligations associated with assets held for
sale include defaulted loans totaling approximately $247.0 million as of December 31, 2009
of which repayment of the outstanding debt was accelerated by the lender and is currently
being shown as immediately due and payable in less than 12 months. See Note 2 of the Notes
to Consolidated Financial Statements included in Item 8 of this report for more
information regarding the defaulted loans.(2)
    
    These amounts represent scheduled principal payments.(3)
    
    Excludes interest payable associated with defaulted loans as of December 31, 2009
mentioned above.      97




---



##### 



Real Estate
    98




---



##### 



Real Estate
  Bluegreen
 The Companys consolidated financial statements for the year ended December 31, 2009 include the
results of operations of Bluegreen from November 16, 2009, the date on which the Company acquired
additional shares of Bluegreens common stock resulting in the Company having a controlling
interest in Bluegreen, through December 31, 2009. Bluegreens results of operations for the
Bluegreen Interim Period are reported through two reportable segments which are Bluegreen Resorts
and Bluegreen Communities. In prior periods, our earnings attributable to Bluegreen were reported
as part of Woodbridge other operations, which is currently included in the BFC Activities segment.
   Bluegreen Interim PeriodSales of real estate
    
    
    % of total salesBluegreen Resorts
    
    $
    15,251
    
    
    
    83
    %Bluegreen Communities
    
    
    3,139
    
    
    
    17
    %Total
    
    $
    18,390
    
    
    
    100
    %
   99




---



##### 



Real Estate
          100




---



##### 



Real Estate
     101




---



##### 



Real Estate
  Bluegreen Segments Financial Results
  Bluegreen Resorts
    
    
    Bluegreen Communities
    
    
    TotalPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales(dollars in thousands)Bluegreen Interim
Period:System-wide sales
(2)
    
    $
    27,167
    
    
    
    
    
    
    $
    3,139
    
    
    
    
    
    
    $
    30,306Estimated
uncollectible VOI
notes receivable
    
    
    (3,041
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,041
    )System-wide sales,
net
    
    
    24,126
    
    
    
    100
    %
    
    
    3,139
    
    
    
    100
    %
    
    
    27,265
    
    
    
    100
    %Sales of
third-party VOIs
    
    
    (8,875
    )
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    (8,875
    )
    
    
    (33
    )Sales of real estate
    
    
    15,251
    
    
    
    63
    
    
    
    3,139
    
    
    
    100
    %
    
    
    18,390
    
    
    
    67Cost of real estate
sales
    
    
    (3,294
    )
    
    
    (22)
    *
    
    
    (1,788
    )
    
    
    (57
    )
    
    
    (5,082
    )
    
    
    (28)
    *Gross profit
    
    
    11,957
    
    
    
    78
    *
    
    
    1,351
    
    
    
    43
    
    
    
    13,308
    
    
    
    72
    *Fee-based sales
commission revenue
    
    
    5,354
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    5,354
    
    
    
    20Other resort and
communities
operations revenues
    
    
    5,239
    
    
    
    22
    
    
    
    593
    
    
    
    19
    
    
    
    5,832
    
    
    
    21Cost of other
resort and communities
operations
    
    
    (3,538
    )
    
    
    (15
    )
    
    
    (1,480
    )
    
    
    (47
    )
    
    
    (5,018
    )
    
    
    (18
    )Segment selling,
general and
administrative
expenses (1)
    
    
    (15,775
    )
    
    
    (65
    )
    
    
    (3,738
    )
    
    
    (119
    )
    
    
    (19,513
    )
    
    
    (72
    )Segment operating
profit (loss)
    
    $
    3,237
    
    
    
    13
    %
    
    
    ($3,274
    )
    
    
    (104
    )%
    
    
    ($37
    )
    
    
    (0.14
    )%
 
 *
    
    Bluegreen Resorts cost of sales and Gross profit are calculated as a percentage of sales of real
estate(1)
    
    General and administrative expenses attributable to corporate overhead have been excluded from
the tables. Corporate general and administrative expenses (excluding mortgage operations) totaled
$4.0 million for the Bluegreen Interim Period. (See Corporate General and Administrative Expenses
below for further discussion).(2)
    
    Includes sales of VOIs made on behalf of third parties, which are effected through the same
process as the sale of Bluegreens vacation ownership inventory, and involve similar selling and
marketing costs. 102




---



##### 



Real Estate
  Bluegreen Resorts
 Bluegreen Resorts  Resort Sales and Marketing
  Bluegreen Interim PeriodNumber of Bluegreen VOI sales transactions
    
    
    1,625Number of sales made on behalf of outside developers for a fee
    
    
    694Total VOI sales transactions
    
    
    2,319Average sales price per transaction
    
    $
    11,703Number of total prospects tours
    
    
    16,140Sale-to-tour conversion ratio total prospects
    
    
    14.4
    %Number of new prospects tours
    
    
    5,974Sale-to-tour conversion ratio new prospects
    
    
    10.9
    %
 Resort Management and Other Services
  Bluegreen Interim PeriodResort Management Operations
    
    $
    2,725Title Operations
    
    
    442Net Carrying Cost of Developer Inventory
    
    
    (392
    )Other
    
    
    (313
    )Total
    
    $
    2,462
 Bluegreen Communities
  Bluegreen InterimPeriodNumber of homesites sold
    
    
    50Average sales price per homesite
    
    $
    66,004
 103




---



##### 



Real Estate
   Contracts to Sell Property atProjects Not Substantially SoldOut at December 31, 2009ProjectVintage Oaks at the Vineyard
    
    $
    4,547Havenwood at Hunters Crossing
    
    
    1,291Lake Ridge at Joe Pool Lake
    
    
    1,696King Oaks
    
    
    1,451Chapel Ridge
    
    
    792The Bridges at Preston Crossings
    
    
    394Sugar Tree on the Brazos
    
    
    790Total
    
    $
    10,961
 Contracts to Sell Property at ProjectsSubstantially Sold Out atDecember 31, 2009ProjectMystic Shores
    
    $
    1,519Saddle Creek Forest
    
    
    1,890Miscellaneous
    
    
    1,147Total
    
    $
    4,556Total Contracts
    
    $
    15,517
 Finance Operations
  Interest Income
  Bluegreen InterimPeriodVOI notes receivable
    
    $
    10,169Retained interest in notes receivable sold
    
    
    2,027Other
    
    
    (14
    )Total
    
    $
    12,182
 Interest Expense
  104




---



##### 



Real Estate
    Mortgage Servicing Operations
  Bluegreen InterimPeriodServicing fee income
    
    $
    867Cost of mortgage servicing operations
    
    
    104Gross profit from mortgage servicing operations
    
    $
    971
  Corporate General and Administrative Expenses
  Non-controlling Interests in Income of Consolidated Subsidiary
  Bluegreens Liquidity and Capital Resources
  105




---



##### 



Real Estate
     
    
    Significantly reducing its Resorts sales operations in an effort to match its sales pace
to its liquidity and known receivable capacity;
    
    Emphasizing cash-based business in its sales, resort management and finance operations,
with particular focus on growing its fee-based service business;
    
    Minimizing the cash requirements of Bluegreen Communities;
    
    Reducing overhead and increasing efficiency;
    
    Minimizing capital spending;
    
    Working with its lenders to renew, extend, or refinance its credit facilities;
    
    Maintaining compliance under its outstanding indebtedness; and
    
    Continuing to provide what Bluegreen believes to be a high level of quality vacation
experiences and customer service to its VOI owners.
    106




---



##### 



Real Estate
   Credit Facilities
  Credit Facilities for Bluegreen Receivables with Future Availability
  AdvanceOutstanding
    
    
    Availability
    
    
    Period
    
    BorrowingRevolving
    
    
    Balance as
    
    
    as of
    
    
    Expiration;
    
    Rate; Rate asBorrowing
    
    
    of December
    
    
    December
    
    
    Borrowing
    
    of DecemberLimit
    
    
    31, 2009
    
    
    31, 2009
    
    
    Maturity
    
    31, 2009BB&T Purchase
Facility(1)
    
    $
    150,000
    
    
    $
    131,302
    
    
    $
    18,698
    
    
    June 29, 2010;June 5, 2022
    
    Prime + 2.50%;5.75%Liberty Bank
Facility(1)
    
    
    75,000
    
    
    
    59,055
    
    
    
    15,945
    
    
    Aug. 27, 2010;Aug. 27, 2014
    
    30 day LIBOR+2.50%;5.75% (2)Total
    
    $
    225,000
    
    
    $
    190,357
    
    
    $
    34,643
 
 (1)
    
    Facility is revolving during the advance period, providing additional
availability as the facility is paid down, subject to eligible collateral and applicable
terms and conditions.(2)
    
    Interest charged on this facility is variable, subject to a floor of 5.75%. 107




---



##### 



Real Estate
  BB&T Purchase Facility
    Liberty Bank Facility
   Other Effective Receivable Capacity
  108




---



##### 



Real Estate
  Credit Facilities for Bluegreen Receivables without Future Availability
  Balance as
    
    
    
    
    Borrowing Rate;of December
    
    
    Borrowing
    
    Rate as of December31, 2009
    
    
    Maturity
    
    31, 2009The GE Bluegreen/Big Cedar Facility
    
    $
    32,834
    
    
    April 16, 2016
    
    30 day LIBOR+1.75%;1.98%Foothill Facility
    
    
    14,409
    
    
    Dec. 31, 2010
    
    Prime + 0.25-0.50%;4.00% (1)]The GMAC Receivables Facility
    
    
    5,228
    
    
    Feb. 15, 2015
    
    30 day LIBOR+4.00%;4.23%Total
    
    $
    52,471
 
 (1)
    
    Interest charged on this facility is variable and may be subject to a 4.00% floor
under certain circumstances. The GE Bluegreen/Big Cedar Facility
   The Wells Fargo Facility
   109




---



##### 



Real Estate
  Credit Facilities for Bluegreen Inventories without Existing Future Availability
  Balance as ofDecember 31,
    
    
    Borrowing
    
    Borrowing Rate; Rate as of2009
    
    
    Maturity (1)
    
    December 31, 2009The GMAC AD&C Facility
    
    $
    87,415
    
    
    June 30, 2012
    
    30 day LIBOR+4.50%;4.73%The GMAC Communities Facility
    
    
    38,479
    
    
    December 31, 2012
    
    Prime + 2.00%;10.00%Wachovia Notes Payable
    
    
    24,497
    
    
    Varies by loan (2)
    
    30 day LIBOR + 2.00%-2.35%;2.23% - 2.58%The Textron Facility
    
    
    12,757
    
    
    Varies by loan (3)
    
    Prime + 1.25% - 1.50%;4.50% - 4.75%Total
    
    $
    163,148
 
 (1)
    
    Repayment of the outstanding amount is effected through release payments as the related
collateral is sold, subject to periodic minimum required amortization between December 31,
2009 and maturity.(2)
    
    The maturity dates vary by loan. The maturity date associated with Bluegreens
Williamsburg Patrick Henry loan, which had an outstanding balance of $10.5 million as of
December 31, 2009, is April 30, 2010. The maturity date associated with Bluegreens
Williamsburg Liberty Inn loan, which had an outstanding balance of $6.5 million as of
December 31, 2009, is July 31, 2010. The maturity date associated with Bluegreens Club La
Pension loan, which had an outstanding balance of $3.7 million as of December 31, 2009, is
June 10, 2012. The maturity date associated with Bluegreens Rocky River Preview Center
loan, which had an outstanding balance of $3.8 million as of December 31, 2009, is May 1,
2026. See discussion of a term sheet Bluegreen received to extend the maturities on the
Wachovia Notes Payable, below.(3)
    
    The maturity date for this facility varies by loan. The maturity date associated with
Bluegreens Odyssey Dells Resort loan, which had an outstanding balance of $7.0 million as
of December 31, 2009, is December 31, 2011. The maturity date associated with Bluegreens
Atlantic Palace Resort, which had an outstanding balance of $5.8 million as of December 31,
2009, is April 2013. The GMAC AD&C Facility
 TM
 110




---



##### 



Real Estate
  The GMAC Communities Facility
    The Wachovia Notes Payable
  Textron AD&C Facility
  111




---



##### 



Real Estate
    Unsecured Credit Facility  Wachovia Line-of-Credit
  Wachovia Notes Payable Wachovia
Line-of-Credit
  Commitments
   112




---



##### 



Real Estate
   PurchaseAccounting
    
    
    Less than
    
    
    13 - 36
    
    
    37 - 60
    
    
    More thanCategory
    
    Total
    
    
    Adjustments
    
    
    12 Months
    
    
    Months
    
    
    Months
    
    
    60 MonthsLong-term debt obligations
    
    $
    479,576
    
    
    
    (59,860
    )
    
    
    87,480
    
    
    
    102,679
    
    
    
    63,890
    
    
    
    285,387Interest payable on long-term
debt
    
    
    287,212
    
    
    
    
    
    
    
    30,162
    
    
    
    45,364
    
    
    
    34,319
    
    
    
    177,367Noncancelable operating leases
    
    
    70,135
    
    
    
    
    
    
    
    11,747
    
    
    
    17,176
    
    
    
    10,225
    
    
    
    30,987Total obligations
    
    $
    836,923
    
    
    
    (59,860
    )
    
    
    129,389
    
    
    
    165,219
    
    
    
    108,434
    
    
    
    493,741
 Vacation Ownership Receivables Purchase Facilities  Off-Balance Sheet Arrangements
   113




---



##### 



Real Estate
   As ofDecember 31, 2009On-Balance Sheet:Retained interests in notes receivable sold
    
    $
    26,340Off-Balance Sheet:Notes receivable sold without recourse
    
    
    453,591Principal balance owed to note receivable purchasers
    
    
    411,369
 Bluegreen InterimPeriodIncome Statement:Gain on sales of notes receivable
    
    $
    Interest accretion on retained interests in notes
receivable sold
    
    
    2,065Servicing fee income
    
    
    867
   114




---



##### 



Financial Services
(BankAtlantic Bancorp)
  Financial Services
 Our Financial Services activities of BFC are comprised of the operations of BankAtlantic
Bancorp and its subsidiaries. BankAtlantic Bancorp in 2009 presents its results in two reportable
segments and its results of operations are consolidated in BFC Financial Corporation. The only
assets available to BFC Financial Corporation from BankAtlantic Bancorp are dividends when and if
paid by BankAtlantic Bancorp. BankAtlantic Bancorp is a separate public company and its management
prepared the following discussion regarding BankAtlantic Bancorp which was included in BankAtlantic
Bancorps Annual Report on Form 10-K for the year ended December 31, 2009 filed with the
Securities and Exchange Commission. Accordingly, references to we, us or our in the following
discussion under the caption Financial Services are references to BankAtlantic Bancorp and its
subsidiaries, and are not references to BFC Financial Corporation.
 Introduction
   Consolidated Results of Operations
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007BankAtlantic
    
    $
    (148,708
    )
    
    
    (166,144
    )
    
    
    (19,440
    )BankAtlantic Bancorp Parent Co.
    
    
    (40,812
    )
    
    
    (53,100
    )
    
    
    (10,572
    )Net loss
    
    $
    (189,520
    )
    
    
    (219,244
    )
    
    
    (30,012
    )
    115




---



##### 



Financial Services
(BankAtlantic Bancorp)
        116




---



##### 



Financial Services
(BankAtlantic Bancorp)
  BankAtlantic Results of Operations
 Summary
  Floridas Most Convenient Bank
       117




---



##### 



Financial Services
(BankAtlantic Bancorp)
   For the Years Ended
    
    
    Change
    
    
    ChangeEnded December 31,
    
    
    2009 vs
    
    
    2008 vs2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net interest income
    
    $
    163,324
    
    
    
    193,648
    
    
    
    199,510
    
    
    
    (30,324
    )
    
    
    (5,862
    )Provision for loan losses
    
    
    (214,244
    )
    
    
    (135,383
    )
    
    
    (70,842
    )
    
    
    (78,861
    )
    
    
    (64,541
    )Net interest income (loss) after provision for loan losses
    
    
    (50,920
    )
    
    
    58,265
    
    
    
    128,668
    
    
    
    (109,185
    )
    
    
    (70,403
    )Non-interest income
    
    
    129,292
    
    
    
    137,308
    
    
    
    144,412
    
    
    
    (8,016
    )
    
    
    (7,104
    )Non-interest expense
    
    
    (258,799
    )
    
    
    (330,623
    )
    
    
    (313,898
    )
    
    
    71,824
    
    
    
    (16,725
    )BankAtlantic (loss) income before income taxes
    
    
    (180,427
    )
    
    
    (135,050
    )
    
    
    (40,818
    )
    
    
    (45,377
    )
    
    
    (94,232
    )Benefit/(provision) for income taxes
    
    
    31,719
    
    
    
    (31,094
    )
    
    
    21,378
    
    
    
    62,813
    
    
    
    (52,472
    )BankAtlantic net loss
    
    $
    (148,708
    )
    
    
    (166,144
    )
    
    
    (19,440
    )
    
    
    17,436
    
    
    
    (146,704
    )
 BankAtlantics Net Interest Income
  For the Years EndedDecember 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007(Dollars are in thousands)
    
    
    
    
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Interest earning assets
    
    
    
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateLoans: (a)Residential real estate
    
    
    
    
    
    $
    1,758,188
    
    
    
    89,836
    
    
    
    5.11
    
    
    
    2,053,645
    
    
    
    111,691
    
    
    
    5.44
    
    
    
    2,209,832
    
    
    
    120,768
    
    
    
    5.47Commercial real estate
    
    
    
    
    
    
    1,204,005
    
    
    
    46,746
    
    
    
    3.88
    
    
    
    1,238,307
    
    
    
    69,642
    
    
    
    5.62
    
    
    
    1,367,095
    
    
    
    108,931
    
    
    
    7.97Consumer
    
    
    
    
    
    
    723,135
    
    
    
    21,104
    
    
    
    2.92
    
    
    
    743,863
    
    
    
    33,950
    
    
    
    4.56
    
    
    
    650,764
    
    
    
    47,625
    
    
    
    7.32Commercial business
    
    
    
    
    
    
    143,224
    
    
    
    7,461
    
    
    
    5.21
    
    
    
    132,565
    
    
    
    9,516
    
    
    
    7.18
    
    
    
    142,455
    
    
    
    12,720
    
    
    
    8.93Small business
    
    
    
    
    
    
    316,328
    
    
    
    20,010
    
    
    
    6.33
    
    
    
    320,853
    
    
    
    22,162
    
    
    
    6.91
    
    
    
    298,774
    
    
    
    23,954
    
    
    
    8.02Total loans
    
    
    
    
    
    
    4,144,880
    
    
    
    185,157
    
    
    
    4.47
    
    
    
    4,489,233
    
    
    
    246,961
    
    
    
    5.50
    
    
    
    4,668,920
    
    
    
    313,998
    
    
    
    6.73Tax exempt securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    328,583
    
    
    
    19,272
    
    
    
    5.87Taxable investment securities (b)
    
    
    
    
    
    
    661,216
    
    
    
    37,857
    
    
    
    5.73
    
    
    
    1,078,189
    
    
    
    65,570
    
    
    
    6.08
    
    
    
    689,263
    
    
    
    42,849
    
    
    
    6.22Federal funds sold
    
    
    
    
    
    
    14,760
    
    
    
    33
    
    
    
    0.22
    
    
    
    44,031
    
    
    
    754
    
    
    
    1.71
    
    
    
    3,638
    
    
    
    195
    
    
    
    5.36Total investment securities
    
    
    
    
    
    
    675,976
    
    
    
    37,890
    
    
    
    5.61
    
    
    
    1,122,220
    
    
    
    66,324
    
    
    
    5.91
    
    
    
    1,021,484
    
    
    
    62,316
    
    
    
    6.10Total interest earning assets
    
    
    
    
    
    
    4,820,856
    
    
    
    223,047
    
    
    
    4.63
    
    
    
    5,611,453
    
    
    
    313,285
    
    
    
    5.58
    
    
    
    5,690,404
    
    
    
    376,314
    
    
    
    6.61Total non-interest earning assets
    
    
    
    
    
    
    365,257
    
    
    
    
    
    
    
    
    
    
    
    503,028
    
    
    
    
    
    
    
    
    
    
    
    510,173Total assets
    
    
    
    
    
    $
    5,186,113
    
    
    
    
    
    
    
    
    
    
    
    6,114,481
    
    
    
    
    
    
    
    
    
    
    
    6,200,577Interest bearing liabilitiesDeposits:Savings
    
    
    
    
    
    $
    436,169
    
    
    
    1,612
    
    
    
    0.37
    
    
    
    503,464
    
    
    
    4,994
    
    
    
    0.99
    
    
    
    584,542
    
    
    
    12,559
    
    
    
    2.15NOW, money funds and checking
    
    
    
    
    
    
    1,589,340
    
    
    
    9,961
    
    
    
    0.63
    
    
    
    1,506,479
    
    
    
    17,784
    
    
    
    1.18
    
    
    
    1,450,960
    
    
    
    26,031
    
    
    
    1.79Certificate accounts
    
    
    
    
    
    
    1,192,012
    
    
    
    30,311
    
    
    
    2.54
    
    
    
    1,088,170
    
    
    
    41,485
    
    
    
    3.81
    
    
    
    992,043
    
    
    
    45,886
    
    
    
    4.63Total interest bearing deposits
    
    
    
    
    
    
    3,217,521
    
    
    
    41,884
    
    
    
    1.30
    
    
    
    3,098,113
    
    
    
    64,263
    
    
    
    2.07
    
    
    
    3,027,545
    
    
    
    84,476
    
    
    
    2.79Securities sold under agreements
to repurchase and federal funds
purchased
    
    
    
    
    
    
    108,248
    
    
    
    237
    
    
    
    0.22
    
    
    
    141,654
    
    
    
    2,699
    
    
    
    1.91
    
    
    
    194,222
    
    
    
    9,829
    
    
    
    5.06Advances from FHLB
    
    
    
    
    
    
    553,146
    
    
    
    16,522
    
    
    
    2.99
    
    
    
    1,417,718
    
    
    
    50,942
    
    
    
    3.59
    
    
    
    1,379,106
    
    
    
    73,256
    
    
    
    5.31Subordinated debentures and
notes payable
    
    
    
    
    
    
    22,757
    
    
    
    1,080
    
    
    
    4.75
    
    
    
    26,004
    
    
    
    1,733
    
    
    
    6.66
    
    
    
    28,946
    
    
    
    2,498
    
    
    
    8.63Total interest bearing liabilities
    
    
    
    
    
    
    3,901,672
    
    
    
    59,723
    
    
    
    1.53
    
    
    
    4,683,489
    
    
    
    119,637
    
    
    
    2.55
    
    
    
    4,629,819
    
    
    
    170,059
    
    
    
    3.67Non-interest bearing liabilitiesDemand deposit and escrow accounts
    
    
    
    
    
    
    809,900
    
    
    
    
    
    
    
    
    
    
    
    828,825
    
    
    
    
    
    
    
    
    
    
    
    946,356Other liabilities
    
    
    
    
    
    
    62,343
    
    
    
    
    
    
    
    
    
    
    
    50,584
    
    
    
    
    
    
    
    
    
    
    
    55,683Total non-interest bearing liabilities
    
    
    
    
    
    
    872,243
    
    
    
    
    
    
    
    
    
    
    
    879,409
    
    
    
    
    
    
    
    
    
    
    
    1,002,039Stockholders equity
    
    
    
    
    
    
    412,198
    
    
    
    
    
    
    
    
    
    
    
    551,583
    
    
    
    
    
    
    
    
    
    
    
    568,719Total liabilities and stockholders
equity
    
    
    
    
    
    $
    5,186,113
    
    
    
    
    
    
    
    
    
    
    
    6,114,481
    
    
    
    
    
    
    
    
    
    
    
    6,200,577Net interest income/net
interest spread
    
    
    
    
    
    
    
    
    
    
    163,324
    
    
    
    3.10
    
    
    
    
    
    
    
    193,648
    
    
    
    3.03
    
    
    
    
    
    
    
    206,255
    
    
    
    2.94Tax equivalent adjustment (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,745
    )Net interest income
    
    
    
    
    
    
    
    
    
    
    163,324
    
    
    
    
    
    
    
    
    
    
    
    193,648
    
    
    
    
    
    
    
    
    
    
    
    199,510MarginInterest income/interest earning
assets
    
    
    %
    
    
    
    
    
    
    
    
    
    
    
    4.63
    
    
    
    
    
    
    
    
    
    
    
    5.58
    
    
    
    
    
    
    
    
    
    
    
    6.61Interest expense/interest earning
assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.24
    
    
    
    
    
    
    
    
    
    
    
    2.13
    
    
    
    
    
    
    
    
    
    
    
    2.99Tax equivalent net interest margin
    
    
    %
    
    
    
    
    
    
    
    
    
    
    
    3.39
    
    
    
    
    
    
    
    
    
    
    
    3.45
    
    
    
    
    
    
    
    
    
    
    
    3.62
 
 (a)
    
    Includes non-accruing loans, and as such, the average yield on loans reflects the
impact of these non-interest earning assets.(b)
    
    Average balances were based on amortized cost.(c)
    
    The tax equivalent basis is computed using a 35% tax rate. 118




---



##### 



Financial Services
(BankAtlantic Bancorp)
  For the Year Ended December 31, 2009 Compared to the Same 2008 Period
      For the Year Ended December 31, 2008 Compared to the Same 2007 Period
  119




---



##### 



120




---



##### 



Financial Services
(BankAtlantic Bancorp)
   Year Ended
    
    
    
    
    
    
    
    
    
    
    Year EndedDecember 31, 2009
    
    
    December 31, 2008Compared to Year Ended
    
    
    Compared to Year EndedDecember 31, 2008
    
    
    December 31, 2007Volume (a)
    
    
    Rate
    
    
    Total
    
    
    Volume (a)
    
    
    Rate
    
    
    TotalIncrease (decrease) due to:Loans
    
    $
    (15,383
    )
    
    
    (46,421
    )
    
    
    (61,804
    )
    
    
    (9,885
    )
    
    
    (57,152
    )
    
    
    (67,037
    )Tax exempt securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,272
    )
    
    
    (19,272
    )Taxable investment securities (b)
    
    
    (23,872
    )
    
    
    (3,841
    )
    
    
    (27,713
    )
    
    
    23,652
    
    
    
    (931
    )
    
    
    22,721Federal funds sold
    
    
    (65
    )
    
    
    (656
    )
    
    
    (721
    )
    
    
    692
    
    
    
    (133
    )
    
    
    559Total earning assets
    
    
    (39,320
    )
    
    
    (50,918
    )
    
    
    (90,238
    )
    
    
    14,459
    
    
    
    (77,488
    )
    
    
    (63,029
    )Deposits:Savings
    
    
    (249
    )
    
    
    (3,133
    )
    
    
    (3,382
    )
    
    
    (804
    )
    
    
    (6,761
    )
    
    
    (7,565
    )NOW, money funds, and checking
    
    
    519
    
    
    
    (8,342
    )
    
    
    (7,823
    )
    
    
    655
    
    
    
    (8,902
    )
    
    
    (8,247
    )Certificate accounts
    
    
    2,641
    
    
    
    (13,815
    )
    
    
    (11,174
    )
    
    
    3,665
    
    
    
    (8,066
    )
    
    
    (4,401
    )Total deposits
    
    
    2,911
    
    
    
    (25,290
    )
    
    
    (22,379
    )
    
    
    3,516
    
    
    
    (23,729
    )
    
    
    (20,213
    )Securities sold under
agreements to repurchase
    
    
    (73
    )
    
    
    (2,389
    )
    
    
    (2,462
    )
    
    
    (1,002
    )
    
    
    (6,128
    )
    
    
    (7,130
    )Advances from FHLB
    
    
    (25,824
    )
    
    
    (8,596
    )
    
    
    (34,420
    )
    
    
    1,387
    
    
    
    (23,701
    )
    
    
    (22,314
    )Subordinated debentures
    
    
    (154
    )
    
    
    (499
    )
    
    
    (653
    )
    
    
    (196
    )
    
    
    (569
    )
    
    
    (765
    )(26,051
    )
    
    
    (11,484
    )
    
    
    (37,535
    )
    
    
    189
    
    
    
    (30,398
    )
    
    
    (30,209
    )Total interest bearing liabilities
    
    
    (23,140
    )
    
    
    (36,774
    )
    
    
    (59,914
    )
    
    
    3,705
    
    
    
    (54,127
    )
    
    
    (50,422
    )Change in tax equivalent interest income
    
    $
    (16,180
    )
    
    
    (14,144
    )
    
    
    (30,324
    )
    
    
    10,754
    
    
    
    (23,361
    )
    
    
    (12,607
    )
 
 (a)
    
    Changes attributable to rate/volume have been allocated to volume.(b)
    
    Average balances were based on amortized cost.   121




---



##### 



Financial Services
(BankAtlantic Bancorp)
  BankAtlantics Asset Quality
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192
    
    
    
    46,010Charge-offs:Commercial business loans
    
    
    (516
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial real estate loans
    
    
    (96,300
    )
    
    
    (60,057
    )
    
    
    (12,562
    )
    
    
    (7,000
    )
    
    
    Small business
    
    
    (9,105
    )
    
    
    (4,886
    )
    
    
    (2,554
    )
    
    
    (951
    )
    
    
    (764
    )Consumer loans
    
    
    (40,223
    )
    
    
    (28,942
    )
    
    
    (7,065
    )
    
    
    (681
    )
    
    
    (259
    )Residential real estate loans
    
    
    (23,264
    )
    
    
    (4,816
    )
    
    
    (461
    )
    
    
    (239
    )
    
    
    (453
    )Continuing loan products
    
    
    (169,408
    )
    
    
    (98,701
    )
    
    
    (22,642
    )
    
    
    (8,871
    )
    
    
    (1,476
    )Discontinued loan products
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    (1,218
    )Total charge-offs
    
    
    (169,421
    )
    
    
    (98,701
    )
    
    
    (22,642
    )
    
    
    (8,905
    )
    
    
    (2,694
    )Recoveries:Commercial business loans
    
    
    492
    
    
    
    7
    
    
    
    96
    
    
    
    291
    
    
    
    18Commercial real estate loans
    
    
    700
    
    
    
    
    
    
    
    304
    
    
    
    419
    
    
    
    1,471Small business
    
    
    494
    
    
    
    428
    
    
    
    417
    
    
    
    566
    
    
    
    899Consumer loans
    
    
    561
    
    
    
    365
    
    
    
    578
    
    
    
    536
    
    
    
    401Residential real estate loans
    
    
    912
    
    
    
    397
    
    
    
    15
    
    
    
    348
    
    
    
    65Continuing loan products
    
    
    3,159
    
    
    
    1,197
    
    
    
    1,410
    
    
    
    2,160
    
    
    
    2,854Discontinued loan products
    
    
    34
    
    
    
    113
    
    
    
    808
    
    
    
    581
    
    
    
    1,637Total recoveries
    
    
    3,193
    
    
    
    1,310
    
    
    
    2,218
    
    
    
    2,741
    
    
    
    4,491Net (charge-offs) recoveries
    
    
    (166,228
    )
    
    
    (97,391
    )
    
    
    (20,424
    )
    
    
    (6,164
    )
    
    
    1,797Provision for (recovery from) loan losses
    
    
    214,244
    
    
    
    135,383
    
    
    
    70,842
    
    
    
    8,574
    
    
    
    (6,615
    )Transfer specific reserves to
BankAtlantic Bancorp Parent Company
    
    
    
    
    
    
    (6,440
    )
    
    
    
    
    
    
    
    
    
    
    Balance, end of period
    
    $
    173,588
    
    
    
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192
  122




---



##### 



Financial Services
(BankAtlantic Bancorp)
    123




---



##### 



Financial Services
(BankAtlantic Bancorp)
   December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005NONPERFORMING ASSETSTax certificates
    
    $
    2,161
    
    
    
    1,441
    
    
    
    2,094
    
    
    
    632
    
    
    
    388Residential real estate (1)
    
    
    76,401
    
    
    
    34,734
    
    
    
    8,678
    
    
    
    2,629
    
    
    
    5,981Commercial real estate (2)
    
    
    167,867
    
    
    
    161,947
    
    
    
    165,818
    
    
    
    
    
    
    
    340Commercial business
    
    
    18,063
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Small business
    
    
    9,338
    
    
    
    4,644
    
    
    
    877
    
    
    
    244
    
    
    
    9Consumer
    
    
    14,451
    
    
    
    6,763
    
    
    
    3,218
    
    
    
    1,563
    
    
    
    471Total non-accrual assets (3)
    
    
    288,281
    
    
    
    209,529
    
    
    
    180,685
    
    
    
    5,068
    
    
    
    7,189Residential real estate owned
    
    
    9,607
    
    
    
    2,285
    
    
    
    413
    
    
    
    617
    
    
    
    86Commercial real estate owned
    
    
    25,442
    
    
    
    16,500
    
    
    
    16,763
    
    
    
    21,130
    
    
    
    881Small business real estate owned
    
    
    580
    
    
    
    260
    
    
    
    
    
    
    
    
    
    
    
    Consumer real estate owned
    
    
    306
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    Other repossessed assets
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total repossessed assets
    
    
    35,945
    
    
    
    19,045
    
    
    
    17,216
    
    
    
    21,747
    
    
    
    967Total nonperforming assets
    
    $
    324,226
    
    
    
    228,574
    
    
    
    197,901
    
    
    
    26,815
    
    
    
    8,156Total nonperforming assets as
a percentage of:Total assets
    
    
    6.82
    
    
    
    4.00
    
    
    
    3.21
    
    
    
    0.43
    
    
    
    0.13Loans, tax certificates and
real estate owned
    
    
    8.13
    
    
    
    4.95
    
    
    
    4.10
    
    
    
    0.55
    
    
    
    0.17TOTAL ASSETS
    
    $
    4,755,122
    
    
    
    5,713,690
    
    
    
    6,161,962
    
    
    
    6,187,122
    
    
    
    6,109,330TOTAL LOANS, TAX CERTIFICATES
AND REAL ESTATE OWNED
    
    $
    3,987,248
    
    
    
    4,620,956
    
    
    
    4,827,114
    
    
    
    4,907,660
    
    
    
    4,833,539Allowance for loan losses
    
    $
    173,588
    
    
    
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192Tax certificates
    
    $
    110,991
    
    
    
    213,534
    
    
    
    188,401
    
    
    
    199,090
    
    
    
    166,697Allowance for tax certificate losses
    
    $
    6,781
    
    
    
    6,064
    
    
    
    3,289
    
    
    
    3,699
    
    
    
    3,271OTHER POTENTIAL PROBLEM
LOANSContractually past due 90 days
or more (4)
    
    $
    9,960
    
    
    
    15,721
    
    
    
    
    
    
    
    
    
    
    
    Performing impaired loans (5)
    
    
    6,150
    
    
    
    
    
    
    
    
    
    
    
    163
    
    
    
    193Troubled debt restructured loans
    
    
    107,642
    
    
    
    25,843
    
    
    
    2,488
    
    
    
    
    
    
    
    77TOTAL POTENTIAL
PROBLEM LOANS
    
    $
    123,752
    
    
    
    41,564
    
    
    
    2,488
    
    
    
    163
    
    
    
    270
 
 (1)
    
    Includes $41.3 million and $20.8 million of interest-only residential loans as of
December 31, 2009 and December 31, 2008, respectively.(2)
    
    Excluded from the above table as of December 31, 2009 and 2008 were $44.9 million
and $79.3 million, respectively, of commercial residential loans that were transferred to
a work-out subsidiary of BankAtlantic Bancorp Parent Company in March 2008.(3)
    
    Includes $45.7 million and $2.3 million of troubled debt restructured loans as of
December 31, 2009 and December 31, 2008, respectively.(4)
    
    The majority of these loans have matured and the borrower continues to make payments
under the matured loan agreement or the loan has sufficient collateral to prevent a
loss.(5)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans; however, the timing of the payments may not be in accordance
with the contractual terms of the loan agreement.  124




---



##### 



Financial Services
(BankAtlantic Bancorp)
      As of December 31,2009
    
    
    2008
    
    
    2007Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    32,225
    
    
    
    83,768
    
    
    
    
    
    
    
    25,843
    
    
    
    
    
    
    
    2,488Small business
    
    
    4,520
    
    
    
    7,325
    
    
    
    2,289
    
    
    
    
    
    
    
    
    
    
    
    Consumer
    
    
    1,774
    
    
    
    12,969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Residential
    
    
    7,178
    
    
    
    3,580
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    45,697
    
    
    
    107,642
    
    
    
    2,289
    
    
    
    25,843
    
    
    
    
    
    
    
    2,488
 125




---



##### 



Financial Services
(BankAtlantic Bancorp)
   UnpaidPrincipal
    
    
    Book
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Value
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (4)
    
    
    Type
    
    
    Full AppraisalResidential Land DevelopersRelationship No. 1 (2)
    
    
    25,000
    
    
    
    19,200
    
    
    
    2,232
    
    
    
    Q4-2004
    
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land A&D (5)
    
    
    Q4-2009Relationship No. 2
    
    
    12,949
    
    
    
    12,949
    
    
    
    3,624
    
    
    
    Q4-2005
    
    
    
    Q4-2009
    
    
    
    Q4-2009
    
    
    Land A&D (5)
    
    
    Q1-2009Relationship No. 3 (1)
    
    
    20,016
    
    
    
    12,366
    
    
    
    10,856
    
    
    
    Q3-2004
    
    
    
    Q3-2007
    
    
    
    Q4-2007
    
    
    Builder Land
    
    
    Q4-2009Relationship No. 4 (2), (3)
    
    
    13,996
    
    
    
    10,867
    
    
    
    7,303
    
    
    
    Q3-2004
    
    
    
    Q4-2008
    
    
    
    Q1-2009
    
    
    Builder Land
    
    
    Q4-2009Relationship No. 5 (2)
    
    
    12,360
    
    
    
    10,064
    
    
    
    4,500
    
    
    
    Q3-2006
    
    
    
    Q1-2009
    
    
    
    Q1-2009
    
    
    Land A&D (5)
    
    
    Q4-2009Total
    
    
    84,321
    
    
    
    65,446
    
    
    
    28,515Commercial Land DevelopersRelationship No. 6
    
    
    10,779
    
    
    
    10,779
    
    
    
    
    
    
    
    Q3-2007
    
    
    
    Q4-2009
    
    
    
    Q3-2009
    
    
    Commercial Land
    
    
    Q4-2009Relationship No. 7 (2)
    
    
    10,537
    
    
    
    8,137
    
    
    
    3,964
    
    
    
    Q4-2004
    
    
    
    Q3-2008
    
    
    
    Q1-2009
    
    
    Commercial Land
    
    
    Q4-2009Total
    
    
    21,316
    
    
    
    18,916
    
    
    
    3,964Total of Large Relationships
    
    
    105,637
    
    
    
    84,362
    
    
    
    32,479
 
 (1)
    
    During 2008, BankAtlantic recognized partial charge-offs on relationship No. 3 of $7.7
million.(2)
    
    During 2009, BankAtlantic recognized partial charge-offs on relationship Nos. 1, 4, 5 and
7 aggregating $13.6 million(3)
    
    A modification was executed, and the loan is reported as a troubled debt restructured
loan and is currently not indefault.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).    126




---



##### 



Financial Services
(BankAtlantic Bancorp)
    Amortizing Purchased Residential LoansAverageYear of
    
    Carrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosOrigination
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    63,320
    
    
    
    64.08
    %
    
    
    85.37
    %
    
    
    744
    
    
    
    747
    
    
    $
    2,508
    
    
    
    31.99
    %2006
    
    
    61,894
    
    
    
    71.07
    %
    
    
    93.61
    %
    
    
    738
    
    
    
    727
    
    
    
    4,739
    
    
    
    35.65
    %2005
    
    
    41,624
    
    
    
    72.75
    %
    
    
    86.24
    %
    
    
    724
    
    
    
    719
    
    
    
    8,469
    
    
    
    36.61
    %2004
    
    
    352,473
    
    
    
    67.00
    %
    
    
    62.60
    %
    
    
    737
    
    
    
    731
    
    
    
    21,031
    
    
    
    34.28
    %Prior to 2004
    
    
    184,003
    
    
    
    67.23
    %
    
    
    47.19
    %
    
    
    731
    
    
    
    737
    
    
    
    7,939
    
    
    
    31.98
    %
 Interest Only Purchased Residential LoansAverageYear of
    
    Carrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosOrigination
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    99,068
    
    
    
    71.93
    %
    
    
    95.23
    %
    
    
    752
    
    
    
    739
    
    
    $
    14,169
    
    
    
    33.74
    %2006
    
    
    217,884
    
    
    
    73.81
    %
    
    
    94.12
    %
    
    
    741
    
    
    
    735
    
    
    
    29,332
    
    
    
    35.08
    %2005
    
    
    230,171
    
    
    
    70.00
    %
    
    
    84.80
    %
    
    
    741
    
    
    
    749
    
    
    
    12,692
    
    
    
    34.11
    %2004
    
    
    125,738
    
    
    
    72.07
    %
    
    
    76.94
    %
    
    
    741
    
    
    
    718
    
    
    
    10,312
    
    
    
    31.96
    %Prior to 2004
    
    
    103,325
    
    
    
    60.04
    %
    
    
    59.28
    %
    
    
    743
    
    
    
    748
    
    
    
    2,335
    
    
    
    31.47
    %
  Amortizing Purchased Residential LoansAverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    10,824
    
    
    
    64.16
    %
    
    
    59.24
    %
    
    
    733
    
    
    
    733
    
    
    $
    598
    
    
    
    32.97
    %California
    
    
    162,817
    
    
    
    66.77
    %
    
    
    63.46
    %
    
    
    741
    
    
    
    744
    
    
    
    11,471
    
    
    
    34.59
    %Florida
    
    
    92,965
    
    
    
    70.28
    %
    
    
    64.57
    %
    
    
    722
    
    
    
    713
    
    
    
    10,911
    
    
    
    35.15
    %Nevada
    
    
    4,818
    
    
    
    69.40
    %
    
    
    75.14
    %
    
    
    739
    
    
    
    732
    
    
    
    
    
    
    
    36.56
    %Other States
    
    
    431,889
    
    
    
    67.46
    %
    
    
    65.92
    %
    
    
    735
    
    
    
    734
    
    
    
    21,705
    
    
    
    33.48
    %
 Interest Only Purchased Residential LoansAverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    23,370
    
    
    
    71.19
    %
    
    
    95.47
    %
    
    
    750
    
    
    
    740
    
    
    $
    3,298
    
    
    
    32.41
    %California
    
    
    223,454
    
    
    
    70.71
    %
    
    
    86.10
    %
    
    
    740
    
    
    
    730
    
    
    
    31,322
    
    
    
    34.10
    %Florida
    
    
    54,095
    
    
    
    68.21
    %
    
    
    88.57
    %
    
    
    750
    
    
    
    741
    
    
    
    7,721
    
    
    
    31.99
    %Nevada
    
    
    11,529
    
    
    
    73.26
    %
    
    
    99.64
    %
    
    
    745
    
    
    
    735
    
    
    
    3,951
    
    
    
    35.46
    %Other States
    
    
    463,738
    
    
    
    70.32
    %
    
    
    82.21
    %
    
    
    743
    
    
    
    744
    
    
    
    22,547
    
    
    
    33.72
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of the
first quarter of 2009 fromautomated valuation models.(2)
    
    Current FICO scores based on borrowers for which FICO scores were available as of the third
quarter of 2009.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service. 127




---



##### 



Financial Services
(BankAtlantic Bancorp)
   December 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    4,515
    
    
    
    2.94
    %
    
    
    3.94
    %
    
    
    3,173
    
    
    
    2.22
    %
    
    
    3.15
    %
    
    
    2,668
    
    
    
    2.04
    %
    
    
    2.65
    %Commercial real estate
    
    
    91,658
    
    
    
    7.71
    
    
    
    30.49
    
    
    
    75,850
    
    
    
    5.44
    
    
    
    30.69
    
    
    
    72,948
    
    
    
    4.51
    
    
    
    32.78Small business
    
    
    7,998
    
    
    
    2.56
    
    
    
    8.02
    
    
    
    8,133
    
    
    
    2.49
    
    
    
    7.20
    
    
    
    4,576
    
    
    
    1.44
    
    
    
    6.43Residential real estate
    
    
    27,000
    
    
    
    1.74
    
    
    
    39.85
    
    
    
    6,034
    
    
    
    0.31
    
    
    
    42.56
    
    
    
    4,177
    
    
    
    0.19
    
    
    
    43.82Consumer
    
    
    42,417
    
    
    
    6.14
    
    
    
    17.70
    
    
    
    32,382
    
    
    
    4.35
    
    
    
    16.40
    
    
    
    9,651
    
    
    
    1.37
    
    
    
    14.32Discontinued loan
products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total assigned
    
    
    173,588
    
    
    
    
    
    
    
    
    
    
    
    125,572
    
    
    
    
    
    
    
    
    
    
    
    94,020Unassigned
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A$
    173,588
    
    
    
    4.45
    
    
    
    100.00
    
    
    
    125,572
    
    
    
    2.76
    
    
    
    100.00
    
    
    
    94,020
    
    
    
    1.90
    
    
    
    100.00
 December 31, 2006
    
    
    December 31, 2005ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    2,359
    
    
    
    1.50
    %
    
    
    3.07
    %
    
    
    1,988
    
    
    
    2.30
    %
    
    
    1.63
    %Commercial real estate
    
    
    24,632
    
    
    
    1.28
    
    
    
    37.54
    
    
    
    17,984
    
    
    
    0.75
    
    
    
    45.20Small business
    
    
    4,495
    
    
    
    1.58
    
    
    
    5.57
    
    
    
    2,640
    
    
    
    1.12
    
    
    
    4.43Residential real estate
    
    
    4,242
    
    
    
    0.20
    
    
    
    42.33
    
    
    
    2,592
    
    
    
    0.13
    
    
    
    38.53Consumer
    
    
    7,874
    
    
    
    1.34
    
    
    
    11.49
    
    
    
    6,354
    
    
    
    1.17
    
    
    
    10.19Discontinued loan
products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156
    
    
    
    12.92
    
    
    
    0.02Total assigned
    
    
    43,602
    
    
    
    
    
    
    
    
    
    
    
    31,714Unassigned
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    9,478
    
    
    
    N/A
    
    
    
    N/A$
    43,602
    
    
    
    0.85
    
    
    
    100.00
    
    
    
    41,192
    
    
    
    0.78
    
    
    
    100.00
  As of December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Commercial
    
    $
    42,697
    
    
    
    29,208
    
    
    
    17,609
    
    
    
    
    
    
    
    Small business
    
    
    753
    
    
    
    300
    
    
    
    200
    
    
    
    
    
    
    
    Consumer
    
    
    4,621
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Residential
    
    
    8,784
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    56,855
    
    
    
    29,508
    
    
    
    17,809
    
    
    
    
    
    
    
    
 128




---



##### 



Financial Services
(BankAtlantic Bancorp)
       129




---



##### 



Financial Services
(BankAtlantic Bancorp)
        130




---



##### 



Financial Services
(BankAtlantic Bancorp)
  BankAtlantics Non- Interest Income
  For
the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2009 vs
    
    
    2008 vs2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Service charges on deposits
    
    $
    75,739
    
    
    
    93,905
    
    
    
    102,639
    
    
    
    (18,166
    )
    
    
    (8,734
    )Other service charges and fees
    
    
    29,542
    
    
    
    28,959
    
    
    
    28,950
    
    
    
    583
    
    
    
    9Securities activities, net
    
    
    11,161
    
    
    
    2,395
    
    
    
    2,307
    
    
    
    8,766
    
    
    
    88Income from unconsolidated subsidiaries
    
    
    479
    
    
    
    1,509
    
    
    
    1,219
    
    
    
    (1,030
    )
    
    
    290Gains on sales of loans
    
    
    467
    
    
    
    265
    
    
    
    494
    
    
    
    202
    
    
    
    (229
    )Other
    
    
    11,904
    
    
    
    10,275
    
    
    
    8,803
    
    
    
    1,629
    
    
    
    1,472Non-interest income
    
    $
    129,292
    
    
    
    137,308
    
    
    
    144,412
    
    
    
    (8,016
    )
    
    
    (7,104
    )
        131




---



##### 



Financial Services
(BankAtlantic Bancorp)
       BankAtlantics Non- Interest Expense
  For
the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2009 vs
    
    
    2008 vs2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Employee compensation and benefits
    
    $
    103,209
    
    
    
    125,851
    
    
    
    148,758
    
    
    
    (22,642
    )
    
    
    (22,907
    )Occupancy and equipment
    
    
    58,574
    
    
    
    64,774
    
    
    
    65,840
    
    
    
    (6,200
    )
    
    
    (1,066
    )Professional fees
    
    
    12,574
    
    
    
    10,979
    
    
    
    8,266
    
    
    
    1,595
    
    
    
    2,713Advertising and promotion
    
    
    8,395
    
    
    
    16,056
    
    
    
    19,684
    
    
    
    (7,661
    )
    
    
    (3,628
    )Check losses
    
    
    4,188
    
    
    
    8,767
    
    
    
    11,476
    
    
    
    (4,579
    )
    
    
    (2,709
    )Supplies and postage
    
    
    4,084
    
    
    
    4,580
    
    
    
    6,078
    
    
    
    (496
    )
    
    
    (1,498
    )Telecommunication
    
    
    2,464
    
    
    
    4,430
    
    
    
    5,552
    
    
    
    (1,966
    )
    
    
    (1,122
    )Amortization of intangible assets
    
    
    1,303
    
    
    
    1,359
    
    
    
    1,437
    
    
    
    (56
    )
    
    
    (78
    )Cost associated with debt redemption
    
    
    7,463
    
    
    
    1,238
    
    
    
    
    
    
    
    6,225
    
    
    
    1,238Provision for tax certificates
    
    
    3,388
    
    
    
    7,286
    
    
    
    300
    
    
    
    (3,898
    )
    
    
    6,986Restructuring charges, impairments
and exit activities
    
    
    5,338
    
    
    
    7,395
    
    
    
    8,351
    
    
    
    (2,057
    )
    
    
    (956
    )Impairment of real estate held for sale
    
    
    3,871
    
    
    
    1,169
    
    
    
    5,240
    
    
    
    2,702
    
    
    
    (4,071
    )Impairment of real estate owned
    
    
    4,124
    
    
    
    1,465
    
    
    
    7,299
    
    
    
    2,659
    
    
    
    (5,834
    )Impairment of goodwill
    
    
    9,124
    
    
    
    48,284
    
    
    
    
    
    
    
    (39,160
    )
    
    
    48,284FDIC special assessment
    
    
    2,428
    
    
    
    
    
    
    
    
    
    
    
    2,428
    
    
    
    Other
    
    
    28,272
    
    
    
    26,990
    
    
    
    25,617
    
    
    
    1,282
    
    
    
    1,373Total non-interest expense
    
    $
    258,799
    
    
    
    330,623
    
    
    
    313,898
    
    
    
    (71,824
    )
    
    
    16,725
 132




---



##### 



Financial Services
(BankAtlantic Bancorp)
         133




---



##### 



Financial Services
(BankAtlantic Bancorp)
              134




---



##### 



Financial Services
(BankAtlantic Bancorp)
      BankAtlantics Provision for Income Taxes
 For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2009 vs
    
    
    2008 vs($ in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Loss before income taxes
    
    $
    (180,427
    )
    
    
    (135,050
    )
    
    
    (40,818
    )
    
    
    (45,377
    )
    
    
    (94,232
    )Benefit/(provision) for income taxes
    
    
    31,719
    
    
    
    (31,094
    )
    
    
    21,378
    
    
    
    62,813
    
    
    
    (52,472
    )BankAtlantic net loss
    
    $
    (148,708
    )
    
    
    (166,144
    )
    
    
    (19,440
    )
    
    
    17,436
    
    
    
    (146,704
    )Effective tax rate
    
    
    17.58
    %
    
    
    -23.02
    %
    
    
    52.37
    %
    135




---



##### 



Financial Services
(BankAtlantic Bancorp)
  BankAtlantic Bancorp Parent Company Results of Operations
  For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2009 vs
    
    
    2008 vs2009
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net interest income (expense):Interest income on loans
    
    $
    352
    
    
    
    261
    
    
    
    
    
    
    
    91
    
    
    
    261Interest and dividend income
on investments
    
    
    221
    
    
    
    1,184
    
    
    
    2,320
    
    
    
    (963
    )
    
    
    (1,136
    )Interest expense on junior
subordinated debentures
    
    
    (15,535
    )
    
    
    (21,262
    )
    
    
    (23,054
    )
    
    
    5,727
    
    
    
    1,792Net interest expense
    
    
    (14,962
    )
    
    
    (19,817
    )
    
    
    (20,734
    )
    
    
    4,855
    
    
    
    917Provision for loan losses
    
    
    (18,414
    )
    
    
    (24,418
    )
    
    
    
    
    
    
    6,004
    
    
    
    (24,418
    )Net interest expense after
provision for loan losses
    
    
    (33,376
    )
    
    
    (44,235
    )
    
    
    (20,734
    )
    
    
    10,859
    
    
    
    (23,501
    )Non-interest income:Income from unconsolidated
subsidiaries
    
    
    487
    
    
    
    600
    
    
    
    1,281
    
    
    
    (113
    )
    
    
    (681
    )Securities activities, net
    
    
    19
    
    
    
    (356
    )
    
    
    6,105
    
    
    
    375
    
    
    
    (6,461
    )Other income
    
    
    1,058
    
    
    
    1,027
    
    
    
    824
    
    
    
    31
    
    
    
    203Non-interest income
    
    
    1,564
    
    
    
    1,271
    
    
    
    8,210
    
    
    
    293
    
    
    
    (6,939
    )Non-interest expense:Employee compensation and benefits
    
    
    5,036
    
    
    
    3,046
    
    
    
    2,421
    
    
    
    1,990
    
    
    
    625Professional fees
    
    
    2,055
    
    
    
    1,782
    
    
    
    424
    
    
    
    273
    
    
    
    1,358Advertising and promotion
    
    
    251
    
    
    
    279
    
    
    
    317
    
    
    
    (28
    )
    
    
    (38
    )Other
    
    
    1,658
    
    
    
    3,634
    
    
    
    1,080
    
    
    
    (1,976
    )
    
    
    2,554Non-interest expense
    
    
    9,000
    
    
    
    8,741
    
    
    
    4,242
    
    
    
    259
    
    
    
    4,499Loss before income taxes
    
    
    (40,812
    )
    
    
    (51,705
    )
    
    
    (16,766
    )
    
    
    10,893
    
    
    
    (34,939
    )(Provision) benefit for income taxes
    
    
    
    
    
    
    (1,395
    )
    
    
    6,194
    
    
    
    1,395
    
    
    
    (7,589
    )BankAtlantic Bancorp Parent Company loss
    
    $
    (40,812
    )
    
    
    (53,100
    )
    
    
    (10,572
    )
    
    
    12,288
    
    
    
    (42,528
    )
   136




---



##### 



Financial Services
(BankAtlantic Bancorp)
          137




---



##### 



Financial Services
(BankAtlantic Bancorp)
      Credit Quality
   AmountNonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    32,039Land acquisition and development
    
    
    19,809Land acquisition, development and
construction
    
    
    34,915Total commercial residential real estate
    
    
    86,763Commercial non-residential real estate
    
    
    14,731Total non-accrual loans
    
    
    101,494Allowance for loan losses  specific reserves
    
    
    (6,440
    )Non-accrual loans, net
    
    $
    95,054
 138




---



##### 



Financial Services
(BankAtlantic Bancorp)
   December 31,
    
    
    December 31,2009
    
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    14,060
    
    
    
    22,019Land acquisition and development
    
    
    10,376
    
    
    
    16,759Land acquisition, development and
construction
    
    
    14,903
    
    
    
    29,163Total commercial residential real estate
    
    
    39,339
    
    
    
    67,941Commercial non-residential real estate
    
    
    5,558
    
    
    
    11,386Total non-accrual loans
    
    
    44,897
    
    
    
    79,327Allowance for loan losses  specific reserves
    
    
    (13,630
    )
    
    
    (11,685
    )Non-accrual loans, net
    
    
    31,267
    
    
    
    67,642Performing commercial non-residential loans,
net of allowance for loan losses
    
    
    3,116
    
    
    
    2,259Loans receivable, net
    
    $
    34,383
    
    
    
    69,901
    UnpaidPrincipal
    
    
    Book
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Value
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (4)
    
    
    Type
    
    
    Full AppraisalResidential Land
DevelopersRelationship No. 1 (1)
    
    
    14,746
    
    
    
    7,873
    
    
    
    4,530
    
    
    
    Q3-2005
    
    
    
    Q3-2007
    
    
    
    Q4-2008
    
    
    Builder Land
    
    
    Q2-2009Relationship No. 2
    
    
    7,382
    
    
    
    7,382
    
    
    
    2,870
    
    
    
    Q1-2006
    
    
    
    Q1-2008
    
    
    
    Q1-2008
    
    
    Land A&D (5)
    
    
    Q2-2009Relationship No. 3 (2)
    
    
    19,881
    
    
    
    6,188
    
    
    
    
    
    
    
    Q1-2005
    
    
    
    Q3-2007
    
    
    
    Q1-2008
    
    
    Builder Land
    
    
    Q3-2009Relationship No. 4 (3)
    
    
    9,833
    
    
    
    5,225
    
    
    
    
    
    
    
    Q2-2004
    
    
    
    Q3-2007
    
    
    
    Q4-2007
    
    
    Land AD&C
    
    
    Q3-200951,842
    
    
    
    26,668
    
    
    
    7,400
 
 (1)
    
    During 2008, BankAtlantic Bancorp Parent Company recognized partial charge-offs on
relationship No. 1 of $6.9 million.(2)
    
    During 2008 and 2009, BankAtlantic Bancorp Parent Company recognized partial charge-offs on
relationship No. 3 aggregating $13.7 million.(3)
    
    During 2008 and 2009, BankAtlantic recognized partial charge-offs on relationship No. 4
aggregating $4.6 million.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D). 139




---



##### 



Financial Services
(BankAtlantic Bancorp)
   For the YearsEnded December 31,2009
    
    
    2008Balance, beginning of period
    
    $
    11,685
    
    
    
    Loans charged-off
    
    
    (16,469
    )
    
    
    (19,173
    )Recoveries of loans previously charged-off
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (16,469
    )
    
    
    (19,173
    )Reserves transferred from BankAtlantic
    
    
    
    
    
    
    6,440Provision for loan losses
    
    
    18,414
    
    
    
    24,418Balance, end of period
    
    $
    13,630
    
    
    
    11,685
  Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc.
  140




---



##### 



Financial Services
(BankAtlantic Bancorp)
      141




---



##### 



Financial Services
(BankAtlantic Bancorp)
   As of December 31, 2009Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    14,002
    
    
    
    
    
    
    
    
    
    
    
    14,002Debt securities
    
    
    10
    
    
    
    
    
    
    
    6
    
    
    
    4Private investment
securities
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500Total
    
    $
    15,512
    
    
    
    
    
    
    
    6
    
    
    
    15,506
   BankAtlantic
   142




---



##### 



Financial Services
(BankAtlantic Bancorp)
       143




---



##### 



Financial Services
(BankAtlantic Bancorp)
    Outstanding atDecember 31,
    
    
    For the Period Ending December 31,2009
    
    
    2010
    
    
    2011-2012
    
    
    2013-2017
    
    
    2018-2022
    
    
    2023-2027
    
    
    >2028Commercial real estate
    
    $
    1,333,479
    
    
    
    679,595
    
    
    
    243,603
    
    
    
    265,597
    
    
    
    97,926
    
    
    
    44,931
    
    
    
    1,827Residential real estate
    
    
    1,554,338
    
    
    
    22,399
    
    
    
    5,278
    
    
    
    21,924
    
    
    
    205,735
    
    
    
    63,661
    
    
    
    1,235,341Consumer
    
    
    690,441
    
    
    
    1,663
    
    
    
    8,235
    
    
    
    420,003
    
    
    
    238,158
    
    
    
    22,382
    
    
    
    Commercial business
    
    
    252,803
    
    
    
    120,068
    
    
    
    57,891
    
    
    
    69,175
    
    
    
    5,669
    
    
    
    
    
    
    
    Total loans
    
    $
    3,831,061
    
    
    
    823,725
    
    
    
    315,007
    
    
    
    776,699
    
    
    
    547,488
    
    
    
    130,974
    
    
    
    1,237,168available for sale (1)
    
    $
    319,542
    
    
    
    252
    
    
    
    1
    
    
    
    581
    
    
    
    82,940
    
    
    
    33,426
    
    
    
    202,342
 
 (1)
    
    Does not include $0.8 million of equity securities.  Commercial
    
    
    Real EstateBusiness
    
    
    Construction
    
    
    TotalOne year or less
    
    $
    204,106
    
    
    
    212,881
    
    
    
    416,987Over one year, but less than five
years
    
    
    42,626
    
    
    
    9,875
    
    
    
    52,501Over five years
    
    
    6,071
    
    
    
    334
    
    
    
    6,405$
    252,803
    
    
    
    223,090
    
    
    
    475,893Due After One Year:Pre-determined interest rate
    
    $
    48,697
    
    
    
    10,209
    
    
    
    58,906Floating or adjustable interest rate
    
    
    
    
    
    
    
    
    
    
    $
    48,697
    
    
    
    10,209
    
    
    
    58,906
  Florida
    
    
    62
    %Eastern U.S.A.
    
    
    20
    %Western U.S.A.
    
    
    14
    %Central U.S.A.
    
    
    4
    %100
    %
  144




---



##### 



Financial Services
(BankAtlantic Bancorp)
   Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    357,660
    
    
    
    10.63
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    4.00
    
    
    
    5.00At December 31, 2008:Total risk-based capital
    
    $
    456,776
    
    
    
    11.63
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    385,006
    
    
    
    9.80
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    4.00
    
    
    
    5.00
    Off Balance Sheet Arrangements, Contractual Obligations and Loan Commitments
  Amount of Commitment Expiration Per PeriodTotalAmounts
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    After 5Commercial Commitments
    
    Committed
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsLines of credit
    
    $
    402,340
    
    
    
    78,847
    
    
    
    
    
    
    
    
    
    
    
    323,493Standby letters of credit
    
    
    13,573
    
    
    
    13,573
    
    
    
    
    
    
    
    
    
    
    
    Other commercial commitments
    
    
    62,550
    
    
    
    62,550
    
    
    
    
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    478,463
    
    
    
    154,970
    
    
    
    
    
    
    
    
    
    
    
    323,493
  145




---



##### 



Financial Services
(BankAtlantic Bancorp)
      Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    960,559
    
    
    
    835,832
    
    
    
    108,430
    
    
    
    16,294
    
    
    
    3Long-term debt
    
    
    331,031
    
    
    
    
    
    
    
    22,000
    
    
    
    14,836
    
    
    
    294,195Advances from FHLB (1)
    
    
    282,012
    
    
    
    282,012
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held
for sublease
    
    
    23,434
    
    
    
    1,010
    
    
    
    2,826
    
    
    
    1,892
    
    
    
    17,706Operating lease obligations held
for use
    
    
    69,278
    
    
    
    7,483
    
    
    
    17,372
    
    
    
    6,968
    
    
    
    37,455Pension obligation
    
    
    17,884
    
    
    
    1,473
    
    
    
    3,040
    
    
    
    3,342
    
    
    
    10,029Other obligations
    
    
    13,006
    
    
    
    206
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    1,697,204
    
    
    
    1,128,016
    
    
    
    158,468
    
    
    
    49,732
    
    
    
    360,988
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities     146




---



##### 



Financial Services
(BankAtlantic Bancorp)
     Dividends
  147




---



##### 



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 BFC
    Woodbridge
  Bluegreen
    148




---



##### 



BankAtlantic Bancorp
  BankAtlantic Repricing Gap TableAs of December 31, 20091 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalInterest earning assets:Loans:Residential loans (1)Fixed rate
    
    $
    165,479
    
    
    
    98,815
    
    
    
    61,653
    
    
    
    197,496
    
    
    
    523,443Hybrids ARM less than 5 years
    
    
    37,760
    
    
    
    13,029
    
    
    
    84
    
    
    
    200
    
    
    
    51,073Hybrids ARM more than 5 years
    
    
    340,379
    
    
    
    291,558
    
    
    
    200,368
    
    
    
    151,165
    
    
    
    983,470Commercial loans
    
    
    884,202
    
    
    
    104,962
    
    
    
    88,030
    
    
    
    15,471
    
    
    
    1,092,665Small business loans
    
    
    286,848
    
    
    
    108,136
    
    
    
    47,083
    
    
    
    40,986
    
    
    
    483,053Consumer
    
    
    678,464
    
    
    
    6,399
    
    
    
    3,789
    
    
    
    11,175
    
    
    
    699,827Total loans
    
    
    2,393,132
    
    
    
    622,899
    
    
    
    401,007
    
    
    
    416,493
    
    
    
    3,833,531Investment securitiesMortgage backed securities
    
    
    89,530
    
    
    
    102,466
    
    
    
    51,839
    
    
    
    63,479
    
    
    
    307,314Other investment securities
    
    
    49,082
    
    
    
    
    
    
    
    
    
    
    
    12,760
    
    
    
    61,842Tax certificates
    
    
    110,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,991Total investment securities
    
    
    249,603
    
    
    
    102,466
    
    
    
    51,839
    
    
    
    76,239
    
    
    
    480,147Total interest earning assets
    
    
    2,642,735
    
    
    
    725,365
    
    
    
    452,846
    
    
    
    492,732
    
    
    
    4,313,678Total non-earning assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    441,444
    
    
    
    441,444Total assets
    
    $
    2,642,735
    
    
    
    725,365
    
    
    
    452,846
    
    
    
    934,176
    
    
    
    4,755,122Total interest bearing liabilities
    
    $
    3,512,266
    
    
    
    330,576
    
    
    
    160,618
    
    
    
    324,196
    
    
    
    4,327,656Non-interest bearing liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    427,466
    
    
    
    427,466Total non-interest bearing liabilities
and equity
    
    $
    3,512,266
    
    
    
    330,576
    
    
    
    160,618
    
    
    
    751,662
    
    
    
    4,755,122GAP (repricing difference)
    
    $
    (869,531
    )
    
    
    394,789
    
    
    
    292,228
    
    
    
    168,536Cumulative GAP
    
    $
    (869,531
    )
    
    
    (474,742
    )
    
    
    (182,514
    )
    
    
    (13,978
    )Repricing Percentage
    
    
    -18.29
    %
    
    
    8.30
    %
    
    
    6.15
    %
    
    
    3.54
    %Cumulative Percentage
    
    
    -18.29
    %
    
    
    -9.98
    %
    
    
    -3.84
    %
    
    
    -0.29
    %
 
 (1)
    
    Hybrid adjustable rate mortgages (ARM) earn fixed rates for designated periods and
adjust annually thereafter based on the one year U.S. Treasury note rate. 149




---



##### 



Year Ending December 31,
    
    Amount (1)2010
    
    $
    65,2272011
    
    
    63,5422012
    
    
    65,9882013
    
    
    130,2492014
    
    
    54,787Thereafter
    
    
    396,393Total interest only loans
    
    $
    776,186
 
 (1)
    
    The above table assumes no prepayments.    i.
    
    Calculating interest income and interest expense from existing assets and liabilities
using current repricing, prepayment and volume assumptions,ii.
    
    Estimating the change in expected net interest income based on instantaneous and
parallel shifts in the yield curve to determine the effect on net interest income; andiii.
    
    Calculating the percentage change in net interest income calculated in (i) and (ii).
   
    
    Interest rates,
    
    Loan prepayment rates,
    
    Deposit decay rates,
    
    Re-pricing of certain borrowings, and
    
    Reinvestment in earning assets.
  
    
    Fixed rate mortgages
    
    30%
    
    Fixed rate securities
    
    26%
    
    Tax certificates
    
    70%
    
    Adjustable rate mortgages
    
    16%
    
    Adjustable rate securities
    
    25%
 
 150




---



##### 



Deposit runoff assumptions used in the model are as follows:
 Within
    
    1-3
    
    3-5
    
    Over 51 Year
    
    Years
    
    Years
    
    YearsMoney fund savings accounts decay
rates
    
    
    17
    %
    
    
    17
    %
    
    
    16
    %
    
    
    14
    %NOW and savings accounts decay rates
    
    
    37
    %
    
    
    32
    %
    
    
    17
    %
    
    
    17
    %
  As of December 31, 2009NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    166,800
    
    
    
    1.93
    %+100 bp
    
    
    164,645
    
    
    
    0.62
    %0
    
    
    163,634
    
    
    
    -100 bp
    
    
    164,519
    
    
    
    0.54
    %-200 bp
    
    
    162,552
    
    
    
    -0.66
    %
 As of December 31, 2008NetChanges
    
    Interest
    
    Percentin Rate
    
    Income
    
    Change+200 bp
    
    $
    191,139
    
    
    
    -3.99
    %+100 bp
    
    
    198,441
    
    
    
    -0.32
    %0
    
    
    199,086
    
    
    
    -100 bp
    
    
    196,893
    
    
    
    -1.10
    %-200 bp
    
    
    193,138
    
    
    
    -2.99
    %
  151




---



##### 



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 BFC FINANCIAL CORPORATION  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Report of Independent Registered Certified Public Accounting FirmFinancial Statements:Consolidated Statements of Financial Condition as of December 31, 2009 and 2008Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 2009Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three year
period ended December 31, 2009Consolidated Statements of Changes in Equity for each of the years in the three year period
ended December 31, 2009Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 2009Notes to Consolidated Financial Statements
 Bluegreen Corporation
  152




---



##### 



Report of Independent Registered Certified Public Accounting Firm
 
 Internal Control  Integrated Framework
  153




---



##### 



154




---



##### 



BFC Financial Corporation
 
 Consolidated Statements of Financial Condition
 (In thousands, except share data)
 December 31,2009
    
    
    2008ASSETSCash and cash equivalents and due from depository institutions
    
    $
    315,580
    
    
    
    247,760Federal funds sold and other short-term investments
    
    
    500
    
    
    
    31,177Restricted cash
    
    
    24,020
    
    
    
    21,288Securities available for sale at fair value
    
    
    346,375
    
    
    
    722,698Investment securities at cost or amortized cost
(fair value: $9,654 in 2009 and $12,475 in 2008)
    
    
    9,654
    
    
    
    12,008Current income tax receivable
    
    
    64,006
    
    
    
    Tax certificates, net of allowance of $6,781 in 2009 and $6,064 in 2008
    
    
    110,991
    
    
    
    213,534Federal Home Loan Bank (FHLB) stock, at cost which approximates fair value
    
    
    48,751
    
    
    
    54,607Residential loans held for sale
    
    
    4,547
    
    
    
    3,461Loans receivable, net of allowance for loan losses of
$187,218 in 2009 and $137,257 in 2008
    
    
    3,678,894
    
    
    
    4,314,184Notes receivable, net of allowance of $3,986
    
    
    277,274
    
    
    
    Retained interest in notes receivable sold
    
    
    26,340
    
    
    
    Accrued interest receivable
    
    
    32,279
    
    
    
    41,817Real estate inventory
    
    
    494,291
    
    
    
    268,763Real estate owned and other repossessed assets
    
    
    46,477
    
    
    
    19,045Investments in unconsolidated affiliates
    
    
    15,272
    
    
    
    41,386Properties and equipment, net
    
    
    289,209
    
    
    
    237,625Goodwill
    
    
    12,241
    
    
    
    20,782Intangible assets, net
    
    
    81,686
    
    
    
    24,204Assets held for sale
    
    
    71,900
    
    
    
    89,809Other assets
    
    
    96,750
    
    
    
    31,434Total assets
    
    $
    6,047,037
    
    
    
    6,395,582LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    3,133,360
    
    
    
    3,178,105Non-interest bearing deposits
    
    
    815,458
    
    
    
    741,691Total deposits
    
    
    3,948,818
    
    
    
    3,919,796Advances from FHLB
    
    
    282,012
    
    
    
    967,491Securities sold under agreements to repurchase
    
    
    24,468
    
    
    
    41,387Federal funds purchased and other short term borrowings
    
    
    2,803
    
    
    
    238,339Receivable-backed notes payable
    
    
    237,416
    
    
    
    Notes and mortgage notes payable and other borrowings
    
    
    395,361
    
    
    
    212,767Junior subordinated debentures
    
    
    447,211
    
    
    
    376,104Loss in excess of investment in Woodbridges subsidiary
    
    
    
    
    
    
    52,887Deferred income taxes
    
    
    31,204
    
    
    
    Liabilities related to assets held for sale
    
    
    76,351
    
    
    
    76,221Other liabilities
    
    
    186,453
    
    
    
    124,140Total liabilities
    
    
    5,632,097
    
    
    
    6,009,132Commitments and contingenciesPreferred stock of $.01 par value; authorized - 10,000,000 shares:Redeemable 5% Cumulative Preferred Stock    $.01 par value;
authorized 15,000 shares; issued and outstanding 15,000 shares
with a redemption value of $1,000 per share
    
    
    11,029
    
    
    
    11,029Equity:Class A common stock of $.01 par value, authorized 150,000,000 shares;
issued and outstanding 68,521,497 in 2009 and 38,254,389 in 2008
    
    
    685
    
    
    
    382Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,854,251 in 2009 and 6,875,104 in 2008
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    227,934
    
    
    
    123,562Retained earnings (deficit)
    
    
    16,608
    
    
    
    (8,848
    )Accumulated other comprehensive income (loss)
    
    
    (237
    )
    
    
    (2,298
    )Total BFC Financial Corporation (BFC) shareholders equity
    
    
    245,059
    
    
    
    112,867Noncontrolling interests
    
    
    158,852
    
    
    
    262,554Total equity
    
    
    403,911
    
    
    
    375,421Total liabilities and equity
    
    $
    6,047,037
    
    
    
    6,395,582
 See Notes to Consolidated Financial Statements.
 155




---



##### 



BFC Financial Corporation
 
 Consolidated Statements of Operations
 (In thousands, except per share data)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007RevenuesReal Estate and Other:Sales of real estate
    
    $
    25,035
    
    
    
    13,837
    
    
    
    410,115Other resorts and communities operations revenue
    
    
    5,832
    
    
    
    
    
    
    
    Other revenues
    
    
    8,859
    
    
    
    3,033
    
    
    
    5,76639,726
    
    
    
    16,870
    
    
    
    415,881Financial Services:Interest income
    
    
    225,762
    
    
    
    314,538
    
    
    
    371,633Service charges on deposits
    
    
    75,739
    
    
    
    93,905
    
    
    
    102,639Other service charges and fees
    
    
    29,542
    
    
    
    28,959
    
    
    
    28,950Securities activities, net
    
    
    11,180
    
    
    
    2,039
    
    
    
    8,412Other non-interest income
    
    
    11,864
    
    
    
    10,130
    
    
    
    9,159354,087
    
    
    
    449,571
    
    
    
    520,793Total revenues
    
    
    393,813
    
    
    
    466,441
    
    
    
    936,674Costs and ExpensesReal Estate and Other:Cost of sales of real estate
    
    
    108,837
    
    
    
    12,838
    
    
    
    573,241Cost of sales of other resorts and communities operations
    
    
    5,018
    
    
    
    
    
    
    
    Interest expense, net of interest capitalized
    
    
    17,660
    
    
    
    8,431
    
    
    
    3,807Selling, general and administrative expenses
    
    
    66,927
    
    
    
    55,201
    
    
    
    130,096Impairment of goodwill
    
    
    2,001
    
    
    
    
    
    
    
    Other expenses
    
    
    6,449
    
    
    
    
    
    
    
    3,929206,892
    
    
    
    76,470
    
    
    
    711,073Financial Services:Interest expense
    
    
    74,852
    
    
    
    140,502
    
    
    
    192,672Provision for loan losses
    
    
    232,658
    
    
    
    159,801
    
    
    
    70,842Employee compensation and benefits
    
    
    108,245
    
    
    
    128,897
    
    
    
    151,178Occupancy and equipment
    
    
    58,576
    
    
    
    64,782
    
    
    
    65,851Advertising and promotion
    
    
    8,646
    
    
    
    16,335
    
    
    
    20,002Check losses
    
    
    4,188
    
    
    
    8,767
    
    
    
    11,476Professional fees
    
    
    14,629
    
    
    
    12,761
    
    
    
    8,690Supplies and postage
    
    
    4,173
    
    
    
    4,662
    
    
    
    6,146Telecommunication
    
    
    2,481
    
    
    
    4,452
    
    
    
    5,571Cost associated with debt redemption
    
    
    7,463
    
    
    
    1,238
    
    
    
    Provision for tax certificates
    
    
    3,388
    
    
    
    7,286
    
    
    
    300Restructuring charges and exit activities
    
    
    5,338
    
    
    
    7,395
    
    
    
    8,351Impairment of goodwill
    
    
    8,541
    
    
    
    46,564
    
    
    
    Impairment of real estate held for sale
    
    
    3,871
    
    
    
    1,169
    
    
    
    5,240Impairment of real estate owned
    
    
    4,124
    
    
    
    1,465
    
    
    
    7,299FDIC special assessment
    
    
    2,428
    
    
    
    
    
    
    
    Other expenses
    
    
    29,866
    
    
    
    28,894
    
    
    
    25,840573,467
    
    
    
    634,970
    
    
    
    579,458Total costs and expenses
    
    
    780,359
    
    
    
    711,440
    
    
    
    1,290,531Gain on bargain purchase of Bluegreen
    
    
    183,138
    
    
    
    
    
    
    
    Gain on settlement of investment in Woodbridges subsidiary
    
    
    29,679
    
    
    
    
    
    
    
    Equity in earnings from unconsolidated affiliates
    
    
    33,381
    
    
    
    15,064
    
    
    
    12,724Impairment of unconsolidated affiliates
    
    
    (31,181
    )
    
    
    (96,579
    )
    
    
    Impairment of investments
    
    
    (2,396
    )
    
    
    (15,548
    )
    
    
    Investment gains
    
    
    6,654
    
    
    
    2,076
    
    
    
    1,295Interest, dividend and other income
    
    
    15,291
    
    
    
    7,750
    
    
    
    15,888Loss from continuing operations before income taxes
    
    
    (151,980
    )
    
    
    (332,236
    )
    
    
    (323,950
    )Less: (Benefit) provision for income taxes
    
    
    (67,218
    )
    
    
    15,763
    
    
    
    (70,246
    )Loss from continuing operations
    
    
    (84,762
    )
    
    
    (347,999
    )
    
    
    (253,704
    )Discontinued operations, net of income tax
benefit of $0 in 2009, $0 in 2008 and $(2,238) in 2007
    
    
    (11,931
    )
    
    
    19,388
    
    
    
    8,799Extraordinary gain, net of income tax of $0 in 2008 and $1,509 in 2007
    
    
    
    
    
    
    9,145
    
    
    
    2,403Net loss
    
    
    (96,693
    )
    
    
    (319,466
    )
    
    
    (242,502
    )Less: Net loss attributable to noncontrolling interests
    
    
    (122,414
    )
    
    
    (260,567
    )
    
    
    (212,043
    )Net income (loss) attributable to BFC
    
    
    25,721
    
    
    
    (58,899
    )
    
    
    (30,459
    )Preferred stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net income (loss) allocable to common stock
    
    $
    24,971
    
    
    
    (59,649
    )
    
    
    (31,209
    )
 See Notes to Consolidated Financial Statements.
 156




---



##### 



BFC Financial Corporation
Consolidated Statements of Operations
(In thousands, except per share data)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Basic and Diluted Earnings (Loss) Per Common Share
Attributable to BFC (Note 39):Basic Earnings (Loss) Per Common ShareEarnings (loss) per share from continuing operations
    
    $
    0.68
    
    
    
    (1.63
    )
    
    
    (0.90
    )(Loss) earnings per share from discontinued operations
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    0.03Earnings per share from extraordinary gain
    
    
    
    
    
    
    0.20
    
    
    
    0.06Net income (loss) per common share
    
    $
    0.44
    
    
    
    (1.32
    )
    
    
    (0.81
    )Diluted Earnings (Loss) Per Common ShareEarnings (loss) per share from continuing operations
    
    $
    0.68
    
    
    
    (1.63
    )
    
    
    (0.90
    )(Loss) earnings per share from discontinued operations
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    0.03Earnings per share from extraordinary gain
    
    
    
    
    
    
    0.20
    
    
    
    0.06Net income (loss) per common share
    
    $
    0.44
    
    
    
    (1.32
    )
    
    
    (0.81
    )Basic weighted average number of
common shares outstanding
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778Amount attributable to BFC common shareholders:Income (loss) from continuing operations, net of tax
    
    $
    38,833
    
    
    
    (73,752
    )
    
    
    (34,851
    )Discontinued operations, net of tax
    
    
    (13,862
    )
    
    
    4,958
    
    
    
    1,239Extraordinary gain, net of tax
    
    
    
    
    
    
    9,145
    
    
    
    2,403Net income (loss)
    
    $
    24,971
    
    
    
    (59,649
    )
    
    
    (31,209
    )
 See Notes to Consolidated Financial Statements.
 157




---



##### 



BFC Financial Corporation
 
 Consolidated Statements of Comprehensive Income (Loss)
 (In thousands)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Net loss
    
    $
    (96,693
    )
    
    
    (319,466
    )
    
    
    (242,502
    )Other comprehensive income (loss), net of tax:Unrealized gains (loss) on securities available for sale
    
    
    13,876
    
    
    
    (14,576
    )
    
    
    17,754(Benefit) provision for income taxes
    
    
    
    
    
    
    (6,647
    )
    
    
    7,599Unrealized gains (loss) on securities available for sale, net of tax
    
    
    13,876
    
    
    
    (7,929
    )
    
    
    10,155Unfunded pension liability
    
    
    7,765
    
    
    
    (13,911
    )
    
    
    702Provision for income taxes
    
    
    
    
    
    
    2,112
    
    
    
    310Unfunded pension liability, net of tax
    
    
    7,765
    
    
    
    (16,023
    )
    
    
    392Unrealized losses associated with retained interests
in notes receivables sold
    
    
    (1,513
    )
    
    
    
    
    
    
    Benefit for income taxes
    
    
    (588
    )
    
    
    
    
    
    
    Unrealized losses associated with retained interests
in notes receivables sold, net of tax
    
    
    (925
    )
    
    
    
    
    
    
    Unrealized gains (losses) associated with investment in
unconsolidated affiliates
    
    
    29
    
    
    
    (2,021
    )
    
    
    (771
    )Benefit for income taxes
    
    
    
    
    
    
    (184
    )
    
    
    (340
    )Unrealized gains (losses) associated with investment in
unconsolidated affiliates, net of tax
    
    
    29
    
    
    
    (1,837
    )
    
    
    (431
    )Reclassification adjustments:Realized net periodic pension (costs) income
    
    
    (2,005
    )
    
    
    248
    
    
    
    239Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    105Realized net periodic pension (costs) income, net of tax
    
    
    (2,005
    )
    
    
    248
    
    
    
    134Realized (gains) loss reclassified into net loss
    
    
    (12,435
    )
    
    
    10,502
    
    
    
    (8,814
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    (3,710
    )Net realized (gains) loss reclassified into net loss, net of tax
    
    
    (12,435
    )
    
    
    10,502
    
    
    
    (5,104
    )Other comprehensive income (loss), net of tax
    
    
    6,305
    
    
    
    (15,039
    )
    
    
    5,146Comprehensive loss
    
    
    (90,388
    )
    
    
    (334,505
    )
    
    
    (237,356
    )Less: Comprehensive loss attributable to noncontrolling interest
    
    
    (118,170
    )
    
    
    (271,712
    )
    
    
    (207,042
    )Total comprehensive income (loss) attributable to BFC
    
    $
    27,782
    
    
    
    (62,793
    )
    
    
    (30,314
    )
 See Notes to Consolidated Financial Statements.
 158




---



##### 



BFC Financial Corporation
 
 Consolidated Statements of Changes in Equity
 For each of the years in the three year period ended December 31, 2009
 (In thousands)
 AccumulatedOther(Accumulated
    
    Compre-
    
    Total
    
    Non-Shares of Common
    
    Class A
    
    Class B
    
    Additional
    
    Deficit)
    
    hensive
    
    BFC
    
    controllingStock Outstanding
    
    Common
    
    Common
    
    Paid-in
    
    Retained
    
    Income
    
    Shareholders
    
    Interest in
    
    TotalClass A
    
    Class B
    
    Stock
    
    Stock
    
    Capital
    
    Earnings
    
    (Loss)
    
    Equity
    
    Subsidiaries
    
    EquityBalance, December 31, 2006
    
    
    28,756
    
    
    
    7,091
    
    
    $
    266
    
    
    $
    69
    
    
    $
    93,910
    
    
    $
    81,889
    
    
    $
    1,451
    
    
    $
    177,585
    
    
    $
    698,323
    
    
    $
    875,908Cumulative effect of a change
in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121
    
    
    
    
    
    
    
    121
    
    
    
    
    
    
    
    121Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,459
    )
    
    
    
    
    
    
    (30,459
    )
    
    
    (212,043
    )
    
    
    (242,502
    )Other comprehensive income, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145
    
    
    
    145
    
    
    
    5,001
    
    
    
    5,146Issuance of common stock,
net of issuance costs
    
    
    11,500
    
    
    
    
    
    
    
    115
    
    
    
    
    
    
    
    36,006
    
    
    
    
    
    
    
    
    
    
    
    36,121
    
    
    
    
    
    
    
    36,121Issuance of common stock
upon exercise of stock options and
restricted stock
    
    
    152
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    187
    
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    
    
    
    
    188Cancelled shares of common stock
upon merger
    
    
    (2,163
    )
    
    
    (227
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net effect of subsidiaries capital
transactions attributable to BFC,
net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101
    )
    
    
    
    
    
    
    
    
    
    
    (101
    )
    
    
    
    
    
    
    (101
    )Noncontrolling interests net
effect of subsidiaries capital
transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,669
    
    
    
    67,669Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )Share-based compensation related
to stock options and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,187
    
    
    
    
    
    
    
    
    
    
    
    1,187
    
    
    
    
    
    
    
    1,187Transfer of shares of Common Stock
    
    
    (12
    )
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2007
    
    
    38,233
    
    
    
    6,876
    
    
    
    382
    
    
    
    69
    
    
    
    131,189
    
    
    
    50,801
    
    
    
    1,596
    
    
    
    184,037
    
    
    
    558,950
    
    
    
    742,987Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58,899
    )
    
    
    
    
    
    
    (58,899
    )
    
    
    (260,567
    )
    
    
    (319,466
    )Other comprehensive loss, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,894
    )
    
    
    (3,894
    )
    
    
    (11,145
    )
    
    
    (15,039
    )Issuance of restricted
Class A Common Stock
    
    
    120
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfer of shares of Common Stock
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase and retirement
of Class A Common Stock
    
    
    (100
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    
    
    
    
    (54
    )Net effect of subsidiaries capital transactions attributable to BFC, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,398
    
    
    
    
    
    
    
    
    
    
    
    2,398
    
    
    
    
    
    
    
    2,398Noncontrolling interests net
effect of subsidiaries capital
transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,684
    )
    
    
    (24,684
    )Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )Re-classification of the 5% Preferred Stock to Redeemable Preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,029
    )
    
    
    
    
    
    
    
    
    
    
    (11,029
    )
    
    
    
    
    
    
    (11,029
    )Share-based compensation
related to stock options
and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,058
    
    
    
    
    
    
    
    
    
    
    
    1,058
    
    
    
    
    
    
    
    1,058Balance, December 31, 2008
    
    
    38,254
    
    
    
    6,875
    
    
    $
    382
    
    
    $
    69
    
    
    $
    123,562
    
    
    $
    (8,848
    )
    
    $
    (2,298
    )
    
    $
    112,867
    
    
    $
    262,554
    
    
    $
    375,421Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,721
    
    
    
    
    
    
    
    25,721
    
    
    
    (122,414
    )
    
    
    (96,693
    )Noncontrolling interests from acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,444
    
    
    
    71,444Other comprehensive income, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,061
    
    
    
    2,061
    
    
    
    4,244
    
    
    
    6,305Merger transaction (Note 3)
    
    
    30,246
    
    
    
    
    
    
    
    303
    
    
    
    
    
    
    
    94,676
    
    
    
    
    
    
    
    
    
    
    
    94,979
    
    
    
    (99,583
    )
    
    
    (4,604
    )Transfer of shares of Common Stock
    
    
    21
    
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pro rata share of the cumulative effect of
accounting changes recognized by Bluegreen on retained interests in
notes receivable sold
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    485
    
    
    
    
    
    
    
    485
    
    
    
    1,575
    
    
    
    2,060Net effect of subsidiaries capital
transactions attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,333
    
    
    
    
    
    
    
    
    
    
    
    8,333
    
    
    
    
    
    
    
    8,333Noncontrolling interest net effect of
subsidiaries capital transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,032
    
    
    
    41,032Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )Share-based compensation
related to stock options
and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,363
    
    
    
    
    
    
    
    
    
    
    
    1,363
    
    
    
    
    
    
    
    1,363Balance, December 31, 2009
    
    
    68,521
    
    
    
    6,854
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    16,608
    
    
    $
    (237
    )
    
    $
    245,059
    
    
    $
    158,852
    
    
    $
    403,911
 See Notes to Consolidated Financial Statements.
 159




---



##### 



BFC Financial Corporation
 
 Consolidated Statements of Cash Flows
 (In thousands)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Operating activities:Net loss
    
    $
    (96,693
    )
    
    
    (319,466
    )
    
    
    (242,502
    )Adjustment to reconcile net loss to net cash used in
operating activities:Extraordinary gain, net of taxes
    
    
    
    
    
    
    (9,145
    )
    
    
    (2,403
    )Discontinued operations attributable to noncontrolling interest
    
    
    
    
    
    
    (12,144
    )
    
    
    (6,122
    )Provision for loan valuation allowances, net
    
    
    240,169
    
    
    
    168,552
    
    
    
    78,441Provision for notes receivable allowances, net
    
    
    3,986
    
    
    
    
    
    
    
    Restructuring charges, impairments and exit activities
    
    
    9,209
    
    
    
    8,564
    
    
    
    13,591Depreciation, amortization and accretion, net
    
    
    24,016
    
    
    
    28,389
    
    
    
    23,693Share-based compensation expense
    
    
    4,724
    
    
    
    3,821
    
    
    
    9,386Tax benefits from share-based compensation
    
    
    
    
    
    
    
    
    
    
    (1,265
    )Securities activities, net
    
    
    (17,834
    )
    
    
    (4,116
    )
    
    
    (9,707
    )Net (gains) losses on sales of real estate owned, real estate,
loans held for sale and office properties and equipment
    
    
    (515
    )
    
    
    (2,448
    )
    
    
    201Net gain on sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    
    
    
    
    (2,175
    )Stifel stock received as earn-out consideration pursuant to the
Ryan Beck sales agreement
    
    
    (8,589
    )
    
    
    (11,309
    )
    
    
    Gain on bargain purchase of Bluegreen
    
    
    (183,138
    )
    
    
    
    
    
    
    Gain on settlement of investment in Woodbridges subsidiary
    
    
    (29,679
    )
    
    
    
    
    
    
    Originations of loans held for sale, net
    
    
    (74,764
    )
    
    
    (59,323
    )
    
    
    (90,745
    )Proceeds from sales of loans held for sale
    
    
    74,325
    
    
    
    53,564
    
    
    
    96,470Equity in earnings from unconsolidated affiliates
    
    
    (33,339
    )
    
    
    (14,019
    )
    
    
    (10,390
    )Impairment of unconsolidated affiliates
    
    
    31,181
    
    
    
    96,579
    
    
    
    Impairment of investments
    
    
    2,396
    
    
    
    15,548Impairment of real estate inventory and long lived assets
    
    
    94,212
    
    
    
    3,605
    
    
    
    227,412Impairment of goodwill
    
    
    10,542
    
    
    
    46,564
    
    
    
    Impairment of fixed assets
    
    
    20,698
    
    
    
    
    
    
    
    Deferred income tax provision (benefit)
    
    
    
    
    
    
    50,260
    
    
    
    (44,024
    )Increase in income tax receivable
    
    
    (66,386
    )
    
    
    
    
    
    
    Deferred interest on junior subordinated debentures
    
    
    14,139
    
    
    
    
    
    
    
    Interest accretion on retained interests in notes receivable sold
    
    
    2,065
    
    
    
    
    
    
    
    Net losses associated with debt redemption
    
    
    7,463
    
    
    
    1,238
    
    
    
    Increase in forgivable notes receivable, net
    
    
    
    
    
    
    
    
    
    
    (673
    )(Increase) decrease in real estate inventory
    
    
    (5,119
    )
    
    
    (8,582
    )
    
    
    27,006Increase in securities owned, net
    
    
    (103
    )
    
    
    
    
    
    
    (23,855
    )Increase in securities sold but not yet purchased
    
    
    
    
    
    
    
    
    
    
    28,419Decrease in accrued interest receivable
    
    
    9,538
    
    
    
    4,454
    
    
    
    1,405Decrease (increase) in other assets
    
    
    (25,119
    )
    
    
    15,584
    
    
    
    (12,204
    )Decrease in notes receivable
    
    
    5,802
    
    
    
    
    
    
    
    Increase in due to clearing agent
    
    
    
    
    
    
    
    
    
    
    9,657Decrease in customer deposits
    
    
    
    
    
    
    (123
    )
    
    
    (23,974
    )Decrease in other liabilities
    
    
    (7,202
    )
    
    
    (30,858
    )
    
    
    (45,012
    )Net cash provided by operating activities
    
    
    5,985
    
    
    
    25,189
    
    
    
    630
 (continued)
 See Notes to Consolidated Financial Statements.
 160




---



##### 



BFC Financial Corporation
Consolidated Statements of Cash Flows
(In thousands)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Investing activities:Proceeds from redemption and maturity of investment securities
and tax certificates
    
    
    228,522
    
    
    
    349,397
    
    
    
    208,345Purchase of investment securities and tax certificates
    
    
    (125,228
    )
    
    
    (377,983
    )
    
    
    (211,402
    )Purchase of securities available for sale
    
    
    (91,141
    )
    
    
    (288,241
    )
    
    
    (682,231
    )Proceeds from sales of securities available for sale
    
    
    341,426
    
    
    
    395,771
    
    
    
    626,095Proceeds from maturities of securities available for sale
    
    
    146,543
    
    
    
    145,610
    
    
    
    93,803Decrease (increase) in restricted cash
    
    
    20,057
    
    
    
    (19,081
    )
    
    
    (1,576
    )Cash paid in settlement of Woodbridge subsidiarys bankruptcy
    
    
    (12,430
    )
    
    
    
    
    
    
    Purchases of FHLB stock
    
    
    (2,295
    )
    
    
    (47,655
    )
    
    
    (22,725
    )Redemption of FHLB stock
    
    
    8,151
    
    
    
    67,051
    
    
    
    28,939Investments in unconsolidated affiliates
    
    
    (1,629
    )
    
    
    (66
    )
    
    
    (6,863
    )Distributions from unconsolidated affiliates
    
    
    334
    
    
    
    3,189
    
    
    
    8,186Net repayments (purchases and originations) of loans
    
    
    351,811
    
    
    
    23,285
    
    
    
    (2,173
    )Proceeds from the sale of loans receivable
    
    
    14,483
    
    
    
    10,100
    
    
    
    Improvements to real estate owned
    
    
    (1,373
    )
    
    
    (19
    )
    
    
    (2,011
    )Proceeds from sales of real estate owned
    
    
    6,073
    
    
    
    3,810
    
    
    
    2,252Proceeds from sales of property and equipment
    
    
    9,555
    
    
    
    6,693
    
    
    
    969Purchases of office property and equipment, net
    
    
    (5,121
    )
    
    
    (12,648
    )
    
    
    (103,033
    )Net cash outflows from the sale of central Florida stores
    
    
    
    
    
    
    (4,491
    )
    
    
    Deconsolidation of Woodbridges subsidiary cash balance
    
    
    
    
    
    
    
    
    
    
    (6,387
    )Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    
    
    
    
    2,628Net cash from consolidation of Bluegreen
    
    
    28,682
    
    
    
    
    
    
    
    Acquisition of Pizza Fusion
    
    
    3,000
    
    
    
    (3,000
    )
    
    
    Acquisition of BankAtlantic Bancorp Class A shares
    
    
    
    
    
    
    (3,925
    )
    
    
    Acquisition of Woodbridge Class A shares
    
    
    
    
    
    
    
    
    
    
    (33,205
    )Net cash provided by (used in) investing activities
    
    
    919,420
    
    
    
    247,797
    
    
    
    (100,389
    )Financing activities:Net increase (decrease) in deposits
    
    
    29,022
    
    
    
    (3,482
    )
    
    
    86,369Prepayments of FHLB advances
    
    
    (1,159,463
    )
    
    
    (694,363
    )
    
    
    Net proceeds (repayments) of FHLB advances
    
    
    467,000
    
    
    
    262,808
    
    
    
    (120,000
    )Net decrease in securities sold under agreements to repurchase
    
    
    (16,919
    )
    
    
    (9,543
    )
    
    
    (45,456
    )Net (decrease) increase in federal funds purchased
    
    
    (235,536
    )
    
    
    129,364
    
    
    
    76,949Prepayment of bonds payable
    
    
    
    
    
    
    (2,751
    )
    
    
    Repayment of notes, mortgage notes and bonds payable
    
    
    (26,377
    )
    
    
    (32,055
    )
    
    
    (162,213
    )Proceeds from notes, mortgage notes and bonds payable
    
    
    10,576
    
    
    
    27,522
    
    
    
    236,839Issuance of junior subordinated debentures
    
    
    
    
    
    
    
    
    
    
    30,929Payments for debt issuance costs
    
    
    (1,167
    )
    
    
    (518
    )
    
    
    (1,695
    )Excess tax benefits from share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,265Net proceeds from the issuance of BFCs Class A common stock
    
    
    
    
    
    
    
    
    
    
    36,121Proceeds from the exercise of stock options
    
    
    
    
    
    
    
    
    
    
    187Preferred stock dividends paid
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Purchase and retirement of BFC Class A common stock
    
    
    
    
    
    
    (54
    )
    
    
    Purchase and retirement of Woodbridge common stock
    
    
    (13
    )
    
    
    (1,439
    )
    
    
    Purchase and retirement of BankAtlantic Bancorp Class A common stock
    
    
    
    
    
    
    
    
    
    
    (53,769
    )Proceeds from the issuance of Woodbridge Class A common stock,
net of issuance costs
    
    
    
    
    
    
    
    
    
    
    152,651Proceeds from issuance of BankAtlantic Bancorp Class A common stock
from non-BFC shareholders
    
    
    45,563
    
    
    
    103
    
    
    
    2,449BankAtlantic Bancorp common stock dividends paid to non-BFC
shareholders
    
    
    (198
    )
    
    
    (636
    )
    
    
    (5,746
    )Woodbridge common stock dividends paid to non-BFC shareholders
    
    
    
    
    
    
    
    
    
    
    (330
    )Distribution from venture partnership to minority holders
    
    
    
    
    
    
    (410
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (888,262
    )
    
    
    (326,204
    )
    
    
    233,800Increase (decrease) in cash and cash equivalents
    
    
    37,143
    
    
    
    (53,218
    )
    
    
    134,041Cash and cash equivalents at beginning of period
    
    
    278,937
    
    
    
    332,155
    
    
    
    201,123Cash and cash equivalents of discontinued assets held for sale at
disposal date
    
    
    
    
    
    
    
    
    
    
    (6,294
    )Cash and cash equivalents of discontinued assets held for sale
    
    
    
    
    
    
    
    
    
    
    3,285Cash and cash equivalents at end of period
    
    $
    316,080
    
    
    
    278,937
    
    
    
    332,155
 (continued)
 See Notes to Consolidated Financial Statements.
 161




---



##### 



BFC Financial Corporation
Consolidated Statements of Cash Flows
(In thousands)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    86,170
    
    
    
    153,168
    
    
    
    197,157Income taxes (refunded) paid
    
    
    (2,379
    )
    
    
    (44,100
    )
    
    
    5,409Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to real estate owned
    
    
    35,914
    
    
    
    7,208
    
    
    
    2,528BFC and Woodbridge merger related transactions (see Note 3):Increase in other liabilities
    
    
    4,604
    
    
    
    
    
    
    
    Increase in BFCs Class A Common Stock
    
    
    303
    
    
    
    
    
    
    
    Increase in additional paid-in capital
    
    
    94,676
    
    
    
    
    
    
    
    Decrease in BFCs non-controlling interest in Woodbridge
    
    
    (99,583
    )
    
    
    
    
    
    
    Securities held-to-maturity transferred to securities available for sale
    
    
    
    
    
    
    
    
    
    
    203,004Long-lived assets held-for-use transferred to assets held for sale
    
    
    
    
    
    
    
    
    
    
    13,704Securities purchased pending settlement
    
    
    2,018
    
    
    
    
    
    
    
    18,926Decrease in additional paid in capital from the re-classification of
the 5% Preferred Stock to Redeemable Preferred stock
    
    
    
    
    
    
    11,029
    
    
    
    Decrease in inventory from the reclassification to
to property and equipment
    
    
    
    
    
    
    
    
    
    
    2,859Increase (decrease) in BFC accumulated other comprehensive income,
net of taxes
    
    
    2,061
    
    
    
    (3,894
    )
    
    
    145Net increase (decrease) in BFC shareholders equity from
the effect of subsidiaries capital transactions, net of taxes
    
    
    8,333
    
    
    
    2,398
    
    
    
    (101
    )Net increase in shareholders equity resulting from the cumulative
effect of
accounting changes recognized by Bluegreen on
retained interests in notes receivable sold
    
    
    485
    
    
    
    
    
    
    
    Increase in deferred tax liability due to cumulative effect of change
in accounting for uncertainties in income taxes
    
    
    
    
    
    
    
    
    
    
    121
 See Notes to Consolidated Financial Statements.
 162




---



##### 



BFC Financial Corporation
 
 Notes to Consolidated Financial Statements
 1. Organization and Summary of Significant Accounting Policies
 Organization and Business
     Summary of Significant Accounting Policies
   163




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Use of Estimates 
 Consolidation Policy 
   Reclassifications 
   Gain on settlement of investment in Woodbridges Subsidiary 
 164




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Cash and Cash Equivalents
 Restricted Cash 
 Investment Securities at Cost or Amortized Costs 
   165




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
     Financial instruments and derivatives
 Tax Certificates
 Allowance for Tax Certificate Losses 
 Loans 
 Loans Held for Sale
 Impaired Loans
 166




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Non-performing Loans
  Allowance for Loan Losses
   Notes Receivable 
 167




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 ,
 Retained Interest in Notes Receivable Sold -
    Real Estate Owned (REO)
 Real Estate Inventory 
  168




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Capitalized Interest 
 Impairment of Long Lived Assets
   169




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Investments in Unconsolidated Affiliates 
  Properties and Equipment
  Goodwill and Intangible Assets
     170




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Revenue Recognition and Contracts Receivable
 Real Estate Operations segment
    Bluegreen segments
  171




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
      Activity
    
    Revenue is recognized as:Resort title fees
    
    Escrow amounts are released and title documents are
completed.Resort Management and service fees
    
    Management services are rendered.Fee-based sales commission
    
    Sales of third party VOI are completed.Rental and Sampler program
    
    Guests complete stays at the resorts. Rental and
Sampler program proceeds are classified as a
reduction to Cost of other resort and communities
operations.Realty commissions
    
    Sales of third-party-owned real estate are completed.Golf course and ski hill daily fees
    
    Services are provided.
  Deferred Financing Costs 
 Business
Combinations 
 172




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Accounting for Costs Associated with Exit or Disposal Activities
 Advertising 
 Income
Taxes 
   Noncontrolling Interests
 173




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Accounting for Contingencies
 Brokered Deposits
 Earnings (Loss) Per Share
 Stock-Based Compensation Plans
 New Accounting Standards
   174




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   2. Liquidity
 BFC
  Core Communities
  175




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
      Carolina Oak
   176




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BankAtlantic Bancorp and BankAtlantic
   177




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 3. Woodbridge Merger
    4. Acquisitions and Business Combinations
 Bluegreen Share Acquisition
  178




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
    Fair ValueHierarchyCash and cash equivalents
    
    $
    51,621
    
    
    Level 1Restricted cash
    
    
    25,079
    
    
    Level 1Property and equipment
    
    
    83,083
    
    
    Level 3Management contracts
    
    
    63,000
    
    
    Level 3Real estate inventory
    
    
    313,869
    
    
    Level 3Notes receivable
    
    
    285,000
    
    
    Level 3Retained interests in notes receivable sold
    
    
    29,250
    
    
    Level 3Other assets
    
    
    40,983
    
    
    Level 3Fair value of assets
    
    
    891,885Accounts payable and other liabilities
    
    
    50,764
    
    
    Level 3Deferred income
    
    
    10,996
    
    
    Level 3Deferred income taxes
    
    
    29,784
    
    
    Level 3Lines of credit and notes payable
    
    
    198,947
    
    
    Level 2Junior subordinated debentures
    
    
    56,783
    
    
    Level 2Receivable-backed notes payable
    
    
    236,359
    
    
    Level 2Fair value of liabilities
    
    
    583,633Non-controlling interest (Big Cedar Joint Venture)
    
    
    26,200
    
    
    Level 3Net assets acquired
    
    
    282,052Less: Cash consideration on acquisition of
additional 23% interest
    
    
    (22,939
    )Less: Fair value of previously held equity interest
    
    
    (25,126
    )
    
    Level 1Less: Fair value of non-controlling interest
    
    
    (41,254
    )
    
    Level 1Less: Loss on previously held equity interest
    
    
    (8,074
    )Less: Loss on accumulated other comprehensive income
attributable to previously held equity interest
    
    
    (1,521
    )Bargain purchase gain
    
    $
    183,138
  179




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
      Shares Purchased in BankAtlantic Bancorp and Woodbridge
  s
 s
 180




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
    5. Discontinued Operations
 Real Estate
 Core Communities
    December 31,2009
    
    
    2008Restricted cash
    
    $
    538
    
    
    
    Property and equipment, net
    
    
    61,588
    
    
    
    77,722Other assets
    
    
    9,774
    
    
    
    12,087Assets held for sale
    
    $
    71,900
    
    
    
    89,809Accounts payable, accrued liabilities and other
    
    $
    1,602
    
    
    
    1,216Notes and mortgage payable
    
    
    74,749
    
    
    
    75,005Liabilities related to assets held for sale
    
    $
    76,351
    
    
    
    76,221
 181




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenue and other income (a)
    
    $
    8,497
    
    
    
    11,203
    
    
    
    4,710Costs and expenses (b)
    
    
    24,129
    
    
    
    8,420
    
    
    
    1,837(Loss) income before income taxes
    
    
    (15,632
    )
    
    
    2,783
    
    
    
    2,873Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    1,234Income (loss) from discontinued
operations
    
    $
    (15,632
    )
    
    
    2,783
    
    
    
    1,639
 
 (a)
    
    Core received proceeds of approximately $5.6 million from the sale of three ground
lease parcels during the year ended December 31, 2008. As a result of these sales, Core
realized a gain on sale of property and equipment for the year ended December 31, 2008 of
approximately $2.5 million, which is included in the preceding table in revenue and other
income for the year ended December 31, 2008.(b)
    
    Includes a $13.6 million impairment charge recorded in the year ended December 31,
2009.  Financial Services
 BankAtlantic Bancorp
     182




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
     Consideration received:Stifel common stock and Warrants
    
    $
    107,445Cash
    
    
    2,628Total consideration received
    
    
    110,073Net assets disposed:Discontinued operations assets held for sale at disposal date
    
    
    206,763Discontinued operations liabilities held for sale at disposal date
    
    
    (117,364
    )Net assets available for sale at disposal date
    
    
    89,399Transaction cost
    
    
    2,709Gain on disposal of Ryan Beck before income taxes
    
    
    17,965Provision for income taxes
    
    
    2,959Net gain on sale of Ryan Beck
    
    $
    15,006
  Financial Services:Investment banking revenue
    
    $
    37,836Expenses:Employee compensation and benefits
    
    
    27,532Occupancy and equipment
    
    
    2,984Advertising and promotion
    
    
    740Transaction related costs (1)
    
    
    14,263Other expenses:Professional fees
    
    
    1,106Communications
    
    
    2,255Floor broker and clearing fees
    
    
    1,162Interest expense
    
    
    985Other
    
    
    1,086Total expenses
    
    
    52,113Loss from Ryan Beck discontinued operations before
income taxes
    
    
    (14,277
    )Income tax benefit
    
    
    (6,431
    )Loss from Ryan Beck discontinued operations, net of
income taxes
    
    $
    (7,846
    )
 183




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 
 (1)
    
    Ryan Beck sale related costs include $9.3 million of change in control
payments, $3.5 million of one-time employee termination benefits and $1.5 million of
share-based compensation. 6. Federal Funds Sold and Other Short Term Investments
  For the Years Ended December 31,2009
    
    2008
    
    2007Ending Balance
    
    $
    
    
    
    
    20,825
    
    
    
    484Maximum outstanding at any month end
within period
    
    $
    61,000
    
    
    
    362,360
    
    
    
    21,555Average amount invested during period
    
    $
    14,030
    
    
    
    44,031
    
    
    
    3,638Average yield during period
    
    %
    0.45
    
    
    
    1.92
    
    
    
    4.77
  7. Securities Available for Sale
  December 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    202,985
    
    
    
    8,961
    
    
    
    1
    
    
    
    211,945Real estate mortgage investment

conduits (1)
    
    
    104,329
    
    
    
    3,037
    
    
    
    19
    
    
    
    107,347Total mortgage-backed securities
    
    
    307,314
    
    
    
    11,998
    
    
    
    20
    
    
    
    319,292Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    1,340
    
    
    
    
    
    
    
    17,766Equity and other securities
    
    
    8,947
    
    
    
    126
    
    
    
    6
    
    
    
    9,067Total investment securities
    
    
    25,623
    
    
    
    1,466
    
    
    
    6
    
    
    
    27,083Total
    
    $
    332,937
    
    
    
    13,464
    
    
    
    26
    
    
    
    346,375
 December 31, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    521,895
    
    
    
    11,017
    
    
    
    39
    
    
    
    532,873Real estate mortgage investment
conduits (1)
    
    
    165,449
    
    
    
    1,846
    
    
    
    944
    
    
    
    166,351Total mortgage-backed securities
    
    
    687,344
    
    
    
    12,863
    
    
    
    983
    
    
    
    699,224Investment Securities:Tax-exempt securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    
    
    
    
    
    
    
    
    16,426Equity securities
    
    
    6,686
    
    
    
    112
    
    
    
    
    
    
    
    6,798Total investment securities
    
    
    23,362
    
    
    
    112
    
    
    
    
    
    
    
    23,474Total
    
    $
    710,706
    
    
    
    12,975
    
    
    
    983
    
    
    
    722,698
 
 (1)
    
    Real estate mortgage investment conduits are pass-through entities that hold
residential loans, and investors are issued ownership interests in the entities in the form of
a bond. The securities were issued by government agencies. 184




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  As of December 31, 2009Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesMortgage-backed securities
    
    $
    
    
    
    
    
    
    
    
    159
    
    
    
    (1
    )
    
    
    159
    
    
    
    (1
    )Real estate mortgage
investment conduits
    
    
    
    
    
    
    
    
    
    
    21,934
    
    
    
    (19
    )
    
    
    21,934
    
    
    
    (19
    )Equity securities
    
    
    4
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    (6
    )Total available for sale
securities:
    
    $
    4
    
    
    
    (6
    )
    
    
    22,093
    
    
    
    (20
    )
    
    
    22,097
    
    
    
    (26
    )
 As of December 31, 2008Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesMortgage-backed securities
    
    $
    4,736
    
    
    
    (39
    )
    
    
    
    
    
    
    
    
    
    
    4,736
    
    
    
    (39
    )Real estate mortgage
investment conduits
    
    
    
    
    
    
    
    
    
    
    27,426
    
    
    
    (944
    )
    
    
    27,426
    
    
    
    (944
    )Total available for sale
securities:
    
    $
    4,736
    
    
    
    (39
    )
    
    
    27,426
    
    
    
    (944
    )
    
    
    32,162
    
    
    
    (983
    )
    Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairDecember 31, 2009 (1) (2)
    
    Cost
    
    
    ValueDue within one year
    
    $
    252
    
    
    
    252Due after one year, but within five years
    
    
    44
    
    
    
    45Due after five years, but within ten years
    
    
    31,190
    
    
    
    31,199Due after ten years
    
    
    276,078
    
    
    
    288,046Total
    
    $
    307,564
    
    
    
    319,542
 
 (1)
    
    Scheduled maturities in the above table may vary significantly from actual
maturities due to prepayments.(2)
    
    Scheduled maturities are based upon contractual
maturities. 185




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Gross gains on securities sales
    
    $
    11,238
    
    
    
    6,302
    
    
    
    15,731Gross losses on securities sales
    
    $
    
    
    
    
    (5,103
    )
    
    
    (4,341
    )Proceed from sales of securities
    
    $
    303,825
    
    
    
    375,900
    
    
    
    623,800Other-than-temporary impairments
    
    $
    (1,587
    )
    
    
    (3,413
    )
    
    
    
  BFC  Benihana Investment
    Office Depot Investment
  186




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
     December 31,
    
    December 31,2009
    
    2008Unrealized holding gain (loss) arising during the period
    
    $
    4,257
    
    
    
    (10,796
    )Less: Reclassification adjustment for gains included in
net loss
    
    
    (6,653
    )
    
    
    (1,178
    )Less: Reclassification adjustment for
other-than-temporary loss
    
    
    2,396
    
    
    
    11,974Net unrealized holding gain (loss)
    
    $
    
    
    
    
    
 8. Tax Certificates
  As of December 31, 2009
    
    
    As of December 31, 2008Estimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Fair
    
    
    Amortized
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    ValueTax certificates (1) Net of allowance of
$6,781
and $6,064, respectively
    
    $
    110,991
    
    
    
    112,472
    
    
    
    213,534
    
    
    
    224,434
 
 (1)
    
    The estimated fair value was calculated at December 31, 2009 and 2008 based on an expected
cash flow model discounted at an interest rate that takes into account the risk of the cash
flows of tax certificates relative to alternative investments.  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Balance, beginning of
period
    
    $
    6,064
    
    
    
    3,289
    
    
    
    3,699Charge-offs
    
    
    (2,965
    )
    
    
    (4,668
    )
    
    
    (867
    )Recoveries
    
    
    294
    
    
    
    157
    
    
    
    157Net charge-offs
    
    
    (2,671
    )
    
    
    (4,511
    )
    
    
    (710
    )Provision charged to
non-interest expense
    
    
    3,388
    
    
    
    7,286
    
    
    
    300Balance, end of period
    
    $
    6,781
    
    
    
    6,064
    
    
    
    3,289
 187




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 9. Loans Receivable and Loans Held for Sale
  December 31,2009
    
    
    2008Real estate loans:Residential
    
    $
    1,538,906
    
    
    
    1,916,562Builder land loans
    
    
    57,807
    
    
    
    84,453Land acquisition and development
    
    
    182,235
    
    
    
    226,484Land acquisition, development and
construction
    
    
    26,184
    
    
    
    60,730Construction and development
    
    
    211,809
    
    
    
    229,856Commercial
    
    
    688,386
    
    
    
    713,571Consumer  home equity
    
    
    669,690
    
    
    
    718,950Small business
    
    
    213,591
    
    
    
    218,694Other loans:Commercial business
    
    
    155,226
    
    
    
    144,554Small business  non-mortgage
    
    
    99,113
    
    
    
    108,230Consumer loans
    
    
    15,935
    
    
    
    16,406Deposit overdrafts
    
    
    4,816
    
    
    
    9,730Total gross loans
    
    
    3,863,698
    
    
    
    4,448,220Adjustments:Premiums, discounts and net deferred fees
    
    
    2,414
    
    
    
    3,221Allowance for loan losses
    
    
    (187,218
    )
    
    
    (137,257
    )Loans receivable  net
    
    $
    3,678,894
    
    
    
    4,314,184Loans held for sale
    
    $
    4,547
    
    
    
    3,461
   December 31,2009
    
    
    2008Construction and development
    
    $
    43,432
    
    
    
    124,332Commercial
    
    
    25,696
    
    
    
    38,930Total undisbursed loans in process
    
    $
    69,128
    
    
    
    163,262
  Florida
    
    
    62
    %Eastern U.S.A.
    
    
    20
    %Western U.S.A.
    
    
    14
    %Central U.S.A
    
    
    4
    %100
    %
 188




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Allowance for Loan Losses (in thousands)
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    137,257
    
    
    
    94,020
    
    
    
    44,173Loans charged-off
    
    
    (185,890
    )
    
    
    (117,874
    )
    
    
    (23,213
    )Recoveries of loans previously charged-off
    
    
    3,193
    
    
    
    1,310
    
    
    
    2,218Net charge-offs
    
    
    (182,697
    )
    
    
    (116,564
    )
    
    
    (20,995
    )Provision for loan losses
    
    
    232,658
    
    
    
    159,801
    
    
    
    70,842Balance, end of period
    
    $
    187,218
    
    
    
    137,257
    
    
    
    94,020
  As of December 31, 2009
    
    As of December 31, 2008Gross
    
    
    
    
    
    GrossRecorded
    
    Specific
    
    Recorded
    
    SpecificInvestment
    
    Allowances
    
    Investment
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    249,477
    
    
    
    70,485
    
    
    
    174,710
    
    
    
    41,192Impaired loans without
specific
valuation allowances
    
    
    196,018
    
    
    
    
    
    
    
    138,548
    
    
    
    Total
    
    $
    445,495
    
    
    
    70,485
    
    
    
    313,258
    
    
    
    41,192
      189




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Contracted interest
income
    
    $
    22,417
    
    
    
    14,276
    
    
    
    15,042Interest income
recognized
    
    
    (9,881
    )
    
    
    (3,368
    )
    
    
    (10,071
    )Foregone interest income
    
    $
    12,536
    
    
    
    10,908
    
    
    
    4,971
  Non-performing assets (in thousands):
 As of December 31,2009
    
    
    2008
    
    
    2007Non-accrual  tax certificates
    
    $
    2,161
    
    
    
    1,441
    
    
    
    2,094Non-accrual
 loansResidential
    
    
    76,401
    
    
    
    34,734
    
    
    
    8,678Commercial real estate and business
    
    
    230,827
    
    
    
    241,274
    
    
    
    165,818Small business
    
    
    9,338
    
    
    
    4,644
    
    
    
    877Consumer
    
    
    14,451
    
    
    
    6,763
    
    
    
    3,218Total non-accrual loans
    
    
    331,017
    
    
    
    287,415
    
    
    
    178,591Real estate owned
    
    
    46,467
    
    
    
    19,045
    
    
    
    17,216Other repossessed assets
    
    
    10
    
    
    
    
    
    
    
    Total non-performing assets
    
    $
    379,655
    
    
    
    307,901
    
    
    
    197,901
  Other potential problem loans (in thousands):
 As of  December 31,2009
    
    
    2008
    
    
    2007Performing impaired loans
    
    $
    6,150
    
    
    
    
    
    
    
    Loans 90 days past due and
still accruing
    
    
    9,960
    
    
    
    15,721
    
    
    
    Troubled debt restructured
    
    
    107,642
    
    
    
    28,173
    
    
    
    2,488Total potential problem loans
    
    $
    123,752
    
    
    
    43,894
    
    
    
    2,488
  190




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Real estate acquired in
settlement of loans and
tax certificates:Operating expenses, net
    
    $
    (1,355
    )
    
    $
    (1,243
    )
    
    $
    (243
    )Impairment of REO
    
    
    (4,124
    )
    
    
    (1,465
    )
    
    
    (7,299
    )Net gains (losses) on sales
    
    
    341
    
    
    
    (124
    )
    
    
    427Net real estate owned activity
    
    $
    (5,138
    )
    
    $
    (2,832
    )
    
    $
    (7,115
    )
 10. Notes Receivable
  Unpaid principal balance at November 16, 2009
    
    $
    364,000Discount on notes receivable
    
    
    (79,000
    )Purchase price at November 16, 2009
    
    
    285,000Net activity for the Bluegreen Interim Period
    
    
    (7,867
    )Allowance for loan losses (a)
    
    
    (3,986
    )Accretion of discount on notes receivable
    
    
    4,127Notes receivable at December 31, 2009
    
    $
    277,274Allowance as a % of gross notes receivable
    
    
    1
    %
 
 (a)
    
    Allowance for loan losses represents amount attributable to new loan originations
subsequent to the acquisition date (November 16, 2009).    As of December 31, 2009Due in 1 year
    
    $
    44,969Due in 2 years
    
    
    26,793Due in 3 years
    
    
    30,447Due in 4 years
    
    
    34,416Due in 5 years
    
    
    38,374Thereafter
    
    
    181,134356,133Allowance for loan losses
    
    
    (3,986
    )Notes receivable, net of allowance
    
    
    352,147Purchase accounting adjustments
    
    
    (74,873
    )Total
    
    $
    277,274
 191




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 11. Retained Interest in Notes Receivable Sold
  GrossAmortized
    
    
    Unrealized
    
    
    FairAs of December 31, 2009:
    
    Cost
    
    
    Loss
    
    
    Value2004 Term Securitization
    
    $
    5,230
    
    
    $
    (300
    )
    
    $
    4,9302004 GE Purchase Facility
    
    
    1,750
    
    
    
    (210
    )
    
    
    1,5402005 Term Securitization
    
    
    5,410
    
    
    
    (570
    )
    
    
    4,8402006 GE Purchase Facility
    
    
    5,020
    
    
    
    (850
    )
    
    
    4,1702006 Term Securitization
    
    
    3,120
    
    
    
    (230
    )
    
    
    2,8902007 Term Securitization
    
    
    6,020
    
    
    
    (460
    )
    
    
    5,5602008 Term Securitization
    
    
    2,700
    
    
    
    (290
    )
    
    
    2,410Total
    
    $
    29,250
    
    
    $
    (2,910
    )
    
    $
    26,340
  As of December 31,2009Prepayment rates
    
    3.0% - 5.5%Loss severity rates
    
    57.0% - 38.0%Default rates
    
    16.5% - 1.2%Discount rates
    
    25.0%
   192




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Hypothetical Fair Value at December 31, 2009Prepayment Rate
    
    Loss Severity Rate
    
    Default Rate
    
    Discount RateAdverse Change Percentage
    
    10%
    
    20%
    
    10%
    
    20%
    
    10%
    
    20%
    
    10%
    
    20%2004 Term Securitization
    
    
    4,930
    
    
    
    4,930
    
    
    
    4,720
    
    
    
    4,510
    
    
    
    4,690
    
    
    
    4,450
    
    
    
    4,700
    
    
    
    4,4802004 GE Purchase Facility
    
    
    1,540
    
    
    
    1,540
    
    
    
    1,440
    
    
    
    1,340
    
    
    
    1,410
    
    
    
    1,290
    
    
    
    1,440
    
    
    
    1,3502005 Term Securitization
    
    
    4,840
    
    
    
    4,830
    
    
    
    4,090
    
    
    
    3,350
    
    
    
    4,060
    
    
    
    3,450
    
    
    
    4,460
    
    
    
    4,1102006 GE Purchase Facility
    
    
    4,150
    
    
    
    4,120
    
    
    
    3,430
    
    
    
    2,750
    
    
    
    3,340
    
    
    
    2,620
    
    
    
    3,810
    
    
    
    3,4902006 Term Securitization
    
    
    2,890
    
    
    
    2,890
    
    
    
    2,170
    
    
    
    1,490
    
    
    
    2,480
    
    
    
    2,090
    
    
    
    2,650
    
    
    
    2,4302007 Term Securitization
    
    
    5,560
    
    
    
    5,560
    
    
    
    4,130
    
    
    
    2,800
    
    
    
    4,650
    
    
    
    3,790
    
    
    
    5,080
    
    
    
    4,6402008 Term Securitization
    
    
    2,390
    
    
    
    2,370
    
    
    
    1,870
    
    
    
    1,480
    
    
    
    1,750
    
    
    
    1,210
    
    
    
    2,260
    
    
    
    2,120
  Bluegreen Interim PeriodCollections on previously sold receivables
    
    $
    (16,623
    )Servicing fees received
    
    
    867Resales of foreclosed assets
    
    
    (1,405
    )Remarketing fees received
    
    
    672Cash received on retained interests in notes
receivable sold
    
    
    5,572
  193




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  As of December 31, 2009PrincipalTotal Outstanding
    
    
    AmountPrincipal
    
    
    of Sold LoansAmount of
    
    
    60 or More
    
    
    Balance Owed toSold Loans
    
    
    Days Past Due
    
    
    Note Holders2004 Term
Securitization
    
    $
    28,552
    
    
    $
    869
    
    
    $
    26,7652004 GE Purchase
Facility
    
    
    13,870
    
    
    
    400
    
    
    
    12,0722005 Term
Securitization
    
    
    81,261
    
    
    
    2,389
    
    
    
    74,8222006 GE Purchase
Facility
    
    
    69,003
    
    
    
    2,353
    
    
    
    61,4332006 Term
Securitization
    
    
    71,450
    
    
    
    2,502
    
    
    
    66,2062007 Term
Securitization
    
    
    137,645
    
    
    
    4,251
    
    
    
    123,9352008 Term
Securitization
    
    
    51,810
    
    
    
    1,530
    
    
    
    46,136Total
    
    $
    453,591
    
    
    
    
    
    
    $
    411,369
 12. Real Estate Inventory
  December 31,2009
    
    
    2008Land and land development costs
    
    $
    264,454
    
    
    
    259,448Bluegreen Resorts
    
    
    222,026
    
    
    
    Other costs
    
    
    552
    
    
    
    1,238Land and facilities held for sale
    
    
    7,259
    
    
    
    8,077Total
    
    $
    494,291
    
    
    
    268,763
    194




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
    13. Capitalized Interest
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Interest incurred
    
    $
    95,570
    
    
    
    158,785
    
    
    
    239,391Interest capitalized
    
    
    (3,058
    )
    
    
    (9,852
    )
    
    
    (42,912
    )Interest expense
    
    $
    92,512
    
    
    
    148,933
    
    
    
    196,479
 14. Investments in Unconsolidated Affiliates
  December 31,2009
    
    
    2008Equity method investment in Bluegreen
    
    $
    
    
    
    
    29,789Investments in joint ventures
    
    
    4,265
    
    
    
    2,973Investment in statutory business trusts
    
    
    11,007
    
    
    
    8,624$
    15,272
    
    
    
    41,386
  For the Years EndedDecember 31,2009
    
    
    2008
    
    
    2007Earnings from Bluegreen (a)
    
    $
    32,672
    
    
    
    13,696
    
    
    
    10,275Earnings (loss) from joint ventures
    
    
    (396
    )
    
    
    (152
    )
    
    
    (78
    )Earnings from statutory trusts
    
    
    1,105
    
    
    
    1,520
    
    
    
    2,527$
    33,381
    
    
    
    15,064
    
    
    
    12,724
 
 (a)
    
    2009 earnings from Bluegreen are for the interim period from January 1, 2009 to
November 15, 2009. 195




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Investment in Bluegreen Corporation
      For the Year Ended December 31,2009
    
    
    2008Pro rata share of Bluegreens net loss
    
    $
    3,715
    
    
    
    (154
    )Amortization of basis difference (a)
    
    
    28,957
    
    
    
    13,850Total earnings from Bluegreen Corporation
    
    $
    32,672
    
    
    
    13,696
 
 (a)
    
    The $29.0 million amortization of basis difference for 2009 represents amortization for
the interim period from January 1, 2009. Statutory Business Trusts
  196




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  15. Properties and Equipment
  December 31,2009
    
    
    2008Land, buildings and building improvements
    
    $
    265,901
    
    
    
    213,899Golf course land improvements
    
    
    6,177
    
    
    
    Office equipment, furniture and fixtures
    
    
    114,005
    
    
    
    99,961Water irrigation facilities
    
    
    10,223
    
    
    
    12,346Total
    
    
    396,306
    
    
    
    326,206Less accumulated depreciation
    
    
    (107,097
    )
    
    
    (88,581
    )Properties and equipment  net
    
    $
    289,209
    
    
    
    237,625
     197




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 16. Goodwill
         198




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  17. Deposits
  As of December 31,2009
    
    
    2008Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentInterest free checking
    
    $
    815,458
    
    
    
    20.65
    %
    
    
    741,691
    
    
    
    18.92
    %Insured money fund savings0.68% at December 31, 2009
    
    
    351,303
    
    
    
    8.90
    %
    
    
    427,762
    
    
    
    10.91
    %0.70% at December 31, 2008NOW accounts0.63% at December 31, 2009
    
    
    1,409,138
    
    
    
    35.69
    %
    
    
    992,762
    
    
    
    25.33
    %0.50% at December 31, 2008Savings accounts0.33% at December 31, 2009
    
    
    412,360
    
    
    
    10.44
    %
    
    
    419,494
    
    
    
    10.70
    %0.50% at December 31, 2008Total non-certificate
accounts
    
    
    2,988,259
    
    
    
    75.67
    %
    
    
    2,581,709
    
    
    
    65.86
    %Certificate accounts:Less than 2.00%
    
    
    654,445
    
    
    
    16.57
    %
    
    
    189,439
    
    
    
    4.83
    %2.01% to 3.00%
    
    
    211,590
    
    
    
    5.36
    %
    
    
    145,188
    
    
    
    3.70
    %3.01% to 4.00%
    
    
    15,965
    
    
    
    0.40
    %
    
    
    598,461
    
    
    
    15.27
    %4.01% to 5.00%
    
    
    51,699
    
    
    
    1.31
    %
    
    
    337,885
    
    
    
    8.62
    %5.01% to 6.00%
    
    
    26,840
    
    
    
    0.68
    %
    
    
    67,108
    
    
    
    1.72
    %6.01% to 7.00%
    
    
    20
    
    
    
    
    
    
    
    6
    
    
    
    Total certificate accounts
    
    
    960,559
    
    
    
    24.33
    %
    
    
    1,338,087
    
    
    
    34.14
    %Total deposit accounts
    
    $
    3,948,818
    
    
    
    100.00
    %
    
    
    3,919,796
    
    
    
    100.00
    %
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Money fund savings and NOW accounts
    
    $
    9,961
    
    
    
    17,783
    
    
    
    26,031Savings accounts
    
    
    1,612
    
    
    
    4,994
    
    
    
    12,559Certificate accounts  below $100,000
    
    
    16,184
    
    
    
    21,195
    
    
    
    25,512Certificate accounts, $100,000 and above
    
    
    14,470
    
    
    
    20,856
    
    
    
    21,002Less early withdrawal penalty
    
    
    (343
    )
    
    
    (565
    )
    
    
    (628
    )Total
    
    $
    41,884
    
    
    
    64,263
    
    
    
    84,476
 199




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,Interest Rate
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter0.00% to 2.00%
    
    $
    611,768
    
    
    
    39,243
    
    
    
    1,922
    
    
    
    132
    
    
    
    1,380
    
    
    
    2.01% to 3.00%
    
    
    179,450
    
    
    
    18,759
    
    
    
    9,442
    
    
    
    870
    
    
    
    3,069
    
    
    
    3.01% to 4.00%
    
    
    6,431
    
    
    
    3,084
    
    
    
    2,389
    
    
    
    2,744
    
    
    
    1,314
    
    
    
    34.01% to 5.00%
    
    
    12,723
    
    
    
    6,218
    
    
    
    25,973
    
    
    
    6,785
    
    
    
    
    
    
    
    5.01% to 6.00%
    
    
    25,440
    
    
    
    916
    
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    6.01% and greater
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    835,832
    
    
    
    68,220
    
    
    
    40,210
    
    
    
    10,531
    
    
    
    5,763
    
    
    
    3
  December 31,20093 months or less
    
    $
    164,4224 to 6 months
    
    
    105,2117 to 12 months
    
    
    115,156More than 12 months
    
    
    68,633Total
    
    $
    453,422
  2009
    
    
    2008Brokered deposits
    
    $
    72,904
    
    
    
    239,888Public deposits
    
    
    223,554
    
    
    
    243,745Total institutional deposits
    
    $
    296,458
    
    
    
    483,633
  18. Advances from Federal Home Loan Bank
    200




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 19. Securities Sold Under Agreements to Repurchase
   For the Years Ended December 31,2009
    
    2008
    
    2007Maximum borrowing at any month-end within
the period
    
    $
    39,286
    
    
    
    55,179
    
    
    
    109,430Average borrowing during the period
    
    $
    30,732
    
    
    
    63,529
    
    
    
    73,848Average interest cost during the period
    
    %
    0.12
    
    
    
    2.23
    
    
    
    4.88Average interest cost at end of the period
    
    %
    0.12
    
    
    
    0.12
    
    
    
    3.46
  WeightedEstimated
    
    
    
    
    
    AverageAmortized
    
    Fair
    
    Repurchase
    
    InterestCost
    
    Value
    
    Balance
    
    RateDecember 31, 2009 (1)Mortgage-backed
securities
    
    $
    32,706
    
    
    
    34,403
    
    
    
    24,468
    
    
    
    0.12
    %December 31, 2008 (1)Mortgage-backed
securities
    
    $
    46,689
    
    
    
    47,896
    
    
    
    41,387
    
    
    
    0.12
    %
 
 (1)
    
    At December 31, 2009 and 2008, all securities were classified as available for
sale and were recorded at fair value in the consolidated statements of financial
condition.  20. Federal Funds Purchased and Treasury Borrowings
    201




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   As of December 31,2009
    
    2008
    
    2007Ending balance
    
    $
    2,803
    
    
    
    238,339
    
    
    
    108,975Maximum outstanding at any month end
within period
    
    $
    301,891
    
    
    
    238,339
    
    
    
    175,000Average amount outstanding during
period
    
    $
    58,865
    
    
    
    78,125
    
    
    
    115,334Average cost during period
    
    %
    0.29
    
    
    
    2.23
    
    
    
    5.17
 21. Receivable-Backed Notes Payable
  As of December 31, 2009Balance ofPledged /Debt
    
    
    Interest
    
    
    SecuredBalance
    
    
    Rate
    
    
    ReceivablesBB&T Purchase Facility (nonrecourse)
    
    $
    131,302
    
    
    
    5.75
    %
    
    $
    166,562Liberty Bank Facility
    
    
    59,055
    
    
    
    5.75
    %
    
    
    68,175GE Bluegreen/Big Cedar Receivables Facility
    
    
    32,834
    
    
    
    1.98
    %
    
    
    35,935The Wells Fargo Facility
    

    
    14,409
    
    
    
    4.00
    %
    
    
    15,926GMAC Receivables Facility
    
    
    5,228
    
    
    
    4.23
    %
    
    
    6,331242,828
    
    
    
    
    
    
    
    292,929Purchase accounting adjustments
    
    
    (5,412
    )
    
    
    
    
    
    
    (61,585
    )Total
    
    $
    237,416
    
    
    
    
    
    
    $
    231,344
 BB&T Purchase Facility.
   Liberty Bank Facility
 202




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   The GE Bluegreen/Big Cedar Receivables Facility.
 The Wells Fargo Facility.
   Year ended December 31,2010
    
    $
    14,4092011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    59,055Thereafter
    
    
    169,364242,828Purchase accounting adjustments
    
    
    (5,412
    )Total
    
    $
    237,416
 203




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 22. Notes and Mortgage Notes Payable and Other Borrowings
  December 31,
    
    
    Interest
    
    Maturity2009
    
    
    2008
    
    
    Rate
    
    DateCore CommunitiesLand development mortgage note payable
    
    $
    25,000
    
    
    
    25,000
    
    
    5.00%
    
    February 2012 (5)Land acquisition mortgage note payable
    
    
    22,536
    
    
    
    23,184
    
    
    3.04% - 3.19%
    
    October 2019 (5)Land acquisition mortgage note payable
    
    
    4,712
    
    
    
    4,928
    
    
    6.88%
    
    October 2019 (5)Land acquisition mortgage note payable
    
    
    85,968
    
    
    
    86,922
    
    
    2.74% - 3.06%
    
    June 2011 (5)Development bonds
    
    
    181
    
    
    
    191
    
    
    6% to 6.13%
    
    May 2035Other borrowings
    
    
    68
    
    
    
    102
    
    
    7.48%
    
    August 2011Carolina OakBorrowing base facility
    
    
    37,174
    
    
    
    37,458
    
    
    3.25%
    
    March 2011 (5)Cypress Creek HoldingsMortgage note payable
    
    
    11,607
    
    
    
    11,831
    
    
    5.47%
    
    April 2015BluegreenThe GMAC AD&C Facility
    
    
    87,415
    
    
    
    
    
    
    4.73%
    
    June 2012The GMAC Communities Facility
    
    
    38,479
    
    
    
    
    
    
    10.00%
    
    December 2012Wachovia Notes Payable
    
    
    24,497
    
    
    
    
    
    
    2.23% - 2.58%
    
    Varies by loan (3)Wachovia Line-of-Credit
    
    
    15,700
    
    
    
    
    
    
    1.98%
    
    April 2010Textron AD&C Facility
    
    
    12,757
    
    
    
    
    
    
    4.50% - 4.75%
    
    Varies by loan (4)Fifth Third Bank Note Payable
    
    
    3,381
    
    
    
    
    
    
    3.23%
    
    April 2023Other
    
    
    3,552
    
    
    
    
    
    
    4.25% - 12.50%
    
    From September 2010 to February 2023BankAtlanticSubordinated debentures (1)
    
    
    22,000
    
    
    
    22,000
    
    
    LIBOR + 3.45%
    
    November 2012Mortgage-Backed Bond
    
    
    697
    
    
    
    864
    
    
    (2)
    
    September 2013OtherOther borrowings
    
    
    102
    
    
    
    287
    
    
    6.50%
    
    June 2013395,826
    
    
    
    212,767Purchase accounting adjustments
    
    
    (465
    )
    
    
    Total
    
    $
    395,361
    
    
    
    212,767
 
 (1)
    
    LIBOR interest rates are indexed to 3-month LIBOR and adjust quarterly.(2)
    
    The bonds adjust semi-annually to the ten year treasury constant maturity rate minus
23 basis points.(3)
    
    The maturity dates vary by loan. The maturity date associated with the Williamsburg
Patrick Henry loan, which had an outstanding balance of $10.5 million as of December 31,
2009, is April 30, 2010. The maturity date associated with Bluegreens Williamsburg
Liberty Inn loan, which had an outstanding balance of $6.5 million as of December 31,
2009, is July 31, 2010. The maturity date associated with the Club La Pension loan, which
had an outstanding balance of $3.7 million as of December 31, 2009, is June 10, 2012. The
maturity date associated with the Rocky River Preview Center loan, which had an
outstanding balance of $3.8 million as of December 31, 2009, is May 1, 2026. See
discussion of a term sheet Bluegreen received to extend the maturities on the Wachovia Notes
Payable, below.(4)
    
    The maturity date for this facility varies by loan. The maturity date associated with
the Odyssey Dells Resort loan, which had an outstanding balance of $7.0 million as of
December 31, 2009, is December 31, 2011. The maturity date associated with the Atlantic
Palace Resort, which had an outstanding balance of $5.8 million as of December 31, 2009,
is April 2013.(5)
    
    Represents original maturity dates. However, these loans are currently in default and
repayment of the entire amounts outstanding under the notes has been accelerated.
Therefore, these notes are currently due. 204




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Year ended December 31,2010 (a)
    
    $
    248,8272011
    
    
    52,0852012
    
    
    73,0962013
    
    
    5,1132014
    
    
    965Thereafter
    
    
    15,740395,826Purchase accounting adjustments
    
    
    (465
    )Total
    
    $
    395,361
 
 (a)
    
    Includes defaulted loans totaling approximately $175.4 million as of December 31, 2009
of which repayment of the outstanding debt was accelerated by the lender and is currently
being shown as immediately due and payable in 2010. Core Communities and its subsidiaries
   Carolina Oak
  Cypress Creek Holding
  Bluegreen
   205




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Bank Atlantic
   206




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 23. Junior Subordinated Debentures
  December 31,
    
    
    
    
    
    
    Beginning2009
    
    
    2008
    
    
    
    
    
    
    OptionalIssue
    
    Outstanding
    
    
    Outstanding
    
    
    Interest
    
    Maturity
    
    RedemptionJunior Subordinated Debentures
    
    Date
    
    Amount
    
    
    Amount
    
    
    Rate (1)
    
    Date
    
    DateUnsecured junior subordinated debentures  Levitt Capital Trust I (LCT I)
    
    03/15/2005
    
    $
    23,196
    
    
    
    23,196
    
    
    From fixed 8.11% to LIBOR + 3.85%
    
    03/30/2035
    
    3/30/2010Unsecured junior subordinated debentures  Levitt Capital Trust II (LCT
II)
    
    05/04/2005
    
    
    30,928
    
    
    
    30,928
    
    
    From fixed 8.09% to LIBOR + 3.80%
    
    07/30/2035
    
    07/30/2010Unsecured junior subordinated debentures  Levitt Capital Trust III (LCT
III)
    
    06/01/2006
    
    
    15,464
    
    
    
    15,464
    
    
    From fixed 9.25% to LIBOR + 3.80%
    
    06/30/2036
    
    06/30/2011Unsecured junior subordinated debentures  Levitt Capital Trust IV (LCT
IV)
    
    07/18/2006
    
    
    15,464
    
    
    
    15,464
    
    
    From fixed 9.35% to LIBOR + 3.80%
    
    09/30/2036
    
    09/30/2011Total Woodbridge Holdings
    
    
    
    
    85,052
    
    
    
    85,052Bluegreen Statutory Trust I
    
    03/15/2005
    
    
    23,196
    
    
    
    
    
    
    From fixed 9.16% to LIBOR + 4.90%
    
    3/30/2035
    
    03/30/2010Bluegreen Statutory Trust II
    
    05/04/2005
    
    
    25,774
    
    
    
    
    
    
    From fixed 9.16% to LIBOR + 4.85%
    
    7/30/2035
    
    07/30/2010Bluegreen Statutory Trust III
    
    05/10/2005
    
    
    10,310
    
    
    
    
    
    
    From fixed 9.19% to LIBOR + 4.85%
    
    7/30/2035
    
    07/30/2010Bluegreen Statutory Trust IV
    
    04/24/2006
    
    
    15,464
    
    
    
    
    
    
    From fixed 10.13% to LIBOR + 4.85%
    
    6/30/2036
    
    06/30/2011Bluegreen Statutory Trust V
    
    07/21/2006
    
    
    15,464
    
    
    
    
    
    
    From fixed 10.28% to LIBOR + 4.85%
    
    9/30/2036
    
    09/30/2011Bluegreen Statutory Trust VI
    
    02/26/2007
    
    
    20,619
    
    
    
    
    
    
    From fixed 9.84% to LIBOR + 4.80%
    
    4/30/2037
    
    04/30/2012Total Bluegreen Corporation
    
    
    
    
    110,827
    
    
    
    BBX Capital Trust I(A)
    
    06/26/2007
    
    
    26,436
    
    
    
    25,774
    
    
    LIBOR + 1.45%
    
    09/15/2037
    
    09/15/2012BBX Capital Trust II(A)
    
    09/20/2007
    
    
    5,290
    
    
    
    5,155
    
    
    LIBOR + 1.50%
    
    12/15/2037
    
    12/15/2012BBX Capital Trust II
    
    03/05/2002
    
    
    62,097
    
    
    
    57,088
    
    
    Fixed 8.50%
    
    03/31/2032
    
    03/31/2007BBX Capital Trust III
    
    06/26/2002
    
    
    26,928
    
    
    
    25,774
    
    
    LIBOR + 3.45%
    
    06/26/2032
    
    06/26/2007BBX Capital Trust IV
    
    09/26/2002
    
    
    26,914
    
    
    
    25,774
    
    
    LIBOR + 3.40%
    
    09/26/2032
    
    09/26/2007BBX Capital Trust V
    
    09/27/2002
    
    
    10,766
    
    
    
    10,310
    
    
    LIBOR + 3.40%
    
    09/30/2032
    
    09/27/2007BBX Capital Trust VI
    
    12/10/2002
    
    
    16,125
    
    
    
    15,450
    
    
    LIBOR + 3.35%
    
    12/10/2032
    
    12/10/2007BBX Capital Trust VII
    
    12/19/2002
    
    
    26,874
    
    
    
    25,774
    
    
    LIBOR + 3.25%
    
    12/26/2032
    
    12/19/2007BBX Capital Trust VIII
    
    12/19/2002
    
    
    15,969
    
    
    
    15,464
    
    
    LIBOR + 3.35%
    
    01/07/2033
    
    12/19/2007BBX Capital Trust IX
    
    12/19/2002
    
    
    10,647
    
    
    
    10,310
    
    
    LIBOR + 3.35%
    
    01/07/2033
    
    12/19/2007BBX Capital Trust X
    
    03/26/2003
    
    
    53,694
    
    
    
    51,548
    
    
    LIBOR + 3.15%
    
    03/26/2033
    
    03/26/2008BBX Capital Trust XI
    
    04/10/2003
    
    
    10,637
    
    
    
    10,310
    
    
    LIBOR + 3.25%
    
    04/24/2033
    
    04/24/2008BBX Capital Trust XII
    
    03/27/2003
    
    
    15,957
    
    
    
    15,464
    
    
    LIBOR + 3.25%
    
    04/07/2033
    
    04/07/2008Total BankAtlantic Bancorp (2)
    
    
    
    
    308,334
    
    
    
    294,195Purchase accounting adjustments
    
    
    
    
    (57,002
    )
    
    
    (3,143
    )Total Junior Subordinated
Debentures
    
    
    
    $
    447,211
    
    
    
    376,104
 
 (1)
    
    LIBOR interest rates are indexed to three-month LIBOR and adjust quarterly.(2)
    
    Included in the outstanding balances at December 31, 2009 was $14.1 million of deferred
interest. Interest can be deferred for 20 consecutive quarters with the entire amount of
deferred interest due at the end of the deferral period. BankAtlantic Bancorp may end the
deferral by paying all accrued and unpaid interest.  207




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Woodbridge Junior Subordinated Debentures
  Bluegreen Junior Subordinated Debentures
  BankAtlantic Bancorp Junior Subordinated Debentures
  208




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   BankAtlantic Bancorp Indentures
  24. Development Bonds Payable
   209




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   25. Income Taxes
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Continuing operations
    
    $
    (67,218
    )
    
    
    15,763
    
    
    
    (70,246
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    (2,238
    )Extraordinary items
    
    
    
    
    
    
    
    
    
    
    1,509Total (benefit) provision for income taxes
    
    $
    (67,218
    )
    
    
    15,763
    
    
    
    (70,975
    )Continuing operations:Current:Federal
    
    $
    (67,215
    )
    
    
    (2,880
    )
    
    
    (34,503
    )State
    
    
    
    
    
    
    (1
    )
    
    
    3(67,215
    )
    
    
    (2,881
    )
    
    
    (34,500
    )Deferred:Federal
    
    
    1,086
    
    
    
    14,308
    
    
    
    (28,778
    )State
    
    
    (1,089
    )
    
    
    4,336
    
    
    
    (6,968
    )(3
    )
    
    
    18,644
    
    
    
    (35,746
    )(Benefit) provision for income taxes
    
    $
    (67,218
    )
    
    
    15,763
    
    
    
    (70,246
    )
  For the Years Ended December 31,2009 (1)
    
    
    2008 (1)
    
    
    2007 (1)Income tax provision at expected
federal income tax rate of 35%
    
    $
    (53,193
    )
    
    
    (35.00
    )%
    
    $
    (116,283
    )
    
    
    (35.00
    )%
    
    $
    (113,383
    )
    
    
    (35.00
    )%Increase (decrease) resulting from:Provision (benefit) for state taxes,
net of federal effect
    
    
    (13,847
    )
    
    
    (9.11
    )
    
    
    (11,975
    )
    
    
    (3.60
    )
    
    
    (14,624
    )
    
    
    (4.51
    )Taxes related to subsidiaries not
consolidated for income tax
purposes
    
    
    2,101
    
    
    
    1.38
    
    
    
    (43,000
    )
    
    
    (12.94
    )
    
    
    (16,378
    )
    
    
    (5.06
    )Gain on bargain purchase of
Bluegreen
    
    
    (64,099
    )
    
    
    (42.18
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Increase in valuation allowance
    
    
    47,414
    
    
    
    31.20
    
    
    
    190,516
    
    
    
    57.34
    
    
    
    77,586
    
    
    
    23.95Expired NOLs
    
    
    
    
    
    
    
    
    
    
    1,281
    
    
    
    0.39
    
    
    
    1,595
    
    
    
    0.49Gain on Levitt and Sons settlement
    
    
    10,182
    
    
    
    6.70
    
    
    
    (20,981
    )
    
    
    (6.32
    )
    
    
    
    
    
    
    Goodwill impairment adjustment
    
    
    4,361
    
    
    
    2.87
    
    
    
    16,899
    
    
    
    5.09
    
    
    
    
    
    
    
    Tax-exempt interest income
    
    
    (3
    )
    
    
    
    
    
    
    (152
    )
    
    
    (0.05
    )
    
    
    (4,180
    )
    
    
    (1.29
    )Other  net
    
    
    (134
    )
    
    
    (0.09
    )
    
    
    (542
    )
    
    
    (0.16
    )
    
    
    (863
    )
    
    
    (0.27
    )(Benefit) provision for income
taxes
    
    $
    (67,218
    )
    
    
    (44.23
    )%
    
    $
    15,763
    
    
    
    4.74
    %
    
    $
    (70,246
    )
    
    
    (21.68
    )%
 
 (1)
    
    Expected tax is computed based upon income (loss) from continuing operations before
noncontrolling interest. 210




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  December 31,2009
    
    
    2008
    
    
    2007Deferred tax assets:Allowance for loans, REO, tax certificate losses and other reserves, for
financial statement purposes
    
    $
    66,846
    
    
    
    49,642
    
    
    
    38,786Federal and State net operating loss carryforward
    
    
    284,784
    
    
    
    141,113
    
    
    
    51,645Capital loss carryover
    
    
    2,978
    
    
    
    
    
    
    
    Investment in Levitt and Sons
    
    
    33,082
    
    
    
    46,393
    
    
    
    68,339Compensation expensed for books and deferred for tax purposes
    
    
    194
    
    
    
    779
    
    
    
    410Real estate inventory capitalized costs for tax purposes
in excess of amounts capitalized for financial statement purposes
    
    
    72,626
    
    
    
    1,204
    
    
    
    2,358Real estate valuation
    
    
    49,259
    
    
    
    1,295
    
    
    
    Accumulated other comprehensive income
    
    
    2,409
    
    
    
    2,906
    
    
    
    Share based compensation
    
    
    9,164
    
    
    
    3,982
    
    
    
    3,073Income recognized for tax purposes and deferred for financial statement purposes
    
    
    10,334
    
    
    
    7,510
    
    
    
    7,228Investment in securities
    
    
    825
    
    
    
    5,965
    
    
    
    Investment in unconsolidated affiliates
    
    
    828
    
    
    
    11,135
    
    
    
    Property and equipment
    
    
    2,731
    
    
    
    
    
    
    
    Other
    
    
    24,197
    
    
    
    10,337
    
    
    
    8,715Total gross deferred tax assets
    
    
    560,257
    
    
    
    282,261
    
    
    
    180,554Valuation allowance
    
    
    (318,081
    )
    
    
    (272,765
    )
    
    
    (84,028
    )Total deferred tax assets
    
    
    242,176
    
    
    
    9,496
    
    
    
    96,526Deferred tax liabilities:Installment sales treatment of notes
    
    
    224,941
    
    
    
    
    
    
    
    Subsidiaries not consolidated for income tax purposes
    
    
    
    
    
    
    
    
    
    
    39,592Investment in Bluegreen
    
    
    
    
    
    
    
    
    
    
    21,768Intangible assets
    
    
    22,556
    
    
    
    
    
    
    
    Junior subordinate notes
    
    
    20,979
    
    
    
    
    
    
    
    Deferred loan income
    
    
    1,188
    
    
    
    1,468
    
    
    
    1,993Purchase accounting adjustments
    
    
    
    
    
    
    
    
    
    
    1,866Accumulated other comprehensive income
    
    
    
    
    
    
    
    
    
    
    3,618Prepaid pension expense
    
    
    1,852
    
    
    
    2,625
    
    
    
    2,530Property and equipment
    
    
    
    
    
    
    3,073
    
    
    
    3,789Other
    
    
    1,864
    
    
    
    2,330
    
    
    
    5,039Total gross deferred tax liabilities
    
    
    273,380
    
    
    
    9,496
    
    
    
    80,196Net deferred tax (liability) asset
    
    
    (31,204
    )
    
    
    
    
    
    
    16,331Less net deferred tax asset at beginning of period
    
    
    
    
    
    
    (16,331
    )
    
    
    (5,766
    )Net deferred tax liability acquired due to purchase accounting
    
    
    
    
    
    
    (39
    )
    
    
    1,866Acquisition of control of Bluegreen
    
    
    31,120
    
    
    
    
    
    
    
    Effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    (1,798
    )Increase in deferred tax liability from capital transactions
    
    
    87
    
    
    
    2,011
    
    
    
    14Reduction in deferred tax asset associated with Stifel Ryan Beck merger
    
    
    
    
    
    
    
    
    
    
    16,593(Decrease) increase in BFCs accumulated other comprehensive income
    
    
    
    
    
    
    (981
    )
    
    
    95Increase in Woodbridges accumulated other comprehensive income
    
    
    
    
    
    
    
    
    
    
    894(Decrease) increase in BankAtlantic Bancorps accumulated other comprehensive
income
    
    
    
    
    
    
    (3,304
    )
    
    
    4,200Benefit (provision) for deferred income taxes
    
    
    3
    
    
    
    (18,644
    )
    
    
    32,428Less: Provision (benefit) for deferred income taxes  discontinued operations
    
    
    
    
    
    
    
    
    
    
    1,809Less: Provision (benefit) for deferred income taxes  extraordinary income
    
    
    
    
    
    
    
    
    
    
    1,509Benefit (provision) for deferred income taxes  continuing operations
    
    $
    3
    
    
    
    (18,644
    )
    
    
    35,746
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Balance, beginning of period
    
    $
    272,765
    
    
    
    84,028
    
    
    
    5,035Other comprehensive loss
    
    
    (1,985
    )
    
    
    (2,538
    )
    
    
    Increase in valuation allowance
    
    
    47,414
    
    
    
    190,516
    
    
    
    77,586Increase in valuation allowance-discontinued operations
    
    
    6,029
    
    
    
    
    
    
    
    Acquisition of control of Bluegreen
    
    
    (4,704
    )
    
    
    
    
    
    
    Increase in valuation allowance  paid in capital
    
    
    (1,438
    )
    
    
    759
    
    
    
    1,407Balance, end of period
    
    $
    318,081
    
    
    
    272,765
    
    
    
    84,028
 211




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
     For the Years EndedDecember 31,2009
    
    
    2008
    
    
    2007Balance as of beginning of period
    
    $
    2,571
    
    
    
    2,559
    
    
    
    2,185Additions based on tax positions related to
current year
    
    
    284
    
    
    
    542
    
    
    
    1,322Additions based on tax positions related to
prior year
    
    
    
    
    
    
    74
    
    
    
    88Lapse of Statute of Limitations
    
    
    
    
    
    
    (575
    )
    
    
    Reductions of tax positions for prior years
    
    
    (272
    )
    
    
    (29
    )
    
    
    (1,036
    )Balance as of end of period
    
    $
    2,583
    
    
    
    2,571
    
    
    
    2,559
  212




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
       213




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
      26. Restructuring Charges, Impairments and Exit Activities
 Real Estate
 Woodbridge
  IndependentSeverance Related
    
    
    
    
    
    Contractor
    
    Surety Bondand Benefits
    
    Facilities
    
    Agreements
    
    Accrual
    
    TotalBalance at December 31, 2006
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restructuring charges
    
    
    4,864
    
    
    
    1,010
    
    
    
    1,497
    
    
    
    1,826
    
    
    
    9,197Cash payments
    
    
    (2,910
    )
    
    
    
    
    
    
    (76
    )
    
    
    
    
    
    
    (2,986
    )Balance at December 31, 2007
    
    $
    1,954
    
    
    
    1,010
    
    
    
    1,421
    
    
    
    1,826
    
    
    
    6,211Restructuring charges
    
    
    2,238
    
    
    
    140
    
    
    
    
    
    
    
    (150
    )
    
    
    2,228Cash payments
    
    
    (4,063
    )
    
    
    (446
    )
    
    
    (824
    )
    
    
    (532
    )
    
    
    (5,865
    )Balance at December 31, 2008
    
    $
    129
    
    
    
    704
    
    
    
    597
    
    
    
    1,144
    
    
    
    2,574Restructuring charges
    
    
    1,400
    
    
    
    
    
    
    
    43
    
    
    
    (269
    )
    
    
    1,174Cash payments
    
    
    (415
    )
    
    
    (460
    )
    
    
    (640
    )
    
    
    (348
    )
    
    
    (1,863
    )Balance at December 31, 2009
    
    $
    1,114
    
    
    
    244
    
    
    
    
    
    
    
    527
    
    
    
    1,885
  214




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
      Bluegreen
   LeaseTerminationObligations (1) (2)
    
    Other
    
    TotalBalance at November 16, 2009
    
    $
    2,000
    
    
    
    99
    
    
    
    2,099Charges (adjustments)
    
    
    (4
    )
    
    
    (99
    )
    
    
    (103
    )Cash payments
    
    
    (276
    )
    
    
    
    
    
    
    (276
    )Balance at December, 31 2009
    
    $
    1,720
    
    
    
    
    
    
    
    1,720
 
 (1)
    
    Includes costs associated with non-cancelable property and equipment leases that
Bluegreen has ceased to use, as well as termination fees related to the cancellation of
certain contractual lease obligations. Included in this amount are future minimum lease
payments in excess of estimated sublease income, fees and expenses for which the
provisions of the accounting guidance for exit or disposal cost obligations were
satisfied.(2)
    
    Continuing lease obligations will be paid monthly through November 2012. 215




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Financial Services
  EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1, 2007
    
    $
    
    
    
    
    
    
    
    
    Expenses incurred
    
    
    2,527
    
    
    
    1,016
    
    
    
    3,543Amounts paid or amortized
    
    
    (2,425
    )
    
    
    (26
    )
    
    
    (2,451
    )Balance at December, 31 2007
    
    $
    102
    
    
    
    990
    
    
    
    1,092Balance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expenses incurred
    
    
    2,171
    
    
    
    2,385
    
    
    
    4,556Amounts paid or amortized
    
    
    (2,102
    )
    
    
    (1,913
    )
    
    
    (4,015
    )Balance at December, 31 2008
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633Balance at January 1, 2009
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633Expenses incurred
    
    
    2,024
    
    
    
    2,479
    
    
    
    4,503Amounts paid or amortized
    
    
    (2,185
    )
    
    
    (260
    )
    
    
    (2,445
    )Balance at December, 31 2009
    
    $
    10
    
    
    
    3,681
    
    
    
    3,691
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Asset impairment
    
    $
    1,158
    
    
    
    4,758
    
    
    
    4,808Employee termination costs
    
    
    2,024
    
    
    
    2,171
    
    
    
    2,527Lease termination, net
    
    
    2,479
    
    
    
    2,385
    
    
    
    1,016Reversal of deferred rent upon lease termination
    
    
    (323
    )
    
    
    (2,186
    )
    
    
    Loss on central Florida branch sale
    
    
    
    
    
    
    267
    
    
    
    Total Financial Services restructuring charges,
impairment and exit activities
    
    $
    5,338
    
    
    
    7,395
    
    
    
    8,351
    216




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
    AmountAssets sold:Loans
    
    $
    6,470Property and equipment
    
    
    13,373Total assets sold
    
    
    19,843Liabilities transferred:Deposits
    
    
    (24,477
    )Other liabilities
    
    
    (346
    )Total liabilities transferred
    
    
    (24,823
    )Net liabilities transferred
    
    
    (4,980
    )Deposit premium
    
    
    654Purchase transaction costs
    
    
    (165
    )Net cash outflows from sales of stores
    
    $
    (4,491
    )
 27. Commitments and Contingencies
  Year Ending December 31,
    
    Amount2010
    
    $
    21,1042011
    
    
    17,0852012
    
    
    14,4182013
    
    
    11,3792014
    
    
    9,732Thereafter
    
    
    90,260Total
    
    $
    163,978
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Rental expense for premises and equipment
    
    $
    14,388
    
    
    $
    14,407
    
    
    $
    16,191
  217




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   BFC
     218




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Real Estate
 Woodbridge
    Bluegreen
    219




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Financial Services
  December 31,2009
    
    2008Commitments to sell fixed rate residential loans
    
    $
    23,255
    
    
    $
    25,304Commitments to originate loans held for sale
    
    
    18,708
    
    
    
    21,843Commitments to originate loans held to maturity
    
    
    43,842
    
    
    
    16,553Commitments to extend credit, including the undisbursed portion of loans in process
    
    
    396,627
    
    
    
    597,739Standby letters of credit
    
    
    13,573
    
    
    
    20,558Commercial lines of credit
    
    
    74,841
    
    
    
    66,954
      220




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
         221




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   28. Stock Option Plans
      222




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Weighted AverageFor the Twelve Months EndedDecember 31,Employees
    
    2009
    
    2008
    
    2007Expected volatility
    
    
    87.11
    %
    
    
    
    %
    
    
    43.05
    %Expected dividends
    
    
    
    %
    
    
    
    %
    
    
    
    %Expected term (in years)
    
    
    2.97
    
    
    
    
    
    
    
    7.5Average risk-free interest rate
    
    
    1.50
    %
    
    
    
    %
    
    
    4.94
    %Option value
    
    $
    0.21
    
    
    $
    
    
    
    $
    2.43
 Weighted AverageFor the Twelve Months EndedDecember 31,Non-Employee Directors
    
    2009
    
    2008
    
    2007Expected volatility
    
    
    81.83
    %
    
    
    50.81
    %
    
    
    43.05
    %Expected dividends
    
    
    
    %
    
    
    
    %
    
    
    
    %Expected term (in years)
    
    
    3.37
    
    
    
    5.00
    
    
    
    5.00Average risk-free interest rate
    
    
    1.73
    %
    
    
    3.35
    %
    
    
    4.89
    %Option value
    
    $
    0.22
    
    
    $
    0.40
    
    
    $
    1.99
  Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Contractual Term
    
    
    Value ($000)Outstanding at December 31, 2006
    
    
    1,607,087
    
    
    $
    4.88
    
    
    
    6.25
    
    
    $
    Exercised
    
    
    (129,769
    )
    
    
    1.45Forfeited
    
    
    (18,397
    )
    
    
    4.99Expired
    
    
    
    
    
    
    0.00Granted
    
    
    264,296
    
    
    
    4.44Outstanding at December 31, 2007
    
    
    1,723,217
    
    
    $
    5.07
    
    
    
    6.31
    
    
    $
    Exercised
    
    
    
    
    
    
    0.00Forfeited
    
    
    (30,000
    )
    
    
    6.04Expired
    
    
    (147,407
    )
    
    
    3.68Granted
    
    
    252,150
    
    
    
    0.83Outstanding at December 31, 2008
    
    
    1,797,960
    
    
    $
    4.57
    
    
    
    6.35
    
    
    $
    Exercised
    
    
    
    
    
    
    0.00Forfeited (a)
    
    
    (1,777,729
    )
    
    
    4.60Expired
    
    
    (20,231
    )
    
    
    2.14Granted (a)
    
    
    2,530,983
    
    
    
    0.41Outstanding at December 31, 2009
    
    
    2,530,983
    
    
    $
    0.41
    
    
    
    5.19
    
    
    $
    Exercisable at December 31, 2009
    
    
    1,133,979
    
    
    $
    0.41
    
    
    
    4.79
    
    
    $
    Available for grant at December 31, 2009
    
    
    4,104,996
 
 (a)
    
    The options, which were re-priced during September 2009, were treated under GAAP as having been forfeited and
replaced with new grants. Accordingly, these options are included as Forfeited and Granted options in the table. 223




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
    WeightedUnvested
    
    
    AverageRestricted
    
    
    Grant DateStock
    
    
    Fair ValueOutstanding at December 31, 2006
    
    
    15,014
    
    
    $
    6.65Granted
    
    
    22,522
    
    
    
    4.44Vested
    
    
    (28,152
    )
    
    
    3.71Forfeited
    
    
    
    
    
    
    Outstanding at December 31, 2007
    
    
    9,384
    
    
    $
    5.62Granted
    
    
    120,480
    
    
    
    0.83Vested
    
    
    (79,664
    )
    
    
    0.60Forfeited
    
    
    
    
    
    
    Outstanding at December 31, 2008
    
    
    50,200
    
    
    $
    1.26Granted
    
    
    Vested
    
    
    (50,200
    )
    
    
    0.22Forfeited
    
    
    
    
    
    
    Outstanding at December 31, 2009
    
    
    
    
    
    $
    
   Woodbridge Restricted Stock and Stock Option Plan Prior to the Merger
   224




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Weighted
    
    
    Weighted Average
    
    
    AggregateAverage
    
    
    Remaining
    
    
    IntrinsicNumber
    
    
    Exercise
    
    
    Contractual
    
    
    Valueof Options
    
    
    Price
    
    
    Term
    
    
    (thousands)Options outstanding at December 31, 2006
    
    
    378,521
    
    
    $
    103.65
    
    
    
    
    
    
    $
    Granted
    
    
    150,489
    
    
    
    45.92
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    156,478
    
    
    
    88.56
    
    
    
    
    
    
    
    Options outstanding at December 31, 2007
    
    
    372,532
    
    
    $
    86.66
    
    
    8.00 years
    
    
    $
    Granted
    
    
    36,398
    
    
    
    6.70
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    90,459
    
    
    
    81.85
    
    
    
    
    
    
    
    Options outstanding at December 31, 2008
    
    
    318,471
    
    
    $
    78.89
    
    
    7.19 years
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    318,471
    
    
    $
    78.89
    
    
    
    
    
    
    
    Options outstanding at December 31, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Options exercisable at December 31, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Stock options available for equity compensation
grants at December 31, 2009
    
    
    
  Year ended
    
    
    Year ended
    
    Year endedDecember 31, 2009
    
    
    December 31, 2008
    
    December 31, 2007Expected volatility
    
    
    
    
    
    65.47%
    
    40.05% - 52.59%Expected dividend yield
    
    
    
    
    
    0.00%
    
    0.00% - 0.83%Risk-free interest rate
    
    
    
    
    
    4.16%
    
    4.58% - 5.14%Expected life
    
    
    
    
    
    5 years
    
    5  7.5 yearsForfeiture rate  executives
    
    
    
    
    
    5%
    
    5%Forfeiture rate  non-executives
    
    
    
    
    
    
    
    10%
   225




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Bluegreen
    WeightedAverageRemainingRecognition
    
    UnrecognizedAs of December 31, 2009
    
    Period
    
    Compensation(in years)
    
    (000s)Stock Option Awards
    
    
    2.4
    
    
    $
    4,261Restricted Stock Awards
    
    
    3.1
    
    
    $
    8,050
  WeightedAverageExercise
    
    
    Number
    
    
    AggregateOutstanding
    
    
    Price Per
    
    
    of Shares
    
    
    IntrinsicOptions
    
    
    Share
    
    
    Exercisable
    
    
    ValueBalance at November 16, 2009
    
    
    2,795
    
    
    $
    9.64
    
    
    
    956
    
    
    $
    7Granted
    
    
    
    
    
    $
    Forfeited
    
    
    
    
    
    $
    Expired
    
    
    
    
    
    $
    Exercised
    
    
    
    
    
    $
    Balance at December 31, 2009
    
    
    2,795
    
    
    $
    9.64
    
    
    
    956
    
    
    $
    7
  226




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Weighted-Average Grant-Non-vested Restricted Shares
    
    Number of Shares
    
    
    Date Fair Value per Share(In 000s)Unvested at November 16, 2009
    
    
    1,441
    
    
    $
    7.89Granted
    
    
    
    
    
    
    Vested
    
    
    (15
    )
    
    
    2.75Forfeited
    
    
    
    
    
    
    Unvested at December 31, 2009
    
    
    1,426
    
    
    $
    7.94
 BankAtlantic Bancorp Restricted Stock and Stock Option Plan
 Stock Option PlansMaximum
    
    Shares
    
    
    Class of
    
    Vesting
    
    Type ofTerm
    
    Authorized (3)
    
    
    Stock
    
    Requirements
    
    Options (2)1996 Stock Option Plan
    
    10 years
    
    
    449,219
    
    
    Class A
    
    5 Years (1)
    
    ISO, NQ1999 Stock Option Plan
    
    10 years
    
    
    172,500
    
    
    Class A
    
    (1)
    
    ISO, NQ2000 Non-qualifying Stock
Option Plan
    
    10 years
    
    
    340,830
    
    
    Class A
    
    immediately
    
    NQ2001 Amended and Restated Stock
Option Plan
    
    10 years
    
    
    783,778
    
    
    Class A
    
    5 Years (1)
    
    ISO, NQ2005 Restricted Stock and Option
Plan (4)
    
    10 years
    
    
    9,375,000
    
    
    Class A
    
    5 Years (1)
    
    ISO, NQ
 
 (1)
    
    Vesting is established by the Compensation Committee in connection with each grant of
options or restricted stock. All directors stock options vest immediately.(2)
    
    ISO  Incentive Stock OptionNQ  Non-qualifying Stock Option(3)
    
    During 2001, all BankAtlantic Bancorps shares remaining available for grant under
all its stock options plans except the 2001 stock option plan were canceled. During
2005, all BankAtlantic Bancorp shares remaining available for grant under its 2001 stock
option plan were canceled.(4)
    
    The Plan provides that up to 9,375,000 shares of Class A common stock may be issued
for restricted stock awards and upon the exercise of options granted under the Plan. The
Plan was amended by the Board of Directors in May 2009 increasing the allowable shares
issued from 1,200,000 to 9,375,000.   227




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Weighted Average2008
    
    2007Volatility
    
    
    46.09
    %
    
    
    29.44
    %Expected dividends
    
    
    1.03
    %
    
    
    1.75
    %Expected term (in years)
    
    
    5.00
    
    
    
    7.23Risk-free rate
    
    
    3.29
    %
    
    
    4.92
    %
  WeightedWeighted
    
    AverageClass A
    
    
    Average
    
    
    Remaining
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term
    
    
    Value ($000)Outstanding at December 31, 2006
    
    
    1,047,782
    
    
    
    56.45
    
    
    
    6.4Exercised
    
    
    (88,227
    )
    
    
    27.75Forfeited
    
    
    (75,486
    )
    
    
    67.95Expired
    
    
    (15,820
    )
    
    
    59.25Granted
    
    
    196,249
    
    
    
    46.79Outstanding at December 31, 2007
    
    
    1,064,498
    
    
    
    56.17
    
    
    
    6.2Exercised
    
    
    (6,630
    )
    
    
    15.60Forfeited
    
    
    (126,678
    )
    
    
    74.81Expired
    
    
    (111,526
    )
    
    
    30.50Granted
    
    
    75,954
    
    
    
    9.70Outstanding at December 31, 2008
    
    
    895,618
    
    
    
    53.09
    
    
    
    5.8Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (38,337
    )
    
    
    72.56Expired
    
    
    (77,062
    )
    
    
    28.10Granted
    
    
    
    
    
    
    Outstanding at December 31, 2009
    
    
    780,219
    
    
    
    54.61
    
    
    
    5.2
    
    
    $
    Exercisable at December 31, 2009
    
    
    446,915
    
    
    
    43.46
    
    
    
    4.1
    
    
    $
    Available for grant at December
31, 2009
    
    
    8,911,811
   228




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Class A
    
    
    WeightedNon-vested
    
    
    AverageRestricted Common
    
    
    Grant dateStock
    
    
    Fair ValueOutstanding at December 31, 2006
    
    
    25,840
    
    
    $
    43.95Vested
    
    
    (7,583
    )
    
    
    48.93Forfeited
    
    
    
    
    
    
    Granted
    
    
    12,432
    
    
    
    42.18Outstanding at December 31, 2007
    
    
    30,689
    
    
    
    42.01Vested
    
    
    (10,295
    )
    
    
    33.77Forfeited
    
    
    
    
    
    
    Granted
    
    
    5,455
    
    
    
    9.70Outstanding at December 31, 2008
    
    
    25,849
    
    
    
    38.47Vested
    
    
    (6,049
    )
    
    
    26.56Forfeited
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    Outstanding at December 31, 2009
    
    
    19,800
    
    
    $
    42.11
  29. Employee Benefit Plans and Incentive Compensation Program
 BFC and Woodbridge
 Defined Contribution401(k)Plan
   BFC Deferred Retirement Agreement
  229




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Incentive Compensation Program
  Bluegreen
   BankAtlantic Bancorp
 Defined Benefit Pension Plan :
   As of December 31,2009
    
    
    2008Change in benefit obligationBenefit obligation at the beginning of the year
    
    $
    31,150
    
    
    
    28,918Interest cost
    
    
    1,832
    
    
    
    1,720Actuarial loss (gains)
    
    
    (510
    )
    
    
    1,549Benefits paid
    
    
    (1,097
    )
    
    
    (1,037
    )Projected benefit obligation at end of year
    
    
    31,375
    
    
    
    31,150Change in plan assetsFair value of Plan assets at the beginning of year
    
    
    17,921
    
    
    
    29,104Actual return on Plan assets
    
    
    5,122
    
    
    
    (10,146
    )Employer contribution
    
    
    
    
    
    
    Benefits paid
    
    
    (1,097
    )
    
    
    (1,037
    )Fair value of Plan assets as of actuarial date
    
    
    21,946
    
    
    
    17,921Funded status at end of year
    
    $
    (9,429
    )
    
    
    (13,229
    )
  230




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  As of December 31,2009
    
    
    2008
    
    
    2007Net comprehensive loss
    
    $
    13,929
    
    
    
    19,690
    
    
    
    3,915
  As of December 31,2009
    
    2008Other informationProjected benefit obligation
    
    $
    31,375
    
    
    
    31,150Accumulated benefit obligation
    
    
    31,375
    
    
    
    31,150Fair value of plan assets
    
    
    21,946
    
    
    
    17,921
 Components of net periodic benefit cost and other amounts recognized in other comprehensive
income are as follows (in thousands):
 For the Years Ended2009
    
    
    2008
    
    
    2007Interest cost on projected benefit obligation
    
    $
    1,832
    
    
    
    1,719
    
    
    
    1,656Expected return on plan assets
    
    
    (1,475
    )
    
    
    (2,430
    )
    
    
    (2,396
    )Amortization of unrecognized net gains and losses
    
    
    1,648
    
    
    
    463
    
    
    
    501Net periodic pension (income) expense (1)
    
    $
    2,005
    
    
    
    (248
    )
    
    
    (239
    )Other changes in Plan Assets and Benefit
Obligations Recognized in Other
Comprehensive IncomeChange in accumulated benefit obligations
    
    
    3,755
    
    
    
    (13,415
    )
    
    
    1,180Change in deferred tax assets
    
    
    
    
    
    
    (2,112
    )
    
    
    (363
    )Total recognized net periodic benefit cost and
other comprehensive income
    
    $
    5,760
    
    
    
    (15,775
    )
    
    
    578
 
 (1)
    
    The estimated net loss for the pension plan that will be amortized from accumulated other
comprehensive income into net periodic benefit cost over the next fiscal year is $1.3
million.  For the Years Ended December 31,2009
    
    2008
    
    2007Weighted average discount rate used to
determine benefit obligation
    
    
    6.00
    %
    
    
    6.00
    
    
    
    6.00Weighted average discount rate used to
to determine net periodic benefit cost
    
    
    6.00
    %
    
    
    6.00
    
    
    
    5.75Rate of increase in future compensation levels
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExpected long-term rate of return
    
    
    8.50
    %
    
    
    8.50
    
    
    
    8.50
  231




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
    Quoted PricesIn ActiveMarketsfor IdenticalAssetsAsset Category
    
    (Level 1)Cash
    
    $
    357Mutual Funds: (1)US Large Cap Growth
    
    
    1,743US Large Cap Value
    
    
    950US Large Cap Blend
    
    
    2,203US Mid-Cap Growth
    
    
    686US Mid-Cap Value
    
    
    1,081US Mid-Cap Blend
    
    
    806International Equity
    
    
    3,124Balanced
    
    
    10,475Common Stock (2)
    
    
    521Total pension assets
    
    $
    21,946
 
 (1)
    
    The plan maintains diversified mutual funds in order to diversify risks and reduce
volatility while achieving the targeted asset mix.(2)
    
    This category invests in aggressive growth common stocks.  The following benefit payments are expected to be paid (in thousands):
 PensionExpected Future Service
    
    Benefits2010
    
    $
    1,4732011
    
    
    1,4942012
    
    
    1,5462013
    
    
    1,6322014
    
    
    1,710Years 2015-2019
    
    
    10,029
 232




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Defined Contribution401(k)Plan:
  For the Years Ended December 31,2009
    
    2008
    
    2007Employee salary contribution limit (1)
    
    $
    16.5
    
    
    
    15.5
    
    
    
    15.0Percentage of salary limitation
    
    %
    75
    
    
    
    75
    
    
    
    75Total match contribution (2)
    
    $
    771
    
    
    
    2,551
    
    
    
    2,930Vesting of employer match
    
    Immediate
    
    Immediate
    
    Immediate
 
 (1)
    
    For the years ended December 31, 2009, 2008 and 2007, employees over the age of 50 were
entitled to contribute $22,000, $20,500 and $20,000, respectively.(2)
    
    The employer matched 100% of the first 3% of employee contributions and 50% of the next
2% of employee contributions. The Company discontinued the employer match on April 1,
2009. Profit Sharing Plan and 2008 Expense Reduction Initiative
  30. Redeemable 5% Cumulative Preferred Stock
    233




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  31. Common Stock, Preferred Stock and Dividends
 Common Stock
     Preferred Stock
  234




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 ByLaw Amendments
    Dividends
  32. Noncontrolling Interest
  December 31,2009
    
    
    2008BankAtlantic Bancorp
    
    $
    88,910
    
    
    
    170,888Woodbridge
    
    
    
    
    
    
    91,389Bluegreen
    
    
    41,905
    
    
    
    Joint ventures
    
    
    28,037
    
    
    
    277$
    158,852
    
    
    
    262,554
 235




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Noncontrolling
interest
- Continuing
OperationsBankAtlantic Bancorp
    
    $
    (128,959
    )
    
    
    (161,416
    )
    
    
    (22,806
    )Woodbridge
    
    
    6,008
    
    
    
    (113,593
    )
    
    
    (196,763
    )Bluegreen
    
    
    1,343
    
    
    
    
    
    
    
    Joint ventures
    
    
    (2,737
    )
    
    
    12
    
    
    
    (34
    )$
    (124,345
    )
    
    
    (274,997
    )
    
    
    (219,603
    )Noncontrolling
interest
- Discontinued
Operations:BankAtlantic Bancorp
    
    $
    2,592
    
    
    
    12,144
    
    
    
    6,122Woodbridge
    
    
    (661
    )
    
    
    2,286
    
    
    
    1,4381,931
    
    
    
    14,430
    
    
    
    7,560$
    (122,414
    )
    
    
    (260,567
    )
    
    
    (212,043
    )
 33. Fair Value Measurement
         236




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
    Quoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    211,945
    
    
    
    
    
    
    
    211,945
    
    
    
    REMICS
    
    
    107,347
    
    
    
    
    
    
    
    107,347
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    17,766
    
    
    
    
    
    
    
    
    
    
    
    17,766Other equity securities
    
    
    9,067
    
    
    
    9,067
    
    
    
    
    
    
    
    Total securities available for sale
at fair value
    
    
    346,375
    
    
    
    9,067
    
    
    
    319,292
    
    
    
    18,016Retained interest in notes receivable sold
    
    
    26,340
    
    
    
    
    
    
    
    
    
    
    
    26,340Total assets measured at fair value
on a recurring basis
    
    $
    372,715
    
    
    
    9,067
    
    
    
    319,292
    
    
    
    44,356
  Quoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    532,873
    
    
    
    
    
    
    
    532,873
    
    
    
    REMICS
    
    
    166,351
    
    
    
    
    
    
    
    166,351
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    
    
    
    
    
    
    
    
    16,426Other equity securities
    
    
    6,798
    
    
    
    5,210
    
    
    
    
    
    
    
    1,588Total securities available for sale
at fair value
    
    $
    722,698
    
    
    
    5,210
    
    
    
    699,224
    
    
    
    18,264
  237




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  RetainedInterests in
    
    
    
    
    
    
    
    
    
    BenihanaNotes
    
    
    
    
    
    Stifel
    
    Convertible
    
    EquityReceivable Sold
    
    Bonds
    
    Warrants
    
    Preferred Stock
    
    Securities
    
    TotalBeginning Balance
    
    $
    
    
    
    
    681
    
    
    
    10,661
    
    
    
    20,000
    
    
    
    5,133
    
    
    
    36,475Total gains and losses
(realized/unrealized)Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    
    
    
    
    3,704
    
    
    
    (3,574
    )
    
    
    (3,412
    )
    
    
    (3,282
    )Included in other comprehensive
Income
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    (133
    )
    
    
    (132
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    (432
    )
    
    
    (14,365
    )
    
    
    
    
    
    
    
    
    
    
    (14,797
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2008
    
    
    
    
    
    
    250
    
    
    
    
    
    
    
    16,426
    
    
    
    1,588
    
    
    
    18,264Total gains and losses
(realized/unrealized)
    
    
    (2,910
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,910
    )Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,588
    )
    
    
    (1,588
    )Included in other comprehensive
Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,340
    
    
    
    
    
    
    
    1,340Purchases, issuances, and settlements
    
    
    29,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,250Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2009
    
    $
    26,340
    
    
    
    250
    
    
    
    
    
    
    
    17,766
    
    
    
    
    
    
    
    44,356
    Mortgage-Backed Securities and REMICs
  Bonds and Other Equity Securities
  238




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Benihana Convertible Preferred Stock
   Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for impairment
using the fair value of the
collateral
    
    $
    259,392
    
    
    
    
    
    
    
    
    
    
    
    259,392
    
    
    $
    189,193Impaired real estate owned
    
    
    16,980
    
    
    
    
    
    
    
    
    
    
    
    16,980
    
    
    
    4,124Impaired inventory of real estate
    
    
    145,586
    
    
    
    
    
    
    
    
    
    
    
    145,586
    
    
    
    106,632Impaired property and equipment
    
    
    14,260
    
    
    
    
    
    
    
    
    
    
    
    14,260
    
    
    
    6,450Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,542Investment in Bluegreen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,181Total
    
    $
    436,218
    
    
    
    
    
    
    
    
    
    
    
    436,218
    
    
    $
    348,122
  Quoted prices inActive Markets
    
    Significant
    
    Significantfor Identical
    
    Other Observable
    
    UnobservableDecember 31,
    
    Assets
    
    Inputs
    
    Inputs
    
    TotalDescription
    
    2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    ImpairmentsLoans measured for
impairment
using the fair value
of the collateral
    
    $
    209,012
    
    
    
    
    
    
    
    
    
    
    
    209,012
    
    
    
    103,193Investment in Bluegreen
    
    
    29,789
    
    
    
    29,789
    
    
    
    
    
    
    
    
    
    
    
    94,433Woodbridges investment in
unconsolidated trusts
    
    
    406
    
    
    
    
    
    
    
    
    
    
    
    406
    
    
    
    2,159Private equity investments
    
    
    536
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    1,148Total
    
    $
    239,743
    
    
    
    29,789
    
    
    
    
    
    
    
    209,954
    
    
    
    200,933
 Loans Measured for Impairment
  239




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Private Equity Investments
  Investment in Bluegreen
  Investment in Unconsolidated Trusts
  Impaired Real Estate Inventory and Real Estate Owned
  Impaired Goodwill
  240




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Financial Disclosures about Fair Value of Financial Instruments
  December 31, 2009
    
    December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    315,580
    
    
    
    315,580
    
    
    
    247,760
    
    
    
    247,760Federal funds sold and short-term investments
    
    
    500
    
    
    
    500
    
    
    
    31,177
    
    
    
    31,177Restricted cash
    
    
    24,020
    
    
    
    24,020
    
    
    
    21,288
    
    
    
    21,288Securities available for sale
    
    
    346,375
    
    
    
    346,375
    
    
    
    722,698
    
    
    
    722,698Investment securities
    
    
    9,654
    
    
    
    9,654
    
    
    
    12,008
    
    
    
    12,475Tax Certificates
    
    
    110,991
    
    
    
    112,472
    
    
    
    213,534
    
    
    
    224,434Federal Home Loan Bank stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    54,607
    
    
    
    54,607Retained interest in notes receivable sold
    
    
    26,340
    
    
    
    26,340
    
    
    
    
    
    
    
    Loans receivable including loans held for
sale, net
    
    
    3,683,441
    
    
    
    3,381,796
    
    
    
    4,317,645
    
    
    
    3,950,557Notes receivable
    
    
    277,274
    
    
    
    277,274
    
    
    
    
    
    
    
    Financial liabilities:Deposits
    
    $
    3,948,818
    
    
    
    3,950,840
    
    
    
    3,919,796
    
    
    
    3,919,810Advances from FHLB
    
    
    282,012
    
    
    
    282,912
    
    
    
    967,491
    
    
    
    983,582Short term borrowings (1)
    
    
    27,271
    
    
    
    27,271
    
    
    
    279,726
    
    
    
    279,777Receivable-backed notes payable
    
    
    237,416
    
    
    
    237,416
    
    
    
    
    
    
    
    Notes and mortgage notes payable and other
borrowings
    
    
    395,361
    
    
    
    392,047
    
    
    
    212,767
    
    
    
    195,934Mortgage payables associated with assets
held for sale
    
    
    74,749
    
    
    
    74,749
    
    
    
    75,005
    
    
    
    70,917Junior subordinated debentures
    
    
    447,211
    
    
    
    170,598
    
    
    
    376,104
    
    
    
    152,470
 
 (1)
    
    Short term borrowings includes federal funds purchased and other short term borrowings
and securities sold under agreements to repurchase.  241




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
              242




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
    Derivatives
    Concentration of Credit Risk
   243




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 34. Segment Reporting
        244




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BFC Activities
  Real Estate Operations
  Bluegreen Communities
  Bluegreen Resorts
  BankAtlantic
  BankAtlantic Bancorp Parent Company
  245




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  BankAtlanticBancorp
    
    
    AdjustmentsBFC
    
    
    Real estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Other
    
    
    and
    
    
    Segment2009
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    6,605
    
    
    
    15,251
    
    
    
    3,139
    
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    25,035Other resorts and communities
operations revenue
    
    
    
    
    
    
    
    
    
    
    5,239
    
    
    
    593
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,832Other real estate revenues
    
    
    1,296
    
    
    
    2,312
    
    
    
    5,354
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (103
    )
    
    
    8,859Financial Services  total interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    223,048
    
    
    
    573
    
    
    
    2,141
    
    
    
    225,762Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,813
    
    
    
    1,077
    
    
    
    (1,565
    )
    
    
    128,325Total revenues
    
    
    1,296
    
    
    
    8,917
    
    
    
    25,844
    
    
    
    3,732
    
    
    
    351,861
    
    
    
    1,650
    
    
    
    513
    
    
    
    393,813Costs and Expenses:Cost of sale of real estate
    
    
    7,749
    
    
    
    82,105
    
    
    
    3,294
    
    
    
    1,788
    
    
    
    
    
    
    
    
    
    
    
    13,901
    
    
    
    108,837Cost of sale of other revenues
    
    
    
    
    
    
    
    
    
    
    3,538
    
    
    
    1,480
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,018Interest expense
    
    
    6,511
    
    
    
    5,822
    
    
    
    
    
    
    
    
    
    
    
    59,724
    
    
    
    15,535
    
    
    
    4,920
    
    
    
    92,512Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214,244
    
    
    
    18,414
    
    
    
    
    
    
    
    232,658Selling, general and administrative
    
    
    30,388
    
    
    
    16,343
    
    
    
    15,775
    
    
    
    3,738
    
    
    
    
    
    
    
    
    
    
    
    683
    
    
    
    66,927Other expenses
    
    
    2,001
    
    
    
    5,433
    
    
    
    
    
    
    
    
    
    
    
    258,799
    
    
    
    9,000
    
    
    
    (826
    )
    
    
    274,407Total costs and expenses
    
    
    46,649
    
    
    
    109,703
    
    
    
    22,607
    
    
    
    7,006
    
    
    
    532,767
    
    
    
    42,949
    
    
    
    18,678
    
    
    
    780,359Gain on bargain purchase of Bluegreen
    
    
    183,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,138Gain on settlement of investment in
Woodbridges subsidiary
    
    
    16,296
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,383
    
    
    
    29,679Earnings from unconsolidated affiliates
    
    
    32,276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    479
    
    
    
    487
    
    
    
    139
    
    
    
    33,381Impairment of unconsolidated affiliates
    
    
    (31,181
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,181
    )Investment gains (losses), interest
and other income
    
    
    10,033
    
    
    
    526
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,990
    
    
    
    19,549Loss from continuing operations
before income taxes
    
    
    165,209
    
    
    
    (100,260
    )
    
    
    3,237
    
    
    
    (3,274
    )
    
    
    (180,427
    )
    
    
    (40,812
    )
    
    
    4,347
    
    
    
    (151,980
    )Less: Provision (benefit) for income taxes
    
    
    (34,986
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,719
    )
    
    
    
    
    
    
    (513
    )
    
    
    (67,218
    )(Loss) income from continuing operations
    
    
    200,195
    
    
    
    (100,260
    )
    
    
    3,237
    
    
    
    (3,274
    )
    
    
    (148,708
    )
    
    
    (40,812
    )
    
    
    4,860
    
    
    
    (84,762
    )Discontinued operations
    
    
    
    
    
    
    (15,632
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,701
    
    
    
    
    
    
    
    (11,931
    )Net income (loss)
    
    $
    200,195
    
    
    
    (115,892
    )
    
    
    3,237
    
    
    
    (3,274
    )
    
    
    (148,708
    )
    
    
    (37,111
    )
    
    
    4,860
    
    
    
    (96,693
    )Less: Net loss attributable to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (122,414
    )
    
    
    (122,414
    )Net income (loss) attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    127,274
    
    
    
    25,721Total assets
    
    $
    122,070
    
    
    
    257,390
    
    
    
    553,275
    
    
    
    110,997
    
    
    
    4,755,122
    
    
    
    456,860
    
    
    
    (208,677
    )
    
    
    6,047,037
 246




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BankAtlanticBancorp
    
    
    AdjustmentsBFC
    
    
    Real estate
    
    
    
    
    
    
    Other
    
    
    and
    
    
    Segment2008
    
    Activities
    
    
    Operations
    
    
    BankAtlantic
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    13,752
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    13,837Other real estate revenues
    
    
    
    
    
    
    3,033
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,033Financial Services  total interest income
    
    
    
    
    
    
    
    
    
    
    313,285
    
    
    
    1,445
    
    
    
    (192
    )
    
    
    314,538Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    135,799
    
    
    
    671
    
    
    
    (1,437
    )
    
    
    135,033Total revenues
    
    
    
    
    
    
    16,785
    
    
    
    449,084
    
    
    
    2,116
    
    
    
    (1,544
    )
    
    
    466,441Costs and Expenses:Cost of sale of real estate
    
    
    59
    
    
    
    22,724
    
    
    
    
    
    
    
    
    
    
    
    (9,945
    )
    
    
    12,838Interest expense
    
    
    7,641
    
    
    
    2,075
    
    
    
    119,637
    
    
    
    21,262
    
    
    
    (1,682
    )
    
    
    148,933Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    135,383
    
    
    
    24,418
    
    
    
    
    
    
    
    159,801Selling, general and administrative
    
    
    36,886
    
    
    
    20,648
    
    
    
    
    
    
    
    
    
    
    
    (2,333
    )
    
    
    55,201Other expenses
    
    
    
    
    
    
    
    
    
    
    330,623
    
    
    
    8,741
    
    
    
    (4,697
    )
    
    
    334,667Total costs and expenses
    
    
    44,586
    
    
    
    45,447
    
    
    
    585,643
    
    
    
    54,421
    
    
    
    (18,657
    )
    
    
    711,440Equity earnings from unconsolidated affiliates
    
    
    8,844
    
    
    
    
    
    
    
    1,509
    
    
    
    600
    
    
    
    4,111
    
    
    
    15,064Impairment of unconsolidated affiliates
    
    
    (96,579
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (96,579
    )Investment gains (losses), interest and other
income
    
    
    (4,502
    )
    
    
    3,341
    
    
    
    
    
    
    
    
    
    
    
    (4,561
    )
    
    
    (5,722
    )Loss from continuing operations before income
taxes
    
    
    (136,823
    )
    
    
    (25,321
    )
    
    
    (135,050
    )
    
    
    (51,705
    )
    
    
    16,663
    
    
    
    (332,236
    )Less: Provision (benefit) for income taxes
    
    
    (14,887
    )
    
    
    
    
    
    
    31,094
    
    
    
    1,395
    
    
    
    (1,839
    )
    
    
    15,763Loss from continuing operations
    
    
    (121,936
    )
    
    
    (25,321
    )
    
    
    (166,144
    )
    
    
    (53,100
    )
    
    
    18,502
    
    
    
    (347,999
    )Discontinued operations less income taxes
    
    
    
    
    
    
    2,783
    
    
    
    
    
    
    
    16,605
    
    
    
    
    
    
    
    19,388Extraordinary gain, less income tax
    
    
    9,145
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,145Net loss
    
    $
    (112,791
    )
    
    
    (22,538
    )
    
    
    (166,144
    )
    
    
    (36,495
    )
    
    
    18,502
    
    
    
    (319,466
    )Less: Net loss attributable
to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (260,567
    )
    
    
    (260,567
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    279,069
    
    
    
    (58,899
    )Total assets
    
    $
    218,167
    
    
    
    384,261
    
    
    
    5,713,690
    
    
    
    542,478
    
    
    
    (463,014
    )
    
    
    6,395,582
 247




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BankAtlanticBancorp
    
    
    AdjustmentsBFC
    
    
    Real estate
    
    
    
    
    
    
    Other
    
    
    and
    
    
    Segment2007
    
    Activities
    
    
    Operations
    
    
    BankAtlantic
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    410,849
    
    
    
    
    
    
    
    
    
    
    
    (734
    )
    
    
    410,115Other real estate revenues
    
    
    
    
    
    
    6,088
    
    
    
    
    
    
    
    
    
    
    
    (322
    )
    
    
    5,766Financial Services  total interest income
    
    
    
    
    
    
    
    
    
    
    369,570
    
    
    
    2,320
    
    
    
    (257
    )
    
    
    371,633Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    143,193
    
    
    
    6,969
    
    
    
    (1,002
    )
    
    
    149,160Total revenues
    
    
    
    
    
    
    416,937
    
    
    
    512,763
    
    
    
    9,289
    
    
    
    (2,315
    )
    
    
    936,674Costs and Expenses:Cost of sale of real estate
    
    
    11,047
    
    
    
    565,759
    
    
    
    
    
    
    
    
    
    
    
    (3,565
    )
    
    
    573,241Interest expense
    
    
    903
    
    
    
    10,208
    
    
    
    170,060
    
    
    
    23,054
    
    
    
    (7,746
    )
    
    
    196,479Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    70,842
    
    
    
    
    
    
    
    
    
    
    
    70,842Selling, general and administrative
    
    
    45,839
    
    
    
    85,758
    
    
    
    
    
    
    
    
    
    
    
    (1,501
    )
    
    
    130,096Other expenses
    
    
    2,363
    
    
    
    1,566
    
    
    
    313,898
    
    
    
    4,282
    
    
    
    (2,236
    )
    
    
    319,873Total costs and expenses
    
    
    60,152
    
    
    
    663,291
    
    
    
    554,800
    
    
    
    27,336
    
    
    
    (15,048
    )
    
    
    1,290,531Equity earnings from unconsolidated affiliates
    
    
    10,224
    
    
    
    
    
    
    
    1,219
    
    
    
    1,281
    
    
    
    
    
    
    
    12,724Investment gains (losses), interest and other income
    
    
    15,982
    
    
    
    11,491
    
    
    
    
    
    
    
    
    
    
    
    (10,290
    )
    
    
    17,183Loss from continuing operations before income taxes
    
    
    (33,946
    )
    
    
    (234,863
    )
    
    
    (40,818
    )
    
    
    (16,766
    )
    
    
    2,443
    
    
    
    (323,950
    )Less: Provision (benefit) for income taxes
    
    
    (53,965
    )
    
    
    5,377
    
    
    
    (21,378
    )
    
    
    (6,194
    )
    
    
    5,914
    
    
    
    (70,246
    )Loss from continuing operations
    
    
    20,019
    
    
    
    (240,240
    )
    
    
    (19,440
    )
    
    
    (10,572
    )
    
    
    (3,471
    )
    
    
    (253,704
    )Discontinued operations less income taxes
    
    
    
    
    
    
    1,765
    
    
    
    
    
    
    
    7,812
    
    
    
    (778
    )
    
    
    8,799Extraordinary gain, less income tax
    
    
    2,403
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,403Net loss
    
    $
    22,422
    
    
    
    (238,475
    )
    
    
    (19,440
    )
    
    
    (2,760
    )
    
    
    (4,249
    )
    
    
    (242,502
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (212,043
    )
    
    
    (212,043
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    207,794
    
    
    
    (30,459
    )Total assets
    
    $
    351,009
    
    
    
    399,096
    
    
    
    6,161,962
    
    
    
    758,372
    
    
    
    (556,006
    )
    
    
    7,114,433
 248




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 35. Regulatory Matters
 Real Estate
   Financial Services
     PCA Capital
    
    PCAActual
    
    Adequacy
    
    Well CapitalizedAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioAs of December 31, 2009Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    $
    269,173
    
    
    
    8.00
    %
    
    $
    336,466
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    357,660
    
    
    
    10.63
    %
    
    $
    134,586
    
    
    
    4.00
    %
    
    $
    201,880
    
    
    
    6.00
    %Tangible capital
    
    $
    357,660
    
    
    
    7.58
    %
    
    $
    70,814
    
    
    
    1.50
    %
    
    $
    70,814
    
    
    
    1.50
    %Core capital
    
    $
    357,660
    
    
    
    7.58
    %
    
    $
    188,837
    
    
    
    4.00
    %
    
    $
    236,046
    
    
    
    5.00
    %As of December 31, 2008:Total risk-based capital
    
    $
    456,776
    
    
    
    11.63
    %
    
    $
    314,339
    
    
    
    8.00
    %
    
    $
    392,923
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    385,006
    
    
    
    9.80
    %
    
    $
    157,169
    
    
    
    4.00
    %
    
    $
    235,754
    
    
    
    6.00
    %Tangible capital
    
    $
    385,006
    
    
    
    6.80
    %
    
    $
    84,929
    
    
    
    1.50
    %
    
    $
    84,929
    
    
    
    1.50
    %Core capital
    
    $
    385,006
    
    
    
    6.80
    %
    
    $
    226,478
    
    
    
    4.00
    %
    
    $
    283,098
    
    
    
    5.00
    %
 249




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 36. Parent Company Financial Information
  
 December 31,2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    1,308
    
    
    
    9,218Securities available for sale
    
    
    18,981
    
    
    
    16,523Investment in Woodbridge Holdings, LLC
    
    
    197,264
    
    
    
    35,575Investment in BankAtlantic Bancorp, Inc.
    
    
    47,555
    
    
    
    66,326Investment in and advances in other subsidiaries
    
    
    2,218
    
    
    
    2,684Other assets
    
    
    1,279
    
    
    
    835Total assets
    
    $
    268,605
    
    
    
    131,161Liabilities and Shareholders EquityAdvances from and negative basis in wholly owned subsidiaries
    
    $
    818
    
    
    
    789Other liabilities
    
    
    11,699
    
    
    
    6,476Total liabilities
    
    
    12,517
    
    
    
    7,265Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    245,059
    
    
    
    112,867Total liabilities and shareholders equity
    
    $
    268,605
    
    
    
    131,161
 
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenues
    
    $
    1,202
    
    
    
    2,489
    
    
    
    3,977Expenses
    
    
    8,567
    
    
    
    11,405
    
    
    
    9,565(Loss) before earnings (loss) from subsidiaries
    
    
    (7,365
    )
    
    
    (8,916
    )
    
    
    (5,588
    )Equity in earnings (loss) in Woodbridge Holdings, LLC
    
    
    106,327
    
    
    
    (22,758
    )
    
    
    (39,949
    )Equity in loss in BankAtlantic Bancorp
    
    
    (58,912
    )
    
    
    (56,230
    )
    
    
    (7,206
    )Equity in (loss) earnings in other subsidiaries
    
    
    (467
    )
    
    
    15
    
    
    
    (1,083
    )Income (loss) before income taxes
    
    
    39,583
    
    
    
    (87,889
    )
    
    
    (53,826
    )Benefit for income taxes
    
    
    
    
    
    
    (14,887
    )
    
    
    (19,725
    )Income (loss) from continuing operations
    
    
    39,583
    
    
    
    (73,002
    )
    
    
    (34,101
    )Equity in subsidiaries discontinued operations, net of tax
    
    
    (13,862
    )
    
    
    4,958
    
    
    
    1,239Extraordinary gain, net of tax
    
    
    
    
    
    
    9,145
    
    
    
    2,403Net income (loss) attributable to BFC
    
    
    25,721
    
    
    
    (58,899
    )
    
    
    (30,459
    )5% Preferred Stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net income (loss) allocable to common stock
    
    $
    24,971
    
    
    
    (59,649
    )
    
    
    (31,209
    )
 250




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 
 For the Year Ended December 31,2009
    
    
    2008
    
    
    2007Operating Activities:Net cash used in operating activities
    
    $
    (6,245
    )
    
    
    (5,508
    )
    
    
    (4,505
    )Investing Activities:Proceeds from sale of investment in real estate limited partnership
    
    
    
    
    
    
    
    
    
    
    1,000Proceeds from the sale of securities
    
    
    
    
    
    
    834
    
    
    
    1,336Dividends from Woodbridge
    
    
    30,000
    
    
    
    
    
    
    
    Distribution from partnership
    
    
    84
    
    
    
    633
    
    
    
    Additions to property and equipment
    
    
    
    
    
    
    (11
    )
    
    
    Acquisition of Woodbridge Class A shares
    
    
    
    
    
    
    
    
    
    
    (33,205
    )Purchase of securities
    
    
    (1,111
    )
    
    
    
    
    
    
    Acquisition of BankAtlantic Bancorp Class A shares
    
    
    (29,888
    )
    
    
    (3,925
    )
    
    
    Net cash used in investing activities
    
    
    (915
    )
    
    
    (2,469
    )
    
    
    (30,869
    )Financing Activities:Proceeds from issuance of Class A Common Stock net of issuance costs
    
    
    
    
    
    
    
    
    
    
    36,121Proceeds from issuance of Common Stock upon exercise of stock option
    
    
    
    
    
    
    
    
    
    
    187Purchase and retirement of the Companys Class A common stock
    
    
    
    
    
    
    (54
    )
    
    
    Preferred stock dividends paid
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net cash provided by (used in) financing activities
    
    
    (750
    )
    
    
    (804
    )
    
    
    35,558(Decrease) increase in cash and cash equivalents
    
    
    (7,910
    )
    
    
    (8,781
    )
    
    
    184Cash at beginning of period
    
    
    9,218
    
    
    
    17,999
    
    
    
    17,815Cash at end of period
    
    $
    1,308
    
    
    
    9,218
    
    
    
    17,999Supplementary disclosure of non-cash investing
and financing activitiesBFC and Woodbridge merger related transactions:Increase in other liabilities
    
    $
    4,604
    
    
    
    
    
    
    
    Increase in BFCs Class A Common Stock
    
    
    303
    
    
    
    
    
    
    
    Increase in additional paid-in capital
    
    
    94,676
    
    
    
    
    
    
    
    Decrease in BFCs non-controlling interest in Woodbridge
    
    
    (99,583
    )
    
    
    
    
    
    
    Net increase (decrease) in shareholders equity from
the effect of subsidiaries capital transactions, net of income taxes
    
    
    8,333
    
    
    
    2,398
    
    
    
    (101
    )Increase (decrease) in accumulated
other comprehensive income, net of taxes
    
    
    2,061
    
    
    
    (3,894
    )
    
    
    145Decrease in additional paid in capital from the re-classification of
the 5% Preferred Stock to Redeemable Preferred stock
    
    
    
    
    
    
    11,029
    
    
    
    BFCs pro rata share of the cumulative effect of
accounting changes recognized by Bluegreen
    
    
    485
    
    
    
    
    
    
    
    Cumulative effect adjustment change in accounting principle
    
    
    
    
    
    
    
    
    
    
    121
     251




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  37. Litigation
 BFC and its Wholly Owned Subsidiaries
 Appraisal Rights
  National Bank of South Carolina v. Core Communities of South Carolina, LLC, et al. South Carolina Court of Common Pleas, Fourteenth Judicial Circuit
  Bankruptcy of Levitt and Sons
 Joint Home Purchase Deposit Creditors Committee of Creditors Holding Unsecured
Claims
 252




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Class Action Litigation
  Surety Bond Claim
  Bluegreen Corporation
 Tennessee Tax Audit
  253




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Kelly Fair Labor Standards Act Lawsuit
 Steven Craig Kelly and Jack Clark, individually and on
behalf of others similarly situated v. Bluegreen Corporation
 Pennsylvania Attorney General Lawsuit
 Commonwealth of Pennsylvania
Acting by Attorney General Thomas W. Corbett, Jr. v. Bluegreen Corporation, Bluegreen Resorts,
Bluegreen Vacations Unlimited, Inc. and Great Vacation Destinations, Inc.
 Destin, Florida Deposit Dispute Lawsuit
 Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.,; Hubert A. Laird; and MSB of Destin, Inc.,
 254




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Mountain Lakes Mineral Rights
 Betty Yvon
Lesley et a1 v. Bluff Dale Development Corporation, Bluegreen Southwest One. L.P. et al., Betty Yvon Lesley et a1 v. Bluff Dale
Development Corporation, Bluegreen Southwest One. L.P. et al. Bluegreen Southwest One, L.P. et al. v. Betty Yvon Lesley et al.
 Property Owners Association of Mountain Lakes
Ranch, Inc. v. Bluegreen Southwest One, L.P. et al. th
 Catawba Falls Preserve Homeowners Association Demand Letter
  Marshall, et al. Lawsuit regarding Community Amenities
 William Marshall and Patricia
Marshall, et al. v. Bluegreen Southwest One, L.P., Bluegreen Southwest Land, Inc., Bluegreen
Corporation, Stephen Davis, and Bluegreen Communities of Texas, L.P.
 255




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Schwarz, et al. Lawsuit regarding Community Amenities
 Paul A. Schwarz and Barbara
S. Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
  38. Certain Relationships and Related Party Transactions
     256




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
        BankAtlantic BancorpClass A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    45,476
    
    
    $
    53.57Options non-vested
    
    
    6,181
    
    
    $
    95.10
   257




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
      39. Earnings (Loss) per Share
   258




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,(In thousands, except per share data)
    
    2009
    
    
    2008
    
    
    2007Basic (loss) earnings per common shareNumerator:Income (loss) from continuing operations
    
    $
    (84,762
    )
    
    
    (347,999
    )
    
    
    (253,704
    )Less: Noncontrolling interests (loss) income from continuing operations
    
    
    (124,345
    )
    
    
    (274,997
    )
    
    
    (219,603
    )Income (loss) attributable to BFC
    
    
    39,583
    
    
    
    (73,002
    )
    
    
    (34,101
    )Preferred stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Income (loss) allocable to common stock
    
    
    38,833
    
    
    
    (73,752
    )
    
    
    (34,851
    )Discontinued operations, net of taxes
    
    
    (11,931
    )
    
    
    19,388
    
    
    
    8,799Less: Noncontrolling interests (loss) income  discontinued operations
    
    
    1,931
    
    
    
    14,430
    
    
    
    7,560Discontinued operations, net of taxes attributable to BFC
    
    
    (13,862
    )
    
    
    4,958
    
    
    
    1,239Extraordinary gain, net of taxes
    
    
    
    
    
    
    9,145
    
    
    
    2,403Noncontrolling interests  extraordinary gain
    
    
    
    
    
    
    
    
    
    
    Extraordinary gain, net of taxes attributable to BFC
    
    
    
    
    
    
    9,145
    
    
    
    2,403Net income (loss) allocable to common shareholders
    
    $
    24,971
    
    
    
    (59,649
    )
    
    
    (31,209
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778Basic (loss) earnings per common share:Earnings (loss) per share from continuing operations
    
    $
    0.68
    
    
    
    (1.63
    )
    
    
    (0.90
    )Earnings (loss) per share from discontinued operations
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    0.03Earnings per share from extraordinary gain
    
    
    
    
    
    
    0.20
    
    
    
    0.06Basic earnings (loss) per share
    
    $
    0.44
    
    
    
    (1.32
    )
    
    
    (0.81
    )Diluted earnings (loss) per common share:Numerator:Income (loss) allocable to common stock
    
    $
    38,833
    
    
    
    (73,752
    )
    
    
    (34,851
    )Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    
    
    
    
    Income (loss) allocable to common stock after assumed dilution
    
    
    38,833
    
    
    
    (73,752
    )
    
    
    (34,851
    )Discontinued operations allocable to common stock after assumed dilution
    
    
    (13,862
    )
    
    
    4,958
    
    
    
    1,239Extraordinary gain allocable to common stock after assumed dilution
    
    
    
    
    
    
    9,145
    
    
    
    2,403Net income (loss) allocable to common stock after assumed dilution
    
    $
    24,971
    
    
    
    (59,649
    )
    
    
    (31,209
    )DenominatorBasic weighted average number of common shares outstanding
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778Effect of dilutive stock options and unvested restricted stock
    
    
    
    
    
    
    
    
    
    
    Diluted weighted average number of common shares outstanding
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778Diluted (loss) earnings per shareEarnings (loss) per share from continuing operations
    
    $
    0.68
    
    
    
    (1.63
    )
    
    
    (0.90
    )Earnings (loss) per share from discontinued operations
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    0.03Earnings per share from extraordinary gain
    
    
    
    
    
    
    0.20
    
    
    
    0.06Diluted earnings (loss) per share
    
    $
    0.44
    
    
    
    (1.32
    )
    
    
    (0.81
    )
  259




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 40.
    
    Selected Quarterly Results (Unaudited)
  First
    
    
    Second
    
    
    Third
    
    
    Fourth2009
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    TotalRevenues
    
    $
    97,135
    
    
    
    90,623
    
    
    
    89,745
    
    
    
    116,310
    
    
    
    393,813Costs and expenses
    
    
    155,504
    
    
    
    142,706
    
    
    
    189,128
    
    
    
    293,021
    
    
    
    780,359(58,369
    )
    
    
    (52,083
    )
    
    
    (99,383
    )
    
    
    (176,711
    )
    
    
    (386,546
    )Gain on bargain purchase of Bluegreen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,138
    
    
    
    183,138Gain on settlement of investment in
Woodbridges subsidiary
    
    
    40,369
    
    
    
    
    
    
    
    
    
    
    
    (10,690
    )
    
    
    29,679Equity in earnings from unconsolidated
affiliates
    
    
    6,495
    
    
    
    10,755
    
    
    
    12,213
    
    
    
    3,918
    
    
    
    33,381Impairment of unconsolidated affiliates
    
    
    (20,401
    )
    
    
    
    
    
    
    (10,780
    )
    
    
    
    
    
    
    (31,181
    )Impairment of investment
    
    
    (2,396
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Investment gains
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,654
    
    
    
    6,654Interest, dividend and other income
    
    
    1,873
    
    
    
    1,663
    
    
    
    1,611
    
    
    
    10,144
    
    
    
    15,291(Loss) income from continuing operations
before income taxes
    
    
    (32,429
    )
    
    
    (39,665
    )
    
    
    (96,339
    )
    
    
    16,453
    
    
    
    (151,980
    )Less: Provision (benefit) for income taxes
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    (67,221
    )
    
    
    (67,218
    )(Loss) income from continuing operations
    
    
    (32,429
    )
    
    
    (39,665
    )
    
    
    (96,342
    )
    
    
    83,674
    
    
    
    (84,762
    )Discontinued operations, net of income taxes
    
    
    3,397
    
    
    
    139
    
    
    
    (1,367
    )
    
    
    (14,100
    )
    
    
    (11,931
    )Net (loss) income
    
    
    (29,032
    )
    
    
    (39,526
    )
    
    
    (97,709
    )
    
    
    69,574
    
    
    
    (96,693
    )Less: Net loss attributable
to noncontrolling interests
    
    
    (18,629
    )
    
    
    (26,617
    )
    
    
    (43,697
    )
    
    
    (33,471
    )
    
    
    (122,414
    )Net (loss) income attributable to BFC
    
    
    (10,403
    )
    
    
    (12,909
    )
    
    
    (54,012
    )
    
    
    103,045
    
    
    
    25,721Preferred stock dividends
    
    
    (188
    )
    
    
    (187
    )
    
    
    (188
    )
    
    
    (187
    )
    
    
    (750
    )Net (loss) income allocable to common stock
    
    $
    (10,591
    )
    
    
    (13,096
    )
    
    
    (54,200
    )
    
    
    102,858
    
    
    
    24,971Basic Earnings (Loss) per Common Share(Loss) earnings per share
from continuing operations
    
    $
    (0.26
    )
    
    
    (0.29
    )
    
    
    (1.08
    )
    
    
    1.32
    
    
    
    0.68Earnings (loss) per share from
discontinued operations
    
    
    0.03
    
    
    
    0.00
    
    
    
    (0.01
    )
    
    
    (0.16
    )
    
    
    (0.24
    )Net (loss) income per common share
    
    $
    (0.23
    )
    
    
    (0.29
    )
    
    
    (1.09
    )
    
    
    1.16
    
    
    
    0.44Diluted Earnings (Loss) per Common Share(Loss) earnings per share from
continuing operations
    
    $
    (0.26
    )
    
    
    (0.29
    )
    
    
    (1.08
    )
    
    
    1.30
    
    
    
    0.68Earnings (loss) per share from
discontinued operations
    
    
    0.03
    
    
    
    0.00
    
    
    
    (0.01
    )
    
    
    (0.16
    )
    
    
    (0.24
    )Net (loss) income per common share
    
    $
    (0.23
    )
    
    
    (0.29
    )
    
    
    (1.09
    )
    
    
    1.14
    
    
    
    0.44Basic weighted average number of
common shares outstanding
    
    
    45,114
    
    
    
    45,126
    
    
    
    49,509
    
    
    
    88,795
    
    
    
    57,235Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    45,119
    
    
    
    45,126
    
    
    
    49,509
    
    
    
    89,929
    
    
    
    57,235
   260




---



##### 



BFC Financial Corporation
Notes to Consolidated Financial Statements
 First
    
    
    Second
    
    
    Third
    
    
    Fourth2008
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    TotalRevenues
    
    $
    113,197
    
    
    
    124,365
    
    
    
    126,507
    
    
    
    102,372
    
    
    
    466,441Costs and expenses
    
    
    172,412
    
    
    
    172,493
    
    
    
    156,643
    
    
    
    209,892
    
    
    
    711,440(59,215
    )
    
    
    (48,128
    )
    
    
    (30,136
    )
    
    
    (107,520
    )
    
    
    (244,999
    )Equity in earnings from unconsolidated affiliates
    
    
    1,803
    
    
    
    1,443
    
    
    
    7,178
    
    
    
    4,640
    
    
    
    15,064Impairment of unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    (53,583
    )
    
    
    (42,996
    )
    
    
    (96,579
    )Impairment of investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,548
    )
    
    
    (15,548
    )Investment gains
    
    
    
    
    
    
    1,281
    
    
    
    795
    
    
    
    
    
    
    
    2,076Interest, dividend and other income
    
    
    3,995
    
    
    
    2,297
    
    
    
    2,494
    
    
    
    (1,036
    )
    
    
    7,750Loss from continuing operations
before income taxes
    
    
    (53,417
    )
    
    
    (43,107
    )
    
    
    (73,252
    )
    
    
    (162,460
    )
    
    
    (332,236
    )Provision (benefit) for income taxes
    
    
    (19,062
    )
    
    
    (15,409
    )
    
    
    (12,641
    )
    
    
    62,875
    
    
    
    15,763Loss from continuing operations
    
    
    (34,355
    )
    
    
    (27,698
    )
    
    
    (60,611
    )
    
    
    (225,335
    )
    
    
    (347,999
    )Discontinued operations, less income tax
provision
    
    
    2,276
    
    
    
    955
    
    
    
    7,805
    
    
    
    8,352
    
    
    
    19,388Extraordinary gain, less income tax
    
    
    
    
    
    
    
    
    
    
    9,145
    
    
    
    
    
    
    
    9,145Net loss
    
    
    (32,079
    )
    
    
    (26,743
    )
    
    
    (43,661
    )
    
    
    (216,983
    )
    
    
    (319,466
    )Net loss attributable to noncontrolling interests
    
    
    (26,208
    )
    
    
    (21,826
    )
    
    
    (48,870
    )
    
    
    (163,663
    )
    
    
    (260,567
    )Net (loss) income attributable to BFC
    
    
    (5,871
    )
    
    
    (4,917
    )
    
    
    5,209
    
    
    
    (53,320
    )
    
    
    (58,899
    )Preferred Stock dividends
    
    
    (188
    )
    
    
    (187
    )
    
    
    (187
    )
    
    
    (188
    )
    
    
    (750
    )Net (loss) income allocable to common stock
    
    $
    (6,059
    )
    
    
    (5,104
    )
    
    
    5,022
    
    
    
    (53,508
    )
    
    
    (59,649
    )Basic Earnings (Loss) per Common ShareLoss per share from continuing operations
    
    $
    (0.14
    )
    
    
    (0.11
    )
    
    
    (0.13
    )
    
    
    (1.25
    )
    
    
    (1.63
    )Earnings per share from discontinued operations
    
    
    0.01
    
    
    
    0.00
    
    
    
    0.04
    
    
    
    0.06
    
    
    
    0.11Earnings per share from extraordinary gain
    
    
    
    
    
    
    
    
    
    
    0.20
    
    
    
    
    
    
    
    0.20Net (loss) income per common share
    
    $
    (0.13
    )
    
    
    (0.11
    )
    
    
    0.11
    
    
    
    (1.19
    )
    
    
    (1.32
    )Diluted Earnings (Loss) per Common ShareLoss per share from continuing operations
    
    $
    (0.14
    )
    
    
    (0.11
    )
    
    
    (0.13
    )
    
    
    (1.25
    )
    
    
    (1.63
    )Earnings per share from discontinued operations
    
    
    0.01
    
    
    
    0.00
    
    
    
    0.04
    
    
    
    0.06
    
    
    
    0.11Earnings per share from extraordinary gain
    
    
    
    
    
    
    
    
    
    
    0.20
    
    
    
    
    
    
    
    0.20Net (loss) income per common share
    
    $
    (0.13
    )
    
    
    (0.11
    )
    
    
    0.11
    
    
    
    (1.19
    )
    
    
    (1.32
    )Basic weighted average number of
common shares outstanding
    
    
    45,103
    
    
    
    45,112
    
    
    
    45,102
    
    
    
    45,069
    
    
    
    45,097Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    45,103
    
    
    
    45,112
    
    
    
    45,102
    
    
    
    45,069
    
    
    
    45,097
  261




---



##### 



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND FINANCIAL DISCLOSURE
  262




---



##### 



ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework
   263




---



##### 



Scope of Managements Report on Internal Control over Financial Reporting
   Changes in Internal Control over Financial Reporting
  264




---



##### 



ITEM 9B. OTHER INFORMATION
  
 PART III
   Number of securitiesRemaining available forNumber of securities to
    
    
    Weighted-average
    
    
    future issuance underbe issued upon exercise
    
    
    exercise price of
    
    
    equity compensation plansof outstanding options
    
    
    of outstanding options
    
    
    (excluding outstandingPlan category
    
    warrants or rights
    
    
    warrants or rights
    
    
    options)Equity compensation plans
approved by security
holders
    
    
    2,530,983
    
    
    $
    0.41
    
    
    
    4,104,996Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,530,983
    
    
    $
    0.41
    
    
    
    4,104,996
 265




---



##### 



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Documents Filed as Part of this Report:
 (1)
    
    Financial StatementsThe following consolidated financial statements of BFC Financial Corporation and its
subsidiaries are included herein under Part II, Item 8 of this Report.
        (2)
    
    Financial Statement SchedulesAudited Financial Statements of Bluegreen Corporation for the three years ended
December 31, 2009 (See Exhibit 99.1)Schedules not listed above are omitted as the required information is either not
applicable or is presented in the financial statements or related notes.
 266




---



##### 



(3)
    
    ExhibitsThe following exhibits are either filed as a part of or furnished with this report or are
incorporated herein by reference to documents previously filed as indicated below:
 ExhibitNumber
    
    Description
    
    Reference3.1
    
    Amended and Restated Articles of Incorporation,
effective October 8, 1997
    
    Exhibit 3.1 of
Registrants Registration
Statement on Form 8-A
filed October 16, 19973.2
    
    Amendment to the Amended and Restated Articles
of Incorporation, effective June 18, 2002
    
    Exhibit 4 of Registrants
Current Report on Form
8-K, filed June 27, 20023.3
    
    Amendment to the Amended and Restated Articles
of Incorporation, effective April 15, 2003
    
    Appendix B of
Registrants Definitive
Proxy Statement on
Schedule 14A filed April
18, 20033.4
    
    Amendment to the Amended and Restated Articles
of Incorporation, effective February 7, 2005
    
    Appendix A of
Registrants Definitive
Information Statement on
Schedule 14C filed
January 18, 20053.5
    
    Amendment to the Amended and Restated Articles
of Incorporation, effective June 22, 2004, as
amended on December 17, 2008
    
    Exhibit 3.1 of
Registrants Current
Report on Form 8-K filed
December 18, 20083.6
    
    Amendment to the Amended and Restated Articles
of Incorporation, effective May 19, 2009
    
    Appendix A of
Registrants Definitive
Proxy Statement on
Schedule 14A filed April
29, 20093.7
    
    Amendment to the Amended and Restated Articles
of Incorporation, effective September 21, 2009
    
    Annex D of Registrants
Joint Proxy
Statement/Prospectus that
forms a part of Amendment
No. 1 to Registration
Statement on Form S-4
filed August 14, 20093.8
    
    Amendment to the Amended and Restated Articles
of Incorporation, effective September 21, 2009
    
    Exhibit 3.8 of
Registrants Current
Report on Form 8-K filed
September 25, 20093.9
    
    By-laws, as amended, effective September 21, 2009
    
    Annex E of Registrants
Joint Proxy
Statement/Prospectus that
forms a part of Amendment
No. 1 to Registration
Statement on Form S-4
filed August 14, 200910.1
    
    BFC Financial Corporation 2005 Stock Incentive
Plan, as amended on May 19, 2009
    
    Appendix B to the
Registrants Definitive
Proxy Statement on
Schedule 14A filed on
April 29, 200910.2
    
    BFC Financial Corporation Stock Option Plan
    
    Appendix A to the
Registrants Definitive
Proxy Statement on
Schedule 14A filed on
July 31, 1996.21.1
    
    Subsidiaries of the Registrant
    
    Filed with this Report23.1
    
    Consent of PricewaterhouseCoopers LLP
    
    Filed with this Report23.2
    
    Consent of Ernst & Young LLP
    
    Filed with this Report31.1
    
    Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed with this Report31.2
    
    Certification of Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed with this Report31.3
    
    Certification of Chief Accounting Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
    
    Filed with this Report32.1
    
    Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
    
    Furnished with this Report32.2
    
    Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
    
    Furnished with this Report32.3
    
    Certification of Chief Accounting Officer
pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
    
    Furnished with this Report99.1
    
    Audited financial statements of Bluegreen
Corporation for the three years ended December
31, 2009
    
    Filed with this Report
 267




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##### 



SIGNATURES
  BFC FINANCIAL CORPORATIONApril 12, 2010
    By:
    /s/ Alan B. LevanAlan B. Levan, Chairman of the Board,President and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Alan B. Levan
    
    
    
    April 12, 2010Alan B. Levan
    
    Chairman of the Board, President and
Chief Executive
Officer/s/ John E. Abdo
    
    
    
    April 12, 2010John E. Abdo
    
    Vice Chairman of the Board/s/ Seth M. Wise
    
    
    
    April 12, 2010Seth M. Wise
    
    Executive Vice President and Director/s/ John K. Grelle
    
    
    
    April 12, 2010John K. Grelle
    
    Chief Financial Officer/s/ Maria R. Scheker
    
    
    
    April 12, 2010Maria R. Scheker
    
    Chief Accounting Officer/s/ James Blosser
    
    
    
    April 12, 2010James Blosser
    
    Director/s/ D. Keith Cobb
    
    
    
    April 12, 2010D. Keith Cobb
    
    Director/s/ Darwin Dornbush
    
    
    
    April 12, 2010Darwin Dornbush
    
    Director/s/ Oscar J. Holzmann
    
    
    
    April 12, 2010Oscar J. Holzmann
    
    Director/s/ Jarett Levan
    
    
    
    April 12, 2010Jarett Levan
    
    Director/s/ Alan Levy
    
    
    
    April 12, 2010Alan Levy
    
    Director/s/ Joel Levy
    
    
    
    April 12, 2010Joel Levy
    
    Director/s/ William Nicholson
    
    
    
    April 12, 2010William Nicholson
    
    Director/s/ William Scherer
    
    
    
    April 12, 2010William Scherer
    
    Director/s/ Neil A. Sterling
    
    
    
    April 12, 2010Neil A. Sterling
    
    Director
 268