##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarter Ended September 30, 2010
 OR
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number
001-09071
 BFC Financial Corporation
  Florida
    
    59-2022148(State or other jurisdiction of incorporation or
    
    (IRS Employer Identification Number)organization)2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of Principal executive office)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 Not Applicable
  þ o
  o o
  Large accelerated filer o

Accelerated filer o

Non-accelerated filer o(Do not check if a smaller reporting company)

Smaller reporting company þ
  o þ




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##### 



BFC Financial Corporation
  PART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Consolidated Statements of Financial Condition as of
September 30, 2010 and December 31, 2009  Unaudited
    
    
    3Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 2010 and 2009  Unaudited
    
    
    4Consolidated Statements of Comprehensive Loss for the Three
and Nine Months Ended September 30, 2010 and 2009 
Unaudited
    
    
    6Consolidated Statement of Changes in Equity for the Nine
Months Ended September 30, 2010  Unaudited
    
    
    7Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2010 and 2009  Unaudited
    
    
    8Notes to Unaudited Consolidated Financial Statements
    
    
    10Item 2. Managements Discussion and Analysis of
Financial Condition and
Results of Operations
    
    
    57Item 4T. Controls and Procedures
    
    
    114PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    115Item 1A. Risk Factors
    
    
    116Item 6. Exhibits
    
    
    117SIGNATURESEX-31.1EX-31.2EX-31.3EX-32.1EX-32.2EX-32.3
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 BFC Financial Corporation
 
 Consolidated Statements of Financial Condition  Unaudited
 (In thousands, except share data)
 September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCash and cash equivalents
    
    $
    385,874
    
    
    
    316,080Interest bearing deposits at other financial institutions
    
    
    47,990
    
    
    
    Restricted cash
    
    
    62,748
    
    
    
    24,020Securities available for sale, at fair value
    
    
    490,634
    
    
    
    346,375Derivatives, at fair value
    
    
    95
    
    
    
    Investment securities at cost (fair value: $1,981 in 2010 and $9,654 in 2009)
    
    
    1,981
    
    
    
    9,654Current income tax receivable
    
    
    9,399
    
    
    
    64,006Tax certificates, net of allowance of $8,452 in 2010 and $6,781 in 2009
    
    
    104,681
    
    
    
    110,991Federal Home Loan Bank (FHLB) stock, at cost which approximates fair value
    
    
    45,259
    
    
    
    48,751Loans held for sale
    
    
    2,839
    
    
    
    4,547Loans receivable, net of allowance for loan losses of
$185,947 in 2010 and $187,218 in 2009
    
    
    3,226,715
    
    
    
    3,678,894Notes receivable including gross securitized notes,
net of allowance of $80,754 in 2010 and $3,986 in 2009
    
    
    598,693
    
    
    
    277,274Retained interest in notes receivable sold
    
    
    
    
    
    
    26,340Accrued interest receivable
    
    
    23,290
    
    
    
    32,279Real estate inventory
    
    
    460,712
    
    
    
    494,291Real estate owned and other repossessed assets
    
    
    67,783
    
    
    
    46,477Investments in unconsolidated affiliates
    
    
    12,776
    
    
    
    15,272Properties and equipment, net
    
    
    236,636
    
    
    
    289,209Goodwill
    
    
    12,241
    
    
    
    12,241Intangible assets, net
    
    
    78,016
    
    
    
    81,686Assets held for sale
    
    
    37,209
    
    
    
    Assets held for sale from discontinued operations
    
    
    
    
    
    
    71,900Other assets
    
    
    96,619
    
    
    
    96,750Total assets
    
    $
    6,002,190
    
    
    
    6,047,037Assets of consolidated variable interest entities (VIEs) included in
total assets aboveRestricted cash
    
    $
    39,388Securitized notes receivable, gross
    
    
    551,899Total assets of consolidated VIEs
    
    $
    591,287LIABILITIES AND EQUITYLiabilities:Interest bearing deposits
    
    $
    2,688,407
    
    
    
    3,133,360Non-interest bearing deposits
    
    
    805,501
    
    
    
    815,458Deposits held for sale
    
    
    339,360
    
    
    
    Total deposits
    
    
    3,833,268
    
    
    
    3,948,818Advances from FHLB
    
    
    180,000
    
    
    
    282,012Securities sold under agreements to repurchase
    
    
    19,138
    
    
    
    24,468Short-term borrowings
    
    
    1,810
    
    
    
    2,803Receivable-backed notes payable
    
    
    590,052
    
    
    
    237,416Notes and mortgage notes payable and other borrowings
    
    
    357,123
    
    
    
    395,361Junior subordinated debentures
    
    
    457,699
    
    
    
    447,211Deferred income taxes
    
    
    32,514
    
    
    
    31,204Liabilities related to assets held for sale
    
    
    100
    
    
    
    Liabilities related to assets held for sale from discontinued operations
    
    
    
    
    
    
    76,351Other liabilities
    
    
    229,218
    
    
    
    186,453Total liabilities
    
    
    5,700,922
    
    
    
    5,632,097Commitments and contingenciesPreferred stock of $.01 par value; authorized - 10,000,000 shares:Redeemable 5% Cumulative Preferred Stock    $.01 par value;
authorized 15,000 shares; issued and outstanding 15,000 shares
with a redemption value of $1,000 per share
    
    
    11,029
    
    
    
    11,029Equity:Class A common stock of $.01 par value, authorized 150,000,000 shares;
issued and outstanding 68,521,497 in 2010 and 2009
    
    
    685
    
    
    
    685Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,859,751 in 2010 and 6,854,251 in 2009
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    230,589
    
    
    
    227,934(Accumulated deficit) retained earnings
    
    
    (50,729
    )
    
    
    16,608Accumulated other comprehensive income (loss)
    
    
    3,639
    
    
    
    (237
    )Total BFC Financial Corporation (BFC) shareholders equity
    
    
    184,253
    
    
    
    245,059Noncontrolling interests
    
    
    105,986
    
    
    
    158,852Total equity
    
    
    290,239
    
    
    
    403,911Total liabilities and equity
    
    $
    6,002,190
    
    
    
    6,047,037Liabilities of consolidated VIEs included in total liabilities aboveReceivable-backed notes payable
    
    $
    468,325Total liabilities of consolidated VIEs
    
    $
    468,325
 See Notes to Unaudited Consolidated Financial Statements.
 3




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##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Operations  Unaudited
 (In thousands, except per share data)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009RevenuesReal Estate and Other:Sales of real estate, net of estimated uncollectibles
    
    $
    57,919
    
    
    
    130
    
    
    
    130,089
    
    
    
    3,324Other resorts and communities operations revenue
    
    
    17,603
    
    
    
    
    
    
    
    50,546
    
    
    
    Other revenues
    
    
    15,942
    
    
    
    845
    
    
    
    40,021
    
    
    
    2,606Interest income
    
    
    20,869
    
    
    
    
    
    
    
    81,051
    
    
    
    112,333
    
    
    
    975
    
    
    
    301,707
    
    
    
    5,930Financial Services:Interest income
    
    
    44,706
    
    
    
    54,561
    
    
    
    136,441
    
    
    
    174,948Service charges on deposits
    
    
    15,214
    
    
    
    19,767
    
    
    
    45,764
    
    
    
    57,799Other service charges and fees
    
    
    7,495
    
    
    
    7,355
    
    
    
    22,612
    
    
    
    22,439Securities activities, net
    
    
    (552
    )
    
    
    4,774
    
    
    
    2,898
    
    
    
    9,906Other non-interest income
    
    
    4,708
    
    
    
    3,158
    
    
    
    9,725
    
    
    
    9,08771,571
    
    
    
    89,615
    
    
    
    217,440
    
    
    
    274,179Total revenues
    
    
    183,904
    
    
    
    90,590
    
    
    
    519,147
    
    
    
    280,109Costs and ExpensesReal Estate and Other:Cost of sales of real estate
    
    
    21,840
    
    
    
    31,664
    
    
    
    44,380
    
    
    
    33,658Cost of sales of other resorts and communities operations
    
    
    13,401
    
    
    
    
    
    
    
    38,456
    
    
    
    Interest expense
    
    
    24,847
    
    
    
    3,128
    
    
    
    64,847
    
    
    
    8,606Selling, general and administrative expenses
    
    
    67,790
    
    
    
    10,996
    
    
    
    184,394
    
    
    
    33,225Impairment of goodwill
    
    
    
    
    
    
    2,001
    
    
    
    
    
    
    
    2,001127,878
    
    
    
    47,789
    
    
    
    332,077
    
    
    
    77,490Financial Services:Interest expense
    
    
    9,126
    
    
    
    15,805
    
    
    
    30,921
    
    
    
    61,378Provision for loan losses
    
    
    24,410
    
    
    
    63,586
    
    
    
    103,718
    
    
    
    151,357Employee compensation and benefits
    
    
    23,549
    
    
    
    24,876
    
    
    
    74,082
    
    
    
    79,617Occupancy and equipment
    
    
    13,263
    
    
    
    14,553
    
    
    
    40,590
    
    
    
    44,306Advertising and promotion
    
    
    2,026
    
    
    
    1,549
    
    
    
    6,209
    
    
    
    6,360Check losses
    
    
    763
    
    
    
    1,146
    
    
    
    1,716
    
    
    
    2,981Professional fees
    
    
    6,209
    
    
    
    3,470
    
    
    
    13,920
    
    
    
    9,491Supplies and postage
    
    
    983
    
    
    
    1,035
    
    
    
    2,902
    
    
    
    3,038Telecommunication
    
    
    702
    
    
    
    353
    
    
    
    1,898
    
    
    
    1,637Cost associated with debt redemption
    
    
    
    
    
    
    5,431
    
    
    
    60
    
    
    
    7,463Provision for (recovery from) tax certificates
    
    
    885
    
    
    
    (198
    )
    
    
    3,752
    
    
    
    2,702Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,541Impairment of assets held for sale
    
    
    4,469
    
    
    
    
    
    
    
    4,469
    
    
    
    Impairment of real estate held for development and sale
    
    
    
    
    
    
    1,131
    
    
    
    1,511
    
    
    
    1,165Impairment of real estate owned
    
    
    500
    
    
    
    137
    
    
    
    1,864
    
    
    
    760Lease termination costs, net
    
    
    1,093
    
    
    
    383
    
    
    
    1,308
    
    
    
    1,684Employee termination costs
    
    
    2,103
    
    
    
    78
    
    
    
    2,103
    
    
    
    2,024FDIC special assessment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,428Other expenses
    
    
    6,617
    
    
    
    8,004
    
    
    
    23,049
    
    
    
    22,90096,698
    
    
    
    141,339
    
    
    
    314,072
    
    
    
    409,832Total costs and expenses
    
    
    224,576
    
    
    
    189,128
    
    
    
    646,149
    
    
    
    487,322
 (continued)
 See Notes to Unaudited Consolidated Financial Statements.
 4




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##### Table of Contents



BFC Financial Corporation
 Consolidated Statements of Operations  Unaudited
 (In thousands, except per share data)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Loss) gain on settlement of investment in Woodbridges subsidiary
    
    
    
    
    
    
    
    
    
    
    (1,135
    )
    
    
    40,369Equity in earnings from unconsolidated affiliates
    
    
    317
    
    
    
    12,213
    
    
    
    786
    
    
    
    29,463Impairment of unconsolidated affiliates
    
    
    
    
    
    
    (10,780
    )
    
    
    
    
    
    
    (31,181
    )Impairment of investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Other income
    
    
    498
    
    
    
    766
    
    
    
    2,135
    
    
    
    2,525Loss from continuing operations before income taxes
    
    
    (39,857
    )
    
    
    (96,339
    )
    
    
    (125,216
    )
    
    
    (168,433
    )Less: Provision (benefit) for income taxes
    
    
    (996
    )
    
    
    3
    
    
    
    (5,195
    )
    
    
    3Loss from continuing operations
    
    
    (38,861
    )
    
    
    (96,342
    )
    
    
    (120,021
    )
    
    
    (168,436
    )(Loss) income from
discontinued operations
    
    
    
    
    
    
    (1,367
    )
    
    
    2,465
    
    
    
    2,169Net loss
    
    
    (38,861
    )
    
    
    (97,709
    )
    
    
    (117,556
    )
    
    
    (166,267
    )Less: Net loss attributable to noncontrolling interests
    
    
    (11,239
    )
    
    
    (43,697
    )
    
    
    (52,919
    )
    
    
    (88,943
    )Net loss attributable to BFC
    
    
    (27,622
    )
    
    
    (54,012
    )
    
    
    (64,637
    )
    
    
    (77,324
    )Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )
    
    
    (563
    )
    
    
    (563
    )Net loss allocable to common stock
    
    $
    (27,810
    )
    
    
    (54,200
    )
    
    
    (65,200
    )
    
    
    (77,887
    )Basic and Diluted (Loss) Earnings Per Common Share
Attributable to BFC (Note 22):Basic (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (0.37
    )
    
    
    (1.08
    )
    
    
    (0.90
    )
    
    
    (1.68
    )(Loss) earnings per share from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    0.01Net loss per common share
    
    $
    (0.37
    )
    
    
    (1.09
    )
    
    
    (0.87
    )
    
    
    (1.67
    )Diluted (Loss) Earnings Per Common ShareLoss per share from continuing operations
    
    $
    (0.37
    )
    
    
    (1.08
    )
    
    
    (0.90
    )
    
    
    (1.68
    )(Loss) earnings per share from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    0.01Net loss per common share
    
    $
    (0.37
    )
    
    
    (1.09
    )
    
    
    (0.87
    )
    
    
    (1.67
    )Basic weighted average number of
common shares outstanding
    
    
    75,381
    
    
    
    49,509
    
    
    
    75,379
    
    
    
    46,599Diluted weighted average number of common
and common equivalent shares outstanding
    
    
    75,381
    
    
    
    49,509
    
    
    
    75,379
    
    
    
    46,599Amounts attributable to BFC common shareholders:Loss from continuing operations
    
    $
    (27,810
    )
    
    
    (53,337
    )
    
    
    (67,665
    )
    
    
    (78,125
    )(Loss) income from discontinued operations
    
    
    
    
    
    
    (863
    )
    
    
    2,465
    
    
    
    238Net loss attributable to BFC common shareholders
    
    $
    (27,810
    )
    
    
    (54,200
    )
    
    
    (65,200
    )
    
    
    (77,887
    )
 See Notes to Unaudited Consolidated Financial Statements.
 5




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##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Comprehensive Loss

 Unaudited
 (In thousands)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net loss
    
    $
    (38,861
    )
    
    
    (97,709
    )
    
    
    (117,556
    )
    
    
    (166,267
    )Other comprehensive income, net of tax:Unrealized gains on securities available for sale
    
    
    219
    
    
    
    8,232
    
    
    
    5,294
    
    
    
    21,953Unrealized loss associated with investment
in unconsolidated affiliates
    
    
    
    
    
    
    (986
    )
    
    
    
    
    
    
    (381
    )Pro-rata share of cumulative impact of accounting changes
recognized by Bluegreen Corporation on
retained interests in notes receivable sold
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,251
    )Realized (gains) loss reclassified into net loss
    
    
    249
    
    
    
    (4,773
    )
    
    
    (2,890
    )
    
    
    (7,510
    )Other comprehensive income
    
    
    468
    
    
    
    2,473
    
    
    
    2,404
    
    
    
    12,811Comprehensive loss
    
    
    (38,393
    )
    
    
    (95,236
    )
    
    
    (115,152
    )
    
    
    (153,456
    )Less: Comprehensive loss attributable to noncontrolling
interests
    
    
    (11,560
    )
    
    
    (46,447
    )
    
    
    (53,466
    )
    
    
    (87,051
    )Total comprehensive loss attributable to BFC
    
    $
    (26,833
    )
    
    
    (48,789
    )
    
    
    (61,686
    )
    
    
    (66,405
    )
 See Notes to Unaudited Consolidated Financial Statements.
 6




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##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statement of Changes in Equity

 UnauditedFor the Nine Months Ended September 30, 2010
 (In thousands)
 AccumulatedOther(Accumulated
    
    
    Compre-
    
    
    Total
    
    
    Non-Shares of Common
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    Deficit)
    
    
    hensive
    
    
    BFC
    
    
    controllingStock Outstanding
    
    
    Common
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Income
    
    
    Shareholders
    
    
    Interest in
    
    
    TotalClass A
    
    
    Class B
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    (Loss)
    
    
    Equity
    
    
    Subsidiaries
    
    
    EquityBalance, December 31, 2009
    
    
    68,521
    
    
    
    6,854
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    16,608
    
    
    $
    (237
    )
    
    $
    245,059
    
    
    $
    158,852
    
    
    $
    403,911Cumulative effect of change
in accounting principle (Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,137
    )
    
    
    925
    
    
    
    (1,212
    )
    
    
    (811
    )
    
    
    (2,023
    )Balance beginning of year, as adjusted
    
    
    
    
    
    
    
    
    
    $
    685
    
    
    $
    69
    
    
    $
    227,934
    
    
    $
    14,471
    
    
    $
    688
    
    
    $
    243,847
    
    
    $
    158,041
    
    
    $
    401,888Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64,637
    )
    
    
    
    
    
    
    (64,637
    )
    
    
    (52,919
    )
    
    
    (117,556
    )Other comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,951
    
    
    
    2,951
    
    
    
    (547
    )
    
    
    2,404Issuance of Class B Common Stock
from exercise of options
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Net effect of subsidiaries capital
transactions attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,772
    
    
    
    
    
    
    
    
    
    
    
    1,772
    
    
    
    
    
    
    
    1,772Noncontrolling interest net effect of
subsidiaries capital transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,411
    
    
    
    1,411Cash dividends on 5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (563
    )
    
    
    
    
    
    
    (563
    )
    
    
    
    
    
    
    (563
    )Share-based compensation
related to stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    881
    
    
    
    
    
    
    
    
    
    
    
    881
    
    
    
    
    
    
    
    881Balance, September 30, 2010
    
    
    68,521
    
    
    
    6,860
    
    
    $
    685
    
    
    $
    69
    
    
    $
    230,589
    
    
    $
    (50,729
    )
    
    $
    3,639
    
    
    $
    184,253
    
    
    $
    105,986
    
    
    $
    290,239
 See Notes to Unaudited Consolidated Financial Statements.
 7




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##### Table of Contents



BFC Financial Corporation
 
 Consolidated Statements of Cash Flows

 Unaudited
 (In thousands)
 For the Nine Months EndedSeptember 30,2010
    
    
    2009Net cash provided by operating activities
    
    $
    246,196
    
    
    
    25,754Investing activities:Purchase of interest-bearing deposits in other financial
institutions
    
    
    (47,990
    )
    
    
    Proceeds from redemption and maturity of investment securities
and tax certificates
    
    
    107,238
    
    
    
    170,087Purchase of investment securities and tax certificates
    
    
    (97,285
    )
    
    
    (123,250
    )Proceeds from sales of securities available for sale
    
    
    92,109
    
    
    
    318,779Proceeds from maturities of securities available for sale
    
    
    96,420
    
    
    
    116,743Purchase of securities available for sale
    
    
    (322,872
    )
    
    
    (75,500
    )(Increase) decrease in restricted cash
    
    
    (2,970
    )
    
    
    12,971Cash paid in settlement of Woodbridge subsidiarys bankruptcy
    
    
    
    
    
    
    (12,430
    )Purchases of FHLB stock
    
    
    
    
    
    
    (2,295
    )Redemption of FHLB stock
    
    
    3,492
    
    
    
    8,151Investments in unconsolidated affiliates
    
    
    
    
    
    
    (973
    )Distributions from unconsolidated affiliates
    
    
    85
    
    
    
    564Net decrease in loans receivable
    
    
    283,226
    
    
    
    305,467Proceeds from the sale of loans receivable
    
    
    29,421
    
    
    
    5,427Improvements to real estate owned
    
    
    (945
    )
    
    
    (1,018
    )Proceeds from sales of real estate owned
    
    
    18,899
    
    
    
    3,715Proceeds from the sale of assets
    
    
    75,306
    
    
    
    Disposals of office properties and equipment
    
    
    507
    
    
    
    Purchases of office property and equipment, net
    
    
    (5,455
    )
    
    
    (3,016
    )Cash from consolidation of Pizza Fusion
    
    
    
    
    
    
    3,000Net cash provided by investing activities
    
    
    229,186
    
    
    
    726,422Financing activities:Net (decrease) increase in deposits
    
    
    (115,550
    )
    
    
    39,683Prepayment of FHLB advances
    
    
    (2,068
    )
    
    
    (1,159,463
    )Net (repayments) proceeds from FHLB advances
    
    
    (100,000
    )
    
    
    527,000Decrease in short-term borrowings
    
    
    (6,323
    )
    
    
    (250,488
    )Prepayment of notes and bonds payable
    
    
    (661
    )
    
    
    Repayment of notes, mortgage notes and bonds payable
    
    
    (256,944
    )
    
    
    (2,612
    )Proceeds from notes, mortgage notes and bonds payable
    
    
    84,509
    
    
    
    132Payments for debt issuance costs
    
    
    (3,198
    )
    
    
    (1,167
    )Preferred stock dividends paid
    
    
    (563
    )
    
    
    (563
    )Purchase and retirement of Woodbridge common stock
    
    
    
    
    
    
    (13
    )Proceeds from the issuance of BankAtlantic Bancorp Class A common stock
from non-BFC shareholders
    
    
    4,601
    
    
    
    45,377BankAtlantic Bancorp common stock dividends paid to non-BFC shareholders
    
    
    
    
    
    
    (198
    )Proceeds from the exercise of BFC stock options
    
    
    2
    
    
    
    Proceeds from the issuance of common stock in Pizza Fusion
    
    
    1,279
    
    
    
    Non-controlling interest distributions
    
    
    (5,770
    )
    
    
    Net cash used in financing activities
    
    
    (400,686
    )
    
    
    (802,312
    )Increase (decrease) in cash and cash equivalents
    
    
    74,696
    
    
    
    (50,136
    )Cash and cash equivalents at beginning of period
    
    
    316,080
    
    
    
    278,937Cash and cash equivalents held for sale
    
    
    (4,902
    )
    
    
    Cash and cash equivalents at end of period
    
    $
    385,874
    
    
    
    228,801
  See Notes to Unaudited Consolidated Financial Statements.
 8




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##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Nine Months EndedSeptember 30,2010
    
    2009Supplemental cash flow information:Interest paid on borrowings and deposits
    
    $
    74,836
    
    
    
    78,149Income taxes refunded, net of payments
    
    
    59,793
    
    
    
    Supplementary disclosure of non-cash investing and financing activities:Loans and tax certificates transferred to real estate owned
    
    
    40,942
    
    
    
    21,268Long-lived assets held-for-use transferred to assets held for sale
    
    
    1,919
    
    
    
    Long-lived assets held-for-sale transferred to assets held for use
    
    
    1,239
    
    
    
    Transfers to assets held-for-sale:Cash
    
    
    4,902Office properties and equipment
    
    
    32,307Securities purchased pending settlement
    
    
    5,239
    
    
    
    Net increase in BFC accumulated other comprehensive
income, net of taxes
    
    
    2,951
    
    
    
    10,919Net increase in BFC shareholders equity from
the effect of subsidiaries capital transactions, net of taxes
    
    
    1,772
    
    
    
    7,818Net decrease in equity resulting from cumulative effect of
change in accounting principle (See Note 2)
    
    
    (2,023
    )
    
    
    Net increase in shareholders equity resulting from the cumulative impact of
accounting changes recognized by Bluegreen on retained interests in
notes receivable sold
    
    
    
    
    
    
    485BFC and Woodbridge Merger related transactions:Increase in BFCs Class A Common Stock
    
    
    
    
    
    
    448Increase in additional paid-in-capital
    
    
    
    
    
    
    99,135Decrease in BFCs non-controlling interest in Woodbridge
    
    
    
    
    
    
    (99,583
    )
 See Notes to Unaudited Consolidated Financial Statements.
 9




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##### Table of Contents



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




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##### Table of Contents



2. Cumulative Effect of Change in Accounting Principle
   11




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##### Table of Contents



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




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##### Table of Contents



Woodbridge
   Core Communities
   13




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##### Table of Contents



BankAtlantic Bancorp and BankAtlantic
   14




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##### Table of Contents



4. Share Acquisitions
 Bluegreen Share Acquisition
   Additional Shares Purchased in BankAtlantic Bancorps Rights Offering
  15




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##### Table of Contents



5. Discontinued Operations and Assets Held for Sale
 Real Estate Discontinued Operations
 Core Communities
     September 30,
    
    
    December 31,2010
    
    
    2009Restricted cash
    
    $
    
    
    
    
    538Property and equipment, net
    
    
    
    
    
    
    61,588Other assets
    
    
    
    
    
    
    9,774Assets held for sale
    
    $
    
    
    
    
    71,900Accounts payable, accrued liabilities and other
    
    $
    
    
    
    
    1,602Notes and mortgage payable
    
    
    
    
    
    
    74,749Liabilities related to assets held for sale
    
    $
    
    
    
    
    76,351
 16




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##### Table of Contents



For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue
    
    $
    
    
    
    
    2,161
    
    
    
    2,951
    
    
    
    6,344Costs and expenses
    
    
    
    
    
    
    3,028
    
    
    
    3,103
    
    
    
    7,876Loss before income taxes
    
    
    
    
    
    
    (867
    )
    
    
    (152
    )
    
    
    (1,532
    )Gain on sale of discontinued operations
    
    
    
    
    
    
    
    
    
    
    2,617
    
    
    
    Net (loss) income
    
    $
    
    
    
    
    (867
    )
    
    
    2,465
    
    
    
    (1,532
    )
 Financial Services- Discontinued Operations
  Financial Services- Assets Held for Sale
   ASSETSCash and cash equivalents
    
    $
    4,902Office properties and equipment
    
    
    32,307Total assets held for sale
    
    $
    37,209LIABILITIESInterest bearing deposits
    
    $
    259,893Non-interest bearing deposits
    
    
    79,467Total deposits
    
    
    339,360Accrued interest payable
    
    
    100Total liabilities held for sale
    
    $
    339,460
  17




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##### Table of Contents



6. Fair Value Measurement
  Fair Value Measurements usingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    123,927
    
    
    
    
    
    
    
    123,927
    
    
    
    REMICS (1)
    
    
    78,805
    
    
    
    
    
    
    
    78,805
    
    
    
    Agency bonds
    
    
    90,375
    
    
    
    
    
    
    
    90,375
    
    
    
    Municipal bonds
    
    
    152,177
    
    
    
    
    
    
    
    152,177
    
    
    
    Foreign currency put options
    
    
    95
    
    
    
    95
    
    
    
    
    
    
    
    Benihana Convertible Preferred Stock
    
    
    21,393
    
    
    
    
    
    
    
    
    
    
    
    21,393Other equity securities
    
    
    23,957
    
    
    
    23,957
    
    
    
    
    
    
    
    Total
    
    $
    490,729
    
    
    
    24,052
    
    
    
    445,284
    
    
    
    21,393
 Fair Value Measurements usingQuoted prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Mortgage-backed securities
    
    $
    211,945
    
    
    
    
    
    
    
    211,945
    
    
    
    REMICS (1)
    
    
    107,347
    
    
    
    
    
    
    
    107,347
    
    
    
    Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    17,766
    
    
    
    
    
    
    
    
    
    
    
    17,766Other equity securities
    
    
    9,067
    
    
    
    9,067
    
    
    
    
    
    
    
    Total securities available for sale
at fair value
    
    
    346,375
    
    
    
    9,067
    
    
    
    319,292
    
    
    
    18,016Retained interest in notes
receivable sold
    
    
    26,340
    
    
    
    
    
    
    
    
    
    
    
    26,340Total
    
    $
    372,715
    
    
    
    9,067
    
    
    
    319,292
    
    
    
    44,356
 
 (1)
    
    Real estate mortgage investment conduits (REMICS) are pass-through entities that hold
residential loans. Investors in these entities are issued ownership interests in the entities
in the form of a bond. The securities are guaranteed by government agencies.   For the Three Months Ended September 30, 2010BenihanaOther
    
    ConvertibleBonds
    
    Preferred Stock
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    20,159
    
    
    
    20,409Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    
    
    
    
    1,234
    
    
    
    1,234Purchases, issuances, and settlements
    
    
    (250
    )
    
    
    
    
    
    
    (250
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Balance at September 30, 2010
    
    $
    
    
    
    
    21,393
    
    
    
    21,393
 18




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##### Table of Contents



Three Months Ended September 30, 2009BenihanaConvertible
    
    EquityOther Bonds
    
    Preferred Stock
    
    Securities
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    20,511
    
    
    
    210
    
    
    
    20,971Total gains and losses
(realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Included in other comprehensive
income
    
    
    
    
    
    
    773
    
    
    
    (46
    )
    
    
    727Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at September 30, 2009
    
    $
    250
    
    
    
    21,284
    
    
    
    164
    
    
    
    21,698The following tables present major categories of assets measured at fair value on a
recurring basis using significant unobservable inputs (Level 3) for the nine months ended September
30, 2010 and 2009 (in thousands):For the Nine Months Ended September 30, 2010RetainedInterests in
    
    
    
    
    
    BenihanaNotes
    
    Other
    
    ConvertibleReceivable Sold
    
    Bonds
    
    Preferred Stock
    
    TotalBeginning Balance
    
    $
    26,340
    
    
    
    250
    
    
    
    17,766
    
    
    
    44,356Total gains and losses (realized/unrealized)Included in earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of change in
accounting principle (1)
    
    
    (26,340
    )
    
    
    
    
    
    
    
    
    
    
    (26,340
    )Included in other comprehensive income
    
    
    
    
    
    
    
    
    
    
    3,627
    
    
    
    3,627Purchases, issuances, and settlements
    
    
    
    
    
    
    (250
    )
    
    
    
    
    
    
    (250
    )Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at September 30, 2010
    
    $
    
    
    
    
    
    
    
    
    21,393
    
    
    
    21,393For the Nine Months Ended September 30, 2009BenihanaOther
    
    Convertible
    
    EquityBonds
    
    Preferred Stock
    
    Securities
    
    TotalBeginning Balance
    
    $
    250
    
    
    
    16,426
    
    
    
    1,588
    
    
    
    18,264Total gains and losses (realized/unrealized)Included in earnings (2)
    
    
    
    
    
    
    
    
    
    
    (1,378
    )
    
    
    (1,378
    )Included in other comprehensive income
    
    
    
    
    
    
    4,858
    
    
    
    (46
    )
    
    
    4,812Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at September 30, 2009
    
    $
    250
    
    
    
    21,284
    
    
    
    164
    
    
    
    21,698
 
 (1)
    
    Retained interests in notes receivable sold was eliminated upon a change in accounting
principle. For further information see Note 2.(2)
    
    The $1.4 million loss represented an other-than-temporary impairment associated with a
decline in value related to an equity investment in an unrelated financial institution.   19




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##### Table of Contents



Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the
fair value of the
underlying collateral
    
    $
    304,275
    
    
    
    
    
    
    
    
    
    
    
    304,275
    
    
    $
    93,649Impaired real estate
assets
held for sale
    
    
    13,964
    
    
    
    
    
    
    
    
    
    
    
    13,964
    
    
    
    4,469Impaired real estate
owned
    
    
    10,437
    
    
    
    
    
    
    
    
    
    
    
    10,437
    
    
    
    1,864Impaired real estate held
for development and
sale
    
    
    3,490
    
    
    
    
    
    
    
    
    
    
    
    3,490
    
    
    
    1,532Total
    
    $
    332,166
    
    
    
    
    
    
    
    
    
    
    
    332,166
    
    
    $
    101,514
 Fair Value Measurements UsingQuoted prices inActive Markets
    
    
    Significant
    
    
    Significantfor Identical
    
    
    Other Observable
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs
    
    
    TotalDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    ImpairmentsLoans measured for
impairment using the
fair value of the
underlying collateral
    
    $
    219,173
    
    
    
    
    
    
    
    
    
    
    
    219,173
    
    
    $
    78,710Impaired real estate
owned
    
    
    4,373
    
    
    
    
    
    
    
    
    
    
    
    4,373
    
    
    
    760Impaired real estate
inventory
    
    
    162,676
    
    
    
    
    
    
    
    
    
    
    
    162,676
    
    
    
    32,759Impaired goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,542Investment in Bluegreen
    
    
    29,028
    
    
    
    29,028
    
    
    
    
    
    
    
    
    
    
    
    31,181Total
    
    $
    415,250
    
    
    
    29,028
    
    
    
    
    
    
    
    386,222
    
    
    $
    153,952
 20




---



##### Table of Contents



Loans Receivable Measured For Impairment
  Impaired Real Estate and Assets Held for Sale
  Impaired Goodwill
   21




---



##### Table of Contents



Financial Disclosures about Fair Value of Financial Instruments
  September 30, 2010
    
    December 31, 2009Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    385,874
    
    
    
    385,874
    
    
    
    316,080
    
    
    
    316,080Interest bearing deposits in
other financial institutions
    
    
    47,990
    
    
    
    47,990
    
    
    
    
    
    
    
    Restricted cash
    
    
    62,748
    
    
    
    62,748
    
    
    
    24,020
    
    
    
    24,020Securities available for sale
    
    
    490,634
    
    
    
    490,634
    
    
    
    346,375
    
    
    
    346,375Derivatives
    
    
    95
    
    
    
    95
    
    
    
    
    
    
    
    Investment securities
    
    
    1,981
    
    
    
    1,981
    
    
    
    9,654
    
    
    
    9,654Tax certificates
    
    
    104,681
    
    
    
    105,723
    
    
    
    110,991
    
    
    
    112,472Federal Home Loan Bank stock
    
    
    45,259
    
    
    
    45,259
    
    
    
    48,751
    
    
    
    48,751Retained interest in notes receivable sold
    
    
    
    
    
    
    
    
    
    
    26,340
    
    
    
    26,340Loans receivable including
loans held for sale, net
    
    
    3,229,554
    
    
    
    2,859,955
    
    
    
    3,683,441
    
    
    
    3,381,796Notes receivable
    
    
    598,693
    
    
    
    628,000
    
    
    
    277,274
    
    
    
    277,274Financial liabilities:Deposits
    
    $
    3,833,268
    
    
    
    3,836,626
    
    
    
    3,948,818
    
    
    
    3,950,840Advances from FHLB
    
    
    180,000
    
    
    
    179,935
    
    
    
    282,012
    
    
    
    282,912Securities sold under agreements to
repurchase and short term borrowings
    
    
    20,948
    
    
    
    20,948
    
    
    
    27,271
    
    
    
    27,271Receivable-backed notes payable
    
    
    590,052
    
    
    
    575,832
    
    
    
    237,416
    
    
    
    237,416Notes and mortgage notes payable and
other borrowings
    
    
    357,123
    
    
    
    354,987
    
    
    
    395,361
    
    
    
    392,047Mortgage payables associated with
assets held for sale from
discontinued operations
    
    
    
    
    
    
    
    
    
    
    74,749
    
    
    
    74,749Junior subordinated debentures
    
    
    457,699
    
    
    
    216,213
    
    
    
    447,211
    
    
    
    170,598
     22




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##### Table of Contents



23




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##### Table of Contents



7. Securities Available for Sale
  As of September 30, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    116,836
    
    
    
    7,091
    
    
    
    
    
    
    
    123,927Agency bonds
    
    
    89,996
    
    
    
    379
    
    
    
    
    
    
    
    90,375REMICS (1)
    
    
    75,602
    
    
    
    3,203
    
    
    
    
    
    
    
    78,805Total
    
    
    282,434
    
    
    
    10,673
    
    
    
    
    
    
    
    293,107Investment Securities:Municipal bonds
    
    
    152,183
    
    
    
    71
    
    
    
    77
    
    
    
    152,177Other bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    4,967
    
    
    
    
    
    
    
    21,393Equity and other securities
    
    
    23,773
    
    
    
    186
    
    
    
    2
    
    
    
    23,957Total investment securities
    
    
    192,382
    
    
    
    5,224
    
    
    
    79
    
    
    
    197,527Total
    
    $
    474,816
    
    
    
    15,897
    
    
    
    79
    
    
    
    490,634
 As of December 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueGovernment agency securities:Mortgage-backed securities
    
    $
    202,985
    
    
    
    8,961
    
    
    
    1
    
    
    
    211,945REMICS (1)
    
    
    104,329
    
    
    
    3,037
    
    
    
    19
    
    
    
    107,347Total
    
    
    307,314
    
    
    
    11,998
    
    
    
    20
    
    
    
    319,292Investment Securities:Other bonds
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Benihana Convertible Preferred Stock
    
    
    16,426
    
    
    
    1,340
    
    
    
    
    
    
    
    17,766Equity and other securities
    
    
    8,947
    
    
    
    126
    
    
    
    6
    
    
    
    9,067Total investment securities
    
    
    25,623
    
    
    
    1,466
    
    
    
    6
    
    
    
    27,083Total
    
    $
    332,937
    
    
    
    13,464
    
    
    
    26
    
    
    
    346,375
 
 (1)
    
    REMICS are pass-through entities that hold residential loans. Investors in these
entities are issued ownership interests in the entities in the form of a bond. The
securities are guaranteed by government agencies.  As of September 30, 2010Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesMunicipal notes
    
    
    88,337
    
    
    
    (77
    )
    
    
    
    
    
    
    
    
    
    
    88,337
    
    
    
    (77
    )Equity securities
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    (2
    )
    
    
    8
    
    
    
    (2
    )Total available for
sale securities:
    
    $
    88,337
    
    
    
    (77
    )
    
    
    8
    
    
    
    (2
    )
    
    
    88,345
    
    
    
    (79
    )
 24




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##### Table of Contents



As of December 31, 2009Less Than 12 Months
    
    12 Months or Greater
    
    TotalFair
    
    Unrealized
    
    Fair
    
    Unrealized
    
    Fair
    
    UnrealizedValue
    
    Losses
    
    Value
    
    Losses
    
    Value
    
    LossesMortgage-backed securities
    
    $
    
    
    
    
    
    
    
    
    159
    
    
    
    (1
    )
    
    
    159
    
    
    
    (1
    )REMICS
    
    
    
    
    
    
    
    
    
    
    21,934
    
    
    
    (19
    )
    
    
    21,934
    
    
    
    (19
    )Equity securities
    
    
    4
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    (6
    )Total available
for sale securities:
    
    $
    4
    
    
    
    (6
    )
    
    
    22,093
    
    
    
    (20
    )
    
    
    22,097
    
    
    
    (26
    )
    Debt SecuritiesAvailable for SaleEstimatedAmortized
    
    
    FairCost
    
    
    ValueSeptember 30, 2010 (1)Due within one year
    
    $
    143,652
    
    
    
    143,642Due after one year, but within five years
    
    
    98,595
    
    
    
    98,980Due after five years, but within ten years
    
    
    27,057
    
    
    
    28,088Due after ten years
    
    
    165,313
    
    
    
    174,574Total
    
    $
    434,617
    
    
    
    445,284
 
 (1)
    
    Scheduled maturities in the above table are based on
contractual maturities which may vary significantly from actual
maturities due to prepayments.  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Gross gains on securities sales
    
    $
    
    
    
    
    4,774
    
    
    
    3,138
    
    
    
    11,284Gross losses on securities sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceed from sales of securities
    
    
    18,569
    
    
    
    113,073
    
    
    
    92,109
    
    
    
    318,779
  25




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##### Table of Contents



BFC  Benihana Investment
    8. Derivatives
  Contract
    
    
    
    
    Expiration
    
    
    Strike
    
    
    
    
    
    
    FairAmount
    
    
    
    
    Date
    
    
    Price
    
    
    Premium
    
    
    Value
    2,800
    
    
    
    
    Nov-10
    
    $
    1.34
    
    
    $
    166
    
    
    
    361,600
    
    
    
    
    Dec-10
    
    
    1.34
    
    
    
    104
    
    
    
    32400
    
    
    
    
    Jan-11
    
    
    1.34
    
    
    
    28
    
    
    
    12400
    
    
    
    
    Apr-11
    
    
    1.34
    
    
    
    31
    
    
    
    15
    5,200
    
    
    
    
    
    
    
    
    
    
    
    
    $
    329
    
    
    
    95
  26




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##### Table of Contents



9. Loans Receivable
  September 30,
    
    
    December 31,2010
    
    
    2009Real estate loans:Residential
    
    $
    1,297,333
    
    
    
    1,538,906Builder land loans
    
    
    19,826
    
    
    
    57,807Land acquisition and development
    
    
    140,637
    
    
    
    182,235Land acquisition, development and
construction
    
    
    10,766
    
    
    
    26,184Construction and development
    
    
    162,042
    
    
    
    211,809Commercial
    
    
    694,655
    
    
    
    688,386Consumer  home equity
    
    
    619,312
    
    
    
    669,690Small business
    
    
    206,544
    
    
    
    213,591Other loans:Commercial business
    
    
    140,580
    
    
    
    155,226Small business  non-mortgage
    
    
    97,445
    
    
    
    99,113Consumer loans
    
    
    17,481
    
    
    
    15,935Deposit overdrafts
    
    
    3,886
    
    
    
    4,816Total gross loans
    
    
    3,410,507
    
    
    
    3,863,698Adjustments:Premiums, discounts and net deferred fees
    
    
    2,155
    
    
    
    2,414Allowance for loan losses
    
    
    (185,947
    )
    
    
    (187,218
    )Loans receivable  net
    
    $
    3,226,715
    
    
    
    3,678,894Loans held for sale
    
    $
    2,839
    
    
    
    4,547
    September 30,
    
    
    December 31,2010
    
    
    2009Construction and development
    
    $
    32,988
    
    
    
    43,432Commercial
    
    
    25,391
    
    
    
    25,696Total undisbursed loans in process
    
    $
    58,379
    
    
    
    69,128
 27




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##### Table of Contents



Allowance for Loan Losses (in thousands):
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    187,862
    
    
    
    172,220
    
    
    
    187,218
    
    
    
    137,257Loans charged-off
    
    
    (27,309
    )
    
    
    (51,506
    )
    
    
    (107,899
    )
    
    
    (105,767
    )Recoveries of loans
previously charged-off
    
    
    984
    
    
    
    362
    
    
    
    2,910
    
    
    
    1,815Net charge-offs
    
    
    (26,325
    )
    
    
    (51,144
    )
    
    
    (104,989
    )
    
    
    (103,952
    )Provision for loan losses
    
    
    24,410
    
    
    
    63,586
    
    
    
    103,718
    
    
    
    151,357Balance, end of period
    
    $
    185,947
    
    
    
    184,662
    
    
    
    185,947
    
    
    
    184,662
  September 30, 2010
    
    
    December 31, 2009Gross
    
    
    Specific
    
    
    Gross
    
    
    SpecificRecorded
    
    
    Valuation
    
    
    Recorded
    
    
    ValuationInvestment
    
    
    Allowances
    
    
    Investment
    
    
    AllowancesImpaired loans with specific
valuation allowances
    
    $
    363,479
    
    
    
    106,124
    
    
    
    249,477
    
    
    
    70,485Impaired loans without
specific
valuation allowances
    
    
    191,825
    
    
    
    
    
    
    
    196,018
    
    
    
    Total
    
    $
    555,304
    
    
    
    106,124
    
    
    
    445,495
    
    
    
    70,485
    28




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##### Table of Contents



For the Three Months
    
    
    For the Nine MonthsEnded September, 30
    
    
    Ended September, 302010
    
    
    2009
    
    
    2010
    
    
    2009Contracted interest income
    
    $
    6,239
    
    
    
    5,561
    
    
    
    18,721
    
    
    
    16,645Interest income recognized
    
    
    (2,364
    )
    
    
    (1,346
    )
    
    
    (8,255
    )
    
    
    (4,848
    )Foregone interest income
    
    $
    3,875
    
    
    
    4,215
    
    
    
    10,466
    
    
    
    11,797
 10. Notes Receivable
  September 30,
    
    
    December 31,2010
    
    
    2009Notes receivable, gross
    
    $
    739,417
    
    
    
    356,133Discount on notes receivable
    
    
    (59,970
    )
    
    
    (74,873
    )Notes receivable, net of discount
    
    
    679,447
    
    
    
    281,260Allowance for loan losses
    
    
    (80,754
    )
    
    
    (3,986
    )Notes receivable, net
    
    $
    598,693
    
    
    
    277,274
   Balance at December 31, 2009
    
    $
    3,986One-time impact of the amendment to the accounting
guidance for transfer of financial assets and the
amendment to the accounting guidance for the
consolidation of VIEs (see Note 2)
    
    
    86,252Provision for loan losses
    
    
    42,749Write-offs of uncollectible receivables
    
    
    (52,233
    )Balance at September 30, 2010
    
    $
    80,754
  29




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##### Table of Contents



11. Variable Interest Entities  Bluegreen
  Receivable-Backed Notes Payable
  Receivable-Backed Notes Payable, .
  30




---



##### Table of Contents



12. Real Estate Inventory
  September 30,
    
    
    December 31,2010
    
    
    2009Land and land development costs
    
    $
    234,393
    
    
    
    264,454Bluegreen Resorts
    
    
    219,260
    
    
    
    222,026Other costs
    
    
    526
    
    
    
    552Land and facilities held for sale
    
    
    6,533
    
    
    
    7,259Total
    
    $
    460,712
    
    
    
    494,291
   13. Investments in Unconsolidated Affiliates
    Three Months Ended
    
    Nine Months EndedSeptember 30, 2009
    
    September 30, 2009Pro rata share of Bluegreens net income
    
    $
    1,199
    
    
    
    4,357Amortization of basis difference (a)
    
    
    10,582
    
    
    
    24,474Total earnings from Bluegreen Corporation
    
    $
    11,781
    
    
    
    28,831
 
 (a)
    
    As a result of the impairment charges previously taken under the equity method
prior to our consolidation of Bluegreen in November 2009, a basis difference was
created between the investment in Bluegreen and the underlying assets and
liabilities carried on the books of Bluegreen. Therefore, earnings from Bluegreen
were adjusted each period to reflect the amortization of this basis difference. As
such, a methodology was established to allocate the impairment loss to the relative
estimates of the fair value of Bluegreens underlying assets based upon the
position that the impairment loss was a reflection of the perceived value of these
underlying assets. The appropriate amortization was calculated based on the
estimated useful lives of the underlying assets and other relevant data associated
with each asset category. 31




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##### Table of Contents



14. Goodwill
  15. Notes and Mortgage Notes Payable and Other Borrowings, Receivable-Backed Notes Payable and
Junior Subordinated Debentures
 Woodbridge
  Core
  32




---



##### Table of Contents



Bluegreen
  The RFA AD&C Facility
 H4BG Communities Facility
 The Wachovia Notes Payable
 The Wachovia Line-of-Credit
 The Wells Fargo Term Loan.
 Receivable-Backed Notes Payable
  Liberty Bank Facility
 GE Bluegreen/Big Cedar Receivables Facility
 The Wells Fargo Facility.
 BB&T Purchase Facility
 33




---



##### Table of Contents



Legacy Securitization.
 National Bank of Arizona Receivables Facility
 Receivable Backed Notes Payable Previously Reported as Off-Balance-Sheet
   As ofSeptember 30, 2010Debt
    
    
    InterestBalance
    
    
    RateNon-recourse receivable-backed notes payable
previously reported as off-balance sheet (1):BB&T Purchase Facility
    
    $
    93,462
    
    
    
    6.75
    %GE 2004 Facility
    
    
    10,596
    
    
    
    7.16
    %2004 Term Securitization
    
    
    20,727
    
    
    
    5.27
    %2005 Term Securitization
    
    
    60,463
    
    
    
    5.98
    %GE 2006 Facility
    
    
    53,356
    
    
    
    7.35
    %2006 Term Securitization
    
    
    56,194
    
    
    
    6.16
    %2007 Term Securitization
    
    
    107,349
    
    
    
    7.32
    %2008 Term Securitization
    
    
    41,803
    
    
    
    7.88
    %Total
    
    $
    443,950
 
 (1)
    
    With the exception of the BB&T Purchase Facility, non-recourse
receivable-backed notes payable were reported off-balance sheet prior to January 1,
2010. 34




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##### Table of Contents



Junior Subordinated Debentures
      16. Development Bonds Payable
   35




---



##### Table of Contents



17. Interest Expense
  For the Three Months Ended,
    
    
    For the Nine Months Ended,September 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Real Estate and Other:Interest incurred on borrowings
    
    $
    24,889
    
    
    
    3,791
    
    
    
    65,074
    
    
    
    11,554Interest capitalized
    
    
    (42
    )
    
    
    (663
    )
    
    
    (227
    )
    
    
    (2,948
    )24,847
    
    
    
    3,128
    
    
    
    64,847
    
    
    
    8,606Financial Services:Interest on deposits
    
    
    4,877
    
    
    
    9,420
    
    
    
    17,954
    
    
    
    33,934Interest on advances from FHLB
    
    
    106
    
    
    
    2,494
    
    
    
    1,065
    
    
    
    14,740Interest on short term borrowings
    
    
    8
    
    
    
    9
    
    
    
    23
    
    
    
    200Interest on debentures and bonds
payable
    
    
    4,135
    
    
    
    3,882
    
    
    
    11,879
    
    
    
    12,5049,126
    
    
    
    15,805
    
    
    
    30,921
    
    
    
    61,378Total interest expense
    
    $
    33,973
    
    
    
    18,933
    
    
    
    95,768
    
    
    
    69,984
 18. Noncontrolling Interests
  September 30,
    
    
    December 31,2010
    
    
    2009BankAtlantic Bancorp
    
    $
    34,860
    
    
    
    88,910Bluegreen
    
    
    41,746
    
    
    
    41,905Joint ventures
    
    
    29,380
    
    
    
    28,037$
    105,986
    
    
    
    158,852
 36




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##### Table of Contents



For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Noncontrolling interest 
Continuing Operations:BankAtlantic Bancorp
    
    $
    (14,005
    )
    
    
    (36,493
    )
    
    
    (59,360
    )
    
    
    (96,010
    )Woodbridge
    
    
    
    
    
    
    (6,314
    )
    
    
    
    
    
    
    6,008Bluegreen
    
    
    (1,144
    )
    
    
    
    
    
    
    156
    
    
    
    Joint ventures
    
    
    3,910
    
    
    
    (386
    )
    
    
    6,285
    
    
    
    (872
    )$
    (11,239
    )
    
    
    (43,193
    )
    
    
    (52,919
    )
    
    
    (90,874
    )Noncontrolling interest 
Discontinued Operations:BankAtlantic Bancorp
    
    $
    
    
    
    
    (351
    )
    
    
    
    
    
    
    2,592Woodbridge
    
    
    
    
    
    
    (153
    )
    
    
    
    
    
    
    (661
    )$
    
    
    
    
    (504
    )
    
    
    
    
    
    
    1,931Net Loss Attributable to
Noncontrolling Interests
    
    $
    (11,239
    )
    
    
    (43,697
    )
    
    
    (52,919
    )
    
    
    (88,943
    )
 19. Segment Reporting
      37




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##### Table of Contents



BFC Activities
  Real Estate Operations
  Bluegreen Resorts
  Bluegreen Communities
  BankAtlantic
  BankAtlantic Bancorp Parent Company
  38




---



##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real Estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2010
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate, net of estimated uncollectibles
    
    $
    
    
    
    
    
    
    
    
    54,782
    
    
    
    3,137
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,919Other resorts and communities operations revenue
    
    
    
    
    
    
    
    
    
    
    17,170
    
    
    
    433
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,603Other real estate revenues
    
    
    517
    
    
    
    294
    
    
    
    15,148
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    15,942Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,331
    
    
    
    80
    
    
    
    21,164
    
    
    
    65,575Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,035
    
    
    
    283
    
    
    
    (453
    )
    
    
    26,865Total revenues
    
    
    517
    
    
    
    294
    
    
    
    87,100
    
    
    
    3,570
    
    
    
    71,366
    
    
    
    363
    
    
    
    20,694
    
    
    
    183,904Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    
    
    
    
    10,473
    
    
    
    11,367
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,840Cost of sales of other resorts and communities
operations
    
    
    
    
    
    
    
    
    
    
    12,535
    
    
    
    866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,401Interest expense
    
    
    1,439
    
    
    
    6,573
    
    
    
    
    
    
    
    
    
    
    
    5,230
    
    
    
    3,872
    
    
    
    16,859
    
    
    
    33,973Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,012
    
    
    
    1,398
    
    
    
    
    
    
    
    24,410Selling, general and administrative expenses
    
    
    6,633
    
    
    
    3,054
    
    
    
    45,997
    
    
    
    3,752
    
    
    
    
    
    
    
    
    
    
    
    8,354
    
    
    
    67,790Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,756
    
    
    
    2,901
    
    
    
    (495
    )
    
    
    63,162Total costs and expenses
    
    
    8,072
    
    
    
    9,627
    
    
    
    69,005
    
    
    
    15,985
    
    
    
    88,998
    
    
    
    8,171
    
    
    
    24,718
    
    
    
    224,576Equity in earnings (loss) from unconsolidated affiliates
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    293
    
    
    
    35
    
    
    
    317Other income
    
    
    1,403
    
    
    
    47
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (952
    )
    
    
    498(Loss) income from continuing operations
before income taxes
    
    
    (6,163
    )
    
    
    (9,286
    )
    
    
    18,095
    
    
    
    (12,415
    )
    
    
    (17,632
    )
    
    
    (7,515
    )
    
    
    (4,941
    )
    
    
    (39,857
    )Less: Provision (benefit) for income taxes
    
    
    (71
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    (962
    )
    
    
    (996
    )(Loss) income from continuing operations
    
    
    (6,092
    )
    
    
    (9,286
    )
    
    
    18,095
    
    
    
    (12,415
    )
    
    
    (17,669
    )
    
    
    (7,515
    )
    
    
    (3,979
    )
    
    
    (38,861
    )Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (6,092
    )
    
    
    (9,286
    )
    
    
    18,095
    
    
    
    (12,415
    )
    
    
    (17,669
    )
    
    
    (7,515
    )
    
    
    (3,979
    )
    
    
    (38,861
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,239
    )
    
    
    (11,239
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,260
    
    
    
    (27,622
    )Total assets at September 30, 2010
    
    $
    154,395
    
    
    
    178,851
    
    
    
    878,326
    
    
    
    94,973
    
    
    
    4,485,476
    
    
    
    384,778
    
    
    
    (174,609
    )
    
    
    6,002,190
 39




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##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real Estate
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2009
    
    Activities
    
    
    Operations
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate, net of estimated uncollectibles
    
    $
    
    
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130Other real estate revenues
    
    
    342
    
    
    
    512
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    845Interest income
    
    
    
    
    
    
    
    
    
    
    53,668
    
    
    
    85
    
    
    
    808
    
    
    
    54,561Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    35,304
    
    
    
    141
    
    
    
    (391
    )
    
    
    35,054Total revenues
    
    
    342
    
    
    
    642
    
    
    
    88,972
    
    
    
    226
    
    
    
    408
    
    
    
    90,590Costs and Expenses:Cost of sales of real estate
    
    
    4,136
    
    
    
    18,144
    
    
    
    
    
    
    
    
    
    
    
    9,384
    
    
    
    31,664Interest expense
    
    
    1,869
    
    
    
    1,259
    
    
    
    12,183
    
    
    
    3,718
    
    
    
    (96
    )
    
    
    18,933Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    52,246
    
    
    
    11,340
    
    
    
    
    
    
    
    63,586Impairment of goodwill
    
    
    2,001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,001Selling, general and administrative expenses
    
    
    8,026
    
    
    
    3,480
    
    
    
    
    
    
    
    
    
    
    
    (510
    )
    
    
    10,996Other expenses
    
    
    
    
    
    
    
    
    
    
    60,032
    
    
    
    2,175
    
    
    
    (259
    )
    
    
    61,948Total costs and expenses
    
    
    16,032
    
    
    
    22,883
    
    
    
    124,461
    
    
    
    17,233
    
    
    
    8,519
    
    
    
    189,128Equity in earnings from unconsolidated affiliates
    
    
    11,767
    
    
    
    
    
    
    
    188
    
    
    
    223
    
    
    
    35
    
    
    
    12,213Impairment of unconsolidated affiliates
    
    
    (10,780
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,780
    )Other income
    
    
    1,502
    
    
    
    102
    
    
    
    
    
    
    
    
    
    
    
    (838
    )
    
    
    766Loss from continuing operations before income taxes
    
    
    (13,201
    )
    
    
    (22,139
    )
    
    
    (35,301
    )
    
    
    (16,784
    )
    
    
    (8,914
    )
    
    
    (96,339
    )Less: Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Loss from continuing operations
    
    
    (13,201
    )
    
    
    (22,139
    )
    
    
    (35,304
    )
    
    
    (16,784
    )
    
    
    (8,914
    )
    
    
    (96,342
    )Income from discontinued operations
    
    
    
    
    
    
    (867
    )
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    (1,367
    )Net loss
    
    $
    (13,201
    )
    
    
    (23,006
    )
    
    
    (35,304
    )
    
    
    (17,284
    )
    
    
    (8,914
    )
    
    
    (97,709
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,697
    )
    
    
    (43,697
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,783
    
    
    
    (54,012
    )Total assets at September 30, 2009
    
    $
    160,476
    
    
    
    346,773
    
    
    
    4,882,385
    
    
    
    496,774
    
    
    
    (466,961
    )
    
    
    5,419,447
 40




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##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real Estate
    
    
    Bluegreen
    
    
    Bluegreen
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2010
    
    Activities
    
    
    Operations
    
    
    Resorts
    
    
    Communities
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate, net of estimated uncollectibles
    
    $
    
    
    
    
    2,455
    
    
    
    117,894
    
    
    
    9,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,089Other resorts and communities operations revenue
    
    
    
    
    
    
    
    
    
    
    49,263
    
    
    
    1,283
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,546Other real estate revenues
    
    
    1,386
    
    
    
    1,228
    
    
    
    37,458
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51
    )
    
    
    40,021Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,317
    
    
    
    239
    
    
    
    81,936
    
    
    
    217,492Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,563
    
    
    
    826
    
    
    
    (1,390
    )
    
    
    80,999Total revenues
    
    
    1,386
    
    
    
    3,683
    
    
    
    204,615
    
    
    
    11,023
    
    
    
    216,880
    
    
    
    1,065
    
    
    
    80,495
    
    
    
    519,147Costs and Expenses:Cost of sales of real estate
    
    
    
    
    
    
    2,175
    
    
    
    22,646
    
    
    
    19,559
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,380Cost of sales of other resorts and communities
operations
    
    
    
    
    
    
    
    
    
    
    35,930
    
    
    
    2,526
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,456Interest expense
    
    
    4,920
    
    
    
    10,423
    
    
    
    
    
    
    
    
    
    
    
    19,749
    
    
    
    11,095
    
    
    
    49,581
    
    
    
    95,768Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,680
    
    
    
    5,038
    
    
    
    
    
    
    
    103,718Selling, general and administrative
    
    
    20,261
    
    
    
    7,515
    
    
    
    114,771
    
    
    
    10,620
    
    
    
    
    
    
    
    
    
    
    
    31,227
    
    
    
    184,394Other expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    172,992
    
    
    
    7,938
    
    
    
    (1,497
    )
    
    
    179,433Total costs and expenses
    
    
    25,181
    
    
    
    20,113
    
    
    
    173,347
    
    
    
    32,705
    
    
    
    291,421
    
    
    
    24,071
    
    
    
    79,311
    
    
    
    646,149Loss on settlement of investment in
Woodbridges subsidiary
    
    
    (1,135
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,135
    )Equity in (loss) earnings
from unconsolidated affiliates
    
    
    (38
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    719
    
    
    
    105
    
    
    
    786Other income
    
    
    4,569
    
    
    
    808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,242
    )
    
    
    2,135(Loss) income from continuing operations
before income taxes
    
    
    (20,399
    )
    
    
    (15,622
    )
    
    
    31,268
    
    
    
    (21,682
    )
    
    
    (74,541
    )
    
    
    (22,287
    )
    
    
    (1,953
    )
    
    
    (125,216
    )Less: Provision (benefit) for income taxes
    
    
    (5,718
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127
    
    
    
    
    
    
    
    396
    
    
    
    (5,195
    )(Loss) income from continuing operations
    
    
    (14,681
    )
    
    
    (15,622
    )
    
    
    31,268
    
    
    
    (21,682
    )
    
    
    (74,668
    )
    
    
    (22,287
    )
    
    
    (2,349
    )
    
    
    (120,021
    )Income from discontinued operations
    
    
    
    
    
    
    2,465
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,465Net (loss) income
    
    $
    (14,681
    )
    
    
    (13,157
    )
    
    
    31,268
    
    
    
    (21,682
    )
    
    
    (74,668
    )
    
    
    (22,287
    )
    
    
    (2,349
    )
    
    
    (117,556
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52,919
    )
    
    
    (52,919
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    50,570
    
    
    
    (64,637
    )
 41




---



##### Table of Contents



BankAtlantic
    
    
    UnallocatedBancorp
    
    
    AmountsBFC
    
    
    Real Estate
    
    
    
    
    
    
    Parent
    
    
    and
    
    
    Segment2009
    
    Activities
    
    
    Operations
    
    
    BankAtlantic
    
    
    Company
    
    
    Eliminations
    
    
    TotalRevenues:Sales of real estate, net of estimated uncollectibles
    
    $
    
    
    
    
    3,285
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    3,324Other real estate revenues
    
    
    843
    
    
    
    1,789
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    2,606Interest income
    
    
    
    
    
    
    
    
    
    
    173,068
    
    
    
    490
    
    
    
    1,390
    
    
    
    174,948Financial Services  non-interest income
    
    
    
    
    
    
    
    
    
    
    100,844
    
    
    
    (490
    )
    
    
    (1,123
    )
    
    
    99,231Total revenues
    
    
    843
    
    
    
    5,074
    
    
    
    273,912
    
    
    
    
    
    
    
    280
    
    
    
    280,109Costs and Expenses:Cost of sales of real estate
    
    
    4,153
    
    
    
    20,106
    
    
    
    
    
    
    
    
    
    
    
    9,399
    
    
    
    33,658Interest expense
    
    
    4,641
    
    
    
    3,965
    
    
    
    49,736
    
    
    
    11,950
    
    
    
    (308
    )
    
    
    69,984Provision for loan losses
    
    
    
    
    
    
    
    
    
    
    131,721
    
    
    
    19,636
    
    
    
    
    
    
    
    151,357Impairment of goodwill
    
    
    2,001
    
    
    
    
    
    
    
    9,124
    
    
    
    
    
    
    
    (583
    )
    
    
    10,542Selling, general and administrative
    
    
    22,569
    
    
    
    12,129
    
    
    
    
    
    
    
    
    
    
    
    (1,473
    )
    
    
    33,225Other expenses
    
    
    
    
    
    
    
    
    
    
    183,688
    
    
    
    5,740
    
    
    
    (872
    )
    
    
    188,556Total costs and expenses
    
    
    33,364
    
    
    
    36,200
    
    
    
    374,269
    
    
    
    37,326
    
    
    
    6,163
    
    
    
    487,322Gain on settlement of investment in Woodbridges subsidiary
    
    
    26,985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,384
    
    
    
    40,369Equity in earnings from unconsolidated affiliates
    
    
    28,729
    
    
    
    
    
    
    
    289
    
    
    
    341
    
    
    
    104
    
    
    
    29,463Impairment of unconsolidated affiliates
    
    
    (31,181
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,181
    )Impairment of investments
    
    
    (2,396
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )Other income
    
    
    4,381
    
    
    
    512
    
    
    
    
    
    
    
    
    
    
    
    (2,368
    )
    
    
    2,525Loss from continuing operations before income taxes
    
    
    (6,003
    )
    
    
    (30,614
    )
    
    
    (100,068
    )
    
    
    (36,985
    )
    
    
    5,237
    
    
    
    (168,433
    )Less: Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Loss from continuing operations
    
    
    (6,003
    )
    
    
    (30,614
    )
    
    
    (100,071
    )
    
    
    (36,985
    )
    
    
    5,237
    
    
    
    (168,436
    )(Loss) income from discontinued operations
    
    
    
    
    
    
    (1,532
    )
    
    
    
    
    
    
    3,701
    
    
    
    
    
    
    
    2,169Net loss
    
    $
    (6,003
    )
    
    
    (32,146
    )
    
    
    (100,071
    )
    
    
    (33,284
    )
    
    
    5,237
    
    
    
    (166,267
    )Less: Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (88,943
    )
    
    
    (88,943
    )Net loss attributable to BFC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    94,180
    
    
    
    (77,324
    )
 42




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##### Table of Contents



20. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk
 BFC
     Core
  Woodbridge
  43




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##### Table of Contents



Bluegreen
 Tennessee Tax Audit
  44




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##### Table of Contents



Pennsylvania Attorney General Lawsuit
 Commonwealth of Pennsylvania
Acting by Attorney General Thomas W. Corbett, Jr. v. Bluegreen Corporation, Bluegreen Resorts,
Bluegreen Vacations Unlimited, Inc. and Great Vacation Destinations, Inc.
 Destin, Florida Deposit Dispute Lawsuit
 Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations
Unlimited, Inc.,; Hubert A. Laird; and MSB of Destin, Inc.,
 Other Matters
  Mountain Lakes Mineral Rights
 Betty Yvon
Lesley et a1 v. Bluff Dale Development Corporation, Bluegreen Southwest One. L.P. et al., Betty Yvon Lesley et a1 v. Bluff Dale
Development Corporation, Bluegreen Southwest One. L.P. et al. Bluegreen Southwest One, L.P. et al. v. Betty Yvon Lesley et al.
 45




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##### Table of Contents



Property Owners Association of Mountain Lakes
Ranch, Inc. v. Bluegreen Southwest One, L.P. et al. th
 Catawba Falls Preserve Homeowners Association Demand Letter
  Marshall, et al. Lawsuit Regarding Community Amenities
 William Marshall and Patricia
Marshall, et al. v Bluegreen Southwest One, L.P., Bluegreen Southwest Land, Inc., Bluegreen
Corporation, Stephen Davis, and Bluegreen Communities of Texas, L.P.
 Schawrz, et al. Lawsuit Regarding Community Amenities
 Paul A. Schwarz and Barbara
S. Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation
 Community Cable Service, LLC Lawsuit
 Community Cable Service, LLC v. Bluegreen Communities
of Georgia, LLC and Sanctuary Cove at St. Andrews Sound Community Association, Inc., a/k/a
Sanctuary Cove Home Developers Association, Inc., Case No. 16-2009-CA-008028,
 46




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##### Table of Contents



BankAtlantic Bancorp
  September 30,
    
    
    December 31,2010
    
    
    2009Commitments to sell fixed rate residential loans
    
    $
    22,408
    
    
    
    23,255Commitments to originate loans held for sale
    
    
    19,569
    
    
    
    18,708Commitments to originate loans held to maturity
    
    
    21,632
    
    
    
    43,842Commitments to purchase residential loans
    
    
    8,100
    
    
    
    Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    372,724
    
    
    
    396,627Standby letters of credit
    
    
    8,818
    
    
    
    13,573Commercial lines of credit
    
    
    67,428
    
    
    
    74,841
   Concentration of Credit Risk
   47




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##### Table of Contents



21. Certain Relationships and Related Party Transactions
   BankAtlanticBFC
    
    Bancorp
    
    BluegreenFor the Three Months Ended September 30, 2010Shared service income (expense)
    
    
    (a
    )
    
    $
    617
    
    
    
    (524
    )
    
    
    (93
    )Facilities cost and information technology
    
    
    (b
    )
    
    $
    (145
    )
    
    
    129
    
    
    
    16For the Three Months Ended September 30, 2009Shared service income (expense)
    
    
    (a
    )
    
    $
    544
    
    
    
    (406
    )
    
    
    (138
    )Facilities cost and information technology
    
    
    (b
    )
    
    $
    (138
    )
    
    
    127
    
    
    
    11For the Nine Months Ended September 30, 2010Shared service income (expense)
    
    
    (a
    )
    
    $
    1,886
    
    
    
    (1,566
    )
    
    
    (320
    )Facilities cost and information technology
    
    
    (b
    )
    
    $
    (425
    )
    
    
    382
    
    
    
    43For the Nine Months Ended September 30, 2009Shared service income (expense)
    
    
    (a
    )
    
    $
    1,723
    
    
    
    (1,312
    )
    
    
    (411
    )Facilities cost and information technology
    
    
    (b
    )
    
    $
    (395
    )
    
    
    353
    
    
    
    42
 
 (a)
    
    Pursuant to the terms of shared service agreements between BFC
and BankAtlantic Bancorp, subsidiaries of BFC provide human
resources, risk management, investor relations, executive office
administration and other services to BankAtlantic Bancorp.
Additionally, BFC provides certain risk management and
administrative services to Bluegreen. The costs of shared
services are allocated based upon the usage of the respective
services.(b)
    
    As part of the shared service arrangement, BFC pays BankAtlantic
and Bluegreen for office facilities cost relating to BFC and its
shared service operations. BFC also pays BankAtlantic for
information technology related services pursuant to a separate
agreement. For information technology related services, BFC paid
BankAtlantic approximately $45,000 during each of the three month
periods ended September 30, 2010 and 2009, and $135,000 and
$115,000 during the nine months ended September 30, 2010 and
2009, respectively.  48




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##### Table of Contents



Class A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    44,176
    
    
    $
    52.38
    49




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##### Table of Contents



22. Loss Per Common Share
  For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic (loss) earnings per common shareNumerator:Loss from continuing operations
    
    $
    (38,861
    )
    
    
    (96,342
    )
    
    
    (120,021
    )
    
    
    (168,436
    )Less: Noncontrolling interests loss
from continuing operations
    
    
    (11,239
    )
    
    
    (43,193
    )
    
    
    (52,919
    )
    
    
    (90,874
    )Loss attributable to BFC
    
    
    (27,622
    )
    
    
    (53,149
    )
    
    
    (67,102
    )
    
    
    (77,562
    )Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )
    
    
    (563
    )
    
    
    (563
    )Loss allocable to common stock
    
    
    (27,810
    )
    
    
    (53,337
    )
    
    
    (67,665
    )
    
    
    (78,125
    )(Loss) income from discontinued operations
    
    
    
    
    
    
    (1,367
    )
    
    
    2,465
    
    
    
    2,169Less: Noncontrolling interests (loss) income
from discontinued operations
    
    
    
    
    
    
    (504
    )
    
    
    
    
    
    
    1,931Discontinued operations attributable to BFC
    
    
    
    
    
    
    (863
    )
    
    
    2,465
    
    
    
    238Net loss allocable to common shareholders
    
    $
    (27,810
    )
    
    
    (54,200
    )
    
    
    (65,200
    )
    
    
    (77,887
    )Denominator:Basic weighted average number
of common shares outstanding
    
    
    75,381
    
    
    
    49,509
    
    
    
    75,379
    
    
    
    46,599Basic (loss) earnings per common share:Loss per share from continuing operations
    
    $
    (0.37
    )
    
    
    (1.08
    )
    
    
    (0.90
    )
    
    
    (1.68
    )Earnings (loss) per share
from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    0.01Basic loss per share
    
    $
    (0.37
    )
    
    
    (1.09
    )
    
    
    (0.87
    )
    
    
    (1.67
    )Diluted earnings (loss) per common share:Numerator:Loss allocable to common stock
    
    $
    (27,810
    )
    
    
    (53,337
    )
    
    
    (67,665
    )
    
    
    (78,125
    )Income (loss) from discontinued operations
allocable to common stock
    
    
    
    
    
    
    (863
    )
    
    
    2,465
    
    
    
    238Net loss allocable to common stock
    
    $
    (27,810
    )
    
    
    (54,200
    )
    
    
    (65,200
    )
    
    
    (77,887
    )DenominatorDiluted weighted average number
of common shares outstanding
    
    
    75,381
    
    
    
    49,509
    
    
    
    75,379
    
    
    
    46,599Diluted (loss) earnings per shareLoss per share from continuing operations
    
    $
    (0.37
    )
    
    
    (1.08
    )
    
    
    (0.90
    )
    
    
    (1.68
    )Earnings (loss) per share
from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    0.03
    
    
    
    0.01Diluted loss per share
    
    $
    (0.37
    )
    
    
    (1.09
    )
    
    
    (0.87
    )
    
    
    (1.67
    )
  50




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##### Table of Contents



23. Parent Company Financial Information
   Parent Company Condensed Statements of Financial Condition
(In thousands)
 September 30,
    
    
    December 31,2010
    
    
    2009AssetsCash and cash equivalents
    
    $
    5,678
    
    
    
    1,308Securities available for sale
    
    
    42,084
    
    
    
    18,981Investment in Woodbridge Holdings, LLC
    
    
    132,920
    
    
    
    197,264Investment in BankAtlantic Bancorp, Inc.
    
    
    23,442
    
    
    
    47,555Investment in and advances in other subsidiaries
    
    
    1,955
    
    
    
    2,218Other assets
    
    
    1,771
    
    
    
    1,279Total assets
    
    $
    207,850
    
    
    
    268,605Liabilities and Shareholders EquityAdvances from wholly owned subsidiaries
    
    $
    935
    
    
    
    818Other liabilities
    
    
    11,633
    
    
    
    11,699Total liabilities
    
    
    12,568
    
    
    
    12,517Redeemable 5% Cumulative Preferred Stock
    
    
    11,029
    
    
    
    11,029Shareholders equity
    
    
    184,253
    
    
    
    245,059Total liabilities and shareholders equity
    
    $
    207,850
    
    
    
    268,605
 Parent Company Condensed Statements of Operations
(In thousands)
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    393
    
    
    
    280
    
    
    
    1,198
    
    
    
    896Expenses
    
    
    2,206
    
    
    
    2,669
    
    
    
    6,752
    
    
    
    6,704(Loss) before earnings (loss) from subsidiaries
    
    
    (1,813
    )
    
    
    (2,389
    )
    
    
    (5,554
    )
    
    
    (5,808
    )Equity loss from Woodbridge Holdings, LLC
    
    
    (14,118
    )
    
    
    (35,778
    )
    
    
    (22,667
    )
    
    
    (31,850
    )Equity loss from BankAtlantic Bancorp
    
    
    (11,489
    )
    
    
    (15,057
    )
    
    
    (38,522
    )
    
    
    (39,880
    )Equity (loss) earnings from other subsidiaries
    
    
    (202
    )
    
    
    75
    
    
    
    (359
    )
    
    
    (24
    )Loss before income taxes
    
    
    (27,622
    )
    
    
    (53,149
    )
    
    
    (67,102
    )
    
    
    (77,562
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (27,622
    )
    
    
    (53,149
    )
    
    
    (67,102
    )
    
    
    (77,562
    )Equity earnings from subsidiaries
discontinued operations
    
    
    
    
    
    
    (863
    )
    
    
    2,465
    
    
    
    238Net loss
    
    
    (27,622
    )
    
    
    (54,012
    )
    
    
    (64,637
    )
    
    
    (77,324
    )5% Preferred Stock dividends
    
    
    (188
    )
    
    
    (188
    )
    
    
    (563
    )
    
    
    (563
    )Net loss allocable to common stock
    
    $
    (27,810
    )
    
    
    (54,200
    )
    
    
    (65,200
    )
    
    
    (77,887
    )
 51




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##### Table of Contents



Parent Company Statements of Cash Flow
(In thousands)
 For the Nine MonthsEnded September 30,2010
    
    

    2009Operating Activities:Net cash used in operating activities
    
    $
    (5,724
    )
    
    
    (5,110
    )Investing Activities:Purchase of securities available for sale
    
    
    (46,174
    )
    
    
    (1,508
    )Proceeds from sales of securities available for sale
    
    
    2,498
    
    
    
    400Proceeds from maturities of securities available for sale
    
    
    24,246
    
    
    
    Distribution from subsidiaries
    
    
    45,085
    
    
    
    30,084Acquisition of BankAtlantic Bancorp Class A shares
    
    
    (15,000
    )
    
    
    (29,888
    )Net cash provided by investing activities
    
    
    10,655
    
    
    
    (912
    )Financing Activities:Proceeds from issuance of Common Stock upon exercise of stock option
    
    
    2
    
    
    
    Preferred stock dividends paid
    
    
    (563
    )
    
    
    (563
    )Net cash used in financing activities
    
    
    (561
    )
    
    
    (563
    )Increase (decrease) in cash and cash equivalents
    
    
    4,370
    
    
    
    (6,585
    )Cash at beginning of period
    
    
    1,308
    
    
    
    9,218Cash at end of period
    
    $
    5,678
    
    
    
    2,633Supplementary disclosure of non-cash investing and financing activitiesBFC and Woodbridge Merger related transactions:Increase in BFCs Class A Common Stock
    
    $
    
    
    
    
    448Increase in additional paid-in capital
    
    
    
    
    
    
    99,135Decrease in BFCs non-controlling interest in Woodbridge
    
    
    
    
    
    
    (99,583
    )Net increase
in shareholders equity from the effect of subsidiaries capital transactions, net of income taxes
    
    
    1,772
    
    
    
    7,818Increase in accumulated other comprehensive income, net of taxes
    
    
    2,951
    
    
    
    10,919BFCs prorata share of the cumulative effect of accounting changes
recognized by Bluegreen
    
    
    
    
    
    
    485Net decrease in shareholders equity resulting from cumulative effect of
change in accounting principle
    
    
    (1,212
    )
    
    
    
   24. Litigation
  52




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##### Table of Contents



In re BankAtlantic Bancorp, Inc. Securities Litigation
 Hubbard Alarm Specialties, Inc. v. BankAtlantic Bancorp, Inc.
 Surety Bond Claim (Westchester Fire Insurance Company v. City of Brooksville)
  National Bank of South Carolina v. Core Communities of South Carolina, LLC, et al. South Carolina
Court of Common Pleas, Fourteenth Judicial Circuit
   53




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##### Table of Contents



Investors Warranty of America, Inc. v. Core Communities of South Carolina, LLC and Core
Communities, LLC, et. al., Circuit Court, Jasper County, South Carolina, and
 Investors Warranty of America, Inc. v. Core Communities, LLC and Horizons Acquisition 5, LLC,
Circuit Court of the Nineteenth Judicial Circuit in and for St. Lucie County, Florida
   25. Restructuring Charges and Exit Activities
  SeveranceRelated and
    
    
    
    
    
    Independent
    
    SuretyBenefits
    
    Contract
    
    Contractor
    
    BondLiability
    
    Liability
    
    Agreements
    
    Accrual
    
    TotalBalance at January 1, 2009
    
    $
    300
    
    
    
    2,166
    
    
    
    597
    
    
    
    1,144
    
    
    
    4,207Expenses incurred
    
    
    2,106
    
    
    
    1,666
    
    
    
    43
    
    
    
    (49
    )
    
    
    3,766Cash payments
    
    
    (2,277
    )
    
    
    (384
    )
    
    
    (532
    )
    
    
    (122
    )
    
    
    (3,315
    )Balance at September 30, 2009
    
    $
    129
    
    
    
    3,448
    
    
    
    108
    
    
    
    973
    
    
    
    4,658
 SeveranceRelatedand
    
    
    
    
    
    Lease
    
    SuretyBenefits
    
    Contract
    
    Termination
    
    BondLiability
    
    Liability
    
    Obligation
    
    Accrual
    
    TotalBalance at January 1, 2010
    
    $
    1,124
    
    
    
    3,925
    
    
    
    1,720
    
    
    
    527
    
    
    
    7,296Expenses incurred
    
    
    2,234
    
    
    
    1,308
    
    
    
    (15
    )
    
    
    
    
    
    
    3,527Amounts paid or amortized
    
    
    (1,994
    )
    
    
    (604
    )
    
    
    (777
    )
    
    
    (37
    )
    
    
    (3,412
    )Balance at September 30,
2010
    
    $
    1,364
    
    
    
    4,629
    
    
    
    928
    
    
    
    490
    
    
    
    7,411
  54




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##### Table of Contents



26. New Accounting Pronouncements
   55




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27. Subsequent Event
    56




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
 Overview
       57




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58




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##### Table of Contents



Forward Looking Statements
   
    
    risks associated with the Companys current business strategy, including the risk that
BFC will not be in a position to provide strategic support to its affiliated entities or
that such support will not achieve the anticipated benefits and may negatively impact our
cash flow;
    
    BFCs shareholders interests may be diluted if additional shares of BFCs common stock
are issued, and BFCs public company investments may be diluted if BankAtlantic Bancorp,
Bluegreen or Benihana issue additional shares of its stock;
    
    the risk that creditors of the Companys subsidiaries or other third parties may seek
to recover distributions or dividends made by such subsidiaries or other amounts owed by
such subsidiaries from their respective parent companies, including BFC;
 59




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##### Table of Contents




    
    the impact of economic, competitive and other factors affecting the Company and its
subsidiaries, and their operations, markets, products and services;
    
    adverse conditions in the stock market, the public debt market and other capital markets
and the impact of such conditions on the activities of the Company and its subsidiaries;
    
    the impact of the current economic downturn on the price and liquidity of BFCs common
stock and on BFCs ability to obtain additional capital, including the risk that if BFC needs or
otherwise believes it is advisable to issue debt or equity securities to fund its
operations, it may not be possible to issue any such securities on favorable terms, if at
all;
    
    the performance of entities in which the Company has made investments may not be
profitable or their results as anticipated;
    
    BFC is dependent upon dividends from its subsidiaries to fund its operations, and
currently BankAtlantic Bancorp is prohibited from paying dividends and may not pay
dividends in the future, whether as a result of such restrictions continuing in the future
or otherwise, and Bluegreen has historically not paid dividends on its common stock, and
even if paid, BFC has historically experienced and may continue to experience negative cash
flow;
    
    the uncertainty regarding the amount of cash that will be required to be paid to
Woodbridge shareholders who exercised appraisal rights in connection with Woodbridges
merger with BFC;
    
    the risks related to the indebtedness of Woodbridge and its subsidiaries, including the
risks relating to the indebtedness currently in default and the risk that negotiations and
agreements relating to the resolution of the indebtedness and the release from the
obligations under any or all of the debt may not be successful or complied with;
    
    the risks relating to Cores liquidity, cash position and ability to continue
operations, including the risk that Core could be obligated to make additional payments
under its outstanding development bonds, or incur additional impairment charges and losses
beyond those already incurred;
    
    the risk that Cores  lenders will
foreclose on the   property which serves as collateral for defaulted loans or take other
remedial actions available to them, and Core could incur additional impairment charges and
losses beyond those already incurred;
    
    risks associated with the securities we hold directly or indirectly, including the risk
that we may record further impairment charges with respect to such securities in the event
trading prices decline in the future;
    
    uncertainties  associated with the accounting for the Bluegreen share acquisition, including the impact of changes in the
estimates and analyses used to determine the revised evaluation of the inventory of
Bluegreen as of the acquisition date and the effect, if any, on the amount of the $183.1
million bargain purchase gain recorded at December 31, 2009;
    
    the preparation of financial statements in accordance with GAAP involves making
estimates, judgments and assumptions, and our financial condition and operating results
may be materially impacted in the future if our estimates, judgments or assumptions prove
to be incorrect;
    
    risks relating to our investment in Benihana, including the risk that Benihana may not
be successful in its efforts to sell Benihana, and the risk that any such sale may not
have a favorable impact on our investment in Benihana or otherwise on our financial
condition, cash position and operating results;
    
    the risk that the amount of any tax refund that we may receive in the future may be
less than expected, or received later than expected;
    
    the risks related to litigation and other legal proceedings against BFC and its
subsidiaries, including the costs and expenses of such proceedings, including legal and other professional fees, as well as the impact of any finding of liability or damages on our financial condition and operating results; and
    
    the Companys success at managing the risks involved in the foregoing.
  
    
    the impact of economic, competitive and other factors affecting BankAtlantic Bancorp and
its operations, markets, products and services, including the impact of the changing
regulatory environment, a continued or deepening recession, continued decreases in real
estate values, and increased unemployment or sustained high unemployment rates on its
business generally, BankAtlantics regulatory capital ratios, the ability of its borrowers
to service their obligations and its customers to maintain account balances and the value
of collateral securing its loans;
    
    credit risks and loan losses, and the related sufficiency of the allowance for loan
losses, including the impact on the credit quality of BankAtlantic Bancorp loans (including
those held in the asset workout subsidiary of BankAtlantic Bancorp) of a sustained downturn
in the economy and in the real estate market
and other changes in the real estate markets in BankAtlantic Bancorps trade area and where
collateral is located;
 60




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
    
    the quality of BankAtlantic Bancorps real estate based loans including its residential
land acquisition and development loans (including Builder land bank loans, Land acquisition
and development loans and Land acquisition, development and construction loans) as well as
Commercial land loans, other Commercial real estate loans; and Residential loans and
Consumer loans; and conditions specifically in those market sectors;
    
    the quality of BankAtlantic Bancorps Commercial business loans and conditions
specifically in that market sector;
    
    the risks of additional charge-offs, impairments and required increases in BankAtlantic
Bancorp allowance for loan losses especially if the economy and real estate markets in
Florida do not improve;
    
    additional regulatory requirements or restrictions on BankAtlantic Bancorps activities
which impact BankAtlantic Bancorps business and prospects;
    
    the uncertain impact of legal proceedings on BankAtlantic Bancorps financial condition
or operations;
    
    changes in interest rates and the effects of, and changes in, trade, monetary and fiscal
policies and laws including their impact on the banks net interest margin;
    
    adverse conditions in the stock market, the public debt market and other financial and
credit markets and the impact of such conditions on our activities, the value of our assets
and on the ability of our borrowers to service their debt obligations and maintain account
balances;
    
    BankAtlantic Bancorp may not be able to sell its Tampa operations on acceptable terms or
at all;
    
    BankAtlantic Bancorp expense reduction initiatives may not be successful and additional
cost savings may not be achieved;
    
    BankAtlantic Bancorp may raise additional capital and such capital may be highly
dilutive to BankAtlantic Bancorps shareholders or may not be available;
    
    the impact of periodic valuation testing of goodwill, deferred tax assets and other
assets;
    
    past performance and perceived trends may not be indicative of future results; and
    
    BankAtlantic Bancorp success at managing the risks involved in the foregoing.
  
    
    the overall state of the economy, interest rates and the availability of financing
affect Bluegreens ability to market vacation ownership interests (VOIs) and
residential homesites;
    
    Bluegreen would incur substantial losses and its liquidity position could be adversely
impacted if the customers it finances default on their obligations;
    
    Bluegreens business plan historically has depended on its ability to sell or borrow
against its notes receivable to support its liquidity and profitability;
    
    while Bluegreen has attempted to restructure its business to reduce its need for and
reliance on financing for liquidity in the short term, there is no assurance that such
restructuring will be successful or that its business and profitability will not
otherwise continue to depend on its ability to obtain financing, which may not be
available on favorable terms, or at all;
    
    Bluegreens results of operations and financial
condition could in the past has been and be in the future continue to adversely impacted
if its estimates concerning its notes receivable are incorrect. This may include
additional impairment charges on loans generated prior to December 2008, when Bluegreen
implemented stricter credit underwriting standards. In addition, Bluegreens new credit
underwriting standards may not have the anticipated favorable impact on the performance
of its receivables;
    
    Bluegreens future success depends on its ability to market its products successfully
and efficiently;
    
    Bluegreen is subject to the risks of the real estate market and the risks associated
with real estate development, including the decline in real estate values and the
deterioration of real estate sales;
    
    Bluegreens adoption on January 1, 2010, of the accounting guidance requiring the
consolidation of its special purpose finance entities had a material adverse impact on
its net worth, leverage, and book value per share, and could have an adverse impact on
its profits in the future;
    
    Bluegreens initiatives to increase the amount of cash received upon sales of VOIs
and to achieve selling and marketing efficiencies in its Bluegreen Resorts segment may
not be successful;
    
    Bluegreen may not be successful in increasing or expanding its fee-based services
relationships and its fee-based service activities may not be profitable, which may have
an adverse impact on its results of operations and financial condition;
    
    low consumer demand for homesites has had and may continue to have, an adverse impact
on Bluegreens Communities segment;
 61




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
    
    claims for development-related defects could adversely affect Bluegreens financial
condition and operating results;
    
    the resale market for VOIs could adversely affect Bluegreens business;
    
    Bluegreen may be adversely affected by extensive federal, state and local laws and
regulations and changes in applicable laws and regulations, including with respect to the
imposition of additional taxes on operations. In addition, results of audits of
Bluegreens tax returns or those of its subsidiaries may have a material and adverse
impact on its financial condition;
    
    environmental liabilities, including claims with respect to mold or hazardous or toxic
substances, could have a material adverse impact on Bluegreens business;
    
    the ratings of third-party rating agencies could adversely impact Bluegreens ability
to obtain, renew, or extend credit facilities, debt, or otherwise raise capital;
    
    in the near term, Bluegreen has significant debt maturing and advance periods expiring
on its receivable-backed credit facilities, which could adversely impact its liquidity
position, and, it may not be successful in refinancing or renewing the debt on favorable
terms, if at all;
    
    Bluegreens financial statements are prepared based on certain estimates, including
those related to future cash flows which in turn are based upon expectations of its
performance given current and projected forecasts of the economy and real estate markets
in general. Bluegreens results and financial condition may be materially and adversely
impacted if the adverse conditions in the real estate market continue for longer than
expected or deteriorate further or if its performance does not otherwise meet its
expectations; and
    
    the loss of the services of Bluegreens key management and personnel could adversely
affect its business.
  Critical Accounting Policies
  New Accounting Pronouncements
  62




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Summary of Consolidated Results of Operations
  For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,Income (loss) from operations:
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Real Estate and Other
    
    $
    (13,677
    )
    
    
    (44,254
    )
    
    
    (23,066
    )
    
    
    (31,380
    )Financial Services
    
    
    (25,184
    )
    
    
    (52,088
    )
    
    
    (96,955
    )
    
    
    (137,056
    )Loss from continuing operations
    
    
    (38,861
    )
    
    
    (96,342
    )
    
    
    (120,021
    )
    
    
    (168,436
    )(Loss) income from discontinued operations
    
    
    
    
    
    
    (1,367
    )
    
    
    2,465
    
    
    
    2,169Net loss
    
    
    (38,861
    )
    
    
    (97,709
    )
    
    
    (117,556
    )
    
    
    (166,267
    )Less: Net loss attributable
to noncontrolling interests
    
    
    (11,239
    )
    
    
    (43,697
    )
    
    
    (52,919
    )
    
    
    (88,943
    )Net loss attributable to BFC
    
    
    (27,622
    )
    
    
    (54,012
    )
    
    
    (64,637
    )
    
    
    (77,324
    )5% Preferred stock dividends
    
    
    (188
    )
    
    
    (188
    )
    
    
    (563
    )
    
    
    (563
    )Net loss allocable to common stock
    
    $
    (27,810
    )
    
    
    (54,200
    )
    
    
    (65,200
    )
    
    
    (77,887
    )
    63




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Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents primarily reflecting a $58.5 million in
BankAtlantic Bancorps interest bearing cash balances at the Federal Reserve Bank
associated with daily cash management activities;
    
    an increase in BankAtlantic Bancorps interest-bearing deposits at other financial
institutions associated with the investment of excess cash reflecting that yields on
certificates of deposit at federally insured financial institutions were higher than
alternative short term investment yields;
    
    increase in securities available for sale reflecting BankAtlantic Bancorps purchase of
$253.3 million of agency and municipal securities partially offset by the sale of $43.8
million of mortgage-backed securities as well as repayments;
    
    an increase in derivatives associated with a foreign currency derivative position
executed during 2010 as an economic hedge of foreign currency used in BankAtlantics ATM
cruise ship operations;
    
    a decrease in investment securities due to the maturity of investments;
    
    a decrease in current income tax receivables primarily resulting from the receipt of
income tax refunds associated with recent tax law changes which extended the net operating
loss carry-back period from two years to up to five years;
    
    a decrease in BankAtlantic Bancorps tax certificate balances primarily relating to
redemptions, partially offset by the purchase of $97.3 million of tax certificates during
2010;
    
    a decrease in BankAtlantic Bancorps loan receivable balances associated with $107.9
million of charge-offs, $40.7 million of loans transferred to real estate owned, and
repayments of loans in the ordinary course of business combined with a significant decline
in loan originations and purchases;
    
    a decrease in accrued interest receivables primarily resulting from tax certificate
activities and lower loan balances at BankAtlantic Bancorp;
    
    a decrease in real estate inventory reflecting a sale of $6.5 million at BankAtlantic
and a decrease in Bluegreens real estate inventory, including non-cash charges of
approximately $8.7 million, net of purchase accounting;
    
    an increase in BankAtlantic Bancorps real estate owned and other repossessed assets
associated with residential and commercial loan foreclosures;
    
    a decrease in office properties and equipment resulting from BankAtlantic Bancorps
depreciation and the transfer of $18.1 million of fixed assets to assets held for sale net
of impairments;
    
    a decrease in assets held for sale from discontinued operations resulting from the sale
of Cores Projects in June 2010; and
    
    an increase in assets held for sale comprised of cash and fixed assets transferred to
held for sale upon the announcement that BankAtlantic intended to pursue the sale of its
Tampa operations.
 64




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
    
    a decrease in BankAtlantics interest bearing deposit account balances associated with
declines in certificate of deposit balances and the transfer of $259.9 million of Tampa
operations interest bearing deposits to deposits held for sale;
    
    a decrease in BankAtlantics non-interest-bearing deposit balances primarily due to
the transfer of $79.5 million of Tampa operations non-interest bearing deposits to held
for sale;
    
    lower FHLB advances at BankAtlantic due to repayments;
    
    a decrease in notes and mortgage notes payable and other
borrowings  resulting from net
repayments related to Bluegreens debt collateralized by notes
receivable;
    
    an increase in BankAtlantic Bancorps outstanding junior subordinated debentures due to interest
deferrals;
    
    a decrease in liabilities related to assets held for sale from discontinued operations
resulting from the sale of Cores Projects in June 2010; and
    
    an increase in other liabilities associated with $8.2 million of higher loan escrow
balances, $5.2 million of securities purchased pending settlement and real estate tax liabilities
at BankAtlantic Bancorp.
 65




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BFC Activities
 BFC Activities
    For The Three Months
    
    
    For The Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeRevenuesOther revenues
    
    $
    517
    
    
    
    342
    
    
    
    175
    
    
    
    1,386
    
    
    
    843
    
    
    
    543Total revenue
    
    
    517
    
    
    
    342
    
    
    
    175
    
    
    
    1,386
    
    
    
    843
    
    
    
    543Cost and ExpensesCost of sales of real estate
    
    
    
    
    
    
    4,136
    
    
    
    (4,136
    )
    
    
    
    
    
    
    4,153
    
    
    
    (4,153
    )Interest expense, net
    
    
    1,439
    
    
    
    1,869
    
    
    
    (430
    )
    
    
    4,920
    
    
    
    4,641
    
    
    
    279Selling, general and
administrative expenses
    
    
    6,633
    
    
    
    8,026
    
    
    
    (1,393
    )
    
    
    20,261
    
    
    
    22,569
    
    
    
    (2,308
    )Impairment of goodwill
    
    
    
    
    
    
    2,001
    
    
    
    (2,001
    )
    
    
    
    
    
    
    2,001
    
    
    
    (2,001
    )Total costs and expenses
    
    
    8,072
    
    
    
    16,032
    
    
    
    (7,960
    )
    
    
    25,181
    
    
    
    33,364
    
    
    
    (8,183
    )(Loss) gain on settlement of investment in
Woodbridges subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,135
    )
    
    
    26,985
    
    
    
    (28,120
    )Equity in earnings (loss) from unconsolidated
affiliates
    
    
    (11
    )
    
    
    11,767
    
    
    
    (11,778
    )
    
    
    (38
    )
    
    
    28,729
    
    
    
    (28,767
    )Impairment of unconsolidated affiliates
    
    
    
    
    
    
    (10,780
    )
    
    
    10,780
    
    
    
    
    
    
    
    (31,181
    )
    
    
    31,181Impairment of investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,396
    )
    
    
    2,396Other income
    
    
    1,403
    
    
    
    1,502
    
    
    
    (99
    )
    
    
    4,569
    
    
    
    4,381
    
    
    
    188Loss from continuing
operations before income
taxes
    
    
    (6,163
    )
    
    
    (13,201
    )
    
    
    7,038
    
    
    
    (20,399
    )
    
    
    (6,003
    )
    
    
    (14,396
    )Less: Benefit for income taxes
    
    
    (71
    )
    
    
    
    
    
    
    (71
    )
    
    
    (5,718
    )
    
    
    
    
    
    
    (5,718
    )Net (loss) income
    
    $
    (6,092
    )
    
    
    (13,201
    )
    
    
    7,109
    
    
    
    (14,681
    )
    
    
    (6,003
    )
    
    
    (8,678
    )
    66




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BFC Activities
       2008 and 2007 Step acquisitions  Purchase Accounting
  BFC Activities- Liquidity and Capital Resources
  67




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BFC Activities
          68




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BFC Activities
     69




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BFC Activities
      70




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Real Estate
 Real Estate Operations Segment
    Real Estate Operations
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeRevenues:Sales of real estate
    
    $
    
    
    
    
    130
    
    
    
    (130
    )
    
    
    2,455
    
    
    
    3,285
    
    
    
    (830
    )Other revenues
    
    
    294
    
    
    
    512
    
    
    
    (218
    )
    
    
    1,228
    
    
    
    1,789
    
    
    
    (561
    )Total revenues
    
    
    294
    
    
    
    642
    
    
    
    (348
    )
    
    
    3,683
    
    
    
    5,074
    
    
    
    (1,391
    )Costs and expenses:Cost of sales of real estate
    
    
    
    
    
    
    18,144
    
    
    
    (18,144
    )
    
    
    2,175
    
    
    
    20,106
    
    
    
    (17,931
    )Selling, general and
administrative expenses
    
    
    3,054
    
    
    
    3,480
    
    
    
    (426
    )
    
    
    7,515
    
    
    
    12,129
    
    
    
    (4,614
    )Interest expense
    
    
    6,573
    
    
    
    1,259
    
    
    
    5,314
    
    
    
    10,423
    
    
    
    3,965
    
    
    
    6,458Total costs and expenses
    
    
    9,627
    
    
    
    22,883
    
    
    
    (13,256
    )
    
    
    20,113
    
    
    
    36,200
    
    
    
    (16,087
    )Gain on sale of real estate assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275
    
    
    
    
    
    
    
    275Interest and other income
    
    
    47
    
    
    
    102
    
    
    
    (55
    )
    
    
    533
    
    
    
    512
    
    
    
    21Loss from continuing operations
before income taxes
    
    
    (9,286
    )
    
    
    (22,139
    )
    
    
    12,853
    
    
    
    (15,622
    )
    
    
    (30,614
    )
    
    
    14,992Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (9,286
    )
    
    
    (22,139
    )
    
    
    12,853
    
    
    
    (15,622
    )
    
    
    (30,614
    )
    
    
    14,992Discontinued operations:(Loss) income from
discontinued operations, net
of tax
    
    
    
    
    
    
    (867
    )
    
    
    867
    
    
    
    2,465
    
    
    
    (1,532
    )
    
    
    3,997Net loss
    
    $
    (9,286
    )
    
    
    (23,006
    )
    
    
    13,720
    
    
    
    (13,157
    )
    
    
    (32,146
    )
    
    
    18,989
 71




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Real Estate
 For the Three Months Ended September 30, 2010 Compared to the Same 2009 Period
       For the Nine Months Ended September 30, 2010 Compared to the Same 2009 Period
     72




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Real Estate
     Cores Liquidity and Capital Resources
   73




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Real Estate
      Off Balance Sheet Arrangements and Contractual Obligations
  74




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Real Estate
     Payments due by periodMore thanLess than
    
    
    13 - 36
    
    
    37 - 60
    
    
    60Category
    
    Total
    
    
    12 Months
    
    
    Months
    
    
    Months
    
    
    MonthsDebt obligations (1)
    
    $
    273,281
    
    
    
    176,842
    
    
    
    503
    
    
    
    10,725
    
    
    
    85,211Operating lease obligations (2)
    
    
    940
    
    
    
    714
    
    
    
    167
    
    
    
    59
    
    
    
    Severance related termination
obligations
    
    
    19
    
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    274,240
    
    
    
    177,575
    
    
    
    670
    
    
    
    10,784
    
    
    
    85,211
 
 (1)
    
    Amounts represent scheduled principal payments. Debt obligations consist of notes,
mortgage notes and bonds payable and junior subordinated debentures. The timing of
contractual payments for debt obligations assumes the exercise of all extensions available
at our sole discretion. Debt obligations include defaulted loans totaling approximately
$176.6 million as of September 30, 2010, of which repayment of the outstanding debt was
accelerated by the lender and is currently being shown as immediately due and payable in
less than 12 months. See Note 3 and Note 15 of the Notes to Unaudited Consolidated
Financial Statements included in Item 1 of this report for more information regarding the
defaulted loans.(2)
    
    Operating lease obligations consist of lease commitments. 75




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##### Table of Contents



Real Estate
    Bluegreen
 Bluegreens results of operations for the three and nine months ended September 30, 2010 are
reported through two reportable segments which are Bluegreen Resorts and Bluegreen Communities. For
the three and nine months ended September 30, 2009, our earnings attributable to Bluegreen were
reported under the equity method of accounting as part of Woodbridge other operations which
continues to be included in the BFC Activities segment. Bluegreen is a separate public company, and the following information is derived from the
Management Discussion and Analysis of Financial Condition and Results of Operations section of
Bluegreens Quarterly Report of Form 10-Q for the
quarter ended September 30, 2010
   
    
    Bluegreens system-wide sales of VOIs totaled $90.0 million.
    
    The Bluegreen Communities Division generated a segment operating loss of approximately
$12.4 million, including non-cash impairment charges of $8.7 million associated with the
write-down of the inventory balances of certain phases of its communities properties.
    
    Bluegreens sales and marketing fee-based service business sold $22.1 million of
third-party developer inventory and earned sales and marketing
commissions of $15.1 million.
 76




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##### Table of Contents



Real Estate
 
    
    Bluegreen recorded a non-cash charge of $15.8 million to increase the allowance for loan
losses on its VOI notes receivables generated prior to December 15, 2008 (the date
Bluegreen implemented FICO-based credit underwriting standards), as certain lower FICO
receivables are expected to experience higher than originally anticipated losses.
    
    Bluegreens adoption of the amendment to the accounting guidance associated with the
consolidation of VIEs on January 1, 2010, resulted in its consolidation of seven existing
special purpose financing entities that are associated with past securitization
transactions. In addition to the changes to the Companys Consolidated Statement of
Financial Condition (see Note 2 of the Notes to the Unaudited Consolidated Financial
Statements), the consolidation of these special purpose finance entities impacted the
Statement of Operations during the three months ended September 30, 2010 by increasing
Bluegreens interest income from VOI notes receivable and increasing interest expense on
notes payable, compared to prior periods.
    
    Bluegreen successfully completed the securitization of $36.1 million of the lowest
FICO-score loans previously financed in the BB&T Purchase Facility, for gross cash proceeds
of $24.3 million. Substantially all of the timeshare receivables included in this
transaction were generated prior to December 15, 2008 and had FICO scores below 600.
     77




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Real Estate
      78




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Real Estate
 Bluegreen Segments Financial Results
  Bluegreen Resorts
    
    
    Bluegreen Communities
    
    
    TotalPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales(dollars in thousands)Three Months Ended
September 30, 2010:System-wide sales (1)
    
    $
    90,002Change in sales deferred
under timeshare
accounting rules
    
    
    4,854Estimated uncollectible
VOI notes receivable
    
    
    (8,908
    )System-wide sales, net
    
    
    85,948
    
    
    
    100
    %
    
    $
    3,137
    
    
    
    100
    %
    
    $
    89,085
    
    
    
    100
    %Sales of third-party VOIs
    
    
    (22,090
    )
    
    
    (26
    )
    
    
    
    
    
    
    
    
    
    
    (22,090
    )
    
    
    (25
    )Adjustment to allowance
for loan losses
    
    
    (9,076
    )
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    (9,076
    )
    
    
    (10
    )Sales of real estate
    
    
    54,782
    
    
    
    64
    
    
    
    3,137
    
    
    
    100
    
    
    
    57,919
    
    
    
    65Cost of real estate sales
    
    
    (10,473
    )
    
    
    (16)
    *
    
    
    (11,367
    )
    
    
    (362)
    *
    
    
    (21,840
    )
    
    
    (33)
    *Gross profit
    
    
    44,309
    
    
    
    84
    *
    
    
    (8,230
    )
    
    
    (262)
    *
    
    
    36,079
    
    
    
    67
    *Fee-based sales
commission revenue
    
    
    15,148
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    15,148
    
    
    
    17Other resort fee-based
services revenues
    
    
    17,170
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    17,170
    
    
    
    19Other revenues
    
    
    
    
    
    
    
    
    
    
    433
    
    
    
    14
    
    
    
    433
    
    
    
    Cost of other resort
fee-based services
    
    
    (12,535
    )
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    (12,535
    )
    
    
    (14
    )Cost of other operations
    
    
    
    
    
    
    
    
    
    
    (866
    )
    
    
    (28
    )
    
    
    (866
    )
    
    
    (1
    )Segment selling, general
and administrative
expenses (2)
    
    
    (45,997
    )
    
    
    (54
    )
    
    
    (3,752
    )
    
    
    (120
    )
    
    
    (49,749
    )
    
    
    (56
    )Segment operating profit
(loss)
    
    $
    18,095
    
    
    
    21
    
    
    $
    (12,415
    )
    
    
    (396
    )
    
    $
    12,389
    
    
    
    6
 79




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##### Table of Contents



Real Estate
 Bluegreen Resorts
    
    
    Bluegreen Communities
    
    
    TotalPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    PercentageAmount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales
    
    
    Amount
    
    
    of Sales(dollars in thousands)Nine Months Ended
September 30, 2010:System-wide sales (1)
    
    $
    218,185Change in sales deferred
under timeshare
accounting rules
    
    
    (1,660
    )Estimated uncollectible
VOI notes receivable
    
    
    (20,269
    )System-wide sales, net
    
    
    196,256
    
    
    
    100
    %
    
    $
    9,740
    
    
    
    100
    %
    
    $
    205,996
    
    
    
    100
    %Sales of third-party VOIs
    
    
    (56,045
    )
    
    
    (29
    )
    
    
    
    
    
    
    
    
    
    
    (56,045
    )
    
    
    (27
    )Adjustment to allowance
for loan losses
    
    
    (22,317
    )
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    (22,317
    )
    
    
    (11
    )Sales of real estate
    
    
    117,894
    
    
    
    60
    
    
    
    9,740
    
    
    
    100
    
    
    
    127,634
    
    
    
    62Cost of real estate sales
    
    
    (22,646
    )
    
    
    (16)
    *
    
    
    (19,559
    )
    
    
    (201)
    *
    
    
    (42,205
    )
    
    
    (28)
    *Gross profit
    
    
    95,248
    
    
    
    84
    *
    
    
    (9,819
    )
    
    
    (101)
    *
    
    
    85,429
    
    
    
    72
    *Fee-based sales
commission revenue
    
    
    37,458
    
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    37,458
    
    
    
    18Other resort fee-based
services revenues
    
    
    49,263
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    49,263
    
    
    
    24Other revenues
    
    
    
    
    
    
    
    
    
    
    1,283
    
    
    
    13
    
    
    
    1,283
    
    
    
    1Cost of other resort
fee-based services
    
    
    (35,930
    )
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    (35,930
    )
    
    
    (17
    )Cost of other operations
    
    
    
    
    
    
    
    
    
    
    (2,526
    )
    
    
    (26
    )
    
    
    (2,526
    )
    
    
    (1
    )Segment selling, general
and administrative
expenses (2)
    
    
    (114,771
    )
    
    
    (58
    )
    
    
    (10,620
    )
    
    
    (109
    )
    
    
    (125,391
    )
    
    
    (61
    )Segment operating profit
(loss)
    
    $
    31,268
    
    
    
    16
    
    
    $
    (21,682
    )
    
    
    (223
    )
    
    $
    9,586
    
    
    
    5
 
 *
    
    Percentages for Bluegreen Resorts cost of real estate sales and gross profit are calculated
as a percentage of sales of real estate.(1)
    
    Includes sales of VOIs made on behalf of third parties, which are transacted through the same
process as the sale of Bluegreens vacation ownership inventory, and involve similar selling and
marketing costs.(2)
    
    General and administrative expenses attributable to corporate overhead have been excluded from
the tables. Corporate general and administrative expenses (excluding mortgage operations) totaled
$8.3 million and $31.7 million, respectively, for the three and nine months ended September 30,
2010. (See Corporate General and Administrative Expenses below for further discussion). 80




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##### Table of Contents



Real Estate
 Bluegreen Resorts
 Bluegreen Resorts  Resort Sales and Marketing
  For the Three
    
    For the NineMonths
    
    MonthsEnded September 30,
    
    Ended September 30,2010
    
    2010Number of sales offices operated at the end of the period
    
    
    20
    
    
    
    20Number of Bluegreen VOI sales transactions
    
    
    5,569
    
    
    
    14,217Number of sales made on behalf of third-party developers
for a fee
    
    
    1,792
    
    
    
    4,588Total VOI sales transactions
    
    
    7,361
    
    
    
    18,805Average sales price per transaction
    
    $
    12,212
    
    
    $
    11,986Number of total prospects tours
    
    
    47,750
    
    
    
    121,329Sale-to-tour conversion ratio total prospects
    
    
    15.4
    %
    
    
    15.5
    %Number of new prospects tours
    
    
    28,463
    
    
    
    70,200Sale-to-tour conversion ratio new prospects
    
    
    10.1
    %
    
    
    10.7
    %Sales to existing Bluegreen Vacation Club owners as a
percentage of system-wide sales
    
    
    58
    %
    
    
    58
    %
 Other Resort Fee-Based Services
  For the Three Months
    
    For the Nine MonthsEnded September 30, 2010
    
    Ended September 30, 2010Fee-based management
services
    
    $
    5,890
    
    
    $
    19,540Title operations
    
    
    2,427
    
    
    
    5,470Net carrying cost of
developer inventory
    
    
    (2,276
    )
    
    
    (7,593
    )Other
    
    
    (149
    )
    
    
    (343
    )Total
    
    $
    5,892
    
    
    $
    17,074
 81




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##### Table of Contents



Real Estate
 Bluegreen Communities
  For the Three Months
    
    For the Nine MonthsEnded September 30, 2010
    
    Ended September 30, 2010Number of homesites sold
    
    
    46
    
    
    
    175Average sales price per
homesite
    
    $
    62,554
    
    
    $
    60,063
 Finance Operations
  Profit from Notes Receivable Portfolio and Mortgage Servicing Operations
  For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,2010
    
    2010IncomeInterest income:VOI notes receivable
    
    $
    20,818
    
    
    $
    80,919Other
    
    
    51
    
    
    
    132Total interest income
    
    
    20,869
    
    
    
    81,051Servicing fee income:Fee-based services
    
    
    58
    
    
    
    104Total income
    
    
    20,927
    
    
    
    81,155ExpensesInterest expense on
receivable-backed notes payable
    
    
    10,890
    
    
    
    34,616Cost of mortgage servicing operations
    
    
    664
    
    
    
    1,852Total expenses
    
    
    11,554
    
    
    
    36,468Pre-tax profit on notes receivable
portfolio and mortgage servicing
operations
    
    $
    9,373
    
    
    $
    44,687
 Mortgage Servicing Operations.
  82




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##### Table of Contents



Real Estate
   Interest Expense
    Corporate General and Administrative Expenses
  Non-controlling Interest in Income of Consolidated Subsidiary
  Bluegreens Liquidity and Capital Resources
  83




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##### Table of Contents



Real Estate
    
    
    Maintaining a significantly reduced sales level in its Resorts business in an effort to
match its sales pace to its liquidity and known receivable capacity;
    
    Emphasizing cash-based business in its sales, resort management and finance operations,
with particular focus on growing its fee-based service business;
    
    Minimizing the cash requirements of Bluegreen Communities;
    
    Maintaining reduced levels of overhead and continuing to seek increasing efficiency;
    
    Minimizing capital spending;
    
    Working with its lenders to renew, extend, or refinance its credit facilities;
    
    Maintaining compliance under its outstanding indebtedness; and
    
    Continuing to provide what Bluegreen believes to be a high level of quality vacation
experiences and customer service to its VOI owners.
    84




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##### Table of Contents



Real Estate
  Credit Facilities
  Credit Facilities for Bluegreen Receivables with Future Availability
  Outstanding
    
    
    
    
    
    
    AdvanceBalance as
    
    
    Availability
    
    
    Period
    
    BorrowingRevolving
    
    
    of
    
    
    as of
    
    
    Expiration;
    
    Rate; Rate asBorrowing
    
    
    September
    
    
    September
    
    
    Borrowing
    
    of June 30,Limit
    
    
    30, 2010
    
    
    30, 2010
    
    
    Maturity
    
    2010August 31, 2011;
    
    Prime + 3.50%;BB&T Purchase Facility(1)
    
    $
    125,000
    
    
    $
    93,462
    
    
    $
    31,538
    
    
    September 5, 2023
    
    6.75%November 26, 2010;
    
    Prime+2.25%;Liberty Bank Facility(1)
    
    
    75,000
    
    
    
    71,585
    
    
    
    3,418
    
    
    August 27, 2014
    
    6.50% (2)Total
    
    $
    200,000
    
    
    $
    165,044
    
    
    $
    34,956
 
 (1)
    
    Facility is revolving during the advance period, providing additional
availability as the facility is paid down, subject to eligible collateral and applicable
terms and conditions.(2)
    
    Interest charged on this facility is variable, subject to a floor of 6.5%. BB&T Purchase Facility.
  85




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##### Table of Contents



Real Estate
     Liberty Bank Facility
     Other Outstanding Receivable-Backed Notes Payable
  86




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##### Table of Contents



Real Estate
 Balance as of
    
    
    
    
    Borrowing Rate; RateSeptember 30,
    
    
    Borrowing
    
    as of September 30,2010
    
    
    Maturity
    
    2010The GE Bluegreen/Big Cedar Facility
    
    $
    25,964
    
    
    April 16, 2016
    
    30 day LIBOR+1.75%; 2.01%Wells Fargo Facility
    
    
    3,740
    
    
    December 31, 2010
    
    Prime + 0.50%; 4.00% (1)The RFA Receivables Facility
    
    
    3,637
    
    
    February 15, 2015
    
    30 day LIBOR+4.00%; 4.26%National Bank of Arizona Receivables Facility
    
    
    20,000
    
    
    September 30, 2017
    
    30 day LIBOR + 5.25%; 6.75%Legacy Securitization
    
    
    24,375
    
    
    September 2, 2025
    
    12%(2)Non-recourse Securitization Debt
    
    
    350,488
    
    
    Varies
    
    Varies$
    428,204
 
 (1)
    
    Interest charged on this facility is variable and is subject to a 4.00%
floor.(2)
    
    Legacy Securitization debt bears interest at a coupon rate of 12% and was issued
at a discount resulting in an effective yield of 18.5%. The GE Bluegreen/Big Cedar Facility.
 The Wells Fargo Facility.
 National Bank of Arizona Receivables Facility.
 Legacy Securitization.
 87




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##### Table of Contents



Real Estate
   Receivable-Backed Notes Payable Previously Reported as Off-Balance-Sheet  Non-Recourse
Securitization Debt
 Notes to Condensed Consolidated Financial Statements
 Other Effective Receivable Capacity.
 Credit Facilities for Bluegreen Inventories without Existing Future Availability
  Balance as ofSeptember 30,
    
    
    Borrowing
    
    Borrowing Rate; Rate as of2010
    
    
    Maturity (1)
    
    September 30, 2010The RFA AD&C Facility
    
    $
    63,861
    
    
    Varies by loan (2)
    
    30 day LIBOR+4.50%;    4.76%The H4BG Communities
Facility
    
    
    33,117
    
    
    December 31, 2012
    
    Prime + 2.00%;   10.00%The Textron AD&C Loans
    
    
    10,699
    
    
    Varies by loan (2)
    
    Prime + 1.25 - 1.50%;   4.50%  4.75%Wells Fargo Term Loan
    
    
    33,576
    
    
    April 30, 2012
    
    30 day LIBOR + 6.87%;      7.13%$
    141,253
 
 (1)
    
    Repayment of the outstanding amount is effected through release payments as the
related collateral is sold, subject to periodic minimum required amortization between
September 30, 2010 and maturity.(2)
    
    The maturity dates for this facility vary by loan as discussed below. The RFA AD&C Facility . TM
 88




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##### Table of Contents



Real Estate
 The H4BG Communities Facility.
  Textron AD&C Loans
   The Wells Fargo Term Loan.
  Commitments
  89




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##### Table of Contents



Real Estate
  PurchaseAccounting
    
    
    Less than
    
    
    13 - 36
    
    
    37 - 60
    
    
    More thanCategory
    
    Total
    
    
    Adjustments
    
    
    12 Months
    
    
    Months
    
    
    Months
    
    
    60 MonthsDebt obligations
    
    $
    793,716
    
    
    
    (57,632
    )
    
    
    35,946
    
    
    
    111,921
    
    
    
    76,011
    
    
    
    627,470Noncancelable operating leases
    
    
    61,754
    
    
    
    
    
    
    
    9,931
    
    
    
    14,008
    
    
    
    10,140
    
    
    
    27,675Total obligations
    
    $
    855,470
    
    
    
    (57,632
    )
    
    
    45,877
    
    
    
    125,929
    
    
    
    86,151
    
    
    
    655,145
     90




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##### Table of Contents



Real Estate
  Off-Balance Sheet Arrangements
  91




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##### Table of Contents



Financial Services
 The Financial Services activities of BFC are comprised of the operations of BankAtlantic
Bancorp and its subsidiaries. BankAtlantic Bancorp currently presents its results in two reportable
segments and its results of operations are consolidated in BFC Financial Corporation. The only
assets available to BFC Financial Corporation from BankAtlantic Bancorp are dividends when and if
paid by BankAtlantic Bancorp. BankAtlantic Bancorp is a separate public company and its management
prepared the following discussion regarding BankAtlantic Bancorp which was included in BankAtlantic
Bancorps Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed with the
Securities and Exchange Commission. Accordingly, references to we, us or our in the following
discussion under the caption Financial Services are references to BankAtlantic Bancorp and its
subsidiaries, and are not references to BFC Financial Corporation.
 BankAtlantic Bancorp Consolidated Results of Operations
  For the Three Months Ended September 30,2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (17,669
    )
    
    
    (35,304
    )
    
    
    17,635Parent Company
    
    
    (7,515
    )
    
    
    (16,784
    )
    
    
    9,269Net loss
    
    $
    (25,184
    )
    
    
    (52,088
    )
    
    
    26,904
 For the Three Months September 30, 2010 Compared to the Same 2009 Period:
   For the Nine Months Ended September 30,(in thousands)
    
    2010
    
    
    2009
    
    
    ChangeBankAtlantic
    
    $
    (74,668
    )
    
    $
    (100,071
    )
    
    $
    25,403Parent Company
    
    
    (22,287
    )
    
    
    (36,985
    )
    
    
    14,698Net loss
    
    $
    (96,955
    )
    
    $
    (137,056
    )
    
    $
    40,101
 92




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 For the Nine Months Ended September 30, 2010 Compared to the Same 2009 Period:
    93




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet - Yield / Rate AnalysisFor the Three Months EndedSeptember 30, 2010
    
    
    September 30, 2009Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    3,485,826
    
    
    
    38,299
    
    
    
    4.39
    
    
    $
    4,066,363
    
    
    
    44,968
    
    
    
    4.42Investments
    
    
    748,289
    
    
    
    6,032
    
    
    
    3.22
    
    
    
    616,086
    
    
    
    8,700
    
    
    
    5.65Total interest earning assets
    
    
    4,234,115
    
    
    
    44,331
    
    
    
    4.19
    %
    
    
    4,682,449
    
    
    
    53,668
    
    
    
    4.58
    %Goodwill and core deposit intangibles
    
    
    15,028
    
    
    
    
    
    
    
    
    
    
    
    16,297Other non-interest earning assets
    
    
    255,074
    
    
    
    
    
    
    
    
    
    
    
    276,551Total Assets
    
    $
    4,504,217
    
    
    
    
    
    
    
    
    
    
    $
    4,975,297Deposits:Savings
    
    $
    444,981
    
    
    
    250
    
    
    
    0.22
    %
    
    $
    431,516
    
    
    
    367
    
    
    
    0.34
    %NOW
    
    
    1,484,558
    
    
    
    1,441
    
    
    
    0.39
    
    
    
    1,237,459
    
    
    
    1,930
    
    
    
    0.62Money market
    
    
    404,406
    
    
    
    551
    
    
    
    0.54
    
    
    
    392,344
    
    
    
    642
    
    
    
    0.65Certificates of deposit
    
    
    689,664
    
    
    
    2,635
    
    
    
    1.52
    
    
    
    1,175,821
    
    
    
    6,480
    
    
    
    2.19Total interest bearing deposits
    
    
    3,023,609
    
    
    
    4,877
    
    
    
    0.64
    
    
    
    3,237,140
    
    
    
    9,419
    
    
    
    1.15Short-term borrowed funds
    
    
    36,885
    
    
    
    12
    
    
    
    0.13
    
    
    
    47,186
    
    
    
    15
    
    
    
    0.13Advances from FHLB
    
    
    106,685
    
    
    
    106
    
    
    
    0.39
    
    
    
    410,628
    
    
    
    2,494
    
    
    
    2.41Long-term debt
    
    
    22,000
    
    
    
    235
    
    
    
    4.24
    
    
    
    22,737
    
    
    
    255
    
    
    
    4.45Total interest bearing liabilities
    
    
    3,189,179
    
    
    
    5,230
    
    
    
    0.65
    
    
    
    3,717,691
    
    
    
    12,183
    
    
    
    1.30Demand deposits
    
    
    907,272
    
    
    
    
    
    
    
    
    
    
    
    808,802Non-interest bearing other liabilities
    
    
    56,525
    
    
    
    
    
    
    
    
    
    
    
    63,870Total Liabilities
    
    
    4,152,976
    
    
    
    
    
    
    
    
    
    
    
    4,590,363Stockholders equity
    
    
    351,241
    
    
    
    
    
    
    
    
    
    
    
    384,934Total liabilities and stockholders
equity
    
    $
    4,504,217
    
    
    
    
    
    
    
    
    
    
    $
    4,975,297Net interest income/net interest spread
    
    
    
    
    
    $
    39,101
    
    
    
    3.54
    %
    
    
    
    
    
    
    41,485
    
    
    
    3.28
    %MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.19
    %
    
    
    
    
    
    
    
    
    
    
    4.58
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.49
    
    
    
    
    
    
    
    
    
    
    
    1.04Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.70
    %
    
    
    
    
    
    
    
    
    
    
    3.54
    %
 For the Three Months Ended September 30, 2010 Compared to the Same 2009 Period:
    94




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   Average Balance Sheet - Yield / Rate AnalysisFor the Nine Months EndedSeptember 30, 2010
    
    
    September 30, 2009Average
    
    
    Revenue/
    
    
    Yield/
    
    
    Average
    
    
    Revenue/
    
    
    Yield/(dollars in thousands)
    
    Balance
    
    
    Expense
    
    
    Rate
    
    
    Balance
    
    
    Expense
    
    
    RateTotal loans
    
    $
    3,608,848
    
    
    
    119,717
    
    
    
    4.42
    
    
    
    4,215,306
    
    
    
    142,159
    
    
    
    4.50Investments
    
    
    667,397
    
    
    
    15,600
    
    
    
    3.12
    
    
    
    759,671
    
    
    
    30,908
    
    
    
    5.42Total interest earning assets
    
    
    4,276,245
    
    
    
    135,317
    
    
    
    4.22
    %
    
    
    4,974,977
    
    
    
    173,067
    
    
    
    4.64Goodwill and core deposit intangibles
    
    
    15,342
    
    
    
    
    
    
    
    
    
    
    
    19,593Other non-interest earning assets
    
    
    290,558
    
    
    
    
    
    
    
    
    
    
    
    309,682Total Assets
    
    $
    4,582,145
    
    
    
    
    
    
    
    
    
    
    
    5,304,252Deposits:Savings
    
    $
    438,707
    
    
    
    855
    
    
    
    0.26
    %
    
    
    441,270
    
    
    
    1,258
    
    
    
    0.38NOW
    
    
    1,492,442
    
    
    
    5,444
    
    
    
    0.49
    
    
    
    1,148,733
    
    
    
    5,155
    
    
    
    0.60Money market
    
    
    384,024
    
    
    
    1,810
    
    
    
    0.63
    
    
    
    408,656
    
    
    
    2,089
    
    
    
    0.68Certificates of deposit
    
    
    796,375
    
    
    
    9,846
    
    
    
    1.65
    
    
    
    1,243,603
    
    
    
    25,431
    
    
    
    2.73Total deposits
    
    
    3,111,548
    
    
    
    17,955
    
    
    
    0.77
    
    
    
    3,242,262
    
    
    
    33,933
    
    
    
    1.40Short-term borrowed funds
    
    
    36,633
    
    
    
    35
    
    
    
    0.13
    
    
    
    129,487
    
    
    
    223
    
    
    
    0.23Advances from FHLB
    
    
    93,410
    
    
    
    1,065
    
    
    
    1.52
    
    
    
    644,516
    
    
    
    14,740
    
    
    
    3.06Long-term debt
    
    
    22,167
    
    
    
    694
    
    
    
    4.19
    
    
    
    22,778
    
    
    
    839
    
    
    
    4.92Total interest bearing liabilities
    
    
    3,263,758
    
    
    
    19,749
    
    
    
    0.81
    
    
    
    4,039,043
    
    
    
    49,735
    
    
    
    1.65Demand deposits
    
    
    896,080
    
    
    
    
    
    
    
    
    
    
    
    798,390Non-interest bearing other liabilities
    
    
    55,266
    
    
    
    
    
    
    
    
    
    
    
    62,751Total Liabilities
    
    
    4,215,104
    
    
    
    
    
    
    
    
    
    
    
    4,900,184Stockholders equity
    
    
    367,041
    
    
    
    
    
    
    
    
    
    
    
    404,068Total liabilities and stockholders equity
    
    $
    4,582,145
    
    
    
    
    
    
    
    
    
    
    
    5,304,252Net interest
income/net interest spread
    
    
    
    
    
    $
    115,568
    
    
    
    3.41
    %
    
    
    
    
    
    $
    123,332
    
    
    
    2.99MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    4.22
    %
    
    
    
    
    
    
    
    
    
    
    4.64Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    0.62
    
    
    
    
    
    
    
    
    
    
    
    1.34Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.60
    %
    
    
    
    
    
    
    
    
    
    
    3.30
 95




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 For the Nine Months Ended September 30, 2010 Compared to the Same 2009 Period:
  Asset Quality
  For The Three Months
    
    
    For Nine MonthsEnded September 30,
    
    
    Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    180,635
    
    
    
    156,821
    
    
    
    173,588
    
    
    
    125,572Charge-offsResidential real estate
    
    
    (4,619
    )
    
    
    (7,174
    )
    
    
    (14,033
    )
    
    
    (15,685
    )Commercial real estate
    
    
    (5,969
    )
    
    
    (21,541
    )
    
    
    (41,447
    )
    
    
    (37,636
    )Commercial business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (516
    )Consumer
    
    
    (9,881
    )
    
    
    (12,490
    )
    
    
    (32,474
    )
    
    
    (31,929
    )Small business
    
    
    (2,402
    )
    
    
    (2,249
    )
    
    
    (5,464
    )
    
    
    (7,367
    )Total Charge-offs
    
    
    (22,871
    )
    
    
    (43,454
    )
    
    
    (93,418
    )
    
    
    (93,133
    )Recoveries of loans
previously charged-off
    
    
    984
    
    
    
    362
    
    
    
    2,910
    
    
    
    1,815Net (charge-offs)
    
    
    (21,887
    )
    
    
    (43,092
    )
    
    
    (90,508
    )
    
    
    (91,318
    )Provision for loan losses
    
    
    23,012
    
    
    
    52,246
    
    
    
    98,680
    
    
    
    131,721Balance, end of period
    
    $
    181,760
    
    
    
    165,975
    
    
    
    181,760
    
    
    
    165,975
    96




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
     As ofSeptember 30, 2010
    
    
    December 31, 2009NONPERFORMING ASSETSTax certificates
    
    $
    2,761
    
    
    
    2,161Commercial real estate
    
    
    275,057
    
    
    
    167,867Consumer
    
    
    13,282
    
    
    
    14,451Small business
    
    
    10,995
    
    
    
    9,338Residential real estate (1)
    
    
    87,563
    
    
    
    76,401Commercial business
    
    
    17,190
    
    
    
    18,063Total nonaccrual assets (2)
    
    $
    406,848
    
    
    
    288,281Residential real estate owned
    
    $
    11,962
    
    
    
    9,607Commercial real estate owned
    
    
    43,571
    
    
    
    25,442Small business real estate owned
    
    
    2,126
    
    
    
    580Consumer real estate owned
    
    
    358
    
    
    
    306Other repossessed assets
    
    
    
    
    
    
    10Total repossessed assets
    
    
    58,017
    
    
    
    35,945Total nonperforming assets, net
    
    $
    464,865
    
    
    
    324,226AllowancesAllowance for loan losses
    
    $
    181,760
    
    
    
    173,588Allowance for tax certificate losses
    
    
    8,452
    
    
    
    6,781Total allowances
    
    $
    190,212
    
    
    
    180,369POTENTIAL PROBLEM LOANSContractually past due 90 days or more (3)
    
    $
    13,083
    
    
    
    9,960Performing impaired loans (4)
    
    
    7,999
    
    
    
    6,150Troubled debt restructured (5)
    
    
    110,219
    
    
    
    107,642TOTAL POTENTIAL PROBLEM LOANS
    
    $
    131,301
    
    
    
    123,752
 
 (1)
    
    Includes $41.9 million and $41.3 million of interest-only residential loans
as of September 30, 2010 and December 31, 2009, respectively.(2)
    
    Includes $121.4 million and $45.7 million of troubled debt restructured loans as of
September 30, 2010 and December 31, 2009, respectively.(3)
    
    The majority of these loans have matured and the borrower continues to make payments
under the matured loan agreement or the loan has sufficient collateral that we believe is
sufficient to prevent a loss.(4)
    
    BankAtlantic believes that it will ultimately collect the principal and interest
associated with these loans.(5)
    
    These loans are performing in accordance with the loans modified terms.Non-performing assets were higher at September 30, 2010 compared to December 31, 2009
primarily due to a $118.6 million increase in non-accrual loans and a $22.1 million increase
in real estate owned. 
 97




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
        As of September 30, 2010
    
    
    As of December 31, 2009Non-accrual
    
    
    Accruing
    
    
    Non-accrual
    
    
    AccruingCommercial
    
    $
    108,421
    
    
    
    84,378
    
    
    
    32,225
    
    
    
    83,768Small business
    
    
    4,250
    
    
    
    9,132
    
    
    
    4,520
    
    
    
    7,325Consumer
    
    
    1,829
    
    
    
    13,520
    
    
    
    1,744
    
    
    
    12,969Residential
    
    
    6,874
    
    
    
    3,189
    
    
    
    7,178
    
    
    
    3,580Total
    
    $
    121,374
    
    
    
    110,219
    
    
    
    45,667
    
    
    
    107,642
 98




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   UnpaidPrincipal
    
    Outstanding
    
    Specific
    
    Date loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Balance
    
    Balance
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date (4)
    
    Type
    
    Full AppraisalResidential Land
DevelopersRelationship No. 1
(1)
    
    $
    26,731
    
    
    
    19,200
    
    
    
    3,834
    
    
    Q3-2004
    
    Q4-2008
    
    Q4-2008
    
    Land A&D (5)
    
    
    Q4-2009Relationship No. 2 (2)
    
    
    12,500
    
    
    
    10,064
    
    
    
    1,258
    
    
    Q3-2006
    
    Q1-2009
    
    Q1-2009
    
    Land A&D (5)
    
    
    Q1-2010Total
    
    $
    39,231
    
    
    
    29,264
    
    
    
    5,092Commercial Land
DevelopersRelationship No. 3
    
    
    26,210
    
    
    
    26,207
    
    
    
    8,902
    
    
    Q2-2006
    
    Q4-2009
    
    Q4-2009
    
    Land A&D (5)
    
    
    Q4-2009Relationship No. 4 (3)
    
    
    20,389
    
    
    
    20,316
    
    
    
    14,972
    
    
    Q4-2003
    
    Q2-2010
    
    (3)
    
    Commercial Land
    
    
    Q2-2010Relationship No. 5
    
    
    17,777
    
    
    
    17,777
    
    
    
    8,683
    
    
    Q3-2006
    
    Q1-2010
    
    Q1-2010
    
    Commercial mixed-use
    
    
    Q4-2009Relationship No. 6
    
    
    18,421
    
    
    
    18,421
    
    
    
    
    
    
    Q2-2007
    
    Q2-2010
    
    Q2-2010
    
    Commercial Land
    
    
    Q2-2010Relationship No. 7
    
    
    10,778
    
    
    
    10,778
    
    
    
    1,218
    
    
    Q3-2007
    
    Q4-2009
    
    Q3-2009
    
    Commercial Land
    
    
    Q4-2009Total
    
    
    93,575
    
    
    
    93,499
    
    
    
    33,775Commercial
Non-Residential
DevelopersRelationship No. 8
    
    
    12,842
    
    
    
    12,842
    
    
    
    5,907
    
    
    Q3-2006
    
    Q3-2010
    
    (3)
    
    Self Storage
    
    
    Q3-2010Relationship No. 9
    
    
    12,670
    
    
    
    12,670
    
    
    
    3,640
    
    
    Q3-2007
    
    Q3-2010
    
    (3)
    
    Shopping Center
    
    
    Q2-201025,512
    
    
    
    25,512
    
    
    
    9,547Total of Large
Relationships
    
    
    158,318
    
    
    
    148,275
    
    
    
    48,414
 
 (1)
    
    During 2009 and 2010, BankAtlantic recognized partial charge-offs on relationship
No. 1 aggregating $6.8 million.(2)
    
    During 2009 and 2010 BankAtlantic recognized partial charge-offs on relationship No. 2 of
$3.4 million.(3)
    
    The loan is currently not in default.(4)
    
    The default date is defined as the date of the initial missed payment prior to default.(5)
    
    Acquisition and development (A&D).(6)
    
    Outstanding balance is the Unpaid Principal Balance less charge-offs. 99




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosYear of Origination
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)2007
    
    $
    44,784
    
    
    
    64.41
    %
    
    
    113.86
    %
    
    
    742
    
    
    
    741
    
    
    $
    5,562
    
    
    
    32.46
    %2006
    
    
    49,976
    
    
    
    70.79
    %
    
    
    121.75
    %
    
    
    734
    
    
    
    721
    
    
    
    4,965
    
    
    
    35.81
    %2005
    
    
    66,823
    
    
    
    73.73
    %
    
    
    118.22
    %
    
    
    725
    
    
    
    715
    
    
    
    11,000
    
    
    
    35.71
    %2004
    
    
    314,573
    
    
    
    68.18
    %
    
    
    82.03
    %
    
    
    734
    
    
    
    727
    
    
    
    20,110
    
    
    
    34.57
    %Prior to 2004
    
    
    146,595
    
    
    
    67.70
    %
    
    
    59.64
    %
    
    
    733
    
    
    
    729
    
    
    
    6,353
    
    
    
    34.04
    %Interest Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosYear of Origination
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)2007
    
    $
    83,431
    
    
    
    33.84
    %
    
    
    127.64
    %
    
    
    750
    
    
    
    739
    
    
    $
    17,095
    
    
    
    34.21
    %2006
    
    
    189,629
    
    
    
    74.05
    %
    
    
    125.09
    %
    
    
    740
    
    
    
    739
    
    
    
    29,903
    
    
    
    34.97
    %2005
    
    
    167,543
    
    
    
    70.05
    %
    
    
    114.63
    %
    
    
    740
    
    
    
    747
    
    
    
    6,201
    
    
    
    34.36
    %2004
    
    
    80,439
    
    
    
    70.41
    %
    
    
    97.54
    %
    
    
    745
    
    
    
    718
    
    
    
    5,322
    
    
    
    31.88
    %Prior to 2004
    
    
    78,951
    
    
    
    58.56
    %
    
    
    78.87
    %
    
    
    743
    
    
    
    734
    
    
    
    3,058
    
    
    
    31.64
    %
  Amortizing Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosState
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)Arizona
    
    $
    11,272
    
    
    
    68.35
    %
    
    
    124.37
    %
    
    
    728
    
    
    
    735
    
    
    $
    1,023
    
    
    
    32.93
    %California
    
    
    150,468
    
    
    
    68.51
    %
    
    
    87.08
    %
    
    
    738
    
    
    
    736
    
    
    
    11,891
    
    
    
    34.99
    %Florida
    
    
    87,315
    
    
    
    69.59
    %
    
    
    102.37
    %
    
    
    723
    
    
    
    710
    
    
    
    12,506
    
    
    
    35.21
    %Nevada
    
    
    5,999
    
    
    
    70.84
    %
    
    
    116.87
    %
    
    
    738
    
    
    
    734
    
    
    
    350
    
    
    
    36.24
    %Other States
    
    
    377,507
    
    
    
    68.28
    %
    
    
    81.93
    %
    
    
    733
    
    
    
    732
    
    
    
    22,492
    
    
    
    33.89
    %Interest Only Purchased Residential Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageCarrying
    
    LTV at
    
    Current
    
    FICO Scores
    
    Current
    
    Amount
    
    Debt RatiosState
    
    Amount
    
    Origination
    
    LTV (1)
    
    at Origination
    
    FICO Scores (2)
    
    Delinquent
    
    at Origination (3)Arizona
    
    $
    18,763
    
    
    
    69.59
    %
    
    
    141.28
    %
    
    
    753
    
    
    
    740
    
    
    $
    2,182
    
    
    
    32.18
    %California
    
    
    170,890
    
    
    
    70.49
    %
    
    
    107.10
    %
    
    
    742
    
    
    
    732
    
    
    
    22,516
    
    
    
    33.83
    %Florida
    
    
    36,928
    
    
    
    69.47
    %
    
    
    142.33
    %
    
    
    747
    
    
    
    736
    
    
    
    9,823
    
    
    
    32.53
    %Nevada
    
    
    7,473
    
    
    
    74.65
    %
    
    
    197.64
    %
    
    
    741
    
    
    
    723
    
    
    
    4,057
    
    
    
    34.63
    %Other States
    
    
    365,938
    
    
    
    70.13
    %
    
    
    109.36
    %
    
    
    741
    
    
    
    743
    
    
    
    23,003
    
    
    
    34.11
    %
 
 (1)
    
    Current loan-to-values (LTV) for the majority of the portfolio were obtained as of the
first quarter of 2010 from automated valuation models.(2)
    
    Current FICO scores based on borrowers for which FICO scores were available as of the third
quarter of 2009.(3)
    
    Debt ratio is defined as the portion of the borrowers income that goes towards debt
service. 100




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  September 30, 2010
    
    
    December 31, 2009ALL
    
    
    Loans
    
    
    
    
    
    
    ALL
    
    
    Loansto gross
    
    
    by
    
    
    
    
    
    
    to gross
    
    
    byALL
    
    
    loans
    
    
    category
    
    
    ALL
    
    
    loans
    
    
    categoryby
    
    
    in each
    
    
    to gross
    
    
    by
    
    
    in each
    
    
    to grosscategory
    
    
    category
    
    
    loans
    
    
    category
    
    
    category
    
    
    loansCommercial business
    
    $
    10,110
    
    
    
    7.27
    %
    
    
    4.02
    %
    
    
    4,515
    
    
    
    2.94
    %
    
    
    3.94
    %Commercial real estate
    
    
    100,331
    
    
    
    9.42
    
    
    
    30.79
    
    
    
    91,658
    
    
    
    7.71
    
    
    
    30.49Small business
    
    
    10,921
    
    
    
    3.59
    
    
    
    8.79
    
    
    
    7,998
    
    
    
    2.56
    
    
    
    8.02Residential real estate
    
    
    21,970
    
    
    
    1.68
    
    
    
    37.88
    
    
    
    27,000
    
    
    
    1.74
    
    
    
    39.85Consumer  direct
    
    
    38,427
    
    
    
    6.00
    
    
    
    18.52
    
    
    
    42,417
    
    
    
    6.14
    
    
    
    17.70Total allowance for
loan losses
    
    $
    181,759
    
    
    
    5.25
    
    
    
    100.00
    
    
    
    173,588
    
    
    
    4.45
    
    
    
    100.00
  September 30,
    
    
    December 31,2010
    
    
    2009Commercial real estate
    
    $
    78,276
    
    
    
    42,523Commercial business
    
    
    9,110
    
    
    
    174Small business
    
    
    3,254
    
    
    
    753Consumer
    
    
    1,528
    
    
    
    4,621Residential
    
    
    9,769
    
    
    
    8,784Total
    
    $
    101,937
    
    
    
    56,855
  BankAtlantics Non-Interest Income
 For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,(in thousands)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeService charges on deposits
    
    $
    15,214
    
    
    
    19,767
    
    
    
    (4,553
    )
    
    
    45,764
    
    
    
    57,799
    
    
    
    (12,035
    )Other service charges and fees
    
    
    7,495
    
    
    
    7,355
    
    
    
    140
    
    
    
    22,612
    
    
    
    22,439
    
    
    
    173Securities activities, net
    
    
    (543
    )
    
    
    4,774
    
    
    
    (5,317
    )
    
    
    2,898
    
    
    
    11,161
    
    
    
    (8,263
    )Income from
unconsolidated companies
    
    
    
    
    
    
    108
    
    
    
    (108
    )
    
    
    
    
    
    
    289
    
    
    
    (289
    )Other
    
    
    4,869
    
    
    
    3,488
    
    
    
    1,381
    
    
    
    10,289
    
    
    
    9,445
    
    
    
    844Non-interest income
    
    $
    27,035
    
    
    
    35,492
    
    
    
    (8,457
    )
    
    
    81,563
    
    
    
    101,133
    
    
    
    (19,570
    )
 101




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
       102




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantics Non-Interest Expense
 For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeEmployee compensation and benefits
    
    $
    22,475
    
    
    
    23,917
    
    
    
    (1,442
    )
    
    
    71,103
    
    
    
    76,980
    
    
    
    (5,877
    )Occupancy and equipment
    
    
    13,263
    
    
    
    14,553
    
    
    
    (1,290
    )
    
    
    40,589
    
    
    
    44,305
    
    
    
    (3,716
    )Advertising and business promotion
    
    
    1,917
    
    
    
    1,514
    
    
    
    403
    
    
    
    5,972
    
    
    
    6,141
    
    
    
    (169
    )Professional fees
    
    
    4,942
    
    
    
    2,752
    
    
    
    2,190
    
    
    
    11,727
    
    
    
    8,032
    
    
    
    3,695Check losses
    
    
    763
    
    
    
    1,146
    
    
    
    (383
    )
    
    
    1,716
    
    
    
    2,981
    
    
    
    (1,265
    )Supplies and postage
    
    
    929
    
    
    
    987
    
    
    
    (58
    )
    
    
    2,789
    
    
    
    2,978
    
    
    
    (189
    )Telecommunication
    
    
    697
    
    
    
    348
    
    
    
    349
    
    
    
    1,881
    
    
    
    1,622
    
    
    
    259Cost associated with debt redemption
    
    
    
    
    
    
    5,431
    
    
    
    (5,431
    )
    
    
    60
    
    
    
    7,463
    
    
    
    (7,403
    )Provision (recovery) for tax
certificates
    
    
    885
    
    
    
    (198
    )
    
    
    1,083
    
    
    
    3,752
    
    
    
    2,702
    
    
    
    1,050(Gain) loss on sale of real estate
    
    
    (442
    )
    
    
    67
    
    
    
    (509
    )
    
    
    334
    
    
    
    (220
    )
    
    
    554Impairment of assets held for sale
    
    
    4,469
    
    
    
    
    
    
    
    4,469
    
    
    
    4,469
    
    
    
    
    
    
    
    4,469Impairment of real estate held for
development and sale
    
    
    
    
    
    
    1,131
    
    
    
    (1,131
    )
    
    
    1,511
    
    
    
    1,165
    
    
    
    346Impairment of real estate owned
    
    
    434
    
    
    
    137
    
    
    
    297
    
    
    
    1,098
    
    
    
    760
    
    
    
    338Lease termination costs, net
    
    
    1,093
    
    
    
    383
    
    
    
    710
    
    
    
    1,308
    
    
    
    1,684
    
    
    
    (376
    )Employee termination costs
    
    
    2,103
    
    
    
    78
    
    
    
    2,025
    
    
    
    2,103
    
    
    
    2,024
    
    
    
    79Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,124
    
    
    
    (9,124
    )FDIC special assessment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,428
    
    
    
    (2,428
    )Other
    
    
    7,228
    
    
    
    7,786
    
    
    
    (558
    )
    
    
    22,580
    
    
    
    22,643
    
    
    
    (63
    )Total non-interest expense
    
    $
    60,756
    
    
    
    60,032
    
    
    
    724
    
    
    
    172,992
    
    
    
    192,812
    
    
    
    (19,820
    )
      103




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Financial Services
(BankAtlantic Bancorp)
           104




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Financial Services
(BankAtlantic Bancorp)
       Parent Company Results of Operations
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(in thousands)

    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeNet interest expense
    
    $
    (3,792
    )
    
    
    (3,633
    )
    
    
    (159
    )
    
    
    (10,856
    )
    
    
    (11,460
    )
    
    
    604Provision for loan loss
    
    
    (1,398
    )
    
    
    (11,340
    )
    
    
    9,942
    
    
    
    (5,038
    )
    
    
    (19,636
    )
    
    
    14,598Net interest expense
after
provision for loan
losses
    
    
    (5,190
    )
    
    
    (14,973
    )
    
    
    9,783
    
    
    
    (15,894
    )
    
    
    (31,096
    )
    
    
    15,202Non-interest income
    
    
    576
    
    
    
    364
    
    
    
    212
    
    
    
    1,545
    
    
    
    (149
    )
    
    
    1,694Non-interest expense
    
    
    2,901
    
    
    
    2,175
    
    
    
    726
    
    
    
    7,938
    
    
    
    5,740
    
    
    
    2,198Parent company loss
    
    $
    (7,515
    )
    
    
    (16,784
    )
    
    
    9,269
    
    
    
    (22,287
    )
    
    
    (36,985
    )
    
    
    14,698
   105




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Financial Services
(BankAtlantic Bancorp)
      September 30,
    
    December 31,2010
    
    2009Nonaccrual loans:Commercial residential real estate:Builder land bank loans
    
    $
    3,857
    
    
    
    14,060Land acquisition and development
    
    
    4,635
    
    
    
    10,376Land acquisition, development and
construction
    
    
    5,901
    
    
    
    14,903Total commercial residential real estate
    
    
    14,393
    
    
    
    39,339Commercial non-residential real estate
    
    
    5,523
    
    
    
    5,558Total non-accrual loans
    
    
    19,916
    
    
    
    44,897Allowance for loan losses  specific
reserves
    
    
    (4,187
    )
    
    
    (13,630
    )Non-accrual loans, net
    
    
    15,729
    
    
    
    31,267Performing commercial non-residential
loans
    
    
    2,877
    
    
    
    3,116Loans receivable, net
    
    $
    18,606
    
    
    
    34,383Real estate owned
    
    $
    9,766
    
    
    
    10,532
  106




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Financial Services
(BankAtlantic Bancorp)
  UnpaidPrincipal
    
    Outstanding
    
    Specific
    
    Date loan
    
    Date Placed
    
    Default
    
    Collateral
    
    Date of LastRelationships
    
    Balance
    
    Balance (5)
    
    Reserves
    
    Originated
    
    on Nonaccrual
    
    Date (3)
    
    Type (4)
    
    Full AppraisalCommercial BusinessRelationship No. 1
    
    $
    5,523
    
    
    
    5,523
    
    
    
    360
    
    
    Q4-2005
    
    Q4-2007
    
    Q4-2007
    
    Commercial Land
    
    Q4-2009Residential Land DevelopersRelationship No. 2 (1)
    
    
    19,881
    
    
    
    3,857
    
    
    
    
    
    
    Q1-2005
    
    Q4-2007
    
    Q1-2008
    
    Builder Land
    
    Q3-2009Relationship No. 3 (2)
    
    
    7,796
    
    
    
    1,520
    
    
    
    295
    
    
    Q4-2003
    
    Q4-2007
    
    Q3-2007
    
    Land AD&C
    
    Q3-2009Total Residential
Land Developers
    
    $
    27,677
    
    
    
    5,377
    
    
    
    295Total
    
    $
    33,200
    
    
    
    10,900
    
    
    
    655
 
 (1)
    
    During 2008, 2009 and 2010, BankAtlantic Bancorp recognized partial charge-offs on
relationship No. 2 aggregating $16.0 million.(2)
    
    During 2008 and 2010, BankAtlantic Bancorp recognized partial charge-offs on relationship
No. 3 aggregating $6.3 million.(3)
    
    The default date is defined as the date of the initial missed payment prior to default.(4)
    
    Acquisition and development (A&D).(5)
    
    Outstanding balance is the Unpaid Principal Balance less charge-offs.   For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,2010
    
    2009
    
    2010
    
    2009Balance, beginning of
period
    
    $
    7,227
    
    
    
    15,399
    
    
    
    13,630
    
    
    
    11,685Net (charge-offs)
    
    
    (4,438
    )
    
    
    (8,051
    )
    
    
    (14,481
    )
    
    
    (12,633
    )Provision for loan losses
    
    
    1,398
    
    
    
    11,340
    
    
    
    5,038
    
    
    
    19,636Balance, end of period
    
    $
    4,187
    
    
    
    18,688
    
    
    
    4,187
    
    
    
    18,688
   107




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Financial Services
(BankAtlantic Bancorp)
  Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
     108




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Financial Services
(BankAtlantic Bancorp)
        109




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Financial Services
(BankAtlantic Bancorp)
     As of September 30, 2010Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    EstimatedValue
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    
    $
    12,240
    
    
    
    
    
    
    
    
    
    
    
    12,240Securities available for sale
    
    
    10
    
    
    
    
    
    
    
    2
    
    
    
    8Private investment securities
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,500Total
    
    $
    13,750
    
    
    
    
    
    
    
    2
    
    
    
    13,748
  BankAtlantic Liquidity and Capital Resources
  110




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Financial Services
(BankAtlantic Bancorp)
        111




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt September 30, 2010:Total risk-based capital
    
    $
    380,342
    
    
    
    12.59
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    319,945
    
    
    
    10.59
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    319,945
    
    
    
    7.17
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    319,945
    
    
    
    7.17
    
    
    
    4.00
    
    
    
    5.00At December 31, 2009:Total risk-based capital
    
    $
    422,724
    
    
    
    12.56
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    357,660
    
    
    
    10.63
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    357,660
    
    
    
    7.58
    
    
    
    4.00
    
    
    
    5.00
    112




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Financial Services
(BankAtlantic Bancorp)
  Payments Due by Period (2)Less than
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsTime deposits
    
    $
    648,751
    
    
    
    482,816
    
    
    
    142,486
    
    
    
    20,974
    
    
    
    2,475Long-term debt
    
    
    340,802
    
    
    
    
    
    
    
    22,000
    
    
    
    24,607
    
    
    
    294,195Advances from FHLB (1)
    
    
    180,000
    
    
    
    180,000
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    31,451
    
    
    
    1,306
    
    
    
    3,982
    
    
    
    2,749
    
    
    
    23,414Operating lease obligations held for use
    
    
    38,603
    
    
    
    5,590
    
    
    
    12,913
    
    
    
    4,495
    
    
    
    15,605Operating lease held for sale
    
    
    27,769
    
    
    
    1,671
    
    
    
    4,759
    
    
    
    2,896
    
    
    
    18,443Pension obligation
    
    
    17,884
    
    
    
    1,473
    
    
    
    3,040
    
    
    
    3,342
    
    
    
    10,029Other obligations
    
    
    12,800
    
    
    
    1,600
    
    
    
    6,400
    
    
    
    4,800
    
    
    
    Total contractual cash obligations
    
    $
    1,298,060
    
    
    
    674,456
    
    
    
    195,580
    
    
    
    63,863
    
    
    
    364,161
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 113




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Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  114




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  In re BankAtlantic Bancorp, Inc. Securities Litigation , No. 0:07-cv-61542-UU, United States
District Court, Southern District of Florida
 Hubbard Alarm Specialties, Inc. v. BankAtlantic Bancorp, Inc.
 Surety Bond Claim (Westchester Fire Insurance Company v. City of Brooksville
  National Bank of South Carolina v. Core Communities of South Carolina, LLC, et al. , South Carolina
Court of Common Pleas, Fourteenth Judicial Circuit
   115




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##### Table of Contents



Investors Warranty of America, Inc. v. Core Communities of South Carolina, LLC and Core Communities, LLC, et. al., Circuit Court, Jasper County, South Carolina, and
Investors Warranty of America, Inc. v. Core Communities, LLC and Horizons Acquisition 5, LLC, Circuit Court of the Nineteenth Judicial Circuit in and for St. Lucie County, Florida
  
 Item 1A. Risk Factors
  116




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Item 6. Exhibits
 Exhibit 31.1 *
    
    Chief Executive Officer Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2 *
    
    Chief Financial Officer Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002Exhibit 31.3 *
    
    Chief Accounting Officer Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002Exhibit 32.1 **
    
    Chief Executive Officer Certification pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002Exhibit 32.2 **
    
    Chief Financial Officer Certification pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002Exhibit 32.3 **
    
    Chief Accounting Officer Certification pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 
 *
    
    Exhibits filed with this Form 10-Q**
    
    Exhibits furnished with this Form 10-Q 117




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##### Table of Contents



BFC FINANCIAL CORPORATIONDate:      November 17, 2010
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive OfficerDate:      November 17, 2010
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial OfficerDate:      November 17, 2010
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer