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SEC FILE NUMBER | ||
001-09071
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CUSIP NUMBER | ||
055384200 055384101 |
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(Check one): | þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR | |||||
For Period Ended: | December 31, 2009 | |||||
o Transition Report on Form 10-K | ||||||
o Transition Report on Form 20-F | ||||||
o Transition Report on Form 11-K | ||||||
o Transition Report on Form 10-Q | ||||||
o Transition Report on Form N-SAR | ||||||
For the Transition Period Ended: | ||||||
þ |
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(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | ||||
(b) | 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 | ||||
(c) | The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
BFC Financial Corporation (BFC) intends to utilize the fifteen day extension provided by filing this Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (the SEC) and expects to file its Annual Report on Form 10-K for the year ended December 31, 2009 on or prior to April 15, 2010.
This filing has been made in order for BFC to complete the preparation of its Annual Report on Form 10-K and audited financial statements for the year ended December 31, 2009. The delay in completing the preparation of BFCs Annual Report on Form 10-K and audited financial statements for the year ended December 31, 2009 is primarily due to accounting and financial reporting complexities related to BFCs previously-reported November 2009 purchase of additional shares of common stock of Bluegreen Corporation (Bluegreen) resulting in BFC having a controlling interest in Bluegreen. Based on its controlling interest in Bluegreen, BFC is required under generally accepted accounting principles (GAAP) to consolidate Bluegreens results for the interim period beginning on November 16, 2009, the share acquisition date, through December 31, 2009 in its financial statements. Further, in connection with such consolidation, BFC was required to determine the fair value of Bluegreens assets and liabilities as of the November 16, 2009 acquisition date. BFC previously indirectly held approximately 29% of Bluegreens common stock and was required under GAAP to report its interest in Bluegreens earnings or losses rather than consolidate Bluegreens results into its financial statements.
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. |
(1) | Name and telephone number of person to contact in regard to this notification |
John K. Grelle | 954 | 940-4900 | ||
(Name) |
(Area Code) | (Telephone Number) |
(2) | 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). | |
Yes þ No o | ||
(3) | 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? | |
Yes þ No o | ||
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. | ||
BFC is providing the following preliminary financial information: For the year ended December 31, 2009, BFCs net loss is estimated to be approximately $102.7 million, compared with a net loss of approximately $319.5 million for the year ended December 31, 2008. Included in BFCs estimated net loss for the year ended December 31, 2009 is approximately $123.6 million of net loss attributable to noncontrolling interests, compared with approximately $260.6 million of net loss attributable to noncontrolling interests included in BFCs net loss for the year ended December 31, 2008. BFCs net income allocable to common stock is estimated to be approximately $20.1 million for the year ended December 31, 2009, compared with a net loss allocable to common stock of approximately $59.6 million for the year ended December 31, 2008. At December 31, 2009, BFCs total assets are estimated to be approximately $6.0 billion and its total liabilities are estimated to be approximately $5.6 billion, compared with total assets of approximately $6.4 billion and total liabilities of approximately $6.0 billion at December 31, 2008.
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 year ended, December 31, 2009 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 its Annual Report on Form 10-K within the fifteen 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, 2008 as well as other reports filed 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.
Date
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March 31, 2010 | By: | /s/ John K. Grelle | |||
John K. Grelle | ||||||
Executive Vice President and Chief Financial Officer |