##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 x
 For the Quarter Ended June 30, 2007
  o
 
 BFC Financial Corporation
  Florida
    
    59-2022148(State of 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 x o
  o x




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##### 



BFC Financial Corporation and Subsidiaries
Index to Unaudited Consolidated Financial Statements
 PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Consolidated Statements of Financial Condition as of June 30, 2007
and December 31, 2006  Unaudited
    
    
    5Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2007 and 2006  Unaudited
    
    
    6Consolidated Statements of Comprehensive Loss for the Three
and Six Months Ended June 30, 2007 and 2006  Unaudited
    
    
    8Consolidated Statements of Shareholders Equity as of June 30, 2007  Unaudited
    
    
    9Consolidated Statements of Cash Flows for the Six Months Ended June
30, 2007 and 2006  Unaudited
    
    
    10Notes to Unaudited Consolidated Financial Statements
    
    
    12Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    41Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    97Item 4.
    
    Controls and Procedures
    
    
    99PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    100Item 1A.
    
    Risk Factors
    
    
    100Item 6.
    
    Exhibits
    
    
    100SIGNATURES
    
    
    101EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-31.3 Section 302 Certification of CAOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFOEX-32.3 Section 906 Certification of CAO
  3




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PART I.  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 BFC Financial Corporation
Consolidated Statements of Financial Condition  Unaudited
(In thousands, except share data)
 June 30,
    
    
    December 31,2007
    
    
    2006ASSETSCash and cash equivalents
    
    $
    224,029
    
    
    $
    201,123Securities available for sale and financial instruments (at fair value)
    
    
    683,380
    
    
    
    653,659Investment securities at cost (approximate fair values:$311,574 in 2007 and $229,546 in 2006)
    
    
    298,724
    
    
    
    227,208Tax certificates, net of allowance of $3,829 in 2007 and $3,699 in 2006
    
    
    230,540
    
    
    
    195,391Federal Home Loan Bank stock, at cost which approximates fair value
    
    
    74,003
    
    
    
    80,217Loans receivable, net of allowance for loan losses
of $55,108 in 2007 and $44,173 in 2006
    
    
    4,614,891
    
    
    
    4,594,192Loans held for sale
    
    
    6,980
    
    
    
    9,313Real estate held for development and sale
    
    
    801,440
    
    
    
    847,492Real estate owned
    
    
    23,886
    
    
    
    21,747Investments in unconsolidated affiliates
    
    
    125,244
    
    
    
    125,287Properties and equipment, net
    
    
    277,786
    
    
    
    252,215Goodwill and other intangibles
    
    
    76,586
    
    
    
    77,324Other assets
    
    
    97,371
    
    
    
    81,813Assets held for sale
    
    
    71,380
    
    
    
    48,022Discontinued operations assets held for sale
    
    
    
    
    
    
    190,763Total assets
    
    $
    7,606,240
    
    
    $
    7,605,766LIABILITIES AND SHAREHOLDERS EQUITYLiabilities:DepositsNon-interest bearing
    
    $
    971,260
    
    
    $
    995,920Interest bearing
    
    
    3,045,883
    
    
    
    2,871,116Total deposits
    
    
    4,017,143
    
    
    
    3,867,036Customer deposits on real estate held for sale
    
    
    26,296
    
    
    
    42,571Advances from FHLB
    
    
    1,397,051
    
    
    
    1,517,058Short term borrowings
    
    
    181,513
    
    
    
    128,411Subordinated debentures, notes and bonds payable
    
    
    598,477
    
    
    
    533,583Junior subordinated debentures
    
    
    374,092
    
    
    
    348,318Deferred tax liabilities, net
    
    
    1,845
    
    
    
    10,646Other liabilities
    
    
    150,418
    
    
    
    159,024Liabilities related to assets held for sale
    
    
    48,763
    
    
    
    27,965Discontinued operations liabilities held for sale
    
    
    
    
    
    
    95,246Total liabilities
    
    
    6,795,598
    
    
    
    6,729,858Noncontrolling interest
    
    
    636,490
    
    
    
    698,323Commitments and contingenciesShareholders equity:Preferred stock of $.01 par value; authorized 10,000,000 shares;5% Cumulative Convertible Preferred Stock (5% Preferred Stock)
issued and outstanding 15,000 shares in 2007 and 2006
    
    
    
    
    
    
    Class A common stock of $.01 par value, authorized 70,000,000 shares;
issued and outstanding 28,895,280 in 2007 and 28,755,882 in 2006
    
    
    267
    
    
    
    266Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 7,103,753 in 2007 and 7,090,652 in 2006
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    94,486
    
    
    
    93,910Retained earnings
    
    
    78,148
    
    
    
    81,889Total shareholders equity before
accumulated other comprehensive income
    
    
    172,970
    
    
    
    176,134Accumulated other comprehensive income
    
    
    1,182
    
    
    
    1,451Total shareholders equity
    
    
    174,152
    
    
    
    177,585Total liabilities and shareholders equity
    
    $
    7,606,240
    
    
    $
    7,605,766
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(As adjusted)
    
    
    
    
    
    
    (As adjusted)RevenuesBFC Activities:Interest and dividend income
    
    $
    484
    
    
    $
    535
    
    
    $
    983
    
    
    $
    1,095Other income
    
    
    2,278
    
    
    
    459
    
    
    
    3,229
    
    
    
    9022,762
    
    
    
    994
    
    
    
    4,212
    
    
    
    1,997Financial Services:Interest and dividend income
    
    
    93,775
    
    
    
    88,337
    
    
    
    187,315
    
    
    
    176,210Service charges on deposits
    
    
    25,808
    
    
    
    21,274
    
    
    
    50,403
    
    
    
    40,373Other service charges and fees
    
    
    7,524
    
    
    
    7,353
    
    
    
    14,557
    
    
    
    13,575Other income
    
    
    11,438
    
    
    
    8,619
    
    
    
    15,377
    
    
    
    12,741138,545
    
    
    
    125,583
    
    
    
    267,652
    
    
    
    242,899Homebuilding & Real Estate Development:Sales of real estate
    
    
    125,364
    
    
    
    130,658
    
    
    
    266,662
    
    
    
    256,201Interest and dividend income
    
    
    794
    
    
    
    591
    
    
    
    1,347
    
    
    
    1,234Other income
    
    
    5,078
    
    
    
    4,034
    
    
    
    9,195
    
    
    
    6,090131,236
    
    
    
    135,283
    
    
    
    277,204
    
    
    
    263,525Total revenues
    
    
    272,543
    
    
    
    261,860
    
    
    
    549,068
    
    
    
    508,421Costs and ExpensesBFC Activities:Interest expense
    
    
    16
    
    
    
    4
    
    
    
    28
    
    
    
    16Employee compensation and benefits
    
    
    2,750
    
    
    
    2,299
    
    
    
    5,494
    
    
    
    4,736Other expenses
    
    
    855
    
    
    
    799
    
    
    
    1,516
    
    
    
    1,5203,621
    
    
    
    3,102
    
    
    
    7,038
    
    
    
    6,272Financial Services:Interest expense, net of interest capitalized
    
    
    47,808
    
    
    
    37,731
    
    
    
    94,026
    
    
    
    74,931Provision for (recovery from) loan losses
    
    
    4,917
    
    
    
    (20
    )
    
    
    12,378
    
    
    
    143Employee compensation and benefits
    
    
    37,908
    
    
    
    37,590
    
    
    
    78,998
    
    
    
    73,426Occupancy and equipment
    
    
    15,927
    
    
    
    13,429
    
    
    
    31,871
    
    
    
    26,043Advertising and promotion
    
    
    4,209
    
    
    
    7,400
    
    
    
    10,067
    
    
    
    16,018Other expenses
    
    
    14,775
    
    
    
    15,430
    
    
    
    30,983
    
    
    
    27,875125,544
    
    
    
    111,560
    
    
    
    258,323
    
    
    
    218,436Homebuilding & Real Estate Development:Cost of sales of real estate
    
    
    171,594
    
    
    
    105,652
    
    
    
    284,502
    
    
    
    207,707Selling, general and administrative expenses
    
    
    33,377
    
    
    
    30,704
    
    
    
    66,022
    
    
    
    57,157Other expenses
    
    
    413
    
    
    
    1,923
    
    
    
    895
    
    
    
    2,549205,384
    
    
    
    138,279
    
    
    
    351,419
    
    
    
    267,413Total costs and expenses
    
    
    334,549
    
    
    
    252,941
    
    
    
    616,780
    
    
    
    492,121Equity in earnings from unconsolidated affiliates
    
    
    2,026
    
    
    
    2,353
    
    
    
    4,919
    
    
    
    3,124(Loss) income from continuing operations before income taxes and
and noncontrolling interest
    
    
    (59,980
    )
    
    
    11,272
    
    
    
    (62,793
    )
    
    
    19,424(Benefit) provision for income taxes
    
    
    (17,774
    )
    
    
    3,465
    
    
    
    (18,046
    )
    
    
    5,979Noncontrolling interest (loss) income
    
    
    (39,307
    )
    
    
    7,573
    
    
    
    (40,222
    )
    
    
    13,301(Loss) income from continuing operations
    
    
    (2,899
    )
    
    
    234
    
    
    
    (4,525
    )
    
    
    144Discontinued operations, less
income tax benefit
in the three months ended June 30, 2007 and 2006
of $67 and $1,721 and
in the six months ended June 30, 2007 and 2006
of $3,472 and $3,443
    
    
    (15
    )
    
    
    (313
    )
    
    
    1,038
    
    
    
    (522
    )Net loss
    
    
    (2,914
    )
    
    
    (79
    )
    
    
    (3,487
    )
    
    
    (378
    )5% Preferred Stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    
    $
    (3,101
    )
    
    $
    (266
    )
    
    $
    (3,862
    )
    
    $
    (753
    )
 (Continued)
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
Consolidated Statements of Operations  Unaudited
(In thousands, except per share data)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Loss) earnings per common share:Basic loss per share from continuing operations
    
    $
    (0.09
    )
    
    $
    
    
    
    $
    (0.15
    )
    
    $
    (0.01
    )Basic (loss) earnings per share from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    (0.02
    )Basic loss per share
    
    $
    (0.09
    )
    
    $
    (0.01
    )
    
    $
    (0.12
    )
    
    $
    (0.03
    )Diluted loss per share from continuing operations
    
    $
    (0.09
    )
    
    $
    
    
    
    $
    (0.15
    )
    
    $
    (0.01
    )Diluted (loss) earnings per share from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    (0.02
    )Diluted loss per share
    
    $
    (0.09
    )
    
    $
    (0.01
    )
    
    $
    (0.12
    )
    
    $
    (0.03
    )Basic weighted average number of common shares outstanding
    
    
    33,451
    
    
    
    33,422
    
    
    
    33,458
    
    
    
    33,057Diluted weighted average number of common and common
equivalent shares outstanding
    
    
    33,451
    
    
    
    33,422
    
    
    
    33,458
    
    
    
    33,057
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
Consolidated Statements of Comprehensive Loss  Unaudited
(In thousands)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net loss
    
    $
    (2,914
    )
    
    $
    (79
    )
    
    $
    (3,487
    )
    
    $
    (378
    )Other comprehensive income (loss), net of tax:Unrealized gains (loss) on securities available for sale
    
    
    1,693
    
    
    
    (1,135
    )
    
    
    1,752
    
    
    
    (570
    )Provision (benefit) for income taxes
    
    
    653
    
    
    
    (438
    )
    
    
    676
    
    
    
    (220
    )Unrealized gains (loss) on securities available for sale, net of tax
    
    
    1,040
    
    
    
    (697
    )
    
    
    1,076
    
    
    
    (350
    )Unrealized losses associated with investment in unconsolidated affiliates
    
    
    (49
    )
    
    
    (82
    )
    
    
    (55
    )
    
    
    (38
    )Benefit for income taxes
    
    
    (19
    )
    
    
    (32
    )
    
    
    (21
    )
    
    
    (15
    )Unrealized losses associated with investment in
unconsolidated affiliates, net of tax
    
    
    (30
    )
    
    
    (50
    )
    
    
    (34
    )
    
    
    (23
    )Net realized gains reclassified into net loss
    
    
    (1,746
    )
    
    
    (366
    )
    
    
    (2,135
    )
    
    
    (706
    )Benefit for income taxes
    
    
    (675
    )
    
    
    (142
    )
    
    
    (824
    )
    
    
    (275
    )Net realized gains reclassified into net loss, net of tax
    
    
    (1,071
    )
    
    
    (224
    )
    
    
    (1,311
    )
    
    
    (431
    )(61
    )
    
    
    (971
    )
    
    
    (269
    )
    
    
    (804
    )Comprehensive loss
    
    $
    (2,975
    )
    
    $
    (1,050
    )
    
    $
    (3,756
    )
    
    $
    (1,182
    )
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
Consolidated Statements of Shareholders Equity  Unaudited
(In thousands)
 AccumulatedOtherCompre-Shares of Common
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    
    
    
    
    hensiveStock Outstanding
    
    
    Common
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    IncomeClass A
    
    
    Class B
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    (Loss)
    
    
    TotalBalance, December 31, 2006
    
    
    28,756
    
    
    
    7,091
    
    
    $
    266
    
    
    $
    69
    
    
    $
    93,910
    
    
    $
    81,889
    
    
    $
    1,451
    
    
    $
    177,585Cumulative effect adjustment
upon adoption of
FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121
    
    
    
    
    
    
    
    121Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,487
    )
    
    
    
    
    
    
    (3,487
    )Other comprehensive loss, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (269
    )
    
    
    (269
    )Transfer of shares of Common Stock
    
    
    (13
    )
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of Common Stock
    
    
    152
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    187
    
    
    
    
    
    
    
    
    
    
    
    188Net effect of subsidiaries capital
transactions, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (246
    )
    
    
    
    
    
    
    
    
    
    
    (246
    )Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )Share-based compensation related
to stock options and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    635
    
    
    
    
    
    
    
    
    
    
    
    635Balance, June 30, 2007
    
    
    28,895
    
    
    
    7,104
    
    
    $
    267
    
    
    $
    69
    
    
    $
    94,486
    
    
    $
    78,148
    
    
    $
    1,182
    
    
    $
    174,152
 See accompanying notes to unaudited consolidated financial statements.
 9




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BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Six MonthsEnded June 30,2007
    
    
    2006Net cash used in operating activities
    
    $
    (31,524
    )
    
    $
    (164,442
    )Investing activities:Proceeds from redemption and maturities of investment
securities and tax certificates
    
    
    98,843
    
    
    
    84,669Purchase of investment securities and tax certificates
    
    
    (142,152
    )
    
    
    (135,145
    )Purchase of securities available for sale
    
    
    (122,158
    )
    
    
    (86,820
    )Proceeds from sales and maturities of securities
available for sale
    
    
    151,910
    
    
    
    93,641Purchases of FHLB stock
    
    
    (4,950
    )
    
    
    (15,075
    )Redemption of FHLB stock
    
    
    11,164
    
    
    
    22,339Investments in unconsolidated subsidiareis
    
    
    (4,474
    )
    
    
    (6,025
    )Distributions from unconsolidated affiliates
    
    
    8,030
    
    
    
    4,766Net (increase) decrease in loans
    
    
    (36,918
    )
    
    
    30,156Improvements to real estate owned
    
    
    (1,762
    )
    
    
    Proceeds from sales of real estate owned
    
    
    1,732
    
    
    
    1,708Additions to property and equipment and capital expenditures
    
    
    (60,643
    )
    
    
    (52,057
    )Proceeds from sales of property and equipment
    
    
    12
    
    
    
    1,951Net proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    2,628
    
    
    
    Net cash used in investing activities
    
    
    (98,738
    )
    
    
    (55,892
    )Financing activities:Net increase in deposits
    
    
    150,107
    
    
    
    82,330Repayments of FHLB advances
    
    
    (1,745,000
    )
    
    
    (1,436,344
    )Proceeds from FHLB advances
    
    
    1,625,000
    
    
    
    1,280,000Net (decrease) increase in securities sold under agreements
to repurchase
    
    
    (24,492
    )
    
    
    73,331Net increase in federal funds purchased
    
    
    78,636
    
    
    
    84,847Repayments of secured borrowings
    
    
    
    
    
    
    (26,516
    )Repayment of notes and bonds payable
    
    
    (80,751
    )
    
    
    (118,520
    )Proceeds from notes and bonds payable
    
    
    166,212
    
    
    
    217,240Proceeds from junior subordinated debentures
    
    
    25,000
    
    
    
    15,464BankAtlantic Bancorp excess tax benefits from
share-based compensation
    
    
    1,250
    
    
    
    3,553Payments for debt issuance costs
    
    
    (1,329
    )
    
    
    (576
    )Payment by BFC of the minimum witholding tax
upon exercise of stock option
    
    
    
    
    
    
    (4,155
    )Proceeds from exercise of BFC stock options
    
    
    187
    
    
    
    5% Preferred Stock dividends paid
    
    
    (375
    )
    
    
    (375
    )Payment by BankAtlantic Bancorp of
the minimum withholding tax upon exercise of stock options
    
    
    
    
    
    
    (2,675
    )Proceeds from issuance of BankAtlantic Bancorp
Class A common stock
    
    
    2,224
    
    
    
    1,053Purchase and retirement of BankAtlantic Bancorp Class A common stock
    
    
    (36,402
    )
    
    
    (3,631
    )Cash dividends paid to non-BFC shareholders
    
    
    (4,090
    )
    
    
    (4,322
    )Net cash provided by financing activities
    
    
    156,177
    
    
    
    160,704Increase (decrease) in cash and cash equivalents
    
    
    25,915
    
    
    
    (59,630
    )Cash and cash equivalents in discontinued operations assets
held for sale at the beginning of the period
    
    
    3,285
    
    
    
    Cash and cash equivalents in discontinued operations assets
held for sale at the disposal date
    
    
    (6,294
    )
    
    
    Cash and cash equivalents at beginning of period
    
    
    201,123
    
    
    
    305,437Cash and cash equivalents at end of period
    
    $
    224,029
    
    
    $
    245,807
 (Continued)
 See accompanying notes to unaudited consolidated financial statements.
 10




---



##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Six MonthsEnded June 30,2007
    
    
    2006Supplemental cash flow information:Interest on borrowings and deposits, net of amounts capitalized
    
    $
    93,478
    
    
    $
    79,190Income taxes paid
    
    
    4,556
    
    
    
    36,423Supplementary disclosure of non-cash investing and financing activities:Loans transferred to real estate owned
    
    
    913
    
    
    
    1,924Reduction in loan participations sold accounted for as secured borrowings
    
    
    
    
    
    
    111,754Exchange of branch facilities
    
    
    
    
    
    
    2,350Transfers of real estate inventory to properties and equipment
    
    
    1,148
    
    
    
    7,987Transfers of office properties and equipment to
real estate held for development and sale
    
    
    1,239
    
    
    
    Increase in investments of unconsolidated subsidiaries associated
with the issuance of trust preferred securities
    
    
    774
    
    
    
    Decrease in accumulated other comprehensive income,
net of taxes
    
    
    (269
    )
    
    
    (804
    )Net decrease in shareholders equity from
the effect of subsidiaries capital transactions, net of income taxes
    
    
    (246
    )
    
    
    (313
    )Issuance and retirement of BFC Common Stock accepted
as consideration for the exercise price of stock options
    
    
    
    
    
    
    4,155Effect of FASB Interpretation No. 48
    
    
    121
    
    
    
    
 See accompanying notes to unaudited consolidated financial statements.
 11




---



##### Table of Contents



BFC Financial Corporation
Notes to Unaudited Consolidated Financial Statements
 1. Presentation of Interim Financial Statements
      12




---



##### Table of Contents



PercentShares
    
    
    Percent of
    
    
    ofOwned
    
    
    Ownership
    
    
    VoteBankAtlantic BancorpClass A Common Stock
    
    
    8,329,236
    
    
    
    15.65
    %
    
    
    8.30
    %Class B Common Stock
    
    
    4,876,124
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    13,205,360
    
    
    
    22.73
    %
    
    
    55.30
    %LevittClass A Common Stock
    
    
    2,074,243
    
    
    
    11.14
    %
    
    
    5.91
    %Class B Common Stock
    
    
    1,219,031
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,293,274
    
    
    
    16.60
    %
    
    
    52.91
    %
    2. Segment Reporting
   13




---



##### Table of Contents



BFC Activities
  Financial Services
  Primary Homebuilding
  Tennessee Homebuilding
  Land Division
  Levitt Other Operations
    14




---



##### Table of Contents



BFC
    
    
    Financial
    
    
    Primary
    
    
    TennesseeActivities
    
    
    Services
    
    
    Homebuilding
    
    
    HomebuildingFor the Three Months
Ended June 30, 2007Revenues:Sales of real estate
    
    $
    
    
    
    $
    
    
    
    $
    114,805
    
    
    $
    8,848Interest and dividend income
    
    
    495
    
    
    
    93,775
    
    
    
    76
    
    
    
    8Other income
    
    
    2,890
    
    
    
    44,815
    
    
    
    3,361
    
    
    
    153,385
    
    
    
    138,590
    
    
    
    118,242
    
    
    
    8,871Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    
    
    
    
    162,323
    
    
    
    8,683Interest expense, net
    
    
    16
    
    
    
    47,722
    
    
    
    
    
    
    
    Provision for loan losses
    
    
    
    
    
    
    4,917
    
    
    
    
    
    
    
    Other expenses
    
    
    3,672
    
    
    
    73,177
    
    
    
    21,088
    
    
    
    1,9803,688
    
    
    
    125,816
    
    
    
    183,411
    
    
    
    10,663Equity in earnings from
unconsolidated affiliates
    
    
    
    
    
    
    669
    
    
    
    
    
    
    
    (Loss) income before income taxes
    
    
    (303
    )
    
    
    13,443
    
    
    
    (65,169
    )
    
    
    (1,792
    )(Benefit) provision for income
taxes
    
    
    (4,456
    )
    
    
    1,715
    
    
    
    (13,353
    )
    
    
    (596
    )(Loss) income before
noncontrolling interest
    
    
    4,153
    
    
    
    11,728
    
    
    
    (51,816
    )
    
    
    (1,196
    )Noncontrolling interest
    
    
    (5
    )
    
    
    9,140
    
    
    
    (43,217
    )
    
    
    (997
    )(Loss) income from continuing
operations
    
    $
    4,158
    
    
    $
    2,588
    
    
    $
    (8,599
    )
    
    $
    (199
    )At June 30, 2007Total assets
    
    $
    44,042
    
    
    $
    6,497,693
    
    
    $
    592,918
    
    
    $
    48,049
 Levitt
    
    
    AdjustingLand
    
    
    Other
    
    
    andDivision
    
    
    Operations
    
    
    Eliminations
    
    
    TotalFor the Three Months
Ended June 30, 2007Revenues:Sales of real estate
    
    $
    1,917
    
    
    $
    
    
    
    $
    (206
    )
    
    $
    125,364Interest and dividend income
    
    
    1,073
    
    
    
    346
    
    
    
    (720
    )
    
    
    95,053Other income
    
    
    1,686
    
    
    
    199
    
    
    
    (840
    )
    
    
    52,1264,676
    
    
    
    545
    
    
    
    (1,766
    )
    
    
    272,543Costs and Expenses:Cost of sales of real estate
    
    
    483
    
    
    
    1,018
    
    
    
    (913
    )
    
    
    171,594Interest expense, net
    
    
    807
    
    
    
    
    
    
    
    (721
    )
    
    
    47,824Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,917Other expenses
    
    
    4,088
    
    
    
    6,928
    
    
    
    (719
    )
    
    
    110,2145,378
    
    
    
    7,946
    
    
    
    (2,353
    )
    
    
    334,549Equity in earnings from
unconsolidated affiliates
    
    
    
    
    
    
    1,357
    
    
    
    
    
    
    
    2,026(Loss) income before income taxes
    
    
    (702
    )
    
    
    (6,044
    )
    
    
    587
    
    
    
    (59,980
    )(Benefit) provision for income
taxes
    
    
    (328
    )
    
    
    (1,042
    )
    
    
    286
    
    
    
    (17,774
    )(Loss) income before
noncontrolling interest
    
    
    (374
    )
    
    
    (5,002
    )
    
    
    301
    
    
    
    (42,206
    )Noncontrolling interest
    
    
    (310
    )
    
    
    (4,168
    )
    
    
    250
    
    
    
    (39,307
    )(Loss) income from continuing
operations
    
    $
    (64
    )
    
    $
    (834
    )
    
    $
    51
    
    
    $
    (2,899
    )At June 30, 2007Total assets
    
    $
    313,126
    
    
    $
    161,906
    
    
    $
    (51,494
    )
    
    $
    7,606,240
 15




---



##### Table of Contents



BFC
    
    
    Financial
    
    
    Primary
    
    
    TennesseeActivities
    
    
    Services
    
    
    Homebuilding
    
    
    HomebuildingFor the Three Months
Ended June 30, 2006Revenues:Sales of real estate
    
    $
    
    
    
    $
    
    
    
    $
    102,287
    
    
    $
    14,287Interest and dividend income
    
    
    546
    
    
    
    88,337
    
    
    
    112
    
    
    
    35Other income
    
    
    1,027
    
    
    
    37,345
    
    
    
    1,132
    
    
    
    (13
    )1,573
    
    
    
    125,682
    
    
    
    103,531
    
    
    
    14,309Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    
    
    
    
    80,076
    
    
    
    17,285Interest expense, net
    
    
    4
    
    
    
    37,878
    
    
    
    
    
    
    
    Provision for loan losses
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    Other expenses
    
    
    3,217
    
    
    
    74,090
    
    
    
    17,833
    
    
    
    4,6583,221
    
    
    
    111,948
    
    
    
    97,909
    
    
    
    21,943Equity in earnings from
unconsolidated affiliates
    
    
    
    
    
    
    278
    
    
    
    
    
    
    
    (Loss) income before income taxes
    
    
    (1,648
    )
    
    
    14,012
    
    
    
    5,622
    
    
    
    (7,634
    )Provision (benefit) for income
taxes
    
    
    251
    
    
    
    3,569
    
    
    
    2,253
    
    
    
    (2,338
    )(Loss) income before
noncontrolling interest
    
    
    (1,899
    )
    
    
    10,443
    
    
    
    3,369
    
    
    
    (5,296
    )Noncontrolling interest
    
    
    (5
    )
    
    
    8,191
    
    
    
    2,807
    
    
    
    (4,416
    )(Loss) income from continuing
Operations
    
    $
    (1,894
    )
    
    $
    2,252
    
    
    $
    562
    
    
    $
    (880
    )At June 30, 2006Total assets
    
    $
    47,122
    
    
    $
    6,402,889
    
    
    $
    549,803
    
    
    $
    65,120
 Levitt
    
    
    AdjustingLand
    
    
    Other
    
    
    andDivision
    
    
    Operations
    
    
    Eliminations
    
    
    TotalFor the Three Months
Ended June 30, 2006Revenues:Sales of real estate
    
    $
    14,086
    
    
    $
    
    
    
    $
    (2
    )
    
    $
    130,658Interest and dividend income
    
    
    219
    
    
    
    361
    
    
    
    (147
    )
    
    
    89,463Other income
    
    
    2,438
    
    
    
    498
    
    
    
    (688
    )
    
    
    41,73916,743
    
    
    
    859
    
    
    
    (837
    )
    
    
    261,860Costs and Expenses:Cost of sales of real estate
    
    
    7,718
    
    
    
    656
    
    
    
    (83
    )
    
    
    105,652Interest expense, net
    
    
    
    
    
    
    
    
    
    
    (147
    )
    
    
    37,735Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )Other expenses
    
    
    3,580
    
    
    
    6,863
    
    
    
    (667
    )
    
    
    109,57411,298
    
    
    
    7,519
    
    
    
    (897
    )
    
    
    252,941Equity in earnings from
unconsolidated affiliates
    
    
    
    
    
    
    2,075
    
    
    
    
    
    
    
    2,353(Loss) income before income taxes
    
    
    5,445
    
    
    
    (4,585
    )
    
    
    60
    
    
    
    11,272Provision (benefit) for income
taxes
    
    
    2,068
    
    
    
    (2,371
    )
    
    
    33
    
    
    
    3,465(Loss) income before
noncontrolling interest
    
    
    3,377
    
    
    
    (2,214
    )
    
    
    27
    
    
    
    7,807Noncontrolling interest
    
    
    2,816
    
    
    
    (1,843
    )
    
    
    23
    
    
    
    7,573(Loss) income from continuing
Operations
    
    $
    561
    
    
    $
    (371
    )
    
    $
    4
    
    
    $
    234At June 30, 2006Total assets
    
    $
    226,799
    
    
    $
    187,589
    
    
    $
    (61,902
    )
    
    $
    7,417,420
 16




---



##### Table of Contents



BFC
    
    
    Financial
    
    
    Primary
    
    
    TennesseeActivities
    
    
    Services
    
    
    Homebuilding
    
    
    HomebuildingFor the Six Months
Ended June 30, 2007Revenues:Sales of real estate
    
    $
    
    
    
    $
    
    
    
    $
    227,317
    
    
    $
    30,505Interest and dividend income
    
    
    1,004
    
    
    
    187,315
    
    
    
    248
    
    
    
    28Other income
    
    
    4,517
    
    
    
    80,421
    
    
    
    5,552
    
    
    
    245,521
    
    
    
    267,736
    
    
    
    233,117
    
    
    
    30,557Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    
    
    
    
    249,275
    
    
    
    29,334Interest expense, net
    
    
    28
    
    
    
    94,116
    
    
    
    
    
    
    
    Provision for loan losses
    
    
    
    
    
    
    12,378
    
    
    
    
    
    
    
    Other expenses
    
    
    7,138
    
    
    
    152,670
    
    
    
    39,991
    
    
    
    3,8647,166
    
    
    
    259,164
    
    
    
    289,266
    
    
    
    33,198Equity in earnings from
unconsolidated affiliates
    
    
    
    
    
    
    1,815
    
    
    
    
    
    
    
    (Loss) income before income
taxes
    
    
    (1,645
    )
    
    
    10,387
    
    
    
    (56,149
    )
    
    
    (2,641
    )(Benefit) provision for income
taxes
    
    
    (4,485
    )
    
    
    863
    
    
    
    (9,814
    )
    
    
    (924
    )(Loss) income before
noncontrolling interest
    
    
    2,840
    
    
    
    9,524
    
    
    
    (46,335
    )
    
    
    (1,717
    )Noncontrolling interest
    
    
    (8
    )
    
    
    7,413
    
    
    
    (38,640
    )
    
    
    (1,432
    )(Loss) income from continuing
operations
    
    $
    2,848
    
    
    $
    2,111
    
    
    $
    (7,695
    )
    
    $
    (285
    )At June 30, 2007Total assets
    
    $
    44,042
    
    
    $
    6,497,693
    
    
    $
    592,918
    
    
    $
    48,049
 Levitt
    
    
    AdjustingLand
    
    
    Other
    
    
    andDivision
    
    
    Operations
    
    
    Eliminations
    
    
    TotalFor the Six Months
Ended June 30, 2007Revenues:Sales of real estate
    
    $
    2,694
    
    
    $
    6,574
    
    
    $
    (428
    )
    
    $
    266,662Interest and dividend income
    
    
    1,917
    
    
    
    549
    
    
    
    (1,416
    )
    
    
    189,645Other income
    
    
    3,292
    
    
    
    531
    
    
    
    (1,576
    )
    
    
    92,7617,903
    
    
    
    7,654
    
    
    
    (3,420
    )
    
    
    549,068Costs and Expenses:Cost of sales of real estate
    
    
    555
    
    
    
    6,519
    
    
    
    (1,181
    )
    
    
    284,502Interest expense, net
    
    
    1,022
    
    
    
    
    
    
    
    (1,112
    )
    
    
    94,054Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,378Other expenses
    
    
    8,453
    
    
    
    15,164
    
    
    
    (1,434
    )
    
    
    225,84610,030
    
    
    
    21,683
    
    
    
    (3,727
    )
    
    
    616,780Equity in earnings from
unconsolidated affiliates
    
    
    
    
    
    
    3,104
    
    
    
    
    
    
    
    4,919(Loss) income before income
taxes
    
    
    (2,127
    )
    
    
    (10,925
    )
    
    
    307
    
    
    
    (62,793
    )(Benefit) provision for income
taxes
    
    
    (896
    )
    
    
    (2,906
    )
    
    
    116
    
    
    
    (18,046
    )(Loss) income before
noncontrolling interest
    
    
    (1,231
    )
    
    
    (8,019
    )
    
    
    191
    
    
    
    (44,747
    )Noncontrolling interest
    
    
    (1,027
    )
    
    
    (6,687
    )
    
    
    159
    
    
    
    (40,222
    )(Loss) income from continuing
operations
    
    $
    (204
    )
    
    $
    (1,332
    )
    
    $
    32
    
    
    $
    (4,525
    )At June 30, 2007Total assets
    
    $
    313,126
    
    
    $
    161,906
    
    
    $
    (51,494
    )
    
    $
    7,606,240
 17




---



##### Table of Contents



BFC
    
    
    Financial
    
    
    Primary
    
    
    TennesseeActivities
    
    
    Services
    
    
    Homebuilding
    
    
    HomebuildingFor the Six Months
Ended June 30, 2006Revenues:Sales of real estate
    
    $
    
    
    
    $
    
    
    
    $
    193,132
    
    
    $
    41,717Interest and dividend income
    
    
    1,116
    
    
    
    176,210
    
    
    
    219
    
    
    
    70Other income
    
    
    2,031
    
    
    
    66,885
    
    
    
    2,174
    
    
    
    (12
    )3,147
    
    
    
    243,095
    
    
    
    195,525
    
    
    
    41,775Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    
    
    
    
    152,368
    
    
    
    41,490Interest expense, net
    
    
    16
    
    
    
    75,230
    
    
    
    
    
    
    
    Provision for loan losses
    
    
    
    
    
    
    143
    
    
    
    
    
    
    
    Other expenses
    
    
    6,494
    
    
    
    143,838
    
    
    
    32,448
    
    
    
    8,2416,510
    
    
    
    219,211
    
    
    
    184,816
    
    
    
    49,731Equity in earnings from
unconsolidated affiliates
    
    
    
    
    
    
    1,098
    
    
    
    
    
    
    
    (Loss) income before income taxes
    
    
    (3,363
    )
    
    
    24,982
    
    
    
    10,709
    
    
    
    (7,956
    )Provision (benefit) for income
taxes
    
    
    259
    
    
    
    6,517
    
    
    
    4,131
    
    
    
    (2,462
    )(Loss) income before
noncontrolling interest
    
    
    (3,622
    )
    
    
    18,465
    
    
    
    6,578
    
    
    
    (5,494
    )Noncontrolling interest
    
    
    (4
    )
    
    
    14,470
    
    
    
    5,485
    
    
    
    (4,581
    )(Loss) income from continuing
operations
    
    $
    (3,618
    )
    
    $
    3,995
    
    
    $
    1,093
    
    
    $
    (913
    )At June 30, 2006Total assets
    
    $
    47,122
    
    
    $
    6,402,889
    
    
    $
    549,803
    
    
    $
    65,120
 Levitt
    
    
    AdjustingLand
    
    
    Other
    
    
    andDivision
    
    
    Operations
    
    
    Eliminations
    
    
    TotalFor the Six Months
Ended June 30, 2006Revenues:Sales of real estate
    
    $
    21,358
    
    
    $
    
    
    
    $
    (6
    )
    
    $
    256,201Interest and dividend income
    
    
    550
    
    
    
    673
    
    
    
    (299
    )
    
    
    178,539Other income
    
    
    3,095
    
    
    
    868
    
    
    
    (1,360
    )
    
    
    73,68125,003
    
    
    
    1,541
    
    
    
    (1,665
    )
    
    
    508,421Costs and Expenses:Cost of sales of real estate
    
    
    12,737
    
    
    
    1,298
    
    
    
    (186
    )
    
    
    207,707Interest expense, net
    
    
    
    
    
    
    
    
    
    
    (299
    )
    
    
    74,947Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143Other expenses
    
    
    6,366
    
    
    
    13,260
    
    
    
    (1,323
    )
    
    
    209,32419,103
    
    
    
    14,558
    
    
    
    (1,808
    )
    
    
    492,121Equity in earnings from
unconsolidated affiliates
    
    
    
    
    
    
    2,026
    
    
    
    
    
    
    
    3,124(Loss) income before income taxes
    
    
    5,900
    
    
    
    (10,991
    )
    
    
    143
    
    
    
    19,424Provision (benefit) for income
Taxes
    
    
    2,205
    
    
    
    (4,735
    )
    
    
    64
    
    
    
    5,979(Loss) income before
noncontrolling interest
    
    
    3,695
    
    
    
    (6,256
    )
    
    
    79
    
    
    
    13,445Noncontrolling interest
    
    
    3,081
    
    
    
    (5,217
    )
    
    
    67
    
    
    
    13,301(Loss) income from continuing
operations
    
    $
    614
    
    
    $
    (1,039
    )
    
    $
    12
    
    
    $
    144At June 30, 2006Total assets
    
    $
    226,799
    
    
    $
    187,589
    
    
    $
    (61,902
    )
    
    $
    7,417,420
 18




---



##### Table of Contents



3. Discontinued Operations and Merger
    Consideration received:Stifel common stock and Warrants
    
    $
    107,445Cash
    
    
    2,628Total consideration received
    
    
    110,073Net assets disposed:Discontinued operations assets
held for sale at disposal date
    
    
    206,763Discontinued operations liabilities
held for sale at disposal date
    
    
    (117,364
    )Net assets available for sale at disposal date
    
    
    89,399Transaction cost
    
    
    2,709Gain on disposal of Ryan Beck
before income taxes and noncontrolling interest
    
    
    17,965Provision for income taxes
    
    
    2,959Noncontrolling interest
    
    
    12,831Net gain on sale of Ryan Beck
    
    $
    2,175
 19




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##### Table of Contents



For the Two
    
    
    For the Three
    
    
    For the SixMonths Ended
    
    
    Months Ended
    
    
    Months EndedFebruary 28, 2007
    
    
    June 30, 2006
    
    
    June 30, 2006Investment banking revenue
    
    $
    37,836
    
    
    $
    55,372
    
    
    $
    114,172Expenses:Employee compensation and benefits
    
    
    27,532
    
    
    
    42,433
    
    
    
    86,788Occupancy and equipment
    
    
    2,984
    
    
    
    3,927
    
    
    
    7,798Advertising and promotion
    
    
    740
    
    
    
    1,326
    
    
    
    2,893Merger related costs (1)
    
    
    14,263
    
    
    
    
    
    
    
    Other expenses:Professional fees
    
    
    1,106
    
    
    
    1,905
    
    
    
    3,856Communications
    
    
    2,255
    
    
    
    3,930
    
    
    
    7,884Floor broker and clearing fees
    
    
    1,162
    
    
    
    2,142
    
    
    
    4,861Interest expense
    
    
    985
    
    
    
    1,514
    
    
    
    3,135Other
    
    
    1,086
    
    
    
    2,086
    
    
    
    4,004Total expenses
    
    
    52,113
    
    
    
    59,263
    
    
    
    121,219Loss from Ryan Beck discontinued
operations before income taxes and
noncontrolling interest
    
    
    (14,277
    )
    
    
    (3,891
    )
    
    
    (7,047
    )Income tax (benefit)
    
    
    (6,431
    )
    
    
    (1,721
    )
    
    
    (3,443
    )Noncontrolling interest
    
    
    (6,709
    )
    
    
    (1,857
    )
    
    
    (3,082
    )Loss from Ryan Beck discontinued
operations
    
    $
    (1,137
    )
    
    $
    (313
    )
    
    
    (522
    )
 
 (1)
    
    Merger related costs include $9.3 million of change in control payments, $3.5 million of
one-time employee termination benefits and $1.5 million of share-based compensation. 4. BankAtlantic Bancorp One-time Termination Benefits
  EmployeeTerminationBenefitsBalance at December 31, 2006
    
    $
    Expense incurred
    
    
    2,317Amounts paid
    
    
    (1,587
    )Balance at June 30, 2007
    
    $
    730
 20




---



##### Table of Contents



5. Accounting for Income Taxes
      21




---



##### Table of Contents



6. Stock-Based Compensation
 BFC
     Weighted Average2007
    
    
    2006EmployeesExpected volatility
    
    
    43.05
    %
    
    
    44.22
    %Expected dividends
    
    
    0
    %
    
    
    0
    %Expected term (in years)
    
    
    7.5
    
    
    
    7.5Average risk-free interest rate
    
    
    4.94
    %
    
    
    5.01
    %Option value
    
    $
    2.43
    
    
    $
    3.54
 Weighted Average2007Non-Employee DirectorsVolatility
    
    
    43.05
    %Expected dividends
    
    
    0
    %Expected term (in years)
    
    
    5Risk-free rate
    
    
    4.89
    %Option value
    
    $
    1.99
  22




---



##### Table of Contents



Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateOutstanding
    
    
    Exercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Contractual Term
    
    
    Value ($000)Outstanding at December 31, 2006
    
    
    1,607,087
    
    
    $
    4.88
    
    
    
    6.25
    
    
    $
    7,844Exercised
    
    
    (129,769
    )
    
    
    1.45Forfeited
    
    
    
    
    
    
    0.00Expired
    
    
    
    
    
    
    0.00Granted
    
    
    264,296
    
    
    
    4.44Outstanding at June 30, 2007
    
    
    1,741,614
    
    
    $
    5.07
    
    
    
    6.81
    
    
    $
    8,829Exercisable at June 30, 2007
    
    
    285,054
    
    
    $
    3.85
    
    
    
    3.61
    
    
    $
    1,097Available for grant at June 30, 2007
    
    
    2,192,630
    BankAtlantic Bancorp
  23




---



##### Table of Contents



Employees
    
    
    DirectorsStock Price
    
    $
    9.38
    
    
    $
    9.38Exercise Price
    
    $
    9.38
    
    
    $
    9.38Interest Rate
    
    
    4.96
    %
    
    
    4.63
    %Dividend Rate
    
    
    1.75
    %
    
    
    1.75
    %Volatility
    
    
    29.65
    %
    
    
    27.80
    %Option Life (years)
    
    
    7.50
    
    
    
    5.00Option Value
    
    $
    3.29
    
    
    $
    2.58Annual Forfeiture Rate
    
    
    3.60
    %
    
    
    0
    %
  Class AOutstandingOptionsOutstanding at December 31, 2005
    
    
    6,039,253Exercised
    
    
    (1,324,281
    )Forfeited
    
    
    (148,816
    )Issued
    
    
    37,408Outstanding at June 30, 2006
    
    
    4,603,564Outstanding at December 31, 2006
    
    
    5,238,905Exercised
    
    
    (394,023
    )Forfeited
    
    
    (172,209
    )Expired
    
    
    (2,347
    )Issued
    
    
    956,247Outstanding at June 30, 2007
    
    
    5,626,573Exercisable at June 30, 2007
    
    
    1,823,085
 For the Six MonthsEnded June 30,2007
    
    
    2006Weighted average exercise price of options
outstanding
    
    $
    11.25
    
    
    $
    10.43Weighted average exercise price of options exercised
    
    $
    5.64
    
    
    $
    4.07Weighted average price of options forfeited
    
    $
    14.77
    
    
    $
    13.74Weighted average price of options expired
    
    $
    4.33
    
    
    $
    
  24




---



##### Table of Contents



Levitt
  Three months ended June 30,
    
    Six months ended June 30,2007
    
    2006
    
    2007
    
    2006Expected volatility
    
    
    43.218%
    
    
    
    37.5203% - 37.5037%
    
    
    
    40.05% - 43.218%
    
    
    
    37.5203% - 37.5037%Expected dividend yield
    
    
    0.00%
    
    
    
    .39% - .54%
    
    
    
    0.00% - .83%
    
    
    
    .39% - 54%Risk-free interest rate
    
    
    5.14%
    
    
    
    5.02% - 5.13%
    
    
    
    4.58% - 5.14%
    
    
    
    5.02% - 5.13%Expected life
    
    7.5 years
    
    7.5 years
    
    7.5 years
    
    7.5 yearsForfeiture rate  executives
    
    
    5.0%
    
    
    
    5.0%
    
    
    
    5.0%
    
    
    
    5.0%Forfeiture rate  non-executives
    
    
    10.0%
    
    
    
    10.0%
    
    
    
    10.0%
    
    
    
    10.0%
    7. Benihana Convertible Preferred Stock Investment
  25




---



##### Table of Contents



8. Loans Receivable
  June 30,
    
    
    December 31,2007
    
    
    2006Real estate loans:Residential (1-4 family)
    
    $
    2,224,069
    
    
    $
    2,158,506Construction and development
    
    
    772,198
    
    
    
    859,556Commercial
    
    
    967,278
    
    
    
    1,071,287Small business
    
    
    203,334
    
    
    
    186,833Other loans:Home equity
    
    
    613,000
    
    
    
    562,318Commercial business
    
    
    133,988
    
    
    
    157,109Small business  non-mortgage
    
    
    100,152
    
    
    
    98,225Consumer loans
    
    
    16,656
    
    
    
    17,406Deposit overdrafts
    
    
    10,707
    
    
    
    8,440Other loans
    
    
    
    
    
    
    425Total gross loans
    
    
    5,041,382
    
    
    
    5,120,105Adjustments:Undisbursed portion of loans in process
    
    
    (373,966
    )
    
    
    (482,842
    )Premiums discounts and deferred fees
    
    
    2,698
    
    
    
    1,306Deferred profit on commercial real estate
loans
    
    
    (115
    )
    
    
    (204
    )Allowance for loan losses
    
    
    (55,108
    )
    
    
    (44,173
    )Loans receivable  net
    
    $
    4,614,891
    
    
    $
    4,594,192
 Allowance for Loan Losses (in thousands):
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    50,926
    
    
    $
    42,506
    
    
    $
    44,173
    
    
    $
    41,830Loans charged-off
    
    
    (1,797
    )
    
    
    (350
    )
    
    
    (2,924
    )
    
    
    (716
    )Recoveries of loans previously charged-off
    
    
    1,062
    
    
    
    482
    
    
    
    1,481
    
    
    
    1,361Net (charge-offs) recoveries
    
    
    (735
    )
    
    
    132
    
    
    
    (1,443
    )
    
    
    645Allowance for loan losses, acquired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Provision for loan losses
    
    
    4,917
    
    
    
    (20
    )
    
    
    12,378
    
    
    
    143Balance, end of period
    
    $
    55,108
    
    
    $
    42,618
    
    
    $
    55,108
    
    
    $
    42,618
 26




---



##### Table of Contents



June 30, 2007
    
    
    December 31, 2006Gross
    
    
    
    
    
    
    GrossRecorded
    
    
    Specific
    
    
    Recorded
    
    
    SpecificInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans
with specific
valuation
allowances
    
    $
    12,944
    
    
    $
    5,850
    
    
    $
    325
    
    
    $
    162Impaired loans
without specific
valuation
allowances
    
    
    17,344
    
    
    
    
    
    
    
    10,319
    
    
    
    Total
    
    $
    30,288
    
    
    $
    5,850
    
    
    $
    10,644
    
    
    $
    162
  9. Real Estate Held for Development and Sale
  June 30,
    
    
    December 31,2007
    
    
    2006Land and land development costs
    
    $
    540,062
    
    
    $
    579,256Construction costs
    
    
    155,918
    
    
    
    180,005Capitalized interest and other costs
    
    
    105,460
    
    
    
    88,231Total
    
    $
    801,440
    
    
    $
    847,492
    
    
    historical project performance, including traffic trends and conversions rates, sales,
selling prices including incentive and discount programs, and cancellation trends,
    
    competitors presence and their competitive actions,
    
    project specific attributes such as location desirability, market segment (active adult
vs. family) and product type (single family detached vs. town home), and
    
    current local market economic and demographic conditions, including interest rates,
in-migration trends and job growth, and related trends and forecasts.
 27




---



##### Table of Contents




    
    estimated average future sales prices were based on current sales prices with
significant discounts and incentives continuing through 2009 followed by average sales
price increases ranging from nominal to 4% in 2010 and beyond. Discounting activity is
assumed to gradually diminish beginning in the second half of 2009;
    
    estimated future construction and land development costs were kept relatively consistent
throughout the entire project;
    
    estimates of average (unweighted) gross margin percentages ranging between 8% and 11% in
the early years and 14% and higher in 2011 and beyond;
    
    estimated future sales rates were projected to decline in 2007 and 2008, with more than
50% of projects projected to average less than 80 units per year. Sales rates were
projected to improve in 2009, with only 25% of projects selling less than 80 units per
year, and then stabilizing beginning in 2010.
   10. Assets Held for Sale
  28




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##### Table of Contents



11. Investments in Unconsolidated Affiliates
  June 30,
    
    
    December 31,2007
    
    
    2006Investment in Bluegreen Corporation
    
    $
    109,658
    
    
    $
    107,063Investments in joint ventures and limited partnerships
    
    
    4,300
    
    
    
    7,749BankAtlantic Bancorp investment in statutory business
trusts
    
    
    8,685
    
    
    
    7,910Levitt investment in statutory business trusts
    
    
    2,601
    
    
    
    2,565$
    125,244
    
    
    $
    125,287
  For the Three Months
    
    
    For the Six Months EndedEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Equity in Bluegreen earnings
    
    $
    1,357
    
    
    $
    2,152
    
    
    $
    3,101
    
    
    $
    2,103Equity in joint ventures, limited
partnerships and statutory
trusts earnings
    
    
    669
    
    
    
    201
    
    
    
    1,818
    
    
    
    1,021Income from unconsolidated affiliates
    
    $
    2,026
    
    
    $
    2,353
    
    
    $
    4,919
    
    
    $
    3,124
  29




---



##### Table of Contents



Unaudited Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2007
    
    
    2006Total assets
    
    $
    978,867
    
    
    $
    854,212Total liabilities
    
    $
    598,501
    
    
    $
    486,487Minority interest
    
    
    17,968
    
    
    
    14,702Total shareholders equity
    
    
    362,398
    
    
    
    353,023Total liabilities and shareholders equity
    
    $
    978,867
    
    
    $
    854,212
 Unaudited Condensed Consolidated Statements of Income
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues and other income
    
    $
    170,972
    
    
    $
    165,950
    
    
    $
    317,854
    
    
    $
    312,908Cost and other expenses
    
    
    162,739
    
    
    
    153,574
    
    
    
    299,385
    
    
    
    292,955Income before minority interest and
provision for income taxes
    
    
    8,233
    
    
    
    12,376
    
    
    
    18,469
    
    
    
    19,953Minority interest
    
    
    1,633
    
    
    
    1,677
    
    
    
    3,267
    
    
    
    2,699Income before provision for income taxes
    
    
    6,600
    
    
    
    10,699
    
    
    
    15,202
    
    
    
    17,254Provision for income taxes
    
    
    (2,508
    )
    
    
    (4,119
    )
    
    
    (5,777
    )
    
    
    (6,643
    )Income before cumulative effect of
change in accounting principle
    
    
    4,092
    
    
    
    6,580
    
    
    
    9,425
    
    
    
    10,611Cumulative effect of change in
accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,678
    )Minority interest in cumulative effect of
change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,184Net income
    
    $
    4,092
    
    
    $
    6,580
    
    
    $
    9,425
    
    
    $
    6,117
  12. Other Debt
  30




---



##### Table of Contents



13. Noncontrolling Interest
  June 30,
    
    
    December 31,2007
    
    
    2006BankAtlantic Bancorp
    
    $
    396,167
    
    
    $
    411,396Levitt
    
    
    239,634
    
    
    
    286,230Joint Ventures and Limited Partnerships
    
    
    689
    
    
    
    697$
    636,490
    
    
    $
    698,323
 14. Interest Expense
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest expense
    
    $
    61,589
    
    
    $
    47,557
    
    
    $
    120,825
    
    
    $
    93,278Interest capitalized
    
    
    (13,765
    )
    
    
    (9,822
    )
    
    
    (26,771
    )
    
    
    (18,331
    )Interest expense, net
    
    $
    47,824
    
    
    $
    37,735
    
    
    $
    94,054
    
    
    $
    74,947
 31




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest incurred
    
    $
    13,765
    
    
    $
    9,533
    
    
    $
    26,771
    
    
    $
    17,562Interest capitalized to property
and equipment
    
    
    (654
    )
    
    
    
    
    
    
    (1,104
    )
    
    
    Interest capitalized to
real estate inventory
    
    
    (13,111
    )
    
    
    (9,533
    )
    
    
    (25,667
    )
    
    
    (17,562
    )Interest expense, net
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest included in cost of sales
    
    $
    5,562
    
    
    $
    3,091
    
    
    $
    9,987
    
    
    $
    5,685
   15. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk
  June 30,
    
    
    December 31,2007
    
    
    2006BFC ActivitiesGuaranty agreements
    
    $
    59,000
    
    
    $
    34,396Financial ServicesCommitments to sell fixed rate residential loans
    
    
    26,496
    
    
    
    30,696Commitments to sell variable rate residential loans
    
    
    2,680
    
    
    
    2,921Commitments to sell commercial loans
    
    
    3,100
    
    
    
    Commitments to purchase fixed rate residential loans
    
    
    20,500
    
    
    
    Commitments to purchase variable rate residential loans
    
    
    92,869
    
    
    
    12,000Commitments to purchase commercial loans
    
    
    10,000
    
    
    
    57,525Commitments to originate loans held for sale
    
    
    23,745
    
    
    
    26,346Commitments to originate loans held to maturity
    
    
    309,592
    
    
    
    223,060Commitments to extend credit, including the undisbursed
portion of loans in process
    
    
    1,045,796
    
    
    
    890,036Commitments to purchase branch facilities land
    
    
    6,260
    
    
    
    11,180Standby letters of credit
    
    
    50,766
    
    
    
    67,831Commercial lines of credit
    
    
    96,932
    
    
    
    86,992Homebuilding & Real Estate DevelopmentLevitts commitments to purchase properties for development
    
    
    14,200
    
    
    
    14,200
 32




---



##### Table of Contents



BFC Activities
     33




---



##### Table of Contents



Financial Services
  Homebuilding & Real Estate Development
   16. Certain Relationships and Related Party Transactions
  34




---



##### Table of Contents



BankAtlanticBFC
    
    
    Bancorp
    
    
    Levitt
    
    
    BluegreenFor the Three Months Ended June 30, 2007Shared service income (expense)
    
    
    (a
    )
    
    $
    658
    
    
    $
    (313
    )
    
    $
    (233
    )
    
    $
    (112
    )Interest income (expense) from cash
balance/securities sold under agreements
to repurchase
    
    
    
    
    
    $
    10
    
    
    $
    (39
    )
    
    $
    29
    
    
    $
    For the Three Months Ended June 30, 2006Shared service income (expense)
    
    
    (a
    )
    
    $
    525
    
    
    $
    (142
    )
    
    $
    (308
    )
    
    $
    (75
    )Interest income (expense) from cash
balance/securities sold under agreements
to repurchase
    
    
    
    
    
    $
    11
    
    
    $
    (147
    )
    
    $
    136
    
    
    $
    For the Six Months Ended June 30, 2007Shared service income (expense)
    
    
    (a
    )
    
    $
    1,378
    
    
    $
    (667
    )
    
    $
    (494
    )
    
    $
    (217
    )Interest income (expense) from cash
balance/securities sold under agreements
to repurchase
    
    
    
    
    
    $
    21
    
    
    $
    (90
    )
    
    $
    69
    
    
    $
    For the Six Months Ended June 30, 2006Shared service income (expense)
    
    
    (a
    )
    
    $
    1,031
    
    
    $
    (282
    )
    
    $
    (610
    )
    
    $
    (139
    )Interest income (expense) from cash
balance/securities sold under agreements
to repurchase
    
    
    
    
    
    $
    21
    
    
    $
    (299
    )
    
    $
    278
    
    
    $
    At June 30, 2007Cash and cash equivalents and (securities
sold under agreements to repurchase)
    
    
    (b
    )
    
    $
    1,292
    
    
    $
    (6,588
    )
    
    $
    5,296
    
    
    $
    Shared service receivable (payable)
    
    
    
    
    
    $
    299
    
    
    $
    (99
    )
    
    $
    (76
    )
    
    $
    (124
    )At December 31, 2006Cash and cash equivalents and (securities
sold under agreements to repurchase)
    
    
    (b
    )
    
    $
    996
    
    
    $
    (5,547
    )
    
    $
    4,551
    
    
    $
    Shared service receivable (payable)
    
    
    
    
    
    $
    312
    
    
    $
    (142
    )
    
    $
    (107
    )
    
    $
    (63
    )
 
 (a)
    
    Effective January 1, 2006, BFC maintained arrangements with BankAtlantic Bancorp, Levitt
and Bluegreen to provide shared service operations in the areas of human resources, risk
management, investor relations and executive office administration. Pursuant to this
arrangement, certain employees from BankAtlantic were transferred to BFC to staff BFCs
shared service operations. The costs of shared services are allocated based upon the
estimated usage of the respective services. Also as part of the shared service
arrangement, the Company reimburses BankAtlantic Bancorp and Bluegreen for office
facilities costs relating to the Company and its shared service operations.(b)
    
    BFC and Levitt entered into securities sold under agreements to repurchase (Repurchase
Agreements) with BankAtlantic and the balance in those accounts in the aggregate was
approximately $6.6 million and $5.5 million at June 30, 2007 and December 31, 2006,
respectively. Interest in connection with the Repurchase Agreements was approximately
$90,000 and $299,000 for the six months ended June 30, 2007 and 2006, respectively. These
transactions have similar terms as BankAtlantic repurchase agreements with unaffiliated
third parties.  35




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##### Table of Contents



Class A
    
    
    WeightedCommon
    
    
    AverageStock
    
    
    PriceOptions outstanding
    
    
    282,005
    
    
    $
    9.84Options nonvested
    
    
    154,587
    
    
    $
    12.32
     17. (Loss) Earnings Per Common Share
  36




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##### Table of Contents



For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic (loss) earnings per common shareNumerator:(Loss) income from continuing operations allocable to
common stock
    
    $
    (3,086
    )
    
    $
    47
    
    
    $
    (4,900
    )
    
    $
    (231
    )Discontinued operations, net of taxes
    
    
    (15
    )
    
    
    (313
    )
    
    
    1,038
    
    
    
    (522
    )Net loss allocable to common shareholders
    
    $
    (3,101
    )
    
    $
    (266
    )
    
    $
    (3,862
    )
    
    $
    (753
    )Denominator:Weighted average number of common shares outstanding
    
    
    35,844
    
    
    
    35,815
    
    
    
    35,851
    
    
    
    35,450Eliminate RAG weighted average number of common
shares
    
    
    (2,393
    )
    
    
    (2,393
    )
    
    
    (2,393
    )
    
    
    (2,393
    )Basic weighted average number of common shares
outstanding
    
    
    33,451
    
    
    
    33,422
    
    
    
    33,458
    
    
    
    33,057Basic (loss) earnings per share:Loss per share from continuing operations
    
    $
    (0.09
    )
    
    $
    
    
    
    $
    (0.15
    )
    
    $
    (0.01
    )(Loss) earnings per share from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    (0.02
    )Basic (loss) per common share
    
    $
    (0.09
    )
    
    $
    (0.01
    )
    
    $
    (0.12
    )
    
    $
    (0.03
    )Diluted (loss) earnings per shareNumerator(Loss) income from continuing operations allocable to
common stock
    
    $
    (3,086
    )
    
    $
    47
    
    
    $
    (4,900
    )
    
    $
    (231
    )Effect of securities issuable by subsidiaries
    
    
    (5
    )
    
    
    (6
    )
    
    
    (31
    )
    
    
    (23
    )(Loss) income from continuing operations allocable
to common stock  diluted
    
    
    (3,091
    )
    
    
    41
    
    
    
    (4,931
    )
    
    
    (254
    )Discontinued operations, net of taxes
    
    
    (15
    )
    
    
    (313
    )
    
    
    1,038
    
    
    
    (522
    )Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Discontinued operations, net of taxes  diluted
    
    
    (15
    )
    
    
    (313
    )
    
    
    1,038
    
    
    
    (522
    )Net loss allocable to common shareholders  diluted
    
    $
    (3,106
    )
    
    $
    (272
    )
    
    $
    (3,893
    )
    
    $
    (776
    )DenominatorBasic weighted average number of common shares
outstanding
    
    
    33,451
    
    
    
    33,422
    
    
    
    33,458
    
    
    
    33,057Common stock equivalents resulting from stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted average shares outstanding
    
    
    33,451
    
    
    
    33,422
    
    
    
    33,458
    
    
    
    33,057Diluted (loss) earnings per shareLoss per share from continuing operations
    
    $
    (0.09
    )
    
    $
    
    
    
    $
    (0.15
    )
    
    $
    (0.01
    )(Loss) earnings per share from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    (0.02
    )Diluted loss per common share
    
    $
    (0.09
    )
    
    $
    (0.01
    )
    
    $
    (0.12
    )
    
    $
    (0.03
    )
  37




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##### Table of Contents



18. Parent Company Financial Information
   Parent Company Condensed Statements of Financial Condition  Unaudited
(In thousands)
 June 30,
    
    
    December 31,2007
    
    
    2006AssetsCash and cash equivalents
    
    $
    16,488
    
    
    $
    17,815Investment securities
    
    
    1,119
    
    
    
    2,262Investment in Benihana, Inc.
    
    
    20,000
    
    
    
    20,000Investment in venture partnerships
    
    
    898
    
    
    
    908Investment in BankAtlantic Bancorp, Inc.
    
    
    116,557
    
    
    
    113,586Investment in Levitt Corporation
    
    
    47,706
    
    
    
    57,009Investment in and advances to wholly-owned subsidiaries
    
    
    1,611
    
    
    
    1,525Loans receivable
    
    
    2,751
    
    
    
    2,157Other assets
    
    
    2,487
    
    
    
    2,261Total assets
    
    $
    209,617
    
    
    $
    217,523Liabilities and Shareholders EquityAdvances from and negative basis in wholly-owned
subsidiaries
    
    $
    1,331
    
    
    $
    1,290Other liabilities
    
    
    6,917
    
    
    
    7,351Deferred income taxes
    
    
    27,217
    
    
    
    31,297Total liabilities
    
    
    35,465
    
    
    
    39,938Total shareholders equity
    
    
    174,152
    
    
    
    177,585Total liabilities and shareholders equity
    
    $
    209,617
    
    
    $
    217,523
 Parent Company Condensed Statements of Operations  Unaudited
(In thousands)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues
    
    $
    1,872
    
    
    $
    603
    
    
    $
    2,431
    
    
    $
    1,176Expenses
    
    
    2,276
    
    
    
    2,141
    
    
    
    4,190
    
    
    
    4,361(Loss) before earnings (loss) from subsidiaries
    
    
    (404
    )
    
    
    (1,538
    )
    
    
    (1,759
    )
    
    
    (3,185
    )Equity from earnings in BankAtlantic Bancorp
    
    
    2,588
    
    
    
    2,249
    
    
    
    2,111
    
    
    
    3,993Equity from loss in Levitt
    
    
    (9,646
    )
    
    
    (123
    )
    
    
    (9,484
    )
    
    
    (232
    )Equity from earnings (loss) in other subsidiaries
    
    
    109
    
    
    
    (143
    )
    
    
    124
    
    
    
    (175
    )Loss income before income taxes
    
    
    (7,353
    )
    
    
    445
    
    
    
    (9,008
    )
    
    
    401(Benefit) provision for income taxes
    
    
    (4,454
    )
    
    
    211
    
    
    
    (4,483
    )
    
    
    257(Loss) income from continuing operations
    
    
    (2,899
    )
    
    
    234
    
    
    
    (4,525
    )
    
    
    144Equity in subsidiaries discontinued operations, net of tax
    
    
    (15
    )
    
    
    (313
    )
    
    
    1,038
    
    
    
    (522
    )Net loss
    
    
    (2,914
    )
    
    
    (79
    )
    
    
    (3,487
    )
    
    
    (378
    )5% Preferred Stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    
    $
    (3,101
    )
    
    $
    (266
    )
    
    $
    (3,862
    )
    
    $
    (753
    )
 38




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##### Table of Contents



Parent Company Statements of Cash Flow  Unaudited
(In thousands)
 For the Six MonthsEnded June 30,2007
    
    
    2006Operating Activities:Net cash used in operating activities
    
    $
    (3,475
    )
    
    $
    (2,262
    )Investing Activities:Proceeds from the sale of investment in real estate limited partnership
    
    
    1,000
    
    
    
    Proceeds from the sale of securities
    
    
    1,336
    
    
    
    Investment in real estate limited partnership
    
    
    
    
    
    
    (1,000
    )Net cash provided by (used) in investing activities
    
    
    2,336
    
    
    
    (1,000
    )Financing Activities:Proceeds from issuance of Common Stock upon exercise of stock option
    
    
    187
    
    
    
    Payment of the minimum withholding tax upon the exercise of stock options
    
    
    
    
    
    
    (4,155
    )5% Preferred Stock dividends paid
    
    
    (375
    )
    
    
    (375
    )Net cash used in financing activities
    
    
    (188
    )
    
    
    (4,530
    )Decrease in cash and cash equivalents
    
    
    (1,327
    )
    
    
    (7,792
    )Cash at beginning of period
    
    
    17,815
    
    
    
    26,683Cash at end of period
    
    $
    16,488
    
    
    $
    18,891Supplementary disclosure of non-cash investing and financing activitiesNet decrease in shareholders equity from the effect of subsidiaries
capital transactions, net of income taxes
    
    $
    (246
    )
    
    $
    (313
    )Decrease in accumulated other comprehensive loss, net of taxes
    
    
    (269
    )
    
    
    (804
    )Issuance and retirement of Common Stock accepted as consideration
for the exercise price of stock options
    
    
    
    
    
    
    4,156Cumulative effect adjustment upon adoption of FASB Interpretation No. 48
    
    
    121
    
    
    
    
  19. Litigation
 th Samuel Flamholz, on behalf of himself and
all others similarly situated, v. James Blosser, Darwin Dornbush, Alan B. Levan, William Scherer,
S. Lawrence Kahn, III, Joel Levy, John E. Abdo, William Nicholson, Alan J. Levy, Levitt
Corporation, and BFC Financial Corp. Elaine Mount, on behalf of herself and all others
similarly situated, v. James Blosser, Darwin Dornbush, Alan B. Levan, William Scherer, S. Lawrence
Kahn, III, Joel Levy, John E. Abdo, William Nicholson, Alan J. Levy, Levitt Corporation, and BFC
Financial Corp.
 39




---



##### Table of Contents



20. Agreement to Acquire Levitt
  21. Subsequent Event
  22. New Accounting Pronouncements
    40




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
     41




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##### Table of Contents



PercentShares
    
    
    Percent of
    
    
    ofOwned
    
    
    Ownership
    
    
    VoteBankAtlantic BancorpClass A Common Stock
    
    
    8,329,236
    
    
    
    15.65
    %
    
    
    8.30
    %Class B Common Stock
    
    
    4,876,124
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    13,205,360
    
    
    
    22.73
    %
    
    
    55.30
    %LevittClass A Common Stock
    
    
    2,074,243
    
    
    
    11.14
    %
    
    
    5.91
    %Class B Common Stock
    
    
    1,219,031
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    3,293,274
    
    
    
    16.60
    %
    
    
    52.91
    %
 Forward Looking Statements
   
    
    the impact of economic, competitive and other factors affecting the Company and its
subsidiaries, and their operations, markets, products and services;
    
    that available cash may not be sufficient to make desired investments;
    
    that we may not be able to successfully execute our anticipated growth strategies;
    
    that BFC shareholders interests may be diluted in transactions utilizing BFC stock for
consideration and investments in its subsidiaries may be diluted by transactions entered
into by the subsidiaries;
    
    that the performance of entities in which the Company holds interests may not be as
anticipated;
    
    that BFC will be subject to the unique business and industry risks and characteristics
of each entity in which an investment is made; and
    
    that appropriate investment opportunities on reasonable terms and at reasonable prices
may not be available.
 42




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##### Table of Contents




    
    credit risks and loan losses, and the related sufficiency of the allowance for loan
losses, including the impact on the credit quality of BankAtlantics loans, of changes in
the real estate markets in BankAtlantic trade areas, and where BankAtlantics collateral is
located;
    
    the quality of BankAtlantics residential land acquisition and development loans
(including Builder Land Loans) and conditions specifically in that market sector;
    
    changes in interest rates and the effects of, and changes in, trade, monetary and fiscal
policies and laws including the impact on BankAtlantics net interest margin;
    
    adverse conditions in the stock market, the public debt market and other capital markets
and the impact of such conditions on BankAtlantic Bancorp activities and the value of its
assets;
    
    BankAtlantics seven-day banking initiatives and other growth, marketing or advertising
initiatives not resulting in continued growth of core deposits or producing results which
do not justify their cost; the success of expense discipline initiatives;
    
    BankAtlantics new store expansion program, successfully opening the anticipated number
of new stores in 2007 and achieving growth and profitability at the stores in the time
frames anticipated, if at all;
    
    the impact of periodic testing of goodwill and other intangible assets for impairment;
and
    
    that past performance, actual or estimated new account openings and growth rates may not
be indicative of future results.
   
    
    the impact of economic, competitive and other factors affecting Levitt and its
operations;
    
    the market for real estate in the areas where Levitt has developments, including the
impact of market conditions on Levitts margins and the fair value of Levitts real estate
inventory;
    
    the accuracy of the estimated fair value of Levitts real estate inventory and the
potential for further impairment charges;
    
    the impact of impairment charges and slow sales on Levitts debt instruments, including
the potential that lenders require curtailment payments or other prepayments;
    
    the need to offer additional incentives or discounts to buyers to generate sales;
    
    the effects of increases in interest rates and availability of credit to buyers of Levitt homes;
    
    cancellations of existing sales contracts and the ability to consummate sales contracts
included in Levitts backlog;
    
    Levitts ability to timely deliver homes from backlog, shorten delivery cycles and
improve operational and construction efficiency;
    
    the realization of cost savings associated with reductions of workforce and the ability
to limit overhead and costs commensurate with sales;
    
    Levitts ability to periodically renew credit facilities on acceptable terms, if at all,
and enable Levitt to finance projects through completion;
    
    Levitts ability to maintain sufficient liquidity and satisfactory banking relationships
in the event of a continued weakness in the housing market and continued negative cash
flow;
    
    Levitts ability to access additional capital on acceptable terms, if at all, including through BFC; and
    
    Levitts success at managing the risks involved in the foregoing.
  43




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##### Table of Contents



Critical Accounting Policies
  Accounting for Uncertain Tax Positions
  44




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##### Table of Contents



Summary of Consolidated Results of Operations by Segment
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(as adjusted)
    
    
    
    
    
    (as adjusted)BFC Activities
    
    $
    4,153
    
    
    $
    (1,899
    )
    
    $
    2,840
    
    
    $
    (3,622
    )Financial Services
    
    
    11,728
    
    
    
    10,443
    
    
    
    9,524
    
    
    
    18,465Homebuilding & Real Estate Development
    
    
    (58,087
    )
    
    
    (737
    )
    
    
    (57,111
    )
    
    
    (1,398
    )(42,206
    )
    
    
    7,807
    
    
    
    (44,747
    )
    
    
    13,445Noncontrolling interest
    
    
    (39,307
    )
    
    
    7,573
    
    
    
    (40,222
    )
    
    
    13,301(Loss) income from continuing
operations
    
    
    (2,899
    )
    
    
    234
    
    
    
    (4,525
    )
    
    
    144Discontinued operations, less income tax
    
    
    (15
    )
    
    
    (313
    )
    
    
    1,038
    
    
    
    (522
    )Net loss
    
    
    (2,914
    )
    
    
    (79
    )
    
    
    (3,487
    )
    
    
    (378
    )5% Preferred Stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common
shareholders
    
    $
    (3,101
    )
    
    $
    (266
    )
    
    $
    (3,862
    )
    
    $
    (753
    )
    45




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##### Table of Contents



BFC Activities
     For the Three Months
    
    
    Change
    
    
    For the Six Months
    
    
    ChangeEnded June 30,
    
    
    2007 vs.
    
    
    Ended June 30,
    
    
    2007 vs.(In thousands)
    
    2007
    
    
    2006
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2006(as adjusted)
    
    
    
    
    
    
    
    
    (as adjusted)RevenuesInterest and dividend
income
    
    $
    495
    
    
    $
    546
    
    
    $
    (51
    )
    
    $
    1,004
    
    
    $
    1,116
    
    
    $
    (112
    )Other income
    
    
    2,890
    
    
    
    1,027
    
    
    
    1,863
    
    
    
    4,517
    
    
    
    2,031
    
    
    
    2,4863,385
    
    
    
    1,573
    
    
    
    1,812
    
    
    
    5,521
    
    
    
    3,147
    
    
    
    2,374Cost and ExpensesInterest expense
    
    
    16
    
    
    
    4
    
    
    
    12
    
    
    
    28
    
    
    
    16
    
    
    
    12Employee
compensation and
benefits
    
    
    2,750
    
    
    
    2,299
    
    
    
    451
    
    
    
    5,494
    
    
    
    4,736
    
    
    
    758Other expenses
    
    
    922
    
    
    
    918
    
    
    
    4
    
    
    
    1,644
    
    
    
    1,758
    
    
    
    (114
    )3,688
    
    
    
    3,221
    
    
    
    467
    
    
    
    7,166
    
    
    
    6,510
    
    
    
    656Loss before income
taxes
    
    
    (303
    )
    
    
    (1,648
    )
    
    
    1,345
    
    
    
    (1,645
    )
    
    
    (3,363
    )
    
    
    1,718(Benefit) provision for
income taxes
    
    
    (4,456
    )
    
    
    251
    
    
    
    (4,707
    )
    
    
    (4,485
    )
    
    
    259
    
    
    
    (4,744
    )Noncontrolling interest
    
    
    (5
    )
    
    
    (5
    )
    
    
    
    
    
    
    (8
    )
    
    
    (4
    )
    
    
    (4
    )(Loss) income from
continuing
operations
    
    $
    4,158
    
    
    $
    (1,894
    )
    
    $
    6,052
    
    
    $
    2,848
    
    
    $
    (3,618
    )
    
    $
    6,466
 46




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Unaudited Pro Forma Financial Information
    47




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##### Table of Contents



UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(In thousands, except share data)
 Pro formaJune 30,
    
    
    Adjustments2007
    
    
    (a)
    
    
    Pro formaASSETSCash and cash equivalents
    
    $
    224,029
    
    
    $
    
    
    
    $
    224,029Securities available for sale (at fair value)
    
    
    683,380
    
    
    
    
    
    
    
    683,380Investment securities (approximate fair value $311,574)
    
    
    298,724
    
    
    
    
    
    
    
    298,724Tax certificates net of allowance of $3,829
    
    
    230,540
    
    
    
    
    
    
    
    230,540Federal Home Loan Bank stock, at cost which approximates fair
value
    
    
    74,003
    
    
    
    
    
    
    
    74,003Loans receivable, net of allowance for loan losses of $55,108
    
    
    4,614,891
    
    
    
    
    
    
    
    4,614,891Residential loans held for sale
    
    
    6,980
    
    
    
    
    
    
    
    6,980Real estate held for development and sale
    
    
    801,440
    
    
    
    
    
    
    
    801,440Real estate owned
    
    
    23,886
    
    
    
    
    
    
    
    23,886Investments in unconsolidated affiliates
    
    
    125,244
    
    
    
    (26,651
    )(b)
    
    
    98,593Properties and equipment, net
    
    
    277,786
    
    
    
    (9,143
    )(c)
    
    
    268,643Goodwill and other intangibles
    
    
    76,586
    
    
    
    
    
    
    
    76,586Deferred income tax asset
    
    
    
    
    
    
    23,744
    (d)
    
    
    23,744Other assets
    
    
    97,371
    
    
    
    (10,203
    )(e)
    
    
    87,168Assets held for sale
    
    
    71,380
    
    
    
    20,848
    (f)
    
    
    92,228Total assets
    
    $
    7,606,240
    
    
    $
    (1,406
    )
    
    $
    7,604,834LIABILITIES AND SHAREHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing deposits
    
    $
    971,260
    
    
    $
    
    
    
    $
    971,260Interest bearing deposits
    
    
    3,045,883
    
    
    
    
    
    
    
    3,045,883Total deposits
    
    
    4,017,143
    
    
    
    
    
    
    
    4,017,143Customer deposits on real estate held for sale
    
    
    26,296
    
    
    
    
    
    
    
    26,296Advances from FHLB
    
    
    1,397,051
    
    
    
    
    
    
    
    1,397,051Short term borrowings
    
    
    181,513
    
    
    
    
    
    
    
    181,513Subordinated debentures, notes and bonds payable and junior
subordinated debentures
    
    
    972,569
    
    
    
    485
    (g)
    
    
    973,054Deferred tax liabilities, net
    
    
    1,845
    
    
    
    (1,845
    )(d)
    
    
    Other liabilities
    
    
    150,418
    
    
    
    
    
    
    
    150,418Liabilities related to assets held for sale
    
    
    48,763
    
    
    
    
    
    
    
    48,763Total liabilities
    
    
    6,795,598
    
    
    
    (1,359
    )
    
    
    6,794,239Noncontrolling interest
    
    
    636,490
    
    
    
    (239,634
    )
    
    
    396,856Commitments and contingenciesShareholders equity:Preferred stock of $.01 par value; authorized 10,000,000 shares;
5% Cumulative Convertible Preferred Stock (5% Preferred Stock)
issued and outstanding 15,000 shares
    
    
    
    
    
    
    
    
    
    
    Class A common stock of $.01 par value, authorized 70,000,000
shares; issued and outstanding 28,895,280 as adjusted, 66,429,233 shares issued and outstanding, pro forma
    
    
    267
    
    
    
    375
    
    
    
    642Class B common stock of $.01 par value, authorized 20,000,000
shares;
issued and outstanding 7,103,753
    
    
    69
    
    
    
    
    
    
    
    69Additional paid-in capital
    
    
    94,486
    
    
    
    239,212
    
    
    
    333,698Retained earnings
    
    
    78,148
    
    
    
    
    
    
    
    78,148Total shareholders equity before
accumulated other comprehensive income
    
    
    172,970
    
    
    
    239,587
    (h)
    
    
    412,557Accumulated other comprehensive income
    
    
    1,182
    
    
    
    
    
    
    
    1,182Total shareholders equity
    
    
    174,152
    
    
    
    239,587
    
    
    
    413,739Total liabilities and shareholders equity
    
    $
    7,606,240
    
    
    $
    (1,406
    )
    
    $
    7,604,834
 48




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##### Table of Contents



(a)
    
    Pro forma adjustments represent BFCs acquisition of 83.4% of the difference in the estimated fair value of Levitts net
assets after allocation of negative goodwill as compared to the corresponding book value. Negative goodwill resulted
from the estimated fair value of acquired net assets exceeding the assumed purchase price (see footnote h). Negative
goodwill was allocated to certain non-financial assets on a pro-rata basis to reduce the estimated fair value of such
assets. Estimated fair values of Levitts net assets upon consummation of the merger may be different than as assumed
herein due to fluctuations in the value of the net assets over time. The Company plans to continue to further research
the appropriate allocation of negative goodwill and accordingly allocations may be subject to change in the future.(b)
    
    Represents a decrease of $26.7 million associated with the pro-rata allocation of $28.0 million in negative goodwill and
an increase of approximately $1.3 million based upon the estimated total market value of the investment in Bluegreen
common stock at June 29, 2007. The estimated total market value of the investment in Bluegreen was determined by
multiplying the closing price of Bluegreen common stock on June 29, 2007 by the number of shares owned.(c)
    
    Represents a decrease of $9.1 million associated with the pro-rata allocation of negative goodwill.(d)
    
    Represents the reversal of BFCs deferred tax liability of $15.7 million associated with Levitts undistributed earnings
and the deferred tax consequences of basis differences created by purchase accounting (approximately $16.3 million.)
Basis differences arise between the historical tax basis of Levitts net assets as compared to the book value of such
assets recorded in purchase accounting which resulted in reclassifying $23.7 million from deferred tax liability to
deferred tax asset. The deferred tax asset was computed using an income tax rate of 38.575%, the statutory rate in
effect during the period presented.(e)
    
    Represents write-off of debt financing costs of $5.0 million and pro-rata allocation of negative goodwill of $5.2 million.(f)
    
    Represents an increase of approximately $20.8 million to estimated fair value for commercial properties held for sale.(g)
    
    Represents the estimated fair value of debt obligations based upon current borrowing rates for similar types of borrowing
arrangements.(h)
    
    The assumed purchase price of $239.6 million represents the value of consideration for the merger, including the shares
of BFCs Class A Common Stock exchanged in the merger and cash consideration paid for costs associated with the merger.
The value of BFC shares exchanged was calculated at $6.25, determined using the average of the closing prices of BFCs
Class A Common Stock for a few days prior and subsequent to January 30, 2007, the date the terms of the merger agreement
were finalized and announced. 49




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##### Table of Contents



UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except for per share data)
 For the Six Months Ended June 30, 2007
    
    
    For the Year Ended December 31, 2006Pro forma
    
    
    
    
    
    
    
    
    
    
    Pro formaAdjustments
    
    
    Pro forma
    
    
    
    
    
    
    Adjustments
    
    
    Pro formaRevenuesBFC ActivitiesInterest and dividend income
    
    $
    983
    
    
    $
    
    
    
    $
    983
    
    
    $
    2,249
    
    
    $
    
    
    
    $
    2,249Other income, net
    
    
    3,229
    
    
    
    
    
    
    
    3,229
    
    
    
    1,433
    
    
    
    
    
    
    
    1,4334,212
    
    
    
    
    
    
    
    4,212
    
    
    
    3,682
    
    
    
    
    
    
    
    3,682Financial ServicesInterest and dividend income
    
    
    187,315
    
    
    
    
    
    
    
    187,315
    
    
    
    367,177
    
    
    
    
    
    
    
    367,177Service charges on deposits
    
    
    50,403
    
    
    
    
    
    
    
    50,403
    
    
    
    90,472
    
    
    
    
    
    
    
    90,472Other service charges and fees
    
    
    14,557
    
    
    
    
    
    
    
    14,557
    
    
    
    27,542
    
    
    
    
    
    
    
    27,542Other income
    
    
    15,377
    
    
    
    
    
    
    
    15,377
    
    
    
    22,555
    
    
    
    
    
    
    
    22,555267,652
    
    
    
    
    
    
    
    267,652
    
    
    
    507,746
    
    
    
    
    
    
    
    507,746Homebuilding &
Real Estate DevelopmentSales of real estate
    
    
    266,662
    
    
    
    
    
    
    
    266,662
    
    
    
    566,086
    
    
    
    
    
    
    
    566,086Interest and dividend income
    
    
    1,347
    
    
    
    
    
    
    
    1,347
    
    
    
    2,474
    
    
    
    
    
    
    
    2,474Other income
    
    
    9,195
    
    
    
    
    
    
    
    9,195
    
    
    
    14,592
    
    
    
    
    
    
    
    14,592277,204
    
    
    
    
    
    
    
    277,204
    
    
    
    583,152
    
    
    
    
    
    
    
    583,152Total revenues
    
    
    549,068
    
    
    
    
    
    
    
    549,068
    
    
    
    1,094,580
    
    
    
    
    
    
    
    1,094,580Costs and ExpensesBFC ActivitiesInterest expense
    
    
    28
    
    
    
    
    
    
    
    28
    
    
    
    30
    
    
    
    
    
    
    
    30Employee compensation and
Benefits
    
    
    5,494
    
    
    
    
    
    
    
    5,494
    
    
    
    9,407
    
    
    
    
    
    
    
    9,407Other expenses
    
    
    1,516
    
    
    
    
    
    
    
    1,516
    
    
    
    2,933
    
    
    
    
    
    
    
    2,9337,038
    
    
    
    
    
    
    
    7,038
    
    
    
    12,370
    
    
    
    
    
    
    
    12,370Financial ServicesInterest expense, net of
interest capitalized
    
    
    94,026
    
    
    
    
    
    
    
    94,026
    
    
    
    166,578
    
    
    
    
    
    
    
    166,578Provision for loan losses
    
    
    12,378
    
    
    
    
    
    
    
    12,378
    
    
    
    8,574
    
    
    
    
    
    
    
    8,574Employee compensation and
Benefits
    
    
    78,998
    
    
    
    
    
    
    
    78,998
    
    
    
    150,804
    
    
    
    
    
    
    
    150,804Occupancy and equipment
    
    
    31,871
    
    
    
    
    
    
    
    31,871
    
    
    
    57,308
    
    
    
    
    
    
    
    57,308Advertising and promotion
    
    
    10,067
    
    
    
    
    
    
    
    10,067
    
    
    
    35,067
    
    
    
    
    
    
    
    35,067Other expenses
    
    
    30,983
    
    
    
    
    
    
    
    30,983
    
    
    
    55,980
    
    
    
    
    
    
    
    55,980258,323
    
    
    
    
    
    
    
    258,323
    
    
    
    474,311
    
    
    
    
    
    
    
    474,311Homebuilding &
Real Estate DevelopmentCost of sales of real estate
    
    
    284,502
    
    
    
    
    
    
    
    284,502
    
    
    
    482,961
    
    
    
    
    
    
    
    482,961Selling, general and
administrative expenses
    
    
    66,022
    
    
    
    
    
    
    
    66,022
    
    
    
    120,017
    
    
    
    
    
    
    
    120,017Other expenses
    
    
    895
    
    
    
    
    
    
    
    895
    
    
    
    3,677
    
    
    
    
    
    
    
    3,677351,419
    
    
    
    
    
    
    
    351,419
    
    
    
    606,655
    
    
    
    
    
    
    
    606,655Total costs and expenses
    
    
    616,780
    
    
    
    
    
    
    
    616,780
    
    
    
    1,093,336
    
    
    
    
    
    
    
    1,093,336Equity earnings from
unconsolidated affiliates
    
    
    4,919
    
    
    
    
    
    
    
    4,919
    
    
    
    10,935
    
    
    
    
    
    
    
    10,935(Loss) income before income taxes
and noncontrolling interest
    
    
    (62,793
    )
    
    
    
    
    
    
    (62,793
    )
    
    
    12,179
    
    
    
    
    
    
    
    12,179Benefit for income taxes
    
    
    (18,046
    )
    
    
    
    
    
    
    (18,046
    )
    
    
    (528
    )
    
    
    
    
    
    
    (528
    )Noncontrolling interest
    
    
    (40,222
    )
    
    
    47,627
    (a)
    
    
    7,405
    
    
    
    13,404
    
    
    
    7,643
    (a)
    
    
    21,047Loss from continuing operations
    
    $
    (4,525
    )
    
    $
    (47,627
    )
    
    $
    (52,152
    )
    
    $
    (697
    )
    
    $
    (7,643
    )
    
    $
    (8,340
    )Basic loss per common share
from continuing operations
    
    $
    (0.15
    )
    
    
    
    
    
    $
    (0.74
    )
    
    $
    (0.04
    )
    
    
    
    
    
    $
    (0.13
    )Diluted loss per common share
from continuing operations
    
    $
    (0.15
    )
    
    
    
    
    
    $
    (0.74
    )
    
    $
    (0.05
    )
    
    
    
    
    
    $
    (0.13
    )Diluted weighted average
number of common shares
outstanding
    
    
    33,458
    
    
    
    37,534
    (b)
    
    
    70,992
    
    
    
    33,249
    
    
    
    37,534
    (b)
    
    
    70,783
 
 (a)
    
    Eliminate non-controlling interest for the six months ended June 30, 2007 and for the year ended December 31, 2006.(b)
    
    Represents shares of Class A Common Stock that will be issued to Levitt shareholders if the proposed merger with Levitt is consummated. 50




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##### Table of Contents



Liquidity and Capital Resources of BFC
  For the Six MonthsEnded June 30,2007
    
    
    2006Net cash provided by (used in):Operating activities
    
    $
    (3,208
    )
    
    $
    (2,684
    )Investing activities
    
    
    2,802
    
    
    
    135Financing activities
    
    
    (199
    )
    
    
    (4,539
    )(Decrease) in cash and cash equivalents
    
    
    (605
    )
    
    
    (7,088
    )Cash and cash equivalents at beginning of period
    
    
    18,176
    
    
    
    26,806Cash and cash equivalents at end of period
    
    $
    17,571
    
    
    $
    19,718
  
    
    Dividends from BankAtlantic Bancorp and Levitt;
    
    Dividends from Benihana;
    
    Revenues from CCC advisory fees;
    
    Revenues from shared services activities;
    
    Sales of real estate investments;
    
    Sale of investment securities;
    
    Proceeds from the exercise of stock options, and
    
    Principal and interest payments on loans receivable.
 Funds were primarily utilized by BFC to:
 
    
    Fund the payment of dividends on the Companys 5% Cumulative Convertible Preferred Stock;
    
    Fund investments in real estate, and
    
    Fund BFCs operating and general and administrative expenses, including shared services
costs reimbursed by affiliated companies.
    51




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52




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##### Table of Contents



53




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##### Table of Contents



Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    Increase in cash and cash equivalents resulting from BankAtlantic Bancorps issuance
of $25 million of junior subordinated debentures and temporarily investing the funds in
short-term investments, as well as a higher cash balance at Levitt which resulted from
cash provided by financing activities , offset in part by cash used in operations and
investing activities;
    
    Increase in securities available for sale at BankAtlantic Bancorp reflecting Stifel
common stock received upon the sale of Ryan Beck and the purchase of agency securities
partially offset by the sale of BankAtlantic Bancorp equity investment securities to fund
BankAtlantic Bancorps Class A common stock repurchase program;
    
    Increase in BankAtlantic Bancorp investment securities at cost reflecting Stifel
equity securities received upon the sale of Ryan Beck which are subject to contractual
restrictions limiting sales;
    
    Increase in BankAtlantic tax certificate balances primarily due to purchases of Florida tax certificates;
    
    Lower investment in BankAtlantic FHLB stock related to repayments of FHLB advances;
    
    A net decrease in inventory of real estate at Levitt of approximately $45.8 million
which primarily reflected non-cash inventory related impairment charges of $63.3 million;
    
    Increase in BankAtlantic loan receivable balances associated with higher purchased
residential, small business and home equity loan balances partially offset by lower
commercial real estate loan balances;
    
    Increase in office properties and equipment associated with BankAtlantics store
expansion initiatives and Levitts investment in commercial properties under construction
at Core Communities, as well as support for Levitts master planned communities
infrastructure;
    
    An increase of $23.4 million in assets held for sale related to the development of two
commercial projects currently held for sale at Levitt; and
    
    Decrease in discontinued operations assets held for sale reflecting BankAtlantic
Bancorps sale of Ryan Beck to Stifel.
  
    
    Lower non-interest-bearing deposit balances at BankAtlantic reflecting the migration
of deposits to higher yielding products as a result of a competitive interest rate
environment;
    
    Higher interest-bearing deposit balances at BankAtlantic primarily associated with
increased high yield savings and certificates of deposit balances primarily reflecting
transfers of customer deposit balances to higher yielding products;
    
    A decrease of $16.3 million in customer deposits reflecting fewer orders for new homes;
    
    Decrease in FHLB advances and short term borrowings at BankAtlantic due to deposit growth;
    
    A net increase in Levitts notes and mortgage notes payable of $65.4 million, primarily
related to project debt associated with development activities;
    
    Increase in BankAtlantic Bancorp subordinated debentures and bonds payable primarily
associated with issuance of $25 million of junior subordinated debentures;
    
    Decrease in deferred tax liabilities, net was primarily due to an increase in
BankAtlantic Bancorps deferred tax assets resulting from the increase in the allowance
for loan losses and a decrease in BFCs deferred tax liability associated with our equity
losses in Levitt;
    
    An increase of $20.8 million in liabilities related to assets held for sale at Levitt; and
    
    Decrease in discontinued operations liabilities reflecting the sale of Ryan Beck to Stifel.
 54




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##### Table of Contents



Noncontrolling Interest
  June 30,
    
    
    December 31,2007
    
    
    2006BankAtlantic Bancorp
    
    $
    396,167
    
    
    $
    411,396Levitt
    
    
    239,634
    
    
    
    286,230Joint Venture Partnerships
    
    
    689
    
    
    
    697$
    636,490
    
    
    $
    698,323
 NEW ACCOUNTING PRONOUNCEMENTS.
  55




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##### Table of Contents



Financial Services
 Our Financial Services segment consists of BankAtlantic Bancorp, which is consolidated
with BFC Financial Corporation. The only assets available to BFC Financial Corporation from
BankAtlantic Bancorp are dividends when and if paid by BankAtlantic Bancorp. BankAtlantic Bancorp
is a separate public company and its management prepared the following discussion regarding
BankAtlantic Bancorp which was included in BankAtlantic Bancorps Quarterly Report on Form 10-Q for
the quarter ended June 30, 2007 filed with the Securities and Exchange Commission. Accordingly,
references to the Company, we, us or our in the following discussion under the caption
Financial Services are references to BankAtlantic Bancorp and its subsidiaries, and are not
references to BFC Financial Corporation.
   Critical Accounting Policies
  56




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##### Table of Contents



Accounting for Uncertain Tax Positions
  Consolidated Results of Operations
  For the Three Months Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    ChangeBankAtlantic
    
    $
    10,405
    
    
    $
    12,706
    
    
    $
    (2,301
    )Parent Company
    
    
    1,323
    
    
    
    (2,263
    )
    
    
    3,586Segment net income
    
    $
    11,728
    
    
    $
    10,443
    
    
    $
    1,285
 For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
  57




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##### Table of Contents



For the Six Months Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    ChangeBankAtlantic
    
    $
    11,044
    
    
    $
    22,869
    
    
    $
    (11,825
    )Parent Company
    
    
    (1,520
    )
    
    
    (4,404
    )
    
    
    2,884Segment net income
    
    $
    9,524
    
    
    $
    18,465
    
    
    $
    (8,941
    )
 For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
  58




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##### Table of Contents



BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet  Yield / Rate AnalysisFor the Three Months EndedJune 30, 2007
    
    
    June 30, 2006(in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,677,890
    
    
    
    79,913
    
    
    
    6.83
    
    
    $
    4,478,846
    
    
    
    75,764
    
    
    
    6.77Investments  tax exempt
    
    
    398,435
    
    
    
    5,846
    (1)
    
    
    5.87
    
    
    
    398,404
    
    
    
    5,817
    (1)
    
    
    5.84Investments  taxable
    
    
    614,163
    
    
    
    9,506
    
    
    
    6.19
    
    
    
    583,026
    
    
    
    8,197
    
    
    
    5.62Total interest earning
assets
    
    
    5,690,488
    
    
    
    95,265
    
    
    
    6.70
    %
    
    
    5,460,276
    
    
    
    89,778
    
    
    
    6.58
    %Goodwill and core
deposit intangibles
    
    
    76,784
    
    
    
    
    
    
    
    
    
    
    
    78,301Other non-interest
earning assets
    
    
    436,982
    
    
    
    
    
    
    
    
    
    
    
    366,784Total Assets
    
    $
    6,204,254
    
    
    
    
    
    
    
    
    
    
    $
    5,905,361Deposits:Savings
    
    $
    605,940
    
    
    
    3,401
    
    
    
    2.25
    %
    
    $
    364,946
    
    
    
    523
    
    
    
    0.57
    %NOW
    
    
    782,018
    
    
    
    1,749
    
    
    
    0.90
    
    
    
    764,738
    
    
    
    1,023
    
    
    
    0.54Money market
    
    
    677,545
    
    
    
    4,789
    
    
    
    2.84
    
    
    
    765,805
    
    
    
    3,974
    
    
    
    2.08Certificates of deposit
    
    
    993,458
    
    
    
    11,535
    
    
    
    4.66
    
    
    
    844,318
    
    
    
    8,331
    
    
    
    3.96Total interest bearing
deposits
    
    
    3,058,961
    
    
    
    21,474
    
    
    
    2.82
    
    
    
    2,739,807
    
    
    
    13,851
    
    
    
    2.03Short-term borrowed funds
    
    
    157,230
    
    
    
    2,091
    
    
    
    5.33
    
    
    
    402,390
    
    
    
    5,001
    
    
    
    4.98Advances from FHLB
    
    
    1,344,855
    
    
    
    18,102
    
    
    
    5.40
    
    
    
    1,010,459
    
    
    
    13,007
    
    
    
    5.16Long-term debt
    
    
    29,373
    
    
    
    638
    
    
    
    8.71
    
    
    
    36,665
    
    
    
    916
    
    
    
    10.02Total interest bearing
liabilities
    
    
    4,590,419
    
    
    
    42,305
    
    
    
    3.70
    
    
    
    4,189,321
    
    
    
    32,775
    
    
    
    3.14Demand deposits
    
    
    989,434
    
    
    
    
    
    
    
    
    
    
    
    1,109,361Non-interest bearing
other liabilities
    
    
    50,800
    
    
    
    
    
    
    
    
    
    
    
    51,442Total Liabilities
    
    
    5,630,653
    
    
    
    
    
    
    
    
    
    
    
    5,350,124Stockholders equity
    
    
    573,601
    
    
    
    
    
    
    
    
    
    
    
    555,237Total liabilities and
stockholders equity
    
    $
    6,204,254
    
    
    
    
    
    
    
    
    
    
    $
    5,905,361Net tax equivalent
interest income/
net interest spread
    
    
    
    
    
    $
    52,960
    
    
    
    3.00
    %
    
    
    
    
    
    $
    57,003
    
    
    
    3.44
    %Tax equivalent adjustment
    
    
    
    
    
    
    (2,046
    )
    
    
    
    
    
    
    
    
    
    
    (2,035
    )Capitalized interest
from real estate
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    289Net interest income
    
    
    
    
    
    $
    50,914
    
    
    
    
    
    
    
    
    
    
    $
    55,257MarginInterest income/interest
earning assets
    
    
    
    
    
    
    
    
    
    
    6.70
    %
    
    
    
    
    
    
    
    
    
    
    6.58
    %Interest
expense/interest earning
assets
    
    
    
    
    
    
    
    
    
    
    2.98
    
    
    
    
    
    
    
    
    
    
    
    2.41Net interest margin (tax
equivalent)
    
    
    
    
    
    
    
    
    
    
    3.72
    %
    
    
    
    
    
    
    
    
    
    
    4.17
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 59




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##### Table of Contents



For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
     60




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##### Table of Contents



Average Balance Sheet  Yield/Rate AnalysisFor the Six Months EndedJune 30, 2007
    
    
    June 30, 2006(in thousands)
    
    Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    4,664,280
    
    
    
    159,501
    
    
    
    6.84
    
    
    $
    4,544,088
    
    
    
    151,151
    
    
    
    6.65Investments  tax
exempt
    
    
    397,410
    
    
    
    11,648
    (1)
    
    
    5.86
    
    
    
    395,796
    
    
    
    11,548
    
    
    
    5.84Investments  taxable
    
    
    616,873
    
    
    
    19,202
    
    
    
    6.23
    
    
    
    585,535
    
    
    
    16,430
    
    
    
    5.61Total interest earning
assets
    
    
    5,678,563
    
    
    
    190,351
    
    
    
    6.70
    %
    
    
    5,525,419
    
    
    
    179,129
    
    
    
    6.48
    %Goodwill and core
deposit intangibles
    
    
    76,960
    
    
    
    
    
    
    
    
    
    
    
    78,496Other non-interest
earning assets
    
    
    431,552
    
    
    
    
    
    
    
    
    
    
    
    361,343Total Assets
    
    $
    6,187,075
    
    
    
    
    
    
    
    
    
    
    $
    5,965,258Deposits:Savings
    
    $
    567,899
    
    
    
    5,971
    
    
    
    2.12
    %
    
    $
    348,125
    
    
    
    836
    
    
    
    0.48
    %NOW
    
    
    776,548
    
    
    
    3,261
    
    
    
    0.85
    
    
    
    762,590
    
    
    
    1,957
    
    
    
    0.52Money market
    
    
    664,039
    
    
    
    8,727
    
    
    
    2.65
    
    
    
    797,576
    
    
    
    7,958
    
    
    
    2.01Certificates of deposit
    
    
    977,674
    
    
    
    22,517
    
    
    
    4.64
    
    
    
    844,093
    
    
    
    15,855
    
    
    
    3.79Total deposits
    
    
    2,986,160
    
    
    
    40,476
    
    
    
    2.73
    
    
    
    2,752,384
    
    
    
    26,606
    
    
    
    1.95Short-term borrowed
funds
    
    
    180,478
    
    
    
    4,723
    
    
    
    5.28
    
    
    
    324,292
    
    
    
    7,644
    
    
    
    4.75Advances from FHLB
    
    
    1,374,900
    
    
    
    36,826
    
    
    
    5.40
    
    
    
    1,087,141
    
    
    
    27,146
    
    
    
    5.04Secured borrowings
    
    
    
    
    
    
    
    
    
    
    0.00
    
    
    
    62,301
    
    
    
    2,401
    
    
    
    7.71Long-term debt
    
    
    29,503
    
    
    
    1,265
    
    
    
    8.65
    
    
    
    37,238
    
    
    
    1,664
    
    
    
    9.01Total interest bearing
liabilities
    
    
    4,571,041
    
    
    
    83,290
    
    
    
    3.67
    
    
    
    4,263,356
    
    
    
    65,461
    
    
    
    3.10Demand deposits
    
    
    989,490
    
    
    
    
    
    
    
    
    
    
    
    1,087,755Non-interest bearing
other
liabilities
    
    
    53,495
    
    
    
    
    
    
    
    
    
    
    
    60,831Total Liabilities
    
    
    5,614,026
    
    
    
    
    
    
    
    
    
    
    
    5,411,942Stockholders equity
    
    
    573,049
    
    
    
    
    
    
    
    
    
    
    
    553,316Total liabilities and
stockholders equity
    
    $
    6,187,075
    
    
    
    
    
    
    
    
    
    
    $
    5,965,258Net interest income/netInterest spread
    
    
    
    
    
    $
    107,061
    
    
    
    3.03
    %
    
    
    
    
    
    $
    113,668
    
    
    
    3.39
    %Tax equivalent
adjustment
    
    
    
    
    
    
    (4,077
    )
    
    
    
    
    
    
    
    
    
    
    (4,042
    )Capitalized interest
from real estate
Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    769Net interest income
    
    
    
    
    
    $
    102,984
    
    
    
    
    
    
    
    
    
    
    $
    110,395MarginInterest
income/interest
earning assets
    
    
    
    
    
    
    
    
    
    
    6.70
    %
    
    
    
    
    
    
    
    
    
    
    6.48
    %Interest
expense/interest
earning assets
    
    
    
    
    
    
    
    
    
    
    2.96
    
    
    
    
    
    
    
    
    
    
    
    2.39Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.74
    %
    
    
    
    
    
    
    
    
    
    
    4.09
    %Net interest margin
(tax equivalent)
excluding secured
borrowings
    
    
    
    
    
    
    
    
    
    
    3.74
    %
    
    
    
    
    
    
    
    
    
    
    4.14
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 61




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##### Table of Contents



For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
  Provision for Loan Losses
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Balance, beginning of period
    
    $
    50,373
    
    
    $
    41,889
    
    
    $
    43,602
    
    
    $
    41,192Loans charged-off
    
    
    (1,797
    )
    
    
    (350
    )
    
    
    (2,924
    )
    
    
    (716
    )Recoveries of loans previously
charged-off
    
    
    1,261
    
    
    
    493
    
    
    
    1,698
    
    
    
    1,393Net (charge-offs) recoveries
    
    
    (536
    )
    
    
    143
    
    
    
    (1,226
    )
    
    
    677Provision for (recovery from) loan losses
    
    
    4,917
    
    
    
    (20
    )
    
    
    12,378
    
    
    
    143Balance, end of period
    
    $
    54,754
    
    
    $
    42,012
    
    
    $
    54,754
    
    
    $
    42,012
     62




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##### Table of Contents



June 30,
    
    
    December 31,2007
    
    
    2006NONPERFORMING ASSETSNon-accrual:Tax certificates
    
    $
    711
    
    
    $
    632Loans
    
    
    21,806
    
    
    
    4,436Total non-accrual
    
    
    22,517
    
    
    
    5,068Repossessed assets:Real estate owned
    
    
    23,886
    
    
    
    21,747Total nonperforming assets, net
    
    $
    46,403
    
    
    $
    26,815AllowancesAllowance for loan losses
    
    $
    54,754
    
    
    $
    43,602Allowance for tax certificate loses
    
    
    3,829
    
    
    
    3,699Total allowances
    
    $
    58,583
    
    
    $
    47,301POTENTIAL PROBLEM LOANSContractually past due 90 days or more
    
    $
    164
    
    
    $
    Performing impaired loans
    
    
    4,596
    
    
    
    163Restructured loans
    
    
    3,588
    
    
    
    TOTAL POTENTIAL PROBLEM LOANS
    
    $
    8,348
    
    
    $
    163
    63




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##### Table of Contents



BankAtlantics Non-Interest Income
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeService charges on
deposits
    
    $
    25,808
    
    
    $
    21,274
    
    
    $
    4,534
    
    
    $
    50,403
    
    
    $
    40,373
    
    
    $
    10,030Other service charges
and fees
    
    
    7,524
    
    
    
    7,353
    
    
    
    171
    
    
    
    14,557
    
    
    
    13,575
    
    
    
    982Securities
activities, net
    
    
    212
    
    
    
    458
    
    
    
    (246
    )
    
    
    833
    
    
    
    457
    
    
    
    376Other
    
    
    3,140
    
    
    
    5,875
    
    
    
    (2,735
    )
    
    
    5,938
    
    
    
    7,563
    
    
    
    (1,625
    )Non-interest income
    
    $
    36,684
    
    
    $
    34,960
    
    
    $
    1,724
    
    
    $
    71,731
    
    
    $
    61,968
    
    
    $
    9,763
     64




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##### Table of Contents



BankAtlantics Non-Interest Expense
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeEmployee compensation
and benefits
    
    $
    36,628
    
    
    $
    36,529
    
    
    $
    99
    
    
    $
    77,292
    
    
    $
    70,878
    
    
    $
    6,414Occupancy and equipment
    
    
    15,923
    
    
    
    13,424
    
    
    
    2,499
    
    
    
    31,865
    
    
    
    26,034
    
    
    
    5,831Advertising and promotion
    
    
    4,079
    
    
    
    7,205
    
    
    
    (3,126
    )
    
    
    9,867
    
    
    
    15,729
    
    
    
    (5,862
    )Professional fees
    
    
    1,233
    
    
    
    2,109
    
    
    
    (876
    )
    
    
    2,853
    
    
    
    4,320
    
    
    
    (1,467
    )Check losses
    
    
    2,731
    
    
    
    1,875
    
    
    
    856
    
    
    
    4,588
    
    
    
    3,121
    
    
    
    1,467Supplies and postage
    
    
    1,629
    
    
    
    1,728
    
    
    
    (99
    )
    
    
    3,479
    
    
    
    3,382
    
    
    
    97Telecommunication
    
    
    1,548
    
    
    
    1,155
    
    
    
    393
    
    
    
    2,927
    
    
    
    2,306
    
    
    
    621One-time termination
benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,553
    
    
    
    
    
    
    
    2,553Impairment of real
estate held
for development and sale
    
    
    1,056
    
    
    
    
    
    
    
    1056
    
    
    
    1,056
    
    
    
    
    
    
    
    1,056Other
    
    
    6,695
    
    
    
    8,236
    
    
    
    (1,541
    )
    
    
    13,812
    
    
    
    14,290
    
    
    
    (478
    )Non-interest expense
    
    $
    71,522
    
    
    $
    72,261
    
    
    $
    (739
    )
    
    $
    150,292
    
    
    $
    140,060
    
    
    $
    10,232
        65




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##### Table of Contents



BankAtlantics Provision for Income Taxes
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeIncome before income taxes
    
    $
    11,159
    
    
    $
    17,976
    
    
    $
    (6,817
    )
    
    $
    12,045
    
    
    $
    32,159
    
    
    $
    (20,114
    )Provision for income taxes
    
    
    754
    
    
    
    5,272
    
    
    
    (4,518
    )
    
    
    1,001
    
    
    
    9,293
    
    
    
    (8,292
    )BankAtlantic net income
    
    $
    10,405
    
    
    $
    12,704
    
    
    $
    (2,299
    )
    
    $
    11,044
    
    
    $
    22,866
    
    
    $
    (11,822
    )Effective tax rate
    
    
    6.76
    %
    
    
    29.33
    %
    
    
    -22.57
    %
    
    
    8.31
    %
    
    
    28.90
    %
    
    
    -20.59
    %
  Parent Company Results of Operations
 For the Three Months
    
    
    For the Six Months(in thousands)
    
    Ended June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeNet interest income (expense)
    
    $
    (4,861
    )
    
    $
    (4,798
    )
    
    $
    (63
    )
    
    $
    (9,785
    )
    
    $
    (9,416
    )
    
    $
    (369
    )Non-interest income
    
    
    9,043
    
    
    
    2,673
    
    
    
    6,370
    
    
    
    10,959
    
    
    
    6,036
    
    
    
    4,923Non-interest expense
    
    
    1,898
    
    
    
    1,840
    
    
    
    58
    
    
    
    2,832
    
    
    
    3,800
    
    
    
    (968
    )Income (loss) before income taxes
    
    
    2,284
    
    
    
    (3,965
    )
    
    
    6,249
    
    
    
    (1,658
    )
    
    
    (7,180
    )
    
    
    5,522Income tax expense (benefit)
    
    
    961
    
    
    
    (1,702
    )
    
    
    2,663
    
    
    
    (138
    )
    
    
    (2,776
    )
    
    
    2,638Parent company (loss)
    
    $
    1,323
    
    
    $
    (2,263
    )
    
    $
    3,586
    
    
    $
    (1,520
    )
    
    $
    (4,404
    )
    
    $
    2,884
  66




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##### Table of Contents



BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents resulting from the Parent Companys issuance of
$25 million of junior subordinated debentures and temporarily investing the funds in
short term investments;
    
    Increase in securities available for sale reflecting Stifel common stock received upon
the sale of Ryan Beck and the purchase of agency securities partially offset by the sale
of Parent Company equity investment securities to fund the Companys Class A common
stock repurchase program;
    
    Increase in investment securities at cost reflecting Stifel equity securities received
upon the sale of Ryan Beck which are subject to contractual restrictions limiting sales;
    
    Increase in tax certificate balances primarily due to purchases of Florida tax certificates;
    
    Lower investment in FHLB stock related to repayments of FHLB advances;
    
    Increase in loan receivable balances associated with higher purchased residential,
small business and home equity loan balances partially offset by lower commercial real
estate loan balances;
    
    Increase in office properties and equipment associated with BankAtlantics store
expansion initiatives;
    
    Increase in deferred tax assets primarily resulting from the increase in the allowance
for loan losses; and
    
    Decrease in discontinued operations assets held for sale reflecting the sale of Ryan
Beck to Stifel.
  
    
    Lower non-interest-bearing deposit balances reflecting the migration of deposits to
higher yielding products as a result of a competitive interest rate environment;
    
    Higher interest-bearing deposit balances primarily associated with increased high
yield savings and certificates of deposit balances primarily reflecting transfers of
customer deposit balances to higher yielding products;
    
    Decrease in FHLB advances and short term borrowings due to deposit growth;
    
    Increase in subordinated debentures and bonds payable primarily associated with the
Parent Companys issuance of $25 million of junior subordinated debentures; and
    
    Decrease in discontinued operations liabilities held for sale reflecting the sale of
Ryan Beck to Stifel.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
  67




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##### Table of Contents



BankAtlantic Liquidity and Capital Resources
   68




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##### Table of Contents



Minimum RatiosAdequately
    
    
    WellActual
    
    
    Capitalized
    
    
    CapitalizedAmount
    
    
    Ratio
    
    
    Ratio
    
    
    RatioAt June 30, 2007:Total risk-based capital
    
    $
    536,918
    
    
    
    12.34
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    462,185
    
    
    
    10.62
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    462,185
    
    
    
    7.48
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    462,185
    
    
    
    7.48
    %
    
    
    4.00
    %
    
    
    5.00
    %At December 31, 2006:Total risk-based capital
    
    $
    529,497
    
    
    
    12.08
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based
capital
    
    $
    460,359
    
    
    
    10.50
    %
    
    
    4.00
    %
    
    
    6.00
    %Tangible capital
    
    $
    460,359
    
    
    
    7.55
    %
    
    
    1.50
    %
    
    
    1.50
    %Core capital
    
    $
    460,359
    
    
    
    7.55
    %
    
    
    4.00
    %
    
    
    5.00
    %
  Off Balance Sheet Arrangements  Contractual Obligations as of June 30, 2007
 (in thousands)
    
    Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsTime deposits
    
    $
    1,000,278
    
    
    $
    855,109
    
    
    $
    111,093
    
    
    $
    33,964
    
    
    $
    112Long-term debt
    
    
    318,437
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    318,437Advances from FHLB (1)
    
    
    1,397,051
    
    
    
    1,365,051
    
    
    
    
    
    
    
    32,000
    
    
    
    Operating lease obligations
    
    
    147,515
    
    
    
    9,616
    
    
    
    21,219
    
    
    
    17,319
    
    
    
    99,361Pension obligation
    
    
    14,336
    
    
    
    938
    
    
    
    2,220
    
    
    
    2,848
    
    
    
    8,330Other obligations
    
    
    33,694
    
    
    
    12,494
    
    
    
    8,400
    
    
    
    6,400
    
    
    
    6,400Total contractual cash
obligations
    
    $
    2,911,311
    
    
    $
    2,243,208
    
    
    $
    142,932
    
    
    $
    92,531
    
    
    $
    432,640
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 69




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Homebuilding & Real Estate Development
 Our Homebuilding & Real Estate Development activities are comprised of the
operations of Levitt Corporation. Levitt present its results in four reportable segments and its
results of operations are consolidated with BFC Financial Corporation. The only assets available to
BFC Financial Corporation are dividends when and if paid by Levitt. Levitt is a separate public
company and its management prepared the following discussion regarding Levitt which was included in
Levitts Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed with the
Securities and Exchange Commission. Accordingly, references to the Company, we, us or our
in the following discussion under the caption Homebuilding & Real Estate Development are
references to Levitt and its subsidiaries, and are not references to BFC Financial Corporation.
   70




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.
 Executive Overview
    71




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##### Table of Contents



Financial and Non-Financial Metrics
  Homebuilding Overview
     72




---



##### Table of Contents



Land Development Overview
     73




---



##### Table of Contents



Accounting for the Impairment or Disposal of Long-Lived Assets
 Critical Accounting Policies and Estimates
  Inventory of real estate
 Accounting for the
Impairment or Disposal of Long-Lived Assets
  
    
    historical project performance, including traffic trends and conversions rates, sales,
selling prices including incentive and discount programs, and cancellation trends,
    
    competitors presence and their competitive actions,
 74




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
    
    project specific attributes such as location desirability, market segment (active adult
vs. family) and product type (single family detached vs. town home), and
    
    current local market economic and demographic conditions, including interest rates,
in-migration trends and job growth, and related trends and forecasts.
    
    
    estimated average future sales prices were based on current sales prices with
significant discounts and incentives continuing through 2009 followed by average sales
price increases ranging from nominal to 4% in 2010 and beyond. Discounting activity is
assumed to gradually diminish beginning in the second half of 2009;
    
    estimated future construction and land development costs were kept relatively
consistent throughout the entire project;
    
    estimates of average (unweighted) gross margin percentages ranging between 8% and 11%
in the early years and 14% and higher in 2011 and beyond;
    
    estimated future sales rates were projected to decline in 2007 and 2008, with more
than 50% of projects projected to average less than 80 units per year. Sales rates
were projected to improve in 2009, with only 25% of projects selling less than 80
units per year, and then stabilizing beginning in 2010.
   75




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CONSOLIDATED RESULTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    125,364
    
    
    
    130,658
    
    
    
    (5,294
    )
    
    
    266,662
    
    
    
    256,201
    
    
    
    10,461Other revenues
    
    
    2,476
    
    
    
    2,556
    
    
    
    (80
    )
    
    
    4,973
    
    
    
    4,507
    
    
    
    466Total revenues
    
    
    127,840
    
    
    
    133,214
    
    
    
    (5,374
    )
    
    
    271,635
    
    
    
    260,708
    
    
    
    10,927Costs and expensesCost of sales of real estate
    
    
    171,594
    
    
    
    105,652
    
    
    
    65,942
    
    
    
    284,502
    
    
    
    207,707
    
    
    
    76,795Selling, general and
administrative expenses
    
    
    33,609
    
    
    
    31,012
    
    
    
    2,597
    
    
    
    66,515
    
    
    
    57,767
    
    
    
    8,748Other expenses
    
    
    413
    
    
    
    1,923
    
    
    
    (1,510
    )
    
    
    895
    
    
    
    2,549
    
    
    
    (1,654
    )Total costs and expenses
    
    
    205,616
    
    
    
    138,587
    
    
    
    67,029
    
    
    
    351,912
    
    
    
    268,023
    
    
    
    83,889Earnings from Bluegreen
Corporation
    
    
    1,357
    
    
    
    2,152
    
    
    
    (795
    )
    
    
    3,101
    
    
    
    2,103
    
    
    
    998Interest and other income
    
    
    3,299
    
    
    
    2,129
    
    
    
    1,170
    
    
    
    5,641
    
    
    
    3,018
    
    
    
    2,623Loss before income taxes
    
    
    (73,120
    )
    
    
    (1,092
    )
    
    
    (72,028
    )
    
    
    (71,535
    )
    
    
    (2,194
    )
    
    
    (69,341
    )Benefit for income taxes
    
    
    15,033
    
    
    
    355
    
    
    
    14,678
    
    
    
    14,424
    
    
    
    797
    
    
    
    13,627Net loss
    
    $
    (58,087
    )
    
    
    (737
    )
    
    
    (57,350
    )
    
    
    (57,111
    )
    
    
    (1,397
    )
    
    
    (55,714
    )
 For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
    76




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77




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##### Table of Contents



For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
   78




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##### Table of Contents



79




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##### Table of Contents



Accounting for Real Estate Time-Sharing
Transactions
   80




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##### Table of Contents



PRIMARY HOMEBUILDING RESULTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands, except unit information)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    114,805
    
    
    
    102,287
    
    
    
    12,518
    
    
    
    227,317
    
    
    
    193,132
    
    
    
    34,185Other revenues
    
    
    877
    
    
    
    1,018
    
    
    
    (141
    )
    
    
    1,599
    
    
    
    2,026
    
    
    
    (427
    )Total revenues
    
    
    115,682
    
    
    
    103,305
    
    
    
    12,377
    
    
    
    228,916
    
    
    
    195,158
    
    
    
    33,758Costs and expensesCost of sales of real estate
    
    
    162,323
    
    
    
    80,076
    
    
    
    82,247
    
    
    
    249,275
    
    
    
    152,368
    
    
    
    96,907Selling, general and administrative expenses
    
    
    20,675
    
    
    
    17,217
    
    
    
    3,458
    
    
    
    39,096
    
    
    
    31,206
    
    
    
    7,890Other expenses
    
    
    413
    
    
    
    616
    
    
    
    (203
    )
    
    
    895
    
    
    
    1,242
    
    
    
    (347
    )Total costs and expenses
    
    
    183,411
    
    
    
    97,909
    
    
    
    85,502
    
    
    
    289,266
    
    
    
    184,816
    
    
    
    104,450Interest and other income
    
    
    2,560
    
    
    
    226
    
    
    
    2,334
    
    
    
    4,201
    
    
    
    367
    
    
    
    3,834(Loss) income before income taxes
    
    
    (65,169
    )
    
    
    5,622
    
    
    
    (70,791
    )
    
    
    (56,149
    )
    
    
    10,709
    
    
    
    (66,858
    )Benefit (provision) for income taxes
    
    
    13,353
    
    
    
    (2,253
    )
    
    
    15,606
    
    
    
    9,814
    
    
    
    (4,131
    )
    
    
    13,945Net (loss) income
    
    $
    (51,816
    )
    
    
    3,369
    
    
    
    (55,185
    )
    
    
    (46,335
    )
    
    
    6,578
    
    
    
    (52,913
    )Homes delivered (units)
    
    
    335
    
    
    
    326
    
    
    
    9
    
    
    
    650
    
    
    
    634
    
    
    
    16Construction starts (units)
    
    
    175
    
    
    
    447
    
    
    
    (272
    )
    
    
    377
    
    
    
    786
    
    
    
    (409
    )Average selling price of homes
delivered
    
    $
    343
    
    
    
    314
    
    
    
    29
    
    
    
    350
    
    
    
    305
    
    
    
    45Margin percentage
    
    
    (41.4
    %)
    
    
    21.7
    %
    
    
    (63.1
    %)
    
    
    (9.7
    %)
    
    
    21.1
    %
    
    
    (30.8
    %)Gross orders (units)
    
    
    399
    
    
    
    302
    
    
    
    97
    
    
    
    594
    
    
    
    754
    
    
    
    (160
    )Gross orders (value)
    
    $
    106,134
    
    
    
    94,570
    
    
    
    11,564
    
    
    
    172,650
    
    
    
    243,527
    
    
    
    (70,877
    )Cancellations (units)
    
    
    156
    
    
    
    52
    
    
    
    104
    
    
    
    250
    
    
    
    85
    
    
    
    165Net orders (units)
    
    
    243
    
    
    
    250
    
    
    
    (7
    )
    
    
    344
    
    
    
    669
    
    
    
    (325
    )Backlog of homes (units)
    
    
    820
    
    
    
    1,634
    
    
    
    (814
    )
    
    
    820
    
    
    
    1,634
    
    
    
    (814
    )Backlog of homes (value)
    
    $
    270,907
    
    
    
    571,109
    
    
    
    (300,202
    )
    
    
    270,907
    
    
    
    571,109
    
    
    
    (300,202
    )
 For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
  81




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82




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##### Table of Contents



For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
       83




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##### Table of Contents



TENNESSEE HOMEBUILDING RESULTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands, except unit information)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    8,848
    
    
    
    14,287
    
    
    
    (5,439
    )
    
    
    30,505
    
    
    
    41,717
    
    
    
    (11,212
    )Total revenues
    
    
    8,848
    
    
    
    14,287
    
    
    
    (5,439
    )
    
    
    30,505
    
    
    
    41,717
    
    
    
    (11,212
    )Costs and expensesCost of sales of real estate
    
    
    8,683
    
    
    
    17,285
    
    
    
    (8,602
    )
    
    
    29,334
    
    
    
    41,490
    
    
    
    (12,156
    )Selling, general and administrative expenses
    
    
    1,980
    
    
    
    3,351
    
    
    
    (1,371
    )
    
    
    3,864
    
    
    
    6,934
    
    
    
    (3,070
    )Other expenses
    
    
    
    
    
    
    1,307
    
    
    
    (1,307
    )
    
    
    
    
    
    
    1,307
    
    
    
    (1,307
    )Total costs and expenses
    
    
    10,663
    
    
    
    21,943
    
    
    
    (11,280
    )
    
    
    33,198
    
    
    
    49,731
    
    
    
    (16,533
    )Interest and other income
    
    
    23
    
    
    
    22
    
    
    
    1
    
    
    
    52
    
    
    
    58
    
    
    
    (6
    )Loss before income taxes
    
    
    (1,792
    )
    
    
    (7,634
    )
    
    
    5,842
    
    
    
    (2,641
    )
    
    
    (7,956
    )
    
    
    5,315Benefit for income taxes
    
    
    596
    
    
    
    2,338
    
    
    
    (1,742
    )
    
    
    924
    
    
    
    2,462
    
    
    
    (1,538
    )Net loss
    
    $
    (1,196
    )
    
    
    (5,296
    )
    
    
    4,100
    
    
    
    (1,717
    )
    
    
    (5,494
    )
    
    
    3,777Homes delivered (units)
    
    
    44
    
    
    
    66
    
    
    
    (22
    )
    
    
    91
    
    
    
    197
    
    
    
    (106
    )Construction starts (units)
    
    
    60
    
    
    
    85
    
    
    
    (25
    )
    
    
    112
    
    
    
    136
    
    
    
    (24
    )Average selling price of homes
delivered (a)
    
    $
    201
    
    
    
    216
    
    
    
    (15
    )
    
    
    214
    
    
    
    212
    
    
    
    2Margin percentage (a)
    
    
    1.9
    %
    
    
    (21.0
    )%
    
    
    22.9
    %
    
    
    6.0
    %
    
    
    0.5
    %
    
    
    5.5
    %Gross orders (units)
    
    
    79
    
    
    
    121
    
    
    
    (42
    )
    
    
    169
    
    
    
    254
    
    
    
    (85
    )Gross orders (value)
    
    $
    16,291
    
    
    
    25,041
    
    
    
    (8,750
    )
    
    
    36,634
    
    
    
    51,357
    
    
    
    (14,723
    )Cancellations (units)
    
    
    31
    
    
    
    39
    
    
    
    (8
    )
    
    
    63
    
    
    
    85
    
    
    
    (22
    )Net orders (units)
    
    
    48
    
    
    
    82
    
    
    
    (34
    )
    
    
    106
    
    
    
    169
    
    
    
    (63
    )Backlog of homes (units)
    
    
    137
    
    
    
    165
    
    
    
    (28
    )
    
    
    137
    
    
    
    165
    
    
    
    (28
    )Backlog of homes (value)
    
    $
    26,925
    
    
    
    38,058
    
    
    
    (11,133
    )
    
    
    26,925
    
    
    
    38,058
    
    
    
    (11,133
    )
 
 (a)
    
    Calculation for the six months ended June 30, 2007 excludes $11.1 million land sale,
which generated no margin. No comparable land sales occurred in the six months ended June
30, 2006. 84




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For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
        For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
  85




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##### Table of Contents



86




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##### Table of Contents



LAND DIVISION RESULTS OF OPERATIONS
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands, except acres information)
    
    
    
    
    

    (Unaudited)
    
    
    
    
    
    
    
    
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    1,917
    
    
    
    14,086
    
    
    
    (12,169
    )
    
    
    2,694
    
    
    
    21,358
    
    
    
    (18,664
    )Other revenues
    
    
    1,640
    
    
    
    1,101
    
    
    
    539
    
    
    
    3,142
    
    
    
    1,721
    
    
    
    1,421Total revenues
    
    
    3,557
    
    
    
    15,187
    
    
    
    (11,630
    )
    
    
    5,836
    
    
    
    23,079
    
    
    
    (17,243
    )Costs and expensesCost of sales of real estate
    
    
    483
    
    
    
    7,718
    
    
    
    (7,235
    )
    
    
    555
    
    
    
    12,737
    
    
    
    (12,182
    )Selling, general and administrative expenses
    
    
    4,088
    
    
    
    3,580
    
    
    
    508
    
    
    
    8,453
    
    
    
    6,366
    
    
    
    2,087Interest expense
    
    
    807
    
    
    
    
    
    
    
    807
    
    
    
    1,022
    
    
    
    
    
    
    
    1,022Total costs and expenses
    
    
    5,378
    
    
    
    11,298
    
    
    
    (5,920
    )
    
    
    10,030
    
    
    
    19,103
    
    
    
    (9,073
    )Interest and other income
    
    
    1,119
    
    
    
    1,556
    
    
    
    (437
    )
    
    
    2,067
    
    
    
    1,924
    
    
    
    143(Loss) income before income taxes
    
    
    (702
    )
    
    
    5,445
    
    
    
    (6,147
    )
    
    
    (2,127
    )
    
    
    5,900
    
    
    
    (8,027
    )Benefit (provision) for income taxes
    
    
    328
    
    
    
    (2,068
    )
    
    
    2,396
    
    
    
    896
    
    
    
    (2,205
    )
    
    
    3,101Net (loss) income
    
    $
    (374
    )
    
    
    3,377
    
    
    
    (3,751
    )
    
    
    (1,231
    )
    
    
    3,695
    
    
    
    (4,926
    )Acres sold
    
    
    1
    
    
    
    48.5
    
    
    
    (47.5
    )
    
    
    1
    
    
    
    105
    
    
    
    (104
    )Margin percentage
    
    
    74.8
    %
    
    
    45.2
    %
    
    
    29.6
    %
    
    
    79.4
    %
    
    
    40.4
    %
    
    
    39.0
    %Unsold saleable acres (a)
    
    
    6,870
    
    
    
    7,138
    
    
    
    (268
    )
    
    
    6,870
    
    
    
    7,138
    
    
    
    (268
    )Acres subject to sales contracts  third
parties
    
    
    98
    
    
    
    84
    
    
    
    14
    
    
    
    98
    
    
    
    84
    
    
    
    14Aggregate sales price of acres subject
to sales contracts to third parties
    
    $
    29,013
    
    
    
    15,387
    
    
    
    13,626
    
    
    
    29,013
    
    
    
    15,387
    
    
    
    13,626
 
 (a)
    
    Includes approximately 51 acres related to assets held for sale as of June 30, 2007. For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
    87




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For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
   88




---



##### Table of Contents



89




---



##### Table of Contents



OTHER OPERATIONS RESULTS OF OPERATIONS
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2007
    
    
    2006
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    Change(In thousands)
    
    (Unaudited)
    
    
    (Unaudited)RevenuesSales of real estate
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    6,574
    
    
    
    
    
    
    
    6,574Other revenues
    
    
    142
    
    
    
    459
    
    
    
    (317
    )
    
    
    435
    
    
    
    796
    
    
    
    (361
    )Total revenues
    
    
    142
    
    
    
    459
    
    
    
    (317
    )
    
    
    7,009
    
    
    
    796
    
    
    
    6,213Costs and expensesCost of sales of real estate
    
    
    1,018
    
    
    
    656
    
    
    
    362
    
    
    
    6,519
    
    
    
    1,298
    
    
    
    5,221Selling, general and administrative expenses
    
    
    6,928
    
    
    
    6,863
    
    
    
    65
    
    
    
    15,164
    
    
    
    13,260
    
    
    
    1,904Total costs and expenses
    
    
    7,946
    
    
    
    7,519
    
    
    
    427
    
    
    
    21,683
    
    
    
    14,558
    
    
    
    7,125Earnings from Bluegreen Corporation
    
    
    1,357
    
    
    
    2,152
    
    
    
    (795
    )
    
    
    3,101
    
    
    
    2,103
    
    
    
    998Interest and other income
    
    
    403
    
    
    
    323
    
    
    
    80
    
    
    
    648
    
    
    
    668
    
    
    
    (20
    )Loss before income taxes
    
    
    (6,044
    )
    
    
    (4,585
    )
    
    
    (1,459
    )
    
    
    (10,925
    )
    
    
    (10,991
    )
    
    
    66Benefit for income taxes
    
    
    1,042
    
    
    
    2,371
    
    
    
    (1,329
    )
    
    
    2,906
    
    
    
    4,735
    
    
    
    (1,829
    )Net loss
    
    $
    (5,002
    )
    
    
    (2,214
    )
    
    
    (2,788
    )
    
    
    (8,019
    )
    
    
    (6,256
    )
    
    
    (1,763
    )
  For the Three Months Ended June 30, 2007 Compared to the Same 2006 Period:
    90




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For the Six Months Ended June 30, 2007 Compared to the Same 2006 Period:
    Accounting for Real Estate Time-Sharing
Transactions
  91




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FINANCIAL CONDITION
 June 30, 2007 compared to December 31, 2006
  
    
    a net increase in cash and cash equivalents of $13.2 million, which resulted from
cash provided by financing activities, offset in part by cash used in operations and
investing activities;
    
    a net decrease in inventory of real estate of approximately $45.8 million which
primarily reflected non-cash inventory related impairment charges of $63.3 million
recorded by our Homebuilding Division;
    
    an increase of $4.0 million in property and equipment associated with increased
investment in commercial properties under construction at Core Communities, and support
for infrastructure in our master planned communities; and
    
    an increase of $23.4 million in assets held for sale related to the development of
two commercial projects currently held for sale.
   
    
    a net increase in notes and mortgage notes payable of $65.4 million, primarily
related to project debt associated with development activities;
    
    a decrease of $16.3 million in customer deposits reflecting fewer orders for new
homes;
    
    a net decrease in other accrued liabilities of approximately $4.2 million
attributable to decreased incentive compensation accruals, decreased construction
related accruals, and decreased professional services accruals related to the
consultants retained in 2006 for our technology upgrade; and
    
    an increase of $20.8 million in liabilities related to assets held for sale.
 92




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LIQUIDITY AND CAPITAL RESOURCES
    Operating Activities
 93




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Investing Activities.
 Financing Activities.
   94




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95




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Off Balance Sheet Arrangements and Contractual Obligations
   Payments due by periodLess than
    
    
    2 - 3
    
    
    4 - 5
    
    
    More thanCategory
    
    Total
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 yearsLong-term debt obligations (1) (2)
    
    $
    654,093
    
    
    
    17,816
    
    
    
    413,774
    
    
    
    112,566
    
    
    
    109,937Operating lease obligations
    
    
    8,030
    
    
    
    2,565
    
    
    
    3,079
    
    
    
    1,025
    
    
    
    1,361Purchase obligations
    
    
    14,220
    
    
    
    14,220
    
    
    
    
    
    
    
    
    
    
    
    Total Obligations
    
    $
    676,343
    
    
    
    34,601
    
    
    
    416,853
    
    
    
    113,591
    
    
    
    111,298
 
 (1)
    
    Amounts exclude interest because terms of repayment are based on construction activity and
sales volume. In addition, a large portion of our debt is based on variable rates.(2)
    
    These amounts represent scheduled principal payments and some of those borrowings require the
repayment of specified amounts upon a sale of portions of the property securing those
obligations.   96




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  BFC
    BankAtlantic Bancorp
   97




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Levitt
   98




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Item 4. Controls and Procedure
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  99




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 Exhibit 31.1 *
    
    Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002Exhibit 31.2 *
    
    Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002Exhibit 31.3 *
    
    Chief Accounting Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002Exhibit 32.1 **
    
    Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002Exhibit 32.2 **
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002Exhibit 32.3 **
    
    Chief Accounting Officer Certification pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Exhibits filed with this Form 10-Q**
    
    Exhibit furnished with this Form 10-Q 100




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SIGNATURES
  BFC FINANCIAL CORPORATIONDate: August 9, 2007
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive Officer Date: August 9, 2007
    By:
    /s/  George P. ScanlonGeorge P. Scanlon, Executive Vice Presidentand Chief Financial Officer Date: August 9, 2007
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer 101