##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 x
 For the Quarter Ended June 30, 2010
  o
 
 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
  x o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company x
  o x




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##### 



BFC Financial Corporation
  PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Consolidated Statements of Financial Condition as of June 30, 2010 and December 31, 2009  Unaudited
    
    
    3Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2010 and 2009  Unaudited
    
    
    4Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2010 and 2009  Unaudited
    
    
    6Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2010  Unaudited
    
    
    7Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009  Unaudited
    
    
    8Notes to Unaudited Consolidated Financial Statements
    
    
    10Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    53Item 4T.
    
    Controls and Procedures
    
    
    107PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    108Item 1A.
    
    Risk Factors
    
    
    108Item 6.
    
    Exhibits
    
    
    108SIGNATURESEX-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)
 June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCash and cash equivalents
    
    $
    500,422
    
    
    
    316,080Interest bearing deposits at other financial institutions
    
    
    33,863
    
    
    
    Restricted cash
    
    
    50,618
    
    
    
    24,020Securities available for sale, at fair value
    
    
    327,246
    
    
    
    346,375Derivatives, at fair value
    
    
    638
    
    
    
    Investment
securities at cost or amortized cost (fair value: $1,981 in 2010 and $9,654 in 2009)
    
    
    1,981
    
    
    
    9,654Current income tax receivable
    
    
    8,390
    
    
    
    64,006Tax certificates, net of allowance of $8,175 in 2010 and $6,781 in 2009
    
    
    139,731
    
    
    
    110,991Federal Home Loan Bank (FHLB) stock, at cost which approximates fair
value
    
    
    48,751
    
    
    
    48,751Loans held for sale
    
    
    5,861
    
    
    
    4,547Loans receivable, net of allowance for loan losses of
$187,862 in 2010 and $187,218 in 2009
    
    
    3,371,577
    
    
    
    3,678,894Notes receivable including gross securitized notes,
net of allowance of $67,051 in 2010 and $3,986 in 2009
    
    
    620,498
    
    
    
    277,274Retained interest in notes receivable sold
    
    
    
    
    
    
    26,340Accrued interest receivable
    
    
    23,837
    
    
    
    32,279Real estate inventory
    
    
    482,898
    
    
    
    494,291Real estate owned and other repossessed assets
    
    
    55,412
    
    
    
    46,477Investments in unconsolidated affiliates
    
    
    12,486
    
    
    
    15,272Properties and equipment, net
    
    
    278,433
    
    
    
    289,209Goodwill
    
    
    12,241
    
    
    
    12,241Intangible assets, net
    
    
    79,136
    
    
    
    81,686Assets held for sale
    
    
    
    
    
    
    71,900Other assets
    
    
    96,246
    
    
    
    96,750Total assets
    
    $
    6,150,265
    
    
    
    6,047,037Assets of consolidated variable interest entities ( VIEs)
included in total assets aboveRestricted cash
    
    $
    33,011Securitized notes receivable, gross
    
    
    567,818Total assets of consolidated VIEs
    
    $
    600,829LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    3,085,772
    
    
    
    3,133,360Non-interest bearing deposits
    
    
    898,708
    
    
    
    815,458Total deposits
    
    
    3,984,480
    
    
    
    3,948,818Advances from FHLB
    
    
    115,000
    
    
    
    282,012Securities sold under agreements to repurchase
    
    
    24,724
    
    
    
    24,468Short-term borrowings
    
    
    2,071
    
    
    
    2,803Receivable-backed notes payable
    
    
    592,533
    
    
    
    237,416Notes and mortgage notes payable and other borrowings
    
    
    369,510
    
    
    
    395,361Junior subordinated debentures
    
    
    453,829
    
    
    
    447,211Deferred income taxes
    
    
    33,548
    
    
    
    31,204Liabilities related to assets held for sale
    
    
    
    
    
    
    76,351Other liabilities
    
    
    234,849
    
    
    
    186,453Total liabilities
    
    
    5,810,544
    
    
    
    5,632,097Commitments and contingenciesPreferred stock of $.01 par value; authorized - 10,000,000 shares:Redeemable 5% Cumulative Preferred Stock  $.01 par value;
authorized 15,000 shares; issued and outstanding 15,000 shares
with a redemption value of $1,000 per share
    
    
    11,029
    
    
    
    11,029Equity:Class A common stock of $.01 par value, authorized 150,000,000 shares;
issued and outstanding 68,521,497 in 2010 and 2009
    
    
    685
    
    
    
    685Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,859,251 in 2010 and 6,854,251 in 2009
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    229,857
    
    
    
    227,934(Accumulated deficit) retained earnings
    
    
    (22,919
    )
    
    
    16,608Accumulated other comprehensive income (loss)
    
    
    2,850
    
    
    
    (237
    )Total BFC Financial Corporation (BFC) shareholders equity
    
    
    210,542
    
    
    
    245,059Noncontrolling interests
    
    
    118,150
    
    
    
    158,852Total equity
    
    
    328,692
    
    
    
    403,911Total liabilities and equity
    
    $
    6,150,265
    
    
    
    6,047,037Liabilities of consolidated VIEs included in total liabilities
aboveReceivable-backed notes payable
    
    $
    485,946Total liabilities of consolidated VIEs
    
    $
    485,946
 See Notes to Unaudited Consolidated Financial Statements.
 3




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009RevenuesReal Estate and Other:Sales of real estate, net of estimated uncollectibles
    
    $
    53,575
    
    
    
    1,767
    
    
    
    72,170
    
    
    
    3,194Other resorts and communities operations revenue
    
    
    16,922
    
    
    
    
    
    
    
    32,943
    
    
    
    Other revenues
    
    
    12,892
    
    
    
    869
    
    
    
    24,079
    
    
    
    1,761Interest income
    
    
    30,171
    
    
    
    
    
    
    
    60,182
    
    
    
    113,560
    
    
    
    2,636
    
    
    
    189,374
    
    
    
    4,955Financial Services:Interest income
    
    
    43,648
    
    
    
    57,479
    
    
    
    91,735
    
    
    
    120,387Service charges on deposits
    
    
    15,502
    
    
    
    19,347
    
    
    
    30,550
    
    
    
    38,032Other service charges and fees
    
    
    7,739
    
    
    
    8,059
    
    
    
    15,117
    
    
    
    15,084Securities activities, net
    
    
    312
    
    
    
    692
    
    
    
    3,450
    
    
    
    5,132Other non-interest income
    
    
    2,491
    
    
    
    3,279
    
    
    
    5,017
    
    
    
    5,92969,692
    
    
    
    88,856
    
    
    
    145,869
    
    
    
    184,564Total revenues
    
    
    183,252
    
    
    
    91,492
    
    
    
    335,243
    
    
    
    189,519Costs and ExpensesReal Estate and Other:Cost of sales of real estate
    
    
    13,644
    
    
    
    1,301
    
    
    
    22,540
    
    
    
    1,994Cost of sales of other resorts and communities
operations
    
    
    12,365
    
    
    
    
    
    
    
    25,055
    
    
    
    Interest expense
    
    
    20,069
    
    
    
    3,230
    
    
    
    40,000
    
    
    
    5,478Selling, general and administrative expenses
    
    
    62,266
    
    
    
    11,274
    
    
    
    116,604
    
    
    
    22,229108,344
    
    
    
    15,805
    
    
    
    204,199
    
    
    
    29,701Financial Services:Interest expense
    
    
    9,951
    
    
    
    20,814
    
    
    
    21,795
    
    
    
    45,573Provision for loan losses
    
    
    48,553
    
    
    
    43,494
    
    
    
    79,308
    
    
    
    87,771Employee compensation and benefits
    
    
    25,155
    
    
    
    25,935
    
    
    
    50,533
    
    
    
    54,741Occupancy and equipment
    
    
    13,745
    
    
    
    14,842
    
    
    
    27,327
    
    
    
    29,753Advertising and promotion
    
    
    2,239
    
    
    
    1,979
    
    
    
    4,183
    
    
    
    4,811Check losses
    
    
    521
    
    
    
    991
    
    
    
    953
    
    
    
    1,835Professional fees
    
    
    4,824
    
    
    
    2,695
    
    
    
    7,711
    
    
    
    6,021Supplies and postage
    
    
    921
    
    
    
    999
    
    
    
    1,919
    
    
    
    2,003Telecommunication
    
    
    662
    
    
    
    586
    
    
    
    1,196
    
    
    
    1,284Cost associated with debt redemption
    
    
    53
    
    
    
    1,441
    
    
    
    60
    
    
    
    2,032Provision for tax certificates
    
    
    2,134
    
    
    
    1,414
    
    
    
    2,867
    
    
    
    2,900Restructuring charges and exit activities
    
    
    1,726
    
    
    
    1,406
    
    
    
    1,726
    
    
    
    3,281Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,541Impairment of real estate owned
    
    
    1,221
    
    
    
    411
    
    
    
    1,364
    
    
    
    623FDIC special assessment
    
    
    
    
    
    
    2,428
    
    
    
    
    
    
    
    2,428Other expenses
    
    
    9,060
    
    
    
    7,466
    
    
    
    16,432
    
    
    
    14,896120,765
    
    
    
    126,901
    
    
    
    217,374
    
    
    
    268,493Total costs and expenses
    
    
    229,109
    
    
    
    142,706
    
    
    
    421,573
    
    
    
    298,194(Loss) gain on settlement of investment in
Woodbridges subsidiary
    
    
    (1,135
    )
    
    
    
    
    
    
    (1,135
    )
    
    
    40,369Gain on sale of asset
    
    
    275
    
    
    
    
    
    
    
    275
    
    
    
    Equity in earnings from unconsolidated affiliates
    
    
    276
    
    
    
    10,755
    
    
    
    469
    
    
    
    17,250Impairment of unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,401
    )Impairment of investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Other income
    
    
    924
    
    
    
    794
    
    
    
    1,362
    
    
    
    1,759Loss from continuing operations before income taxes
    
    
    (45,517
    )
    
    
    (39,665
    )
    
    
    (85,359
    )
    
    
    (72,094
    )Less: Provision (benefit) for income taxes
    
    
    392
    
    
    
    
    
    
    
    (4,199
    )
    
    
    Loss from continuing operations
    
    
    (45,909
    )
    
    
    (39,665
    )
    
    
    (81,160
    )
    
    
    (72,094
    )Income from discontinued
operations
    
    
    2,714
    
    
    
    139
    
    
    
    2,465
    
    
    
    3,536Net loss
    
    
    (43,195
    )
    
    
    (39,526
    )
    
    
    (78,695
    )
    
    
    (68,558
    )Less: Net loss attributable to noncontrolling interests
    
    
    (27,015
    )
    
    
    (26,617
    )
    
    
    (41,680
    )
    
    
    (45,246
    )Net loss attributable to BFC
    
    
    (16,180
    )
    
    
    (12,909
    )
    
    
    (37,015
    )
    
    
    (23,312
    )Preferred stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    
    $
    (16,367
    )
    
    
    (13,096
    )
    
    
    (37,390
    )
    
    
    (23,687
    )
 See Notes to Unaudited Consolidated Financial Statements.
 4




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic and Diluted (Loss) Earnings Per Common ShareAttributable to BFC (Note 22):Basic (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (0.26
    )
    
    
    (0.29
    )
    
    
    (0.53
    )
    
    
    (0.55
    )Earnings per share from discontinued operations
    
    
    0.04
    
    
    
    
    
    
    
    0.03
    
    
    
    0.03Net loss per common share
    
    $
    (0.22
    )
    
    
    (0.29
    )
    
    
    (0.50
    )
    
    
    (0.52
    )Diluted (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (0.26
    )
    
    
    (0.29
    )
    
    
    (0.53
    )
    
    
    (0.55
    )Earnings per share from discontinued operations
    
    
    0.04
    
    
    
    
    
    
    
    0.03
    
    
    
    0.03Net loss per common share
    
    $
    (0.22
    )
    
    
    (0.29
    )
    
    
    (0.50
    )
    
    
    (0.52
    )Basic weighted average number of
common shares outstanding
    
    
    75,379
    
    
    
    45,126
    
    
    
    75,378
    
    
    
    45,120Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    75,379
    
    
    
    45,126
    
    
    
    75,378
    
    
    
    45,120Amounts attributable to BFC common shareholders:Loss from continuing operations
    
    $
    (19,081
    )
    
    
    (13,129
    )
    
    
    (39,855
    )
    
    
    (24,788
    )Income from discontinued operations
    
    
    2,714
    
    
    
    33
    
    
    
    2,465
    
    
    
    1,101Net loss attributable to BFC common shareholders
    
    $
    (16,367
    )
    
    
    (13,096
    )
    
    
    (37,390
    )
    
    
    (23,687
    )
 See Notes to Unaudited Consolidated Financial Statements.
 5




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Comprehensive Loss   Unaudited
(In thousands)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net loss
    
    $
    (43,195
    )
    
    
    (39,526
    )
    
    
    (78,695
    )
    
    
    (68,558
    )Other comprehensive income, net of tax:Unrealized gains on securities available for sale
    
    
    1,636
    
    
    
    6,705
    
    
    
    5,075
    
    
    
    13,721Unrealized gains associated with investment
in unconsolidated affiliates
    
    
    
    
    
    
    132
    
    
    
    
    
    
    
    605Pro-Rata share of cumulative impact of accounting changes
recognized by Bluegreen Corporation on
retained interests in notes receivable sold
    
    
    
    
    
    
    (1,251
    )
    
    
    
    
    
    
    (1,251
    )Realized gains reclassified into net loss
    
    
    
    
    
    
    (693
    )
    
    
    (3,139
    )
    
    
    (2,737
    )Other comprehensive income
    
    
    1,636
    
    
    
    4,893
    
    
    
    1,936
    
    
    
    10,338Comprehensive loss
    
    
    (41,559
    )
    
    
    (34,633
    )
    
    
    (76,759
    )
    
    
    (58,220
    )Less: Comprehensive loss attributable to noncontrolling
interests
    
    
    (25,849
    )
    
    
    (25,864
    )
    
    
    (41,906
    )
    
    
    (40,604
    )Total comprehensive loss attributable to BFC
    
    $
    (15,710
    )
    
    
    (8,769
    )
    
    
    (34,853
    )
    
    
    (17,616
    )
 See Notes to Unaudited Consolidated Financial Statements.
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##### Table of Contents



BFC Financial Corporation
Consolidated Statement of Changes in Equity  Unaudited
For the Six Months Ended June 30, 2010
(In thousands)
 AccumulatedOther(Accumulated
    
    
    Compre-
    
    
    Total
    
    
    Non-Shares of Common
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    Deficit)
    
    
    hensive
    
    
    BFC
    
    
    controllingStock Outstanding
    
    
    Common
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Income
    
    
    Shareholders
    
    
    Interest in
    
    
    TotalClass A
    
    
    Class B
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    (Loss)
    
    
    Equity
    
    
    Subsidiaries
    
    
    EquityBalance, December 31, 2009
    
    
    68,521
    
    
    
    6,854
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    16,608
    
    
    $
    (237
    )
    
    $
    245,059
    
    
    $
    158,852
    
    
    $
    403,911Cumulative effect of change
in accounting principle (Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,137
    )
    
    
    925
    
    
    
    (1,212
    )
    
    
    (811
    )
    
    
    (2,023
    )Balance beginning of year, as
adjusted
    
    
    
    
    
    
    
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    14,471
    
    
    $
    688
    
    
    $
    243,847
    
    
    $
    158,041
    
    
    $
    401,888Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,015
    )
    
    
    
    
    
    
    (37,015
    )
    
    
    (41,680
    )
    
    
    (78,695
    )Other comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,162
    
    
    
    2,162
    
    
    
    (226
    )
    
    
    1,936Issuance of Class B Common Stock
from exercise of options
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Net effect of subsidiaries capital
transactions attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,249
    
    
    
    
    
    
    
    
    
    
    
    1,249
    
    
    
    
    
    
    
    1,249Noncontrolling interest net effect of
subsidiaries capital transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,015
    
    
    
    2,015Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )Share-based compensation
related to stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672
    
    
    
    
    
    
    
    
    
    
    
    672
    
    
    
    
    
    
    
    672Balance, June 30, 2010
    
    
    68,521
    
    
    
    6,859
    
    
    $
    685
    
    
    $
    69
    
    
    $
    229,857
    
    
    $
    (22,919
    )
    
    $
    2,850
    
    
    $
    210,542
    
    
    $
    118,150
    
    
    $
    328,692
 See Notes to Unaudited Consolidated Financial Statements.
 7




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Six Months EndedJune 30,2010
    
    
    2009Net cash provided by operating activities
    
    $
    176,257
    
    
    
    11,017Investing activities:Purchase of interest-bearing deposits in other financial
institutions
    
    
    (33,863
    )
    
    
    Proceeds from redemption and maturity of investment securities
and tax certificates
    
    
    68,993
    
    
    
    98,569Purchase of investment securities and tax certificates
    
    
    (93,142
    )
    
    
    (107,816
    )Purchase of securities available for sale
    
    
    (84,762
    )
    
    
    Proceeds from sales of securities available for sale
    
    
    73,540
    
    
    
    205,679Proceeds from maturities of securities available for sale
    
    
    64,943
    
    
    
    80,047Decrease in restricted cash
    
    
    9,160
    
    
    
    13,443Cash paid in settlement of Woodbridge subsidiarys bankruptcy
    
    
    
    
    
    
    (12,430
    )Purchases of FHLB stock
    
    
    
    
    
    
    (2,295
    )Redemption of FHLB stock
    
    
    
    
    
    
    8,151Investments in unconsolidated affiliates
    
    
    
    
    
    
    (630
    )Distributions from unconsolidated affiliates
    
    
    85
    
    
    
    398Net decrease in loans
    
    
    183,598
    
    
    
    185,352Proceeds from the sale of loans receivable
    
    
    26,871
    
    
    
    5,427Improvements to real estate owned
    
    
    (800
    )
    
    
    (577
    )Proceeds from sales of real estate owned
    
    
    12,362
    
    
    
    1,372Proceeds from the sale of assets
    
    
    75,305
    
    
    
    Disposals of office properties and equipment
    
    
    528
    
    
    
    144Purchases of office property and equipment
    
    
    (4,101
    )
    
    
    (2,072
    )Investment in of acquisition of Pizza Fusion
    
    
    
    
    
    
    3,000Net cash provided by investing activities
    
    
    298,717
    
    
    
    475,762Financing activities:Net increase in deposits
    
    
    35,662
    
    
    
    135,251Prepayment of FHLB advances
    
    
    (2,061
    )
    
    
    (526,032
    )Net (repayments) proceeds from FHLB advances
    
    
    (165,000
    )
    
    
    154,000Decrease in short-term borrowings
    
    
    (476
    )
    
    
    (254,658
    )Prepayment of notes and bonds payable
    
    
    (661
    )
    
    
    Repayment of notes, mortgage notes and bonds payable
    
    
    (178,600
    )
    
    
    (1,656
    )Proceeds from notes, mortgage notes and bonds payable
    
    
    21,508
    
    
    
    132Payments for debt issuance costs
    
    
    (958
    )
    
    
    (294
    )Preferred stock dividends paid
    
    
    (375
    )
    
    
    (375
    )Purchase and retirement of Woodbridge common stock
    
    
    
    
    
    
    (13
    )Payments for
the issuance costs of BankAtlantic Bancorp Class A common stock
    
    
    (118
    )
    
    
    BankAtlantic Bancorp common stock dividends paid to non-BFC
shareholders
    
    
    
    
    
    
    (198
    )Proceeds from the exercise of BFC stock options
    
    
    2
    
    
    
    Proceeds from the issuance of common stock in Pizza Fusion
    
    
    783
    
    
    
    BankAtlantic Bancorp non-controlling interest distributions
    
    
    (338
    )
    
    
    Net cash used in financing activities
    
    
    (290,632
    )
    
    
    (493,843
    )Increase (decrease) in cash and cash equivalents
    
    
    184,342
    
    
    
    (7,064
    )Cash and cash equivalents at beginning of period
    
    
    316,080
    
    
    
    278,937Cash and cash equivalents at end of period
    
    $
    500,422
    
    
    
    271,873
 See Notes to Unaudited Consolidated Financial Statements.
 8




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Six Months EndedJune 30,2010
    
    
    2009Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    50,691
    
    
    
    54,641Income taxes
refunded; net of payments
    
    
    60,222
    
    
    
    Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to real estate owned
    
    
    22,115
    
    
    
    16,403Long-lived assets held-for-use transferred to assets held for sale
    
    
    1,919
    
    
    
    Long-lived assets held-for-sale transferred to assets held for use
    
    
    1,239
    
    
    
    Securities
purchased pending settlement
    
    
    30,002
    
    
    
    Net increase in BFC shareholders equity from
the effect of subsidiaries capital transactions, net of taxes
    
    
    1,249
    
    
    
    732Net decrease in equity resulting from cumulative effect of
change in accounting principle (See Note 2)
    
    
    (2,023
    )
    
    
    Net increase in shareholders equity resulting from the cumulative impact of
accounting changes recognized by Bluegreen on retained interests in
notes receivable sold
    
    
    
    
    
    
    485
 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
        10




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##### Table of Contents



2. Cumulative Effect of Change in Accounting Principle
   11




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##### Table of Contents



ConsolidationBankAtlanticDecember 31,
    
    
    Bluegreens
    
    
    Bancorps
    
    
    
    
    
    
    
    January 1,2009
    
    
    QSPEs
    
    
    Joint Venture (1)
    
    
    Total
    
    
    
    2010Restricted cash
    
    $
    24,020
    
    
    
    36,518
    
    
    
    
    
    
    
    36,518
    
    
    
    60,538Loans receivable
    
    
    3,678,894
    
    
    
    
    
    
    
    3,214
    
    
    
    3,214
    
    
    
    3,682,108Notes receivable
    
    
    277,274
    
    
    
    377,265
    
    
    
    
    
    
    
    377,265
    
    
    
    654,539Real estate inventory
    
    
    494,291
    
    
    
    16,403
    
    
    
    
    
    
    
    16,403
    
    
    
    510,694Retained interest in notes receivable
sold
    
    
    26,340
    
    
    
    (26,340
    )
    
    
    
    
    
    
    (26,340
    )
    
    
    Investment in unconsolidated affiliates
    
    
    15,272
    
    
    
    
    
    
    
    (3,256
    )
    
    
    (3,256
    )
    
    
    12,016Other assets
    
    
    96,750
    
    
    
    9,970
    
    
    
    367
    
    
    
    10,337
    
    
    
    107,087Change in related assets
    
    $
    4,612,841
    
    
    
    413,816
    
    
    
    325
    
    
    
    414,141
    
    
    
    5,026,982Other liabilities
    
    $
    186,453
    
    
    
    3,544
    
    
    
    18
    
    
    
    3,562
    
    
    
    190,015Deferred income taxes
    
    
    31,204
    
    
    
    1,233
    
    
    
    
    
    
    
    1,233
    
    
    
    32,437Receivable -backed notes payable
    
    
    237,416
    
    
    
    411,369
    
    
    
    
    
    
    
    411,369
    
    
    
    648,785Change in related liabilities
    
    $
    455,073
    
    
    
    416,146
    
    
    
    18
    
    
    
    416,164
    
    
    
    871,237Total BFCs shareholders equity
    
    $
    245,059
    
    
    
    (1,212
    )
    
    
    
    
    
    
    (1,212
    )
    
    
    243,847Noncontrolling interests
    
    
    158,852
    
    
    
    (1,118
    )
    
    
    307
    
    
    
    (811
    )
    
    
    158,041Total equity
    
    $
    403,911
    
    
    
    (2,330
    )
    
    
    307
    
    
    
    (2,023
    )
    
    
    401,888
 
 (1)
    
    As a result of the adoption of the accounting guidance associated with the consolidation of
VIEs, we consolidated BankAtlantic Bancorps factoring joint venture, BankAtlantic Business
Capital, LLC (BBC). Prior to January 1, 2010, the investment in BBC was accounted for using
the equity method of accounting. 3. Liquidity
 BFC
     12




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##### Table of Contents



Woodbridge
   Core Communities
  13




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##### Table of Contents



BankAtlantic Bancorp and BankAtlantic
   14




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##### Table of Contents



4. Share Acquisitions
 Bluegreen Share Acquisition
   Additional Shares Purchased in BankAtlantic Bancorps Rights Offering
  Certain Relationships and Related Party Transactions,
 15




---



##### Table of Contents



5. Discontinued Operations
 Real Estate
 Core Communities
     June 30,
    
    
    December 31,2010
    
    
    2009Restricted cash
    
    $
    
    
    
    
    538Property and equipment, net
    
    
    
    
    
    
    61,588Other assets
    
    
    
    
    
    
    9,774Assets held for sale
    
    $
    
    
    
    
    71,900Accounts payable, accrued liabilities and other
    
    $
    
    
    
    
    1,602Notes and mortgage payable
    
    
    
    
    
    
    74,749Liabilities related to assets held for sale
    
    $
    
    
    
    
    76,351
 16




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##### Table of Contents



For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue and other income
    
    $
    1,117
    
    
    
    2,181
    
    
    
    2,951
    
    
    
    4,183Costs and expenses
    
    
    1,020
    
    
    
    2,042
    
    
    
    3,103
    
    
    
    4,848Income (loss) before income taxes
    
    
    97
    
    
    
    139
    
    
    
    (152
    )
    
    
    (665
    )Gain on sale of discontinued
operations
    
    
    2,617
    
    
    
    
    
    
    
    2,617
    
    
    
    (Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from discontinued
operations
    
    $
    2,714
    
    
    
    139
    
    
    
    2,465
    
    
    
    (665
    )
 Financial Services
  6. Fair Value Measurement
        17




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##### Table of Contents



Fair Value Measurements usingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    135,573
    
    
    
    
    
    
    
    135,573
    
    
    
    REMICS (1)
    
    
    87,270
    
    
    
    
    
    
    
    87,270
    
    
    
    Agency bonds
    
    
    50,101
    
    
    
    
    
    
    
    50,101
    
    
    
    Municipal bonds
    
    
    570
    
    
    
    
    
    
    
    570
    
    
    
    Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Foreign currency put options
    
    
    638
    
    
    
    638
    
    
    
    
    
    
    
    Benihana Convertible
Preferred Stock
    
    
    20,159
    
    
    
    
    
    
    
    
    
    
    
    20,159Other equity securities
    
    
    33,323
    
    
    
    33,323
    
    
    
    
    
    
    
    Total
    
    $
    327,884
    
    
    
    33,961
    
    
    
    273,514
    
    
    
    20,409
 
 (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 are guaranteed by government agencies.  Quoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    211,945
    
    
    
    
    
    
    
    211,945
    
    
    
    REMICS (1)
    
    
    107,347
    
    
    
    
    
    
    
    107,347
    
    
    
    Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    17,766
    
    
    
    
    
    
    
    
    
    
    
    17,766Other equity securities
    
    
    9,067
    
    
    
    9,067
    
    
    
    
    
    
    
    Total securities available for sale
at fair value
    
    
    346,375
    
    
    
    9,067
    
    
    
    319,292
    
    
    
    18,016Retained interest in notes
receivable sold
    
    
    26,340
    
    
    
    
    
    
    
    
    
    
    
    26,340Total
    
    $
    372,715
    
    
    
    9,067
    
    
    
    319,292
    
    
    
    44,356
 
 (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 are guaranteed by government agencies.  18




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##### Table of Contents



For the Three Months Ended June 30, 2010BenihanaConvertibleOther Bonds
    
    
    Preferred Stock
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    20,247
    
    
    
    20,497Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    
    
    
    
    (88
    )
    
    
    (88
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Balance at June 30, 2010
    
    $
    250
    
    
    
    20,159
    
    
    
    20,409
  Three Months Ended June 30, 2009BenihanaConvertible
    
    
    EquityOther Bonds
    
    
    Preferred Stock
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    16,384
    
    
    
    1,252
    
    
    
    17,886Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive
income
    
    
    
    
    
    
    4,127
    
    
    
    336
    
    
    
    4,463Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    20,511
    
    
    
    210
    
    
    
    20,971
  For the Six Months Ended June 30, 2010RetainedInterests in
    
    
    
    
    
    
    BenihanaNotes
    
    
    Other
    
    
    Convertible
    
    
    EquityReceivable Sold
    
    
    Bonds
    
    
    Preferred Stock
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    26,340
    
    
    
    250
    
    
    
    17,766
    
    
    
    
    
    
    
    44,356Total gains
and losses (realized/unrealized)
Included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of change in
accounting principle (1)
    
    
    (26,340
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,340
    )Included in other comprehensive
income
    
    
    
    
    
    
    
    
    
    
    2,393
    
    
    
    
    
    
    
    2,393Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at June 30, 2010
    
    $
    
    
    
    
    250
    
    
    
    20,159
    
    
    
    
    
    
    
    20,409
 (1)
    
    Retained interests in notes receivable sold was eliminated upon a change in accounting
principle. For further information see Note 2.
 19




---



##### Table of Contents



For the Six Months Ended June 30, 2009BenihanaOther
    
    
    Convertible
    
    
    EquityBonds
    
    
    Preferred Stock
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    16,426
    
    
    
    1,588
    
    
    
    18,264Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive
income
    
    
    
    
    
    
    4,085
    
    
    
    
    
    
    
    4,085Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    20,511
    
    
    
    210
    
    
    
    20,971
       Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the fair
value
of the underlying collateral
    
    $
    302,199
    
    
    
    
    
    
    
    
    
    
    
    302,199
    
    
    
    74,584Impaired real estate owned
    
    
    6,578
    
    
    
    
    
    
    
    
    
    
    
    6,578
    
    
    
    1,364Impaired real estate held
for sale
    
    
    3,490
    
    
    
    
    
    
    
    
    
    
    
    3,490
    
    
    
    1,532Total
    
    $
    312,267
    
    
    
    
    
    
    
    
    
    
    
    312,267
    
    
    
    77,480
 20




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##### Table of Contents



Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the
fair value of the underlying
collateral
    
    $
    177,326
    
    
    
    
    
    
    
    
    
    
    
    177,326
    
    
    
    37,744Impaired real estate owned
    
    
    2,955
    
    
    
    
    
    
    
    
    
    
    
    2,955
    
    
    
    623Impaired real estate held
for sale
    
    
    2,130
    
    
    
    
    
    
    
    
    
    
    
    2,130
    
    
    
    33Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,541Investment in Bluegreen
    
    
    23,984
    
    
    
    23,984
    
    
    
    
    
    
    
    
    
    
    
    20,401Total
    
    $
    206,395
    
    
    
    23,984
    
    
    
    
    
    
    
    182,411
    
    
    
    67,342
  Loans Receivable Measured For Impairment
  Impaired Real Estate Owned and Real Estate Held for Sale
  Impaired Goodwill
  21




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##### Table of Contents



Financial Disclosures about Fair Value of Financial Instruments
  June 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    500,422
    
    
    
    500,422
    
    
    
    316,080
    
    
    
    316,080Interest bearing deposits in other
financial institutions
    
    
    33,863
    
    
    
    33,863
    
    
    
    
    
    
    
    Restricted cash
    
    
    50,618
    
    
    
    50,618
    
    
    
    24,020
    
    
    
    24,020Securities available for sale
    
    
    327,246
    
    
    
    327,246
    
    
    
    346,375
    
    
    
    346,375Derivatives
    
    
    638
    
    
    
    638
    
    
    
    
    
    
    
    Investment securities
    
    
    1,981
    
    
    
    1,981
    
    
    
    9,654
    
    
    
    9,654Tax Certificates
    
    
    139,731
    
    
    
    142,302
    
    
    
    110,991
    
    
    
    112,472Federal home loan bank stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    48,751
    
    
    
    48,751Retained interest in notes receivable sold
    
    
    
    
    
    
    
    
    
    
    26,340
    
    
    
    26,340Loans receivable including
loans held for sale, net
    
    
    3,377,438
    
    
    
    3,004,589
    
    
    
    3,683,441
    
    
    
    3,381,796Notes receivable
    
    
    620,498
    
    
    
    655,000
    
    
    
    277,274
    
    
    
    277,274Financial liabilities:Deposits
    
    $
    3,984,480
    
    
    
    3,987,121
    
    
    
    3,948,818
    
    
    
    3,950,840Advances from FHLB
    
    
    115,000
    
    
    
    115,000
    
    
    
    282,012
    
    
    
    282,912Securities sold under agreements to repurchase
and short-term borrowings
    
    
    26,795
    
    
    
    26,795
    
    
    
    27,271
    
    
    
    27,271Receivable-backed notes payable
    
    
    592,533
    
    
    
    580,318
    
    
    
    237,416
    
    
    
    237,416Notes and mortgage notes payable and other
borrowings
    
    
    369,510
    
    
    
    367,464
    
    
    
    395,361
    
    
    
    392,047Mortgage payables associated with assets
held for sale
    
    
    
    
    
    
    
    
    
    
    74,749
    
    
    
    74,749Junior subordinated debentures
    
    
    453,829
    
    
    
    219,938
    
    
    
    447,211
    
    
    
    170,598
  22




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##### Table of Contents



23




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##### Table of Contents



7. Securities Available for Sale
  As of June 30, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    127,159
    
    
    
    8,414
    
    
    
    
    
    
    
    135,573Agency bonds
    
    
    49,992
    
    
    
    109
    
    
    
    
    
    
    
    50,101REMICS (1)
    
    
    84,229
    
    
    
    3,041
    
    
    
    
    
    
    
    87,270Total mortgage-backed securities
    
    
    261,380
    
    
    
    11,564
    
    
    
    
    
    
    
    272,944Investment securities:Municipal bonds
    
    
    574
    
    
    
    
    
    
    
    4
    
    
    
    570Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    3,733
    
    
    
    
    
    
    
    20,159Equity and other securities
    
    
    33,151
    
    
    
    174
    
    
    
    2
    
    
    
    33,323Total investment securities
    
    
    50,401
    
    
    
    3,907
    
    
    
    6
    
    
    
    54,302Total
    
    $
    311,781
    
    
    
    15,471
    
    
    
    6
    
    
    
    327,246
 As of December 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    202,985
    
    
    
    8,961
    
    
    
    1
    
    
    
    211,945REMICS (1)
    
    
    104,329
    
    
    
    3,037
    
    
    
    19
    
    
    
    107,347Total mortgage-backed securities
    
    
    307,314
    
    
    
    11,998
    
    
    
    20
    
    
    
    319,292Investment securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    1,340
    
    
    
    
    
    
    
    17,766Equity and other securities
    
    
    8,947
    
    
    
    126
    
    
    
    6
    
    
    
    9,067Total investment securities
    
    
    25,623
    
    
    
    1,466
    
    
    
    6
    
    
    
    27,083Total
    
    $
    332,937
    
    
    
    13,464
    
    
    
    26
    
    
    
    346,375
 
 (1)
    
    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 are
guaranteed by government agencies. 24




---



##### Table of Contents



As of June 30, 2010Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMunicipal bonds
    
    
    570
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    570
    
    
    
    (4
    )Equity securities
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    (2
    )
    
    
    8
    
    
    
    (2
    )Total available
for sale securities:
    
    $
    570
    
    
    
    (4
    )
    
    
    8
    
    
    
    (2
    )
    
    
    578
    
    
    
    (6
    )
 As of December 31, 2009Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMortgage-backed securities
    
    $
    
    
    
    
    
    
    
    
    159
    
    
    
    (1
    )
    
    
    159
    
    
    
    (1
    )REMICS
    
    
    
    
    
    
    
    
    
    
    21,934
    
    
    
    (19
    )
    
    
    21,934
    
    
    
    (19
    )Equity securities
    
    
    4
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    (6
    )Total available
for sale securities:
    
    $
    4
    
    
    
    (6
    )
    
    
    22,093
    
    
    
    (20
    )
    
    
    22,097
    
    
    
    (26
    )
    Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairJune 30, 2010 (1)
    
    Cost
    
    
    ValueDue within one year
    
    $
    718
    
    
    
    718Due after one year, but within five years
    
    
    50,138
    
    
    
    50,245Due after five years, but within ten years
    
    
    27,708
    
    
    
    28,585Due after ten years
    
    
    183,640
    
    
    
    194,216Total
    
    $
    262,204
    
    
    
    273,764
 
 (1)
    
    Scheduled maturities in the above table are based
on contractual maturities but may vary significantly from actual
maturities due to prepayments.  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Gross gains on securities sales
    
    $
    
    
    
    
    2,070
    
    
    
    3,138
    
    
    
    6,510Gross losses on securities sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceed from sales of securities
    
    
    
    
    
    
    43,277
    
    
    
    46,911
    
    
    
    205,679
 25




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##### Table of Contents



BFC  Benihana Investment
    8. Derivatives
  Contract
    
    Expiration
    
    Strike
    
    
    
    
    
    FairAmount
    
    Date
    
    Price
    
    Premium
    
    Value
    2,800
    
    
    Nov-10
    
    $
    1.34
    
    
    $
    166
    
    
    
    3331,600
    
    
    Dec-10
    
    
    1.34
    
    
    
    104
    
    
    
    200400
    
    
    Jan-11
    
    
    1.34
    
    
    
    28
    
    
    
    53400
    
    
    Apr-11
    
    
    1.34
    
    
    
    31
    
    
    
    52
    5,200
    
    
    
    
    
    
    
    
    $
    329
    
    
    
    638
  26




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##### Table of Contents



9. Loans Receivable
  June 30,
    
    
    December 31,2010
    
    
    2009Real estate loans:Residential
    
    $
    1,385,403
    
    
    
    1,538,906Builder land loans
    
    
    23,482
    
    
    
    57,807Land acquisition and development
    
    
    150,305
    
    
    
    182,235Land acquisition, development and
construction
    
    
    14,327
    
    
    
    26,184Construction and development
    
    
    180,469
    
    
    
    211,809Commercial
    
    
    707,850
    
    
    
    688,386Consumer  home equity
    
    
    633,126
    
    
    
    669,690Small business
    
    
    211,829
    
    
    
    213,591Other loans:Commercial business
    
    
    129,648
    
    
    
    155,226Small business  non-mortgage
    
    
    95,717
    
    
    
    99,113Consumer loans
    
    
    19,300
    
    
    
    15,935Deposit overdrafts
    
    
    5,701
    
    
    
    4,816Total gross loans
    
    
    3,557,157
    
    
    
    3,863,698Adjustments:Premiums, discounts and net deferred fees
    
    
    2,282
    
    
    
    2,414Allowance for loan losses
    
    
    (187,862
    )
    
    
    (187,218
    )Loans receivable  net
    
    $
    3,371,577
    
    
    
    3,678,894Loans held for sale
    
    $
    5,861
    
    
    
    4,547
    June 30,
    
    
    December 31,2010
    
    
    2009Construction and development
    
    $
    33,403
    
    
    
    43,432Commercial
    
    
    30,159
    
    
    
    25,696Total undisbursed loans in process
    
    $
    63,562
    
    
    
    69,128
 27




---



##### Table of Contents



Allowance for Loan Losses (in thousands):
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    177,597
    
    
    
    158,397
    
    
    
    187,218
    
    
    
    137,257Loans charged-off
    
    
    (39,167
    )
    
    
    (30,332
    )
    
    
    (80,590
    )
    
    
    (54,261
    )Recoveries of loans
previously charged-off
    
    
    879
    
    
    
    661
    
    
    
    1,926
    
    
    
    1,453Net charge-offs
    
    
    (38,288
    )
    
    
    (29,671
    )
    
    
    (78,664
    )
    
    
    (52,808
    )Provision for loan losses
    
    
    48,553
    
    
    
    43,494
    
    
    
    79,308
    
    
    
    87,771Balance, end of period
    
    $
    187,862
    
    
    
    172,220
    
    
    
    187,862
    
    
    
    172,220
  June 30, 2010
    
    
    December 31, 2009Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    368,312
    
    
    
    101,100
    
    
    
    249,477
    
    
    
    70,485Impaired loans without
specific
valuation allowances
    
    
    208,734
    
    
    
    
    
    
    
    196,018
    
    
    
    Total
    
    $
    577,046
    
    
    
    101,100
    
    
    
    445,495
    
    
    
    70,485
     For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Contracted interest
income
    
    $
    6,388
    
    
    
    6,408
    
    
    
    12,065
    
    
    
    11,505Interest income
recognized
    
    
    (769
    )
    
    
    (734
    )
    
    
    (1,013
    )
    
    
    (1,428
    )Foregone interest income
    
    $
    5,619
    
    
    
    5,674
    
    
    
    11,052
    
    
    
    10,077
 28




---



##### Table of Contents



10. Notes Receivable
  June 30,
    
    
    December 31,2010
    
    
    2009Notes receivable, gross
    
    $
    756,307
    
    
    
    356,133Discount on notes receivable
    
    
    (68,758
    )
    
    
    (74,873
    )Notes receivable, net of discount
    
    
    687,549
    
    
    
    281,260Allowance for loan losses
    
    
    (67,051
    )
    
    
    (3,986
    )Notes receivable, net
    
    $
    620,498
    
    
    
    277,274
   Balance at December 31, 2009
    
    $
    3,986One-time impact of the amendment to the accounting
guidance for transfer of financial assets and the
amendment to the accounting guidance for the
consolidation of VIEs (see Note 2)
    
    
    86,252Provision for loan losses
    
    
    11,995Write-offs of uncollectible receivables
    
    
    (35,182
    )Balance at June 30, 2010
    
    $
    67,051
   11. Variable Interest Entities  Bluegreen
   29




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##### Table of Contents



Receivable-Backed Notes
Payable, .
  12. Real Estate Inventory
  June 30,
    
    
    December 31,2010
    
    
    2009Land and land development costs
    
    $
    244,344
    
    
    
    264,454Bluegreen Resorts
    
    
    231,508
    
    
    
    222,026Other costs
    
    
    518
    
    
    
    552Land and facilities held for sale
    
    
    6,528
    
    
    
    7,259Total
    
    $
    482,898
    
    
    
    494,291
   13. Investments in Unconsolidated Affiliates
  30




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2009Pro rata share of Bluegreens net income
    
    $
    2,076
    
    
    
    3,158Amortization of basis difference (a)
    
    
    8,638
    
    
    
    13,892Total earnings from Bluegreen Corporation
    
    $
    10,714
    
    
    
    17,050
 
 (a)
    
    As a result of the impairment charges previously taken under the equity
method prior to our consolidation of Bluegreen in November 2009, a basis difference
was created between the investment in Bluegreen and the underlying assets and
liabilities carried on the books of Bluegreen. Therefore, earnings from Bluegreen
were adjusted each period to reflect the amortization of this basis difference. As
such, a methodology was established to allocate the impairment loss to the relative
estimates of the fair value of Bluegreens underlying assets based upon the
position that the impairment loss was a reflection of the perceived value of these
underlying assets. The appropriate amortization was calculated based on the
estimated useful lives of the underlying assets and other relevant data associated
with each asset category. 14. Goodwill
  15. Notes and Mortgage Notes Payable and Other Borrowings
 Woodbridge
  31




---



##### Table of Contents



Core
  Bluegreen
  The GMAC AD&C Facility
 H4BG Communities Facility
 The Wachovia Notes Payable
 The
Wachovia Line-of-Credit
 The Wells Fargo Term Loan.
 32




---



##### Table of Contents



Receivable-Backed Notes Payable
  Liberty Bank Facility
 GE Bluegreen/Big Cedar Receivables Facility
 The Wells Fargo Facility.
 BB&T Purchase Facility
   Non-recourse receivable-backed notes
    
    As ofpayable previously reported as off-balance
    
    June 30, 2010sheet (1):
    
    Debt Balance
    
    
    Interest RateBB&T Purchase Facility
    
    $
    113,799
    
    
    
    5.75
    %GE 2004 Facility
    
    
    11,080
    
    
    
    7.16
    %2004 Term Securitization
    
    
    22,772
    
    
    
    5.27
    %2005 Term Securitization
    
    
    65,140
    
    
    
    5.98
    %GE 2006 Facility
    
    
    55,995
    
    
    
    7.35
    %2006 Term Securitization
    
    
    59,875
    
    
    
    6.16
    %2007 Term Securitization
    
    
    113,830
    
    
    
    7.32
    %2008 Term Securitization
    
    
    43,455
    
    
    
    7.88
    %Total
    
    $
    485,946
 
 (1)
    
    With the exception of the BB&T Purchase Facility, non-recourse receivable-backed notes payable
were reported off-balance sheet prior to January 1, 2010. 33




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##### Table of Contents



Junior Subordinated Debentures
      16. Development Bonds Payable
   34




---



##### Table of Contents



17. Interest Expense
  For the Three Months Ended,
    
    
    For the Six Months Ended,June 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Real Estate and Other:Interest incurred on borrowings
    
    $
    20,183
    
    
    
    3,881
    
    
    
    40,185
    
    
    
    7,763Interest capitalized
    
    
    (114
    )
    
    
    (651
    )
    
    
    (185
    )
    
    
    (2,285
    )20,069
    
    
    
    3,230
    
    
    
    40,000
    
    
    
    5,478Financial Services:Interest on deposits
    
    
    6,021
    
    
    
    11,527
    
    
    
    13,078
    
    
    
    24,514Interest on advances from FHLB
    
    
    1
    
    
    
    5,082
    
    
    
    959
    
    
    
    12,246Interest on short term borrowings
    
    
    7
    
    
    
    19
    
    
    
    15
    
    
    
    191Interest on debentures and bonds payable
    
    
    3,922
    
    
    
    4,186
    
    
    
    7,743
    
    
    
    8,6229,951
    
    
    
    20,814
    
    
    
    21,795
    
    
    
    45,573Total interest expense
    
    $
    30,020
    
    
    
    24,044
    
    
    
    61,795
    
    
    
    51,051
 18. Noncontrolling Interests
  June 30,
    
    
    December 31,2010
    
    
    2009BankAtlantic Bancorp
    
    $
    44,175
    
    
    
    88,910Bluegreen
    
    
    42,726
    
    
    
    41,905Joint ventures
    
    
    31,249
    
    
    
    28,037$
    118,150
    
    
    
    158,852
  For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Noncontrolling interest Continuing Operations:BankAtlantic Bancorp
    
    $
    (32,336
    )
    
    
    (26,868
    )
    
    
    (45,355
    )
    
    
    (59,517
    )Woodbridge
    
    
    
    
    
    
    412
    
    
    
    
    
    
    
    12,322Bluegreen
    
    
    4,096
    
    
    
    
    
    
    
    1,300
    
    
    
    Joint ventures
    
    
    1,225
    
    
    
    (267
    )
    
    
    2,375
    
    
    
    (486
    )$
    (27,015
    )
    
    
    (26,723
    )
    
    
    (41,680
    )
    
    
    (47,681
    )Noncontrolling interest Discontinued Operations:BankAtlantic Bancorp
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    2,943Woodbridge
    
    
    
    
    
    
    106
    
    
    
    
    
    
    
    (508
    )$
    
    
    
    
    106
    
    
    
    
    
    
    
    2,435Net Loss Attributable to
Noncontrolling
Interests
    
    $
    (27,015
    )
    
    
    (26,617
    )
    
    
    (41,680
    )
    
    
    (45,246
    )
 35




---



##### Table of Contents



19. Segment Reporting
       BFC Activities
  36




---



##### Table of Contents



Real Estate Operations
  Bluegreen Resorts
  Bluegreen Communities
  BankAtlantic
  BankAtlantic Bancorp Parent Company
  37




---



##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real Estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2010
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    2,455
    
    
    
    48,183
    
    
    
    2,937
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,575Other resorts and communities operations
revenue
    
    
    
    
    
    
    
    
    
    
    16,423
    
    
    
    499
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,922Other real estate revenues
    
    
    482
    
    
    
    297
    
    
    
    12,130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    12,892Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,271
    
    
    
    81
    
    
    
    30,467
    
    
    
    73,819Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,271
    
    
    
    274
    
    
    
    (501
    )
    
    
    26,044Total revenues
    
    
    482
    
    
    
    2,752
    
    
    
    76,736
    
    
    
    3,436
    
    
    
    69,542
    
    
    
    355
    
    
    
    29,949
    
    
    
    183,252Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    2,175
    
    
    
    9,065
    
    
    
    2,404
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,644Cost of sales of other revenues
    
    
    
    
    
    
    
    
    
    
    11,452
    
    
    
    913
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,365Interest expense
    
    
    1,643
    
    
    
    1,867
    
    
    
    
    
    
    
    
    
    
    
    6,263
    
    
    
    3,660
    
    
    
    16,587
    
    
    
    30,020Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,634
    
    
    
    4,919
    
    
    
    
    
    
    
    48,553Selling, general and administrative
    
    
    7,141
    
    
    
    1,802
    
    
    
    38,960
    
    
    
    4,216
    
    
    
    
    
    
    
    
    
    
    
    10,147
    
    
    
    62,266Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,515
    
    
    
    3,393
    
    
    
    (647
    )
    
    
    62,261Total costs and expenses
    
    
    8,784
    
    
    
    5,844
    
    
    
    59,477
    
    
    
    7,533
    
    
    
    109,412
    
    
    
    11,972
    
    
    
    26,087
    
    
    
    229,109Loss on settlement of investment in
Woodbridges subsidiary
    
    
    (1,135
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,135
    )Gain on sale
of assets
    
    
    
    
    
    
    275
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275Equity in earnings from unconsolidated
affiliates
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    237
    
    
    
    35
    
    
    
    276Other income
    
    
    1,772
    
    
    
    433
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,281
    )
    
    
    924(Loss) income from continuing operations
before
income taxes
    
    
    (7,661
    )
    
    
    (2,384
    )
    
    
    17,259
    
    
    
    (4,097
    )
    
    
    (39,870
    )
    
    
    (11,380
    )
    
    
    2,616
    
    
    
    (45,517
    )Less: Provision (benefit) for income taxes
    
    
    (5,449
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,841
    
    
    
    392(Loss) income from continuing operations
    
    
    (2,212
    )
    
    
    (2,384
    )
    
    
    17,259
    
    
    
    (4,097
    )
    
    
    (39,870
    )
    
    
    (11,380
    )
    
    
    (3,225
    )
    
    
    (45,909
    )Income from discontinued operations
    
    
    
    
    
    
    2,714
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,714Net (loss)
income
    
    $
    (2,212
    )
    
    
    330
    
    
    
    17,259
    
    
    
    (4,097
    )
    
    
    (39,870
    )
    
    
    (11,380
    )
    
    
    (3,225
    )
    
    
    (43,195
    )Less: Net loss attributable to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,015
    )
    
    
    (27,015
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    23,790
    
    
    
    (16,180
    )Total assets at June 30, 2010
    
    $
    166,260
    
    
    
    180,635
    
    
    
    901,087
    
    
    
    105,339
    
    
    
    4,611,282
    
    
    
    401,842
    
    
    
    (216,180
    )
    
    
    6,150,265
 38




---



##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real Estate
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2009
    
    Activities
    
    
    Operations
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    1,728
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    1,767Other real estate revenues
    
    
    202
    
    
    
    675
    
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    869Interest income
    
    
    
    
    
    
    
    
    
    
    56,991
    
    
    
    196
    
    
    
    292
    
    
    
    57,479Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    32,751
    
    
    
    (971
    )
    
    
    (403
    )
    
    
    31,377Total revenues
    
    
    202
    
    
    
    2,403
    
    
    
    89,742
    
    
    
    (775
    )
    
    
    (80
    )
    
    
    91,492Costs and Expenses:Cost of sales of real estate
    
    
    17
    
    
    
    1,269
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    1,301Interest expense
    
    
    1,883
    
    
    
    1,347
    
    
    
    16,913
    
    
    
    4,002
    
    
    
    (101
    )
    
    
    24,044Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    35,955
    
    
    
    7,539
    
    
    
    
    
    
    
    43,494Selling, general and administrative
    
    
    7,550
    
    
    
    4,211
    
    
    
    
    
    
    
    
    
    
    
    (487
    )
    
    
    11,274Other expenses
    
    
    
    
    
    
    
    
    
    
    61,077
    
    
    
    1,860
    
    
    
    (344
    )
    
    
    62,593Total costs and expenses
    
    
    9,450
    
    
    
    6,827
    
    
    
    113,945
    
    
    
    13,401
    
    
    
    (917
    )
    
    
    142,706Equity in earnings (loss) from unconsolidated affiliates
    
    
    10,697
    
    
    
    
    
    
    
    25
    
    
    
    (2
    )
    
    
    35
    
    
    
    10,755Other income
    
    
    1,434
    
    
    
    126
    
    
    
    
    
    
    
    
    
    
    
    (766
    )
    
    
    794Income (loss) from continuing operations before income
taxes
    
    
    2,883
    
    
    
    (4,298
    )
    
    
    (24,178
    )
    
    
    (14,178
    )
    
    
    106
    
    
    
    (39,665
    )Less: Provision (benefit) for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    2,883
    
    
    
    (4,298
    )
    
    
    (24,178
    )
    
    
    (14,178
    )
    
    
    106
    
    
    
    (39,665
    )Income from discontinued operations
    
    
    
    
    
    
    139
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    139Net income (loss)
    
    $
    2,883
    
    
    
    (4,159
    )
    
    
    (24,178
    )
    
    
    (14,178
    )
    
    
    106
    
    
    
    (39,526
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,617
    )
    
    
    (26,617
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,723
    
    
    
    (12,909
    )Total assets at June 30, 2009
    
    $
    200,494
    
    
    
    373,774
    
    
    
    5,189,711
    
    
    
    469,533
    
    
    
    (420,515
    )
    
    
    5,812,997
 39




---



##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real Estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2010
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    2,455
    
    
    
    63,112
    
    
    
    6,603
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,170Other resorts and communities operations
revenue
    
    
    
    
    
    
    
    
    
    
    32,093
    
    
    
    850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,943Other real estate revenues
    
    
    869
    
    
    
    934
    
    
    
    22,310
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    24,079Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,986
    
    
    
    159
    
    
    
    60,772
    
    
    
    151,917Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,528
    
    
    
    543
    
    
    
    (937
    )
    
    
    54,134Total revenues
    
    
    869
    
    
    
    3,389
    
    
    
    117,515
    
    
    
    7,453
    
    
    
    145,514
    
    
    
    702
    
    
    
    59,801
    
    
    
    335,243Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    2,175
    
    
    
    12,173
    
    
    
    8,192
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,540Cost of sales of other revenues
    
    
    
    
    
    
    
    
    
    
    23,395
    
    
    
    1,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,055Interest expense
    
    
    3,481
    
    
    
    3,850
    
    
    
    
    
    
    
    
    
    
    
    14,519
    
    
    
    7,223
    
    
    
    32,722
    
    
    
    61,795Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,668
    
    
    
    3,640
    
    
    
    
    
    
    
    79,308Selling, general and administrative
    
    
    13,628
    
    
    
    4,461
    
    
    
    68,774
    
    
    
    6,868
    
    
    
    
    
    
    
    
    
    
    
    22,873
    
    
    
    116,604Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,236
    
    
    
    5,037
    
    
    
    (1,002
    )
    
    
    116,271Total costs and expenses
    
    
    17,109
    
    
    
    10,486
    
    
    
    104,342
    
    
    
    16,720
    
    
    
    202,423
    
    
    
    15,900
    
    
    
    54,593
    
    
    
    421,573Loss on settlement of investment in
Woodbridges subsidiary
    
    
    (1,135
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,135
    )Gain on sale of assets
    
    
    
    
    
    
    275
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275Equity in (loss) earnings from
unconsolidated affiliates
    
    
    (27
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    426
    
    
    
    70
    
    
    
    469Other income
    
    
    3,166
    
    
    
    486
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,290
    )
    
    
    1,362(Loss) income from continuing operations
before income taxes
    
    
    (14,236
    )
    
    
    (6,336
    )
    
    
    13,173
    
    
    
    (9,267
    )
    
    
    (56,909
    )
    
    
    (14,772
    )
    
    
    2,988
    
    
    
    (85,359
    )Less: Provision (benefit) for income taxes
    
    
    (5,647
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    
    
    
    
    1,358
    
    
    
    (4,199
    )(Loss) income from continuing operations
    
    
    (8,589
    )
    
    
    (6,336
    )
    
    
    13,173
    
    
    
    (9,267
    )
    
    
    (56,999
    )
    
    
    (14,772
    )
    
    
    1,630
    
    
    
    (81,160
    )Income from discontinued operations
    
    
    
    
    
    
    2,465
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,465Net (loss) income
    
    $
    (8,589
    )
    
    
    (3,871
    )
    
    
    13,173
    
    
    
    (9,267
    )
    
    
    (56,999
    )
    
    
    (14,772
    )
    
    
    1,630
    
    
    
    (78,695
    )Less: Net loss attributable
to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41,680
    )
    
    
    (41,680
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    43,310
    
    
    
    (37,015
    )
 40




---



##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real Estate
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2009
    
    Activities
    
    
    Operations
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    3,155
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    3,194Other real estate revenues
    
    
    501
    
    
    
    1,277
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    1,761Interest income
    
    
    
    
    
    
    
    
    
    
    119,400
    
    
    
    405
    
    
    
    582
    
    
    
    120,387Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    65,538
    
    
    
    (629
    )
    
    
    (732
    )
    
    
    64,177Total revenues
    
    
    501
    
    
    
    4,432
    
    
    
    184,938
    
    
    
    (224
    )
    
    
    (128
    )
    
    
    189,519Costs and Expenses:Cost of sales of real estate
    
    
    17
    
    
    
    1,962
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    1,994Interest expense
    
    
    2,772
    
    
    
    2,706
    
    
    
    37,553
    
    
    
    8,232
    
    
    
    (212
    )
    
    
    51,051Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    79,475
    
    
    
    8,296
    
    
    
    
    
    
    
    87,771Selling, general and administrative
    
    
    14,543
    
    
    
    8,649
    
    
    
    
    
    
    
    
    
    
    
    (963
    )
    
    
    22,229Other expenses
    
    
    
    
    
    
    
    
    
    
    132,780
    
    
    
    3,564
    
    
    
    (1,195
    )
    
    
    135,149Total costs and expenses
    
    
    17,332
    
    
    
    13,317
    
    
    
    249,808
    
    
    
    20,092
    
    
    
    (2,355
    )
    
    
    298,194Gain on settlement of investment in
Woodbridges subsidiary
    
    
    26,985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,384
    
    
    
    40,369Equity in earnings from unconsolidated affiliates
    
    
    16,962
    
    
    
    
    
    
    
    103
    
    
    
    116
    
    
    
    69
    
    
    
    17,250Impairment of unconsolidated affiliates
    
    
    (20,401
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,401
    )Impairment of investments
    
    
    (2,396
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Other income
    
    
    2,879
    
    
    
    410
    
    
    
    
    
    
    
    
    
    
    
    (1,530
    )
    
    
    1,759Income (loss) from continuing operations
before income taxes
    
    
    7,198
    
    
    
    (8,475
    )
    
    
    (64,767
    )
    
    
    (20,200
    )
    
    
    14,150
    
    
    
    (72,094
    )Less: Provision (benefit) for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    7,198
    
    
    
    (8,475
    )
    
    
    (64,767
    )
    
    
    (20,200
    )
    
    
    14,150
    
    
    
    (72,094
    )(Loss) income from discontinued operations
    
    
    
    
    
    
    (665
    )
    
    
    
    
    
    
    4,201
    
    
    
    
    
    
    
    3,536Net income (loss)
    
    $
    7,198
    
    
    
    (9,140
    )
    
    
    (64,767
    )
    
    
    (15,999
    )
    
    
    14,150
    
    
    
    (68,558
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,246
    )
    
    
    (45,246
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    59,396
    
    
    
    (23,312
    )
 41




---



##### Table of Contents



20. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk
 BFC
     Core
  Woodbridge
  42




---



##### Table of Contents



Bluegreen
 Tennessee Tax Audit
  43




---



##### Table of Contents



Pennsylvania Attorney General Lawsuit
 Commonwealth of Pennsylvania Acting by
Attorney General Thomas W. Corbett, Jr. v. Bluegreen Corporation, Bluegreen Resorts, Bluegreen
Vacations Unlimited, Inc. and Great Vacation Destinations, Inc.
 Destin, Florida Deposit Dispute Lawsuit
 Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.,; Hubert A. Laird; and MSB of Destin, Inc.,
 Mountain Lakes Mineral Rights
 Betty Yvon
Lesley et a1 v. Bluff Dale Development Corporation, Bluegreen Southwest One. L.P. et al., Betty Yvon Lesley et a1 v. Bluff Dale
Development Corporation, Bluegreen Southwest One. L.P. et al. Bluegreen Southwest One, L.P. et al. v. Betty Yvon Lesley et al.
 44




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##### Table of Contents



Property Owners Association of Mountain Lakes
Ranch, Inc. v. Bluegreen Southwest One, L.P. et al. th
 Catawba Falls Preserve Homeowners Association Demand Letter
  Marshall, et al. Lawsuit regarding Community Amenities
 William Marshall and Patricia
Marshall, et al. v Bluegreen Southwest One, L.P., Bluegreen Southwest Land, Inc., Bluegreen
Corporation, Stephen Davis, and Bluegreen Communities of Texas, L.P.
 Schawrz, et al. Lawsuit regarding Community Amenities
 Paul A. Schwarz and Barbara
S. Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
 BankAtlantic Bancorp
  June 30,
    
    
    December 31,2010
    
    
    2009Commitments to sell fixed rate residential loans
    
    $
    19,663
    
    
    
    23,255Commitments to originate loans held for sale
    
    
    13,801
    
    
    
    18,708Commitments to originate loans held to maturity
    
    
    16,312
    
    
    
    43,842Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    383,201
    
    
    
    396,627Standby letters of credit
    
    
    14,665
    
    
    
    13,573Commercial lines of credit
    
    
    87,960
    
    
    
    74,841
   45




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##### Table of Contents



Concentration of Credit Risk
   21. Certain Relationships and Related Party Transactions
   BankAtlanticBFC
    
    
    Bancorp
    
    
    BluegreenFor the Three Months Ended June 30, 2010Shared service income (expense)
    
    
    (a
    )
    
    $
    675
    
    
    
    (550
    )
    
    
    (125
    )Facilities cost and information technology
    
    
    (a
    )
    
    $
    (141
    )
    
    
    127
    
    
    
    14For the Three Months Ended June 30, 2009Shared service income (expense)
    
    
    (a
    )
    
    $
    594
    
    
    
    (458
    )
    
    
    (136
    )Facilities cost and information technology
    
    
    (a
    )
    
    $
    (122
    )
    
    
    108
    
    
    
    14Interest income (expense) from cash balance/deposits
    
    
    (b
    )
    
    $
    9
    
    
    
    (9
    )
    
    
    For the Six Months Ended June 30, 2010Shared service income (expense)
    
    
    (a
    )
    
    $
    1,269
    
    
    
    (1,042
    )
    
    
    (227
    )Facilities cost and information technology
    
    
    (a
    )
    
    $
    (280
    )
    
    
    253
    
    
    
    27Interest income (expense) from cash balance/deposits
    
    
    (b
    )
    
    $
    1
    
    
    
    (1
    )
    
    
    For the Six Months Ended June 30, 2009Shared service income (expense)
    
    
    (a
    )
    
    $
    1,179
    
    
    
    (906
    )
    
    
    (273
    )Facilities cost and information technology
    
    
    (a
    )
    
    $
    (257
    )
    
    
    226
    
    
    
    31Interest income (expense) from cash balance/deposits
    
    
    (b
    )
    
    $
    28
    
    
    
    (28
    )
    
    
    At June 30, 2010Cash and cash equivalents and (deposits)
    
    
    (b
    )
    
    $
    3,773
    
    
    
    (3,773
    )
    
    
    At December 31, 2009Cash and cash equivalents and (deposits)
    
    
    (b
    )
    
    $
    20,862
    
    
    
    (20,862
    )
    
    
    
 46




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##### Table of Contents



(a)
    
    Pursuant to the terms of shared service agreements between the Company
and BankAtlantic Bancorp, subsidiaries of the Company provide shared
service operations in the areas of human resources, risk management,
investor relations, executive office administration and other services
to BankAtlantic Bancorp. Additionally, the Company provides certain
risk management and administrative services to Bluegreen. The costs of
shared services are allocated based upon the usage of the respective
services. Also, as part of the shared service arrangement, the
Company pays BankAtlantic Bancorp and Bluegreen for office facilities
costs relating to the Company and its shared service operations. In
March 2008, BankAtlantic entered into an agreement with Woodbridge to
provide information technology support in exchange for monthly
payments to BankAtlantic of $10,000, including a one-time set up
charge of $20,000 in 2009. Monthly payments were increased to $15,000
effective July 1, 2009.(b)
    
    As of June 30, 2010 and December 31, 2009, the Company had cash and
cash equivalents accounts at BankAtlantic with balances of
approximately $3.8 million and $20.9 million, respectively. These
accounts were on the same general terms as deposits made by
unaffiliated third parties. Additionally, during 2009, the Company
invested funds through the Certificate of Deposit Account Registry
Service (CDARS) program at BankAtlantic, which facilitates the
placement of funds into certificates of deposits issued by other
financial institutions in increments of less than the standard FDIC
insurance maximum to insure that both principal and interest are
eligible for full FDIC insurance coverage. At December 31, 2009, the
Company had $7.7 million invested through the CDARS program at
BankAtlantic. The Company did not have any funds invested through the
CDARS program at BankAtlantic at June 30, 2010.      47




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##### Table of Contents



Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    44,176
    
    
    $
    52.38Options non-vested
    
    
    5,281
    
    
    $
    95.10
     48




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##### Table of Contents



22. Loss Per Common Share
  For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic (loss) earnings per common shareNumerator:Loss from continuing operations
    
    $
    (45,909
    )
    
    
    (39,665
    )
    
    
    (81,160
    )
    
    
    (72,094
    )Less: Noncontrolling interests loss from continuing operations
    
    
    (27,015
    )
    
    
    (26,723
    )
    
    
    (41,680
    )
    
    
    (47,681
    )Loss attributable to BFC
    
    
    (18,894
    )
    
    
    (12,942
    )
    
    
    (39,480
    )
    
    
    (24,413
    )Preferred stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Loss allocable to common stock
    
    
    (19,081
    )
    
    
    (13,129
    )
    
    
    (39,855
    )
    
    
    (24,788
    )Income from discontinued operations
    
    
    2,714
    
    
    
    139
    
    
    
    2,465
    
    
    
    3,536Less: Noncontrolling interests income  discontinued operations
    
    
    
    
    
    
    106
    
    
    
    
    
    
    
    2,435Income from discontinued operations attributable to BFC
    
    
    2,714
    
    
    
    33
    
    
    
    2,465
    
    
    
    1,101Net loss allocable to common shareholders
    
    $
    (16,367
    )
    
    
    (13,096
    )
    
    
    (37,390
    )
    
    
    (23,687
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    75,379
    
    
    
    45,126
    
    
    
    75,378
    
    
    
    45,120Basic (loss) earnings per common share:Loss per share from continuing operations
    
    $
    (0.26
    )
    
    
    (0.29
    )
    
    
    (0.53
    )
    
    
    (0.55
    )Earnings per share from discontinued operations
    
    
    0.04
    
    
    
    0.00
    
    
    
    0.03
    
    
    
    0.03Basic loss per share
    
    $
    (0.22
    )
    
    
    (0.29
    )
    
    
    (0.50
    )
    
    
    (0.52
    )Diluted earnings (loss) per common share:Numerator:Loss allocable to common stock
    
    $
    (19,081
    )
    
    
    (13,129
    )
    
    
    (39,855
    )
    
    
    (24,788
    )Income from discontinued operations allocable to common stock
    
    
    2,714
    
    
    
    33
    
    
    
    2,465
    
    
    
    1,101Net loss allocable to common stock
    
    $
    (16,367
    )
    
    
    (13,096
    )
    
    
    (37,390
    )
    
    
    (23,687
    )DenominatorDiluted weighted average number of common shares outstanding
    
    
    75,379
    
    
    
    45,126
    
    
    
    75,378
    
    
    
    45,120Diluted (loss) earnings per shareLoss per share from continuing operations
    
    $
    (0.26
    )
    
    
    (0.29
    )
    
    
    (0.53
    )
    
    
    (0.55
    )Earnings per share from discontinued operations
    
    
    0.04
    
    
    
    0.00
    
    
    
    0.03
    
    
    
    0.03Diluted loss per share
    
    $
    (0.22
    )
    
    
    (0.29
    )
    
    
    (0.50
    )
    
    
    (0.52
    )
  49




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##### Table of Contents



23. Parent Company Financial Information
   
 June 30,
    
    
    December 31,2010
    
    
    2009AssetsCash and cash equivalents
    
    $
    5,638
    
    
    
    1,308Securities available for sale
    
    
    42,369
    
    
    
    18,981Investment in Woodbridge Holdings, LLC
    
    
    146,255
    
    
    
    197,264Investment in BankAtlantic Bancorp, Inc.
    
    
    27,598
    
    
    
    47,555Investment in and advances in other subsidiaries
    
    
    2,062
    
    
    
    2,218Notes receivable
    
    
    7,954
    
    
    
    Other assets
    
    
    1,784
    
    
    
    1,279Total assets
    
    $
    233,660
    
    
    
    268,605Liabilities and Shareholders EquityAdvances from wholly owned subsidiaries
    
    $
    833
    
    
    
    818Other liabilities
    
    
    11,256
    
    
    
    11,699Total liabilities
    
    
    12,089
    
    
    
    12,517Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    210,542
    
    
    
    245,059Total liabilities and shareholders equity
    
    $
    233,660
    
    
    
    268,605
 
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    542
    
    
    
    333
    
    
    
    805
    
    
    
    616Expenses
    
    
    2,632
    
    
    
    2,012
    
    
    
    4,546
    
    
    
    4,035(Loss) before earnings (loss) from subsidiaries
    
    
    (2,090
    )
    
    
    (1,679
    )
    
    
    (3,741
    )
    
    
    (3,419
    )Equity in (loss) earnings in Woodbridge Holdings, LLC
    
    
    2,117
    
    
    
    193
    
    
    
    (8,549
    )
    
    
    3,928Equity in loss in BankAtlantic Bancorp
    
    
    (19,237
    )
    
    
    (11,464
    )
    
    
    (27,033
    )
    
    
    (24,823
    )Equity in earnings (loss) in other subsidiaries
    
    
    316
    
    
    
    8
    
    
    
    (157
    )
    
    
    (99
    )Loss before income taxes
    
    
    (18,894
    )
    
    
    (12,942
    )
    
    
    (39,480
    )
    
    
    (24,413
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (18,894
    )
    
    
    (12,942
    )
    
    
    (39,480
    )
    
    
    (24,413
    )Equity in earnings in subsidiaries discontinued operations
    
    
    2,714
    
    
    
    33
    
    
    
    2,465
    
    
    
    1,101Net loss
    
    
    (16,180
    )
    
    
    (12,909
    )
    
    
    (37,015
    )
    
    
    (23,312
    )5% Preferred Stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    
    $
    (16,367
    )
    
    
    (13,096
    )
    
    
    (37,390
    )
    
    
    (23,687
    )
 50




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##### Table of Contents



For the Six MonthsEnded June 30,2010
    
    
    2009Operating Activities:Net cash used in operating activities
    
    $
    (4,416
    )
    
    
    (3,006
    )Investing Activities:Purchase of securities available for sale
    
    
    (35,011
    )
    
    
    Proceeds from sales of securities available for sale
    
    
    2,499
    
    
    
    Proceeds from maturities of securities available for sale
    
    
    11,546
    
    
    
    Distribution from subsidiaries
    
    
    45,085
    
    
    
    84Increase in note receivable due from BankAtlantic Bancorp
    
    
    (7,954
    )
    
    
    Acquisition of BankAtlantic Bancorp Class A shares
    
    
    (7,046
    )
    
    
    Net cash provided by investing activities
    
    
    9,119
    
    
    
    84Financing Activities:Proceeds from issuance of Common Stock upon exercise of stock option
    
    
    2
    
    
    
    Preferred stock dividends paid
    
    
    (375
    )
    
    
    (375
    )Net cash used in financing activities
    
    
    (373
    )
    
    
    (375
    )Increase (decrease) in cash and cash equivalents
    
    
    4,330
    
    
    
    (3,297
    )Cash at beginning of period
    
    
    1,308
    
    
    
    9,218Cash at end of period
    
    $
    5,638
    
    
    
    5,921Supplementary disclosure of non-cash investing and financing activitiesNet increase in shareholders equity from the effect of subsidiaries
capital transactions, net of income taxes
    
    $
    1,249
    
    
    
    732BFCs prorata share of the cumulative effect of accounting changes
recognized by Bluegreen
    
    
    
    
    
    
    486Net decrease in shareholders equity resulting from cumulative effect of
change in accounting principle
    
    
    (1,212
    )
    
    
    
   51




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##### Table of Contents



24. Litigation
  Surety Bond Claim (Westchester Fire Insurance Company v. City of Brooksville)
   25. New Accounting Pronouncements
   52




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
      53




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54




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Forward Looking Statements
  55




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##### Table of Contents




    
    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 and may negatively impact our
cash flow;
    
    BFCs shareholders interests may be diluted if additional shares of BFCs common stock
are issued, and BFCs public company investments may be diluted if BankAtlantic Bancorp,
Bluegreen or Benihana issue additional shares of its stock;
    
    the 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;
    
    the impact of economic, competitive and other factors affecting the Company and its
subsidiaries, and their operations, markets, products and services;
    
    adverse conditions in the stock market, the public debt market and other capital markets
and the impact of such conditions on the activities of the Company and its subsidiaries;
    
    the impact of the current economic downturn on the price and liquidity of BFCs common
stock and on BFCs ability to obtain additional capital, including that if BFC needs or
otherwise believes it is advisable to issue debt or equity securities to fund its
operations, it may not be possible to issue any such securities on favorable terms, if at
all;
    
    the performance of entities in which the Company has made investments may not be
profitable or their results as anticipated;
    
    BFC is dependent upon dividends from its subsidiaries to fund its operations, and
currently BankAtlantic Bancorp is prohibited from paying dividends and may not pay
dividends in the future, whether as a result of such restriction continuing in the future
or otherwise, and Bluegreen has historically not paid dividends on its common stock, and
even if paid, BFC has historically experienced and may continue to experience negative cash
flow;
    
    the 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 risks related to the indebtedness of Woodbridge and its subsidiaries, including the
risks relating to the indebtedness currently in default and the risk that negotiations
relating to the resolution of the indebtedness and the release from the obligations under
any or all of the debt may not be successful;
    
    the risks relating to Cores liquidity, cash position and ability to continue
operations, including the risk that Core could
be obligated to make additional payments under its outstanding development bonds, or incur
additional impairment charges and losses beyond those already incurred;
    
    the risk that Cores restructuring activities could result in the lenders choosing to
foreclose on any property which serves as collateral for defaulted loans or take other
remedial actions available to them, and Core could incur additional impairment charges and
losses beyond those already incurred;
    
    risks associated with the securities we hold directly or indirectly, including the risk
that we may record further impairment charges with respect to such securities in the event
trading prices decline in the future;
    
    risks associated with the accounting for the Bluegreen share acquisition, including the
estimates and analyses used to determine the final evaluation of the inventory of
Bluegreen as of the acquisition date and the effect, if any, on the amount of the $183.1
million bargain purchase gain recorded at December 31, 2009;
    
    the preparation of financial statements in accordance with GAAP involves making
estimates, judgments and assumptions, and our financial condition and operating results
may be materially impacted in the future if our estimates, judgments or assumptions prove
to be incorrect;
    
    risks relating to our investment in Benihana, including the risk that Benihana may not
be successful in its efforts to explore strategic alternatives, including the sale of
Benihana, and the risk that any such strategic alternative, if consummated, may not have a
favorable impact on our investment in Benihana or otherwise on our financial condition,
cash position 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;
 56




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##### Table of Contents




    
    the risks related to litigation and other legal proceedings against BFC and its
subsidiaries, including the costs and expenses of such proceedings, as well as the risk
associated with a finding of liability or damages; 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 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 collateral is located;
    
    the quality of BankAtlantic Bancorps real estate based loans including its residential
land acquisition and development loans (including Builder land bank loans, Land acquisition
and development loans and Land acquisition, development and construction loans) as well as
Commercial land loans, other Commercial real estate loans; and Residential loans and
Consumer loans; and conditions specifically in those market sectors;
    
    the quality of BankAtlantic Bancorps Commercial business loans and conditions
specifically in that market sector;
    
    the risks of additional charge-offs, impairments and required increases in BankAtlantic
Bancorp allowance for loan losses especially if the economy and real estate markets in
Florida do not improve;
    
    the impact of additional regulation and litigation regarding
overdraft fees;
    
    changes in interest rates and the effects of, and changes in, trade, monetary and fiscal
policies and laws including their impact on the banks net interest margin;
    
    adverse conditions in the stock market, the public debt market and other financial and
credit markets and the impact of such conditions on our activities, the value of our assets
and on the ability of our borrowers to service their debt obligations and maintain account
balances;
    
    BankAtlantics initiatives or strategies not resulting in the growth of core deposits or
profitability;
    
    BankAtlantic Bancorp may not be able to sell its Tampa operations on acceptable terms or
at all;
    
    BankAtlantic Bancorp expense reduction initiatives may not be successful and additional
cost savings may not be achieved;
    
    BankAtlantic Bancorp may seek to raise additional capital and such capital may be highly
dilutive to BankAtlantic Bancorps shareholders or may not be available;
    
    the impact of periodic valuation testing of goodwill, deferred tax assets and other
assets;
    
    past performance, actual or estimated new account openings and balance growth may not be
indicative of future results; and
    
    BankAtlantic Bancorp success at managing the risks involved in the foregoing.
  
    
    the state of the economy, generally, interest rates and the availability of financing
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;
    
    Bluegreens business plan historically has depended on its ability to sell or borrow
against its notes receivable to support its liquidity and profitability;
    
    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;
 57




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##### Table of Contents




    
    Bluegreens results of operations and financial condition could be adversely impacted
if its estimates concerning its notes receivable are incorrect, and its new credit
underwriting standards may not have the anticipated favorable impact on performance;
    
    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 decline in real estate values and the
deterioration of real estate sales;
    
    Bluegreens adoption on January 1, 2010, of the accounting guidance requiring the
consolidation of its special purpose finance entities had a material adverse impact on
its net worth, leverage, and book value per share, and could have an adverse impact on
its profits in the future;
    
    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;
    
    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 with respect to 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;
    
    in the near term, Bluegreen has significant debt maturing and advance periods expiring
on its receivable-backed credit facilities, which could adversely impact its liquidity
position, and, it may not be successful in refinancing or renewing the debt on favorable
terms, if at all;
    
    Bluegreens financial statements are prepared based on certain estimates, including
those related to future cash flows which in turn are based upon expectations of its
performance given current and projected forecasts of the economy and real estate markets
in general. Bluegreens results and financial condition may be materially and adversely
impacted if the adverse conditions in the real estate market continue for longer than
expected or deteriorate further or if its performance does not otherwise meet its
expectations; and
    
    the loss of the services of Bluegreens key management and personnel could adversely
affect its business.
  Critical Accounting Policies
  58




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New Accounting Pronouncements
  Summary of Consolidated Results of Operations
  For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income (loss) from operations:Real Estate and Other
    
    $
    5,341
    
    
    
    (1,309
    )
    
    
    (9,389
    )
    
    
    12,873Financial Services
    
    
    (51,250
    )
    
    
    (38,356
    )
    
    
    (71,771
    )
    
    
    (84,967
    )Loss from continuing operations
    
    
    (45,909
    )
    
    
    (39,665
    )
    
    
    (81,160
    )
    
    
    (72,094
    )Income from discontinued operations
    
    
    2,714
    
    
    
    139
    
    
    
    2,465
    
    
    
    3,536Net loss
    
    
    (43,195
    )
    
    
    (39,526
    )
    
    
    (78,695
    )
    
    
    (68,558
    )Less: Net loss attributable to noncontrolling interests
    
    
    (27,015
    )
    
    
    (26,617
    )
    
    
    (41,680
    )
    
    
    (45,246
    )Net loss attributable to BFC
    
    
    (16,180
    )
    
    
    (12,909
    )
    
    
    (37,015
    )
    
    
    (23,312
    )5% Preferred stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    
    $
    (16,367
    )
    
    
    (13,096
    )
    
    
    (37,390
    )
    
    
    (23,687
    )
    Consolidated Financial Condition
  59




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
    
    an increase in cash and cash equivalents primarily reflecting a $191.2 million increase
in BankAtlantic Bancorps cash balances at the Federal Reserve Bank associated with daily
cash management activities. For the six months ended June 30, 2010, cash provided by
operations was approximately $176.3 million, cash provided by investing activities was
approximately $298.7 million and cash used in financing activities was approximately
$290.6 million;
    
    an increase in BankAtlantic Bancorps interest-bearing deposits at other financial
institutions associated with the investment of excess cash as yields on certificates of
deposit at federally insured financial institutions were higher than alternative short
term investment yields;
    
    a decrease in securities available for sale reflecting BankAtlantic Bancorps sale of
$43.8 million of mortgage-backed securities, as well as repayments partially offset by a
$50 million purchase of federal agency debt securities;
    
    an increase in derivatives associated with a foreign currency derivative position
executed during the second quarter of 2010 as an economic hedge of foreign currency used
in BankAtlantics ATM cruise ship operations;
    
    a decrease in current income tax receivables primarily resulting from the receipt of
income tax refunds associated with recent tax law changes which extended the net operating
loss carry-back period from two years to up to five years;
    
    an increase in BankAtlantic Bancorps tax certificate balances primarily relating to
the purchase of $93.1 million of tax certificates during the second quarter of 2010;
    
    a decrease in BankAtlantic Bancorps loan receivable balances associated with $80.6
million of charge-offs, $19.3 million of loans transferred to REO, $45.8 million from the
sale of loans and repayments of loans in the normal course of business combined with a
significant decline in loan originations and purchases;
    
    a decrease in accrued interest receivable primarily resulting from tax certificate
activities and lower loan balances at BankAtlantic Bancorp;
    
    a decrease in real estate inventory primarily resulting from the sale of a BankAtlantic
Bancorp property;
    
    an increase in BankAtlantic Bancorps real estate owned and other repossessed assets
associated with residential and commercial loan foreclosures; and
    
    a decrease in assets held for sale resulting from the sale of Cores Projects in June
2010. See Note 5 of the Notes to Unaudited Consolidated
Financial Statements for further information.
  
    
    a decrease in BankAtlantics interest bearing deposit account balances associated with
a $210.6 million decline in certificate of deposit balances partially offset by higher
interest-bearing checking and savings account balances;
    
    an increase in BankAtlantics non-interest-bearing deposit balances primarily due to
increased customer balances in checking accounts;
    
    lower FHLB advances at BankAtlantic due to repayments using proceeds from the sales of
securities and loan repayments and increases in deposit account balances;
    
    an increase in BankAtlantic Bancorps junior subordinated debentures due to interest
deferrals;
    
    an increase in other liabilities associated with $30.0 million of securities purchased
pending settlement at BankAtlantic Bancorp; and
    
    a decrease in liabilities related to assets held for sale resulting from the sale of
Cores Projects in June 2010. See Note 5 of the Notes
to Unaudited Consolidated Financial Statements for further information.
 60




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BFC Activities
 BFC Activities
    For the Three Months
    
    
    Change
    
    
    For the Six Months
    
    
    ChangeEnded June 30,
    
    
    2010 vs.
    
    
    Ended June 30,
    
    
    2010 vs.2010
    
    
    2009
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2009RevenuesOther revenues
    
    $
    482
    
    
    
    202
    
    
    
    280
    
    
    
    869
    
    
    
    501
    
    
    
    368482
    
    
    
    202
    
    
    
    280
    
    
    
    869
    
    
    
    501
    
    
    
    368Cost and ExpensesCost of sales of real estate
    
    
    
    
    
    
    17
    
    
    
    (17
    )
    
    
    
    
    
    
    17
    
    
    
    (17
    )Interest expense, net
    
    
    1,643
    
    
    
    1,883
    
    
    
    (240
    )
    
    
    3,481
    
    
    
    2,772
    
    
    
    709Selling, general and administrative
expenses
    
    
    7,141
    
    
    
    7,550
    
    
    
    (409
    )
    
    
    13,628
    
    
    
    14,543
    
    
    
    (915
    )8,784
    
    
    
    9,450
    
    
    
    (666
    )
    
    
    17,109
    
    
    
    17,332
    
    
    
    (223
    )(Loss) gain on settlement of investment in
Woodbridges subsidiary
    
    
    (1,135
    )
    
    
    
    
    
    
    (1,135
    )
    
    
    (1,135
    )
    
    
    26,985
    
    
    
    (28,120
    )Equity in earnings (loss) from
unconsolidated affiliates
    
    
    4
    
    
    
    10,697
    
    
    
    (10,693
    )
    
    
    (27
    )
    
    
    16,962
    
    
    
    (16,989
    )Impairment of unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,401
    )
    
    
    20,401Impairment of investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    2,396Other income
    
    
    1,772
    
    
    
    1,434
    
    
    
    338
    
    
    
    3,166
    
    
    
    2,879
    
    
    
    287(Loss) income from continuing operations
before income taxes
    
    
    (7,661
    )
    
    
    2,883
    
    
    
    (10,544
    )
    
    
    (14,236
    )
    
    
    7,198
    
    
    
    (21,434
    )Less: Benefit for income taxes
    
    
    (5,449
    )
    
    
    
    
    
    
    (5,449
    )
    
    
    (5,647
    )
    
    
    
    
    
    
    (5,647
    )Net (loss) income
    
    $
    (2,212
    )
    
    
    2,883
    
    
    
    (5,095
    )
    
    
    (8,589
    )
    
    
    7,198
    
    
    
    (15,787
    )
    61




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BFC Activities
    2008 and 2007 Step acquisitions  Purchase Accounting
  BFC Activities- Liquidity and Capital Resources
   Certain Relationships and Related
Party Transactions,
 62




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BFC Activities
       63




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BFC Activities
     64




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BFC Activities
     65




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Real Estate
 Real Estate Operations Segment
    Real Estate Operations
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    12009
    
    
    ChangeRevenues:Sales of real estate
    
    $
    2,455
    
    
    
    1,728
    
    
    
    727
    
    
    
    2,455
    
    
    
    3,155
    
    
    
    (700
    )Other revenues
    
    
    297
    
    
    
    675
    
    
    
    (378
    )
    
    
    934
    
    
    
    1,277
    
    
    
    (343
    )Total revenues
    
    
    2,752
    
    
    
    2,403
    
    
    
    349
    
    
    
    3,389
    
    
    
    4,432
    
    
    
    (1,043
    )Costs and expenses:Cost of sales of real estate
    
    
    2,175
    
    
    
    1,269
    
    
    
    906
    
    
    
    2,175
    
    
    
    1,962
    
    
    
    213Selling, general and
administrative expenses
    
    
    1,802
    
    
    
    4,211
    
    
    
    (2,409
    )
    
    
    4,461
    
    
    
    8,649
    
    
    
    (4,188
    )Interest expense
    
    
    1,867
    
    
    
    1,347
    
    
    
    520
    
    
    
    3,850
    
    
    
    2,706
    
    
    
    1,144Total costs and expenses
    
    
    5,844
    
    
    
    6,827
    
    
    
    (983
    )
    
    
    10,486
    
    
    
    13,317
    
    
    
    (2,831
    )Gain on sale of real estate assets
    
    
    275
    
    
    
    
    
    
    
    275
    
    
    
    275
    
    
    
    
    
    
    
    275Interest and other income
    
    
    433
    
    
    
    126
    
    
    
    307
    
    
    
    486
    
    
    
    410
    
    
    
    76Loss from continuing
operations before income taxes
    
    
    (2,384
    )
    
    
    (4,298
    )
    
    
    1,914
    
    
    
    (6,336
    )
    
    
    (8,475
    )
    
    
    2,139Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (2,384
    )
    
    
    (4,298
    )
    
    
    1,914
    
    
    
    (6,336
    )
    
    
    (8,475
    )
    
    
    2,139Discontinued operations:Income (loss) from
discontinued operations, net
of tax
    
    
    2,714
    
    
    
    139
    
    
    
    2,575
    
    
    
    2,465
    
    
    
    (665
    )
    
    
    3,130Net income (loss)
    
    $
    330
    
    
    
    (4,159
    )
    
    
    4,489
    
    
    
    (3,871
    )
    
    
    (9,140
    )
    
    
    5,269
 66




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Real Estate
 For the Three Months Ended June 30, 2010 Compared to the Same 2009 Period
        For the Six Months Ended June 30, 2010 Compared to the Same 2009 Period
  67




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Real Estate
       Cores Liquidity and Capital Resources
   68




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Real Estate
      Off Balance Sheet Arrangements and Contractual Obligations
  69




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Real Estate
    Payments due by periodLess than
    
    
    13 - 36
    
    
    37 - 60
    
    
    More thanCategory (1)
    
    Total
    
    
    12 Months
    
    
    Months
    
    
    Months
    
    
    60 MonthsDebt obligations (2)
    
    $
    273,077
    
    
    
    176,580
    
    
    
    496
    
    
    
    10,790
    
    
    
    85,211Operating lease obligations
    
    
    710
    
    
    
    475
    
    
    
    176
    
    
    
    59
    
    
    
    Severance related
termination obligations
    
    
    159
    
    
    
    159
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    273,946
    
    
    
    177,214
    
    
    
    672
    
    
    
    10,849
    
    
    
    85,211
 
 (1)
    
    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. Debt obligations include defaulted loans totaling
approximately $176.4 million as of June 30, 2010, of which repayment of the outstanding
debt was accelerated by the lender and is currently being shown as immediately due and
payable in less than 12 months. See Note 3 of the Notes to Unaudited Consolidated
Financial Statements included in Item 1 of this report for more information regarding the
defaulted loans.(2)
    
    These amounts represent scheduled principal payments. 70




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##### Table of Contents



Real Estate
    Bluegreen
 Bluegreens results of operations for the three and six months ended June 30, 2010 are reported
through two reportable segments which are Bluegreen Resorts and Bluegreen Communities. For the
three and six months ended June 30, 2009, our earnings attributable to Bluegreen were reported as
part of Woodbridge other operations which continues to be included in the BFC Activities segment.
   
    
    The Bluegreen Communities Division generated a segment operating loss of approximately
$4.1 million.
    
    Bluegreens fee-based service business sold $18.2 million of third-party developer
inventory and earned sales and marketing commissions of $12.1 million.
    
    Bluegreens adoption of the amendment to the accounting guidance associated with the
consolidation of VIEs on January 1, 2010, resulted in its consolidation of seven existing
special purpose financing entities that are associated with past securitization
transactions. In addition to the changes to the Companys Consolidated Statement of
Financial Condition (see Note 2 of the Notes to the Unaudited Consolidated Financial
Statements"), the consolidation of these special purpose finance entities impacted the
Statement of Operations during the three months ended June 30, 2010 by increasing
Bluegreens interest income from VOI notes receivable and increasing interest expense on
notes payable, compared to prior periods.
 71




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Real Estate
   ®
    72




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##### Table of Contents



Real Estate
    73




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##### Table of Contents



Real Estate
 Bluegreen Segments Financial Results
  Bluegreen Resorts
    
    
    Bluegreen Communities
    
    
    TotalPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales(dollars in thousands)Three Months Ended
June 30, 2010:System-wide sales (1)
    
    $
    79,989Change in sales deferred
under timeshare
accounting rules
    
    
    (4,017
    )Estimated uncollectible
VOI notes receivable
    
    
    (7,051
    )System-wide sales, net
    
    
    68,921
    
    
    
    100
    %
    
    $
    2,937
    
    
    
    100
    %
    
    $
    71,858
    
    
    
    100
    %Sales of third-party VOIs
    
    
    (18,201
    )
    
    
    (26
    )
    
    
    
    
    
    
    
    
    
    
    (18,201
    )
    
    
    (25
    )Adjustment to allowance
for loan losses
    
    
    (2,537
    )
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    (2,537
    )
    
    
    (4
    )Sales of real estate
    
    
    48,183
    
    
    
    70
    
    
    
    2,937
    
    
    
    100
    
    
    
    51,120
    
    
    
    71Cost of real estate sales
    
    
    (9,065
    )
    
    
    (19)
    *
    
    
    (2,404
    )
    
    
    (82
    )
    
    
    (11,469
    )
    
    
    (22)
    *Gross profit
    
    
    39,118
    
    
    
    81
    *
    
    
    533
    
    
    
    18
    
    
    
    39,651
    
    
    
    78
    *Fee-based sales
commission revenue
    
    
    12,130
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    12,130
    
    
    
    17Other resort fee-based
services revenues
    
    
    16,423
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    16,423
    
    
    
    23Cost of other resort
fee-based services
    
    
    (11,452
    )
    
    
    (17
    )
    
    
    
    
    
    
    
    
    
    
    (11,452
    )
    
    
    (16
    )Other revenues
    
    
    
    
    
    
    
    
    
    
    499
    
    
    
    17
    
    
    
    499
    
    
    
    1Cost of other operations
    
    
    
    
    
    
    
    
    
    
    (913
    )
    
    
    (31
    )
    
    
    (913
    )
    
    
    (1
    )Segment selling, general
and administrative
expenses (2)
    
    
    (38,960
    )
    
    
    (57
    )
    
    
    (4,216
    )
    
    
    (144
    )
    
    
    (43,176
    )
    
    
    (60
    )Segment operating profit
(loss)
    
    $
    17,259
    
    
    
    25
    
    
    $
    (4,097
    )
    
    
    (139
    )
    
    $
    13,162
    
    
    
    18
 74




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Real Estate
 Bluegreen Resorts
    
    
    Bluegreen Communities
    
    
    TotalPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales(dollars in thousands)Six Months Ended
June 30, 2010:System-wide sales (1)
    
    $
    128,183Change in sales deferred
under timeshare
accounting rules
    
    
    (6,514
    )Estimated uncollectible
VOI notes receivable
    
    
    (11,361
    )System-wide sales, net
    
    
    110,308
    
    
    
    100
    %
    
    $
    6,603
    
    
    
    100
    %
    
    $
    116,911
    
    
    
    100
    %Sales of third-party VOIs
    
    
    (33,955
    )
    
    
    (31
    )
    
    
    
    
    
    
    
    
    
    
    (33,955
    )
    
    
    (29
    )Adjustment to allowance
for loan losses
    
    
    (13,241
    )
    
    
    (12
    )
    
    
    
    
    
    
    
    
    
    
    (13,241
    )
    
    
    (11
    )Sales of real estate
    
    
    63,112
    
    
    
    57
    
    
    
    6,603
    
    
    
    100
    
    
    
    69,715
    
    
    
    60Cost of real estate
sales (2)
    
    
    (12,173
    )
    
    
    (19)
    *
    
    
    (8,192
    )
    
    
    (124
    )
    
    
    (20,365
    )
    
    
    (29)
    *Gross profit
    
    
    50,939
    
    
    
    81
    *
    
    
    (1,589
    )
    
    
    (24
    )
    
    
    49,350
    
    
    
    71
    *Fee-based sales
commission revenue
    
    
    22,310
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    22,310
    
    
    
    19Other resort fee-based
services revenues
    
    
    32,093
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    32,093
    
    
    
    27Cost of other resort
fee-based services
    
    
    (23,395
    )
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    (23,395
    )
    
    
    (20
    )Other revenues
    
    
    
    
    
    
    
    
    
    
    850
    
    
    
    13
    
    
    
    850
    
    
    
    1Cost of other operations
    
    
    
    
    
    
    
    
    
    
    (1,660
    )
    
    
    (25
    )
    
    
    (1,660
    )
    
    
    (1
    )Segment selling, general
and administrative
expenses (3)
    
    
    (68,774
    )
    
    
    (62
    )
    
    
    (6,868
    )
    
    
    (104
    )
    
    
    (75,642
    )
    
    
    (65
    )Segment operating profit
(loss)
    
    $
    13,173
    
    
    
    12
    
    
    $
    (9,267
    )
    
    
    (140
    )
    
    $
    3,906
    
    
    
    3
 *
    
    Percentages for Bluegreen Resorts cost of real estate sales and gross profit are calculated as a
percentage of sales of real estate.(1)
    
    Includes sales of VOIs made on behalf of third parties, which are transacted through the same
process as the sale of Bluegreens vacation ownership inventory, and involve similar selling and
marketing costs.(2)
    
    During the six months ended June 30, 2010, Bluegreen incurred non-cash impairment charges of
$3.3 million, mainly associated with the write down of Bluegreen
Communities inventory to its fair value less costs to sell.(3)
    
    General and administrative expenses attributable to corporate overhead have been excluded from
the tables. Corporate general and administrative expenses (excluding mortgage operations) totaled
$10.0 million and $23.0 million, respectively, for the three and six months ended June 30, 2010.
(See Corporate General and Administrative Expenses below for further discussion).
 75




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Real Estate
 Bluegreen Resorts
 Bluegreen Resorts  Resort Sales and Marketing
  For the Three Months
    
    
    For the Six MonthsEnded June 30, 2010
    
    
    Ended June 30, 2010Number of sales offices operated at the end of
the period
    
    
    21
    
    
    
    21Number of Bluegreen VOI sales transactions
    
    
    5,170
    
    
    
    8,647Number of sales made on behalf of third-party
developers for a fee
    
    
    1,479
    
    
    
    2,796Total VOI sales transactions
    
    
    6,649
    
    
    
    11,443Average sales price per transaction
    
    $
    11,990
    
    
    $
    11,842Number of total prospects tours
    
    
    44,026
    
    
    
    73,579Sale-to-tour conversion ratio total prospects
    
    
    15.1
    %
    
    
    15.6
    %Number of new prospects tours
    
    
    26,329
    
    
    
    41,737Sale-to-tour conversion ratio new prospects
    
    
    10.5
    %
    
    
    11.1
    %Sales to existing Bluegreen Vacation Club
owners as a percentage of system-wide sales
    
    
    57
    %
    
    
    59
    %
 Other Resort Fee-Based Services
  For the Three Months
    
    
    For the Six MonthsEnded June 30, 2010
    
    
    Ended June 30, 2010Fee-based management services
    
    $
    6,932
    
    
    $
    13,651Title operations
    
    
    1,572
    
    
    
    3,043Net carrying cost of
developer inventory
    
    
    (1,766
    )
    
    
    (5,317
    )Other
    
    
    (57
    )
    
    
    (195
    )Total
    
    $
    6,681
    
    
    $
    11,182
 Bluegreen Communities
  For the Three Months
    
    
    For the Six MonthsEnded June 30, 2010
    
    
    Ended June 30, 2010Number of homesites sold
    
    
    63
    
    
    
    129Average sales price per
homesite
    
    $
    60,206
    
    
    $
    59,175
 76




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##### Table of Contents



Real Estate
  Contracts to Sell Property at ProjectsNot Substantially Sold Out at June 30, 2010Sales for the Three Months
    
    
    Sales for the Six MonthsJune 30, 2010
    
    
    June 30, 2010ProjectVintage Oaks at the Vineyard
    
    $
    1,284
    
    
    $
    3,207Havenwood at Hunters Crossing
    
    
    26
    
    
    
    407Lake Ridge at Joe Pool Lake
    
    
    562
    
    
    
    765King Oaks
    
    
    (139
    )
    
    
    174Chapel Ridge
    
    
    440
    
    
    
    590Sugar Tree on the Brazos
    
    
    555
    
    
    
    555Sanctuary Cove
    
    
    93
    
    
    
    220Total
    
    $
    2,821
    
    
    $
    5,918
 Contracts to Sell Property at ProjectsSubstantially Sold Out at June 30, 2010Sales for the Three Months
    
    
    Sales for the Six MonthsJune 30, 2010
    
    
    June 30, 2010ProjectSaddle Creek Forest
    
    $
    225
    
    
    $
    570Miscellaneous
    
    
    210
    
    
    
    465Total
    
    
    435
    
    
    
    1,035Total Contracts
    
    $
    3,256
    
    
    $
    6,953
 Finance Operations
  77




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##### Table of Contents



Real Estate
 Profit from Notes Receivable Portfolio and Mortgage Servicing Operations
  For the Three Months
    
    
    For the Six MonthsEnded June 30, 2010
    
    
    Ended June 30, 2010IncomeInterest income:VOI notes receivable
    
    $
    30,135
    
    
    $
    60,101Other
    
    
    36
    
    
    
    81Total interest income
    
    
    30,171
    
    
    
    60,182Servicing fee income:Fee-based services
    
    
    33
    
    
    
    46Total income
    
    
    30,204
    
    
    
    60,228ExpensesInterest expense on receivable-backed
notes payable
    
    
    11,990
    
    
    
    23,726Cost of mortgage servicing operations
    
    
    457
    
    
    
    1,187Total expenses
    
    
    12,447
    
    
    
    24,913Pre-tax profit on notes receivable
portfolio and mortgage servicing operations
    
    $
    17,757
    
    
    $
    35,315
 Mortgage Servicing Operations.
   Interest Expense on Receivable-Backed Notes Payable
  78




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##### Table of Contents



Real Estate
 Other Interest Expense
     Corporate General and Administrative Expenses
  Non-controlling Interest in Income of Consolidated Subsidiary
  Bluegreens Liquidity and Capital Resources
   79




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##### Table of Contents



Real Estate
   
    
    Maintaining a significantly reduced sales level in its Resorts business in an effort to
match its sales pace to its liquidity and known receivable capacity;
    
    Emphasizing cash-based business in its sales, resort management and finance operations,
with particular focus on growing its fee-based service business;
    
    Minimizing the cash requirements of Bluegreen Communities;
    
    Maintaining reduced levels of overhead and continuing to seek increasing efficiency;
    
    Minimizing capital spending;
    
    Working with its lenders to renew, extend, or refinance its credit facilities;
    
    Maintaining compliance under its outstanding indebtedness; and
    
    Continuing to provide what Bluegreen believes to be a high level of quality vacation
experiences and customer service to its VOI owners.
     Credit Facilities
  80




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##### Table of Contents



Real Estate
 Credit Facilities for Bluegreen Receivables with Future Availability
  AdvanceOutstanding
    
    
    
    
    
    
    Period
    
    BorrowingRevolving
    
    
    Balance as of
    
    
    Availability
    
    
    Expiration;
    
    Rate; Rate asBorrowing
    
    
    June 30,
    
    
    as of June
    
    
    Borrowing
    
    of June 30,Limit
    
    
    2010
    
    
    30, 2010
    
    
    Maturity
    
    2010Aug. 30, 2010;
    
    Prime + 2.50%;BB&T Purchase
Facility(1)
    
    $
    150,000
    
    
    $
    113,799
    
    
    $
    36,201
    
    
    June 5, 2022
    
    5.75%Aug. 27, 2010;
    
    30 day LIBOR+2.50%;Liberty Bank Facility(1)
    
    
    75,000
    
    
    
    70,731
    
    
    
    4,269
    
    
    Aug. 27, 2014
    
    5.75% (2)Total
    
    $
    225,000
    
    
    $
    184,530
    
    
    $
    40,470
 
 (1)
    
    Facility is revolving during the advance period, providing additional
availability as the facility is paid down, subject to eligible collateral and applicable
terms and conditions.(2)
    
    Interest charged on this facility is variable, subject to a floor of 5.75%. BB&T Purchase Facility
     81




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##### Table of Contents



Real Estate
 Liberty Bank Facility
   Future Receivable Facilities
  Other Outstanding Receivable-Backed Notes Payable
  Balance asof June 30,
    
    
    
    
    Borrowing Rate; Rate2010
    
    
    Borrowing Maturity
    
    as of June 30, 2010The GE Bluegreen/Big Cedar Facility
    
    $
    28,214
    
    
    April 16, 2016
    
    30 day LIBOR+1.75%;2.10%Wells Fargo Facility
    
    
    7,272
    
    
    December 31, 2010
    
    Prime + 0.50%;4.00%(1)The GMAC Receivables Facility
    
    
    4,148
    
    
    February 15, 2015
    
    30 day LIBOR+4.00%;4.35%Non-recourse Securitization Bonds
    
    
    372,147
    
    
    Varies
    
    VariesTotal
    
    $
    411,781
 
 (1)
    
    Interest charged on this facility is variable and may be subject to a 4.00% floor
under certain circumstances. The GE Bluegreen/Big Cedar Facility
  The Wells Fargo Facility
  82




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##### Table of Contents



Real Estate
 Receivable-Backed Notes Payable previously reported as off-balance sheet .
  Other Effective Receivable Capacity.
  Credit Facilities for Bluegreen Inventories without Existing Future Availability
  Balance as of
    
    
    Borrowing
    
    Borrowing Rate; RateJune 30, 2010
    
    

Maturity(1)
    

as of June 30, 2010The GMAC AD&C Facility
    
    $
    71,493
    
    
    Varies by loan(2)
    
    30 day LIBOR+4.50%;4.85%The H4BG Communities Facility
    
    
    35,241
    
    
    December 31, 2012
    
    Prime + 2.00%;10.00%The Textron AD&C Loans
    
    
    11,694
    
    
    Varies by loan(2)
    
    Prime + 1.25% - 1.50%;4.50% - 4.75%Wells Fargo Term Loan
    
    
    35,176
    
    
    April 30, 2012
    
    30 day LIBOR + 6.87%;7.22%Total
    
    $
    153,604
 
 (1)
    
    Repayment of the outstanding amount is effected through release payments as the related
collateral is sold, subject to periodic minimum required amortization between June 30, 2010
and maturity.(2)
    
    The maturity dates for these facilities vary by loan. The maturity dates associated
with each loan are discussed below. The GMAC AD&C Facility
 TM
 83




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##### Table of Contents



Real Estate
 The H4BG Communities Facility
   Textron AD&C Loans
    The Wells Fargo Term Loan
  Commitments
  84




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##### Table of Contents



Real Estate
  PurchaseAccounting
    
    
    Less than
    
    
    13 - 36
    
    
    37 - 60
    
    
    More thanCategory
    
    Total
    
    
    Adjustments
    
    
    12 Months
    
    
    Months
    
    
    Months
    
    
    60 MonthsDebt obligations
    
    $
    808,591
    
    
    
    (58,433
    )
    
    
    46,305
    
    
    
    117,475
    
    
    
    75,839
    
    
    
    627,405Noncancelable operating leases
    
    
    64,276
    
    
    
    
    
    
    
    10,489
    
    
    
    14,906
    
    
    
    10,070
    
    
    
    28,811Total obligations
    
    $
    872,867
    
    
    
    (58,433
    )
    
    
    56,794
    
    
    
    132,381
    
    
    
    85,909
    
    
    
    656,216
    85




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##### Table of Contents



Real Estate
  Off-Balance Sheet Arrangements
  86




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 Financial Services
 The 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 June 30, 2010 filed with the
Securities and Exchange Commission. Accordingly, references to we, us or our in the following
discussion under the caption Financial Services are references to BankAtlantic Bancorp and its
subsidiaries, and are not references to BFC Financial Corporation.
 BankAtlantic Bancorps Consolidated Results of Operations
  For the Three Months Ended June 30,2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (39,870
    )
    
    
    (24,178
    )
    
    
    (15,692
    )Parent Company
    
    
    (11,380
    )
    
    
    (14,178
    )
    
    
    2,798Net loss
    
    $
    (51,250
    )
    
    
    (38,356
    )
    
    
    (12,894
    )
 For the Three Months Ended June 30, 2010 Compared to the Same 2009 Period:
  87




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  For the Six Months Ended June 30,(in thousands)
    
    2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (56,999
    )
    
    
    (64,767
    )
    
    
    7,768Parent Company
    
    
    (14,772
    )
    
    
    (20,200
    )
    
    
    5,428Net loss
    
    $
    (71,771
    )
    
    
    (84,967
    )
    
    
    13,196
 For the Six Months Ended June 30, 2010 Compared to the Same 2009 Period:
    88




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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 EndedJune 30, 2010
    
    
    June 30, 2009Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    Rate(dollars in thousands)Total loans
    
    $
    3,591,733
    
    
    
    39,839
    
    
    
    4.44
    
    
    $
    4,226,918
    
    
    
    47,585
    
    
    
    4.50Investments
    
    
    648,812
    
    
    
    3,432
    
    
    
    2.12
    
    
    
    727,869
    
    
    
    9,405
    
    
    
    5.17Total interest earning assets
    
    
    4,240,545
    
    
    
    43,271
    
    
    
    4.08
    %
    
    
    4,954,787
    
    
    
    56,990
    
    
    
    4.60
    %Goodwill and core deposit intangibles
    
    
    15,353
    
    
    
    
    
    
    
    
    
    
    
    16,618Other non-interest earning assets
    
    
    304,066
    
    
    
    
    
    
    
    
    
    
    
    299,497Total Assets
    
    $
    4,559,964
    
    
    
    
    
    
    
    
    
    
    $
    5,270,902Deposits:Savings
    
    $
    445,686
    
    
    
    271
    
    
    
    0.24
    %
    
    $
    451,122
    
    
    
    390
    
    
    
    0.35
    %NOW
    
    
    1,525,475
    
    
    
    1,786
    
    
    
    0.47
    
    
    
    1,159,531
    
    
    
    1,812
    
    
    
    0.63Money market
    
    
    386,712
    
    
    
    630
    
    
    
    0.65
    
    
    
    412,065
    
    
    
    674
    
    
    
    0.66Certificates of deposit
    
    
    805,656
    
    
    
    3,334
    
    
    
    1.66
    
    
    
    1,256,299
    
    
    
    8,651
    
    
    
    2.76Total interest bearing deposits
    
    
    3,163,529
    
    
    
    6,021
    
    
    
    0.76
    
    
    
    3,279,017
    
    
    
    11,527
    
    
    
    1.41Short-term borrowed funds
    
    
    33,665
    
    
    
    10
    
    
    
    0.12
    
    
    
    65,604
    
    
    
    27
    
    
    
    0.17Advances from FHLB
    
    
    1,264
    
    
    
    1
    
    
    
    0.32
    
    
    
    625,254
    
    
    
    5,082
    
    
    
    3.26Long-term debt
    
    
    22,000
    
    
    
    231
    
    
    
    4.21
    
    
    
    22,779
    
    
    
    276
    
    
    
    4.86Total interest bearing liabilities
    
    
    3,220,458
    
    
    
    6,263
    
    
    
    0.78
    
    
    
    3,992,654
    
    
    
    16,912
    
    
    
    1.70Demand deposits
    
    
    916,105
    
    
    
    
    
    
    
    
    
    
    
    810,031Non-interest bearing other liabilities
    
    
    54,929
    
    
    
    
    
    
    
    
    
    
    
    62,835Total Liabilities
    
    
    4,191,492
    
    
    
    
    
    
    
    
    
    
    
    4,865,520Stockholders equity
    
    
    368,472
    
    
    
    
    
    
    
    
    
    
    
    405,382Total liabilities and stockholders
equity
    
    $
    4,559,964
    
    
    
    
    
    
    
    
    
    
    $
    5,270,902Net interest income/
net interest spread
    
    
    
    
    
    $
    37,008
    
    
    
    3.30
    %
    
    
    
    
    
    $
    40,078
    
    
    
    2.90
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.08
    %
    
    
    
    
    
    
    
    
    
    
    4.60
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.59
    
    
    
    
    
    
    
    
    
    
    
    1.37Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.49
    %
    
    
    
    
    
    
    
    
    
    
    3.23
    %
 For the Three Months Ended June 30, 2010 Compared to the Same 2009 Period:
   89




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   Average Balance Sheet - Yield / Rate AnalysisFor the Six Months EndedJune 30, 2010
    
    
    June 30, 2009Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    3,671,378
    
    
    
    81,417
    
    
    
    4.44
    
    
    
    4,291,012
    
    
    
    97,191
    
    
    
    4.53Investments
    
    
    626,281
    
    
    
    9,569
    
    
    
    3.04
    
    
    
    864,527
    
    
    
    22,208
    
    
    
    5.14Total interest earning assets
    
    
    4,297,659
    
    
    
    90,986
    
    
    
    4.23
    %
    
    
    5,155,539
    
    
    
    119,399
    
    
    
    4.63Goodwill and core deposit intangibles
    
    
    15,501
    
    
    
    
    
    
    
    
    
    
    
    21,269Other non-interest earning assets
    
    
    308,594
    
    
    
    
    
    
    
    
    
    
    
    294,649Total Assets
    
    $
    4,621,754
    
    
    
    
    
    
    
    
    
    
    
    5,471,457Deposits:Savings
    
    $
    435,517
    
    
    
    604
    
    
    
    0.28
    %
    
    
    446,227
    
    
    
    890
    
    
    
    0.40NOW
    
    
    1,496,450
    
    
    
    4,004
    
    
    
    0.54
    
    
    
    1,103,634
    
    
    
    3,226
    
    
    
    0.59Money market
    
    
    373,664
    
    
    
    1,259
    
    
    
    0.68
    
    
    
    416,947
    
    
    
    1,447
    
    
    
    0.70Certificates of deposit
    
    
    850,615
    
    
    
    7,211
    
    
    
    1.71
    
    
    
    1,278,057
    
    
    
    18,951
    
    
    
    2.99Total deposits
    
    
    3,156,246
    
    
    
    13,078
    
    
    
    0.84
    
    
    
    3,244,865
    
    
    
    24,514
    
    
    
    1.52Short-term borrowed funds
    
    
    36,505
    
    
    
    23
    
    
    
    0.13
    
    
    
    171,319
    
    
    
    208
    
    
    
    0.24Advances from FHLB
    
    
    86,663
    
    
    
    959
    
    
    
    2.23
    
    
    
    763,398
    
    
    
    12,246
    
    
    
    3.23Long-term debt
    
    
    22,252
    
    
    
    459
    
    
    
    4.16
    
    
    
    22,799
    
    
    
    584
    
    
    
    5.17Total interest bearing liabilities
    
    
    3,301,666
    
    
    
    14,519
    
    
    
    0.89
    
    
    
    4,202,381
    
    
    
    37,552
    
    
    
    1.80Demand deposits
    
    
    890,391
    
    
    
    
    
    
    
    
    
    
    
    793,098Non-interest bearing other liabilities
    
    
    54,626
    
    
    
    
    
    
    
    
    
    
    
    62,184Total Liabilities
    
    
    4,246,683
    
    
    
    
    
    
    
    
    
    
    
    5,057,663Stockholders equity
    
    
    375,071
    
    
    
    
    
    
    
    
    
    
    
    413,794Total liabilities and stockholders
equity
    
    $
    4,621,754
    
    
    
    
    
    
    
    
    
    
    
    5,471,457Net interest income/net
interest spread
    
    
    
    
    
    $
    76,467
    
    
    
    3.35
    %
    
    
    
    
    
    $
    81,847
    
    
    
    2.83MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.23
    %
    
    
    
    
    
    
    
    
    
    
    4.63Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.68
    
    
    
    
    
    
    
    
    
    
    
    1.47Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.55
    %
    
    
    
    
    
    
    
    
    
    
    3.16
 90




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 For the Six Months Ended June 30, 2010 Compared to the Same 2009 Period:
  Asset Quality
  For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    169,548
    
    
    
    146,639
    
    
    
    173,588
    
    
    
    125,572Charge-offsResidential real estate
    
    
    (5,233
    )
    
    
    (3,923
    )
    
    
    (9,414
    )
    
    
    (8,511
    )Commercial real estate
    
    
    (14,146
    )
    
    
    (10,530
    )
    
    
    (35,478
    )
    
    
    (16,095
    )Commercial business
    
    
    
    
    
    
    (516
    )
    
    
    
    
    
    
    (516
    )Consumer
    
    
    (11,822
    )
    
    
    (9,118
    )
    
    
    (22,593
    )
    
    
    (19,439
    )Small business
    
    
    (2,225
    )
    
    
    (2,347
    )
    
    
    (3,062
    )
    
    
    (5,118
    )Total Charge-offs
    
    
    (33,426
    )
    
    
    (26,434
    )
    
    
    (70,547
    )
    
    
    (49,679
    )Recoveries of loans
previously charged-off
    
    
    879
    
    
    
    661
    
    
    
    1,926
    
    
    
    1,453Net (charge-offs)
    
    
    (32,547
    )
    
    
    (25,773
    )
    
    
    (68,621
    )
    
    
    (48,226
    )Provision for loan losses
    
    
    43,634
    
    
    
    35,955
    
    
    
    75,668
    
    
    
    79,475Balance, end of period
    
    $
    180,635
    
    
    
    156,821
    
    
    
    180,635
    
    
    
    156,821
    91




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
    As ofJune 30, 2010
    
    
    December 31, 2009NONPERFORMING ASSETSTax certificates
    
    $
    2,836
    
    
    
    2,161Commercial real estate
    
    
    230,007
    
    
    
    167,867Consumer
    
    
    13,818
    
    
    
    14,451Small business
    
    
    12,248
    
    
    
    9,338Residential real estate (1)
    
    
    83,894
    
    
    
    76,401Commercial business
    
    
    22,159
    
    
    
    18,063Total nonaccrual assets (2)
    
    $
    364,962
    
    
    
    288,281Residential real estate owned
    
    $
    11,569
    
    
    
    9,607Commercial real estate owned
    
    
    32,504
    
    
    
    25,442Small business real estate owned
    
    
    1,064
    
    
    
    580Consumer real estate owned
    
    
    356
    
    
    
    306Other repossessed assets
    
    
    87
    
    
    
    10Total repossessed assets
    
    
    45,580
    
    
    
    35,945Total nonperforming assets, net
    
    $
    410,542
    
    
    
    324,226AllowancesAllowance for loan losses
    
    $
    180,635
    
    
    
    173,588Allowance for tax certificate losses
    
    
    8,175
    
    
    
    6,781Total allowances
    
    $
    188,810
    
    
    
    180,369POTENTIAL PROBLEM LOANSContractually past due 90 days or more (3)
    
    $
    2,126
    
    
    
    9,960Performing impaired loans (4)
    
    
    42,698
    
    
    
    6,150Troubled debt restructured loans
    
    
    145,739
    
    
    
    107,642TOTAL POTENTIAL PROBLEM LOANS
    
    $
    190,563
    
    
    
    123,752
 
 (1)
    
    Includes $39.2 million and $41.3 million of interest-only residential loans as of
June 30, 2010 and December 31, 2009, respectively.(2)
    
    Includes $60.1 million and $45.7 million of troubled debt restructured loans as of
June 30, 2010 and December 31, 2009, respectively.(3)
    
    The majority of these loans have matured and the borrower continues to make payments
under the matured loan agreement or the loan has sufficient collateral that we believe is
sufficient to prevent a loss.(4)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans.   92




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       As of June 30, 2010
    
    
    As of December 31, 2009Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    46,243
    
    
    
    120,487
    
    
    
    32,225
    
    
    
    83,768Small business
    
    
    4,400
    
    
    
    9,061
    
    
    
    4,520
    
    
    
    7,325Consumer
    
    
    1,918
    
    
    
    13,078
    
    
    
    1,744
    
    
    
    12,969Residential
    
    
    7,573
    
    
    
    3,113
    
    
    
    7,178
    
    
    
    3,580Total
    
    $
    60,134
    
    
    
    145,739
    
    
    
    45,667
    
    
    
    107,642
 93




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   UnpaidPrincipal
    
    
    Outstanding
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Balance (6)
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (4)
    
    
    Type
    
    
    Full AppraisalResidential Land DevelopersRelationship No. 1 (1)
    
    $
    26,731
    
    
    
    19,200
    
    
    
    3,501
    
    
    
    Q3-2004
    
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land A&D (5)
    
    
    Q4-2009Relationship No. 2 (2)
    
    
    12,500
    
    
    
    10,064
    
    
    
    2,356
    
    
    
    Q3-2006
    
    
    
    Q1-2009
    
    
    
    Q1-2009
    
    
    Land A&D (5)
    
    
    Q1-2010Total
    
    $
    39,231
    
    
    
    29,264
    
    
    
    5,857Commercial Land DevelopersRelationship No. 3
    
    $
    26,210
    
    
    
    26,210
    
    
    
    8,893
    
    
    
    Q2-2006
    
    
    
    Q4-2009
    
    
    
    Q4-2009
    
    
    Land A&D (5)
    
    
    Q1-2010Relationship No. 4 (3)
    
    
    20,389
    
    
    
    20,389
    
    
    
    11,597
    
    
    
    Q4-2003
    
    
    
    Q2-2010
    
    
    
    N/A
    
    
    Commercial Land
    
    
    Q2-2010Relationship No. 5
    
    
    17,777
    
    
    
    17,777
    
    
    
    7,068
    
    
    
    Q3-2006
    
    
    
    Q1-2010
    
    
    
    Q1-2010
    
    
    Commercial mixed-use
    
    
    Q4-2009Relationship No. 6
    
    
    18,421
    
    
    
