##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarter Ended June 30, 2008
 OR
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number
001-09071
 BFC Financial Corporation
  Florida
    
    59-2022148(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification Number)2100 West Cypress Creek RoadFort Lauderdale, Florida
    
    33309(Address of Principal executive office)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 Not Applicable
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
  o þ




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2




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##### 



PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Consolidated Statements of Financial Condition as of June
30, 2008 and December 31, 2007 - Unaudited
    
    
    5Consolidated Statements of Operations for the Three and Six
Month Periods Ended June 30, 2008 and 2007 - Unaudited
    
    
    6Consolidated Statements of Comprehensive Loss for the Three
and Six Month Periods Ended June 30, 2008 and 2007 -
Unaudited
    
    
    8Consolidated Statement of Shareholders Equity as of June
30, 2008 - Unaudited
    
    
    9Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2008 and 2007 - Unaudited
    
    
    10Notes to Unaudited Consolidated Financial Statements
    
    
    12Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    42Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    89Item 4. Controls and Procedures
    
    
    91PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    92Item 1A. Risk Factors
    
    
    92Item 4. Submission of Matters to a Vote of Security Holders
    
    
    92Item 6. Exhibits
    
    
    92SIGNATURESEx-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-31.3 Section 302 Certification of CAOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFOEx-32.3 Section 906 Certification of CAO
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4




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PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 BFC Financial Corporation
 
 Consolidated Statements of Financial Condition  Unaudited
 (In thousands, except share data)
 June 30,
    
    December 31,2008
    
    2007ASSETSCash and cash equivalents
    $
    
    392,928
    
    
    
    332,155Securities available for sale and other financial instruments (at fair value)
    
    
    788,850
    
    
    
    936,968Investment securities at cost or amortized costs (approximate fair value: $22,484 and $65,244)
    
    
    22,484
    
    
    
    60,173Tax certificates, net of allowance of $4,010 in 2008 and $3,289 in 2007
    
    
    416,084
    
    
    
    188,401Federal Home Loan Bank stock, at cost which approximates fair value
    
    
    85,657
    
    
    
    74,003Loans receivable, net of allowance for loan losses
of $106,126 in 2008 and $94,020 in 2007
    
    
    4,441,351
    
    
    
    4,524,451Residential loans held for sale
    
    
    5,163
    
    
    
    4,087Accrued interest receivable
    
    
    43,330
    
    
    
    46,271Real estate held for development and sale
    
    
    274,522
    
    
    
    270,229Real estate owned
    
    
    20,298
    
    
    
    17,216Investments in unconsolidated affiliates
    
    
    127,788
    
    
    
    128,321Properties and equipment, net
    
    
    254,152
    
    
    
    276,078Goodwill and other intangibles
    
    
    75,200
    
    
    
    75,886Deferred tax asset, net
    
    
    56,300
    
    
    
    16,330Assets held for sale
    
    
    95,961
    
    
    
    96,348Other assets
    
    
    65,433
    
    
    
    67,516Total assets
    $
    
    7,165,501
    
    
    
    7,114,433LIABILITIES AND SHAREHOLDERS EQUITYLiabilities:DepositsInterest bearing
    $
    
    2,988,158
    
    
    
    3,129,194Non-interest bearing
    
    
    891,142
    
    
    
    824,211Total deposits
    
    
    3,879,300
    
    
    
    3,953,405Advances from FHLB
    
    
    1,657,036
    
    
    
    1,397,044Short term borrowings
    
    
    127,924
    
    
    
    159,905Subordinated debentures, mortgage notes payable and mortgage-backed bonds
    
    
    199,126
    
    
    
    216,451Junior subordinated debentures
    
    
    379,226
    
    
    
    379,223Loss in excess of investment in Woodbridges subsidiary
    
    
    55,214
    
    
    
    55,214Other liabilities
    
    
    109,638
    
    
    
    130,111Liabilities related to assets held for sale
    
    
    82,311
    
    
    
    80,093Total liabilities
    
    
    6,489,775
    
    
    
    6,371,446Noncontrolling interest
    
    
    503,580
    
    
    
    558,950Commitments and contingenciesShareholders equity:Preferred stock of $.01 par value; authorized 10,000,000 shares;
5% Cumulative Convertible Preferred Stock (5% Preferred Stock)
issued and outstanding 15,000 shares in 2008 and 2007
    
    
    
    
    
    
    Class A common stock of $.01 par value, authorized 70,000,000 shares;
issued and outstanding 38,353,813 in 2008 and 38,232,932 in 2007
    
    
    383
    
    
    
    382Class B common stock of $.01 par value, authorized 20,000,000 shares;
issued and outstanding 6,875,680 in 2008 and 6,876,081 in 2007
    
    
    69
    
    
    
    69Additional paid-in capital
    
    
    132,111
    
    
    
    131,189Retained earnings
    
    
    39,638
    
    
    
    50,801Total shareholders equity before
accumulated other comprehensive (loss) income
    
    
    172,201
    
    
    
    182,441Accumulated other comprehensive (loss) income
    
    
    (55
    )
    
    
    1,596Total shareholders equity
    
    
    172,146
    
    
    
    184,037Total liabilities and shareholders equity
    $
    
    7,165,501
    
    
    
    7,114,433
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
 
 Consolidated Statements of Operations  Unaudited
 (In thousands, except per share data)
 For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007RevenuesBFC Activities:Interest and dividend income
    $
    
    340
    
    
    
    484
    
    
    
    755
    
    
    
    983Securities activities, net
    
    
    103
    
    
    
    1,295
    
    
    
    103
    
    
    
    1,295Other income
    
    
    388
    
    
    
    983
    
    
    
    1,646
    
    
    
    1,934831
    
    
    
    2,762
    
    
    
    2,504
    
    
    
    4,212Financial Services:Interest and dividend income
    
    
    78,487
    
    
    
    93,775
    
    
    
    162,219
    
    
    
    187,315Service charges on deposits
    
    
    24,466
    
    
    
    25,808
    
    
    
    48,480
    
    
    
    50,403Other service charges and fees
    
    
    7,121
    
    
    
    7,524
    
    
    
    14,554
    
    
    
    14,557Securities activities, net
    
    
    8,965
    
    
    
    8,813
    
    
    
    4,227
    
    
    
    10,368Other income
    
    
    2,931
    
    
    
    2,625
    
    
    
    5,533
    
    
    
    5,009121,970
    
    
    
    138,545
    
    
    
    235,013
    
    
    
    267,652Real Estate Development:Sales of real estate
    
    
    2,395
    
    
    
    125,364
    
    
    
    2,549
    
    
    
    266,662Interest and dividend income
    
    
    616
    
    
    
    789
    
    
    
    2,071
    
    
    
    1,340Securities activities, net
    
    
    1,178
    
    
    
    
    
    
    
    1,178
    
    
    
    Other income
    
    
    953
    
    
    
    4,304
    
    
    
    1,820
    
    
    
    7,8365,142
    
    
    
    130,457
    
    
    
    7,618
    
    
    
    275,838Total revenues
    
    
    127,943
    
    
    
    271,764
    
    
    
    245,135
    
    
    
    547,702Costs and ExpensesBFC Activities:Interest expense
    
    
    1
    
    
    
    16
    
    
    
    1
    
    
    
    28Employee compensation and benefits
    
    
    2,344
    
    
    
    2,750
    
    
    
    5,504
    
    
    
    5,494Other expenses
    
    
    850
    
    
    
    855
    
    
    
    1,777
    
    
    
    1,5163,195
    
    
    
    3,621
    
    
    
    7,282
    
    
    
    7,038Financial Services:Interest expense, net of interest capitalized
    
    
    32,875
    
    
    
    47,808
    
    
    
    73,950
    
    
    
    94,026Provision for loan losses
    
    
    47,247
    
    
    
    4,917
    
    
    
    90,135
    
    
    
    12,378Employee compensation and benefits
    
    
    33,181
    
    
    
    37,908
    
    
    
    68,336
    
    
    
    78,998Occupancy and equipment
    
    
    16,172
    
    
    
    15,927
    
    
    
    32,558
    
    
    
    31,871Advertising and business promotion
    
    
    3,662
    
    
    
    4,209
    
    
    
    8,557
    
    
    
    10,067Impairment, restructuring and exit activities
    
    
    5,952
    
    
    
    1,122
    
    
    
    5,837
    
    
    
    3,675Other expenses
    
    
    14,341
    
    
    
    13,653
    
    
    
    27,789
    
    
    
    27,308153,430
    
    
    
    125,544
    
    
    
    307,162
    
    
    
    258,323Real Estate Development:Cost of sales of real estate
    
    
    1,760
    
    
    
    171,594
    
    
    
    1,848
    
    
    
    284,502Interest expense, net of interest capitalized
    
    
    2,092
    
    
    
    
    
    
    
    4,698
    
    
    
    Selling, general and administrative expenses
    
    
    12,017
    
    
    
    32,785
    
    
    
    23,916
    
    
    
    64,838Other expenses
    
    
    
    
    
    
    413
    
    
    
    
    
    
    
    89515,869
    
    
    
    204,792
    
    
    
    30,462
    
    
    
    350,235Total costs and expenses
    
    
    172,494
    
    
    
    333,957
    
    
    
    344,906
    
    
    
    615,596Equity in earnings from unconsolidated affiliates
    
    
    1,443
    
    
    
    2,026
    
    
    
    3,246
    
    
    
    4,919Loss from continuing operations before income taxes
and noncontrolling interest
    
    
    (43,108
    )
    
    
    (60,167
    )
    
    
    (96,525
    )
    
    
    (62,975
    )Benefit for income taxes
    
    
    (15,409
    )
    
    
    (17,860
    )
    
    
    (34,471
    )
    
    
    (18,130
    )Noncontrolling interest
    
    
    (22,650
    )
    
    
    (39,397
    )
    
    
    (50,799
    )
    
    
    (40,310
    )Loss from continuing operations
    
    
    (5,049
    )
    
    
    (2,910
    )
    
    
    (11,255
    )
    
    
    (4,535
    )Discontinued operations, less noncontrolling interest
and income tax provision (benefit) of
$83 and $19 for the three months ended June 30, 2008 and 2007
$897 and $(3,387) for the six months ended June 30, 2008 and
2007
    
    
    132
    
    
    
    (4
    )
    
    
    467
    
    
    
    1,048Net loss
    
    
    (4,917
    )
    
    
    (2,914
    )
    
    
    (10,788
    )
    
    
    (3,487
    )5% Preferred Stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    $
    
    (5,104
    )
    
    
    (3,101
    )
    
    
    (11,163
    )
    
    
    (3,862
    )
 (Continued)
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
 Consolidated Statements of Operations  Unaudited
 (In thousands, except per share data)
 For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007(Loss) earnings per common share:Basic loss per share from continuing operations
    $
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.26
    )
    
    
    (0.15
    )Basic earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    0.03Basic loss per share
    $
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.25
    )
    
    
    (0.12
    )Diluted loss per share from continuing operations
    $
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.26
    )
    
    
    (0.15
    )Diluted earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    0.03Diluted loss per share
    $
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.25
    )
    
    
    (0.12
    )Basic weighted average number of common shares outstanding
    
    
    45,112
    
    
    
    33,451
    
    
    
    45,108
    
    
    
    33,458Diluted weighted average number of common and common
equivalent shares outstanding
    
    
    45,112
    
    
    
    33,451
    
    
    
    45,108
    
    
    
    33,458
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
 
 Consolidated Statements of Comprehensive Loss   Unaudited
 (In thousands)
 For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2008
    
    2007Net loss
    $
    
    (4,917
    )
    
    
    (2,914
    )
    
    
    (10,788
    )
    
    
    (3,487
    )Other comprehensive income (loss), net of tax:Unrealized (losses) gains on securities available for sale
    
    
    (505
    )
    
    
    1,693
    
    
    
    (1,835
    )
    
    
    1,752Provision (benefit) for income taxes
    
    
    (195
    )
    
    
    653
    
    
    
    (708
    )
    
    
    676Unrealized (loss) gains on securities available for sale, net of tax
    
    
    (310
    )
    
    
    1,040
    
    
    
    (1,127
    )
    
    
    1,076Unrealized losses associated with investment in
unconsolidated affiliates
    
    
    (95
    )
    
    
    (49
    )
    
    
    (183
    )
    
    
    (55
    )Benefit for income taxes
    
    
    (37
    )
    
    
    (19
    )
    
    
    (71
    )
    
    
    (21
    )Unrealized losses associated with investment in
unconsolidated affiliates, net of tax
    
    
    (58
    )
    
    
    (30
    )
    
    
    (112
    )
    
    
    (34
    )Reclassification adjustments of net realized gains included in net
loss
    
    
    (1,150
    )
    
    
    (1,747
    )
    
    
    (671
    )
    
    
    (2,135
    )Less: Provision for income taxes
    
    
    (444
    )
    
    
    (676
    )
    
    
    (259
    )
    
    
    (824
    )Net realized gains reclassified into net loss, net of tax
    
    
    (706
    )
    
    
    (1,071
    )
    
    
    (412
    )
    
    
    (1,311
    )Total other comprehensive loss
    
    
    (1,074
    )
    
    
    (61
    )
    
    
    (1,651
    )
    
    
    (269
    )Comprehensive loss
    $
    
    (5,991
    )
    
    
    (2,975
    )
    
    
    (12,439
    )
    
    
    (3,756
    )
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
 
 Consolidated Statements of Shareholders Equity  Unaudited
 For the Six Months Ended June 30, 2008
 (In thousands)
 AccumulatedOtherCompre-Shares of Common
    
    Class A
    
    Class B
    
    Additional
    
    
    
    
    
    hensiveStock Outstanding
    
    Common
    
    Common
    
    Paid-in
    
    Retained
    
    IncomeClass A
    
    Class B
    
    Stock
    
    Stock
    
    Capital
    
    Earnings
    
    (Loss)
    
    TotalBalance, December 31, 2007


    38,233
    
    
    
    6,876
    
    $
    
    382
    
    $
    
    69
    
    $
    
    131,189
    
    $
    
    50,801
    
    $
    
    1,596
    
    $
    
    184,037Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,788
    )
    
    
    
    
    
    
    (10,788
    )Issuance of restricted Class ACommon Stock
    
    
    121
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Other comprehensive loss,
net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,651
    )
    
    
    (1,651
    )Net effect of subsidiaries
capital
transactions, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    329
    
    
    
    
    
    
    
    
    
    
    
    329Cash dividends on
5% Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )Share-based compensation
related to stock options
and restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    593
    
    
    
    
    
    
    
    -       593Balance, June 30, 2008
    
    
    38,354
    
    
    
    6,876
    
    $
    
    383
    
    $
    
    69
    
    $
    
    132,111
    
    $
    
    39,638
    
    $
    
    (55
    )
    $
    
    172,146
 See accompanying notes to unaudited consolidated financial statements.
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BFC Financial Corporation
 
 Consolidated Statements of Cash Flows  Unaudited
 (In thousands)
 For the Six Months EndedJune 30,2008
    
    2007Net cash used in operating activities
    $
    
    (21,004
    )
    
    
    (32,655
    )Investing activities:Proceeds from redemption and maturities of investment securities
    
    
    
    
    
    
    3,978Proceeds from redemption and maturities of tax certificates
    
    
    82,519
    
    
    
    94,865Purchase of investment securities
    
    
    
    
    
    
    (11,988
    )Purchase of tax certificates
    
    
    (311,011
    )
    
    
    (130,164
    )Purchase of securities available for sale
    
    
    (288,231
    )
    
    
    (122,158
    )Proceeds from sales and maturities of securities
available for sale
    
    
    464,966
    
    
    
    151,910Decrease in restricted cash
    
    
    1,478
    
    
    
    1,131Purchases of FHLB stock
    
    
    (31,140
    )
    
    
    (4,950
    )Redemption of FHLB stock
    
    
    19,486
    
    
    
    11,164Investments in unconsolidated subsidiaries
    
    
    139
    
    
    
    (4,474
    )Distributions from unconsolidated subsidiaries
    
    
    2,021
    
    
    
    8,030Net increase in loans
    
    
    (20,787
    )
    
    
    (36,918
    )Proceeds from the sale of loans receivable
    
    
    10,100
    
    
    
    Improvements to real estate owned
    
    
    (19
    )
    
    
    (1,762
    )Proceeds from sales of real estate owned
    
    
    1,054
    
    
    
    1,732Proceeds from sales of property and equipment
    
    
    
    
    
    
    12Net additions to office properties and equipment
    
    
    (5,669
    )
    
    
    (60,643
    )Net cash outflows from the sale of Central Florida branches
    
    
    (4,491
    )
    
    
    Ne proceeds from the sale of Ryan Beck Holdings, Inc.
    
    
    
    
    
    
    2,628Net cash used in investing activities
    
    
    (79,585
    )
    
    
    (97,607
    )Financing activities:Net (decrease) increase in deposits
    
    
    (49,628
    )
    
    
    150,107Net proceeds (repayments) of FHLB advances
    
    
    260,000
    
    
    
    (120,000
    )Increase (decrease) in securities sold under agreements
to repurchase
    
    
    1,994
    
    
    
    (24,492
    )(Decrease) increase in federal funds purchased
    
    
    (33,975
    )
    
    
    78,636Repayment of notes and bonds payable
    
    
    (23,075
    )
    
    
    (80,751
    )Proceeds from notes and bonds payable
    
    
    7,283
    
    
    
    166,212Excess tax benefits from share-based compensation
    
    
    
    
    
    
    1,250Proceeds from issuance of junior subordinated debentures
    
    
    
    
    
    
    25,000Proceeds from issuance of BankAtlantic Bancorp Class A common stock
    
    
    104
    
    
    
    2,224Purchase and retirement of BankAtlantic Bancorp Class A common
stock
    
    
    
    
    
    
    (36,402
    )Cash dividends paid by BankAtlantic Bancorp to non-BFC shareholders
    
    
    (432
    )
    
    
    (3,760
    )Cash dividends paid by Woodbridge to non-BFC shareholders
    
    
    
    
    
    
    (330
    )5% Preferred Stock dividends paid
    
    
    (375
    )
    
    
    (375
    )Venture partnership distribution paid to non-BFC interest holder
    
    
    (410
    )
    
    
    Proceeds from exercise of BFC stock options
    
    
    
    
    
    
    187Payments for debt issuance costs
    
    
    (124
    )
    
    
    (1,329
    )Net cash provided by financing activities
    
    
    161,362
    
    
    
    156,177Increase in cash and cash equivalents
    
    
    60,773
    
    
    
    25,915Cash and cash equivalents in discontinued operations
assets held for sale at beginning of period
    
    
    
    
    
    
    3,285Cash and cash equivalents in discontinued operations
assets held for sale at disposal date
    
    
    
    
    
    
    (6,294
    )Cash and cash equivalents at the beginning of period
    
    
    332,155
    
    
    
    201,123Cash and cash equivalents at end of period
    $
    
    392,928
    
    
    
    224,029
 (Continued)
 See accompanying notes to unaudited consolidated financial statements.
 10




---



##### Table of Contents



BFC Financial Corporation
Consolidated Statements of Cash Flows  Unaudited
(In thousands)
 For the Six Months EndedJune 30,2008
    
    2007Supplemental cash flow information:Interest paid on borrowings and deposits, net of amounts capitalized
    $
    
    83,340
    
    
    
    93,478Income taxes paid
    
    
    
    
    
    
    4,556Supplementary disclosure of non-cash investing and financing
activities:Decrease in accumulated other comprehensive income, net of taxes
    
    
    (1,651
    )
    
    
    (269
    )Net increase (decrease) in shareholders equity from the effect of
subsidiaries
capital transactions, net of income taxes
    
    
    329
    
    
    
    (246
    )Effects of FASB interpretation No. 48
    
    
    
    
    
    
    121
 See accompanying notes to unaudited consolidated financial statements.
 11




---



##### Table of Contents



BFC Financial Corporation
 
 Notes to Unaudited Consolidated Financial Statements
 1. Presentation of Interim Financial Statements
    PercentShares
    
    Percent of
    
    ofOwned
    
    Ownership
    
    VoteBankAtlantic BancorpClass A Common Stock
    
    
    8,329,236
    
    
    
    16.25
    %
    
    
    8.61
    %Class B Common Stock
    
    
    4,876,124
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    13,205,360
    
    
    
    23.53
    %
    
    
    55.61
    %WoodbridgeClass A Common Stock (1)
    
    
    18,676,955
    
    
    
    19.62
    %
    
    
    6.98
    %Class B Common Stock
    
    
    1,219,031
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    19,895,986
    
    
    
    20.64
    %
    
    
    53.98
    %
 
 (1)
    
    BFCs percent of ownership includes, but BFCs percent of vote excludes, 6,145,582
shares of Woodbridges Class A Common Stock which BFC has agreed not to vote, subject to
certain limited exceptions.   12




---



##### Table of Contents



2. Fair Value Measurement
    13




---



##### Table of Contents



Fair Value Measurements at June 30, 2008 Using:Quoted prices in
    
    Significant Other
    
    SignificantActive Markets for
    
    Observable
    
    UnobservableJune 30,
    
    Identical Assets
    
    Inputs
    
    InputsDescription
    
    2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Mortgage-backed securities
    $
    
    574,322
    
    
    
    
    
    
    
    574,322
    
    
    
    REMICS
    
    
    180,084
    
    
    
    
    
    
    
    180,084
    
    
    
    Bonds
    
    
    482
    
    
    
    
    
    
    
    
    
    
    
    482Equity securities
    
    
    20,705
    
    
    
    17,333
    
    
    
    
    
    
    
    3,372Stifel warrants
    
    
    13,257
    
    
    
    
    
    
    
    
    
    
    
    13,257Total
    $
    
    788,850
    
    
    
    17,333
    
    
    
    754,406
    
    
    
    17,111
    Stifel
    
    EquityBonds
    
    Warrants
    
    Securities
    
    TotalBeginning Balance, April 1, 2008
    $
    
    481
    
    
    
    8,805
    
    
    
    4,348
    
    
    
    13,634Total gains and losses
(realized/unrealized)Included in earnings (or changes
in net assets)
    
    
    
    
    
    
    4,452
    
    
    
    
    
    
    
    4,452Included in other comprehensive
Income
    
    
    1
    
    
    
    
    
    
    
    (976
    )
    
    
    (975
    )Purchases, issuances, and settlements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending balance, June 30, 2008
    $
    
    482
    
    
    
    13,257
    
    
    
    3,372
    
    
    
    17,111
  14




---



##### Table of Contents



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




---



##### Table of Contents



Fair Value Measurements at June 30, 2008 UsingQuoted prices inActive Markets
    
    Significant
    
    Significantfor Identical
    
    Other Observable
    
    UnobservableJune 30,
    
    Assets
    
    Inputs
    
    Inputs
   
    Total2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)

    ImpairmentsDescriptionLoans measured for impairment
using the fair value of the
collateral
    $
    
    123,690
    
    
    
    
    
    
    
    
    
    
    
    123,690
    
    
    
    64,729Private equity investment
    
    
    536
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    1,148Total

    $

    124,226
    
    
    
    
    
    
    
    
    
    
    
    124,226
    
    
    
    65,877
  Loans Measured for Impairment
  Private Equity Investment
  3. Segment Reporting
    16




---



##### Table of Contents



BFC Activities
   Financial Services
  Primary Homebuilding
  Tennessee Homebuilding
  Land Division
  Woodbridge Other Operations
  17




---



##### Table of Contents



Woodbridge
    
    AdjustmentsBFC
    
    Financial
    
    Land
    
    Other
    
    and2008
    
    Activities
    
    Services
    
    Division
    
    Operations
    
    Eliminations
    
    TotalRevenues:Sales of real estate
    $
    
    
    
    
    
    
    
    
    
    1,711
    
    
    
    635
    
    
    
    49
    
    
    
    2,395Interest and dividend income
    
    
    342
    
    
    
    78,487
    
    
    
    135
    
    
    
    490
    
    
    
    (11
    )
    
    
    79,443Other income
    
    
    1,311
    
    
    
    43,589
    
    
    
    1,081
    
    
    
    1,493
    
    
    
    (1,369
    )
    
    
    46,1051,653
    
    
    
    122,076
    
    
    
    2,927
    
    
    
    2,618
    
    
    
    (1,331
    )
    
    
    127,943Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    1,147
    
    
    
    587
    
    
    
    26
    
    
    
    1,760Interest expense, net
    
    
    1
    
    
    
    32,886
    
    
    
    485
    
    
    
    2,050
    
    
    
    (454
    )
    
    
    34,968Provision for loan losses
    
    
    
    
    
    
    47,247
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,247Other expenses
    
    
    3,280
    
    
    
    73,739
    
    
    
    4,807
    
    
    
    7,638
    
    
    
    (945
    )
    
    
    88,5193,281
    
    
    
    153,872
    
    
    
    6,439
    
    
    
    10,275
    
    
    
    (1,373
    )
    
    
    172,494Equity in (loss) earnings from
unconsolidated affiliates
    
    
    (55
    )
    
    
    287
    
    
    
    
    
    
    
    1,211
    
    
    
    
    
    
    
    1,443(Loss) income from continuing
operations before income taxes
and noncontrolling interest
    
    
    (1,683
    )
    
    
    (31,509
    )
    
    
    (3,512
    )
    
    
    (6,446
    )
    
    
    42
    
    
    
    (43,108
    )(Benefit) provision for income
taxes
    
    
    (3,263
    )
    
    
    (12,146
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,409
    )Noncontrolling interest
    
    
    75
    
    
    
    (14,806
    )
    
    
    (2,804
    )
    
    
    (5,148
    )
    
    
    33
    
    
    
    (22,650
    )(Loss) income from continuing
operations
    $
    
    1,505
    
    
    
    (4,557
    )
    
    
    (708
    )
    
    
    (1,298
    )
    
    
    9
    
    
    
    (5,049
    )At June 30, 2008Total assets
    $
    
    32,845
    
    
    
    6,514,975
    
    
    
    362,709
    
    
    
    316,389
    
    
    
    (61,417
    )
    
    
    7,165,501
 Woodbridge
    
    AdjustmentsBFC
    
    Financial
    
    Homebuilding
    
    Land
    
    Other
    
    and2007
    
    Activities
    
    Services
    
    Primary
    
    Tennessee
    
    Division
    
    Operations
    
    Eliminations
    
    TotalRevenues:Sales of real estate
    $
    
    
    
    
    
    
    
    
    
    114,805
    
    
    
    8,848
    
    
    
    1,917
    
    
    
    
    
    
    
    (206
    )
    
    
    125,364Interest and dividend
income
    
    
    495
    
    
    
    93,775
    
    
    
    76
    
    
    
    8
    
    
    
    1,069
    
    
    
    346
    
    
    
    (721
    )
    
    
    95,048Other income
    
    
    2,890
    
    
    
    44,815
    
    
    
    3,377
    
    
    
    15
    
    
    
    909
    
    
    
    186
    
    
    
    (840
    )
    
    
    51,3523,385
    
    
    
    138,590
    
    
    
    118,258
    
    
    
    8,871
    
    
    
    3,895
    
    
    
    532
    
    
    
    (1,767
    )
    
    
    271,764Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    162,323
    
    
    
    8,683
    
    
    
    483
    
    
    
    1,018
    
    
    
    (913
    )
    
    
    171,594Interest expense, net
    
    
    16
    
    
    
    47,722
    
    
    
    
    
    
    
    
    
    
    
    807
    
    
    
    
    
    
    
    (721
    )
    
    
    47,824Provision for loan losses
    
    
    
    
    
    
    4,917
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,917Other expenses
    
    
    3,672
    
    
    
    73,177
    
    
    
    21,088
    
    
    
    1,980
    
    
    
    3,496
    
    
    
    6,928
    
    
    
    (719
    )
    
    
    109,6223,688
    
    
    
    125,816
    
    
    
    183,411
    
    
    
    10,663
    
    
    
    4,786
    
    
    
    7,946
    
    
    
    (2,353
    )
    
    
    333,957Equity in (loss) earnings
from unconsolidated
affiliates
    
    
    
    
    
    
    669
    
    
    
    (16
    )
    
    
    
    
    
    
    
    
    
    
    1,373
    
    
    
    
    
    
    
    2,026(Loss) income from
continuing operations
before income taxes and
noncontrolling interest
    
    
    (303
    )
    
    
    13,443
    
    
    
    (65,169
    )
    
    
    (1,792
    )
    
    
    (891
    )
    
    
    (6,041
    )
    
    
    586
    
    
    
    (60,167
    )(Benefit) provision for
income taxes
    
    
    (4,463
    )
    
    
    1,715
    
    
    
    (13,353
    )
    
    
    (596
    )
    
    
    (407
    )
    
    
    (1,042
    )
    
    
    286
    
    
    
    (17,860
    )Noncontrolling interest
    
    
    (5
    )
    
    
    9,140
    
    
    
    (43,220
    )
    
    
    (997
    )
    
    
    (397
    )
    
    
    (4,168
    )
    
    
    250
    
    
    
    (39,397
    )(Loss) income from
continuing operations

    $
    
    4,165
    
    
    
    2,588
    
    
    
    (8,596
    )
    
    
    (199
    )
    
    
    (87
    )
    
    
    (831
    )
    
    
    50
    
    
    
    (2,910
    )At June 30, 2007Total assets
    $
    
    44,042
    
    
    
    6,497,693
    
    
    
    592,918
    
    
    
    48,049
    
    
    
    313,126
    
    
    
    161,906
    
    
    
    (51,494
    )
    
    
    7,606,240
 18




---



##### Table of Contents



Woodbridge
    
    AdjustmentsBFC
    
    Financial
    
    Land
    
    Other
    
    and2008
    
    Activities
    
    Services
    
    Division
    
    Operations
    
    Eliminations
    
    TotalRevenues:Sales of real estate
    $
    
    
    
    
    
    
    
    
    
    1,865
    
    
    
    635
    
    
    
    49
    
    
    
    2,549Interest and dividend income
    
    
    762
    
    
    
    162,219
    
    
    
    324
    
    
    
    1,777
    
    
    
    (37
    )
    
    
    165,045Other income
    
    
    3,000
    
    
    
    72,953
    
    
    
    2,276
    
    
    
    1,807
    
    
    
    (2,495
    )
    
    
    77,5413,762
    
    
    
    235,172
    
    
    
    4,465
    
    
    
    4,219
    
    
    
    (2,483
    )
    
    
    245,135Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    1,235
    
    
    
    587
    
    
    
    26
    
    
    
    1,848Interest expense, net
    
    
    1
    
    
    
    73,987
    
    
    
    1,173
    
    
    
    4,610
    
    
    
    (1,122
    )
    
    
    78,649Provision for loan losses
    
    
    
    
    
    
    90,135
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,135Other expenses
    
    
    7,438
    
    
    
    143,772
    
    
    
    9,786
    
    
    
    14,707
    
    
    
    (1,429
    )
    
    
    174,2747,439
    
    
    
    307,894
    
    
    
    12,194
    
    
    
    19,904
    
    
    
    (2,525
    )
    
    
    344,906Equity in (loss) earnings from
unconsolidated affiliates
    
    
    (53
    )
    
    
    1,562
    
    
    
    
    
    
    
    1,737
    
    
    
    
    
    
    
    3,246(Loss) income from continuing
operations before income taxes
and noncontrolling interest
    
    
    (3,730
    )
    
    
    (71,160
    )
    
    
    (7,729
    )
    
    
    (13,948
    )
    
    
    42
    
    
    
    (96,525
    )(Benefit) provision for income
taxes
    
    
    (7,238
    )
    
    
    (27,233
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,471
    )Noncontrolling interest
    
    
    63
    
    
    
    (33,585
    )
    
    
    (6,172
    )
    
    
    (11,138
    )
    
    
    33
    
    
    
    (50,799
    )(Loss) income from continuing
operations
    $
    
    3,445
    
    
    
    (10,342
    )
    
    
    (1,557
    )
    
    
    (2,810
    )
    
    
    9
    
    
    
    (11,255
    )
 Woodbridge
    
    AdjustmentsBFC
    
    Financial
    
    Homebuilding
    
    Land
    
    Other
    
    and2007
    
    Activities
    
    Services
    
    Primary
    
    Tennessee
    
    Division
    
    Operations
    
    Eliminations
    
    TotalRevenues:Sales of real estate
    $
    
    
    
    
    
    
    
    
    
    227,317
    
    
    
    30,505
    
    
    
    2,694
    
    
    
    6,574
    
    
    
    (428
    )
    
    
    266,662Interest and dividend income
    
    
    1,004
    
    
    
    187,315
    
    
    
    248
    
    
    
    28
    
    
    
    1,910
    
    
    
    549
    
    
    
    (1,416
    )
    
    
    189,638Other income
    
    
    4,517
    
    
    
    80,421
    
    
    
    5,552
    
    
    
    24
    
    
    
    1,930
    
    
    
    534
    
    
    
    (1,576
    )
    
    
    91,4025,521
    
    
    
    267,736
    
    
    
    233,117
    
    
    
    30,557
    
    
    
    6,534
    
    
    
    7,657
    
    
    
    (3,420
    )
    
    
    547,702Costs and Expenses:Cost of sale of real estate
    
    
    
    
    
    
    
    
    
    
    249,275
    
    
    
    29,334
    
    
    
    555
    
    
    
    6,519
    
    
    
    (1,181
    )
    
    
    284,502Interest expense, net
    
    
    28
    
    
    
    94,116
    
    
    
    
    
    
    
    
    
    
    
    1,022
    
    
    
    
    
    
    
    (1,112
    )
    
    
    94,054Provision for loan losses
    
    
    
    
    
    
    12,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,378Other expenses
    
    
    7,138
    
    
    
    152,670
    
    
    
    39,991
    
    
    
    3,864
    
    
    
    7,269
    
    
    
    15,164
    
    
    
    (1,434
    )
    
    
    224,6627,166
    
    
    
    259,164
    
    
    
    289,266
    
    
    
    33,198
    
    
    
    8,846
    
    
    
    21,683
    
    
    
    (3,727
    )
    
    
    615,596Equity in (loss) earnings
from
unconsolidated affiliates
    
    
    
    
    
    
    1,815
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,104
    
    
    
    
    
    
    
    4,919(Loss) income from
continuing operations before
income taxes and
noncontrolling interest
    
    
    (1,645
    )
    
    
    10,387
    
    
    
    (56,149
    )
    
    
    (2,641
    )
    
    
    (2,312
    )
    
    
    (10,922
    )
    
    
    307
    
    
    
    (62,975
    )(Benefit) provision for
income taxes
    
    
    (4,492
    )
    
    
    863
    
    
    
    (9,814
    )
    
    
    (924
    )
    
    
    (973
    )
    
    
    (2,906
    )
    
    
    116
    
    
    
    (18,130
    )Noncontrolling interest
    
    
    (8
    )
    
    
    7,413
    
    
    
    (38,646
    )
    
    
    (1,432
    )
    
    
    (1,111
    )
    
    
    (6,686
    )
    
    
    160
    
    
    
    (40,310
    )(Loss) income from
continuing operations
    $
    
    2,855
    
    
    
    2,111
    
    
    
    (7,689
    )
    
    
    (285
    )
    
    
    (228
    )
    
    
    (1,330
    )
    
    
    31
    
    
    
    (4,535
    )
 19




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##### Table of Contents



4. Discontinued Operations
 Sale of Ryan Beck
  Planned Sale of Two Core Communities Commercial Leasing Projects
 Accounting for the Impairment or Disposal of Long-Lived Assets
   June 30,
    
    December 31,2008
    
    2007Property and equipment, net
    $
    
    83,638
    
    
    
    84,811Other assets
    
    
    12,323
    
    
    
    11,537Assets held for sale
    $
    
    95,961
    
    
    
    96,348Accounts payable, accrued liabilities and other
    $
    
    1,618
    
    
    
    1,123Notes and mortgage payable
    
    
    80,693
    
    
    
    78,970Liabilities related to assets held for sale
    $
    
    82,311
    
    
    
    80,093
 20




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##### Table of Contents



For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revenue
    $
    
    1,938
    
    
    
    779
    
    
    
    4,161
    
    
    
    1,366Costs and expenses
    
    
    899
    
    
    
    592
    
    
    
    1,756
    
    
    
    1,184Income before income taxes
    
    
    1,039
    
    
    
    187
    
    
    
    2,405
    
    
    
    182Provision for income taxes
    
    
    83
    
    
    
    86
    
    
    
    192
    
    
    
    84Noncontrolling interest
    
    
    824
    
    
    
    90
    
    
    
    1,908
    
    
    
    88Income from discontinued
operations
    $
    
    132
    
    
    
    11
    
    
    
    305
    
    
    
    10
 5. Impairments, Restructuring Charges and Exit Activities
 BankAtlantic Bancorp and BankAtlantic
  EmployeeTerminationBenefits
    
    Contract
    
    TotalLiability
    
    Liability
    
    LiabilityBalance at January 1, 2007
    $
    
    
    
    
    
    
    
    
    
    -Expense incurred
    
    
    2,317
    
    
    
    
    
    
    
    2,317Amount paid
    
    
    (1,587
    )
    
    
    
    
    
    
    (1,587
    )Balance at June 30, 2007
    $
    
    730
    
    
    
    
    
    
    
    730Balance at January 1, 2008
    $
    
    102
    
    
    
    990
    
    
    
    1,092Expense incurred
    
    
    2,095
    
    
    
    361
    
    
    
    2,456Amounts paid or amortized
    
    
    (1,105
    )
    
    
    (288
    )
    
    
    (1,393
    )Balance at June 30, 2008
    $
    
    1,092
    
    
    
    1,063
    
    
    
    2,155
    21




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##### Table of Contents



For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    2008
    
    2007Asset impairment
    $
    
    3,448
    
    
    
    1,122
    
    
    
    3,448
    
    
    
    1,122Employee termination costs
    
    
    2,081
    
    
    
    
    
    
    
    2,081
    
    
    
    2,553Lease termination costs
    
    
    168
    
    
    
    
    
    
    
    53
    
    
    
    Loss on branch sale
    
    
    255
    
    
    
    
    
    
    
    255
    
    
    
    Total restructuring charges,
impairment and exit
activities
    $
    
    5,952
    
    
    
    1,122
    
    
    
    5,837
    
    
    
    3,675
  AmountAssets sold:Loans
    $
    
    6,470Property & equipment
    
    
    13,373Total assets sold
    
    
    19,843Liabilities transferred:Deposits
    
    
    (24,477
    )Other liabilities
    
    
    (346
    )Total liabilities transferred
    
    
    (24,823
    )Deposit premium
    
    
    654Transaction costs
    
    
    (165
    )Net cash outflows from sales of stores
    $
    
    (4,491
    )
  Woodbridge Holdings Corporation and Levitt and Sons
  Severance
    
    
    
    
    
    IndependentRelated and
    
    
    
    
    
    Contractor
    
    Surety BondBenefits
    
    Facilities
    
    Agreements
    
    Accrual
    
    TotalBalance at December 31, 2007
    $
    
    1,954
    
    
    
    1,010
    
    
    
    1,421
    
    
    
    1,826
    
    
    
    6,211Restructuring charges (credits)
    
    
    2,023
    
    
    
    140
    
    
    
    (25
    )
    
    
    (150
    )
    
    
    1,988Cash payments
    
    
    (2,681
    )
    
    
    (259
    )
    
    
    (412
    )
    
    
    (532
    )
    
    
    (3,884
    )Balance at June 30, 2008
    $
    
    1,296
    
    
    
    891
    
    
    
    984
    
    
    
    1,144
    
    
    
    4,315
  22




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##### Table of Contents



Accounting for Costs Associated with Exit or Disposal Activities
   6. Securities Activities
 BankAtlantic Bancorp Securities Activities
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    2008
    
    2007Gain (loss) on sale of Stifel common stock
    $
    
    3,703
    
    
    
    
    
    
    
    (955
    )
    
    
    Gain from sales of managed investment
funds
    
    
    
    
    
    
    2,519
    
    
    
    130
    
    
    
    4,966Gain on sale of agency securities
    
    
    940
    
    
    
    212
    
    
    
    1,281
    
    
    
    352Gain from sale of equity securities
    
    
    1,018
    
    
    
    
    
    
    
    1,018
    
    
    
    481(Loss) gain from private
equity investments
    
    
    (1,148
    )
    
    
    
    
    
    
    157
    
    
    
    Unrealized gain on Stifel warrants
    
    
    4,452
    
    
    
    6,082
    
    
    
    2,596
    
    
    
    4,569Securities activities, net
    $
    
    8,965
    
    
    
    8,813
    
    
    
    4,227
    
    
    
    10,368
 Woodbridge Securities Activities
  23




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##### Table of Contents



7. Benihana Convertible Preferred Stock Investment
   8. Loans Receivable
  June 30,
    
    December 31,2008
    
    2007Real estate loans:Residential
    $
    
    2,034,298
    
    
    
    2,155,752Builder land loans
    
    
    93,005
    
    
    
    149,564Land acquisition and development
    
    
    191,750
    
    
    
    202,177Land acquisition, development and construction
    
    
    117,317
    
    
    
    151,321Construction and development
    
    
    280,054
    
    
    
    265,163Commercial
    
    
    632,426
    
    
    
    534,916Consumer  home equity
    
    
    707,713
    
    
    
    676,262Small business
    
    
    213,841
    
    
    
    211,797Other loans:Commercial business
    
    
    141,191
    
    
    
    131,044Small business  non-mortgage
    
    
    105,753
    
    
    
    105,867Consumer loans
    
    
    14,684
    
    
    
    15,667Deposit overdrafts
    
    
    11,995
    
    
    
    15,005Total gross loans
    
    
    4,544,027
    
    
    
    4,614,535Adjustments:Premiums, discounts and net deferred fees
    
    
    3,450
    
    
    
    3,936Allowance for loan losses
    
    
    (106,126
    )
    
    
    (94,020
    )Loans receivable  net
    $
    
    4,441,351
    
    
    
    4,524,451Loans held for sale
    $
    
    5,163
    
    
    
    4,087
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    2008
    
    2007Balance, beginning of period
    $
    
    89,836
    
    
    
    50,926
    
    
    
    94,020
    
    
    
    44,173Loans charged-off
    
    
    (31,401
    )
    
    
    (1,797
    )
    
    
    (78,648
    )
    
    
    (2,924
    )Recoveries of loans
previously charged-off
    
    
    444
    
    
    
    1,062
    
    
    
    619
    
    
    
    1,481Net (charge-offs)
    
    
    (30,957
    )
    
    
    (735
    )
    
    
    (78,029
    )
    
    
    (1,443
    )Provision for loan losses
    
    
    47,247
    
    
    
    4,917
    
    
    
    90,135
    
    
    
    12,378Balance, end of period
    $
    
    106,126
    
    
    
    55,108
    
    
    
    106,126
    
    
    
    55,108
 24




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##### Table of Contents



June 30, 2008
    
    December 31, 2007Gross
    
    
    
    
    
    GrossRecorded
    
    Specific
    
    Recorded
    
    SpecificInvestment
    
    Allowances
    
    Investment
    
    AllowancesImpaired loans with specific
valuation allowances
    $
    
    67,045
    
    
    
    18,633
    
    
    
    113,955
    
    
    
    17,809Impaired loans without
specific
valuation allowances
    
    
    109,395
    
    
    
    
    
    
    
    67,124
    
    
    
    Total
    $
    
    176,440
    
    
    
    18,633
    
    
    
    181,079
    
    
    
    17,809
  9. Real Estate Held for Development and Sale
  June 30,
    
    December 31,2008
    
    2007Land and land development costs
    
    $
    222,812
    
    
    
    216,090Construction costs
    
    
    3,685
    
    
    
    5,426Capitalized interest and other costs
    
    
    37,101
    
    
    
    35,009Land held for sale
    
    
    10,924
    
    
    
    13,704Total
    $
    
    274,522
    
    
    
    270,229
   10. Investments in Unconsolidated Affiliates
  June 30,
    
    December 31,2008
    
    2007Investment in Bluegreen Corporation
    $
    
    112,672
    
    
    
    111,321Investments in joint ventures
    
    
    3,731
    
    
    
    5,615BankAtlantic Bancorp investment in statutory business trusts
    
    
    8,820
    
    
    
    8,820Woodbridge investment in statutory business trusts
    
    
    2,565
    
    
    
    2,565$
    
    127,788
    
    
    
    128,321
 25




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##### Table of Contents



For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Equity in earnings from Bluegreen
    $
    
    1,211
    
    
    
    1,357
    
    
    
    1,737
    
    
    
    3,101Equity in earnings from joint ventures and
statutory trusts
    
    
    232
    
    
    
    669
    
    
    
    1,509
    
    
    
    1,818Equity in earnings from unconsolidated
affiliates
    $
    
    1,443
    
    
    
    2,026
    
    
    
    3,246
    
    
    
    4,919
      Unaudited Condensed Consolidated Balance Sheets
 June 30,
    
    December 31,2008
    
    2007Total assets
    $
    
    1,128,644
    
    
    
    1,039,578Total liabilities
    $
    
    715,195
    
    
    
    632,047Minority interest
    
    
    24,581
    
    
    
    22,423Total shareholders equity
    
    
    388,868
    
    
    
    385,108Total liabilities and shareholders equity
    $
    
    1,128,644
    
    
    
    1,039,578
 26




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##### Table of Contents



Unaudited Condensed Consolidated Statements of Income
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revenues and other income
    $
    
    151,603
    
    
    
    170,972
    
    
    
    290,955
    
    
    
    317,630Cost and other expenses
    
    
    144,726
    
    
    
    162,739
    
    
    
    280,989
    
    
    
    299,161Income before minority interest and
provision for income taxes
    
    
    6,877
    
    
    
    8,233
    
    
    
    9,966
    
    
    
    18,469Minority interest
    
    
    1,320
    
    
    
    1,633
    
    
    
    2,158
    
    
    
    3,267Income before provision for income
taxes
    
    
    5,557
    
    
    
    6,600
    
    
    
    7,808
    
    
    
    15,202Provision for income taxes
    
    
    (2,112
    )
    
    
    (2,508
    )
    
    
    (2,967
    )
    
    
    (5,777
    )Net income
    $
    
    3,445
    
    
    
    4,092
    
    
    
    4,841
    
    
    
    9,425
 11. Other Debt and Development Bonds Payable
     27




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##### Table of Contents



Accounting for Contingencies
 Accounting for Special Assessments and Tax Increment
Financing
 12. Noncontrolling Interest
   June 30,
    
    December 31,2008
    
    2007BankAtlantic Bancorp
    $
    
    312,175
    
    
    
    351,148Woodbridge
    
    
    191,076
    
    
    
    207,138Joint venture partnership
    
    
    329
    
    
    
    664$
    
    503,580
    
    
    
    558,950
 13. Stock Compensation
   28




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##### Table of Contents



Non-Employees
 Weighted Average2008
    
    2007Volatility
    
    
    50.81
    %
    
    
    43.05
    %Expected dividends
    
    
    0.00
    %
    
    
    0.00
    %Expected term (in years)
    
    
    5.00
    
    
    
    5.00Risk-free rate
    
    
    3.35
    %
    
    
    4.89
    %Option value
    $
    
    0.40
    
    $
    
    1.99
 Employees
 Weighted Average2007Expected volatility
    
    
    43.05
    %Expected dividends
    
    
    0.00
    %Expected term (in years)
    
    
    7.5Average risk-free interest rate
    
    
    4.94
    %Option value
    $
    
    2.43
  Weighted
    
    WeightedAverage
    
    Average
    
    AggregateOutstanding
    
    Exercise
    
    Remaining
    
    IntrinsicOptions
    
    Price
    
    Contractual Term
    
    Value ($000)Outstanding at December 31, 2007
    
    
    1,723,217
    
    $
    
    5.07
    
    
    
    6.31
    
    $
    
    Exercised
    
    
    0
    
    
    
    0.00Forfeited
    
    
    (177,407
    )
    
    
    4.08Expired
    
    
    0
    
    
    
    0.00Granted
    
    
    252,150
    
    
    
    0.83Outstanding at June 30, 2008
    
    
    1,797,960
    
    $
    
    4.57
    
    
    
    6.86
    
    $
    
    Exercisable at June 30, 2008
    
    
    881,158
    
    $
    
    1.89
    
    
    
    6.33
    
    $
    
    Available for grant at June 30, 2008
    
    
    2,015,804
    Unvested
    
    WeightedRestricted
    
    AverageStock
    
    Fair ValueOutstanding at December 31,
2007
    $
    
    9,384
    
    
    
    1.51Granted
    
    
    120,480
    
    
    
    0.83Vested
    
    
    (19,424
    )
    
    
    1.13Forfeited
    
    
    
    
    
    
    Outstanding at June 30, 2008
    $
    
    110,440
    
    
    
    0.75
 29




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##### Table of Contents



14. Interest Expense
  For the Three Months Ended,
    
    For the Six Months Ended,June 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Interest expense
    $
    
    37,428
    
    
    
    60,717
    
    
    
    83,429
    
    
    
    119,273Interest capitalized
    
    
    (2,460
    )
    
    
    (12,893
    )
    
    
    (4,780
    )
    
    
    (25,219
    )Interest expense, net
    $
    
    34,968
    
    
    
    47,824
    
    
    
    78,649
    
    
    
    94,054
 15. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk
  June 30,
    
    December 31,2008
    
    2007BFC ActivitiesGuaranty agreements
    $
    
    38,000
    
    
    
    59,112Financial ServicesCommitments to sell fixed rate residential loans
    
    
    19,628
    
    
    
    21,029Commitments to sell variable rate residential loans
    
    
    394
    
    
    
    1,518Commitments to purchase variable rate residential
loans
    
    
    
    
    
    
    39,921Commitments to purchase fixed rate residential loans
    
    
    
    
    
    
    21,189Commitments to purchase commercial loans
    
    
    6,600
    
    
    
    Commitments to originate loans held for sale
    
    
    14,859
    
    
    
    18,344Commitments to originate loans held to maturity
    
    
    69,579
    
    
    
    158,589Commitments to extend credit, including the
undisbursed
portion of loans in process
    
    
    790,250
    
    
    
    992,838Standby letters of credit
    
    
    21,029
    
    
    
    41,151Commercial lines of credit
    
    
    82,325
    
    
    
    96,786Real Estate DevelopmentContinued Agreement of Indemnity- surety bonds
    
    
    11,960
    
    
    
    
 BFC Activities
   30




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##### Table of Contents



Financial Services
  Real Estate Development
   31




---



##### Table of Contents



16. Certain Relationships and Related Party and Affiliate Transactions
   BankAtlantic(In thousands)
    
    
    
    
    
    BFC
    
    Bancorp
    
    Woodbridge
    
    BluegreenFor the three months ended June 30, 2008Shared service income (expense)
    
    
    (a
    )
    $
    
    891
    
    
    
    (452
    )
    
    
    (321
    )
    
    
    (118
    )Other  facilities (expense) income
    
    
    (a
    )
    
    
    (86
    )
    
    
    127
    
    
    
    (62
    )
    
    
    21Interest income (expense)
    
    
    (b
    )
    $
    
    2
    
    
    
    (11
    )
    
    
    9
    
    
    
    For the three months ended June 30, 2007Shared service income (expense)
    
    
    (a
    )
    $
    
    715
    
    
    
    (357
    )
    
    
    (233
    )
    
    
    (125
    )Other  facilities (expense) income
    
    
    (a
    )
    
    
    (57
    )
    
    
    44
    
    
    
    
    
    
    
    13Interest income (expense)
    
    
    (b
    )
    $
    
    10
    
    
    
    (39
    )
    
    
    29
    
    
    
    For the six months ended June 30, 2008Shared service income (expense)
    
    
    (a
    )
    $
    
    1,389
    
    
    
    (716
    )
    
    
    (467
    )
    
    
    (206
    )Other  facilities (expense) income
    
    
    (a
    )
    
    
    (149
    )
    
    
    177
    
    
    
    (62
    )
    
    
    34Interest income (expense)
    
    
    (b
    )
    $
    
    7
    
    
    
    (37
    )
    
    
    30
    
    
    
    For the six months ended June 30, 2007Shared service income (expense)
    
    
    (a
    )
    $
    
    1,488
    
    
    
    (751
    )
    
    
    (494
    )
    
    
    (243
    )Other  facilities (expense) income
    
    
    (a
    )
    
    
    (110
    )
    
    
    84
    
    
    
    
    
    
    
    26Interest income (expense)
    
    
    (b
    )
    $
    
    21
    
    
    
    (90
    )
    
    
    69
    
    
    
    At June 30, 2008Cash and cash equivalents
(securities sold agreements to
repurchase/interest bearing
deposits)
    
    
    (b
    )
    $
    
    285
    
    
    
    (55,964
    )
    
    
    55,679
    
    
    
    Shared service receivable (payable)
    
    
    
    
    $
    
    393
    
    
    
    (152
    )
    
    
    (136
    )
    
    
    (105
    )At December 31, 2007Cash and cash equivalents
(securities sold under agreements
to repurchase)
    
    
    (b
    )
    $
    
    1,217
    
    
    
    (7,335
    )
    
    
    6,118
    
    
    
    Shared service receivable (payable)
    
    
    
    
    $
    
    312
    
    
    
    (89
    )
    
    
    (119
    )
    
    
    (104
    )
 
 (a)
    
    Pursuant to the terms of shared service arrangement between BFC,
BankAtlantic Bancorp and Woodbridge, BFC provides shared service
operations in the areas of human resources, risk management, investor
relations, executive office administration and other services to
BankAtlantic Bancorp and Woodbridge. Additionally, BFC provides
certain risk management and administrative services to Bluegreen. The
costs of shared services are allocated based upon the estimated usage
of the respective services. Also, as part of the shared service
arrangement, the Company pays BankAtlantic Bancorp and Bluegreen for
office facilities costs relating to the Company and its shared service
operations.In May 2008, BFC and BFC Shared Service Corporation (BFC Shared
Service), a wholly-owned subsidiary of BFC, entered into office lease
agreements with BankAtlantic under which BFC and BFC Shared Service
pay BankAtlantic an annual rent of approximately $294,000 for office
space in BankAtlantics corporate headquarters. In May 2008, BFC also
entered into an office sub-lease agreement with Woodbridge for office
space in BankAtlantics corporate headquarters pursuant to which
Woodbridge will pay BFC an annual rent of approximately $152,000.In March 2008, BankAtlantic entered into an agreement with Woodbridge
to provide information technology support at a cost of $10,000 per
month and a one-time set-up charge of $20,000. During the three and
six months ended June 30, 2008, Woodbridge paid BankAtlantic
approximately $17,000 related to the one-time set up charge and
approximately $13,000 related to the monthly hosting fee. 32




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##### Table of Contents



(b)

    BFC and Woodbridge entered into securities sold under agreements to
repurchase transactions with BankAtlantic in the aggregate of $0.3
million and $7.3 million as of June 30, 2008 and December 31, 2007,
respectively. As of June 30, 2008, Woodbridge maintained funds in a
money market account at BankAtlantic in the amount of $55.7 million. As of August 11, 2008, Woodbridges balance in money market accounts
and securities sold under repurchase agreements at BankAtlantic is approximately $3.7 million.
For the three and six months ended June 30, 2008, approximately
$11,000 and $37,000 of interest was recognized in connection with the
above, as compared to $39,000 and $90,000 during the same 2007
periods. These transactions have similar terms as BankAtlantic
agreements with unaffiliated parties.   BankAtlantic BancorpClass A
    
    WeightedCommon
    
    AverageStock
    
    PriceOptions outstanding
    
    
    268,943
    
    $
    
    9.69Options nonvested
    
    
    68,050
    
    $
    
    18.57
     33




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##### Table of Contents



17. Loss Per Common Share
     For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Basic loss per shareNumerator:Loss from continuing operations allocable to common stock
    $
    
    (5,236
    )
    
    
    (3,097
    )
    
    
    (11,630
    )
    
    
    (4,910
    )Discontinued operations, net of taxes
    
    
    132
    
    
    
    (4
    )
    
    
    467
    
    
    
    1,048Net loss allocable to common shareholders
    $
    
    (5,104
    )
    
    
    (3,101
    )
    
    
    (11,163
    )
    
    
    (3,862
    )Denominator:Basic weighted average number of common shares outstanding
    
    
    45,112
    
    
    
    33,451
    
    
    
    45,108
    
    
    
    33,458Basic (loss) earnings per share:Loss per share from continuing operations
    $
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.26
    )
    
    
    (0.15
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    0.03Basic loss per share
    $
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.25
    )
    
    
    (0.12
    )Diluted loss per shareNumeratorLoss from continuing operations allocable to common stock
    $
    
    (5,236
    )
    
    
    (3,097
    )
    
    
    (11,630
    )
    
    
    (4,910
    )Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (31
    )Loss allocable to common stock after assumed dilution
    $
    
    (5,236
    )
    
    
    (3,102
    )
    
    
    (11,630
    )
    
    
    (4,941
    )Discontinued operations, net of taxes
    $
    
    132
    
    
    
    (4
    )
    
    
    467
    
    
    
    1,048Effect of securities issuable by subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Discontinued operations, net of taxes after assumed dilution
    $
    
    132
    
    
    
    (4
    )
    
    
    467
    
    
    
    1,048Net loss allocable to common stock after assumed dilution
    $
    
    (5,104
    )
    
    
    (3,106
    )
    
    
    (11,163
    )
    
    
    (3,893
    )DenominatorDiluted weighted average number of common shares outstanding
    
    
    45,112
    
    
    
    33,451
    
    
    
    45,108
    
    
    
    33,458Diluted loss per shareLoss per share from continuing operations
    $
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.26
    )
    
    
    (0.15
    )Earnings per share from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    0.03Diluted loss per share
    $
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.25
    )
    
    
    (0.12
    )
  34




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18. Parent Company Financial Information
    June 30,
    
    December 31,2008
    
    2007AssetsCash and cash equivalents
    $
    
    14,403
    
    
    
    17,999Investment securities
    
    
    819
    
    
    
    862Investment in Benihana
    
    
    20,000
    
    
    
    20,000Investment in venture partnerships
    
    
    428
    
    
    
    864Investment in BankAtlantic Bancorp
    
    
    96,031
    
    
    
    108,173Investment in Woodbridge
    
    
    50,595
    
    
    
    54,637Investment in and advances to wholly-owned subsidiaries
    
    
    2,691
    
    
    
    1,578Loans receivable
    
    
    
    
    
    
    3,782Other assets
    
    
    1,145
    
    
    
    906Total assets
    $
    
    186,112
    
    
    
    208,801Liabilities and Shareholders EquityAdvances from and negative basis in wholly-owned subsidiaries
    $
    
    1,088
    
    
    
    3,174Other liabilities
    
    
    6,786
    
    
    
    7,722Deferred income taxes
    
    
    6,092
    
    
    
    13,868Total liabilities
    
    
    13,966
    
    
    
    24,764Total shareholders equity
    
    
    172,146
    
    
    
    184,037Total liabilities and shareholders equity
    $
    
    186,112
    
    
    
    208,801
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    2008
    
    2007Revenues
    $
    
    615
    
    
    
    1,872
    
    
    
    1,137
    
    
    
    2,431Expenses
    
    
    2,169
    
    
    
    2,276
    
    
    
    4,813
    
    
    
    4,190(Loss) before earnings (loss) from subsidiaries
    
    
    (1,554
    )
    
    
    (404
    )
    
    
    (3,676
    )
    
    
    (1,759
    )Equity in (loss) earnings of BankAtlantic Bancorp
    
    
    (4,557
    )
    
    
    2,588
    
    
    
    (10,342
    )
    
    
    2,111Equity in loss of Woodbridge
    
    
    (1,998
    )
    
    
    (9,646
    )
    
    
    (4,358
    )
    
    
    (9,484
    )Equity in (loss) earnings of other subsidiaries
    
    
    (203
    )
    
    
    109
    
    
    
    (117
    )
    
    
    124Loss before income taxes
    
    
    (8,312
    )
    
    
    (7,353
    )
    
    
    (18,493
    )
    
    
    (9,008
    )Benefit for income taxes
    
    
    (3,263
    )
    
    
    (4,443
    )
    
    
    (7,238
    )
    
    
    (4,473
    )Loss from continuing operations
    
    
    (5,049
    )
    
    
    (2,910
    )
    
    
    (11,255
    )
    
    
    (4,535
    )Equity in subsidiaries discontinued operations, net of tax
    
    
    132
    
    
    
    (4
    )
    
    
    467
    
    
    
    1,048Net loss
    
    
    (4,917
    )
    
    
    (2,914
    )
    
    
    (10,788
    )
    
    
    (3,487
    )5% Preferred Stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common stock
    $
    
    (5,104
    )
    
    
    (3,101
    )
    
    
    (11,163
    )
    
    
    (3,862
    )
 35




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##### Table of Contents



For the Six MonthsEnded June 30,2008
    
    2007Operating Activities:Net cash used in operating activities
    $
    
    (3,754
    )
    
    
    (3,475
    )Investing Activities:Proceeds from sale of investment in real estate limited partnership
    
    
    
    
    
    
    1,000Proceeds from the sale of securities
    
    
    
    
    
    
    1,336Distribution from partnership
    
    
    533
    
    
    
    Net cash provided by investing activities
    
    
    533
    
    
    
    2,336Financing Activities:Proceeds from the issuance of Class B Common Stock upon
exercise of stock options
    
    
    
    
    
    
    1875% Preferred Stock dividends paid
    
    
    (375
    )
    
    
    (375
    )Net cash used in financing activities
    
    
    (375
    )
    
    
    (188
    )Decrease in cash and cash equivalents
    
    
    (3,596
    )
    
    
    (1,327
    )Cash at beginning of period
    
    
    17,999
    
    
    
    17,815Cash at end of period
    $
    
    14,403
    
    
    
    16,488Supplementary disclosure of non-cash investing and financing activitiesNet decrease (increase) in shareholders equity from the effect of
subsidiaries
capital transactions, net of income taxes
    $
    
    329
    
    
    
    (246
    )Decrease in accumulated other comprehensive income, net of taxes
    
    
    (1,651
    )
    
    
    (269
    )Cumulative effect adjustment upon adoption of FASB Interpretation No. 48
    
    
    
    
    
    
    121
   19. Income Taxes
   36




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##### Table of Contents



Accounting for Uncertainty in Income Taxes  an
interpretation of FASB No. 109
 20. Goodwill
  21. New Accounting Pronouncements
  37




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##### Table of Contents



22. Litigation
   38




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##### Table of Contents



23. Financial Information of Levitt and Sons
      39




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##### Table of Contents



Levitt and Sons
Condensed Consolidated Statements of Financial Condition  Unaudited
(In thousands)
 June 30,
    
    December 31,2008
    
    2007AssetsCash
    $
    
    6,558
    
    
    
    5,365Inventory
    
    
    168,051
    
    
    
    208,686Property and equipment
    
    
    50
    
    
    
    55Other assets
    
    
    21,758
    
    
    
    23,810Total assets
    $
    
    196,417
    
    
    
    237,916Liabilities and Shareholders EquityAccounts payable and other accrued liabilities
    $
    
    1,116
    
    
    
    469Due to Woodbridge
    
    
    2,858
    
    
    
    748Liabilities subject to compromise (A)
    
    
    327,944
    
    
    
    354,748Shareholders deficit
    $
    
    (135,501
    )
    
    
    (118,049
    )Total liabilities and shareholders equity
    $
    
    196,417
    
    
    
    237,916
 (A) Liabilities Subject to Compromise
  40




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##### Table of Contents



Accounts payable and other accrued liabilities
    $
    
    57,884Customer deposits
    
    
    15,825Due to Woodbridge
    
    
    87,182Deficiency claim associated with secured debt
    
    
    36,800Notes and mortgage payable
    
    
    130,253Total liabilities subject to compromise
    $
    
    327,944
  Levitt and Sons
Condensed Consolidated Statements of Operations  Unaudited
(In thousands)
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    2008
    
    2007RevenuesSales of real estate
    $
    
    28,991
    
    
    
    123,653
    
    
    
    31,275
    
    
    
    257,822Other revenues
    
    
    
    
    
    
    877
    
    
    
    2
    
    
    
    1,599Total revenues
    
    
    28,991
    
    
    
    124,530
    
    
    
    31,277
    
    
    
    259,421Costs and expensesCost of sales of real estate
    
    
    39,048
    
    
    
    171,006
    
    
    
    40,973
    
    
    
    278,609Selling, general and
administrative expenses
    
    
    2,089
    
    
    
    22,655
    
    
    
    4,022
    
    
    
    42,960Total costs and expenses
    
    
    41,137
    
    
    
    193,661
    
    
    
    44,995
    
    
    
    321,569Reorganization items, net
    
    
    (2,875
    )
    
    
    
    
    
    
    (4,860
    )
    
    
    Other income, net of other expense
    
    
    340
    
    
    
    2,170
    
    
    
    1,126
    
    
    
    3,358(Loss) income before income taxes
    
    
    (14,681
    )
    
    
    (66,961
    )
    
    
    (17,452
    )
    
    
    (58,790
    )Provision for income taxes
    
    
    
    
    
    
    13,949
    
    
    
    
    
    
    
    10,738Net (loss) income
    $
    
    (14,681
    )
    
    
    (53,012
    )
    
    
    (17,452
    )
    
    
    (48,052
    )
 24. Other Matters
  25. Subsequent Event
  41




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Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
 Overview
     42




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##### Table of Contents



PercentShares
    
    Percent of
    
    ofOwned
    
    Ownership
    
    VoteBankAtlantic BancorpClass A Common Stock
    
    
    8,329,236
    
    
    
    16.25
    %
    
    
    8.61
    %Class B Common Stock
    
    
    4,876,124
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    13,205,360
    
    
    
    23.53
    %
    
    
    55.61
    %WoodbridgeClass A Common Stock (1)
    
    
    18,676,955
    
    
    
    19.62
    %
    
    
    6.98
    %Class B Common Stock
    
    
    1,219,031
    
    
    
    100.00
    %
    
    
    47.00
    %Total
    
    
    19,895,986
    
    
    
    20.64
    %
    
    
    53.98
    %
 
 (1)
    
    BFCs percent of ownership includes, but BFCs percent of vote excludes, 6,145,582
shares of Woodbridges Class A Common Stock which BFC agreed not to vote subject to certain
limited exceptions in a letter agreement. Forward Looking Statements
   
    
    the impact of economic, competitive and other factors affecting the Company and its
subsidiaries, and their operations, markets, products and services;
    
    that the performance of entities in which the Company has made investments may not be as
anticipated;
    
    that BFC is dependent upon dividends from its subsidiaries to fund its operations, and
such dividends may not be paid;
    
    that BFC will be subject to the unique business and industry risks and characteristics
of each entity in which an investment is made;
    
    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;
    
    that BFC shareholders interests may be diluted if additional shares of BFC common stock
are issued;
    
    the risk that our Class A Common Stock may be delisted from the NYSE Arca; and
    
    the impact of periodic testing of goodwill, deferred tax assets, and other intangible
assets for impairment.
 43




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##### Table of Contents



With respect to BFCs subsidiary, BankAtlantic Bancorp, and its subsidiary, BankAtlantic, the
risks and uncertainties include:
    
    the impact of economic, competitive and other factors affecting BankAtlantic Bancorp and
its operations, markets, products and services;
    
    the impact of a continued downturn in the economy or a recession on BankAtlantic
Bancorps business generally,
    
    the ability of BankAtlantic to attract deposits, the ability of its customers to
maintain account balances and the ability of BankAtlantic Bancorps borrowers to service
their obligations;
    
    credit risks and loan losses, and the related sufficiency of the allowance for loan
losses, including the impact on the credit quality of BankAtlantic loans (including those
held in the asset workout subsidiary of BankAtlantic Bancorp), of a sustained downturn in
the real estate market and other changes in the real estate markets in BankAtlantics trade
area, and where BankAtlantics collateral is located
    
    the quality of BankAtlantics residential land acquisition and development loans
(including Builder land bank loans) and home equity loans, and conditions in that market
sector;
    
    the risks of additional charge-offs, impairments and required increases in
BankAtlantics allowance for loan losses and the potential impact on BankAtlantics maintenance of well capitalized ratios;
    
    BankAtlantic Bancorps ability to successfully manage the loans held by the newly formed
asset workout subsidiary;
    
    the successful completion of a sale or joint venture of BankAtlantic Bancorps interests
in the newly formed asset workout subsidiary in the future, and the risk that BankAtlantic
Bancorp will continue to realize losses in that loan portfolio;
    
    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;
    
    BankAtlantics seven-day banking initiatives and other growth, marketing or advertising
initiatives not resulting in continued growth of core deposits or increasing average
balances of new deposit accounts or producing results which do not justify their costs;
    
    the success of BankAtlantic Bancorps expense discipline initiative and the ability to
achieve additional cost savings;
    
    the success of BankAtlantics store expansion program, and achieving growth and
profitability at the stores in the time frames anticipated, if at all;
    
    the risks and uncertainties associated with BankAtlantic Bancorp rights offering,
including that, because of business, economic or market conditions or for any other reasons
within BankAtlantic Bancorps discretion, BankAtlantic Bancorp may decide not to pursue the
rights offering on the terms proposed, if at all, and that the rights offering may not be
consummated; and the risks and uncertainties associated with BankAtlantic Bancorps reverse
stock split, including that, because of business, economic or market conditions or for any
other reasons within BankAtlantic Bancorps discretion, BankAtlantic Bancorp may decide not
to effect the reverse stock split on the currently contemplated terms, if at all;
    
    past performance, actual or estimated new account openings and growth rate may not be
achieved; and
    
    BankAtlantic Bancorps success at managing the risks involved in the foregoing.
 With respect to BFCs subsidiary, Woodbridge, the risks and uncertainties include:
 
    
    the impact of economic, competitive and other factors affecting Woodbridge and its
operations;
    
    the market for real estate in the areas where Woodbridge has developments, including
the impact of market conditions on Woodbridges margins;
    
    the risk that the value of the property held by Core Communities, LLC (Core
Communities or Core) may decline, including as a result of a sustained downturn in the
residential real estate and homebuilding industries;
    
    the impact of market conditions for commercial property and the extent to which the
factors negatively impacting the homebuilding and residential real estate industries will
impact the market for commercial property;
    
    the risk that the development of parcels and master-planned communities will not be
completed as anticipated;
    
    continued declines in the estimated fair value of real estate inventory and the
potential write-downs or impairment charges;
 44




---



##### Table of Contents




    
    the impact of economic, competitive and other factors affecting Woodbridge and its
operations;
    
    the market for real estate in the areas where Woodbridge has developments, including
the impact of market conditions on Woodbridges margins;
    
    the risk that the value of the property held by Core Communities, LLC Core
Communities or Core) may decline, including as a result of a sustained downturn in the
residential real estate and homebuilding industries;
    
    the impact of market conditions for commercial property and the extent to which the
factors negatively impacting the homebuilding and residential real estate industries will
impact the market for commercial property;
    
    the risk that the development of parcels and master-planned communities will not be
completed as anticipated;
 
    
    the effects of increases in interest rates and the availability and cost of credit to
buyers of Woodbridges inventory;
    
    the risk that accelerated principal payments of debt obligations may result from
re-margining or curtailment payment requirements;
    
    the ability to obtain financing and to renew existing credit facilities on acceptable
terms, if at all;
    
    the risk that Woodbridge may be required to adjust the carrying value of its
investment in Bluegreen and incur an impairment charge in a future period if the trading
price of Bluegreens common stock does not increase from current levels
    
    Woodbridges ability to access additional capital on acceptable terms, if at all;
    
    the risks and uncertainties inherent in bankruptcy proceedings and the inability to
predict the effect of Levitt and Sons liquidation process on Woodbridge, as well as the
potential impact of the assertion of claims against Woodbridge in connection with these
proceedings, its results of operations and financial condition;
    
    equity risks associated with a decline in the trading prices of Woodbridges equity
securities;
    
    the risk that creditors of Levitt and Sons may be successful in asserting claims
against Woodbridge;
    
    the risks relating to the Settlement Agreement, including, without limitation, that
the conditions to consummation of the Settlement Agreement will not be met, that several
creditors have indicated that they intend to object to the terms of the Settlement
Agreement, that the Settlement Agreement will not be approved by the Bankruptcy Court
when expected, or at all and that, in the event the Settlement Agreement is approved by
the Bankruptcy Court, such approval will be appealed
    
    the risk that the proposed acquisition of 100% of Bluegreens common stock will not be
consummated on the terms proposed, or at all; and
    
    Woodbridges success at managing the risks involved in the foregoing.
  Critical Accounting Policies
  45




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Summary of Consolidated Results of Operations by Business Segment
  For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007BFC Activities
    $
    
    1,580
    
    
    
    4,160
    
    
    
    3,508
    
    
    
    2,847Financial Services
    
    
    (19,363
    )
    
    
    11,728
    
    
    
    (43,927
    )
    
    
    9,524Real Estate Development
    
    
    (9,916
    )
    
    
    (58,195
    )
    
    
    (21,635
    )
    
    
    (57,216
    )(27,699
    )
    
    
    (42,307
    )
    
    
    (62,054
    )
    
    
    (44,845
    )Noncontrolling interest
    
    
    (22,650
    )
    
    
    (39,397
    )
    
    
    (50,799
    )
    
    
    (40,310
    )Loss from continuing operations
    
    
    (5,049
    )
    
    
    (2,910
    )
    
    
    (11,255
    )
    
    
    (4,535
    )Discontinued operations, less
noncontrolling interest
and income tax
    
    
    132
    
    
    
    (4
    )
    
    
    467
    
    
    
    1,048Net loss
    
    
    (4,917
    )
    
    
    (2,914
    )
    
    
    (10,788
    )
    
    
    (3,487
    )5% Preferred Stock dividends
    
    
    (187
    )
    
    
    (187
    )
    
    
    (375
    )
    
    
    (375
    )Net loss allocable to common shareholders
    $
    
    (5,104
    )
    
    
    (3,101
    )
    
    
    (11,163
    )
    
    
    (3,862
    )
    46




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Consolidated Financial Condition
 Consolidated Assets and Liabilities
  
    
    An increase in cash and cash equivalents of approximately $60.8 million which resulted
from: (i) higher cash and cash equivalents of $184.0 million at BankAtlantic Bancorp,
which resulted primarily from $144.0 million of higher federal funds sold and $29 million
cash letter balances associated with daily cash management activities at BankAtlantic
Bancorp, offset by (ii) a net decrease in cash and cash equivalents of $69.9 million at
Woodbridge, which resulted from cash used in operations of $38.3 million, cash used in
investing activities of $16.1 million and cash used in financing activities of $15.5
million, and (iii) a net decrease in cash and cash equivalents of $4.1 million at BFC,
which resulted primarily from cash used in operations;
    
    A decrease in securities available for sale reflecting BankAtlantic Bancorps sale of
Stifel common stock and the liquidation of managed fund equity investments. This decrease
in securities available for sale was offset in part by Woodbridges net acquisition of
equity securities of $15.7 million;
    
    A decrease in investment securities at cost reflecting BankAtlantic Bancorps sale of
Stifel common stock and certain private equity investments;
    
    Increase in tax certificate balances in BankAtlantic primarily due to the acquisition
of $225 million tax certificates in Florida during the 2008 second quarter;
    
    Higher investment in FHLB stock at BankAtlantic related to increases in FHLB advance
borrowings;
    
    A decline in BankAtlantics loan receivable balances associated with lower purchased
residential loan balances, significant charge-offs of commercial loans partially offset
by higher home equity loan balances;
    
    An increase in inventory of real estate held for development and sale primarily
associated with an increase in Woodbridges inventory of real estate in the land division.
This increase in inventory of real estate was partially offset by lower real estate
inventory held by BankAtlantic development and a decline in assets held for sale at
BankAtlantic due to property sales and $1.4 million of impairments recognized during the
2008 second quarter;
    
    Decrease in office properties and equipment due to the completion of the sale of
BankAtlantics Central Florida stores to an unrelated financial institution during the
2008 second quarter;
    
    An increase in deferred tax asset, net reflecting BankAtlantics operating loss during
the six months ended June 30, 2008 and lower unrealized gains with respect to securities
available for sale; and
    
    An increase in other assets primarily resulting from BankAtlantics sales of agency
and equity securities pending settlement.
  
    
    Higher non-interest-bearing deposit balances primarily due to an increase in accounts
and higher average customer balances in checking accounts;
    
    Lower interest-bearing deposit balances primarily associated with lower high yield
savings and certificate account balances primarily due to the competitive environment in
BankAtlantics markets;
    
    An increase in BankAtlantic FHLB borrowings in order to maintain higher cash balances
associated with daily cash management activities;
    
    A decrease in Woodbridges notes and mortgage notes payable of $16.9 million primarily
due to a curtailment payment made in connection with a development loan collateralized by
land in Tradition Hilton Head; and
    
    A decrease in other liabilities which primarily resulted from BankAtlantics December
2007 purchase of $18.9 million of securities pending settlement in January 2008.
 47




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##### Table of Contents



Noncontrolling Interest
  June 30,
    
    December 31,2008
    
    2007BankAtlantic Bancorp
    $
    
    312,175
    
    
    
    351,148Woodbridge
    
    
    191,076
    
    
    
    207,138Joint Venture Partnership
    
    
    329
    
    
    
    664$
    
    503,580
    
    
    
    558,950
 NEW ACCOUNTING PRONOUNCEMENTS.
  48




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##### Table of Contents



BFC Activities
 BFC Activities
     For the Three Months Ended
    
    Change
    
    For the Six Months Ended
    
    ChangeJune 30,
    
    2008 vs.
    
    June 30,
    
    2008 vs.(In thousands)
    
    2008
    
    2007
    
    2007
    
    2008
    
    2007
    
    2007RevenuesInterest and dividend income
    $
    
    342
    
    
    
    495
    
    
    
    (153
    )
    
    
    762
    
    
    
    1,004
    
    
    
    (242
    )Securities activities
    
    
    103
    
    
    
    1,295
    
    
    
    (1,192
    )
    
    
    103
    
    
    
    1,295
    
    
    
    (1,192
    )Other income
    
    
    1,208
    
    
    
    1,595
    
    
    
    (387
    )
    
    
    2,897
    
    
    
    3,222
    
    
    
    (325
    )1,653
    
    
    
    3,385
    
    
    
    (1,732
    )
    
    
    3,762
    
    
    
    5,521
    
    
    
    (1,759
    )Cost and ExpensesInterest expense
    
    
    1
    
    
    
    16
    
    
    
    (15
    )
    
    
    1
    
    
    
    28
    
    
    
    (27
    )Employee compensation and
benefits
    
    
    2,344
    
    
    
    2,750
    
    
    
    (406
    )
    
    
    5,504
    
    
    
    5,494
    
    
    
    10Other expenses
    
    
    936
    
    
    
    922
    
    
    
    14
    
    
    
    1,934
    
    
    
    1,644
    
    
    
    2903,281
    
    
    
    3,688
    
    
    
    (407
    )
    
    
    7,439
    
    
    
    7,166
    
    
    
    273Equity loss from
unconsolidated subsidiaries
    
    
    (55
    )
    
    
    
    
    
    
    (55
    )
    
    
    (53
    )
    
    
    
    
    
    
    (53
    )Loss before income taxes
    
    
    (1,683
    )
    
    
    (303
    )
    
    
    (1,380
    )
    
    
    (3,730
    )
    
    
    (1,645
    )
    
    
    (2,085
    )Benefit for income taxes
    
    
    (3,263
    )
    
    
    (4,463
    )
    
    
    1,200
    
    
    
    (7,238
    )
    
    
    (4,492
    )
    
    
    (2,746
    )Noncontrolling interest
    
    
    75
    
    
    
    (5
    )
    
    
    80
    
    
    
    63
    
    
    
    (8
    )
    
    
    71Income from continuing
operations
    $
    
    1,505
    
    
    
    4,165
    
    
    
    (2,660
    )
    
    
    3,445
    
    
    
    2,855
    
    
    
    590
   49




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##### Table of Contents



BFC Activities
      Liquidity and Capital Resources of BFC
  For the Six Months EndedJune 30,2008
    
    2007Net cash provided by (used in):Operating activities
    $
    
    (4,356
    )
    
    
    (2,059
    )Investing activities
    
    
    672
    
    
    
    1,653Financing activities
    
    
    (385
    )
    
    
    (199
    )Decrease in cash and cash equivalents
    
    
    (4,069
    )
    
    
    (605
    )Cash and cash equivalents at beginning of period
    
    
    18,898
    
    
    
    18,176Cash and cash equivalents at end of period
    $
    
    14,829
    
    
    
    17,571
  
    
    Revenues from shared services activities for affiliated companies;
    
    Dividends from Benihana;
    
    Venture partnership distributions;
    
    Revenues from BFC/CCC advisory fees;
    
    Proceeds from the sale of BFC/CCCs indirect membership interests in limited liability
companies; and
    
    Dividends from BankAtlantic Bancorp.
 50




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##### Table of Contents



BFC Activities
  
    
    Pay dividends on the Companys 5% Cumulative Convertible Preferred Stock; and
    
    Fund BFCs operating and general and administrative expenses, including shared services
costs.
         51




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##### Table of Contents



BFC Activities
       52




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 Financial Services
 Our Financial Services segment consists of BankAtlantic Bancorp, which is consolidated with
BFC Financial Corporation. The only assets available to BFC Financial Corporation from BankAtlantic
Bancorp are dividends when and if paid by BankAtlantic Bancorp. BankAtlantic Bancorp is a separate
public company and its management prepared the following discussion regarding BankAtlantic Bancorp
which was included in BankAtlantic Bancorps Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008 filed with the Securities and Exchange Commission. Accordingly, references to the
Company, we, us or our in the following discussion under the caption Financial Services
are references to BankAtlantic Bancorp and its subsidiaries, and are not references to BFC
Financial Corporation.
   53




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Critical Accounting Policies
  Accounting for Deferred Tax Asset Valuation Allowance
    54




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 Consolidated Results of Operations
  For the Three Months Ended June 30,(In thousands)
    
    2008
    
    2007
    
    ChangeBankAtlantic
    $
    
    (14,059
    )
    
    
    10,405
    
    
    
    (24,464
    )Parent Company
    
    
    (5,304
    )
    
    
    1,323
    
    
    
    (6,627
    )Net (loss) income
    $
    
    (19,363
    )
    
    
    11,728
    
    
    
    (31,091
    )
 For the Three Months Ended June 30, 2008 Compared to the Same 2007 Period:
   For the Six Months Ended June 30,(In thousands)
    
    2008
    
    2007
    
    ChangeBankAtlantic
    $
    
    (31,040
    )
    
    
    11,044
    
    
    
    (42,084
    )Parent Company
    
    
    (12,887
    )
    
    
    (1,520
    )
    
    
    (11,367
    )Net (loss) income
    $
    
    (43,927
    )
    
    
    9,524
    
    
    
    (53,451
    )
 For the Six Months Ended June 30, 2008 Compared to the Same 2007 Period:
  55




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantic Results of Operations
 Net interest income
 Average Balance Sheet  Yield / Rate AnalysisFor the Three Months EndedJune 30, 2008
    
    June 30, 2007Average
    
    Revenue/
    
    Yield/
    
    Average
    
    Revenue/
    
    Yield/( in thousands)
    
    Balance
    
    Expense
    
    Rate
    
    Balance
    
    Expense
    
    RateTotal loans
    $
    
    4,470,868
    
    
    
    61,466
    
    
    
    5.50
    
    $
    
    4,677,890
    
    
    
    79,913
    
    
    
    6.83Investments  tax exempt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    398,435
    
    
    
    5,846
    (1)
    
    
    5.87Investments  taxable
    
    
    1,098,822
    
    
    
    16,615
    
    
    
    6.05
    
    
    
    614,163
    
    
    
    9,506
    
    
    
    6.19Total interest earning assets
    
    
    5,569,690
    
    
    
    78,081
    
    
    
    5.61
    %
    
    
    5,690,488
    
    
    
    95,265
    
    
    
    6.70
    %Goodwill and core deposit intangibles
    
    
    75,401
    
    
    
    
    
    
    
    
    
    
    
    76,784Other non-interest earning assets
    
    
    433,038
    
    
    
    
    
    
    
    
    
    
    
    436,982Total Assets
    $
    
    6,078,129
    
    
    
    
    
    
    
    
    
    $
    
    6,204,254Deposits:Savings
    $
    
    552,094
    
    
    
    1,284
    
    
    
    0.94
    %
    $
    
    605,940
    
    
    
    3,401
    
    
    
    2.25
    %NOW
    
    
    941,964
    
    
    
    1,898
    
    
    
    0.81
    
    
    
    782,018
    
    
    
    1,749
    
    
    
    0.90Money market
    
    
    617,013
    
    
    
    2,427
    
    
    
    1.58
    
    
    
    677,545
    
    
    
    4,789
    
    
    
    2.84Certificates of deposit
    
    
    917,133
    
    
    
    8,899
    
    
    
    3.90
    
    
    
    993,458
    
    
    
    11,535
    
    
    
    4.66Total interest bearing deposits
    
    
    3,028,204
    
    
    
    14,508
    
    
    
    1.93
    
    
    
    3,058,961
    
    
    
    21,474
    
    
    
    2.82Short-term borrowed funds
    
    
    166,031
    
    
    
    788
    
    
    
    1.91
    
    
    
    157,230
    
    
    
    2,091
    
    
    
    5.33Advances from FHLB
    
    
    1,389,835
    
    
    
    12,433
    
    
    
    3.60
    
    
    
    1,344,855
    
    
    
    18,102
    
    
    
    5.40Long-term debt
    
    
    26,274
    
    
    
    429
    
    
    
    6.57
    
    
    
    29,373
    
    
    
    638
    
    
    
    8.71Total interest bearing liabilities
    
    
    4,610,344
    
    
    
    28,158
    
    
    
    2.46
    
    
    
    4,590,419
    
    
    
    42,305
    
    
    
    3.70Demand deposits
    
    
    878,906
    
    
    
    
    
    
    
    
    
    
    
    989,434Non-interest bearing other liabilities
    
    
    45,770
    
    
    
    
    
    
    
    
    
    
    
    50,800Total Liabilities
    
    
    5,535,020
    
    
    
    
    
    
    
    
    
    
    
    5,630,653Stockholders equity
    
    
    543,109
    
    
    
    
    
    
    
    
    
    
    
    573,601Total liabilities and stockholders
equity
    $
    
    6,078,129
    
    
    
    
    
    
    
    
    
    $
    
    6,204,254Net tax equivalent interest income/
net interest spread
    
    
    
    
    $
    
    49,923
    
    
    
    3.15
    %
    
    
    
    
    $
    
    52,960
    
    
    
    3.00
    %Tax equivalent adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,046
    )Net interest income
    
    
    
    
    $
    
    49,923
    
    
    
    
    
    
    
    
    
    $
    
    50,914MarginInterest income/interest earning assets
    
    
    
    
    
    
    
    
    
    
    5.61
    %
    
    
    
    
    
    
    
    
    
    
    6.70
    %Interest expense/interest earning assets
    
    
    
    
    
    
    
    
    
    
    2.03
    
    
    
    
    
    
    
    
    
    
    
    2.98Net interest margin (tax equivalent)
    
    
    
    
    
    
    
    
    
    
    3.58
    %
    
    
    
    
    
    
    
    
    
    
    3.72
    %
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. For the Three Months Ended June 30, 2008 Compared to the Same 2007 Period:
   56




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   Average Balance Sheet  Yield / Rate AnalysisFor the Six Months EndedJune 30, 2008
    
    June 30, 2007Average
    
    Revenue/
    
    Yield/
    
    Average
    
    Revenue/
    
    Yield/( in thousands)
    
    Balance
    
    Expense
    
    Rate
    
    Balance
    
    Expense
    
    RateTotal loans
    $
    
    4,554,307
    
    
    
    129,602
    
    
    
    5.69
    
    $
    
    4,664,280
    
    
    
    159,501
    
    
    
    6.84Investments  tax exempt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397,410
    
    
    
    11,648
    (1)
    
    
    5.86Investments  taxable
    
    
    1,065,268
    
    
    
    31,837
    
    
    
    5.98
    
    
    
    616,873
    
    
    
    19,202
    
    
    
    6.23Total interest earning assets
    
    
    5,619,575
    
    
    
    161,439
    
    
    
    5.75
    %
    
    
    5,678,563
    
    
    
    190,351
    
    
    
    6.70Goodwill and core deposit intangibles
    
    
    75,560
    
    
    
    
    
    
    
    
    
    
    
    76,960Other non-interest earning assets
    
    
    424,767
    
    
    
    
    
    
    
    
    
    
    
    431,552Total Assets
    $
    
    6,119,902
    
    
    
    
    
    
    
    
    
    $
    
    6,187,075Deposits:Savings
    $
    
    559,271
    
    
    
    3,302
    
    
    
    1.19
    %
    $
    
    567,899
    
    
    
    5,971
    
    
    
    2.12NOW
    
    
    934,173
    
    
    
    4,581
    
    
    
    0.99
    
    
    
    776,548
    
    
    
    3,261
    
    
    
    0.85Money market
    
    
    613,038
    
    
    
    5,585
    
    
    
    1.83
    
    
    
    664,039
    
    
    
    8,727
    
    
    
    2.65Certificates of deposit
    
    
    954,605
    
    
    
    19,633
    
    
    
    4.14
    
    
    
    977,674
    
    
    
    22,517
    
    
    
    4.64Total deposits
    
    
    3,061,087
    
    
    
    33,101
    
    
    
    2.17
    
    
    
    2,986,160
    
    
    
    40,476
    
    
    
    2.73Short-term borrowed funds
    
    
    167,386
    
    
    
    2,113
    
    
    
    2.54
    
    
    
    180,478
    
    
    
    4,723
    
    
    
    5.28Advances from FHLB
    
    
    1,406,790
    
    
    
    27,379
    
    
    
    3.91
    
    
    
    1,374,900
    
    
    
    36,826
    
    
    
    5.40Long-term debt
    
    
    26,365
    
    
    
    918
    
    
    
    7.00
    
    
    
    29,503
    
    
    
    1,265
    
    
    
    8.65Total interest bearing liabilities
    
    
    4,661,628
    
    
    
    63,511
    
    
    
    2.74
    
    
    
    4,571,041
    
    
    
    83,290
    
    
    
    3.67Demand deposits
    
    
    866,834
    
    
    
    
    
    
    
    
    
    
    
    989,490Non-interest bearing other liabilities
    
    
    47,298
    
    
    
    
    
    
    
    
    
    
    
    53,495Total Liabilities
    
    
    5,575,760
    
    
    
    
    
    
    
    
    
    
    
    5,614,026Stockholders equity
    
    
    544,142
    
    
    
    
    
    
    
    
    
    
    
    573,049Total liabilities and
stockholders equity
    $
    
    6,119,902
    
    
    
    
    
    
    
    
    
    $
    
    6,187,075Net interest income/net
interest spread
    
    
    
    
    $
    
    97,928
    
    
    
    3.01
    %
    
    
    
    
    $
    
    107,061
    
    
    
    3.03Tax equivalent adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,077
    )Net interest income
    
    
    
    
    $
    
    97,928
    
    
    
    
    
    
    
    
    
    $
    
    102,984MarginInterest income/interest earning
assets
    
    
    
    
    
    
    
    
    
    
    5.75
    %
    
    
    
    
    
    
    
    
    
    
    6.70Interest expense/interest earning
assets
    
    
    
    
    
    
    
    
    
    
    2.27
    
    
    
    
    
    
    
    
    
    
    
    2.96Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.48
    %
    
    
    
    
    
    
    
    
    
    
    3.74
 
 (1)
    
    The tax equivalent basis is computed using a 35% tax rate. 57




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 For the Six Months Ended June 30, 2008 Compared to the Same 2007 Period:
  Asset Quality
  June 30,
    
    December 31,2008
    
    2007NONPERFORMING ASSETSNonaccrual:Tax certificates
    $
    
    2,309
    
    
    
    2,094Loans (1)
    
    
    77,901
    
    
    
    178,591Total nonaccrual
    
    
    80,210
    
    
    
    180,685Repossessed assets:Real estate owned
    
    
    20,298
    
    
    
    17,216Total nonperforming assets
    $
    
    100,508
    
    
    
    197,901AllowancesAllowance for loan losses
    $
    
    98,424
    
    
    
    94,020Allowance for tax certificate losses
    
    
    4,010
    
    
    
    3,289Total allowances
    $
    
    102,434
    
    
    
    97,309PROBLEM LOANSContractually past due 90 days or more
    
    
    5,124
    
    
    
    Restructured loans
    
    
    3,002
    
    
    
    2,488TOTAL PROBLEM LOANS
    $
    
    8,126
    
    
    
    2,488
 
 (1)
    
    Excluded from the above table at June 30, 2008 were
$90.4 million of non-performing loans held by a subsidiary of the Parent
Company.  NetBalance
    
    Additional
    
    
    
    
    
    Transfers
    
    Parent
    
    BalanceDecember 31,
    
    Non-accrual
    
    Charge-
    
    to
    
    Company
    
    June 30,(in thousands)
    
    2007
    
    Loans (1)
    
    offs
    
    REO
    
    Transfer
    
    2008Residential
    $
    
    8,678
    
    
    
    13,544
    
    
    
    (1,651
    )
    
    
    (2,364
    )
    
    
    
    
    
    
    18,207Commercial
    
    
    165,818
    
    
    
    46,701
    
    
    
    (55,092
    )
    
    
    (1,900
    )
    
    
    (101,493
    )
    
    
    54,034Small business
    
    
    877
    
    
    
    1,948
    
    
    
    (1,660
    )
    
    
    
    
    
    
    
    
    
    
    1,165Consumer home equity
    
    
    3,218
    
    
    
    13,338
    
    
    
    (12,061
    )
    
    
    
    
    
    
    
    
    
    
    4,495Total non-accrual loans
    $
    
    178,591
    
    
    
    75,531
    
    
    
    (70,464
    )
    
    
    (4,264
    )
    
    
    (101,493
    )
    
    
    77,901
 
 (1)
    
    Net additions to non-accrual loans include loan repayments and loan sales.  58




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
        Allowance for Loan Losses
 For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,(in thousands)
    
    2008
    
    2007
    
    2008
    
    2007Balance, beginning of period
    $
    
    83,396
    
    
    
    50,373
    
    
    
    94,020
    
    
    
    43,602Charge-offsResidential
    
    
    (1,027
    )
    
    
    (52
    )
    
    
    (1,651
    )
    
    
    (203
    )Commercial
    
    
    (14,501
    )
    
    
    
    
    
    
    (55,092
    )
    
    
    Consumer home equity
    
    
    (7,225
    )
    
    
    (744
    )
    
    
    (12,061
    )
    
    
    (1,282
    )Small business
    
    
    (464
    )
    
    
    (1,001
    )
    
    
    (1,660
    )
    
    
    (1,439
    )Total charge-offs
    
    
    (23,217
    )
    
    
    (1,797
    )
    
    
    (70,464
    )
    
    
    (2,924
    )Recoveries of loans previously charged-off
    
    
    444
    
    
    
    1,261
    
    
    
    619
    
    
    
    1,698Net charge-offs
    
    
    (22,773
    )
    
    
    (536
    )
    
    
    (69,845
    )
    
    
    (1,226
    )Transfer of specific reserves to Parent Company
    
    
    
    
    
    
    
    
    
    
    (6,440
    )
    
    
    Provision for loan losses
    
    
    37,801
    
    
    
    4,917
    
    
    
    80,689
    
    
    
    12,378Balance, end of period
    $
    
    98,424
    
    
    
    54,754
    
    
    
    98,424
    
    
    
    54,754
 59




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,(in thousands)
    
    2008
    
    2007
    
    2008
    
    2007Builder land bank loans
    $
    
    13,965
    
    
    
    
    
    
    
    32,877
    
    
    
    Land acquisition and development
loans
    
    
    536
    
    
    
    
    
    
    
    2,756
    
    
    
    Land acquisition, development and
construction loans
    
    
    
    
    
    
    
    
    
    
    19,459
    
    
    
    Total commercial charge-offs
    $
    
    14,501
    
    
    
    
    
    
    
    55,092
    
    
    
    
   Number of(dollars in thousands)
    
    Loans
    
    AmountBuilder land bank loans
    
    
    7
    
    $
    
    63,986Land acquisition and development loans
    
    
    26
    
    
    
    172,292Land acquisition, development and
construction loans
    
    
    18
    
    
    
    88,062Total commercial residential loans (1)
    
    
    51
    
    $
    
    324,340
 
 (1)
    
    Excluded from the above table were $77.7 million of
commercial residential real estate loans held by a subsidiary of the Parent
Company.  BankAtlantics Non-Interest Income
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    ChangeService charges on deposits
    $
    
    24,466
    
    
    
    25,808
    
    
    
    (1,342
    )
    
    
    48,480
    
    
    
    50,403
    
    
    
    (1,923
    )Other service charges and fees
    
    
    7,121
    
    
    
    7,524
    
    
    
    (403
    )
    
    
    14,554
    
    
    
    14,557
    
    
    
    (3
    )Securities activities, net
    
    
    1,960
    
    
    
    212
    
    
    
    1,748
    
    
    
    2,301
    
    
    
    833
    
    
    
    1,468Income from unconsolidated subsidiaries
    
    
    147
    
    
    
    509
    
    
    
    (362
    )
    
    
    1,260
    
    
    
    874
    
    
    
    386Other
    
    
    3,034
    
    
    
    2,631
    
    
    
    403
    
    
    
    5,686
    
    
    
    5,064
    
    
    
    622Non-interest income
    $
    
    36,728
    
    
    
    36,684
    
    
    
    44
    
    
    
    72,281
    
    
    
    71,731
    
    
    
    550
 60




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
      BankAtlantics Non-Interest Expense
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    ChangeEmployee compensation and benefits
    $
    
    32,118
    
    
    
    36,628
    
    
    
    (4,510
    )
    
    
    66,361
    
    
    
    77,292
    
    
    
    (10,931
    )Occupancy and equipment
    
    
    16,171
    
    
    
    15,923
    
    
    
    248
    
    
    
    32,554
    
    
    
    31,865
    
    
    
    689Advertising and business promotion
    
    
    3,564
    
    
    
    4,079
    
    
    
    (515
    )
    
    
    8,425
    
    
    
    9,867
    
    
    
    (1,442
    )Check losses
    
    
    2,101
    
    
    
    2,731
    
    
    
    (630
    )
    
    
    4,819
    
    
    
    4,588
    
    
    
    231Professional fees
    
    
    2,004
    
    
    
    1,233
    
    
    
    771
    
    
    
    4,264
    
    
    
    2,853
    
    
    
    1,411Supplies and postage
    
    
    1,281
    
    
    
    1,629
    
    
    
    (348
    )
    
    
    2,284
    
    
    
    3,479
    
    
    
    (1,195
    )Telecommunication
    
    
    1,326
    
    
    
    1,548
    
    
    
    (222
    )
    
    
    2,822
    
    
    
    2,927
    
    
    
    (105
    )Restructuring charges, impairments
and exit activities
    
    
    5,952
    
    
    
    1,122
    
    
    
    4,830
    
    
    
    5,837
    
    
    
    3,675
    
    
    
    2,162Other
    
    
    7,820
    
    
    
    6,629
    
    
    
    1,191
    
    
    
    13,597
    
    
    
    13,746
    
    
    
    (149
    )Total non-interest expense
    $
    
    72,337
    
    
    
    71,522
    
    
    
    815
    
    
    
    140,963
    
    
    
    150,292
    
    
    
    (9,329
    )
  61




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Financial Services
(BankAtlantic Bancorp)
           62




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  Parent Company Results of Operations
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,(in thousands)
    
    2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    ChangeNet interest expense
    $
    
    (4,324
    )
    
    
    (4,861
    )
    
    
    537
    
    
    
    (9,696
    )
    
    
    (9,785
    )
    
    
    89Provision for loan losses
    
    
    (9,446
    )
    
    
    
    
    
    
    (9,446
    )
    
    
    (9,446
    )
    
    
    
    
    
    
    (9,446
    )Non-interest income
    
    
    7,414
    
    
    
    9,014
    
    
    
    (1,600
    )
    
    
    2,766
    
    
    
    10,908
    
    
    
    (8,142
    )Non-interest expense
    
    
    (1,666
    )
    
    
    (1,869
    )
    
    
    203
    
    
    
    (3,341
    )
    
    
    (2,781
    )
    
    
    (560
    )(Loss) income before income taxes
    
    
    (8,022
    )
    
    
    2,284
    
    
    
    (10,306
    )
    
    
    (19,717
    )
    
    
    (1,658
    )
    
    
    (18,059
    )(Benefit) provision for income taxes
    
    
    (2,718
    )
    
    
    961
    
    
    
    (3,679
    )
    
    
    (6,830
    )
    
    
    (138
    )
    
    
    (6,692
    )Parent Company (loss) income
    $
    
    (5,304
    )
    
    
    1,323
    
    
    
    (6,627
    )
    
    
    (12,887
    )
    
    
    (1,520
    )
    
    
    (11,367
    )
      63




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
   (in thousands)
    
    AmountNonaccrual loans:Commercial residential real estate:Builder land loans
    $
    
    32,039Land acquisition and development
    
    
    19,809Land acquisition, development and construction
    
    
    34,915Total commercial residential real estate
    
    
    86,763Commercial non-residential real estate
    
    
    14,731Total non-accrual loans
    
    
    101,494Allowance for loan losses  specific reserves
    
    
    6,440Non-accrual loans, net
    $
    
    95,054
  June 30,(in thousands)
    
    2008Nonaccrual loans:Commercial residential real estate:Builder land loans
    $
    
    29,019Land acquisition and development
    
    
    19,458Land acquisition, development and construction
    
    
    29,505Total commercial residential real estate
    
    
    77,982Commercial non-residential real estate
    
    
    12,430Total non-accrual loans
    
    
    90,412Allowance for loan losses  specific reserves
    
    
    7,702Non-accrual loans, net
    $
    
    82,710
   64




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
 BankAtlantic Bancorp Consolidated Financial Condition
  
    
    Increase in cash and cash equivalents was primarily due to $144 million of higher
federal funds sold and $29 million cash letter balances associated with daily cash
management activities;
    
    Decrease in securities available for sale reflecting the sale of Stifel common stock
and the liquidation of managed fund equity investments held by the Parent Company;
    
    Decrease in investment securities at cost resulting from the sale of Stifel common
stock and certain private equity investments;
    
    Increase in tax certificate balances primarily due to the acquisition of $225 million
of tax certificates in Florida during the 2008 second quarter;
    
    Higher investment in FHLB stock related to increases in FHLB borrowings;
    
    Decrease in loan receivable balances associated with lower purchased residential loan
balances, significant charge-offs of commercial loans partially offset by higher home
equity loan balances;
    
    Lower real estate held for development and sale balances associated with the sale of
inventory of homes at a real estate development.
    
    Decrease in assets held for sale due to property sales and $1.4 million of impairments
recognized during the 2008 second quarter.
    
    Decrease in office properties and equipment due to the completion of the sale of the
Central Florida stores to an unrelated financial institution during the 2008 second
quarter; and
    
    Increase in deferred tax assets primarily resulting from the operating losses during
the six months ended June 30, 2008 and lower securities available for sale unrealized
gains.
  
    
    Higher non-interest-bearing deposit balances primarily due to an increase in accounts
and higher average customer balances in checking accounts;
    
    Lower interest-bearing deposit balances primarily associated with lower high yield
savings and certificate account balances primarily due to the competitive environment in
our markets;
    
    Increase in FHLB borrowings in order to maintain higher cash balances associated with
daily cash management activities and; and
    
    Decrease in other liabilities primarily resulting from $18.9 million of securities
purchased in December 2007 pending settlement in January 2008.
 Liquidity and Capital Resources
 BankAtlantic Bancorp, Inc. Liquidity and Capital Resources
   65




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Financial Services
(BankAtlantic Bancorp)
      66




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
  As of June 30, 2008Gross
    
    GrossCarrying
    
    Unrealized
    
    Unrealized
    
    Estimated(in thousands)
    
    Value
    
    Appreciation
    
    Depreciation
    
    Fair ValueCash and cash equivalents
    $
    
    17,261
    
    
    
    
    
    
    
    
    
    
    
    17,261Stifel warrants
    
    
    13,256
    
    
    
    
    
    
    
    
    
    
    
    13,256Equity securities
    
    
    5,000
    
    
    
    
    
    
    
    1,628
    
    
    
    3,372Private investment securities
    
    
    2,036
    
    
    
    
    
    
    
    
    
    
    
    2,036Total
    $
    
    37,553
    
    
    
    
    
    
    
    1,628
    
    
    
    35,925
    BankAtlantic Liquidity and Capital Resources
    67




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##### Table of Contents



Financial Services
(BankAtlantic Bancorp)
      Minimum RatiosAdequately
    
    WellActual
    
    Capitalized
    
    CapitalizedAmount
    
    Ratio
    
    Ratio
    
    RatioAt June 30, 2008:Total risk-based capital
    $
    
    501,391
    
    
    
    11.77
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 risk-based capital
    
    
    425,677
    
    
    
    9.99
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    425,677
    
    
    
    6.82
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    425,677
    
    
    
    6.82
    
    
    
    4.00
    
    
    
    5.00At December 31, 2007:Total risk-based capital
    
    
    495,668
    
    
    
    11.63
    
    
    
    8.00
    
    
    
    10.00Tier 1 risk-based capital
    
    
    420,063
    
    
    
    9.85
    
    
    
    4.00
    
    
    
    6.00Tangible capital
    
    
    420,063
    
    
    
    6.94
    
    
    
    1.50
    
    
    
    1.50Core capital
    
    
    420,063
    
    
    
    6.94
    
    
    
    4.00
    
    
    
    5.00
  Off Balance Sheet Arrangements  Contractual Obligations as of June 30, 2008 (in thousands):
 Payments Due by Period (1)Less than
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations (2)
    
    Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsTime deposits
    $
    
    955,921
    
    
    
    854,602
    
    
    
    67,560
    
    
    
    33,759
    
    
    
    Long-term debt
    
    
    320,482
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    298,482Advances from FHLB (1)
    
    
    1,657,036
    
    
    
    1,005,036
    
    
    
    652,000
    
    
    
    
    
    
    
    Operating lease obligations held for
sublease
    
    
    44,571
    
    
    
    2,121
    
    
    
    5,462
    
    
    
    3,548
    
    
    
    33,440Operating lease obligations held for use
    
    
    75,513
    
    
    
    8,785
    
    
    
    20,132
    
    
    
    8,191
    
    
    
    38,405Pension obligation
    
    
    15,041
    
    
    
    983
    
    
    
    2,588
    
    
    
    2,873
    
    
    
    8,597Other obligations
    
    
    22,500
    
    
    
    4,000
    
    
    
    7,300
    
    
    
    6,400
    
    
    
    4,800Total contractual cash obligations
    $
    
    3,091,064
    
    
    
    1,875,527
    
    
    
    755,042
    
    
    
    76,771
    
    
    
    383,724
 
 (1)
    
    Payments due by period are based on contractual maturities(2)
    
    The above table excludes interest payments on interest bearing liabilities 68




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##### Table of Contents



Real Estate Development
(Woodbridge)
 Real Estate Development
 The Real Estate Development activities of BFC are comprised of the operations of Woodbridge
Holdings Corporation and its subsidiaries. Woodbridge in 2008 presents its results in two
reportable segments and its results of operations are consolidated with BFC Financial Corporation.
The only assets available to BFC Financial Corporation are dividends when and if paid by
Woodbridge. Woodbridge is a separate public company and its management prepared the following
discussion regarding Woodbridge which was included in Woodbridges Quarterly Report on Form 10-Q
for the quarter ended June 30, 2008 filed with the Securities and Exchange Commission. Accordingly,
references to the Company, we, us or our in the following discussion under the caption
Real Estate Development are references to Woodbridge Holdings Corporation and its subsidiaries,
and are not references to BFC Financial Corporation.
     69




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##### Table of Contents



Real Estate Development
(Woodbridge)
 Executive Overview
  70




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##### Table of Contents



Real Estate Development
(Woodbridge)
   Financial and Non-Financial Metrics
  Land Division Overview
   71




---



##### Table of Contents



Real Estate Development
(Woodbridge)
  Other Operations Overview
      Critical Accounting Policies and Estimates
  72




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##### Table of Contents



Real Estate Development
(Woodbridge)
  Investments in Unconsolidated Subsidiaries  Cost Method
  CONSOLIDATED RESULTS OF OPERATIONS
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change(In thousands)
    
    ( U n a u d i t e d )
    
    ( U n a u d i t e d )RevenuesSales of real estate
    $
    
    2,395
    
    
    
    125,364
    
    
    
    (122,969
    )
    
    
    2,549
    
    
    
    266,662
    
    
    
    (264,113
    )Other revenues
    
    
    810
    
    
    
    1,702
    
    
    
    (892
    )
    
    
    1,556
    
    
    
    3,614
    
    
    
    (2,058
    )Total revenues
    
    
    3,205
    
    
    
    127,066
    
    
    
    (123,861
    )
    
    
    4,105
    
    
    
    270,276
    
    
    
    (266,171
    )Costs and expensesCost of sales of real estate
    
    
    1,758
    
    
    
    171,594
    
    
    
    (169,836
    )
    
    
    1,786
    
    
    
    284,502
    
    
    
    (282,716
    )Selling, general and administrative expenses
    
    
    12,439
    
    
    
    33,017
    
    
    
    (20,578
    )
    
    
    24,514
    
    
    
    65,331
    
    
    
    (40,817
    )Interest expense
    
    
    2,146
    
    
    
    
    
    
    
    2,146
    
    
    
    4,865
    
    
    
    
    
    
    
    4,865Other expenses
    
    
    
    
    
    
    413
    
    
    
    (413
    )
    
    
    
    
    
    
    895
    
    
    
    (895
    )Total costs and expenses
    
    
    16,343
    
    
    
    205,024
    
    
    
    (188,681
    )
    
    
    31,165
    
    
    
    350,728
    
    
    
    (319,563
    )Earnings from Bluegreen Corporation
    
    
    1,211
    
    
    
    1,357
    
    
    
    (146
    )
    
    
    1,737
    
    
    
    3,101
    
    
    
    (1,364
    )Interest and other income
    
    
    1,946
    
    
    
    3,294
    
    
    
    (1,348
    )
    
    
    3,545
    
    
    
    5,634
    
    
    
    (2,089
    )Loss from continuing operations
before income taxes
    
    
    (9,981
    )
    
    
    (73,307
    )
    
    
    63,326
    
    
    
    (21,778
    )
    
    
    (71,717
    )
    
    
    49,939Benefit for income taxes
    
    
    
    
    
    
    15,112
    
    
    
    (15,112
    )
    
    
    
    
    
    
    14,501
    
    
    
    (14,501
    )Loss from continuing operations
    
    
    (9,981
    )
    
    
    (58,195
    )
    
    
    48,214
    
    
    
    (21,778
    )
    
    
    (57,216
    )
    
    
    35,438Discontinued operations:Income from discontinued operations, net of
tax
    
    
    1,039
    
    
    
    108
    
    
    
    931
    
    
    
    2,405
    
    
    
    105
    
    
    
    2,300Net loss
    $
    
    (8,942
    )
    
    
    (58,087
    )
    
    
    49,145
    
    
    
    (19,373
    )
    
    
    (57,111
    )
    
    
    37,738
 For the Three Months Ended June 30, 2008 Compared to the Same 2007 Period:
  73




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##### Table of Contents



Real Estate Development
(Woodbridge)
        74




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##### Table of Contents



Real Estate Development
(Woodbridge)
     For the Six Months Ended June 30, 2008 Compared to the Same 2007 Period:
     75




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##### Table of Contents



Real Estate Development
(Woodbridge)
        76




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##### Table of Contents



Real Estate Development
(Woodbridge)
 LAND DIVISION RESULTS OF OPERATIONS
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change(Dollars in thousands)
    
    ( U n a u d i t e d )
    
    ( U n a u d i t e d )RevenuesSales of real estate
    $
    
    1,711
    
    
    
    1,917
    
    
    
    (206
    )
    
    
    1,865
    
    
    
    2,694
    
    
    
    (829
    )Other revenues
    
    
    559
    
    
    
    866
    
    
    
    (307
    )
    
    
    1,046
    
    
    
    1,783
    
    
    
    (737
    )Total revenues
    
    
    2,270
    
    
    
    2,783
    
    
    
    (513
    )
    
    
    2,911
    
    
    
    4,477
    
    
    
    (1,566
    )Costs and expensesCost of sales of real estate
    
    
    1,145
    
    
    
    483
    
    
    
    662
    
    
    
    1,173
    
    
    
    555
    
    
    
    618Selling, general and
administrative expenses
    
    
    4,807
    
    
    
    3,496
    
    
    
    1,311
    
    
    
    9,786
    
    
    
    7,269
    
    
    
    2,517Interest expense
    
    
    485
    
    
    
    807
    
    
    
    (322
    )
    
    
    1,173
    
    
    
    1,022
    
    
    
    151Total costs and expenses
    
    
    6,437
    
    
    
    4,786
    
    
    
    1,651
    
    
    
    12,132
    
    
    
    8,846
    
    
    
    3,286Interest and other income
    
    
    657
    
    
    
    1,115
    
    
    
    (458
    )
    
    
    1,556
    
    
    
    2,060
    
    
    
    (504
    )Loss from continuing operations
before income taxes
    
    
    (3,510
    )
    
    
    (888
    )
    
    
    (2,622
    )
    
    
    (7,665
    )
    
    
    (2,309
    )
    
    
    (5,356
    )Benefit for income taxes
    
    
    
    
    
    
    407
    
    
    
    (407
    )
    
    
    
    
    
    
    973
    
    
    
    (973
    )Loss from continuing operations
    
    
    (3,510
    )
    
    
    (481
    )
    
    
    (3,029
    )
    
    
    (7,665
    )
    
    
    (1,336
    )
    
    
    (6,329
    )Discontinued operations:Income from discontinued
operations, net of tax
    
    
    1,039
    
    
    
    108
    
    
    
    931
    
    
    
    2,405
    
    
    
    105
    
    
    
    2,300Net loss
    $
    
    (2,471
    )
    
    
    (373
    )
    
    
    (2,098
    )
    
    
    (5,260
    )
    
    
    (1,231
    )
    
    
    (4,029
    )Acres sold
    
    
    3
    
    
    
    1
    
    
    
    2
    
    
    
    3
    
    
    
    1
    
    
    
    2Margin percentage (a)
    
    
    33.1
    %
    
    
    74.8
    %
    
    
    (41.7
    )%
    
    
    37.1
    %
    
    
    79.4
    %
    
    
    (42.3
    )%Unsold saleable acres (b)
    
    
    6,676
    
    
    
    6,870
    
    
    
    (194
    )
    
    
    6,676
    
    
    
    6,870
    
    
    
    (194
    )Acres subject to sales contracts
 third parties
    
    
    326
    
    
    
    98
    
    
    
    228
    
    
    
    326
    
    
    
    98
    
    
    
    228Aggregate sales price of acres
subject to
sales contracts to third parties
    $
    
    96,164
    
    
    
    29,013
    
    
    
    67,151
    
    
    
    96,164
    
    
    
    29,013
    
    
    
    67,151
 
 (a)
    
    Sales of real estate and margin percentage include lot sales, revenues from look back provisions and
recognition of deferred revenue associated with sales in prior periods.(b)
    
    Includes approximately 56 acres related to assets held for sale as of June 30, 2008.  77




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##### Table of Contents



Real Estate Development
(Woodbridge)
   For the Three Months Ended June 30, 2008 Compared to the Same 2007 Period:
       78




---



##### Table of Contents



Real Estate Development
(Woodbridge)
  For the Six Months Ended June 30, 2008 Compared to the Same 2007 Period:
       79




---



##### Table of Contents



Real Estate Development
(Woodbridge)
  OTHER OPERATIONS RESULTS OF OPERATIONS
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change(In thousands)
    
    ( U n a u d i t e d )
    
    ( U n a u d i t e d )RevenuesSales of real estate
    $
    
    635
    
    
    
    
    
    
    
    635
    
    
    
    635
    
    
    
    6,574
    
    
    
    (5,939
    )Other revenues
    
    
    251
    
    
    
    142
    
    
    
    109
    
    
    
    510
    
    
    
    435
    
    
    
    75Total revenues
    
    
    886
    
    
    
    142
    
    
    
    744
    
    
    
    1,145
    
    
    
    7,009
    
    
    
    (5,864
    )Costs and expensesCost of sales of real estate
    
    
    587
    
    
    
    1,018
    
    
    
    (431
    )
    
    
    587
    
    
    
    6,519
    
    
    
    (5,932
    )Selling, general and
administrative expenses
    
    
    7,651
    
    
    
    6,928
    
    
    
    723
    
    
    
    14,747
    
    
    
    15,164
    
    
    
    (417
    )Interest expense
    
    
    2,104
    
    
    
    
    
    
    
    2,104
    
    
    
    4,777
    
    
    
    
    
    
    
    4,777Total costs and expenses
    
    
    10,342
    
    
    
    7,946
    
    
    
    2,396
    
    
    
    20,111
    
    
    
    21,683
    
    
    
    (1,572
    )Earnings from Bluegreen Corporation
    
    
    1,211
    
    
    
    1,357
    
    
    
    (146
    )
    
    
    1,737
    
    
    
    3,101
    
    
    
    (1,364
    )Interest and other income
    
    
    1,732
    
    
    
    403
    
    
    
    1,329
    
    
    
    3,074
    
    
    
    648
    
    
    
    2,426Loss before income taxes
    
    
    (6,513
    )
    
    
    (6,044
    )
    
    
    (469
    )
    
    
    (14,155
    )
    
    
    (10,925
    )
    
    
    (3,230
    )Benefit for income taxes
    
    
    
    
    
    
    1,042
    
    
    
    (1,042
    )
    
    
    
    
    
    
    2,906
    
    
    
    (2,906
    )Net loss
    $
    
    (6,513
    )
    
    
    (5,002
    )
    
    
    (1,511
    )
    
    
    (14,155
    )
    
    
    (8,019
    )
    
    
    (6,136
    )
  For the Three Months Ended June 30, 2008 Compared to the Same 2007 Period:
    80




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Real Estate Development
(Woodbridge)
     For the Six Months Ended June 30, 2008 Compared to the Same 2007 Period:
     81




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##### Table of Contents



Real Estate Development
(Woodbridge)
   PRIMARY HOMEBUILDING SEGMENT RESULTS OF OPERATIONS
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change(Dollars in thousands)
    
    ( U n a u d i t e d )
    
    ( U n a u d i t e d )RevenuesSales of real estate
    $
    
    
    
    
    
    114,805
    
    
    
    (114,805
    )
    
    
    
    
    
    
    227,317
    
    
    
    (227,317
    )Other revenues
    
    
    
    
    
    
    877
    
    
    
    (877
    )
    
    
    
    
    
    
    1,599
    
    
    
    (1,599
    )Total revenues
    
    
    
    
    
    
    115,682
    
    
    
    (115,682
    )
    
    
    
    
    
    
    228,916
    
    
    
    (228,916
    )Costs and expensesCost of sales of real estate
    
    
    
    
    
    
    162,323
    
    
    
    (162,323
    )
    
    
    
    
    
    
    249,275
    
    
    
    (249,275
    )Selling, general and
administrative expenses
    
    
    
    
    
    
    20,675
    
    
    
    (20,675
    )
    
    
    
    
    
    
    39,096
    
    
    
    (39,096
    )Other expenses
    
    
    
    
    
    
    413
    
    
    
    (413
    )
    
    
    
    
    
    
    895
    
    
    
    (895
    )Total costs and expenses
    
    
    
    
    
    
    183,411
    
    
    
    (183,411
    )
    
    
    
    
    
    
    289,266
    
    
    
    (289,266
    )Interest and other income
    
    
    
    
    
    
    2,560
    
    
    
    (2,560
    )
    
    
    
    
    
    
    4,201
    
    
    
    (4,201
    )Loss before income taxes
    
    
    
    
    
    
    (65,169
    )
    
    
    65,169
    
    
    
    
    
    
    
    (56,149
    )
    
    
    56,149Benefit for income taxes
    
    
    
    
    
    
    13,353
    
    
    
    (13,353
    )
    
    
    
    
    
    
    9,814
    
    
    
    (9,814
    )Net loss
    $
    
    
    
    
    
    (51,816
    )
    
    
    51,816
    
    
    
    
    
    
    
    (46,335
    )
    
    
    46,335Homes delivered (units)
    
    
    
    
    
    
    335
    
    
    
    (335
    )
    
    
    
    
    
    
    650
    
    
    
    (650
    )Construction starts (units)
    
    
    
    
    
    
    175
    
    
    
    (175
    )
    
    
    
    
    
    
    377
    
    
    
    (377
    )Average selling price of
homes delivered
    $
    
    
    
    
    
    343
    
    
    
    (343
    )
    
    
    
    
    
    
    350
    
    
    
    (350
    )Margin percentage
    
    
    
    
    
    
    (41.4
    )%
    
    
    41.4
    %
    
    
    
    
    
    
    (9.7
    )%
    
    
    9.7
    %Gross orders (units)
    
    
    
    
    
    
    399
    
    
    
    (399
    )
    
    
    
    
    
    
    594
    
    
    
    (594
    )Gross orders (value)
    $
    
    
    
    
    
    106,134
    
    
    
    (106,134
    )
    
    
    
    
    
    
    172,650
    
    
    
    (172,650
    )Cancellations (units)
    
    
    
    
    
    
    156
    
    
    
    (156
    )
    
    
    
    
    
    
    250
    
    
    
    (250
    )Net orders (units)
    
    
    
    
    
    
    243
    
    
    
    (243
    )
    
    
    
    
    
    
    344
    
    
    
    (344
    )Backlog of homes (units)
    
    
    
    
    
    
    820
    
    
    
    (820
    )
    
    
    
    
    
    
    820
    
    
    
    (820
    )Backlog of homes (value)
    $
    
    
    
    
    
    270,907
    
    
    
    (270,907
    )
    
    
    
    
    
    
    270,907
    
    
    
    (270,907
    )
   82




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Real Estate Development
(Woodbridge)
  TENNESSEE HOMEBUILDING SEGMENT RESULTS OF OPERATIONS
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change(Dollars in thousands)
    
    ( U n a u d i t e d )
    
    ( U n a u d i t e d )RevenuesSales of real estate
    $
    
    
    
    
    
    8,848
    
    
    
    (8,848
    )
    
    
    
    
    
    
    30,505
    
    
    
    (30,505
    )Total revenues
    
    
    
    
    
    
    8,848
    
    
    
    (8,848
    )
    
    
    
    
    
    
    30,505
    
    
    
    (30,505
    )Costs and expensesCost of sales of real estate
    
    
    
    
    
    
    8,683
    
    
    
    (8,683
    )
    
    
    
    
    
    
    29,334
    
    
    
    (29,334
    )Selling, general and
administrative expenses
    
    
    
    
    
    
    1,980
    
    
    
    (1,980
    )
    
    
    
    
    
    
    3,864
    
    
    
    (3,864
    )Total costs and expenses
    
    
    
    
    
    
    10,663
    
    
    
    (10,663
    )
    
    
    
    
    
    
    33,198
    
    
    
    (33,198
    )Interest and other income
    
    
    
    
    
    
    23
    
    
    
    (23
    )
    
    
    
    
    
    
    52
    
    
    
    (52
    )Loss before income taxes
    
    
    
    
    
    
    (1,792
    )
    
    
    1,792
    
    
    
    
    
    
    
    (2,641
    )
    
    
    2,641Benefit for income taxes
    
    
    
    
    
    
    596
    
    
    
    (596
    )
    
    
    
    
    
    
    924
    
    
    
    (924
    )Net loss
    $
    
    
    
    
    
    (1,196
    )
    
    
    1,196
    
    
    
    
    
    
    
    (1,717
    )
    
    
    1,717Homes delivered (units)
    
    
    
    
    
    
    44
    
    
    
    (44
    )
    
    
    
    
    
    
    91
    
    
    
    (91
    )Construction starts (units)
    
    
    
    
    
    
    60
    
    
    
    (60
    )
    
    
    
    
    
    
    112
    
    
    
    (112
    )Average selling price of
homes delivered
    $
    
    
    
    
    
    201
    
    
    
    (201
    )
    
    
    
    
    
    
    214
    
    
    
    (214
    )Margin percentage
    
    
    
    
    
    
    1.9
    %
    
    
    (1.9
    )%
    
    
    
    
    
    
    6.0
    %
    
    
    (6.0
    )%Gross orders (units)
    
    
    
    
    
    
    79
    
    
    
    (79
    )
    
    
    
    
    
    
    169
    
    
    
    (169
    )Gross orders (value)
    $
    
    
    
    
    
    16,291
    
    
    
    (16,291
    )
    
    
    
    
    
    
    36,634
    
    
    
    (36,634
    )Cancellations (units)
    
    
    
    
    
    
    31
    
    
    
    (31
    )
    
    
    
    
    
    
    63
    
    
    
    (63
    )Net orders (units)
    
    
    
    
    
    
    48
    
    
    
    (48
    )
    
    
    
    
    
    
    106
    
    
    
    (106
    )Backlog of homes (units)
    
    
    
    
    
    
    137
    
    
    
    (137
    )
    
    
    
    
    
    
    137
    
    
    
    (137
    )Backlog of homes (value)
    $
    
    
    
    
    
    26,925
    
    
    
    (26,925
    )
    
    
    
    
    
    
    26,925
    
    
    
    (26,925
    )
  83




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Real Estate Development
(Woodbridge)
 FINANCIAL CONDITION
 June 30, 2008 compared to December 31, 2007
  
    
    a net decrease in cash and cash equivalents of $69.9 million, which resulted from
cash used in operations of $39.8 million, cash used in investing activities of $14.6
million and cash used in financing activities of $15.5 million;
    
    a net increase of the investment in other equity securities of $15.7 million as a
result of the acquisition (net of shares sold) of shares of equity securities; and
    
    a net increase in inventory of real estate of $14.9 million mainly due to the land
development activities of the Land Division.
  
    
    a net decrease in notes and mortgage notes payable of $16.9 million, primarily due
to curtailment payments made in connection with a development loan collateralized by
land in Tradition Hilton Head; and
    
    a net decrease in accounts payable and other accrued liabilities of approximately
$4.2 million mainly attributable to decreased severance and construction related
accruals.
 LIQUIDITY AND CAPITAL RESOURCES
    Woodbridge (Parent Company level)
  84




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##### Table of Contents



Real Estate Development
(Woodbridge)
     Core Communities
  85




---



##### Table of Contents



Real Estate Development
(Woodbridge)
     Off Balance Sheet Arrangements and Contractual Obligations
   86




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##### Table of Contents



Real Estate Development
(Woodbridge)
 Accounting
for Contingencies
 Accounting for Special
Assessments and Tax Increment Financing
  Payments due by periodLess than
    
    2 - 3
    
    4 - 5
    
    More thanCategory
    
    Total
    
    1 year
    
    Years
    
    Years
    
    5 yearsLong-term debt obligations (1) (2)
    $
    
    257,872
    
    
    
    26,806
    
    
    
    117,967
    
    
    
    3,848
    
    
    
    109,251Long-term debt obligations
associated with assets held for
sale
    
    
    80,693
    
    
    
    8,886
    
    
    
    68,645
    
    
    
    112
    
    
    
    3,050Operating lease obligations
    
    
    4,094
    
    
    
    1,245
    
    
    
    1,257
    
    
    
    424
    
    
    
    1,168Total obligations
    $
    
    342,659
    
    
    
    36,937
    
    
    
    187,869
    
    
    
    4,384
    
    
    
    113,469
 
 (1)
    
    Amounts exclude interest because terms of repayment are based on construction activity and
sales volume. In addition, a large portion of our debt is based on variable rates.(2)
    
    These amounts represent scheduled principal payments and some of those borrowings require
the repayment of specified amounts upon a sale of portions of the property collateralizing those
obligations, as well as curtailment repayments prior to scheduled maturity pursuant to
re-margining requirements. Accounting for Uncertainty in Income Taxes  an interpretation of FASB No. 109
   87




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Real Estate Development
(Woodbridge)
   88




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  BFC
    BankAtlantic Bancorp
  Woodbridge
  89




---



##### Table of Contents



90




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  91




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  If the market price of our Class A Common Stock or the market value of our publicly held shares is
below the continued listing requirements of NYSE Arca, our Class A Common Stock will be subject to
delisting from the exchange.
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Director
    
    For
    
    WithheldJohn E. Abdo
    
    
    164,625,651
    
    
    
    1,434,519Oscar Holzmann
    
    
    163,629,169
    
    
    
    2,431,001
  
 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 92




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##### Table of Contents



BFC FINANCIAL CORPORATIONDate:      August 11, 2008
    By:
    /s/  Alan B. LevanAlan B. Levan, Chief Executive OfficerDate:      August 11, 2008
    By:
    /s/  John K. GrelleJohn K. Grelle, Chief Financial OfficerDate:      August 11, 2008
    By:
    /s/  Maria R. SchekerMaria R. Scheker, Chief Accounting Officer