##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the Year Ended December 31, 2006o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number
333-72213
 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 
Ft. Lauderdale, Florida
    
    33309(Address of principal executive offices)
    
    (Zip Code)
  
  Securities registered pursuant to Section 12(b) of the Act:
 Class A Common Stock $.01 Par Value
    
    NYSE Arca(Title of Class)
    
    (Name of Exchange on Which Registered)
 Securities registered pursuant to Section 12(g) of the Act:
 Class B Common Stock $.01 Par Value
    
    OTC BB(Title of Class)
    
    (Name of Exchange on Which Registered)
 o þ
 o þ
 þ o
 þ
  o þ o
 o þ
   
 Documents Incorporated by Reference




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##### 



EXPLANATORY NOTE




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##### 



BFC Financial Corporation
 
 TABLE OF CONTENTS
 PAGEPART IItem 3.
    
    Legal Proceedings
    
    2PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    2Item 11.
    
    Executive Compensation
    
    4Item 12.
    
    Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
    
    18Item 13.
    
    Certain Relationships and Related Transactions, and
Director Independence
    
    20Item 14.
    
    Principal Accounting Fees and Services
    
    23PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    24




---



##### 



PART I
 
 ITEM 3. LEGAL PROCEEDINGS.
 th Samuel Flamholz, on behalf of
himself and all others similarly situated, v. James Blosser, Darwin Dornbush, Alan B. Levan,
William Scherer, S. Lawrence Kahn, III, Joel Levy, John E. Abdo, William Nicholson, Alan J. Levy,
Levitt Corporation, and BFC Financial Corp. Elaine Mount, on behalf of herself and all
others similarly situated, v. James Blosser, Darwin Dornbush, Alan B. Levan, William Scherer, S.
Lawrence Kahn, III, Joel Levy, John E. Abdo, William Nicholson, Alan J. Levy, Levitt Corporation,
and BFC Financial Corp.
 
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionAlan B. Levan
    
    
    62
    
    
    Chairman of the Board, Chief Executive Officer, President and DirectorJohn E. Abdo
    
    
    63
    
    
    Vice Chairman of the Board and DirectorPhil Bakes
    
    
    61
    
    
    Managing Director and Executive Vice PresidentGeorge P. Scanlon
    
    
    49
    
    
    Executive Vice President and Chief Financial OfficerMaria R. Scheker
    
    
    49
    
    
    Chief Accounting OfficerD. Keith Cobb
    
    
    66
    
    
    DirectorOscar Holzmann
    
    
    64
    
    
    DirectorEarl Pertnoy
    
    
    80
    
    
    DirectorNeil Sterling
    
    
    55
    
    
    Director
   2




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##### 



3




---



##### 



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.bfcfinancial.com
 Audit Committee Members and Financial Expert
 
  
 ITEM 11. EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
 Overview of Compensation Program
    Compensation Philosophy and Objectives
  4




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##### 



Role of Executive Officers in Compensation Decisions
  Executive Officer Compensation Components
  
    
    base salary;
    
    the Companys annual incentive and bonus program; and
    
    long-term equity incentive compensation.
 Base Salary
    5




---



##### 



Annual Incentive and Bonus Program
   Alan B. Levan
    
    $
    466,891John E. Abdo
    
    
    343,200Glen R. Gilbert
    
    
    209,873Phil J. Bakes
    
    
    145,600
   Long-Term Equity Incentive Compensation
  6




---



##### 



Internal Revenue Code Limits on Deductibility of Compensation
   Compensation Committee Report
 The following Report of the Compensation Committee does not constitute soliciting material and
should not be deemed filed or incorporated by reference into any other Company filing under the
Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically
incorporates this Report by reference therein.
   
 7




---



##### 



Compensation of Named Executive Officers
 Summary Compensation Table  2006
  Change in PensionValue andNonqualifiedNon-equity
    
    
    DeferredIncentive Plan
    
    
    Compensation
    
    
    All OtherName and Principal
    
    Source
    
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Stock Awards
    
    
    Option Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalPosition
    
    (1)
    
    
    Year
    
    
    ($)
    
    
    ($)(2)
    
    
    ($)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)
    
    
    ($)(6)
    
    
    ($)Alan B. Levan
    
    BFC
    
    
    2006
    
    
    
    648,983
    
    
    
    466,891
    
    
    
    
    
    
    
    268,817
    
    
    
    
    
    
    
    
    
    
    
    270,460
    
    
    
    1,655,151Chairman of the
    
    BBX
    
    
    2006
    
    
    
    567,769
    
    
    
    11,688
    
    
    
    
    
    
    
    348,152
    
    
    
    248,655
    
    
    
    104,639
    
    
    
    22,269
    
    
    
    1,303,172Board and Chief
    
    LEV
    
    
    2006
    
    
    
    515,833
    
    
    
    6,769
    
    
    
    
    
    
    
    371,370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    893,972Executive Officer(7)
    
    
    
    
    
    
    
    
    
    
    1,732,585
    
    
    
    485,348
    
    
    
    
    
    
    
    988,339
    
    
    
    248,655
    
    
    
    104,639
    
    
    
    292,729
    
    
    
    3,852,295John E. Abdo,
    
    BFC
    
    
    2006
    
    
    
    567,769
    
    
    
    343,200
    
    
    
    
    
    
    
    268,817
    
    
    
    
    
    
    
    
    
    
    
    41,000
    
    
    
    1,220,786Vice Chairman
    
    BBX
    
    
    2006
    
    
    
    385,585
    
    
    
    8,170
    
    
    
    
    
    
    
    232,101
    
    
    
    172,174
    
    
    
    47,221
    
    
    
    29,484
    
    
    
    874,735Of the Board(7)
    
    LEV
    
    
    2006
    
    
    
    628,672
    
    
    
    9,582
    
    
    
    
    
    
    
    371,370
    
    
    
    
    
    
    
    
    
    
    
    291,244
    
    
    
    1,300,8681,582,026
    
    
    
    360,952
    
    
    
    
    
    
    
    872,288
    
    
    
    172,174
    
    
    
    47,221
    
    
    
    361,728
    
    
    
    3,396,389Glen R. Gilbert,
    
    BFC
    
    
    2006
    
    
    
    347,202
    
    
    
    209,873
    
    
    
    
    
    
    
    100,184
    
    
    
    
    
    
    
    33,016
    
    
    
    8,800
    
    
    
    699,075Chief Financial
    
    BBX
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Officer(8)
    
    LEV
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347,202
    
    
    
    209,873
    
    
    
    
    
    
    
    100,184
    
    
    
    
    
    
    
    33,016
    
    
    
    8,800
    
    
    
    699,075Phil J. Bakes,
    
    BFC
    
    
    2006
    
    
    
    361,308
    
    
    
    145,600
    
    
    
    
    
    
    
    76,116
    
    
    
    
    
    
    
    
    
    
    
    26,220
    
    
    
    609,244Managing Director
    
    BBX
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    LEV
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    361,308
    
    
    
    145,600
    
    
    
    
    
    
    
    76,116
    
    
    
    
    
    
    
    
    
    
    
    26,220
    
    
    
    609,244
 
 (1)
    
    Amounts identified as BFC represent amounts paid or accrued by the Company, amounts identified as BBX represent amounts paid or accrued by BankAtlantic Bancorp and BankAtlantic and
amounts identified as LEV represent amounts paid or accrued by Levitt.(2)
    
    Represents the discretionary component of cash awards under the Companys and BankAtlantic Bancorps respective annual incentive and bonus programs and the Levitt Corporation Corporate
Goal Bonus Plan. The Companys annual incentive and bonus program is more fully described in the Compensation Discussion and Analysis section above.(3)
    
    All options are to purchase shares of the respective companys Class A Common Stock. The dollar amount represents the amount recognized for financial statement reporting purposes for
the fiscal year ended December 31, 2006, in accordance with FAS 123(R), without taking into account an estimate of forfeitures related to service-based vesting, of stock option grants,
including amounts from awards granted prior to 2006. Other than with respect to forfeitures of options to purchase shares of Levitts common stock, assumptions used in the calculation of these amounts are included in footnote 21 to the Companys audited financial statements for
the fiscal year ended December 31, 2006 included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007. There were no
forfeitures during 2006. Additional information regarding these stock options awarded to the Named Executive Officers in 2006, including the grant date fair value of such stock
options, is set forth in the Grants of Plan-Based Awards  2006 table below.(4)
    
    Represents the formula-based component of cash awards under BankAtlantic Bancorps annual incentive program, which is tied to financial performance goals, and cash awards under the
BankAtlantic Profit Sharing Stretch Plan as follows: Mr. Levan  $217,112 under BankAtlantic Bancorps annual incentive program and $31,543 under the BankAtlantic Profit Sharing
Stretch Plan; and Mr. Abdo  $151,830 under BankAtlantic Bancorps annual incentive program and $20,344 under the BankAtlantic Profit Sharing Stretch Plan. 8




---



##### 



(5)
    
    Represents the increase in the actuarial present value of accumulated benefits under the Retirement Plan for Employees of BankAtlantic (the BankAtlantic Retirement Plan) and the
Executive Retirement Plan for Glen Gilbert (the Executive Retirement Plan). Additional information regarding the BankAtlantic Retirement Plan is
set forth in the narrative under Pension Benefits  2006 on page 15. Additional information regarding the Executive Retirement Plan is set forth under Pension Benefits  2006 on page 15 and Potential Payments upon Termination or Change-in-Control on page 17.(6)
    
    Items included under All Other Compensation for each Named Executive Officer are set forth in the table below: Levan
    
    
    Abdo
    
    
    Gilbert
    
    
    BakesBFCPerquisites and other benefits
    
    $
    79,655
    
    
    $
    10,000
    
    
    $
    
    
    
    $
    26,220Amounts paid for life and disability insurance premiums
    
    
    122,973
    
    
    
    
    
    
    
    
    
    
    
    Amount paid for automobile expenses
    
    
    2,832
    
    
    
    
    
    
    
    
    
    
    
    Contributions to 401(k) savings plan
    
    
    
    
    
    
    
    
    
    
    8,800
    
    
    
    Amounts paid for intangible tax
    
    
    65,000
    
    
    
    31,000
    
    
    
    
    
    
    
    $
    270,460
    
    
    $
    41,000
    
    
    $
    8,800
    
    
    $
    26,220BankAtlantic BancorpPerquisites and other benefits
    
    $
    4,695
    
    
    $
    2,044
    
    
    $
    
    
    
    $
    Insurance premiums
    
    
    8,734
    
    
    
    
    
    
    
    
    
    
    
    BankAtlantic Bancorp contributions to
retirement and 401(k) plans
    
    
    8,800
    
    
    
    8,800
    
    
    
    
    
    
    
    Dividends on restricted stock, REIT shares
    
    
    40
    
    
    
    40Payment for service as trustee of the BankAtlantic
pension plan
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    Auto allowance
    
    
    
    
    
    
    9,600
    
    
    
    
    
    
    
    $
    22,269
    
    
    $
    29,484
    
    
    $
    
    
    
    $
    LevittManagement fees paid to Abdo Companies, Inc.
    
    $
    
    
    
    $
    291,244
    
    
    $
    
    
    
    $
    $
    
    
    
    $
    291,244
    
    
    $
    
    
    
    $
    
 Amounts included under BankAtlantic Bancorp  Insurance Premiums in the table above were paid in connection with the
BankAtlantic Split-Dollar Life Insurance Plan (the BankAtlantic Split-Dollar Plan). Additional information regarding the
BankAtlantic Split-Dollar Plan is set forth in the narrative under
Pension Benefits  2006 on page 15.The value of perquisites and other benefits included in the rows entitled Perquisites and other benefits in the table above is calculated based on their incremental cost to the respective company, which is determined
based on the actual cost of providing these perquisites and other benefits. During 2006 (i) Mr. Levan received
perquisites and other benefits from the Company which totaled $79,665, including $69,655 related to his
use of the Companys tickets to entertainment and sporting events and $10,000 in charitable contributions made in his name; (ii) Mr. Abdo received perquisites and other benefits from the Company which totaled $10,000, all of which
represented charitable contributions made in his name; and (iii) Mr. Bakes received perquisites and other
benefits from the Company which totaled $26,220, all of which related to his use of the Companys tickets to entertainment and sporting events.Mr. Abdo is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.(7)
    
    Each of Messrs. Levan and Abdo received non-qualified options to acquire 50,000 shares of Bluegreens common stock during
2006 at an exercise price of $12.07. The options vest on the fifth anniversary of the grant date and have a
ten year term. The grant date fair value of the options computed in accordance with FAS 123(R) was $336,500.(8)
    
    Effective March 29, 2007, Mr. Gilbert retired from his executive positions with the Company. Mr. Gilbert continues to serve
the Company in a non-executive position. 9




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##### 



Grants of Plan-Based Awards  2006
  All Other
    
    
    All OtherStock
    
    
    Option
    
    
    
    
    
    
    Grant DateAwards:
    
    
    Awards:
    
    
    Exercise or
    
    
    Fair ValueEstimated Possible Payouts Under
    
    
    Number of
    
    
    Number of
    
    
    Base Price
    
    
    of StockNon-Equity Incentive Plan
    
    
    Shares of
    
    
    Securities
    
    
    of Option
    
    
    andAwards(1)
    
    
    Stock or
    
    
    Underlying
    
    
    Awards
    
    
    OptionName
    
    Grant Date
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Units
    
    
    Options(2)
    
    
    ($ / Sh)
    
    
    Awards(3)Alan B. Levan(4)
    
    
    3/29/2006
    
    
    $
    
    
    
    $
    
    
    
    $
    389,390
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    N/A
    
    
    $
    N/A6/5/2006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    75,000
    
    
    
    6.36
    
    
    
    265,500John E. Abdo
    
    
    6/5/2006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    75,000
    
    
    
    6.36
    
    
    
    265,500Glen R. Gilbert
    
    
    6/5/2006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    30,000
    
    
    
    6.36
    
    
    
    106,200Phil Bakes
    
    
    6/5/2006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    25,000
    
    
    
    6.36
    
    
    
    88,500
 
 (1)
    
    Represents the estimated possible payouts of cash awards under the
formula-based component of the Companys annual incentive program which is
tied to financial performance goals. The Named Executive Officers did not
receive any payments under the formula-based component of the Companys
annual incentive program for 2006. The Companys annual incentive program
is more fully described in the Compensation Discussion and Analysis
section above.(2)
    
    All options are to purchase shares of the Companys Class A Common Stock,
were granted under the Companys 2005 Stock Incentive Plan, vest on the
fifth anniversary of the grant date and expire on the tenth anniversary of
the grant date.(3)
    
    Represents the grant date fair value computed in accordance with FAS 123(R).(4)
    
    Mr. Levans award under the Companys annual incentive program was to be
paid based on the Companys 2006 pre-tax income, not to exceed 60% of his
base salary, subject to reduction in the sole discretion of the
Compensation Committee. As the conditions for payment were not met, no
payments were made based on the objective criteria of the Companys annual
incentive program. 10




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##### 



All Other
    
    
    All OtherStock
    
    
    Option
    
    
    
    
    
    
    Grant DateAwards:
    
    
    Awards:
    
    
    Exercise or
    
    
    Fair ValueEstimated Possible Payouts Under
    
    
    Number of
    
    
    Number of
    
    
    Base Price
    
    
    of StockNon-Equity Incentive Plan
    
    
    Shares of
    
    
    Securities
    
    
    of Option
    
    
    andAwards(1)
    
    
    Stock or
    
    
    Underlying
    
    
    Awards
    
    
    OptionName
    
    Grant Date
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Units
    
    
    Options(2)
    
    
    ($ / Sh)
    
    
    Awards(3)Alan B. Levan
    
    
    3/30/2006
    
    
    $
    
    
    
    $
    572,000
    
    
    $
    651,488
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    N/A
    
    
    $
    N/A7/11/2006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    60,000
    
    
    
    14.81
    
    
    
    362,400John E. Abdo
    
    
    4/20/2006
    
    
    
    
    
    
    
    400,100
    
    
    
    455,700
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A7/11/2006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    40,000
    
    
    
    14.81
    
    
    
    241,600
 
 (1)
    
    Represents the estimated possible payouts of cash awards under the
formula-based component of BankAtlantic Bancorps annual incentive plan
which is tied to financial performance goals. Cash awards made under the
formula-based component of BankAtlantic Bancorps annual incentive plan for
2006 are included under Non-Equity Incentive Plan Compensation in
Summary Compensation Table-2006 on page 8.(2)
    
    All options are to purchase shares of BankAtlantic Bancorps Class A Common
Stock, were granted under BankAtlantic Bancorps 2005 Restricted Stock and
Option Plan, and vest on the fifth anniversary of the date of grant.(3)
    
    Represents the grant date fair value computed in accordance with FAS 123(R).  All Other
    
    
    All OtherStock
    
    
    Option
    
    
    
    
    
    
    Grant DateAwards:
    
    
    Awards:
    
    
    Exercise or
    
    
    Fair ValueEstimated Possible Payouts Under
    
    
    Number of
    
    
    Number of
    
    
    Base Price
    
    
    of StockNon-Equity Incentive Plan
    
    
    Shares of
    
    
    Securities
    
    
    of Option
    
    
    andAwards(1)
    
    
    Stock or
    
    
    Underlying
    
    
    Awards
    
    
    OptionName
    
    Grant Date
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Units
    
    
    Options(2)
    
    
    ($ / Sh)
    
    
    Awards(3)Alan B. Levan
    
    
    7/24/2006
    
    
    $
    N/A
    
    
    $
    N/A
    
    
    $
    N/A
    
    
    
    0
    
    
    
    60,000
    
    
    $
    13.06
    
    
    $
    371,370John E. Abdo(4)
    
    
    3/27/2006
    
    
    
    
    
    
    
    
    
    
    
    943,008
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A7/24/2006
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    
    
    
    60,000
    
    
    
    13.06
    
    
    
    371,370
 
 (1)
    
    Represents the estimated possible payouts of cash awards under the
formula-based component of Levitts annual incentive program which is tied
to financial performance goals. The Named Executive Officers did not
receive any payments under the formula-based component of Levitts annual
incentive program for 2006.(2)
    
    All options are to purchase shares of the Levitts Class A Common Stock,
were granted under Levitts Amended and Restated 2003 Stock Incentive Plan
and vest on the fifth anniversary of the date of grant.(3)
    
    Represents the grant date fair value computed in accordance with FAS 123(R).(4)
    
    Mr. Abdos award under the formula-based component of Levitts annual
incentive program was to be paid based on Levitts 2006 pre-tax income, not
to exceed 150% of his base salary, subject to reduction in the sole
discretion of Levitts Compensation Committee. As the conditions for
payment were not met, no payments were made to Mr. Abdo under Levitts
annual incentive program. 11




---



##### 



Outstanding Equity Awards at Fiscal Year-End  2006
  Option Awards
    
    
    Stock AwardsEquityEquity
    
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Plan Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Market orPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Payout ValueNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Unearned
    
    
    of UnearnedSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Shares, Units
    
    
    Shares, UnitsUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    or Other
    
    
    or OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Stock That
    
    
    Rights That
    
    
    Rights ThatOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedAlan B. Levan
    
    
    
    
    
    
    210,579
    (1)(2)
    
    
    N/A
    
    
    $
    1.84
    
    
    
    2/7/2013
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A93,750
    (1)(3)
    
    
    
    
    
    
    8.40
    
    
    
    7/28/201475,000
    (4)(5)
    
    
    
    
    
    
    8.92
    
    
    
    7/11/201575,000
    (4)(6)
    
    
    
    
    
    
    6.36
    
    
    
    6/5/2016John E. Abdo
    
    
    
    
    
    
    210,579
    (1)(2)
    
    
    N/A
    
    
    
    1.84
    
    
    
    2/7/2013
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A93,750
    (1)(3)
    
    
    
    
    
    
    8.40
    
    
    
    7/28/201475,000
    (4)(5)
    
    
    
    
    
    
    8.92
    
    
    
    7/11/201575,000
    (4)(6)
    
    
    
    
    
    
    6.36
    
    
    
    6/5/2016Glen R. Gilbert
    
    
    24,481
    (1)(7)
    
    
    
    
    
    
    N/A
    
    
    
    1.45
    
    
    
    7/1/2007
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A84,230
    (1)(8)
    
    
    
    
    
    
    
    
    
    
    3.68
    
    
    
    1/13/20086,191
    (1)(9)
    
    
    
    
    
    
    
    
    
    
    2.14
    
    
    
    4/6/200956,159
    (1)(2)
    
    
    
    
    
    
    1.84
    
    
    
    2/7/201337,501
    (1)(3)
    
    
    
    
    
    
    8.40
    
    
    
    7/28/201430,000
    (4)(5)
    
    
    
    
    
    
    8.92
    
    
    
    7/11/201530,000
    (4)(6)
    
    
    
    
    
    
    6.36
    
    
    
    6/5/2016Phil Bakes
    
    
    
    
    
    
    29,301
    (1)(10)
    
    
    N/A
    
    
    
    7.68
    
    
    
    1/5/2014
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A12,500
    (1)(3)
    
    
    
    
    
    
    8.40
    
    
    
    7/28/201425,000
    (4)(5)
    
    
    
    
    
    
    8.92
    
    
    
    7/11/201525,000
    (4)(6)
    
    
    
    
    
    
    6.36
    
    
    
    6/5/2016
 
 (1)
    
    Represents options to purchase shares of the Companys Class B Common Stock.(2)
    
    Vests on February 7, 2008.(3)
    
    Vests on July 28, 2009.(4)
    
    Represents options to purchase shares of the Companys Class A Common Stock.(5)
    
    Vests on July 11, 2010.(6)
    
    Vests on June 5, 2011.(7)
    
    Vested on July 1, 2002.(8)
    
    Vested on January 13, 2003.(9)
    
    Vested on April 6, 2004.(10)
    
    Vests on January 5, 2009. 12




---



##### 



Option Awards
    
    
    Stock AwardsEquityEquity
    
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Plan Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Market orPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Payout ValueNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Unearned
    
    
    of UnearnedSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Shares, Units
    
    
    Shares, UnitsUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    or Other
    
    
    or OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Stock That
    
    
    Rights That
    
    
    Rights ThatOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotName
    
    Exercisable
    
    
    Unexercisable(1)
    
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedAlan B. Levan
    
    
    
    
    
    
    78,377
    (2)
    
    
    N/A
    
    
    $
    8.56
    
    
    
    3/4/2012
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A78,377
    (3)
    
    
    
    
    
    
    7.41
    
    
    
    3/31/201360,000
    (4)
    
    
    
    
    
    
    18.20
    
    
    
    7/5/201460,000
    (5)
    
    
    
    
    
    
    19.02
    
    
    
    7/11/201560,000
    (6)
    
    
    
    
    
    
    14.81
    
    
    
    7/10/2016John E. Abdo
    
    
    
    
    
    
    52,251
    (2)
    
    
    N/A
    
    
    
    8.56
    
    
    
    3/4/2012
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A52,251
    (3)
    
    
    
    
    
    
    7.41
    
    
    
    3/31/201340,000
    (4)
    
    
    
    
    
    
    18.20
    
    
    
    7/5/201440,000
    (5)
    
    
    
    
    
    
    19.02
    
    
    
    7/11/201540,000
    (6)
    
    
    
    
    
    
    14.81
    
    
    
    7/10/2016
 
 (1)
    
    All options are to purchase shares of BankAtlantic Bancorps Class A Common Stock.(2)
    
    Vested on March 4, 2007.(3)
    
    Vests on March 31, 2008.(4)
    
    Vests on July 5, 2009.(5)
    
    Vests on July 11, 2010.(6)
    
    Vests on July 10, 2011.  Option Awards
    
    
    Stock AwardsEquityEquity
    
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Plan Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Market orPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Number of
    
    
    Payout ValueNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Unearned
    
    
    of UnearnedSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Shares, Units
    
    
    Shares, UnitsUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    or Other
    
    
    or OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Stock That
    
    
    Rights That
    
    
    Rights ThatOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotName
    
    Exercisable
    
    
    Unexercisable(1)
    
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedAlan B. Levan
    
    
    
    
    
    
    60,000
    (2)
    
    
    N/A
    
    
    $
    20.15
    
    
    
    1/2/2014
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A40,000
    (3)
    
    
    
    
    
    
    32.13
    
    
    
    7/22/2201560,000
    (4)
    
    
    
    
    
    
    13.06
    
    
    
    7/24/2016John E. Abdo
    
    
    
    
    
    
    90,000
    (2)
    
    
    N/A
    
    
    
    20.15
    
    
    
    1/2/2014
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A60,000
    (3)
    
    
    
    
    
    
    32.13
    
    
    
    7/22/2201560,000
    (4)
    
    
    
    
    
    
    13.06
    
    
    
    7/24/2016
 
 (1)
    
    All options are to purchase shares of Levitts Class A Common Stock. 13




---



##### 



(2)
    
    Vests on January 2, 2009.(3)
    
    Vests on July 22, 2010.(4)
    
    Vests on July 24, 2011. Option Exercises and Stock Vested  2006
  Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    Value Realized
    
    
    Number of Shares
    
    
    Value RealizedName
    
    Acquired on Exercise(1)
    
    
    on Exercise(2)
    
    
    Acquired on Vesting
    
    
    on VestingAlan B. Levan
    
    
    1,895,150
    
    
    $
    5,974,143
    
    
    
    
    
    
    $
    John E. Abdo
    
    
    1,895,150
    
    
    
    5,974,143
    
    
    
    
    
    
    
    Glen R. Gilbert
    
    
    138,682
    
    
    
    546,604
    
    
    
    
    
    
    
    Phil Bakes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the number of shares of the Companys Class B Common
Stock acquired upon exercise of stock options.(2)
    
    Value realized on exercise is the product of (a) the difference
between the market prices of the shares acquired on the dates of
exercise and the option exercise prices and (b) the number of
shares acquired upon exercise of stock options.  Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    Value Realized
    
    
    Number of Shares
    
    
    Value RealizedName
    
    Acquired on Exercise(1)
    
    
    on Exercise(2)
    
    
    Acquired on Vesting
    
    
    on VestingAlan B. Levan
    
    
    599,912
    
    
    $
    5,716,863
    
    
    
    
    
    
    $
    John E. Abdo
    
    
    348,955
    
    
    
    3,256,085
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the number of shares of BankAtlantic Bancorps Class A
Common Stock acquired upon exercise of stock options.(2)
    
    Value realized on exercise is the product of (a) the difference
between the market prices of the shares acquired on the dates of
exercise and the option exercise prices and (b) the number of
shares acquired upon exercise of stock options. 14




---



##### 



Pension Benefits  2006
  Present Valueof Accumulated
    
    Payments DuringName
    
    Plan Name
    
    Benefit(1)
    
    Last Fiscal YearAlan B. Levan
    
    N/A
    
    $
    N/A
    
    
    $
    N/AJohn E. Abdo
    
    N/A
    
    
    N/A
    
    
    
    N/AGlen R. Gilbert
    
    Executive Retirement Plan(2)
    
    
    525,998
    
    
    
    0Phil Bakes
    
    N/A
    
    
    N/A
    
    
    
    N/A
 
 (1)
    
    Assumptions used in the calculation of these amounts are included
in footnote 22 to the Companys audited financial statements for
the fiscal year ended December 31, 2006 included in the Companys
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 16, 2007.(2)
    
    Information regarding the Executive Retirement Plan is set
forth under Potential Payments upon Termination or
Change-in-Control on page 17.  Present ValueNumber of Years
    
    of Accumulated
    
    Payments DuringName
    
    Plan Name
    
    Credited Service
    
    Benefit(1)
    
    Last Fiscal YearAlan B. Levan
    
    Retirement Plan for Employees of BankAtlantic
    
    
    26
    
    
    $
    1,415,595
    
    
    $
    0John E. Abdo
    
    Retirement Plan for Employees of BankAtlantic
    
    
    14
    
    
    
    625,673
    
    
    
    0
 
 (1)
    
    Assumptions used in the calculation of these amounts are included
in footnote 16 to BankAtlantic Bancorps audited financial
statements for the fiscal year ended December 31, 2006 included
in BankAtlantic Bancorps Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 1, 2007, except
that retirement age was assumed to be 65, the normal retirement
age as defined in the BankAtlantic Retirement Plan. BankAtlantic Retirement Plan
  15




---



##### 



Estimated Annual BenefitsAverage Five Year Compensation
    
    Years of Credited Service at December 31, 1998at December 31, 1998
    
    5 Years
    
    
    10 Years
    
    
    20 Years
    
    
    30 Years
    
    
    40 Years$120,000
    
    $
    10,380
    
    
    $
    20,760
    
    
    $
    41,520
    
    
    $
    62,280
    
    
    $
    83,160$150,000
    
    
    13,005
    
    
    
    26,010
    
    
    
    52,020
    
    
    
    78,030
    
    
    
    104,160$160,000 and above
    
    
    13,880
    
    
    
    27,760
    
    
    
    55,520
    
    
    
    83,280
    
    
    
    111,160
 BankAtlantic Split-Dollar Plan
  16




---



##### 



Potential Payments upon Termination or Change-in-Control
  Compensation of Directors
  Director Compensation  2006
  Change inPension Value andFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Deferredor Paid
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName
    
    in Cash($)
    
    
    Awards($)(1)(2)
    
    
    Awards($)
    
    
    Compensation($)
    
    
    Earnings($)
    
    
    Compensation($)
    
    
    Total($)D. Keith Cobb
    
    
    60,000
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,000Oscar Holzmann
    
    
    65,000
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115,000Earl Pertnoy
    
    
    63,500
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113,500Neil Sterling
    
    
    63,500
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113,500
 
 (1)
    
    All restricted stock awards are in shares of the Companys Class
A Common Stock. The dollar amount represents the amount
recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006, in accordance with FAS
123(R), including amounts from awards granted prior to 2006.
There were no forfeitures during 2006. The grant date fair value
of the restricted stock awards computed in accordance with FAS
123(R) is $49,997 for each of Messrs. Cobb, Holzmann, Pertnoy and
Sterling. 17




---



##### 



(2)
    
    The table below sets forth the aggregate number of stock options
and the aggregate number of shares of restricted stock held by
each non-employee director as of December 31, 2006: Name
    
    Stock Options(1)
    
    
    Restricted Stock(2)D. Keith Cobb
    
    
    6,250
    
    
    
    3,754Oscar Holzmann
    
    
    20,290
    
    
    
    3,754Earl Pertnoy
    
    
    181,735
    (3)
    
    
    3,754Neil Sterling
    
    
    20,290
    
    
    
    3,754
 
 (1)
    
    All options are to purchase shares of the Companys Class B Common Stock.(2)
    
    All restricted stock awards are in shares of the Companys Class A Common Stock.(3)
    
    Mr. Pertnoys stock options are held by Pertnoy Limited Partnership. Mr. Pertnoy is the
president of Pertnoy Parent, Inc., the general partner of Pertnoy Limited Partnership. Compensation Committee Interlocks and Insider Participation
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 Principal Shareholders of the Company and Security Ownership of Management
  18




---



##### 



Class A
    
    
    Class B
    
    
    Percent of
    
    
    Percent ofCommon Stock
    
    
    Common Stock
    
    
    Class A Common
    
    
    Class B CommonName of Beneficial Owner
    
    Notes
    
    
    Ownership
    
    
    Ownership
    
    
    Stock
    
    
    StockI.R.E. Realty Advisory Group, Inc.
    
    
    (2,3,5
    )
    
    
    4,764,285
    
    
    
    500,000
    
    
    
    16.6
    %
    
    
    7.1
    %Florida Partners Corporation
    
    
    (3,5
    )
    
    
    1,270,302
    
    
    
    133,314
    
    
    
    4.4
    %
    
    
    1.9
    %I.R.E. Properties, Inc.
    
    
    (3,5
    )
    
    
    2,928,727
    
    
    
    379,017
    
    
    
    10.2
    %
    
    
    5.3
    %Levan Enterprises, Ltd.
    
    
    (3,5
    )
    
    
    431,649
    
    
    
    55,865
    
    
    
    1.5
    %
    
    
    0.8
    %Alan B. Levan
    
    
    (3,5,6,10
    )
    
    
    11,437
    
    
    
    2,101,906
    
    
    
    0.0
    %
    
    
    29.6
    %John E. Abdo
    
    
    (3,5,6,10
    )
    
    
    3,371,771
    
    
    
    2,954,468
    
    
    
    11.7
    %
    
    
    41.7
    %Glen R. Gilbert
    
    
    (5,7
    )
    
    
    
    
    
    
    253,584
    
    
    
    0.0
    %
    
    
    3.5
    %Phil Bakes
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    0.0
    %
    
    
    0.0
    %Earl Pertnoy
    
    
    (1,5,8
    )
    
    
    106,812
    
    
    
    188,635
    
    
    
    0.4
    %
    
    
    2.6
    %Oscar Holzmann
    
    
    (1,5
    )
    
    
    13,138
    
    
    
    20,290
    
    
    
    0.0
    %
    
    
    0.3
    %D. Keith Cobb
    
    
    (1,5
    )
    
    
    16,155
    
    
    
    6,250
    
    
    
    0.1
    %
    
    
    0.1
    %Neil Sterling
    
    
    (1,5
    )
    
    
    13,138
    
    
    
    20,290
    
    
    
    0.0
    %
    
    
    0.3
    %Dr. Herbert A. Wertheim
    
    
    (4
    )
    
    
    3,968,157
    
    
    
    416,448
    
    
    
    13.8
    %
    
    
    5.9
    %All directors and executive officers
of the Company as of April 18, 2007
as a group (9 persons)
    
    
    (1,3,9
    )
    
    
    12,927,414
    
    
    
    6,381,095
    
    
    
    45.0
    %
    
    
    86.9
    %
 
 (1)
    
    Amount and nature of beneficial ownership and percent of class include shares that may be
acquired within 60 days pursuant to exercise of stock options to purchase the Companys Class
B Common Stock as follows: Earl Pertnoy 181,735 shares, Oscar Holzmann 20,290 shares, D. Keith
Cobb 6,250 shares, Neil Sterling 20,290 shares and Maria Scheker 21,060 shares.(2)
    
    The Company owns 45.5% of I.R.E. Realty Advisory Group, Inc.(3)
    
    The Company may be deemed to be controlled by Alan B. Levan and John E. Abdo who collectively
may be deemed to have an aggregate beneficial ownership of 52.7% of the outstanding common
stock of the Company. I.R.E. Properties, Inc. is 100% owned by Levan Enterprises, Ltd. and
Levan Enterprises, Ltd. may be deemed to be the controlling shareholder of I.R.E. Realty
Advisory Group, Inc. and Florida Partners Corporation. Levan Enterprises, Ltd. is a limited
partnership whose sole general partner is Levan General Corp., a corporation 100% owned by
Alan B. Levan. Therefore, Mr. Levan may be deemed to be the beneficial owner of the shares of
the Companys common stock owned by each of such entities. In addition to his personal
holdings of the Companys common stock, Mr. Levan may be deemed to be the beneficial owner of
11,437 shares of the Companys Class A Common Stock and 1,200 shares of the Companys Class B
Common Stock held of record by Mr. Levans wife, for an aggregate beneficial ownership of
9,406,400 shares (32.7%) of the Companys Class A Common Stock and 3,170,102 shares (44.7%) of
the Companys Class B Common Stock.(4)
    
    Dr. Wertheims ownership was reported in a Rebuttal of Control Agreement filed on December
20, 1996 with the Office of Thrift Supervision (as adjusted for stock splits since the date of
filing). The Rebuttal of Control Agreement indicates that Dr. Wertheim has no intention to
manage or control, directly or indirectly, the Company. Dr. Wertheims mailing address is 191
Leucadendra Drive, Coral Gables, Florida 33156.(5)
    
    Mailing address is 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309. 19




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##### 



(6)
    
    Messrs. Levan and Abdo have entered into a Shareholders Agreement and Irrevocable Proxy with
respect to the shares of the Companys Class B Common Stock controlled by them. Under the
agreement, they have agreed to vote their shares of the Companys Class B Common Stock in
favor of the election of each other to the Companys Board of Directors for so long as they
are willing and able to serve as directors of the Company. Additionally, Mr. Abdo has granted
an irrevocable proxy to an entity controlled by Mr. Levan and will obtain the consent of Mr.
Levan prior to the sale or conversion of certain of his shares of the Companys Class B Common
Stock.(7)
    
    Amount and nature of beneficial ownership and percent of class include 114,902 shares that
may be acquired within 60 days pursuant to exercise of stock options to purchase the Companys
Class B Common Stock.(8)
    
    On April 13, 2007, Mr. Pertnoy assigned and transferred his options to purchase 181,735
shares of the Companys Class B Common stock to Pertnoy Limited Partnership. Mr. Pertnoy is
the president of Pertnoy Parent, Inc., the general partner of Pertnoy Limited Partnership.(9)
    
    Does not include shares beneficially owned by Mr. Gilbert, who retired from his executive
positions with the Company on March 29, 2007.(10)
    
    Includes beneficial ownership of shares of the Companys Class B Common Stock subject to
plans adopted under Rule 10b5-1 of the Exchange Act as follows: Mr. Levan 71,250 shares and
Mr. Abdo  75,000 shares. Equity Compensation Plan Information
  Number of Securities
    
    
    Weighted Averageto be Issued Upon
    
    
    Exercise Price ofExercise of
    
    
    Outstanding
    
    
    Number of SecuritiesOutstanding Options,
    
    
    Options, Warrants
    
    
    Remaining AvailablePlan Category
    
    Warrants or Rights
    
    
    and Rights
    
    
    for Future IssuanceEquity compensation
plans approved by
security holders
    
    
    1,607,087
    
    
    $
    4.88
    
    
    
    2,479,448Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,607,087
    
    
    $
    4.88
    
    
    
    2,479,448
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Review, Approval or Ratification of Transactions with Related Persons
  20




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##### 



Transactions with Related Persons
   At and For the Year Ended December 31, 2006(in thousands)BankAtlanticBFC
    
    
    Bancorp
    
    
    Levitt
    
    
    BluegreenCash and cash
equivalents and
(securities sold
under agreements to
repurchase)
    
    
    (1
    )
    
    $
    996
    
    
    $
    (5,297
    )
    
    $
    4,301
    
    
    $
    Shared service
receivable
(payable)
    
    
    (2
    )
    
    
    312
    
    
    
    (142
    )
    
    
    (107
    )
    
    
    (63
    )Shared service
income (expense)
    
    
    (2
    )
    
    
    2,035
    
    
    
    (647
    )
    
    
    (1,134
    )
    
    
    (254
    )Interest income
(expense) from cash
balance/securities
sold under
agreements to
repurchase
    
    
    (1
    )
    
    
    43
    
    
    
    (521
    )
    
    
    478
    
    
    
    
 
 (1)
    
    The Company and Levitt entered into securities sold under agreements to repurchase with BankAtlantic. The
balance in those accounts in the aggregate was approximately $5.3 million at December 31, 2006, and interest
in connection with these repurchase agreements was approximately $521,000 for the year ended December 31,
2006. These transactions have the same terms as other BankAtlantic repurchase agreements.(2)
    
    Effective January 1, 2006, the Company maintained arrangements with BankAtlantic Bancorp, Levitt and
Bluegreen to provide shared service operations in the areas of human resources, risk management, investor
relations and executive office administration. Pursuant to this arrangement, certain employees from
BankAtlantic were transferred to the Company to staff the Companys shared service operations. The costs of
shared services are allocated based upon the usage of the respective services. Also as part of the shared
service arrangement, the Company reimburses BankAtlantic Bancorp and Bluegreen for office facilities costs
relating to the Company and its shared service operations.   21




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##### 



BankAtlantic BancorpClass A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    306,598
    
    
    $
    10.48Options unvested
    
    
    245,143
    
    
    $
    11.39
      Director Independence
  22




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##### 



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  Fiscal 2006
    
    
    Fiscal 2005(In thousands)BFC Financial CorporationAudit fees(1)
    
    $
    248
    
    
    
    369
    (2)Audit  related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    BankAtlantic BancorpAudit fees(1)
    
    $
    1,783
    
    
    
    1,739Audit  related fees(3)
    
    
    425
    (4)
    
    
    25Tax fees
    
    
    
    
    
    
    All other fees
    
    
    3
    
    
    
    LevittAudit fees(1)
    
    $
    1,060
    
    
    
    1,073
    (5)Audit  related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    
 
 (1)
    
    Includes primarily fees for services related to the companys respective annual financial statement audits,
the 2006 and 2005 audit of effectiveness of internal control over financial reporting and review of quarterly
financial statements filed in each of the companys Quarterly Reports on Form 10-Q.(2)
    
    Includes additional billing of $79,000, which was incurred during 2006 as final settlement of fees for the
Companys 2005 audit.(3)
    
    Principally audits of employee benefit plans and consultations regarding generally accepted accounting
principles.(4)
    
    Includes fees for services related to the previously proposed initial public offering of Ryan Beck & Co., Inc.(5)
    
    Includes additional billing of $300,000 which was incurred during 2006 as final settlement of fees for
Levitts 2005 audit.   23




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##### 



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a) DOCUMENTS FILED AS PART OF THIS ANNUAL REPORT ON FORM 10-K/A:
 (3) EXHIBITS
  ExhibitNumber
    
    Description
    
    Method of Filing31.1
    
    Certification of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    Certification of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    Filed herewith
 24




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##### 



SIGNATURES
  BFC FINANCIAL CORPORATIONDate:      April 27, 2007
    By:
    /s/ Alan B. LevanAlan B. Levan,Chairman of the Board, President and
Chief Executive Officer  Name
    
    Capacity
    
    Date/s/ Alan B. Levan

Alan B. Levan
    
    Chairman of the Board,
President and Chief Executive Officer
    
    April 27, 2007/s/ John E. Abdo

John E. Abdo
    
    Vice Chairman of the Board
    
    April 27, 2007/s/ George P. Scanlon

George P. Scanlon
    
    Executive Vice President and
Chief Financial Officer
    
    April 27, 2007/s/ Maria R. Scheker

Maria R. Scheker
    
    Chief Accounting Officer
    
    April 27, 2007/s/ D. Keith Cobb

D. Keith Cobb
    
    Director
    
    April 27, 2007/s/ Oscar Holzmann

Oscar Holzmann
    
    Director
    
    April 27, 2007/s/ Earl Pertnoy

Earl Pertnoy
    
    Director
    
    April 27, 2007/s/ Neil Sterling

Neil Sterling
    
    Director
    
    April 27, 2007
 25




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002