    18,421
    
    
    
    
    
    
    
    Q2-2007
    
    
    
    Q2-2010
    
    
    
    Q2-2010
    
    
    Commercial Land
    
    
    Q2-2010Relationship No. 7
    
    
    10,778
    
    
    
    10,778
    
    
    
    1,218
    
    
    
    Q3-2007
    
    
    
    Q4-2009
    
    
    
    Q3-2009
    
    
    Commercial Land
    
    
    Q4-2009Total
    
    $
    93,575
    
    
    
    93,575
    
    
    
    28,776Total of Large Relationships
    
    $
    132,806
    
    
    
    122,839
    
    
    
    34,633
 
 (1)
    
    During 2009 and 2010, BankAtlantic recognized partial charge-offs on relationship No. 1
aggregating $6.8 million.(2)
    
    During 2009, BankAtlantic recognized partial charge-offs on relationship No. 2 of $2.3
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)
    
    Acquisition and development (A&D).(6)
    
    Outstanding balance is the Unpaid Principal Balance less write-downs.  Amortizing Purchased Residential LoansAverageOutstanding
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosYear of Origination
    
    Balance
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    46,150
    
    
    
    64.58
    %
    
    
    113.27
    %
    
    
    743
    
    
    
    742
    
    
    $
    4,980
    
    
    
    32.35
    %2006
    
    
    52,236
    
    
    
    70.70
    %
    
    
    120.72
    %
    
    
    734
    
    
    
    722
    
    
    
    4,790
    
    
    
    35.65
    %2005
    
    
    68,193
    
    
    
    73.76
    %
    
    
    118.56
    %
    
    
    726
    
    
    
    715
    
    
    
    10,700
    
    
    
    35.68
    %2004
    
    
    340,993
    
    
    
    67.96
    %
    
    
    80.94
    %
    
    
    736
    
    
    
    729
    
    
    
    19,871
    
    
    
    34.41
    %Prior to 2004
    
    
    163,745
    
    
    
    67.45
    %
    
    
    59.49
    %
    
    
    734
    
    
    
    730
    
    
    
    7,581
    
    
    
    33.91
    %
 Interest Only Purchased Residential LoansAverageOutstanding
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosYear of Origination
    
    Balance
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    88,337
    
    
    
    72.03
    %
    
    
    128.46
    %
    
    
    750
    
    
    
    737
    
    
    $
    16,808
    
    
    
    33.98
    %2006
    
    
    198,595
    
    
    
    73.98
    %
    
    
    124.77
    %
    
    
    741
    
    
    
    738
    
    
    
    28,575
    
    
    
    34.94
    %2005
    
    
    180,317
    
    
    
    69.49
    %
    
    
    112.81
    %
    
    
    741
    
    
    
    749
    
    
    
    7,967
    
    
    
    34.09
    %2004
    
    
    87,247
    
    
    
    70.64
    %
    
    
    96.15
    %
    
    
    744
    
    
    
    716
    
    
    
    5,132
    
    
    
    31.76
    %Prior to 2004
    
    
    85,473
    
    
    
    58.41
    %
    
    
    77.49
    %
    
    
    744
    
    
    
    734
    
    
    
    2,596
    
    
    
    31.59
    %
 94




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Amortizing Purchased Residential LoansAverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    12,209
    
    
    
    67.67
    %
    
    
    119.96
    %
    
    
    731
    
    
    
    735
    
    
    $
    1,025
    
    
    
    33.11
    %California
    
    
    162,499
    
    
    
    68.06
    %
    
    
    85.34
    %
    
    
    739
    
    
    
    738
    
    
    
    12,034
    
    
    
    34.81
    %Florida
    
    
    89,886
    
    
    
    69.60
    %
    
    
    101.42
    %
    
    
    723
    
    
    
    711
    
    
    
    11,772
    
    
    
    35.30
    %Nevada
    
    
    6,076
    
    
    
    70.79
    %
    
    
    116.79
    %
    
    
    738
    
    
    
    734
    
    
    
    351
    
    
    
    36.24
    %Other States
    
    
    400,647
    
    
    
    68.18
    %
    
    
    80.92
    %
    
    
    733
    
    
    
    732
    
    
    
    23,012
    
    
    
    33.72
    %
 Interest Only Purchased Residential LoansAverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    19,840
    
    
    
    70.15
    %
    
    
    144.52
    %
    
    
    752
    
    
    
    740
    
    
    $
    3,135
    
    
    
    32.32
    %California
    
    
    179,186
    
    
    
    70.26
    %
    
    
    106.49
    %
    
    
    742
    
    
    
    734
    
    
    
    22,102
    
    
    
    33.82
    %Florida
    
    
    43,327
    
    
    
    67.96
    %
    
    
    134.75
    %
    
    
    747
    
    
    
    735
    
    
    
    9,731
    
    
    
    31.91
    %Nevada
    
    
    8,598
    
    
    
    72.21
    %
    
    
    187.82
    %
    
    
    745
    
    
    
    736
    
    
    
    4,269
    
    
    
    34.97
    %Other States
    
    
    389,018
    
    
    
    69.99
    %
    
    
    108.26
    %
    
    
    742
    
    
    
    742
    
    
    
    21,841
    
    
    
    33.95
    %
 
 (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 third quarter of 2009.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service.  June 30, 2010
    
    
    December 31, 2009ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto total
    
    
    by
    
    
    
    
    
    
    to total
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to total
    
    
    by
    
    
    in each
    
    
    to totalcategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    9,412
    
    
    
    7.27
    %
    
    
    3.67
    %
    
    
    4,515
    
    
    
    2.89
    %
    
    
    4.10
    %Commercial real estate
    
    
    98,544
    
    
    
    9.42
    
    
    
    29.67
    
    
    
    91,658
    
    
    
    8.21
    
    
    
    29.24Small business
    
    
    8,993
    
    
    
    2.91
    
    
    
    8.76
    
    
    
    7,998
    
    
    
    2.55
    
    
    
    8.20Residential real estate
    
    
    22,628
    
    
    
    1.62
    
    
    
    39.60
    
    
    
    27,000
    
    
    
    1.74
    
    
    
    40.60Consumer
    
    
    41,058
    
    
    
    6.37
    
    
    
    18.30
    
    
    
    42,417
    
    
    
    6.22
    
    
    
    17.86Total allowance for
loan losses
    
    $
    180,635
    
    
    
    5.09
    
    
    
    100.00
    
    
    
    173,588
    
    
    
    4.41
    
    
    
    100.00
 95




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  June 30,
    
    
    December 31,2010
    
    
    2009Commercial real estate
    
    $
    70,007
    
    
    
    42,523Commercial business
    
    
    8,412
    
    
    
    174Small business
    
    
    3,061
    
    
    
    753Consumer
    
    
    2,308
    
    
    
    4,621Residential
    
    
    10,085
    
    
    
    8,784Total
    
    $
    93,873
    
    
    
    56,855
  BankAtlantics Non-Interest Income
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,(in thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeService charges on deposits
    
    $
    15,502
    
    
    
    19,347
    
    
    
    (3,845
    )
    
    
    30,550
    
    
    
    38,032
    
    
    
    (7,482
    )Other service charges and fees
    
    
    7,739
    
    
    
    8,059
    
    
    
    (320
    )
    
    
    15,117
    
    
    
    15,084
    
    
    
    33Securities activities, net
    
    
    309
    
    
    
    2,067
    
    
    
    (1,758
    )
    
    
    3,441
    
    
    
    6,387
    
    
    
    (2,946
    )Income from unconsolidated companies
    
    
    
    
    
    
    103
    
    
    
    (103
    )
    
    
    
    
    
    
    181
    
    
    
    (181
    )Other
    
    
    2,721
    
    
    
    3,200
    
    
    
    (479
    )
    
    
    5,420
    
    
    
    5,957
    
    
    
    (537
    )Non-interest income
    
    $
    26,271
    
    
    
    32,776
    
    
    
    (6,505
    )
    
    
    54,528
    
    
    
    65,641
    
    
    
    (11,113
    )
    96




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
    BankAtlantics Non-Interest Expense
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeEmployee compensation and benefits
    
    $
    24,254
    
    
    
    24,985
    
    
    
    (731
    )
    
    
    48,628
    
    
    
    53,063
    
    
    
    (4,435
    )Occupancy and equipment
    
    
    13,745
    
    
    
    14,842
    
    
    
    (1,097
    )
    
    
    27,326
    
    
    
    29,752
    
    
    
    (2,426
    )Advertising and business promotion
    
    
    2,121
    
    
    
    1,846
    
    
    
    275
    
    
    
    4,055
    
    
    
    4,627
    
    
    
    (572
    )Professional fees
    
    
    4,220
    
    
    
    2,336
    
    
    
    1,884
    
    
    
    6,785
    
    
    
    5,280
    
    
    
    1,505Check losses
    
    
    521
    
    
    
    991
    
    
    
    (470
    )
    
    
    953
    
    
    
    1,835
    
    
    
    (882
    )Supplies and postage
    
    
    895
    
    
    
    991
    
    
    
    (96
    )
    
    
    1,860
    
    
    
    1,991
    
    
    
    (131
    )Telecommunication
    
    
    655
    
    
    
    580
    
    
    
    75
    
    
    
    1,184
    
    
    
    1,274
    
    
    
    (90
    )Cost associated with debt redemption
    
    
    53
    
    
    
    1,441
    
    
    
    (1,388
    )
    
    
    60
    
    
    
    2,032
    
    
    
    (1,972
    )Provision for tax certificates
    
    
    2,134
    
    
    
    1,414
    
    
    
    720
    
    
    
    2,867
    
    
    
    2,900
    
    
    
    (33
    )Restructuring charges and exit
activities
    
    
    1,726
    
    
    
    1,406
    
    
    
    320
    
    
    
    1,726
    
    
    
    3,280
    
    
    
    (1,554
    )Impairment of real estate owned
    
    
    521
    
    
    
    411
    
    
    
    110
    
    
    
    664
    
    
    
    623
    
    
    
    41Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    (9,124
    )FDIC special assessment
    
    
    
    
    
    
    2,428
    
    
    
    (2,428
    )
    
    
    
    
    
    
    2,428
    
    
    
    (2,428
    )Other
    
    
    8,670
    
    
    
    7,406
    
    
    
    1,264
    
    
    
    16,128
    
    
    
    14,571
    
    
    
    1,557Total non-interest expense
    
    $
    59,515
    
    
    
    61,077
    
    
    
    (1,562
    )
    
    
    112,236
    
    
    
    132,780
    
    
    
    (20,544
    )
    97




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
            98




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
    BankAtlantic Bancorp Parent Company Results of Operations
 For the Three Months
    
    
    For the Six Months(in thousands)
    
    Ended June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeNet interest expense
    
    $
    (3,579
    )
    
    
    (3,807
    )
    
    
    228
    
    
    
    (7,064
    )
    
    
    (7,828
    )
    
    
    764Provision for loan losses
    
    
    (4,919
    )
    
    
    (7,539
    )
    
    
    2,620
    
    
    
    (3,640
    )
    
    
    (8,296
    )
    
    
    4,756Net interest expense after provision
for loan losses
    
    
    (8,498
    )
    
    
    (11,346
    )
    
    
    2,848
    
    
    
    (10,704
    )
    
    
    (16,124
    )
    
    
    5,420Non-interest income
    
    
    511
    
    
    
    (973
    )
    
    
    1,484
    
    
    
    969
    
    
    
    (513
    )
    
    
    1,482Non-interest expense
    
    
    3,393
    
    
    
    1,859
    
    
    
    1,534
    
    
    
    5,037
    
    
    
    3,563
    
    
    
    1,474Parent company loss
    
    $
    (11,380
    )
    
    
    (14,178
    )
    
    
    2,798
    
    
    
    (14,772
    )
    
    
    (20,200
    )
    
    
    5,428
    99




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   June 30,
    
    
    December 31,2010
    
    
    2009Nonaccrual loans:Commercial residential real estate:Builder land bank loans
    
    $
    5,977
    
    
    
    14,060Land acquisition and development
    
    
    4,633
    
    
    
    10,376Land acquisition, development and
construction
    
    
    8,225
    
    
    
    14,903Total commercial residential real estate
    
    
    18,835
    
    
    
    39,339Commercial non-residential real estate
    
    
    5,523
    
    
    
    5,558Total non-accrual loans
    
    
    24,358
    
    
    
    44,897Allowance for loan losses  specific reserves
    
    
    (7,227
    )
    
    
    (13,630
    )Non-accrual loans, net
    
    
    17,131
    
    
    
    31,267Performing commercial non-residential loans
    
    
    2,961
    
    
    
    3,116Loans receivable, net
    
    $
    20,092
    
    
    
    34,383Real estate owned
    
    $
    9,832
    
    
    
    10,532
   UnpaidPrincipal
    
    
    Outstanding
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Balance (5)
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (3)
    
    
    Type (4)
    
    
    Full AppraisalCommercial BusinessRelationship No. 1
    
    
    5,523
    
    
    
    5,523
    
    
    
    265
    
    
    
    Q4-2005
    
    
    
    Q4-2007
    
    
    
    Q4-2007
    
    
    Commercial Land
    
    
    Q4-2009Residential Land DevelopersRelationship No. 2 (1)
    
    
    19,881
    
    
    
    5,977
    
    
    
    627
    
    
    
    Q1-2005
    
    
    
    Q4-2007
    
    
    
    Q1-2008
    
    
    Builder Land
    
    
    Q3-2009Relationship No. 3 (2)
    
    
    7,796
    
    
    
    3,845
    
    
    
    2,876
    
    
    
    Q4-2003
    
    
    
    Q4-2007
    
    
    
    Q3-2007
    
    
    Land AD&C
    
    
    Q3-2009Total Residential
Land Developers
    
    
    27,677
    
    
    
    9,822
    
    
    
    3,503Total
    
    
    33,200
    
    
    
    15,345
    
    
    
    3,768
 
 (1)
    
    During 2008, 2009 and 2010, BankAtlantic Bancorp recognized partial charge-offs on
relationship No. 2 aggregating $13.9 million.(2)
    
    During 2008 and 2010, BankAtlantic Bancorp recognized partial charge-offs on relationship
No. 3 aggregating $4.0 million.(3)
    
    The default date is defined as the date of the initial missed payment prior to default.(4)
    
    Acquisition and development (A&D).(5)
    
    Outstanding balance is the Unpaid Principal Balance less write-downs. 100




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Financial Services
(BankAtlantic Bancorp)
   For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    8,049
    
    
    
    11,758
    
    
    
    13,630
    
    
    
    11,685Loans charged-off
    
    
    (5,741
    )
    
    
    (3,898
    )
    
    
    (10,043
    )
    
    
    (4,582
    )Recoveries of loans
previously charged-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (5,741
    )
    
    
    (3,898
    )
    
    
    (10,043
    )
    
    
    (4,582
    )Provision for loan losses
    
    
    4,919
    
    
    
    7,539
    
    
    
    3,640
    
    
    
    8,296Balance, end of period
    
    $
    7,227
    
    
    
    15,399
    
    
    
    7,227
    
    
    
    15,399
   Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
  101




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Financial Services
(BankAtlantic Bancorp)
      102




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Financial Services
(BankAtlantic Bancorp)
      103




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Financial Services
(BankAtlantic Bancorp)
  As of June 30, 2010Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    8,395
    
    
    
    
    
    
    
    
    
    
    
    8,395Securities available for sale
    
    
    10
    
    
    
    
    
    
    
    2
    
    
    
    8Private investment securities
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500Total
    
    $
    9,905
    
    
    
    
    
    
    
    2
    
    
    
    9,903
  BankAtlantic Liquidity and Capital Resources
   104




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Financial Services
(BankAtlantic Bancorp)
      105




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Financial Services
(BankAtlantic Bancorp)
  Minimum
RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt June 30, 2010:Total risk-based capital
    
    $
    399,064
    
    
    
    12.86
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    337,567
    
    
    
    10.87
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    337,567
    
    
    
    7.36
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    337,567
    
    
    
    7.36
    
    
    
    4.00
    
    
    
    5.00At December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    357,660
    
    
    
    10.63
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    4.00
    
    
    
    5.00
     Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    749,948
    
    
    
    568,095
    
    
    
    157,483
    
    
    
    21,679
    
    
    
    2,691Long-term debt
    
    
    337,160
    
    
    
    
    
    
    
    22,000
    
    
    
    20,965
    
    
    
    294,195Advances from FHLB (1)
    
    
    115,000
    
    
    
    115,000
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    25,902
    
    
    
    1,085
    
    
    
    3,209
    
    
    
    2,171
    
    
    
    19,437Operating lease obligations held for use
    
    
    63,743
    
    
    
    7,062
    
    
    
    16,549
    
    
    
    6,491
    
    
    
    33,641Pension obligation
    
    
    17,884
    
    
    
    1,473
    
    
    
    3,040
    
    
    
    3,342
    
    
    
    10,029Other obligations
    
    
    13,006
    
    
    
    206
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    1,322,643
    
    
    
    692,921
    
    
    
    207,081
    
    
    
    61,048
    
    
    
    361,593
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 106




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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
  107




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  Surety Bond Claim (Westchester Fire Insurance Company v. City of Brooksville)
  
 Item 1A. Risk Factors
  
 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 108




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BFC FINANCIAL CORPORATIONDate: August 16, 2010
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive Officer Date: August 16, 2010
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial Officer Date: August 16, 2010
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer 109