##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarter Ended March 31, 2011
 OR
 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)
    
    (IRS Employer Identification Number)2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of Principal executive office)
    
    (Zip Code)
  (Registrants telephone number, including area code)
 Not Applicable
  þ o
  o o
  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




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##### 



BFC Financial Corporation
  PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Consolidated Statements of Financial Condition as of March 31, 2011 and December 31, 2010  Unaudited
    
    
    3Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010  Unaudited
    
    
    4Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2011 and 2010  Unaudited
    
    
    6Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2011  Unaudited
    
    
    7Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010  Unaudited
    
    
    8Notes to Unaudited Consolidated Financial Statements
    
    
    10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    54Item 4T. Controls and Procedures
    
    
    100PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    101Item 1A. Risk Factors
    
    
    103Item 6. Exhibits
    
    
    103SIGNATURESEX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 BFC Financial Corporation
 
 Consolidated Statements of Financial Condition  Unaudited
(In thousands, except share data)
 March 31,
    
    
    December 31,2011
    
    
    2010ASSETSCash and cash equivalents
    
    $
    164,845
    
    
    
    178,868Interest bearing deposits in other banks
    
    
    656,424
    
    
    
    455,538Restricted cash (including held by variable interest entities (VIE) of $38,735 in 2011
and $41,243 in 2010)
    
    
    60,954
    
    
    
    62,249Securities available for sale at fair value
    
    
    414,499
    
    
    
    465,020Investment securities at cost or amortized cost (fair value: $1,833 in 2011 and $2,033
in 2010)
    
    
    1,833
    
    
    
    2,033Tax certificates, net of allowance of $9,287 in 2011 and $8,811 in 2010
    
    
    77,837
    
    
    
    89,789Federal Home Loan Bank (FHLB) stock, at cost which approximates fair value
    
    
    43,557
    
    
    
    43,557Loans held for sale
    
    
    49,455
    
    
    
    29,765Loans receivable, net of allowance for loan losses of $155,051 in 2011 and $162,139 in
2010
    
    
    2,813,530
    
    
    
    3,009,721Notes receivable (including gross securitized notes of $505,459 in 2011 and
$533,479 in 2010) net of allowance of $86,370 in 2011 and $93,398 in 2010
    
    
    556,452
    
    
    
    574,969Accrued interest receivable
    
    
    20,601
    
    
    
    22,010Real estate inventory
    
    
    337,188
    
    
    
    343,497Real estate owned and other repossessed assets
    
    
    75,146
    
    
    
    74,488Investments in unconsolidated affiliates
    
    
    12,869
    
    
    
    12,455Properties and equipment, net
    
    
    213,788
    
    
    
    218,665Goodwill and intangible assets, net
    
    
    89,834
    
    
    
    91,159Assets held for sale
    
    
    36,909
    
    
    
    37,334Prepaid Federal Deposit Insurance Corporation (FDIC) deposit insurance assessment
    
    
    18,823
    
    
    
    22,008Other assets
    
    
    80,908
    
    
    
    79,941Total assets
    
    $
    5,725,452
    
    
    
    5,813,066LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    2,735,701
    
    
    
    2,758,032Non-interest bearing deposits
    
    
    878,873
    
    
    
    792,012Deposits held for sale
    
    
    390,432
    
    
    
    341,146Total deposits
    
    
    4,005,006
    
    
    
    3,891,190Advances from FHLB
    
    
    45,000
    
    
    
    170,000Securities sold under agreements to repurchase
    
    
    17,006
    
    
    
    21,524Other short term borrowings
    
    
    1,367
    
    
    
    1,240Receivable-backed notes payable, (including $430,329 held by VIE in 2011
and $459,030 in 2010)
    
    
    536,407
    
    
    
    569,214Notes and mortgage notes payable and other borrowings
    
    
    228,867
    
    
    
    239,571Junior subordinated debentures
    
    
    465,453
    
    
    
    461,568Deferred income taxes
    
    
    30,457
    
    
    
    28,663Deferred gain on settlement of investment in subsidiary
    
    
    
    
    
    
    11,305Other liabilities
    
    
    179,610
    
    
    
    186,634Total liabilities
    
    
    5,509,173
    
    
    
    5,580,909Commitments 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 2011 and 2010
    
    
    685
    
    
    
    685Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,859,751 in 2011 and 2010
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    231,522
    
    
    
    230,748Accumulated deficit
    
    
    (91,652
    )
    
    
    (88,853
    )Accumulated other comprehensive (loss) income
    
    
    (228
    )
    
    
    223Total BFC Financial Corporation (BFC) shareholders equity
    
    
    140,396
    
    
    
    142,872Noncontrolling interests
    
    
    64,854
    
    
    
    78,256Total equity
    
    
    205,250
    
    
    
    221,128Total liabilities and equity
    
    $
    5,725,452
    
    
    
    5,813,066
 See Notes to Unaudited Consolidated Financial Statements.
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BFC Financial Corporation
 
 Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months EndedMarch 31,2011
    
    
    2010(As Revised)RevenuesReal Estate and Other:Sales of real estate
    
    $
    41,623
    
    
    
    27,852Other resorts and communities operations revenue
    
    
    17,634
    
    
    
    16,021Other revenues
    
    
    11,035
    
    
    
    11,187Interest income
    
    
    22,433
    
    
    
    24,21492,725
    
    
    
    79,274Financial Services:Interest income
    
    
    40,064
    
    
    
    48,087Service charges on deposits
    
    
    12,032
    
    
    
    15,048Other service charges and fees
    
    
    7,191
    
    
    
    7,378Securities activities, net
    
    
    (24
    )
    
    
    3,138Other non-interest income
    
    
    3,527
    
    
    
    2,52662,790
    
    
    
    76,177Total revenues
    
    
    155,515
    
    
    
    155,451Costs and ExpensesReal Estate and Other:Cost of sales of real estate
    
    
    9,675
    
    
    
    8,103Cost of sales of other resorts and communities operations
    
    
    13,967
    
    
    
    12,690Interest expense, net of interest capitalized
    
    
    18,625
    
    
    
    21,258Selling, general and administrative expenses
    
    
    51,798
    
    
    
    54,10494,065
    
    
    
    96,155Financial Services:Interest expense
    
    
    8,527
    
    
    
    11,844Provision for loan losses
    
    
    27,812
    
    
    
    30,755Employee compensation and benefits
    
    
    19,290
    
    
    
    25,378Occupancy and equipment
    
    
    12,585
    
    
    
    13,582Advertising and promotion
    
    
    1,695
    
    
    
    1,944Check losses
    
    
    299
    
    
    
    432Professional fees
    
    
    3,359
    
    
    
    2,887Supplies and postage
    
    
    902
    
    
    
    998Telecommunication
    
    
    575
    
    
    
    534Provision for tax certificates
    
    
    779
    
    
    
    733Lease termination costs
    
    
    (849
    )
    
    
    Employee termination costs
    
    
    (154
    )
    
    
    Impairment of loans held for sale
    
    
    628
    
    
    
    Impairment of real estate owned
    
    
    2,323
    
    
    
    143FDIC deposit insurance assessment
    
    
    3,305
    
    
    
    2,358Other expenses
    
    
    4,563
    
    
    
    5,02185,639
    
    
    
    96,609Total costs and expenses
    
    
    179,704
    
    
    
    192,764Gain on settlement of investment in subsidiary
    
    
    11,305
    
    
    
    Equity in earnings from unconsolidated affiliates
    
    
    1,777
    
    
    
    193Other income
    
    
    574
    
    
    
    438Loss from continuing operations before income taxes
    
    
    (10,533
    )
    
    
    (36,682
    )Less: Provision (benefit) for income taxes
    
    
    1,793
    
    
    
    (3,831
    )Loss from continuing operations
    
    
    (12,326
    )
    
    
    (32,851
    )Loss from discontinued operations
    
    
    
    
    
    
    (249
    )Net loss
    
    
    (12,326
    )
    
    
    (33,100
    )Less: Net loss attributable to noncontrolling interests
    
    
    (9,715
    )
    
    
    (13,320
    )Net loss attributable to BFC
    
    
    (2,611
    )
    
    
    (19,780
    )Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    $
    (2,799
    )
    
    
    (19,968
    )
 (CONTINUED)
 See Notes to Unaudited Consolidated Financial Statements.
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BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months EndedMarch 31,2011
    
    
    2010(As Revised)Basic and Diluted (Loss) Earnings Per Common Share
Attributable to BFC (Note 18):Basic Loss Per Common ShareLoss per share from continuing operations
    
    $
    (0.04
    )
    
    
    (0.26
    )Loss per share from discontinued operations
    
    
    
    
    
    
    Net loss per common share
    
    $
    (0.04
    )
    
    
    (0.26
    )Diluted Loss Per Common ShareLoss per share from continuing operations
    
    $
    (0.04
    )
    
    
    (0.26
    )Loss per share from discontinued operations
    
    
    
    
    
    
    Net loss per common share
    
    $
    (0.04
    )
    
    
    (0.26
    )Basic weighted average number of
common shares outstanding
    
    
    75,381
    
    
    
    75,376Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    75,381
    
    
    
    75,376Amounts attributable to BFC common shareholders:Loss from continuing operations
    
    $
    (2,799
    )
    
    
    (19,719
    )Loss from discontinued operations
    
    
    
    
    
    
    (249
    )Net loss
    
    $
    (2,799
    )
    
    
    (19,968
    )
 See Notes to Unaudited Consolidated Financial Statements.
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BFC Financial Corporation
 
 Consolidated Statements of Comprehensive Loss  Unaudited
(In thousands)
 For the Three Months EndedMarch 31,2011
    
    
    2010(As Revised)Net loss
    
    $
    (12,326
    )
    
    
    (33,100
    )Other comprehensive income, net of tax:Unrealized (losses) gains on securities available for sale, net
of tax of $0 in 2011 and $969 in 2010
    
    
    (864
    )
    
    
    2,470Realized gains reclassified into net loss
    
    
    
    
    
    
    (3,139
    )Other comprehensive income
    
    
    (864
    )
    
    
    (669
    )Comprehensive loss
    
    
    (13,190
    )
    
    
    (33,769
    )Less: Comprehensive loss attributable to noncontrolling interests
    
    
    (10,128
    )
    
    
    (14,712
    )Total comprehensive loss attributable to BFC
    
    $
    (3,062
    )
    
    
    (19,057
    )
 See Notes to Unaudited Consolidated Financial Statements.
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BFC Financial Corporation
 
 Consolidated Statement of Changes in Equity  Unaudited
For the Three Months Ended March 31, 2011  (In thousands)
 AccumulatedOtherCompre-
    
    Total
    
    Non-Shares of Common
    
    Class A
    
    Class B
    
    Additional
    
    
    
    
    
    hensive
    
    BFC
    
    controllingStock Outstanding
    
    Common
    
    Common
    
    Paid-in
    
    Accumulated
    
    Income
    
    Shareholders
    
    Interest in
    
    TotalClass A
    
    Class B
    
    Stock
    
    Stock
    
    Capital
    
    Deficit
    
    (Loss)
    
    Equity
    
    Subsidiaries
    
    EquityBalance, December 31, 2010
    
    
    68,521
    
    
    
    6,860
    
    
    $
    685
    
    
    $
    69
    
    
    $
    230,748
    
    
    $
    (88,853
    )
    
    $
    223
    
    
    $
    142,872
    
    
    $
    78,256
    
    
    $
    221,128Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,611
    )
    
    
    
    
    
    
    (2,611
    )
    
    
    (9,715
    )
    
    
    (12,326
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (451
    )
    
    
    (451
    )
    
    
    (413
    )
    
    
    (864
    )Net effect of subsidiaries capital
transactions attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    609
    
    
    
    
    
    
    
    
    
    
    
    609
    
    
    
    
    
    
    
    609Noncontrolling interest net effect of
subsidiaries capital transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,274
    )
    
    
    (3,274
    )Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    (188
    )Share-based compensation
related to stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165
    
    
    
    
    
    
    
    
    
    
    
    165
    
    
    
    
    
    
    
    165Balance, March 31, 2011
    
    
    68,521
    
    
    
    6,860
    
    
    $
    685
    
    
    $
    69
    
    
    $
    231,522
    
    
    $
    (91,652
    )
    
    $
    (228
    )
    
    $
    140,396
    
    
    $
    64,854
    
    
    $
    205,250
 See Notes to Unaudited Consolidated Financial Statements.
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BFC Financial Corporation
 
 Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Three Months EndedMarch 31,2011
    
    
    2010(As Revised)Net cash provided by operating activities
    
    $
    48,887
    
    
    
    29,102Investing activities:Proceeds from redemption and maturity of investment securities
and tax certificates
    
    
    20,767
    
    
    
    34,866Purchase of investment securities and tax certificates
    
    
    (9,415
    )
    
    
    (21,953
    )Purchase of securities available for sale
    
    
    (8,149
    )
    
    
    (13,351
    )Proceeds from sales of securities available for sale
    
    
    1,194
    
    
    
    68,963Proceeds from maturities of securities available for sale
    
    
    56,282
    
    
    
    32,138Proceeds from the maturities of interest bearing deposits
    
    
    2,480
    
    
    
    Decrease in restricted cash
    
    
    1,295
    
    
    
    6,707Distributions from unconsolidated affiliates
    
    
    139
    
    
    
    140Net repayments of loans
    
    
    135,346
    
    
    
    118,217Proceeds from the sales of loans
transferred to held for sale
    
    
    3,100
    
    
    
    26,421Improvements to real estate owned
    
    
    
    
    
    
    (779
    )Proceeds from sales of real estate owned
    
    
    3,245
    
    
    
    3,269Proceeds from the sale of office property and equipment
    
    
    106
    
    
    
    539Purchases of office property and equipment
    
    
    (980
    )
    
    
    (2,612
    )Net cash provided by investing activities
    
    
    205,410
    
    
    
    252,565Financing activities:Net increase in deposits
    
    
    113,815
    
    
    
    93,871Net repayments from FHLB advances
    
    
    (125,010
    )
    
    
    (130,000
    )Net (decrease) increase in securities
sold under agreements to repurchase
    
    
    (4,518
    )
    
    
    206Increase (decrease) in short term borrowings
    
    
    127
    
    
    
    (175
    )Prepayment of bonds payable
    
    
    
    
    
    
    (661
    )Repayment of notes, mortgage notes and bonds payable
    
    
    (53,472
    )
    
    
    (51,576
    )Proceeds from notes, mortgage notes and bonds payable
    
    
    9,238
    
    
    
    8,205Payments for debt issuance costs
    
    
    (742
    )
    
    
    Preferred stock dividends paid
    
    
    (188
    )
    
    
    (188
    )Proceeds from issuance of BankAtlantic Bancorp Class A common
stock
to non-BFC shareholders
    
    
    
    
    
    
    65Non-controlling interest distributions
    
    
    (3,871
    )
    
    
    (134
    )Net cash used in financing activities
    
    
    (64,621
    )
    
    
    (80,387
    )Increase in cash and cash equivalents
    
    
    189,676
    
    
    
    201,280Cash and cash equivalents at beginning of period
    
    
    588,846
    
    
    
    316,080Cash and cash equivalents held for sale
    
    
    (333
    )
    
    
    Cash and cash equivalents at end of period
    
    $
    778,189
    (a)
    
    
    517,360
 (CONTINUED)
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BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Three Months EndedMarch 31,2011
    
    2010(As Revised)Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    19,584
    
    
    
    21,215Income taxes paid
    
    
    3,277
    
    
    
    128Supplementary disclosure of non-cash investing and financing
activities:Loans and tax certificates transferred to real estate owned
    
    
    6,679
    
    
    
    7,503Long-lived assets held-for-use transferred to assets held for sale
    
    
    
    
    
    
    1,919Long-lived assets held-for-sale transferred to assets held for use
    
    
    
    
    
    
    1,239Decrease in BFC accumulated other comprehensive income, net of
taxes
    
    
    (451
    )
    
    
    723Net increase in BFC shareholders equity from
the effect of subsidiaries capital transactions, net of taxes
    
    
    609
    
    
    
    814Net decrease in equity resulting from cumulative effect of
change in accounting principle
    
    
    
    
    
    
    (2,569
    )
 
 (a)
    
    Includes interest bearing time deposits in other banks totaling $43.1
million as of March 31, 2011. These time deposits had original maturities of
greater than 90 days and are not considered cash equivalents. See Notes to Unaudited Consolidated Financial Statements.
 9




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##### Table of Contents



BFC Financial Corporation
 
 Notes to Unaudited Consolidated Financial Statements
 1. Presentation of Interim Financial Statements
     Revisions to Consolidated Financial Statements
  10




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##### Table of Contents



Loans and Debt Securities with Deteriorated Credit Quality
  11




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##### Table of Contents



For the Three Months EndedMarch 31, 2010(As Previously(As Revised)
    
    Reported)Revenues
    
    
    (1
    )
    
    $
    155,451
    
    
    
    152,180Costs and expenses
    
    
    (2
    )
    
    
    192,764
    
    
    
    192,780(37,313
    )
    
    
    (40,600
    )Equity in earnings from unconsolidated affiliates
    
    
    
    
    
    
    193
    
    
    
    4Other income
    
    
    
    
    
    
    438
    
    
    
    754Loss from continuing operations before income taxes
    
    
    
    
    
    
    (36,682
    )
    
    
    (39,842
    )Less: Benefit for income taxes
    
    
    (3
    )
    
    
    (3,831
    )
    
    
    (4,591
    )Loss from continuing operations
    
    
    
    
    
    
    (32,851
    )
    
    
    (35,251
    )Discontinued operations, net of income tax
    
    
    
    
    
    
    (249
    )
    
    
    (249
    )Net loss
    
    
    
    
    
    
    (33,100
    )
    
    
    (35,500
    )Less: Net loss attributable to noncontrolling interests
    
    
    (4
    )
    
    
    (13,320
    )
    
    
    (14,665
    )Net loss attributable to BFC
    
    
    
    
    
    
    (19,780
    )
    
    
    (20,835
    )Preferred Stock dividends
    
    
    
    
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    
    
    
    
    $
    (19,968
    )
    
    
    (21,023
    )Basic Loss per Common ShareLoss per share from continuing operations
    
    
    
    
    
    $
    (0.26
    )
    
    
    (0.28
    )Loss per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    Net loss per common share
    
    
    
    
    
    $
    (0.26
    )
    
    
    (0.28
    )Diluted Loss per Common ShareLoss per share from continuing operations
    
    
    
    
    
    $
    (0.26
    )
    
    
    (0.28
    )Loss per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    Net loss per common share
    
    
    
    
    
    $
    (0.26
    )
    
    
    (0.28
    )
 
 1)
    
    Includes revisions 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 Bluegreens acquired notes receivable.
The revisions increased revenues by approximately $4.4 million for the quarter ended
March 31, 2010.2)
    
    Includes certain revisions 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 in connection with
the Bluegreen share purchase. These revisions resulted in an increase to costs and
expenses by $1.3 million for the quarter ended March 31, 2010.3)
    
    Includes tax adjustments as they relate to the revisions noted above and the
recognition of income tax benefits associated with unrealized gains in accumulated
other comprehensive income at BankAtlantic Bancorp and BFC, which resulted in a net
decrease of $760,000 in the tax benefit for the quarter ended March 31, 2010.4)
    
    As a result of the revisions noted above, the net loss attributable to
noncontrolling interests decreased by $1.3 million for the quarter ended March 31,
2010. 12




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##### Table of Contents



As Reported
    
    
    As CorrectedAs of December 31, 2010
    
    
    As of December 31, 2010Residential
    
    
    Residential
    
    
    Residential
    
    
    ResidentialLoan-to-value ratios
    
    Interest Only
    
    
    Amortizing
    
    
    Interest Only
    
    
    AmortizingRatios not available
    
    $
    
    
    
    
    78,031
    
    
    
    59,520
    
    
    
    185,610=<60%
    
    
    107,063
    
    
    
    144,744
    
    
    
    47,605
    
    
    
    145,07560.1% - 70%
    
    
    118,679
    
    
    
    103,891
    
    
    
    33,005
    
    
    
    49,73270.1% - 80%
    
    
    290,840
    
    
    
    309,925
    
    
    
    37,808
    
    
    
    48,58680.1% - 90%
    
    
    17,055
    
    
    
    23,982
    
    
    
    47,574
    
    
    
    47,039>90.1%
    
    
    16,609
    
    
    
    13,212
    
    
    
    324,734
    
    
    
    197,743Total
    
    $
    550,246
    
    
    
    673,785
    
    
    
    550,246
    
    
    
    673,785
 2. Liquidity and Regulatory Considerations
 BFC
 Liquidity Considerations
     13




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##### Table of Contents



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
   14




---



##### Table of Contents



Core Communities
    15




---



##### Table of Contents



BankAtlantic Bancorp and BankAtlantic
 Regulatory Considerations
     16




---



##### Table of Contents



Liquidity Considerations
   3. Bluegreen Share Acquisition
  Revisions to Consolidated Financial Statements
 17




---



##### Table of Contents



4. Discontinued Operations
   March 31,2010Revenue and other income
    
    $
    1,834Costs and expenses
    
    
    2,083Loss before income taxes
    
    
    (249
    )Benefit for income taxes
    
    
    Loss from discontinued operations
    
    $
    (249
    )
 5. Assets Held for Sale
   March 31, 2011
    
    
    December 31, 2010ASSETSCash and cash equivalents
    
    $
    6,184
    
    
    
    5,850Office properties and equipment
    
    
    30,725
    
    
    
    31,484Total assets held for sale
    
    $
    36,909
    
    
    
    37,334LIABILITIESInterest bearing deposits
    
    $
    294,746
    
    
    
    255,630Non-interest bearing deposits
    
    
    95,686
    
    
    
    85,516Total deposits
    
    
    390,432
    
    
    
    341,146Accrued interest payable
    
    
    79
    
    
    
    87Total liabilities held for sale
    
    $
    390,511
    
    
    
    341,233
 18




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##### Table of Contents



6. Fair Value Measurement
  Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableMarch 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2011
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    103,790
    
    
    
    
    
    
    
    103,790
    
    
    
    REMICS (1)
    
    
    59,254
    
    
    
    
    
    
    
    59,254
    
    
    
    Agency bonds
    
    
    60,166
    
    
    
    
    
    
    
    60,166
    
    
    
    Municipal bonds
    
    
    133,918
    
    
    
    
    
    
    
    133,918
    
    
    
    Taxable securities
    
    
    17,620
    
    
    
    
    
    
    
    17,620
    
    
    
    Benihana Convertible
Preferred Stock
    
    
    20,951
    
    
    
    
    
    
    
    
    
    
    
    20,951Other equity securities
    
    
    18,800
    
    
    
    18,800
    
    
    
    
    
    
    
    Total
    
    $
    414,499
    
    
    
    18,800
    
    
    
    374,748
    
    
    
    20,951
 Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    112,042
    
    
    
    
    
    
    
    112,042
    
    
    
    REMICS(1)
    
    
    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
 
 (1)
    
    Real estate mortgage investment conduits (REMICS) are pass-through entities that hold
residential loans. Investors in these entities are issued ownership interests in the entities
in the form of a bond. The securities were issued by government agencies.  19




---



##### Table of Contents



BenihanaConvertiblePreferred StockBeginning Balance
    
    $
    21,106Total gains and losses (realized/unrealized)Included in earnings (or changes in net assets)
    
    
    Cumulative effect of change in accounting principle
    
    
    Included in other comprehensive
loss
    
    
    (155
    )Purchases, issuances, and settlements
    
    
    Transfers in and/or out of Level 3
    
    
    Balance at March 31, 2011
    
    $
    20,951
  RetainedInterests in
    
    
    
    
    
    BenihanaNotes
    
    
    
    
    
    Convertible
    
    EquityReceivable Sold
    
    Bonds
    
    Preferred Stock
    
    Securities
    
    TotalBeginning Balance
    
    $
    26,340
    
    
    
    250
    
    
    
    17,766
    
    
    
    
    
    
    
    44,356Total gains and losses
(realized/unrealized)Cumulative effect of change in
accounting principle
    
    
    (26,340
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,340
    )Included in other comprehensive
income
    
    
    
    
    
    
    
    
    
    
    2,481
    
    
    
    
    
    
    
    2,481Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at March 31, 2010
    
    $
    
    
    
    
    250
    
    
    
    20,247
    
    
    
    
    
    
    
    20,497
     20




---



##### Table of Contents



Fair Value Measurements UsingQuoted prices in
    
    
    
    
    
    
    
    
    
    TotalActive Markets
    
    Significant
    
    Significant
    
    Impairment (1)As of
    
    for Identical
    
    Other Observable
    
    Unobservable
    
    For the ThreeMarch 31,
    
    Assets
    
    Inputs
    
    Inputs
    
    Months EndedDescription
    
    2011
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    March 31, 2011Loans measured for
impairment using the fair value
of the underlying collateral
    
    $
    238,540
    
    
    
    
    
    
    
    
    
    
    
    238,540
    
    
    
    14,497Impairment of loans held for
sale
    
    
    33,664
    
    
    
    
    
    
    
    
    
    
    
    33,664
    
    
    
    4,479Impairment of real estate owned
    
    
    19,728
    
    
    
    
    
    
    
    
    
    
    
    19,728
    
    
    
    2,323Total
    
    $
    291,932
    
    
    
    
    
    
    
    
    
    
    
    291,932
    
    
    
    21,299
 Fair Value Measurements UsingQuoted prices in
    
    
    
    
    
    
    
    
    
    TotalActive Markets
    
    Significant
    
    Significant
    
    Impairments(1)As of
    
    for Identical
    
    Other Observable
    
    Unobservable
    
    For the ThreeMarch 31,
    
    Assets
    
    Inputs
    
    Inputs
    
    Months EndedDescription
    
    2010
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    March 31, 2010Loans measured for impairment
using the fair value of the
collateral
    
    $
    189,832
    
    
    
    
    
    
    
    
    
    
    
    189,832
    
    
    
    21,581Impaired real estate owned
    
    
    665
    
    
    
    
    
    
    
    
    
    
    
    665
    
    
    
    143Total
    
    $
    190,497
    
    
    
    
    
    
    
    
    
    
    
    190,497
    
    
    
    21,724
 
 (1)
    
    Total impairments represent the amount of loss recognized during the three months ended
March 31, 2011 and 2010 on assets that were measured at fair value as of those dates.  Loans Receivable Measured For Impairment
  21




---



##### Table of Contents



Loans Held for Sale
  Impaired Real Estate Owned
  Financial Disclosures about Fair Value of Financial Instruments
  March 31, 2011
    
    December 31, 2010Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    164,845
    
    
    
    164,845
    
    
    
    178,868
    
    
    
    178,868Interest bearing deposits in other banks
    
    
    656,424
    
    
    
    656,424
    
    
    
    455,538
    
    
    
    455,538Restricted cash
    
    
    60,954
    
    
    
    60,954
    
    
    
    62,249
    
    
    
    62,249Securities available for sale
    
    
    414,499
    
    
    
    414,499
    
    
    
    465,020
    
    
    
    465,020Investment securities
    
    
    1,833
    
    
    
    1,833
    
    
    
    2,033
    
    
    
    2,033Tax certificates
    
    
    77,837
    
    
    
    78,523
    
    
    
    89,789
    
    
    
    90,738Federal home loan bank stock
    
    
    43,557
    
    
    
    43,557
    
    
    
    43,557
    
    
    
    43,557Loans receivable including loans held for sale, net
    
    
    2,862,985
    
    
    
    2,565,616
    
    
    
    3,039,486
    
    
    
    2,689,890Notes receivable
    
    
    556,452
    
    
    
    591,000
    
    
    
    574,969
    
    
    
    623,000Financial liabilities:Deposits
    
    $
    4,005,006
    
    
    
    4,009,428
    
    
    
    3,891,190
    
    
    
    3,893,807Advances from FHLB
    
    
    45,000
    
    
    
    44,994
    
    
    
    170,000
    
    
    
    170,038Securities sold under agreements to repurchase and
other short term borrowings
    
    
    18,373
    
    
    
    18,373
    
    
    
    22,764
    
    
    
    22,764Receivable-backed notes payable
    
    
    536,407
    
    
    
    520,039
    
    
    
    569,214
    
    
    
    560,728Notes and mortgage notes payable and other
borrowings
    
    
    228,867
    
    
    
    227,865
    
    
    
    239,571
    
    
    
    224,866Junior subordinated debentures
    
    
    465,453
    
    
    
    249,922
    
    
    
    461,568
    
    
    
    220,080
  22




---



##### Table of Contents



23




---



##### Table of Contents



Derivatives
   Contract
    
    
    Expiration
    
    
    Strike
    
    
    
    
    
    
    FairAmount
    
    
    Date
    
    
    Price
    
    
    Premium
    
    
    Value
    400
    
    
    11-Apr
    
    $
    1.34
    
    
    $
    31
    
    
    
    
    400
    
    
    
    
    
    
    
    
    
    
    $
    31
    
    
    
    
  7. Securities Available for Sale
  As of March 31, 2011Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    97,370
    
    
    
    6,420
    
    
    
    
    
    
    
    103,790Agency bonds
    
    
    60,000
    
    
    
    166
    
    
    
    
    
    
    
    60,166REMICS
    
    
    56,957
    
    
    
    2,297
    
    
    
    
    
    
    
    59,254Total
    
    
    214,327
    
    
    
    8,883
    
    
    
    
    
    
    
    223,210Investment securities:Municipal bonds
    
    
    133,747
    
    
    
    171
    
    
    
    
    
    
    
    133,918Other bonds
    
    
    17,624
    
    
    
    8
    
    
    
    12
    
    
    
    17,620Benihana Convertible
Preferred Stock
    
    
    16,426
    
    
    
    4,525
    
    
    
    
    
    
    
    20,951Equity and other securities
    
    
    18,624
    
    
    
    178
    
    
    
    2
    
    
    
    18,800Total investment securities
    
    
    186,421
    
    
    
    4,882
    
    
    
    14
    
    
    
    191,289Total
    
    $
    400,748
    
    
    
    13,765
    
    
    
    14
    
    
    
    414,499
 24




---



##### Table of Contents



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
    
    
    
    
    
    
    
    60,143REMICS
    
    
    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 March 31, 2011Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesTaxable Securities
    
    $
    12,767
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12,767
    
    
    
    12Equity securities
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    2
    
    
    
    8
    
    
    
    2Total available for
sale securities:
    
    $
    12,767
    
    
    
    12
    
    
    
    8
    
    
    
    2
    
    
    
    12,775
    
    
    
    14
 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
    )
   25




---



##### Table of Contents



Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairMarch 31, 2011 (1)
    
    Cost
    
    
    ValueDue within one year
    
    $
    150,113
    
    
    
    150,272Due after one year, but within five years
    
    
    61,347
    
    
    
    61,524Due after five years, but within ten years
    
    
    19,775
    
    
    
    20,500Due after ten years
    
    
    134,463
    
    
    
    142,452Total
    
    $
    365,698
    
    
    
    374,748
 
 (1)
    
    Scheduled maturities in the above table are based on
contractual maturities which may vary significantly from actual
maturities due to prepayments.  For the Three MonthsEnded March 31,2011
    
    
    2010Gross gains on securities sales
    
    $
    
    
    
    
    3,138Gross losses on securities sales
    
    
    24
    
    
    
    Proceed from sales of securities
    
    
    
    
    
    
    46,907
 BFC  Benihana Investment
    26




---



##### Table of Contents



8. Loans Receivable
  March 31,
    
    
    December 31,2011
    
    
    2010Commercial non-real estate
    
    $
    132,456
    
    
    
    135,588Commercial real estate:Residential
    
    
    115,775
    
    
    
    133,155Land
    
    
    35,701
    
    
    
    58,040Owner occupied
    
    
    104,704
    
    
    
    111,097Other
    
    
    582,724
    
    
    
    592,538Small Business:
    
    
    
    
    
    
    Real estate
    
    
    200,394
    
    
    
    203,479Non-real estate
    
    
    95,822
    
    
    
    99,190Consumer:
    
    
    
    
    
    
    Consumer  home equity
    
    
    590,771
    
    
    
    604,228Consumer other
    
    
    15,633
    
    
    
    16,068Deposit overdrafts
    
    
    3,717
    
    
    
    3,091Residential:
    
    
    
    
    
    
    Residential-interest only
    
    
    475,683
    
    
    
    541,788Residential-amortizing
    
    
    613,167
    
    
    
    671,948Total gross loans
    
    
    2,966,547
    
    
    
    3,170,210Adjustments:Premiums, discounts and net deferred fees
    
    
    2,034
    
    
    
    1,650Allowance for loan losses
    
    
    (155,051
    )
    
    
    (162,139
    )Loans receivable  net
    
    $
    2,813,530
    
    
    
    3,009,721Loans held for sale
    
    $
    49,455
    
    
    
    29,765
   March 31,
    
    
    December 31,Loan Class
    
    2011
    
    
    2010Commercial non-real estate
    
    $
    17,384
    
    
    
    17,659Commercial real estate:Residential
    
    
    87,343
    
    
    
    95,482Land
    
    
    20,157
    
    
    
    27,260Owner occupied
    
    
    7,334
    
    
    
    4,870Other
    
    
    134,788
    
    
    
    128,658Small business:Real estate
    
    
    9,841
    
    
    
    8,928Non-real estate
    
    
    2,331
    
    
    
    1,951Consumer
    
    
    13,231
    
    
    
    14,120Residential:Residential-interest only
    
    
    37,463
    
    
    
    38,900Residential-amortizing
    
    
    44,092
    
    
    
    47,639Total
    
    $
    373,964
    
    
    
    385,467
  27




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##### Table of Contents



31-59 Days
    
    
    60-89 Days
    
    
    90 Days
    
    
    Total
    
    
    
    
    
    
    LoansMarch 31, 2011
    
    Past Due
    
    
    Past Due
    
    
    or More
    
    
    Past Due
    
    
    Current
    
    
    Receivable (1)Commercial non-real
estate
    
    $
    21,779
    
    
    
    
    
    
    
    13,373
    
    
    
    35,152
    
    
    
    97,304
    
    
    
    132,456Commercial real
estate:Residential
    
    
    1,961
    
    
    
    
    
    
    
    51,423
    
    
    
    53,384
    
    
    
    67,304
    
    
    
    120,688Land
    
    
    
    
    
    
    303
    
    
    
    16,413
    
    
    
    16,716
    
    
    
    28,072
    
    
    
    44,788Owner occupied
    
    
    866
    
    
    
    
    
    
    
    3,861
    
    
    
    4,727
    
    
    
    101,458
    
    
    
    106,185Other
    
    
    9,417
    
    
    
    2,451
    
    
    
    53,197
    
    
    
    65,065
    
    
    
    527,112
    
    
    
    592,177Small business:Real estate
    
    
    1,932
    
    
    
    1,632
    
    
    
    6,618
    
    
    
    10,182
    
    
    
    190,212
    
    
    
    200,394Non-real estate
    
    
    17
    
    
    
    425
    
    
    
    
    
    
    
    442
    
    
    
    95,380
    
    
    
    95,822Consumer
    
    
    6,645
    
    
    
    5,332
    
    
    
    13,234
    
    
    
    25,211
    
    
    
    584,910
    
    
    
    610,121Residential:Residential-interest
only
    
    
    3,633
    
    
    
    5,649
    
    
    
    37,249
    
    
    
    46,531
    
    
    
    447,533
    
    
    
    494,064Residential-amortizing
    
    
    6,899
    
    
    
    4,669
    
    
    
    43,702
    
    
    
    55,270
    
    
    
    573,970
    
    
    
    629,240Total
    
    $
    53,149
    
    
    
    20,461
    
    
    
    239,070
    
    
    
    312,680
    
    
    
    2,713,256
    
    
    
    3,025,935
 
 (1)
    
    Total loans receivable exclude purchase accounting of $7.9 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. Total31-59 Days
    
    60-89 Days
    
    90 Days
    
    Total
    
    
    
    
    
    LoansDecember 31, 2010
    
    Past 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
    
    $
    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. 28




---



##### Table of Contents



CommercialCommercial
    
    Real
    
    SmallNon-Real Estate
    
    Estate
    
    Business
    
    Consumer
    
    Residential
    
    TotalAllowance for Loan Losses:Beginning balance
    
    $
    10,786
    
    
    
    83,859
    
    
    
    11,514
    
    
    
    32,043
    
    
    
    23,937
    
    
    
    162,139Charge-offs:
    
    
    (464
    )
    
    
    (11,277
    )
    
    
    (2,611
    )
    
    
    (7,814
    )
    
    
    (8,011
    )
    
    
    (30,177
    )Recoveries :
    
    
    791
    
    
    
    718
    
    
    
    310
    
    
    
    408
    
    
    
    131
    
    
    
    2,358Provision :
    
    
    (405
    )
    
    
    7,232
    
    
    
    912
    
    
    
    2,874
    
    
    
    17,199
    
    
    
    27,812Transfer to held for sale:
    
    
    
    
    
    
    (1,390
    )
    
    
    
    
    
    
    
    
    
    
    (5,691
    )
    
    
    (7,081
    )Ending balance
    
    $
    10,708
    
    
    
    79,142
    
    
    
    10,125
    
    
    
    27,511
    
    
    
    27,565
    
    
    
    155,051Ending balance individually
evaluated for impairment
    
    $
    9,024
    
    
    
    59,274
    
    
    
    1,565
    
    
    
    1,453
    
    
    
    7,369
    
    
    
    78,685Ending balance collectively
evaluated for impairment
    
    
    1,684
    
    
    
    19,868
    
    
    
    8,560
    
    
    
    26,058
    
    
    
    20,196
    
    
    
    76,366Total
    
    $
    10,708
    
    
    
    79,142
    
    
    
    10,125
    
    
    
    27,511
    
    
    
    27,565
    
    
    
    155,051Loans receivable:Ending balance individually
evaluated for impairment
    
    $
    16,495
    
    
    
    343,809
    
    
    
    10,562
    
    
    
    24,033
    
    
    
    84,667
    
    
    
    479,566Ending balance collectively
evaluated for impairment
    
    $
    115,961
    
    
    
    520,029
    
    
    
    285,654
    
    
    
    586,088
    
    
    
    1,038,637
    
    
    
    2,546,369Total (1)
    
    $
    132,456
    
    
    
    863,838
    
    
    
    296,216
    
    
    
    610,121
    
    
    
    1,123,304
    
    
    
    3,025,935Purchases of loans
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,864
    
    
    
    3,864Proceeds from loan sales
    
    $
    
    
    
    
    3,100
    
    
    
    
    
    
    
    
    
    
    
    7,618
    
    
    
    10,718Transfer to held for sale
    
    $
    
    
    
    
    2,450
    
    
    
    
    
    
    
    
    
    
    
    25,072
    
    
    
    27,522
 
 (1)
    
    Total loans receivable exclude purchase accounting of $7.9 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.  For The ThreeMonths EndedMarch 31, 2010Balance, beginning of period
    
    $
    187,218Loans charged-off
    
    
    (41,423
    )Recoveries of loans previously charged-off
    
    
    1,047Net charge-offs
    
    
    (40,376
    )Provision for loan losses
    
    
    30,755Balance, end of period
    
    $
    177,597
 Impaired Loans
 29




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##### Table of Contents



Unpaid
    
    
    
    
    
    Average
    
    InterestRecorded
    
    Principal
    
    Related
    
    Recorded
    
    IncomeInvestment
    
    Balance
    
    Allowance
    
    Investment
    
    RecognizedWith an allowance recorded:Commercial non-real estate
    
    $
    15,106
    
    
    
    15,106
    
    
    
    9,024
    
    
    
    15,958
    
    
    
    16Commercial real estate:Residential
    
    
    93,919
    
    
    
    126,982
    
    
    
    21,299
    
    
    
    87,825
    
    
    
    435Land
    
    
    5,428
    
    
    
    5,428
    
    
    
    1,652
    
    
    
    10,319
    
    
    
    42Owner occupied
    
    
    4,165
    
    
    
    4,165
    
    
    
    667
    
    
    
    2,930
    
    
    
    Other
    
    
    114,736
    
    
    
    118,006
    
    
    
    35,657
    
    
    
    105,215
    
    
    
    404Small business:Real estate
    
    
    7,982
    
    
    
    7,982
    
    
    
    269
    
    
    
    5,292
    
    
    
    14Non-real estate
    
    
    1,948
    
    
    
    1,948
    
    
    
    1,296
    
    
    
    1,864
    
    
    
    17Consumer
    
    
    17,248
    
    
    
    18,286
    
    
    
    1,453
    
    
    
    10,489
    
    
    
    Residential:Residential-interest only
    
    
    17,458
    
    
    
    22,376
    
    
    
    4,097
    
    
    
    24,632
    
    
    
    Residential-amortizing
    
    
    15,802
    
    
    
    19,177
    
    
    
    3,272
    
    
    
    20,211
    
    
    
    Total with allowance recorded
    
    $
    293,792
    
    
    
    339,456
    
    
    
    78,686
    
    
    
    284,735
    
    
    
    928With no related allowance
recorded:Commercial non-real estate
    
    $
    2,925
    
    
    
    2,925
    
    
    
    
    
    
    
    2,211
    
    
    
    7Commercial real estate:Residential
    
    
    24,416
    
    
    
    58,741
    
    
    
    
    
    
    
    34,626
    
    
    
    91Land
    
    
    16,716
    
    
    
    51,431
    
    
    
    
    
    
    
    15,378
    
    
    
    Owner occupied
    
    
    3,916
    
    
    
    3,916
    
    
    
    
    
    
    
    3,919
    
    
    
    36Other
    
    
    79,167
    
    
    
    93,372
    
    
    
    
    
    
    
    80,269
    
    
    
    614Small business:Real estate
    
    
    9,461
    
    
    
    11,026
    
    
    
    
    
    
    
    12,594
    
    
    
    148Non-real estate
    
    
    805
    
    
    
    971
    
    
    
    
    
    
    
    489
    
    
    
    14Consumer
    
    
    9,326
    
    
    
    12,791
    
    
    
    
    
    
    
    16,178
    
    
    
    111Residential:Residential-interest only
    
    
    20,339
    
    
    
    32,282
    
    
    
    
    
    
    
    13,883
    
    
    
    4Residential-amortizing
    
    
    31,425
    
    
    
    42,450
    
    
    
    
    
    
    
    28,544
    
    
    
    34Total with no allowance recorded
    
    $
    198,496
    
    
    
    309,905
    
    
    
    
    
    
    
    208,091
    
    
    
    1,059Commercial non-real estate
    
    $
    18,031
    
    
    
    18,031
    
    
    
    9,024
    
    
    
    18,169
    
    
    
    23Commercial real estate
    
    
    342,463
    
    
    
    462,041
    
    
    
    59,275
    
    
    
    340,481
    
    
    
    1,622Small business
    
    
    20,196
    
    
    
    21,927
    
    
    
    1,565
    
    
    
    20,239
    
    
    
    193Consumer
    
    
    26,574
    
    
    
    31,077
    
    
    
    1,453
    
    
    
    26,667
    
    
    
    111Residential
    
    
    85,024
    
    
    
    116,285
    
    
    
    7,369
    
    
    
    87,270
    
    
    
    38Total
    
    $
    492,288
    
    
    
    649,361
    
    
    
    78,686
    
    
    
    492,826
    
    
    
    1,987
 30




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##### Table of Contents



Unpaid
    
    
    
    
    
    Average
    
    InterestRecorded
    
    Principal
    
    Related
    
    Recorded
    
    IncomeInvestment
    
    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
    
    
    
    
    
    
    
    358
    
    
    
    Consumer
    
    
    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
   31




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##### Table of Contents



Credit Quality Information
         Commercial
    
    
    
    
    
    
    
    
    
    Owner Occupied
    
    Other
    
    Small
    
    SmallNon-
    
    Commercial
    
    Commercial
    
    Commercial
    
    Commercial
    
    Business
    
    BusinessMarch 31, 2011
    
    Real Estate
    
    Residential
    
    Land
    
    Real Estate
    
    Real Estate
    
    Real Estate
    
    Non-Real EstateGrade:Grades 1 to 7
    
    $
    80,374
    
    
    
    2,353
    
    
    
    22,190
    
    
    
    94,569
    
    
    
    278,162
    
    
    
    169,250
    
    
    
    80,864Grade 10
    
    
    11,743
    
    
    
    7,441
    
    
    
    
    
    
    
    701
    
    
    
    124,154
    
    
    
    3,085
    
    
    
    3,548Grade 11
    
    
    40,339
    
    
    
    110,894
    
    
    
    22,598
    
    
    
    10,915
    
    
    
    189,861
    
    
    
    28,059
    
    
    
    11,410Total
    
    $
    132,456
    
    
    
    120,688
    
    
    
    44,788
    
    
    
    106,185
    
    
    
    592,177
    
    
    
    200,394
    
    
    
    95,822
 Commercial
    
    
    
    
    
    
    
    
    
    Owner Occupied
    
    Other
    
    Small
    
    SmallNon
    
    Commercial
    
    Commercial
    
    Commercial
    
    Commercial
    
    Business
    
    BusinessDecember 31, 2010
    
    Real 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
  32




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##### Table of Contents



As Corrected (3)As of March 31, 2011
    
    
    As of December 31, 2010Residential
    
    
    Residential
    
    
    Residential
    
    
    ResidentialLoan-to-value ratios (1)
    
    Interest Only
    
    
    Amortizing
    
    
    Interest Only
    
    
    AmortizingRatios not available (2)
    
    $
    50,085
    
    
    
    178,820
    
    
    
    59,520
    
    
    
    185,610=<60%
    
    
    41,122
    
    
    
    127,192
    
    
    
    47,605
    
    
    
    145,07560.1% - 70%
    
    
    29,140
    
    
    
    45,496
    
    
    
    33,005
    
    
    
    49,73270.1% - 80%
    
    
    33,881
    
    
    
    42,833
    
    
    
    37,808
    
    
    
    48,58680.1% - 90%
    
    
    42,520
    
    
    
    43,390
    
    
    
    47,574
    
    
    
    47,039>90.1%
    
    
    297,316
    
    
    
    190,028
    
    
    
    324,734
    
    
    
    197,743Total
    
    $
    494,064
    
    
    
    627,759
    
    
    
    550,246
    
    
    
    673,785
 
 (1)
    
    Current loan-to-value ratios (LTV) for the majority of the portfolio were obtained as of
the first quarter of 2010 based on automated valuation models.(2)
    
    Ratios not available consisted of property addresses not in the automated valuation database,
and $77.3 million and $78.0 million as of March 31, 2011 and December 31, 2010, respectively,
of loans originated under the community reinvestment act program that are not monitored based
on loan-to-value.(3)
    
    The principal amount of BankAtlantic Bancorps residential loans set forth in the table in
Note 10 to the Companys financial statements in the Companys Form 10-K for the year ended
December 31, 2010 were incorrectly identified as reflecting loan-to-value ratios obtained as
of the first quarter of 2010 when in fact the amounts instead reflected loan-to-value ratios
as of the date of loan origination. The above table labeled As Corrected reflects
loan-to-value ratios as of December 31, 2010 based on first quarter of 2010 valuations.   March 31,
    
    
    December 31,2011
    
    
    2010Consumer
    
    
    ConsumerHome
    
    
    HomeLoan-to-value ratios
    
    Equity
    
    
    Equity<70%
    
    $
    359,593
    
    
    
    363,65370.1% - 80%
    
    
    103,181
    
    
    
    106,18080.1% - 90%
    
    
    69,233
    
    
    
    72,52990.1% -100%
    
    
    45,957
    
    
    
    48,537>100%
    
    
    12,807
    
    
    
    13,329Total
    
    $
    590,771
    
    
    
    604,228
  33




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##### Table of Contents



9. Notes Receivable
  March 31,
    
    
    December 31,2011
    
    
    2010Notes receivable, gross
    
    $
    681,960
    
    
    
    712,145Purchase accounting adjustment
    
    
    (39,138
    )
    
    
    (43,778
    )Notes receivable, net of discount
    
    
    642,822
    
    
    
    668,367Allowance for loan losses
    
    
    (86,370
    )
    
    
    (93,398
    )Notes receivable, net
    
    $
    556,452
    
    
    
    574,969
 Loans and Debt Securities Acquired with Deteriorated Credit
Quality
  Accretable Yield
 March 31,
    
    
    December 31,2011
    
    
    2010Balance at beginning of period
    
    $
    85,906
    
    
    
    102,665Accretion
    
    
    (11,076
    )
    
    
    (29,065
    )Reclassification from nonaccretable yield
    
    
    8,200
    
    
    
    12,306Balance, at end of period
    
    $
    83,030
    
    
    
    85,906
   Allowance for uncollectible notes receivable
  Balance at December 31, 2010 (a)
    
    $
    93,398Provision for loan losses
    
    
    4,664Write-offs of uncollectible receivables
    
    
    (11,692
    )Balance at March 31, 2011
    
    $
    86,370
 
 (a)
    
    Allowance for uncollectible notes receivable represents the amount attributable to new
loan originations subsequent to the date of our acquisition of a controlling interest in
Bluegreen (November 16, 2009). 34




---



##### Table of Contents



March 31,
    
    
    December 31,2011
    
    
    2010Current
    
    $
    630,834
    
    
    
    655,30431-60 days
    
    
    9,138
    
    
    
    12,06361-90 days
    
    
    7,216
    
    
    
    10,228Over 91 days
    
    
    28,403
    
    
    
    27,785Purchase accounting adjustment
    
    
    (39,138
    )
    
    
    (43,778
    )Notes receivable, net of purchase accounting
adjustment
    
    
    636,453
    
    
    
    661,602Allowance for loan losses
    
    
    (86,370
    )
    
    
    (93,398
    )Notes receivable, net
    
    $
    550,083
    
    
    
    568,204
 10. Variable Interest Entities  Bluegreen
     35




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##### Table of Contents



11. Real Estate Inventory
  March 31,
    
    
    December 31,2011
    
    
    2010Land and land development costs
    
    $
    107,574
    
    
    
    107,161Bluegreen Resorts
    
    
    223,717
    
    
    
    230,346Other costs
    
    
    461
    
    
    
    554Land and facilities held for sale
    
    
    5,436
    
    
    
    5,436Total
    
    $
    337,188
    
    
    
    343,497
    12. Debt
 Woodbridge
  Core
  36




---



##### Table of Contents



Bluegreen
   RFA AD&C Facility
 H4BG Communities Facility.
 Wells Fargo Term Loan.
 Receivable-Backed Notes Payable
  2011 Liberty Bank Facility
   NBA Receivables Facility.
  BB&T Purchase Facility.
 37




---



##### Table of Contents



Quorum Purchase Facility.
 Other Facilities.
 Junior Subordinated Debentures
 Junior Subordinated Debentures Debt
     13. Interest Expense
  For the Three Months Ended,March 31,2011
    
    
    2010As RevisedReal Estate and Other:Interest incurred on borrowings
    
    $
    18,690
    
    
    
    21,329Interest capitalized
    
    
    (65
    )
    
    
    (71
    )18,625
    
    
    
    21,258Financial Services:Interest on deposits
    
    
    4,398
    
    
    
    7,087Interest on advances from FHLB
    
    
    115
    
    
    
    958Interest on short term borrowings
    
    
    6
    
    
    
    8Interest on debentures and bonds payable
    
    
    4,008
    
    
    
    3,7918,527
    
    
    
    11,844Total interest expense
    
    $
    27,152
    
    
    
    33,102
 38




---



##### Table of Contents



14. Noncontrolling Interests
  March 31,
    
    
    December 31,2011
    
    
    2010BankAtlantic Bancorp
    
    $
    (5,084
    )
    
    
    7,823Bluegreen
    
    
    46,176
    
    
    
    44,362Joint ventures
    
    
    23,762
    
    
    
    26,071$
    64,854
    
    
    
    78,256
  For the Three Months EndedMarch 31,2011
    
    
    2010(As Revised)Noncontrolling Interests 
Continuing OperationsBankAtlantic Bancorp
    
    $
    (12,694
    )
    
    
    (13,019
    )Bluegreen
    
    
    1,417
    
    
    
    (1,493
    )Joint ventures
    
    
    1,562
    
    
    
    1,192$
    (9,715
    )
    
    
    (13,320
    )
 15. Segment Reporting
       BFC Activities
  39




---



##### Table of Contents



Real Estate Operations
  Bluegreen Resorts
  Bluegreen Communities
   BankAtlantic
  BankAtlantic Bancorp Parent Company
  40




---



##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2011
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    36,334
    
    
    
    5,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,623Other resorts and communities operations revenue
    
    
    
    
    
    
    
    
    
    
    17,200
    
    
    
    434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,634Other revenues
    
    
    271
    
    
    
    17
    
    
    
    10,764
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    11,035Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,420
    
    
    
    89
    
    
    
    22,988
    
    
    
    62,497Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,913
    
    
    
    209
    
    
    
    (396
    )
    
    
    22,726Total revenues
    
    
    271
    
    
    
    17
    
    
    
    64,298
    
    
    
    5,723
    
    
    
    62,333
    
    
    
    298
    
    
    
    22,575
    
    
    
    155,515Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    7,225
    
    
    
    2,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,675Cost of sale of other resorts and
communities operations
    
    
    
    
    
    
    
    
    
    
    13,081
    
    
    
    886
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,967Interest expense
    
    
    1,361
    
    
    
    1,402
    
    
    
    
    
    
    
    
    
    
    
    4,716
    
    
    
    3,784
    
    
    
    15,889
    
    
    
    27,152Provision/(reversal of provision) for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,832
    
    
    
    (20
    )
    
    
    
    
    
    
    27,812Selling, general and administrative
    
    
    5,376
    
    
    
    489
    
    
    
    32,530
    
    
    
    2,407
    
    
    
    
    
    
    
    
    
    
    
    10,996
    
    
    
    51,798Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,154
    
    
    
    3,432
    
    
    
    (286
    )
    
    
    49,300Total costs and expenses
    
    
    6,737
    
    
    
    1,891
    
    
    
    52,836
    
    
    
    5,743
    
    
    
    78,702
    
    
    
    7,196
    
    
    
    26,599
    
    
    
    179,704Gain on settlement of investment in Woodbridges
subsidiary
    
    
    
    
    
    
    11,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,305Equity in earnings from unconsolidated affiliates
    
    
    1,361
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    381
    
    
    
    35
    
    
    
    1,777Other income
    
    
    1,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (744
    )
    
    
    574(Loss) income from continuing operations before income
taxes
    
    
    (3,787
    )
    
    
    9,431
    
    
    
    11,462
    
    
    
    (20
    )
    
    
    (16,369
    )
    
    
    (6,517
    )
    
    
    (4,733
    )
    
    
    (10,533
    )Less: Provision (benefit) for income taxes
    
    
    (144
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1,936
    
    
    
    1,793(Loss) income from continuing operations
    
    
    (3,643
    )
    
    
    9,431
    
    
    
    11,462
    
    
    
    (20
    )
    
    
    (16,370
    )
    
    
    (6,517
    )
    
    
    (6,669
    )
    
    
    (12,326
    )Net (loss) income
    
    $
    (3,643
    )
    
    
    9,431
    
    
    
    11,462
    
    
    
    (20
    )
    
    
    (16,370
    )
    
    
    (6,517
    )
    
    
    (6,669
    )
    
    
    (12,326
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,715
    )
    
    
    (9,715
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,046
    
    
    
    (2,611
    )Total assets
    
    $
    90,352
    
    
    
    36,539
    
    
    
    839,564
    
    
    
    89,836
    
    
    
    4,424,566
    
    
    
    317,860
    
    
    
    (73,265
    )
    
    
    5,725,452
 41




---



##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    SegmentActivities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    Total2010
    
    (As Revised)
    
    
    (As Revised)
    
    
    (As Revised)
    
    
    (As Revised)
    
    
    
    
    
    
    
    
    
    
    (As Revised)
    
    
    (As Revised)Revenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    24,606
    
    
    
    3,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,852Other resorts and communities operations revenue
    
    
    
    
    
    
    
    
    
    
    15,670
    
    
    
    351
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,021Other real estate revenues
    
    
    387
    
    
    
    637
    
    
    
    10,180
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    11,187Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,715
    
    
    
    78
    
    
    
    24,508
    
    
    
    72,301Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,257
    
    
    
    269
    
    
    
    (436
    )
    
    
    28,090Total revenues
    
    
    387
    
    
    
    637
    
    
    
    50,456
    
    
    
    3,597
    
    
    
    75,972
    
    
    
    347
    
    
    
    24,055
    
    
    
    155,451Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    5,368
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,103Cost of sale of other revenues
    
    
    
    
    
    
    
    
    
    
    11,943
    
    
    
    747
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,690Interest expense
    
    
    1,838
    
    
    
    3,310
    
    
    
    
    
    
    
    
    
    
    
    8,256
    
    
    
    3,563
    
    
    
    16,135
    
    
    
    33,102Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,034
    
    
    
    (1,279
    )
    
    
    
    
    
    
    30,755Selling, general and administrative
    
    
    6,487
    
    
    
    2,659
    
    
    
    29,432
    
    
    
    2,624
    
    
    
    
    
    
    
    
    
    
    
    12,902
    
    
    
    54,104Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,721
    
    
    
    1,644
    
    
    
    (355
    )
    
    
    54,010Total costs and expenses
    
    
    8,325
    
    
    
    5,969
    
    
    
    44,110
    
    
    
    8,739
    
    
    
    93,011
    
    
    
    3,928
    
    
    
    28,682
    
    
    
    192,764Earnings in earnings from unconsolidated affiliates
    
    
    (31
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189
    
    
    
    35
    
    
    
    193Other income
    
    
    1,394
    
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,009
    )
    
    
    438Income (Loss) from continuing operations before
income taxes
    
    
    (6,575
    )
    
    
    (5,279
    )
    
    
    6,346
    
    
    
    (5,142
    )
    
    
    (17,039
    )
    
    
    (3,392
    )
    
    
    (5,601
    )
    
    
    (36,682
    )Less: Provision (benefit) for income taxes
    
    
    (1,167
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    
    
    
    
    (2,754
    )
    
    
    (3,831
    )(Loss) income from continuing operations
    
    
    (5,408
    )
    
    
    (5,279
    )
    
    
    6,346
    
    
    
    (5,142
    )
    
    
    (17,129
    )
    
    
    (3,392
    )
    
    
    (2,847
    )
    
    
    (32,851
    )Loss from discontinued operations
    
    
    
    
    
    
    (249
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (249
    )Net (loss) income
    
    $
    (5,408
    )
    
    
    (5,528
    )
    
    
    6,346
    
    
    
    (5,142
    )
    
    
    (17,129
    )
    
    
    (3,392
    )
    
    
    (2,847
    )
    
    
    (33,100
    )Less: Net loss attributable to noncontrolling
interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,320
    )
    
    
    (13,320
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,473
    
    
    
    (19,780
    )Total assets
    
    $
    117,380
    
    
    
    255,510
    
    
    
    914,345
    
    
    
    105,457
    
    
    
    4,688,001
    
    
    
    432,225
    
    
    
    (162,352
    )
    
    
    6,350,566
 42




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##### Table of Contents



16. Commitments and Contingencies
 BFC
     Woodbridge
  43




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##### Table of Contents



Bluegreen
  Destin, Florida Deposit Dispute Lawsuit
 Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.; Hubert A. Laird; and MSB of Destin, Inc.,
 44




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##### Table of Contents



Inquiry into Consumer Matters by the Office of the Florida Attorney General
  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.
 Schawrz, et al. Lawsuit Regarding Community Amenities
 Paul A. Schwarz and Barbara
S. Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
 45




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##### Table of Contents



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.,
 BankAtlantic Bancorp
  March 31,
    
    December 31,2011
    
    2010Commitments to sell fixed rate residential loans
    
    $
    5,580
    
    
    
    14,408Commitments to originate loans held for sale
    
    
    4,098
    
    
    
    12,571Commitments to originate loans held to maturity
    
    
    23,446
    
    
    
    10,693Commitments to purchase residential loans
    
    
    12,987
    
    
    
    2,590Commitments to extend credit, including the undisbursed
portion of loans in process
    
    
    363,682
    
    
    
    357,730Standby letters of credit
    
    
    8,592
    
    
    
    9,804Commercial lines of credit
    
    
    87,479
    
    
    
    77,144
     46




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##### Table of Contents



Class action securities litigation
    Class Action Overdraft Processing Litigation
  Office of Thrift Supervision Overdraft Processing Investigation
  47




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##### Table of Contents



Securities and Exchange Commission Investigation
   Concentration of Credit Risk
   17. Certain Relationships and Related Party Transactions
  48




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##### Table of Contents



BankAtlanticBFC
    
    Bancorp
    

    Bluegreen(in thousands)For the Three Months Ended March 31, 2011Shared service income (expense)
    
    
    (a
    )
    
    $
    381
    
    
    
    (291
    )
    
    
    (90
    )Facilities cost and
information technology
    
    
    (b
    )
    
    $
    (111
    )
    
    
    99
    
    
    
    12For the Three Months Ended March 31, 2010Shared service income (expense)
    
    
    (a
    )
    
    $
    594
    
    
    
    (492
    )
    
    
    (102
    )Facilities cost and
information technology
    
    
    (b
    )
    
    $
    (139
    )
    
    
    126
    
    
    
    13
 
 (a)
    
    Pursuant to the terms of shared service agreements, subsidiaries
of BFC provide human resources, risk management, investor
relations, executive office administration and other services to
BankAtlantic Bancorp and 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 office facilities cost relating to BFC and its
shared service operations. BFC also pays BankAtlantic for
information technology related services pursuant to a separate
agreement. For information technology related services, BFC paid
BankAtlantic approximately $16,000 and $45,000 during the three
month periods ended March 31, 2011 and 2010, respectively.       49




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##### Table of Contents



BankAtlantic BancorpClass A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    47,761
    
    
    $
    55.26Non-vested restricted stock
    
    
    56,250
    
    
    
    
   18. Loss Per Common Share
  For the Three Months EndedMarch 31,2011
    
    
    2010(As Revised)Basic loss per common shareNumerator:Loss from continuing operations
    
    $
    (12,326
    )
    
    
    (32,851
    )Less: Noncontrolling interests loss from continuing operations
    
    
    (9,715
    )
    
    
    (13,320
    )Loss attributable to BFC
    
    
    (2,611
    )
    
    
    (19,531
    )Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )Loss allocable to common stock
    
    
    (2,799
    )
    
    
    (19,719
    )Discontinued operations attributable to BFC
    
    
    
    
    
    
    (249
    )Net loss allocable to common shareholders
    
    $
    (2,799
    )
    
    
    (19,968
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    75,381
    
    
    
    75,376Basic loss per common share:Loss per share from continuing operations
    
    $
    (0.04
    )
    
    
    (0.26
    )Loss per share from discontinued operations
    
    
    
    
    
    
    Basic loss per share
    
    $
    (0.04
    )
    
    
    (0.26
    )Diluted loss per common share:Numerator:Loss allocable to common stock after assumed dilution
    
    
    (2,799
    )
    
    
    (19,719
    )Discontinued operations allocable to common stock
    
    
    
    
    
    
    (249
    )Net loss allocable to common stock after assumed dilution
    
    $
    (2,799
    )
    
    
    (19,968
    )DenominatorDiluted weighted average number of common shares outstanding
    
    
    75,381
    
    
    
    75,376Diluted loss per shareLoss per share from continuing operations
    
    $
    (0.04
    )
    
    
    (0.26
    )Loss per share from discontinued operations
    
    
    
    
    
    
    Diluted loss per share
    
    $
    (0.04
    )
    
    
    (0.26
    )
  50




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##### Table of Contents



19. Parent Company Financial Information
   Parent Company Condensed Statements of Financial Condition
(In thousands)
 March 31,
    
    
    December 31,2011
    
    
    2010ASSETSCash and cash equivalents
    
    $
    1,251
    
    
    
    4,958Securities available for sale
    
    
    38,106
    
    
    
    38,829Investment in Woodbridge Holdings, LLC
    
    
    123,834
    
    
    
    115,999Investment in BankAtlantic Bancorp, Inc.
    
    
    
    
    
    
    2,377Investment in and advances in other subsidiaries
    
    
    1,613
    
    
    
    113Notes receivable due from Woodbridge Holdings,
LLC
    
    
    4,573
    
    
    
    2,012Other assets
    
    
    1,412
    
    
    
    1,444Total assets
    
    $
    170,789
    
    
    
    165,732LIABILITIES AND EQUITYAdvances from wholly owned subsidiaries
    
    $
    569
    
    
    
    942Investment deficit in BankAtlantic Bancorp, Inc.
    
    
    8,080
    
    
    
    Other liabilities
    
    
    10,715
    
    
    
    10,889Total liabilities
    
    
    19,364
    
    
    
    11,831Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    140,396
    
    
    
    142,872Total liabilities and Equity
    
    $
    170,789
    
    
    
    165,732
 Parent Company Condensed Statements of Operations
(In thousands)
 For the Three MonthsEnded March 31,2011
    
    
    2010(As Revised)Revenues
    
    $
    417
    
    
    
    263Expenses
    
    
    1,580
    
    
    
    1,914(Loss) before earnings (loss) from subsidiaries
    
    
    (1,163
    )
    
    
    (1,651
    )Equity in earnings (loss) in Woodbridge Holdings, LLC
    
    
    7,334
    
    
    
    (10,580
    )Equity in loss in BankAtlantic Bancorp
    
    
    (10,328
    )
    
    
    (7,796
    )Equity in earnings (loss) in other subsidiaries
    
    
    1,546
    
    
    
    (473
    )Loss before income taxes
    
    
    (2,611
    )
    
    
    (20,500
    )Benefit for income taxes
    
    
    
    
    
    
    (969
    )Loss from continuing operations
    
    
    (2,611
    )
    
    
    (19,531
    )Equity in subsidiaries discontinued operations
    
    
    
    
    
    
    (249
    )Net loss
    
    
    (2,611
    )
    
    
    (19,780
    )5% Preferred Stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    $
    (2,799
    )
    
    
    (19,968
    )
 51




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##### Table of Contents



Parent Company Statements of Cash Flow
(In thousands)
 For the Three MonthsEnded March 31,2011
    
    
    2010(As Revised)Operating Activities:Net cash used in operating activities
    
    $
    (4,194
    )
    
    
    (1,155
    )Investing Activities:Proceeds from maturities of securities available for sale
    
    
    8,733
    
    
    
    1,200Distribution from subsidiaries
    
    
    91
    
    
    
    30,085Purchase of securities
    
    
    (8,149
    )
    
    
    (12,851
    )Net cash provided by investing activities
    
    
    675
    
    
    
    18,434Financing Activities:Preferred stock dividends paid
    
    
    (188
    )
    
    
    (188
    )Net cash used in financing activities
    
    
    (188
    )
    
    
    (188
    )(Decrease) increase in cash and cash equivalents
    
    
    (3,707
    )
    
    
    17,091Cash and cash equivalents at beginning of period
    
    
    4,958
    
    
    
    1,308Cash and cash equivalents at end of period
    
    $
    1,251
    
    
    
    18,399Supplementary disclosure of non-cash investing
and financing activities(Decrease) increase in accumulated other comprehensive income,
net of income taxes
    
    $
    (451
    )
    
    
    723Net increase in shareholders equity from the effect of subsidiaries
capital transactions, net of income taxes
    
    
    609
    
    
    
    814Net decrease in shareholders equity resulting from
cumulative effect of change in accounting principle
    
    
    
    
    
    
    (1,496
    )
   20. Litigation
  AmTrust Bank v. Woodbridge Holdings, LLC and Carolina Oak Homes, LLC, United States District Court
for the Southern District of Florida
  52




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##### Table of Contents



Class Action Litigation
  21. New Accounting Pronouncements
 A Creditors Determination of Whether a Restructuring Is a Troubled Debt Restructuring Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings
 53




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
   
    
    During the third quarter of 2009, BFC and Woodbridge Holdings Corporation
consummated their merger pursuant to which Woodbridge became a wholly-owned
subsidiary of BFC.
    
    In the fourth quarter of 2009, our ownership interest in Bluegreen increased to
52% as a result of the purchase of an additional 23% interest in Bluegreen.
    
    We have also increased our investment in BankAtlantic Bancorp through our
participation in BankAtlantic Bancorps rights offerings to its shareholders during
2009 and 2010, which in the aggregate increased our economic interest in
BankAtlantic Bancorp to 45% and our voting interest in BankAtlantic Bancorp to 71%.
    
    We exited the land development business operated by Core Communities and sold
substantially all of the associated commercial assets. Through a combination of
transactions with Cores lenders, we realized a reduction in debt of approximately
$186 million in 2010 with a further reduction of approximately $27 million
anticipated to occur in the first half of 2011. The Company also eliminated
substantially all of the ongoing expenses associated with Core.
    
    During April 2011, Woodbridge and its wholly owned subsidiary, Carolina Oak
Homes, LLC (Carolina Oak), entered into a settlement agreement to resolve the
disputes and litigation between them and a lender relating to an approximately
$37.2 million loan which was collateralized by property owned by Carolina Oak.
Under the terms of the settlement agreement, (i) Woodbridge paid $2.5 million to
the note holder, (ii) Carolina Oak conveyed to the note holder the real property
securing the loan and (iii) the note holder agreed not to pursue certain remedies,
including a deficiency judgment, and after the expiration of an agreed-upon time
period, to fully release Woodbridge and Carolina Oak, in each case subject to
certain conditions.
    54




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##### Table of Contents



Forward Looking Statements
   
    
    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 recent economic downturn on the Company and the price and liquidity of
its common stock and on BFCs ability to obtain additional capital, including the risk
that if BFC needs or otherwise
 55




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##### Table of Contents



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 or, if consummated, result in the benefits
expected to be achieved;
    
    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;
BankAtlantic Bancorp is currently prohibited from paying dividends and may not be in a
position to pay dividends in the future, whether as a result of such restrictions
continuing in the future or otherwise; Bluegreen has historically not paid dividends on
its common stock and its ability to pay dividends may be limited by the terms of certain
of its indebtedness;
    
    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 final releases relating to the resolution of certain Woodbridge
indebtedness may not be obtained;
    
    risks associated with the securities we hold directly or indirectly, including the risk
that we may be required to record impairment charges with respect to such securities;
    
    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 and oversight of BankAtlantic
Bancorp;
    
    the risks related to litigation and other legal proceedings against BFC and its
subsidiaries, including the legal and other professional fees and other costs and expenses
of such proceedings, 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;
 56




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##### Table of Contents




    
    the sale of BankAtlantics Tampa branches may not be consummated pursuant to its terms,
at the time anticipated or at all, and that the transaction may not have the positive
financial impact currently anticipated;
    
    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;
    
    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.With respect to Bluegreen, the risks and uncertainties include, but are not limited to:
    
    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 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 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;
    
    Bluegreens exploration of strategic alternatives for its Bluegreen Communities
involves a number of risks, including that it may divert managements attention from its
business activities, result in additional impairment charges and not ultimately lead to
Bluegreen consummating a transaction or otherwise realizing improvements in its operating
results and financial condition;
    
    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 may be adversely affected by extensive federal, state and local laws and
regulations and changes in applicable laws and regulations, including the imposition of
additional taxes on operations. In addition, results of audits of Bluegreens tax returns
or those of its subsidiaries may have a material and adverse impact on its financial
condition;
    
    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;
    
    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 impact on Bluegreen
operating results and financial condition; and
    
    the loss of the services of Bluegreens key management and personnel could adversely
affect its business.
  57




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Critical Accounting Policies
  New Accounting Pronouncements
  Summary of Consolidated Results of Operations
  For the Three Months EndedMarch 31,2011
    
    
    2010(As Revised)Real Estate and Other
    
    $
    10,561
    
    
    
    (12,330
    )Financial Services
    
    
    (22,887
    )
    
    
    (20,521
    )Loss from continuing operations
    
    
    (12,326
    )
    
    
    (32,851
    )Loss from discontinued operations
    
    
    
    
    
    
    (249
    )Net loss
    
    
    (12,326
    )
    
    
    (33,100
    )Less: Net loss attributable to noncontrolling interests
    
    
    (9,715
    )
    
    
    (13,320
    )Net loss attributable to BFC
    
    
    (2,611
    )
    
    
    (19,780
    )5% Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    $
    (2,799
    )
    
    
    (19,968
    )
    58




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Revisions to Consolidated Financial Statements 
 Loans and Debt Securities with Deteriorated Credit Quality
  59




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Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    an increase in BankAtlantic Bancorps interest-bearing deposits in other banks
primarily reflecting $200 million of higher cash balances at the Federal Reserve Bank in
anticipation of the Tampa branch sale;
    
    a decrease in securities available for sale reflecting BankAtlantic Bancorps receipts
of repayments of short-term agency and municipal securities as well as mortgage-backed
securities repayments;
    
    a decrease in BankAtlantic Bancorps tax certificate balances primarily relating to
redemptions;
    
    an increase in BankAtlantic Bancorps loans held for sale associated with the transfer
of $25.1 million of non-performing residential loans to held for sale;
    
    a decrease in BankAtlantic Bancorps loans receivable balances associated with $28
million of net-charge-offs, $6.7 million of loans transferred to real estate owned, $3.1
million of loan sales, and repayments of loans in the ordinary course of business; and
    
    a decrease in BankAtlantic Bancorps accrued interest receivables resulting primarily
from lower loan and tax certificate balances partially offset by higher agency and
municipal securities balances.
  
    
    a decrease in BankAtlantics interest bearing deposit account balances associated with
lower interest bearing checking account and time deposit balances;
    
    an increase in BankAtlantics non-interest bearing deposits due primarily to higher
average balances per customer account;
    
    lower FHLB advances and short term borrowings at BankAtlantic due to repayments using
proceeds from deposit growth;
    
    the deferred gain on settlement of investment in subsidiary of approximately $11.3
million which was recognized into income upon Core receiving a general release of
liability during the three months ended March 31, 2011 (see Note 2 of the Notes to
Unaudited Consolidated Financial Statements for additional information); and
    
    an increase in BankAtlantic Bancorps junior subordinated debentures liability due to
interest deferrals.
 60




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##### Table of Contents



BFC Activities
 BFC Activities
   For the Three Months Ended
    
    
    ChangeMarch 31,
    
    
    2011 vs.2011
    
    
    2010
    
    
    2010(As Revised)RevenuesOther revenues
    
    $
    271
    
    
    
    387
    
    
    
    (116
    )271
    
    
    
    387
    
    
    
    (116
    )Cost and ExpensesInterest expense
    
    
    1,361
    
    
    
    1,838
    
    
    
    (477
    )Selling, general and administrative expenses
    
    
    5,376
    
    
    
    6,487
    
    
    
    (1,111
    )6,737
    
    
    
    8,325
    
    
    
    (1,588
    )Equity in earnings from unconsolidated affiliates
    
    
    1,361
    
    
    
    (31
    )
    
    
    1,392Other income
    
    
    1,318
    
    
    
    1,394
    
    
    
    (76
    )Loss from continuing operations before income
taxes
    
    
    (3,787
    )
    
    
    (6,575
    )
    
    
    2,788Less: Benefit for income taxes
    
    
    (144
    )
    
    
    (1,167
    )
    
    
    1,023Net loss
    
    $
    (3,643
    )
    
    
    (5,408
    )
    
    
    1,765
     2008 Step acquisitions  Purchase Accounting
  61




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BFC Activities
  BFC Activities- Liquidity and Capital Resources
       62




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BFC Activities
      63




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##### Table of Contents



BFC Activities
       64




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##### Table of Contents



BFC Activities
  65




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Real Estate
 Real Estate Operations Segment
  Real Estate Operations
 For the Three Months Ended March 31,2011
    
    
    2010
    
    
    Change(As Revised)Revenues:Other revenues
    
    $
    17
    
    
    
    637
    
    
    
    (620
    )17
    
    
    
    637
    
    
    
    (620
    )Costs and expenses:Interest expense, net
    
    
    1,402
    
    
    
    3,310
    
    
    
    (1,908
    )Selling, general and administrative expenses
    
    
    489
    
    
    
    2,659
    
    
    
    (2,170
    )Total costs and expenses
    
    
    1,891
    
    
    
    5,969
    
    
    
    (4,078
    )Gain on settlement of investment in subsidiary
    
    
    11,305
    
    
    
    
    
    
    
    11,305Interest income and other income
    
    
    
    
    
    
    53
    
    
    
    (53
    )Income (loss) before income taxes
    
    
    9,431
    
    
    
    (5,279
    )
    
    
    14,710(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations, net of
taxes
    
    
    9,431
    
    
    
    (5,279
    )
    
    
    14,710Discontinued operations:Net loss from discontinued operations, net of taxes
    
    
    
    
    
    
    (249
    )
    
    
    249Net income (loss)
    
    $
    9,431
    
    
    
    (5,528
    )
    
    
    14,959
 For the Three Months Ended March 31, 2011 Compared to the Same 2010 Period
     66




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##### Table of Contents



Real Estate
 Real Estate Operations-Liquidity and Capital Resources
    Off Balance Sheet Arrangements and Contractual Obligations
  Less than 12
    
    13-36
    
    37-60
    
    More thanCategory (1)
    
    Total
    
    months
    
    Months
    
    Months
    
    60 MonthsLong Term Debt Obligations(2)
    
    $
    160,805
    
    
    
    64,657
    
    
    
    510
    
    
    
    10,586
    
    
    
    85,052Operating Lease Obligations
    
    
    159
    
    
    
    68
    
    
    
    72
    
    
    
    19
    
    
    
    Total Obligations
    
    $
    160,964
    
    
    
    64,725
    
    
    
    582
    
    
    
    10,605
    
    
    
    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 March 31, 2011 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.(2)
    
    These amounts include scheduled principal payments. 67




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Real Estate
   68




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##### Table of Contents



Real Estate
 Bluegreen
 The Companys consolidated financial statements for the three months ended March 31, 2011 and 2010
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. 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 Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011. 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.
   
    
    Bluegreen generated free cash flow (cash flow from operating and investing activities)
of $34.0 million.
    
    VOI system-wide sales, which include sales of third-party developer inventory, totaled
$58.5 million, reflecting a 6% increase over the three months ended March 31, 2010.
    
    Bluegreens sales and marketing fee-based service business sold $16.9 million of
third-party developer inventory and earned sales and marketing commissions of $10.8
million. Including Bluegreens resort management, resort title, construction management and
other operations, Bluegreens total resort fee-based services revenues were $28.0 million,
a 7% increase over the three months ended March 31, 2010.
    
    Bluegreen Communities business continues to experience low consumer demand for its
homesites. On March 24, 2011, Bluegreen announced that it had engaged advisors to explore
strategic alternatives for Bluegreen Communities, including a possible sale of the
division.
    
    Bluegreen entered into a new sales and marketing fee-based agreement with the Manhattan
Club in New York City.
    69




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##### Table of Contents



Real Estate
  Bluegreen Segments Financial Results
  Bluegreen Resorts
 For the Three Months Ended March 31,2011
    
    
    2010Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sale
    
    
    Amount
    
    
    of Sale(dollars in thousands) (as
revised)System-wide sales (1)
    
    $
    58,474
    
    
    
    
    
    
    
    47,628Changes in sales deferred under
timeshare accounting rules
    
    
    (516
    )
    
    
    
    
    
    
    (2,497
    )Estimated uncollectible VOI notes
receivable
    
    
    (4,714
    )
    
    
    
    
    
    
    (4,310
    )System-wide sales, net
    
    
    53,244
    
    
    
    100
    %
    
    
    40,821
    
    
    
    100
    %Less: Sales of third party VOIs
    
    
    (16,910
    )
    
    
    -32
    %
    
    
    (15,754
    )
    
    
    -39
    %Adjustment to allowance for
loan losses
    
    
    
    
    
    
    
    
    
    
    (461
    )
    
    
    -1
    %Sales of real estate
    
    
    36,334
    
    
    
    68
    %
    
    
    24,606
    
    
    
    60
    %Cost of real estate sales (2)
    
    
    (7,225
    )
    
    
    -20
    %
    
    
    (2,735
    )
    
    
    -11
    %Gross profit
    
    
    29,109
    
    
    
    80
    %
    
    
    21,871
    
    
    
    89
    %Fee-based sales commission
    
    
    10,764
    
    
    
    20
    %
    
    
    10,180
    
    
    
    25
    %Other resort fee-based services revenue
    
    
    17,200
    
    
    
    32
    %
    
    
    15,670
    
    
    
    38
    %Cost of other resort fee-based services
    
    
    (13,081
    )
    
    
    -25
    %
    
    
    (11,943
    )
    
    
    -29
    %Selling and marketing expenses
    
    
    (28,529
    )
    
    
    -54
    %
    
    
    (27,383
    )
    
    
    -67
    %Segment general and administrative
expenses (3)
    
    
    (4,001
    )
    
    
    -8
    %
    
    
    (2,049
    )
    
    
    -5
    %Segment operating profit
    
    $
    11,462
    
    
    
    22
    %
    
    
    6,346
    
    
    
    16
    %
 70




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Real Estate
 Bluegreen Communities
 For the Three Months Ended March 31,2011
    
    
    2010Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sale
    
    
    Amount
    
    
    of Sale(dollars in thousands)Gross sales of real estate
    
    $
    4,049
    
    
    
    
    
    
    
    3,382Changes in sales deferred
under timeshare
accounting rules
    
    
    1,240
    
    
    
    
    
    
    
    (136
    )Sales of real estate
    
    
    5,289
    
    
    
    100
    %
    
    
    3,246
    
    
    
    100
    %Cost of real estate sales (2)
    
    
    (2,450
    )
    
    
    -46
    %
    
    
    (5,368
    )
    
    
    -165
    %Gross profit
    
    
    2,839
    
    
    
    54
    %
    
    
    (2,122
    )
    
    
    -65
    %Other operations revenues
    
    
    434
    
    
    
    8
    %
    
    
    351
    
    
    
    11
    %Cost of other operations
    
    
    (886
    )
    
    
    -17
    %
    
    
    (747
    )
    
    
    -23
    %Selling and marketing expenses
    
    
    (1,093
    )
    
    
    -21
    %
    
    
    (1,021
    )
    
    
    -31
    %Segment general and
administrative expenses (3)
    
    
    (1,314
    )
    
    
    -25
    %
    
    
    (1,603
    )
    
    
    -49
    %Segment operating loss
    
    $
    (20
    )
    
    
    0
    %
    
    
    (5,142
    )
    
    
    -158
    %
 
 (1)
    
    Includes sales of VOIs made on behalf of third parties, which are transacted through
the same process as the sale of Bluegreens VOI inventory.(2)
    
    Percentages for cost of sales and gross profit are calculated as a percentage of sales
of real estate.(3)
    
    General and administrative expenses attributable to corporate overhead have been
excluded from the tables. Corporate general and administrative expenses (excluding mortgage
operations) totaled $10.6 million and $12.9 million for the three months ended March 31,
2011 and 2010, respectively. (See Corporate General and Administrative Expenses below for
further discussion. Bluegreen Resorts
 Bluegreen Resorts  Resort Sales and Marketing
  For the Three MonthsEnded March 31,2011
    
    2010Number of sales offices at period end
    
    
    20
    
    
    
    21Number of Bluegreen VOI sales transactions
    
    
    3,522
    
    
    
    3,478Number of sales made on behalf of third-party
developers for a fee
    
    
    1,366
    
    
    
    1,317Total VOI sales transactions
    
    
    4,888
    
    
    
    4,795Average sales price per transaction
    
    $
    12,106
    
    
    $
    11,712Number of total prospects tours
    
    
    32,284
    
    
    
    29,553Sale-to-tour conversion ratio total prospects
    
    
    15.1
    %
    
    
    16.2
    %Number of new prospects tours
    
    
    17,800
    
    
    
    15,408Sale-to-tour conversion ratio new prospects
    
    
    11.4
    %
    
    
    12.1
    %Percentage of sales to owners
    
    
    59.3
    %
    
    
    61.9
    %
 Sales of Real Estate
 71




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##### Table of Contents



Real Estate
   Cost of Real Estate Sales
 Fee-Based Sales Commission Revenue.
  Selling and Marketing Expenses.
 General and Administrative Expenses.
 Resort Management and Other Services
  For the Three MonthsEnded March 31,2011
    
    
    2010Resort management operations
    
    $
    6,714
    
    
    
    5,821Title operations
    
    
    1,626
    
    
    
    1,471Other
    
    
    (79
    )
    
    
    (14
    )Total fee-based service profit
    
    
    8,261
    
    
    
    7,278Net carrying cost of developer inventory
    
    
    (4,142
    )
    
    
    (3,551
    )Total profit
    
    $
    4,119
    
    
    
    3,727
 Other Resort Fee-Based Services Revenue.
  72




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Real Estate
  Cost of Other Resort Fee-Based Services.
 Bluegreen Communities
  Sales of Real Estate.
  For the Three Months Ended March 31,2011
    
    2010Number of homesites sold
    
    
    46
    
    
    
    66Average sales price per homesite
    
    $
    67,095
    
    
    
    58,191
  Cost of Real Estate Sales.
 Other Operations Revenues and Cost.
 73




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##### Table of Contents



Real Estate
  Selling and Marketing Expenses.
 General and Administrative Expenses.
 Interest Income and Interest Expense
 Notes Receivable Portfolio.
 For the Three Months Ended March 31,2011
    
    
    2010Interest income:VOI notes receivable
    
    $
    22,371
    
    
    
    24,169Other
    
    
    62
    
    
    
    45Total interest income
    
    
    22,433
    
    
    
    24,214Servicing fee incomeFee-based services
    
    
    93
    
    
    
    13Total income
    
    
    22,526
    
    
    
    24,227Interest expense:Receivable-backed notes payable
    
    
    10,942
    
    
    
    11,736Cost of mortgage servicing operations
    
    
    998
    
    
    
    730Total expense
    
    
    11,940
    
    
    
    12,466Net interest on notes receivable portfolio
    
    $
    10,586
    
    
    
    11,761
 Interest Income.
 Interest Expense.
 Mortgage Servicing Operations .
  Corporate General and Administrative Expenses
 74




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Real Estate
    Non-controlling Interest in Income of Consolidated Subsidiary.
 Provision (benefit) for Income Taxes.
 Bluegreens Liquidity and Capital Resources
     75




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##### Table of Contents



Real Estate
     Credit Facilities
  Credit Facilities for Bluegreen Receivables with Future Availability
  OutstandingBalance
    
    
    
    
    
    
    Advance PeriodBorrowing
    
    
    as of March
    
    
    Availability as of
    
    
    Expiration;
    
    
    Borrowing Rate; RateLimit
    
    
    31, 2011
    
    
    March 31, 2011
    
    
    Borrowing Maturity
    
    
    as of  March 31, 2011BB&T Purchase Facility(1)
    
    $
    75,000
    
    
    $
    2,503
    
    
    $
    72,497
    
    
    December 2011; September 2023
    
    Prime Rate +2.00%(2);
5.25%Quorum Purchase Facility
    
    
    20,000
    
    
    
    1,192
    
    
    
    18,808
    
    
    December 2011; December 2030
    
    8.00%NBA Receivables Facility(3)
    
    
    20,000
    
    
    
    16,714
    
    
    
    3,286
    
    
    June 2011;  June 2018
    
    30 day LIBOR+5.25%;
6.75%(5)2011 Liberty Bank Facility(1)(4)
    
    
    60,000
    
    
    
    5,472
    
    
    
    9,126
    
    
    February 2013; February 2016
    
    Prime Rate +2.25%; 6.50%(6)$
    175,000
    
    
    $
    25,881
    
    
    $
    103,717
 76




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##### Table of Contents



Real Estate
 
 (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 outstanding balance under the facility equals or exceeds $50.0
million.(3)
    
    Bluegreen has received a term sheet to amend its existing National Bank
of Arizona (NBA) facility which would allow Bluegreen to pledge additional timeshare
receivables up to the borrowing limit, with the additional advances not to exceed $5.0
million. The amount shown as Availability as of March 31, 2011 and the dates under
Advance Period Expiration: Borrowing Maturity are pro-forma, as if the amendment had been
closed as of March 31, 2011. Bluegreen may not be successful in its efforts to enter into
this amendment or the contemplated terms, or at all.(4)
    
    In February 2011, Bluegreen entered into a new revolving hypothecation
facility with certain existing participants in the Liberty-led syndicate. The availability
under the 2011 Liberty Bank Facility is reduced by the amounts outstanding to the extending
participants under the 2008 Liberty Bank Facility, as the aggregate amount outstanding to
such participants under the 2008 Liberty Bank Facility and the 2011 Liberty Bank Facility
at any point in time cannot exceed $60.0 million. The amount outstanding under the 2008
Liberty Bank Facility to the extending participants was $45.4 million as of March 31, 2011.(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 Purchase Facility.
   NBA Receivables Facility.
 77




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##### Table of Contents



Real Estate
   2011 Liberty Bank Facility Other Outstanding Receivable-Backed Notes Payable
   Other Outstanding Receivable-Backed Notes Payable
  Borrowing Rate;Balance as of
    
    
    Borrowing
    
    
    Rate as of March 31,March 31, 2011
    
    
    Maturity
    
    
    20112008 Liberty Bank Facility
    
    $
    61,912
    
    
    August 27, 2014
    
    Prime + 2.25%; 6.50%(1)GE Bluegreen/Big Cedar Facility
    
    
    21,574
    
    
    August 16, 2016
    
    30 day LIBOR+1.75%; 1.99%Legacy Securitization(2)
    
    
    20,769
    
    
    September 2, 2025
    
    12.00%RFA Receivables Facility
    
    
    2,649
    
    
    February 15, 2015
    
    30 day LIBOR+4.00%; 4.24%Non-recourse Securitization Debt
    
    
    405,865
    
    
    Varies
    
    Varies$
    512,769
 
 (1)
    
    Interest charged on this facility is subject to a floor of 6.50% 78




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##### Table of Contents



Real Estate
 (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 $2.4 million.
 2008 Liberty Bank Facility.
 Credit
Facilities for Bluegreen Receivables with Future Availability
 The GE Bluegreen/Big Cedar Receivables Facility.
 Legacy Securitization ® ® ®
   Credit Facilities for Bluegreen Inventories without Existing Future Availability
  79




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Real Estate
 Balance as ofMarch 31,
    
    
    Borrowing
    
    
    Borrowing Rate; Rate as of2011
    
    
    Maturity(1)
    
    
    March 31, 2011RFA AD&C Facility
    
    $
    47,694
    
    
    Varies by loan (2)
    
    30 day LIBOR+4.50%; 4.76%H4BG Communities Facility
    
    
    29,122
    
    
    December 31, 2012
    
    Prime + 2.00%;8.00% (3)Textron AD&C Facility
    
    
    8,538
    
    
    Varies by loan (2)
    
    Prime + 1.25  1.50%; 4.50%  4.75%Wells Fargo Term Loan
    
    
    27,501
    
    
    April 30, 2012
    
    30 day LIBOR + 6.87%; 7.11%$
    112,855
 
 (1)
    
    Repayment of the outstanding amount is effected through release payments as the related
collateral is sold, subject to periodic minimum required amortization between March 31,
2011 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
  80




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##### Table of Contents



Real Estate
    Wells Fargo Term Loan.
  Commitments
   PurchaseAccounting
    
    
    Lesss than
    
    
    13-36
    
    
    37-60
    
    
    More thanCategory
    
    Total
    
    
    Adjustments
    
    
    12 months
    
    
    Months
    
    
    Months
    
    
    60 MonthsLong Term Debt Obligations (1)
    
    $
    724,811
    
    
    
    (56,119
    )
    
    
    46,913
    
    
    
    69,579
    
    
    
    92,425
    
    
    
    572,013Operating Lease Obligations
    
    
    57,229
    
    
    
    
    
    
    
    9,086
    
    
    
    12,730
    
    
    
    10,280
    
    
    
    25,133Total Obligations
    
    $
    782,040
    
    
    
    (56,119
    )
    
    
    55,999
    
    
    
    82,309
    
    
    
    102,705
    
    
    
    597,146
 
 (1)
    
    Legacy Securitization payments included in the long-term debt obligations more than
60 months are presented net of discount of $2.4 million.   81




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Real Estate
   Off-Balance-Sheet Arrangements
  82




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##### 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 currently 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 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 Three Months Ended March 31,2011
    
    2010
    
    ChangeBankAtlantic
    
    $
    (16,370
    )
    
    
    (17,129
    )
    
    
    759Parent Company
    
    
    (6,517
    )
    
    
    (3,392
    )
    
    
    (3,125
    )Loss from continuing operations
    
    $
    (22,887
    )
    
    
    (20,521
    )
    
    
    (2,366
    )
 For the Three Months Ended March 31, 2011 Compared to the Same 2010 Period:
      83




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedMarch 31, 2011
    
    
    March 31, 2010Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    3,106,532
    
    
    
    34,862
    
    
    
    4.49
    
    
    $
    3,751,907
    
    
    
    41,579
    
    
    
    4.43Investments
    
    
    1,117,891
    
    
    
    4,559
    
    
    
    1.63
    
    
    
    603,864
    
    
    
    6,136
    
    
    
    4.06Total interest earning assets
    
    
    4,224,423
    
    
    
    39,421
    
    
    
    3.73
    %
    
    
    4,355,771
    
    
    
    47,715
    
    
    
    4.38
    %Goodwill and core deposit intangibles
    
    
    14,411
    
    
    
    
    
    
    
    
    
    
    
    15,652Other non-interest earning assets
    
    
    271,214
    
    
    
    
    
    
    
    
    
    
    
    313,083Total Assets
    
    $
    4,510,048
    
    
    
    
    
    
    
    
    
    
    $
    4,684,506Deposits:Savings
    
    $
    468,673
    
    
    
    272
    
    
    
    0.24
    %
    
    $
    425,235
    
    
    
    333
    
    
    
    0.32
    %NOW
    
    
    1,519,105
    
    
    
    1,512
    
    
    
    0.40
    
    
    
    1,467,103
    
    
    
    2,218
    
    
    
    0.61Money market
    
    
    389,155
    
    
    
    442
    
    
    
    0.46
    
    
    
    360,470
    
    
    
    629
    
    
    
    0.71Certificates of deposit
    
    
    658,050
    
    
    
    2,141
    
    
    
    1.32
    
    
    
    896,074
    
    
    
    3,877
    
    
    
    1.75Total interest bearing deposits
    
    
    3,034,983
    
    
    
    4,367
    
    
    
    0.58
    
    
    
    3,148,882
    
    
    
    7,057
    
    
    
    0.91Short-term borrowed funds
    
    
    30,083
    
    
    
    10
    
    
    
    0.13
    
    
    
    39,376
    
    
    
    13
    
    
    
    0.13Advances from FHLB
    
    
    134,833
    
    
    
    115
    
    
    
    0.35
    
    
    
    173,011
    
    
    
    958
    
    
    
    2.25Long-term debt
    
    
    22,000
    
    
    
    225
    
    
    
    4.15
    
    
    
    22,507
    
    
    
    228
    
    
    
    4.11Total interest bearing liabilities
    
    
    3,221,899
    
    
    
    4,717
    
    
    
    0.59
    
    
    
    3,383,776
    
    
    
    8,256
    
    
    
    0.99Demand deposits
    
    
    944,950
    
    
    
    
    
    
    
    
    
    
    
    864,391Non-interest bearing other liabilities
    
    
    52,892
    
    
    
    
    
    
    
    
    
    
    
    54,312Total Liabilities
    
    
    4,219,741
    
    
    
    
    
    
    
    
    
    
    
    4,302,479Stockholders equity
    
    
    290,307
    
    
    
    
    
    
    
    
    
    
    
    382,027Total liabilities and stockholders
equity
    
    $
    4,510,048
    
    
    
    
    
    
    
    
    
    
    $
    4,684,506Net interest income/
net interest spread
    
    
    
    
    
    $
    34,704
    
    
    
    3.14
    %
    
    
    
    
    
    
    39,459
    
    
    
    3.39
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    3.73
    %
    
    
    
    
    
    
    
    
    
    
    4.38
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.45
    
    
    
    
    
    
    
    
    
    
    
    0.77Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.28
    %
    
    
    
    
    
    
    
    
    
    
    3.61
    %
 84




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 For the Three Months Ended March 31, 2011 Compared to the Same 2010 Period:
      Asset Quality
  For the Three MonthsEnded March 31,2011
    
    
    2010Balance, beginning of period
    
    $
    161,309
    
    
    
    173,588Charge-offsResidential
    
    
    (8,011
    )
    
    
    (4,181
    )Commercial real estate
    
    
    (11,277
    )
    
    
    (21,332
    )Commercial non-mortgage
    
    
    (464
    )
    
    
    Consumer
    
    
    (7,814
    )
    
    
    (10,771
    )Small business
    
    
    (2,611
    )
    
    
    (837
    )Total Charge-offs
    
    
    (30,177
    )
    
    
    (37,121
    )Recoveries of loans
previously charged-off
    
    
    2,354
    
    
    
    1,047Net (charge-offs)
    
    
    (27,823
    )
    
    
    (36,074
    )Transfer to held for sale
    
    
    (7,081
    )
    
    
    Provision for loan losses
    
    
    27,832
    
    
    
    32,034Balance, end of period
    
    $
    154,237
    
    
    
    169,548
  85




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
         86




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  As ofMarch 31, 2011
    
    
    December 31, 2010NON-PERFORMING ASSETSTax certificates
    
    $
    3,402
    
    
    
    3,636Residential (1)
    
    
    81,555
    
    
    
    86,538Commercial real estate (2)
    
    
    239,798
    
    
    
    243,299Commercial non-mortgage
    
    
    15,848
    
    
    
    16,123Small business
    
    
    12,172
    
    
    
    10,879Consumer
    
    
    13,231
    
    
    
    14,120Total non-accrual assets (3)
    
    
    366,006
    
    
    
    374,595REPOSSESSED ASSETS:Residential real estate
    
    
    15,643
    
    
    
    16,418Commercial real estate
    
    
    46,837
    
    
    
    44,136Small business real estate
    
    
    3,727
    
    
    
    3,693Consumer real estate
    
    
    103
    
    
    
    81Total repossessed assets
    
    
    66,310
    
    
    
    64,328Total non-performing assets
    
    $
    432,316
    
    
    
    438,923Total non-performing assets as
a percentage of:Total assets
    
    
    9.77
    
    
    
    9.82Loans, tax certificates and
real estate owned
    
    
    13.66
    
    
    
    13.08TOTAL ASSETS
    
    $
    4,424,566
    
    
    
    4,469,168TOTAL LOANS, TAX CERTIFICATES
AND NET REAL ESTATE OWNED
    
    $
    3,165,310
    
    
    
    3,355,711Allowance for loan losses
    
    $
    154,237
    
    
    
    161,309Tax certificates
    
    $
    77,837
    
    
    
    89,789Allowance for tax certificate losses
    
    $
    9,287
    
    
    
    8,811OTHER ACCRUING IMPAIRED
LOANSContractually past due 90 days
or more
    
    $
    
    
    
    
    Performing impaired loans (4)
    
    
    22,387
    
    
    
    11,880Troubled debt restructured loans (5)
    
    
    95,675
    
    
    
    96,006TOTAL OTHER ACCRUING
IMPAIRED LOANS
    
    $
    118,062
    
    
    
    107,886
 
 (1)
    
    Includes $37.5 million and $38.9 million of interest-only residential loans as
of March 31, 2011 and December 31, 2010, respectively.(2)
    
    Excluded from the above table as of March 31, 2011 and December 31, 2010 were $11.4
million and $14.5 million, respectively, of commercial residential loans that were
transferred to a work-out subsidiary of the Parent Company in March 2008.(3)
    
    Includes $141.8 million and $143.8 million of troubled debt restructured loans as of
March 31, 2011 and December 31, 2010, respectively.(4)
    
    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.(5)
    
    These loans are performing in accordance with their respective modified terms. Non-performing assets were slightly lower at March 31, 2011 compared to December 31,
2010 due primarily to a decline in residential and commercial real estate non-accrual loans
partially offset by higher small business and repossessed asset balances.
  87




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
      As of March 31, 2011
    
    
    As of December 31, 2010Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
non-mortgage
    
    $
    4,011
    
    
    
    647
    
    
    
    4,161
    
    
    
    647Commercial real estate
    
    
    125,985
    
    
    
    70,454
    
    
    
    126,622
    
    
    
    70,343Small business
    
    
    3,331
    
    
    
    8,024
    
    
    
    2,990
    
    
    
    9,401Consumer
    
    
    1,389
    
    
    
    13,342
    
    
    
    3,070
    
    
    
    12,638Residential
    
    
    7,122
    
    
    
    3,208
    
    
    
    6,917
    
    
    
    2,977Total
    
    $
    141,838
    
    
    
    95,675
    
    
    
    143,760
    
    
    
    96,006
  88




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  UnpaidPrincipal
    
    Recorded
    
    Specific
    
    Date loan
    
    Date Placed
    
    Default
    
    Loan
    
    Date of LastRelationships
    
    Balance
    
    Investment (5)
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date (4)
    
    Class
    
    Full AppraisalResidential Land DevelopersRelationship No. 1 (1)
    
    $
    42,327
    
    
    
    17,557
    
    
    
    727
    
    
    
    Q3-2004
    
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land
    
    
    Q4-2010Commercial Land DevelopersRelationship No. 2
    
    
    25,820
    
    
    
    25,820
    
    
    
    10,069
    
    
    
    Q2-2005
    
    
    
    Q4-2010
    
    
    
    (3)
    
    
    Land and other
    
    
    Q1-2011Relationship No. 3
    
    
    27,522
    
    
    
    26,209
    
    
    
    10,443
    
    
    
    Q1-1995
    
    
    
    Q4-2009
    
    
    
    Q4-2009
    
    
    Land
    
    
    Q1-2011Relationship No. 4
    
    
    17,777
    
    
    
    17,777
    
    
    
    8,641
    
    
    
    Q3-2006
    
    
    
    Q1-2010
    
    
    
    Q1-2010
    
    
    Other
    
    
    Q4-2010Total
    
    
    71,119
    
    
    
    69,806
    
    
    
    29,153Commercial Non-Residential
DevelopersRelationship No. 5 (2)
    
    
    15,427
    
    
    
    14,926
    
    
    
    3,777
    
    
    
    Q3-2007
    
    
    
    Q4-2010
    
    
    
    (3)
    
    
    Other
    
    
    Q4-2010Relationship No. 6
    
    
    25,420
    
    
    
    25,109
    
    
    
    8,650
    
    
    
    Q3-2006
    
    
    
    Q2-2010
    
    
    
    (3)
    
    
    Other
    
    
    Q2-2010Relationship No. 7
    
    
    16,440
    
    
    
    16,331
    
    
    
    4,361
    
    
    
    Q1-2007
    
    
    
    Q3-2010
    
    
    
    (3)
    
    
    Other
    
    
    Q3-2010Total
    
    
    57,287
    
    
    
    56,366
    
    
    
    16,788Total of Large Relationships
    
    
    170,733
    
    
    
    143,729
    
    
    
    46,668
 
 (1)
    
    During 2009 and 2010, BankAtlantic recognized partial charge-offs on
relationship No. 1 aggregating $17.2 million.(2)
    
    During 2011, BankAtlantic recognized partial charge-offs on relationship No. 5 of $6.0
million.(3)
    
    The loan is currently not in default.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Recorded investment is the Unpaid Principal Balance less charge-offs.  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
    
    $
    39,436
    
    
    
    37,500
    
    
    
    65.35
    %
    
    
    117.47
    %
    
    
    739
    
    
    
    736
    
    
    
    6,210
    
    
    
    33.22
    %2006
    
    
    44,560
    
    
    
    43,208
    
    
    
    71.52
    %
    
    
    125.49
    %
    
    
    732
    
    
    
    717
    
    
    
    5,373
    
    
    
    36.73
    %2005
    
    
    65,290
    
    
    
    60,812
    
    
    
    73.84
    %
    
    
    117.16
    %
    
    
    725
    
    
    
    713
    
    
    
    12,033
    
    
    
    35.56
    %2004
    
    
    267,540
    
    
    
    264,192
    
    
    
    68.80
    %
    
    
    84.94
    %
    
    
    732
    
    
    
    724
    
    
    
    22,944
    
    
    
    34.86
    %Prior to 2004
    
    
    128,914
    
    
    
    128,481
    
    
    
    68.56
    %
    
    
    61.23
    %
    
    
    731
    
    
    
    726
    
    
    
    6,448
    
    
    
    34.39
    %
 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
    
    $
    72,282
    
    
    
    67,234
    
    
    
    72.42
    %
    
    
    128.67
    %
    
    
    748
    
    
    
    740
    
    
    
    14,729
    
    
    
    34.47
    %2006
    
    
    168,700
    
    
    
    160,274
    
    
    
    73.86
    %
    
    
    124.71
    %
    
    
    739
    
    
    
    742
    
    
    
    32,962
    
    
    
    34.90
    %2005
    
    
    142,812
    
    
    
    140,636
    
    
    
    70.75
    %
    
    
    116.00
    %
    
    
    739
    
    
    
    742
    
    
    
    6,117
    
    
    
    34.69
    %2004
    
    
    69,107
    
    
    
    68,095
    
    
    
    70.73
    %
    
    
    100.08
    %
    
    
    744
    
    
    
    716
    
    
    
    7,170
    
    
    
    32.28
    %Prior to 2004
    
    
    58,208
    
    
    
    57,826
    
    
    
    58.03
    %
    
    
    84.34
    %
    
    
    741
    
    
    
    727
    
    
    
    1,836
    
    
    
    32.06
    %
  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
    
    $
    11,412
    
    
    
    11,140
    
    
    
    68.51
    %
    
    
    127.27
    %
    
    
    734
    
    
    
    735
    
    
    
    1,753
    
    
    
    32.66
    %California
    
    
    136,731
    
    
    
    132,443
    
    
    
    69.57
    %
    
    
    89.49
    %
    
    
    735
    
    
    
    730
    
    
    
    16,610
    
    
    
    35.65
    %Florida
    
    
    79,814
    
    
    
    76,810
    
    
    
    69.27
    %
    
    
    105.24
    %
    
    
    721
    
    
    
    706
    
    
    
    12,117
    
    
    
    35.04
    %Nevada
    
    
    7,635
    
    
    
    7,635
    
    
    
    72.56
    %
    
    
    122.44
    %
    
    
    739
    
    
    
    734
    
    
    
    569
    
    
    
    36.31
    %Other States
    
    
    327,186
    
    
    
    323,199
    
    
    
    69.02
    %
    
    
    83.93
    %
    
    
    731
    
    
    
    730
    
    
    
    22,176
    
    
    
    34.05
    %
 89




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 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
    
    $
    15,942
    
    
    
    15,038
    
    
    
    71.37
    %
    
    
    150.72
    %
    
    
    758
    
    
    
    751
    
    
    
    2,777
    
    
    
    31.76
    %California
    
    
    147,827
    
    
    
    142,747
    
    
    
    70.82
    %
    
    
    109.17
    %
    
    
    742
    
    
    
    736
    
    
    
    20,148
    
    
    
    33.73
    %Florida
    
    
    35,264
    
    
    
    31,339
    
    
    
    69.69
    %
    
    
    142.24
    %
    
    
    745
    
    
    
    730
    
    
    
    11,489
    
    
    
    32.42
    %Nevada
    
    
    6,697
    
    
    
    5,245
    
    
    
    74.37
    %
    
    
    206.99
    %
    
    
    736
    
    
    
    726
    
    
    
    3,961
    
    
    
    33.84
    %Other States
    
    
    305,380
    
    
    
    299,694
    
    
    
    70.41
    %
    
    
    110.86
    %
    
    
    739
    
    
    
    739
    
    
    
    24,438
    
    
    
    34.61
    %
 
 (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.  March 31, 2011
    
    
    December 31, 2010ALL
    
    
    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
    
    $
    10,708
    
    
    
    8.18
    %
    
    
    4.27
    %
    
    
    10,786
    
    
    
    8.05
    %
    
    
    4.14
    %Commercial real estate
    
    
    78,327
    
    
    
    8.65
    
    
    
    29.55
    
    
    
    83,029
    
    
    
    8.70
    
    
    
    29.46Small business
    
    
    10,125
    
    
    
    3.42
    
    
    
    9.67
    
    
    
    11,514
    
    
    
    3.80
    
    
    
    9.35Residential real estate
    
    
    27,566
    
    
    
    2.46
    
    
    
    36.60
    
    
    
    23,937
    
    
    
    1.96
    
    
    
    37.80Consumer
    
    
    27,511
    
    
    
    4.51
    
    
    
    19.91
    
    
    
    32,043
    
    
    
    5.14
    
    
    
    19.25Total allowance for loan losses
    
    $
    154,237
    
    
    
    5.03
    %
    
    
    100.00
    %
    
    
    161,309
    
    
    
    4.98
    %
    
    
    100.00
    %
  March 31,
    
    
    December 31,2011
    
    
    2010Commercial non-mortgage
    
    $
    8,949
    
    
    
    9,020Commercial real estate
    
    
    58,536
    
    
    
    62,986Small business
    
    
    1,565
    
    
    
    2,936Consumer
    
    
    1,453
    
    
    
    1,791Residential
    
    
    7,369
    
    
    
    12,034Total
    
    $
    77,872
    
    
    
    88,767
  90




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantics Non-Interest Income
 For the Three MonthsEnded March 31,(in thousands)
    
    2011
    
    2010
    
    ChangeService charges on deposits
    
    $
    12,032
    
    
    
    15,048
    
    
    
    (3,016
    )Other service charges and fees
    
    
    7,191
    
    
    
    7,378
    
    
    
    (187
    )Securities activities, net
    
    
    (24
    )
    
    
    3,132
    
    
    
    (3,156
    )Gains on sales of loans
    
    
    35
    
    
    
    54
    
    
    
    (19
    )Other
    
    
    3,679
    
    
    
    2,645
    
    
    
    1,034Non-interest income
    
    $
    22,913
    
    
    
    28,257
    
    
    
    (5,344
    )
      For the Three MonthsEnded March 31,2011
    
    2010
    
    ChangeBroker commissions
    
    $
    1,110
    
    
    
    799
    
    
    
    311Safe deposit box rental
    
    
    278
    
    
    
    304
    
    
    
    (26
    )Income from leases
    
    
    270
    
    
    
    258
    
    
    
    12Fee income
    
    
    606
    
    
    
    523
    
    
    
    83Foreign exchange gains
    
    
    420
    
    
    
    
    
    
    
    420Other
    
    
    995
    
    
    
    761
    
    
    
    234Total other income
    
    $
    3,679
    
    
    
    2,645
    
    
    
    1,034
 91




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantics Non-Interest Expense
 For the Three MonthsEnded March 31,2011
    
    2010
    
    ChangeEmployee compensation and benefits
    
    $
    18,763
    
    
    
    24,374
    
    
    
    (5,611
    )Occupancy and equipment
    
    
    12,585
    
    
    
    13,581
    
    
    
    (996
    )Advertising and promotion
    
    
    1,669
    
    
    
    1,934
    
    
    
    (265
    )Check losses
    
    
    299
    
    
    
    432
    
    
    
    (133
    )Professional fees
    
    
    2,981
    
    
    
    2,565
    
    
    
    416Supplies and postage
    
    
    870
    
    
    
    965
    
    
    
    (95
    )Telecommunication
    
    
    572
    
    
    
    529
    
    
    
    43Provision for tax certificates
    
    
    779
    
    
    
    733
    
    
    
    46Cost associated with debt redemption
    
    
    10
    
    
    
    7
    
    
    
    3Lease termination costs
    
    
    (849
    )
    
    
    
    
    
    
    (849
    )Employee termination costs
    
    
    (154
    )
    
    
    
    
    
    
    (154
    )Impairment of loans held for sale
    
    
    201
    
    
    
    
    
    
    
    201Impairment of real estate owned
    
    
    403
    
    
    
    143
    
    
    
    260FDIC deposit insurance assessment
    
    
    3,305
    
    
    
    2,358
    
    
    
    947(Gain) on sale of real estate
    
    
    (278
    )
    
    
    (104
    )
    
    
    (174
    )Amortization of intangible assets
    
    
    309
    
    
    
    322
    
    
    
    (13
    )Other
    
    
    4,689
    
    
    
    4,882
    
    
    
    (193
    )Total non-interest expense
    
    $
    46,154
    
    
    
    52,721
    
    
    
    (6,567
    )
        92




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
     Parent Company Results of Operations
 For the Three MonthsEnded March 31,(in thousands)
    
    2011
    
    2010
    
    ChangeNet interest expense
    
    $
    (3,695
    )
    
    
    (3,485
    )
    
    
    (210
    )Recovery for loan losses
    
    
    20
    
    
    
    1,279
    
    
    
    (1,259
    )Net interest expense after
recovery for loan losses
    
    
    (3,675
    )
    
    
    (2,206
    )
    
    
    (1,469
    )Non-interest income
    
    
    590
    
    
    
    458
    
    
    
    132Non-interest expense
    
    
    3,432
    
    
    
    1,644
    
    
    
    1,788Parent company loss
    
    $
    (6,517
    )
    
    
    (3,392
    )
    
    
    (3,125
    )
    93




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  March 31,
    
    December 31,2011
    
    2010Nonaccrual loans:Commercial real estate:Residential
    
    $
    5,837
    
    
    
    8,985Land
    
    
    5,523
    
    
    
    5,523Total non-accrual loans
    
    
    11,360
    
    
    
    14,508Allowance for loan losses
    
    
    (814
    )
    
    
    (830
    )Non-accrual loans, net
    
    
    10,546
    
    
    
    13,678Performing other commercial loans
    
    
    2,698
    
    
    
    2,811Loans receivable, net
    
    $
    13,244
    
    
    
    16,489Real estate owned
    
    $
    8,835
    
    
    
    10,160
   UnpaidPrincipal
    
    Recorded
    
    Specific
    
    Date loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Balance
    
    Investment (2)
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date
    
    Type
    
    Full AppraisalCommercial
landRelationship No. 1
    
    $
    5,604
    
    
    
    5,523
    
    
    
    802
    
    
    
    Q4-2005
    
    
    
    Q4-2007
    
    
    
    Q4-2007
    
    
    Land
    
    
    Q4-2010Residential
Land DevelopersRelationship No. 2 (1)
    
    
    20,000
    
    
    
    3,488
    
    
    
    
    
    
    
    Q1-2005
    
    
    
    Q4-2007
    
    
    
    Q1-2008
    
    
    Residential
    
    
    Q4-2010Total
    
    $
    25,604
    
    
    
    9,011
    
    
    
    802
 
 (1)
    
    During 2008, 2009 and 2010, the Company recognized partial charge-offs on relationship No.
2 aggregating $16.0 million.(2)
    
    Recorded investment is the Unpaid Principal Balance less charge-offs and deferred fees.  94




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  For the Three MonthsEnded March 31,2011
    
    2010Balance, beginning of period
    
    $
    830
    
    
    
    13,630Loans charged-off
    
    
    
    
    
    
    (4,302
    )Recoveries of loans previously charged-off
    
    
    4
    
    
    
    Net (charge-offs)
    
    
    4
    
    
    
    (4,302
    )Recovery for loan losses
    
    
    (20
    )
    
    
    (1,279
    )Balance, end of period
    
    $
    814
    
    
    
    8,049
   Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc.
  95




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
      As of March 31, 2011Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    Estimated(in thousands)
    
    Value
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    
    $
    13,112
    
    
    
    
    
    
    
    
    
    
    
    13,112Securities available for sale
    
    
    10
    
    
    
    
    
    
    
    2
    
    
    
    8Private investment securities
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500Total
    
    $
    14,622
    
    
    
    
    
    
    
    2
    
    
    
    14,620
 96




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  BankAtlantic Liquidity and Capital Resources
    97




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       Bank OrderPCA Defined
    
    RequirementsActual
    
    Well Capitalized
    

    By June 30, 2011Amount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioAs of March 31, 2011:Total risk-based capital
    
    $
    319,159
    
    
    
    11.77
    %
    
    $
    285,541
    
    
    
    10.00
    %
    
    $
    379,909
    
    
    
    14.00
    %Tier I risk-based capital
    
    $
    262,613
    
    
    
    9.68
    %
    
    $
    162,818
    
    
    
    6.00
    %Tangible capital
    
    $
    262,613
    
    
    
    5.97
    %
    
    $
    66,018
    
    
    
    1.50
    %Tier 1/Core capital
    
    $
    262,613
    
    
    
    5.97
    %
    
    $
    222,240
    
    
    
    5.00
    %
    
    $
    352,097
    
    
    
    8.00
    %As of December 31, 2010:Total risk-based capital
    
    $
    334,601
    
    
    
    11.72
    %
    
    $
    285,541
    
    
    
    10.00
    %Tier I risk-based capital
    
    $
    276,362
    
    
    
    9.68
    %
    
    $
    171,325
    
    
    
    6.00
    %Tangible capital
    
    $
    276,362
    
    
    
    6.22
    %
    
    $
    66,672
    
    
    
    1.50
    %Tier 1/Core capital
    
    $
    276,362
    
    
    
    6.22
    %
    
    $
    222,240
    
    
    
    5.00
    %
  98




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##### 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
    
    $
    652,000
    
    
    
    554,082
    
    
    
    77,566
    
    
    
    18,431
    
    
    
    1,921Long-term debt
    
    
    347,974
    
    
    
    
    
    
    
    53,779
    
    
    
    
    
    
    
    294,195Advances from FHLB (1)
    
    
    45,000
    
    
    
    45,000
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for sublease
    
    
    18,180
    
    
    
    847
    
    
    
    1,618
    
    
    
    1,592
    
    
    
    14,123Operating Tampa lease obligations
    
    
    26,981
    
    
    
    1,701
    
    
    
    3,174
    
    
    
    2,944
    
    
    
    19,162Operating lease obligations held for use
    
    
    31,430
    
    
    
    5,157
    
    
    
    8,297
    
    
    
    4,626
    
    
    
    13,350Pension obligation
    
    
    18,443
    
    
    
    1,496
    
    
    
    3,155
    
    
    
    3,545
    
    
    
    10,247Other obligations
    
    
    14,006
    
    
    
    4,406
    
    
    
    6,400
    
    
    
    3,200
    
    
    
    Total contractual cash obligations
    
    $
    1,154,014
    
    
    
    612,689
    
    
    
    153,989
    
    
    
    34,338
    
    
    
    352,998
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 99




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##### Table of Contents



Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  100




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  BFC and its Wholly Owned Subsidiaries
 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
  BankAtlantic Bancorp
 In re BankAtlantic Bancorp, Inc. Securities Litigation , No. 0:07-cv-61542-UU, United States
District Court, Southern District of Florida
 Hubbard Alarm Specialties, Inc. v.
BankAtlantic Bancorp, Inc.
  101




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##### Table of Contents



Securities and Exchange Commission Investigation
   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
  In re BankAtlantic Bancorp, Inc. Securities Litigation
 102




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##### Table of Contents



Item 1A. Risk Factors
  The loss of BankAtlantic Bancorps key personnel or the failure to attract and retain highly
qualified personnel could adversely affect BankAtlantic Bancorps operations.
  
 Item 6. Exhibits
 Exhibit 31.1 *
    
    Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002Exhibit 31.2 *
    
    Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002Exhibit 31.3 *
    
    Chief Accounting Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002Exhibit 32.1 **
    
    Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Exhibit 32.2 **
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Exhibit 32.3 **
    
    Chief Accounting Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Exhibits filed with this Form 10-Q**
    
    Exhibits furnished with this Form 10-Q 103




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##### Table of Contents



BFC FINANCIAL CORPORATIONDate:      May 16, 2011
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive OfficerDate:      May 16, 2011
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial OfficerDate:      May 16, 2011
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer