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OMB
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OMB Number: 3235-0058
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Estimated
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hours per response ... 2.50 |
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SEC FILE
NUMBER |
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001-09071
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CUSIP
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055384200 055384101
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF
LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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March 31, 2010 |
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o Transition Report on
Form 10-K |
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o Transition Report on
Form 20-F |
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o Transition Report on
Form 11-K |
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o Transition Report on
Form 10-Q |
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o Transition Report on
Form N-SAR |
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For the Transition Period
Ended:
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Read Instruction
(on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be
construed to imply that the Commission has verified any information contained
herein.
If the notification
relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I
REGISTRANT INFORMATION
BFC Financial
Corporation
Full Name of
Registrant
Former Name if
Applicable
2100 West Cypress
Creek Road
Address of Principal
Executive Office (Street and Number)
Fort Lauderdale,
Florida 33309
City, State and Zip
Code
PART II
RULES 12b-25(b) AND (c)
If the subject report
could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate)
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þ |
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(a)
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The reason described in reasonable detail in Part
III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on
Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in
reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed
time period.
BFC Financial
Corporation (BFC) intends to utilize the five day extension
provided by filing this Notification of Late Filing on Form 12b-25 with the
Securities and Exchange Commission and expects to file
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (the
Form 10-Q) on or prior to May 21, 2010. Under generally accepted
accounting principles, the financial statements of the companies in which BFC
holds a controlling interest, including BankAtlantic Bancorp, Inc.
(BankAtlantic Bancorp) and Bluegreen Corporation
(Bluegreen), both of which are publicly-traded companies, are consolidated in BFCs financial statements. BFC was unable to timely
complete and file the Form 10-Q primarily as a result of delays in incorporating
and consolidating the final financial statements of BankAtlantic Bancorp and
Bluegreen for inclusion in BFCs financial statements to be contained in
the Form 10-Q. These delays could not be eliminated without unreasonable effort
or expense.
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Persons who are to respond to the collection of information contained in
this form are not required to respond unless the form displays a currently valid
OMB control number.
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(Attach extra
Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this
notification |
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John K.
Grelle |
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940-4900 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
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Yes þ No o
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(3) |
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Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
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Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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BFC is providing the following preliminary financial information: For the
quarter ended March 31, 2010, net loss attributable to BFC is estimated to be
approximately $21.4 million, compared with a net loss
attributable to BFC of approximately $10.4 million for the quarter ended March 31, 2009. At March 31, 2010, BFCs
total assets are estimated to be approximately $6.3 billion and its total
liabilities are estimated to be approximately $6.0 billion, compared with total
assets of approximately $6.0 billion and total liabilities of
approximately $5.6 billion at December 31, 2009.
FORWARD-LOOKING
INFORMATION
Except for historical information
contained herein, the matters discussed in this Notification of Late Filing on
Form 12b-25 contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 that involve substantial risks and uncertainties. Statements that are not
historical facts, including statements that are preceded by, followed by or that
include the words believes, anticipates,
plans, expects or similar expressions and statements,
are forward-looking statements. BFCs estimated or anticipated results,
performance or other non-historical facts are forward-looking and reflect
BFCs current perspective on existing trends and information. Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
herein. These forward-looking statements are based largely on the current
expectations of BFC and are subject to a number of risks and uncertainties that
are subject to change based on factors that are, in many instances, beyond
BFCs control. These risks and uncertainties include the risk that
BFCs actual results and financial condition as of, and for the quarter
ended, March 31, 2010 may differ from the preliminary financial information
contained in this Notification of Late Filing on Form 12b-25 and the risk that
BFC may be unable to file the Form 10-Q within the five day extended filing
deadline. For additional information regarding these and other risks associated
with BFCs business, readers should refer to BFCs Annual Report on
Form 10-K for the year ended December 31, 2009 as well as other reports filed by
BFC from time to time with the Securities and Exchange Commission. Unless
required by law, BFC undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
BFC
Financial Corporation
(Name of Registrant
as Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date
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May 18, 2010 |
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By |
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/s/ John K. Grelle |
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John K. Grelle |
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Executive Vice President and Chief Financial
Officer |