##### 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 September 30, 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 oAccelerated filer oNon-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 September
30, 2009 and December 31, 2008  Unaudited
    
    
    3Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 2009 and 2008  Unaudited
    
    
    4Consolidated Statements of Comprehensive Loss for the Three
and Nine Months Ended September 30, 2009 and 2008  Unaudited
    
    
    6Consolidated Statement of Changes in Equity for the nine
months ended September 30, 2009  Unaudited
    
    
    7Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2009 and 2008  Unaudited
    
    
    8Notes to Unaudited Consolidated Financial Statements
    
    
    9Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    54Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    101Item 4T.
    
    Controls and Procedures
    
    
    103PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    104Item 1A.
    
    Risk Factors
    
    
    105Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    105Item 5.
    
    Other Information
    
    
    105Item 6.
    
    Exhibits
    
    
    106SIGNATURESEX-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)
 September 30,
    
    
    December 31,2009
    
    
    2008ASSETSCash and cash equivalents
    
    $
    228,801
    
    
    
    278,937Restricted cash
    
    
    8,317
    
    
    
    21,288Securities available for sale and other financial instruments (at fair value)
    
    
    393,057
    
    
    
    722,698Investment securities at cost or amortized cost (fair value: $38,687 in
2009 and $12,475 in 2008)
    
    
    36,955
    
    
    
    12,008Tax certificates, net of allowance of $6,881 in 2009 and $6,064 in 2008
    
    
    138,401
    
    
    
    213,534Federal Home Loan Bank (FHLB) stock, at cost which approximates fair value
    
    
    48,751
    
    
    
    54,607Residential loans held for sale
    
    
    5,038
    
    
    
    3,461Loans receivable, net of allowance for loan losses
$184,662 in 2009 and $137,257 in 2008
    
    
    3,833,615
    
    
    
    4,314,184Accrued interest receivable
    
    
    33,215
    
    
    
    41,817Real estate held for development and sale
    
    
    239,635
    
    
    
    268,763Real estate owned
    
    
    37,075
    
    
    
    19,045Investments in unconsolidated affiliates
    
    
    41,284
    
    
    
    41,386Properties and equipment, net
    
    
    299,558
    
    
    
    315,347Goodwill and other intangible assets, net
    
    
    32,192
    
    
    
    44,986Other assets
    
    
    43,553
    
    
    
    43,521Total assets
    
    $
    5,419,447
    
    
    
    6,395,582LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    3,149,730
    
    
    
    3,178,105Non-interest bearing deposits
    
    
    809,749
    
    
    
    741,691Total deposits
    
    
    3,959,479
    
    
    
    3,919,796Advances from FHLB
    
    
    342,132
    
    
    
    967,491Federal funds purchased and other short term borrowings
    
    
    2,759
    
    
    
    238,339Securities sold under agreements to repurchase
    
    
    26,479
    
    
    
    41,387Subordinated debentures, mortgage notes payable and mortgage-backed bonds
    
    
    285,381
    
    
    
    287,772Junior subordinated debentures
    
    
    386,947
    
    
    
    376,104Loss in excess of investment in Woodbridges subsidiary
    
    
    
    
    
    
    52,887Other liabilities
    
    
    128,408
    
    
    
    125,356Total liabilities
    
    
    5,131,585
    
    
    
    6,009,132Commitments and contingenciesPreferred stock of $.01 par value; authorized  10,000,000 shares:Redeemable 5% Cumulative Preferred Stock    $.01 par value;
authorized 15,000 shares; issued and outstanding 15,000 shares
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 150,000,000 shares;
issued and outstanding 83,044,499 in 2009 and 38,254,389 in 2008
    
    
    830
    
    
    
    382Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,854,251 in 2009 and 6,875,104 in 2008
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    231,260
    
    
    
    123,562Accumulated deficit
    
    
    (86,250
    )
    
    
    (8,848
    )Accumulated other comprehensive income (loss)
    
    
    8,621
    
    
    
    (2,298
    )Total BFC Financial Corporation (BFC) shareholders equity
    
    
    154,530
    
    
    
    112,867Noncontrolling interests
    
    
    122,303
    
    
    
    262,554Total equity
    
    
    276,833
    
    
    
    375,421Total liabilities and equity
    
    $
    5,419,447
    
    
    
    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 Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008RevenuesBFC Activities:Interest and dividend income
    
    $
    258
    
    
    
    326
    
    
    
    772
    
    
    
    1,081Securities activities, net
    
    
    
    
    
    
    795
    
    
    
    
    
    
    
    898Other income
    
    
    290
    
    
    
    188
    
    
    
    728
    
    
    
    1,834548
    
    
    
    1,309
    
    
    
    1,500
    
    
    
    3,813Woodbridge Operations:Sales of real estate
    
    
    130
    
    
    
    10,522
    
    
    
    3,324
    
    
    
    13,071Interest and dividend income
    
    
    179
    
    
    
    751
    
    
    
    583
    
    
    
    2,822Securities activities, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,178Other income
    
    
    3,045
    
    
    
    6,146
    
    
    
    9,392
    
    
    
    12,1273,354
    
    
    
    17,419
    
    
    
    13,299
    
    
    
    29,198Financial Services:Interest and dividend income
    
    
    54,561
    
    
    
    81,184
    
    
    
    174,948
    
    
    
    243,403Service charges on deposits
    
    
    19,767
    
    
    
    23,924
    
    
    
    57,799
    
    
    
    72,404Other service charges and fees
    
    
    7,355
    
    
    
    7,309
    
    
    
    22,439
    
    
    
    21,863Securities activities, net
    
    
    4,774
    
    
    
    1,132
    
    
    
    9,906
    
    
    
    5,359Other income
    
    
    3,158
    
    
    
    2,436
    
    
    
    9,087
    
    
    
    7,96989,615
    
    
    
    115,985
    
    
    
    274,179
    
    
    
    350,998Total revenues
    
    
    93,517
    
    
    
    134,713
    
    
    
    288,978
    
    
    
    384,009Costs and ExpensesBFC Activities:Employee compensation and benefits
    
    
    2,214
    
    
    
    1,986
    
    
    
    6,527
    
    
    
    7,490Other expenses
    
    
    1,285
    
    
    
    645
    
    
    
    2,723
    
    
    
    2,4233,499
    
    
    
    2,631
    
    
    
    9,250
    
    
    
    9,913Woodbridge Operations:Cost of sales of real estate
    
    
    31,664
    
    
    
    7,063
    
    
    
    33,658
    
    
    
    8,911Interest expense, net of interest capitalized
    
    
    4,320
    
    
    
    2,449
    
    
    
    10,840
    
    
    
    7,838Selling, general and administrative expenses
    
    
    9,333
    
    
    
    12,197
    
    
    
    29,617
    
    
    
    37,178Impairment of goodwill
    
    
    2,001
    
    
    
    
    
    
    
    2,001
    
    
    
    47,318
    
    
    
    21,709
    
    
    
    76,116
    
    
    
    53,927Financial Services:Interest expense
    
    
    15,805
    
    
    
    34,737
    
    
    
    61,378
    
    
    
    108,687Provision for loan losses
    
    
    63,586
    
    
    
    31,214
    
    
    
    151,357
    
    
    
    121,349Employee compensation and benefits
    
    
    24,876
    
    
    
    31,679
    
    
    
    79,617
    
    
    
    100,015Occupancy and equipment
    
    
    14,553
    
    
    
    15,996
    
    
    
    44,306
    
    
    
    48,554Advertising and promotion
    
    
    1,549
    
    
    
    3,430
    
    
    
    6,360
    
    
    
    11,987Cost associated with debt redemption
    
    
    5,431
    
    
    
    
    
    
    
    7,463
    
    
    
    2Provision (recovery) for tax certificates losses
    
    
    (198
    )
    
    
    2,839
    
    
    
    2,702
    
    
    
    3,646Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    8,541
    
    
    
    Impairment of real estate held for sale
    
    
    1,131
    
    
    
    
    
    
    
    1,165
    
    
    
    1,746Impairment of real estate owned
    
    
    137
    
    
    
    1,002
    
    
    
    760
    
    
    
    1,242Restructuring charges and exit activities
    
    
    461
    
    
    
    (480
    )
    
    
    3,708
    
    
    
    3,421FDIC special assessment
    
    
    
    
    
    
    
    
    
    
    2,428
    
    
    
    Other expenses
    
    
    14,008
    
    
    
    13,779
    
    
    
    40,047
    
    
    
    40,709141,339
    
    
    
    134,196
    
    
    
    409,832
    
    
    
    441,358Total costs and expenses
    
    
    192,156
    
    
    
    158,536
    
    
    
    495,198
    
    
    
    505,198Equity in earnings from unconsolidated affiliates
    
    
    12,213
    
    
    
    2,478
    
    
    
    29,463
    
    
    
    5,724Impairment of unconsolidated affiliates
    
    
    (10,780
    )
    
    
    (48,883
    )
    
    
    (31,181
    )
    
    
    (48,883
    )Impairment of investments
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    Gain on settlement of investment in Woodbridges subsidiary
    
    
    
    
    
    
    
    
    
    
    40,369
    
    
    
    Loss from continuing operations before income taxes
    
    
    (97,206
    )
    
    
    (70,228
    )
    
    
    (169,965
    )
    
    
    (164,348
    )Provision (benefit) for income taxes
    
    
    3
    
    
    
    (12,401
    )
    
    
    3
    
    
    
    (46,680
    )Loss from continuing operations
    
    
    (97,209
    )
    
    
    (57,827
    )
    
    
    (169,968
    )
    
    
    (117,668
    )Discontinued operations, less income tax provision of
$0, $2,649, $0 and $3,252
    
    
    (500
    )
    
    
    5,021
    
    
    
    3,701
    
    
    
    6,040Extraordinary gain, net of income tax
    
    
    
    
    
    
    9,145
    
    
    
    
    
    
    
    9,145Net loss
    
    
    (97,709
    )
    
    
    (43,661
    )
    
    
    (166,267
    )
    
    
    (102,483
    )Less: Net loss attributable to noncontrolling interests
    
    
    43,697
    
    
    
    48,870
    
    
    
    88,943
    
    
    
    96,904Net (loss) income attributable to BFC
    
    
    (54,012
    )
    
    
    5,209
    
    
    
    (77,324
    )
    
    
    (5,579
    )5% Preferred stock dividends
    
    
    (188
    )
    
    
    (187
    )
    
    
    (563
    )
    
    
    (562
    )Net (loss) income allocable to common stock
    
    $
    (54,200
    )
    
    
    5,022
    
    
    
    (77,887
    )
    
    
    (6,141
    )
 (Continued)
 See accompanying notes to unaudited consolidated financial statements.
 4




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Basic and Diluted (Loss) Earnings Per Common Share
Attributable to BFC (Note 19):Basic (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (1.09
    )
    
    
    (0.12
    )
    
    
    (1.69
    )
    
    
    (0.38
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    0.03
    
    
    
    0.02
    
    
    
    0.04Earnings per share from extraordinary gain
    
    
    
    
    
    
    0.20
    
    
    
    
    
    
    
    0.20Net (loss) income per common share
    
    $
    (1.09
    )
    
    
    0.11
    
    
    
    (1.67
    )
    
    
    (0.14
    )Diluted (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (1.09
    )
    
    
    (0.12
    )
    
    
    (1.69
    )
    
    
    (0.38
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    0.03
    
    
    
    0.02
    
    
    
    0.04Earnings per share from extraordinary gain
    
    
    
    
    
    
    0.20
    
    
    
    
    
    
    
    0.20Net (loss) income per common share
    
    $
    (1.09
    )
    
    
    0.11
    
    
    
    (1.67
    )
    
    
    (0.14
    )Basic weighted average number of
common shares outstanding
    
    
    49,509
    
    
    
    45,102
    
    
    
    46,599
    
    
    
    45,106Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    49,509
    
    
    
    45,102
    
    
    
    46,599
    
    
    
    45,106
 See accompanying notes to unaudited consolidated financial statements.
 5




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Comprehensive Loss   Unaudited
(In thousands)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (97,709
    )
    
    
    (43,661
    )
    
    
    (166,267
    )
    
    
    (102,483
    )Other comprehensive income (loss), net of tax:Unrealized gains (losses) on securities available for sale
    
    
    8,232
    
    
    
    (9,595
    )
    
    
    21,953
    
    
    
    (21,620
    )Benefit for income taxes
    
    
    
    
    
    
    (1,234
    )
    
    
    
    
    
    
    (6,383
    )8,232
    
    
    
    (8,361
    )
    
    
    21,953
    
    
    
    (15,237
    )Unrealized
losses associated with investment in unconsolidated affiliates
    
    
    (986
    )
    
    
    (854
    )
    
    
    (381
    )
    
    
    (2,080
    )Benefit for income taxes
    
    
    
    
    
    
    (287
    )
    
    
    
    
    
    
    (699
    )(986
    )
    
    
    (567
    )
    
    
    (381
    )
    
    
    (1,381
    )Prorata share of cumulative impact of accounting changes
recognized by Bluegreen Corporation on
retained interests in notes receivable sold
    
    
    
    
    
    
    
    
    
    
    (1,251
    )
    
    
    Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,251
    )
    
    
    Reclassification adjustments of realized net gains
included in net loss
    
    
    (4,773
    )
    
    
    (817
    )
    
    
    (7,510
    )
    
    
    (4,791
    )Less: Provision for income taxes
    
    
    
    
    
    
    (162
    )
    
    
    
    
    
    
    (1,405
    )(4,773
    )
    
    
    (655
    )
    
    
    (7,510
    )
    
    
    (3,386
    )Total other comprehensive income (loss), net of tax
    
    
    2,473
    
    
    
    (9,583
    )
    
    
    12,811
    
    
    
    (20,004
    )Comprehensive loss
    
    
    (95,236
    )
    
    
    (53,244
    )
    
    
    (153,456
    )
    
    
    (122,487
    )Less: Comprehensive loss attributable to noncontrolling
interests
    
    
    46,447
    
    
    
    56,138
    
    
    
    87,051
    
    
    
    112,942Comprehensive (loss) income attributable to BFC
    
    $
    (48,789
    )
    
    
    2,894
    
    
    
    (66,405
    )
    
    
    (9,545
    )
 See accompanying notes to unaudited consolidated financial statements.
 6




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##### Table of Contents



BFC Financial CorporationConsolidated Statement of Changes in Equity  UnauditedFor the Nine Months Ended September 30, 2009
(In thousands)
 Accumulated
    
    
    Total
    
    
    Non-Shares of Common
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    BFC
    
    
    controllingStock Outstanding
    
    
    Common
    
    
    Common
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Shareholders
    
    
    Interests in
    
    
    TotalClass A
    
    
    Class B
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    (Loss) Income
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (77,324
    )
    
    
    
    
    
    
    (77,324
    )
    
    
    (88,943
    )
    
    
    (166,267
    )Increase in BFCs
shareholders equity
and decrease in non-
controlling interest
in connection with the
Merger
    
    
    44,769
    
    
    
    
    
    
    
    448
    
    
    
    
    
    
    
    99,135
    
    
    
    
    
    
    
    
    
    
    
    99,583
    
    
    
    (99,583
    )
    
    
    Transfer of Class B
Common Stock to
Class A Common Stock
    
    
    21
    
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pro rata share of the
cumulative effect of
accounting changes
recognized by Bluegreen
on retained interests in
notes receivable sold (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    485
    
    
    
    
    
    
    
    485
    
    
    
    1,575
    
    
    
    2,060Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,919
    
    
    
    10,919
    
    
    
    1,892
    
    
    
    12,811Noncontrolling interests net
effect of subsidiaries capital
transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,808
    
    
    
    44,808Net effect of subsidiaries
capital transactions
attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,818
    
    
    
    
    
    
    
    
    
    
    
    7,818
    
    
    
    
    
    
    
    7,818Cash dividends on
the 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (563
    )
    
    
    
    
    
    
    (563
    )
    
    
    
    
    
    
    (563
    )Share-based compensation
related to stock options
and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    745
    
    
    
    
    
    
    
    
    
    
    
    745
    
    
    
    
    
    
    
    745Balance, September 30, 2009
    
    
    83,044
    
    
    
