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EX-31.3 - EX-31.3 - Bluegreen Vacations Holding Corp | g23156exv31w3.htm |
EX-31.2 - EX-31.2 - Bluegreen Vacations Holding Corp | g23156exv31w2.htm |
EX-31.1 - EX-31.1 - Bluegreen Vacations Holding Corp | g23156exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Year Ended December 31, 2009
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number
001-09071
001-09071
BFC Financial Corporation
(Exact name of registrant as specified in its Charter)
Florida | 59-2022148 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2100 West Cypress Creek Road | ||
Fort Lauderdale, Florida | 33309 | |
(Address of principal executive offices) | (Zip Code) |
(954) 940-4900
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $0.01 par value
Class B Common Stock, $0.01 par value
Class A Common Stock, $0.01 par value
Class B Common Stock, $0.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. YES o NO þ
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 (or for
such shorter period that the Registrant was required to file such reports), 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 has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). YES o NO o
Indicate, by check mark, if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). YES o NO þ
On June 30, 2009, the aggregate market value of the registrants voting common equity held by
non-affiliates was $10.8 million computed by reference to the closing price of the registrants
Class A Common Stock on such date. The registrant does not have any non-voting common equity.
The number of outstanding shares of each of the registrants classes of common stock, as of April
20, 2010 was as follows:
Class A Common Stock, $.01 par value: 68,521,497 shares outstanding
Class B Common Stock, $.01 par value: 6,854,251 shares outstanding
Class B Common Stock, $.01 par value: 6,854,251 shares outstanding
Table of Contents
DOCUMENTS INCORPORATED BY REFERENCE
None.
Table of Contents
EXPLANATORY NOTE
BFC Financial Corporation (the Company) is filing this Amendment No. 1 to its Annual Report on
Form 10-K for the year ended December 31, 2009 to include the remaining information required by
Items 10-14 of Part III of Form 10-K.
BFC FINANCIAL CORPORATION
Amendment No. 1 to
Annual Report on Form 10-K
for the year ended December 31, 2009
Annual Report on Form 10-K
for the year ended December 31, 2009
TABLE OF CONTENTS
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The following table sets forth information with respect to the Companys executive officers and
directors as of April 20, 2010.
Name | Age | Position | ||||
Alan B. Levan | 65 | Chairman, Chief Executive Officer and President |
||||
John E. Abdo | 66 | Vice Chairman |
||||
Seth M. Wise | 40 | Executive Vice President and Director |
||||
John K. Grelle | 66 | Executive Vice President and Chief Financial Officer |
||||
Maria R. Scheker | 52 | Chief Accounting Officer |
||||
James Blosser | 72 | Director |
||||
D. Keith Cobb | 69 | Director |
||||
Darwin Dornbush | 80 | Director |
||||
Oscar Holzmann | 67 | Director |
||||
Jarett S. Levan | 36 | Director |
||||
Alan J. Levy | 70 | Director |
||||
Joel Levy | 70 | Director |
||||
William Nicholson | 64 | Director |
||||
William Scherer | 62 | Director |
||||
Neil Sterling | 58 | Director |
The following additional information is provided for each of the above-named individuals,
including, with respect to each director, the specific experience, qualifications, attributes
and/or skills of the director which, in the opinion of the Companys Board of Directors, qualifies
him to serve as a director and are likely to enhance the Board of Directors ability to manage and
direct the Companys business and affairs. Officers serve at the discretion of the Board of
Directors. Except as set forth below, there is no family relationship between any of the directors
or executive officers, and there is no arrangement or understanding between any director or
executive officer and any other person pursuant to which the director or executive officer was
selected.
Alan B. Levan formed the I.R.E. Group (predecessor to the Company) in 1972. Since 1978, he has been
Chairman of the Board, President and Chief Executive Officer of the Company or its predecessors.
Since 1994, he has been Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp,
Inc. (BankAtlantic Bancorp) and, since 1987, he has served as Chairman of the Board of
BankAtlantic, BankAtlantic Bancorps bank subsidiary. The Company owns shares of BankAtlantic
Bancorps Class A Common Stock and Class B Common Stock representing approximately 65% of the total
voting power of BankAtlantic Bancorp. Since 2002, Mr. Levan has also served as Chairman of the
Board of Bluegreen Corporation, a New York Stock Exchange listed company in which the Company
currently owns an approximately 52% voting interest (Bluegreen), and since June 2009, he has
served as a director of Benihana, Inc., a NASDAQ listed company in which the Company holds a
significant investment (Benihana). He was Chairman of the Board and Chief Executive Officer of
Woodbridge Holdings Corporation (currently, Woodbridge Holdings, LLC) (Woodbridge) from 1985
until September 2009 when Woodbridge merged with a wholly owned subsidiary of the Company (the
Woodbridge Merger). The Board believes that Mr. Levan is a strong operating executive and that
his proven leadership skills enhance the Board and the Company. The Board also believes that Mr.
Levans management positions and directorship positions at the Company, BankAtlantic Bancorp and
BankAtlantic and his directorship positions at Bluegreen and Benihana provides the Board with
critical insight regarding the business and prospects of each company. Alan B. Levan is the father
of Jarett S. Levan.
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John E. Abdo has been a director of the Company since 1988 and Vice Chairman of the Board of the
Company since 1993. He has been Vice Chairman of the Board of BankAtlantic since April 1987,
Chairman of the Executive Committee of BankAtlantic since October 1985 and a director and Vice
Chairman of the Board of BankAtlantic
Bancorp since 1994. Mr. Abdo has served on the Board of Directors of Benihana since 1990 and
currently serves as its Vice Chairman. He has also served as Vice Chairman of the Board of
Bluegreen since 2002. Mr. Abdo is also President of Abdo Companies, Inc., a member of the Board of
Directors and Finance Committee of the Performing Arts Center Authority (PACA) and former President
and current director and Chairman of the Investment Committee of the Broward Performing Arts
Foundation. Mr. Abdo served as Vice Chairman of Woodbridge from 2001 until the consummation of the
Woodbridge Merger during September 2009. The Board believes that it benefits greatly from Mr.
Abdos contributions to the Board, many of which are the result of his extensive knowledge of the
Florida business community and the business and affairs of the Company, BankAtlantic Bancorp,
BankAtlantic, Bluegreen and Benihana, based on his long history of service on behalf of those
entities. The Board also believes Mr. Abdos real estate background provides additional perspective
to the Board.
Seth M. Wise has served as a director and Executive Vice President of the Company since he was
appointed to such positions in connection with the consummation of the Woodbridge Merger during
September 2009. From July 2005 until September 2009, Mr. Wise served as President of Woodbridge
after serving as its Executive Vice President since September 2003. At the request of Woodbridge,
Mr. Wise served as President of Levitt and Sons, LLC, the former wholly owned homebuilding
subsidiary of Woodbridge, prior to its filing for bankruptcy on November 9, 2007. He also
previously was Vice President of Abdo Companies, Inc. The Board believes that Mr. Wises experience
and background in the real estate industry gained from his executive positions at Woodbridge and
Abdo Companies enhance the Boards knowledge and insight relating to the Companys operations and
the real estate industry.
John K. Grelle joined the Company as acting Chief Financial Officer on January 11, 2008 and was
appointed Executive Vice President and Chief Financial Officer of the Company on May 20, 2008. From
May 2008 until the consummation of the Woodbridge Merger during September 2009, Mr. Grelle also
served as Executive Vice President, Chief Financial Officer and principal accounting officer of
Woodbridge. Prior to joining the Company, Mr. Grelle served as a Partner of Tatum, LLC, an
executive services firm. From 2003 through October 2007, when Mr. Grelle joined Tatum, LLC, Mr.
Grelle was the founder and principal of a business formation and strategic development consulting
firm. From 1996 through 2003, Mr. Grelle served as Senior Vice President and Chief Financial
Officer of ULLICO Inc. and, from 1993 through 1995, he served as Managing Director of DCG
Consulting. Mr. Grelle has also been employed in various other executive and financial positions
throughout his career, including Chairman and Chief Executive Officer of Old American Insurance
Company; Controller of the financial services division of American Can Company (later known as
Primerica); Chairman, President and Chief Executive Officer of National Benefit Life, a subsidiary
of Primerica; President of Bell National Life; Senior Vice President and Chief Financial Officer of
American Health and Life; Controller of Sun Life America; and Director of Strategic Planning and
Budgeting for ITT Hamilton Life. Mr. Grelle is a former member of the Board of Directors of the
N.Y. Council of Life Insurers.
Maria R. Scheker was appointed Chief Accounting Officer of the Company in April 2007. Ms. Scheker
joined the Company in 1985 and has held various positions with the Company during this time,
including Assistant Controller from 1993 through 2003. Ms. Scheker was appointed Controller of the
Company in 2003 and Senior Vice President of the Company in March 2006. Ms. Scheker has been a
Certified Public Accountant in the State of Florida since 2003.
James Blosser was appointed to the Companys Board of Directors during September 2009 in connection
with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge
since 2001. Mr. Blosser has been an attorney with the law firm of Blosser & Sayfie since 2002.
Since 2009, Mr. Blosser has served as a director of the Broward Performing Arts Foundation. He
also previously served as a member of the Board of Directors of Mellon United National Bank. The
Board believes that Mr. Blosser provides meaningful insight to the Board as a result of his
extensive legal and business experience gained during his career as a practicing attorney.
D. Keith Cobb has served as a director of the Company since 2004. Since 1996, he has served as
business consultant and strategic advisor to a number of companies. In addition, Mr. Cobb completed
a six-year term on the Board of the Federal Reserve Bank of Miami in 2002. Mr. Cobb spent
thirty-two years as a practicing Certified Public Accountant at KPMG LLP, and was Vice Chairman and
Chief Executive Officer of Alamo Rent A Car, Inc. from 1995 until its sale in 1996. Mr. Cobb also
serves on the Boards of Directors of BankAtlantic Bancorp and Alliance Data Systems Corporation, in
each case since 2003, and he served on the Board of Directors of RHR
International, Inc. from 1998 through 2008. The Board believes that it benefits from Mr. Cobbs
extensive banking, financial and Board service background and that Mr. Cobb brings insight to the
Board with respect to the Companys business, financial condition and strategic development.
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Table of Contents
Darwin Dornbush was appointed to the Companys Board of Directors during September 2009 in
connection with the consummation of the Woodbridge Merger after previously serving as a director of
Woodbridge since 2003. Mr. Dornbush has been a partner in the law firm of Dornbush Schaeffer
Strongin & Venaglia, LLP since 1964. He also serves as Secretary, and, until 2009, he served as a
director, of Cantel Medical Corp., a healthcare company. In addition, during February 2009, Mr.
Dornbush rejoined the Board of Directors of Benihana, as Non-Executive Chairman of the Board, after
serving as a director of Benihana from 1995 through 2005. From 1983 until 2008, he also served as
Secretary of Benihana and its predecessor. The Board believes that it benefits from Mr. Dornbushs
experience in legal and business matters gained from his career as a practicing attorney and his
previous and current memberships on public company Boards.
Oscar Holzmann has served as a director of the Company since 2002. Since 1980, he has been an
Associate Professor of Accounting at the University of Miami. He received his Ph.D. in Business
Administration from Pennsylvania State University in 1974. The Board believes that Mr. Holzmanns
background gives him a unique perspective and position to contribute to the Board. His accounting
and financial knowledge also make him a valuable member of the Audit Committee.
Jarett S. Levan is the President of BankAtlantic Bancorp and the Chief Executive Officer and
President of BankAtlantic and has served in various capacities at BankAtlantic, including as
Executive Vice President and Chief Marketing Officer; President, Alternative Delivery; President,
BankAtlantic.com; and Manager of Investor Relations. He joined BankAtlantic as an attorney in the
Legal Department in January 1998. Mr. Levan was appointed to the Companys Board of Directors
during September 2009 in connection with the consummation of the Woodbridge Merger. He has also
served as a director of BankAtlantic Bancorp since 1999, the Broward Center for the Performing Arts
since 2009, the Fort Lauderdale Museum of Art from 2003 through 2008 and again since 2009 and the
Museum of Discovery and Science (Fort Lauderdale) since 2008. The Board believes that Mr. Levans
management and directorship positions at BankAtlantic Bancorp and BankAtlantic allows him to
provide insight to the Board with respect to the business and affairs of those entities. Jarett S.
Levan is the son of Alan B. Levan.
Alan J. Levy was appointed to the Companys Board of Directors during September 2009 in connection
with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge
since 2005. Mr. Levy is the founder and, since 1980, has served as the President and Chief
Executive Officer of Great American Farms, Inc., an agricultural company involved in the farming,
marketing and distribution of a variety of fresh fruits and vegetables. The Board believes that
Mr. Levys leadership skills and business experience gained from his service as the President and
Chief Executive Officer of Great American Farms enhances the Board.
Joel Levy was appointed to the Companys Board of Directors during September 2009 in connection
with the consummation of the Woodbridge Merger after previously serving as a director of Woodbridge
since 2003. Mr. Levy is currently the Vice Chairman of Adler Group, Inc., a commercial real estate
company, and he served as President and Chief Operating Officer of Adler Group from 1984 through
2007. Mr. Levy also serves as President and Chief Executive Officer of JLRE Consulting, Inc. Mr.
Levy is a Certified Public Accountant with vast experience in public accounting. The Board
believes that Mr. Levys experience relating to the real estate industry gained from his executive
positions at Adler Group and JLRE Consulting and his previous directorship at Woodbridge provide
meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy
makes important contributions to the Audit Committee.
William Nicholson was appointed to the Companys Board of Directors during September 2009 in
connection with the consummation of the Woodbridge Merger after previously serving as a director of
Woodbridge since 2003. Mr. Nicholson has been a principal with Heritage Capital Group since 2003.
Since 2004, Mr. Nicholson has also served as President of WRN Financial Corporation and, since
2008, he has been a principal with EXP Loan Services LLC. He is also the Managing Director of BSE
Management, LLC. The Board believes that, because of Mr. Nicholsons extensive knowledge of the
capital and financial markets and broad experience working with the investment community, Mr.
Nicholson can provide important insight to the Board on financial issues.
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Table of Contents
William Scherer was appointed to the Companys Board of Directors during September 2009 in
connection with the consummation of the Woodbridge Merger after previously serving as a director of
Woodbridge since 2001. Mr. Scherer has been an attorney in the law firm of Conrad & Scherer, LLP
or its predecessors since 1974. The Board believes that it benefits from Mr. Scherers extensive
legal and business acumen.
Neil Sterling has served as a director of the Company since 2003. Since 1998, he has been the
principal of The Sterling Resources Group, Inc., a business development consulting firm in Fort
Lauderdale, Florida. As a successful business consultant, the Board believes that Mr. Sterling
brings strategic insight to the Board, both with respect to the Companys business and investments
as well as emerging business models.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the copies of the forms furnished to the Company and written
representations that no other reports were required, the Company believes that, except as set forth
below, all filing requirements under Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), applicable to its officers, directors and greater than 10% beneficial
owners were complied with on a timely basis during the year ended December 31, 2009. Alan B. Levan
filed a Form 4 in December 2009 to report the sale of 351 shares of the Companys Class A Common
Stock (Class A Stock) during September 2009. The shares were held by Mr. Alan Levan through
BankAtlantics 401(k) Plan and were sold by the Trustee for such plan in connection with Mr. Alan
Levans participation in BankAtlantic Bancorps rights offering to its shareholders.
Code of Ethics
The Company has a Code of Business Conduct and Ethics that applies to all of its directors,
officers and employees, including the Companys principal executive officer, principal financial
officer and principal accounting officer. The Code of Business Conduct and Ethics is available on
the Companys website at www.bfcfinancial.com. The Company will post amendments to or
waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Companys
principal executive officer, principal financial officer or principal accounting officer) on its
website.
Audit Committee Members and Financial Expert
The Companys Board of Directors has established an Audit Committee. From January 1, 2009 through
September 20, 2009, the Audit Committee consisted of Oscar Holzmann, Chairman, D. Keith Cobb and
Neil Sterling. In addition, Earl Pertnoy, who served as a member of the Board of Directors of the
Company or its predecessors since 1978, served on the Audit Committee until he passed away in
January 2009. In connection with the consummation of the Woodbridge Merger during September 2009,
eight new directors were appointed to the Board, and the composition of the Audit Committee was
reconstituted to consist of, and the Audit Committee currently consists of, Joel Levy, Chairman,
Oscar Holzmann and William Nicholson. The Board has determined that all of the members of the
Audit Committee are financially literate and independent within the meaning of the listing
standards of the NYSE Arca and applicable rules and regulations of the Securities and Exchange
Commission (the SEC). Mr. Joel Levy, the Chairman of the Audit Committee, and Mr. Holzmann are
both qualified as audit committee financial experts within the meaning of SEC rules and
regulations.
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Table of Contents
Item 11. Executive Compensation.
Summary Compensation Table
The following table sets forth certain summary information concerning compensation which, during
the fiscal years ended December 31, 2009 and 2008, the Company (including compensation paid by
Woodbridge prior to the Woodbridge Merger), BankAtlantic Bancorp (including BankAtlantic) and
Bluegreen paid to or accrued on behalf of Alan B. Levan, the Companys Chairman, Chief Executive
Officer and President, and John E. Abdo and Seth M. Wise, who, other than Mr. Alan Levan, were the
Companys two most highly compensated executive officers during the fiscal year ended December 31,
2009. Messrs. Alan Levan, Abdo and Wise are sometimes hereinafter collectively referred to as the
Named Executive Officers.
Change in | ||||||||||||||||||||||||||||||||||||||||
Pension Value | ||||||||||||||||||||||||||||||||||||||||
and | ||||||||||||||||||||||||||||||||||||||||
Nonqualified | ||||||||||||||||||||||||||||||||||||||||
Non-equity | Deferred | |||||||||||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||||||||||||
Name and | Bonus | Awards | Awards | Compensation | Earnings | Compensation | ||||||||||||||||||||||||||||||||||
Principal Position | Source (1) | Year | Salary($) | ($)(2) | ($)(3) | ($)(3) | ($)(6) | ($)(7) | ($)(8) | Total($) | ||||||||||||||||||||||||||||||
Alan B. Levan, |
BFC | 2009 | 1,026,420 | 400,000 | | 126,782 | (4) | | | 258,550 | 1,811,752 | |||||||||||||||||||||||||||||
Chairman of the |
BBX | 2009 | 540,859 | 377,511 | | | 901,111 | 73,151 | 26,450 | 1,919,082 | ||||||||||||||||||||||||||||||
Board, President and |
BXG | 2009 | | | | | | | | | ||||||||||||||||||||||||||||||
Chief Executive Officer |
||||||||||||||||||||||||||||||||||||||||
1,567,279 | 777,511 | | 126,782 | 901,111 | 73,151 | 285,000 | 3,730,834 | |||||||||||||||||||||||||||||||||
BFC | 2008 | 828,593 | 500,000 | | | 267,956 | | 229,363 | 1,825,912 | |||||||||||||||||||||||||||||||
BBX | 2008 | 541,828 | | | | 283,055 | 20,934 | 21,771 | 867,588 | |||||||||||||||||||||||||||||||
BXG | 2008 | | | 495,580 | (5) | 370,700 | (5) | | | | 866,280 | |||||||||||||||||||||||||||||
1,370,421 | 500,000 | 495,580 | 370,700 | 551,011 | 20,934 | 251,134 | 3,559,780 | |||||||||||||||||||||||||||||||||
John E. Abdo, |
BFC | 2009 | 1,026,420 | 400,000 | | 134,427 | (4) | | | 307,740 | 1,868,587 | |||||||||||||||||||||||||||||
Vice Chairman |
BBX | 2009 | 540,859 | 377,511 | | | 901,111 | (8,274 | ) | 8,444 | 1,819,651 | |||||||||||||||||||||||||||||
of the Board |
BXG | 2009 | | | | | | | 6,433 | 6,433 | ||||||||||||||||||||||||||||||
1,567,279 | 777,511 | | 134,427 | 901,111 | (8,274 | ) | 322,617 | 3,694,670 | ||||||||||||||||||||||||||||||||
BFC | 2008 | 811,957 | 500,000 | | | 223,219 | | 307,740 | 1,842,916 | |||||||||||||||||||||||||||||||
BBX | 2008 | 509,274 | | | | 281,785 | 12,147 | 9,240 | 812,446 | |||||||||||||||||||||||||||||||
BXG | 2008 | | | 495,580 | (5) | 370,700 | (5) | | | 5,634 | 871,914 | |||||||||||||||||||||||||||||
1,321,231 | 500,000 | 495,580 | 370,700 | 505,004 | 12,147 | 322,614 | 3,527,276 | |||||||||||||||||||||||||||||||||
Seth M. Wise, |
BFC | 2009 | 350,007 | 175,000 | | 17,585 | (4) | | | 17,000 | 559,592 | |||||||||||||||||||||||||||||
Executive |
BBX | 2009 | | | | | | | 40 | 40 | ||||||||||||||||||||||||||||||
Vice President (9) |
BXG | 2009 | | | | | | | | | ||||||||||||||||||||||||||||||
350,007 | 175,000 | | 17,585 | | | 17,040 | 559,632 | |||||||||||||||||||||||||||||||||
(1) | Amounts identified as BFC represent amounts paid or accrued by the Company and compensation paid or accrued by Woodbridge prior to the Woodbridge Merger. Amounts identified as BBX represent amounts paid or accrued by BankAtlantic Bancorp and BankAtlantic. Amounts identified as BXG represent amounts paid or accrued by Bluegreen. | |
(2) | Represent discretionary cash bonuses paid to each of the Named Executive Officers based on a subjective evaluation of their overall performance in areas outside those that are objectively measured from financial results. |
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(3) | In accordance with a recent SEC rule amendment, amounts for stock and options awards reflect the aggregate grant date fair value of the awards rather than the dollar amount recognized for financial statement purposes for the fiscal year, as previously required. | |
(4) | Represent option awards granted by the Company to the Named Executive Officers during 2009 and, with respect to Messrs. Alan Levan and Abdo, option awards previously granted by the Company which were re-priced during September 2009. Additional information regarding these option awards is set forth under Option Grants and Re-Pricings 2009 below. Assumptions used in the calculation of the grant date fair value of these option awards are included in footnote 28 to the Companys consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on April 13, 2010. | |
(5) | Messrs. Levan and Abdo are not officers of Bluegreen; however, they serve as Chairman and Vice Chairman, respectively, of Bluegreens Board of Directors and have in the past and may in the future receive compensation from Bluegreen in consideration for their service in such capacities. During 2008, each of Messrs. Alan Levan and Abdo received options to acquire 50,000 shares of Bluegreens common stock at an exercise price of $9.31 per share, which options are scheduled to vest on May 21, 2013 and expire on May 21, 2018. During 2008, each of Messrs. Alan Levan and Abdo were also granted 71,000 shares of restricted common stock of Bluegreen and options to purchase an additional 71,000 shares of Bluegreens common stock at an exercise price of $7.50 per share. These additional options and restricted shares are scheduled to vest on May 21, 2013 (and the options are scheduled to expire on May 21, 2015); however, in the event of a change-in-control of Bluegreen at a price of at least $12.50 per share of common stock, a percentage (of up to 100%) of the options and restricted shares will vest depending on both the timing of the change-in-control and the actual price for a share of Bluegreens common stock in the transaction which results in the change-in-control. Assumptions used in the calculation of the grant date fair value of these stock and option awards are included in footnote 1 to Bluegreens consolidated financial statements included in Bluegreens Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 31, 2010. | |
(6) | Each of the Company and BankAtlantic Bancorp have in place an annual incentive program, which is a cash bonus plan intended to promote achievement of certain corporate strategic goals and initiatives. The 2008 amounts relating to the Company represent cash bonuses granted to each of Messrs. Alan Levan and Abdo under the formula-based component of the Companys 2008 annual incentive program based on the achievement of pre-established, objective individual and company-wide annual financial performance goals. The 2009 amounts relating to BankAtlantic Bancorp represent cash bonuses paid to each of Messrs. Alan Levan and Abdo under the formula-based component of BankAtlantic Bancorps 2009 annual incentive plan as a result of the achievement of objectives related to reductions in core non-interest expense and targets for core earnings during the first three quarters of 2009 and for the year ended December 31, 2009. The 2008 amounts relating to BankAtlantic Bancorp represent (i) cash bonuses paid to each of Messrs. Alan Levan and Abdo under the formula-based component of BankAtlantic Bancorps 2008 annual incentive program as a result of the achievement during the first three quarters of 2008 of the quarterly financial performance objectives of such program related to core non-interest expense reductions and (ii) cash bonuses of $4,462 and $3,192 payable to Messrs. Alan Levan and Abdo, respectively, under the BankAtlantic Profit Sharing Stretch Plan with respect to the fourth quarter of 2007, but paid to Messrs. Alan Levan and Abdo during the first quarter of 2008. | |
(7) | Represents the increase (decrease) in the actuarial present value of accumulated benefits under the Retirement Plan for Employees of BankAtlantic (the BankAtlantic Retirement Plan). Additional information regarding the BankAtlantic Retirement Plan is set forth in the narrative accompanying the table entitled Pension Benefits 2009 below. |
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(8) | Items included under All Other Compensation for 2009 for each of the Named Executive Officers are set forth in the table below: |
Levan | Abdo | Wise | ||||||||||
BFC |
||||||||||||
Perquisites and other benefits |
$ | 106,171 | $ | | $ | | ||||||
Amounts paid for life and disability
insurance premiums |
135,567 | | | |||||||||
Amounts paid for other insurance premiums |
1,500 | 1,500 | | |||||||||
Contributions to 401(k) plan |
| | 9,800 | |||||||||
Management fees paid to Abdo Companies, Inc. |
| 306,240 | | |||||||||
Amounts paid for automobile expenses |
15,312 | | 7,200 | |||||||||
All other compensation |
$ | 258,550 | $ | 307,740 | $ | 17,000 | ||||||
BBX |
||||||||||||
Perquisites and other benefits |
$ | 7,155 | $ | 1,747 | $ | | ||||||
Amounts paid for insurance premiums |
14,262 | | | |||||||||
Contributions to retirement and 401(k) plans |
4,993 | 6,657 | | |||||||||
Dividends on restricted stock, REIT shares |
40 | 40 | 40 | |||||||||
All other compensation |
$ | 26,450 | $ | 8,444 | $ | 40 | ||||||
BXG |
||||||||||||
Perquisites and other benefits |
$ | | $ | 6,433 | $ | | ||||||
The value of perquisites and other benefits included in the rows entitled Perquisites and other benefits in the table above is calculated based on their incremental cost to the respective company, which is determined based on the actual cost of providing these perquisites and other benefits. All perquisites and other benefits received in 2009 by Mr. Alan Levan from the Company related to his personal use of the Companys tickets to entertainment and sporting events. Mr. Abdo is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc. | ||
(9) | Mr. Wise was appointed to serve as Executive Vice President of the Company during September 2009 in connection with the consummation of the Woodbridge Merger. Because Mr. Wise was not a named executive officer of the Company for 2008, no compensation information with respect to Mr. Wise is provided for 2008. |
Option Grants and Re-Pricings 2009
On September 21, 2009, the Company granted options to purchase an aggregate of 753,254 shares of
the Companys Class A Stock principally to individuals who were directors, executive officers and
employees of Woodbridge prior to the Woodbridge Merger, including Messrs. Alan Levan, Abdo and Wise
who received options to purchase 152,680 shares, 187,380 shares and 79,824 shares of the Companys
Class A Stock, respectively. The options have an exercise price of $0.41 per share (the closing
price of the Companys Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on
September 21, 2009), will expire on the September 21, 2014 and will vest in four equal annual
installments beginning on September 21, 2010.
In addition, on September 21, 2009, the exercise price of options to purchase an aggregate of
approximately 1,778,000 shares of the Companys common stock, which were previously granted to and
currently held by the Companys directors and employees, was re-priced to $0.41 per share (the
closing price of the Companys Class A Stock as quoted on the Pink Sheets Electronic Quotation
Service on September 21, 2009). The Compensation Committee approved the re-pricing based on its
review of the Companys outstanding stock options and a presentation by Mercer LLC, a third party
compensation consultant. Prior to the re-pricing, the Company disclosed that the Compensation
Committee intended to review the terms of outstanding options with a view to re-pricing the options
because, given the trading price of the Companys common stock and in light of adverse economic
conditions, the Compensation Committee believed that the previously granted awards no longer
provided appropriate incentives to optionholders. Included in the re-priced options were options to
purchase an aggregate of 529,329 shares held by each of Messrs. Alan Levan and Abdo, which
previously had exercise prices ranging from $1.84 per share to $8.92 per share. The re-pricings did
not impact any of the other terms, including the vesting schedules or expiration dates, of the
previously granted stock options.
8
Table of Contents
Outstanding Equity Awards at Fiscal Year-End 2009
The following table sets forth certain information regarding equity-based awards of the Company
held by the Named Executive Officers as of December 31, 2009.
Option Awards | ||||||||||||||||||||
Equity | ||||||||||||||||||||
Incentive | ||||||||||||||||||||
Plan Awards: | ||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||
Securities | Securities | Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | ||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | ||||||||||||||||
Options | Options | Unearned | Exercise | Expiration | ||||||||||||||||
Name | Exercisable | Unexercisable | Options | Price | Date | |||||||||||||||
Alan B. Levan |
210,579 | (1) (3) | | N/A | $ | 0.41 | (9) | 2/7/2013 | ||||||||||||
93,750 | (1) (4) | | $ | 0.41 | (9) | 7/28/2014 | ||||||||||||||
75,000 | (2) (5) | $ | 0.41 | (9) | 7/11/2015 | |||||||||||||||
75,000 | (2) (6) | $ | 0.41 | (9) | 6/5/2016 | |||||||||||||||
75,000 | (2) (7) | $ | 0.41 | (9) | 6/4/2017 | |||||||||||||||
152,680 | (2) (8) | $ | 0.41 | 9/21/2014 | ||||||||||||||||
John E. Abdo |
210,579 | (1) (3) | | N/A | $ | 0.41 | (9) | 2/7/2013 | ||||||||||||
93,750 | (1) (4) | | $ | 0.41 | (9) | 7/28/2014 | ||||||||||||||
75,000 | (2) (5) | $ | 0.41 | (9) | 7/11/2015 | |||||||||||||||
75,000 | (2) (6) | $ | 0.41 | (9) | 6/5/2016 | |||||||||||||||
75,000 | (2) (7) | $ | 0.41 | (9) | 6/4/2017 | |||||||||||||||
187,380 | (2) (8) | $ | 0.41 | 9/21/2014 | ||||||||||||||||
Seth M. Wise |
79,824 | (2) (8) | $ | 0.41 | 9/21/2014 |
(1) | Represents options to purchase shares of the Companys Class B Common Stock (Class B Stock). | |
(2) | Represents options to purchase shares of the Companys Class A Stock. | |
(3) | Vested on February 7, 2008. | |
(4) | Vested on July 28, 2009. | |
(5) | Vests on July 11, 2010. | |
(6) | Vests on June 5, 2011. | |
(7) | Vests on June 4, 2012. | |
(8) | Vests in four equal annual installments beginning on September 21, 2010. | |
(9) | As described above, options were re-priced on September 21, 2009 to $0.41 per share (the closing price of the Companys Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009). |
9
Table of Contents
The following table sets forth certain information regarding equity-based awards of BankAtlantic
Bancorp held by Messrs. Alan Levan and Abdo as of December 31, 2009. Mr. Wise does not currently
hold, and as of December 31, 2009 did not hold, any equity-based awards of BankAtlantic Bancorp.
Option Awards | ||||||||||||||||||||
Equity | ||||||||||||||||||||
Incentive | ||||||||||||||||||||
Plan Awards: | ||||||||||||||||||||
Number of | Number of | Number of | ||||||||||||||||||
Securities | Securities | Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | ||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | ||||||||||||||||
Options(1) | Options(1) | Unearned | Exercise | Expiration | ||||||||||||||||
Name | Exercisable | Unexercisable | Options | Price | Date | |||||||||||||||
Alan B. Levan |
15,676 | (2) | N/A | $ | 42.79 | 3/4/2012 | ||||||||||||||
15,676 | (3) | $ | 37.05 | 3/31/2013 | ||||||||||||||||
12,000 | (4) | $ | 91.00 | 7/5/2014 | ||||||||||||||||
12,000 | (5) | $ | 95.10 | 7/11/2015 | ||||||||||||||||
12,000 | (6) | $ | 74.05 | 7/10/2016 | ||||||||||||||||
12,000 | (7) | $ | 46.90 | 6/4/2017 | ||||||||||||||||
John E. Abdo |
10,451 | (2) | N/A | $ | 42.79 | 3/4/2012 | ||||||||||||||
10,451 | (3) | $ | 37.05 | 3/31/2013 | ||||||||||||||||
8,000 | (4) | $ | 91.00 | 7/5/2014 | ||||||||||||||||
8,000 | (5) | $ | 95.10 | 7/11/2015 | ||||||||||||||||
8,000 | (6) | $ | 74.05 | 7/10/2016 | ||||||||||||||||
8,000 | (7) | $ | 46.90 | 6/4/2017 |
(1) | All options are to purchase shares of BankAtlantic Bancorps Class A Common Stock. | |
(2) | Vested on March 4, 2007. | |
(3) | Vested on March 31, 2008. | |
(4) | Vested on July 6, 2009. | |
(5) | Vests on July 12, 2010. | |
(6) | Vests on July 11, 2011. | |
(7) | Vests on June 5, 2012. |
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The following table sets forth certain information regarding equity-based awards of Bluegreen held
by Messrs. Alan Levan and Abdo as of December 31, 2009. Mr. Wise does not currently hold, and as of
December 31, 2009 did not hold, any equity-based awards of Bluegreen.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||||||
Equity | Equity | Incentive | ||||||||||||||||||||||||||||||||||
Incentive | Incentive | Plan Awards: | ||||||||||||||||||||||||||||||||||
Plan | Plan Awards: | Market or | ||||||||||||||||||||||||||||||||||
Awards: | Market | Number of | Payout Value | |||||||||||||||||||||||||||||||||
Number of | Number of | Number of | Number of | Value of | Unearned | of Unearned | ||||||||||||||||||||||||||||||
Securities | Securities | Securities | Shares or | Shares or | Shares, Units | Shares, Units | ||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | Units of | Units of | or Other | or Other | ||||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Exercise | Option | Stock That | Stock That | Rights That | Rights That | ||||||||||||||||||||||||||||
Options(1) | Options(1) | Unearned | Option | Expiration | Have Not | Have Not | Have Not | Have Not | ||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options | Price | Date | Vested | Vested | Vested | Vested | |||||||||||||||||||||||||||
Alan B. Levan |
50,000 | (1) | | $ | 18.36 | 7/20/2015 | | | | | ||||||||||||||||||||||||||
50,000 | (2) | | $ | 12.07 | 7/19/2016 | | | | | |||||||||||||||||||||||||||
50,000 | (3) | | $ | 11.98 | 7/18/2017 | | | | | |||||||||||||||||||||||||||
71,000 | (4) | | $ | 7.50 | 5/21/2015 | | | | | |||||||||||||||||||||||||||
50,000 | (5) | | $ | 9.31 | 5/21/2018 | | | | | |||||||||||||||||||||||||||
| | | 71,000 | (4) | $ | 171,820 | | | ||||||||||||||||||||||||||||
John E. Abdo |
50,000 | (1) | | $ | 18.36 | 7/20/2015 | | | | | ||||||||||||||||||||||||||
50,000 | (2) | | $ | 12.07 | 7/19/2016 | | | | | |||||||||||||||||||||||||||
50,000 | (3) | | $ | 11.98 | 7/18/2017 | | | | | |||||||||||||||||||||||||||
71,000 | (4) | | $ | 7.50 | 5/21/2015 | | | | | |||||||||||||||||||||||||||
50,000 | (5) | | $ | 9.31 | 5/21/2018 | | | | | |||||||||||||||||||||||||||
| | | 71,000 | (4) | $ | 171,820 | | |
(1) | Vested on July 20, 2005. | |
(2) | Vests on July 19, 2011. | |
(3) | Vests on July 18, 2012. | |
(4) | Scheduled to vest on May 21, 2013; however, in the event of a change-in-control of Bluegreen at a price of at least $12.50 per share of common stock, a percentage (of up to 100%) of the options and restricted shares will vest depending on both the timing of the change-in-control and the actual price for a share of Bluegreens common stock in the transaction which results in the change-in-control. | |
(5) | Vests on May 21, 2013. |
Pension Benefits 2009
The following table sets forth certain information with respect to accumulated benefits as of
December 31, 2009 under any BankAtlantic Bancorp plan that provides for payments or other benefits
to Messrs. Alan Levan and Abdo at, following, or in connection with, retirement. Mr. Wise is not
entitled to receive any payment or other benefit at, following, or in connection with, retirement
under any BankAtlantic Bancorp plan.
Present Value | ||||||||||||||||
Number of Years | of Accumulated | Payments During | ||||||||||||||
Name | Plan Name | Credited Service | Benefit(1) | Last Fiscal Year | ||||||||||||
Alan B. Levan | Retirement Plan for Employees of BankAtlantic |
26 | $ | 1,061,527 | $ | 0 | ||||||||||
John E. Abdo | Retirement Plan for Employees of BankAtlantic |
14 | 441,236 | 0 |
(1) | Assumptions used in the calculation of these amounts are included in footnote 19 to BankAtlantic Bancorps consolidated financial statements included in BankAtlantic Bancorps Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 19, 2010, except that retirement age was assumed to be 65, the normal retirement age as defined in the BankAtlantic Retirement Plan. |
11
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BankAtlantic Retirement Plan
Messrs. Alan Levan and Abdo are participants in the BankAtlantic Retirement Plan, which is a
defined benefit plan. Effective December 31, 1998, BankAtlantic Bancorp froze the benefits under
the BankAtlantic Retirement Plan. Participants who were employed at December 1, 1998 became fully
vested in their benefits under the BankAtlantic Retirement Plan. While the BankAtlantic Retirement
Plan is frozen, there will be no future benefit accruals. The BankAtlantic Retirement Plan was
designed to provide retirement income based on an employees salary and years of active service,
determined as of December 31, 1998. The cost of the BankAtlantic Retirement Plan is paid by
BankAtlantic and all contributions are actuarially determined.
In general, the BankAtlantic Retirement Plan provides for monthly payments to or on behalf of each
covered employee upon such employees retirement (with provisions for early or postponed
retirement), death or disability. As a result of the freezing of future benefit accruals, the
amount of the monthly payments is based generally upon two factors: (i) the employees average
regular monthly compensation for the five consecutive years out of the last ten years ended
December 31, 1998, or prior retirement, death or disability, that produces the highest average
monthly rate of regular compensation; and (ii) the employees years of service with BankAtlantic at
December 31, 1998. Benefits are payable for the retirees life, with ten years worth of payments
guaranteed. The benefits are not subject to any reduction for Social Security or any other external
benefits.
In 1996, BankAtlantic amended the BankAtlantic Retirement Plan and adopted a supplemental benefit
for certain executives, as permitted by the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code (the Code). This was done because of a change in the Code that operated to
restrict the amount of the executives compensation that may be taken into account for BankAtlantic
Retirement Plan purposes, regardless of the executives actual compensation. The intent of the
supplemental benefit, when added to the regular BankAtlantic Retirement Plan benefit, was to
provide to certain executives the same retirement benefits that they would have received had the
Code limits not been enacted, subject to other requirements of the Code. The approximate targeted
percentage of pre-retirement compensation for which Mr. Alan Levan will be eligible under the
BankAtlantic Retirement Plan as a result of the supplemental benefit at age 65 is 33%. Mr. Abdo is
not entitled to the supplemental benefit. The supplemental benefit also was frozen as of December
31, 1998. Because the percentage of pre-retirement compensation payable from the BankAtlantic
Retirement Plan to Mr. Alan Levan, including the BankAtlantic Retirement Plans supplemental
benefit, fell short of the benefit that he would have received under the BankAtlantic Retirement
Plan absent the Code limits, BankAtlantic adopted the Split-Dollar Life Insurance Plan (the
BankAtlantic Split-Dollar Plan) described below.
The following table illustrates annual pension benefits at age 65 for various levels of
compensation and years of service at December 31, 1998, the date on which BankAtlantic Retirement
Plan benefits were frozen.
Estimated Annual Benefits | ||||||||||||||||||||
Years of Credited Service at December 31, 1998 | ||||||||||||||||||||
Average Five Year Compensation at December 31, 1998 | 5 Years | 10 Years | 20 Years | 30 Years | 40 Years | |||||||||||||||
$120,000 |
$ | 10,380 | $ | 20,760 | $ | 41,520 | $ | 62,280 | $ | 83,160 | ||||||||||
$150,000 |
13,005 | 26,010 | 52,020 | 78,030 | 104,160 | |||||||||||||||
$160,000 and above |
13,880 | 27,760 | 55,520 | 83,280 | 111,160 |
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Table of Contents
BankAtlantic Split-Dollar Plan
BankAtlantic adopted the BankAtlantic Split-Dollar Plan in 1996 to provide additional retirement
benefits to Mr. Alan Levan, whose monthly benefits under the BankAtlantic Retirement Plan were
limited by changes to the Code. Under the BankAtlantic Split-Dollar Plan and its accompanying
agreement with Mr. Alan Levan, BankAtlantic arranged for the purchase of an insurance policy (the
Policy) insuring the life of Mr. Alan Levan. The Policy is anticipated to accumulate significant
cash value over time, which cash value is expected to supplement Mr. Alan Levans retirement
benefit payable from the BankAtlantic Retirement Plan. Under the terms and conditions of the
agreement between BankAtlantic and Mr. Alan Levan, Mr. Alan Levan owns the Policy, but BankAtlantic
agreed to make premium payments for the Policy until Mr. Alan Levan reached the retirement age of
65 or his death, if earlier (the triggering event). Pursuant to the agreement, following the
triggering event, BankAtlantic is entitled to be
reimbursed for the amount of all premiums previously paid by it for the Policy. As Mr. Levan
reached the retirement age of 65 during September 2009, BankAtlantic will be reimbursed for the
premiums previously paid by it for the Policy (which totaled $3,367,410 in the aggregate) and will
no longer make premium payments for the Policy. The portion of the amount paid in prior years
attributable to the 2009 premium for the Policy that is considered compensation to Mr. Alan Levan
is included under All Other Compensation in the row entitled BBX in the Summary Compensation
Table above. The BankAtlantic Split-Dollar Plan was not included in the freezing of the
BankAtlantic Retirement Plan, and BankAtlantic made premium payments for the Policy from 1998
through 2009.
Compensation of Directors
The Companys Compensation Committee recommends director compensation to the Board based on factors
it considers appropriate and based on the recommendations of management. Previously, each director
of the Company who was not also an employee of the Company, BankAtlantic Bancorp, BankAtlantic or
Bluegreen (each, a non-employee director) received compensation valued at $100,000 annually for
service on the Board of Directors, payable in cash, restricted stock or non-qualified stock
options, in such combinations as the director elected, provided that no more than $50,000 was
payable in cash. Effective July 1, 2009, the Compensation Committee approved a change to the
Companys director compensation policy. As a result of the change, each non-employee director
currently receives an annual cash retainer of $70,000 annually for his service on the Board of
Directors. In addition to compensation for their service on the Board of Directors, the Company
pays compensation to directors for their service on the Boards committees. This compensation was
not affected by the change in Board service compensation described above. The Chairman of the Audit
Committee receives an annual cash retainer of $15,000. All other members of the Audit Committee
receive annual cash retainers of $10,000. The Chairman of the Compensation Committee,
Nominating/Corporate Governance Committee and Investment Committee each receive an annual cash
retainer of $3,500. Other than the Chairman, members of the Compensation Committee,
Nominating/Corporate Governance Committee and Investment Committee do not currently receive
additional compensation for their service on those committees. Additionally, during 2009, Jarett
S. Levan, who was appointed to the Companys Board of Directors during September 2009, received
$12,500 from the Company for his services on its behalf. This amount is included in the column
entitled All Other Compensation in the Director Compensation 2009 table below. Mr. Jarett
Levan is the President of BankAtlantic Bancorp and the Chief Executive Officer and President of
BankAtlantic and, accordingly, is not a non-employee director.
In addition to the cash payments described above, during 2009, the Company granted to its
non-employee directors options to purchase an aggregate of 215,118 shares of the Companys Class A
Stock. The options have an exercise price of $0.41 per share (the closing price of the Companys
Class A Stock as quoted on the Pink Sheets Electronic Quotation Service on September 21, 2009),
will expire on the September 21, 2014 and will vest in four equal annual installments beginning on
September 21, 2010. Further, on September 21, 2009, options held by Messrs. Holzmann, Cobb and
Sterling to purchase an aggregate of 349,276 shares of the Companys common stock at exercise
prices ranging from $0.83 per share to $8.40 per share were re-priced to $0.41 per share (the
closing price of the Companys Class A Stock as quoted on the Pink Sheets Electronic Quotation
Service on September 21, 2009). Additional information regarding these option re-pricings is
included in the section entitled Option Grants and Re-Pricings 2009 above.
13
Table of Contents
Director Compensation Table 2009
The following table sets forth, for the fiscal year ended December 31, 2009, certain information
regarding the compensation paid to the Companys directors (other than the Named Executive Officers
who did not separately receive any compensation for their service on the Board of Directors):
Change in | ||||||||||||||||||||||||||||
Pension Value | ||||||||||||||||||||||||||||
Fees | and Nonqualified | |||||||||||||||||||||||||||
Earned | Non-Equity | Deferred | ||||||||||||||||||||||||||
or Paid | Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||
in Cash($) | Awards($) | Awards(1)(2)($) | Compensation($) | Earnings($) | Compensation($) | Total($) | ||||||||||||||||||||||
James Blosser (3) |
18,375 | | 14,660 | | | | 33,035 | |||||||||||||||||||||
D. Keith Cobb (4) |
68,375 | | 1,296 | | | | 69,671 | |||||||||||||||||||||
Darwin Dornbush (3) |
17,500 | | 3,277 | | | | 20,777 | |||||||||||||||||||||
Oscar Holzmann |
73,750 | | 15,912 | | | | 89,662 | |||||||||||||||||||||
Jarett S. Levan |
| | | | | 12,500 | 12,500 | |||||||||||||||||||||
Alan J. Levy (3) |
17,500 | | 2,110 | | | | 19,610 | |||||||||||||||||||||
Joel Levy (3) |
21,250 | | 8,743 | | | | 29,993 | |||||||||||||||||||||
William Nicholson (3) |
20,000 | | 14,398 | | | | 34,398 | |||||||||||||||||||||
William R. Scherer (3) |
17,500 | | 4,203 | | | | 21,703 | |||||||||||||||||||||
Neil Sterling |
71,000 | | 15,912 | | | | 86,912 | |||||||||||||||||||||
Earl Pertnoy (5) |
5,292 | | 3,181 | | | | 8,473 |
(1) | Amounts represent the aggregate of the grant date fair value of option awards which were granted during 2009 and the incremental value of the option awards which were re-priced during 2009, in each case as described above. Assumptions used in the calculation of these amounts are included in footnote 28 to the Companys consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC Commission on April 13, 2010. | |
(2) | The table below sets forth the aggregate number of stock options held as by each of the above-named directors as of December 31, 2009. None of the above-named directors held any shares of restricted stock as of December 31, 2009. |
Stock | ||||
Name | Options | |||
James Blosser |
66,544 | (a) | ||
D. Keith Cobb |
6,250 | (b) | ||
Darwin Dornbush |
14,876 | (a) | ||
Oscar Holzmann |
171,513 | (c) | ||
Jarett S. Levan |
| |||
Alan J. Levy |
9,577 | (a) | ||
Joel Levy |
39,686 | (a) | ||
William Nicholson |
65,357 | (a) | ||
William R. Scherer |
19,078 | (a) | ||
Neil Sterling |
171,513 | (c) | ||
Earl Pertnoy |
20,290 | (b)(d) |
(a) | Represents options to purchase shares of Class A Stock. | ||
(b) | Represents options to purchase shares of Class B Stock. |
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(c) | Represents options to purchase shares of Class A Stock and Class B Stock as follows: Mr. Holzmann 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; and Mr. Sterling 151,223 shares of Class A Stock and 20,290 shares of Class B Stock. | ||
(d) | Represents options held by Pertnoy Parent Limited Partnership at December 31, 2009 which expired during January 2010. Mr. Pertnoy was the President of Pertnoy Parent, Inc., the General Partner of Pertnoy Parent Limited Partnership. |
(3) | Amounts for Messrs. Blosser, Dornbush, Alan Levy, Joel Levy, Nicholson and Scherer reflect compensation paid to them from September 21, 2009 (at which time they were appointed to the Companys Board of Directors in connection with the consummation of the Companys merger with Woodbridge) through December 31, 2009. Prior to their appointment to the Companys Board of Directors, they served as directors of Woodbridge and received the following additional compensation in consideration for their service on Woodbridges Board of Directors and its committees from January 1, 2009 through September 20, 2009: Mr. Blosser $60,125; Mr. Dornbush $45,939; Mr. Alan Levy $60,939; Mr. Joel Levy $70,473; Mr. Nicholson $76,250; and Mr. Scherer $45,939. |
(4) | During 2009, Mr. Cobb also received compensation of $80,000 in consideration for his service as a member of BankAtlantic Bancorps Board of Directors and as Chairman of its Audit Committee. |
(5) Mr. Pertnoy died during January 2009.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of April 8, 2010, certain information as to the Companys Class
A Stock and Class B Stock beneficially owned by persons known by the Company to own in excess of 5%
of the outstanding shares of such stock. In addition, this table includes the outstanding
securities beneficially owned by (i) each Named Executive Officer, (ii) each of the Companys
directors and (iii) the Companys directors and executive officers as a group. Management knows of
no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of
the Companys Class A Stock or Class B Stock as of April 8, 2010. Except as otherwise indicated,
the information provided in the following table was obtained from filings with the SEC and with the
Company pursuant to the Exchange Act. For purposes of the table below, in accordance with Rule
13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Class
A Stock or Class B Stock which he or she has or shares, directly or indirectly, voting or
investment power, or which he or she has the right to acquire beneficial ownership of at any time
within 60 days after April 8, 2010. As used herein, voting power is the power to vote, or direct
the voting of, shares, and investment power includes the power to dispose of, or direct the
disposition of, such shares. Unless otherwise noted, each beneficial owner has sole voting and
sole investment power over the shares beneficially owned.
15
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Class A | Class B | Percent of | Percent of | |||||||||||||||
Stock | Stock | Class A | Class B | |||||||||||||||
Name of Beneficial Owner | Notes | Ownership | Ownership | Stock | Stock | |||||||||||||
Florida Partners Corporation |
(1,2,4,5) | 1,270,294 | 133,314 | 2.0 | % | 1.9 | % | |||||||||||
I.R.E. Properties, Inc. |
(1,2,4,5) | 4,662,929 | 561,017 | 7.6 | % | 8.2 | % | |||||||||||
Levan Enterprises, Ltd. |
(1,2,4,5) | 1,299,130 | 146,865 | 2.1 | % | 2.1 | % | |||||||||||
Alan B. Levan |
(1,2,3,4,5,6,7) | 79,555 | 2,406,235 | 3.5 | % | 33.6 | % | |||||||||||
John E. Abdo |
(1,2,3,4,6,7) | 3,384,292 | 3,273,797 | 9.3 | % | 45.7 | % | |||||||||||
Seth M. Wise |
(2) | 5,091 | | * | 0.0 | % | ||||||||||||
D. Keith Cobb |
(1,2,3) | 97,656 | 6,250 | * | * | |||||||||||||
Darwin Dornbush |
(2) | 35,211 | | * | 0.0 | % | ||||||||||||
Oscar Holzmann |
(1,2,3) | 164,361 | 20,290 | * | * | |||||||||||||
Jarett S. Levan |
(2,7) | 10,753 | | * | 0.0 | % | ||||||||||||
Alan J. Levy |
(2) | 42,206 | | * | 0.0 | % | ||||||||||||
Joel Levy |
(2) | 21,872 | | * | 0.0 | % | ||||||||||||
William Nicholson |
(2) | 19,954 | | * | 0.0 | % | ||||||||||||
William Scherer |
(2) | 131,831 | | * | 0.0 | % | ||||||||||||
Neil Sterling |
(1,2,3) | 164,361 | 20,290 | * | * | |||||||||||||
Dr. Herbert A. Wertheim |
(1,8) | 3,968,157 | 416,448 | 6.4 | % | 6.1 | % | |||||||||||
Pennant Capital Management, L.L.C |
(9) | 10,415,492 | | 15.2 | % | 0.0 | % | |||||||||||
Greek Investments, Inc. |
(10) | 5,151,713 | | 7.5 | % | 0.0 | % | |||||||||||
SC Fundamental Value Fund L.P. |
(11) | 3,928,108 | | 5.7 | % | 0.0 | % | |||||||||||
All directors and executive officers
of the Company as of April 8, 2010
as a group (15 persons) |
(1,2,3,4,5,6,7) | 11,389,539 | 6,578,205 | 23.8 | % | 87.5 | % |
* | Less than one percent of class. | |
(1) | Class B Stock is convertible on a share-for-share basis at any time at the beneficial owners discretion. However, see footnote 6 below regarding restrictions on Mr. Abdos right to convert his shares of Class B Stock into shares of Class A Stock. The number of shares of Class B Stock held by each beneficial owner is not separately included in the Class A Stock Ownership column, but is included for the purpose of calculating the percent of Class A Stock held by each beneficial owner. | |
(2) | Mailing address is 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309. | |
(3) | Includes shares that may be acquired within 60 days after April 8, 2010 pursuant to the exercise of stock options to purchase Class A Stock or Class B Stock as follows: Alan B. Levan 304,329 shares of Class B Stock; John E. Abdo 304,329 shares of Class B Stock; D. Keith Cobb 6,250 shares of Class B Stock; Oscar Holzmann 151,223 shares of Class A Stock and 20,290 shares of Class B Stock; and Neil Sterling 151,223 shares of Class A Stock and 20,290 shares of Class B Stock. The group total also includes options held by Maria R. Scheker, the Companys Chief Accounting Officer, to purchase 10,147 shares of Class B Stock. | |
(4) | The Company may be deemed to be controlled by Messrs. Alan Levan and Abdo, who collectively may be deemed to have an aggregate beneficial ownership of shares of the Companys Class A Stock and Class B Stock, including shares that may be acquired pursuant to the exercise of stock options (as set forth in footnote 3 above), representing approximately 71.6% of the total voting power of the Company. |
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(5) | I.R.E. Properties, Inc. is 100% owned by Levan Enterprises, Ltd., and Levan Enterprises, Ltd. may be deemed to be the controlling shareholder of Florida Partners Corporation. Levan Enterprises, Ltd. is a limited partnership whose sole general partner is Levan General Corp., a corporation 100% owned by Mr. Alan Levan. Therefore, Mr. Alan Levan may be deemed to be the beneficial owner of the shares of the Companys Class A Stock and Class B Stock owned by each of such entities. In addition to Mr. Alan Levans personal holdings of the Companys Class A Stock and Class B Stock, he may be deemed to be the beneficial owner of 11,440 shares of Class A Stock and 1,200 shares of Class B Stock held of record by his wife. Excluding shares of Class B Stock beneficially owned by Mr. Alan Levan (which are convertible at any time in his discretion on a share-for-share basis into Class A Stock), Mr. Alan Levan may be deemed to beneficially own, in the aggregate, 7,311,908 shares, or 10.7%, of the Companys Class A Stock. He may also be deemed to beneficially own, in the aggregate, 3,247,431 shares, or 45.4%, of the Companys Class B Stock. Collectively, these shares represent approximately 36.3% of the total voting power of the Company. | |
(6) | Messrs. Alan Levan and Abdo have agreed to vote their shares of Class B Stock in favor of the election of the other to the Companys Board of Directors for so long as they are willing and able to serve as directors of the Company. Additionally, Mr. Abdo has agreed, subject to certain exceptions, not to transfer certain of his shares of Class B Stock and to obtain the consent of Mr. Alan Levan prior to the conversion of certain of his shares of Class B Stock into shares of Class A Stock. | |
(7) | Mr. Jarett Levan is the son of Mr. Alan Levan. | |
(8) | Dr. Wertheims ownership was reported in a Rebuttal of Control Agreement filed on December 20, 1996 with the Office of Thrift Supervision (as adjusted for stock splits since the date of filing). The Rebuttal of Control Agreement indicates that Dr. Wertheim has no intention to manage or control, directly or indirectly, the Company. Dr. Wertheims mailing address is 191 Leucadendra Drive, Coral Gables, Florida 33156. | |
(9) | Based on the Schedule 13G/A filed with the SEC on February 16, 2010, a group consisting of Pennant Capital Management, L.L.C and certain of its affiliates have shared voting and dispositive power over such shares. The mailing address of Pennant Capital Management, L.L.C and each of the other group members is 26 Main Street, Suite 203, Chatham, NJ 07928. | |
(10) | Based on the Schedule 13G/A filed with the SEC on February 17, 2010, Greek Investments, Inc. and certain of its affiliates have shared voting and dispositive power over such shares. The mailing address of Greek Investments, Inc. is P.O. Box 10908, Caparra Heights Station, San Juan, Puerto Rico 00922-0908. The mailing address of its affiliates (Jorge Constantino and Panayotis Constantino) is Zalokosta 14, Paleo Psihiko, Athens, 15452 Greece. | |
(11) | Based on the Schedule 13G/A filed with the SEC on February 12, 2010, a group consisting of SC Fundamental Value Fund L.P. and certain of its affiliates have shared voting and dispositive power over such shares. The mailing address of SC Fundamental Value Fund, L.P. and each of the other group members (other than SC Fundamental Value BVI, Ltd.) is 747 Third Avenue, 27th Floor, New York, New York 10017. The mailing address of SC Fundamental Value BVI, Ltd. is c/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-1003, Cayman Islands. |
Equity Compensation Plan Information
Information required by Item 12 with respect to the Company equity compensation plans is included
in Part III of the Companys Annual Report on Form 10-K for the year ended December 31, 2009, filed
with the SEC on March 31, 2010.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Certain Relationships and Related Transactions
The Company may be deemed to be controlled by Alan B. Levan and John E. Abdo, Chairman, Chief
Executive Officer and President of the Company and Vice Chairman of the Company, respectively, who
collectively may be deemed to beneficially own shares of the Companys Class A Stock and Class B
Stock representing approximately 72% of the Companys total voting power. See Security Ownership
of Certain Beneficial Owners and Management above for further information with respect to the
share ownership of each of Messrs. Levan and Abdo.
The Company may be deemed to be the controlling shareholder of BankAtlantic Bancorp and Bluegreen.
The Company also has a direct non-controlling interest in Benihana. Alan B. Levan and John E. Abdo
are each executive officers and directors of BankAtlantic Bancorp and directors of Bluegreen and
Benihana.
As previously discussed, on September 21, 2009, Woodbridge Holdings Corporation merged with a
wholly owned subsidiary of the Company. In connection with the merger, each outstanding share of
Woodbridges Class A Common Stock, other than those held by shareholders of Woodbridge who
exercised and perfected their appraisal rights under Florida law, converted into the right to
receive 3.47 shares of the Companys Class A Stock. Prior to the consummation of the merger, the
Company owned approximately 22% of Woodbridges Class A Common Stock and all of Woodbridges Class
B Common Stock, representing approximately 59% of the total voting power of Woodbridge. Shares
otherwise issuable to the Company attributable to the shares of Woodbridges Class A Common Stock
and Class B Common Stock owned by the Company were canceled in connection with the merger. Alan B.
Levan and John E. Abdo served as the Chairman and Chief Executive Officer of Woodbridge and Vice
Chairman of Woodbridge, respectively, and John K. Grelle, the Companys Executive Vice President
and Chief Financial Officer, served as the Executive Vice President, Chief Financial Officer and
principal accounting officer of Woodbridge. In addition, effective upon consummation of the merger,
Seth M. Wise, Woodbridges Executive Vice President, was appointed to serve as Executive Vice
President of the Company, and each of Mr. Wise, Jarett S. Levan, who is the President of
BankAtlantic Bancorp, the Chief Executive Officer and President of BankAtlantic and the son of Alan
B. Levan, and the following six directors of Woodbridge who were not also directors of the Company
James Blosser, Darwin Dornbush, Alan J. Levy, Joel Levy, William Nicholson and William Scherer
were appointed to the Companys Board of Directors.
The following table presents related party transactions between the Company, BankAtlantic Bancorp,
Woodbridge and Bluegreen incurred at, and for the years ended, December 31, 2009 and 2008. Amounts
set forth for Woodbridge for 2009 include only those amounts related to the period from January
2009 through September 2009, when Woodbridge was merged with a wholly owned subsidiary of BFC. Any
amounts related to Woodbridge after that time, including cash and cash equivalents at December 31,
2009, are included in the amounts set forth for BFC.
At and For the Year Ended December 31, 2009 | ||||||||||||||||||
BankAtlantic | ||||||||||||||||||
(in thousands) | BFC | Woodbridge | Bancorp | Bluegreen | ||||||||||||||
Shared service income (expense) |
(a) | $ | 3,153 | (811 | ) | (1,805 | ) | (537 | ) | |||||||||
Facilities cost |
(a) | $ | (260 | ) | (113 | ) | 319 | 54 | ||||||||||
Interest income (expense) from cash
balance/deposits |
(b) | $ | 5 | 34 | (39 | ) | | |||||||||||
Cash and cash equivalents and (deposits) |
(b) | $ | 20,863 | | (20,863 | ) | |
At and For the Year Ended December 31, 2008 | ||||||||||||||||||
BankAtlantic | ||||||||||||||||||
(in thousands) | BFC | Woodbridge | Bancorp | Bluegreen | ||||||||||||||
Shared service income (expense) |
(a) | $ | 3,157 | (1,135 | ) | (1,593 | ) | (429 | ) | |||||||||
Facilities cost |
(a) | $ | (245 | ) | (101 | ) | 271 | 75 | ||||||||||
Interest income (expense) from cash
balance/securities sold under
agreements to
repurchase |
(b) | $ | 8 | 72 | (80 | ) | | |||||||||||
Cash and cash equivalents and (securities
sold under agreements to repurchase) |
(b) | $ | 263 | 4,433 | (4,696 | ) | |
(a) | Pursuant to the terms of shared service agreements between the Company and BankAtlantic Bancorp, subsidiaries of the Company provide shared service operations in the areas of human resources, risk management, investor relations, executive office administration and other services to BankAtlantic Bancorp. Additionally, the Company provides certain risk management and administrative services to Bluegreen. The costs of shared services are allocated based upon the usage of the respective services. Also, as part of the shared service arrangement, the Company pays BankAtlantic Bancorp and Bluegreen for office facilities costs relating to the Company and its shared service operations. |
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In May 2008, the Company and BFC Shared Service Corporation, a wholly owned subsidiary of the Company (BFC Shared Service), entered into office lease agreements with BankAtlantic under which the Company and BFC Shared Service agreed to pay BankAtlantic an annual rent of approximately $294,000 for office space in BankAtlantics corporate headquarters. In May 2009, the lease agreement was amended to increase the annual rent to approximately $304,000. In May 2008, the Company also entered into an office sub-lease agreement with Woodbridge pursuant to which Woodbridge agreed to sub-lease from the Company office space in BankAtlantics corporate headquarters at an annual rent of approximately $152,000. In May 2009, the sub-lease agreement was amended to decrease the amount of office space subject to the sub-lease and, accordingly, to decrease the annual rent to approximately $141,000. For the 2009 period prior to the consummation of the Woodbridge Merger and the year ended December 31, 2008, rent expense paid to BFC under this sub-lease agreement was approximately $113,000 and $101,000, respectively. | ||
(b) | The Company and Woodbridge entered into securities sold under agreements to repurchase transactions with BankAtlantic in the aggregate of approximately $4.7 million at December 31, 2008. These transactions were on the same general terms as BankAtlantic repurchase agreements with unaffiliated third parties. The Company did not have any securities sold under agreements to repurchase with BankAtlantic at December 31, 2009. In addition, the Company had deposits at BankAtlantic totaling $20.9 million as of December 31, 2009. These deposits were on the same general terms as deposits made by unaffiliated third parties. The Company did not have any deposits at BankAtlantic as of December 31, 2008. The aggregate interest income recognized in connection with these funds held at BankAtlantic was approximately $39,000 and $80,000 for the years ended December 31, 2009 and 2008, respectively. Additionally, during 2009, the Company invested funds through the Certificate of Deposit Account Registry Service (CDARS) program at BankAtlantic, which facilitates the placement of funds into certificates of deposits issued by other financial institutions in increments of less than the standard FDIC insurance maximum to insure that both principal and interest are eligible for full FDIC insurance coverage. At December 31, 2009, the Company had $7.7 million invested through the CDARS program at BankAtlantic. |
In March 2008, BankAtlantic entered into an agreement with Woodbridge to provide information
technology support in exchange for monthly payments of $10,000 and a one-time set-up charge of
approximately $17,000. Monthly payments were increased to $15,000 effective April 1, 2009. During
the years ended December 31, 2009 and 2008, fees of approximately $160,000 and $90,000,
respectively, were paid to BankAtlantic under this agreement.
In prior periods, BankAtlantic Bancorp issued options to purchase shares of BankAtlantic Bancorps
Class A Common Stock to employees of Woodbridge prior to the spin-off of Woodbridge to BankAtlantic
Bancorps shareholders on December 31, 2003. Additionally, certain employees of BankAtlantic
Bancorp have transferred to affiliate companies, and BankAtlantic Bancorp has elected, in
accordance with the terms of BankAtlantic Bancorps stock option plans, not to cancel the stock
options held by those 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. There were no options exercised by former employees during the years
ended December 31, 2009 or 2008.
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BankAtlantic Bancorps options outstanding to former employees consisted of the following as of
December 31, 2009 and 2008:
As of December 31, 2009 | As of December 31, 2008 | |||||||||||||||
BankAtlantic | Weighted | BankAtlantic | Weighted | |||||||||||||
Bancorps | Average | Bancorps | Average | |||||||||||||
Class A | Exercise | Class A | Exercise | |||||||||||||
Common Stock | Price | Common Stock | Price | |||||||||||||
Options outstanding |
45,476 | $ | 53.57 | 53,789 | $ | 48.46 | ||||||||||
Options non-vested |
6,181 | $ | 95.10 | 13,610 | $ | 92.85 |
Jarett S. Levan, who is a member of the Companys Board of Directors and who serves as a director
and as the President of BankAtlantic Bancorp and as a director and the Chief Executive Officer and
President of BankAtlantic, is the son of Alan B. Levan, the Companys Chairman, Chief Executive
Officer and President, BankAtlantic Bancorps Chairman and Chief Executive Officer and
BankAtlantics Chairman. Mr. Jarett Levans total compensation from BankAtlantic Bancorp and
BankAtlantic was approximately $1,079,000 and $580,000 during 2009 and 2008, respectively.
Director Independence
The Companys Board of Directors has affirmatively determined that James Blosser, D. Keith Cobb,
Oscar Holzmann, Alan J. Levy, Joel Levy, William Nicholson, William Scherer and Neil Sterling, who
together comprise a majority of the Board of Directors, are independent, as such term is defined
under applicable rules and regulations relating to the independence of directors. Although the
Companys Class A Stock is no longer listed on NYSE Arca, the Board of Directors continued to use
the definition of independence set forth in the listing standards of NYSE Arca for purposes of
making its independence determinations. With respect to each of the directors determined to be
independent, the Board specifically discussed and considered the following relationships, each of
which the Board determined did not constitute a material relationship that would impair the
directors independence:
| Mr. Cobb serves on the Boards of Directors of BankAtlantic Bancorp and BankAtlantic. The Company owns shares of BankAtlantic Bancorps Class A Common Stock and Class B Common Stock representing approximately 65% of BankAtlantic Bancorps total voting power. In addition, Alan B. Levan, the Companys Chairman, Chief Executive Officer and President, serves as Chairman and Chief Executive Officer of BankAtlantic Bancorp and Chairman of BankAtlantic; John E. Abdo serves as Vice Chairman of each of the Company, BankAtlantic Bancorp and BankAtlantic; and Jarett S. Levan, a member of the Companys Board of Directors, serves as President of BankAtlantic Bancorp and Chief Executive Officer and President of BankAtlantic. | ||
| Mr. Cobb is also a member of the Board of Directors of the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. Alan B. Levan is a Trustee of Nova Southeastern University and the Chairman of its Finance Committee. Additionally, in 2008, BankAtlantic and its affiliated entities together made donations of $32,500 to the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship. No such donations were made in 2007 or 2009. | ||
| Messrs. Blosser, Alan Levy and Scherer serve as members of Broward Workshop with Messrs. Alan Levan, Abdo and Jarett Levan. In addition, Mr. Blosser serves on the Board of Directors of the Broward Performing Arts Foundation with Mr. Abdo. BankAtlantic and its affiliated entities together made donations of $10,000 and $5,000 to the Broward Performing Arts Foundation during 2009 and 2008, respectively. No such donations were made during 2007. Mr. Blosser is also a subcontractor on a business development project on which Mr. Sterling is a consultant. | ||
| Each of Mr. Alan Levy and Great American Farms, Inc., a corporation of which Mr. Alan Levy is the President and Chief Executive Officer, Mr. Joel Levy and an entity in which he owns a 25% interest, and Mr. Scherer have a banking relationship with BankAtlantic in the ordinary course of BankAtlantics business. | ||
| Mr. Scherer is a Partner at the law firm of Conrad & Scherer LLP. During 2008 and 2007, Woodbridge paid fees to Conrad & Scherer LLP totaling approximately $4,000 and $22,000, respectively. The Company did not pay any fees to Conrad & Scherer LLP during 2008 or 2007, and neither the Company nor Woodbridge paid any fees to such law firm during 2009. Mr. Scherer is also a member of the Board of Directors of a privately held entity to which Mr. Sterling serves as a consultant. |
20
Table of Contents
Item 14. Principal Accounting Fees and Services.
PricewaterhouseCoopers LLP (PwC) served as the independent registered certified public accounting
firm for the Company, BankAtlantic Bancorp and Woodbridge for 2009 and 2008. The following table
presents: (i) for each of the Company and BankAtlantic Bancorp, fees for professional services
rendered by PwC for the audit of each companys annual financial statements for fiscal 2009 and
2008; and (ii) for Woodbridge, fees for professional services rendered by PwC for the audit of its
annual financial statements for 2008. The following table also includes fees billed for
audit-related services, tax services and all other services rendered by PwC for each of these
companies for fiscal 2009 and 2008. PwC did not serve as Bluegreens independent registered
certified public accounting firm for 2009 or 2008.
2009 | 2008 | |||||||
(in thousands) | ||||||||
BFC Financial
Corporation |
||||||||
Audit fees |
1,067 | (1) | 469 | (1) | ||||
Audit related fees |
89 | (3) | | |||||
Tax fees |
5 | | ||||||
All other fees |
| | ||||||
BankAtlantic Bancorp |
||||||||
Audit fees |
1,582 | (1) | 1,675 | (1) | ||||
Audit related fees |
74 | (3) | 77 | (3) | ||||
Tax fees |
| | ||||||
All other fees |
40 | | ||||||
Woodbridge |
||||||||
Audit fees |
150 | (2) | 715 | (2) | ||||
Audit related fees |
| | ||||||
Tax fees |
| | ||||||
All other fees |
| |
(1) | Includes fees for services primarily related to each companys respective annual financial statement audits, the 2009 and 2008 audits of effectiveness of internal control over financial reporting and the review of quarterly financial statements filed in each companys Quarterly Reports on Form 10-Q. | |
(2) | Includes fees for services primarily related to Woodbridges 2008 annual financial statement audit, the 2008 audit of the effectiveness of Woodbridges internal control over financial reporting and the review of quarterly financial statements filed in Woodbridges Quarterly Reports on Form 10-Q for each quarter during 2008 and the first two quarters of 2009 prior to its merger with a wholly owned subsidiary of the Company. | |
(3) | Includes primarily fees related to registration statements filed by the Company and BankAtlantic Bancorp with the SEC and, for 2008, an audit of BankAtlantic Bancorps employee benefit plans. |
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Table of Contents
All audit-related services and other services were pre-approved by the audit committee of the
respective company, which concluded that the provision of such services by PwC was compatible with
the maintenance of PwCs independence in the conduct of its auditing functions.
Under the charter of the Companys Audit Committee, the Audit Committee must review and pre-approve
both audit and permitted non-audit services provided by the independent auditor and shall not
engage the independent auditor to perform any non-audit services prohibited by law or regulation.
Each year, the independent auditors retention to audit the Companys financial statements,
including the associated fee, is approved by the Audit Committee. Under its current practices, the
Audit Committee does not regularly evaluate potential engagements of the independent auditor and
approve or reject such potential engagements. At each Audit Committee meeting, the Audit Committee
receives updates on the services actually provided by the independent auditor, and management may
present additional services for pre-approval. The Audit Committee has delegated to the Chairman of
the Audit Committee the authority to evaluate and approve engagements involving projected fees of
$10,000 or less on behalf of the Audit Committee in the event that a need arises for pre-approval
between regular Audit Committee meetings. If the Chairman so approves any such engagements, he
will report that approval to the full Audit Committee at the next Audit Committee meeting.
Engagements involving projected fees of more than $10,000 may only be pre-approved by the full
Audit Committee at a regular or special meeting of the Audit Committee.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) | Documents filed as part of this Amendment No. 1 to Annual Report on Form 10-K: |
(3) | Exhibits |
Exhibit | ||||
Number | Description | |||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.3 | Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
BFC FINANCIAL CORPORATION |
||||
April 30, 2010 | By: | /s/ Alan B. Levan | ||
Alan B. Levan, | ||||
Chairman, Chief Executive Officer and President | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
Signature | Title | Date | ||
/s/ Alan B. Levan
|
Chairman, Chief Executive Officer and President | April 30, 2010 | ||
/s/ John E. Abdo
|
Vice Chairman | April 30, 2010 | ||
/s/ Seth M. Wise
|
Executive Vice President and Director | April 30, 2010 | ||
/s/ John K. Grelle
|
Chief Financial Officer | April 30, 2010 | ||
/s/ Maria R. Scheker
|
Chief Accounting Officer | April 30, 2010 | ||
/s/ James Blosser
|
Director | April 30, 2010 | ||
/s/ D. Keith Cobb
|
Director | April 30, 2010 | ||
/s/ Darwin Dornbush
|
Director | April 30, 2010 | ||
/s/ Oscar J. Holzmann
|
Director | April 30, 2010 | ||
/s/ Jarett S. Levan
|
Director | April 30, 2010 | ||
/s/ Alan J. Levy
|
Director | April 30, 2010 | ||
/s/ Joel Levy
|
Director | April 30, 2010 | ||
/s/ William Nicholson
|
Director | April 30, 2010 | ||
/s/ William Scherer
|
Director | April 30, 2010 | ||
/s/ Neil A. Sterling
|
Director | April 30, 2010 |
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EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.3 | Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 |
24