##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarter Ended March 31, 2009
 OR
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number
 001-09071
 BFC Financial Corporation
  Florida
    
    59-2022148(State or other jurisdiction of incorporation or 
organization)
    
    (IRS Employer Identification Number)
 2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of Principal executive office)
    
    (Zip Code)
  
  Not Applicable
  þ o
  o o
  Large accelerated filer
o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
  o þ




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##### 



BFC Financial Corporation
  PART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Consolidated Statements of Financial Condition as of March
31, 2009 and December 31, 2008  Unaudited
3Consolidated Statements of Operations for the Three Months
Ended March 31, 2009 and 2008  Unaudited
4Consolidated Statements of Comprehensive Loss for the Three
Months Ended March 31, 2009 and 2008  Unaudited
5Consolidated Statement of Changes in Equity as of March 31,
2009  Unaudited
6Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2009 and 2008  Unaudited
7Notes to Unaudited Consolidated Financial Statements
8Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
37Item 3. Quantitative and Qualitative Disclosures about Market Risk
72Item 4T. Controls and Procedures
74PART II. OTHER INFORMATIONItem 1. Legal Proceedings
75Item 1A. Risk Factors
75Item 6. Exhibits
75SIGNATURESEX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 BFC Financial Corporation
 
 Consolidated Statements of Financial Condition- Unaudited
 (In thousands, except share data)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCash and cash equivalents
    
    $
    354,652
    
    
    
    278,937Restricted cash
    
    
    8,575
    
    
    
    21,288Securities available for sale and other financial instruments (at fair value)
    
    
    538,516
    
    
    
    722,698Investment securities at cost or amortized costs (fair value: $37,294 in 2009 and $12,475 in 2008)
    
    
    36,955
    
    
    
    12,008Tax certificates, net of allowance of $7,036 in 2009 and $6,064 in 2008
    
    
    172,641
    
    
    
    213,534Federal Home Loan Bank stock, at cost which approximates fair value
    
    
    48,751
    
    
    
    54,607Residential loans held for sale at lower of cost or fair value
    
    
    6,238
    
    
    
    3,461Loans receivable, net of allowance for loan losses
$158,397 in 2009 and $137,257 in 2008
    
    
    4,197,587
    
    
    
    4,314,184Accrued interest receivable
    
    
    38,519
    
    
    
    41,817Real estate held for development and sale
    
    
    269,014
    
    
    
    268,763Real estate owned
    
    
    21,763
    
    
    
    19,045Investments in unconsolidated affiliates
    
    
    28,494
    
    
    
    41,386Properties and equipment, net
    
    
    309,251
    
    
    
    315,347Goodwill and other intangible assets, net
    
    
    36,553
    
    
    
    44,986Other assets
    
    
    44,945
    
    
    
    43,521Total assets
    
    $
    6,112,454
    
    
    
    6,395,582LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    3,254,626
    
    
    
    3,184,677Non-interest bearing deposits
    
    
    798,687
    
    
    
    741,691Total deposits
    
    
    4,053,313
    
    
    
    3,926,368Advances from FHLB
    
    
    817,372
    
    
    
    967,491Federal funds purchased and other short term borrowings
    
    
    62,967
    
    
    
    238,339Securities sold under agreements to repurchase
    
    
    28,238
    
    
    
    41,387Subordinated debentures, mortgage notes payable and mortgage-backed bonds
    
    
    287,314
    
    
    
    287,772Junior subordinated debentures
    
    
    379,460
    
    
    
    376,104Loss in excess of investment in Woodbridges subsidiary
    
    
    
    
    
    
    52,887Other liabilities
    
    
    115,609
    
    
    
    118,784Total liabilities
    
    
    5,744,273
    
    
    
    6,009,132Commitments and contingencies (see Note 17)Preferred 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 in 2009 and
2008
with a redemption value of $1,000 per share
    
    
    11,029
    
    
    
    11,029Equity:Class A common stock of $.01 par value, authorized 70,000,000 shares;
issued and outstanding 38,254,389 in 2009 and 2008
    
    
    382
    
    
    
    382Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,875,104 in 2009 and 2008
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    124,182
    
    
    
    123,562Accumulated deficit
    
    
    (19,439
    )
    
    
    (8,848
    )Accumulated other comprehensive loss
    
    
    (742
    )
    
    
    (2,298
    )Total BFC Financial Corporation (BFC) shareholders equity
    
    
    104,452
    
    
    
    112,867Noncontrolling interests
    
    
    252,700
    
    
    
    262,554Total equity
    
    
    357,152
    
    
    
    375,421Total liabilities and equity
    
    $
    6,112,454
    
    
    
    6,395,582
 See accompanying 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 EndedMarch 31,2009
    
    
    2008(As Adjusted)RevenuesBFC Activities:Interest and dividend income
    
    $
    258
    
    
    
    415Other income
    
    
    164
    
    
    
    1,258422
    
    
    
    1,673Financial Services:Interest and dividend income
    
    
    62,908
    
    
    
    83,732Service charges on deposits
    
    
    18,685
    
    
    
    24,014Other service charges and fees
    
    
    7,025
    
    
    
    7,433Securities activities, net
    
    
    4,440
    
    
    
    (4,738
    )Other income
    
    
    2,650
    
    
    
    2,60295,708
    
    
    
    113,043Real Estate Development:Sales of real estate
    
    
    1,427
    
    
    
    154Interest and dividend income
    
    
    509
    
    
    
    1,455Other income
    
    
    2,944
    
    
    
    3,0904,880
    
    
    
    4,699Total revenues
    
    
    101,010
    
    
    
    119,415Costs and ExpensesBFC Activities:Employee compensation and benefits
    
    
    2,196
    
    
    
    3,160Other expenses
    
    
    701
    
    
    
    9272,897
    
    
    
    4,087Financial Services:Interest expense
    
    
    24,775
    
    
    
    41,075Provision for loan losses
    
    
    44,277
    
    
    
    42,888Employee compensation and benefits
    
    
    28,806
    
    
    
    35,155Occupancy and equipment
    
    
    14,911
    
    
    
    16,386Advertising and promotion
    
    
    2,832
    
    
    
    4,895Restructuring charges and exit activities
    
    
    1,875
    
    
    
    (115
    )Cost associated with debt redemption
    
    
    591
    
    
    
    1Provision for (recovery from) tax certificates losses
    
    
    1,486
    
    
    
    (117
    )Impairment of goodwill
    
    
    8,541
    
    
    
    Other expenses
    
    
    13,514
    
    
    
    13,564141,608
    
    
    
    153,732Real Estate Development:Cost of sales of real estate
    
    
    693
    
    
    
    88Interest expense, net of interest capitalized
    
    
    2,773
    
    
    
    2,911Selling, general and administrative expenses
    
    
    10,339
    
    
    
    12,45113,805
    
    
    
    15,450Total costs and expenses
    
    
    158,310
    
    
    
    173,269Equity in earnings from unconsolidated affiliates
    
    
    6,495
    
    
    
    1,803Impairment of other investments
    
    
    (22,797
    )
    
    
    Gain on settlement of investment in Woodbridges subsidiary
    
    
    40,369
    
    
    
    Loss from continuing operations before income taxes and noncontrolling interests
    
    
    (33,233
    )
    
    
    (52,051
    )Benefit for income taxes
    
    
    
    
    
    
    (18,953
    )Loss from continuing operations
    
    
    (33,233
    )
    
    
    (33,098
    )Discontinued operations, less income tax provision $0 in 2009 and $708 in 2008
    
    
    4,201
    
    
    
    1,019Net loss
    
    
    (29,032
    )
    
    
    (32,079
    )Net loss attributable to noncontrolling interests
    
    
    18,629
    
    
    
    26,208Net loss attributable to BFC
    
    
    (10,403
    )
    
    
    (5,871
    )5% Preferred Stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    $
    (10,591
    )
    
    
    (6,059
    )Basic and Diluted (Loss) Earnings Per Common Share (see Note 20):Loss per share from continuing operations
    
    $
    (0.26
    )
    
    
    (0.13
    )Earnings per share from discontinued operations
    
    
    0.03
    
    
    
    Net loss per common share
    
    $
    (0.23
    )
    
    
    (0.13
    )Weighted average number of common shares outstanding -
basic and diluted
    
    
    45,114
    
    
    
    45,103
 See accompanying notes to unaudited consolidated financial statements.
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##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Comprehensive Loss   Unaudited
 (In thousands)
 For the Three Months EndedMarch 31,2009
    
    
    2008Loss from continuing operations
    
    $
    (29,032
    )
    
    
    (32,079
    )Other comprehensive income (loss), net of tax:Unrealized gains (losses) on securities available for sale
    
    
    7,016
    
    
    
    (5,741
    )Benefit for income taxes
    
    
    
    
    
    
    (2,214
    )Unrealized gains (loss) on securities available for sale, net of tax
    
    
    7,016
    
    
    
    (3,527
    )Unrealized gains (losses) associated with investment in
unconsolidated affiliates
    
    
    473
    
    
    
    (427
    )Benefit for income taxes
    
    
    
    
    
    
    (165
    )Unrealized gains (losses) associated with investment in
unconsolidated affiliates, net of tax
    
    
    473
    
    
    
    (262
    )Reclassification adjustments of net realized losses (gains)
included in net loss
    
    
    (2,044
    )
    
    
    2,036Provision for income taxes
    
    
    
    
    
    
    786Net realized (losses) gains reclassified into net loss, net of tax
    
    
    (2,044
    )
    
    
    1,250Total other comprehensive income (loss), net of tax
    
    
    5,445
    
    
    
    (2,539
    )Comprehensive loss
    
    
    (23,587
    )
    
    
    (34,618
    )Comprehensive loss attributable to noncontrolling interests
    
    
    14,740
    
    
    
    28,170Total comprehensive loss attributable to BFC
    
    $
    (8,847
    )
    
    
    (6,448
    )
 See accompanying 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 Three Months Ended March 31, 2009
 (In thousands)
 AccumulatedOther
    
    
    Total
    
    
    Non-Shares of Common
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    Accu-
    
    
    Compre-
    
    
    BFC
    
    
    controllingStock Outstanding
    
    
    Common
    
    
    Common
    
    
    Paid-in
    
    
    mulated
    
    
    hensive
    
    
    Shareholders
    
    
    Interests in
    
    
    TotalClass A
    
    
    Class B
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    Equity
    
    
    Subsidiaries
    
    
    EquityBalance, December 31, 2008
    
    
    38,254
    
    
    
    6,875
    
    
    $
    382
    
    
    $
    69
    
    
    $
    123,562
    
    
    $
    (8,848
    )
    
    $
    (2,298
    )
    
    $
    112,867
    
    
    $
    262,554
    
    
    $
    375,421Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,403
    )
    
    
    
    
    
    
    (10,403
    )
    
    
    (18,629
    )
    
    
    (29,032
    )Other comprehensive income,
net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,556
    
    
    
    1,556
    
    
    
    3,889
    
    
    
    5,445Noncontrolling interests net
effect of subsidiaries capital
transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,886
    
    
    
    4,886Net effect of subsidiaries
capital
transactions attributable to
BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    391
    
    
    
    
    
    
    
    
    
    
    
    391
    
    
    
    
    
    
    
    391Cash dividends on
5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    (188
    )Share-based compensation
related to stock options
and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    229
    
    
    
    
    
    
    
    
    
    
    
    229
    
    
    
    
    
    
    
    229Balance, March 31, 2009
    
    
    38,254
    
    
    
    6,875
    
    
    $
    382
    
    
    $
    69
    
    
    $
    124,182
    
    
    $
    (19,439
    )
    
    $
    (742
    )
    
    $
    104,452
    
    
    $
    252,700
    
    
    $
    357,152
 See accompanying notes to unaudited consolidated financial statements.
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##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Cash Flows  Unaudited
 (In thousands)
 For the Three Months EndedMarch 31,2009
    
    
    2008Net cash used in operating activities
    
    $
    (5,013
    )
    
    
    (27,801
    )Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    43,528
    
    
    
    40,953Purchase of investment securities and tax certificates
    
    
    (29,491
    )
    
    
    (11,912
    )Purchase of securities available for sale
    
    
    
    
    
    
    (101,954
    )Proceeds from sales and maturities of securities available for sale
    
    
    199,731
    
    
    
    187,498Decrease in restricted cash
    
    
    12,713
    
    
    
    338Cash paid in settlement of Woodbridges subsidiary bankruptcy
    
    
    (12,430
    )
    
    
    Purchases of FHLB stock
    
    
    (2,295
    )
    
    
    (8,325
    )Redemption of FHLB stock
    
    
    8,151
    
    
    
    4,771Investments in unconsolidated subsidiaries
    
    
    (461
    )
    
    
    (198
    )Distributions from unconsolidated subsidiaries
    
    
    224
    
    
    
    1,889Net decrease (increase) in loans
    
    
    69,773
    
    
    
    (13,323
    )Proceeds from the sale of loans receivable
    
    
    
    
    
    
    10,100Adjustment to acquisition of Pizza Fusion
    
    
    3,000
    
    
    
    Improvements to real estate owned
    
    
    
    
    
    
    (11
    )Proceeds from sales of real estate owned
    
    
    602
    
    
    
    756Net additions to office properties and equipment
    
    
    (973
    )
    
    
    (4,120
    )Net cash provided by investing activities
    
    
    292,072
    
    
    
    106,462Financing activities:Net increase in deposits
    
    
    128,618
    
    
    
    42,209Prepayment of FHLB advances
    
    
    (249,591
    )
    
    
    Net proceeds from FHLB advances
    
    
    99,000
    
    
    
    80,000Decrease in securities sold under agreements to repurchase
    
    
    (13,148
    )
    
    
    (2,818
    )Decrease in federal funds purchased
    
    
    (175,373
    )
    
    
    (62,489
    )Repayment of notes and bonds payable
    
    
    (583
    )
    
    
    (16,316
    )Proceeds from notes and bonds payable
    
    
    132
    
    
    
    4,667Preferred stock dividends paid
    
    
    (188
    )
    
    
    (188
    )Proceeds from issuance of BankAtlantic Bancorp Class A common stock
    
    
    
    
    
    
    93Purchase and retirement of Woodbridge Class A common stock
    
    
    (13
    )
    
    
    BankAtlantic Bancorp cash dividends paid to non-BFC shareholders
    
    
    (198
    )
    
    
    (216
    )Net cash (used in) provided by financing activities
    
    
    (211,344
    )
    
    
    44,942Increase in cash and cash equivalents
    
    
    75,715
    
    
    
    123,603Cash and cash equivalents at the beginning of period
    
    
    278,937
    
    
    
    332,165Cash and cash equivalents at end of period
    
    $
    354,652
    
    
    
    455,768Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    29,424
    
    
    
    45,568Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to REO
    
    
    3,388
    
    
    
    Increase (decrease) in BFC accumulated
other comprehensive income, net of taxes
    
    
    1,556
    
    
    
    (577
    )Net increase in equity from the effect of subsidiaries
capital transactions to BFC
    
    
    391
    
    
    
    170
 See accompanying notes to unaudited consolidated financial statements.
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##### Table of Contents



BFC Financial Corporation
 
 Notes to Unaudited Consolidated Financial Statements
 1. Presentation of Interim Financial Statements
    PercentShares
    
    Percent of
    
    ofOwned
    
    Ownership
    
    VoteBankAtlantic BancorpClass A Common Stock
    
    
    2,389,697
    
    
    
    23.29
    %
    
    
    12.35
    %Class B Common Stock
    
    
    975,225
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,364,922
    
    
    
    29.95
    %
    
    
    59.35
    %Woodbridge Holdings CorporationClass A Common Stock
    
    
    3,735,392
    
    
    
    22.45
    %
    
    
    11.90
    %Class B Common Stock
    
    
    243,807
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,979,199
    
    
    
    23.57
    %
    
    
    58.90
    %
     8




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##### Table of Contents



Consolidated Financial Statements
    Noncontrolling Interests in Consolidated
Financial StatementsAn Amendment of ARB No. 51
 9




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##### Table of Contents



Accounting for the
Impairment or Disposal of Long-Lived Assets
  2. Liquidity
 BFC
  BankAtlantic Bancorp and BankAtlantic
   10




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##### Table of Contents



Core Communities
     11




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##### Table of Contents



3. Fair Value Measurement
  Fair Value Measurements at March 31, 2009Quoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableMarch 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    363,389
    
    
    
    
    
    
    
    363,389
    
    
    
    REMICS
    
    
    154,449
    
    
    
    
    
    
    
    154,449
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred
Stock
    
    
    16,384
    
    
    
    
    
    
    
    
    
    
    
    16,384Other equity securities
    
    
    4,044
    
    
    
    2,792
    
    
    
    
    
    
    
    1,252Total securities available for sale
at fair value
    
    $
    538,516
    
    
    
    2,792
    
    
    
    517,838
    
    
    
    17,886
   BenihanaConvertible
    
    EquityBonds
    
    Preferred Stock
    
    Securities
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    16,426
    
    
    
    1,588
    
    
    
    18,264Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Included in other comprehensive loss
    
    
    
    
    
    
    (42
    )
    
    
    (336
    )
    
    
    (378
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    16,384
    
    
    
    1,252
    
    
    
    17,886
  Fair Value Measurements at March 31, 2009 usingQuoted prices inActive Markets
    
    Significant
    
    SignificantAs of
    
    for Identical
    
    Other Observable
    
    UnobservableMarch 31,
    
    Assets
    
    Inputs
    
    Inputs
    
    TotalDescription
    
    2009
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)
    
    ImpairmentsLoans measured for
impairment using the
fair value of the collateral
    
    $
    36,208
    
    
    
    
    
    
    
    
    
    
    
    36,208
    
    
    
    9,860Impaired real estate owned
    
    
    1,590
    
    
    
    
    
    
    
    
    
    
    
    1,590
    
    
    
    211Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,541
  12




---



##### Table of Contents



Loans Measured For Impairment
  Impaired Real Estate Owned
  Impaired Goodwill
  4. Noncontrolling Interests
  March 31,
    
    
    December 31,2009
    
    
    2008BankAtlantic Bancorp
    
    $
    145,011
    
    
    
    170,888Woodbridge
    
    
    103,488
    
    
    
    91,389Other subsidiaries
    
    
    4,201
    
    
    
    277$
    252,700
    
    
    
    262,554
 13




---



##### Table of Contents



For the Three Months EndedMarch 31,2009
    
    
    2008Noncontrolling interests
- Continuing Operations:BankAtlantic Bancorp
    
    $
    32,649
    
    
    
    18,779Woodbridge
    
    
    (11,296
    )
    
    
    8,274Other subsidiaries
    
    
    219
    
    
    
    1221,572
    
    
    
    27,065Noncontrolling interests
- Discontinued Operations:BankAtlantic Bancorp
    
    $
    (2,943
    )
    
    
    (857
    )Woodbridge
    
    
    
    
    
    
    Other subsidiaries
    
    
    
    
    
    
    (2,943
    )
    
    
    (857
    )$
    18,629
    
    
    
    26,208
 5. Segment Reporting
      BFC Activities
  14




---



##### Table of Contents



BankAtlantic
  BankAtlantic Bancorp Other Operations
  Land Division
  Woodbridge Other Operations
  15




---



##### Table of Contents



BankAtlanticBancorp
    
    
    
    
    
    
    Woodbridge
    
    
    AdjustmentsBFC
    
    
    
    
    
    
    Other
    
    
    Land
    
    
    Other
    
    
    and2009
    
    Activities
    
    
    BankAtlantic
    
    
    Operations
    
    
    Division
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    1,427
    
    
    
    
    
    
    
    
    
    
    
    1,427Interest and dividend income
    
    
    258
    
    
    
    62,409
    
    
    
    209
    
    
    
    275
    
    
    
    237
    
    
    
    287
    
    
    
    63,675Other income
    
    
    909
    
    
    
    32,787
    
    
    
    342
    
    
    
    2,276
    
    
    
    677
    
    
    
    (1,083
    )
    
    
    35,908Total revenues
    
    
    1,167
    
    
    
    95,196
    
    
    
    551
    
    
    
    3,978
    
    
    
    914
    
    
    
    (796
    )
    
    
    101,010Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    693
    
    
    
    
    
    
    
    
    
    
    
    693Interest expense, net
    
    
    
    
    
    
    20,640
    
    
    
    4,230
    
    
    
    1,370
    
    
    
    1,403
    
    
    
    (95
    )
    
    
    27,548Provision for loan losses
    
    
    
    
    
    
    43,520
    
    
    
    757
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,277Other expenses
    
    
    2,958
    
    
    
    71,703
    
    
    
    1,704
    
    
    
    6,247
    
    
    
    4,507
    
    
    
    (1,327
    )
    
    
    85,792Total costs and expenses
    
    
    2,958
    
    
    
    135,863
    
    
    
    6,691
    
    
    
    8,310
    
    
    
    5,910
    
    
    
    (1,422
    )
    
    
    158,310Equity in (loss) earnings from
unconsolidated affiliates
    
    
    (71
    )
    
    
    78
    
    
    
    118
    
    
    
    
    
    
    
    6,336
    
    
    
    34
    
    
    
    6,495Impairment of other investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,797
    )
    
    
    
    
    
    
    (22,797
    )Gain on settlement of investment in
Woodbridges subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,985
    
    
    
    13,384
    
    
    
    40,369(Loss) income from continuing operations
    
    
    (1,862
    )
    
    
    (40,589
    )
    
    
    (6,022
    )
    
    
    (4,332
    )
    
    
    5,528
    
    
    
    14,044
    
    
    
    (33,233
    )Discontinued operations
    
    
    1,258
    
    
    
    
    
    
    
    4,201
    
    
    
    
    
    
    
    
    
    
    
    (1,258
    )
    
    
    4,201Net (loss) income
    
    
    (604
    )
    
    
    (40,589
    )
    
    
    (1,821
    )
    
    
    (4,332
    )
    
    
    5,528
    
    
    
    12,786
    
    
    
    (29,032
    )Net loss
(income) attributable to
noncontrolling interests
    
    
    15
    
    
    
    28,431
    
    
    
    1,276
    
    
    
    3,358
    
    
    
    (4,082
    )
    
    
    (10,369
    )
    
    
    18,629Net (loss) income attributable to BFC
    
    $
    (589
    )
    
    
    (12,158
    )
    
    
    (545
    )
    
    
    (974
    )
    
    
    1,446
    
    
    
    2,417
    
    
    
    (10,403
    )At March 31, 2009Total assets
    
    $
    39,807
    
    
    
    5,488,603
    
    
    
    506,711
    
    
    
    333,810
    
    
    
    191,503
    
    
    
    (447,980
    )
    
    
    6,112,454
 16




---



##### Table of Contents



BankAtlanticBancorp
    
    
    
    
    
    
    Woodbridge
    
    
    AdjustmentsBFC
    
    
    
    
    
    
    Other
    
    
    Land
    
    
    Other
    
    
    and2008
    
    Activities
    
    
    BankAtlantic
    
    
    Operations
    
    
    Division
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    154
    
    
    
    
    
    
    
    
    
    
    
    154Interest and dividend income
    
    
    420
    
    
    
    83,358
    
    
    
    420
    
    
    
    189
    
    
    
    1,287
    
    
    
    (72
    )
    
    
    85,602Other income
    
    
    1,689
    
    
    
    34,440
    
    
    
    (4,808
    )
    
    
    3,420
    
    
    
    314
    
    
    
    (1,396
    )
    
    
    33,6592,109
    
    
    
    117,798
    
    
    
    (4,388
    )
    
    
    3,763
    
    
    
    1,601
    
    
    
    (1,468
    )
    
    
    119,415Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    60
    
    
    
    88Interest expense, net
    
    
    
    
    
    
    35,353
    
    
    
    5794
    
    
    
    993
    
    
    
    2,673
    
    
    
    (827
    )
    
    
    43,986Provision for loan losses
    
    
    
    
    
    
    42,888
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,888Other expenses
    
    
    4,158
    
    
    
    68,626
    
    
    
    1,675
    
    
    
    5,531
    
    
    
    7,096
    
    
    
    (779
    )
    
    
    86,3074,158
    
    
    
    146,867
    
    
    
    7,469
    
    
    
    6,552
    
    
    
    9,769
    
    
    
    (1,546
    )
    
    
    173,269Equity in earnings from unconsolidated
affiliates
    
    
    2
    
    
    
    1,113
    
    
    
    162
    
    
    
    
    
    
    
    526
    
    
    
    
    
    
    
    1,803Loss from continuing operations
before income taxes
    
    
    (2,047
    )
    
    
    (27,956
    )
    
    
    (11,695
    )
    
    
    (2,789
    )
    
    
    (7,642
    )
    
    
    78
    
    
    
    (52,051
    )Benefit for income taxes
    
    
    (3,866
    )
    
    
    (10,975
    )
    
    
    (4,112
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,953
    )(Loss) income from continuing operations
    
    $
    1,819
    
    
    
    (16,981
    )
    
    
    (7,583
    )
    
    
    (2,789
    )
    
    
    (7,642
    )
    
    
    78
    
    
    
    (33,098
    )Discontinued operations, less income taxes
    
    
    1,019
    
    
    
    
    
    
    
    1,121
    
    
    
    
    
    
    
    
    
    
    
    (1,121
    )
    
    
    1,019Net (loss) income
    
    
    2,838
    
    
    
    (16,981
    )
    
    
    (6,462
    )
    
    
    (2,789
    )
    
    
    (7,642
    )
    
    
    (1,043
    )
    
    
    (32,079
    )Net loss attributable to
noncontrolling interests
    
    
    12
    
    
    
    13,603
    
    
    
    5176
    
    
    
    1,983
    
    
    
    5,434
    
    
    
    
    
    
    
    26,208Net (loss) income attributable to BFC
    
    $
    2,850
    
    
    
    (3,378
    )
    
    
    (1,286
    )
    
    
    (806
    )
    
    
    (2,208
    )
    
    
    (1,043
    )
    
    
    (5,871
    )At March 31, 2008Total assets
    
    $
    35,511
    
    
    
    6,212,300
    
    
    
    730,427
    
    
    
    328,255
    
    
    
    365,699
    
    
    
    (563,360
    )
    
    
    7,108,832
 17




---



##### Table of Contents



6. Discontinued Operations
  7. Restructuring Charges and Exit Activities
 BankAtlantic Bancorp and BankAtlantic
  EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expenses (recoveries)
    
    
    
    
    
    
    (115
    )
    
    
    (115
    )Amounts paid or amortized
    
    
    (88
    )
    
    
    (88
    )
    
    
    (176
    )Balance at March 31, 2008
    
    $
    14
    
    
    
    787
    
    
    
    801Balance at January 1, 2009
    
    
    171
    
    
    
    1,462
    
    
    
    1,633Expense incurred
    
    
    1,875
    
    
    
    
    
    
    
    1,875Amounts paid or amortized
    
    
    (138
    )
    
    
    (30
    )
    
    
    (168
    )Balance at March 31, 2009
    
    $
    1,908
    
    
    
    1,432
    
    
    
    3,340
  Woodbridge Holdings Corporation and Levitt and Sons
  Severance
    
    
    
    
    
    IndependentRelated and
    
    
    
    
    
    Contractor
    
    Surety BondBenefits
    
    Facilities
    
    Agreements
    
    Accrual
    
    TotalBalance at December 31, 2007
    
    $
    1,954
    
    
    
    1,010
    
    
    
    1,421
    
    
    
    1,826
    
    
    
    6,211Restructuring charges (credits)
    
    
    1,207
    
    
    
    
    
    
    
    (42
    )
    
    
    
    
    
    
    1,165Cash payments
    
    
    (1,527
    )
    
    
    (86
    )
    
    
    (206
    )
    
    
    (165
    )
    
    
    (1,984
    )Balance at March 31, 2008
    
    $
    1,634
    
    
    
    924
    
    
    
    1,173
    
    
    
    1,661
    
    
    
    5,392Balance at December 31, 2008
    
    $
    129
    
    
    
    704
    
    
    
    597
    
    
    
    1,144
    
    
    
    2,574Restructuring charges
    
    
    89
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    97Cash payments
    
    
    (132
    )
    
    
    (93
    )
    
    
    (206
    )
    
    
    (37
    )
    
    
    (468
    )Balance at March 31, 2009
    
    $
    86
    
    
    
    611
    
    
    
    399
    
    
    
    1,107
    
    
    
    2,203
   18




---



##### Table of Contents



Accounting for Costs Associated with Exit or Disposal Activities
   8. Securities Available for Sale
  March 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed SecuritiesMortgage-backed securities
    
    $
    350,142
    
    
    
    13,258
    
    
    
    11
    
    
    
    363,389Real estate mortgage investment conduits (1)
    
    
    150,445
    
    
    
    4,004
    
    
    
    
    
    
    
    154,449Total mortgage-backed securities
    
    
    500,587
    
    
    
    17,262
    
    
    
    11
    
    
    
    517,838Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Investment in Benihana Convertible
Preferred Stock
    
    
    16,426
    
    
    
    
    
    
    
    42
    
    
    
    16,384Equity securities
    
    
    4,290
    
    
    
    97
    
    
    
    343
    
    
    
    4,044Total investment securities
    
    
    20,966
    
    
    
    97
    
    
    
    385
    
    
    
    20,678Total
    
    $
    521,553
    
    
    
    17,359
    
    
    
    396
    
    
    
    538,516
 December 31, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    521,895
    
    
    
    11,017
    
    
    
    39
    
    
    
    532,873Real estate mortgage investment conduits (1)
    
    
    165,449
    
    
    
    1,846
    
    
    
    944
    
    
    
    166,351Total mortgage-backed securities
    
    
    687,344
    
    
    
    12,863
    
    
    
    983
    
    
    
    699,224Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Investment in Benihana Convertible
Preferred Stock
    
    
    16,426
    
    
    
    
    
    
    
    
    
    
    
    16,426Equity securities
    
    
    6,686
    
    
    
    112
    
    
    
    
    
    
    
    6,798Total investment securities
    
    
    23,362
    
    
    
    112
    
    
    
    
    
    
    
    23,474Total
    
    $
    710,706
    
    
    
    12,975
    
    
    
    983
    
    
    
    722,698
 19




---



##### Table of Contents



(1)
    
    Real estate mortgage investment conduits are pass-through entities that hold residential
loans and investors are issued ownership interests in the entities in the form of a bond.
The securities were issued by government agencies.  For the Three MonthsEnded March 31,2009
    
    
    2008Gross gains on securities sales
    
    $
    4,440
    
    
    $
    1,776Gross losses on securities sales
    
    
    
    
    
    
    (6,514
    )Proceeds from sales of securities
    
    
    162,429
    
    
    
    141,085
 BFC  Benihana Investment
  The Meaning of Other-than-Temporary
Impairment and Its Application to Certain Investments Fair Value Measurements
  Office Depot Investment
  20




---



##### Table of Contents



9. Acquisition
   Consolidation of Variable Interest Entities Business Combinations"
  21




---



##### Table of Contents



10. Loans Receivable
  March 31,
    
    
    December 31,2009
    
    
    2008Real estate loans:Residential
    
    $
    1,862,341
    
    
    
    1,916,562Builder land loans
    
    
    83,945
    
    
    
    84,453Land acquisition and development
    
    
    214,561
    
    
    
    226,484Land acquisition, development and construction
    
    
    52,090
    
    
    
    60,730Construction and development
    
    
    232,054
    
    
    
    229,856Commercial
    
    
    714,617
    
    
    
    713,571Consumer  home equity
    
    
    711,236
    
    
    
    718,950Small business
    
    
    212,011
    
    
    
    218,694Other loans:Commercial business
    
    
    145,264
    
    
    
    144,554Small business  non-mortgage
    
    
    104,163
    
    
    
    108,230Consumer loans
    
    
    14,339
    
    
    
    16,406Deposit overdrafts
    
    
    6,404
    
    
    
    9,730Total gross loans
    
    
    4,353,025
    
    
    
    4,448,220Adjustments:Premiums, discounts and net deferred fees
    
    
    2,959
    
    
    
    3,221Allowance for loan losses
    
    
    (158,397
    )
    
    
    (137,257
    )Loans receivable, net
    
    $
    4,197,587
    
    
    
    4,314,184Loans held for sale
    
    $
    6,238
    
    
    
    3,461
   March 31,
    
    
    December 31,2009
    
    
    2008Construction and development
    
    $
    88,375
    
    
    
    124,332Commercial
    
    
    31,476
    
    
    
    38,930Total undisbursed loans in process
    
    $
    119,851
    
    
    
    163,262
  For the Three Months EndedMarch 31,2009
    
    
    2008Balance, beginning of period
    
    $
    137,257
    
    
    
    94,020Loans charged-off
    
    
    (23,929
    )
    
    
    (47,247
    )Recoveries of loans previously charged-off
    
    
    792
    
    
    
    175Net (charge-offs)
    
    
    (23,137
    )
    
    
    (47,072
    )Provision for loan losses
    
    
    44,277
    
    
    
    42,888Balance, end of period
    
    $
    158,397
    
    
    
    89,836
 22




---



##### Table of Contents



March 31, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    GrossRecorded
    
    Specific
    
    Recorded
    
    SpecificInvestment
    
    Allowances
    
    Investment
    
    Allowances`Impaired loans with specific
valuation allowances
    
    $
    189,706
    
    
    
    45,487
    
    
    
    174,710
    
    
    
    41,192Impaired loans without specific
valuation allowances
    
    
    235,964
    
    
    
    
    
    
    
    138,548
    
    
    
    `Total
    
    $
    425,670
    
    
    
    45,487
    
    
    
    313,258
    
    
    
    41,192
   For the Three MonthsEndedMarch 31, 2009Contracted interest income
    
    $
    5,097Interest income recognized
    
    
    (694
    )Foregone interest income
    
    $
    4,403
 11. Real Estate Held for Development and Sale
  March 31,
    
    
    December 31,2009
    
    
    2008Land and land development costs
    
    $
    220,379
    
    
    
    221,684Construction costs
    
    
    463
    
    
    
    463Capitalized interest and other costs
    
    
    40,095
    
    
    
    38,539Land held for sale
    
    
    8,077
    
    
    
    8,077Total
    
    $
    269,014
    
    
    
    268,763
   12. Investments in Unconsolidated Affiliates
  23




---



##### Table of Contents



The Equity Method of Accounting for Investments in Common Stock"
  s
  March 31,2009Pro rata share of Bluegreens net income
    
    $
    1,082Amortization of basis difference
    
    
    5,254Total earnings from Bluegreen Corporation
    
    $
    6,336
  March 31,
    
    
    December 31,2009
    
    
    2008Pro rata share of investment in Bluegreen Corporation
    
    $
    31,707
    
    
    
    115,072Purchase accounting adjustment (from the step
acquisition)
    
    
    
    
    
    
    (4,700
    )Amortization of basis difference
    
    
    5,254
    
    
    
    13,850Less: Impairment of investment in Bluegreen
Corporation
    
    
    (20,401
    )
    
    
    (94,433
    )Investment in Bluegreen Corporation
    
    $
    16,560
    
    
    
    29,789
 24




---



##### Table of Contents



Unaudited Condensed Consolidated Balance Sheets
 March 31,
    
    
    December 31,2009
    
    
    2008Total assets
    
    $
    1,192,339
    
    
    
    1,193,507Total liabilities
    
    $
    772,873
    
    
    
    781,522Total Bluegreen shareholders equity
    
    
    388,762
    
    
    
    382,467Noncontrolling interest
    
    
    30,704
    
    
    
    29,518Total equity
    
    
    419,466
    
    
    
    411,985Total liabilities and equity
    
    $
    1,192,339
    
    
    
    1,193,507
 Unaudited Condensed Consolidated Statements of Income
 Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008Revenues and other income
    
    $
    79,024
    
    
    
    139,352Cost and other expenses
    
    
    71,989
    
    
    
    136,263Income before noncontrolling interests and
provision for income taxes
    
    
    7,035
    
    
    
    3,089Provision for income taxes
    
    
    (2,296
    )
    
    
    (855
    )Net income
    
    
    4,739
    
    
    
    2,234Net income attributable to noncontrolling interests
    
    
    (1,186
    )
    
    
    (838
    )Net income attributable to Bluegreen
    
    $
    3,553
    
    
    
    1,396
 13. Goodwill
    25




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##### Table of Contents



14. Debt and Development Bonds Payable
   March 31,
    
    
    December 31,2009
    
    
    2008
    
    
    Maturity Date2.33% Commercial development mortgage note payable (a)
    
    $
    58,262
    
    
    
    58,262
    
    
    June 20092.31% Commercial development mortgage note payable
    
    
    4,710
    
    
    
    4,724
    
    
    June 20102.66% Commercial development mortgage note payable
    
    
    9,041
    
    
    
    8,919
    
    
    July 20105.00% Land development mortgage note payable
    
    
    25,000
    
    
    
    25,000
    
    
    February 20123.93% Land acquisition mortgage note payable
    
    
    23,040
    
    
    
    23,184
    
    
    October 20196.88% Land acquisition mortgage note payable
    
    
    4,880
    
    
    
    4,928
    
    
    October 20193.32% Land acquisition mortgage note payable (b)
    
    
    86,710
    
    
    
    86,922
    
    
    June 20113.25% Borrowing base facility
    
    
    37,458
    
    
    
    37,458
    
    
    March 20115.47% Other mortgage note payable
    
    
    11,781
    
    
    
    11,831
    
    
    April 20156.00%  6.13% Development bonds
    
    
    3,282
    
    
    
    3,291
    
    
    May 20352.44%  9.15% Other borrowings
    
    
    326
    
    
    
    381
    
    
    July 2009 - June 2013Total
    
    $
    264,490
    
    
    
    264,900
 
 (a)
    
    Core has a credit agreement with a financial institution which provides for borrowings of up
to $64.3 million. This facility matures in June 2009 and has two one-year extension options.
The loan agreement requires that Core provide at least 30 days notice prior to the initial
maturity of its election to exercise the one-year option period. Throughout the extension
period, the collateral must generate a debt service coverage ratio of 1.20:1, otherwise Core
would be required to re-margin the loan. Core does not currently anticipate that it will meet
the debt service coverage ratio requirements with respect to the extension period, and Core is in discussions with its lender regarding
this credit agreement. (See Note 2.)(b)
    
    In January of 2009, Core was advised by one of its lenders that the lender had received an
external appraisal on the land that serves as collateral for a loan, which had an outstanding balance of $86.7 million at March 31, 2009. The appraised
value would suggest that a re-margining payment might be required to reduce the note payable so as to meet the minimum loan-to-value requirement. The lender is conducting its internal review
procedures, including the determination of the appraised value. As of the date of this filing,
the lenders evaluation is continuing and, accordingly, although it is likely that a
re-margining payment will be required, the amount of such payment is not currently
determinable.  26




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##### Table of Contents



Accounting for Contingencies
 Accounting for Special Assessments and Tax Increment
Financing
 15. Interest Expense
  For the Three Months Ended,March 31,2009
    
    
    2008Interest expense
    
    $
    29,182
    
    
    
    47,174Interest capitalized
    
    
    (1,634
    )
    
    
    (3,188
    )Interest expense, net
    
    $
    27,548
    
    
    
    43,986
 16. Woodbridge Incentive Compensation Program
  Share-Based Payment
 27




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##### Table of Contents



17. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk
  March 31,
    
    December 31,2009
    
    2008BFC ActivitiesGuaranty agreements
    
    $
    38,000
    
    
    
    38,000Financial ServicesCommitments to sell fixed rate residential loans
    
    
    43,184
    
    
    
    25,304Commitments to originate loans held for sale
    
    
    36,945
    
    
    
    21,843Commitments to originate loans held to maturity
    
    
    39,571
    
    
    
    16,553Commitments to extend credit, including the undisbursed
portion of loans in process
    
    
    499,913
    
    
    
    597,739Standby letters of credit
    
    
    19,717
    
    
    
    20,558Commercial lines of credit
    
    
    51,266
    
    
    
    66,954Real Estate DevelopmentContinued Agreement of Indemnity- surety bonds
    
    
    19,800
    
    
    
    19,900
 BFC Activities
      Financial Services
  28




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##### Table of Contents



Real Estate Development
   Accounting for Uncertainty in Income Taxes  an interpretation of FASB No.
109
 18. Redeemable 5% Cumulative Preferred Stock
  29




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##### Table of Contents



Accounting Series Release
No. 268
  19. Certain Relationships and Related Party Transactions
   BankAtlantic(In thousands)
    
    
    
    
    
    BFC
    
    Bancorp
    
    Woodbridge
    
    BluegreenFor the three months ended March 31, 2009Shared service income (expense)
    
    
    (a
    )
    
    $
    861
    
    
    
    (448
    )
    
    
    (276
    )
    
    
    (137
    )Facilities cost
    
    
    (a
    )
    
    $
    (57
    )
    
    
    78
    
    
    
    (38
    )
    
    
    17Interest income (expense) from
cash balance/securities sold under
agreements to repurchase
    
    
    (b
    )
    
    $
    
    
    
    
    (19
    )
    
    
    19
    
    
    
    For the three months ended March 31, 2008Shared service income (expense)
    
    
    (a
    )
    
    $
    498
    
    
    
    (264
    )
    
    
    (146
    )
    
    
    (88
    )Facilities cost
    
    
    (a
    )
    
    $
    (63
    )
    
    
    50
    
    
    
    
    
    
    
    13Interest income (expense)
    
    
    (b
    )
    
    $
    5
    
    
    
    (26
    )
    
    
    21
    
    
    
    At March 31, 2009Cash and cash equivalents and
(securities sold under agreements
to repurchase)
    
    
    (b
    )
    
    $
    301
    
    
    
    (7,406
    )
    
    
    7,105
    
    
    
    Shared service receivable (payable)
    
    
    (a
    )
    
    $
    501
    
    
    
    (288
    )
    
    
    (90
    )
    
    
    (123
    )At December 31, 2008Cash and cash equivalents and
(securities sold under agreements
to repurchase)
    
    
    (b
    )
    
    $
    263
    
    
    
    (4,696
    )
    
    
    4,433
    
    
    
    Shared service receivable (payable)
    
    
    (a
    )
    
    $
    398
    
    
    
    (175
    )
    
    
    (115
    )
    
    
    (108
    )
 
 (a)
    
    Pursuant to the terms of shared service agreements between BFC,
BankAtlantic Bancorp and Woodbridge, subsidiaries of BFC provide
shared service operations in the areas of human resources, risk
management, investor relations, executive office administration and
other services to BankAtlantic Bancorp and Woodbridge. Additionally,
BFC 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, BFC pays BankAtlantic Bancorp and Bluegreen for office
facilities costs relating to BFC and its shared service operations. 30




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##### Table of Contents



In May 2008, BFC and BFC Shared Service Corporation (BFC Shared
Service), a wholly-owned subsidiary of BFC, entered into office lease
agreements with BankAtlantic under which BFC and BFC Shared Service
agreed to pay BankAtlantic an annual rent of approximately $294,000
for office space in BankAtlantics corporate headquarters. In May
2008, BFC also entered into an office sub-lease agreement with
Woodbridge for office space in BankAtlantics corporate headquarters
pursuant to which Woodbridge agreed to pay BFC an annual rent of
approximately $152,000.(b)
    
    BFC and Woodbridge entered into securities sold under agreements to
repurchase transactions with BankAtlantic in the aggregate of
approximately $7.4 million and $4.7 million at March 31, 2009 and
December 31, 2008, respectively. Interest recognized in connection
with these transactions was approximately $19,000 and $26,000 for the
three months ended March 31, 2009 and 2008, respectively. These
transactions have similar terms as BankAtlantics agreements with
unaffiliated parties. As of March 31, 2009, BankAtlantic facilitated
the placement of $49.9 million of certificates of deposits insured by
the Federal Deposit Insurance Corporation (the FDIC) with other
insured depository institutions on Woodbridges behalf through the
Certificate of Deposit Account Registry Service (CDARS) program. 
The CDARS program 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.     BankAtlantic BancorpClass A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    53,789
    
    
    $
    48.46Options non-vested
    
    
    13,610
    
    
    $
    92.85
    31




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##### Table of Contents



20. Loss Per Common Share
   For the Three Months EndedMarch 31,2009
    
    
    2008(In thousands, except per share data)Basic (loss) earnings per common share:Numerator:Loss from continuing operations
    
    $
    (33,233
    )
    
    
    (33,098
    )Noncontrolling interests  continuing operations
    
    
    21,572
    
    
    
    27,065Loss attributable to BFC
    
    
    (11,661
    )
    
    
    (6,033
    )Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )Loss allocable to common stock
    
    
    (11,849
    )
    
    
    (6,221
    )Discontinued operations, net of taxes
    
    
    4,201
    
    
    
    1,019Noncontrolling interests  discontinued operations
    
    
    (2,943
    )
    
    
    (857
    )Discontinued operations, net of taxes attributable to BFC
    
    
    1,258
    
    
    
    162Net loss allocable to common shareholders
    
    $
    (10,591
    )
    
    
    (6,059
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    45,114
    
    
    
    45,103Basic (loss) earnings per common shareLoss per share from continuing operations
    
    $
    (0.26
    )
    
    
    (0.13
    )Earnings per share from discontinued operations
    
    
    0.03
    
    
    
    Basic loss per common share
    
    $
    (0.23
    )
    
    
    (0.13
    )Diluted (loss) earnings per common share:Loss allocable to common stock
    
    $
    (11,849
    )
    
    
    (6,221
    )Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    Loss allocable to common stock after assumed dilution
    
    $
    (11,849
    )
    
    
    (6,221
    )Discontinued operations, net of taxes attributable to BFC
    
    $
    1,258
    
    
    
    162Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    $
    1,258
    
    
    
    162Net loss allocable to common shareholders
    
    $
    (10,591
    )
    
    
    (6,059
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    45,114
    
    
    
    45,103Effect of dilutive stock options and unvested restricted stock
    
    
    
    
    
    
    Diluted weighted average number of common shares outstanding
    
    
    45,114
    
    
    
    45,103Diluted (loss) earnings per common share:Loss per share from continuing operations
    
    $
    (0.26
    )
    
    
    (0.13
    )Earnings per share from discontinued operations
    
    
    0.03
    
    
    
    Diluted loss per common share
    
    $
    (0.23
    )
    
    
    (0.13
    )
  32




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21. Parent Company Financial Information
   
 March 31,
    
    
    December 31,2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    7,554
    
    
    
    9,218Investment securities
    
    
    16,458
    
    
    
    16,523Investment in venture partnerships
    
    
    342
    
    
    
    361Investment in BankAtlantic Bancorp, Inc.
    
    
    55,854
    
    
    
    66,326Investment in Woodbridge Holdings Corporation
    
    
    39,417
    
    
    
    35,575Investment in and advances to wholly owned subsidiaries
    
    
    2,237
    
    
    
    2,323Other assets
    
    
    911
    
    
    
    835Total assets
    
    $
    122,773
    
    
    
    131,161Liabilities and Shareholders EquityAdvances from and negative basis in wholly owned subsidiaries
    
    $
    791
    
    
    
    789Other liabilities
    
    
    6,501
    
    
    
    6,476Total liabilities
    
    
    7,292
    
    
    
    7,265Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    104,452
    
    
    
    112,867Total liabilities and shareholders equity
    
    $
    122,773
    
    
    
    131,161
 
 For the Three Months EndedMarch, 312009
    
    
    2008Revenues
    
    $
    283
    
    
    
    522Expenses
    
    
    2,023
    
    
    
    2,644(Loss) before earnings (loss) from subsidiaries
    
    
    (1,740
    )
    
    
    (2,122
    )Equity from loss in BankAtlantic Bancorp
    
    
    (13,359
    )
    
    
    (5,785
    )Equity from earnings (loss) in Woodbridge
    
    
    3,545
    
    
    
    (2,078
    )Equity from earnings (loss) in other subsidiaries
    
    
    (107
    )
    
    
    86Loss from continuing operations before income taxes attributable to BFC
    
    
    (11,661
    )
    
    
    (9,899
    )Benefit for income taxes
    
    
    
    
    
    
    (3,866
    )Loss from continuing operations, net of taxes attributable to BFC
    
    
    (11,661
    )
    
    
    (6,033
    )Discontinued operations, net of taxes
    
    
    1,258
    
    
    
    162Net loss attributable to BFC
    
    
    (10,403
    )
    
    
    (5,871
    )5% Preferred Stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    $
    (10,591
    )
    
    
    (6,059
    )
 33




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##### Table of Contents



For the Three MonthsEnded March 31,2009
    
    
    2008Operating Activities:Net cash used in operating activities
    
    $
    (1,560
    )
    
    
    (2,825
    )Investing Activities:Distribution from partnership
    
    
    84
    
    
    
    Net cash provided by in investing activities
    
    
    84
    
    
    
    Financing Activities:5% Preferred Stock dividends paid
    
    
    (188
    )
    
    
    (188
    )Net cash used in financing activities
    
    
    (188
    )
    
    
    (188
    )Decrease in cash and cash equivalents
    
    
    (1,664
    )
    
    
    (3,013
    )Cash at beginning of period
    
    
    9,218
    
    
    
    17,999Cash at end of period
    
    $
    7,554
    
    
    
    14,986Supplementary disclosure of non-cash investing and financing
activitiesNet increase in shareholders equity from the effect of subsidiaries
capital transactions, net of income taxes
    
    $
    391
    
    
    
    170Increase (decrease) in accumulated other comprehensive income, net
of taxes
    
    
    1,556
    
    
    
    (577
    )
  22. New Accounting Pronouncements
 Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly
 Recognition
and Presentation of Other-Than-Temporary Impairments
 Interim Disclosures about Fair
Value of Financial Instruments
 34




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##### Table of Contents



23. Litigation
 Class Action Lawsuit
  Surety Bond Claim
  General litigation
  24. Bankruptcy of Levitt and Sons
   35




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36




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
 Overview
        PercentShares
    
    Percent of
    
    ofOwned
    
    Ownership
    
    VoteBankAtlantic BancorpClass A Common Stock
    
    
    2,389,697
    
    
    
    23.29
    %
    
    
    12.35
    %Class B Common Stock
    
    
    975,225
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,364,922
    
    
    
    29.95
    %
    
    
    59.35
    %Woodbridge Holdings CorporationClass A Common Stock
    
    
    3,735,392
    
    
    
    22.45
    %
    
    
    11.90
    %Class B Common Stock
    
    
    243,807
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,979,199
    
    
    
    23.57
    %
    
    
    58.90
    %
 37




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##### Table of Contents



Forward Looking Statements
   
    
    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 Companys ability to meet its operating needs and provide for its ongoing operating
requirements through its cash and cash equivalents; and the Companys ability to obtain additional funds on attractive terms, if at all, if
additional funds are required;
    
    the performance of entities in which the Company has made investments may not be as
anticipated;
    
    BFC is dependent upon dividends from its subsidiaries to fund its operations, and
BankAtlantic Bancorp and Woodbridge are not currently paying dividends and may not pay
dividends in the future, and even if paid, BFC has historically experienced and may continue
to experience negative cash flow;
    
    BFC may need to issue debt or equity securities to fund its operations, and any such
securities may not be issued on favorable terms, if at all;
    
    BFC will be subject to the unique business and industry risks and characteristics of
each entity in which an investment is made; and
    
    BFC shareholders interests may be diluted if additional shares of BFC common stock are
issued and its interests in its subsidiaries may be diluted if its subsidiaries issue additional shares of common stock.
  
    
    the impact of economic, competitive and other factors affecting BankAtlantic Bancorp and
its operations, markets, products and services, including the impact of a continued or
deepening recession and increased unemployment on its business generally, its capital
ratios, as well as the ability of its borrowers to service their obligations and its
customers to maintain account balances;
    
    credit risks and loan losses, and the related sufficiency of the allowance for loan
losses, including the impact on the credit quality of BankAtlantic loans (including those
held in the asset workout subsidiary of BankAtlantic Bancorp) of a sustained downturn in
the economy and in the real estate market and other changes in the real estate markets in
BankAtlantics trade area, and where BankAtlantics collateral is located;
    
    the quality of BankAtlantics 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 Commercial business loans; and conditions specifically in
those market sectors;
    
    the risks of additional charge-offs, impairments and required increases in
BankAtlantics allowance for loan losses;
 38




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##### Table of Contents




    
    changes in interest rates and the effects of, and changes in, trade, monetary and fiscal
policies and laws including their impact on BankAtlantics net interest margin;
    
    adverse conditions in the stock market, the public debt market and other financial and
credit markets and the impact of such conditions on BankAtlantic Bancorps activities, the
value of its assets and on the ability of borrowers to service their debt obligations;
    
    BankAtlantics seven-day banking initiatives and other initiatives not resulting in
continued growth of core deposits or increasing average balances of new deposit accounts or
producing results which do not justify their costs;
    
    the success of BankAtlantic Bancorps expense reduction initiatives and the ability to
achieve additional cost savings;
    
    changes in laws and regulation including increased regulatory costs; and
    
    the impact of periodic valuation testing of goodwill, deferred tax assets and other
assets;
  
    
    the impact of economic, competitive and other factors affecting Woodbridge and its
operations;
    
    the market for real estate in the areas where Woodbridge has developments, including
the impact of market conditions on Woodbridges margins and the fair value of its real
estate inventory;
    
    the risk that the value of the property held by Core Communities and Carolina Oak may
decline, including as a result of the current downturn in the residential and commercial
real estate and homebuilding industries;
    
    the impact of the factors negatively impacting the homebuilding and residential real
estate industries on the market and values of commercial property;
    
    the risk that the downturn in the credit markets may adversely affect Cores commercial
leasing projects, including the ability of current and potential tenants to secure
financing which may, in turn, negatively impact long-term rental and occupancy;
    
    the risks relating to Cores dependence on certain key tenants in its commercial leasing
projects, including the risk that current adverse conditions and the economy in general
and/or adverse developments in the businesses of these tenants could have a negative impact
on Cores financial condition;
    
    the risk that the development of parcels and master-planned communities will not be
completed as anticipated;
    
    the continued declines in the estimated fair value of Woodbridges real estate
inventory and the potential for write-downs or impairment charges;
    
    the effects of increases in interest rates and availability of credit to buyers
of Woodbridges inventory;
    
    the impact of the problems in financial and credit markets on the ability of buyers of
Woodbridges inventory to obtain financing on acceptable terms, if at all, and the risk
that Woodbridge will be unable to obtain financing and to renew existing credit facilities
on acceptable terms, if at all;
    
    the risks relating to Cores liquidity, cash position and ability to satisfy required
payments under its debt facilities, including the risk that Woodbridge may not provide
funding to Core;
    
    the risk that Woodbridge may be required to make accelerated principal payments on its
debt obligations due to re-margining or curtailment payment requirements, which may
negatively impact its financial condition and results of operations;
    
    Woodbridges ability to access additional capital on acceptable terms, if at all;
    
    risks associated with the securities owned by Woodbridge, including the risk that
Woodbridge may record further impairment charges with respect to such securities in the
event trading prices continue to decline;
    
    the risks associated with the businesses in which Woodbridge holds investments;
    
    risks associated with Woodbridges business strategy, including Woodbridges ability to
successfully make investments notwithstanding adverse conditions in the economy and the
credit markets;
    
    Woodbridges success in pursuing strategic alternatives that could enhance liquidity;
    
    the impact on the price and liquidity of Woodbridges Class A Common Stock and on
Woodbridges ability to obtain additional capital in the event Woodbridge chooses to
de-register its securities; and
    
    Woodbridges success at managing the risks involved in the foregoing.
  39




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##### Table of Contents



Critical Accounting Policies
  Summary of Consolidated Results of Operations by Segment
  For the Three Months EndedMarch 31,2009
    
    
    2008BFC Activities
    
    $
    (1,862
    )
    
    $
    1,819Financial Services
    
    
    (46,008
    )
    
    
    (24,564
    )Real Estate Development
    
    
    14,637
    
    
    
    (10,353
    )Loss from continuing operations
    
    
    (33,233
    )
    
    
    (33,098
    )Discontinued operations, less income taxes
    
    
    4,201
    
    
    
    1,019Net loss
    
    
    (29,032
    )
    
    
    (32,079
    )Net loss attributable to noncontrolling interests
    
    
    18,629
    
    
    
    26,208Net loss attributable to BFC
    
    
    (10,403
    )
    
    
    (5,871
    )5% Preferred Stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common shareholders
    
    $
    (10,591
    )
    
    $
    (6,059
    )
    40




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##### Table of Contents

x

Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    an increase in cash and cash equivalents of approximately $75.7 million primarily
reflecting $119.7 million of higher cash balances at depository institutions associated
with daily cash management activities at BankAtlantic. The increase in cash and cash
equivalents was offset in part by (i) a net decrease in cash and cash equivalents of $1.8
million at BFC, which resulted primarily from cash used in operations of approximately
$1.6 million and cash used in financing activities of $188,000 associated with BFCs 5%
Preferred Stock dividend payment and (ii) Woodbridges net decrease in cash and cash
equivalents of $30.7 million, primarily related to cash used in operations and investments
in timed deposits of approximately $25.0 million;
    
    a decrease in Woodbridges restricted cash associated with the settlement payment made
in connection with the bankruptcy of Levitt and Sons;
    
    a decrease in securities available for sale reflecting BankAtlantics sale of $149.1
million of its mortgage-backed securities;
    
    a decrease in BankAtlantics tax certificate balances primarily due to redemptions and
decreased tax certificate acquisitions compared to prior periods;
    
    a decline in BankAtlantics FHLB stock related to lower FHLB advance borrowings;
    
    a decrease in BankAtlantics loan receivable balances associated with repayments of
residential loans in the normal course of business combined with a significant decline in
loan originations and purchases;
    
    a decrease in BankAtlantics accrued interest receivable primarily resulting from
lower loan balances and a significant decline in interest rates;
    
    an increase in BankAtlantics real estate owned associated with residential loan
foreclosures;
    
    a net decrease in investment in unconsolidated subsidiaries primarily due to a decrease
in Woodbridges investment in Bluegreen of $13.2 million mainly related to an
other-than-temporary impairment charge recorded in the quarter ended March 31, 2009,
offset in part by an increase in Woodbridges equity in earnings from Bluegreen; and
    
    a decrease in BankAtlantics goodwill associated with an $8.5 million impairment
charge to goodwill, net of purchase accounting adjustment in the amount of $0.6 million,
recorded during the quarter ended March 31, 2009.
  
    
    increased interest bearing deposit account balances at BankAtlantic associated with
promotions of higher-yielding interest-bearing checking accounts and increases in
certificates of deposits;
    
    higher non-interest-bearing deposit balances at BankAtlantic primarily due to
increased customer balances in checking accounts;
    
    lower FHLB advances and short-term borrowings at BankAtlantic due to repayments using
proceeds from the sale of securities and loan repayments and an increase in deposit
account balances;
    
    increase in BankAtlantic Bancorps junior subordinated debentures due to interest
deferments; and
    
    a decrease of $52.9 million associated with Woodbridges reversal into income of the
loss in excess of investment in Levitt and Sons as a result of the Bankruptcy Courts approval of the Levitt
and Sons bankruptcy plan.
 NEW ACCOUNTING PRONOUNCEMENTS.
  41




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##### Table of Contents



BFC Activities
 BFC Activities
     For the Three Months Ended
    
    
    ChangeMarch 31,
    
    
    2009 vs.2009
    
    
    2008
    
    
    2008RevenuesInterest and dividend income
    
    $
    258
    
    
    $
    420
    
    
    $
    (162
    )Other income, net
    
    
    909
    
    
    
    1,689
    
    
    
    (780
    )1,167
    
    
    
    2,109
    
    
    
    (942
    )Cost and ExpensesEmployee compensation and benefits
    
    
    2,196
    
    
    
    3,160
    
    
    
    (964
    )Other expenses
    
    
    762
    
    
    
    998
    
    
    
    (236
    )2,958
    
    
    
    4,158
    
    
    
    (1,200
    )Equity (loss) earnings from
unconsolidated subsidiaries
    
    
    (71
    )
    
    
    2
    
    
    
    (73
    )Loss before income taxes
    
    
    (1,862
    )
    
    
    (2,047
    )
    
    
    185Benefit for income taxes
    
    
    
    
    
    
    (3,866
    )
    
    
    3,866Net (loss) income from continuing
operations
    
    
    (1,862
    )
    
    
    1,819
    
    
    
    4,051
     42




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##### Table of Contents



BFC Activities
    Purchase Accounting
  Liquidity and Capital Resources of BFC
  For the Three Months EndedMarch 31,2009
    
    
    2008Net cash provided by (used in):Operating activities
    
    $
    (1,649
    )
    
    
    (3,264
    )Investing activities
    
    
    84
    
    
    
    139Financing activities
    
    
    (194
    )
    
    
    (193
    )Decrease in cash and cash equivalents
    
    
    (1,759
    )
    
    
    (3,318
    )Cash and cash equivalents at beginning of period
    
    
    9,719
    
    
    
    18,898Cash and cash equivalents at end of period
    
    $
    7,960
    
    
    
    15,580
   
    
    Revenues from shared services activities for affiliated companies;
    
    Dividends from Benihana;
    
    Venture partnership distributions;
    
    Revenues from BFC/CCC in 2008; and
    
    Dividends from BankAtlantic Bancorp until January 2009.
  
    
    Pay dividends on BFCs outstanding 5% Preferred Stock; and
    
    Fund BFCs operating and general and administrative expenses, including shared services
costs.
 43




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BFC Activities
       44




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##### Table of Contents



BFC Activities
       45




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 Financial Services
 Our Financial Services activities of BFC are comprised of the operations of BankAtlantic
Bancorp and its subsidiaries. BankAtlantic Bancorp 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 three months ended March 31, 2009 filed with the
Securities and Exchange Commission. Accordingly, references to the Company, we, us or our
in the following discussion under the caption Financial Services are references to BankAtlantic
Bancorp and its subsidiaries, and are not references to BFC Financial Corporation.
   Critical Accounting Policies
  46




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Consolidated Results of Operations
  For the Three Months Ended March 31,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (40,589
    )
    
    
    (16,981
    )
    
    
    (23,608
    )Parent Company
    
    
    (6,022
    )
    
    
    (7,583
    )
    
    
    1,561Net loss
    
    $
    (46,611
    )
    
    
    (24,564
    )
    
    
    (22,047
    )
 For the Three Months Ended March 31, 2009 Compared to the Same 2008 Period:
   47




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   BankAtlantic Results of Operations
 Net interest income
 Bank Operations Business SegmentAverage Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedMarch 31, 2009
    
    
    March 31, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,355,818
    
    
    
    49,607
    
    
    
    4.56
    
    
    $
    4,637,747
    
    
    
    68,136
    
    
    
    5.88Investments
    
    
    935,936
    
    
    
    12,803
    
    
    
    5.47
    
    
    
    1,031,714
    
    
    
    15,222
    
    
    
    5.90Total interest earning assets
    
    
    5,291,754
    
    
    
    62,410
    
    
    
    4.72
    %
    
    
    5,669,461
    
    
    
    83,358
    
    
    
    5.88
    %Goodwill and core deposit intangibles
    
    
    25,971
    
    
    
    
    
    
    
    
    
    
    
    75,718Other non-interest earning assets
    
    
    356,514
    
    
    
    
    
    
    
    
    
    
    
    416,496Total Assets
    
    $
    5,674,239
    
    
    
    
    
    
    
    
    
    
    $
    6,161,675Deposits:Savings
    
    $
    441,278
    
    
    
    500
    
    
    
    0.46
    %
    
    $
    566,448
    
    
    
    2,018
    
    
    
    1.43
    %NOW
    
    
    1,047,116
    
    
    
    1,413
    
    
    
    0.55
    
    
    
    926,381
    
    
    
    2,683
    
    
    
    1.16Money market
    
    
    421,883
    
    
    
    773
    
    
    
    0.74
    
    
    
    609,062
    
    
    
    3,158
    
    
    
    2.09Certificates of deposit
    
    
    1,300,056
    
    
    
    10,301
    
    
    
    3.21
    
    
    
    992,078
    
    
    
    10,734
    
    
    
    4.35Total interest bearing deposits
    
    
    3,210,333
    
    
    
    12,987
    
    
    
    1.64
    
    
    
    3,093,969
    
    
    
    18,593
    
    
    
    2.42Short-term borrowed funds
    
    
    278,209
    
    
    
    182
    
    
    
    0.27
    
    
    
    168,742
    
    
    
    1,325
    
    
    
    3.16Advances from FHLB
    
    
    903,077
    
    
    
    7,164
    
    
    
    3.22
    
    
    
    1,423,746
    
    
    
    14,946
    
    
    
    4.22Long-term debt
    
    
    22,820
    
    
    
    308
    
    
    
    5.47
    
    
    
    26,456
    
    
    
    489
    
    
    
    7.43Total interest bearing liabilities
    
    
    4,414,439
    
    
    
    20,641
    
    
    
    1.90
    
    
    
    4,712,913
    
    
    
    35,353
    
    
    
    3.02Demand deposits
    
    
    775,977
    
    
    
    
    
    
    
    
    
    
    
    854,761Non-interest bearing other liabilities
    
    
    61,523
    
    
    
    
    
    
    
    
    
    
    
    48,823Total Liabilities
    
    
    5,251,939
    
    
    
    
    
    
    
    
    
    
    
    5,616,497Stockholders equity
    
    
    422,300
    
    
    
    
    
    
    
    
    
    
    
    545,178Total liabilities and stockholders
equity
    
    $
    5,674,239
    
    
    
    
    
    
    
    
    
    
    $
    6,161,675Net interest income/
net interest spread
    
    
    
    
    
    
    41,769
    
    
    
    2.82
    %
    
    
    
    
    
    
    48,005
    
    
    
    2.86
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.72
    %
    
    
    
    
    
    
    
    
    
    
    5.88
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.58
    
    
    
    
    
    
    
    
    
    
    
    2.51Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.14
    %
    
    
    
    
    
    
    
    
    
    
    3.37
    %
 For the Three Months Ended March 31, 2009 Compared to the Same 2008 Period:
    48




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   Asset Quality
  March 31,
    
    
    December 31,2009
    
    
    2008NONPERFORMING ASSETSNonaccrual:Tax certificates
    
    $
    1,298
    
    
    
    1,441Loans (3)
    
    
    271,444
    
    
    
    208,088Total nonaccrual
    
    
    272,742
    
    
    
    209,529Repossessed assets:Real estate owned
    
    
    21,763
    
    
    
    19,045Total nonperforming assets, net
    
    $
    294,505
    
    
    
    228,574AllowancesAllowance for loan losses
    
    $
    146,639
    
    
    
    125,572Allowance for tax certificate losses
    
    
    7,036
    
    
    
    6,064Total allowances
    
    $
    153,675
    
    
    
    131,636POTENTIAL PROBLEM LOANSContractually past due 90 days or more (1)
    
    $
    3,030
    
    
    
    15,721Performing impaired loans (2)
    
    
    34,398
    
    
    
    Troubled debt restructured loans
    
    
    43,187
    
    
    
    25,843TOTAL POTENTIAL PROBLEM LOANS
    
    $
    80,615
    
    
    
    41,564
 
 (1)
    
    The majority of these loans have matured and the
borrowers continue to make payments under the matured agreements.(2)
    
    BankAtlantic believes that it will ultimately collect
all of the principal and interest associated with these loans; however, the
timing of the payments may not be in accordance with the contractual terms
of the loan agreement.(3)
    
    Includes $4.7 million of troubled debt restructured
loans. 49




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  For the Three MonthsEnded March 31,2009
    
    
    2008Balance, beginning of period
    
    $
    125,572
    
    
    
    94,020Charge-offsResidential
    
    
    (4,588
    )
    
    
    (624
    )Commercial
    
    
    (5,565
    )
    
    
    (40,591
    )Consumer
    
    
    (10,321
    )
    
    
    (4,836
    )Small business
    
    
    (2,771
    )
    
    
    (1,196
    )Total Charge-offs
    
    
    (23,245
    )
    
    
    (47,247
    )Recoveries of loans previously charged-off
    
    
    792
    
    
    
    175Net (charge-offs)
    
    
    (22,453
    )
    
    
    (47,072
    )Transfer of specific reserves to Parent Company
    
    
    
    
    
    
    (6,440
    )Provision for loan losses
    
    
    43,520
    
    
    
    42,888Balance, end of period
    
    $
    146,639
    
    
    
    83,396
     50




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantics Non-Interest Income
 For the Three MonthsEnded March 31,(in thousands)
    
    2009
    
    2008
    
    ChangeService charges on deposits
    
    $
    18,685
    
    
    
    24,014
    
    
    
    (5,329
    )Other service charges and fees
    
    
    7,025
    
    
    
    7,433
    
    
    
    (408
    )Securities activities, net
    
    
    4,320
    
    
    
    341
    
    
    
    3,979Income from unconsolidated subsidiaries
    
    
    78
    
    
    
    1,113
    
    
    
    (1,035
    )Other
    
    
    2,757
    
    
    
    2,652
    
    
    
    105Non-interest income
    
    $
    32,865
    
    
    
    35,553
    
    
    
    (2,688
    )
       51




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantics Non-Interest Expense
 For the Three MonthsEnded March 31,(in thousands)
    
    2009
    
    2008
    
    ChangeEmployee compensation and benefits
    
    $
    28,078
    
    
    
    34,243
    
    
    
    (6,165
    )Occupancy and equipment
    
    
    14,910
    
    
    
    16,383
    
    
    
    (1,473
    )Advertising and business promotion
    
    
    2,781
    
    
    
    4,861
    
    
    
    (2,080
    )Check losses
    
    
    844
    
    
    
    2,718
    
    
    
    (1,874
    )Professional fees
    
    
    2,944
    
    
    
    2,260
    
    
    
    684Supplies and postage
    
    
    1,000
    
    
    
    1,003
    
    
    
    (3
    )Telecommunication
    
    
    694
    
    
    
    1,496
    
    
    
    (802
    )Cost associated with debt redemption
    
    
    591
    
    
    
    1
    
    
    
    590Restructuring charges and exit activities
    
    
    1,874
    
    
    
    (115
    )
    
    
    1,989Provision for tax certificates
    
    
    1,486
    
    
    
    (117
    )
    
    
    1,603Impairment of goodwill
    
    
    9,124
    
    
    
    
    
    
    
    9,124Other
    
    
    7,377
    
    
    
    5,893
    
    
    
    1,484Total non-interest expense
    
    $
    71,703
    
    
    
    68,626
    
    
    
    3,077
         52




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
    Parent Company Results of Operations
 For the Three MonthsEnded March 31,(in thousands)
    
    2009
    
    
    2008
    
    
    ChangeNet interest (expense)
    
    $
    (4,021
    )
    
    
    (5,374
    )
    
    
    1,353Provision for loan losses
    
    
    (757
    )
    
    
    
    
    
    
    (757
    )Net interest (expense) after provision
for loan losses
    
    
    (4,778
    )
    
    
    (5,374
    )
    
    
    596Non-interest income (expense)
    
    
    460
    
    
    
    (4,646
    )
    
    
    5,106Non-interest expense
    
    
    1,704
    
    
    
    1,675
    
    
    
    29(Loss) before income taxes
    
    
    (6,022
    )
    
    
    (11,695
    )
    
    
    5,673Income tax benefit
    
    
    
    
    
    
    (4,112
    )
    
    
    4,112Parent company (loss)
    
    $
    (6,022
    )
    
    
    (7,583
    )
    
    
    1,561
   53




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   March 31,
    
    
    December 31,2009
    
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    22,019
    
    
    
    22,019Land acquisition and development
    
    
    16,660
    
    
    
    16,759Land acquisition, development and
construction
    
    
    25,726
    
    
    
    29,163Total commercial residential real estate
    
    
    64,405
    
    
    
    67,941Commercial non-residential real estate
    
    
    9,916
    
    
    
    11,386Total non-accrual loans
    
    
    74,321
    
    
    
    79,327Allowance for loan losses  specific reserves
    
    
    (11,758
    )
    
    
    (11,685
    )Non-accrual loans, net
    
    
    62,563
    
    
    
    67,642Performing commercial non-residential loans
    
    
    2,259
    
    
    
    2,259Loans receivable net
    
    $
    64,822
    
    
    
    69,901
   For the Three Months EndedMarch 31,2009
    
    
    2008Balance, beginning of period
    
    $
    11,685
    
    
    
    Loans charged-off
    
    
    (684
    )
    
    
    Recoveries of loans previously charged-off
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (684
    )
    
    
    Reserves transferred from BankAtlantic
    
    
    
    
    
    
    6,440Provision for loan losses
    
    
    757
    
    
    
    Balance, end of period
    
    $
    11,758
    
    
    
    6,440
 BankAtlantic Bancorp, Inc. Consolidated Financial Condition
   
    
    Increase in cash and cash equivalents primarily reflecting $119.7 million of higher
cash balances at depository institutions associated with daily cash management
activities;
 54




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 
    
    Decrease in securities available for sale reflecting the sale of $149.1 million of
mortgage-backed securities;
    
    Decrease in tax certificate balances primarily due to redemptions and decreased tax
certificate acquisitions compared to prior periods;
    
    Decline in FHLB stock related to lower FHLB advance borrowings;
    
    Decrease in loan receivable balances associated with repayments of residential loans
in the normal course of business combined with a significant decline in loan originations
and purchases;
    
    Decrease in accrued interest receivable primarily resulting from lower loan balances
and a significant decline in interest rates;
    
    Increase in real estate owned associated with residential loan foreclosures; and
    
    Decrease in goodwill associated with the impairment of $9.1 million of goodwill.
  
    
    Increased interest bearing deposit account balances associated with promotions of
higher-yielding interest-bearing checking accounts and increases in certificates of
deposits;
    
    Higher non-interest-bearing deposit balances primarily due to increased customer
balances in checking accounts;
    
    Lower FHLB advances and short term borrowings due to repayments using proceeds from
the sales of securities and loan repayments and increases in deposit account balances;
and
    
    Increase in junior subordinated debentures due to interest deferments.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
   55




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       As of March 31, 2009Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    Estimated(in thousands)
    
    Value
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    
    $
    19,860
    
    
    
    
    
    
    
    
    
    
    
    19,860Securities available for sale
    
    
    1,253
    
    
    
    
    
    
    
    
    
    
    
    1,253Private investment securities
    
    
    2,036
    
    
    
    339
    
    
    
    
    
    
    
    2,375Total
    
    $
    23,149
    
    
    
    339
    
    
    
    
    
    
    
    23,488
  BankAtlantic Liquidity and Capital Resources
  56




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Financial Services
(BankAtlantic Bancorp)
       57




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt March 31, 2009:Total risk-based capital
    
    $
    449,506
    
    
    
    11.86
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    379,245
    
    
    
    10.01
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    379,245
    
    
    
    6.97
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    379,245
    
    
    
    6.97
    
    
    
    4.00
    
    
    
    5.00At December 31, 2008:Total risk-based capital
    
    $
    456,776
    
    
    
    11.63
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    385,006
    
    
    
    9.85
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    385,006
    
    
    
    6.94
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    385,006
    
    
    
    6.94
    
    
    
    4.00
    
    
    
    5.00
 58




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Contractual Obligations and Off Balance Sheet Arrangements -as of March 31, 2009 (in thousands):
 Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsTime deposits
    
    $
    1,293,215
    
    
    
    1,227,244
    
    
    
    52,357
    
    
    
    13,614
    
    
    
    Long-term debt
    
    
    320,341
    
    
    
    
    
    
    
    22,000
    
    
    
    822
    
    
    
    297,519Advances from FHLB (1)
    
    
    817,000
    
    
    
    725,000
    
    
    
    92,000
    
    
    
    
    
    
    
    Operating lease obligations held for sublease
    
    
    30,466
    
    
    
    1,230
    
    
    
    3,636
    
    
    
    2,408
    
    
    
    23,192Operating lease obligations held for use
    
    
    72,196
    
    
    
    7,523
    
    
    
    17,195
    
    
    
    7,595
    
    
    
    39,883Pension obligation
    
    
    17,340
    
    
    
    1,269
    
    
    
    2,995
    
    
    
    3,229
    
    
    
    9,847Other obligations
    
    
    12,800
    
    
    
    
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    2,563,358
    
    
    
    1,962,266
    
    
    
    194,983
    
    
    
    34,068
    
    
    
    372,041
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 59




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##### Table of Contents



Real Estate Development
(Woodbridge
 Real Estate Development
 The Real Estate Development activities of BFC are comprised of the operations of Woodbridge
Holdings Corporation and its subsidiaries. Woodbridge presents its results in two reportable
segments and its results of operations are consolidated with BFC Financial Corporation. The only
assets available to BFC Financial Corporation are dividends when and if paid by Woodbridge.
Woodbridge is a separate public company and its management prepared the following discussion
regarding Woodbridge which was included in Woodbridges Quarterly Report on Form 10-Q for the
quarter ended March 31, 2009 filed with the Securities and Exchange Commission. Accordingly,
references to the Company, we, us or our in the following discussion under the caption
Real Estate Development are references to Woodbridge Holdings Corporation and its subsidiaries,
and are not references to BFC Financial Corporation
   
    
    the impact of economic, competitive and other factors affecting the Company and its
operations;
    
    the market for real estate in the areas where the Company has developments, including
the impact of market conditions on the Companys margins and the fair value of its real
estate inventory;
    
    the risk that the value of the property held by Core Communities and Carolina Oak may
decline, including as a result of the current downturn in the residential and commercial
real estate and homebuilding industries;
    
    the impact of the factors negatively impacting the homebuilding and residential real
estate industries on the market and values of commercial property;
    
    the risk that the downturn in the credit markets may adversely affect Cores commercial
leasing projects, including the ability of current and potential tenants to secure
financing which may, in turn, negatively impact long-term rental and occupancy;
    
    the risks relating to Cores dependence on certain key tenants in its commercial leasing
projects, including the risk that current adverse conditions and the economy in general
and/or adverse developments in the businesses of these tenants could have a negative impact
on Cores financial condition;
    
    the risk that the development of parcels and master-planned communities will not be
completed as anticipated;
    
    continued declines in the estimated fair value of our real estate inventory and the
potential for write-downs
or impairment charges;
 60




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Real Estate Development
(Woodbridge
 
    
    the effects of increases in interest rates on us and the availability and cost of credit
to buyers of our inventory;
    
    the impact of the problems in financial and credit markets on the ability of buyers of
our inventory to obtain financing on acceptable terms, if at all, and the risk that we will
be unable to obtain financing and to renew existing credit facilities on acceptable terms,
if at all;
    
    the risks relating to Cores liquidity, cash position and ability to satisfy required
payments under its debt facilities, including the risk that Woodbridge may not provide
funding to Core;
    
    the risk that we may be required to make accelerated principal payments on our debt
obligations due to re-margining or curtailment payment requirements, which may negatively
impact our financial condition and results of operations;
    
    the Companys ability to access additional capital on acceptable terms, if at all;
    
    risks associated with the securities owned by the Company, including the risk that the
Company may record further impairment charges with respect to such securities in the event
trading prices continue to decline;
    
    the risks associated with the businesses in which the Company holds investments;
    
    risks associated with the Companys business strategy, including the Companys ability
to successfully make investments notwithstanding adverse conditions in the economy and the
credit markets;
    
    the Companys success in pursuing strategic alternatives that could enhance liquidity;
    
    the impact on the price and liquidity of the Companys Class A Common Stock and on the
Companys ability to obtain additional capital in the event the Company chooses to
de-register its securities; and
    
    the Companys success at managing the risks involved in the foregoing.
  Executive Overview
   61




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##### Table of Contents



Real Estate Development
(Woodbridge
 Financial and Non-Financial Metrics
   Land Division Overview
    Other Operations Overview
  The Meaning of Other-than-Temporary Impairment and Its Application to Certain
Investments The Equity Method of Accounting for
Investments in Common Stock
 62




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Real Estate Development
(Woodbridge
    Critical Accounting Policies and Estimates
  63




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##### Table of Contents



Real Estate Development
(Woodbridge
 Consolidated Results of Operations
 Three MonthsEnded March 31,2009
    
    
    2008
    
    
    Change(In thousands)Revenues:Sales of real estate
    
    $
    1,427
    
    
    
    154
    
    
    
    1,273Other revenues
    
    
    2,890
    
    
    
    2,964
    
    
    
    (74
    )Total revenues
    
    
    4,317
    
    
    
    3,118
    
    
    
    1,199Costs and expenses:Cost of sales of real estate
    
    
    693
    
    
    
    28
    
    
    
    665Selling, general and administrative expenses
    
    
    10,754
    
    
    
    12,627
    
    
    
    (1,873
    )Interest expense
    
    
    2,773
    
    
    
    3,024
    
    
    
    (251
    )Total costs and expenses
    
    
    14,220
    
    
    
    15,679
    
    
    
    (1,459
    )Earnings from Bluegreen Corporation
    
    
    6,336
    
    
    
    526
    
    
    
    5,810Impairment of investment in Bluegreen Corporation
    
    
    (20,401
    )
    
    
    
    
    
    
    (20,401
    )Impairment of other investments
    
    
    (2,396
    )
    
    
    
    
    
    
    (2,396
    )Gain on settlement of investment in subsidiary
    
    
    40,369
    
    
    
    
    
    
    
    40,369Interest and other income
    
    
    566
    
    
    
    1,604
    
    
    
    (1,038
    )Income (loss) before income taxes and
noncontrolling interest
    
    
    14,571
    
    
    
    (10,431
    )
    
    
    25,002(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    14,571
    
    
    
    (10,431
    )
    
    
    25,002Add: Net loss attributable to noncontrolling interest
    
    
    204
    
    
    
    
    
    
    
    204Net income (loss) attributable to Woodbridge
    
    $
    14,775
    
    
    
    (10,431
    )
    
    
    25,206
 For the Three Months Ended March 31, 2009 Compared to the Same 2008 Period:
  Sales of real estate
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,427
    
    
    
    154
    
    
    
    1,273Other Operations
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    1,427
    
    
    
    154
    
    
    
    1,273
  64




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Real Estate Development
(Woodbridge
 Other revenues
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,277
    
    
    
    2,705
    
    
    
    (428
    )Other Operations
    
    
    622
    
    
    
    259
    
    
    
    363Eliminations
    
    
    (9
    )
    
    
    
    
    
    
    (9
    )Consolidated
    
    $
    2,890
    
    
    
    2,964
    
    
    
    (74
    )
  Cost of sales of real estate
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    693
    
    
    
    28
    
    
    
    665Other Operations
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    693
    
    
    
    28
    
    
    
    665
  Selling, general and administrative expenses
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    6,247
    
    
    
    5,531
    
    
    
    716Other Operations
    
    
    4,507
    
    
    
    7,096
    
    
    
    (2,589
    )Consolidated
    
    $
    10,754
    
    
    
    12,627
    
    
    
    (1,873
    )
  65




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##### Table of Contents



Real Estate Development
(Woodbridge
  Interest expense
  Three Months Ended March 31,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,370
    
    
    
    993
    
    
    
    377Other Operations
    
    
    1,403
    
    
    
    2,673
    
    
    
    (1,270
    )Eliminations
    
    
    
    
    
    
    (642
    )
    
    
    642Consolidated
    
    $
    2,773
    
    
    
    3,024
    
    
    
    (251
    )
     Land Division operational data
 Three MonthsEnded March 31,2009
    
    2008
    
    ChangeAcres sold
    
    
    10
    
    
    
    
    
    
    
    10Margin percentage (a)
    
    
    51.4
    %
    
    
    81.8
    %
    
    
    (30.4
    )%Unsold saleable acres
    
    
    6,629
    
    
    
    6,679
    
    
    
    (50
    )Acres subject to sales
contracts  Third parties
    
    
    
    
    
    
    260
    
    
    
    (260
    )Aggregate sales price of acres
subject to sales contracts to
third parties
    
    $
    
    
    
    
    78,488
    
    
    
    (78,488
    )
 
 (a)
    
    Includes revenues from look back provisions and recognition of
deferred revenue associated with sales in prior periods. 66




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Real Estate Development
(Woodbridge
   FINANCIAL CONDITION
 March 31, 2009 compared to December 31, 2008
  
    
    a net decrease in cash and cash equivalents of $30.7 million, primarily related to
cash used in operations and approximately $25.0 million was used for the investment in
timed deposits;
    
    a decrease in restricted cash of $12.7 million associated with the settlement
payment made in connection with the bankruptcy of Levitt and Sons; and
    
    a net decrease in our investment in Bluegreen of $13.2 million mainly related to an
other-than-temporary impairment charge recorded in the quarter ended March 31, 2009,
offset in part by an increase in our equity in earnings from Bluegreen.
  
    
    a net decrease in accounts payable and other accrued liabilities of approximately
$1.5 million primarily attributable to the timing of payments to our vendors; and
    
    a decrease of $52.9 million associated with the reversal into income of the loss in
excess of investment in Levitt and Sons as a result of the Bankruptcy Courts approval
of the Levitt and Sons bankruptcy plan.
 LIQUIDITY AND CAPITAL RESOURCES
  67




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Real Estate Development
(Woodbridge
  Woodbridge (Parent Company level)
    Core Communities
  68




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Real Estate Development
(Woodbridge
      Off Balance Sheet Arrangements and Contractual Obligations
  69




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Real Estate Development
(Woodbridge
  Accounting for Contingencies"
 Accounting for Special
Assessments and Tax Increment Financing
  Payments due by periodLess than
    
    
    2 - 3
    
    
    4 - 5
    
    
    More thanCategory
    
    Total
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsLong-term debt obligations (1) (2)
    
    $
    349,542
    
    
    
    3,836
    
    
    
    221,789
    
    
    
    2,536
    
    
    
    121,381Operating lease obligations
    
    
    3,402
    
    
    
    1,140
    
    
    
    853
    
    
    
    389
    
    
    
    1,020Total obligations
    
    $
    352,944
    
    
    
    4,976
    
    
    
    222,642
    
    
    
    2,925
    
    
    
    122,401
 
 (1)
    
    Amounts exclude interest because terms of repayment are based on construction activity and
sales volume. In addition, a large portion of the debt is based on variable rates.(2)
    
    These amounts represent scheduled principal payments. Some of those borrowings require the
repayment of specified amounts upon a sale of portions of the property collateralizing those
obligations, as well as curtailment repayments prior to scheduled maturity pursuant to
re-margining and minimum sales requirements. Accounting for Uncertainty in Income Taxes  an interpretation of FASB No. 109
 70




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Real Estate Development
(Woodbridge
    71




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  BFC
    BankAtlantic Bancorp
  Woodbridge
  72




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73




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Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  74




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 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 75




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##### Table of Contents



BFC FINANCIAL CORPORATIONDate:      May 14, 2009
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive OfficerDate:      May 14, 2009
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial OfficerDate:      May 14, 2009
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer