##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 x
 For the Quarter Ended March 31, 2010
  o
 
 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
  x o
  o o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company x
  o x




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##### 



BFC Financial Corporation
  PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Consolidated Statements of Financial Condition as of March
31, 2010
and December 31, 2009  Unaudited
    
    
    3Consolidated Statements of Operations for the Three Months
Ended March 31, 2010 and 2009  Unaudited
    
    
    4Consolidated Statements of Comprehensive Loss for the Three
Months Ended March 31, 2010 and 2009  Unaudited
    
    
    6Consolidated Statement of Changes in Equity for the Three
Months Ended March 31, 2010  Unaudited
    
    
    7Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2010 and 2009  Unaudited
    
    
    8Notes to Unaudited Consolidated Financial Statements
    
    
    10Item 2.
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    48Item 4T.
    
    Controls and Procedures
    
    
    95PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    96Item 1A.
    
    Risk Factors
    
    
    96Item 6.
    
    Exhibits
    
    
    96SIGNATURESEX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
   
 2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 
 BFC Financial Corporation
Consolidated Statements of Financial Condition  Unaudited
(In thousands, except share data)
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCash and cash equivalents and due from depository institutions
    
    $
    516,860
    
    
    
    315,580Short-term investments
    
    
    500
    
    
    
    500Restricted cash
    
    
    53,178
    
    
    
    24,020Securities available for sale, at fair value
    
    
    278,476
    
    
    
    346,375Investment securities at cost or amortized cost (fair value: $1,981 in 2010 and $9,654 in 2009)
    
    
    1,981
    
    
    
    9,654Current income tax receivable
    
    
    64,006
    
    
    
    64,006Tax certificates, net of allowance of $7,341 in 2010 and $6,781 in 2009
    
    
    88,438
    
    
    
    110,991Federal Home Loan Bank (FHLB) stock, at cost which approximates fair
value
    
    
    48,751
    
    
    
    48,751Loans held for sale
    
    
    5,030
    
    
    
    4,547Loans receivable, net of allowance for loan losses of
$177,597 in 2010 and $187,218 in 2009
    
    
    3,499,925
    
    
    
    3,678,894Notes receivable including gross securitized notes,
net of allowance of $81,116 in 2010 and $3,986 in 2009
    
    
    626,131
    
    
    
    277,274Retained interest in notes receivable sold
    
    
    
    
    
    
    26,340Accrued interest receivable
    
    
    29,756
    
    
    
    32,279Real estate inventory
    
    
    505,066
    
    
    
    494,291Real estate owned and other repossessed assets
    
    
    51,365
    
    
    
    46,477Investments in unconsolidated affiliates
    
    
    12,225
    
    
    
    15,272Properties and equipment, net
    
    
    283,593
    
    
    
    289,209Goodwill
    
    
    12,241
    
    
    
    12,241Intangible assets, net
    
    
    80,182
    
    
    
    81,686Assets held for sale
    
    
    71,293
    
    
    
    71,900Other assets
    
    
    121,743
    
    
    
    96,750Total assets
    
    $
    6,350,740
    
    
    
    6,047,037LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    3,146,223
    
    
    
    3,133,360Non-interest bearing deposits
    
    
    896,466
    
    
    
    815,458Total deposits
    
    
    4,042,689
    
    
    
    3,948,818Advances from FHLB
    
    
    152,008
    
    
    
    282,012Securities sold under agreements to repurchase
    
    
    24,674
    
    
    
    24,468Federal funds purchased and other short term borrowings
    
    
    2,628
    
    
    
    2,803Receivable-backed notes payable
    
    
    619,563
    
    
    
    237,416Notes and mortgage notes payable and other borrowings
    
    
    381,260
    
    
    
    395,361Junior subordinated debentures
    
    
    450,374
    
    
    
    447,211Deferred income taxes
    
    
    27,756
    
    
    
    31,204Liabilities related to assets held for sale
    
    
    76,297
    
    
    
    76,351Other liabilities
    
    
    194,023
    
    
    
    186,453Total liabilities
    
    
    5,971,272
    
    
    
    5,632,097Commitments and contingenciesPreferred stock of $.01 par value; authorized - 10,000,000 shares:Redeemable 5% Cumulative Preferred Stock  $.01 par value;
authorized 15,000 shares; issued and outstanding 15,000 shares
with a redemption value of $1,000 per share
    
    
    11,029
    
    
    
    11,029Equity:Class A common stock of $.01 par value, authorized 150,000,000 shares;
issued and outstanding 68,521,497 in 2010 and 2009
    
    
    685
    
    
    
    685Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,854,251 in 2010 and 2009
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    229,083
    
    
    
    227,934(Accumulated deficit) retained earnings
    
    
    (6,552
    )
    
    
    16,608Accumulated other comprehensive income (loss)
    
    
    2,380
    
    
    
    (237
    )Total BFC Financial Corporation (BFC) shareholders equity
    
    
    225,665
    
    
    
    245,059Noncontrolling interests
    
    
    142,774
    
    
    
    158,852Total equity
    
    
    368,439
    
    
    
    403,911Total liabilities and equity
    
    $
    6,350,740
    
    
    
    6,047,037
 See Notes to Unaudited Consolidated Financial Statements.
 3




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months EndedMarch 31,2010
    
    
    2009RevenuesReal Estate and Other:Sales of real estate
    
    $
    18,595
    
    
    
    1,427Other resorts and communities operations revenue
    
    
    16,021
    
    
    
    Other revenues
    
    
    11,187
    
    
    
    892Interest income
    
    
    30,011
    
    
    
    75,814
    
    
    
    2,319Financial Services:Interest income
    
    
    47,603
    
    
    
    62,908Service charges on deposits
    
    
    15,048
    
    
    
    18,685Other service charges and fees
    
    
    7,378
    
    
    
    7,025Securities activities, net
    
    
    3,138
    
    
    
    4,440Other non-interest income
    
    
    3,199
    
    
    
    2,65076,366
    
    
    
    95,708Total revenues
    
    
    152,180
    
    
    
    98,027Costs and ExpensesReal Estate and Other:Cost of sales of real estate
    
    
    8,896
    
    
    
    693Cost of sales of other resorts and communities
operations
    
    
    12,690
    
    
    
    Interest expense
    
    
    19,931
    
    
    
    2,248Selling, general and administrative expenses
    
    
    54,654
    
    
    
    10,95596,171
    
    
    
    13,896Financial Services:Interest expense
    
    
    11,844
    
    
    
    24,775Provision for loan losses
    
    
    30,755
    
    
    
    44,277Employee compensation and benefits
    
    
    25,378
    
    
    
    28,806Occupancy and equipment
    
    
    13,582
    
    
    
    14,911Advertising and promotion
    
    
    1,944
    
    
    
    2,832Check losses
    
    
    432
    
    
    
    844Professional fees
    
    
    2,887
    
    
    
    3,326Supplies and postage
    
    
    998
    
    
    
    1,004Telecommunication
    
    
    534
    
    
    
    698Cost associated with debt redemption
    
    
    7
    
    
    
    591Provision for tax certificates
    
    
    733
    
    
    
    1,486Restructuring charges and exit activities
    
    
    143
    
    
    
    1,875Impairment of goodwill
    
    
    
    
    
    
    8,541Other expenses
    
    
    7,372
    
    
    
    7,64296,609
    
    
    
    141,608Total costs and expenses
    
    
    192,780
    
    
    
    155,504Gain on settlement of investment in Woodbridges
subsidiary
    
    
    
    
    
    
    40,369Equity in earnings from unconsolidated affiliates
    
    
    4
    
    
    
    6,495Impairment of unconsolidated affiliates
    
    
    
    
    
    
    (20,401
    )Impairment of investments
    
    
    
    
    
    
    (2,396
    )Other income
    
    
    754
    
    
    
    981Loss from continuing operations before income taxes
    
    
    (39,842
    )
    
    
    (32,429
    )Less: Benefit for income taxes
    
    
    (4,591
    )
    
    
    Loss from continuing operations
    
    
    (35,251
    )
    
    
    (32,429
    )(Loss) income from
discontinued operations
    
    
    (249
    )
    
    
    3,397Net loss
    
    
    (35,500
    )
    
    
    (29,032
    )Less: Net loss attributable to noncontrolling interests
    
    
    (14,665
    )
    
    
    (18,629
    )Net loss attributable to BFC
    
    
    (20,835
    )
    
    
    (10,403
    )Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    $
    (21,023
    )
    
    
    (10,591
    )
 See Notes to Unaudited Consolidated Financial Statements.
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BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months EndedMarch 31,2010
    
    
    2009Basic and Diluted (Loss) Earnings Per Common Share
Attributable to BFC (Note 21):Basic (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (0.28
    )
    
    
    (0.26
    )Earnings per share from discontinued
operations
    
    
    
    
    
    
    0.03Net loss per common share
    
    $
    (0.28
    )
    
    
    (0.23
    )Diluted (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (0.28
    )
    
    
    (0.26
    )Earnings per share from discontinued
operations
    
    
    
    
    
    
    0.03Net loss per common share
    
    $
    (0.28
    )
    
    
    (0.23
    )Basic weighted average number of
common shares outstanding
    
    
    75,376
    
    
    
    45,114Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    75,376
    
    
    
    45,114Amounts attributable to BFC common shareholders:Loss from continuing operations
    
    $
    (20,774
    )
    
    
    (11,659
    )(Loss) income from discontinued operations
    
    
    (249
    )
    
    
    1,068Net loss attributable to BFC common
shareholders
    
    $
    (21,023
    )
    
    
    (10,591
    )
 See Notes to Unaudited Consolidated Financial Statements.
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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Comprehensive Loss  Unaudited
(In thousands)
 For the Three Months EndedMarch 31,2010
    
    
    2009Net loss
    
    $
    (35,500
    )
    
    
    (29,032
    )Other comprehensive income, net of tax:Unrealized gains on securities available for sale
    
    
    3,439
    
    
    
    7,016Unrealized gains associated with investment in unconsolidated
affiliates
    
    
    
    
    
    
    473Realized gains reclassified into net loss
    
    
    (3,139
    )
    
    
    (2,044
    )Other comprehensive income
    
    
    300
    
    
    
    5,445Comprehensive loss
    
    
    (35,200
    )
    
    
    (23,587
    )Less: Comprehensive loss attributable to noncontrolling interests
    
    
    (16,057
    )
    
    
    (14,740
    )Total comprehensive loss attributable to BFC
    
    $
    (19,143
    )
    
    
    (8,847
    )
 See Notes to Unaudited Consolidated Financial Statements.
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##### Table of Contents



BFC Financial Corporation
Consolidated Statement of Changes in Equity  Unaudited
For the Three Months Ended March 31, 2010
(In thousands)
 AccumulatedOther(Accumulated
    
    
    Compre-
    
    
    Total
    
    
    Non-Shares of Common
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    Deficit)
    
    
    hensive
    
    
    BFC
    
    
    controllingStock Outstanding
    
    
    Common
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Income
    
    
    Shareholders
    
    
    Interest in
    
    
    TotalClass A
    
    
    Class B
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    (Loss)
    
    
    Equity
    
    
    Subsidiaries
    
    
    EquityBalance, December 31, 2009
    
    
    68,521
    
    
    
    6,854
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    16,608
    
    
    $
    (237
    )
    
    $
    245,059
    
    
    $
    158,852
    
    
    $
    403,911Cumulative effect of change
in accounting principle (Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,137
    )
    
    
    925
    
    
    
    (1,212
    )
    
    
    (811
    )
    
    
    (2,023
    )Balance beginning of year, as
adjusted
    
    
    
    
    
    
    
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    14,471
    
    
    $
    688
    
    
    $
    243,847
    
    
    $
    158,041
    
    
    $
    401,888Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,835
    )
    
    
    
    
    
    
    (20,835
    )
    
    
    (14,665
    )
    
    
    (35,500
    )Other comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,692
    
    
    
    1,692
    
    
    
    (1,392
    )
    
    
    300Net effect of subsidiaries capital
transactions attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    814
    
    
    
    
    
    
    
    
    
    
    
    814
    
    
    
    
    
    
    
    814Noncontrolling interest net effect of
subsidiaries capital transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    790
    
    
    
    790Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    (188
    )
    
    
    
    
    
    
    (188
    )Share-based compensation
related to stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    335
    
    
    
    
    
    
    
    
    
    
    
    335
    
    
    
    
    
    
    
    335Balance, March 31, 2010
    
    
    68,521
    
    
    
    6,854
    
    
    $
    685
    
    
    $
    69
    
    
    $
    229,083
    
    
    $
    (6,552
    )
    
    $
    2,380
    
    
    $
    225,665
    
    
    $
    142,774
    
    
    $
    368,439
 See Notes to Unaudited Consolidated Financial Statements.
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BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Three Months EndedMarch 31,2010
    
    
    2009Net cash provided by (used in) operating activities
    
    $
    29,102
    
    
    
    (5,013
    )Investing activities:Proceeds from redemption and maturity of investment securities
and tax certificates
    
    
    34,866
    
    
    
    43,528Purchase of investment securities and tax certificates
    
    
    (21,953
    )
    
    
    (29,491
    )Purchase of securities available for sale
    
    
    (13,351
    )
    
    
    Proceeds from sales of securities available for sale
    
    
    68,963
    
    
    
    162,170Proceeds from maturities of securities available for sale
    
    
    32,138
    
    
    
    37,561Decrease in restricted cash
    
    
    6,707
    
    
    
    12,713Cash paid in settlement of Woodbridge subsidiarys bankruptcy
    
    
    
    
    
    
    (12,430
    )Purchases of FHLB stock
    
    
    
    
    
    
    (2,295
    )Redemption of FHLB stock
    
    
    
    
    
    
    8,151Investments in unconsolidated affiliates
    
    
    
    
    
    
    (461
    )Distributions from unconsolidated affiliates
    
    
    140
    
    
    
    224Net decrease in loans
    
    
    118,217
    
    
    
    69,773Proceeds from the sale of loans receivable
    
    
    26,421
    
    
    
    Improvements to real estate owned
    
    
    (779
    )
    
    
    Proceeds from sales of real estate owned
    
    
    3,269
    
    
    
    602Purchases of office property and equipment, net
    
    
    (2,073
    )
    
    
    (973
    )Acquisition of Pizza Fusion
    
    
    
    
    
    
    3,000Net cash provided by investing activities
    
    
    252,565
    
    
    
    292,072Financing activities:Net increase in deposits
    
    
    93,871
    
    
    
    128,618Net repayments of FHLB advances
    
    
    (130,000
    )
    
    
    (150,591
    )Net increase (decrease) in short term borrowings
    
    
    31
    
    
    
    (188,521
    )Prepayment of notes and bonds payable
    
    
    (661
    )
    
    
    Repayment of notes, mortgage notes and bonds payable
    
    
    (51,576
    )
    
    
    (583
    )Proceeds from notes, mortgage notes and bonds payable
    
    
    8,205
    
    
    
    132Preferred stock dividends paid
    
    
    (188
    )
    
    
    (188
    )Purchase and retirement of Woodbridge common stock
    
    
    
    
    
    
    (13
    )Proceeds from issuance of BankAtlantic Bancorp Class A common stock
to non-BFC shareholders
    
    
    65
    
    
    
    BankAtlantic Bancorp common stock dividends paid to non-BFC
shareholders
    
    
    
    
    
    
    (198
    )BankAtlantic Bancorp non-controlling interest distributions
    
    
    (134
    )
    
    
    Net cash used in financing activities
    
    
    (80,387
    )
    
    
    (211,344
    )Increase in cash and cash equivalents
    
    
    201,280
    
    
    
    75,715Cash and cash equivalents at beginning of period
    
    
    316,080
    
    
    
    278,937Cash, cash equivalents and short term investments at end of period
    
    $
    517,360
    
    
    
    354,652
 See Notes to Unaudited Consolidated Financial Statements.
 8




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Three Months EndedMarch 31,2010
    
    
    2009Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    21,215
    
    
    
    29,424Income taxes paid
    
    
    128
    
    
    
    Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to real estate owned
    
    
    7,503
    
    
    
    3,388Long-lived assets held-for-use transferred to assets held for sale
    
    
    1,919
    
    
    
    Long-lived assets held-for-sale transferred to assets held for use
    
    
    1,239
    
    
    
    Increase in BFC accumulated other comprehensive income, net of taxes
    
    
    1,692
    
    
    
    1,556Net increase in BFC shareholders equity from
the effect of subsidiaries capital transactions, net of taxes
    
    
    814
    
    
    
    391Net decrease in equity resulting from cumulative effect of
change in accounting principle (See Note 2)
    
    
    (2,023
    )
    
    
    
 See Notes to Unaudited Consolidated Financial Statements.
 9




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##### Table of Contents



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




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##### Table of Contents



2.
    
    Cumulative Effect of Change in Accounting Principle
    ConsolidationBankAtlanticDecember 31,
    
    
    Bluegreens
    
    
    Bancorps
    
    
    
    
    
    
    January 1,2009
    
    
    QSPEs
    
    
    Joint Venture (1)
    
    
    Total
    
    
    2010Restricted cash
    
    $
    24,020
    
    
    
    36,518
    
    
    
    
    
    
    
    36,518
    
    
    
    60,538Loans receivable
    
    
    3,678,894
    
    
    
    
    
    
    
    3,214
    
    
    
    3,214
    
    
    
    3,682,108Notes receivable
    
    
    277,274
    
    
    
    377,265
    
    
    
    
    
    
    
    377,265
    
    
    
    654,539Real estate inventory
    
    
    494,291
    
    
    
    16,403
    
    
    
    
    
    
    
    16,403
    
    
    
    510,694Retained interest in notes receivable sold
    
    
    26,340
    
    
    
    (26,340
    )
    
    
    
    
    
    
    (26,340
    )
    
    
    Investment in unconsolidated affiliates
    
    
    15,272
    
    
    
    
    
    
    
    (3,256
    )
    
    
    (3,256
    )
    
    
    12,016Other assets
    
    
    96,750
    
    
    
    9,970
    
    
    
    367
    
    
    
    10,337
    
    
    
    107,087Change in related assets
    
    $
    4,612,841
    
    
    
    413,816
    
    
    
    325
    
    
    
    414,141
    
    
    
    5,026,982Other liabilities
    
    $
    186,453
    
    
    
    3,544
    
    
    
    18
    
    
    
    3,562
    
    
    
    190,015Deferred income taxes
    
    
    31,204
    
    
    
    1,233
    
    
    
    
    
    
    
    1,233
    
    
    
    32,437Receivable -backed notes payable
    
    
    237,416
    
    
    
    411,369
    
    
    
    
    
    
    
    411,369
    
    
    
    648,785Change in related liabilities
    
    $
    455,073
    
    
    
    416,146
    
    
    
    18
    
    
    
    416,164
    
    
    
    871,237Total BFCs shareholders equity
    
    $
    245,059
    
    
    
    (1,212
    )
    
    
    
    
    
    
    (1,212
    )
    
    
    243,847Noncontrolling interests
    
    
    158,852
    
    
    
    (1,118
    )
    
    
    307
    
    
    
    (811
    )
    
    
    158,041Total equity
    
    $
    403,911
    
    
    
    (2,330
    )
    
    
    307
    
    
    
    (2,023
    )
    
    
    401,888
 
 (1)
    
    As a result of the adoption of the accounting guidance associated with the
consolidation of VIEs, BFC consolidated BankAtlantic Bancorps factoring joint venture,
BankAtlantic Business Capital, LLC (BBC). BankAtlantic Bancorp has restricted the
funding to BBC for receivable factoring to a maximum of $5 million. Prior to January
1, 2010, the investment in BBC was accounted for using the equity method of accounting. 11




---



##### Table of Contents



3.
    
    Liquidity
 BFC
   Woodbridge
   Core Communities
  12




---



##### Table of Contents



13




---



##### Table of Contents



BankAtlantic Bancorp and BankAtlantic
   4.
    
    Bluegreen Share Acquisition
   14




---



##### Table of Contents



5.
    
    Discontinued Operations
 Real Estate
 Core Communities
    March 31,
    
    
    December 31,2010
    
    
    2009Restricted cash
    
    $
    1,191
    
    
    
    538Property and equipment, net
    
    
    61,608
    
    
    
    61,588Other assets
    
    
    8,494
    
    
    
    9,774Assets held for sale
    
    $
    71,293
    
    
    
    71,900Accounts payable, accrued liabilities and other
    
    $
    1,764
    
    
    
    1,602Notes and mortgage payable
    
    
    74,533
    
    
    
    74,749Liabilities related to assets held for sale
    
    $
    76,297
    
    
    
    76,351
 15




---



##### Table of Contents



March 31,
    
    
    March 31,2010
    
    
    2009Revenue and other income
    
    $
    1,834
    
    
    
    2,002Costs and expenses
    
    
    2,083
    
    
    
    2,806Loss before income taxes
    
    
    (249
    )
    
    
    (804
    )Benefit for income taxes
    
    
    
    
    
    
    Loss from discontinued operations
    
    $
    (249
    )
    
    
    (804
    )
  Financial Services
  6.
    
    Fair Value Measurement
         16




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##### Table of Contents



Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableMarch 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    152,594
    
    
    
    
    
    
    
    152,594
    
    
    
    REMICS (1)
    
    
    89,648
    
    
    
    
    
    
    
    89,648
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    20,247
    
    
    
    
    
    
    
    
    
    
    
    20,247Other equity securities
    
    
    15,737
    
    
    
    15,737
    
    
    
    
    
    
    
    Total securities available for sale
at fair value
    
    $
    278,476
    
    
    
    15,737
    
    
    
    242,242
    
    
    
    20,497
  Quoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Securities Available for Sale:Mortgage-backed securities
    
    $
    211,945
    
    
    
    
    
    
    
    211,945
    
    
    
    REMICS (1)
    
    
    107,347
    
    
    
    
    
    
    
    107,347
    
    
    
    Bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    17,766
    
    
    
    
    
    
    
    
    
    
    
    17,766Other equity securities
    
    
    9,067
    
    
    
    9,067
    
    
    
    
    
    
    
    Total securities available for sale
at fair value
    
    
    346,375
    
    
    
    9,067
    
    
    
    319,292
    
    
    
    18,016Retained interest in notes
receivable sold
    
    
    26,340
    
    
    
    
    
    
    
    
    
    
    
    26,340Total assets measured at fair value
on a recurring basis
    
    $
    372,715
    
    
    
    9,067
    
    
    
    319,292
    
    
    
    44,356
 
 (1)
    
    Real estate mortgage investment conduits (REMICS) are pass-through entities that hold
residential loans. Investors in these entities are issued ownership interests in the entities
in the form of a bond. The securities are guaranteed by government agencies.  17




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##### Table of Contents



RetainedInterests in
    
    
    
    
    
    
    BenihanaNotes
    
    
    
    
    
    
    Convertible
    
    
    EquityReceivable Sold
    
    
    Bonds
    
    
    Preferred Stock
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    26,340
    
    
    
    250
    
    
    
    17,766
    
    
    
    
    
    
    
    44,356Total gains and losses (realized/unrealized)
Cumulative effect of change in
accounting principle (1)
    
    
    (26,340
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,340
    )Included in other comprehensive
income
    
    
    
    
    
    
    
    
    
    
    2,481
    
    
    
    
    
    
    
    2,481Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at March 31, 2010
    
    $
    
    
    
    
    250
    
    
    
    20,247
    
    
    
    
    
    
    
    20,497
 
 (1)
    
    Retained interests in notes receivable sold was eliminated upon a change in accounting
principle. For further information see Note 2.  BenihanaConvertible
    
    
    EquityBonds
    
    
    Preferred Stock
    
    
    Securities
    
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    16,426
    
    
    
    1,588
    
    
    
    18,264Total gains and losses (realized/unrealized)
Included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Included in other comprehensive loss
    
    
    
    
    
    
    (42
    )
    
    
    (336
    )
    
    
    (378
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at March 31, 2009
    
    $
    250
    
    
    
    16,384
    
    
    
    1,252
    
    
    
    17,886
     18




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##### Table of Contents



Fair Value Measurements UsingQuoted prices in
    
    
    
    
    
    
    
    
    
    
    TotalActive Markets
    
    
    Significant
    
    
    Significant
    
    
    ImpairmentsAs of
    
    
    for Identical
    
    
    Other Observable
    
    
    Unobservable
    
    
    For the ThreeMarch 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    Months EndedDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    March 31, 2010Loans measured for impairment
using the fair value of the
collateral
    
    $
    189,832
    
    
    
    
    
    
    
    
    
    
    
    189,832
    
    
    
    21,581Impaired real estate owned
    
    
    665
    
    
    
    
    
    
    
    
    
    
    
    665
    
    
    
    143Total
    
    $
    190,497
    
    
    
    
    
    
    
    
    
    
    
    190,497
    
    
    
    21,724
  Fair Value Measurements UsingQuoted prices in
    
    
    
    
    
    
    
    
    
    
    TotalActive Markets
    
    
    Significant
    
    
    Significant
    
    
    ImpairmentsAs of
    
    
    for Identical
    
    
    Other Observable
    
    
    Unobservable
    
    
    For the ThreeMarch 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    Months EndedDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    March 31, 2009Loans measured for
impairment using the
fair value of the collateral
    
    $
    36,208
    
    
    
    
    
    
    
    
    
    
    
    36,208
    
    
    
    9,860Impaired real estate owned
    
    
    1,590
    
    
    
    
    
    
    
    
    
    
    
    1,590
    
    
    
    211Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,541Total
    
    $
    37,798
    
    
    
    
    
    
    
    
    
    
    
    37,798
    
    
    
    18,612
  Loans Receivable Measured For Impairment
  Impaired Real Estate Owned
  19




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##### Table of Contents



Impaired Goodwill
   Financial Disclosures about Fair Value of Financial Instruments
  March 31, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    516,860
    
    
    
    516,860
    
    
    
    315,580
    
    
    
    315,580Federal funds sold and short-term investments
    
    
    500
    
    
    
    500
    
    
    
    500
    
    
    
    500Restricted cash
    
    
    53,178
    
    
    
    53,178
    
    
    
    24,020
    
    
    
    24,020Securities available for sale
    
    
    278,476
    
    
    
    278,476
    
    
    
    346,375
    
    
    
    346,375Investment securities
    
    
    1,981
    
    
    
    1,981
    
    
    
    9,654
    
    
    
    9,654Tax Certificates
    
    
    88,438
    
    
    
    90,130
    
    
    
    110,991
    
    
    
    112,472Federal Home Loan Bank stock
    
    
    48,751
    
    
    
    48,751
    
    
    
    48,751
    
    
    
    48,751Retained interest in notes receivable sold
    
    
    
    
    
    
    
    
    
    
    26,340
    
    
    
    26,340Loans receivable including loans held for sale, net
    
    
    3,504,955
    
    
    
    3,223,475
    
    
    
    3,683,441
    
    
    
    3,381,796Notes receivable
    
    
    626,131
    
    
    
    660,000
    
    
    
    277,274
    
    
    
    277,274Financial liabilities:Deposits
    
    $
    4,042,689
    
    
    
    4,044,226
    
    
    
    3,948,818
    
    
    
    3,950,840Advances from FHLB
    
    
    152,008
    
    
    
    152,009
    
    
    
    282,012
    
    
    
    282,912Short term borrowings
    
    
    27,302
    
    
    
    27,302
    
    
    
    27,271
    
    
    
    27,271Receivable-backed notes payable
    
    
    619,563
    
    
    
    598,319
    
    
    
    237,416
    
    
    
    237,416Notes and mortgage notes payable and other borrowings
    
    
    381,260
    
    
    
    379,147
    
    
    
    395,361
    
    
    
    392,047Mortgage payables associated with assets held for sale
    
    
    74,533
    
    
    
    74,533
    
    
    
    74,749
    
    
    
    74,749Junior subordinated debentures
    
    
    450,374
    
    
    
    191,156
    
    
    
    447,211
    
    
    
    170,598
 20




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##### Table of Contents



21




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##### Table of Contents



7.
    
    Securities Available for Sale
  As of March 31, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    145,943
    
    
    
    6,651
    
    
    
    
    
    
    
    152,594Real estate mortgage investment conduits (1)
    
    
    86,544
    
    
    
    3,104
    
    
    
    
    
    
    
    89,648Total mortgage-backed securities
    
    
    232,487
    
    
    
    9,755
    
    
    
    
    
    
    
    242,242Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    3,821
    
    
    
    
    
    
    
    20,247Equity and other securities
    
    
    15,580
    
    
    
    161
    
    
    
    4
    
    
    
    15,737Total investment securities
    
    
    32,256
    
    
    
    3,982
    
    
    
    4
    
    
    
    36,234Total
    
    $
    264,743
    
    
    
    13,737
    
    
    
    4
    
    
    
    278,476
 As of December 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    202,985
    
    
    
    8,961
    
    
    
    1
    
    
    
    211,945Real estate mortgage investment conduits (1)
    
    
    104,329
    
    
    
    3,037
    
    
    
    19
    
    
    
    107,347Total mortgage-backed securities
    
    
    307,314
    
    
    
    11,998
    
    
    
    20
    
    
    
    319,292Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    1,340
    
    
    
    
    
    
    
    17,766Equity and other securities
    
    
    8,947
    
    
    
    126
    
    
    
    6
    
    
    
    9,067Total investment securities
    
    
    25,623
    
    
    
    1,466
    
    
    
    6
    
    
    
    27,083Total
    
    $
    332,937
    
    
    
    13,464
    
    
    
    26
    
    
    
    346,375
 
 (1)
    
    Real estate mortgage investment conduits are pass-through entities that hold residential
loans. Investors in these entities are issued ownership interests in the entities in the form
of a bond. The securities are guaranteed by government agencies. 22




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##### Table of Contents



As of March 31, 2010Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesEquity securities available for sale
    
    $
    
    
    
    
    
    
    
    
    6
    
    
    
    (4
    )
    
    
    6
    
    
    
    (4
    )
 As of December 31, 2009Less Than 12 Months
    
    
    12 Months or Greater
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesMortgage-backed securities
    
    $
    
    
    
    
    
    
    
    
    159
    
    
    
    (1
    )
    
    
    159
    
    
    
    (1
    )Real estate mortgage
investment conduits
    
    
    
    
    
    
    
    
    
    
    21,934
    
    
    
    (19
    )
    
    
    21,934
    
    
    
    (19
    )Equity securities
    
    
    4
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    (6
    )Total available for sale securities:
    
    $
    4
    
    
    
    (6
    )
    
    
    22,093
    
    
    
    (20
    )
    
    
    22,097
    
    
    
    (26
    )
   Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairMarch 31, 2010 (1) (2)
    
    Cost
    
    
    ValueDue within one year
    
    $
    251
    
    
    
    251Due after one year, but within five years
    
    
    42
    
    
    
    43Due after five years, but within ten years
    
    
    29,787
    
    
    
    30,732Due after ten years
    
    
    202,657
    
    
    
    211,466Total
    
    $
    232,737
    
    
    
    242,492
 
 (1)
    
    Scheduled maturities in the above table may vary
significantly from actual maturities due to prepayments.(2)
    
    Scheduled maturities are based upon contractual
maturities.  For the Three MonthsEnded March 31,2010
    
    
    2009Gross gains on securities sales
    
    $
    3,138
    
    
    
    4,440Gross losses on securities sales
    
    
    
    
    
    
    Proceed from sales of securities
    
    
    46,907
    
    
    
    162,170
 23




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##### Table of Contents



BFC  Benihana Investment
    8.
    
    Loans Receivable
  March 31,
    
    
    December 31,2010
    
    
    2009Real estate loans:Residential
    
    $
    1,459,969
    
    
    
    1,538,906Builder land loans
    
    
    30,279
    
    
    
    57,807Land acquisition and development
    
    
    151,150
    
    
    
    182,235Land acquisition, development and construction
    
    
    20,195
    
    
    
    26,184Construction and development
    
    
    197,373
    
    
    
    211,809Commercial
    
    
    696,188
    
    
    
    688,386Consumer  home equity
    
    
    653,809
    
    
    
    669,690Small business
    
    
    211,523
    
    
    
    213,591Other loans:Commercial business
    
    
    137,764
    
    
    
    155,226Small business  non-mortgage
    
    
    97,371
    
    
    
    99,113Consumer loans
    
    
    15,907
    
    
    
    15,935Deposit overdrafts
    
    
    3,420
    
    
    
    4,816Total gross loans
    
    
    3,674,948
    
    
    
    3,863,698Adjustments:Premiums, discounts and net deferred fees
    
    
    2,574
    
    
    
    2,414Allowance for loan losses
    
    
    (177,597
    )
    
    
    (187,218
    )Loans receivable  net
    
    $
    3,499,925
    
    
    
    3,678,894Loans held for sale
    
    $
    5,030
    
    
    
    4,547
 24




---



##### Table of Contents



March 31,
    
    
    December 31,2010
    
    
    2009Construction and development
    
    $
    41,838
    
    
    
    43,432Commercial
    
    
    36,583
    
    
    
    25,696Total undisbursed loans in process
    
    $
    78,421
    
    
    
    69,128
 Allowance for Loan Losses
 For the Three Months EndedMarch 31,2010
    
    
    2009Balance, beginning of period
    
    $
    187,218
    
    
    
    137,257Loans charged-off
    
    
    (41,423
    )
    
    
    (23,929
    )Recoveries of loans previously charged-off
    
    
    1,047
    
    
    
    792Net charge-offs
    
    
    (40,376
    )
    
    
    (23,137
    )Provision for loan losses
    
    
    30,755
    
    
    
    44,277Balance, end of period
    
    $
    177,597
    
    
    
    158,397
  March 31, 2010
    
    
    December 31, 2009Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    280,556
    
    
    
    73,179
    
    
    
    249,477
    
    
    
    70,485Impaired loans without specific
valuation allowances
    
    
    183,038
    
    
    
    
    
    
    
    196,018
    
    
    
    Total
    
    $
    463,594
    
    
    
    73,179
    
    
    
    445,495
    
    
    
    70,485
   25




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##### Table of Contents



For the Three Months EndedMarch 31,2010
    
    
    2009Contracted interest income
    
    $
    5,677
    
    
    
    5,097Interest income recognized
    
    
    (244
    )
    
    
    (694
    )Foregone interest income
    
    $
    5,433
    
    
    
    4,403
 9.
    
    Notes Receivable
  March 31,
    
    
    December 31,2010
    
    
    2009Notes receivable, gross
    
    $
    779,599
    
    
    
    356,133Discount on notes receivable
    
    
    (72,352
    )
    
    
    (74,873
    )Notes receivable, net of discount
    
    
    707,247
    
    
    
    281,260Allowance for loan losses
    
    
    (81,116
    )
    
    
    (3,986
    )Notes receivable, net
    
    $
    626,131
    
    
    
    277,274
   Balance at December 31, 2009
    
    $
    3,986One-time impact of the amendment to the accounting
guidance for transfer of financial assets and the
amendment to the accounting guidance for the
consolidation of VIEs (see Note 2)
    
    
    86,252Provision for loan losses
    
    
    4,847Write-offs of uncollectible receivables
    
    
    (13,969
    )Balance at March 31, 2010
    
    $
    81,116
   26




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##### Table of Contents



10.
    
    Variable Interest Entities  Bluegreen
    Receivable-Backed Notes Payable.
  11.
    
    Real Estate Inventory
  March 31,
    
    
    December 31,2010
    
    
    2009Land and land development costs
    
    $
    259,157
    
    
    
    264,454Bluegreen resorts
    
    
    237,418
    
    
    
    222,026Other costs
    
    
    464
    
    
    
    552Land and facilities held for sale
    
    
    8,027
    
    
    
    7,259Total
    
    $
    505,066
    
    
    
    494,291
 27




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##### Table of Contents



12.
    
    Investments in Unconsolidated Affiliates
    March 31,2009Pro rata share of Bluegreens net income
    
    $
    1,082Amortization of basis difference (a)
    
    
    5,254Total earnings from Bluegreen Corporation
    
    $
    6,336
 
 (a)
    
    As a result of the impairment charges previously taken, a basis
difference was created between the investment in Bluegreen and the underlying
assets and liabilities carried on the books of Bluegreen. Therefore, earnings from
Bluegreen are adjusted each period to reflect the amortization of this basis
difference. As such, a methodology was established to allocate the impairment loss
to the relative estimates of the fair value of Bluegreens underlying assets based
upon the position that the impairment loss was a reflection of the perceived value
of these underlying assets. The appropriate amortization was calculated based on
the useful lives of the underlying assets and other relevant data associated with
each asset category. 13.
    
    Goodwill
  28




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##### Table of Contents



14.
    
    Debt
 Woodbridge
  Core
   Bluegreen
  The GMAC AD&C Facility
 The GMAC Communities Facility
 29




---



##### Table of Contents



H4BG Communities Facility.
 The Wachovia Notes Payable
 The Wachovia Line-of-Credit
 The Wells Fargo Term Loan.
 Receivable-Backed Notes Payable
  Liberty Bank Facility
 GE Bluegreen/Big Cedar Receivables Facility
 The Wells Fargo Facility.
 BB&T Purchase Facility
  30




---



##### Table of Contents



As ofMarch 31, 2010Non-recourse receivable-backed notespayable previously reported as off-balancesheet (except for the BB&T Purchase facility):
    
    Debt Balance
    
    
    Interest RateBB&T Purchase Facility
    
    $
    122,302
    
    
    
    5.75
    %GE 2004 Facility
    
    
    11,611
    
    
    
    7.16
    %2004 Term Securitization
    
    
    24,894
    
    
    
    5.27
    %2005 Term Securitization
    
    
    70,682
    
    
    
    5.98
    %GE 2006 Facility
    
    
    58,505
    
    
    
    7.35
    %2006 Term Securitization
    
    
    64,001
    
    
    
    6.16
    %2007 Term Securitization
    
    
    119,531
    
    
    
    7.32
    %2008 Term Securitization
    
    
    44,807
    
    
    
    7.88
    %Total
    
    $
    516,333
 Junior Subordinated Debentures
      31




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##### Table of Contents



15.
    
    Development Bonds Payable
    16.
    
    Interest Expense
  For the Three Months Ended,March 31,2010
    
    
    2009Real Estate and Other:Interest incurred on borrowings
    
    $
    20,002
    
    
    
    3,882Interest capitalized
    
    
    (71
    )
    
    
    (1,634
    )19,931
    
    
    
    2,248Financial Services:Interest on deposits
    
    
    7,057
    
    
    
    12,987Interest on advances from FHLB
    
    
    958
    
    
    
    7,164Interest on short term borrowings
    
    
    8
    
    
    
    172Interest on debentures and bonds payable
    
    
    3,821
    
    
    
    4,45211,844
    
    
    
    24,775Total interest expense
    
    $
    31,775
    
    
    
    27,023
 32




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##### Table of Contents



17.
    
    Noncontrolling Interests
  March 31,
    
    
    December 31,2010
    
    
    2009BankAtlantic Bancorp
    
    $
    74,886
    
    
    
    88,910Bluegreen
    
    
    38,535
    
    
    
    41,905Joint ventures
    
    
    29,353
    
    
    
    28,037$
    142,774
    
    
    
    158,852
  For the Three Months EndedMarch 31,2010
    
    
    2009Noncontrolling interest 
Continuing OperationsBankAtlantic Bancorp
    
    $
    (13,019
    )
    
    
    (32,649
    )Woodbridge
    
    
    
    
    
    
    11,910Bluegreen
    
    
    (2,796
    )
    
    
    Joint ventures
    
    
    1,150
    
    
    
    (219
    )$
    (14,665
    )
    
    
    (20,958
    )Noncontrolling interest 
Discontinued Operations:BankAtlantic Bancorp
    
    $
    
    
    
    
    2,943Woodbridge
    
    
    
    
    
    
    (614
    )$
    
    
    
    
    2,329$
    (14,665
    )
    
    
    (18,629
    )
 18.
    
    Segment Reporting
    33




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##### Table of Contents



BFC Activities
  Real Estate Operations
  Bluegreen Resorts
  Bluegreen Communities
  BankAtlantic
  BankAtlantic Bancorp Parent Company
  34




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##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2010
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    
    
    
    
    14,929
    
    
    
    3,666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,595Other resorts and communities operations revenue
    
    
    
    
    
    
    
    
    
    
    15,670
    
    
    
    351
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,021Other real estate revenues
    
    
    387
    
    
    
    637
    
    
    
    10,180
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    11,187Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,231
    
    
    
    78
    
    
    
    30,305
    
    
    
    77,614Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,741
    
    
    
    458
    
    
    
    (436
    )
    
    
    28,763Total revenues
    
    
    387
    
    
    
    637
    
    
    
    40,779
    
    
    
    4,017
    
    
    
    75,972
    
    
    
    536
    
    
    
    29,852
    
    
    
    152,180Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    3,108
    
    
    
    5,788
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,896Cost of sale of other revenues
    
    
    
    
    
    
    
    
    
    
    11,943
    
    
    
    747
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,690Interest expense
    
    
    1,838
    
    
    
    1,983
    
    
    
    
    
    
    
    
    
    
    
    8,256
    
    
    
    3,563
    
    
    
    16,135
    
    
    
    31,775Provision/(reversal of provision) for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,034
    
    
    
    (1,279
    )
    
    
    
    
    
    
    30,755Selling, general and administrative
    
    
    6,487
    
    
    
    2,659
    
    
    
    29,814
    
    
    
    2,652
    
    
    
    
    
    
    
    
    
    
    
    13,042
    
    
    
    54,654Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,721
    
    
    
    1,644
    
    
    
    (355
    )
    
    
    54,010Total costs and expenses
    
    
    8,325
    
    
    
    4,642
    
    
    
    44,865
    
    
    
    9,187
    
    
    
    93,011
    
    
    
    3,928
    
    
    
    28,822
    
    
    
    192,780Equity in (loss) earnings from unconsolidated
affiliates
    
    
    (31
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    4Other income
    
    
    1,394
    
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (693
    )
    
    
    754Loss from continuing operations before income taxes
    
    
    (6,575
    )
    
    
    (3,952
    )
    
    
    (4,086
    )
    
    
    (5,170
    )
    
    
    (17,039
    )
    
    
    (3,392
    )
    
    
    372
    
    
    
    (39,842
    )Less: Provision (benefit) for income taxes
    
    
    (198
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    
    
    
    
    (4,483
    )
    
    
    (4,591
    )Loss from continuing operations
    
    
    (6,377
    )
    
    
    (3,952
    )
    
    
    (4,086
    )
    
    
    (5,170
    )
    
    
    (17,129
    )
    
    
    (3,392
    )
    
    
    4,855
    
    
    
    (35,251
    )Discontinued operations
    
    
    
    
    
    
    (249
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (249
    )Net loss
    
    $
    (6,377
    )
    
    
    (4,201
    )
    
    
    (4,086
    )
    
    
    (5,170
    )
    
    
    (17,129
    )
    
    
    (3,392
    )
    
    
    4,855
    
    
    
    (35,500
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,665
    )
    
    
    (14,665
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,520
    
    
    
    (20,835
    )Total assets
    
    $
    117,380
    
    
    
    255,510
    
    
    
    915,826
    
    
    
    106,150
    
    
    
    4,688,001
    
    
    
    432,225
    
    
    
    (164,352
    )
    
    
    6,350,740
 35




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##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real estate
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2009
    
    Activities
    
    
    Operations
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate
    
    $
    
    
    
    
    1,427
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,427Other resorts and communities operations revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other real estate revenues
    
    
    299
    
    
    
    602
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    892Interest income
    
    
    
    
    
    
    
    
    
    
    62,409
    
    
    
    209
    
    
    
    290
    
    
    
    62,908Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    32,787
    
    
    
    342
    
    
    
    (329
    )
    
    
    32,800Total revenues
    
    
    299
    
    
    
    2,029
    
    
    
    95,196
    
    
    
    551
    
    
    
    (48
    )
    
    
    98,027Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    693
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    693Cost of sale of other revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expense
    
    
    889
    
    
    
    1,359
    
    
    
    20,640
    
    
    
    4,230
    
    
    
    (95
    )
    
    
    27,023Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    43,520
    
    
    
    757
    
    
    
    
    
    
    
    44,277Selling, general and administrative
    
    
    6,993
    
    
    
    4,438
    
    
    
    
    
    
    
    
    
    
    
    (476
    )
    
    
    10,955Other expenses
    
    
    
    
    
    
    
    
    
    
    71,703
    
    
    
    1,704
    
    
    
    (851
    )
    
    
    72,556Total costs and expenses
    
    
    7,882
    
    
    
    6,490
    
    
    
    135,863
    
    
    
    6,691
    
    
    
    (1,422
    )
    
    
    155,504Gain on settlement of investment in Woodbridges subsidiary
    
    
    26,985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,384
    
    
    
    40,369Earnings in earnings from unconsolidated affiliates
    
    
    6,265
    
    
    
    
    
    
    
    78
    
    
    
    118
    
    
    
    34
    
    
    
    6,495Impairment of unconsolidated affiliates
    
    
    (20,401
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,401
    )Impairment of investments
    
    
    (2,396
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Other income
    
    
    1,445
    
    
    
    284
    
    
    
    
    
    
    
    
    
    
    
    (748
    )
    
    
    981Income (loss) from continuing operations before income taxes
    
    
    4,315
    
    
    
    (4,177
    )
    
    
    (40,589
    )
    
    
    (6,022
    )
    
    
    14,044
    
    
    
    (32,429
    )Less: Provision (benefit) for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    4,315
    
    
    
    (4,177
    )
    
    
    (40,589
    )
    
    
    (6,022
    )
    
    
    14,044
    
    
    
    (32,429
    )(Loss) income from discontinued operations
    
    
    
    
    
    
    (804
    )
    
    
    
    
    
    
    4,201
    
    
    
    
    
    
    
    3,397Net income (loss)
    
    $
    4,315
    
    
    
    (4,981
    )
    
    
    (40,589
    )
    
    
    (1,821
    )
    
    
    14,044
    
    
    
    (29,032
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,629
    )
    
    
    (18,629
    )Net income (loss) attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    32,673
    
    
    
    (10,403
    )Total assets
    
    $
    186,696
    
    
    
    378,424
    
    
    
    5,488,603
    
    
    
    506,711
    
    
    
    (447,980
    )
    
    
    6,112,454
 36




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##### Table of Contents



19.
    
    Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk
 BFC
     Core
  37




---



##### Table of Contents



Woodbridge
   Bluegreen
   BankAtlantic Bancorp
  March 31,
    
    
    December 31,2010
    
    
    2009Commitments to sell fixed rate residential loans
    
    $
    19,956
    
    
    
    23,255Commitments to originate loans held for sale
    
    
    14,926
    
    
    
    18,708Commitments to originate loans held to maturity
    
    
    13,871
    
    
    
    43,842Commitments to extend credit, including the undisbursed
portion of loans in process
    
    
    403,163
    
    
    
    396,627Standby letters of credit
    
    
    16,658
    
    
    
    13,573Commercial lines of credit
    
    
    92,579
    
    
    
    74,841
  38




---



##### Table of Contents



Concentration of Credit Risk
   20.
    
    Certain Relationships and Related Party Transactions
   (in thousands)
    
    
    
    
    
    
    
    BankAtlanticFor the Three Months Ended March 31, 2010
    
    
    
    BFC
    
    Bancorp
    
    BluegreenShared service income (expense)
    
    (a)
    
    $
    594
    
    
    
    (492
    )
    
    
    (102
    )Facilities cost
    
    (a)
    
    $
    (94
    )
    
    
    81
    
    
    
    13Interest income (expense) from cash balance/deposits
    
    (b)
    
    $
    1
    
    
    
    (1
    )
    
    For the Three Months Ended March 31, 2009Shared service income (expense)
    
    (a)
    
    $
    585
    
    
    
    (448
    )
    
    
    (137
    )Facilities cost
    
    (a)
    
    $
    (95
    )
    
    
    78
    
    
    
    17Interest income (expense) from cash balance/deposits
    
    (b)
    
    $
    19
    
    
    
    (19
    )
    
    At March 31, 2010Cash and cash equivalents and (deposits)
    
    (b)
    
    $
    4,751
    
    
    
    (4,751
    )
    
    At December 31, 2009Cash and cash equivalents and (deposits)
    
    (b)
    
    $
    20,862
    
    
    
    (20,862
    )
    
    
 
 (a)
    
    Pursuant to the terms of shared service agreements between the Company
and BankAtlantic Bancorp, subsidiaries of the Company provide shared
service operations in the areas of human resources, risk management,
investor relations, executive office administration and other support
services to BankAtlantic Bancorp. Additionally, the Company provides
certain risk management and administrative services to Bluegreen. The
costs of shared services are allocated based upon the usage of the
respective services. Also, as part of the shared service arrangement,
the Company pays BankAtlantic Bancorp and Bluegreen for office
facilities costs relating to the Company and its shared service
operations. 39




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##### Table of Contents



During 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 rent office space in BankAtlantics corporate
headquarters. The amendment increased the aggregate monthly rent that
BFC and BFC Shared Service pay BankAtlantic under these leases to
$25,357, effective April 1, 2009. Prior to April 1, 2009, the
aggregate monthly rent was $24,490. In May 2009, BFC also amended the
terms of the office sublease agreement with Woodbridge (which was
initially entered into in May 2008) pursuant to which Woodbridge
subleases from BFC office space in BankAtlantics corporate
headquarters.(b)
    
    At March 31, 2010 and December 31, 2009, the Company had deposits at
BankAtlantic totaling $4.8 million and $20.9 million, respectively.
These deposits were on the same general terms as deposits made by
unaffiliated third parties. The aggregate interest income recognized
in connection with funds held at BankAtlantic for the three months
ended March 31, 2010 and 2009 was approximately $1,000 and $19,000,
respectively. Additionally, during 2009, we invested funds
through the Certificate of Deposit Account Registry Service (CDARS)
program at BankAtlantic, which facilitates the placement of funds into
certificates of deposits issued by other financial institutions in
increments of less than the standard FDIC insurance maximum to insure
that both principal and interest are eligible for full FDIC insurance
coverage. At December 31, 2009, the Company had $7.7 million invested
through the CDARS program at BankAtlantic. The Company did not have
any funds invested in the CDARS program at BankAtlantic as of March
31, 2010.      Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    45,476
    
    
    $
    53.57Options non-vested
    
    
    6,181
    
    
    $
    95.10
  40




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##### Table of Contents



21.
    
    Loss Per Common Share
  For the Three Months EndedMarch 31,2010
    
    
    2009Basic (loss) earnings per common shareNumerator:Loss from continuing operations
    
    $
    (35,251
    )
    
    
    (32,429
    )Less: Noncontrolling interests loss from continuing operations
    
    
    (14,665
    )
    
    
    (20,958
    )Loss attributable to BFC
    
    
    (20,586
    )
    
    
    (11,471
    )Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )Loss allocable to common stock
    
    
    (20,774
    )
    
    
    (11,659
    )(Loss) income from discontinued operations
    
    
    (249
    )
    
    
    3,397Less: Noncontrolling interests income  discontinued operations
    
    
    
    
    
    
    2,329(Loss) income from discontinued operations attributable to BFC
    
    
    (249
    )
    
    
    1,068Net loss allocable to common shareholders
    
    $
    (21,023
    )
    
    
    (10,591
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    75,376
    
    
    
    45,114Basic (loss) earnings per common share:Loss per share from continuing operations
    
    $
    (0.28
    )
    
    
    (0.26
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    0.03Basic loss per share
    
    $
    (0.28
    )
    
    
    (0.23
    )Diluted earnings (loss) per common share:Numerator:Loss allocable to common stock
    
    $
    (20,774
    )
    
    
    (11,659
    )(Loss) income from discontinued operations allocable to common stock
    
    
    (249
    )
    
    
    1,068Net loss allocable to common stock
    
    $
    (21,023
    )
    
    
    (10,591
    )DenominatorBasic weighted average number of common shares outstanding
    
    
    75,376
    
    
    
    45,114Diluted weighted average number of common shares outstanding
    
    
    75,376
    
    
    
    45,114Diluted (loss) earnings per shareLoss per share from continuing operations
    
    $
    (0.28
    )
    
    
    (0.26
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    0.03Diluted loss per share
    
    $
    (0.28
    )
    
    
    (0.23
    )
  41




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##### Table of Contents



22.
    
    Parent Company Financial Information
   
 March 31,
    
    
    December 31,2010
    
    
    2009AssetsCash and cash equivalents
    
    $
    18,399
    
    
    
    1,308Securities available for sale
    
    
    33,142
    
    
    
    18,981Investment in Woodbridge Holdings, LLC
    
    
    155,895
    
    
    
    197,264Investment in BankAtlantic Bancorp, Inc.
    
    
    39,160
    
    
    
    47,555Investment in and advances in other subsidiaries
    
    
    1,746
    
    
    
    2,218Other assets
    
    
    1,134
    
    
    
    1,279Total assets
    
    $
    249,476
    
    
    
    268,605Liabilities and Shareholders EquityAdvances from wholly owned subsidiaries
    
    $
    825
    
    
    
    818Other liabilities
    
    
    11,957
    
    
    
    11,699Total liabilities
    
    
    12,782
    
    
    
    12,517Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    225,665
    
    
    
    245,059Total liabilities and shareholders equity
    
    $
    249,476
    
    
    
    268,605
 
 For the Three MonthsEnded March 31,2010
    
    
    2009Revenues
    
    $
    263
    
    
    
    283Expenses
    
    
    1,914
    
    
    
    2,023Loss before earnings (loss) from subsidiaries
    
    
    (1,651
    )
    
    
    (1,740
    )Equity in (loss) earnings in Woodbridge Holdings, LLC
    
    
    (10,666
    )
    
    
    3,735Equity in loss in BankAtlantic Bancorp
    
    
    (7,796
    )
    
    
    (13,359
    )Equity in loss in other subsidiaries
    
    
    (473
    )
    
    
    (107
    )Loss before income taxes
    
    
    (20,586
    )
    
    
    (11,471
    )Income taxes
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (20,586
    )
    
    
    (11,471
    )Equity in subsidiaries discontinued operations
    
    
    (249
    )
    
    
    1,068Net loss
    
    
    (20,835
    )
    
    
    (10,403
    )5% Preferred Stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    $
    (21,023
    )
    
    
    (10,591
    )
 42




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##### Table of Contents



For the Three MonthsEnded March 31,2010
    
    
    2009Operating Activities:Net cash used in operating activities
    
    $
    (1,155
    )
    
    
    (1,560
    )Investing Activities:Purchase of securities available for sale
    
    
    (12,851
    )
    
    
    Proceeds from maturities of securities available for sale
    
    
    1,200
    
    
    
    Distribution from subsidiaries
    
    
    30,085
    
    
    
    84Net cash provided by investing activities
    
    
    18,434
    
    
    
    84Financing Activities:Preferred stock dividends paid
    
    
    (188
    )
    
    
    (188
    )Net cash used in financing activities
    
    
    (188
    )
    
    
    (188
    )Increase (decrease) in cash and cash equivalents
    
    
    17,091
    
    
    
    (1,664
    )Cash at beginning of period
    
    
    1,308
    
    
    
    9,218Cash at end of period
    
    $
    18,399
    
    
    
    7,554Supplementary disclosure of non-cash investing and financing activitiesNet increase in shareholders equity from the effect of subsidiaries
capital transactions, net of income taxes
    
    $
    814
    
    
    
    391Increase in accumulated other comprehensive income, net of taxes
    
    
    1,692
    
    
    
    1,556Net decrease in BFCs shareholders equity resulting from cumulative effect of
change in accounting principle
    
    
    (1,212
    )
    
    
    
  23.
    
    Litigation
 BFC and its Wholly Owned Subsidiaries
 Appraisal Rights
  43




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##### Table of Contents



National Bank of South Carolina v. Core Communities of South Carolina, LLC, et al. South Carolina
Court of Common Pleas, Fourteenth Judicial Circuit
  Investors Warranty of America, Inc. v. Core Communities of South Carolina, LLC and Core
Communities, LLC, et. al. Circuit Court, Jasper County, South Carolina
  Investors Warranty of America, Inc. v. Core Communities, LLC and Horizons Acquisition 5, LLC Circuit Court of the Nineteenth Judicial Circuit in and for St. Lucie County, Florida
  AmTrust Bank v. Woodbridge Holdings, LLC and Carolina Oak Homes, LLC, United States District Court
for the Southern District of Florida
  Levitt and Sons Bankruptcy
  Class Action Litigation
  44




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##### Table of Contents



Surety Bond Claim
  Bluegreen Corporation
 Tennessee Tax Audit
  Pennsylvania Attorney General Lawsuit
 Commonwealth of Pennsylvania
Acting by Attorney General Thomas W. Corbett, Jr. v. Bluegreen Corporation, Bluegreen Resorts,
Bluegreen Vacations Unlimited, Inc. and Great Vacation Destinations, Inc.
 Destin, Florida Deposit Dispute Lawsuit
 Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.,; Hubert A. Laird; and MSB of Destin, Inc.,
 45




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##### Table of Contents



Mountain Lakes Mineral Rights
 Betty Yvon
Lesley et a1 v. Bluff Dale Development Corporation, Bluegreen Southwest One. L.P. et al., Betty Yvon Lesley et a1 v. Bluff Dale Development Corporation, Bluegreen
Southwest One. L.P. et al. Bluegreen Southwest One,
L.P. et al. v. Betty Yvon Lesley et al.
 Property Owners Association of Mountain Lakes
Ranch, Inc. v. Bluegreen Southwest One, L.P. et al. th
 Catawba Falls Preserve Homeowners Association Demand Letter
  Marshall, et al. Lawsuit regarding Community Amenities
 William Marshall and Patricia
Marshall, et al. v Bluegreen Southwest One, L.P., Bluegreen Southwest Land, Inc., Bluegreen
Corporation, Stephen Davis, and Bluegreen Communities of Texas, L.P.
 46




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##### Table of Contents



Schawrz, et al. Lawsuit regarding Community Amenities
 Paul A. Schwarz and Barbara
S. Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
  24.
    
    New Accounting Pronouncements
  47




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
 Overview
       48




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49




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##### Table of Contents



Forward Looking Statements
   
    
    risks associated with the Companys current business strategy, including the risk that
BFC will not be in a position to provide strategic support to its affiliated entities or
that such support will not achieve the anticipated benefits and may negatively impact our
cash flow;
    
    BFCs shareholders interests may be diluted if additional shares of BFCs common stock
are issued, and BFCs public company investments may be diluted if BankAtlantic Bancorp,
Bluegreen or Benihana issue additional shares of its stock;
    
    the risk that creditors of the Companys subsidiaries or other third parties may seek to recover distributions or dividends made by such subsidiaries or other
amounts owed by such subsidiaries from their
respective parent companies, including BFC;
    
    the impact of economic, competitive and other factors affecting the Company and its
subsidiaries, and their operations, markets, products and services;
    
    adverse conditions in the stock market, the public debt market and other capital markets
and the impact of such conditions on the activities of the Company and its subsidiaries;
    
    the impact of the current economic downturn on the price and liquidity of BFCs common
stock and on BFCs ability to obtain additional capital, including that if BFC needs or
otherwise believes it is advisable to issue debt or equity securities to fund its
operations, it may not be possible to issue any such securities on favorable terms, if at
all;
    
    the performance of entities in which the Company has made investments may not be
profitable or their results as anticipated;
    
    BFC is dependent upon dividends from its subsidiaries to fund its operations, and
currently BankAtlantic Bancorp is prohibited from paying dividends and may not pay
dividends in the future, whether as a result of such restriction continuing in the future
or otherwise, and Bluegreen has historically not paid dividends on its common stock, and
even if paid, BFC has historically experienced and may continue to experience negative cash
flow;
    
    the risks associated with the merger of Woodbridge and BFC, including the uncertainty
regarding the amount of cash that will be required to be paid to dissenting Woodbridge
shareholders;
    
    the risks related to the indebtedness of Woodbridge and its subsidiaries, which are in
default, including that negotiations relating to the resolution of the indebtedness and the
release from the obligations under any or all of the debt may not be successful;
    
    the risks relating to Cores liquidity, cash position and ability to continue
operations, including the risk that Core will be forced to cease its remaining operations, be obligated to make additional payments
under its outstanding development bonds, or incur additional impairment charges and losses beyond those already incurred;
 50




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##### Table of Contents




    
    the risk that Cores restructuring activities could cause the lenders under the
defaulted loans to foreclose on any property which serves as collateral for the defaulted
loans, and Core could be forced to cease its remaining operations, which would likely
result in additional impairment charges and losses beyond those already incurred;
    
    risks associated with the securities we hold directly or indirectly, including the risk
that we may record further impairment charges with respect to such securities in the event
trading prices decline in the future;
    
    risks associated with the accounting for the Bluegreen share acquisition, including the
estimates and analyses used to determine the final evaluation of the inventory of
Bluegreen as of the acquisition date and the effect, if any, on the amount of the $183.1
million bargain purchase gain recorded at December 31, 2009;
    
    the preparation of financial statements in accordance with GAAP involves making
estimates, judgments and assumptions, and our financial condition and operating results
may be materially impacted in the future if our estimates, judgments or assumptions prove
to be incorrect;
    
    the risks related to litigation and other legal proceedings against BFC and its
subsidiaries, including the costs and expenses of such proceedings, as well as the risk associated with a finding of liability or damages; and
    
    the Companys success at managing the risks involved in the foregoing.
  
    
    the impact of economic, competitive and other factors affecting BankAtlantic Bancorp and
its operations, markets, products and services, including the impact of the changing
regulatory environment, a continued or deepening recession, decreases in real estate
values, and increased unemployment on its business generally, BankAtlantics regulatory
capital ratios, the ability of its borrowers to service their obligations and its
customers to maintain account balances and the value of collateral securing its loans;
    
    credit risks and loan losses, and the related sufficiency of the allowance for loan
losses, including the impact on the credit quality of BankAtlantic Bancorp loans (including those
held in the asset workout subsidiary of BankAtlantic Bancorp) of a sustained downturn in
the economy and in the real estate market and other changes in the real estate markets in
 BankAtlantic Bancorps trade area and where   collateral is located;
    
    the quality of BankAtlantics real estate based loans including its residential land
acquisition and development loans (including Builder land bank loans, Land acquisition and
development and construction loans) as well as Commercial land loans, other Commercial real
estate loans; and Commercial business loans; and conditions specifically in those market
sectors;
    
    the risks of additional charge-offs, impairments and required increases in our 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 the banks net interest
margin;
    
    new consumer banking regulations and the effect on our service fee income;
    
    adverse conditions in the stock market, the public debt market and other financial and
credit markets and the impact of such conditions on our activities, the value of our assets
and on the ability of our borrowers to service their debt obligations and maintain account
balances;
    
    BankAtlantics strategic initiatives not resulting in continued growth of core deposits
or increasing average balances of new deposit accounts or producing anticipated results;
    
    the success of BankAtlantic Bancorp expense reduction initiatives and the ability to
achieve additional cost savings or to maintain the current lower expense structure;
    
    the impact of periodic valuation testing of goodwill, deferred tax assets and other
assets;
    
    past performance, actual or estimated new account openings and growth may not be
indicative of future results;
    
    BankAtlantic Bancorps cash offers to purchase the outstanding Trust Preferred
Securities (TRUPS) are subject to the risk that a sufficient number of consents are not
received for the requisite holders, that Trustees do not act on the consents or accept the
offers in which they are involved and that BankAtlantic Bancorp is not able to obtain
financing upon acceptable terms, in amounts sufficient to complete the offers, if at all;
and
    
    BankAtlantic Bancorp success at managing the risks involved in the foregoing.With respect to Bluegreen Corporation, the risks and uncertainties include, but are not
limited to:
    
    the state of the economy, generally, interest rates and the availability of financing
affect Bluegreens ability to market vacation ownership interests (VOIs) and
residential homesites;
    
    Bluegreen would incur substantial losses and its liquidity position could be adversely
impacted if the customers it finances default on their obligations;
    
    Bluegreens business plan historically has depended on its ability to sell or borrow
against its notes receivable to support its liquidity and profitability;
 51




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
    
    while Bluegreen has attempted to restructure its business to reduce its need for and
reliance on financing for liquidity in the short term, there is no assurance that such
restructuring will be successful or that its business and profitability will not
otherwise continue to depend on its ability to obtain financing, which may not be
available on favorable terms, or at all;
    
    Bluegreens results of operations and financial condition could be adversely impacted
if its estimates concerning its notes receivable are incorrect, and its new credit
underwriting standards may not have the anticipated favorable impact on performance;
    
    Bluegreens future success depends on its ability to market its products successfully
and efficiently;
    
    Bluegreen is subject to the risks of the real estate market and the risks associated
with real estate development, including the declines in real estate values and the
deterioration of real estate sales;
    
    Bluegreens adoption on January 1, 2010, of the accounting guidance requiring the
consolidation of its special purpose finance entities had a material adverse impact on
its net worth, leverage, and book value per share, and could have an adverse impact on
its profits in the future;
    
    Bluegreen may not be successful in increasing or expanding its fee-based services
relationships and its fee-based service activities may not become an increasing portion
of its business or generate profits, which may have an adverse impact on its results of
operations and financial condition;
    
    claims for development-related defects could adversely affect Bluegreens financial
condition and operating results;
    
    the resale market for VOIs could adversely affect Bluegreens business;
    
    Bluegreen may be adversely affected by extensive federal, state and local laws and
regulations and changes in applicable laws and regulations, including with respect to the
imposition of additional taxes on operations;
    
    environmental liabilities, including claims with respect to mold or hazardous or toxic
substances, could have a material adverse impact on Bluegreens business;
    
    the ratings of third-party rating agencies could adversely impact Bluegreens ability
to obtain, renew, or extend credit facilities, debt, or otherwise raise capital;
    
    Bluegreen has significant debt maturing in the near term which could impact its
liquidity position, and, if necessary, it may not be successful in refinancing the debt
on favorable terms, if at all; and
    
    the loss of the services of Bluegreens key management and personnel could adversely
affect Bluegreens business.
  52




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Critical Accounting Policies
  New Accounting Pronouncements
  Summary of Consolidated Results of Operations
  For the Three Months EndedMarch 31,2010
    
    
    2009Real Estate and Other
    
    $
    (14,730
    )
    
    
    14,182Financial Services
    
    
    (20,521
    )
    
    
    (46,611
    )Loss from continuing operations
    
    
    (35,251
    )
    
    
    (32,429
    )(Loss) income from discontinued operations, less
income tax
    
    
    (249
    )
    
    
    3,397Net loss
    
    
    (35,500
    )
    
    
    (29,032
    )Less: Net loss attributable to noncontrolling interests
    
    
    (14,665
    )
    
    
    (18,629
    )Net loss attributable to BFC
    
    
    (20,835
    )
    
    
    (10,403
    )5% Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )Net loss allocable to common stock
    
    $
    (21,023
    )
    
    
    (10,591
    )
    53




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##### Table of Contents



Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    an increase in cash and cash equivalents primarily reflecting a $215.3 million increase
in BankAtlantic Bancorps cash balances at the Federal Reserve Bank associated with daily
cash management activities. This contributed to a net increase in cash and cash
equivalents of approximately $201.3 million. For the three months ended March 31, 2010,
cash provided by operations was approximately $29.1 million, cash provided by investing
activities was approximately $252.6 million and cash used in financing activities was
approximately $80.4 million;
    
    a decrease in securities available for sale reflecting BankAtlantic Bancorps  sale of $43.8
million of mortgage-backed securities, as well as repayments;
    
    a decrease in  BankAtlantic Bancorps  tax certificate balances primarily due to redemptions and
decreased tax certificate acquisitions;
    
    a decrease in  BankAtlantic Bancorps  loan receivable balances associated with $40.4 million of
charge-offs, $45.8 million from the sale of loans and repayments of loans in the normal
course of business combined with a significant decline in loan originations and purchases;
and
    
    an increase in real estate owned by BankAtlantic Bancorp  associated with residential and commercial loan
foreclosures.
  
    
    an increase in BankAtlantics interest bearing deposit account balances associated
with a $123.1 million increase in higher-yielding interest-bearing checking and savings
accounts partially offset by $120.5 million of lower certificates of deposit balances;
    
    an increase in BankAtlantics non-interest-bearing deposit balances primarily due to
increased customer balances in checking accounts reflecting marketing efforts to
customers who maintain higher account balances;
    
    lower FHLB advances at BankAtlantic due to repayments using proceeds from the sales of
securities and loan repayments and increases in deposit account balances; and
    
    an increase in junior subordinated debentures due to interest deferments at
BankAtlantic Bancorp.
 54




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BFC Activities
 BFC Activities
    For the Three Months Ended
    
    
    ChangeMarch 31,
    
    
    2010 vs.2010
    
    
    2009
    
    
    2009RevenuesOther revenues
    
    $
    387
    
    
    
    299
    
    
    
    88387
    
    
    
    299
    
    
    
    88Cost and ExpensesInterest expense, net
    
    
    1,838
    
    
    
    889
    
    
    
    949General and administrative expenses
    
    
    6,487
    
    
    
    6,993
    
    
    
    (506
    )8,325
    
    
    
    7,882
    
    
    
    443Gain on settlement of investment in Woodbridges
subsidiary
    
    
    
    
    
    
    26,985
    
    
    
    (26,985
    )Equity in earnings from unconsolidated affiliates
    
    
    (31
    )
    
    
    6,265
    
    
    
    (6,296
    )Impairment of unconsolidated affiliates
    
    
    
    
    
    
    (20,401
    )
    
    
    20,401Impairment of investments
    
    
    
    
    
    
    (2,396
    )
    
    
    2,396Other income
    
    
    1,394
    
    
    
    1,445
    
    
    
    (51
    )(Loss) income from continuing operations before
income taxes
    
    
    (6,575
    )
    
    
    4,315
    
    
    
    (10,890
    )Less: Benefit for income taxes
    
    
    (198
    )
    
    
    
    
    
    
    (198
    )Net (loss) income
    
    $
    (6,377
    )
    
    
    4,315
    
    
    
    (10,692
    )
     55




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##### Table of Contents



BFC Activities
   2008 and 2007 Step acquisitions  Purchase Accounting
  BFC Activities- Liquidity and Capital Resources
     56




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BFC Activities
    57




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BFC Activities
      58




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Real Estate
 Real Estate Operations Segment
    Real Estate Operations
 Three MonthsEnded March 31,2010
    
    
    2009
    
    
    Change(Dollars in thousands)Revenues:Sales of real estate
    
    $
    
    
    
    
    1,427
    
    
    
    (1,427
    )Other revenues
    
    
    637
    
    
    
    602
    
    
    
    35Total revenues
    
    
    637
    
    
    
    2,029
    
    
    
    (1,392
    )Costs and expenses:Cost of sales of real estate
    
    
    
    
    
    
    693
    
    
    
    (693
    )Selling, general and administrative expenses
    
    
    2,659
    
    
    
    4,438
    
    
    
    (1,779
    )Interest expense
    
    
    1,983
    
    
    
    1,359
    
    
    
    624Total costs and expenses
    
    
    4,642
    
    
    
    6,490
    
    
    
    (1,848
    )Interest and other income
    
    
    53
    
    
    
    284
    
    
    
    (231
    )Loss from continuing operations before
income taxes
    
    
    (3,952
    )
    
    
    (4,177
    )
    
    
    225Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (3,952
    )
    
    
    (4,177
    )
    
    
    225Discontinued operations:Loss from discontinued operations, net of tax
    
    
    (249
    )
    
    
    (804
    )
    
    
    555Net loss
    
    $
    (4,201
    )
    
    
    (4,981
    )
    
    
    780
 For the Three Months Ended March 31, 2010 Compared to the Same 2009 Period
  59




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Real Estate
       Cores Liquidity and Capital Resources
   60




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Real Estate
      Off Balance Sheet Arrangements and Contractual Obligations
  61




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Real Estate
     Payments due by periodLess than
    
    
    13 - 36
    
    
    37 - 60
    
    
    More thanCategory (1)
    
    Total
    
    
    12 Months
    
    
    Months
    
    
    Months
    
    
    60 MonthsDebt obligations (2)
    
    $
    273,009
    
    
    
    176,436
    
    
    
    499
    
    
    
    10,857
    
    
    
    85,217Operating lease obligations
    
    
    1,035
    
    
    
    785
    
    
    
    191
    
    
    
    59
    
    
    
    Debt obligations
associated with assets
held for sale
    
    
    74,533
    
    
    
    71,483
    
    
    
    110
    
    
    
    124
    
    
    
    2,816Severance related
termination obligations
    
    
    537
    
    
    
    537
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    349,114
    
    
    
    249,241
    
    
    
    800
    
    
    
    11,040
    
    
    
    88,033
 
 (1)
    
    Debt obligations consist of notes, mortgage notes and bonds payable and junior
subordinated debentures. Operating lease obligations consist of lease commitments. The
timing of contractual payments for debt obligations assumes the exercise of all extensions
available at our sole discretion. Debt obligations and debt obligations associated with
assets held for sale include defaulted loans totaling approximately $247.6 million as of
March 31, 2010 of which repayment of the outstanding debt was accelerated by the lender and
is currently being shown as immediately due and payable in less than 12 months. See Note 3
of the Notes to Unaudited Consolidated Financial Statements included in Item 1 of this
report for more information regarding the defaulted loans.(2)
    
    These amounts represent scheduled principal payments. 62




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Real Estate
    63




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##### Table of Contents



Real Estate
 Bluegreen
 Bluegreens results of operations for the three months ended March 31, 2010 are reported through
two reportable segments which are Bluegreen Resorts and Bluegreen Communities. In the three months
ended March 31, 2009, our earnings attributable to Bluegreen were reported as part of Woodbridge
other operations, which is currently included in the BFC Activities segment.
   
    
    The Bluegreens Resorts and Communities Divisions generated segment operating losses of
approximately $8.6 million.
    
    Bluegreens adoption of the amendment to the accounting guidance associated with the
consolidation of VIEs on January 1, 2010, resulted in its consolidation of seven existing
special purpose financing entities that are associated with past securitization
transactions. In addition to the material changes to the Companys Consolidated Statement
of Financial Condition (see Note 2 of the Notes to the Unaudited Consolidated Financial
Statements), the consolidation of these special purpose finance entities impacted the
Statement of Operations during the first quarter of 2010 by increasing Bluegreens interest
income from VOI notes receivable and increasing interest expense on notes payable, compared
to prior periods.
    
    Bluegreen recorded a charge of approximately $10.7 million to increase the reserve for
loan losses on its VOI notes receivables generated prior to December 15, 2008, most of
which were accounted for off-balance sheet prior to January 1, 2010.
    64




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Real Estate
       65




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##### Table of Contents



Real Estate
 Bluegreen Segments Financial Results
  Bluegreen Resorts
    
    
    Bluegreen Communities
    
    
    TotalPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales(dollars in thousands)Three Months Ended
   March 31, 2010:System-wide sales (1)
    
    $
    45,697
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Change in sales deferred
under timeshare accounting
rules
    
    
    (2,497
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Estimated uncollectible VOI
notes receivable on current
period system-wide sales
    
    
    (4,310
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    System-wide sales, net
    
    
    41,387
    
    
    
    100
    %
    
    
    3,666
    
    
    
    100
    %
    
    
    45,053
    
    
    
    100
    %Sales of third-party VOIs
    
    
    (15,754
    )
    
    
    (38
    )
    
    
    
    
    
    
    
    
    
    
    (15,754
    )
    
    
    (35
    )Adjustment to allowance for
loan losses
    
    
    (10,704
    )
    
    
    (26
    )
    
    
    
    
    
    
    
    
    
    
    (10,704
    )
    
    
    (24
    )Sales of real estate
    
    
    14,929
    
    
    
    36
    
    
    
    3,666
    
    
    
    100
    
    
    
    18,595
    
    
    
    41Cost of real estate sales
    
    
    (3,108
    )
    
    
    (21)
    *
    
    
    (5,788
    )
    
    
    (158
    )
    
    
    (8,896
    )
    
    
    (48)
    *Gross profit
    
    
    11,821
    
    
    
    79
    *
    
    
    (2,122
    )
    
    
    (58
    )
    
    
    9,699
    
    
    
    52
    *Fee-based sales commission
revenue
    
    
    10,180
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    10,180
    
    
    
    23Other resort and communities
operations revenues
    
    
    15,670
    
    
    
    38
    
    
    
    351
    
    
    
    10
    
    
    
    16,021
    
    
    
    36Cost of other resort and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,690
    )communities operations
    
    
    (11,943
    )
    
    
    (29
    )
    
    
    (747
    )
    
    
    (20
    )
    
    
    
    
    
    
    (28
    )Segment selling, general and
administrative expenses (2)
    
    
    (29,814
    )
    
    
    (72
    )
    
    
    (2,652
    )
    
    
    (72
    )
    
    
    (32,466
    )
    
    
    (72
    )Segment operating loss
    
    $
    (4,086
    )
    
    
    (10
    )
    
    $
    (5,170
    )
    
    
    (141
    )
    
    $
    (9,256
    )
    
    
    (21
    )
 
 *
    
    Bluegreen Resorts cost of sales and Gross profit are calculated as a percentage of sales of real
estate(1)
    
    Includes sales of VOIs made on behalf of third parties, which are effected through the same
process as the sale of Bluegreens vacation ownership inventory, and involve similar selling and
marketing costs.(2)
    
    General and administrative expenses attributable to corporate overhead have been excluded from
the tables. Corporate general and administrative expenses (excluding mortgage operations) totaled
$13.0 million for the three months ended March 31, 2010. (See Corporate General and Administrative
Expenses below for further discussion). 66




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Real Estate
 Bluegreen Resorts
 Bluegreen Resorts  Resort Sales and Marketing
  For the Three MonthsEnded March 31, 2010Number of Bluegreen VOI sales transactions
    
    
    3,478Number of sales made on behalf of third-party
developers for a fee
    
    
    1,317Total VOI sales transactions
    
    
    4,795Average sales price per transaction
    
    $
    11,618Number of total prospects tours
    
    
    29,553Sale-to-tour conversion ratio total prospects
    
    
    16.2
    %Number of new prospects tours
    
    
    15,408Sale-to-tour conversion ratio new prospects
    
    
    12.1
    %
 Resort Management and Other Services
  For the Three MonthsEnded March 31, 2010Resort Management Operations
    
    $
    6,719Title Operations
    
    
    1,471Net Carrying Cost of Developer Inventory
    
    
    (3,551
    )Other
    
    
    (138
    )Total
    
    $
    4,501
 Bluegreen Communities
  For the Three MonthsEnded March 31, 2010Number of homesites sold
    
    
    66Average sales price per homesite
    
    $
    58,191
 67




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##### Table of Contents



Real Estate
  Contracts to Sell Property atProjects Not Substantially SoldOut at March 31, 2010ProjectVintage Oaks at the Vineyard
    
    $
    1,923Havenwood at Hunters Crossing
    
    
    381Lake Ridge at Joe Pool Lake
    
    
    203King Oaks
    
    
    313Chapel Ridge
    
    
    150Sanctuary Cove
    
    
    127Total
    
    $
    3,097
 Contracts to Sell Property atProjects Substantially SoldOut at March 31, 2010ProjectSaddle Creek Forest
    
    $
    345Miscellaneous
    
    
    255Total
    
    
    600Total Contracts
    
    $
    3,697
 Finance Operations
  68




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##### Table of Contents



Real Estate
 Income from Notes Receivable Portfolio and Mortgage Servicing Operations
  For the Three MonthsEnded March 31, 2010IncomeInterest income:VOI notes receivable
    
    $
    29,966Other
    
    
    45Total interest income
    
    
    30,011Servicing fee income:Fee-based services
    
    
    13Total income
    
    
    30,024ExpensesReceivable-backed note interest expense
    
    
    11,736Cost of mortgage servicing operations
    
    
    730Total expenses
    
    
    12,466Pre-tax income on notes receivable
portfolio and mortgage servicing operations
    
    $
    17,558
 Mortgage Servicing Operations.
   Interest Expense on Receivable-Backed Notes Payable
  Other Interest Expense
   69




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Real Estate
   Corporate General and Administrative Expenses
  Other Income
 
 Non-controlling Interests in Income of Consolidated Subsidiary
  Bluegreens Liquidity and Capital Resources
    70




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##### Table of Contents



Real Estate
  
    
    Maintaining a significantly reduced sales level within its Resorts sales operations in
an effort to match its sales pace to its liquidity and known receivable capacity;
    
    Emphasizing cash-based business in its sales, resort management and finance operations,
with particular focus on growing its fee-based service business;
    
    Minimizing the cash requirements of Bluegreen Communities;
    
    Maintaining reduced levels of overhead and continuing to see increasing efficiency;
    
    Minimizing capital spending;
    
    Working with its lenders to renew, extend, or refinance its credit facilities;
    
    Maintaining compliance under its outstanding indebtedness; and
    
    Continuing to provide what Bluegreen believes to be a high level of quality vacation
experiences and customer service to its VOI owners.
     Credit Facilities
  71




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##### Table of Contents



Real Estate
 Credit Facilities for Bluegreen Receivables with Future Availability
  AdvanceOutstanding
    
    
    Availability
    
    
    Period
    
    
    BorrowingRevolving
    
    
    Balance as
    
    
    as of
    
    
    Expiration;
    
    
    Rate; Rate asBorrowing
    
    
    of March 31,
    
    
    March 31,
    
    
    Borrowing
    
    
    of March 31,Limit
    
    
    2010
    
    
    2010
    
    
    Maturity
    
    
    2010June 29, 2010;
    
    Prime + 2.50%;BB&T Purchase
Facility(1)
    
    $
    150,000
    
    
    $
    122,302
    
    
    $
    27,698
    
    
    June 5, 2022
    
    
    5.75%Aug. 27, 2010;
    
    30 day LIBOR+2.50%;Liberty Bank Facility(1)
    
    
    75,000
    
    
    
    61,817
    
    
    
    13,183
    
    
    Aug. 27, 2014
    
    
    5.75%(2)Total
    
    $
    225,000
    
    
    $
    184,119
    
    
    $
    40,881
 
 (1)
    
    Facility is revolving during the advance period, providing additional
availability as the facility is paid down, subject to eligible collateral and applicable
terms and conditions.(2)
    
    Interest charged on this facility is variable, subject to a floor of 5.75%. BB&T Purchase Facility
 
    Liberty Bank Facility
  72




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Real Estate
   Other Outstanding Receivable-Backed Notes Payable
  Balance asof March
    
    
    
    Borrowing Rate; Rate31, 2010
    
    Borrowing Maturity
    
    as of March 31, 2010The GE Bluegreen/Big Cedar Facility
    
    $
    30,392
    
    
    April 16, 2016
    
    30 day LIBOR+1.75%;2.00
    %Wells Fargo Facility
    
    
    11,279
    
    
    December 31, 2010
    
    Prime + 0.25-0.50%;4.00% (1)The GMAC Receivables Facility
    
    
    4,701
    
    
    February 15, 2015
    
    30 day LIBOR+4.00%;4.25
    %Non-recourse Securitization Bonds
    
    
    394,031
    
    
    Varies
    
    VariesTotal
    
    $
    440,403
 
 (1)
    
    Interest charged on this facility is variable and may be subject to a 4.00% floor
under certain circumstances. The GE Bluegreen/Big Cedar Facility
  The Wells Fargo Facility
  73




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##### Table of Contents



Real Estate
 Receivable-Backed Notes Payable previously reported as off-balance sheet .
  Other Effective Receivable Capacity.
  Credit Facilities for Bluegreen Inventories without Existing Future Availability
  Balance as ofMarch 31,
    
    Borrowing
    
    Borrowing Rate; Rate as of2010
    
    Maturity(1)
    
    March 31, 2010The GMAC AD&C Facility
    
    $
    79,184
    
    
    June 30, 2012
    
    30 day LIBOR+4.50%;4.75%The GMAC Communities Facility
    
    
    36,886
    
    
    December 31, 2012
    
    Prime + 2.00%;10.00%The Textron Facility
    
    
    12,551
    
    
    Varies by loan (2)
    
    Prime + 1.25%-1.50%;4.50%-4.75%Wachovia Notes Payable
    
    
    21,895
    
    
    Varies by loan (3)
    
    
    30 day LIBOR + 2.00%-2.35%;2.25%-2.60%Total
    
    $
    150,516
 
 (1)
    
    Repayment of the outstanding amount is effected through release payments as the related
collateral is sold, subject to periodic minimum required amortization between December 31,
2009 and maturity.(2)
    
    The maturity date for this facility varies by loan. The maturity date associated with
Bluegreens Odyssey Dells Resort loan, which had an outstanding balance of $6.8 million as
of March 31, 2010, is December 31, 2011. The maturity date associated with Bluegreens
Atlantic Palace Resort, which had an outstanding balance of $5.8 million as of March 31,
2010, is April 2013.(3)
    
    See discussion of the Wells Fargo Loan below. The GMAC AD&C Facility
 TM
 74




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##### Table of Contents



Real Estate
 The GMAC Communities Facility (subsequently renamed in April to the H4BG, LP Facility)
   H4BG, LP Communities Facility.
 Textron AD&C Facility
    The Wachovia Notes Payable
  75




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##### Table of Contents



Real Estate
 The Wells Fargo Term Loan
  Unsecured Credit Facility  Wachovia Line-of-Credit
  Commitments
   PurchaseAccounting
    
    
    Less than
    
    
    13 - 36
    
    
    37 - 60
    
    
    More thanCategory
    
    Total
    
    
    Adjustments
    
    
    12 Months
    
    
    Months
    
    
    Months
    
    
    60 MonthsDebt obligations
    
    $
    847,468
    
    
    
    (59,617
    )
    
    
    76,856
    
    
    
    96,325
    
    
    
    71,279
    
    
    
    662,625Interest payable on debt
obligations
    
    
    577,986
    
    
    
    
    
    
    
    55,122
    
    
    
    96,254
    
    
    
    86,248
    
    
    
    340,362Noncancelable operating leases
    
    
    66,726
    
    
    
    
    
    
    
    10,747
    
    
    
    15,876
    
    
    
    10,052
    
    
    
    30,051Total obligations
    
    $
    1,492,180
    
    
    
    (59,617
    )
    
    
    142,725
    
    
    
    208,455
    
    
    
    167,579
    
    
    
    1,033,038
   76




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##### Table of Contents



Real Estate
   Off-Balance Sheet Arrangements
  77




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 Financial Services
 The Financial Services activities of BFC are comprised of the operations of BankAtlantic
Bancorp and its subsidiaries. BankAtlantic Bancorp currently presents its results in two reportable
segments and its results of operations are consolidated in BFC Financial Corporation. The only
assets available to BFC Financial Corporation from BankAtlantic Bancorp are dividends when and if
paid by BankAtlantic Bancorp. BankAtlantic Bancorp is a separate public company and its management
prepared the following discussion regarding BankAtlantic Bancorp which was included in BankAtlantic
Bancorps Quarterly Report on Form 10-Q for the three months ended March 31, 2010 filed with the
Securities and Exchange Commission. Accordingly, references to we, us or our in the following
discussion under the caption Financial Services are references to BankAtlantic Bancorp and its
subsidiaries, and are not references to BFC Financial Corporation.
 Consolidated Results of Operations
  For the Three Months Ended March 31,(in thousands)
    
    2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (17,129
    )
    
    $
    (40,589
    )
    
    $
    23,460BankAtlantic Bancorp Parent
Company
    
    
    (3,392
    )
    
    
    (6,022
    )
    
    
    2,630Loss from continuing
operations
    
    $
    (20,521
    )
    
    $
    (46,611
    )
    
    $
    26,090
 For the Three Months Ended March 31, 2010 Compared to the Same 2009 Period:
   78




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  BankAtlantic Results of Operations
 Net interest income
 Bank Operations Business SegmentAverage Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedMarch 31, 2010
    
    
    March 31, 2009(in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    3,751,907
    
    
    
    41,095
    
    
    
    4.38
    
    
    $
    4,355,818
    
    
    
    49,607
    
    
    
    4.56Investments
    
    
    441,637
    
    
    
    6,136
    
    
    
    5.56
    
    
    
    935,936
    
    
    
    12,803
    
    
    
    5.47Total interest earning assets
    
    
    4,193,544
    
    
    
    47,231
    
    
    
    4.51
    %
    
    
    5,291,754
    
    
    
    62,410
    
    
    
    4.72
    %Goodwill and core deposit intangibles
    
    
    15,652
    
    
    
    
    
    
    
    
    
    
    
    25,971Other non-interest earning assets
    
    
    475,310
    
    
    
    
    
    
    
    
    
    
    
    356,514Total Assets
    
    $
    4,684,506
    
    
    
    
    
    
    
    
    
    
    $
    5,674,239Deposits:Savings
    
    $
    425,235
    
    
    
    333
    
    
    
    0.32
    %
    
    $
    441,278
    
    
    
    500
    
    
    
    0.46
    %NOW
    
    
    1,467,103
    
    
    
    2,218
    
    
    
    0.61
    
    
    
    1,047,116
    
    
    
    1,413
    
    
    
    0.55Money market
    
    
    360,470
    
    
    
    629
    
    
    
    0.71
    
    
    
    421,883
    
    
    
    773
    
    
    
    0.74Certificates of deposit
    
    
    896,074
    
    
    
    3,877
    
    
    
    1.75
    
    
    
    1,300,056
    
    
    
    10,301
    
    
    
    3.21Total interest bearing deposits
    
    
    3,148,882
    
    
    
    7,057
    
    
    
    0.91
    
    
    
    3,210,333
    
    
    
    12,987
    
    
    
    1.64Short-term borrowed funds
    
    
    39,376
    
    
    
    13
    
    
    
    0.13
    
    
    
    278,209
    
    
    
    182
    
    
    
    0.27Advances from FHLB
    
    
    173,011
    
    
    
    958
    
    
    
    2.25
    
    
    
    903,077
    
    
    
    7,164
    
    
    
    3.22Long-term debt
    
    
    22,507
    
    
    
    228
    
    
    
    4.11
    
    
    
    22,820
    
    
    
    308
    
    
    
    5.47Total interest bearing liabilities
    
    
    3,383,776
    
    
    
    8,256
    
    
    
    0.99
    
    
    
    4,414,439
    
    
    
    20,641
    
    
    
    1.90Demand deposits
    
    
    864,391
    
    
    
    
    
    
    
    
    
    
    
    775,977Non-interest bearing other liabilities
    
    
    54,312
    
    
    
    
    
    
    
    
    
    
    
    61,523Total Liabilities
    
    
    4,302,479
    
    
    
    
    
    
    
    
    
    
    
    5,251,939Stockholders equity
    
    
    382,027
    
    
    
    
    
    
    
    
    
    
    
    422,300Total liabilities and stockholders equity
    
    $
    4,684,506
    
    
    
    
    
    
    
    
    
    
    $
    5,674,239Net interest income/
net interest spread
    
    
    
    
    
    
    38,975
    
    
    
    3.52
    %
    
    
    
    
    
    
    41,769
    
    
    
    2.82
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.51
    %
    
    
    
    
    
    
    
    
    
    
    4.72
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.80
    
    
    
    
    
    
    
    
    
    
    
    1.58Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.71
    %
    
    
    
    
    
    
    
    
    
    
    3.14
    %
 For the Three Months Ended March 31, 2010 Compared to the Same 2009 Period:
   79




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Asset Quality
  For The Three Months EndedMarch 31,2010
    
    
    2009Balance, beginning of period
    
    $
    173,588
    
    
    
    125,572Charge-offsResidential
    
    
    (4,181
    )
    
    
    (4,588
    )Commercial
    
    
    (21,332
    )
    
    
    (5,565
    )Consumer
    
    
    (10,771
    )
    
    
    (10,321
    )Small business
    
    
    (837
    )
    
    
    (2,771
    )Total Charge-offs
    
    
    (37,121
    )
    
    
    (23,245
    )Recoveries of loans previously charged-off
    
    
    1,047
    
    
    
    792Net (charge-offs)
    
    
    (36,074
    )
    
    
    (22,453
    )Provision for loan losses
    
    
    32,034
    
    
    
    43,520Balance, end of period
    
    $
    169,548
    
    
    
    146,639
   80




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  As ofMarch 31, 2010
    
    
    December 31, 2009NONPERFORMING ASSETSTax certificates
    
    $
    1,495
    
    
    
    2,161Commercial real estate (2)
    
    
    168,937
    
    
    
    167,867Consumer
    
    
    14,428
    
    
    
    14,451Small business
    
    
    10,971
    
    
    
    9,338Residential real estate (1)
    
    
    88,262
    
    
    
    76,401Commercial business
    
    
    18,767
    
    
    
    18,063Total nonaccrual assets (3)
    
    $
    302,860
    
    
    
    288,281Residential real estate owned
    
    $
    10,176
    
    
    
    9,607Commercial real estate owned
    
    
    29,503
    
    
    
    25,442Small business real estate owned
    
    
    784
    
    
    
    580Consumer real estate owned
    
    
    370
    
    
    
    306Other repossessed assets
    
    
    
    
    
    
    10Total repossessed assets
    
    
    40,833
    
    
    
    35,945Total nonperforming assets
    
    $
    343,693
    
    
    
    324,226AllowancesAllowance for loan losses
    
    $
    169,548
    
    
    
    173,588Allowance for tax certificate losses
    
    
    7,341
    
    
    
    6,781Total allowances
    
    $
    176,889
    
    
    
    180,369POTENTIAL PROBLEM LOANSContractually past due 90 days or more (4)
    
    $
    366
    
    
    
    9,960Performing impaired loans (5)
    
    
    1,685
    
    
    
    6,150Troubled debt restructured
    
    
    124,851
    
    
    
    107,642TOTAL POTENTIAL PROBLEM LOANS
    
    $
    126,902
    
    
    
    123,752
 
 (1)
    
    Includes $45.8 million and $41.3 million of interest-only residential loans as of
March 31, 2010 and December 31, 2009, respectively.(2)
    
    Excluded from the above table as of March 31, 2010 and December 31, 2009 were $35.3
million and $44.9 million, respectively, of commercial residential loans that were
transferred to a work-out subsidiary of BankAtlantic Bancorp Parent Company in March 2008.(3)
    
    Includes $57.4 million and $45.7 million of troubled debt restructured loans as of
March 31, 2010 and December 31, 2009, respectively.(4)
    
    The majority of these loans have matured and the borrower continues to make payments
under the matured loan agreement or the loan has sufficient collateral that we believe is
sufficient to prevent a loss.(5)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans; however, the timing of the payments may not be in accordance
with the contractual terms of the loan agreement.   81




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
     March 31,
    
    
    December 31,2010
    
    
    2009Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    43,526
    
    
    
    100,706
    
    
    
    32,225
    
    
    
    83,768Small business
    
    
    4,527
    
    
    
    7,210
    
    
    
    4,520
    
    
    
    7,325Consumer
    
    
    1,181
    
    
    
    13,263
    
    
    
    1,774
    
    
    
    12,969Residential
    
    
    8,136
    
    
    
    3,672
    
    
    
    7,178
    
    
    
    3,580Total
    
    $
    57,370
    
    
    
    124,851
    
    
    
    45,697
    
    
    
    107,642
 82




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   UnpaidPrincipal
    
    
    Outstanding
    
    
    Specific
    
    
    Date loan
    
    
    Date Placed
    
    
    Default
    
    
    Collateral
    
    
    Date of LastRelationships
    
    Balance
    
    
    Balance (6)
    
    
    Reserves
    
    
    Originated
    
    
    on Nonaccrual
    
    
    Date (4)
    
    
    Type
    
    
    Full AppraisalResidential Land
DevelopersRelationship No. 1 (1) (2)
    
    $
    26,731
    
    
    
    19,200
    
    
    
    1,367
    
    
    
    Q3-2004
    
    
    
    Q4-2008
    
    
    
    Q4-2008
    
    
    Land A&D (5)
    
    
    Q4-2009Relationship No. 2 (1)
    
    
    12,500
    
    
    
    10,064
    
    
    
    5,053
    
    
    
    Q3-2006
    
    
    
    Q1-2009
    
    
    
    Q1-2009
    
    
    Land A&D (5)
    
    
    Q1-2010Relationship No. 3 (1), (3)
    
    
    14,030
    
    
    
    10,901
    
    
    
    5,846
    
    
    
    Q3-2004
    
    
    
    Q4-2008
    
    
    
    Q1-2009
    
    
    Builder Land
    
    
    Q4-2009Total
    
    $
    53,261
    
    
    
    40,165
    
    
    
    12,266Commercial Land
DevelopersRelationship No. 4
    
    $
    17,777
    
    
    
    17,777
    
    
    
    6,947
    
    
    
    Q3-2006
    
    
    
    Q1-2010
    
    
    
    Q1-2010
    
    
    Commercial mixed-use
    
    
    Q4-2009Relationship No. 5
    
    
    12,792
    
    
    
    12,792
    
    
    
    4,860
    
    
    
    Q2-2006
    
    
    
    Q4-2009
    
    
    
    Q4-2009
    
    
    Commercial land A&D
    
    
    Q1-2010Relationship No. 6
    
    
    8,625
    
    
    
    8,625
    
    
    
    
    
    
    
    Q2-2005
    
    
    
    Q1-2010
    
    
    
    Q1-2010
    
    
    Commercial Land
    
    
    Q4-2009Relationship No. 7
    
    
    10,779
    
    
    
    10,779
    
    
    
    135
    
    
    
    Q3-2007
    
    
    
    Q4-2009
    
    
    
    Q3-2009
    
    
    Commercial Land
    
    
    Q4-2009Total
    
    
    49,973
    
    
    
    49,973
    
    
    
    11,942Total of Large Relationships
    
    $
    103,234
    
    
    
    90,138
    
    
    
    24,208
 
 (1)
    
    During 2009, BankAtlantic recognized partial charge-offs on relationships Nos. 1, 2, and 3
aggregating $11.2 million.(2)
    
    During 2010, BankAtlantic recognized partial charge-offs on relationship No. 1 of $1.0
million.(3)
    
    A modification was executed, and the loan is reported as a troubled debt restructured
loan but is currently not in default.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).(6)
    
    Outstanding balance is the Unpaid Principal Balance less write-downs.    83




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosYear of Origination
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    48,797
    
    
    
    64.33
    %
    
    
    110.85
    %
    
    
    743
    
    
    
    744
    
    
    $
    3,928
    
    
    
    31.96
    %2006
    
    
    57,509
    
    
    
    70.80
    %
    
    
    120.56
    %
    
    
    736
    
    
    
    723
    
    
    
    4,460
    
    
    
    35.58
    %2005
    
    
    39,585
    
    
    
    73.25
    %
    
    
    114.72
    %
    
    
    724
    
    
    
    715
    
    
    
    7,576
    
    
    
    36.78
    %2004
    
    
    363,275
    
    
    
    68.01
    %
    
    
    80.76
    %
    
    
    736
    
    
    
    728
    
    
    
    25,575
    
    
    
    34.41
    %Prior to 2004
    
    
    176,249
    
    
    
    67.52
    %
    
    
    59.53
    %
    
    
    730
    
    
    
    734
    
    
    
    9,031
    
    
    
    31.95
    %
 Interest-Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosYear of Origination
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)2007
    
    $
    94,770
    
    
    
    71.99
    %
    
    
    129.16
    %
    
    
    751
    
    
    
    738
    
    
    $
    18,052
    
    
    
    33.91
    %2006
    
    
    206,329
    
    
    
    74.02
    %
    
    
    125.33
    %
    
    
    741
    
    
    
    736
    
    
    
    31,995
    
    
    
    34.96
    %2005
    
    
    220,152
    
    
    
    70.08
    %
    
    
    113.83
    %
    
    
    740
    
    
    
    749
    
    
    
    12,995
    
    
    
    34.04
    %2004
    
    
    92,924
    
    
    
    70.54
    %
    
    
    96.04
    %
    
    
    743
    
    
    
    718
    
    
    
    6,576
    
    
    
    31.68
    %Prior to 2004
    
    
    90,425
    
    
    
    58.74
    %
    
    
    77.84
    %
    
    
    742
    
    
    
    747
    
    
    
    3,410
    
    
    
    31.28
    %
  Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    11,298
    
    
    
    66.68
    %
    
    
    119.10
    %
    
    
    728
    
    
    
    722
    
    
    $
    1,282
    
    
    
    32.66
    %California
    
    
    166,115
    
    
    
    67.63
    %
    
    
    80.26
    %
    
    
    740
    
    
    
    738
    
    
    
    13,843
    
    
    
    34.85
    %Florida
    
    
    89,727
    
    
    
    70.65
    %
    
    
    99.95
    %
    
    
    721
    
    
    
    712
    
    
    
    11,834
    
    
    
    35.52
    %Nevada
    
    
    6,042
    
    
    
    72.16
    %
    
    
    119.41
    %
    
    
    736
    
    
    
    728
    
    
    
    637
    
    
    
    36.71
    %Other States
    
    
    412,233
    
    
    
    67.96
    %
    
    
    79.41
    %
    
    
    734
    
    
    
    732
    
    
    
    23,249
    
    
    
    33.54
    %
 Interest-Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    
    LTV at
    
    
    Current
    
    
    FICO Scores
    
    
    Current
    
    
    Amount
    
    
    Debt RatiosState
    
    Amount
    
    
    Origination
    
    
    LTV (1)
    
    
    at Origination
    
    
    FICO Scores (2)
    
    
    Delinquent
    
    
    at Origination (3)Arizona
    
    $
    21,215
    
    
    
    70.40
    %
    
    
    142.29
    %
    
    
    752
    
    
    
    740
    
    
    $
    4,188
    
    
    
    32.69
    %California
    
    
    198,259
    
    
    
    70.59
    %
    
    
    109.05
    %
    
    
    741
    
    
    
    734
    
    
    
    28,636
    
    
    
    33.95
    %Florida
    
    
    49,431
    
    
    
    68.58
    %
    
    
    136.12
    %
    
    
    748
    
    
    
    740
    
    
    
    10,223
    
    
    
    31.75
    %Nevada
    
    
    9,710
    
    
    
    71.92
    %
    
    
    186.26
    %
    
    
    745
    
    
    
    736
    
    
    
    3,989
    
    
    
    34.90
    %Other States
    
    
    425,985
    
    
    
    70.06
    %
    
    
    108.04
    %
    
    
    742
    
    
    
    743
    
    
    
    25,992
    
    
    
    33.84
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of the
first quarter of 2010 from automated valuation models.(2)
    
    Current FICO scores based on borrowers for which FICO scores were available as of the third
quarter of 2009.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service. 84




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  March 31, 2010
    
    
    December 31, 2009ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    Loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    7,397
    
    
    
    5.43
    %
    
    
    3.65
    %
    
    $
    4,515
    
    
    
    2.94
    %
    
    
    3.94
    %Commercial real estate
    
    
    86,086
    
    
    
    7.57
    
    
    
    30.47
    
    
    
    91,658
    
    
    
    7.71
    
    
    
    30.49Small business
    
    
    6,565
    
    
    
    2.13
    
    
    
    8.28
    
    
    
    7,998
    
    
    
    2.56
    
    
    
    8.02Residential real estate
    
    
    29,582
    
    
    
    2.00
    
    
    
    39.56
    
    
    
    27,000
    
    
    
    1.74
    
    
    
    39.85Consumer
    
    
    39,918
    
    
    
    5.93
    
    
    
    18.04
    
    
    
    42,417
    
    
    
    6.14
    
    
    
    17.70Total allowance for
loan losses
    
    $
    169,548
    
    
    
    4.54
    %
    
    
    100.00
    %
    
    $
    173,588
    
    
    
    4.45
    %
    
    
    100.00
    %
  March 31,
    
    
    December 31,2010
    
    
    2009Commercial real estate
    
    $
    40,927
    
    
    
    42,523Commercial business
    
    
    5,982
    
    
    
    174Small business
    
    
    1,768
    
    
    
    753Consumer
    
    
    4,253
    
    
    
    4,621Residential
    
    
    12,200
    
    
    
    8,784Total
    
    $
    65,130
    
    
    
    56,855
  85




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Financial Services
(BankAtlantic Bancorp)
 BankAtlantics Non-Interest Income
 For the Three Months EndedMarch 31,(in thousands)
    
    2010
    
    
    2009
    
    
    ChangeService charges on deposits
    
    $
    15,048
    
    
    
    18,685
    
    
    
    (3,637
    )Other service charges and fees
    
    
    7,378
    
    
    
    7,025
    
    
    
    353Securities activities, net
    
    
    3,132
    
    
    
    4,320
    
    
    
    (1,188
    )Income from unconsolidated companies
    
    
    
    
    
    
    78
    
    
    
    (78
    )Other
    
    
    3,183
    
    
    
    2,757
    
    
    
    426Non-interest income
    
    $
    28,741
    
    
    
    32,865
    
    
    
    (4,124
    )
      86




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantics Non-Interest Expense
 For the Three Months EndedMarch 31,(in thousands)
    
    2010
    
    
    2009
    
    
    ChangeEmployee compensation and benefits
    
    $
    24,374
    
    
    
    28,078
    
    
    
    (3,704
    )Occupancy and equipment
    
    
    13,581
    
    
    
    14,910
    
    
    
    (1,329
    )Advertising and business promotion
    
    
    1,934
    
    
    
    2,781
    
    
    
    (847
    )Check losses
    
    
    432
    
    
    
    844
    
    
    
    (412
    )Professional fees
    
    
    2,565
    
    
    
    2,944
    
    
    
    (379
    )Supplies and postage
    
    
    965
    
    
    
    1,000
    
    
    
    (35
    )Telecommunication
    
    
    529
    
    
    
    694
    
    
    
    (165
    )Cost associated with debt redemption
    
    
    7
    
    
    
    591
    
    
    
    (584
    )Restructuring charges and exit
activities
    
    
    
    
    
    
    1,874
    
    
    
    (1,874
    )Provision for tax certificates
    
    
    733
    
    
    
    1,486
    
    
    
    (753
    )Impairment of goodwill
    
    
    
    
    
    
    9,124
    
    
    
    (9,124
    )Other
    
    
    7,601
    
    
    
    7,377
    
    
    
    224Total non-interest expense
    
    $
    52,721
    
    
    
    71,703
    
    
    
    (18,982
    )
        87




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Financial Services
(BankAtlantic Bancorp)
     BankAtlantic Bancorp Parent Company Results of Operations
 For the Three Months(in thousands)
    
    Ended March 31,2010
    
    
    2009
    
    
    ChangeNet interest (expense)
    
    $
    (3,485
    )
    
    
    (4,021
    )
    
    
    536Recovery/(provision) for loan losses
    
    
    1,279
    
    
    
    (757
    )
    
    
    2,036Net interest (expense) after provision
for loan losses
    
    
    (2,206
    )
    
    
    (4,778
    )
    
    
    2,572Non-interest income
    
    
    458
    
    
    
    460
    
    
    
    (2
    )Non-interest expense
    
    
    1,644
    
    
    
    1,704
    
    
    
    (60
    )BankAtlantic Bancorp Parent company
(loss)
    
    $
    (3,392
    )
    
    
    (6,022
    )
    
    
    2,630
    88




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  March 31,
    
    
    December 31,2010
    
    
    2009Nonaccrual loans:Commercial residential real estate:Builder land bank loans
    
    $
    5,977
    
    
    
    14,060Land acquisition and development
    
    
    10,376
    
    
    
    10,376Land acquisition, development and
construction
    
    
    13,450
    
    
    
    14,903Total commercial residential real estate
    
    
    29,803
    
    
    
    39,339Commercial non-residential real estate
    
    
    5,523
    
    
    
    5,558Total non-accrual loans
    
    
    35,326
    
    
    
    44,897Allowance for loan losses  specific reserves
    
    
    (8,049
    )
    
    
    (13,630
    )Non-accrual loans, net
    
    
    27,277
    
    
    
    31,267Performing commercial non-residential loans
    
    
    3,037
    
    
    
    3,116Loans receivable, net
    
    $
    30,314
    
    
    
    34,383Real estate owned
    
    $
    10,532
    
    
    
    10,532
   UnpaidPrincipal
    
    Outstanding
    
    Specific
    
    Date loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Balance
    
    Balance (5)
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date(3)
    
    Type (4)
    
    Full AppraisalResidential Land DevelopersRelationship No. 1
    
    $
    7,382
    
    
    $
    7,382
    
    
    $
    2,870
    
    
    Jan-06
    
    Q1-2008
    
    Q1-2008
    
    Land A&D
    
    Q2-2009Relationship No. 2 (1)
    
    
    20,000
    
    
    
    5,977
    
    
    
    
    
    
    Mar-05
    
    Q3-2007
    
    Q1-2008
    
    Builder Land
    
    Q3-2009Relationship No. 3 (2)
    
    
    9,833
    
    
    
    5,225
    
    
    
    
    
    
    Apr-04
    
    Q3-2007
    
    Q4-2007
    
    Land AD&C
    
    Q1-201037,215
    
    
    
    18,584
    
    
    
    2,870
 
 (1)
    
    During 2008, 2009 and 2010, BankAtlantic Bancorp recognized partial charge-offs on
relationship No. 2 aggregating $13.9 million.(2)
    
    During 2008, 2009 and 2010, BankAtlantic recognized partial charge-offs on relationship No.
3 aggregating $4.6 million.(3)
    
    The default date is defined as the date of the initial missed payment prior to default.(4)
    
    Acquisition and development (A&D).(5)
    
    Outstanding balance is the Unpaid Principal Balance less write-downs.  89




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Financial Services
(BankAtlantic Bancorp)
  For the Three MonthsEnded March 31,2010
    
    
    2009Balance, beginning of period
    
    $
    13,630
    
    
    
    11,685Loans charged-off
    
    
    (4,302
    )
    
    
    (684
    )Recoveries of loans previously charged-off
    
    
    
    
    
    
    Net (charge-offs)
    
    
    (4,302
    )
    
    
    (684
    )(Recovery)/provision for loan losses
    
    
    (1,279
    )
    
    
    757Balance, end of period
    
    $
    8,049
    
    
    
    11,758
   Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
  90




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Financial Services
(BankAtlantic Bancorp)
      91




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  As of March 31, 2010Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Value
    
    
    Appreciation
    
    
    Depreciation
    
    
    Fair ValueCash and cash equivalents
    
    $
    5,135
    
    
    
    
    
    
    
    
    
    
    
    5,135Securities available for sale
    
    
    10
    
    
    
    
    
    
    
    4
    
    
    
    6Private investment securities
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500Total
    
    $
    6,645
    
    
    
    
    
    
    
    4
    
    
    
    6,641
  BankAtlantic Liquidity and Capital Resources
   92




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Financial Services
(BankAtlantic Bancorp)
      93




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt March 31, 2010:Total risk-based capital
    
    $
    412,440
    
    
    
    12.86
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    349,479
    
    
    
    10.90
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    349,479
    
    
    
    7.51
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    349,479
    
    
    
    7.51
    
    
    
    4.00
    
    
    
    5.00At December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    
    357,660
    
    
    
    10.63
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    4.00
    
    
    
    5.00
    Contractual Obligations and Off Balance Sheet Arrangements as of March 31, 2010 (in thousands):
 Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    840,017
    
    
    
    691,566
    
    
    
    126,178
    
    
    
    17,968
    
    
    
    4,305Long-term debt
    
    
    333,707
    
    
    
    
    
    
    
    22,000
    
    
    
    17,512
    
    
    
    294,195Advances from FHLB (1)
    
    
    152,008
    
    
    
    152,008
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    25,108
    
    
    
    842
    
    
    
    3,210
    
    
    
    2,164
    
    
    
    18,892Operating lease obligations held for use
    
    
    66,056
    
    
    
    7,442
    
    
    
    16,724
    
    
    
    6,633
    
    
    
    35,257Pension obligation
    
    
    17,884
    
    
    
    1,473
    
    
    
    3,040
    
    
    
    3,342
    
    
    
    10,029Other obligations
    
    
    13,006
    
    
    
    206
    
    
    
    4,800
    
    
    
    6,400
    
    
    
    1,600Total contractual cash obligations
    
    $
    1,447,786
    
    
    
    853,537
    
    
    
    175,952
    
    
    
    54,019
    
    
    
    364,278
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 94




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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
  95




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  Investors Warranty of America, Inc. v. Core Communities of South Carolina, LLC and Core
Communities, LLC, et. al. Circuit Court, Jasper County, South Carolina
  Investors Warranty of America, Inc. v. Core Communities, LLC and Horizons Acquisition 5, LLC Circuit Court of the Nineteenth Judicial Circuit in and for St. Lucie County, Florida
  Item 1A.
    
    Risk Factors
  Item 6.
    
    Exhibits
 Exhibit 31.1*
    
    Chief Executive Officer Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2*
    
    Chief Financial Officer Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002Exhibit 31.3*
    
    Chief Accounting Officer Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002Exhibit 32.1**
    
    Chief Executive Officer Certification pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002Exhibit 32.2**
    
    Chief Financial Officer Certification pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002Exhibit 32.3**
    
    Chief Accounting Officer Certification pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 
 *
    
    Exhibits filed with this Form 10-Q**
    
    Exhibits furnished with this Form 10-Q 96




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##### Table of Contents



BFC FINANCIAL CORPORATIONDate: May 21, 2010
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive Officer Date: May 21, 2010
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial Officer Date: May 21, 2010
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer 97