Bluegreen Vacations Holding Corp - Quarter Report: 2007 March (Form 10-Q)

 

 

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 March 31, 2007

o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

BFC Financial Corporation

(Exact name of registrant as specified in its Charter)

Florida		59-2022148
(State of Organization)		(IRS Employer Identification Number)

2100 West Cypress Creek Road Fort Lauderdale, Florida		33309
(Address of Principal Executive Office)		(Zip Code)

(954) 940-4900

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES þ      NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o      Accelerated filer þ      Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o      NO þ

Indicate the number of shares outstanding for each of the Registrant’s classes of common stock, as of May 8, 2007.

Class A Common Stock of $.01 par value, 28,756,088 shares outstanding
Class B Common Stock of $.01 par value, 7,090,653 shares outstanding

 

 

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BFC Financial Corporation and Subsidiaries
Index to Unaudited Consolidated Financial Statements

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Statements of Financial Condition as of March 31, 2007 and December 31, 2006 – Unaudited
Consolidated Statements of Operations for the Three Months Ended March 31, 2007 and 2006 – Unaudited
Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2007 and 2006 – Unaudited
Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2007 – Unaudited
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 – Unaudited
Notes to Unaudited Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1.A Risk Factors
Item 6. Exhibits
SIGNATURES
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-31.3 Section 302 Certification of CAO
EX-32.1 Section 906 Certification of CEO
EX-32.2 Section 906 Certification of CFO
EX-32.2 Section 906 Certification of CAO

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BFC Financial Corporation

		March 31,				December 31,
		2007				2006
ASSETS
Cash and cash equivalents		$	204,609			$	201,123
Securities available for sale (at fair value)			677,836				653,659
Investment securities (approximate fair value: $291,137 in 2007 and $229,546 in 2006)			293,560				227,208
Tax certificates net of allowance of $3,782 in 2007 and $3,699 in 2006			157,062				195,391
Federal Home Loan Bank stock, at cost which approximates fair value			69,503				80,217
Loans receivable, net of allowance for loan losses of $50,926 in 2007 and $44,173 in 2006			4,619,630				4,594,192
Loans held for sale			6,235				9,313
Real estate held for development and sale			863,453				847,492
Real estate owned			23,135				21,747
Investments in unconsolidated affiliates			123,230				124,521
Properties and equipment, net			317,369				298,513
Goodwill and other intangibles			76,937				77,324
Other assets			82,940				84,303
Discontinued operations assets held for sale			—				190,763
Total assets		$	7,515,499			$	7,605,766
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits
Non-interest bearing		$	1,031,628			$	995,920
Interest bearing			3,053,394				2,871,116
Total deposits			4,085,022				3,867,036
Customer deposits on real estate held for sale			32,358				42,696
Advances from FHLB			1,297,055				1,517,058
Short term borrowings			119,513				128,411
Subordinated debentures, notes and bonds payable			616,411				560,624
Junior subordinated debentures			348,318				348,318
Deferred tax liabilities, net			5,943				10,646
Other liabilities			144,314				159,823
Discontinued operations liabilities held for sale			—				95,246
Total liabilities			6,648,934				6,729,858
Noncontrolling interest			689,758				698,323
Commitments and contingencies
Shareholders’ equity:
Preferred stock of $.01 par value; authorized 10,000,000 shares; 5% Cumulative Convertible Preferred Stock (“5% Preferred Stock”) issued and outstanding 15,000 shares in 2007 and 2006			—				—
Class A common stock of $.01 par value, authorized 70,000,000 shares; issued and outstanding 28,755,904 in 2007 and 28,755,882 in 2006			266				266
Class B common stock of $.01 par value, authorized 20,000,000 shares; issued and outstanding 7,090,652 in 2007 and 7,090,652 in 2006			69				69
Additional paid-in capital			93,934				93,910
Retained earnings			81,295				81,889
Total shareholders’ equity before accumulated other comprehensive income			175,564				176,134
Accumulated other comprehensive income			1,243				1,451
Total shareholders’ equity			176,807				177,585
Total liabilities and shareholders’ equity		$	7,515,499			$	7,605,766

See accompanying notes to unaudited consolidated financial statements.

BFC Financial Corporation

		For the Three Months Ended
		March 31,
		2007				2006
						(As adjusted)
Revenues
BFC Activities:
Interest and dividend income		$	499			$	560
Other income			951				443
			1,450				1,003
Financial Services:
Interest and dividend income			93,540				87,873
Service charges on deposits			24,595				19,099
Other service charges and fees			7,033				6,222
Other income			3,939				4,122
			129,107				117,316
Homebuilding & Real Estate Development:
Sales of real estate			141,742				125,543
Interest and dividend income			553				643
Other income			4,117				2,056
			146,412				128,242
Total revenues			276,969				246,561
Costs and Expenses
BFC Activities:
Interest expense			12				12
Employee compensation and benefits			2,744				2,437
Other expenses			661				721
			3,417				3,170
Financial Services:
Interest expense, net of interest capitalized			46,218				37,200
Provision of loan losses			7,461				163
Employee compensation and benefits			41,090				35,836
Occupancy and equipment			15,944				12,614
Advertising and promotion			5,858				8,618
Other expenses			16,208				12,444
			132,779				106,875
Homebuilding & Real Estate Development:
Cost of sales of real estate			112,908				102,055
Selling, general and administrative expenses			32,645				26,453
Other expenses			482				626
			146,035				129,134
Total costs and expenses			282,231				239,179
Equity in earnings from unconsolidated affiliates			2,893				771
(Loss) income from continuing operations before income taxes and noncontrolling interest			(2,369	)			8,153
(Benefit) provision for income taxes			(102	)			2,514
Noncontrolling interest (loss) income			(687	)			5,729
(Loss) from continuing operations			(1,580	)			(90	)
Discontinued operations, less income tax benefit of $3,405 in 2007 and $1,722 in 2006 and noncontrolling interest income (loss) of $6,206 in 2007 and $(1,225) in 2006			1,053				(209	)
Net (loss)			(527	)			(299	)
5% Preferred Stock dividends			(188	)			(188	)
Net (loss) allocable to common stock		$	(715	)		$	(487	)

(Continued)     

See accompanying notes to unaudited consolidated financial statements.

BFC Financial Corporation
Consolidated Statements of Operations — Unaudited
(In thousands, except per share data)

		For the Three Months Ended
		March 31,
		2007				2006
(Loss) earnings per common share:
Basic (loss) per share from continuing operations		$	(0.05	)		$	(0.01	)
Basic earnings per share from discontinued operations			0.03				—
Basic (loss) per share		$	(0.02	)		$	(0.01	)
Diluted (loss) per share from continuing operations		$	(0.05	)		$	(0.01	)
Diluted earnings (loss) per share from discontinued operations			0.03				(0.01	)
Diluted (loss) per share		$	(0.02	)		$	(0.02	)
Basic weighted average number of common shares outstanding			33,444				32,692
Diluted weighted average number of common and common equivalent shares outstanding			33,444				32,692

See accompanying notes to unaudited consolidated financial statements.

BFC Financial Corporation

		For the Three Months Ended
		March 31,
		2007				2006
Net (loss)		$	(527	)		$	(299	)
Other comprehensive income (loss), net of tax:
Unrealized gains on securities available for sale,			36				347
Unrealized (losses) gains associated with investment in unconsolidated affiliates			(4	)			27
Reclassification adjustments for net gain included in net income			(240	)			(207	)
			(208	)			167
Comprehensive (loss)		$	(735	)		$	(132	)

The components of other comprehensive (loss) income relate to the Company’s net unrealized gains (losses) on securities available for sale and the Company’s proportionate shares of net unrealized gains on securities available for sale, net of income tax provision of $22 in 2007 and $218 in 2006; unrealized gains associated with investments in unconsolidated real estate affiliates, net of income tax provision (benefit) of $(2) in 2007 and $17 in 2006 and reclassification adjustments from net gain included in net income, net of income tax benefit of $(148) in 2007 and $(129) in 2006.

See accompanying notes to unaudited consolidated financial statements.

BFC Financial Corporation

																		Accumulated
																		Other
																		Compre-
		Class A				Class B				Additional								hensive
		Common				Common				Paid-in				Retained				Income
		Stock				Stock				Capital				Earnings				(Loss)				Total
Balance, December 31, 2006		$	266			$	69			$	93,910			$	81,889			$	1,451			$	177,585
Cumulative effect adjustment upon adoption of FASB Interpretation No. 48			—				—				—				121				—				121
Net (loss)			—				—				—				(527	)			—				(527	)
Other comprehensive (loss), net of taxes			—				—				—				—				(208	)			(208	)
Net effect of subsidiaries’ capital transactions, net of taxes			—				—				(234	)			—				—				(234	)
Cash dividends on 5% Preferred Stock			—				—				—				(188	)			—				(188	)
Share-based compensation related to stock options and restricted stock			—				—				258				—				—				258
Balance, March 31, 2007		$	266			$	69			$	93,934			$	81,295			$	1,243			$	176,807

See accompanying notes to unaudited consolidated financial statements.

BFC Financial Corporation

		For the Three Months Ended
		March 31,
		2007				2006
Operating activities:
Net cash used in operating activities		$	(27,069	)		$	(119,956	)
Investing activities:
Proceeds from redemption and maturities of investment securities and tax certificates			47,633				42,124
Purchase of investment securities and tax certificates			(12,166	)			(20,054	)
Purchase of securities available for sale			(45,275	)			(23,983	)
Proceeds from sales and maturities of securities available for sale			64,631				29,001
Purchases of FHLB stock			(450	)			(2,250	)
Redemption of FHLB stock			11,164				11,381
Investments in and advances to unconsolidated subsidiaries and real estate joint venture			(2,624	)			(5,483	)
Distributions from unconsolidated affiliates			5,533				4,720
Net repayments (purchases and originations) of loans			(36,678	)			103,209
Additions to the sales of real estate owned			(1,407	)			—
Proceeds from sales of real estate owned			106				965
Additions to property and equipment			(26,677	)			(23,149	)
Proceeds from sales of property and equipment			1,056				—
Net proceeds from the sale of Ryan Beck Holdings, Inc.			2,628				—
Net cash provided by investing activities			7,474				116,481
Financing activities:
Net increase in deposits			217,986				208,090
Repayments of FHLB advances			(925,000	)			(477,570	)
Proceeds from FHLB advances			705,000				280,000
Net decrease in securities sold under agreements to repurchase			(23,623	)			(70,997	)
Net increase (decrease) in federal funds purchased			14,725				(21,591	)
Repayments of secured borrowings			—				(26,516	)
Repayment of notes and bonds payable			(61,621	)			(70,832	)
Proceeds from notes and bonds payable			117,407				141,660
BankAtlantic Bancorp excess tax benefits from share-based compensation			963				2,980
Payments for debt issuance costs			(804	)			—
Payments for offering costs			(112	)			—
Payment by BFC of the minimum witholding tax upon exercise of stock option			—				(4,155	)
5% Preferred Stock dividends paid			(188	)			(188	)
Payment by BankAtlantic Bancorp of the minimum withholding tax upon exercise of stock options			—				(2,675	)
Proceeds from issuance of BankAtlantic Bancorp Class A common stock			698				473
Purchase and retirement of BankAtlantic Bancorp subsidiary common stock			(17,095	)			—
BankAtlantic Bancorp cash dividends paid to non-BFC shareholders			(1,916	)			(1,832	)
Levitt cash dividends paid to non-BFC shareholders			(330	)			(332	)
Net cash provided by (used in) financing activities			26,090				(43,485	)
Increase (decrease) in cash and cash equivalents			6,495				(46,960	)
Cash and cash equivalents at beginning of period			201,123				305,437
Cash and cash equivalents in discontinued operations assets held for sale at the beginning of the period			3,285				—
Cash and cash equivalents in discontinued operations assets held for sale at the disposal date			(6,294	)			—
Cash and cash equivalents at end of period		$	204,609			$	258,477

(Continued)

See accompanying notes to unaudited consolidated financial statements.

BFC Financial Corporation
Consolidated Statements of Cash Flows — Unaudited
(In thousands)

		For the Three Months Ended
		March 31,
		2007				2006
Supplemental cash flow information:
Interest on borrowings and deposits, net of amounts capitalized		$	47,188			$	39,313
Income taxes paid			4,161				32,074
Supplementary disclosure of non-cash investing and financing activities:
Decrease in real estate inventory to property and equipment			93				6,554
(Decrease) increase in accumulated other comprehensive income, net of taxes			(208	)			167
Net decrease in shareholders’ equity from the effect of subsidiaries’ capital transactions, net of income taxes			(234	)			(454	)
Issuance and retirement of BFC Common Stock accepted as consideration for the exercise price of stock options			—				4,155
Effect of FASB Interpretation No. 48			121				—

See accompanying notes to unaudited consolidated financial statements.

BFC Financial Corporation

Notes to Unaudited Consolidated Financial Statements

1. Presentation of Interim Financial Statements and Significant Accounting Policies

          BFC Financial Corporation (“BFC or the “Company”) (NYSE Arca: BFF) is a diversified holding company that invests in and acquires private and public companies in different industries. BFC is typically a long-term, “buy and hold” investor whose direct and indirect, diverse ownership interests span a variety of business sectors, including consumer and commercial banking; homebuilding; development of master-planned communities; the hospitality and leisure sector through the development, marketing and sales of vacation resorts on a time-share, vacation club model; the restaurant and family dining business, and real estate investment banking and investment services. BFC’s current major holdings include BankAtlantic Bancorp, Inc. (“BankAtlantic Bancorp”) (NYSE: BBX) and its subsidiary, BankAtlantic, BankAtlantic Bancorp’s 16% ownership in Stifel Financial Corp. (NYSE: SF); Levitt Corporation (“Levitt”) (NYSE: LEV), which includes its subsidiaries Levitt and Sons, LLC™ (“Levitt and Sons”) and Core Communities, LLC (“Core Communities”); Levitt Corporation’s 31% ownership in Bluegreen Corporation (“Bluegreen”) (NYSE:BXG); a minority interest in the national restaurant chain, Benihana, Inc. (Nasdaq: BNHN) and Cypress Creek Capital, Inc. (“CCC”), a wholly-owned subsidiary of BFC. Although BFC’s current holdings primarily consist of minority positions, its more recent strategy is to focus on investments with an 80-100% ownership potential. As a result of the Company’s position as the controlling shareholder of BankAtlantic Bancorp, BFC is a “unitary savings bank holding company” regulated by the Office of Thrift Supervision.

          BankAtlantic Bancorp is a Florida-based diversified financial services holding company that offers a wide range of banking products and services through its wholly-owned subsidiary, BankAtlantic. On February 28, 2007, BankAtlantic Bancorp completed the sale to Stifel Financial Corp. of Ryan Beck Holdings, Inc. (“Ryan Beck”), a subsidiary engaged in retail and institutional brokerage and investment banking. As a consequence, the results of operations of Ryan Beck are presented as “Discontinued Operations” in the Consolidated Statement of Operations for all periods presented. The financial information of Ryan Beck is included in the Consolidated Statement of Financial Condition as of December 31, 2006, and in the Consolidated Statement of Stockholders’ Equity and Comprehensive Income and the Consolidated Statement of Cash Flows for all periods presented.

          BankAtlantic, a federal savings bank headquartered in Fort Lauderdale, Florida, provides traditional retail banking services and a wide range of commercial banking products and related financial services through a network of 93 branches or “stores” located in Florida.

          Levitt primarily develops single-family, multi-family and townhome communities through Levitt and Sons and master-planned communities through Core Communities. Levitt also owns approximately 31% of the outstanding common stock of Bluegreen, a company engaged in the acquisition, development, marketing and sale of vacation ownership interests in primarily “drive-to” resorts, as well as residential homesites generally located around golf courses and other amenities. Levitt’s homebuilding division operates primarily in Florida, but has in recent years commenced operations in Georgia, Tennessee and South Carolina while its land division operates primarily in Florida and South Carolina.

          As a holding company with controlling positions in BankAtlantic Bancorp and Levitt, generally accepted accounting principles (GAAP) require BFC to consolidate the financial results of these companies. As a consequence, the assets and liabilities of both entities are presented on a consolidated basis in BFC’s financial statements. However, except as otherwise noted, the debts and obligations of BankAtlantic Bancorp and Levitt are not direct obligations of BFC and are non-recourse to BFC. Similarly, the assets of those entities are not available to BFC absent a dividend or distribution. The recognition by BFC of income from controlled entities is determined based on the percentage of its economic ownership in those entities. As shown below, BFC’s economic ownership in BankAtlantic Bancorp and Levitt is 22.07% and 16.61%, respectively, which results in BFC recognizing 22.07% and 16.61% of BankAtlantic Bancorp’s and Levitt’s net income or loss, respectively. The portion of income or loss in those subsidiaries not attributable to our economic ownership interests is classified in our financial statements as “noncontrolling interest” and is subtracted from income before income taxes to arrive at consolidated net income in our financial statements.

          BFC’s ownership in BankAtlantic Bancorp and Levitt as of March 31, 2007 was as follows:

										Percent
		Shares				Percent of				of
		Owned				Ownership				Vote
BankAtlantic Bancorp
Class A Common Stock			8,329,236				15.16	%			8.03	%
Class B Common Stock			4,876,124				100.00	%			47.00	%
Total			13,205,360				22.07	%			55.03	%
Levitt
Class A Common Stock			2,074,243				11.15	%			5.91	%
Class B Common Stock			1,219,031				100.00	%			47.00	%
Total			3,293,274				16.61	%			52.91	%

          The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In management’s opinion, the accompanying consolidated financial statements contain such adjustments as are necessary for a fair presentation of the Company’s consolidated financial condition at March 31, 2007 and December 31, 2006, the consolidated results of operations for the three months ended March 31, 2007 and 2006, comprehensive income (loss) for the three months ended March 31, 2007 and 2006, changes in consolidated stockholders’ equity for the three months ended March 31, 2007 and cash flows for the three months ended March 31, 2007 and 2006. Operating results for the three month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2006. All significant inter-company balances and transactions have been eliminated in consolidation.

          Certain amounts for prior periods have been reclassified to conform to the statement presentation for 2007.

          In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108, (“SAB 108”) which established an approach to quantify errors in financial statements. The Company applied the provisions of SAB 108 using the cumulative effect transition method in connection with the preparation of its financial statements for the year ended December 31, 2006. The impact of the application of SAB 108 on the Company’s Consolidated Statement of Operations for the three months ended March 31, 2006 was to adjust Financial Services costs and expenses from $106.5 million as originally reported to $106.9 million as adjusted. For further discussion on the implementation of SAB 108, see notes to the consolidated financial statements appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

2. Segment Reporting

          Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by the chief operating decision maker in assessing performance and deciding how to allocate resources. Reportable segments consist of one or more operating segments with similar economic characteristics, products and services, production processes, type of customer, distribution system and regulatory environment.

          The information provided for Segment Reporting is based on internal reports utilized by management. The presentation and allocation of assets and results of operations may not reflect the actual economic costs of the

segments as stand alone businesses. If a different basis of allocation were utilized, the relative contributions of the segments might differ but the relative trends in segments would, in management’s view, likely not be impacted.

          The Company is currently organized into three reportable segments: BFC Activities; Financial Services; and Homebuilding & Real Estate Development.

          The following summarizes the aggregation of the Company’s operating segments into reportable segments:

BFC Activities

          This segment includes all of the operations and all of the assets owned by BFC other than BankAtlantic Bancorp and its subsidiaries and Levitt and its subsidiaries. This includes dividends from our investment in Benihana’s convertible preferred stock and other securities and investments, advisory fee income and operating expenses of CCC, interest income from loans receivable, income from the shared service arrangement with BankAtlantic Bancorp, Levitt and Bluegreen to provide shared service operations in the areas of human resources, risk management, investor relations and executive office administration. The BFC Activities segment also includes BFC’s overhead and interest expense, the financial results of venture partnerships that BFC controls and BFC’s provision for income taxes including the tax provision related to the Company’s interest in the earnings of BankAtlantic Bancorp and Levitt. BankAtlantic Bancorp and Levitt are consolidated in our financial statements, as described earlier. The Company’s earnings or losses in BankAtlantic Bancorp and Levitt are included in our Financial Services and Homebuilding & Real Estate Development segment, respectively.

Financial Services

          Our Financial Services segment includes BankAtlantic Bancorp and its subsidiaries’ operations, including the operations of BankAtlantic.

Homebuilding & Real Estate Development

          Our Homebuilding & Real Estate Development segment includes Levitt Corporation and its subsidiaries’ operations, including the operations of Levitt and Sons and Core Communities, as well as Levitt’s investment in Bluegreen.

          The accounting policies of the segments are generally the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. Inter-company transactions are eliminated for consolidated presentation. The Company evaluates segment performance based on income (loss) from continuing operations after tax and noncontrolling interest.

          The table below is segment information based on segment income (loss) from continuing operations, after tax and noncontrolling interest, for the three months ended March 31, 2007 and 2006 (in thousands):

										Homebuilding				Adjusting
		BFC				Financial				& Real Estate				and
2007		Activities				Services				Development				Eliminations				Total
Revenues:
Sales of real estate		$	—			$	—			$	141,742			$	—			$	141,742
Interest and dividend income			509				93,540				719				(176	)			94,592
Other income			1,627				35,606				4,117				(715	)			40,635
			2,136				129,146				146,578				(891	)			276,969
Costs and Expenses:
Cost of sale of real estate			—				—				112,908								112,908
Interest expense, net			12				46,394				—				(176	)			46,230
Provision for loan losses			—				7,461				—				—				7,461
Other expenses			3,466				79,493				33,388				(715	)			115,632
			3,478				133,348				146,296				(891	)			282,231
Equity in earnings from Unconsolidated affiliates			—				1,146				1,747				—				2,893
(Loss) income before income taxes and noncontrolling interest			(1,342	)			(3,056	)			2,029				—				(2,369	)
(Benefit) provision for income taxes			(29	)			(852	)			779				—				(102	)
(Loss) income before noncontrolling interest			(1,313	)			(2,204	)			1,250				—				(2,267	)
Noncontrolling interest			(3	)			(1,727	)			1,043				—				(687	)
(Loss) income from continuing operations		$	(1,310	)		$	(477	)		$	207			$	—			$	(1,580	)
At March 31, 2007
Total assets		$	43,984			$	6,380,176			$	1,121,192			$	(29,853	)		$	7,515,499

										Homebuilding				Adjusting
		BFC				Financial				& Real Estate				and
2006		Activities				Services				Development				Eliminations				Total
Revenues:
Sales of real estate		$	—			$	—			$	125,543			$	—			$	125,543
Interest and dividend income			570				87,873				785				(152	)			89,076
Other income			1,004				29,540				2,055				(657	)			31,942
			1,574				117,413				128,383				(809	)			246,561
Costs and Expenses:
Cost of sale of real estate			—				—				102,055				—				102,055
Interest expense, net			12				37,352				—				(152	)			37,212
Recovery for loan losses			—				163				—				—				163
Other expenses			3,277				69,748				27,381				(657	)			99,749
			3,289				107,263				129,436				(809	)			239,179
Equity in earnings (loss)from unconsolidated affiliates			—				820				(49	)			—				771
Income (loss) before income taxes and noncontrolling interest			(1,715	)			10,970				(1,102	)			—				8,153
Provision (benefit) for income taxes			8				2,948				(442	)			—				2,514
Income (loss) before noncontrolling interest			(1,723	)			8,022				(660	)			—				5,639
Noncontrolling interest			1				6,279				(551	)			—				5,729
Income (loss) from continuing operations		$	(1,724	)		$	1,743			$	(109	)		$	—			$	(90	)
At March 31, 2006
Total assets		$	48,595			$	6,358,115			$	952,567			$	(51,274	)		$	7,308,003

3. Discontinued Operations

          On February 28, 2007, Ryan Beck merged with Stifel. Under the terms of the merger, BankAtlantic Bancorp and employees of Ryan Beck who held options to acquire Ryan Beck common stock exchanged their entire interest in Ryan Beck common stock and options to acquire Ryan Beck common stock for an aggregate of 2,467,600 shares of Stifel common stock, cash of $2.7 million and subject to the discussion which follows, five-year warrants to purchase an aggregate of 500,000 shares of Stifel common stock at an exercise price of $36.00 per share (the “Warrants”). The issuance of the Warrants is subject to Stifel shareholder approval. If the Stifel shareholders do not approve the issuance of Warrants, then Stifel will pay an additional $20 million in cash in lieu of the Warrants. Of the total merger consideration, BankAtlantic Bancorp’s portion is 2,377,354 shares of Stifel common stock, cash of $2.6 million and Warrants to purchase an aggregate of 481,715 shares of Stifel common stock. Stifel has agreed to register the shares of Stifel common stock issuable in connection with the merger and to grant incidental “piggy-back” registration rights. BankAtlantic Bancorp has agreed that, other than in private transactions, it will not, without Stifel’s consent, sell more than one-third of the shares of Stifel common stock received by it within the year following the initial registration of such securities nor more than two-thirds of the shares of Stifel common stock received by it within the two-year period following the initial registration of such securities. As of March 31, 2007, BankAtlantic Bancorp owns approximately 16% of the issued and outstanding shares of Stifel common stock and does not have the ability to exercise significant influence over Stifel’s operations. As such, BankAtlantic Bancorp’s investment in Stifel common stock is accounted for under the cost method of accounting. Stifel common stock that can be sold within one year is accounted for as securities available for sale and Stifel common stock in which sale is restricted for more than one year is accounted for as investment securities at cost. Warrants are accounted for as derivatives. Included in the Company’s Consolidated Statement of Financial Condition as of March 31, 2007 under “securities available for sale” and “investment securities at cost” are $31.2 million and $63.6 million, respectively of Stifel common stock and included in financial instruments at fair value is $8.8 million of Warrants.

          The Stifel agreement also provides for contingent earn-out payments, payable in cash or shares of Stifel common stock, at Stifel’s election, based on (a) defined Ryan Beck private client revenues during the two-year period immediately following the merger up to a maximum of $40,000,000 and (b) defined Ryan Beck investment banking revenues equal to 25% of the amount that such revenues exceed $25,000,000 during each of the two twelve-month periods immediately following the consummation of the transaction. The contingent earn-out payments, if any, will be accounted for upon receipt as additional proceeds from the exchange of Ryan Beck common stock with a corresponding increase in BankAtlantic Bancorp’s investment in Stifel. BankAtlantic Bancorp has entered into separate agreements with each individual Ryan Beck option holder in order to allocate the contingent earn-out payments.

          The table below sets forth the gain on the sale of Ryan Beck included in the Consolidated Statement of Operations in “Discontinued operations” (in thousands):

Consideration received:
Stifel common stock and Warrants		$	107,445
Cash			2,628
Total consideration received			110,073
Net assets disposed:
Discontinued operations assets held for sale at disposal date			206,763
Discontinued operations liabilities held for sale at disposal date			(117,364	)
Net assets disposed			89,399
Transaction cost			2,543
Gain on disposal of Ryan Beck before income taxes			18,131
Provision for income taxes			3,026
Noncontrolling interest			12,915
Net gain on sale of Ryan Beck, net of noncontrolling interest and income taxes		$	2,190

          The table below sets forth the loss from operations of Ryan Beck included in the Company’s Consolidated Statement of Operations in “Discontinued operations” (in thousands):

		For the Two Months				For the Three
		Ended February 28,				Months Ended
		2007				March 31, 2006
Investment banking revenue		$	37,836			$	58,800
Non-interest expenses
Employee compensation and benefits			27,532				44,355
Occupancy and equipment			2,984				3,871
Advertising and promotion			740				1,567
Merger related costs (1)			14,263				—
Other expenses:
Professional fees			1,106				1,951
Communications			2,255				3,954
Floor broker and clearing fees			1,162				2,719
Interest expense			985				1,621
Other			1,086				1,918
Total non-interest expenses			52,113				61,956
(Loss) from Ryan Beck discontinued operations before noncontrolling interest and income taxes			(14,277	)			(3,156	)
Income tax benefit			(6,431	)			(1,722	)
Noncontrolling interest			(6,709	)			(1,225	)
(Loss) from Ryan Beck discontinued operations, net of noncontrolling interest and income taxes		$	(1,137	)		$	(209	)

          Merger related costs include $9.3 million of change in control payments, $3.5 million of one-time employee termination benefits and $1.5 million of share-based compensation.

4. One-time Termination Benefits

          During March 2007, BankAtlantic Bancorp reduced its workforce by approximately 225 associates, or 8% in order to reduce operating expenses with a view to increasing future operating efficiencies. The reduction in workforce impacted every operating segment of BankAtlantic Bancorp and was completed on March 27, 2007. Included in the Company’s Consolidated Statement of Operations were $2.6 million of costs associated with one-time termination benefits. These benefits include $0.3 million of share-based compensation. The following is a reconciliation of the beginning and ending balance of the employee termination benefit liability (in thousands):

		Employee
		Termination
		Benefits
Balance at December 31, 2006		$	—
Expense incurred			2,317
Amounts paid			(53	)
Balance at March 31, 2007		$	2,264

5. Accounting for Income Taxes

          On January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). The Company (without consideration of BankAtlantic Bancorp and Levitt) had no significant adjustment upon the adoption of this interpretation. The cumulative adjustments associated with the implementation of FIN 48 by BankAtlantic Bancorp and Levitt increased the Company’s retained earnings opening balance and decreased liabilities in the aggregate amount of $121,000 which represents the Company’s interest in BankAtlantic Bancorp and Levitt adjustments to their opening balance of retained earnings by $700,000 and $260,000, respectively. These cumulative-effect adjustments reflect the Company’s ownership interest in BankAtlantic Bancorp and Levitt and represent the difference between the net amount of assets, liabilities and noncontrolling interest recognized in the Statement of Financial Condition prior to the application of FIN 48 and the net amount of assets, liabilities and noncontrolling interest recognized as a result of applying the provisions of FIN 48.

          BFC and its wholly-owned subsidiaries file a consolidated U.S. federal income tax return. Subsidiaries in which the Company owns less than 80% of the outstanding common stock, including BankAtlantic Bancorp and Levitt, are not included in the Company’s consolidated U.S. federal income tax return and state income tax returns. The Company and its subsidiaries file separate state income tax returns for each state jurisdiction where such filing is required. The Company’s federal income tax returns for all years subsequent to the 2002 tax year are subject to examination. The Company is not currently under examination by any taxing authority.

          At the adoption date of FIN 48, BankAtlantic Bancorp had gross tax affected unrecognized tax benefits of $185,000 and as of March 31, 2007 BankAtlantic Bancorp’s unrecognized tax benefits were $207,000. The recognition of these tax benefits would not significantly affect BankAtlantic Bancorp’s effective tax rate.

          At the adoption date of FIN 48, Levitt had gross tax affected unrecognized tax benefits of $2.0 million of which $200,000, if recognized, would affect Levitt’s effective tax rate. There were no significant changes to these amounts during the quarter ended March 31, 2007. In the first quarter of 2007, the Internal Revenue Service (IRS) commenced an examination of Levitt’s U.S. income tax return for 2004 and the review is anticipated to be completed by the end of 2007. As of March 31, 2007, the IRS was in the planning stage of its examination and Levitt is unable to evaluate whether additional tax payments will be required to be made upon the completion of the examination.

          The Company, including BankAtlantic Bancorp and Levitt, recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company recognized approximately $200,000 and $170,000 associated with Levitt’s recognition for the payment of interest and penalties accrued at March 31, 2007 and December 31, 2006, respectively. BankAtlantic Bancorp had no interest or tax penalties accrued related to its unrecognized tax benefits at March 31, 2007 and December 31, 2006.

6. BankAtlantic Defined Pension Plan

          At December 31, 1998, BankAtlantic froze its defined benefit pension plan (“Plan”). All participants in the Plan ceased accruing service benefits beyond that date. BankAtlantic Bancorp is subject to future pension expense or income based on future actual plan returns and actuarial values of the Plan obligations to employees. Under the Plan, net periodic pension (benefit) expense incurred includes the following components (in thousands):

		For the Three Months
		Ended March 31,
		2007				2006
Service cost benefits earned during the period		$	—			$	—
Interest cost on projected benefit obligation			419				407
Expected return on plan assets			(598	)			(547	)
Amortization of unrecognized net gains and losses			136				237
Net periodic pension (benefit) expense		$	(43	)		$	97

          BankAtlantic did not contribute to the Plan during the three months ended March 31, 2007 and 2006. BankAtlantic is not required to contribute to the Plan for the year ending December 31, 2007.

7. Loans Receivable

          The loan portfolio consisted of the following (in thousands):

		March 31,				December 31,
		2007				2006
Real estate loans:
Residential (1-4 family)		$	2,198,648			$	2,158,506
Construction and development			822,096				859,556
Commercial			1,027,214				1,071,287
Small business			191,666				186,833
Other loans:
Home equity			582,754				562,318
Commercial business			159,403				157,109
Small business — non-mortgage			99,852				98,225
Consumer loans			17,451				17,406
Deposit overdrafts			6,949				8,440
Other loans			—				425
Total gross loans			5,106,033				5,120,105
Adjustments:
Undisbursed portion of loans in process			(437,235	)			(482,842	)
Premiums, discounts and net deferred fees			1,955				1,306
Deferred profit on commercial real estate loans			(197	)			(204	)
Allowance for loan losses			(50,926	)			(44,173	)
Loans receivable – net		$	4,619,630			$	4,594,192

Allowance for Loan Losses (in thousands):

		For the Three Months Ended
		March 31,
		2007				2006
Balance, beginning of period		$	44,173			$	41,830
Loans charged-off			(1,127	)			(366	)
Recoveries of loans previously charged-off			419				879
Net (charge-offs) recoveries			(708	)			513
Provision for loan losses			7,461				163
Balance, end of period		$	50,926			$	42,506

          The following summarizes impaired loans (in thousands):

		March 31, 2007								December 31, 2006
		Gross								Gross
		Recorded				Specific				Recorded				Specific
		Investment				Allowances				Investment				Allowances
Impaired loans with specific valuation allowances		$	12,957			$	5,856			$	325			$	162
Impaired loans without specific valuation allowances			20,577				—				10,319				—
Total		$	33,534			$	5,856			$	10,644			$	162

          Impaired loans without specific reserves at March 31, 2007 include $7.5 million of performing loans.

8. Benihana Convertible Preferred Stock Investment

          The Company owns 800,000 shares of Benihana Series B Convertible Preferred Stock (“Convertible Preferred Stock”). Based upon Benihana’s currently outstanding capital stock, the Convertible Preferred Stock if converted would represent approximately 26% of Benihana voting and 10% of Benihana economic interest. The Company’s investment in Benihana’s Convertible Preferred Stock is classified as investment securities and is carried at historical cost.

9. Real Estate Held for Development and Sale

          Real estate held for development and sale consisted of the following (in thousands):

		March 31,				December 31,
		2007				2006
Land and land development costs		$	590,833			$	579,256
Construction costs			174,219				180,005
Capitalized interest and other costs			97,161				88,231
Branch facilities			1,240				—
Total		$	863,453			$	847,492

          At March 31, 2007 and December 31, 2006, real estate held for development and sale was reduced by approximately $32.5 million and $33.3 million of impairment reserves, respectively. As a result of the downturn in

the homebuilding market, Levitt conducts an impairment review of its inventory of real estate inventory on a quarterly basis. Based on this review for the three months ended March 31, 2007 impairment charges of approximately $282,000 were recorded due to price reductions on certain bulk home sales that are expected to occur in the second quarter as well as to adjust the reserve for a land sale that occurred in April 2007 which reflected the final terms of the contract.

10. Investments in Unconsolidated Affiliates

          The Consolidated Statements of Financial Condition include the following amounts for investments in unconsolidated affiliates (in thousands):

		March 31,				December 31,
		2007				2006
Investment in Bluegreen Corporation		$	108,615			$	107,063
Investments in joint ventures			4,174				6,983
BankAtlantic Bancorp investments in statutory business trusts			7,910				7,910
Levitt investments in statutory business trusts			2,531				2,565
		$	123,230			$	124,521

          The Consolidated Statements of Operations include the following amounts for investments in unconsolidated affiliates (in thousands):

		For the Three Months Ended
		March 31,
		2007				2006
Equity in Bluegreen earnings (loss)		$	1,744			$	(49	)
Equity in joint ventures earnings — Levitt			3				—
Equity in joint ventures earnings — BBX			987				670
Equity in statutory trusts earnings			159				150
Income from unconsolidated affiliates		$	2,893			$	771

          At March 31, 2007, Levitt owned approximately 9.5 million shares of the common stock of Bluegreen Corporation representing approximately 31% of Bluegreen’s outstanding common stock. Levitt’s investment in Bluegreen is accounted for under the equity method.

          Bluegreen’s unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of income are as follows (in thousands):

Unaudited Condensed Consolidated Balance Sheets

		March 31,				December 31,
		2007				2006
Total assets		$	887,382			$	854,212
Total liabilities		$	511,739			$	486,487
Minority interest			16,336				14,702
Total shareholders’ equity			359,307				353,023
Total liabilities and shareholders’ equity		$	887,382			$	854,212

Unaudited Condensed Consolidated Statements of Income

		Three Months Ended
		March 31,				March 31,
		2007				2006
Revenues and other income		$	146,882			$	147,105
Cost and other expenses			136,646				139,528
Income before minority interest and provision for income taxes			10,236				7,577
Minority interest			1,634				1,022
Income before provision for income taxes			8,602				6,555
Provision for income taxes			(3,269	)			(2,524	)
Income before cumulative effect of change in accounting principle			5,333				4,031
Cumulative effect of change in accounting principle, net of tax			—				(4,494	)
Net income (loss)		$	5,333			$	(463	)

          Effective January 1, 2006, Bluegreen adopted Statement of Position 04-02 Accounting for Real Estate Time-Sharing Transactions (“SOP 04-02”) which resulted in a one-time, non-cash, cumulative effect of change in accounting principle charge of $4.5 million to Bluegreen for the three months ended March 31, 2006, and accordingly reduced the earnings in Bluegreen recorded by Levitt by approximately $1.4 million for the same period.

11. Other Debt

          On February 28, 2007, Core Communities of South Carolina, LLC a wholly owned subsidiary of Core Communities, LLC, in turn a wholly owned subsidiary of Levitt, entered into a $50.0 million revolving credit facility for construction financing for the development of the Tradition South Carolina master planned community. The facility is due and payable on February 28, 2009 and is subject to a one year extension upon compliance with

the conditions set forth in the agreement. The loan is collateralized by 1,829 gross acres of land and the related improvements and easements as well as assignments of rents and leases. A payment guarantee for the loan amount was provided by Core Communities, LLC. The loan accrues interest at the bank’s prime rate and is payable monthly. The loan documents include customary conditions to funding, collateral release and acceleration provisions and financial, affirmative and negative covenants.

          On March 21, 2007, Levitt and Sons, entered into a $100.0 million revolving working capital, land acquisition, development and residential construction borrowing base facility agreement. On March 21, 2007, Levitt and Sons borrowed $30.2 million under the facility and the proceeds were used to finance the intercompany sale of a 150 acre parcel in Tradition South Carolina acquired from Core Communities (by repaying outstanding acquisition indebtedness on the property owed to Core Communities) and to refinance a $15.0 million line of credit. The facility is collateralized by a mortgage on the 150 acre parcel in Tradition South Carolina and by a guarantee of Levitt. Levitt’s guarantee of the $15.0 million working capital component of the facility is secured by a pledge of Levitt’s membership interest in Levitt and Sons. The guarantee and the pledge of the membership interest can be released by payment in full of any amounts outstanding under the $15.0 million working capital component. The facility is due and payable on March 21, 2011 and may be extended for an additional year at the discretion of the financial institution at the anniversary date of the facility. Interest accrues under the facility at the Prime Rate and is payable monthly.

12. Noncontrolling Interest

          The following table summarizes the noncontrolling interests held by others in our subsidiaries (in thousands):

		March 31,				December 31,
		2007				2006
BankAtlantic Bancorp		$	401,319			$	411,396
Levitt			287,745				286,230
Joint Venture Partnerships			694				697
		$	689,758			$	698,323

13. Interest Expense

          The following table is a summary of the Company’s consolidated interest incurred and the amounts capitalized (in thousands):

		Three Months Ended
		March 31,
		2007				2006
Interest expense		$	59,236			$	45,721
Interest capitalized			(13,006	)			(8,509	)
Interest expense, net		$	46,230			$	37,212

          Interest incurred relating to land under development and construction is capitalized to real estate inventory during the active development period. Interest is capitalized as a component of inventory at the effective rates paid on borrowings during the pre-construction and planning stages and the periods that projects are under development. Capitalization of interest is discontinued if development ceases at a project. Capitalized interest is expensed as a component of cost of sales as related homes, land and units are sold. The following table is a summary of interest incurred relating to the Company’s Homebuilding & Real Estate Development segment and the amounts capitalized (in thousands):

		Three Months Ended
		March 31,
		2007				2006
Interest incurred		$	13,006				8,029
Interest capitalized to property and equipment			(450	)			—
Interest capitalized to inventory			(12,556	)			(8,029	)
Interest expense, net		$	—				—
Interest included in cost of sales		$	4,425				2,594

          For fixed assets under construction, interest associated with these assets is capitalized as incurred and will be relieved to expense through depreciation once the asset is put into use.

14. Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk

          Commitments and financial instruments with off-balance sheet risk were (in thousands):

		March 31,				December 31,
		2007				2006
BFC Activities
Guarantee agreements		$	34,322			$	34,396
Financial Services
Commitments to sell fixed rate residential loans			29,228				30,696
Commitments to sell variable rate residential loans			2,049				2,921
Commitments to purchase variable rate residential loans			34,587				12,000
Commitments to purchase commercial loans			20,000				57,525
Commitments to originate loans held for sale			27,089				26,346
Commitments to originate loans held to maturity			316,067				223,060
Commitments to extend credit, including the undisbursed portion of loans in process			1,082,757				890,036
Commitments to purchase branch facilities land			5,100				11,180
Standby letters of credit			55,138				67,831
Commercial lines of credit			91,474				86,992
Homebuilding & Real Estate Development
Levitt’s commitments to purchase properties for development			14,200				14,200

BFC Activities

          BFC entered into guarantee agreements in connection with the purchase of two shopping centers in South Florida by two separate limited liability companies in which a wholly owned subsidiary of CCC has one percent non-managing general partner interest in a limited partnership that has a 15 percent interest in each of the limited liability companies. Pursuant to the guaranty agreements, BFC has guaranteed certain obligations on two nonrecourse loans. BFC’s maximum exposure under the guarantee agreements is estimated to be approximately $21.3 million, the full amount of the indebtedness. Based on the value of the assets securing the indebtedness, it is reasonably likely that no payment will be required by BFC under the guarantee. As non-managing general partner of the limited partnership and managing member of the limited liability companies, CCC does not control or have the ability to make major decisions without the consent of all members.

          In March 2006, BFC invested $1.0 million in a real estate limited partnership which represents an 8% limited partnership interest in the partnership. A subsidiary of CCC also has a 10% interest in the limited partnership as a non-managing general partner. The partnership owns an office building located in Boca Raton, Florida and in connection with the purchase, CCC guaranteed repayment of a portion of the nonrecourse loan on the property. CCC’s maximum exposure under this guaranty agreement is $8.0 million representing approximately 37.5% of the current indebtedness of the commercial property, with the guarantee reduced based upon the performance of the property. The Company’s $1.0 million investment is included in other assets in the Company’s Consolidated Statements of Financial Condition. Based on the value of the limited partnership assets securing the indebtedness, it is reasonably likely that no payment by CCC will be required under the guarantee. CCC also separately guaranteed the payment of certain environmental indemnities and limited specific obligations of the partnership.

          A wholly-owned subsidiary of CCC (“CCC East Tampa”) and an unaffiliated third party entered into a joint venture to purchase two commercial properties in Hillsborough County, Tampa, Florida. CCC East Tampa has a 10% interest in the joint venture and is the managing member with an initial contribution of approximately $765,500 and the unaffiliated member has a 90% interest in the joint venture having contributed approximately $6,889,500. In December 2006, the joint venture purchased the commercial properties for an aggregate purchase price of $29.8 million and in connection with the purchase, BFC and the unaffiliated member each guaranteed the payment of certain environmental indemnities and specific obligations up to a maximum of $5.0 million each. The BFC guarantee represents approximately twenty-one percent of the current indebtedness secured by the commercial properties. Based on the assets securing the indebtedness, it is reasonably likely that no payment will be required under the agreements. CCC does not control or have the ability to make major decisions without the consent of all members. The $765,500 investment of CCC East Tampa is included in other assets in the Company’s Consolidated Statements of Financial Condition.

          Other than these guarantees, the remaining instruments indicated in the table are direct commitments of BankAtlantic Bancorp or Levitt and their subsidiaries.

Financial Services

          Standby letters of credit are conditional commitments issued by BankAtlantic to guarantee the performance of a customer to a third party. BankAtlantic’s standby letters of credit are generally issued to customers in the construction industry guaranteeing project performance. These types of standby letters of credit had a maximum exposure of $38.7 million at March 31, 2007. BankAtlantic also issues standby letters of credit to commercial lending customers guaranteeing the payment of goods and services. These types of standby letters of credit had a maximum exposure of $16.4 million at March 31, 2007. These guarantees are primarily issued to support public and private borrowing arrangements and have maturities of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. BankAtlantic may hold certificates of deposit and residential and commercial liens as collateral for such commitments. Included in other liabilities at March 31, 2007 and December 31, 2006 was $29,000 and $44,000, respectively, of unearned guarantee fees. There were no obligations associated with these guarantees recorded in the financial statements.

Homebuilding & Real Estate Development

          At March 31, 2007, Levitt had a commitment to purchase property for development for approximately $14.2 million. Should Levitt decide not to purchase the underlying property, its liability would be limited to the amount of the deposit, which was approximately $400,000 at March 31, 2007. There is no assurance that Levitt will consummate the purchase pursuant to the terms of the contract. Management reviews its commitments from time to time to ensure they continue to be in line with Levitt’s objectives. The following table summarizes certain information relating to this outstanding purchase contract:

Purchase

Expected

Price

Units

Closing

Homebuilding Division

$14.2 million

690 Units

2008

          At March 31, 2007, Levitt had outstanding surety bonds and letters of credit of approximately $112.6 million related primarily to obligations to various governmental entities to construct improvements in various communities. Levitt estimates that approximately $69.6 million of work remains to complete these improvements and does not believe that any outstanding bonds or letters of credit will likely be drawn.

15. Certain Relationships and Related Party Transactions

          BFC is the controlling shareholder of BankAtlantic Bancorp and Levitt. BFC also has a direct non-controlling interest in Benihana and, through Levitt, an indirect ownership interest in Bluegreen. The majority of BFC’s voting capital stock is owned or controlled by the Company’s Chairman, Chief Executive Officer and President, and by the Company’s Vice Chairman, both of whom are also directors of the Company, executive officers and directors of BankAtlantic Bancorp and Levitt, and directors of Bluegreen. The Company’s Vice Chairman is also a director of Benihana.

          The following table presents BFC, BankAtlantic Bancorp, Levitt and Bluegreen related party transactions at March 31, 2007 and December 31, 2006 and for the three months ended March 31, 2007 and 2006. Such amounts were eliminated in the Company’s consolidated financial statements (in thousands).

						BankAtlantic
		BFC				Bancorp				Levitt				Bluegreen
For the three months ended March 31, 2007 (a) (b)
Shared service income (expense)		$	720			$	(354	)		$	(261	)		$	(105	)
Interest income (expense) from cash balance/securities sold under agreements to repurchase		$	11			$	(51	)		$	40			$	—
For the three months ended March 31, 2006 (a) (b)
Shared service income (expense)		$	506			$	(140	)		$	(302	)		$	(64	)
Interest income (expense) from cash balance/securities sold under agreements to repurchase		$	10			$	(152	)		$	142			$	—
At March 31, 2007 (a) (b)
Cash and cash equivalents and (securities sold under agreements to repurchase)		$	1,256			$	(3,949	)		$	2,693			$	—
Shared service receivable (payable)		$	527			$	(173	)		$	(261	)		$	(93	)
At December 31, 2006 (a) (b)
Cash and cash equivalents and (securities sold under agreements to repurchase)		$	996			$	(5,547	)		$	4,551			$	—
Shared service receivable (payable)		$	312			$	(142	)		$	(107	)		$	(63	)

          BankAtlantic Bancorp in prior periods issued options to acquire shares of its Class A common stock to employees of Levitt. Additionally, employees of BankAtlantic Bancorp have transferred to affiliate companies and BankAtlantic Bancorp has elected, in accordance with the terms of its stock option plans, not to cancel the stock options held by these former employees. BankAtlantic Bancorp accounts for these options to former employees as employee stock options because these individuals were employees of BankAtlantic Bancorp on the grant date. During the three months ended March 31, 2007 and 2006, certain of these BankAtlantic Bancorp former employees exercised 13,062 options for each period ended to acquire BankAtlantic Bancorp’s Class A common stock at a weighted average exercise price of $8.56 and $2.97, respectively.

          Options outstanding to BankAtlantic Bancorp former employees, who are now employees of BFC and Levitt consisted of the following as of March 31, 2007:

		Class A				Weighted
		Common				Average
		Stock				Price
Options outstanding			288,536			$	9.62
Options nonvested			154,587			$	12.32