    6,854
    
    
    $
    830
    
    
    $
    69
    
    
    $
    231,260
    
    
    $
    (86,250
    )
    
    $
    8,621
    
    
    $
    154,530
    
    
    $
    122,303
    
    
    $
    276,833
 
 (a)
    
    Accumulated deficit at January 1, 2009 was decreased by approximately $485 representing the
Companys pro rata share of the after tax non-credit portion of other-than temporary impairment
losses recognized by Bluegreen Corporation (Bluegreen). These other-than temporary losses, which
were previously recognized in earnings, have been reclassified to accumulated other comprehensive
income (loss). See accompanying notes to unaudited consolidated financial statements.
 7




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##### Table of Contents



BFC Financial CorporationConsolidated Statements of Cash Flows  Unaudited(In thousands)
 For the Nine Months EndedSeptember 30,2009
    
    
    2008Net cash provided by operating activities
    
    $
    25,754
    
    
    
    41,473Investing activities:Proceeds from redemption of investment securites
    
    
    
    
    
    
    14,365Proceeds from maturities of investment securites
    
    
    34,560
    
    
    
    Purchase of investment securities
    
    
    (59,520
    )
    
    
    (2,792
    )Proceeds from redemption of tax certificates
    
    
    135,527
    
    
    
    252,946Purchase of tax certificates
    
    
    (63,730
    )
    
    
    (363,013
    )Proceeds from sales of securities available for sale
    
    
    318,779
    
    
    
    376,070Proceeds from maturities of securities available for sale
    
    
    116,743
    
    
    
    121,040Purchase of securities available for sale
    
    
    (75,500
    )
    
    
    (291,241
    )Decrease in restricted cash
    
    
    12,971
    
    
    
    1,393Cash paid in settlement of Woodbridges subsidiary bankruptcy
    
    
    (12,430
    )
    
    
    Purchases of FHLB stock
    
    
    (2,295
    )
    
    
    (45,810
    )Redemption of FHLB stock
    
    
    8,151
    
    
    
    42,661Investments in unconsolidated affiliates
    
    
    (973
    )
    
    
    (66
    )Distributions from unconsolidated affiliates
    
    
    564
    
    
    
    2,589Net decrease (increase) in loans
    
    
    305,467
    
    
    
    (16,552
    )Proceeds from the sale of loans receivable
    
    
    5,427
    
    
    
    10,100Adjustment to acquisition of Pizza Fusion
    
    
    3,000
    
    
    
    Improvements to real estate owned
    
    
    (1,018
    )
    
    
    (19
    )Proceeds from sales of real estate owned
    
    
    3,715
    
    
    
    2,533Net additions to office properties and equipment
    
    
    (3,016
    )
    
    
    (2,237
    )Net cash outflows from the sale of Central Florida branches
    
    
    
    
    
    
    (4,491
    )Net cash provided by investing activities
    
    
    726,422
    
    
    
    97,476Financing activities:Net increase (decrease) in deposits
    
    
    39,683
    
    
    
    (65,214
    )Prepayments of FHLB advances
    
    
    (1,159,463
    )
    
    
    Net proceeds of FHLB advances
    
    
    527,000
    
    
    
    71,000Decrease in securities sold under agreements to repurchase
    
    
    (14,908
    )
    
    
    (4,818
    )Decrease in federal funds purchased
    
    
    (235,580
    )
    
    
    (58,975
    )Repayment of notes and bonds payable
    
    
    (2,612
    )
    
    
    (31,307
    )Proceeds from notes and bonds payable
    
    
    132
    
    
    
    8,382Preferred stock dividends paid
    
    
    (563
    )
    
    
    (562
    )Proceeds from issuance of BankAtlantic Bancorp Class A common stock
from non-BFC shareholders
    
    
    45,377
    
    
    
    103Purchase and retirement of Woodbridge Class A common stock
    
    
    (13
    )
    
    
    Purchase and retirement of Class A common stock
    
    
    
    
    
    
    (48
    )BankAtlantic Bancorp cash dividends paid to non-BFC shareholders
    
    
    (198
    )
    
    
    (637
    )Venture partnership distribution paid to non-BFC interest holder
    
    
    
    
    
    
    (410
    )Payment of Woodbridge debt issuance costs
    
    
    (1,167
    )
    
    
    (577
    )Net cash used in financing activities
    
    
    (802,312
    )
    
    
    (83,063
    )(Decrease) increase in cash and cash equivalents
    
    
    (50,136
    )
    
    
    55,886Cash and cash equivalents at the beginning of period
    
    
    278,937
    
    
    
    332,155Cash and cash equivalents at end of period
    
    $
    228,801
    
    
    
    388,041Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    78,149
    
    
    
    118,649Income tax refund
    
    
    
    
    
    
    (29,711
    )Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to REO
    
    
    21,268
    
    
    
    6,859BFC and Woodbridge Merger related transactions:Increase in BFCs Class A Common Stock
    
    
    448
    
    
    
    Increase in additional paid-in capital
    
    
    99,135
    
    
    
    Decrease in BFCs non-controlling interest in Woodbridge
    
    
    (99,583
    )
    
    
    Increase (decrease) in BFC accumulated
other comprehensive income, net of taxes
    
    
    10,919
    
    
    
    (3,966
    )Net increase in equity from the effect of subsidiaries
capital transactions to BFC, net of income taxes
    
    
    7,818
    
    
    
    69Net increase in shareholders equity resulting from the cumulative
impact of
accounting changes recognized by Bluegreen on
retained interests in notes receivable sold
    
    
    485
    
    
    
    Stifel common stock received pursuant to Stifel merger agreement
    
    
    8,589
    
    
    
    11,309
 See accompanying notes to unaudited consolidated financial statements.
 8




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##### Table of Contents



BFC Financial Corporation
Notes to Unaudited Consolidated Financial Statements
 1. Presentation of Interim Financial Statements
       9




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##### Table of Contents



PercentShares
    
    Percent of
    
    ofOwned
    
    Ownership
    
    VoteClass A Common Stock
    
    
    17,333,428
    
    
    
    35.93
    %
    
    
    19.04
    %Class B Common Stock
    
    
    975,225
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    18,308,653
    
    
    
    37.20
    %
    
    
    66.04
    %
      Revisions and Reclassifications
  10




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##### Table of Contents



2. Merger and Acquisitions
 Woodbridge Merger
   11




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##### Table of Contents



BankAtlantic Bancorp  Shares Acquired by BFC
    s
  12




---



##### Table of Contents



Acquisition of Pizza Fusion
     13




---



##### Table of Contents



3. Liquidity
 BFC
  Woodbridge Holdings
  Core Communities
    14




---



##### Table of Contents



BankAtlantic Bancorp and BankAtlantic
   4. Fair Value Measurement
      15




---



##### Table of Contents



September 30.
    
    
    Fair Value Measurements at September 30, 2009Description
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    230,737
    
    
    
    
    
    
    
    230,737
    
    
    
    REMICS (1)
    
    
    123,561
    
    
    
    
    
    
    
    123,561
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred
Stock
    
    
    21,284
    
    
    
    
    
    
    
    
    
    
    
    21,284Other equity securities (2)
    
    
    17,225
    
    
    
    17,061
    
    
    
    
    
    
    
    164Total securities available for sale
at fair value
    
    $
    393,057
    
    
    
    17,061
    
    
    
    354,298
    
    
    
    21,698
 December 31,
    
    
    Fair Value Measurements at December 31, 2008Description
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    532,873
    
    
    
    
    
    
    
    532,873
    
    
    
    REMICS (1)
    
    
    166,351
    
    
    
    
    
    
    
    166,351
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihanas Convertible Preferred
Stock
    
    
    16,426
    
    
    
    
    
    
    
    
    
    
    
    16,426Other equity securities (2)
    
    
    6,798
    
    
    
    5,210
    
    
    
    
    
    
    
    1,588Total securities available for sale
at fair value
    
    $
    722,698
    
    
    
    5,210
    
    
    
    699,224
    
    
    
    18,264
 
 (1)
    
    BankAtlantic invests in real estate mortgage investment conduits (REMICs) that
are guaranteed by the U.S. government or its agencies.(2)
    
    Equity securities include Woodbridges investment in Office Depots common stock
with an estimated fair value of approximately $9.5 million and $4.3 million at September
30, 2009 and December 31, 2008, respectively. (See Note 9 for further information,
including information regarding the sale of 1.4 million shares of Office Depot common stock
in November 2009 for $8.5 million.)  16




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##### Table of Contents



Three Months Ended September 30, 2009BenihanaConvertible
    
    EquityBonds
    
    Preferred Stock
    
    Securities
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    20,511
    
    
    
    210
    
    
    
    20,971Total gains and losses
(realized/unrealized)Included in earningsIncluded in other comprehensive
income
    
    
    
    
    
    
    773
    
    
    
    (46
    )
    
    
    727Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    21,284
    
    
    
    164
    
    
    
    21,698
 Nine Months Ended September 30, 2009BenihanaConvertible
    
    EquityBonds
    
    Preferred Stock
    
    Securities
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    16,426
    
    
    
    1,588
    
    
    
    18,264Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive
income
    
    
    
    
    
    
    4,858
    
    
    
    (46
    )
    
    
    4,812Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    21,284
    
    
    
    164
    
    
    
    21,698
   Three Months Ended September 30, 2008Stifel
    
    EquityBonds
    
    Warrants
    
    Securities
    
    TotalBeginning Balance
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    1,108
    
    
    
    
    
    
    
    1,108Included in other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    320
    
    
    
    320Purchases, issuances, and settlements
    
    
    (200
    )
    
    
    (14,365
    )
    
    
    
    
    
    
    (14,565
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    282
    
    
    
    
    
    
    
    3,692
    
    
    
    3,974
 Nine Months Ended September 30, 2008Stifel
    
    EquityBonds
    
    Warrants
    
    Securities
    
    TotalBeginning Balance
    
    $
    681
    
    
    
    10,661
    
    
    
    5,133
    
    
    
    16,475Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    3,704
    
    
    
    
    
    
    
    3,704Included in other comprehensive loss
    
    
    1
    
    
    
    
    
    
    
    (1,441
    )
    
    
    (1,440
    )Purchases, issuances, and settlements
    
    
    (400
    )
    
    
    (14,365
    )
    
    
    
    
    
    
    (14,765
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    282
    
    
    
    
    
    
    
    3,692
    
    
    
    3,974
 17




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##### Table of Contents



Mortgage-Backed Securities and REMICs
  Bonds and Other Equity Securities
  Benihanas Convertible Preferred Stock
   Carrying
    
    
    Fair Value
    
    
    TotalDescription
    
    Amount
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for impairment
using the fair value of the
collateral
    
    $
    219,173
    
    
    
    
    
    
    
    
    
    
    
    219,173
    
    
    $
    78,710Impaired real estate owned
    
    
    4,373
    
    
    
    
    
    
    
    
    
    
    
    4,373
    
    
    
    760Impaired real estate held
for development and sale
    
    
    162,676
    
    
    
    
    
    
    
    
    
    
    
    162,676
    
    
    
    32,758Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,542Investment in Bluegreen
    
    
    29,028
    
    
    
    29,028
    
    
    
    
    
    
    
    
    
    
    
    31,181Total
    
    $
    415,250
    
    
    
    29,028
    
    
    
    
    
    
    
    386,222
    
    
    $
    153,951
  18




---



##### Table of Contents



Loans Measured For Impairment
  Impaired Real Estate
  Impaired Goodwill
   19




---



##### Table of Contents



Financial Disclosures about Fair Value of Financial Instruments
 September 30, 2009
    
    December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    Fair(in thousands)
    
    Amount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    228,801
    
    
    
    228,801
    
    
    
    278,937
    
    
    
    278,937Restricted cash
    
    
    8,317
    
    
    
    8,317
    
    
    
    21,288
    
    
    
    21,288Securities available for sale
    
    
    393,057
    
    
    
    393,057
    
    
    
    722,698
    
    
    
    722,698Investment securities
    
    
    36,955
    
    
    
    38,687
    
    
    
    12,008
    
    
    
    12,475Tax certificates
    
    
    138,401
    
    
    
    138,876
    
    
    
    213,534
    
    
    
    224,434Federal Home Loan Bank Stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    54,607
    
    
    
    54,607Loans receivable including loans held for sale, net
    
    
    3,838,653
    
    
    
    3,483,788
    
    
    
    4,317,645
    
    
    
    3,950,557Financial liabilities:Deposits
    
    $
    3,959,479
    
    
    
    3,954,309
    
    
    
    3,919,796
    
    
    
    3,919,810Advances from FHLB
    
    
    342,132
    
    
    
    344,337
    
    
    
    967,491
    
    
    
    983,582Short term borrowings
    
    
    29,238
    
    
    
    29,238
    
    
    
    279,726
    
    
    
    279,777Subordinated debentures, mortgage notes payable
and mortgage-backed bonds
    
    
    285,381
    
    
    
    271,931
    
    
    
    287,772
    
    
    
    266,851Junior subordinated debentures
    
    
    386,947
    
    
    
    151,995
    
    
    
    376,104
    
    
    
    152,470
       20




---



##### Table of Contents



Concentration of Credit Risk
   21




---



##### Table of Contents



5. Noncontrolling Interests
  September 30,
    
    
    December 31,2009
    
    
    2008BankAtlantic Bancorp
    
    $
    118,975
    
    
    
    170,888Woodbridge
    
    
    
    
    
    
    91,389Other subsidiaries
    
    
    3,328
    
    
    
    277$
    122,303
    
    
    
    262,554
  For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Noncontrolling
Interests  Continuing Operations:BankAtlantic Bancorp
    
    $
    36,493
    
    
    
    7,999
    
    
    
    96,010
    
    
    
    41,584Woodbridge
    
    
    6,467
    
    
    
    44,446
    
    
    
    (5,347
    )
    
    
    59,814Other subsidiaries
    
    
    386
    
    
    
    8
    
    
    
    872
    
    
    
    (54
    )$
    43,346
    
    
    
    52,453
    
    
    
    91,535
    
    
    
    101,344Noncontrolling
Interests  Discontinued Operations:BankAtlantic Bancorp
    
    $
    351
    
    
    
    (3,583
    )
    
    
    (2,592
    )
    
    
    (4,440
    )Woodbridge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    351
    
    
    
    (3,583
    )
    
    
    (2,592
    )
    
    
    (4,440
    )Net Loss (Income)
Attributable
to Noncontrolling Interests
    
    $
    43,697
    
    
    
    48,870
    
    
    
    88,943
    
    
    
    96,904
  6. Segment Reporting
   22




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##### Table of Contents



BFC Activities
  Land Division
  Woodbridge Other Operations
  BankAtlantic
  BankAtlantic Bancorp Other Operations
  23




---



##### Table of Contents



BankAtlanticWoodbridge
    
    
    
    
    
    
    BancorpBFC
    
    
    Land
    
    
    Other
    
    
    
    
    
    
    OtherFor the Three Months Ended September 30, 2009
    
    Activities
    
    
    Division
    
    
    Operations
    
    
    BankAtlantic
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130Interest and dividend income
    
    
    1,071
    
    
    
    42
    
    
    
    142
    
    
    
    53,668
    
    
    
    85
    
    
    
    (10
    )
    
    
    54,998Other income
    
    
    873
    
    
    
    2,443
    
    
    
    736
    
    
    
    35,384
    
    
    
    61
    
    
    
    (1,108
    )
    
    
    38,389Total revenues
    
    
    1,944
    
    
    
    2,615
    
    
    
    878
    
    
    
    89,052
    
    
    
    146
    
    
    
    (1,118
    )
    
    
    93,517Costs and Expenses:Cost of sale of real estate
    
    
    6,297
    
    
    
    17,980
    
    
    
    4,300
    
    
    
    
    
    
    
    
    
    
    
    3,087
    
    
    
    31,664Interest expense, net
    
    
    (85
    )
    
    
    1,939
    
    
    
    2,381
    
    
    
    12,183
    
    
    
    3,718
    
    
    
    (11
    )
    
    
    20,125Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,246
    
    
    
    11,340
    
    
    
    
    
    
    
    63,586Impairment of goodwill
    
    
    (583
    )
    
    
    
    
    
    
    2,001
    
    
    
    583
    
    
    
    
    
    
    
    
    
    
    
    2,001Other expenses
    
    
    4,477
    
    
    
    4,868
    
    
    
    4,908
    
    
    
    59,449
    
    
    
    2,176
    
    
    
    (1,098
    )
    
    
    74,780Total costs and expenses
    
    
    10,106
    
    
    
    24,787
    
    
    
    13,590
    
    
    
    124,461
    
    
    
    17,234
    
    
    
    1,978
    
    
    
    192,156Equity in earnings from unconsolidated affiliates
    
    
    21
    
    
    
    
    
    
    
    11,781
    
    
    
    108
    
    
    
    303
    
    
    
    
    
    
    
    12,213Impairment of unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    (10,780
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,780
    )Loss from continuing operations before income
taxes
    
    
    (8,141
    )
    
    
    (22,172
    )
    
    
    (11,711
    )
    
    
    (35,301
    )
    
    
    (16,785
    )
    
    
    (3,096
    )
    
    
    (97,206
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Loss from continuing operations
    
    
    (8,141
    )
    
    
    (22,172
    )
    
    
    (11,711
    )
    
    
    (35,304
    )
    
    
    (16,785
    )
    
    
    (3,096
    )
    
    
    (97,209
    )Discontinued operations less income taxes
    
    
    (150
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (500
    )
    
    
    150
    
    
    
    (500
    )Net loss
    
    
    (8,291
    )
    
    
    (22,172
    )
    
    
    (11,711
    )
    
    
    (35,304
    )
    
    
    (17,285
    )
    
    
    (2,946
    )
    
    
    (97,709
    )Less: Net loss attributable to noncontrolling
interests
    
    
    9
    
    
    
    1,511
    
    
    
    4,469
    
    
    
    24,735
    
    
    
    12,109
    
    
    
    864
    
    
    
    43,697Net loss attributable to BFC
    
    $
    (8,282
    )
    
    
    (20,661
    )
    
    
    (7,242
    )
    
    
    (10,569
    )
    
    
    (5,176
    )
    
    
    (2,082
    )
    
    
    (54,012
    )Total assets
    
    $
    21,277
    
    
    
    303,267
    
    
    
    162,088
    
    
    
    4,882,385
    
    
    
    496,774
    
    
    
    (446,344
    )
    
    
    5,419,447
 24




---



##### Table of Contents



BankAtlanticWoodbridge
    
    
    
    
    
    
    BancorpBFC
    
    
    Land
    
    
    Other
    
    
    
    
    
    
    OtherFor the Three Months Ended September 30, 2008
    
    Activities
    
    
    Division
    
    
    Operations
    
    
    BankAtlantic
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    8,450
    
    
    
    1,847
    
    
    
    
    
    
    
    
    
    
    
    225
    
    
    
    10,522Interest and dividend income
    
    
    327
    
    
    
    1,461
    
    
    
    418
    
    
    
    80,944
    
    
    
    288
    
    
    
    (1,177
    )
    
    
    82,261Other income
    
    
    1,745
    
    
    
    4,903
    
    
    
    328
    
    
    
    33,795
    
    
    
    1,334
    
    
    
    (175
    )
    
    
    41,930Total revenues
    
    
    2,072
    
    
    
    14,814
    
    
    
    2,593
    
    
    
    114,739
    
    
    
    1,622
    
    
    
    (1,127
    )
    
    
    134,713Costs and Expenses:Cost of sales of real estate
    
    
    48
    
    
    
    5,029
    
    
    
    1,906
    
    
    
    
    
    
    
    
    
    
    
    80
    
    
    
    7,063Interest expense, net
    
    
    (54
    )
    
    
    758
    
    
    
    1,745
    
    
    
    29,749
    
    
    
    5,066
    
    
    
    (78
    )
    
    
    37,186Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,924
    
    
    
    8,290
    
    
    
    
    
    
    
    31,214Other expenses
    
    
    2,717
    
    
    
    6,253
    
    
    
    6,496
    
    
    
    66,805
    
    
    
    2,043
    
    
    
    (1,241
    )
    
    
    83,073Total costs and expenses
    
    
    2,711
    
    
    
    12,040
    
    
    
    10,147
    
    
    
    119,478
    
    
    
    15,399
    
    
    
    (1,239
    )
    
    
    158,536Equity in (loss) earnings from unconsolidated affiliates
    
    
    (28
    )
    
    
    
    
    
    
    2,241
    
    
    
    122
    
    
    
    143
    
    
    
    
    
    
    
    2,478Impairment of investment in unconsolidated affiliate
    
    
    4,693
    
    
    
    
    
    
    
    (53,576
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,883
    )(Loss) income from continuing operations before income
taxes
    
    
    4,026
    
    
    
    2,774
    
    
    
    (58,889
    )
    
    
    (4,617
    )
    
    
    (13,634
    )
    
    
    112
    
    
    
    (70,228
    )Benefit for income taxes
    
    
    (5,132
    )
    
    
    
    
    
    
    
    
    
    
    (2,525
    )
    
    
    (4,744
    )
    
    
    
    
    
    
    (12,401
    )(Loss) income from continuing operations
    
    
    9,158
    
    
    
    2,774
    
    
    
    (58,889
    )
    
    
    (2,092
    )
    
    
    (8,890
    )
    
    
    112
    
    
    
    (57,827
    )Discontinued operations, less income tax
    
    
    1,438
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,919
    
    
    
    (1,336
    )
    
    
    5,021Extraordinary gain, less income tax
    
    
    9,145
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,145Net (loss) income
    
    
    19,741
    
    
    
    2,774
    
    
    
    (58,889
    )
    
    
    (2,092
    )
    
    
    (3,971
    )
    
    
    (1,224
    )
    
    
    (43,661
    )Less: Net loss (income) attributable to
noncontrolling interests
    
    
    9
    
    
    
    (2,200
    )
    
    
    46,735
    
    
    
    1,451
    
    
    
    2,965
    
    
    
    (90
    )
    
    
    48,870Net (loss) income attributable to BFC
    
    $
    19,750
    
    
    
    574
    
    
    
    (12,154
    )
    
    
    (641
    )
    
    
    (1,006
    )
    
    
    (1,314
    )
    
    
    5,209Total assets
    
    $
    25,291
    
    
    
    361,583
    
    
    
    252,262
    
    
    
    6,112,979
    
    
    
    699,326
    
    
    
    (599,560
    )
    
    
    6,851,881
 25




---



##### Table of Contents



BankAtlanticWoodbridge
    
    
    
    
    
    
    BancorpBFC
    
    
    Land
    
    
    Other
    
    
    
    
    
    
    OtherFor the Nine Months Ended September 30, 2009
    
    Activities
    
    
    Division
    
    
    Operations
    
    
    BankAtlantic
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    2,965
    
    
    
    320
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    3,324Interest and dividend income
    
    
    2,183
    
    
    
    135
    
    
    
    481
    
    
    
    173,068
    
    
    
    490
    
    
    
    (54
    )
    
    
    176,303Other income
    
    
    2,790
    
    
    
    7,564
    
    
    
    2,002
    
    
    
    100,844
    
    
    
    (490
    )
    
    
    (3,359
    )
    
    
    109,351Total revenues
    
    
    4,973
    
    
    
    10,664
    
    
    
    2,803
    
    
    
    273,912
    
    
    
    
    
    
    
    (3,374
    )
    
    
    288,978Costs and Expenses:Cost of sale of real estate
    
    
    6,297
    
    
    
    19,786
    
    
    
    4,473
    
    
    
    
    
    
    
    
    
    
    
    3,102
    
    
    
    33,658Interest expense, net
    
    
    (253
    )
    
    
    4,610
    
    
    
    6,230
    
    
    
    49,736
    
    
    
    11,950
    
    
    
    (55
    )
    
    
    72,218Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131,721
    
    
    
    19,636
    
    
    
    
    
    
    
    151,357Impairment of goodwill
    
    
    (583
    )
    
    
    
    
    
    
    2,001
    
    
    
    9,124
    
    
    
    
    
    
    
    
    
    
    
    10,542Other expenses
    
    
    10,425
    
    
    
    16,277
    
    
    
    14,624
    
    
    
    183,688
    
    
    
    5,740
    
    
    
    (3,331
    )
    
    
    227,423Total costs and expenses
    
    
    15,886
    
    
    
    40,673
    
    
    
    27,328
    
    
    
    374,269
    
    
    
    37,326
    
    
    
    (284
    )
    
    
    495,198Equity in earnings from unconsolidated
affiliates
    
    
    2
    
    
    
    
    
    
    
    28,831
    
    
    
    289
    
    
    
    341
    
    
    
    
    
    
    
    29,463Impairment of unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    (31,181
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,181
    )Impairment of investments
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Gain on settlement of investment in
Woodbridges subsidiary
    
    
    
    
    
    
    
    
    
    
    26,985
    
    
    
    
    
    
    
    
    
    
    
    13,384
    
    
    
    40,369(Loss) income from continuing operations
before income taxes
    
    
    (10,911
    )
    
    
    (30,009
    )
    
    
    (2,286
    )
    
    
    (100,068
    )
    
    
    (36,985
    )
    
    
    10,294
    
    
    
    (169,965
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3(Loss) income from continuing operations
    
    
    (10,911
    )
    
    
    (30,009
    )
    
    
    (2,286
    )
    
    
    (100,071
    )
    
    
    (36,985
    )
    
    
    10,294
    
    
    
    (169,968
    )Discontinued operations, less income taxes
    
    
    1,108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,701
    
    
    
    (1,108
    )
    
    
    3,701Net (loss) income
    
    
    (9,803
    )
    
    
    (30,009
    )
    
    
    (2,286
    )
    
    
    (100,071
    )
    
    
    (33,284
    )
    
    
    9,186
    
    
    
    (166,267
    )Less: Net loss (income) attributable to
noncontrolling interests
    
    
    21
    
    
    
    7,692
    
    
    
    (2,491
    )
    
    
    70,102
    
    
    
    23,316
    
    
    
    (9,697
    )
    
    
    88,943Net loss attributable to BFC
    
    $
    (9,782
    )
    
    
    (22,317
    )
    
    
    (4,777
    )
    
    
    (29,969
    )
    
    
    (9,968
    )
    
    
    (511
    )
    
    
    (77,324
    )
 26




---



##### Table of Contents



BankAtlanticWoodbridge
    
    
    
    
    
    
    BancorpBFC
    
    
    Land
    
    
    Other
    
    
    
    
    
    
    OtherFor the Nine Months Ended September 30, 2008
    
    Activities
    
    
    Division
    
    
    Operations
    
    
    BankAtlantic
    
    
    Operations
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    10,315
    
    
    
    2,482
    
    
    
    
    
    
    
    
    
    
    
    274
    
    
    
    13,071Interest and dividend income
    
    
    1,089
    
    
    
    1,785
    
    
    
    2,195
    
    
    
    242,383
    
    
    
    1,177
    
    
    
    (1,323
    )
    
    
    247,306Other income
    
    
    4,743
    
    
    
    11,342
    
    
    
    2,135
    
    
    
    104,816
    
    
    
    3,798
    
    
    
    (3,202
    )
    
    
    123,632Total revenues
    
    
    5,832
    
    
    
    23,442
    
    
    
    6,812
    
    
    
    347,199
    
    
    
    4,975
    
    
    
    (4,251
    )
    
    
    384,009Costs and Expenses:Cost of sales of real estate
    
    
    110
    
    
    
    6,202
    
    
    
    2,493
    
    
    
    
    
    
    
    
    
    
    
    106
    
    
    
    8,911Interest expense, net
    
    
    (221
    )
    
    
    2,622
    
    
    
    6,522
    
    
    
    93,260
    
    
    
    15,651
    
    
    
    (1,309
    )
    
    
    116,525Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,613
    
    
    
    17,736
    
    
    
    
    
    
    
    121,349Other expenses
    
    
    10,116
    
    
    
    17,104
    
    
    
    21,243
    
    
    
    207,768
    
    
    
    5,384
    
    
    
    (3,202
    )
    
    
    258,413Total costs and expenses
    
    
    10,005
    
    
    
    25,928
    
    
    
    30,258
    
    
    
    404,641
    
    
    
    38,771
    
    
    
    (4,405
    )
    
    
    505,198Equity in (loss) earnings from unconsolidated affiliates
    
    
    (81
    )
    
    
    
    
    
    
    3,978
    
    
    
    1,382
    
    
    
    445
    
    
    
    
    
    
    
    5,724Impairment of investment in unconsolidated affiliate
    
    
    4,693
    
    
    
    
    
    
    
    (53,576
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,883
    )(Loss) income from continuing operations
before income taxes
    
    
    439
    
    
    
    (2,486
    )
    
    
    (73,044
    )
    
    
    (56,060
    )
    
    
    (33,351
    )
    
    
    154
    
    
    
    (164,348
    )Benefit for income taxes
    
    
    (12,178
    )
    
    
    
    
    
    
    
    
    
    
    (22,928
    )
    
    
    (11,574
    )
    
    
    
    
    
    
    (46,680
    )(Loss) income from continuing operations
    
    
    12,617
    
    
    
    (2,486
    )
    
    
    (73,044
    )
    
    
    (33,132
    )
    
    
    (21,777
    )
    
    
    154
    
    
    
    (117,668
    )Discontinued operations, less income tax
    
    
    1,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,040
    
    
    
    (1,600
    )
    
    
    6,040Extraordinary gain, less income tax
    
    
    9,145
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,145Net (loss) income
    
    
    23,362
    
    
    
    (2,486
    )
    
    
    (73,044
    )
    
    
    (33,132
    )
    
    
    (15,737
    )
    
    
    (1,446
    )
    
    
    (102,483
    )Less: Net loss (income) attributable
to noncontrolling interests
    
    
    (54
    )
    
    
    1,973
    
    
    
    57,964
    
    
    
    25,183
    
    
    
    11,961
    
    
    
    (123
    )
    
    
    96,904Net (loss) income attributable to BFC
    
    $
    23,308
    
    
    
    (513
    )
    
    
    (15,080
    )
    
    
    (7,949
    )
    
    
    (3,776
    )
    
    
    (1,569
    )
    
    
    (5,579
    )
 27




---



##### Table of Contents



7. Discontinued Operations
  8. Restructuring Charges and Exit Activities
 Woodbridge
  Severance
    
    
    
    
    
    IndependentRelated and
    
    
    
    
    
    ContractorBenefits
    
    Facilities
    
    Agreements
    
    Surety Bond Accrual
    
    TotalBalance at December 31, 2007
    
    $
    1,954
    
    
    
    1,010
    
    
    
    1,421
    
    
    
    1,826
    
    
    
    6,211Restructuring charges (credits)
    
    
    2,250
    
    
    
    140
    
    
    
    (11
    )
    
    
    (150
    )
    
    
    2,229Cash payments
    
    
    (3,586
    )
    
    
    (352
    )
    
    
    (618
    )
    
    
    (532
    )
    
    
    (5,088
    )Balance at September 30, 2008
    
    $
    618
    
    
    
    798
    
    
    
    792
    
    
    
    1,144
    
    
    
    3,352Balance at December 31, 2008
    
    $
    129
    
    
    
    704
    
    
    
    597
    
    
    
    1,144
    
    
    
    2,574Restructuring charges (adjustments)
    
    
    82
    
    
    
    
    
    
    
    43
    
    
    
    (49
    )
    
    
    76Cash payments
    
    
    (211
    )
    
    
    (279
    )
    
    
    (532
    )
    
    
    (122
    )
    
    
    (1,144
    )Balance at September 30, 2009
    
    $
    
    
    
    
    425
    
    
    
    108
    
    
    
    973
    
    
    
    1,506
     28




---



##### Table of Contents



BankAtlantic Bancorp and BankAtlantic
  EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1, 2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expenses incurred
    
    
    2,191
    
    
    
    361
    
    
    
    2,552Amounts paid or amortized
    
    
    (1,697
    )
    
    
    (379
    )
    
    
    (2,076
    )Balance at September 30, 2008
    
    $
    596
    
    
    
    972
    
    
    
    1,568Balance at January 1, 2009
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633Expense incurred
    
    
    2,024
    
    
    
    1,666
    
    
    
    3,690Amounts paid or amortized
    
    
    (2,066
    )
    
    
    (105
    )
    
    
    (2,171
    )Balance at September 30, 2009
    
    $
    129
    
    
    
    3,023
    
    
    
    3,152
    29




---



##### Table of Contents



9. Securities Available for Sale
  September 30, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    221,075
    
    
    
    9,662
    
    
    
    
    
    
    
    230,737Real estate mortgage investment conduits (1)
    
    
    119,363
    
    
    
    4,198
    
    
    
    
    
    
    
    123,561Total mortgage-backed securities
    
    
    340,438
    
    
    
    13,860
    
    
    
    
    
    
    
    354,298Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Investment in Benihana Convertible
Preferred Stock
    
    
    16,426
    
    
    
    4,858
    
    
    
    
    
    
    
    21,284Equity and other securities (2)
    
    
    9,508
    
    
    
    7,765
    
    
    
    48
    
    
    
    17,225Total investment securities
    
    
    26,184
    
    
    
    12,623
    
    
    
    48
    
    
    
    38,759Total
    
    $
    366,622
    
    
    
    26,483
    
    
    
    48
    
    
    
    393,057
 December 31, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency 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 and other securities (2)
    
    
    6,686
    
    
    
    112
    
    
    
    
    
    
    
    6,798Total investment securities
    
    
    23,362
    
    
    
    112
    
    
    
    
    
    
    
    23,474Total
    
    $
    710,706
    
    
    
    12,975
    
    
    
    983
    
    
    
    722,698
 
 (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 issuers of the securities were government agencies.(2)
    
    Equity and other securities include an investment in Office Depots common stock with
an estimated fair value of approximately $9.5 million and $4.3 million at September 30, 2009
and December 31, 2008, respectively. The investment in Office Depot, including information
regarding our sale of 1.4 million shares of Office Depots common stock during November 2009
for $8.5 million is discussed below. 30




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##### Table of Contents



As of December 31, 2008Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesMortgage-backed securities
    
    $
    4,736
    
    
    
    (39
    )
    
    
    
    
    
    
    
    
    
    
    4,736
    
    
    
    (39
    )Real estate mortgage
investment conduits
    
    
    
    
    
    
    
    
    
    
    27,426
    
    
    
    (944
    )
    
    
    27,426
    
    
    
    (944
    )Total available for sale
securities:
    
    $
    4,736
    
    
    
    (39
    )
    
    
    27,426
    
    
    
    (944
    )
    
    
    32,162
    
    
    
    (983
    )
   Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairCost
    
    
    ValueSeptember 30, 2009 (1) (2)Due within one year
    
    $
    254
    
    
    
    254Due after one year, but
within five years
    
    
    32
    
    
    
    33Due after five years, but
within ten years
    
    
    32,072
    
    
    
    32,317Due after ten years
    
    
    308,330
    
    
    
    321,944Total
    
    $
    340,688
    
    
    
    354,548
 
 (1)
    
    Scheduled maturities in the above table may vary significantly
from actual maturities due to prepayments.(2)
    
    Scheduled maturities are based upon contractual
maturities.  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Gross gains on securities sales
    
    $
    4,774
    
    
    
    23
    
    
    
    11,284
    
    
    
    7,462Gross losses on securities sales
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    4,660Proceeds from sales of
securities
    
    $
    98,115
    
    
    
    9,609
    
    
    
    303,821
    
    
    
    351,199
   31




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##### Table of Contents



BFC  Benihana Investment
   Office Depot Investment
   32




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##### Table of Contents



10. Loans Receivable
  September 30,
    
    
    December 31,2009
    
    
    2008Real estate loans:Residential
    
    $
    1,622,840
    
    
    
    1,916,562Builder land loans
    
    
    63,120
    
    
    
    84,453Land acquisition and development
    
    
    203,255
    
    
    
    226,484Land acquisition, development and
construction
    
    
    34,682
    
    
    
    60,730Construction and development
    
    
    203,719
    
    
    
    229,856Commercial
    
    
    725,948
    
    
    
    713,571Consumer  home equity
    
    
    681,285
    
    
    
    718,950Small business
    
    
    214,098
    
    
    
    218,694Other loans:Commercial business
    
    
    148,956
    
    
    
    144,554Small business  non-mortgage
    
    
    97,801
    
    
    
    108,230Consumer loans
    
    
    13,307
    
    
    
    16,406Deposit overdrafts
    
    
    6,775
    
    
    
    9,730Total gross loans
    
    
    4,015,786
    
    
    
    4,448,220Adjustments:Premiums, discounts and net deferred fees
    
    
    2,491
    
    
    
    3,221Allowance for loan losses
    
    
    (184,662
    )
    
    
    (137,257
    )Loans receivable  net
    
    $
    3,833,615
    
    
    
    4,314,184Loans held for sale
    
    $
    5,038
    
    
    
    3,461
   September 30,
    
    
    December 31,2009
    
    
    2008Construction and development
    
    $
    42,629
    
    
    
    124,332Commercial
    
    
    41,945
    
    
    
    38,930Total undisbursed loans in process
    
    $
    84,574
    
    
    
    163,262
 Allowance for Loan Losses (in thousands):
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    172,220
    
    
    
    106,126
    
    
    
    137,257
    
    
    
    94,020Loans charged-off
    
    
    (51,506
    )
    
    
    (23,487
    )
    
    
    (105,767
    )
    
    
    (102,135
    )Recoveries of loans previously charged-off
    
    
    362
    
    
    
    284
    
    
    
    1,815
    
    
    
    903Net (charge-offs)
    
    
    (51,144
    )
    
    
    (23,203
    )
    
    
    (103,952
    )
    
    
    (101,232
    )Provision for loan losses
    
    
    63,586
    
    
    
    31,214
    
    
    
    151,357
    
    
    
    121,349Balance, end of period
    
    $
    184,662
    
    
    
    114,137
    
    
    
    184,662
    
    
    
    114,137
 33




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##### Table of Contents



September 30, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    GrossRecorded
    
    Specific
    
    Recorded
    
    SpecificInvestment
    
    Allowances
    
    Investment
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    242,796
    
    
    
    78,752
    
    
    
    174,710
    
    
    
    41,192Impaired loans without
specific
valuation allowances
    
    
    271,224
    
    
    
    
    
    
    
    138,548
    
    
    
    Total
    
    $
    514,020
    
    
    
    78,752
    
    
    
    313,258
    
    
    
    41,192
     For the Three
    
    For the NineMonths Ended
    
    Months EndedSeptember 30, 2009
    
    September 30, 2009Contracted interest income
    
    $
    6,313
    
    
    
    17,826Interest income recognized
    
    
    1,425
    
    
    
    2,861Foregone interest income
    
    $
    4,888
    
    
    
    14,965
 34




---



##### Table of Contents



11. Real Estate Held for Development and Sale
  September 30,
    
    
    December 31,2009
    
    
    2008Land and land development costs
    
    $
    194,053
    
    
    
    221,684Construction costs
    
    
    442
    
    
    
    463Capitalized interest and other costs
    
    
    37,097
    
    
    
    38,539Land held for sale
    
    
    8,043
    
    
    
    8,077Total
    
    $
    239,635
    
    
    
    268,763
   12. Investments in Unconsolidated Affiliates
   s
 35




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##### Table of Contents



Three Months Ended
    
    Nine Months EndedSeptember 30, 2009
    
    September 30, 2009Pro rata share of Bluegreens net income
    
    $
    1,199
    
    
    
    4,357Amortization of basis difference
    
    
    10,582
    
    
    
    24,474Total earnings from Bluegreen Corporation
    
    $
    11,781
    
    
    
    28,831
  September 30,
    
    
    December 31,2009
    
    
    2008Pro rata share of investment in Bluegreen Corporation
    
    $
    35,735
    
    
    
    115,065Purchase accounting adjustment (from the step
acquisition)
    
    
    
    
    
    
    (4,700
    )Amortization of basis difference
    
    
    24,474
    
    
    
    13,850Less: Impairment of investment in Bluegreen
Corporation
    
    
    (31,181
    )
    
    
    (94,426
    )Investment in Bluegreen Corporation
    
    $
    29,028
    
    
    
    29,789
  Unaudited Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2009
    
    
    2008Total assets
    
    $
    1,160,789
    
    
    
    1,193,507Total liabilities
    
    $
    723,905
    
    
    
    781,522Total Bluegreen shareholders equity
    
    
    401,983
    
    
    
    382,467Noncontrolling interest
    
    
    34,901
    
    
    
    29,518Total equity
    
    
    436,884
    
    
    
    411,985Total liabilities and shareholders equity
    
    $
    1,160,789
    
    
    
    1,193,507
 Unaudited Condensed Consolidated Statements of Income
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues and other income
    
    $
    112,677
    
    
    
    179,786
    
    
    
    283,197
    
    
    
    470,268Cost and other expenses
    
    
    103,026
    
    
    
    165,663
    
    
    
    260,801
    
    
    
    446,179Income before noncontrolling interests
and provision for income taxes
    
    
    9,651
    
    
    
    14,123
    
    
    
    22,396
    
    
    
    24,089Provision for income taxes
    
    
    (3,071
    )
    
    
    (4,180
    )
    
    
    (2,713
    )
    
    
    (7,147
    )Net income
    
    
    6,580
    
    
    
    9,943
    
    
    
    19,683
    
    
    
    16,942Net income attributable to
noncontrolling
interests
    
    
    (2,647
    )
    
    
    (3,122
    )
    
    
    (5,383
    )
    
    
    (5,280
    )Net income attributable to Bluegreen
    
    $
    3,933
    
    
    
    6,821
    
    
    
    14,300
    
    
    
    11,662
 36




---



##### Table of Contents



13. Goodwill
     14. Notes and Mortgage Notes Payable
  September 30,
    
    
    December 31,2009
    
    
    2008
    
    
    Maturity DateCore Communities:5.50% Commercial development mortgage note payable
    
    $
    58,134
    
    
    
    58,262
    
    
    June 20122.00% Commercial development mortgage note payable
    
    
    4,681
    
    
    
    4,724
    
    
    June 20102.35% Commercial development mortgage note payable
    
    
    9,041
    
    
    
    8,919
    
    
    July 20105.00% Land development mortgage note payable
    
    
    25,000
    
    
    
    25,000
    
    
    February 20123.30% Land acquisition mortgage note payable
    
    
    22,608
    
    
    
    23,184
    
    
    October 20196.88% Land acquisition mortgage note payable
    
    
    4,736
    
    
    
    4,928
    
    
    October 20192.95% Land acquisition mortgage note payable
    
    
    86,074
    
    
    
    86,922
    
    
    June 20116.00%  6.13% Development bonds
    
    
    3,281
    
    
    
    3,291
    
    
    May 20357.48% Other borrowings
    
    
    77
    
    
    
    102
    
    
    August 2011213,632
    
    
    
    215,332Woodbridge Other Operations:3.25% Borrowing base facility
    
    
    37,174
    
    
    
    37,458
    
    
    March 20115.47% Other mortgage note payable
    
    
    11,660
    
    
    
    11,831
    
    
    April 20156.50%  9.15% Other borrowings
    
    
    177
    
    
    
    279
    
    
    December 2009  June 201349,011
    
    
    
    49,568Total
    
    $
    262,643
    
    
    
    264,900
 37




---



##### Table of Contents



Development Bonds Payable
  38




---



##### Table of Contents



15. Interest Expense
  For the Three Months Ended,
    
    
    For the Nine Months Ended,September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest expense
    
    $
    20,788
    
    
    
    40,024
    
    
    
    75,166
    
    
    
    125,613Interest capitalized
    
    
    (663
    )
    
    
    (2,838
    )
    
    
    (2,948
    )
    
    
    (9,088
    )Interest expense, net
    
    $
    20,125
    
    
    
    37,186
    
    
    
    72,218
    
    
    
    116,525
 16. Stock Compensation and Incentive Compensation Program
 BFCs Stock Option Plans and Restricted Stock
    39




---



##### Table of Contents



Weighted AverageFor the Nine Months EndedEmployees
    
    September 30, 2009Expected volatility
    
    
    87.11
    %Expected dividends
    
    
    0.00
    %Expected term (in years)
    
    
    2.97Average risk-free interest rate
    
    
    1.50
    %Option value
    
    $
    0.21
 40




---



##### Table of Contents



Weighted AverageFor the Nine Months EndedSeptember 30,Non-Employees  Directors
    
    2009
    
    2008Volatility
    
    
    81.83
    %
    
    
    50.81
    %Expected dividends
    
    
    0.00
    %
    
    
    0.00
    %Expected term (in years)
    
    
    3.37
    
    
    
    5.00Average risk-free interest rate
    
    
    1.73
    %
    
    
    3.35
    %Option value
    
    $
    0.22
    
    
    $
    0.40
  Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Contractual Term
    
    
    Value ($000)Outstanding at December 31, 2008
    
    
    1,797,960
    
    
    $
    4.57
    
    
    
    6.35
    
    
    $
    Exercised
    
    
    
    
    
    
    Forfeited (a)
    
    
    (1,777,729
    )
    
    
    4.60Expired
    
    
    (20,231
    )
    
    
    2.14Granted (a)
    
    
    2,530,983
    
    
    
    0.41Outstanding at September 30, 2009
    
    
    2,530,983
    
    
    $
    0.41
    
    
    
    5.44
    
    
    $
    582Exercisable at September 30, 2009
    
    
    1,127,729
    
    
    $
    0.41
    
    
    
    5.04
    
    
    $
    259Available for grant at September
30, 2009
    
    
    4,104,996
 
 (a)
    
    The options which were re-priced during September 2009 were treated under GAAP as having been forfeited
and replaced with new grants. Accordingly, these options are included as Forfeited and Granted options in the table.   WeightedUnvested
    
    
    AverageRestricted
    
    
    Grant DateStock
    
    
    Fair ValueOutstanding at
December 31, 2008
    
    
    50,200
    
    
    $
    1.26Granted
    
    
    
    
    
    
    Vested
    
    
    (50,200
    )
    
    
    0.22Forfeited
    
    
    
    
    
    
    Outstanding at
September 30, 2009
    
    
    
    
    
    $
    
   41




---



##### Table of Contents



Incentive Compensation Program
  17. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk
  September 30,
    
    December 31,2009
    
    2008BFC ActivitiesGuaranty agreements
    
    $
    32,000
    
    
    
    38,000Woodbridge OperationsContinued Agreement of Indemnity- surety bonds
    
    
    12,560
    
    
    
    19,900Financial ServicesCommitments to sell fixed rate residential loans
    
    
    36,274
    
    
    
    25,304Commitments to originate loans held for sale
    
    
    31,236
    
    
    
    21,843Commitments to originate loans held to maturity
    
    
    29,822
    
    
    
    16,553Commitments to extend credit, including the undisbursed
portion of loans in process
    
    
    421,174
    
    
    
    597,739Standby letters of credit
    
    
    15,296
    
    
    
    20,558Commercial lines of credit
    
    
    94,118
    
    
    
    66,954
 BFC Activities
    42




---



##### Table of Contents



Woodbridge Operations
    Financial Services
  43




---



##### Table of Contents



18. Certain Relationships and Related Party Transactions
      44




---



##### Table of Contents



BankAtlantic BancorpClass A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    53,789
    
    
    $
    48.46Options non-vested
    
    
    13,610
    
    
    $
    92.85
    45




---



##### Table of Contents



19. Loss Per Common Share
   For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Basic (loss) earnings per common share:Numerator:Loss from continuing operations
    
    $
    (97,209
    )
    
    
    (57,827
    )
    
    
    (169,968
    )
    
    
    (117,668
    )Less: Net loss from continuing operations attributable to
noncontrolling interests
    
    
    43,346
    
    
    
    52,453
    
    
    
    91,535
    
    
    
    101,344Loss from continuing operations attributable to BFC
    
    
    (53,863
    )
    
    
    (5,374
    )
    
    
    (78,433
    )
    
    
    (16,324
    )Preferred stock dividends
    
    
    (188
    )
    
    
    (187
    )
    
    
    (563
    )
    
    
    (562
    )Loss allocable to common stock
    
    
    (54,051
    )
    
    
    (5,561
    )
    
    
    (78,996
    )
    
    
    (16,886
    )Discontinued operations, net of taxes
    
    
    (500
    )
    
    
    5,021
    
    
    
    3,701
    
    
    
    6,040Less: Noncontrolling interests discontinued operations
    
    
    351
    
    
    
    (3,583
    )
    
    
    (2,592
    )
    
    
    (4,440
    )Discontinued operations, net of taxes attributable to BFC
    
    
    (149
    )
    
    
    1,438
    
    
    
    1,109
    
    
    
    1,600Extraordinary gain
    
    
    
    
    
    
    9,145
    
    
    
    
    
    
    
    9,145Less: Noncontrolling interests extraordinary gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Extraordinary gain, net of taxes attributable to BFC
    
    
    
    
    
    
    9,145
    
    
    
    
    
    
    
    9,145Net (loss) income allocable to common shareholders
    
    $
    (54,200
    )
    
    
    5,022
    
    
    
    (77,887
    )
    
    
    (6,141
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    49,509
    
    
    
    45,102
    
    
    
    46,599
    
    
    
    45,106Basic (loss) earnings per common shareLoss per share from continuing operations
    
    $
    (1.09
    )
    
    
    (0.12
    )
    
    
    (1.69
    )
    
    
    (0.38
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    0.03
    
    
    
    0.02
    
    
    
    0.04Earnings per share from extraordinary gain
    
    
    
    
    
    
    0.20
    
    
    
    
    
    
    
    0.20Basic (loss) income per share
    
    $
    (1.09
    )
    
    
    0.11
    
    
    
    (1.67
    )
    
    
    (0.14
    )Diluted (loss) earnings per common share:Loss allocable to common stock
    
    $
    (54,051
    )
    
    
    (5,561
    )
    
    
    (78,996
    )
    
    
    (16,886
    )Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss allocable to common stock after assumed dilution
    
    $
    (54,051
    )
    
    
    (5,561
    )
    
    
    (78,996
    )
    
    
    (16,886
    )Discontinued operations, net of taxes attributable to BFC
    
    $
    (149
    )
    
    
    1,438
    
    
    
    1,109
    
    
    
    1,600Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (149
    )
    
    
    1,438
    
    
    
    1,109
    
    
    
    1,600Extraordinary gain, net of taxes attributable to BFC
    
    $
    
    
    
    
    9,145
    
    
    
    
    
    
    
    9,145Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    9,145
    
    
    
    
    
    
    
    9,145Net (loss) income allocable to common shareholders
    
    $
    (54,200
    )
    
    
    5,022
    
    
    
    (77,887
    )
    
    
    (6,141
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    49,509
    
    
    
    45,102
    
    
    
    46,599
    
    
    
    45,106Effect of dilutive stock options and unvested restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted average number of common shares outstanding
    
    
    49,509
    
    
    
    45,102
    
    
    
    46,599
    
    
    
    45,106Diluted (loss) earnings per common share:Loss per share from continuing operations
    
    $
    (1.09
    )
    
    
    (0.12
    )
    
    
    (1.69
    )
    
    
    (0.38
    )Earnings (loss) per share from discontinued operations
    
    
    
    
    
    
    0.03
    
    
    
    0.02
    
    
    
    0.04Extraordinary gain after assumed dilution
    
    
    
    
    
    
    0.20
    
    
    
    
    
    
    
    0.20Diluted (loss) income per share
    
    $
    (1.09
    )
    
    
    0.11
    
    
    
    (1.67
    )
    
    
    (0.14
    )
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20. Parent Company Financial Information
   
 September 30,
    
    
    December 31,2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    2,633
    
    
    
    9,218Investment securities
    
    
    22,501
    
    
    
    16,523Investment in venture partnerships
    
    
    334
    
    
    
    361Investment in BankAtlantic Bancorp, Inc.
    
    
    64,879
    
    
    
    66,326Investment in Woodbridge Holdings Corporation
    
    
    79,271
    
    
    
    35,575Investment in and advances to wholly owned subsidiaries
    
    
    2,328
    
    
    
    2,323Other assets
    
    
    1,517
    
    
    
    835Total assets
    
    $
    173,463
    
    
    
    131,161Liabilities and Shareholders EquityAdvances from and negative basis in wholly owned subsidiaries
    
    $
    810
    
    
    
    789Other liabilities
    
    
    7,094
    
    
    
    6,476Total liabilities
    
    
    7,904
    
    
    
    7,265Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    154,530
    
    
    
    112,867Total liabilities and shareholders equity
    
    $
    173,463
    
    
    
    131,161
 
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    280
    
    
    
    1,168
    
    
    
    896
    
    
    
    2,305Expenses
    
    
    2,669
    
    
    
    1,900
    
    
    
    6,704
    
    
    
    6,713(Loss) before earnings (loss) from subsidiaries
    
    
    (2,389
    )
    
    
    (732
    )
    
    
    (5,808
    )
    
    
    (4,408
    )Equity loss from BankAtlantic Bancorp
    
    
    (15,057
    )
    
    
    (2,983
    )
    
    
    (39,880
    )
    
    
    (13,325
    )Equity loss from Woodbridge
    
    
    (36,491
    )
    
    
    (6,845
    )
    
    
    (32,720
    )
    
    
    (10,706
    )Equity in earnings (loss) from other subsidiaries
    
    
    75
    
    
    
    45
    
    
    
    (24
    )
    
    
    (72
    )Loss from continuing operations before income
taxes
    
    
    (53,862
    )
    
    
    (10,515
    )
    
    
    (78,432
    )
    
    
    (28,511
    )Benefit from income taxes
    
    
    
    
    
    
    5,141
    
    
    
    
    
    
    
    12,187Loss from continuing operations
    
    
    (53,862
    )
    
    
    (5,374
    )
    
    
    (78,432
    )
    
    
    (16,324
    )Discontinued operations, net of income taxes
    
    
    (150
    )
    
    
    1,438
    
    
    
    1,108
    
    
    
    1,600Extraordinary gain
    
    
    
    
    
    
    9,145
    
    
    
    
    
    
    
    9,145Net (loss) income attributable to BFC
    
    
    (54,012
    )
    
    
    5,209
    
    
    
    (77,324
    )
    
    
    (5,579
    )5% Preferred stock dividends
    
    
    (188
    )
    
    
    (187
    )
    
    
    (563
    )
    
    
    (562
    )Net (loss) income allocable to common stock
    
    $
    (54,200
    )
    
    
    5,022
    
    
    
    (77,887
    )
    
    
    (6,141
    )
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For the Nine MonthsEnded September 30,2009
    
    
    2008Operating Activities:Net cash used in operating activities
    
    $
    (5,110
    )
    
    
    (4,661
    )Investing Activities:Proceeds from the sale of securities
    
    
    
    
    
    
    834Dividend from Woodbridge
    
    
    30,000
    
    
    
    Distribution from partnership
    
    
    84
    
    
    
    633Additions to property and equipment
    
    
    
    
    
    
    (8
    )Purchase of securities
    
    
    (1,508
    )
    
    
    Sale of securities
    
    
    400
    
    
    
    Acquisition of BankAtlantic Bancorp Class A shares
    
    
    (29,888
    )
    
    
    (2,792
    )Net cash used in investing activities
    
    
    (912
    )
    
    
    (1,333
    )Financing Activities:Purchase and retirement of the Companys Class A common stock
    
    
    
    
    
    
    (48
    )Preferred stock dividends paid
    
    
    (563
    )
    
    
    (562
    )Net cash used in financing activities
    
    
    (563
    )
    
    
    (610
    )Decrease in cash and cash equivalents
    
    
    (6,585
    )
    
    
    (6,604
    )Cash at beginning of period
    
    
    9,218
    
    
    
    17,999Cash at end of period
    
    $
    2,633
    
    
    
    11,395Supplementary disclosure of non-cash investing and financing activitiesBFC and Woodbridge Merger related transactions:Increase in BFCs Class A Common Stock
    
    $
    448
    
    
    
    Increase in additional paid-in capital
    
    
    99,135
    
    
    
    Decrease in BFCs non-controlling interest in Woodbridge
    
    
    (99,583
    )
    
    
    Net increase (decrease) in shareholders equity from the effect of subsidiaries
capital transactions, net of income taxes
    
    
    7,818
    
    
    
    69Increase (decrease) increase in accumulated other comprehensive income, net of taxes
    
    
    10,919
    
    
    
    (3,966
    )BFCs prorata share of the cumulative effect of
accounting changes recognized by Bluegreen
    
    
    485
    
    
    
    
   21. Redeemable 5% Cumulative Preferred Stock
  48




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22. Common Stock and Preferred Stock
    23. New Accounting Pronouncements
 Recently Adopted Accounting Pronouncements
  49




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New Accounting Pronouncements
  50




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24. Litigation
 Class Action Litigation
  Surety Bond Claim
  General Litigation
  51




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25. Bankruptcy of Levitt and Sons
    26. Income Taxes
   52




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27. Subsequent Events
  53




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Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
     54




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PercentShares
    
    Percent of
    
    ofOwned
    
    Ownership
    
    VoteClass A Common Stock
    
    
    17,333,428
    
    
    
    35.93
    %
    
    
    19.04
    %Class B Common Stock
    
    
    975,225
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    18,308,653
    
    
    
    37.20
    %
    
    
    66.04
    %
  55




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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 impact of the current economic downturn on the price and liquidity of BFCs Class A
Common Stock and on BFCs ability to obtain additional capital;
    
    BFC may need to issue debt or equity securities to fund its operations, and it may not
be possible to issue any such securities on favorable terms, if at all;
    
    BFC shareholders interests may be diluted if additional shares of BFC common stock are
issued and its investment in BankAtlantic Bancorp may be diluted if BankAtlantic Bancorp
issues additional shares of its common stock;
    
    the performance of entities in which the Company has made investments may not be
profitable or their results as anticipated;
    
    BFC is dependent upon dividends from its subsidiaries to fund its operations, and
currently BankAtlantic Bancorp is not 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;
    
    the risks associated with the merger of Woodbridge and BFC, including the uncertainty
regarding the amount of cash that will be required to be paid to dissenting Woodbridge
shareholders;
    
    the risk that BFC may not pay Woodbridge or Cores obligations as they become due;
    
    the risks of the Companys exposure to the real estate markets, which is continuing to
deteriorate and experience significant weakness;
    
    the risk that if debt restructuring negotiation are not successful and Woodbridge and
/or Core do not make payments or satisfy covenants under their debt facilities with respect to
which they are currently in default, then this may result in the lenders under those
facilities accelerating the outstanding debt causing it to become due and payable
immediately, a loss of collateral securing the indebtedness and judgments against the
companies;
    
    the deterioration of the market for real estate in the areas where Woodbridge and Core
have developments, including the impact of market conditions on margins and the fair
value of 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, and the potential for related write-downs or impairment charges and required
additional
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payments to lenders;
    
    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 in 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 or that Core will be obligated to make additional payments under
its outstanding development bonds;
    
    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 or 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 if Core is not able to meet its obligations as they become due and
defaults on its loans, the lenders under the defaulted loans could foreclose on any
property which serves as collateral for the defaulted loan, and Core could be forced to
cease or significantly curtail its operations, which would likely result in additional
impairment charges and losses at Woodbridge;
    
    risks associated with the securities held by BFC, including the securities held
indirectly through Woodbridge, including the risk that we may record further impairment
charges with respect to such securities in the event trading prices decline in the future;
    
    risks associated with 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 alternatives that could enhance liquidity for Bluegreen
or be profitable for Woodbridge; and
    
    Woodbridges success at managing the risks involved in the foregoing.
  
    
    the impact of economic, competitive and other factors affecting BankAtlantic Bancorp and
its operations, markets, products and services, including the impact of the changing
regulatory environment, a continued or deepening recession, continued decreases in real
estate values, and increased unemployment on its business generally, BankAtlantics
regulatory capital ratios, and 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 real estate based loans including its residential land
acquisition and development loans (including Builder land bank loans, Land acquisition and
development loans and Land acquisition, development and construction loans) as well as
Commercial land loans, other Commercial real estate loans; and Commercial business loans;
and conditions specifically in those market sectors;
    
    the accuracy of estimates of the fair value of collateral securing BankAtlantics loans,
including the accuracy of values estimated using automated valuation models and other
methods;
    
    the risks of additional charge-offs, impairments and required increases in
BankAtlantics allowance for loan losses;
    
    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 and
maintain deposits to account balances;
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
    
    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 justify their costs;
    
    the success of BankAtlantic Bancorps expense reduction initiatives and the ability to
achieve additional cost savings;
    
    the impact of periodic valuation testing of goodwill, deferred tax assets and other
assets; and
    
    BankAtlantic Bancorp success at managing the risks involved in the foregoing.
  Critical Accounting Policies
  58




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Summary of Consolidated Results of Operations by Segment
  For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008BFC Activities
    
    $
    (8,141
    )
    
    
    9,158
    
    
    
    (10,911
    )
    
    
    12,617Woodbridge Operations
    
    
    (36,979
    )
    
    
    (56,003
    )
    
    
    (22,001
    )
    
    
    (75,376
    )Financial Services
    
    
    (52,089
    )
    
    
    (10,982
    )
    
    
    (137,056
    )
    
    
    (54,909
    )Loss from continuing operations
    
    
    (97,209
    )
    
    
    (57,827
    )
    
    
    (169,968
    )
    
    
    (117,668
    )Discontinued operations, less income tax
    
    
    (500
    )
    
    
    5,021
    
    
    
    3,701
    
    
    
    6,040Extraordinary gain, net of income tax
    
    
    
    
    
    
    9,145
    
    
    
    
    
    
    
    9,145Net loss
    
    
    (97,709
    )
    
    
    (43,661
    )
    
    
    (166,267
    )
    
    
    (102,483
    )Less: Net loss attributable to
noncontrolling interests
    
    
    43,697
    
    
    
    48,870
    
    
    
    88,943
    
    
    
    96,904Net (loss) income attributable to BFC
    
    
    (54,012
    )
    
    
    5,209
    
    
    
    (77,324
    )
    
    
    (5,579
    )5% Preferred stock dividends
    
    
    (188
    )
    
    
    (187
    )
    
    
    (563
    )
    
    
    (562
    )Net (loss) income allocable to common
stock
    
    $
    (54,200
    )
    
    
    5,022
    
    
    
    (77,887
    )
    
    
    (6,141
    )
    59




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Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    a net decrease in cash and cash equivalents of approximately $50.1 million resulted
from cash provided by operations of approximately $25.7 million, cash provided by
investing activities of approximately $726.4 million and cash used in financing activities
of $802.3 million;
    
    a decrease in restricted cash of approximately $13.0 million primarily 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 $284
million of its mortgage-backed securities, as well as repayments associated with higher
residential mortgage refinancing in response to low historical residential mortgage
interest rates during 2009, partially offset by a $15.6 million increase associated with
an increase in the fair market value of our investments in Office Depot and Benihana;
    
    a decrease in BankAtlantics tax certificate balances primarily due to redemptions and
decreased tax certificate acquisitions during 2009;
    
    a decline in BankAtlantics FHLB stock related to lower FHLB advance borrowings;
    
    higher residential loans held for sale at BankAtlantic primarily resulting from
increased originations associated with residential mortgage refinancing;
    
    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 purchases and originations;
    
    a decrease in BankAtlantics accrued interest receivable primarily resulting from
lower loan balances and a significant decline in interest rates;
    
    a decrease in real estate inventory mainly due to an impairment charge of approximately
$31.6 million recorded in connection with Woodbridge and Cores inventory of real estate,
including a $6.3 million adjustment required by purchase
accounting in connection with our purchase of
additional Woodbridge shares during August 2007, which the
acquisition was accounted for as a
step acquisition under the purchase method of accounting;
    
    an increase in real estate owned by BankAtlantic associated with commercial real
estate and residential loan foreclosures; 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,
and a $2.0 million impairment charge related to goodwill associated with Woodbridges
investment in Pizza Fusion.
  
    
    a decrease in interest bearing deposit account balances of $28.4 million associated
with $286.7 million of lower time deposits and insured money market savings accounts
partially offset by $245.8 million of higher interest bearing checking account balances;
    
    a $68.1 million increase in 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, loan repayments and increases in deposit account
balances;
    
    an increase in BankAtlantic Bancorps junior subordinated debenture liability due to
interest deferrals; 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.
 New Accounting Pronouncements
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BFC Activities
 BFC Activities
    For the Three Months Ended
    
    
    Change
    
    
    For the Nine Months Ended
    
    
    ChangeSeptember 30,
    
    
    2009 vs.
    
    
    September 30,
    
    
    2009 vs.2009
    
    
    2008
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2008RevenuesInterest and dividend income
    
    $
    1,071
    
    
    
    327
    
    
    
    744
    
    
    
    2,183
    
    
    
    1,089
    
    
    
    1,094Securities activities, net
    
    
    
    
    
    
    795
    
    
    
    (795
    )
    
    
    
    
    
    
    898
    
    
    
    (898
    )Other income, net
    
    
    873
    
    
    
    950
    
    
    
    (77
    )
    
    
    2,790
    
    
    
    3,845
    
    
    
    (1,055
    )1,944
    
    
    
    2,072
    
    
    
    (128
    )
    
    
    4,973
    
    
    
    5,832
    
    
    
    (859
    )Cost and ExpensesCost of sales of real estate
    
    
    6,297
    
    
    
    48
    
    
    
    6,249
    
    
    
    6,297
    
    
    
    110
    
    
    
    6,187Employee compensation and
benefits
    
    
    2,214
    
    
    
    1,986
    
    
    
    228
    
    
    
    6,527
    
    
    
    7,490
    
    
    
    (963
    )Impairment of goodwill
    
    
    (583
    )
    
    
    
    
    
    
    (583
    )
    
    
    (583
    )
    
    
    
    
    
    
    (583
    )Other expenses
    
    
    2,178
    
    
    
    677
    
    
    
    1,501
    
    
    
    3,645
    
    
    
    2,405
    
    
    
    1,24010,106
    
    
    
    2,711
    
    
    
    7,395
    
    
    
    15,886
    
    
    
    10,005
    
    
    
    5,881Equity loss from
unconsolidated subsidiaries
    
    
    21
    
    
    
    (28
    )
    
    
    49
    
    
    
    2
    
    
    
    (81
    )
    
    
    83Impairment of investment
in unconsolidated affiliate
    
    
    
    
    
    
    4,693
    
    
    
    (4,693
    )
    
    
    
    
    
    
    4,693
    
    
    
    (4,693
    )Loss from continuing operations
Before income taxes
    
    
    (8,141
    )
    
    
    4,026
    
    
    
    (12,167
    )
    
    
    (10,911
    )
    
    
    439
    
    
    
    (11,350
    )Benefit for income taxes
    
    
    
    
    
    
    (5,132
    )
    
    
    5,132
    
    
    
    
    
    
    
    (12,178
    )
    
    
    12,178(Loss) income from
continuing operations
    
    $
    (8,141
    )
    
    
    9,158
    
    
    
    (17,299
    )
    
    
    (10,911
    )
    
    
    12,617
    
    
    
    (23,528
    )
    61




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BFC Activities
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BFC Activities
   Liquidity and Capital Resources of BFC Activities Segment
  For the Nine Months EndedSeptember 30,2009
    
    
    2008Net cash provided by (used in):Operating activities
    
    $
    (4,800
    )
    
    
    (5,125
    )Investing activities
    
    
    (1,089
    )
    
    
    (1,359
    )Financing activities
    
    
    (571
    )
    
    
    (626
    )Decrease in cash and cash equivalents
    
    
    (6,460
    )
    
    
    (7,110
    )Cash and cash equivalents at beginning of period
    
    
    9,719
    
    
    
    18,898Cash and cash equivalents at end of period
    
    $
    3,259
    
    
    
    11,788
   
    
    A dividend from Woodbridge following the Merger in September
2009;
    
    Revenues from shared services activities for affiliated companies;
    
    Dividends from Benihanas Convertible Preferred Stock;
    
    Venture partnership distributions;
    
    Revenues from BFC/CCC in 2008; and
    
    Dividends from BankAtlantic Bancorp until January 2009.
  
    
    Purchase shares of BankAtlantic Bancorp Class A Common Stock as discussed below;
    
    Pay dividends on BFCs outstanding 5% Preferred Stock; and
    
    Fund BFCs operating and general and administrative expenses, including shared services
costs.
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BFC Activities
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BFC Activities
       65




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##### Table of Contents



Woodbridge Operations
 Woodbridge Operations
 The operations of Woodbridge Holdings, LLC, BFCs wholly-owned subsidiary, and its
subsidiaries are presented in two reportable segments, which are Land Division and Woodbridge Other
Operations.
   Land Division Overview
   Woodbridge Other Operations Overview
    66




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##### Table of Contents



Woodbridge Operations
   Woodbridge Consolidated Results of Operations
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeRevenuesSales of real estate
    
    $
    130
    
    
    
    10,522
    
    
    
    (10,392
    )
    
    
    3,324
    
    
    
    13,071
    
    
    
    (9,747
    )Other revenues
    
    
    2,965
    
    
    
    3,155
    
    
    
    (190
    )
    
    
    8,901
    
    
    
    8,863
    
    
    
    38Total revenues
    
    
    3,095
    
    
    
    13,677
    
    
    
    (10,582
    )
    
    
    12,225
    
    
    
    21,934
    
    
    
    (9,709
    )Costs and expensesCost of sales of real estate
    
    
    25,367
    
    
    
    7,015
    
    
    
    18,352
    
    
    
    27,361
    
    
    
    8,801
    
    
    
    18,560Selling, general and administrative expenses
    
    
    9,776
    
    
    
    12,598
    
    
    
    (2,822
    )
    
    
    30,879
    
    
    
    38,177
    
    
    
    (7,298
    )Interest expense
    
    
    4,320
    
    
    
    2,503
    
    
    
    1,817
    
    
    
    10,840
    
    
    
    8,059
    
    
    
    2,781Impairment of goodwill
    
    
    2,001
    
    
    
    
    
    
    
    2,001
    
    
    
    2,001
    
    
    
    
    
    
    
    2,001Total costs and expenses
    
    
    41,464
    
    
    
    22,116
    
    
    
    19,348
    
    
    
    71,081
    
    
    
    55,037
    
    
    
    16,044Earnings from Bluegreen Corporation
    
    
    11,781
    
    
    
    2,241
    
    
    
    9,540
    
    
    
    28,831
    
    
    
    3,978
    
    
    
    24,853Impairment of investment in Bluegreen
    
    
    (10,780
    )
    
    
    (53,576
    )
    
    
    42,796
    
    
    
    (31,181
    )
    
    
    (53,576
    )
    
    
    22,395Impairment of other investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    
    
    
    
    (2,396
    )Gain on settlement of investment in subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,369
    
    
    
    
    
    
    
    40,369Interest and other income
    
    
    389
    
    
    
    3,771
    
    
    
    (3,382
    )
    
    
    1,232
    
    
    
    7,325
    
    
    
    (6,093
    )Loss before income taxes and noncontrolling
interest
    
    
    (36,979
    )
    
    
    (56,003
    )
    
    
    19,024
    
    
    
    (22,001
    )
    
    
    (75,376
    )
    
    
    53,375(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (36,979
    )
    
    
    (56,003
    )
    
    
    19,024
    
    
    
    (22,001
    )
    
    
    (75,376
    )
    
    
    53,375Less: Net loss attributable to noncontrolling interest
    
    
    376
    
    
    
    
    
    
    
    376
    
    
    
    850
    
    
    
    
    
    
    
    850Net loss attributable to Woodbridge
    
    $
    (36,603
    )
    
    
    (56,003
    )
    
    
    19,400
    
    
    
    (21,151
    )
    
    
    (75,376
    )
    
    
    54,225
 67




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Woodbridge Operations
 For the Three Months Ended September 30, 2009 Compared to the Same 2008 Period:
  Sales of real estate
  Three Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    130
    
    
    
    8,450
    
    
    
    (8,320
    )Woodbridge Other Operations
    
    
    
    
    
    
    1,847
    
    
    
    (1,847
    )Eliminations
    
    
    
    
    
    
    225
    
    
    
    (225
    )$
    130
    
    
    
    10,522
    
    
    
    (10,392
    )
  Other revenues
  Three Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,352
    
    
    
    2,879
    
    
    
    (527
    )Woodbridge Other Operations
    
    
    622
    
    
    
    276
    
    
    
    346Eliminations
    
    
    (9
    )
    
    
    
    
    
    
    (9
    )$
    2,965
    
    
    
    3,155
    
    
    
    (190
    )
  68




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##### Table of Contents



Woodbridge Operations
  Cost of sales of real estate
  Three Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    17,980
    
    
    
    5,029
    
    
    
    12,951Woodbridge Other Operations
    
    
    4,300
    
    
    
    1,906
    
    
    
    2,394Eliminations
    
    
    3,087
    
    
    
    80
    
    
    
    3,007$
    25,367
    
    
    
    7,015
    
    
    
    18,352
  Selling, general and administrative expenses
  Three Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    4,868
    
    
    
    6,253
    
    
    
    (1,385
    )Woodbridge Other Operations
    
    
    4,908
    
    
    
    6,496
    
    
    
    (1,588
    )Eliminations
    
    
    
    
    
    
    (151
    )
    
    
    151$
    9,776
    
    
    
    12,598
    
    
    
    (2,822
    )
  69




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##### Table of Contents



Woodbridge Operations
 Interest expense
  Three Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,939
    
    
    
    758
    
    
    
    1,181Woodbridge Other Operations
    
    
    2,381
    
    
    
    1,745
    
    
    
    636$
    4,320
    
    
    
    2,503
    
    
    
    1,817
  Impairment of Goodwill
  Three Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    
    
    
    
    
    
    
    
    Woodbridge Other Operations
    
    
    2,001
    
    
    
    
    
    
    
    2,001$
    2,001
    
    
    
    
    
    
    
    2,001
  Earnings from Bluegreen Corporation
  Interest and Other Income
  70




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##### Table of Contents



Woodbridge Operations
  For the Nine Months Ended September 30, 2009 Compared to the Same 2008 Period:
  Sales of real estate
  Nine Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,965
    
    
    
    10,315
    
    
    
    (7,350
    )Woodbridge Other Operations
    
    
    320
    
    
    
    2,482
    
    
    
    (2,162
    )Eliminations
    
    
    39
    
    
    
    274
    
    
    
    (235
    )$
    3,324
    
    
    
    13,071
    
    
    
    (9,747
    )
  Other revenues
  Nine Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    7,162
    
    
    
    8,077
    
    
    
    (915
    )Woodbridge Other Operations
    
    
    1,765
    
    
    
    786
    
    
    
    979Eliminations
    
    
    (26
    )
    
    
    
    
    
    
    (26
    )$
    8,901
    
    
    
    8,863
    
    
    
    38
 71




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##### Table of Contents



Woodbridge Operations
  Cost of sales of real estate
  Nine Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    19,786
    
    
    
    6,202
    
    
    
    13,584Woodbridge Other Operations
    
    
    4,473
    
    
    
    2,493
    
    
    
    1,980Eliminations
    
    
    3,102
    
    
    
    106
    
    
    
    2,996Consolidated
    
    $
    27,361
    
    
    
    8,801
    
    
    
    18,560
  Selling, general and administrative expenses
  Nine Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    16,277
    
    
    
    17,104
    
    
    
    (827
    )Woodbridge Other Operations
    
    
    14,624
    
    
    
    21,243
    
    
    
    (6,619
    )Eliminations
    
    
    (22
    )
    
    
    (170
    )
    
    
    148$
    30,879
    
    
    
    38,177
    
    
    
    (7,298
    )
  72




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##### Table of Contents



Woodbridge Operations
  Interest expense
  Nine Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    4,610
    
    
    
    2,622
    
    
    
    1,988Woodbridge Other Operations
    
    
    6,230
    
    
    
    6,522
    
    
    
    (292
    )Eliminations
    
    
    
    
    
    
    (1,085
    )
    
    
    1,085$
    10,840
    
    
    
    8,059
    
    
    
    2,781
  Impairment of Goodwill
  Nine Months Ended September 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    
    
    
    
    
    
    
    
    Woodbridge Other Operations
    
    
    2,001
    
    
    
    
    
    
    
    2,001$
    2,001
    
    
    
    
    
    
    
    2,001
  Earnings from Bluegreen Corporation
  Interest and Other Income
  73




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##### Table of Contents



Woodbridge Operations
  Land Division Operational Data
 Three Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeAcres sold
    
    
    
    
    
    
    36
    
    
    
    (36
    )
    
    
    13
    
    
    
    39
    
    
    
    (26
    )Margin percentage (a) (b)
    
    
    
    
    
    
    40.5
    %
    
    
    (40.5
    )%
    
    
    36.7
    %
    
    
    39.9
    %
    
    
    (3.2
    )%Unsold saleable acres
    
    
    6,626
    
    
    
    6,641
    
    
    
    (15
    )
    
    
    6,626
    
    
    
    6,641
    
    
    
    (15
    )Acres subject to sales
contracts  third
parties (c)
    
    
    8
    
    
    
    17
    
    
    
    (9
    )
    
    
    8
    
    
    
    17
    
    
    
    (9
    )Aggregate sales price of
acres subject to sales
contracts to third
parties (in thousands)
(c)
    
    $
    
    
    
    
    1,879
    
    
    
    (1,879
    )
    
    
    
    
    
    
    1,879
    
    
    
    (1,879
    )
 
 (a)
    
    Includes revenues from look back provisions and recognition of deferred revenue associated with sales in prior periods. Margin percentage
for the three months ended September 30, 2009 was not included as it relates to an insignificant amount of recognition of deferred revenue.(b)
    
    Excludes a $25.3 million impairment charge of inventory of real estate recorded in the three months ended September 30, 2009.(c)
    
    As of September 30, 2009, approximately 8 acres were subject to a sales contract with a sales price which could range from $3.0 million
to $3.9 million at a cost of approximately $2.2 million. The sale is contingent upon the purchaser obtaining financing and, if consummated on the
contemplated terms, would not result in a loss.   74




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##### Table of Contents



Woodbridge Operations
 Woodbridge Liquidity and Capital Resources
        75




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##### Table of Contents



Woodbridge Operations
  Core Communities
       76




---



##### Table of Contents



Woodbridge Operations
    Off Balance Sheet Arrangements and Contractual Obligations
   77




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##### Table of Contents



Woodbridge Operations
    Payments due by periodLess than
    
    
    2 - 3
    
    
    4 - 5
    
    
    More thanCategory
    
    Total
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsLong-term debt obligations (1) (2)
    
    $
    347,695
    
    
    
    8,305
    
    
    
    216,128
    
    
    
    2,510
    
    
    
    120,752Operating lease obligations
    
    
    1,710
    
    
    
    813
    
    
    
    637
    
    
    
    260
    
    
    
    Total obligations
    
    $
    349,405
    
    
    
    9,118
    
    
    
    216,765
    
    
    
    2,770
    
    
    
    120,752
 
 (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 requirements.    78




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##### Table of Contents



Woodbridge Operations
   79




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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 September 30, 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
  80




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Consolidated Results of Operations
  For the Three Months Ended September 30,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (35,304
    )
    
    
    (2,092
    )
    
    
    (33,212
    )Parent Company
    
    
    (16,784
    )
    
    
    (8,890
    )
    
    
    (7,894
    )Net loss
    
    $
    (52,088
    )
    
    
    (10,982
    )
    
    
    (41,106
    )
 For the Three Months Ended September 30, 2009 Compared to the Same 2008 Period:
   81




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  For the Nine Months Ended September 30,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (100,071
    )
    
    
    (33,132
    )
    
    
    (66,939
    )Parent Company
    
    
    (36,985
    )
    
    
    (21,777
    )
    
    
    (15,208
    )Net loss
    
    $
    (137,056
    )
    
    
    (54,909
    )
    
    
    (82,147
    )
 For the Nine Months Ended September 30, 2009 Compared to the Same 2008 Period:
   82




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet  Yield / Rate AnalysisFor the Three Months EndedSeptember 30, 2009
    
    
    September 30, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,066,363
    
    
    
    44,968
    
    
    
    4.42
    
    
    $
    4,451,976
    
    
    
    60,785
    
    
    
    5.46Investments
    
    
    574,604
    
    
    
    8,700
    
    
    
    6.06
    
    
    
    1,318,289
    
    
    
    20,159
    
    
    
    6.12Total interest earning assets
    
    
    4,640,967
    
    
    
    53,668
    
    
    
    4.63
    %
    
    
    5,770,265
    
    
    
    80,944
    
    
    
    5.61
    %Goodwill and core deposit intangibles
    
    
    16,297
    
    
    
    
    
    
    
    
    
    
    
    75,029Other non-interest earning assets
    
    
    318,033
    
    
    
    
    
    
    
    
    
    
    
    417,035Total Assets
    
    $
    4,975,297
    
    
    
    
    
    
    
    
    
    
    $
    6,262,329Deposits:Savings
    
    $
    431,516
    
    
    
    367
    
    
    
    0.34
    %
    
    $
    471,270
    
    
    
    963
    
    
    
    0.81
    %NOW
    
    
    1,237,459
    
    
    
    1,930
    
    
    
    0.62
    
    
    
    955,392
    
    
    
    2,256
    
    
    
    0.94Money market
    
    
    392,344
    
    
    
    642
    
    
    
    0.65
    
    
    
    557,343
    
    
    
    2,089
    
    
    
    1.49Certificates of deposit
    
    
    1,175,821
    
    
    
    6,480
    
    
    
    2.19
    
    
    
    1,138,615
    
    
    
    10,244
    
    
    
    3.58Total interest bearing deposits
    
    
    3,237,140
    
    
    
    9,419
    
    
    
    1.15
    
    
    
    3,122,620
    
    
    
    15,552
    
    
    
    1.98Short-term borrowed funds
    
    
    47,186
    
    
    
    15
    
    
    
    0.13
    
    
    
    92,319
    
    
    
    378
    
    
    
    1.63Advances from FHLB
    
    
    410,628
    
    
    
    2,494
    
    
    
    2.41
    
    
    
    1,598,111
    
    
    
    13,401
    
    
    
    3.34Long-term debt
    
    
    22,737
    
    
    
    255
    
    
    
    4.45
    
    
    
    26,088
    
    
    
    418
    
    
    
    6.37Total interest bearing liabilities
    
    
    3,717,691
    
    
    
    12,183
    
    
    
    1.30
    
    
    
    4,839,138
    
    
    
    29,749
    
    
    
    2.45Demand deposits
    
    
    808,802
    
    
    
    
    
    
    
    
    
    
    
    812,402Non-interest bearing other liabilities
    
    
    63,870
    
    
    
    
    
    
    
    
    
    
    
    53,279Total Liabilities
    
    
    4,590,363
    
    
    
    
    
    
    
    
    
    
    
    5,704,819Stockholders equity
    
    
    384,934
    
    
    
    
    
    
    
    
    
    
    
    557,510Total liabilities and stockholders
equity
    
    $
    4,975,297
    
    
    
    
    
    
    
    
    
    
    $
    6,262,329Net interest income
    
    
    
    
    
    $
    41,485
    
    
    
    3.33
    %
    
    
    
    
    
    $
    51,195
    
    
    
    3.16
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.63
    %
    
    
    
    
    
    
    
    
    
    
    5.61
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.04
    
    
    
    
    
    
    
    
    
    
    
    2.05Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.59
    %
    
    
    
    
    
    
    
    
    
    
    3.56
    %
 For the Three Months Ended September 30, 2009 Compared to the Same 2008 Period:
   83




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##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
   Average Balance Sheet  Yield / Rate AnalysisFor the Nine Months EndedSeptember 30, 2009
    
    
    September 30, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,215,306
    
    
    
    142,159
    
    
    
    4.50
    
    
    $
    4,519,948
    
    
    
    190,387
    
    
    
    5.62
    %Investments
    
    
    736,500
    
    
    
    30,908
    
    
    
    5.60
    
    
    
    1,150,224
    
    
    
    51,996
    
    
    
    6.03Total interest earning assets
    
    
    4,951,806
    
    
    
    173,067
    
    
    
    4.66
    %
    
    
    5,670,172
    
    
    
    242,383
    
    
    
    5.70Goodwill and core deposit intangibles
    
    
    19,593
    
    
    
    
    
    
    
    
    
    
    
    75,381Other non-interest earning assets
    
    
    332,853
    
    
    
    
    
    
    
    
    
    
    
    422,172Total Assets
    
    $
    5,304,252
    
    
    
    
    
    
    
    
    
    
    $
    6,167,725Deposits:Savings
    
    $
    441,270
    
    
    
    1,258
    
    
    
    0.38
    %
    
    $
    529,723
    
    
    
    4,265
    
    
    
    1.08
    %NOW
    
    
    1,148,733
    
    
    
    5,155
    
    
    
    0.60
    
    
    
    941,297
    
    
    
    6,837
    
    
    
    0.97Money market
    
    
    408,656
    
    
    
    2,089
    
    
    
    0.68
    
    
    
    594,338
    
    
    
    7,674
    
    
    
    1.72Certificates of deposit
    
    
    1,243,603
    
    
    
    25,431
    
    
    
    2.73
    
    
    
    1,016,390
    
    
    
    29,877
    
    
    
    3.93Total interest bearing deposits
    
    
    3,242,262
    
    
    
    33,933
    
    
    
    1.40
    
    
    
    3,081,748
    
    
    
    48,653
    
    
    
    2.11Short-term borrowed funds
    
    
    129,487
    
    
    
    223
    
    
    
    0.23
    
    
    
    142,181
    
    
    
    2,491
    
    
    
    2.34Advances from FHLB
    
    
    644,516
    
    
    
    14,740
    
    
    
    3.06
    
    
    
    1,471,029
    
    
    
    40,780
    
    
    
    3.70Long-term debt
    
    
    22,778
    
    
    
    839
    
    
    
    4.92
    
    
    
    26,272
    
    
    
    1,336
    
    
    
    6.79Total interest bearing liabilities
    
    
    4,039,043
    
    
    
    49,735
    
    
    
    1.65
    
    
    
    4,721,230
    
    
    
    93,260
    
    
    
    2.64Demand deposits
    
    
    798,390
    
    
    
    
    
    
    
    
    
    
    
    848,558Non-interest bearing other liabilities
    
    
    62,751
    
    
    
    
    
    
    
    
    
    
    
    49,308Total Liabilities
    
    
    4,900,184
    
    
    
    
    
    
    
    
    
    
    
    5,619,096Stockholders equity
    
    
    404,068
    
    
    
    
    
    
    
    
    
    
    
    548,629Total liabilities and stockholders equity
    
    $
    5,304,252
    
    
    
    
    
    
    
    
    
    
    $
    6,167,725Net interest income/netinterest spread
    
    
    
    
    
    $
    123,332
    
    
    
    3.01
    %
    
    
    
    
    
    $
    149,123
    
    
    
    3.06
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.66
    %
    
    
    
    
    
    
    
    
    
    
    5.70
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.34
    
    
    
    
    
    
    
    
    
    
    
    2.20Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.32
    %
    
    
    
    
    
    
    
    
    
    
    3.50
    %
 84




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##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
 For the Nine Months Ended September 30, 2009 Compared to the Same 2008 Period:
  Asset Quality
  As ofSeptember 30, 2009
    
    
    December 31, 2008NONPERFORMING ASSETSTax certificates
    
    $
    3,011
    
    
    
    1,441Commercial real estate
    
    
    189,720
    
    
    
    161,947Consumer
    
    
    11,336
    
    
    
    6,763Small business
    
    
    9,693
    
    
    
    4,644Residential real estate (1)
    
    
    76,022
    
    
    
    34,734Commercial business
    
    
    8,094
    
    
    
    Total nonaccrual assets(2)
    
    $
    297,876
    
    
    
    209,529Residential real estate owned
    
    $
    5,606
    
    
    
    2,285Commercial real estate owned
    
    
    25,011
    
    
    
    16,500Small business real estate owned
    
    
    179
    
    
    
    260Other repossessed assets
    
    
    13
    
    
    
    Total repossessed assets
    
    
    30,809
    
    
    
    19,045Total nonperforming assets, net
    
    $
    328,685
    
    
    
    228,574AllowancesAllowance for loan losses
    
    $
    165,975
    
    
    
    125,572Allowance for tax certificate losses
    
    
    6,881
    
    
    
    6,064Total allowances
    
    $
    172,856
    
    
    
    131,636POTENTIAL PROBLEM LOANSContractually past due 90 days or more (3)
    
    $
    439
    
    
    
    15,721Performing impaired loans (4)
    
    
    62,330
    
    
    
    Troubled debt restructured
    
    
    103,305
    
    
    
    25,843TOTAL POTENTIAL PROBLEM LOANS
    
    $
    166,074
    
    
    
    41,564
 
 (1)
    
    Includes $45.5 million and $20.8 million of interest-only residential loans as of
September 30, 2009 and December 31, 2008, respectively.(2)
    
    Includes $51.9 million and $0 of troubled debt restructured loans as of September 30, 2009
and December 31, 2008, respectively.(3)
    
    The majority of these loans have matured and the borrowers continue to make payments
under the matured agreements.(4)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans; however, the timing of the payments may not be in accordance
with the contractual terms of the loan agreement.  85




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##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
      Carrying
    
    
    Specific
    
    
    Date Loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Amount
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (3)
    
    
    Type
    
    
    Full AppraisalResidential Land DevelopersRelationship No. 1
    
    $
    25,000
    
    
    
    2,537
    
    
    Oct-04
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land A&D (4)
    
    Oct-08Relationship No. 2 (2)
    
    
    14,284
    
    
    
    6,938
    
    
    Aug-04
    
    
    Q4-2008
    
    
    
    Q1-2009
    
    
    Builder Land
    
    Nov-08Relationship No. 3
    
    
    12,500
    
    
    
    
    
    
    Aug-06
    
    
    Q1-2009
    
    
    
    Q1-2009
    
    
    Land A&D (4)
    
    Jan-09Relationship No. 4 (1)
    
    
    12,366
    
    
    
    9,307
    
    
    Aug-04
    
    
    Q3-2007
    
    
    
    Q4-2007
    
    
    Builder Land
    
    Dec-08Total
    
    
    64,150
    
    
    
    18,782Commercial Land DevelopersRelationship No. 5
    
    
    10,897
    
    
    
    7,637
    
    
    Jul-07
    
    
    Q3-2009
    
    
    
    Q3-2009
    
    
    Commercial Land
    
    Aug-09Relationship No. 6
    
    
    10,537
    
    
    
    
    
    
    Dec-04
    
    
    Q3-2008
    
    
    
    Q1-2009
    
    
    Commercial Land
    
    Dec-08Relationship No. 7
    
    
    18,954
    
    
    
    5,900
    
    
    Dec-06
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Construction  Mixed use
    
    Jan-09Total
    
    
    40,388
    
    
    
    13,537Total of Large Relationships
    
    $
    104,538
    
    
    
    32,319
 
 (1)
    
    During 2008, BankAtlantic recognized partial charge-offs on relationship No. 4 of
$7.7 million.(2)
    
    A modification was executed, and the loan is reported as a troubled debt restructure but
is currently not in default.(3)
    
    The default date is defined as the date of the initial missed payment prior to default.(4)
    
    Acquisition and development (A&D)  86




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##### Table of Contents



Financial Services  (BankAtlantic Bancorp)
      FICOAmortizing Purchased Residential Loans
    
    Scores
    
    Current
    
    
    
    
    
    AverageYear
    
    Carrying
    
    LTV at
    
    Current
    
    at
    
    FICO
    
    Amount
    
    Debt Ratiosof Origination
    
    Amount
    
    Origination
    
    LTV (1)
    
    Origination
    
    Scores (2)
    
    Delinquent
    
    at Origination (3)2007
    
    $
    63,989
    
    
    
    63.99
    %
    
    
    85.09
    %
    
    
    744
    
    
    
    748
    
    
    $
    2,152
    
    
    
    31.97
    %2006
    
    
    67,746
    
    
    
    70.82
    %
    
    
    91.81
    %
    
    
    737
    
    
    
    729
    
    
    
    4,208
    
    
    
    35.48
    %2005
    
    
    44,663
    
    
    
    72.83
    %
    
    
    85.32
    %
    
    
    725
    
    
    
    723
    
    
    
    8,295
    
    
    
    36.25
    %2004
    
    
    369,689
    
    
    
    66.93
    %
    
    
    62.31
    %
    
    
    737
    
    
    
    732
    
    
    
    17,978
    
    
    
    34.04
    %Prior to 2004
    
    
    198,227
    
    
    
    67.12
    %
    
    
    47.32
    %
    
    
    735
    
    
    
    736
    
    
    
    6,189
    
    
    
    31.38
    %FICOInterest Only Purchased Residential Loans
    
    Scores
    
    Current
    
    
    
    
    
    AverageYear
    
    Carrying
    
    LTV at
    
    Current
    
    at
    
    FICO
    
    Amount
    
    Debt Ratiosof Origination
    
    Amount
    
    Origination
    
    LTV (1)
    
    Origination
    
    Scores (2)
    
    Delinquent
    
    at Origination (3)2007
    
    $
    105,178
    
    
    
    71.88
    %
    
    
    95.90
    %
    
    
    750
    
    
    
    739
    
    
    $
    13,831
    
    
    
    33.77
    %2006
    
    
    231,144
    
    
    
    73.65
    %
    
    
    93.69
    %
    
    
    741
    
    
    
    735
    
    
    
    28,052
    
    
    
    35.01
    %2005
    
    
    242,657
    
    
    
    69.59
    %
    
    
    84.63
    %
    
    
    739
    
    
    
    750
    
    
    
    11,978
    
    
    
    33.89
    %2004
    
    
    134,325
    
    
    
    72.05
    %
    
    
    76.86
    %
    
    
    738
    
    
    
    720
    
    
    
    9,603
    
    
    
    32.25
    %Prior to 2004
    
    
    109,903
    
    
    
    59.94
    %
    
    
    59.05
    %
    
    
    749
    
    
    
    748
    
    
    
    4,621
    
    
    
    30.25
    %
 87




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosState
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)Arizona
    
    $
    11,650
    
    
    
    65.53
    %
    
    
    59.85
    %
    
    
    734
    
    
    
    725
    
    
    $
    842
    
    
    
    33.22
    %California
    
    
    171,681
    
    
    
    66.82
    %
    
    
    62.98
    %
    
    
    742
    
    
    
    743
    
    
    
    8,912
    
    
    
    34.78
    %Florida
    
    
    95,910
    
    
    
    70.44
    %
    
    
    64.05
    %
    
    
    723
    
    
    
    716
    
    
    
    8,424
    
    
    
    34.78
    %Nevada
    
    
    4,886
    
    
    
    69.35
    %
    
    
    75.10
    %
    
    
    739
    
    
    
    735
    
    
    
    
    
    
    
    36.56
    %Other States
    
    
    460,187
    
    
    
    67.35
    %
    
    
    65.42
    %
    
    
    736
    
    
    
    736
    
    
    
    20,645
    
    
    
    33.11
    %
 Interest Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosState
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)Arizona
    
    $
    26,597
    
    
    
    71.75
    %
    
    
    98.54
    %
    
    
    745
    
    
    
    728
    
    
    $
    5,127
    
    
    
    30.77
    %California
    
    
    235,686
    
    
    
    70.49
    %
    
    
    85.50
    %
    
    
    739
    
    
    
    730
    
    
    
    31,026
    
    
    
    34.24
    %Florida
    
    
    58,212
    
    
    
    68.14
    %
    
    
    88.71
    %
    
    
    750
    
    
    
    745
    
    
    
    9,995
    
    
    
    31.25
    %Nevada
    
    
    12,405
    
    
    
    73.64
    %
    
    
    101.75
    %
    
    
    745
    
    
    
    735
    
    
    
    2,656
    
    
    
    36.15
    %Other States
    
    
    490,307
    
    
    
    70.05
    %
    
    
    81.82
    %
    
    
    743
    
    
    
    744
    
    
    
    19,281
    
    
    
    33.47
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of
the first quarter of 2009 and obtained from automated valuation models.(2)
    
    Current FICO scores based on borrowers for which FICO scores were available as of the third
quarter of 2009.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service.    As of September 30, 2009
    
    
    As of December 31, 2008Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    38,899
    
    
    
    83,037
    
    
    
    
    
    
    
    25,843Small business
    
    
    4,029
    
    
    
    7,572
    
    
    
    
    
    
    
    Consumer
    
    
    1,254
    
    
    
    10,893
    
    
    
    
    
    
    
    Residential
    
    
    7,734
    
    
    
    1,803
    
    
    
    
    
    
    
    Total
    
    $
    51,916
    
    
    
    103,305
    
    
    
    
    
    
    
    25,843
  88




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   September 30, 2009
    
    
    December 31, 2008ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    Loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    3,174
    
    
    
    2.15
    %
    
    
    3.71
    %
    
    $
    3,173
    
    
    
    2.22
    %
    
    
    3.15
    %Commercial real estate
    
    
    88,164
    
    
    
    7.53
    
    
    
    29.49
    
    
    
    75,850
    
    
    
    5.44
    
    
    
    30.69Small business
    
    
    9,178
    
    
    
    2.94
    
    
    
    7.85
    
    
    
    8,133
    
    
    
    2.49
    
    
    
    7.20Residential real estate
    
    
    23,724
    
    
    
    1.45
    
    
    
    41.29
    
    
    
    6,034
    
    
    
    0.31
    
    
    
    42.56Consumer
    
    
    41,735
    
    
    
    5.95
    
    
    
    17.66
    
    
    
    32,382
    
    
    
    4.35
    
    
    
    16.40Total allowance for
loan losses
    
    $
    165,975
    
    
    
    4.18
    %
    
    
    100.00
    %
    
    $
    125,572
    
    
    
    2.76
    %
    
    
    100.00
    %
   September 30,
    
    
    December 31,2009
    
    
    2008Commercial
    
    $
    51,670
    
    
    
    29,208Small business
    
    
    402
    
    
    
    625Consumer
    
    
    2,742
    
    
    
    Residential
    
    
    5,258
    
    
    
    Total
    
    $
    60,072
    
    
    
    29,833
  89




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    156,821
    
    
    
    98,424
    
    
    
    125,572
    
    
    
    94,020Charge-offsResidential
    
    
    (7,174
    )
    
    
    (1,077
    )
    
    
    (15,685
    )
    
    
    (2,728
    )Commercial
    
    
    (21,541
    )
    
    
    (4,965
    )
    
    
    (37,636
    )
    
    
    (60,057
    )Commercial business
    
    
    
    
    
    
    
    
    
    
    (516
    )
    
    
    Consumer
    
    
    (12,490
    )
    
    
    (7,684
    )
    
    
    (31,929
    )
    
    
    (19,745
    )Small business
    
    
    (2,249
    )
    
    
    (1,471
    )
    
    
    (7,367
    )
    
    
    (3,131
    )Total Charge-offs
    
    
    (43,454
    )
    
    
    (15,197
    )
    
    
    (93,133
    )
    
    
    (85,661
    )Recoveries of loans previously
charged-off
    
    
    362
    
    
    
    284
    
    
    
    1,815
    
    
    
    903Net (charge-offs)
    
    
    (43,092
    )
    
    
    (14,913
    )
    
    
    (91,318
    )
    
    
    (84,758
    )Transfer of specific reserves to
parent company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,440
    )Provision for loan losses
    
    
    52,246
    
    
    
    22,924
    
    
    
    131,721
    
    
    
    103,613Balance, end of period
    
    $
    165,975
    
    
    
    106,435
    
    
    
    165,975
    
    
    
    106,435
  BankAtlantics Non-Interest Income
 For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeService charges on deposits
    
    $
    19,767
    
    
    
    23,924
    
    
    
    (4,157
    )
    
    
    57,799
    
    
    
    72,404
    
    
    
    (14,605
    )Other service charges and
fees
    
    
    7,355
    
    
    
    7,309
    
    
    
    46
    
    
    
    22,439
    
    
    
    21,863
    
    
    
    576Securities activities, net
    
    
    4,774
    
    
    
    1
    
    
    
    4,773
    
    
    
    11,161
    
    
    
    2,302
    
    
    
    8,859Income from unconsolidated
affiliates
    
    
    108
    
    
    
    122
    
    
    
    (14
    )
    
    
    289
    
    
    
    1,382
    
    
    
    (1,093
    )Other
    
    
    3,488
    
    
    
    2,562
    
    
    
    926
    
    
    
    9,445
    
    
    
    8,248
    
    
    
    1,197Non-interest income
    
    $
    35,492
    
    
    
    33,918
    
    
    
    1,574
    
    
    
    101,133
    
    
    
    106,199
    
    
    
    (5,066
    )
  90




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       BankAtlantics Non-Interest Expense
 For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeEmployee compensation and benefits
    
    $
    23,917
    
    
    
    30,353
    
    
    
    (6,436
    )
    
    
    76,980
    
    
    
    96,714
    
    
    
    (19,734
    )Occupancy and equipment
    
    
    14,553
    
    
    
    15,993
    
    
    
    (1,440
    )
    
    
    44,305
    
    
    
    48,547
    
    
    
    (4,242
    )Advertising and business promotion
    
    
    1,514
    
    
    
    3,388
    
    
    
    (1,874
    )
    
    
    6,141
    
    
    
    11,813
    
    
    
    (5,672
    )Check losses
    
    
    1,146
    
    
    
    2,094
    
    
    
    (948
    )
    
    
    2,981
    
    
    
    6,913
    
    
    
    (3,932
    )Professional fees
    
    
    2,752
    
    
    
    2,696
    
    
    
    56
    
    
    
    8,032
    
    
    
    6,960
    
    
    
    1,072Supplies and postage
    
    
    987
    
    
    
    1,076
    
    
    
    (89
    )
    
    
    2,978
    
    
    
    3,360
    
    
    
    (382
    )Telecommunication
    
    
    348
    
    
    
    748
    
    
    
    (400
    )
    
    
    1,622
    
    
    
    3,570
    
    
    
    (1,948
    )Cost associated with debt redemption
    
    
    5,431
    
    
    
    
    
    
    
    5,431
    
    
    
    7,463
    
    
    
    2
    
    
    
    7,461Provision for tax certificates
    
    
    (198
    )
    
    
    2,838
    
    
    
    (3,036
    )
    
    
    2,702
    
    
    
    3,645
    
    
    
    (943
    )Restructuring charges and exit
activities
    
    
    461
    
    
    
    (480
    )
    
    
    941
    
    
    
    3,708
    
    
    
    3,421
    
    
    
    287Impairment of real estate owned
    
    
    137
    
    
    
    1,002
    
    
    
    (865
    )
    
    
    760
    
    
    
    1,242
    
    
    
    (482
    )Impairment of real estate held for sale
    
    
    1,131
    
    
    
    
    
    
    
    1,131
    
    
    
    1,165
    
    
    
    1,746
    
    
    
    (581
    )Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    
    
    
    
    9,124FDIC special assessment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,428
    
    
    
    
    
    
    
    2,428Other
    
    
    7,853
    
    
    
    7,098
    
    
    
    755
    
    
    
    22,423
    
    
    
    19,836
    
    
    
    2,587Total non-interest expense
    
    $
    60,032
    
    
    
    66,806
    
    
    
    (6,774
    )
    
    
    192,812
    
    
    
    207,769
    
    
    
    (14,957
    )-
  91




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Financial Services
(BankAtlantic Bancorp)
            92




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Financial Services
(BankAtlantic Bancorp)
     BankAtlantic Bancorp Parent Company Results of Operations
 For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeNet interest expense
    
    $
    (3,633
    )
    
    
    (4,778
    )
    
    
    1,145
    
    
    
    (11,460
    )
    
    
    (14,476
    )
    
    
    3,016Provision for loan losses
    
    
    (11,340
    )
    
    
    (8,290
    )
    
    
    (3,050
    )
    
    
    (19,636
    )
    
    
    (17,736
    )
    
    
    (1,900
    )Net interest expense
after
provision for loan losses
    
    
    (14,973
    )
    
    
    (13,068
    )
    
    
    (1,905
    )
    
    
    (31,096
    )
    
    
    (32,212
    )
    
    
    1,116Non-interest income
    
    
    364
    
    
    
    1,476
    
    
    
    (1,112
    )
    
    
    (149
    )
    
    
    4,244
    
    
    
    (4,393
    )Non-interest expense
    
    
    2,175
    
    
    
    2,042
    
    
    
    133
    
    
    
    5,740
    
    
    
    5,383
    
    
    
    357Loss before income taxes
    
    
    (16,784
    )
    
    
    (13,634
    )
    
    
    (3,150
    )
    
    
    (36,985
    )
    
    
    (33,351
    )
    
    
    (3,634
    )Income tax benefit
    
    
    
    
    
    
    (4,744
    )
    
    
    4,744
    
    
    
    
    
    
    
    (11,574
    )
    
    
    11,574Parent company loss
    
    $
    (16,784
    )
    
    
    (8,890
    )
    
    
    (7,894
    )
    
    
    (36,985
    )
    
    
    (21,777
    )
    
    
    (15,208
    )
   93




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
     September 30,
    
    December 31,2009
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    15,508
    
    
    
    22,019Land acquisition and development
    
    
    13,981
    
    
    
    16,759Land acquisition, development and construction
    
    
    18,454
    
    
    
    29,163Total commercial residential real estate
    
    
    47,943
    
    
    
    67,941Commercial non-residential real estate
    
    
    5,577
    
    
    
    11,386Total non-accrual loans
    
    
    53,520
    
    
    
    79,327Allowance for loan losses  specific reserves
    
    
    (18,680
    )
    
    
    (11,685
    )Non-accrual loans, net
    
    
    34,840
    
    
    
    67,642Performing commercial non-residential loans,
net of allowance for loan losses
    
    
    3,255
    
    
    
    2,259Loans receivable, net
    
    $
    38,095
    
    
    
    69,901
  94




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Financial Services
(BankAtlantic Bancorp)
  Carrying
    
    Specific
    
    Date Loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Amount
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date (4)
    
    Type
    
    AppraisalResidential Land DevelopersRelationship No. 1 (1)
    
    $
    7,873
    
    
    
    4,530
    
    
    Sep-05
    
    
    Q3-2007
    
    
    
    Q4-2008
    
    
    Builder Land
    
    Jun-09Relationship No. 2
    
    
    7,382
    
    
    
    2,870
    
    
    Jan-06
    
    
    Q1-2008
    
    
    
    Q1-2008
    
    
    Land A&D (5)
    
    May-09Relationship No. 3 (2)
    
    
    6,188
    
    
    
    1,067
    
    
    Mar-05
    
    
    Q3-2007
    
    
    
    Q1-2008
    
    
    Builder Land
    
    Aug-09Relationship No. 4 (3)
    
    
    5,225
    
    
    
    
    
    
    Apr-04
    
    
    Q3-2007
    
    
    
    Q4-2007
    
    
    Land AD&C (5)
    
    Aug-09Total
    
    $
    26,668
    
    
    
    8,467
 
 (1)
    
    During 2008, the Company recognized partial charge-offs on relationship No. 1 of $6.9
million.(2)
    
    During 2008 and the third quarter of 2009, the Company recognized partial charge-offs on
relationship No. 3 aggregating $13.7 million.(3)
    
    During 2008, BankAtlantic recognized partial charge-offs on relationship No. 4 of $4.6
million.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).   For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,2009
    
    2008
    
    2009
    
    2008Balance, beginning of period
    
    $
    15,399
    
    
    
    7,702
    
    
    
    11,685
    
    
    
    Loans charged-off
    
    
    (8,051
    )
    
    
    (8,290
    )
    
    
    (12,633
    )
    
    
    (16,474
    )Recoveries of loans previously
charged-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (8,051
    )
    
    
    (8,290
    )
    
    
    (12,633
    )
    
    
    (16,474
    )Reserves transferred from BankAtlantic
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,440Provision for loan losses
    
    
    11,340
    
    
    
    8,290
    
    
    
    19,636
    
    
    
    17,736Balance, end of period
    
    $
    18,688
    
    
    
    7,702
    
    
    
    18,688
    
    
    
    7,702
   95




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Financial Services
(BankAtlantic Bancorp)
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
     96




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Financial Services
(BankAtlantic Bancorp)
   As of September 30, 2009Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    Estimated(in thousands)
    
    Value
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    
    $
    16,105
    
    
    
    
    
    
    
    
    
    
    
    16,105Securities available for sale
    
    
    219
    
    
    
    
    
    
    
    48
    
    
    
    171Private investment securities
    
    
    2,036
    
    
    
    1,732
    
    
    
    
    
    
    
    3,768Total
    
    $
    18,360
    
    
    
    1,732
    
    
    
    48
    
    
    
    20,044
   BankAtlantic Liquidity and Capital Resources
   97




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Financial Services
(BankAtlantic Bancorp)
       98




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt September 30, 2009:Total risk-based capital
    
    $
    468,758
    
    
    
    13.51
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    402,523
    
    
    
    11.60
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    402,523
    
    
    
    8.31
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    402,523
    
    
    
    8.31
    
    
    
    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
    
    
    
    9.80
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    385,006
    
    
    
    6.80
    
    
    
    4.00
    
    
    
    5.00
  99




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 Contractual
Obligations and Off Balance Sheet Arrangements  as of September 30, 2009 (in thousands):
 Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsTime deposits
    
    $
    1,113,238
    
    
    
    1,039,315
    
    
    
    54,100
    
    
    
    13,242
    
    
    
    6,581Long-term debt
    
    
    327,682
    
    
    
    
    
    
    
    22,000
    
    
    
    11,487
    
    
    
    294,195Advances from FHLB (1)
    
    
    342,000
    
    
    
    342,000
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    29,877
    
    
    
    1,271
    
    
    
    3,596
    
    
    
    2,435
    
    
    
    22,575Operating lease obligations held for use
    
    
    70,935
    
    
    
    7,532
    
    
    
    17,630
    
    
    
    7,330
    
    
    
    38,443Pension obligation
    
    
    17,340
    
    
    
    1,269
    
    
    
    2,995
    
    
    
    3,229
    
    
    
    9,847Other obligations
    
    
    12,800
    
    
    
    
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    1,913,872
    
    
    
    1,391,387
    
    
    
    105,121
    
    
    
    44,123
    
    
    
    373,241
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 100




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  BFC
       101




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BankAtlantic Bancorp
  102




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##### Table of Contents



Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  103




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Wilmine Almonor, individually and on behalf of all others similarly situated, vs. BankAtlantic
Bancorp, Inc., Steven M. Coldren, Mary E. Ginestra, Willis N. Holcombe, Jarett S. Levan, John E.
Abdo, David A. Lieberman, Charlie C. Winningham II, D. Keith Cobb, Bruno L. DiGiulian, Alan B.
Levan, James A. White, the Security Plus Plan Committee, and Unknown Fiduciary Defendants 1-50 , No.
0:07-cv-61862-DMM, United States District Court, Southern District of Florida.
  D.W. Hugo, individually and on behalf of Nominal Defendant BankAtlantic Bancorp, Inc. vs.
BankAtlantic Bancorp, Inc., Alan B. Levan, Jarett S. Levan, Jay C. McClung, Marcia K. Snyder,
Valerie Toalson, James A. White, John E. Abdo, D. Keith Cobb, Steven M. Coldren, and David A.
Lieberman, Case No. 0:08-cv-61018-UU, United States
District Court, Southern District of Florida.
  Joel and Elizabeth Rothman, on behalf of themselves and all persons similarly situated vs.
BankAtlantic, Case No. 09-059341 (07) , Circuit Court of the 17 th Judicial Circuit for
Broward County, Florida.
  104




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##### Table of Contents



Item 1A. Risk Factors
  BankAtlantic Bancorps consolidated (including BankAtlantic) nonperforming assets take significant
time to resolve and adversely affect our results of operations and financial condition, and could
result in further losses in the future.
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Votes
    
    Votes
    
    VotesFor
    
    Against
    
    Abstaining135,663,962
    
    
    
    1,587,548
    
    
    
    30,413
 
 Item 5. Other Information
    105




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Investment in Bluegreen
  
 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 106




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##### Table of Contents



BFC FINANCIAL CORPORATIONDate: November 16, 2009
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive OfficerDate: November 16, 2009
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial OfficerDate: November 16, 2009
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer