##### Table of Contents



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, 2010
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number
001-09071
 BFC Financial Corporation
  Florida
    
    59-2022148(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S Employer Identification No.)
 2100 West Cypress Creek Road 
Fort 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 þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   
 Documents Incorporated by Reference




---



##### 



BFC Financial Corporation
Annual Report on Form 10-K for the Year Ended December 31, 2010
  
 TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    37Item 1B. Unresolved Staff Comments
    
    
    59Item 2. Properties
    
    
    60Item 3. Legal Proceedings
    
    
    61Item 4. (Removed and Reserved)
    
    
    66PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    67Item 6. Selected Financial Data
    
    
    69Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    71Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    154Item 8. Financial Statements and Supplementary Data
    
    
    158Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    285Item 9A. Controls and Procedures
    
    
    286Item 9B. Other Information
    
    
    288PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    288Item 11. Executive Compensation
    
    
    288Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    288Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    288Item 14. Principal Accounting Fees and Services
    
    
    288PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    289SIGNATURES
    
    
    291EX-10.3EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3EX-99.1
  2




---



##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
   
    
    risks associated with the Companys current business strategy, including the risk that
BFC will not be in a position to provide strategic support to its affiliated entities or
that such support will not achieve the anticipated benefits;
    
    BFC has negative cash flow and limited sources of cash which may present certain risks
to its ongoing operations;
    
    the impact of economic, competitive and other factors affecting the Company and its
subsidiaries, and their operations, markets, products and services;
    
    the risk that creditors of the Companys subsidiaries or other third parties may seek
to recover distributions or dividends made by such subsidiaries or other amounts owed by
such subsidiaries from their respective parent companies, including BFC;
    
    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;
    
    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 the risk 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;
    
    strategic alternatives being evaluated by entities in which the Company has investments
may not ultimately be pursued or consummated on terms expected or at all;
    
    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 restrictions 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 uncertainty regarding the amount of cash that will be required to be paid to
Woodbridge shareholders who exercised appraisal rights in connection with Woodbridges
merger with BFC;
    
    the risk that negotiations and agreements relating to the resolution of Woodbridges
indebtedness and releases under any or all of the debt may not be obtained;
 3




---



##### Table of Contents




    
    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;
    
    the preparation of financial statements in accordance with GAAP involves making
estimates, judgments and assumptions, and any changes in estimates, judgments and
assumptions used could have a material adverse impact on our financial condition and
operating results;
    
    the risk that the amount of any tax refund that we may receive in the future may be
less than expected, or received later than expected;
    
    uncertainties regarding enacted or currently proposed legislation regarding regulation
of companies within the financial services industry, including bank holding companies, and
the potential impact of such legislation on our operations and the operations of
BankAtlantic Bancorp, as well as the risk that BFC will be required by the OTS to enter
into a Cease and Desist Order with respect to its ownership of BankAtlantic Bancorp;
    
    the risks related to litigation and other legal proceedings against BFC and its
subsidiaries, including the costs and expenses of such proceedings, including legal and
other professional fees, as well as the impact of any finding of liability or damages on
our financial condition and operating results; 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 or sustained high unemployment rates on its
business generally, BankAtlantics regulatory capital ratios, the ability of its borrowers
to service their obligations and its customers to maintain account balances and the value
of collateral securing its loans;
    
    credit risks and loan losses, and the related sufficiency of the allowance for loan
losses, including the impact on the credit quality of BankAtlantic Bancorps 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 Bancorps trade area and where its collateral is
located;
    
    the risks of additional charge-offs, impairments and required increases in BankAtlantic
Bancorps allowance for loan losses associated with the economy;
    
    the impact of regulatory proceedings and litigation regarding overdraft fees;
    
    the risks associated with maintaining compliance with the Cease and Desist Orders
entered into by BankAtlantic Bancorp and BankAtlantic, including risks that compliance will
adversely impact operations, risks associated with failing to comply with regulatory
mandates and the risk of imposition of additional regulatory requirements and/or fines;
    
    the uncertain impact of legal proceedings on BankAtlantic Bancorps financial condition
or operations including the risk that the securities class action litigation verdict may
not be overturned on appeal;
    
    the risk that changes in interest rates and the effects of, and changes in, trade,
monetary and fiscal policies and laws including their impact on BankAtlantics net interest
margin;
    
    adverse conditions in the stock market, the public debt market and other financial and
credit markets and the impact of such conditions on BankAtlantic Bancorps activities and
ability to raise capital;
    
    the sale of BankAtlantics Tampa branches may not be completed as announced or at all
and may not have the positive financial impact currently anticipated;
    
    BankAtlantic Bancorps expense reduction initiatives may not be successful and
additional cost savings may not be achieved;
    
    BankAtlantic Bancorp may raise additional capital and such capital may be highly
dilutive to BankAtlantic Bancorps shareholders, including BFC, or may not be available,
and depending on the number of shares issued, BankAtlantic Bancorps ability to use its net
operating loss carryforwards against taxable income may be limited;
    
    the risks associated with the impact of periodic valuation testing of goodwill, deferred
tax assets and other assets; and
    
    BankAtlantic Bancorps success at managing the risks involved in the foregoing.
  4




---



##### Table of Contents




    
    the overall state of the economy, interest rates and the availability of financing may
affect Bluegreens ability to market vacation ownership interests (VOIs) and
residential homesites;
    
    Bluegreen would incur substantial losses and its liquidity position could be adversely
impacted if the customers it finances default on their obligations;
    
    while Bluegreen has attempted to restructure its business to reduce its need for and
reliance on financing for liquidity in the short term, there is no assurance that such
restructuring will be successful or that its business and profitability will not
otherwise continue to depend on its ability to obtain financing, which may not be
available on favorable terms, or at all;
    
    Bluegreens results of operations and financial condition in the past have been and
may in the future continue to be adversely impacted if its estimates concerning its notes
receivable are incorrect;
    
    Bluegreens future success depends on its ability to market its products successfully
and efficiently;
    
    Bluegreen is subject to the risks of the real estate market and the risks associated
with real estate development, including the continued decline in real estate values and
the deterioration of real estate sales;
    
    Bluegreen may not be successful in increasing or expanding its fee-based services
relationships and its fee-based service activities may not be profitable, which may have
an adverse impact on its results of operations and financial condition;
    
    Bluegreens exploration of strategic alternatives for its Bluegreen Communities
involves a number of risks;
    
    claims for development-related defects could adversely affect Bluegreens financial
condition and operating results;
    
    the resale market for VOIs could adversely affect Bluegreens business;
    
    Bluegreens initiatives to increase the amount of cash received upon sales of VOIs
and to achieve selling and marketing efficiencies in its Bluegreen Resorts segment may
not be successful;
    
    Bluegreen 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, and results of audits of Bluegreens tax
returns or those of its subsidiaries may have a material and adverse impact on its
financial condition;
    
    low consumer demand for homesites has had and may continue to have an adverse impact
on Bluegreens Communities segment;
    
    environmental liabilities, including claims with respect to mold or hazardous or toxic
substances, could have a material adverse impact on Bluegreens business;
    
    the ratings of third-party rating agencies could adversely impact Bluegreens ability
to obtain, renew, or extend credit facilities, debt, or otherwise raise capital;
    
    in the near term, Bluegreen has significant debt maturing and advance periods expiring
on its receivable-backed credit facilities, which could adversely impact its liquidity
position, and, it may not be successful in refinancing or renewing the debt on favorable
terms, if at all;
    
    Bluegreens financial statements are prepared based on certain estimates, including
those related to future cash flows which in turn are based upon expectations of its
performance given current and projected forecasts of the economy and real estate markets,
and Bluegreens results and financial condition may be materially and adversely impacted
if the adverse conditions in the real estate market continue for longer than expected or
deteriorate further or if its performance does not otherwise meet its expectations;
    
    the loss of the services of Bluegreens key management and personnel could adversely
affect its business; and
    
    Bluegreens success at managing the risks involved in the foregoing.
  The Company
  5




---



##### Table of Contents



6




---



##### Table of Contents



Available Information
 www.bfcfinancial.com
 Recent Developments
 Deconsolidation of Certain Subsidiaries of Core 
 BankAtlantic
Bancorp and BankAtlantic
 BFC Parent Company (BFC Parent)
 Business Segments
   7




---



##### Table of Contents



Real Estate and Other Activities
  BFC Activities
   Investment in Benihana
   Other Operations
   8




---



##### Table of Contents



9




---



##### Table of Contents



Real Estate Operations
  Core Communities
     Carolina Oak
  10




---



##### Table of Contents



Real Estate
  Cypress Creek Holdings
  Levitt and Sons
    11




---



##### Table of Contents



Real Estate
  Bluegreen
   Bluegreen Resorts
   12




---



##### Table of Contents



Real Estate
      Liquidity and Capital Resources
 Bluegreen Communities
   13




---



##### Table of Contents



Real Estate
     14




---



##### Table of Contents



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, 2010 filed with the Securities
and Exchange Commission. Accordingly, references to the
Company, the Parent 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.
  Recent Developments
     15




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantic
   
    
    attracting checking and savings deposits from individuals and business customers,
    
    originating commercial non-mortgage, consumer and small business loans,
    
    holding and actively managing its commercial real estate loan portfolio,
    
    purchasing wholesale residential loans, and
    
    purchasing investments including primarily mortgage-backed and municipal securities
and tax certificates.
 BankAtlantics business strategy
   For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Total risk-based capital
    
    
    %
    
    
    
    11.72
    
    
    
    12.56
    
    
    
    11.63Tier 1 risk-based
capital
    
    
    %
    
    
    
    9.68
    
    
    
    10.63
    
    
    
    9.80Tier 1/core capital
    
    
    %
    
    
    
    6.22
    
    
    
    7.58
    
    
    
    6.80
   16




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  
    
    Focused efforts and enhanced staffing relating to loan work-outs, collection
processes and valuations;
    
    Ceased originating land and residential acquisition, development and construction
loans;
    
    Substantially reduced home equity loan originations through underwriting
requirements based on lower loan to value ratios;
    
    Froze certain home equity loan unused lines of credit based on declines in borrower
credit scores or the market value of loan collateral; and
    
    Transferred certain non-performing commercial real estate loans to the Parent
Company in March 2008 in exchange for $94.8 million.
   Loan products
  Residential:
  Commercial Real Estate :
 17




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   Commercial residential real estate loans
 Commercial real estate owner occupied loans
 Commercial real estate land loans
 Commercial other real estate loans
  18




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 Standby Letters of Credit and Commitments:
 Commercial non-mortgage loans:
 Consumer :
 Small Business:
  As of December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    Pct
    
    
    Amount
    
    
    PctLoans receivable:Real estate loans:Residential
    
    $
    1,222
    
    
    
    40.31
    
    
    
    1,550
    
    
    
    42.35
    
    
    
    1,930
    
    
    
    45.34
    
    
    
    2,156
    
    
    
    47.66
    
    
    
    2,151
    
    
    
    46.81Consumer  home equity
    
    
    604
    
    
    
    19.92
    
    
    
    670
    
    
    
    18.31
    
    
    
    719
    
    
    
    16.89
    
    
    
    676
    
    
    
    14.94
    
    
    
    562
    
    
    
    12.23Construction and development
    
    
    145
    
    
    
    4.78
    
    
    
    223
    
    
    
    6.09
    
    
    
    301
    
    
    
    7.07
    
    
    
    416
    
    
    
    9.20
    
    
    
    475
    
    
    
    10.34Commercial
    
    
    744
    
    
    
    24.54
    
    
    
    897
    
    
    
    24.51
    
    
    
    930
    
    
    
    21.85
    
    
    
    882
    
    
    
    19.49
    
    
    
    973
    
    
    
    21.17Small business
    
    
    203
    
    
    
    6.70
    
    
    
    213
    
    
    
    5.82
    
    
    
    219
    
    
    
    5.14
    
    
    
    212
    
    
    
    4.69
    
    
    
    187
    
    
    
    4.07Other loans:Commercial non-mortgage
    
    
    134
    
    
    
    4.42
    
    
    
    154
    
    
    
    4.21
    
    
    
    143
    
    
    
    3.36
    
    
    
    131
    
    
    
    2.9
    
    
    
    157
    
    
    
    3.42Small business non-mortgage
    
    
    99
    
    
    
    3.26
    
    
    
    99
    
    
    
    2.70
    
    
    
    108
    
    
    
    2.54
    
    
    
    106
    
    
    
    2.34
    
    
    
    98
    
    
    
    2.13Consumer
    
    
    19
    
    
    
    0.63
    
    
    
    21
    
    
    
    0.57
    
    
    
    26
    
    
    
    0.61
    
    
    
    31
    
    
    
    0.68
    
    
    
    26
    
    
    
    0.57Loans held for sale
    
    
    21
    
    
    
    0.69
    
    
    
    4
    
    
    
    0.11
    
    
    
    3
    
    
    
    0.07
    
    
    
    4
    
    
    
    0.09
    
    
    
    9
    
    
    
    0.20Total
    
    
    3,191
    
    
    
    105.26
    
    
    
    3,831
    
    
    
    104.67
    
    
    
    4,379
    
    
    
    102.87
    
    
    
    4,614
    
    
    
    101.99
    
    
    
    4,638
    
    
    
    100.94Adjustments:Unearned discounts
(premiums)
    
    
    (2
    )
    
    
    (0.06
    )
    
    
    (3
    )
    
    
    (0.08
    )
    
    
    (3
    )
    
    
    (0.07
    )
    
    
    (4
    )
    
    
    (0.09
    )
    
    
    (1
    )
    
    
    (0.02
    )Allowance for loan losses
    
    
    161
    
    
    
    5.31
    
    
    
    174
    
    
    
    4.75
    
    
    
    125
    
    
    
    2.94
    
    
    
    94
    
    
    
    2.08
    
    
    
    44
    
    
    
    0.96Total loans
receivable, net
    
    $
    3,032
    
    
    
    100.00
    
    
    
    3,660
    
    
    
    100.00
    
    
    
    4,257
    
    
    
    100.00
    
    
    
    4,524
    
    
    
    100.00
    
    
    
    4,595
    
    
    
    100.00
  19




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  As of December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007Builder land bank loans
    
    $
    10
    
    
    
    44
    
    
    
    62
    
    
    
    150Land acquisition and development
loans
    
    
    119
    
    
    
    172
    
    
    
    210
    
    
    
    245Land acquisition, development and
construction loans
    
    
    4
    
    
    
    11
    
    
    
    32
    
    
    
    108Total commercial residential
loans
    
    $
    133
    
    
    
    227
    
    
    
    304
    
    
    
    503
 Investments
 Securities available for sale:
 Tax Certificates:
 20




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  CorporateTreasury
    
    
    
    
    
    
    
    
    
    
    Mortgage-
    
    
    Bond
    
    
    
    
    
    
    WeightedTax
    
    
    and
    
    
    Tax-Exempt
    
    
    Taxable
    
    
    Backed
    
    
    and
    
    
    
    
    
    
    AverageCertificates
    
    
    Agencies
    
    
    Securities
    
    
    Securities
    
    
    Securities
    
    
    Other
    
    
    Total
    
    
    YieldDecember 31, 2010Maturity: (1)One year or less
    
    $
    34,725
    
    
    
    
    
    
    
    160,395
    
    
    
    19,922
    
    
    
    
    
    
    
    
    
    
    
    215,042
    
    
    
    1.70
    %After one through five years
    
    
    56,013
    
    
    
    60,143
    
    
    
    1,728
    
    
    
    
    
    
    
    216
    
    
    
    
    
    
    
    118,100
    
    
    
    3.24After five through ten years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,406
    
    
    
    
    
    
    
    24,406
    
    
    
    3.64After ten years
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,261
    
    
    
    
    
    
    
    156,261
    
    
    
    2.57Fair values (2)
    
    $
    90,738
    
    
    
    60,143
    
    
    
    162,123
    
    
    
    19,922
    
    
    
    180,883
    
    
    
    
    
    
    
    513,809
    
    
    
    2.41
    %Amortized cost (2)
    
    $
    89,789
    
    
    
    60,000
    
    
    
    162,113
    
    
    
    19,936
    
    
    
    171,253
    
    
    
    
    
    
    
    503,091
    
    
    
    3.37
    %Weighted average yield based
on fair values
    
    
    5.46
    
    
    
    5.66
    
    
    
    0.95
    
    
    
    1.32
    
    
    
    3.41
    
    
    
    
    
    
    
    2.41Weighted average maturity (yrs)
    
    
    2.1
    
    
    
    2.7
    
    
    
    0.50
    
    
    
    0.53
    
    
    
    20.58
    
    
    
    
    
    
    
    7.88December 31, 2009Fair values (2)
    
    $
    112,472
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    319,292
    
    
    
    250
    
    
    
    432,014
    
    
    
    4.00
    %Amortized cost (2)
    
    $
    110,991
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    307,314
    
    
    
    250
    
    
    
    418,555
    
    
    
    5.35
    %December 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
    %
 
 (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 the Parent Company with a cost of $1.5 million,
$1.5 million and $3.6 million and a fair value of $1.5 million, $1.5 million and $4.1
million, at December 31, 2010, 2009 and 2008, respectively, were excluded from the above
table. At December 31, 2010, equities held by BankAtlantic with a cost of $1.3 million and
a fair value of $1.3 million were excluded from the above table.  December 31, 2010 (1)Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueTax certificates:Cost equals market
    
    $
    89,789
    
    
    
    949
    
    
    
    
    
    
    
    90,738Securities available for sale:Investment securities:Cost equals market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market over cost
    
    
    76,436
    
    
    
    41
    
    
    
    
    
    
    
    76,477Cost over market
    
    
    105,613
    
    
    
    
    
    
    
    (45
    )
    
    
    105,568Mortgage-backed securities :Cost equals market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market over cost
    
    
    231,253
    
    
    
    9,773
    
    
    
    
    
    
    
    241,026Cost over market
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    503,091
    
    
    
    10,763
    
    
    
    (45
    )
    
    
    513,809
 
 (1)
    
    The above table excludes equity securities held by the Parent Company with a cost and
fair value of $1.5 million at December 31, 2010 and equities held by BankAtlantic with a cost
and fair value of $1.3 million at December 31, 2010. 21




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 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 Federal Deposit Insurance Corporation (FDIC). See note 21 to 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 22 to the Notes to Consolidated Financial Statements for more
information regarding BankAtlantics treasury tax and loan borrowings.
  Parent Company
  22




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  As of December 31, 2010GrossCarrying
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    12,226
    
    
    
    
    
    
    
    12,226Securities available for sale
    
    
    10
    
    
    
    2
    
    
    
    8Private investment securities
    
    
    1,500
    
    
    
    
    
    
    
    1,500Total
    
    $
    13,736
    
    
    
    2
    
    
    
    13,734
  (in millions)
    
    AmountCommercial residential real estate loans
    
    $
    10Commercial other
    
    
    7Total commercial loans
    
    
    17Real estate owned
    
    
    10Total loans and real estate owned
    
    $
    27
 23




---



##### Table of Contents



Employees
   Competition
 Bluegreen
  BankAtlantic Bancorp
    Regulation
 BFC
  24




---



##### Table of Contents



(i)
    
    incur, issue, renew or roll over any current lines of credit, guarantee the
debt of any other entity or otherwise incur any additional debt, except as contemplated
by BFCs business plan or in connection with BankAtlantics compliance requirements
applicable to it;(ii)
    
    declare or make any dividends or other capital distributions other than
dividends payable on BFCs currently outstanding preferred stock of approximately
$187,500 a quarter; or(iii)
    
    enter into any new agreements, contracts or arrangements or materially modify
any existing agreements, contracts or arrangements with BankAtlantic not consistent
with past practices.
  Regulation of Federal Savings Associations
 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.
   25




---



##### Table of Contents



The Dodd-Frank Act
   
    
    Principal changes for federal thrifts and savings and loan holding companies.The
Dodd-Frank Act preserves the charter for federal thrifts, but will eliminate the OTS as the
primary federal regulator for federal thrifts and savings and loan holding companies. The
OTS will be abolished by April 2012 and its functions and personnel distributed among the
OCC, FDIC, and the Federal Reserve. Primary jurisdiction for the supervision and regulation
of federal thrifts, including BankAtlantic, will be transferred to the OCC; supervision and
regulation of savings and loan holding companies, including BFC and BankAtlantic Bancorp,
will be transferred to the Federal Reserve. Although the Dodd-Frank Act maintains the
federal thrift charter, it eliminates certain benefits of the charter and imposes new
penalties for failure to comply with the QTL test. Under the Dodd-Frank Act, risk-based and
leverage capital standards currently applicable to U.S. insured depository institutions
will be imposed on U.S. bank holding companies and savings and loan holding companies, and
depository institutions and their holding companies will be subject to minimum risk-based
and leverage capital requirements on a consolidated basis. In addition, the Dodd-Frank Act
requires that savings and loan holding companies be well-capitalized and well managed in
the same manner as bank holding companies in order to engage in the expanded financial
activities permissible only for a financial holding company.
    
    Source of strength.The Dodd-Frank Act requires all companies, including savings and
loan holding companies, that directly or indirectly control an insured depository
institution to serve as a source of strength for the institution. Under this requirement,
regulations may seek to require BFC and/or BankAtlantic Bancorp to provide financial
assistance to BankAtlantic.
    
    Limitation on federal preemption. The Dodd-Frank Act significantly reduces the ability
of national banks and federal thrifts to rely upon federal preemption of state consumer
financial laws. Although the OCC, as the new primary regulator of federal thrifts, will
have the ability to make preemption determinations where certain conditions are met, the
broad rollback of federal preemption has the potential to create a patchwork of federal and
state compliance obligations. This could, in turn, result in significant new regulatory
requirements applicable to BFC, BankAtlantic Bancorp and BankAtlantic, potentially
significant changes in our operations and increases in our compliance costs. It could also
result in uncertainty concerning compliance, with attendant regulatory and litigation
risks.
 26




---



##### Table of Contents




    
    Mortgage loan origination and risk retention. The Dodd-Frank Act contains additional
regulatory requirements that may affect our operations and result in increased compliance
costs. For example, the Dodd-Frank Act imposes new standards for mortgage loan originations
on all lenders, including banks and thrifts, in
an effort to require steps to verify a borrowers ability to repay. In addition, the
Dodd-Frank Act generally requires lenders or securitizers to retain an economic interest in
the credit risk relating to loans the lender sells or mortgage and other asset-backed
securities that the securitizer issues. The risk retention requirement generally will be 5%,
but could be increased or decreased by regulation.
    
    Imposition of restrictions on certain activities. The Dodd-Frank Act requires new
regulations for the over-the-counter derivatives market, including requirements for
clearing, exchange trading, capital, margin, and reporting. Additionally, the Dodd-Frank
Act requires that certain swaps and derivatives activities be pushed out of insured
depository institutions and conducted in non-bank affiliates, significantly restricts the
ability of a member of a depository institution holding company group to invest in or
sponsor certain private funds, and broadly restricts such entities from engaging in
proprietary trading, subject to limited exemptions. These restrictions may affect our
ability to manage certain risks in our business.
 
    
    Expanded FDIC resolution authority. While insured depository institutions are currently
subject to the FDICs resolution process, the Dodd-Frank Act creates a new mechanism for
the FDIC to conduct the orderly liquidation of certain covered financial companies,
including bank and thrift holding companies and systemically significant non-bank financial
companies. Upon certain findings being made, the FDIC may be appointed receiver for a
covered financial company, and would be tasked with conducting an orderly liquidation of
the entity. The FDIC liquidation process is modeled on the existing Federal Deposit
Insurance Act, or FDI Act, bank resolution regulations, and generally gives the FDIC more
discretion than in the traditional bankruptcy context.
    
    Consumer Financial Protection Bureau (CFPB). The Dodd-Frank Act creates a new
independent CFPB within the Federal Reserve. The CFPB is tasked with establishing and
implementing rules and regulations under certain federal consumer protection laws with
respect to the conduct of providers of certain consumer financial products and services.
The CFPB has rulemaking authority over many of the statutes governing products and services
offered to bank and thrift consumers. For banking organizations with assets of $10 billion
or more, the CFPB has exclusive rule making and examination, and primary enforcement
authority under federal consumer financial law. In addition, the Dodd-Frank Act permits
states to adopt consumer protection laws and regulations that are stricter than those
regulations promulgated by the CFPB. Compliance with any such new regulations would
increase our cost of operations.
    
    Deposit insurance. The Dodd-Frank Act makes permanent the general $250,000 deposit
insurance limit for insured deposits. The Dodd-Frank Act also extends until January 1,
2013, federal deposit coverage for the full net amount held by depositors in non-interest
bearing transaction accounts. Amendments to the FDI Act also revise the assessment base
against which an insured depository institutions deposit insurance premiums paid to the
Deposit Insurance Fund (DIF) will be calculated. Under the amendments, the assessment
base will no longer be the institutions deposit base, but rather its average consolidated
total assets less its average tangible equity. Additionally, the Dodd-Frank Act makes
changes to the minimum designated reserve ratio of the DIF, increasing the minimum from
1.15 percent to 1.35 percent of the estimated amount of total insured deposits, and
eliminating the requirement that the FDIC pay dividends to depository institutions when the
reserve ratio exceeds certain thresholds. Several of these provisions could increase the
FDIC deposit insurance premiums paid by BankAtlantic.
    
    Transactions with affiliates and insiders. The Dodd-Frank Act generally enhances the
restrictions on transactions with affiliates under Section 23A and 23B of the Federal
Reserve Act, including an expansion of the definition of covered transactions and an
increase in the amount of time for which collateral requirements regarding covered credit
transactions must be satisfied. Insider transaction limitations are expanded through the
strengthening of loan restrictions to insiders and the expansion of the types of
transactions subject to the various limits, including derivatives transactions, repurchase
agreements, reverse repurchase agreements and securities lending or borrowing transactions.
Restrictions are also placed on certain asset sales to and from an insider to an
institution, including requirements that such sales be on market terms and, in certain
circumstances, approved by the institutions board of directors.
    
    Enhanced lending limits. The Dodd-Frank Act strengthens the existing limits on a
depository institutions credit exposure to one borrower. Federal banking law currently
limits a federal thrifts ability to extend credit
 27




---



##### Table of Contents



to one person (or group of related
persons) in an amount exceeding certain thresholds. The Dodd-Frank Act expands the scope of
these restrictions to include credit exposure arising from derivative transactions,
repurchase agreements, and securities lending and borrowing transactions.
    
    Corporate governance. The Dodd-Frank Act addresses many investor protection, corporate
governance and executive compensation matters that will affect most U.S. publicly traded
companies. The Dodd-Frank Act: (1) grants stockholders of U.S. publicly traded companies an
advisory vote on executive compensation; (2) enhances independence requirements for
compensation committee members; (3) requires companies listed on national securities
exchanges to adopt incentive-based compensation clawback policies for executive officers;
and (4) provides the SEC with authority to adopt proxy access rules that would allow
stockholders of publicly traded companies to nominate candidates for election as directors
and to have those nominees included in a companys proxy materials.
  BankAtlantic
    Business Activities
 
    
    mortgage loans secured by residential and commercial real estate;
    
    commercial and consumer loans;
    
    certain types of debt securities; and
    
    certain other assets.
 28




---



##### Table of Contents



Loans to One Borrower
 QTL Test
 Capital Requirements
 
    
    a tangible capital requirement for savings associations to have tangible capital in an
amount equal to at least 1.5% of adjusted total assets;
    
    a leverage ratio requirement:
 
    
    for savings associations 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 associations 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 association; and
 
    
    a risk-based capital requirement for savings associations to have capital in an amount
equal to at least 8% of risk-weighted assets.
    29




---



##### Table of Contents



Limitation on Capital Distributions
   Liquidity
 Assessments
 
    
    the size of the savings association, on which the basic assessment is based;
    
    the savings associations supervisory condition, which results in an additional
assessment based on a percentage of the basic assessment for any savings association with a
composite rating of 3, 4 or 5 in its most recent safety and soundness examination; and
    
    the complexity of the savings associations operations, which results in an additional
assessment based on a percentage of the basic assessment for any savings association 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
 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.
 30




---



##### Table of Contents



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.
  Enforcement
 31




---



##### Table of Contents



Examination
 Standards for Safety and Soundness
 Shared National Credit Program
 Real Estate Lending Standards
 Prompt Corrective Regulatory Action
 32




---



##### Table of Contents




    
    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
    33




---



##### Table of Contents



Privacy and Security Protection
 Insurance Activities
 Federal Home Loan Bank System
 34




---



##### Table of Contents



Federal Reserve System
 Anti-Terrorism and Anti-Money Laundering Regulations
  
    
    internal policies, procedures and controls designed to implement and maintain the
savings association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
 35




---



##### Table of Contents




    
    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.
  Bluegreen
   36




---



##### Table of Contents



ITEM 1A. RISK FACTORS
 We have in the past incurred cash flow deficits at the BFC parent company (BFC Parent) 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.
  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.
  Regulatory restrictions, BankAtlantics performance or the terms of indebtedness limit or restrict
BankAtlantic Bancorps and Bluegreens ability to pay dividends which may impact our cash flow.
   37




---



##### Table of Contents



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 our merger.
  Dividends and distributions from our subsidiaries to their respective parent companies may be
subject to claims in the future from creditors of the subsidiary.
  38




---



##### Table of Contents



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.
  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;
    
    existing or new restaurants may not 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.
 39




---



##### Table of Contents



Our portfolio of equity securities and our investments in BankAtlantic Bancorp, Benihana and
Bluegreen subjects us to equity pricing risks.
   Our net operating loss carryforwards that existed at the time of our merger with Woodbridge will be
substantially limited.
  We may issue additional securities in the future.
  40




---



##### Table of Contents



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.
  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.
  41




---



##### Table of Contents



We are subject to litigation against BFC and its subsidiaries, and the impact of any finding of
liability or damages could adversely impact our financial condition and operating results.
  The default by Woodbridge under the terms of its outstanding indebtedness has resulted in
acceleration of the debt and may result in a judgment against Woodbridge.
  We are subject to environmental laws related to our real estate activities and the cost of
compliance could adversely affect our business.
  Levitt and Sons had surety bonds on most of their projects, some of which were subject to indemnity
by Woodbridge.
  42




---



##### Table of Contents



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, 2010 which was filed with the Securities and Exchange
Commission on March 31, 2011. 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 overall state of the economy, interest rates and the availability of financing affect
our ability to market VOIs and residential homesites.
  We would incur substantial losses and our liquidity position could be adversely impacted if the
customers we finance default on their obligations.
   43




---



##### Table of Contents



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.
  Our future success depends on our ability to market our products successfully and efficiently.
  44




---



##### Table of Contents



We are subject to the risks of the real estate market and the risks associated with real estate
development, including the decline 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.
    We may not be successful in increasing or expanding our fee-based services relationships, and our
fee-based service activities may not be profitable, which may have an adverse impact on our
results of operations and financial condition.
  45




---



##### Table of Contents



Our results of operations and financial condition may be materially and adversely impacted if
Bluegreen Resorts does not continue to participate in exchange networks or its customers are not
satisfied with the networks in which it participates.
  Our exploration of strategic alternatives for Bluegreen Communities involves a number of risks.
  Claims for development-related defects could adversely affect our financial condition and
operating results.
  The resale market for VOIs could adversely affect our business.
  46




---



##### Table of Contents



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. In addition, results
of audits of our tax returns or those of our subsidiaries may have a material and adverse impact
on our financial condition.
  
    
    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.
      47




---



##### Table of Contents



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.
   There are inherent uncertainties involved in estimates, judgments and assumptions used in the
preparation of financial statements in accordance with generally accepted accounting principles
(GAAP). Any changes in estimates, judgments and assumptions used could have a material adverse
impact on our operating results and financial condition.
  The loss of the services of our key management and personnel could adversely affect our business.
  BFC Financial Corporation holds a majority of our outstanding common stock, which may adversely
affect the market price of our common stock.
  48




---



##### Table of Contents



RISKS RELATED TO BANKATLANTIC BANCORP AND BANKATLANTIC
 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, 2010 which was filed with the Securities and Exchange
Commission on March 31, 2011. Accordingly, references to the Company, the Parent Company, 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.
 Failure to comply with the Cease and Desist Orders could result in further regulatory action and/or
fines and efforts to comply with the Orders could have a material adverse effect on our business
and results of operations.
   Our recent financial performance and the regulatory actions by the OTS, combined with 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.
    49




---



##### Table of Contents



The decline in the Florida real estate market has adversely affected, and may continue to adversely
affect, our earnings and financial condition.
  Our 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.
    50




---



##### Table of Contents



The Parent Company 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 obtained 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.
  51




---



##### Table of Contents



The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 may have a
material effect on our operations .
  
    
    changes to the thrift supervisory structure, including the elimination of the Office of
Thrift Supervision and the transfer of oversight of federally chartered thrift institutions
to the OCC;
    
    changes to regulatory capital requirements at the holding company level;
    
    creation of new government regulatory agencies;
    
    limitations on federal preemption;
    
    limitations on debit card interchange fees;
    
    changes in insured depository institution regulations; and
    
    mortgage loan origination and risk retention.
   Deposit insurance premium assessments may increase substantially, which would adversely affect
expenses.
  The Parent Company and BankAtlantic are each subject to significant regulation and the Companys
activities and the activities of the Companys subsidiaries, including BankAtlantic, are subject to
regulatory requirements that could have a material adverse effect on the Companys business.
   52




---



##### Table of Contents



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.
   BankAtlantics interest-only residential loans expose it to greater credit risks.
 ,
 Non-performing 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.
  53




---



##### Table of Contents



BankAtlantics consumer loan portfolio is concentrated in home equity loans collateralized by
Florida properties primarily located in the markets where BankAtlantic operates its branch network.
  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.
  54




---



##### Table of Contents



BankAtlantic is subject to liquidity risk as its loans are funded by its deposits.
  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.
  Prior to 2009, the Parent Company 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 cost and outcome of pending legal proceedings may impact our results of operations
  55




---



##### Table of Contents



Further reductions in BankAtlantics assets may adversely affect our earnings and/or operations.
  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 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.
 Our loan portfolio subjects us to high levels of credit and counterparty risk.
   56




---



##### Table of Contents



Adverse events in Florida, where our business is currently concentrated, could adversely impact our
results and future growth.
  Risks Related to Our Common Stock
 The Company is controlled by BFC Financial Corporation and its controlling shareholders and
this control position may adversely affect the market price of the Companys Class A Common Stock.
  BFC can reduce its economic interest in us and still maintain voting control.
  57




---



##### Table of Contents



Provisions in our charter documents may make it difficult for a third party to acquire us and could
depress the price of our Class A Common Stock.
  
    
    the provisions in our Restated Articles of Incorporation regarding the voting rights of our Class B Common
Stock;
    
    the authority of our 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 our 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.
 A sustained decline in the Companys Class A Common Stock price may result in the delisting of
its Class A Common Stock from the New York Stock Exchange.
   58




---



##### Table of Contents



ITEM 1B. UNRESOLVED STAFF COMMENTS
  59




---



##### Table of Contents



ITEM 2. PROPERTIES
     Miami -
    
    
    
    
    
    
    PalmDade
    
    
    Broward
    
    
    Beach
    
    
    TampaOwned full-service branches
    
    
    9
    
    
    
    13
    
    
    
    25
    
    
    
    7Leased full-service branches
    
    
    10
    
    
    
    11
    
    
    
    5
    
    
    
    5Ground leased full-service branches (1)
    
    
    3
    
    
    
    3
    
    
    
    1
    
    
    
    7Total full-service branches
    
    
    22
    
    
    
    27
    
    
    
    31
    
    
    
    19Lease expiration dates
    
    
    2011-2020
    
    
    
    2011-2015
    
    
    
    2011-2016
    
    
    
    2011-2023Ground lease expiration dates
    
    
    2026-2027
    
    
    
    2017-2072
    
    
    
    2026
    
    
    
    2026-2032
 
 (1)
    
    Branches in which BankAtlantic owns the building and leases the land.  Miami -
    
    
    
    
    
    
    Palm
    
    
    
    
    
    
    Orlando /Dade
    
    
    Broward
    
    
    Beach
    
    
    Tampa
    
    
    JacksonvilleLeased drive-through facilities
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    Leased drive through expiration dates
    
    
    2015
    
    
    
    2011-2014
    
    
    
    
    
    
    
    
    
    
    
    Leased back-office facilities
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    1Leased back-office expiration dates
    
    
    2018
    
    
    
    
    
    
    
    
    
    
    
    2012-2014
    
    
    
    2013
   Miami -
    
    
    
    
    
    
    Palm
    
    
    Tampa
    
    
    Orlando /Dade
    
    
    Broward
    
    
    Beach
    
    
    Bay
    
    
    JacksonvilleExecuted leases
held for sublease
    
    
    
    
    
    
    2
    
    
    
    1
    
    
    
    4
    
    
    
    2Executed lease
expiration dates
    
    
    
    
    
    
    2013-2030
    
    
    
    2028
    
    
    
    2028-2048
    
    
    
    2028-2029Land held for sale
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    4
 60




---



##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
 BFC and its Wholly Owned Subsidiaries
 Woodbridge Holdings, LLC v. Prescott Group Aggressive Small Cap Master Fund, G.P., Cede & Co.,
William J. Maeck, Ravenswood Investments III, L.P., and The Ravenswood Investment Company, Circuit
Court,
17th
Judicial Circuit, Broward County, Florida
  National Bank of South Carolina v. Core Communities of South Carolina, LLC, et al. South Carolina
Court of Common Pleas, Fourteenth Judicial Circuit
  Investors Warranty of America, Inc. v. Core Communities of South Carolina, LLC and Core
Communities, LLC, et. al., Circuit Court, Jasper County, South Carolina, and
Investors Warranty of America, Inc. v. Core Communities, LLC and Horizons Acquisition 5, LLC,
Circuit Court of the Nineteenth Judicial Circuit in and for St. Lucie County, Florida
  61




---



##### Table of Contents



AmTrust Bank v. Woodbridge Holdings, LLC and Carolina Oak Homes, LLC, United States District Court
for the Southern District of Florida
  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
  62




---



##### Table of Contents



Bluegreen Corporation
  Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.; Hubert A. Laird; and MSB of Destin, Inc.,
  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.
 63




---



##### Table of Contents



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.
 Paul A. Schwarz and Barbara S.
Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
 Community Cable Service, LLC v.
Bluegreen Communities of Georgia, LLC and Sanctuary Cove at St. Andrews Sound Community
Association, Inc., a/k/a Sanctuary Cove Home Developers Association, Inc.,
 Other Matters
   BankAtlantic Bancorp
 In re BankAtlantic Bancorp, Inc. Securities Litigation , No. 0:07-cv-61542-UU, United States
District Court, Southern District of Florida
  64




---



##### Table of Contents



Hubbard Alarm
Specialties, Inc. v. BankAtlantic Bancorp, Inc.
   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. v. Alan
B. Levan, et al. , Case No. 0846795 07
 Albert R. Feldman, Derivatively on behalf of Nominal Defendant BankAtlantic Bancorp, Inc.
vs. Alan B. Levan, et al., Feldman Hugo
 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.
  65




---



##### Table of Contents



Jordan Arizmendi, et al., individually and on behalf of all others similarly situated, v.
BankAtlantic, Case No. 09-059341 (19), Circuit Court of the 17th Judicial Circuit for Broward
County, Florida.
 Farrington v.
BankAtlantic Rothman v. BankAtlantic Jordan Arizmendi, et al., individually and on behalf of all others similarly
situated, v. BankAtlantic
 SEC Investigation
  Office of Thrift Supervision Investigation
   
 ITEM 4. REMOVED AND RESERVED
 66




---



##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Our Class A Common Stock and Class B Common Stock have substantially identical terms,
except as follows:
    
    Holders of our Class A Common Stock are 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, and holders of our Class A Common Stock and holders of our
Class B Common Stock will each be entitled to one vote per share.
    
    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
    
    
    Class B Common StockHigh
    
    
    Low
    
    
    High
    
    
    Low2009First Quarter
    
    $
    0.32
    
    
    $
    0.06
    
    
    $
    0.25
    
    
    $
    0.25Second Quarter
    
    $
    0.51
    
    
    $
    0.16
    
    
    $
    0.51
    
    
    $
    0.25Third Quarter
    
    $
    0.70
    
    
    $
    0.26
    
    
    $
    0.40
    
    
    $
    0.30Fourth Quarter
    
    $
    0.74
    
    
    $
    0.31
    
    
    $
    1.24
    
    
    $
    0.312010First Quarter
    
    $
    0.55
    
    
    $
    0.26
    
    
    $
    0.65
    
    
    $
    0.60Second Quarter
    
    $
    0.99
    
    
    $
    0.39
    
    
    $
    1.25
    
    
    $
    0.85Third Quarter
    
    $
    0.44
    
    
    $
    0.30
    
    
    $
    0.85
    
    
    $
    0.85Fourth Quarter
    
    $
    0.38
    
    
    $
    0.20
    
    
    $
    0.85
    
    
    $
    0.35
 Holders
  67




---



##### Table of Contents



Dividends
   Issuer Purchases of Equity Securities
  68




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
  (Dollars in thousands, except for per share data)
 For the Years Ended December 31,Statement of Operations Data:
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006As Revised (e)RevenuesReal Estate and Other
    
    $
    398,480
    
    
    
    54,279
    
    
    
    16,870
    
    
    
    415,881
    
    
    
    573,574Financial Services
    
    
    284,196
    
    
    
    354,087
    
    
    
    449,571
    
    
    
    520,793
    
    
    
    507,746682,676
    
    
    
    408,366
    
    
    
    466,441
    
    
    
    936,674
    
    
    
    1,081,320Costs and ExpensesReal Estate and Other
    
    
    451,779
    
    
    
    207,295
    
    
    
    76,470
    
    
    
    711,073
    
    
    
    617,211Financial Services
    
    
    426,856
    
    
    
    573,467
    
    
    
    634,970
    
    
    
    579,458
    
    
    
    474,311878,635
    
    
    
    780,762
    
    
    
    711,440
    
    
    
    1,290,531
    
    
    
    1,091,522Gain on bargain purchase of Bluegreen
    
    
    
    
    
    
    182,849
    
    
    
    
    
    
    
    
    
    
    
    (Loss) gain on settlement of investment in Woodbridges
subsidiary
    
    
    (977
    )
    
    
    29,679
    
    
    
    
    
    
    
    
    
    
    
    Gain on extinguishment of debt
    
    
    13,049
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity in (loss) earnings from unconsolidated affiliates
    
    
    (851
    )
    
    
    33,381
    
    
    
    15,064
    
    
    
    12,724
    
    
    
    10,935Impairment of unconsolidated affiliates
    
    
    
    
    
    
    (31,181
    )
    
    
    (96,579
    )
    
    
    
    
    
    
    Impairment on investment
    
    
    
    
    
    
    (2,396
    )
    
    
    (15,548
    )
    
    
    
    
    
    
    Other income
    
    
    2,691
    
    
    
    9,763
    
    
    
    9,826
    
    
    
    17,183
    
    
    
    11,479(Loss) income from continuing operations
before income taxes
    
    
    (182,047
    )
    
    
    (150,301
    )
    
    
    (332,236
    )
    
    
    (323,950
    )
    
    
    12,212Less: (Benefit) provision for income taxes
    
    
    105
    
    
    
    (68,900
    )
    
    
    15,763
    
    
    
    (70,246
    )
    
    
    (516
    )(Loss) income from continuing operations
    
    
    (182,152
    )
    
    
    (81,401
    )
    
    
    (347,999
    )
    
    
    (253,704
    )
    
    
    12,728Discontinued operations
    
    
    1,965
    
    
    
    (11,931
    )
    
    
    19,388
    
    
    
    8,799
    
    
    
    (10,554
    )Extraordinary gain
    
    
    
    
    
    
    
    
    
    
    9,145
    
    
    
    2,403
    
    
    
    Net (loss) income
    
    
    (180,187
    )
    
    
    (93,332
    )
    
    
    (319,466
    )
    
    
    (242,502
    )
    
    
    2,174Less: Net (loss) income attributable to noncontrolling
interests
    
    
    (76,339
    )
    
    
    (120,611
    )
    
    
    (260,567
    )
    
    
    (212,043
    )
    
    
    4,395Net (loss) income attributable to BFC
    
    
    (103,848
    )
    
    
    27,279
    
    
    
    (58,899
    )
    
    
    (30,459
    )
    
    
    (2,221
    )Preferred Stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net (loss) income allocable to common stock
    
    $
    (104,598
    )
    
    
    26,529
    
    
    
    (59,649
    )
    
    
    (31,209
    )
    
    
    (2,971
    )Common
Share Data (a), (b) (c)
Basic (Loss) Earnings Per Common Share(Loss) earnings per share from continuing operations
    
    $
    (1.42
    )
    
    
    0.71
    
    
    
    (1.63
    )
    
    
    (0.90
    )
    
    
    (0.04
    )Earnings (loss) per share from discontinued operations
    
    
    0.03
    
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    0.03
    
    
    
    (0.05
    )Earnings per share from extraordinary gain
    
    
    
    
    
    
    
    
    
    
    0.20
    
    
    
    0.06
    
    
    
    Net (loss) income per common share
    
    $
    (1.39
    )
    
    
    0.47
    
    
    
    (1.32
    )
    
    
    (0.81
    )
    
    
    (0.09
    )Diluted (Loss) Earnings Per Common Share(Loss) earnings per share from continuing operations
    
    $
    (1.42
    )
    
    
    0.71
    
    
    
    (1.63
    )
    
    
    (0.90
    )
    
    
    (0.04
    )Earnings (loss) per share from discontinued operations
    
    
    0.03
    
    
    
    (0.24
    )
    
    
    0.11
    
    
    
    0.03
    
    
    
    (0.05
    )Earnings per share from extraordinary gain
    
    
    
    
    
    
    
    
    
    
    0.20
    
    
    
    0.06
    
    
    
    Net (loss) income per common share
    
    $
    (1.39
    )
    
    
    0.47
    
    
    
    (1.32
    )
    
    
    (0.81
    )
    
    
    (0.09
    )Basic weighted average number of
common shares outstanding
    
    
    75,379
    
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778
    
    
    
    33,249Diluted
weighted average number of common and common equivalent shares outstanding
    
    
    75,379
    
    
    
    57,235
    
    
    
    45,097
    
    
    
    38,778
    
    
    
    33,249
 69




---



##### Table of Contents



December 31,Balance Sheet (at period end)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006As Revised (e)Loans, loans held for sale and notes
receivable, net
    
    $
    3,614,455
    
    
    
    3,963,086
    
    
    
    4,317,645
    
    
    
    4,528,538
    
    
    
    4,603,505Real estate inventory
    
    $
    343,497
    
    
    
    484,927
    
    
    
    268,763
    
    
    
    270,229
    
    
    
    847,492Securities
    
    $
    556,842
    
    
    
    467,520
    
    
    
    979,417
    
    
    
    1,191,173
    
    
    
    1,081,980Total assets
    
    $
    5,813,066
    
    
    
    6,042,101
    
    
    
    6,395,582
    
    
    
    7,114,433
    
    
    
    7,605,766Deposits
    
    $
    3,891,190
    
    
    
    3,948,818
    
    
    
    3,919,796
    
    
    
    3,953,405
    
    
    
    3,867,036Securities sold under agreements to
repurchase and federal funds purchased
    
    $
    22,764
    
    
    
    27,271
    
    
    
    279,726
    
    
    
    159,905
    
    
    
    128,411Other borrowings (d)
    
    $
    1,440,353
    
    
    
    1,362,000
    
    
    
    1,556,362
    
    
    
    1,992,718
    
    
    
    2,398,662BFC shareholders equity
    
    $
    142,872
    
    
    
    245,083
    
    
    
    112,867
    
    
    
    184,037
    
    
    
    177,585Noncontrolling interests
    
    $
    78,256
    
    
    
    159,312
    
    
    
    262,554
    
    
    
    558,950
    
    
    
    698,323Total equity
    
    $
    221,128
    
    
    
    404,395
    
    
    
    375,421
    
    
    
    742,987
    
    
    
    875,908
 
 (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)
with and into the Company during 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, and other borrowings, receivable-backed notes payable and junior
subordinated debentures.(e)
    
    See Notes 1 of the Notes to Consolidated Financial Statements for
additional information about our revisions to the Companys consolidated
financial statements. 70




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS
 Overview
       71




---



##### Table of Contents



Deconsolidation of Certain Subsidiaries of Core 
  Revisions to Consolidated Financial Statements 
 72




---



##### Table of Contents



Loans and Debt Securities with Deteriorated Credit
Quality
 Selected Quarterly Results (Unaudited).
     BFC Financial Corporation Summary of Consolidated Results of Operations
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008As RevisedReal Estate and Other
    
    $
    (38,159
    )
    
    
    106,876
    
    
    
    (128,755
    )Financial Services
    
    
    (143,993
    )
    
    
    (188,277
    )
    
    
    (219,244
    )Loss from continuing operations
    
    
    (182,152
    )
    
    
    (81,401
    )
    
    
    (347,999
    )Discontinued operations, less income tax
    
    
    1,965
    
    
    
    (11,931
    )
    
    
    19,388Extraordinary gain, net of income tax
    
    
    
    
    
    
    
    
    
    
    9,145Net loss
    
    
    (180,187
    )
    
    
    (93,332
    )
    
    
    (319,466
    )Less: Net loss attributable to noncontrolling interests
    
    
    (76,339
    )
    
    
    (120,611
    )
    
    
    (260,567
    )Net (loss) income attributable to BFC
    
    
    (103,848
    )
    
    
    27,279
    
    
    
    (58,899
    )5% Preferred stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net (loss) income allocable to common stock
    
    $
    (104,598
    )
    
    
    26,529
    
    
    
    (59,649
    )
   73




---



##### Table of Contents



74




---



##### Table of Contents



Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    an increase in BankAtlantic Bancorps interest-bearing deposits in other banks
primarily reflecting $284 million of higher cash balances at the Federal Reserve Bank and
investments in $46 million of short-term time deposits at other banks;
    
    an increase in securities available for sale reflecting BankAtlantic Bancorps purchase
of $182 million of agency and municipal securities that mature in less than one year
partially offset by the sale of $44 million of mortgage-backed securities as well as
repayments;
    
    a decrease in BankAtlantic Bancorps tax certificate balances primarily relating to
redemptions, partially offset by the purchase of $102 million of tax certificates during
2010;
    
    a decline in BankAtlantic Bancorps FHLB stock related to lower FHLB advance
borrowings;
    
    an increase in BankAtlantic Bancorps loans held for sale associated with the transfer
of commercial real estate loans into the held for sale classification;
    
    a decrease in BankAtlantic Bancorps loans receivable balances associated with $166
million of net-charge-offs, $61 million of loans transferred to real estate owned, $112
million of loan sales and repayments of loans in the ordinary course of business combined
with a significant decline in loan originations and purchases;
    
    a decrease in current income tax receivables primarily resulting from the receipt of
income tax refunds associated with recent tax law changes which extended the net operating
loss carry-back period from two years to up to five years;
    
    a decrease in real estate inventory of $121.9 million at Core due to the
relinquishment of title to substantially all of the land both in Florida and South
Carolina to its lenders, and a decrease in real estate inventory reflecting a sale of
$6.5 million at BankAtlantic,
    
    an increase in real estate owned associated with BankAtlantic Bancorps commercial
real estate and residential loan foreclosures;
    
    a decrease in BankAtlantic Bancorps accrued interest receivables primarily resulting
from tax certificate activities and lower loan balances partially offset by higher
securities available for sale accrued interest receivable associated with the purchases
of agency and municipal securities;
    
    a decrease in office properties and equipment resulting from BankAtlantic Bancorps
depreciation and the transfer of BankAtlantic Bancorps $31.5 million of fixed assets to
assets held for sale net of impairments in connection with its decision to seek a buyer
for its Tampa branch network;
    
    additional decreases in properties and equipment due to an impairment charge of $3.9
million to an office building located in Fort Lauderdale, Florida and the transfer of
Cores irrigation facilities in settlement of its debt obligations in Florida and South
Carolina;
    
    an increase in BankAtlantic Bancorps assets held for sale associated with cash and
fixed assets transferred to held for sale upon the announcement that BankAtlantic intended
to seek a buyer for its Tampa branches; and
    
    a decrease in assets held for sale from discontinued operations resulting from the sale
of Cores Projects in June 2010;
 75




---



##### Table of Contents




    
    a decrease in BankAtlantics interest bearing deposit account balances associated with
the transfer of $255.6 million of Tampa-based interest-bearing deposits to deposits held
for sale and lower time deposits partially offset by higher interest bearing checking
account balances reflecting the historically low interest rate environment during 2010;
    
    a decrease in BankAtlantics non-interest-bearing deposit balances primarily due to
the transfer of $85.5 million of Tampa-based non-interest bearing deposits to held for
sale and higher average balances per customer account;
    
    lower FHLB advances at BankAtlantic and short term borrowings due to repayments using
proceeds from the loan repayments;
    
    a decrease in notes and mortgages notes payable and other borrowings at Core of
approximately $112.3 million due to debt settlement agreements with its lenders to
relinquish properties that serve as collateral for the debts and ownership interest in
certain subsidiaries (see Notes 2 and 23 of the Notes to Consolidated Financial
Statements), and a decrease in BankAtlantic Bancorps bonds payable associated with the
repayment of a $0.7 million mortgage-backed bond;
    
    an increase in BankAtlantic Bancorps junior subordinated debentures liability due to
interest deferrals; and
    
    a decrease in liabilities related to assets held for sale from discontinued operations
resulting from the sale of Cores Projects in June 2010.
 Redeemable 5% Cumulative Preferred Stock
     76




---



##### Table of Contents



Noncontrolling Interest
  December 31,2010
    
    
    2009As RevisedBankAtlantic Bancorp
    
    $
    7,823
    
    
    
    88,910Bluegreen
    
    
    44,362
    
    
    
    42,731Joint ventures
    
    
    26,071
    
    
    
    27,671$
    78,256
    
    
    
    159,312
 Critical Accounting Policies
  Business Combinations
   77




---



##### Table of Contents



Fair Value Measurements
  
    
    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.
  78




---



##### Table of Contents



Intangible Assets
    Revenue Recognition and Inventory Cost Allocation
   Real Estate-Revenue Recognition
 79




---



##### Table of Contents



Fee-Based Sales Commissions and Other Operations Revenue
  Activity
    
    Revenue is recognized as:Fee-based sales commissions
    
    The sale transaction with the VOI purchaser is consummated in
accordance with the terms of the agreement with the
third-party developer and the related consumer rescission
period has passed.Resort Management and service fees
    
    Management services are rendered. (1)Resort title fees
    
    Escrow amounts are released and title documents 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.Communities realty commissions
    
    Sales of third-party-owned real estate are completed.Golf course and ski hill daily fees
    
    Services are provided.
 
 (1)
    
    In connection with its management of the property owners associations,
among other things, Bluegreen acts as agent for the property owners association to operate
the respective resorts as provided under the management agreement. In certain cases, the
personnel at the resort are Bluegreen employees. The property owners association bears all
of the economic costs of such personnel and generally pays Bluegreen in advance of, or
simultaneously to, the payment of payroll. In accordance with the accounting guidance for
reporting revenues gross versus net, reimbursements from the property owners associations
relating to direct pass-through costs are recorded net of the related expenses. Allowance for Loan Losses on VOI Notes Receivables
  80




---



##### Table of Contents



®
 Acquired Notes Receivable- Loans and Debt Securities with Deteriorated
Credit Quality,
  Retained Interest in Notes Receivable Sold
   Allowance for loan losses
   81




---



##### Table of Contents



82




---



##### Table of Contents



Valuation of investment securities
   Other-than-temporary impairment of securities
  83




---



##### Table of Contents



Impairment of Goodwill and Long Lived Assets
 Goodwill Impairment
      84




---



##### Table of Contents




    
    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
   Accounting for Deferred Tax Asset Valuation Allowance
   85




---



##### Table of Contents



Impact of Inflation
   86




---



##### Table of Contents



BFC Activities
 BFC Activities
     Change
    
    
    ChangeFor the Years Ended December 31,
    
    
    2010 vs.
    
    
    2009 vs.2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(As Revised)RevenuesOther revenues
    
    $
    1,781
    
    
    
    1,296
    
    
    
    
    
    
    
    485
    
    
    
    1,2961,781
    
    
    
    1,296
    
    
    
    
    
    
    
    485
    
    
    
    1,296Cost and ExpensesCost of sales of real estate
    
    
    
    
    
    
    7,749
    
    
    
    59
    
    
    
    (7,749
    )
    
    
    7,690Interest expense, net
    
    
    6,264
    
    
    
    6,511
    
    
    
    7,641
    
    
    
    (247
    )
    
    
    (1,130
    )Impairment of goodwill
    
    
    
    
    
    
    2,001
    
    
    
    
    
    
    
    (2,001
    )
    
    
    2,001Selling, general and administrative expenses
    
    
    25,602
    
    
    
    30,388
    
    
    
    36,886
    
    
    
    (4,786
    )
    
    
    (6,498
    )31,866
    
    
    
    46,649
    
    
    
    44,586
    
    
    
    (14,783
    )
    
    
    2,063Gain on bargain purchase of Bluegreen
    
    
    
    
    
    
    182,849
    
    
    
    
    
    
    
    (182,849
    )
    
    
    182,849(Loss) gain on settlement of investment in Woodbridges
subsidiary
    
    
    (977
    )
    
    
    16,296
    
    
    
    
    
    
    
    (17,273
    )
    
    
    16,296Equity in (loss) earnings from unconsolidated affiliates
    
    
    (2,045
    )
    
    
    32,276
    
    
    
    8,844
    
    
    
    (34,321
    )
    
    
    23,432Impairment of unconsolidated affiliates
    
    
    
    
    
    
    (31,181
    )
    
    
    (96,579
    )
    
    
    31,181
    
    
    
    65,398Impairment of investments
    
    
    
    
    
    
    (2,396
    )
    
    
    (15,548
    )
    
    
    2,396
    
    
    
    13,152Investment gains
    
    
    
    
    
    
    6,654
    
    
    
    2,076
    
    
    
    (6,654
    )
    
    
    4,578Other income
    
    
    6,481
    
    
    
    5,775
    
    
    
    8,970
    
    
    
    706
    
    
    
    (3,195
    )(Loss) income from continuing operations before income
taxes
    
    
    (26,626
    )
    
    
    164,920
    
    
    
    (136,823
    )
    
    
    (191,546
    )
    
    
    301,743Less: Benefit for income taxes
    
    
    (7,097
    )
    
    
    (35,503
    )
    
    
    (14,887
    )
    
    
    28,406
    
    
    
    (20,616
    )(Loss) income from continuing operations
    
    
    (19,529
    )
    
    
    200,423
    
    
    
    (121,936
    )
    
    
    (219,952
    )
    
    
    322,359Extraordinary gain
    
    
    
    
    
    
    
    
    
    
    9,145
    
    
    
    
    
    
    
    (9,145
    )Net (loss) income
    
    $
    (19,529
    )
    
    
    200,423
    
    
    
    (112,791
    )
    
    
    (219,952
    )
    
    
    313,214
 For the Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009
   87




---



##### Table of Contents



BFC Activities
        For the Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008
  88




---



##### Table of Contents



BFC Activities
        2008 Step acquisitions  Purchase Accounting
  89




---



##### Table of Contents



BFC Activities
  BFC Activities- Liquidity and Capital Resources
       90




---



##### Table of Contents



BFC Activities
      91




---



##### Table of Contents



BFC Activities
     92




---



##### Table of Contents



BFC Activities
    93




---



##### Table of Contents



Real Estate
 Real Estate Operations Segment
      94




---



##### Table of Contents



Real Estate
  Real Estate Operations
 Change
    
    
    ChangeFor the years ended December 31,
    
    
    2010 vs
    
    
    2009 vs2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(As Revised)Revenues:Sales of real estate
    
    $
    2,739
    
    
    
    6,605
    
    
    
    13,752
    
    
    
    (3,866
    )
    
    
    (7,147
    )Other revenues
    
    
    1,397
    
    
    
    2,312
    
    
    
    3,033
    
    
    
    (915
    )
    
    
    (721
    )4,136
    
    
    
    8,917
    
    
    
    16,785
    
    
    
    (4,781
    )
    
    
    (7,868
    )Costs and expenses:Cost of sales of real estate
    
    
    23,232
    
    
    
    82,105
    
    
    
    22,724
    
    
    
    (58,873
    )
    
    
    59,381Interest expense, net
    
    
    12,745
    
    
    
    6,293
    
    
    
    2,075
    
    
    
    6,452
    
    
    
    4,218Selling, general and administrative expenses
    
    
    9,481
    
    
    
    16,451
    
    
    
    20,648
    
    
    
    (6,970
    )
    
    
    (4,197
    )Other expense
    
    
    3,889
    
    
    
    5,433
    
    
    
    
    
    
    
    (1,544
    )
    
    
    5,433Total costs and expenses
    
    
    49,347
    
    
    
    110,282
    
    
    
    45,447
    
    
    
    (60,935
    )
    
    
    64,835Gain on extinguishment of debt
    
    
    13,049
    
    
    
    
    
    
    
    
    
    
    
    13,049
    
    
    
    Interest income and other income
    
    
    892
    
    
    
    526
    
    
    
    3,341
    
    
    
    366
    
    
    
    (2,815
    )Loss before income taxes
    
    
    (31,270
    )
    
    
    (100,839
    )
    
    
    (25,321
    )
    
    
    69,569
    
    
    
    (75,518
    )(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations, net of taxes
    
    
    (31,270
    )
    
    
    (100,839
    )
    
    
    (25,321
    )
    
    
    69,569
    
    
    
    (75,518
    )Discontinued operations:Net income (loss) from discontinued
operations, net of taxes
    
    
    2,465
    
    
    
    (15,632
    )
    
    
    2,783
    
    
    
    18,097
    
    
    
    (18,415
    )Net loss
    
    $
    (28,805
    )
    
    
    (116,471
    )
    
    
    (22,538
    )
    
    
    87,666
    
    
    
    (93,933
    )
 For the Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009
    95




---



##### Table of Contents



Real Estate
      For the Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008
    96




---



##### Table of Contents



Real Estate
       Real Estate Operations-Liquidity and Capital Resources
   97




---



##### Table of Contents



Real Estate
    Off Balance Sheet Arrangements and Contractual Obligations
  Less than 12
    
    
    13-36
    
    
    37-60
    
    
    More than 60Category (1)
    
    Total
    
    
    months
    
    
    Months
    
    
    Months
    
    
    MonthsLong Term Debt Obligations
    
    $
    160,861
    
    
    
    64,654
    
    
    
    503
    
    
    
    10,652
    
    
    
    85,052Operating Lease Obligations
    
    
    342
    
    
    
    251
    
    
    
    72
    
    
    
    19
    
    
    
    Total Obligations
    
    $
    161,203
    
    
    
    64,905
    
    
    
    575
    
    
    
    10,671
    
    
    
    85,052
 
 (1)
    
    Long-term debt obligations consist of notes, mortgage notes and bonds payable and junior
subordinated debentures. 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
include defaulted loans totaling approximately $64.4 million as of December 31, 2010 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.  98




---



##### Table of Contents



Real Estate
  99




---



##### Table of Contents



Real Estate
 Bluegreen
 The Companys consolidated financial statements for the year ended December 31, 2010 and for the
Interim Period (the period 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) include the results of operations of Bluegreen.
Bluegreens results of operations are reported through two reportable segments, which are Bluegreen
Resorts and Bluegreen Communities. Prior to November 16, 2009, our earnings attributable to
Bluegreen were reported as part of Woodbridge other operations, which is currently included in the
BFC Activities segment. Bluegreen is a separate public company, and the following discussion is
derived from or includes disclosure prepared by Bluegreens management and included in its Annual
Report on Form 10-K for the year ended December 31, 2010. Accordingly, unless noted to the
contrary or the context otherwise requires, references to the Company, we, us or our in the
following discussion are references to Bluegreen and its subsidiaries, and are not references to
BFC.
  Consolidated
Statement of Operations
  
    
    Bluegreen generated free cash flow (cash flow from operating and investing activities)
of $158.0 million.
    
    VOI system-wide sales, which include sales of third-party developer inventory, totaled
$290.3 million.
    
    Bluegreens sales and marketing fee-based service business sold $78.8 million of
third-party developer inventory and earned sales and marketing commissions of $53.0
million. Including Bluegreens resort management, resort title, construction management and
other operations, Bluegreens total resort fee-based services revenues were $118.9 million
in 2010.
    
    Bluegreen recorded a non-cash charge of $21.2 million to increase the allowance for loan
losses on its VOI notes receivable generated prior to December 15, 2008 (the date Bluegreen
implemented FICO®-score based credit underwriting standards), as Bluegreen now anticipates
that lower FICO® receivables may experience higher losses later in their contractual term
than originally estimated.
    
    Bluegreen Communities business generated a segment operating loss of $26.9 million.
    
    Bluegreen successfully completed the securitization of $162.3 million of VOI notes
receivable.
 100




---



##### Table of Contents



Real Estate
  Liquidity
and Capital Resources
 Liquidity and Capital Resources
    101




---



##### Table of Contents



Real Estate
   102




---



##### Table of Contents



Real Estate
 Bluegreen Segments Financial Results
  Twelve months Ended December 31, 2010
 Bluegreen Resorts
    
    
    Bluegreen Communities
    
    
    TotalPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sale
    
    
    Amount
    
    
    of Sale
    
    
    Amount
    
    
    of Sale( in thousands, except percentage)System-wide sales (1)
    
    $
    290,280
    
    
    
    
    
    
    
    12,003
    
    
    
    
    
    
    
    302,283Changes in sales deferred under timeshare
accounting rules
    
    
    818
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    818Estimated uncollectible VOI notes receivable
    
    
    (24,441
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,441
    )System-wide sales, net
    
    
    266,657
    
    
    
    100
    %
    
    
    12,003
    
    
    
    100
    %
    
    
    278,660
    
    
    
    100
    %Less: Sales of third party VOIs
    
    
    (78,805
    )
    
    
    -30
    %
    
    
    
    
    
    
    
    
    
    
    (78,805
    )
    
    
    -28
    %Adjustment to allowance for loan losses
    
    
    (21,228
    )
    
    
    -8
    %
    
    
    
    
    
    
    
    
    
    
    (21,228
    )
    
    
    -8
    %Sales of real estate
    
    
    166,624
    
    
    
    62
    %*
    
    
    12,003
    
    
    
    100
    %
    
    
    178,627
    
    
    
    64
    %*Cost of real estate sales
    
    
    (19,862
    )
    
    
    -11
    %*
    
    
    (23,552
    )
    
    
    -196
    %
    
    
    (43,414
    )
    
    
    -22
    %*Gross profit
    
    
    146,762
    
    
    
    89
    %
    
    
    (11,549
    )
    
    
    -96
    %
    
    
    135,213
    
    
    
    78
    %Fee-based sales commission
    
    
    52,966
    
    
    
    20
    %
    
    
    
    
    
    
    
    
    
    
    52,966
    
    
    
    19
    %Other resort fee-based services revenue
    
    
    65,979
    
    
    
    25
    %
    
    
    
    
    
    
    
    
    
    
    65,979
    
    
    
    24
    %Other revenues
    
    
    
    
    
    
    
    
    
    
    1,696
    
    
    
    14
    %
    
    
    1,696
    
    
    
    1
    %Cost of other operations
    
    
    
    
    
    
    
    
    
    
    (3,514
    )
    
    
    -29
    %
    
    
    (3,514
    )
    
    
    -1
    %Cost of other resort fee-based services
    
    
    (46,863
    )
    
    
    -18
    %
    
    
    
    
    
    
    
    
    
    
    (46,863
    )
    
    
    -17
    %Selling and marketing expenses
    
    
    (139,770
    )
    
    
    -52
    %
    
    
    (4,684
    )
    
    
    -39
    %
    
    
    (144,454
    )
    
    
    -52
    %Segment general and administrative
expenses(2)
    
    
    (15,341
    )
    
    
    -6
    %
    
    
    (8,839
    )
    
    
    -74
    %
    
    
    (24,180
    )
    
    
    -9
    %Segment operating profit
    
    $
    63,733
    
    
    
    24
    %
    
    
    (26,890
    )
    
    
    -224
    %
    
    
    36,843
    
    
    
    13
    %
 
 *
    
    Percentages for cost of real estate sales and gross profit are calculated as a
percentage of sales of real estate.(1)
    
    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.(2)
    
    General and administrative expenses attributable to corporate overhead have been excluded from
the tables. Corporate general and administrative expenses (excluding mortgage operations) totaled
$42.5 million for the Bluegreen Interim Period. (See Corporate General and Administrative
Expenses below for further discussion). 103




---



##### Table of Contents



Real Estate
 Bluegreen Interim Period:
 Bluegreen Resorts
    
    
    Bluegreen Communities
    
    
    TotalPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sale
    
    
    Amount
    
    
    of Sale
    
    
    Amount
    
    
    of Sale( in thousands, except percentage)(As Revised)
    
    
    
    
    
    
    
    
    
    
    
    
    
    (As Revised)System-wide sales (1)
    
    $
    29,538
    
    
    
    
    
    
    
    3,139
    
    
    
    
    
    
    
    32,677Estimated uncollectible VOI notes
receivable
    
    
    (3,041
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,041
    )System-wide sales, net
    
    
    26,497
    
    
    
    100
    %
    
    
    3,139
    
    
    
    100
    %
    
    
    29,636
    
    
    
    100
    %Less: Sales of third party VOIsAdjustment to allowance for loan
losses
    
    
    (8,875
    )
    
    
    -33
    %
    
    
    
    
    
    
    
    
    
    
    (8,875
    )
    
    
    -30
    %Sales of real estate
    
    
    17,622
    
    
    
    67
    %
    
    
    3,139
    
    
    
    100
    %
    
    
    20,761
    
    
    
    70
    %Cost of real estate sales
    
    
    (3,118
    )
    
    
    -18
    %*
    
    
    (1,788
    )
    
    
    -57
    %
    
    
    (4,906
    )
    
    
    -24
    %*Gross profit
    
    
    14,504
    
    
    
    82
    %*
    
    
    1,351
    
    
    
    43
    %
    
    
    15,855
    
    
    
    76
    %*Fee-based sales commission
    
    
    5,354
    
    
    
    20
    %
    
    
    
    
    
    
    
    
    
    
    5,354
    
    
    
    18
    %Other resort fee-based services revenue
    
    
    5,239
    
    
    
    20
    %
    
    
    
    
    
    
    
    
    
    
    5,239
    
    
    
    18
    %Other revenues
    
    
    
    
    
    
    
    
    
    
    593
    
    
    
    19
    %
    
    
    593
    
    
    
    2
    %Cost of other operations
    
    
    
    
    
    
    
    
    
    
    (1,480
    )
    
    
    -47
    %
    
    
    (1,480
    )
    
    
    -5
    %Cost of other resort fee-based services
    
    
    (3,538
    )
    
    
    -13
    %
    
    
    
    
    
    
    
    
    
    
    (3,538
    )
    
    
    -12
    %Selling and marketing expenses
    
    
    (14,334
    )
    
    
    -54
    %
    
    
    (1,023
    )
    
    
    -33
    %
    
    
    (15,357
    )
    
    
    -52
    %Segment general and administrative
expenses (2)
    
    
    (1,441
    )
    
    
    -5
    %
    
    
    (2,715
    )
    
    
    -86
    %
    
    
    (4,156
    )
    
    
    -14
    %Segment operating profit
    
    $
    5,784
    
    
    
    22
    %
    
    
    (3,274
    )
    
    
    -104
    %
    
    
    2,510
    
    
    
    8
    %
 
 *
    
    Percentages for cost of real estate sales and gross profit are calculated as a percentage of sales
of real estate.(1)
    
    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.(2)
    
    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). Bluegreen Resorts  Year ended December 31, 2010 compared to the Interim Period December 31,
2009
 Resort Sales and Marketing
 System-wide sales of VOIs.
 104




---



##### Table of Contents



Real Estate
  For the Year Ended2010
    
    
    Interim PeriodNumber of sales offices at period-end
    
    
    20
    
    
    
    21Number of Bluegreen VOI sales transactions
    
    
    18,504
    
    
    
    1,625Number of sales made on behalf of outside
developers for a fee
    
    
    6,526
    
    
    
    694Total number of VOI sales transactions
    
    
    24,930
    
    
    
    2,319Average sales price per transaction
    
    $
    12,006
    
    
    
    11,703Number of total prospectus tours
    
    
    160,281
    
    
    
    16,140Sale-to-tour conversion ratio  total prospects
    
    
    15.6
    %
    
    
    14.4
    %Number of new prospects tours
    
    
    92,847
    
    
    
    5,974Sale-to-tour conversion ratio  new prospects
    
    
    10.6
    %
    
    
    10.9
    %
 Sales of Real Estate.
     Cost of Real Estate Sales.
 105




---



##### Table of Contents



Real Estate
  Fee-Based Sales Commission Revenue.
  Selling and Marketing Expenses.
 General and Administrative Expenses.
 Other Resort Fee-Based Services
  For the Year Ended2010
    
    
    Interim PeriodFee-based management services
    
    $
    24,756
    
    
    
    2,725Title operations
    
    
    7,182
    
    
    
    442Net carrying cost of developer
inventory
    
    
    (8,561
    )
    
    
    (392
    )Other
    
    
    (4,261
    )
    
    
    (313
    )Total
    
    $
    19,116
    
    
    
    2,462
 Other Resort Fee-Based Services Revenue.
  106




---



##### Table of Contents



Real Estate
  Cost of Other Resort Fee-Based Services.
 Bluegreen Communities  Year ended December 31, 2010 compared to the Interim Period
  Year endedDecember 31,
    
    
    Interim2010
    
    
    PeriodNumber of homesites sold
    
    
    239
    
    
    
    50Average sales price per homesite
    
    $
    61,071
    
    
    $
    66,004
     107




---



##### Table of Contents



Real Estate
      Finance Operations
  108




---



##### Table of Contents



Real Estate
 Profit from Notes Receivable Portfolio and Mortgage Servicing Operations.
 For the Year Ended2010
    
    
    Interim PeriodInterest income:VOI notes receivable
    
    $
    93,425
    
    
    
    10,169Retained interest on notes
receivable sold
    
    
    
    
    
    
    2,027Other
    
    
    189
    
    
    
    (14
    )Total interest income
    
    
    93,614
    
    
    
    12,182Servicing fee incomeFee-based services
    
    
    191
    
    
    
    Total income
    
    
    93,805
    
    
    
    12,182Interest expense:Receivable-backed notes payable
    
    
    42,289
    
    
    
    5,328Cost of mortgage servicing operations
    
    
    2,349
    
    
    
    Total expense
    
    
    44,638
    
    
    
    5,328$
    49,167
    
    
    
    6,854
  Mortgage Servicing Operations.
  Interest Expense.
 109




---



##### Table of Contents



Real Estate
     Corporate General and Administrative Expenses
 Non-controlling Interests in Income of Consolidated Subsidiary.
 Provision (Benefit) for Income Taxes.
 Bluegreens Liquidity and Capital Resources
    110




---



##### Table of Contents



Real Estate
       111




---



##### Table of Contents



Real Estate
  Credit Facilities
  Credit Facilities for Bluegreen Receivables with Future Availability
  AdvanceOutstanding
    
    
    Availability
    
    
    Period
    
    
    BorrowingBalance
    
    
    as of
    
    
    Expiration;
    
    
    Rate; Rate asBorrowing
    
    
    As of December
    
    
    December 31,
    
    
    Borrowing
    
    
    of  DecemberLimit
    
    
    31, 2010
    
    
    2010
    
    
    Maturity
    
    
    31, 2010BB&T Purchase Facility(1)
    
    $
    75,000
    
    
    $
    
    
    
    $
    75,000
    
    
    December 2011; 
September 2023
    

    Prime Rate +2.00%(2); 5.25%%Quorum Facility
    
    
    20,000
    
    
    
    108
    
    
    
    19,892
    
    
    December 2011;
 December 2030
    

    8.00%$
    95,000
    
    
    $
    108
    
    
    $
    94,892
  OutstandingBalance
    
    
    Availability
    
    
    Advance Period
    
    
    Borrowing Rate;As of
    
    
    as of
    
    
    Expiration;
    
    
    Rate as ofBorrowing
    
    
    February 28,
    
    
    February
    
    
    Borrowing
    
    
    February 28,Limit
    
    
    2011
    
    
    28, 2011
    
    
    Maturity
    
    
    2011BB&T Purchase Facility(1)
    
    $
    75,000
    
    
    $
    1,026
    
    
    $
    73,974
    
    
    December 2011; September 2023
    
    

    Prime Rate +2.00%(2); 5.25%Quorum Facility
    
    
    20,000
    
    
    
    706
    
    
    
    19,294
    
    
    December 2011; December 2030
    

    8.00%NBA Receivables Facility(3)
    
    
    20,000
    
    
    
    17,290
    
    
    
    2,710
    
    
    June 2011; June 2018
    

    LIBOR+5.25%; 6.75%(5)Liberty Bank Facility(4)
    
    
    60,000
    
    
    
    46,978
    
    
    
    13,022
    
    
    February 2013; February 2016
    

    Prime Rate +2.25%; 6.50%(6)$
    175,000
    
    
    $
    66,000
    
    
    $
    109,000
 
 (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)
    
    The borrowing rate is subject to tiered increases once the outstanding
balance equals or exceeds $25.0 million, subject to a maximum interest rate of the Prime
Rate plus 3.5%, once the facility equals or exceeds $50.0 million. 112




---



##### Table of Contents



Real Estate
 
 (3)
    
    We have received a term sheet to amend our existing National Bank of
Arizona (NBA) facility to allow us to pledge additional timeshare receivables up to the
borrowing limit, with the additional advances not to exceed $5.0 million. There can be no
assurances that we will close on this amendment on favorable terms, if at all.(4)
    
    In February of 2011, we revised the terms of and extended the revolving advance period of the Liberty
Bank Facility with certain existing participants in the Liberty-led syndicate. In addition to the $ 47.0 million
outstanding to the extending participants reflected in this table, an additional $ 17.4 million
is outstanding as of February 28, 2011 to the other participants. This amount outstanding to the
other participants does not reduce the availability under the extended Liberty Bank Facility.
See Other Outstanding Receivable-Backed Notes Payable below for further
information regarding the terms of this amendment and extension.(5)
    
    Interest charged on this facility is subject to a floor of 6.75%(6)
    
    Interest charged on this facility is subject to a floor of 6.50% BB&T Purchase Facility.
   Quorum Facility.
 Other Outstanding Receivable-Backed Notes Payable
  113




---



##### Table of Contents



Real Estate
 Balance as of
    
    
    
    
    
    
    Borrowing Rate;December 31,
    
    
    Borrowing
    
    
    Rate as of December2010
    
    
    Maturity
    
    
    31, 2010Liberty Bank Facility
    
    $
    67,514
    
    
    August 27, 2014
    
    
    Prime +
2.25%;
 6.50 % (1)GE Bluegreen/Big Cedar Facility
    
    
    23,877
    
    
    August 16, 2016
    
    
    30 day LIBOR+1.75%;
 2.01%Legacy
Securitization (2)
    
    
    22,960
    
    
    September 2, 2025
    
    
    12%(2)RFA Receivables Facility
    
    
    3,159
    
    
    February 15, 2015
    
    
    30 day LIBOR+4.00%;
 4.26%NBA Receivable Facility
    
    
    18,351
    
    
    
    September 30, 2017
    
    
    
    30 Day LIBOR +
 5.25%; 6.75% (3)Non-recourse Securitization
Debt
    
    
    436,271
    
    
    Varies
    
    Varies$
    572,132
 
 (1)
    
    Interest charged on this facility is subject to a floor of 6.50%(2)
    
    Legacy Securitization debt bears interest at a coupon rate of 12% and was
issued at a discount resulting in an effective yield of 18.5%. The associated debt
balance is presented net of the discount of $2.6 million.(3)
    
    Interest charged on this facility is subject to a floor of 6.75% Liberty Bank Facility
    The GE Bluegreen/Big Cedar Receivables Facility.
 114




---



##### Table of Contents



Real Estate
  Legacy Securitization
   NBA Receivables Facility.
  Receivable-Backed Notes Payable Previously Reported as Off-Balance-Sheet  Non-Recourse
Securitization Debt
 Consolidated Financial Statements
 115




---



##### Table of Contents



Real Estate
 Credit Facilities for Bluegreen Inventories without Existing Future Availability
  Balance as of
    
    
    
    
    
    Borrowing Rate;December 31,
    
    
    Borrowing

    
    Rate as of2010
    

    Maturity(1)

    
    December 31, 2010RFA AD&C Facility
    
    $
    52,264
    
    
    Varies by loan (2)
    
    30 day LIBOR+4.50%;4.76%H4BG Communities Facility
    
    
    30,842
    
    
    December 31, 2012
    
    Prime + 2.00%;8.00% (3)Textron AD&C Facility
    
    
    9,290
    
    
    Varies by loan (2)
    
    
    Prime + 1.25 - 1.50%;4.50%-4.75%Wells Fargo Term Loan
    
    
    30,776
    
    
    April 30, 2012
    
    30 day LIBOR + 6.87%;7.13%$
    123,172
 
 (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,
2010 and maturity.(2)
    
    The maturity dates for this facility vary by loan as discussed below.(3)
    
    The interest rate on this facility is subject to the following floors: (1) 8.0% until
the balance of the loan is less than or equal to $20 million, and (2) 6.0% thereafter. RFA AD&C Facility . TM
 H4BG Communities Facility.
  Textron AD&C Facility
 116




---



##### Table of Contents



Real Estate
    Wells Fargo Term Loan.
  Commitments
   Purchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MoreAccounting
    
    
    Less than
    
    
    13-36
    
    
    37-60
    
    
    than 60Category
    
    Total
    
    
    Adjustments
    
    
    12 months
    
    
    Months
    
    
    Months
    
    
    MonthsLong Term Debt Obligations(1)
    
    $
    768,001
    
    
    
    (56,877
    )
    
    
    52,396
    
    
    
    74,522
    
    
    
    93,732
    
    
    
    604,228Operating Lease Obligations
    
    
    58,390
    
    
    
    
    
    
    
    9,379
    
    
    
    12,986
    
    
    
    9,819
    
    
    
    26,206Total Obligations
    
    $
    826,391
    
    
    
    (56,877
    )
    
    
    61,775
    
    
    
    87,508
    
    
    
    103,551
    
    
    
    630,434
 
 (1)
    
    Contractual minimum principal payments for Legacy Securitization included in the
Receivable-backed notes payable after 5 years balance is presented net of discount of $2.6
million. 117




---



##### Table of Contents



Real Estate
      118




---



##### Table of Contents



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 2010 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, 2010 filed with the
Securities and Exchange Commission. Accordingly, references to the Company, The Parent 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 Financial Corporation, Woodbridge or Bluegreen.
 
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008BankAtlantic
    
    $
    (115,910
    )
    
    
    (148,708
    )
    
    
    (166,144
    )Parent Company
    
    
    (26,840
    )
    
    
    (40,812
    )
    
    
    (53,100
    )Loss from continuingoperations
    
    $
    (142,750
    )
    
    
    (189,520
    )
    
    
    (219,244
    )
 For the Year Ended December 31, 2010 as Compared to 2009
       119




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   For the Year Ended December 31, 2009 as Compared to 2008
    Discontinued Operations for the Years Ended December 31, 2010, 2009 and 2008
  120




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantic Results of Operations
 Key Events Impacting BankAtlantics Operations Over Past 8 Years:
 Floridas Most Convenient Bank
        121




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2010 vs
    
    
    2009 vs2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net interest income
    
    $
    151,334
    
    
    
    163,324
    
    
    
    193,648
    
    
    
    (11,990
    )
    
    
    (30,324
    )Provision for loan losses
    
    
    (138,825
    )
    
    
    (214,244
    )
    
    
    (135,383
    )
    
    
    75,419
    
    
    
    (78,861
    )Net interest income (expense) after
provision for loan losses
    
    
    12,509
    
    
    
    (50,920
    )
    
    
    58,265
    
    
    
    63,429
    
    
    
    (109,185
    )Non-interest income
    
    
    105,762
    
    
    
    129,292
    
    
    
    137,308
    
    
    
    (23,530
    )
    
    
    (8,016
    )Non-interest expense
    
    
    (236,315
    )
    
    
    (258,799
    )
    
    
    (330,623
    )
    
    
    22,484
    
    
    
    71,824BankAtlantic (loss) income before
income taxes
    
    
    (118,044
    )
    
    
    (180,427
    )
    
    
    (135,050
    )
    
    
    62,383
    
    
    
    (45,377
    )Benefit/(provision) for income taxes
    
    
    2,134
    
    
    
    31,719
    
    
    
    (31,094
    )
    
    
    (29,585
    )
    
    
    62,813BankAtlantic net loss
    
    $
    (115,910
    )
    
    
    (148,708
    )
    
    
    (166,144
    )
    
    
    32,798
    
    
    
    17,436
 122




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantics Net Interest Income
 For the Years EndedDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 31, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(Dollars are in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateInterest earning assetsLoans: (a)Residential real estate
    
    $
    1,392,600
    
    
    
    68,392
    
    
    
    4.91
    
    
    
    1,758,188
    
    
    
    89,836
    
    
    
    5.11
    
    
    
    2,053,645
    
    
    
    111,691
    
    
    
    5.44Commercial real estate
    
    
    1,043,261
    
    
    
    39,758
    
    
    
    3.81
    
    
    
    1,204,005
    
    
    
    46,746
    
    
    
    3.88
    
    
    
    1,238,307
    
    
    
    69,642
    
    
    
    5.62Consumer
    
    
    661,718
    
    
    
    19,285
    
    
    
    2.91
    
    
    
    723,135
    
    
    
    21,104
    
    
    
    2.92
    
    
    
    743,863
    
    
    
    33,950
    
    
    
    4.56Commercial business
    
    
    135,669
    
    
    
    9,036
    
    
    
    6.66
    
    
    
    143,224
    
    
    
    7,461
    
    
    
    5.21
    
    
    
    132,565
    
    
    
    9,516
    
    
    
    7.18Small business
    
    
    307,269
    
    
    
    19,295
    
    
    
    6.28
    
    
    
    316,328
    
    
    
    20,010
    
    
    
    6.33
    
    
    
    320,853
    
    
    
    22,162
    
    
    
    6.91Total loans
    
    
    3,540,517
    
    
    
    155,766
    
    
    
    4.40
    
    
    
    4,144,880
    
    
    
    185,157
    
    
    
    4.47
    
    
    
    4,489,233
    
    
    
    246,961
    
    
    
    5.50Investment securities (b)
    
    
    719,429
    
    
    
    20,251
    
    
    
    2.81
    
    
    
    706,953
    
    
    
    37,857
    
    
    
    5.35
    
    
    
    1,098,895
    
    
    
    65,570
    
    
    
    5.97Federal funds sold
    
    
    2,303
    
    
    
    7
    
    
    
    0.30
    
    
    
    14,760
    
    
    
    33
    
    
    
    0.22
    
    
    
    44,031
    
    
    
    754
    
    
    
    1.71Total investment securities
    
    
    721,732
    
    
    
    20,258
    
    
    
    2.81
    
    
    
    721,713
    
    
    
    37,890
    
    
    
    5.25
    
    
    
    1,142,926
    
    
    
    66,324
    
    
    
    5.80Total interest earning assets
    
    
    4,262,249
    
    
    
    176,024
    
    
    
    4.13
    
    
    
    4,866,593
    
    
    
    223,047
    
    
    
    4.58
    
    
    
    5,632,159
    
    
    
    313,285
    
    
    
    5.56Total non-interest earning assets
    
    
    296,336
    
    
    
    
    
    
    
    
    
    
    
    319,520
    
    
    
    
    
    
    
    
    
    
    
    482,322Total assets
    
    $
    4,558,585
    
    
    
    
    
    
    
    
    
    
    
    5,186,113
    
    
    
    
    
    
    
    
    
    
    
    6,114,481Interest bearing liabilitiesDeposits:Savings
    
    $
    441,286
    
    
    
    1,112
    
    
    
    0.25
    
    
    
    436,169
    
    
    
    1,612
    
    
    
    0.37
    
    
    
    503,464
    
    
    
    4,994
    
    
    
    0.99NOW, money funds and checking
    
    
    1,878,123
    
    
    
    9,288
    
    
    
    0.49
    
    
    
    1,589,340
    
    
    
    9,961
    
    
    
    0.63
    
    
    
    1,506,479
    
    
    
    17,784
    
    
    
    1.18Certificate accounts
    
    
    758,000
    
    
    
    12,111
    
    
    
    1.60
    
    
    
    1,192,012
    
    
    
    30,311
    
    
    
    2.54
    
    
    
    1,088,170
    
    
    
    41,485
    
    
    
    3.81Total interest bearing deposits
    
    
    3,077,409
    
    
    
    22,511
    
    
    
    0.73
    
    
    
    3,217,521
    
    
    
    41,884
    
    
    
    1.30
    
    
    
    3,098,113
    
    
    
    64,263
    
    
    
    2.07Securities sold under agreements
to repurchase and federal funds
purchased
    
    
    35,056
    
    
    
    46
    
    
    
    0.13
    
    
    
    108,248
    
    
    
    237
    
    
    
    0.22
    
    
    
    141,654
    
    
    
    2,699
    
    
    
    1.91Advances from FHLB
    
    
    107,455
    
    
    
    1,209
    
    
    
    1.13
    
    
    
    553,146
    
    
    
    16,522
    
    
    
    2.99
    
    
    
    1,417,718
    
    
    
    50,942
    
    
    
    3.59Subordinated debentures and
notes payable
    
    
    22,125
    
    
    
    924
    
    
    
    4.18
    
    
    
    22,757
    
    
    
    1,080
    
    
    
    4.75
    
    
    
    26,004
    
    
    
    1,733
    
    
    
    6.66Total interest bearing liabilities
    
    
    3,242,045
    
    
    
    24,690
    
    
    
    0.76
    
    
    
    3,901,672
    
    
    
    59,723
    
    
    
    1.53
    
    
    
    4,683,489
    
    
    
    119,637
    
    
    
    2.55Non-interest bearing liabilitiesDemand deposit and escrow accounts
    
    
    903,122
    
    
    
    
    
    
    
    
    
    
    
    809,900
    
    
    
    
    
    
    
    
    
    
    
    828,825Other liabilities
    
    
    55,221
    
    
    
    
    
    
    
    
    
    
    
    62,343
    
    
    
    
    
    
    
    
    
    
    
    50,584Total non-interest bearing liabilities
    
    
    958,343
    
    
    
    
    
    
    
    
    
    
    
    872,243
    
    
    
    
    
    
    
    
    
    
    
    879,409Stockholders equity
    
    
    358,197
    
    
    
    
    
    
    
    
    
    
    
    412,198
    
    
    
    
    
    
    
    
    
    
    
    551,583Total liabilities and stockholders
equity
    
    $
    4,558,585
    
    
    
    
    
    
    
    
    
    
    
    5,186,113
    
    
    
    
    
    
    
    
    
    
    
    6,114,481Net interest income/net
interest spread
    
    
    
    
    
    
    151,334
    
    
    
    3.37
    
    
    
    
    
    
    
    163,324
    
    
    
    3.05
    
    
    
    
    
    
    
    193,648
    
    
    
    3.01Net interest income
    
    
    
    
    
    
    151,334
    
    
    
    
    
    
    
    
    
    
    
    163,324
    
    
    
    
    
    
    
    
    
    
    
    193,648MarginInterest income/interest earning assets
    
    
    %
    
    
    
    
    
    
    
    4.13
    
    
    
    
    
    
    
    
    
    
    
    4.58
    
    
    
    
    
    
    
    
    
    
    
    5.56Interest expense/interest earning
assets
    
    
    
    
    
    
    
    
    
    
    0.58
    
    
    
    
    
    
    
    
    
    
    
    1.23
    
    
    
    
    
    
    
    
    
    
    
    2.12Net interest margin
    
    
    %
    
    
    
    
    
    
    
    3.55
    
    
    
    
    
    
    
    
    
    
    
    3.35
    
    
    
    
    
    
    
    
    
    
    
    3.44
 
 (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. 123




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 For the Year Ended December 31, 2010 as Compared to 2009
      For the Year Ended December 31, 2009 as Compared to 2008
    124




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
     Year Ended
    
    
    Year EndedDecember 31, 2010
    
    
    December 31, 2009Compared to 2009
    
    
    Compared to 2009Volume (a)
    
    
    Rate
    
    
    Total
    
    
    Volume (a)
    
    
    Rate
    
    
    TotalIncrease (decrease) due to:Loans
    
    $
    (26,589
    )
    
    
    (2,802
    )
    
    
    (29,391
    )
    
    
    (15,383
    )
    
    
    (46,421
    )
    
    
    (61,804
    )Taxable investment securities (b)
    
    
    351
    
    
    
    (17,957
    )
    
    
    (17,606
    )
    
    
    (20,988
    )
    
    
    (6,725
    )
    
    
    (27,713
    )Federal funds sold
    
    
    (38
    )
    
    
    12
    
    
    
    (26
    )
    
    
    (65
    )
    
    
    (656
    )
    
    
    (721
    )Total earning assets
    
    
    (26,276
    )
    
    
    (20,747
    )
    
    
    (47,023
    )
    
    
    (36,436
    )
    
    
    (53,802
    )
    
    
    (90,238
    )Deposits:Savings
    
    
    13
    
    
    
    (513
    )
    
    
    (500
    )
    
    
    (249
    )
    
    
    (3,133
    )
    
    
    (3,382
    )NOW, money funds,
and checking
    
    
    1,428
    
    
    
    (2,101
    )
    
    
    (673
    )
    
    
    519
    
    
    
    (8,342
    )
    
    
    (7,823
    )Certificate accounts
    
    
    (6,934
    )
    
    
    (11,266
    )
    
    
    (18,200
    )
    
    
    2,641
    
    
    
    (13,815
    )
    
    
    (11,174
    )Total deposits
    
    
    (5,493
    )
    
    
    (13,880
    )
    
    
    (19,373
    )
    
    
    2,911
    
    
    
    (25,290
    )
    
    
    (22,379
    )Securities sold under
agreements to repurchase
    
    
    (96
    )
    
    
    (95
    )
    
    
    (191
    )
    
    
    (73
    )
    
    
    (2,389
    )
    
    
    (2,462
    )Advances from FHLB
    
    
    (5,015
    )
    
    
    (10,298
    )
    
    
    (15,313
    )
    
    
    (25,824
    )
    
    
    (8,596
    )
    
    
    (34,420
    )Subordinated debentures
    
    
    (26
    )
    
    
    (130
    )
    
    
    (156
    )
    
    
    (154
    )
    
    
    (499
    )
    
    
    (653
    )(5,137
    )
    
    
    (10,523
    )
    
    
    (15,660
    )
    
    
    (26,051
    )
    
    
    (11,484
    )
    
    
    (37,535
    )Total interest bearing liabilities
    
    
    (10,630
    )
    
    
    (24,403
    )
    
    
    (35,033
    )
    
    
    (23,140
    )
    
    
    (36,774
    )
    
    
    (59,914
    )Change in tax equivalent
interest income
    
    $
    (15,646
    )
    
    
    3,656
    
    
    
    (11,990
    )
    
    
    (13,296
    )
    
    
    (17,028
    )
    
    
    (30,324
    )
 
 (a)
    
    Changes attributable to rate/volume have been allocated to volume.(b)
    
    Average balances were based on amortized cost.  125




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  BankAtlantics Asset Quality
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    173,588
    
    
    
    125,572
    
    
    
    94,020
    
    
    
    43,602
    
    
    
    41,192Charge-offs:Commercial non-mortgage
    
    
    (996
    )
    
    
    (516
    )
    
    
    
    
    
    
    
    
    
    
    Commercial real estate loans
    
    
    (86,426
    )
    
    
    (96,300
    )
    
    
    (60,057
    )
    
    
    (12,562
    )
    
    
    (7,000
    )Small business
    
    
    (7,873
    )
    
    
    (9,105
    )
    
    
    (4,886
    )
    
    
    (2,554
    )
    
    
    (951
    )Consumer loans
    
    
    (39,483
    )
    
    
    (40,223
    )
    
    
    (28,942
    )
    
    
    (7,065
    )
    
    
    (681
    )Residential real estate loans
    
    
    (18,305
    )
    
    
    (23,264
    )
    
    
    (4,816
    )
    
    
    (461
    )
    
    
    (239
    )Continuing loan products
    
    
    (153,083
    )
    
    
    (169,408
    )
    
    
    (98,701
    )
    
    
    (22,642
    )
    
    
    (8,871
    )Discontinued loan products
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    (34
    )Total charge-offs
    
    
    (153,083
    )
    
    
    (169,421
    )
    
    
    (98,701
    )
    
    
    (22,642
    )
    
    
    (8,905
    )Recoveries:Commercial non-mortgage
    
    
    98
    
    
    
    492
    
    
    
    7
    
    
    
    96
    
    
    
    291Commercial real estate loans
    
    
    1,337
    
    
    
    700
    
    
    
    
    
    
    
    304
    
    
    
    419Small business
    
    
    626
    
    
    
    494
    
    
    
    428
    
    
    
    417
    
    
    
    566Consumer loans
    
    
    1,011
    
    
    
    561
    
    
    
    365
    
    
    
    578
    
    
    
    536Residential real estate loans
    
    
    1,166
    
    
    
    912
    
    
    
    397
    
    
    
    15
    
    
    
    348Continuing loan products
    
    
    4,238
    
    
    
    3,159
    
    
    
    1,197
    
    
    
    1,410
    
    
    
    2,160Discontinued loan products
    
    
    649
    
    
    
    34
    
    
    
    113
    
    
    
    808
    
    
    
    581Total recoveries
    
    
    4,887
    
    
    
    3,193
    
    
    
    1,310
    
    
    
    2,218
    
    
    
    2,741Net charge-offs
    
    
    (148,196
    )
    
    
    (166,228
    )
    
    
    (97,391
    )
    
    
    (20,424
    )
    
    
    (6,164
    )Provision for loan losses
    
    
    138,825
    
    
    
    214,244
    
    
    
    135,383
    
    
    
    70,842
    
    
    
    8,574Transfer to held for sale
    
    
    (2,908
    )Transfer specific reserves to
Parent Company
    
    
    
    
    
    
    
    
    
    
    (6,440
    )
    
    
    
    
    
    
    Balance, end of period
    
    $
    161,309
    
    
    
    173,588
    
    
    
    125,572
    
    
    
    94,020
    
    
    
    43,602
  126




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
    127




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  As of December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006NON-PERFORMING ASSETSNon-accrual assets:Tax certificates
    
    $
    3,636
    
    
    
    2,161
    
    
    
    1,441
    
    
    
    2,094
    
    
    
    632Residential (1)
    
    
    86,538
    
    
    
    76,401
    
    
    
    34,734
    
    
    
    8,678
    
    
    
    2,629Commercial real estate (2)
    
    
    243,299
    
    
    
    167,867
    
    
    
    161,947
    
    
    
    165,818
    
    
    
    Commercial non-mortgage
    
    
    16,123
    
    
    
    18,063
    
    
    
    
    
    
    
    
    
    
    
    Small business
    
    
    10,879
    
    
    
    9,338
    
    
    
    4,644
    
    
    
    877
    
    
    
    244Consumer
    
    
    14,120
    
    
    
    14,451
    
    
    
    6,763
    
    
    
    3,218
    
    
    
    1,563Total non-accrual assets (3)
    
    
    374,595
    
    
    
    288,281
    
    
    
    209,529
    
    
    
    180,685
    
    
    
    5,068Repossessed assets:Residential real estate
    
    
    16,418
    
    
    
    9,607
    
    
    
    2,285
    
    
    
    413
    
    
    
    617Commercial real estate
    
    
    44,136
    
    
    
    25,442
    
    
    
    16,500
    
    
    
    16,763
    
    
    
    21,130Small business real estate
    
    
    3,693
    
    
    
    580
    
    
    
    260
    
    
    
    
    
    
    
    Consumer real estate
    
    
    81
    
    
    
    306
    
    
    
    
    
    
    
    40
    
    
    
    Other repossessed assets
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    Total repossessed assets
    
    
    64,328
    
    
    
    35,945
    
    
    
    19,045
    
    
    
    17,216
    
    
    
    21,747Total non-performing assets
    
    $
    438,923
    
    
    
    324,226
    
    
    
    228,574
    
    
    
    197,901
    
    
    
    26,815Total non-performing assets as
a percentage of:Total assets
    
    
    9.82
    
    
    
    6.82
    
    
    
    4.00
    
    
    
    3.21
    
    
    
    0.43Loans, tax certificates and
real estate owned
    
    
    13.08
    
    
    
    8.13
    
    
    
    4.95
    
    
    
    4.10
    
    
    
    0.55TOTAL ASSETS
    
    $
    4,469,168
    
    
    
    4,755,122
    
    
    
    5,713,690
    
    
    
    6,161,962
    
    
    
    6,187,122TOTAL LOANS, TAX CERTIFICATES
AND NET REAL ESTATE OWNED
    
    $
    3,355,711
    
    
    
    3,987,248
    
    
    
    4,620,956
    
    
    
    4,827,114
    
    
    
    4,907,660Allowance for loan losses
    
    $
    161,309
    
    
    
    173,588
    
    
    
    125,572
    
    
    
    94,020
    
    
    
    43,602Tax certificates
    
    $
    89,789
    
    
    
    110,991
    
    
    
    213,534
    
    
    
    188,401
    
    
    
    199,090Allowance for tax certificate losses
    
    $
    8,811
    
    
    
    6,781
    
    
    
    6,064
    
    
    
    3,289
    
    
    
    3,699ACCRUING IMPAIRED
LOANSContractually past due 90 days
or more (4)
    
    $
    
    
    
    
    9,960
    
    
    
    15,721
    
    
    
    
    
    
    
    Performing impaired loans (5)
    
    
    11,880
    
    
    
    6,150
    
    
    
    
    
    
    
    
    
    
    
    163Troubled debt restructured loans
    
    
    96,006
    
    
    
    107,642
    
    
    
    25,843
    
    
    
    2,488
    
    
    
    TOTAL ACCRUING
IMPAIRED LOANS
    
    $
    107,886
    
    
    
    123,752
    
    
    
    41,564
    
    
    
    2,488
    
    
    
    163
 
 (1)
    
    Includes $38.9 million, $41.3 million and $20.8 million of interest-only
residential loans as of December 31, 2010, 2009 and2008, respectively.(2)
    
    Excluded from the above table as of December 31, 2010, 2009 and 2008 were
$14.5 million, $44.9 million and $79.3 million, respectively, of commercial
residential loans that were transferred to a work-out subsidiary of the Parent Company in
March 2008.(3)
    
    Includes $143.8 million, $45.7 million and $2.3 million of troubled debt restructured
loans as of December 31, 2010, 2009 and 2008, respectively.(4)
    
    The majority of these loans had matured and the borrowers continue to make payments
under the matured loan agreement or the loan had 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.   128




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
     As of December 31,2010
    
    
    2009
    
    
    2008Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    130,783
    
    
    
    70,990
    
    
    
    32,225
    
    
    
    83,767
    
    
    
    
    
    
    
    25,843Small business
    
    
    2,990
    
    
    
    9,401
    
    
    
    4,520
    
    
    
    7,325
    
    
    
    2,289
    
    
    
    Consumer
    
    
    3,070
    
    
    
    12,638
    
    
    
    1,774
    
    
    
    12,969
    
    
    
    
    
    
    
    Residential
    
    
    6,917
    
    
    
    2,977
    
    
    
    7,178
    
    
    
    3,580
    
    
    
    
    
    
    
    Total
    
    $
    143,760
    
    
    
    96,006
    
    
    
    45,697
    
    
    
    107,641
    
    
    
    2,289
    
    
    
    25,843
  129




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  UnpaidPrincipal
    
    
    Recorded
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Investment
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (3)
    
    
    Type
    
    
    Full AppraisalResidential Land DevelopersRelationship No. 1 (1)
    
    $
    41,233
    
    
    
    16,858
    
    
    
    358
    
    
    
    Q3-2004
    
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land A&D (4)
    
    
    Q4-2010Commercial Land DevelopersRelationship No. 2
    
    
    14,000
    
    
    
    14,000
    
    
    
    6,975
    
    
    
    Q2-2005
    
    
    
    Q4-2010
    
    
    
    (2
    )
    
    Land A&D (4)
    
    
    Q4-2009Relationship No. 3
    
    
    26,210
    
    
    
    26,210
    
    
    
    10,657
    
    
    
    Q1-1995
    
    
    
    Q4-2009
    
    
    
    Q4-2009
    
    
    Land A&D (4)
    
    
    Q2-2010Relationship No. 4
    
    
    17,777
    
    
    
    17,777
    
    
    
    8,634
    
    
    
    Q3-2006
    
    
    
    Q1-2010
    
    
    
    Q1-2010
    
    
    Commercial mixed-use
    
    
    Q4-2010Total
    
    
    57,987
    
    
    
    57,987
    
    
    
    26,266Commercial Non-Residential
DevelopersRelationship No. 5
    
    
    15,403
    
    
    
    15,403
    
    
    
    1,895
    
    
    
    Q3-2007
    
    
    
    Q4-2010
    
    
    
    (2
    )
    
    Construction 5+
    
    
    Q1-2010Relationship No. 6
    
    
    25,079
    
    
    
    25,079
    
    
    
    8,359
    
    
    
    Q3-2006
    
    
    
    Q2-2010
    
    
    
    (2
    )
    
    Self Storage
    
    
    Q2-2010Relationship No. 7
    
    
    16,331
    
    
    
    16,331
    
    
    
    4,147
    
    
    
    Q1-2007
    
    
    
    Q3-2010
    
    
    
    (2
    )
    
    Shopping Center
    
    
    Q4-2010Total
    
    
    56,813
    
    
    
    56,813
    
    
    
    14,401Total of Large Relationships
    
    
    156,033
    
    
    
    131,658
    
    
    
    41,025
 
 (1)
    
    During 2010 and 2009, BankAtlantic recognized partial charge-offs on relationship No. 1
of $14.6 million and $8.1 million.(2)
    
    A modification was executed, and the loan is reported as a troubled debt restructured
loan, but is not in default as of December 31, 2010.(3)
    
    The default date is defined as the date of the initial missed payment prior to default.(4)
    
    Acquisition and development (A&D).     130




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
  Amortizing Purchased Residential LoansYear of
    
    Unpaid
    
    
    Recorded
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosOrigination
    
    Principal
    
    
    Investment
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    42,249
    
    
    
    40,916
    
    
    
    65.04
    %
    
    
    115.05
    %
    
    
    741
    
    
    
    740
    
    
    
    6,273
    
    
    
    33.32
    %2006
    
    
    49,081
    
    
    
    47,887
    
    
    
    70.79
    %
    
    
    122.31
    %
    
    
    736
    
    
    
    721
    
    
    
    5,709
    
    
    
    35.83
    %2005
    
    
    67,760
    
    
    
    64,927
    
    
    
    73.88
    %
    
    
    116.24
    %
    
    
    725
    
    
    
    714
    
    
    
    11,851
    
    
    
    35.83
    %2004
    
    
    294,404
    
    
    
    292,274
    
    
    
    68.39
    %
    
    
    82.97
    %
    
    
    733
    
    
    
    726
    
    
    
    23,025
    
    
    
    34.79
    %Prior to 2004
    
    
    135,924
    
    
    
    135,732
    
    
    
    67.68
    %
    
    
    60.06
    %
    
    
    732
    
    
    
    728
    
    
    
    5,757
    
    
    
    34.31
    %
 Interest Only Purchased Residential LoansYear of
    
    Unpaid
    
    
    Recorded
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosOrigination
    
    Principal
    
    
    Investment
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    78,271
    
    
    
    75,357
    
    
    
    72.49
    %
    
    
    129.40
    %
    
    
    750
    
    
    
    741
    
    
    
    15,134
    
    
    
    34.08
    %2006
    
    
    182,168
    
    
    
    176,126
    
    
    
    73.89
    %
    
    
    124.26
    %
    
    
    740
    
    
    
    741
    
    
    
    30,198
    
    
    
    35.00
    %2005
    
    
    155,098
    
    
    
    153,978
    
    
    
    70.57
    %
    
    
    118.40
    %
    
    
    740
    
    
    
    744
    
    
    
    5,616
    
    
    
    34.42
    %2004
    
    
    74,016
    
    
    
    73,611
    
    
    
    70.24
    %
    
    
    99.12
    %
    
    
    744
    
    
    
    717
    
    
    
    6,877
    
    
    
    32.13
    %Prior to 2004
    
    
    71,174
    
    
    
    71,174
    
    
    
    58.42
    %
    
    
    80.59
    %
    
    
    742
    
    
    
    733
    
    
    
    2,197
    
    
    
    31.90
    %
  Amortizing Purchased Residential LoansUnpaid
    
    
    Recorded
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Principal
    
    
    Investment
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    10,706
    
    
    
    10,510
    
    
    
    68.02
    %
    
    
    126.62
    %
    
    
    729
    
    
    
    735
    
    
    
    1,227
    
    
    
    32.91
    %California
    
    
    145,772
    
    
    
    142,735
    
    
    
    68.80
    %
    
    
    87.30
    %
    
    
    737
    
    
    
    734
    
    
    
    15,472
    
    
    
    35.34
    %Florida
    
    
    85,754
    
    
    
    83,537
    
    
    
    69.37
    %
    
    
    103.52
    %
    
    
    723
    
    
    
    710
    
    
    
    12,059
    
    
    
    35.08
    %Nevada
    
    
    6,585
    
    
    
    6,585
    
    
    
    71.29
    %
    
    
    116.93
    %
    
    
    743
    
    
    
    734
    
    
    
    570
    
    
    
    36.62
    %Other States
    
    
    354,626
    
    
    
    352,387
    
    
    
    68.50
    %
    
    
    82.71
    %
    
    
    733
    
    
    
    731
    
    
    
    23,762
    
    
    
    34.11
    %
 Interest Only Purchased Residential LoansUnpaid
    
    
    Recorded
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Principal
    
    
    Investment
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    17,180
    
    
    
    16,746
    
    
    
    71.21
    %
    
    
    148.12
    %
    
    
    758
    
    
    
    751
    
    
    
    2,772
    
    
    
    31.61
    %California
    
    
    161,445
    
    
    
    158,305
    
    
    
    70.44
    %
    
    
    108.90
    %
    
    
    741
    
    
    
    736
    
    
    
    21,153
    
    
    
    33.78
    %Florida
    
    
    36,528
    
    
    
    33,835
    
    
    
    69.63
    %
    
    
    141.25
    %
    
    
    746
    
    
    
    733
    
    
    
    12,081
    
    
    
    32.36
    %Nevada
    
    
    8,727
    
    
    
    7,291
    
    
    
    74.66
    %
    
    
    197.75
    %
    
    
    741
    
    
    
    723
    
    
    
    4,559
    
    
    
    34.64
    %Other States
    
    
    336,847
    
    
    
    334,067
    
    
    
    70.20
    %
    
    
    110.51
    %
    
    
    741
    
    
    
    742
    
    
    
    19,455
    
    
    
    34.31
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of the
first quarter of 2010 from automated valuation models.(2)
    
    Current FICO scores based on borrowers for which FICO scores were available as of the second
quarter of 2010.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service.  131




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
  December 31, 2010
    
    
    December 31, 2009
    
    
    December 31, 2008ALL
    
    
    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 non-mortgage
    
    $
    10,786
    
    
    
    8.05
    %
    
    
    4.14
    %
    
    
    4,515
    
    
    
    2.94
    %
    
    
    3.94
    %
    
    
    3,173
    
    
    
    2.22
    %
    
    
    3.15
    %Commercial real estate
    
    
    83,029
    
    
    
    8.70
    
    
    
    29.46
    
    
    
    91,658
    
    
    
    7.71
    
    
    
    30.49
    
    
    
    75,850
    
    
    
    5.44
    
    
    
    30.69Small business
    
    
    11,514
    
    
    
    3.80
    
    
    
    9.35
    
    
    
    7,998
    
    
    
    2.56
    
    
    
    8.02
    
    
    
    8,133
    
    
    
    2.49
    
    
    
    7.20Residential real estate
    
    
    23,937
    
    
    
    1.96
    
    
    
    37.80
    
    
    
    27,000
    
    
    
    1.74
    
    
    
    39.85
    
    
    
    6,034
    
    
    
    0.31
    
    
    
    42.56Consumer
    
    
    32,043
    
    
    
    5.14
    
    
    
    19.25
    
    
    
    42,417
    
    
    
    6.14
    
    
    
    17.70
    
    
    
    32,382
    
    
    
    4.35
    
    
    
    16.40$
    161,309
    
    
    
    4.98
    
    
    
    100.00
    
    
    
    173,588
    
    
    
    4.45
    
    
    
    100.00
    
    
    
    125,572
    
    
    
    2.76
    
    
    
    100.00
 December 31, 2007
    
    
    December 31, 2006ALL
    
    
    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 non-mortgage
    
    $
    2,668
    
    
    
    2.04
    %
    
    
    2.65
    %
    
    
    2,359
    
    
    
    1.50
    %
    
    
    3.07
    %Commercial real estate
    
    
    72,948
    
    
    
    4.51
    
    
    
    32.78
    
    
    
    24,632
    
    
    
    1.28
    
    
    
    37.54Small business
    
    
    4,576
    
    
    
    1.44
    
    
    
    6.43
    
    
    
    4,495
    
    
    
    1.58
    
    
    
    5.57Residential real estate
    
    
    4,177
    
    
    
    0.19
    
    
    
    43.82
    
    
    
    4,242
    
    
    
    0.20
    
    
    
    42.33Consumer
    
    
    9,651
    
    
    
    1.37
    
    
    
    14.32
    
    
    
    7,874
    
    
    
    1.34
    
    
    
    11.49$
    94,020
    
    
    
    1.90
    
    
    
    100.00
    
    
    
    43,602
    
    
    
    0.85
    
    
    
    100.00
 132




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
  As of December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Commercial
non-mortgage
    
    $
    9,020
    
    
    
    174
    
    
    
    
    
    
    
    594
    
    
    
    Commercial real estate
    
    
    62,986
    
    
    
    42,523
    
    
    
    29,208
    
    
    
    17,015
    
    
    
    Small business
    
    
    2,936
    
    
    
    753
    
    
    
    300
    
    
    
    200
    
    
    
    Consumer
    
    
    1,791
    
    
    
    4,621
    
    
    
    
    
    
    
    
    
    
    
    Residential
    
    
    12,034
    
    
    
    8,784
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    88,767
    
    
    
    56,855
    
    
    
    29,508
    
    
    
    17,809
    
    
    
    
     133




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
       134




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
  BankAtlantics Non- Interest Income
  For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2010 vs.
    
    
    2009 vs.2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service charges on deposits
    
    $
    59,844
    
    
    
    75,739
    
    
    
    93,905
    
    
    
    (15,895
    )
    
    
    (18,166
    )Other service charges and fees
    
    
    30,140
    
    
    
    29,542
    
    
    
    28,959
    
    
    
    598
    
    
    
    583Securities activities, net
    
    
    2,864
    
    
    
    11,161
    
    
    
    2,395
    
    
    
    (8,297
    )
    
    
    8,766Income from unconsolidated subsidiaries
    
    
    
    
    
    
    479
    
    
    
    1,509
    
    
    
    (479
    )
    
    
    (1,030
    )Gains on sales of loans
    
    
    259
    
    
    
    467
    
    
    
    265
    
    
    
    (208
    )
    
    
    202Other
    
    
    12,655
    
    
    
    11,904
    
    
    
    10,275
    
    
    
    751
    
    
    
    1,629Non-interest income
    
    $
    105,762
    
    
    
    129,292
    
    
    
    137,308
    
    
    
    (23,530
    )
    
    
    (8,016
    )
     135




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
      For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Broker commissions
    
    $
    3,901
    
    
    
    3,969
    
    
    
    2,100Safe deposit box rental
    
    
    1,200
    
    
    
    1,183
    
    
    
    1,136Income from leases
    
    
    1,149
    
    
    
    1,127
    
    
    
    1,291Fee income
    
    
    1,997
    
    
    
    1,868
    
    
    
    1,946Other
    
    
    4,408
    
    
    
    3,757
    
    
    
    3,802Total other income
    
    $
    12,655
    
    
    
    11,904
    
    
    
    10,275
   136




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
 BankAtlantics Non- Interest Expense
  For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2010 vs.
    
    
    2009 vs.2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Employee compensation and benefits
    
    $
    91,131
    
    
    
    103,209
    
    
    
    125,851
    
    
    
    (12,078
    )
    
    
    (22,642
    )Occupancy and equipment
    
    
    53,585
    
    
    
    58,574
    
    
    
    64,774
    
    
    
    (4,989
    )
    
    
    (6,200
    )Advertising and promotion
    
    
    8,305
    
    
    
    8,395
    
    
    
    16,056
    
    
    
    (90
    )
    
    
    (7,661
    )Check losses
    
    
    2,421
    
    
    
    4,188
    
    
    
    8,767
    
    
    
    (1,767
    )
    
    
    (4,579
    )Professional fees
    
    
    17,365
    
    
    
    12,574
    
    
    
    10,979
    
    
    
    4,791
    
    
    
    1,595Supplies and postage
    
    
    3,813
    
    
    
    4,084
    
    
    
    4,580
    
    
    
    (271
    )
    
    
    (496
    )Telecommunication
    
    
    2,513
    
    
    
    2,464
    
    
    
    4,430
    
    
    
    49
    
    
    
    (1,966
    )Provision for tax certificates
    
    
    4,552
    
    
    
    3,388
    
    
    
    7,286
    
    
    
    1,164
    
    
    
    (3,898
    )Loss on sale of real estate held
for development and sale
    
    
    1,228
    
    
    
    
    
    
    
    92
    
    
    
    1,228
    
    
    
    (92
    )Impairment of real estate held
for development and sale
    
    
    
    
    
    
    3,871
    
    
    
    1,169
    
    
    
    (3,871
    )
    
    
    2,702Cost associated with debt redemption
    
    
    60
    
    
    
    7,463
    
    
    
    1,238
    
    
    
    (7,403
    )
    
    
    6,225Lease termination costs
    
    
    3,601
    
    
    
    2,156
    
    
    
    199
    
    
    
    1,445
    
    
    
    1,957Employee termination costs
    
    
    3,971
    
    
    
    2,024
    
    
    
    2,171
    
    
    
    1,947
    
    
    
    (147
    )Impairment of real estate held for sale
    
    
    2,604
    
    
    
    1,158
    
    
    
    4,758
    
    
    
    1,446
    
    
    
    (3,600
    )Impairment of real estate owned
    
    
    6,064
    
    
    
    4,124
    
    
    
    1,465
    
    
    
    1,940
    
    
    
    2,659Impairment of assets held for sale
    
    
    4,469
    
    
    
    
    
    
    
    
    
    
    
    4,469
    
    
    
    Impairment of goodwill
    
    
    
    
    
    
    9,124
    
    
    
    48,284
    
    
    
    (9,124
    )
    
    
    (39,160
    )FDIC special assessment
    
    
    
    
    
    
    2,428
    
    
    
    
    
    
    
    (2,428
    )
    
    
    2,428Gain (loss) on sale of real estate
    
    
    997
    
    
    
    (342
    )
    
    
    124
    
    
    
    1,339
    
    
    
    (466
    )Amortization of intangible assets
    
    
    1,248
    
    
    
    1,303
    
    
    
    1,359
    
    
    
    (55
    )
    
    
    (56
    )Other
    
    
    28,388
    
    
    
    28,614
    
    
    
    27,041
    
    
    
    (226
    )
    
    
    1,573Total non-interest expense
    
    $
    236,315
    
    
    
    258,799
    
    
    
    330,623
    
    
    
    (22,484
    )
    
    
    (71,824
    )
   137




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
         138




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
              139




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
  BankAtlantics Provision for Income Taxes
 For the Years Ended
    
    
    Change
    
    
    ChangeDecember 31,
    
    
    2010 vs.
    
    
    2009 vs.($ in thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Loss before income taxes
    
    $
    (118,044
    )
    
    
    (180,427
    )
    
    
    (135,050
    )
    
    
    62,383
    
    
    
    (45,377
    )Benefit/(provision) for income taxes
    
    
    2,134
    
    
    
    31,719
    
    
    
    (31,094
    )
    
    
    (29,585
    )
    
    
    62,813BankAtlantic net loss
    
    $
    (115,910
    )
    
    
    (148,708
    )
    
    
    (166,144
    )
    
    
    32,798
    
    
    
    17,436Effective tax rate
    
    
    1.81
    %
    
    
    17.58
    %
    
    
    -23.02
    %
   140




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
 Parent Company Results of Operations
  For the Years Ended
    
    Change
    
    

    ChangeDecember 31,

    
    2010 vs.
    
    
    2009 vs.2010
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net interest income (expense):Interest income on loans
    
    $
    228
    
    
    
    352
    
    
    
    261
    
    
    
    (124
    )
    
    
    91Interest and dividend income
on investments
    
    
    72
    
    
    
    221
    
    
    
    1,184
    
    
    
    (149
    )
    
    
    (963
    )Interest expense on junior
subordinated debentures
    
    
    (14,872
    )
    
    
    (15,535
    )
    
    
    (21,262
    )
    
    
    663
    
    
    
    5,727Net interest expense
    
    
    (14,572
    )
    
    
    (14,962
    )
    
    
    (19,817
    )
    
    
    390
    
    
    
    4,855Provision for loan losses
    
    
    (5,536
    )
    
    
    (18,414
    )
    
    
    (24,418
    )
    
    
    12,878
    
    
    
    6,004Net interest expense after
Provision for loan losses
    
    
    (20,108
    )
    
    
    (33,376
    )
    
    
    (44,235
    )
    
    
    13,268
    
    
    
    10,859Non-interest income:Income from unconsolidated
subsidiaries
    
    
    1,054
    
    
    
    487
    
    
    
    600
    
    
    
    567
    
    
    
    (113
    )Securities activities, net
    
    
    
    
    
    
    19
    
    
    
    (356
    )
    
    
    (19
    )
    
    
    375Other income
    
    
    1,257
    
    
    
    1,058
    
    
    
    1,027
    
    
    
    199
    
    
    
    31Non-interest income
    
    
    2,311
    
    
    
    1,564
    
    
    
    1,271
    
    
    
    747
    
    
    
    293Non-interest expense:Employee compensation and benefits
    
    
    2,819
    
    
    
    5,036
    
    
    
    3,046
    
    
    
    (2,217
    )
    
    
    1,990Professional fees
    
    
    3,074
    
    
    
    2,055
    
    
    
    1,782
    
    
    
    1,019
    
    
    
    273Advertising and promotion
    
    
    293
    
    
    
    251
    
    
    
    279
    
    
    
    42
    
    
    
    (28
    )Other
    
    
    2,857
    
    
    
    1,658
    
    
    
    3,634
    
    
    
    1,199
    
    
    
    (1,976
    )Non-interest expense
    
    
    9,043
    
    
    
    9,000
    
    
    
    8,741
    
    
    
    43
    
    
    
    259Loss before income taxes
    
    
    (26,840
    )
    
    
    (40,812
    )
    
    
    (51,705
    )
    
    
    13,972
    
    
    
    10,893(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    (1,395
    )
    
    
    
    
    
    
    1,395Parent Company loss
    
    $
    (26,840
    )
    
    
    (40,812
    )
    
    
    (53,100
    )
    
    
    13,972
    
    
    
    12,288
    141




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
           142




---



##### Table of Contents



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
  December 31,
    
    
    December 31,2010
    
    
    2009Non-accrual loans:Commercial residential real estate:Builder land loans
    
    $
    3,743
    
    
    
    14,060Land acquisition and development
    
    
    3,605
    
    
    
    10,376Land acquisition, development and
construction
    
    
    1,637
    
    
    
    14,903Total commercial residential real estate
    
    
    8,985
    
    
    
    39,339Commercial non-residential real estate
    
    
    5,523
    
    
    
    5,558Total non-accrual loans
    
    
    14,508
    
    
    
    44,897Allowance for loan losses  specific reserves
    
    
    (830
    )
    
    
    (13,630
    )Non-accrual loans, net
    
    
    13,678
    
    
    
    31,267Performing commercial non-residential loans,
net of allowance for loan losses
    
    
    2,811
    
    
    
    3,116Loans receivable, net
    
    $
    16,489
    
    
    
    34,383Real estate owned
    
    $
    10,160
    
    
    
    10,532
  143




---



##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
   UnpaidPrincipal
    
    
    Outstanding
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Balance
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (3)
    
    
    Type (4)
    
    
    Full AppraisalCommercial BusinessRelationship No. 1
    
    
    5,523
    
    
    
    5,523
    
    
    
    830
    
    
    
    Q4-2005
    
    
    
    Q4-2007
    
    
    
    Q4-2007
    
    
    Commercial Land
    
    
    Q4-2010Residential Land DevelopersRelationship No. 2 (1)
    
    
    19,881
    
    
    
    3,743
    
    
    
    
    
    
    
    Q1-2005
    
    
    
    Q4-2007
    
    
    
    Q1-2008
    
    
    Builder Land
    
    
    Q4-2010Relationship No. 3 (2)
    
    
    7,383
    
    
    
    1,639
    
    
    
    
    
    
    
    Q1-2006
    
    
    
    Q1-2008
    
    
    
    Q1-2008
    
    
    Land A&D
    
    
    Q2-2010Total Residential Land
Developers
    
    
    27,264
    
    
    
    5,382
    
    
    
    Total
    
    
    32,787
    
    
    
    10,905
    
    
    
    830
 
 (1)
    
    During 2008, 2009 and 2010, the Parent Company recognized partial charge-offs on
relationship No. 2 of $12.0 million, $1.7
million and $2.3 million, respectively. (2)
    
    During 2010, the Parent Company recognized partial charge-offs on relationship No. 3
aggregating $5.7 million.
 (3)
    
    The default date is defined as the date of the initial missed payment prior to default.
 (4)
    
    Acquisition and development (A&D).
   For the YearsEnded December 31,2010
    
    
    2009Balance, beginning of period
    
    $
    13,630
    
    
    
    11,685Loans charged-off
    
    
    (18,222
    )
    
    
    (16,469
    )Recoveries of loans previously charged-off
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (18,222
    )
    
    
    (16,469
    )Transfer to held for sale
    
    
    (114
    )
    
    
    Provision for loan losses
    
    
    5,536
    
    
    
    18,414Balance, end of period
    
    $
    830
    
    
    
    13,630
  144




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc.
     145




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       As of December 31, 2010GrossCarrying
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    12,226
    
    
    
    
    
    
    
    12,226Securities available for sale
    
    
    10
    
    
    
    2
    
    
    
    8Private investment securities
    
    
    1,500
    
    
    
    
    
    
    
    1,500Total
    
    $
    13,736
    
    
    
    2
    
    
    
    13,734
  146




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantic Liquidity and Capital Resources
     147




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       148




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Outstanding atDecember 31,
    
    
    For the Period Ending December 31,2010
    
    
    2011
    
    
    2012-2013
    
    
    2014-2018
    
    
    2019-2023
    
    
    2024-2028
    
    
    >2028Commercial real estate
    
    $
    1,112,291
    
    
    
    444,144
    
    
    
    318,351
    
    
    
    201,850
    
    
    
    112,638
    
    
    
    34,583
    
    
    
    725Residential real estate
    
    
    1,222,194
    
    
    
    18,336
    
    
    
    3,797
    
    
    
    48,285
    
    
    
    147,424
    
    
    
    18,723
    
    
    
    985,629Consumer
    
    
    623,387
    
    
    
    4,534
    
    
    
    13,580
    
    
    
    427,531
    
    
    
    170,210
    
    
    
    7,532
    
    
    
    Commercial business
    
    
    233,241
    
    
    
    151,529
    
    
    
    19,635
    
    
    
    58,022
    
    
    
    4,055
    
    
    
    
    
    
    
    Total loans
    
    $
    3,191,113
    
    
    
    618,543
    
    
    
    355,363
    
    
    
    735,688
    
    
    
    434,327
    
    
    
    60,839
    
    
    
    986,354Total securities
available
for sale (1)
    
    $
    423,071
    
    
    
    180,317
    
    
    
    61,873
    
    
    
    565
    
    
    
    27,299
    
    
    
    28,849
    
    
    
    124,168
 
 (1)
    
    Does not include $1.3 million of equity securities.  Commercial
    
    
    Real EstateBusiness
    
    
    Construction
    
    
    TotalOne year or less
    
    $
    169,475
    
    
    
    131,979
    
    
    
    301,454Over one year, but less than five
years
    
    
    60,094
    
    
    
    11,738
    
    
    
    71,832Over five years
    
    
    3,673
    
    
    
    1,340
    
    
    
    5,013$
    233,242
    
    
    
    145,057
    
    
    
    378,299Due After One Year:Pre-determined interest rate
    
    $
    62,928
    
    
    
    10,529
    
    
    
    73,457Floating or adjustable interest rate
    
    
    839
    
    
    
    2,549
    
    
    
    3,388$
    63,767
    
    
    
    13,078
    
    
    
    76,845
  Florida
    
    
    64
    %Eastern U.S.A.
    
    
    19
    %Western U.S.A.
    
    
    14
    %Central U.S.A
    
    
    3
    %100
    %
  149




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  ActualAmount
    
    
    RatioAt December 31, 2010:Total risk-based capital
    
    $
    334,601
    
    
    
    11.72
    %Tier 1 risk-based capital
    
    
    276,362
    
    
    
    9.68Tangible capital
    
    
    276,362
    
    
    
    6.22Tier 1/Core capital
    
    
    276,362
    
    
    
    6.22At December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %Tier 1 risk-based capital
    
    
    357,660
    
    
    
    10.63Tangible capital
    
    
    357,660
    
    
    
    7.58Tier 1/Core capital
    
    
    357,660
    
    
    
    7.58
   Consolidated Cash Flows
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Net cash provided by (used in):Operating activities
    
    $
    117,766
    
    
    
    30,949
    
    
    
    64,138Investing activities
    
    
    336,314
    
    
    
    869,633
    
    
    
    292,495Financing activities
    
    
    (175,119
    )
    
    
    (824,742
    )
    
    
    (322,250
    )Increase in cash and cash
equivalents
    
    $
    278,961
    
    
    
    75,840
    
    
    
    34,383
  150




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
      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
    
    $
    388,712
    
    
    
    81,708
    
    
    
    
    
    
    
    
    
    
    
    307,004Standby letters of credit
    
    
    9,804
    
    
    
    9,804
    
    
    
    
    
    
    
    
    
    
    
    Other commercial commitments
    
    
    25,855
    
    
    
    25,855
    
    
    
    
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    424,371
    
    
    
    117,367
    
    
    
    
    
    
    
    
    
    
    
    307,004
    151




---



##### Table of Contents



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
    
    $
    660,134
    
    
    
    516,920
    
    
    
    122,227
    
    
    
    20,984
    
    
    
    3Long-term debt
    
    
    344,385
    
    
    
    
    
    
    
    46,537
    
    
    
    3,653
    
    
    
    294,195Advances from FHLB (1)
    
    
    170,000
    
    
    
    170,000
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for sublease
    
    
    35,411
    
    
    
    1,541
    
    
    
    3,063
    
    
    
    3,163
    
    
    
    27,644Operating Tampa lease obligations
    
    
    27,411
    
    
    
    1,727
    
    
    
    3,195
    
    
    
    2,968
    
    
    
    19,521Operating lease obligations held for use
    
    
    32,943
    
    
    
    5,388
    
    
    
    8,841
    
    
    
    4,973
    
    
    
    13,741Pension obligation
    
    
    18,443
    
    
    
    1,496
    
    
    
    3,155
    
    
    
    3,545
    
    
    
    10,247Other obligations
    
    
    14,006
    
    
    
    2,806
    
    
    
    6,400
    
    
    
    4,800
    
    
    
    Total contractual cash obligations
    
    $
    1,302,733
    
    
    
    699,878
    
    
    
    193,418
    
    
    
    44,086
    
    
    
    365,351
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities       152




---



##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
     153




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 BFC
   Woodbridge
  Bluegreen
     154




---



##### Table of Contents



BankAtlantic Bancorp
  BankAtlantic Re-pricing Gap TableAs of December 31, 20101 Year
    
    
    3 Years
    
    
    5 Years
    
    
    More Thanor Less
    
    
    or Less
    
    
    or Less
    
    
    5 Years
    
    
    TotalInterest earning assets:Loans:Residential loans (1)Fixed rate
    
    $
    111,266
    
    
    
    75,170
    
    
    
    44,668
    
    
    
    176,672
    
    
    
    407,776Hybrids ARM less than 5 years
    
    
    11,358
    
    
    
    6,262
    
    
    
    243
    
    
    
    108
    
    
    
    17,971Hybrids ARM more than 5 years
    
    
    364,823
    
    
    
    235,574
    
    
    
    130,028
    
    
    
    68,833
    
    
    
    799,258Commercial loans
    
    
    789,029
    
    
    
    159,673
    
    
    
    67,379
    
    
    
    27,518
    
    
    
    1,043,599Small business loans
    
    
    153,964
    
    
    
    94,869
    
    
    
    34,620
    
    
    
    22,381
    
    
    
    305,834Consumer
    
    
    605,346
    
    
    
    5,060
    
    
    
    3,099
    
    
    
    8,812
    
    
    
    622,317Total loans
    
    
    2,035,786
    
    
    
    576,608
    
    
    
    280,037
    
    
    
    304,324
    
    
    
    3,196,755Investment securitiesMortgage backed securities
    
    
    45,331
    
    
    
    41,248
    
    
    
    20,027
    
    
    
    64,647
    
    
    
    171,253Other investment securities
    
    
    329,457
    
    
    
    1,734
    
    
    
    
    
    
    
    9,807
    
    
    
    340,998Tax certificates
    
    
    89,789
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,789Total investment securities
    
    
    464,577
    
    
    
    42,982
    
    
    
    20,027
    
    
    
    74,454
    
    
    
    602,040Total interest earning assets
    
    
    2,500,363
    
    
    
    619,590
    
    
    
    300,064
    
    
    
    378,778
    
    
    
    3,798,795Total non-earning assets
    
    
    669,718
    
    
    
    
    
    
    
    
    
    
    
    655
    
    
    
    670,373Total assets
    
    $
    3,170,081
    
    
    
    619,590
    
    
    
    300,064
    
    
    
    379,433
    
    
    
    4,469,168Total interest bearing liabilities
    
    $
    3,100,738
    
    
    
    119,437
    
    
    
    19,182
    
    
    
    2,310
    
    
    
    3,241,667Non-interest bearing liabilities
    
    
    158,353
    
    
    
    234,742
    
    
    
    153,591
    
    
    
    680,816
    
    
    
    1,227,502Total non-interest bearing liabilities
and equity
    
    $
    3,259,091
    
    
    
    354,179
    
    
    
    172,773
    
    
    
    683,126
    
    
    
    4,469,169GAP (repricing difference)
    
    $
    (600,374
    )
    
    
    500,154
    
    
    
    280,883
    
    
    
    376,469Cumulative GAP
    
    $
    (600,374
    )
    
    
    (100,220
    )
    
    
    180,663
    
    
    
    557,132Repricing Percentage
    
    
    -13.43
    %
    
    
    11.19
    %
    
    
    6.28
    %
    
    
    8.42
    %Cumulative Percentage
    
    
    -13.43
    %
    
    
    -2.24
    %
    
    
    4.04
    %
    
    
    12.47
    %
 
 (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.  Year Ending December 31,
    
    Amount (1)2011
    
    $
    52,1462012
    
    
    48,2572013
    
    
    96,2672014
    
    
    38,6552015
    
    
    123,507Thereafter
    
    
    191,414Total interest only loans
    
    $
    550,246
 
 (1)
    
    The above table assumes no prepayments. 155




---



##### Table of Contents



i.
    
    Calculating interest income and interest expense from existing assets and liabilities
using current re-pricing, 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; and
 iii.
    
    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
    %
  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
    %
 156




---



##### Table of Contents



As of December 31, 2010NetChanges
    
    Interest
    
    
    Percentin Rate
    
    Income
    
    
    Change+200 bp
    
    $
    155,248
    
    
    
    7.18
    %+100 bp
    
    
    149,079
    
    
    
    2.92
    %0
    
    
    144,845
    
    
    
    -100 bp
    
    
    139,818
    
    
    
    -3.47
    %-200 bp
    
    
    136,919
    
    
    
    -5.47
    %
 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
    %
  157




---



##### Table of Contents



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, 2010 and 2009Consolidated Statements of Operations for each of the years in the three year period ended
December 31, 2010Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three year
period ended December 31, 2010Consolidated Statements of Changes in Equity for each of the years in the three year period
ended December 31, 2010Consolidated Statements of Cash Flows for each of the years in the three year period ended
December 31, 2010Notes to Consolidated Financial Statements
 Bluegreen Corporation
  158




---



##### Table of Contents



Report of Independent Registered Certified Public Accounting Firm
   Internal
Control  Integrated Framework
 159




---



##### Table of Contents



160




---



##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Financial Condition
(In thousands, except share data)
 December 31,2010
    
    
    2009(As Revised)ASSETSCash and cash equivalents
    
    $
    178,868
    
    
    
    189,728Interest bearing deposits in other banks
    
    
    455,538
    
    
    
    126,352Restricted cash ($41,243 held by variable interest entities (VIE) at December 31, 2010)
    
    
    62,249
    
    
    
    24,020Securities available for sale at fair value
    
    
    465,020
    
    
    
    346,375Investment securities at cost or amortized cost (fair value: $2,033 in 2010 and $9,654 in 2009)
    
    
    2,033
    
    
    
    9,654Current income tax receivable
    
    
    9,399
    
    
    
    64,006Tax certificates, net of allowance of $8,811 in 2010 and $6,781 in 2009
    
    
    89,789
    
    
    
    110,991Federal Home Loan Bank (FHLB) stock, at cost which approximates fair value
    
    
    43,557
    
    
    
    48,751Loans held for sale
    
    
    29,765
    
    
    
    4,547Loans receivable, net of allowance for loan losses of $162,139 in 2010 and $187,218 in 2009
    
    
    3,009,721
    
    
    
    3,678,894Notes receivable, including gross securitized notes of $533,343 at December 31, 2010, net of
allowance of $93,398 in 2010 and $3,986 in 2009
    
    
    574,969
    
    
    
    279,645Retained interest in notes receivable sold
    
    
    
    
    
    
    26,340Accrued interest receivable
    
    
    22,010
    
    
    
    32,279Real estate inventory
    
    
    343,497
    
    
    
    484,927Real estate owned and other repossessed assets
    
    
    74,488
    
    
    
    46,477Investments in unconsolidated affiliates
    
    
    12,455
    
    
    
    15,272Properties and equipment, net
    
    
    218,665
    
    
    
    289,209Goodwill
    
    
    12,241
    
    
    
    12,241Intangible assets, net
    
    
    78,918
    
    
    
    83,743Assets held for sale
    
    
    37,334
    
    
    
    Assets held for sale from discontinued operations
    
    
    
    
    
    
    71,900Prepaid Federal Deposit Insurance Corporation (FDIC) deposit insurance assessment
    
    
    22,008
    
    
    
    31,250Other assets
    
    
    70,542
    
    
    
    65,500Total assets
    
    $
    5,813,066
    
    
    
    6,042,101LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    2,758,032
    
    
    
    3,133,360Non-interest bearing deposits
    
    
    792,012
    
    
    
    815,458Deposits held for sale
    
    
    341,146
    
    
    
    Total deposits
    
    
    3,891,190
    
    
    
    3,948,818Advances from FHLB
    
    
    170,000
    
    
    
    282,012Securities sold under agreements to repurchase
    
    
    21,524
    
    
    
    24,468Other short term borrowings
    
    
    1,240
    
    
    
    2,803Receivable-backed notes payable, (including $459,030 held by VIE at December 31, 2010)
    
    
    569,214
    
    
    
    237,416Notes and mortgage notes payable and other borrowings
    
    
    239,571
    
    
    
    395,361Junior subordinated debentures
    
    
    461,568
    
    
    
    447,211Deferred income taxes
    
    
    28,663
    
    
    
    25,205Deferred gain on settlement of investment in subsidiary
    
    
    11,305
    
    
    
    Liabilities related to assets held for sale
    
    
    87
    
    
    
    Liabilities related to assets held for sale from discontinued operations
    
    
    
    
    
    
    76,351Other liabilities
    
    
    186,547
    
    
    
    187,032Total liabilities
    
    
    5,580,909
    
    
    
    5,626,677Commitments 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 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 2010 and 2009
    
    
    685
    
    
    
    685Class B common stock of $.01 par value, authorized 20,000,000 shares; issued and outstanding
6,859,751 in 2010 and 6,854,251 in 2009
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    230,748
    
    
    
    227,934(Accumulated deficit) retained earnings
    
    
    (88,853
    )
    
    
    18,166Accumulated other comprehensive income (loss)
    
    
    223
    
    
    
    (1,771
    )Total BFC Financial Corporation (BFC) shareholders equity
    
    
    142,872
    
    
    
    245,083Noncontrolling interests
    
    
    78,256
    
    
    
    159,312Total equity
    
    
    221,128
    
    
    
    404,395Total liabilities and equity
    
    $
    5,813,066
    
    
    
    6,042,101
 See Notes to Consolidated Financial Statements.
 161




---



##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Operations
(In thousands, except per share data)
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(As Revised)RevenuesReal Estate and Other:Sales of real estate
    
    $
    181,366
    
    
    
    27,406
    
    
    
    13,837Other resorts and communities operations revenue
    
    
    67,675
    
    
    
    5,832
    
    
    
    Other revenues
    
    
    55,826
    
    
    
    8,859
    
    
    
    3,033Interest income
    
    
    93,613
    
    
    
    12,182
    
    
    
    398,480
    
    
    
    54,279
    
    
    
    16,870Financial Services:Interest income
    
    
    178,735
    
    
    
    225,762
    
    
    
    314,538Service charges on deposits
    
    
    59,844
    
    
    
    75,739
    
    
    
    93,905Other service charges and fees
    
    
    30,140
    
    
    
    29,542
    
    
    
    28,959Securities activities, net
    
    
    2,864
    
    
    
    11,180
    
    
    
    2,039Other non-interest income
    
    
    12,613
    
    
    
    11,864
    
    
    
    10,130284,196
    
    
    
    354,087
    
    
    
    449,571Total revenues
    
    
    682,676
    
    
    
    408,366
    
    
    
    466,441Costs and ExpensesReal Estate and Other:Cost of sales of real estate
    
    
    66,646
    
    
    
    108,661
    
    
    
    12,838Cost of sales of other resorts and communities operations
    
    
    50,377
    
    
    
    5,018
    
    
    
    Interest expense, net of interest capitalized
    
    
    85,002
    
    
    
    18,131
    
    
    
    8,431Selling, general and administrative expenses
    
    
    245,865
    
    
    
    67,035
    
    
    
    55,201Impairment of goodwill
    
    
    
    
    
    
    2,001
    
    
    
    Other expenses
    
    
    3,889
    
    
    
    6,449
    
    
    
    451,779
    
    
    
    207,295
    
    
    
    76,470Financial Services:Interest expense
    
    
    39,665
    
    
    
    74,852
    
    
    
    140,502Provision for loan losses
    
    
    144,361
    
    
    
    232,658
    
    
    
    159,801Employee compensation and benefits
    
    
    93,950
    
    
    
    108,245
    
    
    
    128,897Occupancy and equipment
    
    
    53,589
    
    
    
    58,576
    
    
    
    64,782Advertising and promotion
    
    
    8,598
    
    
    
    8,646
    
    
    
    16,335Check losses
    
    
    2,421
    
    
    
    4,188
    
    
    
    8,767Professional fees
    
    
    20,438
    
    
    
    14,629
    
    
    
    12,761Supplies and postage
    
    
    3,954
    
    
    
    4,173
    
    
    
    4,662Telecommunication
    
    
    2,533
    
    
    
    2,481
    
    
    
    4,452Cost associated with debt redemption
    
    
    60
    
    
    
    7,463
    
    
    
    1,238Provision for tax certificates
    
    
    4,552
    
    
    
    3,388
    
    
    
    7,286Lease termination costs
    
    
    3,601
    
    
    
    2,156
    
    
    
    199Employee termination costs
    
    
    3,971
    
    
    
    2,024
    
    
    
    2,171Impairment of assets held for sale
    
    
    4,469
    
    
    
    
    
    
    
    Impairment of goodwill
    
    
    
    
    
    
    8,541
    
    
    
    46,564Impairment of real estate held for sale
    
    
    2,604
    
    
    
    1,158
    
    
    
    4,758Impairment of real estate owned
    
    
    6,830
    
    
    
    4,124
    
    
    
    1,465FDIC special assessment
    
    
    
    
    
    
    2,428
    
    
    
    FDIC deposit insurance assessment
    
    
    10,148
    
    
    
    8,562
    
    
    
    2,793Other expenses
    
    
    21,112
    
    
    
    25,175
    
    
    
    27,537426,856
    
    
    
    573,467
    
    
    
    634,970Total costs and expenses
    
    
    878,635
    
    
    
    780,762
    
    
    
    711,440
 (CONTINUED)
 See Notes to Consolidated Financial Statements.
 162




---



##### Table of Contents



BFC Financial Corporation
 Consolidated Statements of Operations
(In thousands, except per share data)
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(As Revised)Gain on bargain purchase of Bluegreen
    
    $
    
    
    
    
    182,849
    
    
    
    (Loss) gain on settlement of investment in Woodbridges subsidiary
    
    
    (977
    )
    
    
    29,679
    
    
    
    Gain on extinguishment of debt
    
    
    13,049
    
    
    
    
    
    
    
    Equity in (loss) earnings from unconsolidated affiliates
    
    
    (851
    )
    
    
    33,381
    
    
    
    15,064Impairment of unconsolidated affiliates
    
    
    
    
    
    
    (31,181
    )
    
    
    (96,579
    )Impairment of investments
    
    
    
    
    
    
    (2,396
    )
    
    
    (15,548
    )Investment gains
    
    
    
    
    
    
    6,654
    
    
    
    2,076Other income
    
    
    2,691
    
    
    
    3,109
    
    
    
    7,750Loss from continuing operations before income taxes
    
    
    (182,047
    )
    
    
    (150,301
    )
    
    
    (332,236
    )Less: Provision (benefit) for income taxes
    
    
    105
    
    
    
    (68,900
    )
    
    
    15,763Loss from continuing operations
    
    
    (182,152
    )
    
    
    (81,401
    )
    
    
    (347,999
    )Income (loss) from discontinued operations
    
    
    1,965
    
    
    
    (11,931
    )
    
    
    19,388Extraordinary gain
    
    
    
    
    
    
    
    
    
    
    9,145Net loss
    
    
    (180,187
    )
    
    
    (93,332
    )
    
    
    (319,466
    )Less: Net loss attributable to noncontrolling interests
    
    
    (76,339
    )
    
    
    (120,611
    )
    
    
    (260,567
    )Net (loss) income attributable to BFC
    
    
    (103,848
    )
    
    
    27,279
    
    
    
    (58,899
    )Preferred stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net (loss) income allocable to common stock
    
    $
    (104,598
    )
    
    
    26,529
    
    
    
    (59,649
    )Basic and Diluted (Loss) Earnings Per Common Share Attributable to BFC (Note 39):Basic (Loss) Earnings Per Common Share(Loss) earnings per share from continuing operations
    
    $
    (1.42
    )
    
    
    0.71
    
    
    
    (1.63
    )Earnings (loss) per share from discontinued operations
    
    
    0.03
    
    
    
    (0.24
    )
    
    
    0.11Earnings per share from extraordinary gain
    
    
    
    
    
    
    
    
    
    
    0.20Net (loss) income per common share
    
    $
    (1.39
    )
    
    
    0.47
    
    
    
    (1.32
    )Diluted (Loss) Earnings Per Common Share(Loss) earnings per share from continuing operations
    
    $
    (1.42
    )
    
    
    0.71
    
    
    
    (1.63
    )(Loss) earnings per share from discontinued operations
    
    
    0.03
    
    
    
    (0.24
    )
    
    
    0.11Earnings per share from extraordinary gain
    
    
    
    
    
    
    
    
    
    
    0.20Net (loss) income per common share
    
    $
    (1.39
    )
    
    
    0.47
    
    
    
    (1.32
    )Basic weighted average number of common shares outstanding
    
    
    75,379
    
    
    
    57,235
    
    
    
    45,097Diluted weighted average number of common and common equivalent shares outstanding
    
    
    75,379
    
    
    
    57,235
    
    
    
    45,097Amounts attributable to BFC common shareholders:(Loss) income from continuing operations, net of tax
    
    $
    (106,837
    )
    
    
    40,391
    
    
    
    (73,752
    )Income (loss) from discontinued operations, net of tax
    
    
    2,239
    
    
    
    (13,862
    )
    
    
    4,958Extraordinary gain, net of tax
    
    
    
    
    
    
    
    
    
    
    9,145Net income (loss)
    
    $
    (104,598
    )
    
    
    26,529
    
    
    
    (59,649
    )
 See Notes to Consolidated Financial Statements.
 163




---



##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(As Revised)Net loss
    
    $
    (180,187
    )
    
    
    (93,332
    )
    
    
    (319,466
    )Other comprehensive income (loss), net of tax:Unrealized gains (loss) on securities available for sale
    
    
    4,340
    
    
    
    13,876
    
    
    
    (14,576
    )Provision (benefit) for income taxes
    
    
    1,310
    
    
    
    555
    
    
    
    (6,647
    )Unrealized gains (loss) on securities available for sale, net of tax
    
    
    3,030
    
    
    
    13,321
    
    
    
    (7,929
    )Net change from defined benefit plan
    
    
    1,655
    
    
    
    7,765
    
    
    
    (13,911
    )Provision for income taxes
    
    
    
    
    
    
    2,222
    
    
    
    2,112Net change from defined benefit plan, net of tax
    
    
    1,655
    
    
    
    5,543
    
    
    
    (16,023
    )Unrealized 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
    
    
    
    (2021
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    (184
    )Unrealized gains (losses) associated with investment in unconsolidated
affiliates, net of tax
    
    
    
    
    
    
    29
    
    
    
    (1,837
    )Reclassification adjustments:Realized net periodic pension (costs) income
    
    
    (1,356
    )
    
    
    (2,005
    )
    
    
    248Net realized (gains) loss on securities available for sale
    
    
    (3,296
    )
    
    
    (12,435
    )
    
    
    10,502Reclassification adjustments
    
    
    (4,652
    )
    
    
    (14,440
    )
    
    
    10,750Other comprehensive income (loss), net of tax
    
    
    33
    
    
    
    3,528
    
    
    
    (15,039
    )Comprehensive loss
    
    
    (180,154
    )
    
    
    (89,804
    )
    
    
    (334,505
    )Less: Comprehensive loss attributable to noncontrolling interest
    
    
    (77,375
    )
    
    
    (117,610
    )
    
    
    (271,712
    )Total comprehensive (loss) income attributable to BFC
    
    $
    (102,779
    )
    
    
    27,806
    
    
    
    (62,793
    )
 See Notes to Consolidated Financial Statements.
 164




---



##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Changes in Equity
For each of the years in the three year period ended December 31, 2010
 (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, 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 restrictedClass 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)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,279
    
    
    
    
    
    
    
    27,279
    
    
    
    (120,611
    )
    
    
    (93,332
    )Noncontrolling interests from acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,344
    
    
    
    71,344Other comprehensive income, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    527
    
    
    
    527
    
    
    
    3,001
    
    
    
    3,528Merger 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 byBluegreen 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 (As Revised)
    
    
    68,521
    
    
    
    6,854
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    18,166
    
    
    $
    (1,771
    )
    
    $
    245,083
    
    
    $
    159,312
    
    
    $
    404,395Cumulative effect of change
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    in accounting principle (Note 5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,421
    )
    
    
    925
    
    
    
    (1,496
    )
    
    
    (1,073
    )
    
    
    (2,569
    )Balance beginning of year, as adjusted
    
    
    
    
    
    
    
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    15,745
    
    
    $
    (846
    )
    
    $
    243,587
    
    
    $
    158,239
    
    
    $
    401,826Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (103,848
    )
    
    
    
    
    
    
    (103,848
    )
    
    
    (76,339
    )
    
    
    (180,187
    )Other comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,069
    
    
    
    1,069
    
    
    
    (1,036
    )
    
    
    33Issuance of Class B Common Stock
from exercise of options
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Net effect of subsidiaries capital
transactions attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,760
    
    
    
    
    
    
    
    
    
    
    
    1,760
    
    
    
    
    
    
    
    1,760Noncontrolling interest net effect of
subsidiaries capital transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,608
    )
    
    
    (2,608
    )Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )Share-based compensation
related to stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,052
    
    
    
    
    
    
    
    
    
    
    
    1,052
    
    
    
    
    
    
    
    1,052Balance, December 31, 2010
    
    
    68,521
    
    
    
    6,860
    
    
    $
    685
    
    
    $
    69
    
    
    $
    230,748
    
    
    $
    (88,853
    )
    
    $
    223
    
    
    $
    142,872
    
    
    $
    78,256
    
    
    $
    221,128
 See Notes to Consolidated Financial Statements.
 165




---



##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Cash Flows
(In thousands)
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(As Revised)Operating activities:Net loss
    
    $
    (180,187
    )
    
    
    (93,332
    )
    
    
    (319,466
    )Adjustment to reconcile net loss to net cash provided by
operating activities:Extraordinary gain
    
    
    
    
    
    
    
    
    
    
    (9,145
    )Discontinued operations attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    (12,144
    )Provision for loan valuation allowances, net
    
    
    155,743
    
    
    
    240,169
    
    
    
    168,552Provision for notes receivable allowances, net
    
    
    46,059
    
    
    
    3,986
    
    
    
    Restructuring charges, impairments and exit activities
    
    
    14,645
    
    
    
    9,209
    
    
    
    8,564Realized gain on extinguishment of debt
    
    
    (13,837
    )
    
    
    
    
    
    
    Depreciation, amortization and accretion, net
    
    
    7,447
    
    
    
    24,016
    
    
    
    28,389Share-based compensation expense
    
    
    5,082
    
    
    
    4,724
    
    
    
    3,821Securities activities, net
    
    
    (2,864
    )
    
    
    (17,834
    )
    
    
    (4,116
    )Net losses (gains) on sales of real estate owned, real estate,
loans held for sale and office properties and equipment
    
    
    1,779
    
    
    
    (515
    )
    
    
    (2,448
    )Net gain on sale of assets
    
    
    (2,104
    )
    
    
    
    
    
    
    Stifel stock received as earn-out consideration pursuant to the
Ryan Beck sales agreement
    
    
    
    
    
    
    (8,589
    )
    
    
    (11,309
    )Gain on bargain purchase of Bluegreen
    
    
    
    
    
    
    (182,849
    )
    
    
    Loss (gain) on settlement of investment in Woodbridges subsidiary
    
    
    977
    
    
    
    (29,679
    )
    
    
    Originations of loans held for sale, net
    
    
    (49,593
    )
    
    
    (74,764
    )
    
    
    (59,323
    )Proceeds from sales of loans held for sale
    
    
    52,678
    
    
    
    74,325
    
    
    
    53,564Equity in loss (earnings) from unconsolidated affiliates
    
    
    851
    
    
    
    (33,339
    )
    
    
    (14,019
    )Impairment of unconsolidated affiliates
    
    
    
    
    
    
    31,181
    
    
    
    96,579Impairment of investments
    
    
    
    
    
    
    2,396
    
    
    
    15,548Impairment of real estate inventory and long lived assets
    
    
    36,553
    
    
    
    94,212
    
    
    
    3,605Impairment of goodwill
    
    
    
    
    
    
    10,542
    
    
    
    46,564Impairment of fixed assets
    
    
    
    
    
    
    20,698
    
    
    
    Deferred income tax (benefit) provision
    
    
    (875
    )
    
    
    869
    
    
    
    50,260Decrease (increase) in income tax receivable
    
    
    23,825
    
    
    
    (66,386
    )
    
    
    Deferred interest on junior subordinated debentures
    
    
    14,051
    
    
    
    14,139
    
    
    
    Interest accretion on retained interests in notes receivable sold
    
    
    
    
    
    
    2,065
    
    
    
    Net losses associated with debt redemption
    
    
    60
    
    
    
    7,463
    
    
    
    1,238Decrease (increase) in real estate inventory
    
    
    23,975
    
    
    
    (2,610
    )
    
    
    (8,582
    )Increase in securities owned, net
    
    
    
    
    
    
    (103
    )
    
    
    Decrease in accrued interest receivable
    
    
    10,269
    
    
    
    9,538
    
    
    
    4,454Decrease (increase) in other assets
    
    
    49,237
    
    
    
    (23,181
    )
    
    
    15,584Decrease in notes receivable
    
    
    64,604
    
    
    
    3,431
    
    
    
    Decrease in customer deposits
    
    
    
    
    
    
    
    
    
    
    (123
    )Increase (decrease) in other liabilities
    
    
    11,027
    
    
    
    (13,259
    )
    
    
    (30,858
    )Net cash provided by operating activities
    
    
    269,402
    
    
    
    6,523
    
    
    
    25,189
 (CONTINUED)
 See Notes to Consolidated Financial Statements.
 166




---



##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Cash Flows
(In thousands)
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(As Revised)Investing activities:Proceeds from redemption and maturity of investment securities
and tax certificates
    
    $
    118,471
    
    
    
    228,522
    
    
    
    349,397Purchase of time deposits in banks
    
    
    (45,560
    )
    
    
    
    
    
    
    Purchase of investment securities and tax certificates
    
    
    (102,118
    )
    
    
    (125,228
    )
    
    
    (377,983
    )Purchase of securities available for sale
    
    
    (393,610
    )
    
    
    (91,141
    )
    
    
    (288,241
    )Proceeds from sales of securities available for sale
    
    
    93,361
    
    
    
    341,426
    
    
    
    395,771Proceeds from maturities of securities available for sale
    
    
    192,233
    
    
    
    146,543
    
    
    
    145,610Decrease (increase) in restricted cash
    
    
    (2,545
    )
    
    
    19,519
    
    
    
    (19,081
    )Cash paid in settlement of Woodbridge subsidiarys bankruptcy
    
    
    
    
    
    
    (12,430
    )
    
    
    Purchases of FHLB stock
    
    
    
    
    
    
    (2,295
    )
    
    
    (47,655
    )Redemption of FHLB stock
    
    
    5,194
    
    
    
    8,151
    
    
    
    67,051Investments in unconsolidated affiliates
    
    
    
    
    
    
    (1,629
    )
    
    
    (66
    )Distributions from unconsolidated affiliates
    
    
    85
    
    
    
    334
    
    
    
    3,189Net repayments of loans
    
    
    382,759
    
    
    
    351,811
    
    
    
    23,285Proceeds from the sale of loans receivable
    
    
    59,697
    
    
    
    14,483
    
    
    
    10,100Improvements to real estate owned
    
    
    (970
    )
    
    
    (1,373
    )
    
    
    (19
    )Proceeds from sales of real estate owned
    
    
    26,924
    
    
    
    6,073
    
    
    
    3,810Proceeds from sales of property and equipment
    
    
    75,306
    
    
    
    9,555
    
    
    
    6,693Purchases of office property and equipment, net
    
    
    (797
    )
    
    
    (5,121
    )
    
    
    (12,648
    )Net cash outflows from the sale of central Florida stores
    
    
    
    
    
    
    
    
    
    
    (4,491
    )Deconsolidation of Woodbridges subsidiary cash balance
    
    
    (1,267
    )
    
    
    
    
    
    
    Net cash from consolidation of Bluegreen
    
    
    
    
    
    
    28,682
    
    
    
    Acquisition of Pizza Fusion
    
    
    
    
    
    
    3,000
    
    
    
    (3,000
    )Acquisition
of BankAtlantic Bancorp Class A shares
    
    
    
    
    
    
    
    
    
    
    (3,925
    )Net cash provided by investing activities
    
    
    407,163
    
    
    
    918,882
    
    
    
    247,797Financing activities:Net (decrease) increase in deposits
    
    
    (57,628
    )
    
    
    29,022
    
    
    
    (3,482
    )Prepayments of FHLB advances
    
    
    (2,061
    )
    
    
    (1,159,463
    )
    
    
    (694,363
    )Net (repayments) proceeds of FHLB advances
    
    
    (110,000
    )
    
    
    467,000
    
    
    
    262,808Net decrease in securities sold under agreements to repurchase
    
    
    (2,944
    )
    
    
    (16,919
    )
    
    
    (9,543
    )Net decrease in short term borrowings
    
    
    (1,563
    )
    
    
    
    
    
    
    Net (decrease) increase in federal funds purchased
    
    
    
    
    
    
    (235,536
    )
    
    
    129,364Prepayment of bonds payable
    
    
    (661
    )
    
    
    
    
    
    
    (2,751
    )Repayment of notes, mortgage notes and bonds payable
    
    
    (408,747
    )
    
    
    (26,377
    )
    
    
    (32,055
    )Proceeds from notes, mortgage notes and bonds payable
    
    
    198,503
    
    
    
    10,576
    
    
    
    27,522Payments for debt issuance costs
    
    
    (7,066
    )
    
    
    (1,167
    )
    
    
    (518
    )Proceeds from the exercise of stock options
    
    
    2
    
    
    
    
    
    
    
    Preferred 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
    )Proceeds from the issuance of Pizza Fusion Class A common stock,
net of issuance costs
    
    
    1,256
    
    
    
    
    
    
    
    Proceeds from issuance of BankAtlantic Bancorp Class A common stock
from non-BFC shareholders
    
    
    4,601
    
    
    
    45,563
    
    
    
    103BankAtlantic Bancorp common stock dividends paid to non-BFC shareholders
    
    
    
    
    
    
    (198
    )
    
    
    (636
    )Distribution from non-controlling interest
    
    
    (10,891
    )
    
    
    
    
    
    
    Distribution from venture partnership to minority holders
    
    
    
    
    
    
    
    
    
    
    (410
    )Net cash used in financing activities
    
    
    (397,949
    )
    
    
    (888,262
    )
    
    
    (326,204
    )Increase (decrease) in cash and cash equivalents
    
    
    278,616
    
    
    
    37,143
    
    
    
    (53,218
    )Cash and cash equivalents at beginning of period
    
    
    316,080
    
    
    
    278,937
    
    
    
    332,155Cash and cash equivalents held for sale
    
    
    (5,850
    )
    
    
    
    
    
    
    Cash and cash equivalents at end of period (a)
    
    $
    588,846
    
    
    
    316,080
    
    
    
    278,937
 
 (a)
    
    Included in interest bearing deposits in other banks as of December 31, 2010 was $45.6
million of time deposit. These time deposits had original maturities of greater than 90 days and
are not considered cash equivalents. (CONTINUED)
 See Notes to Consolidated Financial Statements.
 167




---



##### Table of Contents



BFC Financial Corporation

Consolidated Statements of Cash Flows

(In thousands)
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(As Revised)Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    97,866
    
    
    
    86,170
    
    
    
    153,168Income taxes (refunded) paid
    
    
    (59,306
    )
    
    
    (2,379
    )
    
    
    (44,100
    )Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to real estate owned
    
    
    61,276
    
    
    
    35,914
    
    
    
    7,208BFC 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
    )
    
    
    Long-lived assets held-for-use transferred to assets held for sale
    
    
    2,842
    
    
    
    
    
    
    
    Long-lived assets held-for-sale transferred to assets held for use
    
    
    1,239
    
    
    
    
    
    
    
    Inventory acquired through financing
    
    
    13,200
    
    
    
    
    
    
    
    Securities purchased pending settlement
    
    
    
    
    
    
    2,018
    
    
    
    Decrease in
additional paid in capital from the re-classification of
the 5% Preferred Stock to Redeemable Preferred stock
    
    
    
    
    
    
    
    
    
    
    11,029Increase
(decrease) in BFC accumulated other comprehensive income, net of taxes
    
    
    1,069
    
    
    
    527
    
    
    
    (3,894
    )Net increase
in BFC shareholders equity from the effect of subsidiaries capital transactions, net of taxes
    
    
    1,760
    
    
    
    8,333
    
    
    
    2,398Net decrease
in equity resulting from cumulative effect of change in accounting principle (See Note 5)
    
    
    (2,569
    )
    
    
    
    
    
    
    Net increase
in shareholders equity resulting from the cumulative effect of
accounting changes recognized by Bluegreen on retained interests in notes receivable sold
    
    
    
    
    
    
    485
    
    
    
    Transfers to assets held-for-sale:Cash
    
    
    5,850
    
    
    
    
    
    
    
    Office properties and equipment
    
    
    31,484
    
    
    
    
    
    
    
    
 See Notes to Consolidated Financial Statements.
 168




---



##### Table of Contents



BFC Financial Corporation
 
 Notes to Consolidated Financial Statements
 1. Business and Summary of Significant Accounting Policies
 Basis of Financial Statement Presentation 
  (
   Revisions to Consolidated Financial Statements 
 Loans and Debt Securities with Deteriorated Credit
Quality
 169




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Selected Quarterly Results (Unaudited).
     Use of Estimates 
 Consolidation Policy 
    170




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Reclassifications 
   Gain on settlement of investment in subsidiary 
  171




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Deferred
gain on settlement of investment in subsidiary
 Gain
on Debt Extinguishment
 Cash and Cash Equivalents
 Restricted Cash 
 Investment Securities and Securities Available for Sale 
  172




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
      Financial instruments and derivatives
 Tax Certificates
 Allowance for Tax Certificate Losses 
 Loans Receivable 
 Allowance
for Loan Losses
  173




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Allowance for Loan Losses on VOI Notes Receivable .
 Non-accrual
and past due loans 
 Loans Held for Sale
 Notes Receivable 
 174




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  ,
 Acquired
Notes Receivable Loans and Debt Securities with Deteriorated
Credit Quality,
  Retained Interest in Notes Receivable Sold 
  Real
Estate Owned (REO)
 175




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Real Estate Inventory 
    Capitalized Interest 
 Impairment
of Long Lived Assets
 176




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Investments in Unconsolidated Affiliates 
  Properties and Equipment
  Goodwill and Intangible Assets
  177




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Revenue Recognition and Contracts Receivable
     178




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
      Activity
    
    Revenue is recognized as:Fee-based sales commission
    
    The sale transaction with the VOI purchaser was consummated
in accordance with the terms of the agreement with the third
party developer and the related consumer recession period has
passed.Resort Management and service fees
    
    Management services are rendered. (1)Resort title fees
    
    Escrow amounts are released and title documents 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.Communities realty commissions
    
    Sales of third-party-owned real estate are completed.Golf course and ski hill daily fees
    
    Services are provided.
 
 (1)
    
    In connection with its management of the property owners associations,
among other things, Bluegreen acts as agent for the property owners association to operate the
respective resorts as provided under the management agreements. In certain cases, the personnel at
the resort are Bluegreen employees. The property owners association bears all of the
economic costs of such personnel and generally pays Bluegreen in advance of, or simultaneously
to, the payment of payroll. In accordance with the accounting guidance for reporting
revenues gross versus net, reimbursements from the property owners associations relating
to direct pass-through costs are recorded net of the related expenses. 179




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Deferred Financing Costs 
 Business Combinations 
  Lease Termination Costs
 Advertising 
 Income Taxes 
  180




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Noncontrolling Interests 
 Accounting
for Loss Contingencies
 Brokered Deposits
 Earnings (Loss) Per Share
 Stock-Based
Compensation Plans
 Credit
Risk Management
  181




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
     New Accounting Standards
   182




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
    2. Liquidity and Regulatory Considerations
 BFC
    183




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   BFC Regulatory Considerations
  (i)
    
    incur, issue, renew or roll over any current lines of credit, guarantee the
debt of any other entity or otherwise incur any additional debt, except as contemplated
by BFCs business plan or in connection with BankAtlantics compliance requirements
applicable to it;(ii)
    
    declare or make any dividends or other capital distributions other than
dividends payable on BFCs currently outstanding preferred stock of approximately
$187,500 a quarter or(iii)
    
    enter into any new agreements, contracts or arrangements or materially modify
any existing agreements, contracts or arrangements with BankAtlantic not consistent
with past practices.
 Woodbridge
   184




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Core Communities
     BankAtlantic Bancorp and BankAtlantic
 Regulatory Considerations
  185




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
     Liquidity Considerations
  186




---



##### Table of Contents



BFC Financial Corporation
 Notes to Consolidated Financial Statements
   3. Woodbridge Merger
    187




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  4. Share Acquisitions
 Bluegreen Share Acquisition
    188




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Fair Value(As Revised)
    
    
    (As Previously Reported)
    
    
    HierarchyCash and cash equivalents
    
    $
    51,621
    
    
    
    51,621
    
    
    Level 1Restricted cash
    
    
    25,079
    
    
    
    25,079
    
    
    Level 1Property and equipment
    
    
    83,083
    
    
    
    83,083
    
    
    Level 3Management contracts
    
    
    63,000
    
    
    
    63,000
    
    
    Level 3Real estate inventory (1)
    
    
    307,014
    
    
    
    313,869
    
    
    Level 3Notes receivable
    
    
    285,000
    
    
    
    285,000
    
    
    Level 3Retained interests in notes receivable sold
    
    
    29,250
    
    
    
    29,250
    
    
    Level 3Other assets (2)
    
    
    44,440
    
    
    
    40,983
    
    
    Level 3Fair value of assets
    
    
    888,487
    
    
    
    891,885Accounts payable and other liabilities (3)
    
    
    54,849
    
    
    
    50,764
    
    
    Level 3Deferred income
    
    
    10,996
    
    
    
    10,996
    
    
    Level 3Deferred income taxes (4)
    
    
    22,690
    
    
    
    29,784
    
    
    Level 3Lines of credit and notes payable
    
    
    198,947
    
    
    
    198,947
    
    
    Level 2Junior subordinated debentures
    
    
    56,783
    
    
    
    56,783
    
    
    Level 2Receivable-backed notes payable
    
    
    236,359
    
    
    
    236,359
    
    
    Level 2Fair value of liabilities
    
    
    580,624
    
    
    
    583,633Non-controlling interest (Big Cedar Joint Venture)
    
    
    26,100
    
    
    
    26,200
    
    
    Level 3Net assets acquired
    
    
    281,763
    
    
    
    282,052Less: Cash consideration on acquisition of additional 23%
    
    
    (22,939
    )
    
    
    (22,939
    )Less: Fair value of previously held equity interest
    
    
    (25,126
    )
    
    
    (25,126
    )
    
    Level 1Less: Fair value of non-controlling interest
    
    
    (41,254
    )
    
    
    (41,254
    )
    
    Level 1Less: Loss on previously held equity interest
    
    
    (8,074
    )
    
    
    (8,074
    )Less: Loss on accumulated other comprehensive income
attributable to previously held equity interest
    
    
    (1,521
    )
    
    
    (1,521
    )Bargain purchase gain
    
    $
    182,849
    
    
    
    183,138
 
 1)
    
    A decrease of approximately $6.9 million to real estate inventory due to the
finalization of the measurement period adjustments.2)
    
    An increase of $2.1 million of favourable lease contracts and a $1.4 million
reclassification from real estate inventory to other assets due to the finalization of the
measurement period adjustments.3)
    
    A reclassification from real estate inventory to accrued liabilities due to the
finalization of the measurement period adjustments.4)
    
    A $2.9 million decrease due to the finalization of the measurement period adjustments,
and a decrease of $4.2 million due to a correction of an error related to an impairment to real estate inventory
which should have been included in the determination of deferred taxes as the acquisition
date November 16, 2009, as part of the Bluegreen purchase price allocation. See Note 1 of
the Notes to the Consolidated Financial Statements.    189




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Purchases of BankAtlantic Bancorps Class A Common Stock
    s
 s
  190




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 5. Cumulative Effect of Change in Accounting Principle
    ConsolidationDecember 31,2009
    
    

BluegreensQSPEs
    
    

BankAtlantic
Bancorps Joint Venture (1)
    
    
    Total
    
    
    January 1,2010(As Revised)Restricted cash
    
    $
    24,020
    
    
    
    36,518
    
    
    
    
    
    
    
    36,518
    
    
    
    60,538Loans receivable
    
    
    3,678,894
    
    
    
    
    
    
    
    3,214
    
    
    
    3,214
    
    
    
    3,682,108Notes receivable
    
    
    279,645
    
    
    
    377,265
    
    
    
    
    
    
    
    377,265
    
    
    
    656,910Real estate inventory
    
    
    484,927
    
    
    
    16,403
    
    
    
    
    
    
    
    16,403
    
    
    
    501,330Retained interest in notes receivable sold
    
    
    26,340
    
    
    
    (26,340
    )
    
    
    
    
    
    
    (26,340
    )
    
    
    Investment in unconsolidated affiliates
    
    
    15,272
    
    
    
    
    
    
    
    (3,256
    )
    
    
    (3,256
    )
    
    
    12,016Other assets
    
    
    65,500
    
    
    
    9,970
    
    
    
    367
    
    
    
    10,337
    
    
    
    75,837Change in related assets
    
    $
    4,574,598
    
    
    
    413,816
    
    
    
    325
    
    
    
    414,141
    
    
    
    4,988,739Other liabilities
    
    $
    187,032
    
    
    
    3,544
    
    
    
    18
    
    
    
    3,562
    
    
    
    190,594Deferred income taxes
    
    
    25,205
    
    
    
    1,779
    
    
    
    
    
    
    
    1,779
    
    
    
    26,984Receivable -backed notes payable
    
    
    237,416
    
    
    
    411,369
    
    
    
    
    
    
    
    411,369
    
    
    
    648,785Change in related liabilities
    
    $
    449,653
    
    
    
    416,692
    
    
    
    18
    
    
    
    416,710
    
    
    
    866,363Total BFCs shareholders equity
    
    $
    245,083
    
    
    
    (1,496
    )
    
    
    
    
    
    
    (1,496
    )
    
    
    243,587Noncontrolling interests
    
    
    159,312
    
    
    
    (1,380
    )
    
    
    307
    
    
    
    (1,073
    )
    
    
    158,239Total equity
    
    $
    404,395
    
    
    
    (2,876
    )
    
    
    307
    
    
    
    (2,569
    )
    
    
    401,826
 
 (1)
    
    As a result of the adoption of the accounting guidance associated with the consolidation of
VIEs, we consolidated BankAtlantic Bancorps factoring joint venture, BankAtlantic Business
Capital, LLC (BBC). Prior to January 1, 2010, the investment in BBC was accounted for using
the equity method of accounting. 191




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 6. Discontinued Operations
 Core Communities
     December 31,2010
    
    
    2009Restricted cash
    
    $
    
    
    
    
    538Property and equipment, net
    
    
    
    
    
    
    61,588Other assets
    
    
    
    
    
    
    9,774Assets held for sale
    
    $
    
    
    
    
    71,900Accounts payable, accrued liabilities and other
    
    $
    
    
    
    
    1,602Notes and mortgage payable
    
    
    
    
    
    
    74,749Liabilities related to assets held for sale
    
    $
    
    
    
    
    76,351
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Revenue and other income
    
    $
    2,951
    
    
    
    8,497
    
    
    
    11,203Costs and expenses
    
    
    3,103
    
    
    
    24,129
    
    
    
    8,420(Loss) income before income taxes
    
    
    (152
    )
    
    
    (15,632
    )
    
    
    2,783Gain on sale of discontinued operations
    
    
    2,617
    
    
    
    
    
    
    
    Income (loss) from discontinued operations
    
    $
    2,465
    
    
    
    (15,632
    )
    
    
    2,783
 Ryan Beck
  192




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
     7. Assets Held for Sale
   ASSETSCash and cash equivalents
    
    $
    5,850Office properties and equipment
    
    
    31,484Total assets held for sale
    
    $
    37,334LIABILITIESInterest bearing deposits
    
    $
    255,630Non-interest bearing deposits
    
    
    85,516Total deposits
    
    
    341,146Accrued interest payable
    
    
    87Total liabilities held for sale
    
    $
    341,233
 193




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 8. Securities Available for Sale and Derivatives
  As of December 31, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    105,219
    
    
    
    6,823
    
    
    
    
    
    
    
    112,042Agency bonds
    
    
    60,000
    
    
    
    143
    
    
    
    
    
    
    
    60,143Real estate mortgage investment conduits (1)
    
    
    66,034
    
    
    
    2,807
    
    
    
    
    
    
    
    68,841Total
    
    
    231,253
    
    
    
    9,773
    
    
    
    
    
    
    
    241,026Investment securities:Municipal bonds
    
    
    162,113
    
    
    
    33
    
    
    
    23
    
    
    
    162,123Other bonds
    
    
    19,936
    
    
    
    8
    
    
    
    22
    
    
    
    19,922Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    4,680
    
    
    
    
    
    
    
    21,106Equity and other securities
    
    
    20,634
    
    
    
    188
    
    
    
    3
    
    
    
    20,819Total investment securities
    
    
    219,109
    
    
    
    4,909
    
    
    
    48
    
    
    
    223,970Derivatives
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    24Total
    
    $
    450,386
    
    
    
    14,682
    
    
    
    48
    
    
    
    465,020
 As of 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
 
 (1)
    
    Real estate mortgage investment conduits (REMIC) 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.  As of December 31, 2010Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMunicipal Bonds
    
    $
    90,413
    
    
    
    (23
    )
    
    
    
    
    
    
    
    
    
    
    90,413
    
    
    
    (23
    )Taxable Securities
    
    
    15,155
    
    
    
    (22
    )
    
    
    
    
    
    
    
    
    
    
    15,155
    
    
    
    (22
    )Equity securities
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    (3
    )
    
    
    7
    
    
    
    (3
    )Total available for
sale securities:
    
    $
    105,568
    
    
    
    (45
    )
    
    
    7
    
    
    
    (3
    )
    
    
    105,575
    
    
    
    (48
    )
 194




---



##### Table of Contents



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
    )REMICS
    
    
    
    
    
    
    
    
    
    
    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
    )
     Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairDecember 31, 2010 (1) (2)
    
    Cost
    
    
    ValueDue within one year
    
    $
    180,313
    
    
    
    180,317Due after one year, but within five years
    
    
    61,832
    
    
    
    61,971Due after five years, but within ten years
    
    
    23,574
    
    
    
    24,474Due after ten years
    
    
    147,583
    
    
    
    156,309Total
    
    $
    413,302
    
    
    
    423,071
 
 (1)
    
    Scheduled maturities in the above table may vary significantly from
actual maturities due to repayments.(2)
    
    Scheduled maturities are based upon contractual
maturities.   For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Gross gains on securities sales
    
    $
    3,140
    
    
    
    11,238
    
    
    
    6,302Gross losses on securities sales
    
    $
    
    
    
    
    
    
    
    
    (5,103
    )Proceeds from sales of securities
    
    $
    58,846
    
    
    
    303,825
    
    
    
    375,900Other-than-temporary impairments
    
    $
    
    
    
    
    (1,587
    )
    
    
    (3,413
    )
 195




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  BFC  Benihana Investment
    Office Depot Investment
   196




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Derivatives
  Contract
    
    
    Expiration
    
    Strike
    
    
    
    
    
    
    FairAmount
    
    
    Date
    
    Price
    
    
    Premium
    
    
    Value
    400
    
    
    Jan-11
    
    
    1.34
    
    
    
    28
    
    
    
    8400
    
    
    Apr-11
    
    
    1.34
    
    
    
    31
    
    
    
    16
    800
    
    
    
    
    
    
    
    
    $
    59
    
    
    
    24
 9. Tax Certificates
  As of December 31, 2010
    
    
    As of December 31, 2009Estimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Fair
    
    
    Amortized
    
    
    FairCost
    
    
    Value (1)
    
    
    Cost
    
    
    ValueTax certificatesNet of allowance of $8,811 and $6,781, respectively
    
    $
    89,789
    
    
    
    90,738
    
    
    
    110,991
    
    
    
    112,472
 
 (1)
    
    The estimated fair value was calculated at December 31, 2010 and 2009 using 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 31,2010
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    6,781
    
    
    
    6,064
    
    
    
    3,289Charge-offs
    
    
    (2,997
    )
    
    
    (2,965
    )
    
    
    (4,668
    )Recoveries
    
    
    475
    
    
    
    294
    
    
    
    157Net charge-offs
    
    
    (2,522
    )
    
    
    (2,671
    )
    
    
    (4,511
    )Provision
charged to non-interest expense
    
    
    4,552
    
    
    
    3,388
    
    
    
    7,286Balance, end of period
    
    $
    8,811
    
    
    
    6,781
    
    
    
    6,064
 197




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 10. Loans Receivable and Loans Held for Sale
  December 31,2010
    
    
    2009Residential
    
    $
    1,213,736
    
    
    
    1,538,906Commercial real estate:Builder land loans
    
    
    9,920
    
    
    
    57,807Land acquisition and development
    
    
    119,189
    
    
    
    182,235Land acquisition, development and construction
    
    
    4,046
    
    
    
    26,184Construction and development
    
    
    141,535
    
    
    
    211,809Commercial
    
    
    620,140
    
    
    
    688,386Commercial non-real estate
    
    
    135,588
    
    
    
    155,226Small business:Small business  real estate
    
    
    203,479
    
    
    
    213,591Small business  non-real estate
    
    
    99,190
    
    
    
    99,113Consumer:Consumer  home equity
    
    
    604,228
    
    
    
    669,690Consumer other
    
    
    16,068
    
    
    
    15,935Deposit overdrafts
    
    
    3,091
    
    
    
    4,816Total gross loans
    
    
    3,170,210
    
    
    
    3,863,698Adjustments:Premiums, discounts and net deferred fees
    
    
    1,650
    
    
    
    2,414Allowance for loan losses
    
    
    (162,139
    )
    
    
    (187,218
    )Loans receivable  net
    
    $
    3,009,721
    
    
    
    3,678,894Loans held for sale
    
    $
    29,765
    
    
    
    4,547
  December 31,2010
    
    
    2009Construction and development
    
    $
    22,522
    
    
    
    43,432Commercial
    
    
    24,647
    
    
    
    25,696Total undisbursed loans in process
    
    $
    47,169
    
    
    
    69,128
  Florida
    
    
    64
    %Eastern U.S.A.
    
    
    19
    %Western U.S.A.
    
    
    14
    %Central U.S.A
    
    
    3
    %100
    %
  Residential 
 198




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Commercial real estate 
 Commercial residential real estate loans
 Owner occupied commercial real estate loans 
 Commercial real estate land loans 
 Commercial other real estate loans 
 Commercial non-real estate loans 
 Consumer loans
 Small business loans 
 Small business real estate secured loans 
 Small business non-real estate loans 
 Loans held for sale 
 199




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  RecordedLoan Class
    
    InvestmentCommercial non-real estate
    
    $
    17,659Commercial real estate:Residential
    
    
    95,482Land
    
    
    27,260Owner occupied
    
    
    4,870Other
    
    
    128,658Small business:Real estate
    
    
    8,928Non-real estate
    
    
    1,951Consumer
    
    
    14,120Residential:Interest only
    
    
    38,900Amortizing
    
    
    47,639Total nonaccrual loans
    
    $
    385,467
  Total31-59 Days
    
    
    60-89 Days
    
    
    90 Days
    
    
    Total
    
    
    
    
    
    
    LoansPast Due
    
    
    Past Due
    
    
    or More (1)
    
    
    Past Due
    
    
    Current
    
    
    Receivable (2)Commercial
non-real estate
    
    $
    
    
    
    
    
    
    
    
    13,498
    
    
    
    13,498
    
    
    
    122,090
    
    
    
    135,588Commercial real estate:Residential
    
    
    4,700
    
    
    
    
    
    
    
    53,791
    
    
    
    58,491
    
    
    
    84,325
    
    
    
    142,816Land
    
    
    
    
    
    
    
    
    
    
    23,803
    
    
    
    23,803
    
    
    
    34,237
    
    
    
    58,040Owner occupied
    
    
    
    
    
    
    
    
    
    
    3,862
    
    
    
    3,862
    
    
    
    107,235
    
    
    
    111,097Other
    
    
    
    
    
    
    6,043
    
    
    
    54,940
    
    
    
    60,983
    
    
    
    551,472
    
    
    
    612,455Small business:Real estate
    
    
    1,530
    
    
    
    2,059
    
    
    
    6,670
    
    
    
    10,259
    
    
    
    193,220
    
    
    
    203,479Non-real estate
    
    
    
    
    
    
    67
    
    
    
    25
    
    
    
    92
    
    
    
    99,098
    
    
    
    99,190Consumer
    
    
    6,396
    
    
    
    6,009
    
    
    
    14,120
    
    
    
    26,525
    
    
    
    596,862
    
    
    
    623,387Residential:Interest only
    
    
    4,907
    
    
    
    6,164
    
    
    
    38,900
    
    
    
    49,971
    
    
    
    500,275
    
    
    
    550,246Amortizing
    
    
    6,091
    
    
    
    5,926
    
    
    
    47,487
    
    
    
    59,504
    
    
    
    614,281
    
    
    
    673,785Total (1)
    
    $
    23,624
    
    
    
    26,268
    
    
    
    257,096
    
    
    
    306,988
    
    
    
    2,903,095
    
    
    
    3,210,083
 
 (1)
    
    BankAtlantic Bancorp had no loans greater than 90 days and accruing(2)
    
    Total loans receivable exclude purchase accounting of $8.5 million in connection with
BFCs share acquisitions of BankAtlantic Bancorp in 2008. The 2008 share acquisitions were
accounted for as step acquisitions under the purchase method of accounting then in effect. 200




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  CommercialCommercial
    
    
    Real
    
    
    SmallNon-Real Estate
    
    
    Estate
    
    
    Business
    
    
    Consumer
    
    
    Residential
    
    
    TotalAllowance for Loan Losses:Beginning balance
    
    $
    4,515
    
    
    
    105,288
    
    
    
    7,998
    
    
    
    42,417
    
    
    
    27,000
    
    
    
    187,218Charge-off :
    
    
    (996
    )
    
    
    (104,973
    )
    
    
    (7,873
    )
    
    
    (39,483
    )
    
    
    (18,305
    )
    
    
    (171,630
    )Recoveries :
    
    
    716
    
    
    
    1,661
    
    
    
    626
    
    
    
    1,042
    
    
    
    1,166
    
    
    
    5,211Provision :
    
    
    6,551
    
    
    
    84,904
    
    
    
    10,763
    
    
    
    28,067
    
    
    
    14,076
    
    
    
    144,361Transfer to held for sale:
    
    
    
    
    
    
    (3,021
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,021
    )Ending balance
    
    $
    10,786
    
    
    
    83,859
    
    
    
    11,514
    
    
    
    32,043
    
    
    
    23,937
    
    
    
    162,139Ending balance individuallyevaluated for impairment
    
    $
    9,020
    
    
    
    62,985
    
    
    
    2,936
    
    
    
    1,791
    
    
    
    12,034
    
    
    
    88,766Ending balance collectivelyevaluated for impairment
    
    
    1,766
    
    
    
    20,874
    
    
    
    8,578
    
    
    
    30,252
    
    
    
    11,903
    
    
    
    73,373Total
    
    $
    10,786
    
    
    
    83,859
    
    
    
    11,514
    
    
    
    32,043
    
    
    
    23,937
    
    
    
    162,139Loans receivables:Ending balance individuallyevaluated for impairment
    
    $
    16,667
    
    
    
    342,806
    
    
    
    12,763
    
    
    
    23,905
    
    
    
    88,210
    
    
    
    484,351Ending balance collectivelyevaluated for impairment
    
    $
    118,921
    
    
    
    581,602
    
    
    
    289,906
    
    
    
    599,482
    
    
    
    1,135,821
    
    
    
    2,725,732Total (1)
    
    $
    135,588
    
    
    
    924,408
    
    
    
    302,669
    
    
    
    623,387
    
    
    
    1,224,031
    
    
    
    3,210,083Purchases of loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,511
    
    
    
    6,511Proceeds from loan sales
    
    
    
    
    
    
    59,697
    
    
    
    
    
    
    
    
    
    
    
    52,678
    
    
    
    112,375Transfer to held for sale
    
    
    
    
    
    
    27,928
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,928
 
 (1)
    
    Total loans receivable exclude purchase accounting of $8.5 million in connection with BFCs
share acquisitions of BankAtlantic Bancorp in 2008. The 2008 share acquisitions were accounted
for as step acquisitions under the purchase method of accounting then in effect.  Allowance for Loan Losses (in thousands)
 For Years EndedDecember 31,2009
    
    
    2008Balance, beginning of period
    
    $
    137,257
    
    
    
    94,020Loans charged-off
    
    
    (185,890
    )
    
    
    (117,874
    )Recoveries of loans previously charged-off
    
    
    3,193
    
    
    
    1,310Net charge-offs
    
    
    (182,697
    )
    
    
    (116,564
    )Provision for loan losses
    
    
    232,658
    
    
    
    159,801Balance, end of period
    
    $
    187,218
    
    
    
    137,257
 Impaired Loans
 201




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Unpaid
    
    
    
    
    
    
    Average
    
    
    InterestRecorded
    
    
    Principal
    
    
    Related
    
    
    Recorded
    
    
    IncomeInvestment (1)
    
    
    Balance
    
    
    Allowance
    
    
    Investment
    
    
    RecognizedWith a related allowance recorded :Commercial non-real estate
    
    $
    16,809
    
    
    
    16,809
    
    
    
    9,850
    
    
    
    14,850
    
    
    
    Commercial real estate:Residential
    
    
    81,731
    
    
    
    87,739
    
    
    
    21,298
    
    
    
    86,868
    
    
    
    778Land
    
    
    15,209
    
    
    
    15,209
    
    
    
    8,156
    
    
    
    21,010
    
    
    
    18Owner occupied
    
    
    1,695
    
    
    
    1,695
    
    
    
    335
    
    
    
    5,366
    
    
    
    Other
    
    
    95,693
    
    
    
    96,873
    
    
    
    33,197
    
    
    
    96,800
    
    
    
    Small business:Real estate
    
    
    2,602
    
    
    
    2,602
    
    
    
    1,733
    
    
    
    2,838
    
    
    
    21Non-real estate
    
    
    1,779
    
    
    
    1,779
    
    
    
    1,203
    
    
    
    2,015
    
    
    
    Consumer
    
    
    3,729
    
    
    
    5,029
    
    
    
    1,791
    
    
    
    4,665
    
    
    
    Residential:Residential-interest only
    
    
    31,805
    
    
    
    39,451
    
    
    
    6,741
    
    
    
    24,327
    
    
    
    17Residential-amortizing
    
    
    24,619
    
    
    
    28,712
    
    
    
    5,293
    
    
    
    16,525
    
    
    
    34Total with a related allowance
recorded
    
    $
    275,671
    
    
    
    295,898
    
    
    
    89,597
    
    
    
    275,264
    
    
    
    868With no related allowance recorded:Commercial non-real estate
    
    $
    1,497
    
    
    
    1,497
    
    
    
    
    
    
    
    4,799
    
    
    
    15Commercial real estate:Residential
    
    
    44,835
    
    
    
    116,092
    
    
    
    
    
    
    
    42,295
    
    
    
    267Land
    
    
    14,039
    
    
    
    43,846
    
    
    
    
    
    
    
    25,847
    
    
    
    19Owner occupied
    
    
    3,922
    
    
    
    3,922
    
    
    
    
    
    
    
    3,878
    
    
    
    56Other
    
    
    81,370
    
    
    
    97,203
    
    
    
    
    
    
    
    55,311
    
    
    
    1,446Small business:Real estate
    
    
    15,727
    
    
    
    16,499
    
    
    
    
    
    
    
    14,722
    
    
    
    673Non-real estate
    
    
    172
    
    
    
    197
    
    
    
    
    
    
    
    358Consumer
    
    
    23,029
    
    
    
    27,146
    
    
    
    
    
    
    
    22,487
    
    
    
    624Residential:Residential-interest only
    
    
    7,427
    
    
    
    10,078
    
    
    
    
    
    
    
    16,694
    
    
    
    Residential-amortizing
    
    
    25,664
    
    
    
    31,797
    
    
    
    
    
    
    
    26,950
    
    
    
    116Total with no related allowance
recorded
    
    $
    217,682
    
    
    
    348,277
    
    
    
    
    
    
    
    213,341
    
    
    
    3,216Commercial non-real estate
    
    $
    18,306
    
    
    
    18,306
    
    
    
    9,850
    
    
    
    19,649
    
    
    
    15Commercial real estate
    
    
    338,494
    
    
    
    462,579
    
    
    
    62,986
    
    
    
    337,375
    
    
    
    2,584Small business
    
    
    20,280
    
    
    
    21,077
    
    
    
    2,936
    
    
    
    19,933
    
    
    
    694Consumer
    
    
    26,758
    
    
    
    32,175
    
    
    
    1,791
    
    
    
    27,152
    
    
    
    624Residential
    
    
    89,515
    
    
    
    110,038
    
    
    
    12,034
    
    
    
    84,496
    
    
    
    167Total
    
    $
    493,353
    
    
    
    644,175
    
    
    
    89,597
    
    
    
    488,605
    
    
    
    4,084
 
 (1)
    
    Recorded investment is defined as unpaid principal balance less charge downs 202




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  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
      For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Contracted interest income
    
    $
    23,221
    
    
    
    22,417
    
    
    
    14,276Interest income recognized
    
    
    (4,084
    )
    
    
    (9,881
    )
    
    
    (3,368
    )Foregone interest income
    
    $
    19,137
    
    
    
    12,536
    
    
    
    10,908
 203




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Credit Quality Information
         Commercial
    
    
    
    
    
    
    
    
    
    
    Owner Occupied
    
    
    Other
    
    
    Small
    
    
    SmallNon
    
    
    Commercial
    
    
    Commercial
    
    
    Commercial
    
    
    Commercial
    
    
    Business
    
    
    BusinessReal Estate
    
    
    Residential
    
    
    Land
    
    
    Real Estate
    
    
    Real Estate
    
    
    Real Estate
    
    
    Non-Real EstateRisk Grade:Grades 1 to 7
    
    $
    81,789
    
    
    
    16,250
    
    
    
    27,387
    
    
    
    101,855
    
    
    
    314,402
    
    
    
    169,979
    
    
    
    84,584Grade 10
    
    
    12,827
    
    
    
    7,572
    
    
    
    956
    
    
    
    704
    
    
    
    119,508
    
    
    
    3,098
    
    
    
    3,665Grade 11
    
    
    40,972
    
    
    
    118,994
    
    
    
    29,697
    
    
    
    8,538
    
    
    
    178,545
    
    
    
    30,402
    
    
    
    10,941Total
    
    $
    135,588
    
    
    
    142,816
    
    
    
    58,040
    
    
    
    111,097
    
    
    
    612,455
    
    
    
    203,479
    
    
    
    99,190
  204




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Residential
    
    
    ResidentialLoan to value ratios (1)
    
    Interest Only
    
    
    AmortizingRatios not available (2)
    
    $
    
    
    
    
    78,031=<60%
    
    
    107,063
    
    
    
    144,74460.1%  70%
    
    
    118,679
    
    
    
    103,89170.1%  80%
    
    
    290,840
    
    
    
    309,92580.1%  90%
    
    
    17,055
    
    
    
    23,982>90.1%
    
    
    16,608
    
    
    
    13,212Total
    
    $
    550,245
    
    
    
    673,785
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of the
first quarter of 2010 based on automated valuation models.(2)
    
    Loans were originated under the Community Reinvestment Act program and are not
monitored based on loan-to-value.   ConsumerHomeLoan to value ratios
    
    Equity<70%
    
    $
    363,65370.1%  80%
    
    
    106,18080.1%  90%
    
    
    72,52990.1%  100%
    
    
    48,537>100%
    
    
    13,329Total
    
    $
    604,228
   Non-performing assets (in thousands):
 As of December 31,2010
    
    
    2009
    
    
    2008Non-accrual  tax certificates
    
    $
    3,636
    
    
    
    2,161
    
    
    
    1,441Non-accrual  loans (1)Residential
    
    
    86,538
    
    
    
    76,401
    
    
    
    34,734Commercial real estate and non-real
estate
    
    
    273,930
    
    
    
    230,827
    
    
    
    241,274Small business
    
    
    10,879
    
    
    
    9,338
    
    
    
    4,644Consumer
    
    
    14,120
    
    
    
    14,451
    
    
    
    6,763Total non-accrual loans
    
    
    385,467
    
    
    
    331,017
    
    
    
    287,415Real estate owned
    
    
    74,488
    
    
    
    46,467
    
    
    
    19,045Other repossessed assets
    
    
    
    
    
    
    10
    
    
    
    Total non-performing assets
    
    $
    463,591
    
    
    
    379,655
    
    
    
    307,901
 
 (1)
    
    Included in non-accrual loans at December 31, 2010, 2009 and 2008 were $145.3
million, $45.7 million and $4.8 million, respectively, of troubled debt restructured
loans. 205




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Accruing impaired loans (in thousands):
 As of  December 31,2010
    
    
    2009
    
    
    2008Performing impaired loans
    
    $
    11,880
    
    
    
    6,150
    
    
    
    Loans 90 days past due and still accruing
    
    
    
    
    
    
    9,960
    
    
    
    15,721Troubled debt restructured
    
    
    96,006
    
    
    
    107,642
    
    
    
    28,173Total accruing impaired loans
    
    $
    107,886
    
    
    
    123,752
    
    
    
    43,894
   For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Real estate acquired in settlement of
loans and tax certificates:Operating expenses, net
    
    $
    1,927
    
    
    
    1,355
    
    
    
    1,243Impairment of REO
    
    
    6,830
    
    
    
    4,124
    
    
    
    1,465Net losses (gains) on sales
    
    
    378
    
    
    
    (341
    )
    
    
    124Net real estate owned losses
    
    $
    9,135
    
    
    
    5,138
    
    
    
    2,832
 11. Notes Receivable
  December 31,
    
    
    December 31,2010
    
    
    2009As RevisedNotes receivable, gross
    
    $
    712,145
    
    
    
    356,133Purchase accounting adjustments
    
    
    (43,778
    )
    
    
    (72,502
    )Notes receivable, net of purchase
accounting adjustments
    
    
    668,367
    
    
    
    283,631Allowance for loan losses
    
    
    (93,398
    )
    
    
    (3,986
    )Notes receivable, net
    
    $
    574,969
    
    
    
    279,645
 Loans and Debt
Securities Acquired with Deteriorated Credit Quality
 206




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Accretable Yield
 Balance at December 31, 2009
    
    $
    102,665Increase in cash flows expected
    
    
    Accretion
    
    
    (29,065
    )Reclassifications from nonaccretable difference
    
    
    12,306Balance at December 31, 2010
    
    $
    85,906
    As of December 31, 20102011
    
    $
    80,2842012
    
    
    82,1292013
    
    
    89,4862014
    
    
    95,9282015
    
    
    99,282Thereafter
    
    
    265,036712,145Allowance for loan losses
    
    
    (93,398
    )Notes receivable, net of allowance
    
    
    618,747Purchase accounting adjustments
    
    
    (43,778
    )Total
    
    $
    574,969
 Allowance for uncollectible notes receivable
  207




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Balance at December 31, 2009 (a)
    
    $
    3,986One-time impact of the amendment to the accounting guidance for
transfer of financial assets and the amendment to the accounting
guidance for the consolidation of VIE (see Note 5)
    
    
    86,252Provision for loan losses
    
    
    46,059Write-offs of uncollectible receivables
    
    
    (42,899
    )Balance at December 31, 2010
    
    $
    93,398
 
 (a)
    
    Allowance for uncollectible notes receivable represents amount attributable to new loan
originations subsequent to the date of our acquisition of a controlling interest in Bluegreen
(November 16, 2009).  2010
    
    
    2009Current
    
    $
    655,304
    
    
    $
    326,21831-60 days
    
    
    12,063
    
    
    
    6,63361-90 days
    
    
    10,228
    
    
    
    4,981Over 91 days
    
    
    27,785
    
    
    
    13,400Purchase accounting adjustments
    
    
    (43,778
    )
    
    
    (72,502
    )Notes receivable net of purchase accounting
adjustments
    
    
    661,602
    
    
    
    278,730Allowance for loan losses
    
    
    (93,398
    )
    
    
    (3,986
    )Total
    
    $
    568,204
    
    
    $
    274,744
 12. Variable Interest Entities  Bluegreen
    208




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  .
  13. Retained Interest in Notes Receivable Sold
   Gross UnrealizedAmortized Cost
    
    
    Loss
    
    
    Fair 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
 209




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  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
    %
    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
  210




---



##### Table of Contents



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
 14. Real Estate Inventory
  December 31,2010
    
    
    2009As RevisedLand and land development costs
    
    $
    107,161
    
    
    
    264,454Bluegreen Resorts
    
    
    230,346
    
    
    
    212,662Other costs
    
    
    554
    
    
    
    552Land and facilities held for sale
    
    
    5,436
    
    
    
    7,259Total
    
    $
    343,497
    
    
    
    484,927
 Notes and Mortgage Notes Payable and Other Borrowings
  211




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
    15. Capitalized Interest
  For the Year Ended December 31,2010
    
    
    2009
    
    
    2008Real Estate and Other:Interest incurred on borrowings
    
    $
    85,241
    
    
    
    21,189
    
    
    
    18,283Interest capitalized
    
    
    (239
    )
    
    
    (3,058
    )
    
    
    (9,852
    )85,002
    
    
    
    18,131
    
    
    
    8,431Financial Services:Interest on deposits
    
    
    22,511
    
    
    
    41,884
    
    
    
    64,263Interest on advances from FHLB
    
    
    1,209
    
    
    
    16,523
    
    
    
    50,942Interest on short term borrowings
    
    
    30
    
    
    
    209
    
    
    
    2,485Interest on debentures and bonds
payable
    
    
    15,915
    
    
    
    16,236
    
    
    
    22,81239,665
    
    
    
    74,852
    
    
    
    140,502Total interest expense
    
    $
    124,667
    
    
    
    92,983
    
    
    
    148,933
 212




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 16. Investments in Unconsolidated Affiliates
  December 31,2010
    
    
    2009Investments in joint ventures
    
    $
    281
    
    
    
    4,265Investment in statutory business trusts
    
    
    12,174
    
    
    
    11,007$
    12,455
    
    
    
    15,272
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Earnings from Bluegreen (1)
    
    $
    
    
    
    
    32,672
    
    
    
    13,696Earnings (loss) from joint ventures
    
    
    (2,045
    )
    
    
    (396
    )
    
    
    (152
    )Earnings from statutory trusts
    
    
    1,194
    
    
    
    1,105
    
    
    
    1,520$
    (851
    )
    
    
    33,381
    
    
    
    15,064
 
 (1)
    
    2009 earnings from Bluegreen are for the interim period from January 1, 2009 to November
15, 2009.  Investment in Bluegreen Corporation
   213




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  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)
    
    As a result of the impairment charges previously taken under the equity method prior to our
consolidation of Bluegreen in November 2009, a basis difference was created between the
investment in Bluegreen and the underlying assets and liabilities carried on the books of
Bluegreen. Therefore, earnings from Bluegreen were adjusted each period to reflect the
amortization of this basis difference. As such, a methodology was established to allocate the
impairment loss to the relative estimates of the fair value of Bluegreens underlying assets
based upon the position that the impairment loss was a reflection of the perceived value of
these underlying assets. The appropriate amortization was calculated based on the estimated
useful lives of the underlying assets and other relevant data associated with each asset
category.
 Statutory Business Trusts
 Junior Subordinated Debentures
 17. Properties and Equipment
  December 31,2010
    
    
    2009Land, buildings and building
improvements
    
    $
    224,847
    
    
    
    265,901Golf course land and improvements
    
    
    6,123
    
    
    
    6,177Office equipment, furniture and fixtures
    
    
    104,203
    
    
    
    114,005Water irrigation facilities
    
    
    
    
    
    
    10,223Total
    
    
    335,173
    
    
    
    396,306Less accumulated depreciation
    
    
    (116,508
    )
    
    
    (107,097
    )Properties and equipment  net
    
    $
    218,665
    
    
    
    289,209
 Notes and Mortgage Notes Payable
and Other Borrowings
  214




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  18. Goodwill
       215




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  19. Deposits
  As of December 31,2010
    
    
    2009Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentInterest free checking
    
    $
    876,200
    
    
    
    22.52
    %
    
    
    815,458
    
    
    
    20.65
    %Insured money fund savings0.46% at December 31, 2010
    
    
    385,365
    
    
    
    9.90
    %
    
    
    351,303
    
    
    
    8.90
    %0.68 at December 31, 2009NOW accounts0.42% at December 31, 2010
    
    
    1,516,781
    
    
    
    38.98
    %
    
    
    1,409,138
    
    
    
    35.69
    %0.63% at December 31, 2009Savings accounts0.24% at December 31, 2010
    
    
    452,710
    
    
    
    11.63
    %
    
    
    412,360
    
    
    
    10.44
    %0.33% at December 31, 2009Total non-certificate accounts
    
    
    3,231,056
    
    
    
    83.04
    %
    
    
    2,988,259
    
    
    
    75.67
    %Certificate accounts:Less than 2.00%
    
    
    544,547
    
    
    
    13.99
    %
    
    
    654,445
    
    
    
    16.57
    %2.01% to 3.00%
    
    
    65,353
    
    
    
    1.68
    %
    
    
    211,590
    
    
    
    5.36
    %3.01% to 4.00%
    
    
    9,991
    
    
    
    0.26
    %
    
    
    15,965
    
    
    
    0.40
    %4.01% to 5.00%
    
    
    38,965
    
    
    
    1.00
    %
    
    
    51,699
    
    
    
    1.31
    %5.01% to 6.00%
    
    
    1,278
    
    
    
    0.03
    %
    
    
    26,840
    
    
    
    0.68
    %6.01% to 7.00%
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    Total certificate accounts
    
    
    660,134
    
    
    
    16.96
    %
    
    
    960,559
    
    
    
    24.33
    %Total deposit accounts
    
    $
    3,891,190
    
    
    
    100.00
    %
    
    
    3,948,818
    
    
    
    100.00
    %
  As of December 31, 2010Amount
    
    
    PercentInterest free checking
    
    $
    85,516
    
    
    
    25.07
    %Savings accounts
    
    
    34,406
    
    
    
    10.09NOW accounts
    
    
    146,213
    
    
    
    42.86Insured money fund savings
    
    
    31,331
    
    
    
    9.18Certificate accounts
    
    
    43,680
    
    
    
    12.80Total deposits held for sale
    
    $
    341,146
    
    
    
    100.00
    %
 216




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Money fund savings and NOW accounts
    
    $
    9,287
    
    
    
    9,961
    
    
    
    17,783Savings accounts
    
    
    1,112
    
    
    
    1,612
    
    
    
    4,994Certificate accounts  below $100,000
    
    
    6,541
    
    
    
    16,184
    
    
    
    21,195Certificate accounts, $100,000 and
above
    
    
    5,754
    
    
    
    14,470
    
    
    
    20,856Less early withdrawal penalty
    
    
    (183
    )
    
    
    (343
    )
    
    
    (565
    )Total
    
    $
    22,511
    
    
    
    41,884
    
    
    
    64,263
  For the Years Ended December 31,Interest Rate
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    Thereafter0.00% to 2.00%
    
    $
    487,923
    
    
    
    46,828
    
    
    
    5,647
    
    
    
    1,637
    
    
    
    2,511
    
    
    
    12.01% to 3.00%
    
    
    18,774
    
    
    
    26,861
    
    
    
    5,439
    
    
    
    4,605
    
    
    
    9,674
    
    
    
    3.01% to 4.00%
    
    
    3,059
    
    
    
    2,264
    
    
    
    2,113
    
    
    
    1,563
    
    
    
    990
    
    
    
    24.01% to 5.00%
    
    
    6,297
    
    
    
    25,973
    
    
    
    6,691
    
    
    
    
    
    
    
    4
    
    
    
    5.01% to 6.00%
    
    
    867
    
    
    
    411
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    516,920
    
    
    
    102,337
    
    
    
    19,890
    
    
    
    7,805
    
    
    
    13,179
    
    
    
    3
  December 31,20103 months or less
    
    $
    48,5014 to 6 months
    
    
    52,2337 to 12 months
    
    
    130,769More than 12 months
    
    
    77,439Total
    
    $
    308,942
  2010
    
    
    2009Brokered deposits
    
    $
    14,065
    
    
    
    72,904Public deposits
    
    
    214,421
    
    
    
    223,554Total institutional deposits
    
    $
    228,486
    
    
    
    296,458
  20. Advances from Federal Home Loan Bank
   217




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
   21. Securities Sold Under Agreements to Repurchase
   For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Maximum borrowing at any month-end within
the period
    
    
    
    
    
    $
    31,101
    
    
    
    39,286
    
    
    
    55,179Average borrowing during the period
    
    
    
    
    
    $
    22,009
    
    
    
    30,732
    
    
    
    63,529Average interest cost during the period
    
    
    
    
    

    %
    0.12
    
    
    
    0.12
    
    
    
    2.23Average interest cost at end of the period
    
    
    
    
    


    %
    0.13
    
    
    
    0.12
    
    
    
    0.12
  WeightedEstimated
    
    
    AverageAmortized
    
    
    Fair
    
    
    Repurchase
    
    
    InterestCost
    
    
    Value
    
    
    Balance
    
    
    RateDecember 31, 2010 (1)Mortgage-backed
securities
    
    $
    20,885
    
    
    
    22,680
    
    
    
    21,524
    
    
    
    0.12
    %December 31, 2009 (1)Mortgage-backed
securities
    
    $
    32,706
    
    
    
    34,403
    
    
    
    24,468
    
    
    
    0.12
    %
 
 (1)
    
    At December 31, 2010 and 2009, all securities were classified as available for
sale and were recorded at fair value in the consolidated statements of financial
condition.  22. Other Short-Term Borrowings
  218




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
    As of December 31,2010
    
    
    2009
    
    
    2008Ending balance
    
    
    
    
    
    $
    1,240
    
    
    
    2,803
    
    
    
    238,339Maximum outstanding at any month end
within period
    
    
    
    
    
    $
    2,646
    
    
    
    301,891
    
    
    
    238,339Average amount outstanding during period
    
    
    
    
    
    $
    2,011
    
    
    
    58,865
    
    
    
    78,125Average cost during period
    
    

    
    
    
    %
    0.02
    
    
    
    0.29
    
    
    
    2.23
 23. Debt
  Notes andMortgage Notes
    
    
    Recourse
    
    
    Non-recourse
    
    
    JuniorPayable
    
    
    Receivable Backed
    
    
    Receivable Backed
    
    
    Subordinatedand Lines of Credit
    
    
    Notes Payable
    
    
    Notes Payable
    
    
    Debentures
    
    
    Total2011 (1)
    
    
    117,273
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117,2732012
    
    
    92,525
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,5252013
    
    
    4,525
    
    
    
    
    
    
    
    
    
    
    
    24,537
    
    
    
    29,0622014
    
    
    11,094
    
    
    
    67,313
    
    
    
    
    
    
    
    3,653
    
    
    
    82,0602015
    
    
    12,221
    
    
    
    3,159
    
    
    
    10,150
    
    
    
    
    
    
    
    25,530Thereafter
    
    
    2,291
    
    
    
    65,188
    
    
    
    426,121
    
    
    
    490,074
    
    
    
    983,674239,929
    
    
    
    135,660
    
    
    
    436,271
    
    
    
    518,264
    
    
    
    1,330,124Purchase Accounting
Adjustment
    
    
    (358
    )
    
    
    
    
    
    
    (2,717
    )
    
    
    (56,696
    )
    
    
    (59,771
    )239,571
    
    
    
    135,660
    
    
    
    433,554
    
    
    
    461,568
    
    
    
    1,270,353
 
 (1)
    
    Includes loans that are currently in default and repayments of the entire amounts
outstanding of approximately $64.4 million has been accelerated. Therefore, these notes
are currently due. See below in Notes and Mortgage Notes Payable and Other Borrowingsfor
further details. 219




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
 Receivable- Backed Notes Payable
  December 31, 2010
    
    
    December 31, 2009Principal Balance of
    
    
    
    
    
    
    
    
    
    
    Principal Balance ofPledged/
    
    
    
    
    
    
    
    
    
    
    Pledged/Debt
    
    
    Interest
    
    
    Secured
    
    
    Debt
    
    
    Interest
    
    
    SecuredBalance
    
    
    Rate
    
    
    Receivables
    
    
    Balance
    
    
    Rate
    
    
    ReceivablesRecourse receivable-backed notes payable:Liberty Bank Facility
    
    $
    67,514
    
    
    
    6.50
    %
    
    $
    77,377
    
    
    $
    59,055
    
    
    
    5.75
    %
    
    $
    68,175GE Bluegreen/Big Cedar Receivables
Facility
    
    
    23,877
    
    
    
    2.01
    %
    
    
    29,232
    
    
    
    32,834
    
    
    
    1.98
    %
    
    
    35,935Legacy Securitization (1)
    
    
    22,759
    
    
    
    12.00
    %
    
    
    34,232
    
    
    
    
    
    
    
    
    
    
    
    NBA Receivables Facility
    
    
    18,351
    
    
    
    6.75
    %
    
    
    22,458
    
    
    
    
    
    
    
    
    
    
    
    Wells Fargo Facility
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,409
    
    
    
    4.00
    %
    
    
    15,926RFA Receivables Facility
    
    
    3,159
    
    
    
    4.26
    %
    
    
    4,451
    
    
    
    5,228
    
    
    
    4.23
    %
    
    
    6,331Total recourse debt
    
    $
    135,660
    
    
    
    
    
    
    $
    167,750
    
    
    $
    111,526
    
    
    
    
    
    
    $
    126,367Non-recourse receivable-backed
notes payable (2):BB&T Purchase Facility
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    131,302
    
    
    
    5.75
    %
    
    $
    166,562GE 2003 Facility
    
    
    10,150
    
    
    
    7.16
    %
    
    
    11,709
    
    
    
    
    
    
    
    
    
    
    
    2004 Term Securitization
    
    
    18,722
    
    
    
    4.45-7.18
    %
    
    
    20,540
    
    
    
    
    
    
    
    
    
    
    
    2005 Term Securitization
    
    
    55,888
    
    
    
    5.41-9.85
    %
    
    
    63,527
    
    
    
    
    
    
    
    
    
    
    
    GE 2006 Facility
    
    
    50,596
    
    
    
    6.68-7.32
    %
    
    
    57,988
    
    
    
    
    
    
    
    
    
    
    
    2006 Term Securitization
    
    
    52,716
    
    
    
    5.61-9.38
    %
    
    
    59,415
    
    
    
    
    
    
    
    
    
    
    
    2007 Term Securitization
    
    
    100,953
    
    
    
    5.83-11.15
    %
    
    
    117,379
    
    
    
    
    
    
    
    
    
    
    
    2008 Term Securitization
    
    
    39,624
    
    
    
    5.89-11.63
    %
    
    
    44,889
    
    
    
    
    
    
    
    
    
    
    
    2010 Term Securitization
    
    
    107,514
    
    
    
    5.10-7.5
    %
    
    
    123,662
    
    
    
    
    
    
    
    
    
    
    
    Big Cedar Quorum General Credit Union
    
    
    108
    
    
    
    8.00
    %
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    Total non-recourse debt
    
    $
    436,271
    
    
    
    
    
    
    $
    499,245
    
    
    $
    131,302
    
    
    
    
    
    
    $
    166,562Purchase accounting adjustments
    
    
    2,717
    )
    
    
    
    
    
    
    (41,002
    )
    
    
    (5,412
    )
    
    
    
    
    
    
    (59,635
    )Total receivable- backed notes payable
    
    $
    569,214
    
    
    
    
    
    
    $
    625,993
    
    
    $
    237,416
    
    
    
    
    
    
    $
    233,294
 
 (1)
    
    Legacy Securitization debt bears interest at a coupon rate of 12% and was issued at a discount resulting in an effective yield of 18.5%.(2)
    
    As of December 31, 2009, with the exception of the BB&T Purchase Facility, all
non-recourse receivable -backed notes payable were not consolidated
 in accordance with the accounting guidance then in effect. Liberty Bank Facility
    220




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
 The GE Bluegreen/Big Cedar Receivables Facility.
 Lecacy Securitization. R- R R
   NBA Receivables Facility.
  The Wells Fargo Facility.
 BB&T Purchase Facility.
 221




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
   2010 Term Securitization
    Big Cedar Quorum Federal Credit Union.
  Receivable-Backed Notes Payable Previously Reported as Off-Balance-Sheet
  222




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  Notes and Mortgage Notes Payable and Other Borrowings
  December 31,
    
    
    Interest

    
    Maturity2010
    
    
    2009
    
    
    Rate

    
    DateCore CommunitiesLand development
    
    $
    
    
    
    
    25,000
    
    
    
    5.00
    %
    
    February 2012 (5)Land acquisition
    
    
    27,248
    
    
    
    22,536
    
    
    
    3.04%  3.19
    %
    
    October 2019 (4)Land acquisition
    
    
    
    
    
    
    4,712
    
    
    
    6.88
    %
    
    October 2019 (5)Land acquisition
    
    
    
    
    
    
    85,968
    
    
    
    2.74%  3.06
    %
    
    June 2011 (5)Development bonds
    
    
    
    
    
    
    181
    
    
    6% to 6.13%
    
    May 2035Other borrowings
    
    
    
    
    
    
    68
    
    
    
    7.48
    %
    
    August 2011Carolina OakBorrowing base facility
    
    
    37,174
    
    
    
    37,174
    
    
    
    3.25
    %
    
    March 2011 (4)Cypress Creek HoldingsMortgage notes payable
    
    
    11,387
    
    
    
    11,607
    
    
    
    5.47
    %
    
    April 2015Other borrowings
    
    
    
    
    
    
    102
    
    
    
    6.50
    %
    
    June 2013BluegreenThe RFA AD&C Facility
    
    
    52,264
    
    
    
    87,415
    
    
    
    4.76
    %
    
    June 2012H4BG Communities Facility
    
    
    30,842
    
    
    
    38,479
    
    
    
    8.0%  10.0
    %
    
    December 2012Wachovia Notes Payable
    
    
    
    
    
    
    24,497
    
    
    
    2.23%  2.58
    %
    
    Varies by loanWells Fargo Term Loan
    
    
    30,776
    
    
    
    0
    
    
    
    7.13
    %
    
    April 30, 2012Wachovia Line-of-Credit
    
    
    
    
    
    
    15,700
    
    
    
    1.98
    %
    
    April 2010Foundation Capital
    
    
    13,200
    
    
    
    0
    
    
    
    8.00
    %Textron AD&C Facility
    
    
    9,290
    
    
    
    12,757
    
    
    
    4.50%  4.75
    %
    
    Varies by loan (3)Fifth Third Bank Note Payable
    
    
    3,154
    
    
    
    3,381
    
    
    
    3.26
    %
    
    April 2023Other
    
    
    2,594
    
    
    
    3,552
    
    
    
    4.25%  12.50
    %
    
    From September 2010 to February 2023Real Estate and Other
    
    
    217,929
    
    
    
    373,129BankAtlanticSubordinated debentures (1)
    
    
    22,000
    
    
    
    22,000
    
    
    LIBOR + 3.45%
    
    November 2012Mortgage-Backed Bonds
    
    
    
    
    
    
    697
    
    
    
    (2
    )
    
    September 2013Total Financial Services
    
    
    22,000
    
    
    
    22,697Fair value adjustment
    
    
    (358
    )
    
    
    (465
    )Total Notes Payable
    
    $
    239,571
    
    
    
    395,361
 
 (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 date for this facility varies by loan. The maturity date associated with
the Odyssey Dells Resort loan, which had an outstanding balance of $3.6 million as of
December 31, 2010, is December 31, 2011. The maturity date associated with the Atlantic
Palace Resort, which had an outstanding balance of $5.7 million as of December 31, 2010,
is April 2013.(4)
    
    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.(5)
    
    Notes are the subject of legal proceedings in which Woodbridge relinquished title to
all assets and transferred its interest in certain Core entities in exchange for full
settlement of the debt which was received in February 2011. Core Communities and its subsidiaries
  223




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
   Woodbridge
  Bluegreen
 RFA AD&C Facility . TM
 H4BG Communities Facility.
 224




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  The Wachovia Notes Payable.
 The Wachovia Line-of-Credit
 Wells Fargo Term Loan.
  Textron AD&C Facility
  225




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
   Fifth Third Bank Note Payable
 Bank Atlantic
   226




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
 Junior Subordinated Debentures
  December 31,
    
    
    
    
    
    
    Beginning2010
    
    
    2009
    
    
    
    
    
    
    OptionalIssue
    
    Outstanding
    
    
    Outstanding
    
    
    Interest
    
    Maturity
    
    RedemptionJunior Subordinated Debentures
    
    Date
    
    Amount
    
    
    Amount
    
    
    Rate (1)
    
    Date
    
    DateLevitt Capital Trust I (LCT I)
    
    03/15/2005
    
    $
    23,196
    
    
    
    23,196
    
    
    From fixed 8.11% to LIBOR + 3.85%
    
    03/01/2035
    
    3/15/2010Levitt Capital Trust II (LCT II)
    
    05/04/2005
    
    
    30,928
    
    
    
    30,928
    
    
    From fixed 8.09% to LIBOR + 3.80%
    
    06/30/2035
    
    06/30/2010Levitt Capital Trust III (LCT III)
    
    06/01/2006
    
    
    15,464
    
    
    
    15,464
    
    
    From fixed 9.25% to LIBOR + 3.80%
    
    06/30/2036
    
    06/30/2011Levitt Capital Trust IV (LCTIV)
    
    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
    
    
    
    23,196
    
    
    LIBOR +4.9%
    
    3/30/2035
    
    03/30/2010Bluegreen Statutory Trust II
    
    05/04/2005
    
    
    25,774
    
    
    
    25,774
    
    
    LIBOR +4.85%
    
    7/30/2035
    
    07/30/2010Bluegreen Statutory Trust III
    
    05/10/2005
    
    
    10,310
    
    
    
    10,310
    
    
    LIBOR +4.85%
    
    7/30/2035
    
    07/30/2010Bluegreen Statutory Trust IV
    
    04/24/2006
    
    
    15,464
    
    
    
    15,464
    
    
    LIBOR +4.85%
    
    6/30/2036
    
    06/30/2011Bluegreen Statutory Trust V
    
    07/21/2006
    
    
    15,464
    
    
    
    15,464
    
    
    LIBOR +4.85%
    
    9/30/2036
    
    09/30/2011Bluegreen Statutory Trust VI
    
    02/26/2007
    
    
    20,619
    
    
    
    20,619
    
    
    LIBOR +4.8%
    
    4/30/2037
    
    04/30/2012Total Bluegreen Corporation
    
    
    
    
    110,827
    
    
    
    110,827BBX Capital Trust I(A)
    
    06/26/2007
    
    
    26,918
    
    
    
    26,436
    
    
    LIBOR + 1.45%
    
    09/15/2037
    
    09/15/2012BBX Capital Trust II(A)
    
    09/20/2007
    
    
    5,389
    
    
    
    5,290
    
    
    LIBOR + 1.50%
    
    12/15/2037
    
    12/15/2012BBX Capital Trust II
    
    03/05/2002
    
    
    67,546
    
    
    
    62,097
    
    
    8.50%
    
    03/31/2032
    
    03/31/2007BBX Capital Trust III
    
    06/26/2002
    
    
    27,978
    
    
    
    26,928
    
    
    LIBOR + 3.45%
    
    06/26/2032
    
    06/26/2007BBX Capital Trust IV
    
    09/26/2002
    
    
    27,950
    
    
    
    26,914
    
    
    LIBOR + 3.40%
    
    09/26/2032
    
    09/26/2007BBX Capital Trust V
    
    09/27/2002
    
    
    11,180
    
    
    
    10,766
    
    
    LIBOR + 3.40%
    
    09/30/2032
    
    09/27/2007BBX Capital Trust VI
    
    12/10/2002
    
    
    16,737
    
    
    
    16,125
    
    
    LIBOR + 3.35%
    
    12/10/2032
    
    12/10/2007BBX Capital Trust VII
    
    12/19/2002
    
    
    27,866
    
    
    
    26,874
    
    
    LIBOR + 3.25%
    
    12/26/2032
    
    12/19/2007BBX Capital Trust VIII
    
    12/19/2002
    
    
    16,575
    
    
    
    15,969
    
    
    LIBOR + 3.35%
    
    01/07/2033
    
    12/19/2007BBX Capital Trust IX
    
    12/19/2002
    
    
    11,051
    
    
    
    10,647
    
    
    LIBOR + 3.35%
    
    01/07/2033
    
    12/19/2007BBX Capital Trust X
    
    03/26/2003
    
    
    55,620
    
    
    
    53,694
    
    
    LIBOR + 3.15%
    
    03/26/2033
    
    03/26/2008BBX Capital Trust XI
    
    04/10/2003
    
    
    11,029
    
    
    
    10,637
    
    
    LIBOR + 3.25%
    
    04/24/2033
    
    04/24/2008BBX Capital Trust XII
    
    03/27/2003
    
    
    16,546
    
    
    
    15,957
    
    
    LIBOR + 3.25%
    
    04/07/2033
    
    04/07/2008Total BankAtlantic Bancorp (2)
    
    
    
    
    322,385
    
    
    
    308,334Purchase accounting adjustment
    
    
    
    
    (56,696
    )
    
    
    (57,002
    )Total Junior Subordinated Debentures
    
    
    
    $
    461,568
    
    
    
    447,211
 
 (1)
    
    LIBOR interest rates are indexed to three-month LIBOR and adjust quarterly.(2)
    
    Included in the outstanding balances at December 31, 2010 and 2009 was $28.2 million and $14.1 million, respectively, 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. As
of December 31, 2010, BankAtlantic Bancorp had deferred interest payments for 8 consecutive quarters. BankAtlantic Bancorp may end the
deferral by paying all accrued and unpaid interest.  Woodbridge Junior Subordinated Debentures
  227




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  Bluegreen Junior Subordinated Debentures
  BankAtlantic Bancorp Junior Subordinated Debentures
  228




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  BankAtlantic Bancorp Indentures
  24. Development Bonds Payable
    229




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
 25. Income Taxes
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Continuing operations:Current:Federal
    
    $
    (2,267
    )
    
    

    (67,213
    )
    
    
    (2,880
    )State
    
    
    2,006
    
    
    
    
    
    
    
    (1
    )(261
    )
    
    
    (67,213
    )
    
    
    (2,881
    )Deferred:Federal
    
    
    2,965
    
    
    
    369
    
    
    
    14,308State
    
    
    (2,599
    )
    
    
    (1,318
    )
    
    
    4,336366
    
    
    
    (1,687
    )
    
    
    18,644Provision (benefit)
for income taxes
    
    $
    105
    
    
    
    (68,900
    )
    
    
    15,763
  For the Years Ended December 31,2010(1)
    
    
    2009 (1)
    
    
    2008 (1)Income tax provision at expected
federal income tax rate of 35%
    
    $
    (63,716
    )
    
    
    (35.00
    )%
    
    $
    (52,605
    )
    
    
    (35.00
    )%
    
    $
    (116,283
    )
    
    
    (35.00
    )%Increase (decrease) resulting from:Provision (benefit) for state taxes,
net of federal effect
    
    
    (3,419
    )
    
    
    (1.88
    )
    
    
    (13,760
    )
    
    
    (9.15
    )
    
    
    (11,975
    )
    
    
    (3.60
    )Taxes related to subsidiaries not
consolidated for income tax purposes
    
    
    (3,496
    )
    
    
    (1.92
    )
    
    
    2,100
    
    
    
    1.40
    
    
    
    (43,000
    )
    
    
    (12.94
    )Gain on bargain purchase of Bluegreen
    
    
    
    
    
    
    
    
    
    
    (63,997
    )
    
    
    (42.58
    )
    
    
    
    
    
    
    Increase in valuation allowance
    
    
    67,215
    
    
    
    36.92
    
    
    
    44,861
    
    
    
    29.85
    
    
    
    190,516
    
    
    
    57.34Expired NOLs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,281
    
    
    
    0.39Gain on Levitt and Sons settlement
    
    
    4,031
    
    
    
    2.21
    
    
    
    10,182
    
    
    
    6.77
    
    
    
    (20,981
    )
    
    
    (6.32
    )Goodwill impairment adjustment
    
    
    
    
    
    
    
    
    
    
    4,361
    
    
    
    2.90
    
    
    
    16,899
    
    
    
    5.09Tax credits
    
    
    127
    
    
    
    0.07
    
    
    
    

    
    
    
    

    
    
    
    
    
    
    
    Tax-exempt interest income
    
    
    (160
    )
    
    
    (0.09
    )
    
    
    (3
    )
    
    
    (0.00
    )
    
    
    (152
    )
    
    
    (0.05
    )Other  net
    
    
    (477
    )
    
    
    (0.26
    )
    
    
    (39
    )
    
    
    (0.03
    )
    
    
    (542
    )
    
    
    (0.16
    )Provision (benefit)  for income taxes
    
    $
    105
    
    
    
    0.06
    %
    
    $
    (68,900
    )
    
    
    (45.84
    )%
    
    $
    15,763
    
    
    
    4.74
    %
 
 (1)
    
    Expected tax is computed based upon income (loss) from continuing operations before
noncontrolling interest. 230




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  December 31,2010
    
    
    2009
    
    
    2008Deferred tax assets:Allowance for loan losses, REO, tax certificate losses and
write-downs for financial statement purposes
    
    $
    82,076
    
    
    
    66,846
    
    
    
    49,642Federal and State NOL and tax credit carryforward
    
    
    394,100
    
    
    
    284,784
    
    
    
    141,113Capital loss carryover
    
    
    2,978
    
    
    
    2,978
    
    
    
    Investment in Levitt and Sons
    
    
    
    
    
    
    33,082
    
    
    
    46,393Compensation expensed for books and deferred for tax purposes
    
    
    4
    
    
    
    194
    
    
    
    779Real estate inventory capitalized costs for tax purposes
in excess of amounts capitalized for financial statement purposes
    
    
    4,979
    
    
    
    82,479
    
    
    
    2,398Real estate valuation
    
    
    90,936
    
    
    
    49,259
    
    
    
    1,295Accumulated other comprehensive loss, net
    
    
    1,278
    
    
    
    2,409
    
    
    
    2,906Share based compensation
    
    
    10,861
    
    
    
    9,164
    
    
    
    3,982Income recognized for tax purposes and
deferred for financial statement purposes
    
    
    6,846
    
    
    
    10,334
    
    
    
    7,510Investment in securities
    
    
    
    
    
    
    825
    
    
    
    5,965Investment in unconsolidated affiliates
    
    
    828
    
    
    
    828
    
    
    
    11,135Property and equipment
    
    
    4,535
    
    
    
    2,731
    
    
    
    Purchase accounting adjustments for bank acquisitions
    
    
    507
    
    
    
    
    
    
    
    Other
    
    
    19,176
    
    
    
    21,368
    
    
    
    9,143Total gross deferred tax assets
    
    
    619,104
    
    
    
    567,281
    
    
    
    282,261Valuation allowance
    
    
    (384,818
    )
    
    
    (318,306
    )
    
    
    (272,765
    )Total deferred tax assets
    
    
    234,287
    
    
    
    248,975
    
    
    
    9,496Deferred tax liabilities:Installment sales treatment of notes
    
    
    213,153
    
    
    
    224,941
    
    
    
    Intangible assets
    
    
    24,593
    
    
    
    23,355
    
    
    
    Junior subordinate notes
    
    
    21,869
    
    
    
    20,979
    
    
    
    Deferred loan income
    
    
    1,674
    
    
    
    1,188
    
    
    
    1,468Prepaid pension expense
    
    
    1,630
    
    
    
    1,852
    
    
    
    2,625Property and equipment
    
    
    
    
    
    
    
    
    
    
    3,073Other
    
    
    31
    
    
    
    1,865
    
    
    
    2,330Total gross deferred tax liabilities
    
    
    262,950
    
    
    
    274,180
    
    
    
    9,496Net deferred tax (liability) asset
    
    
    (28,663
    )
    
    
    (25,205
    )
    
    
    Less net deferred tax liability at beginning of period
    
    
    25,205
    
    
    
    
    
    
    
    (16,331
    )Net deferred tax liability acquired due to purchase accounting
    
    
    
    
    
    
    
    
    
    
    (39
    )Acquisition of Bluegreen
    
    
    
    
    
    
    24,029
    
    
    
    Effect of a change in accounting principle
    
    
    
    
    
    
    86
    
    
    
    Adoption of ASU 2009-16 and 17
    
    
    1,781
    
    
    
    
    
    
    
    Increase in deferred tax liability from capital transactions
    
    
    
    
    
    
    
    
    
    
    2,011Reduction in deferred tax valuation allowance
for continuing operations
    
    
    1,311
    
    
    
    2,777
    
    
    
    Decrease in BFCs accumulated other comprehensive income
    
    
    
    
    
    
    
    
    
    
    (981
    )Decrease in BankAtlantic Bancorps accumulated
other comprehensive income
    
    
    
    
    
    
    
    
    
    
    (3,304
    )Benefit (provision) for deferred income taxes
    
    $
    (366
    )
    
    
    1,687
    
    
    
    (18,644
    )
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    318,306
    
    
    
    272,765
    
    
    
    84,028Other comprehensive income (loss)
    
    
    841
    
    
    
    792
    
    
    
    (2,538
    )Increase in deferred tax valuation allowance
    
    
    67,215
    
    
    
    44,861
    
    
    
    190,516Increase in deferred tax valuation
allowance-discontinued operations
    
    
    (951
    )
    
    
    6,030
    
    
    
    Acquisition of control of Bluegreen
    
    
    
    
    
    
    (4,704
    )
    
    
    Increase in deferred tax allowance  paid in capital
    
    
    (593
    )
    
    
    (1,438
    )
    
    
    759Balance, end of period
    
    $
    384,818
    
    
    
    318,306
    
    
    
    272,765
 231




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
     232




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Balance as of beginning of period
    
    $
    2,583
    
    
    
    2,571
    
    
    
    2,559Additions based on tax positions related to
current year
    
    
    
    
    
    
    84
    
    
    
    542Additions based on tax positions related to
prior year
    
    
    
    
    
    
    
    
    
    
    74Lapse of Statute of Limitations
    
    
    
    
    
    
    
    
    
    
    (575
    )Reductions of tax positions for prior years
    
    
    
    
    
    
    (72
    )
    
    
    (29
    )Balance as of end of period
    
    $
    2,583
    
    
    
    2,583
    
    
    
    2,571
     233




---



##### Table of Contents



BFC Financial Corporation 
Notes to Consolidated Financial Statements
          234




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 26. Restructuring Charges, Impairments and Exit Activities
  Severance
    
    
    Contract and Lease
    
    
    IndependentRelated and Benefits
    
    
    Termination
    
    
    ContractorLiability
    
    
    Liabilities
    
    
    Agreements
    
    
    Surety Bond Accrual
    
    
    TotalBalance at December 31, 2007
    
    $
    2,056
    
    
    
    2,000
    
    
    
    1,421
    
    
    
    1,826
    
    
    
    7,303Expenses incurred
    
    
    4,409
    
    
    
    2,525
    
    
    
    
    
    
    
    (150
    )
    
    
    6,784Amounts paid or amortized
    
    
    (6,165
    )
    
    
    (2,359
    )
    
    
    (824
    )
    
    
    (532
    )
    
    
    (9,880
    )Balance at December 31, 2008
    
    
    300
    
    
    
    2,166
    
    
    
    597
    
    
    
    1,144
    
    
    
    4,207Bluegreen Balance at
November 16, 2009
    
    
    
    
    
    
    2,099
    
    
    
    
    
    
    
    
    
    
    
    2,099Expenses incurred
    
    
    3,424
    
    
    
    2,376
    
    
    
    43
    
    
    
    (269
    )
    
    
    5,574Amounts paid or amortized
    
    
    (2,600
    )
    
    
    (996
    )
    
    
    (640
    )
    
    
    (348
    )
    
    
    (4,584
    )Balance at December 31, 2009
    
    
    1,124
    
    
    
    5,645
    
    
    
    
    
    
    
    527
    
    
    
    7,296Expenses incurred
    
    
    4,834
    
    
    
    3,705
    
    
    
    
    
    
    
    
    
    
    
    8,539Amounts paid or amortized
    
    
    (3,039
    )
    
    
    (2,710
    )
    
    
    
    
    
    
    (37
    )
    
    
    (5,786
    )Balance at December 31, 2010
    
    $
    2,919
    
    
    
    6,640
    
    
    
    
    
    
    
    490
    
    
    
    10,049
 Employee Termination Benefits
   Contract and Lease Termination
  235




---



##### Table of Contents



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,
    
    Amount2011
    
    $
    18,2862012
    
    
    15,6152013
    
    
    12,5422014
    
    
    10,8522015
    
    
    10,090Thereafter
    
    
    87,112Total
    
    $
    154,496
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Rental expense for premises and equipment
    
    $
    22,466
    
    
    $
    14,388
    
    
    $
    14,407
 236




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BFC
     Woodbridge
  237




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
    Bluegreen
  238




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  BankAtlantic Bancorp
   As of December 31,2010
    
    
    2009Commitments to sell fixed rate residential loans
    
    $
    14,408
    
    
    $
    23,255Commitments to originate loans held for sale
    
    
    12,571
    
    
    
    18,708Commitments to originate loans held to maturity
    
    
    10,693
    
    
    
    43,842Commitments to purchase residential loans
    
    
    2,590
    
    
    
    Commitments to extend credit, including the
undisbursed portion of loans in process
    
    
    357,730
    
    
    
    396,627Standby letters of credit
    
    
    9,804
    
    
    
    13,573Commercial lines of credit
    
    
    77,144
    
    
    
    74,841
    239




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
         240




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Class action securities litigation
   Class Action Overdraft Processing Litigation
  Office of Thrift Supervision Overdraft Processing Investigation
  Securities and Exchange Commission Investigation
  241




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 28. Stock Option Plans
 BFC
      242




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Weighted AverageFor the Year EndedDecember 31,Employees
    
    2009Expected volatility
    
    
    87.11
    %Expected dividends
    
    
    
    %Expected term (in years)
    
    
    2.97Average risk-free interest rate
    
    
    1.50
    %Option value
    
    $
    0.21
 Weighted AverageFor the Year EndedDecember 31,Non-Employee Directors
    
    2009
    
    
    2008Expected volatility
    
    
    81.83
    %
    
    
    50.81
    %Expected dividends
    
    
    
    %
    
    
    
    %Expected term (in years)
    
    
    3.37
    
    
    
    5.00Average risk-free interest rate
    
    
    1.73
    %
    
    
    3.35
    %Option value
    
    $
    0.22
    
    
    $
    0.40
  Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Contractual Term
    
    
    Value ($000)Outstanding 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
    
    
    $
    Exercised
    
    
    (5,500
    )
    
    
    0.41
    
    
    
    
    
    
    
    4Forfeited
    
    
    (13,017
    )
    
    
    0.41Expired
    
    
    (20,290
    )
    
    
    0.41Granted
    
    
    
    
    
    
    0.41Outstanding at December 31, 2010
    
    
    2,492,176
    
    
    $
    0.41
    
    
    
    4.24
    
    
    $
    Exercisable at December 31, 2010
    
    
    1,514,741
    
    
    $
    0.41
    
    
    
    3.96
    
    
    $
    Available for grant at December
31, 2010
    
    
    4,118,013
 
 (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.  243




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
    WeightedUnvested
    
    
    AverageRestricted
    
    
    Grant DateStock
    
    
    Fair ValueOutstanding 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
    
    
    
    
    
    $
    Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at December 31, 2010
    
    
    
    
    
    $
    
   Woodbridge Restricted Stock and Stock Option Plan Prior to the Merger
   244




---



##### Table of Contents



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, 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 endedDecember 31, 2008Expected volatility
    
    
    65.47
    %Expected dividend yield
    
    
    0.00
    %Risk-free interest rate
    
    
    4.16
    %Expected life
    
    5 yearsForfeiture rate  executives
    
    
    5
    %Forfeiture rate  non-executives
    
    
    
   245




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Bluegreen
    Weighted AverageRemaining
    
    
    UnrecognizedAs of December 31, 2010
    
    Recognition Period
    
    
    Compensation(in years)
    
    
    (000s)Stock Option Awards
    
    
    1.9
    
    
    $
    1,873Restricted Stock Awards
    
    
    2.2
    
    
    $
    4,687
 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
  246




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  WeightedAverageExercise
    
    
    Number of
    
    
    AggregateOutstanding
    
    
    Price Per
    
    
    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
    
    
    $
    7Granted
    
    
    
    
    
    $
    Forfeited
    
    
    (78
    )
    
    
    12.88Expired
    
    
    
    
    
    $
    Exercised
    
    
    
    
    
    $
    Balance at December 31, 2010
    
    
    2,717
    
    
    $
    9.53
    
    
    
    1,310
    
    
    $
    91
   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
    
    
    $
    7.94Granted
    
    
    
    
    
    
    Vested
    
    
    (54
    )
    
    
    2.75Forfeited
    
    
    (45
    )
    
    
    8.28Unvested at December 31,
2010
    
    
    1,327
    
    
    $
    8.14
 247




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BankAtlantic Bancorp Restricted Stock and Stock Option Plan
 Stock Option PlansMaximum
    
    Shares
    
    Class of
    
    Vesting
    
    Type ofTerm
    
    Authorized (3)
    
    Stock
    
    Requirements
    
    Options (2)2001 Amended and Restated Stock
Option Plan (3)
    
    10 years
    
    
    783,778
    
    
    Class A
    
    
    (1
    )
    
    ISO, NQ2005 Restricted Stock and Option
Plan (BankAtlantic Bancorp
Plan) (4)
    
    10 years
    
    
    9,375,000
    
    
    Class A
    
    
    (1
    )
    
    ISO, NQ
 
 (1)
    
    Vesting is established by the BankAtlantic Bancorp Compensation Committee in
connection with each grant of options or restricted stock. All BankAtlantic Bancorp
directors stock options vest immediately.(2)
    
    ISO  Incentive Stock Option NQ  Non-qualifying Stock Option(3)
    
    In 2005, all shares remaining available for grant under the 2001 stock option plan
were canceled.(4)
    
    The BankAtlantic Bancorp Plan provides that up to 9,375,000 shares of BankAtlantic
Bancorp Class A common stock may be issued for restricted stock awards and upon the
exercise of options granted under the Plan. The BankAtlantic Bancorp Plan was amended in
May 2009 to increase the allowable shares issuable from 1,200,000 to 9,375,000.    Weighted Average2008Volatility
    
    
    46.09
    %Expected dividends
    
    
    1.03
    %Expected term (in years)
    
    
    5.00Risk-free rate
    
    
    3.29
    %
 248




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Weighted
    
    
    WeightedClass A
    
    
    Average
    
    
    Average
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Contractual Term
    
    
    Value ($000)Outstanding 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
    
    
    
    5.2Exercised
    
    
    Forfeited
    
    
    (156,191
    )
    
    
    61.34Expired
    
    
    (42,287
    )
    
    
    42.43Granted
    
    
    Outstanding at December 31, 2010
    
    
    581,741
    
    
    
    53.69
    
    
    
    3.7
    
    
    $
    Exercisable at December 31, 2010
    
    
    489,872
    
    
    
    52.48
    
    
    
    3.3
    
    
    $
    Available for grant at December
31, 2010
    
    
    7,514,493
    249




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Class A
    
    
    WeightedNon-vested
    
    
    AverageRestricted
    
    
    Grant DateStock
    
    
    Fair ValueOutstanding 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
    
    
    
    42.11Vested
    
    
    (9,900
    )
    
    
    38.52Forfeited
    
    
    (116,000
    )
    
    
    1.82Granted
    
    
    1,675,000
    
    
    
    1.24Outstanding at December
31, 2010
    
    
    1,568,900
    
    
    $
    1.48
   29. Employee Benefit Plans and Incentive Compensation Program
 BFC and Woodbridge
 Defined Contribution 401(k) Plan
   250




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BFC Deferred Retirement Agreement
  Incentive Compensation Program
  Bluegreen
   BankAtlantic Bancorp
 Defined Benefit Pension Plan :
  251




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  As of December 31,2010
    
    
    2009Change in benefit obligationBenefit obligation at the beginning of the year
    
    $
    31,375
    
    
    
    31,150Interest cost
    
    
    1,838
    
    
    
    1,832Actuarial loss (gains)
    
    
    1,956
    
    
    
    (510
    )Benefits paid
    
    
    (1,194
    )
    
    
    (1,097
    )Projected benefit obligation at end of year
    
    
    33,975
    
    
    
    31,375Change in plan assetsFair value of Plan assets at the beginning of year
    
    
    21,946
    
    
    
    17,921Actual return on Plan assets
    
    
    2,737
    
    
    
    5,122Employer contribution
    
    
    781
    
    
    
    Benefits paid
    
    
    (1,194
    )
    
    
    (1,097
    )Fair value of Plan assets as of actuarial date
    
    
    24,270
    
    
    
    21,946Funded status at end of year
    
    $
    (9,705
    )
    
    
    (9,429
    )
   As of December 31,2010
    
    
    2009
    
    
    2008Net comprehensive loss
    
    $
    15,852
    
    
    
    13,929
    
    
    
    19,690
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Change in comprehensive loss
    
    $
    1,923
    
    
    
    (5,761
    )
    
    
    15,775
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Interest cost on projected benefit obligation
    
    $
    1,838
    
    
    
    1,832
    
    
    
    1,719Expected return on plan assets
    
    
    (1,804
    )
    
    
    (1,475
    )
    
    
    (2,430
    )Amortization of unrecognized net gains and
losses
    
    
    1,322
    
    
    
    1,648
    
    
    
    463Net periodic pension (income) expense (1)
    
    $
    1,356
    
    
    
    2,005
    
    
    
    (248
    )
 
 (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. 252




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Weighted average discount rate used to
determine benefit obligation
    
    
    5.50
    %
    
    
    6.00
    %
    
    
    6.00Weighted average discount rate used to
to determine net periodic benefit cost
    
    
    5.50
    %
    
    
    6.00
    %
    
    
    6.00Rate of increase in future
compensation levels
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExpected long-term rate of return
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
    253




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Quoted PricesIn Active Marketsfor IdenticalAssetsAsset Category
    
    (Level 1)Cash
    
    $
    462Mutual Funds: (1)US Large Cap Growth
    
    
    1,152US Large Cap Value
    
    
    1,028US Large Cap Blend
    
    
    3,268US Mid-Cap Growth
    
    
    648US Mid-Cap Value
    
    
    1,273US Mid-Cap Blend
    
    
    982US Small Cap Blend
    
    
    250International Equity
    
    
    3,264Balanced
    
    
    11,334Common Stock (2)
    
    
    608Total pension assets
    
    $
    24,269
 
 (1)
    
    The Plan maintains diversified mutual funds in an attempt to diversify risks and
reduce volatility while achieving the targeted asset mix.(2)
    
    This category invests in aggressive growth common stocks.   PensionExpected Future Service
    
    Benefits2011
    
    $
    1,4962012
    
    
    1,5492013
    
    
    1,6062014
    
    
    1,6812015
    
    
    1,864Years 2016-2020
    
    
    10,247
 Defined Contribution401(k)Plan:
 The table below outlines the terms of the Security Plus 401(k) Plan and the associated
employer costs (dollars in thousands):
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Employee salary contribution
limit (1)
    
    $
    16.5
    
    
    
    16.5
    
    
    
    15.5Percentage of salary limitation
    
    
    %               75
    
    
    
    75
    
    
    
    75Total match contribution (2)
    
    $
    
    
    
    
    771
    
    
    
    2,551Vesting of employer match
    
    Immediate
    
    Immediate
    
    Immediate
 254




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 
 (1)
    
    For the years ended December 31, 2010, 2009 and 2008, employees over the age of 50 were
entitled to contribute $22,000, $22,000 and $20,500, 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. 2008 Expense Reduction Initiative
  30. Redeemable 5% Cumulative Preferred Stock
     255




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 31. Common Stock, Preferred Stock and Dividends
 Common Stock
     Preferred Stock
  Bylaw Amendments
  256




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Dividends
  32. Noncontrolling Interests
  December 31,2010
    
    
    2009As RevisedBankAtlantic Bancorp
    
    $
    7,823
    
    
    
    88,910Bluegreen
    
    
    44,362
    
    
    
    42,731Joint ventures
    
    
    26,071
    
    
    
    27,671$
    78,256
    
    
    
    159,312
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008As RevisedNoncontrolling interest 
Continuing OperationsBankAtlantic Bancorp
    
    $
    (85,821
    )
    
    
    (127,716
    )
    
    
    (161,416
    )Woodbridge
    
    
    
    
    
    
    6,008
    
    
    
    (113,593
    )Bluegreen
    
    
    1,776
    
    
    
    2,168
    
    
    
    Joint ventures
    
    
    7,980
    
    
    
    (3,002
    )
    
    
    12$
    (76,065
    )
    
    
    (122,542
    )
    
    
    (274,997
    )Noncontrolling interest 
Discontinued Operations:BankAtlantic Bancorp
    
    $
    (274
    )
    
    
    2,592
    
    
    
    12,144Woodbridge
    
    
    
    
    
    
    (661
    )
    
    
    2,286$
    (274
    )
    
    
    1,931
    
    
    
    14,430$
    (76,339
    )
    
    
    (120,611
    )
    
    
    (260,567
    )
 257




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 33. Fair Value Measurement
          258




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Fair Value Measurements UsingQuoted prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    112,042
    
    
    
    
    
    
    
    112,042
    
    
    
    REMICS
    
    
    68,841
    
    
    
    
    
    
    
    68,841
    
    
    
    Agency bonds
    
    
    60,143
    
    
    
    
    
    
    
    60,143
    
    
    
    Municipal bonds
    
    
    162,123
    
    
    
    
    
    
    
    162,123
    
    
    
    Taxable securities
    
    
    19,922
    
    
    
    
    
    
    
    19,922
    
    
    
    Foreign currency put options
    
    
    24
    
    
    
    24
    
    
    
    
    
    
    
    Benihana Convertible
Preferred Stock
    
    
    21,106
    
    
    
    
    
    
    
    
    
    
    
    21,106Other equity securities
    
    
    20,819
    
    
    
    20,819
    
    
    
    
    
    
    
    Total
    
    $
    465,020
    
    
    
    20,843
    
    
    
    423,071
    
    
    
    21,106
  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
  259




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  RetainedInterests in
    
    
    
    
    
    
    BenihanaNotes
    
    
    Other
    
    
    Convertible
    
    
    EquityReceivable Sold
    
    
    Bonds
    
    
    Preferred Stock
    
    
    Securities
    
    
    TotalBalance at December 31, 2008
    
    $
    
    
    
    
    250
    
    
    
    16,426
    
    
    
    1,588
    
    
    
    18,264Total gains and losses
(realized/unrealized)
    
    
    (2,910
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,910
    )Included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,588
    )
    
    
    (1,588
    )Included in other comprehensive
income (loss)
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    44,356Total gains and losses (realized/unrealized)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of change in
accounting principle (1)
    
    
    (26,340
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,340
    )Included in other comprehensive
income
    
    
    
    
    
    
    
    
    
    
    3,340
    
    
    
    
    
    
    
    3,340Purchases, issuances, and settlements
    
    
    
    
    
    
    (250
    )
    
    
    
    
    
    
    
    
    
    
    (250
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2010
    
    $
    
    
    
    
    
    
    
    
    21,106
    
    
    
    
    
    
    
    21,106
 
 (1)
    
    Retained interests in notes receivable sold was eliminated upon a change in
accounting principle. For further information see Note 5.      260




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for impairment using the
fair value of the underlying collateral
    
    $
    395,333
    
    
    
    
    
    
    
    
    
    
    
    395,333
    
    
    $
    146,521Impairment of real estate owned
    
    
    26,359
    
    
    
    
    
    
    
    
    
    
    
    26,359
    
    
    
    6,830Impairment of assets held for sale
    
    
    13,878
    
    
    
    
    
    
    
    
    
    
    
    13,878
    
    
    
    4,469Impairment of real estate inventory
    
    
    5,435
    
    
    
    
    
    
    
    
    
    
    
    5,435
    
    
    
    2,604Total
    
    $
    441,005
    
    
    
    
    
    
    
    
    
    
    
    441,005
    
    
    $
    160,424
 
 (1)
    
    Total impairments represents the amount of loss recognized during the year ended December 31,
2010 on assets that were measured at fair value as of December 31, 2010  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)
    
    
    Impairments (1)Loans 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 real estate inventory
    
    
    145,586
    
    
    
    
    
    
    
    
    
    
    
    145,586
    
    
    
    106,632Impaired properties and equipment
    
    
    14,260
    
    
    
    
    
    
    
    
    
    
    
    14,260
    
    
    
    6,450Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,542Investment in Bluegreen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,181Total
    
    $
    436,218
    
    
    
    
    
    
    
    
    
    
    
    436,218
    
    
    $
    348,122
 
 (1)
    
    Total impairments is defined as the amount of loss recognized during the year on assets that
were measured at fair value as of the end of the year. Loans Measured for Impairment
  261




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Impairment of Real Estate, Assets Held for Sale and Properties and Equipment
  Impaired Goodwill
  262




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Financial Disclosures about Fair Value of Financial Instruments
  December 31, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    Value(As Revised)Financial assets:Cash and cash equivalents
    
    $
    178,868
    
    
    
    178,868
    
    
    
    189,728
    
    
    
    189,728Interest bearing deposits in other banks
    
    
    455,538
    
    
    
    455,538
    
    
    
    126,352
    
    
    
    126,352Restricted cash
    
    
    62,249
    
    
    
    62,249
    
    
    
    24,020
    
    
    
    24,020Securities available for sale
    
    
    465,020
    
    
    
    465,020
    
    
    
    346,375
    
    
    
    346,375Investment securities
    
    
    2,033
    
    
    
    2,033
    
    
    
    9,654
    
    
    
    9,654Tax certificates
    
    
    89,789
    
    
    
    90,738
    
    
    
    110,991
    
    
    
    112,472Federal Home Loan Bank stock
    
    
    43,557
    
    
    
    43,557
    
    
    
    48,751
    
    
    
    48,751Retained interest in notes receivable sold
    
    
    
    
    
    
    
    
    
    
    26,340
    
    
    
    26,340Loans receivable including loans held for sale, net
    
    
    3,039,486
    
    
    
    2,689,890
    
    
    
    3,683,441
    
    
    
    3,381,796Notes receivable
    
    
    574,969
    
    
    
    623,000
    
    
    
    279,645
    
    
    
    279,645Financial liabilities:Deposits
    
    $
    3,891,190
    
    
    
    3,893,807
    
    
    
    3,948,818
    
    
    
    3,950,840Advances from FHLB
    
    
    170,000
    
    
    
    170,038
    
    
    
    282,012
    
    
    
    282,912Securities sold under agreements to repurchase
and other short term borrowings
    
    
    22,764
    
    
    
    22,764
    
    
    
    27,271
    
    
    
    27,271Receivable-backed notes payable
    
    
    569,214
    
    
    
    560,728
    
    
    
    237,416
    
    
    
    237,416Notes and mortgage notes payable and other borrowings
    
    
    239,571
    
    
    
    224,866
    
    
    
    395,361
    
    
    
    392,047Mortgage payables and liabilities associated with
assets held for sale
    
    
    
    
    
    
    
    
    
    
    74,749
    
    
    
    74,749Junior subordinated debentures
    
    
    461,568
    
    
    
    220,080
    
    
    
    447,211
    
    
    
    170,598
       263




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
           264




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Derivatives
     34. Segment Reporting
     265




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   BFC Activities
  Real Estate Operations
  Bluegreen Resorts
  Bluegreen Communities
  BankAtlantic
  BankAtlantic Bancorp Parent Company
  266




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2010
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    2,739
    
    
    
    166,624
    
    
    
    12,003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    181,366Other resorts and
communities operations revenue
    
    
    
    
    
    
    
    
    
    
    65,979
    
    
    
    1,696
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,675Other revenues
    
    
    1,781
    
    
    
    1,397
    
    
    
    52,966
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (318
    )
    
    
    55,826Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,025
    
    
    
    300
    
    
    
    96,023
    
    
    
    272,348Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105,762
    
    
    
    1,257
    
    
    
    (1,558
    )
    
    
    105,461Total revenues
    
    
    1,781
    
    
    
    4,136
    
    
    
    285,569
    
    
    
    13,699
    
    
    
    281,787
    
    
    
    1,557
    
    
    
    94,147
    
    
    
    682,676Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    23,232
    
    
    
    19,862
    
    
    
    23,552
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,646Cost of sale of other resorts
and communities operations
    
    
    
    
    
    
    
    
    
    
    46,863
    
    
    
    3,514
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,377Interest expense
    
    
    6,264
    
    
    
    12,745
    
    
    
    
    
    
    
    
    
    
    
    24,691
    
    
    
    14,872
    
    
    
    66,095
    
    
    
    124,667Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138,825
    
    
    
    5,536
    
    
    
    
    
    
    
    144,361Selling, general and administrative
    
    
    25,602
    
    
    
    9,481
    
    
    
    155,111
    
    
    
    13,523
    
    
    
    
    
    
    
    
    
    
    
    42,148
    
    
    
    245,865Other expenses
    
    
    
    
    
    
    3,889
    
    
    
    
    
    
    
    
    
    
    
    236,315
    
    
    
    9,043
    
    
    
    (2,528
    )
    
    
    246,719Total costs and expenses
    
    
    31,866
    
    
    
    49,347
    
    
    
    221,836
    
    
    
    40,589
    
    
    
    399,831
    
    
    
    29,451
    
    
    
    105,715
    
    
    
    878,635Loss on settlement of investment in
Woodbridges subsidiary
    
    
    (977
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (977
    )Gain on extinguishment of debt
    
    
    
    
    
    
    13,049
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,049Equity in earnings from unconsolidated
affiliates
    
    
    (2,045
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,054
    
    
    
    140
    
    
    
    (851
    )Other income
    
    
    6,481
    
    
    
    892
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,682
    )
    
    
    2,691(Loss) income from continuing
operations before income taxes
    
    
    (26,626
    )
    
    
    (31,270
    )
    
    
    63,733
    
    
    
    (26,890
    )
    
    
    (118,044
    )
    
    
    (26,840
    )
    
    
    (16,110
    )
    
    
    (182,047
    )Less: Provision (benefit) for income taxes
    
    
    (7,097
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,134
    )
    
    
    
    
    
    
    9,336
    
    
    
    105(Loss) income from continuing operations
    
    
    (19,529
    )
    
    
    (31,270
    )
    
    
    63,733
    
    
    
    (26,890
    )
    
    
    (115,910
    )
    
    
    (26,840
    )
    
    
    (25,446
    )
    
    
    (182,152
    )Income (loss) from discontinued
operations
    
    
    
    
    
    
    2,465
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    1,965Net (loss) income
    
    $
    (19,529
    )
    
    
    (28,805
    )
    
    
    63,733
    
    
    
    (26,890
    )
    
    
    (115,910
    )
    
    
    (27,340
    )
    
    
    (25,446
    )
    
    
    (180,187
    )Less: Net loss attributable
to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76,339
    )
    
    
    (76,339
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    50,893
    
    
    
    (103,848
    )Total assets
    
    $
    95,035
    
    
    
    37,937
    
    
    
    864,904
    
    
    
    89,827
    
    
    
    4,469,168
    
    
    
    338,358
    
    
    
    (82,163
    )
    
    
    5,813,066
 267




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    SegmentActivities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    Total2009
    
    (As Revised)
    
    
    
    
    
    
    (As Revised)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (As Revised)Revenues:Sales of real estate
    
    $
    
    
    
    
    6,605
    
    
    
    17,622
    
    
    
    3,139
    
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    27,406Other resorts and
communities operations revenue
    
    
    
    
    
    
    
    
    
    
    5,239
    
    
    
    593
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,832Other revenues
    
    
    1,296
    
    
    
    2,312
    
    
    
    5,354
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (103
    )
    
    
    8,859Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    223,048
    
    
    
    573
    
    
    
    14,323
    
    
    
    237,944Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,813
    
    
    
    1,077
    
    
    
    (1,565
    )
    
    
    128,325Total revenues
    
    
    1,296
    
    
    
    8,917
    
    
    
    28,215
    
    
    
    3,732
    
    
    
    351,861
    
    
    
    1,650
    
    
    
    12,695
    
    
    
    408,366Costs and Expenses:Cost of sale of real estate
    
    
    7,749
    
    
    
    82,105
    
    
    
    3,118
    
    
    
    1,788
    
    
    
    
    
    
    
    
    
    
    
    13,901
    
    
    
    108,661Cost of sale of other resorts and
communities operations
    
    
    
    
    
    
    
    
    
    
    3,538
    
    
    
    1,480
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,018Interest expense
    
    
    6,511
    
    
    
    6,293
    
    
    
    
    
    
    
    
    
    
    
    59,724
    
    
    
    15,535
    
    
    
    4,920
    
    
    
    92,983Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214,244
    
    
    
    18,414
    
    
    
    
    
    
    
    232,658Impairment of goodwill
    
    
    2,001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,001Selling, general and administrative
    
    
    30,388
    
    
    
    16,451
    
    
    
    15,775
    
    
    
    3,738
    
    
    
    
    
    
    
    
    
    
    
    683
    
    
    
    67,035Other expenses
    
    
    
    
    
    
    5,433
    
    
    
    
    
    
    
    
    
    
    
    258,799
    
    
    
    9,000
    
    
    
    (826
    )
    
    
    272,406Total costs and expenses
    
    
    46,649
    
    
    
    110,282
    
    
    
    22,431
    
    
    
    7,006
    
    
    
    532,767
    
    
    
    42,949
    
    
    
    18,678
    
    
    
    780,762Gain on bargain purchase of Bluegreen
    
    
    182,849
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    182,849Gain on settlement of investment in
Woodbridges subsidiary
    
    
    16,296
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,383
    
    
    
    29,679Equity in earnings from unconsolidated
affiliates
    
    
    32,276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    479
    
    
    
    487
    
    
    
    139
    
    
    
    33,381Impairment of unconsolidated affiliates
    
    
    (31,181
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,181
    )Impairment of investments
    
    
    (2,396
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Investment gains
    
    
    6,654
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,654Other income
    
    
    5,775
    
    
    
    526
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,192
    )
    
    
    3,109Income (loss) from continuing
operations before income taxes
    
    
    164,920
    
    
    
    (100,839
    )
    
    
    5,784
    
    
    
    (3,274
    )
    
    
    (180,427
    )
    
    
    (40,812
    )
    
    
    4,347
    
    
    
    (150,301
    )Less: Benefit for income taxes
    
    
    (35,503
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,719
    )
    
    
    
    
    
    
    (1,678
    )
    
    
    (68,900
    )Income (loss) from continuing operations
    
    
    200,423
    
    
    
    (100,839
    )
    
    
    5,784
    
    
    
    (3,274
    )
    
    
    (148,708
    )
    
    
    (40,812
    )
    
    
    6,025
    
    
    
    (81,401
    )(Loss) income from discontinued
operations
    
    
    
    
    
    
    (15,632
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,701
    
    
    
    
    
    
    
    (11,931
    )Net income (loss)
    
    $
    200,423
    
    
    
    (116,471
    )
    
    
    5,784
    
    
    
    (3,274
    )
    
    
    (148,708
    )
    
    
    (37,111
    )
    
    
    6,025
    
    
    
    (93,332
    )Less: Net loss attributable
to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (120,611
    )
    
    
    (120,611
    )Net income attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    126,636
    
    
    
    27,279Total assets (As Revised)
    
    $
    122,070
    
    
    
    257,390
    
    
    
    546,282
    
    
    
    110,997
    
    
    
    4,755,122
    
    
    
    456,860
    
    
    
    (206,620
    )
    
    
    6,042,101
 268




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2008
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    13,752
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    13,837Other resorts and communities operations revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other revenues
    
    
    
    
    
    
    3,033
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,033Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    313,285
    
    
    
    1,445
    
    
    
    (192
    )
    
    
    314,538Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,800
    
    
    
    670
    
    
    
    (1,437
    )
    
    
    135,033Total revenues
    
    
    
    
    
    
    16,785
    
    
    
    
    
    
    
    
    
    
    
    449,085
    
    
    
    2,115
    
    
    
    (1,544
    )
    
    
    466,441Costs and Expenses:Cost of sale of real estate
    
    
    59
    
    
    
    22,724
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,945
    )
    
    
    12,838Cost of sale of other resorts and communities operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expense
    
    
    7,641
    
    
    
    2,075
    
    
    
    
    
    
    
    
    
    
    
    119,637
    
    
    
    21,262
    
    
    
    (1,682
    )
    
    
    148,933Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,383
    
    
    
    24,418
    
    
    
    
    
    
    
    159,801Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Selling, 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 in earnings from unconsolidated affiliates
    
    
    8,844
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,508
    
    
    
    601
    
    
    
    4,111
    
    
    
    15,064Impairment of unconsolidated affiliates
    
    
    (96,579
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (96,579
    )Impairment of investments
    
    
    (15,548
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,548
    )Investment gains
    
    
    2,076
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,076Other income
    
    
    8,970
    
    
    
    3,341
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,561
    )
    
    
    7,750Loss from continuing operations before income taxes
    
    
    (136,823
    )
    
    
    (25,321
    )
    
    
    
    
    
    
    
    
    
    
    (135,050
    )
    
    
    (51,705
    )
    
    
    16,663
    
    
    
    (332,236
    )Less: (Benefit) provision 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
    )Income from discontinued operations
    
    
    
    
    
    
    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
 269




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 35. Regulatory Matters
 Bluegreen
    BankAtlantic Bancorp and BFC
     270




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
     Bank OrderPCA Defined
    
    
    CapitalActual
    
    
    Well Capitalized
    
    
    RequirementsAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioAs of December 31, 2010Total risk-based capital
    
    $
    334,601
    
    
    
    11.72
    %
    
    $
    285,541
    
    
    
    10.00
    %
    
    $
    399,758
    
    
    
    14.00
    %Tier I risk-based capital
    
    $
    276,362
    
    
    
    9.68
    %
    
    $
    171,325
    
    
    
    6.00
    %
    
    $
    171,325
    
    
    
    6.00
    %Tangible capital
    
    $
    276,362
    
    
    
    6.22
    %
    
    $
    66,672
    
    
    
    1.50
    %
    
    $
    66,672
    
    
    
    1.50
    %Core capital
    
    $
    276,362
    
    
    
    6.22
    %
    
    $
    222,240
    
    
    
    5.00
    %
    
    $
    355,584
    
    
    
    8.00
    %As of December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    $
    336,466
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    357,660
    
    
    
    10.63
    %
    
    $
    201,880
    
    
    
    6.00
    %Tangible capital
    
    $
    357,660
    
    
    
    7.58
    %
    
    $
    70,814
    
    
    
    1.50
    %Core capital
    
    $
    357,660
    
    
    
    7.58
    %
    
    $
    236,046
    
    
    
    5.00
    %
 271




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 36. Parent Company Financial Information
  PARENT COMPANY CONDENSED STATEMENTS OF FINANCIAL CONDITION  (In thousands)
 December 31,2010
    
    
    2009(As Revised)ASSETSCash and cash equivalents
    
    $
    4,958
    
    
    
    1,308Securities available for sale
    
    
    38,829
    
    
    
    18,981Investment in Woodbridge Holdings, LLC
    
    
    115,999
    
    
    
    197,288Investment in BankAtlantic Bancorp, Inc.
    
    
    2,377
    
    
    
    47,555Investment in and advances in other subsidiaries
    
    
    113
    
    
    
    2,376Notes receivable due from Woodbridge Holdings,
LLC
    
    
    2,012
    
    
    
    Other assets
    
    
    1,444
    
    
    
    1,121Total assets
    
    $
    165,732
    
    
    
    268,629LIABILITIES AND EQUITYAdvances from wholly owned subsidiaries
    
    $
    942
    
    
    
    818Other liabilities
    
    
    10,889
    
    
    
    11,699Total liabilities
    
    
    11,831
    
    
    
    12,517Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    142,872
    
    
    
    245,083Total liabilities and Equity
    
    $
    165,732
    
    
    
    268,629
 272




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 PARENT COMPANY CONDENSED STATEMENTS OF OPERATIONS
(In thousands)
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(As Revised)Revenues
    
    $
    2,018
    
    
    
    1,202
    
    
    
    2,489Expenses
    
    
    8,586
    
    
    
    8,567
    
    
    
    11,405(Loss) before earnings from subsidiaries
    
    
    (6,568
    )
    
    
    (7,365
    )
    
    
    (8,916
    )Equity in (loss) earnings from Woodbridge Holdings, LLC
    
    
    (39,368
    )
    
    
    106,351
    
    
    
    (22,758
    )Equity in loss in BankAtlantic Bancorp
    
    
    (59,100
    )
    
    
    (57,895
    )
    
    
    (56,230
    )Equity in (loss) earnings from other subsidiaries
    
    
    (2,361
    )
    
    
    (467
    )
    
    
    15(Loss) income before income taxes
    
    
    (107,397
    )
    
    
    40,624
    
    
    
    (87,889
    )Benefit for income taxes
    
    
    (1,310
    )
    
    
    (517
    )
    
    
    (14,887
    )(Loss) income from continuing operations
    
    
    (106,087
    )
    
    
    41,141
    
    
    
    (73,002
    )Income (loss) from discontinued operations
    
    
    2,239
    
    
    
    (13,862
    )
    
    
    4,958Extraordinary gain, net of tax
    
    
    
    
    
    
    
    
    
    
    9,145Net (loss) income
    
    
    (103,848
    )
    
    
    27,279
    
    
    
    (58,899
    )5% Preferred Stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net (loss) income allocable to common stock
    
    $
    (104,598
    )
    
    
    26,529
    
    
    
    (59,649
    )
 PARENT COMPANY STATEMENTS OF CASH FLOWS  (In thousands)
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(As Revised)Operating Activities:Net cash used in operating activities
    
    $
    (9,161
    )
    
    
    (6,245
    )
    
    
    (5,508
    )Investing Activities:Proceeds from the sale of securities available for sale
    
    
    2,527
    
    
    
    
    
    
    
    834Proceeds from maturities of securities available for sale
    
    
    38,068
    
    
    
    
    
    
    
    Distribution from subsidiaries
    
    
    45,085
    
    
    
    30,084
    
    
    
    633Additions to property and equipment
    
    
    (65
    )
    
    
    
    
    
    
    (11
    )Purchase of securities
    
    
    (57,056
    )
    
    
    (1,111
    )
    
    
    Acquisition of BankAtlantic Bancorp Class A shares
    
    
    (15,000
    )
    
    
    (29,888
    )
    
    
    (3,925
    )Net cash provided by (used in) investing activities
    
    
    13,559
    
    
    
    (915
    )
    
    
    (2,469
    )Financing Activities:Proceeds from issuance of Common Stock
upon exercise of stock option
    
    
    2
    
    
    
    
    
    
    
    Purchase and retirement of the Companys Class A common stock
    
    
    
    
    
    
    
    
    
    
    (54
    )Preferred stock dividends paid
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )Net cash used in financing activities
    
    
    (748
    )
    
    
    (750
    )
    
    
    (804
    )Increase (decrease) in cash and cash equivalents
    
    
    3,650
    
    
    
    (7,910
    )
    
    
    (8,781
    )Cash at beginning of period
    
    
    1,308
    
    
    
    9,218
    
    
    
    17,999Cash at end of period
    
    $
    4,958
    
    
    
    1,308
    
    
    
    9,218Supplementary 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 in shareholders equity from the effect of subsidiaries
capital transactions, net of income taxes
    
    
    1,760
    
    
    
    8,332
    
    
    
    2,398(Decrease) increase in accumulated
other comprehensive income, net of taxes
    
    
    (1,069
    )
    
    
    527
    
    
    
    (3,894
    )Decrease in additional paid in capital from the re-classification of
the 5% Preferred Stock to Redeemable Preferred stock
    
    
    
    
    
    
    
    
    
    
    11,029BFCs pro rata share of the cumulative effect of accounting changes
recognized by Bluegreen
    
    
    
    
    
    
    485
    
    
    
    Net decrease in shareholders equity resulting from
cumulative effect of change in accounting principle
    
    
    (1,496
    )
    
    
    
    
    
    
    
 273




---



##### Table of Contents



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
  274




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Investors Warranty of America, Inc. v. Core Communities of South Carolina, LLC and Core
Communities, LLC, et. al., Circuit Court, Jasper County, South Carolina, and
 Investors Warranty of America, Inc. v. Core Communities, LLC and Horizons Acquisition 5, LLC,
Circuit Court of the Nineteenth Judicial Circuit in and for St. Lucie County, Florida
  AmTrust Bank v. Woodbridge Holdings, LLC and Carolina Oak Homes, LLC, United States District Court
for the Southern District of Florida
  Class Action Litigation
  275




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Surety Bond Claim (Westchester Fire Insurance Company v. City of Brooksville)
  Bluegreen
 Tennessee Tax Audit
  Destin, Florida Deposit Dispute Lawsuit
 Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.; Hubert A. Laird; and MSB of Destin, Inc.,
 Inquiry into Consumer Matters by the Office of the Florida Attorney General
  276




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 Other Matters
  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.
 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. th
 Schawrz, et al. Lawsuit Regarding Community Amenities
 Paul A. Schwarz and Barbara S.
Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
 277




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  Community Cable Service, LLC Lawsuit
 Community Cable Service, LLC v.
Bluegreen Communities of Georgia, LLC and Sanctuary Cove at St. Andrews Sound Community
Association, Inc., a/k/a Sanctuary Cove Home Developers Association, Inc.
 38. Certain Relationships and Related Party Transactions
   For the Year Ended December 31, 2010BFC
    
    
    BankAtlantic Bancorp
    
    
    BluegreenShared service income (expense)
    
    
    (a
    )
    
    $
    2,565
    
    
    
    (2,105
    )
    
    
    (460
    )Facilities cost and information technology
    
    
    (b
    )
    
    $
    (544
    )
    
    
    484
    
    
    
    60
 For the Year Ended December 31, 2009BFC
    
    
    BankAtlantic Bancorp
    
    
    BluegreenShared service income (expense)
    
    
    (a
    )
    
    $
    2,342
    
    
    
    (1,805
    )
    
    
    (537
    )Facilities cost and information technology
    
    
    (b
    )
    
    $
    (553
    )
    
    
    479
    
    
    
    54
 For the Year Ended December 31, 2008BFC
    
    
    BankAtlantic Bancorp
    
    
    BluegreenShared service income (expense)
    
    
    (a
    )
    
    $
    2,022
    
    
    
    (1,593
    )
    
    
    (429
    )Facilities cost and information technology
    
    
    (b
    )
    
    $
    (440
    )
    
    
    361
    
    
    
    79
 
 (a)
    
    Pursuant to the terms of shared service agreements between BFC
and BankAtlantic Bancorp, subsidiaries of BFC provide human
resources, risk management, investor relations, executive office
administration and other services to BankAtlantic Bancorp.
Additionally, BFC provides certain risk management and
administrative 278




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 services to Bluegreen. The costs of shared
services are allocated based upon the usage of the respective
services.(b)
    
    As part of the shared service arrangement, BFC pays BankAtlantic
and Bluegreen for the cost of office facilities utilized by BFC
and its shared service operations. BFC also pays BankAtlantic for
information technology related services pursuant to a separate
agreement.
BankAtlantic received approximately $154,000, $160,000 and
$90,000 under the agreement during the years ended December 31, 2010, 2009 and 2008,
respectively.        279




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
   BankAtlantic BancorpClass A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    47,761
    
    
    $
    55.26Non-vested restricted stock
    
    
    75,000
    
    
    
    
    39. Earnings (Loss) per Share
  280




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(In thousands, except per share data)
    
    
    
    
    
    (As Revised)Basic (loss) earnings per common shareNumerator:Loss from continuing operations
    
    $
    (182,152
    )
    
    
    (81,401
    )
    
    
    (347,999
    )Less: Noncontrolling interests loss from continuing operations
    
    
    (76,065
    )
    
    
    (122,542
    )
    
    
    (274,997
    )(Loss) income attributable to BFC
    
    
    (106,087
    )
    
    
    41,141
    
    
    
    (73,002
    )Preferred stock dividends
    
    
    (750
    )
    
    
    (750
    )
    
    
    (750
    )(Loss) income allocable to common stock
    
    
    (106,837
    )
    
    
    40,391
    
    
    
    (73,752
    )Discontinued operations
    
    
    1,965
    
    
    
    (11,931
    )
    
    
    19,388Less: Noncontrolling interests (loss) income  discontinued operations
    
    
    (274
    )
    
    
    1,931
    
    
    
    14,430Discontinued operations attributable to BFC
    
    
    2,239
    
    
    
    (13,862
    )
    
    
    4,958Extraordinary gain attributable to BFC
    
    
    
    
    
    
    
    
    
    
    9,145Net (loss) income allocable to common shareholders
    
    $
    (104,598
    )
    
    
    26,529
    
    
    
    (59,649
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    75,379
    
    
    
    57,235
    
    
    
    45,097Basic (loss) earnings per common share:(Loss) earnings per share from continuing operations
    
    $
    (1.42
    )
    
    
    0.71
    
    
    
    (1.63
    )Earnings (loss) per share from discontinued operations
    
    
    0.03
    
    
    
    (0.24
    )
    
    
    0.11Earnings per share from extraordinary gain
    
    
    
    
    
    
    
    
    
    
    0.20Basic earnings (loss) per share
    
    $
    (1.39
    )
    
    
    0.47
    
    
    
    (1.32
    )Diluted earnings (loss) per common share:Numerator:(Loss) income allocable to common stock after assumed dilution
    
    
    (106,837
    )
    
    
    40,391
    
    
    
    (73,752
    )Discontinued operations allocable to common stock after assumed
dilution
    
    
    2,239
    
    
    
    (13,862
    )
    
    
    4,958Net income (loss) allocable to common stock after assumed dilution
    
    $
    (104,598
    )
    
    
    26,529
    
    
    
    (59,649
    )DenominatorDiluted weighted average number of common shares outstanding
    
    
    75,379
    
    
    
    57,235
    
    
    
    45,097Diluted (loss) earnings per shareEarnings (loss) per share from continuing operations
    
    $
    (1.42
    )
    
    
    0.71
    
    
    
    (1.63
    )Earnings (loss) per share from discontinued operations
    
    
    0.03
    
    
    
    (0.24
    )
    
    
    0.11Earnings per share from extraordinary gain
    
    
    
    
    
    
    
    
    
    
    0.20Diluted earnings (loss) per share
    
    $
    (1.39
    )
    
    
    0.47
    
    
    
    (1.32
    )
  281




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 40. Selected Quarterly Results (Unaudited)
  First
    
    
    First
    
    
    Second
    
    
    Second
    
    
    Third
    
    
    Third
    
    
    Fourth2010
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(As Previously
    
    
    
    
    
    
    (As Previously
    
    
    
    
    
    
    (As Previously(As-Revised)
    
    
    Reported)
    
    
    (As-Revised)
    
    
    Reported)
    
    
    (As-Revised)
    
    
    Reported)Revenues (1)
    
    $
    156,437
    
    
    
    151,991
    
    
    
    189,036
    
    
    
    183,252
    
    
    
    180,757
    
    
    
    183,904
    
    
    
    156,446
    
    
    
    682,676Costs and expenses (2)
    
    
    194,066
    
    
    
    192,464
    
    
    
    229,715
    
    
    
    229,109
    
    
    
    221,116
    
    
    
    224,576
    
    
    
    233,738
    
    
    
    878,635(37,629
    )
    
    
    (40,473
    )
    
    
    (40,679
    )
    
    
    (45,857
    )
    
    
    (40,359
    )
    
    
    (40,672
    )
    
    
    (77,292
    )
    
    
    (195,959
    )(Loss) gain on settlement of
Investment in subsidiary
    
    
    
    
    
    
    
    
    
    
    (1,135
    )
    
    
    (1,135
    )
    
    
    
    
    
    
    
    
    
    
    158
    
    
    
    (977
    )Gain on
extinguishment
of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,049
    
    
    
    13,049Equity in earnings
(loss) from
unconsolidated affiliates
    
    
    193
    
    
    
    193
    
    
    
    276
    
    
    
    276
    
    
    
    317
    
    
    
    317
    
    
    
    (1,637
    )
    
    
    (851
    )Other income
    
    
    438
    
    
    
    438
    
    
    
    1,199
    
    
    
    1,199
    
    
    
    498
    
    
    
    498
    
    
    
    556
    
    
    
    2,691(Loss) income from
continuing operations
before income taxes
    
    
    (36,998
    )
    
    
    (39,842
    )
    
    
    (40,339
    )
    
    
    (45,517
    )
    
    
    (39,544
    )
    
    
    (39,857
    )
    
    
    (65,166
    )
    
    
    (182,047
    )Less: (Benefit)
provision
for income taxes (3)
    
    
    (3,831
    )
    
    
    (4,591
    )
    
    
    2,856
    
    
    
    392
    
    
    
    (2,632
    )
    
    
    (996
    )
    
    
    3,712
    
    
    
    105Loss from continuing
Operations
    
    
    (33,167
    )
    
    
    (35,251
    )
    
    
    (43,195
    )
    
    
    (45,909
    )
    
    
    (36,912
    )
    
    
    (38,861
    )
    
    
    (68,878
    )
    
    
    (182,152
    )Discontinued
operations,
net of income tax
    
    
    (249
    )
    
    
    (249
    )
    
    
    2,714
    
    
    
    2,714
    
    
    
    
    
    
    
    
    
    
    
    (500
    )
    
    
    1,965Net loss
    
    
    (33,416
    )
    
    
    (35,500
    )
    
    
    (40,481
    )
    
    
    (43,195
    )
    
    
    (36,912
    )
    
    
    (38,861
    )
    
    
    (69,378
    )
    
    
    (180,187
    )Less: Net loss
attributable to
noncontrolling interests (4)
    
    
    (13,320
    )
    
    
    (14,665
    )
    
    
    (25,219
    )
    
    
    (27,015
    )
    
    
    (12,091
    )
    
    
    (11,239
    )
    
    
    (25,709
    )
    
    
    (76,339
    )Net loss attributable
to BFC
    
    
    (20,096
    )
    
    
    (20,835
    )
    
    
    (15,262
    )
    
    
    (16,180
    )
    
    
    (24,821
    )
    
    
    (27,622
    )
    
    
    (43,669
    )
    
    
    (103,848
    )Preferred Stock
dividends
    
    
    (188
    )
    
    
    (188
    )
    
    
    (187
    )
    
    
    (187
    )
    
    
    (188
    )
    
    
    (188
    )
    
    
    (187
    )
    
    
    (750
    )Net loss allocable to
common stock
    
    $
    (20,284
    )
    
    
    (21,023
    )
    
    
    (15,449
    )
    
    
    (16,367
    )
    
    
    (25,009
    )
    
    
    (27,810
    )
    
    
    (43,856
    )
    
    
    (104,598
    )Basic Earnings (Loss)
Per Common ShareLoss per share
from continuing
operations
    
    $
    (0.27
    )
    
    
    (0.28
    )
    
    
    (0.24
    )
    
    
    (0.26
    )
    
    
    (0.33
    )
    
    
    (0.37
    )
    
    
    (0.58
    )
    
    
    (1.42
    )Earnings per share
from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.04
    
    
    
    0.04
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03Net loss
per common share
    
    $
    (0.27
    )
    
    
    (0.28
    )
    
    
    (0.20
    )
    
    
    (0.22
    )
    
    
    (0.33
    )
    
    
    (0.37
    )
    
    
    (0.58
    )
    
    
    (1.39
    )Diluted Earnings (Loss)
per Common ShareLoss per share
from continuing
operations
    
    $
    (0.27
    )
    
    
    (0.28
    )
    
    
    (0.24
    )
    
    
    (0.26
    )
    
    
    (0.33
    )
    
    
    (0.37
    )
    
    
    (0.58
    )
    
    
    (1.42
    )Earnings per share
from discontinued
operations
    
    
    
    
    
    
    
    
    
    
    0.04
    
    
    
    0.04
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03Net loss
per common share
    
    $
    (0.27
    )
    
    
    (0.28
    )
    
    
    (0.20
    )
    
    
    (0.22
    )
    
    
    (0.33
    )
    
    
    (0.37
    )
    
    
    (0.58
    )
    
    
    (1.39
    )Basic weighted average
number of
common shares
outstanding
    
    
    75,376
    
    
    
    75,376
    
    
    
    75,379
    
    
    
    75,379
    
    
    
    75,381
    
    
    
    75,381
    
    
    
    75,381
    
    
    
    75,379Diluted weighted average
number of common
and common equivalent
shares outstanding
    
    
    75,376
    
    
    
    75,376
    
    
    
    75,379
    
    
    
    75,379
    
    
    
    75,381
    
    
    
    75,381
    
    
    
    75,381
    
    
    
    75,379
 
 1)
    
    Includes corrections related to the provision for loan losses and recognition of
interest income in accordance with the accounting guidance for Loans and Debt Securities
with Deteriorated Credit Qualityfor the Bluegreen acquired notes receivable. These
corrections are as follows (a) a $4.4 million increase to revenue for the quarter ended
March 31, 2010 (b) a $5.8 million increase to revenue for quarter ended June 30, 2010
and (c) a $3.1 million decrease to revenue for the quarter ended September 30, 2010.2)
    
    Includes certain corrections related to the interest rates used in the
calculation of interest expense on defaulted notes payable at Core Communities and
Carolina Oak and revisions related to the subsequent amortization from the measurement
period adjustments of real estate inventory and certain contracts. These adjustments resulted in changes to
 costs and expenses by the following: (a) a $1.6 million increase for
the quarter ended March 31, 2010 (b) a $606,000 increase for the quarter ended June 30,
2010 and (c) a decrease of $3.5 million for the quarter ended September 30, 2010.3)
    
    Includes tax adjustments as they relate to the corrections noted above and the
recognition of income tax benefits associated with unrealized gains in accumulated other
comprehensive income at BankAtlantic Bancorp and BFC. The net adjustments are as
follows: (a) a $760,000 decrease in tax benefit for the quarter ended March 31, 2010 (b)
a $2.5 million increase in tax provision for the quarter ended June 30, 2010 and (c) a
$1.6 million increase in tax benefit for the quarter ended September 30, 2010.4)
    
    As a result of the revisions noted above, the net loss attributable to
noncontrolling interest changed by the following: (a) a $1.3 million decrease for the
quarter ended March 31, 2010 (b) a $1.8 million decrease for the quarter ended June 30,
2010 and (c) an $852,000 increase for the quarter ended September 30, 2010. For the Six Months Ended
    
    
    For the Nine Months Ended2010
    
    June 30, 2010
    
    
    September 30, 2010(As Previously
    
    
    
    
    
    
    (As Previously(As Revised)
    
    
    Reported)
    
    
    (As-Revised)
    
    
    Reported)Revenues (1)
    
    $
    345,473
    
    
    
    335,243
    
    
    
    526,230
    
    
    
    519,147Costs and expenses (2)
    
    
    423,781
    
    
    
    421,573
    
    
    
    644,897
    
    
    
    646,149(78,308
    )
    
    
    (86,330
    )
    
    
    (118,667
    )
    
    
    (127,002
    )Loss on settlement of
investment in subsidiary
    
    
    (1,135
    )
    
    
    (1,135
    )
    
    
    (1,135
    )
    
    
    (1,135
    )Equity in earnings from
unconsolidated affiliates
    
    
    469
    
    
    
    469
    
    
    
    786
    
    
    
    786Other income
    
    
    1,637
    
    
    
    1,637
    
    
    
    2,135
    
    
    
    2,135Loss from continuing operations
before income taxes
    
    
    (77,337
    )
    
    
    (85,359
    )
    
    
    (116,881
    )
    
    
    (125,216
    )Less: Benefit for income taxes (3)
    
    
    (975
    )
    
    
    (4,199
    )
    
    
    (3,607
    )
    
    
    (5,195
    )Loss from continuing operations
    
    
    (76,362
    )
    
    
    (81,160
    )
    
    
    (113,274
    )
    
    
    (120,021
    )Discontinued operations
    
    
    2,465
    
    
    
    2,465
    
    
    
    2,465
    
    
    
    2,465Net loss
    
    
    (73,897
    )
    
    
    (78,695
    )
    
    
    (110,809
    )
    
    
    (117,556
    )Less: Net loss attributable to
noncontrolling interests (4)
    
    
    (38,539
    )
    
    
    (41,680
    )
    
    
    (50,630
    )
    
    
    (52,919
    )Net loss attributable to BFC
    
    
    (35,358
    )
    
    
    (37,015
    )
    
    
    (60,179
    )
    
    
    (64,637
    )Preferred Stock dividends
    
    
    (375
    )
    
    
    (375
    )
    
    
    (563
    )
    
    
    (563
    )Net loss allocable to common stock
    
    $
    (35,733
    )
    
    
    (37,390
    )
    
    
    (60,742
    )
    
    
    (65,200
    )Basic (Loss) Earnings
per Common ShareLoss per share from
continuing operations
    
    $
    (0.50
    )
    
    
    (0.53
    )
    
    
    (0.84
    )
    
    
    (0.90
    )Earnings per share from
discontinued operations
    
    
    0.03
    
    
    
    0.03
    
    
    
    0.03
    
    
    
    0.03Net loss per common share
    
    $
    (0.47
    )
    
    
    (0.50
    )
    
    
    (0.81
    )
    
    
    (0.87
    )Diluted (Loss) Earnings
per Common ShareLoss per share from
continuing operations
    
    $
    (0.50
    )
    
    
    (0.53
    )
    
    
    (0.84
    )
    
    
    (0.90
    )Earnings per share from
discontinued operations
    
    
    0.03
    
    
    
    0.03
    
    
    
    0.03
    
    
    
    0.03Net loss per common share
    
    $
    (0.47
    )
    
    
    (0.50
    )
    
    
    (0.81
    )
    
    
    (0.87
    )Basic weighted average number
of common shares outstanding
    
    
    75,378
    
    
    
    75,378
    
    
    
    75,379
    
    
    
    75,379Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    75,378
    
    
    
    75,378
    
    
    
    75,379
    
    
    
    75,379
 
 1)
    
    Includes corrections related to the provision for loan losses and recognition
of interest income in accordance with the accounting guidance for Loans and Debt
Securities with Deteriorated Credit Qualityfor the Bluegreen acquired notes
receivable. These corrections are as follows: (a) a $10.2 million increase to revenue
for the six months ended June 30, 2010 and (b) a $7.1 million increase to revenue for
the nine months ended September 30, 2010.2)
    
    Includes certain corrections related to the interest rates used in the
calculation of interest expense on defaulted notes payable at Core Communities and
Carolina Oak and revisions related to the subsequent amortization from the measurement
period adjustments of real estate inventory and certain contracts. These adjustments
resulted in changes to costs and expenses by the following: (a) a $2.2 million
increase for the six months ended June 30, 2010 and (b) a $1.3 million decrease for
the nine months ended September 30, 2010.3)
    
    Includes tax adjustments as they relate to the corrections noted above and
the recognition of income tax benefits associated with unrealized gains in accumulated
other comprehensive income at BankAtlantic Bancorp and BFC. The net adjustments are
as follows: (a) a $3.2 million decrease in tax benefit for the six months ended June
30, 2010 and (b) a $1.6 million decrease in tax benefit for the nine months ended
September 30, 2010.4)
    
    As a result of the revisions noted above, the net loss attributable to
noncontrolling interest changed by the following: (a) $3.1 million decrease for the
six months ended June 30, 2010 and (b) a $2.3 million decrease for the nine months
September 30, 2010. 282




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Fourth2009
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(As Revised)
    
    
    (As Previously Reported)
    
    
    (As Revised)Revenues (1)
    
    $
    98,027
    
    
    
    91,492
    
    
    
    90,590
    
    
    
    128,257
    
    
    
    125,886
    
    
    
    408,366Costs and expenses
    
    
    155,504
    
    
    
    142,690
    
    
    
    189,128
    
    
    
    293,440
    
    
    
    293,037
    
    
    
    780,762(57,477
    )
    
    
    (51,198
    )
    
    
    (98,538
    )
    
    
    (165,183
    )
    
    
    (167,151
    )
    
    
    (372,396
    )Gain on bargain purchase of Bluegreen (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    182,849
    
    
    
    183,138
    
    
    
    182,849Gain (loss) on settlement of
investment in Woodbridges subsidiary
    
    
    40,369
    
    
    
    
    
    
    
    
    
    
    
    (10,690
    )
    
    
    (10,690
    )
    
    
    29,679Equity in earnings from unconsolidated affiliates
    
    
    6,495
    
    
    
    10,755
    
    
    
    12,213
    
    
    
    3,918
    
    
    
    3,918
    
    
    
    33,381Impairment of unconsolidated affiliates
    
    
    (20,401
    )
    
    
    
    
    
    
    (10,780
    )
    
    
    
    
    
    
    
    
    
    
    (31,181
    )Impairment of investments
    
    
    (2,396
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Investment gains
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,654
    
    
    
    6,654
    
    
    
    6,654Other income
    
    
    981
    
    
    
    778
    
    
    
    766
    
    
    
    584
    
    
    
    584
    
    
    
    3,109(Loss) income from continuing operations
before income taxes
    
    
    (32,429
    )
    
    
    (39,665
    )
    
    
    (96,339
    )
    
    
    18,132
    
    
    
    16,453
    
    
    
    (150,301
    )Less: Provision (benefit) for income taxes (3)
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    (68,903
    )
    
    
    (67,221
    )
    
    
    (68,900
    )(Loss) income from continuing operations
    
    
    (32,429
    )
    
    
    (39,665
    )
    
    
    (96,342
    )
    
    
    87,035
    
    
    
    83,674
    
    
    
    (81,401
    )Discontinued operations
    
    
    3,397
    
    
    
    139
    
    
    
    (1,367
    )
    
    
    (14,100
    )
    
    
    (14,100
    )
    
    
    (11,931
    )Net (loss) income
    
    
    (29,032
    )
    
    
    (39,526
    )
    
    
    (97,709
    )
    
    
    72,935
    
    
    
    69,574
    
    
    
    (93,332
    )Less: Net loss attributable to noncontrolling
interests (4)
    
    
    (18,629
    )
    
    
    (26,617
    )
    
    
    (43,697
    )
    
    
    (31,668
    )
    
    
    (33,471
    )
    
    
    (120,611
    )Net (loss) income attributable to BFC
    
    
    (10,403
    )
    
    
    (12,909
    )
    
    
    (54,012
    )
    
    
    104,603
    
    
    
    103,045
    
    
    
    27,279Preferred Stock dividends
    
    
    (188
    )
    
    
    (187
    )
    
    
    (188
    )
    
    
    (187
    )
    
    
    (187
    )
    
    
    (750
    )Net (loss) income allocable to common stock
    
    $
    (10,591
    )
    
    
    (13,096
    )
    
    
    (54,200
    )
    
    
    104,416
    
    
    
    102,858
    
    
    
    26,529Basic Earnings (Loss) per Common Share(Loss) earnings per share
from continuing operations
    
    $
    (0.26
    )
    
    
    (0.29
    )
    
    
    (1.08
    )
    
    
    1.33
    
    
    
    1.32
    
    
    
    0.71Earnings (loss) per share
from discontinued operations
    
    
    0.03
    
    
    
    
    
    
    
    (0.01
    )
    
    
    (0.16
    )
    
    
    (0.16
    )
    
    
    (0.24
    )Net (loss) income per common share
    
    $
    (0.23
    )
    
    
    (0.29
    )
    
    
    (1.09
    )
    
    
    1.18
    
    
    
    1.16
    
    
    
    0.47Diluted Earnings (Loss) per Common Share(Loss) earnings per share
from continuing operations
    
    $
    (0.26
    )
    
    
    (0.29
    )
    
    
    (1.08
    )
    
    
    1.32
    
    
    
    1.30
    
    
    
    0.71Earnings (loss) per share
from discontinued operations
    
    
    0.03
    
    
    
    
    
    
    
    (0.01
    )
    
    
    (0.16
    )
    
    
    (0.16
    )
    
    
    (0.24
    )Net (loss) income per common share
    
    $
    (0.23
    )
    
    
    (0.29
    )
    
    
    (1.09
    )
    
    
    1.15
    
    
    
    1.14
    
    
    
    0.47Basic weighted average number of
common shares outstanding
    
    
    45,114
    
    
    
    45,126
    
    
    
    49,509
    
    
    
    88,795
    
    
    
    88,795
    
    
    
    57,235Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    45,114
    
    
    
    45,126
    
    
    
    49,509
    
    
    
    89,929
    
    
    
    89,929
    
    
    
    57,235
 
 1)
    
    Includes a correction of approximately $2.4 million which increased revenue and is
related to the provision for loan losses on the Bluegreen acquired notes receivable.2)
    
    Includes a net decrease of approximately $289,000 as a result of the following (a)
the measurement period adjustments of real estate inventory and certain contracts (See
Note 4 of the Notes to the Consolidated Financial Statements) and (b) tax adjustment
related to the deferred taxes calculated in the acquisition of the additional shares in
Bluegreen (See Note 1).3)
    
    Includes a $1.7 million increase to the tax benefit for the fourth quarter as it
relates to the corrections noted above and the recognition of income tax benefits
associated with unrealized gains in accumulated other comprehensive income at BankAtlantic
Bancorp and BFC.4)
    
    Includes a $1.8 million decrease in the loss attributable to noncontrolling interest
in the fourth quarter due to the increase in revenue and the measurement period
adjustments of real estate inventory and certain contracts as noted above. 283




---



##### Table of Contents



BFC Financial Corporation
Notes to Consolidated Financial Statements
 41. Subsequent Event
  284




---



##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  285




---



##### Table of Contents



ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework
   286




---



##### Table of Contents



Changes in Internal Control over Financial Reporting
  287




---



##### Table of Contents



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
    
    
    2,492,176
    
    
    $
    0.41
    
    
    
    4,118,013Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,492,176
    
    
    $
    0.41
    
    
    
    4,118,013
 288




---



##### Table of Contents



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.
 Report of Independent Registered Certified Public Accounting Firm.Consolidated Statements of Financial Condition as of December 31, 2010
and 2009.Consolidated Statements of Operations for each of the years in the
three year period ended December 31, 2010.Consolidated Statements of Comprehensive Income (Loss) for each of the
years in the three year period ended December 31, 2010.Consolidated Statements of Changes in Equity for each of the years in
the three year period ended December 31, 2010.Consolidated Statements of Cash Flows for each of the years in the
three year period ended December 31, 2010.Notes to Consolidated Financial Statements.
 (2)
    
    Financial Statement SchedulesAudited Financial Statements of Bluegreen Corporation for each of the years in the
three year period ended December 31, 2010 (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.
 289




---



##### Table of Contents



(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, 1996.10.3
    
    Agreement by and between Core Communities,
LLC, a Florida limited liability company,
Horizons Acquisition 5, LLC, a Florida limited
liability company, Core Communities of South
Carolina, LLC, a South Carolina limited
liability company and PSL Acquisitions, LLC, an
Iowa limited liability company doing business in
the State of Florida as PSL Acquisitions I, LLC
    
    Filed with this Report21.1
    
    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 each of the years in the three
year period ended December 31, 2010
    
    Filed with this Report
 290




---



##### Table of Contents



SIGNATURES
  BFC FINANCIAL CORPORATIONApril 8, 2011
    By:
    /s/ Alan B. LevanAlan B. Levan, Chairman of the Board,President and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Alan B. Levan
    
    
    
    April 8, 2011Alan B. Levan
    
    Chairman of the Board, President and
Chief Executive Officer/s/ John E. Abdo
    
    
    
    April 8, 2011John E. Abdo
    
    Vice Chairman of the Board/s/ Seth M. Wise
    
    
    
    April 8, 2011Seth M. Wise
    
    Executive Vice President and Director/s/ John K. Grelle
    
    
    
    April 8, 2011John K. Grelle
    
    Chief Financial Officer/s/ Maria R. Scheker
    
    
    
    April 8, 2011Maria R. Scheker
    
    Chief Accounting Officer/s/ D. Keith Cobb
    
    
    
    April 8, 2011D. Keith Cobb
    
    Director/s/ Darwin Dornbush
    
    
    
    April 8, 2011Darwin Dornbush
    
    Director/s/ Oscar J. Holzmann
    
    
    
    April 8, 2011Oscar J. Holzmann
    
    Director/s/ Jarett Levan
    
    
    
    April 8, 2011Jarett Levan
    
    Director/s/ Alan Levy
    
    
    
    April 8, 2011Alan Levy
    
    Director/s/ Joel Levy
    
    
    
    April 8, 2011Joel Levy
    
    Director/s/ William Nicholson
    
    
    
    April 8, 2011William Nicholson
    
    Director/s/ Neil A. Sterling
    
    
    
    April 8, 2011Neil A. Sterling
    
    Director
 291