##### 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 June 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 Road 
Fort Lauderdale, Florida
    
    33309(Address of Principal executive office)
    
    (Zip Code)
  
 Not Applicable
  þ o
  o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ  o þ




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##### 



BFC Financial Corporation
  PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Consolidated Statements of Financial Condition as of June 30, 2009 and December 31, 2008  Unaudited
    
    
    3Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2009 and 2008  Unaudited
    
    
    4Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2009 and 2008  Unaudited
    
    
    6Consolidated Statement of Changes in Equity as of June 30, 2009  Unaudited
    
    
    7Consolidated Statements of Cash Flows for the Six Months Ended June 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
    
    
    46Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    90Item 4T.
    
    Controls and Procedures
    
    
    92PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    93Item 1A.
    
    Risk Factors
    
    
    94Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    94Item 6.
    
    Exhibits
    
    
    94SIGNATURESEX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 
 BFC Financial Corporation
Consolidated Statements of Financial Condition- Unaudited
(In thousands, except share data)
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCash and cash equivalents
    
    $
    271,873
    
    
    
    278,937Restricted cash
    
    
    7,845
    
    
    
    21,288Securities available for sale and other financial instruments (at fair value)
    
    
    459,171
    
    
    
    722,698Investment securities at cost or amortized cost (fair value:$53,294 in 2009 and $12,475 in 2008)
    
    
    52,315
    
    
    
    12,008Tax certificates, net of allowance of $7,036 in 2009 and $6,064 in 2008
    
    
    179,110
    
    
    
    213,534Federal Home Loan Bank (FHLB) stock, at cost which approximates fair value
    
    
    48,751
    
    
    
    54,607Residential loans held for sale
    
    
    7,694
    
    
    
    3,461Loans receivable, net of allowance for loan losses
$172,220 in 2009 and $137,257 in 2008
    
    
    4,021,067
    
    
    
    4,314,184Accrued interest receivable
    
    
    35,370
    
    
    
    41,817Real estate held for development and sale
    
    
    270,958
    
    
    
    268,763Real estate owned
    
    
    34,317
    
    
    
    19,045Investments in unconsolidated affiliates
    
    
    40,583
    
    
    
    41,386Properties and equipment, net
    
    
    304,291
    
    
    
    315,347Goodwill and other intangible assets, net
    
    
    35,363
    
    
    
    44,986Other assets
    
    
    44,289
    
    
    
    43,521Total assets
    
    $
    5,812,997
    
    
    
    6,395,582LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    3,252,601
    
    
    
    3,178,105Non-interest bearing deposits
    
    
    802,446
    
    
    
    741,691Total deposits
    
    
    4,055,047
    
    
    
    3,919,796Advances from FHLB
    
    
    597,252
    
    
    
    967,491Federal funds purchased and other short term borrowings
    
    
    5,553
    
    
    
    238,339Securities sold under agreements to repurchase
    
    
    19,515
    
    
    
    41,387Subordinated debentures, mortgage notes payable and mortgage-backed bonds
    
    
    286,245
    
    
    
    287,772Junior subordinated debentures
    
    
    383,325
    
    
    
    376,104Loss in excess of investment in Woodbridges subsidiary
    
    
    
    
    
    
    52,887Other liabilities
    
    
    129,080
    
    
    
    125,356Total liabilities
    
    
    5,476,017
    
    
    
    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 100,000,000 shares;
issued and outstanding 38,275,112 in 2009 and 38,254,389 in 2008
    
    
    382
    
    
    
    382Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,854,381 in 2009 and 6,875,104 in 2008
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    124,728
    
    
    
    123,562Accumulated deficit
    
    
    (32,050
    )
    
    
    (8,848
    )Accumulated other comprehensive income (loss)
    
    
    3,398
    
    
    
    (2,298
    )Total BFC Financial Corporation (BFC) shareholders equity
    
    
    96,527
    
    
    
    112,867Noncontrolling interests
    
    
    229,424
    
    
    
    262,554Total equity
    
    
    325,951
    
    
    
    375,421Total liabilities and equity
    
    $
    5,812,997
    
    
    
    6,395,582
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008RevenuesBFC Activities:Interest and dividend income
    
    $
    256
    
    
    
    340
    
    
    
    514
    
    
    
    755Securities activities, net
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    103Other income
    
    
    274
    
    
    
    388
    
    
    
    438
    
    
    
    1,646530
    
    
    
    831
    
    
    
    952
    
    
    
    2,504Financial Services:Interest and dividend income
    
    
    57,479
    
    
    
    78,487
    
    
    
    120,387
    
    
    
    162,219Service charges on deposits
    
    
    19,347
    
    
    
    24,466
    
    
    
    38,032
    
    
    
    48,480Other service charges and fees
    
    
    8,059
    
    
    
    7,121
    
    
    
    15,084
    
    
    
    14,554Securities activities, net
    
    
    692
    
    
    
    8,965
    
    
    
    5,132
    
    
    
    4,227Other income
    
    
    3,279
    
    
    
    2,931
    
    
    
    5,929
    
    
    
    5,53388,856
    
    
    
    121,970
    
    
    
    184,564
    
    
    
    235,013Real Estate Development:Sales of real estate
    
    
    1,767
    
    
    
    2,395
    
    
    
    3,194
    
    
    
    2,549Interest and dividend income
    
    
    157
    
    
    
    616
    
    
    
    404
    
    
    
    2,071Securities activities, net
    
    
    
    
    
    
    1,178
    
    
    
    
    
    
    
    1,178Other income
    
    
    3,157
    
    
    
    2,891
    
    
    
    6,347
    
    
    
    5,9815,081
    
    
    
    7,080
    
    
    
    9,945
    
    
    
    11,779Total revenues
    
    
    94,467
    
    
    
    129,881
    
    
    
    195,461
    
    
    
    249,296Costs and ExpensesBFC Activities:Employee compensation and benefits
    
    
    2,117
    
    
    
    2,344
    
    
    
    4,313
    
    
    
    5,504Other expenses
    
    
    737
    
    
    
    851
    
    
    
    1,438
    
    
    
    1,7782,854
    
    
    
    3,195
    
    
    
    5,751
    
    
    
    7,282Financial Services:Interest expense
    
    
    20,814
    
    
    
    32,875
    
    
    
    45,573
    
    
    
    73,950Provision for loan losses
    
    
    43,494
    
    
    
    47,247
    
    
    
    87,771
    
    
    
    90,135Employee compensation and benefits
    
    
    25,935
    
    
    
    33,181
    
    
    
    54,741
    
    
    
    68,336Occupancy and equipment
    
    
    14,842
    
    
    
    16,172
    
    
    
    29,753
    
    
    
    32,558Advertising and promotion
    
    
    1,979
    
    
    
    3,662
    
    
    
    4,811
    
    
    
    8,557Restructuring charges and exit activities
    
    
    1,406
    
    
    
    5,762
    
    
    
    3,281
    
    
    
    5,597Cost associated with debt redemption
    
    
    1,441
    
    
    
    1
    
    
    
    2,032
    
    
    
    2Provision for tax certificates losses
    
    
    1,414
    
    
    
    924
    
    
    
    2,900
    
    
    
    807Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    8,541
    
    
    
    Impairment of real estate owned
    
    
    411
    
    
    
    190
    
    
    
    623
    
    
    
    240FDIC special assessment
    
    
    2,428
    
    
    
    
    
    
    
    2,428
    
    
    
    Other expenses
    
    
    12,737
    
    
    
    13,416
    
    
    
    26,039
    
    
    
    26,980126,901
    
    
    
    153,430
    
    
    
    268,493
    
    
    
    307,162Real Estate Development:Cost of sales of real estate
    
    
    1,301
    
    
    
    1,760
    
    
    
    1,994
    
    
    
    1,848Interest expense, net of interest capitalized
    
    
    3,747
    
    
    
    2,478
    
    
    
    6,520
    
    
    
    5,389Selling, general and administrative expenses
    
    
    9,945
    
    
    
    12,530
    
    
    
    20,284
    
    
    
    24,98114,993
    
    
    
    16,768
    
    
    
    28,798
    
    
    
    32,218Total costs and expenses
    
    
    144,748
    
    
    
    173,393
    
    
    
    303,042
    
    
    
    346,662Equity in earnings from unconsolidated affiliates
    
    
    10,755
    
    
    
    1,443
    
    
    
    17,250
    
    
    
    3,246Impairment of unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    (20,401
    )
    
    
    Impairment of investments
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    Gain on settlement of investment in Woodbridges subsidiary
    
    
    
    
    
    
    
    
    
    
    40,369
    
    
    
    Loss from continuing operations before income taxes
    
    
    (39,526
    )
    
    
    (42,069
    )
    
    
    (72,759
    )
    
    
    (94,120
    )Benefit for income taxes
    
    
    
    
    
    
    (15,326
    )
    
    
    
    
    
    
    (34,279
    )Loss from continuing operations
    
    
    (39,526
    )
    
    
    (26,743
    )
    
    
    (72,759
    )
    
    
    (59,841
    )Discontinued operations, less income tax provision of
$0 and $705 for 2009 and 2008
    
    
    
    
    
    
    
    
    
    
    4,201
    
    
    
    1,019Net loss
    
    
    (39,526
    )
    
    
    (26,743
    )
    
    
    (68,558
    )
    
    
    (58,822
    )Less: Net loss attributable to noncontrolling interests
    
    
    26,617
    
    
    
    21,826
    
    
    
    45,246
    
    
    
    48,034Net loss attributable to BFC
    
    
    (12,909
    )
    
    
    (4,917
    )
    
    
    (23,312
    )
    
    
    (10,788
    )5% Preferred stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    
    $
    (13,096
    )
    
    
    (5,104
    )
    
    
    (23,687
    )
    
    
    (11,163
    )
 (Continued)
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Basic and Diluted (Loss) Earnings Per Common Share
Attributable to BFC (Note 20):Basic (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (0.29
    )
    
    
    (0.11
    )
    
    
    (0.55
    )
    
    
    (0.25
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    Net loss per common share
    
    $
    (0.29
    )
    
    
    (0.11
    )
    
    
    (0.52
    )
    
    
    (0.25
    )Diluted (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (0.29
    )
    
    
    (0.11
    )
    
    
    (0.55
    )
    
    
    (0.25
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    Net loss per common share
    
    $
    (0.29
    )
    
    
    (0.11
    )
    
    
    (0.52
    )
    
    
    (0.25
    )Basic weighted average number of
common shares outstanding
    
    
    45,126
    
    
    
    45,112
    
    
    
    45,120
    
    
    
    45,108Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    45,126
    
    
    
    45,112
    
    
    
    45,120
    
    
    
    45,108
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
Consolidated Statements of Comprehensive Loss   Unaudited
(In thousands)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (39,526
    )
    
    
    (26,743
    )
    
    
    (68,558
    )
    
    
    (58,822
    )Other comprehensive income (loss), net of tax:Unrealized gains (losses) on securities available for sale
    
    
    6,705
    
    
    
    (6,284
    )
    
    
    13,721
    
    
    
    (12,025
    )Benefit for income taxes
    
    
    
    
    
    
    (2,935
    )
    
    
    
    
    
    
    (5,149
    )6,705
    
    
    
    (3,349
    )
    
    
    13,721
    
    
    
    (6,876
    )Unrealized gains (losses) associated with investment in
unconsolidated affiliates
    
    
    132
    
    
    
    (799
    )
    
    
    605
    
    
    
    (1,226
    )Benefit for income taxes
    
    
    
    
    
    
    (247
    )
    
    
    
    
    
    
    (412
    )132
    
    
    
    (552
    )
    
    
    605
    
    
    
    (814
    )Pro-rata share of cumulative impact of accounting changes
recognized by Bluegreen Corporation on
retained interests in notes receivable sold
    
    
    (1,251
    )
    
    
    
    
    
    
    (1,251
    )
    
    
    Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,251
    )
    
    
    
    
    
    
    (1,251
    )
    
    
    Reclassification adjustments of realized net gains
included in net loss
    
    
    (693
    )
    
    
    (6,010
    )
    
    
    (2,737
    )
    
    
    (3,974
    )Less: Provision for income taxes
    
    
    
    
    
    
    (2,029
    )
    
    
    
    
    
    
    (1,243
    )(693
    )
    
    
    (3,981
    )
    
    
    (2,737
    )
    
    
    (2,731
    )Total other comprehensive income (loss), net of tax
    
    
    4,893
    
    
    
    (7,882
    )
    
    
    10,338
    
    
    
    (10,421
    )Comprehensive loss
    
    
    (34,633
    )
    
    
    (34,625
    )
    
    
    (58,220
    )
    
    
    (69,243
    )Less: Comprehensive loss attributable to noncontrolling
interests
    
    
    25,864
    
    
    
    28,634
    
    
    
    40,604
    
    
    
    56,804Comprehensive loss attributable to BFC
    
    $
    (8,769
    )
    
    
    (5,991
    )
    
    
    (17,616
    )
    
    
    (12,439
    )
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
Consolidated Statement of Changes in Equity  Unaudited
For the Six Months Ended June 30, 2009
(In thousands)
 AccumulatedOther
    
    
    Total
    
    
    Non-Shares of Common
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    Accu-
    
    
    Compre-
    
    
    BFC
    
    
    controllingStock Outstanding
    
    
    Common
    
    
    Common
    
    
    Paid-in
    
    
    mulated
    
    
    hensive
    
    
    Shareholders
    
    
    Interests in
    
    
    TotalClass A
    
    
    Class B
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    (Loss) 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,312
    )
    
    
    
    
    
    
    (23,312
    )
    
    
    (45,246
    )
    
    
    (68,558
    )Transfer of 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,696
    
    
    
    5,696
    
    
    
    4,642
    
    
    
    10,338Noncontrolling interests
net
effect of subsidiaries
capital
transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,899
    
    
    
    5,899Net effect of subsidiaries
capital transactions
attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    732
    
    
    
    
    
    
    
    
    
    
    
    732
    
    
    
    
    
    
    
    732Cash dividends on
the 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )Share-based compensation
related to stock options and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    434
    
    
    
    
    
    
    
    
    
    
    
    434
    
    
    
    
    
    
    
    434Balance, June 30, 2009
    
    
    38,275
    
    
    
    6,854
    
    
    $
    382
    
    
    $
    69
    
    
    $
    124,728
    
    
    $
    (32,050
    )
    
    $
    3,398
    
    
    $
    96,527
    
    
    $
    229,424
    
    
    $
    325,951
 
 (a)
    
    Accumulated deficit at January 1, 2009 was decrease by approximately $485,000 representing the Companys pro rata share of the after tax non-credit portion of other-than temporary
impairment losses reognized by Bluegreen Corporation (Bluegreen) upon its adoption of FSP FAS 115-2. 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.
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BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Six Months EndedJune 30,2009
    
    
    2008Net cash provided by (used in) operating activities
    
    $
    11,017
    
    
    
    (21,004
    )Investing activities:Proceeds from redemption and maturities of investment securites
and tax certificates
    
    
    98,569
    
    
    
    82,519Purchase of investment securities and tax certificates
    
    
    (107,816
    )
    
    
    (311,011
    )Purchase of securities available for sale
    
    
    
    
    
    
    (288,231
    )Proceeds from sales of securities available for sale
    
    
    205,679
    
    
    
    365,490Proceeds from maturities of securities available for sale
    
    
    80,047
    
    
    
    99,473Decrease in restricted cash
    
    
    13,443
    
    
    
    1,478Cash paid in settlement of Woodbridges subsidiary bankruptcy
    
    
    (12,430
    )
    
    
    Purchases of FHLB stock
    
    
    (2,295
    )
    
    
    (31,140
    )Redemption of FHLB stock
    
    
    8,151
    
    
    
    19,486Investments in unconsolidated affiliates
    
    
    (630
    )
    
    
    139Distributions from unconsolidated affiliates
    
    
    398
    
    
    
    2,021Net decrease (increase) in loans
    
    
    185,352
    
    
    
    (20,787
    )Proceeds from the sale of loans receivable
    
    
    5,427
    
    
    
    10,100Adjustment to acquisition of Pizza Fusion
    
    
    3,000
    
    
    
    Improvements to real estate owned
    
    
    (577
    )
    
    
    (19
    )Proceeds from sales of real estate owned
    
    
    1,372
    
    
    
    1,054Net additions to office properties and equipment
    
    
    (1,928
    )
    
    
    (5,669
    )Net cash outflows from the sale of Central Florida branches
    
    
    
    
    
    
    (4,491
    )Net cash provided by (used in) investing activities
    
    
    475,762
    
    
    
    (79,588
    )Financing activities:Net increase (decrease) in deposits
    
    
    135,251
    
    
    
    (49,628
    )Prepayments of FHLB advances
    
    
    (526,032
    )
    
    
    Net proceeds (repayments) of FHLB advances
    
    
    154,000
    
    
    
    260,000Decrease in securities sold under agreements to repurchase
    
    
    (21,872
    )
    
    
    1,994Decrease in federal funds purchased
    
    
    (232,786
    )
    
    
    (33,975
    )Repayment of notes and bonds payable
    
    
    (1,656
    )
    
    
    (23,075
    )Proceeds from notes and bonds payable
    
    
    132
    
    
    
    7,283Preferred stock dividends paid
    
    
    (375
    )
    
    
    (375
    )Proceeds from issuance of BankAtlantic Bancorp Class A common stock
    
    
    
    
    
    
    104Purchase and retirement of Woodbridge Class A common stock
    
    
    (13
    )
    
    
    BankAtlantic Bancorp cash dividends paid to non-BFC shareholders
    
    
    (198
    )
    
    
    (432
    )Venture partnership distribution paid to non-BFC interest holder
    
    
    
    
    
    
    (410
    )Payment of Woodbridge debt issuance costs
    
    
    (294
    )
    
    
    (124
    )Net cash (used in) provided by financing activities
    
    
    (493,843
    )
    
    
    161,362(Decrease) increase in cash and cash equivalents
    
    
    (7,064
    )
    
    
    60,770Cash and cash equivalents at the beginning of period
    
    
    278,937
    
    
    
    332,155Cash and cash equivalents at end of period
    
    $
    271,873
    
    
    
    392,925Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    54,641
    
    
    
    83,340Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to REO
    
    
    16,403
    
    
    
    4,266Increase (decrease) in BFC accumulated
other comprehensive income, net of taxes
    
    
    5,696
    
    
    
    (1,651
    )Net increase in equity from the effect of subsidiaries
capital transactions to BFC, net of income taxes
    
    
    732
    
    
    
    329Net increase in shareholders equity resulting from the cumulative impact of
accounting changes recognized by Bluegreen on
retained interests in notes receivable sold
    
    
    485
    
    
    
    
 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
     PercentShares
    
    Percent of
    
    ofOwned
    
    Ownership
    
    VoteBankAtlantic BancorpClass A Common Stock
    
    
    2,389,697
    
    
    
    23.28
    %
    
    
    12.34
    %Class B Common Stock
    
    
    975,225
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,364,922
    
    
    
    29.94
    %
    
    
    59.34
    %Woodbridge Holdings CorporationClass A Common Stock
    
    
    3,735,392
    
    
    
    22.45
    %
    
    
    11.90
    %Class B Common Stock
    
    
    243,807
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,979,199
    
    
    
    23.57
    %
    
    
    58.90
    %
    9




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##### Table of Contents



Revisions and Reclassifications
  Accounting for
 10




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##### Table of Contents



the Impairment or Disposal of Long-Lived Assets
  Recently Adopted Accounting Standards
 Noncontrolling Interests in Consolidated Financial StatementsAn Amendment of ARB No. 51
 Business Combinations
 Subsequent Events
 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have
Significantly Decreased and Identifying Transactions That Are Not Orderly
 11




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##### Table of Contents



Recognition and Presentation of Other-Than-Temporary Impairments Interim Disclosures about Fair Value
of Financial Instruments Fair Value Measurements
 2. Liquidity
 BFC
  BankAtlantic Bancorp and BankAtlantic
   Core Communities
  12




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##### Table of Contents



3. Fair Value Measurement
  Fair Value Measurements at June 30, 2009 UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableJune 30.
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    293,141
    
    
    
    
    
    
    
    293,141
    
    
    
    REMICS (1)
    
    
    137,591
    
    
    
    
    
    
    
    137,591
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihanas Convertible Preferred
Stock
    
    
    20,511
    
    
    
    
    
    
    
    
    
    
    
    20,511Other equity securities (2)
    
    
    7,678
    
    
    
    7,468
    
    
    
    
    
    
    
    210Total securities available for sale
at fair value
    
    $
    459,171
    
    
    
    7,468
    
    
    
    430,732
    
    
    
    20,971
 Fair Value Measurements at December 31, 2008 Using:Quoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    532,873
    
    
    
    
    
    
    
    532,873
    
    
    
    REMICS
    
    
    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 includes Woodbridges investment in Office Depots common stock with
an estimated fair value of approximately $6.5 million and $4.3 million at June 30, 2009
and December 31, 2008, respectively. (See Note 9.)  13




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##### Table of Contents



Three Months Ended June 30, 2009BenihanaConvertible
    
    EquityBonds
    
    Preferred Stock
    
    Securities
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    16,384
    
    
    
    1,252
    
    
    
    17,886Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive
income
    
    
    
    
    
    
    4,127
    
    
    
    336
    
    
    
    4,463Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    20,511
    
    
    
    210
    
    
    
    20,971
 Six Months Ended June 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
    
    
    
    
    
    
    4,085
    
    
    
    
    
    
    
    4,085Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    $
    250
    
    
    
    20,511
    
    
    
    210
    
    
    
    20,971
   Stifel
    
    EquityBonds
    
    Warrants
    
    Securities
    
    TotalBeginning Balance
    
    $
    481
    
    
    
    8,805
    
    
    
    4,348
    
    
    
    13,634Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    4,452
    
    
    
    
    
    
    
    4,452Included in other comprehensive income
    
    
    1
    
    
    
    
    
    
    
    (976
    )
    
    
    (975
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance, June 30, 2008
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111
  14




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##### Table of Contents



Stifel
    
    EquityBonds
    
    Warrants
    
    Securities
    
    TotalBeginning Balance
    
    $
    681
    
    
    
    10,661
    
    
    
    5,133
    
    
    
    16,475Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    2,596
    
    
    
    
    
    
    
    2,596Included in other comprehensive income
    
    
    1
    
    
    
    
    
    
    
    (1,761
    )
    
    
    (1,760
    )Purchases, issuances, and settlements
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    (200
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance, June 30, 2008
    
    $
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111
   Mortgage-Backed Securities and REMICs
  Bonds and Other Equity Securities
  Benihanas Convertible Preferred Stock
  15




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##### Table of Contents



Fair Value Measurements at June 30, 2009Quoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableJune 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for impairment
using the fair value of the
collateral
    
    $
    177,326
    
    
    
    
    
    
    
    
    
    
    
    177,326
    
    
    $
    37,744Impaired real estate owned
    
    
    2,955
    
    
    
    
    
    
    
    
    
    
    
    2,955
    
    
    
    623Impaired real estate held for sale
    
    
    2,130
    
    
    
    
    
    
    
    
    
    
    
    2,130
    
    
    
    33Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,541Investment in Bluegreen
    
    
    23,984
    
    
    
    23,984
    
    
    
    
    
    
    
    
    
    
    
    20,401Total
    
    $
    206,395
    
    
    
    23,984
    
    
    
    
    
    
    
    182,411
    
    
    $
    67,342
  Loans Measured For Impairment
  Impaired Real Estate Owned and Real Estate Held for Sale
  Impaired Goodwill
  16




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##### Table of Contents



Financial Disclosures about Fair Value of Financial Instruments
 June 30, 2009
    
    December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    271,873
    
    
    
    271,873
    
    
    
    278,937
    
    
    
    278,937Restricted cash
    
    
    7,845
    
    
    
    7,845
    
    
    
    21,288
    
    
    
    21,288Securities available for sale
    
    
    459,171
    
    
    
    459,171
    
    
    
    722,698
    
    
    
    722,698Investment securities
    
    
    52,315
    
    
    
    53,294
    
    
    
    12,008
    
    
    
    12,475Tax Certificates
    
    
    179,110
    
    
    
    185,483
    
    
    
    213,534
    
    
    
    224,434Federal home loan bank stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    54,607
    
    
    
    54,607Loans receivable including loans held for sale, net
    
    
    4,041,217
    
    
    
    3,659,724
    
    
    
    4,317,645
    
    
    
    3,950,557Financial liabilities:Deposits
    
    $
    4,055,047
    
    
    
    4,045,715
    
    
    
    3,919,796
    
    
    
    3,919,810Short term borrowings
    
    
    25,068
    
    
    
    25,068
    
    
    
    279,726
    
    
    
    279,777Advances from FHLB
    
    
    597,252
    
    
    
    605,809
    
    
    
    967,491
    
    
    
    983,582Subordinated debentures, mortgage and
notes payable
    
    
    286,245
    
    
    
    272,409
    
    
    
    287,772
    
    
    
    266,851Junior subordinated debentures
    
    
    383,325
    
    
    
    122,661
    
    
    
    376,104
    
    
    
    152,470
      17




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##### Table of Contents



Concentration of Credit Risk
   4. Noncontrolling Interests
  June 30,
    
    
    December 31,2009
    
    
    2008BankAtlantic Bancorp
    
    $
    116,699
    
    
    
    170,888Woodbridge
    
    
    108,790
    
    
    
    91,389Other subsidiaries
    
    
    3,935
    
    
    
    277$
    229,424
    
    
    
    262,554
 18




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##### Table of Contents



For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Noncontrolling Interests-Continuing Operations:BankAtlantic Bancorp
    
    $
    26,868
    
    
    
    14,806
    
    
    
    59,517
    
    
    
    33,585Woodbridge
    
    
    (518
    )
    
    
    7,094
    
    
    
    (11,814
    )
    
    
    15,368Other subsidiaries
    
    
    267
    
    
    
    (74
    )
    
    
    486
    
    
    
    (62
    )$
    26,617
    
    
    
    21,826
    
    
    
    48,189
    
    
    
    48,891Noncontrolling Interests-Discontinued Operations:BankAtlantic Bancorp
    
    $
    
    
    
    
    
    
    
    
    (2,943
    )
    
    
    (857
    )Woodbridge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    (2,943
    )
    
    
    (857
    )Net Loss (Income)
Attributable to
Noncontrolling Interests
    
    $
    26,617
    
    
    
    21,826
    
    
    
    45,246
    
    
    
    48,034
 5. Segment Reporting
      BFC Activities
  19




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##### Table of Contents



BankAtlantic
  BankAtlantic Bancorp Other Operations
  Land Division
  Woodbridge Other Operations
  20




---



##### Table of Contents



BankAtlanticBancorp
    
    
    
    
    
    
    Woodbridge
    
    
    EliminationsBFC
    
    
    
    
    
    
    Other
    
    
    Land
    
    
    Other
    
    
    andFor the Three Months Ended June 30, 2009
    
    Activities
    
    
    BankAtlantic
    
    
    Operations
    
    
    Division
    
    
    Operations
    
    
    Adjustments
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    1,408
    
    
    
    320
    
    
    
    39
    
    
    
    1,767Interest and dividend income
    
    
    256
    
    
    
    56,991
    
    
    
    196
    
    
    
    50
    
    
    
    116
    
    
    
    283
    
    
    
    57,892Other income
    
    
    1,008
    
    
    
    32,751
    
    
    
    (971
    )
    
    
    2,613
    
    
    
    575
    
    
    
    (1,168
    )
    
    
    34,808Total revenues
    
    
    1,264
    
    
    
    89,742
    
    
    
    (775
    )
    
    
    4,071
    
    
    
    1,011
    
    
    
    (846
    )
    
    
    94,467Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,113
    
    
    
    173
    
    
    
    15
    
    
    
    1,301Interest expense, net
    
    
    
    
    
    
    16,913
    
    
    
    4,002
    
    
    
    1,301
    
    
    
    2,446
    
    
    
    (101
    )
    
    
    24,561Provision for loan losses
    
    
    
    
    
    
    35,955
    
    
    
    7,539
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,494Other expenses
    
    
    2,915
    
    
    
    61,077
    
    
    
    1,860
    
    
    
    5,162
    
    
    
    5,209
    
    
    
    (831
    )
    
    
    75,392Total costs and expenses
    
    
    2,915
    
    
    
    113,945
    
    
    
    13,401
    
    
    
    7,576
    
    
    
    7,828
    
    
    
    (917
    )
    
    
    144,748Equity in (loss) earnings from
unconsolidated affiliates
    
    
    (17
    )
    
    
    25
    
    
    
    (2
    )
    
    
    
    
    
    
    10,714
    
    
    
    35
    
    
    
    10,755(Loss) income from continuing
operations
before income taxes
    
    
    (1,668
    )
    
    
    (24,178
    )
    
    
    (14,178
    )
    
    
    (3,505
    )
    
    
    3,897
    
    
    
    106
    
    
    
    (39,526
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    
    (1,668
    )
    
    
    (24,178
    )
    
    
    (14,178
    )
    
    
    (3,505
    )
    
    
    3,897
    
    
    
    106
    
    
    
    (39,526
    )Less: Net loss attributable
to noncontrolling interests
    
    
    (3
    )
    
    
    16,936
    
    
    
    9,931
    
    
    
    2,823
    
    
    
    (2,878
    )
    
    
    (192
    )
    
    
    26,617Net (loss) income attributable to BFC
    
    $
    (1,671
    )
    
    
    (7,242
    )
    
    
    (4,247
    )
    
    
    (682
    )
    
    
    1,019
    
    
    
    (86
    )
    
    
    (12,909
    )Total assets
    
    $
    42,853
    
    
    
    5,189,711
    
    
    
    469,533
    
    
    
    329,889
    
    
    
    201,526
    
    
    
    (420,515
    )
    
    
    5,812,997
 21




---



##### Table of Contents



BankAtlanticBancorp
    
    
    
    
    
    
    Woodbridge
    
    
    EliminationsBFC
    
    
    
    
    
    
    Other
    
    
    Land
    
    
    Other
    
    
    andFor the Three Months Ended June 30, 2008
    
    Activities
    
    
    BankAtlantic
    
    
    Operations
    
    
    Division
    
    
    Operations
    
    
    Adjustments
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    1,711
    
    
    
    635
    
    
    
    49
    
    
    
    2,395Interest and dividend income
    
    
    342
    
    
    
    78,081
    
    
    
    469
    
    
    
    135
    
    
    
    490
    
    
    
    (74
    )
    
    
    79,443Other income
    
    
    1,311
    
    
    
    37,539
    
    
    
    6,314
    
    
    
    3,019
    
    
    
    1,493
    
    
    
    (1,633
    )
    
    
    48,043Total revenues
    
    
    1,653
    
    
    
    115,620
    
    
    
    6,783
    
    
    
    4,865
    
    
    
    2,618
    
    
    
    (1,658
    )
    
    
    129,881Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,145
    
    
    
    587
    
    
    
    28
    
    
    
    1,760Interest expense, net
    
    
    
    
    
    
    28,158
    
    
    
    4,791
    
    
    
    871
    
    
    
    2,104
    
    
    
    (571
    )
    
    
    35,353Provision for loan losses
    
    
    
    
    
    
    37,801
    
    
    
    9,446
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,247Other expenses
    
    
    3,281
    
    
    
    72,337
    
    
    
    1,666
    
    
    
    5,320
    
    
    
    7,651
    
    
    
    (1,222
    )
    
    
    89,033Total costs and expenses
    
    
    3,281
    
    
    
    138,296
    
    
    
    15,903
    
    
    
    7,336
    
    
    
    10,342
    
    
    
    (1,765
    )
    
    
    173,393Equity in (loss) earnings from
unconsolidated affiliates
    
    
    (55
    )
    
    
    (811
    )
    
    
    1,098
    
    
    
    
    
    
    
    1,211
    
    
    
    
    
    
    
    1,443Loss from continuing operations
before income taxes
    
    
    (1,683
    )
    
    
    (23,487
    )
    
    
    (8,022
    )
    
    
    (2,471
    )
    
    
    (6,513
    )
    
    
    107
    
    
    
    (42,069
    )Benefit for income taxes
    
    
    (3,180
    )
    
    
    (9,428
    )
    
    
    (2,718
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,326
    )Net (loss) income
    
    
    1,497
    
    
    
    (14,059
    )
    
    
    (5,304
    )
    
    
    (2,471
    )
    
    
    (6,513
    )
    
    
    107
    
    
    
    (26,743
    )Less: Net loss attributable
to noncontrolling interests
    
    
    51
    
    
    
    8,654
    
    
    
    3,261
    
    
    
    2,708
    
    
    
    7,189
    
    
    
    (37
    )
    
    
    21,826Net (loss) income attributable to BFC
    
    $
    1,548
    
    
    
    (5,405
    )
    
    
    (2,043
    )
    
    
    237
    
    
    
    676
    
    
    
    70
    
    
    
    (4,917
    )Total assets
    
    $
    36,343
    
    
    
    6,369,148
    
    
    
    704,430
    
    
    
    362,709
    
    
    
    316,389
    
    
    
    (623,518
    )
    
    
    7,165,501
 22




---



##### Table of Contents



BankAtlanticBancorp
    
    
    
    
    
    
    Woodbridge
    
    
    EliminationsBFC
    
    
    
    
    
    
    Other
    
    
    Land
    
    
    Other
    
    
    andFor the Six Months Ended June 30, 2009
    
    Activities
    
    
    BankAtlantic
    
    
    Operations
    
    
    Division
    
    
    Operations
    
    
    Adjustments
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    2,835
    
    
    
    320
    
    
    
    39
    
    
    
    3,194Interest and dividend income
    
    
    514
    
    
    
    119,400
    
    
    
    405
    
    
    
    93
    
    
    
    339
    
    
    
    554
    
    
    
    121,305Other income
    
    
    1,917
    
    
    
    65,538
    
    
    
    (629
    )
    
    
    5,121
    
    
    
    1,266
    
    
    
    (2,251
    )
    
    
    70,962Total revenues
    
    
    2,431
    
    
    
    184,938
    
    
    
    (224
    )
    
    
    8,049
    
    
    
    1,925
    
    
    
    (1,658
    )
    
    
    195,461Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,806
    
    
    
    173
    
    
    
    15
    
    
    
    1,994Interest expense, net
    
    
    
    
    
    
    37,553
    
    
    
    8,232
    
    
    
    2,671
    
    
    
    3,849
    
    
    
    (212
    )
    
    
    52,093Provision for loan losses
    
    
    
    
    
    
    79,475
    
    
    
    8,296
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,771Other expenses
    
    
    5,873
    
    
    
    132,780
    
    
    
    3,564
    
    
    
    11,409
    
    
    
    9,716
    
    
    
    (2,158
    )
    
    
    161,184Total costs and expenses
    
    
    5,873
    
    
    
    249,808
    
    
    
    20,092
    
    
    
    15,886
    
    
    
    13,738
    
    
    
    (2,355
    )
    
    
    303,042Equity in (loss) earnings from
unconsolidated affiliates
    
    
    (88
    )
    
    
    103
    
    
    
    116
    
    
    
    
    
    
    
    17,050
    
    
    
    69
    
    
    
    17,250Impairment of unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,401
    )
    
    
    
    
    
    
    (20,401
    )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
    
    
    (3,530
    )
    
    
    (64,767
    )
    
    
    (20,200
    )
    
    
    (7,837
    )
    
    
    9,425
    
    
    
    14,150
    
    
    
    (72,759
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Loss) income from continuing
operations
    
    
    (3,530
    )
    
    
    (64,767
    )
    
    
    (20,200
    )
    
    
    (7,837
    )
    
    
    9,425
    
    
    
    14,150
    
    
    
    (72,759
    )Discontinued operations, less income
taxes
    
    
    1,258
    
    
    
    
    
    
    
    4,201
    
    
    
    
    
    
    
    
    
    
    
    (1,258
    )
    
    
    4,201Net (loss) income
    
    
    (2,272
    )
    
    
    (64,767
    )
    
    
    (15,999
    )
    
    
    (7,837
    )
    
    
    9,425
    
    
    
    12,892
    
    
    
    (68,558
    )Less: Net loss (income) attributable
to noncontrolling interests
    
    
    12
    
    
    
    45,367
    
    
    
    11,207
    
    
    
    6,181
    
    
    
    (6,960
    )
    
    
    (10,561
    )
    
    
    45,246Net (loss) income attributable to BFC
    
    $
    (2,260
    )
    
    
    (19,400
    )
    
    
    (4,792
    )
    
    
    (1,656
    )
    
    
    2,465
    
    
    
    2,331
    
    
    
    (23,312
    )
 23




---



##### Table of Contents



BankAtlanticBancorp
    
    
    
    
    
    
    Woodbridge
    
    
    EliminationsBFC
    
    
    
    
    
    
    Other
    
    
    Land
    
    
    Other
    
    
    andFor the Six Months Ended June 30, 2008
    
    Activities
    
    
    BankAtlantic
    
    
    Operations
    
    
    Division
    
    
    Operations
    
    
    Adjustments
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    1,865
    
    
    
    635
    
    
    
    49
    
    
    
    2,549Interest and dividend income
    
    
    762
    
    
    
    161,439
    
    
    
    889
    
    
    
    324
    
    
    
    1,777
    
    
    
    (146
    )
    
    
    165,045Other income
    
    
    3,000
    
    
    
    71,979
    
    
    
    1,506
    
    
    
    6,439
    
    
    
    1,807
    
    
    
    (3,029
    )
    
    
    81,702Total revenues
    
    
    3,762
    
    
    
    233,418
    
    
    
    2,395
    
    
    
    8,628
    
    
    
    4,219
    
    
    
    (3,126
    )
    
    
    249,296Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,173
    
    
    
    587
    
    
    
    88
    
    
    
    1,848Interest expense, net
    
    
    
    
    
    
    63,511
    
    
    
    10,585
    
    
    
    1,864
    
    
    
    4,777
    
    
    
    (1,398
    )
    
    
    79,339Provision for loan losses
    
    
    
    
    
    
    80,689
    
    
    
    9,446
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,135Other expenses
    
    
    7,439
    
    
    
    140,963
    
    
    
    3,341
    
    
    
    10,851
    
    
    
    14,747
    
    
    
    (2,001
    )
    
    
    175,340Total costs and expenses
    
    
    7,439
    
    
    
    285,163
    
    
    
    23,372
    
    
    
    13,888
    
    
    
    20,111
    
    
    
    (3,311
    )
    
    
    346,662Equity in (loss) earnings from
unconsolidated affiliates
    
    
    (53
    )
    
    
    302
    
    
    
    1,260
    
    
    
    
    
    
    
    1,737
    
    
    
    
    
    
    
    3,246Loss from continuing operations
before income taxes
    
    
    (3,730
    )
    
    
    (51,443
    )
    
    
    (19,717
    )
    
    
    (5,260
    )
    
    
    (14,155
    )
    
    
    185
    
    
    
    (94,120
    )Benefit for income taxes
    
    
    (7,046
    )
    
    
    (20,403
    )
    
    
    (6,830
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,279
    )(Loss) income from continuing
operations
    
    
    3,316
    
    
    
    (31,040
    )
    
    
    (12,887
    )
    
    
    (5,260
    )
    
    
    (14,155
    )
    
    
    185
    
    
    
    (59,841
    )Discontinued operations, less income
tax
    
    
    162
    
    
    
    
    
    
    
    1,121
    
    
    
    
    
    
    
    
    
    
    
    (264
    )
    
    
    1,019Net (loss) income
    
    
    3,478
    
    
    
    (31,040
    )
    
    
    (11,766
    )
    
    
    (5,260
    )
    
    
    (14,155
    )
    
    
    (79
    )
    
    
    (58,822
    )Less: Net loss attributable
to noncontrolling interests
    
    
    63
    
    
    
    22,257
    
    
    
    8,437
    
    
    
    4,691
    
    
    
    12,623
    
    
    
    (37
    )
    
    
    48,034Net (loss) income attributable to BFC
    
    $
    3,541
    
    
    
    (8,783
    )
    
    
    (3,329
    )
    
    
    (569
    )
    
    
    (1,532
    )
    
    
    (116
    )
    
    
    (10,788
    )
 24




---



##### Table of Contents



6. Acquisition
   Consolidation of Variable Interest Entities Business
Combinations
  7. Discontinued Operations
  25




---



##### Table of Contents



8. Restructuring Charges and Exit Activities
 BankAtlantic Bancorp and BankAtlantic
  EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1,
2008
    
    $
    102
    
    
    
    990
    
    
    
    1,092Expenses incurred
    
    
    2,095
    
    
    
    361
    
    
    
    2,456Amounts paid or
amortized
    
    
    (1,105
    )
    
    
    (288
    )
    
    
    (1,393
    )Balance at June 30, 2008
    
    $
    1,092
    
    
    
    1,063
    
    
    
    2,155Balance at January 1,
2009
    
    $
    171
    
    
    
    1,462
    
    
    
    1,633Expense incurred
    
    
    1,946
    
    
    
    1,301
    
    
    
    3,247Amounts paid or
amortized
    
    
    (1,693
    )
    
    
    (60
    )
    
    
    (1,753
    )Balance at June 30, 2009
    
    $
    424
    
    
    
    2,703
    
    
    
    3,127
    Woodbridge Holdings Corporation and Levitt and Sons
  SeveranceRelated
    
    
    
    
    
    Independent
    
    Suretyand
    
    
    
    
    
    Contractor
    
    BondBenefits
    
    Facilities
    
    Agreements
    
    Accrual
    
    TotalBalance at December 31, 2007
    
    $
    1,954
    
    
    
    1,010
    
    
    
    1,421
    
    
    
    1,826
    
    
    
    6,211Restructuring charges (credits)
    
    
    2,023
    
    
    
    140
    
    
    
    (25
    )
    
    
    (150
    )
    
    
    1,988Cash payments
    
    
    (2,681
    )
    
    
    (259
    )
    
    
    (412
    )
    
    
    (532
    )
    
    
    (3,884
    )Balance at June 30, 2008
    
    $
    1,296
    
    
    
    891
    
    
    
    984
    
    
    
    1,144
    
    
    
    4,315Balance at December 31, 2008
    
    $
    129
    
    
    
    704
    
    
    
    597
    
    
    
    1,144
    
    
    
    2,574Restructuring charges
    
    
    82
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    121Cash payments
    
    
    (211
    )
    
    
    (186
    )
    
    
    (388
    )
    
    
    (37
    )
    
    
    (822
    )Balance at June 30, 2009
    
    $
    
    
    
    
    518
    
    
    
    248
    
    
    
    1,107
    
    
    
    1,873
  26




---



##### Table of Contents



Accounting for Costs Associated with Exit or Disposal Activities
   27




---



##### Table of Contents



9. Securities Available for Sale
  June 30, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    281,954
    
    
    
    11,189
    
    
    
    2
    
    
    
    293,141Real estate mortgage investment conduits (1)
    
    
    134,627
    
    
    
    3,034
    
    
    
    70
    
    
    
    137,591Total mortgage-backed securities
    
    
    416,581
    
    
    
    14,223
    
    
    
    72
    
    
    
    430,732Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihanas Convertible Preferred Stock
    
    
    16,426
    
    
    
    4,085
    
    
    
    
    
    
    
    20,511Equity securities (2)
    
    
    2,912
    
    
    
    4,771
    
    
    
    5
    
    
    
    7,678Total investment securities
    
    
    19,588
    
    
    
    8,856
    
    
    
    5
    
    
    
    28,439Total
    
    $
    436,169
    
    
    
    23,079
    
    
    
    77
    
    
    
    459,171
 December 31, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMortgage-Backed Securities:Mortgage-backed securities
    
    $
    521,895
    
    
    
    11,017
    
    
    
    39
    
    
    
    532,873Real estate mortgage investment conduits (1)
    
    
    165,449
    
    
    
    1,846
    
    
    
    944
    
    
    
    166,351Total mortgage-backed securities
    
    
    687,344
    
    
    
    12,863
    
    
    
    983
    
    
    
    699,224Investment Securities:Other bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250Benihanas Convertible Preferred Stock
    
    
    16,426
    
    
    
    
    
    
    
    
    
    
    
    16,426Equity 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 securities includes Woodbridges investment in Office Depots common stock with an
estimated fair value of approximately $6.5 million and $4.3 million at June 30, 2009 and
December 31, 2008, respectively, discussed below.  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Gross gains on securities sales
    
    $
    2,070
    
    
    
    5,663
    
    
    
    6,510
    
    
    
    7,439Gross losses on securities sales
    
    $
    
    
    
    
    2
    
    
    
    
    
    
    
    4,660Proceeds from sales of
securities
    
    $
    43,277
    
    
    
    200,504
    
    
    
    205,706
    
    
    
    341,589
  28




---



##### Table of Contents



BFC  Benihana Investment
    Office Depot Investment
   29




---



##### Table of Contents



June 30,2009Fair value at December 31, 2008
    
    $
    4,278Other-than-temporary impairment during
the three months ended March 31, 2009
    
    
    (2,396
    )Unrealized holding gain
    
    
    4,663Fair value at June 30, 2009
    
    $
    6,545
  10. Loans Receivable
  June 30,
    
    
    December 31,2009
    
    
    2008Real estate loans:Residential
    
    $
    1,741,051
    
    
    
    1,916,562Builder land loans
    
    
    76,892
    
    
    
    84,453Land acquisition and development
    
    
    208,606
    
    
    
    226,484Land acquisition, development and
construction
    
    
    43,964
    
    
    
    60,730Construction and development
    
    
    212,675
    
    
    
    229,856Commercial
    
    
    732,604
    
    
    
    713,571Consumer  home equity
    
    
    697,631
    
    
    
    718,950Small business
    
    
    212,564
    
    
    
    218,694Other loans:Commercial business
    
    
    140,651
    
    
    
    144,554Small business  non-mortgage
    
    
    101,439
    
    
    
    108,230Consumer loans
    
    
    13,941
    
    
    
    16,406Deposit overdrafts
    
    
    8,240
    
    
    
    9,730Total gross loans
    
    
    4,190,258
    
    
    
    4,448,220Adjustments:Premiums, discounts and net deferred fees
    
    
    3,029
    
    
    
    3,221Allowance for loan losses
    
    
    (172,220
    )
    
    
    (137,257
    )Loans receivable  net
    
    $
    4,021,067
    
    
    
    4,314,184Loans held for sale
    
    $
    7,694
    
    
    
    3,461
  30




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##### Table of Contents



June 30,
    
    
    December 31,2009
    
    
    2008Construction and development
    
    $
    56,374
    
    
    
    124,332Commercial
    
    
    34,716
    
    
    
    38,930Total undisbursed loans in process
    
    $
    91,090
    
    
    
    163,262
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    158,397
    
    
    
    89,836
    
    
    
    137,257
    
    
    
    94,020Loans charged-off
    
    
    (30,332
    )
    
    
    (31,401
    )
    
    
    (54,261
    )
    
    
    (78,648
    )Recoveries of loans
previously charged-off
    
    
    661
    
    
    
    444
    
    
    
    1,453
    
    
    
    619Net (charge-offs)
    
    
    (29,671
    )
    
    
    (30,957
    )
    
    
    (52,808
    )
    
    
    (78,029
    )Provision for loan losses
    
    
    43,494
    
    
    
    47,247
    
    
    
    87,771
    
    
    
    90,135Balance, end of period
    
    $
    172,220
    
    
    
    106,126
    
    
    
    172,220
    
    
    
    106,126
  June 30, 2009
    
    
    December 31, 2008Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    246,240
    
    
    
    58,693
    
    
    
    174,710
    
    
    
    41,192Impaired loans without
specific
valuation allowances
    
    
    260,435
    
    
    
    
    
    
    
    138,548
    
    
    
    Total
    
    $
    506,675
    
    
    
    58,693
    
    
    
    313,258
    
    
    
    41,192
   For the Three
    
    
    For the SixMonths Ended
    
    
    Months EndedJune 30, 2009
    
    
    June 30, 2009Contracted interest income
    
    $
    6,408
    
    
    
    11,505Interest income recognized
    
    
    734
    
    
    
    1,428Foregone interest income
    
    $
    5,674
    
    
    
    10,077
 31




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##### Table of Contents



11. Real Estate Held for Development and Sale
  June 30,
    
    
    December 31,2009
    
    
    2008Land and land development costs
    
    $
    221,746
    
    
    
    221,684Construction costs
    
    
    442
    
    
    
    463Capitalized interest and other costs
    
    
    40,727
    
    
    
    38,539Land held for sale
    
    
    8,043
    
    
    
    8,077Total
    
    $
    270,958
    
    
    
    268,763
   12. Investments in Unconsolidated Affiliates
   s
 32




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##### Table of Contents



Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2009Pro rata share of Bluegreens net income
    
    $
    2,076
    
    
    
    3,158Amortization of basis difference
    
    
    8,638
    
    
    
    13,892Total earnings from Bluegreen Corporation
    
    $
    10,714
    
    
    
    17,050
  June 30,
    
    
    December 31,2009
    
    
    2008Pro rata share of investment in Bluegreen Corporation
    
    $
    35,089
    
    
    
    115,072Purchase accounting adjustment (from the step acquisition)
    
    
    
    
    
    
    (4,700
    )Amortization of basis difference
    
    
    13,892
    
    
    
    13,850Less: Impairment of investment in Bluegreen Corporation
    
    
    (20,401
    )
    
    
    (94,433
    )Investment in Bluegreen Corporation
    
    $
    28,580
    
    
    
    29,789
  Unaudited Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2009
    
    
    2008Total assets
    
    $
    1,196,265
    
    
    
    1,193,507Total liabilities
    
    $
    764,147
    
    
    
    781,522Total Bluegreen shareholders equity
    
    
    399,864
    
    
    
    382,467Noncontrolling interest
    
    
    32,254
    
    
    
    29,518Total equity
    
    
    432,118
    
    
    
    411,985Total liabilities and shareholders equity
    
    $
    1,196,265
    
    
    
    1,193,507
 Unaudited Condensed Consolidated Statements of Income
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues and other income
    
    $
    92,031
    
    
    
    151,603
    
    
    
    170,520
    
    
    
    290,955Cost and other expenses
    
    
    86,321
    
    
    
    144,726
    
    
    
    157,775
    
    
    
    280,989Income before noncontrolling interests
and provision for income taxes
    
    
    5,710
    
    
    
    6,877
    
    
    
    12,745
    
    
    
    9,966Benefit (provision) for income taxes
    
    
    2,654
    
    
    
    (2,112
    )
    
    
    358
    
    
    
    (2,967
    )Net income
    
    
    8,364
    
    
    
    4,765
    
    
    
    13,103
    
    
    
    6,999Net income attributable to noncontrolling
Interests
    
    
    1,550
    
    
    
    (1,320
    )
    
    
    2,736
    
    
    
    (2,158
    )Net income attributable to Bluegreen
    
    $
    6,814
    
    
    
    3,445
    
    
    
    10,367
    
    
    
    4,841
 13. Goodwill
  33




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##### Table of Contents



14. Debt and Development Bonds Payable
   June 30,
    
    
    December 31,2009
    
    
    2008
    
    
    Maturity Date5.50% Commercial development mortgage note payable (a)
    
    $
    58,262
    
    
    
    58,262
    
    
    June 20122.06% Commercial development mortgage note payable
    
    
    4,696
    
    
    
    4,724
    
    
    June 20102.41% Commercial development mortgage note payable
    
    
    9,041
    
    
    
    8,919
    
    
    July 20105.00% Land development mortgage note payable
    
    
    25,000
    
    
    
    25,000
    
    
    February 20123.72% Land acquisition mortgage note payable
    
    
    22,824
    
    
    
    23,184
    
    
    October 20196.88% Land acquisition mortgage note payable
    
    
    4,808
    
    
    
    4,928
    
    
    October 20193.06% Land acquisition mortgage note payable (b)
    
    
    86,392
    
    
    
    86,922
    
    
    June 20113.25% Borrowing base facility
    
    
    37,174
    
    
    
    37,458
    
    
    March 20115.47% Other mortgage note payable
    
    
    11,712
    
    
    
    11,831
    
    
    April 20156.00%  6.13% Development bonds
    
    
    3,281
    
    
    
    3,291
    
    
    May 20356.50%  9.15% Other borrowings
    
    
    274
    
    
    
    381
    
    
    August 2009 - June 2013Total
    
    $
    263,464
    
    
    
    264,900
 
 (a)
    
    Core has a credit agreement with a financial institution which provides for borrowings of up
to $64.3 million. The credit agreement had an original maturity date of June 26, 2009 and a
variable interest rate of 30-day LIBOR plus 170 basis points or Prime Rate. During June 2009,
the loan agreement was modified to extend the maturity date to June 2012. The loan, as modified, bears interest at a fixed interest rate of
5.5%. The terms of 34




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##### Table of Contents



the modification also required Core to pledge approximately 10 acres of
additional collateral. The new terms of the loan also include a debt service coverage ratio
covenant of 1.10:1 and the elimination of a loan to value covenant. As of June 30, 2009, the
loan had an outstanding balance of $58.3 million.(b)
    
    In January of 2009, Core was advised by one of its lenders that the lender had received an
external appraisal on the land that serves as collateral for a development mortgage note
payable, which had an outstanding balance of $86.4 million at June 30, 2009. The appraised
value would suggest the potential for a re-margining payment to bring the note payable back in
line with the minimum loan-to-value requirement. The lender is conducting its internal review
procedures, including the determination of the appraised value. As of the date of this filing,
Core is in discussions with the lender to restructure the loan which may eliminate any
re-margining requirements; however, there is no assurance that these discussions will be
successful or that re-margining payments will not otherwise be required in the future.  Accounting for Contingencies,
 Accounting for Special Assessments and Tax Increment
Financing
 15. Interest Expense
  For the Three Months Ended,
    
    
    For the Six Months Ended,June 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest expense
    
    $
    25,212
    
    
    
    38,415
    
    
    
    54,378
    
    
    
    85,589Interest capitalized
    
    
    (651
    )
    
    
    (3,062
    )
    
    
    (2,285
    )
    
    
    (6,250
    )Interest expense, net
    
    $
    24,561
    
    
    
    35,353
    
    
    
    52,093
    
    
    
    79,339
 35




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##### Table of Contents



16. Woodbridge Incentive Compensation Program
  Share-Based Payment
 17. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk
  June 30,
    
    December 31,2009
    
    2008BFC ActivitiesGuaranty agreements
    
    $
    36,000
    
    
    
    38,000Financial ServicesCommitments to sell fixed rate residential loans
    
    
    45,897
    
    
    
    25,304Commitments to originate loans held for sale
    
    
    38,202
    
    
    
    21,843Commitments to originate loans held to maturity
    
    
    50,163
    
    
    
    16,553Commitments to extend credit, including the undisbursed
portion of loans in process
    
    
    428,628
    
    
    
    597,739Standby letters of credit
    
    
    16,892
    
    
    
    20,558Commercial lines of credit
    
    
    68,121
    
    
    
    66,954Real Estate DevelopmentContinued Agreement of Indemnity- surety bonds
    
    
    17,100
    
    
    
    19,900
 BFC Activities
   36




---



##### Table of Contents



Financial Services
  Real Estate Development
   37




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes  an interpretation of FASB No.
109
 18. Redeemable 5% Cumulative Preferred Stock
    19. Certain Relationships and Related Party Transactions
  38




---



##### Table of Contents



BankAtlantic(In thousands)
    
    
    
    
    
    BFC
    
    Bancorp
    
    Woodbridge
    
    BluegreenFor the Three Months Ended June 30, 2009Shared service income (expense)
    
    
    (a
    )
    
    $
    849
    
    
    
    (458
    )
    
    
    (255
    )
    
    
    (136
    )Facilities cost
    
    
    (a
    )
    
    $
    (54
    )
    
    
    78
    
    
    
    (38
    )
    
    
    14Interest income (expense) from
cash balance/securities sold under
agreements to repurchase
    
    
    (b
    )
    
    $
    
    
    
    
    (9
    )
    
    
    9
    
    
    
    For the Three Months Ended June 30, 2008Shared service income (expense)
    
    
    (a
    )
    
    $
    891
    
    
    
    (452
    )
    
    
    (321
    )
    
    
    (118
    )Facilities cost
    
    
    (a
    )
    
    $
    (86
    )
    
    
    127
    
    
    
    (62
    )
    
    
    21Interest income (expense) from
cash balance/securities sold under
agreements to repurchase
    
    
    (b
    )
    
    $
    2
    
    
    
    (11
    )
    
    
    9
    
    
    
    For the Six Months Ended June 30, 2009Shared service income (expense)
    
    
    (a
    )
    
    $
    1,710
    
    
    
    (906
    )
    
    
    (531
    )
    
    
    (273
    )Facilities cost
    
    
    (a
    )
    
    $
    (111
    )
    
    
    156
    
    
    
    (76
    )
    
    
    31Interest income (expense) from
cash balance/securities sold under
agreements to repurchase
    
    
    (b
    )
    
    $
    
    
    
    
    (28
    )
    
    
    28
    
    
    
    For the Six months Ended June 30, 2008Shared service income (expense)
    
    
    (a
    )
    
    $
    1,389
    
    
    
    (716
    )
    
    
    (467
    )
    
    
    (206
    )Facilities cost
    
    
    (a
    )
    
    $
    (149
    )
    
    
    177
    
    
    
    (62
    )
    
    
    34Interest income (expense) from
cash balance/securities sold under
agreements to repurchase
    
    
    (b
    )
    
    $
    7
    
    
    
    (37
    )
    
    
    30
    
    
    
    At June 30, 2009Cash and cash equivalents and
(securities sold under agreements
to repurchase)
    
    
    (b
    )
    
    $
    225
    
    
    
    (6,307
    )
    
    
    6,082
    
    
    
    Shared service receivable (payable)
    
    
    (a
    )
    
    $
    367
    
    
    
    (157
    )
    
    
    (86
    )
    
    
    (124
    )At December 31, 2008Cash and cash equivalents and
(securities sold under agreements
to repurchase)
    
    
    (b
    )
    
    $
    263
    
    
    
    (4,696
    )
    
    
    4,433
    
    
    
    Shared service receivable (payable)
    
    
    (a
    )
    
    $
    398
    
    
    
    (175
    )
    
    
    (115
    )
    
    
    (108
    )
 
 (a)
    
    Pursuant to the terms of shared service agreements between BFC,
BankAtlantic Bancorp and Woodbridge, subsidiaries of BFC provide
shared service operations in the areas of human resources, risk
management, investor relations, executive office administration and
other services to BankAtlantic Bancorp and Woodbridge. Additionally,
BFC provides certain risk management and administrative services to
Bluegreen. The costs of shared services are allocated based upon the
usage of the respective services. Also, as part of the shared service
arrangement, BFC pays BankAtlantic Bancorp and Bluegreen for office
facilities costs relating to BFC and its shared service operations.In May 2009, BFC and BFC Shared Service Corporation (BFC Shared
Service), a wholly-owned subsidiary of BFC, amended the terms of the
office lease agreements with BankAtlantic under which BFC and BFC
Shared Service agreed to pay BankAtlantic an annual rent of
approximately $304,000 for office space in BankAtlantics corporate
headquarters. In May 2009, BFC also amended the terms of the office
sub-lease agreement with Woodbridge for office space in BankAtlantics
corporate headquarters pursuant to which Woodbridge agreed to pay BFC
an annual rent of approximately $141,000. All above mentioned lease
agreements were originally entered into in May 2008.(b)
    
    BFC and Woodbridge entered into securities sold under agreements to
repurchase transactions with BankAtlantic in the aggregate of
approximately $6.3 million and $4.7 million at June 30, 2009 and
December 31, 2008, respectively. These transactions have similar terms
as BankAtlantics agreements with unaffiliated parties. As of June 30,
2009, BankAtlantic facilitated the placement of $51.8 million of
certificates of deposit insured by the Federal Deposit Insurance
Corporation (the FDIC) with other insured depository institutions on
Woodbridges behalf through the Certificate of Deposit Account
Registry Service (CDARS) program. The CDARS program facilitates the
placement of funds into certificates of deposit issued by other
financial institutions in increments of less than the standard FDIC
insurance maximum to insure that both principal and interest are
eligible for full FDIC insurance coverage. At June 30, 2009,
Woodbridges placements under the CDARS program with maturity dates of
less than 3 months totaled $1.9 million, while placements with
maturity dates or more than 3 months totaled $49.9 million. 39




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##### Table of Contents



BankAtlantic BancorpClass A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    53,789
    
    
    $
    48.46Options non-vested
    
    
    13,610
    
    
    $
    92.85
    20. Loss Per Common Share
  40




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##### Table of Contents



For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Basic (loss) earnings per common share:Numerator:Loss from continuing operations
    
    $
    (39,526
    )
    
    
    (26,743
    )
    
    
    (72,759
    )
    
    
    (59,841
    )Less: Net Loss from continuing operations attributable
to noncontrolling interests
    
    
    26,617
    
    
    
    21,826
    
    
    
    48,189
    
    
    
    48,891Loss from continuing operations attributable to BFC
    
    
    (12,909
    )
    
    
    (4,917
    )
    
    
    (24,570
    )
    
    
    (10,950
    )Preferred stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Loss allocable to common stock
    
    
    (13,096
    )
    
    
    (5,104
    )
    
    
    (24,945
    )
    
    
    (11,325
    )Discontinued operations, net of taxes
    
    
    
    
    
    
    
    
    
    
    4,201
    
    
    
    1,019Less: Noncontrolling interests discontinued operations
    
    
    
    
    
    
    
    
    
    
    (2,943
    )
    
    
    (857
    )Discontinued operations, net of taxes attributable to BFC
    
    
    
    
    
    
    
    
    
    
    1,258
    
    
    
    162Net loss allocable to common shareholders
    
    $
    (13,096
    )
    
    
    (5,104
    )
    
    
    (23,687
    )
    
    
    (11,163
    )Denominator:Basic weighted average number
of common shares outstanding
    
    
    45,126
    
    
    
    45,112
    
    
    
    45,120
    
    
    
    45,108Basic (loss) earnings per common shareLoss per share from continuing operations
    
    $
    (0.29
    )
    
    
    (0.11
    )
    
    
    (0.55
    )
    
    
    (0.25
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    Basic loss per share
    
    $
    (0.29
    )
    
    
    (0.11
    )
    
    
    (0.52
    )
    
    
    (0.25
    )Diluted (loss) earnings per common share:Loss allocable to common stock
    
    $
    (13,096
    )
    
    
    (5,104
    )
    
    
    (24,945
    )
    
    
    (11,325
    )Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss allocable to common stock after assumed dilution
    
    $
    (13,096
    )
    
    
    (5,104
    )
    
    
    (24,945
    )
    
    
    (11,325
    )Discontinued operations, net of taxes attributable to BFC
    
    $
    
    
    
    
    
    
    
    
    1,258
    
    
    
    162Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    1,258
    
    
    
    162Net loss allocable to common shareholders
    
    $
    (13,096
    )
    
    
    (5,104
    )
    
    
    (23,687
    )
    
    
    (11,163
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    45,126
    
    
    
    45,112
    
    
    
    45,120
    
    
    
    45,108Effect of dilutive stock options and unvested restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted average number of common shares outstanding
    
    
    45,126
    
    
    
    45,112
    
    
    
    45,120
    
    
    
    45,108Diluted (loss) earnings per common share:Loss per share from continuing operations
    
    $
    (0.29
    )
    
    
    (0.11
    )
    
    
    (0.55
    )
    
    
    (0.25
    )Earnings (loss) per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    Diluted loss per share
    
    $
    (0.29
    )
    
    
    (0.11
    )
    
    
    (0.52
    )
    
    
    (0.25
    )
  41




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##### Table of Contents



21. Parent Company Financial Information
   
 June 30,
    
    
    December 31,2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    5,921
    
    
    
    9,218Investment securities
    
    
    20,598
    
    
    
    16,523Investment in venture partnerships
    
    
    346
    
    
    
    361Investment in BankAtlantic Bancorp, Inc.
    
    
    43,742
    
    
    
    66,326Investment in Woodbridge Holdings Corporation
    
    
    41,120
    
    
    
    35,575Investment in and advances to wholly owned subsidiaries
    
    
    2,241
    
    
    
    2,323Other assets
    
    
    1,252
    
    
    
    835Total assets
    
    $
    115,220
    
    
    
    131,161Liabilities and Shareholders EquityAdvances from and negative basis in wholly owned subsidiaries
    
    $
    798
    
    
    
    789Other liabilities
    
    
    6,866
    
    
    
    6,476Total liabilities
    
    
    7,664
    
    
    
    7,265Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    96,527
    
    
    
    112,867Total liabilities and shareholders equity
    
    $
    115,220
    
    
    
    131,161
 
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    333
    
    
    
    615
    
    
    
    616
    
    
    
    1,137Expenses
    
    
    2,012
    
    
    
    2,169
    
    
    
    4,035
    
    
    
    4,813(Loss) before earnings (loss) from subsidiaries
    
    
    (1,679
    )
    
    
    (1,554
    )
    
    
    (3,419
    )
    
    
    (3,676
    )Equity in loss from BankAtlantic Bancorp
    
    
    (11,464
    )
    
    
    (4,557
    )
    
    
    (24,823
    )
    
    
    (10,342
    )Equity in earnings (loss) from Woodbridge
    
    
    226
    
    
    
    (1,783
    )
    
    
    3,771
    
    
    
    (3,861
    )Equity in earnings (loss) from other subsidiaries
    
    
    8
    
    
    
    (203
    )
    
    
    (99
    )
    
    
    (117
    )Loss from continuing operations before income taxes
    
    
    (12,909
    )
    
    
    (8,097
    )
    
    
    (24,570
    )
    
    
    (17,996
    )Benefit from income taxes
    
    
    
    
    
    
    3,180
    
    
    
    
    
    
    
    7,046Loss from continuing operations
    
    
    (12,909
    )
    
    
    (4,917
    )
    
    
    (24,570
    )
    
    
    (10,950
    )Discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    1,258
    
    
    
    162Net loss attributable to BFC
    
    
    (12,909
    )
    
    
    (4,917
    )
    
    
    (23,312
    )
    
    
    (10,788
    )5% Preferred stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    
    $
    (13,096
    )
    
    
    (5,104
    )
    
    
    (23,687
    )
    
    
    (11,163
    )
 42




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##### Table of Contents



For the Six MonthsEnded June 30,2009
    
    
    2008Operating Activities:Net cash used in operating activities
    
    $
    (3,006
    )
    
    
    (3,754
    )Investing Activities:Distribution from partnership
    
    
    84
    
    
    
    533Net cash provided by in investing activities
    
    
    84
    
    
    
    533Financing Activities:Preferred stock dividends paid
    
    
    (375
    )
    
    
    (375
    )Net cash used in financing activities
    
    
    (375
    )
    
    
    (375
    )Decrease in cash and cash equivalents
    
    
    (3,297
    )
    
    
    (3,596
    )Cash at beginning of period
    
    
    9,218
    
    
    
    17,999Cash at end of period
    
    $
    5,921
    
    
    
    14,403Supplementary disclosure of non-cash investing and financing activitiesNet increase (decrease) in shareholders equity from the effect of subsidiaries
capital transactions, net of income taxes
    
    $
    732
    
    
    
    329Increase (decrease) increase in accumulated other comprehensive income, net of taxes
    
    
    5,696
    
    
    
    (1,651
    )Net increase in shareholders equity resulting from the cumulative impact of
accounting changes recognized by Bluegreen on retained interests in notes receivable
    
    
    485
    
    
    
    
  22. New Accounting Pronouncements
 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles  a replacement of FASB Statement No. 162
 Amendments
to FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities
 Accounting
for Transfers of Financial Assets, an amendment of FASB Statement No. 140 Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities  a replacement of
FASB Statement No. 125
 43




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##### Table of Contents



23. Litigation
 Class Action Litigation
  Surety Bond Claim
  General Litigation
  24. Bankruptcy of Levitt and Sons
   44




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##### Table of Contents



25. Subsequent Events
 Merger Agreement with Woodbridge
   Additional Pizza Fusion Investment
  45




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
 Overview
        PercentShares
    
    Percent of
    
    ofOwned
    
    Ownership
    
    VoteBankAtlantic BancorpClass A Common Stock
    
    
    2,389,697
    
    
    
    23.28
    %
    
    
    12.34
    %Class B Common Stock
    
    
    975,225
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,364,922
    
    
    
    29.94
    %
    
    
    59.34
    %Woodbridge Holdings CorporationClass A Common Stock
    
    
    3,735,392
    
    
    
    22.45
    %
    
    
    11.90
    %Class B Common Stock
    
    
    243,807
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,979,199
    
    
    
    23.57
    %
    
    
    58.90
    %
  46




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##### Table of Contents



Forward Looking Statements
   
    
    the impact of economic, competitive and other factors affecting the Company and its
subsidiaries, and their operations, markets, products and services;
    
    adverse conditions in the stock market, the public debt market and other capital markets
and the impact of such conditions on the activities of the Company and its subsidiaries;
    
    BFC may need to issue debt or equity securities to fund its operations, and any such
securities may not be issued on favorable terms, if at all;
    
    BFC shareholders interests may be diluted if additional shares of BFC common stock are
issued and its interests in its subsidiaries may be diluted if its subsidiaries issue
additional shares of common stock;
    
    BFCs ability to meet its operating needs and provide for its ongoing operating
requirements through its cash and cash equivalents; and the Companys ability to obtain
additional funds on attractive terms, if at all, if additional funds are required;
    
    the performance of entities in which the Company has made investments may not be as
anticipated;
    
    BFC is dependent upon dividends from its subsidiaries to fund its operations, and
currently BankAtlantic Bancorp and Woodbridge are 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 impact of the costs incurred related to the proposed merger on BFCs results of
operations, financial condition and cash position and the risk that the proposed merger may
not be consummated on contemplated terms, or at all;
    
    the risk that the exchange ratio for shares of Woodbridges Class A Common Stock as set
forth in the merger agreement between BFC and Woodbridge will not be adjusted in the event
of any change in the market price of BFCs Class A Common Stock or Woodbridges Class A
Common Stock
    
    the risk that if the merger is consummated, BFCs shareholders will increase their
exposure to the real estate industry, which continues to experience significant weakness;
and
    
    BFC will be subject to the unique business and industry risks and characteristics of
each entity in which an investment is made.
  
    
    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 and increased unemployment on
its business generally, BankAtlantics well capitalized regulatory capital ratios, as well
as the ability of its borrowers to service their obligations and its customers to maintain
account balances;
 47




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##### Table of Contents




    
    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; Residential loans and Commercial
business loans; and conditions specifically in those market sectors;
    
    the risks of additional charge-offs, impairments and required increases in
BankAtlantics allowance for loan losses;
    
    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 account balances;
    
    BankAtlantics seven-day banking initiatives and other initiatives not resulting in
continued growth of core deposits or increasing average balances of new deposit accounts or
producing results which do not justify their costs;
    
    the success of BankAtlantic Bancorps expense reduction initiatives and the ability to
achieve additional cost savings;
    
    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.
  
    
    the impact of economic, competitive and other factors affecting Woodbridge and its
operations;
    
    the market for real estate in the areas where Woodbridge has developments, including
the impact of market conditions on Woodbridges margins and the fair value of its real
estate inventory;
    
    the risk that the value of the property held by Core Communities and Carolina Oak may
decline, including as a result of the current downturn in the residential and commercial
real estate and homebuilding industries, and the potential for related write-downs or
impairment charges;
    
    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 Core may be required to make accelerated principal payments on its debt
obligations due to re-margining or curtailment payment requirements, which may negatively
impact its financial condition and results of operations;
    
    risks associated with the securities owned by Woodbridge, including the risk that
Woodbridge may record further impairment charges with respect to such securities in the
event trading prices decline in the future;
    
    the risks associated with the businesses in which Woodbridge holds investments;
    
    risks associated with Woodbridges business strategy, including Woodbridges ability to
successfully make investments notwithstanding adverse conditions in the economy and the
credit markets;
    
    Woodbridges success in pursuing alternatives that could enhance liquidity for Bluegreen
or be profitable
 48




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##### Table of Contents



for Woodbridge;
    
    the impact on the price and liquidity of Woodbridges Class A Common Stock and on
Woodbridges ability to obtain additional capital in the event Woodbridge chooses to
de-register its securities;
    
    the risk relating to Woodbridges pursuit of the proposed merger with BFC, including
the risk that the merger may not be consummated on the contemplated terms, or at all; and
    
    Woodbridges success at managing the risks involved in the foregoing.
  Critical Accounting Policies
  49




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##### Table of Contents



Summary of Consolidated Results of Operations by Segment
  For the Three Months Ended June 30,
    
    
    For the Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008BFC Activities
    
    $
    (1,668
    )
    
    
    1,497
    
    
    
    (3,530
    )
    
    
    3,316Financial Services
    
    
    (39,325
    )
    
    
    (19,363
    )
    
    
    (85,333
    )
    
    
    (43,927
    )Real Estate Development
    
    
    1,467
    
    
    
    (8,877
    )
    
    
    16,104
    
    
    
    (19,230
    )Loss from continuing operations
    
    
    (39,526
    )
    
    
    (26,743
    )
    
    
    (72,759
    )
    
    
    (59,841
    )Discontinued operations, less income tax
    
    
    
    
    
    
    
    
    
    
    4,201
    
    
    
    1,019Net loss
    
    
    (39,526
    )
    
    
    (26,743
    )
    
    
    (68,558
    )
    
    
    (58,822
    )Less: Net loss attributable
to noncontrolling interests
    
    
    26,617
    
    
    
    21,826
    
    
    
    45,246
    
    
    
    48,034Net loss attributable to BFC
    
    
    (12,909
    )
    
    
    (4,917
    )
    
    
    (23,312
    )
    
    
    (10,788
    )5% Preferred stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common shareholders
    
    $
    (13,096
    )
    
    
    (5,104
    )
    
    
    (23,687
    )
    
    
    (11,163
    )
    50




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##### Table of Contents



Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    the decrease in cash and cash equivalents of approximately $7.1 million was primarily
due to: (i) Woodbridges net decrease in cash and cash equivalents of $56.6 million,
primarily related to cash used in operations and investments in time deposits of
approximately $40.3 million and (ii) a net decrease in cash and cash equivalents of $3.3
million at BFC, which resulted from cash used in operations of approximately $3.1 million
and cash used in financing activities of $375,000 associated with BFCs 5% Preferred Stock
dividend payment. The decrease in cash and cash equivalents was offset in part by higher
cash balances at the Federal Reserve Bank associated with daily cash management activities
at BankAtlantic.
    
    a decrease in Woodbridges restricted cash of approximately $13.4 million mainly
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 $190.6
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 the period;
    
    a decrease in BankAtlantics tax certificate balances primarily due to redemptions and
decreased tax certificate acquisitions compared to prior periods;
    
    a decline in BankAtlantics FHLB stock related to lower FHLB advance borrowings;
    
    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;
    
    an increase in BankAtlantics real estate owned 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.
  
    
    increased interest bearing deposit account balances at BankAtlantic associated with
sales efforts and promotions of higher-yielding interest-bearing checking accounts
partially offset by lower time deposits;
    
    higher non-interest-bearing deposit balances at BankAtlantic primarily due to
increased customer balances in checking accounts;
    
    lower FHLB advances and short-term borrowings at BankAtlantic due to repayments using
proceeds from the sale of securities, loan repayments and an increase in deposit account
balances;
    
    increase in BankAtlantic Bancorps junior subordinated debentures due to interest
deferrals; and
    
    a decrease of $52.9 million associated with Woodbridges reversal into income of the
loss in excess of investment in Levitt and Sons as a result of the Bankruptcy Courts
approval of the Levitt and Sons bankruptcy plan.
 New Accounting Pronouncements
  51




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BFC Activities
 BFC Activities
     For the Three Months
    
    
    Change
    
    
    For the Six Months
    
    
    ChangeEnded June 30,
    
    
    2009 vs.
    
    
    Ended June 30,
    
    
    2009 vs.2009
    
    
    2008
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2008RevenuesInterest and dividend income
    
    $
    256
    
    
    
    342
    
    
    
    (85
    )
    
    
    514
    
    
    
    762
    
    
    
    (247
    )Securities activities, net
    
    
    
    
    
    
    103
    
    
    
    (103
    )
    
    
    
    
    
    
    103
    
    
    
    (103
    )Other income, net
    
    
    1,009
    
    
    
    1,208
    
    
    
    (200
    )
    
    
    1,918
    
    
    
    2,897
    
    
    
    (980
    )1,265
    
    
    
    1,653
    
    
    
    (388
    )
    
    
    2,432
    
    
    
    3,762
    
    
    
    (1,330
    )Cost and ExpensesEmployee compensation
and benefits
    
    
    2,117
    
    
    
    2,344
    
    
    
    (227
    )
    
    
    4,313
    
    
    
    5,504
    
    
    
    (1,191
    )Other expenses
    
    
    799
    
    
    
    937
    
    
    
    (138
    )
    
    
    1,561
    
    
    
    1,935
    
    
    
    (374
    )2,916
    
    
    
    3,281
    
    
    
    (365
    )
    
    
    5,874
    
    
    
    7,439
    
    
    
    (1,565
    )Equity loss from
unconsolidated subsidiaries
    
    
    (17
    )
    
    
    (55
    )
    
    
    38
    
    
    
    (88
    )
    
    
    (53
    )
    
    
    (35
    )Loss from continuing
operations
before income taxes
    
    
    (1,668
    )
    
    
    (1,683
    )
    
    
    15
    
    
    
    (3,530
    )
    
    
    (3,730
    )
    
    
    200Benefit for income taxes
    
    
    
    
    
    
    (3,180
    )
    
    
    3,180
    
    
    
    
    
    
    
    (7,046
    )
    
    
    7,046(Loss) income from
continuing operations
    
    $
    (1,668
    )
    
    
    1,497
    
    
    
    (3,165
    )
    
    
    (3,530
    )
    
    
    3,316
    
    
    
    (6,846
    )
    52




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##### Table of Contents



BFC Activities
      Purchase Accounting
  Liquidity and Capital Resources of BFC
  For the Six Months EndedJune 30,2009
    
    
    2008Net cash provided by (used in):Operating activities
    
    $
    (3,050
    )
    
    
    (4,356
    )Investing activities
    
    
    114
    
    
    
    672Financing activities
    
    
    (383
    )
    
    
    (385
    )Decrease in cash and cash equivalents
    
    
    (3,319
    )
    
    
    (4,069
    )Cash and cash equivalents at beginning of
period
    
    
    9,719
    
    
    
    18,898Cash and cash equivalents at end of period
    
    $
    6,400
    
    
    
    14,829
  53




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##### Table of Contents



BFC Activities
  
    
    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.
  
    
    Pay dividends on BFCs outstanding 5% Preferred Stock; and
    
    Fund BFCs operating and general and administrative expenses, including shared services
costs.
       54




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##### Table of Contents



BFC Activities
       55




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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 June 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
  56




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp
  Consolidated Results of Operations
  For the Three Months Ended June 30,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (24,178
    )
    
    
    (14,059
    )
    
    
    (10,119
    )Parent Company
    
    
    (14,178
    )
    
    
    (5,304
    )
    
    
    (8,874
    )Net loss
    
    $
    (38,356
    )
    
    
    (19,363
    )
    
    
    (18,993
    )
 For the Three Months Ended June 30, 2009 Compared to the Same 2008 Period:
   57




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp
  For the Six Months Ended June 30,2009
    
    
    2008
    
    
    ChangeBankAtlantic
    
    $
    (64,767
    )
    
    
    (31,040
    )
    
    
    (33,727
    )Parent Company
    
    
    (20,200
    )
    
    
    (12,887
    )
    
    
    (7,313
    )Net loss
    
    $
    (84,967
    )
    
    
    (43,927
    )
    
    
    (41,040
    )
 For the Six Months Ended June 30, 2009 Compared to the Same 2008 Period:
   58




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp
 BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet
 Yield / Rate AnalysisFor the Three Months EndedJune 30, 2009
    
    
    June 30, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,226,918
    
    
    
    47,585
    
    
    
    4.50
    
    
    $
    4,470,868
    
    
    
    61,466
    
    
    
    5.50Investments
    
    
    702,931
    
    
    
    9,405
    
    
    
    5.35
    
    
    
    1,098,822
    
    
    
    16,615
    
    
    
    6.05Total interest earning assets
    
    
    4,929,849
    
    
    
    56,990
    
    
    
    4.62
    %
    
    
    5,569,690
    
    
    
    78,081
    
    
    
    5.61
    %Goodwill and core deposit intangibles
    
    
    16,618
    
    
    
    
    
    
    
    
    
    
    
    75,401Other non-interest earning assets
    
    
    324,435
    
    
    
    
    
    
    
    
    
    
    
    433,038Total Assets
    
    $
    5,270,902
    
    
    
    
    
    
    
    
    
    
    $
    6,078,129Deposits:Savings
    
    $
    451,122
    
    
    
    390
    
    
    
    0.35
    %
    
    $
    552,094
    
    
    
    1,284
    
    
    
    0.94
    %NOW
    
    
    1,159,531
    
    
    
    1,812
    
    
    
    0.63
    
    
    
    941,964
    
    
    
    1,898
    
    
    
    0.81Money market
    
    
    412,065
    
    
    
    674
    
    
    
    0.66
    
    
    
    617,013
    
    
    
    2,427
    
    
    
    1.58Certificates of deposit
    
    
    1,256,299
    
    
    
    8,651
    
    
    
    2.76
    
    
    
    917,133
    
    
    
    8,899
    
    
    
    3.90Total interest bearing deposits
    
    
    3,279,017
    
    
    
    11,527
    
    
    
    1.41
    
    
    
    3,028,204
    
    
    
    14,508
    
    
    
    1.93Short-term borrowed funds
    
    
    65,604
    
    
    
    27
    
    
    
    0.17
    
    
    
    166,031
    
    
    
    788
    
    
    
    1.91Advances from FHLB
    
    
    625,254
    
    
    
    5,082
    
    
    
    3.26
    
    
    
    1,389,835
    
    
    
    12,433
    
    
    
    3.60Long-term debt
    
    
    22,779
    
    
    
    276
    
    
    
    4.86
    
    
    
    26,274
    
    
    
    429
    
    
    
    6.57Total interest bearing liabilities
    
    
    3,992,654
    
    
    
    16,912
    
    
    
    1.70
    
    
    
    4,610,344
    
    
    
    28,158
    
    
    
    2.46Demand deposits
    
    
    810,031
    
    
    
    
    
    
    
    
    
    
    
    878,906Non-interest bearing other liabilities
    
    
    62,835
    
    
    
    
    
    
    
    
    
    
    
    45,770Total Liabilities
    
    
    4,865,520
    
    
    
    
    
    
    
    
    
    
    
    5,535,020Stockholders equity
    
    
    405,382
    
    
    
    
    
    
    
    
    
    
    
    543,109Total liabilities and stockholders
equity
    
    $
    5,270,902
    
    
    
    
    
    
    
    
    
    
    $
    6,078,129Net interest income/
net interest spread
    
    
    
    
    
    $
    40,078
    
    
    
    2.92
    %
    
    
    
    
    
    $
    49,923
    
    
    
    3.15
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.62
    %
    
    
    
    
    
    
    
    
    
    
    5.61
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.38
    
    
    
    
    
    
    
    
    
    
    
    2.03Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.24
    %
    
    
    
    
    
    
    
    
    
    
    3.58
    %
 For the Three Months Ended June 30, 2009 Compared to the Same 2008 Period:
    59




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Financial Services
(BankAtlantic Bancorp
     60




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp
 Average Balance Sheet
 Yield / Rate AnalysisFor the Six Months EndedJune 30, 2009
    
    
    June 30, 2008Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/( dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,291,012
    
    
    
    97,191
    
    
    
    4.53
    
    
    $
    4,554,307
    
    
    
    129,602
    
    
    
    5.69Investments
    
    
    818,790
    
    
    
    22,208
    
    
    
    5.42
    
    
    
    1,065,268
    
    
    
    31,837
    
    
    
    5.98Total interest earning assets
    
    
    5,109,802
    
    
    
    119,399
    
    
    
    4.67
    %
    
    
    5,619,575
    
    
    
    161,439
    
    
    
    5.75Goodwill and core deposit intangibles
    
    
    21,269
    
    
    
    
    
    
    
    
    
    
    
    75,560Other non-interest earning assets
    
    
    340,386
    
    
    
    
    
    
    
    
    
    
    
    424,767Total Assets
    
    $
    5,471,457
    
    
    
    
    
    
    
    
    
    
    $
    6,119,902Deposits:Savings
    
    $
    446,227
    
    
    
    890
    
    
    
    0.40
    %
    
    $
    559,271
    
    
    
    3,302
    
    
    
    1.19NOW
    
    
    1,103,634
    
    
    
    3,226
    
    
    
    0.59
    
    
    
    934,173
    
    
    
    4,581
    
    
    
    0.99Money market
    
    
    416,947
    
    
    
    1,447
    
    
    
    0.70
    
    
    
    613,038
    
    
    
    5,585
    
    
    
    1.83Certificates of deposit
    
    
    1,278,057
    
    
    
    18,951
    
    
    
    2.99
    
    
    
    954,605
    
    
    
    19,633
    
    
    
    4.14Total deposits
    
    
    3,244,865
    
    
    
    24,514
    
    
    
    1.52
    
    
    
    3,061,087
    
    
    
    33,101
    
    
    
    2.17Short-term borrowed funds
    
    
    171,319
    
    
    
    208
    
    
    
    0.24
    
    
    
    167,386
    
    
    
    2,113
    
    
    
    2.54Advances from FHLB
    
    
    763,398
    
    
    
    12,246
    
    
    
    3.23
    
    
    
    1,406,790
    
    
    
    27,379
    
    
    
    3.91Long-term debt
    
    
    22,799
    
    
    
    584
    
    
    
    5.17
    
    
    
    26,365
    
    
    
    918
    
    
    
    7.00Total interest bearing liabilities
    
    
    4,202,381
    
    
    
    37,552
    
    
    
    1.80
    
    
    
    4,661,628
    
    
    
    63,511
    
    
    
    2.74Demand deposits
    
    
    793,098
    
    
    
    
    
    
    
    
    
    
    
    866,834Non-interest bearing other liabilities
    
    
    62,184
    
    
    
    
    
    
    
    
    
    
    
    47,298Total Liabilities
    
    
    5,057,663
    
    
    
    
    
    
    
    
    
    
    
    5,575,760Stockholders equity
    
    
    413,794
    
    
    
    
    
    
    
    
    
    
    
    544,142Total liabilities and stockholders
equity
    
    $
    5,471,457
    
    
    
    
    
    
    
    
    
    
    $
    6,119,902Net interest income/net
interest spread
    
    
    
    
    
    $
    81,847
    
    
    
    2.87
    %
    
    
    
    
    
    $
    97,928
    
    
    
    3.01MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.67
    %
    
    
    
    
    
    
    
    
    
    
    5.75Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    1.48
    
    
    
    
    
    
    
    
    
    
    
    2.27Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.19
    %
    
    
    
    
    
    
    
    
    
    
    3.48
 For the Six Months Ended June 30, 2009 Compared to the Same 2008 Period:
  61




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Financial Services
(BankAtlantic Bancorp)
 Asset Quality
  June 30,
    
    
    December 31,2009
    
    
    2008NONPERFORMING ASSETSNonaccrual:Tax certificates
    
    $
    3,091
    
    
    
    1,441Loans (3)
    
    
    295,448
    
    
    
    208,088Total nonaccrual
    
    
    298,539
    
    
    
    209,529Repossessed assets:Real estate owned
    
    
    30,213
    
    
    
    19,045Other repossessed assets
    
    
    23
    
    
    
    Total nonperforming assets, net
    
    $
    328,775
    
    
    
    228,574AllowancesAllowance for loan losses
    
    $
    156,821
    
    
    
    125,572Allowance for tax certificate losses
    
    
    7,508
    
    
    
    6,064Total allowances
    
    $
    164,329
    
    
    
    131,636POTENTIAL PROBLEM LOANSContractually past due 90 days or more (1)
    
    $
    12,654
    
    
    
    15,721Performing impaired loans (2)
    
    
    83,612
    
    
    
    Troubled debt restructured loans
    
    
    63,057
    
    
    
    25,843TOTAL POTENTIAL PROBLEM LOANS
    
    $
    159,323
    
    
    
    41,564
 
 (1)
    
    The majority of these loans have matured and the
borrowers continue to make payments under the matured agreements.(2)
    
    BankAtlantic believes that it will ultimately collect
all of the principal and interest associated with these loans; however, the
timing of the payments may not be in accordance with the contractual terms
of the loan agreement.(3)
    
    Includes $44.8 million and $0 of troubled debt
restructured loans as of June 30, 2009 and December 31, 2008, respectively.   62




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
      As of June 30, 2009
    
    
    As of December 31, 2008Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    33,811
    
    
    
    45,399
    
    
    
    
    
    
    
    25,843Small business
    
    
    4,159
    
    
    
    5,708
    
    
    
    
    
    
    
    Consumer
    
    
    668
    
    
    
    9,989
    
    
    
    
    
    
    
    Residential
    
    
    6,137
    
    
    
    1,961
    
    
    
    
    
    
    
    Total
    
    $
    44,775
    
    
    
    63,057
    
    
    
    
    
    
    
    25,843
   June 30,
    
    
    December 31,2009
    
    
    2008Commercial
    
    $
    32,252
    
    
    
    29,208Small business
    
    
    435
    
    
    
    300Consumer
    
    
    2,551
    
    
    
    Residential
    
    
    8,088
    
    
    
    Total
    
    $
    43,326
    
    
    
    29,508
  63




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Balance, beginning of period
    
    $
    146,639
    
    
    
    83,396
    
    
    
    125,572
    
    
    
    94,020Charge-offsResidential
    
    
    (3,923
    )
    
    
    (1,027
    )
    
    
    (8,511
    )
    
    
    (1,651
    )Commercial
    
    
    (10,530
    )
    
    
    (14,501
    )
    
    
    (16,095
    )
    
    
    (55,092
    )Commercial business
    
    
    (516
    )
    
    
    
    
    
    
    (516
    )
    
    
    Consumer
    
    
    (9,118
    )
    
    
    (7,225
    )
    
    
    (19,439
    )
    
    
    (12,061
    )Small business
    
    
    (2,347
    )
    
    
    (464
    )
    
    
    (5,118
    )
    
    
    (1,660
    )Total Charge-offs
    
    
    (26,434
    )
    
    
    (23,217
    )
    
    
    (49,679
    )
    
    
    (70,464
    )Recoveries of loans previously charged-off
    
    
    661
    
    
    
    444
    
    
    
    1,453
    
    
    
    619Net (charge-offs)
    
    
    (25,773
    )
    
    
    (22,773
    )
    
    
    (48,226
    )
    
    
    (69,845
    )Transfer of specific reserves to Parent Company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,440
    )Provision for loan losses
    
    
    35,955
    
    
    
    37,801
    
    
    
    79,475
    
    
    
    80,689Balance, end of period
    
    $
    156,821
    
    
    
    98,424
    
    
    
    156,821
    
    
    
    98,424
  BankAtlantics Non-Interest Income
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeService charges on deposits
    
    $
    19,347
    
    
    
    24,466
    
    
    
    (5,119
    )
    
    
    38,032
    
    
    
    48,480
    
    
    
    (10,448
    )Other service charges and fees
    
    
    8,059
    
    
    
    7,121
    
    
    
    938
    
    
    
    15,084
    
    
    
    14,554
    
    
    
    530Securities activities, net
    
    
    2,067
    
    
    
    1,960
    
    
    
    107
    
    
    
    6,387
    
    
    
    2,301
    
    
    
    4,086Income from unconsolidated
subsidiaries
    
    
    103
    
    
    
    147
    
    
    
    (44
    )
    
    
    181
    
    
    
    1,260
    
    
    
    (1,079
    )Other
    
    
    3,200
    
    
    
    3,034
    
    
    
    166
    
    
    
    5,957
    
    
    
    5,686
    
    
    
    271Non-interest income
    
    $
    32,776
    
    
    
    36,728
    
    
    
    (3,952
    )
    
    
    65,641
    
    
    
    72,281
    
    
    
    (6,640
    )
  64




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       BankAtlantics Non-Interest Expense
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeEmployee compensation and benefits
    
    $
    24,985
    
    
    
    32,118
    
    
    
    (7,133
    )
    
    
    53,063
    
    
    
    66,361
    
    
    
    (13,298
    )Occupancy and equipment
    
    
    14,842
    
    
    
    16,171
    
    
    
    (1,329
    )
    
    
    29,752
    
    
    
    32,554
    
    
    
    (2,802
    )Advertising and business promotion
    
    
    1,846
    
    
    
    3,564
    
    
    
    (1,718
    )
    
    
    4,627
    
    
    
    8,425
    
    
    
    (3,798
    )Check losses
    
    
    991
    
    
    
    2,101
    
    
    
    (1,110
    )
    
    
    1,835
    
    
    
    4,819
    
    
    
    (2,984
    )Professional fees
    
    
    2,336
    
    
    
    2,004
    
    
    
    332
    
    
    
    5,280
    
    
    
    4,264
    
    
    
    1,016Supplies and postage
    
    
    991
    
    
    
    1,281
    
    
    
    (290
    )
    
    
    1,991
    
    
    
    2,284
    
    
    
    (293
    )Telecommunication
    
    
    580
    
    
    
    1,326
    
    
    
    (746
    )
    
    
    1,274
    
    
    
    2,822
    
    
    
    (1,548
    )Cost associated with debt redemption
    
    
    1,441
    
    
    
    1
    
    
    
    1,440
    
    
    
    2,032
    
    
    
    2
    
    
    
    2,030Restructuring charges and exit
activities
    
    
    1,406
    
    
    
    5,762
    
    
    
    (4,356
    )
    
    
    3,280
    
    
    
    5,597
    
    
    
    (2,317
    )Provision for tax certificates
    
    
    1,414
    
    
    
    924
    
    
    
    490
    
    
    
    2,900
    
    
    
    807
    
    
    
    2,093Impairment of real estate owned
    
    
    411
    
    
    
    190
    
    
    
    221
    
    
    
    623
    
    
    
    240
    
    
    
    383Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    
    
    
    
    9,124FDIC special assessment
    
    
    2,428
    
    
    
    
    
    
    
    2,428
    
    
    
    2,428
    
    
    
    
    
    
    
    2,428Other
    
    
    7,406
    
    
    
    6,895
    
    
    
    511
    
    
    
    14,571
    
    
    
    12,788
    
    
    
    1,783Total non-interest expense
    
    $
    61,077
    
    
    
    72,337
    
    
    
    (11,260
    )
    
    
    132,780
    
    
    
    140,963
    
    
    
    (8,183
    )
  65




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
            66




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   Parent Company Results of Operations
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeNet interest expense
    
    $
    (3,807
    )
    
    
    (4,324
    )
    
    
    517
    
    
    
    (7,828
    )
    
    
    (9,698
    )
    
    
    1,870Provision for loan losses
    
    
    (7,539
    )
    
    
    (9,446
    )
    
    
    1,907
    
    
    
    (8,296
    )
    
    
    (9,446
    )
    
    
    1,150Net interest expense after provision
for loan losses
    
    
    (11,346
    )
    
    
    (13,770
    )
    
    
    2,424
    
    
    
    (16,124
    )
    
    
    (19,144
    )
    
    
    3,020Non-interest income
    
    
    (973
    )
    
    
    7,414
    
    
    
    (8,387
    )
    
    
    (513
    )
    
    
    2,768
    
    
    
    (3,281
    )Non-interest expense
    
    
    1,859
    
    
    
    1,666
    
    
    
    193
    
    
    
    3,563
    
    
    
    3,341
    
    
    
    222Loss before income taxes
    
    
    (14,178
    )
    
    
    (8,022
    )
    
    
    (6,156
    )
    
    
    (20,200
    )
    
    
    (19,717
    )
    
    
    (483
    )Income tax benefit
    
    
    
    
    
    
    (2,718
    )
    
    
    2,718
    
    
    
    
    
    
    
    (6,830
    )
    
    
    6,830Parent company loss
    
    $
    (14,178
    )
    
    
    (5,304
    )
    
    
    (8,874
    )
    
    
    (20,200
    )
    
    
    (12,887
    )
    
    
    (7,313
    )
    67




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  June 30,
    
    December 31,2009
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    
    $
    17,471
    
    
    
    22,019Land acquisition and development
    
    
    16,685
    
    
    
    16,759Land acquisition, development and
construction
    
    
    24,795
    
    
    
    29,163Total commercial residential real estate
    
    
    58,951
    
    
    
    67,941Commercial non-residential real estate
    
    
    5,607
    
    
    
    11,386Total non-accrual loans
    
    
    64,558
    
    
    
    79,327Allowance for loan losses  specific reserves
    
    
    (15,399
    )
    
    
    (11,685
    )Non-accrual loans, net
    
    
    49,159
    
    
    
    67,642Performing commercial non-residential loans
    
    
    3,352
    
    
    
    2,259Loans receivable, net
    
    $
    52,511
    
    
    
    69,901
   For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2009
    
    2008
    
    2009
    
    2008Balance, beginning of period
    
    $
    11,758
    
    
    
    6,440
    
    
    
    11,685
    
    
    
    Loans charged-off
    
    
    (3,898
    )
    
    
    (8,184
    )
    
    
    (4,582
    )
    
    
    (8,184
    )Recoveries of loans previously charged-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (3,898
    )
    
    
    (8,184
    )
    
    
    (4,582
    )
    
    
    (8,184
    )Reserves transferred from BankAtlantic
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,440Provision for loan losses
    
    
    7,539
    
    
    
    9,446
    
    
    
    8,296
    
    
    
    9,446Balance, end of period
    
    $
    15,399
    
    
    
    7,702
    
    
    
    15,399
    
    
    
    7,702
   68




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantic Bancorp, Inc. Consolidated Financial Condition
   
    
    Increase in cash and cash equivalents primarily reflecting $107.3 million of higher
cash balances at the Federal Reserve Bank associated with daily cash management
activities;
    
    Decrease in securities available for sale reflecting the sale of $190.6 million of
mortgage-backed securities as well as repayments associated with higher residential
mortgage refinancings in response to low historical residential mortgage interest rates
during the period;
    
    Decrease in tax certificate balances primarily due to redemptions and decreased tax
certificate acquisitions compared to prior periods;
    
    Decline in FHLB stock related to lower FHLB advance borrowings;
    
    Higher residential loans held for sale primarily resulting from increased originations
associated with residential mortgage refinancings;
    
    Decrease in 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 ;
    
    Decrease in accrued interest receivable primarily resulting from lower loan balances
and a significant decline in interest rates;
    
    Increase in real estate owned associated with commercial real estate and residential
loan foreclosures; and
    
    Decrease in goodwill associated with the impairment of $9.1 million of goodwill.
  
    
    Increased interest bearing deposit account balances associated with sales efforts and
promotions of higher-yielding interest-bearing checking accounts partially offset by lower
time deposits;
    
    Higher non-interest-bearing deposit balances primarily due to increased customer
balances in checking accounts;
    
    Lower FHLB advances and short term borrowings due to repayments using proceeds from the
sales of securities, loan repayments and increases in deposit account balances; and
    
    Increase in junior subordinated debentures due to interest deferrals.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
  69




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Financial Services
(BankAtlantic Bancorp)
        70




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  As of June 30, 2009Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    Estimated(in thousands)
    
    Value
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    
    $
    16,122
    
    
    
    
    
    
    
    
    
    
    
    16,122Securities available for sale
    
    
    219
    
    
    
    
    
    
    
    5
    
    
    
    214Private investment securities
    
    
    2,036
    
    
    
    979
    
    
    
    
    
    
    
    3,015Total
    
    $
    18,377
    
    
    
    979
    
    
    
    5
    
    
    
    19,351
  BankAtlantic Liquidity and Capital Resources
     71




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Financial Services
(BankAtlantic Bancorp)
        72




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
    Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt June 30, 2009:Total risk-based capital
    
    $
    429,333
    
    
    
    11.81
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    360,943
    
    
    
    9.93
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    360,943
    
    
    
    7.01
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    360,943
    
    
    
    7.01
    
    
    
    4.00
    
    
    
    5.00At December 31, 2008:Total risk-based capital
    
    $
    456,776
    
    
    
    11.63
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    385,006
    
    
    
    9.85
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    385,006
    
    
    
    6.94
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    385,006
    
    
    
    6.94
    
    
    
    4.00
    
    
    
    5.00
  Contractual Obligations and Off Balance Sheet Arrangements as of June 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
    
    $
    1,230,829
    
    
    
    1,160,960
    
    
    
    56,398
    
    
    
    13,471
    
    
    
    Long-term debt
    
    
    324,134
    
    
    
    
    
    
    
    22,000
    
    
    
    7,939
    
    
    
    294,195Advances from FHLB (1)
    
    
    597,020
    
    
    
    505,020
    
    
    
    92,000
    
    
    
    
    
    
    
    Operating lease obligations held for sublease
    
    
    30,203
    
    
    
    1,282
    
    
    
    3,616
    
    
    
    2,421
    
    
    
    22,884Operating lease obligations held for use
    
    
    72,582
    
    
    
    7,686
    
    
    
    17,872
    
    
    
    7,790
    
    
    
    39,234Pension obligation
    
    
    17,340
    
    
    
    1,269
    
    
    
    2,995
    
    
    
    3,229
    
    
    
    9,847Other obligations
    
    
    12,800
    
    
    
    
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    2,284,908
    
    
    
    1,676,217
    
    
    
    199,681
    
    
    
    41,250
    
    
    
    367,760
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 73




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##### Table of Contents



Real Estate Development
(Woodbridge
 Real Estate Development
 The Real Estate Development activities of BFC are comprised of the operations of Woodbridge
Holdings Corporation and its subsidiaries. Woodbridge presents its results in two reportable
segments and its results of operations are consolidated with BFC Financial Corporation. The only
assets available to BFC Financial Corporation are dividends when and if paid by Woodbridge.
Woodbridge is a separate public company and its management prepared the following discussion
regarding Woodbridge which was included in Woodbridges Quarterly Report on Form 10-Q for the
quarter ended June 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
Real Estate Development are references to Woodbridge Holdings Corporation and its subsidiaries,
and are not references to BFC Financial Corporation
   
    
    the impact of economic, competitive and other factors affecting the Company and its
operations;
    
    the market for real estate in the areas where the Company has developments, including
the impact of market conditions on the Companys margins and the fair value of its real
estate inventory;
    
    the risk that the value of the property held by Core Communities and Carolina Oak may
decline, including as a result of the current downturn in the residential and commercial
real estate and homebuilding industries, and the potential for related write-downs or
impairment charges;
    
    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;
 74




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##### Table of Contents



Real Estate Development
(Woodbridge
 
    
    the effects of increases in interest rates on us and the availability and cost of credit
to buyers of our inventory;
    
    the impact of the problems in financial and credit markets on the ability of buyers of
our inventory to obtain financing on acceptable terms, if at all, and the risk that we will
be unable to obtain financing or 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 Core may be required to make accelerated principal payments on its debt
obligations due to re-margining or curtailment payment requirements, which may negatively
impact our financial condition and results of operations;
    
    risks associated with the securities owned by the Company, including the risk that the
Company may record further impairment charges with respect to such securities in the event
trading prices decline in the future;
    
    the risks associated with the businesses in which the Company holds investments;
    
    risks associated with the Companys business strategy, including the Companys ability
to successfully make investments notwithstanding adverse conditions in the economy and the
credit markets;
    
    the Companys success in pursuing alternatives that could enhance liquidity for
Bluegreen or be profitable for the Company;
    
    the impact on the price and liquidity of the Companys Class A Common Stock and on the
Companys ability to obtain additional capital in the event the Company chooses to
de-register its securities;
    
    the risks relating to our pursuit of the proposed merger with BFC, including the risk
that the merger may not be consummated on the contemplated terms, or at all; and
    
    the Companys success at managing the risks involved in the foregoing.
  Executive Overview
    75




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##### Table of Contents



Real Estate Development
(Woodbridge
  Financial and Non-Financial Metrics
   Land Division Overview
    76




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##### Table of Contents



Real Estate Development
(Woodbridge)
  Other Operations Overview
  The Meaning of Other-than-Temporary Impairment and Its
Application to Certain Investments, The Equity Method
of Accounting for Investments in Common Stock, Fair Value Measurements
  Recent Developments
   77




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##### Table of Contents



Real Estate Development
(Woodbridge
 Critical Accounting Policies and Estimates
  Consolidated Results of Operations
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    Change(In thousands)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    1,767
    
    
    
    2,395
    
    
    
    (628
    )
    
    
    3,194
    
    
    
    2,549
    
    
    
    645Other revenues
    
    
    3,046
    
    
    
    2,744
    
    
    
    302
    
    
    
    5,936
    
    
    
    5,708
    
    
    
    228Total revenues
    
    
    4,813
    
    
    
    5,139
    
    
    
    (326
    )
    
    
    9,130
    
    
    
    8,257
    
    
    
    873Costs and expensesCost of sales of real estate
    
    
    1,301
    
    
    
    1,758
    
    
    
    (457
    )
    
    
    1,994
    
    
    
    1,786
    
    
    
    208Selling, general and administrative expenses
    
    
    10,349
    
    
    
    12,952
    
    
    
    (2,603
    )
    
    
    21,103
    
    
    
    25,579
    
    
    
    (4,476
    )Interest expense
    
    
    3,747
    
    
    
    2,532
    
    
    
    1,215
    
    
    
    6,520
    
    
    
    5,556
    
    
    
    964Total costs and expenses
    
    
    15,397
    
    
    
    17,242
    
    
    
    (1,845
    )
    
    
    29,617
    
    
    
    32,921
    
    
    
    (3,304
    )Earnings from Bluegreen Corporation
    
    
    10,714
    
    
    
    1,211
    
    
    
    9,503
    
    
    
    17,050
    
    
    
    1,737
    
    
    
    15,313Impairment of investment in Bluegreen
Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,401
    )
    
    
    
    
    
    
    (20,401
    )Impairment of other investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    
    
    
    
    (2,396
    )Gain on settlement of investment in subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,369
    
    
    
    
    
    
    
    40,369Interest and other income
    
    
    277
    
    
    
    1,950
    
    
    
    (1,673
    )
    
    
    843
    
    
    
    3,554
    
    
    
    (2,711
    )Income (loss) before income taxes
and noncontrolling interest
    
    
    407
    
    
    
    (8,942
    )
    
    
    9,349
    
    
    
    14,978
    
    
    
    (19,373
    )
    
    
    34,351(Provision) benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    407
    
    
    
    (8,942
    )
    
    
    9,349
    
    
    
    14,978
    
    
    
    (19,373
    )
    
    
    34,351Add: Net loss attributable to noncontrolling interest
    
    
    270
    
    
    
    
    
    
    
    270
    
    
    
    474
    
    
    
    
    
    
    
    474Net income (loss) attributable to Woodbridge
    
    $
    677
    
    
    
    (8,942
    )
    
    
    9,619
    
    
    
    15,452
    
    
    
    (19,373
    )
    
    
    34,825
 For the Three Months Ended June 30, 2009 Compared to the Same 2008 Period:
  78




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##### Table of Contents



Real Estate Development
(Woodbridge
 Sales of real estate
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,408
    
    
    
    1,711
    
    
    
    (303
    )Other Operations
    
    
    320
    
    
    
    635
    
    
    
    (315
    )Eliminations
    
    
    39
    
    
    
    49
    
    
    
    (10
    )Consolidated
    
    $
    1,767
    
    
    
    2,395
    
    
    
    (628
    )
  Other revenues
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,533
    
    
    
    2,493
    
    
    
    40Other Operations
    
    
    521
    
    
    
    251
    
    
    
    270Eliminations
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )Consolidated
    
    $
    3,046
    
    
    
    2,744
    
    
    
    302
  79




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##### Table of Contents



Real Estate Development
(Woodbridge
 Cost of sales of real estate
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,113
    
    
    
    1,145
    
    
    
    (32
    )Other Operations
    
    
    173
    
    
    
    587
    
    
    
    (414
    )Eliminations
    
    
    15
    
    
    
    26
    
    
    
    (11
    )Consolidated
    
    $
    1,301
    
    
    
    1,758
    
    
    
    (457
    )
  Selling, general and administrative expenses
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    5,162
    
    
    
    5,320
    
    
    
    (158
    )Other Operations
    
    
    5,209
    
    
    
    7,651
    
    
    
    (2,442
    )Eliminations
    
    
    (22
    )
    
    
    (19
    )
    
    
    (3
    )Consolidated
    
    $
    10,349
    
    
    
    12,952
    
    
    
    (2,603
    )
  Interest expense
  Three Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    1,301
    
    
    
    871
    
    
    
    430Other Operations
    
    
    2,446
    
    
    
    2,104
    
    
    
    342Eliminations
    
    
    
    
    
    
    (443
    )
    
    
    443Consolidated
    
    $
    3,747
    
    
    
    2,532
    
    
    
    1,215
 80




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##### Table of Contents



Real Estate Development
(Woodbridge
  Earnings from Bluegreen Corporation
  Interest and Other Income
  Income Taxes
  For the Six Months Ended June 30, 2009 Compared to the Same 2008 Period:
  81




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##### Table of Contents



Real Estate Development
(Woodbridge
 Sales of real estate
  Six Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,835
    
    
    
    1,865
    
    
    
    970Other Operations
    
    
    320
    
    
    
    635
    
    
    
    (315
    )Eliminations
    
    
    39
    
    
    
    49
    
    
    
    (10
    )Consolidated
    
    $
    3,194
    
    
    
    2,549
    
    
    
    645
  Other revenues
  Six Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    4,810
    
    
    
    5,198
    
    
    
    (388
    )Other Operations
    
    
    1,143
    
    
    
    510
    
    
    
    633Eliminations
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )Consolidated
    
    $
    5,936
    
    
    
    5,708
    
    
    
    228
  Cost of sales of real estate
  Six Months Ended June 30,2009
    
    2008
    
    Change(In thousands)Land Division
    
    $
    1,806
    
    
    
    1,173
    
    
    
    633Other Operations
    
    
    173
    
    
    
    587
    
    
    
    (414
    )Eliminations
    
    
    15
    
    
    
    26
    
    
    
    (11
    )Consolidated
    
    $
    1,994
    
    
    
    1,786
    
    
    
    208
 82




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##### Table of Contents



Real Estate Development
(Woodbridge
  Selling, general and administrative expenses
  Six Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    11,409
    
    
    
    10,851
    
    
    
    558Other Operations
    
    
    9,716
    
    
    
    14,747
    
    
    
    (5,031
    )Eliminations
    
    
    (22
    )
    
    
    (19
    )
    
    
    (3
    )Consolidated
    
    $
    21,103
    
    
    
    25,579
    
    
    
    (4,476
    )
  Interest expense
  Six Months Ended June 30,2009
    
    
    2008
    
    
    Change(In thousands)Land Division
    
    $
    2,671
    
    
    
    1,864
    
    
    
    807Other Operations
    
    
    3,849
    
    
    
    4,777
    
    
    
    (928
    )Eliminations
    
    
    
    
    
    
    (1,085
    )
    
    
    1,085Consolidated
    
    $
    6,520
    
    
    
    5,556
    
    
    
    964
  83




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##### Table of Contents



Real Estate Development
(Woodbridge
 Earnings from Bluegreen Corporation
  Interest and Other Income
  Income Taxes
  Land Division operational data
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change(Unaudited)
    
    (Unaudited)Acres sold
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    13
    
    
    
    3
    
    
    
    10Margin percentage (a)
    
    
    21.0
    %
    
    
    33.1
    %
    
    
    (12.1
    )%
    
    
    36.3
    %
    
    
    37.1
    %
    
    
    (0.8
    )%Unsold saleable acres
    
    
    6,626
    
    
    
    6,676
    
    
    
    (50
    )
    
    
    6,626
    
    
    
    6,676
    
    
    
    (50
    )Acres subject to
sales contracts 
third parties (b)
    
    
    8
    
    
    
    326
    
    
    
    (318
    )
    
    
    8
    
    
    
    326
    
    
    
    (318
    )Aggregate sales
price of acres
subject to sales
contracts to third
parties (in
thousands) (b)
    
    $
    
    
    
    
    96,164
    
    
    
    (96,164
    )
    
    
    
    
    
    
    96,164
    
    
    
    (96,164
    )
 
 (a)
    
    Includes revenues from look back provisions and recognition of deferred revenue associated with sales in prior periods.(b)
    
    As of June 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.  84




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Real Estate Development
(Woodbridge)
   FINANCIAL CONDITION
 June 30, 2009 compared to December 31, 2008
  
    
    a net decrease in cash and cash equivalents of $56.6 million, primarily related to
cash used in operations offset by approximately $40.3 million repositioned into
investment in timed deposits; and
    
    a decrease in restricted cash of $13.4 million mainly associated with the settlement
payment made in connection with the bankruptcy of Levitt and Sons.
  
    
    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; and
    
    a net decrease in accounts payable and other accrued liabilities of approximately
$1.1 million primarily attributable to the timing of payments to our vendors.
 LIQUIDITY AND CAPITAL RESOURCES
   85




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##### Table of Contents



Real Estate Development
(Woodbridge)
 Woodbridge (Parent Company level)
    Core Communities
   86




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##### Table of Contents



Real Estate Development
(Woodbridge)
      Off Balance Sheet Arrangements and Contractual Obligations
  87




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##### Table of Contents



Real Estate Development
(Woodbridge)
  Accounting for Contingencies,
 Accounting for Special
Assessments and Tax Increment Financing,
  Payments due by periodLess than
    
    
    2 - 3
    
    
    4 - 5
    
    
    More thanCategory
    
    Total
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsLong-term debt obligations (1) (2)
    
    $
    348,516
    
    
    
    8,308
    
    
    
    207,942
    
    
    
    11,222
    
    
    
    121,044Operating lease obligations
    
    
    2,039
    
    
    
    1,030
    
    
    
    718
    
    
    
    291
    
    
    
    Total obligations
    
    $
    350,555
    
    
    
    9,338
    
    
    
    208,660
    
    
    
    11,513
    
    
    
    121,044
 
 (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. Accounting for Uncertainty in Income Taxes  an interpretation of
FASB No. 109
  88




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Real Estate Development
(Woodbridge)
   89




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  BFC
    BankAtlantic Bancorp
  Woodbridge
  90




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##### Table of Contents



91




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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
  92




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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
  Dixon v. Vesta Holdings I, LLC. et al , Fulton County Superior Court, Civil Case No. 2007 CV 143456
  93




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Director
    
    For
    
    WithheldD. Keith Cobb
    
    
    164,785,397
    
    
    
    4,522,383
   Votes
    
    Votes
    
    VotesFor
    
    Against
    
    Abstaining158,886,709
    
    
    10,330,088
    
    
    
    81,944
  Votes
    
    Votes
    
    VotesFor
    
    Against
    
    Abstaining146,062,400
    
    
    6,686,804
    
    
    
    125,282
 
 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 94




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##### Table of Contents



BFC FINANCIAL CORPORATIONDate:      August 11, 2009
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive OfficerDate:      August 11, 2009
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial OfficerDate:      August 11, 2009
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer